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AGENDA ITEM SUMMARY ITEM NUMBER: 8 A-C
DATE: February 15. 2000
• FORT COLLINS CITY COUNCIL Alan Ki-cmarik
STAFF: Jay Hardy
SUBJECT :
Items Related to the Issuance of City of Fort Collins Downtown Development Authority
Subordinate Tax Increment Revenue Bonds, Series 2000.
RECOMMENDATION:
The DDA Board of Directors and staff recommend adoption of Ordinance No. 23, 2000 on First
Reading and Ordinance No. 9 and Ordinance No. 10, 2000 on Second Reading.
EXECUTIVE SUMMARY:
A. Second Reading of Ordinance No. 9. 2000, Authorizing the Issuance of City of Fort
Collins, Colorado, Downtown Development Authority Subordinate Tax Increment
Revenue Bonds, Series 2000A, Dated their Delivery Date, in the Aggregate Principal
Amount of $608,000 for the Purpose of Financing Certain Capital Improvements and
Capital Projects; and Providing for the Pledge of Certain Incremental Ad Valorem Tax
Revenues to Pay the Principal of, Interest on and any Premium Due in Connection with
the Redemption of the Bonds.
On February 4, 2000, the City accepted bids from financial institutions interested in buying the
bonds. The lowest cost offer to buy the bonds was submitted by Key Bank. Key Bank bid a rate
of 5.775% which will reset as the prime rate changes. City staff has evaluated the Key Bank
offer to buy and has found it to be in the City's best interest to accept the offer to buy the bonds.
The Ordinance has been revised to reflect the variable interest rate of the bonds and the
appropriate amounts.
The total sources and uses of the bond proceeds are itemized in the table below:
Sources and Uses of Bond Proceeds
Sources:
Bond Proceeds $608.000
City Contribution for Administrative Costs 5,494
(this amount will come from previously appropriated
funds in the Engineering Department)
Total sources $613,494
Uses:
Armstrong Hotel Project
$240.000
401 West Mountain Project 170,800
DATE: February 15, 2000 2 ITEM NUMBER: 8 A-C
Four Corners Project 140.000
Walnut Street Project 45.000
DDA Share of Issuance Costs 12.200
City Share of Issuance Costs 5.494
Total uses $613.494
B. Second Reading of Ordinance No. I O. 2000, Appropriating Proceeds from the Issuance of
City of Fort Collins, Colorado, Downtown Development Authority Taxable Subordinate
Tax Increment Revenue Bonds, Series 2000, for the Purpose of Making Certain Capital
Improvements in the Downtown Area of Fort Collins, Authorizing the Transfer of
Appropriations Between Funds and Appropriating Expenditures from the DDA Debt
Service Fund to Make the 2000 Payment on the Bonds.
Ordinance No.10, 2000, has been revised. The project managers met on February 4, 2000, and
decided that money for the Four Corners and Walnut Street projects would have more flexibility
if the amounts of money for the projects were transferred to the City capital projects fund. This
helps the project managers because the appropriation does not lapse at year-end. Due to the need
to coordinate these projects with several other downtown area improvements. there is some
possibility that these two projects may not be completed by December 31. 2000. This ordinance
has also been revised to lower the estimated 2000 debt service costs from $80.000 to $50,000.
Annual debt service payments for ensuing years will be included in the annual appropriations
ordinance. i
C. First Reading of Ordinance No. 23, 2000, Appropriating Unanticipated Revenue in the
Capital Projects Fund for the Purpose of Constructing Improvements in the Downtown
Area Consistent with the Mission of the Downtown Development Authority.
The Budget Office has prepared a new appropriations ordinance, Ordinance No. 23, 2000, which
appropriates the transferred bond proceeds in the capital projects fund. This Ordinance is being
presented on First Reading. Second Reading will occur on March 7, 2000. This timeline fits the
project manager's plan to begin the improvements in early 2000.
ORDINANCE NO. 9. 2000
AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF FORT
COLLINS, COLORADO. DOWNTOWN DEVELOPMENT AUTHORITY
SUBORDINATE TAX INCREMENT REVENUE BONDS. SERIES 2000A.
DATED THEIR DELIVERY DATE, IN THE AGGREGATE PRINCIPAL
AMOUNT OF $608,000 FOR THE PURPOSE OF FINANCING CERTAIN
CAPITAL IMPROVEMENTS AND CAPITAL PROJECTS: AND PROVIDING
FOR THE PLEDGE OF CERTAIN INCREMENTAL AD VALOREM TAX
REVENUES TO PAY THE PRINCIPAL OF, INTEREST ON AND ANY
PREMIUM DUE IN CONNECTION WITH THE REDEMPTION OF THE BONDS.
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS.
COLORADO, THAT:
Section 1. Definitions and Construction.
A. Definitions. In this Ordinance the following terms have the following
respective meanings unless the context hereof clearly requires otherwise:
(1) Additional Parity Bonds: any Parity Securities issued after the
issuance of the Bonds.
. (2) Authority: the City of Fort Collins, Colorado, Downtown
Development Authority.
(3) Average Annual Debt Service Requirements:the aggregate of all Debt
Service Requirements(excluding any redemption premiums)due on the Bonds or any other
issue of Panty Securities for all Bond Years beginning with the Bond Year in which Debt
Service Requirements of the Bonds or such Panty Securities are first payable and ending
with the Bond Year in which the last of the Debt Service Requirements are payable,divided
by the number of such years.
(4) Bond Year: the twelve(12) months commencing on the second day
of December of any calendar year and ending on the first day of December of the next
succeeding calendar year.
(5) Bonds: the City of Fort Collins, Colorado,Downtown Development
Authority Subordinate Tax Increment Revenue Bonds, Series 2000A, dated their deliver
date, in the aggregate principal amount of$608,000.
(6) Charter: the Home Rule Charter of the City, as amended.
(7) City: the City of Fort Collins, Colorado.
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(8) Combined Average Annual Debt Service Requirements: the sum of
the Average Annual Debt Service Requirements for all issues of Parity Securities for which
the computation is being made.
(9) Commercial Bank: a state or national bank or trust company that is
a member of the Federal Deposit Insurance Corporation and of the Federal Reserve System,
which has a combined capital and surplus of$3,000,000 or more, and that is located within
the United States of America.
(10) Cost of the Project: all or any part of the cost of acquiring,
constructing and installing the Project; all surveying, inspection,fiscal,and legal expenses;
all costs of issuing the Bonds; any discount on the sale of the Bonds; costs of financial,
professional, and other estimates and advice; repayment of any interim loans or interfund
borrowings; capitalized interest on the Bonds; contingencies; reserves for payment of the
principal of or interest on the Bonds; and all such other costs as may be necessary or
incidental to the acquisition,construction and installation of the Project or any part thereof.
(11) Council: the governing body of the City.
(12) Debt Service Requirements: the principal of, interest on and any
premium due in connection with the redemption of the Bonds,any Additional Parity Bonds,
any Parity Securities or any other securities payable from the Tax Increment Revenues.
(13) Development and Expense Fund: the special fund created in
Ordinance No. 142, 1985, of the City,designated therein as the"Development Account'of
the "City of Fort Collins, Colorado, Downtown Development Authority Tax Increment
Bonds,Bond Fund" and referred to in Section 5A hereof.
(14) District: the area described in the Plan of Development and approved
by Ordinance No.46, 1981,of the City,as amended by Ordinance No. 162, 1981,of the City
and Ordinance No. 2, 1983, of the City and as has heretofore been or as may hereafter be
amended by valid legislative action of the City as may be determined in accordance with the
decisions of the appellate courts of the State.
(15) Downtown Development Authority part 8 of article 25 of title
31, Colorado Revised Statutes,as amended.
(16) Event of Default: one of the events described in Section 1 OA hereof.
(17) Excess Investment Earnings:the aggregate of the amounts computed
as of each installment computation date, consisting of the excess of:
(a) the amounts earned on investments(other than in tax-exempt
obligations) of gross proceeds of the Bonds held in the Development and Expense
Fund.the Tax Increment Fund and the Subordinate Bonds Debt Service Account(if
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the amounts earned exceed $100,000) (but not the Excess Investment Earnings
• Account), including unrealized gains or losses upon the retirement of the last Bond.
over
(b) the amounts thatwould have been earnedon suchinvestments
at the yield on the Bonds determined on a present value basis from the date of
issuance of the Bonds without adjustment for costs of issuance.
Notwithstanding the provisions of this Section IA(17), the City shall construe the term
Excess Investment Earnings inconformity with all applicable federal statutes and regulations
as the same may be amended from time to time.
(18) Excess Investment Earnings Account: the special fund created in
Section 5H hereof.
(19) Federal Securities: bills,certificates of indebtedness,notes,bonds or
similar securities which are direct obligations of the United States of America or are
obligations the principal and interest of which are unconditionally guaranteed by the United
States of America.
(20) Fiscal Year: the twelve(12) months commencing on the first day of
January of any calendar year and ending on the last day of December of such calendar year
. or such other twelve-month period as may from time to time be designated by the Council
as the fiscal year of the City.
(21) Interest Payment Date: a date designated by ordinance for the payment
of interest on the Bonds or any other designated security.
(22) Investment Earnings: all income derived from the investment of any
proceeds of the Bonds deposited in the Development and Expense Fund or the Subordinate
Bonds Debt Service Account, to the extent not subject to federal arbitrage rebate
requirements.
(23) Investment Letter: the investment letter to be executed by the
Purchaser.
(24) Maturity Date: a date designated by ordinance for the payment of
principal of the Bonds or any other designated security.
(25) 1983 Tax Increment Revenue Bond Anticipation Notes: the City of
Fort Collins, Colorado, Downtown Development Authority Tax Increment Bond
Anticipation Notes, Series April 1, 1983, dated April 1, 1983, in the aggregate principal
amount of$3,100,000.
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(26) 1984 Tax Increment Revenue Bonds: the City of Fort Collins,
Colorado. Downtown Development Authority Tax Increment Bonds. Series 1984A. dated
October 1. 1984. in the aggregate principal amount of$8.200,000.
(27) 1985 Tax Increment Revenue Refunding Bonds: the City of Fort
Collins. Colorado, Downtown Development Authority Tax Increment Refunding Bonds,
Series 1985A, dated November 1. 1985, in the aggregate principal amount of$8,885,000.
(28) 1988 Tax Increment Revenue Refunding and Improvement Bonds:
the City of Fort Collins, Colorado, Downtown Development Authority Tax Increment
Revenue Refunding and Improvement Bonds, Series 1988, dated May 15, 1988, in the
aggregate principal amount of$13.545,000.
(29) 1992 Tax Increment Revenue Refunding Bonds: the City of Fort
Collins, Colorado, Downtown Development Authority Tax Increment Revenue Refunding
Bonds, Series 1992. dated March 15, 1992, in the aggregate principal amount of
$11,380.000.
(30) 1998 Tax Increment Revenue Bonds: the City of Fort Collins,
Colorado.Downtown Development Authority Taxable Subordinate Tax Increment Revenue
Bonds. Series 1998, dated July 1, 1998, in the aggregate amount of$190,000.
(31) 1999 Tax Increment Revenue Bonds: the City of Fort Collins,
Colorado.Downtown Development Authority Taxable Subordinate Tax Increment Revenue
Bonds,Series 1999,dated November 1, 1999,in the aggregate principal amount of$75 0,000.
(32) Ordinance: this Ordinance No. 9, 2000, of the City.
(33) Outstanding or outstanding: as of any particular date, all Bonds,
Additional Parity Bonds. Parity Securities or any such other securities payable in whole or
in part from the Tax Increment Revenues which have been authorized, executed and
delivered. except the following:
(a) Any Bond, Additional Parity Bond, Parity Security or other
security cancelled by the City,by the Paying Agent or otherwise on behalf of the City
on or before such date;
(b) Any Bond, Additional Parity Bond, Parity Security or other
security held by or on behalf of the City;
(c) Any Bond, Additional Parity Bond, Parity Security or other
security of the City for the payment or the redemption of which moneys or Federal
Securities sufficient(including the known minimum yield available for such purpose
from Federal Securities in which such amount wholly or in part may be initially
invested) to meet all of the Debt Service Requirements of such Bond, Additional
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Parity Bond. Parity Security or other security to the Maturity Date or specified
. Redemption Date thereof shall have theretofore been deposited in escrow or in trust
with a Trust Bank for that purpose:. and
(d) Any lost, destroyed, or wrongfully taken Bond, Additional
Parity Bond, Parity Security or other security of the City in lieu of or in substitution
for which another bond or other security shall have been executed and delivered.
(34) Owner: the holder of any bearer instrument or registered owner of any
registered instrument.
(35) Parity+ Securities: bonds, warrants, notes, securities, leases or other
contracts evidencing borrowings and payable from the Tax Increment Revenues equally or
on a parity with the Bonds.
(36) Paving Agent: the Financial Officer of the City, or his successors.
(37) Permitted Investments: all securities or deposits authorized by
ordinances of the City and,to the extent applicable,the laws of the State.
(38) Person: any individual, firm, partnership, corporation, company,
association,joint-stock association,or body politic or any trustee,receiver,assignee,or other
. similar representative thereof.
(39) Plan of Development: the plan approved by Resolution 81-129 of the
City.
(40) Pledged Revenues: the Tax Increment Revenues and the Investment
Earnings.
(41) Project: the capital improvements or capital projects described in the
Plan financed with the proceeds of the Bonds.
(42) Property Tax Base Dates: September 15, 1980, with respect to the
District described in Ordinance No.46, 1981,of the City;September 15, 1981,with respect
to the area added to the District by Ordinance No. 162, 1981, of the City; September 15,
1982, with respect to the area added to the District by Ordinance No. 2, 1983, of the City;
and the applicable dates pursuant to the Downtown Development Authority Act with respect
to such other areas as have heretofore been or as may hereafter be added to the District by
valid legislative action of the City as may be determined in accordance with the decisions of
the appellate courts of the State.
(43) Purchaser. KeyBank National Association, Seattle, Washington.
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(44) Redemption Date: the date fixed for the redemption prior to maturity
of any Bonds or other designated securities payable from the Tax Increment Revenues in any
notice of prior redemption given by or on behalf of the City.
(45) Registrar: the Financial Officer of the City, or his successors.
(46) Regular Record Date: the fifteenth day of the calendar month next
preceding an Interest Payment Date for the Bonds.
(47) Security or securities: any bond issued by the City or any other
evidence of the advancement of money to the City.
(48) SRecial Record Date: the date fixed by the Paying Agent for the
determination of ownership of Bonds for the purpose of paying interest not paid when due
or interest accruing after maturity.
