HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 08/17/2010 - ITEMS RELATING TO PAYMENT OF DEBT SERVICE ON 2010 DATE: August 17, 2010
STAFF: Matt Robenalt A I A •
John Voss • - • • • •
Items Relating to Payment of Debt Service on 2010 Downtown Development Authority Bonds.
A. First Reading of Ordinance No. 090, 2010, Authorizing the Issuance of City of Fort Collins, Colorado,
Downtown Development Authority Taxable Tax Increment Revenue Bonds, Series 2010A, Dated Their
Delivery Date, in an Aggregate Principal Amount Not to Exceed$10,000,000,and Tax-exempt Tax Increment
Revenue Bonds, Series 2010B, Dated Their Delivery Date, in an Aggregate Principal Amount Not to Exceed
$4,000,000, for the Purpose of Financing Certain Capital Improvements, Capital Projects and Development
Projects Within the Downtown Development Authority Area; Providing for the Pledge of Certain Incremental
Ad Valorem Tax Revenues to Pay the Principal of and Interest on the Bonds; Approving Documents in
Connection Therewith; and Ratifying Action Previously Taken and Appertaining Thereto.
B. First Reading of Ordinance No. 091, 2010, Appropriating Proceeds from the Issuance of City of Fort Collins,
Colorado,Downtown Development Authority Taxable Tax Increment Revenue Bonds,Series 2010A and Tax-
exempt Tax Increment Revenue Bonds, Series 2010B, for the Purpose of Making Certain Capital
Improvements, Capital Projects and Development Projects Within the Downtown Area of Fort Collins.
EXECUTIVE SUMMARY
Ordinance No. 090, 2010, authorizes the issuance and sale of City of Fort Collins Downtown Development Authority
(DDA) Taxable and Tax-Exempt Subordinate Tax Increment Revenue Bonds, Series 2010A and 2010E in the
maximum aggregate principal amount of$14,000,000. The proceeds of the bonds, appropriated in Ordinance No.
091,2010, net of issuance expenses,will be used to make capital improvements and fund programs in the downtown
area consistent with the mission of the Fort Collins Downtown Development Authority. The bonds are anticipated to
have final maturities no longer than ten years from the date of issuance.
BACKGROUND / DISCUSSION
Before initiation of bond issuance, DDA staff evaluates factors that create the structure of the DDA's financing plan,
which include needs,costs,and timing. Needs are the project or program commitments authorized by the DDA Board
of Directors.Costs include the compensation paid to the financing team(bond counsel,financial advisor, DDA's legal
counsel),fees due at closing(origination fee,cost of issuance fee),and current interest rate structure.Timing includes
anticipating when the reimbursement requests will come to the DDA from project or program owners combined with
an analysis of the revenue stream coming from property tax increment, which is used to service the debt. These
factors also influence the size of the bonds. A unique factor for the DDA in the 2010 Bond Series issuance is the
complexity added to the DDA's revenue stream by the Senate Bill 170 statute amendment, which affects revenues
beginning in tax year 2011.
On the advice of the City's and the DDA's financial advisor, James Capital Advisors, Inc., the DDA is seeking to
consolidate and issue a bond series prior to the formal commencement of Senate Bill 170. The provisions of this bill
require adjustment to the tax increment base and share back of property tax revenue with overlapping entities. These
provisions affect the Fort Collins DDA in tax year 2011. Uncertainty about how the bond investment market would
respond to Senate Bill 170 requirements precipitated the need to plan ahead for project and program reimbursement
funding that could potentially extend into 2012.
Since 2002, the City of Fort Collins has purchased the DDA's tax increment bonds. The City of Fort Collins is unable
to purchase the 2010 series bonds as there is not enough capacity above the required reserve policy to allow lending
at this time. The DDA,working with the City's finance department and the financial advisor, sought private placement
with a local bank. Private placement was the method recommended by James Capital Advisors over other options
such as syndication of bonds on the bond trading market. It was anticipated that only local banks familiar with of the
August 17, 2010 -2- ITEM 8
DDA's mission and a willingness to understand and work with the complex mechanics of Senate Bill 170 tax increment
base adjustment and share-back requirements would be interested in purchasing the 2010 Subordinate Tax Increment
Revenue Bonds. The DDA was able to secure favorable terms for bond debt financing with Great Western Bank. A
second offer from another local bank was also considered. It was determined that the offer from Great Western was
the most advantageous to the DDA, given the DDA's need to remain sensitive to project owner expectations and
commitments to their lending partners.
There is an additional complexity in this issuance. By determination of Sherman & Howard L.L.C., bond counsel for
the City of Fort Collins and the DDA, the DDA bonds will have two(2)classifications—taxable and tax-exempt, each
having its own interest rate. The tax-exempt bonds may only be used to fund capital projects.
Using conservative projections of future tax increment revenue, DDA staff and the DDA budget/finance committee
have determined this debt can be serviced over a 10-year term with property tax revenues paid into the tax increment
fund in accordance with the amended DDA statute.
,The Bonds
DDA staff has estimated the debt payments on the $14,000,000 with interest payments occurring on a semi-annual
basis,beginning in June 2011 and annual principal payments beginning in December 2012. The debt service schedule
calls for the final payments for the bonds to occur in 2020.
Sources
Bond Proceeds $14,000,000
Total Sources $14,000,000
Uses
Open Project Commitments $ 9,355,855
Unappropriated Bond Project Account 1,644,145
Debt Service Reserve Fund 1,400,000
Origination Fee 61,800
Cost of Issuance 60,000
Bond Counsel and Financial Advisor 60,000
Contingency 1,418,200
Total Uses $14,000,000
The sources and uses of the funds are estimates and are subject to change until the issuance and sale of the bonds.
Final amounts, rates and costs will be determined after the private placement has been completed.
Open Project Commitments include projects and programs that the DDA Board has taken formal action to approve
commitment of funds.
Unappropriated Bond Project Account includes projects and programs, consistent with the DDA mission that still
require formal DDA Board and City Council action before the funds can be expended. The reason these placeholder
items are included in the 2010 Bond Issuance is because they represent future obligations such as annual
maintenance of the downtown enhanced alleys, continuation of annual programs such as the holiday lights and the
ice rink, and utilities and maintenance of the East Vine Drive warehouse. All proceeds in this account will be brought
to the DDA Board and the City Council for appropriation within the next year.
FINANCIAL/ ECONOMIC IMPACTS
The Fort Collins Downtown Development Authority is requesting approval to issue taxable and tax-exempt Tax
Increment Revenue Bonds, in the maximum aggregate amount of$14,000,000. Over the ensuing years, the taxable
projects receiving the benefit through the capital improvements will repay the value of the investment by the DDA
through increased tax increment.
The DDA debt service fund is projected to have sufficient revenue to meet all required debt service payments for 2011
through 2020.
Q
August 17, 2010 -3- ITEM 8
STAFF RECOMMENDATION
Staff recommends adoption of both Ordinances on First Reading.
BOARD / COMMISSION RECOMMENDATION
Staff presented the DDA 2010 bond series information to the Council Finance Committee at its July 19,2010 meeting.
The City Council Finance Committee was supportive of the DDA moving forward. Staff presented the DDA 2010 bond
series information to the DDA Board on August 12, 2010 and the Board was supportive of issuance of the bonds. A
resolution was passed by the DDA Board recommending that City Council authorize the issuance of the 2010 Bond
Series and appropriate the bond proceeds for existing commitments, closing costs, and project management fees.
ATTACHMENTS
1. Fort Collins Downtown Development Authority Board Resolution 2010-05
2. Draft City of Fort Collins: Council Audit and Finance Committee Minutes, July 19, 2010
3. DDA Minutes (April 8, 2010) Supporting Art in Action: Old Town Square
4. DDA Minutes (December 10, 2009) Supporting Beet Street—4th Year Funding
5. DDA Minutes (May 13, 2010) Supporting Brendle Group
6. DDA Minutes (February 11, 2010) Supporting City Drug Building
7. DDA Minutes (June 5, 2008) Supporting Downtown River District Improvements
8. DDA Minutes (March 12, 2009) Supporting Flats at the Oval
9. DDA Minutes (February 12, 2009) Supporting Fort Collins Brewery
10. DDA Minutes (November 12, 2009) Supporting Funding of Downtown Police Officer
11. DDA Minutes (June 11, 2009) Supporting Holiday Lights 2010-2011
12. DDA Minutes (November 12, 2009) Supporting Holiday Lights 2010-2012: City's Portion
13. DDA Minutes (December 10, 2009) Supporting Lincoln Center Acoustical Upgrades
14. DDA Minutes (April 9, 2009) Supporting Lincoln Center Intergovernmental Agreement
15. DDA Minutes (March 12, 2009) Supporting Odell Brewery Expansion
16. DDA Memorandum (April 1, 2009) Supporting Old Town Square Ice Rink 2009-2012
17. DDA Minutes (March 12, 2009) Supporting Old Town Square Video Camera Project
18. DDA Minutes (October 8, 2009) Supporting OtterBox
19. DDA Minutes (January 14, 2010) Supporting Snooze
ATTACHMENT 1
RESOLUTION 2010-05
OF THE BOARD OF DIRECTORS OF THE FORT COLLINS, COLORADO DOWNTOWN
DEVELOPMENT AUTHORITY RECOMMENDING TO THE FORT COLLINS,
COLORADO CITY COUNCIL THE ISSUANCE OF UP TO FOURTEEN MILLION
(14,000,000.00) DOLLARS IN DOWNTOWN DEVELOPMENT AUTHORITY TAX
INCREMENT BONDS AND THE APPROPRIATION OF THE PROCEEDS FROM THE
SALE OF THOSE BONDS INTO THE TAX INCREMENT FUND FOR EXPENDITURE ON
CERTAIN PROJECTS AND PROGRAMS IN ACCORDANCE WITH THE DOWNTOWN
DEVELOPMENT AUTHORITY PLAN OF DEVELOPMENT, THE DOWNTOWN PLAN,
AND THE DOWNTOWN STRATEGIC PLAN
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 City of Fort Collins, Colorado, Downtown Development Authority(the
"Authority") is a duly organized and existing downtown development authority under the
Constitution and laws of the State of Colorado, including, particularly, Title 31, Article 25, Part
8, Colorado Revised Statutes, as amended; 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, on November 7, 2006, an election was held and electors approved the
issuance by the City of up to $150,000,000 in tax increment obligations to finance the costs of
development projects of the Downtown Development Authority; and
WHEREAS, the Board of Directors of the Downtown Development Authority has
determined that the following projects and programs are in accordance with the Council-adopted
Downtown Plan of Development, the Downtown Plan,and the Downtown Strategic Plan and has
authorized the expenditure of funds to further said projects and programs:
EXISTING COMMITMENTS:
Art in Action: Old Town Square—2010-- $66,700
Beet Street—4th Year Funding-- $500,000
Brendle Group—Tax Increment Investment--Up to$108,000
City Drug Building—Tax Increment Investment--Up to$100,000
Downtown River District Improvements—Grant- City of Fort Collins--$500,000
Flats at the Oval—Tax Increment Investment--Up to $1,148,781
Fort Collins Brewery—Tax Increment Investment--Up to$539,918
Funding of Downtown Police Officer: 2010 &2011 —Grant- City of Fort Collins--$226,545
Holiday Lights 2010-2011 -- $35,000
Holiday Lights 2010-2011 &2011-2012- City's Portion-- $60,000
Lincoln Center Acoustical Upgrades—Grant- City of Fort Collins-- $621,855
1
I
Lincoln Center Intergovernmental Agreement—Grant-City of Fort Collins--Up to$165,827
Odell Brewing Expansion—Tax Increment Investment--$378,142
Old Town Square Iee Rink 2009-2012--Up to $120,000
Old Town Square Video Camera Project--Up to.$10,000
OtterBox—Tax Increment Investment--Up to $1,500,000
Snooze—Tax increment Investment--Up to $34,610
Project Management Fees--Estimated at$378,156
Miscellaneous --Estimated at$1,248,237
UNAPPROPRIATED BOND PROJECT ACCOUNT
2010 Alley Enhancement Project—Maintenance-- Estimated at$154,145
Art in Action: Old Town Square-2011 --Estimated at$50,000
DDA Parking Lot—Elks Facility--Estimated at$65,000
DDA Warehouse(Backstage)Utilities and Maintenance Costs--Estimated at$120,000
Future Funding: Beet Street—2011 and 2012--Up to$1,000,000
Holiday Lights 2011-2012--Estimated at$35,000
Old Town Square Preconstruction Activities--Estimated at$220,000
REBONDING OF OPEN COMMITMENTS
Penny Flats-- $252,085
Kayak course--$2,000
Mason Corridor--$600,000
River District Improvements -- $500,000
Fort ZED -- $250,000
Coca-Cola Sign Restoration-- $10,000
OTHER
Debt Service Reserve Fund--$1,400,000
Origination Fee--$61,800
Cost of Issuance--$60,000
Bond Counsel and Financial Advisor--Estimated at 60,000
Contingency--$1,418,200
WHEREAS, the Board of Directors of the Authority(the "Board") will consult with the
City Council (the "Council') of the City of Fort Collins, Colorado (the "City") and will
recommend and request that the City issue its "City of Fort Collins, Colorado, Downtown
Development Authority Taxable Tax Increment Revenue Bonds, Series 2010A" (the "2010A
Bonds")and its"City of Fort Collins, Colorado,Downtown Development Authority Tax-Exempt
Tax Increment Revenue Bonds, Series 201013" (the "2010B. Bonds", and together with the
2010A Bonds, the "Bonds") in a .combined aggregate principal amount not to exceed
$14,000,000 to be used, with other legally available moneys, for a variety of projects authorized
in the Plan of Development as approved by the City in Resolution 81-129, and amended); and
WHEREAS, there has been filed with the Secretary to the Board a substantially final
draft of the bond ordinance to be adopted by the Council to authorize the issuance of the Bonds
(the "Bond Ordinance") and the bond purchase agreement to be authorized by the Bond
2
Ordinance (the "Bond Purchase Agreement') which are attached hereto, respectively, as Exhibit
A and Exhibit B; and
WHEREAS, no member or employee of the Board has any specific financial interest in
the project authorized by the Bond Ordinance (the "Project') except to the extent that any such
conflict of interest has been disclosed to the Board and such person has refrained from taking
official action thereon pursuant to Section 31-25-819, Colorado Revised Statutes.
NOW,THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CITY OF FORT COLLINS, COLORADO, DOWNTOWN DEVELOPMENT
AUTHORITY,AND STATE OF COLORADO:
Section 1. Ratification. All action heretofore taken (not inconsistent with the
provisions of this Resolution) by the Council, the Board, or the officers of the Authority or the
City, directed toward the Project and toward the sale and issuance of the Bonds for such purpose,
be,and the same hereby is,ratified, approved and confirmed.
Section 2. Approval of Bond Ordinance and Bonds. The Bond Ordinance
and Bond Purchase Agreement are hereby approved in substantially the forms attached hereto as
Exhibit A and Exhibit B, and the issuance of the Bonds by the City is hereby approved on
substantially the terms and conditions provided in the Bond Ordinance; provided, however, the
aggregate principal amount of and interest rates on the Bonds shall not exceed the parameters
described in the Bond Ordinance attached hereto as Exhibit A.
Section 3. Authorization to Officers. The Chair of the Board and the officers
of the Authority and the City are hereby authorized and directed to take all action necessary or
appropriate to effectuate the provisions of the Bond Ordinance and this Resolution.
Section 4. Tax Covenant. The Authority hereby covenants for the benefit of
the City and the owners of the 2010B Bonds that it will not take any action or omit to take any
action with respect to the 2010B Bonds,the proceeds of the 2010B Bonds,any other funds of the
Authority or the facilities financed with the proceeds of the 2010B Bonds if such action or
omission (i) would cause the interest on the 2010B Bonds to lose its exclusion from gross
income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986
(the "Code"), as in effect on the date of delivery of the 2010B Bonds, (ii) would cause the
interest.on the 2010B Bonds to lose its exclusion from alternative minimum taxable income as
defined in Section 55(b)(2) of the Code, or(iii)would cause interest on the 2010B Bonds to lose
its exclusion from Colorado taxable income or Colorado alternative minimum taxable income
under present Colorado law. The foregoing covenant shall remain in full force and effect
notwithstanding the payment in full or defeasance of the 2010B Bonds until the date on which all
obligations of the Authority in fulfilling the above covenant under the Code and Colorado law
have been met.
Section 5. Use of Proceeds. The Board acknowledges that use of 2010B
Bond proceeds in ways prohibited by the Code can cause the 2010B Bonds to be taxable,
retroactive to the date of issuance of the 2010B Bonds. Accordingly, the Board hereby agrees
that it will consult with Bond Counsel if it materially changes the use of 2010B Bond proceeds
3
from what has been communicated to Bond Counsel in connection with the issuance of the
2010B Bonds or otherwise contemplates using the 2010B Bond proceeds in a manner that could
potentially cause the 2010B Bonds to become taxable.
Section 6. Direction to Officers. The officers and agents of the Authority
shall be, and they hereby are, authorized and directed to take all action necessary or appropriate
to effectuate the provisions of this Resolution, the Bond Ordinance and the Bond Purchase
Agreement, including without limiting the generality of the foregoing, the execution of any
certificate or certificates relating to the Bonds. To the extent the City has covenanted in the
Bond Ordinance or the Bond Purchase Agreement to perform or cause the Authority to perform
certain responsibilities, the Authority shall fully cooperate with the performance of such
responsibilities. The Authority also agrees to comply with its obligation to pay fees and
expenses associated with the Bonds, as set forth in the Bond Ordinance and Bond Purchase
Agreement,
Section 7. Contract with Bond Owners. After any of the Bonds have been
issued, this Resolution shall constitute a contract between the Authority and the owners of the
Bonds and shall be and remain hrepealable until the Bonds and the interest thereon shall have
been fully paid,satisfied and discharged.
Section S. Severability. If any section, paragraph, clause or provision of this
Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Resolution.
Section 9. Repealer. All acts and resolutions in conflict with this Resolution
are hereby rescinded, annulled and repealed. This repealer shall not be construed to revive any
act or resolution,or part thereof,heretofore repealed.
ADOPTED AND APPROVED this August 12,2010.
Chair
ATTEST;
Bill Sears, Secretary
4
ATTACHMENT
I
I
��� �� 215 N.Mason Administration
215 N.Mason
20'Floor
PO Box 580
F6rt ' D Unb Fort Collins,CO 80522
970.221.6788
h 970.221.6782-fax
fcgov.com
DRAFT
Council Audit & Finance Committee
Minutes
7/19/10
10:30 a.m. - 12:00 p.m.
