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HomeMy WebLinkAboutECHDA24-12 Assignment of Private activity bond volume cap allocation_PitkinCERTIFICATE OF THE COUNTY OF PITKIN, COLORADO CONCERNING ASSIGNMENT OF 2024 PRIVATE ACTIVITY BOND VOLUME CAP ALLOCATION TO THE EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY I, the undersigned, hereby certify as of September 5, 2024 that I am a duly chosen, qualified and acting officers of the County of Pitkin, Colorado (the “Assignor”), and that: 1.The Assignor is a public body corporate and politic and political subdivision, duly organized and existing under the constitution and laws of the State of Colorado. 2.The Assignor has been previously notified that, pursuant to Section 24-32-1706 of the Colorado Private Activity Bond Ceiling Allocation Act, Part 17 of Article 32 of Title 24, Colorado Revised Statutes (the “Allocation Act”), it has an allocation of a portion of the State ceiling (as defined in the Allocation Act) for 2024 in the amount of $1,060,516. 3.Attached hereto as Exhibit A is a true and correct copy of Resolution No. 076-2024 (the “Resolution”) authorizing the assignment to the Eagle County Housing and Development Authority (the “Authority”) of all of such allocation of the 2024 State ceiling in the amount of $1,060,516 (the “Assigned Allocation”), and authorizing the execution and delivery of an Assignment of Allocation dated as of August 28, 2024 (the “Assignment of Allocation”) between the Assignor and the Authority in connection therewith, which Resolution was duly adopted by the Board of County Commissioners of the Assignor (the “Governing Body”) at a meeting thereof held on August 28, 2024, at which meeting a quorum was present and acting throughout and which Resolution has not been revoked, rescinded, repealed, amended or modified and is in full force and effect on the date hereof. 4.The meeting of the Governing Body at which action has been taken with respect to the Assignment of Allocation was a regular meeting properly called and open to the public at all times. 5.With respect to the Assigned Allocation, the Assignor has not heretofore: (a) issued private activity bonds; (b) assigned the Assigned Allocation to another “issuing authority,” as defined in the Allocation Act; (c) made a mortgage credit certificate election; or (d) treated the Assigned Allocation as an allocation for a project with a carryforward purpose, as defined in the Allocation Act. 6.The Assignment of Allocation, attached hereto as Exhibit B, is in the form presented to and approved by the Governing Body at the meeting thereof held on August 28, 2024. 7.On or before the date hereof, an Authorized Officer of the Assignor officially executed the Assignment of Allocation. 8.The Assignor has authorized the execution, delivery and due performance of the Assignment of Allocation, and the execution and delivery of the Assignment of Allocation and the compliance by the Assignor with the provisions thereof, will not, to the best of my knowledge, conflict with or constitute on the part of the Assignor a breach of or a default under any existing Colorado law, Assignor resolution, court or administrative regulation, decree or order or any agreement or other instrument to which the Assignor is subject or by which it is bound. Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 2 9. To the best of the undersigned’s knowledge, there does not exist any action, suit, proceeding or investigation pending, or threatened against the Assignor, contesting (a) the corporate existence of the Assignor, (b) the title of its present officers or any of them to their respective offices, including, without limitation, the members of the Governing Body, (c) the validity of the Assignment of Allocation or (d) the power of the Assignor to execute, deliver or perform the Assignment of Allocation. 