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HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 05/17/2022 - FIRST READING OF ORDINANCE NO. 062, 2022, AUTHORIZ Agenda Item 12 Item # 12 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Blaine Dunn, Accounting Director John Duval, Legal SUBJECT First Reading of Ordinance No. 062, 2022, Authorizing and Approving the Execution and Delivery by the City of One or More Amendments to 2019 Trust Indenture, Leases and Other Related Documents for the Issuance of 2022 Certificates of Participation for the Financing of Certain City Projects. EXECUTIVE SUMMARY The purpose of this item is to consider an Ordinance authorizi ng the amendment of certain 2019 lease documents and approval of other related documents for the issuance of certificates of participation (COPs), the funds from which will be used for the acquisition of the Hughes Stadium land, construction of the Southri dge golf course irrigation system improvements, construction of the Fleet shop expansion, and such additional projects as City Council may approve by resolution. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION Certificates of Participation Certificates of participation, or COPs, are a type of financing that is somewhat similar to a bond. The purchaser of a COP purchases a share of the revenues from a lease as distinguished from a bond purchaser receiving principal and interest payments under the bond. COPs are routinely used by Colorado governments as a method to finance various governmental projects. Lease financings are not subject to voter approval under the Colorado Taxpayer’s Bill of Ri ghts (TABOR) because the City’s obligations under the lease are subject to annual appropriation. In any year, the City can decide that it will not renew its lease. Since TABOR requires voter approval in advance only for multiple fiscal year financial obligations, no vote is required for a lease financing that is from year to year only. A COPs transaction can be structured in different ways, but the City’s most recent COPs transactions have been structured as a “lease-lease back”. Under this structure , the City leases its designated real property to a Bank/Trustee under a “Site Lease” and then leases that same property back under a “Lease.” The Trustee then sells the COPs to investors who purchase the right to receive the rental payments under the ann ually renewable Lease. The terms of the COPs are set forth in an Indenture of Trust that is executed by the Trustee. If the City chooses not to renew the Lease in any year, which it can do in its sole discretion without any penalty, the Lease terminates automatically and the Trustee will have the right to possession of the leased property under the Site Lease. The Trustee can then re -rent the leased property, or sell its leasehold interest, to generate revenues to repay the holders of the COPs. The City is not liable to repay the COP holders from any of its revenues; the COP holders must look solely to the leased property as their security. The Trustee cannot sell the leased property and Agenda Item 12 Item # 12 Page 2 the City retains fee simple title to the leased property. At the end of the Site Lease, the City will get back unencumbered title to the leased property. City’s 2019 COPs In March 2019, the City Council adopted Ordinance No. 021, 2019, approving the issuance of COPs to finance and fund a portion of the costs for the recent improvements to the I-25 and Prospect Road interchange and for the construction of the City’s Northern Colorado Law Enforcement Training Center jointly owned with the City of Loveland (2019 COPs). The 2019 COPs were issued under various leases and o ther agreements approved in Ordinance No. 021, 2019 (2019 Agreements). Payment of the 2019 COPs was secured under a lease -lease back method using the City’s office building at 215 N. Mason and its Civic Center Parking Garage as the collateral. Proposed COPs City staff is now seeking $16.5M in financing using COPs to be issued in two or more tranches with the first tranche issued in July 2022 (2022 COPs). The proceeds from these issuances will be used to fund the purchase of the Hughes Stadium land ($8.5M), construction of the Southridge golf course irrigation system improvements ($5.0M), construction of the Fleet shop expansion ($3.0M), and to fund any other projects City Council may subsequently approve by resolution. The proposed financing method for these projects is to amend the 2019 Agreements, which included a site lease for the City’s lease of its property to the trustee (2019 Site Lease) and the lease for the trustee’s lease back of the property to the City (2019 Lease). These amendments will all ow for the issuance of the proposed 2022 COPs. The City will continue to lease the building at 215 N. Mason and the Civic Center Parking Garage under the 2019 Lease, but more City property is needed as additional collateral under the 2019 Lease for the 2022 COPs and the rental payments due under the 2019 Lease will be increased. Concerning the additional collateral, the 2019 Agreements will be amended to grant the City Manager the authority, as needed, to add as leased property under the amended 2019 Lease all or portions of 960 acres of land that make up part of the City’s Coyote Ridge Natural Area and that are known as the McKee parcels (McKee Parcels). These McKee Parcels have been appraised at approximately $10 million. However, the 2019 Agreements will also be amended to allow the City, once it has purchased the Hughes Stadium land, to release the McKee Parcels as collateral and replace them with the Hughes Stadium land. The 2022 COPs will be issued as additional COPs under the amended 2019 Agreements, and a new rental schedule will be provided that includes the amortization schedule for the 2022 COPs. The 2019 COPs and the 2022 COPS will be equally secured by all the City’s real property under the 2019 Lease as amended by the 2022 amendments. The 2022 COPs will be sold by competitive sale to the best bidder. The City Manager and the Financial Officer will have the authority to determine the best bidder and finalize the terms of the sale subject to the parameters set in this Ordinance. The 2022 COPs will be sold pursuant to a Notice of Sale and a Preliminary Official Statement that sets forth the facts that are material to a potential investor. The following documents needed for these proposed amendments of the 2019 Agreements are attached: F irst Amendment to Site Lease, First Amendment to Lease Agreement, First Supplement to Indenture of Trust, Continuing Disclosure Certificate, Notice of Sale and Preliminary Official Statement. Hughes Stadium Land Purchase Per a voter-approved ballot measure in April 2021, the former Hughes Stadium site was rezoned as open lands, and the City was directed to make a good-faith effort to purchase the 165-acre site from CSU within two years at fair market value. The total estimated cost of the purchase is $12 .5M; out of which $4M will come from the City’s General Fund and Natural Area fund, and the remaining $8.5M will be secured through the 2022 COPs. Costs will be allocated proportionally to corresponding funds once land use is determined for the Agenda Item 12 Item # 12 Page 3 Hughes Stadium land. The 2021 Citizen Initiated Ordinance stated the City should acquire the land “using existing voter-approved open space sales tax revenue and other funds currently available to the City, financing agreements, grants, partnerships with other local governments, or other available fiscally responsible mechanisms”. By utilizing COPs (a type of financing agreement) and cash from the General Fund and Natural Areas Fund, the City is following the intention of the Ordinance as presented by citizens. Southridge Golf Irrigation System Project The project is to install a new irrigation system at Southridge golf course located at 5750 S . Lemay Ave. It is an 18-hole golf course situated on 128 acres in southeast Fort Collins, and it is operated and maintaine d by the City. The current irrigation system has exceeded its typical life expectancy and is experiencing losses of water, costly repairs, and high labor needs. A new system will produce significant savings through better water application efficiency and flexibility and reduced labor and repair costs. The total estimated cost of the project is $5.0M. In 2022, $1.2M was appropriated out of golf reserves to secure some of the key materials ahead of installation. The appropriation also covers contingency in case the system cost exceeds the current estimate. Payments paid with the 2022 appropriation will be reimbursed with the proceeds from the 2022 COPs and put back in golf reserves. Fleet Shop Expansion Project The Fleet Shop Expansion project is to provide two garage bays to maintain compressed natural gas (CNG) fueled fleet vehicles in compliance with City and State codes. A comprehensive facility audit conducted in 2018 determined the existing garage facility located at 835 Wood St. needed did not meet all applicable codes and standards. The expansion will also help meet the increasing demand for more maintenance workspace as the City’s vehicle fleet grows. The total estimated cost of the project will be $4.0M. Operation Services will pay $1.0M out of its reserves, which includes the $0.4M appropriated by Council in the 2022 budget for the design of new facility. The City is seeking $3.0M from the 2022 COPs financing for the remainder of the construction costs. Other Projects Approved by Council If for any reason the City is unable to purchase the Hughes Stadium land, the amendments to the 2019 Agreements will allow the City Council to authorize, by resolution, use of the 2022 COPs proceeds intended for that purchase to be used for other City capital projects. CITY FINANCIAL IMPACTS The City is seeking to borrow a total of $16.9M, $16.5M for the projects and $400k in closing costs, with the 2022 COPs. The 2022 COPs will have a fixed interest rate and a mixed repayment term of 10 years for the Hughes Stadium land purchase and 15 years for the other two identified projects. The longer term is incorporated in repayment to reduce annual debt service payment for both Golf and Operation Services and ease cash flow pressure. In addition, in order to allow flexib ility in the timing of the different projects to achieve the best available financing terms, the City will delegate to the City Manager to determine if the projects will be financed in whole or in part, at one time or at different times. The City will also delegate to the City Manager to determine if all or portions of McKee Parcels need to be added as collateral. The City will make semiannual payments starting in December 2022 with the last payment occurring in December 2037. The maximum annual debt service payment is $1,943,500, and the maximum total debt service payment is $23,692,410. BOARD / COMMISSION RECOMMENDATION The Council Finance Committee expressed its support for the proposed 2022 COPs at its April 7, 2022, meeting. Agenda Item 12 Item # 12 Page 4 ATTACHMENTS 1. First Amendment to Site Lease (as filed) (PDF) 2. First Amendment to Lease (as filed) (PDF) 3. Continuing Disclosure Certificate (as filed) (PDF) 4. First Supplemental Indenture (PDF) 5. Notice of Public Sale (as filed) (PDF) 6. Preliminary Official Statement (draft) (PDF) 7. Powerpoint Presentation (PDF) Butler Snow Draft: 5.2.2022 AFTER RECORDATION PLEASE RETURN TO: Butler Snow LLP 1801 California Street, Suite 5100 Denver, Colorado 80202 Attention: Dalton Kelley, Esq. FIRST AMENDMENT TO SITE AND IMPROVEMENT LEASE DATED ________ __, 2022 BETWEEN CITY OF FORT COLLINS, COLORADO, AS LESSOR AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE, AS LESSEE This First Amendment to Site and Improvement Lease amends and supplements the Site and Improvement Lease dated March 21, 2019 between the City of Fort Collins, Colorado, as lessor, and U.S. Bank National Association, solely in its capacity as Trustee under the Indenture, as lessee, and recorded in the real estate records of Larimer County, Colorado, on March 26, 2019, at Reception No. 20190014762. ATTACHMENT 1 1 This FIRST AMENDMENT TO SITE AND IMPROVEMENT LEASE, dated ________ __, 2022 (this “First Amendment to Site Lease”), is by and between the City of Fort Collins, Colorado, a home rule city duly organized and validly existing under the Constitution and laws of the State of Colorado (the “City”), as lessor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, Denver, Colorado, a national banking association duly organized and validly existing under the laws of the United States of America, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessee, and amends and supplements the Site and Improvement Lease dated March 21, 2019 (the “Original Site Lease” and together with this First Amendment to Site Lease, the “Site Lease”) between the City of Fort Collins, Colorado, as lessor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as Trustee under the Indenture, as lessee, and recorded in the real estate records of Larimer County, Colorado, on March 26, 2019, at Reception No. 20190014762. PREFACE Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Lease Purchase Agreement, dated March 21, 2019 (the “Original Lease”), between the Trustee, solely in its capacity as trustee under the Indenture, as lessor, and the City, as lessee, as amended by a First Amendment to Lease Purchase Agreement, dated _______ __, 2022 (the “First Amendment to Lease” and together with the Original Lease, the “Lease”) between the Trustee, as lessor, and the City, as lessee. RECITALS 1. The City has been duly organized and is validly existing as a home rule municipality and municipal corporation under the Constitution of the State of Colorado and the home rule charter of the City (the “Charter”). 2. The City is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter and part 8 of article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes. 3. The City Council of the City (the “City Council”) is authorized by Chapter 23, Article IV, Division 2 of the Fort Collins, Colorado, Municipal Code, to lease any and all interests in real property owned in the name of the City if the City Council first finds that the lease is in the best interest of the City. 4. The City and the Trustee previously entered into the Original Site Lease and the Original Lease to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado (collectively, the “2019 Project”). 5. The 2019 Leased Property under the Original Site Lease and the Original Lease consists of the 2019 Site owned in fee title by the City (which consists of two parcels) and the ATTACHMENT 1 2 buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage. 6. To finance the 2019 Project, the City leased the 2019 Leased Property to the Trustee pursuant to the Original Site Lease, and the Trustee leased back the 2019 Leased Property to the City pursuant to the Original Lease. 7. In connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered an Indenture of Trust, dated March 21, 2019 (the “Original Indenture”) pursuant to which there were executed and delivered certain certificates of participation (the “2019 Certificates”) dated as of their date of delivery that evidence certain proportionate interests in the right to receive certain Revenues under the Original Lease. 8. The net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project. 9. The City Council has determined that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”). 10. To provide for the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that it is in the best interest of the City and its inhabitants to enter into the First Amendment to Site Lease and the First Amendment to Lease. 11. To effectuate the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that [[one or two] parcel[s] of real property consisting of approximately [640 or 320] acres] owned by the City located in the Coyote Ridge Natural Area that is known as [the [or] one of the] McKee Strips that presently serve as open space (collectively, the “2022 Site”) and any buildings and improvements located thereon (as more particularly described in Exhibit A attached to the First Amendment to Lease, the “2022 Leased Property”) shall be added to the Leased Property under the Site Lease and the Lease. 12. Contemporaneously with the execution and delivery of the First Amendment to Site Lease and the First Amendment to Lease, the Trustee will execute and deliver a First Supplement to Indenture of Trust (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”) pursuant to which there will be executed and delivered certain Certificates of Participation, Series 2022 (the “2022 Certificates”) that will be Additional Certificates under the Indenture. ATTACHMENT 1 3 13. The Original Indenture provides that Additional Certificates may be executed and delivered without the consent of or notice to the Owners of the Outstanding Certificates to provide moneys to pay, among other things, the costs of acquiring, constructing, improving, installing, and equipping any additional improvements or capital projects for the City, and costs reasonably related thereto. 14. The 2022 Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. 15. The net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will finance the acquisition, construction and installation of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and pay the costs of issuance in connection therewith. 16. The Trustee is executing this First Amendment to Site Lease solely in its capacity as trustee under the Indenture, and subject to the terms, conditions and protections provided for in the Site Lease. 17. The Original Site Lease provides that it may only be amended, changed, modified, or altered with the prior written consent of the City and the Trustee and in accordance with the provisions of the Original Indenture. 18. The Original Indenture provides that the City and the Trustee shall have the right to amend the Original Site Lease, without the consent of or notice to the owners of the Certificates to, among other matters, make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Original Indenture. 19. The City and the Trustee desire to amend and supplement the Original Site Lease in accordance with the terms and provisions of this First Amendment to Site Lease in connection with the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and the execution and delivery of the 2022 Certificates as Additional Certificates under the Original Indenture. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1. First Amendment Definitions. For all purposes of the Original Site Lease and this First Amendment to Site Lease, the following terms, except where the context requires otherwise, shall have the meanings set forth below. In the event that a contrary ATTACHMENT 1 4 definition is set forth in the Original Lease or the Original Site Lease, the definition set forth below shall amend and supersede the definition in the Original Lease or the Original Site Lease. “2019 Certificates” means the Certificates of Participation, Series 2019, executed and delivered pursuant to the Original Indenture, the net proceeds of which financed the 2019 Project. “2019 Leased Property” means the 2019 Site and the premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Original Lease, and Exhibit A to this First Amendment to Site Lease. “2019 Project” means, collectively, that portion of the costs of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado, that was financed with the net proceeds of the 2019 Certificates. “2019 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the Original Site Lease and subleased by the Trustee to the City under the Original Lease, the legal description of which is set forth in Exhibit A to the Original Lease, and Exhibit A to this First Amendment to Site Lease. “2022 Certificates” means the Certificates of Participation, Series 2022, executed and delivered pursuant to the First Supplemental Indenture, the net proceeds of which will be used to finance [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “2022 Leased Property” means the 2022 Site and any premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the First Amendment to Lease and Exhibit A to this First Amendment to Site Lease, together with any and all additions and modifications thereto and replacements thereof. “2022 Project” means, collectively, (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council. “2022 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the First Amendment to Site Lease and subleased by the Trustee to the City under the First Amendment to Lease, the legal description of which is set forth in Exhibit A to the First Amendment to Site ATTACHMENT 1 5 Lease and the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof. “Certificates” means, collectively, the 2019 Certificates, the 2022 Certificates and any Additional Certificates executed and delivered pursuant to the terms of the Indenture, if any. “First Amendment to Lease” means the First Amendment to Lease Purchase Agreement, dated ______ __, 2022, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “First Amendment to Site Lease” means the First Amendment to Site and Improvement Lease, dated _______ __, 2022, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “First Supplemental Indenture” means the First Supplement to Indenture of Trust dated as of _______ __, 2022, executed by the Trustee. “Golf Course Improvements” means the acquisition and installation of certain irrigation improvements for Southridge Golf Course [which will be financed with the net proceeds of the 2022 Certificates]. “Hughes Stadium Acquisition” means the acquisition of the real property on which the Hughes Stadium previously existed [which will be financed with the net proceeds of the 2022 Certificates]. [“Hughes Stadium Site” means the real property being acquired by the City as part of the 2022 Project, which previously served as the site for the Hughes Stadium, the legal description of which is set forth in Exhibit F attached to the First Amendment to Lease.] “Indenture” means the Original Indenture, as amended and supplemented by the First Supplemental Indenture. “Lease” means the Original Lease, as amended by the First Amendment to Lease. “Leased Property” means, collectively, the 2019 Leased Property and the 2022 Leased Property, as more particularly described in Exhibit A to the First Amendment to Lease and Exhibit A to this First Amendment to Site Lease, together with any and all additions and modifications thereto and replacements thereof, and any New Facility. “Maintenance Facility” means construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City [which will be financed with the net proceeds of the 2022 Certificates]. “Original Indenture” means the Indenture of Trust dated March 21, 2019, executed by the Trustee. ATTACHMENT 1 6 “Original Lease” means the Lease Purchase Agreement, dated March 21, 2019, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “Original Site Lease” means the Site and Improvement Lease, dated March 21, 2019, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “Project” means, collectively, the 2019 Project and [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “Site” means, collectively, the 2019 Site and the 2022 Site. “Site Lease” means the Original Site Lease, as amended by the First Amendment to Site Lease. Section 2. Site Lease and Terms. On the terms and conditions set forth in the Original Site Lease, as amended by this First Amendment to Site Lease, the City (a) hereby continues to demise and lease to the Trustee and the Trustee hereby continues to lease from the City the 2019 Leased Property, and (b) hereby demises and leases to the Trustee and the Trustee hereby leases from the City, the 2022 Leased Property, as further described in Exhibit A hereto attached hereto and by this reference made a part hereof, subject to Permitted Encumbrances as described in Exhibit B hereto. Exhibit A and Exhibit B to the Original Site Lease are hereby replaced by Exhibit A and Exhibit B to this First Amendment to Site Lease. The term of the Site Lease shall be as set forth in the Original Site Lease. Section 3. Rental. In connection with the execution and delivery of the Original Site Lease, the Trustee paid to the City and the City acknowledged receipt from the Trustee as and for rental due under the Original Site Lease, paid in advance, the sum of $25,524,699.61, as and for all rent due under the Original Site Lease. In connection with the execution and delivery of this First Amendment to Site Lease, the Trustee has paid to the City, and the City hereby acknowledges receipt from the Trustee, of an additional sum of $__________, as and for all additional rent due under this First Amendment to Site Lease. The increase in the rental amount paid by the Trustee in connection with the execution and delivery of this First Amendment to Site Lease is in consideration of adding the 2022 Leased Property as Leased Property under the Site Lease and the Lease. The City hereby determines that the original amount received from the Trustee in connection with the execution and delivery of the Original Site Lease, together with the amount received from the Trustee in connection with the execution and delivery of this First Amendment to Site Lease, is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the Site Lease. Section 4. Purpose. The Trustee shall use the Leased Property solely for the purpose of leasing the Leased Property back to the City pursuant to the Lease and for such purposes as may be incidental thereto; provided, that upon the occurrence of an Event of Nonappropriation or ATTACHMENT 1 7 an Event of Lease Default and the termination of the Lease, the City shall vacate the Leased Property, as provided in the Lease, and the Trustee may exercise the remedies provided in this Site Lease, the Lease and the Indenture. Section 5. Owner in Fee. The City represents that it is the owner in fee of the Leased Property, subject only to Permitted Encumbrances as described in Exhibit B hereto. Section 6. Trustee’s Disclaimer. It is expressly understood and agreed that (a) this First Amendment to Site Lease is executed by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association solely in its capacity as Trustee under the Indenture, and (b) nothing herein shall be construed as creating any liability on U.S. Bank Trust Company, National Association other than in its capacity as Trustee under the Indenture. All financial obligations of the Trustee under the Site Lease, as amended by this First Amendment to Site Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. Section 7. Third Party Beneficiaries. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to the Site Lease and enforcement of the terms and conditions of the Site Lease, and all rights of action relating to such enforcement, shall be strictly reserved to the City, as lessor, and the Trustee, as lessee, and their respective successors and assigns, and to the Owners of the Certificates. Except as hereinafter provided, nothing contained in the Site Lease shall give or allow any such claim or right of action by any other or third person on the Site Lease. It is the express intention of the City and the Trustee that any person other than the City, the Trustee, or the Owners of the Certificates receiving services or benefits under this Site Lease shall be deemed to be an incidental beneficiary only. Section 8. Partial Invalidity. If any one or more of the terms, provisions, covenants, or conditions of the Site Lease, as amended by this First Amendment to Site Lease, shall to any extent be declared invalid, unenforceable, void, or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants, and conditions of the Site Lease, as amended by this First Amendment to Site Lease, shall be affected thereby, and each provision of the Site Lease shall be valid and enforceable to the fullest extent permitted by law. Section 9. No Merger. The City and the Trustee intend that the legal doctrine of merger shall have no application to the Site Lease and that neither the execution and delivery of the Lease by the Trustee and the City nor the exercise of any remedies under the Site Lease or the Lease shall operate to terminate or extinguish the Site Lease or the Lease, except as specifically provided herein and therein. Section 10. Recitals. The Recitals set forth in this First Amendment to Site Lease are hereby incorporated by this reference and made a part of the Site Lease. Section 11. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of the Site Lease. ATTACHMENT 1 8 Section 12. Execution. This First Amendment to Site Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument. Section 13. Governing Law. The Site Lease shall be governed by and construed in accordance with the law of the State of Colorado without regard to choice of law analysis. Section 14. Electronic Storage and Execution. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Without limiting the foregoing, the parties agree that any individual or individuals who are authorized to execute or consent to this First Amendment to Site Lease on behalf of the City or the Trustee are hereby authorized to execute the same electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this First Amendment to Site Lease or any supplement or consent relating thereto shall carry the full legal force and effect of any original, handwritten signature. Section 15. No Waiver of Governmental Immunity. Notwithstanding any other provisions of the Site Lease to the contrary, no term or condition of the Site Lease shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, limitations to liability or other provisions of the Colorado Governmental Immunity Act, Section 24-10-101, et. seq., C.R.S., as now or hereafter amended, or under any other law. Section 16. Annual Appropriation. Consistent with Article X, §20 of the Colorado Constitution, any financial obligation of the City under the Site Lease shall be from year to year only, shall be subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt, or liability beyond the current fiscal year. To the extent that any of the City's obligations under the Site Lease are deemed to constitute a multiple fiscal-year financial obligation, the City’s performance will be conditioned upon annual appropriation by the City Council, in its sole discretion. Section 17. First Amendment to Site Lease. This First Amendment to Site Lease amends and supplements the Original Site Lease and is entered into in accordance with the provisions of the Original Site Lease and the Original Indenture. This First Amendment to Site Lease shall hereafter form a part of the Site Lease and all the terms and conditions contained herein shall be deemed to be part of the Site Lease for any and all purposes. Except as expressly amended by this First Amendment to Site Lease, the Original Site Lease shall remain as originally stated and is hereby ratified, approved and confirmed. [The remainder of this page intentionally left blank.] ATTACHMENT 1 9 IN WITNESS WHEREOF, the City and the Trustee have caused this First Amendment to Site Lease to Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF FORT COLLINS, COLORADO, as Lessor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as Trustee under the Indenture, as Lessee By: By: Mayor Authorized Officer [SEAL] ATTEST: ____________________________________ City Clerk ATTACHMENT 1 10 STATE OF COLORADO ) ) CITY OF FORT COLLINS ) ss. ) COUNTY OF LARIMER ) The foregoing instrument was acknowledged before me this ___ day of ______, 2022, by Jeni Arndt, as Mayor of the City of Fort Collins, Colorado. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public ATTACHMENT 1 11 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this _____ day of ________, 2022, by Jennifer Petruno, as Vice President of U.S. Bank Trust Company, National Association, as Trustee. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public ATTACHMENT 1 A-1 EXHIBIT A DESCRIPTION OF THE LEASED PROPERTY: The Leased Property consists of the 2019 Leased Property and the 2022 Leased Property, as set forth below. The Leased Property includes the 2019 Site and the 2022 Site, and any buildings and improvements located thereon and as set forth below, as amended from time to time. 2019 LEASED PROPERTY 2019 Site. The 2019 Site consists of Parcels I and II: PARCEL I: (CIVIC CENTER) LOTS 1 AND 2, BLOCK 1, CIVIC CENTER OFFICE BUILDING, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO, TOGETHER WITH THE NORTH 50.0 FEET OF VACATED LAPORTE AVENUE PARCEL II (CIVIC CENTER PARKING GARAGE) TRACT A AND TRACT B, OF A FINAL PLAT OF A REPLAT OF LOTS 24-39, BLOCK 21, OF THE TOWN MAP OF THE TOWN OF FORT COLLINS, CITY OF FORT COLLINS, LARIMER COUNTY COLORADO, EXCEPT THAT PORTION PLATTED AS CIVIC CENTER VILLAGE CONDOMINIUMS, RECORDED JANUARY 30, 2008 AT RECEPTION NO. 20080006230. Description of buildings and improvements located on 2019 Site: The Civic Center Office building is a 71,515 square foot office building located on Parcel I. The Civic Center Parking Garage is a 305,572 square foot parking garage located on Parcel II. Approximately 15,629 net square feet of retail space in the parking garage, which fronts North Mason Street, is not included within Parcel II. The parking garage contains 905 parking spaces. 2022 LEASED PROPERTY 2022 Site: The 2022 Site consists of the following parcel[s]: [Parcel 1 All of Section 22, Township 6 North, Range 69 West of the 6th P.M., Larimer ATTACHMENT 1 A-2 County, Colorado, EXCEPT portion conveyed by Warranty Deed recorded February 25, 1971 in Book 1493 at Page 667; and further EXCEPT that portion conveyed in Quit Claim Deed recorded March 8, 1962 in Book 1166 at Page 256, and Deed of Dedication for public highway recorded August 22, 1990 under Reception No. 90037644, County of Larimer, State of Colorado. as known by street and number as: 22-6-69, Fort Collins, Colorado 80526] [Parcel 2 The North Half (Nl/2) of Section 27, Township 6 North, Range 69 West of the 6th P. M., County of Larimer, State of Colorado, EXCEPT those portions contained in Deeds recorded as Reception No. 90031185 and in Book 1493 at Page 667 also known by street and number as N/2 27-6-69, LOVELAND, COLORADO] ATTACHMENT 1 B-1 EXHIBIT B PERMITTED ENCUMBRANCES “Permitted Encumbrances” with respect to the Leased Property means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) this Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions, and exceptions which the City Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in the Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 of the Lease; (e) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2019 Leased Property was subject when leased to the Trustee pursuant to the Original Site Lease or that were recorded after the execution and delivery of the Original Site Lease, as permitted thereby, as shown below, and (f) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2022 Leased Property was subject when leased to the Trustee pursuant to the First Amendment to Site Lease, as shown below. Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall also include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site. The easements, covenants, restrictions, liens, and encumbrances which have been recorded against the Leased Property as of the date hereof, and that are Permitted Encumbrances under the Site Lease and the Lease, are as follows: 2019 LEASED PROPERTY EXCEPTIONS 1 - 2 AFFECT PARCEL I 1. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF CIVIC CENTER OFFICE BUILDING RECORDED JUNE 15, 2000 UNDER RECEPTION NO. 39920. 2. MATTERS AS SET FORTH ON SURVEY RECORDED MARCH 1, 2013 AT RECEPTION NO. 20130016329. EXCEPTIONS 3 - 5 AFFECT PARCEL II 3. TERMS, CONDITIONS AND PROVISIONS OF RECIPROCAL EASEMENT AND PARTY WALL AGREEMENT RECORDED OCTOBER 23, 1998 AT RECEPTION NO. 98092436 AND AMENDED JANUARY 11, 2001 AT RECEPTION NO. 2001002570. ATTACHMENT 1 B-2 4. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF PLAT OF A FINAL PLAT OF A REPLAT OF LOTS 24 THROUGH 39, BLOCK 21, OF THE MAP OF THE TOWN OF FORT COLLINS, COLORADO RECORDED MARCH 31, 1999 UNDER RECEPTION NO. 990027014. 5. TERMS, CONDITIONS, STIPULATIONS, OBLIGATIONS AND PROVISIONS OF PARKING STRUCTURE LICENSE AGREEMENT BETWEEN THE CITY OF FORT COLLINS, COLORADO AND COUNTY OF LARIMER, COLORADO, RECORDED AUGUST 24, 1998, UNDER RECEPTION NO. 98072521. EXCEPTION 6 AFFECTS PARCELS I & II 6. RIGHT OF THE PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM, SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES HEREBY GRANTED, AND A RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES, AS RESERVED IN UNITED STATES PATENT RECORDED MAY 29, 1888 IN BOOK 32 AT PAGE 465. 2022 LEASED PROPERTY (include exceptions) ATTACHMENT 1 Butler Snow Draft: 5.2.2022 AFTER RECORDATION PLEASE RETURN TO: Butler Snow LLP 1801 California Street, Suite 5100 Denver, Colorado 80202 Attention: Dalton Kelley FIRST AMENDMENT TO LEASE PURCHASE AGREEMENT DATED __________ __, 2022 BETWEEN U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE IDENTIFIED HEREIN, AS LESSOR AND CITY OF FORT COLLINS, COLORADO, AS LESSEE This First Amendment to Lease Purchase Agreement amends and supplements the Lease Purchase Agreement dated March 21, 2019 between U.S. Bank National Association, solely in its capacity as Trustee under the Indenture, as lessor, and the City of Fort Collins, Colorado, as lessee, and recorded in the real estate records of Larimer County, Colorado, on March 26, 2019, at Reception No. 20190014763. ATTACHMENT 2 This Table of Contents is not a part of this First Amendment to Lease and is only for convenience of reference. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND APPLICABILITY .................................................................. 4 Section 1.1 First Amendment Definitions. ............................................................................ 4 Section 1.2 First Amendment to Lease. ................................................................................. 6 ARTICLE 2 REPRESENTATIONS, COVENANTS AND WARRANTIES ............................... 7 Section 2.1 Representations, Covenants and Warranties of the City. .................................... 7 Section 2.2 Representations, Covenants and Warranties of the Trustee. ............................... 8 ARTICLE 3 SUPPLEMENTAL PROVISIONS ............................................................................ 8 Section 3.1 Certificates. ......................................................................................................... 8 Section 3.2 City Consent to First Supplemental Indenture and Acknowledgement of 2022 Certificates. ......................................................................................................... 9 ARTICLE 4 OTHER AMENDMENTS TO THE LEASE............................................................. 9 Section 4.1 Substitution of Leased Property. ......................................................................... 9 Section 4.2 Tax Covenants. ................................................................................................... 9 Section 4.3 Continuing Disclosure. ..................................................................................... 10 Section 4.4 Amendment to Exhibit A – Description of Leased Property. ........................... 10 Section 4.5 Amendment to Exhibit B – Permitted Encumbrances. ..................................... 11 Section 4.6 Amendment to Exhibit C – Base Rental Schedule. .......................................... 11 Section 4.7 Amendment to Exhibit E – Release and Amortization Schedule. .................... 11 Section 4.8 Addition of Exhibit F – Legal Description of Hughes Stadium Site ................ 11 ARTICLE 5 MISCELLANEOUS ................................................................................................ 12 Section 5.1 Execution in Counterparts................................................................................. 12 Section 5.2 Applicable Law. ................................................................................................ 12 Section 5.3 Recitals. ............................................................................................................. 12 Section 5.4 Captions. ........................................................................................................... 12 Section 5.5 Trustee’s Disclaimer. ........................................................................................ 12 Section 5.6 Electronic Transactions. .................................................................................... 12 EXHIBIT A REVISED DESCRIPTION OF LEASED PROPERTY EXHIBIT B: PERMITTED ENCUMBRANCES EXHIBIT C: RECALCULATED BASE RENTALS SCHEDULE EXHIBIT E: REVISED AMORTIZATION AND RELEASE SCHEDULE [EXHIBIT F: LEGAL DESCRIPTION OF HUGHES STADIUM SITE] ATTACHMENT 2 This FIRST AMENDMENT TO LEASE PURCHASE AGREEMENT, dated __________ __, 2022 (this “First Amendment to Lease”), is by and between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, Denver, Colorado, a national banking association duly organized and validly existing under the laws of the United States of America, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessor, and the City of Fort Collins, Colorado, a home rule city duly organized and validly existing under the Constitution and laws of the State of Colorado (the “City”), as lessee, and amends and supplements the Lease Purchase Agreement dated March 21, 2019 (the “Original Lease” and together with this First Amendment to Lease, the “Lease”) between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as Trustee under the Indenture, as lessor, and the City of Fort Collins, Colorado, as lessee, and recorded in the real estate records of Larimer County, Colorado, on March 26, 2019, at Reception No. 20190014763. PREFACE Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Original Lease. RECITALS 1. The City has been duly organized and is validly existing as a home rule municipality and municipal corporation under the Constitution of the State of Colorado and the home rule charter of the City (the “Charter”). 2. The City is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter and part 8 of article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes. 3. The City Council of the City (the “City Council”) is authorized by Chapter 23, Article IV, Division 2 of the Fort Collins, Colorado, Municipal Code, to lease any and all interests in real property owned in the name of the City if the City Council first finds that the lease is in the best interest of the City. 4. The City and the Trustee previously entered into the Original Site Lease (as hereinafter defined) and the Original Lease to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado (collectively, the “2019 Project”). 5. The 2019 Leased Property under the Original Site Lease and the Original Lease consists of the 2019 Site owned in fee title by the City (which consists of two parcels) and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage. ATTACHMENT 2 6. To finance the 2019 Project, the City leased the 2019 Leased Property to the Trustee pursuant to the Original Site Lease, and the Trustee leased back the 2019 Leased Property to the City pursuant to the Original Lease. 7. In connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered an Indenture of Trust, dated March 21, 2019 (the “Original Indenture”) pursuant to which there were executed and delivered certain certificates of participation (the “2019 Certificates”) dated as of their date of delivery that evidence certain proportionate interests in the right to receive certain Revenues under the Original Lease. 8. The net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project. 9. The City Council has determined that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”). 10. To provide for the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that it is in the best interest of the City and its inhabitants to enter into the First Amendment to Site Lease and the First Amendment to Lease. 11. To effectuate the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that [[one or two] parcel[s] of real property consisting of approximately [640 or 320] acres] owned by the City located in the Coyote Ridge Natural Area that is known as [the [or] one of the] McKee Strips that presently serve as open space (collectively, the “2022 Site”) and any buildings and improvements located thereon (as more particularly described in Exhibit A attached to this First Amendment to Site Lease, the “2022 Leased Property”) shall be added to the Leased Property under the Site Lease and the Lease. 12. Contemporaneously with the execution and delivery of the First Amendment to Site Lease and the First Amendment to Lease, the Trustee will execute and deliver a First Supplement to Indenture of Trust (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”) pursuant to which there will be executed and delivered certain Certificates of Participation, Series 2022 (the “2022 Certificates”) that will be Additional Certificates under the Indenture. 13. The Original Indenture provides that Additional Certificates may be executed and delivered without the consent of or notice to the Owners of the Outstanding Certificates to provide moneys to pay, among other things, the costs of acquiring, constructing, improving, ATTACHMENT 2 installing, and equipping any additional improvements or capital projects for the City, and costs reasonably related thereto. 14. The 2022 Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. 15. The net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will finance the acquisition, construction and installation of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and pay the costs of issuance in connection therewith 16. Payment by the City of Base Rentals and Additional Rentals hereunder in any future Fiscal Year is subject to specific Appropriations and the renewal by the City Council of this Lease for such future Fiscal Year. The Base Rentals and Additional Rentals payable by the City under the Lease (as amended by this First Amendment to Lease) shall constitute current expenditures of the City. 17. Neither the Lease nor the payment by the City of Base Rentals or Additional Rentals hereunder shall be deemed or construed as creating an indebtedness of the City within the meaning of any provision of the Colorado Constitution, the Charter, or the laws of the State of Colorado concerning or limiting the creation of indebtedness by the City, and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation of the City within the meaning of Article X, Section 20(4) of the Colorado Constitution or a mandatory charge or requirement against the City in any ensuing Fiscal Year beyond the then current Fiscal Year. The obligation of the City to pay Base Rentals and Additional Rentals hereunder shall be from year to year only, shall constitute currently budgeted expenditures of the City, shall not constitute a mandatory charge or requirement in any ensuing budget year, nor a mandatory payment obligation of the City in any ensuing Fiscal Year beyond any Fiscal Year during which the Lease shall be in effect. In the event that the Lease is not renewed, the sole security available to the Trustee, as lessor hereunder, shall be the Leased Property (including the 2022 Leased Property). 18. The Trustee is executing this First Amendment to Lease solely in its capacity as trustee under the Indenture, and subject to the terms, conditions and protections provided for in the Lease. 19. The Original Lease provides that it may only be amended, changed, modified, or altered as provided in the Original Indenture. 20. The Original Indenture provides that the City and the Trustee shall have the right to amend the Original Lease, without the consent of or notice to the owners of the Certificates to, ATTACHMENT 2 among other matters, make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Original Indenture. 21. The City and the Trustee desire to amend and supplement the Original Lease in accordance with the terms and provisions of this First Amendment to Lease in connection with the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and the execution and delivery of the 2022 Certificates as Additional Certificates under the Original Indenture. