HomeMy WebLinkAboutConduct a Tax Equity and Financial Responsibility Act Public ,�\ct1TiNG� 2000 Main Street,
of tip. Huntington Beach,CA
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• 9= 92648
City of Huntington Beach APPROVED 7-0
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File #: 26-098 MEETING DATE: 2/3/2026
REQUEST FOR CITY COUNCIL ACTION
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Travis Hopkins, City Manager
VIA: Zack Zithisakthanakul, Acting Chief Financial Officer
PREPARED BY: Zack Zithisakthanakul, Chief Financial Officer
Subiect:
Conduct a Tax Equity and Financial Responsibility Act public hearing and adopt Resolution
No. 2026-03 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:
On February 4, 2025, and continued to February 18, 2025, the City Council conducted the required
Tax Equity and Financial Responsibility Act (TEFRA) public hearing for the proposed issuance of tax-
exempt revenue bonds by the California Public Finance Authority (CaIPFA). Following the public
hearing, the City Council approved the TEFRA resolution on February 18, 2025, authorizing the
issuance of bonds. The February 18, 2025, Request for Council Action (RCA) is attached for
reference. That prior action satisfied the federal public approval requirements at the time and did not
create any financial obligation or liability for the City.
Pursuant to Internal Revenue Code Section 147(f) and applicable Treasury Regulations, the public
approval obtained through the TEFRA hearing and resolution is valid only for a limited period, during
which the tax-exempt bonds must be issued. Under established IRS guidance and standard practice,
this period is generally treated as not to exceed twelve months. Because the bonds were not issued
within that timeframe, the prior TEFRA approval has expired.
Accordingly, staff is returning this item to the City Council to re-conduct the TEFRA public hearing
and adopt a new resolution to reestablish compliance with federal tax requirements and allow the
financing to proceed. The proposed action does not modify the project, does not imposed any
financial obligation on the City, and does not alter the substantive terms previously, rather it is a
procedural action required solely to satisfy federal tax law.
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File#: 26-098 MEETING DATE: 2/3/2026
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
(CaIPFA) for the benefit of Marisol HB, LLC for the acquisition, construction, expansion, remodeling,
renovation, improvement, furnishing, and/or equipping of a rental senior living community facility
located generally at 2120 Main St., Huntington Beach, CA, 92648, to be known as The Marisol; and,
B) Adopt Resolution No. 2026-03, "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.
On February 18, 2025, City Council approved a TEFRA resolution following a public hearing. Under
federal tax law, TEFRA approvals are valid for 12 months. Because the bonds were not issued within
that timeframe, the approval has expired and must be reauthorized. This item is being brought back
to the City Council solely to satisfy this procedural requirement and to allow the developer to proceed
at a time when financing conditions are more favorable. The proposed action does not change the
scope of the project, the financing structure, or create any financial obligation for the City. Prior staff
report is included in the attachments.
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.
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File #: 26-098 MEETING DATE: 2/3/2026
The Internal Revenue Code requires all local legislative bodies, (the CityCouncil of the Cityof
q 9
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 CaIPFA does not obligate the City, either financially or otherwise, with
respect to the repayment of the bonds or the completion of the Marisol project.
Staff also understands that the Applicant intends to apply for an exemption from property taxes under
California Revenue &Taxation Code Section 214 and, if available, from other taxes. In the event that
the Applicant is granted such exemptions in whole or part, the Applicant has agreed to make
payments to the City in lieu of property and other taxes in an amount equal to the property and other
tax revenues that the City would have received had such exemptions not been granted. In order to
memorialize the Applicant's agreement as set forth in the previous sentence, the Applicant has
offered to enter into a Payment in Lieu of Tax Agreement (PILOT) with the City. The PILOT has been
reviewed by the City Attorney and Kutak Rock LLP, as special counsel to the City, and contains no
City obligations.