Council Attendees: Mayor Doug Hutchinson, Mayor Pro Tern Kelly
Ohlson, Ben Manvel
City Staff Attendees: Darin Atteberry, John Voss, Mike Freeman, Tom
Vosburg, Heather Shepherd, Mindy Pfleiger
Others: Jim Manire from James Capital, Sarah Bohnsack
from Mcgladrey Et Pullen, Matt Robenalt Et Kathy
Cardona from the DDA, John Knezovich, David May
from Chamber of Commerce
Approval of the Minutes from the May 17, 2010 Meeting
Ben Marvel moved to approve the minutes and Kelly Ohlson seconded the motion. Minutes
were approved unanimously.
2009 Audit Report
Sarah Bohnsack from the audit firm of McGladrey ix Pullen reviewed the 2009 financial report
summary, which compares Fort Collins with other benchmark Cities.
Ben Marvel asked what 'uncorrected misstatements' are. Sarah said they are for the purpose
of determining whether theses statements will have significant impact to net equity, and the
ones currently listed here won't have any effect.
Kelly Ohlson asked Sarah what the key points to this summary are, in her opinion.
1. Fort Collins is very similar in revenue to other Cities in that sales tax revenue is declining.
2. Fort Collins has been taking advantage of stimulus grants, which is good.
DDA Bond Sale
This information is intended to advise the Council Finance Committee of the Fort Coltins
Downtown Development Authority's decision to seek a 2010 Bond Series of taxable and tax
exempt Tax Increment Revenue Bonds.
Dates:
City Council Finance Committee Meeting: July 19, 2010
i
City of i
Fort Collins
Proposed:
Downtown Development Authority Board Meeting: August 12, 2010
City Council Meetings: August 17, and September 7, 2010
The accompanying print presentation available as an electronic download on the DDA
website: August 12, 2010
Terms offered by Great Western Bank.
Subject to change per final negotiation and determination of project tax status as determined
by City/DDA bond counsel.
Amount: up to $12,500,000
Debt Service Term: 10 Yr
Current Interest Rate: Tax exempt = 4.3%
Taxable = 6.375%
Rate/Pricing: agreed to cap at 10% (6.6% tax exempt)
Repayment: interest payment due 3/1, principal and interest due 9/1
Examples of how a TIF helps:
- To date, more than 50 facades have received high-quality facelifts
- Investments in public-private projects has created RO1 that provides necessary funding for
publicly owned projects that do not directly generate tax increment.
How Would this Impact Future TIF Revenues
* Beginning in the tax-year 20111 the DDA's tax increment revenues will be
reduced by approximately 58%.
• Decreased TIF revenues will reduce DDA's annual cash flow capacity to support
payment of bond debt.
* Bonding is the DDA's primary form of financing projects and programs approved
by the Board of Directors and authorized by the City Council.
Matt Robenalt asked if there is any additional specific direction this Committee has for the
DDA, and if the current dates proposed seem acceptable?
Doug Hutchinson said when this topic is presented to City Council, he recommends being very
specific regarding what projects this will apply to.
Other Business
The McGladrey Pullen contract was renewed for another year of their five year contract.
I
�. i
Attachment 3
DDA Minutes
April 8,2010
pg.4
Changes are being made to the proposed regulations as public feedback is received and some areas o
concern outlined in the board packet have been removed. Lucia Liley outlined four remainin of
concern from a downtown perspective. First,the language regarding telecommunicatio cry broad. It
prohibits telephone lines,cable,fiber and cell towers from crossing or being burie a flaodplain.
Secondly,the regulations require mapping of 500 year secondary floodpla' it is not known how to do
this,with the result that there is no way to tell what this would look 1' he third area of concern is the
expansion of the definition of critical facility. Finally,Ms.LjjWeSecl that the hazardous material section
is very confusing and could have an impact on the three cries in the DDA district as well as other
manufacturing.
Another issue is that the proposed re ons keep changing and the channels for communicating those
changes have not been clear. Fu r,more questions arise with each revision and there is no time for
thoughtful review. Board ssion revolved around what steps the DDA board and staff should take in
the process. Ms.Li sponded that they needed time to process,understand the language,and respond to
things that ne ely impact downtown. Darin Atteberr felt it would be good for the DDA to share their
concerns i Council and invited Ms.Liley and Mr.Robenalt to the next Legislative Review Committee
n g. Patty Spencer thanked Rich Shannon for bringing the issue to the attention of the Board at the last
meeting.
ART IN ACTION 2010
Anne Aspen introduced some of the work of this year's artist Jim Lynxwiler. Mr.Lynxwiler created
bronze sculptures that have won local,regional and national awards. He has the ability to cast at least part
of the process on site and will have a display that demonstrates each step in the sculpturing process,The
Art in Action committee felt he demonstrated professionalism and will be a great spokesperson for
downtown as he engages with audiences in Old Town Square this summer. A discussion of the Art in
Action process and the place of public art followed. A budget and concept will be presented for approval at
the May meeting of the Board of Directors.
EXECUTIVE SESSION
Moved by Mr.Wolfe,seconded by Ms.Bramhall: To move to Executive Session to receiv I
advice on contract negotiation. This Executive Session for the purpose stated is aut ed pursuant
to CRS 24-6-402(4)(1)(1). The motion passed unanimously.
Moved by Mr.Wolfe,seconded by Mr.Zamow to move from Exec Session back to Regular
Session. The motion passed.unanimously.
LEGISLATIVE AMENDMENT
The Board authorized the Executive Director to e a legislative amendment to cure a potential conflict
between the School Finance Act and Down Development Authority SB 1.70 amendment.
OTHER BUSINESS
Arts Initiatives: Executive ector Matt Robenalt will be participating hr a conference panel on the
integration of public a ' owntown places. He noted that there has been some nationwide media
coverage of the F ollins'DDA investment in the arts,
ADJO
Th Bing no further business the meeting adjourned at 10:45 a.m.
C.
William ears, Secretary
Attachment 4
DDA Minutes
December 10,2009
pg.3
Mr.Sutton explained the specifies of the financing request,explaining that Lincoln Center staff
reduced the original projected expenses from$953,000 to$646,000,while still maintahrin quality and
adequacy of product contained in the original estimates. Besides the$541,000 request or the
Performance Hall,the Lincoln Center also requested$81,000 for improvements to ini Theater and
$25,000 for a new sound system for the Canyon West Room.
Jack Wolfe stated that he felt these improvements would not be possibl thout DDA assistance and in
light of the fact that this is a thirty year investment in the facility an new performing arts facility will not
be constructed in the near future,this was critical for Beet Street d local art groups. He added that he felt
that an investment in the Mini Theater should be considered the Board.
The Board discussed the impact this type of investme vould have on the DDA's ability to fund future
project requests. Future bonding was also discuss t was also noted that the DDA would not be funding
the rent and technical fees for non-profits dur' a period that the Lincoln Center is closed for
renovations. This amounts to approximate) 40,000 and Mr.Robenalt noted that staff had not made a .
recommendation of what to do with thos nspent funds.
Moved by Mr.Wolfe,seconded Mr.Sears:To approve funding for up to$540,855 for Lincoln
Center Performance Hall u ades and up to$81,000 for improvements to the Mini Theater for a
total of up to$621'855,a recommends approval for the Chair to enter into an intergovernmental
agreement with the Cl of Fort Collins.The motion passed unanimously.
BOARD VOLU ER REQUEST
DDA staff re ted a Board volunteer to serve on a team to provide oversight for the community
marketplac onsultant team. The consultant services will include a project concept SWAT,site
assessm ,consumer analysis,models of tenant mixes,financial forecasting and assistance in developing a
busin plan. An RFP has been issued and proposals are due December 10,2009. Interviews will be held
_ o nuary 5,2010 with the estimated completion of services by May 31,2010. Ellen Ziaell offered to
rve but was unable to attend the January Su'interviews.Wynne Odell volunteered to serve on the
oversight committee.
BEET STREET BUDGET
Ryan Keiffer presented the Beet Street budget for approval, Mr.Keiffer first spoke of the strategic
assumptions used in formulating the new Beet Street strategy and budget. Ile explained that Beet Street's
goal is to create world class experiences in Fort Collins through building effective local partnerships,
enhancing local cultural offerings,adding to the economic vitality of downtown and developing Fort
Collins as a regional and national arts destination. He envisions Beet Street to have three key roles:
programming,economic development and development of cultural facilities. Mr.Keiffer presented many
examples of how to fulfill each of these roles.
Mr.Keiffer noted that the draft budget packet also included multi-year financial projections and September
2009 year-to-date financials. The 2010 request to the DDA is$500,000 while relying on approximately
$530,000 in reserves from previous years if needed. The current Beet Street philosophy is to do more with
less.
Board members expressed appreciation for the adaptability and strategic'thinking of Beet Street staff. In
response to a question regarding whether Beet Street would need to tap reserves in the current year,Mr.
Keiffer responded that use of some of the reserves would be necessary.
Moved by Mr.Wolfe,seconded by Mr.Sears:To approve the Beet Street budget and funding request
in the amount of$500,000, The motion passed unanimously.
Attachment 5
DDA Minutes
May 13,2010
pg.3
maintenance of Old Town Square and the alley enhancement project among other contributions. He feels
is important for both the City and the DDA to have predictability in the budget and an agreement wo
help both entitities. Darin Atteberry added that it would also ensure that"scope creep"does no ur.
Sales Tax Report: Chuck Seest presented the report on City sales tax collections for 2010 which
reflect retail sales occurring in March 2010.He noted that the numbers for the DD nstrict are still heavily
impacted by the weak performance of the big.box stores in the Mulberry area owntown is up by 5%if
that area is pulled out of the statistics. The downtown hotel and food sat ontinue to be strong. Mr.Seest
noted that they expect the numbers to continue to improve,but that t e is a long way to go to reach
sustainable levels.
CONSENT AGENDA
Alley Enhancement IGA—Old Firehouse&N ezuma Fuller Alleys: The Board was asked to
approve Resolution 2010-3 approving that t A and the City of Fort Collins enter into an agreement on
the alley enhancement project. This int vernmental agreement provides for co-project management
roles,maintenance obligations,con ction contract and payment provisions and other points of agreement
between the DDA and the City the renovation of Montezuma Fuller Alley and Old Firehouse Alley.
Alley Enhancement P ect—Temporary Construction Easement—Elks: The Board was asked to
approve Resolutio 10-2 authorizing the grant to the City of a temporary construction easement for
improvements a Montezuma Fuller Alley. This will allow the Elks property to be used as a
constructio aging area.
Mo by William Sears,seconded by David Zamzow: To approve the Consent Agenda as
ented. The motion passed unanimously.
212 NEST MULBERRY—FUNDING PROPOSAL
Anne Aspen introduced the funding request for 212 West Mulberry,which.will house the Brendle Group,
noting that the Board had not requested any design changes at the design review last month. The Brendle
Group has added a green building grant request to their proposal. They are requesting a tax increment
investment in the amount of$108,000 and a green building grant in the amount of$50,000. Staff
determined that there is S 115,414 in supportable tax increment available for this project.Eligible project
expenses for the fagade improvements are$161,324 according to estimates provided by the contractor and
the total project value is$983,820 according to the real property valuation provided by the Larimer County
Assessor.
In her presentation,Judy Dorsey of the Brendle Group noted that they are seeking to go beyond LEED
certification in their sustainable practices while honoring the original design of the building. They will use
a mix of technologies and will showcase different applications of solar technologies. The facility will be
used not only as their headquarters, but also as a demonstration project and educational model.
Several Board members expressed interest in a tour of the completed facility. A discussion of how to
present project completion information was also discussed,with the suggestion of having before and after
pictures of projects and a recap of how the investment was spent and whether a project used more or less of
the projected percentage of increment.
Moved by Kelly Ohlson,seconded by Jenny Bramhall: To approve funding in the amount of
$108,000 for a tax increment investment and$50,000 for a green building grant for a total of up to
$158,000 and authorize the Board Chair tb enter into an agreement for the south,west,and north
facing facades,contingent upon the owner submission of all DDA requirements for project
reimbursement,including actual cost accounting documentation,certificate of liability insurance,
and grant of fapde easements by the owner. The motion passed unanimously.
Attachment 6
DDA Minutes
February 11,2010
pg.4
Moved by Mr.Sears,seconded by Mr.Zamzow:. To approve Resolutlon 2010-01 reco to
the Fort Collins Cit Council t me u e the properties at
an out Mason Street. The motion passed unanimously.
101-105 SOUTH COLLEGE AVENUE—TAX INCREMENT INVESTMENT PROPOSAL
Anne Aspen introduced property owner Les Kaplan who presented a request for a tax increment investment
in the amount of$100,000 for his property at 101-105 South College Avenue located at the southwest
comer of College and Mountain Avenues, Ms.Aspen explained that the building had received previous
DDA investment but none of the previous improvements will be affected by the current proposal.
Mr.Kaplan stated that the remodel has a three-fold purpose. That purpose is to restore the windows and
storefront;repair and preserve the existing structure;and support use of the building by a high quality
tenant. He hopes to accomplish this by bringing the design into this decade,introducing color and patios
thus enlivening this key downtown corner. The proposed design includes restoration of elements included
in the 1937 art modem style. The limestone and granite fagade panels will be cleaned and tuck pointed to
restore their original look and luster. Recessed windows on the front fagade will be brought forward and
replaced;windows on the Mountain Avenue fagade will be re-installed. Rigid-frame awnings will cover
the windows. The ground floor tenant will be Ingredient Restaurant,a Kansas-based enterprise that
features high quality sandwiches and salads. Patios are planned for both the College and Mountain facades,
the only added features that are tenant specific.
Mr.Kaplan also presented a detailed and informative history of the building. The location originally
housed a tobacco and tailor shop in 1886 and a few years later a grocery and hardware store was built on
the corner. Past uses have included Poudre Valley National Bank and,most recently,City Drug.
One of the restored elements will be the return of the vertical flagpole on the front of the building. Board
members discussed whether the DDA could and should pay for the flag which was included in the cost
estimates. The conclusion was that the flag should not be included in reimbursable expenses.
Moved by Ms.Odell,seconded by Mr.Callahan: To approve funding up to$100,000 and authorize
the Board Chair to enter into an agreement for the east and north facing facades,contingent upon
owner submission of all DDA requirements for project reimbursement,including actual cost
} accounting documentation,certificate of liability insurance,and grant of fagade easements by the
owner. The motion passed unanimously.
OTHER BUSINESS
No other business was discussed.
AD
ere being no further business the meeting adjourned at 10:17 a.m.
'i
David'ZamziN�v, to at a retary
Attachment 7
DDA Minutes
June 5,2008
Page 3
RIVER INFRASTRUCTURE PLAi
Kathleen Bracke,John Sayer and Bruce Hendee presented the final draft of the Downtown River District
Improvement Project Plan. The document includes a summary of the project process,an infrastructure
needs assessment,preferred design alternatives,and a phasing and implementation strategy. The plan has
received a recommendation for City Council approval from both the Planning and Zoning Board and the
Transportation Advisory Board. Staff recommended the Board take two actions on this matter. First the
Board was asked to accept the plan and recommend Council approval of the final draft. Second,the Board
was asked to appropriate funds,which had been budgeted but not appropriated or allocated,in the amount
of$1,500,000 for the design,administration and construction of improvements on Linden Street,a Willow
and Linden roundabout,and a roundabout at Jefferson Street and Mountain Avenue,which is to be
leveraged with the City's CMAQ grant and in collaboration with CDOT and the North Front Range MPO.
About one-third of the funds would be used at each of the three locations. (Kathay Rennels left the meeting
before the vote on this matter)
Moved by Mr.Sears,seconded by Mr.Keiffer•: To approve the River District Platt as accepted and
recommend City Council approval. The motion passed unanimously.
Moved by Mr.Keiffer,seconded by Mr.Brelig: To approve the appropriation of$1,500,000 to be
allocated to the River District Plan as presented. The motion passed unanimously.
COMMUNITY MARKET PROJECT—WALLACE, CENTER GRANT
The Community Market project planning team is seeking a local'cash match for a Wallace C grant
application. The grant would provide funds to conduct a feasibility study and public inv went process
to examine the agricultural production and distribution system in Northem Colorad a total project
budget is$85,000. The grant request is$30,000. A local$10,000 in kind contr' ion has been given by
the Local Living Economy Project: Staff requests a commitment from the d in the amount of$30,000
as a local cash match in anticipation of the project team using the DDA itment as seed to acquire an
additional$15,000 in local.contributions.
Moved by Mr.Ohison,seconded by Mr.Sears: To approve sh match to the amount of$30,000
for the Wallace Center grant for the community market Jett to look at the producer network
system and authorize the DDA to enter into an IGA t ansfer the funds to the City for
administration of funds. The motion passed unan' usly.
HOTEL
There will be a joint work session with Cit ouncil on July 22❑d. There is a tentative financial agreement
that will have to be approved.
AMPHITHEATER SITE SE TION PROCESS
HOK Venues was present to plain the site selection process and ask for Board recommendation of a site
for the amphitheater to C' Coumcil. Susan Sieger of Crossroads Consulting first spoke about the
economic feasibility o downtown amphitheater and the factors that will have an impact,both positive
and negative. She o discussed possible operating structure. Ms.Sieger noted that the next steps are to
refine the progr estimate the utilization,project revenues and expenses,outline the economic and fiscal
benefits,pre e a funding analysis,and summarize those findings.
David esel and Tom Williams of HOK discussed the site selection process and how they arrived at the
top ations. The Justice Center site came out fist overall but Chestnut Street and Poudre Valley
C amery sites also had high ratings. Many factors were considered including access to public
ansportation,accessibility,current ownership,proximity to parking and residential buildings andvisibility.
Attachment 8
DDA Minutes
March 12,2009
pg.3
rail in the middle of town would drastically change the character of downtown. Ryan Keiffer noted that the
second plan gives Fort Collins a better link to DIA.
Old Town Square Security Enhancement: Officer Matt Johnson of the Fort Collins Police rtment
has proposed placing video surveillance cameras in Old Town Square. The purpose is n y to deter
vandalism and criminal behavior,but also for use as a promotional tool for.the Squ a footage would
be hosted by the Downtown Business Association website. Staff feels that of urposes could be served
by the cameras: a webeam could become a landmark for visitors;comp members could see what is
happening in the area before leaving home;footage could be used culpatory evidence for someone
erroneously suspected of criminal activity. Legal staff will e e any legal issues and a refined proposal
will be brought to the Executive Committee.
