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HomeMy WebLinkAboutHOUSING ASSISTANCE AGREEMENTTTOUS rl I ASSISTANCE AGREEMENT Dated as of June I , 1998 by and among the SAID DIMAS HOUSING AUTHORITY and SAN DIMAS REDEVELOPMENT AGENCY and U.S.BANK TRUST NATIONAL ASSOCIATION, as Trustee N pertaining to: $8,075,000 San Dimas Housing Authority Mobile Home Park Revenue Bonds (Charter Oak Mobile Home Estates Acquisition Project) Series 1998A FK08889/983075/500603.06_ HOUSING ASSISTANCE AGREEMENT This Housing Assistance Agreement (the "Agreement"), dated as of June 1, 1998, is made by and among the San Dimas Housing Authority, a public body, corporate and politic (the "Authority"), San Dimas Redevelopment Agency, a public body, corporate and politic (the "Agency"), and U.S. Bank Trust National Association,, as trustee (the "Trustee") under an Indenture of Trust, dated as of June 19 1998, by and between the Authority and the Trustee. RECITALS: WHEREAS, the Authority has undertaken to issue its Mobile Home Park Revenue Bonds (Charter Oak Mobile Estates Acquisition Project) Series 1998 (the "Bonds"), pursuant to an Indenture, dated as of June 1, 1998, by and between the Authority and U.S. Bank Trust National Association as trustee thereunder (the "Indenture"), for the purpose of acquiring and financing certain capital improvements to a mobile home park located within the City of San Dimas (the "City") and known as Charter Oak Mobile Estates; and WHEREAS, the Authority and the Agency desire to further secure the payment of principal and interest on the Bonds by the Agency's pledge of its Housing Set -Aside Revenues (as defined in the Indenture), thereby increasing and improving the supply of affordable housing in the City; WHEREAS. the Authority and the Agency have determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and entering into of the Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into the Agreement; NOW, THEREFORE, in consideration of the premises and of the mutual agreements and covenants contained herein and for other valuable consideration, the parties hereto do hereby agree as follows: SECTION 1. DEFINED TERMS. Capitalized terms used herein and not defined herein shall have the meanings set forth in the Indenture, SECTION 2. TERM OF AGREEMENT. This Agreement shall become effective upon its execution and delivery by the parties hereto, and shall continue in effect until the earlier of (i) the date on which all of the Bonds shall have been fully paid or redeemed pursuant to the terms of the Indenture, and all principal, interest, and premium, if any, has been paid thereon, or provision has been made for their payment as provided in the Indenture; or (ii) 30 years after the date hereof. SECTION 3. PROVISION OF HOUSING ASSISTANCE. The Agency agrees to provide housing assistance to the Authority in the form of a pledge of the Housing Set -Aside Revenues now or in the future on deposit in the Low and Moderate Income Housing Fund, as herein provided, and the Authority agrees to accept such housing assistance. FK08889/983075/500603.06_ The Agency hereby pledges and assigns to the payment of its obligations hereunder Housing Set -Aside Reis in an amount equal to the deficiency, if any, in each Bond Year, up to $160,000, of moneys available for the Payment of Debt Service on the Bonds, taking into account all Revenues for such bond year, together with all available balances in the Surplus Fund and Contingency Fund, without preference or priority for series, issue, number, dated date, sale date, date of execution or date of delivery. The Agency pledges to maintain at all times while this Agreement is in effect, to the extent Housing Set -Aside Revenues are sufficient therefor, a balance of not less than $160,000 in the Low and Moderate Income Housing Fund to be kept in a separate account designated the Housing Set -Aside Account. So long as the Bonds are outstanding, the Housing Set -Aside Revenues so pledged and held in such Fund, up to $160,000 in each Fiscal Year, shall not be used for any other purpose except for the payment of debt service on the Bonds as provided herein. Except for the Housing Set -Aside Revenues,, no funds or properties of the Agency shall be pledged to, or otherwise liable for, the payment of principal of or interest on or prepayment premium, if any, on the Bonds. The Agency shall, not later than five (5) days prior to each interest Payment Date on the Bonds, upon notice from the Trustee that amounts available to pay debt service on the Bonds are insufficient, transfer to the Trustee the amount necessary to. pay debt service on the Bonds (up: to a maximum of $160,000 in each Fiscal Yeaffrom amounts held in the Low and Moderate Income Housing Fund. 1! 