HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 01/16/2007 - ITEMS RELATING TO THE ISSUANCE OF CITY OF FORT COL ITEM NUMBER: 29 A-B
AGENDA ITEM SUMMARY DATE: January 16, 2007
FORT COLLINS CITY COUNCIL STAFF: Chuck Seest
Chip Steiner
SUBJECT
Items Relating to the Issuance of City of Fort Collins Downtown Development Authority
Subordinate Tax Increment Revenue Bonds, Series 2007A.
RECOMMENDATION
The DDA Board of Directors and staff recommend adoption of the Ordinances on First Reading.
FINANCIAL IMPACT
At the end of 2006, the Downtown Development Authority Debt Service Fund held $1,418,359 of
unreserved fund balance. By the end of 2011, the unreserved fund balance is projected to grow to
between$16 million and$18 million. The Fort Collins Downtown Development Authority Board
(the `Board") and City staff recommend using a portion of the unreserved fund balance and tax
increment over the next five years to make capital improvements in the downtown area consistent
with the mission of the Fort Collins Downtown Development Authority("DDA"). Over the ensuing
years,the projects receiving the benefit through the capital improvements will repay the value of the
projects through increased tax increment. In addition to the capital improvements, a portion of the
bond proceeds will also be used to fund a facade grant program and the Beet Street Cultural Program
("Beet Street'). Beet Street is intended to become an economic engine to generate significant
commerce within the downtown area.
The DDA debt service fund is projected to have sufficient revenue to meet all required debt service
payments and reserve requirements for 2007 through 2011.
EXECUTIVE SUMMARY
A. First Reading of Ordinance No. 016,2007,Authorizing the Issuance of City of Fort Collins,
Colorado,Downtown Development Authority Taxable Subordinate Tax Increment Revenue
Bonds, Series 2007A, Dated Their Delivery Date, in the Maximum Aggregate Principal
Amount of$5,700,000 for the Purpose of Financing Certain Capital Improvements,Capital
Projects and Development Projects Within the Downtown Development Authority Area;and
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.
January 16, 2007 -2- Item No. 29 A-B
B. First Reading of Ordinance No.017,2007,Appropriating Proceeds from the Issuance of City
of Fort Collins, Colorado, Downtown Development Authority Taxable Subordinate Tax
Increment Revenue Bonds, Series 2007A, for the Purpose of Making Certain Capital
Improvements, Capital Projects and Development Projects Within the Downtown Area of
Fort Collins,Authorizing the Transfer of Appropriations Between Funds and Appropriating
Expenditures from the DDA Debt Service Fund to Make the 2007 Payment on the Bonds
The City of Fort Collins created the DDA to make desired improvements in the downtown area.
Through tax increment financing,the DDA has made significant contributions to the redevelopment
and improvement of the downtown area. These two Ordinances contemplate additional
improvements and initiate both a fapade grant program and a cultural program in the downtown area.
The first ordinance issues short term bonds for the projects which will be paid from the tax
increment revenue. The second ordinance appropriates the bond proceeds to the DDA Operating
Fund for the various projects.
The total of the projects, programs and associated interest costs is $5,700,000.
Project, Program and Administrative Cost Summary:
Projects
Bas Bleu Performing Arts Theater $ 250,000
Sears Trostel Building Renovation(CTL/Thompson) 175,000
252 East Mountain Avenue (Otter Industries) 290,000
Penny Flats Phase 1 Downtown Housing 547,085
Community Amphitheater 1,300,000
Downtown Hotel 500,000
Other Projects already approved by the DDA Board
Including Tailgate Tommy's, Downtown Ice Rink, etc. 356,096
Miscellaneous Projects pending DDA Board Approval 800,000
Total Projects $4,218,181
Programs
Facade Grant Program $ 500,000
Beet Street Cultural Program 737,753
Total Programs $1,237,753
Administrative Expenses $ 244,066
Total Project, Program and Administrative Costs 5 7$ 00.000
January 16, 2007 -3- Item No. 29 A-B
BACKGROUND
A summary for each project and the two programs is provided below. All the projects listed for
funding through this bond issue have either been approved or are pending approval by the Board.
All approvals by the Board are contingent upon City Council appropriation of the necessary funds
to fulfill the DDA's commitment to the project. With the exception of those projects that are purely
public in nature,no DDA expenditures are to be made until projects are completed and have received
certificates of occupancy from the City.
1. Bas Bleu Performing Arts Theater.
$250,000 commitment toward facade and ROW improvements. Bas Bleu has been
redeveloping its property on Willow Street into a performing arts theater. It intends to
renovate the exterior of the building and the DDA committed up to $250,000 toward that
renovation contingent upon Bas Bleu raising the balance necessary to complete the project.
2. Sears Trostel Building Renovation (CTL/Thompson Engineering).
$175,000 for facade and ROW improvements. The Old Sears Trostel Building is being
completely redeveloped into office space byCTL Thompson,an engineering firm that bought
the building earlier this year. The completed project will add 26 jobs to downtown. DDA
investment is for facade and ROW work.
3. 252 East Mountain Avenue (Otter Industries).
$290,000 for facade and ROW improvements. 252 East Mountain was purchased by Otter
Industries which will invest around$4 million in a complete renovation of the building. The
project retains jobs in the central business district.
4. Penny Flats Phase 1 Downtown Housing.
$547,085 for facade and ROW improvements. The project is scheduled to break ground in
December. This project will be built in four phases with DDA commitments made to three
of those phases. Funds in this bond issue are for the first phase only. Subsequent
investments by the DDA will be made only upon the completion of additional phases.
5. Community Amphitheather.
$1.3 million. Subject to City Council approval, the DDA plans to begin work on a
community amphitheater this year. Additional funds will be necessary to complete the
project.
6. Downtown Hotel
$500,000 to begin the planning, feasibility, and design work for a new downtown hotel.
January 16, 2007 -4- Item No. 29 A-B
7. Fasade Grant Program.
$500,000. Earlier this year the DDA created, subject to the appropriation of funds through
a new bond issuance, a program to provide grants to building owners who would agree to
undertake facade renovations. The program provides for DDA to share the cost of the facade
improvement, up to 50 percent of the total cost not to exceed $50,000, for any one facade.
The Authority has made two commitments against this program: 210 South College
(currently Vivians) which will get a completely new facade and become Elliot's Mess (a
sandwich shop); and 215-217 Jefferson,which is a restoration of the front and rear facades
of the building.
8. Beet Street Cultural Program.
The total DDA commitment to Beet Street is$3 million. $737,753 (year one)is included in
this bond issue. This program proposal has been in the works since 2003. It entails the
establishment of 24 week-long themed events loosely modeled on the programs of the
Chautauqua Institution in New York. The program is intended to become a significant
economic engine for Fort Collins. Programs will be developed to attract both local and
national audiences.
The Board has approved the vision, workplan, and budget for Beet Street. The vision and
workplan are available for review at the DDA website: www.downtownfortcollins.ora.
SUMMARY
The Board has met to review each of these projects as well as the facade grant program and Beet
Street. For the reasons indicated above,the Board recommends each project and the two programs
for funding through the issuance of subordinate taxable revenue bonds to be repaid with tax
increments revenues that will be received in 2007 to 2011. The Board and its staff recommend
adoption of the ordinances. City staff also recommends adoption of the ordinances.
ATTACHMENTS
1. Background and minutes from the related Board Meetings where each of the above projects
and programs were approved.
Attachment 1
Background and Planned Use of 2007 Bond Proceeds
The following information describes the projects and programs to be funded with the
proceeds of this bond issue. Minutes for each of these items accompany the descriptions
below.
1. Bas Bleu. $250,000 commitment toward fagade and ROW improvements. Bas
Bleu has been redeveloping its property on Willow Street into a performing arts
theater. It intends to renovate the exterior of the building and the DDA
committed up to $250,000 toward that renovation contingent upon Bas Bleu
raising the balance necessary to complete the project.
MINUTES of Aurust 3. 2006 REGULAR MEETING
PRESENT
George Brelig
McCabe Callahan
Carey Hewitt, Secretary/Treasurer
Kim Jordan
William Sears
Patty Spencer
Jack Wolfe, Vice Chair
Karen Weitkunat
ABSENT
Steve Taylor, Chair
Kurt Kastein
STAFF
Robert Steiner, DDA Executive Director
Matt Robenalt, DDA Project Manager
Linda Gula, DDA Staff
Lucia Liley, Counsel
GUESTS
Darin Atteberry,Kathy Cardona,David Short,John Reid,Ryan Keijfer, Guy
Boyd, Gary Knuckols, Matt Poncelo,Julie Brewen.
BAS BLEU THEATER
Mr. Steiner outlined a request from Bas Bleu for a DDA commitment toward the
renovation of the Giddings Building which houses the theater. The request is for a
commitment only and would be used by the Theater as a way to leverage additional
fund-raising efforts. Bas Bleu has a three phase funding program: the first is to
raise the money necessary to acquire the building from a limited liability company set
up by Tom Sutherland as a method to hold the property; the second phase includes
the actual renovation of the building; the third phase is to fund an endowment. DDA
funds would be used in the second phase—they are asking the DDA to earmark
$250,000 for phase two external improvements. Mr. Ryan Kieffer, President of the
Bas Bleu Board,presented an overview of the planned improvements to the Giddings
Building. He stated the first phase was expected to be completed by the end of 2006
Mr. Hewitt questioned why this amount is higher than the usual amount we would
consider. Mr. Steiner stated he thought this was an important project well worth the
investment.
There were Board questions and discussion concerning storm drainage
improvements, where the DDA is on its current expenditures, and how the Sutherland
gift is structured.
Ms. Jordan moved to commit funding up to $250,000 pending Bas Bleu going through
the entire DDA review process. Seconded by Ms. Spencer and passed unanimously.
2. 145 East Mountain. (old Tailgate Tommy's building). $100,000 for fagade and
ROW improvements. The developer of this project is converting the old Coloradoan
Building into what he calls the Mountain Avenue Marketplace by opening up the
west fagade to a courtyard in place of the existing parking lot. Future plans include
the construction of new buildings along the west property line facing onto the alley.
