R-488
RESOLUTION NO. 488 eRAS)
(REDEVELOPMENT AGENCY)
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA
AUTHORIZING THE EXECUTION AND DELIVERY BY THE AGENCY
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 "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 Agency, in order to take advantage oflow interest rates and provide less
uncertainty in future budget and planning, determines that it is in the best interest of the Agency
and of benefit to the Santa Monica Earthquake Recovery Redevelopment Project Area (the
"Project Area") to modifY 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.1"), 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 ofthe 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;
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Transac2
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 Agency 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;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE REDEVELOPMENT AGENCY OF THE CITY OF SANTA MONICA, as follows:
Section 1. All of the 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
Secretary, is hereby approved, and the Chairperson, or such other member of the Board as the
Chairperson may designate, the Executive Director of the Agency and the Treasurer of the
Agency (the "Authorized Officers"), are each hereby authorized and directed, for and in the
name and on behalf of the Agency, to execute and deliver the Amendment No.1 and 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 the Parking Authority 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 Agency 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
Agency with respect to the transactions set forth above are hereby approved, confirmed and
ratified.
Section 5. The Secretary 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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I, Maria M. Stewart, City Clerk of the City of Santa Monica, do hereby certify that
the foregoing Resolution No. 488 (RAS) was duly adopted at a joint meeting of the
Santa Monica City Council and the Redevelopment Agency held on the 14th day of
September, 2004, by the following vote:
Ayes: Agency members:
Chair Bloom, Chair Pro Tem McKeown,
Feinstein, Genser, Holbrook, O'Connor
Noes: Agency members:
None
Abstain: Agency members:
None
Absent: Agency members:
Katz
ATTEST:
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