Petitions for Inclusion—South Howes Sfr rea: The DDA has received petitions for inclusion from
seven property owners in the SouthHo area of downtown. Mr.Robenalt explained that the approval of
these requests is important becau would extend the DDA boundary to Colorado State University at the .
prominent north end of the which would allow the DDA to provide tax increment funds to the area
which could help ensu gher level of design and help the economic viability of future development. It
is also consistent objectives and purposes outlined in the DDA Plan of Development.
Moved by elffer,seconded by Ms.Zibell: To approve Resolution 2009-03 recommending to the
Fort C s City Council that the boundaries of the DDA be amended to include the seven properties
in ' in the petition for inclusion,contingent of approval of the final documents from CSURF and.
e CSU Board of Governors: the motion passed unanimously.
Flats at the Oval: This project has been through the design review process with the Board and suggested
changes have been incorporated into the final design. Board members appreciated the way the process
worked and that concerns were addressed. It was agreed that the design is very pleasing and appropriate to
an important gateway to CSU. The owners are requesting S1,148,781 in tax increment financing for both
faeade and public right-of-way improvements. While the finding request is above what can be supported
by the tax increment generated,staff recommends a commitment to a higher level of funding in order to
achieve important goals for downtown and the community that may not be achieved without DDA support.
Moved by Mr.Keiffer,seconded by Mr.Callahan: To approve up to$212,572 for public
improvements in the right-of-way and up to$936,209 for facade improvements on Howes Street and
Laurel Avenue for a total of$1,148,781,pending the approval of the boundary amendment by City
Council: the motion passed unanimously.
Ellis Lease Amendment: The DDA and Elks legal counsels have completed a draft amendment t
lease agreement which allows the Elks will occupy the building until June I,2009,or earlier' y provide
the DDA with 10 days written notice of their desire to vacate the building. The amen also adds
additional detail regarding the removal of property from the building. It includ echanism for the
DDA to provide 180 days advance notice of building deconshtrction and fishes a salvage period that
allows the Elks to make arrangements for removal of items for chari donation.
Moved by Mr.Zamzow,seconded by Mr.Sears: To appro amendment to the Elks lease
agreement and authorize the Board chairperson to si a amendment: the motion passed
unanimously.
Odell Brewing Expansion: (Board me s George Brelig and Wynne Odell recvrsed themselves for this
discussion.) Odell Brewing Com ans to double its physical plant,improve traffic access,expand off
street parking,enlarge the to m,and upgrade site landscaping. Construction is scheduled to begin in
spring 2009. An early' regarding driveway alignment has been resolved. Staff has determined that
eligible expense $697,233. The estimated TIF generated is$1,253,000. In addition the owners have
requested a itional$460,000 for costs associated with the City,
wastewater plan investment fee,
which' of an expense covered by DDA investment. With4he encouragement of the Board at their design
r v,they have also applied for a Green Building Grant in the amount of$50,000 which will be used to
nstall a photovoltaic system.
�1
DDA Meeting
February 12,2009 Attachment 9
I
Fort Collins Brewery: Fort Collins Brewery is requesting$605,589 in tax increment financing for both
fagade and public right-of-way improvements. In response to comments made during design review during
the January Board meeting,the Brewery has made some design changes,particularly to the Lemay Avenue
fagade. Construction is scheduled to begin in spring 2009, The project commitment worksheet,which is
new to the packet and demonstrates how staff arrives at a recommendation,determines that there is
$1,322,583 in supportable tax increment for this project. According to project estimates there is$539,918
in eligible expenses,with total project value$3,476 246. Because of the quality of the project,staff
g• P p j q tY p j ,
recommended funding above the typical 10%of project cost.
The Board expressed approval of the design and appreciation of the response to design recommendations. It
was felt that it will be a great addition to a highly visible intersection and will provide jobs to the area.
Moved by Ms.Spencer,seconded by Mr.Zamzow: To approve the commitment of up to$324,525
for public improvements in the right-of way and up to$215,393 for fagade improvements on the
Lincoln and Lemay Avenue facades for a total of up to$539,918:the motion passed unanimously.
Mountain View Community Church:Mountain View Community Church is requesting fundin&jpr
fagade and public improvements associated with construction of a new church at 1025 Buckin Street,
at the comer of Buckingham Street and Ninth(Lemay). They are seeking$139,957 for faga
improvements and S 150,010 for public right of way improvements for a total request of$ 967. The
total project cost is estimated at$4,800,000. Because churches are tax exempt the pro' will not generate
tax increment.Staff recommends an investment of up to$119,501 for right-of-way i rovements and up to
$30,509 for right-of-way landscaping. Staff expressed some concern that the fag improvements were
set back from the street. Board members also noted that churches are an asset e downtown
community. Board discussion discussed the fagade and material use in the ns. In response to a question
about how projects are funded that do not generate TIF,it was noted that ny projects are funded at a
lower amount than TIF generated so funds are available. Because of t nature of the project and its
location,Board felt that more funding than the staff recommendatio as appropriate.
Moved by Mr.Ohlson,seconded by Mr,Sears: To approv a commitment of up to$150,010 for
public improvements In the right-of way and up to$87,4 for facade Improvements on the east side
of the property with the understanding that the proje vilt be built as presented:the motion passed
unanimously.
Art iu Public Places: Ellen Martin and Jill Stilt I of the City of Fort Collins presented an overview of
the work of Art in Public Places and discussed ays to work with DDA on an ongoing revolving art project
in Old Town Square. The sculpture"Trans d"currently housed in Old Town Square is soon to be
moved to another City property. This pr des the opportunity to host annual art creation events. Staff is
requesting the Board forn a subcomm' e of two board members to work with APP and DDA staff to
refine objectives for project and arti election process,to report back to the Board with a funding proposal
for a 2009 summer art projects,an dentify permanent homes for art. Board member discussion was
enthusiastic about the project no g the generosity of the Neenan family donation of the current sculpture
and the activity it brought to t Square. In further updates from Ms.Martin,she noted that the North
/MasPlan
e gateway project is ving forward. She also said APP would love to partner of public art for the
acks,using the ex pie of the transformer box art project as a deterrent to graffiti.
by Mr.Kei r,seconded by Mr.Zamzow: To approve the formation of a subcommittee to
ith Art i ublic Places on an Old Town Square art project:the motion passed unanimously.
e Brelig d Ellen Zibbell offered to serve as the DDA representatives on the committee.
ias Plan Conh act for Services: Russell+Mills Studios presented a proposal for fmat design
ns ction oversight services for the first three priority blocks. Such services for future alleys will be
ompetitive bid. The proposal estimates total project constructions costs at$2,883,900(excluding
allation). Design and administrative costs will be approximately$354,525 with an additional
0 in fees for survey work,a traffic study,a historic structure analysis and artists advisory fees, for a
timated cost of$408,085.
Attachment 30
DDA Minutes
November 12,2009
pg.3
b. Police Enhancement:The City Manager and the DDA Executive Director recently collaborated with
Police Services to outline a partnership proposal to create two new officer positions dedicated to the
downtol«i area during the daytime hours. The proposal calls for the City to fund one new officer and the
DDA to fund the second position for two years in 2010 and 2011. At the end of the original two year
commitment the program would be reevaluated. This proposal is presented in response to consistent
requests from the downtown business community for a greater daytime law enforcement presence. The
goal is to address concerns regarding disorderly conduct,dismount zone enforcement,loud vehicle
enforcement and a growing need to.enhance general safety in the central business district. The Downtown
Business Association Board recently passed a resolution supporting the proposal.
The DDA has been a partner in the downtown security co-op between the DDA,Museum,Library and
Transfort. Private security has been effective in discouraging negative behaviors but does not provide for
immediate enforcement of violations. Private security is also limited to the specified partner locations and I
cannot patrol downtown as a whole. Mr.Robenalt explained his recommendation that if the Board
approved partnering in the additional police presence,he would recommend ending participation in the
security co-op.
Captain Donald Vagge of Fort Collins Police Service presented an additional perspective and answered
Board questions. He noted that District One was created to address downtown issues but because of
staffing shortages was currently required to staff mainly at night to address disturbances and intoxications.
The current proposal addresses the need for daytime,uniformed foot patrols to create a visible presence and
sense of security in a community policing effort. The structural model would be similar to the school
resource officer program where an officer is assigned to a specific school and funding split between Police
Services and the school district.
Board members discussed issues of liability and whether it was within the DDA's purview to fund items
that are clearly City services,with some commenting that while citizens should step up and fund needed
City services,they could support the project for a limited time frame. Lucia Liley noted that the program
could be supported legally if it was for a relatively short period of time and showed a clear tie to other
DDA goals.Mr.Wolfe noted that while he was generally supportive of the proposal,he was concerned
with increasing City requests for funding and suggested that there needed to be an agreement with the City
outlining a base level of service to inform future decisions. Ms.Liley stated that a memorandum of
understanding may be appropriate to address the base level of services.
In response to Board member concerns over what happens after two years,Mr.Attebeny responded that it
was important for Police Services to keep good data to be able to tell the story in two years. He further
stated that there were no assumptions in the City budget regarding a continuance of the project beyond two
years.
Moved by Mr.Zamzow,seconded by Mr.Sears:To approve funding of a partnership with Police
Services in the amount of up to$125,357 for 2010 and$101,188 for 2011 subject to an appropriate
intergovernmental agreement being negotiated. The motion passed unanimously.
Attachment 11
-DDA Minutes
June It,2009
pg.2
Alley Project: Anne Aspen reported that the outreach meetings have been completed and the sche
designs for Montezuma Fuller Alley have begun.
Downtown Hotel:DDA and City staffs met with five local groups interested in develop' downtown
hotel. Two more meetings are scheduled for June 12ei. Staff feels it is important to ' consultants to
create an advisory team from the Hospitality industry to assist in the developnte prequalification
criteria;formulating a hotel brand profile;developing a statement of public icipation;provide assistance
with screening and selecting a development team;and provide advice g negotiations. An RFQ
process should be in place by the end of July.
Elks Building: Staff is coordinating with Stewart Bnvironme to conduct the more detailed and
necessary invasive survey work. in addition,staff is resea g best practices in deconstruction and has
established maintenance and security systems for the ing.
REGULAR UPDATES
151 South College: Jack Wolfe asked D Atteberry and Matt Robenalt about discussions with the
building tenants and the delay in actin the 151 S.College Avenue facade grant request. Mr.Robenalt
reported that the owner will not b rsuing the grant for the front facade at this time as the delay in
fitnding caused fmancing and ' mg issues. Mr.Wolfe expressed regret over the lost opportunity to
improve the facade. Beca the Board broke the request into two parts,legal counsel felt there was no
reason the owner coul t come back to request the funding for the second facade at a later date. Board
discussion directe affto bring back a reconunendation for changing the wording in the facade grant
criteria and pr ' ct commitment to allow additional funding for facades not included in an original grant
request,e tally in light ofthe.desire to enhance private property in the improved alleys.
Aver use: The Poudre Landmarks Foundation has contacted DDA about renovations and repairs.to the
A House. Staff and City will determine whether there is an opportunity to leverage State Historical
nds to cover a portion of the proposed work before a proposal is brought before the Board.
Sales Tax: Chuck Seest handed out the sales tax report for April sales reflected in May collections. The
overall sales tax figures for the DDA district are down for the month and year-to-date.
CONSENT AGENDA
Holiday Lights Contract Addendum: Staff is requesting expanding coverage of the holiday lights and
approval of the DDA regular annual contribution. This includes approval to amend the contract with
Swingle and expand holiday light coverage to include coverage between Oak Street Plaza and Mason Street
in the amount of up to$5,000 and approve$30,000+CPI for the DDA portion of the annual costs for
installation,takedown and storage.
Howes Street Inclusion:In March 2009,the Board approved Resolution 2009-03 recommending City
Council approve a request for inclusion of several properties in the area of Laurel and Howes in the DDA
boundary. The Council approved the inclusion on May 5,2009. The Assessor's staff contacted DDA staff,
noting an error in the submitted legal description caused by inconsistent information in the record. Staff
recommends the Board repeal Resolution 2009-03 and approve Resolution 2009-04 allowing the inclusion
of the Howes Street Area Properties into the DDA Boundary.
Alley Pavers: Each of this year's three priority alleys will have approximately 20 pavers with artwork
created by children in our community,based on the themes of the three alleys:sustainability,Fort Collins
history,and eclectic/bohemian. The cost of the pavers and student honoraria will be approximately
$25,000. Since the construction budget for the alley project has not yet been presented to the Board for
approval,staff is requesting approval of up to$25,000 of the alley improvement construction budget to be
used for the Art in Public Places paver production.
Moved by Mr.Wolfe,seconded by Mr.Sears: To approve the consent agenda as presented;the
motion passed unanimously.
i
I
Attachment 12
DDA Minutes
November 12,2009
pg.3
Moved by Mr.Zamzow,seconded by Ms.Bramhall: To approve the fa ade
requested amount of up to$35,015 and authori parr to enter into an agreement
for the west facing fa ade owner submission of all DDA requirements for project
reimb mg actual cost accounting documentation,cerHilcate of itability insurance,
grant of fagade easement by the owner. The motion passed unanimously.
CITY PROPOSALS
Holiday Lights 2010-11: The City Manager has asked assistance from the DDA to cover the City's share
of the 2010 and 2011 holiday light display costs,which is$30,00 per year for a total of$60,000. The
City's annual contribution for the display was eliminated during the Budgeting for Outcomes Process.
Staff believes that the LED holiday light display is an important marketing program for the downtown
during the time of the year that is most critical to retailers. The combination of large,mature trees and a
well designed lighting layout make the Downtown Fort Collins light display one of the grandest of the
Front Range. Mr.Robenalt also noted that the contract with the current vendor to install,takedown and
store the light display will expire after 2011,and it will be necessary to rebid this service for the 2012
holiday season. At that time,staff will explore options to determine if there are possible cost savings for
future displays.
Moved by Ms.Odell,seconded by Mr.Callahan: To accept the staff recommendation to absorb the
City's total share of the holiday light display for 2010 and 2011 in the amount of$60,000. The
motion passed unanimously.
b. Police Enhancement:The City Manager and the DDA Executive Director recently collaborated wit
Police Services to outline a partnership proposal to create two new officer positions dedicated to the
downtown area during the daytime hours. The proposal calls for the City to fund one new officer d the
DDA to fund the second position for two years in 2010 and 2011. At the end of the original year
commitment the program would be reevaluated. This proposal is presented in response to sistent
requests from the downtown business community for a greater daytime law enforcemen resence. The
goal is to address concerns regarding disorderly conduct,dismount zone enforcemen oud vehicle
enforcement and a growing need to enhance general safety in the central business trict. The Downtown
Business Association Board recently passed a resolution supporting the propos .
The DDA has been a partner in the downtown security co-op between the A,Museum,Library and
Transfort. Private security has been effective in discouraging negative aviors but does not provide for
immediate enforcement of violations. Private security is also limit o the specified partner locations and
cannot patrol downtown as a whole. Mr.Robenalt explained hi commendation that if the Board
approved partnering in the additional police presence,he wo recommend ending participation in the
security co-op. {
Captain Donald Vagge of Fort Collins Police Serv' presented an additional perspective and answered
Board questions. He noted that District One w reated to address downtown issues but because of
staffing shortages was currently required to mainly at night to address disturbances and intoxications.
The current proposal addresses the need daytime,uniformed foot patrols to create a visible presence and
sense of security in a community poli ' g effort. The structural model would be similar to the school
resource officer program where a ice r is assigned to a specific school and funding split between Police
Services and the school distric
Board members discus issues of liability and whether it was within the DDA's purview to fund items
that are clearly Ci vices,with some commenting that while citizens should step up and fund needed
City services,t could support the project for a limited time frame. Lucia Liley noted that the program
could be su rted legally if it was for a relatively short period of time and showed a clear tie to other
DDA g .Mr.Wolfe noted that while he was generally supportive of the proposal,he was concerned
wit ' creasing City requests for funding and suggested that there needed to be an agreement with the City
o ming a base level of service to inform future decisions. Ms.Liley stated that a memorandum of
understanding may be appropriate to address the base level of services.
..................
Attachment 13
DDA Minutes
December 10,2009
pg.2
SNOOZE—144 W.MOUNTAIN TIF REQUEST
(Ms.Spencer recused herselffrom the discussion citing a conflict of interest and Ms. Odell chair ris
portion of the meeting.)
Snooze is a Denver-based breakfast restaurant that plans to open a Fort Collins locati n Mountain
Avenue. Snooze,which has two locations in Denver,strives to be a green,carbo nscious business
featuring seasonal menus and homemade food. Building owner Steve Taylor nded the meeting in
support of the project,noting that the property had been vacant for more t two years. Owners Jon and
Adam Schlegel presented the Snooze concept and designs for the bui .On the front facade the owners
intend to strip the current framework to expose the original brick ate the appearance of the newer brick
surfaces;remove awnings and aluminum panels;add patio se g with a unique open rail design;and
improve drainage on the roof. In the rear of the building, s include extending the building out 31 feet
increasing interior space by 1,400 square feet;constru g a brick rear facade;adding a patio,brick wall
and small garden area.It was noted that these rear enities will be compatible with future alley
enhancements. There will be much interior re tion and utilities to the building are also being upgraded.
The owners requested the eligible amount 38,150.
The Board members discussed ma spects of the design. Since the request included funding for the
business sign,there were quest' regarding DDA policy on signs. Mr.Robenalt responded that the DDA
is able to fund signs and the a considered on a case-by-case basis. Ms.Liley added that the sign could
be addressed as part of -gal agreement between the parties. The Snooze owners presented versions of
the business sign th ere different than the illustrations in the Board packet. Board members stated that
they felt uncomf le supporting funding for the sign when the final product was not yet determined. Mr.
Brelig noted he would also like to see a clearer drawing of the materials to be used and finalized
concept ings including how the renovations fit in with bordering structures. The owners were asked to
brin the request to a future board meeting with final and more specific drawings. Steve Taylor asked
if struction could begin on the rear of the building on features not included in the request without
jeopardizing DDA funding. Board members agreed that commencing work would not preclude the owners
from coming back to the Board in January.
LINCOLN CENTER ACOUSTICAL UPGRADES
(Ms. Liley requested that Afr. Ohlson not take part in this discussion as it was an item of direct economic
benefit to the City of Fort Collins.)
Mr.Robenalt addressed the Board concerning the DDA strategy for supporting arts and culture in
downtown Fort Collins. He noted that in April 2009,acoustical upgrades to the Lincoln Center were
identified as an investment opportunity to enhance the audience experience and that these improvements
should coordinate with the 2010 renovation of the facility. Since that time the Lincoln Center staff has
assessed the cost of acoustical improvements to the main Performance Hall,the Mini Theater,and the
Canyon West Room. In November staff and Board members toured the building for an overview of the
renovation plan and to highlight needed acoustical upgrades.
