HomeMy WebLinkAboutMarisol HB, LLC - 2025-02-18 n
a\\ 7iNGT0y-, H nttiing onlBeach Street,CA
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92648
- .= City of Huntington Beach
9y o 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 Agreement
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 CaIPFA, 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
CaIPFA. 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 CaIPFA, a joint exercise of powers authority, so that the
CaIPFA can issue bonds to finance a project located within the City. Becoming a member of the
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File#: 25-088 MEETING DATE: 2/18/2025
CalPFA does not subject the City to any liability or obligations. In accordance with Section 12 of the
CaIPFA 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 CalPFA.
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) 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
(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. 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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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 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 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 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.
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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
* 411: t6i/0
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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
-
NOTtCE OF PUBUC HEARING
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STATE OF CALIFORNIA, 'taxableorta*exempt;se'not°drsuhordinate fromtimeitoherapursuamttoaplanof
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not a party to or interested in the above entitled matter. I The wilt.constitute spe ar limit o5ltgaans of the Au r r gable:
ealetyfromamounts eived4ihe.Autboilypursuanf iloanagrnementbetween
am the principal clerk of The Orange County Register, a ittla:nutharupandtheBonswwer Tire nywrnnolissuethellonds.norwal>tepiy;;
newspaper of general circulation, published in the city of nottnx5tat t m4(ra ar�liahttrtyr paa�f meeonaso4l,e �
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the Superior Court of the County of Orange, State of time attire Publlcilearing,submit written comments to thelñtertnt Chief Rnahcial
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printed copy, has been published in each regular and Piibished'February11,2 28
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.
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Interested person tiles an Woott n ro the petition Rules.vf ei t Placed n bpplY le leX oc7brt•'Fa tun(.PUN mr So iMNao,a. Potae r
and shows-good.couse why the court should not la fit smell mixer may result =Mho a t'teNrrf edla9 mmw/rkm'M!a
grant".Aatorih. defendant Il/nor:o[ portal theta as. Carte Y'IMr/nldtmc/d. M rJ'
A HEARINGannleaellflbn will be.beid on 'Ihe Cenral ins In I 1 rele°Mr has iM leftoWn9 Centro
a Ando uee osCoe .de
March 3;20Haf 1400- in Deb}.CM0{ Defendant! Ce,'tad not Woof=d:Alberta Cho et: a/Nro/Kb M mneedeae CmdOW
located at Coda MesaJustkr CaflCompka Vahan Chan:ie Gamtmfinga Cisaokor'ill Rank.NWm7 (rplA ale/@aaMIindoor/CV. CPEGISTEn Cliff
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a tome Courrb:baHlte of The SUPeNer Court M Shl:Nelms Venus:)Heir°Worm rim.Wang;exmc/dn M pTaa'M'arolap S/rn
California-Carnival Oano0 fhrtCJfocwurts,orafr Ltauan Wm Yoram Jiayi XI"Yu kw Gan 7Jpnw_„. respu„ .„.
1a appearr remeteir for Probs.ate HOring6 and.for file 2 'Mmun o end 2nangslna2hme r5 r b Gate:re 1
Con�nOte utine ling unable to nnect mu tcno rremve monee l�te�entreatedeve vau In any a.Defendant
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NOTICE OF PBTRION TO Ta a odd and 1 Icanone
ADMINISTER TURNER' a.aae......prahMSmov. tinter wi outon at attorney.attorney.
WILLIAM M.T 7•PIS 7Nrnm ratooveRa hambor000roian Haonnpaetle en of 104/,0 -money et cot "°
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THE PETITION
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Estates Act.(Thin iherily ilyi II 411e personal gpA NOE COUNTY REOISTER "* L
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)4
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 HE,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 HB, LLC (the `Borrower"), 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 (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 day of Febru.
025.
Mayor
REVIEWED AND APPROVED: APPROVED AS TO FORM:
AL) City Manager Vier City Attorney
INITIATED AND APPROVED:
Chief Financial Officer
4
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
Xliatot *Or
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 DIRCTING
EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT REIf,1�TING TO
THE CALIFORNIA PUBLIC FINANCE AUTHORITY AND APPROVING THE
ISSUANCE BY THE CALIFORNIA PUBLIC FINANCE AUTHORI7 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 of 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"Authority"), for the purpose of promoting
economic, cultural and community developme s 'and in order to exercise any powers
common to the Members, including the iss • • 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 t - public benefit that the City become a Member of the
Authority in order to facilitate t - promotion of economic, cultural and community
development activities in the Ci ;, including the financing of projects therefor by the
Authority; and
WHEREAS,there is 'ow before this City Council of the City (the "City
Council")the form of the eement; and
WHEREAS,MFisol HB,LLC (the"Borrower"),the sole member of which is
The Bluhm Family Fo ndation, an organization described in Section 501(c)(3) of the
Internal Revenue Cgde of 1986, as amended (the"Code"),has requested that the
California Public{Hance Authority (the"Authority") provide for the issuance of qualified
501(c)(3)bonds s defined in Section 145 of the Code, in one or more series,taxable or
tax-exempt, se 'or or subordinate,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
located at 2120 Main Street, Huntington Beach, CA, 92648; (2) pay capitalized interest
on thi Bonds; (3) fund one or more debt service reserves if deemed necessary; (4) fund
rela(ed 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 ,,/
/
f.
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 ,i
territorial limits of the City; and ,r"
WHEREAS,the City Council is the elected legislative body of the City and W he
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 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 thyCity 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 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 Counci derstands that its actions in holding this public
hearing and in approving this Reso 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 1 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 follo s:
SECTION . The City Council hereby approves the Agreement, and the Mayor
or the designee t reof is hereby authorized and directed to execute said document, and
the City Clerk r such Clerk's designee is hereby authorized and directed to attest thereto.
SE ION 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 ity for the purpose of(a) Section 147(f) of the Code by the applicable elected
repr sentative of the governmental unit having jurisdiction over the area in which the
P ject 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.
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 21 I00, 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 planninVapproval,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 Oils meeting is hereby approved, and
the Mayor,the Mayor Pro Tern,the Acting City Manger 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/ally said form,with such changes,
insertions and omissions therein as the Authori d 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 th execution and delivery thereof.
SECTION 6. This Resolution hall take effect from and after its passage and
approval.
PASSED AND ADOP D by the City Council of the City of Huntington Beach
at a regular meeting thereof -ld on the 4th day of February, 2025.
• Mayor
REVIEWED P APPROVED: - APPROVED AS TO FORM:
Ci Manager City Attorney
INITIATED AND APPROVED:
Chief Financial Officer
3
24-15716/363851
RECORDING REQUESTED BY:
First American Title Insurance Company
WHEN RECORDED,MAIL TO:
Marisol HB, LLC
900 N. Michigan Avenue, Suite 1600
Chicago, IL 60611-1575
APN: 023-631-01 (Space above this line for Recorder's use only)
Dated [ ],2025
PAYMENT IN LIEU OF TAX AGREEMENT
between
CITY OF HUNTINGTON BEACH
and
MARISOL HB,LLC
Relating To The Real Property Located
At 2120 Main Street In The City Of Huntington Beach,
Orange County,California
AMERICAS 128818535
Table of Contents
Page
Article I TERM 2
Section 1.01 Tenn. 2
Section 1.02 Recordation. 2
Article II REPRESENTATIONS AND WARRANTIES 2
Section 2.01 Representations of and Warranties by the City. 2
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 Priority 5
Section 3.05 Annual Assessments 5
Section 3.06 Books and Records 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 8
Section 5.11 No Recourse. 9
AMERICAS 128818535 (i)
PAYMENT IN LIEU OF TAX AGREEMENT
THIS PAYMENT IN LIEU OF TAX AGREEMENT (the"Agreement") is dated as of
L-1,2025, (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 having its principal place of
business at 900 North Michigan Avenue, Suite 1600, Chicago,.Illinois 60611 (the "Company").
The City and the Company are sometimes referred to individually herein as a "party" and,
collectively, as the"parties."
WITNES SETH:
WHEREAS, the Company intends to become the owner of 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 (the "Project Site");
WHEREAS, the Company intends to develop a portion of the Project Site into a senior
living community consisting of approximately 214 senior living units (the Project Site, as it may
be developed from time to time is referred to herein as the"Property");
WHEREAS,the Company expects to finance the purchase and development of the Project
Site with proceeds of tax-exempt bonds ("Bonds") to be issued by the California Public Finance
Authority;
WHEREAS, at the Company's request,the City Council of the City held a public hearing
and gave its limited approval ("TEFRA Approval") of such Bonds, as required by the Tax Equity
and Fiscal Responsibility Act;
WHEREAS, pursuant to Section 214(f) of the Cal. Rev. & Tax Code (the "Statute"),
property used exclusively for housing and related facilities for elderly or handicapped families, at
which supplemental care or services designed to meet the special needs of elderly or handicapped
residents are provided,and that is 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 Board for 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");
WHEREAS, 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
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. This 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 II
REPRESENTATIONS AND WARRANTIES
Section 2.01 Representations of and Warranties by the City. The City does hereby
epresent,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
AMERICAS 128818535 2
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 the Company and its
member, the Company has been duly authorized to execute, deliver and perform this Agreement
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 performed under
and pursuant to this Agreement by (and the execution, delivery and performance of this
Agreement,the consummation of the transactions contemplated hereby and the fulfillment of and
compliance with the provisions of this Agreement will not conflict with or violate or constitute a
breach of or a default under) the terms, conditions or provisions of its articles 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 evidence of indebtedness or any other
agreement or instrument to which the Company is a party or by which 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 on its part to be performed under and
pursuant to this Agreement will be in conflict with or result 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 the property 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 law).