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the Trustee and the City agree as follows: ARTICLE 1 DEFINITIONS AND APPLICABILITY Section 1.1 First Amendment Definitions. For all purposes of the Lease and this First Amendment to Lease, the following terms, except where the context requires otherwise, shall have the meanings set forth below. In the event that a contrary definition is set forth in the Original Lease, the definition set forth below shall amend and supersede the definition in the Original Lease. “2019 Certificates” means the Certificates of Participation, Series 2019, executed and delivered pursuant to the Original Indenture, the net proceeds of which financed the 2019 Project. “2019 Leased Property” means the 2019 Site and the premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Original Lease. “2019 Project” means, collectively, that portion of the costs of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado, that was financed with the net proceeds of the 2019 Certificates. “2019 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the Original Site Lease and subleased by the Trustee to the City under the Original Lease, the legal description of which is set forth in Exhibit A to the Original Lease. “2022 Certificates” means the Certificates of Participation, Series 2022, executed and delivered pursuant to the First Supplemental Indenture, the net proceeds of which will be used to finance [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “2022 Continuing Disclosure Certificate” means the Continuing Disclosure Certificate executed by the City which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by ATTACHMENT 2 the Securities and Exchange Commission, and that will be executed and delivered in connection with the 2022 Certificates. “2022 Costs of Execution and Delivery Fund” means the 2022 Costs of Execution and Delivery Fund created in the First Supplemental Indenture. “2022 Leased Property” means the 2022 Site and any premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof. “2022 Project” means, collectively, a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council. “2022 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the First Amendment to Site Lease and subleased by the Trustee to the City under the First Amendment to Lease, the legal description of which is set forth in Exhibit A to the First Amendment to Site Lease and the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof. “2022 Tax Certificate” means the Tax Compliance Certificate entered into by the City with respect to the First Amendment to Lease and the execution and delivery of the 2022 Certificates. “Certificates” means, collectively, the 2019 Certificates, the 2022 Certificates and any Additional Certificates executed and delivered pursuant to the terms of the Indenture, if any. “First Amendment to Lease” means this First Amendment to Lease Purchase Agreement, dated ______ __, 2022, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “First Amendment to Site Lease” means the First Amendment to Site and Improvement Lease, dated _______ __, 2022, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “First Supplemental Indenture” means the First Supplement to Indenture of Trust dated as of _______ __, 2022, executed by the Trustee. “Golf Course Improvements” means the acquisition and installation of certain irrigation improvements for Southridge Golf Course [which will be financed with the net proceeds of the 2022 Certificates]. ATTACHMENT 2 “Hughes Stadium Acquisition” means the acquisition of the real property on which the Hughes Stadium previously existed [which will be financed with the net proceeds of the 2022 Certificates]. [“Hughes Stadium Site” means the real property being acquired by the City as part of the 2022 Project, which previously served as the site for the Hughes Stadium, the legal description of which is set forth in Exhibit F attached hereto and by this reference made a part hereof.] “Indenture” means the Original Indenture, as amended and supplemented by the First Supplemental Indenture. “Lease” means the Original Lease, as amended by the First Amendment to Lease. “Leased Property” means, collectively, the 2019 Leased Property and the 2022 Leased Property, as more particularly described in Exhibit A to the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof, and any New Facility. “Maintenance Facility” means construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City [which will be financed with the net proceeds of the 2022 Certificates]. “Original Indenture” means the Indenture of Trust dated March 21, 2019, executed by the Trustee. “Original Lease” means the Lease Purchase Agreement, dated March 21, 2019, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “Original Site Lease” means the Site and Improvement Lease, dated March 21, 2019, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “Permitted Encumbrances” with respect to the Leased Property means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) the Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions, and exceptions which the City Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in the Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 of the Lease; (e) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2019 Leased Property was subject when leased to the Trustee pursuant to the Original Site Lease or that were recorded after the execution and delivery of the Original Site Lease, as permitted thereby, as shown on Exhibit B attached hereto and by this reference made a part hereof, and (f) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2022 Leased Property was subject when leased to the Trustee pursuant to the First Amendment to Site Lease, as shown on ATTACHMENT 2 Exhibit B attached hereto and by this reference made a part hereof. [Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall also include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site.] “Project” means, collectively, the 2019 Project and [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “Site” means, collectively, the 2019 Site and the 2022 Site. “Site Lease” means the Original Site Lease, as amended by the First Amendment to Site Lease. “Trustee” means U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, acting in the capacity of trustee pursuant to the Indenture, and any successor thereto appointed under the Indenture. Section 1.2 First Amendment to Lease. This First Amendment to Lease amends and supplements the Original Lease, and is entered into in accordance with the provisions of the Original Lease and the Indenture. This First Amendment to Lease shall hereafter form a part of the Lease and all the terms and conditions contained herein shall be deemed to be part of the Lease for any and all purposes. Except as expressly amended by this First Amendment to Lease, the Original Lease shall remain as originally stated and is hereby ratified, approved and confirmed. ARTICLE 2 REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1 Representations, Covenants and Warranties of the City. The City represents and covenants to the Trustee and the Certificate Owners, to the extent allowed by law and subject to renewal of the Lease and Appropriation as set forth in Article 6 of the Original Lease, as follows: (a) As of the date hereof, the Lease Term remains in effect. (b) No Event of Nonappropriation or Event of Lease Default has occurred and is continuing under the Lease. (c) Each of the City’s representations, covenants and warranties set forth in Section 2.1 of the Original Lease remains true and correct as of the date hereof. (d) The City is authorized to enter into the transactions contemplated by the Site Lease and Lease, including this First Amendment to Lease, and to carry out its obligations under the Site Lease and Lease. The City has duly authorized and approved ATTACHMENT 2 the execution and delivery of the First Amendment to Site Lease and this First Amendment to Lease. (e) The City covenants that the proceeds of the 2022 Certificates will be used to finance the acquisition, construction and installation of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and to pay the costs of execution and delivery of the 2022 Certificates. (f) The financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], under the terms and conditions provided for in the Site Lease and in the Lease, as amended by this First Amendment to Lease, is necessary, convenient and in furtherance of the City’s governmental or proprietary purposes, and is in the best interests of the City and its inhabitants. (g) Neither the execution and delivery of the First Amendment to Site Lease or this First Amendment to Lease, nor the fulfillment of or compliance with the terms and conditions of the Site Lease or the Lease, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment, or administrative order applicable to the City, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the City, except for Permitted Encumbrances. (h) There is no litigation or proceeding pending against the City affecting the right of the City to execute the First Amendment to Site Lease or this First Amendment to Lease, or the ability of the City to acquire, construct or install [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], or the ability of the City to make the payments required under the Lease, as amended hereby, or to otherwise comply with the obligations contained in the Site Lease or the Lease, as amended hereby, or which, if adversely determined, would, in the aggregate or in any case, materially adversely affect the property, assets, financial condition or business of the City or materially impair the right or ability of the City to carry on its operations substantially as now conducted or anticipated to be conducted in the future. (i) The City covenants and agrees to comply with any applicable covenants and requirements of the City set forth in the 2022 Tax Certificate. Section 2.2 Representations, Covenants and Warranties of the Trustee. The Trustee represents, covenants and warrants for the benefit of the City and the Certificate Owners, as follows: (a) No Event of Nonappropriation or Event of Lease Default has occurred and is continuing under the Lease. ATTACHMENT 2 (b) No Event of Indenture Default has occurred and is continuing under the Indenture. (c) Each of the Trustee’s representations, covenants and warranties set forth in Section 2.2 of the Original Lease remains true and correct as of the date hereof. (d) The Trustee has duly authorized the execution and delivery of the First Amendment to Site Lease, this First Amendment to Lease and the First Supplemental Indenture. (e) Neither the execution and delivery of the Lease, the Site Lease or the Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms, conditions, and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing. (f) To the Trustee’s knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute the Lease, the Site Lease, or the Indenture, and perform its respective obligations thereunder. ARTICLE 3 SUPPLEMENTAL PROVISIONS Section 3.1 Certificates. For purposes of the Lease and the Indenture, the term “Certificates” shall mean and include: (a) the 2022 Certificates being executed and delivered pursuant to the First Supplemental Indenture, (b) the Outstanding 2019 Certificates, and (c) any other Additional Certificates hereafter executed and delivered in accordance with the terms and provisions of the Indenture. Section 3.2 City Consent to First Supplemental Indenture and Acknowledgement of 2022 Certificates. The City consents to the provisions of the First Supplemental Indenture. The City acknowledges and consents to the execution, sale and delivery of the 2022 Certificates pursuant to the First Supplemental Indenture and acknowledges and approves the form of the 2022 Certificates contained in the First Supplemental Indenture. ARTICLE 4 OTHER AMENDMENTS TO THE LEASE Section 4.1 [Substitution of Leased Property. “Notwithstanding the foregoing or any other provisions to the contrary in this Lease, the Site Lease or the Indenture, after the acquisition of fee simple title of the Hughes Stadium Site by the City, the City shall have the right to substitute the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease upon receipt by the Trustee of a written request of the City Representative requesting such substitution. Upon a determination by the City to substitute the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, the City and the Trustee shall execute all ATTACHMENT 2 documents and take all actions necessary to substitute the Hughes Stadium Site for the 2022 Site under the Site Lease and this Lease and shall release the then- existing 2022 Site from the provisions of the Site Lease and this Lease. In connection with the substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and this Lease pursuant to this paragraph, the City shall not be required to comply with Sections 11.4(a) and 11.4(b) of the preceding paragraph, but shall be required to provide the Trustee with a Leasehold Owner’s title insurance policy, or an endorsement to the existing policy, insuring the Trustee’s leasehold estate under the Site Lease (including the Hughes Stadium Site), subject only to Permitted Encumbrances, with such policy or endorsement to be in an amount not less than the aggregate principal amount of the then outstanding Certificates (as of the date of such substitution) or such lesser amount as shall be the maximum insurable value of the Leased Property. Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site.] Section 4.2 Tax Covenants.Section 11.5 of the Lease is hereby amended by adding the following paragraphs at the end thereof: “The City covenants for the benefit of the Owners of the 2022 Certificates that it will not take any action or omit to take any action with respect to the 2022 Certificates, the proceeds thereof, any other funds of the City, or any facilities financed with the proceeds of the 2022 Certificates (except for the possible exercise of the City’s right to terminate the Lease as provided herein) if such action or omission (i) would cause the interest on the 2022 Certificates to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, or (ii) would cause interest on the 2022 Certificates to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause interest on the 2022 Certificates to lose its exclusion from Colorado taxable income or to lose its exclusion from Colorado alternative minimum taxable income under present Colorado law. Subject to the City’s right to terminate the Lease as provided herein, the foregoing covenant shall remain in full force and effect, notwithstanding the payment in full or defeasance of the 2022 Certificates, until the date on which all obligations of the City in fulfilling the above covenant under the Tax Code and Colorado law have been met. In addition, the City covenants that its direction of investments pursuant to Article 5 of the Indenture shall also be in compliance with the procedures established by the 2022 Tax Certificate to the extent required to comply with its covenants contained in the foregoing provisions of this Section. The City hereby ATTACHMENT 2 agrees that, to the extent necessary, it will, during the Lease Term, pay to the Trustee such sums as are required for the Trustee to pay the amounts due and owing to the United States Treasury as rebate payments. Any such payment shall be accompanied by directions to the Trustee to pay such amounts to the United States Treasury. Any payment of City moneys pursuant to the foregoing sentence shall be Additional Rentals for all purposes of this Lease. The City is to execute the 2022 Tax Certificate in connection with the execution and delivery of the First Amendment to Lease, which 2022 Tax Certificate shall provide further details in respect of the City’s tax covenants herein.” Section 4.3 Continuing Disclosure. Section 11.6 of the Lease is hereby amended by adding the following paragraph at the end thereof: “The City covenants for the benefit of the Owners of the 2022 Certificates to comply with the terms of the 2022 Continuing Disclosure Certificate, provided that a failure of the City to do so shall not constitute an Event of Lease Default. The Trustee shall have no power or duty to enforce this Section. Unless otherwise required by law, no Certificate Owner shall be entitled to damages for the City’s non-compliance with its obligations under this Section.” Section 4.4 Amendment to Exhibit A – Description of Leased Property. The legal description of the Site and the Leased Property is hereby amended and restated in its entirety as set forth in Exhibit A attached hereto and by this reference made a part hereof. All references to Exhibit A in the Lease shall refer to the revised legal description set forth in Exhibit A attached hereto. Section 4.5 Amendment to Exhibit B – Permitted Encumbrances. Exhibit B to the Lease – Permitted Encumbrances - shall be amended and replaced in its entirety by Exhibit B to this First Amendment to Lease. All references to Exhibit B in the Lease shall refer to the revised Permitted Encumbrances set forth in Exhibit B attached hereto and by this reference made a part hereof. Section 4.6 Amendment to Exhibit C – Base Rental Schedule. In accordance with Section 6.2 of the Lease, the Base Rentals have been recalculated in connection with the execution and delivery of the 2022 Certificates as Additional Certificates under the Indenture, as set forth in Exhibit C to this First Amendment to Lease attached hereto and by this reference made a part hereof. Concurrently with the execution and delivery of this First Amendment to Lease, such Exhibit C hereto shall replace Exhibit C to the Original Lease and all references to Exhibit C in the Lease shall refer to the revised schedule of Base Rentals set forth in Exhibit C to this First Amendment to Lease. The City has determined and hereby determines that the recalculated Base Rentals under the Lease represent the fair value of the use of the Leased Property and that the Purchase Option Price for the Leased Property will represent the fair purchase price of the Trustee’s leasehold interest in the Leased Property at the time of the exercise of the option. The City has determined ATTACHMENT 2 and hereby determines that the recalculated Base Rentals do not exceed a reasonable amount so as to place the City under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property hereunder. In making such determinations, the City has given consideration to the estimated current value of the Leased Property, the estimated value of the Leased Property, the uses and purposes for which the Leased Property will be employed by the City, the benefit to the citizens and inhabitants of the City by reason of the use and occupancy of the Leased Property pursuant to the terms and provisions of the Lease, the City’s option to purchase the Trustee’s leasehold interest in the Leased Property and the expected eventual vesting of unencumbered title to the Leased Property in the City. The City hereby determines and declares that the period during which the City has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum Lease Term for the Leased Property) does not exceed the weighted average useful life of the Leased Property. Section 4.7 Amendment to Exhibit E – Release and Amortization Schedule. Exhibit E to the Lease – Release and Amortization Schedule - shall be amended and replaced in its entirety by Exhibit E to this First Amendment to Lease. All references to Exhibit E in the Lease shall refer to the revised Release and Amortization Schedule set forth in Exhibit E attached hereto and by this reference made a part hereof. Section 4.8 [Addition of Exhibit F – Legal Description of Hughes Stadium Site The Lease is hereby amended by adding Exhibit F – Legal Description of Hughes Stadium Site – to the Lease. All references to Exhibit F in the Lease shall refer to Exhibit F attached hereto and by this reference made a part hereof.] ARTICLE 5 MISCELLANEOUS Section 5.1 Execution in Counterparts. This First Amendment to Lease 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. Section 5.2 Applicable Law. This First Amendment to Lease shall be governed by and construed in accordance with the law of the State of Colorado without regard to choice of law analysis. Section 5.3 Recitals. The Recitals set forth in this First Amendment to Lease are hereby incorporated by this reference and made a part of the Lease. Section 5.4 Captions. The captions or headings herein are for convenience only and in no way define, limit, or describe the scope or intent of any provisions or sections of this First Amendment to Lease. Section 5.5 Trustee’s Disclaimer. It is expressly understood and agreed that (a) the First Amendment is executed by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association solely in its capacity as Trustee under the Indenture, and (b) nothing herein shall be construed as creating any liability on U.S. Bank Trust Company, National Association other than in its capacity as Trustee under the Indenture. All ATTACHMENT 2 financial obligations of the Trustee under the Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. Section 5.6 Electronic Transactions. The parties agree that in the event that any individual or individuals who are authorized to execute this First Amendment to Lease on behalf of the City or the Trustee are not able to be physically present to manually sign this First Amendment to Lease, that such individual or individuals are hereby authorized to execute this First Amendment to Lease electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this First Amendment to Lease shall carry the full legal force and effect of any original, handwritten signature. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files, and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action, or suit in the appropriate court of law. [The remainder of this page intentionally left blank.] ATTACHMENT 2 IN WITNESS WHEREOF, the parties have executed this First Amendment to Lease Purchase Agreement as of the day and year first above written. CITY OF FORT COLLINS, COLORADO, as Lessee U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity of Trustee under the Indenture, as Lessor By: ________________________________ By: ________________________________ Mayor Title: [CITY SEAL] Attest: By:_____________________________ City Clerk APPROVED AS TO FORM: __________________________ City Attorney ATTACHMENT 2 STATE OF COLORADO ) ) ss. CITY OF FORT COLLINS ) ) COUNTY OF LARIMER ) The foregoing instrument was acknowledged before me this ____ day of ______, 2022, by Jeni Arndt, as Mayor of the City of Fort Collins, Colorado. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public ATTACHMENT 2 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ___ day of ________, 2022, by _______________, as Vice President of U.S. Bank Trust Company, National Association, as Trustee. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public ATTACHMENT 2 EXHIBIT A DESCRIPTION OF LEASED PROPERTY The Leased Property consists of the 2019 Leased Property and the 2022 Leased Property, as set forth below. The Leased Property includes the 2019 Site and the buildings and improvements located thereon, and the 2022 Site and any buildings or improvements located thereon, as set forth below, as amended from time to time. 2019 LEASED PROPERTY 2019 Site. The 2019 Site consists of Parcels I and II: PARCEL I: (CIVIC CENTER) LOTS 1 AND 2, BLOCK 1, CIVIC CENTER OFFICE BUILDING, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO, TOGETHER WITH THE NORTH 50.0 FEET OF VACATED LAPORTE AVENUE PARCEL II (CIVIC CENTER PARKING GARAGE) TRACT A AND TRACT B, OF A FINAL PLAT OF A REPLAT OF LOTS 24-39, BLOCK 21, OF THE TOWN MAP OF THE TOWN OF FORT COLLINS, CITY OF FORT COLLINS, LARIMER COUNTY COLORADO, EXCEPT THAT PORTION PLATTED AS CIVIC CENTER VILLAGE CONDOMINIUMS, RECORDED JANUARY 30, 2008 AT RECEPTION NO. 20080006230. Description of buildings and improvements located on 2019 Site: The Civic Center Office building is a 71,515 square foot office building located on Parcel I. The Civic Center Parking Garage is a 305,572 square foot parking garage located on Parcel II. Approximately 15,629 net square feet of retail space in the parking garage, which fronts North Mason Street, is not included within Parcel II. The parking garage contains 905 parking spaces. 2022 LEASED PROPERTY 2022 Site: The 2022 Site consists of the following parcel[s]: [Parcel 1 ATTACHMENT 2 All of Section 22, Township 6 North, Range 69 West of the 6th P.M., Larimer County, Colorado, EXCEPT portion conveyed by Warranty Deed recorded February 25, 1971 in Book 1493 at Page 667; and further EXCEPT that portion conveyed in Quit Claim Deed recorded March 8, 1962 in Book 1166 at Page 256, and Deed of Dedication for public highway recorded August 22, 1990 under Reception No. 90037644, County of Larimer, State of Colorado. as known by street and number as: 22-6-69, Fort Collins, Colorado 80526] [Parcel 2 The North Half (Nl/2) of Section 27, Township 6 North, Range 69 West of the 6th P. M., County of Larimer, State of Colorado, EXCEPT those portions contained in Deeds recorded as Reception No. 90031185 and in Book 1493 at Page 667 also known by street and number as N/2 27-6-69, LOVELAND, COLORADO] ATTACHMENT 2 EXHIBIT B PERMITTED ENCUMBRANCES “Permitted Encumbrances” means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) the Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions, and exceptions which the City Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in the Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 of the Lease; (e) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2019 Leased Property was subject when leased to the Trustee pursuant to the Original Site Lease or that were recorded after the execution and delivery of the Original Site Lease, as permitted thereby, as shown below, and (f) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2022 Leased Property was subject when leased to the Trustee pursuant to the First Amendment to Site Lease, as shown below. [Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall also include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site.] The easements, covenants, restrictions, liens, and encumbrances which have been recorded against the Leased Property as of the date hereof, and that are Permitted Encumbrances under the Site Lease and the Lease, are as follows: 2019 LEASED PROPERTY EXCEPTIONS 1 - 2 AFFECT PARCEL I 1. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF CIVIC CENTER OFFICE BUILDING RECORDED JUNE 15, 2000 UNDER RECEPTION NO. 39920. 2. MATTERS AS SET FORTH ON SURVEY RECORDED MARCH 1, 2013 AT RECEPTION NO. 20130016329. EXCEPTIONS 3 - 5 AFFECT PARCEL II 3. TERMS, CONDITIONS AND PROVISIONS OF RECIPROCAL EASEMENT AND PARTY WALL AGREEMENT RECORDED OCTOBER 23, 1998 AT RECEPTION NO. 98092436 AND AMENDED JANUARY 11, 2001 AT RECEPTION NO. 2001002570. ATTACHMENT 2 4. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF PLAT OF A FINAL PLAT OF A REPLAT OF LOTS 24 THROUGH 39, BLOCK 21, OF THE MAP OF THE TOWN OF FORT COLLINS, COLORADO RECORDED MARCH 31, 1999 UNDER RECEPTION NO. 990027014. 5. TERMS, CONDITIONS, STIPULATIONS, OBLIGATIONS AND PROVISIONS OF PARKING STRUCTURE LICENSE AGREEMENT BETWEEN THE CITY OF FORT COLLINS, COLORADO AND COUNTY OF LARIMER, COLORADO, RECORDED AUGUST 24, 1998, UNDER RECEPTION NO. 98072521. EXCEPTION 6 AFFECTS PARCELS I & II 6. RIGHT OF THE PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM, SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES HEREBY GRANTED, AND A RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES, AS RESERVED IN UNITED STATES PATENT RECORDED MAY 29, 1888 IN BOOK 32 AT PAGE 465. 2022 LEASED PROPERTY (include exceptions) ATTACHMENT 2 EXHIBIT C RECALCULATED BASE RENTALS SCHEDULE Base Rental payments are due on May 15 and November 15 of each year during the Lease Term. The Base Rentals have been calculated on the basis of a 360-day year of twelve 30- day months and any recalculation of Base Rentals under Section 6.2(a) hereof shall be done on the same basis. If Base Rentals are stated to be due on any date that is not a Business Day, such Base Rentals shall be due on the next day that is a Business Day without the accrual of interest on Base Rentals between such dates. Date Base Rentals Principal Component 2019 Certificates Base Rentals Interest Component 2019 Certificates Base Rentals Principal Component 2022 Certificates Base Rentals Interest Component 2022 Certificates Total Base Rentals TOTALs ATTACHMENT 2 Statement Regarding the Leased Property The duration of the Lease, throughout the maximum Lease Term, does not exceed the weighted average useful life of the Leased Property. ATTACHMENT 2 EXHIBIT E REVISED RELEASE AND AMORTIZATION SCHEDULE TOTAL AMOUNTS OF BASE RENTALS PRINCIPAL PAYMENTS AND OPTIONAL PRIOR REDEMPTIONS WHICH MUST BE MADE OR OF 2019 AND 2022 CERTIFICATES WHICH MUST BE PAID OR DEFEASED, TO RELEASE(1) PORTION OF THE LEASED PROPERTY TO BE RELEASED $ ______________ 2022 Site $_____________ 2019 Site - Parcel II (Civic Center Parking Garage) Payment or Defeasance of All Outstanding 2019 Certificates and 2022 Certificates 2019 Site - Parcel I (Civic Center) ________________ (1) Pursuant to Section 12.4 of the Lease, when the principal component of Base Rentals paid by the City, plus the principal amount of Certificates redeemed through optional redemption, or the total principal amount of Certificates paid or deemed to be paid, totals the amount set forth in this column, the corresponding portion of the Leased Property will be deemed amortized and shall be released from the lien of the Site Lease, the Lease and the Indenture, provided, however, that the fair value of the remaining Leased Property shall be at least equal to 100% of the aggregate principal amount of the Certificates Outstanding at the time of such release, as certified in writing by the City Representative. ATTACHMENT 2 [EXHIBIT F Legal Description of Hughes Stadium Site (to be provided)] ATTACHMENT 2 CITY OF FORT COLLINS, COLORADO CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Fort Collins, Colorado (the “Issuer”) in connection with the authorization, execution, and delivery of the First Amendment to Lease Purchase Agreement, dated as of [CLOSING DATE] (the “First Amendment to Lease”), which amends the Lease Purchase Agreement, dated as of March 21, 2019, between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as trustee under the Indenture described herein (the “Trustee”), as lessor, and the Issuer, as lessee, and the execution and delivery of the Certificates of Participation, Series 2022, in the aggregate principal amount of $[PAR] (the “Certificates”). The Certificates are being issued pursuant to the First Supplement to Indenture of Trust, dated as of [CLOSING DATE], which supplements and amends the Indenture of Trust, dated as of March 21, 2019, (collectively, the “Indenture”) executed by the Trustee. The Issuer covenants and agrees as follows: SECTION 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “SEC”). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” shall mean any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. “Fiscal Year” shall mean the period beginning on January 1 and ending on December 31, or such other 12-month period as may be adopted by the Issuer in accordance with law. “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board. As of the date hereof, the MSRB’s required method of filing is electronically via its Electronic Municipal Market Access (EMMA) system, which is currently available at http://emma.msrb.org. “Official Statement” means the final Official Statement prepared in connection with the Certificates. “Participating Underwriter” shall mean the original underwriter of the Certificates required to comply with the Rule in connection with an offering of the Certificates. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as in effect on the date of this Disclosure Certificate. ATTACHMENT 3 2 SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than nine (9) months following the end of the Issuer’s Fiscal Year, commencing nine (9) months following the end of the Issuer’s Fiscal Year ending December 31, 2022, provide to the MSRB (in an electronic format as prescribed by the MSRB), an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than five (5) business days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent, if any. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report. (b) If the Issuer is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Issuer shall, in a timely manner, file or cause to be filed with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit “A.” SECTION 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or incorporate by reference the following: (a) A copy of its annual financial statements, if any, prepared in accordance with generally accepted accounting principles audited by a firm of certified public accountants. If audited annual financial statements are not available by the time specified in Section 3(a) above, audited financial statements will be provided when and if available. (b) An update of the type of information identified in Exhibit “B” hereto, which is contained in the tables in the Official Statement with respect to the Certificates. Any or all of the items listed above may be incorporated by reference from other documents (including official statements), which are available to the public on the MSRB’s Internet Web Site or filed with the SEC. The Issuer shall clearly identify each such document incorporated by reference. SECTION 5. Reporting of Listed Events. The Issuer shall file or cause to be filed with the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the event, notice of any of the events listed below with respect to the Certificates. All of the events currently mandated by the Rule are listed below; however, some may not apply to the Certificates: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- ATTACHMENT 3 3 TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of bondholders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person;1 (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a financial obligation 2 of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; and 1 For the purposes of the event identified in subparagraph (b)(5)(i)(C)(12) of the Rule, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and official or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 2 For purposes of the events identified in subparagraphs (b)(5)(i)(C)(15) and (16) of the Rule, the term “financial obligation” is defined to mean a (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) a guarantee of (A) or (B). The term “financial obligation” shall not include municipal securities as to which a final official statement has been otherwise provided to the MSRB consistent with the Rule. In complying with Listed Events (15) and (16), the Issuer intends to apply the guidance provided by the Rule or other applicable federal securities law, SEC Release No. 34-83885 (August 20, 2018) and any future guidance provided by the SEC or its staff. ATTACHMENT 3 4 (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation2 of the obligated person, any of which reflect financial difficulties. SECTION 6. Format; Identifying Information. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be in the format prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. As of the date of this Disclosure Certificate, all documents submitted to the MSRB must be in portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. In addition, such PDF files must be word- searchable, provided that diagrams, images and other non-textual elements are not required to be word-searchable. SECTION 7. Termination of Reporting Obligation. The Issuer’s obligations under this Disclosure Certificate shall terminate upon the earliest of: (i) the date of legal defeasance, prior redemption or payment in full of all of the Certificates; (ii) the date that the Issuer shall no longer constitute an “obligated person” within the meaning of the Rule; or (iii) the date on which those portions of the Rule which require this written undertaking are held to be invalid by a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do not apply to the Certificates. SECTION 8. Dissemination Agent. (a) The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist the Issuer in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Issuer elects not to appoint a successor Dissemination Agent, it shall perform the duties thereof under this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate and any other agreement between the Issuer and the Dissemination Agent. (b) In addition to the filing duties on behalf of the Issuer described in this Disclosure Certificate, the Dissemination Agent shall: (1) each year, prior to the date for providing the Annual Report, determine the appropriate electronic format prescribed by the MSRB; (2) send written notice to the Issuer at least 45 days prior to the date the Annual Report is due stating that the Annual Report is due as provided in Section 3(a) hereof; and (3) certify in writing to the Issuer that the Annual Report has been provided pursuant to this Disclosure Certificate and the date it was provided. (4) If the Annual Report (or any portion thereof) is not provided to the MSRB by the date required in Section (3)(a), the Dissemination Agent shall file with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit A. ATTACHMENT 3 5 SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate and may waive any provision of this Disclosure Certificate, without the consent of the holders and beneficial owners of the Certificates, if such amendment or waiver does not, in and of itself, cause the undertakings herein (or action of any Participating Underwriter in reliance on the undertakings herein) to violate the Rule, but taking into account any subsequent change in or official interpretation of the Rule. The Issuer will provide notice of such amendment or waiver to the MSRB. SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Certificates, and shall create no rights in any other person or entity. DATE: [CLOSING DATE]. CITY OF FORT COLLINS, COLORADO By: Mayor ATTACHMENT 3 A-1 EXHIBIT “A” NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Fort Collins, Colorado Name of Bond Issue: Certificates of Participation, Series 2022 Date of Issuance: [CLOSING DATE] CUSIP Number: _________ NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Certificates as required by the Continuing Disclosure Certificate dated [CLOSING DATE]. The Issuer anticipates that the Annual Report will be filed by ______________________. Dated: ______________, _____ CITY OF FORT COLLINS, COLORADO ATTACHMENT 3 B-1 63972603.v2 EXHIBIT “B” OFFICIAL STATEMENT TABLES TO BE UPDATED [To be discussed.] ATTACHMENT 3 Butler Snow Draft: 5.2.2022 FIRST SUPPLEMENT TO INDENTURE OF TRUST DATED _________ __, 2022 BY U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION, As Trustee This First Supplement to Indenture of Trust amends and supplements the Indenture of Trust dated March 21, 2019 executed by U.S. Bank National Association, as Trustee. ATTACHMENT 4 i This Table of Contents is not a part of this First Supplement to Indenture and is only for convenience of reference TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS ......................................................................................................... 5 Section 1.01 First Supplemental Indenture Definitions. ...................................................... 5 Section 1.02 First Supplemental Indenture. ......................................................................... 8 Section 1.03 Applicability of the Indenture. ........................................................................ 8 ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND DELIVERY OF 2022 CERTIFICATES ............................................................................................................................. 8 Section 2.01 Authorization. ................................................................................................. 8 Section 2.02 Form, Denominations, Maturities and Other Terms of the 2022 Certificates. 9 Section 2.03 Delivery of 2022 Certificates. ....................................................................... 10 ARTICLE 3 REVENUES AND FUNDS .................................................................................... 11 Section 3.01 Disposition of Proceeds of 2022 Certificates................................................ 11 Section 3.02 Concerning the Rebate Fund. ........................................................................ 11 Section 3.03 2022 Costs of Execution and Delivery Fund. ............................................... 11 Section 3.04 Repayment to the City from the Trustee. ...................................................... 12 ARTICLE 4 REDEMPTION OF 2022 CERTIFICATES ........................................................... 12 Section 4.01 Optional Redemption. ................................................................................... 12 Section 4.02 Mandatory Sinking Fund Redemption. ......................................................... 12 Section 4.03 Extraordinary Mandatory Redemption. ........................................................ 13 ARTICLE 5 INVESTMENTS..................................................................................................... 13 Section 5.01 Investment of Moneys................................................................................... 13 ARTICLE 6 MISCELLANEOUS ............................................................................................... 14 Section 6.01 Titles, Headings, Etc. .................................................................................... 14 Section 6.02 Severability. .................................................................................................. 14 Section 6.03 Governing Law. ............................................................................................ 14 Section 6.04 Execution in Counterparts............................................................................. 15 Section 6.05 Undertaking to Provide Ongoing Disclosure. ............................................... 15 Section 6.07 Electronic Signatures and Electronic Transactions....................................... 15 Section 6.08 Notices to Trustee. ........................................................................................ 15 EXHIBIT A - FORM OF 2022 CERTIFICATES 2 FIRST SUPPLEMENT TO INDENTURE OF TRUST THIS FIRST SUPPLEMENT TO INDENTURE OF TRUST dated _________ __, 2022 (this “First Supplemental Indenture”), is executed and delivered by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”) for the benefit of the Owners of the Certificates as set forth in this Indenture. This First Supplemental Indenture amends and supplements the Indenture of Trust, dated March 21, 2019, executed and delivered by the Trustee (the “Original Indenture” and together with this First Supplemental Indenture, the “Indenture”). PREFACE All capitalized terms used herein will have the meanings ascribed to them in Article 1 of the Original Indenture or Article 1 of this First Supplemental Indenture. RECITALS 1. The City of Fort Collins, Colorado (the “City”) and the Trustee previously entered into the Original Site Lease and the Original Lease to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado (collectively, the “2019 Project”). 2. The 2019 Leased Property under the Original Site Lease and the Original Lease consists of the 2019 Site owned in fee title by the City (which consists of two parcels) and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage. 3. In connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered the Original Indenture pursuant to which there were executed and delivered certain Certificates of Participation, Series 2019 (the “2019 Certificates”) that evidence certain proportionate interests in the right to receive Revenues under the Lease. 4. The net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project. 5. The City Council has determined that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”). 3 6. To provide for the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that it is in the best interest of the City and its inhabitants to enter into the First Amendment to Site Lease and the First Amendment to Lease. 7. To effectuate the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that [[one or two] parcel[s] of real property consisting of approximately [640 or 320] acres] owned by the City located in the Coyote Ridge Natural Area that is known as [the [or] one of the] McKee Strips that presently serve as open space (collectively, the “2022 Site”) and any buildings and improvements located thereon (as more particularly described in the First Amendment to Site Lease and the First Amendment to Lease, the “2022 Leased Property”), shall be added to the Leased Property under the Site Lease and the Lease. 8. The Original Indenture provides that Additional Certificates may be executed and delivered without consent of or notice to the Owners of Outstanding Certificates to provide moneys to pay, among other things, the costs of acquiring, constructing, improving, installing, and equipping any additional improvements or capital projects for the City, and costs reasonably related thereto. 9. In order to finance the costs of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], there will be executed and delivered certain Certificates of Participation, Series 2022 (the “2022 Certificates”) that will be Additional Certificates under the Original Indenture and that will be executed and delivered pursuant to this First Supplemental Indenture. 10. The 2022 Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. 12. The net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will be applied to finance the costs of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and to pay the costs of execution and delivery of the 2022 Certificates. 13. Pursuant to the Lease, and subject to the rights of the City to not appropriate the Base Rentals and Additional Rentals thereunder and, therefore, to not renew and to terminate the Lease and other limitations as therein provided, the City is to pay certain Base Rentals directly to the Trustee, for the benefit of the Owners of the Certificates, in consideration of the City’s right to possess and use the Leased Property. 4 14. The Original Indenture provides that the Trustee may, with the written consent of the City, but without the consent of or notice to the Owners, enter into such indentures or agreements supplemental thereto to, among other purposes, authorize the execution and delivery of Additional Certificates for the purposes and under the conditions set forth in the Original Indenture. 15. The City has given its written consent to the execution and delivery of this First Supplemental Indenture. 16. The Trustee has entered into the Indenture for and on behalf of the Owners of the Certificates and the Trustee will hold the Revenues and the Leased Property and will exercise the Trustee’s rights under the Site Lease and the Lease for the equal and proportionate benefit of the Owners of the Certificates as described herein, and will disburse money received by the Trustee in accordance with the Indenture. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that the Trustee, in consideration of the premises, the purchase of the Certificates by the Owners and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Certificates and all other amounts payable to the Owners with respect to the Certificates, to secure the performance and observance of all the covenants and conditions set forth in the Certificates and this Indenture, and to declare the terms and conditions upon and subject to which the Certificates are executed, delivered, and secured, has executed and delivered this Indenture and has granted, assigned, pledged, bargained, sold, alienated, remised, released, conveyed, set over, and confirmed, and by these presents does grant, assign, pledge, bargain, sell, alienate, remise, release, convey, set over, and confirm, in trust upon the terms set forth herein all and singular the following described property, franchises, and income, including any title or interest therein acquired after these presents, all and singular the following described property, franchises, and income, including any title therein acquired after these presents (collectively, the “Trust Estate”): (a) all rights, title, and interest of the Trustee in, to, and under the Site Lease and the Lease relating to the Leased Property, subject to Permitted Encumbrances (other than the Trustee’s rights to payment of its fees and expenses under the Site Lease and the Lease and the rights of third parties to Additional Rent payable to them under the Lease); (b) all Revenues and any other receipts receivable by or on behalf of the Trustee pursuant to the Lease, including without limitation, all Base Rentals, Prepayments, the Purchase Option Price, and Net Proceeds; and (c) all money and securities from time to time held by the Trustee under this Indenture in the Base Rentals Fund, and the Costs of Execution and Delivery Fund (but not the Rebate Fund), any and all other property, revenues, or funds from time to time hereafter by delivery or by writing of any kind specially granted, assigned, or pledged as and for additional security hereunder, by any Person in favor of the Trustee, which shall accept any and all such property and hold and apply the same subject to the terms hereof. 5 TO HAVE AND TO HOLD IN TRUST, NEVERTHELESS, the Trust Estate for the equal and ratable benefit and security of all Owners of the Certificates, without preference, priority, or distinction as to lien or otherwise of any one Certificate over any other Certificate upon the terms and subject to the conditions hereinafter set forth. PROVIDED, HOWEVER, that if the principal of the Certificates, the premium, if any, and the interest due or to become due thereon, shall be paid at the times and in the manner mentioned in the Certificates, according to the true intent and meaning thereof, and if there are paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions hereof, then, upon such final payments, this Indenture and the rights hereby granted shall cease, terminate, and be void; otherwise this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Certificates are to be executed and delivered and all said property, rights, interests, revenues, and receipts hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the Trustee has agreed and covenanted, and does hereby agree and covenant, for the benefit of the Owners, as follows: ARTICLE 1 DEFINITIONS Section 1.01 First Supplemental Indenture Definitions. For all purposes of the Indenture and this First Supplemental Indenture, the following terms, except where the context requires otherwise, shall have the meanings set forth below. In the event that a contrary definition is set forth in the Original Indenture, the definition set forth below shall amend and supersede the definition in the Original Indenture. All capitalized terms defined in Article 1 of the Lease, as amended by the First Amendment to Lease, shall have the same meaning in this Indenture. “2019 Certificates” means the Certificates of Participation, Series 2019, executed and delivered pursuant to the Original Indenture, the net proceeds of which financed the 2019 Project. “2019 Leased Property” means the 2019 Site and the premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Original Lease. “2019 Project” means, collectively, that portion of the costs of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado, that was financed with the net proceeds of the 2019 Certificates. “2019 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the Original Site Lease and subleased by the Trustee to the City under the Original Lease, the legal description of which is set forth in Exhibit A to the Original Lease. 