HomeMy WebLinkAboutCalifornia Public Finance Authority - 2025-02-18 2000 Main Street,
cF .. Huntington Beach,CA
92648
City of Huntington Beach
APPROVED 7-0
File #: 25-088 MEETING DATE: 2/18/2025
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Travis Hopkins, Acting City Manager
VIA: David Cain, Interim Chief Financial Officer
PREPARED BY: David Cain, Interim Chief Financial Officer
Subject:
Continued from February 4, 2025 with Public Hearing open - Continue a Tax Equity and
Financial Responsibility Act public hearing and adopt Resolution No. 2025-05 approving,
authorizing, and directing execution of a Joint Exercise of Powers Agreement relating to the
California Public Finance Authority and approving the Issuance by the California Public
Finance Authority of Revenue Bonds in an amount not to exceed $325,000,000 for Marisol HB,
LLC, with no City obligations, as well as a Payment in Lieu of Taxes Agreementk
Statement of Issue:
The City Council is asked to continue a public hearing under the Tax Equity and Financial
Responsibility Act (TEFRA) that commenced on February 4, 2025 and adopt a resolution approving
the issuance of Revenue Bonds by the California Public Finance Authority (CalPFA) on behalf of
Marisol HB, LLC (Applicant), the sole member of which is The Bluhm Family Foundation, an
organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(Code), in the aggregate principal amount not to exceed $325,000,000, and approving the City
becoming a member of CalPFA, a joint exercise of powers authority, solely for the purpose of
facilitating the financing of the rental senior living community described below.
The Applicant is seeking to obtain financing for the acquisition, construction, expansion, remodeling,
renovation, improvement, furnishing, and/or equipping of a rental senior living community and related
parking facilities to be located in Huntington Beach. The tax-exempt obligations will be issued by
CalPFA. As a jurisdiction in which the facilities are located, the Council must hold a public hearing
under the provisions of the Tax Equity and Financial Responsibility Act (TEFRA) within the Code to
receive any public testimony regarding the project in order for the Revenue Bonds issued by CalPFA
to be issued on a tax-exempt basis. The City Council commenced the required public hearing on
February 4, 2025 and will continue the public hearing on February 18, 2025.
The City must also become a member of the CalPFA, a joint exercise of powers authority, so that the
CalPFA can issue bonds to finance a project located within the City. Becoming a member of the
City of Huntington Beach Page 1 of 4 Printed on 2/13/2025
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File#: 25-088 MEETING DATE: 2/18/2025
CaIPFA does not subject the City to any liability or obligations. In accordance with Section 12 of the
CalPFA Joint Exercise of Powers Agreement, in the event that Resolution 2025-05 is adopted by the
City Council, such Resolution shall be filed with CalPFA together with a request that the City be
added as an "Additional Member" of the Authority solely for purposes of facilitating the financing of
the Project by the Authority.
Should the City authorize the issuance of bonds, the City would have no obligation or liability
associated with this facility or with these bonds. There is no revenue sharing or expenditure
• obligation on behalf of the City, either directly or in its capacity as a member of CaIPFA.
The facilitation of the public hearing under TEFRA requirements and the approval of the resolution
authorizing the issuance of the tax exempt obligations by CaIPFA, on behalf of the Applicant, best
balances the Key Priority of Regional Leadership through Customer Satisfaction in that the City will
enable one of its customers to obtain more favorable debt financing to be used for facility financing.
Financial Impact:
The City has no obligation or liability associated with this facility or this financing.
Recommended Action:
A) Continue a public hearing under the requirements of TEFRA and the. Internal Revenue Code in
consideration of the issuance of tax-exempt bonds by the California Public Finance Authority
(CaIPFA) for the benefit of Marisol HB, LLC for the acquisition, construction, expansion, remodeling,
renovation, improvement, furnishing, and/or equipping of a rental senior living community facility
located generally at 2120 Main St., Huntington Beach, CA, 92648, to be known as The Marisol; and
B) Adopt Resolution No. 2025-05, "A Resolution of the City Council of the City of Huntington Beach
Approving, Authorizing and Directing Execution of a Joint Exercise of Powers Agreement Relating to
the California Public Finance Authority and Approving the Issuance by the California Public Finance
Authority of Revenue Bonds in an Aggregate Principal Amount Not to Exceed $325,000,000 to
'Benefit Marisol HB, LLC and Certain Other Matters Relating Thereto."
Alternative Action(s):
Do not approve the recommended action, and direct staff accordingly.
Analysis:
The City has received a request by the Applicant to hold a public hearing regarding a proposed
issuance of Revenue Bonds (Bonds) for the purpose of, among other things, the acquisition,
construction, expansion, remodeling, renovation, improvement, furnishing, and/or equipping of a
rental senior living community facility located generally at 2120 Main St., Huntington Beach, CA,
92648, to be known as The Marisol. The City commenced the public hearing on February 4, 2025
and will continue the public hearing on February 18, 2025.
The City is also requested to authorize CalPFA to proceed with the issuance of the Bonds. CalPFA,
a Joint Exercise of Powers Authority consisting of numerous California cities, counties, and special
districts, is authorized to assist in the financing and refinancing of senior living facilities when it
City of Huntington Beach Page 2 of 4 Printed on 2/13/2025
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375
File#: 25-088 MEETING DATE: 2/18/2025
receives the appropriate certified resolutions from each jurisdiction in which the facilities are located.
To initiate such financing, the member participant of CaIPFA in which the facilities are located must
(1) conduct a public hearing and (2) approve CalPFA issuance of indebtedness. Therefore, although
CalPFA will be the issuer of the tax exempt obligations for the Applicant, the financing cannot
proceed without the City of Huntington Beach's approval and without the City becoming a member
participant of the CalPFA. The City can limit the scope of its participation in the CalPFA to what is
necessary or appropriate to facilitate the financing of the Marisol project located in Huntington Beach.
In accordance with Section 12 of the CalPFA Joint Exercise of Powers Agreement, in the event that
Resolution 2025-05 is adopted by the City Council, such Resolution shall be filed with CalPFA
together with a request that the City be added as an "Additional Member" of the Authority solely for
purposes of facilitating the financing of the Project by the Authority.
The Internal Revenue Code requires all local legislative bodies, (the City Council of the City of
Huntington.Beach is the legislative body (Council)), to hold the hearing in order for the bonds to be
issued on a tax-exempt basis. The attached resolution, if approved by the Council, will provide
authorization to the CalPFA to issue tax exempt obligations on behalf of the Applicant in an amount
not to exceed $325 million.
The first subject item calls for the Council to hold a "TEFRA" hearing. This acronym stands for the
Tax Equity and Fiscal Responsibility Act of 1982. This Act requires the local legislative body of the
local agency in which the project is located to notice and conduct a public hearing. The Council
commenced this hearing on February 4, 2025 and called for any public testimony regarding the
proposed project financing. No written testimony was received; however, one member of the public
testified during the public hearing. The Council will continue the public hearing on February 18,
2025. Holding the public hearing and approving the issuance of the bonds by CaIPFA does not
obligate the City, either financially or otherwise, with respect to the repayment of the bonds or the
completion of the Marisol project.
Staff also understands that the Applicant intends to apply for an exemption from property taxes under
California Revenue &Taxation Code Section 214 and, if available, from other taxes. In the event that
the Applicant is granted such exemptions in whole or part, the Applicant has agreed to make
payments to the City in lieu of property and other taxes in an amount equal to the property and other
tax revenues that the City would have received had such exemptions not been granted. In order to
memorialize the Applicant's agreement as set forth in the previous sentence, the Applicant has
offered to enter into a Payment in Lieu of Tax Agreement (PILOT) with the City. The PILOT has been
reviewed by the City Attorney and Kutak Rock LLP, as special counsel to the City, and contains no
City obligations.
Environmental Status:
Not applicable
Strategic Plan Goal:
Goal 1 - Economic Development, Strategy A- Develop an updated economic development strategy
to ensure business retention, local investments and job growth.
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376
File#: 25-088 MEETING DATE: 2/18/2025
Attachment(s):
1. Notice of Public Hearing
2. Resolution No. 2025-05, °A Resolution of the City Council of the City of Huntington Beach
Approving, Authorizing and Directing Execution of a Joint Exercise of Powers Agreement
Relating to the California Public Finance Authority and Approving the Issuance by the
California Public Finance Authority of Revenue Bonds in an Aggregate Principal Amount Not to
Exceed $325,000,000 to Benefit Marisol HB, LLC and Certain Other Matters Relating Thereto"
*3. Payment in Lieu of Tax Agreement (PILOT)
4. Joint Powers Agreement
5. Presentation
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377
The Orange County Register
1920 Main St.,Suite 225
Irvine, Ca 92614
714-796-7000
5266074
MILLER ADVERTISING AGENCY, INC. PROOF OF PUBLICATION
909 THIRD AVENUE
15TH FLOOR Legal No. 0011718984
NEW YORK, NY 10022
NOVICi OF PUBLIC HEARING
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STATE OF CALIFORNIA, firaece,.etaotpe►amoiadbotlrxed .hgRotlgite">tAttdc').
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I am a citizen of the United States and a resident of the gg '1* '' : al •
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County aforesaid; I am over the age of eighteen years,and a, 0.40 poopehy ,ttribetlormwnr
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am the principal clerk of The Orange County Register, a ttterluurordyaliateettertmrter.Thai walnottalcthet;od,norwl ttw0y;
newspaper of general circulation, published in the city of Rr. 04:01XFIA*116404101.0*-00110011.040100T9r
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Santa Ana, County of Orange, and which newspaper has tritldlersetrsaskmg m1and rssiairkethe moods•
been adjudged to be a newspaper of general circulation by Z at
the Superior Court of the County of Orange, State of meotttteaeubliatteaurp, nit r hatte,attsam ter :
California, under the date of November 19, 1905, Case No. `�0`r"°t 2p 'Miurr 8tn '
5ubuatil'frkfireArb5sHcmmq,bie o6rthe Igty f�bfraatara9.meet
A-21046, that the notice, of which the annexed is a true totmirsidarapptniiataF het orfe'.Bor 'Ir**.itiitirfly.
printed copy, has been published in each regular and Nifili4..Ferguai0010
entire issue of said newspaper and not in any supplement •
thereof on the following dates, to wit
02/11/2025
I certify(or declare) under the penalty of perjury under the
laws of the State of California that the foregoing is true
and correct:
Executed at Anaheim, Orange County, California, on
Date: February 11, 2025.
Signature
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RESOLUTION NO. 2025-05
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO
THE CALIFORNIA PUBLIC FINANCE AUTHORITY AND APPROVING THE
ISSUANCE BY THE CALIFORNIA PUBLIC FINANCE AUTHORITY OF REVENUE
BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$325,000,000.00 TO BENEFIT MARISOL HB,LLC AND CERTAIN OTHER
MATTERS RELATING THERETO
WHEREAS, pursuant to Chapter 5 of Division 7 of Title 1 of the Government
Code of the State of California(the "Act"), certain public agencies (the"Members")have
entered into a Joint Exercise Of Powers Agreement Relating to the California Public
Finance Authority, dated as of May 12, 2015 (the "Agreement") in order to form the
California Public Finance Authority (the "Authority"), for the purpose of promoting
economic, cultural and community development, and in order to exercise any powers
common to the Members, including the issuance of bonds, notes or other evidences of
indebtedness; and
WHEREAS, the City of Huntington Beach, California (the "City") has
determined that it is in the public interest and for the public benefit that the City become
a Member of the Authority solely to facilitate the financing of the hereinafter described
Project by the Authority, which Project the City has determined will promote economic,
cultural and community development activities in the City; and
WHEREAS, there is now before this City Council of the City (the "City
Council")the form of the Agreement; and
WHEREAS, the Agreement has been filed with the City, and the members of the
City Council,with the assistance of its staff,have reviewed said document; and
WHEREAS, Marisol HE, LLC (the "Borrower"), the sole member of which is
The B1rihm Family Foundation, an organization described in Section 501(c)(3) of the
Internal Revenue Code of 1986, as amended (the "Code"), has requested that the
California Public Finance Authority (the"Authority") provide for the issuance of qualified
501(c)(3) bonds as defined in Section 145 of the Code, in one or more series, taxable or
tax-exempt, senior or subordinate, issued from time to time, including any bonds issued to
refund such bonds,in an amount not to exceed$325,000,000 (the "Bonds"),to (1) finance,
refinance or reimburse the costs of acquisition, construction, expansion, remodeling,
renovation, improvement, furnishing, and/or equipping of a rental senior living
community senior living community and parking facilities to be owned and operated by
the Borrower and to be located at 2120 Main Street, Huntington Beach, CA, 92648; (2)
pay capitalized interest on the Bonds; (3) fund one or more debt service reserves if
deemed necessary; (4) fund related working capital costs; and (5) pay certain expenses
incurred in connection with the issuance of the Bonds (collectively,the"Project"); and
RESOLUTION NO. 2025-05
WHEREAS,the Project is located within the City, and the Project will benefit the
City by providing needed housing options (and related support services) for seniors and
. by promoting the health, safety and general welfare of its residents; and
WHEREAS,pursuant to Section 147(f) of the Code,the issuance of the Bonds by
the Authority must be approved by the City because the Project is located within the
territorial limits of the City; and
WHEREAS, the City Council is the elected legislative body of the City and is the
applicable elected representative under Section 147(f) of the Code; and
WHEREAS, pursuant to Section 147(f) of the Code, the City Council has,
following notice duly given, held a public hearing (on February 4, 2025 and February 18,
2025)regarding the issuance of the Bonds, and now desires to approve the issuance of the
Bonds by the Authority; and
WHEREAS, the City Council understands that the Borrower intends to apply for
- • an exemption from property taxes under California Revenue & Taxation Code Section
214 and, if available,from other taxes; and
WHEREAS, in the event that the Borrower is granted such exemptions in whole
or part, the Borrower agrees to make payments to the City in lieu of property and other
taxes in an amount equal to the property and other tax revenues that the City would have
received had such exemptions not been granted; and
WHEREAS, in order to memorialize the Borrower's agreement as set forth in the
previous recital, the Borrower and the City desire to enter into a Payment in Lieu of Tax
Agreement(the"PILOT"); and
WHEREAS, the City Council understands that its actions in holding the public
hearing and in approving this Resolution do not obligate the City in any manner for
payment of the principal, interest, fees or any other costs associated with the issuance of
the Bonds, and said City Council expressly conditions its approval of this Resolution on
that understanding.
NOW, THEREFORE,BE IT RESOLVED,by the City Council of the City of
Huntington Beach as follows:
SECTION 1. The City Council hereby approves the Agreement solely for
purposes of facilitating the financing of the Project by the Authority, and the Mayor or
the designee thereof is hereby authorized and directed to execute said document, and the
City Clerk or such Clerk's designee is hereby authorized and directed to attest thereto. In
accordance with Section 12 of the Agreement, in the event that this Resolution is
adopted,this Resolution shall be filed with the Authority together with a request that the
City be added as an"Additional Member" of the Authority solely for purposes of
facilitating the financing of the Project by the Authority.
2
25-15971/369113
RESOLUTION NO. 2025-05
SECTION 2. The City Council hereby approves the issuance of the Bonds by the
Authority for the purposes of financing the Project. It is the purpose and intent of the
City Council that this Resolution constitute approval of the issuance of the Bonds by the
• Authority for the purpose of(a) Section 147(f) of the Code by the applicable elected
representative of the governmental unit having jurisdiction over the area in which the
Project is located and (b) Section 12 of the Agreement.
SECTION 3. The officers of the City Council are hereby authorized and
directed,jointly and severally,to do any and all things and execute and deliver any and
all documents, certificates and other instruments which they deem necessary or advisable
in order to carry out, give effect to and comply with the terms and intent of this
Resolution and the financing transaction approved hereby. Any actions heretofore taken
by such officers are hereby ratified and approved.
SECTION 4. The City Council expressly conditions its approval of this
Resolution on its understanding that the City shall have no obligation whatsoever to pay
any principal, interest, fees or any other costs associated with the Authority's issuance of
the Bonds for the financing of the Project. This Resolution is not intended to nor shall it
constitute an approval by the City Council of the Project for any other purposes except as
set forth in Section 2, including, but not limited to, compliance with the California
Environmental Quality Act(California Public Resources Code, Section 21100, et seq.).
The adoption of this Resolution shall not obligate the City or any department thereof to
•
(a)provide any financing with respect to the Project, (b) approve any application or
request for or take any other action in connection with any planning approval,permit or
other action necessary with respect to the Project, (c)make any,contribution or advance
any funds whatsoever to the Authority or the Borrower or(d)take any further action with
respect to the Authority or its membership therein.
SECTION 5. The form of PILOT presented at this meeting is hereby approved, and
the Mayor,the Mayor Pro Tern,the Acting City Manager and the Interim Chief Financial
Officer are each hereby authorized and directed,for and in the name and on behalf of the
City,to execute and deliver the PILOT in substantially said form,with such changes,
insertions and omissions therein as the Authorized Officer executing the same,Kutak Rock
LLP, as special counsel to the City, or the City Attorney may require or approve, such
approval to be conclusively evidenced by the execution and delivery thereof.
