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Home My WebLink AboutR24-01 ECHDA Supporting Issuance of Private Activity Bonds to Finance Acquisition of Eagle Villas Apartments DocuSign Envelope ID:8E509B77-86AF-468A-81AC-753E3A2D0D34 RESOLUTION NO. 24-01 RESOLUTION DECLARING THE INTENT OF THE EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY TO ISSUE OR OTHERWISE ASSIST AND SUPPORT THE ISSUANCE OF PRIVATE ACTIVITY BONDS TO FINANCE THE ACQUISITION, CONSTRUCTION, REHABILITATION, RENOVATION AND EQUIPPING OF MULTIFAMILY RESIDENTIAL HOUSING FACILITIES KNOWN AS EAGLE VILLAS WHEREAS, the Eagle County Housing and Development Authority, a body corporate and politic duly organized and existing under the laws and constitution of the State of Colorado (the "Authority"), is authorized and empowered by the provisions of the County Housing Authority Law, constituting part 5 of article 4 of title 29, Colorado Revised Statutes, and the Housing Authorities Law, constituting part 2 of article 4 of title 29, Colorado Revised Statutes, as from time to time supplemented and amended(collectively, the "Act"), to issue revenue bonds for the purpose of providing multifamily residential housing that substantially benefits persons of low income; and WHEREAS, to accomplish its stated purposes, the Authority is authorized and empowered under the Act to issue its bonds, notes and other obligations to finance the cost of the acquisition, construction, rehabilitation and equipping of one or more "projects" (as defined in the Act); and WHEREAS, the Authority is also authorized and empowered under Section 18 of Article XIV of the Colorado Constitution and Part 2 of Article 1 of Title 29, Colorado Revised Statutes, as from time to time supplemented and amended, to assist and support the financing of projects through the delegation to another issuing authority of the authority to act as the Authority's agent to issue bonds for such purpose; and WHEREAS, Ulysses Development Group (the "Sponsor") has requested the Authority's assistance in facilitating the Sponsor's application to the Colorado Department of Local Affairs for an allocation of up to $13,200,000 of the State of Colorado's 2024 statewide balance (the "Statewide Balance Application") in accordance with the Colorado Private Activity Bond Ceiling Allocation Act, constituting Title 24, Article 32, Part 17, Colorado Revised Statutes, as from time to time supplemented and amended(the "Allocation Act"); and WHEREAS, the Authority intends to assist the Sponsor with the Statewide Balance Application and issue or assist and support the issuance of tax-exempt multifamily housing revenue private activity bonds, notes or other obligations (the "Bonds") to finance the costs of acquiring, constructing, rehabilitating, renovating and equipping a multifamily affordable housing project located at 405 Nogal Road in Eagle, Colorado, known as Eagle Villas (the "Project"); and 58360288.2 DocuSign Envelope ID:8E509B77-86AF-468A-81AC-753E3A2D0D34 • WHEREAS, the Authority anticipates that the Project will be owned by Eagle Villas Owner LP, a Colorado limited partnership, or another entity affiliated with the Sponsor (the "Borrower"); and WHEREAS, no costs of the Project to be paid or reimbursed with proceeds of the Bonds were paid by the Authority or the Borrower more than 60 days prior to the date of this Resolution, other than preliminary expenditures (not exceeding 20% of the aggregate issue price of the Bonds) and such preliminary expenditures do not include costs of land acquisition or site preparation or other costs of construction or acquisition of the Project; and WHEREAS, the Project is within the boundaries of the Authority and Eagle County, Colorado (the "County"); and WHEREAS, the Project will qualify as a "project" within the meaning of the Act and will constitute a "qualified residential rental project" described in Section 142(a)(7) of the Internal Revenue Code of 1986, as amended(the "Code"); and WHEREAS, the members of the Board of County Commissioners of the County, acting ex officio as the Board of Commissioners of the Authority (the "Board"), have concluded that the Project is consistent with the goals and objectives of the Authority; and WHEREAS, the Board desires to indicate its intent to proceed with the financing, directly or indirectly(through delegation to another issuing authority of the authority to act as the Authority's agent to issue bonds for such purpose), of the Project through the issuance or other assistance and support of the issuance of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, ACTING EX OFFICIO AS THE BOARD OF COMMISSIONERS OF THE EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, AS FOLLOWS: 1. Approval of the Project; Support of Statewide Balance Application. The Authority hereby approves the Project. It is the Authority's intent to take all steps necessaryor advisable to support the Sponsor with its Statewide Balance pp p Application and to effect the issuance, or otherwise assist and support the issuance, of the Bonds in one or more series pursuant to the Act or the authorizing act of another issuing authority, as applicable, and the Supplemental Public Securities Act, constituting Part 2, Article 57, Title 11 of Colorado Revised Statutes, as amended (the "Supplemental Act"), in the maximum aggregate principal amount of$29,000,000, or such other amount as shall be determined and agreed upon by the Borrower and the Authority to finance all or a portion of the cost of the Project. 