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HomeMy WebLinkAboutResolution No. 88RESOLUTION NO. 88 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, CALIFORNIA AUTHORIZING THE ISSUANCE OF $9,525,000 SINGLE FAMILY RESIDENTIAL MORTGAGE REVENUE BONDS, 1982 SERIES A AND THE AWARD OF SUCH BONDS TO MILLER & SCHROEDER MUNICIPALS. INC. WHEREAS; Chapter 8 of Part 1 of Division 24 of the Health and Safety Code of the State of California, as amended (the "Act"), empowers redevelopment agencies to issue revenue bonds for the purpose of purchasing mortgage loans to finance the construction of new residences within redevelopment project areas as defined in the Act; and WHEREAS, the City Council of the City of Azusa, California has established a redevelopment project area (the "Project Area") consisting of that area of land comprising the "Azusa Central Business District Redevelopment Project," established pursuant to Ordinance No. 2062, adopted on September 18, 1978, as amended by Ordinance No. 2077, adopted on July 2, 1979, and Ordinance No. 2113, adopted on July 20, 1981; and WHEREAS, the Agency finds and declares that the purchase of mortgage loans in the Project Area will further the public purposes of the Act by facilitating the increase of the supply of urban housing and easing the housing short- age that exists within the Project Area; by encouraging Californians of all social and economic positions to rein - habit the Project Area, thereby rendering the Project Area more socially balanced and economically self-sufficient; by reducing pressures for suburbanization and thereby miti- gating inefficient use of scarce energy resources and urban sprawl; and.by.stimulating urban building and construction activity, thereby increasing urban employment and improving the urban tax base; and WHEREAS, in furtherance of the purposes set forth in the Act the Agency wishes to provide for the financing of the purchase of mortgages on certain residences by the sale and issuance of its revenue bonds, and authorizing such action as might be required to implement such program; and WHEREAS, to provide for the construction of new residences within the Project Area and the purchase of mortgages thereon, agreements.have been reached by the Agency with a qualified developer and a qualified lending institution; and WHEREAS, pursuant to and in accordance with the provisions of the Act, the Agency is now prepared to enter into the Developer Agreement (hereinafter defined) and the Owner Participation Agreement (hereinafter defined) and to proceed with financing the purchase of such home mortgages and to issue not to exceed $9,525,000 in principal amount of its Single Family Residential Mortgage Revenue Bonds, 1982 Series A (the "Bonds"), such Bonds to be secured by the Indenture (hereinafter defined), and except to the extent payable from Bond proceeds, certain insurance proceeds or moneys from the investment thereof, to be payable solely from the revenues and receipts and other amounts received by the Agency pursuant to the Sale and Service Agreement (here- inafter defined); and WHEREAS, Miller & Schroeder Municipals, Inc., as underwriter for the Bonds (the "Underwriter") intends to offer the Bonds for sale to the public through use of an Official Statement (the "Official Statement") to effectuate such sale and has submitted to the Agency a proposal to purchase the Bonds and a form of Purchase Contract (herein- after defined) to be executed on the date that the Bonds are issued; and WHEREAS, American Municipal Bond Assurance Corpora- tion has offered to guarantee the payment of the principal of and interest on the Bonds (the "Bond Insurance Commit- ment"); and WHEREAS, copies of the Sale and Service Agreement, Indenture, Purchase Contract, Developer Agreement, Official Statement and the Bond Insurance Commitment have been pre- sented to and are before this meeting: NOW, THEREFORE, BE IT RESOLVED: Section 1. The following words and terms used in this resolution shall have the following meanings unless the context clearly indicates another or different meaning or intent: "Agency" shall mean the Redevelopment Agency of the City of Azusa, California. "AMBAC" shall mean American Municipal Bond Assur- ance Corporation. "Bond Insurance Commitment" shall mean the Munici- pal Bond Insurance Commitment of AMBAC, dated July 21, 1982, evidencing AMBAC's offer to guarantee the payment of princi- pal of and interest on the Bonds. -2- "Bonds" shall mean the Single Family Residential Mortgage Revenue Bonds, 1982 Series A of the Agency in an aggregate principal amount not to exceed $9,525,000 auth- orized to be issued pursuant to this resolution and Article II of the Indenture. "Developer" shall mean L/E Properties, and any successor. "Developer Agreement" shall mean the Developer Agreement dated as of August 1, 1982 between the Agency and the Developer, in the form approved by this resolution, as the same may be amended from time to time. "Indenture" shall mean the Trust Indenture dated as of August 1, 1982 between the Agency and the Trustee, as approved by this resolution, as the same may be supplemented from time to time in accordance with its terms. "Lending Institution" shall mean Atlas Capital Corporation, and any surviving, resulting or transferee corporation as permitted by the Sale and Service Agreement. "Mortgage Loans" shall mean the Mortgage Loans to be purchased pursuant to, and as defined in, the Sale and Service Agreement. "Official Statement" shall mean the Official State- ment of the Agency