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HomeMy WebLinkAbout1990-061 .' 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 90-61 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE SALE OF CERTAIN RESIDUAL ASSETS OF THE CITY PURSUANT TO A PURCHASE CONTRACT AND BILL OF SALE AND AUTHORIZING EXECUTION OF SUCH PURCHASE CONTRACT AND RELATED DOCUMENTS. WHEREAS, pursuant to a Trust Indenture dated as of September 1, 1989, by and between the Redevelopment Agency of the Ci ty of San Bernardino, a public body, corporate and politic, duly organized and validly existing under the Constitution and the laws of the State of California (the "Agency"), and Security Pacific National Bank, as Trustee (the "Trustee"), as supplemented and amended by the First Supplemental Trust Indenture dated as of October 1, 1989, by and between the Agency and the Trustee (said Trust Indenture, as so supplemented and amended being referred to herein as the "Indenture"), the Agency issued its Taxable Collateralized Mortgage Bonds, Series 1989-A in the initial aggregate principal amount of $34,034,745 (the "Series 1989-A Bonds") and its collateralized Mortgage Bonds, Series 1989-B in the initial aggregate principal amount of $3,080,000 (the "Series 1989-B Bonds"); and WHEREAS, pursuant to the Indenture, the Series 1989-A Bonds and the Series 1989-B Bonds (collectively, the "Bonds") are secured by an assignment and pledge of all right, title and interest in and to the Restated Mortgage Servicing Agreement dated as of September 1,1989 (the "Agreement"), by and between the Agency and Pacific Real Estate Mortgage Corporation (the "Servicer"), the mortgage loans serviced pursuant to the DABjsesjdocument.res February 19, 1990 1 I 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Agreement (the "Mortgage Loans"), the related mortgage notes (the "Mortgage Notes"), the related mortgages or deeds of trust (the "Mortgages" ), and all moneys, securities, investments and funds held by the Trustee under the Indenture (all of the foregoing being referred to herein as the "Trust Estate"); WHEREAS, pursuant to Section 5.11 of the Indenture, upon payment in full of the principal of and interest on the Bonds and the fees, charges and expenses of the Trustee thereunder, the City is entitled to receive certain moneys on deposit in the various funds and accounts held by the Trustee under the Indenture free and clear of the lien of the Indenture, and pursuant to Article VII of the Indenture, upon payment or upon provision for payment of the principal of and interest on the Bonds and all sums due or to become due to the Trustee under the Indenture, the City is entitled to receive all right, title and interest in and to the Mortgage loans, the Mortgage Notes and the Mortgages held by the Trustee under the Indenture free and clear of any lien of the Indenture (the rights of the City under Section 5.11 and Article VII of the Indenture are herein referred to as the "Residual Interest in the Trust Estate"); and WHEREAS, the City has received an offer to purchase its Residual Interest in the Trust Estate at a price which is reasonably equivalent to the present value to the City of the Residual Interest in the Trust Estate; and WHEREAS, the sale by the City of the Residual Interest in the Trust Estate on the terms and conditions contemplated in the DAB/ses/document.res February 19, 1990 2 1 2 Purchase Contract (as hereinafter defined) is in the best 3 interest of the City, after full consideration of all available 4 alternatives; 5 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF 6 SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE, DETERMINE 7 AND ORDER AS FOLLOWS: 8 SECTION 1. Authorization of Sale of Residual Interest in 9 Trust Estate. 10 The Mayor and Common Council hereby approve the sale by the City 11 of its Residual Interest in the Trust Estate to Meridian Bank for 12 a purchase price of $600,000 pursuant to the terms of the 13 Purchase Contract and Bill of Sale (the "Purchase Contract"), 14 substantially in the form as on file with the City Clerk. 15 SECTION 2. Execution of Documents. 16 The Mayor and Common Council authorize the execution and delivery 17 of the final form of the Purchase Contract when the same shall be 18 presented for execution by the Mayor and the City Clerk or such 19 other appropriate City officer, subj ect to such changes, 20 additions or deletions as may be approved by Counsel for the City 21 for the intended transaction contemplated therein. The execution 22 thereof by the Mayor and City Clerk or such other appropriate 23 City officer shall be deemed to be conclusive as to the approval 24 thereof by and on behalf of the City. 25 SECTION 3. Official Actions. 26 The Mayor and Common Council, the City Clerk, and any and all 27 other officers of the City are hereby authorized and directed, 28 DAB/ses/document.res February 19, 1990 3 I . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE SALE OF CERTAIN RESIDUAL ASSETS OF THE CITY PURSUANT TO A PURCHASE CONTRACT AND BILL OF SALE AND AUTHORIZING EXECUTION OF SUCH PURCHASE CONTRACT AND RELATED DOCUMENTS. for and in the name and on behalf of the City, to do any and all things and to take any and all actions, including execution and delivery of any and all assignments, certificates, requisitions, agreements, notices, consents, warrants and other documents which they, or any of them, may deem necessary or advisable in connection with the sale of the Residual Interest in the Trust Estate and the execution of the Purchase Contract and any related closing documents, as required, and the consummation of the transactions described herein and therein. SECTION 4. Effective Date. This Resolution shall take effect from and after the date of its passage and adoption. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / DAB/ses/document.res 4 February 19, 1990 . 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING THE SALE OF CERTAIN 3 RESIDUAL ASSETS OF THE CITY PURSUANT TO A PURCHASE CONTRACT AND BILL OF SALE AND AUTHORIZING EXECUTION OF SUCH PURCHASE CONTRACT 4 AND RELATED DOCUMENTS. 5 I HEREBY CERTIFY that the foregoing resolution was duly 6 adopted by the Mayor and Common Council of the City of San 7 Bernardino at a meeting thereof, held on the 19th regular 8 day of , 1990, by the following vote, to wit: February 9 Council Members: AYES NAYS ABSTAIN ESTRADA x REILLY x FLORES x MAUDSLEY x MINOR x POPE-LUDLAM x MILLER x 10 11 12 13 14 15 16 17 ~4??~4/~ib' City Clerk 18 19 this c;l/"4 day The foregoing resolution is hereby 20 of , 1990. Februarv 21 22 23 0 24 Approved as to form and legal content: 25 JAMES F. PENMAN, City Attorney ~~) 26 27 28 DAB/ses/document.res February 19, 1990 5