HomeMy WebLinkAboutResolution 2008-0007
EXHIBIT A
CITY OF WHEAT RIDGE
COLORADO
RESOLUTION NO. 07
Series of 2008
TITLE: A RESOLUTION ASSIGNING AND TRANSFERRING TO THE CITY AND
COUNTY OF DENVER, COLORADO, THE CITY OF WHEAT RIDGE'S 2008
ALLOCATION FROM THE STATE CEILING FOR PRIVATE ACTIVITY
BONDS TO FINANCE RESIDENTIAL HOUSING FACILITIES FOR LOW-
AND MIDDLE-INCOME PERSONS AND FAMILIES WITHIN THE CITY
AND CERTAIN OTHER LUiES AND COUNTIES IN THE STATE OF
COLORADO; AUTHORIZING THE DELEGATION TO THE CITY AND
COUNTY OF DENVER, COLORADO OF THE AUTHORITY OF [CITY]
WITH RESPECT TO THE ISSUANCE OF SINGLE FAMILY HOME
MORTGAGE REVENUE BONDS (fHE "BONDS") TO FINANCE
RESIDENTIAL HOUSING FACILITIES FOR LOW- AND MIDDLE-INCOME
PERSONS AND FAMILIES WITHIN THE CITY AND CERTAIN OTHER
CITIES AND COUNTIES IN THE STATE OF COLORADO; APPROVING
SUCH BONDS AND THE SINGLE FAMILY MORTGAGE LOAN PROGRAM;
AND AUTHORIZING THE EXECUTION AND DELIVERY OF A
DELEGATION AND PARTICIPATION AGREEMENT, AN ASSIGNMENT
AGREEMENT AND OTHER DOCUMENTS IN CONNECTION THEREWITH.
WHEREAS, the City of Wheat Ridge, Colorado (the "City"), and the City and County of
Denver, Colorado (the "Issuer"), are each authorized by the County and Municipality
Development Revenue Bond Act, constituting article 3 of title 29, Colorado Revised Statutes, as
amended (the "Act"), to finance projects as defined in the Act, including residential housing
facilities for low- and middle-income persons and families; and
WHEREAS, the City has been awarded on January I, 2008 $1,342,320 (the "2008
Allocation") of the bond ceiling for the State of Colorado (the "State") and its issuing authorities
pursuant to the Colorado Private Activity Bond Ceiling Allocation Act, constituting Part 17 of
Article 32 of Title 24, Colorado Revised Statutes, as amended (the "Allocation Act"), for use in
the issuance of private activity bonds to finance projects under the Act among the issuing
authorities ofthe State of Colorado; and
WHEREAS, the Allocation Act provides for the assignment of bond allocations between
issuing authorities of the State; and
WHEREAS, the City desires to assign and transfer to the Issuer an amount equal to
$1,342,320 of the 2008 Allocation, which the City will commit and reserve for the issuance of
such private activity bonds, to finance residential housing facilities for low- and middle-income
persons and families within the City and other cities and counties in the State of Colorado; and
4851-5101-8497.2
WHEREAS, it is necessary to evidence such assignment and transfer and the acceptance
thereof by the execution and delivery by the City of an Assignment (the "Assignment") by and
between the City and the Issuer in substantially the form presented at this meeting; and
WHEREAS, Section 29-3-104(2) of the Act provides that a county or municipality may
delegate by resolution or ordinance, as the case may be, to any other county or municipality
authority to act on its behalf in the financing of projects under the Act and that any such
delegation may be general or limited in scope and time and may be irrevocable for the term or
terms of any financing agreement or bond issue, all as provided in such resolution or ordinance;
and
WHEREAS, the Issuer proposes to issue single family home mortgage revenue bonds
pursuant to the Act (the "Bonds") to finance residential housing facilities for low- and
middle-income persons and families within the City and other cities and counties in the State of
Colorado (the "Single Family Mortgage Loan Program"); and
WHEREAS, the City desires to delegate to the Issuer the authority of the City to finance
and otherwise take action and exercise power under the Act on behalf of the City with respect to
the Single Family Mortgage Loan Program within the City; and
WHEREAS, it is necessary to evidence such delegation by the execution and delivery by
the City of a Delegation and Participation Agreement (the "Delegation and Participation
Agreement") by and between the City and the Issuer in substantially the form presented at this
meeting;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF WHEAT RIDGE:
Section 1. In order to facilitate the origination of single family mortgage loans within the
boundaries of the City as part of the Single Faruily Mortgage Loan Program, the City hereby
(i) assigns and transfers to the Issuer an amount equal to $1,342,320 of the 2008 Allocation,
(ii) delegates to the Issuer the authority of the City to finance and otherwise take action and
exercise power under the Act on behalf of the City with respect to the Single Family Mortgage
Loan Program within the City and (iii) approves, and authorizes and directs the Mayor of the
City to sign and deliver and the City Clerk to attest and deliver, the Assignment and the
Delegation and Participation Agreement in substantially the forms presented at this meeting.