(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 all federal, 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 exemption 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 Property during 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
payment 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
l
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,including
but not limited to sales and use taxes, utility users taxes and/or transient occupancy taxes
("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 Priority.The Company shall not participate in the issuance of Bonds issued
pursuant to the TEFRA Approval unless the applicable agreements pursuant to which the Bonds
are issued acknowledge that the PILOT Payments will have priority over payments with respect
to the Bonds.
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
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
AMERICAS 128818535 5
(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. With respect to an Event of Default under
Section 4.01(a), any unpaid PILOT Payments or Additional PILOT Payments shall bear interest
at the rate that would have accrued on such payments had the Property Tax Exemption not been
granted with respect to the PILOT Payments or had the additional fee or tax exemptions not been
granted with respect to the Additional PILOT Payments, as applicable.
(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, certificates 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 given (1) when delivered in person or by courier
at the applicable address stated below, (2) when delivered by nationally recognized overnight
delivery service, such as Federal Express or UPS, (3)three (3) business days after deposit in the
United States by United States mail (registered or certified mail, postage prepaid, return receipt
requested,properly addressed), or(4) when delivery is refused by the addressee, as evidenced by
the affidavit of the person who attempted to effect such delivery.
(b) Addresses. The addresses to which notices, certificates and other
communications hereunder by the City or the Company shall be sent as follows:
IF TO THE COMPANY:
Marisol HB,LLC
c/o Bluhm Family Foundation
900 N.Michigan Avenue, Suite 1600
Chicago, IL 60611-1575
Attn: Andrew G.Bluhm and Amy Close
WITH A COPY TO:
White& Case LLP
111 South Wacker Drive
51st Floor
Chicago, IL 60606-4302
Attn: Eugene J.M. Leone,Esq. (Re: 1750895-0078)
IF TO THE CITY:
City of Huntington Beach
AMERICAS 128818535 7
2000 Main Street
Huntington Beach, CA 92648
Attn: City Manager
WITH A COPY TO:
Kutak Rock LLP
5 Park Plaza, Suite 1500
Irvine, CA 92614
Attn: Cyrus Torabi,Esq. (Re: 76517-1)
(c) Change of Address. The City or the Company, by notice given hereunder,
designate any further or different addresses to which subsequent notices, certificates and other
communications shall be sent.
Section 5.05 Binding Effect. This Agreement shall inure to the benefit of, and shall be
binding upon,the City,the Company and their 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 otherwise affected by such holding or adjudication.
Section 5.07 Counterparts.This Agreement may be simultaneously executed in several
counterparts, each of which 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 by email:in PDF.
Section 5.08 Applicable Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of California, without reference to its conflicts of
law principles.
Section 5.09 Entire Agreement. This Agreement is intended by the parties as the final,
complete and exclusive statement of the transactions evidenced by this Agreement. All prior or
contemporaneous 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
except by a written instrument describing such amendment or modification executed by City and
the Company and duly recorded.
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.
AMERICAS 128818535 8
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 such 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 therefrom 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:
APP OVED AS TO FORM
CITY OF HUNTIJ GT0N BEACH
BY: MICHAEL J.VIGLIOTTA
Name: Pat Burns City Attorney
Title: Mayor
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 CALIFORNIA )
) ss.
COUNTY OF Trion e )
On c A ip ( 25T' 202i ,before me, DU►�yl`t_..�W 1t2G�/ , a Notary Public in
and for said st ,personally appeared IPA 6Urns , who proved to me on the
basis of satisfactory evidence)to be the person* whose name00 is/aye subscribed to the within
instrument and acknowledged to me that he/slxfr/tbey executed the same in his/hMr/their
authorized capacity(js), and that by his/Iyer/tbbeir signature) on the instrument the person( , or
the entity upon behalf of which the person* acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public in and for said State
My commission expires: atew►'Y42- 2.O23—
[Signatures continue on the followin a e DONNA SWITZER
g p g � w nge Notary Public-California
I,A`Z,„t'4, Ora County
.P /- Commission N 2470457
•• My Comm.Expires Nov 9,2027
AMERICAS 128818535
kn 128811155'
MARISOL FIB,LLC,
a California limited liabili ompaitg
B : ia
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Y
Name: Pthd'- Cj1. tit°V1M Title: pt vii,or\ 11110.k0ra_
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 i,, )
) ss.COUNTY OF l/OOK)
On Z/11//0 2 5 ,befor mf,Liviit,o �layt,P,,t4otitI� ,a Notary Public in
and for said state,personally appeared Al(i1 G kwI ,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 PERIL under the laws of the State of 01 U 01 S that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public in and for said State
`-'"'• OFFICIAL SEAL �1w
�1* LINAAY MA l SHAHIN �GY/���r� '� ZQZ�
Notary Public,state of ininois My commission expires:
l // Commission No.987154
My Commission Expires
/�F�ebrr�u�sry116, 2028
[End of Signatures)
0°1k:11........ CITY OF
- HUNTINGTON BEACH
-F000..r 0\:.,/ Lisa Lane Barnes I City Clerk
•
February 26, 2025
Greg Blonde
Orrick, Herrington & Sutcliffe LLP
1140 SW Washington St. Suite 500
Portland, OR 97205
•
Dear Mr. Blonde:
Enclosed is the partially executed original Payment In Lieu of Tax Agreement between the City
of Huntington Beach and Marisol HB, LLC, approved by City Council on February 18, 2025, for
final execution and recordation by Marisol HB, LLC.
Upon final execution, please provide a fully executed, recorded copy to:
City of Huntington Beach
City Clerk's Office
Attn: Donna Switzer, Senior Deputy City Clerk
2000 Main Street, 2"d,Floor
. Huntington Beach CA 92648
Your attention to this matter is greatly appreciated.
y,114:14te,
Lisa Lane Barnes
City Clerk
RE:ds
Enclosure
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Dated February 18,2025
PAYMENT IN LIEU OF TAX AG ' MENTI
between
CITY OF HUNTIN' TON BEACH
d
M i SOL HB,LLC
Rela g To The Real Property Located
At 2120 M, n Street In The City Of Huntington Beach,
Orange County,California
1 4 TD: Confirm with the Title Company(First American)that the Agreement is in proper form for recordation.
AMERICAS 128818535
Table of Contents
Page
Article I TERM 2
Section 1.01 Term. 2
Section 1.02 Recordation. 2
Article II REPRESENTATIONS AND WARRANTIES 2
Section 2.01 Representations of and Warranties by the City. 2
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 Nytice 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 • •reement. 8
Section 5.10 Defin:: Terms Error! Bookmark not defined.
Section 5.11 No 'ecourse. 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
[_],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 having its principal place of
business at 900 North Michigan Avenue, Suite 1600, Chicago, Illinois'60611 (the "Company").
The City and the Company are sometimes referred to individually herein as a "party" and,
collectively, as the "parties."
WITNES SETH:
WHEREAS, the Company intends to become the owner of 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 (the "Project Site");
WHEREAS, the Company intends to develop a portion of the Project Site into a senior
living community consisting of approximately 214/senior living units (the Project Site, as it may
be developed from time to time is referred to her in as the "Property");
WHEREAS,the Company expects to 'nance the purchase and development of the Project
Site with proceeds of tax-exempt bonds to b,- issued by the California Public Finance Authority;
WHEREAS, at the Company's r;•uest,the City Council of the City held a public hearing
and gave its limited approval of such t.'-exempt bonds, as required by the Tax Equity and Fiscal
Responsibility Act;
WHEREAS, pursuant to 'ection 214(f) of the Cal. Rev. & Tax Code (the "Statute"),
property used exclusively for ho ing and related facilities for elderly or handicapped families, at
which supplemental care or se ices designed to meet the special needs of elderly or handicapped
residents are provided, and th- is owned by an entity that is organized and operated for charitable
purposes, shall be exempt fr•m the payment of property taxes;
WHEREAS, the .ole member of the Company is The Bluhm Family Foundation, a trust
that is recognized by t i- Internal Revenue Service as a tax-exempt organization under Section
501(c)(3) of the Inte' al Revenue Code ("IRC"), and that intends to apply to the California
Franchise Tax Boar• or recognition as a tax-exempt charitable organization under Section 23701d
of the Cal. Rev. Tax Code ("RTC"), and to obtain an Organizational Clearance Certificate
("OCC") from California Board of Equalization("BOE");
WHE!I AS, the parties acknowledge that the Company intends to obtain an OCC from
the BOE and : ually file Form BOE-267,Claim for Welfare Exemption,with the Orange County
Assessor ( e "Assessor") in order for the Property to become exempt from the payment of
property es; and
HEREAS,the City and the Company have agreed to enter into this Agreement whereby
the •mpany agrees to make certain PILOT Payments (as defined below) to the City (or its
des'a ee).
