R-242
RESOLUTION NO. 242
(PAS)
(PARKING AUTHORITY)
RESOLUTION OF THE BOARD OF DIRECTORS OF THE PARKING
AUTHORITY OF THE CITY OF SANTA MONICA AUTHORIZING THE
EXECUTION AND DELIVERY BY THE AUTHORITY OF AN
AMENDMENT NO. 1 TO AMENDED AND RESTATED SALE AND
PERFORMANCE AGREEMENT AND AUTHORIZING THE
EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES
AND RELATED ACTIONS
WHEREAS, the Parking Authority of the City of Santa Monica (the "Parking
Authority"), the City of Santa Monica (the "City") and the Redevelopment Agency of the City of
Santa Monica (the "Agency") had previously entered into an Amended and Restated Sale and
Performance Agreement by and among the City of Santa Monica, the Parking Authority of the
City of Santa Monica and the Redevelopment Agency of the City of Santa Monica for the Santa
Monica Downtown Parking Garage Acquisition and Retrofit Project, dated June 20, 2003 (the
"Agreement"), in which the Agency acquired six (6) parking structures owned by the Parking
Authority, for the consideration, in part, of the execution by the Agency of a variable rate
promissory note in the original principal amount of $60,000,000 in favor of the Parking
Authority (the "Original Note");
WHEREAS, the Parking Authority, the City and the Agency desire to amend the
Agreement pursuant to an Amendment No.1 (the "Amendment No. I"), by and among the
Parking Authority, the City and the Redevelopment Agency, to provide for the modification of
the variable rate Original Note into two (2) fixed rate promissory notes ("Note A" and "Note B"
and, collectively, the "Notes") in the same aggregate outstanding principal amount as the
Original Note with the same terms as the Original Note except that, along with the modified
interest rates, the principal payments thereof shall be amortized to produce level annual debt
service payments over the term of the Notes;
WHEREAS, a form of the Amendment No.1, including the form of the Notes, has been
prepared;
WHEREAS, the Board has been presented with the form of such documents referred to
herein relating to the transactions contemplated hereby, and the Board has examined and
approved each document and desires to authorize and direct the execution of such documents and
the consummation of such transactions;
WHEREAS, all acts, conditions and things required by the laws of the State of
California to exist, to have happened and to have been performed precedent to and in connection
with the consummation of such transactions authorized hereby do exist, have happened and have
been performed in regular and due time, form and manner as required by law, and the Parking
Authority is now duly authorized and empowered, pursuant to each and every requirement of
law, to consummate such transactions for the purpose, in the manner and upon the terms herein
provided;
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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE PARKING AUTHORITY OF THE CITY OF SANTA MONICA, as follows:
Section 1. All ofthe recitals herein contained are true and correct and the Board so finds.
Section 2. The form of the Amendment No.1, including the Notes, on file with the
Authority Clerk, is hereby approved, and the Chairperson, or such other member of the Board as
the Chairperson may designate, the Executive Secretary of the Parking Authority and the
Treasurer of the Parking Authority (the "Authorized Officers"), are each hereby authorized and
directed, for and in the name and on behalf of the Parking Authority, to execute and deliver the
Amendment No.1 and accept delivery of Note A and Note B in substantially said form, with
such changes, insertions and omissions therein as the Authorized Officer executing the same may
require or approve, such approval to be conclusively evidenced by the execution and delivery
thereof; provided however, that the principal amount of and interest rate on Note A shall be as
determined by an Authorized Officer in furtherance of and to correspond with the current
financing plan of the Parking Authority, with an interest rate not to exceed 7% per annum, and
the principal amount of Note B shall be the remaining outstanding balance of the Original Note
with an interest rate of7.00% per annum.
Section 3. The officers, employees and agents of the Parking Authority are hereby
authorized and directed, jointly and severally, to do any and all things which they may deem
necessary or advisable in order to consummate the transactions herein authorized and otherwise
to carry out, give effect to and comply with the terms and intent ofthis Resolution.
Section 4. All actions heretofore taken by the officers, employees and agents of the
Parking Authority with respect to the transactions set forth above are hereby approved,
confirmed and ratified.
Section 5. The Authority Clerk shall certify to the adoption of this Resolution and
thenceforth and thereafter the same shall be in full force and effect.
APPROVED AS TO FORM:
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Adopted and approved this 14th day of September, 2004.
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Richard Bloom, Chair
I hereby certify that the foregoing Resolution No. 242 (PAS) was duly adopted at
a joint meeting of the Santa Monica City Council and the Parking Authority held on the
14th day of September, 2004, by the following vote:
Ayes: Authority Members:
Chair Bloom, Chair Pro Tem McKeown,
Feinstein, Genser, Holbrook, O'Connor
Noes: Authority Members:
None
Abstain: Authority Members:
None
Absent: Authority Members:
Katz
ATTEST:
~. ~~. ~J
Maria M. Stewart, Au ority Secretary
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