(49) State: the State of Colorado.
(50) Subordinate Bonds or Subordinate Securities:the Bonds and any other
bonds or securities payable from the Tax Increment Revenues having a lien thereon
subordinate or junior to the lien thereon of the 1992 Tax Increment Refunding Bonds.
(51) Subordinate Bonds Debt Service Account: the special fund created
in Ordinance No. 101, 1998, of the City designated therein as the "City of Fort Collins,
Colorado. Downtown Development Authority Subordinate Tax Increment Bonds Debt
Service Account'and referred to in Section 5F hereof.
(52) Superior Bonds or Superior Securities: the 1992 Tax Increment
Refunding Bonds and any other bonds or securities payable from the Tax Increment
Revenues having a lien thereon superior or senior to the lien thereon of the Bonds.
(53) Tax Increment Fund: the special fund created in Ordinance No. 142,
1985, of the City designated therein as the "City of Fort Collins, Colorado, Downtown
Development Authority Tax Increment Bonds, Bond Fund" and referred to in Section 5B
hereof.
(54) Tax Increment Principal and Interest Account:the special fund created
in Ordinance No. 142, 1985, of the City, designated therein as the "Principal and Interest
Account' of the "City of Fort Collins, Colorado, Downtown Development Authority Tax
Increment Bonds,Bond Fund" and referred to in Section 5C hereof.
(55) Tax Increment Reserve Account: the special fund created in
Ordinance No. 142, 1985, of the City, designated therein as the "City of Fort Collins,
Colorado, Tax Increment Bonds, Reserve Fund"and referred to in Section 5D hereof.
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(56) Tax Increment Revenues: all revenues derived in each Fiscal Year
from the leery of ad valorem taxes at the rate fixed each year by or for each public body
having taxing power over all or any portion of the District upon that portion of the valuation
for assessment of all taxable property within the District and the boundaries of such public
body which is in excess of the valuation for assessment of all taxable property within the
District and the boundaries of such public body on the Property Tax Base Dates, all in
accordance with Section 31-25-807(3)(a)(II)of the Downtown Development Authority Act.
less any collection fees lawfully payable to the City or Lariiner County, Colorado, for
services rendered in connection with the collection of such ad valorem taxes;provided,that
in the event of a general reassessment of taxable property in the City, the valuation for
assessment of taxable property within the District on the Property Tax Base Dates will be
proportionately adjusted as required by the Downtown Development Authority Act or other
applicable law.
(57) Transfer Agent: the Financial Officer of the City, or his successors.
(58) Trust Bank: a Commercial Bank which has a combined capital and
surplus of$25,000,000 or more and which is authorized to exercise and is exercising trust
powers.
(59) Variable Interest Rate: a rate equal to sixty-six percent(66%) of the
publicly announced prime rate of the Purchaser,calculated on an actual/360 day count basis,
but in no event in excess of eighteen percent (18%)per annum.
B. Construction. This Ordinance,except where the context by clear implication
herein otherwise requires, shall-be construed as follows:
(1) Words in the singular number include the plural, and words in the
plural include the singular.
(2) Words in the masculine gender include the feminine and the neuter,
and when the sense so indicates words of the neuter gender refer to any gender.
(3) Articles, sections, subsections, paragraphs and subparagraphs
mentioned by number, letter or otherwise correspond to the respective articles, sections,
subsections,paragraphs and subparagraphs of this Ordinance so numbered or otherwise so
designated.
(4) The titles and headlines applied to articles, sections and subsections
of this Ordinance are inserted only as a matter of convenience and ease in reference and in
no way define or limit the scope or intent of any provisions of this Ordinance.
(5) Any inconsistency between the provisions of this Ordinance and those
of the Downtown Development Authority Act is intended by the Council. To the extent of
• any such inconsistency the provisions of this Ordinance shall be deemed made pursuant to
CO DOCS_A 53913 v 4 7 219100
the Charter and shall supersede to the extent permitted by law the conflicting provisions of
the Downtown Development Authority Act.
Section 2. Recitals.
A. Establishment of Authority and Approval of Plan of Development. Pursuant
to Ordinance No.46, 1981,the City has heretofore established the Authority. Pursuant to Resolution
81-129 the City has heretofore approved the Plan of Development. The Plan of Development so
approved contained a provision for division of taxes as authorized by the Downtown Development
Authority Act effective for twenty-five years beginning September 8, 1981.
B. Special Election and Canvass ofRetums. At a special election held in the City
on Tuesday, June 1, 1982, in accordance with law and pursuant to due notice there was submitted
to the qualified electors of the District the following question:
Shall the City of Fort Collins issue bonds or otherwise provide for loans, advances
or indebtedness from time to time in an amount not to exceed $25,000,000 at a
maximum net effective interest rate not to exceed 18 per centum per annum,the use
of which shall be to finance capital improvements and capital projects within the
parameters of the Plan of Development of the Fort Collins Downtown Development
Authority, and irrevocably pledge the special fund into which all of that portion of
property taxes in excess of such taxes which are produced by the levy at the rate fixed
each year by or for any public body upon the valuation for assessment of taxable
property within the boundaries of the District last certified prior to the effective date
of approval by the Fort Collins City Council of the Plan of Development of the
Downtown Development Authority or,as to an area later added to the boundaries of
the District,the effective date of the modification of the Plan of Development from
which special fund shall be paid the principal of,the interest on, and any premiums
due in connection with the bonds of, loans or advances to, or indebtedness incurred
by, whether funded, refunded, assumed, or otherwise, the City of Fort Collins for
financing or refinancing, in whole or in part, development projects within the
boundaries of the Plan for Development area.
As evidenced by the canvass of the returns of said election and the Statement and Certificate of
Determination of Result thereof made by the Board of Elections of the City on June 4, 1982, a
majority of said electors voted affirmatively on said question.
C. Prior Bonds. Pursuant to the authority so conferred at said election the City
has heretofore issued and sold the 1983 Tax Increment Revenue Bond Anticipation Notes in order
to finance capital improvements and capital projects as provided in the Plan of Development.
Pursuant to the authority so conferred at said election the City has heretofore issued and sold the
1984 Tax Increment Revenue Bonds in order to refund,pay and discharge the 1983 Tax Increment
Revenue Bond Anticipation Notes and finance capital improvements and capital projects as provided
in the Plan of Development. Pursuant to the authority so conferred at said election the City has
heretofore issued and sold the 1985 Tax Increment Revenue Refunding Bonds in order to refund,
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. pay and discharge the 1984 Tax Increment Revenue Bonds. Pursuant to the authority so conferred
at said election the City has heretofore issued and sold the 1988 Tax Increment Revenue Refunding
and Improvement Bonds in order to refund, pay and discharge the 1985 Tax Increment Revenue
Refunding Bonds and finance capital improvements and capital projects as provided in the Plan of
Development. Pursuant to the authority so conferred at said election the City has heretofore issued
and sold the 1992 Tax Increment Revenue Refunding Bonds in order to refund,pay and discharge
the 1988 Tax Increment Revenue Refunding and Improvement Bonds. The City has heretofore
issued and sold the 1998 Tax Increment Revenue Bonds and the 1999 Tax Increment Revenue Bonds
in order to finance capital improvements and capital projects as provided in the Plan of
Development.
D. Project. The City has need for and desires to acquire, construct, install and
finance the Project.
E. Authority. Pursuant to art. XX, §6 of the Colorado Constitution, Art. V,
Section 19.8 of the Charter and the Downtown Development Authority Act,the City is authorized
by Council action and pursuant to the election described in Section 2A hereof to issue the Bonds.
Section 3. The Bonds.
A. Authorization. The Bonds are hereby authorized to be issued for the purpose
of financing the Project.
• B. Bond Details.
(1) Generally. The Bonds shall be issuable in fully registered form in the
denomination of$100,000 or any integral multiple of$1,000 in excess of thereof.
Pursuant to the recommendations of the Committee on Uniform Security
Identification Procedures, CUSIP numbers may be printed on the Bonds.
The Bonds shall mature on December 1, 2005, and shall bear interest from
their delivery date or the Interest Payment Dates to which interest has been paid next
preceding their respective dates, whichever is later, to their Maturity Date, except if
redeemed prior thereto, at the Variable Interest Rate. Said interest shall be payable on
December 1, 2000, and semiannually thereafter on the first day of June and the first day of
December of each year.
The Debt Service Requirements of the Bonds shall be payable in lawful
money of the United States of America to the Owners of the Bonds by the Paying Agent.
The principal and interest shall be payable to the Owner of each Bond upon presentation and
surrender thereof at maturity or upon prior redemption, by check or draft mailed to such
Owner at the address appearing on the registration books of the City maintained by the
Registrar or by wire transfer to such bank or other depository as the Owner shall designate
• in writing to the Paying Agent. Except as hereinbefore and hereinafter provided,the interest
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shall be payable to the Owner of each Bond determined as of the close of business on the
Regular Record Date, irrespective of any transfer of ownership of the Bond subsequent to
the Regular Record Date and prior to the Interest Payment Date, by check or draft or wire
transfer directed to such Owner as aforesaid. Any interest not paid when due and any interest
accruing after maturity shall be payable to the Owner of each Bond entitled to receive such
interest determined as of the close of business on the Special Record Date,irrespective of any
transfer of ownership of the Bond subsequent to the Special Record Date and prior to the
date fixed by the Paying Agent for the payment of such interest, by check or draft or wire
transfer directed to such Owner as aforesaid. Notice of the Special Record Date and of the
date fixed for the payment of such interest shall be given by sending a copy thereof by
certified or registered first-class,postage prepaid mail, at least fifteen(15) days prior to the
Special Record Date,to the Owner of each Bond upon which interest will be paid determined
as of the close of business on the day preceding such mailing at the address appearing on the
registration books of the City. Any premium shall be payable to the Owner of each Bond
redeemed upon presentation and surrender thereof upon prior redemption,by check or draft
or wire transfer directed to such Owner as aforesaid. If the date for making or giving any
payment.determination ornotice described herein is a Saturday,Sunday,legal holiday or any
other day on which the office of the Paying Agent or Registrar is authorized or required by
law to remain closed, such payment, determination or notice shall be made or given on the
next succeeding day which is not a Saturday, Sunday, legal holiday or other day on which
the office of the Paying Agent or Registrar is authorized or required by law to remain closed.
(2) Redemption. The Bonds shall be subject to optional redemption prior
to their Maturity Date,in whole or in part,at any time at a price equal to the principal amount
of each Bond so redeemed plus accrued interest thereon to the Redemption Date.
The Bonds may be redeemed in part if issued in denominations that are
integral multiples of$1,000. Such Bonds shall be treated as representing a corresponding
number of separate Bonds in the denomination of $1,000 each. Any such Bond to be
redeemed in part shall be surrendered for partial redemption in the manner hereinafter
provided for transfers of ownership. Upon payment of the redemption price of any such
Bond redeemed in part the Owner thereof shall receive a new Bond or Bonds of authorized
denominations in aggregate principal amount equal to the unredeemed portion of the Bond
surrendered.
Unless waived by the Owners of any Bonds to be redeemed, notice of
redemption shall be given by the Paying Agent in the name of the City by sending a copy
thereof by certified or registered first-class postage prepaid mail,not less than thirty(30)nor
more than sixty (60)days prior to the Redemption Date,to the Owner of each of the Bonds
being redeemed determined as of the close of business on the day preceding the first mailing
of such notice at the address appearing on the registration books of the City. Such notice
shall specify the number or numbers of the Bonds to be redeemed, whether in whole or in
part,the principal amounts thereof and the date fixed for redemption and shall further state
that on the Redemption Date there will be due and payable upon each Bond or part thereof
so to be redeemed the principal amount or part thereof plus accrued interest thereon to the
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redemption date plus any premium due and that from and after such date interest will cease
to accrue. In addition,the Paying Agent is hereby authorized to comply with all operational
procedures and requirements of The Depository Trust Company relating to redemption of
Bonds and notice thereof. Bonds called for optional redemption as provided herein shall be
redeemable only to the extent of moneys on deposit with the Paying Agent and legally
available for redemption of Bonds on the date of such notice. Failure to mail any notice as
aforesaid or any defect in any notice so mailed with respect to any Bond shall not affect the
validity of the redemption proceedings with respect to any other Bond. Any Bonds redeemed
prior to their Maturity Date by call for prior redemption or otherwise shall not be reissued
and shall be cancelled the same as Bonds paid at or after maturity.
(3) Interest Rates. The maximum net effective interest rate for the Bonds
is eighteen percent (18%) per antrum. The actual net effective interest rate for the Bonds
does not exceed eighteen percent(18%)per antrum.
(4) Execution and Authentication. The Bonds shall be executed by and
on behalf of the City with the facsimile or manual signature of the Mayor, shall bear a
facsimile or manual impression of the seal of the City,shall be attested with the facsimile or
manual signature of the City Clerk, shall be countersigned with the facsimile or manual
signature of the Financial Officer of the City, and shall be authenticated with the manual
signature of the Registrar. Should any officer whose facsimile or manual signature appears
on the Bonds cease to be such officer before delivery of the Bonds to the Purchaser, such
facsimile or manual signature shall nevertheless be valid and sufficient for all purposes. No
Bond shall be valid or become obligatory for any purpose or be entitled to any security or
benefit under this Ordinance unless and until the certificate of authentication on such Bond
shall have been duly executed by the Registrar,and such executed certificate upon any such
Bond shall be conclusive evidence that such Bond has been authenticated and delivered
under this Ordinance.
(5) Registration, Transfer and Exchange. Upon their execution and
authentication and prior to their delivery the Bonds shall be registered for the purpose of
payment of principal and interest by the Registrar. Thereafter, the Bonds shall be
transferable only upon the registration books of the City by the Transfer Agent at the request
of the Owner thereof or his,her or its duly authorized attorney-in-fact or legal representative.