Environmental Status:
Not applicable
Strategic Plan Goal:
Goal 1 - Economic Development, Strategy A - Develop an updated economic development strategy
to ensure business retention, local investments and job growth.
Attachment(s):
1. Notice of Public Hearing
2. Resolution No. 2026-03, "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. Staff Report 2-18-2025
5. PowerPoint Presentation
City of Huntington Beach Page 3 of 3 Printed on 1/28/2026
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24
THE ORANGE COUNTY
REGISTER
1.920,Main.Street,Suite:209
Irvine,California 92614
(714)796-7000
lega_Is@inlandnewspapers.com
NOTICE OF PUBLIC:HEARING
NOTICE IS HEREBY GIVEN that at 6 p.m., Pacific time,.,or as soon
0011775347 thereafter as the matter may be heard,on February 3,2026,,at City
Council Chambers, 2000,'Main Street, Huntington Beach, California,
MILLER ADVERTISING AGENCY INC 92648„the City Council of the CityofHuntington Beach,California.(the.
909 THIRD AVE FL 15 "City")will hold apublic hearing (the"Public Hearing"),as required
, New York 10022 by Section 147(f)of the Internal Revenue Code of 1986,as amended
(the."Code"),with respect.to the,proposed issuance by the,California
PROOF OF PUBLICATION Public Finance Authority (the "Authority") of its qualified 501(c)(3)
(2015.5 C.C.P.) bonds,as defined in Section 145 of the Code,in one or more:series;
taxable ar tax-exempt, senior or subordinate, from time to time
STATE OF CALIFORNIA pursuant to a plan Of finance,,in an aggregate principal amount not to
County of Orange exceed-$325,000,000(the'Bonds"):
The proceeds of the Bonds will be used by Marisol HB, LLC,the
sole member of which is The Bluhm Family Foundation (the"Bluhm'
I a citizen of States and Foundation"),an organization described in Section 501;(c)(3)of the Code,
a ama residenttiof the the Unitedte aforesaid; I or another affiliate of the Bluhm.Foundation(each,aBorrower ),to:(1)
am over the age ofCo eighteen years, finance,refinance or reimburse the costs of acquisition,construction,
and not to or interested in the expansion,:remodeling, renovation,.improvement,furnishing, and/or
above-entitled partye matter. I am the equipping of--a rental senior living community and parking facilities to
be owned and operated.bythe Borrower and to be located at2120 Main
principal clerk of the printer of The Street, Huntington Beach, CA, 92648; (2)pay capitalized interest on-
Orange County Register, a newspaper 'the Bonds;(3)fUnd.one or more debt service reserve funds,if deemed
of general circulation, printed and necessary;'(4)fund.related working capital costs;and(5)pay certain
published in the City of Irvine*, County expenses incurred:in connection with the issuance of the Bonds.
of Orange, and which newspaper has All property and facilities to be financed With the proceeds of the
been adjudged a newspaper of Bonds will be owned and principally used by the Borrower.
general circulation by the Superior The Bonds will constitute special limited.obligations,ofthe Authority-
Court of County of Orange, State of ayable solely from amounts received b the Authority
under the date of November pY , pursuant to a_
California,Ca19, 1905,ia, Caser Note of November
The loan agreement between the Atithorityand the Borrower. The:City will
notice, of which the annexed is a not issue the Bonds,nor will the City nor the.state of California have:
printed copy (set in type not smaller any liability with respect to the Bonds or the sale or offering thereof.
than nonpareil), has been published in Interested persons wishing to expressther views on the issuance of
each regular and entire issue of said the Bonds or on the nature and location of the senior living facility in the
newspaper and not in any supplement City'proposed to.be financed with proceeds:of the.Bonds may attend
thereof on the following dates,to wit: the Public;Hearing or,prior to the time of the Public Hearing,submit
written comments to the Interim Chief Financial Officer at City Council
a1126I2026 Chambers, 2000 Main Street, Huntington-Beach,,California, 92648.:
Subsequentto the.Public Hearing,the.members of the City Council will.
