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aBSOLUTION NO.
RESOLUTION OP THE MAYOR AND COMMON
COUNCIL OP THE CITY OP SAN BERNARDINO,
CALIPORNIA, 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, pUl'Suant to a Trust IMenture dated as of September 1, 1989, by
and between the Redevelopment Agenl!Y of the City ot San Bernardino, a pUblic
bOdy, corporate and politic, duly organized and validly ~xistlni under the
Constitution and the laws of the State of California (the "Agency"), and Security
Pacific National Bank, as Tl'l.Istee (th. "Trustee"), as supplemented and amen4ed by
the Pirst 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 $34,034,145 (the "Series 1989-A 80Ms") and Its Collateralized Mortgage
Bond., Series 1989-B In the initial awegate 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 ot all right, title and interest In and to the Restated Mortgage Servicing
Ail'eement 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 Agreement (the "Mortgage Loans"), the
related mortgage notes (the "Mortgage Notes"), the related mortgages or deeds of
tl'Ust (the "Mortgages"), and all moneys, securities, Investments and funds held by
the Trustee under the [ndenture (all of the foregoing being referred to herein as the
"Trust Estate");
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WHERBAS, pUl'Iuant 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
pl:lyment or upon provision for payment of the principal of and interest on the
Bonds and &il S1.lms due or to become due to the Trustee under the Indenture, the
City Is entitled to receive aU right, title and interest in the Mortiage Loans, the
Mortgage Notes and the Mortgages held by the Trustee under the Indenture free
and clear ot any lien of the Indenture. (The rights of the City under SectIon 5.11
and ArtIcle VII ot the Indenture 8re herein referred to as the "ResIdual Interest in
the Trust Eltate!l)~ 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 Purchase Contract (as hereinafter
defined) is In the best Interest of the City, after tull consideratIon of all available
alternatlves;
NOW, THEREPORE, THE MAYOR AND COMMON' COUNCIL OP THE CITY
OF SAN BERNARDINO, CALIFORNIA, DO HEREBY FIND, RESOLVE,
DETERMINE AND ORDER AS FOLLOWS:
Section 1.
AuthorIzation of Sale of Residual Interest in Tr1Jst Estate.
The Mayor and Common Council hereby approve the sale by the City of its
Reslc1ual Interest in the Trust Estate to Meridian Bank fol' a purchase pril!e of
$800,000 pursuant to the terms of the Purchase Contract and Bill of Sale (the
"Purchase Contract"), substantially in the form 8S on file with the City Clerk.
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~. Execution ot DOQumenh. The Mayor and Common CounQIl
authorize the Ixecutlon ot the final torm of the Purchase Contract when the same
shall be presented fOr execution by the Mayor and the City Clerk or such other
appropriate City officer, subject to such changes, additions or deletions as may be
approved by Counsel for the City for the intended transaction contemplated
therein. The execution thereof by the Mayor and City Clerk or such other
appropriate City officer shall be deemed to be conclusive as to the approval
thereot by and on behalf of the City.
Section 3. Official Actions. The Mayor and Common CounCil, the City
Clerk, and any and all other officers of the City are hereby authorl:ted and
dIrected, tor and In the name and on behalf ot the City, to do any and all things and
to take any and all actlon8, 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 ot the Residual Interest In the Trust Estate and the
execution of the Purchase Contract and any related closing document8, as required,
and the consummation of the transactions described herein and therein.
Section 4. Bffective Date. This Resolution shall take effect from and
atter the date of Its passare and adoption.
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I HEREBY CERTIFY that the forerolnr resolution Wll8 duly adopted by the
Mayor and Common Council of the City ot San Bernardino at a
me.tinr thereof, held on the day of , 1990, by the
tollowlnl vote, to witl
A YES:
Council Members
NAYS:
ABSENT:
City Clerk
The torerolnr resolution I, hereby approved this _ day ot
1990.
Mayor of the City
of San Bernardino
Approved as to form and lera! content:
By:
City Attorney
State of California )
County of San Bernardino ).s
City ot San Bernardino )
I, SHAUNA CLARK, City Clerk In and tor the City ot San Bernardino, DO
HEREBY CERTIPY that the foregoing and attached copy ot San Bernardino City
Resolution No. I. a full, true and correct copy ot that now on tile in
this Office.
IN WITNESS WHEREOF, I have hereunto set my hand and affiud the
official seal ot the City ot San Bernardino thl. day of
1990.
City Clerk
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