1 1� I 'gill !qjw oil -1 l 11 1 L 'Volt Section 5.1. Punctual Payment; Extension of Payments. The Agency shall punctually pay or cause to be paid all amounts required to be paid hereunder in strict conformity with the terms of this Housing Assistance Agreement, and it will faithfully observe and perform all of the conditions, covenants and requirements of this Housing Assistance Agreement. In case the principal of or interest or premium, if any, on the Bonds or the time of payment of any such claims therefor shall be extended, such principal, interest, premium or claims for interest shall not be entitled, in case of any Event of Default hereunder, to the benefits of this Housing Assistance Agreement except for payment of all amounts which shall not have been so extended. Section 5.2. Limitation on Additional Indebtedness. The Agency hereby covenants that it shall not issue any bonds, notes or other obligations, enter into any agreement or otherwise 'incur any indebtedness, which is in any case payable from all or any part of the Housing Set -Aside Revenues, excepting only the Bonds, any Parity Debt, and any Subordinate Debt, and any obligations entered into pursuant to Section 5.9. Section 5.3. Payment of Claims. The Agency shall pay and discharge, or cause to be paid and discharged, any and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or charge upon the properties owned by the Agency or upon the Housing Set -Aside Revenues or any part thereof, or upon any funds in the hands of the Trustee, or which might impair the security of the Bonds. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity of said claims. Section 5.4. Books and Accounts: Financial Statements. The Agency shall keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Agency and the City, in which complete and correct entries shall be made of all transactions relating to the Redevelopment Project and the Housing Set -Aside Revenues. Such books of record and accounts FK08889/983075/5W6W.06_ 3 shall at all times during business hours be subject, upon prior written request, to the reasonable inspection of the Authority, the Trustee and the Owners of not less than ten percent in aggregate principal amount of the Bonds then Outstanding, or their representatives authorized in writing. The Agency will cause to be prepared annually, within 180 days after the close of each Fiscal Year so long as any of the Bonds are Outstanding, complete audited financial statements with respect to such Fiscal Year showing the Housing Set -Aside Revenues and the financial condition of the Redevelopment Project, including the balances in all funds and accounts relating to the Redevelopment Project, as of the end of such Fiscal Year. The Agency will furnish a copy of such statements, upon reasonable request, to any Owner. Section 5.5. Protection of Security and Rights. The Agency will preserve and protect the security interest of the Bonds in the Housing Set -Aside Revenues and the Low and Moderate Income Housing Fund and the rights of the Trustee and the Owners with respect to the Bonds. From and after the Closing Date, the Bonds shall be incontestable by the Agency. The provisions of this Housing Assistance Agreement are and will be the legal, valid and binding special obligations of the Agency enforceable in accordance with their terms, and the Agency shall at all times, to the extent permitted by law, defend, preserve and protect all the rights of the Trustee and the Owners under this Housing Assistance Agreement against all claims and demands of all persons whomsoever. The Agency's obligations to the Trustee under this Section 5.5 shall survive the payment of the Bonds and the discharge of the Indenture,, the removal or resignation of the Trustee pursuant to the Indenture or the payment of the Bonds and the discharge of this Housing Assistance Agreement. Section 5.6. Payments of Taxes and Other Charges. The Agency will pay and discharge, or cause to be paid and discharged, all taxes, service charges, assessments and other governmental charges which may hereafter be lawfully imposed upon the Agency or the properties then owned by the Agency in the Project Area, when the same shall become due. Nothing herein contained shall require the Agency to make any such payment so long as the Agency in good faith