6 “2022 Certificates” means the Certificates of Participation, Series 2022 executed and delivered pursuant to the terms and provisions of this First Supplemental Indenture, and constituting Additional Certificates under the Indenture, the net proceeds of which will be used to finance [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “2022 Costs of Execution and Delivery” means all items of expense directly or indirectly payable by the Trustee related to the authorization, execution and delivery of the First Amendment to Site Lease and the First Amendment to Lease and related to the authorization, sale, execution and delivery of the 2022 Certificates and to be paid from the 2022 Costs of Execution and Delivery Fund, including but not limited to, title insurance premiums, closing costs and other costs relating to the leasing of the Leased Property under the Site Lease and the Lease, costs of preparation and reproduction of documents, costs of printing the 2022 Certificates, the Preliminary and final Official Statements, and the Notice of Sale prepared in connection with the offering of the 2022 Certificates, costs of Rating Agencies, and costs to provide information required by Rating Agencies for the rating or proposed rating of the 2022 Certificates, initial fees and charges of the Trustee and Paying Agent, legal fees and charges, including fees and expenses of Bond Counsel, Special (Disclosure) Counsel, and Counsel to the Trustee, fees and disbursements of professionals, fees and charges for preparation, execution, and safekeeping of the 2022 Certificates, premiums for insurance on the Certificates, and any other cost, charge, or fee in connection with the original sale and the execution and delivery of the 2022 Certificates; provided, however, that Additional Rentals shall not be Costs of Execution and Delivery of the Certificates and are to be paid by the City as provided in the Lease. “2022 Costs of Execution and Delivery Fund” means the 2022 Costs of Execution and Delivery Fund created in Section 3.04 of this First Supplemental Indenture. “2022 Project” means, collectively, a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council. “2022 Rebate Account” means the 2022 Rebate Account of the Rebate Fund for the 2022 Certificates created under this First Supplemental Indenture. “2022 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the First Amendment to Site Lease and subleased by the Trustee to the City under the First Amendment to Lease, the legal description of which is set forth in Exhibit A to the First Amendment to Site Lease and the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof. 2022 Tax Certificate” means the Tax Compliance Certificate entered into by the City with respect to the First Amendment to Lease and the execution and delivery of the 2022 Certificates. 7 “Certificate Owners” means the owners of the 2019 Certificates, the 2022 Certificates and any Additional Certificates hereafter executed and delivered. “Certificates” means, collectively, the 2019 Certificates, the 2022 Certificates and any Additional Certificates hereafter executed and delivered in accordance with the terms and provisions of the Indenture. “First Amendment to Lease” means the First Amendment to Lease Purchase Agreement, dated ______ __, 2022, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “First Amendment to Site Lease” means the First Amendment to Site and Improvement Lease, dated _______ __, 2022, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “First Supplemental Indenture” means the First Supplement to Indenture of Trust dated as of _______ __, 2022, executed by the Trustee. “Golf Course Improvements” means the acquisition and installation of certain irrigation improvements for Southridge Golf Course [that will be financed with the net proceeds of the 2022 Certificates]. “Hughes Stadium Acquisition” means the acquisition of the real property on which the Hughes Stadium previously existed [that will be financed with the net proceeds of the 2022 Certificates]. [“Hughes Stadium Site” means the real property being acquired by the City as part of the 2022 Project, which previously served as the site for the Hughes Stadium, the legal description of which is set forth in Exhibit F attached to the First Amendment to Lease.] “Indenture” means the Original Indenture, as amended and supplemented by this First Supplemental Indenture. “Lease” means the Original Lease, as amended by the First Amendment to Lease. “Leased Property” means, collectively, the 2019 Leased Property and the 2022 Leased Property, as more particularly described in Exhibit A to the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof, and any New Facility. “Maintenance Facility” means construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City [that will be financed with the net proceeds of the 2022 Certificates]. “Original Indenture” means the Indenture of Trust dated March 21, 2019, executed by the Trustee. 8 “Original Lease” means the Lease Purchase Agreement, dated March 21, 2019, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “Original Site Lease” means the Site and Improvement Lease, dated March 21, 2019, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “Permitted Encumbrances” with respect to the Leased Property means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) the Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions, and exceptions which the City Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in the Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 of the Lease; (e) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2019 Leased Property was subject when leased to the Trustee pursuant to the Original Site Lease or that were recorded after the execution and delivery of the Original Site Lease, as permitted thereby, as shown on Exhibit B attached thereto and by this reference made a part hereof, and (f) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2022 Leased Property was subject when leased to the Trustee pursuant to the First Amendment to Site Lease, as shown on Exhibit B attached thereto and by this reference made a part hereof. [Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall also include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site.] “Project” means, collectively, the 2019 Project and [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “Site” means, collectively, the 2019 Site and the 2022 Site. “Site Lease” means the Original Site Lease, as amended by the First Amendment to Site Lease. “Trustee” means U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee under this Indenture for the benefit of the Owners of the Certificates and any Additional Certificates, and its successors and assigns. Section 1.02 First Supplemental Indenture. This First Supplemental Indenture amends and supplements the Original Indenture and is entered into in accordance with the provisions of the Original Indenture. This First Supplemental Indenture shall hereafter form a part of the Indenture and all the terms and conditions contained herein shall be deemed to be part 9 of the Indenture for any and all purposes. Except as expressly amended by the First Supplemental Indenture, the Original Indenture shall remain as originally stated and is hereby ratified, approved and confirmed. Section 1.03 Applicability of the Indenture. Except as otherwise provided herein, the provisions of the Indenture, which includes this First Supplemental Indenture, govern the 2022 Certificates. However, specific provisions concerning and exclusive to the 2022 Certificates are set forth herein and shall apply solely to the 2022 Certificates. For all purposes of the Indenture, the Site Lease and the Lease, “Certificates” shall mean and include the 2022 Certificates as well as the outstanding 2019 Certificates and any Additional Certificates to be executed and delivered in the future, if any. ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND DELIVERY OF 2022 CERTIFICATES Section 2.01 Authorization. The 2022 Certificates shall be issued, sold and delivered as Additional Certificates in the aggregate principal amount of $__________. The 2022 Certificates are issued under the authority of the Supplemental Act and shall so recite. Pursuant to Section 11-57-210 of the Supplemental Act, such recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2022 Certificates after their delivery for value. The 2022 Certificates are being issued as Additional Certificates in accordance with Section 2.08 of the Original Indenture. The 2022 Certificates shall constitute proportionate interests in the Trustee’s right to receive the Base Rentals under the Lease and other Revenues, proportionately and ratably secured with the 2019 Certificates originally executed and delivered and all other issues of Additional Certificates, if any, executed and delivered pursuant to Section 2.08 of the Original Indenture, without preference, priority or distinction of any Certificates or Additional Certificates over any other. The Certificates shall not constitute a mandatory charge or requirement of the City in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the City or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City, within the meaning of any constitutional, home rule charter, or statutory debt provision or limitation. No provision of the Certificates shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the City within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates shall not directly or indirectly obligate the City to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the City’s then current Fiscal Year. Section 2.02 Form, Denominations, Maturities and Other Terms of the 2022 Certificates. The 2022 Certificates shall be in substantially the form attached hereto as Exhibit A, and all provisions and terms of the 2022 Certificates set forth therein are incorporated in this Indenture. 10 The 2022 Certificates shall be executed and delivered in fully registered form in Authorized Denominations not exceeding the aggregate principal amount stated to mature on any given date. The 2022 Certificates shall be numbered consecutively in such manner as the Trustee shall determine; provided that while the 2022 Certificates are held by a Depository, one 2022 Certificate shall be executed and delivered for each maturity bearing interest at the same interest rate of the Outstanding 2022 Certificates. The 2022 Certificates shall be dated _________ __, 2022. The 2022 Certificates shall mature on the dates and in the amounts, with interest thereon at the rates, set forth below: Years (December 1) Principal Amounts Interest Rates 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 The 2022 Certificates shall bear interest from their date to maturity or prior redemption at the rates per annum set forth above, payable on each Interest Payment Date and calculated on the basis of a 360-day year of twelve 30-day months. The Interest Payment Dates for the 2022 Certificates shall be June 1 and December 1, commencing [December 1, 2022]. The payment of principal, premium, if any, and interest represented by the 2022 Certificates shall be made in lawful money of the United States of America. The 2022 Certificates shall be subject to redemption prior to maturity, all as provided in Article 4 hereof. 11 Except for any 2022 Certificates for which DTC is acting as Depository or for an Owner of $1,000,000 or more in aggregate principal amount of 2022 Certificates, the principal of, premium, if any, and interest on all 2022 Certificates shall be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any 2022 Certificates for which DTC is acting as Depository, the principal of, premium, if any, and interest on such 2022 Certificates shall be payable as directed in writing by the Depository. In the case of an Owner of $1,000,000 or more in aggregate principal amount of 2022 Certificates, the principal of, premium, if any, and interest on such 2022 Certificates shall be payable by wire transfer of funds to a bank account designated by the Certificate Owner in written instructions to the Trustee. Interest shall be paid to the Owner of each 2022 Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the Regular Record Date, irrespective of any transfer of ownership of 2022 Certificates subsequent to the Regular Record Date and prior to such Interest Payment Date, or on a special record date, which shall be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of 2022 Certificates subsequent to such special record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by first class mail postage prepaid at least ten (10) days prior to the special record date, to the Owner of each 2022 Certificate upon which interest will be paid, determined as of the close of business on the day preceding the giving of such notice. Section 2.03 Delivery of 2022 Certificates. Upon the execution and delivery of this First Supplemental Indenture, the Trustee is authorized to execute and deliver the 2022 Certificates either to DTC or to the purchasers thereof in the aggregate principal amounts set forth in Section 2.01 hereof, as provided in this Section. (a) Before or upon the delivery by the Trustee of any of the 2022 Certificates, there shall be filed with the Trustee the following: (i) Originally executed counterparts of the First Amendment to Site Lease, the First Amendment to Lease (including the amendment to the Base Rentals Schedule) and this First Supplemental Indenture. (ii) A title insurance commitment or endorsement, or other evidence that the amount of the title insurance policy delivered in respect of the Certificates will be increased to reflect the amount of the 2022 Certificates and all other Outstanding Certificates (or such lesser amount as shall be the maximum insurable value of the real property included in the Leased Property) under which the Trustee’s leasehold interest in the Leased Property is insured. (iii) A written opinion of Special Counsel to the effect that: (1) the execution and delivery of 2022 Certificates have been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled; 12 (2) the excludability of interest from gross income for federal income tax purposes on the Outstanding 2019 Certificates will not be adversely affected by the execution and delivery of the 2022 Certificates being executed and delivered pursuant to the First Supplemental Indenture; and (3) the sale, execution, and delivery of the 2022 Certificates, in and of themselves, will not constitute an Event of Indenture Default or an Event of Lease Default nor cause any violation of the covenants or representations herein, in the Site Lease or in the Lease. (iv) Written directions from the purchaser, underwriter or placement agent with respect of the 2022 Certificates, together with written acknowledgment of the City, to the Trustee to deliver the 2022 Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified purchase price. (b) Thereupon, the Trustee shall execute and deliver the 2022 Certificates to DTC or the purchasers thereof, upon payment to the Trustee of the applicable purchase price. ARTICLE 3 REVENUES AND FUNDS Section 3.01 Disposition of Proceeds of 2022 Certificates. The net proceeds of the 2022 Certificates shall be accounted for as follows: (a) $_________ shall be remitted to the City to be applied to financing [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. (b) $_________ shall be remitted to the Trustee and deposited in the 2022 Costs of Execution and Delivery Fund and applied to the 2022 Costs of Execution and Delivery. Section 3.02 Concerning the Rebate Fund. Pursuant to Section 3.05 of the Original Indenture, there is hereby created within the Rebate Fund the “2022 Rebate Account” for the 2022 Certificates. Section 3.03 2022 Costs of Execution and Delivery Fund. A special fund is hereby created and established with the Trustee and denominated the “2022 Costs of Execution and Delivery Fund.” Upon the delivery of the 2022 Certificates there shall be deposited into the 2022 Costs of Execution and Delivery Fund from the proceeds of the 2022 Certificates the amount directed by Section 3.01(b) hereof. Payments from the 2022 Costs of Execution and Delivery Fund shall be made by the Trustee upon receipt of a statement or a bill for the provision of 2022 Costs of Execution and Delivery approved in writing by the City Representative and (a) stating the payee, the amount to be paid and the purpose of the payment, and (b) certifying that the amount to be paid is due and payable, has not been the subject of any previous requisition and is a proper charge against the 2022 Costs of Execution and Delivery Fund. Any moneys held in the 2022 Costs of Execution and Delivery Fund shall be invested by the Trustee in accordance with Article 5 hereof. 13 Upon the final payment of all 2022 Costs of Execution and Delivery, as certified in writing by the City Representative, the Trustee shall transfer all moneys remaining in the 2022 Costs of Execution and Delivery Fund to the City to be used to pay costs of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], or shall credit such moneys to the Base Rentals Fund, as directed in writing by the City Representative. Any amounts remaining in the 2022 Costs of Execution and Delivery Fund ninety (90) days after the execution and delivery of the 2022 Certificates shall be credited to the Base Rentals Fund or used to pay costs of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], as directed in writing by the City Representative. Section 3.04 Repayment to the City from the Trustee. After payment in full of all of the Outstanding Certificates, the interest thereon, any premium thereon, the fees, charges, and expenses of the Trustee, any amount required to be deposited to the Rebate Fund, and all other amounts required to be paid hereunder, any amounts remaining in the Base Rentals Fund and the 2022 Costs of Execution and Delivery Fund, or otherwise held by the Trustee pursuant hereto (but excluding the Rebate Fund and any defeasance escrow) shall be paid to the City upon the expiration or sooner termination of the Lease Term as a return of an overpayment of Base Rentals. After payment of all amounts due and owing the federal government held in the Rebate Fund, if any, any excess amounts in the Rebate Fund shall be paid to the City. ARTICLE 4 REDEMPTION OF 2022 CERTIFICATES Section 4.01 Optional Redemption. (a) The 2022 Certificates maturing on or prior to December 1, 20__ shall not be subject to optional redemption prior to their respective maturity dates. The 2022 Certificates maturing on and after December 1, 20__ shall be subject to redemption prior to their respective maturity dates at the option of the City, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the City shall determine and by lot within a maturity, on December 1, 20__, and on any date thereafter, at a redemption price equal to the principal amount of the 2022 Certificates so redeemed plus accrued interest to the redemption date without a premium. (b) In the case of a prepayment in part of Base Rentals under the Lease, the Trustee shall confirm that the revised Base Rentals Schedule to be provided by the City Representative pursuant to Section 6.2(a) of the Lease sets forth Principal Portions and Interest Portions of Base Rentals that are equal to the principal and interest due on the Certificates that remain Outstanding after such optional redemption. For such confirmation, the Trustee may rely on a certification of the City Representative or other person as provided in Section 8.07. Section 4.02 Mandatory Sinking Fund Redemption. (a) The 2022 Certificates maturing on December 1, 20__ (hereinafter referred to as “2022 Term Certificates”) are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof plus accrued interest thereon to the redemption date. Such 2022 14 Certificates are to be selected by lot in such manner as the City shall determine (giving proportionate weight to 2022 Certificates in denominations larger than $5,000). As and for a sinking fund for the redemption of the 2022 Term Certificates maturing on December 1, 20__, the City shall deposit in the Base Rentals Fund moneys which are sufficient to redeem (after any credit as hereinafter provided) the following principal amount of the 2022 Term Certificates maturing on December 1, 20__: Redemption Date (December 1) Principal Amount 20__ $_______ 20__ $_______ 20__ $_______ The remaining $_____ of the 2022 Term Certificates maturing on December 1, 20__ shall be paid upon presentation and surrender at maturity. (b) On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to call the 2022 Term Certificates indicated above (or any Term Certificate or Certificates issued to replace such 2022 Term Certificates) for redemption from the sinking fund on the next December 1 and give notice of such call without other instruction or notice from the City. The amount of each sinking fund installment may be reduced by the principal amount of any 2022 Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on such date and which prior to such date have been redeemed (otherwise than through the operation of the sinking fund) or otherwise canceled and not theretofore applied as a credit against a sinking fund installment. Such reductions, if any, shall be applied in such year or years as may be determined by the City. Section 4.03 Extraordinary Mandatory Redemption. The 2019 Certificates and the 2022 Certificates are subject to extraordinary mandatory redemption as set forth in Section 4.03 of the Original Indenture. ARTICLE 5 INVESTMENTS Section 5.01 Investment of Moneys. The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment, remains a Permitted Investment absent a receipt of written notice or information to the contrary. All moneys held as part of the Base Rentals Fund, the Rebate Fund, the 2022 Costs of Execution and Delivery Fund, or any other fund or account created hereunder (other than any defeasance escrow accounts) shall be deposited or invested and reinvested by the Trustee, at the written direction of the City, in Permitted Investments; provided, however, that the Trustee shall make no deposits or investments of any fund or account created hereunder which shall interfere with or prevent withdrawals for the purpose for which the moneys so deposited or invested were placed in trust hereunder or for payment of the Certificates at or before maturity or interest thereon as 15 required hereunder. The Trustee may make any and all such deposits or investments through its own investment department or the investment department of any bank or trust company under common control with the Trustee. Except as otherwise provided in Section 3.05 hereof, deposits or investments shall at all times be a part of the fund or account from which the moneys used to acquire such deposits or investments shall have come, and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or account. Any interest or other gain from any fund or account created hereunder (except defeasance escrows) shall be deposited to the Rebate Fund to the extent required and permitted pursuant to Section 3.05 hereof. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in the Base Rentals Fund is insufficient to pay the principal of and interest on the Certificates when due, or whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the purposes of such fund or account. The Trustee hereby agrees to secure and retain the documentation with respect to investments of moneys in the funds and accounts created under this Indenture as required by and as described in the Tax Certificate and the 2022 Tax Certificate. The Trustee shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of this Article V. The Trustee may transfer investments from any Fund or Account to any other Fund or Account in lieu of cash when a transfer is required or permitted by the provisions of this Indenture. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant a right to receive brokerage confirmations of security transactions relating to the funds held pursuant to this Agreement, the City waives receipt of such confirmations, to the extent permitted by law. The Trustee shall furnish a statement of security transactions on its regular monthly reports to the City. ARTICLE 6 MISCELLANEOUS Section 6.01 Titles, Headings, Etc. The titles and headings of the articles, sections, and subdivisions of this First Supplemental Indenture have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions of this Indenture. Section 6.02 Severability. In the event any provision of this First Supplemental Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of the Indenture. Section 6.03 Governing Law. This First Supplemental Indenture shall be governed and construed in accordance with the laws of the State of Colorado without regard to choice of law analysis. 16 Section 6.04 Execution in Counterparts. This First Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 6.05 Undertaking to Provide Ongoing Disclosure. The City has covenanted in Section 11.6 of the Original Lease, as amended by the First Amendment to Lease, to comply with the terms of the 2022 Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure by the City to comply with the 2022 Continuing Disclosure Certificate shall not be considered an Event of Indenture Default and the rights and remedies provided by this Indenture upon the occurrence of an Event of Indenture Default shall not apply to any such failure. The Trustee shall have no power or duty to enforce the obligations of the City under the 2022 Continuing Disclosure Certificate. Section 6.07 Electronic Signatures and Electronic Transactions. The parties agree that in the event that any individual or individuals who are authorized to execute or consent to this First Supplemental Indenture on behalf of the City or the Trustee are not able to be physically present to manually sign this First Supplemental Indenture, that such individual or individuals are hereby authorized to execute this First Supplemental Indenture electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this First Supplemental Indenture shall carry the full legal force and effect of any original, handwritten signature. The parties further agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 6.08 Notices to Trustee. All notices, approvals, consents, requests and any other communications given to the Trustee by the City under the Indenture must be in English and in writing, provided that any such written communication sent to the Trustee hereunder shall either be manually signed or signed by way of an electronic signature via facsimile or e-mail. The City agrees to assume all risks arising from the use of digital signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. [Remainder of Page Left Blank Intentionally] 17 IN WITNESS WHEREOF, the Trustee has caused this First Supplement to Indenture of Trust to be executed as of the ___ day of ______, 2022. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Vice President The City of Fort Collins, Colorado hereby consents to the execution and delivery of this First Supplement to Indenture of Trust. CITY OF FORT COLLINS, COLORADO By: _______________________________________ Date: _________ __, 2022 City Manager A-1 EXHIBIT A FORM OF 2022 CERTIFICATES Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CERTIFICATE OF PARTICIPATION, SERIES 2022 Evidencing a Proportionate Interest in the Base Rentals and other Revenues under a Lease Purchase Agreement, as amended, between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee, as lessor, and the City of Fort Collins, Colorado, as lessee No. R-____ $______________ Interest Rate Maturity Date Dated Date CUSIP Number % December 1, 20__ _________ __, 2022 Registered Owner: CEDE & CO. Principal Amount: THOUSAND DOLLARS THIS CERTIFIES THAT the Registered Owner (specified above), or registered assigns, as the Registered Owner (the “Owner”) of this Certificate of Participation, Series 2022 (this “Certificate”), is the Owner of a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease Purchase Agreement, dated March 21, 2019, as amended pursuant to a First Amendment to Lease Purchase Agreement, dated as of _________ __, 2022 (as amended, the “Lease”), between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, Denver, Colorado, solely in its capacity of trustee under the Indenture (the “Trustee”), as lessor, and the City of Fort Collins, Colorado (the “City”), as lessee. This Certificate is secured as provided in the Lease and the Indenture of Trust dated as of March 21, 2019, as amended and supplemented by the First Supplement to Indenture of Trust dated as of _________ __, 2022 (as amended, the A-2 “Indenture”) by the Trustee, for the registered owners of the Certificates of Participation, Series 2022 (the “2022 Certificates”). All terms capitalized but not defined herein shall have the meanings given to them in the Indenture. This Certificate bears interest, matures, is payable, is subject to redemption, and is transferable as provided in the Indenture. The 2022 Certificates are being executed and delivered as Additional Certificates under the Indenture, and are proportionately and ratably secured under the Site Lease, the Lease and the Indenture with the 2019 Certificates and with any Additional Certificates issued from time to time in the future (collectively, the 2019 Certificates, the 2022 Certificates and any such Additional Certificates are referred to in the Lease and the Indenture as the “Certificates”). Under the Site Lease, certain Leased Property described therein (the “Leased Property”) has been leased by the City, as lessor, to the Trustee, as lessee. Under the Lease, the Leased Property has been leased back by the Trustee, as lessor, to the City, as lessee, and the City has agreed to pay directly to the Trustee Base Rentals in consideration of the City’s right to possess and use the Leased Property. Certain Revenues, including Base Rentals, are required under the Indenture to be distributed by the Trustee for the payment of the Certificates, including the 2022 Certificates, and interest thereon. The Lease is subject to annual appropriation, non-renewal and, in turn, termination by the City. This Certificate has been executed and delivered pursuant to the terms of the Indenture. Reference is hereby made to the Site Lease, the Lease, and the Indenture (copies of which are on file in the offices of the Trustee) for a description of the terms on which the 2022 Certificates are delivered, and the rights thereunder of the Owners of the Certificates, the rights, duties, and immunities of the Trustee and the rights and obligations of the City under the Site Lease and the Lease, to all of the provisions of which Site Lease, Lease, and Indenture the Owner of this Certificate, by acceptance hereof, assents and agrees. Additional Certificates may be executed and delivered pursuant to the Indenture without consent of or notice to the owners of the Certificates and upon the satisfaction of certain conditions and limitations. Additional Certificates will evidence interests in rights to receive Revenues, including Base Rentals, without preference, priority, or distinction of any Certificates, including the 2022 Certificates, over any others, however, insurance and other credit facilities may be applicable only to particular series of Certificates or portions thereof. To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture may be amended by the Trustee with the written consent of the Owners of a majority in aggregate principal amount of the Certificates outstanding, and may be amended without such consent under certain circumstances described in the Indenture but in no event such that the interests of the Owners of the Certificates are materially adversely affected, provided that no such amendment is to impair the right of any Owner to receive in any case such Owner’s proportionate share of any payment of Revenues in accordance with the terms of such Owner’s Certificate. A-3 THE OWNER OF THIS CERTIFICATE IS ENTITLED TO RECEIVE, SUBJECT TO THE TERMS OF THE LEASE, THE PRINCIPAL AMOUNT (SPECIFIED ABOVE), ON THE MATURITY DATE (SPECIFIED ABOVE), AND IS ENTITLED TO RECEIVE INTEREST ON THE PRINCIPAL AMOUNT AT THE INTEREST RATE (SPECIFIED ABOVE). The interest hereon is payable at the interest rate from the Dated Date (specified above) on [December 1, 2022], and semiannually thereafter on December 1 and June 1 in each year (the “Interest Payment Dates”) and thereafter (A) from the Execution Date (specified below), if this Certificate is executed on an Interest Payment Date or (B) from the last preceding Interest Payment Date to which interest has been paid in all other cases, until the Principal Amount is paid as set forth herein. Interest is to be calculated on the basis of a 360-day year consisting of twelve 30-day months. THIS CERTIFICATE IS PAYABLE SOLELY FROM THE BASE RENTALS PAYABLE TO THE TRUSTEE PURSUANT TO THE LEASE AND OTHER REVENUES AS DEFINED IN THE INDENTURE. NEITHER THE LEASE, THIS CERTIFICATE, THE CERTIFICATES, INCLUDING THE 2022 CERTIFICATES, OR THE OBLIGATION OF THE CITY TO PAY BASE RENTALS OR ADDITIONAL RENTALS CONSTITUTES A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE CITY OR A MULTIPLE FISCAL YEAR DIRECT OR INDIRECT DEBT OR OTHER FINANCIAL OBLIGATION WHATSOEVER OF THE CITY, WITHIN THE MEANING OF ANY CONSTITUTIONAL, HOME RULE CHARTER OR STATUTORY DEBT LIMITATION. NEITHER THE LEASE NOR THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY OBLIGATED THE CITY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED FOR THE CITY’S THEN CURRENT FISCAL YEAR. This Certificate is issued under the authority of Part 2 of Article 57, Title 11, Colorado Revised Statutes (the “Supplemental Act”). Pursuant to Section 11-57-210 of the Supplemental Act, such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of this Certificate after its delivery for value. This Certificate is issued with the intent that the laws of the State of Colorado shall govern its legality, validity, enforceability, and construction. The City has determined that this Certificate is authorized and issued under the authority of and in full conformity with the Constitution of the State of Colorado and all other laws of the State of Colorado thereunto enabling. The Trustee has executed this Certificate solely in its capacity as Trustee under the Indenture and not in its individual or personal capacity. The Trustee is not liable for the obligations evidenced by the Certificates except from amounts held by it in its capacity as Trustee under the Indenture. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Lease or the Indenture, until executed by the Trustee. A-4 IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all things, conditions, and acts required by the Constitution and the statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and the execution and delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner, as required by law. IN WITNESS WHEREOF, this Certificate has been executed with the manual signature of an authorized representative of the Trustee. Execution Date: _________ __, 2022. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer A-5 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ______________________________________________ the within Certificate and hereby irrevocably constitutes and appoints ____________ Attorney, to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Signature Dated: Signature Guaranteed: Signature must be guaranteed by a member of a Medallion Signature Program Address of Transferee: ____________________________________ ____________________________________ ____________________________________ Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. (End Form of Assignment) (End Form of Certificates) NOTICE OF PUBLIC SALE DATED [_______, 2022] CITY OF FORT COLLINS, COLORADO CERTIFICATES OF PARTICIPATION SERIES 2022 - $[PAR]* PUBLIC NOTICE IS HEREBY GIVEN that the City Council (the “Council”) of the City of Fort Collins, Colorado (the “City”) will receive electronic bids for the purchase of the Certificates described below on: [________, 2022] at the hour of ____ a.m., Mountain Time. Bids must be submitted electronically via the BIDCOMP/PARITY BIDDING SYSTEM (“BIDCOMP/PARITY”) as described in “BIDCOMP/PARITY” and “BID PROPOSAL REQUIREMENTS” below. ISSUE DETAILS: The Certificates of Participation to be sold are the “City of Fort Collins, Colorado, Certificates of Participation, Series 2022” (the “Certificates”) in the aggregate principal amount of $[____].* The Certificates evidence proportionate interests in the base rentals and other revenues under an annually renewable Lease Purchase Agreement, dated March 21, 2019, as amended by the First Amendment to Lease Purchase Agreement, dated the date of execution and delivery of the Certificates (collectively, the “Lease”), between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as Trustee under the Indenture (hereinafter defined), as lessor, and the City, as lessee. The Certificates will be executed and delivered as fully registered certificates and are initially to be registered in the name of “Cede & Co.” as nominee for The Depository Trust Company (“DTC”), which is acting as the securities depository for the Certificates. Purchases are to be made in book-entry form in denominations of $5,000 or any integral multiple thereof. Purchasers will not receive certificates evidencing their interest in the Certificates. The Certificates are being issued pursuant to an Indenture of Trust, dated March 21, 2019, as supplemented by the First Supplement to Indenture of Trust, dated the date of execution and delivery of the Certificates (collectively, the “Indenture”), executed by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee thereunder. MATURITIES: Except as otherwise provided below in “ADJUSTMENT OF MATURITIES AFTER DETERMINATION OF BEST BID” and “MANDATORY SINKING FUND REDEMPTION” below, the Certificates will mature on December 1 in the years and designated amounts designated below: Maturity Date (December 1) Principal Amount* *Subject to change. ATTACHMENT 5 2022 $ 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 ADJUSTMENT OF MATURITIES AFTER DETERMINATION OF BEST BID: The aggregate principal amount and the principal amount of each serial maturity of the Certificates set forth in the maturity schedule above (the “Maturity Schedule”) are subject to adjustment by the City, after the determination of the best bid. Changes to be made will be communicated to the winning bidder at the time of award of the Certificates to the winning bidder; changes will not reduce or increase the aggregate principal amount of the Certificates of any maturity by more than [____] percent ([__]%) from the amount shown in the Maturity Schedule and will not increase the total aggregate principal amount of Certificates to an amount in excess of $[________]. The price bid (i.e., par less any discount bid or plus any premium bid) by a winning bidder may be changed as described below, but the interest rates specified by the winning bidder for all maturities will not change. A winning bidder may not withdraw its bid as a result of any changes made within these limits. The price bid will be changed so that the percentage net compensation to the winning bidder (i.e., the percentage resulting from dividing (i) the aggregate difference between the offering price of the Certificates to the public and the price to be paid to the City by (ii) the principal amount of the Certificates) does not increase or decrease from what it would have been if no adjustment was made to the principal amounts shown in the Maturity Schedule. OPTIONAL PRIOR REDEMPTION: The Certificates maturing on or prior to December 1, 20[__], are not subject to redemption prior to their respective maturity dates. The Certificates maturing on and after December 1, 20[__], shall be subject to redemption prior to their respective maturity dates at the option of the City, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as are selected by the City and by lot within a maturity (giving proportionate weight to Certificates in denominations larger than $5,000), on December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. Redemption will be made in the manner and upon the conditions described in the Final Official Statement (as described below). ATTACHMENT 5 MANDATORY SINKING FUND REDEMPTION: Any bidder may, at its option, specify that one or more consecutive maturities of the Certificates will consist of term Certificates (the “Term Certificates”) which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof, as designated in the bid of such bidder. Amounts included as a Term Certificate must consist of consecutive maturities, must bear the same rate of interest and must include the entire principal amount for any maturity included in the Term Certificate (i.e., the principal amount maturing in any year may not be divided between a serial maturity and a mandatory sinking fund redemption). Any such Term Certificate will be subject to mandatory sinking fund redemption in installments in the same amounts and on the same dates as the Certificates would have matured if they were not included in a Term Certificate or Term Certificates. Certificates redeemed pursuant to the mandatory sinking fund redemption provisions will be redeemed at a redemption price equal to the principal amount of the Certificates to be redeemed plus accrued interest to the redemption date in the manner provided in the Indenture, including any sale certificate executed by the City Manager or the Financial Officer of the City (the “Financial Officer”) in accordance with the ordinance authorizing the execution and delivery of the Lease (the “Ordinance”). Any election to designate the Certificates as being included in a Term Certificate must be made in the official bid forms. INTEREST RATES AND LIMITATIONS: Interest shall be payable on June 1 and December 1 of each year, commencing December 1, 2022, and will be computed on the basis of a 360-day year of twelve 30-day months. 1. There is no limit on the number of rates specified. 2. The interest rate for the Certificates must be stated in a multiple of 1/8th or 1/20th of 1% per annum. A zero rate of interest may not be named for the Certificates. 3. For Certificates maturing after December 1, 20__, the maximum differential between the lowest and the highest interest rates stated in the bid for the Certificates may not exceed ___ basis points (e.g., if the lowest rate is ___% the highest rate may not exceed ____%). PURCHASE PRICE: The purchase price bid for the Certificates shall not be less than [100.0]% nor more than [___]% of the par amount of the Certificates. SEE “WINNING BIDDER’S REOFFERING YIELDS AND ESTABLISHING THE ISSUE PRICE.” INFORMATION AVAILABLE FROM PRELIMINARY OFFICIAL STATEMENT: Reference is made to the Preliminary Official Statement dated [_____ __, 2022] (the “Preliminary Official Statement”) for information as to the authorization and purpose of the Certificates; security for the Certificates; the Leased Property; the book-entry system, transfer, exchange and place of payment of the Certificates; the exclusion of the interest on the Certificates from federal and State of Colorado income taxation; and other information relating to the Certificates, the Site Lease, the Lease, the Indenture, the Leased Property and the City. ATTACHMENT 5 BIDCOMP/PARITY: Bids must be submitted electronically using BIDCOMP/PARITY no later than the time designated herein for the receipt of bids. During the electronic bidding, no bidder will see any other bidder’s bid nor the status of their bid relative to other bids (i.e., whether their bid is a leading bid). Bidders may change or withdraw their bids at any time up to the time designated herein. Electronic bids may only be submitted through BIDCOMP/PARITY. If any provisions in this Notice of Public Sale should conflict with information or terms provided or required by BIDCOMP/PARITY, this Notice of Public Sale (and any amendments hereto) shall control. BID PROPOSAL REQUIREMENTS: A prospective bidder must register electronically to bid for the Certificates via BIDCOMP/PARITY no later than 9:00 a.m. (Mountain Time), on [________, 2022]. A prospective bidder must register electronically to bid for the Certificates by completing the information required by BIDCOMP/PARITY. By registering to bid for the Certificates, a prospective electronic bidder represents and warrants to the City that such bidder’s bid for the purchase of the Certificates (if a bid is submitted in connection with the sale) is submitted for and on behalf of such prospective bidder by an officer or agent who is duly authorized to bind the prospective bidder to a legal, valid and enforceable contract for the purchase of the Certificates. By registering via BIDCOMP/PARITY to bid for the Certificates, a prospective bidder is not obligated to submit a bid in connection with the sale. Bids must be submitted electronically for the purchase of the Certificates by means of BIDCOMP/PARITY by [9:30] a.m., (Mountain Time), on [_______, 2022]. Prior to that time, an eligible prospective bidder may (1) input the proposed terms of its bid on BIDCOMP/PARITY, (2) modify the proposed terms of its bid, in which event the proposed terms as last modified will (unless the bid is withdrawn as described herein) constitute its bid for the Certificates, (3) send its proposed bid, or (4) withdraw its proposed bid. Once the bids are communicated electronically via BIDCOMP/PARITY, each bid will constitute an irrevocable offer to purchase the Certificates on the terms therein provided. Each prospective bidder shall be solely responsible to register to bid via BIDCOMP/PARITY as described above. Each qualified prospective bidder shall be solely responsible to make necessary arrangements to access BIDCOMP/PARITY for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice of Public Sale. Neither the City nor the City’s financial advisor Hilltop Securities Inc. (the “Financial Advisor”) shall have any duty or be obligated to undertake such registration to bid for any prospective bidder or to provide or assure such access to any qualified prospective bidder, and neither the City nor the Financial Advisor shall be responsible for a bidder’s failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by, BIDCOMP/PARITY. The City is using BIDCOMP/PARITY as communication mechanisms, and not as the City’s agents, to conduct the electronic bidding for the Certificates. Each bidder is required to transmit electronically via BIDCOMP/PARITY an unconditional bid specifying the lowest rate or rates of interest and the premium, or discount, as applicable, at which the bidder will purchase the Certificates. Each bid must be for all the Certificates herein offered for sale. ATTACHMENT 5 For informational purposes only, the electronic bid will show the effective interest rate for the Certificates represented on a TIC basis, as described under “BASIS OF AWARD” below, represented by the rate or rates of interest and the bid price specified in the bid. No bid will be received after the time for receiving such bids specified above. Further information about BIDCOMP/PARITY, including any fees charged, may be obtained from such entity as follows: Bidcomp/Parity, 1359 Broadway, 2nd Floor, New York, New York 10018; telephone (212) 404-8153; fax (212) 849-5021. WINNING BIDDER’S REOFFERING YIELDS AND ESTABLISHING THE ISSUE PRICE: At or before [10:30] a.m. Mountain Time on [______, 2022], the winning bidder (or manager of the purchasing account) for the Certificates must provide to the City Manager and the Financial Advisor the initial offering price and yield to the public. The winning bidder shall assist the City in establishing the issue price of the Certificates for federal income tax purposes and shall execute and deliver to the City at Closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Certificates, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, in a form acceptable to the City and Butler Snow LLP (“Bond Counsel”). All actions to be taken by the City under this Notice of Public Sale to establish the issue price of the Certificates may be taken on behalf of the City by the Financial Advisor and any notice or report to be provided to the City may be provided to the Financial Advisor. The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Certificates) will apply to the initial sale of the Certificates (the “competitive sale requirements”) because: (i) the City will disseminate this Notice of Public Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (ii) all bidders will have an equal opportunity to bid; (iii) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (iv) the City anticipates awarding the sale of the Certificates to the bidder who submits a firm offer to purchase the Certificates at the highest price (or lowest interest cost), as set forth in this Notice of Public Sale. Any bid submitted pursuant to this Notice of Public Sale shall be considered a firm offer for the purchase of the Certificates, as specified in the bid. ATTACHMENT 5 In the event that the competitive sale requirements are not satisfied, the City shall so advise the winning bidder. The City may determine to treat (i) the first price at which 10% of a maturity of the Certificates (the “10% test”) is sold to the public as the issue price of that maturity and/or (ii) the initial offering price to the public as of the sale date of any maturity of the Certificates as the issue price of that maturity (the “hold-the-offering-price rule”), in each case applied on a maturity- by-maturity basis (and if different interest rates apply within a maturity, to each separate CUSIP number within that maturity). The winning bidder shall advise the City if any maturity of the Certificates satisfies the 10% test as of the date and time of the award of the Certificates. The City shall promptly advise the winning bidder, at or before the time of award of the Certificates, which maturities (and if different interest rates apply within a maturity, which separate CUSIP number within that maturity) of the Certificates shall be subject to the 10% test or shall be subject to the hold-the-offering-price rule. Bids will not be subject to cancellation in the event that the City determines to apply the hold-the-offering-price rule to any maturity of the Certificates. Bidders should prepare their bids on the assumption that some or all of the maturities of the Certificates will be subject to the hold-the-offering-price rule in order to establish the issue price of the Certificates. By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Certificates to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Certificates, that the underwriters will neither offer nor sell unsold Certificates of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (A) the close of the fifth (5th) business day after the sale date; or (B) the date on which the underwriters have sold at least 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public. The winning bidder shall promptly advise the City when the underwriters have sold 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the Certificates, the winning bidder agrees to promptly report to the City the prices at which the unsold Certificates of that maturity have been sold to the public. That reporting obligation shall continue, whether or not the Closing Date, as set forth in the Official Statement, has occurred, until the 10% test has been satisfied as to the Certificates of that maturity or until all Certificates of that maturity have been sold. The City acknowledges that, in making the representation set forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with the hold-the- offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, ATTACHMENT 5 (ii) in the event a selling group has been created in connection with the initial sale of the Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the- offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Certificates. By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the