Copies of the proposed Assignment and Delegation and Participation Agreement are on file in
the office of the City Clerk and are available for inspection by the public.
Section 2. The Council hereby approves the Bonds and the Single Family Mortgage
Loan Program for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended.
Section 3. The Mayor of the City is hereby authorized and directed to execute and
deliver and the City Clerk is hereby authorized and directed to attest and deliver such other
agreements and certificates and to take such other actions as may be necessary or convenient to
carry out and give effect to the Delegation and Participation Agreement, the Assignment, and
this Resolution, including any agreement or certificate approving the Bonds or the Single Faruily
Mortgage Loan Program for purposes of Section 147(f) of the Internal Revenue Code of 1986, as
amended.
Section 4. Nothing contained in this Resolution, the Assignment, or the Delegation and
Participation Agreement shall constitute a debt, indebtedness or multiple-fiscal year direct or
indirect debt or other financial obligation of the City within the meaning of the Constitution or
statutes of the State of Colorado or the home rule charter of any political subdivision thereof, nor
give rise to a pecuniary liability of the City or a charge against its general credit or taxing
powers.
Section 5. 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 any such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
Resolution.
Section 6. This Resolution shall be in full force and effect upon its passage and approval.
ADOPTED BY THE CITY COUNCIL THIS 1/-HoA Y OF M'''''''''''}j 2008.
By f2/!i!~
[SEAL]
Attest:
BvdL
Michael Snow, City Clerk
CERTIFICATE OF THE CITY OF WHEAT RIDGE, COLORADO
Relating to:
CITY AND COUNTY OF DENVER, COLORADO
(METRO MAYORS CAUCUS)
SINGLE FAMILY HOME MORTGAGE REVENUE BONDS
The undersigned Mayor and City Clerk of the City of Wheat Ridge, Colorado (the
"City") hereby certify that:
1. Resolution. Attached hereto as Exhibit A is a true and correct copy of a
Resolution of the City Council of the City (the "Council") that was adopted by the Council in
accordance with applicable law on the date indicated therein (the "Resolution"). All meetings of
the Council at which action relating to the Resolution was taken were properly noticed in the
manner and at the times required by law, were open at all times to the general public and were
attended by a quorum of the Council. The Resolution has been signed, attested, sealed and made
a permanent part of the records of the Council in accordance with applicable law; is in full force
and effect; and has not been amended, modified or repealed since its adoption.
2. Delegation and Participation Agreement. Attached hereto as Exhibit B is a true
and correct copy of a Delegation and Participation Agreement dated as of the date indicated
therein (the "Delegation and Participation Agreement") by and between the City and the City and
County of Denver, Colorado (the "Issuer"). The Delegation and Participation Agreement has
been duly authorized, executed and delivered by the City and, upon due authorization, execution
and delivery by the Issuer, will constitute a valid and binding obligation of the City, enforceable
against the City in accordance with its terms.
3. Assignment Agreement. Attached hereto as Exhibit C is a true and correct copy
of an Assignment Agreement dated as of the date indicated therein (the "Assignment") by and
between the City and the Issuer. The Assignment has been duly authorized, executed and
delivered by the City and, upon due authorization, execution and delivery by the Issuer, will
constitute a valid and binding obligation of the City, enforceable against the City in accordance
with its terms.