AMERICAS 128818535
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency • which
are hereby acknowledged,the parties agree as follows:
ARTICLE I
TERM
Section 1.01 Term.The term of this Agreement shall commence .: of the Effective Date
and shall terminate upon the earlier of (i) twelve (12) months from •e Effective Date if the
Company has not acquired the Property during such 12-month period, • (ii)the date of sale of the
Property by the Company to a purchaser that is not exempt from tax • der IRC Section 501(c)(3)
or RTC Section 23701d or wholly-owned by such an entity.
Section 1.02 Recordation. Promptly following. th; Company's acquisition of the
Property, this Agreement shall be recorded against the Pro•-rty. This Agreement shall run with
the land and be binding upon and shall inure to the be -fit of the parties and their respective
successors and assigns. Upon the sale of the Property b e Company to an entity that is exempt
from tax under IRC Section 501(c)(3)or RTC Section 3701d or wholly-owned by such an entity,
the Company shall be released of all obligations her- • der, and the purchaser of the Property shall
be deemed to have assumed and become liable for . 1 of the obligations of the Company hereunder.
ART CLE II
REPRESENTAT I NS AND WARRANTIES
Section 2.01 Re•resentations i f and Warranties b the Ci . The City does hereby
represent, warrant and covenant as fol •ws:
(a) Power. The • ty is a charter city and municipal corporation of the State and
has the power under the laws of e State to enter into this Agreement and to perform and carry
out all covenants and obligation.. on its part to be performed under and pursuant to this Agreement.
(b) Author zation. By proper action on the part of its City Council,the City has
duly authorized the executi• ,delivery and performance of this Agreement and the consummation
of the transactions herein ontemplated.
(c) f onflicts. The City is not prohibited from entering into this Agreement and
discharging and pelf, ing all covenants and obligations on its part to be performed under and
pursuant to this Ag ement by any order,judgment, or decree of any court.
(d Valid Obligation. This Agreement is a valid and binding obligation of the
City, enforceab - against the City in accordance with its respective terms.
Secti 1 1 2.02 Representations of and Warranties by the Company.The Company does
hereby repr-sent,warrant and covenant as follows:
(a) Power. The Company is a limited liability company duly organized and
validly -xisting under the laws of the State of California, is duly qualified to do business in the
State f California, and has the power under the laws of the State of California to enter into this
AMERICAS 128818535 2
Agreement and to perform and carry out all covenants and obligations on its part to be •erformed
under and pursuant to this Agreement.
(b) Authorization. By proper action on the part of the C► pany and its
member, the Company has been duly authorized to execute, deliver and perfo • this Agreement
and to consummate the transactions herein contemplated.
(c) Conflicts.The Company is not prohibited from ente ' g into this Agreement
and discharging and performing all covenants and obligations on its p•. to be performed under
and pursuant to this Agreement by (and the execution, delivery and performance of this
Agreement, the consummation of the transactions contemplated her:•y and the fulfillment of and
compliance with the provisions of this Agreement will not confli with or violate or constitute a
breach of or a default under) the terms, conditions or provision- of its articles of organization or
operating agreement, or any other restriction, law, rule, regul• ion or order of any court of other
agency or authority of government, or any contractual 1. itation, restriction or outstanding
indenture, deed of trust, mortgage, loan agreement, other -vidence of indebtedness or any other
agreement or instrument to which the Company is a p• or by which the Company or any of its
property is bound, and neither the Company's enteri : into this Agreement nor the Company's
discharging and performing all covenants and obli:,tions on its part to be performed under and
pursuant to this Agreement will be in conflict wi or result in a breach of or constitute (with due
notice and/or lapse of time) a default under • of the foregoing, or result in the creation or
imposition of any lien of any nature upon any f the property of the Company under the terms of
any of the foregoing,and this Agreement is t • legal,valid and binding obligation of the Company
enforceable in accordance with its terms, : cept as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting
creditor's rights generally and by gener• principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or -,t law).
(d) Government, Consents.No consent,approval or authorization of,or filing,
registration or qualification with, , y governmental or public authority on the part of the Company
is required as a condition to • - execution, delivery or performance of this Agreement by the
Company or as a condition to e validity of this Agreement.
(e) Lie .. No liens have attached to or been filed against the Company or the
assets of the Company in '.vor of any governmental or private entity,and no judgments have been
entered against the Co •any 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.
(: No Material Litigation. There is no pending or threatened action, suit,
proceeding or • aim affecting the Company, or any of its assets, before any court, governmental
agency or ar itrator which may materially adversely affect the assets, properties, condition
(financial o otherwise) or operations of the Company.
(h) Criminal Actions. There are no criminal actions, suits, demands, claims,
hearin:•, or notices, notices of violation, potential liabilities, investigations, or proceedings
pendi•g 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 . y
agreement, instrument or contract to which it is a party or by which the Company or any s its
assets or properties are bound.
(j) Taxes. The Company has filed or caused to be filed all federal state and
local tax returns which are required to be filed, if any, and has paid or caused to be •.id all taxes
as shown on its returns or on any assessment received by it in writing,to the extent at such taxes
have become due. The Company has no actual knowledge of any claims for pa- due taxes upon
its assets or properties.
ARTICLE III
PILOT PAYMENTS
Section 3.01 Tax-Exempt Status of the Property. The .arties hereby acknowledge that
the Company will operate the Property, and take such other a ons as it may deem necessary in
its sole discretion, in order to claim the maximum exemptio available for the Property under the
Statute. The parties further hereby acknowledge that the • sessor is responsible for granting any
such exemption, in whole or in part, if any. Any such : t by the Assessor is referred to herein
as a "Property Tax Exemption." The City will not o. .ose the Company's efforts to obtain and
preserve the tax-exempt status of the Property durin: the term of this Agreement.
Section 3.02 Pa ments In Lieu Of Ta es.
(a) A:reement to Make P. ments. To the extent that, and so long as, a portion
of the Property is entered upon the assess ►ent rolls as exempt, the Company agrees that it shall
make payments in lieu of property taxes o the City at the times and in the amounts hereinafter
provided in Section 3.02(b) hereof, if . y, with respect to the Property (each such payment, a
"PILOT Payment"and collectively, ILOT Pa ments").
(b) Amount of 'a ments in Lieu of Taxes. The PILOT Payment shall be paid
by the Company to the City on t e same schedule that property tax payments would otherwise be
due but for the Property Tax E emption(i.e., for the 2025 fiscal year, the first installment will be
paid on November 1, 2025 • d the second installment will be paid on February 1, 2026). The
PILOT Payment shall be e' al to the City's portion of property taxes that would have otherwise
been due to the City but f'r 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 Exempt'.n. For the avoidance of doubt, the Non-Exempt Taxes (as defined below)
will not be included n the PILOT Payment.
(c Non-Exempt Portion. If a portion of the Property remains subject to the
payment of pr. •erty taxes as determined by the Assessor, then the Company shall pay to the
applicable t. ng entity (rather than directly to the City) when due such property taxes ("Non-
Exem.t T. s") for the non-exempt portion of the Property.
(d) Time and Method of Payments. The obligation of the Company to make the
PILOT 'ayment pursuant to this Agreement with respect to the Property shall commence on the
Effec' ve 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 " ompany's
initial claim for tax exemption for the Property has been granted by the Assessor. 'ayments by
the Company hereunder shall be made to the City by check in lawful money of e United States
of America or by electronic transfer of funds, as the Company may elect. The ompany shall be
entitled to receive receipts for such payments.
Section 3.03 Additional PILOT Payments.If the Company is - igible for additional tax
or fee exemptions with respect to other taxes or fees payable by the Co •any to the City,including
but not limited to sales and use taxes, utility users taxes and/o transient occupancy taxes
("Additional Exempt Taxes and Fees"),then,to the extent the Com,.any actually receives such tax
or fee exemptions, the Company shall pay to the City an amoun ("Additional PILOT Payment")
equal to the City's portion of such Additional Exempt Taxes d Fees not paid by the Company
on account of its tax or fee exempt status that would have o erwise been due to the City. Such
Additional PILOT Payments shall be made on the same sc-edule that the applicable tax payments
would otherwise be due but for the exemption granted rom the Additional Exempt Taxes and
Fees.
Section 3.04 Reserved.
Section 3.05 Annual Assessments. I any portion of the Property is not subject to an
annual assessment because it is subject to the 'roperty Tax Exemption,the Company will request
that the Assessor provide what would hav- been the assessed valuation of such portion of the
Property annually as though such porti• of the Property was not subject to the Property Tax
Exemption.