shall contest the validity of such taxes, assessments or charges. The Agency will duly observe and comply with all valid requirements of any governmental authority relative to the Redevelopment Project or any part thereof. Section 5.8. Disposition of Property. The Agency will not participate in the disposition of any land or real property in the Project Area, to anyone which will result in such property becoming exempt from taxation because of public ownership or use or otherwise (except property dedicated for public right-of-way and except property planned for public ownership or use by the Redevelopment Plan in effect on the date of this Housing Assistance Agreement) so that such disposition shall, . when taken together with other such dispositions, aggregate more than ten percent of the land area in the Project Area, unless such disposition is permitted as hereinafter provided in this Section 5.8. If the Agency proposes to participate in such a disposition, it shall thereupon appoint an Independent Redevelopment Consultant to report on the effect of said proposed disposition. If the Report of the Independent Redevelopment Consultant concludes that the security of the Bonds or the rights of the Authority, the Owners and the Trustee hereunder will not be materially impaired by said proposed disposition, the Agency may thereafter make such disposition. ty * ion. If such Report concludes that such securi will be materially impaired by such proposed disposition, the Agency shall disapprove said proposed disposition. Section 5.9. Maintenance of Housiur Set -Aside Revenues and the Low and Moderate Income Housing Fund. The Agency shall comply with all requirements of the Redevelopment Law to insure the allocation and payment to it of the Housing Set -Aside Revenues, including without limitation the timely filing of any necessary statements of indebtedness with appropriate officials of the County and (in the case of supplemental revenues and other amounts payable by the State) appropriate officials of the FK08889/983075/500603.06_ 4 State. The Agency shall not amend the Redevelopment Plan or any of the Pass -Through Agreements, enter into any agreement with the County or any other governmental unit, or make any finding pursuant to Section 33334.2 of the California Health and Safety Code, which would have the effect of reducing the amount of Housing Set -Aside Revenues available to the Agency for payments hereunder, 'including the maintenance of the $160,000 minimum balance in the Low and Moderate Income Housing Fund unless the Agency shall first obtain the Report of an Independent Redevelopment Consultant stating that the amount of Housing Set -Aside Revenues for the then current Fiscal Year (calculated on the assumption that such reduction of Housing Set -Aside Revenues was in effect throughout such Fiscal Year), shall be at least equal to 125 percent of Maximum Annual Debt Service. Nothing herein is intended or shall be construed in any way to prohibit or impose any limitations on the entering into by the Agency of any such agreement, amendment or supplement which by its term is subordinate to the payments pledged hereunder. Section 5.10. Low and Moderate Income Housing Fund. The Agency covenants and agrees to maintain, to the extent Housing Set -Aside Revenues are sufficient therefor, at least $160,000 in the Low and Moderate Income Housing Fund, and further agrees to use the moneys in the Low and Moderate Income Housing Fund in accordance with Sections 33334.2 and 33334.3 of the Redevelopment Law, and further covenants and agrees to disburse, expend or encumber any "excess surplus" (as defined in Section 33334.12 of the Redevelopment Law) in the Low and Moderate Income Housing Fund at such times and in such manner that the Agency shall not be subject to sanctions pursuant to subdivision (e) of said Section 33334.12. Section 5.11. Annual Review of Housing Set -Aside Revenues. The Agency hereby covenants that it will annually review the total amount of Housing Set -Aside Revenues remaining available to be received by the Agency under the Redevelopment Plan's cumulative tax increment limitation, as well as future cumulative annual debt service with respect to the Bonds and all Parity Debt. The Agency will not accept Housing Set -Aside Revenues greater than such annual debt service in any year, if such acceptance will cause the amount remaining under the tax increment limit to fall below $160,OOO in each Fiscal Year times the number of years the Bonds and any Parity Bonds will