HomeMy WebLinkAboutAdopt Successor Agency Resolutions re: Grand Coast Resort/H (2) AMENDED AND RESTATED CONTINUING DISCLOSURE AGREEMENT- PROPERTY OWNER
This Continuing Disclosure Agreement-Property Owner (the "Disclosure Agreement") is executed
and delivered by PCH Beach Resort, LLC, a California limited liability company (the "Property Owner") and
U.S. Bank National Association, as Dissemination Agent (the "Dissemination Agent") in connection with the
issuance of$12,965,000 City of Huntington Beach Community Facilities District No. 2000-1 (Grand Coast
Resort) 2013 Special Tax Refunding Bonds (the "Bonds"). This Disclosure Agreement amends and restates
the Continuing Disclosure Agreement—Lessee dated July 31, 2013, by and between the Property Owner and
the Dissemination Agent. The Bonds were issued pursuant to a Bond Indenture, dated as of July 1, 2013 (the
"Bond Indenture"), between the City of Huntington Beach Community Facilities District No. 2001-1 (Grand
Coast Resort) (the "District") and U.S. Bank National Association, as trustee (the "Trustee"). The Property
Owner covenants and agrees as follows:
Section 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed
and delivered by the Property Owner and the Dissemination Agent for the benefit of the owners and beneficial
owners of the Bonds and in order to assist the Participating Underwriter in complying with S.E.C.
Rule 15c2-12(b)(5).
Section 2. Definitions. In addition to the definitions set forth in the Bond Indenture, which
apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the
following capitalized terms shall have the following meanings:
"Affiliate" of another Person means (a) a Person directly or indirectly owning, controlling, or holding
with power to vote, 5%or more of the outstanding voting securities of such other Person, (b)any Person 5%or
more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to
vote, by such other Person, (c) any Person directly or indirectly controlling such other Person, and (d)with
respect to any general partner of a partnership or member of a limited liability company for purposes hereof,
control means the power to exercise a controlling influence over the management or policies of a Person,
unless such power is solely the result of an official position with such Person.
"Annual Report" shall mean any Annual Report provided by the Property Owner pursuant to, and as
described in, Sections 3 and 4 of this Disclosure Agreement.
"Assumption Agreement" means an agreement between the holder of a leasehold interest in the land
located in the District, or an Affiliate thereof, and the Dissemination Agent containing terms substantially
similar to this Disclosure Agreement, whereby such entity or Affiliate agrees to provide annual reports and
notices of significant events to the Dissemination Agent of the character described in Sections 3 and 4 hereof,
with respect to the portion of the Property owned by such entity and its Affiliates and which contains an
assumption provision of the character set forth in Section 6 hereof.
"City"means the City of Huntington Beach.
"Disclosure Representative" means the Chief Financial Officer of Mayer Financial Ltd., or his
designee, or such other officer, employee or agent as the Property Owner shall designate in writing to the
Dissemination Agent and the City from time to time.
"Dissemination Agent" shall mean U.S. Bank National Association, acting in the capacity as
Dissemination Agent under this Disclosure Agreement, or any successor Dissemination Agent designated in
writing by the City and which has filed with the Property Owner,the City and the Trustee a written acceptance
of such designation.
"Emma"shall mean the Electronic Municipal Market Access system of the MSRB.
DOCSOC/1753954v3/022273-0008
"Event of Bankruptcy" means,with respect to a Person,that such Person files a petition or institutes a
proceeding under any act or acts, state or federal, dealing with or relating to the subject or subjects of
bankruptcy or insolvency, or under any amendment of such act or acts, either as a bankrupt or as an insolvent,
or as a debtor, or in any similar capacity, wherein or whereby such Person asks or seeks or prays to be
adjudicated a bankrupt, or is to be discharged from any or all of such Person's debts or obligations, or offers to
such Person's creditors to effect a composition or extension of time to pay such Person's debts or asks, seeks
or prays for reorganization or to effect a plan of reorganization, or for a readjustment of such Person's debts,or
for any other similar relief, or if any such petition or any such proceedings of the same or similar kind or
character is filed or instituted or taken against such Person,or if a receiver of the business or of the property or
assets of such Person is appointed by any court,or if such Person makes a general assignment for the benefit of
such Person's creditors.
"Fiscal Year"shall mean the Property Owner's fiscal year for its financial accounting purposes.
"Listed Events"shall mean any of the events listed in Section 5(a)of this Disclosure Agreement.
"MSRB" shall mean the Municipal Securities Rulemaking Board and any successor entity designated
under the Rule as the repository for filing made pursuant to the Rule.
"Participating Underwriter"shall mean Stifel,Nicolaus&Company, Incorporated.
"Person" means an individual, a corporation, a partnership, a limited liability company, an
association, a joint stock company, a trust, any unincorporated organization or a government or political
subdivision thereof.
"Property" means the fee interest in the real property within the boundaries of the District on which
special taxes are authorized to be levied by the District.
"Repository" shall mean the MSRB or any other entity designated or authorized by the Securities and
Exchange Commission to receive reports pursuant to the Rule. Unless otherwise designated by the MSRB or
the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic
Municipal Market Access(EMMA)website of the MSRB, currently located at http://emma.msrb.org.
"Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the
Securities Exchange Act of 1934, as the same may be amended from time to time.
Section 3. Provision of Annual Reports.
(a) Until this Disclosure Agreement terminates in accordance with Section 7 below,the Property
Owner shall, or upon written request shall cause the Dissemination Agent to, not later than three months after
the end of the Fiscal Year, commencing with the report for the 2013/2014 Fiscal Year, provide or cause to be
provided to the Repository an Annual Report which is consistent with the requirements of Section 4 of this
Disclosure Agreement. Not later than fifteen (15) Business Days prior to said date, the Property Owner shall
provide the Annual Report to the Dissemination Agent. The Property Owner shall provide a written
certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual
Report constitutes the Annual Report required to be furnished by the Property Owner hereunder. The
Dissemination Agent may conclusively rely upon such certification of the Property Owner, and shall have no
duty or obligation to review such Annual Report. The Annual Report may be submitted as a single document
or as separate documents comprising a package, and may include by reference other information as provided in
Section 4(a) of this Disclosure Agreement. If the Property Owner's fiscal year changes, it shall give notice of
such change in the same manner as for a Listed Event under Section 5(c).
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(b) If the Property Owner is unable to provide to the Repository an Annual Report by the date
required in subsection (a), the Property Owner shall send a notice to the MSRB in substantially the form
attached as Exhibit A.
(c) The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the name and
address of the Repository if other than the MSRB;and
(ii) to the extent the Annual Report has been provided to the Dissemination Agent, file a
report with the Property Owner,the City and the Trustee(if the Dissemination Agent is other than the
Trustee) certifying that the Annual Report has been provided pursuant to this Disclosure Agreement,
stating the date it was provided and listing the Repository to which it was provided if other than the
MSRB.
Section 4. Content of Annual Reports. The Property Owner's Annual Report shall contain or
incorporate by reference the following:
(a) Any delinquency in the payment of Special Taxes by the Property Owner or any Affiliate
thereof.
(b) Any pending litigation which would adversely affect the ability of the Property Owner to pay
Special Taxes levied on the Property.
(c) Any material change in the ownership of the Property Owner.
(d) The average occupancy rate for the hotel constructed on the Property during the Fiscal Year
for which the Annual Report is provided.
(e) The assumption of any obligations of the Property Owner pursuant to Section 6.
In addition to any of the information expressly required to be provided as described above, the
Property Owner shall provide such further information, if any, as may be necessary to make the specifically
required statements, in the light of the circumstances under which they are made,not misleading.
Any or all of the items listed above may be included by specific reference to other documents,
including official statements of debt issues of the Property Owner or related public entities, which have been
submitted to the Repository or the Securities and Exchange Commission. If the document included by
reference is a final official statement, it must be available from EMMA. The Property Owner shall clearly
identify each such other document so included by reference.
Section 5. Reporting of Significant Events.
(a) Pursuant to the provisions of this Section 5, the Property Owner shall give, or cause to be
given, notice of the occurrence of any of the following events:
(i) failure by the Property Owner or any Affiliate thereof to pay any real property taxes
(including any Mello-Roos special taxes)levied within the District,
(ii) material damage to or destruction of any of the Property,
(iii) default by the Property Owner or any Affiliate thereof on any loan with respect to the
construction or permanent financing of the Property,and
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(iv) The occurrence of an Event of Bankruptcy with respect to the Property Owner, or
any Affiliate of the Property Owner.
Section 6. Assumption of Obligations. If the Property owned by the Property Owner, or any
Affiliate of the Property Owner, is to be conveyed to a Person,the Property Owner shall include a provision in
the conveyance agreement for such Person to agree to execute an Assumption Agreement following the closing
of escrow for the conveyance.
The Property Owner shall enter into an Assumption Agreement with any Person described in the
preceding paragraph, which Assumption Agreement shall be in form and substance satisfactory to the City, or
the acquiring entity shall otherwise enter into an agreement with Dissemination Agent in form substantially
identical to this Disclosure Agreement (except for the identity of the "Property Owner" therein). From and
after the date on which an Assumption Agreement (or replacement agreement in form equivalent to this
Disclosure Agreement) is executed with respect to the Property, the Property Owner shall no longer be
required to comply with the requirements of this Disclosure Agreement;provided however that if, following a
conveyance by the Property Owner of the character described in the first sentence of this Section 6, an
Assumption Agreement (or replacement agreement in form equivalent to this Disclosure Agreement) is not
executed (other than by reason of the willful misconduct of the Dissemination Agent), the Property Owner
shall continue to comply with the requirements of this Disclosure Agreement and, for purposes of Section 3,
the term"Property Owner" shall include, in addition to Property Owner,the Person to whom the Property has
been conveyed.
Section 7. Termination of Reporting Obligation. The Property Owner's obligations under this
Disclosure Agreement shall terminate upon the earliest to occur of. (a)the legal defeasance,prior redemption
or payment in full of all the Bonds, (b)the date on which the Property Owner and all Affiliates of the Property
Owner no longer have a fee interest in the land in the District (subject, however, to the last paragraph of
Section 6 above), (c)the date on which all Special Taxes on the Property are paid or prepaid in full (as
evidenced by the recording of a Notice of Cancellation of Special Tax Lien by the City with respect to such
property), and (d)the date on which the Property Owner delivers to the City and the Dissemination Agent an
opinion of bond counsel acceptable to the City to the effect that the continuing disclosure provided for in this
continuing Disclosure Agreement is no longer required under the Rule to allow the Participating Underwriter
to deal in the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Property Owner
shall give notice of such termination in the same manner as for a Listed Event under Section 5.
Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a
Dissemination Agent to act as such under this Disclosure Agreement, and may discharge any such
Dissemination Agent,with or without appointing a successor Dissemination Agent. The initial Dissemination
Agent shall be the Trustee.
The Dissemination Agent may at any time resign by providing thirty days written notice to the City,
the Property Owner and the Trustee, such resignation to become effective upon acceptance of appointment by
a successor Dissemination Agent. Upon receiving notice of such resignation,the City shall promptly appoint a
successor Dissemination Agent by an instrument in writing, delivered to the Trustee and the Property Owner.
If no appointment of a successor Dissemination Agent shall be made pursuant to the foregoing provisions of
this Section within forty-five(45) days after the Dissemination Agent shall have given to the City,the Property
Owner and the Trustee written notice of its resignation, the Dissemination Agent may apply to any court of
competent jurisdiction to appoint a successor Dissemination Agent. Said court may thereupon after such
notice, if any, as such court may deem proper, appoint a successor Dissemination Agent. The City shall
provide the Property Owner and the Trustee with written notice of the identity of any successor Dissemination
Agent appointed or engaged by the City.
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Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure
Agreement, the Property Owner may amend this Disclosure Agreement, and any provision of this Disclosure
Agreement may be waived,provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3, 4 or 5(a), it may only be
made in connection with a change in circumstances that arises from a change in legal requirements, change in
law, or change in the identity, nature, or status of an obligated person with respect to the Bonds, or type of
business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of
nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the
primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well
as any change in circumstances;
(c) the proposed amendment or waiver either (i)is approved by owners of the Bonds in the
manner provided in the Bond Indenture for amendments to the Bond Indenture with the consent of owners, or
(ii)does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the
owners or beneficial owners of the Bonds; and
(d) no amendment increasing or affecting the obligations or duties of the District, the City, the
Dissemination Agent or the Trustee shall be made without the consent of such party.
If any annual financial information or operating data to be provided in the Annual Report is amended
pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the
amended operating data or financial information shall explain, in narrative form, the reasons for the
amendment and the impact of the change in the type of operating data or financial information being provided.
If an amendment is made to the undertaking specifying the accounting principles to be followed in
preparing financial statements, the annual financial information for the year in which the change is made shall
present a comparison between the financial statements or information prepared on the basis of the new
accounting principles and those prepared on the basis of the former accounting principles. The comparison
shall include a qualitative discussion of the differences in the accounting principles and the impact of the
change in the accounting principles on the presentation of the financial information, in order to provide
information to investors to enable them to evaluate the ability of the Property Owner to meet its obligations.
To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the
accounting principles shall be sent to the Repository in the same manner as for a Listed Event under
Section 5(c).
Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to
prevent the Property Owner from disseminating any other information, using the means of dissemination set
forth in this Disclosure Agreement or any other means of communication, or including any other information
in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this
Disclosure Agreement. If the Property Owner chooses to include any information in any Annual Report or
notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure
Agreement, the Property Owner shall have no obligation under this Disclosure Agreement to update such
information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 11. Default. In the event of a failure of the Property Owner to comply with any
provision of this Disclosure Agreement any Participating Underwriter or any owner or beneficial owner of the
Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the Property Owner to comply with its obligations under this Disclosure
Agreement. A default under this Disclosure Agreement shall not be deemed a default under the Bond
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DOCSOC/1753954v3/022273-0008
Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Property
Owner to comply with this Disclosure Agreement shall be an action to compel performance.
Section 12. Duties, Immunities and Liabilities of Dissemination Agent, The Dissemination
Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Property
Owner agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents,
harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or
performance of its powers and duties hereunder, including the costs and expenses(including attorneys' fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence
or willful misconduct. The Dissemination Agent shall be paid compensation by the District for its services
provided hereunder and all expenses, legal fees and advances made or incurred by the Dissemination Agent in
the performance of its duties hereunder, promptly following receipt by the City of a written invoice therefor.
The Dissemination Agent shall have no duty or obligation to review any information provided to it by the
Property Owner and shall not be deemed to be acting in any fiduciary capacity for the Property Owner, the
Bondholders, or any other party. The obligations of the District and the Property Owner under this Section
shall survive,resignation or removal of the Dissemination Agent and payment of the Bonds.
Section I3. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the
City, the Property Owner(its successors and assigns), the Trustee, the Dissemination Agent, the Participating
Underwriter and the owners and beneficial owners from time to time of the Bonds, and shall create no rights in
any other person or entity.
Dated: March 30,2016 "PROPERTY OWNER"
PCH BEACH RESORT,LLC,a California limited liability
company
By: GRAND RESORT,LLC,a California limited
liability company,Managing Member
By: RLM MANAGEMENT,INC., a
California corporation,Manager
BY:
Y i
Its:
CO ;' V E ART "DISSEMINATION AGENT"
U.S.BANK NATIONAL ASSOCIATION
By:
Its:
6
Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Property
Owner to comply with this Disclosure Agreement shall be an action to compel performance.
Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The Dissemination
Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Property
Owner agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents,
harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or
performance of its powers and duties hereunder, including the costs and expenses(including attorneys' fees) of
defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's negligence
or willful misconduct. The Dissemination Agent shall be paid compensation by the District for its services
provided hereunder and all expenses, legal fees and advances made or incurred by the Dissemination Agent in
the performance of its duties hereunder, promptly following receipt by the City of a written invoice therefor.
The Dissemination Agent shall have no duty or obligation to review any information provided to it by the
Property Owner and shall not be deemed to be acting in any fiduciary capacity for the Property Owner, the
Bondholders, or any other party. The obligations of the District and the Property Owner under this Section
shall survive resignation or removal of the Dissemination Agent and payment of the Bonds.
Section 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the
City, the Property Owner (its successors and assigns), the Trustee, the Dissemination Agent, the Participating
Underwriter and the owners and beneficial owners from time to time of the Bonds,and shall create no rights in
any other person or entity.
Dated: March 30,2016 "PROPERTY OWNER"
PCH BEACH RESORT, LLC, a California limited liability
company
By: GRAND RESORT, LLC,a California limited
liability company,Managing Member
By: RLM MANAGEMENT,INC.,a
California corporation,Manager
By:
Its:
sk. : T "DISSEMINATION AGENT"
U.S. BANK NATIONAL ASSOCIATION
By:-
Its: Authorized Officer
6
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD OF
FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Huntington Beach
Name of Bond Issue: City of Huntington Beach Community Facilities District No.2000-1
(Grand Coast Resort)2013 Special Tax Refunding Bonds
Date of Issuance: July 31,2013
NOTICE IS HEREBY GIVEN that PCH Beach Resort, LLC (the"Property Owner")has not provided
an Annual Report with respect to the above-named Bonds as required by Section 3 of the Continuing
Disclosure Agreement-Property Owner dated July 31, 2013 executed by the Property Owner for the benefit of
the owners and beneficial owners of the above-referenced bonds. The Property Owner anticipates that the
Annual Report will be filed by
Dated: ,20
PCH BEACH RESORT,LLC
By:
Its:
cc: City of Huntington Beach
2000 Main Street
Huntington Beach, California 92648
Attention: Director of Finance
U.S. Bank National Association,as Trustee
633 West 5`h Street,241h Floor
Los Angeles,California 90071
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DOCSOC/1753954v3/022273-0008
'• Hugh Nguyen RECENED
� Clerk-Recorder MAY 11. 2016
; �• Dept. of Planning & Building
•' Orange County g
Clerk-Recorder's Office
12 Civic Center Plaza, Room 106, P.O. Box 238, Santa Ana, CA 92702
web: www.oc.ca.gov/recorder/
PHONE (714) 834-2500 FAX (714) 834-5284
CITY OF HUNTINGTON BEACH
2000 MAIN ST, RECENEL)
HUNTINGTON BEACH, CA 92648
MAY 13 2016
Dept. of Planning & Building
Office of the Orange County Clerk-Recorder
Memorandum
SUBJECT: PUBLIC NOTICE
The attached notice was received, filed and a copy was posted on 03/29/2016
It remained posted for 30(thirty) days.
Hugh Nguyen
Clerk- Recorder
In and for the County of Orange
By: Trejo, Ernesto Deputy
Public Resource Code 21092.3
The notice required pursuant to Sections 21080.4 and 21092 for an environmental impact report
shall be posted in the office of the County Clerk of each county *** in which the project will be
located and shall remain posted for a period of 30 days. The notice required pursuant to Section
21092 for a negative declaration shall be so posted for a period of 20 days, unless otherwise
required by law to be posted for 30 days. The County Clerk shall post notices within 24 hors of
receipt.
Public Resource Code 21152
All notices filed pursuant to this section shall be available for public inspection, and shall be
posted *** within 24 hours of receipt in the office of the County Clerk. Each notice shall remain
posted for a period of 30 days.
*** Thereafter,the clerk shall return the notice to the local lead agency *** within a notation of
the period it was posted. The local lead agency shall retain the notice for not less than nine
months.
Additions or changes by underline; deletions by ***
POSTE
MAR 2 9 2016
CLERs —RECORDER
ORDINANCE NO. 4082
_....._..__.1... ._._ DEPUTY
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH, ACTING IN ITS CAPACITY AS THE
LEGISLATIVE BODY OF THE CITY OF THE HUNTINGTON
BEACH COMMUNITY FACILITIES DISTRICT NO. 2000-1
(GRAND COAST RESORT) AUTHORIZING THE LEVY OF A
SPECIAL TAX WITHIN THE HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO. 2000-1 (GRAND
COAST RESORT)
WHEREAS, pursuant to Chapter 3.56 (commencing with Section 3.56.010) of the
Municipal Code of the City of Huntington Beach (the "Code") and the Mello-Roos Community
Facilities Act of 1982, as amended, being Chapter 2.5 of Part 1 of Division 2 of Title 5 of the
California Government Code (the "Act") after a public hearing on April 17, 2000, the City
Council (the "City Council") of the City of Huntington Beach (the "City"), adopted Resolution
No. 2000-35 on April 17, 2000, which fonned City of Huntington Beach Community Facilities
District No. 2000-1 (Grand Coast Resort) (the "District"), and authorized the levy of a Special
Tax in accordance with the rate and method of apportioninent for the District (the "Rate and
Method of Apportionment"), the incurring of bonded indebtedness and the establishment of an
appropriations limit for the District, which were approved by more than two thirds vote by the
qualified electors within the District on April 17, 2000; and
WHEREAS, subsequent to such formation, the District received a petition signed by PCH
Beach Resort, LLC, the lessee of 25% or more of the taxable property (the "Owner") within the
District to amend and restate the Rate and Method of Apportionment (the "Amended and
Restated Rate and Method"); and
WHEREAS, after adopting Resolution No. 2016-02 stating its intention to adopt the
Amended and Restated Rate and method attached as Attachment "A" thereto, this City Council
held a noticed public hearing (the "Public Hearing") as required by law, at which Public Hearing
all persons desiring to be heard on all matters pertaining to the approval of the Amended and
Restated Rate and Method, were heard and a full and fair hearing was held, and no majority
protest of the type described in Section 53337 of the Act was received, and
WHEREAS, at the Public Hearing, evidence was presented to the City Council on the
matters before it, and the approval of the Amended and Restated Rate and Method was not
precluded by a majority protest of the type described in Section 53337 of the Act, and this City
Council at the conclusion of the hearing was fully advised as to all matters relating to the
approval of the Amended and Restated Rate and Method; and
WHEREAS, upon concluding the Public Hearing, the City Council called and duly held
an election on March 7, 2016, within the boundaries of the District pursuant to Resolution No.