SECTION 6. This Resolution shall take effect from and after its passage and
approval.
3
25-15971/369113
RESOLUTION NO. 2025-05
PASSED AND ADOPTED by the City Council of the City of Huntington Beach
at a regular meeting thereof held on the 18 th day of Febra. 025.
Mayor
REVIEWED AND APPROVED: APPROVED AS TO FORM:
•
F-A
City Manager v City Attorney
INITIATED AND APPROVED:
Chief Financial Officer
•
25-15971/369113
Res. No. 2025-05
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, LISA LANE BARNES, 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 February 18, 2025 by the following vote:
AYES: Twining, Kennedy, McKeon, Burns, Van Der Mark, Strickland,
Williams
NOES: None
ABSENT: None
ABSTAIN: None
ArtV.fr
City Clerk and ex-officio Clerk of the
City Council of the City of
Huntington Beach, California
/
/,
//
RESOLUTION NO. 2025-05
/'
/
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT Rg.XTING TO
THE CALIFORNIA PUBLIC FINANCE AUTHORITY AND APPROVING THE
ISSUANCE BY THE CALIFORNIA PUBLIC FINANCE AUTHORI OF REVENUE
BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT O EXCEED
$325,000,000.00 TO BENEFIT MARISOL HB, LLC AND RTAIN OTHER
MATTERS RELATING THERETO
WHEREAS,pursuant to Chapter 5 of Division 7 o itle 1 of the Government
•
Code of the State of California(the "Act"), certain publi agencies (the"Members")have
entered into a Joint Exercise of Powers Agreement Re ting to the California Public
Finance Authority, dated as of May 12,2015 (the" eement") in order to form the
California Public Finance Authority (the"Autho ' "), for the purpose of promoting
economic, cultural and community developme , and in order to exercise any powers
common to the Members, including the is e of bonds,notes or other evidences of
indebtedness; and
WHEREAS, the City of Huntin on Beach, California (the "City") has determined
that it is in the public interest and for public benefit that the City become a Member of the
Authority in order to facilitate promotion of economic, cultural and community
development activities in the Ci , including the financing of projects therefor by the
Authority; and
WHEREAS,there is c ow before this City Council of the City (the"City
Council")the form of the • ti eement; and
WHEREAS,M . 'so1 HB,LLC (the`Borrower"),the sole member of which is
The Blrhm Family F. • •dation, an organization described in Section 501(c)(3) of the
Internal Revenue C•i e of 1986, as amended(the "Code"),has requested that the
California Public finance Authority (the "Authority")provide for the issuance of qualified
501(c)(3)bonds defined in Section 145 of the Code, in one or more series,taxable or
tax-exempt, se or or suborrlinate,issued from time to time,including any bonds issued to
refund such b nds,in an amount not to exceed$325,000,000 (the"Bonds"),to (1) finance,
refinance o reimburse the costs of acquisition, construction, expansion, remodeling,
renovatio improvement,furnishing, and/or equipping of a rental senior living
comm ty senior living community to be owned and operated by the Borrower and to be
locate at 2120 Main Street, Huntington Beach, CA, 92648; (2)pay capitalized interest
on thlBonds; (3) fund one or more debt service reserves if deemed necessary; (4) fund
rel led working,capital costs; and(5) pay certain expenses incurred in connection with
issuance of the Bonds (collectively,the"Project"); and
WHEREAS,the Project is located within the City, and the Project will benefit the
/ City by providing needed housing options (and related support services)for seniors and
by promoting the health, safety and general welfare of its residents; and
RESOLUTION NO. 2025-05
•
WHEREAS,pursuant to Section 147(f) of the Code,the issuance of the Bonds by f'
the Authority must be approved by the City because the Project is located within the
territorial limits of the City; and f`
WHEREAS,the City Council is the elected legislative body of the City and is`the
applicable elected representative under Section 147(f) of the Code; and
WHEREAS,pursuant to Section 147(f) of the Code,the City CounciLhas,
following notice duly given,held a public hearing regarding the issuance of the Bonds,
and now desires to approve the issuance of the Bonds by the Authority;,and
WHEREAS, the City Council understands that the Borrower intends to apply for
an exemption from property taxes under California Revenue &"Taxation Code Section
214 and, if available, from other taxes; and '
WHEREAS, in the event that the Borrower is granted such exemptions in whole
or part, the Borrower agrees to make payments to th ity in lieu of property and other
taxes in an amount equal to the property and other talc revenues that the City would have
received had such exemptions not been granted; l
WHEREAS, in order to memonah7e 'e Borrower's agreement as set forth in the
previous recital, the Borrower and the City esire to enter into a Payment in Lieu of Tax
Agreement(the"PILOT"); and
WHEREAS,the City Counc' derstands that its actions in holding this public
hearing and in approving this Reso'u.tion do not obligate the City in any manner for
• payment of the principal, interes fees or any other costs associated with the issuance of
the Bonds, and said City Coun expressly conditions its approval of this Resolution on
that understanding.
• NOW, THEREF ,the City Council of the City of Huntington Beach does
hereby resolve as folio s:
SECTION . The City Council hereby approves the Agreement, and the Mayor
or the designee •-reof is hereby authorized and directed to execute said document, and
the City Clerk , such Clerk's designee is hereby authorized and directed to attest thereto.
SE* ON 2. The City Council hereby approves the issuance of the Bonds by the
Authority 'or the purposes of financing the Project. It is the purpose and intent of the
City C. •cil that this Resolution constitute approval of the issuance of the Bonds by the
Auth. 'ty for the purpose of(a) Section 147(f) of the Code by the applicable elected
rep -sentative of the governmental unit having jurisdiction over the area in which the
P eject is located and(b) Section 12 of the Agreement.
SECTION 3. The officers of the City Council are hereby authorized and
directed,jointly and severally,to do any and all things and execute and deliver any and
all documents, certificates and other instruments which they deem necessary or advisable
in order to carry out, give effect to and comply with the terms and-intent of this
2
24-15716/363851
RESOLUTION NO. 2025-05
Resolution and the financing transaction approved hereby. Any actions heretofore taken
by such officers are hereby ratified and approved.
f
SECTION 4. The City Council expressly conditions its approval of this
Resolution on its understanding that the City shall have no obligation whatsoever to pay
any principal, interest,fees or any other costs associated with the Authority's issuance of
the Bonds for the financing of the Project. This Resolution is not intended to nor shall it
constitute an approval by the City Council of the Project for any other purposes except as
set forth in Section 2,including,but not limited to, compliance with the California
Environmental Quality Act(California Public Resources Code, Section 2110.0, et seq.).
. The adoption of this Resolution shall not obligate the City or any department thereof to
(a)provide any financing with respect to the Project,.(b) apprq�e any application or
•
request for or take any other action in connection with any planning-approval,permit or
other action necessary with respect to.the Project, (c)make any contribution or advance any
funds whatsoever to the Authority or the Borrower or(d)take a iy further action with
respect to the Authority or its membership therein.
SECTION 5. The form of PILOT presented at/this meeting is hereby approved,and
the Mayor,the Mayor Pro Tern,the Acting City Manager and the Interim Chief Financial
Officer are each hereby authorized and directed,for,and in the name and on behalf of the
City,to execute and deliver the PILOT in substan*lly said form, with such changes,
insertions and omissions therein as the Authoriz6d Officer executing the same,Kutak Rock
LLP, as special counsel to the City, or the Ci Attorney may require or approve, such
approval to be conclusively evidenced by execution and delivery thereof.
SECTION 6. This Resolutio• hall take effect from and after its passage and
1 approval.
PASSED AND ADOP D by the City Council of the City of Huntington Beach
at a regular meeting thereof • -Id on the 4th day of February, 2025.
• Mayor
REVIEWED APPROVED: • APPROVED AS TO FORM:
c..,_• e°
Ci Manager City Attorney vP4-��.
INITIATED AND APPROVED:
•
•
Chief Financial Officer
3
24-15716/363851
JOINT EXERCISE OF POWERS AGREEMENT
RELATING TO THE CALIFORNIA PUBLIC FINANCE AUTHORITY
THIS AGREEMENT, dated as of May 12, 2015, among the parties executing this
Agreement (all such parties, except those which have withdrawn as provided herein, are referred
to as the "Members" and those parties initially executing this Agreement are referred to as the
"Charter Members"):
WITNESSETH
WHEREAS, pursuant to Title 1, Division 7, Chapter 5 of the California Government
Code (in effect as of the date hereof and as the same may from time to time be amended or
supplemented, the "Joint Exercise of Powers Act"), two or more public agencies may by
agreement jointly exercise any power common to the contracting parties; and
WHEREAS, each of the Members is a "public agency" as that term is defined in Section
6500 of the Joint Exercise of Powers Act; and
WHEREAS, each of the Members is empowered by law to promote economic, cultural
and community development, including, without limitation, the promotion of opportunities for
the creation or retention of employment, the stimulation of economic activity, the increase of the
tax base, and the promotion of opportunities for education, cultural improvement and public
health, safety and general welfare; and
WHEREAS, each of the Members may accomplish the purposes and objectives described
in the preceding preamble by various means; and
WHEREAS, each Member is also empowered by law to acquire, construct, improve,
operate and dispose of real property for a public purpose; and
WHEREAS, the Joint Exercise of Powers Act authorizes the Members to create a joint
exercise of powers entity with the authority to exercise any powers common to the Members, as
specified in this Agreement and to exercise the additional powers granted to it in the Joint
Exercise of Powers Act and any other applicable provisions of the laws of the State of California;
and
WHEREAS, a public entity established pursuant to the Joint Exercise of Powers Act is
empowered to issue or execute bonds, notes, commercial paper or any other evidences of
indebtedness, leases, installment sale or other financing agreements or certificates of
participation therein (herein "Bonds"), and to otherwise undertake financing programs under the
Joint Exercise of Powers Act or other applicable provisions of the laws of the State of California
to accomplish its public purposes; and
OHSUSA:7 6 1 1 03 270.3 PL 2015 42-42 [24113.doc] ntis County ga N O t t
WHEREAS, the Members have determined to specifically authorize a public entity
authorized pursuant to the Joint Exercise of Powers Act to issue Bonds pursuant to the Joint
Exercise of Powers Act or other applicable provisions of the laws of the State of California; and
WHEREAS, it is the desire of the Members to use a public entity established pursuant to
the Joint Exercise of Powers Act to undertake the financing and/or refinancing of projects of any
nature, including, but not limited to, capital or working capital projects, purchase or acquisition
of property, receivables, commodities, bonds, other revenue streams or assets of any kind,
liability or other insurance, or retirement programs, or facilitating Members use of existing or
new financial instruments and mechanisms; and
WHEREAS, by this Agreement, each Member desires to create and establish the
"California Public Finance Authority" for the purposes set forth herein and to exercise the
powers provided herein;
NOW, THEREFORE, the Members, for and in consideration of the mutual promises and
agreements herein contained,do agree as follows:
Section 1. Purpose.
This Agreement is made pursuant to the provisions of the Joint Exercise of Powers Act.
The purpose of this Agreement is to establish a public entity for the joint exercise of powers
common to the Members and for the exercise of additional powers given to a joint powers entity
under the Joint Powers Act or any other applicable law, including, but not limited to, the
issuance of Bonds for any purpose or activity permitted under the Joint Exercise of Powers Act
or any other law. Such purpose will be accomplished and said power exercised in the manner
hereinafter set forth.
Section 2. Term.
This Agreement shall become effective in accordance with Section 17 as of the date
hereof and shall continue in full force and effect until such time as it is terminated in writing by
that this Agreement the Members; provided, however, shall not terminate or be terminated
until all Bonds issued or caused to be issued by the Authority (defined below) shall no longer be
outstanding under the terms of the indenture, trust agreement, resolution or other instrument
pursuant to which such Bonds are issued. -
Section 3. Authority.
A. CREATION AND POWERS OF AUTHORITY.
Pursuant to the Joint Exercise of Powers Act, there is hereby created a public
entity to be known as the "California Public Finance Authority" (the "Authority"), and
said Authority shall be a public entity separate and apart from the Members. Its debts,
liabilities and obligations do not constitute debts, liabilities or obligations of any
Members.
OHSUSA:761103270.3 PL 2015-42-42 [24113.doc] 2
B. BOARD.
The Authority shall be administered by the Board of Directors (the `Board," or
the "Directors" and each a"Director") whose members shall be, at all times, members of
the Board of Supervisors (the "Board of Supervisors") of Kings County, California, with
each such Director serving in his or her individual capacity as Director of the Board. The
term of office as a member of the Board shall terminate when such member shall cease to
be a member of the Board of Supervisors and the successor to such member of the Board
of Supervisors shall become a member of the Board.
Notwithstanding the preceding paragraph, the Board may by resolution or
bylaws provide for changes in the qualifications, composition and number of Directors,
the appointment of Directors, successors, their respective terms of office and any other
provisions relating to the qualification and office of the Directors, including provision for s'
alternative Directors (in which case all references in this Agreement to any Director shall
be deemed to refer to and include the applicable alternate Director, if any,when so acting
in place of a regularly appointed Director).
The Board shall.be the administering agency of this Agreement and, as such,
shall be vested with the powers set forth herein, and shall administer this Agreement in
accordance with the purposes and functions provided herein.
Directors shall not receive any compensation for serving as such, but shall be .
entitled to reimbursement for any expenses actually incurred in connection with serving
as a Director, if the Board shall determine that such expenses shall be reimbursed and
there are unencumbered funds available for such purpose.
C. OFFICERS; DUTIES; OFFICIAL BONDS.
The officers of the Authority shall be the Chair, Vice-Chair, Secretary and
Treasurer (defined below). The Board, in its capacity as administering agent of this
Agreement, shall elect a Chair, a Vice-Chair, and a Secretary of the Authority from
among Directors to serve until such officer is re-elected or a successor to such office is
elected by the Board. The Board shall appoint one or more of its officers or employees to
serve as treasurer, auditor, and controller of the Authority (the "Treasurer") pursuant to
Section 6505.6 of the Joint Exercise of Powers Act to serve until such officer is re-elected
or a successor to such office is elected by the Board.
Subject to the applicable provisions of any resolution, indenture, trust agreement
or other instrument or proceeding authorizing or securing.Bonds (each such resolution,
indenture, trust agreement, instrument and proceeding being herein referred to as an
"Indenture") providing for a trustee or other fiscal agent, and except as may otherwise be
specified by resolution of the Board, the Treasurer is designated as the depositary of the
Authority to have custody of all money of the Authority, from whatever source derived
and shall have the powers, duties and responsibilities specified in Sections 6505, 6505.5
and 6509.5 of the Joint Exercise of Powers Act.
OHSUSA:76 1 1 03 270.3 PL 2015-42-42 [24113.doc] 3
The Treasurer of the Authority is designated as the public officer or person who
has charge of, handles, or has access to any property of the Authority, and such officer
shall file an official bond with the Secretary of the Authority in the amount specified by
resolution of the Board but in no event less than$1,000.
The Board shall have the power to appoint such other officers and employees as it
may deem necessary and to retain independent counsel, consultants and accountants.
The Board shall have the power,by resolution,to the extent permitted by the Joint
Exercise of Power Act or any other applicable law, to delegate any of its functions to one
or more of the Directors or officers, employees or agents of the Authority and to cause
any of said Directors, officers, employees or agents to take any actions and execute any
documents or instruments for and in the name and on behalf of the Board or the
Authority.
D. MEETINGS OF THE BOARD.
(1) Ralph M. Brown Act.
All meetings of the Board, including, without limitation, regular,
adjourned regular, special, and adjourned special meetings shall be called,
noticed, held and conducted in accordance with the provisions of the
Ralph M. Brown Act (commencing with Section 54950 of the
Government Code of the State of California), or any successor legislation
hereinafter enacted(the"Brown Act").
•
(2) Regular Meetings.
The Board shall provide for its regular meetings; provided,
however, it shall hold at least one regular meeting each year. The date,
hour and place of the holding of the regular meetings shall be fixed by
resolution of the Board. To the extent permitted by the Brown Act, such
meetings may be held by telephone conference.
(3) Special Meetings.,
Special meetings of the Board may be called in accordance with
the provisions of Section 54956 of the Government Code of the State of
California. To the extent permitted by the Brown Act, such meetings may
be held by telephone conference.
(4) Minutes.
The Secretary of the Authority shall cause to be kept minutes of
the regular, adjourned regular, special, and adjourned special.meetings of
the Board and shall, as soon as possible after each meeting, cause a copy
of the minutes to be forwarded to each Director.
OHSUSA:761103270.3 PL2015-42-42 [24113.doc] 4
(5) Quorum.
A majority of the Board shall constitute a quorum for the
transaction of business. No action may be taken by the Board except upon
the affirmative vote of a majority of the Directors present at the meeting,
except that less than a quorum may adjourn a meeting to another time and
place.
E. RULES AND REGULATIONS.
The Authority may adopt, from time to time, by resolution of the Board such
bylaws, policies or rules and regulations for the conduct of its meetings and affairs as
may be required.
Section 4. Powers.