Section 3.06 Books and ' •cords. 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 methodol%gy used to calculate the amount of such payments, such as, by
way of example and not excl :ively, the property tax statement delivered to the Company by the
Assessor for the Property or ether indicia of the Property's assessed value reasonably acceptable
to the City.
ARTICLE IV
EVENTS OF DEFAULT
Sectio• 4.01 Events Of Default.Any one or more of the following events shall constitute
an event of efault under this Agreement(an"Event of Default"):
(a) Failure of the Company to pay or perform any of its obligations under this
Agree ► -nt within thirty (30) days after notice of such failure; provided, however, in the event of
a no monetary default, if such default cannot reasonably be cured within such thirty (30) day
pe 'a d, and if the Company shall have commenced to cure the breach of covenant, condition or
a. eement within this thirty (30) day period and thereafter diligently and expeditiously proceeds
ta cure the same, such thirty (30) day period shall be extended for so long as the Company shall
equire in the exercise of due diligence to cure such default; or
AMERICAS 128818535 5
(b) Any representation or warranty by the Company contained in t' s
Agreement shall prove to have been false or incorrect in any material respect as of the Effe•tive
Date.
Section 4.02 Remedies On Default.
(a) General. Whenever any Event of Default shall have occurr;• with respect
to this Agreement,the City may take whatever action at law or in equity as may .ppear necessary
or desirable to collect the amount then in default or to enforce the performanc. and observance of
the obligations of the Company under this Agreement. With respect to an ent of Default under
Section 4.01(a), any unpaid PILOT Payments or Additional PILOT Pay.•ents shall bear interest
at the rate that would have accrued on such payments had the Prope ax Exemption not been
granted with respect to the PILOT Payments or had the additional fe. or tax exemptions not been
granted with respect to the Additional PILOT Payments, as applic. ale.
(b) Separate Suits.Each such Event of Defa shall give rise to a separate cause
of action hereunder and separate suits may be brought here :er as each cause of action arises.
Section 4.03 Pa ment of Attorne 's Fees an x.enses. If the Company defaults in
performing any of its obligations under this Agreeme and the City engages outside counsel or
incurs other expenses in connection with the collect'.n of any amounts payable hereunder or for
the enforcement of any such obligations,the Com!: y will promptly pay to the City, not only the
amounts adjudicated to be due hereunder,togeth, 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 an. disbursements so incurred, whether or not an action
is commenced.
Section 4.04 Remedies. Wai •r And Notice.
(a) No Remed clusive.No remedy herein conferred upon or reserved to the
City is intended to be exclusive • any other available remedy or remedies, but each and every
such remedy shall be cumulativ- and shall be in addition to every other remedy given under this
Agreement or now or hereafte, existing at law or in equity.
(b) Dela, .No delay or omission in exercising any right or power accruing upon
the occurrence of any Ev. t of Default hereunder shall impair any such right or power or shall be
construed to be a waive thereof, but any such right or power may be exercised from time to time
and as often as may b, deemed expedient.
(c) Notice Not Required. In order to entitle the City to exercise any remedy
reserved to it in 's Agreement, it shall not be necessary to give notice, other than such notice
required in this ' greement.
(d) No Waiver. In the event any provision contained in this Agreement should
be breach- by any party and thereafter duly waived by the other party so empowered to act, such
waiver s,all be limited to the particular breach so waived and shall not be deemed to be a waiver
of any .ther breach hereunder.No waiver, amendment,release or modification of this Agreement
shall .e established by conduct, custom or course of dealing.
AMERICAS 128818535 6
ARTICLE V
MISCELLANEOUS
Section 5.01 Development of Property. Notwithstanding the tax-exempt : atus of the
Company, the Company will develop the Property in accordance with all ordin. •ces, rules and
regulations of the City that would be applicable to the Property if the Compan were not a tax-
exempt entity.
Section 5.02 Form of Payments. The amounts payable under 's Agreement shall be
payable in such currency of the United States of America as at the time • payment shall be legal
tender for the payment of public and private debts.
Section 5.03 Amendments. This Agreement may not be ,ffectively amended, changed,
modified, altered or terminated except by an instrument in writi executed by the parties hereto.
Section 5.04 Notices.
(a) General: All notices, certificates o other communications hereunder shall
be in writing and may be personally served or sent by 'ourier service or United States mail and
shall be sufficiently given and shall be deemed give 1) when delivered in person or by courier
at the applicable address stated below, (2) when ,elivered by nationally recognized overnight
delivery service, such as Federal Express or UP (3) three (3) business days after deposit in the
United States by United States mail (registere• or certified mail, postage prepaid, return receipt
requested, properly addressed), or (4) when • ' ivery is refused by the addressee, as evidenced by
the affidavit of the person who attempted t• effect such delivery.
(b) Addresses. The .ddresses to which notices, certificates and other
communications hereunder by the Ci or the Company shall be sent as follows:
IF TO THE COMPANY:
Marisol HB,LLC
do Bluhm Family Fo 'dation
900 N. Michigan ANT; ue, Suite 1600
Chicago, IL 60611- 575
Attn: Andrew G. luhm and Amy Close
WITH A CO'Y TO:
White& •. e LLP
111 Sou Wacker Drive
51St Fl,or
Chic go, IL 60606-4302
A ► : Eugene J.M. Leone, Esq. (Re: 1750895-0078)
TO THE CITY:
City of Huntington Beach
AMERICAS 128818535 7
2000 Main Street
Huntington Beach, CA 92648
Attn: City Manager
WITH A COPY TO:
Kutak Rock LLP
5 Park Plaza, Suite 1500
Irvine, CA 92614
Attn: Cyrus Torabi, Esq. (Re: 76517-1)
(c) Change of Address. The City or the Compan , by notice given hereunder,
designate any further or different addresses to which subsequent otices, certificates and other
communications shall be sent.
Section 5.05 Binding Effect. This Agreement shal inure to the benefit of, and shall be
binding upon,the City,the Company and their respective •ccessors and assigns.
Section 5.06 Severability. If any article, s:ction, subdivision, paragraph, sentence,
clause, phrase, provision or portion of this Agreeme• shall for any reason be held or adjudged to
be invalid or illegal or unenforceable by any court '‘f competent jurisdiction, such article, section,
subdivision, paragraph, sentence, clause, phrase .rovision or portion so adjudged invalid, illegal
or unenforceable shall be deemed separate, d' tinct and independent and the remainder of this
Agreement shall be and remain in full forc- and effect and shall not be invalidated or rendered
illegal or unenforceable or otherwise affec -d by such holding or adjudication.
Section 5.07 Counterparts. 's Agreement may be simultaneously executed in several
counterparts, each of which shall be original and all of which shall constitute but one and the
same instrument. To facilitate exec ion of this Agreement,the parties may execute and exchange
counterparts by fax or by email i 'DF.
Section 5.08 A s s lic. le Law. This Agreement shall be governed by and construed in
accordance with the internal ,aws of the State of California, without reference to its conflicts of
law principles.
Section 5.09 E,tire A.reement. This Agreement is intended by the parties as the final,
complete and exclusiv statement of the transactions evidenced by this Agreement. All prior or
contemporaneous pr• ises, agreements and understandings, whether oral or written, are deemed
to be superseded • this Agreement, and no party is relying on any promise, agreement or
understanding no• set forth in this Agreement. This Agreement may not be amended or modified
except by a wri' en instrument describing such amendment or modification executed by City and
the Company • d duly recorded.
Se ion 5.10 Defined Terms. Capitalized terms used herein shall have the meanings
assigned o such terms herein, unless the context or use indicates another or different meaning or
intent.
AMERICAS 128818535 8
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 emp 6yee of either party or of
any successor thereto, or any person so executing this Agreement • der or by reason of the
obligations, covenants or agreements contained in this Agreement • implied therefrom; and that
any and all such personal liability of, and any and all such right and claims against, every such
member, officer, agent, servant or employee under or by reas• of the obligations, covenants or
agreements contained in this Agreement or implied therefro . are,to the extent permitted by law,
expressly waived and released as a condition of, and as a •nsideration for, the execution of this
Agreement by the parties.
(Remainder of Page eft 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: �o F°aM
CITY OF HUNTINGTON BEACH A91)1;
ovE° P
OSS
By. --/ /1 � M NP�S"� GNa45 cN
\U \G Y A oR ON 6P
Name: atBurns G Sv ��kAuS1
Title: Mayor
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 a, .ched, and not the truthfulness,
accuracy, or validity of that document.
STATE OF CALIFORNIA )
) ss.
COUNTY OF OIGp )
On feloYUovt �, 202.5 , before me, A)D , ./_ `� - a Notary Public in
and for said ste, personally appeared C. . .. , who proved to me on the
basis of satisfactory evidence)to be the per on(s) whose name(.e) is/are subscribed to the within
instrument and acknowledged to me that •e/fie/tJJey executed the same in his/lar/their
authorized capacity(i s), and that by hi - /their signatures)on the instrument the persons; or
the entity upon behalf of which the p= son(e) acted, executed the instrument.
I certify under PENALTY OF 'ERJURY under the laws of the State of California that the
foregoing paragraph is true an, correct.