to be used by the Underwriter in connection with the sale of the Bonds. "Purchase Contract" shall mean the Purchase Contract dated the date of the issuance of the Bonds or such prior date as may be agreed upon by the Agency and the Underwriter, to be entered into between the Agency and th-e Underwriter, as approved by this Resolution, relating to the purchase of the Bonds. "Sale and Service Agreement" shall mean the Mortgage Sale and Service Agreement dated as of August 1, 1982 between the Agency and the Lending Institution, as approved by this Resolution, and as the same may be amended from time to time. "Trustee" shall mean Security Pacific National Bank and any successor acting as such under the Indenture. "Underwriter" shall mean Miller & Schroeder Munici- pals, Inc. Section 2. Pursuant to the Act, the Agency does hereby authorize the financing of the purchase of the Mort- gage Loans in accordance with the terms of the Sale and -3- Service Agreement and does hereby find and declare that this Resolution is being enacted pursuant to the powers granted by the Act and that the issuance of the Bonds is for the public purpose as set forth herein and in the Act. Section 3. The proposal of the Underwriter to pur- chase the Bonds is hereby found to be satisfactory and, accordingly, the Bonds are hereby awarded to the Underwriter at a price not less than 8 of the aggregate principal amount thereof, exclusive of accrued interest to the Closing Date (defined in the Purchase Contract). The sale of the Bonds shall be consummated by the execution of the Purchase Contract on the date that the Bonds are issued or such prior date as may be agreed upon by the Underwriter and the Agency. The Purchase Contract is hereby approved in substantially the form attached hereto as Exhibit A and the Chairman of the Agency is hereby authorized to execute and deliver the Purchase Contract on behalf of the Agency with such changes and completions therein with respect to interest rates, redemption provisions and the sale price of the Bonds as shall be approved by the Chairman of the Agency, his execution to constitute conclusive evidence of such approval. Section 4. To provide for the financing of the cost of the purchase of the Mortgage Loans on newly constructed residences located in the Project Area, the Agency does hereby authorize the issuance of revenue bonds under the Act to be designated "Redevelopment Agency of the City of Azusa Single Family Residential Mortgage Revenue Bonds, 1982 Series A" in the aggregate principal amount of up to $9,525,000. The Bonds shall be issued in the form and denominations set forth in the Indenture; shall be dated August 1, 1982 or such other date as may be agreed upon by the Underwriter and the Agency; except as otherwise pro- vided for in the Indenture, shall be numbered as provided in the Indenture; shall mature as set forth in Schedule I hereto, which by this reference is incorporated herein; shall bear interest payable semi-annually at the rates set forth in Schedule I hereto; and shall be subject to redemp- tion prior to maturity upon the terms and conditions set forth in the Indenture. Section 5. The Bonds shall be special obligations of the Agency and, except to the extent payable from Bond proceeds, certain insurance proceeds or moneys from the investment thereof, shall be payable solely from revenues and receipts and other amounts derived by or on behalf of the Agency from the Mortgage Loans. The Bonds shall not be -4- 9 • deemed to constitute a debt or liability of the Agency, the City of Azusa, the State of California or any political sub- division thereof for which is pledged the faith and credit or any general or moral obligation on the part of the Agency, the City of Azusa, the State of California or any political subdivision thereof with respect to the payment of the Bonds. A statement to such effect shall appear plainly on the face of each of the Bonds. Section 6. The Bonds shall be executed on behalf of the Agency by the facsimile signature of its Chairman and attested by the facsimile signature of its Secretary in the manner provided in the Indenture. The Bonds shall bear a facsimile seal of the Agency and shall be authenticated by the Trustee. Section 7. The Indenture is hereby approved in sub- stantially the form attached hereto as Exhibit B, and the Chairman of the Agency is hereby authorized to execute, acknowledge and deliver the Indenture with such changes therein as shall be approved by such persons executing such document, their execution to constitute conclusive evidence of such approval, and the Secretary of the Agency -is hereby authorized to affix to the Indenture the corporate seal of the Agency and to attest such seal. Section 8. The Sale and Service Agreement is hereby approved in substantially the form attached hereto as Exhibit C, and the Chairman of the Agency is hereby auth- orized to execute, acknowledge and deliver the Sale and Service Agreement, attested by the Secretary of the Agency, with such changes therein as shall be approved by such person executing such document, their execution to consti- tute conclusive evidence of such approval. The Secretary of the Agency is hereby authorized to affix to such document the corporate seal of the Agency and to attest such seal. The obligation of the Lending Institution to origin- ate Mortgage Loans also is hereby approved and determined to be fair, reasonable and necessary; the Service Fee pro- vided for therein shall be an amount equal to a monthly fee of one -twelfth of 