The Authority shall have the power, in its own name, to exercise the common powers of
the Members and to exercise all additional powers given to a joint powers entity under any of the
laws of the State of California, including,but not limited to,the Joint Exercise of Powers Act,for
any purpose authorized under this Agreement. Such powers shall include the common powers
specified in this Agreement and may be exercised in the manner and according to the method
provided in this Agreement. The Authority is hereby authorized to do all acts necessary for the
exercise of such power, including, but not limited to, any of all of the following: to make and
enter into contracts; to employ agents and employees; to acquire, construct, improve, own,
maintain and operate, or provide for maintenance and operation, and sell, lease, pledge, assign,
mortgage or otherwise dispose, of any property, improvements, commodities, leases, contracts,
receivables, bonds or other revenue streams or assets of any kind; to exercise the power of
condemnation; to incur debts, liabilities or obligations; to receive gifts, contributions and
donations of property, funds, services, and other forms of assistance from person, firms,
corporations and any governmental entity; to sue and be sued in its own name; to.establish and
collect fees; to form public benefit nonprofit corporations or other affiliate entities to accomplish
any of its purposes;to make grants, loans or provide other financial assistance to governmental,
nonprofit and for profit organizations to accomplish any of its purposes; and generally to do any
and all things necessary or convenient to accomplish its purposes. The boundaries of the
Authority shall encompass the boundaries of all the Members and the powers of the Authority
may be exercised anywhere within those boundaries or to the extent permitted by the laws of the
State of California, including, but not limited to the Joint Exercise of Powers Act, outside of
those boundaries, which may be outside of the State of California, provided that the power of
condemnation may only be exercised within the jurisdictional boundaries of the Charter
Members.
Without limiting the generality of the foregoing, the Authority may issue or cause to be
issued Bonds, and pledge any property, contracts or revenues as security to the extent permitted
under the Joint Exercise of Powers Act, or any other applicable provision of law.
OHSUSA:761103270.3 PL 2015-42-42 [24113.doc] 5
The manner in which the Authority shall exercise its powers and perform its duties is and
shall be subject to the restrictions upon the manner in which a California county could exercise
such powers and perform such duties. The manner in which the Authority shall exercise its
powers and perform its duties shall not be subject to any restrictions applicable to the manner in
which any other public agency could exercise such powers or perform such duties, whether such
agency is a party to this Agreement or not.
Section 5. Fiscal Year.
For the purposes of this Agreement, the term "Fiscal Year" shall mean the fiscal year as
established from time to time by resolution of the Board,being, at the date of this Agreement,the
period from July 1 to and including the following June 30, except for the first Fiscal Year which
shall be the period from the date of this Agreement to June 30,2015.
Section 6. Disposition of Assets.
At the end of the term hereof or upon the earlier termination of this Agreement as set
forth in Section 2, after payment of all expenses and liabilities of the Authority, all property of
the Authority both real and personal shall automatically vest in the Members in the manner and
amount determined by the Board in its sole discretion and shall thereafter remain the sole
property of the Members; provided, however, that any surplus money on hand shall be returned
in proportion to the contributions made by the Members.
Section 7. Bonds.
From time to time the Authority shall issue Bonds, in one or more series, for the purpose
of exercising its powers and raising the funds necessary to carry out its purposes under this
Agreement.
The services of bond counsel, financing consultants and other consultants and advisors
working on the projects and/or their financing or refinancing or on post-issuance compliance or
administration may be used by the Authority. The expenses of the Board shall be paid from the
proceeds of the Bonds, payments made by Bond obligors or other third parties, or any other
unencumbered funds of the Authority available for such purpose.
Section 8. Bonds Only Limited and Special Obligations of Authority.
The Bonds, together with the interest and premium, if any, thereon, shall not be deemed
to constitute a debt of any Member or pledge of the faith and credit of the Members or the
Authority. The Bonds shall be only special obligations of the Authority, and the Authority shall
under no circumstances be obligated to pay the Bonds except from revenues and other funds
pledged therefor. Neither the Members nor the Authority shall be obligated to pay the principal
of, premium, if any, or interest on the Bonds, or other costs incidental thereto, except the
Authority from the revenues and funds pledged and available therefor, and neither the faith and
credit nor the taxing power of the Members nor the faith and credit of the Authority shall be
pledged to the payment of the principal of,premium, if any, or interest on the Bonds nor shall the
OHSUSA:761103270.3 PL 2015-42-42 [241 13.doc] 6
Members or the Authority in any manner be obligated to make any appropriation for such
payment.
No covenant or agreement contained in any Bond or related document shall be deemed to
be a covenant or agreement of any Director, or any officer, employee or agent of the Authority in
his or her individual capacity, and neither the Board of the Authority nor any Director or officer
thereof executing the Bonds shall be liable personally on any Bond or be subject to any personal
liability or accountability by reason of the issuance of any Bonds.
Section 9. Accounts and Reports.
All funds of the Authority shall be strictly accounted for. The Authority shall establish
and maintain such funds and accounts as may be required by good accounting practice and by
any provision of any Indenture (to the extent such duties are not assigned to a trustee of Bonds).
The books and records of the Authority shall be open to inspection at all reasonable times by
each Member.
The Treasurer of the Authority shall cause an independent audit to be made of the books
of accounts and financial records of the Authority by a certified public accountant or public
accountant in compliance with the provisions of Section 6505 of the Joint Exercise of Powers
Act. In each case the minimum requirements of the audit shall be those prescribed by the State
Controller for special districts under Section 26909 of the Government Code of the State of
California and shall conform to generally accepted auditing standards. When such an audit of
accounts and records is made by a certified public accountant or public accountant, a report
thereof shall be filed as a public record with each Member and also with the county auditor of
each county in which a Member is located; provided, however, that to the extent permitted by
law, the Authority may, instead of filing such report with each Member and such county auditor,
elect to post such report as a public record electronically on a website designated by the
Authority. Such report if made shall be filed within 12 months of the end of the Fiscal Year or
Years under examination.
The Treasurer is hereby directed to report in writing on the first day of July, October,
January, and April of each year to the Board and the Members which report shall describe the
amount of money held by the Treasurer for the Authority, the amount of receipts since the last
such report, and the amount paid out since the last such report(which may exclude amounts held
by a trustee or other fiduciary in connection with any Bonds to the extent that such trustee or
other fiduciary provided regular reports covering such amounts.)
Any costs of the audit, including contracts with, or employment of, certified public
accountants or public accountants in making an audit pursuant to this Section, shall be borne by
the Authority and shall be a charge against any unencumbered funds of the Authority available
for that purpose.
In any Fiscal Year the Board may, by resolution adopted by unanimous vote, replace the
annual special audit with an audit covering a two-year period.
OHSUSA:76 1 1 03 27 0.3 PL 2015-42-42 [24113.doc] 7
Section 10. Funds.
Subject to the applicable provisions of any Indenture, which may provide for a trustee or
other fiduciary to receive, have custody of and disburse Authority funds, the Treasurer of the
Authority shall receive, have the custody of and disburse Authority funds pursuant to the
accounting procedures developed under Sections 3.0 and 9, and shall make the disbursements
required by this Agreement or otherwise necessary to carry out any of the provisions of purposes
of this Agreement.
Section 11. Notices.
Notices and other communications hereunder to the Members shall be sufficient if
delivered to the clerk of the governing body of each Member; provided that, to the extent
permitted by law, the Authority may provide notices and other communications and postings
electronically(including,without limitation,through email or by posting to a website).
Section 12. Additional Members/Withdrawal of Members.
Qualifying public agencies may be added as parties to this Agreement and become
Charter Members upon: (1) the filing by such public agency with the Authority of an executed
counterpart of this Agreement, together with a copy of the resolution of the governing body of
such public agency approving this Agreement and the execution and delivery hereof; and (2)
adoption of a resolution of the Board approving the addition of such public agency as a Charter
Member. Upon satisfaction of such conditions,the Board shall file such executed counterpart of
this Agreement as an amendment hereto, effective upon such filing.
Qualifying public agencies may also be added as Non-Charter Members ("Additional
Members") of the Authority upon: (1) the filing by such public agency with the Authority of a
resolution of the governing body of such public agency requesting to be added as an Additional
Member of the Authority, and (2) adoption of a resolution of the Board approving the addition of
such public agency as an Additional Member. An Additional Member may limit in the
aforementioned resolution the scope of its Additional Membership to what is necessary or
appropriate to facilitate the financing or refinancing of one or more specified projects or
programs.
A Member may withdraw from this Agreement upon written notice to the Board;
provided, however, that at least one Member shall be a Charter Member and no such withdrawal
shall result in the dissolution of the Authority so long as any Bonds remain outstanding. Any
such withdrawal shall be effective only upon receipt of the notice of withdrawal by the Board,
which shall acknowledge receipt of such notice of withdrawal in writing and shall file such
notice as an amendment to this Agreement effective upon such filing.
Section 13. Indemnification.
To the full extent permitted by law, the Board may authorize indemnification by the
Authority of any person who is or was a Director or an officer, employee or other agent of the
Authority, and who was or is a party or is threatened to be made a party to a proceeding by
OHSUSA:761103270.3 PL 2015-42-42 [24113,doc] 8
reason of the fact that such person is or was such a Director or an officer, employee or other
agent of the Authority, against expenses, including attorneys fees,judgments, fines, settlements
and other amounts actually and reasonably incurred in connection with such proceeding, if such
person acted in good faith in a manner such person reasonably believed to be in the best interests
of the Authority and, in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful and, in the case of an action by or in the right of the
Authority, acted with such care, including reasonable inquiry, as an ordinarily prudent person in
a like position would use under similar circumstances. The Board may purchase a policy or •
policies of insurance in furtherance of any indemnification obligation created or otherwise in
protection of Directors, officers, employees or other agents.
Section 14. Contributions and Advances.
Contributions or advances of public funds and of the use of personnel, equipment or
property may be made to the Authority by the Members for any of the purposes of this
Agreement. Payment of public funds may be made to defray the cost of any such contribution or
advance. Any such advance may be made subject to repayment, and in such case shall be repaid,
in the manner agreed upon by the Authority and the Member making such advance at the time of
such advance. It is mutually understood and agreed to that no Member has any obligation to
make advances or contributions to the Authority to provide for the costs and expenses of
administration of the Authority, even though any Member may do so. The Members understand
and agree that a portion of the funds of the Authority that otherwise may be allocated or
distributed to the Members may instead be used to make grants, loans or provide other financial
assistance to governmental units and to nonprofit organizations to accomplish any of the
governmental unit's or nonprofit organization's purposes.
Section 15. Immunities.
All of the privileges and immunities from liabilities, exemptions from laws, ordinances
and rules, and other benefits which apply to the activity of officers, agents or employees of
Members when performing their respective functions within the territorial limits of their
respective public agencies, shall apply to the same degree and extent to the Directors, officers,
employees, agents or other representatives of the Authority while engaged in the performance of
any of their functions or duties under the provisions of this Agreement.
Section 16. Amendments.
Except as provided in Sections 3B and 12 above, this Agreement shall not be amended,
modified, or altered, unless the written consent of each of the Charter Members is obtained;
provided that no amendment shall materially adversely affect the interests of any Additional
Member unless the negative consent of that Additional Member is also obtained. To obtain the
negative consent of each such Additional Member, the following negative consent procedure
shall be followed: (a)the Authority shall provide each such Additional Member with a notice at
least sixty (60) days prior to the date such proposed amendment is to become effective
explaining the nature of such proposed amendment and this negative consent procedure; (b)the
Authority shall provide each such Additional Member who did not respond a reminder notice
with a notice at least thirty (30) days prior to the date such proposed amendment is to become
OHSUSA:761103270.3 PL 2015-42-42 [24113.doc] 9
effective; and (c) if no such Additional Member objects to the proposed amendment in writing
within sixty (60) days after the initial notice, the proposed amendment shall become effective
with respect to all Members.
Section 17. Effectiveness.
This Agreement shall become effective and be in full force and effect and a legal, valid
and binding obligation of each of the Members on the date that the Board shall have received
from two of the Charter Members an executed counterpart of this Agreement, together with a
certified copy of a resolution of the governing body of each such Charter Member approving this
Agreement and the execution and delivery hereof.
Section 18. Partial Invalidity.
If any one or more of the terms, provisions, promises, covenants or conditions of this
Agreement shall to any extent be adjudged invalid, unenforceable, void or voidable for any
reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms,
provisions, promises, covenants and conditions of this Agreement shall not be affected thereby,
and shall be valid and enforceable to the fullest extent permitted by law.
Section 19. Successors.
This Agreement shall be binding upon and shall inure to the benefit of the successors of
the parties hereto. Except to the extent expressly provided herein, no Member may assign any
right or obligation hereunder without the consent of the other Members.
Section 20. Miscellaneous.
This Agreement may be executed in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.
The section headings herein are for convenience only and are not to be construed as
modifying or governing the language in the section referred to.
Wherever in this Agreement any consent or approval is required, the same shall not be
unreasonably withheld.
This Agreement shall be governed under the laws of the State of California.
This Agreement is the complete and exclusive statement of the agreement among the
Members, which supercedes and merges all prior proposals, understandings, and other
agreements, whether oral, written, or implied in conduct, between and among the Members
relating to the subject matter of this Agreement.
OHSUSA:761103270.3 PL 2015-42-42 [24113.doc] 10
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their duly authorized representatives as of the day and year first above written.
Charter Member:
COUNTY OF KINGS
By j?/ J
Richard Xundes, Chairman
Kings County Board of Supervisors
ATTEST:
By _eichgal_hi_ .
Catherine Venturella
Clerk of the Board
Charter Member:
HOUSING AUTHORITY OF THE
COUNTY OF KINGS
By ,` .e %;,,,...€,7
Richard Fa des, Chairman
A P ST:
: .$43 :/).7.- --------
4p
nnifer Molina
lerk of the Housing Authority Board
OHSUSA:76 1 1 03270.3 PL 2015-42-42 [24113.doc] 11
IN WITNESS WHEREOF,the Additional Members hereto have caused this Agreement
to be executed and attested byy�their proper officers thereunto duly authorized.
Dated: Yl44 2d 2
Additional Member Name:
By:
Its:
A FIST:
APPROVED AS TO FORM
•
By: �
y: ,L MICHAEL E. GATES
Its: CITY ATTORNEY
CITY OF HUNTINGTON BEACH
[Signature Page to Joint Exercise of Powers Agreement Relating to the California Public Finance Authority]
gaGg , cro: CITY OF
-`_ HUNTINGTON BEACH
>7;,'..-r.>
coiiim cr)' Lisa Lane Barnes I City Clerk
February 26, 2025
California Public Finance Authority
Attn: Scott Carper, Program Administrator
800 S. Broadway, Suite 470
Walnut Creek, CA 94596
Dear Mr. Carper:
Attached for your records is a fully executed certified copy of the Joint Exercise of Powers
Agreement Relating to the California Public Finance Authority, approved by the Huntington
Beach City Council on February 18, 2025.
Sincerely,1 /14;1101/7t6
rn�e�
Lisa Lane Barnes
City Clerk
RE:ds
Enclosure
Office: (714)536—5405 I 2000 Main Street, Huntington Beach,CA 92648 I www.huntingtonbeachca.gov
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49
410
• Marisol HB, LLC is seeking financing for a senior living community in
Huntington Beach, known as "The Marisol."
• A public City Council study session was held on this item on January 21 ,
2025.
• A public hearing was held on February 4, 2025, and continued to February
18, 2025.
• The resolution will provide for the approval of:
• The Joint Exercise of Powers Agreement Relating to the California
Public Finance Authority adding the City of Huntington Beach as an
`Additional Member' of the Authority;
• Approving the Issuance by the California Public Finance Authority of
Revenue Bonds to Benefit Marisol HB,LLC; and
• The Payment in Lieu of Tax Agreement (PILOT) of city related property
taxes.
2
411
• The Joint Exercise of Powers Agreement Relating to the California Public
Finance Authority will be adding the City of Huntington Beach as an
`Additional Member' of the Authority and limiting the scope of the CalPFA
agreement to what is necessary or appropriate to facilitate the financing of
the Marisol HB LLC located in Huntington Beach;
• The Resolution, will provide authorization to the CaIPFA to issue tax
exempt obligations on behalf of the Applicant in an amount not to exceed
$325,000,000. The city is not a party to these bonds.
• The Applicant has offered to enter into a Payment in Lieu of Tax
Agreement (PILOT) to formalize this arrangement. The PILOT agreement
has been reviewed by the City Attorney and Kutak Rock, LLP, as special
counsel to the City, and contains no City obligations.
3
412
Recommended Action
• Continue the Public TEFRA Hearing from February 4, 2025 and close the
Public TEFRA Hearing.
• Adopt Resolution 2025-05 — A Resolution Of The City Council Of The City
Of Huntington Beach Approving, Authorizing And Directing Execution Of A
Joint. Exercise Of Powers Agreement Relating To The California Public
Finance Authority And Approving The Issuance By The California Public
Finance Authority Of Revenue Bonds In An Aggregate Principal Amount
Not To Exceed $325,000,000 To Benefit Marisol Hb, LIc And Certain Other
Matters Relating Thereto.