2016-08 for the purpose of presenting to the qualified electors within the District the proposition
on the approval of the Amended and Restated Rate and Method, at which the qualified electors
16-5112/131478 1
ORDINANCE NO. 4082
approved by more than a two-thirds vote Proposition A, authorizing the levy of a Special Tax
within the District in accordance with the Amended and Restated Rate and Method; and
WHEREAS, on March 7, 2016, following the close of the special election and the
canvassing of the ballots, the City Council adopted Resolution No. 2016-09 (the "Resolution of
Change"), certifying the results of the special election and approving the Amended and Restated
Rate and Method;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF HUNTINGTON
BEACH COMMUNITY FACILITIES DISTRICT NO. 2000-1 (GRAND COAST RESORT),
ORDAINS AS FOLLOWS:
1. The above recitals are all true and correct.
2. By the passage -of this Ordinance, the City Council authorizes the levy of a
Special Tax within the District at the maximum rates and in accordance with the Amended and
Restated Rate and Method. The Amended and Restated Rate and Method hereby replaces and
supersedes in its entirety the Rate and Method of Apportionment as identified in Ordinance No.
3519 of the City; provided that by its terms, the Amended and Restated Rate and Method will not
be effective and shall not apply to the levy of the Special Tax until fee title to all Taxable
Property within the District is conveyed to a person or entity which is not an entity of the State,
federal or any local government.
3. The City Council is hereby further authorized to determine in each subsequent
fiscal year, by ordinance, or by resolution if permitted by then applicable law, on or before
August 10 of each year, or such later date as is permitted by law, the specific Special Tax rate
and amount to be levied on each parcel of land in the District pursuant to the Amended and
Restated Rate and Method. The Special Tax rates to be levied pursuant to the Amended and
Restated Rate and Method shall not exceed the applicable maximum rates set forth therein, but
the Special Tax may be levied at a lower rate if authorized by the Amended and Restated Rate
and Method.
4. Properties or entities of the State, federal or other local governments shall be
exempt from the Special Tax, except as otherwise provided in Sections 53317.3 and 53317.5 of
the Act and the Amended and Restated Rate and Method. No other properties or entities are
exempt from the Special Tax unless the properties or entities are expressly exempted in the
Resolution of Change, or in a Resolution of Change to levy a new Special Tax or Special Taxes
or to alter the Rate and Method of Apportionment of an existing Special Tax as provided in
Section 53334 of the Act.
5. All of the collections of the Special Tax pursuant to the Amended and Restated
Rate and Method shall be used as provided for in the Act and the Resolution of Change. The
Special Tax shall be levied within the District only so long as needed for the purposes described
in the Amended and Restated Rate and Method.
6. The Special Tax levied pursuant to the Amended and Restated Rate anMft1�`�op
shall be collected in the same marmer as ordinary ad valorem property taxes are collected an
TED
2 MAR 2 9 2010
1 6-5 1 1 2/1 3 1 478
F6t1(aH NGUYEN,CLERK-RECORDER
ORDINANCE NO. 4082
shall be subject to the same penalties and the same procedure, sale and lien priority in case of
delinquency as is provided for ad valorem taxes (which such procedures include the exercise of
all rights and remedies permitted by law to make corrections, including, but not limited to, the
issuance of amended or supplemental tax bills), as such procedure may be modified by law or by
this City Council from time to time.
7. As a cumulative remedy, if any amount levied as a Special Tax for payment of the
interest or principal of any bonded indebtedness of the District, together with any penalties and
other charges accruing under this Ordinance, are not paid when due, the City Council may, not
later than four years after the due date of the last installment of principal on said bonds, order
that the same be collected by an action brought in the Superior Court to foreclose the lien of such
Special Tax.
8. This Ordinance relating to the levy of the Special Tax within the District.shall
take effect 30 days following its final passage, and the specific authorization for adoption is
pursuant to the provisions of Section 53340 of the Act.
9. The City Clerk is hereby authorized to transmit a certified copy of this Ordinance
to the Office of the Clerk-Recorder of the County of Orange, and to perform all other acts which
are required by the Act, this Ordinance or by law in order to accomplish the purpose of this
Ordinance.
INTRODUCED ON the 7t" day of March, 2016, T
MAR 2 9 2015
HUGH teGUYE{d, LERK-RECORDER
BY. DEPUTY
3
1 6-5 1 1 211 3 1 478
ORDINANCE NO. 4082
PASSED, APPROVED AND ADOPTED this )j day of March, 2016.
Mayor
ATTEST:
i Clerk
REVIE ED AND APPROVED: APPROVED AS T FORM:
Cith na er i Attorney
rITIIATED APPR VED:
Assi ant City Mana
MAR 2 9 2010
HUGH NGUYE1d,CLE '(-RECORDER
BY. DEPUTY
4
16-5112/131478
i
)96 ��d�
Ord. No. 4082
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L. FLYNN,the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of Huntington
Beach is seven; that the foregoing ordinance was read to said City Council at a Regular
meeting thereof held on March 7,2016, and was again read to said City Council at a
Regular meeting thereof held on March 21,2016, and was passed and adopted by the
affirmative vote of at least a majority of all the members of said City Council.
AYES: Posey, O'Connell, Sullivan, Katapodis, Hardy, Delgleize, Peterson
NOES: None
STED
ABSENT: None MAR 2 9 20906
HUGH NGU`lEN,CLE K-RECORDER
ABSTAIN: None
BY: DEPUTY
I,Joan L.Flynn,CITY CLERK of the City of Huntington
Beach and ex-officio Clerk of the City Council,do hereby
certify that a synopsis of this ordinance has been published
in the Huntington Beach Wave on March 31,2016.
In accordance with the City Charter of said City
Joan L. Flynn, Qy Clerk City CVrk and ex-offici Clerk
Senior Deputy City Clerk of the City Council of the City
of Huntington Beach, California
CM Of ft oikow aft In aft Offi=.
Z*►Cisek lak 9 s
Cam of CRY of
Dept ID ED 16-09 Page 1 of 2
Meeting Date 3/21/2016
_ CITY OF HUNTINGTON BEACH
REQUEST FOR CITY COUNCIL ACTION
MEETING DATE: 3/21/2016
SUBMITTED TO. Honorable Mayor and City Council Members
SUBMITTED BY: Fred A Wilson, City Manager
PREPARED BY: Lori Ann Farrell, Director of Finance
Kellee Fritzal, Deputy Director Business Development
SUBJECT: Adopt Ordinance 4082 authorizing the levy of a special tax within the Huntington
Beach Community Facilities District No 2000-1 (Grand Coast Resort), and
Resolution 2016-15 approving the form of Amendment No 1 to Bond Indenture
and authorizing other actions in connection therewith
(Ord No 4082 Approved for Introduction 3/7/2016, Vote 7-0)
Statement of Issue
On March 7, 2016, the City Council approved the changing of the tax method in order to complete
the sale of the property within the Huntington Beach Community Facilities District 2000-01 to PCH
Beach Resorts LLC ("CFD") This action approves the second reading of Ordinance 4082, and
adopts a Resolution that approves the remaining actions required to amend the bond documents
and notify the bondholders of the change
Financial Impact
There is no fiscal impact to the City or the CFD 2001-1 (Grand Coast Resort) These taxes do not
affect the General Fund There is no net effect to the CFD debt service or tax levies All fees are
being paid by PCH Beach Resort LLC
Recommended Action
1 Adopt Ordinance 4082, "Ordinance of the City Council of the City of Huntington Beach,
Acting in its Capacity as The Legislative Body of City of Huntington Beach Community
Facilities District No 2000-1 (Grand Coast Resort) Authorizing The Levy of a Special Tax
Within Huntington Beach Community Facilities District No 2000-1," and
2 Adopt Resolution 2016-15, "A Resolution of the City Council of the City of Huntington
Beach, Acting as The Legislative Body of City of Huntington Beach Community Facilities
District No 2000-1 (Grand Coast Resort), Approving the Form of Amendment No 1 to Bond
Indenture and Authorizing Other Actions in Connection Therewith "
Alternative Action(s)
Do not approve the above items and direct staff as necessary
Analysis
On March 7, 2016, the City Council introduced Ordinance 4082 which adopted an amended and
restated method of apportionment for the taxes in the Huntington Beach Community Facilities
District 2000-01 (Grand Coast Resort) The City Council is asked to approve the second reading of
the ordinance If approved, the ordinance will be effective 30 days from the date of this action
Item 10. - 1 f B -2 t 6-
Dept ID ED 16-09 Page 2 of 2
Meeting Date 3/21/2016
In addition, the City Council is asked to consider the final action for the change to the rate and
method of funding for the CFD Resolution 2016-15 amends certain provisions of the bond
documents related to the Huntington Beach Community Facilities District 2000-01, which were
approved at the March 7, 2016, City Council meeting Although the total tax revenues and debt
service amounts are unchanged, the legal method of tax apportionment and collection has been
changed As approved, the change is from security of the leasehold payment to the security of the
property tax Upon approval, all of the bondholders will be informed of the change as legally
required
Environmental Status
Not applicable
Strategic Plan Goal
Strengthen economic and financial sustainability
Attachment(s)
1 Ordinance 4082, "Ordinance of the City Council of the City of Huntington Beach, Acting in its
Capacity as The Legislative Body of City of Huntington Beach Community Facilities District
No 2000-1 (Grand Coast Resort)Authorizing The Levy of a Special Tax Within Huntington
Beach Community Facilities District No 2000-1,"
2 Resolution 2016-15, "A Resolution of the City Council of the City of Huntington Beach,
Acting as The Legislative Body of City of Huntington Beach Community Facilities District No
2000-1 (Grand Coast Resort), Approving the Form of Amendment No 1 to Bond Indenture
and Authorizing Other Actions in Connection Therewith," and,
3 Amendment No 1 to Bond Indenture
ins -21 7- Item 10. - 2
ATTACHMENT # 1
ORDINANCE NO 4082
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH, ACTING IN ITS CAPACITY AS THE
LEGISLATIVE BODY OF THE CITY OF THE HUNTINGTON
BEACH COMMUNITY FACILITIES DISTRICT NO 2000-1
(GRAND COAST RESORT) AUTHORIZING THE LEVY OF A
SPECIAL TAX WITHIN THE HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND
COAST RESORT)
WHEREAS, pursuant to Chapter 3 56 (commencing with Section 3 56 010) of the
Municipal Code of the City of Huntington Beach (the "Code") and the Mello-Roos Community
Facilities Act of 1982, as amended, being Chapter 2 5 of Part 1 of Division 2 of Title 5 of the
California Government Code (the "Act") after a public hearing on April 17, 2000, the City
Council (the "City Council") of the City of Huntington Beach (the "City"), adopted Resolution
No 2000-35 on April 17, 2000, which formed City of Huntington Beach Community Facilities
District No. 2000-1 (Grand Coast Resort) (the "District"), and authorized the levy of a Special
Tax in accordance with the late and method of apportionment for the Distlict (the "Rate and
Method of Apportionment"), the incurring of bonded indebtedness and the establishment of an
appropriations limit for the District, which were approved by more than two thirds vote by tine
qualified electors within the District on April 17, 2000, and
WHEREAS, subsequent to such formation, the District received a petition signed by PCH
Beach Resort, LLC, the lessee of 25% of more of the taxable property (the "Owner") within the
District to amend and restate the Rate and Method of Apportionnent (the "Amended and
Restated Rate and Method"), and
WHEREAS, after adopting Resolution No 2016-02 stating its intention to adopt the
Amended and Restated Rate and method attached as Attachment "A" thereto, this City Council
held a noticed public hearing (the "Public Hearing") as iequued by law, at which Public Hearing
all persons desii mg to be heard on all matters per tanning to the appi oval of the Amended and
Restated Rate and Method, were heatd and a full and fail hearing was held, and no maloilty
protest of the type described in Section 53337 of the Act was received, and
WHEREAS, at the Public Healing, evidence was presented to the City Council on the
matters before it, and the approval of the Amended and Restated Rate and Method was not
precluded by a majority protest of the type described in Section 53337 of the Act, and this City
Council at the conclusion of the hearing was fully advised as to all matters (elating to the
approval of the Amended and Restated Rate and Method; and
WHEREAS, upon concluding the Public Hearing, the City Council called and duly held
an election on March 7, 2016, within the boundaries of the District pursuant-to Resolution No
2016-08 for the purpose of presenting to the qualified electors within the Distlict the proposition
on the approval of the Amended and Restated Rate and Method, at which the qualified electors
16-5112/131478 1
ORDINANCE NO 4082
approved by more than a two-thirds vote Proposition A, authorizing the levy of a Special Tax
within the District in accordance with the Amended and Restated Rate and Method, and
WHEREAS, on March 7, 2016, following the close of the special election and the
canvassing of the ballots, the City Council adopted Resolution No 2016-09 (the "Resolution of
Change"), certifying the results of the special election and approving the Amended and Restated
Rate and Method,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF HUNTINGTON
BEACH COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND COAST RESORT),
ORDAINS AS FOLLOWS-
1 The above recitals are all true and correct
2. By the passage of this Ordinance, the City Council authorizes the levy of a
Special Tax within the District at the maximum rates and in accordance with the Amended and
Restated Rate and Method The Amended and Restated Rate and Method hereby replaces and
supersedes in its entirety the Rate and Method of Apportionment as identified in Oidmance No
3519 of the City, provided that by its terms, the Amended and Restated Rate and Method will not
be effective and shall not apply to the levy of the Special Tax until fee title to all Taxable
Property within the District is conveyed to a person or entity which is not an entity of the State,
federal or any local government.
3 The City Council is hereby further authorized to determine in each subsequent
fiscal year, by ordinance, or by resolution if pennitted by then applicable law, on of before
August 10 of each year, or such later date as is permitted by law, the specific Special Tax rate
and amount to be levied on each parcel of land in the District pursuant to the Amended and
Restated Rate and Method. The Special Tax rates to be levied pursuant to the Amended and
Restated Rate and Method shall not exceed the applicable maximum rates set forth therein, but
the Special Tax may be levied at a lower rate if authorized by the Amended and Restated Rate
and Method
4 Properties or entities of the State, federal or other local governments shall be
exempt from the Special Tax, except as otherwise provided in Sections 53317 3 and 53317 5 of
the Act and the Amended and Restated Rate and Method No other properties or entities ale
exempt from the Special Tax unless the properties or entities are expressly exempted in the
Resolution of Change, or in a Resolution of Change to levy a new Special Tax or Special Taxes
or to alter the Rate and Method of Apportionment of an existing Special Tax as provided in
Section 53334 of the Act.
5 All of the collections of the Special Tax pursuant to the Amended and Restated
Rate and Method shall be used as provided for in the Act and the Resolution of Change The
Special Tax shall be levied within the District only so long as needed for the purposes described
in the Amended and Restated Rate and Method
6 The Special Tax levied pursuant to the Amended and Restated Rate and Method
shall be collected in the same mailer as ordinary ad valorem property taxes are collected and
2
16-5112/131478
ORDINANCE NO 4082
shall be subject to the same penalties and the same pioceduie, sale and lien piiority in case of
delinquency as is provided for ad valorem taxes (which such procedures include the exercise of
all lights and remedies permitted by law to make corrections, including, but not limited to, the
issuance of amended of supplemental tax bills), as such pioceduie may be modified by law of by
this City Council fiom time to time
7 As a cumulative remedy, if any amount levied as a Special Tax for payment of the
interest of principal of any bonded indebtedness of the District, together with any penalties and
other charges accruing under this Oidinance, are not paid when due, the City Council may, not
later than four years after the due date of the last installment of principal on said bonds, oidei
that the same be collected by an action brought in the Superioi Court to foreclose the lien of such
Special Tax
8 This Oidinance ielatmg to the levy of the Special Tax within the District shall
take effect 30 days following its final passage, and the specific authorization for adoption is
pursuant to the provisions of Section 53340 of the Act
9 The City Clerk is hereby authorized to transmit a certified copy of this Oidinance
to the Office of the Clerk-Recoi del of the County of Orange, and to pen for in all other acts which
are required by the Act, this Oidinance or by law in order to acconnplish the pu>pose of this
Oi dinance.
INTRODUCED ON the 7°' day of Mal ch, 2016
3
1 6-5 1 1 2/1 3 1 478
ORDINANCE NO 4082
PASSED, APPROVED AND ADOPTED this day of Mai ch, 2016
Mayoi
ATTEST
i Cleil:
REVIEWED AND APPROVED APPROVED AS T FORM
C1t} na el t Attotney
I TIATED A APPR VED
Ass1 ant City Mana
4
16-5112/131478
Ord. No. 4082
STATE OF CALIFORNIA )
COUNTY OF ORANGE
CITY OF HUNTINGTON BEACH )
I, JOAN L FLYNN,the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of Huntington
Beach is seven, that the foregoing ordinance was read to said City Council at a Regular
meeting thereof held on March 7,2016, and was again read to said City Council at a
Regular meeting thereof held on March 21,2016, and was passed and adopted by the
affirmative vote of at least a majority of all the members of said City Council
AYES: Posey, O'Connell, Sullivan, Katapodis, Hardy, Delgleize, Peterson
NOES: None
ABSENT: None
ABSTAIN: None
I,Joan L Flynn,CITY CLERK of the City of Huntington
Beach and ex-officio Clerk of the City Council,do hereby
certify that a synopsis of this ordinance has been published
in the Huntington Beach Wave on March 31,2016 n�
In accordance with the City Charter of said City
Joan L Flynn, City Clerk City rk and ex-office Clerk
Senior Deputy City Clerk of the City Council of the City
of Huntington Beach, California
City of Huntington Beach
z° = 2000 Main Street ♦ Huntington Beach, CA 92648
#ti
(714) 536-5227 ♦ www.huntingtonbeachca.gov
FEBYI) �gp9 F� Office of the City Clerk
/ Joan L. Flynn, City Clerk
March 24, 2016
Orange County Clerk-Recorder
ATTN Hugh Nguyen
12 Civic Center Plaza, Room 101
Santa Ana, CA 92701
Dear Mr Nguyen
Enclosed please find for your records a certified copy as required by Ordinance No
4082 be transmitted to you, "Ordinance of the City Council of the City of Huntington
Beach Acting in its Capacity as the Legislative Body of the City of Huntington Beach
Community Facilities District No 2000-1 (Grand Coast Resort) Authorizing the Levy of a
Special Tax Within the Huntington Beach Community Facilities District No 2000-1
(Grand Coast Resort) "
If you have any questions, feel free to contract me at (714) 536-5404
Sincerely,
1?�W.
+,A_�
Joan L Flynn
City Clerk
JF pe
Enclosure
Sister Cities Anjo,Japan ♦ Wartakere,New Zealand
F,AATTAM
CFIM 2
RESOLUTION NO 2 016—15
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH, ACTING AS THE LEGISLATIVE BODY OF CITY OF
HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO 2000-1
(GRAND COAST RESORT), APPROVING THE FORM OF AMENDMENT
NO. 1 TO BOND INDENTURE AND AUTHORIZING OTHER ACTIONS IN
CONNECTION THEREWITH
WHEREAS, on January 18, 2000, the City Council of the City of Huntington Beach (the
"City Council") adopted Resolution No 2000-5 stating its intention to establish City of
Huntington Beach Community Facilities District No 2000-1 (Grand Coast Resort) (the
"District") pursuant to Chapter 3 56 (commencing with Section 3 56 010) of the Municipal Code
(the "Code") of the City of Huntington Beach (the "City") and the Mello-Roos Community
Facilities Act of 1982, as amended, being Chapter 2 5 of Part 1 of Division 2 of Title 5 of the
Government Code of the State of California (the "Act"); and
WHEREAS, on Aptil 17, 2000, the City Council conducted a noticed public heating to
determine whether to proceed with the formation of the Dish ict, issue bonds to pay for
improvements and incidental expenses related thereto foi the Benefit of the Distttct, and
authorize the levy of special taxes (the "Special Tax") pursuant to the late and method of
apportionment of a special tax in the form attached to Resolution No 2000-5 (the "Rate and
Method") for the purposes desctibed in Resolution No 2000-5, and
WHEREAS, pursuant to Resolution No 2000-35 adopted on April 17, 2000 (the
"Resolution of Formation"), the City Council determined that, under Sections 3 56 070 and
3 56 040 of the Code, in order to carry out the purposes of the Code, and for the City and the
foi n'iet Redevelopment Agency of the City of Huntington Beach (the "Agency") to carry out
their respective purposes, the Agency is a public agency subject to the Special Tax, and
WHEREAS, pursuant to the Act, the Rate and Method and the Resolution of Formation,
the Special Tax was levied on the leasehold intetests rn Taxable Property (as defined in the Rate
and Method) within the District, and all property within the District owned by entities of the
State of California and federal and local governments not subject to a leasehold interest, was
exempt from the Special Tax, and
WHEREAS, the Agency, as lessor, and PCH Beach Resort, LLC, a California limited
liability company ("PCH Beach Resort"), as lessee, entered into a Ground Lease dated April 4,
2001 (the "Lease"), pursuant to which the Agency leased to PCH Beach Resort all of the land
within the Disti tct for a term of 99 years, and
WHEREAS, pursuant to Asserribly Bill No 26 ("AB X126") adopted on June 28, 2011,
the Agency was dissolved and, pursuant to Resolution 2012-01 adopted on January 9, 2012, the
City Council of the City elected to have the City serve as the successor to the Agency, and
1
16-5112/133554
Resolution No . 2016-15
WHEREAS, the City, as successor to the Agency (the "Successor Agency") is the current
fee title owner to the land within the Dishict and has succeeded to all rights, obligations and
covenants under the Lease, and
WHEREAS, the Califoinia Department of Finance has approved the Successor Agency's
long range property management plan, which directs the Successoi Agency to sell and otherwise
dispose of its ieal property assets, including, but not limited to, the land within the Dishict, and
WHEREAS, in connection with the sale and conveyance of the land within the District to
PCH Beach Resort, the City Council acting as the legislative body of the District, adopted
Resolution No 2016-02 on Januaty 19, 2016, declating its intention to amend and iestate the
Rate and Method (as amended, the "Amended and Restated Rate and Method") to provide that
upon such sale and conveyance of such land to a private person or entity, the Special Tax shall
theieafter be levied on the fee interest in the piopeity within the Distiict rather than the leasehold
interest; and
WHEREAS, aftei a duly noticed public healing held on Maich 7, 2016, the City Council,
acting as the legislative body of the District, submitted the proposition of the levy of the Special
Tax within the Dishict in accoidance with the Amended and Restated Rate and Method to the
qualified electois within the District, which proposition was appioved by moie than two-thirds of
the votes cast, and
WHEREAS, on Maich 7, 2016, the City Council, acting as the legislative body of the
Dishict, adopted Resolution No 2016-9 appioving the Amended and Restated Rate and Method,
and
WHEREAS, the Distiict has issued its $12,956,000 aggiegate principal amount of City of
Huntington Beach Community Facilities Distiict No 2000-1 (Grand Coast Resoit) 2013 Special
Tax Refunding Bonds (the "Bonds") pursuant to a Bond Indenture, dated as of July 1, 2013 (the
"Indenture"), by and between the Distiict and U S Bank National Association, which Bonds aie
curiently outstanding, and
WHEREAS, the District desries to amend the Indentuie in accoidance with its [elms to
ieflect the approval of the Amended and Restated Rate and Method in the form of Amendment
No I to Bond Indentuie (the "Amendment") piesented to the City Council and to authorize City
staff to take such actions as necessary to provide notice to owners of the Bonds of the approval
of the Amended and Restated Rate and Method,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH, ACTING AS THE LEGISLATIVE BODY OF CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND COAST RESORT), DOES
HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS
1 Each of the above recitals is true and correct and is adopted by the legislative
body of the District
2
16-5112/133554
Resolution No . 2016-15
2 The form of the Amendment presented to the City Council is hereby approved
The Mayoi, City Manager or Directoi of Finance, or their written designees (together, the
"Authorized Officeis"), are hereby authorized to sign, and the City Clerk is hereby authorized to
attest to the Amendment in the form approved, with such additions thereto and changes therein
as are recommended or approved by Stiadling Yocca Cailson & Rauth, a Professional
Coiporation, as Bond Counsel for the District, and the officers executing the same, with such
approval to be conclusively evidenced by the execution and delivery of the Amendment
3 All actions heretofoi e taken by offices s and agents of the Dishict and the City
with respect to the Amendment are hereby approved, confirmed and ratified, and the Authorized
Officeis and the other officers of the City and the District responsible for the fiscal affairs of the
District are hereby authorized and directed to take any actions and execute and deliver any and
all documents, including but not limited to any disclosure document necessary to notify owners
of the Bonds of approval of the Amended and Restated Rate and Method, as are necessary to
accomplish the execution and delivery of the Amendment in accordance with the provisions of
this Resolution Any document authorized herein to be signed by the Clerk of the legislative
body of the District may be signed by a duly appointed deputy clerk
4 This Resolution shall be effective upon its adoption
PASSED, APPROVED AND ADOPTED this 21 st day of March , 2016
Mayor
erk
REVIEWFjO APPROVED APPROVED AS TO FORM
City nagei Cit}� ttotne}
71stant
ED AN AP :ED
City Manager
3
16-5112/133154
Res. No. 2016-15
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of
Huntington Beach is seven, that the foregoing resolution was passed and adopted
by the affirmative vote of at least a majority of all the members of said City Council
at a Regular meeting thereof held on March 21, 2016 by the following vote
AYES: Posey, O'Connell, Sullivan, Katapodis, Hardy, Delgleize, Peterson
NOES: None
ABSENT: None
ABSTAIN: None
City C rk and ex-office Clerk of the
City Council of the City of
Huntington Beach, California
ATTAC H M E N T #3
EXECUTION COPY
AMENDMENT NO. 1 TO BOND INDENTURE
This AMENDMENT NO. 1 TO BOND INDENTURE (this "Amendment") is made and
entered into and dated as of April 1, 2016 by and between U.S. BANK NATIONAL
ASSOCIATION, as trustee (the "Trustee") and CITY OF HUNTINGTON BEACH COMMUNITY
FACILITIES DISTRICT NO. 2000-1 (GRAND COAST RESORT) (the "District").