MINUTES of November 2, 2006 REGULAR MEETING
PRESENT
George Brelig
Carey Hewitt, Secretary/Treasurer
McCabe Callahan (late arrival)
Patty Spencer
Steve Taylor, Chair
Jack Wolfe, Vice Chair
Karen Weitkunat
ABSENT
Kim Jordan
Kurt Kastein
William Sears
STAFF
Robert Steiner,DDA Executive Director
Matt Robenalt, DDA Project Manager
Lucia Liley(late arrival)
GUESTS
Darin Atteberry, Chuck Seest, David Short,Mike Jensen, Carl Glazer, Chris Ray, Troy Torgerson,
Matt Poncelow, and Peter Carey.
MOUNTAINA VENUE PROPERTIES(145 E. Mountain)
The Board of Directors approved this project for$76,000 in June 2006 However,
since that time, significant upgrades have been added to the design. Approximately
$160,000 of increased value will be seen,justifying an increase in funding from
$76,000 to $100,000.
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Chris Ray reviewed the upgraded design features, the added expenses caused by the
project expansion, and the cost of removal of tenants. It was noted that the ultimate
expenditures for this improvement exceed$1 million.
Moved by Mr. Hewitt, seconded by Mr. Wolfe: To increase financial support of the
proposed project from $76,000 to $100,000. Motion approved unanimously.
3. Lulu Asian Bistro (Formerly China Palace) $63,596. Lulu Asian Bistro is a
development proposed by Michael Jensen for the current China Palace space. The
scope of the project encompasses construction of a second floor with roof space to be
used for dining by the Stonehouse Grill next door.
MINUTES of November 2, 2006 REGULAR MEETING
PRESENT
George Brelig
Carey Hewitt, Secretary/Treasurer
McCabe Callahan (late arrival)
Patty Spencer
Steve Taylor, Chair
Jack Wolje, Vice Chair
Karen Weitkunat
ABSENT
Kim Jordan
Kurt Kastein
William Sears
STAFF
Robert Steiner, DDA Executive Director
Matt Robenalt,DDA Project Manager
Lucia Liley(late arrival)
GUESTS
Darin Attebeny, Chuck Seest, David Short,Mike Jensen, Carl Glazer, Chris Ray, Troy Torgerson,
Matt Poncelow, and Peter Carey.
LULUASIANBISTRO
In reviewing the staff response, Mr. Steiner expressed some reservations concerning
the anticipated level of appraised value to be ascertained by the County. Other issues
include the sign on the wall, a hot issue for Landmark Preservation, the resulting
design work to accommodate that feature, and requested renderings of the proposed
front and rear facades. Although the staff recommendation is not to exceed the
$63,600 requested,particularly in light of the real possibility that the building would
appraise for less than expected, Mr. Steiner reminded the Authority of the agreement
by which the owner would make up any shortfall in the generated increment.
Troy Torgerson and Mr. Jensen reviewed the scope of the project, using renderings to
illustrate design features. The funding possibilities to consider are the $50,000 favade
improvement program and the tax increment approach. The presenters stated that a
fair amount of time, expense, and effort has gone into preserving the owl sign and the
ability to view it. Those efforts to enhance the sign and keep it in perpetuity can be
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viewed as a community amenity and thus appropriate for higher levels offunding
from a combined approach, thereby generating the $75,000 request rather than the
more standard$63,000 TIF request.
Mr. Jensen detailed the machinations of the leasing and building valuation. If the
valuation is under the anticipated amount, he acknowledged the responsibility of
making up the shortfall. However, even under that scenario, TIFfunding represents a
valued financing tool to help generate the project. The proposed valuation will take
into consideration the signed lease and was generated by the County. Some
possibilities remain on movement of tax credits and a conservation easement
approach, but the DDA is mercifully excluded from those discussions.
In response to questions by the Authority, it was noted that HVAC equipment would
be housed on the Stonehouse Grill in order to allow for quieter and less restricted
dining. New signage is being designed with anchor points on the front of the building.
LDC, which had viewed the project as not ripe for consideration, has agreed to a
$30,000 facade loan, contingent on DDA funding. The varied heights of the buildings
on this block are consistent with the block's historic nature. Access to the roof will be
through Stonehouse Grill and afire escape. It was agreed that awning design is
subject to acceptance by the Authority.
Moved by Mr. Taylor, seconded by Mr. Callahan: To approve TIF funding of
$63,596, contingent upon approval of the rendering of the awning design, as
submitted by the developer. Motion approved unanimously.
4. Facade Grant Program. $500,000. Earlier this year the DDA created, subject to
the appropriation of funds through a new bond issuance, a program to provide
grants to building owners who would agree to undertake facade renovations. The
program provides for DDA to share the cost of the facade improvement up to 50
percent of the total cost not to exceed$50,000 for any one facade. The Authority has
made two commitments against this program: 210 South College (currently
Vivians)which will get a completely new facade and become Elliot's Mess (a
sandwich shop); and 215-217 Jefferson which is a restoration of the front and rear
facades of the building. A third project will be considered at the December, 2006
Board meeting.
MINUTES of June I, 1006 REGULAR MEETING
PRESENT
Steve Taylor, Chair
Carey Hewitt, Secretary/Treasurer
McCabe Callahan
Kurt Kastein
Patty Spencer
ABSENT
George Brelig
Kim Jordan
William Sears
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Jack Wolfe
STAFF
Robert Steiner, DDA Executive Director
Matt Robenalt, DDA Project Manager
Linda Gula, DDA Staff
Lucia Liley, Counsel
GUESTS
Darin Atteberty, City Manager, Chuck Seest, City Finance Director, Kathy Cardona,David Short,
Howard Perko,
Chris Ray, Clark Mapes,Jean Helburg,Marty Heffernan, Blue Havater
FA4'ADE GRANT RECOMMENDATION
Mr. Steiner stated the Committee for the FaVade Grant Program was making the
following recommendation to the Board:
L Fund the program at$500,000;
1. Award grants equal to 50 percent of the facade improvement cost up to a
maximum of$50,000;
3. Projects are limited to either the grantprogram or the use ofa TIF
investment, not both:
4. Consider projects on a first-come-first-serve basis;
5. Selection process to be the same as with any other projects submitted to the
DDA Board for review;
6. No project that has used TIF in the past is eligible;
7. Criteria used to evaluate a project are the same as all other projects—quality
materials, sensitivity to the surrounding built environment,pedestrian
friendly.
The Committee decided that a project would not be eligible for both the grant and
TIF since a TIF applicant would almost certainly do a facade improvement. Further,
there would be no reason to seek a grant if more funds were available through a TIF
investment (or, vice versa, there would be no reason to seek a TIF investment if more
were available through a grant). The committee felt that offering both on a single
project amounted to double-dipping.
There was discussion among Boardmembers about who qualifies and the need to
focus on businesses/properties who have not participated in the past. Ms. Liley asked
for clarity on the language of#6 and the intention of the Committee.
Mr. Hewitt stated he thought the intention was to create somewhat of an incentive to
those people and businesses that have been supporting the DDA, have benefited from
the enhancement of the neighborhood, but in a sense haven't benefited directly by
fixing up their own storefront or enhancing the neighborhood themselves.
He stated we looked briefly at the downtown and a lot of the downtown has received
money. I guess we could come back and revise this thing and say someone is eligible,
but it really was trying to focus on those people who have not been part of the
process.
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Mr. Taylor asked what happens if in 1982 someone was given $2500, do they no
longer qualify for this? Would the DDA be able to achieve the intent with some kind
of time limit within the last 20 years?
Ms. Liley suggested making a general rule—that no project that has used TIF in the
past is eligible but extenuating circumstances could justify........It would not be a
hard and fast rule.
Mr. Hewitt agreed that would give a little more flexibility.
Mr. Callahan moved to approve the FaVade Grant Program as presented with the
suggested language that no project that has used TIF in the past is eligible but
extenuating circumstances could justify consideration.
Seconded by Mr. Kastein and passed unanimously.
Projects the DDA Board has approved under the grant program to date are:
215-217 JEFFERSON. $35,690. This is a fagade grant request rather than a
TIF project.
MINUTES of November 2. 2006 REGULAR MEETING
PRESENT
George Brelig
Carey Hewitt, Secretary/Treasurer
McCabe Callahan (late arrival)
Patty Spencer
Steve Taylor, Chair
Jack Wolfe, Vice Chair
Karen Weitkunat
ABSENT
Kim Jordan
Kurt Kastein
William Sears
STAFF
Robert Steiner,DDA Executive Director
Matt Robenalt, DDA Project Manager
Lucia Liley(late arrival)
GUESTS
Darin Atteberry, Chuck Seest, David Short,Mike Jensen, Carl Glazer, Chris Ray, Troy Torgerson,
Matt Poncelow, and Peter Carey.
215—217 JEFFERSON
Project cost is $175,000, with a request for 50%of the total favade costs,
representing$47,595. The requirements are the same for qualified expenses, and
the expense list has been pared to those items that are applicable, resulting in a
final figure of$71,380, with eligible funding of$35,690. Costs ascribed to design
and general conditions appear somewhat high, and the view of the back facade is
in potential jeopardy from development that may occur on property located in
close proximity.
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Carl Glazer, the architect and owner, spoke for the project. He stated that due to
the nature of the environment, the building has not been financially robust for 21
of the 23 years that he has owned it. With the movement and development taking
place nearby, the moment is opportune for improvements.
Mr. Glazer detailed the dill culties facing retail ventures on Jefferson Street. The
original funding request would allow the building to see a $793 rent reduction
per month and break even; the reduced funding level would result in a $600 rent
reduction per month. He outlined the history ofpatio and alley development on
this block, the nature of the construction on the Jefferson Street side, and the costs
thereof.
In public comments, Mr. Jensen spoke approvingly of the economic stimulation
involved with the proposed improvements of this building.
In questions by the Authority, discussion was held of the fagade grant program
being the only viable DDA funding mechanism for this project. Mr. Glazer stated
he could not viably grant an easement on the parking lot in back. In response to
concerns about general conditions, Mr. Glazer noted that he is also the architect
on the project, and he feels his fees are competitive. The project is hoped to be
completed by March 2007. The presence of trucks on Jefferson Street is a huge
factor and barrier to continued successful development of the corridor.
Moved by Mr. Hewitt, seconded by Ms. Weitkunat: To support the proposed
project through fagade grant funding of$35,690. In response to concerns, Mr.