4
413
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From: Pat Goodman
To: CITY COUNCIL(INCL.CM()STAFF);Suonlementalcommcalsurkity-hb.orq
Subject Question about Agenda Item#19
Date: Saturday,February 15,2025 6:50:30 PM
RE: approving, authorizing, and directing execution of a Joint Exercise of
Powers Agreement relating to the California Public Finance Authority and
approving the Issuance by the California Public Finance Authority of Revenue
Bonds in an amount not to exceed $325,000,000 for Marisol HB, LLC, with
no City obligations, as well as a Payment in Lieu of Taxes Agreement.
Could you explain why the NTE limit on the Revenue Bonds for the Marisol
HB, LLC project are so high? Thank you.
Pat Goodman
•
•
•SUPPLEMENTAL
COMMUNICATION
Meeting Data: 2/18/2025
Agenda"item=No:,, 19 (25-088)
Huntington Beach City Council Meeting comments on Agenda for 2/18/2025
•
Mayor and City Councilmembers:
APPROVE:
Item 19—We recommend you approve of the City of HB proceeding with the Staff recommendation on
Actions A and B,though we're puzzled that this represents accepting funding from CalPFA,a political
subdivision of the State of California,via bonds,to subsidize HD housing,albeit for Seniors.Wondering
how the CC(specifically McKeon)rationalizes that with HB suing the State over mandating precisely
what this seems to be.
Item 22—'Selection and Use of Library Materials'-We recommend you approve of the City of HB
proceeding with the Staff recommendation on Actions A and B,or C.We don't approve of proceeding
with Part D,as that would cost the City too much to pay for a Special Election when it could be held at
a fraction of the cost in the scheduled 2026 General Election.
Item 23—'Public Operation of Library Services'-We recommend you approve of the City of HB
proceeding with the Staff recommendation on Actions A and B,or C.We don't approve of proceeding
with Part D,as that would cost the City too much to pay for a Special Election when it could be held at
a fraction of the cost in the scheduled 2026 General Election.
DENY:
Item 20—Deny or postpone the approval of the'Design of the Plaque Celebrating the Huntington
Beach Public Library's 50th Anniversary as Recommended by the Community&Library Services
Commission'. Under no circumstances should the design of this plaque reflect the letters MAGA in any
configuration or composition that groups the letters together,or are emphasized in any other way.It is
very clearly a biased political acronym that is universally recognized throughout the USA. It does not
belong on this,or any other plaque,placed at any property considered to be Public or City property.
Item 24—Deny or postpone the execution of a License Agreement Between the City of Huntington
Beach and Flowers of the Sky Entertainment,LLC,for the management and operation of Symphony of
Flowers at Huntington Central Park East,as well as the Addendum to the Anal Master Environmental
Impact Report(FMEIR)for Master Plan of Recreation Uses for Central Park,City of Huntington Beach,
California,until one or more public forums can be scheduled by the City Council,Symphony of Flowers
'authorized'representatives and other City Officials to garner wider public comments and questions.
At this juncture in time,there are still far too many questions and issues needing better definition and
explanation to enter into any legal Agreement between parties.As the tentative date proposed to
commence the opening of the shows isn't until September of 2025,we have adequate time to allow
for one or more public forums to occur to more thoroughly address residents'concerns.
Sincerely,.-
Larry and Susan Slonim
(714)357-9600
Huntington Beach City Council Meeting comments on Agenda for 2/18/2025
Mayor and City Councilmembers:
APPROVE:
Item 19—We recommend you approve of the City of HB proceeding with the Staff recommendation on
Actions A and B,though we're puzzled that this represents accepting funding from CalPFA,a political
subdivision of the State of California,via bonds,to subsidize HD housing,albeit for Seniors.Wondering
how the CC(specifically McKeon) rationalizes that with HB suing the State over mandating precisely
what this seems to be.
Item 22—'Selection and Use of Library Materials'-We recommend you approve of the City of HB
proceeding with the Staff recommendation on Actions A and B,or C.We don't approve of proceeding
with Part D,as that would cost the City too much to pay for a Special Election when it could be held at
a fraction of the cost in the scheduled 2026 General Election.
Item 23—'Public Operation of Library Services'-We recommend you approve of the City of HB
proceeding with the Staff recommendation on Actions A and B,or C.We don't approve of proceeding
with Part D,as that would cost the City too much to pay for a Special Election when it could be held at
a fraction of the cost in the scheduled 2026 General Election.
DENY:
Item 20—Deny or postpone the approval of the'Design of the Plaque Celebrating the Huntington
Beach Public Library's 50th Anniversary as Recommended by the Community&Library Services
Commission'. Under no circumstances should the design of this plaque reflect the letters MAGA in any
configuration or composition that groups the letters together,or are emphasized in any other way. It is
very clearly a biased political acronym that is universally recognized throughout the USA. It does not
belong on this,or any other plaque,placed at any property considered to be Public or City property.
Item 24—Deny or postpone the execution of a License Agreement Between the City of Huntington
Beach and Flowers of the Sky Entertainment, LLC,for the management and operation of Symphony of
Flowers at Huntington Central Park East,as well as the Addendum to the Final Master Environmental
Impact Report(FMEIR)for Master Plan of Recreation Uses for Central Park,City of Huntington Beach,
California,until one or more public forums can be scheduled by the City Council,Symphony of Flowers
'authorized' representatives and other City Officials to garner wider public comments and questions.
At this juncture in time,there are still far too many questions and issues needing better definition and
explanation to enter into any legal Agreement between parties.As the tentative date proposed to
commence the opening of the shows isn't until September of 2025,we have adequate time to allow
for one or more public forums to occur to more thoroughly address residents'concerns.
Sincerely, •
Larry and Susan Slonim
(714)357-9600
Moore, Tania
From: K Carroll <kcrissie7@gmail.com>
Sent: Tuesday, February 18, 2025 10:47 AM
To: city.council@surfcity-hb.com; supplementalcomm@surfcity-hb.org
Subject: CC Mtg. Items 2/18/2025
Greetings Mayor Pat Burns, Pro Tern Casey McKeon, Council Women Gracey Van Der Mark, Councilmen
Don Kennedy, Butch Twining and Chad Williams. I would like to provide brief feedback on the following
Items and apologize for my tardiness. but,wanted to assure you that you do have a majority that
do support you.You should all have a plaque in your office or even just a sticky easily visible reflecting
your number of votes and the number of people who protest your decisions; many,who are repeaters or,
in some cases, self serving.
25-102 Approve the Design of a Plaque Celebrating the Huntington Beach Public Library's 50th
Anniversary as Recommended by the Community& Library Services Commission
Beautiful plaque and well worth the price.Thank you!
25-110 Recommendation to Approve and Adopt Resolution No. 2025-08 Appointing Chief Assistant
City Attorney Michael J.Vigliotta to the Position of City Attorney for the City of Huntington Beach
Great choice. Proven track record. Recommended by Gates who I know has high expectations. No BS or
personal agenda, dedicated to HB, matched expertise and you know what you are getting.
25-017 Approve and authorize the execution of a License Agreement between the City of
Huntington Beach and Flowers of the Sky Entertainment, LLC,for the management and operation of
the Symphony of Flowers at Huntington Central Park East located at 18381 Goldenwest Street.
Absolutely support.We do need to bring in revenue and I know some businesses'will benefit as well. It
will be the least disruptive. Only 2%of Central Park and I do not believe it will disrupt the wildlife. I was
sold on it bc of the Thursday and wknd days of operation and hours dusk to later in the evening. Most
adults that go to these events are not partiers and will be less disruptive to the environment. Much like
attendees of Cirque du Soleil which I have attended many. It had a very small footprint. The parking is
good and if there are any issues, I do believe that remedies can be implemented for example shuttle from
Goldenwest College. I do also like the 30 day cancellation; but, I am confident that it will work out and
any issues can be resolved.
t v'=0B8'=Continued from February 4, 2025 with Public Hearing open-Continue a Tax Equity and
Financial Responsibility Act public hearing and adopt Resolution No.2025-05 approving,
authorizing, and directing execution of a Joint Exercise of Powers Agreement relating to the
California Public Finance Authority and approving the Issuance by the California Public Finance
Authority of Revenue Bonds in an amount not to exceed$325,000,000 for Marisol HB, LLC,with no
City obligations, as well as a Payment in Lieu of Taxes Agreement
And, lastly, I do feel I may need some additional insight. I noted 'in lieu of property taxes'. Perhaps, bc it is
non profit?...Just on the surface, this seems similar to what happened with Elan. Maybe I missed
i
something. I do recall the rep said that they would be paying an increased interest rate; but,would like
more insight on this. If so, does that offset the property taxes and where would these funds go? If
someone could get back to me, I would appreciate that. No rush.
And finally, a huge thank you for all you have done. Congrats to Don, Butch and Chad.! I voted for all of
you including the other existing council. So, if you win, I also win ghYou have not heard from me bc„ I
have been supportive and appreciative of all you are doing. Ea SOThank you for that extra time too.
Respectfully,
Kris Carroll
•
_n
CONTINUANCE OF PUBLIC HEARINGrri
=�
STATE OF CALIFORNIA Qo
COUNTY OF ORANGE ) SS
CITY OF HUNTINGTON BEACH )
I, Lisa Lane Barnes, declare as follows: iv
-� n
That I am the City Clerk of the City of Huntington Beach; that at a gular
meeting of the City Council/Public Financing Authority of the City of Huntington
Beach held Tuesday, February 4, 2025, said public hearing was opened and
continued to a regular meeting on February 18, 2025 at 6:00pm to Conduct a
Tax Equity and Financial Responsibility Act Public Hearing and Consider
Adopting Resolution No. 2025-05 Approving, Authorizing, and Directing
Execution of a Joint Exercise of Powers Agreement Relating to the
California Public Finance Authority and Approving the Issuance by the
California Public Finance Authority of Revenue Bonds in an Amount Not to
Exceed $325,000,000 for Marisol HB, LLC, with No City Obligations, as well
as a Payment in Lieu of Taxes Agreement; and that on Wednesday,
February 5, 2025 at the hour of 6:00 p.m., a copy of said notice was posted at a
conspicuous place near the door at which the meeting was held.
I declare under penalty of perjury that the foregoing is true and correct.
Executed on Wednesday, February 5, 2025 at Huntington Beach,
California.
LISA LANE ARNES, CITY CLERK
by: Senior D uty City Clerk
Posted pursuant to Government CodedSszti ar,. Operjury,that I am employed
by the City of Huntington Beach,in the Office of the
g:\agendas\agmisc\Pubhear-Continued.doc
City lerk and that I posted this public notice on the
posting bui!eti board at the Civjo
Center on t -d!1 am/��m�
Date a'
Signature
Senior Deputy City Clerk
�`"--
�J,,11P1GTL, 2000 Main Street,
#ss�c',:1••;;r',xr•...�F� Huntington Beach,CA
92648
- =k City of Huntington Beach
--�- PUBLIC HEARING
OPENED AND CONTINUED
TO FEBRUARY 18, 2025
File#: 24-862 MEETING DATE: 2/4/2025
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Travis Hopkins, Acting City Manager
VIA: David Cain, Interim Chief Financial Officer
PREPARED BY: David Cain, Interim Chief Financial Officer
Subject:
Conduct a Tax Equity and Financial Responsibility Act public hearing and adopt Resolution
No. 2025-05 approving, authorizing, and directing execution of a Joint Exercise of Powers
Agreement relating to the California Public Finance Authority and approving the Issuance by
the California Public Finance Authority of Revenue Bonds in an amount not to exceed
$325,000,000 for Marisol HB, LLC, with no City obligations, as well as a Payment in Lieu of
Taxes Agreement
- Statement of Issue:
The City Council is asked to conduct a public hearing under the Tax Equity and Financial
Responsibility Act (TEFRA) and adopt a resolution approving the issuance of Revenue Bonds by the
California Public Finance Authority (CaIPFA) on behalf of Marisol HB, LLC (Applicant), the sole
member of which is The Bluhm Family Foundation, an organization described in Section 501(c)(3) of
the Internal Revenue Code of 1986, as amended (Code), in the aggregate principal amount not to
exceed $325,000,000, and approving the City becoming a member of CalPFA, a joint exercise of
powers authority.
The Applicant is seeking to obtain financing for the acquisition, construction, expansion, remodeling,
renovation, improvement, furnishing, and/or equipping of a rental senior living community to be
located in Huntington Beach. The tax-exempt obligations will be issued by CalPFA. As a jurisdiction
in which the facilities are located, the Council must hold,a public hearing under the provisions of the
TEFRA within the Code to receive any public testimony regarding the project in order for the
Revenue Bonds issued by CalPFA to be issued on a tax-exempt basis.
The City must also become a member of the CalPFA, a joint exercise of powers authority, so that the
CalPFA can issue bonds to finance a project located within the City. Becoming a member of the
CalPFA does not subject the City to any liability or obligations.
Should the City authorize the issuance of bonds, the City would have no obligation or liability
City of Huntington Beach Page 1 of 3 Printed on 1/29/2025
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338
File#: 24-862 MEETING DATE: 2/4/2025
associated with this facility or with these bonds. There is no revenue sharing or expenditure
obligation on behalf of the City, either directly or in its capacity a member of CaIPFA.
The facilitation of the public hearing under TEFRA requirements and the approval of the resolution
authorizing the issuance of the tax exempt obligations by CalPFA, on behalf of the Applicant, best
balances the Key Priority of Regional Leadership through Customer Satisfaction in that the City will
enable one of its customers to obtain more favorable debt financing to be used for facility financing.
Financial Impact:
The City has no obligation or liability associated with this facility or this financing.
Recommended Action: •
A) Conduct a public hearing under the requirements of TEFRA and the Internal Revenue Code in
consideration of the issuance of tax-exempt bonds by the California Public Finance Authority
(CalPFA) for the benefit of Marisol HB, LLC for the acquisition, construction, expansion, remodeling,
renovation, improvement, furnishing, and/or equipping of a rental senior living community facility
located generally at 2120 Main St., Huntington Beach, CA, 92648, to be known as The Marisol; and,
B) Adopt Resolution No. 2025-05, "A Resolution of the City Council of the City of Huntington Beach
Approving, Authorizing and Directing Execution of a Joint Exercise of Powers Agreement Relating to
the California Public Finance Authority and Approving the Issuance by the California Public Finance
Authority of Revenue Bonds in an Aggregate Principal Amount Not to Exceed $325,000,000 to
Benefit Marisol HB, LLC and Certain Other Matters Relating Thereto?
Alternative Action(s):
Do not approve the recommended action, and direct staff accordingly.
Analysis:
The City has received a request by the Applicant to hold a public hearing regarding a proposed
issuance of Revenue Bonds (Bonds) for the purpose of, among other things, the acquisition,
construction, expansion, remodeling, renovation, improvement, furnishing, and/or equipping of a
rental senior living community facility located generally at 2120 Main St., Huntington Beach, CA,
92648, to be known as The Marisol. Upon conclusion of the public hearing, the City is then
requested to authorize CalPFA to proceed with the issuance of the Bonds.
CaIPFA, a Joint Exercise of Powers Authority consisting of numerous California cities, counties, and
special districts, is authorized to assist in the financing and refinancing of senior living facilities when
it receives the appropriate certified resolutions from each jurisdiction in which the facilities are
located. To initiate such financing, the member participant of CalPFA in which the facilities are
located must (1) conduct a public hearing and (2) approve CalPFA issuance of.indebtedness.
Therefore, although CalPFA will be the issuer of the tax exempt obligations for the Applicant, the
financing cannot proceed without the City of Huntington Beach's approval and without the City
becoming a member participant of the CalPFA.
The Internal Revenue Code requires all local legislative bodies, (the City Council of the City of
City of Huntington Beach Page 2 of 3 Printed on 1/29/2025
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339 •
File#: 24-862 MEETING DATE: 2/4/2025
Huntington Beach is the legislative body (Council)), to hold this hearing in order for the bonds to be
issued on a tax-exempt basis. The attached resolution, if approved by the Council, will provide
authorization to the CalPFA to issue tax exempt obligations on behalf of the Applicant in an amount
not to exceed $325 million.
The first subject item calls for the Council to hold a "TEFRA" hearing. This acronym stands for the
Tax Equity and Fiscal Responsibility Act of 1982. This Act requires the local legislative body of the
local agency in which the project is located to notice and conduct a public hearing. The Council will
need to hold this hearing and call for any public testimony regarding the proposed project financing.
No written testimony as of this date has been received. Holding the public hearing and approving the
issuance of the bonds by CalPFA does not obligate the City, either financially or otherwise, with
respect to the repayment of the bonds or the completion of the Marisol project.
Staff also understands that the Applicant intends to apply for an exemption from property taxes under
California Revenue &Taxation Code Section 214 and, if available, from other taxes. In the event that
the Applicant is granted such exemptions in whole or part, the Applicant has agreed to make
payments to the City in lieu of property and other taxes in an amount equal to the property and other
tax revenues that the City would have received had such exemptions not been granted. In order to
memorialize.the Applicant's agreement as set forth in the previous sentence, the Applicant has
offered to enter into a Payment in Lieu of Tax Agreement (PILOT) with the City. The PILOT has been
reviewed by the City Attorney and Kutak Rock LLP, as special counsel to the City, and contains no
City obligations.