Based on information provided by Lincoln Center staff,the Performance Hall has a high level impact on
the downtown area. The staff recommendation was for a DDA grant of$500,000 for acoustic upgrades in
the main Performance Hall. Because of the smaller impact,staff did not recommend funding for the Mini
Theater or the Canyon West Room.
Jill Stillwell and Ty Sutton presented an overview of the renovation plan,highlighting the items in the
funding request, Ms.Stillwell noted that the building,while well loved and well used,is an aging facility
with inadequate infrastructure and performer amenities. The City views the investment in the Lincoln
Center as a long term investment designed to address these shortcomings by providing a new orchestra
shell, a new sound system,improving the dressing room and production space,adding new restrooms,
redesigning the lobby and ticketing areas,and adding other acoustical upgrades to enhance the patron i
experience.
DDA Minutes
December 10,2009
pg.3
Mr.Sutton explained the specifics of the financing request,explaining that Lincoln Center staff had
reduced the original projected expenses from$953,000 to$646,000,while still maintaining the quality and
adequacy of product contained in the original estimates. Besides the$541,000 requested for the
Performance Hall,the Lincoln Center also requested$81,000 for improvements to the Mini Theater and
$25,000 for a new sound system for the Canyon West Room.
Jack Wolfe stated that he felt these improvements would not be possible without DDA assistance and in
light of the fact that this is a thirty year investment in'the facility and a new performing arts facility will not
be constructed in the near future,this was critical for Beet Street and local art groups. He added that he felt
that an investment in the Mini Theater should be considered by the Board.
The Board discussed the impact this type of investment would have on the DDA's ability to fund future
project requests. Future bonding was also discussed.It was also noted that the DDA would not be funding
the rent and technical fees for non-profits during the period that the Lincoln Center is closed for
renovations. This amounts to approximately$140,000 and Mr.Robenalt noted that staff had not made a _
recommendation of what to do with those unspent funds.
Moved by Mr.Wolfe,seconded by Mr.Sears:To approve funding for up to$540,855 for Lincoln
Center Performance Hall upgrades and up to$81,000 for improvements to the Mini Theater for a
total of up to$621,855,and recommends approval for the Chair to enter into an intergovernmental
agreement with the City of Fort Collins.The motion passed unanimously.
BOARD VOLUNTEER REQUEST
DDA staff requested a Board volunteer to serve on a team to provide oversight for the comm
marketplace consultant team. The consultant services will include a project concept SWA' to
assessment,consumer analysis,models of tenant mixes,financial forecasting and assis a in developing a
business plan. An RFP has been issued and proposals are due December 10,2009. erviews will be held
on January 5,2010 with the estimated completion of services by May 31,2010 en Zibell offered to
serve but was unable to attend the January 5 h interviews.Wynne Odell vol eyed to serve on the
oversight committee.
BEET STREET BUDGET
Ryan Keiffer presented the Beet Street budget for approval. Keiffer first spoke of the strategic
assumptions used in formulating the new Beet Street strat and budget. He explained that Beet Street's
goal is to create world class experiences in Fort Collh rough building effective local partnerships,
enhancing local cultural offerings,adding to the e mic vitality of downtown and developing Fort
Collins as a regional and national arts destinati . He envisions Beet Street to have three key roles:
programming,economic development and elopment of cultural facilities. Mr.Keiffer presented many
examples of how to fulfill each of these s.
Mr.Keiffer noted that the draft b et packet also included multi-year financial projections and September
2009 year-to-date financials. 2010 request to the DDA is$500,000 while relying on approximately
$530,000 in reserves from vions years if needed. The current Beet Street philosophy is to do more with
less. �
Board members ressed appreciation for the adaptability and strategic thinking of Beet Street staff. In
response to a stion regarding whether Beet Street would need to tap reserves in the current year,Mr.
Keiffer r nded that use of some of the reserves would be necessary.
ved by Mr.Wolfe,seconded by Mr.Sears:To approve the Beet Street budget and funding request
rr the amount of$500,000. The motion passed unanimously.
Attachment 14
DDA Minutes
April 9,2009
pg.4
need to be done. Questions were also raised about whether additional DDA staffing would expedite
many projects on the horizon.
Moved by Mr.Keiffer,seconded by Mr.Zamzow: To authorize the release funds i e amount of
$125,000 for programmatic feasibility for the community marketplace. The mo ' passed
unanimously.
BEET STREET
(Mr.Keier was absent for this discussion)
Patty Spencer and Lisa Poppaw of the Beet Street Board presente a Beet Street report. Ms.Spencer
reported that an executive search committee had been formed the idea of hiring a new Executive
Director for the program. The salary for that position will 80,000. The Beet Street Board also feels
that the change in leadership provides an opportunity t evelop organically.
Beet Street staff and the Executive Committee tinue to work on existing programming—the
Imagination Street Fair,Jazz Festival,and rld Rhythms.The Finding Home month-long series is
underway and is providing the comma . with a broad range of artistic,cultural,historic and social
programming involving many p s in the community. Mr.Wolfe commented that the program reflects
what Beet Street should be do' y collaborating with many different community organizations.
The presenters emph ' ed that the function of Beet Street is to be an economic driver and in order to
accomplish that ' ion,funding is needed for additional time. It was recognized that a detailed budget
needs to be d .oped before a formal request is made of the DDA Board. A Board discussion of Beet
Street's r followed including the possible creation of a long term endowment for 16cal arts,ticket pricing
and ' rse programmning,the expectations of anew director,and defining the new direction and vision.
o formal action was taken.
ARTS/CULTURE INVESTMENT STRATEGY
Executive Director Matt Robenalt and Board Chair Jack Wolfe presented a proposal and the rationale for
broadening investment in downtown non-profit arts,cultural and scientific organizations. These
organizations contribute to the diversity of experiences available to Fort Collins residents and visitors,and
to the cultural and economic vitality essential to preserving a community quality of life and a healthy,
vibrant downtown. The impacts of a challenging economy are negatively affecting the ability of these
downtown non-profits to remain financially stable. If any of these long-standing"pillar"organizations
were to go away,it would take a long time to recover from the negative economic and cultural affects,
including a significant loss of sales tax dollars.
The DDA is in a position to respond to the impact of the slowing economy and positively bolster the
economic viability of some of these key organizations by strategically investing in several key areas. The
investment proposal was developed after speaking with staff and board leaders from the non-profits. DDA
staff and Mr.Wolfe spent several weeks in fact-finding interviews to determine the various organizations'
short,mid and long range needs.
Mr.Robenalt explained the parameters that the DDA must operate under in order to respond to some of
these needs. The DDA must adhere to the State enabling legislation that governs the agency,and it must
also adhere to the adopted Plan of Development for the redevelopment area. In light of all these factors,
staff requested that the Board discuss the proposed investment matrix and provide feedback about the
overall concept. The Board was also asked to act on several short-range investments proposals.
Item 0-The first proposal is to underwrite Lincoln Center theater space,tech fees,and rental fees from
2009 through the 2012-2013 season. This would keep Lincoln Center operating revenues whole,while
providing financial relief to local non-profit performance groups that utilize the space. This would require
an IGA and cost approximately$630,144 through 2012/13.
DDA Minutes
April 9,2009
pg.5
Items 2&3 -The second proposal involves leasing warehouse space for centralized set construction,
costume storage,and rehearsal and classroom space. This would also aid the Rocky Mountain Raptor
Program which could also be housed in the leased warehouse. This would cost approximately$140,000-
$250,000 annually.
Item#4-Another short term proposal is to acquire a public access easement in the Bas Bleu Theatre lobby
and make minor improvements to the easement space. Besides benefiting Bas Bleu,this would have'the
additional benefit of creating a new public meeting space in the River District for community groups. The
approximate cost of this proposal is$220,000.
Three other short term initiatives would directly support Beet Street:continue funding for three additional
years;suggest to the Beet Street Board that they create a special partnership between Beet Street and
FCMOCA to help cover costs of special exhibits;and further suggest that Beet Street contract for a special
Fort Collins Symphony performance.
Lengthy discussion followed about how these agreements would be structured: It was also stressed that the
participating arts/culture/scientific entities needed to understand that this is a three year initiative with no
promise of it extending beyond that point. There was also concern that if the DDA had use of the Bas Bleu
building lobby,that the public be informed that it is available for community use. Legal staff is still
working on some of the legal issues and how to stricture agreements. Regarding the Iease of warehouse
space,it was noted that the Elks Building would not be appropriate space because it did not have needed
access or loading docks. Any lease for warehouse space would be brought back to the Board for review.
Mr.Robenalt urged the Board to review the mid and long term proposals. An arts council is key to the mid
range goals of the investment strategy and it is suggested that it be set up as an incubator program similar to
model identified by City Financial Director Mike Freeman. Time did not allow further discussion of long
term plans.
Moved by Mr.Brelig,seconded by Mr.Keiffer: To authorize funding for the proposal to underwrite
fees at the Lincoln Center through 2012/13 in the following amounts:2009-10,$144,063;2010-11,
$154,427;2011-2012,$165,827;2012-2013,$165,827. The motion passed unanimously.
i
Moved by Mr.Brelig,seconded by Mr.Keiffer: To authorize the Executive Director to seek a lease
for the purposes in items 2&3 above,with the details of the lease to be brought back for Board
approval,and with the intent of the space to satisfy the purposes and needs as stated: The motion
passed unanimously. .
Moved by Mr.Keiffer,seconded by Mr.Sears: To authorize staff to work with Bas Bien Theatre
and approve up to$220,000 to secure either an easement,lien and/or contract for the lobby of the
Bas Bien building,the structure of this agreement subject to Board approval. The motion passed
unanimously.
ELKS BUILDING RE-USE REPORT
DDA Project Manager Anne Aspen presented a synthesis QWVWa reports plus an investigation into
processes that would be required to reuse the Elks tg. The bottom line was that the total range to.
reuse the building was$310,000-$937,000 f ust year of repair and operation. Ongoing operations
and maintenance costs would be$217 53,000 per year plus any deferred maintenance from the first
year. The cost to demolish thSJMiWng would be approximately$420,000 including hazardous materials
abatement and building [ruction. A third option to mothball the building was seen as the least
desirable option. pproximate cost for this option for one year is$48,340 plus$50,000 held in reserve.
Ms.Aspen sited Board input on whether the wished to pursue building reuse,possibly for Beet Street
act iv' ' ,in which case a more detailed budget spreadsheet would be prepared for Board review. The
rd consensus was that the building should be deconstructed and the site prepared for future
development,with possible short term use as parking.
2
Attachment 15
DDA Minutes
March 12,2009
pg.3 .
rail in the middle of town would drastically change the character of downtown. Ryan Kciffer noted that t
second plan gives Fort Collins a better link to DIA.
Old Town Square Security Enhancement: Officer Matt Johnson of the Fort Collins Police De ent
has proposed placing video surveillance cameras in Old Town Square. The purpose is not only deter
vandalism and criminal behavior,but also for use as a promotional tool for the Square. The tage would
be hosted by the Downtown Business Association website. Staff feels that other purposes uld be served
by the cameras: a webcam could become a landmark for visitors;community members uld see what is
happening in the area before leaving home;footage could be used as exculpatory evi ce for someone
erroneously suspected of criminal activity. Legal staff will explore any legal issue d a refined proposal
will be brought to the Executive Committee.
Petitions for Inclusion—South Howes Street Area: The DDA has receiv petitions for inclusion from
seven property owners in the South Howes area of downtown. Mr.Robe explained that the approval of
these requests is important because it would extend the DDA boundary Colorado State University at the .
prominent north.end of the Oval which would allow the DDA to pro a tax increment funds to the area
which could help ensure a higher level of design and help the eco is viability of future development. It
is also consistent with objectives and purposes outlined in the D Plan of Development.
Moved by Mr.Kciffer,seconded by Ms.Zibell: To appro esolution'2009-03 recommending to the
Fort Collins City Council that the boundaries of the DD a amended to include the seven properties
in listed in the petition for inclusion,contingent of ap oval of the final documents from CSURF and.
the CSU Board of Governors: the motion passed u nimously.
Flats at the Oval: This project has been throug a design review process with the Board and suggested
changes have been incorporated into the final ign. Board members appreciated the way the process
worked and that concerns were addressed. I as agreed that the design is very pleasing and appropriate to
an important gateway to CSU. The owne re requesting$1,148,781 in tax increment financing for both
fagade and public right-of-way improv ents. While the finding request is above what can be supported
by the tax increment generated,staff ommends a commitment to a higher level of funding in order to
achieve important goals for downt and the community that may not be achieved without DDA support.
Moved by Mr.Keiffer,second by Mr.Callahan: To approve up to$212,572 for public
improvements in the right- vay and up to S936,209 for fagade improvements on Howes Street and '
Laurel Avenue for a tots $1,148,781,pending the approval of the boundary amendment by City
Council: the motion p ed unanimously.
Elks Lease Amen ent: The DDA and Elks legal counsels have completed a draft amendment to the
lease agreement ich allows the Elks will occupy the building until June 1,2009,or earlier if they provide
the DDA wit days written notice of their desire to vacate the building. The amendment also adds
the
it regarding the removal of property from the building. It includes a mechanism for the
DDA to vide 180 days advance notice of building deconstruction and establishes a salvage period that
allows a Elks to make arrangements for removal of items for charitable donation.
Mo d by Mr.Zamzow,seconded by Mr.Sears: To approve an amendment to the Ellis lease
ag ement and authorize the Board chairperson to sign the amendment: the motion passed
unanimously.
Odell Brewing Expansion: (Board members George Brelig and Wynne Odell recused themselves for this
inclusion.) Odell Brewing Company plans to double its physical plant,improve traffic access,expand off
street parking,enlarge the tap room,and upgrade site landscaping. Construction is scheduled to begin in
spring 2009. An early issue regarding driveway alignment has been resolved. Staff has determined that
eligible expenses total$697,233. The estimated TIF generated is$1,253,000. In addition the owners have
requested an additional$460,000 for costs associated with the City's wastewater plan investment fee,
which is not an expense covered by DDA investment. With-the encouragement of the Board at their design
review,they have also applied for a Green Building Grant in the amount of$50,000 which will be used to
install a photovoltaic system.
i
DDA Minutes
March 12,2009
pg•4
Moved by Mr.Keiffer,seconded by Mr.Callahan: To approve a commitment to fund up to$336,043
for public right-of-way improvements; up to$93,000 for street and right-of-way improvement
escrow;up to$268,190 for fagade improvements on Lincoln Avenue;and,up to$50,000 for purchase
of a roof mounted photovoltaic system: the motion passed unanimously.
Mitchell Block—Design Review: The Bohemian Companies is constructing a 35,754 square foot office
building,known as the Mitchell Block,on the comer of E.Mountain Avenue and Walnut Street. Bruce
Hendee and Stuart MacMillan provided a presentation on the proposed plan for enhanced improvements in
the public right of way for the purposes of design review. The proposed enhancements would contribute to
the DDA design goal to create enhanced alleys,quality streetscapes using locally sourced materials,and
provide unique public plazas. The owner is collaborating with CSU and the City on a pilot demonstration
project that will improve storm water runoff quality by utilizing a unique paver system in the parking
spaces in conjunction with rain gardens and tree filter box technology. Discussion included safety and
lighting in the alley between buildings. There was approval for design of the public spaces surrounding the
building and on the corner of Walnut and Mountain.
Old Town Square Needs Assessment: Continued to April 9,2009 because of time constraints.
OTHER BUSINESS
No other business was discussed. .
ADJOURN
There being no further business the meeting adjourned at 10:45 a.m.
George lig, cr
• I
t
ATTACHMENT 16
DDA Memorandum
April 1, 2009
second time on March 20 to review the call for
'We made comments and submitted them to her. A
y the subcommittee, the call will go out. Staff
expects to review artist responses in late April and hopes to bring a specific proposal with an itemized
budget to the Board at the May meeting.
As soon as the artists who will be engaged in the alley improvement project are engaged, t
identify potential art sites in this year's alleys to use as permanent homes for this ye
Exec Team Action Items
Community Marketplace Communications. The etplace project would benefit from coordination
of marketing and communications messagin asked One Tribe Creative for an estimate to produce
Powerpoint presentation slides, brochu logo(identity. The cost estimate ranges from$11,000 to
$13,500 for the services. Staff se xec Team authorization to proceed with One Tribe if the Rill Board
authorizes moving ahead w' xt feasibility step.
Beet Street 2010 Season. The City owns 212-218 W. Mountain Ave.and must make a decision to
either or tear down the building. Ken 141annon,City Operations,indicated they could tear down the
ng,and prep the site for a temporary Beet Street tent for the 2010 warm weather season. Staff needs
o provide feedback to City as soon as possible.
I Rink. For 2010/2011 and 2011/2012 skating seasons,staff is asking for Exec Team approval so we
can let Parks know to put an offer into their Budgeting for Outcomes process. The City's budgeting
process is several years ahead, so for the 2009/2010 skating season—we got Exec Team approval in 2007.
If we need to issue bonds to cover this expense,the item will come forward to the full Board with a
h� recommended action for City Council to authorize bonds for this and many other bundled items.
Attachment 17
DDA Minutes
March 12,2009
pg.3
ra the ould dras ' e the c o 0
secon pan gives Fort Coll er link to DI
Old Town Square Security Enhancement: Officer Matt Johnson of the Fort Collins Police Department
has proposed placing video surveillance cameras in Old Town Square. The purpose is not only to deter
vandalism and criminal behavior,but also for use as a promotional tool for the Square. The footage would
be hosted by the Downtown Business Association website. Staff feels that other purposes could be served
by the cameras: a webcam could become a landmark for visitors;community members could see what is
happening in the area before leaving home;footage could be used as exculpatory evidence for someone
erroneously suspected of criminal activity. Legal staff will explore any legal issues and a refined proposal
will be brought to the Executive Committee.
Petitions for Inclusion—South Howes Street Area: The DDA has received petitions for inclusion fro
seven property owners in the South Howes area of downtown. Mr.Robenalt explained that the approv f
these requests is important because it would extend the DDA boundary to Colorado State Univers1 the .
prominent north.end of the Oval which would allow the DDA to provide tax increment funds to area
which could help ensure a higher level of design and help the economic viability of future de pmcnt. It
is also consistent with objectives and purposes outlined in the DDA Plan of Development.
Moved by Mr.Keiffer,seconded by Ms.Zibell: To approve Resolution 2009-03 re mending to the
Fort Collins City Council that the boundaries of the DDA be amended to includ a seven properties
in listed in the petition for inclusion,contingent of approval of the final docu is from CSURF and.
the CSU Board of Governors: the motion passed unanimously.