1/5 of 1.08 of the unpaid balance on each Mortgage Loan, and the origination fee to be charged and retained by a Lending Institution in connection with each Mortgage Loan it originates pursuant to the Sale and Service Agreement shall be no more than 1/4 of 1.08 of the principal amount of such Mortgage Loan, subject to the terms of the Sale and Service Agreement, it being hereby deter- mined that the amount of such Service Fee and origination fee is fair, reasonable and necessary for the efficient and economic operation of the mortgage loan program -5- The Lending Institution shall undertake to accept and process applications for Mortgage Loans on a non- discriminatory, "first-come, first-served" or lottery basis as provided in the Sale and Service Agreement and in the Rules and Regulations. The Agency hereby expressly adopts the other provisions of the Sale and Service Agreement relative to the origination of Mortgage Loans as a require- ment of their governmental program of financing home mortgages. Section 9. The Developer Agreement is hereby approved in substantially the form attached hereto as Exhibit D, and the Chairman of the Agency is hereby auth- orized to execute and deliver such document on behalf of the Agency with such changes and completions therein as shall be approved by such person executing such document, their exe- cution to constitute conclusive evidence of such approval. The Secretary of the Authority is hereby authorized to affix to such document the corporate seal of the Agency and to attest to such seal. Section 10. The Agency hereby accepts the offer of AMBAC to issue a Municipal Bond Insurance Policy as evidenced by the Municipal Bond Insurance Commitment in the form attached hereto as Exhibit E. The Chairman of the Agency is hereby authorized to execute the necessary docu- ments to effect such insurance and to pay the premium for such insurance in amount equal to 1% of the total principal and interest on the Bonds, less any accrued or capitalized interest. Section 11. The Agency hereby adopts the Official Statement and authorizes its use by the Underwriter in offering the Bonds to the purchasers thereof. The Chairman of the Agency is hereby authorized to prepare, execute and deliver the official Statement for and on behalf of the Agency, with such changes and comple- tions therein as shall be approved by the Chairman, his execution to constitute conclusive evidence of such approval. Section 12. The interest rate on the Mortgage Loans shall be as specified and provided in the Sale and Service Agreement, it being understood that the difference between the interest rate on the Mortgage Loans and the interest rates on the Bonds represents the cost of fees of servicing the Mortgage Loans, Trustee fees, and amortized amounts to secure the payment of the Bonds; provided that the effective interest rate on the Mortgage Loans shall not be greater than 1% more than the Yield on the Bonds as such term is defined in the Indenture. 0 0 Section 13. The moneys received by the Lending Institution (with certain exceptions specified in the Sale and Service Agreement) as servicer of the Mortgage Loans shall constitute funds of the Agency and shall be held for the Agency by the Lending Institution in a Receipts Account until such moneys are transferred to the Trustee pursuant to the Sale and Service Agreement. The Agency hereby authorizes the Lending Institution to withdraw moneys from such Receipts Account to reimburse itself for certain restoration, insurance and liquidation expenses, all in accordance with Section 5.04 of the Sale and Service Agreement. The Agency hereby authorizes its Chairman to execute and deliver any further instruments or documents necessary to permit such withdrawals from the Receipts Account of the Agency maintained by the Lending Institution. Section 14. The authorized officials of the Agency are hereby empowered to execute and deliver the Bonds and all documents and other instruments which may be required under the terms of the Purchase Contract, the Indenture, Sale and Service Agreement, the Developer Agreement, and this Resolution. For purposes of this section "authorized officials of the Agency" shall mean the Chairman of the Agency or the Secretary of the Agency. Section 15. Neither the Lending Institution, the Developer nor any related person thereof as defined in Section 103(b)(6)(C) of the Internal Revenue Code of 1954, as amended, shall at any time, pursuant to any arrangement, formal or in- formal, purchase any Bonds for its own account. Section 16. Notwithstanding any matter in this Resolution to the contrary, the issuance of the Bonds and the execution of the Indenture, Sale and Service Agreement, the Developer Agreement, the Purchase Contract and the official Statement shall be conditioned upon the execution by the Underwriters of the Purchase Contract. Section 17. This Resolution shall become effective immediately upon its adoption and approval. PASSED, APPROVED AND ADOPTED this 16th day of August 1982. P Chalvrman of the Redevelopment Agency of the City of Azusa I hereby certify that the foregoing Resolution was duly adopted by the Redevelopment Agency of the City of Azusa at an -7- 0 0 adjourned regular meeting thereof held on the 16th day of August 1982, by the following vote of the Agency: AYES: DIRECTORS: Decker, Hart, Latta, Moses NOES: DIRECTORS: None ABSENT: DIRECTORS: None [SEAL) Secretary om SCHEDULE I Maturity Date Amount August 1, 1997 $2,495,000 August 1, 2000 $1,805,000 August 1, 2006 $5,225,000 Interest Rate