Environmental Status:
Not applicable
Strategic Plan Goal:
Goal 1 - Economic Development, Strategy A- Develop an updated economic development strategy .
to ensure business retention, local investments and job growth.
Attachment(s):
1. Notice of Public Hearing
2. Resolution No. 2025-05, "A Resolution of the City Council of the City of Huntington Beach
Approving, Authorizing and Directing Execution of a Joint Exercise of Powers Agreement
Relating to the California Public Finance Authority and Approving the Issuance by the
California Public Finance Authority of Revenue Bonds in an Aggregate Principal Amount Not to
Exceed $325,000,000 to Benefit Marisol HB, LLC and Certain Other Matters Relating Thereto"
3. Payment in Lieu of Tax Agreement (PILOT)
4. PowerPoint Presentation
City of Huntington Beach Page 3 of 3 Printed on 1/29/2025
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340
The Orange County Register
1920 Main St.,Suite 225
Irvine,Ca 92614
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M1mmNISL LLS obMdlmsor 1ilrwlIMe oM.prnf.wlnihe.mil
P refer To aapmr!a.peeam TRi on moor*the D�01 T1O1 R.1NKedo I:RemNil sArralOn.Moss MI 1 gym'oon m your Morro,
apmamnae may be In
d.mflmentwt The lOs. 11Oryoh.r hominy
IF YOU.OBJECT'to Ho granting df the pe l Oreed ....* -... IO IF MU'A A OIEOITOR.F 10Cr gent creditor
Val.shouted uppe d tie hoadng Amnd:IIme'Ya11F etihed.odeM,you mud the your doles wattle
poMMemCcttlam ar flls wrlryrym.nl�alom nth Too�aurt COba Ipry '0! lnPMET°Pa TO coon and moyllOopvm nuf^a m o'rsPresemative
hebn.fie h.wring+1buF rmhe.nlpY.Pe M TH 9E R1 0.CIVIC CENTER. Me B.CRAM/R AVENUE. mansnlblrolhoin N�ie�f offflllahorlbu� either
off Mere
p t1 'r Memnon. aRANOE.'CA1dBM
glom
ACREDRON or d mnit..wnt creator general-=rant l.pmmmelber m deOnetl In
Oaths dMTdent.You moor inevourIblm Mn l'a motion 311b)al-tn.Caltarae Prate.Cad..or
murt0m IIT'laCmAobehersamImfrcenizr f� I Gem: S3e7LTAlljimi.'n U ri001.0 ale lOIl bv0ulafanMe deer Mt Pict rPoaDreil
Imes ev'Emourt Ville too Oder et.11h.rmMD
10.0107efr0mnedosmontlmWnceol- ten CPIIOtmo entaCale'
- te aserest Mt-tonal nwrmdonned O E'TRUSTEE WILL SELL AT PUBLICAL7e Taal TOHIDNEEM lobo.C.elt.esesefora M'lewI.NAMte my seed.
Min SIM/re Ile.. Mond°PRIM,Coed..or'TEA ETAT TASN,WNIER'S CHEEK"DMMWN.ON AATATE OR me noire meMrncllsom eerte oewn.w.ba
O)W Eon lraM.tho date 0 m„pi,.yr peso I NATIONAL BANK.A CHECK DRAWN'BY A STATES OR FEIC-AAL 0-ni mwhe.d I 1.CMrmeoN
dellvemrm ouerarmtlee undorseelm MEM the C INGSO1,EiraNA9SOC1A Iist„,n OAYVJNaTOSA{tIATON ORL -,'rerm�tarerfillte t..11Yau max
Ce1OC Ptabple Cede f 1 Imew.Ied Intl:.lmA you form fib M
CO wry.,ssrl.lY.gel Yes eeoRRT.eRMI WOGS T EZED TO N SF.tMES 5N Drum
THE FINANCIAL .Wino-elan
a el an I o story pled op(men Dsolet1
t.me.MrfidM.awlm eePwMNrmrmwm fi'CODfi AND AUTHORIZED TO DOB iNE5A 1N THISSTATE: alTM flOnbcol on Inventory oho 11000i mfaleslale
. .. .flnmy bosrewMo o WIMP.'Om assets wig al any petlfian or account as provided
Yw 1. a,aros mfrbV'lyD..sl.IfyngP.ea All nem..tMe:miiMist.1 amend toOhd mr hold by Ito amiss Into m'prow,.,,,..Morn 1S55iA bwl,.."Any
.egeonntInterested In the Ma1A Y thte rem==..r dealbed.0199Y gram and wnml m a;Goad al T.°Neon fora b evoibd,/nmTMaurt Mort
asAttorneyair Renee.
sets lug 0 pejH account' 0?0=onwided RMO�ls lftoNWd�O1OdONid OwdbfTnel• Romaano VVinten R±aAArtbor Blvd.Sidle 200 N7Mmd
RenemmIn l 1,,,,,.4nwlrte,,lllmeOMwee �Ir eo,,,,ewes,ler�sN Sheet AddreNter oreornmandmenoNOl'of lPrewar: prOrei/i B•Llrtl/1S •
BNETT]W0tlMar'IY7S MIEN7DA DE•LL�t PACIFICTBRRACELIMVE. ISSION VIEEJO:CA IBM . y,
' CANpLrDe.ImAJAfUrI teI a Bleo1JU.UNAHI LIZ,LAYrb3 A.P.I4: NuAfiae BREWEO!I�It°'A
1Yrlrr(.IfiL n1 The underdone Trustee dlscla0m ooq,y.Irbnity foram'y Uap�nMms of: BrMq.M INVieNde
OesbeeladenMoro7mrmmmondelbwn0n itamr:samm above Hale H hereby..givees that S.Dife.P00 SI�
NM0M Pomc3r. The ale MOM OM wlihen,Lm.erm..df or warmly, SROM M _-L'O01 will m1f gem=IM
N otice leitmotiv alvon._ „Mo•w marmot r al Me sl.eaee.unlls lister below oa public auction.
GE of
. . ucled.end.
C0EAen C1I. w11 SLATER
Zawr e11Mtie/9 N amm RN De Iho trusts ed moar'rfb0d prenravrl Wa'not Nes.Manes Cad emema'od -a'i+under ee t11107ust,the lad argued el 7r1m71 wmne 70)..uo ode Will
oon daCceeeParana
.
NTMeoall0Begi WU 1 albR on the•coilenls ri oftwrlolhs to b ldonIGooldm e' rifn. t.... ..... ecurwd.bvas d forma filthtllebe 'II�M tlwwlenon as enriioW rmm�eae�I(Nbena./112 At 1hs'
SleromTMsuraom an 2II7I753t 11PM..7Jmm1. 11 Io1M 110? Of low Y:►CT.61TL facility.'management.Units'1,1110e available for
in be conducted urWrtln'dlnAfmofChrlfrpAr vrwl00 orbs tptnem1an w Sforo..TremVns.. .
.Tbsa'4Bo*3111Mn'and www.lar wenw.asurw.Note.OKolit the Bonefidnr1 met.Po right 1a Lit No Mon The one.Cu:mente will"be MI for mob only'In the
one or hail of ihe:toelnly's mmooemr/,dans mesh dm ew? ed.Ms 0ooble that 01 0.lOM of the W th e e mMm ba ld Mahal Weldor,-A 10IS%boles.Premium'bllf
Will be OVO1100r Or'nerving ortor to fiel0lean MatboloolestnyetolvimeL be Moroni and 0091bh o moaning Moen.Mee
• mouSbrweTneomeaom.Cartsms wall:be aged H.All.wlee ore:sal.Soler reserves fie MIMS
for dmhv,tyta etionMtbwMr01101 Ybumf's If 1r TrwM. le Moe:Y met*'fir for one Imams,leg WI.ordraw.Me Property m any Imo betenlho
premium wall be 5.0ra11ed0 oho osdMy o Meaning 1omMlel bidder)lee es e 4 11.•1 remedy Wan be 11 remit tear to r0 as
001 hods.Th. Robe me'
dmmit per uml.All=bears talc Seller resents,et IImles moo terns Trgtm.SNe ON pompolet Myer IMO hove Is dfimlb.d'm"general s home'mums
Ins Solent to.wlmdraw.the'woodsy m.any time mNmmr m.delee. ofeenelloml.0.
before Mesnr m fo Wm bon? The
=beep°N as mlbtl0.m'vaemmU rwM.O,tour Too M al eencfi Y the Deed:of TIBET has ieCN.d delivered Team Nome
Onim Mho:wise homed. onan erect a wanton nor acommenceiv to.commence
ulenlgrml mood'a.Nona"ef Default'mi Election to Sell to Co b.Pral T,pr.,,ntalb Reny •
*ado.KaRMrIMJ. ROnedr.ho Moat when the red PlnwrtY bloated. Moldt
goVenson
' 14 Mine rventaa�t1lM NOTICE 1O POTENTIAL MDONRS: fY are=enan 511111 Cmyps�Aorm. .•
•RWIm1.AnneMaro Ihb PNwny.11R'Pfg fhelr eef
7�pmnPmr,Etdk N. m blol0bnl bra nnM aCO OL You. Il le bidding Ma 1151.fist an.the Bolli.Luh
MCC hoyngp,,Ily Tn M. omoern DwIC.Placing the hMost Rid at a halve s cti m Ent fiat p.ru.mew..
Ru Xa11Y N+ aulanhallmlly wNYI.0reu 070 Irel and tlear;OvnenND M Cm 10?0lY.Non.o.a.NICN
gio.z m 2OIr Sou MAW.Alm m aware at TO ION bIM audibmd ads may be a Dudena7M,,Q�N Wtolas A'.
"rrmlMh�aFa �ynbrnm:lltw'anmehMwelMbararfnerudbry m nee beArno,gob.mum. .
Pronto,&mobL Gerordu f bleb '1mmlng:af all INns ward le feIW bulb ootbMM.Hall,Phan
Ger1a.Ramon bean Yam®s.r.m41100 cmr mho m the Alines=:yyw.ms en ouromd.m Pmnolbeo.Bfamlag
Mowbraw AmanSo P. Inyesllate ee aumw alielli1 eIJW al afOftdlrg:Wow that mere.
NON mods progeny by OnOgnna Ted..rearod l oektor a lisle Pe bawd s o7.ommMm beiW lavabo removed
NON
mesa=.ether d whim may charge lot a Ne far OM wttnh1 a mars.Mon firm and dale of purchase..
hare*came lender not Mhos fie*101hml maims.
m CNmdad al kt loo filet itayment 13 to be Purchase-with aoM anlY and emtle•m the -
M.IllbprawIIll nil sale IssuMM to oncel0fen without nil=
NOTICE. TO PROPERTY OWNER, The tole Ebb shown on Mb MAIM event m mNlemenl behmen maser and
mho of sheMOO be p90110*ed one or mantimes.by the rno1000b ahll.0110 Pmr1 '
• • C1efalifomr[cull Code..Tteala fniumNa tlel Nlom dlmh.aaon'tfooim S0Oe trPMeSleme0tl YYY nmetb aGYL11 .
sods ODOM:COld1MM be made Oyalr0le m'mend m no publ VII)Op.m]
courtesy%l11hanosep not moot at Me sole.YYou with m Nam n d PMIIm1m DEW eUJMOtlS
Yon Ole:dttle•b paatmrwd.oho,f"aealiobIA 1b ac odurd TM.•CorlrRwmer
PuiON.A.IMHaimiMdmisd'nweai1..T.Movid lame antdorlmMPble molt momrty.youvevran(41)•SM•Otf or PelPIMD MA
within 0 hon Ram om time and dale of DURIPM. sit: N. IMermt Web alto �+�
• �ynnf M b T. m at ma. ch MAY OM nods the OOISJQ••FPjRlswrooemmw:oww07aL_ •Who NW Ole number IG..m I�
. tO..a W(O VW D•gmu
r OOS .and
'agn Rieoaemg
TRb mbYe,.M.CIm'vrNalialled*MUM MIlwTefowTw.hol tluolem Mal bliMmf.vWle
ylmorns? v l
M.1�6NOCtii
In too amid'at mMm0Ot bet en went and Ree mwhofwv5nn.bb.,we,,r'mrV0*1nwer 1.1 lena War O9l ode lNm.fsaOe em he.mr
reU 14kt-iWOPAGE:}6A SLATER IIOOemibeI0NWled.MI fr.bm7rlrn0 Om/,7M.R91decOaet •
O M eimlMCOM MOM Or7LelNae
AVE HUNTINGTON BEACH,A MR 71e• 0.NDTJDE TO TENANT,;You not doted rqjd to:woe.Tbprawrlt ,diteyMY hOetne ibt'Q(1 NtlY a PMmehom
PPw °Hor er nalmaucloIfondueM
alto Jelwry 1.an Ourenmm •eel MO MOM apish MINIM I MiO.=Om .
1m hrMRmilieM Se7Mn Alen oftho Colilomla Udl Code:sit M oro&.MICble.fm 01 rm....amp.co.rl1wCb aiaodmote
P.sRr.E-V1K1 M�it�er waronlnsme the newer It you melon the ed.I ?Mimi ryg4,..,,.mAoe,,,,,,1w,,,,,, 10esaW®Igo
Ndgledal eel..auction.Ifywanan'e1MMe bidder'rourtoY RtalidbminiYer0140oMm.moLa.W.
by a.0 id ourenaIl.Ito auntie. N youmood 1m lit old liiehwt hod w�dyhfa0pebb..IwbRamRucbepotlAeoc
,r,tS H":Sj+S, .s ft;KYW,tyllyf OM o ryw Inelm n one m 0mCm.em morning%nu b®'� esp���.Fyinb7
`tom^.' o m le Ant Rigs,a ion afar rimmo It Hmbones wig..:ou IrrM
TD'YLLv -w ylP.:r/t4.,,,mig•fe.14u4.,-„ /l!t. ml, fr.0.Li O'INw dill..d.�WilvwYairLediterrl Sealrseeyatla.iPeLMr
1Nt�� ����mhry 7 >9sgeN*CA two iho Able M wh1Ch Ili trustee's edge, ItSold nrptlr CaketIhBP4MwPam6mlrgr
TEE GAMl 4.r be"' ;.rim 11.4a ale lad,lm,� one`aM'ITro a2nu le Sow.bra,weia...4rummdd�,a...r.1tr-4
y trotthel sfernm.mulso o oftMenle s l�aMem�sLgm,rnri,tleleMestr ,uommml1wllpp
• "" gO 7PIUelrmleete0ivw Rnerme mooud.rf alto fie trmos'y toll 000lm•IdsRraNMC1010 aI00071M0 •
__ _,_ ��y.e its•.4 TM yM.Mon Obnl•I..NO-ht arr,tlllnb.the fulls she afflemet agleamW kamildtl1:uW!eChetiNNMaNlp.r
sr •UlA1 LLiC I.riato ✓' 14MIb.d 6.rtllan mends)s)el the OvR Germ ird no hate. rfi 5,..,.oMarenbmew Ya:VVwN
#i ,iN. maim.11 w me Men eeSS dete after roe bm 1�r' tIr�Ia.INne r
f:.v�W"Qn for out..ta.,d..,gs hop. Hanes nark-1Oollmrer'm eagle Itlad.rvegu.two ..®a:.0,....p .....a..m.W.'tm!�ommo�e„
pets+. tstandIIxg m Lwtar od mr.m0rMY m..plmriele meal poi PealM.bre[
�'4,�', Fv.A, I.mnplaMyto adtfrngOMmlbb palmhrlTls)I,tow.eese: Npp.ohlie aNrOd Omer
alley=eM
4...4 rdaE�of the Oage}�,F, rwr o l0W r+rr ean.g' .
mrW.dmewe whet Of
bMlMryafNlafdolpemN
.;iq .IIb M arl.xh.ael rAAr.mrte g re eP..w
r�Ailgel3 and ALL IOCa� w sopierYss lMery ga.hrAtMwnOl-NON rrlwrrlim+.M
,/,y '� 'W.Yw;PelmM tMp,SSIraN a=rpYes(parOYdrameMM Imelebrw
baseball ac�Ion ryY Voldem._09 f1141 mN�.w°�Ig..Dwrdr.Mrt..MdrJ a i •
. y A- t• �P. Alf IMe1Nre.mm'Im wlnP.raR9r .�R=Ria„M mil 7(eteMel P ll.alar
!/1. subscribe,P�.� /S caly„e'L.:''� ▪ �crana1.rb eNP00craniiNN
1.i .7L45Oj5 -2i Rd.:Jegror.7.Mtl Teeel.ele1AMlmmd• ties 1/... Ibaa..11 Ora®I..Yleatfrmm9wl
>YYe1.d aa,3rs'"-'' w'Seaax�::v.= 3tTwsdb®'mrrleend1 lb're40nlMih*Ywaam.d or...man sr"Tm...d.Y�/74S maoNrbrNGlh P'th'
om.e lrw wmmenalneehlelennCellteeenteeterbl. • _- .