4. Approval of Bonds and Project. A public hearing on behalf of the Council, the
City and the Issuer was held in the office of the Department of Revenue for the City and County
of Denver, Colorado. At such public hearing, all interested persons were given an opportunity to
express their views, both orally and in writing, on the proposed issuance of the Bonds and the
location and nature of the Single Family Mortgage Loan Program. The Council has received a
report of the hearing. The undersigned Mayor of the City, as the chief elected executive official
of the City acting as such after such public hearing, hereby approves the Bonds and the Single
Family Mortgage Loan Program, which approval is intended to comply with the provisions of
Section 147(f) of the Internal Revenue Code of 1986, as amended.
4851-5101-8497.2
Y':. h IN WITNESS WHEREOF, we have hereunto set our hands this ) IlL..
reo(lA~ ,2008.
(k
ATTEST:
BV~
Michael Snow, City Clerk
By
day of
EXHIBIT B
DELEGATION AND PARTICIPATION AGREEMENT
THIS DELEGATION AND PARTICIPATION AGREEMENT (this "Delegation and
Participation Agreement") is by and between the CITY OF WHEAT RIDGE, COLORADO, a
home rule city and municipal corporation of the State of Colorado (the "City"), and the CITY
AND COUNTY OF DENVER, COLORADO, a home rule city, a municipal corporation and a
political subdivision of the State of Colorado (the "Issuer").
RECIT ALS:
WHEREAS, the City and the Issuer are each authorized by the County and Municipality
Development Revenue Bond Act, constituting article 3 of title 29, Colorado Revised Statutes, as
amended (the "Act"), to finance projects as defined in the Act, including residential housing
facilities for low- and middle-income persons and faruilies; and-' ~-"-'--,..,. - <...,.,.....---.-
WHEREAS, Section 29-3-104(2) of the Act provides that a county or municipality may
delegate by resolution or ordinance, as the case may be, to any other county or municipality
authority to act on its behalf in the financing of projects under the Act and that any such
delegation may be general or limited in scope and time and may be irrevocable for the term or
terms of any financing agreement or bond issue, all as provided in such resolution or ordinance;
and
WHEREAS, pursuant to an Assignment Agreement dated the date hereof (the
"Assignment"), the City is assigning and transferring to the Issuer $1,342,320 of the City's 2008
bond ceiling for the State of Colorado and its issuing authorities computed under Section 146( d)
of the Internal Revenue Code of 1986, as amended, under the Colorado Private Activity Bond
Ceiling Allocation Act, constituting Part 17 of Article 32 of Title 24, Colorado Revised Statutes,
as amended, for use in the issuance of private activity bonds; and
WHEREAS, the Issuer proposes to issue single faruily home mortgage revenue bonds
pursuant to the Act (the "Bonds") to finance residential housing facilities for low- and
middle-income persons and families within the City and other cities and counties in the State of
Colorado (the "Single Family Mortgage Loan Program"); and
WHEREAS, the City wishes to participate in the Single Family Mortgage Loan Program;
and
WHEREAS, the City desires to delegate to the Issuer the authority of the City to fmance
and otherwise take action and exercise power under the Act on behalf of the City with respect to
the Single Faruily Mortgage Loan Program within the City.
NOW THEREFORE, in consideration of the mutual covenants and undertakings set forth
herein, the City and the Issuer hereby agree as follows;
Section 1. The City hereby delegates to the Issuer the authority of the City to finance and
otherwise take action and exercise power under the Act on behalf of the City with respect to the
Single Family Mortgage Loan Program within the City.
Section 2. The Issuer hereby accepts the delegation of authority from the City pursuant
to Section I hereof and agrees to abide by each of the terms and conditions of this Delegation
and Participation Agreement in connection with the use of such delegation. The Issuer agrees to
4851-5101-8497.2
make available to the City no less than $1,342,320 of the proceeds of the Bonds for the
origination of home mortgages within the City's boundaries.
Section 3. The participation of the City in the Single Faruily Mortgage Loan Program,
and all undertakings, obligations, duties and rights of the City and the Issuer under this
Delegation and Participation Agreement, are contingent upon the issuance of the Bonds for the
Single Family Mortgage Loan Program.
Section 4. In the event that the Bonds are not issued for use in the Single Family
Mortgage Loan Program, this Delegation and Participation Agreement, and all duties, obligations
and rights of the Issuer and the City hereunder, shall terminate. If the Bonds are not issued for
use in the Single Family Mortgage Loan Program, the City agrees to hold the Issuer harmless for
any costs or any other liabilities incurred by the City with respect to the adoption and approval of
this Delegation and Participation Agreement, the Resolution of the City adopted with respect to
the Single Family Mortgage Loan Program, or any other City actions related thereto.
