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HomeMy WebLinkAbout2023-02-28 VLHA Agenda 2 3 4 Vail Local Housing Authority Minutes Tuesday, February 14, 2023 3:00 PM Vail Town Council Chambers PRESENT ABSENT Steve Lindstrom Craig Denton Dan Godec James Wilkins Kristin Williams STAFF George Ruther, Housing Director via Zoom Martha Anderson, Housing Coordinator via Zoom Missy Johnson, Housing Coordinator 1. Call to Order 1.1 Zoom Meeting 1 (Pre-Executive Session) 1.2 Zoom Meeting 2 (Post-Executive Session) 1.3 Call to Order Meeting called to order at 3 p.m. with a quorum present. 2. Citizen Participation 2.1 Citizen Participation No comments. 3. Approval of Minutes 3.1 VLHA January 24, 2023 Minutes Presenter(s): Missy Johnson, Housing Coordinator MOTION: Williams SECOND: Lindstrom PASSED: (2 - 0) ABSTAINED: (1) 4. Main Agenda 4.1 Resolution No. 2, Series of 2023, A Resolution Approving an Exemption from Audit for the Fiscal Year 2022, for the Vail Local Housing Authority in the State of Colorado. Presenter(s): Carlie Smith, Finance Director Smith reviewed the resolution. Approve Paperwork will be provided to VLHA members to sign. MOTION: Williams SECOND: Lindstrom PASSED: (3 - 0) Vail Local Housing Authority Meeting Minutes of February 14, 2023 5 4.2Resolution No. 3, Series of 2023, a Resolution Approving the Purchase of a Deed Restriction Interest in Property (Type III Deed Restriction) in the Town of Vail Legally Described as Grouse Glen at Vail Unit 4A, Eagle County, Colorado with a Physical Address of 1480 Buffehr Creek Road Unit 4A, Vail, Colorado; and Setting Forth Details in Regard Thereto. Presenter(s): Martha Anderson, Housing Coordinator MOTION:Williams SECOND: WilkinsPASSED: (3 -0) 4.3Draft Timber Ridge Redevelopment Proposal Presenter(s): George Ruther, Housing Director Ruther provided an overview of the status of the Timber Ridge redevelopment project. It is a critical initiative of the Town of Vail to redevelop the Western portion of the property. The Council adopted a series of development goals and objectives, including: To see a doubling of dwellings at minimum of 200 homes. It is a public/private partnership that acknowledges that 100% of the project is deed-restricted. There is also sensitivity to environmental stewardship and energy conservation. An additional acknowledgement is the fine balance between providing homes for Vail Residence close to 1:1 parking space to residence. Triumph Development has been working towards a development plan to match the above objectives to strive to commence construction by May 1st of 2024. 7-multi-level buildings to replace those on-site Each building with 1 level of podium parking beneath the building and additional parking to reach 270 parking spaces for what is currently proposed as almost 284 residential dwelling units (Studios, 1-, 2-, 3-and 4-bedroom apartments) Contained within is approximately 586 bedrooms The 7th building is a CDOT building and Town of Vail is currently in the process to secure it for development use It can be built via modular or stick frame Currently, there is a rooftop community room and outdoor space TOV public works department and fire department have provided an initial approval Cost estimates coming in tracking very closely to the price/sq.ft. as Residences at MainVail The first Town Council meeting of each month includes an overview of this project Conversation ensued around transportation mobility direction, share car programs and potential to bring zip cars. Numerous conversations have occurred and will continue even in consideration of a regional approach. Regardless of when it is built and who builds it, the displacement of current residents is part of the planning and discussion for what will be 24-26 months of construction. Additional information likely to bepresented at the March7 Council meeting regarding development financing, community partnership and planned development in conversations with CDOT. Vail Local Housing Authority Meeting Minutes of February 14, 2023 6 Godec commented his appreciation to Council for their willingness to have for sale units in this project. Ruther updated the authority regarding the desire to explore if potential options may be available in the future to re-develop U.S. Postal Service buildings. 4.4 Retirement Guideline Discussion Presenter(s): George Ruther, Housing Director; Missy Johnson, Housing Coordinator, Martha Anderson, Housing Coordinator The Authority reviewed the memo Chamonix Vail Community Deed Restriction, as it relates to a qualified owner and those that are at or nearing retirement. Lindstrom referred to this concept also being reviewed in Aspen. Ruther added that the policy is clear but that an unintended consequence of the terms of the deed restriction could be that a an owner alleges that they don't need to comply if they are 60 years of age or older, even if living there and working remotely elsewhere. Conversation ensued and the collective opinion of the Authority. Consensus was that if the owner meets the qualified resident requirement and uses the residence as their primary residence, they don't have an issue if the owner chooses to work remotely from their home in Vail, after retirement. They agree that the owner needs to keep the home as their primary residence in the spirit of the program. The Housing Department will present revised language as an amendment to deed restriction that clarifies the above. The Authority wishes to review the remote work discussion at a future meeting. Wilkins exited the meeting and a quorum remained. 