0 . C Our Coast.
. THE ORANGE COUNTY
.. REGISTER
Nobody Beats'Our Coverage: •
• oaegi etwmlalbsote . . .:
342
' RESOLUTION NO. 2025-05
A RESOLUTION OF THE CITY COUNCIL OF THE ;
/
CITY OF HUNTINGTON BEACH APPROVING,AUTHORIZING AND DIRECTING .%
EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO/
THE CALIFORNIA PUBLIC FINANCE AUTHORITY AND APPROVING THE/
ISSUANCE BY THE CALIFORNIA PUBLIC FINANCE AUTHORITY OF REVENUE
BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEEA
$325,000,000.00 TO BENEFIT MARISOL HB, LLC AND CERTAIN O R
MA 1-1'ERS RELATING THERETO
WHEREAS,pursuant to Chapter 5 of Division 7 of Title 1 of Government
Code of the State of California(the"Act"), certain public agencies( •a"Members")have
entered into a Joint Exercise of Powers Agreement Relating to the alifomia Public
Finance Authority, dated as of May 12, 2015 (the "Agreement" order to form the
California Public Finance Authority(the"Authority"),for th urpose of promoting
economic, cultural and community development, and in or r to exercise any powers .
common to the Members, including the issuance of bon ,notes or other evidences of
indebtedness; and
WHEREAS, the City of Huntington Beac California (the "City") has determined
that it is in the public interest and for the public b- efit that the City become a Member of the
Authority in order to facilitate the promo '•n of economic, cultural and community
development activities in the City, includi,g the financing of projects therefor by the
Authority; and
WHEREAS,there is now befo - this City Council of the City(the"City
Council")the form of the Agreeme • and
WHEREAS,Marisol s:,LLC (the`Borrower"),the sole member of which is
The Bluhm Family Foundatio z an organization described in Section 501(c)(3)of the
Internal Revenue Code of 1':6, as amended(the"Code"),has requested that the
California Public Finance 'uthority (the"Authority")provide for the issuance of qualified
501(c)(3)bonds as de. .-d in Section 145 of the Code, in one or more series,taxable or
tax-exempt,senior or i•ordinate,issued from time to time,including any bonds issued to
refund such bonds, '. an amount not to exceed$325,000,000 (the"Bonds"),to (1) finance,
refinance or rein rse the costs of acquisition, construction, expansion,remodeling,
renovation,imp vement,furnishing,and/or equipping of a rental senior living
community s 'or living community to be owned and operated by the Borrower and to be
located at 2 0 Main Street,Huntington Beach, CA, 92648; (2)pay capitalized interest
on the Buds; (3)fund one or more debt service reserves if deemed necessary; (4)fund
related orking capital costs; and(5)pay certain expenses incurred in connection with
the is ance of the Bonds (collectively,the"Project"); and
WHEREAS,the Project is located within the City,and the Project will benefit the
ity by providing needed housing options(and related support services)for seniors and
by promoting the health, safety and general welfare of its residents; and
/C
343
RESOLUTION NO. 2025-05
WHEREAS,pursuant to Section 147(f)of the Code,the issuance of the Bonds by
the Authority must be approved by the City because the Project is located within the '
territorial limits of the City; and
WHEREAS,the City Council is the elected legislative body of the C)ty and is the
applicable elected representative under Section 147(f)of the Code; and/
WHEREAS,pursuant to Section 147(f)of the Code,the Cityouncil has,
following notice duly given, held a public hearing regarding the issuance of the Bonds,
and now desires to approve the issuance of the Bonds by the Aut•ority; and
WHEREAS,the City Council understands that thes Borrower intends to apply for
an exemption from property taxes under California Rev ue & Taxation Code Section
214 and, if available, from other taxes; and
WHEREAS, in the event that the Borrower s granted such exemptions in whole
or part, the Borrower agrees to make payments to the City in lieu of property and other
taxes in an amount equal to the property and o er tax revenues that the City would have
received had such exemptions not been grant ; and
WHEREAS, in order to memoriai;2P the Borrower's agreement as set forth in the _
previous recital,the Borrower and the ity desire to enter into a Payment in Lieu of Tax
• Agreement(the"PILOT"); and
WHEREAS,the City Council understands that its actions in holding this public
hearing and in approving this Resolution do not obligate the City in any manner for
payment of the principal, interest,fees or any other costs associated with the issuance of
the Bonds, and said City Council, expressly conditions its approval of this Resolution on •
that understanding. ;• •
NOW,THEREFORE,the City Council of the City of Huntington Beach does
hereby resolve as follows:
SECTION`1. The City Council hereby approves the Agreement,and the Mayor
or the designee thereof is hereby authorized and directed to execute said document, and
the City Clerk-or such CIerk's designee is hereby authorized and directed to attest thereto.
SECTION 2. The City Council hereby approves the issuance of the Bonds by the
Authority for the purposes of financing the Project It is the purpose and intent of the
City Council that this Resolution constitute approval of the issuance of the Bonds by the
Authority for the purpose of(a) Section 147(f)of the Code by the applicable elected
representative of the governmental unit having jurisdiction over the area in which the
Project is located and(b) Section 12 of the Agreement.
SECTION 3. The officers of the City Council are hereby authorized and
directed,jointly and severally,to do any and all things and execute and deliver any and
all documents, certificates and other instruments which they deem necessary or advisable
in order to carry out, give effect to and comply with the terms and intent of this
/ 2 ,
24-15716/363851
344
AOOLAMON10:2(1244$
ution and x40ftgooigg.00goctiog,..gppm*Dgtolly, Any actiqns beretfore taken
*3.444157.:idAti.t,
•
Ilig-07.*:14tgli01.0.00.**.0.0114401git
Rtsdwiodbitjtslitidenitatikktita-tifid:Ott diAlt tot.no obligati* 41,19.,payany p*teip4.1*te$T?,141:‘,:ow luot446.of
• tlie*.90,4..f0t.ther;1001.0144 atti0;ripigi4 This shall it
Ofingitdtt.0-4,:4001.11,0*-ov:QpyiitofetgptoiStfotatir 0,00000**0-ept . • .t
set tptiki0.-$0400i.-#440Sibuk oLlixmted to,compiatice . the CaTifo4a
..**Oiddta141di1i0 Adt.(Wok&Public ;!.
VliglgitlitiOttiribitRegai4XdA4,:wit tiblipW.httitt itiettar,4,
(4#044040/#40.403-...$1:*41'.7 •
Ittitte:644R4*Ialt4a4y oliwootito*.ocovioiri...,:,;!i;:cornirlottot'40#44:rpota for •
0,*.gpli*.g.oppg.**.vithmpcotvi*Pttopt..
. • :-'iirt.4)1:1414eloy.
•
.....'1Z1V00:101b0M6titl.:0:00.140#60031-.
SECTION t. , - .4.0t-Oldtetideklitti1:0
the Mayo;*034yoeltd T004 tie " :-.014.(::140.00trimtct.*0...littotittrOt*tFinanciaL
OfrittiigttaititlieFotry*ithotizecliand, '• fbrat.d.iii the name andt on behalf ofthe
City,to •:exeptg and
'4040**ft#1.410*.kg00k•-
TIA-.4-$0010.090$0**0 '..citSot*OiatY..A1POW041' 4.1tOgr::40#00*Set
gppxvoLt0*:.c.004.03tot •.0:**ogoittipir04,4'047.. -
•
"SECTIONAL Oialtilikatfkoft.44.104 gfjor*pas,sage..v*
I -appole.
. ;
VA.45,004.01P.00 ''...............................................
tt.atOtibi.ltitii4k; -te'a:6Uttoii.ihe.4*4*:
•- • •
:-ANDAPPRtiVED:!. ...ikP,MOVED•AS TO.Etildt:
/ •
r.(4
01rM.;..M.,X1400.018M.
•
. . . . . .
f
• .aii'a'on-abtwogo4o.
/ •
24-onoloo.1
345
Dated February 4,2025
PAYMENT IN LIEU OF T AGREEMENT1
be -en
CITY OF ' TINGTON BEACH
and
MARISOL HB,LLC
Relating To The Real Property Located
At 2 20 Main Street In The City Of Huntington Beach,
Orange County,California
•
NTD: Confirm with the Title Company(First American)that the Agreement is in proper form for recordation.
AMERICAS 128818535
Table of Contents
Page
v
Article I TERM 2 �''
Section 1.01 Term. 2 ,
Section 1.02 Recordation. V
Article II REPRESENTATIONS AND WARRANTIES /22
Section 2.01 Representations of and Warranties by the City
Section 2.02 Representations of and Warranties by the Company. 2
Article III PILOT PAYMENTS 4
Section 3.01 Tax-Exempt Status of the Property. 4
Section 3.02 Payments In Lieu Of Taxes. 4
Section 3.03 Additional PILOT Payments. 5
Section 3.04 Late Payments. 5
Article IV EVENTS OF DEFAULT 5
Section 4.01 Events Of Default. 5
Section 4.02 Remedies On Default. 6
• Section 4.03 Payment of Attorney's Fees and Expenses. 6
Section 4.04 Remedies; Waiver And Notice 6
Article V MISCELLANEOUS 7
Section 5.01 Development of Property. 7
Section 5.02 Form of Payments. 7
Section 5.03 Amendments 7
Section 5.04 Notices 7
Section 5.05 Binding Effect. 8
Section 5.06 Severability 8
Section 5.07 Counterparts. 8
Section 5.08 Applicable Law. 8
Section 5.09 Entire Agreement. 8
Section 5.10 Defined Terms Error! Bookmark not defined.
Section 5.11 No Recourse. Error! Bookmark not defined.
•
AMERICAS 128818535 (i)
PAYMENT IN LIEU OF TAX AGREEMENT ;
THIS PAYMENT IN LIEU OF TAX AGREEMENT (the "Agreement") is dated as of
February 4, 2025, (the "Effective Date"), by and between CITY OF HUNTINGTON BEACH,
a charter city and municipal corporation of the State of California (the "State") having'an office
for the transaction of business at 2000 Main Street, Huntington Beach, California'92648 (the
"City"),and MARISOL HB,LLC,a California limited liability company,and ha>7 4 its principal
place of business at 900 North Michigan Avenue, Suite 1600, Chicago, Il inois 60611 (the
"Company").The City and the Company are sometimes referred to individual herein as a"party"
and, collectively, as the"parties."
WITNES SETH:
WHEREAS, the Company intends to become the owner f that certain real property
located at 2120 Main Street located within the City of Huntington, County of Orange, State of
California and further described in Exhibit A, annexed hereto ( e "Project Site");
WHEREAS, the Company intends to develop a po 'on of the Project Site into a senior
living community consisting of approximately 214 senio iving units (the Project Site, as it may
be developed from time to time is referred to herein as e "Property");
WHEREAS,the Company expects to fman the purchase and development of the Project
Site with proceeds of tax-exempt bonds to be iss d by the California Public Finance Authority;
WHEREAS, at the Company's reque ,the City Council of the City held a public hearing
and gave its limited approval of such tax-e mpt bonds,as required by the Tax Equity and Fiscal
Responsibility Act;
WHEREAS, pursuant to Sec on 214(f) of the Cal. Rev. & Tax Code (the "Statute"),
property used exclusively for housiyg and related facilities for elderly or handicapped families, at
which supplemental care or servi2s designed to meet the special needs of elderly or handicapped
residents are provided, and that,,js owned by an entity that is organized and operated for charitable
purposes, shall be exempt from the payment of property taxes;
WHEREAS, the sole member of the Company is The Bluhm Family Foundation, a trust
that is recognized by the'Internal Revenue Service as a tax-exempt organization under Section
501(c)(3) of the Internal Revenue Code ("IRC"), and that intends to apply to the California
Franchise Tax Boardfor recognition as a tax-exempt charitable organization under Section 23701 d
of the Cal. Rev. Tax Code ("RTC"), and to obtain an Organizational Clearance Certificate
("OCC") from the/California Board of Equalization("BOE");
WHER AS, the parties acknowledge that the Company intends to obtain an OCC from
the BOE and annually file Form BOE-267,Claim for Welfare Exemption,with the Orange County
Assessor (the "Assessor") in order for the Property to become exempt from the payment of
property taxes; and
/,,WHEREAS,the City and the Company have agreed to enter into this Agreement whereby
i
the//Company agrees to make certain PILOT Payments (as defined below) to the City (or its
designee).
/
AMERICAS 128818535
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged,the parties agree as follows:
•
ARTICLE I
TERM
Section 1.01 Term. The term of this Agreement shall commence as of the Effective Date
and shall terminate upon the earlier of (i) twelve (12) months from the Effective Date if the
Company has not acquired the Property during such 12-month period, or(ii)the date of sale of the
Property by the Company to a purchaser that is not exempt from tax under IRC Section 501(c)(3)
or RTC Section 23701d or wholly-owned by such an entity.
/
Section 1.02 Recordation. Promptly following the Company's acquisition of the
Property, this Agreement shall be recorded against the Property. Thi's Agreement shall run with
the land and be binding upon and shall inure to the benefit of;the parties and their respective
successors and assigns. Upon the sale of the Property by the Company to an entity that is exempt
from tax under IRC Section 501(c)(3) or RTC Section 23701d,or wholly-owned by such an entity,
the Company shall be released of all obligations hereunder,and the purchaser of the Property shall
be deemed to have assumed and become liable for all of the obligations of the Company hereunder.
ARTICLE
REPRESENTATIONS AND WARRANTIES
Section 2.01 Representations of and Warranties by the City. The City does hereby
represent,warrant and covenant as follows: '
(a) Power. The City is a charter city and municipal corporation of the State and
has the power under the laws of the State to enter into this Agreement and to perform and carry
out all covenants and obligations on its part to be performed under and pursuant to this Agreement.
(b) Authorization. By proper action on the part of its City Council,the City has
duly authorized the execution,delivery and performance of this Agreement and the consummation
of the transactions herein contemplated.
(c) Conflicts. The City is not prohibited from entering into this Agreement and
discharging and performing all covenants and obligations on its part to be performed under and
pursuant to this Agreement by any order,judgment, or decree of any court.
(d) Valid Obligation. This Agreement is a valid and binding obligation of the
City, enforceable against the City in accordance with its respective terms.
Section 2.02 Representations of and Warranties by the Company.The Company does
hereby represent, warrant and covenant as follows:
(a). Power. The Company is a limited liability company duly organized and
validly existing under the laws of the State of California, is duly qualified to do business in the
State of California, and has the power under the laws of the State of California to enter into this
2
AMERICAS 128818535
Agreement and to perform and carry out all covenants and obligations on its part to be performed i
under and pursuant to this Agreement. f`
(b) Authorization. By proper action on the part of the Company and its
member, the Company has been duly authorized to execute, deliver and perform this Agreem‘t
and to consummate the transactions herein contemplated.
(c) Conflicts.The Company is not prohibited from entering into this Agreement
and discharging and performing all covenants and obligations on its part to be pe -ormed under
and pursuant to this Agreement by (and the execution, delivery and perf ance of this
Agreement, the consummation of the transactions contemplated hereby and thh lfillment of and
compliance with the provisions of this Agreement will not conflict with or yolate or constitute a
breach of or a default under) the terms, conditions or provisions of its arrti les of organization or
operating agreement, or any other restriction, law, rule, regulation or order of any court of other
. agency or authority of government, or any contractual limitation,/restriction or outstanding
indenture, deed of trust, mortgage, loan agreement, other evidenc 'of indebtedness or any other.
agreement or instrument to which the Company is a party or by hich the Company or any of its
property is bound, and neither the Company's entering into/this Agreement nor the Company's
discharging and performing all covenants and obligations n its part to be performed under and
pursuant to this Agreement will be in conflict with or res t in a breach of or constitute (with due
notice and/or lapse of time) a default under any of the foregoing, or result in the creation or
imposition of any lien of any nature upon any of th, roperty of the Company under the terms of
any of the foregoing, and this Agreement is the legal,valid and binding obligation of the Company
enforceable in accordance with its terms, except'as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting
creditor's rights generally and by general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at lla v).
(d) Governmental Consents.No consent,approval or authorization of,or filing,
registration or qualification with,any/governmental or public authority on the part of the Company
is required as a condition to the execution, delivery or performance of this Agreement by the
Company or as a condition to the validity of this Agreement.
(e) Liens, No liens have attached to or been filed against the Company or the
assets of the Company in favor of any governmental or private entity,and no judgments have been
entered against the Company which remain unsatisfied or outstanding.
(f) Valid Obligation. This Agreement is a valid and binding obligation of the
Company, enforceable against the Company in accordance with its respective terms.
(g) No Material Litigation. There is no pending or threatened action, suit,
proceeding or claim affecting the Company, or any of its assets, before any court, governmental
agency or arbitrator which may materially adversely affect the assets, properties, condition
(financial or otherwise) or operations of the Company.
(h) Criminal Actions. There are no criminal actions, suits, demands, claims,
hearings, or notices, notices of violation, potential liabilities, investigations, or proceedings
pending or threatened against the Company or assets of the Company.