Flats at the Oval: This project has been through the design review ptoces ith the Board and suggested
changes have been incorporated into the final design. Board members a eciated the way the process
worked and that concerns were addressed. It was agreed that the desi s very pleasing and appropriate to
an important gateway to CSU. The owners are requesting$1,148,7 in tax increment financing for both
facade and public right-of-way improvements. While the fzuidina quest is above what can be supported
by the tax increment generated,staff recommends a commitme o a higher level of funding in order to
achieve important goals for downtown and the community d may not be achieved without DDA support.
Moved by Mr.Keiffer,seconded by Mr.Callahan: To prove up to$212,572 for public
Improvements in the right-of-way and up to S936,20 or facade improvements on Howes Street and '
Laurel Avenue for a total of$1,148,781,pending t approval of the boundary amendment by City
Council: the motion passed unanimously.
Elks Lease Amendment: The DDA and Elks gal counsels have completed a draft amendment to the
lease agreement which allows the Elks will upy the building until June 1,2009,or earlier if they provide
the DDA with 10 days written notice oft desire to vacate the building. The amendment also adds
additional detail regarding the removal property from the building. It includes a mechanism for the
DDA to provide 180 days advance n ce of building deconstruction and establishes a salvage period that
allows the Elks to make arrangeme s for removal of items for charitable donation.
Moved by Mr.Zamzow,secon d by Mr.Sears: To approve an amendment to the Ellis lease
agreement and authorize the oard chairperson to sign the amendment: the motion passed
unanimously.
Odell Brewing Expan ' n: (Board members George Brelig and lyynne Odell recused themselvesfor this
discussion.) Odell B ving Company plans to double its physical plant,improve traffic access,expand off
street parking,enl a the tap room,and upgrade site landscaping. Construction is scheduled to begin in
spring 2009. arty issue regarding driveway alignment has been resolved. Staff has determined that
eligible expe s total$697,233. The estimated TIF generated is$1,253,000. In addition the owners have
requested additional$460,000 for costs associated with the City's wastewater plan investment fee,
which i of an expense covered by DDA investment. With the encouragement of the Board at their design
revie they have also applied for a Green Building Grant in the amount of$50,000 which will be used to
ins a photovoltaic system.
Attachment 18
DDA Minutes
October 8,2009
pg.2
review. His performance appraisal will involve executive committee review,a self-evaluation and will be
discussed in executive session at the November board meeting.
CONSENT AGENDA
Cash Match Request—Larimer County: Latimer County's Rural Land Use Center Dire is
requesting DDA support in the amount of$6,000 as a cash match for its application to olorado
Department of Local Affairs Heritage Planning Grantprogram. Director Linda H amr is a planning
partner on the community marketplace feasibility team. The grant will be us conduct a regional food,
system assessment in partnership with Laruner,Weld and Boulder count* ,and will be conducted by the
CSU Cooperative Extension.
Employment Contracts: The contract for Joanna Stone, Administrative Manager,expires on
October 20,2009. Matt Robenalt has conducted her a performance review and recommended renewal
of her employment contract but without a salary' se at this time. He noted that it is his intention to
complete the employee salary survey and imp at a new performance appraisal system within the next
few months and that he would recommen ropriate salary increases at that time.
The new DDA position of Progra dntinistrator was offered to Derf Green with an annual base salary of
$50,000. Mr.Green will sta ployment on October 19,2009.
Both contracts descr' a basic terms of employment and will be phased out when the final shift to at-will
employment is ted by the Board.
Move r.Wolfe,seconded by Mr.Zamzow: To approve the Consent Agenda as presented; the
n passed unanimously.
REGULAR AGENDA
WMMMM 209 S Meld ru m-Ot terB ox TIF Grant Request: Stuart MacMillan of Everitt-MacMillan,Curt and
Nancy Richardson of OtterBox,Jeff Erret and Don Bundy of The Architect's Studio,and Paul Brinkman of
Brinkman Partners were in attendance to address the request. Mike Freeman addressed the Board
concerning the importance of primary employers for the economic health of downtown.
The project presenters first gave a brief overview of design changes they had made based on Board
feedback during design review in September. The Board was very enthusiastic about the proposed
revisions. Owner Curt Richardson thanked the Board for pushing them on the design and believed they
have ended up with a much better design that ties in with neighboring structures.
Stuart MacMillan of Everitt-MacMillan explained that they are now requesting less tax increment financing
than in their original submission of$1,875,000. As a result of much lower construction costs their funding
gap is now at$1,689,000 which is the amount they were now requesting from the DDA.
Matt Robenalt explained that the eligible expenses for fagade improvements and public right of way
improvements total$937,604 according to estimates provided by the owner's contractor. The total project
value is$7,595,266 according to the real property valuation provided by the Latimer County Assessor.
Staff evaluation of supportable tax increment available for this project is$1,803,358. Mr.Robenalt noted
that this figure does not include valuation of personal property. When prodded to provide a rough figure
for the supportable tax increment with personal property tax included,Kathy Cardona estimated that it
could possibly be up to$2,000,000.
Mr.Robenalt presented the Board with three scenarios for Board consideration and approval. The first
would be to fund up to the supportable TIF. The second and recommended option was to fund a the base
level and increase by 25%as support for a primary downtown employer. The third option is to fund the
owner's request of$1,689,000. Board discussion was favorable to the idea of adding to the supportable
TIF because of the importance of the project. Legal counsel Lucia Liley cautioned that their needed to be
DDA Minutes
October 8,2009
pg.3
sufficient legal hook to increase the amount and the Board had to find sufficient public benefit. It was
suggested that the Board look at taking additional easements or increased public improvements.
Moved by Mr.Wolfe,seconded by Mr.Zamzow: To authorize the Board Chair to enter into an
agreement with the owner for up to$1,500,000 to fund eligible features on the east and west facades
and additional facades and public Improvements yet to be determined,contingent upon owner
submission of all DDA requirements for project reimbursement,including actual cost accounting
documentation,certificate of liability insurance,and grant of fapde easements by the owner;the
motion passed unanimously.
Other Business:No other business was discussed.
(Ms.Spencer recused herself and Board Secretary I'Villiam Sears acted as chabperson for the r r er of
the meeting.)
Executive Session:
Moved by Mr.Wolfe,seconded by Mr.Zamzow: To move to Executiv sion to discuss a potential
real estate transaction. This Executive Session for the purpose st is authorized pursuant to CRS
24-6-402(4)(1)(1). The motion passed unanimously.
Mr.Wolfe moved to move from Executive Session b o Regular Session;seconded by Ms.Zibell.
The motion passed unanimously.
Real Estate Transaction: The Boards rted the staff recommendation to approve the purchase of the
warehouse at 725 E.Vine Drive. T was no further discussion.
:Moved by Mr.Wolfe,se ed by Mr.Callahan: To approve the purchase of the warehouse at 725
East Vine Drive for 0,000 and the pay the sellers portion of the architectural fee in the amount
of$8,400: the a passed unanimously.
i
ADJO
Th eing no further business the meeting adjourned at 3:30 p.m.
i
V V �•
William Sears,Secre ary
I.
Attachment 19
DDA Minutes
January 14,2010
pg.3
SNOOZE W.MOUNTAIN REQUEST
(Ms. Spencerer re recttsed herselffi•om thee d discussion citing a conflict of interest and Ms. Odell chaired this
portion of the meeting.)
Before the presentation and discussion of the funding request from Snooze,the Board and staff discussed
possible changes to the tax increment worksheet provided with funding requests. Mr.Robenalt presented
modifications made to the worksheet to try and make the presentation of information more clear. Mr.
Ohlson added that he would like to see percentages added to the dollar amounts in the summary section as
well as including the staff recommendation on the worksheet.
The tax increment investment application for Snooze Restaurant at 144 West Mountain Avenue made a
second appearance before the Board. Project manager Anne Aspen highlighted changes from the first
presentation which resulted in more eligible expenses. She noted that the project owners had responded to
requests from the Board for more information.Since the business sign was the subject of much previous
Board discussion,a new design was presented and Ms.Aspen reminded the Board that they could decide
whether or not to fund the sign. The rear facade,which was not included in the staff recommendation,also
underwent some design change with some of the brick being replaced by stucco.
Snooze owners Adam and Jon Schlegel and their architect Chad Cox presented revised finalized drawings.
Though the sign design went through some modification with a higher quality result and smaller,more
approachable scale,many Board members expressed discomfort at funding a business owner's sign.
Architect Chad Cox explained the changes to the rear facade. He pointed out that the reduction in brick in
the facade design was to improve the visual impact. With a dominant brick wall to the west of the building
combined with the shade of the north facing facade,it was too mach brick. Keeping the brick at the patron
level created better light and balance. They will use quality materials with true stucco.
Mr.Sears moved to approve the tax increment investment in the amount of up to$40,635 to include the
south facade,the sign and the rear facade. Board discussion of sign policy followed with a result in a roll
call vote on the issue of the sign. The result was four yes votes(Brelig,Odell;Sears,Wolfe)and five no
votes(Branthall,Callahan,Johnson,Ohlson,Zamzow).
Moved by Ms.Bramhall,seconded by Mr.Zamzow: To approve the tax increment investment
request in the amount of up to S34,610 with up to$28,530 for improvements to the West Mountain
facade(excluding the sign)and public improvements in the right of way,and up to$6,080 for
improvements to the rear facade and authorization for the Board Chair to enter into an agreement
for the both the south and north facing fagades,contingent upon owner submission of all DDA
requirements for project reimbursement,including actual cost accounting documentation,certificate
of liability insurance,and grant of facade easement by the owner. The motion passed unanimously.
GID SIDEWALK IMPROVEMENTS
(Patty Spencer rejoined the meeting and resioned the Chair.)
Tracy Dyer,the City's Chief Construction Inspector,presented updates on tine General Improvem
District downtown sidewalk repair project which is planned for March-May 2010. Mr.D manage
the project that will include replacement of severely damaged areas of sidewalk • cture repair and
eliminate many below-sidewalk coal chutes. The cost of the project is a ately$500,000. The
Engineering Department is in the process of prioritizing locations. y intend to work with business
owners in scheduling repairs to that a business is not havin alk repair in front at the same time the
alley enhancement project is happening in the rear o usiness. The project has identified a type of
colored concrete which has a brushed finish t blend with existing pavers and concrete.
In response to questions from t rd,Mr.Dyer affirmed that the$500,000 in GID funds would cover
most of the needed im ents and hazard mitigation. There was also discussion of using historic
sandstone paver ' d of concrete and a suggestion to use some of the existing sandstone slabs in the
alley pro• number of Board members expressed a desire to retain old coal chutes. Mr.Dyer said that
coa es that contained utilities would be preserved but most represent a hazard and are dangerous. Ms.
I
ORDINANCE NO. 090, 2010
AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF FORT
COLLINS, COLORADO, DOWNTOWN DEVELOPMENT AUTHORITY
TAXABLE TAX INCREMENT REVENUE BONDS, SERIES 2010A, DATED
THEIR DELIVERY DATE, IN AN AGGREGATE PRINCIPAL AMOUNT
NOT TO EXCEED $10,000,000, AND TAX-EXEMPT TAX INCREMENT
REVENUE BONDS, SERIES 2010B, DATED THEIR DELIVERY DATE, IN
AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $4,000,000,
FOR THE PURPOSE OF FINANCING CERTAIN CAPITAL
IMPROVEMENTS, CAPITAL PROJECTS AND DEVELOPMENT PROJECTS
WITHIN THE DOWNTOWN DEVELOPMENT AUTHORITY AREA;
PROVIDING FOR THE PLEDGE OF CERTAIN INCREMENTAL AD
VALOREM TAX REVENUES TO PAY THE PRINCIPAL OF AND
INTEREST ON THE BONDS; APPROVING DOCUMENTS IN
CONNECTION THEREWITH; AND RATIFYING ACTION PREVIOUSLY
TAKEN AND APPERTAINING THERETO.
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 any designated
Securities for all Bond Years beginning with the Bond Year in which Debt Service Requirements
of such Securities are first payable after the computation date 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 Purchase Agreement: the Bond Purchase Agreement to be
entered into between the City and the Purchaser.
(5) 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.
(6) Bonds: collectively, the 2010A DDA Taxable Bonds and the
2010B DDA Tax-Exempt Bonds.
PUBFIN\1213653.2
(7) Charter: the Home Rule Charter of the City, as amended.
(8) City: the City of Fort Collins, Colorado.
(9) Combined Average Annual Debt Service Requirements: the sum
of the Average Annual Debt Service Requirements for all issues of designated Securities for
which such computation is being made, treated as a single issue. '
(10) Combined Maximum Annual Debt Service Requirements: the
Maximum Annual Debt Service Requirements for all designated Securities for which such
computation is being made, treated as a single issue.
(11) 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$75,000,000 or more, and that is located within the
United States of America.
(12) Cost of the Project: all or any part of the cost of acquiring,
constructing and implementing 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.
(13) Costs of Issuance: all financial, legal, and accounting fees, the fee
of the Purchaser (in the amount of one-half of one percent (0.50%) of the original aggregate
principal amount of the Bonds), and all costs of printing, mailing, publication and other similar
costs incurred in connection with the authorization, issuance and sale of the Bonds.
(14) Costs of Issuance Account: the special account created and
referred to in Section 5A hereof.
(15) Council: the governing body of the City.
(16) 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.
(17) 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.
(18) 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
2
PUBFM1213653 2
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.
(19) Downtown Development Authority Act: part 8 of article 25 of title
31, Colorado Revised Statutes, as amended.
(20) Event of Default: any one of the events described in Section 10A
hereof.
(21) Federal Securities: means only direct obligations of, or obligations
the principal of and interest on which are unconditionally guaranteed by, the United States (or
ownership interests in any of the foregoing) and which are not callable prior to their scheduled
maturities by the issuer thereof(or an ownership interest in any of the foregoing).
(22) Financial Officer: the Financial Officer of the City.
(23) 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.
(24) Independent Accountant: any certified public accountant, or any
firm of such accountants, duly licensed to practice and practicing as such under the laws of the
State, appointed and paid by the Authority, who or which (a) is, in fact, independent and not
under the domination of the City, (b) does not have any substantial interest, direct or indirect, in
any of the affairs of the City and (c) is not connected with the City as a member, officer or
employee, but who or which may be regularly retained to make annual or similar audits of any
books or records of the City.
(25) Interest Payment Date: the interest payment dates on the Bonds.
(26) Investment Earnings: all income derived from the investment of
any proceeds of the Bonds deposited in the Development and Expense Fund and investment
earnings on funds on deposit in the Tax Increment Fund.
,(27) Investment Letter: the investment letter to be executed by the
Purchaser and any transferee of the Purchaser, who or which purchases all or any portion of the
Bonds in a transaction exempt from the requirements of SEC Rule 15c2-12.
(28) Maturity Date: the date for the payment of principal of the Bonds.
(29) Maximum Annual Debt Service Requirements: the maximum
aggregate amount of Debt Service Requirements (excluding redemption premiums) due on the
Securities for which such computation is being made in any Bond Year beginning with the Bond
Year in which Debt Service Requirements of such Securities are first payable after the
computation date and ending with the Bond Year in which the last of the Debt Service
Requirements are payable.
3
PUBF[M1213653 2
(30) Mayor: the Mayor of the City.
(31) 1982 Election: the special election held in the City on Tuesday,
June 1, 1982.
(32) Ordinance: this Ordinance of the City.
(33) Outstanding or outstanding: when used with reference to the
Bonds, Additional Parity Bonds, Parity Securities or any such Securities payable in whole or in
part from the Pledged Revenues that have been authorized, executed and delivered, except the
following, or portions thereof as of any particular date, means all of the Bonds or portions
thereof theretofore and thereupon being authenticated and delivered:
(a) Any Bond, Additional Parity Bond, Parity Security or other
such Security canceled by the City or by the Registrar or otherwise on the City's behalf at or
before such date;
(b) Any Bond, Additional Parity Bond, Parity Security or other
such Security which has been paid or deemed to have been paid pursuant to the provisions
hereof; and
(c) Any Bond, Additional Parity Bond, Parity Security or other
such Security in lieu of or in substitution for which another Security shall have been
authenticated and delivered by the City pursuant hereto.
(34) Owner: the holder of any bearer instrument or registered owner of
any registered instrument.
(35) Parity Securities: any 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) Paying Agent: the Financial Officer of the City, or his successors,
acting as paying agent for the Bonds. 11
(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, as amended.
(40) Pledged Revenues: the Tax Increment Revenues, the Investment
Earnings and all funds deposited in the Tax Increment Principal and Interest Account and Tax
Increment Reserve Account.
4
PUBFIN\1213653.2
(41) Project: the improvements, projects or programs permitted by the
Plan of Development and the Downtown Development Authority Act.
(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: the original purchaser of the Bonds as set forth in the
Sale Certificate. All provisions herein granting rights to the Purchaser shall be of full force and
effect only so long as the Purchaser is the sole owner of the Bonds.
(44) Rebate Fund: the special fund created and referred to in Section
5F hereof.
(45) 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.
(46) Reig stray: the Financial Officer of the City, or his successors,
acting as registrar for the Bonds.
(47) Regular Record Date: the fifteenth day of the calendar month next
preceding an Interest Payment Date for the Bonds.
(48) Reserve Requirement: is an amount equal to the least of(i) 100%
of the Maximum Annual Debt Service Requirements of the Bonds and other Parity Securities to
which the Tax Increment Reserve Account is pledged, (ii) 125% of the Average Annual Debt
Service Requirements of the Bonds and other Parity Securities to which the Tax Increment
Reserve Account is pledged, or (iii) 10% of the original proceeds of the Bonds and other Parity
Securities to which the Tax Increment Reserve Account is pledged.
(49) Sale Certificate: a certificate or certificates, executed by the
Financial Officer or the Mayor, dated on or before the date of delivery of the Bonds, setting forth
the determinations that may be delegated to such officials pursuant to Section 11-57-205(1) of
the Supplemental Act.
(50) Security or securities: any bond issued by the City or any other
evidence of the advancement of money to the City.
(51) SIFMA Index: the Securities Industry and Financial Markets
Association Municipal Swap Index, produced by Municipal Market Data, or if such index is not
published, then such other index selected by the Financial Officer which reflects the yield of tax-
exempt seven-day variable rate demand bonds.
5
PUBFIN\1213653 L
(52) Special 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.
(53) State: the State of Colorado.
