AHA Resolution 20-03 Approving Sale of AHA Interest in Buffalo Ridge LLLPAvon
COLORADO
AVON HOUSING AUTHORITY
RESOLUTION 20-03
APPROVING SALE OF AVON HOUSING AUTHORITY INTEREST IN
BUFFALO RIDGE LLLP
WHEREAS, Corum Real Estate Group, Inc., a Colorado corporation ("Corum"),
developed that certain multi -family residential low income housing project known as the Buffalo
Ridge Apartments located on certain real property located in the Town of Avon, Eagle County,
Colorado, and consisting of a portion of the subdivision known as The Village (at Avon) Filing
No. 2 (the "Project);
WHEREAS, Corum formed Buffalo Ridge II LLLP, a Colorado limited liability limited
partnership (the "LLLP") for the purposes of owning, developing, constructing and operating the
Project; and
WHEREAS, for purposes of financing the Project, SunAmerica Housing Fund 1048
("SunAmerica") became an investment partner in the LLLP for purposes of providing capital
contributions to the LLLP and the Project; and
WHEREAS, Traer Creek -RP LLC ("Traer Creek") became special limited partner in the
LLLP for purposes of providing the real property on which the Project is located, which land
dedication was made in partial satisfaction of Traer Creek's affordable housing obligations under
The Village (at Avon) PUD; and
WHEREAS, the Town of Avon (the "Town"), acting by and through the Avon Housing
Authority (the "Authority"), became a special limited partner in the LLLP for the purpose of
exempting the Project from real property taxation pursuant to §§ 29-4-226 and 227, C.R. S; and
WHEREAS, pursuant to the LLLP's Amended and Restated Agreement of Limited
Partnership (the "LLLP Partnership Agreement"), the Authority has a 0.0025% interest in the
LLLP; and
WHEREAS, pursuant to the LLLP Partnership Agreement, the Authority is entitled to
3.00% of any net proceeds realized from the sale of the LLLP; and
WHEREAS, SunAmerica now desires to sell, and Corum desires to purchase, its
interests in the LLLP, and for tax and other legal reasons Corum must acquire Traer Creek's and
the Authority's respective interests in the LLLP to complete the transaction; and
Res 20-03 Sale of Interest in Buffalo Ridge LLLP
June 23, 2020
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WHEREAS, in order to facilitate the acquisition of the property, Corum has formed
Buffalo Ridge, LLC, a Delaware limited liability company (`Buffalo Ridge") for purposes of
owning and operating the Project; and
WHEREAS, Corum has formed OI-CREG Cherry Creek, LLC, a Delaware limited
liability company ("OI-CREG"), which shall serve as the initial voting member and Manager of
Buffalo Ridge; and
WHEREAS, to facilitate the acquisition of the Project, OI-CREG desires to purchase the
Authority's interest in the LLLP for $1,500,000.00, and shall cause Buffalo Ridge to make
monthly payments of 0.005% of the gross revenue of Buffalo Ridge to the Town; and
WHEREAS, in order to maintain the affordability of the Project, OI -GREG, as the
voting member and Manager of Buffalo Ridge, desires to admit the Authority as a Class "A"
Member of Buffalo Ridge for the purpose of exempting the Project from real property taxation
pursuant to §§ 29-4-226 and 227, C.R.S; and
WHEREAS, the Authority desires to sell its interest in the LLLP to OI -GREG; and
WHEREAS, the Authority believes that it is in the best interests of the Project, the
Town, and the Authority that the Authority act and serve as a Class "A" Member in Buffalo
Ridge as such membership will assist in providing safe, decent and affordable housing to the
residents of the Town, provided the Town may withdraw its membership from Buffalo Ridge in
the event Buffalo Ridge is no longer controlled by Corum or an affiliate controlled by Corum;
and
WHEREAS, the Avon Housing Authority hereby finds, determines and declares this
Resolution will promote the health, safety and general welfare of the Avon community.
NOW THEREFORE, BE IT RESOLVED, BY THE AVON HOUSING
AUTHORITY OF THE TOWN OF AVON, COLORADO:
Section 1. The Authority hereby ratifies, confirms and approves the sale of its special
limited partner interest in the LLLP, and agrees to be admitted to, and serve as, a Class "A"
Member of Buffalo Ridge in order to exempt the Project from real property taxation pursuant to
and in accordance with the provisions of C.R.S. §§ 29-4-226 and 227.
Section 2. The Town Attorney is hereby delegated authority to review and modified
all documents necessary to effectuate the above referenced transaction. The Chairman or
appropriate designee of the Authority, is hereby authorized and empowered to execute and
deliver any and all documents and instruments on behalf of the Authority to cause its admission
to Buffalo Ridge as a Class "A" Member thereof at such times and on such terms and conditions
as such officer may deem acceptable in his or her sole discretion, such acceptance to be
evidenced by such officer's execution and delivery of such documents and instruments.
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Section 3. The foregoing officers are hereby authorized and empowered to execute and
deliver any other documents or instruments on behalf of the Authority that such officers may
deem necessary or desirable in connection with its Class "A" Membership in Buffalo Ridge, on
such terms and conditions as such officers deem acceptable, such acceptance to be evidenced by
such officers' execution and delivery of any such documents or instruments.
Section 4. The Authority hereby ratifies, confirms and approves all actions previously taken
by Corum, OI-CREG and Buffalo Ridge in connection with the formation of Buffalo Ridge and
the acquisition, ownership, construction, development, financing, operation and management of
the Project
[SIGNATURE PAGE FOLLOWS]
Res 20-03 Sale of Interest in Buffalo Ridge LLLP
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ADOPTED this 16th day of July 2020.
AVON HOUSING AUTHORITY
By: Attest:
Sarah Smith-Hymes, Chairper
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Brenda Torres, An