I certify (or declare) under the penalty ineettd consider approval'of the issiianCeof the Bonds by theAutherity..
of perjury that the foregoing is true and Published: January 26,2026
correct.
The Orange County Register
Published:1/26/26
Dated at Irvine,California
On this 26th day of January,2026.
•
gnature
25
Doll-die- L1., inn I-IF _ Dno l of 1
10 The Orange County Heg!Ster and OCHegister corn I Section U I Monday J nlary 26.2026
LepiNaN. i Leo tfeexe I�Notks. Le oNewe 1.0 Ne.c. I Ls.,.444 I tyai se.0 1 1444*wee
PUBLIC NOTICE INVITING
NOTICE OF PUBLIC NEARING REQUEST FOR PROPOSALS NUMBER:IS-01
MARKETING SERVICES IF YOU'RE
NOTICE IS HEREBY GIVEN that at 6 p.m..Pacific time,or as seen CAREER AND COLLEGE PREPARATORY ACADEMY(COPS) BUYING OR SELLING
thereafter as the matter may be heard,an February 3,2026.at City NOTICE IS HEREBY GIVEN that the Orange County Superintendent A CAR
Council Chambers.2000 Main Street,Huntington Beach.California, ie ag,ir,,,, oOO: ism mrn9aililenanaee;e6r eT47,L<teaeda,°n
92648.the City Caunci otOie City of Humington Beach.Calibmia(the services.
The
oft Pwork for feels Preect Is set forth In Ms IN ORANGE COUNTY,
-City")will hold a public hesnng(the-Public Hearing"),as wooed
CLICK HERE
by Section 147(f)of the Internal Revenue Code of 1986,as amended Proposals must be received Coughsl by mall or
in p r enl a se led envelope
nary epng 1 y
ithe"Code'I with respect In the proposed issuance by the California ioa.ur rl.o n rage us? ep a of sct.ola.Purchasi
Public Rnance Authority Ithe`Authority)of its qualified 5011e(3) Deportment.log Kaleeos Drive.Bourne A.Costa Mena,Caumrnla
9't ne'.Na eaalmlles or emalled proposals w111 I i lien I d.It Ia the
bands.aste.defined in pt,Section00 145 on the Gone,in oneraa more series,0mg anger sole edx ins Mtell fo ensure Its proaoaol ts timely dellwred
pursula ofo a tap-exempt,nce,in n e ri tram lime to notne rtndcely a sine r°One am}ea iimf eacrw°ed'aie wtliinoar be coiiaerea poaals Prank
pursuant 000.00Ulan of panee"b n an aggregate principal amount to A complete Cupy of the superintendent's RFP documents and
exceed proceeds of the Bonds
iconamam ovouaeeore}eee svxnntsmdenrs wemlleerr OCREGISTER.COM/
The of the Bonds will be used by Mensal HB LLC,the aen ri- u.fAaminhtmtlwmm..(Rio.-parenri%Ira p.oY, .,
sole member of which Is The Bluhm Family Foundation(the`0Atuhm Interested arms responding to this RFP are to include on costa „
FounnaVan"1,anorganoatlondescribedinSection501(c)(3)oftheCode, for Moon materials,equipment and all other expenses required to 4
or another affiliate of the Biuhm Foundation(each,a`Borrower"),W:(11 son r ie its peroviaea nv l rg.,1a Fv a«mini:Toe sup0e gt",,,:ni
finance.refinance or reimburse the Costs at acquisition.coiistr0chon, Me right to select env or all proposals and nor ne pica'
expansion,remodeling,renovation.improvement tumemirig,amber o informalities noto affected by law loony proposal.The night Is else
equipping of a rental senior living community and parking facilities to ;info,`,dwii eeit Suee n ene�e:of ti.tes`,tpefiniergee';',1 icn in hwner
beownedand operated by the Borrowerandta be located at2t20Main All the Local
Street,Huntington Beach,Ca 92648.121 pay capitalized interest on omRg non'to iu;e:n±er°dven't:Ho n:mfinevw M a propaial ro:
the Bonds(3)fund one or more debt service reserve funds.if deemed period Of ninety Sol celendardsVs after the date set for Me opening Dealer Specials
neressary;(4i fund rented workingcapital costs:and(Si pay certain of tin proposes.R h proposal mast conform and be responsive to
p SupennlendenYa RFP document.