(54) Subordinate Bonds or Subordinate Securities: the outstanding
2004 Subordinate DDA Bonds, the 2007 Subordinate DDA Bonds, the 2008 Subordinate DDA
Bonds and any other bond, warrants, notes, securities, leases or other contracts evidencing
borrowings and payoffs from the Tax Increment Revenues having a lien thereon subordinate or
junior to the lien of the Bonds.
(55) 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 5E hereof.
(56) Superior Bonds or Superior Securities: any bond or security
payable from the Tax Increment Revenues having a lien thereon superior or senior to the lien
thereon of the Bonds.
(57) Supplemental Act: the Supplemental Public Securities Act,
constituting Title 11, Article 57, Part 2, C.R.S.
(58) Tax Certificate: the Federal Tax Exemption Certificate delivered
by the City at the time of the issuance and delivery of the 2010B DDA-Tax-Exempt Bonds, as
the same may be amended or supplemented in accordance with its terms.
(59) 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.
(60) 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.
(61) 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.
(62) Tax Increment Revenues: all revenues derived in each Fiscal Year
from the levy 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 that
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) of the Downtown Development Authority Act, less any collection fees lawfully
6
PUBFQJ\I213653.2
payable to the City or Larimer 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.
(63) Transfer Agent: the Financial Officer of the City, or his
successors, acting as transfer agent for the Bonds.
(64) Trust Bank: a Commercial Bank which is authorized to exercise
and is exercising trust powers.
(65) 2004 Subordinate DDA Bonds: the City of Fort Collins, Colorado,
Downtown Development Authority Subordinate Tax increment Revenue Bonds, Series 2004A.
(66) 2007 Subordinate DDA Bonds: the City of Fort Collins, Colorado,
Downtown Development Authority Taxable Subordinate Tax Increment Revenue Bonds, Series
2007A.
(67) 2008 Subordinate DDA Bonds: the City of Fort Collins, Colorado,
Downtown Development Authority Taxable Subordinate Tax Increment Revenue Bonds, Series
2008A.
(68) 2006 Election: the election held in the City on Tuesday,
November 7, 2006.
(69) 2010A DDA Taxable Bonds: the City of Fort Collins, Colorado,
Downtown Development Authority Taxable Tax Increment Revenue Bonds, Series 2010A.
(70) 2010B DDA Tax-Exempt Bonds: the City of Fort Collins,
Colorado, Downtown Development Authority Tax-Exempt Tax Increment Revenue Bonds,
Series 2010B.
(71) 2010A DDA Taxable Bonds Project Account: the special fund
created and referred to in Section 5A hereof.
(72) 2010B DDA Tax-Exempt Bonds Project Account: the special fund
created and referred to in Section 5A hereof.
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.
7
PUBFIN\1213653.2
(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.
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 thirty (30) years beginning September 8,
1981. Pursuant to Ordinance No. 101, 2008, the City approved a twenty (20) year extension of
such period under the authority of Senate Bill 08-170.
B. 1982 Election. At the 1982 Election, a majority of the qualified electors
of the District authorized the City to issue bonds or other indebtedness in an amount not to
exceed $25,000,000 to finance capital improvements and capital projects within the parameters
of the Plan of Development of the Authority pursuant to the following ballot 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
8
PUBFIN\1213653.2
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.
C. 2006 Election. At the 2006 Election, a majority of the qualified electors
of the District authorized the City to issue bonds, notes, contracts or other financial obligations in
an amount not to exceed $150,000,000 to finance the costs of development projects to be
undertaken by or on behalf of the Authority pursuant to the following ballot question:
SHALL CITY OF FORT COLLINS DEBT BE INCREASED BY
NO MORE THAN $150,000,000 WITH A REPAYMENT COST
OF $250,000,000 FOR THE PURPOSE OF FINANCING THE
COSTS OF DEVELOPMENT PROJECTS TO BE
UNDERTAKEN BY OR ON BEHALF OF THE FORT COLLINS
DOWNTOWN DEVELOPMENT AUTHORITY PURSUANT TO
THE APPLICABLE PROVISIONS OF COLORADO LAW AND
THE FORT COLLINS DOWNTOWN DEVELOPMENT
AUTHORITY PLAN OF DEVELOPMENT, AS SUCH PLAN
MAY BE AMENDED FROM TIME TO TIME; SUCH DEBT
AND THE INTEREST THEREON TO BE PAYABLE SOLELY
FROM AND SECURED BY A PLEDGE OF THE SPECIAL
FUND OF THE CITY WHICH SHALL CONTAIN AD
VALOREM PROPERTY TAX INCREMENT REVENUES
LEVIED AND COLLECTED WITHIN THE BOUNDARIES OF
THE AUTHORITY; AND SHALL SUCH DEBT BE
EVIDENCED BY BONDS, NOTES, CONTRACTS OR OTHER
FINANCIAL OBLIGATIONS TO BE SOLD OVER TIME IN
ONE SERIES OR MORE FOR A PRICE ABOVE OR BELOW
THE PRINCIPAL AMOUNT THEREOF, ON SUCH TERMS
AND CONDITIONS, AND WITH SUCH MATURITIES AS
MAY BE PERMITTED BY LAW AND AS THE CITY
COUNCIL MAY DETERMINE, INCLUDING PROVISIONS
FOR REDEMPTION OF THE DEBT PRIOR TO MATURITY
WITH OR WITHOUT PAYMENT OF THE PREMIUM OF NOT
MORE THAN 3% OF THE PRINCIPAL AMOUNT SO
REDEEMED AND SHALL THE PROCEEDS FROM SUCH
DEBT AND ANY INVESTMENT INCOME EARNED FROM
SUCH PROCEEDS BE COLLECTED AND SPENT AS A
VOTER-APPROVED REVENUE CHANGE UNDER SECTION
20 OF ARTICLE X OF THE COLORADO CONSTITUTION?
9
PUBF[M1213653.2
D. Prior Bonds. The City has heretofore issued and sold the full $25 million
aggregate principal amount of bonds or other indebtedness authorized at the 1982 Election. The
City has heretofore issued and sold $11,576,000 aggregate principal amount of bonds or other
indebtedness pursuant to the authority conferred at the 2006 Election. Pursuant to Article X,
Section 20(4) of the State Constitution, bonds issued pursuant to the authority conferred at the
2006 Election may not be sold on terms which exceed their share of the maximum repayment
costs described in the 2006 ballot question or in the notice sent to voters. Pursuant to the ballot
issue notice provided to the electors in connection with the 2006 Election, the maximum annual
repayment cost of the indebtedness issued pursuant to the election question may not exceed
$17,000,000 and the total repayment cost of the debt issued pursuant to the election question
may not exceed $250,000,000.
E. Project. The City has need for and desires to acquire, construct, install and
finance the Project. The Council has determined, and does hereby determine, that it is necessary
and for the best interest of the City that the Bonds now be authorized to be issued and delivered,
and the City hereby determines to use the proceeds of the Bonds authorized by this Ordinance to
finance the Project and to pay the costs of issuance of the Bonds.
F. Authority. Pursuant to art. XX, §6 of the Colorado Constitution, Art. V,
Section 19.8 of the Charter, the Downtown Development Authority Act, and the Supplemental
Act, the City is authorized by Council action and pursuant to the 2006 Election to issue the
Bonds.
Section 3. The Bonds.
A. Authorization of Bonds; Supplemental Act.
(1) The Bonds are hereby authorized to be issued for the purpose of
financing the Project, funding the Reserve Requirement of the Bonds, and paying the costs of
issuance of the Bonds. The 2010A DDA Taxable Bonds, and the 2010B DDA Tax-Exempt
Bonds shall be issued in the respective aggregate principal amounts set forth in the Sale
Certificate.
(2) Section 11-57-204 of the Supplemental Act provides that a public
entity, including the City, may elect in an act of issuance to apply all or any of the provisions of
the Supplemental Act to such issuance. The Council hereby elects to apply all 'of the
Supplemental Act to the Bonds. The Bonds are issued under the authority of the Supplemental
Act and shall so recite. Pursuant to Section 11-57-210 C.R.S., such recital conclusively imparts
full compliance with all provisions of said sections, and the bonds issued containing such recital
shall be incontestable for any cause whatsoever after their delivery for value.
B. Dele ag tion. Pursuant to Section 11-57-205 of the Supplemental Act, the
Council hereby delegates to the Financial Officer or the Mayor the authority to execute the Bond
Purchase Agreement, and the Council hereby further delegates to the Financial Officer or the
Mayor the authority to independently make any determination delegable pursuant to Section 11-
57-205(1)(a-i) of the Supplemental Act, in relation to the Bonds, and to execute a Sale
Certificate setting forth such determinations, subject to the parameters and restrictions contained
10
PUBFIN\1213653:2
in Section 3C hereof. At the time the Financial Officer or the Mayor signs the Bond Purchase
Agreement, the Financial Officer or the Mayor shall also simultaneously execute the Sale.
Certificate. The delegation set forth in this Section 3B shall be effective through and including
December 31, 2010.
C. Authorization; Parameters. For the purpose of effecting the Project, the
City hereby authorizes the issuance of the Bonds. The Bonds shall be dated as of the date of
their delivery to the Purchaser and shall be in the form of fully registered Bonds. The Bonds
shall bear interest from their dated date to maturity or prior redemption and be sold to the
Purchaser, all as provided in the Sale Certificate; provided that:
(1) the aggregate principal amount of the 2010A DDA Taxable Bonds
shall not exceed $10,000,000.
(2) the aggregate principal amount of the 2010B DDA Tax-Exempt
Bonds shall not exceed $4,000,000.
(3) the initial per annum interest rate on the 2010A DDA Taxable
Bonds applicable from the date of issuance to December 1, 2015 shall not exceed 4.5% above the
United States 5-year Treasury Rate based on a 365/366-day year; and
(4) the initial per annum interest rate on the 2010B Tax-Exempt DDA
Bonds applicable from the date of issuance to December 1, 2015 shall not exceed 0.66 multiplied
by the following rate: ' 4.5% above the United States 5-year Treasury Rate based on a 365/366-
day year.
The rates described in Section 3C(3) and (4) above will be calculated on a date
prior to the issuance of the Bonds that is mutually agreeable to the City and the Purchaser.
D. Bond Details.
(1) Generally. The Bonds shall be issuable in fully registered form in
the denomination of $100,000 or any integral multiple of $5,000 in excess thereof. No Bond
shall be issued in any denomination larger than the aggregate principal amount maturing on the
Maturity Date of such Bond and bearing interest at the same interest rate, and no Bond shall be
made payable on more than one Maturity Date and no individual Bond shall be issued for more
than one Maturity Date and interest rate.
Pursuant to the recommendations of the Committee on Uniform- Security
Identification Procedures, CUSIP numbers may be printed on the Bonds.
The Bonds shall mature and bear interest as set forth in the Sale
Certificate.
Interest on the Bonds shall be payable on June 1, 2011 and semiannually
thereafter on the first day of December and the first day of June of each year.
11
PUBFIN\1213653 2
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
final principal payment of and final installments of interest on the Bonds 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, all other payments of principal and interest on the Bonds 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 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 shall be made or given on the next succeeding day that 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.
The Paying Agent may make payments of interest on any Bond by such
alternative means as may be mutually agreed to between the Owner of such Bond and the Paying
Agent. All such payments shall be made in lawful money of the United States of America,
without deduction for services of the Registrar or Paying Agent.
(2) Redemption. The Bonds maturing on or prior to December 1,
2015 shall not be subject to optional redemption prior to their respective Maturity Dates. The
Bonds maturing on and after December 1, 2016, are subject to redemption prior to their
respective Maturity Dates at the option of the City, in whole or in part, in integral multiples of
$5,000 from such maturities as are selected by the City, and if less than all of the Bonds of a
maturity are to be redeemed, by lot whether at maturity on December 1, 2015, or any date
thereafter at the following redemption prices (expressed as a percentage of the Bonds to be
redeemed)plus accrued interest thereon to the Redemption Date:
12
PUBF[M1213653 2
Dates (Inclusive) Redemption Price
12/1/2015 through 11/30/2016 102%
12/1/2016 through 11/30/2017 101%
12/1/2017 and thereafter 100%
In the event that the Bonds are issued as one single term bond, with a
mandatory sinking fund redemption schedule, as set forth in the Sale Certificate, and so long as
the Purchaser is the sole, registered Owner of the Bonds, the Purchaser shall not be required to
surrender the Bond to the Paying Agent to receive payment in connection with a mandatory
sinking fund redemption. Except in the case of a transfer of the Bonds, the Purchaser shall be
required to surrender the Bond to the Paying Agent only on the final maturity date of the Bond.
On each mandatory sinking fund redemption date, the Bond shall be partially redeemed by
payment to the Purchaser of the amount set forth in the mandatory sinking fund schedule in the
Bond and the Sale Certificate, and such redemption shall be noted by the Purchaser on the
payment panel attached to the Bond. By acceptance of the Bond, the Purchaser shall be deemed
to have agreed to make a notation on the Bond on-the prepayment panel attached thereto upon
the receipt of all mandatory sinking fund payments.
The Bonds may be redeemed in part if issued in denominations that are
integral multiples of $100,000, and any integral multiple of $5,000 in excess thereof. Such
Bonds shall be treated as representing a corresponding number of separate Bonds in the
denomination of$100,000 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 redemption date and that from and after such date
interest will cease to accrue. 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
respective Maturity Dates by call for prior redemption or otherwise shall not be reissued and
shall be cancelled the same as Bonds paid at or after maturity.
13
PUBFIM1213653.2
Notwithstanding the provisions of this section, any notice of optional,
redemption may contain a statement that the redemption is conditioned upon the receipt by the
Paying Agent of funds on or before the date fixed for'redemption sufficient to pay the
redemption price of the Bonds so called for redemption, and that if such funds are not available,
such redemption shall be cancelled by written notice to the Owners of the Bonds called for
redemption in the same manner as the original redemption notice was mailed.
(3) Interest Rates. The Bonds shall initially bear interest at the rate or
rates set forth in the Sale Certificate from the date of issuance to December 1, 2015. From
December 2, 2015 (the "Conversion Date") to their respective Maturity Dates, (a) the interest
rate on the 2010A DDA Taxable Bonds shall be converted to a new interest rate calculated by
the Financial Officer no more than thirty (30) days and no less than fifteen (15) days prior to the
Conversion Date as the rate on such calculation date that-is 4.5% above the United States 5-year
Treasury Rate based on a 365/366-day year, and (b) the interest rate on the 2010B DDA Tax-
Exempt Bonds shall be converted to a new interest rate calculated by the Financial Officer no
more than thirty (30) days and no less than fifteen (15) days prior to the Conversion Date as the
rate on such calculation date that is 0.66 multiplied by the following rate: 4.5% above the United
States 5-year Treasury Rate and based on a 365/366-day year. The City will notify Owners of
the Bonds by certified or registered first-class postage prepaid mail of the new interest rate on the
Bonds within ten (10) days of such calculations. The maximum net effective interest rate on the
Bonds shall not exceed 10.00% per annum.
(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. Initially, each Bond shall be registered in the
name of the Purchaser. 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 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 shall not be required to transfer ownership of any Bond during the
14
PUBFM1213653 2
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 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 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. Pursuant to § 11-57-
210, C.R.S., the Bonds shall also contain a recital that they are issued pursuant to the
Supplemental Act, which recital shall conclusively impart full compliance with all of the
provisions of the Supplemental Act, and all Bonds issued containing such recital shall be
incontestable for any cause whatsoever after their delivery for value.
(8) Form of Bonds. The Bonds shall be in substantially the following
form, with such omissions, insertions, endorsements and variations as may be required by the
circumstances, be required or permitted by this Ordinance, or necessary or appropriate to
conform to the rules and requirements of any governmental authority or any usage or
requirement of law with respect thereto:
15
PUBFINM1213653 2
[Form of Bond]
(Text of Face)
UNITED STATES OF AMERICA
STATE OF COLORADO COUNTY OF LARIMER
CITY OF FORT COLLINS, COLORADO
DOWNTOWN DEVELOPMENT AUTHORITY
[TAXABLE] [TAX-EXEMPT] TAX INCREMENT REVENUE BOND
SERIES [2010A] [2010B]
No. R- $
Interest Rate Maturity Original Date CUSIP
%* December 1, 2010
REGISTERED OWNER:
PRINCIPAL SUM: Thousand Dollars
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
June 1, 2011, or the first such date after the date hereof, whichever is later, in the manner
provided herein.
This Bond is one of an authorized series of Bonds issued pursuant to an
Ordinance of the City adopted on second reading on September 7, 2010 (the "Ordinance") and a
Sale Certificate (the "Sale Certificate") executed by the City's Financial Officer or the Mayor
prior to the delivery of the Bonds. This Bond bears interest, matures, is payable, is subject to
* Interest Rate applicable from the date of issuance until the earlier of the Maturity Date or December 1,
2015. From December 2, 2015 (the "Conversion Date") until a Maturity Date, this Interest Rate shall be
converted to a new Interest Rate calculated no more than thirty(30) days and no less than fifteen(15)days
prior to the Conversion Date as the rate on such calculation date that is [0.66 multiplied by the following
rate:]4.5%above the United States 5-year Treasury Rate and based on a 365/366-day year.
16
PUBFIN\1213653 2
redemption and is transferable as provided in the Ordinance and the Sale Certificate. To the
extent not defined herein, terms used herein are used as defined in the Ordinance.
Bonds maturing on or prior to December 1, 2015 are not subject to optional
redemption prior to their respective Maturity Dates. Bonds maturing on and after December 1,
2016, are subject to redemption prior to their respective Maturity Dates at the option of the City,
in whole or in part, in integral multiples of$5,000 from such maturities as are selected by the
City, and if less than all of the Bonds of a maturity are to be redeemed, by lot whether at maturity
on December 1, 2015, or any date thereafter at the following redemption prices (expressed as a
percentage of the Bonds to be redeemed) plus accrued interest thereon to the Redemption Date:
Dates (Inclusive) Redemption Price
12/1/2015 through 11/30/2016 102%
12/1/2016 through 11/30/2017 101%
12/1/2017 and thereafter 100%
[Add any additional redemption terms set forth in Sale Certificate.]
The Bonds may be redeemed in part if issued in denominations that are integral
multiples of$100,000, and any integral multiple of$5,000 in excess thereof. Such Bonds shall
be treated as representing a corresponding number of separate Bonds in the denomination of
$100,000 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. 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 respective Maturity Dates by call for prior redemption or otherwise shall
not be reissued and shall be cancelled the same as Bonds paid at or after maturity.