AMERICAS 128818535 3
(i) No Defaults. The Company is not in default in the performance,observance
or fulfillment of any of the material obligations, covenants or conditions contained in any
agreement, instrument or contract to which it is a party or by which the Company or any of its
assets or properties are bound.
(j) Taxes. The Company has filed or caused to be filed allfederal, state and
local tax returns which are required to be filed, if any, and has paid or caused to be paid all taxes
as shown on its returns or on any assessment received by it in writing,to the'extent that such taxes
have become due. The Company has no actual knowledge of any claims for past due taxes upon
its assets or properties.
ARTICLE III /
PILOT PAYMENTS
Section 3.01 Tax-Exempt Status of the Property The parties hereby acknowledge that
the Company will operate the Property, and take such other actions as it may deem necessary in
its sole discretion, in order to claim the maximum exfeinption available for the Property under the
Statute. The parties further hereby acknowledge that the Assessor is responsible for granting any
such exemption, in whole or in part, if any. Any/such grant by the Assessor is referred to herein
as a "Property Tax Exemption." The City will not oppose the Company's efforts to obtain and
preserve the tax-exempt status of the Propertjduring the term of this Agreement.
Section 3.02 Payments In Lieu/Of Taxes.
(a) Agreement to Make Payments. To the extent that, and so long as, a portion
of the Property is entered upon the assessment rolls as exempt, the Company agrees that it shall
make payments in lieu of property taxes to the City at the times and in the amounts hereinafter
provided in Section 3.02(b) hereof, if any, with respect to the Property (each such payment, a
"PILOT Payment" and collectively, "PILOT Payments").
(b) Amount of Payments in Lieu of Taxes. The PILOT Payment shall be paid
by the Company to the City on the same schedule that property tax payments would otherwise be
due but for the Property Tax Exemption(i.e., for the 2025 fiscal year, the first installment will be
paid on November 1; 2025 and the second installment will be paid on February 1, 2026). The
PILOT Payment shall be equal to the City's portion of property taxes that would have otherwise
been due to the city but for the Property Tax Exemption and shall be subject to adjustments at the
same rate that property taxes for the Property would have otherwise been adjusted but for the
Property Tax/Exemption. For the avoidance of doubt,the Non-Exempt Taxes (as defined below)
will not be included in the PILOT Payment.
(c) Non-Exempt Portion. If a portion of the Property remains subject to the
paymet of property taxes as determined by the Assessor, then the Company shall pay to the
applicable taxing entity (rather than directly to the City) when due such property taxes ("Non-
Exempt Taxes") for the non-exempt portion of the Property.
(d) Time and Method of Payments. The obligation of the Company to make the
/ PILOT Payment pursuant to this Agreement with respect to the Property shall commence on the
Effective Date, and, thereafter, the PILOT Payment shall be due as set forth herein, and Non-
AMERICAS 128818535 4
Exempt Taxes,if any,will be due as billed. No PILOT Payments shall be due until the Company's
initial claim for tax exemption for the Property has been granted by the Assessor. Payments by
the Company hereunder shall be made to the City by check in lawful money of the United States
of America or by electronic transfer of funds, as the Company may elect. The Company shall be
entitled to receive receipts for such payments.
Section 3.03 Additional PILOT Payments.If the Company is eligible for additional tax
or fee exemptions with respect to other taxes or fees payable by the Company to the City
("Additional Exempt Taxes and Fees"),then,to the extent the Company actually receives such tax
or fee exemptions, the Company shall pay to the City an amount ("Additional PILOT Payment")
equal to the City's portion of such Additional Exempt Taxes and Fees not paid by the Company
on account of its tax or fee exempt status that would have otherwise been due to the City. Such
Additional PILOT Payments shall be made on the same schedule that the applicable tax payments
would otherwise be due but for the exemption granted from the Additional Exempt Taxes and
Fees.
Section 3.04 Late Payments. If the Company fails to make any payment required by this
Agreement, the Company's obligation to make such payment shall continue as an obligation of
the Company until such payment in default shall have been made in full, and, if such delinquency
shall continue for more than thirty (30) days following receipt of written notice from the City of
such default, the Company shall pay the same together with the rate per annum which would be
payable if such amount were delinquent taxes, until so paid in full.
Section 3.05 Annual Assessments. If any portion of the Property is not subject to an
annual assessment because it is subject to the Property Tax Exemption,the Company will request
that the Assessor provide what would have been the assessed valuation of such portion of the
Property annually as though such portion of the Property was not subject to the Property Tax
Exemption..
Section 3.06 Books and Records. At the time that the Company delivers each PILOT
Payment and Additional PILOT Payment to the City, the Company shall provide written
documentation of the methodology used to calculate the amount of such payments, such as, by
way of example and not exclusively, the property tax statement delivered to the Company by the
Assessor for the Property or other indicia of the Property's assessed value reasonably acceptable
to the City.
ARTICLE IV
EVENTS OF DEFAULT
Section 4.01 Events Of Default.Any one or more of the following events shall constitute
an event of default under this Agreement(an"Event of Default"):
(a) Failure of the Company to pay or perform any of its obligations under this
Agreement within thirty (30) days after notice of such failure; provided, however, in the event of
a non-monetary default, if such default cannot reasonably be cured within such thirty (30) day
period, and if the Company shall have commenced to cure the breach of covenant, condition or
AMERICAS 128818535 5
agreement within this thirty (30) day period and thereafter diligently and expeditiously proceeds
to cure the same, such thirty (30) day period shall be extended for so long as the Company shall
require in the exercise of due diligence to cure such default; or
(b) Any representation or warranty by the Company contained in this
Agreement shall prove to have been false or incorrect in any material respect as of the Effective
Date.
Section 4.02 Remedies On Default.
(a) General. Whenever any Event of Default shall have occurred with respect
to this Agreement,the City may take whatever action at law or in equity as may appear necessary
or desirable to collect the amount then in default or to enforce the performance and observance of
the obligations of the Company under this Agreement.
(b) Separate Suits.Each such Event of Default shall give rise to a separate cause
of action hereunder and separate suits may be brought hereunder as each cause of action arises.
Section 4.03 Payment of Attorney's Fees and Expenses. If the Company defaults in
performing any of its obligations under this Agreement and the City engages outside counsel or
incurs other expenses in connection with the collection of any amounts payable hereunder or for
the enforcement of any such obligations,the Company will promptly pay to the City, not only the
amounts adjudicated to be due hereunder,together with any late payment penalty and interest due
thereon, but also the reasonable fees and disbursements of such outside counsel and all other
reasonable out-of-pocket expenses, costs and disbursements so incurred, whether or not an action
is commenced.
Section 4.04 Remedies; Waiver And Notice.
(a) No Remedy Exclusive.No remedy herein conferred upon or reserved to the
City is intended to be exclusive of any other available remedy or remedies, but each and every
such remedy shall be cumulative and shall be in addition to every other remedy given under this
Agreement or now or hereafter existing at law or in equity.
(b) Delay.No delay or omission in exercising any right or power accruing upon
- the occurrence of any Event of Default hereunder shall impair any such right or power or shall be
construed to be a waiver thereof, but any such right or power may be exercised from time to time
and as often as may be deemed expedient.
(c) Notice Not Required. In order to entitle the City to exercise any remedy
reserved to it in this Agreement, it shall not be necessary to give notice, other than such notice
required in this Agreement.
(d) No Waiver. In the event any provision contained in this Agreement should
be breached by any party and thereafter duly waived by the other party so empowered to act, such
waiver shall be limited to the particular breach so waived and shall not be deemed to be a waiver
of any other breach hereunder.No waiver, amendment,release or modification of this Agreement
shall be established by conduct, custom or course of dealing.
AMERICAS 128818535 6
ARTICLE V
MISCELLANEOUS
Section 5.01 Development of Property. Notwithstanding the tax-exempt status of the
Company, the Company will develop the Property in accordance with all ordinances, rules and
regulations of the City that would be applicable to the Property if the Company were not a tax-
exempt entity.
.
Section 5.02 Form of Payments. The amounts payable under.this Agreement shall be
payable in such currency of the United States of America as at the time of payment shall be legal
tender for the payment of public and private debts.
Section 5.03 Amendments. This Agreement may not be effectively amended, changed,
modified, altered or terminated except by an instrument in writing executed by the parties hereto.
Section 5.04 Notices.
(a) General: All notices, certificate or other communications hereunder shall
be in writing and may be personally served or sent/by courier service or United States mail and
shall be sufficiently given and shall be deemed gi en (1) when delivered in person or by courier
at the applicable address stated below, (2) wl jen delivered by nationally recognized overnight
delivery service, such as Federal Express or) PS, (3) three (3) business days after deposit in the
United States by United States mail (regist red or certified mail, postage prepaid, return receipt
requested, properly addressed), or (4) whhfdelivery is refused by the addressee, as evidenced by
_ . the affidavit of the person who attempted to effect such delivery.
(b) Addresses. e addresses to which notices, certificates and other
communications hereunder by the ity or the Company shall be sent as follows:
IF TO THE COMP
Marisol HB, LLC
c/o Bluhm Family oundation
900 N. Michigan venue, Suite 1600
Chicago, IL 60 . 1-1575
Attn: Andrew . Bluhm and Amy Close
WITH A OPY TO:
White Case LLP
111 .outh Wacker Drive
51 st loor
C d.cago, IL 60606-4302
•ttn: Eugene J.M. Leone, Esq. (Re: 1750895-0078)
AMERICAS 128818535 7
IF TO THE CITY:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: City Manager
•
WITH A COPY TO:
Kutak Rock LLP /
5 Park Plaza, Suite 1500 j
Irvine, CA 92614
Attn: Cyrus Torabi, Esq. (Re: 76517-1) /
(c) Change of Address. The City
the Company, by notice given hereunder,
designate any further or different addresses to wh)ch subsequent notices, certificates and other
communications shall be sent. /
Section 5.05 Binding Effect. This Ajgreement shall inure to the benefit of, and shall be
binding upon,the City,the Company and thiir respective successors and assigns.
Section 5.06 Severability. If any article, section, subdivision, paragraph, sentence,
clause,phrase, provision or portion of this Agreement shall for any reason be held or adjudged to
be invalid or illegal or unenforceable,by any court of competent jurisdiction, such article, section,
subdivision, paragraph, sentence, clause, phrase, provision or portion so adjudged invalid, illegal
or unenforceable shall be deemed' separate, distinct and independent and the remainder of this
Agreement shall be and remain/in full force and effect and shall not be invalidated or rendered
illegal or unenforceable or o rwise affected by such holding or adjudication.
7several
Section 5.07 Counterparts.This Agreement may be simultaneously executed in
counterparts, each of wlv,.e'h shall be an original and all of which shall constitute but one and the
•
same instrument. To facilitate execution of this Agreement,the parties may execute and exchange
counterparts by fax or y email in PDF.
Section 5.0 Applicable Law. This Agreement shall be governed by and construed in
accordance with e internal laws of the State of California, without reference to its conflicts of
law principles.
Sec9on 5.09 Entire Agreement. This Agreement is intended by the parties as the final,
completed exclusive statement of the transactions evidenced by this Agreement. All prior or
contempyraneous promises, agreements and understandings, whether oral or written, are deemed
to be superseded by this Agreement, and no party is relying on any promise, agreement or
understanding not set forth in this Agreement. This Agreement may not be amended or modified
excfpt by a written instrument describing such amendment or modification executed by City and
th Company and duly recorded.
AMERICAS 128818535 8
•
Section 5.10 Defined Terms. Capitalized terms used herein shall have the meanings
assigned to such terms herein,unless the context or use indicates another or different meaning or
intent.
Section 5.11 No Recourse. All obligations, covenants and agreements of either party
hereto contained in this Agreement shall be deemed to be the obligations,, 'covenants and
agreements of such party and not of any member,officer, agent, servant or employee of such party
in his, her or its individual capacity, and no recourse under or upon any obligation, covenant or
agreement contained in this Agreement, or otherwise based upon or in respect of this Agreement,
or for any claim based thereon or otherwise in respect thereof,shall be had against any past,present
or future member of such party, any officer,agent, servant or employee of such party, or any past,
present or future member thereof, it being expressly understood that this Agreement is an
obligation solely of each party, and that no such personal liability whatsoever shall attach to, or is
or shall be incurred by, any such member, officer, agent, servant or employee of either party or of
any successor thereto, or any person so executing this Agreement under or by reason of the
obligations, covenants or agreements contained in this Agreement or implied therefrom; and that
any and all such personal liability of, and any and all s,u.ch rights and claims against, every such
member, officer, agent, servant or employee under or by reason of the obligations, covenants or
agreements contained in this Agreement or implied,xherefrom are, to the extent permitted by law,
expressly waived and released as a condition of, and as a consideration for, the execution of this
Agreement by the parties.
(Remainder of Page Left Blank)
AMERICAS 128818535 9
IN WITNESS WHEREOF,the City and the Company have caused this Agreement to be
executed in their respective names by duly authorized officers thereof.
•
CITY:
CITY OF HUNTINGTON BEACH APPROVED AS TO FORM
By:
By: ,F,✓ MICHAEL E.GATES/%
Name: CITY ATTORNEY/
Title: CITY OF I-.UNTI►vGTO BEACH
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 attache(and not the truthfulness,
accuracy, or validity of that document. /
STATE OF CALIFORNIA )
) ss.
COUNTY OF )
On ,before me, / , a Notary Public in
and for said state,personally appeared / , who proved to me on the
basis of satisfactory evidence)to be the persorj( ) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that hehe/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the pers (s) 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 o rrect.
WITNESS m hand and official seal.
Notary Public in and for said State
My commission expires:
[Signatures continue on the following page]
AMERICAS 128818535
MARISOL HB, LLC,
a California limited liability company
By:
Name:
Title:
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.
STATE OF )
) ss. f:"
COUNTY OF )
On ,before me, , a Notary Public in
and for said state,personally appeared , who proved to me on the
basis of satisfactory evidence}to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their,signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY,under the laws of the State of that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public in and for said State
My commission expires:
•
[End of Signatures]
AMERICAS 128818535
f
_ _ /
EXHIBIT A
Legal Description of the Project Site
The Land referred to herein below is situated in the City of Huntington Beac , County of Orange,
State of California, and is described as follows:
Parcel A:
Parcel 1, as shown on that certain PARCEL MAP NO. 2020-128,f d in the office of the recorder
of the County of Orange, State of California on November 21,20 2 as Book 411 of Maps, Page(s)
22 through 30.
Parcel B:
Nonexclusive easements for surface ingress and egr- s purposes as described in that certain
Declaration of Reciprocal Easement recorded Au. st 12, .1981 in Book 14178, Page 558, of
Official Records.
Parcel C:
Nonexclusive easements for pedestrian and -hicular ingress and egress as described in that certain
-document entitled "Access Easement A. -ement" recorded October 09, 1984 as Instrument No.
84-416712, of Official Records.
APN: 023-631-01
/
/ ,
AMERICAS 128818535
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_____ - ..:,-- — --_- __—_-_---- _ _ • k Marisol HB, LLC is seeking financing for a
- - - --) „ Q' ' senior living community in Huntington
- ; h Beach, known as "The Marisol."
' Z 0 7
6* .8. 1 9 , A:'• 0
FA
Cc1,'#0�/ 4 , 2025
NTHFebruary
4,0ii�//
• Marisol HB, LLC is seeking financing for a senior living community in Huntington
Beach, known as "The Marisol."
• A public City Council study session was held on this item on January 21 , 2025.
• The financing will be through tax-exempt bonds issued by Cal Public Finance
Authority (CalPFA), which requires City Council approval per the IRS Tax Code.
• The City must hold a public hearing under Tax Equity and Financial Responsibility
Act (TEFRA) requirements, before the approval of the resolution authorizing the
issuance of the tax-exempt obligations by CalPFA.
• The City must also become an `Additional Member' of CalPFA for the bonds to be
issued by the Authority, but this membership does not create any liability for the
City. At some future date, after the bonds have been issued, the City may drop it
"Additional Member" status with CalPFA.
• CalPFA, a joint authority of various California cities, helps finance senior living
projects, but the City's approval is required for the financing to proceed.
• The Internal Revenue Code requires all local legislative bodies (the
City Council), to hold this hearing before the PFA can consider
authorizing the issuance of such bonds.
• The proposed resolution, if approved by the Council, will provide
authorization to the CalPFA to issue tax exempt obligations on behalf
of the Applicant in an amount not to exceed $325,000,000.
• If the City authorizes the bond issuance on behalf of the Applicant,
the City will have no liability or obligation related to the facility or the
bonds. The City has no revenue-sharing or expenditure obligations
for the project.
• Holding the hearing and approving the resolution supports regional
leadership by helping the Applicant secure favorable financing for the
facility in the community.
• The Applicant plans to apply for property tax exemptions under
California Revenue & Taxation Code Section 214, and potentially
other taxes.
• If exemptions are granted, the Applicant has offered to make
payments to the City in lieu of property and other taxes, equivalent to
the amount the City would have received without the exemptions.
• The Applicant has offered to enter into a Payment in Lieu of Tax
Agreement (PILOT) to formalize this arrangement.
• The PILOT agreement has been reviewed by the City Attorney and
Kutak Rock, LLP, as special counsel to the City, and contains no City
obligations.