10. No referendum petition has been filed concerning the Resolution; and to the best of my knowledge none is being circulated or planned for circulation. (Signature page follows) Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 (Signature page to Certificate Concerning Assignment of 2024 Private Activity Bond Volume Cap) WITNESS my hand as of the date first written above. ASSIGNOR: COUNTY OF PITKIN, COLORADO, By: _______________________________ Name: Sam Engen Title: Clerk to the Board Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 Exhibit A to Certificate Concerning Assignment of 2024 Private Activity Bond Volume Cap RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS (“BOCC”) OF PITKIN COUNTY, COLORADO AUTHORIZING THE ASSIGNMENT OF THE COUNTY’S PRIVATE ACTIVITY BOND ALLOCATION FOR 2024 TO THE EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY; PROVIDING OTHER DETAILS IN CONNECTION THEREWITH; AND PROVIDING AN EFFECTIVE DATE RESOLUTION NO. 076-2024 RECITALS WHEREAS, pursuant to Section 2.8.3 (Actions) of the Pitkin County Home Rule Charter (“HRC”) official action by formal resolution shall be required for all actions of the Board not requiring ordinance power on matters of significant importance affecting citizens, and; WHEREAS, pursuant to the Private Activity Bond Ceiling Act, constituting Title 24, Article 32, Part 17, Colorado Revised Statutes (the “Allocation Act”), the County of Pitkin, Colorado (the “County”) has received a direct allocation of the State of Colorado’s Private Activity Bond Ceiling for the year 2024 (the “2024 Allocation”) in the amount of $1,060,516; and WHEREAS, the Eagle County Housing and Development Authority (the “Authority”) has requested that the County assign all of the 2024 Allocation equal to $1,060,516 (the “Assigned Allocation”) to the Authority pursuant to Section 24-32-1706 of the Allocation Act to be used to issue bonds to finance qualified residential rental projects, including but not limited to the Eagle Villas resyndication project; and WHEREAS, the County desires to assign the Assigned Allocation (attached hereto as Exhibit A) to the Authority; and WHEREAS, there has been presented to the Board of County Commissioners (the “Board”) the form of an Assignment of Allocation between the County and the Authority (the “Assignment”); and WHEREAS, the BOCC finds that it is in the best interests of the citizens of Pitkin County to approve this Resolution. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin County, Colorado that it hereby adopts a Resolution of the Board of County Commissioners (“BOCC”) of Pitkin County, Colorado authorizing the assignment of the County’s private activity bond allocation for 2024 to the Eagle County Housing and Development Authority; providing other details in connection therewith; and providing an effective date; and authorizes the Chair to sign the Resolution and upon the satisfaction of the County Attorney as to form, execute any other associated documents necessary to complete this matter. Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 RESOLUTION NO. 076-2024 1.Authorization of Assignment. The County hereby authorizes the assignment of the Assigned Allocation to the Authority for use as described above. 2.Approval of Assignment of Allocation. The form, terms and provisions of the Assignment hereby are approved and the officers of the County hereby are authorized and directed to execute (by manual or electronic signature) and deliver the Assignment, with such changes therein as are approved by the officers of the County executing the Assignment. The execution of the Assignment shall be conclusive evidence of the approval by the County of such document in accordance with the terms hereof. 3.Further Action. The officers of the County shall take such other steps or actions necessary or reasonably required to carry out the terms and intent of this resolution and the Assignment. 4.Ratification. All action not inconsistent with the provisions of this resolution heretofore taken by the Board and the officers of the County directed toward the assignment of the Assigned Allocation and the authorization of the Assignment hereby are ratified, approved and confirmed. 5.Severability. If any section, paragraph, clause or provision of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution, the intent being that the same are severable. 6.Effective Date. This Resolution shall be in full force and effect immediately upon its final adoption. Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 RESOLUTION NO. 076-2024 INTRODUCED AND FIRST READ ON THE 14TH DAY OF AUGUST, 2024 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE 28TH DAY OF AUGUST 2024. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE RESOLUTION PUBLISHED IN THE ASPEN DAILY NEWS ON THE 16TH DAY OF AUGUST, 2024. NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) ON THE 15TH DAY OF AUGUST 2024. ADOPTED AFTER FINAL READING ON THE 28TH DAY OF AUGUST 2024. POSTED BY TITLE AND SHORT SUMMARY AFTER ADOPTION, ON THE OFFICIAL PITKIN COUNTY WEBSITE (www.pitkincounty.com ) AFTER ADOPTION, ON THE 5TH DAY OF SEPTEMBER 2024. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER ADOPTION, IN THE ASPEN DAILY NEWS ON THE 5TH DAY OF SEPTEMBER, 2024. ATTEST: BOARD OF COUNTY COMMISSIONERS By _________________________ By: _____________________________ Sam Engen Greg Poschman, Chair Clerk to the Board Date: ______________ APPROVED AS TO FORM: MANAGER APPROVAL ___________________________ _________________________________ Richard Neiley, III Jon Peacock, County Manager Interim County Attorney Sep-04-2024 Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 Exhibit B to Certificate Concerning Assignment of 2024 Private Activity Bond Volume Cap Exhibit A to Resolution No. 076-2024 ASSIGNMENT OF ALLOCATION THIS ASSIGNMENT (the “Assignment”), dated as of August 28, 2024, is between the COUNTY OF PITKIN, COLORADO, a body corporate and politic (the “Assignor”), and 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 “Assignee”). RECITALS A.The Assignee intends to finance qualified residential rental projects, including but not limited to the Eagle Villas resyndication project (the “Project”). B.The Project will be designed to qualify as a “project” within the meaning of the Housing Authorities Law, Title 29, Article 4, Part 2, Colorado Revised Statutes, as amended (the “Act”). C.The Assignee intends to provide for the issuance of its multifamily housing revenue bonds, notes or other obligations, in one or more series (the “Proposed Bonds”), pursuant to the provisions of the Act for the purpose of financing the Project. D.The Assignee has requested that the Assignor assign to the Assignee all of the Assignor’s 2024 allocation, in the amount of $1,060,516 (the “2024 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, as amended (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, as amended (the “Allocation Act”), for use in connection with the financing of the Project. E.Subject to the terms and conditions set forth herein, the Assignor desires to assign to the Assignee, and the Assignee desires to accept, the 2024 Allocation from the State Ceiling. 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 assigns and transfers to the Assignee all of the Assignor’s 2024 Allocation, in an amount equal to $1,060,516, from the State Ceiling for private activity bonds. The Assignor and the Assignee understand that such assigned allocation shall automatically be relinquished to the “Statewide Balance” as defined under the Allocation Act unless (a) the Proposed Bonds are issued by the Assignee before September 15, 2024, or (b)Section 24-32-1706(3)(c) of the Allocation Act, pertaining to the carryforward of the assigned allocation, applies. Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 2 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 $1,060,516 of the Assignor’s 2024 Allocation from the State Ceiling described above; and (b) agrees to abide by each of the terms and conditions of this Assignment and applicable provisions of the Allocation Act in connection with the use of such allocation. 4. The Assignor hereby consents to the election by the Assignee, if the Assignee in its discretion so decides, to treat all or any portion of the assignment set forth herein as an allocation for a project with a carryforward purpose within the meaning of the Allocation Act. 5. This Assignment shall not constitute the debt or indebtedness or financial obligation of the Assignor within the meaning of the constitution or statutes of the State of Colorado, nor give rise to a pecuniary liability or charge against the general credit or taxing power of the Assignor. 6. This Assignment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. To the fullest extent permitted by applicable law, facsimile or electronically transmitted signatures shall be treated as original signatures for all purposes hereunder. (Remainder of this page left intentionally blank) Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 (Signature page to Assignment of Allocation - 2024) IN WITNESS WHEREOF, the Assignor and the Assignee have caused this Assignment of Allocation to be executed to be effective as of the date and year first written above. COUNTY OF PITKIN COLORADO, as Assignor By: _______________________________ Name: Greg Poschman Title: Chair ATTEST: By: _______________________________ Name: Sam Engen Title: Clerk to the Board EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY, as Assignee By: _______________________________ Name: ____________________________ Title: _______________________________ 56570397.1 Docusign Envelope ID: 4B378396-D935-40D7-8F66-808DFCFDE139 Jeanne McQueeney Commissioner