expensesasproperty
edst connection financedith thB with ed ei ro eeds 0 Please direce env teceenfcol or procedural Ing fe t or guestlons Local Car News
Au will be wit manes ro be yused with me Proceeds N me PatriciaMc a RFP documents Director.
r.Business
the erations I e
Bonds will be owned and pnrN:Jpairy used by the 60TTbwea. gcra McCaughey.Executive Drreefin msi n 10 Operations via and Reviews
ne The Bonds will constitute special limited obligations of the Authority an Febaaavrvtt u`7dptnv anti niadaennewntlleaataree 00 d time
payable solely from amounts received by the Authority pursuant to a wlli rot be adoressea.W 411:jg oaons a rains gam guesaans Latest Consumer
roan agreement betxeen the Authority and the Borrower The City will regarding the SuperintendentS i is viaom,orde insarma}ian
not issue the Bonds,nor will the City nor the State of California have Reports Reviews
any liability with respect to the Bonds or the sale or ottedng thereof By:Patricia McCaughey
Interested persons wishing to express their views on the issuance of TIwplaiw oi,nceno.b O ases e.renene
the Bonds or on the nature and location of the senior living facilityin the eeee+. lISA.n)/A • OC's Best
City proposed to be financed with proceeds of the Bonds may attend Interactive Tools
the Public Hearing or,prior to the time of the Public Hearing.submit
written comments to the Interim Chief Rnancial(Wiser at City Council Nobody Beats to Buy and Sell
Chambers.2000 Main Street.Huntington Beach,California,92648. Our Coverage.
Subsequent tote Public Hearing,the members of me City Council will OCREGISTER.COM/CARS
meet to consider approval otthe issuance of the Bonds by theAupieety.
MANY MINTY
Published,January 26.2026 ,' REGISTER OnO Fererost AulaBotM Egan
at OeXeis eticie off Register
J
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e , Read the area's best news coverage
anytime,anywhere,on any device-
. 1 n I y it ,_sae THE ORANGE COUNTY
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pot i L. REGISTER
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26
RESOLUTION NO. 2026-03
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE
CALIFORNIA PUBLIC FINANCE AUTHORITY AND APPROVING THE ISSUANCE BY
THE CALIFORNIA PUBLIC FINANCE AUTHORITY OF REVENUE BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $325,000,000.00 TO BENEFIT
MARISOL HB, LLC AND CERTAIN OTHER MATTERS RELATING THERETO
WHEREAS, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of
the State of California (the "Act"), certain public agencies (the "Members") have entered into a
Joint Exercise of Powers Agreement Relating to the California Public Finance Authority, dated
as of May 12, 2015 (the "Agreement") in order to form the California Public Finance Authority
(the "Authority"), for the purpose of promoting economic, cultural and community development,
and in order to exercise any powers common to the Members, including the issuance of bonds,
notes or other evidences of indebtedness; and
WHEREAS, the City of Huntington Beach, California (the "City") has determined that it
is in the public interest and for the public benefit that the City become a Member of the
Authority solely to facilitate the financing of the hereinafter described Project by the Authority,
which Project the City has determined will promote economic, cultural and community
development activities in the City; and
WHEREAS, there is now before this City Council of the City (the "City Council") the
form of the Agreement; and
WHEREAS, the Agreement has been filed with the City, and the members of the City
Council, with the assistance of its staff, have reviewed said document; and
WHEREAS, Marisol HB, LLC, the sole member of which is The Bluhm Family
Foundation (the `Bluhm 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 Marisol HB, LLC or another affiliate of the Bluhm
Foundation (each a `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. 2026-03
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 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
26-17677/402572
RESOLUTION NO. 2026-03
SECTION 2. The CityCouncil herebyapproves the issuance of the Bonds by the
pp
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 City Manager and the 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
26-17677/402572
RESOLUTION NO. 2026-03
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof held on the 3rd day of February, 2026.