A Bond may be transferred upon surrender thereof together with a written instrument of
transfer duly executed by the Owner or his,her or its duly authorized attomey-in-fact or legal
representative with guaranty of signature satisfactory to the Transfer Agent, containing
written instructions as to the details of the transfer,along with the social security number or
federal employer identification number of the transferee and, if the transferee is a trust, the
names and social security numbers of the settlors and the beneficiaries of the trust. The
Transfer Agent shall not be required to transfer ownership of any Bond during the fifteen
(15) days prior to the first mailing of any notice of redemption or to transfer ownership of
any Bond selected for redemption on or after the date of such mailing. The Owner of any
Bond or Bonds may also exchange such Bond or Bonds for another Bond or Bonds of
authorized denominations. Transfers and exchanges shall be made without charge, except
CO DOCS_A 53913 v 4 1 1 219/00
that the Transfer Agent may require payment of a sum sufficient to defray any tax or other
governmental charge that may hereafter be imposed in connection with any transfer or
exchange of Bonds. No transfer of any Bond shall be effective until entered on the
registration books of the City. In the case of every transfer or exchange,the Transfer Agent
shall deliver to the new Owner a new Bond or Bonds of the same aggregate principal
amount. maturing in the same year, and bearing interest at the same per annum interest rate
as the Bond or Bonds surrendered. Such Bond or Bonds shall be dated as of their date of
authentication. New Bonds delivered upon any transfer or exchange shall be valid
obligations of the City, evidencing the same obligation as the Bonds surrendered, shall be
secured by this Ordinance, and shall be entitled to all of the security and benefits hereof to
the same extent as the Bonds surrendered. The City may deem and treat the Person in whose
name any Bond is last registered upon the books of the City as the absolute owner thereof
for the purpose of receiving payment of the Debt Service Requirements of such Bond and
for all other purposes, and all such payments so made to such Person or upon his, her or its
order shall be valid and effective to satisfy and discharge the liability of the City upon such
Bond to the extent of the sum or sums so paid, and the City shall not be affected by any
notice to the contrary.
(6) Replacement of Bonds. If any Bond shall have been lost, destroyed
or wrongfully taken,the City shall provide for the replacement thereof in the manner set forth
and upon receipt of the evidence,indemnity bond and reimbursement for expenses provided
in Ordinance No. 80, 1984.
(7) Recitals in Bonds. Each Bond shall recite in substance that the Bond
is a special and limited obligation of the City payable solely from the Pledged Revenues and
the funds and accounts hereby pledged and that the Bond is not a debt or an indebtedness or
a multiple-fiscal year financial obligation of the City and that the Bond is not a general
obligation of the City and that the full faith and credit of the City is not pledged to pay the
Debt Service Requirements of such Bond. Each Bond shall further recite that it is issued
under the authority of the Constitution of the State of Colorado,the Charter,the Downtown
Development Authority Act and this Ordinance.
(8) Form of Bonds. The Bonds shall be in substantially the following
form:
CO DOCS A 53913 v 4 12 2/9/00
[Form of Bond]
(Text of Face)
UNITED STATES OF AMERICA
STATE OF COLORADO COUNTY OF LARIMER
CITY OF FORT COLLINS
DOWNTOWN DEVELOPMENT AUTHORITY
SUBORDINATE TAX INCREMENT REVENUE BOND
SERIES 2000A
No. R- $
Maturity Date Original Date CUSIP
December 1, 2005 , 2000
INTEREST RATE: Variable Interest Rate Described Herein
REGISTERED OWNER:
PRINCIPAL SUM:
The City of Fort Collins, in the County of Larimer and State of Colorado, for value
received, hereby promises to pay to the Registered Owner(specified above), or registered assigns,
solely from the special fund and account provided therefor,as hereinafter set forth,the Principal Sum
(specified above),in lawful money of the United States of America,on the Maturity Date(specified
above),with interest thereon from the Original Date(specified above)to the Maturity Date, except
if redeemed prior thereto,at the per annum Interest Rate(specified above), payable on the first day
of June and the first day of December of each year,commencing December 1,2000,or the first such
date after the date hereof, whichever is later, in the manner provided herein.
The Interest Rate is equal to sixty-six percent(66%)of the publicly announced prime
rate of KeyBank National Association,calculated on an actual/360 day count basis,but in no event
in excess of eighteen percent(18%) per annum.
CO_DOCS_A 53913 v 4 13 2/9/00
The Bonds are subiect to optional redemption prior to their maturity date. in whole
or in part,at any time at a price equal to the principal amount of each Bond so redeemed plus accrued
interest thereon to the redemption date.
Bonds that are redeemable prior to their maturity date may be redeemed in part if
issued in denominations which are integral multiples of$1,000. In such case the Bond is to be
surrendered in the manner provided for transfers of ownership. Upon payment of the redemption
price the Registered Owner is to receive a new Bond or Bonds of authorized denominations in
aggregate principal amount equal to the unredeemed portion of the Bond surrendered.
Unless waived by the registered owners of the Bonds to be redeemed, notice of
redemption of any Bonds is to be given by the paying agent in the name of the City by sending a
copy of such notice by certified or registered first-class postage prepaid mail,not less than thirty(30)
nor more than sixty (60) days prior to the redemption date, to the registered owner of each of the
Bonds being redeemed determined as of the close of business on the day preceding the first mailing
of such notice at the address appearing on the registration books of the City. Such notice is to
specify the number or numbers of the Bonds to be redeemed, whether in whole or in part, the
principal amounts thereof and the date fixed for redemption and is further to state that on the
redemption date there will be due and payable upon each Bond or part thereof so to be redeemed the
principal amount or part thereof plus accrued interest thereon to the redemption date plus any
premium due and that from and after such date interest will cease to accrue. In addition,the paying
agent is authorized to comply with any operational procedures and requirements of The Depository
Trust Company relating to redemption of Bonds and notice thereof. Bonds called for optional
redemption as provided herein are redeemable only to the extent of moneys on deposit with the
paying agent and legally available forredemption of Bonds on the date of such notice.Failure to mail
any notice as aforesaid or any defect in any notice so mailed with respect to any Bond does not affect
the validity of the redemption proceedings with respect to any other Bond.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF.
This Bond is a special and limited obligation of the City payable solely out of and
secured by an assignment and pledge (but not necessarily an exclusive assignment and pledge) of
certain tax increment revenues and certain income derived from the investment of such revenues and
of certain bond proceeds,all as more specifically provided in the Ordinance,and of certain funds and
accounts pledged in the Ordinance. This Bond does not constitute a debt or an indebtedness or a
multiple-fiscal year financial obligation of the City within the meaning of any constitutional,charter
or statutory provision or limitation of the State of Colorado or of the City. This Bond is not a general
obligation of the City,and the full faith and credit of the City is not pledged for the payment of the
principal of or interest on this Bond.
CO DOCS A 53913 v 4 14 2/9100
IN WITNESS WHEREOF,the City has caused this Bond to be executed in its name
. and on its behalf with the facsimile or manual signature of the Mayor of the City,to be sealed with
a facsimile or manual impression of the seal of the City,to be attested with the facsimile or manual
signature of the City Clerk of the City, and to be countersigned with the facsimile or manual
signature of the Financial Officer of the City.
CITY OF FORT COLLINS. COLORADO
(CITY) By: (Facsimile or Manual Signature)
(SEAL) Mayor
ATTEST:
(Facsimile or Manual Signature)
City Clerk
Countersigned:
(Facsimile or Manual Signature)
Financial Officer
. CERTIFICATE OF AUTHENTICATION
This Bond is issued pursuant to the Ordinance herein described. Attached hereto is
the complete teat of the opinion of bond counsel,Ballard Spahr Andrews&Ingersoll,LLP,Denver,
Colorado, a signed copy of which, dated the date of the first delivery of the Bonds, is on file with
the undersigned.
FINANCIAL OFFICER OF THE CITY OF FORT COLLINS, COLORADO
as registrar
(Manual Signature)
Dated:
•
CO_OOCS A 53913 v 4 15 2/9/00
ABBREVIATIONS
The following abbreviations. when used in the inscription on the face of this Bond.
shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
.IT TEN - as joint tenants with the right of
survivorship and not as tenants in
common
UNIF TRANS MIN ACT - Custodian
(Cust) (Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not on the above list.
CO DOCS A 53913 v 4 16 2/9/00
(Text of Reverse)
The principal of,interest on and any premium due in connection with the redemption
of this Bond are payable to the Registered Owner by the Financial Officer of the City. or his
successors, as paying agent. The principal and interest are payable to the Registered Owner upon
presentation and surrender of this Bond at maturity or upon prior redemption, by check or draft
mailed to the Registered Owner at the address appearing on the registration books of the City
maintained by the Financial Officer of the City,or his successors,as registrar,or by wire transfer to
such bank or other depository as the Registered Owner shall designate in writing to the paying agent.
Except as hereinbefore and hereinafter provided, the interest is payable to the Registered Owner
determined as of the close of business on the regular record date, which is the fifteenth day of the
calendar month next preceding the interest payment date, irrespective of any transfer of ownership
hereof subsequent to the regular record date and prior to such interest payment date,by check or draft
or wire transfer directed to the Registered Owner as aforesaid. Any interest hereon not paid when
due and any interest hereon accruing after maturity is payable to the Registered Owner determined
as of the close of business on the special record date, which is to be fixed by the paying agent for
such purpose, irrespective of any transfer of ownership of this Bond subsequent to such special
record date and prior to the date fixed by the paying agent for the payment of such interest,by check
or draft or wire transfer directed to the Registered Owner as aforesaid. Notice of the special record
date and of the date fixed for the payment of such interest is to be given by sending a copy thereof
by certified or registered first-class postage prepaid mail,at least fifteen(15)days prior to the special
record date,to the registered owner of each Bond upon which interest will be paid determined as of
. the close of business on the day preceding such mailing at the address appearing on the registration
books of the City. Any premium is payable to the Registered Owner upon presentation and surrender
of this Bond upon prior redemption, by check or draft or wire transfer directed to the Registered
Owner as aforesaid. If the date for making or giving any payment,determination or notice described
herein is a Saturday, Sunday,legal holiday or any other day on which the office of the paying agent
or registrar is authorized or required by law to remain closed,such payment,determination or notice
is to be made or given on the next succeeding day which is not a Saturday, Sunday,legal holiday or
other day on which the office of the paying agent or registrar is authorized or required by law to
remain closed.
Payment of the principal of,interest on and any premium due in connection with the
redemption of this Bond is to be made solely from,and as security for such payment there is pledged,
pursuant to the Ordinance authorizing the issuance of this Bond,a special fund designated as the Tax
Increment Fund and a special account designated as the Subordinate Bonds Debt Service Account,
into which account the City has covenanted in the Ordinance to pay,respectively,from the pledged
revenues described in the Ordinance sums sufficient to pay when due the principal of,interest on and
any premium due in connection with redemption of this Bond and any additional securities hereafter
issued and payable from such pledged revenues on a parity with the Bonds after provision for
payment of all principal and interest due in the current year on the City's Tax Increment Refunding
Bonds, Series 1992, and any other securities payable from the pledged revenues superior or senior
to the Bonds.
•
CO DDCS A 53913 v 4 17 2/9/00
It is hereby recited, certified and warranted that for the payment of the principal of.
interest on and any premium due in connection with the redemption of this Bond the City has created
and will maintain said special fund and account and will deposit therein the required amounts out
of the funds and revenues described in the Ordinance and out of said special fund and account will
pay the principal of,interest on and any premium due in connection with the redemption of this Bond
in the manner provided by the Ordinance.
The Bonds are equitably and ratably secured by a lien on the pledged revenues, and
such Bonds constitute an irrevocable and second lien(but not necessarily an exclusive second lien)
upon the pledged revenues. Bonds and other types of securities, in addition to the Bonds, subject
to expressed conditions,may be issued and made payable from the pledged revenues having a lien
thereon on a parity with the lien of the Bonds or, subject to additional expressed conditions, having
a lien thereon superior and senior with the lien of the Bonds in accordance with the provisions of the
Ordinance. Except as otherwise expressly provided in this Bond and the Ordinance, the pledged
revenues are assigned,pledged and set aside to the payment of the principal of and interest on the
Bonds of this issue in anticipation of the collection of the pledged revenues.
The City covenants and agrees with the Registered Owner that it will keep and
perform all of the covenants of this Bond and of the Ordinance.
This Bond is authorized and issued for the purpose of financing certain capital
improvements and capital projects pursuant to, by virtue of and in full conformity with the
Constitution of the State of Colorado, the City Charter, part 8 of article 25 of title 31, Colorado
Revised Statutes, as amended, and all other laws of the State of Colorado thereunto enabling and
pursuant to an election held June 1, 1982, and the Ordinance duly adopted prior to the issuance of
this Bond.
Reference is hereby made to the Ordinance, and to any and all modifications and
amendments thereof,for a description of the provisions,terms and conditions upon which the Bonds
are issued and secured, including, without limitation,the nature and extent of the security for the
Bonds, provisions with respect to the custody and application of the proceeds of the Bonds, the
collection and disposition of the revenues and moneys charged with and pledged to the payment of
the principal of, interest on and any premium due in connection with the redemption of the Bonds,
the terms and conditions on which the Bonds are issued, a description of the special fund and
account referred to above and the nature and extent of the security and pledge afforded thereby for
the payment of the principal of,interest on and any premium due in connection with the redemption
of the Bonds,and the manner of enforcement of said pledge,as well as the rights,duties,immunities
and obligations of the City and the members of its Council and also the rights and remedies of the
registered owners of the Bonds.
To the extent and in the respects permitted by the Ordinance, the provisions of the
Ordinance, or any instrument amendatory thereof or supplemental thereto, may be modified or
amended by action of the City taken in the manner and subject to the conditions and exceptions
provided in the Ordinance. The pledge of revenues and other obligations of the City under the
Ordinance may be discharged at or prior to the maturity or prior redemption of the Bonds upon the
CO DOCS A 53913 v 4 18 2/9/00
making of provision for the payment of the Bonds on the terms and conditions set forth in the
• Ordinance.
It is hereby recited.certified and warranted that all the requirements of law have been
fully complied with by the proper officers of the City in the issuance of this Bond; that it is issued
pursuant to and in strict conformity with the Constitution and all other laws of the State of Colorado.
including the City Charter. and with the Ordinance; that this Bond does not contravene any
constitutional or statutory limitation of the State of Colorado or any limitation of the City Charter:
and that this Bond is issued under the authority of the Ordinance.
For the payment of the principal of, interest on and any premium due in connection
with the redemption of this Bond the City pledges the exercise of all its lawful corporate powers.