IN WITNESS WHEREOF, the City and the Issuer have caused this Delegation and
Participation Agreement to be executed to be effective as of t='ebcu (1..(,1 1\ . 2008.
,
[SEAL]
CITY OF WHEAT RIDGE, COLORADO
Attest:
BY~c-'-
Michael Snow, City Clerk
[SEAL]
Mayor
Attest:
By /~-~iJ .tJft~~
"'City Clerk and J?!ecorder 0
Approved as to Form:
~J)~
By
City Attorney
\
Countersigned:
By /'t:, fp~ It]!..
Manager of Fin ce'
ByAOuM / /i
Auditor
[Signature Page to Delegation and Participation Agreement]
3
EXtllmT C
ASSIGNMENT AGREEMENT
Thi . . Il~h
s AssIgnment Agreement (the "AssIgnment") dated the day of
.febrLltl<J .2008, is by and between the CITY OF WHEAT RIDGE, COLORADO, a
home rule city and municipal corporation of the State of Colorado (the "Assignor") and the
CITY AND COUNTY OF DENVER, COLORADO, a home rule city, a municipal corporation
and a political subdivision of the State of Colorado (the "Assignee").
R E C I TAL S:
WHEREAS, the Assignor has been awarded $1,342,320 (the "2008 Allocation") of 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 arlfended (the "Code"), under the
Colorado Private Activity Bond Ceiling Allocation Act, constituting Part 17 of Article 32 of
Title 24, Colorado Revised Statutes, as amended (the "Allocation Act"), for use in the issuance
of private activity bonds; and
WHEREAS, subject to the terms and conditions set forth herein, the Assignor desires to
assign and transfer to the Assignee, and the Assignee desires to accept, a portion of the
Assignor's 2008 Allocation in an amount equal to $1,342,320, which the Assignor agrees to
commit and reserve for the issuance of such private activity bonds; and
WHEREAS, the private activity bonds will be issued by the Assignee pursuant to the
County and Municipality Development Revenue Bond Act, constituting Article 3 of Title 29,
Colorado Revised Statutes, as amended (the "Act"), and such bonds will be used for a purpose
which qualifies as a "project" as described in the Act.
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:
I. In accordance with action taken by the governing body of the Assignor on
February 11, 2008, the Assignor hereby assigns and transfers to the Assignee, a portion of the
Assignor's 2008 Allocation from the State Ceiling for private activity bonds in an amount equal
to $1,342,320 (the "Assigned Amount"). In addition, the Assignor hereby consents to the
election by the Assignee, if the Assignee in its discretion so decides, to treat the Assigned
Amount as an allocation for a project with a carryforward purpose and/or to make a mortgage
credit certification election, thus avoiding reversion of the Assigned Amount to the statewide
balance under the Allocation Act.
2. The Assignor represents that it has received no monetary consideration for the
assignment set forth above and that it has not issued any private activity bonds with the Assigned
Amount.
3. The Assignee hereby;
(a) Accepts the assignment of a portion of the Assignor's 2008 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 ofa portion of the Assignor's 2008 Allocation.
4. The Assignor and Assignee each agree that they will take such further actions and
adopt such further proceedings as may be required to implement the terms of this Assignment.
5. This Assignment is effective upon execution and is irrevocable.
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]
CITY OF WHEAT RIDGE, COLORADO
By
~~Qj~
Attest:
B~
Michael Snow, City Clerk
[SEAL]
Attest:
By /~a-,'.' cr/?t{ ~~
city'a;rk and R#order ;-
:~"d~:J~:::
City Attorney J
Countersigned:
By r.Lto! ~
Manager of Finaice
CITY AND COUNTY OF DENVER,
COLORADO
By
Mayor l
. - --........