Mayor
REVIEWED AND APPROVED:
APPROVED AS TO FORM:
ak
City Manage City Attorney
INITIATED AND APPROVED:
2i-4r/L
Chief Financial Officer
4
26-17677/402572
Res. No. 2026-03
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 3, 2026 by the following vote:
AYES: Gruel, Kennedy, Twining, McKeon, Burns, Van Der Mark, Williams
NOES: None
ABSENT: None
RECUSED: None
0144016 IS illify"
City Clerk and ex-officio Clerk of the
City Council of the City of
Huntington Beach, California
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)
If
Dated [ ],2026
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 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 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. 9
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
Li,2026 (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."
WITNESSETH:
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. Any previous Payment in Lieu of Tax
Agreement by the parties hereto shall be deemed terminated and no longer in effect.
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
represent,warrant and covenant as follows:
(a) Power. The City is a charter city and municipal corporation of the State and
has the power under the laws of the State to enter into this Agreement and to perform and carry
out all covenants and obligations on its part to be performed under and pursuant to this Agreement.
(b) Authorization. By proper action on the part of its City Council,the City has
duly authorized the execution,delivery and performance of this Agreement and the consummation
of the transactions herein contemplated.
(c) Conflicts. The City is'not prohibited from entering into this Agreement and
discharging and performing all covenants and obligations on its part to be performed under and
pursuant to this Agreement by any order,judgment, or decree of any court.
(d) Valid Obligation. This Agreement is a valid and binding obligation of the
City, enforceable against the City in accordance with its respective terms.
Section 2.02 Representations of and Warranties by the Company.The Company does
hereby represent,warrant and covenant as follows:
(a) Power. The Company is a limited liability company duly organized and
validly existing under the laws of the State of California, is duly qualified to do business in the
State of California, and has the power under the laws of the State of California to enter into this
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.
(0 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.
ANIERICAS 128818535 3 li
� I
(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 2026 fiscal year, the first installment will be
paid on November 1, 2026 and the second installment will be paid on February 1, 2027). 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
1
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.
AMHRICAS 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:
. t
IF TO THE COMPANY:
Marisol HB,LLC
do 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)
AMERICAS 128818535 7
IF TO THE CITY:
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
Attn: City Manager
WITH A COPY TO:
Kutak Rock LLP
5 Park Plaza, Suite 1500
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.
nMeatcns 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 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)
7FT;C"f77.1 PS TO FORM
(vt, ::A ... J.V 161_k ;TA
'AT i(WNEY
CITY OF HUNTINGTON BEACH
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
By: jr -(1-) C:k._—
Name: Casey McKeon
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 OVA ty.,,., )
On it)11AUt r'5, ZOZLp , before me, Donn id her , a Notary Public in
and for said statC�,personally appeared ��� ivy._ < jn't� , who proved to me on the
basis of satisfactory evidence)to be the person whose nameks) is/pc subscribed to the within
instrument and acknowledged to me that he/fie/tly executed the same in his/her/tlpir
authorized capacity(, s), and that by his/ber/thpir signatures on the instrument the persona-), or
the entity upon behalf of which the persons acted, executed the instrument.