remain outstanding, except for the purpose of depositing such revenues in escrow for the payment of such debt service or for the prepayment or redemption of the Bonds or any Parity Debt. Section 5.12. Further Assurances. The Agency will adopt, make, execute and deliver any and all such further resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this Housing Assistance Agreement and for the better assuring and confirming unto the Trustee, the Authority and the Owners of the Bonds of the rights and benefits provided in this Housing Assistance Agreement. Tay The representations, warranties, and covenants of the Authority set forth in the Indenture are incorporated herein and made a part hereof. SECTION 7. DEFAULT AND REMEDIES. If any party defaults under this Agreement, the nondefaulting party shall serve written notice of such default upon the defaulting party. If the default is not cured by the defaulting party within thirty (30) calendar days after service of the notice of default, or if the default is not commenced to be cured within thirty (30) calendar days after service of the notice of default and is not cured promptly FK08889/983075/500603.06_ 5 within a reasonable period of time after commencement, the defaulting party shall be liable to the other party for damages. 02[40-1111iIIiIII Section 8.1. Partial Invalidity. If any Section, paragraph, sentence, clause or phrase of this Housing Assistance Agreement shall for any reason be held illegal, invalid or unenforceable, such holding shall not affect the validity of the remaining portions of this Loan Agreement. The Agency hereby declares that it would have adopted this Loan Agreement and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the Loan irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses, or phrases of this Loan Agreement may be held illegal, invalid or unenforceable. Section. 8.2. Article and Section Headings and References. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Agreement. All references herein to "Articles, "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Agreement; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or subdivision hereof; and words of the masculine gender shall mean and include words of the feminine and neuter genders. Section 8.3. Governing Law. This Agreement shall be construed and governed in accordance with the laws of the State of California. Section 8.4. Notices. To the Agency and the Authority: San Dimas Redevelopment Agency San Dimas Housing Authority 245 East Bonita Avenue San Dimas, California 91773 Attn: Executive Director To the Trustee: U.S. Bank Trust National Association 550 South Hope Street, Suite 500 Los Angeles, California 90071 Attn: Corporate Trust Section 8.5. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all together shall constitute but one and the same Agreement. It is also agreed that separate counterparts of this Agreement may separately be executed by the Authority and the Agency, all with the same force and effect as though the same counterpart had been executed by both the Authority and the Agency. Section 8.6. The Trustee. The Trustee is entering into this Agreement solely in its capacity as Trustee under the Indenture and all provisions of the Indenture relating to the rights, privileges, powers and protections of the Trustee, including without limitation those set forth in Article VIII thereof, shall apply with equal force and effect to all actions taken by the Trustee in connection with this Agreement. FK08889/983075/500603.06_ 6 IN WITNESS WHEREOF, the parties hereto have executed and entered into this Housing Assistance Agreement by their officers thereunto duly authorized as of the day and year first above written. SALT USING HORITY USIN xPT By: Title: Executive Director SAN DIM EDEVELOP ENT AGENCY By: Title: Executive Director U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee By: - Title: FK08899/983075/500603.06_ IN WITNESS WHEREOF, the parties hereto have executed and entered into this Housing Assistance Agreement by their officers thereunto duly authorized as of the day and year first above written. Dv. Title: Executive Director •jq�-- ............. Bv: Title: Executive Director U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee B�` y: Title: r FK088891983075/500603.06_ MAY--22-Se 12t37 FROM, IDm PACE 14/ 18 113191"��j 0:40 1-006716 ke V r4 41 M ! lndent:ure Housing W Establishes terms and conditions of Bonds; Authors jr; Trustee (ii) Creates security interest in revenues and the trust accounts