Breligstated that the fees in the general conditions are higher on a percentage
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basis for smaller projects such as this. In response to Mr. Taylor's concern of an
approximate third of the funding going to "soft"costs, Mr. Glazer detailed time
spent on design, discussions, and negotiations that had been necessitated by the
project. Mr. Brelig was untroubled by the costs but advocated submission of
greater detail of those costs. Motion approved with one dissension.
210 SOUTH COLLEGE. ($30,000) A fagade grant request to remake the
front of Vivians as a part of a conversion of the property to a sandwich shop.
MINUTES of November 2, 2006 REGULAR MEETING
PRESENT
George Brelig
Carey Hewitt, Secretary/Treasurer
McCabe Callahan (late arrival)
Patty Spencer
Steve Taylor, Chair
Jack Wolfe, Vice Chair
Karen Weitkunat
ABSENT
Kim Jordan
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Kurt Kastein
William Sears
STAFF
Robert Steiner,DDA Executive Director
Matt Robenalt, DDA Project Manager
Lucia Liley(late arrival)
GUESTS
Darin Atteberry, Chuck Seest, David Short,Mike Jensen, Carl Glazer, Chris Ray, Troy Torgerson,
Matt Poncelow, and Peter Carey.
210 SOUTH COLLEGE AVENUE
This is a faVade grant request. Total faVade costs are $60,341,justifying a grant
figure of approximately $30,000. FaFade costs are 13%of the total cost.
Peter Carey explained the change of use to a sandwich shop with outdoor seating.
General design, door placement, and materials have all been changed from the
prior use.
Public comment expressed enthusiasm for the creativity and attractiveness of the
design elements.
Comments by members of the Board of Directors noted unusual features, the
applicant's long history in downtown, and the inventiveness in use ofspace and
outer articulations.
Moved by Mr. Brelig, seconded by Mr. Wolfe: To accept the funding
recommendation of Staff. Motion approved unanimously.
5. ART IN PUBLIC PLACES. $19,500. APP request for DDA funds to help pay
for a gateway structure on North College Avenue.
MINUTES of November 2, 2006 REGULAR MEETING
PRESENT
George Brelig
Carey Hewitt, Secretary/Treasurer
McCabe Callahan (late arrival)
Patty Spencer
Steve Taylor, Chair
Jack Wolfe, Vice Chair
Karen Weitkunat
ABSENT
Kim Jordan
Kurt Kastein
William Sears
STAFF
Robert Steiner, DDA Executive Director
Matt Robenalt,DDA Project Manager
Lucia Liley(late arrival)
GUESTS
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Darin Atteberry, Chuck Seest, David Short, Mike Jensen, Carl Glazer, Chris Ray, Troy Torgerson,
Matt Poncelow, and Peter Carey.
APP REQUEST
Art in Public Places has a current budget of$19,500. They wish to place a gateway
structure on North College Avenue, in a space yet to be identified, and are seeking
expansion of the budget through DDA in order to purchase a more impressive
structure.
The structure will most likely be placed closed to the Poudre River, along College
Avenue. The $19,500 currently available was generated from North College projects.
Urban Renewal Authority representation is being considered. Mr. Steiner reminded
all present that the sculpture would have to be within DDA boundaries in order for
the DDA to be able to support it.
Moved by Mr. Wolfe, seconded by Mr. Hewitt. To provide a matching grant of the
$19,500 currently available, contingent upon DDA participation in the selection
board and the receipt of regular updates. Motion approved unanimously.
6. Sears Trostel Building. $175,000 for fagade and ROW improvements. The Old
Sears Trostel Building is being completely redeveloped into office space by
CTL/Thompson, an engineering firm that bought the building earlier this year. The
completed project will add 26 good jobs to downtown. DDA investment is for
fagade and ROW work.
MINUTES of June 1. 2006 REGULAR MEETING
PRESENT
Steve Taylor, Chair
Carey Hewitt, Secretary/Treasurer
McCabe Callahan
Kurt Kastein
Patty Spencer
ABSENT
George Brelig
Kim Jordan
William Sears
Jack Wolfe
STAFF
Robert Steiner,DDA Executive Director
Matt Robenalt, DDA Project Manager
Linda Gula,DDA Staff
Lucia Liley, Counsel
GUESTS
Darin Atteberry, City Manager, Chuck Seest, City Finance Director, Kathy Cardona,David Short,
Howard Perko,
Chris Ray, Clark Mapes,Jean Helburg, Marty Heffernan, Blue Havater
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SEARS-TROSTEL BUILDING
Mr. Steiner reviewed the packet information for this project. He stated this project is
less a renovation project and more a completely new building with new footings,
foundations, and vertical infrastructure.
He stated this project has merit:
1. It is a significant renovation in a downtown district that is in need of
redevelopment;
2. The improvements being made will bring the structure up to current building
codes;
3. The design is attractive. Staff had requested the owner replace the cast stone
elements with real stone. However, the product that will be used is apparently
the best available;
4. Green elements in the construction go beyond what is required;
5. The addition of 26 well paying jobs to the central business district is
particularly important.
Mr. Steiner stated the total estimated costs are estimated at$1,186,530. Staffstrongly
supports a DDA investment in this project. It recommends a fagade acquisition of
$175,000 which is roughly 15 percent of the total estimated project cost.
Mr. Howard Perko, building owner/developer presented an overview of the project.
He stated the tenant would be CTL/Thompson, Inc. of which he is the Division
Manager. Mr. Perko talked about the Linden Street fagade, the building materials
being used, landscaping,parking spaces in the back of the building,job creation and
job opportunities,
Board comments included questions about the cast stone and why it was being used
(not real stone), and the timeframe of the project,
Mr. Hewitt moved to support the 351 Linden (Sears-Trostel)project up to $175,000.
Seconded by Mr. Callahan.
Mr. Taylor expressed concerns about he pre-cast stone and whether it has enough
substance to last long term.
Mr. Steiner suggested the possibility ofgetting cost differentials. Mr. Perko stated cut
stone would not be available in time. He went on to note the "Signature Stone"is
pretty significant and is the best on the market.
The motion passed unanimously.
7. LED Holiday Lights. $100,000. The City, DDA and Downtown Business
Association have agreed on a new holiday lighting system for downtown. The DDA
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has agreed to purchase energy-efficient LED lights and to contribute to annual on-
going costs of installation and maintenance.
MINUTES of June 1 2006 REGULAR MEETING
PRESENT
Steve Taylor, Chair
Carey Hewitt, Secretary/Treasurer
McCabe Callahan
Kurt Kastein
Patty Spencer
ABSENT
George Brelig
Kim Jordan
William Sears
Jack Wolfe
STAFF
Robert Steiner, DDA Executive Director
Matt Robenalt, DDA Project Manager
Linda Gula, DDA Staff
Lucia Liley, Counsel
GUESTS
Darin Atteberry, City Manager, Chuck Seest, City Finance Director, Kathy Cardona, David Short,
Howard Perko,
Chris Ray, Clark Mapes,Jean Helburg, Marty Heffernan, Blue Havater
HOLIDAY LIGHTS
Mr. Steiner stated the existing holiday lighting system is prone to failure and because
it tends to draw more power than is available, the Downtown Business Association is
considering replacing the existing lights with LED strands. Regular strands cost
$2.80 each; LED strands cost$12.00 each. This does not include installation.
Mr. Steiner stated the LED lights have a longer life and do not pull as much energy
which could provide significant savings. Staff is suggesting a one time DDA
investment of$100,000 to purchase lights.
Mr. Steiner stated the City is better equipped to take over the management of the
lights (installation and removal). He suggested the DBA would contribute $15,000
annually to the cost ofpower.
Mr. Atteberry stated the holiday lighting issue has been a struggle. He stated he likes
the capital purchase from the DDA. He went on to state he agrees it ought to be Light
and Power or Forestry to manage installation and removal of lights. He stated he
would like to ensure continued contribution from the DBA. He felt this is a good
proposal.
Ms. Spencer moved to approve up to $100,000 for the purchase of LED lights for
holiday lighting and to negotiate with the City for the management of installation and
removal of lighting annually. Seconded by Mr. Callahan and passed unanimously.
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8. 252 East Mountain. $290,000 for fagade and ROW improvements. 252 East
Mountain was purchased by Otter Industries which will invest around$4 million in
a complete renovation of the building. The project retains high quality jobs in the
central business district.
MINUTES of May 4 2006 REGULAR MEETING
PRESENT
Steve Taylor, Chair
Jack Wolfe, Vice-Chair
Carey Hewitt, Secretary/Treasurer
George Brelig
McCabe Callahan
Kurt Kastein
Bill Sears
Patty Spencer
ABSENT
Kim Jordan
STAFF
Robert Steiner,DDA Executive Director
Matt Robenalt, DDA Project Manager
Linda Gula, DDA Staff
Lucia Liley, Counsel
GUESTS
Darin Atteberry, City Manager, Chuck Seest, City Finance Director,Mike Freeman, City Economic
Advisor,Karen
Weitkunat, Kathy Cardona,David Short,Kathleen Bracke, Curt Richardson, Don Bundy, Chris Ray,
Kit
Sutherland,Scott Kintz, Don Oglesby,Dave Edwards, Ray Caraway.
OTTER INDUSTRIES
Mr. Steiner reviewed the proposal for a new building at 252 East Mountain Avenue
bust east of the Food Co-op and EDA 99. He stated the owner of the building is Otter
Products. He stated this $4 million building will house Otter Products'corporate
offices and have retail/restaurant at street level. The building will have a brick and
stone faVade with a light well along the eastern wall(this well will permit a second
building to be constructed right next to the proposed project and still provide lighting
into the interior). Mr. Steiner stated the request is reasonable, the design is attractive
and innovative, the use by Otter Products will retain jobs in the downtown, and it is
possible the completed building will encourage redevelopment of the eastern tip of
the block itself. He stated staff is recommending funding at$283,260.
Mr. Curt Richardson, owner of Otter Industries, talked about being in downtown and
how it contributes to hiring great people. He stated they have 21 employees now but
will be expanding. He said they encourage alternative transportation for employees
and have incorporated employee bike storage into the building along with bike
storage for visitors.