This Bond is transferable only upon the registration books of the City by the Financial
Officer of the City,or his successors,as transfer agent,at the request of the Registered Owner or his,
her or its duly authorized attorney-in-fact or legal representative,upon surrender hereof together with
a written instrument of transfer duly executed by the Registered Owner or his, her or its duly
authorized attorney-in-fact or legal representative with guaranty of signature satisfactory to the
transfer agent,containing written instructions as to the details of the transfer, along with the social
security number or federal employer identification number of the transferee and,if the transferee is
a trust,the names and social security numbers of the settlors and the beneficiaries of the trust. The
transfer agent is not required to transfer ownership of this Bond during the fifteen(15)days prior to
• the first mailing of any notice of redemption or to transfer ownership of any Bond selected for
redemption on or after the date of such mailing. The Registered Owner may also exchange this Bond
for another Bond or Bonds of authorized denominations. Transfers and exchanges are to be made
without charge, except that the transfer agent may require payment of a sum sufficient to defray any
tax or other governmental charge that may hereafter be imposed in connection with any transfer or
exchange of Bonds. No transfer of this Bond is to be effective until entered on the registration books
of the City. In the case of every transfer or exchange, the transfer agent is to deliver to the new
registered owner a new Bond or Bonds ofthe same aggregate principal amount,maturing in the same
year, and bearing interest at the same per annum interest rate as the Bond or Bonds surrendered.
Such Bond or Bonds are to be dated as of their date of authentication. The City may deem and treat
the person or entity in whose name this Bond is last registered upon the books of the City as the
absolute owner hereof for the purpose of receiving payment of the principal of, interest on and any
premium due in connection with the redemption of this Bond and for all other purposes,and all such
payments so made to such person or upon his,her or its order will be valid and effective to satisfy
and discharge the liability of the City upon this Bond to the extent of the sum or sums so paid, and
the City will not be affected by any notice to the contrary.
•
CO_DOCS_A 53913 v 4 19 2/9/00
(Assignment)
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells. assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Name and Address of Assignee)
this Bond and does hereby irrevocably constitute and appoint
or its successors, to transfer this Bond on the books kept for registration
thereof.
Dated:
Signature guaranteed:
(Eligible Guarantor Institution)
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Owner as it appears upon the face
of this Bond in every particular without
alteration or enlargement or any change
whatever.
[End of Form of Bond]
CO DOCS A 53913 v 4 20 2/9/00
C. Bonds Equalh,Secured. The covenants and agreements herein set forth to be
• performed on behalf of the City shall be for the equal benefit,protection and security of the Owners
of the Bonds. all of which. regardless of the time or times of their maturity. shall be of equal rank
without preference. priority or distinction of any of the Bonds over any other thereof, except as
otherwise expressly provided in or pursuant to this Ordinance.
D. Financial Obligations. All of the Bonds,as to all Debt Service Requirements
thereof,shall be payable solely out of the Pledged Revenues. The Owners of the Bonds may not look
to the general or any other fund of the City for the payment of the Debt Service Requirements
thereof,except the special fund and account pledged therefor,and the Bonds shall constitute special
and limited obligations of the City.
Section 4. Sale of Bonds.
A. Purchaser's Proposal. A proposal for the purchase of the Bonds upon terms
favorable to the City has been received from the Purchaser,and the Financial Officer of the City has
recommended that said proposal be accepted by the Council.
B. Award of Contract. The contract for the purchase of the Bonds is hereby
awarded to the Purchaser at a price equal to the aggregate principal amount of the Bonds plus
accrued interest. if any, from their date of issue to the date of delivery thereof to the Purchaser and
upon the terms set forth in this Ordinance.
. C. Approval of Investment Letter. The Council hereby approves the form of the
Investment Letter that is on file in the office of the City Clerk,with such changes therein, if any,not
inconsistent herewith as may be approved by the Financial Officer of the City.
Section 5. Disposition ofBond Proceeds and Pledged Revenues;Funds and Accounts
Adopted or Created by Ordinance; Security For Bonds. The proceeds of the sale of the Bonds and
the Pledged Revenues received by the City shall be deposited by the City in the funds described in
this Section 5, to be accounted for in the manner and priority set forth in this Section 5.
Neither the Purchaser nor any subsequent Owner of any Bond shall be responsible
for the application or disposal by the City or by any of its officers, agents and employees of the
moneys derived from the sale of the Bonds or of any other moneys designated in this Section 5.
The Pledged Revenues and all moneys and securities paid or to be paid to or held or
to be held in any fund or account hereunder (except the Tax Increment Principal and Interest
Account, the Tax Increment Reserve Account and the Excess Investment Earnings Account) are
hereby assigned and pledged to secure the payment of the Debt Service Requirements of the Bonds
and any Additional Parity Bonds. This assignment and pledge shall be valid and binding from and
after the date of the first delivery of the Bonds,and the moneys,as received by the City and hereby
assigned and pledged,shall immediately be subject to the lien of this assignment and pledge without
any physical delivery thereof, any filing, or further act. The lien of this assignment and pledge and
• the obligation to perform the contractual provisions hereby made shall have priority over any or all
CO-DOGS A 53913 v 4 21 2/9/00
other obligations and liabilities of the City(except as herein otherwise expressly provided). and the
lien of this assignment and pledge shall be valid and binding as against all parties having claims of
any kind in tort. contract or otherwise against the City (except as herein otherwise expressly
provided). irrespective of whether such parties have notice thereof.
A. Disposition of Bond Proceeds. The City shall deposit in the Development
and Expense Fund forthwith upon receipt thereof the net proceeds of the Bonds, to be used and
withdrawn only as provided in this Section 5A. The net proceeds of the Bonds deposited in the
Development and Expense Fund shall be used and paid out from time to time solely for the purpose
of paying the Cost of the Project. Any proceeds of the Bonds remaining in the Development and
Expense Fund after payment in full of the Cost of the Project may be transferred to the Tax
Increment Fund and used for the purposes thereof.
B. Disposition of Tax Increment Revenues. For so long as any of the Bonds shall
be Outstanding,as to any Debt Service Requirements,except as otherwise provided herein,the Tax
Increment Revenues,upon their receipt from time to time by the City,shall be set aside and credited
immediately to the Tax Increment Fund.
For so long as any of the Bonds shall be Outstanding as to any Debt Service
Requirements,the Tax Increment Fund shall be accumulated and administered, and the moneys on
deposit therein shall be applied, in the following order of priority:
(1) First,to the Tax Increment Principal and Interest Account to pay any
Debt Service Requirements of Superior Bonds or Superior Securities then Outstanding in the
manner set forth in Section 5C hereof.
(2) Second,to the Tax Increment Reserve Account,in the manner set forth
in Section 5D hereof; and
(3) Third,to the Subordinate Bonds Debt Service Account to pay the Debt
Service Requirements of the Bonds. any Additional Parity Bonds and any other Parity
Securities in accordance with Section 5F hereof.
C. Tax Increment Principal and Interest Account Payments. The City shall
deposit in the Tax Increment Principal and Interest Account from the Tax Increment Revenues on
or before the last day of each month,the following amounts:
(1) Interest Payments. One-sixth(1/6)ofthe aggregate amount of the next
installment of interest due on the next Interest Payment Date in the current Bond Year plus
any other amounts due for interest on Superior Bonds or Superior Securities then
Outstanding.
(2) Principal Payments. One-sixth(1/6) of the aggregate amount of the
next installment of principal due on the next principal payment date in the current Bond Year
CO DOCS A 53913 v 4 22 2/9/00
plus any other amounts due for principal of Superior Bonds or Superior Securities then
Outstanding.
The Tax Increment Principal and Interest Account shall be maintained as a sinking
fund for the mandatory redemption of the 1992 Tax Increment Refunding Bonds maturing on
December 1. 2006. Any mandatory sinking fund redemption shall be treated as an installment of
principal for purposes of this Section 5C.
Nothing herein shall be construed so as to prevent the City from creating separate
subaccounts within the Tax Increment Principal and Interest.Account for separate series of Superior
Bonds or Superior Securities and accounting separately for any deposits made thereto on account of
such Superior Bonds or Superior Securities or from creating separate principal and interest accounts
for such Superior Bonds or Superior Securities,if such action is deemed by the City to be necessary
or desirable in order to comply with any statute or regulation governing the exclusion from gross
income under federal income tax laws of interest on any such Superior Bonds or Superior Securities,
provided that any such separate subaccounts shall have claims to the Tax Increment Revenues equal
to and on a parity with those of the other such subaccounts and any such separate principal and
interest account shall have a claim to the Tax Increment Revenues equal to and on a parity with that
of the Tax Increment Principal and Interest Account.
D. Tax Increment Reserve Account Payments. The City shall retain in the Tax
Increment Reserve Account a stun equal to the Average Annual Debt Service Requirements of the
1992 Tax Increment Refunding Bonds or, if the maximum amount permitted by applicable federal
tax law is either greater or lesser, said amount. Subject to the payments required by Section 5C
hereof,except as provided in Section 5E hereof,from and to the extent of any moneys remaining in
the Tax Increment Fund, there shall be credited as hereinafter provided and from time to time
thereafter to the Tax Increment Reserve Account moneys sufficient to accumulate in and maintain
the Tax Increment Reserve Account at an amount at least equal to the Combined Average Annual
Debt Service Requirements of all Outstanding Superior Bonds or Superior Securities for which the
Tax Increment Reserve Account is maintained. Said amount shall be maintained as a continuing
reserve solely for the payment of the Debt Service Requirements of all Superior Bonds or Superior
Securities for which the Tax Increment Reserve Account is maintained,except as otherwise provided
herein. No payment need be made into the Tax Increment Reserve Account so long as the moneys
therein shall equal not less than said amount. In the evem that the amount of the Tax Increment
Reserve Account falls below the minimum amount required to be maintained therein,the City shall
credit to the Tax Increment Reserve Account that sum of money needed to accumulate or
reaccumulate the amount therein so that at all times the amount of the Tax Increment Reserve
Account equals said minimum amount. The moneys in the Tax Increment Reserve Account shall
be set aside, accumulated, and, if necessary, reaccumulated as provided herein, from time to time,
and maintained as a continuing reserve to be used,except as hereinafter provided in Section 5E and
Section 9 hereof, only to prevent deficiencies in the Tax Increment Principal and Interest Account
resulting from failure to deposit therein sufficient Pledged Revenues to pay the Debt Service
Requirements of all Superior Bonds or Superior Securities for which the Tax Increment Reserve
Account is maintained as the same become due.
•
CO DOCS A 53913 v 4 23 219100
If at any time the City shall for any reason fail to pay into the Tax Increment Principal
and Interest Account the full amount above stipulated for payment of Debt Service Requirements
on all Superior Bonds or Superior Securities. then an amount shall be paid into the Tax Increment
Principal and Interest Account at such time from the Tax Increment Reserve Account equal to the
difference between that paid from the Tax Increment Revenues and the full amount so stipulated.
The money so used shall be replaced to the Tax Increment Reserve Account from the first monevs
credited to the Tax Increment Fund thereafter received and not required to be otherwise applied by
Section 5C hereof.
If a separate reserve fund or account is maintained for separate series of Superior
Bonds or Superior Securities.then the moneys replaced in the Tax Increment Reserve Account and
such separate reserve fund or account shall be replaced on a pro rata basis, as moneys become
available therefor.
If at any time the City shall for any reason fail to pay into the Tax Increment Reserve
Account the full amount stipulated herein from the moneys credited to the Tax Increment Fund,the
difference between the amount paid and the amount stipulated shall in a like manner be paid therein
from the first Pledged Revenues credited to the Tax Increment Fund thereafter received and not
required to be applied otherwise by Section 5C hereof.
Nothing in this Ordinance shall be construed as limiting the right of the City to
substitute for the cash deposit required to be maintained hereunder a letter of credit, surety bond.
insurance policy, agreement guaranteeing payment, or other undertaking by a financial institution
to ensure that cash in the amount otherwise required to be maintained hereunder will be available
to the City as needed, provided that any such substitution shall first be approved in writing by the
Persons specified in the ordinances authorizing the issuance of Superior Bonds or Superior Securities
and shall not cause the then-current ratings of the Superior Bonds or Superior Securities to be
adversely affected.
E. Termination of Tax Increment Deposits. No payment need be made into the
Tax Increment Principal and Interest Account or the Tax Increment Reserve Account if the amount
in the Tax Increment Principal and Interest Account and the amount in the Tax Increment Reserve
Account total a sum at least equal to the entire remaining Debt Service Requirements of the
Outstanding Superior Bonds or Superior Securities to their respective Maturity Dates or to any
Redemption Date or Redemption Dates on which the City shall have exercised or shall have
obligated itselfto exercise its option to redeem,prior to their respective Maturity Dates,any Superior
Bonds or Superior Securities then Outstanding and thereafter maturing(provided that,solely for the
purpose of this Section 5E, there shall be deemed to be a credit to the Tax Increment Reserve
Account moneys, Federal Securities and bank deposits, or any combination thereof, accounted for
in any other fund or account of the City and restricted solely for the purpose of paying the Debt
Service Requirements of the Superior Bonds or Superior Securities), in which case moneys in the
Tax Increment Principal and Interest Account and the Tax Increment Reserve Account in an amount,
except for any known interest or other gain to accrue from any investment or deposit of moneys
pursuant to Section 6B hereof from the time of any such investment or deposit to the time or
respective times the proceeds of any such investment or deposit shall be needed for such payment,
CO DOCS A 53913 v 4 24 2/9/00
at least equal to such Debt Service Requirements, shall be used together with any such gain from
• such investments and deposits solely to pay such Debt Service Requirements as the same become
due; and any moneys in excess thereof in the Tax Increment Principal and Interest Account and the
Tax Increment Reserve Account and any other moneys derived from the Tax Increment Revenues
may be used in any lawful manner determined by the City and the Authority, including payment of
the Debt Service Requirements of Subordinate Bonds or Subordinate Securities.
F. Subordinate Bonds Debt Service Account Payments. The City shall deposit
in the Subordinate Bonds Debt Service Account, forthwith upon receipt of the proceeds of the
Bonds, accrued interest, if any, from their date of issue to their date of delivery to the Purchaser to
apply to the payment of interest first due on the Bonds. After there have been deposited in the Tax
Increment Principal and Interest Account an amount sufficient to pay all the Debt Service
Requirements due or to become due during the current Bond Year on all Superior Bonds or Superior
Securities then Outstanding and after the accumulations to and replenishments of the Tax Increment
Reserve Account to be made in the current Bond Year have been made, any moneys remaining in
the Tax Increment Fund in any Bond Year shall be used by the City for the payment of Debt Service
Requirements of the Bonds. any Additional Parity Bonds or any other Parity Securities authorized
to be issued in accordance with this Ordinance;but the lien of such securities on the Tax Increment
Revenues and the pledge thereof for the payment of such securities shall be subordinate and junior
to the lien and pledge for the payment of all Superior Bonds or Superior Securities as herein
provided.
