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HomeMy WebLinkAboutC02-015 Assignment of Allocation to Town of VailI C11 ASSIGNMENT OF ALLOCATION RECEIVED r . - /S - tl 2002 JAN 18 EAGLE �. THIS ASSIGNMENT (the "Assignment ") dated this l-day of January, 2002, is between Eagle County, Colorado, a body corporate and politic (the "Assignor "), and the Town of Vail, Colorado, a body corporate and politic (the "Assignee "). 21356.2 RECITALS A. Middle Creek Village, L.L.C., a Colorado limited liability company, (the "Company ") has requested the Assignee, to finance a multifamily rental housing project within the boundaries of the Assignee (the "Project ") and has represented to the Assignor and the Assignee that the Project will be designed to qualify as a "project" within the meaning of the County and Municipality Development Revenue Bond Act, constituting part 1 of article 3 of title 29, Colorado Revised Statutes, as amended (the "Act "). B. The Company has requested that the Assignee authorize and provide for the issuance of its revenue bonds (the "Bonds ") for the financing of a Project in an amount up to a maximum aggregate principal amount of $15,000,000 (the "Proposed Bonds "), pursuant to the provision of the Act for the purpose of financing the Project. C. The Assignee, pursuant to Resolution No. 15 adopted by the Town Council on December 18, 2001, declared its intention to take all steps necessary or advisable to effect the issuance of the Bonds for the financing of the Project. D. The Company has requested that the Assignor assign to the Assignee the Assignor's 2002 allocation under the bond ceiling for the State of Colorado and its issuing authorities (the "State Ceiling ") computed under Section 146(d) of the Internal Revenue Code of 1986 (the "Code ") as provided for the Assignor as a "designated local issuing authority" under part 17 of article 32 of title 24, Colorado Revised Statutes (the "Allocation Act "), for use in connection with the financing of the Project. E. The Company has provided to the Assignor a copy of the opinion of bond counsel provided to the State of Colorado, Department of Local Affairs, Division of Housing, that the Bonds constitute "private activity bonds" as defined in Section 141 of the Code, stating the amount of the Bonds requiring an allocation from the State Ceiling, and that th; Assignee is authorized under Colorado laws al., its Constitution to issue the Bonds. F. Pursuant to Resolution No. 2002 - , of the Board of County Commissioners ofthe Assignor ( "County Resolution ") adopted on Januaryl5, 2002, the Assignor has conditionally committed and reserved its allocation from the State Ceiling as a "designated local issuing authority" pursuant to the Allocation Act for use in connection with the financing of the Project. CII G. Subject to the terms and conditions set forth herein, the Assignor desires to assign to the Assignee, and the Assignee desires to accept, the Assignor's 2002 allocation from the State Ceiling, which allocation the Assignor has committed and reserved for the Project. 21356.2 �f m ASSIGNMENT In exchange for the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. The Assignor hereby conditionally assigns and transfers to the Assignee, the Assignor's 2002 allocation from the State Ceiling for private activity bonds in an amount equal to $1,562,213 for the purpose of issuing the Bonds to finance the Project. The Assignor and the Assignee understand that this Assignment is conditional as further described in the County Resolution. 2. The Assignor represents that it has received no monetary consideration for the assignment set forth above. 3. The Assignee hereby: (a) Accepts the assignment of the portion of the Assignor's allocation from the State Ceiling described above; and (b) Agrees to abide by each of the terms and conditions of this Assignment in connection with the use of such allocation. IN WITNESS WHEREOF, the Assignor and the Assignee have caused this instrument to be executed to be effective as of the date and year first written above. (SEAL) ATTEST: Its: EAGLE CC ;nor ATTEST: Its: 21356.2