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HomeMy WebLinkAboutResolution No. 92-R120 0 RESOLUTION NO. 92-F12 RESOLUTION OF THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA APPROVING THE ISSUANCE AND SALE OF ITS SINGLE FAMILY MORTGAGE REVENUE REFUND- ING BONDS; APPROVING FORMS OF AN INDENTURE, A MORTGAGE SALE, PASS-THROUGH PURCHASE AND SERVICING AGREEMENT, A PRELIMINARY OFFICIAL STATEMENT AND PURCHASE CONTRACT FOR THE BONDS; APPROVING AN ESCROW AGREEMENT; APPOINTING A TRUSTEE AND A SERVICER FOR THE BONDS; APPROV- ING SALE OF HOME MORTGAGES AND DELIVERY OF BAILMENT AGREEMENTS; AND AUTHORIZING CERTAIN OTHER ACTIONS WHEREAS, the Redevelopment Agency of the City of Azusa (the "Agency") has previously issued its "Residential Mortgage Revenue Bonds, 1979 Series A" (the "Prior Bonds") under the provi- sions of Chapter 8 of Part 1 of Division 24 of the California Health and Safety Code for the purpose of financing new residential construction in redevelopment project areas of the Agency; and WHEREAS, the Agency wishes to refund the Prior Bonds and cause them to be redeemed on the earliest practicable dates by means of the issuance of a series of refunding bonds of the Agency (the "Refunding Bonds"), all for the purpose of producing savings to the Agency; and WHEREAS, the Refunding Bonds will be secured as to payment of principal, interest and premium by separate pools of mortgage-backed securities guaranteed as to payment by the Federal National Mortgage Association ("Fannie Mae"), such pools to be composed of mortgage loans (the "Home Mortgages") originated with proceeds of the Prior Bonds; and WHEREAS, the Agency has received joint proposals from Magnus Capital, Inc. and Miller & Schroeder Financial, Inc. (the "Underwriters") for the purchase of the Refunding Bonds pursuant to the Purchase Contract (the "Purchase Contract") and the Under- writers have caused to be prepared a proposed form of Preliminary Official Statement to be used in connection with the sale of the Refunding Bonds; and WHEREAS, the Agency has received proposals from Pacific Central Mortgage, Inc. to purchase the Home Mortgages in exchange for the delivery of mortgage-backed securities and a payment to the Agency; and WHEREAS, there have also been prepared a proposed form of Indenture under which the Refunding Bonds will be issued and a Mortgage Sale, Pass -Through Purchase and Servicing Agreement pursu- ant to which the Home Mortgages will be sold in exchange for the delivery of mortgage-backed securities guaranteed by Fannie Mae, which mortgage-backed securities will secure repayment of the Refunding Bonds; NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE REDEVELOPMENT AGENCY OF THE CITY OF AZUSA, AS FOLLOWS: Section 1. Recitals. The above recitals, and each of them are true and correct. Section 2. Issuance of Refunding Bonds: Approval of Indenture. The Agency hereby authorizes the issuance of its refunding bonds for the purpose of refunding its Prior Bonds, said bonds to be known as the "Redevelopment Agency of the City of Azusa, Single Family Mortgage Revenue Refunding Bonds (Mortgage - Backed Securities Program) 1992 Series A. The Refunding Bonds shall be issued in the principal amounts to be determined by the Executive Director in connection with the execution of the Purchase KRW93372 Contract, provided that the aggregate principal amount of the Refunding Bonds shall not exceed $10,000,000. The proposed form of the Indenture (the "Indenture") on file with the Secretary of the Agency, by and between the Agency and the Trustee for the Refunding Bonds, is hereby approved and the Chairman or Vice Chairman of the Agency and the Secretary of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency to execute, acknowledge and deliver to the Trustee for the Refunding Bonds the Indenture in substantially the form hereby approved, with such additions or changes as Bond Counsel, Agency Counsel and the officers executing the same may approve and which may be consistent with the Purchase Contract, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. Form of Bonds: Book -Entry System. The proposed form of the Refunding Bonds as set forth in the Indenture is hereby approved, and the Chairman or Vice Chairman of the Agency and the Secretary of the Agency are hereby authorized and directed to execute by manual or facsimile signature, in the name and on behalf of the Agency and under its seal, such Refunding Bonds in either temporary and/or definitive form in the aggregate principal amounts set forth in the Indenture and the Purchase Contract and all in accordance with the terms and provisions of the Indenture, and the Executive Director is authorized to prepare and/or deliver any and all documents, materials or approvals necessary