WITNESS y hand and official seal.
Notary Public in and for said State
My commission expires: N 6Vtimhte rn 14
[Signatures continue on the following page]
ffi.7
^ ri,zo Orange County
Commission N 2:704527
My Comm.Expires Nov 9,2027
' CAS 128818535
MARISOL HB, LLC,
a California limited liability company
By:
Name:
Title:
A notary public or other officer completing this certificate verifies only - 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 )
) 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 person( whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/s /they executed the same in his/her/their
authorized capacity(ies), and that by his/her/ eir signature(s) on the instrument the person(s), or
the entity upon behalf of which the perso s) acted, executed the instrument.
I certify under PENALTY OF PE' I RY under the laws of the State of that the
foregoing paragraph is true and co- ect.
WITNESS my d and official seal.
Notary Public in and for said State
My commission expires:
[End of Signatures]
AMERICAS 128818535
EXHIBIT A
Legal Description of the Project Site
The Land referred to herein below is situated in the City of Huntington Beach, Coun,' of Orange,
State of California, and is described as follows:
Parcel A:
Parcel 1, as shown on that certain PARCEL MAP NO.2020-128,filed in t - office of the recorder
of the County of Orange, State of California on November 21,2022 as B ok 411 of Maps,Page(s)
22 through 30.
Parcel B:
Nonexclusive easements for surface ingress and egress p ► .ses as described in that certain
Declaration of Reciprocal Easement recorded August 12, 981 in Book 14178, Page 558, of
Official Records.
Parcel C:
Nonexclusive easements for pedestrian and vehicul., ingress and egress as described in that certain
document entitled "Access Easement Agreemen ' recorded October 09, 1984 as Instrument No.
84-416712, of Official Records.
APN: 023-631-01
AMERICAS 128818535
il
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__ _ Marisol HB LLC is seekingfinancingfor a
; ` - - I ': senior living community in Huntington
- = Beach, known as "The Marisol."
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• 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 H B,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, Llc And Certain Other
Matters Relating Thereto.
4
413
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From: Pat Goodman
To: CITY COUNCIL,(INCL.CM0 STAFF);suoolementalcommesurfcity-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 Date: 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 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 -
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.
25-088 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
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 6You have not heard from me bc„ I
have been supportive and appreciative of all you are doing. [5 QThank you for that extra time too.
Respectfully,
Kris Carroll
2
CONTINUANCE OF PUBLIC HEARING G; -
STATE OF CALIFORNIA ) r
COUNTY OF ORANGE ) SS cr,
CITY OF HUNTINGTON BEACH ) -� r
I, Lisa Lane Barnes, declare as follows: a S
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 CodedSecfriams.42450perjury,that I am employed
by the City of Huntington Beach,in the Office of the
City lerk and that I posted this public notice on the
g:\agendas\agmisc\Pubhear-Continued.doc
posting bui etii-board at the Civic Center on t l!-dI, a.m./
Date s
Signature
Senior Deputy City Clerk
2000 Main Street,
TiNcr°� Huntington Beach,CA
City of Huntington Beach 92648
9. PUBLIC HEARING
°otir�rv`"a°� 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
Subiect:
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 (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.
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 CaIPFA 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 CalPFA.
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.
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 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
powered by LegistarTm
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
powered by LegistarTM'
340
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. 0011716207
NEW YORK, NY 10022
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01/28/2025
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:January 28, 2025.
•
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A PETITION FORRROBATEhs been filed by CounleY sofMtivsubscrlotlm. T TURNER nheRPROBrCoSrtmtColeornl County
VERA In the SUourlarCouMofCalifarnlo.Coun1Y'ot AN In the SUmrlarCourloiCollbrnlo;County
ORANGE 8ds ae.des ram mfOv 11e00aJtL Paden Tlmb PoerllarT 141BLL 'TEE
TEE PETITION beITION PER PROBATE oorsoe l reetein imive Y BRA PETITION R PROBATE roRh oe Mat
odml• be tlappoinhmestate
ao e t enf.esantmlye to 1,0.IFECu may hasten detlathmg://commnpl.oelpJtol. BRAOLHY TURNER be stet sled 6 personal
Td PETITION
1 tq a Me-decedent. The CLntl'Reemm recedentivllw lo.ouFdnlaro m stole of ma
THE PETITION a admix m tlp probate.
will and Publtsbers.tia' .4..f22./0Ml113 THEThe PETITION requests authority 1 administer
rarryce� d II tlabl fore.amfnotim In P•S,Nm ^ PACIFIC aTERRAACE DRIVEL MISSION.famtamund^rrhelrt a n igtegi Ist inZgl
THE PETITIO hI es VI 0,CA9202 eprresentative ntto rase mans factions without
THE PETITION vaults nd n tAay to admtionof
1MelesAct dermeIMeendmtAtlm-11wpe personal
vry.iobtaining court actions.
oweveBefore taking certain
Est tesA lye to authority y y Ravine'without NOTILEOFT0.USTEE•S SALE ry.important ads uired to the natl.
to
ndti rote floes without rap pers will be required b clue notice to
obtainingtnl a t 1 Beforeactions rsonal OP INFORMATIOCIN0.I'ER EDLOBELOWI NOTATT CHEY ounnoInterestede 1 m ton IInd Independent
,e, dntetiv1 l n, u the notice to OP IOTNE NIAORDEDCOPYfiF THIS DOCUMENT ATTONLY cd terfim u pritywet gr ntedu ntlenf
4BOIMlu s ybese teh rodeo'OIVe ntica0r TOTH TOTHEOPIES PYOI TED TOTETRUS EMT TOR. in Administration p tartly wilMi granted Issorr
conseed Pesdanless eretlmv The Indpendenr TDTNELDPIE3PROVIOEDTOTNETRUSTOR. infd shows
lpgeen ills an tmapatIttarr
seMud I Ina d action.)The Independentof and tthea good muse why the court should not
admthlttr ten EMan bbeomto the unless anNOTE:THERE ISASUMMARY OFTHEI)ttEfORMATION IN THIS grant HEARING an
ihtereate4show rod EMS c to the not 'DOCUMENT ATTAC D ANEAR2023 al:20 PM in ep be hold a.
d ahow9 gaol -why Me van Should not ed1at COT 1•M0 SA U Dept Cats
aran AatARING on :'O:r 11ui!eR.WVAl, lo1)HARBORELloetn0TAMES n CA cefoa:earf
80at SUPSat ERl0R P COURT
Opp CMM Dw.aSis no SuCNigh-NW.COIOse,0C'Eiots 'OHOPa,aoln3Rb. lieN 4PR f Is byvi 00 unlit tlm0 Im00...d.tinder
located MSUPEAIGE.COSTMESA JUSTICE
a sl.UgnpvsorAuofl0000hiroN.5g61', N1mi ICESIna= plafi m.Thl yid.' ano.ca ervim In Ma
public.
OOUNTYOP.ORA COMPLEX
COSTS MESAJUSTICE s*• ¢tIHpG(ttA@41IR.te;Y'ICN.IUOv 51nOrA lP1 J8 MC TN1A1tfNti Go
othe Thlelsvrpcpst Su loor Court
CDMPLE% Cab if Me C rn t Oee.at The Superior Coun M
Site HARBOR Bnellie COSTA MESA,G 0000 IMPORTANT NOTICE TO PROPERTY OWNER CaliforniaCounty tOmntto(ryt,pJNaCou ry)
Tha OR p000•0 R i t000peviror YOU ARE IN DEFAULT. UNDER A DEED OF TRUST DATED ro P re romololY 1 ProovM h f Ps antl.M
hearirgbv jtl0a ingm nS�IOnWed video 09rJ�/2POS:UNLESS YOU TAKE ACTION TO PROTECT YOUR roles heain01 Nub lao If tech navpdHflCulty
PlaHvm.Peel,.bW cmi 1 0 the public.PROPERTY,IT MAY BE SOLO Al A PUBLIC SALE.IF YOU NEEDNee,a bean bfe romnne,wee„ sett
cebrrer„,, re of...neeT(0e ellebeeter5te.e.en AN EXPLANATION OF THE NATURE OF THE PROCEEDING prefer ton plea I perslartom i ahearing,
appear n the.
fo remote
beedesi for Probate evert^➢,and for AGAINST YOU,YOU SHOULDCONTACTA LAWYER IF TO fie t in day/Erne Set foryor hearin,
more henna instructions.If youhave difficulty Treat6r` FRANK J. eeLCee. AND ibee S, FALCONS. H.YOU DEJECT t0.the granting f the.petition,
h Ia' girl alaun-U27S onham r e eta NU50ANDAND WIPE,ASJOINTTENANTs You should pea f thenearing.and slate Your.
to.call rIR-o-8278 ro t fibs:If You OUIYAPpeihlea Trull Weft Pragvss7v,LLC alemlans9 all written o00000nsvelth thecRurt
s f OI71OBJECI-,4^; /ti nn mfbr p h.in,e. or t Recorded 01 as Instrument No.20Hesorter00 Morn0 a fie 1 DIT rr Pe.r.nW racy be In.