Certificates of that maturity or all Certificates of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Certificates to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified by the winning bidder or such underwriter that either the 10% test has been satisfied as to the Certificates of that maturity or all Certificates of that maturity have been sold to the public and (B) comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder or such underwriter and as set forth in the related pricing wires. Sales of any Certificates to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Notice of Public Sale. Further, for purposes of this Notice of Public Sale: (i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Certificates to the public (including a member of a selling group ATTACHMENT 5 or a party to a retail distribution agreement participating in the initial sale of the Certificates to the public), (iii) a purchaser of any of the Certificates is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date that the Certificates are awarded by the City to the winning bidder. GOOD FAITH DEPOSIT: A good faith deposit in the amount of $[______] will be required to be made by the apparent winning bidder after the bids have been received. The apparent winning bidder will be required to wire the good faith deposit to the City no later than [1:00] p.m. Mountain Time on [_______, 2022]. The Financial Advisor will contact the apparent winning bidder and request the apparent winning bidder to wire such good faith deposit and the apparent winning bidder shall provide the federal wire reference number of such good faith deposit to the Financial Advisor by [1:00] p.m. Mountain Time on [_______, 2022]. Wire information shall be provided by the City upon award. The Certificates will not be officially awarded to a bidder until such time as the bidder has provided a federal wire reference number for the good faith deposit to the Financial Advisor. No interest on the good faith deposit will accrue to any bidder. The good faith deposit of the winning bidder for the Certificates will be applied to the purchase price of the Certificates. In the event the winning bidder for the Certificates fails to honor its accepted bid, the good faith deposit plus any interest accrued on the good faith deposit will be retained by the City. Any investment income earned on the good faith deposit will not be credited to the successful bidder on the purchase price of the Certificates. SALE RESERVATIONS: The City reserves the right (1) to reject any and all bids for the Certificates, (2) to reoffer the Certificates for sale as provided by law, and (3) to waive any irregularity or informality in any bid. In addition, the City reserves the privilege of changing the date and/or time of sale of the Certificates. If the City changes the date and/or time of the sale of the Certificates, this Notice of Public Sale shall remain effective, except as amended by communication or other amendment communicated to potential bidders. ATTACHMENT 5 If bids are not taken on [_______, 2022], or if all bids are rejected on [_______, 2022], the City may reoffer the Certificates for sale at any time thereafter. BASIS OF AWARD: Subject to the sale reservations and limitations set forth herein, the Certificates will be sold to the responsible bidder making the best bid therefor. The best bid(s) will be determined by computing the actuarial yield on the Certificates (i.e., using an actuarial or true interest cost method) for each bid received. “True interest cost” on the Certificates as used herein means that yield which if used to compute the present worth as of the estimated delivery date of the Certificates of all payments of principal and interest to be made on such series of the Certificates from the estimated delivery date to their respective maturity dates (or mandatory sinking fund redemption dates), using the interest rates specified in the bid and the principal amounts specified in the Maturity Schedule, produces an amount equal to the principal amount of the Certificates, less any discount or plus any premium bid. All interest calculations and the calculation of the best bid shall be based on a 360-day year and a semiannual compounding interval. If an award is made, it will be made to the bidder whose bid results in the lowest true interest cost, i.e., to the bidder making the bid resulting in the lowest true interest cost on the Certificates. If two or more equal bids for the Certificates are received and such equal bids are the best bids received, the City will determine which bid will be accepted. TIME OF AWARD: The Council has authorized certain designated officers, on behalf of the City, to accept the best responsible bid for the purchase of the Certificates, and to accept such bid, for and in the name of the City, by notice to the winning bidder. The City will award the Certificates or reject all bids not later than 24 hours after the expiration of the time herein specified for the receipt of bids unless such time of award is waived by the winning bidder. MANNER AND TIME OF DELIVERY: The good faith deposit of the winning bidder will be credited to the purchaser at the time of delivery of the Certificates (without accruing interest). If the winning bidder for the Certificates fails or neglects to complete the purchase of the Certificates when the Certificates are made ready and are tendered for delivery, the amount of the good faith deposit will be forfeited (as liquidated damages for noncompliance with the bid) to the City, except as hereinafter provided. In that event, the Council may reoffer the Certificates for sale as provided by law. The purchaser will not be required to accept delivery of any of the Certificates if they are not tendered for delivery within 60 days from the date herein stated for opening bids. If the Certificates are not so tendered within said period of time, the good faith deposit, if any, will be returned to the purchaser upon its request (without accruing interest). The City contemplates, however, effecting delivery of the Certificates to the purchaser through DTC on or about [________, 2022]. PAYMENT: The winning bidder or bidders will be required to make payment of the balance due for the Certificates at a bank or trust company designated by the City Manager. Payment of the balance of the purchase price due at delivery must be made in Federal Reserve Funds or other funds acceptable to the City for immediate and unconditional credit to the City. The Certificates will be delivered at the office of The Depository Trust Company in New York, New York, on confirmation by the City of receipt of the balance of the purchase price. ATTACHMENT 5 CUSIP NUMBERS: CUSIP numbers will be ordered by the Financial Advisor and will be paid for by the City as a cost of issuance. CUSIP numbers will be printed on the Certificates. If a wrong number is imprinted on any Certificate or if a number is not printed thereon, any such error or omission will not constitute cause for the winning bidder to refuse delivery of any Certificate. OFFICIAL STATEMENT: The City has prepared the Preliminary Official Statement, which is deemed by the City to be final as of its date for purposes of allowing bidders to comply with Rule 15c2-12(b)(1) of the Securities and Exchange Commission (the “Rule”), except for the omission of certain information as permitted by the Rule. The Preliminary Official Statement is subject to revision, amendment and completion in a Final Official Statement, as defined below. Copies of the Preliminary Official Statement and other information concerning the City and the Certificates may be obtained prior to the sale from the sources listed under “INFORMATION” below. The City will, as soon as practicable after the award of the Certificates to the winning bidder, update the information contained in the Preliminary Official Statement to the date of the award, and such updated Preliminary Official Statement will constitute the “Final Official Statement” relating to the Certificates. The City authorizes the winning bidder to distribute the Final Official Statement in connection with the offering of the Certificates. The City will provide to the winning bidder an amount not to exceed [__] copies of the Final Official Statement on or before the seventh business day following the date of the award of the Certificates to the winning bidder. The winning bidder may obtain additional copies of the Final Official Statement at its expense. The Final Official Statements will be delivered to the winning bidder at the offices of the Financial Advisor at the address listed below (see “INFORMATION” herein). If the winning bidder fails to pick up the Final Official Statements at the offices of the Financial Advisor, the Final Official Statements will be forwarded to the winning bidder by mail or another delivery service mutually agreed to between the winning bidder and the Financial Advisor. For a period beginning on the date of the Final Official Statement and ending 25 days following the date the winning bidder shall no longer hold for sale any of the Certificates, if any event concerning the affairs, properties or financial condition of the City shall occur as a result of which it is necessary to supplement the Final Official Statement in order to make the statements therein, in light of the circumstances existing at such time, not misleading, the City shall notify the winning bidder of any such event of which the City Manager has actual knowledge and shall cooperate fully in preparation and furnishing of any supplement to the Final Official Statement necessary, in the reasonable opinion of the City or the winning bidder, so that the statements therein as so supplemented will not be misleading in the light of the circumstances existing at such time. SECONDARY MARKET DISCLOSURE UNDERTAKING: Pursuant to Securities and Exchange Commission Rule 15c2-12, the City will undertake to provide notice of the occurrence of certain listed events. A form of the undertaking is set forth as an appendix to the Preliminary Official Statement. ATTACHMENT 5 TRANSCRIPT AND LEGAL OPINION: The validity and enforceability of the Certificates will be approved by Butler Snow LLP, Denver, Colorado, as Special Counsel. The purchaser will receive a transcript of legal proceedings, which will include, among other documents: • A certificate executed by officials of the City stating that there is no litigation pending affecting the validity of the Certificates as of the date of their delivery; • A certificate executed by the City Manager, Financial Officer or other authorized official of the City stating that, to the best of such person’s knowledge, the Final Official Statement as of its date did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made in the Final Official Statement, in the light of the circumstances under which they were made, not misleading, subject to the condition that while information in the Final Official Statement obtained from sources other than the City is not guaranteed as to accuracy, completeness, or fairness, such person has no reason to believe and does not believe that such information is materially inaccurate, incomplete or misleading, and that, to the best of such person’s knowledge, since the date of the Final Official Statement no event has occurred which would cause the Final Official Statement as of the date of the delivery of the Certificates to contain any untrue statement of a material fact or to omit to state any material fact necessary to make the statements made in the Final Official Statement, in the light of the circumstances under which they were made, not misleading (provided that, if between the date of the public sale of the Certificates and the date of delivery of the Certificates, any event should occur or be discovered which would cause the Final Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the purchaser thereof, and if in the opinion of the City or the purchaser such event requires the preparation and publication of a supplement or amendment to the Final Official Statement, the City, at its sole expense, will supplement or amend the Final Official Statement in a form and in a manner approved by the purchaser and by Butler Snow LLP, Denver, Colorado, as Special Counsel to the City); • The opinion of Butler Snow LLP as to the validity, enforceability and tax- exempt status of interest on the Certificates, a form of which is set forth as Appendix [_] to the Preliminary Official Statement. ATTACHMENT 5 GOVERNING LAW AND VENUE: This Notice of Public Sale and the contract formed when the City accepts the winning bid is governed by the laws of the State of Colorado. By submitting a bid, each bidder consents to the exclusive jurisdiction of any court of the State of Colorado located in Larimer County or the United States District Court for the State of Colorado for the purpose of any suit, action or other proceeding arising under this Notice of Public Sale, and each bidder hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined by such court. Each bidder further agrees that service of process in any such action commenced in such state or federal court shall be effective on such bidder by deposit of the same as registered mail addressed to the bidder at the address set forth in the bid submitted by the bidder. INFORMATION: This Notice of Public Sale, the Preliminary Official Statement, the official bid form and other information concerning the City and the Certificates may be obtained from the City Manager, City of Fort Collins, 215 N. Mason Street, 2nd Floor, Fort Collins, Colorado 80522 (telephone (970) 221-6795, or from the City’s Financial Advisor, Hilltop Securities Inc., 8055 E. Tufts Avenue, Suite 500, Denver, Colorado, 80237, phone (303) 771-1678. Dated [________, 2022]. /s/ City Manager ATTACHMENT 5 EXHIBIT A CITY OF FORT COLLINS, COLORADO CERTIFICATES OF PARTICIPATION SERIES 2022 - $[PAR]* (FOR USE WHEN COMPETITIVE SALE REQUIREMENTS ARE SATISFIED) ISSUE PRICE CERTIFICATE The undersigned, on behalf of [NAME OF UNDERWRITER] (“[SHORT NAME OF UNDERWRITER]”), hereby certifies as set forth below with respect to the sale of the above-captioned obligations (the “Certificates”). 1. Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the reasonably expected initial offering prices of the Certificates to the Public by [SHORT NAME OF UNDERWRITER] are the prices listed in Schedule A (the “Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the Certificates used by [SHORT NAME OF UNDERWRITER] in formulating its bid to purchase the Certificates. Attached as Schedule B is a true and correct copy of the bid provided by [SHORT NAME OF UNDERWRITER] to purchase the Certificates. (b) [SHORT NAME OF UNDERWRITER] was not given the opportunity to review other bids prior to submitting its bid.** (c) The bid submitted by [SHORT NAME OF UNDERWRITER] constituted a firm offer to purchase the Certificates. 2. Defined Terms. (a) Issuer means the City of Fort Collins, Colorado. (b) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. *Subject to change. ** Treas. Reg. §1.148-1(f)(3)(i)(B) requires that all bidders have an equal opportunity to bid to purchase Certificates. If the bidding process affords an equal opportunity for bidders to review other bids prior to submitting their bids, then this representation should be modified to describe the bidding process. ATTACHMENT 5 (d) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public). 3. Yield. The yield on the Certificates has been calculated to be not less than ___%. The ___ maturities were treated as having been redeemed on the optional redemption date that produces the lowest yield on such maturities. 4. Weighted Average Maturity. The weighted average maturity of the Certificates has been calculated to be ____ years. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [SHORT NAME OF UNDERWRITER]’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Certificates, and by Butler Snow LLP in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. [UNDERWRITER] By: ______________________________________ Name: ____________________________________ Dated: [ISSUE DATE] ATTACHMENT 5 CITY OF FORT COLLINS, COLORADO CERTIFICATES OF PARTICIPATION SERIES 2022 - $[PAR]* (FOR USE WHEN COMPETITIVE SALE REQUIREMENTS ARE NOT SATISFIED TO BE ADJUSTED BY BOND COUNSEL AS APPLICABLE) ISSUE PRICE CERTIFICATE The undersigned, on behalf of [NAME OF UNDERWRITER/REPRESENTATIVE] [“[SHORT NAME OF UNDERWRITER]”)][the “Representative”)][, on behalf of itself and [NAMES OF OTHER UNDERWRITERS] (together, the “Underwriting Group”),] hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Certificates”). (1) [If all maturities satisfy the 10% test on the sale date:] Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the Certificates, the first price at which at least 10% of such Maturity of the Certificates was sold to the Public is the respective price listed in Schedule A. [If only some of the maturities satisfy the 10% test on the sale date:] As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. (2) Initial Offering Price of the [Certificates][Hold-the-Offering-Price Maturities]. (a) [If all maturities use hold-the-offering-price rule:][SHORT NAME OF UNDERWRITER][The Underwriting Group] offered the Certificates to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. [If selected maturities use hold-the-offering-price rule:][SHORT NAME OF UNDERWRITER][The Underwriting Group] offered the Hold-the- Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. (b) [If all maturities use hold-the-offering-price rule:]As set forth in the Notice of Sale and bid award, [SHORT NAME OF UNDERWRITER][the members of the Underwriting Group] [has][have] agreed in writing that, (i) for each Maturity of the Certificates, [it][they] would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail *Subject to change. ATTACHMENT 5 distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Certificates at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period. [If selected maturities use hold-the-offering-price rule:] As set forth in the Notice of Sale and bid award, [SHORT NAME OF UNDERWRITER][the members of the Underwriting Group] [has][have] agreed in writing that, (i) for each Maturity of the Hold-the- Offering-Price Maturities, [it][they] would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period. (3) Defined Terms. (a) General Rule Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “General Rule Maturities.” (b) Hold-the-Offering-Price Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([DATE]), or (ii) the date on which [SHORT NAME OF UNDERWRITER][the Underwriters] [has][have] sold at least 10% of such Hold-the-Offering- Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means the City of Fort Collins, Colorado. (e) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is [______, 2022]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to ATTACHMENT 5 participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public). (4) Yield. The yield on the Certificates has been calculated to be not less than ___%. The ___ maturities were treated as having been redeemed on the optional redemption date that produces the lowest yield on such maturities. (5) Weighted Average Maturity. The weighted average maturity of the Certificates has been calculated to be ____ years. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [NAME OF UNDERWRITING FIRM][the Representative’s] interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Certificates, and by Butler Snow LLP in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. [UNDERWRITER][REPRESENTATIVE] By: Name: Dated: [ISSUE DATE] ATTACHMENT 5 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) ATTACHMENT 5 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) ATTACHMENT 5 Draft - 5/11/22 PRELIMINARY OFFICIAL STATEMENT DATED [JUNE 30], 2022 NEW ISSUE RATING: Moody’s: “[__]” BOOK-ENTRY ONLY See “RATING” In the opinion of Butler Snow LLP, Special Counsel, assuming continuous compliance with certain covenants described herein, the portion of the Base Rentals which is designated in the Lease as interest on the 2022 Certificates is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the 2022 Certificates (the “Tax Code”), is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the 2022 Certificates as described herein. See “TAX MATTERS.” $15,060,000 * CERTIFICATES OF PARTICIPATION, SERIES 2022 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of March 21, 2019, as amended, between U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture, as lessor, and the CITY OF FORT COLLINS, COLORADO, as lessee Dated: Date of Delivery Due: December 1, as shown herein The Certificates of Participation, Series 2022 (the “2022 Certificates”) evidence a proportionate interest in the base rentals and certain other revenues under an annually renewable Lease Purchase Agreement dated as of March 21, 2019, as amended by the First Amendment to Lease Purchase Agreement dated as of [July 21], 2022 (together, the “Lease”), between U.S. Bank Trust Company National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessor, and the City of Fort Collins, Colorado, as lessee (the “City”). The 2022 Certificates are being executed and delivered pursuant to an Indenture of Trust dated as of March 21, 2019, as amended by the First Supplement to Indenture of Trust dated as of [July 21], 2022 (together, the “Indenture”), which will be executed by the Trustee. The 2022 Certificates will be issued as fully registered certificates and are initially to be registered in the name of “Cede & Co.” as nominee for The Depository Trust Company (“DTC”), which is acting as the securities depository for the 2022 Certificates. Purchases by Beneficial Owners (as defined herein) are to be made in book-entry form in denominations of $5,000 or any integral multiple thereof. Beneficial Owners will not receive certificates evidencing their interest in the 2022 Certificates. The principal of, premium, if any, and interest on the 2022 Certificates are payable to DTC, which will remit such payments to DTC Participants, as defined herein, who in turn will remit such payments to Beneficial Owners of the 2022 Certificates. See “THE 2022 CERTIFICATES--Book-Entry Only System.” Interest on the 2022 Certificates will be payable semiannually on June 1 and December 1, commencing on *Subject to change. ATTACHMENT 6 [December 1], 2022. Principal on the 2022 Certificates is payable on the dates shown on the inside cover unless the 2022 Certificates are redeemed prior thereto as more fully described in this Official Statement. The maturity schedule for the 2022 Certificates appears on the inside cover page of this Official Statement. The 2022 Certificates are subject to optional redemption prior to maturity at the option of the City as described in “THE 2022 CERTIFICATES--Redemption Provisions.” At the option of the winning bidder, the 2022 Certificates may also be subject to mandatory sinking fund redemption. The 2022 Certificates are also subject to extraordinary mandatory redemption upon the occurrence of certain events as described in “THE 2022 CERTIFICATES--Redemption Provisions - Extraordinary Mandatory Redemption.” The proceeds from the issuance of the 2022 Certificates will be used to: (i) acquire the real property on which the Hughes Stadium previously existed; (ii) acquire and install certain irrigation improvements for the Southridge Golf Course; (iii) construct and install a fleet maintenance facility; (iv) miscellaneous additional projects that benefit the inhabitants of the City (collectively, the “Project”); and (v) pay the costs of issuing the 2022 Certificates. See “SOURCES AND USES OF FUNDS--The Project.” See “SOURCES AND USES OF FUNDS.” Neither the Lease nor the 2022 Certificates constitute a general obligation, a multiple fiscal year direct or indirect debt or other financial obligation or indebtedness of the City within the meaning of any constitutional, statutory or charter debt limitation. None of the Lease, the Indenture or the 2022 Certificates directly or indirectly obligates the City to make any payments beyond those appropriated for any fiscal year in which the Lease may be in effect. Except to the extent payable from the proceeds of the 2022 Certificates and income from the investment thereof, from the Net Proceeds (as defined herein), or from other amounts made available under the Indenture, the 2022 Certificates are payable during the lease term solely from Base Rentals payable to the Trustee under the Lease and the income from certain investments under the Indenture. All payment obligations of the City under the Lease are from year to year only. The Lease is subject to annual renewal by the City. Upon termination of the Lease, the 2022 Certificates will be payable solely from moneys, if any, held by the Trustee under the Indenture and any amounts resulting from the exercise of various remedies by the Trustee under the Site Lease, the Lease and the Indenture, all as more fully described herein. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision and should give particular attention to the section entitled “CERTAIN RISK FACTORS.” The 2022 Certificates are offered when, as, and if executed and delivered and subject to the approval of legality of the 2022 Certificates by Butler Snow LLP, Denver, Colorado, Special Counsel, and certain other conditions. Butler Snow LLP also has acted as special counsel to the City in connection with this Official Statement. The City Attorney will pass upon certain legal matters for the City. Hilltop Securities Inc., Denver, Colorado, is acting as Municipal Advisor to the City. It is expected that the Certificates will be available for delivery through the facilities of DTC, on or about [July 21], 2022.* * Subject to change. MATURITY SCHEDULE * (CUSIP  6-digit issuer number: [__]) $15,060,000* CERTIFICATES OF PARTICIPATION, SERIES 2022 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of March 21, 2019, as amended, between U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture, as lessor, and the CITY OF FORT COLLINS, COLORADO, as lessee Maturing (December 1) Principal Amount Interest Rate Price or Yield CUSIP© Issue Number Maturing (December 1) Principal Amount Interest Rate Price or Yield CUSIP© Issue Number 2022 2030 $1,345,000 2023 $955,000 2031 1,415,000 2024 1,000,000 2032 1,485,000 2025 1,055,000 2033 560,000 2026 1,105,000 2034 585,000 2027 1,155,000 2035 610,000 2028 1,220,000 2036 630,000 2029 1,285,000 2037 655,000 * Subject to change. © Copyright 2022, CUSIP Global Services. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. The CUSIP numbers are provided for convenience only. The City takes no responsibility for the accuracy of the CUSIP numbers. USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement, which includes the cover page, the inside cover page and the appendices, does not constitute an offer to sell or the solicitation of an offer to buy any of the 2022 Certificates in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer, salesperson, or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the 2022 Certificates, and if given or made, such information or representations must not be relied upon as having been authorized by the City. The City maintains an internet website; however, the information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the 2022 Certificates. The information set forth in this Official Statement has been obtained from the City and from the sources referenced throughout this Official Statement, which the City believes to be reliable. No representation is made by the City, however, as to the accuracy or completeness of information provided from sources other than the City. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions, or that they will be realized. The information, estimates, and expressions of opinion contained in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2022 Certificates shall, under any circumstances, create any implication that there has been no change in the affairs of the City, or in the information, estimates, or opinions set forth herein, since the date of this Official Statement. This Official Statement has been prepared only in connection with the original offering of the 2022 Certificates and may not be reproduced or used in whole or in part for any other purpose. The 2022 Certificates have not been registered with the Securities and Exchange Commission due to certain exemptions contained in the Securities Act of 1933, as amended. The 2022 Certificates have not been recommended by any federal or state securities commission or regulatory authority, and the foregoing authorities have neither reviewed nor confirmed the accuracy of this document. THE PRICES AT WHICH THE 2022 CERTIFICATES ARE OFFERED TO THE PUBLIC BY THE INITIAL PURCHASER (AND THE YIELDS RESULTING THEREFROM) MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES OR YIELDS APPEARING ON THE INSIDE COVER PAGE HEREOF. IN ADDITION, THE INITIAL PURCHASER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS. IN ORDER TO FACILITATE DISTRIBUTION OF THE 2022 CERTIFICATES, THE INITIAL PURCHASER MAY ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICE OF THE 2022 CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. CITY OF FORT COLLINS, COLORADO City Council Jeni Arndt, Mayor Emily Francis, Mayor Pro Tem Susan Gutowsky, Council Member Julie Pignataro, Council Member Tricia Canonico, Council Member Shirley Peel, Council Member Kelly Ohlson, Council Member City Staff Kelly DiMartino, Interim City Manager Kyle Stannert, Deputy City Manager Travis Storin, City Financial Officer Carrie Daggett, Esq., City Attorney MUNICIPAL ADVISOR TO THE CITY Hilltop Securities Inc. Denver, Colorado TRUSTEE, REGISTRAR AND PAYING AGENT U.S. Bank Trust Company National Association Denver, Colorado SPECIAL COUNSEL Butler Snow LLP Denver, Colorado -i- TABLE OF CONTENTS Page INTRODUCTION......................................................................................................................... 1 General ........................................................................................................................................ 1 The City ...................................................................................................................................... 1 Purpose ........................................................................................................................................ 2 The 2022 Certificates; Prior Redemption ................................................................................... 2 The Leased Property ................................................................................................................... 2 Security for the Certificates; Termination of Lease .................................................................... 4 Tax Status.................................................................................................................................... 7 Professionals ............................................................................................................................... 7 Continuing Disclosure Undertaking ........................................................................................... 8 Certain Risks to Owners of the Certificates ................................................................................ 8 Additional Information ............................................................................................................... 8 CERTAIN RISK FACTORS ....................................................................................................... 9 Nonappropriation ........................................................................................................................ 9 Effect of a Termination of the Lease Term ............................................................................... 10 Factors that Could Impact Value of Property if Lease is Terminated ...................................... 12 Limited Duration of Site Lease ................................................................................................. 14 Enforceability of Remedies; Liquidation Delays ...................................................................... 15 No Reserve Fund....................................................................................................................... 15 Effect of Termination on Exemption from Taxation and on Exemption from Registration .... 15 Condemnation Risk ................................................................................................................... 15 Casualty Risk ............................................................................................................................ 16 Insurance Risk ........................................................................................................................... 16 Future Changes in Laws............................................................................................................ 17 Forward-Looking Statements.................................................................................................... 17 Secondary Market ..................................................................................................................... 17 SOURCES AND USES OF FUNDS .......................................................................................... 18 Sources and Uses of Proceeds................................................................................................... 18 The Project ................................................................................................................................ 18 THE 2022 CERTIFICATES ...................................................................................................... 19 General ...................................................................................................................................... 19 Payment Provisions ................................................................................................................... 19 Redemption Provisions ............................................................................................................. 20 Tax Covenants .......................................................................................................................... 22 Defeasance and Discharge ........................................................................................................ 23 Book-Entry Only System .......................................................................................................... 23 BASE RENTALS SCHEDULE ................................................................................................. 25 SECURITY FOR THE CERTIFICATES ................................................................................ 26 General ...................................................................................................................................... 26 Additional Certificates .............................................................................................................. 27 Page -ii- CURRENT SOURCES OF AVAILABLE REVENUE ........................................................... 28 General ...................................................................................................................................... 28 Sources of General Fund Revenues .......................................................................................... 28 Collection and Enforcement of the City Sales and Use Tax ..................................................... 28 City General Fund Budget Summary and Comparison ............................................................ 38 History of City General Fund Revenues, Expenditures and Changes in Fund Balances ......... 38 THE CITY ................................................................................................................................... 41 Principal Officials ..................................................................................................................... 41 Employees; Labor Relations ..................................................................................................... 43 Pension Plans ............................................................................................................................ 43 Services Provided by Other Entities ......................................................................................... 44 RISK MANAGEMENT.............................................................................................................. 44 City Insurance Coverage ........................................................................................................... 44 Cybersecurity ............................................................................................................................ 44 Climate Change ......................................................................................................................... 44 CITY FINANCIAL OPERATIONS ......................................................................................... 46 Budget Process .......................................................................................................................... 46 Financial Statements ................................................................................................................. 46 Capital Improvement Program .................................................................................................. 46 CITY DEBT STRUCTURE ....................................................................................................... 48 Authority to Incur Debt ............................................................................................................. 48 Debt Structure of the City ......................................................................................................... 48 Other Obligations ...................................................................................................................... 49 ECONOMIC AND DEMOGRAPHIC INFORMATION ....................................................... 51 Population ................................................................................................................................. 51 Income....................................................................................................................................... 51 Employment .............................................................................................................................. 52 Major Employers ...................................................................................................................... 53 Building Permits ....................................................................................................................... 54 Foreclosure Activity.................................................................................................................. 54 Education .................................................................................................................................. 55 TAX MATTERS ......................................................................................................................... 56 LEGAL MATTERS .................................................................................................................... 59 Litigation ................................................................................................................................... 59 Sovereign Immunity.................................................................................................................. 59 Approval of Certain Legal Proceedings .................................................................................... 60 Certain Constitutional Limitations ............................................................................................ 60 Police Power ............................................................................................................................. 61 MUNICIPAL ADVISOR............................................................................................................ 61 INDEPENDENT AUDITORS ................................................................................................... 62 Page -iii- RATING....................................................................................................................................... 62 PUBLIC SALE ............................................................................................................................ 62 OFFICIAL STATEMENT CERTIFICATION ....................................................................... 62 APPENDIX A - Audited Basic Financial Statements of the City for the Fiscal Year Ended December 31, 2020......................................................... A-1 APPENDIX B - Certain Definitions and Document Summaries .............................................B-1 APPENDIX C - Book-Entry Only System ...............................................................................C-1 APPENDIX D - Form of Continuing Disclosure Certificate ................................................... D-1 APPENDIX E - Form of Opinion of Special Counsel ............................................................. E-1 -iv- INDEX OF TABLES NOTE: Tables marked with an (*) indicate Annual Financial Information to be updated pursuant to SEC Rule 15c2 12, as amended. See Appendix D - Form of Continuing Disclosure Certificate. The information to be updated may be reported in any format chosen by the City; it is not required that the format reflected in this Official Statement be used in future years. Further, the budget to actual comparison referenced below is to be satisfied with current year budget information found in the City’s audited financial statements only; no budget documents are required to be filed. Page Sources and Uses of Proceeds....................................................................................................... 18 Schedule of Base Rentals .............................................................................................................. 25 *History of City Sales and Use Tax Collections .......................................................................... 35 Comparison of Monthly Sales Tax Collections ............................................................................ 36 Comparison of Monthly Use Tax Collections .............................................................................. 36 *Ten Largest Sales and Use Tax Generators - 2021 ..................................................................... 37 *Budget to Actual Comparison - City General Fund.................................................................... 38 *General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances ............... 39 2019-2022 Capital Improvements................................................................................................. 47 Combined Statement of Debt as of April 15, 2022 ....................................................................... 49 Base Rentals Payable Pursuant to Other City Lease-Purchase Agreements................................. 50 Population ..................................................................................................................................... 51 Annual Per Capita Personal Income ............................................................................................. 51 Labor Force and Percent Unemployed ......................................................................................... 52 Average Number of Employees within Selected Industries – Larimer County............................ 53 Major Employers in the City of Fort Collins and Surrounding Area ........................................... 54 History of Building Permits Issued in the City of Fort Collins .................................................... 54 History of Foreclosures – Larimer County ................................................................................... 55 OFFICIAL STATEMENT $15,060,000 * CERTIFICATES OF PARTICIPATION, SERIES 2022 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of March 21, 2019, as amended, between U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture, as lessor, and the CITY OF FORT COLLINS, COLORADO, as lessee INTRODUCTION General This Official Statement, including the cover page and appendices, is furnished in connection with the execution, delivery and sale of $15,060,000* aggregate principal amount of Certificates of Participation, Series 2022 (the “2022 Certificates”). The 2022 Certificates evidence proportionate interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of March 21, 2019 (the “Original Lease”), as amended by the First Amendment to Lease Purchase Agreement dated as of [July 21], 2022 (the “First Amendment,” and together with the Original Lease, the “Lease”), between U.S. Bank Trust Company National Association, as successor in interest to U.S. Bank National Association, Denver, Colorado, solely in its capacity as trustee (the “Trustee”) under the Indenture (defined below), as lessor, and the City of Fort Collins, Colorado, as lessee (the “City”). The 2022 Certificates will be executed and delivered pursuant to the terms of an Indenture of Trust executed by the Trustee and dated as of March 21, 2019 (the “Original Indenture”), as amended by the First Supplement to Indenture of Trust dated as of [July 21], 2022 (the “First Supplement,” and together with the Original Indenture, the “Indenture”). Certain of the capitalized terms used herein and not otherwise defined are defined in Appendix B to this Official Statement. The offering of the 2022 Certificates is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the 2022 Certificates. The following introductory material is only a brief description of and is qualified by the more complete information contained throughout this Official Statement. A full review should be made of the entire Official Statement and the documents summarized or described herein, particularly the section entitled “CERTAIN RISK FACTORS.” Detachment or other use of this “INTRODUCTION” without the entire Official Statement, including the cover page and appendices, is unauthorized. The City The City is a political subdivision of the State of Colorado (the “State”) founded in 1864 and incorporated as a statutory town on February 3, 1873. The City became a city of the second class on February 2, 1883, and existed in this form until September 16, 1913, when the City Charter (the “City Charter”) was adopted by a majority of the electors of the City acting * Subject to change. 