to provide for a system of book -entry ownership and transfer of the Refunding Bonds in the event the Underwriters request that the Refunding Bonds be delivered in book -entry form. Section 4. Mortgage Sale, Pass -Through Purchase and Servicing Agreement: Sale of Home Mortgages and Delivering of Bailment Agreement. The proposed form of the Mortgage Sale, Pass - Through Purchase and Servicing Agreement (the "Sale and Servicing Agreement") between the Agency and Pacific Central Mortgage, Inc., as servicer (the "Servicer"), on file with the Secretary of the Agency, pursuant to which the Agency will sell the Home Mortgages in exchange for (i) the purchase and delivery of mortgage-backed securities guaranteed by Fannie Mae to secure repayment of the Refunding Bonds and (ii) a payment or payments by the Servicer to the Agency for Home Mortgages not required to secure repayment of the Refunding Bonds, are hereby approved and the Chairman or Vice Chairman of the Agency and the Secretary of the Agency are hereby authorized and directed, for and in the name of the Agency, to execute the Sale and Servicing Agreement in substantially the form hereby approved, with such additions or changes as Bond Counsel, Agency Counsel and the officers executing the same may approve and which may be consistent with the Purchase Contract and subject to the determination of the final purchase price for the Home Mort- gages as hereinafter set forth in this Section 4, such approval to be conclusively evidenced by the execution and delivery thereof. The Executive Director or Finance Director of the Agency are authorized and directed to take such action and deliver such instructions to the trustee for the Prior Bonds in connection with the sale of the Home Mortgages and the delivery of the mortgage- backed securities to secure repayment of the Refunding Bonds as may, in consultation with Bond Counsel, be determined to be neces- sary to effect such sale. In this connection, in order to enable the Servicer to cause the mortgage-backed securities to be obtained and delivered, the Executive Director or the Finance Director are further authorized and directed for and in the name and on behalf of the Agency to execute and deliver to the trustee for the Prior Bonds instructions for such trustee to deliver to such bailee as may be acceptable to the Servicer and the trustee for the Prior Bonds, bailment letters in substantially the form set forth as Exhibit B to the Sale and Servicing Agreement and providing gener- ally for the delivery of the Home Mortgages to such bailee on behalf of the trustee for the Prior Bonds pending their purchase by the Servicer and the delivery of the mortgage-backed securities. The Executive Director or the Finance Director are further authorized and directed for and in the name and on behalf of the Agency to deliver a letter to such bailee in substantially the form set forth as Exhibit A to the Sale and Servicing Agreement and KRW93372 - 2 - 0 0 relating generally to the bailment arrangement to be established with respect to the Home Mortgages. The Executive Director or the Finance Director are authorized to establish the final purchase price for the sale of the Home Mortgages to the Servicer pursuant to the Sale and Servicing Agreement, provided that the purchase price with respect to each series of the Prior Bonds shall be not less than the sum of (1) the amount of mortgage-backed securities backed by Home Mortgages to be delivered by the Servicer and which will provide for the repayment of the Refunding Bonds and (2) a payment by the Servicer to the Agency with respect to the Home Mortgages (whether said Home Mortgages are exchanged by the Ser- vicer for mortgage-backed securities or not) not required for the purpose of securing repayment of the Refunding Bonds in an amount not less than $500,000. Section 5. Official Statement. The proposed form of the Preliminary Official Statement on file with the Secretary of the Agency and relating to the Refunding Bonds is hereby approved, and such Preliminary Official Statement may be brought into the form of a Final Official Statement which shall contain such changes or modifications as deemed necessary by any of the Chairman, Vice Chairman or Executive Director of the Agency, Bond Counsel and/or Agency Counsel. The Chairman, Vice Chairman or Executive Director are hereby authorized to execute and deliver said Final Official Statement for and in the name and on behalf of the Agency. The Executive Director is authorized to "deem final," within the mean- ing of Rule 15c2-12 of the Securities Exchange Act of 1934, the Preliminary Official Statement. The Agency hereby authorizes the distribution of the Preliminary Official Statement and the Final Official Statement by the