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HomeMy WebLinkAboutURA Resolution 2008-04 WHEAT RIDGE URBAN RENEWAL AUTHORITY RESOLUTION NO.4 - 2008 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE WHEAT RIDGE URBAN RENEWAL AUTHORITY AUTHORIZING AND APPROVING A LOAN FROM FIRSTBANK OF WHEAT RIDGE TO PURCHASE LAND FOR URBAN RENEWAL PURPOSES AND DIRECTING THE EXECUTION AND DELIVERY BY THE AUTHORITY OF A PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL AMOUNT OF $3,285,000; APPROVING DOCUMENTS IN CONNECTION THEREWITH; AND RATIFYING PRIOR ACTIONS. WHEREAS, the Wheat Ridge Urban Renewal Authority (the "Authority") is a public body corporate and politic, and has been duly created, organized, established and authorized by the City of Wheat Ridge, Colorado (the "City") to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part I of article 25 of title 31, Colorado Revised Statutes, as amended (the "Act"); and WHEREAS, an urban renewal plan, known as the "Wadsworth Boulevard Corridor Redevelopment Plan" (the "Plan"), has been duly and regularly approved by the City Council of the City for the Redevelopment Area (as defined in the Plan) and all applicable requirements of the Act and other provisions of law for and precedent to the adoption and approval by the City of the Plan have been duly complied with; and WHEREAS, pursuant to Section 31-25-105(1)( e) of the Act, the Authority has the power and authority to purchase property in connection with its undertakings pursuant to the Act; and WHEREAS, pursuant to and in accordance with the Plan, the Authority has determined and hereby determines that it is in the best interest of the Authority and its purposes to purchase certain property within the Redevelopment Area, located at 7340 West 44th Avenue and 7540 West 44th Avenue, Wheat Ridge, Colorado (collectively, the "Property"), pursuant to certain Contracts to Buy and Sell Real Estate executed in connection therewith (collectively, the "Real Estate Contracts") for the purpose of redeveloping such Property (the "2008 Project"); and WHEREAS, the 2008 Project represents a portion of the urban renewal project, as defined in the Act, to be undertaken by the Authority within the Redevelopment Area pursuant to the Plan; and WHEREAS, pursuant to Section 31-25-105(1 )(g) ofthe Act, the Authority has the power and authority to borrow money and to apply for and accept loans for any of the purposes of the Act and to give such security as may be required; and i i I' WHEREAS, pursuant to Section 31-25-105(1 )( e) ofthe Act, the Authority has the power and authority to mortgage, pledge, hypothecate, or otherwise encumber or dispose of its property; and WHEREAS, the Authority is authorized to borrow money, accept loans and mortgage, pledge, hypothecate, or otherwise encumber its property without an election; and WHEREAS, the Authority has determined that it is in the best interests of the Authority and the citizens and taxpayers of the City that the Authority borrow money in the amount of $3,285,000 (the "Loan") from FirstBank of Wheat Ridge ("FirstBank") to finance the acquisition of the Property; and WHEREAS, the Authority has determined that the Loan will be repaid from sales tax revenues received by the Authority pursuant to an Intergoverrnnental Agreement between the Authority and the City dated June 26, 2006, as amended by an Amendment to Intergoverrnnental Agreement dated October 22, 2007 (as so amended, the "IGA"); and WHEREAS, in order to secure the Loan, the Authority has determined to execute and deliver: (i) a Promissory Note (the "Note") in the principal amount of $3,285,000 to FirstBank; (ii) a Deed of Trust, dated April 17, 2008, from the Authority to the Public Trustee of Jefferson County, Colorado, for the benefit of FirstBank relating to the property located at 7340 West 44th Avenue, and a Deed of Trust, dated April 17, 2008, from the Authority to the Public Trustee of Jefferson County, Colorado, for the benefit of FirstBank relating to the property located at 7540 West 44th Avenue (collectively, the "Deeds of Trust"); (iii) a Sales Tax Pledge Agreement (the "Pledge Agreement") from the Authority to FirstBank; and (iv) an Assigmnent of Deposit/Share Account dated April 17, 2008, from the Authority to FirstBank (the "Deposit Agreement" and, together with the Note, the Deeds of Trust and the Pledge Agreement, the "Loan Documents"); and WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, Colorado Revised Statutes (the "Supplemental Act"), provides that a public entity, including the Authority, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act; and WHEREAS, there are on file with the Board of Commissioners of the Authority (the "Board") the proposed forms of the Loan Documents. NOW, THEREFORE, BE IT RESOLVED BY THE WHEAT RIDGE URBAN RENEWAL AUTHORITY THAT: Section 1. All actions (not inconsistent with the provisions of this Resolution) heretofore taken by the Board and the officials and officers of the Authority directed toward the execution and delivery of the Real Estate Contracts and purchasing the Property, obtaining the Loan, the execution and delivery of the Loan Documents, and the transactions contemplated in connection therewith, including without limitation the execution and delivery of the IGA and the execution of a commitment letter with FirstBank, shall be and the same hereby are ratified, approved and confirmed. 