2 under the provisions of Article XX of the Constitution of the State. On October 5, 1954, the present City Charter was adopted authorizing a council-manager form of government. [The City had an estimated population of 174,836 as of August 2020] and is located approximately 65 miles north of Denver in north central Colorado just west of Interstate 25, the principal route between Denver, Colorado, and Cheyenne, Wyoming. The City is the county seat of Larimer County (the “County”). Colorado State University (the “University”) is located in the City, and students and staff at the University are a significant factor in the City’s economy. See “THE CITY.” Purpose The proceeds from the execution and delivery of the 2022 Certificates will be used to: (i) acquire the real property on which the Hughes Stadium previously existed; (ii) acquire and install certain irrigation improvements for the Southridge Golf Course; (iii) construct and install a fleet maintenance facility; (iv) miscellaneous additional projects that benefit the inhabitants of the City (collectively, the “Project”); and (v) pay the costs of issuing the 2022 Certificates. See “SOURCES AND USES OF FUNDS--The Project.” The 2022 Certificates; Prior Redemption General. The 2022 Certificates are issued solely as fully registered certificates in the denomination of $5,000, or any integral multiple thereof. The 2022 Certificates mature and bear interest (calculated based on a 360-day year consisting of twelve 30-day months) as set forth on the inside cover page hereof. The payment of principal and interest on the 2022 Certificates is described in “THE 2022 CERTIFICATES--Payment Provisions.” The 2022 Certificates initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which is acting as the securities depository for the 2022 Certificates. Purchases of the 2022 Certificates are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the 2022 Certificates. See “THE 2022 CERTIFICATES--Book- Entry Only System.” Redemption Provisions. The 2022 Certificates are subject to optional redemption prior to maturity at the direction of the City as described in “THE 2022 CERTIFICATES-- Redemption Provisions.” At the option of the winning bidder, certain of the 2022 Certificates may also be subject to mandatory sinking fund redemption. See the Notice of Public Sale dated [June 30], 2022. The 2022 Certificates are also subject to extraordinary mandatory redemption upon the occurrence of certain events as described in “THE CERTIFICATES--Redemption Provisions - Extraordinary Mandatory Redemption.” The Leased Property General. In 2019, the City and the Trustee entered into a Site and Improvement Lease dated March 21, 2019 (the “Original Site Lease”), and the Original Lease in order to finance a portion of the costs of improvements to a highway interchange and a portion of the costs of construction of a police training facility (collectively, the “2019 Project”). In connection 3 with the Original Site Lease and the Original Lease, the Trustee executed and delivered $23,865,000 of Certificates of Participation, Series 2019 (the “2019 Certificates”) pursuant to the Original Indenture. The 2019 Certificates are currently outstanding in the principal amount of $21,245,000. The 2019 Certificates and the 2022 Certificates are referred to collectively as the “Certificates.” Pursuant to the Original Site Lease, the City leased to the Trustee the 2019 Sites (defined below) and the premises, buildings and improvements thereon (together, the “2019 Leased Property”). The City and the Trustee will enter into the First Amendment to Site and Improvement Lease dated as of [July 21], 2022 (the “First Site Lease Amendment,” and together with the Original Site Lease, the “Site Lease”). The 2019 Leased Property under the Original Site Lease and the Original Lease consists of the 2019 Site owned in fee title by the City (which consists of two parcels) and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage. Pursuant to the First Site Lease Amendment, real property owned by the City that presently serves as open space (the “2022 Sites”) and any buildings and improvements located thereon (as more particularly described in Exhibit A to the First Amendment to Lease, the “2022 Leased Property,” and together with the 2019 Leased Property, the “Leased Property”), will become part of the Leased Property leased to the Trustee pursuant to the Site Lease and the Lease. Pursuant to the Lease, the City will lease the Leased Property back from the trustee as further described herein. The Leased Property consists of: (i) open space; (ii) the Civic Center Office Building property; (iii) the Civic Center Parking Garage; and (iv) the Sites on which the Buildings are located (together, the 2019 Sites and 2022 Sites are referred to as the “Sites”). Each of the buildings and the Sites are discussed in more detail below. [McKee Parcels of Land / Coyote Ridge Natural Area]. The three McKee parcels of land, along with several other vacant parcels, are part of the Coyote Ridge Natural Area. The McKee parcels are located southwest of the City in unincorporated Larimer County. Each of the three McKee parcels are 320-acre rectangular parcels, and together they comprise a contiguous 960-acre rectangular parcel of land. The City acquired the McKee parcels in 1997 and has used those parcels as open space since acquisition. The McKee parcels do not contain any utilities or improvements. The City obtained an appraisal of the McKee parcels. As of April 20, 2022, the appraised market value of each individual parcel was $3,500,000, and the consolidated 960-acre parcel’s appraised market value was $10,000,000. Civic Center Office Building Property. The Civic Center Office Building (“Civic Center”) is a 71,515 square foot office building located in downtown Fort Collins. The Civic Center serves as the municipal administration building for the City and includes municipal court and administrative uses. The Civic Center was constructed in 2001 and was significantly remodeled in 2010. The Civic Center site consists of 95,793 square feet (2.199 acres) with 45 paved parking spots and bicycle parking. The site is fully landscaped. Civic Center Parking Garage. The Civic Center Parking Garage (the “Garage”) is a 305,572 square foot parking garage building built in 1999, including 15,629 net square feet of retail space fronting on North Mason Street. The Garage is a five-level reinforced concrete structure containing 905 parking spaces. The Garage Site consists of 75,446 square feet, 18,426 of which consists of leased land improved with the retail spaces. The retail spaces and the leased 4 land improved with the retail space (referred to herein as the “Garage Retail”) do not constitute Leased Property. The City has allocated approximately 24.4% of the total value of the Garage and its site to the Garage Retail, resulting in a value of approximately $[__] for the portion of the Garage and its site that constitutes the Leased Property. Release and Substitution of Leased Property. As long as no Lease Event of Default or Event of Nonappropriation has occurred and is continuing, the City has the right to release any portion of the Leased Property and substitute other property in its place after satisfying the conditions set forth in the Lease. See Appendix B - Certain Definitions and Document Summaries--The Lease - Release and Substitution of Leased Property. Security for the Certificates; Termination of Lease General. The Certificates and the interest thereon are payable solely from the Trust Estate, which is comprised primarily of certain revenues (the “Revenues”) received under the Lease, which include: (a) all amounts payable by or on behalf of the City or with respect to the Leased Property pursuant to the Lease including, but not limited to, all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds (all as defined in Appendix B), but not including Additional Rentals; (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund and the Construction Fund created under the Indenture; (c) any moneys which may be derived from any insurance in respect of the Certificates; and (d) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under the Indenture, including the Base Rentals Fund, the Construction Fund and the Costs of Execution and Delivery Fund (except for moneys and securities held in the Rebate Fund or any defeasance escrow account). Under the Indenture, the Trustee, for the benefit of the Owners of the Certificates, is to receive Base Rentals payable by the City under the Lease. The amount and timing of the Base Rentals are designed to provide sufficient money to the Trustee to pay the principal of and interest on the Certificates when due. The Trustee is to deposit to the Base Rentals Fund created under the Indenture all amounts payable by or on behalf of the City or with respect to the Leased Property pursuant to the Lease, including all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds. Neither the Lease nor the Certificates constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, statutory, or Charter debt limitation. Neither the Certificates nor the Lease will directly or indirectly obligate the City to make any payments other than those which may be appropriated by the City for each fiscal year. The Trustee does not have any obligation to and will not make any payments on the Certificates pursuant to the Lease or otherwise. Sources of Payment of Base Rentals. The Certificates and the interest thereon are payable solely from annually appropriated Base Rentals and other Revenues paid by the City under the Lease from any legally available funds of the City and from certain investment earnings and reserves, except to the extent payable from the “Net Proceeds,” which are defined to mean the proceeds of any performance or payment bonds or proceeds of insurance, including self-insurance, required by the Lease or proceeds from any condemnation award, or any proceeds derived from the exercise of any Lease Remedy or otherwise following termination of the Lease 5 by reason of an Event of Nonappropriation or an Event of Lease Default, allocable to the Leased Property, less (a) all related expenses (including, without limitation, attorney’s fees and costs) incurred in the collection of such proceeds or award; and (b) all other related fees, expenses and payments due to the City and the Trustee. See “SECURITY FOR THE CERTIFICATES.” The City currently intends to budget, appropriate and pay the Base Rentals (and Additional Rentals, if any) allocable to the Certificates from legally available funds in its Capital Reserve Fund. Notwithstanding the foregoing, Base Rentals and Additional Rentals may be budgeted, appropriated and paid from any of the City’s available funds in the future, including legally available funds in the General Fund. However, no revenues of the City, including revenues received from the sources described below, are specifically pledged to pay Base Rentals. The major source of the moneys deposited into the City’s General Fund is the City’s base sales and use tax (the “Base Sales and Use Tax”), which is currently imposed at a rate of 2.25%. The City’s overall sales and use tax rate is 3.85%; however, portions of the total Sales and Use Tax are restricted to specific uses and are not deposited into the General Fund. As a result, the major source of legally available revenue is expected to be the Base Sales and Use Tax. See “CURRENT SOURCES OF AVAILABLE REVENUES” for a description of the City’s Sales Tax. With voter approval, the City may increase its sales and/or use tax rates in the future, including the Base Sales and Use Tax. Certain statutory and constitutional limitations limit the amount of Sales and Use Tax the City can collect. See “LEGAL MATTERS--Certain Constitutional Limitations” for a discussion of those limitations. No Reserve Fund. The Certificates will not be secured by a Reserve Fund, although the Indenture provides for the funding of a separate Reserve Fund upon the issuance of Additional Certificates, if required by the supplemental indenture authorizing the Additional Certificates. Termination of Lease; Annual Appropriation. The Lease constitutes a one-year lease of the Leased Property which is annually renewable for additional one-year terms as described in the Lease. The City must take action annually in order to renew the Lease term for another year. If the City fails to take such action, the Lease automatically will be terminated. The City’s decision to terminate its obligations under the Lease will be determined by the failure of the City Council of the City (the “City Council”) to specifically budget and appropriate moneys to pay all Base Rentals and reasonably estimated Additional Rentals for the ensuing Fiscal Year. The City Manager or other officer of the City at any time charged with the responsibility of formulating budget proposals is directed under the Lease to include in the annual budget proposal submitted to the City Council, in any year in which the Lease is in effect, items for all payments required under the Lease for the ensuing Renewal Term until such time, if any, as the City may determine to not renew and terminate the Lease. Notwithstanding this directive regarding the formulation of budget proposals, it is the intention of the City that any decision to effect an appropriation for the Base Rentals and Additional Rentals shall be made solely by the City Council and not by any other official of the City, as further provided in the Lease. If on or before the December 31 prior to the beginning of any Fiscal Year of the City, the City fails to budget and appropriate sufficient funds to pay all Base Rentals and all 6 reasonably estimated Additional Rentals for the coming Fiscal Year, the City will be considered to have terminated the Lease (subject to certain waiver and cure provisions). Upon termination of the City’s obligations under the Lease, the Trustee may proceed to exercise certain remedies under the Site Lease, the Lease and the Indenture, including the lease or sublease of the Leased Property, the sale or assignment of any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property, or one or any combination of the steps described in the Lease. See “CERTAIN RISK FACTORS--Nonappropriation” and “CERTAIN RISK FACTORS--Effect of a Termination of the Lease Term.” See also Appendix B - Certain Definitions and Document Summaries--The Lease - Nonappropriation. The net proceeds resulting from the exercise of any remedies are required to be applied by the Trustee toward the payment of the Certificates. See “THE 2022 CERTIFICATES--Redemption Provisions – Extraordinary Mandatory Redemption.” The Site Lease; Termination of the Site Lease. The Leased Property will be leased by the City to the Trustee pursuant to the Site Lease. At the end of the term of the Site Lease, all right, title and interest of the Trustee, or any sublessee or assignee in and to the Leased Property will vest in the City. The Site Lease will terminate on the earliest to occur of the following: (a) the termination of the Lease Term as provided in the Lease due to the payment of the Purchase Option Price by the City, or upon payment by the City of all Base Rentals and Additional Rentals for the entire Lease Term; or (b) discharge of the Indenture as a result of the fact that all Certificates have been paid or have been deemed to have been paid as provided in the Indenture; or (c) December 31, 20[47]. The Leased Property will no longer be subject to the provisions of the Site Lease, the Lease or the Indenture upon the termination of the Site Lease. See “CERTAIN RISK FACTORS--Limited Duration of Site Lease” and Appendix B - Certain Definitions and Document Summaries--The Site Lease - Site Lease and Term. Release of Portion of Leased Property; Substitution of Leased Property. Pursuant to the Lease, the City may release the individual properties comprising the Leased Property in the order shown in the following table when the principal component of Base Rentals paid by the City, plus the principal amount of any Certificates redeemed through optional redemption, or the total principal amount of Certificates paid or deemed to be paid pursuant to the Indenture equals the amounts shown in the release schedule shown below. Leased Property to be Released: Total Certificate Principal Paid 2022 Leased Property Garage Civic Center When each component of the Leased Property is deemed to have been fully amortized, the Trustee will execute and deliver to the City all documents necessary to convey and transfer the applicable portion of the Leased Property (or any property substituted for that portion of the Leased Property pursuant to the Lease) to the City. Notwithstanding the foregoing, the fair value of the remaining Leased Property must be at least equal to 100% of the aggregate principal amount of the Certificates then Outstanding, as certified to the Trustee by the City. After such release and conveyance, the applicable portion of the Leased Property will no longer be a part of the Leased Property for any purpose of the Lease or the Indenture. See Appendix B - Certain Definitions and Document Summaries - Release of Portions of the Leased Property. 7 In addition, so long as no Event of Default or Event of Nonappropriation has occurred and is continuing, the City shall be entitled to substitute any improved or unimproved real estate in place of the Leased Property after satisfying the conditions set forth in the Lease. See Appendix B - Certain Definitions and Document Summaries--The Lease - Substitution of Leased Property. Purchase Option Price. The City will have the option to purchase all of the Trustee’s leasehold interest in the Leased Property pursuant to the Lease and terminate the Site Lease and the Lease by paying the Purchase Option Price, which is equal to the amount necessary to pay all principal and interest due on all outstanding Certificates and any other amounts necessary to defease and discharge the Indenture, as provided in the Lease. See Appendix B - Certain Definitions and Document Summaries--The Lease - Purchase Option and Conditions for Purchase Option. The Trustee is required to use the Purchase Option Price to pay the principal, interest, and any premium on the Certificates. See “THE CERTIFICATES-- Redemption Provisions.” Additional Certificates. The Indenture permits the issuance of Additional Certificates without notice to or approval of the owners of the outstanding Certificates under the circumstances described in “SECURITY FOR THE CERTIFICATES--Additional Certificates.” Tax Status In the opinion of Butler Snow LLP, Special Counsel, assuming continuous compliance with certain covenants described herein, the portion of the Base Rentals which is designated in the Lease as interest and paid as interest on the 2022 Certificates is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the 2022 Certificates (the “Tax Code”), is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the Certificates. See “TAX MATTERS--Certificates.” Notwithstanding the foregoing, Special Counsel has disclaimed any opinion regarding the tax status of the 2022 Certificates after termination of the Lease. See “CERTAIN RISK FACTORS--Effect of Termination on Exemption from Taxation and on Exemption from Registration, “TAX MATTERS” and Appendix E. Professionals Butler Snow LLP, Denver, Colorado, has acted as Special Counsel to the City in connection with execution and delivery of the 2022 Certificates and has also acted as special counsel to the City in connection with the preparation of this Official Statement. The fees of Butler Snow LLP will be paid only from 2022 Certificate proceeds at closing. Certain legal matters will be passed on for the City by the City Attorney. Hilltop Securities Inc., Denver, Colorado, is acting as the municipal advisor to the City (the “Municipal Advisor”) in connection with the issuance of the 2022 Certificates. See “MUNICIPAL ADVISOR.” The City has appointed U.S. Bank Trust Company National Association, Denver, Colorado, to serve as Trustee. The City’s audited basic financial statements, attached as Appendix A to this Official Statement, have been audited by RSM US LLP, certified public accountants, Denver, Colorado, 8 to the extent and for the period indicated in their report thereon. See “INDPENDENT AUDITORS.” Continuing Disclosure Undertaking The City will execute a continuing disclosure certificate (the “Disclosure Certificate”) at the time of the closing for the 2022 Certificates. The Disclosure Certificate will be executed for the benefit of the beneficial owners of the 2022 Certificates and the City will covenant in the Lease to comply with its terms. The Disclosure Certificate will provide that so long as the 2022 Certificates remain outstanding, the City will provide the following information to the Municipal Securities Rulemaking Board, through the Electronic Municipal Market Access system (“EMMA”): (i) annually, its audited financial statements; (ii) annually, certain financial information and operating data; and (iii) notice of the occurrence of certain listed events; all as specified in the Disclosure Certificate. The form of the Disclosure Certificate is attached hereto as Appendix D. Certain Risks to Owners of the Certificates Certain factors described in this Official Statement could affect the payment of Base Rentals under the Lease and could affect the market price of the Certificates to an extent that cannot be determined at this time. Each prospective investor should read this Official Statement in its entirety to make an informed investment decision, giving particular attention to the section entitled “CERTAIN RISK FACTORS.” Additional Information This introduction is only a brief summary of the provisions of the Certificates, the Indenture, the Lease, the Site Lease and other documents described herein; a full review of the entire Official Statement should be made by potential investors. Brief descriptions of the Project, the Leased Property, the City, the Certificates, the Indenture, the Lease and the Site Lease are included in this Official Statement. All references herein to the Certificates, the Lease, the Site Lease, the Indenture and other documents are qualified in their entirety by reference to such documents. This Official Statement speaks only as of its date and the information contained herein is subject to change without notice. Additional information and copies of the documents referred to herein are available from the City or the Municipal Advisor as follows: City of Fort Collins, Colorado Attention: Chief Financial Officer 215 North Mason, 2nd Floor Fort Collins, Colorado 80522 Telephone: (970) 221-6795 Hilltop Securities Inc. 8055 East Tufts Avenue, Suite 500 Denver, Colorado 80237 Telephone: (303) 771-1678. 9 CERTAIN RISK FACTORS Investment in the Certificates involves certain risks. Each prospective investor in the Certificates is encouraged to read this Official Statement in its entirety and to give particular attention to the factors described below which could affect the payment of rentals under the Lease and could affect the market price or liquidity of the Certificates to an extent that cannot be determined at this time. The factors set forth below are not intended to provide an exhaustive list of the risks associated with the purchase of the Certificates. Nonappropriation Prospective purchasers of the Certificates must look to the ability of the City to pay Base Rentals pursuant to the Lease; such Base Rentals will provide funds for payment of principal and interest on the Certificates. The City is not obligated to pay Base Rentals or Additional Rentals under the Lease unless funds are budgeted and appropriated for such rentals by the City each year. If, prior to December 31 of each year, the City Council does not specifically budget and appropriate amounts sufficient to pay all Base Rentals for the next Fiscal Year, and to pay such Additional Rentals as are estimated to become due for the ensuing Fiscal Year, an “Event of Nonappropriation” occurs. If an Event of Nonappropriation occurs, the City will not be obligated to make payment of the Base Rentals or Additional Rentals which accrue after the last day of the Original or Renewal Term during which such Event of Nonappropriation occurs. Various political, legal and economic factors could lead to the nonappropriation of sufficient funds to make the payments under the Lease, and prospective investors should carefully consider any factors which may influence the budgetary process. There is no assurance that the Council will appropriate sufficient funds to renew the Lease each year and the City has no obligation to do so. In addition, the ability of the City to maintain adequate revenues for its operations and obligations in general (including obligations associated with the Lease) is dependent upon several factors outside the City’s control, such as the economy, collections of Sales Tax and changes in law. See “LEGAL MATTERS--Certain Constitutional Limitations,” “SECURITY FOR THE CERTIFICATES,” and “CITY FINANCIAL OPERATIONS.” The obligation of the City to pay Base Rentals and Additional Rentals is limited to those City funds that are specifically budgeted and appropriated annually by the Council for such purpose. The Lease directs the City Manager (or any other officer at any time charged with the responsibility of formulating budget proposals) to include, in the annual budget proposals submitted to the Council, items for all payments required under the Lease for the ensuing Fiscal Year, until such time (if any) as the Council determines that it will not renew the Lease. The Lease provides that it is the intention of the Council that any decision to renew the Lease is to be made solely by the Council in its absolute discretion and not by any other official of the City. See Appendix B - Certain Definitions and Document Summaries--The Lease - Nonappropriation by the City. Sources of the Base Rentals are Limited. The obligation of the City to pay Base Rentals and Additional Rentals is limited to those City funds that are specifically budgeted and appropriated annually by the City Council for such purpose. The Lease directs the City Manager (or any other officer at any time charged with the responsibility of formulating budget proposals) to include, in the annual budget proposals submitted to the City Council, items for all payments required under the Lease for the ensuing Fiscal Year, until such time (if any) as the City Council 10 determines that it will not renew the Lease. The Lease provides that it is the intention of the City Council that any decision to renew the Lease is to be made solely by the City Council and not by any other official of the City. See Appendix B - Certain Definitions and Document Summaries-- The Lease - Nonappropriation by the City. Effect of a Termination of the Lease Term In the event of termination of the City’s obligations under the Lease upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, the City is required to vacate and surrender the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation or an Event of Lease Default has occurred. If an Event of Lease Default shall have occurred and remain uncured, the Trustee may take any of the following actions: (i) terminate the Lease Term and give notice to the City to vacate and surrender possession of the Leased Property which vacation and surrender the City agrees under the Lease to complete within sixty (60) days from the date of such notice (in the event the City does not vacate and surrender possession on the termination date, the “holdover tenant” provisions of the Lease shall apply); (ii) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property pursuant to the Site Lease; (iii) recover from the City (a) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable under the Lease, during any period in which the City continues to occupy, use or possess the Leased Property; and (b) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable by the City under the Lease during the remainder, after the City vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs; or (iv) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, the Lease and the Indenture. A potential purchaser of the Certificates should not assume that the amount of money received by the Trustee upon the exercise of its rights under the Site Lease, the Lease and the Indenture after a termination of the Lease Term will be sufficient to pay the aggregate principal amount of the Certificates then outstanding plus accrued interest thereon. This may be due to the inability to recover certain of the costs incurred in connection with the issuance of the Certificates. IF THE CERTIFICATES (INCLUDING ADDITIONAL CERTIFICATES) ARE REDEEMED SUBSEQUENT TO A TERMINATION OF THE LEASE TERM FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF AND ACCRUED INTEREST THEREON, SUCH PARTIAL PAYMENT WILL BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE CERTIFICATES PURSUANT TO THE INDENTURE; AND UPON SUCH A PARTIAL PAYMENT, NO OWNER OF ANY CERTIFICATE WILL HAVE ANY FURTHER CLAIMS FOR PAYMENT UPON THE TRUSTEE OR THE CITY. Factors that May Cause Insufficiency of Expected Revenues Economic and Other Factors Beyond the Control of the City. Although the City is not obligated to pay Base Rentals and Additional Rentals from any particular revenue source, it is the current expectation of the City that Base Rentals and Additional Rentals will be paid (to 11 the extent funds are appropriated therefor each year) from revenues in the City’s General Fund. See “CURRENT SOURCES OF AVAILABLE REVENUE.” The primary sources of revenue in the General Fund are derived from the City’s Base Sales and Use Tax. Sales and Use Tax revenues are subject to fluctuation, and may be impacted by adverse changes in national and local economic and financial conditions generally, reductions in the rates of employment and economic growth in the City, the County, the State and the region, a decrease in rates of population growth and rates of residential and commercial development in the City, the County, the State and the region and various other factors. Collections of Sales and Use Tax revenues are also subject to fluctuations in consumer spending. Such fluctuations cause Sales and Use Tax revenues to increase along with the increasing prices brought about by inflation, but also cause collections to be vulnerable to adverse economic conditions and reduced spending. Consequently, the rate of Sales Tax collections can be expected to correspond generally to economic cycles. The City has no control over general economic cycles and is unable to predict what general economic factors or cycles will occur while the Certificates remain outstanding. Existing Use of Property Tax Revenues. Ad valorem property tax revenues are another source of General Fund revenues. However, the majority of property tax revenues (68%) in the General Fund are required to be remitted to the Poudre Fire Authority (“PFA”) pursuant to an agreement between the City and the PFA for firefighting services. The portion of the property tax revenue required to be remitted to the PFA are not legally available to pay Base Rentals under the Lease. Tax Increment Areas. The City has formed an Urban Renewal Authority (the “URA”) which has established several redevelopment areas within the City and has also formed a Downtown Development Authority (the “DDA”). Two of the URA plan areas receive only property tax increment as does the DDA. The third redevelopment area, the Foothills redevelopment area, receives both property tax and sales tax increment for a 25-year period (through 2038). The Foothills plan area was formed in 2013 as part of the redevelopment of the Foothills Mall. The sales tax increment, derived from the Base Sales Tax imposed at a rate of 2.25%, attributable to the Foothills redevelopment area is not available to the City. Although the City Council has not taken action to create a new URA plan area within the City, it may create additional plan areas in the future in accordance with the dictates of State law. It is possible that any new area would receive both property tax and sales tax increment. If additional plan areas are created and sales tax increment financing is authorized for use within such areas, increases in the amount of Sales Tax revenue available to the City will be limited in the future. Existing Obligations Payable from Legally Available Revenues; Future Bonds and Other Obligations. The City has numerous other obligations outstanding that are serviced from the General Fund. Although Sales and Use Tax revenues are not specifically pledged to these obligations, those revenues comprise the vast majority of revenues in the General Fund and are used to pay debt service on various obligations. See “CITY DEBT STRUCTURE” for a description of the obligations payable from legally available revenues in the General Fund. In addition, in connection with the URA’s 2013 issuance of tax increment bonds (the “TIF Bonds”) regarding one of the redevelopment areas described above (the North College 12 Avenue Project), the City has adopted a resolution (the “Moral Obligation Resolution”) in which it declares its present intent to consider the appropriation of funds to replenish the reserve fund for the TIF Bonds to the applicable reserve fund requirement, if necessary. While the City Council has agreed in the City’s Moral Obligation Resolution to consider appropriating money to replenish deficiencies in the reserve fund for the TIF Bonds, the City Council may in its sole discretion determine whether to make such an appropriation, and it is never required to do so. Should the City choose to honor the covenant made in the Moral Obligation Resolution, it is likely that available General Fund revenues (likely Sales Tax revenues) will be used to satisfy the City’s obligation. The TIF Bonds are currently outstanding through December 1, 2029, in the aggregate principal amount of $10,900,000; and the applicable reserve fund requirement is currently $[948,962.50]. The City is a party to agreements pursuant to which it has agreed to rebate Use Tax (along with other development fees) to private parties and performance-based business assistance agreements for purposes of economic development. See Note II(C) in the audited financial statements attached hereto as Appendix A. These agreements are subject to annual appropriation by the City and do not have a pledge on any existing City revenues. The City may enter into additional incentive or business assistance agreements in the future. The City may enter into additional capital leases in the future; if it does so, the rentals due under those leases will also be payable from legally available revenues. Further, the City is authorized to issue bonds secured in whole or in part by its Base Sales and Use Tax after satisfying all legal conditions. Should the City issue bonds secured by the Base Sales and Use Tax, debt service on those bonds will be paid prior to any Base Sales and Use Tax revenues being available to pay Base Rentals or Additional Rentals. The City currently has no plans to issue any bonds secured by its Base Sales and Use Tax. Factors that Could Impact Value of Property if Lease is Terminated General. The City will retain fee simple title to the Leased Property and the Trustee will have a leasehold interest in the Leased Property pursuant to the Site Lease. Upon the termination of the Lease due to an Event of Nonappropriation or a Lease Event of Default, the Trustee will have the right to use and possession of the Leased Property. However, a potential purchaser of the Certificates should not assume that it will be possible for the Trustee to sublease the Leased Property or otherwise sell or dispose of its leasehold interest in the Leased Property, or any portion thereof, for an amount equal to the aggregate principal amount of the Certificates then outstanding plus accrued interest thereon or that such subleasing or disposal can be accomplished in time to pay any installment of principal or interest on the Certificates when due. Valuation of Property. The valuation of each component of the Leased Property is discussed in “INTRODUCTION--The Leased Property.” The valuations are based upon an appraisal of the 2022 Lease Property obtained in 2022 and upon insured values for the 2019 Leased Property. The valuation contained in the appraisal is based upon numerous factors that impact value, including regional and City data, neighborhood data and zoning considerations. The market value of the 2022 Leased Property may have fluctuated since the appraisal was obtained. In any event, the market value of the 2022 Leased Property is an imperfect indicator of the value of the 2022 Leased Property to third parties if an Event of Lease Default or an Event of Nonappropriation occurs. The Trustee is not able to sell the 2022 Leased Property upon the 13 occurrence of an Event of Lease Default or an Event of Nonappropriation and the appraised market value may not be indicative of amounts the Trustee may receive in exercising its remedies under the Lease. There is no assurance that the current level of value of the 2022 Leased Property will continue in the future and there is no guarantee that the Trustee will be able to sublease or otherwise sell or dispose of its leasehold interest in the 2022 Leased Property under the Site Lease in an amount equal to the amount of the outstanding Certificates. The City obtained an appraisal of the McKee parcels. As of April 20, 2022, the appraised market value of each individual parcel was $3,500,000, and the consolidated 960-acre parcel was $10,000,000. No current appraised valuation of the 2019 Leased Property is available. For insurance purposes, the City has assigned a value of $[__] to the Civic Center and a value of $[__] to the Parking Garage; as a result, the total insured value of the 2019 Leased Property is $[__] (excluding contents). Title Restrictions, Zoning and Encumbrances. The Leased Property is subject to various encumbrances, all of which are Permitted Encumbrances for purposes of the Site Lease and the Lease. The ability of third parties to exercise their rights under the Permitted Encumbrances may make the Leased Property less attractive to third parties in the event the Trustee must exercise its remedies under the Lease. There is no guarantee that the Trustee will be able to liquidate its interest in the Leased Property in an amount equal to the amount of the outstanding Certificates (and any Additional Certificates). The general Permitted Encumbrances of the Lease Property are described below. McKee Strips / Coyote Ridge natural Area – [To come]. Civic Center and Garage. Both the Civic Center and the Garage are subject to various utility easements. In addition, the Garage parcel is subject to access easements and easements for operating and maintaining pipes, vents, conduits, wires, trash facilities, doors and windows, signage and utilities for operation of the Garage Retail and maintenance of exterior walls. The Garage parcel is also subject to a party wall agreement with the management of the Garage Retail. Under the management agreement, the City and the Garage Retail management are each responsible for certain maintenance activities and landscaping. Should the Trustee exercise its remedies under the Lease, the Trustee and any third party that assumes the Trustee’s interest in the Leased Property will be required to comply with the terms and responsibilities under the party wall agreement. Compliance with these requirements may make the Garage parcel less appealing to third parties should the Trustee exercise its remedies under the Lease. The Garage is also subject to a Parking Structure License Agreement dated as of August 1, 1998, between the City and the County (the “License Agreement”). The License Agreement is also a Permitted Encumbrance. The County contributed approximately $4.3 million to the original construction of the Garage. In return, the County was granted a license to purchase up to 240 permits annually at rates established by the City; each permit entitles the holder to parking in the Garage in an undesignated space, subject to availability. The City is also required to provide 60 parking spaces for hourly public parking in the Garage. The City is required to provide operation and maintenance of the Garage with the costs being shared equally between the City and the County. The License Agreement expires on July 1, 2040. Should the Trustee exercise its remedies under the Lease, the Trustee and any third party that assumes the Trustee’s interest in the Leased Property will be required to comply with the City’s responsibilities under the License Agreement. Compliance with these requirements may make 14 the Garage parcel less appealing to third parties should the Trustee exercise its remedies under the Lease. Current Zoning of Property. The Leased Property is also subject to present and future zoning requirements or other land use regulations imposed by the City. [McKey Strips / Coyote Ridge Natural Area]. The McKee parcels are zoned in Larimer County’s Rural Residential (RR-2) zone district. The RR-2 district is intended to accommodate rural residential uses, along with compatible agricultural and civic uses. This zone district serves as a transition between rural and urban areas. Development options in RR-2 include conservation development or subdivision depending on the size of property being developed. Limited commercial and industrial uses may also be permitted after approval of a site plan or after special review by the County, depending on the proposed use. Minimum lot sizes are based on the availability of public water and sewer serving the property. Although the McKee Strips were appraised based on the highest and best use of development with residential concepts consistent with Larimer County’s RR-2 zone district, the City acquired the McKee parcels using sales tax revenues from a citizen-initiated sales tax and considers the McKee parcels as part of the larger Coyote Ridge Natural Area. The appraisal states that the most logical highest and best use of the McKee parcels is for preservation in natural uses. The Mckee parcels are not readily developable, the parcels are not connected to any utilities and it may not be possible to entitle and develop the McKee parcels during the term of the Site Lease. Civic Center and Garage. The Civic Center and the Garage are zoned D (Downtown District) and the Civic Center Subdistrict. Certain uses are permitted by right in this Subdistrict, but office use is permitted only after administrative review; other commercial uses are permitted after administrative review or Planning and Zoning Board review. It is possible that current zoning or future zoning changes could limit the alternate uses of the Leased Property absent a zoning change. That requirement could make the Leased Property less attractive to potential users if the Trustee must sublease or otherwise sell or dispose of its leasehold interest in the Leased Property. Zoning and land use regulations in effect in the future may restrict the future uses of the Leased Property. Should that occur, the Leased Property may have less value to third parties than the appraised market value would indicate. Limited Duration of Site Lease The term of the Site Lease is ten years longer than the term of the Certificates. Upon termination of the Lease for any reason (including the occurrence of an Event of Nonappropriation), the Trustee may assign its interest in the Site Lease and may foreclose through the courts on or sell, lease, sublease or otherwise liquidate or dispose of its interest in the Leased Property. The net proceeds received from those activities are to be applied to pay the Certificates. However, due to the limited term of the Site Lease, the Trustee may find it difficult or impossible to locate third parties that are interested in accepting an assignment of the Trustee’s rights in the Leased Property. Further, the limited term of the Site Lease may make it difficult or impossible for the Trustee to collect revenues over the remaining term of the Site Lease that are sufficient to pay the Certificates. 15 Enforceability of Remedies; Liquidation Delays Under the Lease and the Site Lease, the Trustee has the right to take possession of and dispose of the Trustee’s leasehold interest in the Leased Property upon an Event of Nonappropriation or an Event of Lease Default and a termination of the Lease. However, the enforceability of the Lease is subject to applicable bankruptcy laws, equitable principles affecting the enforcement of creditors’ rights generally and liens securing such rights, and the police powers of the City. Because of the use of a portion of the Civic Center building by the City for the public welfare, a court in any action brought to enforce the remedy of the Trustee to take possession of the Leased Property may delay repossession for an indefinite period, even though the City may have terminated the Lease or be in default thereunder. As long as the Trustee is unable to take possession of the Leased Property or any other projects or property which may subsequently be approved in connection with the issuance of Additional Certificates, it will be unable to sublease or otherwise dispose of its leasehold interests in the Leased Property as permitted under the Site Lease and the Indenture or to redeem or pay the Certificates except from funds otherwise available to the Trustee under the Indenture. See “SECURITY FOR THE CERTIFICATES.” No Reserve Fund No reserve fund secures the Certificates. Effect of Termination on Exemption from Taxation and on Exemption from Registration Special Counsel has specifically disclaimed any opinion as to the effect that termination of the Lease may have upon the treatment for federal or State income tax purposes of amounts received by the registered owners of the 2022 Certificates. There is no assurance that any amounts representing interest received by the registered owners of the 2022 Certificates after termination of the Lease as a consequence of an Event of Nonappropriation or an Event of Default will be excludable from gross income under federal or State laws. In view of past private letter rulings by the United States Department of Treasury, registered owners of the 2022 Certificates should not assume that payments allocable to interest received from the 2022 Certificates would be excludable from gross income for federal or State income tax purposes. In the event of a termination of the City’s obligations under the Lease, there is no assurance that Owners of 2022 Certificates would be able to transfer their interests without compliance with federal securities laws. Condemnation Risk In the mid-1990’s, the City of Sheridan, Colorado (“Sheridan”) exercised its eminent domain powers to acquire an administration building it previously had leased under an annually terminable lease purchase agreement. Sheridan sought to use its condemnation power to acquire the property at a fraction of the remaining lease payments (which would be paid to owners of certificates of participation in Sheridan’s lease). Sheridan’s condemnation suit was successful; however, Sheridan was unable to pay the court-determined amount representing the value of the property and eventually vacated the building in favor of the trustee. Sheridan eventually reached a settlement with the trustee and reacquired possession of the building from the trustee. Pursuant to this settlement, certificate holders reportedly received less than half of the amounts due them under the certificates. The City considers the occurrence of a situation 16 such as the one described above to be unlikely; however, there is no assurance that the Leased Property (or portions thereof) would not be condemned in the future. Casualty Risk If all, substantially all, or any portion of the Leased Property is damaged or destroyed by any casualty, there is no assurance that casualty insurance proceeds and other available monies of the City will be sufficient either to repair or replace the damaged or destroyed property or to pay all the outstanding Certificates, if the Certificates are called for mandatory redemption as a result of such casualty. See “THE 2022 CERTIFICATES-- Redemption Provisions.” Although the City believes its casualty insurance coverages are adequate, there is no assurance that such damage or destruction would not have a material adverse effect on the ability of the City to make use of the Leased Property. Delays in the receipt of casualty insurance proceeds pertaining to the Leased Property or delays in the repair, restoration or replacement of property damaged or destroyed also could have an adverse effect upon the ability of the City to make use of the Leased Property or upon its ability to make timely payment of rental payments under the Lease. Insurance Risk The Lease requires the City to provide casualty, public liability and property damage insurance for the Leased Property in an amount equal to the estimated replacement cost of the Leased Property. The insurance policy or policies may have a deductible clause in an amount deemed reasonable by the City Council. Pursuant to the Lease, if the City insures against similar risks by self-insurance, the City may, at its election, provide for public liability insurance in connection with the Leased Property partially or wholly by means of an adequate self- insurance fund. Such a self-insurance fund (if established) would likely be funded annually by appropriation, and there is no assurance that such fund will at any time be adequately funded. The City currently self-insures for property and casualty coverage, including the Leased Property. There is no guarantee that the City will be able to maintain sufficient self- insurance reserves or, in the alternative, be able to acquire sufficient commercial casualty insurance at reasonable prices in the future. See “RISK MANAGEMENT--City Insurance Coverage.” There is also no assurance that, in the event the Lease is terminated as a result of damage to or destruction or condemnation of the Leased Property, moneys made available from the City’s insurance by reason of any such occurrence will be sufficient to redeem the Certificates at a price equal to the principal amount thereof outstanding plus accrued interest to the redemption date. See “THE 2022 CERTIFICATES--Redemption Provisions.” 17 Future Changes in Laws Various State laws and constitutional provisions apply to the imposition, collection, and expenditure of sales taxes and other revenues, and the operation of the City. There is no assurance that there will not be any change in, interpretation of, or addition to the applicable laws, provisions, and regulations which would have a material effect, directly or indirectly, on the affairs of the City and the imposition, collection, and expenditure of its revenues. Such changes could include, but are not limited to, future restrictions on real estate development and growth in the City and State law changes in the items subject to sales taxes or exemptions therefrom. Forward-Looking Statements This Official Statement contains statements relating to future results that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words “estimate,” “forecast,” “intend,” “expect” and similar expressions identify forward-looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward looking statements and actual results. Those differences could be material and could impact the availability of Revenues available to pay Base Rentals and Additional Rentals under the Lease. Secondary Market No assurance can be given concerning the future existence of a secondary market for the 2022 Certificates or its maintenance by the Initial Purchaser or others, and prospective purchasers of the 2022 Certificates should therefore be prepared to hold their 2022 Certificates to maturity. 18 SOURCES AND USES OF FUNDS Sources and Uses of Proceeds The City expects to apply the proceeds of the 2022 Certificates as shown below: Sources and Uses of Proceeds Amount Sources of Funds Par amount of the 2022 Certificates .............................. Plus/(less): net original issue premium/(discount) ........ Total: ....................................................................... Uses of Proceeds The Project ..................................................................... Costs of issuance (including underwriting discount ) .... Total: ....................................................................... __________________ Source: The Municipal Advisor. The Project General. The net proceeds of the 2022 Certificates are expected to be used to: (i) acquire the real property on which the Hughes Stadium previously existed; (ii) acquire and install certain irrigation improvements for the Southridge Golf Course; (iii) construct and install a fleet maintenance facility; (iv) miscellaneous additional projects that benefit the inhabitants of the City (collectively, the “Project”); and (v) pay the costs of issuing the 2022 Certificates. The Project is discussed in more detail below. While the Council currently expects the majority of the proceeds to be used for the Project, it may, in its sole discretion, use the net proceeds to fund any eligible capital cost in addition to, or in lieu of, the Project described below. Hughes Stadium Property Acquisition. Currently, Colorado State University (“CSU”) owns the 161-acre property on which the Hughes Stadium previously existed. A citizen-initiated ballot measure passed during the election held in April 2021, and that measure directed the City to rezone the parcel to the Public Open Lands zone district. It also directed the City to acquire the property for fair market value so that it may be used for parks, recreation, and open lands, natural areas, and wildlife rescue and restoration, and further prohibits the City from de-annexing, ceasing acquisition efforts or subsequently rezoning the property without voter approval of a separate initiative referred to the voters by the Council. The property was rezoned on May 18, 2021, and the City and CSU are negotiating the purchase of land. Southridge Golf Course Irrigation Improvements. [to come]. Fleet Maintenance Facility. [to come] 19 THE 2022 CERTIFICATES General The 2022 Certificates are issuable as fully registered certificates and initially will be registered in the name of “Cede & Co.,” as nominee for DTC, the securities depository for the Certificates. Purchases by Beneficial Owners of the 2022 Certificates are to be made in book- entry only form. Payments to Beneficial Owners are to be made as described in “Book-Entry Only System” and Appendix C. The 2022 Certificates are dated the date of their execution and delivery, and bear interest (calculated based on a 360-day year consisting of twelve 30-day months) from such date to maturity payable semiannually on June 1 and December 1 (each an “Interest Payment Date”), commencing [December 1, 2022]. The 2022 Certificates mature on the dates and in the amounts and bear interest at the rates set forth on the inside cover page of this Official Statement. Payment Provisions Except for any 2022 Certificates for which DTC is acting as depository or for an Owner of $1,000,000 or more in aggregate principal amount of 2022 Certificates, the principal of, premium, if any, and interest on all Certificates shall be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any 2022 Certificates for which DTC is acting as depository, the principal of, premium, if any, and interest on such 2022 Certificates shall be payable as directed in writing by DTC. In the case of an Owner of $1,000,000 or more in aggregate principal amount of 2022 Certificates, the principal of, premium, if any, and interest on such 2022 Certificates shall be payable by wire transfer of funds to a bank account, located in the United States, designated by the Certificate Owner in written instructions to the Trustee. Interest shall be paid to the Owner of each 2022 Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the last day of the calendar month (whether or not a Business Day), next preceding an interest payment date (the “Regular Record Date”), irrespective of any transfer of ownership of 2022 Certificates subsequent to the Regular Record Date and prior to such Interest Payment Date, or on a special record date, which shall be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of 2022 Certificates subsequent to such special record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by first class mail postage prepaid at least ten days prior to the special record date, to the Owner of each 2022 Certificate upon which interest will be paid, determined as of the close of business on the day preceding the giving of such notice. Notwithstanding the foregoing, payments of the principal of and interest on the 2022 Certificates will be made directly to DTC or its nominee, Cede & Co., by the Paying Agent, so long as DTC or Cede & Co. is the registered owner of the 2022 Certificates. Disbursement of such payments to DTC’s Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and the Indirect Participants, as more fully described herein. See “Book-Entry Only System” below. 