5. Matters from the Chairman and Authority Members 5.1 Matters from the Chairman and Authority Members Presenter(s): Steve Lindstrom, Chairman Godec and Williams gave highlights from their tour of a modular factory. They joined the Habitat for Humanity Vail Valley for a tour of a modular home factory, Fading West, in Buena Vista. Habitat for Humanity Vail Valley has a partnership with Eagle County Schools, The Town of Eagle and Eagle County for 16 modular homes in the Town of Eagle. They will come from the Fading West Factory, which is impressive and the tour brought clarity to the production line capabilities. One of the reasons that Habitat is bringing modular into the fold is the speed and opportunity to move from 8 home starts a year to 24. As it relates to Town of Vail and modular usage and a nearby factory, a plus side is to be able to stage the box at the site of the modular factory vs. the development site. Motion made to exit regular session and enter executive session. MOTION: Williams SECOND: Godec PASSED: (3 - 0) Vail Local Housing Authority Meeting Minutes of February 14, 2023 7 6. Executive Session 6.1 Executive Session pursuant to C.R.S. § 24-6-402(4)(e) - To determine positions relative to matters that may be subject to negotiations, develop a strategy for negotiations, and instruct negotiators on the topic of a contract between the Vail Local Housing Authority and Sherman & Howard, LLC. Presenter(s): Steve Lindstrom, Chairman 7. Any Action as a Result of Executive Session 7.1 Any Action as a Result of Executive Session At 4:21 p.m. VLHA re-entered the regular session. Kristen Kenny Williams made a Motion to direct the staff to move forward as discussed in executive session. MOTION: Williams SECOND: Godec PASSED: (3 - 0) 8. Adjournment 8.1 Adjournment 5:00 PM (Estimate) Meeting adjourned at 4:22 p.m. MOTION: Godec SECOND: Williams PASSED: (3 - 0) 9. Future Agenda Items 9.1 Vail Housing 2027 Land Banking Investment Banker Discussion 10. Next Meeting Date 10.1 Next Meeting Date February 28, 2023 Vail Local Housing Authority Meeting Minutes of February 14, 2023 8 9 RESOLUTION NO. 4 SERIES 2023 RESOLUTION APROVING APPROPRIATION OF FUNDS AND AUTHORITY APPROVAL FOR VAIL LOCAL HOUSING AUTHORITY TO SIGN AN AGREEMENT WITH SHERMAN & HOWARD, LLC . WHEREAS, the Vail Local Housing Authority (the “Authority”), in the Town of Vail, County of Eagle and State of Colorado is duly organized and existing under the laws of the State of Colorado; and WHEREAS, the members of the Authority have been duly appointed and qualified; and WHEREAS, the Authority agrees to the terms and fee structure as noted in the Sherman & Howard Engagement letter; NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: 1. The Vail Local Housing Authority authorizes the approval of the agreement with Sherman & Howard, LLC to advise the Authority on matters relating to multifamily housing finance programs, including private activity bonds and governmental bonds, conduit bond programs, and other general matters as outlined in Exhibit A; The Vail Local Housing Authority approves the appropriation of funds consistent 2. with the fee schedule in Exhibit A; 3. This resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Vail th Local Housing Authority of the Town of Vail held this 28 day of February 2023. Steve Lindstrom, Chairman of the Vail Local Housing Authority ATTEST: Missy Johnson, Secretary of the Vail Local Housing Authority Resolution No. 4, Series of 2023 : EXHIBIT A Engagement letter from Sherman & Howard, LLC to follow. 21 675 Fifteenth Street, Suite 2300, Denver, Colorado 80202 Telephone: 303.297.2900 shermanhoward.com Cory G. Kalanick Direct Dial Number: (303) 299-8373 E-mail: ckalanick@shermanhoward.com February 28, 2023 Housing Authority of the Town of Vail, Colorado Attn: George Ruther, Housing Director, Town of Vail, Colorado 75 S. Frontage Road West, Vail, CO 81657 Dear George: The purpose of this letter is to confirm our representation of the Housing Authority of the Town of Vail, Colorado, dba Vail Local Housing Authority (the “Authority”), as bond counsel to the Authority (“Bond Counsel”) with respect to the Authority’s multifamily housing finance program, including private activity bonds and governmental bonds, conduit bond program, and other general matters. We appreciate your confidence in us and will do our best to continue to merit it. This letter is not intended to supersede separate engagement letters with respect to specific matters. In formalizing our attorney-client relationship, current practice standards dictate that we set forth in writing (and in some detail) the elements of our mutual understanding. While some of the matters covered in this engagement letter will never be relevant or of concern between us, we hope you will understand that as attorneys and counselors it is our natural function to try to make