through which the proceeds of the Bonds and the revenues pledged to payment of the Bonds will flow; (W) Contains covenants of the Housing Authority, including covenant to maintain tax-exempt status of the Bonds. Housing Housing (i) Establishes the Redevelopment Agenc3es pledge of Assistance Authority; Low and Moderate Income Housing Fund to, the Housing Agreement Redevelop- Assistance Account; ment Agency; Trustee (h) Contains covenants of the Redevelopment Agency with regard to the pledged Low and Moderate Income Housing Fund mon,M. Deed of Housing Grants the Trustee a security in the ma property Trust Authority-, comprising the F=44 and provides a remedy of Trustee "foreclosure in the event the Housing Authority defaults on its Bond iDavments. OtTicial Housing Not a contract, this is the disclosure document or Statement Authority offering document by which the Bonds are offered for sale by the Under Titer. It describes the Bonds, the IV security and sources of payment for the Bonds, risk factors relating to ownership of the Bonds, and other matters which buyers need to make an informed investment decision. Continuing Housing Provides for annual reports updating the financial and Disclosure Authority-, operating data in the Official Statement, as required by Agreement Tmstee SEC Rule 15c2al2Cb)(5). Pr,opirty, Housing Management contract for day-to-day operation of the Managee Authority-, Park. anent Property Ae!ement Mans Bond Housing W The agreement for the sale of the Bonds by the Purchase Authority; Housing Authority as issuer to the Underwriter as initial Agreement Redevelop- purchaser of the Bonds. meat Agency; Underwriter 60 Sets out the conditions precedent to the issuance and delivery of the Bonds, MAY- 22-98 12138 FROM: ID, PACE provided in the Indenture, to pay maintenance expenses of the Par]L To the ex -tent such moneys are used for such purpose, the amount of current Gross Revenue of the Park %ixrhich will be avaflable as Net Operating Revenue vvill be increased, thereby p-roviding additional moneys for the payment of the Bonds. %W The Indenture also contains covenants of the Housing AuthoriV with respect to the operation of the Park, the pledge of Revenues, preservation of the tax-exempt status of the Bonds, and other matters (Article 7). The Indenture prescribes steps to be taken by the Trustee in the event a defaWto occurs under the Indenture (Article 11), and provides for the defeasEmce and retirement of the Bonds (Article 13). (.1. Housing Assistmce Agreement In the Housing Assistance Agreement, the Redevelopment Agency agrees to deposit into the Low and Moderate Income Housing Fund moneys in an amount 00 al 6 sufficiant to m "ntain a balance of $160,000 and of utilize up to $1 0,000 per year, if required, for debt service on the Bonds. The Redevelopment Agency also Makes certain covenantici.; regarding the preservation of its Low and Moderate Income Hotwing Fund, and compliance with the., requirements of the Redevelopment Law (found in the Califo-. a. a Health and Safety Code). I The Deed of Trust provides the Trustee with a security interest in the real propertyof the Park. In the"event of a default in payment under the Indenture, the Trastwo would have the additional remedy of foreclosure under the Deed of Trust. E. Officsal Statement The Bonds and the Park are described in the Official Statement in detail in a way which provides prospective purchasers of the Bonds with information needed to make an informed investment decision. prior to the sale of the Bonds, a "Preliminary Official Statement" is circulated to prospective purchasers. Tate Pre ary Official Statement is complete except for certain pricing information (maturity dates, coupon rates) and other information which may not be available until after the Bonds are actually sold, and which the S.E.C. rules allow may omitted from the preliminary Official Statement. The Housing Authority will execute a certificate stating that the it deems the PreIuainary Official Statement to be fmal except for the information permitted to be omitted pursuant to S.E.C. rules. After the Bonds are -sold, a final Official Statement is prepared which includes the pricing and other information that may have been omitted from the Preliminary Official Statement. This final Official ,Statement is circulated to actual purchasers of the Bonds, as well as to certain governmentally prescribed information repositories, seven calendar clays after the Bonds are sold, or on the date of closing, whichever comes first. �_ 6