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Mr.Don Bundy, Architects'Studio, explained what was being proposed. He talked
about the east fagade, lighting issues, building materials, the utility boxes, and the
timing of construction.
Boardmembers discussed the timing of the project, the design, quality materials, and
trash issues with the possibility of recycling and the possibility of LEED certification.
The Board expressed support for the project and stated it was a terrific design for this
key location on Mountain Avenue.
Mr. Hewitt moved to support the project up to $290,000. Seconded by Mr. Callahan
and passed unanimously.
9. Kayak Course. $33,000 challenge commitment. The DDA committed $33,000 to
this project last year. This year, it agreed to another $33,000 as a challenge
commitment to raise the balance of the funds necessary to make the park a reality.
MINUTES ofApril 6 2006 REGULAR MEETING
PRESENT
Steve Taylor, Chair
Jack Wolfe, Vice-Chair
George Brelig
McCabe Callahan
Kim Jordan
Bill Sears
Patty Spencer
Karen Weitkunat
ABSENT
Carey Hewitt, Secretary/Treasurer
Kurt Kastein
STAFF
Robert Steiner,DDA Executive Director
Matt Robenalt, DDA Project Manager
Linda Gula,DDA Staff
Lucia Liley, Counsel
GUESTS
City Manager Darin Atteberry, City Finance Director Chuck Seest, Kathy Cardona, David Short,
Mickey Willis,
Merry Hummel. Greg Fisher, Jenny Bramhall,Ingrid McMillan-Ernst.
KAYAK COURSE (Paddle Park)
Mr. Sears recused himselffrom participation on this project since he is on the Board
of Friends of the Poudre.
Mr. Steiner stated the DDA committed$33,300 to the Paddle Park a year ago and is
being requested to extend the commitment for another year. Including the DDA's
pledge, Friends of the Poudre have raised about$70,000 toward a projected need of
$130,000. He noted the sponsor of the project, Friends of the Poudre, sought Great
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Outdoors Colorado funding, however, the request was turned down. Since that time,
the City has agreed to build and operate the facility.
He stated staff supports the request and depending on the Board's assessment of the
value of this project, it may want to consider increasing its commitment by $30,000 in
the form of a challenge grant to raise an equal amount. This would get the project to
the $130,000 funding level necessary to make it a reality.
Matt Evans, President of Friends of the Poudre and owner of the Mountain Shop, was
available to answer questions. He stated they have raised$70,000 in a year.
There was Board discussion concerning funding, timing of the project, City
involvement, and public support for the project.
Ms. Weitkunat moved to approve the extension of the commitment to the Paddle Park
for another year ($33,300), along with the commitment to a challenge grant to raise
an equal amount. Seconded by Mr. Callahan and passed 7-0 (Mr. Sears recused)
Mr. Atteberry committed to sitting down with Mr. Evans to do his part to get this
project the attention it needs to get going from the City's perspective.
Ms. Weitkunat suggested that the timing of this project is imminent and needs to
coincide with the Northside Aztlan Renovation Project. Ms. Jordan agreed the sooner
this project can get started the better.
10. Penny Flats, phase 1. $547,085 for facade and ROW improvements. The
project is scheduled to break ground in December. [background to be added]
11. Ice Rink install and breakdown. $40,000 request from the City. Both the City
and DDA are considering methods to install the rink permanently so that this
$40,000 expense does not become an annual cost.
MINUTES of September 7, 2006 REGULAR MEETING
PRESENT
George Brelig
Carey Hewitt, Secretary/Treasurer
Kim Jordan
Kurt Kastein
William Sears
Patty Spencer
Steve Taylor, Chair
Jack Wolfe, Vice Chair
ABSENT
McCabe Callahan
Lucia Liley
STAFF
Robert Steiner, DDA Executive Director
Matt Robenalt, DDA Project Manager
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Linda Gula, DDA Staff
GUESTS
Darin Atteberry, Chuck Seest,Kathy Cardona, Marty Heffernan,David Short, Karen Weitkunat
ICE RINK
Mr. Steiner reported that the City has estimated that it will cost$40,000 to install and
remove the ice rink this coming holiday season and is asking the DDA to pay this
expense. He stated staff would support a 50-50 split and referred to the cost
breakdown included in the Board packet.
He went on to note while it cannot be accomplished this year, there has been
discussion about installing the rink and chiller on a more or less permanent basis.
The chiller could be placed in an underground vault or a permanent screen erected
around it. The rink itself could be capped with a removable deck. The deck could be
furnished with chess and checkerboard tables, chairs,potted plantings, string lights
and f unction as a beer garden or dance floor during the summer. If the Board is
interested in this approach, staff will put together a more detailed proposal.
Mr. Marty Heffernan, City Cultural, Library and Recreation Services Director,
presented information about the installation and removal of the ice rink. He stated
that last year the City and DDA purchased and installed the ice rink fairly rapidly,
without a good plan or understanding of what it might cost on an ongoing basis to
put it up and take it down. He stated the $40,000 figure came as a bit of a surprise to
everyone. This figure may go down somewhat in future years as Parks staffgets
better at installation and removal. Some of the ideas that Mr. Steiner presented came
out of discussions with Park Planning staff on how to find ways to do this less
expensively. Boulder's ice rink costs are in the $25,000 to $29,000 range. They have
a permanently installed chiller with a permanent connection to their rink. He stated
if they could get to a situation similar to what Mr. Steiner described the cost goes
down significantly—probably about half.
There was discussion among the Boardmembers concerning the costs of the
permanent solutions, the cost recovery from the rentals by the City,possible other
locations for a permanent solution and trying to establish the best location, and the
ramifications (pro and con)for downtown businesses. The DBA is looking at the
possibility offending sponsorships on the dasher boards as a way to defray some of
the costs.
Mr. Hewitt moved to support a one time commitment up to $40,000 to the ice rink.
Seconded by Mr. Wolfe.
There was discussion by the Board concerning the fear of setting a precedent of
committing money every year to the ice rink.
The motion passed unanimously.
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12. Beet Street Funding (Program funding). This program proposal has been in the
works since 2003. It entails the establishment of 24 week-long themed events loosely
modeled on the programs of the Chautauqua Institution in New York. The program is
intended to become a significant economic engine for Fort Collins. Programs will be
developed to attract both local and national audiences.
The DDA Board of Directors has approved the vision, workplan, and budget for Beet
Street. The vision and workplan are available for review at the DDA website:
www.downtownfortcollins.ore.
The total DDA commitment to Beet Street is $3 million. $737,753 (year one) is
included in this bond issue.
13. Amphitheater. $1.3 million. Subject to City Council approval, the DDA plans
to begin work on a community amphitheater this year. Additional funds will be
necessary to complete the project.
Background.
The bond request before City Council includes $1.3 million for the development of a
community amphitheater. This facility will be home base for the Beet Street Cultural
Program (funding request for Beet Street is also included with this agenda item),but
it will also serve as a"town square"or a"community commons." Beet Street needs a
home and without it DDA staff does not believe the program will succeed.
The proposed site for the amphitheater is the City-owned south half of the Justice
Center block. This location will require City Council approval.
The amphitheater as presently conceived, would include 5,000+ seats, probably in
pew format, and it would be completely covered. The perimeter walls would be
collapsible so that the amphitheater would be open to the air during the warm months
and enclosable for the rest of the year. Staging and back-stage would be high quality
but general purpose in nature to enable it to be put to a variety of uses.
Phasing and Use of Funds.
Land Option ($10,000--$20,000). A site for the amphitheater must be
selected. Although the hope is that the south half of the Justice Center block
will be agreeable to all parties that decision has not been made. If an
alternative site is selected it will be important to the success of the project that
the DDA gain control of the land. The City may also request option money
for the Justice Center block.
Feasibility Analysis ($50,000). This analysis will determine the demand for
the facility based on a full Beet Street(24 week-long themed events a year)
and other possible uses. It will also determine operations and whether the
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amphitheater can break even(excluding debt service), make money, or require
subsidy.
Design ($400,000--$600,000). DDA staff research indicates a 5,000 seat
amphitheater will cost in the neighborhood of$8 - $12 million. Design fees
are based on five percent of that amount.
Finance Package ($75,000--$100,000). The amphitheater will be a public
facility and the DDA anticipates using TIF to help finance the project.
Subject to City Council and DDA Board approval the financial package may
include funds raised through philanthropy, naming rights, and other
sponsorship approaches.
Legal Expenses ($50,000). Legal expenses may be reduced since some of the
bond issuance costs will be spread out over all the projects included in this
agenda item.
Site Preparation ($480,000--$715,000). Site preparation includes all
demolition, soils testing, environmental testing, and engineering. These funds
would only be spent once final approvals have been obtained from City
Council.
City Council and City Boards and Commissions and County.
City Council will be directly involved with every step of this project. It must
approve the site if the Justice Center block is chosen, it must approve how the land is
disposed of(given, leased, lent, sold, etc.) and the cost of that disposition. Since the
facility will be public, Council will need to accept the feasibility study, the design,the
financial package (including operation expenses), and the operations plan. It will
have the option of terminating the project at any point. Council will also have to
approve the issuance of any TIF bonds used for the construction of the project.
The project will be reviewed by the Planning and Zoning Board if this is a required
step and staff believes the County should also approve the design of the project and
its fit with the Court building.
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14. Hotel. $500,000 to begin the planning,feasibility, and design work for a new
downtown hotel.
Background
The Downtown Plan of Development was adopted by City Council in 1981.
Subsequent to that plan, the City has adopted the Downtown Plan and the Downtown
Strategic Plan. All three documents cite the need for and the pursuit of a downtown
hotel.
In the first half of 2006, after numerous inquiries about building a hotel downtown,
the DDA and the City issued a Request for Qualifications for a hotel development.
The RFQ suggested the best location for such a development was the City-owned
Remington Street Parking Lot although other sites could be proposed by the
respondents. Five teams submitted qualifications and after reviewing documents and
interviewing the teams, Corporex Colorado, Inc. was selected as the most qualified
hotel developer.
The City and the DDA are currently negotiating an"Exclusive Right to Negotiate"
contract with Corporex. It is modeled on the agreement used by the City for the
development of Penny Flats.
The Agreement.