G. Budget and Appropriation of Sums. The sums required to make the payments
specified in this Section 5 shall be appropriated for said purposes, and the amounts so required in
each year shall be included in the budget and the annual appropriation ordinance or measures to be
adopted or passed by the Council while any of the Bonds, as to either principal or interest, are
Outstanding and unpaid. No provisions of any constitution, charter, statute, ordinance, resolution,
or other order or measure enacted after the issuance of the Bonds shall in any manner be construed
as limiting or impairing the obligation of the City to keep and perform the covenants contained in
this Ordinance so long as any of the Bonds remain Outstanding and unpaid.
H. Excess Investment Earnings Account: Within thirty (30) days after each
installment calculation date and not later than sixty(60)days after the redemption of the last Bond,
the City shall compute the Excess Investment Earnings for the year just completed and shall transfer
from the Development and Expense Fund and the Subordinate Bonds Debt Service Account to the
Excess Investment Earnings Account an amount equal to the amount so computed. If the amount
so computed is a negative number, said amount may be withdrawn from the Excess Investment
Earnings Account. All amounts in the Excess Investment Earnings Account, including income
earned from the investment of such amounts, shall be held by the City free and clear of the lien
described in this Ordinance. The City shall pay over to the United States of America,not later than
thirty(30) days after the fifth anniversary of the date of issuance of the Bonds,an amount equal to
ninety percent(90%)of the net aggregate amount transferred to or earned in the Excess Investment
Earnings Account during such period and not theretofore paid to the United States of America and,
not later than sixty(60)days after the redemption of the last Bond, one hundred percent (100%)of
• the aggregate amount in the Excess Investment Earnings Account. Notwithstanding the provisions
CO DOCS_A 53913 v 4 25 2/9/00
of this Section 5H. the Cite shall at all times maintain and administer the Excess Investment
Earnings Account in conformity with all applicable federal statutes and regulations as the same may
be amended from time to time.
Section 6. General Administration of Funds and Accounts.
A. Places and Times of Deposits. Each of the special funds or accounts referred
to in Section 5 hereof shall be kept separate and apart from all other accounts or funds of the City
as trust accounts solely for the purposes herein designated therefor. For purposes of investment of
moneys, nothing. except as specifically provided herein, prevents the commingling of moneys
accounted for in any two or more such funds or accounts pertaining to the Pledged Revenues or to
such fund and account and any other funds or accounts of the City adopted or created under this
Ordinance. Such funds or accounts shall be continuously secured to the fullest extent required and
permitted by the laws of the State for the securing of public funds and shall be irrevocable and not
withdrawable by anyone for any purpose other than the respective designated purposes of such funds
and accounts. Each periodic payment shall be credited to the proper fund or account not later than
the date therefor herein designated,except that when any such date shall be a Saturday,a Sunday or
a legal holiday, then such payment shall be made on or before the next preceding business day.
B. Investment of Funds and Accounts. Any moneys in the Development and
Expense Fund and the Subordinate Bonds Debt Service Account may be deposited, invested, or
reinvested only in Permitted Investments. Securities or obligations purchased as such an investment
shall either be subject to redemption at any time at face value by the Owner thereof at the option of
such Owner or shall mature at such time or times as shall most nearly coincide with the expected
need for moneys from the fund or account in question. Securities or obligations so purchased as an
investment of moneys in any such fund or account shall be deemed at all times to be a part of the
applicable fund or account; provided that the interest accruing on such investments and any profit
realized therefrom shall be credited to the Tax Increment Fund and any loss resulting from such
investments shall be charged to the particular fund or account in question. The City shall present
for redemption or sale on the prevailing market an}, securities or obligations so purchased as an
investment of moneys in a given fund or account whenever it shall be necessary to do so in order to
provide moneys to meet any required payment or transfer from such fund or account.
C. No Liability for Losses Incurred in Performine Terms of Ordinance. Neither
the City nor any officer of the City shall be liable or responsible for any loss resulting from any
investment or reinvestment made in accordance with this Ordinance.
D. Character of Funds. The moneys in any fund or account herein authorized
shall consist of lawful money of the United States of America or Permitted Investments or both such
money and Permitted Investments. Moneys deposited in a demand or time deposit account in a
Commercial Bank.appropriately secured according to the laws of the State,shall be deemed lawful
money of the United States of America.
E. Accelerated Payments Optional. Nothing contained herein prevents the
accumulation in any fund or account herein designated of any monetary requirements at a faster rate
CO DOCS A 53913 v 4 26 2/9/00
than the rate or minimum rate, as the case may be, provided therefor, but no payment shall be so
• accelerated if such acceleration shall cause a default in the payment of any obligation of the City
pertaining to the Pledged Revenues.
Section 7. Priorities: Liens: Issuance of Additional Bonds.
A. Lien on Pledged Revenues. Except as expressly provided in this Ordinance
with respect to the issuance of Superior Bonds or Superior Securities and Additional Parity Bonds
or Panty Securities, the Tax Increment Revenues and the Investment Earnings shall be and hereby
are irrevocably assigned,pledged and set aside to pay the Debt Service Requirements of the Bonds.
The Bonds constitute an irrevocable and second lien (but not necessarily an exclusive second lien)
upon the Tax Increment Revenues and the Investment Earnings. The Bonds, any Additional Parity
Bonds and any other Parity Securities authorized to be issued and from time to time Outstanding are
equitably and ratably secured by a lien on the Tax Increment Revenues and the Investment Earnings
and shall not be entitled to any priority one over the other in the application thereof regardless of the
time or times of the issuance of the Bonds. any Additional Panty Bonds and any other Parity
Securities,it being the intention of the Council that there shall be no priority among the Bonds, any
Additional Parity Bonds and any other Panty Securities, regardless of the fact that they may be
actually issued and delivered at different times.
B. Issuance Of Additional Parity Bonds. Nothing herein, subject to the
limitations stated in Section 7D hereof,prevents the issuance by the City of Additional Parity Bonds
payable from the Tax Increment Revenues and the Investment Earnings and constituting a lien
thereon on a parity with the lien thereon of the Bonds.
C. Additional Superior Securities Permitted. Subject to the limitations stated in
Section 7D hereof and in the ordinances authorizing the issuance of Superior Bonds or Superior
Securities, the City may issue additional Superior Bonds or additional Superior Securities for any
lawful purpose payable from the Tax Increment Revenues and the Investment Earnings and having
a lien thereon superior and senior to the lien thereon of the Bonds.
D. S Iemental Ordinances. Additional Panty Bonds or Superior Bonds or
Superior Securities shall be issued only after authorization thereof by ordinance, supplemental
ordinance or other instrument of the Council, in substantially the same form as this Ordinance,
stating the purpose orpurposes of the issuance of such additional securities,directing the application
of the proceeds thereof to such purpose or purposes,directing the execution thereof,and fixing and
determining the date,series designation,principal amount,maturity or maturities,maximum rate or
rates of interest, and prior redemption privileges of the City with respect thereto,and providing for
payments to and from the applicable funds and accounts in accordance with this Ordinance. All
additional securities shall bear such date, shall be payable as to principal on June I or December 1
or both and as to interest on June 1 and December I and shall be subject to redemption prior to
maturity on such terms and conditions, as may be provided, and shall bear interest at such rate or
rates as may be fixed by ordinance, instrument or other document of the Council.
CO DOCS A 53913 v 4 27 2/9/00
Section 8. Covenants.
The City hereby particularly covenants and agrees with the Owners of the Bonds from
time to time, and makes provisions which shall be a part of its contract with such Owners, which
covenants and provisions shall be kept by the City continuously until all of the Bonds have been fully
paid and discharged:
A. Continuance and Collection of Tax Increment Revenues.
(1) The Plan of Development, as approved and amended as described in
this Ordinance,is now in full force and effect.The City will not revoke its approval or amend
the Plan of Development in any manner which would diminish the Tax Increment Revenues.
(2) The City shall continue to collect the Tax Increment Revenues in
accordance with the Do,.vntown Development Authority Act.
(3) The City shall maintain the Tax Increment Fund as a fund of the City
separate and distinct from all other funds of the City and shall place the Tax Increment
Revenues therein. The Tax Increment Fund shall be subject to appropriation only as
authorized by the Downtown Development Authority Act and this Ordinance.
(4) All of the Tax Increment Revenues shall be subject to the payment of
the Debt Service Requirements of all securities payable therefrom, including reserves
therefor, as provided herein or in any instrument supplemental or amendatory hereto.
B. Defense of Legality of Pledged Revenues. There is not pending or threatened
in writing any suit, action or proceeding against or affecting the City before or by any court,
arbitrator, administrative agency- or other governmental authority which affects the validity or
legality of this Ordinance,any ordinance affecting the Tax Increment Revenues or any of the City's
obligations under such ordinances.
The City shall,to the extent permitted by law,defend the validity and legality of all
ordinances affecting the Tax Increment Revenues and all amendments thereto against all claims,
suits and proceedings which would diminish or impair the Pledged Revenues.
Except as permitted in this Ordinance, the City has not assigned or pledged the
Pledged Revenues in any manner which would diminish the security for payment of the Bonds.
C. Performance of Duties. The City,acting and through its officers,or otherwise,
shall faithfully and punctually perform, or cause to be performed, all duties with respect to the
Pledged Revenues required by the Constitution and laws of the State, the Charter and the various
ordinances, resolutions and contracts of the City, including, without limitation, the proper
segregation of the proceeds of the Bonds and the Pledged Revenues and their application from time
to time to the respective funds provided therefor.
CO DOCS A 53913 v 4 28 2/9I00
D. Contractual Obli ations. The City will perform all contractual obligations
• undertaken by it under the contract with the Purchaser and any other agreements relating to the
Bonds and the Pledged Revenues.
E. Further Assurances. At any and all times the City shall, so far as it may be
authorized by law, pass, make. do, execute. acknowledge, deliver, and file or record all and every
such further instruments, acts, deeds, conveyances, assignments, transfers, other documents, and
assurances as may be necessary or desirable for the better assuring, conveying, granting, assigning
and confirming all and singular the rights, the Pledged Revenues and other funds and accounts
hereby pledged or assigned,or intended so to be,or which the City may hereafter become bound to
pledge or to assign,or as may be reasonable and required to carry out the purposes of this Ordinance.
The City, acting by and through its officers, or otherwise, shall at all times,to the extent permitted
by law, defend, preserve and protect the pledge of the Pledged Revenues and other funds and
accounts pledged hereunder and all the rights of every Owner of any of the Bonds against all claims
and demands of all Persons whomsoever.
F. Conditions Precedent. Upon the date of issuance of any of the Bonds, all
conditions,acts and things required by the Constitution or laws of the United States of America,the
Constitution or laws of the State,the Charter, or this Ordinance,to exist, to have happened, and to
have been performed precedent to or in the issuance of the Bonds shall exist, have happened and
have been performed, and the Bonds do not contravene any debt or other limitation prescribed by
the Constitution or laws of the United States of America,the Constitution or laws of the State or the
. Charter.
G. Records. The City will keep proper books of record and account,separate and
apart from all other records and accounts, showing complete and correct entries of all transactions
relating to the funds and accounts described herein.
H. Protection of Security. The City,its officers,agents and employees, shall not
take any action in such manner or to such extent as might prejudice the security for the payment of
the Debt Service Requirements of the Bonds and any other securities payable from the Pledged
Revenues according to the terms thereof. No contract shall be entered into nor any other action taken
by which the rights of any Owner of any Bond or other security payable from Pledged Revenues
might be materially impaired or diminished.
I. Accumulation of Interest Claims. In order to prevent any accumulation of
claims for interest after maturity, the City shall not directly or indirectly extend or assent to the
extension of the time for the payment of any claim for interest on any of the Bonds or any other
securities payable from the Pledged Revenues;and the City shall not directly or indirectly be a party
to or approve any arrangements for any such extension or for the purpose of keeping alive any of
such other claims for interest. If the time for the payment of any such installment of interest is
extended in contravention of the foregoing provisions, such installment or installments of interest
after such extension or arrangement shall not be entitled in case of default hereunder to the benefit
or the security of this Ordinance,except upon the prior payment in full of the principal of all of the
• Bonds and any such securities the payment of which has not been extended.
CO_DOCS_A 53913 v 4 29 219100
J. Prompt Payment of Bonds. The City shall promptly pay the Debt Service
Requirements of every Bond on the dates and in the manner specified herein and in the Bonds
according to the true intent and meaning hereof.
K. Use of Funds and Accounts. The funds and accounts described in the
Ordinance shall be used solely and only, and the moneys credited to such accounts are hereby
pledged, solely for the purposes specified herein.
L. Additional Securities. The City shall not hereafter issue any bonds or
securities payable from the Pledged Revenues without compliance with the requirements with
respect to the issuance of such bonds or securities set forth herein to the extent applicable.
M. Other Liens. There are no liens or encumbrances of any nature whatsoever
on or against any of the Tax Increment Revenues except as provided herein.
N. Surety Bonds. Each official or other person having custody of any Pledged
Revenues,or responsible for their handling, shall be fully bonded at all times, which bond shall be
conditioned upon the proper application of said moneys.
O. Tax Matters. The City shall make no investment or other use of the proceeds
of the Bonds at any time during the term thereof that, if such investment or other use had been
reasonably expected on the date of issue of the Bonds,would have caused the Bonds to be arbitrage
bonds within the meaning of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder and shall comply with all the requirements thereof throughout the term of the Bonds.
P. Financial Statements and Budgets. The City shall furnish to the Purchaser a
copy of its annual audited financial statements within one hundred eighty (180) days of the end of
the Fiscal Year and a copy of its budget within thirty (30) days of adoption thereof.
Section 9. Defeasance.
When all Debt Service Requirements of the Bonds have been duly paid,the pledge
and lien and all obligations hereunder shall thereby be discharged and the Bonds shall no longer be
deemed to be Outstanding within the meaning of this Ordinance. There shall be deemed to be such
due payment when the City has placed in escrow or in trust with a Trust Bank located within or
without the State, moneys or Federal Securities in an amount sufficient (including the known
minimum yield available for such purpose from Federal Securities in which such amount wholly or
in part may be initially invested)to meet all Debt Service Requirements of the Bonds, as the same
become due to their respective Maturity Dates or to any Redemption Date as of which the City shall
have exercised or shall have obligated itself to exercise its option to redeem Bonds prior to their
Maturity Date. The Federal Securities shall be non-callable and shall become due prior to the
respective times at which the proceeds thereof shall be needed, in accordance with a schedule
established and agreed upon between the City and such Trust Bank at the time of the creation of the
escrow or trust, or the Federal Securities shall be subject to redemption at the option of the Owner
thereof to assure such availability as so needed to meet such schedule. Nothing herein shall be
CO DOCS A 53913 v 4 30 2/9/00
• construed to prohibit a partial defeasance of the Outstanding Bonds in accordance with the
provisions of this Section 9.