RECITALS
A. The Trustee and the District previously entered into a Bond Indenture, dated as of
July 1, 2013 (the "Original Indenture"), pursuant to which the District issued the $12,965,000
original aggregate principal amount of 2013 Special Tax Refunding Bonds (the "Bonds") which
Bonds are secured by Special Taxes levied on Taxable Property within the District.
B. Pursuant to the Act, the Rate and Method of Apportionment and the Resolution of
Formation, the Special Tax was levied on the leasehold interests in Taxable Property within the
District.
C. The former Redevelopment Agency of the City of Huntington Beach (the"Agency"),
as the former owner of fee title to the property within the District entered into a Ground Lease dated
April 4, 2001 (the "Lease") with PCH Beach Resort, LLC, a California limited liability company
("PCH Beach Resort"), pursuant to which the Agency leased to PCH Beach Resort all of the land
within the District for a term of 99 years.
D. Pursuant to Assembly Bill No. 26 ("AB X126") adopted on June 28, 2011, the
Agency was dissolved and, pursuant to Resolution 2012-01 adopted on January 9, 2012, the City
Council of the City elected to have the City serve as the successor to the Agency (the "Successor
Agency") and succeeded to all rights, obligations and covenants under the Lease.
E. The California Department of Finance approved the Successor Agency's long range
property management plan, which directs the Successor Agency to sell and otherwise dispose of its
real property assets, including, but not limited to, the land within the District.
F. In connection with the sale and conveyance of the land within the District by the
Successor Agency to PCH Beach Resort, the City Council, acting as the legislative body of the
District,has undertaken proceedings in accordance with the Act and the Municipal Code of the City,
to amend and restate the Rate and Method of Apportionment to provide that, upon such sale and
conveyance of such land, the Special Taxes shall thereafter be levied on the fee interest in the
property within the District, as described in the Amended and Restated Rate and Method (as defined
below).
G. Pursuant to Section 6.1(d) of the Original Indenture, the Original Indenture may be
amended, without notice to or consent of any of the Bondowners, to modify, alter or amend the Rate
and Method of Apportionment in any manner so long as such changes do not reduce the maximum
Special Taxes that may be levied in each year on Developed Property (as defined in the Rate and
Method of Apportionment) below the amounts which are necessary to pay Administrative Expenses
and to provide Special Taxes in an amount equal to. one hundred ten percent (110%) of Maximum
Annual Debt Service on the Bonds Outstanding as of the date of such amendment.
1
DOCSOC/1748 757v3/022273-0008
H. Pursuant to Section 6.1(e) of the Original Indenture the Original Indenture may be
modified, altered, amended or supplemented, without notice to or consent of any of the Bondowners,
in any respect which is not materially adverse to the Bondowners.
L The District desires to amend the Original Indenture in order to provide that the
Special Taxes will be levied in accordance with the Amended and Restated Rate and Method of
Apportionment.
AGREEMENT
Section 1. This Amendment shall constitute a Supplemental Indenture for purposes of
Article VI of the Original Indenture. This Amendment hereby incorporates by reference all terms
and conditions set forth in the Original Indenture unless specifically modified by this Amendment.
All of the terms and conditions set forth in the Original Indenture that are not specifically modified
by this Amendment shall remain in full force and effect.
Section 2. The capitalized terms set forth in this Amendment not otherwise defined
herein shall have the meanings set forth in the Original Indenture.
Section 3. Section 1.1 of the Original Indenture shall be amended as follows:
(a) Section 1.1 of the Original Indenture is hereby amended to include the following
definitions:
(A) "Amended and Restated Rate and Method of Apportionment" means
that certain Amended and Restated Rate and Method of Apportionment of Special Tax, approved
pursuant to the Resolution of Change, as it may be amended from time to time in accordance with the
Act and this Indenture.
(B) "Resolution of Change"means Resolution No. 2016-9 adopted by the
City Council, acting as the legislative body of the District on March 7, 2016.
(b) The following definitions in Section 1.1 are hereby amended as follows:
(A) "Ordinance" means Ordinance No. 4082 adopted by the legislative
body of the District on March 21, 2016, providing for the levy of the Special Tax.
(B) "Rate and Method of Apportionment" means that certain Rate and
Method of Apportionment of Special Tax, approved pursuant to the Resolution of Formation, as
amended and restated by the Amended and Restated Rate and Method of Apportionment of Special
Tax, approved pursuant to the Resolution of Change, as it may be further amended from time to time
in accordance with the Act and this Indenture.
(C) "Special Taxes" means the taxes authorized to be levied in the
District in accordance with the Ordinance, the Resolution of Formation, the Resolution of Change,
the Act and the Rate and Method of Apportionment.
(c) The definition of"Lease Remedy Forbearance Agreement" in the Original Indenture
is hereby deleted in its entirety.
2
DOCSOC/1748757v3/022273-0008
Section 4. Section 5.2(l)(1) is hereby amended and restated as follows:
14(1) The District shall cause all applications of owners of property in the
District subject to the Rate and Method of Apportionment to prepay and satisfy
the Special Tax obligation for their property to be reviewed by an Independent
Financial Consultant and shall not accept any such prepayment by the District
and the redemption of Bonds with such prepayment, unless the ratio of(i)the
maximum amount of the Special Taxes that may be levied in the District
following such prepayment to (ii)Maximum Annual Debt Service on the Bonds
which will remain Outstanding following such redemption (e.g., 1.15 to 1.0)
will not be less than such ratio as it existed prior to such prepayment."
Section 5. Section 5.2(m) of the Original Indenture is hereby deleted in its entirety.
Section 6. THIS AMENDMENT SHALL BE CONSTRUED AND GOVERNED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICTS OF LAW.
Section 7. Except as otherwise amended pursuant to this Amendment, the Original
Indenture shall remain unchanged, is hereby ratified and confirmed, and shall continue to be in full
force and effect and binding upon the parties hereto.
The District represents and certifies to the Trustee that this Amendment is authorized and
permitted by the Original Indenture. The District, by its execution of this Amendment, authorizes
and requests the Trustee to join in the execution of this Amendment. The District acknowledges that
the Trustee, in entering into this Amendment at the request of the District, shall be entitled to the
protections and limitations from liability granted to the Trustee under the Original Indenture.
[This space intentionally left blank; signature page immediately follows.]
3
DOCSOC/1748 757v3/022273-0008
IN WITNESS WHEREOF,the parties hereto have caused this AMENDMENT NO. 1 TO
BOND INDENTURE to be duly executed as of the day and y ar fir t written above.
By: 4?1441
Citylkhager of the City of Huntington Beach,
for and on behalf of City of Huntington Beach
Community Facilities District No. 2000-1
(Grand Coast Resort)
ATTEST:
APPROVED AS TO FORM
ity lerk of e City of ington Beach,
ac n on behalf of City of ntington Beach
Co unity Facilities District No. 2000-1 ichaei Gates,City Attorney
(Grand Coast Resort)
U.S.BANK NATIONAL ASSOCIATION, as Trustee
By:
Authorized Officer
COUNTERPART
S-1
IN WITNESS WHEREOF,the parties hereto have caused this AMENDMENT NO, 1 TO
BOND INDENTURE to be duly executed as of the day and year first written above.
By:
City Manager of the City of Huntington Beach,
for and on behalf of City of Huntington Beach
Community Facilities District No. 2000-1 _
(Grand Coast Resort)
ATTEST:
City Clerk of the City of Huntington Beach,
acting on behalf of City of Huntington Beach
Community Facilities District No. 2000-1
(Grand Coast Resort)
U.S. BANK NATIONAL ASSOCIATION, as Trustee
By:
Authorized Officer
COUNTERPART
S-1
AMENDMENT NO 1 TO BOND INDEN I URE
This AMENDMENT NO 1 TO BOND INDENTURE (this "Amendment") is made and
entered into and dated as of April 1, 2016 by and between U S BANK NATIONAL
ASSOCIATION, as trustee (the "Trustee'") and CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND COAST RESORT) (the
"District")
RECITALS
A The Trustee and the District pievtously entered into a Bond Indenture, dated as of
July 1, 2013 (the "Original Indenture"), putsuant to which the Dishict issued the $12,965,000
otiginal aggregate ptincipal amount of 2013 Special Tax Refunding Bonds (the "Bonds") which
Bonds aie secured by Special Taxes levied on Iaxable Piopetty within the Distiict
B Pursuant to the Mello-Roos Community facilities Act of 1982, as amended, being
Chapter 2 5 of Patt 1 of Division 2 of Title 5 of the Government Code of the State of Calitotma
(the "Act"), the Rate and Method of Apportionment and the Resolution of Formation, the Special
'fax was levied on the leasehold interests in Taxable Property within the Disttict
C The foimei Redevelopment Agency of the City of Huntington Beach (the
"Agency"), as the foimer owner of fee title to the property within the District entered into a
Giound Lease dated April 4, 2001 (the "Lease") with PCH Beach Resoit, LLC, a California
limited liability company ("PCH Beach Resoit"), putsuant to which the Agency leased to PCII
Beach Resort all of the land wtthin the Disttict for a term of 99 years
D Pursuant to Assembly Bill No 26 ("AB X126") adopted on June 28, 2011, the
Agency was dissolved and, putsuant to Resolution 2012-01 adopted on Januaiy 9, 2012, the City
Council of the City elected to have the City serve as the successor to the Agency (the "Successor
Agency") and succeeded to all tights, obligations and covenants under the Lease
E The California Department of Finance approved the Successor Agency's long
range property management plan, which directs the Successor Agency to sell and otherwise
dispose of its seat property assets, including, but not limited to, the land within the Distiict
F In connection with the sale and conveyance of the land within the District by the
Successor Agency to PCII Beach Resott, the City Council, acting as the legislative body of the
Disttict, has undertaken proceedings in accordance with the Act and the Municipal Code of the
City, to amend and restate the Rate and Method of Apportionment to provide that, upon such salc
and conveyance of such land, the Special Taxes shall thereafter be levied on the fee interest in
the property within the Distiict, as described in the Amended and Restated Rate and Method (as
defined below)
G Pursuant to Section 6 1(d) of the Original Indentui e, the Original Indenture may
be amended, without notice to of consent of any of the Bondowners, to modify, alter of amcnd
the Rate and Method of Apportionment in any manner so long as such changes do not reduce the
maximum Special Taxes that may be levied in each year on Developed Property (as defined in
the Rate and Method of Apportionment) below the amounts which are necessary to pay
1
16-51 12/133556
Admmistiative Expenses and to provide Special Taxes in an amount equal to one hundred ten
percent (110%) of Maximum Annual Debt Service on the Bonds Outstanding as of the date of
such amendment
11 Pursuant to Section 6 l(e) of the Oiigjnal indenture the Oiigmal Indenture may be
modified, altered, amended of supplemented, without notice to of consent of any of the
Bondowners, in any respect which is not materially adverse to the Bondowneis
I The Trustee and the Distiict desue to amend the Oiignmal Indenture in oider to
provide that the Special Taxes will be levied in accordance with the Amended and Restated Rate
and Method of Apportionment
AGREEMENT
Section 1 This Amendment hereby rncotporates by reference all terms and
conditions set forth in the Original Indenture unless specifically modified by this Amendment
All of the terms and conditions set forth in the Oiigmal Indenture that ate not specifically
modified by this Amendment shall remain in full force and effect
Section 2 The capitalized terms set forth in this Amendment not otherwise defined
heiein shall have the meanings set forth in the Ougrnal Indenture
Section 3 Section 1 1 of the Original Indenture shall be amended as follows
(a) Section 1 1 of the Original Indenture is hereby amended to include the following
definitions
(A) "Amended and Restated Rate and Method of Apportionment"
means that certain Amended and Restated Rate and Method of Apportionment of Special `lax,
approved pursuant to the Resolution of Change, as it may be amended tiom time to time In
accordance with the Act and this Indenture
(B) "Resolution of Change" means Resolution No 2016-9 adopted by
the City Council, acting as the legislative body of the District on March 7, 2016
(b) The following definitions in Section 1 1 aie hereby amended as follows
(A) "Ordinance" means Oidinance No 4082 adopted by the legislative
body of the Distiict on March 21, 2016, pioviding for the levy of the Special I ax
(B) "Rate and Method of Apportionment" means that certain Rate and
Method of Appoitionnient of Special Tax, approved pursuant to the Resolution of formation, as
amended and restated by the Amended and Restated Rate and Method of Apportionment of
Special Tax, approved pursuant to the Resolution of Change, as it may be further amended fiom
time to time in accordance with the Act and this Indenture
2
16-5112/133556
(C) "Special Taxes" means the taxes authorized to be levied in the
District in accordance with the Ordinance, the Resolution of Foinnation, the Resolution of
Change, the Act and the Rate and Method of Appoi tronment
(c) The definition of "Lease Remedy Foibeaiaince Agreement" in the Oiiglnal
Indenture is hereby deleted in its entirety
Section 4 Section 5.2(I)(1) is hereby aniended and restated as follows
44(1) The District shall cause all applications of owners of piopeity in
the Distiict subject to the Rate and Method of Appoitionment to prepay and
satisfy the Special Tax obligation foi their piopeity to be reviewed by an
Independent Financial Consultant and shall not accept any such prepayment
by the Dishict and the redemption of Bonds with such prepayment, unless
the ratio of(i) the maximum amount of the Special Taxes that may be levied
in the Disti ict following such prepayment to (i) Maximum Annual Debt
Seivice on the Bonds which will remain Outstanding following such
redemption (e g , 1.15 to 1 0) will not be less than such ratio as it existed
prior to such prepayment."
Section 5 Section 5 2(m) of the Oiiginal Indenture is hereby deleted in its entirety
Section 6 THIS AMENDMENT SHALL BE CONSTRUED AND GOVERNED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA Will-LOUT
REGARD TO THE PRINCIPLES 01 CONFLICTS OF LAW
Section 7 Except as otherwise amended pursuant to this Amendment, the Original
Indenture shall remain unchanged, is hereby iatified and confirmed, and shall continue to be in
full force and effect and binding upon the parties heieto
[This space intentionally left blank, signature page immediately follows
3
16-5112/133556
IN WITNESS WHEREOF, the pasties hereto have caused this AMENDMENJ NO I TO
BOND INDENTURE to be duly executed as of the day and year first written above
4�By °v�
Director of Finance of the City of Huntington
Beach, for and on behalf of City of
Huntington Beach Community Facilities
Disti ict No 2000-1 (Grand Coast Resort)
ATTEST
JBI
leak of the"City*sDistiict
each,
on behalf ofgton
Community F No
2000-1 (Grand Coast Resort)
U S BANK NATIONAL ASSOCIATION, as
Ti ustee
By.
Autho>ized Officei
S-1
16-5112/133556
AMENDMENT NO 1 TO BOND INDENTURE
This AMENDMENT NO 1 TO BOND INDENTURE (this "Amendment") is made and
entered into and dated as of April 1, 2016 by and between U S BANK NATIONAL
ASSOCIATION, as trustee (the "Trustee") and CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND COAST RESORT) (the
"District")
RECITALS
A. The Trustee and the District previously entered into a Bond Indenture, dated as of
July 1, 2013 (the "Original Indenture"), puisuant to which the District issued the $12,965,000
original aggregate principal amount of 2013 Special Tax Refunding Boners (tile "Bonds") which
Bonds are secured by Special Taxes levied on Taxable Piopeity within the District
B Pursuant to the Mello-Roos Community Facilities Act of 1982, as amended, being
Chaptei 2 5 of Pait I of Division 2 of Title 5 of the Government Code of the State of California
(the "Act"), the Rate and Method of Apportionment and the Resolution of Formation, the Special
Tax was levied on the leasehold interests in Taxable Property within the Distuct
C The former Redevelopment Agency of the City of Huntington Beach (the
"Agency"), as the formes owner of fee title to the property within the Distinct entered into a
Giound Lease dated April 4, 2001 (the "Lease") with PCH Beach Resoit, LLC, a California
limited liability company ("PCH Beach Resoit"), puisuant to which the Agency leased to PCH
Beach Resoit all of the land within the District for a team of 99 yeais
D Pursuant to Assembly Bill No 26 ("AB X126") adopted on June 28, 2011, the
Agency was dissolved and, puisuant to Resolution 2012-01 adopted on January 9, 2012, the City
Council of the City elected to have the City seive as the successor_ to the Agency (the "Successor
Agency") and succeeded to all rights, obligations and covenants under the Lease
E The California Department of Finance approved the Successor Agency's long
range property management plan, which directs the Successoi Agency to sell and otherwise
dispose of its real property assets, including, but not limited to, the land within the District
F In connection with the sale and conveyance of the land within the District by the
Successor Agency to PCH Beach Resoit, the City Council, acting as the legislative body of the
District, has undertaken proceedings in accordance with the Act and the Municipal Code of the
City, to amend and restate the Rate and Method of Apportionment to provide that, upon such sale
and conveyance of such land, the Special Taxes shall thereafter be levied on the fee interest in
the property within the District, as desciibed to the Amended and Restated Rate and Method (as
defined below)
0
G Pursuant to Section 6 l(d) of the Original Indenture, the Original Indenture may
be amended, without notice to of consent of any of the Bondowneis, to modify, alter or amend
the Rate and Method of Apportionment in any manner so long as such changes do not reduce the
maximum Special Taxes that may be levied in each year on Developed Property (as defined in
the Rate and Method of Apportiomnent) below the amounts which aie necessary to pay
1
16-5112/133556
Administrative Expenses and to provide Special Taxes in an amount equal to one hundred ten
percent (110%) of Maximum Annual Debt Service on the Bonds Outstanding as of the date of
such amendment
H Pursuant to Section 6 1(e) of the Original Indenture the Original Indenture may be
modified, altered, amended of supplemented, without notice to or consent of any of the
Bondowneis, in any respect which is not materially adverse to the Bondowneis
I The Trustee and the District desire to amend the Original Indenture in ordei to
provide that the Special Taxes will be levied in accordance with the Amended and Restated Rate
and Method of Apportionment
AGREEMENT
Section I This Amendment hereby incorporates by reference all terms and
conditions set forth in the Original Indenture unless specifically modified by this Amendment
All of the terms and conditions set forth in the Original Indenture that are not specifically
modified by this Amendment shall remain in full force and effect
Section 2 The capitalized terms set forth in this Amendment not otherwise defined
heiein shall have the meanings set foith in the Original Indenture
Section 3 Section I 1 of the Original Indenture shall be amended as follows
(a) Section 1 1 of the Original Indentuie is hereby amended to include the following
definitions- ,
(A) "Amended and Restated Rate and Method of Apportionment"
means that certain Amended and Restated Rate and Method of Appoitioiunent of Special Tax,
approved pursuant to the Resolution of Change, as it may be amended from time to time in
accordance with the Act and this Indenture
(B) "Resolution of Change" means Resolution No 2016-9 adopted by
the City Council, acting as the legislative body of the District on March 7, 2016
(b) The following definitions in Section 1 I are hereby amended as follows
(A) "Ordinance" means Ordinance No 4082 adopted by the legislative
body of the District on March 21, 2016, providing for the levy of the Special Tax
(B) "Rate and Method of Apportionment" means that certain Rate and
Method of Appoitionnnent of Special Tax, approved puisuant to the Resolution of Formation, as
amended and restated by the Amended and Restated Rate and Method of Apportionment of
Special Tax, approved pursuant to the Resolution of Change, as it may be fuither amended from
time to time in accordance with the Act and this Indentuie
2
16-5112/133556
(C) "Special Taxes" means the taxes authorized to be levied in the
District in accordance with the Ordinance, the Resolution of Foi nation, the Resolution of
Change, the Act and the Rate and Method of Apportionment
(c) The definition of "Lease Remedy Forbearance Agreement" in the Original
Indenture is hereby deleted in its entirety
Section 4 Section 5 2(1)(1) is hereby amended and restated as follows
44(1) The District shall cause all applications of owners of piopeity in
the District subject to the Rate and Method of Appoitionment to prepay and
satisfy the Special Tax obligation foi their property to be reviewed by an
Independent Financial Consultant and shall not accept any such prepayment
by the Distirct and the redemption of Bonds with such piepaynnent, unless
the ratio of(i) the maximum amount of the Special Taxes that may be levied
in the District following such prepayment to (ii) Maximum Aiunual Debt
Service on the Bonds which will remain Outstanding following such
redemption (e.g , 1 15 to 1 0) will not be less than such iatio as it existed
prioi to such piepayment."