20 Redemption Provisions Optional Redemption. The 2022 Certificates maturing on or before December 1, 20[__], are not subject to redemption prior to their respective maturity dates. The 2022 Certificates maturing on and after December 1, 20[__], are subject to redemption prior to their respective maturity dates at the option of the City, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as are selected by the City and by lot within a maturity (giving proportionate weight to Certificates in denominations larger than $5,000), on December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount of the 2022 Certificates so redeemed plus accrued interest to the redemption date without a premium. In the case of a Prepayment in part of Base Rentals under the Lease, the Trustee shall confirm that the revised Base Rentals Schedule to be provided by the City Representative pursuant to the Lease sets forth Principal Portions and Interest Portions of Base Rentals that are equal to the principal and interest due on the 2022 Certificates that remain Outstanding after such Optional Redemption. For such confirmation, the Trustee may rely on a certification of the City Representative or other person as provided in the Indenture. Mandatory Sinking Fund Redemption. At the option of the winning bidder, certain of the 2022 Certificates may also be subject to mandatory sinking fund redemption. Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of: (a) an Event of Nonappropriation, or (b) an Event of Lease Default, or (c) in the event that (1) all or a portion of the Leased Property is damaged or destroyed in whole or in part by fire or other casualty, or (2) title to, or the temporary or permanent use of, all or a portion of the Leased Property has been taken by eminent domain by any governmental body, or (3) breach of warranty or any material defect with respect to all or a portion of the Leased Property becomes apparent, or (4) title to or the use of all or a portion of the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, are insufficient to pay in full, the cost of repairing or replacing such Leased Property, and the City does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to the Indenture for such purpose, then the Certificates are required to be called for redemption. If called for redemption, as described herein, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds as described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as provided in the Indenture, without any further demand or notice, exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates shall be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Certificates. 21 If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys must be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys must be paid to the City as an overpayment of the Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee is entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES (INCLUDING ANY ADDITIONAL CERTIFICATES) ARE REDEEMED FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT IS DEEMED TO CONSTITUTE REDEMPTION IN FULL OF THE CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES HAS ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE CITY. Notwithstanding the provisions described above or any other provisions to the contrary in the Lease or the Indenture, if the Net Proceeds resulting from the exercise of such Lease Remedies are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as to fees, costs and expenses as provided in the Indenture, shall, determine that the Certificates shall not be subject to extraordinary mandatory redemption as described above, in which event the Trustee will not apply any Net Proceeds or other available moneys to the redemption of any Certificates prior to their respective maturity dates. In such event, the Trustee shall (a) allocate such Net Proceeds (together with any other available moneys held under this Indenture), proportionately among all Outstanding Certificates, and (b) apply such allocation of Net Proceeds to the payment of the principal of and interest on the Certificates on the regularly scheduled maturity and Interest Payment Dates of the Certificates. Partial Redemption. If less than all of the Certificates are to be redeemed, the Certificates are to be redeemed only in integral multiples of $5,000. The Trustee is to treat any Certificates of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificates by $5,000. Upon surrender of any Certificates for redemption in part, the Trustee is to execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificate or Certificates of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Notice of Redemption. Whenever Certificates are to be redeemed, the Trustee is required to, not less than thirty and not more than sixty days prior to the redemption date (except for Extraordinary Mandatory Redemption notice which is required to be immediate), mail notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by first class mail, postage prepaid, or in the event that the Certificates to be redeemed are registered 22 in the name of DTC, such notice may, in the alternative, be given by electronic means in accordance with the requirements of DTC. Any notice of redemption is to (1) be given in the name of the Trustee, (2) identify the Certificates to be redeemed, (3) specify the redemption date and the redemption price, (4) in the event of optional redemption, state that the City has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease, (5) state that such redemption is subject to the deposit of the funds related to such option by the City on or before the stated redemption date and (6) state that on the redemption date the Certificates called for redemption will be payable at the corporate trust office of the Trustee and that from that date interest will cease to accrue. The Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Certificates Owners, provided that any such notice is required to state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established under the Indenture. Any notice of optional redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Certificates so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the owners of the Certificates called for redemption in the same manner as the original redemption notice was given. Redemption Payments. On or prior to the date fixed for redemption, funds shall be deposited with the Trustee to pay the Certificates called for redemption, together with accrued interest thereon to the redemption date, and any required premium. Upon the giving of notice and the deposit of such funds as may be available for redemption pursuant to the Indenture (which, in certain cases as set forth above may be less than the full principal amount of the Outstanding Certificates and accrued interest thereon to the redemption date), interest on the Certificates or portions thereof thus called shall no longer accrue from and after the date fixed for redemption. Tax Covenants In the Lease, the City covenants for the benefit of the Owners of the 2022 Certificates that it will not take any action or omit to take any action with respect to the 2022 Certificates, the proceeds thereof, any other funds of the City or any facilities financed or refinanced with the proceeds of the 2022 Certificates (except for the possible exercise of the City’s right to terminate the Lease as provided therein) if such action or omission (i) would cause the interest on the 2022 Certificates to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, or (ii) would cause interest on the 2022 Certificates to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause interest on the 2022 Certificates to lose its exclusion from Colorado taxable income or to lose its exclusion from Colorado alternative minimum taxable income under present Colorado law. Subject to the City’s right to terminate the Lease, the foregoing covenant shall remain in full force and effect, notwithstanding the payment in full or defeasance of the 2022 Certificates, until the date on which all obligations of the City in fulfilling the above covenant under the Tax Code and Colorado law have been met. In addition, the City covenants that its direction of investments pursuant to the Indenture shall be in compliance with the procedures established by the Tax Compliance Certificate entered into by the City with respect to the Lease (the “Tax Certificate”) to the extent 23 required to comply with its covenants described in the previous paragraph. The City further agrees in the Lease that, to the extent necessary, it will, during the Lease Term, pay to the Trustee such sums as are required for the Trustee to pay the amounts due and owing to the United States Treasury as rebate payments. Any payments pursuant to the foregoing sentence shall be Additional Rentals for all purposes of the Lease. Defeasance and Discharge When the principal or redemption price (as the case may be) of, and interest on, all the Certificates executed and delivered hereunder have been paid or provision has been made for payment of the same (or, in the case of redemption of the Certificates as described in “Redemption Provisions--Extraordinary Mandatory Redemption” above, if full or partial payment of the Certificates and interest thereon is made as described), and all other sums payable hereunder relating to the Certificates, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Trustee to the Owners shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall (1) release the Site Lease and transfer and convey the Trustee’s leasehold interest in the Leased Property to the City as provided by the Lease, (2) release the Lease and the Indenture, (3) execute such documents to evidence such releases as may be reasonably required by the City, and (4) turn over to the City all balances then held by the Trustee in the Funds or Accounts hereunder except for amounts held in the Rebate Fund or any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Certificates, the particular Certificates (or portion thereof) for which provision for payment shall have been considered made shall be selected by the City. Provision for the payment of all or a portion of the Certificates shall be deemed to have been made when the Trustee holds in the Base Rentals Fund, or there is on deposit in a separate escrow account or trust account held by a trust bank or escrow agent, either moneys in an amount which shall be sufficient, and/or Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, concurrently deposited in trust, shall be sufficient to pay when due the principal of, premium, if any, and interest due and to become due on said Certificates on and prior to the redemption date or maturity date thereof, as the case may be. Prior to any discharge of the Indenture as described above or the defeasance of any Certificates pursuant to the provisions described above becoming effective, there shall have been delivered to the Trustee a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the applicable Certificates in full on the maturity or redemption date thereof unless fully funded with cash. At such time as any Certificate shall be deemed paid as described above, such Certificate shall no longer be secured by or entitled to the benefits of the Indenture, the Lease or the Site Lease, except for the purpose of exchange and transfer and any payment from such cash or Federal Securities deposited with the Trustee. Book-Entry Only System The 2022 Certificates will be available only in book-entry form in the principal amount of $5,000 or any integral multiples thereof. DTC will act as the initial securities depository for the 2022 Certificates. The ownership of one fully registered 2022 Certificate for each maturity of each series as set forth on the inside cover page of this Official Statement, each 24 in the aggregate principal amount of such maturity, will be registered in the name of Cede & Co., as nominee for DTC. See Appendix C--Book-Entry Only System. SO LONG AS CEDE & CO., AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE 2022 CERTIFICATES, REFERENCES IN THIS OFFICIAL STATEMENT TO THE OWNERS OR REGISTERED OWNERS OF THE 2022 CERTIFICATES WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS. Neither the City nor the Trustee will have any responsibility or obligation to DTC’s Participants or Indirect Participants, or the persons for whom they act as nominees, with respect to the payments to or the providing of notice for the DTC Participants, the Indirect Participants or the beneficial owners of the 2022 Certificates as further described in Appendix C to this Official Statement. 25 BASE RENTALS SCHEDULE The following table sets forth the schedule of Base Rentals due pursuant to the Lease in each year, including the Principal Component and the Interest Component related to the 2022 Certificates and the total Base Rentals related to the 2019 Certificates. The City has other obligations (including two additional lease-purchase agreements) which are also payable from legally available revenues. The base rentals owed under the two prior lease-purchase agreements are set forth in “CITY DEBT STRUCTURE.” Schedule of Base Rentals(1)(2)* The 2022 Base Rentals* 2019 Total Base Calendar Year Principal Component Interest Component Total Base Rentals Total Base Rentals Rentals Under the Lease 2022 -- $1,687,181 2023 $955,000 1,689,181 2024 1,000,000 1,688,931 2025 1,055,000 1,686,431 2026 1,105,000 1,686,681 2027 1,155,000 1,689,431 2028 1,220,000 1,689,431 2029 1,285,000 1,686,681 2030 1,345,000 1,688,281 2031 1,415,000 1,687,881 2032 1,485,000 1,685,481 2033 560,000 1,689,681 2034 585,000 1,687,531 2035 610,000 1,689,181 2036 630,000 1,687,619 2037 655,000 1,689,650 2038 -- 1,688,138 Total $15,060,000 $28,697,391 (1) Totals may not add due to rounding. (2) The Base Rentals are due semi-annually on May 15 and November 15 of each year that the Lease remains in effect. The Trustee will use the Base Rentals to pay the principal and interest due on the Certificates on June 1 and December 1 of each year. Source: The Municipal Advisor. * Subject to change. 26 SECURITY FOR THE CERTIFICATES General Each Certificate evidences a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease and the Indenture. Under the Site Lease, the Leased Property has been leased by the City to the Trustee, and under the Lease, the Leased Property has been leased by the Trustee back to the City and the City has agreed to pay directly to the Trustee, Base Rentals in consideration of the City’s right to possess and use the Leased Property. Certain Revenues, including Base Rentals, are required under the Indenture to be distributed by the Trustee for the payment of the Certificates and interest thereon. The Lease is subject to annual appropriation, non-renewal and, in turn, termination by the City. The execution and delivery of the Certificates does not directly or contingently obligate the City to make any payments beyond those appropriated for the City’s then current Fiscal Year. As more fully described under the caption “CERTAIN RISK FACTORS,” the Lease is subject to renewal on an annual basis at the option of the City. The Lease Term and the schedule of payments of Base Rentals are designed to produce moneys sufficient to pay the Certificates and interest thereon when due (if the City elects not to terminate the Lease prior to the end of the Lease Term). The Certificates shall not constitute a mandatory charge or requirement of the City in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the City or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City, within the meaning of any constitutional, home rule charter or statutory debt provision or limitation. No provision of the Certificates shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the City within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates does not directly or indirectly obligate the City to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the City’s then current Fiscal Year. Base Rentals and Additional Rentals may be paid from any lawfully available City monies appropriated for that purpose. See “CITY FINANCIAL OPERATIONS.” In the event of termination of the City’s obligations under the Lease upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, the City is required to vacate and surrender the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation or an Event of Lease Default has occurred. If an Event of Lease Default occurs and remains uncured, the Trustee may take any of the following actions: (i) terminate the Lease Term and give notice to the City to vacate and surrender possession of the Leased Property which vacation and surrender the City agrees under the Lease to complete within sixty (60) days from the date of such notice; (ii) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property; (iii) recover from the City (a) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable under the Lease, during any period in which the City continues to occupy, use or possess the Leased Property; and (b) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable by the City under the Lease during the 27 remainder, after the City vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs; or (iv) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, the Lease and the Indenture. In the event the City does not vacate and surrender possession on the termination date, the “holdover tenant” provisions of the Lease apply. Additional Certificates So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more series of Additional Certificates may be executed and delivered upon the terms and conditions set forth in the Indenture. The principal of any Additional Certificates shall mature on December 1 and the interest payment dates therefore shall be the same as the interest payment dates for the Certificates; otherwise the times and amounts of payment of Additional Certificates shall be as provided in the supplemental ordinance or indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Certificates, to provide moneys to pay any one or more of the following: (a) the costs of acquiring, constructing, improving, installing, and equipping any additional improvements or capital projects for the City, or a New Facility, or of acquiring a Site for any capital project or New Facility (and costs reasonably related thereto; (b) the costs of completing the Project or making, at any time or from time to time, such substitutions, additions, modifications and improvements for or to the Leased Property as the City may deem necessary or desirable, and as in accordance with the provisions of the Lease; or (c) for the purpose of refunding or refinancing all or any portion of Outstanding Certificates. In such case, the Costs of Execution and Delivery of the Additional Certificates, the amount to be deposited to a separate reserve fund, if any, for such Additional Certificates, or the costs of acquiring a Qualified Surety Bond, if any, and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. Each of the Additional Certificates issued pursuant to the Indenture will evidence a proportionate interest in the rights to receive Revenues under the Indenture and shall be ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates that may be executed and delivered in the future, if any. 28 CURRENT SOURCES OF AVAILABLE REVENUE General Although no particular funds or sources of revenue are pledged to make payments under the Lease, the City currently intends to budget, appropriate and pay the Base Rentals (and Additional Rentals, if any) allocable to the 2022 Certificates from its General Fund and its Natural Areas Fund, which is funded with a [.25]% sales tax. Notwithstanding the foregoing, such Base Rentals and Additional Rentals may be budgeted, appropriated and paid from any of the City’s available funds in the future. The City’s overall financial operations, budgeting process and information and historical General Fund financial statement comparisons are discussed in “CITY FINANCIAL OPERATIONS.” Sources of General Fund Revenues Sales and Use Tax revenues comprise the largest of the City’s General Fund revenues, accounting for approximately [55]% of General Fund revenues in fiscal year 2021 (unaudited). The Sales Tax is described in more detail below. Other sources of revenue in the General Fund include: franchise taxes, sidewalk and special assessments; license and permit revenues; intergovernmental revenues; charges for services; fines and forfeits; investment income; contributions; and miscellaneous other income. Collection and Enforcement of the City Sales and Use Tax The following discussion includes information with respect to the imposition, collection and administration of the City’s Sales Tax. Licensing. A sales/use tax license is required in order to engage in the business of selling at retail tangible personal property and taxable services and to use, store, distribute or consume any tangible personal property or taxable services subject to the City Sales Tax Ordinance. As of February 2022, there were 14,429 active sales and use tax licenses. Authority for Imposition of Sales and Use Tax. The City’s Sales and Use Tax currently is imposed at a rate of 3.85%, except that the amount of Use Tax levied on manufacturing equipment is 3% of the purchase price. With voter approval, the City may increase its sales and/or use tax rates in the future, including the Base Sales and Use Tax, or extend expiring taxes. See “LEGAL MATTERS--Certain Constitutional Limitations.” The ordinances enacting the Sales Tax have been codified as Section 25, Article III of the Fort Collins Revised Municipal Code (the “City Sales Tax Ordinance”). The imposition, collection and enforcement of the Sales and Use Tax is governed by the City Sales Tax Ordinance, which declares the sale or use of tangible personal property, or of certain services, to be a taxable privilege. Notwithstanding the foregoing, certain portions of the City Sales and Use Tax are restricted to specific uses. The revenues received from those restricted Sales and Use Taxes may not be available to pay Base Rentals under the Lease. The unrestricted portion of the City Sales and Use Tax is imposed at a rate of 2.25%. The remainder of the Sales and Use Tax is restricted 29 as follows: street improvements - 0.25% (sunsets in 2025); Community Capital Improvement Program (specified capital projects) - 0.25% (sunsets in 2025); open space - 0.25% (sunsets in 2030); and Keep Fort Collins Great revenue replacement - .25% (sunsets in 2030) with a .6% permanent sales tax increase (the original Keep Fort Collins Great program sunset in 2020). Overlapping Sales Taxes. The total sales tax rate currently in effect within the City’s boundaries is 7.55%, comprised of the City Sales Tax of 3.85%, the State’s 2.9% sales tax, and the County’s 0.8% sales tax. Sales Tax - General. The City’s Sales Tax is levied on the full purchase price paid or charged for tangible personal property and taxable services sold or purchased at retail by every person exercising a taxable privilege in the City by the sale or purchase of such property and services. The Sales Tax is levied on all sales and purchases of tangible personal property or taxable services except those specifically exempted and is collected by the retailer and remitted to the City. Property and Services Subject to the Sales Tax. The Sales Tax applies, without limitation, as follows: (1) On the purchase price paid or charged for all sales and purchases of tangible personal property at retail, regardless of whether such property has been included in a previous taxable transaction; (2) On the total amount due under a lease or contract when the right to possession or use of tangible personal property is granted therein and such transfer of possession would be taxable under the City Sales Tax Ordinance if an outright sale were made; (3) In the case of retail sales involving the exchange of property, on the purchase price paid or charged, including the fair market value of the property exchanged at the time and place of the exchange, excluding, however, from the consideration or purchase price, the fair market value of the exchanged property, provided that such exchanged property is to be sold in the usual course of the vendor’s business; (4) Upon telecommunication services, including carrier access services, whether furnished by public or private corporations or enterprises, for all intrastate telecommunication services originating from or received on telecommunication equipment in the City if the charge for the service is billed to a person in the City or billed to an affiliate or division of such person in the City on behalf of a person in the City; (5) Upon carrier access services, whether furnished by public or private corporations or enterprises, for all interstate telecommunication services originating from or received on telecommunication equipment in the City if the charge for the service is billed to a person in the City or billed to an affiliate or division of such person in the City on behalf of a person in the City; (6) Upon gas and electric service, whether furnished by municipal, public or private corporations or enterprises, for gas and electricity furnished and sold for domestic and commercial consumption and not for resale and upon steam when consumed or used by the purchaser and not resold in original form, whether furnished or sold by public or private corporations or enterprises; (7) Upon the entire amount charged to any person or persons for lodging services; (8) Upon the amount paid for all prepared food or food for immediate consumption; (9) Upon the purchase price paid for any automotive vehicle, whether new or used, purchased inside or outside the City by a resident of the City or for a business located in the City for use or storage in the City. The tax shall be paid prior to or at the time the title and registration for the vehicle are issued by the County Clerk, whichever occurs first; (10) Upon television and entertainment services; (11) Upon all sales of preprinted newspaper supplements; and (12) Upon the purchase price paid for food, but only at the tax rate of two and twenty-five hundredths (2.25) percent of the purchase price. Remittance of Sales Tax. The Sales Tax is imposed upon the purchaser of the personal property or service; however, the duty to collect and remit the Sales Tax to the City 30 is imposed upon the seller under penalties for failure to do so as prescribed in the City Sales Tax Ordinance. Every retailer shall file a tax return each month with the Financial Officer on or before the twentieth day of each month for the preceding month and simultaneously remit the tax due to the Financial Officer. The burden of proving that any retailer is exempt from collecting or paying Sales Tax shall be on the retailer under such reasonable requirements of proof as the Financial Officer may prescribe. The Financial Officer may authorize a retailer to remit the sales tax on a basis other than an accrual basis pursuant to the written request of the retailer. If any amount of Sales Tax is not remitted on or before the date due, penalties and interest as set forth in the City Sales Tax Ordinance shall be paid by the retailer for the period from the date due to the date paid. Exemptions from Sales Tax. The following shall be exempt from the Sales Tax: (1) All sales of automotive vehicles properly titled and registered to an address outside the City; (2) All sales of tangible personal property if all of the following conditions exist: (a) The sales are to those who reside or do business outside the City; (b) The articles purchased are to be delivered to the purchaser outside the City by common carrier or by the conveyance of the retailer or by mail; and (c) The articles purchased and delivered are used outside the City; (3) All sales of gasoline or motor fuel which are taxed under the provisions of Title 39, Article 27, C.R.S.; (4) All sales of goods manufactured in the City and sold by the manufacturer thereof directly to the ultimate consumer when delivery of such goods is made by common, contract or commercial carrier or by conveyance of the vendor or the purchaser to a point outside the City for use outside the City; (5) All sales to the United States or the State, or departments, institutions or political subdivisions thereof, and all sales to the City and any department thereof, provided that such purchases are supported by official government purchase orders or charged to the governmental entity’s credit card account and are paid for by draft or warrant drawn on the governmental entity’s bank account or such purchases are made pursuant to a written agreement with the governmental entity in which the purchaser is to make such purchases on behalf of the governmental entity; (6) All sales to charitable organizations of tangible personal property or taxable services to be used in the conduct of the organization’s regular activities to foster its religious or other expressed charitable purpose, provided that the organization obtains from the City an exempt organization license pursuant to the City Sales Tax Ordinance and presents the license to the vendor at the time of the sale; (7) All sales which the City is prohibited from taxing under the Constitution or laws of the United States or the Colorado Constitution; (8) All sales and purchases of neat cattle, sheep, lambs, swine and goats; all sales and purchases of mares and stallions for breeding purposes; and all farm close-out sales; (9) All sales of drugs dispensed in accordance with a prescription, all sales of prescription drugs for animals (except prescription pet food), all sales of prosthetic devices and all sales of medical supplies; (10) All sales of cigarettes; (11) All charges for lodging services pursuant to a written lease for a period of thirty (30) consecutive days or more; (12) All sales of tangible personal property to a public utility doing business both within and without the City, for use in such business operations outside the City, even though delivery is made in the City; (13) All sales of tangible personal property through a coin-operated device; provided, however, that the owner of such device shall pay a tax in the amount stated in the City Sales Tax Ordinance on the value of the tangible personal property sold in excess of ten cents ($0.10) per item so vended in the coin-operated device unless the sale shall be otherwise exempt as provided in this Article; (14) All sales of farm machinery for use in farming operations and all sales of farm machinery parts for use in farming operations; provided, however, that this exemption for farm machinery parts shall not apply in the case of repairs 31 performed or parts installed on farm machinery in the City. Trucks having a manufacturer’s rated capacity of one (1) ton or less shall not be considered farm machinery for the purposes of this Section. Nothing herein contained shall be construed to limit any other exemption contained in the City Sales Tax Ordinance; (15) All sales of feed and feed supplements and drugs for livestock or poultry and all sales and purchases of seeds, plants and fertilizers when such sales are made for farm operations; (16) All sales of construction materials if such materials are picked up by the purchaser and if the purchaser of such materials presents to the vendor a building permit or other documentation acceptable to the City evidencing that a local sales or use tax has been paid or is required to be paid; (17) All sales of tangible personal property or taxable services which transaction was previously subjected to a sales or use tax lawfully imposed on the purchaser or user by another municipality in the State at a rate equal to or greater than the rate stated in the City Sales Tax Code and such tax was collected. If the rate of the sales tax paid to such municipality is less than the rate stated in the City Sales Tax Code, the difference between the tax due under the City Sales Tax Code and the tax paid previously shall be remitted to the Financial Officer; (18) All occasional sales (as defined in the City Sales Tax Code); (19) All sales of commercial packaging materials, and commercial shipping materials; (20) All sales of newsprint and printers’ ink used to print newspapers and all sales and purchases of newspapers; (21) All sales of tangible personal property purchased in order to be sold at retail in the City either in its original form or as an ingredient of a manufactured or compounded product, in the regular course of business; (22) All sales of tangible personal property to a person engaged in the business of manufacturing or compounding for sale, profit or use of any product, which tangible personal property becomes an ingredient or component part of the product which is manufactured or compounded; (23) All sales of fuel for use in a continuing activity of producing tangible personal property or taxable services, including, but not limited to, processing, manufacturing, mining, refining, irrigation, telecommunication services and street and railroad transportation services; and (24) All sales of automotive vehicles and parts and accessories therefor when used or engaged in interstate commerce. The sale of food is exempt from taxation under the City Sales Tax Ordinance as provided below: (1) No sales or use tax shall apply to the sale of food purchased with food stamps issued under the supplemental nutrition assistance program as defined in 7 U.S.C. § 2012(t), as amended; and (2) No sales or use tax shall apply to the sale of food purchased with funds provided by the special supplemental food program for women, infants and children under 42 U.S.C. § 1786, as amended. Use Tax - General. The City’s Use Tax is levied and required to be paid on the full purchase price paid for or acquisition costs of tangible personal property and taxable services brought into the City for the purpose of using, storing, distributing or consuming such property and services within the City. The use tax is levied upon the privilege of using, storing, distributing, or consuming in the City, personally or in connection with the operation of a business, tangible personal property or taxable services and is paid by either the retailer or the consumer. Remittance of Sales Tax. The Use Tax on construction materials and supplies and certain construction equipment is collected by the City at the time of application for a building permit. The Use Tax on automobiles purchased outside the City must be paid to the County Clerk at the time of licensing of the vehicle. Every person who operates or maintains a business in the City, and who purchases or leases tangible personal property for use, storage, distribution or consumption in the City in 32 connection with the business and taxable hereunder, and who has not paid the sales tax to a retailer required or authorized to collect the same, shall make a return and pay the tax due to the Financial Officer, on or before the twentieth day of each calendar month following the month in which such purchase or lease was consummated or such later date as is approved by the Financial Officer. The burden of proving that any person is exempt from paying the use tax shall be on such person under such reasonable requirements of proof as the Financial Officer may prescribe. Every resident of the City who purchases or leases tangible personal property for use, storage, distribution or consumption in the City and taxable hereunder, and who has not paid the sales tax imposed thereon to a retailer required or authorized to collect the same, shall make a return and pay the tax due to the Financial Officer within thirty (30) days from the purchase or lease of such tangible personal property unless a reporting period greater than thirty (30) days is approved by the Financial Officer. If any amount of use tax is not remitted on or before the date due, penalties and interest as set forth in the City Sales Tax Ordinance shall be paid by the taxpayer for the period from the date due to the date paid. Exemptions from Use Tax. The use, storage, distribution or consumption in the City of the following are hereby exempted from the use tax: (1) Tangible personal property, the sale or use of which was previously subjected to a sales or use tax lawfully imposed on the purchaser or consumer by another statutory or home rule municipality in the State at a rate equal to or greater than the rate stated in the City Sales Tax Ordinance and such tax was collected. If the rate of the sales or use tax paid to such municipality is less than the rate stated in City Sales Tax Ordinance, the difference between the tax due under this Article and the tax paid previously shall be remitted to the Financial Officer; (2) Tangible personal property purchased in order to be sold at retail in the City either in its original form or as an ingredient of a manufactured or compounded product, in the regular course of business; (3) Gasoline or motor fuel upon which has accrued or has been paid the tax prescribed by Title 39, Article 27, C.R.S.; (4) Tangible personal property brought into the City by a nonresident for that person’s own use, storage, distribution or consumption while temporarily in the City, and the tangible personal property of a resident if such property was purchased prior to becoming a resident of the City; (5) Tangible personal property used, stored, distributed or consumed by the United States or the State or departments, institutions or political subdivisions thereof and the City and any department thereof; (6) Tangible personal property purchased from a nonresident retailer by a resident common carrier, resident public utility or resident construction company which tangible personal property is stored in the City but not used or consumed in the City; (7) Tangible personal property of a person engaged in the business of manufacturing or compounding for sale, profit or use any product, which tangible personal property becomes an ingredient or component part of the product which is manufactured or compounded; (8) Fuel for use in a continuing activity of producing tangible personal property or taxable services, including, but not limited to, processing, manufacturing, mining, refining, irrigation, telecommunication services and street and railroad transportation services; (9) Tangible personal property used, stored, distributed or consumed by charitable organizations in the conduct of the organization’s regular activities to foster its religious or other express charitable purpose, provided that the organization obtains from the City an exempt organization license pursuant to City Sales Tax Ordinance and presents the license as required; (10) Neat cattle, sheep, lambs, swine and goats; and mares and stallions used for breeding purposes; (11) Automotive vehicles and parts and accessories therefor when used or engaged in interstate commerce; (12) Tangible personal property or services which the 33 City is prohibited from taxing under the Constitution or laws of the United States or the Colorado Constitution; (13) Drugs dispensed in accordance with a prescription, prescription drugs for animals (excluding prescription pet food), prosthetic devices, and medical supplies; (14) The storage of construction materials and construction materials picked up by the purchaser if the purchaser of such materials presents to the vendor a building permit or other documentation acceptable to the City evidencing that a local sales or use tax has been paid or is required to be paid; (15) Automotive vehicles properly titled and registered to an address outside the City; (16) Goods manufactured in the City and sold by the manufacturer thereof directly to the ultimate consumer when delivery of such goods is made by common, contract or commercial carrier or by conveyance of the vendor or the purchaser to a point outside the City for use outside the City; (17) Cigarettes; (18) Farm machinery and farm machinery parts for use in farming operations; provided, however, that this exemption for farm machinery parts shall not apply to parts installed on farm machinery in the City. Trucks having a manufacturer’s rated capacity of one (1) ton or less shall not be considered farm machinery for the purposes of this Section; (19) Feed and feed supplements and drugs for livestock or poultry and seeds, plants and fertilizers when used for farm operations; (20) Commercial packaging materials and commercial shipping materials; (21) Newsprint and printers’ ink used to print newspapers; and (22) All other tangible personal property and taxable services that are exempt from the sales tax imposed pursuant to the City Sales Tax Ordinance. Sales Tax Rebate on Food. Pursuant to the City Sales Tax Ordinance, upon yearly application to the City Financial Officer, a $63 Sales Tax rebate will be available to all members of the applicant’s household (up to 8 household members) who, prior to such application, has been a resident of the City or its growth management area during the year for which the rebate application is made and the household income meets certain low income limits specified in the City Sales Tax Ordinance. The rebate amounts are paid from the General Fund. Over the past three years, the largest amount of these rebates was approximately $[__] in 20[__]. Use Tax Rebate for Manufacturing Equipment. The City Sales Tax Ordinance also establishes a manufacturing use tax rebate program for qualifying manufacturers as defined in the City Sales Tax Ordinance. Application for the rebate must be made by June 30 of the year following the year in which the use taxes were paid. The rebate amounts are paid from the General Fund. Over the past three years, the largest amount of these rebates was approximately $[__] in 20[__]. Penalties for Failure to Pay Sales Tax; Remedies. If any person fails, neglects or refuses to collect tax or to file a return and pay the tax as required by the City Sales Tax Ordinance, the Financial Officer shall make an estimate of the tax due based on available information and shall add thereto interest on such delinquent taxes at the rate of 1.5% per month from the date the return and tax was due. The Financial Officer shall serve upon the delinquent taxpayer written notice of such estimated taxes, penalty and interest. Such notice shall constitute a notice of determination, assessment and demand for payment and, which payment shall be due and payable within 21 days from the date the notice is mailed. The Financial Officer may, at any time within three years of the date a tax is due, serve upon any taxpayer a written notice of audit notifying the taxpayer that the Financial Officer will be conducting an audit of the taxpayer’s books and records to determine the exact amount of any tax, penalty, interest, collection costs and other charges due. Any tax deficiency must be paid within 21 days from the mailing of a notice of deficiency. Taxpayers may protest deficiency notices and request a hearing. 34 If any taxpayer has failed, neglected or refused to pay the tax imposed by the City Sales Tax Ordinance within the time specified for payment, the Financial Officer may assess a $25 charge upon the issuance of each notice of determination, assessment and demand for payment in addition to the taxes, penalties and interest provided for elsewhere in this Article. This charge is imposed to compensate the City for its administrative costs to issue the notice. In addition, the City may include in any assessment against the taxpayer the collection costs the City incurs in collecting the taxes, penalties, interest and other charges owed under this Article, including, without limitation, the City’s attorney fees. Tax constitutes lien. The Sales and Use Tax, together with all penalties, interest, collection costs and other charges pertaining thereto, is a first and prior lien upon the goods, stock-in-trade and business fixtures in which the retailer has an ownership interest except for goods that have been purchased in the ordinary course of business by retail purchasers and such lien takes priority over other liens or claims of whatsoever kind or nature on such property. The Sales and Use Tax imposed by the City Sales Tax Ordinance, together with all penalties, interest, charges and costs of collection pertaining thereto, is a first and prior lien on the real and personal property of the taxpayer other than the goods, stock-in-trade and business fixtures in which the taxpayer has an ownership interest, except as to preexisting liens or claims of a bona fide mortgagee, pledgee, judgment creditor or purchaser whose rights have attached prior to the filing of the notice of lien, on the property of the taxpayer. The Financial Officer may file a lien as provided in the City Sales Tax Ordinance which may be foreclosed and executed upon by the City in the district court of the county in which the encumbered property is located in the same manner as security agreements, mortgages and judgment liens are so foreclosed and executed upon under state law. The full amount of unpaid use taxes arising from and required to be reported pursuant to specified provisions of the City Sales Tax Ordinance, together with interest, penalties, collection costs and other charges as herein provided, are a first and prior lien on the property of the taxpayer and take priority over all other liens of whatsoever kind and nature, except for liens for general taxes created by state law and preexisting liens or claims of a bona fide mortgagee, pledgee, judgment creditor or purchaser whose rights have attached prior to the filing of the notice of lien provided for in the City Sales Tax Ordinance. This lien may be foreclosed and executed upon as described in the prior paragraph. The City’s Building Official shall not make a final inspection on or issue a certificate of occupancy for any construction project unless a person has paid or arranged with the Financial Officer to pay all taxes due under the City Sales Tax Ordinance on all fixtures, minerals and other construction materials and supplies or tangible personal property used in or connected with the construction, reconstruction, alteration, expansion, modification or improvement of any building, dwelling or other structure or improvement to real property in the City. The Financial Officer may issue a warrant directed to any employee, agent or representative of the City or any sheriff of any county of the State, commanding such person to distrain, seize and sell any personal property in which the taxpayer has an ownership interest, except such property as is exempt from the execution and sale by any statute of the State, for the payment of tax due together with interest, penalties, collection costs and other charges thereon in the following circumstances: Under certain conditions, the Financial Officer may apply to the Judge of the City’s Municipal Court for a warrant authorizing the Financial Officer to search for and seize 35 property located within the City limits for the purpose of enforcing the collection of any tax deficiency owed under the City Sales Tax Ordinance. In addition to other remedies provided in the City Sales Tax Ordinance, the Financial Officer may treat any such taxes, penalties, interest, collection costs and other charges due and unpaid under the City Sales Tax Ordinance as a debt due to the City from the taxpayer. If a taxpayer fails to pay the tax, or any portion thereof, or any penalty, interest, collection costs or other charges thereon, when due, the Financial Officer may recover at law the amount of such taxes, penalties, interest, collection costs and other charges in any court having jurisdiction. The Financial Officer may also send delinquent tax payers to a collections agency. The City has two staff members dedicated to Sales and Use Tax collections and two auditors. The two staff members focused on collections make every effort to make sure all taxpayers remit any sales and use taxes due to the City. The audit staff conducts between 20-30 audits per year to confirm compliance with the City Sales Tax Ordinance. History of Sales and Use Tax Collections. The following table sets forth a history of City Sales and Use Tax collections at a rate of 3.85%. Not all of the Sales and Use Tax revenues depicted in the table below are available to pay Base Rentals under the Lease. History of City Sales and Use Tax Collections(1) Year Sales Tax Collections Percent Change Use Tax Collections Percent Change Total Collections Percent Change 2017 112,113,302 -- 23,645,444 -- 135,758,746 -- 2018 116,302,114 3.74 22,451,059 (5.05) 138,753,173 2.21 2019 119,690,724 2.91 22,253,396 (0.88) 141,944,120 2.30 2020 115,661,061 (3.37) 20,020,218 (10.04) 135,681,279 (4.41) 2021(2) 137,910,207 19.24 20,990,056 4.84 158,900,263 17.11 2022(3) (1) Unaudited. (2) Amounts paid to the Foothills redevelopment area and amounts subject to economic development rebate agreements are not included in this table. (3) Represents collections through [__________ __], 2022. Source: The City. [City to update this section with current trends] Sales and Use Tax Trends. The City Sales Tax continues to grow. In the last three years overall growth has begun to slow, but the year-over-year trend is still on a growth trajectory. The City expects this trend to continue in the years to come. Sales Tax will continue to increase, but at a more modest pace than seen in the past. Use tax receipts have historically been volatile and reflect the local community’s investment in new equipment and buildings. In 2015 use tax collections hit a historic high of $29.1 million and have been steadily declining as the City has not seen any recent major economic expansion of the industry sectors that drive use tax. Actual revenue has been higher than budgeted revenue in 4 of the last 5 years. In 2017, actual sales tax was lower than budgeted by (3.2%). However, use tax came in higher than budget by 6.6%, resulting in combined sales and use tax revenue being under budget by (1.6%). 