Section 10. Default Provisions and Remedies of Bond Owners.
A. Events of Default. Each of the following events is hereby declared to be an
Event of Default by the City:
(1) Payment of Principal or Premium. Payment of the principal of any of
the Bonds or any premium due in connection with the redemption thereof is not made when
the same becomes due and payable,either at maturity or upon prior redemption,or otherwise;
(2) Nonpayment of Interest. Payment of any installment ofinterest on any
of the Bonds is not made when the same becomes due and payable;
(3) Incapacity to Perform. The City for any reason becomes incapable of
fulfilling its obligations hereunder;
(4) Nonperformance ofDuties. The City shall have failed to carry out and
to perform(or in good faith to begin the performance of)all acts and things lawfully required
to be carried out to be performed by it under any contract relating to the Bonds or the Pledged
Revenues, or to all or any combination thereof, or otherwise including, without limitation,
• this Ordinance.and such failure shall continue for sixty(60)days after receipt of notice from
the Owners of ten percent (10%) in aggregate principal amount of the Bonds then
Outstanding;
(5) Appointment of Receiver. An order or decree is entered by a court of
competent jurisdiction, with the consent or acquiescence of the City. appointing a receiver
or receivers for the Pledged Revenues and any other moneys subject to the lien to secure the
payment of the Bonds,or if any order or decree,having been entered without the consent or
acquiescence of the City. is not vacated or discharged or stayed on appeal within sixty (60)
days after entry;
(6) Default of Any Provision. The City makes any default in the due and
punctual performance of any other of the representations,covenants,conditions,agreements
and other provisions contained in the Bonds or in this Ordinance on its part to be performed,
and such default continues for sixty (60) days after written notice, specifying such default
and requiring the same to be remedied, is given to the City by the Owners of ten percent
(10%)in aggregate principal amount of the Bonds then Outstanding.
(7) Default on Superior Securities, Parity Securities or Subordinate
Securities. An event of default has occurred and is continuing with respect to any Superior
Securities, Parity Securities or Subordinate Securities.
CO DOCS A 53913 v 4 31 2/9/00
B. Remedies for Defaults. Upon the happening and continuance of any Event
of Default,the Owner or Owners of not less than ten percent (I 0%) in aggregate principal amount
of the Bonds then Outstanding. including, without limitation, a trustee or trustees therefor, may
proceed against the City and its agents, officers and employees to protect and to enforce the rights
of any Owner of Bonds under this Ordinance by mandatory injunction or by other suit, action, or
special proceedings in equity or at law, in any court of competent jurisdiction, either for the
appointment of a receiver or an operating trustee or for the specific performance of any covenant or
agreement contained herein or for any proper legal or equitable remedy as such Owner or Owners
may deem most effectual to protect and to enforce the aforesaid rights, or thereby to enjoin any act
or thing which may be unlawful or in violation of any right of any Owner of any Bond,or to require
the City to act as if it were the trustee of an expressed trust, or any combination of such remedies,
or as otherwise may be authorized by any statute or other provision of law. All such proceedings at
law or in equity shall be instituted, had and maintained for the equal benefit of all Owners of the
Bonds and any Panty Securities then Outstanding. Any receiver or operating trustee appointed in
any proceedings to protect the rights of such Owners hereunder,the consent to any such appointment
being hereby expressly granted by the City, may collect, receive and apply all Pledged Revenues
arising after the appointment of such receiver or operating trustee in the same manner as the City
itself might do. Notwithstanding the foregoing or any other applicable provisions of law, no Event
of Default shall result in acceleration of any obligation of the City represented by the Bonds.
C. Rights and Privileges Cumulative. The failure of any Owner of any
Outstanding Bond to proceed in any manner herein provided shall not relieve the City, or any of its
officers,agents or employees of any liability for failure to perform or carry out any duty, obligation
or other commitment. Each right or privilege of any such Owner or any trustee thereof is in addition
and is cumulative to any other right or privilege,and the exercise of any right or privilege by or on
behalf of any Owner shall not be deemed a waiver of any other right or privilege thereof. Each
Owner of any Bond shall be entitled to all of the privileges, rights, and remedies provided or
permitted in this Ordinance and as otherwise provided or permitted by law or in equity or by statute,
except as provided in Section 12A and Section 12B hereof,and subject to the applicable provisions
concerning the Pledged Revenues and the proceeds of the Bonds.Nothing herein affects or impairs
the right of any Owner of any Bond to enforce the payment of the Debt Service Requirements due
in connection with his, her or its Bond or the obligation of the City to pay the Debt Service
Requirements of each Bond to the Owner thereof at the time and the place expressed in such Bond.
D. Duties Upon Defaults. Upon the happening of any of the Events of Default
as provided in Section IOA hereof, the City, in addition, shall do and perform all proper acts on
behalf of and for the Owners of the Outstanding Bonds to protect and to preserve the security created
for the payment of their Bonds and to insure the payment of the Debt Service Requirements of the
Bonds promptly as the same become due. During any period of default,so long as any of the Bonds,
as to any Debt Service Requirements,are Outstanding,except to the extent it may be unlawful to do
so,all Pledged Revenues shall be paid into the Tax Increment Principal and Interest Account,or,in
the event of securities hereafter or heretofore issued and Outstanding during such period of time
senior or subordinate to or on a parity with the Bonds,shall be applied as provided in Section 5C and
Section 5F hereof on an equitable and prorated basis, and used for the purposes therein provided.
If the City fails or refuses to proceed as in this Section 1 OD provided, the Owner or Owners of not
CO DOCS A 53913 v 4 32 2/9/00
less than ten percent (10%) in principal amount of the Bonds then Outstanding, after demand in
writing,may proceed to protect and to enforce the rights of the Owners of the Bonds as hereinabove
provided: and to that end any such Owners of Outstanding Bonds shall be subrogated to all rights
of the City under any agreement or contract involving the Pledged Revenues entered into prior to the
effective date of this Ordinance or thereafter while any of the Bonds are Outstanding. Nothing
herein requires the City to proceed as provided herein if it determines in good faith and without any
abuse of its discretion that such action is likely materially and prejudicially to affect the Owners of
the Outstanding Bonds and any Outstanding Parity Securities.
E. Evidence of Security Owners. Any request,consent or other instrument which
this Ordinance may require or may permit to be signed and to be executed by the Owner of any
Bonds or other securities may be in one instrument or more than one instrument of similar tenor and
shall be signed or may be executed by each Owner in person or by his,her or its attorney appointed
in writing. Proof of the execution of any such instrument or of any instrument appointing any such
attorney,or the ownership by any Person of the securities,shall be sufficient for any purpose of this
Ordinance (except as otherwise herein expressly provided) if made in the following manner:
(1) Proof of Execution. The fact and the date of the execution by any
Owner of any Bonds or other securities or his,her or its attorney of such instrument may be
proved b}. the certificate, which need not be acknowledged or verified, of any officer of a
bank or trust company satisfactory to the City Clerk or of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he or she
• purports to act that the individual signing such request or other instrument acknowledged to
him or her the execution, duly swom to before such notary public or other officer; the
authority of the individual or individuals executing any such instrument on behalf of a
corporate Owner of any securities may be established without further proof if such
instrument is signed by an individual purporting to be the president or vice-president of such
corporation with the corporate seal affixed and attested by an individual purporting to be its
secretary or an assistant secretary; and the authority of any Person or Persons executing any
such instrument in any fiduciary or representative capacity may be established without
further proof if such instrument is signed by a Person or Persons purporting to act in such
fiduciary or representative capacity; and
(2) Proof of Owners. The amount of Bonds owned by any Person
executing any instrument as an Owner of Bonds, and the numbers, dates and other
identification thereof, together with the dates of his ownership of the Bonds, shall be
determined from the registration books of the City. The amount of other securities, if
applicable, owned by any Person executing any instrument as an Owner of such securities,
and the numbers, dates and other identification thereof, together with the dates of his
ownership,if in bearer form,may be proved by a certificate which need not be acknowledged
or verified, in form satisfactory to the City Clerk,executed by a member of a financial firm
or by an officer of a bank or trust company, insurance company or financial corporation or
other depository satisfactory to the City Clerk, or by any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state in which he or she
. purports to act, showing at the date therein mentioned that such Person exhibited to such
CO DOCS_A 53913 v 4 33 2/9/00
member, officer, notary public or other officer so authorized to take acknowledgments of
deeds or had on deposit with such depository the securities described in such certificate or
if in registered form shall be determined from the related registration books; but the City
Clerk may nevertheless in his or her discretion require further or other proof in cases where
he or she deems the same advisable.
F. Warramv Issuance of Bonds. Any ofthe Bonds as herein provided,when duly
executed and registered for the purposes provided for in this Ordinance, shall constitute a warranty
by and on behalf of the City for the benefit of each and every future Owner of any of the Bonds that
the Bonds have been issued for a valuable consideration in full conformity with law.
Section 11. Amendment of Ordinance.
A. Amendment of Ordinance Not Requiring Consent ofBond Owners. The City
may, without the consent of. or notice to. the Owners of the Bonds, adopt such ordinances
supplemental hereto (which amendments shall thereafter form a part hereof)for any one or more or
all of the following purposes:
(1) To cure or correct any formal defect, ambiguity or inconsistent
provision contained in this Ordinance;
(2) To appoint successors to the Paying Agent, Registrar or Transfer
Agent;
(3) To designate a trustee for the Owners ofthe Bonds,to transfer custody
and control of the Pledged Revenues to such trustee, and to provide for the rights and
obligations of such trustee;
(4) To add to the covenants and agreements of the City or the limitations
and restrictions on the City set forth herein;
(5) To pledge additional revenues,properties or collateral to the payment
of the Bonds;
(6) To cause this Ordinance to comply with the Trust Indenture Act of
1939, as amended from time to time; or
(7) To effect any such other changes hereto which do not in the opinion
of nationally recognized bond counsel materially adversely affect the interests of the Owners
of the Bonds.
B. Amendment of Ordinance Requiring Consent of Bond Owners. Exclusive of
the amendatory ordinances covered by Section I I A hereof, this Ordinance may be amended or
modified by ordinances or other instruments duly adopted by the Council, without receipt by it of
any additional consideration but with the written consent of the Owners of sixty-six percent(66%)
CO DOCS A 53913 v 4 34 2/9/00
in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such
amendatory ordinance.provided that no such amendatory ordinance shall permit without the written
consent of one hundred percent(100%) in aggregate principal amount of the Bonds Outstanding:
(1) Chaneine Payment. A change in the maturity or in the terms of
redemption of the principal of any Outstanding Bond or any installment of interest thereon;
o_
(2) Reducing Return. A reduction in the principal amount of any Bond,
the rate of interest thereon or any premium payable in connection with the redemption
thereof, without the consent of the Owner of the Bond; or
(3) Prior Lien. The creation of a lien upon or a pledge of revenues
ranking prior to the lien or to the pledge created by this Ordinance; or
(4) Modifying Amendment Terms. A reduction of the principal amount
or percentages of Bonds, or any modification otherwise affecting the description of Bonds,
otherwise changing the consent of the Owners of Bonds, which may be required herein for
any amendment hereto; or
(5) Priorities Among Bonds or Parity Securities. The establishment of
priorities as among Bonds issued and Outstanding under the provisions of this Ordinance or
as among Bonds and other Securities on a parity therewith; or
• (6) Partial Modification. Any modifications otherwise materially and
prejudicially affecting the rights or privileges of the Owners of less than all of the Bonds then
Outstanding.
Whenever the Council proposes to amend or modify this Ordinance under the
provisions of this Section 1 IB it shall give notice of the proposed amendment by mailing such notice
to all Owners of Bonds at the addresses appearing on the registration books of the City. Such notice
shall briefly set forth the nature of the proposed amendment and shall state that a copy of the
proposed amendatory ordinance or other instrument is on file in the office of the City Clerk for
public inspection.
C. Time for and Consent to Amendment. Whenever at any time within one(1)
year from the date of the completion of the notice required to be given by Section I 1 B hereof there
shall be filed in the office of the City Clerk an instrument or instruments executed by the Owners
of at least sixty-six percent (66%) in aggregate principal amount of the Bonds then Outstanding,
which instrument or instruments shall refer to the proposed amendatory ordinance or other
instrument described in such notice and shall specifically consent to and approve the adoption of
such ordinance or other instrument, thereupon, but not otherwise, the Council may adopt such
amendatory ordinance or instrument and such ordinance or instrument shall become effective. If the
Owners of at least sixty-six percent (66%) in aggregate principal amount of the Bonds then
• Outstanding, at the time of the adoption of such amendatory ordinance or instrument, or the
CO DOCS_A 53913 v 4 35 2/9/00
predecessors in title of such Owners,no Owner of any Bond,whether or not such Owner shall have
consented to or shall have revoked any consent as herein provided, shall have any right or interest
to object to the adoption of such amendatory ordinance or other instrument or to object to any of the
terms or provisions therein contained or to the operation thereof or to enjoin or restrain the City from
taking any action pursuant to the provisions thereof. Any consent given by the Owner of a Bond
pursuant to the provisions thereof shall be irrevocable for a period of six(6) months from the date
of the completion of the notice above provided for and shall be conclusive and binding upon all
future Owners of the same Bond during such period. Such consent may be revoked at any time after
six (6) months from the completion of such notice, by the Owner who gave such consent or by a
successor in title, by filing notice of such revocation with the City Clerk,but such revocation shall
not be effective if the Owners of sixty-six percent(66%)in aggregate principal amount of the Bonds
Outstanding as herein provided, prior to the attempted revocation, shall have consented to and
approved the amendatory instrument referred to in such revocation.
D. Unanimous Consent. Notwithstanding anything in the foregoing provisions
contained, the terms and the provisions of this Ordinance, or of any ordinance or instrument
amendatory thereof, and the rights and the obligations of the City and of the Owners of the Bonds
may be modified or amended in any respect (except as would adversely affect the rights of the
Owners of any Panty Securities or Superior Bonds or Superior Securities)upon the adoption by the
City and upon the filing with the City Clerk of an instrument to that effect and with the consent of
the Owners of all the Outstanding Bonds,such consent to be given in the manner provided in Section
11 C hereof; and no notice to Owners of Bonds shall be required as provided in Section I 1 B hereo'.
nor shall the time of consent be limited except as may be provided in such consent.