Section 5 Section 5 2(rn) of the Original Indenture is heieby deleted in its entirety
Section 6 THIS AMENDMENT SHALL BE CONSTRUED AND GOVERNED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW
Section 7 Except as otherwise amended pursuant to this Amendment, the Original
Indenture shall remain unchanged, is hereby ratified and confirmed, and shall continue to be in
full force and effect and binding upon the parties hereto
[]-his space intentionally left blank, signature page immediately follows ]
3
1 6-5 1 1 2/1 3 3 556
IN WITNESS WHEREOF, the patties hereto have caused tills AMENDMENT NO 1 TO
BOND INDENTURE to be drily executed as of the day and yeai first written above
4�� Vv4
By yot,
SOVA L
Director of Finance of the City of Huntington
Beach, for and on behalf of City of
Huntington Beach Community Facilities
District No 2000-1 (Grand Coast Resort)
ATTEST
Cit leak of the City o HVngton Beach,
ac i on behalf of Cit Huntington
B h Co11ll11Ulllty FacileDishict No
2000-1 (Grand Coast Resort)
U S BANK NATIONAL ASSOCIATION, as
Trustee
By-
Authorized Offcei
S-1
16-5112/133556
Dept ID ED 16-07 Page 1 of 3
Meeting Date 3/7/2016
A� 7
r
CITY OF HUNTINGTON BEACH
REQUEST FOR SUCCESSOR AGENCY AND CITY COUNCIL
r
ACTION
MEETING DATE: 3/7/2016
SUBMITTED TO: Honorable Chair/Mayor and Successor Agency/City Council Members
SUBMITTED BY: Fred A Wilson, Executive Director/City Manager
PREPARED BY: Lori Ann Farrell, Director of Finance
Kellee Fritzal, Deputy Director Business Development
SUBJECT: Adopt Successor Agency Resolution No 2016-03 approving the Agency to Vote,
Adopt City Council Resolution No 2016-08 Calling An Election, Adopt City
Council Resolution No 2016-09 Certifying the Results of An Election, Approve
for introduction Ordinance No 4082 authorizing the Levy of a Special Tax within
Huntington Beach Community Facilities District(CFD) No 2000-1 (Grand Coast
Resort/Hyatt), and, authorize documents be submitted to the Clerk-Recorder for
the County of Orange
Statement of Issue
On January 19, 2016, the City Council, acting in its capacity as the Legislative Body of Community
Facilities District No 2000-1 (Grand Coast Resort), approved Resolution 2016-02 which declared
its intent to consider an amendment to the rate and method of apportionment of the special tax (the
"Rate and Method") for the Community Facilities District 2000-01 (Grand Coast Resort) These
actions are the required next steps to change the tax method in order to complete the sale of the
property to PCH Beach Resorts LLC Due to the dissolution of redevelopment agencies in
California, the Successor Agency was required to sell all properties owned by the Agency On
December 21, 2015, the Successor Agency approved the sale of the Hyatt property to PCH Beach
Resort LLC (the Mayer Corporation). Prior to the close of escrow of the sale, the current Rate and
Method for Community Facilities District Bond (CFD) 2000-1 (Grand Coast Resort), (the "District'),
must be amended to adjust the method of the special tax so that the Special Taxes, which secure
approximately$12,000,000 in outstanding bonds, will be levied on the fee interest in the property in
the District rather than the leasehold interest
Financial Impact
There is no fiscal impact to the City PCH Beach Resort LLC will pay all legal costs in connection
with the proceedings to amend the Rate and Method of the apportionment All other administrative
costs will be paid by the District
Successor Agency and City Council Recommended Actions:
A) Successor Agency—Adopt Resolution No 2016-03, "Resolution of the Successor Agency to the
Redevelopment Agency of the City of Huntington Beach, Authorizing the Successor Agency to Vote
and Take Certain Other Actions with Respect to the Amendment of the Rate and Method of
Apportionment of Special Tax for City of Huntington Beach Community Facilities District No 2000-1
(Grand Coast Resort)," and,
B) City Council -Adopt Resolution No 2016-08, "Resolution of the'City Council of the City of
Huntington Beach, Acting as the Legislative Body of Community Facilities District No 2000-1 of
Item 18. - 1 HB -456-
Dept ID ED 1"7 Page 2 of 3
Meeting Date W12016
The City of Huntington Beach, Calling An Election In Connection with the Adoption of an Amended
and Restated Rate and Method of Apportionment of Special Tax and Making Certain Findings and
Taking Certain Actions in Relation Thereto," and,
C) City Council -Adopt Resolution 2016-09, "Resolution of the City Council of the City of
Huntington Beach Acting in its Capacity as the Legislative Body of City of Huntington Beach V
Community Facilities District No 2000-1 (Grand Coast Resort) Certifying the Results of the March
7, 2016 Special Tax Election and Adopting an Amended Rate and Method of Apportionment of
Special Tax," and,
D) City Council -Approve for introduction Ordinance No 4082, "Ordinance of the City Council of the
City of Huntington Beach, Acting in its Capacity as The Legislative Body of City of Huntington
Beach Community Facilities District No 2000-1 (Grand Coast Resort) Authorizing The Levy of a
Special Tax Within Huntington Beach Community Facilities District No 2000-1 (Grand Coast
Resort)," and,
E) Direct the City Clerk to send certified copies of the adopted Ordinance and Resolutions to the
Clerk-Recorder for the County of Orange
Alternative Action(s)
Do not approve and direct staff as necessary
Analysis
Community Facilities District 2000-1 (CFD / District) was formed in April 2000 in order to finance
certain public improvements associated with the development of the Hyatt Resort All of the
property within the District is owned by the Successor Agency and leased to the PCH Beach Resort
LLC on a 99-year ground lease Each year the CFD levies a special tax pursuant to the Rate and
Method on the leasehold interest of PCH Beach Resort to fund the annual debt service on Bonds
issued by the CFD and to fund other necessary expenses Due to the dissolution of the Successor
Agency, the property is being sold to PCH Beach Resort LLC Accordingly, the Rate and Method of
the tax for the CFD needs to be amended to tax the fee interest in the property rather than the
leasehold interest This is required in order for the District to comply with its existing covenants to
bond owners Without this change there would be no basis on which to levy the special taxes and
the Bonds would go into default Accordingly, the Rate and Method must be changed
This change does not affect the amount of taxes collected by the CFD, any of the debt service, or
the fact that PCH Beach Resorts is ultimately liable for the payment of the special taxes for so long
as it owns the property It is merely a change to allow the special tax to be levied on the fee interest
rather than the leasehold The changes are contingent upon the sale of the property PCH Beach
Resort LLC has agreed to fund all of the expenses associated with these changes Changes to the
Rate and Method require a 2/3rds vote of the authorized electors The Registrar of Voters has
confirmed that there are no registered voters within the District Accordingly, pursuant to the Mello
Roos Act, the election on changes to the Rate and Method will be by the landowners within the
District, which is the Successor Agency
PCH Beach Resort LLC has formally requested these changes in the attached document, "Petition
for changes to City of Huntington Beach Community Facilities District No 2000-1 (Grand Coast
Resort) " The property cannot be sold to PCH Beach Resort LLC if these changes to the Rate and
Method are not made Additionally, PCH Beach Resort has signed an acknowledgment that the
Successor Agency is the authorized elector within the District
The Successor Agency is requested to approve a Resolution that would authorize the Executive
Director to vote and take other actions as necessary regarding this Rate and Method amendment
The City Council will then hold the public hearing that was called and duly noticed in accordance
xB -457- Item 18. - 2
Dept ID ED 16-07 Page 3 of 3
Meeting Date 3/7/2016
with Resolution 2016-2 If the owners of one-half (1/2) or more of the area of land within the
District, and not exempt from the special tax, file written protests concerning this proposed action,
and protests are not withdrawn, the City Council must stop any further consideration of this item
Since the Successor Agency is the only landowner in the District, if there are no protests, this item
can continue After the Public Hearing is closed, the City Council will then adopt a Resolution that
calls for the election on the changes to the Rate and Method The City Clerk will conduct the
Election and after the Election results are counted, the City Council will certify the results
The City Council will then be asked to consider for first reading an Ordinance that officially would
amend the Rate and Method for Community Facilities District No 2000-1 (Grand Coast Resort)
At the meeting of March 21, the City Council will be asked to enact the Ordinance and adopt a
resolution making certain amendments to the legal documents and disclosures relating to the
District's outstanding bonds
Environmental Status
Not Applicable
Strategic Plan Goal
Strengthen economic and financial sustainability
Attachment(s)
1 Resolution No 2016-03, "Resolution of the Successor Agency to the Redevelopment
Agency of the City of Huntington Beach, Authorizing the Successor Agency to Vote and
Take Certain Other Actions with Respect to the Amendment of the Rate and Method of
Apportionment of Special Tax for City of Huntington Beach Community Facilities District No
2000-1 (Grand Coast Resort)"
2 Resolution No 2016-08, "Resolution of the City Council of the City of Huntington Beach,
Acting as the Legislative Body of Community Facilities District No 2000-1 of The City of
Huntington Beach, Calling An Election In Connection with the Adoption of an Amended and
Restated Rate and Method of Apportionment of Special Tax and Making Certain Findings
and Taking Certain Actions in Relation Thereto"
3 Resolution 2016-09, `Resolution of the City Council of the City of Huntington Beach Acting
in its Capacity as the Legislative Body of City of Huntington Beach Community Facilities
District No 2000-1 (Grand Coast Resort) Certifying the Results of the March 7, 2016
Special Tax Election and Adopting an Amended Rate and Method of Apportionment of
Special Tax"
4 Ordinance No 4082, "Ordinance of the City Council of the City of Huntington Beach, Acting
in its Capacity as The Legislative Body of City of Huntington Beach Community Facilities
District No 2000-1 (Grand Coast Resort)Authorizing The Levy of a Special Tax Within
Huntington Beach Community Facilities District No 2000-1 (Grand Coast Resort)"
Item 18. - 3 HB -458-
ATTACHMENT # 1
RESOLUTION NO 2016-03
RESOLUTION OF THE SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH,
AUTHORIZING THE SUCCESSOR AGENCY TO VOTE AND TAKE
CERTAIN OTHER ACTIONS WITH RESPECT TO THE AMENDMENT OF
THE RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX FOR
THE CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES
DISTRICT NO 2000-1 (GRAND COAST RESORT)
WHEREAS, the City Council of the City of Huntington Beach (the "City Council") has
previously foimed the City of Huntington Beach Community Facilities District No. 2000-1
(Gland Coast Resort) (the "District") puisuant to Chaptei 3 56 (commencing with Section
3 56 010) of the Municipal Code (the "Code") of the City of Huntington Beach (the "City") and
the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2 5 of Part 1 of
Division 2 of Title 5 of the Goveintnent Code of the State of California(the "Act"), and
WHEREAS, in accordance with the rate and method of apportionment (the "Rate and
Method") of a special tax (the "Special Tax") foi the District is levied on the leasehold interests
in Taxable Property (as defined in the Rate and Method) within the District, and all property
within the District owned by entities of the State of California and federal and local governments
not subject to a leasehold interest, is exempt fiom the Special Tax; and
WHEREAS, the former Redevelopment Agency of the City of Huntington Beach (the
"Agency"), as lessor, and PCH Beach Resort, LLC, a California limited liability company ("PCH
Beach Resort"), as lessee, entered into a Ground Lease dated April 4, 2001 (the "Lease"),
pursuant to which the Agency leased to PCH Beach Resort all of the land within the District for a
term of 99 years, and
WHEREAS, pursuant to Assembly Bill No 26 ("AB X126") adopted on June 28, 2011,
the Agency was dissolved and, pursuant to Resolution 2012-01 adopted on Januaiy 9, 2012, the
City Council of the City elected to have the City serve as the successor to the Agency, and
WHEREAS, the City, as successor to the Agency (the "Successor Agency") is the current
fee title owner to the land within the District and has succeeded to all rights, obligations and
covenants under the Lease, and
WHEREAS, the California Department of Finance has approved the Successor Agency's
Long Range Property Management Plan, which directs the Successor Agency to sell and
otherwise dispose of its real property assets, including, but not limited to, the land within the
Distttct, and
WHEREAS, in accordance with Section 53317(f)(2) of the Act, the Successor Agency
intends to sell and convey the property within the District that it currently owns to PCH Beach
16-5112/131481 1
RESOLUTION NO 2016-03
Resort and upon such transfer, such property will be subject to the Special Tax on the same basis
as private property within the District, and
WHEREAS, the District received a petition from PCH Beach Resort to, among other
things, provide that, in connection with such proposed sale and conveyance of the property, the
Rate and Method will be amended to provide that the Special Tax will thereafter be levied on the
fee interest in the property within the District, and
WHEREAS, on January 19, 2016, the City Council, acting as the legislative body of the
District, adopted Resolution No 2016-02 (the "Resolution of Intention"), stating its intention to
consider the Amended and Restated Rate and Method in the form attached to the Resolution of
Intention as Attachment "A" (the "Amended and Restated Rate and Method"), and
WHEREAS, in connection with the approval of the proposed Amended and Restated
Rate and Method, a proposition will be submitted to the Successor Agency as the qualified
elector within the District, in accordance with the Act (the"Electron"), and
WHEREAS, the Successor Agency desires to authorize certain officers of the Successor
Agency to vote on behalf of the Successor Agency in the Electron to be conducted by the City
with respect to the approval of the Amended and Restated Rate and Method,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH,
ACTING AS SUCCESSOR AGENCY TO THE REDEVELOPMENT AGENCY OF THE
CITY OF HUNTINGTON BEACH, DOES HEREBY RESOLVE, ORDER AND DETERMINE
AS FOLLOWS-
1 Each of the above recitals is true and correct
2 The Successor Agency hereby determines that, pursuant to Section 53317(f)(2) of
the Act, the property within the District currently owned by the Successor Agency is intended to
be transferred to private ownership and upon such tiannsfei and the approval of the Annended and
Restated Rate and Method at the Election, will be subject to the Special Tax on the same basis as
private property within the District.
3. The City Council, acting as Successor Agency, hereby authouzes the [Mayor,
Mayor Pio Tempore, Treasurer, and City Manager, as successors to the Chair, Vice Chair,
Treasurer and Executive Duector of the Agency], respectively, or their designee (the
"Designated Officers"), each acting alone, to vote in the Electron on behalf of the Successor
Agency and to execute the waiver of certain Electron piocedutes on file with the Secretary
4 The Designated Officers and such other officers and staff of the Successor
Agency are authorized and directed, acting singly, to do any and all things and to execute and
deliver any and all documents which such officers may deem necessaty or advisable in older to
complete the Election and related proceedings with respect to the proposed Amended and
Restated Rate and Method, and otherwise effectuate the purposes of this Resolution, and such
actions in connection therewith previously taken by such officers and staff ate hereby ratified
and confirmed
16-5112/131481 2
RESOLUTION NO 2016-03
5 This Resolution shall be effective upon its adoption.
PASSED, APPROVED AND ADOPTED this 7tn day of March, 2016
Chaff
REVI D ND APPROVED
Ej/ciftiV Director c
APPROVED AS TO FORM
A cy Counsel
16-5112/131481 3
Successor Agency
Res. No. 2016-03
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L FLYNN the Clerk of the Successor Agency to the former
City of Huntington Beach Redevelopment Agency, Huntington Beach, California,
DO HEREBY CERTIFY that the foregoing resolution was duly adopted by The
Successor Agency to the Redevelopment Agency of the City of Huntington Beach
at a special meeting held on March 7, 2016 and that is was so adopted by the
following vote
AYES: Posey, O'Connell, Sullivan, Katapodis, Hardy, Delgleize, Peterson
NOES: None
ABSENT: None
ABSTAIN: None
Clerk YThe Successor Agency to
the Redevelopment Agency of the
City of Huntington Beach, California
F�:�ATTAC nm E N T #2
RESOLUTION NO 2016-08
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH, ACTING AS THE LEGISLATIVE BODY OF THE COMMUNITY
FACILITIES DISTRICT NO 2000-1 OF THE CITY OF HUNTINGTON
BEACH, CALLING AN ELECTION IN CONNECTION WITH THE
ADOPTION OF AN AMENDED AND RESTATED RATE AND METHOD OF
APPORTIONMENT OF SPECIAL TAX AND MAKING CERTAIN FINDINGS
AND TAKING CERTAIN ACTIONS IN RELATION THERETO
WHEREAS, on Januaiy 18, 2000, the City Council of the City of Huntington Beach (the
"City Council") adopted Resolution No. 2000-5 stating its intention to establish City of
Huntington Beach Community Facilities District No 2000-1 (Grand Coast Resort) (the
"District") pursuant to Chapter 3 56 (commencing with Section 3 56 010) of the Municipal Code
(the "Code") and the Mello-Roos Community Facilities Act of 1982 as amended, being Chaptei
2 5 of Part 1 of Division 2 of Title 5 of the California Government Code (the "Act"), and
WHEREAS, a notice calling a public healing, was published as requned by law relative
to the intention of the City Council to establish the District, which public hearing was continued
to April 17, 2000; and
WHEREAS, on April 17, 2000, the City Council conducted a noticed public hearing to
determine whether to proceed with the formation of the District, issue bonds to pay for
improvements and incidental expenses related thereto foi the benefit of the District, and
authorize the levy of special taxes (the "Special Tax") pursuant to the Rate and Method of
apportionment of a Special Tax in the form attached to Resolution No 2000-5 (the "Rate and
Method") for the purposes described in Resolution No 2000-5, and
WHEREAS, at the April 17, 2000, public healing all persons desiring to be heard on all
matters pertaining to the formation of the Dist ict, the levy of a Special Tax in accordance with
the Rate and Method, and the issuance of bonds for the benefit of said District to pay for the cost
of the certain improvements and incidental expenses permitted by the Code and the Act, were
heard and a full and fair hearing was held, and
WHEREAS, pursuant to Resolution No 2000-35 adopted on April 17, 2000 (the
"Resolution of Formation"), the City Council determined that, under Sections 3 56 070 and
3 56 040 of the Code, in order to carry out the purposes of the Code, and foi the City and the
former Redevelopment Agency of the City of Huntington Beach (the "Agency") to carry out
their respective purposes, the Agency is a public agency subject to the Special Tax; and
WHEREAS, pursuant to the Resolution of Formation and the Code, the City Council
determined that the Agency, as the (then) fee title owner of the land within the District, is a
public agency landowner, and as such, entitled to cast votes for the special Election to authorize
the issuance of bonds, the levy of Special Tax and the establishment of an appropriations limit
for the benefit of and within the District, and
16-5112/131480 1
RESOLUTION NO 2016-08
WHEREAS, on April 17, 2000, after the public hearing, a special Election was conducted
in which the Agency, as sole property owner within the District, approved the levy of a Special
Tax and the issuance of bonds for the benefit of the District and established an appropriations
limit for the District, and
WHEREAS, pursuant to Resolution No 2000-38, adopted on April 17, 2000, the City
Council, acting as the legislative body of the District, declared the results of the special Election
and directed the recording of a Notice of Special Tax Lien within the District, and
WHEREAS, pursuant to Ordinance No 3519 (the "Ordinance"), the City Council, acting
as the legislative body of the District, authorized the levy of Special Taxes within the District
pursuant to the Rate and Method; and
WHEREAS, pursuant to the Act, the Rate and Method and the Resolution of Foimation,
the Special Tax is levied on the leasehold interests in Taxable Property (as defined in the Rate
and Method) within the D1stlict, and all property within the District owned by entities of the
State of California and federal and local governments not subject to a leasehold interest, is
exempt from the Special Tax; and
WHEREAS, the former Redevelopment Agency of the City of Huntington Beach (the
"Agency"), as lessor, and PCH Beach Resort, LLC, a California limited liability company ("PCH
Beach Resort"), as lessee, entered into a Ground Lease dated April 4, 2001 (the "Lease"),
pursuant to which the Agency leased to PCH Beach Resort all of the land within the District for a
team of 99 yeais, and
WHEREAS, pursuant to Assembly Bill No 26 ("AB X126") adopted on June 28, 2011,
the Agency was dissolved and, pursuant to Resolution 2012-01 adopted on January 9, 2012, the
City Council of the City elected to have the City serve as the successor to the Agency, and
WHEREAS, the City, as successor to the Agency (the "Successor Agency") is the current
fee title owner to the land within the District and has succeeded to all iights, obligations and
covenants under the Lease, and
WHEREAS, the California Department of Finance has approved the Successor Agency's
Long Range Pioperty Management Plan, which directs the Successor Agency to sell and
otherwise dispose of its real property assets, including, but not limited to, the land within the
District; and
WHEREAS, the Successoi Agency proposes to sell and convey fee title to the land
within the District to PCH Beach Resort and the District has received a petition from PCH Beach
Resort (the "Petition") to, among other things, provide that, in connection with such ploposed
sale and conveyance of the property, the Special Tax will thereafter be levied on the fee interest
in the property within the District; and
WHEREAS, on January 19, 2016, the City Council, acting as the legislative body of the
District, adopted Resolution No 2016-02 (the "Resolution of Intention"), stating its intention to
consider the amended and restated late and method in the form attached to the Resolution of
Intention as Attachment "A" (the "Amended and Restated Rate and Method"), and
2
16-5112/131480
RESOLUTION NO 2016-08
WHEREAS, a notice of a Public Hearing to be conducted on March 7, 2016, was
published and mailed to the owners of the land within the District iegaiding the City Council
pi oposed approval of the Amended and Restated Rate and Method (the "Public Hearing"), and
WHEREAS, on March 7, 2016, this City Council held the noticed Public Hearing as
required by law to deteimme whether it should proceed with the approval of the Amended and
Restated Rate and Method, and
WHEREAS, at the Public Healing all persons desiring to be heard on all matters
pertaining to the Amended and Restated Rate and Method, were heard and a full and fair hearing
was held; and
WHEREAS, at the Public Hearing, evidence was presented to the City Council on the
matter concerning the approval of the Amended and Restated Rate and Method and was not
precluded by a majority protest as described in Section 53337 of the Act, and this City Council at
the conclusion of the hearing is fully advised as to all matters relating to the proposed approval
of the Amended and Restated Rate and Method, and
WHEREAS, the City Council has determined that these have been fewer than twelve
registered voters residing in the District for the period of 90 days prior to March 7, 2016, and that
the qualified electors in the District aie the landowners within the District; and
WHEREAS, on the basis of all of the foiegoing, the City Council has determined at this
time to approve the Amended and Restated Rate and Method, and to call an Election within the
District to authorize the levy of Special Taxes pursuant to the Amended and Restated Rate and
Method,
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH,
ACTING AS THE LEGISLATIVE BODY OF THE CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND COAST RESORT), DOES
HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS
1 Each of the above recitals is true and correct
2 The City Council hereby determines that public convenience and necessity require
that the existing Rate and Method be amended and restated as provided in the Amended and
Restated Rate and Method in co>ulection with the sale and conveyance of the pioperty within the
Dist ict to PCH Beach Resort
3 Written protests against the approval of the Amended and Restated Rate and
Method for the District have not been filed by one-half or more of the registered voters within
the boundaries of the District, or by the pioperty owners of one-half of more of the area of land
within the boundaries of the District The City Council hereby finds that the proposed alteration
of the Special Tax for the District in accordance with the Amended and Restated Rate and
Method has not been precluded by a majority protest pursuant to Section 53337 of the Act
4 An Election is hereby called for the District on the proposition of approving the
Amended and Restated Rate and Method The Successor Agency has determined that, pursuant
3
1 6-5 1 1 2/1 3 1 480
RESOLUTION NO 2016-08
to Section 53317(f)(2) of the Act, the property withal the District currently owned by the
Successor Agency is intended to be transferred to private ownership and upon such transfer, will
be subject to the Special Tax on the same basis as private property within the District On the
basis of the foregoing, the City Council hereby determines that the Successor Agency is a
landowner within the meaning of the Act and is the qualified elector for purposes of the Electron
described in this Section 4 and in Sections 5 and 6 below
5 The proposition to be placed on the ballot for the District is attached hereto as
Attaclunent "A," the form of which is by this reference incorporated herein The City Clerk shall
cause to be delivered to the qualified elector of the District a ballot in said forrn Each ballot
shall indicate the number of votes to be voted by the respective elector based upon the number of
acres of land owned by such elector as set forth above
6 The date of the foregoing Electron within the District shall be March 7, 2016, or
such later date as is consented to by the City Clerk and the landowners within the District as of
March 7, 2016, provided that the City Clerk may close the Election earlier if all ballots have
been returned. The City Clerk shall conduct the Election. Except as otherwise provided by the
Act, the Election shall be conducted by personally delivered or mailed ballot and, except as
otherwise provided by the Act, the Election shall be conducted in accordance with the provisions
of law regulating elections of the community facilities districts insofar as such provisions are
determined by the City Clerk to be applicable.
