Parking Facilities Corporation Board Of Directors — Columbia, SC
Date: 2016-12-08
Time: 09:00

Columbia Parking Facilities Corporation Board of Directors
 ,
 Board Meeting http://www.columbiasc.gov

 ~ Minutes ~ Erika Moore
 803-545-3043


Thursday, December 8, 2016 9:00 AM City Hall, Conference Room


 CALL TO ORDER

 Member Stephen K. Benjamin: Present, Member Sam Davis: Present, Member Tameika Isaac
 Devine: Present.

 ACKNOWLEDGEMENT OF COMPLIANCE WITH FREEDOM OF
 INFORMATION ACT

 Mayor Benjamin acknowledged that public notice was given.

 UNFINISHED BUSINESS

 There was no unfinished business.

 NEW BUSINESS / APPROVAL OF RESOLUTIONS

 Motion To: Appoint Stephen K. Benjamin as President; Sam Davis as Vice President; and
 Tameika Devine as Secretary.

 RESULT: ADOPTED [UNANIMOUS]
 MOVER: Tameika Isaac Devine, Member
 SECONDER: Sam Davis, Member
 AYES: Stephen K. Benjamin, Sam Davis, Tameika Isaac Devine

 Motion To: Approve the following Resolutions.
 COMMENTS - Current Meeting:

 FURTHER RESOLVED, that the form of Agreement of Purchase and Sale (the
 “Agreement”) among the Corporation, as seller, the City and the Foundation, as purchaser,
 presented to the Board is hereby approved and the President and the Vice President of the
 Corporation (each, an “Authorized Officer”) are authorized to execute and deliver in the name and
 on behalf of the Corporation the Agreement, in substantially the form presented to the Board with
 such modifications, additions or changes thereto as the Authorized Officers shall determine to make,
 with advice of counsel, such execution and delivery of such Agreement being conclusive of their
 approval of the matters therein contained; and

 FURTHER RESOLVED, that the Authorized Officers are authorized to negotiate, execute
 and deliver in the name and on behalf of the Corporation certain documents in connection with the
 execution of the Agreement, the sale of the Garage Projects and the payment or redemption prior to
Columbia Parking Facilities Corporation Board of Directors Page 1 Printed 12/22/2016
Board Meeting Minutes December 8, 2016
 maturity of the $13,080,000 original principal amount South Carolina Jobs-Economic Development
 Authority Revenue Bonds (Innovista Garage Project) Series 2007, and the $5,185,000 original
 principal amount loan from Branch Banking & Trust Company to the Corporation (collectively, the
 “Debt”), all to occur on or prior to the Payoff Date (as defined in the Agreement), including
 amendments or terminations (as applicable) to various documents executed by the Corporation in
 connection with the original financing of the Garage Projects (e.g., the “Debt”), including but not
 limited to the ISDA master agreements and related schedules and confirmations; ground leases
 with the University of South Carolina (the “University”); loan agreements; an assignment of
 contracts, licenses, and permits; a funds custody and pledge agreement; an environmental
 compliance certificate and indemnity agreement; a financing, subordination and non-disturbance
 agreement; an amended and restated master intergovernmental agreement; an amended and restated
 operating agreement; a tax regulatory agreement, operator’s tax agreement or other federal tax
 certificates; and any other certificates, instruments and agreements; and

 FURTHER RESOLVED, that, in addition to the specific authorizations set forth in the
 foregoing resolutions regarding the payment or redemption prior to maturity of the Debt or the
 Garage Projects and related matters, the Authorized Officers are hereby authorized to take any
 and all such action, to execute, in the name of and on behalf of the Corporation, and deliver from
 time to time any and all such instruments, requests, receipts, notes, applications, reports,
 certificates and other documents as may be required or requested by the City, the Foundation or
 the University or otherwise necessary or advisable in their opinion, with advice of counsel, to
 effectuate, consummate and comply with the purpose and intent of the foregoing resolutions or
 any of them.

 RESULT: ADOPTED [UNANIMOUS]
 MOVER: Sam Davis, Member
 SECONDER: Tameika Isaac Devine, Member
 AYES: Stephen K. Benjamin, Sam Davis, Tameika Isaac Devine

 ADJOURNMENT

 Motion To: Adjourn at 9:04 a.m.

 RESULT: ADOPTED [UNANIMOUS]
 MOVER: Sam Davis, Member
 SECONDER: Tameika Isaac Devine, Member
 AYES: Stephen K. Benjamin, Sam Davis, Tameika Isaac Devine




Columbia Parking Facilities Corporation Board of Directors Page 2 Printed 12/22/2016