IF YOU OBJECT fa me granting of Ilse pet-ymu,A �^nS Colibmlw aIOI;RaeNs IntMaftlee of the Recorder of dP tteden�A CRfiD1TOP ¢cantlnC raw -she You should appear t the hearing And Si le your tea SC....Cailf m.stem PM uo�itre decedent,you must file Your claim
b.fecl,bee i writtenr.eeebereeeeltIll V court
In Place of Salo:ON THE FRONT STEPS TO THE ENTRANCE OF mutt
fthe iUdADhrretrrts mrlppimo her(1)
persce or by Your attorney. ORANGeANGE CIVIC CENTER, 70e E.CHAPMAN AVENUE,faurmmr leers me dneenoetsttsvwn,,,,,either
rl�5)
LIP YOU.ARE A CREDITOR e d contingent crediror ORANGE•CAW8Y too general.personal vPmsenrotive as defined In
f thedecedent.You must ail Y el ion with Me section 581s ef Inc California Probate Code,or
court ands lla copYt wi s al preseruanlvl EsdmmW amount a=Mid Wieners'reeeeold9 MImaW anti(2)El cars from the data V molting mane!
opoolnted bytheater,wimi Ilselater ot either(1)a^dolhrrCnaregt 81.26yplle delivery teYou of o notice under section or
of the
to a-enoml th l u�°f{y'rji vdoeffj^afoutotn THE TRUSTEE WILL SEL((,,AT PUBLIC AUCTION TO HIGHEST Califon,.. Probate egret.oral bet ewer's,mat etrem.
section SWb a Plis.California Probate Cade,or NIOOER FOR CASH.CASH'ER DRAWNCHECK CRAYON ON A.STATE OR your rights macre/tlos.YoUer vitiate crosuO.wBhm
(2)60 days tram the Iota m molting or petmnal NATIONAL BANK.A CIIE/f( BY A STATE OR FEDERAL ens amid me fie C':W tl Ian
Ce1110 I ta Probate Coda underaxlian Sa52ot Me CRESAVINGS'UNION.gAN A55UQATIONwA SAVNGS ASSOCIATIION OR Interested ittr ttteestat'e1,10yy0oo0uumayyCI are
Offer COlhamla aarolb oaf Nmlbuthpmf soy ROact ODE ANDAUTHORIZEDPECIITO DO BUSINESS IN TNI55TATENANCIAL top Urt a Request tor Seetla Nance(form DE•1561
yourrbnte Ooedilar.Ye racy NarrltocamultWMmof he 11Rn0at an inventory and operolsor a estate
attorney low1NdgvOm m Coltforn1n-la All rI9M.tIHe,.ma(Mernf conveyed round paw Mid by ma testes Ingle ts or of env p�tltlon or-ammunt s Cr0010 d
ye.may..mare me hie wee:be beet.if You area In Probate Tad SOCflon 12S0i A Repoesr fir 55MAl
person 1 o oesasIn the*storm you Y We with tdiegg ter dMCN2.4 drePerik under end mnuaFl Al a,DeeO a Thust NOdee form la avairoerafrom thecourt Clefts
oft r{ afRoIuYSOOW1 Ns00019ofropE•iote dlSVlbNst Attorney let Petitioner
of sets ere m an InvMofu or.account 0ol pt estate Roo oNa 02 MacArthur Bled.Suite 200 Newport
sets or f Y petition unt os Provided MOIet011YdsatOed in,.Deed''of'fied!: Boom,CA92626/94944540SP
In Probate Code Section 1250 A Rarest fro nodal Tna ptvnv 1y Ram
Mmvterml avltloenafrom tatcoum clerk. 3707IIPACIFICTE RACE DRIVE. SSIO of teal
CA ranPohOvodel/21,23. 1
Attom.for PetIhoner
BRETT J. t GOOOMAN 24422 AVENIDA DE o A,RN.:]Ob/fY16 t^•1lCNNmmT I1..:'(e2NEWm;"4 It•(KNft e I
CARLO IIft,SUI I bPSO ASSUNA NILLb.LAYlA2! r Nolqat;PSABOSaleWmIStra1 ' RofnrarMBar Wnmmoodes oIf'gar y1wnK1C�sof NatM.I9 hereby dlven•that Se0urlhl Pelle Storage
Nolte of POma See SCE Apo a SM. G'92821 will sell tat contents
The tat ill.rd mode bur with aloe, M or woma 1 e pressed f Me storage. plaua!toted bet at puelIR auction
Neste le'h b Ivan met SECURITY PUBLIC Implied.
oe nrdis Idle..possession.
- cvmbnncas:to ire b satisfy It laws:tan the'content.tpursuant
STORAGE
EACH CCA926676 SLATER lrnntentsofMesterra9e roteepgt'iherem:al Previd SUM aed ImIn sold notee(Slla by Me
alto Tryst
terms.'CoaNmmsla Cogdes)s)nee soie`iI m�ko of t u a,'Ines
In its hated bet t a public<char,to atlale. f said Deed m Tent.Reg.,erafpef and..fifes Ot me Trustee and Of webslte www5m geTrt�s res.vm Yabtume
lea WOCed a Ito contents.(pursuant to Division8 me trusts created by sold Deed of Tent,The total msm)o9 me Cold 12.0020 M 12.0 The sale-will be Con0u06d.under
Chapter 105oe.217d0-21n6of iha Cvlliornl Coder balance el the obnpotee.maned by the nrwerly"te bit s:l .and the dlrectlo of Chnatopher Rose(Bond3112O62)
77M oell 111 Mks Plate 21 tat DPM..q tall. gr gtlmmN a0ppnS0,and m,YorKn pf iMtlmB afrM dntl wwnet eon.Y an benolo m me
3twaeconducte undo anr12R5 t1ofChristopher
Thophe InIheI WDllvflmatlle,Nm o15o12 ra:76li,i2l]1, viewing
iewHY'am Bomar,Uwater-lbaawflOaeas,
Ill he conducted UMerfheaf emSto age I tophar viaytn Contents
rots I m Scash only to t
cam• o 0 behalf 1f the and Sn Bement ells Rota:.Because the Bee�dae reserves M es et riots to end' op than the out^.Conte te:will beBald far Cash only to the
tll tavMHat the facility's10100 Unit,meal detebole shad,Me ess debt.Mat of metlmgof me fora the avnin9 bid highest bidda A I015%of Meant grate Will -
o oases for viewing prier to to solo on may MlassihoniMrorol be maraca and esnal.Y Meaning desalt per
Sto Tresuroh.cem Contents Ill be solo t W.All sal r opert Seller reserves the rightthe
for noNyll highest S ued possibly
s bly,a l r l if the Ol bi le Sole m' cosy'title, any rsthe r trm 1 withdraw the e ptottarn m any time before old
dvmlum uI be it polgles and n cols cleaning etm t. alo bidder's sole m0 nand P e vest Shall be Ihe.rota solo'o to refusobR1 rat Mph Property itop0°hobo0 sell'
deposit t Mt.All6Aleao he rove Sore any:
time al matter Palo to rim Tv;tew and tip.suacepeMl bidder shall Mtn:'of aewlsen s^obnorol Ppseipltl items•amass
f of ere Me to or raw to refusee I y b ds The obeity The beneficiary
o are AA. othorWleanatad: ..- .
sae sold t described es...rat hMpmoid 11ems-The bene an or the Deed.Of I In ns eieemed-and deliveredand
Me Manani Name ..
u IasgniMevvl coed, uu�rsigned froa mused a Notice of iDefault n0 Election foreclosure,
o Sell-to be Olpral.Tlr -.Natalie Renee
Acosta.WatnerineJ. recorded lathe 100nty WMro me roolimmor tY iipslla0ted. 0000t/A$teyense t
•
M ASP,Realn�p L one NOTICE TO POTENTIAL n IDDould O If-you
00 are
theco nidntlto blddl�C 'elgr"pa • -
TI netr.Ane I le in Bidding M4 Mateo aUttloL YoRWill be Mddino 00 Iteisks em not mete
m.Aaron.
TASh�1 San�E^ k 1 Born,laic
mt�i_o M, Properly ally Plamq me redhIgt.1an bid at a lessee auction prop nth P Nicholas
autoRutto Kos,o You
should
o be YOU 0m'01 t and cleat-ownershipbngauctioned d/ins m y be EI 9a.Nige
M looY ees, You rlIleit E s,0e herubest bid Vert the yoall may r Sc Gent eel,m.,win er
Diamond,Sh responsible
IfYeorA the all 11 bidder t the tauc1 b ctio ed oft Hall Retie William r
Fuentes monlea Gerardo rebraYOlcterarbl off alIsmsfentorroire Ism Mane 00eOnedoff Had,RSa.S
M5W• h Ramon bevy You<an.ee0eIeapten dear title to the groat ati You are oeerotea y Penalasa.Brendan
MOwbraY.Ammdtl P. Investigate 13 progeny
rose y by contacting
oat Recces t ouDtmas Pens that may-
ititluro ebillnpait,eith which n v chargerders You office.
for This withino48 hours from tlmela date of dPuratox,
IMamfuhon.Hyatt consult either of Inge resources.You should be swore Payment Is to be with cash only and modiretthe -
Mat the same lender may hold more than one etoPtoOPo Or deed a host time of purchase.