7 It is hereby found that there are no registered voters within the territory of the
District within each of the 90 days prior to the date of the Public Hearing, and, pursuant to
Section 53326 of the Act, each landowner on the date hereof, as determined in accordance with
the Act and the Code, or the authorized representative thereof, shall have one vote for each acre
or portion thereof that he or she owns within the District
8 There is on file with the City Clerk a written instrument executed by the
Successor Agency requesting a shortening of the time for the special Electron with respect to the
approval of the Amended and Restated Rate and Method and waiving any requirement for
analysis and arguments in connection therewith Accordingly, the analysis and arguments with
respect to the ballot proposition are hereby waived
9. This Resolution shall be effective upon its adoption
4
16-5112/131480
RESOLUTION NO 2016-08
PASSED, APPROVED AND ADOPTED this 7"' day of Maich, 2016
6 ----
lylow
Mayor
REVIEWED AND APPROVED APPROVED AS FORM.
9-&-
"-�o
City ana er Cirttorney
IATP AN APP OVED
ant City Man r ,
r
5
16-5112/131480
ATTACHMENT "A"
SAMPLE BALLOT
CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1
(GRAND COAST RESORT)
SPECIAL TAX ELECTION
March 7, 2016
This ballot represents votes
To vote, write or stamp a cross ("+" or "X") in the voting square after the word "YES" or
after the word "NO" All masks otherwise made are forbidden All distinguishing masks ale
forbidden and make the ballot void
If you wrongly mark, teal or deface this ballot, return it to the City Cleik of the City of
Huntington Beach and obtain another
PROPOSITION A Shall a Special Tax be levied to pay for certain
improvements, incidental expenses and other purposes as permitted by the YES
Mello-Roos Community Facilities Act of 1982, as amended, being Chaptei
2.5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of NO
California and Huntington Beach Municipal Code Chaptei 3.56, including
the payment of the principal of and interest on bonds issued to finance or
refinance the improvements and incidental expenses for the District as
described in Resolution No 2000-5 of the City of Huntington Beach?
ATTACHMENT A
16-5112/131477
Res. No. 2016-08
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of
Huntington Beach is seven, that the foregoing resolution was passed and adopted
by the affirmative vote of at least a majority of all the members of said City Council
at a Regular meeting thereof held on March 7, 2016 by the following vote
AYES: Posey, O'Connell, Sullivan, Katapodis, Hardy, Delgleize, Peterson
NOES: None
ABSENT: None
ABSTAIN: None
City C rk and ex-officio Clerk of the
City Council of the City of
Huntington Beach, California
A'a TTACHMENT #3
RESOLUTION NO/ 2016-09
RESOLUTION OF THE CITY COUNCIL OF THE CiTY OF HUNTiNGTON
BEACH ACTING IN ITS CAPACITY AS THE LEGISLATIVE BODY OF THE
CITY OF HUNTiNGTON BEACH COMMUNITY FACILITIES DISTRICT NO
2000-1 (GRAND COAST RESORT) CERTIFYING THE RESULTS OF THE
MARCH 7, 20i6 SPECIAL TAX ELECTION AND ADOPTING AN AMENDED
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
WHEREAS, pursuant to Chapter 3 56 (commencing with Section 3 56 010) of the Municipal
Code (the "Code") after a public hearing, the City Council (the "City Council") of the City of
Huntington Beach (the "City"), adopted Resolution No. 2000-35 on Apt i1 17, 2000, which rot riled
the City of Huntington Beach Community Facilities District No 2000-1 (Gland Coast Resort) (the
"District'), and authorized the levy of a Special Tax in accordance with the rate and method of
appoitionment for the Distt ict (the "Rate and Method of Appoitionment"), the nlcuu ing of bonded
indebtedness and the establishment of an appi opt ations hnlit foi the District, which was approved by
mote than two thirds vote by the qualified electors within the District on Apt it 17, 2000, and
WHEREAS, subsequent to such fbirriation, the District received a petition signed by PCH
Beach Resort, LLC, the lessee of 25% of more of the taxable piopeity (the "Owner") within the
Distuct to amend and restate the Rate and Method of Apportionment (the "Amended and Restated
Rate and Method"); and
WHEREAS, after adopting Resolution No 2016-02 staling its intention to adopt the
Amended and Restated Rate and Method attached as Attachment "A" hereto, City Council held a
noticed public hearing as tequried by law, at which all persons desning to be heard on all matters
pertaining to the approval of the Amended and Restated Rate and Method, were heard and a fait
heat ing was held, and no majority protest as desctibed in Sections 53324 of 53337 was received, and
WHEREAS. at the Public Heating, the City Council received and considered the matters
before it, and the approval of the Amended and Restated Rate and Method, and tilts City Council at
the conclusion of the heating was fully advised as to all matters relating to the approval of the
Amended and Restated Rate and Method, and
WHEREAS, upon concluding the Public Hearing, the City Council called and duly held an
election on Match 7, 2016, puisuant to Resolution No 2016-08 foi the purpose of piesenting to the
qualified electors within the Distuct the proposition on the approval of the Amended and Restated
Rate and Method, Proposition A is attached hereto as Attachment"A", and
WHEREAS, there has been presented to tilts City Council a certificate of the City Clerk
canvassing the results of the Election, a copy of which is attached hereto as Attachment"B", and
WHEREAS, on the basis of all of the foregoing, the City Council has determined at this time
to adopt the Amended and Restated Rate and Method, and to authorize the levy of Special Taxes in
accordance therewith,
16-5112/131479
1
RESOLUTION NO 2016-09
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON BEACH,
ACTING AS THE LEGISLATIVE BODY OF THE CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND COAST RESORT), DOES
HEREBY RESOLVE, ORDER AND DETERMINE AS FOLLOWS
l Each of the above recitals is tt ue and correct and is adopted by the legislative body of
the Disti ict
2 The City Council hereby finds and determines that all prior proceedings taken with
respect to the establishment of the Distiict were valid and in conformity with the iequirements of
law, including the Act Tliis finding is made in accoidance with the provisions of Section 53325 1(b)
of the Act
3 The City Council has determined that public convenience and necessity requue that
the existing Rate and Method of Apportionment fot the District be amended and restated as provided
in the Amended and Restated Rate and Method in connection with the sale and conveyance of the
property within the District to PCH Beach Resoit, LLC, a California limited liability company
4 Proposition A presented to the qualified electors of the District on Maich 7, 2016,
was approved by more than two-thirds of the votes cast at the election held for the District and
Proposition A has carried The City Council, acting as the legislative body of the District, is hereby
authorized to levy on the land within the District the Special Tax described in Pioposition A for the
purposes described therein and to take the necessary steps to levy the Special Tax authorized by
Pioposition A, provided that by its terms, the Amended and Restated Rate and Method will not be
effective and shall not apply to the levy of the Special Tax until fee title to all Taxable Pioperty
within the District is conveyed to a person or entity which is not an entity of the State, federal or any
local government.
5 The City Council hereby adopts the Amended and Restated Rate and Method
attached as Attachment "A" to Resolution No 2016-02 as the applicable Rate and Method foi the
District Except where funds are otherwise available, it is the intention of the City Council to levy
the pioposed Special Taxes at the applicable tates foi the District set forth in Attachment "A" to
Resolution No 2016-02 on all non-exempt piopetty within the District sufficient to pay foi (i) certain
improvements as permitted by the Act, (ii) the piincipal and intetest and othet periodic costs on the
bonds which have been issued by the District to finance such improvements and related incidental
expenses, including the establishment and replenishment of reseive funds, any temaiketing, credit
enhancement and liquidity facility fees (including such fees for rnstiunnents which seive as the basis
of a reserve fund in lieu of cash), administrative expenses and othet expenses of the type permitted
by Section 53345 3 of the Act, and (iii) related incidental expenses The Amended and Restated Rate
and Method is described in detail in Attachment "A" to Resolution No 2016-02, which is
rncorpotated herein, and the City Council hereby finds that Attachment "A" to Resolution No 2016-
02 contains sufficient detail to allow each landowner within the Distiict to estimate the maximum
amount that may be levied against each parcel. The Special Tax shall be levied on each assessot's
parcel for a period not to exceed the date on which all Outstanding Bonds (as defined in the
Amended and Restated Rate and Method) have been paid in full in accoidance with their terms The
Special Tax is apportioned to each parcel on the foregoing basis puisuant to Section 53325 3 of the
Act and such Special Tax is not on of based upon the ownership of real property
16-5112/131479 2
RESOLUTION NO 2016-09
6 The City Manager, with offices located at 2000 Main Street, Huntington Beach,
California, will be responsible for piepaiing annually, of authorizing a designee to prepare, a current
roll of Special Tax levy obligations by assessor's parcel numbei and will be responsible for
estimating future Special Tax levies pursuant to Section 53340 2 of the Act
7 In the event that a portion of the property within the District shall become for any
season exempt, wholly of paitially, from the levy of the Special Tax specified in the Amended and
Restated Rate and Method, the City Council shall, on behalf of the District, increase the levy to the
extent necessary and permitted by law and these proceedings upon the iemaining property within the
District that is not delinquent or exempt in order to yield the required debt service payments on any
outstanding bonds of the District, or to prevent the Distiict from defaulting on any other obligations
of liabilities of the District, provided, howevei, that under no circumstances will such Special Tax be
increased on any parcel used for private residential purposes in any fiscal year as a consequence of
delinquency of default by the owner of any other parcel of parcels within the District by mote than
ten percent above the amount that would have been levied in that fiscal year had there never been any
such delinquencies of defaults, The amount of the Special Tax for the District will be set in
accordance with the Amended and Restated Rate and Method
8 The City Clerk is hereby directed to record in the Office of the Cleik-Recoider of the
County of Orange within fifteen days of the date hereof an amended and restated notice of Special
Tax lien foi the District which Bond Counsel to the Distiict shall prepare in the foim required by
California Streets and Highways Code Section 3114 5. Upon recordation of an amended and restated
notice of Special Tax lien for the Distiict, a continuing hen to secure each levy of the Special Tax
shall attach to all non-exempt real property in the Dlsttict and this lien shall continue in force and
effect until the Special Tax obligation is prepaid and permanently satisfied and the lien canceled in
accordance with law of until collection of the Special Tax by the Disti ict ceases.
9 It is hereby further determined that there is no ad valorenn pioperty tax currently
being levied on property within the Distiict foi the exclusive puipose of paying the principal of of
interest on bonds of other indebtedness incuried to finance the construction of capital facilities which
provide the same services to the territory of the Distiict as are proposed to be provided by the
improvements to be financed by the Disti let
16-5112/131479 3
RESOLUTION NO 2016-09
PASSED, APPROVED AND ADOPTED this 7"' day of Match, 2016
Mayor
REVIEWED AND APPROVED APPROVED AS T RM
C191
a Ia r Ctt ttorney
T I A T 'YAD A P P LVE
Assi City N anaget
16-5112/131479 4
ATTACHMENT "A"
SAMPLE BALLOT
CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1
(GRAND COAST RESORT)
SPECIAL TAX ELECTION
March 7, 2016
This ballot ieptesents votes
To vote, write or stamp a cross ("+" or "X") in the voting square after the word "YES" or
after the word "NO". All marks otherwise made are forbidden. All distinguishing marks are
forbidden and make the ballot void.
If you wrongly mark, tear of deface this ballot, ieturn it to the City Clerk of the City of
Huntington Beach and obtain another.
PROPOSITION A• Shall a Special Tax be levied to pay for certain
improvements, incidental expenses and othet puiposes as permitted by the YES
Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2 5
of Part 1 of Division 2 of Title 5 of the Government Code of the State of NO
California, and Huntington Beach Municipal Code Chaptei 3 56, including the
payment of the principal of and interest on bonds issued to finance or refinance
the improvements and incidental expenses for the District as described in
Resolution No 2000-5 of the City of Huntington Beach?
ATTACHMENT A
ATTACHMENT "A"
BALLOT
CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1
(GRAND COAST RESORT)
SPECIAL TAX ELECTION
March 7, 2016
This ballot represents—votes
To vote, write or stamp a cross ("+" or "X") in the voting square after the word "YES" or
after the word "NO". All marks otherwise made are forbidden. All distinguishing marks aie
forbidden and make the ballot void.
If you wrongly mark, tear or deface this ballot, return it to the City Clerk of the City of
Huntington Beach and obtain another.
PROPOSITION A: Shall a Special Tax be levied to pay for certain
improvements, incidental expenses and other purposes as permitted by the YES
Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2 5
of Part I of Division 2 of Title 5 of the Government Code of the State of NO
California, and Huntington Beach Municipal Code Chapter 3.56, including the
payment of the principal of and interest on bonds issued to finance or refinance
the improvements and incidental expenses for the District as described in
Resolution No 2000-5 of the City of Huntington Beach?
-A fy
ATTACHMENT A
ATTACHMENT`B"
CERTIFICATE OF CITY CLERK
AS TO THE RESULTS OF THE CANVASS OF THE ELECTION RETURNS
I, Joan L Flynn, City Clerk of the City of Huntington Beach, do hereby certify that I
have examined the returns of the Special Tax Election foi. the City of Huntington Beach Community
Facilities District No 2000-1 (Grand Coast Resort) (the "District") The Election was held in the
chambers of the City Council at 2000 Main Street, California 92648, on March 7, 2016 1 caused to
be delivered a ballot to the authorized iepiesentative of each qualified elector 0 (� hallo
returned.
lva'd
I fuithei certify that the results of said Election and the number of votes cast for and
against Pioposition A are as follows-
PROPOSITION A
YES I
NO O
TOTAL I
Dated this 7 day of�, 2016
oan Flynn, City Clerk
Cit o Huntington Beach 0
ATTACHMENT B
Res. No. 2016-09
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of
Huntington Beach is seven, that the foregoing resolution was passed and adopted
by the affirmative vote of at least a majority of all the members of said City Council
at a Regular meeting thereof held on March 7, 2016 by the following vote
AYES: Posey, O'Connell, Sullivan, Katapodis, Hardy, Delgleize, Peterson
NOES: None
ABSENT: None
ABSTAIN: None
City kr1erk and ex-offs io Clerk of the
City Council of the City of
Huntington Beach, California
Recorded in Official Records, Orange County
Hugh Nguyen, Clerk-Recorder
�11�� I j jj jj III III III I I I II J III j II 42.00
* $ R 0 0 0 8 2 3 2 4 1 0 $
Recording Requested By and 201600011546410:13 am 03121116
When Recorded Mail To: 90 404 N20 F13 12
0 00 0 00 0.00 0.00 33.00 0 00 0 00 0 00
Stradling Yocca Carlson& Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Attn Brian P Forbath, Esq
NOTICE OF AMENDED AND RESTATED SPECIAL TAX LIEN FOR
CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO.2000-1
(GRAND COAST RESORT)
This Notice of Amended and Restated Special Tax Lien for City of Huntington Beach
Community Facilities District No 2000-1 (Grand Coast Resort) amends, restates and supersedes that
Notice of Special Tax Lien recorded in the official records of the County of Orange (the "County") on
April 24, 2000 as Document No 20000210584
Pursuant to the requirements of Section 31 14 5 and 31 17 5 of the Streets and Highways Code and
Section 53328 3 of the Government Code, the undersigned City Clerk of the City of Huntington Beach,
County of Orange, State of California (the "City"), acting as the legislative body of City of Huntington
Beach Community Facilities District No 2000-1 (Grand Coast Resort) (the "District" or"CFD No 2000-
I"), hereby gives notice that a lien to secure payment of a special tax within the District is hereby
continued to be imposed by the City Council of the City, acting as the legislative body of CFD No 2000-
1 The special tax secured by this lien is authorized to be levied for the purpose of financing (a) street
improvements, including costs of condemnation, removal, demolition, grading, paving, curbs and gutters,
sidewalks, street lights and parkway and landscaping related thereto, (b) storm drains, drainage storage
ponds and drainage channels including landscaping, if applicable, (c) sewers, sewer treatment facilities
and sewer capacity acquisition, (d) wetlands redemption, remediation and relocation, (e) public park and
recreation facilities, including beach access facilities and pedestrian bridge, (t) water distribution
facilities, including fire hydrants and reclaimed water and water storage facilities, (g) street signalization
and signage, including traffic fees, (h) fire facilities including structures and capital equipment, (I) beach
maintenance facilities, 0) acquisition of land, rights-of-way and easements necessary for any of the
facilities specified in paragraphs (a) through (i) above, and (k) the incidental expenses which will be
incurred including (A) the cost of engineers, planning, and designing such facilities and the cost of
environmental evaluations thereof, (B) all costs associated with the creation of the District, issuance of
bonds thereof, the determination of the amount of and collection of taxes, the payment of taxes, and costs
otherwise incurred in order to carry out the authorized purposes of the District, and (C) any other
expenses incidental to the construction, acquisition, completion and inspection of such facilities
The special tax is authorized to be levied within CFD No 2000-1, which has been officially
formed, and the lien is a continuing lien which shall secure each annual levy of the special tax and which
shall continue in force and effect until the special tax obligation is prepaid, permanently satisfied, and
canceled in accordance with law or until the special tax ceases to be levied and a notice of cessation of
special tax is recorded in accordance with Section 53330 5 of the Government Code
The amended and restated rate and method of apportionment and manner of collection of the
authorized special tax for the District is as set forth in Appendix A attached hereto and incorporated
herein by this reference Conditions under which the obligation to pay the special tax may be prepaid and
permanently satisfied and the lien of the special tax cancelled are set forth in Section H of Appendix A
attached hereto
Notice is further given that upon the recording of this notice in the office of the County Recorder
for the County of Orange, the obligation to pay the special tax levy in accordance with the amended and
restated rate and method of apportionment shall become effective upon all nonexempt real property
within CFD No 2000-1 in accordance with Section 3117 5 of the Streets and Highway Code
The name of the owner and the legal description of the real property included within CFD No
2000-1 and not exempt from the special tax are as set forth in Appendix B attached hereto and
incorporated herein by this reference
Reference is made to the boundary map of the District recorded in the County of Orange Book of
Maps of Assessment and Community Facilities Districts in the County Recorder's Office in Book No 78,
2
Page No 49, and as Instrument No 20000038289 on September 14, 1999, which map is now the final
boundary map of the District
For further information concerning the current and estimated future tax liability of owners or
purchasers of real property subject to this special tax lien, interested persons should contact the Deputy
Director of Economic Development, City of Huntington Beach, 2000 Main Street, Huntington Beach,
California 92648, (714) 374-1519
City Cl k of the City of Huntingto each, Acting as
the L slatrve Body of City of untington Beach
Comm ity Facilities District No 2000-1 (Grand Coast
Resort)
3
A notary public or other officer completing this certificate verifies only the identity
of the individual who signed the document to which this certificate is attached, and
not the truthfulness, accuracy, or validity of that document.
ACKNOWLEDGMENT
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On March 21, 2016 before me, P. L. Esparza, Notary Public, personally appeared
Joan L. Flynn, who proved to me on the basis of satisfactory evidence to be the
person whose name is subscribed to the within instrument and acknowledged to me
that she executed the same in her authorized capacity, and that by her signature on
the instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California
that the foregoing paragraph is true and correct.
