1987-04 RESOLUTION NO. 87-04
A RESOLUTION OF THE COMMUNITY REDEVELOP-
MENT AGENCY OF THE CITY OF GRAND TERRACE
APPROVING A PURCHASE CONTRACT AND BILL OF
SALE AND CERTAIN OTHER MATTERS RELATING
THERETO
WHEREAS, the Community Redevelopment Agency of the
City of Grand Terrace ( the "Agency" ) has heretofore issued
its Community Redevelopment Agency of the City of Grand
Terrace Residential Mortgage Revenue Bonds, Issue of 1981
( the "Bonds" ) in the aggregate principal amount of
$30, 000 , 000 pursuant to Resolution No. CPA 81-04 ( the "1981 s
Resolution" ) adopted by the Agency on February 26 , 1981; and
WHEREAS, pursuant to Sections 103 and 601 of the
1981 Resolution, the Bonds are secured by an irrevocable
pledge of the Mortgage Loans, Pledged Revenues and Funds and
Accounts (all as more particularly described in the 1981
Resolution) held by Security Pacific National Bank, as
trustee ( the "Trustee" ) ; and i
WHEREAS, pursuant to the 1981 Resolution, upon
payment in full, whether at maturity or by prior redemption,
or upon provision for payment in full of the Bonds, the
Agency is entitled to receive all moneys or securities
including all right, title and interest in any Mortgage
Loans held by the Trustee free and. clear of any trust, lien
or pledge of the 1981 Resolution; and
WHEREAS, the Agency has heretofore entered into a
Mortgage Loan Purchase Agreement dated March 17, 1981 ( the
"Purchase Agreement" ) among the Agency, the Trustee and
Crocker National Bank (the "Seller" ) pursuant to which the
Seller agreed to deliver Mortgage Loans for purchase by the
Trustee on behalf of the Agency with proceeds of the Bonds ;
and
WHEREAS, the Agency has heretofore entered into a
Servicing Agreement dated March 17, 1981 ( the "Servicing
Agreement" ) among the Agency, the Trustee and Crocker
National Bank ( the "Servicer" ) pursuant to which the Ser-
vicer" has agreed to maintain and service the Mortgage Loans
purchased by the Trustee on behalf of the Agency with the
proceeds of the Bonds; and
WHEREAS, the Agency has determined that it is in
the best interests of the Agency to sell the Agency ' s inter-
est in the Trust Estate (as hereinafter defined) to Miller &
Schroeder Financial, Inc. pursuant to the terms of a pur-
chase contract and bill of sale presented at this meeting;
NOW, THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:
Section 1 . Recitals . The above recitals, and each
of them, are true and correct .
Section 2 . Authorization to Sell . The sale of the
Agency' s right, title and interest in and to ( i ) the cash,
Mortgage Loans, securities and other assets ( including cash
and non-cash proceeds of any of the foregoing) which are
required to be released to the Agency pursuant to Sec-
tions 612 and 1401 of the 1981 Resolution and ( ii ) all of
the right, title and interest of the Agency under and
pursuant to the provisions of all documents and agreements
executed in connection with the issuance and sale of the
Bonds , including, without limitation, the 1981 Resolution,
the Purchase Agreement and the Servicing Agreement ( the
"Agency' s Interest in the Trust Estate" ) for a purchase
price of not less than $376, 500 is hereby authorized and
approved and the Director is hereby authorized to determine
the final purchase price which shall be incorporated in the
purchase contract and , bill of sale executed on behalf of- the
Agency pursuant to Section 3 hereof_.
Section 3 . Approval of Purchase Contract and Bill
of Sale. The proposed form of purchase contract and bill of
sale between the Agency and Miller & Schroeder Financial ,
Inc. ( the "Purchase Contract and Bill of Sale." ) presented at
this meeting is hereby approved and, subject to the provi-
sions of Section 2 hereof, the Chairman and the Secretary
are hereby authorized and directed, for and in the name of
the Agency, to execute the Purchase Contract and Bill of
Sale in substantially the form hereby approved, with such
changes therein as the officers executing the same may
approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
Section 4 . Consent to Assignment . The Agency
hereby consents to the assignment of the Purchase Contract
and Bill of Sale by Miller & Schroeder Financial, Inc. to
Meridian Bank, a Pennsylvania banking corporation ( "Meridian
Bank" ) , as contemplated in the Purchase Contract and Bill of
Sale .
Section 5 . Direction to Trustee. The Trustee is
hereby authorized and directed to do any and all things and
to execute and deliver any and all documents which are
determined ;to be necessary in order to consummate the sale
of the Agency ' s Interest in the Trust Estate by the Agency
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to Miller & Schroeder Financial, Inc. pursuant to the
Purchase Contract and Bill of Sale and the assignment
thereof to Meridian Bank .
Section 6 . Direction to Seller . The Seller is
hereby authorized and directed to do any and all things and
to execute and deliver any and all documents which are
determined to be necessary in order to consummate the sale
of the Agency ' s Interest in the Trust Estate by the Agency
to Miller & Schroeder Financial, Inc. pursuant to the
Purchase Contract and Bill of Sale and the assignment
thereof to Meridian Bank .
Section 7 . Direction to Servicer . The Servicer is
hereby authorized and directed to do any and all things and
to execute and deliver any and all documents which are
determined to be necessary in order to consummate the sale
of the Agency ' s Interest in the Trust Estate by the Agency
to Miller & Schroeder Financial, Inc. pursuant to the
Purchase Contract and Bill of Sale . and the assignment
thereof to Meridian Bank.
Section 8 . Special Counsel. The proposal of Best,
Best & Krieger , Riverside, California, to act as special
counsel in this financing is hereby approved on the terms
set forth in the proposal letter of said firm presented to
this meeting and the Chairman or Vice-Chairman, or their
designee, is authorized and directed to execute and cause
said proposal letter to be delivered on behalf of the
Agency.
Section 9 . Other Acts . The Chairman, the Execu-
tive Director, the Secretary, the Agency counsel , and any
and. all other officers of the Agency are each authorized and
directed 'in the name of and on behalf of the Agency to do
any and all acts and to make any and all assignments, cer-
tificates, requisitions, agreements, notices, consents,
instruments of. conveyance, warrants and other documents
which they or any of them might deem necessary or appropri-
ate in order to consummate any of the transactions contem-
plated by the agreements and documents approved pursuant to
this Resolution.
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Section 10 . Effective Date. This Resolution shall
take effect from and after the date of its passage and adop-
tion.
Adopted this 12th day of November, 1987 .
U "
C f&irman of the Community
Redevelopment Agency of the
City of Grand Terrace
ATTEST:
Secretary ofAhe" Community
Redevelopment Agency of the
City of Grand Terrace
Approved as to form
City Attorney D
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CERTIFICATE
I ► Juanita J. Brown Secretary of the Community
Redevelopment Agency of the City of Grand Terrace, do hereby
certify that the foregoing Resolution was regularly intro-
duced and adopted by the Community Redevelopment Agency of
the City of Grand Terrace at a regular meeting thereof held
on the 12th day of November , 1987 by the following vote of
the Board of the Agency:
AYES: Councilmembers Matteson, Pfennighausen, Grant,
Evans and Shirley
NOES: None
ABSENT: None
ABSTAINED: None
IN WITNESS WHEREOF, I have hereunto set my hand
this 12th day of November , 1987 .
Secretary of th�� Community
Redevelopment Agency of the City of
Grand Terrace
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