As with Penny Flats, the agreement with Corporex is organized with specific
milestones. These are:
1. Feasibility/market study. The developer is to contract and pay for a
market/feasibility study to determine the viability of a downtown hotel and, if
it is viable, to determine how many rooms and what amenities (e.g.
meeting/convention space, restaurants, bars, spa, parking) need to be a part of
the development. After the study is complete, the City and DDA have the
option of terminating the agreement or proceeding to the next step.
2. Design. If the decision is made to move forward, the developer, with active
participation from the City and DDA, will select and pay for the work of a
design team. The design element has two purposes:
A. Physical appearance of the hotel and ancillary developments within the
framework of City land use codes and to determine if any variances to the
code will be necessary to proceed with the project;
B. Determination of the cost of the development.
The City and DDA have the option of accepting the design or terminating the
agreement. If the design is acceptable and can reasonably be accommodated
by the site, the project will proceed to the third phase.
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3. Financial Analysis. The City, DDA and developer will jointly develop a
financial package for the project. It is at this stage that determinations will be
made regarding the levels and kinds of financial participation each partner in
the project will be responsible for. If an acceptable financial package cannot
be assembled, the City and the DDA have the option to terminate the
agreement.
City Council and City Boards and Commissions.
1. Review of phases. Because of the importance of this project staff believes
City Council should be kept informed of the progress through each of the
phases. This can take whatever format the Council wishes including
presentations at regular meetings and review at work sessions. Ultimately
City Council will consider the project for formal approval or denial of design
and financing.
2. Zoning Board of Appeals. The design of the hotel,based on the feasibility
study, may exceed the height limitations established for the Remington Street
Parking Lot. If this occurs, staff anticipates the design will be submitted to
ZBA for a variance at the time the design is completed—i.e. immediately after
the design phase is completed and before the project moves into the f nancial
analysis phase. If the variance is not granted and a workable alternative
design is not achievable, the project will be terminated.
3. Planning and Zoning Board. This project will require approval of the
Planning and Zoning Board.
Use of DDA Tax Increment Funds.
The DDA is requesting City Council approval of the issuance and appropriation of
$500,000 in tax increment bonds for the following purposes:
1. Land Option ($50,000. Since the disposition of the City owned Remington
Street Parking Lot will not be determined until the financial analysis phase,
the City may request the DDA to option the lot. Additional property might
also need to be purchased for other parts of the development.
2. Alternative Parking($50,000). The DDA would like to have resources
available and ready to use should the project proceed and parking in the
Remington Lot is disrupted.
3. Legal Fees ($100,000). Every step of this project, through the phases above
and through the actual development process will involve legal services both
from DDA and City counsel as well as outside legal services such as bond
counsel.
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4. Consulting Fees ($250,000). It may be necessary, and in some cases
mandatory, that outside services for due diligence will be hired to help/review
the feasibility study, the design, the development of a financial package,
physical site analysis, such as soils and environmental testing and for any
elements of the project that may be developed independently of the hotel itself
(such as convention space,parking, or other public improvements).
5. Contingencies ($50,000). These figures are best guesses only. If funds
remain, the DDA must ask for City Council approval for re-appropriation for
other purposes.
15. Miscellaneous. $800,000 for future capital and program expenses. These funds are
typically usually applied to City-related projects that were not anticipated at the time of
the bond issuance. Last year's funding of the downtown ice rink is an example.
16. Administrative expenses. $244,066 for cost of issuance and administrative
expenses.
20
ORDINANCE NO. 016, 2007
AN ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF FORT
COLLINS, COLORADO, DOWNTOWN DEVELOPMENT AUTHORITY
TAXABLE SUBORDINATE TAX INCREMENT REVENUE BONDS, SERIES
2007A, DATED THEIR DELIVERY DATE, IN THE AGGREGATE
PRINCIPAL AMOUNT OF $5,700,000, 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) 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.
(4) Bonds: the City of Fort Collins, Colorado, Downtown Development
Authority Taxable Subordinate Tax Increment Revenue Bonds, Series 2007A.
(5) Charter: the Home Rule Charter of the City, as amended.
(6) Cam: the City of Fort Collins, Colorado.
(7) 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 $25,000,000 or more, and that is
located within the United States of America.
(8) Cost of the Project: all or any part of the cost of acquiring,
constructing and installing the Project; all surveying, inspection, fiscal, and legal
expenses; all costs of issuing the Bonds; any discount on the sale of the Bonds; costs of
financial, professional, and other estimates and advice; repayment of any interim loans or
interfund borrowings; capitalized interest on the Bonds; contingencies; reserves for
payment of the principal of or interest on the Bonds; and all such other costs as may be
necessary or incidental to the acquisition, construction and installation of the Project or
any part thereof.
(9) Council: the governing body of the City.
(10) 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.
(11) 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.
(12) District: the area described in the Plan of Development and
approved by Ordinance No. 46, 1981, of the City, as amended by Ordinance No. 162,
1981, of the City and Ordinance No. 2, 1983, of the City and as has heretofore been or as
may hereafter be amended by valid legislative action of the City as may be determined in
accordance with the decisions of the appellate courts of the State.
(13) Downtown Development Authority Act: part 8 of article 25 of title
31, Colorado Revised Statutes, as amended.
(14) Event of Default: one of the events described in Section l0A
hereof.
(15) 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).
(16) Financial Officer: the Financial Officer of the City.
(17) 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.
(18) Interest Payment Date: the interest payment dates on the Bonds.
(19) Investment Earnings: all income derived from the investment of
any proceeds of the Bonds deposited in the Development and Expense Fund or
investment earnings on funds on deposit in the Subordinate Bonds Debt Service Account.
2
(20) Investment Letter: the investment letter to be executed by 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.
(21) Maturity Date: the date for the payment of principal of the Bonds.
(22) 1982 Election: the special election held in the City on Tuesday,
June 1, 1982.
(23) Ordinance: this Ordinance of the City.
(24) Outstanding or outstanding: when used with reference to the
Bonds or portions thereof as of any particular date, means all of the Bonds or portions
thereof theretofore and thereupon being authenticated and delivered:
(a) Except any Bond or portion thereof canceled by the City or by
the Registrar or otherwise on the City's behalf at or before such date;
(b) Except any Bond or portion thereof which has been paid or
deemed to have been paid pursuant to the provisions hereof, and
(c) Except any Bond or portion thereof in lieu of or in substitution
for which another Bond shall have been authenticated and delivered by the Town
pursuant hereto.
(25) Owner: the holder of any bearer instrument or registered owner of
any registered instrument.
(26) Parity Securities: the outstanding 2004 DDA Bonds and any other
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.
(27) Paving Agent: the Financial Officer of the City, or his successors,
acting as paying agent for the Bonds.
(28) Permitted Investments: all securities or deposits authorized by
ordinances of the City and, to the extent applicable, the laws of the State.
(29) Person: any individual, firm, partnership, corporation, company,
association, joint-stock association, or body politic or any trustee, receiver, assignee, or
other similar representative thereof.
(30) Plan of Development: the plan approved by Resolution 81-129 of
the City.
(31) Pledged Revenues: the Tax Increment Revenues and the
Investment Earnings.
3
(32) Project: the improvements or projects permitted by the Plan and
the Downtown Development Authority Act.
(33) 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.
(34) Purchaser: the City.
(35) 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.
(36) Reg stray: the Financial Officer of the City, or his successors,
acting as registrar for the Bonds.
(37) Regular Record Date: the fifteenth day of the calendar month next
preceding an Interest Payment Date for the Bonds.
(38) Security or securities: any bond issued by the City or any other
evidence of the advancement of money to the City.
(39) 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.
(40) State: the State of Colorado.
(41) Subordinate Bonds or Subordinate Securities: any bonds or
securities payable from the Tax Increment Revenues having a lien thereon subordinate or
junior to the lien thereon of the Bonds.
(42) 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.
(43) 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.
(44) Supplemental Act: the Supplemental Public Securities Act,
constituting Title 11, Article 57, Part 2, C.R.S.
4
(45) 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.
(46) 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.
(47) 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.
(48) 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)(a)(II) of the Downtown Development
Authority Act, less any collection fees lawfully 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.
(49) Transfer Agent: the Financial Officer of the City, or his
successors, acting as transfer agent for the Bonds.
(50) Trust Bank: any depository for public funds permitted by the laws
of the State for political subdivisions of the State which has a capital and surplus of
$25,000,000 or more, which is located within the United States, and which is authorized
to exercise and is exercising trust powers.
(51) 2004 DDA Bonds: the City of Fort Collins, Colorado, Downtown
Development Authority Subordinate Tax increment Revenue Bonds, Series 2004A.
(52) 2006 Election: the election held in the City on Tuesday,
November 7, 2006.
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.
5
(2) Words in the masculine gender include the feminine and the
neuter, and when the sense so indicates, words of the neuter gender refer to any gender.
(3) Articles, sections, subsections, paragraphs and subparagraphs
mentioned by number, letter or otherwise correspond to the respective articles, sections,
subsections, paragraphs and subparagraphs of this Ordinance so numbered or otherwise
so designated.
(4) The titles and headlines applied to articles, sections and
subsections of this Ordinance are inserted only as a matter of convenience and ease in
reference and in no way define or limit the scope or intent of any provisions of this
Ordinance.
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,
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
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ADDED TO THE BOUNDARIES OF THE DISTRICT, THE
EFFECTIVE DATE OF THE MODIFICATION OF THE PLAN
OF DEVELOPMENT FROM WHICH SPECIAL FUND SHALL
BE PAID THE PRINCIPAL OF, THE INTEREST ON, AND
ANY PREMIUMS DUE IN CONNECTION WITH THE BONDS
OF, LOANS OR ADVANCES TO, OR INDEBTEDNESS
INCURRED BY, WHETHER FUNDED, REFUNDED,
ASSUMED, OR OTHERWISE, THE CITY OF FORT COLLINS
FOR FINANCING OR REFINANCING, IN WHOLE OR IN
PART, DEVELOPMENT PROJECTS WITHIN THE
BOUNDARIES OF THE PLAN FOR DEVELOPMENT AREA.
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
7
VOTER-APPROVED REVENUE CHANGE UNDER SECTION
20 OF ARTICLE X OF THE COLORADO CONSTITUTION?
D. Prior Bonds. The City has heretofore issued and sold $20,388,000
aggregate principal amount of bonds or other indebtedness pursuant to the authority conferred at
the 1982 Election, and $4,612,000 of the authority so conferred at the 1982 Election remains.