communication clear and complete, and to anticipate and resolve questions before they arise. We also believe that the performance of our services may require your effort and cooperation. Consequently, the better we each understand our respective roles, responsibilities and contributions, the more efficient, effective and economical our work for you can be. This letter sets forth the roles we propose to serve and the responsibilities we propose to assume as Bond Counsel to the Authority in connection with the issuance of bonds, notes and other obligations under its multifamily housing finance program, conduit bond program, and other general matters as requested by the Authority. Scope of Employment Bond counsel is engaged as a recognized expert whose primary responsibility is to renderan objective legal opinion with respect to the authorization and issuance of bonds. As your Bond Counsel, we will examine applicable law; consult with the parties to the transaction 22 Housing Authority of the Townof Vail February28, 2023 Page 2 prior to the issuance of each series of bonds; prepare customary authorizing and operative documents, which may include proceedings relating to the authorization of the sale and issuance of the bonds, and closing certificates; review a certified transcript of proceedings; and undertake such additional duties as we deem necessary to render the opinion. Subject to the completion of proceedings to our satisfaction, we will render our opinion relating to the validity of the bonds, the enforceability of the security for the bonds, and, as applicable, the exclusion of the interest paid on the bonds (subject to certain limitations which may be expressed in the opinion) from gross income for federal income tax purposes and for State of Colorado tax purposes. In rendering our opinion, we will rely upon the certified proceedings and other certifications of the Authority, the borrower, the lender,public officials and other persons furnished to us without undertaking to verify the same by independent investigation. Our opinion will be addressed to the Authority and will be executed and delivered by us in written form on the date bonds are exchanged fortheir purchase price (each, a “Closing”). Each opinionwill be based on facts and law existing as of its date. Our services as Bond Counsel are limited to those contracted for explicitly herein; the Authority’s execution of this letter constitutes an acknowledgment of those limitations. Specifically, but without implied limitation, our responsibilities in our capacity as Bond Counsel with respect to particular series of bonds do not include any representation by Sherman & Howard L.L.C. in connection with any IRS audit or any litigation involving the Authority or any bonds, or any other matter, and do not include any representation or advice with respect to federal and state low-income housing tax credits or other tax credits ancillary to the bond financing. Neither do we assume responsibility for the preparation of any collateral documents (e.g., environmental impact statements) which are to be filed with any state, federal or other regulatory agency. Nor do our services include financial advice (including advice about the structure of bonds) or advice on the investment of funds related to any bond issue; our services are of a traditional legal nature with respect to the bonds, and we are not acting as a financial advisor or financial expert regarding the issuance of municipal securities or municipal financial products. As Bond Counsel, we will not assume or undertake responsibility for assisting in the preparation of any official statement or other offering document to be used in connection with the marketing of any bonds, nor are we responsible for performing an independent investigation to determine the accuracy, completeness or sufficiency of any such official statement. In addition to the foregoing duties, from time to time the Authority may require advice or other legal services in connection with municipal finance matters which do not result in the issuance of bonds, and it is intended that this engagement shall cover any such additional representation, as and to the extent requested by the Authority. Such additional work, if any, will be performed only after a specific request from the Authority. The scope of services for additional general matters may be established from time to time by the Authority and Sherman 23 Housing Authority of the Town of Vail February 28, 2023 Page 3 & Howard L.L.C. separately for each such matter. Each such matter will be confirmed in writing, including by electronic communication, but not by separate engagement letter unless requested by the Authority. Representation of the Authority In performing our services as Bond Counsel, the Authority is and will continue to be our client and an attorney-client relationship will exist between us. We will represent the interests of the Authority rather than the Board of Commissioners, its individual members or the Authority’s employees. We will work closely with and take direction from the Chair of the Board of Commissioners, you and other Authority staff. We assume that other parties to each transaction will retain such