P L ESPARIA
WITNESS my hand and official seal. commission #2032750
•a Notary Public-California
z
Orange County
My Comm Expires Aug4,2017
(Seal)
( otary Signatur
APPENDIX A
AMENDED AND RESTATED RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAX
CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO.2000-1
(GRAND COAST RESORT)
A Special Tax applicable to each Assessor's Parcel of Taxable Property in the City of Huntington Beach
Community Facilities District No 2000-1 (Grand Coast Resort) (herein CFD No 2000-1) shall be levied and
collected according to the tax liability determined by the Administrator through the application of the
procedures described below The real property in CFD No 2000-1, unless exempted by law or by the
provisions hereof, shall be taxed for the purposes,to the extent, and in the manner herein provided
DEFINITIONS
The capitalized terms hereinafter set forth have the following meanings when used in this Amended and
Restated Rate and Method of Apportionment
Acre or Acreage means the land area of an Assessor's Parcel as shown on an Assessor's Parcel Map, or if the
land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final map, parcel
map, or the other parcel map recorded with the County Recorder If the Acreage of a particular Parcel is
unclear after reference to available maps, the Administrator shall determine the appropriate Acreage for a
Parcel
Act means Chapter 3 56(commencing with Section 3 56 010)of the Municipal Code of the City of Huntington
Beach and, as applicable, the Mello-Roos Community Facilities Act of 1982, as amended, being Chapter 2 5
(commencing with Section 53311), Part 1, Division 2, of Title 5 of the Government Code of the State of
California
Administrative Expenses means any or all of the following actual or reasonably estimated costs directly
related to the administration of CFD No 2000-1 the fees and expenses of any Fiscal Agent or trustee
(including any fees and expenses of its counsel) employed in connection with any Bonds, any costs associated
with the marketing or remarketing of the Bonds,the expenses of the Administrator and the City in carrying out
their duties under any Indenture or resolution with respect to the Bonds, including, but not limited to, the levy
and collection of the Special Tax, the fees and expenses of legal counsel, charges levied by the County or any
division or office thereof in connection with the levy and collection of Special Taxes, audits, continuing
disclosure or other amounts needed to pay arbitrage rebate to the federal government with respect to Bonds,
costs associated with complying with continuing disclosure requirements, costs associated with responding to
public inquiries regarding Special Tax levies and appeals, attorneys' fees and other costs associated with
commencement or pursuit of foreclosure for delinquent Special Taxes, and all other costs and expenses of
City, the Administrator,the County, and any Fiscal Agent, escrow agent or trustee related to the administration
of CFD No 2000-1
Administrator means the Director of Economic Development or such other person or entity designated by the
City Administrative Officer or the City Council to administer the Special Tax according to this Amended and
Restated Rate and Method of Apportionment of Special Tax
Assessor's Parcel or Parcel means a lot, parcel or airspace parcel shown on an Assessor's Parcel Map with an
assigned Assessor's Parcel number
A-1
Assessor's Parcel Map means an official map of the Assessor of the County designating Parcels by
Assessor's Parcel number
Bonds mean any bonds or other debt (as defined in Section 53317(d) of the Act), whether in one or more
series, issued by the City for CFD No 2000-1 under the Act
City means the City of Huntington Beach
City Council means the City Council of the City of Huntington Beach, acting as the legislative body of CFD
No 2000-1
County means the County of Orange
Exempt Land means (1) any real property within the boundaries of CFD No 2000-1 which is owned by a
governmental agency for public right-of-way purposes including, but not limited to, streets, public walkway
corridors, and slopes as determined in each Fiscal Year by the Administrator or (2)any Assessor's Parcel for
which the Special Tax has been paid in full
Fiscal Agent means the fiscal agent who is a party to the Indenture, if so approved
Fiscal Year means the period commencing on July 1 and ending on the following June 30, in any year in
which the Bonds are outstanding
Indenture means the indenture, fiscal agent agreement, resolution or other instrument approved pursuant to
the Resolution of Issuance and pursuant to which Bonds are issued, as modified, amended and/or
supplemented from time to time, and any instrument replacing or supplementing the same
Maximum Special Tax means, with respect to any Parcel of Taxable Property, the maximum Special Tax,
determined in accordance with Section C,that can be levied in any Fiscal Year on such Parcel
Outstanding Bonds means all Bonds which are then outstanding under the Indenture
Reserve Fund means the fund of that name created under the Indenture
Resolution of Issuance means the resolution adopted by the City Council of the City, acting as the legislative
body of CFD No 2000-1, authorizing the issuance of the Bonds in accordance with the Act
Special Tax means the special tax to be levied pursuant to the Act and this Amended and Restated Rate and
Method of Apportionment of Special Tax in each Fiscal Year on Taxable Property within CFD No 2000-1
Special Tax Requirement means the amount required in any Fiscal Year for CFD No 2000-1 necessary
(i)to pay the annual scheduled debt service on the Outstanding Bonds due in the calendar year which
commences in such Fiscal Year, (ii)to pay any amounts required to establish or replenish the Reserve Fund for
all Outstanding Bonds, (iii)to pay Administrative Expenses, and (iv)to pay costs of any credit enhancement
(including fees and expenses related to any letter of credit) for the Bonds, and less a credit for available funds
determined pursuant to the Indenture
Taxable Property means all of the Assessor's Parcels within the boundaries of CFD No 2000-1, which are
not Exempt Land or exempt from the Special Tax pursuant to law
Trustee means the trustee who is a party to the Indenture, if so approved
A-2
B. IDENTIFYING TAXABLE PROPERTY
Not less than fifteen business days prior to the beginning of each Fiscal Year, the Administrator shall
determine which Parcels in CFD No 2000-1 are Taxable Property The Taxable Property shall be subject to
Special Taxes in accordance with the rate and method of apportionment described in Sections C and D below
C. MAXIMUM SPECIAL TAX
The Maximum Special Tax for Taxable Property in CFD No 2000-1 shall be the greater of(1)$130,000 per
Acre or(2)the amount determined pursuant to the following steps
Step 1 Determine the maximum annual debt service on all Outstanding Bonds,
Step 2 Multiply the total debt service determined in Step 1 by 1 1 and add the Administrative Expenses,
Step 3 Determine the Acreage of Taxable Property within the CFD No 2000-1,
Step 4 Divide the amount from Step 2 by the Acreage from Step 3 to determine the Maximum
Special Tax per Acre of Taxable Property
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Commencing with Fiscal Year 2000-2001, and for each Fiscal Year thereafter, the City Council shall levy the
Special Tax proportionately on each Assessor's Parcel of Taxable Property at up to 100% of the Maximum
Special Tax, as determined by reference to Section C, above, as needed to satisfy the Special Tax Requirement
E. LIMITATIONS
No Special Taxes shall be levied on any Parcel after such Parcel becomes Exempt Land
The Special Tax may be levied and collected on Taxable Property commencing with Fiscal Year 2000-2001,
and for each Fiscal Year thereafter, and until the date on which principal and interest on all Outstanding Bonds
have been paid in full (or provision for their payment has been made) Upon determination by the
Administrator that this requirement has been met, the Special Tax lien shall be removed from all Parcels in
CFD No 2000-1
F. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem property
taxes, provided, however, that CFD No 2000-1 may directly bill the special tax, may collect special taxes at a
different time or in a manner if necessary to meet its financial obligations, and may covenant to foreclose and
may actually foreclose on delinquent Assessor's Parcels as permitted by the Act
G. APPEALS
The City Council shall establish as part of the proceedings and administration of CFD No 2000-1, a special
three-member Review/Appeal Committee The Review/Appeal Committee shall interpret this Amended and
Restated Rate and Method of Apportionment and make determinations relative to the annual administration of
the Special Tax and any appeals, as herein specified Any owner of Taxable Property within CFD No 2000-1
claiming that the amount or application of the Special Tax is not correct may file a written notice of appeal
with the Review/Appeal Committee not later than one calendar year after having paid the Special Tax that is
disputed The Review /Appeal Committee shall promptly review the appeal, and if necessary, meet with the
owner of the Taxable Property, consider written and oral evidence regarding the amount of the Special Tax,
A-3
and resolve the appeal If the Review/Appeal Committee's decision requires the Special Tax to be modified
or changed in favor of the owner of the Taxable Property, a cash refund shall not be made (except for the last
year of the levy), but an adjustment shall be made to the next Special Tax levy This procedure shall be
exclusive and its exhaustion by any owner of Taxable Property shall be a condition precedent to any legal
action by such owner
H. PREPAYMENT OF SPECIAL TAX
The following definitions apply solely to this Section H
Outstanding Bonds means all Previously Issued Bonds which are deemed to be outstanding under the
Indenture after the first interest and/or principal payment date following the current Fiscal Year
Previously Issued Bonds means all Bonds that have been issued by CFD No 2000-1 prior to the date of
prepayment
1. Prepayment in Full
The Special Tax applicable to any Assessor's Parcel of Taxable Property may be prepaid The Special Tax
obligation applicable to such Assessor's Parcel in CFD No 2000-1 may be fully prepaid and the obligation of
such Assessor's Parcel to pay the Special Tax permanently satisfied as described herein The owner of
Taxable Property intending to prepay the Special Tax obligation on one or a combination of Assessor's
Parcel(s) shall provide the Administrator with written notice of intent to prepay Following receipt of such
notice,the Administrator shall notify the owner of such Assessor's Parcel or Parcels of the prepayment amount
of such Assessor's Parcel(s) The Administrator may charge a reasonable fee for providing this figure
Prepayment must be made not less than 45 days prior to the next occurring date that notice of redemption of
Bonds from the proceeds of such prepayment may be given by the Fiscal Agent pursuant to the Indenture
The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as
defined below)
Bond Redemption Amount
Plus Redemption Premium
Plus Defeasance Amount
Plus Administrative Fees and Expenses
Less Reserve Fund Credit
Less Capitalized Interest Credit
Total Equals Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as
follows
Paragraph No
1 For Assessor's Parcels of Taxable Property intending to prepay, compute the Maximum Special Tax
for such Assessor's Parcels
2 Divide the Maximum Special Tax computed pursuant to Paragraph 1 by the total Maximum Special
Tax of all Assessor's Parcels of Taxable Property in CFD No 2000-1, excluding any Assessor's
Parcels which have prepaid their Special Taxes in full
A-4
3 Multiply the quotient computed pursuant to Paragraph 2 by the Outstanding Bonds as defined in this
Section H to compute the amount of Outstanding Bonds to be retired and prepaid, and round the result
up to the nearest multiple of$5,000(the Bond Redemption Amount)
4 Multiply the Bond Redemption Amount computed pursuant to Paragraph 3 by the applicable
redemption premium, if any, on the Outstanding Bonds to be redeemed(the Redemption Premium)
5 Compute the amount needed to pay interest on the Bond Redemption Amount from the first bond
interest and/or principal payment date following the current Fiscal Year until the earliest redemption
date for the Outstanding Bonds
6 Determine the Special Taxes levied on the Assessor's Parcel in the current and any previous Fiscal
Year,which have not yet been paid
7 Compute the amount the Administrator reasonably expects to derive from the reinvestment of the
Prepayment Amount from the date of prepayment until the redemption date for the Outstanding Bonds
to be redeemed with the prepayment
8 Add the amounts computed pursuant to Paragraphs 5 and 6 and subtract the amount computed
pursuant to Paragraph 7(the Defeasance Amount)
9 Determine the administrative fees and expenses of CFD No 2000-1, including the costs of
computation of the prepayment, the costs to invest the prepayment proceeds, the costs of redeeming
Bonds, and the costs of recording any notices to evidence the prepayment and the redemption (the
Administrative Fees and Expenses)
10 Determine the reserve fund credit (the Reserve Fund Credit) which shall equal the lesser of (a)the
expected reduction in the reserve requirement(as defined in the Indenture), if any, associated with the
redemption of Outstanding Bonds as a result of the prepayment, or (b)the amount derived by
subtracting the new reserve requirement (as defined in the Indenture) in effect after the redemption of
Outstanding Bonds as a result of the prepayment from the balance in the reserve fund on the
prepayment date, but in no event shall such amount be less than zero
11 If any capitalized interest for the Outstanding Bonds will not have been expended at the time of the
first interest and/ or principal payment following the current Fiscal Year, a capitalized interest credit
shall be calculated by multiplying the quotient computed pursuant to Paragraph 2 by the expected
balance in the capitalized interest fund after such first interest and/ or principal payment (the
Capitalized Interest Credit)
A-5
12 The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Paragraphs 3,4,
8 and 9, less the amounts computed pursuant to Paragraphs 10 and 11 (the Prepayment Amount)
13 From the Prepayment Amount, the amounts computed pursuant to Paragraphs 3, 4, 8, 10 and 11 shall
be deposited into the appropriate fund as established under the Indenture and be used to retire
Outstanding Bonds or make debt service payments The amount computed pursuant to Paragraph 9
shall be retained by the Administrator
As a result of the payment of the current Fiscal Year's Special Tax levy as determined under Paragraph 6
(above), the Administrator shall remove the current Fiscal Year's Special Tax levy for such Assessor's Parcel
from the County tax rolls With respect to any Assessor's Parcel that is prepaid, the City Council shall cause a
suitable notice to be recorded in compliance with the Act, to indicate the prepayment of Special Taxes and the
release of the Special Tax lien on such Assessor's Parcel, and the obligation of such Assessor's Parcel to pay
the Special Tax shall cease
Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the amount of the
Maximum Special Taxes that may be levied on Taxable Property within CFD No 2000-1 both prior to and
after the proposed prepayment is at least 1 1 times the maximum annual debt service on all Outstanding Bonds
2. Prepayment in Part
The Maximum Special Tax on an Assessor's Parcel of Taxable Property may be partially prepaid The amount
of the prepayment shall be calculated as in Section H 1, except that a partial prepayment shall be calculated
according to the following formula
PP=(PH xF)+G
Where these terms are defined as follows
PP = the partial prepayment
PH = the Prepayment Amount calculated according to Section H 1, minus the amounts determined in
Paragraph No 6 and 9 of Section H 1
F = the percent by which the owner of the Assessor's Parcel(s) is partially prepaying the Maximum
Special Tax
G = the amounts determined in Paragraph No 6 and 9 of Section H 1
The owner of an Assessor's Parcel who desires to partially prepay the Maximum Special Tax shall notify the
Administrator of(i) such owner's intent to partially prepay the Maximum Special Tax, (n)the percentage by
which the Maximum Special Tax shall be prepaid, and (in)the company or agency that will be acting as the
escrow agent, if applicable The Administrator shall provide the owner of the Assessor's Parcel with a
statement of the amount required for the partial prepayment of the Maximum Special Tax for an Assessor's
Parcel following receipt of the request
With respect to any Assessor's Parcel that is partially prepaid, CFD No 2000-1 shall(i)distribute the funds
remitted to it according to Paragraph 13 of Section H 1,and(n)indicate in the records of CFD No 2000-1 that
there has been a partial prepayment of the Maximum Special Tax and that a portion of the Maximum Special
Tax equal to the outstanding percentage(1 00-F)of the remaining Maximum Special Tax shall continue to be
authorized to be levied on such Assessor's Parcel pursuant to Section D
A-6
I. EFFECTIVENESS OF AMENDED AND RESTATED RATE AND METHOD OF
APPORTIONMENT
Notwithstanding any proceedings or actions taken with respect to the approval of this Amended and Restated
Rate and Method of Apportionment,this Amended and Restated Rate and Method of Apportionment shall not
be effective and shall not apply to the levy of the Special Tax until fee title to all Taxable Property within the
District is conveyed to a person or entity which is not an entity of the state, federal or any local government
A-7
APPENDIX B
OWNERSHIP INFORMATION AND LEGAL DESCRIPTION
City of Huntington Beach Community Facilities District No 2000-1 (Grand Coast Resort), County of
Orange, State of California, includes the land situated in the State of California, County of Orange, City
of Huntington Beach, described as follows
Lot 1 of Tract No 15535, Recorded September 14, 1999 in Map Book 790, Pages 44-50, Records of
Orange County, California
APN 024-251-01
Landowner The Successor Agency to the Redevelopment Agency of the City of Huntington Beach
B-1
ATTAC H M E N T #4 ---jj
ORDINANCE NO 4082
ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH, ACTING IN ITS CAPACITY AS THE
LEGISLATIVE BODY OF THE CITY OF THE HUNTINGTON
BEACH COMMUNITY FACILITIES DISTRICT NO 2000-1
(GRAND COAST RESORT) AUTHORIZING THE LEVY OF A
SPECIAL TAX WITHIN THE HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND
COAST RESORT)
WHEREAS, pursuant to Chapter 3 56 (commencing with Section 3 56 010) of the
Municipal Code of the City of Huntington Beach (the "Code") and the Mello-Roos Community
Facilities Act of 1982, as amended, being Chapter 2 5 of Pai t 1 of Division 2 of Title 5 of the
California Government Code (the "Act") after a public healing on April 17, 2000, the City
Council (the "City Council") of the City of Huntington Beach (the "City"), adopted Resolution
No 2000-35 on April 17, 2000, which formed City of Huntington Beach Community Facilities
District No 2000-1 (Grand Coast Resort) (the "District"), and authorized the levy of a Special
Tax in accordance with the late and method of apportionment for the District (the "Rate and
Method of Apportionment'), the incurring of bonded indebtedness and the establishment of an
appropriations limit for the District, which were approved by more than two thirds vote by the
qualified electors within the District on April 17, 2000; and
WHEREAS, subsequent to such formation, the District received a petition signed by PCH
Beach Resort, LLC, the lessee of 25% or more of the taxable property (the "Owner") within tine
District to amend and restate the Rate and Method of Apportionment (the "Amended and
Restated Rate and Method"), and
WHEREAS, after adopting Resolution No 2016-02 stating its intention to adopt tine
Amended and Restated Rate and method attached as Attachment "A" thereto, this City Council
held a noticed public hearing (the "Public Hearing") as requited by law, at which Public Hearing
all persons desiring to be heard on all platters peitaining to the approval of the Amended and
Restated Rate and Method, were heard and a full and fait hearing was held, and no malorrty
protest of the type described in Section 53337 of the Act was received, and
WHEREAS, at the Public Hearing, evidence was presented to the City Council on the
matters before it, and the approval of the Amended and Restated Rate and Method was not
precluded by a majority protest of the type described in Section 53337 of the Act, and this City
Council at the conclusion of the hearing was fully advised as to all matters relating to the
approval of the Amended and Restated Rate and Method; and
WHEREAS, upon concluding the Public Hearing, the City Council called and duly held
an election on March 7, 2016, within the boundaries of the District pursuant to Resolution No
2016-08 for the purpose of presenting to the qualified electors within the District the proposition
on the approval of the Amended and Restated Rate and Method, at which the qualified electors
7 eA- �
16-51 12/131478 1
ORDINANCE NO 4082
approved by more than a two-thirds vote Proposition A, authorizing the levy of a Special Tax
within the District in accordance with the Amended and Restated Rate and Method, and
WHEREAS, on March 7, 2016, following the close of the special election and the
canvassing of the ballots, the City Council adopted Resolution No 2016-09 (the "Resolution of
Change"), certifying the results of the special election and approving the Amended and Restated
Rate and Method;
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH, ACTING AS THE LEGISLATIVE BODY OF THE CITY OF HUNTINGTON
BEACH COMMUNITY FACILITIES DISTRICT NO. 2000-1 (GRAND COAST RESORT),
ORDAINS AS FOLLOWS-
1 The above recitals are all true and correct
2 By the passage of this Ordinance, the City Council authorizes the levy of a
Special Tax within the District at the maximum rates and in accordance with the Amended and
Restated Rate and Method. The Amended and Restated Rate and Method hereby replaces and
supersedes in its entirety the Rate and Method of Apportionment as identified in Ordinance No.
3519 of the City, provided that by its terms, the Amended and Restated Rate and Method will not
be effective and shall not apply to the levy of the Special Tax until fee title to all Taxable
Property within the District is conveyed to a person or entity which is not an entity of the State,
federal or any local government.