• The CalJPA Joint Powers Agreement & PILOT Agreement must be
approved by the City via resolution. This action will take place at the
February 18, 2025, City Council meeting.
The adoption of the resolution does not obligate the City
or any department thereof to:
• (a) provide any financing with respect to the Project,
• (b) approve any application or request for or take any
other action in connection with any planning approval ,
permit or other action necessary with respect to the
Project,
• (c) make any contribution or advance any funds
whatsoever to the Authority or the Borrower or
• (d) take any further action with respect to the Authority
or its membership therein.
The City also has a legal opinion letter from Orrick, Herrington & Sutcliffe
related to CalPFA and the City's `Additional Membership' status in the PFA.
"Pursuant to applicable state law, CalPFA policies, and the documents
providing for the issuance of bonds by CalPFA, the bonds are issued as
limited obligations of CalPFA, not of any Charter Member or Additional
Member, and are payable solely out of the revenues and receipts derived
from the Project being financed and the loan(s) made by CalPFA to the
borrower from proceeds of the bonds."
Specifically, Section 8 of the Agreement provides that "[t]he Bonds,
together with the interest and premium, if any, thereon, shall not be
deemed to constitute a debt of any Member or pledge of the faith and
credit of the Members...Neither the Members nor. . .shall be obligated to
pay the principal of, premium, if any, or interest on the Bonds, or other
costs incidental thereto. . ." The Agreement also expressly provides that
CalPFA is a public entity separate and apart from the Members, and "[i]ts
debts, liabilities and obligations do not constitute debts, liabilities or
obligations of any members."
Recommended Action
• Open and conduct a Public TEFRA Hearing — take public input.
• Continue the Public Hearing to a date certain — February 18, 2025.
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_ ___--� :. � . ®
, -; = do co.) ®
..,7„.__ , � - ® zi Marisol HB, LLC is seeking financing for a
- 4 , senior living community in Huntington
� Beach, known as "The Marisol."
1 % 8 n V1/4, 0. 4k-kb) ,A0
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mew
February 4, 2025
`" 380
• Marisol HB, LLC is seeking financing for a senior living community in
Huntington Beach, known as "The Marisol."
• A public City Council study session was held on this item on January
21 , 2025.
• The financing will be through tax-exempt bonds issued by Cal Public
Finance Authority (CalPFA), which requires City Council approval.
• The City must hold a public hearing under Tax Equity and Financial
Responsibility Act (TEFRA) requirements, for community input,
before the approval of the resolution authorizing the issuance of the
tax-exempt obligations by CalPFA.
• The City must also become a member of CalPFA for the bonds to be
issued, but this membership does not create any liability for the City.
• CalPFA, a joint authority of various California cities, helps finance
senior living projects, but the City's approval is required for the
financing to proceed.
2
361
• The Internal Revenue Code requires all local legislative bodies (the
City Council), to hold this hearing before it considers authorizing the
issuance of such bonds.
• The proposed resolution, if approved by the Council, will provide
authorization to the CaIPFA to issue tax exempt obligations on behalf
of the Applicant in an amount not to exceed $325,000,000.
• If the City authorizes the bond issuance on behalf of the Applicant,
the City will have no liability or obligation related to the facility or the
bonds. The City has no revenue-sharing or expenditure obligations
for the project.
• Holding the hearing and approving the resolution supports regional
leadership by helping the Applicant secure favorable financing for the
facility in the community.
3
362
• The Applicant plans to apply for property tax exemptions under
California Revenue & Taxation Code Section 214, and potentially
other taxes.
• If exemptions are granted, the Applicant agrees to make payments to
the City in lieu of property and other taxes, equivalent to the amount
the City would have received without the exemptions.
• The Applicant has offered to enter into a Payment in Lieu of Tax
Agreement (PILOT) to formalize this arrangement.
• The PILOT agreement has been reviewed by the City Attorney and
Kutak Rock, LLP, as special counsel to the City, and contains no City
obligations.
36
Recommended Action
• Open and conduct .a Public TEFRA Hearing
• Close the Public Hearing and Adopt Resolution No. 2025-05, "A
Resolution of the City Council of the City of Huntington Beach
Approving, Authorizing and Directing Execution of a Joint Exercise of
Powers Agreement Relating to the California Public Finance
Authority and Approving the Issuance by the California Public
Finance Authority of Revenue Bonds in an Aggregate Principal
Amount Not to Exceed $325,000,000 to Benefit Marisol HB, LLC,
with no City obligations, and Certain Other Matters Relating
Thereto."
384
5
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Orrick
February 23,2017 Orrick,Herrington&Sutcliffe LLP
The Orrick Building
405 Howard Street
San Francisco,CA 94105-2669
+1 415 773 5700
orrick.com
Justin Cooper
E jcooper@orrick.com
D +1 415 773 5908
F +1 415 773 5759
California Public Finance Authority
2999 Oak Road, Suite 710
Walnut Creek, CA 94597
Attn: Michael LaPierre
Re: California Public Finance Authority
The California Public Finance Authority ("CalPFA") was formed pursuant to a Joint Exercise of
Powers Agreement (the "Agreement") between two original members, Kings County and the
Housing Authority of Kings County (the "Charter Members"). In accordance with Section 12 of
the Agreement, additional cities, counties and other local government entities may, and have,
joined CalPFA (each a Non-Charter Member or "Additional Member" and, together with the
Charter Members, the "Members"). You have asked whether an Additional Member is exposed
to liability by virtue of its decision to become a member of CalPFA and/or its approval of bonds
proposed to be issued by CalPFA.
CalPFA is a political subdivision of the State of California created under the California Joint
Powers Act (California Government Code Section 6500 and following) (the "Act") and the
Agreement. Pursuant to the Act and the Agreement, CalPFA is authorized to issue revenue bonds
and certificates of participation for the benefit of conduit borrowers.
In order to meet state law and policy requirements for the issuance of certain private activity
bonds, CalPFA has adopted a policy to not issue bonds or other forms of indebtedness unless the
governing body of an Additional Member (or Charter Member, as the case may be) in which the
proposed project (the "Project) is located approves the issuance of bonds for the Project.
Furthermore, in the case of most tax-exempt obligations issued by CalPFA, Section 147(0 of the
Internal Revenue Code of 1986 requires that the proposed financing be approved by a
governmental unit having jurisdiction over the area in which the facility to be financed is
located. A financing will be treated as having been approved by a governmental unit if"the
applicable elected representative" of such governmental unit approves such issue after a
public hearing following reasonable public notice of such hearing. This is referred to as
"TEFRA" approval.
OHSUSA:764286936
C
Orrick
Page 2
Pursuant to applicable state law, CalPFA policies, and the documents providing for the issuance of
bonds by CalPFA, the bonds are issued as limited obligations of CalPFA, not of any Charter
Member or Additional Member, and are payable solely out of the revenues and receipts derived
from the Project being financed and the loan(s) made by CalPFA to the borrower from proceeds of
the bonds.
Specifically, Section 8 of the Agreement provides that "[t]he Bonds, together with the interest
and premium, if any,thereon, shall not be deemed to constitute a debt of any Member or pledge
of the faith and credit of the Members...Neither the Members nor...shall be obligated to pay the
principal of, premium, if any, or interest on the Bonds, or other costs incidental thereto..."
(emphasis added). The Agreement also expressly provides that CalPFA is a public entity
separate and apart from the Members, and "[i]ts debts, liabilities and obligations do not
constitute debts, liabilities or obligations of any Members."I
Accordingly, bonds issued for any particular Project will be indebtedness of CalPFA, and the
Member in whose jurisdiction the Project is located will not be asked to approve or execute any
of the financing documents. Moreover, the disclosure prepared for the bonds will not have any
information regarding the Member and will not include the Member's name, other than with
respect to where the Project is located. The documents will, however, be made available for
review by the Member's staff upon request.
In order to further limit CalPFA's financial liability and that of its Members, CalPFA requires
that, in connection with the loan of bond proceeds to a borrower, such borrower must
indemnify CalPFA and the applicable Member from all losses, damages, claims, actions,
liabilities, costs and expenses of any conceivable nature, kind or character relating to the
applicable bonds and Project. We call attention, however, to the fact that such obligation may
be subject to bankruptcy, insolvency, reorganization, arrangement and other laws relating to or
affecting creditors' rights, to the application of equitable principles, to the exercise of judicial
discretion in appropriate cases and to possible limitations on legal remedies.
1 See Cal. Government Code Section 6508.1. "...the debts,liabilities,and obligations of the agency shall be
debts,liabilities,and obligations of the parties to the agreement unless the agreement specifies otherwise."
OHSUSA:764286936
0
orrick
Page 3
Please do not hesitate to contact me if you have further questions with respect to this matter.
Sincerely yours,
/s/Justin Cooper
Justin Cooper
OHSUSA:764286936
SUPPLEMENTAL
COMMUNICATION
From: Fikes.Cathy Meeting Date: 2/4/2025
To: suoolementalcommCalsurfcity-hb.org
Subject: FW:The Marisol Project.And the upcoming Vote.Date: Monday,February 3,2025 10:56:58 AM Agenda Item No. 15 25-862)
Attachments: Marisolsitel.PNG
MarisolStretView.PNG
Main&Yorktown.PNG
From:tarry mcneely<Imwater@yahoo.com>
Sent:Saturday, February 1, 2025 3:19 PM
To:CITY COUNCIL(INCL. CM0 STAFF)<city.council@surfcity-hb.org>
Subject:The Marisol Project.And the upcoming Vote.
I have concerns about the Marisol Project.While I realize the previous city council approved this project,
we chose a new city council to make every effort to stop the densification of our city,which adds to the
congestion and overcrowding that affect all of us in the community. We are fighting Newsom's efforts to
change the very nature of our community by allowing homes in single-family neighborhoods to be
demolished and replaced with multi-family developments and including overbuilt ADUs without city
planning safeguards.So we must carry this fight on with any means as we now have a chance to.
Are we not allowing the same type of densification with this project but on a larger scale?The property at
Yorktown and Main has been there for decades and was built when we had strict guidelines on
developments, including generous setbacks,ample open areas, and plenty of parking.The Developer
stated this location was"Not in the best shape."That is BS and would be replaced with a"Better Looking
Beautiful New Project."Beauty is in the eye of whoever is profiting. I prefer the previous look and feel of
all the open space In this development as it stood. I see us doing exactly what we have been fighting:
tearing down previously approved properties with setbacks and open space for investor Profits using a
JPA and floating a bond to pay for it.What Changed in our Policy to Fight Overdevelopment that was the
main point in all your runs for City Council?
The Developer keeps stating that this project was fully approved,entitled, and shovel-ready. But now, due
to their finances,they do not have the funds to complete this project. So this comes back to you, our new
city representatives,for approval to float a bond to finance this development.As they have stated,this
bond will not come back to harm our city financially. However, allowing this project to move forward
without pushback will damage the reputations of those who approved it and were elected on their
promises to fight Overdevelopment. Most people are unaware of this development's scope and the fact
that it has increased in height and density; it is built out to the sidewalks with no setbacks or open space
and lacks landscaping. Most people can only realize the scope of a development like this until it is built,
and then we see the uproar.
The fact that this Developer does not have the funds to complete this project and is seeking the approval
of our newly appointed city council members to add a bond with a JPA now opens a point of negotiation—
a Negotiation we were left out of when the Newsom Threesom, Posey, and Delgleize approved this.
Negotiations are a give-and-take exercise to give a little to gain some favor and achieve a better position
for the city you represent. I am confused about how this bond might affect our city, as all bonds carry
risks. It may not affect us financially if they fail, but an incomplete project may sit for years until our
demands are met, and that is a consequence we can use to better the scale and scope of this project.
I am also confused by their assessment of our tax position. Based on the current property,they state that
we currently get only$22K in taxes.And then state we will now get$240K a year?Are they using a bait-
and-switch tactic from the net tax we get and comparing it to the gross tax to inflate the numbers to look
better?
My whole point is that we were stuck by a former city council decision to increase density and height, lack
setbacks, and a loss of open space,forcing these developments down our thoughts.This new
development and the need for a JPA and Bond opens the door to Negotiations that should include
setbacks and a less dense project. I do not know what changed our opinions on using JPAs and non-
profits to build what benefits the Developer's profits. Still, I am against this wholesale idea of demolishing
property to add higher-density developments in there place at the cost of overcrowding and congestion.
This project has little benefit beyond investors'and-developers'profits.
I realize we are Late to the Party on this development, but I now see an opening for Negotiations. I don't
know how it slipped by us. (I check the city's webpage on Major Projects monthly and saw nothing.) But
as we saw when the Elon was finished,all hell broke loose on that project. Remember where the Elon
Sits? It was an office and retail complex with only two stories and lots of open parking space, much like
this space.
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From: Fikes,Cathy
To: 5uoolementalcommesurfcity-hb.orq
Subject FW:Questions regarding Agenda Item no#15.24-862 The Marisol Development.
Date: Monday,February 3,2025 10:59:33 AM
From: larry mcneely<Imwater@yahoo.com>
Sent:Sunday, February 2, 2025 12:06 PM
To:CITY COUNCIL(INCL. CMO STAFF)<city.council@surfcity-hb.org>
Subject:Questions regarding Agenda Item no#15. 24-862 The Marisol Development.
The last sentence of the'Recommended Actions'for this agenda item states, "to Benefit Marisol LLC."
What, if any,were the Benefits that were given to Marisol LLC to complete this project and get it passed?
1.What was the original zoning of this property?Was there a,zoning change given to Marisol LLC to
Benefit them?What designation does the General Plan have on this lot?What was the original zoning for
this property?
2. Were any Variances or Allowances allowed or given to Benefit Marisol LLC?Were there any other
Deviations given in this approval to Benefit Marisol LLC?
3.What is the acreage of this plan's area of development?What is the number of units to be built per
acre by the area being developed and excluding the area total unaffected?Where does it fall under High
Density, Medium Density, etc?What classification was this property designated as before this
development: Residential, Commercial, Industrial, or Infrastructure?
4. It has been claimed that this project falls within the 1.5 FAR required ratios. Was this calculated by the
total square feet of the total property or total acreage?Or was this FAR Calculated only within the area
being developed? Is it reasonable to include the total area under this plan that provides for the areas
outside the development parameters, or is this calculation based only on the location of this new
development that required city approvals?
5. Under our current zoning and building codes and requirements on this development,what are the
required setback requirements?What are the parking requirements needed for an apartment
development of this size?Were these requirements met?Were any allowances made"to Benefit Marisol
LLC?".
6. On their In Pilot In-Lieu Tax scheme that is described to make our city whole, Is this based on the
taxable income of the total property before this development excluding all the new development of the
200 plus new units?When this was discussed at the Study Session on Jan,17th when the developer
stated that we were currently collecting$22K in taxes and that with this project approval,we would be
collecting$240K a year,were these numbers shewed as one showing the net tax revenue and one
showing the total revenue portion our city collects?Are these so-called not-for-profit units being taxed or
taxed at the same rate as any other development project?Are we collecting our fair share of taxes to
cover the cost of services required for the scale of development?Do these"In Lieu Fees and this Pilot
Program" Really make us Whole?
7.Was an Environmental Impact Study or a Traffic Study Required for this project?We know this will
significantly impact an already congested area of our community,which we all suffer from during peak
traffic hours. .
8. It was stated at the Study Session, "This is the proper way to use JPAs."Can you expand on the use of
JPAs when it comes to development projects when adding density to our already congested"Built Out,
Fully Developed City"that the Mayor Tony Stickland made statements on during his ten-year?While we
face seasonal water shortages and restrictions on our energy use,when will using a JPA influence these
issues to lessen the impacts?
9. Last, they used"Not Profit Development"because, as they stated, it only came about due to market
conditions and financing issues. Will we be duped by this statement,"Not For Profit Venture?"Anyone
can get a 501 c3. Does this mean the developers will not profit from this development?You can bet they
would not be going through this effort if no profits were to be made.And Lastly,will they be required to set
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aside a portion of this development for low-income, or will the use of Lieu Fees come into play so the
money can be spent elsewhere like we have seen in the past supporting the homeless druggies to enable
their activities rather than providing affordable homes as required by the In Lieu Mandate?
From what I can see and from these many questions, it appears that many"Benefits and Considerations
were given to the Benefit of the Marisol Development."What Benefits Will Our Community Receive from
This Development?During the Study Session,we saw how these developers made the rounds to each
city council member to make a case for their"Beautiful Facility,the Nices Facility Built"for their"Better
Looking Upscale Project""while investing significant dollars in renovating and improvements on the
existing buildings on a project Not in the Best of Shape"Really?were there any code violations on record
they can point us to?
These questions are not geared toward any one City Council Member but to all Seven Members. Feel
free to answer any questions; individual responses would better gauge your commitment to this project.
Regardless, I would like answers before this comes before our city council for a vote. If this timing is too
short to fully answer these questions that will be made public to inform the public interest adequately, I
suggest you table this vote until these questions can be addressed.
I want to Thank Each of You for your time and cooperation in addressing these questions for the"Benefit"
of our community.
Larry McNeely 2/2/2025