The City has not heretofore issued any bonds or other indebtedness pursuant to the authority
conferred at the 2006 Election. Pursuant to Article X, Section 20(4) of the State Constitution,
that portion of the Bonds that will be 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 1982 Election and 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 and paying the costs of issuance of the Bonds. The Bonds shall be
issued in the aggregate principal amount of$5,700,000.
f the Supplemental Act provides that a public
(2) Section 1 1 57-204 o pp p
entity, including the City, may elect in an act of issuance to apply all or any of the
provisions of the Supplemental Act. The Council hereby elects to apply all of the
Supplemental Act to the Bonds, except for Section 11-57-205. The Bonds are issued
under the authority of the Supplemental Act and shall so recite. Pursuant to Section 1I-
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. 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 of thereof. No
8
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. The Bonds shall be
initially issued so that a single Bond shall evidence the obligation of the City to pay all
principal due on each of the Maturity Dates set forth herein.
Pursuant to the recommendations of the Committee on Uniform Security
Identification Procedures, CUSIP numbers may be printed on the Bonds.
The Bonds shall mature on December I in the following years in the
following aggregate principal amounts and shall bear interest from their delivery date or
the Interest Payment Dates to which interest has been paid next preceding their respective
dates, whichever is later, to their respective Maturity Dates, except if redeemed prior
thereto, at the following per annum interest rates:
Years Principal Amounts Interest Rates
2007 $1,085,000 %
2008 1,075,000
2009 1,130,000
2010 1,190,000
2011 1,220,000
Said interest shall be payable on June 1, 2007 and semiannually thereafter on the first day
of June and the first day of December of each year. Interest on the Bonds shall be
calculated on the basis of a 360-day year of twelve 30-day months. The maximum
interest rate on the Bonds shall not exceed 6.00% per annum.
The Debt Service Requirements of the Bonds shall be payable in lawful
money of the United States of America to the Owners of the Bonds by the Paying Agent.
The principal and interest shall be payable to the Owner of each Bond upon presentation
and surrender thereof at maturity or upon prior redemption, by check or draft mailed to
such Owner at the address appearing on the registration books of the City maintained by
the Registrar or by wire transfer to such bank or other depository as the Owner shall
designate in writing to the Paying Agent. Except as hereinbefore and hereinafter
provided, the interest 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
9
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 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 shall be subject to optional redemption
prior to their respective Maturity Dates, in whole or in part, on any date at a price equal to
the principal amount of each Bond so redeemed plus accrued interest thereon to the
Redemption Date.
The Bonds may be redeemed in part if issued in denominations that are
integral multiples of $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.
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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) 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.
(4) Registration Transfer and Exchange. Upon their execution and
authentication and prior to their delivery the Bonds shall be registered for the purpose of
payment of principal and interest by the Registrar. Thereafter, the Bonds shall be
transferable only upon the registration books of the City by the Transfer Agent at the
request of the Owner thereof or his, her or its duly authorized attomey-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 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
11
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.
(5) 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.
(6) 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.
(7) 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:
12
[Form of Bond]
(Text of Face)
UNITED STATES OF AMERICA
STATE OF COLORADO COUNTY OF LARIMER
CITY OF FORT COLLINS
DOWNTOWN DEVELOPMENT AUTHORITY
TAXABLE SUBORDINATE TAX INCREMENT REVENUE BOND
SERIES 2007A
No. R- $
Interest Rate Maturity Date Original Date CUSIP
_% December 1, _, 2007
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, 2007, or the first such date after the date hereof, whichever is later, in the manner
provided herein.
The Bonds are subject to optional redemption prior to their maturity date, in
whole or in part, on any date at a price equal to the principal amount of each Bond so redeemed
plus accrued interest thereon to the redemption date.
Bonds that are redeemable prior to their maturity date may be redeemed in part if
issued in denominations that are integral multiples of $100,000 and any integral multiple of
$5,000 in excess thereof. In such case the Bond is to be surrendered in the manner provided for
transfers of ownership. Upon payment of the redemption price the Registered Owner is to
receive a new Bond or Bonds of authorized denominations in aggregate principal amount equal
to the unredeemed portion of the Bond surrendered.
13
Unless waived by the registered owners of the Bonds to be redeemed, notice of
redemption of any Bonds is to be given by the paying agent in the name of the City by sending a
copy of such notice by certified or registered first-class postage prepaid mail, not less than thirty
(30) nor more than sixty (60) days prior to the redemption date, to the registered owner of each
of the Bonds being redeemed determined as of the close of business on the day preceding the
first mailing of such notice at the address appearing on the registration books of the City, in the
manner and upon the conditions provided in the Ordinance authorizing the issuance of this Bond
(the "Ordinance"). Bonds called for optional redemption as provided herein are redeemable only
to the extent of moneys on deposit with the paying agent and legally available 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 does not affect the validity of the redemption
proceedings with respect to any other Bond.
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,
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
described herein is a Saturday, Sunda legal holiday or an
payment, determination or nonce des y, Y> g Y Y
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, a special fund
designated as the Tax Increment Fund and a special account designated as the Subordinate Bonds
Debt Service Account, into which account the City has covenanted in the Ordinance to pay,
respectively, from the pledged revenues described in the Ordinance sums sufficient to pay when
due the principal of and interest on this Bond and any additional securities heretofore issued and
14
hereafter issued and payable from such pledged revenues on a parity with the Bonds, after
provision for payment of all principal and interest due in the current year on any securities
payable from the pledged revenues superior or senior to 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.
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 a first lien or an exclusive lien)
upon the pledged revenues. At the time of issuance of the Bonds, certain 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 or having a lien
thereon superior and senior with the lien of the Bonds in accordance with the provisions of the
Ordinance. Except as otherwise expressly provided in this Bond and the Ordinance, the pledged
revenues are 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 elections held June 1, 1982 and 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 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 lien on the pledged
revenues on a parity with the Bonds, provisions with respect to the custody and application of the
proceeds of the Bonds, the collection and disposition of the revenues and moneys charged with
and pledged to the payment of the principal of 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,
15
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.
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 attomey-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
16
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.
IN WITNESS WHEREOF, the City has caused this Bond to be executed in its
name and on its behalf with the facsimile or manual signature of the Mayor of the City, to be
sealed with a facsimile or manual impression of the seal of the City, to be attested with the
facsimile or manual signature of the City Clerk of the City, and to be countersigned with the
facsimile or manual signature of the Financial Officer of the City.
CITY OF FORT COLLINS, COLORADO
(CITY) By: (Facsimile or Manual Si ng ature)
(SEAL) Mayor
ATTEST:
(Facsimile or Manual Si nag ture)
City Clerk
Countersigned:
(Facsimile or Manual Signature)
Financial Officer
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CERTIFICATE OF AUTHENTICATION
This Bond is issued pursuant to the Ordinance herein described. Attached hereto
is the complete text of the opinion of bond counsel, Sherman & Howard L.L.C., Denver,
Colorado, a signed copy of which, dated the date of the first delivery of the Bonds, is on file with
the undersigned.
FINANCIAL OFFICER OF THE CITY
as registrar
(Manual Signature)
Dated:
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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
(Cust) (Minor)
under Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not on the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Name and Address of Assignee)
this Bond and does hereby irrevocably constitute and appoint
or its successors, to transfer this Bond on the books kept for
registration thereof.
Dated:
Signature guaranteed:
(Eligible Guarantor Institution)
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Owner as it appears upon the
face of this Bond in every particular without
alteration or enlargement or any change
whatever.
[End of Form of Bond]
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C. Bonds Equally Secured. The covenants and agreements herein set forth to
be performed on behalf of the City shall be for the equal benefit, protection and security of the
Owners of the Bonds, all of which, regardless of the time or times of their maturity, shall be of
equal rank without preference, priority or distinction of any of the Bonds over any other thereof,
except as otherwise expressly provided in or pursuant to this Ordinance.
D. Financial Obligations. All of the Bonds, as to all Debt Service
Requirements thereof, shall be payable solely out of the Pledged Revenues 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. Purchaser's Proposal; Award of Contract. A proposal for the purchase of
the Bonds upon terms favorable to the City has been received from the Purchaser, and the
Financial Officer of the City has recommended that said proposal be accepted by the Council.
The contract for the purchase of the Bonds is hereby awarded to the Purchaser at a price equal to
the aggregate principal amount of the Bonds upon the terms set forth in this Ordinance.
B. Approval of Investment Letter. The Council hereby approves the form of
the Investment Letter that is on file in the office of the City Clerk, with such changes therein, if
any, not inconsistent herewith as may be approved by the Financial Officer of the City.
Section 5. Disposition 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 Tax Increment Principal and Interest
Account and the Tax Increment Reserve Account) are hereby pledged to secure the payment of
the Debt Service Requirements of the Bonds, the Parity Securities and any Additional Parity
Bonds. 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
lien of this pledge and the obligation to perform the contractual provisions hereby made 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.
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A. Disposition of Bond Proceeds. The City shall deposit in the Development
and Expense Fund forthwith upon receipt thereof the net proceeds of the Bonds, to be used and
withdrawn only as provided in this Section 5A. The net proceeds of the Bonds deposited in the
Development and Expense Fund shall be used and paid out from time to time solely for the
purpose of paying the Cost of the Project. Any proceeds of the Bonds remaining in the
Development and Expense Fund after payment in full of the Cost of the Project may be
transferred to the Tax Increment Fund and used for the purposes thereof.
B. Disposition of Tax Increment Revenues. For so long as any of the Bonds
shall be Outstanding, as to any Debt Service Requirements, except as otherwise provided herein,
the Tax Increment Revenues, upon their receipt from time to time by the City, shall be set aside
and credited immediately to the Tax Increment Fund.