M79pfopeftY. Tnfs sale Is subject to cdncelb of o without notice
NOTICE TO PROPERTY OWNER: Theesole date shown on this In the,event of element between owner and -
melee a sole may Na pstpm�one or more tires by 1M mortgagee.obligated Petty.
beneficiary._trustee, a rt.pursuant to Section opm24yg1trustee
f 1M
courtesy
u enia civil fin p saw maturde es
you andform fo tat boutoubl tr�mt a Saarlty PbakstotonS40,2=361rM Brew CA 92821
n y I those not present al ire sole.If You wish to learn whether Tnv omnoa Puttee..Dete30102Y1P6
1 dot fms Obazgli6aAem Y 1eIfIf00coll�I96M67•feein8 9�PuIRd.dtl �sfq
vPurcltsO hoUs6avt dote con dateeOfeni beet/moved time and dote iv 111 e(0 Ithtn M haute from erne nd dam M purelll tsd 111 dIT lLmnitl g -- louts ire IS lam'fte,-.�
avmenr t r DQ with cash amr and made r m IgIPs -tetras;.a;• ppzwo�= f-tWsm+ce-*
• tunaot RVRhpw, assignederpo fhI duration
{acA rear 11 ma matenemama I I' -1
Mat ore very short.In duration or mat occb cities in time mmeschedMed
Thisdele'Is subject to'co cellottbn With Ut nnotice sae.s. t lMrrtedlalegy betefleded l the telephone p05T robe or On N01140PIN/WWIEARISO
to,M event or ethement betwen owner and he Interne'Web site.The best way loverifwbstponement Information n0(OEBx&Eer MEB.INalULFMESMAP MNEIPdm,
S Ml.ted Party.Publlshl/1B/LL Is Mattendthe scheduled solo. m OugmlVlpgmkpd m fdrmt4 21220.9C dl Oases
ECURITY PUBLIC STORAGE,2676 SLATER zoo fGrs¢ermegmlaataw.Cgarra62319benna^tli e
9AVV8E.HUNTINGTON BEACH.CA 9261]J14.840 NOTICE TO TENANT:You may have d nht ropVrolow In's'prenly pup N8e00w10Nd CESMaCa^0.IH Yten aRbiCheft Ms
after the trustee auction.If conducted-der January 1 Will pursuant to 'gO scmewl n...legecm etsl 1400 dim weepy..cm , •Tba4/rvng3 County RegNror Section 2924m W the Cal'fomlo Civil Code-If you ores ligible:tented
Pews... y/042 hayer ltt ruotrmIttt rwarlylt atohMMI' t' MgMst'0U$aeedls Na T4dY1h10raRrdb'd emvW
be able
to o rchasytR e iY d the k t and°layndesrt id effi ftr*f AIDm11.__ U..... VNE.d1k1A
\ eabl m M 111,110 0 property if You ea�MiM Ise and bileino bid batls'o C$kopr lyamOCYoeNnml Odotdt Ntd
11 'y« • rlohf 11M 1 ter/)01 M fill MPd et.of ttts'l tee sally,rows hsoalgsgtNPN-Imami;JaiNe� A000W9
BEST DELIVERY`: >hflos so.rrseltYbld.Som/.usinip the Welt
number
this
Internet
w o this S� �p.l fs�inaun tea
*IN• THE GAME! , Cafe 2e2(oe162.CA la end11-3 the
told:Its amount a Ito I t cold dans t 19i omd rh add a Ito eteavM imAatdo(eta®Rnorde.matdbg 0e010 OamO
r that th Seem.Yee! -I sno more in od f t' 10 r bs le. 1aMA�bmpwryded priture cod e0tpa12120
,.�^ Jr that ihelrusim reel if more Man IS den otter me trustee'sa sole. '
`� Third ym 1 aubnH bib.by f INI o Me fords Ptl V.hrt itt.s.4.0g.^6-Evag20sgfdcT,T,MmlMnrgm^slmery.
"',,,,r,Iyllrn o touts.♦p.�O.,L,td3,.. ' receives It no mrel'than rdeeenntnodor hat t"'ioe's mpCfV Ohnenrouvvaori N�IMdWw..... RA(..... 'cmvfsosaysP
section for outstanding ding,: -Older mmacfird en aMrMY W:1-'°„o tea4 estate pnafeaeanaau11?r+^.triazi h+mmdmeg o
§'. Immediately for advice reerding Ibis potential right to Parohv.. 0.....M aotuoeoenocor�eepsmed45"..b"
i:coverage of the Dodgers tn.e005RI,Wft0tdlttliaNlec
Dodgers, Te�Ncw lob¢edelaaboal vedmeh0 ntapbs
v+�p, with 6s were meted t0 to Afton mud b a Iml mewl
E tgeIs and^ local Weif6l lroeressive LL4 tehmOeAthatt its SOMAS Re Qyrtind Ma v BarAm
�L 'i ,.t.; Tfusteeler beneficiary WeeMeoevOvdtmn6hv6afahmentseNte9pm
. baseball action. " i'- CAID. O Palma
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1`.e8T7a45Ca57T2 Date:JeneatY.7.Sd73 Yvstee5aleAssislmd greel.SOKmOhOeRdclbYigOdmmbedOOhrauc0mi
p" 'lhlnt b YO emnentb.oat for Manhood
1renENlameilm retie,a toomaedsOK,bbY0aAV0vM.
aameeement rwwab er smdlled 0lr W entlo chOcoda.mdlatDNt(e1.
•
.,e a �
Our Coast.
• THE ORANGE COUNTY
REGISTER -
, Nobody Beats Our Coverage.
..---,, ........ ocl gister.com/subscnbe
342 -
RESOLUTION NO. 2025-05 r
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 O 'HER
MA Fl ERS RELATING THERETO
WHEREAS,pursuant to Chapter 5 of Division 7 of Title I of th Government
Code of the State of California(the"Act"), certain public agencies( "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 th urpose of promoting
economic, cultural and community development, and in ord r to exercise any powers
common to the Members, including the issuance of bond ,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 efrt that the City become a Member of the
Authority in order to facilitate the promot' 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 e this City Council of the City (the"City
Council")the form of the Agree ; and
WHEREAS,Marisol7./
, LC (the`Borrower"),the sole member of which is
The Bluhm Family Foundationan organization described in Section 501(c)(3)of the
Internal Revenue Code of 1 86, 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 {bordinate,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 reiml) rse the costs of acquisition, construction, expansion,remodeling,
renovation, im/rovement,furnishing,and/or equipping of a rental senior living
community sgnior living community to be owned and operated by the Borrower and to be
located at 2 '20 Main Street,Huntington Beach, CA, 92648; (2)pay capitalized interest
on the Bo ds; (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
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 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 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 Borroweyis 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 memoriaJiZe 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 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 Clerk's designee is hereby authorized and directed to attest thereto.
SECTION 2. The City Council hereby approves the issuance of the Bonds by the
Author ty 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
:eslutton, t ;e Wincing transaction approved Attr hexetotiie taken,
Wsuch of tAtt 100:by t0. cd arid.apgrOed. j` .
SECTION 4 T1 e City Council expressly conuhtte�its apprc va3,ofthis
Resn2.tttioii:en tits understandingthat the Ci sharll have no oblig ton.whatever to pay
any IPtiiltsiP,A,interests fees.or a ye•o Vista assric tied with the;Autl rity'`s isstta .e o
the Bonds,for the f rtan n g of the Pro e�ct� This R aIutian is xitti tend d to nor shall.tt
co,s tote;an.appioval by the City Council of the Project for any,ther purposes except a
set forth m Sectto 2,mcluzhrtg,.b not limited to,compltattee,with.the Cahfamwa
Environmental" h et(CabTo ua: hlie sow Co c ,Sermon 2lTOO,etseq .
Thy;adopt pn of t Resoltitzora,shallxtr t o i `thy ity ter an a powou;thereoftt'
a.)pfOvi<le arty fi g v t ::.. ct to the; •1ece�ct C approve:a plicatio of
request for or gory otheir aetlon.tn connection wt any planning approval,pertntit or
other.actton;trecessary with respect to ttte Project, c)make arty contr but on or advance•ate;
funds.whatsoever t x the Authorityy or the Eorro ye or(d),take any f urther:acttc it with
xespect�tat e ut oxttydr,tts-me iershxp j
SECTIONS The.fotnat cif PIL: T " tied:at thus- eetmg�b hereby •approved,;014
the 1' ayor,theMayo Pro Tern; e Actrxt Qit !.eager and the Interim-ClrtefFinancial;
Officer are each ereGy,authorized andOtrectett for:aftit.in,the naive~andlon:behalf.of e
City to execute and deliver'the PlL.7 hz sUbs�ttal1y said:form with=such changes, .
insertions anid o lions therein,as a Attthot ed officer executing the same,Kutak Reek v
LL? ,as;special counsel tot ,Ci' f oft ie City Attorney► 1.1.4• re or approve,SO,
approval to;be coitchistve evi cod Sy the execution and° "ell `e thereof
SECTION':6 This R solution shalli•ake;iffeat front and a )er to passage and
il approvat
P!► Et:. ' :ADoN D IZ ie.•C ty Cc a .l ofthe Cz of I n n t 3e t'
at a gtt,to meetin heeeofheid.on.;tlie -4ay of fo rt
Mayor
REVIEWED A _APP OVE APP .OVED .TO i OR1
/ , .. , „ . ,.