I certify under PENALTY OF PERJURY under the,rlaws 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 SState
My commission expires: N a• qI �21'
[Signatures continue on the following page]
DONNA SWITZER
(au. k: Notary Public-Californiasc-�;Q;: OranNe County.; r 5 Commission N 2170457
•� My Comm.Expires Nov 9,2027
AMERICAS I2881S575
MARISOL HB, LLC,
a California limited liability company
By:
Name:
Title:
A notary public or other officer completing this certificate verifies only the identity of the
individual who signed the document to which this certificate is attached, and not the truthfulness,
accuracy, or validity of that document.
STATE OF )
) ss.
COUNTY OF )
On , before me, , a Notary Public in
and for said state,personally appeared , who proved to me on the
basis of satisfactory evidence)to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or
the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of that the
foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public in and for said State
}
My commission expires:
[End of Signatures]
AMERICAS 128818535
EXHIBIT A
Legal Description of the Project Site
The land referred to herein below is situated in the City of Huntington Beach, County of Orange,
State of California, and is described as follows:
Parcel 1,as shown on that certain PARCEL MAP NO. 2020-128,filed 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.
APN: 023-631-01
[END OF EXHIBIT A.]
{
. i
AMERICAS 128818535
RESOLUTION NO. 2026-03
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF HUNTINGTON BEACH APPROVING,AUTHORIZING AND DIRECTING
EXECUTION OF A JOINT EXERCISE OF POWERS AGREEMENT RELATING TO THE
CALIFORNIA PUBLIC FINANCE AUTHORITY AND APPROVING THE ISSUANCE BY
THE CALIFORNIA PUBLIC FINANCE AUTHORITY OF REVENUE BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $325,000,000.00 TO BENEFIT
MARISOL HB, LLC AND CERTAIN OTHER MATTERS RELATING THERETO
WHEREAS, pursuant to Chapter 5 of Division 7 of Title 1 of the Government Code of
the State of California (the "Act"), certain public agencies (the "Members") have entered into a
CaliforniaPublic Finance Authority, dated
Joint Exercise of Powers Agreement Relatingto the
g
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 sole member of which is The Bluhm Family
Foundation (the "Bluhm 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 Marisol HB, LLC or another affiliate of the Bluhm
Foundation (each a "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
P,fr / af.5
RESOLUTION NO. 2026-03
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 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
26-17677/402572
0 6A5
RESOLUTION NO. 2026-03
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 City Manager and the 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
26-17677/402572
3D/5
RESOLUTION NO. 2026-03
PASSED AND ADOPTED by the City Council of the City of Huntington Beach at a
regular meeting thereof held on the 3`d day of February, 2026.
C•?:/'
Mayor
REVIEWED AND APPROVED:
APPROVED AS TO FORM:
City Manage City Attorney n y
INITIATED AND APPROVED:
A(//[,
Chief Financial Officer
4
26-17677/402572
,
Res. No. 2026-03
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 3, 2026 by the following vote:
AYES: Gruel, Kennedy, Twining, McKeon, Burns, Van Der Mark, Williams
NOES: None
ABSENT: None
RECUSED: None
11;)4(
6416 AKtier-
City Clerk and ex-officio Clerk of the
City Council of the City of
Huntington Beach, California
The foregoing Instrument Is a correct
copy of the original on file in this office. •
Attest / 20.Z(�
I'tL,. 1/C.tY
Ci y Cle and Ex-officio Clerk of t he City
Council f the city of Huntington Beach,
California.
Age 713— By Deputy
/� TINGT0 CITY OF
Al O��';uazaq�• ;vim
_ T HUNTINGTON BEACH
\92:. . off o�
`cFc�UNTY GP��i��l Lisa Lane Barnes J City Clerk
February 12, 2026
Marisol HB, LLC
do Bluhm Family Foundation
900 N. Michigan Avenue, Suite 1600
Chicago, IL 60611-1575
Attn:Andrew G. Bluhm and Amy Close •
Dear Mr. Bluhm & Ms. Close:
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 3, 2026.