36 Actual sales tax ended 2018 1.3% higher than budgeted, net of rebates. Sales and use tax combined ended the year 1.4% higher than budgeted and Amazon has been remitting sales tax on behalf of its sellers. Monthly Collection Comparisons. The following tables present a comparison of monthly Sales Tax and Use Tax collections (based on a rate of 3.85%) for the 12-month periods ended December 31, 2020 and 2021. The figures in the table are net of amounts paid to the Foothills redevelopment area and amounts subject to economic development rebate agreements. The figures in the following tables are presented on a cash basis (i.e., the figures are recorded in the month in which the revenue was received by the City, not the month in which the underlying sale was made). Comparison of Monthly Sales Tax Collections Twelve-Month Period Ending December 31, 2021 Twelve Month Period Ending December 31, 2020 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative January $13,211,937 $13,211,937 $13,246,840 $13,246,840 (0.3)% (0.3)% February 9,825,110 23,037,047 8,861,766 22,108,606 10.9% 4.2% March 9,207,263 32,244,310 8,459,480 30,568,086 8.8% 5.5% April 11,266,136 43,510,446 8,922,802 39,490,888 26.3% 10.2% May 10,739,497 54,249,943 7,162,576 46,653,464 49.9% 16.3% June 10,971,112 65,221,055 9,133,289 55,786,753 20.1% 16.9% July 12,625,855 77,846,910 10,234,047 66,020,800 23.4% 17.9% August 11,418,124 89,265,034 9,545,605 75,566,405 19.6% 18.1% September 12,790,771 102,055,805 9,834,501 85,400,906 30.1% 19.5% October 12,602,952 114,658,757 10,668,877 96,069,783 18.1% 19.3% November 11,996,249 126,655,006 9,841,975 105,911,758 21.9% 19.6% December 11,255,201 137,910,207 9,749,303 115,661,061 15.4% 19.2% Source: City Finance Department. Comparison of Monthly Use Tax Collections Twelve-Month Period Ending December 31, 2021 Twelve Month Period Ending December 31, 2020 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative January $1,494,231 $1,494,231 $1,863,473 $1,863,473 (19.8)% (19.8)% February 1,388,239 2,882,470 1,523,740 3,387,213 (8.9)% (14.9)% March 1,470,614 4,353,084 1,467,641 4,854,854 0.2% (10.3)% April 1,656,719 6,009,803 1,416,785 6,271,639 16.9% (4.2)% May 1,791,708 7,801,511 1,164,169 7,435,808 53.9% 4.9% June 1,799,850 9,601,361 1,991,302 9,427,110 (9.6)% 1.8% July 1,969,118 11,570,479 1,781,640 11,208,750 10.5% 3.2% August 2,093,235 13,663,714 1,789,076 12,997,826 17.0% 5.1% September 1,916,589 15,580,303 2,263,670 15,261,496 (15.3)% 2.1% October 1,689,942 17,270,245 1,645,295 16,906,791 2.7% 2.1% November 2,146,189 19,416,434 1,576,692 18,483,483 36.1% 5.0% December 1,573,622 20,990,056 1,536,735 20,020,218 2.4% 4.8% Source: City Finance Department. 37 Principal Sales and Use Tax Generators. The following table sets forth the ten vendors that generated the largest amount of City Sales and Use Tax in 2021. Certain of the vendors listed below may represent more than one location of the business within the City. Because of the confidential nature of the gross sales of such entities, the vendors’ identities cannot be divulged under penalty of law. The City expects that these large Sales and Use Tax generators will remain substantially the same for 2022. Ten Largest Sales and Use Tax Generators - 2021 Sales and/or Use % of Total Type of Business Type of Tax Tax Collected Collections(1) Restaurants, Caterers and Bars Sales Tax $19,629,250 12.35% Miscellaneous Retailers Sales Tax 18,511,904 11.65% Grocery, Convenience, Liquor Sales Tax 17,425,357 10.97% General Merchandise Sales Tax 11,917,475 7.50% Building Materials, Garden Equipment and Supplies Sales Tax 11,697,795 7.36% Vehicle Sales, Parts and Repairs Sales Tax 9,962,256 6.27% Car Tax Use Tax 8,917,017 5.61% Pharmacy, Salon and Laundry Sales Tax 6,601,726 4.15% Return Tax Use Tax 6,110,060 3.85% Sporting, Hobby, Book, Music Sales Tax 6,080,338 3.83% Total $116,853,178 73.54% (1) Based on total 2021 Sales and Use Tax collections of $159,900,263. Source: The City. In 2021, restaurants as a group accounted for approximately 12.4% of total City Sales Tax collections, miscellaneous retailers as a group accounted for approximately 11.7% and grocery/convenience/liquor stores as a group accounted for approximately 11.0%. No other industry accounted for more than 10% of total City Sales Tax collections in 2021. History of Natural Areas Fund Collections. The following table sets forth a history of collections associated with the Natural Areas Fund. Not all of the sales tax revenues depicted in the table below are available to pay Base Rentals under the Lease. Natural Areas Fund Collections(1) Year Tax Collections Percent Change 2017 2018 2019 2020 2021 2022 (2) (1) Unaudited. (2) Represents collections through [__________ __], 2022. Source: The City. 38 City General Fund Budget Summary and Comparison General. Set forth below is a comparison of the City’s General Fund budgets for 2020, 2021 and 2022, compared to results for 2020 and 2021 (unaudited). The table below is presented in budgetary format and is not intended to conform to generally accepted accounting principles. Minimum Fund Balance Policy. It is the City’s policy to maintain a 60-day liquidity goal minimum unassigned fund balance in the General Fund. The minimum unassigned fund balance should be at least 17% of the subsequent year’s originally adopted budgeted expenditures and transfers out, excluding expenditures and transfers out for large and unusual one-time items. This liquidity goal is in addition to the 3% emergency reserve requirement of Article X, Section 20 of the Colorado Constitution (“TABOR”), as described in “CERTAIN LEGAL MATTERS--Constitutional Limitations.” Budget to Actual Comparison - City General Fund [Table to come] History of City General Fund Revenues, Expenditures and Changes in Fund Balances The following table provides a comparative history of revenues, expenditures and changes in fund balance in the City’s General Fund for fiscal years 2017 through 2021 (unaudited). The information in this table has been derived from the audited financial information presented in the City’s Annual Comprehensive Financial Report (“ACFR”) for 2017-2020 and from unaudited 2021 year-end information provided by the City. The information should be read together with the City’s fiscal year 2020 basic financial statements (and accompanying notes) appearing in Appendix A. Financial statements for preceding years may be obtained from the sources noted in “INTRODUCTION--Additional Information.” Prospective investors should be aware that the Certificates are payable solely from the Trust Estate. Inclusion of the following material is for informational purposes only and does not imply that the Certificates constitute a general obligation of the City or a lien on any City revenues. The General Fund is not pledged to pay debt service on the Certificates. The City has other obligations payable from legally available revenues. See “CITY DEBT STRUCTURE.” In addition, the City may use legally available revenues in the General Fund to appropriate funds for the payment of other City obligations as described in “CERTAIN RISK FACTORS-- Nonappropriation; Factors that May Cause Insufficiency of Expected Revenues.” 39 General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances Year Ended December 31, Revenues 2017 2018 2019 2020 2021(1) Taxes $109,330,572 $113,487,738 $116,593,702 $114,017,971 Licenses and permits 3,809,880 3,799,224 3,509,596 3,236,593 Intergovernmental 14,052,239 15,086,813 16,526,016 22,488,959 Fees and charges for services 9,506,463 9,824,761 9,793,971 10,455,062 Fines and forfeitures 2,033,894 2,045,599 1,764,265 1,748,428 Earnings on investments 1,159,928 1,617,893 2,930,084 1,899,810 Miscellaneous 1,424,505 3,922,598 1,099,084 2,668,030 Total Revenues 141,317,481 149,784,626 152,216,718 156,514,853 Expenditures (2) Current Police services 36,927,099 39,117,192 41,776,651 48,902,970 Financial services 4,360,932 4,528,892 4,599,848 4,445,332 Community services 12,485,988 13,184,045 14,160,785 15,042,535 Planning, development & transportation 8,856,489 9,899,638 10,258,328 10,216,497 Executive, legal and judicial 6,815,336 7,060,086 7,780,374 16,404,751 Information and employee 17,298,851 18,099,958 17,548,639 20,575,031 Sustainability services 6,727,816 5,720,380 5,655,946 4,183,263 Other 1,695,009 1,782,447 1,674,285 1,822,740 Intergovernmental Fire protection 24,012,449 25,009,640 26,715,616 27,820,743 Capital outlay 4,022,277 4,890,463 3,543,157 2,357,128 Debt Service Principal -- -- 60,769 -- Interest and debt service costs 497 3,629 2,784 -- Total Expenditures 123,202,743 129,296,370 133,777,182 151,770,990 Excess of revenues over expenditures 18,114,738 20,488,256 18,439,536 4,743,863 Other Financing Sources (Uses) Transfers in 1,678,411 1,368,483 2,297,362 2,333,654 Transfers out (3) (25,967,493) (25,548,020) (41,060,644) (16,120,505) Debt Debt Issued -- -- 23,865,000 -- Premium on Debt -- -- 1,879,179 -- Sale of capital assets 1,539,481 6,896 -- -- Total Other Financing Sources (Uses) (22,749,601) (24,172,641) (13,019,103) (13,786,851) Net change in fund balances (deficit) (4,634,863) (3,684,385) 5,420,433 (9,042,988) Fund balances-Beginning of year 75,374,780 70,739,917 67,055,532 72,475,965 Fund balances-End of Year $70,739,917 $67,055,532 $72,475,965 $63,432,977 (1) Unaudited. Subject to changes and adjustments during the audit process. (2) The City reclassifies its expenditures among categories from time to time. For example, in 2017, certain City services were reallocated between the “community services” category and the “information and employee” category. (3) The City transfers funds out to various funds each year as required by law, accounting principles, or in its discretion. The largest transfers are to the transit services and transportation funds, internal service funds (such as the self-insurance and data and communication funds), the capital leasing corporation fund (for the payment of amounts due under certain lease agreements) and the capital projects fund. Source: Derived from the City’s ACFRs for the years ended December 31, 2017 through 2020 and from preliminary unaudited information for the year ended December 31, 2021. 40 [City to update this section with general trends and forecasts] Over the past 5 years the General Fund has remained healthy with fund balances ranging from $64.6 million to $75.4 million. Revenue continues to grow at a steady pace. Actual revenue continues to come in over budget for items within the General Fund. Sales tax makes up about 50% of revenue in the General Fund. Use tax accounts for about 8% of the General Fund revenue. In 2017, sales tax revenue was lower than budget, but other revenue sources were above budget to offset the shortfall. The City developed a contingency budget mid-year to ensure that it would be able to stay within the actual amounts collected on sales tax during the year, however, this contingency budget was ultimately unnecessary. Actual sales tax collections for 2018 ended 3.6% higher than 2017, net of rebates. Sales tax was 1.3% higher than budgeted for 2018, net of rebates. The City has had no major swings in revenue or expenditures during the previous five years. Revenues continue to keep up with expenditures even with a slowing of growth in our sales tax. The City continues to pay down outstanding debt and in the past five years has held governmental debt service as a percentage of governmental expenditures between 1% and 2%. 41 THE CITY General. The City was founded in 1864 and incorporated as a statutory town on February 3, 1873. The City became a city of the second class on February 2, 1883, and existed in this form until September 16, 1913, when the City Charter was adopted by a majority of the electors of the City acting under the provisions of Article XX of the Constitution of the State. Pursuant to such provisions, the City is considered to have plenary powers in matters of local concern and broad powers to legislate in areas of mixed statewide and local concern, except as limited by State law and the provisions of the City Charter. On October 5, 1954, the present Charter was adopted authorizing a council-manager form of government. [The City had an estimated population of 174,836 as of August 2020] and is located approximately 65 miles north of Denver in north central Colorado just west of Interstate 25, the principal route between Denver, Colorado, and Cheyenne, Wyoming. The University is located in the City, and students and staff at the University are a significant factor in the City’s economy. The City is the county seat of Larimer County (the “County”). Historically, the City was a trading center for the surrounding agricultural area, but in recent years the City has attracted a significant number of light industry and high technology businesses. Basic municipal services provided by the City include parks, recreation, planning, police protection, public transportation (“TransFort”), water, wastewater, electricity, public works (including street maintenance), stormwater and municipal court. The City’s water, wastewater, stormwater and electric utilities are operated as separate enterprises of the City but are all administered as parts of the City’s Utility Services. Operations during COVID-19. During fiscal year 2020, the City was faced with the COVID-19 health pandemic and a state of emergency was declared in March 2020. City Management took immediate steps in March to reduce planned spending levels. In response to the COVID-19 outbreak, the City was required to deviate from its normal course of business related to the biennial Budgeting for Outcomes (BFO) process. The City was faced with a high degree of uncertainty over the potential revenue impacts. The City instituted a modified, one- year BFO process for 2021 that was informed by the cost reductions taken in 2020 and revenue forecasts projected in mid-2020. The revenue impacts to the City were less severe than originally forecast and the City’s efforts to reduce spending exceeded initial projections. In addition to these factors the City also received the following amounts from the Coronavirus Aid, Relief, and Economic Security (CARES) Act: $9 million from the Coronavirus Relief Fund (CRF), $8.7 million from the Federal Transportation Agency (FTA), and $1.5 million from Community Development Block Grant (CDBG). Principal Officials City Council. Under the provisions of the City Charter, the City is governed by a six-member Council and a Mayor who are elected by the voters. Members of the City Council are elected from six districts within the City and the Mayor is elected based on a city-wide vote. The present Mayor and members of the City Council are as follows: 42 Name and Position Principal Occupation Term Expires Jeni Arndt, Mayor Mayor 4/2023 Susan Gutowsky, Council Member Retired Educator 4/2023 Julie Pignataro, Council Member Information Technology 4/2023 Tricia Canonico, Council Member Small Business Owner 4/2025 Shirley Peel, Council Member Board Member 4/2023 Kelly Ohlson, Council Member Member of Various Boards 4/2025 Emily Francis, Mayor Pro Tem Employed at CDPHE 4/2023 All legislative powers of the City are vested in the City Council except as otherwise provided in the City Charter. The affirmative vote of the majority of the City Council members present is required for the enactment of any regularly enacted ordinance. The City Charter provides for voter referenda and initiatives, pursuant to which voters may require the City Council to submit ordinances and City Charter amendments to the voters. Under these provisions of the City Charter, any registered elector may commence a referendum proceeding on the ordinance authorizing the execution and delivery of the Certificates at any time within ten days after final passage of the ordinance, by filing a notice of protest. The City Council appoints all boards and commissions, unless otherwise required by law, and also appoints the City Manager, the City Attorney and the Municipal Court Judge. The City Manager is the chief executive of the City and is responsible for the enforcement of the City’s laws and ordinances. The City Manager also administers the operation of all the departments and divisions of the City, except that the City Attorney supervises the City’s legal staff and the Municipal Judge supervises the operation of the Municipal Court. Agencies or officials reporting directly to the City Council include the City Manager, the City Attorney, the Municipal Court Judge and a number of boards and commissions, including the Energy Board, the Water Board and the Planning and Zoning Board. The State Constitution reserves to the City certain powers, including the power to issue, refund, and liquidate all kinds of municipal obligations, the power to assess property in the City and the power to levy and collect property and sales and use taxes. However, such powers are subject to certain limitations as described in “LEGAL MATTERS--Certain Constitutional Limitations.” Administration. The Interim City Manager, Kelly DiMartino, has held the position since [__], having previously worked for the City in other roles for over 24 years. Prior to her work with the City, Ms. DiMartino served as the Public Information Officer for the City of Grand Island, Nebraska. Ms. DiMartino holds a bachelor’s degree from Hastings College in business administration and a Master’s of Business Administration from Colorado State University. In March 2020, the City Council took a brief pause on its search for a new City Manager. The Council is committed to finding the right candidate for the job. The City Financial Officer, Travis Storin, has held his position since February 2022. Prior to that time, Mr. Storin served as Accounting Director for 5 years. Employees; Labor Relations As of [DATE], the City administration manages 2,325 full-time, part-time, seasonal and contractual employees. The City recognizes a bargaining agent for only one group of employees, full-time sworn police officers of the City police department maintaining the rank of lieutenant and below, community service officers and dispatchers equivalent to the rank of 43 lieutenant and below and police records and evidence employees equivalent to the rank of lieutenant and below. Charter provisions and State legal decisions limit the matters to which the City and its police union can agree in a collective bargaining agreement. Labor relations between the City and its employees may be described as free of significant dispute. Pension Plans Except as explained below, the City’s permanent, classified non-uniformed employees hired prior to January 1, 1999, are eligible to be members of the General Employees’ Retirement Plan, a single employer defined benefit plan. The City’s current funding policy (which can be changed by the City Council in its discretion) is to contribute 10.5% of the compensation for active plan participants plus an annual supplemental contribution while the plan is underfunded, as defined in the policy. The City’s contribution for 2020 was 10.5% of covered payroll with a supplemental contribution of $1,120,000, for a total City contribution recognized for 2020 of $1,415,437. The City’s contribution for 2021 (unaudited) was 10.5% of covered payroll with a supplemental contribution of $1,120,000, for a total City contribution recognized for 2021 of $1,361,952. As of December 31, 2020, the City’s Net Pension Liability (“NPL”) was $9.1 million and the Plan had a funded ratio of 84.9% of a Total Pension Liability of $60,484,916. As of December 31, 2021, the City’s Net Pension Liability was $5.1 million and the Plan has a funded ratio of 91.5% of a Total Pension Liability of $59,647,727. See Note IV(B)(1) in the audited financial statement attached hereto as Appendix A and the Required Supplementary Information Other Than MD&A for a history of funding levels and more information regarding the Plan, including significant assumptions, funding policies and information about the Pension Trust Fund. Employees hired after January 1, 1999, are only eligible to participate in a defined contribution money purchase pension plan created in accordance with Internal Revenue Code § 401(a). Contributions made by the City are not taxed until they are withdrawn. Employee contributions are made with pre-tax dollars, and the earnings on City and employee contributions are not taxed until withdrawn. For 2020, City and employee contributions to the plan were $8,872,100 and $4,979,974, respectively. For 2021 (unaudited), City and employee contributions to the plan were $[__] and $[__], respectively. Police Services employees through the Collective Bargaining Unit (CBU) participate in a mandatory Retirement Health Savings Plan (RHS). The City does not have administrative involvement and does not perform the investment function of this plan, therefore it is not included in the City’s financial statements. Employee contributions are made through pre-tax payroll deductions. The CBU RHS plan requires mandatory matching contributions by employer and employee as follows: 1% contribution to be made by all qualifying participants with less than 10 years of service, 1.25% for participants with 10-20 years of service, and 1.5% for participants with more than 20 years of service. For 2021 (unaudited), City and employee contributions to the plan were $[__] and $[__], respectively. Services Provided by Other Entities Certain basic municipal services are provided within the City by public entities other than the City. These include the County, the Health District of Northern Larimer County, East Larimer County Water District, Fort Collins-Loveland Water District, South Fort Collins Sanitation District, Boxelder Sanitation District, Poudre River Public Library District and Poudre Fire Authority. The County provides additional recreation, law enforcement and social services. 44 Elementary schools, middle schools and high schools in the City are provided by both Poudre School District R-1 and Thompson School District No. R2-J, which are independent political subdivisions of the State, not under the control of the City. The City and the City of Loveland jointly own and operate the Northern Colorado Regional Airport. The City’s government-wide financial statements reflect 50% equity ownership interest in the airport. Certain other basic services are provided within the City by private entities. Natural gas service is provided by Xcel Energy. Trash collection is provided by private contractors. RISK MANAGEMENT City Insurance Coverage The City maintains a comprehensive insurance program covering automobile liability, general liability, police liability, and public official liability exposures as well as damage or destruction of property. The City self-insures for a portion of the program and purchases liability insurance through a risk retention group. The City also maintains workers’ compensation insurance as required by law. See Note IV(A) in the audited financial statement attached hereto as Appendix A for a description of the City’s risk management program for 2020. Cybersecurity The City’s IT infrastructure is constantly under attack, although most attacks are avoided all-together. The City has experienced successful infiltrations and compromise in the past. Thus far, the previous attacks have been isolated and remediated before impacting City operations. The City has cyber insurance coverage and is currently making tremendous improvements in implementing measures to better prepare both employees and infrastructure, and to mature its mitigation standards, as well as the adoption of world-class third-party 24/7 monitoring, detection and remediation solutions. Climate Change Changing weather patterns have impacted areas within the State, including the City. The impacts include increasing temperatures, more extreme weather patterns, longer periods of drought, and increased wildfires. Recent fires have been widespread and, in some cases, have occurred near the City. Colorado, the federal government and local firefighting agencies have dedicated significant resources for prevention, management and eradication of fires. It is difficult to predict whether or how a changing climate will impact the City and its finances, but extreme weather and increased fire activity could impact the City’s facilities. The City maintains casualty property insurance policies to insure against damage or destruction of its facilities. Extreme weather events could also damage or destroy private properties located in the City. Such damage or destruction could potentially impact the City’s tax revenues. 45 The Fort Collins community has a long been a regional and national leader on climate action, dating back to 1999 when the City's first climate action plan was adopted. In 2015, City Council unanimously adopted the following accelerated climate action goals for the community: • 20 percent carbon emissions reduction below 2005 levels by 2020; • 80 percent carbon emissions reduction below 2005 levels by 2030; and • Carbon neutral by 2050. In 2021, City Council adopted the joint update to the Climate Action Plan, Energy Policy, and Road to Zero Waste, called Our Climate Future (OCF). OCF articulates a commitment to mitigating and adapting to climate change with people-first systems approach, meaning that community members’ voices and priorities are at the center of this work to help the City reach its 2030 goals and beyond. 46 CITY FINANCIAL OPERATIONS Budget Process Pursuant to the City Charter and the Municipal Code, the City budget is submitted by the City Manager to the City Council biannually. The proposed budget is required to provide a complete financial plan of all City funds for the ensuing budget term. In addition, the City Manager annually submits a five-year long-range capital program for the City’s physical development. Two public hearings are conducted on the proposed budget. After the public hearing, the City Council may adopt the budget with or without amendment. In amending the budget it may add or increase programs or amounts and may delete or decrease any programs or amounts. The City Council must adopt a budget by ordinance on or before November 30 of the year preceding the budget term. The ordinance approving the budget or appropriating funds for the ensuing budget year includes the property tax levy to be certified to the County no later than December 15 of each year for collection as required by law. The City Charter provides that, upon recommendation by the City Manager, the City Council may make supplemental appropriations by ordinance at any time during the fiscal year, provided that the total amount of the supplemental appropriations, combined with previous appropriations for the same fiscal year, do not exceed the current estimate of actual and anticipated revenues and other funds to be received by the City during the fiscal year. Financial Statements Pursuant to Title 29, Article 1, Part 6, C.R.S., an annual audit is required to be made of the City’s financial statements at the end of the fiscal year. The audited financial statements must be filed with the City Council within six months after the end of the fiscal year and with the state auditor 30 days thereafter. Failure to file an audit report may result in the withholding of the City’s property tax revenues by the County treasurer pending compliance. The City’s audited basic financial statements, derived from the City’s 2020 ACFR, are attached to this Official Statement as Appendix A. Those financial statements are the most current audited financial information available for the City. Capital Improvement Program The information below was provided by the City’s Finance Department and reflects the potential spending on Capital Improvements by the City on various categories of Capital Improvements for the time periods shown below. 47 2022-2025 Capital Improvements(1)(2) 2019 2020 2021 2022 TOTAL General Capital Projects(3) $5,255,000 $5,360,000 $5,467,000 $5,576,000 $24,855,000 0.25% Community Capital Improvement Program 7,366,000 5,034,000 2,949,000 5,959,000 26,898,000 Neighborhood Parkland(3) 3,548,000 1,843,000 1,880,000 1,918,000 11,345,000 Conservation Trust(3) 1,568,000 1,243,000 1,267,000 1,293,000 6,671,000 Light & Power 9,735,000 9,223,000 16,558,000 25,875,000 71,262,000 Water 4,856,000 13,008,000 22,102,000 29,087,000 81,095,000 Wastewater 7,906,000 16,159,000 6,007,000 6,483,000 52,330,000 Storm Drainage 4,656,000 6,300,000 15,495,000 15,595,000 53,002,000 TOTAL $44,890,000 $58,170,000 $71,725,000 $91,786,000 $327,458,000 (1) Projects of the Downtown Development Authority are not included in this table. (2) Actual results will vary from the amounts projected, and the variances may be material. (3) These categories have no adopted and dedicated budget for Capital Improvement. The amounts of spending shown for years 2020-2022 in the table above is an average of prior spending by the City on Capital Improvements within these categories. [City to update table with estimates for 2022-2025] 48 CITY DEBT STRUCTURE The following is a general discussion of the City’s authority to incur general obligation indebtedness and other financial obligations and the amount of such obligations currently outstanding. Authority to Incur Debt General. The City Charter provides that the City is authorized to issue (a) short- term notes, (b) general obligation bonds (which, except for general obligation water bonds, must be approved at an election and are subject to a limitation of 10% of the most recent assessed valuation of taxable property in the City), (c) revenue securities, (d) special or local improvement district securities, (e) tax increment securities, and (f) any other securities not in contravention of the City Charter. Notwithstanding the foregoing, Article X, Section 20 of the State Constitution (“TABOR”) requires prior voter approval of any multiple-fiscal year direct or indirect debt or other financial obligation, subject to certain exceptions. For example, an “enterprise” as defined in TABOR is not subject to these voter approval requirements. See “LEGAL MATTERS-- Certain Constitutional Limitations.” Enterprises. On April 6, 1993, the registered electors of the City approved an amendment to the City Charter that permits the City Council by ordinance to create enterprises for the City’s water, wastewater, stormwater and electrical utilities and to authorize such enterprises to issue their own revenue bonds without voter approval. On November 7, 2017, the City’s registered electors approved another Charter amendment that permits the City Council by ordinance to authorize the Enterprise to issue revenue bonds without voter approval to fund the provision of telecommunication facilities and services. The City Council serves as the board for each enterprise. Revenue bonds issued by an enterprise are treated as having the same obligor as revenue bonds of the City payable from the same sources and are subject to contractual restrictions on revenue pledges contained in prior City ordinances. Debt Structure of the City The following table describes the long-term debt structure of the City as of April 15, 2022. 49 Combined Statement of Debt as of April 15, 2022 Amount Outstanding(1)(2) 2021 Taxable Subordinate Lien Revenue 3-year Loan $ 400,000 2021 Taxable Subordinate Lien Revenue 8-year Loan 509,000 Colorado Energy Office Loan 800,000 2022 Taxable Subordinate Lien Revenue 15-year Loan 695,000 Light and Power Bond Debt Supported by Light and Power/Broadband revenue 129,635,000 Water Revenue Bonds Debt Supported by Water Fund revenue 654,359 Sewer Revenue Bonds Debt Supported by Sewer Fund revenue 14,125,000 Storm Drainage Revenue Bonds Debt Supported by Storm Drainage Fund revenue 895,000 Tax Increment Revenue Bonds Debt Supported by Downtown Development Authority property tax increment revenue 3,720,253 Debt Supported by Urban Renewal Authority property tax increment revenue 10,900,000 TOTAL $162,333,612 (1) Does not include accumulated leave payable and capital lease obligations that are reported by the City as long-term debt in its financial statements. (2) The City has defeased certain bonds by placing the proceeds of refunding bonds in irrevocable trusts to provide for all future debt service payments on the defeased bonds. The trust accounts’ assets and the liability for the defeased bonds are not included in the City’s financial statements. Other Obligations General. The City’s policy is to utilize short-term borrowing only for capital, as opposed to operating, purposes, and the City has used short-term borrowing sparingly. In the past the City’s short-term borrowing has been by means of notes or lines of credit. Lease-Purchase Agreements. On July 27, 2004, the City entered into an annually renewable lease agreement (the “2004 Lease”) to finance the costs of a new police headquarters facility, the acquisition of open space acreage and the remodeling of a transportation materials warehouse. Base rental payable under the 2004 Lease supported the payment of certain certificates of participation. On October 18, 2012, the City entered into an annually renewable lease agreement with U.S. Bank Trust Company National Association (the “2012 Lease”) to refund certain certificates of participation that were supported payments from the 2004 Lease. Base rentals payable under the 2012 Lease support the payment of certain certificates of participation (assuming annual appropriations are made for that purpose). The certificates of participation related to the 2012 Lease are outstanding in the aggregate principal amount of $9,625,000. On August 9, 2017, the City entered into an annually renewable lease agreement with U.S. Bank Trust Company National Association (the “2017 Lease”) to purchase 216 parking spaces within a newly-constructed 323 space parking garage. Base rentals payable under the 2017 Lease support the payment of certain certificates of participation (assuming annual appropriations are made for that purpose). The related certificates of participation are outstanding in the aggregate principal amount of $5,290,000. 50 On March 21, 2019, the City entered into an annually renewable lease purchase agreement with U.S. Bank Trust Company National Association (the “2019 Lease”) to finance improvements to a highway interchange and construct a police training facility. Base rentals payable under the 2019 Lease support the payment of certain certificates of participation (assuming annual appropriations are made for that purpose). The related certificates of participation are outstanding in the aggregate principal amount of $21,245,000. The following table sets forth the base rentals payable by the City under the 2012 Lease, the 2017 Lease and the 2019 Lease. The base rentals payable under those leases are also payable from any legally available revenues of the City. Base Rentals Payable Pursuant to Other City Lease-Purchase Agreements(1) Year 2012 Base Rentals 2017 Base Rentals 2019 Base Rentals Total Base Rentals 2022 $2,072,749 $961,192 $1,687,181 $4,721,122 2023 2,072,577 960,608 1,689,181 4,722,366 2024 2,066,814 959,528 1,688,931 4,715,273 2025 1,926,734 957,952 1,686,431 4,571,117 2026 1,922,336 960,880 1,686,681 4,569,897 2027 -- 958,188 1,689,431 2,647,619 2028 -- -- 1,689,431 1,689,431 2029 -- -- 1,686,681 1,686,681 2030 -- -- 1,688,281 1,688,281 2031 -- -- 1,687,881 1,687,881 2032 -- -- 1,685,481 1,685,481 2033 -- -- 1,689,681 1,689,681 2034 -- -- 1,687,531 1,687,531 2035 -- -- 1,689,181 1,689,181 2036 -- -- 1,687,619 1,687,619 2037 -- -- 1,689,650 1,689,650 2038 -- -- 1,688,138 1,688,138 Total $10,061,210 $5,758,348 $28,697,391 $44,516,949 ___________ (1) Totals may not add due to rounding. Source: The Municipal Advisor Other Leases. The City has also entered into long-term leases for various property and equipment. Since the leases are arrangements that either transfer the ownership of the assets to the City or provide options to purchase the assets at the completion of the agreement, they are treated as capital leases as defined by Statement of Financial Accounting Standards Board Release No. 13, “Accounting for Leases,” as amended and interpreted. As of December 31, 2021, the present value of future minimum lease payments under the City’s outstanding long- term capital lease obligations totaled $7,009,450. This amount does not include the annually renewable leases described in the preceding paragraphs. Payments by the City under the leases of the facilities, property and equipment securing these obligations are subject to annual appropriation by the City Council. 51 ECONOMIC AND DEMOGRAPHIC INFORMATION This portion of the Official Statement contains general information concerning historic economic and demographic conditions in and surrounding the City. It is intended only to provide prospective investors with general information regarding the City’s community. The information was obtained from the sources indicated and is limited to the time periods indicated. The information is historic in nature; it is not possible to predict whether the trends shown will continue in the future. The City makes no representation as to the accuracy or completeness of data obtained from parties other than the City. Population The following table sets forth the respective populations of the City, Larimer County and the State for the time periods shown. Between 2010 and 2020, the City’s population increased 17.9% and Larimer County’s population increased 19.8%. The State’s population increased 14.8% during the same time period. Population Year City of Fort Collins Percent Change Larimer County Percent Change Colorado Percent Change 1970 43,337 -- 89,900 -- 2,207,259 -- 1980 65,092 50.2% 149,184 65.9% 2,889,735 30.9% 1990 87,758 34.8 186,136 24.8 3,294,394 14.0 2000 118,652 35.2 251,494 35.1 4,301,261 30.6 2010 143,986 21.4 299,630 19.1 5,029,196 16.9 2020 169,810 17.9 359,066 19.8 5,773,714 14.8 Sources: United States Department of Commerce, Bureau of the Census. Income The following table sets forth annual per capita personal income levels for Larimer County, the State and the nation. Per capita personal income levels in Larimer County have consistently been lower than personal income levels in the State and the nation during the period shown. Annual Per Capita Personal Income Year(1) Larimer County Colorado United States 2016 $48,252 $52,390 $49,613 2017 51,410 55,294 51,573 2018 53,836 58,471 53,817 2019 55,935 61,087 55,724 2020 58,725 64,034 59,147 2021 n/a 69,016 63,444 Figures for Larimer County updated November 16, 2021. Figures for the State and the nation updated March 23, 2022. All figures are subject to periodic revisions. Source: United States Department of Commerce, Bureau of Economic Analysis. 52 Employment The following table presents information on employment within Larimer County, the State and the nation for the period indicated. Labor Force and Percent Unemployed Larimer County(1) Colorado(1) United States Year Labor Force Percent Unemployed Labor Force Percent Unemployed Percent Unemployed 2017 193,515 2.3% 2,963,789 2.6% 4.4% 2018 199,314 2.6 3,049,640 3.0 3.9 2019 203,074 2.2 3,100,598 2.6 3.7 2020 201,273 6.0 3,087,271 6.9 8.1 2021 206,492 4.7 3,156,110 5.4 5.3 Month of February 2021 202,596 5.8% 3,118,541 6.3% 6.2% 2022 211,100 3.5 3,226,563 4.0 3.8 (1) Figures for Larimer County and the State are not seasonally adjusted. Sources: State of Colorado, Department of Labor and Employment, Labor Market Information, Labor Force Data and United States Department of Labor, Bureau of Labor Statistics. The following table sets forth the number of individuals employed within selected Larimer County industries that are covered by unemployment insurance. In 2020, the largest employment sector in Larimer County was health care and social assistance (comprising approximately 15.7% of the county’s work force), followed, in order, by retail trade, educational services, accommodation and food services, and manufacturing. For the twelve-month period ended December 31, 2020, total average employment in Larimer County decreased 4.8% as compared to the same period ending December 31, 2019, and average weekly wages increased approximately 8.3% during the same period. 53 Average Number of Employees within Selected Industries – Larimer County Industry 2016 2017 2018 2019 2020 2021(2) Accommodation and Food Services 18,175 18,630 19,130 19,235 15,251 16,774 Administrative and Waste Services 8,518 8,579 8,666 8,557 7,915 7,760 Agriculture, Forestry, Fishing, Hunting 798 843 854 988 946 942 Arts, Entertainment and Recreation 3,006 3,071 3,156 3,324 2,631 3,016 Construction 10,426 10,753 11,179 11,306 11,144 11,552 Educational Services 17,295 17,644 18,225 18,488 17,657 17,597 Finance and Insurance 3,673 3,709 3,607 3,414 3,371 3,431 Government 7,926 8,036 8,099 8,131 8,191 8,251 Health Care and Social Assistance 21,111 22,181 23,623 24,866 24,776 25,710 Information 2,950 3,028 3,215 3,535 3,228 2,955 Management of Companies/Enterprises 860 865 882 1,017 1,030 1,111 Manufacturing 13,321 13,731 14,371 14,632 13,973 14,443 Mining 498 497 507 559 487 452 Non-classifiable 19 7 24 21 31 42 Other Services 4,314 4,584 4,733 5,028 4,681 4,875 Professional and Technical Services 10,662 10,877 10,653 10,824 11,179 11,430 Real Estate, Rental and Leasing 2,721 2,975 3,089 3,207 3,123 3,252 Retail Trade 18,582 19,067 19,359 19,370 18,480 19,345 Transportation and Warehousing 3,151 3,263 3,286 3,312 3,700 4,125 Utilities 737 761 788 808 844 862 Wholesale Trade 4,359 4,653 4,829 5,178 5,152 5,255 Total(1) 153,103 157,754 162,274 165,799 157,790 163,180 (1) Figures may not equal totals when added due to the rounding of averages or the inclusion in the total figure of employees that were not disclosed in individual classifications. (2) Figures are averaged through the second quarter of 2021. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Quarterly Census of Employment and Wages (QCEW). Major Employers The following table sets forth a brief description of selected major employers located in the City and surrounding area. No independent investigation of the stability or financial condition of the employers listed hereafter has been conducted; therefore, no representation can be made that these employers will continue to maintain their status as major employers in Larimer County. 54 Major Employers in the City of Fort Collins and Surrounding Area Name of Employer Product or Service Estimated Number of Employees Colorado State University Higher Education 9,196 University of Colorado Boulder Higher Education 6,230 Boulder Valley School District Education 4,500 Poudre School District R-1 Education 3,750 St. Vrain Valley School District Education 3,393 Weld County School District 6 Education 2,700 City of Fort Collins Government 2,500 Thompson School District R2J Education 2,113 Boulder County Government 2,040 Larimer County Government 1,933 Source: BizWest 2022 Book of Lists. Building Permits The following table sets forth the number of permits issued for construction in the City during the time period indicated. [City to provide information for 2021 and 2022.] History of Building Permits Issued in the City of Fort Collins New Single Family(1) New Multi-Family New Commercial(2) Year Permits Valuation Units Valuation Permits Valuation 2017 583 $123,784,230 695 $103,976,330 28 $54,560,177 2018 414 109,982,849 734 90,520,153 10 34,633,218 2019 320 77,293,394 545 71,579,114 8 7,534,510 2020 454 102,438,611 151 14,653,051 7 14,111,293 2021 2022(3) (1) Includes Single Family Detached and Single Family Attached dwellings. (2) Includes hotels/motels; office/bank/professional; mercantile/retail/services; recreation; garage/service station; grocery/convenience store; and industrial construction. Source: City of Fort Collins Building Services Department. Foreclosure Activity The following table sets forth the number of foreclosures filed in Larimer County during the time period shown. Such information only represents the number of foreclosures filed and does not take into account foreclosures which were filed and subsequently redeemed or withdrawn. 55 History of Foreclosures – Larimer County Year Number of Foreclosures Percent Change 2017 236 -- 2018 190 (19.5)% 2019 202 6.3 2020 82 (59.4) 2021 56 (31.7) 2022(1) 44 -- (1) Figures are for foreclosures filed from January 1 through March 31, 2022. Sources: Colorado Division of Housing (2017 to 2020 figures) and Public Trustee’s Office of Larimer County (2021 and 2022 figures). Education Poudre School District R-1, which includes substantially the entire City, presently has 28 elementary schools, nine middle schools, four senior high schools, two alternative high schools, five charter schools and five option schools. Total enrollment was 28,771 students for the 2020-21 school year. The main campus of Colorado State University (the “University”) is located in the City. The University was established in 1870 as the “Colorado Agricultural College” on land owned by the United States Department of Agriculture, and, with the adoption of the State Constitution in 1876, became a State institution. The University has eight colleges: (1) Agricultural Sciences, (2) Business, (3) Walter Scott, Jr. College of Engineering, (4) Health and Human Sciences, (5) Liberal Arts, (6) Natural Sciences, (7) Veterinary Medicine and Biomedical Sciences and (8) Warner College of Natural Resources. The University offers academic programs enabling students to obtain undergraduate, graduate and doctoral degrees. Total fall 2021 enrollment on the Fort Collins campus was 32,908, including 4,328 students enrolled in CSU Online. 56 TAX MATTERS General Matters. In the opinion of Butler Snow LLP, under existing laws, regulations, rulings and judicial decisions, interest on the 2022 Certificates (including any original issue discount properly allocable to the owner of a 2022 Certificate) is excludable from gross income for federal income tax purposes and is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The opinion described above assumes the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Code that must be met subsequent to the issuance of the 2022 Certificates. Failure to comply with such requirements could cause interest on the 2022 Certificates to be included in gross income for federal income tax purposes retroactive to the date of issuance of the 2022 Certificates. The City has covenanted to comply with such requirements. Special Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the 2022 Certificates. The opinion of Special Counsel does not cover the treatment for federal or Colorado income tax purposes of any monies received in payment of or in respect to the 2022 Certificates subsequent to the occurrence of an Indenture Event of Default, an Event of Lease Default or an Event of Nonappropriation. The accrual or receipt of interest on the 2022 Certificates may otherwise affect the federal income tax liability of the owners of the 2022 Certificates. The extent of these other tax consequences will depend on such owners’ particular tax status and other items of income or deduction. Special Counsel has expressed no opinion regarding any such consequences. Purchasers of the 2022 Certificates, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States of America), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of social security or railroad retirement benefits, taxpayers entitled to claim the earned income credit, taxpayers entitled to claim the refundable credit in Section 36B of the Code for coverage under a qualified health plan or taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the 2022 Certificates. Special Counsel is also of the opinion that, under existing State of Colorado statutes, interest on the 2022 Certificates is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the 2022 Certificates. Special Counsel has expressed no opinion regarding other tax consequences arising with respect to the 2022 Certificates under the laws of the State of Colorado or any other state or jurisdiction. Original Issue Discount. The 2022 Certificates that have an original yield above their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the “Discount Certificates”), are being sold at an original issue discount. The difference between the initial public offering prices of such Discount Certificates and their stated amounts to be paid at maturity constitutes original issue discount treated in the same manner for federal income tax purposes as interest, as described above. The amount of original issue discount that is treated as having accrued with respect to a Discount Certificate or is otherwise required to be recognized in gross income is 57 added to the cost basis of the owner of the Certificate in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Certificate (including its sale, redemption or payment at maturity). Amounts received on disposition of such Discount Certificate that are attributable to accrued or otherwise recognized original issue discount will be treated as federally tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Certificate, on days that are determined by reference to the maturity date of such Discount Certificate. The amount treated as original issue discount on such Discount Certificate for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such Discount Certificate (determined by compounding at the close of each accrual period) and (ii) the amount that would have been the tax basis of such Discount Certificate at the beginning of the particular accrual period if held by the original purchaser, less (b) the amount of any interest payable for such Discount Certificate during the accrual period. The tax basis for purposes of the preceding sentence is determined by adding to the initial public offering price on such Discount Certificate the sum of the amounts that have been treated as original issue discount for such purposes during all prior periods. If such Discount Certificate is sold between semiannual compounding dates, original issue discount that would have been accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Certificates should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date, with respect to when such original issue discount must be recognized as an item of gross income and with respect to the state and local tax consequences of owning a Discount Certificate. Subsequent purchasers of Discount Certificates that purchase such Discount Certificates for a price that is higher or lower than the “adjusted issue price” of the Discount Certificates at the time of purchase should consult their tax advisors as to the effect on the accrual of original issue discount. Original Issue Premium. The 2022 Certificates that have an original yield below their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the “Premium Certificates”), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Certificate over its stated redemption price at maturity constitutes premium on such Premium Certificate. A purchaser of a Premium Certificate must amortize any premium over such Premium Certificate’s term using constant yield principles, based on the purchaser’s yield to maturity (or, in the case of Premium Certificates callable prior to their maturity, generally by amortizing the premium to the call date, based on the purchaser’s yield to the call date and giving effect to any call premium). As premium is amortized, the amount of the amortization offsets a corresponding amount of interest for the period, and the purchaser’s basis in such Premium Certificate is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Certificate prior to its maturity. Even though the purchaser’s basis may be reduced, no federal income tax deduction is allowed. Purchasers of the Premium Certificates should consult their tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Certificate. 