counsel as they deem necessary and appropriate to represent their interests in such transaction. Our limited representation of the Authority as Bond Counsel does not alter our responsibility to render an objective opinion in such capacity. Conflicts of Interest. Before accepting any new business, the Colorado Rules of Professional Conduct require us to evaluate whether there exist any ethical constraints to representing you in this new matter. As you are aware, our Public Finance Group practices in all areas of public finance in Colorado and other states, and in such practice simultaneously represents many political subdivisions, investment bankers/underwriters, trustees, financial institutions, and other companies and individuals. In addition, our other departments also represent various persons or institutions which may have or will have dealings with the Authority, and which may be adverse to the Authority. We have completed a conflicts check within our firm and have found no current conflict between the Authority and our existing clients. Fee Arrangement Bond Counsel. Currently, the Authority is in the initial stages of planning the issuance of multifamily housing revenue bonds, notes or other obligations for the purpose of financing the acquisition, construction and equipping of two workforce housing projects known as Timber Ridge and West Middle Creek. Given that these projects are in the early states, we will currently provide legal advice related to the structuring of the bond financings, and will bill for our services on at our regular hourly rates or as otherwise agreed upon. Cory Kalanick’s current hourly rate is $610 an hour. Other attorneys may provide assistance as well including tax attorneys, Jim Lane ($740) and Will Vietti ($515), as well as associates where appropriate. When the structure for each financing is more solidified, we will work with the Authority to set a bond counsel fee based upon: (i) our understanding of the terms, structure, size and schedule of the financing; (ii)the duties we will undertake asbond counsel; (iii) the 24 Housing Authority of the Townof Vail February28, 2023 Page 4 time we anticipate devoting to the financing;(iv) the skill and experience required to complete the services properly, and (v) the responsibilities we will assume. Such fees may vary: (i) if the principal amount of the financing actually issued differs significantly from the amount stated above; (ii) if material changes in the structure of the financing occur; or (iii) if unusual or unforeseen circumstances arise which require a significant increase in our time or our responsibilities. If, at any time, we believe that circumstances require an adjustment of our original fee estimate for such financing, we will consult with you and prepare an amendment in writing. At this time the size of any future bond issue, the nature of the security therefor, and other matters have not been determined. Additionally, the nature of any other legal services which may be requested hereunder is undetermined. As a result, it is agreed that for such future bond issues, if any, we will represent the Authority hereunder for a reasonable, mutually agreed- upon fee, based upon the criteria described above, including the structure of the particular transaction and our responsibilities in connection therewith. For such financings, at the Authority’s request we will bill for our Bond Counsel services on specified matters on a fixed- fee or hourly basis, in amounts mutually agreed to by the Authority and Sherman & Howard L.L.C. After the initial hourly fee period, our subsequent fees for acting as Bond Counsel, unless otherwise agreed to at the time, will be contingent upon the Authority being legally able to proceed to Closing, to be paid at the Closing out of the bond proceeds or other legally available moneys of the Authority. In the event that the Authority is able to issue a particular bond issue as a matter of law, but chooses not to as a result of financial or other factors, our fees will not be contingent, and in such event we will bill the Authority for the time spent on such bond issue at our usual hourly rates, plus out-of-pocket expenses. Conduit Transactions. The immediately preceding paragraphs apply to transactions for which the Authority pays our fees. It does not apply to conduit transactions for which the borrower pays our fee (i.e., where the Authority is not the developer). For general conduit transactions, we will negotiate our bond counsel fee directly with the borrower, which, as described above, will be based upon: (i) our understanding of the terms, structure, size and schedule of the financing; (ii) the duties we will undertake as bond counsel; (iii) the time we anticipate devoting to the financing; (iv) the skill and experience required to complete the services properly, and (v) the responsibilities we will assume. Our fees as Bond Counsel are usually paid at Closing. We customarily do not submit any statement until the Closing, unless there is a substantial delay in completing the financing. If, for any reason, a financing is not consummated, we anticipate delaying any billing until the successful Closing of the next issue. 