3. The City Council is hereby further authorized to determine in each subsequent
fiscal year, by ordinance, or by resolution if permitted by then applicable law, on or before
August 10 of each year, or such later date as is permitted by law, the specific Special Tax,rate
and amount to be levied on each parcel of land in the District pursuant to the Amended and
Restated Rate and Method. The Special Tax rates to be levied pursuant to the Amended and
Restated Rate and Method shall not exceed the applicable maximum rates set forth theieln, but
the Special Tax may be levied at a lower rate if authorized by the Amended and Restated Rate
and Method
4 Properties or entities of the State, federal or other local governments shall be
exempt from the Special Tax, except as otherwise provided in Sections 53317 3 and 53317 5 of
the Act and the Amended and Restated Rate and Method No other properties or entities ale
exempt from the Special Tax unless the properties or entities are expressly exempted in the
Resolution of Change, or in a Resolution of Change to levy a new Special Tax or Special Taxes
or to alter the Rate and Method of Apportionment of an existing Special Tax as provided in
Section 53334 of the Act
5 All of the collections of the Special Tax pursuant to the Amended and Restated
Rate and Method shall be used as provided for in the Act and the Resolution of Change The
Special Tax shall be levied within the District only so long as needed for the purposes described
in the Amended and Restated Rate and Method
6 The Special Tax levied pursuant to the Amended and Restated Rate and Method
shall be collected in the same manner as ordinary ad valorem property taxes are collected and
2
16-5112/131478
ORDINANCE NO 4082
shall be subject to the same penalties and the same pioceduie, sale and lien piiority in case of
delinquency as is provided for ad valorem taxes (which such pioceduies include the exercise of
all lights and remedies permitted by law to make corrections, including, but not limited to, the
issuance of amended or supplemental tax bills), as such pioceduie may be modified by law of by
this City Council from time to time
7 As a cumulative remedy, if any amount levied as a Special Tax foi payment of the
interest of principal of any bonded indebtedness of the Distiict, together with any penalties and
other charges accruing under this Ordinance, ate not paid when due, the City Council may, not
later than four years after the due date of the last installment of principal on said bonds, order
that the same be collected by an action brought in the Superior Court to foreclose the lien of such
Special Tax
8 This Ordinance relating to the levy of the Special Tax within the District shall
take effect 30 days following its final passage, and the specific authorization for adoption is
pursuant to the provisions of Section 53340 of the Act
9 The City Clerk is hereby authorized to transmit a certified copy of this Ordinance
to the Office of the Clerk-Recorder of the County of Orange, and to perform all other acts which
are required by the Act, this Ordinance or by law in order to accomplish the purpose of this
Ordinance,
INTRODUCED ON the 7"' day of March, 2016
3
16-5112/131478
ORDINANCE NO 4082
PASSED, APPROVED AND ADOPTED this °i day of Mai ch, 2016
Mayoi
ATTEST
City C1eik
REVIE ED AND APPROVED APPROVED AS T FORM
C1t3 na el i Attoiney
TT�IATED A APPR VED
Assi ant City Mana
4
1 6-5 1 1 2/1 3 1 478
WAIVER OF CERTAIN ELECTION PROCEDURES WITH RESPECT TO
LANDOWNER ELECTION FOR THE CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO 2000-1 (GRAND COAST
RESORT)
The undersigned, duly authorized representative of the City of Huntington Beach, as the
Successor Agency to the Redevelopment Agency of the City of Huntington Beach (tile
"Owner"), hereby certifies to the City of Huntington Beach Community Facilities District
No 2000-1 (Grand Coast Resoit) (the "District") in connection with the election being
conducted by the District on the proposition shown in Exhibit "A" hei eto (the "Election") as
follows
1 The undersigned is a designated offices and has been duly authorized by the
Owner and possesses all authority necessary to execute this Waiver on behalf of the Owner in
connection with an Election to be held by the Legislative Body of the District The Owner
hereby appoints Fred Wilson, as its authorized representative and/oi a designated officer, to vote
in the Election and certifies that his or her tine t signatuie is set forth below:
Signature of Authorized Votei
2 The Owner is the present landowner, in accordance with Section 53317(0(2) of
the Government Code of the State of California, of approximately 15 1 acres of land located
within the District subject to the Special Tax, which constitutes all of the taxable property within
the District (the "Property")
3 Not less than 15 days prior to March 7, 2016, the Owner received notice that on
March 7, 2016 a public heating was to be held on the approval of an Amended and Restated Rate
and Method of Apportionment for the District (the "Amended Rate and Method") The Owner
agrees that it received adequate notice of the March 7, 2016 heat ing
4 The Owner has received from the District, and the District has made available to
the Owner, all necessary and relevant information regarding the approval of the Amended Rate
and Method as set forth in Resolution No 2016-02 adopted by the Legislative Body of the
Disti ict
5 The undersigned understands that because there have been less than 12 registered
voters within the District during the 90 days preceding the close of the March 7, 2016, public
heating, the vote at the Electron is to be by the owners of property within the District The
undetsigned further understands that the Election is being conducted less than 90 days after the
close of the March 7, 2016, public heating as set forth in Sections 53326 and 53336 of the
Government Code of the State of California (the "Government Code"), without the preparation
of an impartial analysis, arguments of rebuttals concerning the Election as provided for in
Sections 9200 el at', of the Electrons Code of the State of California (the "Elections Code") and
without the preparation of a tax rate statement as provided in Section 9401 of the Electrons Code
and without further notice of such Electron being published of marled as required pursuant to the
Elections Code Having been fully advised with respect to the Electron, in accordance with the
16-5112/131477
authority contained in Government Code Sections 53326 and 53327, the Ownei waives
compliance with the foregoing provisions of the Elections Code and Government Code, with any
time limits or other procedural requirements pertaining to the conduct of the Election which aie
not being complied with and consents to having the electron on any date on or after the close of
the March 7, 2016 public heairng The Election shall close on March 7, 2016, or at such earlier
time as all ballots have been collected
6 The undersigned hereby represents that compliance with the procedural
requirements for conducting the Election, including the receipt of any ballot arguments and
impartial analysis and the time limitations which apply in connection with scheduling, marling
and publishing notices for such an Election, aie unnecessary in light of the fact that the
undersigned has received sufficient information iegaiding the approval of the Amended Rate and
Method as set forth in Resolution No 2016-02 to properly complete the attached ballot The
Owner waives its right to make any protest or complaint or undertake any legal action
challenging the validity of the Election
Dated March 7, 2016
Successor Agency to the Redevelopment Agency of the
City of Huntington Beach
kwpod s, Chaupelson
2
16-5112/131477
ACKNOWLEDGEMENT RELATING TO
ELECTION PROCEEDINGS FOR CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO. 2000-1 (GRAND COAST RESORT)
The undersigned, duly authorized representative of the PCH Beach Resort, LLC, a California
limited liability company ("PCH Beach Resort"), hereby certifies to City of Huntington Beach
Community Facilities District No 2000-1 (Grand Coast Resort) (the "District") and the City of
Huntington Beach (the"City")as follows
1 In connection with a proposed sale and conveyance of the land within the District to
PCH Beach Resort by the Successor Agency to the Redevelopment Agency of the City of Huntington
Beach (the "Successor Agency"), PCH Beach Resort submitted a petition to the District requesting
that the District initiate proceedings to amend the rate and method of apportionment of special tax for
the District
2. In connection with the proceedings related to the approval of an amended and
restated rate and method of apportionment of special tax for the District(the"Amended and Restated
Rate and Method"), the City, acting on behalf of the District, will submit the proposition of the levy
of special taxes within the District in accordance with the Amended and Restated Rate and Method to
the qualified electors within the District(the"Election")
3 PCH Beach Resort hereby acknowledges and confirms that, pursuant to Section
53317(0(2) and 53326(b) of the Government Code of the State of California, that the Successor
Agency is the qualified elector within the District and is authorized to cast all votes within the
District with respect to the Election.
4 PCH Beach Resort hereby requests that the Successor Agency vote in favor of the
proposition approving the Amended and Restated Rate and Method
Dated February 2016
PCH BEACH RESORT,LLC
a California limited liability company
By Grand Resort, LLC
A California limited liability company
its Manager
By RLM Management, Inc
a California corporation
its Manager
By. IQ \ .
Name obe L ayer,Jr
Its: Chief Ex cutive Officer
City of Huntington Beach
Community Facilities District No. 2000-1
(Grand Coast Resort)
VOTER COUNT CERTIFICATION
Certificate of the Registrar of Voters of the County of Orange regarding the
number of registered voters residing within proposed City of Huntington Beach
Community Facilities District No 2000-1 (Grand Coast Resort)
This Certificate will serve to certify that following the examination of the
records of the registrations on file with the Registrar of Voters Office of the County
of Orange, that as of February 1, 2016 there were 0 registered voters within
the proposed City of Huntington Beach Community Facilities District No
2000-1 Parcels that do not have a situs address assigned to the property
cannot have a registered voter.
Dated February 5, 2016
Registrar o oters
Orange C my
Registered Voters Address
NOTICE OF PUBLIC HEARING ON THE INTENTION OF
THE CITY COUNCIL OF THE CITY OF HUNTINGTON
BEACH TO APPROVE AN AMENDMENT TO THE RATE
AND METHOD OF APPORTIONMENT OF SPECIAL TAX
FOR CITY OF HUNTINGTON BEACH COMMUNITY
FACILITIES DISTRICT NO. 2000-1 (GRAND COAST
RESORT)
NOTICE IS HEREBY GIVEN that on January 19, 2016, the City Council (the "City Council")
of the City of Huntington Beach (the "City), acting as the legislative body of City of Huntington Beach
Community Facilities District No 2000-1 (Grand Coast Resort) (the "District"), adopted its Resolution
No 2016-02 (the "Resolution of Intention"), declaring its intention to approve an Amended and Restated
Rate and Method of Apportionment (the "Amended Rate and Method") for the District pursuant to the
Mello-Roos Community Facilities Act of 1982, as amended (the "Act") Capitalized terms that are not
otherwise defined herein shall have the respective meanings ascribed to them in the Resolution of
Intention and the exhibits thereto
The full text of the Amended Rate and Method is attached to the Resolution of Intention The
Amended Rate and Method proposes to amend and restate the existing rate and method of apportionment
of special taxes for the District (the "Special Taxes") to provide that the Special Taxes shall be levied on
the fee interest in the property within the District as opposed to any leasehold interest in such
property The Amended Rate and Method shall not be effective and shall not apply to the levy of the
Special Taxes until fee title to the property within the District is conveyed to a person or entity which is
not an entity of the state, federal or any local government The Amended Rate and Method does not
propose to alter the amount of the Special Taxes and other than as described above, makes no other
changes to the method of the levy of the Special Taxes
The foregoing is only a summary of the Resolution of Intention which is on file with the City
Clerk The full text of the Resolution of Intention should he referred to by any interested party for greater
detail
PUBLIC HEARING
NOTICE IS HEREBY GIVEN THAT A PUBLIC HEARING WILL BE HELD ON MARCH 7,
2016, AT THE HOUR OF 6 00 P M, OR AS SOON THEREAFTER AS SUCH MATTER CAN BE
HEARD, AT A REGULAR MEETING OF THE CITY COUNCIL TO BE HELD AT CITY HALL,
2000 MAIN STREET, HUNTINGTON BEACH, CALIFORNIA, AT WHICH TIME THE CITY
COUNCIL WILL HEAR ALL EVIDENCE AND TESTIMONY BY ALL INTERESTED PERSONS,
PROPERTY OWNERS, VOTERS AND TAXPAYERS FOR OR AGAINST CERTAIN CHANGES TO
COMMUNITY FACILITIES DISTRICT NO 2000-1 OF THE CITY OF HUNTINGTON BEACH
(GRAND COAST RESORT) INCLUDING THE APPROVAL OF THE AMENDED AND RESTATED
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES
ALL PERSONS INTERESTED, INCLUDING PROPERTY OWNERS, TAXPAYERS AND
REGISTERED VOTERS WITHIN THE DISTRICT, MAY APPEAR AT THE HEARING AND
PRESENT EVIDENCE AND TESTIMONY ORALLY OR IN WRITING FOR OR AGAINST THE
ISSUES DESCRIBED ABOVE EACH INDIVIDUAL WISHING TO SPEAK WILL BE LIMITED TO
A THREE MINUTE ORAL PRESENTATION ANY PROTEST PERTAINING TO THE
REGULARITY OR SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE PROPOSED
ISSUES DESCRIBED ABOVE MUST BE IN WRITING AND SHALL CLEARLY STATE THE
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Fred Wilson , Executive Director ,� � � �`
Successor Agency to the former ;
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City of Huntington Beach
4tl�' 2000 Main Street , 4th Floory
N.
Huntington Beach, CA 92648
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NOTICE OF PUBLIC HEARING ON THE INTENTION OF RECEIVED
THE CITY COUNCIL OF THE CITY OF HUNTINGTON I i FEB ll 2016
BEACH TO APPROVE AN AMENDMENT TO THE RATE
AND METHOD OF APPORTIONMENT OF SPECIAL TAX
FOR CITY OF HUNTINGTON BEACH COMMUNITY Office of the City Manager
FACILITIES DISTRICT NO. 2000-1 (GRAND COAST
RESORT)
NOTICE IS HEREBY GIVEN that on January 19, 2016, the City Council (the "City Council")
of the City of Huntington Beach (the "City), acting as the legislative body of City of Huntington Beach
Community Facilities District No 2000-1 (Grand Coast Resort) (the "District"), adopted its Resolution
No 2016-02 (the "Resolution of Intention"), declaring its intention to approve an Amended and Restated
Rate and Method of Apportionment (the "Amended Rate and Method") for the District pursuant to the
Mello-Roos Community Facilities Act of 1982, as amended (the "Act") Capitalized terms that are not
otherwise defined herein shall have the respective meanings ascribed to them in the Resolution of
Intention and the exhibits thereto
The full text of the Amended Rate and Method is attached to the Resolution of Intention The
Amended Rate and Method proposes to amend,and restate the existing rate and method of apportionment
of special taxes for the District (the "Special Taxes")to provide that the Special Taxes shall be levied on
the fee interest in the property within the District as opposed to any leasehold interest in such
property The Amended Rate and Method shall not be effective and shall not apply to the levy of the
Special Taxes until fee title to the property within the District is conveyed to a person or entity which is
not an entity of the state, federal or any local government The Amended Rate and Method does not
propose to alter the amount of the Special Taxes and other than as described above, makes no other
changes to the method of the levy of the Special Taxes
The foregoing is only a summary of the Resolution of Intention which is on file with the City
Clerk The full text of the Resolution of Intention should Abe referred to by any interested party for greater
detail
PUBLIC HEARING
NOTICE IS HEREBY GIVEN THAT A PUBLIC HEARING WILL BE HELD ON MARCH 7,
2016, AT THE HOUR OF 6 00 P M, OR AS SOON THEREAFTER AS SUCH MATTER CAN BE
HEARD, AT A REGULAR MEETING OF THE CITY COUNCIL TO BE HELD AT CITY HALL,
2000 MAIN STREET, HUNTINGTON BEACH, CALIFORNIA, AT WHICH TIME THE CITY
COUNCIL WILL HEAR ALL EVIDENCE AND TESTIMONY BY ALL INTERESTED PERSONS,
PROPERTY OWNERS, VOTERS AND TAXPAYERS FOR OR AGAINST CERTAIN CHANGES TO
COMMUNITY FACILITIES DISTRICT NO 2000-1 OF THE CITY OF HUNTINGTON BEACH
(GRAND COAST RESORT) INCLUDING THE APPROVAL OF THE AMENDED AND RESTATED
RATE AND METHOD OF APPORTIONMENT OF SPECIAL TAXES
ALL PERSONS INTERESTED, INCLUDING PROPERTY OWNERS, TAXPAYERS AND
REGISTERED VOTERS WITHIN THE DISTRICT, MAY APPEAR AT THE HEARING AND
PRESENT EVIDENCE AND TESTIMONY ORALLY OR IN WRITING FOR OR AGAINST THE
ISSUES DESCRIBED ABOVE EACH INDIVIDUAL WISHING TO SPEAK WILL BE LIMITED TO
A THREE MINUTE ORAL PRESENTATION ANY PROTEST PERTAINING TO THE
REGULARITY OR SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE PROPOSED
ISSUES DESCRIBED ABOVE MUST BE IN WRITING AND SHALL CLEARLY STATE THE
IRREGULARITIES OR DEFECTS TO WHICH OBJECTION IS MADE, AND SHALL BE FILED
WITH THE CITY CLERK ON OR BEFORE THE TIME SET FOR THE HEARING IF THE
OWNERS OF ONE-HALF(1/2) OR MORE OF THE AREA OF LAND WITHIN THE DISTRICT AND
NOT EXEMPT FROM THE SPECIAL TAX FILE WRITTEN PROTESTS AGAINST ITEM (1)
ABOVE, AND PROTESTS ARE NOT WITHDRAWN SO AS TO REDUCE THE VALUE OF THE
PROTESTS TO LESS THAN A MAJORITY, THE CITY COUNCIL SHALL ABANDON THAT
PORTION OF THE PROCEEDINGS PERTAINING TO SUCH ITEM AND NO FURTHER
PROCEEDINGS WITH RESPECT TO SUCH ITEM SHALL BE TAKEN FOR A PERIOD OF ONE
YEAR FROM THE DATE OF THE DETERMINATION BY THE CITY COUNCIL
UNDER THE ACT, THE CITY COUNCIL MAY EITHER CONCLUDE THE PUBLIC
HEARING ON MARCH 7, 2016 OR MAY CONTINUE THE PUBLIC HEARING TO A LATER
DATE IF THE COMPLEXITY OF THE PROPOSED CHANGES OR THE NEED FOR PUBLIC
PARTICIPATION REQUIRES ADDITIONAL TIME IF THE CITY COUNCIL DETERMINES TO
SUBMIT THE QUESTION OF THE APPROVAL OF THE CHANGES, AN ELECTION WILL BE
HELD WITHIN THE DISTRICT TO APPROVE THE CHANGES AT SUCH AN ELECTION, EACH
LANDOWNER (AS DEFINED IN SECTION 3 56 070 OF THE MUNICIPAL CODE OF THE CITY)
WITHIN THE DISTRICT SHALL BE ENTITLED TO CAST ONE VOTE FOR EACH ACRE OR
PORTION THEREOF OWNED WITHIN THE DISTRICT FOR THE PROPOSITION TO BE
ADOPTED, TWO-THIRDS OF THE VOTES CAST ON THE PROPOSITION AT THE ELECTION
MUST FAVOR PASSAGE
INQUIRIES
The full text of the Resolution of Intention, which includes the proposed Amended Rate and
Method may be obtained from the person specified below
For any questions relating to the proceedings, or any particulars, please contact the following
designated person
Ms Kellee Fritzal
Deputy Director of Economic Development
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
(714)374-1519
DATED February _, 2016 /s/Joan L Flynn
CITY CLERK OF THE CITY OF HUNTINGTON
BEACH
2
I
RESOLUTION NO 2016-02
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH, ACTING AS THE LEGISLATIVE BODY OF
CITY OF HUNTINGTON BEACH COMMUNITY FACILITIES
DISTRICT NO 2000-1 (GRAND COAST RESORT), DECLARING ITS
INTENTION TO CONSIDER AN AMENDMENT TO THE RATE AND
METHOD OF APPORTIONMENT OF SPECIAL TAX
WHEREAS, on January 18, 2000, the City Council of the City of Huntington
Beach (the "City Council") adopted Resolution No 2000-5 stating its intention to
establish City of Huntington Beach Community Facilities District No. 2000-1 (Grand
Coast Resort) (the "District") pursuant to Chapter 3.56 (commencing with Section
3 56 010) of the Municipal Code (the "Code") of the City of Huntington Beach (the
"City") and the Mello-Roos Community Facilities Act of 1982, as amended, being
Chapter 2 5 of Part 1 of Division 2 of Title 5 of the Government Code of the State of
California(the"Act"); and
The boundaries of the District are shown on the Boundary Map recorded on
September 14, 1999 in Book 78 of Maps of Assessment and Community Facilities
Districts at Page 49 and as instrw-rent number 20000038289 in the Office of the Clerk-
Recorder of the County of Orange, and
A notice calling a public hearing, was published as required by law relative to the
intention of the City Council to establish the District, which public hearing was continued
to April 17, 2000, and
On April 17, 2000, the City Council conducted a noticed public hearing to
determine whether to proceed with the formation of the District, issue bonds to pay for
improvements and incidental expenses related thereto for the benefit of the District, and
authorize the levy of special taxes (the "Special Tax") pursuant to the rate and method of
apportionment of a special tax in the form attached to Resolution No 2000-5 (the "Rate
and Method") for the purposes described in Resolution No 2000-5; and
At the April 17, 2000 public hearing all persons desiring to be heard on all matters
pertaining to the formation of the District, the levy of a special tax in accordance with the
Rate and Method and the issuance of bonds for the benefit of said District to pay for the
cost of the certain improvements and incidental expenses permitted by the Code and the
Act were heard and a full and fair hearing was held; and
16-5071/130523 1
Resolution No . 2016-02
Pursuant to Resolution No 2000-35 adopted on April 17, 2000 (the "Resolution
of Formation'), the City Council determined that, under Sections 3 56 070 and 3 56 040
of the Code, in order to carry out the purposes of the Code, and for the City and the
former Redevelopment Agency of the City of Huntington Beach (the "Agency") to carry
out their respective purposes, the Agency is a public agency subject to the Special Tax,
and
Pursuant to the Resolution of Formation, the City Council determined that,
pursuant to the Code, the Agency, as the then fee title owner of the land within the
District, is a public agency landowner, and as such, was entitled to cast votes based on
such ownership of land for the special election to authorize the issuance of bonds for the
benefit of the District, the levy of Special Tax within the District and the establishment of
an appropriations limit for the District, and
On April 17, 2000, after the public hearing, the District held a special election in
which the Agency, as sole property owner within the District, approved the levy of a
special tax and the issuance of bonds for the benefit of the District and established an
appropriations limit for the District, and
Pursuant to Resolution No 2000-38, adopted on April 17, 2000, the City Council,
acting as the legislative body of the District, declared the results of the special election
and directed the recording of a Notice of Special Tax Lien within the District; and
Pursuant to Ordinance No 3519 (the "Ordinance"), the City Council,acting as the
legislative body of the District, authorized the levy of special taxes within the District
pursuant to the Rate and Method, and
Pursuant to the Act, the Rate and Method and the Resolution of Formation, the
Special Tax is levied on the leasehold interests in Taxable Property (as defined in the
Rate and Method) within the District, and all property within the District owned by
entities of the State of California and federal and local governments not subject to a
leasehold interest, is exempt from the Special Tax, and
The Agency, as lessor, and PCH Beach Resort, LLC, a California limited liability
company ("PCH Beach Resort"), as lessee, entered into a Ground Lease dated April 4,
2001 (the "Lease"), pursuant to which the Agency leased to PCH Beach Resort all of the
land within the District for a term of 99 years, and
Pursuant to Assembly Bill No 26 ("AB X126") adopted on June 28, 2011, the
Agency was dissolved and, pursuant to Resolution 2012-01 adopted on January 9, 2012,
the City Council of the City elected to have the City serve as the successor to the Agency,
and
The City, as successor to the Agency (the "Successor Agency") is the current fee
title owner to the land within the District and has succeeded to all rights, obligations and
covenants under the Lease, and
16-5071/130523 2
The California Department of Finance has approved the Successor Agency's long
range property management plan, which directs the Successor Agency to sell and
otherwise dispose of its real property assets, including, but not limited to, the land within
the District, and
The Successor Agency pi oposes to sell and convey fee title to the land within the
District to PCH Beach Resort and the District has received a petition from PCH Beach
Resort (the "Petition') to amend and restate the Rate and Method in the form attached
hereto as Attachment "A" (the "Amended and Restated Rate and Method"), to, among
other things, piovide that, in connection with such proposed sale and conveyance of the
property, the Special Tax will thereafter be levied on the fee interest in the property
within the District as described in the Amended and Restated Rate and Method, and
Pursuant to the Petition and Section 53331 of the Act, the City desires to initiate
proceedings to amend and restate the Rate and Method as described herein, and
The District further desires to authoiize the submittal of a certain proposition to
the qualified electors of the District, being the landowner within the District, all as
authorized and tequired by law
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH, ACTING AS THE LEGISLATIVE BODY OF CITY OF
HUNTINGTON BEACH COMMUNITY FACILITIES DISTRICT NO 2000-1
(GRAND COAST RESORT), DOES HEREBY RESOLVE, ORDER AND
DETERMINE AS FOLLOWS
1 Each of the above recitals is true and correct and is adopted by the
legislative body of the District
2 The City Council, acting as the legislative body of the District, declares
that public convenience and necessity requite changes to the Rate and Method and further
declares its intention to conduct proceedings puisuant to Section 53331 of the Act to
consider restating and amending the Rate and Method with the Amended and Restated
Rate and Method
3 A public hearing (the "Hearing") on the changes io the levy of special
taxes in accordance with the Amended and Restated Rate and Method of Apportionment
shall be held at 6 00 p rn , of as soon thereafter as piactrcable, on March 7, 2016, at City
Hall, 2000 Main Street, Huntington Beach, California Should the City Council
determine to submit the proposed amendments described in Section 2 above, to the
qualified electors of the Distiict, a special election will be held to authotize such changes
in accordance with the procedures contained in the Code and the Act, including
Government Code Sections 53326 and 53353 5 If such election is held, the proposed
voting procedure at the election will be a landowner vote with each owner of land who is
the owner of land within the District at the close of the Hearing, or the authorized
representative thereof, having one vote for each acre or pottion thereof owned within the
Distiict Pursuant to Section 3 56 070 of the Code, PCH Beach Resort, having a
16-5071/130523 3
Resolution No. 2016-02
leasehold interest in the land within the District foi a team exceeding 40 years, is an
owner of land not exempt fiom the Special Tax within the District Ballots foi the special
election may be distributed by mail or by personal service
4 At the time and place set forth above for the Hearing, any interested
person, including all persons owning lands or registered to vote within the District, may
appear and be heard.