58 Backup Withholding. As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005, interest on federally tax-exempt obligations such as the 2022 Certificates is subject to information reporting in a manner similar to interest paid on taxable obligations. Backup withholding may be imposed on payments to any owner of the 2022 Certificates that fail to provide certain required information including an accurate taxpayer identification number to any person required to collect such information pursuant to Section 6049 of the Code. The reporting requirement does not in and of itself affect or alter the excludability of interest on the 2022 Certificates from gross income for federal income tax purposes or any other federal tax consequence of purchasing, holding or selling federally tax- exempt obligations. Changes in Federal and State Tax Law. From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to under this heading “TAX MATTERS” or adversely affect the market value of the 2022 Certificates. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the 2022 Certificates. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the 2022 Certificates or the market value thereof would be impacted thereby. Purchasers of the 2022 Certificates should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Special Counsel are based on existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the 2022 Certificates, and Special Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Prospective purchasers of the 2022 Certificates are advised to consult their own tax advisors prior to any purchase of the 2022 Certificates as to the impact of the code upon their acquisition, holding or disposition of the 2022 Certificates. 59 LEGAL MATTERS Litigation [City Attorney to confirm] The City Attorney states that there are no pending lawsuits or claims that have been filed against the City that will materially adversely affect the financial position of the City or its ability to enter into the Lease or to pay Base Rentals under the Lease as set forth therein. The City is, however, subject to certain pending and threatened litigation or administrative proceedings regarding various other matters arising in the ordinary course of the City’s business. It is the opinion of the City Attorney that the pending litigation is either adequately covered by insurance or, to the extent not insured, the final settlement thereof, individually or in the aggregate, is not expected to materially adversely affect the City’s financial position or its ability to perform its obligations under the Lease. Sovereign Immunity The Colorado Governmental Immunity Act, Title 24, Article 10, C.R.S. (the “Immunity Act”), provides that, with certain specified exceptions, sovereign immunity acts as a bar to any action against a public entity, such as the City, for injuries which lie in tort or could lie in tort. The Immunity Act provides that sovereign immunity is waived by a public entity for injuries occurring as a result of certain specified actions or conditions, including: the operation of a non-emergency motor vehicle owned or leased by the public entity; operation and maintenance of any public water, gas, sanitation, electrical, power or swimming facility; a dangerous condition of any public building; the operation of any public water facility; and a dangerous condition of a public highway, road or street as provided in the Immunity Act. In such instances, the public entity may be liable for injuries arising from an act or omission of the public entity, or an act or omission of its public employees, which are not willful and wanton, and which occur during the performance of their duties and within the scope of their employment. The City may not be held liable under the Immunity Act either directly or by indemnification for punitive or exemplary damages unless the City voluntarily pays such damages in accordance with State law. The maximum amounts that may be recovered under the Immunity Act for injuries occurring on or after January 1, 2022, whether from one or more public entities and public employees, are as follows: (a) for any injury to one person in any single occurrence, the sum of $424,000; (b) for an injury to two or more persons in any single occurrence, the sum of $1,195,000; except in such instance, no person may recover in excess of $424,000. Those amounts will increase every four years pursuant to a formula based on the Denver-Aurora- Greeley Consumer Price Index. The City may increase any maximum amount that may be recovered from the City for certain types of injuries. However, the City may not be held liable either directly or by indemnification for punitive or exemplary damages unless the City voluntarily pays such damages in accordance with State law. The City has not acted to increase the damage limitations in the Immunity Act. In 2021, the Legislature passed Senate Bill 21-088 which created a new cause of action (C.R.S. §13-20-1201, et seq.) and added a waiver of immunity for certain sexual misconduct claims that occurred on or after January 1, 1960, but before January 1, 2022 (C.R.S. §§24-10-106, -109). Any claims brought under Section 13-20-1201, C.R.S., et seq., must be 60 commenced before January 1, 2025. Claimants are limited to a maximum recovery of $500,000 unless a court finds certain aggravating factors by clear and convincing evidence, in which case the total amount awarded to a claimant cannot exceed $1,000,000 dollars. The City’s current insurance coverage is sufficient to cover claims accruing on and after fiscal year [__]. However, the City maintained lower levels of insurance coverage for some of the time periods covered by the law, and it is not certain that the City’s historical insurance coverage is sufficient to cover the maximum potential damages. To date, the City has not received any notices or demands under the new cause of action created by Section 13-20-1201, C.R.S., et seq., and the City has plans in place to address any such claims in the event they are alleged in the future. [City Attorney to update and confirm] The City may be subject to civil liability and damages including punitive or exemplary damages and it may not be able to claim sovereign immunity for actions founded upon various federal laws, or other actions filed in federal court. Examples of such civil liability include suits filed pursuant to 42 U.S.C. § 1983 alleging the deprivation of federal constitutional or statutory rights of an individual. In addition, the City may be enjoined from engaging in anti- competitive practices which violate the antitrust laws. However, the Immunity Act provides that it applies to any State court having jurisdiction over any claim brought pursuant to any federal law, if such action lies in tort or could lie in tort. Approval of Certain Legal Proceedings The approving opinion of Butler Snow LLP, as Special Counsel, will be delivered with the Certificates. A form of the Special Counsel opinion is attached to this Official Statement as Appendix E. Butler Snow LLP, Denver, Colorado, has also acted as Special Counsel to the City in connection with this Official Statement. Certain matters will be passed upon for the City by the City Attorney. Certain Constitutional Limitations General. In 1992, Colorado voters approved a constitutional amendment which is codified as Article X, Section 20, of the Colorado Constitution (the Taxpayers Bill of Rights or “TABOR”). In general, TABOR restricts the ability of the State and local governments to increase revenues and spending, to impose taxes, and to issue debt and certain other types of obligations without voter approval. TABOR generally applies to the State and all local governments, including school districts (“local governments”), but does not apply to “enterprises,” defined as government-owned businesses authorized to issue revenue bonds and receiving under 10% of annual revenue in grants from all state and local governments combined. Because some provisions of TABOR are unclear, litigation seeking judicial interpretation of its provisions has been commenced on numerous occasions since its adoption. Additional litigation may be commenced in the future seeking further interpretation of TABOR. No representation can be made as to the overall impact of TABOR on the future activities of the City, including its ability to generate sufficient revenues for its general operations, to undertake additional programs or to engage in any subsequent financing activities. Voter Approval Requirements and Limitations on Taxes, Spending, Revenues, and Borrowing. TABOR requires voter approval in advance for: (a) any new tax, tax rate increase, mill levy above that for the prior year, valuation for assessment ratio increase, extension of an expiring tax, or a tax policy change causing a net tax revenue gain; (b) any 61 increase in a local government’s spending from one year to the next in excess of the limitations described below; (c) any increase in the real property tax revenues of a local government from one year to the next in excess of the limitations described below; or (d) creation of any multiple- fiscal year direct or indirect debt or other financial obligation whatsoever (subject to certain exceptions such as the refinancing of obligations at a lower interest rate). TABOR limits increases in government spending and property tax revenues to, generally, the rate of inflation and a local growth factor which is based upon, for cities, the actual value of new construction in the local government. Unless voter approval is received as described above, revenues collected in excess of these permitted spending limitations must be rebated. Debt service on bonds can be paid without regard to any spending limits, assuming revenues are available to do so. In 1997, the City received approval from its voters to collect and spend, for 1996 and each subsequent year, the full proceeds received pursuant to the City’s property taxes and all other funds and revenue sources that exceed the TABOR revenue and spending limitations, provided such excess revenues are spent for one or more of the following purposes: public health and safety, including, but not limited to, environmental monitoring and mitigation; growth management; transportation services; and maintaining and repairing City facilities. Emergency Reserve Funds. TABOR also requires local governments to establish emergency reserve funds. The reserve fund must consist of at least 3% of fiscal year spending. TABOR allows local governments to impose emergency taxes (other than property taxes) if certain conditions are met. Local governments are not allowed to use emergency reserves or taxes to compensate for economic conditions, revenue shortfalls, or local government salary or benefit increases. The City has set aside emergency reserves as required by TABOR. Other Limitations. TABOR also prohibits new or increased real property transfer tax rates and local government income taxes. TABOR allows local governments to enact exemptions and credits to reduce or end business personal property taxes; provided, however, the local governments’ spending is reduced by the amount saved by such action. With the exception of K-12 public education and federal programs, TABOR also allows local governments (subject to certain notice and phase-out requirements) to reduce or end subsidies to any program delegated for administration by the General Assembly; provided, however, the local governments’ spending is reduced by the amount saved by such action. Police Power The obligations of the City are subject to the reasonable exercise in the future by the State and its governmental bodies of the police power inherent in the sovereignty of the State and to the exercise by the United States of America of the powers delegated to it by the federal constitution, including bankruptcy. MUNICIPAL ADVISOR Hilltop Securities Inc., Denver, Colorado (the “Municipal Advisor”) has served as Municipal Advisor to the City with respect to the Certificates. As the City’s Municipal Advisor, the Municipal Advisor has assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring, rating and issuance of the Certificates. In its role of Municipal Advisor to the City, the Municipal Advisor has not undertaken either to make an 62 independent verification of or to assume responsibility for the accuracy or completeness of the information contained in the Official Statement and the appendices hereto. INDEPENDENT AUDITORS The basic financial statements of the City for the fiscal year ended December 31, 2020, included in this Official Statement as Appendix A, have been audited by RSM US LLP, certified public accountants, Denver, Colorado, to the extent and for the period indicated in their report thereon. The City will not obtain a consent letter from its auditor for the inclusion of the audit report in this Official Statement. RSM US LLP, the City’s independent auditor, has not been engaged to perform, and has not performed, since the date of the report included herein, any procedures on the financial statements addressed in that report. RSM US LLP also has not performed any procedures relating to this Official Statement. RATING Moody’s Investors Service (“Moody’s”) has assigned the Certificates the rating shown on the cover page of this Official Statement. An explanation of the significance of any Moody’s rating may be obtained from Moody’s at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. The rating reflect only the views of the rating agency, and there is no assurance that the rating will continue for any given period of time or that the rating will not be revised downward or withdrawn entirely by the rating agency if, in its judgment, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price or liquidity of the Certificates. Except for its responsibilities under the Disclosure Certificate, the City has not undertaken any responsibility to bring to the attention of the owners of the Certificates any proposed change in or withdrawal of such ratings once received or to oppose any such proposed revision. PUBLIC SALE The City expects to offer the Certificates at a public sale on [July 12], 2022. See the notice of Public Sale, dated [June 30], 2022. OFFICIAL STATEMENT CERTIFICATION The preparation of this Official Statement and its distribution has been authorized by the City. This Official Statement is hereby duly approved by the City as of the date on the cover page hereof. CITY OF FORT COLLINS, COLORADO By: /s/ Mayor A-1 APPENDIX A AUDITED BASIC FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 NOTE: The audited basic financial statements of the City for the year ended December 31, 2020, have been excerpted from the City’s Annual Comprehensive Financial Report for that year. Combining and individual fund financial statements, the introductory section and statistical tables for the year ended December 31, 2020, were purposely excluded from this Appendix A. Such statements provide supporting details and are not necessary for a fair presentation of the general purpose financial statement of the City. B-1 APPENDIX B CERTAIN DEFINTIONS AND DOCUMENT SUMMARIES C-1 APPENDIX C BOOK-ENTRY ONLY SYSTEM D-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE E-1 APPENDIX E FORM OF OPINION OF SPECIAL COUNSEL E-2 64305846.v1 COPs Financing: 05-17-2022 Hughes Land Purchase & Southridge Golf Irrigation System Improvement & Fleet Shop Expansion Blaine Dunn Accounting Director Amanda Newton Sr. Treasury Analyst ATTACHMENT 7 2Overview •Authorize the financing of: •Hughes Land Purchase •Southridge Golf Irrigation System Improvement •Fleet Shop Expansion •Financing through Certificates of Participation (COPs) 3Agenda •Project Information •Debt Structure •Collateral Needed •Cost Share •Finance in Phases •Ordinance Parameters Hughes Stadium Land Purchase •Vo ter-approved Ballot Measure --To rezone Hughes stadium as open lands --Direct the City to purchase from CSU at fair market value •To tal Estimated Cost: $12.5M --$2M from General Fund --$2M from Natural Area Fund --$8.5M from COP financing •Costs will be retroactively allocated proportionally to corresponding funds once land use is determined 4 Southridge Golf Course Irrigation System Project •To install a new irrigation system at Southridge golf course •Conditions of existing irrigation system: --Approaching 40 years old --Frequent breaks and failures --Costly repairs and labor •Benefits of new irrigation system: --Water application efficiency --Savings in repair and labor costs •To tal Estimated Cost: $5M 5 Fleet Shop Expansion Project •Build two garage bays to maintain CNG fueled fleet vehicles in compliance with City and State codes. •Existing bays do not meet the compliance code for CNG vehicles •Meet the increasing demand for more maintenance workspace as fleet grows •To tal Estimated Cost: $4M ($1M from reserves + $3M from COP financing) 6 Debt Structure 7 •To tal Project Cost: $21.5M •Cash Payments: $5.0M •Hughes •Natural Areas Fund –$2M •General Fund --$2M •Fleet Facility •Ops Reserve --$1M •Estimated Project Borrowing: $16.5M •15 Year Term •Fixed interest rate •Semiannual payments starting in Dec. 2022 •Last payment December 2037 •To tal Borrowing: •Issue Costs $ 0.4M •Project Amounts $ 16.5M •To tal $ 16.9M 8Collateral Needed •215 N Mason Building •Insured value of $10.8M •Collateral on 2019 COP •Civic Center Parking Garage •Insured value of $16M •Collateral on 2019 COP •McKee Strip Parcels (Coyote Ridge) •Appraised value of $10M Use McKee Strip Parcels (Coyote Ridge Natural Area) as collateral for COP issuance and substitute Hughes land in its place once purchase is finalized Collateral Needed 2019 COP Value $27M Par Outstanding $21M Existing Value for Additional COP $6M 2022 COP Financing $16.5M Collateral Needed under 2019 $10.5M The 2022 COP will be issued as Additional Certificates under the 2019 COP Estimated Cost Share 9 To tal Hughes GOLF OPS 16.5$ 8.5$ 5.0$ $ 3.0 Debt Obligation % Share 52%30%18% Principal Borrowing $ 16,500,000 Te rm 15* Interest**4.4% Annual Payment Share $1,070,000***$470,000 $284,000 Debt Share Allocation ($ in millions) **Market rates as of 05/09/2022; subject to change *10-year term for Hughes project and 15-year term for both golf and ops projects $1,824,000 ***Annual payment split 50/50 between General Fund and Natural Area Fund until land use determined. Payments will be retroactively trued up and allocated going forward 10Option for COP Finance in Phases Why to finance in phases •To be able to proceed with Golf/Fleet projects if the Hughes land acquisition is delayed •To allow flexibility in the timing of the projects to achieve the best available financing terms •To avoid repeating the process and incurring added cost if not all projects can be financed together What to expect with financing in phases •COPs can be sold in one or more series to finance all or a portion of the projects •Council delegates to the City Manager to determine: •The projects to be financed in whole or in part, at one time or at different times •Portions or all McKee strip parcels to be added as collateral •The delegation will be effective one year after the Ordinance is adopted •Each series of COP issuance still needs to be in line with the Parameters Ideally staff will finance all three projects at once; Phasing may be needed for an actively negotiated real estate transaction 11Ordinance Parameters Parameters Annual Repayment: $2.1M To tal Repayment: $24M Estimated Annual Repayment: $1.8M To tal Repayment: $22M Mechanics of Ordinance Parameters Rates move up fast due to interest rate hikes Ti me between ordinance authorization and COP sale opens to more uncertainties Price is always determined by the market Competitive sale assures the lowest interest rate Parameters to provide flexibility and accommodate one or more series of COP issuance Council makes the decision if Parameters are exceeded 12KeyUpcoming Dates •May 17 •June 7 •June 8-10 •June 22 •June 24 •June 30 •July 12 •July 21 COP Ordinance first reading COP Ordinance second reading Rating agency call Rating results received City FY2021 Audit Complete and Final Preliminary Official Statement posted to Internet Marketing of Certificates of Participation Closing and delivery of proceeds 13Ordinance Ordinance No. 062, 2022 –Authorizing the Financing for the projects •Maximum annual payment not to exceed: $2.1M •To tal repayment amount not to exceed: $24M Parameters are included in Ordinance for financing QUESTIONS? 15Appendix Appendix Cost Share Based on Ordinance Parameters 16 To tal Hughes GOLF OPS 16.5$ 8.5$ 5.0$ $ 3.0 Debt Obligation % Share 52%30%18% Principal Borrowing $ 16,500,000 Te rm 15* Interest**5.0% Annual Payment Share $1,142,000***$501,000 $301,000 Debt Share Allocation ($ in millions) $1,944,000 Difference $120,000 $72,000 $31,000 $17,000 **Market rates as of 05/9/2022; subject to change *10-year term for Hughes project and 15-year term for both golf and ops projects ***Annual payment split 50/50 between General Fund and Natural Area Fund until land use determined. Payments will be retroactively trued up and allocated going forward 17Coyote Ridge Natural Area 18Total Debt Service -1- ORDINANCE NO. 062, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY BY THE CITY OF ONE OR MORE AMENDMENTS TO 2019 TRUST INDENTURE, LEASES AND OTHER RELATED DOCUMENTS FOR THE ISSUANCE OF 2022 CERTIFICATES OF PARTICIPATION FOR THE FINANCING OF CERTAIN CITY PROJECTS WHEREAS, the City of Fort Collins, Colorado (the “City”) is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the City (the “Charter”); and WHEREAS, the City is authorized by Article XX, Section 6 of the Colorado Constitution, and part 8 of Article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the City Council of the City (the “City Council”) is authorized by Chapter 23, Article IV, Division 2 of the Fort Collins Municipal Code, to lease any and all interests in real property owned in the name of the City if the City Council first finds that the lease is in the best interest of the City; and WHEREAS, the City and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee (the “Trustee”) previously entered into a Site and Improvement Lease, dated March 21, 2019 (the “Original Site Lease”) and a Lease Purchase Agreement, dated March 21, 2019 (the “Original Lease”) to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with t he City of Loveland, Colorado (collectively, the “2019 Project”); and WHEREAS, the Leased Property under the Original Site Lease and the Original Lease consists of certain real property owned in fee title by the City, which consists of two parcels and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage (the “2019 Leased Property”); and WHEREAS, to finance the 2019 Project, the City leased the 2019 Leased Property to the Trustee pursuant to the Original Site Lease, and the Trustee leased back the 2019 Leased Property to the City pursuant to the Original Lease; and WHEREAS, in connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered an Indenture of Trust, dated March 21, 2019 (the “Original Indenture”) pursuant to which there were executed and delivered certain certificates of participation (the “2019 Certificates”) dated as of their date of delivery that evidence certain proportionate interests in the right to receive certain revenues under the Original Lease; and -2- WHEREAS, the net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project; and WHEREAS, the City Council has determined and now hereby determines that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maint enance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”); and WHEREAS, to provide for the financing of all or a portion of the 2022 Project, the City Council has determined and now hereby determines that it is in the best interest of the City and its inhabitants to enter into (a) one or more amendments to the Original Site Lease (colle ctively, the “Amendments to Site Lease”), and (b) one or more amendments to the Original Lease (collectively, the “Amendments to Lease”); and WHEREAS, there has been filed with the City (a) a First Amendment to Site and Improvement Lease between the City, as lessor, and the Trustee, as lessee (the “First Amendment to Site Lease”), and (b) a First Amendment to Lease Purchase Agreement, between the Trustee, as lessor, and the City, as lessee (the “First Amendment to Lease”); and WHEREAS, the Amendments to Site Lease shall be in substantially the form of the First Amendment to Site Lease, provided that the Amendments to Site Lease may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance (collectively, the Original Site Lease, the First Amendment to Site Lease and any subsequent Amendments to Site Lease shall be referred to herein as the “Site Lease”); and WHEREAS, the Amendments to Lease authorized by this Ordinance shall be in substantially the form of the First Amendment to Lease, provided that the Amendments to Lease may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance (collectively, the Original Lease, the First Amendment to Lease and any subsequent Amendments to Lease shall be referred to herein as the “Lease”); and WHEREAS, the City owns fee title to two parcels of real property that are located in the Coyote Ridge Natural Area, that are known as the McKee Strips, that presently serve as natural areas, with one parcel consisting of approximately 640 acres and one parcel consisting of approximately 320 acres (collectively, the “McKee Strip Parcels”); and WHEREAS, to effectuate the financing of all or a portion of the 2022 Project, the City Council has determined and hereby determines that one or both of the McKee Strip Parcels, and any buildings and improvements located thereon, shall be added to the 2019 Leased Property (collectively, the “Leased Property”) pursuant to the Amendments to Site Lease and the -3- Amendments to Lease, as determined by the City Manager, as further set forth in Section 4 hereof; and WHEREAS, contemporaneously with the execution and delivery of the Amendments to Site Lease and the Amendments to Lease, the Trustee will execute and deliver one or more Supplements to Indenture of Trust that will amend and supplement the Original Indenture (collectively, the “Supplemental Indentures” and together with the Original Indenture, the “Indenture”) pursuant to which there will be executed and delivered one or more series of Certificates of Participation (collectively, the “2022 Certificates”) that will be Additional Certificates under the Indenture; and WHEREAS, the 2022 Certificates will be dat ed as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, the City Council has determined and now hereby determines that the competitive sale of the 2022 Certificates in one or more series, at one time or from time to time, is to the best advantage of the City; and WHEREAS, the net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will finance the acquisition, construction and installation of all or a portion of the 2022 Project and pay the costs of issuance in connection therewith; and WHEREAS, pursuant to the Lease, and subject to the right of the City to terminate the Lease and other limitations as therein provided, the City will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the City to use the Leased Property; and WHEREAS, the City’s obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute currently budgeted expenditures of the City; shall not constitute a mandatory charge or requirement in any ensuing budget year; shall not constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, charter, statutory limitation or other requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the City in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, the Site Lease provides that it may only be amended, changed, modified, or altered with the prior written consent of the City and the Trustee and in accordance with the provisions of the Indenture, and the Indenture provides that the City and the Trustee may amend the Site Lease, without the consent of or notice to the owners of the 2019 Certificates to, among other matters, make additions to the Leased Property, amend the schedule of Base Rentals and -4- make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Indenture; and WHEREAS, the Lease provides that it may only be amended, changed, modified, or altered as provided in the Indenture, and the Indenture provides that the Trustee and the City may amend the Lease, without the consent of or notice to the owners of the 2019 Certificates to, among other matters, make additions to the Leased Property, amend the Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Indenture; and WHEREAS, the Indenture provides that the Trustee may, with the written consent of the City, but without the consent of or notice to the owners of the 2019 Certificates, enter into such indentures or agreements supplemental thereto to, among other purposes, authorize the execution and delivery of Additional Certificates for the purposes and under the conditions set forth in the Indenture; and WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S., as amended (the “Supplemental Act”), provides that a public entity, including the City, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act; and WHEREAS, there has been presented to the City Council and are on file with the City Clerk the following: (i) the proposed form of the First Amendment to Site Lease; (ii) the proposed form of the First Amendment to Lease; (iii) the proposed form of the Continuing Disclosure Certificate to be provided by the City in connection with the execution and delivery of each series of the 2022 Certificates (collectively, the “Disclosure Certificate”); (iv) the proposed form of the Notice of Sale to be used in connection with the competitive sale of the 2022 Certificates in one or more series (collectively, the “Notice of Sale”); and (v) the Preliminary Official Statement (the “Preliminary Official Statement”) relating to the 2022 Certificates; and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Lease and the First Amendment to Lease. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO as follows: Section 1. Recitals Incorporated. The foregoing recitals are incorporated herein by reference and adopted as findings and determinations of the City Council. Section 2. Ratification and Approval of Prior Actions. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the City Council or the officials, officers, agents or employees of the City relating to the execution and delivery of the Amendments to Site Lease and the Amendments to Lease, the acquisition, construction and installation of all or a portion of the 2022 Project, and the sale, execution and delivery of the 2022 Certificates is hereby ratified, approved and confirmed. -5- Section 3. Finding of Best Interests. The City Council hereby finds and determines, pursuant to the Colorado Constitution, the laws of the State of Colorado and the Charter, that the acquisition, construction and installation of all or a portion of the 2022 Project, and the financing of the costs thereof, including the costs of issuance incurred in connection therewith, pursuant to the terms set forth in the Site Lease (as amended by the Amendments to Site Lease), the Lease (as amended by the Amendments to Lease), the Indenture (as amended by the Supplemental Indentures) and the Sale Certificate (hereinafter defined) are necessary, convenient, and in furtherance of the City’s public purposes and are in the best interests of the City and the City Council hereby authorizes and approves the same. Section 4. Authority to Finance 2022 Project; Leased Property. The City Council hereby finds and determines that it is in the best interests of the City to allow flexibility in the timing of the 2022 Project to achieve the best available financing terms. Pursuant to the Charter, the City Council hereby delegates to the City Manager the authority to determine whether it is in the City’s best interest to finance all or a portion of the 2022 Project, and to determine whether to finance all or a portion of the 2022 Project at one time or at different times. The 2022 Project may be financed in whole or in part, and at such times as are determined by the City Manager to be in the best interest of the City. The City shall not be obligated to finance all or any portion of the 2022 Project. In the event that the City Manager determines to finance the 2022 Project in phases, all references herein to the 2022 Project shall collectively include all portions of the 2022 Project financed pursuant to this Ordinance, whether such portions were financed in 2022 or in 2023. The City Council hereby determines that the real property that shall be added to the Site Lease and the Lease as Leased Property thereunder pursuant to the Amendments to Site Lease and the Amendments to Lease shall be the McKee Strip Parcels, unless the City Council adopts a resolution authorizing additional real property to be added as Leased Property under the Site Lease and the Lease. The City Council delegates to the City Manager the authority to determine which portions of the McKee Strip Parcels shall be added as Leased Property under the Site Lease and the Lease in order to finance all or a portion of the 2022 Project. In the event that the 2022 Project is financed in phases, the McKee Strip Parcels may be added to the Leased Property at different times as determined by the City Manager to be in the best interes ts of the City. The City shall not be obligated to add both McKee Strip Parcels as Leased Property under the Site Lease and the Lease. The delegation set forth in this Section 4 shall be effective for one year following the effective date of this Ordinance. Section 5. Supplemental Act; Parameters. The City Council hereby elects to apply all of the provisions of the Supplemental Act to the Site Lease and the Lease, and in connection therewith delegates to each of the City Manager and the Financial Officer of the City (the “Financial Officer”) the independent authority to make any determination delegable pursuant to §11-57-205(1)(a-i) C.R.S., as amended, in relation to the Amendments to Site Lease and the Amendments to Lease, and to execute one or more sale certificates (collectively, the “Sale Certificate”) setting forth such determinations, including without limitation, the term of the Site Lease (as amended by the Amendments to Site Lease), the additional rental amount to be paid by the Trustee pursuant to the applicable Amendment to Site Lease, the term of the Lease (as -6- amended by the Amendments to Lease), and the additional rental amount payable by the City pursuant to the applicable Amendment to Lease, subject to the following parameters and restrictions: a. In the event that the City finances only the portions of the 2022 Project consisting of the Golf Course Improvements and the Maintenance Facility, the total additional consideration to be paid by the Trustee to the City pursuant to the Amendments to Site Lease related thereto shall be not less than $8,000,000; b. In the event that the City finances the portions of the 2022 Project consisting of the Hughes Stadium Acquisition, the Golf Course Improvements and the Maintenance Facility, the total additional consideration to be paid by the Trustee to the City pursuant to the Amendments to Site Lease related thereto shall not be less than $16,500,000; c. the term of the Site Lease shall not extend beyond December 31, 2048; d. the maximum annual amount of the Base Rentals payable by the City pursuant to all of the Amendments to Lease authorized by this Ordinance that is attributable to the aggregate principal of and interest on the 2022 Certificates shall not exceed $2,100,000; e. the maximum total amount of Base Rentals payable by the City pursuant to all of the Amendments to Lease authorized by this Ordinance that is attributable to the aggregate principal of and interest on the 2022 Certificates shall not exceed $24,000,000; f. the Lease Term shall not extend beyond December 31, 2038; and g. the purchase price of each series of the 2022 Certificates shall not be less than 100% of the aggregate principal amount of such series. Pursuant to §11-57-205 of the Supplemental Act, the City Council hereby delegates to each of the City Manager and the Financial Officer the independent authority to receive bids for the purchase of each series of the 2022 Certificates and to determine the best bid therefor in accordance with the provisions of this Ordinance, and subject to the parameters set forth herein and the other terms and provisions set forth in this Ordinance and the applicable Notice of Sale. The City Manager and the Financial Officer are each hereby authorized to accept a binding bid for each series of the 2022 Certificates. The 2022 Certificates or any portion thereof may be sold at different times and may be sold to different purchasers as determined by the City Manager or the Financial Officer to be in the best interests of the City. The purchaser of each series of the 2022 Certificates and the terms of the winning bid shall be set forth in the applicable Sale Certificate. -7- In the event that all or a portion of the 2022 Certificates are executed and delivered in calendar year 2023, the City Manager and the Financial Officer shall have the authority to change the name of such series and the series designation without further action by the City Council. All references herein to the 2022 Certificates shall include all Additional Certificates issued pursuant to the authority set forth in this Ordinance whether issued in calendar year 2022 or calendar year 2023. The delegation set forth in this Section 5 shall be effective for one year following the date hereof. The City Council hereby agrees and acknowledges that the net proceeds o f the 2022 Certificates will be used, together with other available moneys of the City, to finance the costs of acquiring, constructing and installing all or a portion of the 2022 Project and to pay costs of issuance of the 2022 Certificates. Section 6. Approval of Documents. The Amendments to Site Lease and the Amendments to Lease, in substantially the forms of the First Amendment to Site Lease and the First Amendment to Lease presented to the City Council and on file with the City Clerk, are in all respects approved, authorized and confirmed, and the Mayor of the City is hereby authorized and directed for and on behalf of the City to execute and deliver the Amendments to Site Lease and the Amendments to Lease in substantially such forms, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. The Disclosure Certificate in substantially the form of the Disclosure Certificate presented to the City Council and on file with the City Clerk, is in all respects approved, authorized and confirmed, and the Mayor of the City is hereby authorized and directed for and on behalf of the City to execute and deliver a Disclosure Certificate in substantially such form, in connection with each series of 2022 Certificates executed and delivered pursuant to this Ordinance, provided that such document may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. The execution of the Amendments to Site Lease, the Amendments to Lease and one or more Disclosure Certificates by the Mayor shall be conclusive evidence of the approval by the City Council of such documents in accordance with the terms hereof and thereof. Section 7. Competitive Sale of 2022 Certificates; Notice of Sale. The 2022 Certificates shall be sold by competitive sale in one or more series, and at one time or from time to time, as determined by the City Manager to be in the best interests of the City, in accordance with the applicable Notice of Sale. The City Council hereby approves the Notice of Sale in substantially the form presented to the City Council and on file with the City Clerk, provided that such Notice of Sale may be completed, corrected or revised as deemed necessary by the City Manager in order to carry out the purposes of this Ordinance and to reflect the terms of the applicable 2022 Certificates. The Financial Officer is hereby authorized and directed to cause the Notice of Sale to be distributed to prospective bidders on the 2022 Certificates. Section 8. Official Statement. The designation of the Preliminary Official Statement by the Mayor or the City Manager as a “deemed final Official Statement” for purposes of Ru le -8- 15c2-12 of the Securities and Exchange Commission is hereby authorized and confirmed. A final Official Statement, in substantially the form of the Preliminary Official Statement presented to the City Council and on file with the City Clerk, is in all respects approved and authorized. The Mayor is hereby authorized and directed to execute and deliver the final Official Statement, for and on behalf of the City, in substantially the form and with substantially the same content as the Preliminary Official Statement presented to the City Council and on file with the City Clerk, provided that such document may be completed, corrected, or revised as deemed necessary by the City Manager. The distribution of the Notice of Sale, the Preliminary Official Statemen t and the final Official Statement to prospective purchasers of each series of the 2022 Certificates is hereby ratified, approved, and authorized. The City Council hereby acknowledges and confirms that in the event that the 2022 Certificates are sold in more than one series at different times, that the City will prepare a Preliminary Official Statement and an Official Statement for each such series and that the Preliminary Official Statement and the Official Statement will be completed, corrected and revised to reflect the applicable series being sold. The City Council authorizes all such completions, corrections and revisions as deemed necessary by the City Manager. Section 9. Direction to Act. The City Clerk is hereby authorized and directed to attest all signatures and acts of any official of the City in connection with the matters authorized by this Ordinance and to place the seal of the City on any document authorized and approved by this Ordinance. The Mayor, the City Clerk, the City Manager, the Financial Officer, the City Attorney and other employees and officials of the City are hereby authorized and directed to execute and deliver for and on behalf of the City any and all additional certificates, documents and other papers, and to perform all other acts that they may deem necessary or appropriate in order to implement and carry out the transactions and other matters authorized by this Ordinance. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate for their completion, deletions therefrom and additions thereto as may be approved by the City Manager, in consultation with the City Attorney, prior to the execution of the documents. The executi on of any instrument by the appropriate officers of the City herein authorized shall be conclusive evidence of the approval by the City of such instrument in accordance with the terms hereof. The Mayor, the City Clerk, the City Manager, the Financial Offic er, the City Attorney and any other employee or official of the City that is authorized or directed to execute any agreement, document, certificate, instrument or other paper in accordance with this Ordinance (collectively, the “Authorized Documents”) are hereby authorized to execute Authorized Documents electronically via facsimile or email signature. Any electronic signature so affixed to any Authorized Document shall carry the full legal force and effect of any original, handwritten signature. This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. The execution of any document or instrument by the appropriate officers of the City herein authorized, whether executed manually or by electronic signature in accordance with Title 24, Article 71.3, C.R.S., shall be conclusive evidence of the approval by the City of such document or instrument in accordance with the terms hereof. Section 10. No General Obligation Debt. No provision of this Ordinance, the Site Lease, the Lease, the Indenture, the Disclosure Certificate, the Notice of Sale, the Preliminary -9- Official Statement, the final Official Statement or the Certificates shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, statutory or Charter provision, nor a mandatory charge or requirement against the City in any ensuing fiscal year beyond the then current fiscal year. The City shall have no obligation to make any payment with respect to the Certificates except in connection with the payment of the Base Rentals and certain other payments under the Lease, which payments may be terminated by the City in accordance with the provisions of the Lease. Neither the Lease nor the Certificates shall constitute a mandatory charge or requirement of the City in any ensuing fiscal year beyond the then current fiscal year or constitute or give rise to a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, statutory or Charter debt limitation and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation whatsoever. No provision of the Site Lease, the Lease or the Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the City within the meaning of Se ctions 1 or 2 of Article XI of the Colorado Constitution. Neither the Lease nor the Certificates shall directly or indirectly obligate the City to make any payments beyond those budgeted and appropriated for the City’s then current fiscal year. Section 11. Reasonableness of Rentals; Fair Market Value. The City Council hereby determines and declares that the Base Rentals due under the Lease, as recalculated to reflect the execution and delivery of the Amendments to Lease and the execution and delivery of t he 2022 Certificates, in accordance with the parameters set forth in Section 5 hereof, constitute the fair rental value of the Leased Property, as amended, and do not exceed a reasonable amount so as to place the City under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property pursuant to the Lease. The City Council hereby determines and declares that the period during which the City has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the useful life of the Leased Property. The City Council hereby further determines that the additional amount of rental payments to be received by the City from the Trustee pursuant to the Amendments to Site Lease, in the minimum amounts set forth in Section 4(a) and 4(b) hereof, together with the rental amount received from the Trustee in connection with the execution and delivery of the Original Site Lease, is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the Site Lease as provided therein. Section 12. No Recourse against Officers and Agents. Pursuant to §11-57-209 of the Supplemental Act, if a member of the City Council, or any officer or agent of the City acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Certificates. Such recourse shall not be available either directly or indirectly through the City Council or the City, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such Certificate specifically waives any such recourse. -10- Section 13. Repealer. All ordinances, resolutions, bylaws, orders, and other instruments, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any ordinance, resolution, bylaw, order, or other instrument, or part thereof, heretofore repealed. Section 14. Severability. If any section, subsection, paragraph, clause or other provision of this Ordinance for any reason is held to be invalid or unenforceable, the invalidity or unenforceability of such section, subsection, paragraph, clause or other provision shall not affect any of the remaining provisions of this Ordinance, the intent being that the same are severable. Section 15. Charter Controls. Pursuant to Article XX of the State Constitution and the Charter, all State statutes that might otherwise apply in connection with the provisions of this Ordinance are hereby superseded to the extent of any inconsistencies or conflicts between the provisions of this Ordinance and the Sale Certificate authorized hereby and such statutes. Any such inconsistency or conflict is intended by the City Council and shall be deemed made pursuant to the authority of Article XX of the State Constitution and the Charter. Introduced, considered favorably on first reading and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: City Clerk Passed and adopted, without amendment, on final reading this 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: City Clerk