Underwriters. Section 6. Purchase Contract. The proposed form of the Purchase Contract on file with the Secretary of the Agency and relating to the purchase of the Refunding Bonds by the Under- writers, and the sale of the Refunding Bonds pursuant thereto upon the terms and conditions set forth therein is hereby approved and, subject to such approval and the provisions of Section 7 hereof, the Chairman, Vice Chairman or Executive Director of the Agency are hereby authorized and directed to evidence the Agency's acceptance of the offers made by said Purchase Contract by executing and delivering said Purchase Contract in said form with such non - substantive changes therein as the Chairman, Vice Chairman or Executive Director may approve and such matters as are authorized by Section 7 hereof, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. Executive Director Authorized to Establish Final Terms of Sale of the Refunding Bonds. The Executive Director of the Agency, based on such advice as he may deem necessary, is hereby authorized and directed to act on behalf of the Agency to establish and determine: (i) the final principal amounts of the Refunding Bonds, which amounts shall not exceed the amounts set forth in Section 2 hereof; (ii) the interest rates on the different maturities of the Refunding Bonds (or the approximate yield in the case of any compound interest bonds), which rates shall result in a net effective interest rate on the Refunding Bonds (taking into account any original issue discount on the sale thereof) of not more than 8% per annum; and (iii) the underwriter's discount for the purchase of the Refunding Bonds, which shall not exceed 1.65% of the par amount of the Refunding Bonds. Section 8. Defeasance of Prior Bonds: Approval of Escrow Agreement. The Agency hereby approves the defeasance of the Prior Bonds with the proceeds of the Refunding Bonds, in accordance with the provisions of the documents pursuant to which such Prior Bonds were issued, and the Escrow Deposit and Trust Agreement, the form of which is on file with the Secretary of the Agency, between the Agency and the trustee for the Prior Bonds (the "Escrow Agree- ment"). The Agency hereby approves the Escrow Agreement in the form on file with the Secretary, together with any changes therein or additions thereto deemed advisable by the Executive Director upon consultation with Bond Counsel and Agency Counsel. The Agency KRW93372 - 3 - 0 0 hereby authorizes and directs the Executive Director to execute and deliver the final form of the Escrow Agreement for and in the name and on behalf of the Agency. The Agency hereby authorizes the delivery and performance by the Agency of the Escrow Agreement. Section 9. Appointment of the Trustee. First Interstate Bank of California, N.A., Los Angeles, California is hereby appointed as trustee for the Agency and the owners of the Refunding Bonds, with the duties and powers of such trustee as set forth in the Indenture. Section 10. Servicer. Pacific Central Mortgage, Inc. is hereby appointed as servicer under the Sale and Servicing Agreement relating to the Refunding Bonds. The Executive Director or the Finance Director are further authorized to terminate the services of any lenders and servicers with respect to the Prior Bonds, such termination to be effective upon the sale of the Home Mortgages and purchase of the mortgage-backed securities pursuant to the Sale and Servicing Agreement or such earlier time as may be determined by Bond Counsel to be consistent with the provisions of the documents relating to the Prior Bonds. Section 11. Requisitions. Any of the Chairman, the vice Chairman, the Executive Director or Finance Director of the Agency are hereby authorized and directed to execute one or more requisi- tions authorizing the Trustees to pay the cost of issuing the Refunding Bonds from the proceeds of the Refunding Bonds pursuant to the applicable Indentures. Section 12. Other Acts. The officers of the Agency are hereby authorized and directed, jointly and severally, to do any and all things, to execute and deliver any and all documents, including but not limited to, the Final Official Statement, which in consultation with the staff, Agency Counsel and Bond Counsel, they may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Refunding Bonds, to effect the sale of the Home Mortgages and the purchase of the mortgage-backed securities or otherwise to effectuate the purposes of this Resolu- tion, and any such actions previously taken by such officers are hereby ratified and confirmed. Section 13. Effective Date. This Resolution shall take effect immediately upon adoption. ADOPTED this 18th day of February, 1992. Qn2/ CEa;tman of the Redevelopment Agency of he City of Azusa KRW93372 - 4 -