The principal of and interest on 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,
17
PUBFINM1213653.2
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. 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 that 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 and interest on this Bond is to be made solely from,
and as security for such payment there is pledged, pursuant to the Ordinance, special funds
designated as the Tax Increment Principal and Interest Account and the Tax Increment Reserve
Account and the pledged revenues described in the Ordinance in sums sufficient to pay when due
the principal of and interest on this Bond and any additional securities heretofore issued and
hereafter issued and payable from such pledged revenues on a parity with the Bonds.
Interest on this Bond is [not] excluded from gross income or alternative minimum
taxable income under federal income tax laws in effect on the date of delivery of this Bond. [For
the purpose of Section 265(b)(3)(B) of the Code, the City hereby designates this Bond as a
qualified tax-exempt obligation.]
It is hereby recited, certified and warranted that for the payment of the principal
of and interest on 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 and interest on 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 lien (but not necessarily an exclusive lien) upon the
pledged revenues. At the time of issuance of the Bonds, no bonds are outstanding that have a
lien on the pledged revenues on a parity with the lien of the Bonds. Additional bonds and other
types of securities, subject to certain conditions, may be issued and made payable from the
pledged revenues having a lien thereon on a parity with the lien of the Bonds in accordance with
18
PUBFIN\I213653.2
the provisions of the Ordinance. No bonds or other types of securities having a lien on the
pledged revenues superior and senior to the lien of the Bonds may be issued. Except as
otherwise expressly provided in this Bond and the Ordinance, the pledged revenues are 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
improvements and 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 November 7, 2006, and the Ordinance duly adopted prior to the issuance of
this Bond. The Bonds are also issued pursuant to Title 11, Article 57, Part 2, C.R.S. (the
"Supplemental Act'). Pursuant to Section 11-57-210 of the Supplemental Act, this recital shall
be conclusive evidence of the validity and the regularity of the issuance of the Bonds after their
delivery for value.
Reference is hereby made to the Ordinance and the Sale Certificate, 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, the bonds that are currently outstanding and that
have a subordinate lien on the pledged revenues, 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 and interest on, 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 and interest on 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 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.
19
PUBFIN\1213653 L
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 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 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 and interest on
this Bond and for all other purposes, and all such payments so made to such person or entity 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.
This Bond is a special and limited obligation of the City payable solely out of and
secured by a pledge (but not necessarily an exclusive 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 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.
20
PUBMA1213653.2
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, and to be attested with the
facsimile or manual signature of the City Clerk of the City.
CITY OF FORT COLLINS, COLORADO
(CITY) By: (Facsimile or Manual Signature)
(SEAL) Mayor
ATTEST:
(Facsimile or Manual Signature)
City Clerk
21
PUBFIN\12136532
l
CERTIFICATE OF AUTHENTICATION
This Bond is issued pursuant to the Ordinance herein described.
FINANCIAL OFFICER OF THE CITY
as registrar
(Manual Signature)
Dated:
22
PUBFM1213653 2
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
JT TEN - as joint tenants with the right of
survivorship and not as tenants in
common
UNIF TRANS MIN ACT - Custodian
(Gust) (Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not on the above list.
23
PUBFINV213653.2
[(Form of Payment Panel)]
The following installments of principal (or portions thereof) of this Bond have
been prepaid in accordance with the terms of the Ordinance authorizing the issuance of this
Bond.
Date of Principal Signature of
Payment Paid Registered Owner
[End of Form of Payment Panel]
24
PUBFIN\1213653.2
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)
F
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 by a member of the Medallion Signature Program:
(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]
25
PUBFM1213653.2
E. Bonds Equally Secured. The covenants and agreements herein set forth to
be performed by the City shall be for the equal benefit, protection and security of the Owners of
the Bonds, any Additional Parity Bonds and any other Parity Securities then Outstanding, 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, any Additional Parity Bonds and any
other Parity Securities then Outstanding, over any other thereof, except as otherwise expressly
provided in or pursuant to this Ordinance.
F. Financial Obligations. All of the Bonds, as to all Debt Service
Requirements thereof, shall be payable solely out of the Pledged Revenues and the funds and
accounts pledged hereunder. 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. Award of Bonds. In accordance with the provisions of the Supplemental
Act and Section 3C hereof, and subject to the limitations set forth in Section 3C hereof, the
Financial Officer or the Mayor shall each have the independent authority to sign the Bond
Purchase Agreement. Such delegation shall be effective through and including December 31,
2010.
B. Delivery. After the Bonds have been duly executed, authenticated and
registered as provided herein, the Financial Officer shall cause the Bonds to be delivered to the
Purchaser upon receipt of the agreed purchase price.
C. Approval of Bond Purchase Agreement and Investment Letter. The
Council hereby approves the forms of the Bond Purchase Agreement and Investment Letter that
are 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 of Bond 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 Rebate Fund and the Subordinate
Bonds Debt. Service Account) are hereby pledged to secure the payment of the Debt Service
Requirements of the Bonds, which pledge is subject to the provisions herein relating to the
Rebate Fund and to the application of the Pledged Revenues for the payment of Debt Service
26
PUBFIN\1213653.2
Requirements of Parity Securities. This 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 pledged,
shall immediately be subject to the lien of this pledge without any physical delivery thereof, any
filing, or further act. The creation, perfection, enforcement, and priority of the pledge of
revenues to secure or pay the Bonds as provided herein shall be governed by § 11-57-208 of the
Supplemental Act and this Ordinance. The lien of such pledge on the revenues pledged for
payment of the Bonds and the obligation to perform the contractual provisions made herein shall
have priority over any or all other obligations and liabilities of the City (except as herein
otherwise expressly provided), and the lien of this 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. Upon the issuance of the Bonds, there
shall be deposited (a) in the Costs of Issuance Account hereby created within the Development
and Expense Fund from the proceeds of the Bonds an amount equal to the Costs of Issuance of
the Bonds, (b) in the Tax Increment Reserve Account created within the Tax Increment Fund an
amount set forth in the Sale Certificate representing the Reserve Requirement and (c) in the
Development and Expense Fund the amounts designated in the Sale Certificate to be deposited in
the 2010A DDA Taxable Bonds Project Account and 2010B DDA Tax-Exempt Project Account
hereby created within the Development and Expense Fund to be used and paid from time to time
solely for the purpose of paying the Costs of the Project for the respective series of Bonds. If
any amounts remain on deposit in the Costs of Issuance Account after payment of all the Costs
of Issuance of the Bonds or any proceeds of the Bonds remain in the Development or Expense
Fund after payment in full of the Cost of the Project, such amounts shall be transferred to the Tax
Increment Fund to be used in accordance with Section 5B hereof. Nothing herein shall preclude
payment of Costs of Issuance from the Tax Increment Fund, if necessary.
B. Disposition of Pledged Revenues. For so long as any of the Bonds shall
be Outstanding, as to any Debt Service Requirements, except as otherwise provided herein, the
Pledged 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, the Tax Increment Principal and Interest Account to pay any
Debt Service Requirements of Bonds, any Parity Securities and any Additional Parity Bonds 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,
(3) Third, to the Subordinate Bonds Debt Service Account to pay the
Debt Service Requirements of the Subordinate Bonds in accordance with Section 5E hereof, and
(4) Fourth, to be used in the manner set forth in Section 5G hereof.
27
PUBFIN\1213653.2
C. Tax Increment Principal and Interest Account Payments. The City shall
deposit in the Tax Increment Principal and Interest Account from the Pledged Revenues an
amount sufficient to pay all the Debt Service Requirements due or to become due during the
current Bond Year on all Bonds, Parity Securities and any Additional Parity Bonds.
D. Tax Increment Reserve Account Payments. After the payments required
by Section 5C have been made, the City shall deposit in the Tax Increment Reserve Account the
amounts, if any, required to maintain the Reserve Requirement and such other amounts, if any,
required by the ordinances authorizing Parity Securities or any Additional Parity Bonds. The
Tax Increment Reserve Account shall be funded at the times and in the manner specified in this
Ordinance and any such other ordinances and funds on deposit therein shall be utilized as set
forth in this Ordinance and in any such other ordinances.
Amounts on deposit in the Tax Increment Reserve Account shall be maintained as
a continuing reserve for the payment of the Debt Service Requirements of the Bonds and any
Parity Securities to which the Tax Increment Reserve Account is pledged.
Except as hereinafter provided, 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, then
there shall be paid into the Tax Increment Principal and Interest Account at such time from the
Tax Increment Reserve Account an amount equal to the difference between that paid from the
Pledged Revenues and the full amount so stipulated. The money so used shall be replaced to the
Tax Increment Reserve Account from the first Pledged Revenues thereafter received and not
required to be otherwise applied by Section 5C hereof.
Nothing in this Ordinance shall be construed as limiting the right of the City, with
the written consent of the Purchaser, to substitute for any cash deposit required to be maintained
hereunder a bond reserve insurance policy, letter of credit, surety bond, 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. Any such
credit instrument shall be deposited with the Paying Agent, which shall ascertain the necessity
for a claim against or draw upon the credit instrument and provide notice to the issuer of such
credit instrument in accordance with its terms not later than three (3) days (or such longer period
as may be necessary, depending on the permitted time period for honoring claims or draws
thereunder) prior to each Interest Payment Date. If a letter of credit is substituted for the cash
deposit required to be maintained hereunder, the Paying Agent shall draw upon such letter of
credit not later than two (2) weeks prior to its expiration or termination unless an alternate credit
instrument conforming with the provisions hereof has been substituted therefor or the amount
otherwise required to be maintained hereunder is on deposit in the Tax Increment Reserve
Account.
E. Subordinate Bonds Debt Service Account Payments. After the payments
required by Section 5C and 5D 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 Subordinate Bonds; 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 Outstanding Bonds as herein provided.
28
PUBFM1213653.2
F. Rebate Fund. The Financial Officer shall transfer into and,pay from the
Rebate Fund hereby created the amount of required arbitrage rebate, if any, due to the federal
government under Sections 103 and 148(f)(2) of the Tax Code and the regulations thereunder.
The Financial Officer shall determine such amounts in the manner required by said sections and
related regulations. Transfer of the required arbitrage rebate amounts shall be made from the
Tax Increment Principal and Interest Account and the Tax Increment Reserve Account, provided, .
however, that required arbitrage rebate payments shall be made to the federal government from
legally available funds regardless of whether there are any remaining proceeds or other funds
attributable to the Bonds that are available for the purpose.
All amounts in the Rebate Fund, including income earned from investment
thereof, shall be held by the Financial Officer free and clear of any lien created by this
Ordinance, and the Financial Officer shall pay over to the federal government from time to time
as the Financial Officer shall determine provided that the Financial Officer shall so pay over to
the federal government not less frequently than once each five (5) years after the date of issuance
of the Bonds, an amount equal to ninety percent (90%) of the required arbitrage rebate amount
earned during such period (and not theretofore paid to the federal government) and not later than
sixty(60) days after the redemption of the last Bond, one hundred percent (100%) of the required
arbitrage rebate amount.
G. Use of Remaining Revenues. After the payments required to be made by
Sections 5C through 5F hereof have been made or provided for in any Bond Year and provided
the City shall not be in default on making any payments required by Section 5 hereof, any
remaining Pledged Revenues may be used for any one or any combination of purposes allowed
by State law, including the Downtown Development Authority Act, as the City may from time to
time determine.
H. Termination of Deposits. No payment need be made into the Tax
Increment Principal and Interest Account or the Tax Increment Reserve Account if the amount of
cash and Permitted Investments in the Tax Increment Principal and Interest Account and the Tax
Increment Reserve Account is at least equal to the entire amount of the Outstanding Bonds and
any Outstanding Additional Parity Bonds and Parity Securities, as to all Debt Service
Requirements, to their respective Maturity Dates or to any Redemption Dates on which the City
shall have exercised or shall have obligated itself to exercise its option to redeem, prior to their
respective Maturity Dates, any Bonds, any Additional Parity Bonds and any other Parity
Securities then Outstanding and thereafter maturing (provided that, solely for the purpose of this
Section 5H, there shall be deemed to be a credit to the Tax Increment Principal and Interest
Account, any cash or Permitted Investments 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 Bonds,
any Additional Parity Bonds or any other Parity Securities), in which case cash or Permitted
Investments in the Tax Increment Principal and Interest Account in an amount, except for any
known interest or other gain to accrue from any investment or deposit of moneys 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, 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.
29
PUBFIN\1213653 2
I. Budget and Appropriation of Sums. The sums required to make the
payments specified in this Section 5 are hereby appropriated for the purposes, and the amounts
so required to make the payments specified in this Section in each year shall be included in the
budget and the 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.
Section 6. General Administration of Funds and Accounts.
A. Places and Times of Deposits. Each of the special funds or accounts
created or 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, the Tax Increment Fund and the Subordinate Bonds Debt Service Account may
be deposited, invested, or reinvested 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. Interest and profit realized from investments in the Tax
Increment Reserve Account shall be credited to the Tax Increment Reserve Account, provided
that, so long as the amount in the Tax Increment Reserve Account equals the Reserve
Requirement, such interest and profit may be transferred to the Tax Increment Principal and
Interest Account and distributed in the same manner as other moneys in the Tax Increment
Principal and Interest Account. Any loss resulting from investments in the Tax Increment
Reserve Account shall be charged to the Tax Increment Reserve Account. Permitted
Investments shall be valued by the Financial Officer at the lower of the cost or the market price,
exclusive of accrued interest. With respect to all funds and accounts (except defeasance escrows
and except as otherwise provided in the Tax Certificate with respect to the Rebate Fund),
valuation shall occur quarterly. If on any valuation date the market value of investments in the
30
PUBFIN\12136532
Tax Increment Reserve Account is less than the Reserve Requirement due to market fluctuations,
the deficiency shall be remedied no later than the next quarterly valuation date. The City shall
present for redemption or sale on the prevailing market any 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.
The City shall not invest any moneys accounted for hereunder if any such investment would
contravene the covenant contained in Section 8N hereof.
C. No Liability for Losses Incurred in Performing 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 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 Securities.
A. Lien on Pledged Revenues. Except as expressly provided in this
Ordinance with respect to the issuance of Additional Parity Bonds, other Parity Securities and
Subordinate Bonds, the Pledged Revenues shall be and hereby are irrevocably pledged and set
aside to pay the Debt Service Requirements of the Bonds. The Bonds constitute an irrevocable
lien (but not necessarily an exclusive lien) upon the Pledged,Revenues. The Bonds, any Parity
Securities and any Additional Parity Bonds authorized to be issued and from time to time
Outstanding are equitably and ratably secured by a lien on the Pledged Revenues 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 Parity Securities and any Additional Parity Bonds, it
being the intention of the Council that there shall be no priority among the Bonds, any Parity
Securities and any Additional Parity Bonds, regardless of the fact that they may be actually
issued and delivered at different times.
B. Issuance of Additional Parity Bonds. Nothing herein prevents the
issuance by the City of Additional Parity Bonds payable from the Pledged Revenues and
constituting a lien on the Pledged Revenues on a parity with, but not prior or superior to, the lien
thereon of the Bonds; but before any such Additional Parity Bonds are authorized or actually
issued the following conditions shall be satisfied:
31
PUBFIN\1213653.2
(1) Absence of Payment Default. At the time of the issuance of the
Additional Parity Bonds, the City shall not be in default in making any payments required by
Section 5 hereof
(2) Historic Revenues Tests. Except as hereinafter provided in the
case of Additional Parity Bonds issued for the purpose of refunding less than all of the Bonds
and other Parity Securities then Outstanding, the Pledged Revenues for the last complete Fiscal
Year or twelve full consecutive calendar months prior to the issuance of the proposed Additional
Parity Bonds, as certified by an Independent Accountant or the Financial Officer, must have been
equal to at least one hundred thirty-five percent (135%) of the Combined Maximum Annual Debt
Service Requirements of the Bonds then Outstanding, any Additional Parity Bonds then
Outstanding, and the Additional Parity Bonds proposed to be issued plus one hundred percent
(100%) of all policy costs attributable to any bond insurance policy and bond reserve insurance
policy and other similar amounts then due and owing. For purposes of this Section 7B(2), when
computing the Maximum Annual Debt Service Requirements for the Bonds, it shall be assumed
that any such Bonds Outstanding at the time of the computation will bear interest during any
period at the highest of(a) the actual rate on the date of calculation, (b) if the Bonds have been
Outstanding for at least twelve (12) months, the average rate of the Bonds over the twelve (12)
months immediately preceding the date of calculation, and (c) (i) if interest on the Outstanding
2010A DDA Taxable Bonds, a rate calculated within sixty (60) days prior to the proposed
issuance of Additional Parity Bonds at 4.5% above the United States 5-year Treasury Rate based
on a 365/366-day year or (ii) if interest on the Outstanding 2010B DDA Tax-Exempt Bonds, a
rate calculated within sixty (60) days prior to the proposed issuance of Additional Parity Bonds
at 0.66 multiplied by the following rate: 4.5% above the United States Treasury Rate based on a
365/366-day year. For purposes of this Section 7B(2), when computing the Maximum Annual
Debt Service Requirements for any other issue of securities bearing interest at a variable,
adjustable, convertible or other similar rate that is not fixed for the entire term thereof, it shall be
assumed that any such Securities Outstanding at the time of the computation will bear interest
during any period at the highest of (a) the actual rate on the date of calculation, or if the
Securities are not yet outstanding, the initial rate (if established and binding), (b) if the Securities
have been outstanding for at least twelve (12) months, the average rate over the twelve (12)
months immediately preceding the date of calculation, and (c) (i) if interest on the Securities is
excludable from gross income under the applicable provisions of the Tax Code, the average of
the SIFMA Index during the preceding twelve (12) months plus one hundred (100) basis points,
or (ii) if interest is not so excludable, the interest rate on direct Federal Securities with
comparable maturities plus fifty (50) basis points. It shall further be assumed that any such
Securities which may be tendered prior to maturity for purchase at the option of the Owner
thereof will mature on their stated Maturity Dates or mandatory Redemption Dates. The City
shall be permitted to treat any fixed rate payable on an interest rate exchange agreement or
"swap" contract as the interest rate on any such issue of Securities if the counterparty to such
agreement or contract has unconditionally agreed to pay all interest due on such Securities. In
the case of Additional Parity Bonds issued for the purpose of refunding less than all of the Bonds
and other Parity Securities then Outstanding, compliance with this Section 7B(2) shall not be
required so long as the Debt Service Requirements payable on the Bonds and all other Parity
Securities Outstanding after the issuance of such Additional Parity Bonds during each Bond Year
does not exceed the Debt Service Requirements payable on the Bonds and all other Parity
Securities Outstanding prior to the issuance of such Additional Parity Bonds in each Bond Year.