For so long as any of the Bonds shall be Outstanding as to any Debt Service
Requirements, the Tax Increment Fund shall be accumulated and administered, and the moneys
on deposit therein shall be applied, in the following order of priority:
(1) First, to the extent that there are Outstanding Superior Bonds or
Superior Securities, to the Tax Increment Principal and Interest Account to pay any Debt
Service Requirements of Superior Bonds or Superior Securities then Outstanding in the
manner set forth in Section 5C hereof;
(2) Second, to the extent that there are Outstanding Superior Bonds or
Superior Securities, to the Tax Increment Reserve Account, in the manner set forth in
Section 5D hereof, and
(3) Third, to the Subordinate Bonds Debt Service Account to pay the
Debt Service Requirements of the Bonds, any Parity Securities and any Additional Parity
Bonds in accordance with Section 5E hereof.
C. Tax Increment Principal and Interest Account Payments. To the extent
that there are Outstanding Superior Bonds or Superior Securities, the City shall deposit in the
Tax Increment Principal and Interest Account from the Tax Increment Revenues the amounts
required by the Ordinances authorizing the Superior Bonds or Superior Securities, at the times
and in the manner specified therein.
D. Tax Increment Reserve Account Payments. To the extent that there are
Outstanding Superior Bonds or Superior Securities, the City shall retain in the Tax Increment
Reserve Account the amounts, if any, required by the Ordinances authorizing such Superior
Bonds or Superior Securities. The Tax Increment Reserve Account shall be funded at the times
and in the manner specified in any such Ordinances and funds on deposit therein shall be utilized
as set forth in any such Ordinances.
E. Subordinate Bonds Debt Service Account Payments. After there have
been deposited in the Tax Increment Principal and Interest Account an amount sufficient to pay
all the Debt Service Requirements due or to become due during the current Bond Year on all
Superior Bonds or Superior Securities then Outstanding and after the accumulations to and
replenishments of the Tax Increment Reserve Account to be made in the current Bond Year have
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been made, any moneys remaining in the Tax Increment Fund in any Bond Year shall be used by
the City for the payment of Debt Service Requirements of the Bonds, any Parity Securities and
any Additional Parity 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 Superior Bonds or Superior Securities as herein
provided.
F. Budget and Appropriation of Sums. The sums required to make the
payments specified in this Section 5 shall be appropriated for said purposes, and the amounts so
required in each year shall be included in the budget and the 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
referred to in Section 5 hereof shall be kept separate and apart from all other accounts or funds of
the City as trust accounts solely for the purposes herein designated therefor. For purposes of
investment of moneys, nothing, except as specifically provided herein, prevents the commingling
of moneys accounted for in any two or more such funds or accounts pertaining to the Pledged
Revenues or to such fund and account and any other funds or accounts of the City adopted or
created under this Ordinance. Such funds or accounts shall be continuously secured to the fullest
extent required and permitted by the laws of the State for the securing of public funds and shall
be irrevocable and not withdrawable by anyone for any purpose other than the respective
designated purposes of such funds and accounts. Each periodic payment shall be credited to the
proper fund or account not later than the date therefor herein designated, except that when any
such date shall be a Saturday, a Sunday or a legal holiday, then such payment shall be made on
or before the next preceding business day.
B. Investment of Funds and Accounts. Any moneys in the Development and
Expense Fund and the Subordinate Bonds Debt Service Account may be deposited, invested, or
reinvested in Permitted Investments. Securities or obligations purchased as such an investment
shall either be subject to redemption at any time at face value by the Owner thereof at the option
of such Owner or shall mature at such time or times as shall most nearly coincide with the
expected need for moneys from the fund or account in question. Securities or obligations so
purchased as an investment of moneys in any such fund or account shall be deemed at all times
to be a part of the applicable fund or account; provided that the interest accruing on such
investments and any profit realized therefrom shall be credited to the Tax Increment Fund and
any loss resulting from such investments shall be charged to the particular fund or account in
question. The City shall present for redemption or sale on the prevailing market 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.
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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 Superior Bonds or Superior Securities and Additional Parity
Bonds or Parity Securities, the Tax Increment Revenues and the Investment Earnings 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 a first lien or an exclusive
lien) upon the Tax Increment Revenues and the Investment Earnings. 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 Tax Increment Revenues and the
Investment Earnings and shall not be entitled to any priority one over the other in the application
thereof regardless of the time or times of the issuance of the Bonds, any 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. Bonds and other types of
securities may be issued and made payable from the Pledged Revenues having a lien thereon
superior and senior with the lien of the Bonds in accordance with the provisions of this
Ordinance.
B. Issuance of Additional Parity Bonds. Nothing herein, subject to the
limitations stated in Section 7E hereof, prevents the issuance by the City of Additional Parity
Bonds payable from the Pledged Revenues and constituting a lien thereon on a parity with the
lien thereon of the Bonds.
C. Issuance of Superior Securities Permitted. Subject to the limitations stated in
Section 7E hereof and in the ordinances authorizing the issuance of Superior Bonds or Superior
Securities, the City may issue Superior Bonds or Superior Securities for any lawful purpose
payable from the Tax Increment Revenues and having a lien thereon superior and senior to the
lien thereon of the Bonds.
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D. Issuance of Subordinate Securities Permitted. Subject to the limitations stated
in Section 7E hereof, the City may issue Subordinate Bonds or Subordinate Securities payable
from the Tax Increment Revenues having a lien thereon subordinate or junior to the lien thereon
of the Bonds.
E. Action by Council. Additional Parity Bonds, Superior Bonds, Superior
Securities, 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 in any manner that would diminish the Tax Increment
Revenues.
(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.
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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
City, acting by and through its officers, or otherwise, shall at all times, to the extent permitted by
law, defend, preserve and protect the pledge of the Pledged Revenues and other funds and
accounts pledged hereunder and all the rights of every Owner of any of the Bonds against all
claims and demands of all Persons whomsoever.
F. Conditions Precedent. Upon the date of issuance of any of the Bonds, all
conditions, acts and things required by the Constitution or laws of the United States of America,
the Constitution or laws of the State, the Charter, or this Ordinance, to exist, to have happened,
and to have been performed precedent to or in the issuance of the Bonds shall exist, have
happened and have been performed, and the Bonds do not contravene any debt or other
limitation prescribed by the Constitution or laws of the United States of America, the
Constitution or laws of the State or the Charter.
G. Records. The City will keep proper books of record and account, separate
and apart from all other records and accounts, showing complete and correct entries of all
transactions relating to the funds and accounts described herein.
H. Protection of Security. The City, its officers, agents and employees, shall
not take any action in such manner or to such extent as might prejudice the security for the
payment of the Debt Service Requirements of the Bonds and any other securities payable from
the Pledged Revenues according to the terms thereof. No contract shall be entered into nor any
other action taken by which the rights of any Owner of any Bond or other security payable from
Pledged Revenues might be materially impaired or diminished.
I. Accumulation of Interest Claims. In order to prevent any accumulation of
claims for interest after maturity, the City shall not directly or indirectly extend or assent to the
extension of the time for the payment of any claim for interest on any of the Bonds or any other
securities payable from the Pledged Revenues; and the City shall not directly or indirectly be a
party to or approve any arrangements for any such extension or for the purpose of keeping alive
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any of such other claims for interest. If the time for the payment of any such installment of
interest is extended in contravention of the foregoing provisions, such installment or installments
of interest after such extension or arrangement shall not be entitled in case of default hereunder
to the benefit or the security of this Ordinance, except upon the prior payment in full of the
principal of all of the Bonds and any such securities the payment of which has not been
extended.
J. Prompt Payment of Bonds. The City shall promptly pay the Debt Service
Requirements of every Bond on the dates and in the manner specified herein and in the Bonds
according to the true intent and meaning hereof.
K. Use of Funds and Accounts. The funds and accounts described in the
Ordinance shall be used solely and only, and the moneys credited to such funds and accounts are
hereby pledged, solely for the purposes specified herein.
L. Additional Securities. The City shall not hereafter issue any bonds or
securities payable from the Pledged Revenues without compliance with the requirements with
respect to the issuance of such bonds or securities set forth herein to the extent applicable.
M. Other Liens. There are no liens or encumbrances of any nature
whatsoever on or against any of the Tax Increment Revenues except as provided herein.
N. Surety Bonds. Each official or other person having custody of any
Pledged Revenues, or responsible for their handling, shall be fully bonded at all times, which
bond shall be conditioned upon the proper application of said moneys.
Section 9. Defeasance.
When all Debt Service Requirements of the Bonds have been duly paid, the
pledge and lien and all obligations hereunder shall thereby be discharged and the Bonds shall no
longer be deemed to be Outstanding within the meaning of this Ordinance. There shall be
deemed to be such due payment when the City has placed in escrow or in trust with a Trust Bank
located within or without the State, moneys or Federal Securities in an amount sufficient
(including the known minimum yield available for such purpose from Federal Securities in
which such amount wholly or in part may be initially invested) to meet all Debt Service
Requirements of the Bonds, as the same become due to their respective Maturity Dates or to any
Redemption Date as of which the City shall have exercised or shall have obligated itself to
exercise its option to redeem Bonds prior to their 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. Nothing herein shall be construed to
prohibit a partial defeasance of the Outstanding Bonds in accordance with the provisions of this
Section 9.
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Section 10. Default Provisions and Remedies of Bond Owners.
A. Events of Default. Each of the following events is hereby declared to be
an Event of Default by the City:
(1) Payment of Principal. 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.
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
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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, except as provided in Section 12A and Section 12B hereof, and subject
to the applicable provisions concerning the Pledged Revenues and the proceeds of the Bonds.
Nothing herein affects or impairs the right of any Owner of any Bond to enforce the payment of
the Debt Service Requirements due in connection with his, her or its Bond or the obligation of
the City to pay the Debt Service Requirements of each Bond to the Owner thereof at the time and
the place expressed in such Bond.
D. Duties Upon Defaults. Upon the happening of any of the Events of
Default as provided in Section I OA hereof, the City, in addition, shall do and perform all proper
acts on behalf of and for the Owners of the Outstanding Bonds to protect and to preserve the
security created for the payment of their Bonds and to insure the payment of the Debt Service
Requirements of the Bonds promptly as the same become due. During any period of default, so
long as any of the Bonds, as to any Debt Service Requirements, are Outstanding, except to the
extent it may be unlawful to do so, all Pledged Revenues shall be paid into the Tax Increment
Principal and Interest Account, or, in the event of securities hereafter or heretofore issued and
Outstanding during such period of time senior or subordinate to or on a parity with the Bonds,
shall be applied as provided in Section 5C and Section 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 IOD provided, the Owner or Owners of not less than ten percent (10%) in principal
amount of the Bonds then Outstanding, after demand in writing, may proceed to protect and to
enforce the rights of the Owners of the Bonds as hereinabove provided; and to that end any such
Owners of Outstanding Bonds shall be subrogated to all rights of the City under any agreement
or contract involving the Pledged Revenues entered into prior to the effective date of this
Ordinance or thereafter while any of the Bonds are Outstanding. Nothing herein requires the
City to proceed as provided herein if it determines in good faith and without any abuse of its
discretion that such action is likely materially and prejudicially to affect the Owners of the
Outstanding Bonds and any Outstanding Parity Securities.