25 Housing Authority of the Town of Vail February 28, 2023 Page 5 General Matters. We will bill for our services on general matters at our regular hourly rates or as otherwise agreed upon. Disbursements. In addition, this letter authorizes us to make disbursements on your behalf. The Authority agrees to reimburse us for such disbursements, including deliveries, filing fees, computer assisted research, and other necessary office expenses. Electronic Communications Although the Authority and our firm recognize e-mail may not always be a secure method of communication, and could be intercepted and read by persons who are not the intended recipients, the Authority and the firm agree to the use of unencrypted e-mail for communications made during the course of this engagement, including communications containing confidential information or advice. The Authority may, however, at any time request us to use a specified more secure or different method of communication for confidential information or advice, including communications about a particular subject, and we will take reasonable measures to implement the request from the Authority. Document Retention At or within a reasonable period after each Closing, we will direct a review of the file to determine what materials should be retained as a record of our representation and those that are no longer needed. In connection with Bond Counsel representations, we will provide you with a copy of the customary transcript of documents after Closing and will return any original documents obtained from you (if a copy is not included in the transcript). We will retain for several years a copy of the transcript and such other materials as correspondence, final substantive work product, documents obtained from you, and documents obtained from third parties. We will not retain such materials as duplicates of the above-described material, or drafts and notes that do not appear needed any longer. Ordinarily the firm will keep the retained materials until seven years after the final maturity of a series of bonds. At the end of that time, unless you advise us in writing to the contrary, we will destroy the bulk of the file. If the file is especially voluminous, we may destroy all or portions of it earlier, as our storage facilities are limited. If you prefer other arrangements for retention or disposition of our files in this matter, please advise us in writing. Termination of Engagement with Respect to a Series of Bonds The above fees as Bond Counsel contemplate compensation for usual and customary services in such capacity with respect to each series of bonds, as described above. Upon delivery of the opinion with respect to a particular series of bonds, our responsibilities as Bond Counsel will terminate with respect to that series. Specifically, but without implied limitation, 26 Housing Authority of the Town of Vail February 28, 2023 Page 6 we do not undertake to provide continuing advice to the Authority or to any other party to the transaction as part of our engagement as Bond Counsel. This engagement is terminable by either party upon 15 days’ notice to the other party; provided that: (i) the foregoing shall not alter or affect our responsibilities to the Authority under the Code of Professional Responsibility or other applicable laws, rules, and regulations; and (ii) if the Authority terminates us without cause while we are engaged in a matter on its behalf for which attorney or paralegal time has been expended, the Authority will pay us our usual fees for such time spent, at our then-applicable hourly rates. Approval If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the duplicate original of this letter signed by the officer so authorized, retaining the other original for your files. We sometimes do not receive signed engagement letters back from clients for various reasons, but the client still wishes for us to serve as their counsel. Accordingly, so that we may begin work on this matter soon per your instructions, if you do not return a signed letter to us or inform us of any comments or objections to this letter, we will consider this letter and the referenced fee arrangement to govern our relationship unless you and we agree otherwise in writing. We are deeply committed to the proposition that our clients must be satisfied with the quality of our services as well as the amount of our charges. Our effectiveness and your best interest are enhanced by an atmosphere of candor and confidence between us, not only as to the facts and circumstances of the legal issues on which we are working, but also as to the attorney- client relationship itself. 27 Housing Authority of the Townof Vail February28, 2023 Page 7 We are pleased to havethe opportunity to serve you again and look forward to a mutually satisfactory and beneficial relationship. If at any time you have questions concerning our work or our fees, we hope that you will contact us immediately. SHERMAN & HOWARD L.L.C. By: ___________________________________ Accepted and Approved: HOUSING AUTHORITY OF THE TOWNOF VAIL, COLORADO By: ___________________________________ Name: _________________________________ Title: __________________________________ 56267583.1 28 29 2: 31 32 33