[Signature Page To Assignment Agreement]
3
~MURRAY
DAHL
IS KUECHENMEISTER
RENAU D LLP
February 11, 2008
. Gerald E. Dahl
City and County of Denver, Colorado
201 West Colfax Avenue
Department 1207
Denver, Colorado 80202-5332
Ladies and Gentlemen:
We have acted as counsel for the City of Wheat Ridge, Colorado (the "City") in
connection with the assignment by the City to the City and County of Denver, Colorado (the
"Issuer") of a portion of the City's allocation of the ceiling on private activity bonds which may be
issued in the State of Colorado (the "State") during 2008 (the "2008 Allocation"), under Part 17
of Article 32 of Title 24, Colorado Revised Statutes, as amended (the "Allocation Act"), and the
delegation by the City to the Issuer of authority to act on the City's behalf in the financing of
residential housing facilities for low- and middle-income persons and families within the City
under Article 3 of Title 29, Colorado Revised Statutes, as amended (the "Act"). This assignment
and delegation is being effected pursuant to Resolution No, 7, adopted by the City Council of
the City on February 11, 2008 (the "Resolution"), an Assignment Agreement dated February 11,
2008 (the "Assignment"), by and between the City and the Issuer, and a Delegation and
Participation Agreement dated February 11, 2008 (the "Delegation and Participation
Agreement") by and between the City and the Issuer,
We have examined, among other things, a copy of the Resolution, the Assignment and
the Delegation and Participation Agreement. We have also examined the Constitution of the
State and such statutes and regulations as we have deemed appropriate, including, without
limitation, certificates of public officials and of officers and representatives of the City, and such
other documents as we have deemed necessary as a basis for the opinions hereinafter
expressed. In the course of such examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as copies.
Based upon the foregoing, under existing laws, regulations, rulings and judicial
decisions, it is our opinion that:
1, The City is a home rule city and municipal corporation of the State duly organized
and validly existing under the Constitution and the laws of the State.
2. The City has full legal right, power and authority: (a) to assign a portion of its
2008 Allocation and delegate authority to the Issuer in accordance with the Resolution, the
Assignment and the Delegation and Participation Agreement; (b) to adopt the Resolution; (c) to
execute and deliver the Assignment and the Delegation and Participation Agreement; and (d) to
perform its obligations under the Resolution, the Assignment and the Delegation and
Participation Agreement.
2401 15th Street Suite 200 Denver, Colorado 80202 Main 303.493.6670 Fax 303.477.0965
Direct 303.493.6686 gdahl@mdkrlaw.com
3, The adoption or the execution and delivery of the Resolution, the Assignment
and the Delegation and Participation Agreement by the City and the performance of the City's
obligations thereunder have been duly authorized by the City, and each have been duly adopted
or executed and delivered by the City, and each of them constitute valid and binding obligations
of the City enforceable in accordance with its terms.
4. The adoption of the Resolution and the execution and delivery of the Assignment
and the Delegation and Participation Agreement and compliance with the terms, conditions and
provisions of each thereof will not conflict with or result in a breach or violation of any of the
terms, conditions or provisions of the Constitution or the laws of the State, local resolutions,
bylaws or other regulations, or any other governmental authority of any nature whatsoever as
now existing, or, to the best of our knowledge, any agreement or instrument to which the City is
now a part of or by which it is bound, or constitute a default thereunder,
5, With respect to the portion of the 2008 Allocation being assigned to the Issuer
pursuant to the Resolution and the Assignment, the City has not: (a) issued private activity
bonds, (b) assigned the allocation to another "issuing authority" as such term is defined in the
Allocation Act; (c) made a mortgage credit certificate election; or (d) treated the allocation as an
allocation for a project with a carry forward purpose,
6. No approval, permit, consent or authorization applicable to the City and not
already obtained by the City of any government or public agency, authority or person is required
in connection with the adoption of, the execution and delivery by the City of, and the
performance by the City of its obligations under, the Resolution, the Assignment or the
Delegation and Participation Agreement.
7, The City has duly adopted the Resolution and it is in full force and effect. The
Resolution has not been altered, amended or repealed. The meeting at which the Resolution
was adopted was legally and properly conducted.
This opinion may be relied upon by: (a) the Issuer's Bond Counsel in rendering its
opinion in connection with the issuance by the Issuer of revenue bonds; and (b) each institution
which may act as an underwriter of any such revenue bonds,
The scope of our engagement as counsel to the City was limited to rendering the
opinions set forth above. This opinion speaks only as of its date and is limited to the laws,
regulations, rulings and judicial decisions in effect on such date.
WJj) fJIi)
Gerald E. Dahl