E. Exclusion of Bonds. At the time of any consent or of other action taken
hereunder the Registrar shall furnish to the City Clerk a certificate,upon which the City Clerk may
rely, describing all Bonds to be excluded for the purpose of consent or of other action or of any
calculation of Outstanding Bonds provided for hereunder,and,with respect to such excluded Bonds,
the City shall not be entitled or required with respect to such Bonds to give or obtain any consent or
to take any other action provided for hereunder.
F. Notation on Bonds. Any of the Bonds delivered after the effective date of any
action taken as provided in Section 11B hereof,or Bonds Outstanding at the effective date of such
action,may bear a notation thereon by endorsement or otherwise in form approved by the Council
as to such action; and if any such Bonds so delivered after such date does not bear such notation,
then upon demand of the Owner of any Bond Outstanding at such effective date and upon
presentation of his Bond for such purpose at the principal office of the City, suitable notation shall
be made on such Bond by the City Clerk as to any such action. If the Council so determines, new
Bonds so modified as in the opinion of the Council to conform to such action shall be prepared,
executed and delivered; and upon demand of the Owner of any Bond then Outstanding, shall be
exchanged without cost to such Owner for Bonds then Outstanding upon surrender of such
Outstanding Bonds.
G. Proof of Instruments and Bonds. The fact and date of execution of any
instrument under the provisions of this Section 11,the amount and number of the Bonds owned by
CO DOCS A 53913 v 4 36 2/9/00
any Person executing such instrument, and the date of his registering the same may be proved as
provided by Section I OE hereof.
Section 12. Miscellaneous.
A. Character of Agreement. None of the covenants,agreements,representations,
or warranties contained herein or in the Bonds shall ever impose or shall be construed as imposing
any liability,obligation,or charge against the City(except for the special funds pledged therefor)or
against the general credit of the City payable out of general funds.
B. No Pledge of Property. The payment of the Bonds is not secured by an
encumbrance,mortgage or other pledge of property of the City except for the Pledged Revenues.No
property of the City,subject to such exception with respect to the Pledged Revenues,pledged for the
payment of the Bonds, shall be liable to be forfeited or taken in payment of the Bonds.
C. Statute of Limitations. No action or suit based upon any Bond or other
obligation of the City shall be commenced after it is barred by any statute of limitations pertaining
thereto. Any trust or fiduciary relationship between the City and the Owner of any Bond or the
obligee regarding any such obligation shall be conclusively presumed to have been repudiated on the
Maturity Date or other due date thereof unless the Bond is presented for payment or demand for
payment of such other obligation is otherwise made before the expiration of the applicable limitation
period. Any moneys from whatever source derived remaining in any fund or account reserved,
pledged or otherwise held for the payment of any such obligation, action or suit, the collection of
which has been barred, shall revert to such fund as the Council shall provide by ordinance. Nothing
herein prevents the payment of any such Bond or other obligation after an action or suit for its
collection has been barred if the Council deems it in the best interests of the City or the public so to
do and orders such payment to be made.
D. Delegated Duties. The officers of the City are hereby authorized and directed
to enter into such agreements and take all action necessary or appropriate to effectuate the provisions
of this Ordinance and to comply with the requirements of law, including, without limitation:
(1) Printing. The printing of the Bonds or, if necessary or desirable,the
preparation of typewritten Bonds as provided herein; and
(2) Execution.Authentication.Registration and Delivery, The execution,
authentication and registration of the Bonds and the delivery of the Bonds to the Purchaser
pursuant to the provisions of this Ordinance.
(3) Closing Documents. The execution of such certificates as may be
reasonably required by the Purchaser, relating, inter alia,to:
(a) The signing of the Bonds;
. (b) The tenure and identity of the officials of the City;
CO_DOCS_A 53913 v 4 37 2/9/00
(c) If in accordance with fact, the absence of pending litigation
affecting the validity of the Bonds;
(d) The tax treatment of interest on the Bonds under federal and
State income tax laws: and
(e) The delivery of the Bonds and the receipt ofthe Bond purchase
price.
E. Successors. Whenever herein the City is named or is referred to, such
provision shall be deemed to include any successors of the City, whether so expressed or not. All
of the covenants, stipulations, obligations and agreements by or on behalf of and other provisions
for the benefit of the City contained herein shall bind and inure to the benefit of any officer, board,
district, commission, authority, agency, instrumentality or other Person or Persons to whom or to
which there shall be transferred by or in accordance with law any right,power or duty of the City or
of its respective successors, if any, the possession of which is necessary or appropriate in order to
comply with any such covenants, stipulations, obligations, agreements or other provisions hereof.
F. Rights and Immunities. Except as herein otherwise expressly provided,
nothing herein expressed or implied is intended or shall be construed to confer upon or to give to any
Person, other than the City and the Owners from time to time of the Bonds, any right, remedy or
claim under or by reason hereof or any covenant,condition or stipulation hereof. All the covenants,
stimulations,promises and agreements herein contained by and on behalf of the City shall be for the
sole and exclusive benefit of the City and any Owner of any of the Bonds.
No recourse shall be had for the payment of the Debt Service Requirements of the
Bonds or for any claim based thereon or otherwise upon this Ordinance authorizing their issuance
or any other ordinance or instrument pertaining thereto, against any individual member of the
Council,or any officer or other agent of the City,past,present or future,either directly or indirectly
through the City,or otherwise,whether by virtue of any constitution,statute or rule of law or by the
enforcement of any penalty or otherwise, all such liability, if any, being by the acceptance of the
Bonds and as a part of the consideration of their issuance specially waived and released.
G. Facsimile Si ng atures. Pursuant to the Uniform Facsimile Signature of Public
Officials Act,part I of article 55 of title 11,Colorado Revised Statutes,as amended,the Mayor,the
City Clerk and the Financial Officer of the City shall forthwith, and in any event prior to the time
the Bonds are delivered to the Purchaser, file with the Colorado Secretary of State their manual
signatures certified by them under oath.
H. Ordinance Irrepealable. This Ordinance is,and shall constitute,a legislative
measure of the City and after any of the Bonds are issued, this Ordinance shall constitute an
irrevocable contract between the City and the Owner or Owners of the Bonds; and this Ordinance,
subject to the provisions of Section 9 and Section 11 hereof,if any Bonds are in fact issued. shall be
and shall remain irrepealable until the Bonds, as to all Debt Service Requirements, shall be fully
paid, cancelled and discharged, as herein provided.
CO DOCS A 53913 v 4 38 2I9I00
I. Ratification. All action not inconsistent with the provisions of this Ordinance
• heretofore taken by the Ciry or its officers. and otherwise by the City directed toward the sale and
delivery of the Bonds for that purpose,be.and the same hereby is,ratified,approved and confirmed.
J. 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.
K. Severability. If any section,subsection,paragraph,clause or other provision
of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability thereof shall not affect any of the remaining sections, subsections, paragraphs,
clauses or provisions of this Ordinance.
INTRODUCED, READ, APPROVED ON FIRST READING, AND ORDERED
PUBLISHED ONCE BY NUMBER AND TITLE ONLY this 1 st day of February, 2000.
CITY OF FORT COLLINS, COLORADO
By:
(CITY) Mayor
(SEAL)
ATTEST:
City Clerk
•
CO_DOCS A 53913 v 4 39 219/00
READ,AMENDED,FINALLY PASSED AS AMENDED ON SECOND READING
AND ORDERED PUBLISHED ONCE BY NUMBER AND TITLE ONLY this 15th day of
February, 2000.
CITY OF FORT COLLINS, COLORADO
By:
(CITY) Mayor
(SEAL)
ATTEST:
City Clerk
ORDINANCE NO. 10, 2000
. OF THE COUNCIL OF THE CITY OF FORT COLLINS
APPROPRIATING PROCEEDS FROM THE ISSUANCE OF CITY OF FORT COLLINS.
COLORADO, DOWNTOWN DEVELOPMENT AUTHORITY TAXABLE SUBORDINATE
TAX INCREMENT REVENUE BONDS, SERIES 2000, FOR THE PURPOSE OF MAKING
CERTAIN CAPITAL IMPROVEMENTS IN THE DOWNTOWN AREA OF FORT COLLINS,
AUTHORIZING THE TRANSFER OF APPROPRIATIONS BETWEEN FUNDS
AND APPROPRIATING EXPENDITURES FROM THE DDA DEBT SERVICE FUND TO
MAKE THE 2000 PAYMENT ON THE BONDS
WHEREAS, on April 21, 1981,the City of Fort Collins, Colorado, adopted Ordinance No.
46, 1981, establishing the Fort Collins, Colorado, Downtown Development Authority; and
WHEREAS,the Downtown Development Authority's Plan of Development was approved
by the City on September 8, 1981, and established the purpose of the Authority and the types of
projects in which the Authority would participate; and
WHEREAS, on June 1, 1982, a special election was held pursuant to Section 31-25-807(b)
of the Colorado Revised Statutes approving the issuance by the City of up to $25,000,000 in tax
increment obligations to finance certain projects of the Downtown Development Authority; and
• WHEREAS,there is sufficient remaining bonding authorization available to fund additional
projects in the downtown area,pursuant to Ordinance No. 9,2000,as approved by the City Council
this same date, and there is sufficient revenue in the Operations and Maintenance Fund available to
pay the annual debt service payments on the bonds issued by said Ordinance; and
WHEREAS, through the adoption of Ordinance No. 9, 2000, of the Council of the City of
Fort Collins,the Council authorized the issuance of the City of Fort Collins,Colorado,Downtown
Development Authority Taxable Subordinate Tax Increment Revenue Bonds, Series 2000 (the
"Bonds"), in the aggregate principal amount $6+008,000; and
WHEREAS, the issuance of the Bonds, and the appropriation of the proceeds thereof, are
necessary to complete the construction of certain improvements in the downtown area of the City;
and
WHEREAS,Article V, Section 9,of the Charter of the City of Fort Collins permits the City
Council to make supplemental appropriations, in conjunction with all previous appropriations for
that fiscal years,provided that the total amount of such supplemental appropriations,in combination
with all previous appropriations for that fiscal year, does not exceed the current estimate of actual
and anticipated revenues to be received during the fiscal year-.; and
WHEREAS,Article V,Section10,of the:Gharter:authorizeslthe city Council to•transfer by
. ordinance any unexpended appropriated amount orportionthereoffrom;one fin4bvcapital project
to another fund or capital project,if the purpose for which the transferred funds are to be expended
remains unchanged.
NOW,THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That,contingent upon the final sale and issuance of the Bonds,there is hereby
appropriated for expenditure from Bond proceeds in the Downtown Development Authority
TLTP
Operating Fund the amount of SIX HUNDRED EIGHT THOUSAND DOLLARS
($6+908,000)to be used for the following .
a. Armstrong Hotel $240,000
b. Trolley Station $170;000
e. Four Garners Prejeet
4. Walriet Street Sidewalk improvements
C. Transfer to the City of'Twt Collins Capital
Projects.Fund for the,four Comers Project 5140000
d. Trans£erto the City of Fort Collins Capital Projects Fund
for the`, alnut`Street'Sidewalk Improvements $45000
e. Downtown Development Authority'sishare of the
Bond Issuance costs 12 00
$608000
Section 2. That, there is hereby appropriated for expenditure from the Downtown
Development Authority Debt Service Fund the amount of rrn� FIFTY THOUSAND
DOLLARS ($850,000)to be used for the payment of debt service on the bonds.
Introduced and considered favorably on first reading and ordered published this 1 st day of
February,A.D. 2000,and to be presented for final passage on the 15th day of February,A.D. 2000.
Mayor Pro Tern
ATTEST:
City Clerk
Passed and adopted on final reading this 15th day of February, A.D. 2000.
Mayor
ATTEST:
City Clerk
ORDINANCE NO. 23, 2000
OF THE COUNCIL OF THE CITY OF FORT COLLINS
APPROPRIATING UNANTICIPATED REVENUE IN THE
CAPITAL PROJECTS FUND FOR THE PURPOSE OF CONSTRUCTING
IMPROVEMENTS IN THE DOWNTOWN AREA CONSISTENT WITH THE
MISSION OF THE DOWNTOWN DEVELOPMENT AUTHORITY
WHEREAS, on February 15, 2000, the City Council adopted Ordinance No. 10, 2000,
appropriating bond proceeds,totaling$608,000,in the Downtown Development Authority Fund to
be used to construct capital improvements in the downtown area including acquiring a facade
easement on the Armstrong(formerly Empire)Hotel;public right-of-way acquisition for the Trolley
Station project; intersection and streetscape improvements along Mason Street (Four Corners
Project); and sidewalk/streetscape improvements along Walnut Street (Walnut Street Sidewalk
Improvements Project); and
WHEREAS, Section 1 of Ordinance No. 10, 2000, authorizes the appropriation of one
hundred eighty-five thousand dollars in the Downtown Development Authority Fund for transfer to
the City's Capital Projects Fund to be used for the Four Corners Project($ 140,000),and the Walnut
Street Sidewalk Improvement Project ($45,000); and
WHEREAS, the scope of work on the Four Comers Project will include landscaped
. pedestrian ways, enhanced crosswalks,tree planting and decorative lighting along the Civic Center
projects; and
WHEREAS, improvements associated with the Walnut Street Sidewalk Improvements
Project will include colored concrete,paver installation and tree grates along the sidewalk frontage,
on the north side of Walnut Street, from College Avenue to the old firehouse, and renovating the
existing traffic island at the intersection of Pine, Walnut,and College Avenue; and
WHEREAS,Article V, Section 9,of the Charter of the City of Fort Collins permits the City
Council to make supplemental appropriations by ordinance at any time during the fiscal year,
provided that the total of such supplemental appropriations, in combination with all previous
appropriations for that fiscal year,do not exceed the then current estimate of actual and anticipated
revenues to received during the fiscal year; and
WHEREAS,it is the desire of the Council to appropriate the sum of$185,000,to be received
as a transfer from the Downtown Development Authority Fund, in the Capital Projects Fund to be
used for the Four Comers Project($140,000)and the Walnut Street Sidewalk Improvements Project
($45,000).
•
NOW, THEREFORE,BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That there is hereby appropriated for expenditure from unanticipated revenue in
the Capital Projects Fund, Four Corners Capital Project, the sum of ONE HUNDRED FORTY
THOUSAND DOLLARS ($140.000) representing a transfer from the Downtown Development
Authority Fund to be used for streets,intersection and streetscape improvements along Mason Street,
in conjunction with the Civic Center Projects at Laporte Avenue.