2. Declaration of Inducement Resolution. The Authority hereby declares that this Resolution shall constitute an inducement resolution for purposes of Section 24- 32-1709(1)(h) of the Allocation Act. -2 - 58360288.2 DocuSign Envelope ID:8E509B77-86AF-468A-81AC-753E3A2D0D34 3. Declaration of Official Intent to Finance Capital Expenditures. The Authority hereby declares its intention, in compliance with Section 1.150-2 of the Treasury Regulations and reasonable expectation to use the proceeds of the Bonds to pay the costs of the Project and to reimburse the Authority or the Borrower for expenditures for costs of the Project to the extent permitted by Treasury Regulations, the Act or the authorizing act of another issuing authority, as applicable, such Bonds to be issued in compliance with the Act or the authorizing act of another issuing authority, as applicable, and to be payable solely from the revenues derived from the Project. 4. No Liability of the Authority or the County. The Bonds shall never constitute the debt or indebtedness of the Authority or the County, nor any multiple-fiscal year direct or indirect debt or other financial obligation of the Authority or the County whatsoever, within the meaning of any provision or limitation of the Constitution or statutes of the State of Colorado, and shall,not constitute nor give rise to a pecuniary liability or financial obligation of the Authority or the County, nor shall the Bonds ever be deemed to be an obligation of any officer, agent or employee of the Authority or the County in such person's individual capacity, and no such person shall be subject to personal liability by reason of the issuance of the Bonds. The Bonds shall be special, limited obligations of the Authority (or other issuing authority) and payable solely from and secured by a pledge of revenues derived from and payable by the Borrower pursuant to certain financing documents with the Authority (or other issuing authority). No Board member, officer, official, employee or agent of the Authority or the County shall be subject to any personal liability in connection with the Bonds or the provisions of this Resolution. 5. Authority for Issuance of Bonds. For purposes of the Act or the authorizing act of another issuing authority, as applicable, and the Supplemental Act, the Bonds shall be issued pursuant to a resolution of the Board, or governmental body of another issuing authority, hereafter to be adopted. 6. Conditions for Issuance of Bonds. The Board hereby finds, determines, recites and declares the Authority's intent that this Resolution constitute an official indication of the present intention of the Authority to either issue or otherwise assist and support the issuance of the Bonds as herein provided, subject to: (a) the delivery of an approving opinion of Bond Counsel to the Authority (or other issuing authority); (b) the execution and delivery of indemnity agreements and payment or reimbursement of costs and expenses, all to the satisfaction of the Authority (or other issuing authority); (c) the Borrower obtaining sufficient private activity bond volume cap allocation acceptable to the Authority (or other issuing authority) and bond counsel; (d) the Borrower obtaining sufficient tax credit allocation acceptable to the Authority (or other issuing authority); (e) the Borrower obtaining sufficient debt and equity financing acceptable to the Authority (or other issuing authority); and (f) the adoption of a final bond resolution by the Board or governmental body of another issuing authority. The Authority's discretion to accept or not to accept items relating to the Project or - 3 - 58360288.2 DocuSign Envelope ID:8E509B77-86AF-468A-81AC-753E3A2D0D34 additional financing therefor or relating to credit, security, sale or marketing aspects of the Bonds is intended for the protection of the Authority's interest, and any such acceptance shall not be construed to impose upon the Authority any duties to, nor to confer any rights against the Authority upon, any bondholders, investors or other third parties. 