5 The City Clerk is hereby directed to publish a notice (the "Notice") of the
Hearing pursuant to Section 6061 of the Government Code in a newspaper of general
circulation published in the area within the District The City Clerk is further directed to
mail a copy of the Notice to each of the landowners within the boundaries of the District,
at least 15 days prior to the Hearing The Notice shall contain the text or a summaiy of
this Resolution, the time and place of the Hearing, a statement that the testimony of all
inteiested persons or taxpayers will be heard, a description of the protest rights of the
registered voters and landowners in the District and a description of the proposed voting
procedure for the election required by the Act Such publication shall be completed at
least seven(7) days prior to the date of the Hearing
6 This Resolution shall be effective upon its adoption
PASSED, APPROVED AND ADOPTED this 19 t hday of January , 2016
May
REVIEIYED AND APPROVED APPROVED AS TO FORM-
Cit is er C Attorney
MATED ND AP P OVED:
istant City Manager
16-5071/130523 4
Resolution No. 2016-02
ATTACHMENT"A"
AMENDED AND RESTATED RATE AND METHOD OF APPORTIONMENT
FOR CITY OF HUNTINGTON BEACH
COMMUNITY FACILITIES DISTRICT NO.2000-1 (GRAND COAST RESORT)
A Special Tax applicable to each Assessor's Parcel of Taxable Property in the City of Huntington Beach
Community Facilities District No 2000-1 (Grand Coast Resort)(herem CFD No 2000-1) shall be levied
and collected according to the tax liability determined by the Administrator thiough the application of the
procedures described below. The ieal property in CFD No 2000-1, unless exempted by law or by the
provisions hereof, shall be taxed for the purposes,to the extent, and in the manner herem provided
DEFINITIONS
The capitalized tenns hereinafter set forth have the following meanings when used in this Amended and
Restated Rate and Method of Apportionment
Acre or Acreage means the land at ea of an Assessor's Pai eel as shown on an Assessor's Parcel Map, or
if the land area is not shown on an Assessor's Parcel Map, the land area shown on the applicable final
map, parcel map, or the other parcel map recorded with the County Recoidei. If the Acreage of a
particular Parcel is unclear after reference to available maps, the Administrator shall determine the
appropriate Acreage for a Parcel
Act means Chapter 3 56 (commencing with Section 3 56 010) of the Municipal Code of the City of
Huntington Beach and, as applicable, the Mello-Roos Community Facilities Act of 1982, as amended,
being Chapter 2 5 (commencing with Section 53311), Part 1, Division 2, of Title 5 of the Government
Code of the State of California
Administrative Expenses means any or all of the following actual or reasonably estimated costs directly
related to the administration of CFD No 2000-1 the fees and expenses of any Fiscal Agent or trustee
(including any fees and expenses of its counsel) employed in connection with any Bonds, any costs
associated with the marketing or iemarketmg of the Bonds; the expenses of the Administrator and the
City in carrying out their duties under any Indenture or iesolution with respect to the Bonds, including,
but not limited to, the levy and collection of the Special Tax, the fees and expenses of legal counsel,
charges levied by the County or any division or office theieof in connection with the levy and collection
of Special Taxes, audits, continuing disclosure or other amounts needed to pay arbitrage iebate to the
federal government with respect to Bonds, costs associated with complying with continuing disclosure
requirements, costs associated with responding to public inquiries regarding Special Tax levies and
appeals, attorneys' fees and other costs associated with commencement or pursuit of foreclosure for
delinquent Special Taxes, and all other costs and expenses of City, the Administrator, the County, and
any Fiscal Agent, escrow agent or trustee related to the administration of CFD No 2000-1
Administrator means the Director of Economic Development or such other person or entity designated
by the City Administrative Officer of the City Council to administer the Special Tax according to this
Amended and Restated Rate and Method of Apportionment of Special Tax.
Assessor's Parcel or Parcel means a lot, parcel or airspace parcel shown on an Assessor's Parcel Map
with an assigned Assessoi's Parcel number
Assessor's Parcel Map means an official map of the Assessor of the County designating Parcels by
Assessoi's Parcel number
A-1
Resolution No . 2016-02
Bonds mean any bonds or other debt(as defined in Section 53317(d) of the Act),whether in one or more
series, issued by the City foi CFD No 2000-1 under the Act
City means the City of Huntington Beach
City Council means the City Council of the City of Huntington Beach, acting as the legislative body of
CFD No 2000-1
County means the County of Orange
Exempt Land means (1)any real property within the boundaries of CFD No 2000-1 which is owned by
a governmental agency for public right-of-way purposes including, but not limited to, streets, public
walkway corridors, and slopes as detennmed in each Fiscal Year by the Administrator or (2)any
Assessor's Parcel for which the Special Tax has been paid in full.
Fiscal Agent means the fiscal agent who is a party to the Indentui e, if so approved.
Fiscal Year means the period commencing on July 1 and ending on the following June 30, in any year in
which the Bonds are outstanding
Indenture means the indenture, fiscal agent agreement, resolution or other instrument approved pursuant
to the Resolution of Issuance and pursuant to which Bonds aie issued, as modified, amended and/or
supplemented from time to time,and any instrument replacing or supplementing the same
Maximum Special Tax means, with respect to any Parcel of Taxable Property, the maximum Special
Tax, determined in accordance with Section C, that can be levied in any Fiscal Yeai on such Parcel.
Outstanding Bonds means all Bonds which are then outstanding under the indenture
Reserve Fund means the fund of that name cleated under the Indenture
Resolution of Issuance means the resolution adopted by the City Council of the City, acting as the
legislative body of CFD No 2000-1, authoi izing the issuance of the Bonds in accordance with the Act
Special Tax means the special tax to be levied pursuant to the Act and this Amended and Restated Rate
and Method of Apportionment of Special Tax in each Fiscal Yeai on Taxable Property within CFD
No 2000-1
Special Tax Requirement means the amount►equiied in any Fiscal Year foi CFD No 2000-1 necessary
(i)to pay the annual scheduled debt service on the Outstanding Bonds due in the calendar year which
commences in such Fiscal Yeai, (ii)to pay any amounts iequned to establish or ieplemsh the Reserve
Fund for all Outstanding Bonds, (iii)to pay Administiative Expenses, and (iv)to pay costs of any credit
enhancement (including fees and expenses related to any letter of credit) foi the Bonds, and less a credit
for available funds determined pui suant to the Indenture
Taxable Property means all of the Assessor's Parcels within the boundaries of CFD No 2000-1, which
ate not Exempt Land or exempt from the Special Tax pursuant to law
Trustee means the trustee who is a party to the Indenture, if so approved.
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Resolution No. 2016-02
B. IDENTIFYING TAXABLE PROPERTY
Not less than fifteen business days pi lot to the beginning of each Fiscal Year, the Admmistratoi shall
deter mine which Parcels in CFD No 2000-1 are Taxable Property The Taxable Property shall be subject
to Special Taxes to accordance with the rate and method of apportionment desci ibed in Sections C and D
below
C. MAXIMUM SPECIAL TAX
The Maxiinum Special Tax for Taxable Pioperty in CFD No 2000-1 shall be the greater of(1)$130,000
pet Acre of (2)the amount determined pursuant to the following steps
Step I Determine the maximum annual debt service on all Outstanding Bonds,
Step 2 Multiply the total debt service deterimined in Step 1 by 1 i and add the Adnunistiative Expenses,
Step 3 Deteumine the Acreage of Taxable Property within the CFD No 2000-1,
Step 4; Divide the amount from Step 2 by the Acreage from Step 3 to determine the Maximum
Special Tax per Acre of Taxable Pioperty.
D. METHOD OF APPORTIONMENT OF THE SPECIAL TAX
Coimrnencmg with Fiscal Year 2000-2001, and foi each Fiscal Yeai thereafter,the City Council shall levy
the Special Tax proportionately on each Assessor's Parcel of Taxable Pioperty at up to 100% of the
Maximum Special Tax, as determined by reference to Section C, above, as needed to satisfy the Special
Tax Requirement
E. LIMITATIONS
No Special Taxes shall be levied on any Parcel after such Parcel becomes Exempt Land
The Special Tax may be levied and collected on Taxable Property commencing with Fiscal Yeai 2000-
2001, and for each Fiscal Year theieaftei, and until the date on which piincipal and mteiest on all
Outstanding Bonds have been paid in full (or provision for then payment has been made) Upon
deteimmation by the Administiator that this requirement has been met, the Special Tax lien shall be
removed from all Parcels in CFD No 2000-1
F. MANNER OF COLLECTION
The Special Tax shall be collected in the same manner and at the same time as ordinary ad valorem
pioperty taxes, provided, however, that CFD No 2000-1 inay directly bill the special tax, inay collect
special taxes at a different time or in a manner if necessary to meet its financial obligations, and may
covenant to foreclose and may actually foreclose on delinquent Assessor's Parcels as permitted by the
Act
G. APPEALS
The City Council shall establish as part of the proceedings and administration of CFD No 2000-1, a
special three-member Review / Appeal Committee The Review/ Appeal Committee shall interpret this
Amended and Restated Rate and Method of Apportionment and make determinations relative to the
annual adnunistiation of the Special Tax and any appeals, as herein specified Any owner of Taxable
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Resolution No. 2016-02
Property within CFD No 2000-1 claiming that the amount of application of the Special Tax is not correct
may file a written notice of appeal with the Review/Appeal Committee not later than one calendar year
after having paid the Special Tax that is disputed The Review/Appeal Committee shall promptly review
the appeal, and if necessary, meet with the owner of the Taxable Property, consider wi itten and oral
evidence regarding the amount of the Special Tax, and resolve the appeal If the Review / Appeal
Committee's decision requires the Special Tax to be modified or changed in favor of the owner of the
Taxable Property, a cash refund shall not be made(except for the last year of the levy), but an adjustment
shall be made to the next Special Tax levy This procedure shall be exclusive and its exhaustion by any
owner of Taxable Property shall be a condition precedent to any legal action by such owner
H. PREPAYMENT OF SPECIAL TAX
The following definitions apply solely to this Section H
Outstanding Bonds means all Previously Issued Bonds which are deemed to be outstanding under the
Indenture after the first interest and/or principal payment date following the current Fiscal Year.
Previously Issued Bonds means all Bonds that have been issued by CFD No 2000-1 prior to the date of
prepayment
1. Prepayment in Full
The Special Tax applicable to any Assessor's Parcel of Taxable Property may be prepaid The Special
Tax obligation applicable to such Assessor's Parcel in CFD No 2000-1 may be fully prepaid and the
obligation of such Assessor's Parcel to pay the Special Tax permanently satisfied as described herein
The owner of Taxable Property intending to prepay the Special Tax obligation on one or a combination of
Assessor's Parcel(s) shall provide the Administrator with written notice of intent to prepay. Following
receipt of such notice,the Administrator shall notify the owner of such Assessor's Parcel of Parcels of the
prepayment amount of such Assessor's Parcel(s) The Administrator may charge a reasonable fee for
providing this figure Prepayment must be made not less than 45 days prior to the next occurring date
that notice of redemption of Bonds from the proceeds of such prepayment may be given by the Fiscal
Agent pursuant to the Indenture
The Prepayment Amount (defined below) shall be calculated as summarized below (capitalized terms as
defined below)-
Bond Redemption Amount
Plus Redemption Piemium
Plus Defeasance Amount
Plus Administrative Fees and Expenses
Less Reserve Fund Credit
Less Capitahzed Interest Credit
Total Equals Prepayment Amount
As of the proposed date of prepayment, the Prepayment Amount (defined below) shall be calculated as
follows
Paragi anh No
1 For Assessor's Parcels of Taxable Property intending to prepay, compute the Maximum Special
Tax for such Assessor's Parcels.
A-4
Resolution No . 2016-02
2 Divide the Maximum Special Tax computed pursuant to Paiagiaph 1 by the total Maximum
Special Tax of all Assessor's Parcels of Taxable Pioperty in CFD No 2000-1, excluding any
Assessor's Parcels which have prepaid their Special Taxes in full
3 Multiply the quotient computed pursuant to Paragraph 2 by the Outstanding Bonds as defined in
this Section H to compute the amount of Outstanding Bonds to be retired and prepaid, and sound
the result up to the new est multiple of$5,000(the Bond Redemption Amount)
4 Multiply the Bond Redemption Amount computed pursuant to Paiagiaph 3 by the applicable
redemption premium, if any, on the Outstanding Bonds to be redeemed (the Redemption
Premium)
5 Compute the amount needed to pay interest on the Bond Redemption Amount fiom the first bond
interest and/ or principal payment date following the current Fiscal Year until the earliest
redemption date for the Outstanding Bonds
6 Determine the Special Taxes levied on the Assessor's Parcel in the current and any previous
Fiscal Year, which have not yet been paid
7 Compute the amount the Administrator reasonably expects to dei ive from the reinvestment of the
Prepayment Amount from the date of prepayment until tine redemption date for tine Outstanding
Bonds to be redeemed with the prepayment
8 Add the amounts computed pursuant to Paragraphs 5 and 6 and subtract the amount computed
pursuant to Paragraph 7(the Defeasance Amount)
9 Determine the administrative fees and expenses of CFD No 2000-1, including the costs of
computation of the prepayment, the costs to invest the prepayment proceeds, the costs of
redeeming Bonds, and the costs of recording any notices to evidence the prepayment and the
redemption(the Administrative Fees and Expenses).
10 Determine the reserve fund credit (the Reseive Fund Credit) which shall equal the lessee of
(a)the expected reduction in the reserve requirement (as defined in tine Indenture), if any,
associated with the redemption of Outstanding Bonds as a result of the prepayment, or (b)the
amount derived by subtracting the new reserve requirement(as defined in the Indenture) in effect
after the redemption of Outstanding Bonds as a result of the prepayrent from the balance in tine
reserve fund on the prepayment date, but in no event shall such amount be less than zero
I 1 If any capitalized interest for the Outstanding Bonds will not have been expended at the time of
the first interest and/or pi incipal payment following the current Fiscal Year, a capitalized interest
credit shall be calculated by multiplying the quotient computed pursuant to Paragraph 2 by tine
expected balance in the capitalized interest fund after such first rnteiest and/or pi incipal payment
(the Capitalized Interest Credit)
12. The Special Tax prepayment is equal to the sum of the amounts computed pursuant to Paragraphs
3, 4, 8 and 9, less the amounts computed pursuant to Paragraphs 10 and 11 (the Prepayment
Amount)
13 From the Prepayment Arnount, the amounts computed pursuant to Paragraphs 3, 4, 8, 10 and I I
shall be deposited into the appropriate fund as established under the Indenture and be used to
A-5
Resolution NO. 2016-02
retire Outstanding Bonds or make debt service payments The amount computed pursuant to
Paragraph 9 shall be retained by the Adimntstiatot
As a result of the payment of the current Fiscal Year's Special Tax levy as detennined under Paragraph 6
(above), the Administiatoi shall remove the current Fiscal Year's Special Tax levy for such Assessor's
Parcel fiom the County tax tolls With respect to any Assessor's Parcel that is prepaid,the City Council
shall cause a suitable notice to be recorded in compliance with the Act, to indicate the prepayment of
Special Taxes and the release of the Special Tax lien on such Assessor's Parcel, and the obligation of
such Assessor's Parcel to pay the Special Tax shall cease
Notwithstanding the foregoing, no Special Tax prepayment shall be allowed unless the arnount of the
Maximum Special Taxes that may be levied on Taxable Property within CFD No 2000-1 both prior to
and after the proposed prepayment is at least l 1 times the maximum annual debt service on all
Outstanding Bonds
2. Prepayment in Part
The Maximum Special Tax on an Assessor's Parcel of Taxable Property may be partially prepaid The
amount of the prepayment shall be calculated as in Section H I, except that a partial prepayment shall be
calculated according to the following foimula
PP=(PH x F)+G
Where these tei ins ai a defined as follows
PP = the partial prepayment
PH = the Prepayment Amount calculated according to Section H I, ininus the amounts determined in
Paragraph No 6 and 9 of Section N I
F = the percent by which the owner of the Assessor's Paicel(s) is partially prepaying the Maxiinurn
Special Tax
G = the amounts determined in Paragraph No 6 and 9 of Section H 1
The owner of an Assessor's Parcel who desues to partially prepay the Maximum Special Tax shall notify
the Administiator of (i)such owner's intent to partially prepay the Maximum Special Tax, (it)the
percentage by which tine Maximum Special Tax shall be prepaid, and (iii)the company or agency that will
be acting as the escrow agent, if applicable The Adininistratoi shall provide the owner of the Assessor's
Parcel with a statement of the amount requited for the partial prepayment of the Maximum Special Tax
for an Assessor's Parcel following receipt of the request
With respect to any Assessor's Parcel that is partially prepaid,CFD No 2000-1 shall(i)distribute the
funds remitted to it according to Paragraph 13 of Section H 1, and(in) indicate in the records of CFD
No 2000-1 that they a has been a partial prepayment of the Maximum Special Tax and that a portion of the
Maxinwm Special Tax equal to the outstanding percentage(1 00- F)of the remaining Maximum Special
Tax shall continue to be authorized to be levied on such Assessor's Parcel pursuant to Section D.
A-6
Resolution No. 2016-02
I. EFFECTIVENESS OF AMENDED AND RESTATED RATE AND METHOD OF
APPORTIONMENT
Notwithstanding any proceedings or actions taken with respect to the approval of this Amended and
Restated Rate and Method of Apportionment, this Amended and Restated Rate and Method of
Apportionment shall not be effective and shall not apply to the levy of the Special Tax until fee title to all
Taxable Property within the District is conveyed to a person or entity which is not an entity of the state,
fedejal or any local government
A-7
Res. No. 2016-02
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L FLYNN the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of
Huntington Beach is seven, that the foregoing resolution was passed and adopted
by the affirmative vote of at least a majority of all the members of said City Council
at a Regular meeting thereof held on January 19, 2016 by the following vote
AYES: Posey, O'Connell, Sullivan, Katapodis, Hardy, Delgleize, Peterson
NOES: None
ABSENT: None
ABSTAIN: None
If
City Ark and ex-officio Clerk of the
City Council of the City of
Huntington Beach, California
3/7/2016
City of Huntington Beach
Community Facilities District
2000-01 Grand Coast Resort
March 7, 2016 Council Meeting
Brian Forbath
Stradling,Yocca, Carlson &Rauth-Bond Counsel to City
PURPOSE OF TONIGHT'S ACTIONS
CFD 2000-1 (Grand Coast Resort)financed public infrastructure, it
currently has approximately $12,000,000 in bonds outstanding
• The Bonds are secured by Special Taxes levied on the leasehold
interest of the Hyatt Property
• The approved sale of the Property to PCH Beach Resorts will
terminate the leasehold interest that is being taxed to secure the
Bonds
• The rate and methodology of taxation needs to be changed so that
the fee interest in the Property Tax rather than the Leasehold
interest is subject to the special tax
• There will be no fiscal effect to the City, or to debt service or current
bond holders
'f r3. s RA r A L.
COMMUNICATION
Meeting Late:
1
Agenda Item Rio.
3/7/2016
Summary of Proceedings
► Adopt SuccessorAgency Resolution authorizing
City Manager to vote at the election
► Conduct Public Hearing
► Adopt Resolution 2016 Calling for an Election
► Conduct Election
► Adopt Resolution Certifying Election Results
► Introduce Amended Ordinance 4082
Public Hearing
► Notice was published in the Huntington Beach
Wave on February 26, 2016
► In order to protest, person(s) has to be a
landowner or registered voter within the CFD
► There are no registered voters
► SuccessorAgency is only landowner
► Protests require more than 50% of registered
voters or half of non-exempt landowners A valid
protest will stop proceedings
2
3/7/2016
First Reading of
Ordinance 4082
The City Council acting in its Capacity of the
Legislative Body of the Community Facilities District
No 2000-01 (Grand Coast Resort) authorizing the
Levy of a Special Tax Within Huntington Beach
Community Facilities District No 2000-01
Formally changes the rate and method of
apportionment of the special tax to be consistent with
the election held this evening
Authorizes the recordation of an amended notice of
special tax lien on the property
What Happens Next?
► On March 21 , 2016, second reading of
Ordinance 4082 and Resolution approving certain
amendments to the Bond Indenture for CFD 2000-1
to effectuate the changes in the rate and method
► City Clerk forwards documents to the County
Clerk-Recorder
► Bond counsel and city staff file all required bond
disclosures
611ra"-
City of Huntington Beach
. t 2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
, r
Ff19 ,>t9p9 Office of the City Clerk
/ Joan L. Flynn, City Clerk
March 24, 2016
Stradling Yocca Carlson & Rauth, P C
ATTN Lawrence Chan
660 Newport Center Dr , Ste 1600
Newport Beach, CA 92660
Dear Mr Chan
Enclosed please find certified copies of the Resolutions (Successor Agency No 2016-
03, City Council Nos 2016-08, 2016-09, 2016-15) Ordinance (No 4082), Ballot &
Waiver requested to complete the transaction for the Community Facilities District No
2000-1 (Grand Coast Resort)
It is my understanding you will secure U S Bank's signature on the Amendment to the
Bond Indenture Upon its execution, please return a copy to
Joan L Flynn
City Clerk
2000 Main Street
Huntington Beach CA 92648
If you need any further assistance, please feel free to contact me
Sincerely,
oan L Flynn
City Clerk
JF pe
Encl(MpR Cities Anjo, Japan ♦ Waitakere, New Zealand