2 Section 2. The Authority hereby authorizes the Loan to provide funds to purchase the Property and hereby authorizes the purchase of the Property pursuant to the terms and provisions of the Real Estate Contracts, as such Real Estate Contracts may be amended with the approval of the Executive Director of the Authority. Section 3. The Authority hereby authorizes the execution and delivery of the Note in substantially the form on file with the Board, but with such changes therein as shall be consistent with this Resolution and as the Executive Director of the Authority shall approve, the execution thereof being deemed conclusive approval of any such changes by the Authority. The Note shall bear interest, shall mature, shall be payable and shall be subject to prepayment as provided therein and in the Loan Documents. Section 4. The Board hereby elects to apply all of the Supplemental Act to the Loan and the Note. The Note shall be issued under the authority of the Supplemental Act and shall so recite. Pursuant to Section 11-57-210 Colorado Revised Statutes, such recital shall be conclusive evidence of the validity and regularity of the issuance of the Note after its delivery for value. Section 5. The forms, terms and proVISIOns of the Loan Documents are hereby authorized and approved, and the Authority shall enter into the Loan Documents in substantially the forms on file with the Board, but with such changes therein as shall be consistent with this Resolution and as the Executive Director of the Authority shall approve, the execution thereof being deemed conclusive approval of any such changes by the Authority. The Chair is hereby authorized and directed to execute and deliver the Loan Documents for and on behalf of the Authority. The Executive Director, as Secretary to the Authority, is hereby authorized and directed to attest the Loan Documents. Section 6. The officers of the Authority shall take all action which they deem necessary or reasonably required in conformity with the Act to obtain the Loan, to purchase the Property, and to execute and deliver the Loan Documents, including the paying of costs and expenses relating thereto, which are hereby authorized to be paid, and for carrying out, giving effect to and consummating the transactions contemplated by this Resolution, the Loan Documents and the IGA, including, without limitation, the execution and delivery of any necessary or appropriate closing documents to be delivered in connection with the execution and delivery of the Loan Documents. It shall be the duty of the proper officers of the Authority to hereafter take all action necessary for the Authority to comply with the provisions of this Resolution, the IGA and the Loan Documents. Section 7. The Note, together with interest payable thereon, shall be a special and limited obligation of the Authority payable from sales tax revenues received by the Authority pursuant to the IGA, and such other sources of revenue as provided in the Loan Documents. The principal of and interest on the Note shall not constitute an indebtedness of the City or the State of Colorado or any political subdivision thereof, and neither the City, the State of Colorado nor any political subdivision thereof shall be liable thereon, nor in any event shall the principal of and interest on the Note be payable out of funds or properties other than those set forth in the Loan Documents. Neither the Commissioners of the Authority nor any persons executing the Note shall be liable personally on the Note. 3 Section 8. The Authority covenants for the benefit of the Lender that it will not take any action or omit to take any action with respect to the Note, the proceeds of the Loan, any other funds of the Authority or any facilities financed with the proceeds of the Loan if such action or omission (i) would cause the interest on the Note to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code (the "Tax Code"), (ii) would cause interest on the Note to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code except to the extent such interest is required to be included in adjusted current earnings adjustment applicable to corporations under Section 56 of the Tax Code in calculating corporate alternative minimum taxable income, or (iii) would cause interest on the Note to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Note until the date on which all obligations of the Authority in fulfilling the above covenant under the Tax Code and Colorado law have been met. Notwithstanding any provision of this Section, if the Authority shall obtain an opinion of nationally recognized bond counsel that any specified action required under this Section is no longer required or that some further or different action is required to maintain the tax-exempt status of interest on the Note, the Authority may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants hereunder shall be deemed to be modified to that extent. Section 9. The Authority hereby determines that neither the Authority nor any entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of tax-exempt governmental bonds (including bonds issued on behalf of a 501(c)(3) organization, but not other private activity bonds) or any other similar obligations during calendar year 2008, which obligations are taken into account in determining if the Authority can designate the Note as a qualified tax-exempt obligation as provided in the following sentence. For the purpose of Section 265(b )(3)(B) of the Internal Revenue Code, the Authority hereby designates the Note as a qualified tax-exempt obligation. Section 10. Pursuant to S 11-57-209 of the Supplemental Act, if a member of the Board, or any officer or agent of the Authority acts in good faith, no civil recourse shall be available against such Board member, officer, or agent for payment of the principal or interest on the Note. Such recourse shall not be available either directly or indirectly through the Board or the Authority, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Note and as a part of the consideration of its execution and delivery, the Lender and any person purchasing or selling such Note specifically waives any such recourse. Section 11. Pursuant to Section 11-57-212 ofthe Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings of the Authority in connection with the authorization or issuance of the Note, including but not limited to the adoption of this Resolution, shall be commenced more than thirty days after the authorization of the Note. 4 Section 12. After the Note is executed and delivered, this Resolution shall be and remain irrepealable, and may not be amended without the written consent of FirstBank until the Note and the interest thereon shall have been fully paid, canceled and discharged in accordance with the Loan Documents. Section 13. 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. Section 14. All bylaws, orders and resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order or resolution or part thereof previously repealed. Section 15. This Resolution shall be in full force and effect immediately upon its passage and approval. WHEAT RIDGE URBAN RENEWAL AUTHORITY (SEAL '1~ H.1W7 /7/7 2' , . (t~~ Chair of the Board of Commissioners ~~. Recording Secretary ~ i. 5 STATE OF COLORADO ) ) SS. WHEAT RIDGE URBAN ) RENEWAL AUTHORITY ) I, the Recording Secretary to the Wheat Ridge Urban Renewal Authority (the "Authority"), do hereby certify that: I. The foregoing pages are a true and correct copy of a resolution (the "Resolution") passed and adopted by the Board of Commissioners of the Authority (the "Board") at a regular meeting held on April 15, 2008. 2. The Resolution was duly moved and seconded and the Resolution was adopted at the meeting of April 15, 2008, by an affirmative vote of a majority of the members of the Board as follows: Name HYes'l "No" Absent Abstain Terrell R. Williams ',( James Bahrenburg )( Tom Radigan '{ Janet Leo X Rick Adams K Walt Pettit >< Larry Schulz 'f. 3. The members ofthe Board were present at such meetings and voted on the passage of such Resolution as set forth above. 4. The Resolution was approved and authenticated by the signature of the Chair of the Board, sealed with the Authority seal, attested by the Recording Secretary, and recorded in the minutes of the Board. 5. There are no bylaws, rules or regulations of the Board which might prohibit the adoption of said Resolution. 6. Notice of the meeting of April 15, 2008, in the form attached hereto as Exhibit A was posted at City Hall in Wheat Ridge, Colorado, not less than twenty-four hours prior to the meeting in accordance with law. 6 WITNESS my hand and the seal of said Authority affixed this April 15, 2008. (SEA 7 EXHIBIT A (Form of Notice of Meeting) A-I WHEAT RIDGE URBAN RENEWAL AUTHORITY AGENDA Aprill5, 2008 Notice is hereby given of a Public Meeting to be held before the City of Wheat Ridge Urban Renewal Authority on Tuesday, Aprill5, 2008, at 6:00 p.m., in the City Council Chambers of the Municipal Building at 7500 West 29th Avenue, Wheat Ridge, Colorado. 1. Call the Meeting to Order 2. Roll Call of Members 3. Approval of Minutes - Aprill, 2008 4. Public Forum (This is the time for any person to speak on any subject not appearing on the agenda. Public comments may be limited to 3 minutes.) 5. New Business A. Executive Session to consider the purchase, acquisition, lease, transfer or sale of real, personal or other property pursuant to C.R.S. Section 24-6-402(4)(a) B. Resolution 4-2008 - A Resolution of the Board of Commissioners of the Wheat Ridge Urban Renewal Authority Authorizing and Approving a Loan From Firstbank of Wheat Ridge to Purchase Land for Urban Renewal Purposes and Directing the Execution and Delivery by the Authority of a Promissory Note in the Original Principal Amount of $3,285,000; Approving Documents in Connection Therewith; and Ratifying Prior Actions C. Next Steps in the 44th Avenue & Wadsworth Boulevard Redevelopment Plan - Rob Osborn, WR2020 Executive Director 6. Adjournment