R-9979
RESOLUTION NO. 9979
(CCS)
(CITY COUNCIL SERIES)
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA
MONICA AUTHORIZING THE EXECUTION AND DELIVERY BY THE
CITY 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. 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 of the Notes;
WHEREAS, a form of the Amendment No.1, including the form of the Notes, has been
prepared;
WHEREAS, the City Council of the City (the "City Council") has been presented with
the form of such documents referred to herein relating to the transactions contemplated hereby,
and the City Council 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 and the City Charter of the City 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 City 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 CITY COUNCIL OF THE
CITY OF SANTA MONICA, as follows:
Section 1. All of the recitals herein contained are true and correct and the City Council
so finds.
Section 2. The form of the Amendment No.1, including the Notes, on file with the City
Clerk, is hereby approved, and the Mayor of the City, or such other member of the City Council
as the Mayor may designate, the City Manager of the City and the Director of Finance of the
City (the "Authorized Officers"), are each hereby authorized and directed, for and in the name
and on behalf of the City, to execute and deliver the Amendment No. 1 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 City 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 City
with respect to the transactions set forth above are hereby approved, confirmed and ratified.
Section 5. The City 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, Mayor
I, Maria Stewart, City Clerk of the City of Santa Monica, do hereby certify
that the foregoing Resolution No. 9979 (CCS) was duly adopted at a meeting of
the Santa Monica City Council held on the 14th day of September, 2004, by the
following vote:
Ayes:
Council members: Mayor Bloom, Mayor Pro Tern McKeown,
Feinstein, Genser, Holbrook, O'Connor
Noes:
Council members: None
Abstain:
Council members: None
Absent:
Council members: Katz
ATTEST:
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Maria M. Stewart, ity Clerk
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