Section 2. That there is hereby appropriated for expenditure from unanticipated revenue in
the Capital Projects Fund, Walnut Sidewalk Improvements Capital Project, the sum of FORTY-
FIVE THOUSAND DOLLARS($45,000)representing a transfer from the Downtown Development
Authority Fund to be used for sidewalk/streetscape improvements along the north side of Walnut
Street, from College Avenue to the old firehouse.
Introduced and considered favorably on first reading and ordered published this 15th day of
February,A.D. 2000, and to be presented for final passage on the 7th day of March, A.D. 2000.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading this 7th day of March, A.D. 2000.
Mayor
ATTEST:
City Clerk
AGENDA ITEM SUMMARY ITEM NUMBER: 9 A-B
DATE: February 1, 2000
FORT COLLINS CITY COUNCIL Alan Krcmarik
STAFF: Jay Hardy
SUBJECT:
f
Items Related to the Issuance of City of Fort Collins Downtown Development .Authority f
Subordinate Tax Increment Revenue Bonds. Series 2000.
RECOMMENDATION:
The DDA Board of Directors(dstaff `¢{ omm d
ion a Ordinances on First Reading.
FINANCIAL IMPACT:
At the end of 1999, the Downtown Development Authority Debt Service Fund held $110,000 of
unreserved fund balance. By the end of 2005, the unreserved fund balance is projected to grow
to approximately $3,500,000. d r end using a portion of the
unreserved fund balance tax ieme er e e five years to make capital
. improvements in the downt area `nsist the ion of the Authority. Over the
ensuing years, the projects rec a gh the 'tal improvements will repay the
value of the projects through increased tax increment. The DDA debt service fund is projected
to have sufficient revenue to meet all required debt service payments and reserve requirements j
for 1999 through 2006.
EXECUTIVE SUMMARY:
A. First Reading of Ordinance No. 9, 2000, Authorizing the Issuance of City of Fort Collins,
Colorado, Downtown Development Authority Subordinate Tax Increment Revenue
Bonds, Series 2000A, Dated their Delivery Date, in the Aggregate Principal Amount of
$610,000 for the Pu se nan ' g t ap Improvements and Capital
Projects; and Provid' for the dge C Inc ntal Ad Valorem Tax Revenues
to Pay the Principal Inter on d y Pre Due in Connection with the
Redemption of the on 17
B. First Reading of Ordinance No. 10, 2000, Appropriating Proceeds from the Issuance of
City of Fort Collins, Colorado, Downtown Development Authority Taxable Subordinate
Tax Increment Revenue Bonds, Series 2000, for the Purpose of Making Certain Capital
Improvements in the Downtown Area of Fort Collins and Appropriating Expenditures
from the DDA Debt Service Fund to Make the 2000 Payment on the Bonds.
The City of Fort Collins created the Downtown Development Authority to make desired
• improvements in the downtown area. Through tax increment financing, the DDA has made
significant contributions to the redevelopment and improvement of the downtown area. The two
items below, Ordinance No. 9, 2000 and Ordinance No. 10, 2000 proNide funding from future
tax increment in the DDA Debt Service Fund to make additional improvements in the downtown
DATE: February 1,2000 2 ITEM NUMBER: 9 A-B
area. The fast Ordinance issues short term bonds for the projects which will be paid from the
tax increment revenue The second Ordinance appropriates the proceeds in to the Capital
Projects Fund for the various projects.
The total of the four projects and associated interest costs is $650,000. All of these projects have
been reviewed and recommended by the Board of Directors of the DDA. The projects include
(amount in parentheses): (1) Armstrong Hotel ($240,000), (2) 401 West Mountain "Trolley
Station" ($170,800), (3)the Four Corners Project ($140,000), and (4)the Walnut Street Sidewalk
improvements($45,000).
BACKGROUND:
For background, staff has pXovided s or eac project that was reviewed and
approved by the Board of Dire th
1. Armstrone Hotel
EXECUTIVE SUMMARY
Contingent upon approval by City Council, the Downtown Development Authority has agreed to
acquire a facade easement on the Armstrong (formerly Empire) Hotel following the building's
historic rehabilitation into a 58-room hotel and restaurant. The developer of the project is a team
composed of Everitt Enterpris rtzflan itc ; , 00 DDA commitment is also
contingent upon a $6,000,00 renova n cos ou �iesult in $2.3 million in taxable
improvements and an annual incretttlnt of 4, 0.
DDA participation in this project is retroactive.
Should the tax increment fail to reach the specified levels, the owners will be contractually
obligated to make up any shortfalls
The owners must document expenditures on the facade improvements and if such expenditures
fall below the amount contracted for, the DDA 's participation is reduced correspondingly.
The project has been awazde State storicy
total grant—not all funds are
for the facade), final approv y the Co span dervation Commission should
have occurred Wednesday, J 26, rteon the National Register of
Historic Places as well as the local and state historic registers.
BACKGROUND
The Armstrong Hotel (currently the Empire Hotel) was built in 1923 in response to the growing
automobile tourism business. It once housed the original Fort Collins chapter of the American
Automobile Association.
The redevelopment of the Armstrong Hotel complies strongly and directly with the tenets of
City Plan,the Fort Collins Land Use Code and the Fort Collins Downtown Plan.
DATE: February 1,2000 3 ITEM NUMBER: 9 A-B
With regard to City Plan:
• Policy DD-1.1, Land Use: Basic land use activities will be clustered...to promote the
movement of pedestrians...while preserving the historical buildings and character of the area...
The Armstrong hotel is a designated historic structure and it concentrates visitors to sort I
Collins in the most pedestrian friendly cultural neighborhood in the community.
I
Policy DD-1.2, After-Hour Activities: Uses that expand the range of activities such as
entertainment..., restaurants, hotel/convention facilities and residential uses will be
encouraged...
Ph
The Armstrong Hotel will r rn a fu =servt o th antral business district and will
include a new, locally owned oa re . ud ba
I
Policy DD-1.7, Hotels: A high quality hotel(s) with space for large gatherings, conventions,
etc., is encouraged in the Old City Center sub-district.
The Armstrong Hotel will have a variety of meeting rooms, the largest of which will seat better
than 100 people.
Principle D4: Historically and architecturally significant buildings in Downtown will be
preserved and enhanced.
. The historic Armstrong Hotel Cillbe erve fn nhance
Policy DD-5.4 Parking. Shared parking allowances will be encouraged for nearby uses...
The Armstrong Hotel has limited amount of on-site parking located at the rear of the building
(which conforms to City Plan Policy DD-5.5 requiring lots to be located behind buildings, in
side yards, or in the interior of blocks). The balance of the parking will be provided through the
use of shared facilities. These arrangements are currently being negotiated with the owners of
close-by surface parking lots.
With regard to the Fort Collin an (eNqi )ngg'
The redevelopment of the ongo to ArtXoric
, Division 3.4, Subdivision 3.4.7
of the Fort Collins Land Use a rt a loca structure and/or a structure
that is eligible for listing on the National Register of Historic Places provide a development plan
and building design for the preservation and adaptive use of the historic resource.
With regard to the Downtown Plan:
Downtown Plan, Policy 9—Historic Resources: Preserve and enhance the historic and
architectural values of Downtown...Preserve the historic character of Downtown...Respect and
be sensitive to the historic and architectural character of Downtown...Encourage the
redevelopment and adaptive reuse of historically significant and architecturally important
structures...Promote the designation of eligible structures and districts as local, state and
national landmarks.
DATE: February 1,2000 4 ITEM NUMBER: 9 A-B
Redevelopment of the Armstrong Hotel clearly meets all of the elements of Policy, 9 of the
Downtown Plan.
Downtown Plan, Policy 15—Economic Development: Build the Downtown as the economic
heart of the community and region...Foster the development of new jobs in the
Downtown...Support the retention and expansion of existing businesses...Enhance the
Downtown's dominance in finance, government, professional services, culture and
entertainment.
Redevelopment of the Armstrong helps to fulfill these economic development objectives. Most
specifically, it will compliment it us i i n central business district and
enhance the attraction of outs' dol `r nto t\' c ni
Downtown Plan, Policy 15, a 0. Ut' blic ince 'ves for the location of a quality
hotel(s)nowhere else in the community but downtown.
The Downtown Plan also includes a specific recommendation in Chapter 5 (p. 116) which
states: "Establish a program to recruit major anchors to the Downtown area...A number of
potential anchors have been identified...Quality hotel(s)...eating and drinking
establishments...conference centers."
The redevelopment of the Armstrong Hotel will help to f lfill this recommendation.DDA Plan of
Development =x
The original planning docCantFoLe �n
;` Pess
own evelopment Authority Plan of
Development, adopted as a p for DDA in 1981 includes specific
references to historic preservation. Three listed goals and objectives (G, H, J, and R, pgs. 6 and
7) all encourage support of restoration and rehabilitation with the intent of preventing physical
deterioration and expanding the mix of uses offered in the central business district.
Finally, the Plan of Development includes a hotel and convention center as a project the DDA
should pursue. While the proposed redevelopment of the Armstrong Hotel will result primarily
in a boutique style hotel, it clearly moves in the direction of this long time DDA project
objective.
This project fulfills a critical ap in do e ' fabric, it restores a simple but
large historic Fort Collins dmaz , wi tively advantage of existing parking
opportunities, and it provides a cc for ors o e city enjoy its many amenities without
having to drive. Adding more hotel rooms to the downtown inventory provides visitors with a
beautiful, convenient,one-stop sleeping, entertainment, and eating environment.
Financing
DDA participation is retroactive—the project must be completed before the facade easement is
acquired. This insures the flow of tax increment monies to fund the Authority's involvement.
The rehabilitated Armstrong Hotel will cost about $6,000,000. The owners, with the assistance
of the Larimer County Assessor's office, have been conservative in their estimation of
"incremental" new value, which they have placed at $2,300,000. This should generate $64,000
annually in property tax increment (using current mill levies) and will generate $288,000 over a
y:
DATE: February 1, 2000 5 ITEM NUMBER: 9 A-B
4.5 year period (assuming taxes on the added value do not begin flowing before 2002). This is
sufficient to cover the easement acquisition cost of$240,000. As with all DDA projects should
the tax increment fail to reach the specified levels, the owners will be contractually obligated to
make up any shortfalls. This guarantees that the debt incurred to acquire the facade easement
will be covered. Any excess increment flows to the City through the DDA.
The owners must also document expenditures on the facade improvements and if such
expenditures fall below the amount contracted for, the DDA's participation is reduced
correspondingly. The estimated restoration cost for the facade is $316,749. The Colorado
Historical Society's grant program has agreed to fund $79,168 (25 percent) of the facade work.
The balance, $237,518, is to to D e uthority's acquisition price,
therefore, is 25 percent less the 'bein 'n st in a ade. The DDA's agreement to
x
participate in this project co totes a of e match which the State Historic
Fund requires of its projects. i
2. 401 West Mountain (Trolley Station)
EXECUTIVE SUMMARY
The DDA has committed $170,800 toward the redevelopment of the property known as 401
West Mountain. This project will be a mixed-use building with a total build-out cost estimated
at $1,782,800. Of this total, $1,496,000 is hard net costs, with the balance made up in off-site
improvements and project fees nc t ding mechanism selected by i DDA to fund this redevelop nt. proje i e proximately $40,000 in annual
• property tax. Tax incremen n the perty roduce 6,000/annually, thus any excess
increment would flow to the o s gh the
The DDA's participation in this project is through the funding of the public right-of-way.
BACKGROUND
This location, situated across from the beautiful Edward's House Bed and Breakfast, and cross-
cornered from the Avery House, is a former gas station. Prior to its immediate past use, the site
served as a Trolley Station. The property has existed as a run down, non-operative gas station
for the past several years.
In viewing this project with DDA's 'ssio n 'nd, this a textbook downtown project. It
will result in some low-inte nei o etail, crease in the availability of
professional services downtown, and it includes market-rate urban housing. The design is
contemporary but not intrusive. It is the kind of project that incorporates the diversity and
functionality,which makes Fort Collins unique.
This project continues many of the goals of the DDA as well as our community, as referenced
by:
Downtown Plan, Policy 15—Economic Development: Build the Downtown as the economic
• heart of the community and region...Foster the development of new jobs in the
Downtown...Support the retention and expansion of existing businesses...Enhance the
Downtown's dominance in finance, government, professional services, culture and
entertainment.
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_DATE: February 1,2000 6 ITEM NUMBER: 9 A-B
FINANCING
This property calls for an investment of$1,782,800, with taxable improvements in the amount of
$1,496,000. The debt incurred by the DDA will be retired through tax increment financing, with
City Council approval. As with all DDA projects, any excess funds from the project flow to the
City through the DDA.
3. The Four Corners (Mason & Laoorte) Proiect
This project will make improvements to the streets, intersections and streetscapes along Mason
Street, in conjunction with the C P p Avenue. This project will
improve and upgrade Mason Feet, i c ing d ap p s an ways, enhanced crosswalks,
tree planting and decorative 1 hting al g the i enter ojects. These enhancements will
connect the Civic Center to `' e ' do "to area. s is a public-public partnership
negotiated between the City and the DDA. The City had requested that the DDA participate in
some of the maintenance and repair of the Remington Parking Structure. Due to previous
agreements, the DDA could not assist. However, the DDA Board and Executive Director have
instead agreed to participate in some improvements near the new Parking Structure. The DDA
agreed that the City will do this work or contract for the work and the DDA would provide the
City with$140,000 not later than March 31, 2000.
4. The Walnut Street Sidewalk Imnrovements
The DDA has also agreed t "rovid ci s fo " ' walk/streetscape improvements
along the north side of Waln , Stree m le to the firehouse, at a cost of $45,000.
This includes colored concrete, i on tree g along the sidewalk frontage, as
well as renovating the traffic island at the intersection of Pine, Walnut and College. The island
treatment will include some new landscaping and possibly a splash block strip next to the curb.
Staff has determined that it will be most efficient to integrate the Walnut Street improvements
into contracts for the Downtown intersections because the Walnut Street design and the project
coordination needs to complement the other work along College and especially at the Northern
Hotel.
SUMMARY
The DDA Board has met to iew of th a the reasons outlined above, the
Board has recommended eac rojec ough i ce of subordinate tax exempt
revenue bonds to be repaid wi inc ues 11 be received in 2000 to 2005.
The DDA Board and its staff recommend adoption of the Ordinances. City staff also
recommends adoption of the Ordinances. Final interest rates and amounts will be inserted into
the Ordinances on second reading.