04,;Manager: City Axtorn
I30110ED AND A?PR€j''ED;
Chief E�rtat ial Dfftoer• s.
•
=1571063$ 1
345
Dated February 4, 2025
PAYMENT IN LIEU OF TA AGREEMENT1
betw-en
CITY OF H 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
Article I TERM 2 /
Section 1.01 Term. 2
Section 1.02 Recordation. 2/
Article II REPRESENTATIONS AND WARRANTIES 2
Section 2.01 Representations of and Warranties by the City. / 2
Section 2.02 Representations of and Warranties by the Company. f 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 g its principal
place of business at 900 North Michigan Avenue, Suite 1600, Chicago, I)inois 60611 (the
"Company").The City and the Company are sometimes referred to individually herein as a"party"
and, collectively, as the "parties."
WITNES SETH:
WHEREAS, the Company intends to become the owner/of 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 (the "Project Site");
WHEREAS, the Company intends to develop a po ion of the Project Site into a senior
living community consisting of approximately 214 senior/iving units (the Project Site, as it may
be developed from time to time is referred to herein as the "Property");
WHEREAS,the Company expects to finance the purchase and development of the Project
Site with proceeds of tax-exempt bonds to be issued by the California Public Finance Authority;
WHEREAS, at the Company's request;the City Council of the City held a public hearing
and gave its limited approval of such tax-exempt bonds, as required by the Tax Equity and Fiscal
Responsibility Act;
WHEREAS, pursuant to Seion 214(f) of the Cal. Rev. & Tax Code (the "Statute"),
property used exclusively for housing and related facilities for elderly or handicapped families, at
which supplemental care or services designed to meet the special needs of elderly or handicapped
residents are provided, and that/is 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 Board for recognition as a tax-exempt charitable organization under Section 23701 d
of the Cal. Rev. VTax Code ("RTC"), and to obtain an Organizational Clearance Certificate
("OCC") from te'California Board of Equalization ("BOE");
WHEREAS, 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
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: ,r
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. Tl2is Agreement shall run with
the land and be binding upon and shall inure to the benefit of;We 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 237019,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 th obligations of the Company hereunder.
ARTICLE II
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.
r
(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
herebyrepresent, 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
ts„,_RICAS 128818535 2
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 the Company and its
member, the Company has been duly authorized to execute, deliver and perform this Agreement
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 performed under
and pursuant to this Agreement by (and the execution, delivery and performance of this
Agreement, the consummation of the transactions contemplated hereby and the/fulfillment of and
compliance with the provisions of this Agreement will not conflict with or (plate or constitute a
breach of or a default under) the terms, conditions or provisions of its articles 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 evidence$of indebtedness or any other
agreement or instrument to which the Company is a party orb/khich 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 on its part to be performed under and
pursuant to this Agreement will be in conflict with or result 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 the/property 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 law).
(d) Governmental C%nsents.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.
ff,
3
AMERICAS 128818535
V
/
(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.
r
(j) Taxes. The Company has filed or caused to be filed all federal, 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 exemption available for the Property under the
Statute. The parties further hereby acknowledge tat 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 Property/during 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%ssessment 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) here/
of, 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 Proper>r/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 thatproperty 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 'ncluded in the PILOT Payment.
(c) Non-Exempt Portion. If a portion of the Property remains subject to the
payment 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 eligible7for 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. 1'
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
r
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
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ARTICLE V /
/
MISCELLANEOUS :,'
Section 5.01 Development of Property. Notwithstanding the tax-exempt'tatus 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.
4,
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 ye 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 Oven (1) when delivered in person or by courier
at the applicable address stated below, (2) when delivered by nationally recognized overnight
delivery service, such as Federal Express oryPS, (3) three (3) business days after deposit in the
United States by United States mail (registered or certified mail, postage prepaid, return receipt
requested, properly addressed), or (4) when delivery is refused by the addressee, as evidenced by
the affidavit of the person who attempted to effect such delivery.
(b) Addresses. The addresses to which notices, certificates and other
communications hereunder by the yCity or the Company shall be sent as follows:
IF TO THE COMPAN 4
Marisol HB, LLC
c/o Bluhm Family Foundation
900 N. Michigan Avenue, Suite 1600
Chicago, IL 6064'1-1575
Attn: Andrew/G. Bluhm and Amy Close
WITH A COPY TO:
White Case LLP
111 $uth Wacker Drive
51 floor
C icago, IL 60606-4302
ttn: Eugene J.M. Leone, Esq. (Re: 1750895-0078)
AMERICAS 128818535 7
�/
ff�/
f
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
Irvine, CA 92614.
Attn: Cyrus Torabi, Esq. (Re: 76517-1)
(c) Change of Address. The City 2r the Company, by notice given hereunder,
designate any further or different addresses to which subsequent notices, certificates and other
communications shall be sent.
Section 5.05 Binding Effect. This Agreement shall inure to the benefit of, and shall be
binding upon,the City,the Company and their respective successors and assigns.
Section 5.06 Severability. If any article, section, subdivision, paragraph, sentence,
clause, phrase,provision or portion of pis 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 deeme-/separate, distinct and independent and the remainder of this
Agreement shall be and remain n full force and effect and shall not be invalidated or rendered
illegal or unenforceable or of erwise affected by such holding or adjudication.
Section 5.07 Cou terparts. This Agreement may be simultaneously executed in several
counterparts, each of whAh 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 oby email in PDF.
Section 5.08 ' Applicable Law. This Agreement shall be governed by and construed in
accordance with the 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,
complete and 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
except by a written instrument describing such amendment or modification executed by City and
e Company and duly recorded.
t .
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 such 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 implieditherefrom 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: (`.2 /
BY MICHAEL E.GATES/
Name: CITY ATTORNE
Title: CITY Cr:hJNT►NGTO{;BEAC!-1
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 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 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 California that the
foregoing paragraph is true and correct.
WITNESS lily 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: /J/
Name: fr
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.
COUNTY OF ) /
On , before me, rf , a Notary Public in
and for said state, personally appeared i` , 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 sgnature(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 Linder 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]
1
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AMERICAS 128818535
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,j1ed in the office of the recorder
of the County of Orange, State of California on November 21, 2022 as Book 411 of Maps,Page(s)
22 through 30.
Parcel B:
Nonexclusive easements for surface ingress and egress purposes as described in that certain
Declaration of Reciprocal Easement recorded Augu t 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 Ag •ement" recorded October 09, 1984 as Instrument No.
84-416712, of Official Records.
APN: 023-631-01
AMERICAS 128818535
„ ,,.....„,,
i,,,'\ •1.
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• 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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February 4 2025
360
• 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 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.
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.
4
363
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."
5
364
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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(f) 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
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."1
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 bond's 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.
I 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
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: 5uoolementalcommCalsurfcity-hb.orq
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: larry mcneely<Imwater@yahoo.com>
Sent:Saturday, February 1, 2025 3:19 PM
To: CITY COUNCIL(INCL. CMO 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.
Site Plan
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From: Fikes.Cathy
To: 5uoplementalcommesurfcity-hb.orq
Subject: RN: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,l7th 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 501c3. 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
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
Moore, Tania
From: Russell Neal <russneal@ieee.org>
Sent: Tuesday, February 4, 2025 12:45 PM
To: supplementalcomm@surfcity-hb.org
Subject: Agenda Item 15
The proposed JPA for"The Marisol" senior living development is better than the Breakwater/Elan JPA
which cost us tax revenue, but it still moves away from a market based housing solution toward a
socialist model by providing tax exempt municipal revenue bonds for a private development.
I believe our guiding star for housing development should be to stick to market based approaches,
consistent with our general plan, and avoid government subsidies and mandates. These market
interventions always cause more problems than they solve.
The HCD RHNA requirements with so-called "affordable" housing,which is really subsidized housing, is
one such distortion which we rightly oppose. But local ordinances which prohibit true low cost housing,
such as dormitory-style housing or studio apartments for single people are also market distortions to be
avoided.
High density housing is not a bad thing in measure. Our city can absorb a certain amount of such
housing provided the general plan limits the number of these to maintain equally important parking,
traffic and open space criteria.
In our fight against the unprincipled high density push from the state, it is important we remain
principled, and not open ourselves to attack as just being NIMBYs.
Market based policies which allow for an appropriate amount of true low cost, as opposed to fake
"affordable" subsidized housing is the way to go.
Russ Neal
714-316-6179
1