7. Private Activity Bond Volume Cap; Statewide Balance Application. Unused volume cap of the Authority, plus any additional amounts assigned and transferred to the Authority by city, county and state-wide issuers, including the Colorado Housing and Finance Authority ("CHFA"), or from the Authority to other such issuing authorities, or made available to the Authority by any delegations of authority by city, county or state-wide issuers, including CHFA, or made available to other such issuing authorities by any delegation from the Authority, plus any amounts allocated or reallocated to the Authority or other issuing authorities from the Statewide Balance may be allocated by the Authority or other issuing authority to the Project for a carryforward purpose within the meaning of Section 24-32-1706(3)(c) of the Allocation Act; provided, that the members of the Board and other officers of the Authority are each independently authorized to permit, in his or her discretion, an amount of volume cap to be relinquished to the statewide balance in order to facilitate a statewide balance award of such amount for the financing of commercial projects, if required, or for use by other issuers for any purpose and to make or accept assignments of volume cap to or from other issuers or delegate authority to or receive delegation from other issuers to issue bonds on behalf of the Authority or such delegating issuer, as applicable. The members of the Board and other officers of the Authority are each independently authorized and directed to file with the Department of Local Affairs under and pursuant to Sections 24-32-1709 and 24-32-1706(3)(c) of the Allocation Act, an application for Statewide Balance allocation for the Project on behalf of the Borrower and written notification of such carryforward allocation, if applicable. The members of the Board and other officers of the Authority are each independently to take all steps necessary or appropriate to assure full utilization by the Authority or other issuing authority of the volume cap hereby allocated to the Project, including, without limitation, the filing of a carryforward election under Section 146(f) of the Code. 8. Costs and Expenses. No costs or expenses whether incurred by the Authority or any other party in connection with the issuance of the Bonds or the preparation or review of any documents by any legal or financial consultants retained in connection herewith shall be borne by the Authority. The Authority shall have the right to select and retain legal, financial and other consultants in connection with the proposed financing, and all fees, costs and expenses of such consultants, along with all other such costs and expenses shall be paid from the proceeds of the Bonds or otherwise borne by the Borrower regardless of whether the Bonds are issued. The Authority may require such deposits or advances as it deems desirable for such fees, costs and expenses, and may require reimbursement of any such fees, costs and expenses paid by the Authority. -4 - 58360288.2 DocuSign Envelope ID:8E509B77-86AF-468A-81AC-753E3A2D0D34 9. Incidental Action. The proper officials of the Authority are hereby authorized and directed to take or approve the taking of such actions as may be necessary or appropriate on its part in order to accomplish the purposes of this Resolution and to preserve the ability of the Authority or other issuing authority to finance its capital expenditures in accordance with the Treasury Regulations. 10. Execution of Agreements. Prior to the execution of any financing agreements, mortgages, indentures of trust, bond purchase agreements or any other necessary documents and agreements in connection with the Bonds, such documents and agreements shall be submitted for approval to the Authority, and, if satisfactory to the Authority, their execution shall be authorized by resolution of the Board pursuant to law. 11. No Obligation to Issue Bonds. The agreements of the Authority set forth above are expressly conditioned upon the ability and willingness of the Authority to issue the Bonds, or assist and support the issuance of the Bonds, as tax-exempt pP p obligations under the Code. Nothing contained in this Resolution shall be construed as requiring the Authority to issue the Bonds and the decision to issue the Bonds shall be in the complete discretion of the Authority. • 12. Severability. The provisions of this Resolution are hereby declared to be severable, and if any section, phrase or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. 13. Effective Date; Repeal. This Resolution shall take effect immediately upon its adoption, and all prior resolutions or portions thereof inconsistent herewith are hereby repealed. This repealer shall not be construed to revive any resolution or part thereof, heretofore repealed. - 5 - 58360288.2 DocuSign Envelope ID:8E509B77-86AF-468A-81AC-753E3A2D0D34 ADOPTED by the Board of Commissioners of the Eagle County Housing and Development Authority, at an open public meeting on this February 27, 2024. DocuSigned by: By: Aug Z%try Name: Matt Schierr Title: chair, Board of county commissione ATTEST: DocuSigned by: JUA/ DertaN By. DCE47rF3COCO4DD... Name: JILL KLOSTERMAN Title: CFO 57350114.1 - 6 - 58360288.2