32
PUBFIN\1213653 2
(3) Adequate Reserves. If the Tax Increment Reserve Account is to be
pledged to the payment of the Debt Service Requirements of such Additional Parity Bonds, the
Tax Increment Reserve Account shall be fully funded in accordance with Section 5D hereof, and
the proceedings under which any such Additional Parity Bonds are issued must provide for the
deposit of moneys to the Tax Increment Reserve Account on substantially the same terms as
provided in Section 5D hereof and contain a covenant by the City to maintain the Tax Increment
Reserve Account in an amount equal to the Reserve Requirement. The proceedings under which
any such Additional Parity Bonds are issued may also provide for the deposit of moneys to a
debt service reserve fund (other than Tax Increment Reserve Account) established and
maintained for such Additional Parity Bonds. Any such debt service reserve fund shall have a
claim to the Pledged Revenues equal to and on a parity with that of the Tax Increment Reserve
Account.
C. Certification of Revenues. Where certifications of revenues are required
by this Ordinance, the specified and required written certifications of an Independent Accountant
or the Financial Officer that revenues are sufficient to pay the required amounts shall be
conclusively presumed to be accurate in determining the right of the City to authorize issue, sell
and deliver Additional Parity Bonds; provided that the Purchaser shall be given the written
proposed certification prior to issuance of Additional Parity Bonds and shall have ten (10) days
to establish any clear error in the underlying calculations.
D. Issuance of Superior Bonds or Superior Securities Prohibited. The City is
prohibited from issuing Superior Bonds or Superior Securities payable from Pledged Revenues
having a lien thereon superior or senior to the lien thereon of the Bonds.
E. Issuance of Subordinate Securities Permitted. The City may issue
Subordinate Bonds or Subordinate Securities payable from the Pledged Revenues having a lien
thereon subordinate or junior to the lien thereon of the Bonds.
F. . Action by Council. Additional Parity Bonds, Subordinate Bonds and
Subordinate Securities shall be issued only after authorization thereof by ordinance,
supplemental ordinance or other instrument of the Council.
Section 8. Covenants.
The City hereby particularly covenants and agrees with the Owners of the Bonds
from time to time, and makes provisions that 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 or unilaterally agree to reduce the size of the District in any manner
that would materially diminish the .Tax Increment Revenues without the Purchaser's written
consent. Materiality for purposes of the preceding sentence only is any change that would
cumulatively, together with other unilateral reductions made since the issuance of the Bonds
33
PUBFIN\1213653.2
decreases the aggregate assessed valuation within the District by 1% or more. The City
covenants to provide notice to the Purchaser of any proposed reduction in size of the District at
least thirty (30) days prior to the effective date of such reduction with a calculation reflecting
whether such reduction would be material.
(2) The City shall continue to collect the Tax Increment Revenues in
accordance with the Downtown 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 any 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 that 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 that would diminish or impair the Pledged Revenues.
Except as permitted in this Ordinance, the City has not pledged the Pledged
Revenues in any manner that 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.
D. Contractual Obligations. 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 intended so to be, or that the City may hereafter become bound to
pledge, or as may be reasonable and required to carry out the purposes of this Ordinance. The
34
PUBFIN\1213653 2
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, the Supplemental Act 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 cause the Authority to 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. Within 30
days of the end of each calendar quarter and within 60 days of the end of each calendar year, the
City will cause the Authority to account to the Purchaser at the expense of the Authority for all
revenues, expenditures and balances in the funds and accounts referred to in Section 5 hereof for
such prior periods. The City shall also provide to the Purchaser a copy of the City's audited
Comprehensive Annual Financial Report within 30 days of such document being finalized. If
the City is unable to comply with this Section 8G within such periods, such periods shall be
extended so long as compliance is begun within such periods and diligently pursued. The City
shall also cause representatives of the Authority to meet with representatives of the Purchaser to
discuss financial matters affecting the Authority and Pledged Revenues upon the reasonable
request of the Purchaser.
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. 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.
J. 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 funds and accounts are
hereby pledged, solely for the purposes specified herein.
K. 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.
35
PUBFIN\1213653.2
L. 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. .-
M. 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.
N. Tax Covenant. The City covenant for the benefit of the registered owners
of the 2010B DDA Tax-Exempt Bonds that they will not take any action or omit to take any
action with respect to the 2010B DDA Tax-Exempt Bonds, the proceeds thereof, any other funds
of the City or any facilities financed or refinanced with the proceeds of the 2010B DDA Tax-
Exempt Bonds if such action or omission (i) would cause the interest on the 2010 DDA Tax-
Exempt Bonds to lose its exclusion from gross income for federal income tax purposes under
Section 103 of the Tax Code, (ii) would cause interest on the 2010B DDA Tax-Exempt Bonds to
lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the
Tax Code, or (iii) would cause interest on the 2010B DDA Tax-Exempt Bonds to lose its
exclusion from Colorado taxable income or Colorado alternative minimum taxable income under
present Colorado law.
The foregoing covenant shall remain in full force and effect notwithstanding the
payment in full or defeasance of the 2010B DDA Tax-Exempt Bonds until the date on which all
obligations of the City in fulfilling the above covenant under the Tax Code and Colorado law
have been met. Notwithstanding any provision of this Section, if the City shall obtain an opinion
of nationally recognized bond counsel that any specified action required under this Section is no
longer required or that some further or different action is required to maintain the tax-exempt
status of interest on the 2010B DDA Tax-Exempt Bonds, the City, as the case may be, may
conclusively rely on such opinion in complying with the requirements of this Section, and the
covenants hereunder shall be deemed to be modified to that extent.
For the purpose of Section 265(b)(3)(B) of the Code, the City hereby designates
the 2010B DDA Tax-Exempt Bonds as qualified tax-exempt obligations.
O. Notice of Default. To the extent the City becomes aware of a default
under .this Ordinance or the Bonds, it shall provide prompt written notice thereof to the
Purchaser.
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
36
PUBFRJ\1213653 2
exercise its option to redeem Bonds prior to their respective Maturity Dates. 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. In the case of the 2010A DDA Taxable
Bonds, the City is obligated to contribute additional securities or monies to the escrow or trust if
necessary to provide sufficient amounts to satisfy the payment obligations on the 2010A DDA
Taxable Bonds. Nothing herein shall be 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) Nonpayment of Principal. Payment of the principal of any of the
Bonds 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 of interest 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 of Duties. 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.
37
PUBFIN\I2I3653 2
B. Remedies for Defaults. Upon the happening and continuance of any Event
of Default, the Owner or Owners of not less than ten percent (10%) 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 that 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 Parity 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, 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 l0A 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 in 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 5E 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 10D provided, the Owner or Owners of not less than ten percent (10%) in principal
38
PUBFIN\1213653.2
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
that 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 by.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 sworn 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 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
39
PUBFIN\1213653.2
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. Warranty Issuance of Bonds. Any of the 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 of Bond 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 of the 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 that do not in the opinion
of nationally recognized bond counsel materially adversely affect the interests of the Owners of
the Bonds.
Whenever the Council amends or modifies this Ordinance under the provisions of
this Section IIA, the City shall give written notice to the Purchaser of such amendment or
modification within thirty (30) days thereof.
B. Amendment of Ordinance Requiring Consent of Bond Owners. Exclusive
of the amendatory ordinances covered by Section I IA 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%) in aggregate principal amount of the Bonds Outstanding at the time of the adoption of
40
PUBFIN\1213653.2
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) Changing 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; or
(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, that 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 I I 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 and shall be provided to the Purchaser at least forty-five (45) days
prior to the proposed effective date of the amendment or modification.
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 I 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 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
41
PUBFIN\I2136532
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 Parity 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 I IC hereof, and
no notice to Owners of Bonds shall be required as provided in Section I I hereof, 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 I I 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 any Person executing such instrument, and the date of his registering the same may be proved
as provided by Section l0E hereof.
42
PUBFIM1213653.2
Section 12. Miscellaneous.
A. The Bonds shall be sold to the Purchaser upon the terms, conditions, and
provisions set forth in the Sale Certificate. The Financial Officer shall have the independent
authority pursuant to the Supplemental Act to accept the proposal of the Purchaser to purchase
the Bonds, to execute the Bond Purchase Agreement in accordance with such proposal, and to
execute the Sale Certificate in connection therewith, subject to the parameters and restrictions
contained in this Ordinance. _
B. The Financial Officer and all other appropriate officers or employees of
the City are authorized and directed to take all action necessary or appropriate to effectuate the
provisions of this Ordinance, including without limiting the generality of the foregoing,
executing, attesting, authenticating and delivering for and on behalf of the City any and all
necessary documents, instruments or certificates and performing all other acts that they deem
necessary or appropriate.
C. It shall be ttie duty of the proper officers of the City to hereafter take all
action necessary for the City to comply with the provisions of this Ordinance, as hereafter
amended and supplemented from time to time.
D. Charter. Pursuant to Article XX of the State Constitution and the Charter,
all State statutes that might otherwise apply in connection with the provisions of this Ordinance,
including but not limited to the issuance of the Bonds and the use of the Pledged Revenues and
the moneys on deposit in funds and accounts referred to herein, are hereby superseded to the
extent of any inconsistencies between the provisions of this Ordinance and such statutes. Any
such inconsistency is intended by the Council and shall be deemed made pursuant to the Charter.
E. Tax Advice. Any express or implicit tax advice provided in this
Ordinance cannot be used by any taxpayer to avoid penalties that may be imposed on any
taxpayer by the Internal Revenue Service.
F. 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.
G. 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.
H. 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
43
PUBFrN\1213653.2
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.
I. 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:r
(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 signing of the Bond Purchase Agreement;
(c) The tenure and identity of the officials of the City;
(d) If in accordance with fact, the absence of pending litigation
affecting the validity of the Bonds;
(e) That portion of the Bonds that are authorized pursuant to
the authority conferred at the 2006 Election; and
(f) The delivery of the Bonds and the receipt of the Bond
purchase price.
J. 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.
K. 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
'44
PUBFIM1213653 2
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.
Notwithstanding the foregoing or any other provisions of this Ordinance, any
provisions in this Ordinance granting rights, remedies or claims to the Purchaser or any
covenants, promises or agreements contained herein for the benefit of the Purchaser shall be
effective only so long as the Purchaser is the sole owner 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.
L. Facsimile Signatures. Pursuant to the Uniform Facsimile Signature of
Public Officials Act, part 1 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.
M. 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, satisfied or discharged, as herein.provided.
N. Ratification. All actions not inconsistent with the provisions of this
Ordinance heretofore taken by the City or its officers, and otherwise by the City directed toward
the pledging of the Tax Increment Revenues,.the construction, acquisition or installation of the
Project, the issuance and delivery of the Bonds and sale thereof to the Purchaser are hereby
ratified, approved and confirmed.
O. 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.
P. 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.
45
PUBFINM1213653 2
Q. Limitation of Actions. Pursuant to § 11-57-212 of the Supplemental Act,
no legal or equitable action brought with respect to any legislative acts or proceedings of the City
in connection with the authorization or issuance of the Bonds, including but not limited to the
adoption of this Ordinance, shall be commenced more than thirty days after the authorization of
the Bonds.
R. Governing Law. This Ordinance shall be governed by and construed in
accordance with the laws of the State of Colorado.
46
PUBFIN\1213653.2
Introduced, considered favorably on first reading, and ordered published this 17th day of
August, A.D. 2010, and to be presented for final passage on the 7th day of September, A.D.
2010.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading on the 7th day of September, A.D. 2010.
Mayor
ATTEST:
City Clerk
47
PUBFIN\12136532
STATE OF COLORADO )
COUNTY OF LARIMER ) ss.
CITY OF FORT COLLINS )
1, Wanda M. Krajicek, City Clerk of the City of Fort Collins, Colorado (the
"City"), do hereby certify the following:
l. The attached copy of Ordinance No. 090, 2010 (the "Ordinance") is a true,
correct and complete copy thereof.
2. The Ordinance was introduced, read, and approved on first reading by the
City Council (the "Council") at a regular meeting of the Council held at Council Chambers, City
Hall, 300 West LaPorte Avenue, Fort Collins, Colorado, the regular meeting place thereof, on
Tuesday, the 17th day of August, 2010, by the members of the Council as follows:
Name "Yes" "No" Absent
Doug Hutchinson, Mayor
Kelly Ohlson, Mayor Pro
Tern
Aislinn Kottwitz
Ben Manvel
Lisa Poppaw
David Roy
Wade Troxell
3. The Ordinance was duly published in full at least seven days before its
final passage on the City's official internet web site. In addition, the Ordinance was duly
published by number and title only, together with a statement that the text thereof was available
for public inspection and acquisition in the office of the City Clerk of the City and on the City's
internet web site, in The Coloradoan, a newspaper of general circulation published in the City in
its issue of August 22, 2010 as evidenced by the certificates of the publisher attached hereto as
Exhibit A. Both publications contained a notice giving the date when the Ordinance would be
presented for final passage.
4. The Ordinance was read and finally passed, without amendment, on
second reading by the Council at a meeting thereof held concurrently with a regular meeting of
the Council held at Council Chambers, City Hall, 300 West LaPorte Avenue, Fort Collins,
Colorado, the regular meeting place thereof, on Tuesday, the 7th day of September 2010, by the
members of the Council as follows:
48
PUBFIM1213653 2
Name "Yes" "No" Absent
Doug Hutchinson, Mayor
Kelly Ohlson, Mayor Pro
Tern
Aislinn Kottwitz
Ben Manvel
Lisa Poppaw
David Roy
Wade Troxell
5. Following its final passage, the Ordinance was duly published in full on
the City's official internet web site within seven days following its final passage. In addition, a
notice of the final passage of the Ordinance was duly published in The Coloradoan, a newspaper
of general circulation published in the City, in its issue of September 12, 2010, as evidenced by
the certificate of the publisher attached hereto as Exhibit B.
6. A true copy of the Ordinance has been authenticated by the signatures of
the Mayor of the City and myself as City Clerk thereof,,sealed with the seal of the City, and
numbered and recorded in a book marked "Ordinance Record" kept for that purpose in my
office.
IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the City
of Fort Collins, Colorado, this day of 2010.
City Clerk
(CITY SEAL) City of Fort Collins, Colorado
49
PUBFIM1213653-2
Exhibit A
(Attach certificate of publication of Ordinance after first reading)
1
A-1
PUBF[M12136532
Exhibit B
(Attach certificate of publication of Ordinance after final passage)
B-1
PUBFM1213653 2
ORDINANCE NO. 091, 2010
OF THE COUNCIL OF THE CITY OF FORT COLLINS
APPROPRIATING PROCEEDS FROM THE ISSUANCE OF CITY OF FORT COLLINS,
COLORADO, DOWNTOWN DEVELOPMENT AUTHORITY TAXABLE TAX
INCREMENT REVENUE BONDS, SERIES 2010A AND TAX-EXEMPT TAX INCREMENT
REVENUE BONDS, SERIES 2010B, FOR THE PURPOSE OF MAKING CERTAIN
CAPITAL IMPROVEMENTS, CAPITAL PROJECTS AND DEVELOPMENT PROJECTS
WITHIN THE DOWNTOWN AREA OF FORT COLLINS
WHEREAS, on April 21, 1981, the City Council adopted Ordinance No. 046, 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,on November 7,2006,an election was held and electors approved the issuance
by the City of up to $150,000,000 in tax increment obligations to finance the costs of development
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. 090, 2010, as approved by the City
Council this same date; and
WHEREAS,through the adoption of Ordinance No. 090,2010,the City Council authorized
the issuance of the City of Fort Collins,Colorado,Downtown Development Authority Taxable Tax
Increment Revenue Bonds, Series 2010A and Tax-Exempt Tax Increment Revenue Bonds,Series
2010B (the"Bonds"), in the maximum aggregate principal amount $14,000,000; and
WHEREAS, the issuance of the Bonds, and the appropriation of the proceeds thereof, are
necessary to complete the.construction of certain capital improvements, capital projects and
development projects in the downtown area of the City; and
WHEREAS, Article V, Section 9, of the City Charter 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.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS 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
Operating Fund in the maximum aggregate amount of FOURTEEN MILLION DOLLARS
($14,000,000) to be used, as defined in the attached Exhibit A.
Introduced, considered favorably on first reading, and ordered published this 17th day of
August, A.D. 2010, and to be presented for final passage on the 7th day of September, A.D. 2010.
Mayor '
ATTEST:
City Clerk
Passed and adopted on final reading on the 7th day of September, A.D. 2010.
Mayor
ATTEST:
City Clerk
EXHIBIT A
EXISTING COMMITMENTS
Art in Action: Old Town Square 2010 $66,700
Beet Street-4th Year Funding 500,000
Brendle Group Up to 108,000
City Drug Building Up to 100,000
Downtown River District Improvements 500,000
Flats at the Oval Up to 1,148,781
Fort Collins Brewery Up to 539,918
Funding of Downtown Police Officer 226,545
Holiday Lights 2010-2011 35,000
Holiday Lights 2010-2012: City's Portion 60,000
Lincoln Center Acoustical Upgrades 621,855
Lincoln Center Intergovernmental Agreement Up to 165,827
Odell Brewery Expansion 378,142
Old Town Square Ice Rink 2009-2012 Up to 120,000
Old Town Square Video Camera Project Up to 10,000
OtterBox Up to 1,500,000
Snooze Up to 34,610
Miscellaneous Estimated at 1,248,237
Project Management Fees Estimated at 378,156
Maximum Aggregate of$7,741,770
RE-BONDING OF OPEN PROJECT COMMITTMENTS
Penny Flats $252,085
Kayak course 2,000
Mason Corridor 600,000
River District Improvements 500,000
Fort ZED 250,000
Coca-Cola Sign Restoration 10,000
Maximum Aggregate of$1,614,085
TOTAL OPEN PROJECT COMMITMENTS $9,355,855
UNAPPROPRIATED BOND PROJECT ACCOUNT
2010 Alley Enhancement Project-Maintenance Estimated at$154,145
Art in Action: Old Town Square-2011 Estimated at 50,000
DDA Parking Lot-Elks Facility Estimated at 65,000
DDA Warehouse Utilities and Maintenance Costs Estimated at 120,000
Future Funding: Beet Street-2011 and 2012 Up to 1,000,000
Holiday Lights 201 1-2012 Estimated at 35,000
Old Town Square Preconstruction Activities Estimated at 220,000
Maximum Aggregate of$1,644,145
OTHER
Debt Service Reserve Fund $1,400,000
Origination Fee 61,800
Cost of Issuance 60,000
Bond Counsel and Financial Advisor Estimated at 60,000
Contingency 1,418,200
Maximum Aggregate of$3,000,000
TOTAL USES Maximum Aggregate of$14,000,000