Additionally, please find the enclosed certified copy of Resolution No. 2026-03 —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 NotTo Exceed$325,000,000.00 to Benefit Marisol HB, LLC and
Certain Other Matters Relating Thereto.
Upon final execution, please provide a fully executed copy to:
City of Huntington Beach
City Clerk's Office
Attn: Donna Switzer, Senior Deputy City Clerk
2000 Main Street, 2nd Floor
Huntington Beach CA 92648
Your attention to this matter is greatly appreciated.
Aiite4Ateive-
Lisa Lane Barnes
City Clerk
i
LLB:ds
Enclosure
USPS TRACKING# 9114 9022 0085 2054 3565 61
&CUSTOMER For Tracking or Inquiries go to USPS.com
RECEIPT or call 1-80D-222-1811.
Office: (714)536—5405 I 2000 Main Street, Huntington Beach, CA 92648 I www.huntingtonbeachca.gov
�1TING 2000 Main Street,
oF!;"45Z*�/ke Huntington Beach,CA
3
92648
City of Huntington Beach
ztifigy
�CO" UT`{C ✓/
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 CalPFA, a joint exercise of powers authority, solely for the purpose of
facilitating the financing of the rental senior living community described below.
The Applicant is seeking,to obtain financing for the acquisition, construction, expansion, remodeling,
renovation, improvement, furnishing, and/or equipping of a rental senior living community and related
parking facilities to be located in Huntington Beach. The tax-exempt obligations will be issued by
CalPFA. As a jurisdiction in which the facilities are located, the Council must hold a public hearing
under the provisions of the Tax Equity and Financial Responsibility Act (TEFRA) within the Code to
receive any public testimony regarding the project in order for the Revenue Bonds issued by CalPFA
to be issued on a tax-exempt basis. The City Council commenced the required public hearing on
February 4, 2025 and will continue the public hearing on February 18, 2025.
The City must also become a member of the CalPFA, a joint exercise of powers authority, so that the
CalPFA can issue bonds to finance a project located within the City. Becoming a member of the
City of Huntington Beach Page 1 of 4 Printed on 2/26/2025
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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
CalPFA Joint Exercise of Powers Agreement, in the event that Resolution 2025-05 is adopted by the
City Council, such Resolution shall be filed with CalPFA together with a request that the City be
added as an "Additional Member" of the Authority solely for purposes of facilitating the financing of
the Project by the Authority.
Should the City authorize the issuance of bonds, the City would have no obligation or liability
associated with this facility or with these bonds. There is no revenue sharing or expenditure
obligation on behalf of the City, either directly or in its capacity as a member of 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 2/26/2025
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46
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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47
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
•
City Huntington Huntin ton Beach Page 4 of 4 Printed on 2/26/2025
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48
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R Marisol HB, LLC is seeking financing for a
- • Qr #4 senior living community in Huntington
4.61.11161111111 4 ''--.''''. .Y-. -- -1411 t Beach, known as The Marisol.
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49
Background
• Marisol HB, LLC is seeking financing for a senior living community in
Huntington Beach, known as "The Marisol.'
• The financing will be throughtax-exempt bonds issued by Cal Public
Finance Authority (CalPFA), which requires City Council approval per
the IRS Tax Code.
• Prior Approval: City Council�previously conducted the Tax Equity and
Fiscal Responsibility Act (TEFRA) public hearing and approved the
financing resolution on February 18, 2025.
• Expiration Requirement: Under federal tax law TEFRA approvals are
valid for 12 months; prior approval has expired because the bonds
were no issued within that timeframe.
• No change in Substance: This action is procedural only and does not
modify the project" financing structure, or create any financial
obligation for the Oity.
2
50
Recommended Action
• Conduct a public hearing under the requirements of TEFRA and the
Internal Revenue Code in consideration of the issuance of tax-exempt bonds bythe 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 Marisa! g
• Adopt Resolution No. 2026-03. "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
51
•
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