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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
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
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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.
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
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
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(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 IB it shall give notice of the proposed amendment by mailing such
notice to all Owners of Bonds at the addresses appearing on the registration books of the City.
Such notice shall briefly set forth the nature of the proposed amendment and shall state that a
copy of the proposed amendatory ordinance or other instrument is on file in the office of the City
Clerk for public inspection.
C. Time for and Consent to Amendment. Whenever at any time within one
(1) year from the date of the completion of the notice required to be given by Section I 1 B hereof
there shall be filed in the office of the City Clerk an instrument or instruments executed by the
Owners of at least sixty-six percent (66%) in aggregate principal amount of the Bonds then
Outstanding, which instrument or instruments shall refer to the proposed amendatory ordinance
or other instrument described in such notice and shall specifically consent to and approve the
adoption of such ordinance or other instrument, thereupon, but not otherwise, the Council may
adopt such amendatory ordinance or instrument and such ordinance or instrument shall become
effective. If the Owners of at least sixty-six percent (66%) in aggregate principal amount of the
Bonds then Outstanding, at the time of the adoption of such amendatory ordinance or instrument,
or the predecessors in title of such Owners, no Owner of any Bond, whether or not such Owner
shall have consented to or shall have revoked any consent as herein provided, shall have any
right or interest to object to the adoption of such amendatory ordinance or other instrument or to
object to any of the terms or provisions therein contained or to the operation thereof or to enjoin
or restrain the City from taking any action pursuant to the provisions thereof. Any consent given
by the Owner of a Bond pursuant to the provisions thereof shall be irrevocable for a period of six
(6) months from the date of the completion of the notice above provided for and shall be
conclusive and binding upon all future Owners of the same Bond during such period. Such
consent may be revoked at any time after six (6) months from the completion of such notice, by
the Owner who gave such consent or by a successor in title, by filing notice of such revocation
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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 or Superior Bonds or Superior Securities) upon the
adoption by the City and upon the filing with the City Clerk of an instrument to that effect and
with the consent of the Owners of all the Outstanding Bonds, such consent to be given in the
manner provided in Section I IC hereof; and no notice to Owners of Bonds shall be required as
provided in Section 11 B 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 11 B 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 I OE hereof.
Section 12. Miscellaneous.
A. Consent as Owner of 2004 DDA Bonds. The City is the sole Owner of the
2004 DDA Bonds, and no other obligations are outstanding as of the date hereof that have a lien
on the Pledged Revenues. The City, as owner of the 2004 DDA Bonds, hereby consents to the
issuance of the Bonds upon the terms and conditions set forth herein, and waives or amends any
33
requirements in the Ordinance authorizing the issuance of the 2004 DDA Bonds that are in
conflict herewith.
B. 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.
C. 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.
D. 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.
E. 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.
F. Statute of Limitations. No action or suit based upon any Bond or other
obligation of the City shall be commenced after it is barred by any statute of limitations
pertaining thereto. Any trust or fiduciary relationship between the City and the Owner of any
Bond or the obligee regarding any such obligation shall be conclusively presumed to have been
repudiated on the Maturity Date or other due date thereof unless the Bond is presented for
payment or demand for payment of such other obligation is otherwise made before the expiration
of the applicable limitation period. Any moneys from whatever source derived remaining in any
fund or account reserved, pledged or otherwise held for the payment of any such obligation,
action or suit, the collection of which has been barred, shall revert to such fund as the Council
shall provide by ordinance. Nothing herein prevents the payment of any such Bond or other
obligation after an action or suit for its collection has been barred if the Council deems it in the
best interests of the City or the public so to do and orders such payment to be made.
G. Delegated Duties. The officers of the City are hereby authorized and
directed to enter into such agreements and take all action necessary or appropriate to effectuate
the provisions of this Ordinance and to comply with the requirements of law, including, without
limitation:
(1) Printin . 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.
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(3) Closing_Documents. The execution of such certificates as may be
reasonably required by the Purchaser, relating, inter alia, to:
(a) The signing of the Bonds;
(b) The tenure and identity of the officials of the City;
(c) If in accordance with fact, the absence of pending litigation
affecting the validity of the Bonds;
(d) That portion of the Bonds that are authorized pursuant to
the authority conferred at the 1982 Election and that portion of the Bonds that are
authorized pursuant to the authority conferred at the 2006 Election; and
(e) The delivery of the Bonds and the receipt of the Bond
purchase price.
H. 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.
1. Rights and Immunities. Except as herein otherwise expressly provided,
nothing herein expressed or implied is intended or shall be construed to confer upon or to give to
any Person, other than the City and the Owners from time to time of the Bonds, any right,
remedy or claim under or by reason hereof or any covenant, condition or stipulation hereof. All
the covenants, stimulations, promises and agreements herein contained by and on behalf of the
City shall be for the sole and exclusive benefit of the City and any Owner of any of the Bonds.
No recourse shall be had for the payment of the Debt Service Requirements of the
Bonds or for any claim based thereon or otherwise upon this Ordinance authorizing their
issuance or any other ordinance or instrument pertaining thereto, against any individual member
of the Council, or any officer or other agent of the City, past, present or future, either directly or
indirectly through the City, or otherwise, whether by virtue of any constitution, statute or rule of
law or by the enforcement of any penalty or otherwise, all such liability, if any, being by the
acceptance of the Bonds and as a part of the consideration of their issuance specially waived and
released.
i. 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.
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K. 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.
L. 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.
M. 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.
N. Severability. If any section, subsection, paragraph, clause or other
provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the
invalidity or unenforceability thereof shall not affect any of the remaining sections, subsections,
paragraphs, clauses or provisions of this Ordinance.
Introduced and considered favorably on first reading and ordered published this 16th day
of January, A.D. 2007, and to be presented for final passage on the 6th day of February, A.D.
2007.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading this 6th day of February, A.D. 2007.
Mayor
ATTEST:
City Clerk
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ORDINANCE NO. 017, 2007
OF THE COUNCIL OF THE CITY OF FORT COLLINS
APPROPRIATING PROCEEDS FROM THE ISSUANCE OF CITY OF FORT COLLINS,
COLORADO, DOWNTOWN DEVELOPMENT AUTHORITY TAXABLE
SUBORDINATE TAX INCREMENT REVENUE BONDS, SERIES 2007A,
FOR THE PURPOSE OF MAKING CERTAIN CAPITAL IMPROVEMENTS,
CAPITAL PROJECTS AND DEVELOPMENT PROJECTS WITHIN
THE DOWNTOWN AREA OF FORT COLLINS, AUTHORIZING THE TRANSFER OF
APPROPRIATIONS BETWEEN FUNDS AND APPROPRIATING EXPENDITURES
FROM THE DDA DEBT SERVICE FUND TO
MAKE THE 2007 PAYMENT ON THE BONDS
WHEREAS, on April 21, 1981,the City of Fort Collins, Colorado, adopted Ordinance No.
46, 1981, establishing the Fort Collins, Colorado, Downtown Development Authority; and
WHEREAS,the Downtown Development Authority's Plan of Development was approved
by the City on September 8, 1981, and established the purpose of the Authority and the types of
projects in which the Authority would participate; and
WHEREAS, on June 1, 1982,a special election was held pursuant to Section 31-25-807(b)
of the Colorado Revised Statutes approving the issuance by the City of up to $25,000,000 in tax
increment obligations to finance certain projects of the Downtown Development Authority; and
WHEREAS,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. 016, 2007, as approved by the City
Council this same date, and there is sufficient revenue in the Operations and Maintenance Fund
available to pay the annual debt service payments on the bonds issued by said Ordinance; and
WHEREAS, through the adoption of Ordinance No. 016, 2007, of the Council of the City
ofFort Collins,the Council authorized the issuance of the City of Fort Collins,Colorado,Downtown
Development Authority Taxable Subordinate Tax Increment Revenue Bonds, Series 2007A (the
"Bonds"), in the maximum aggregate principal amount $5,700,000; 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 Charter of the City of Fort Collins permits the City
Council to make supplemental appropriations, in conjunction with all previous appropriations for
that fiscal years,provided that the total amount of such supplemental appropriations,in combination
with all previous appropriations for that fiscal year, does not exceed the current estimate of actual
and anticipated revenues to be received during the fiscal year; and
WHEREAS,Article V, Section 10, of the Charter authorizes the City Council to transfer by
ordinance any unexpended appropriated amount or portion thereof from one fund or capital project
to another fund or capital project, if the purpose for which the transferred funds are to be expended
remains unchanged.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That, contingent upon the final sale and issuance of the Bonds, there is hereby
appropriated for expenditure from Bond proceeds in the Downtown Development Authority
Operating Fund the amount of FIVE MILLION SEVEN HUNDRED THOUSAND DOLLARS
($5,700,000) to be used for the following:
Projects
1. Bas Bleu Performing Arts Theater $ 250,000
2. Sears Trostel Building Renovation(CTL/Thompson) 175,000
3. 252 East Mountain Avenue (Otter Industries) 290,000
4. Penny Flats Phase 1 Downtown Housing 547,085
5. Community Amphitheater 1,300,000
6. Downtown Hotel 500,000
Other Projects already approved by the DDA Board
(Tailgate Tommy's, Downtown Ice Rink, etc.) 356,096
Miscellaneous Projects pending DDA Board Approval 800,000
Total Projects $4,218,181
Programs
Facade Grant Program $ 500,000
Beet Street Cultural Program 737,753
Total Programs $1,237,753
Administrative Expenses $ 244,066
Total Project, Program and Administrative Costs $5,700,000
Section 2. That, there is hereby appropriated for expenditure from the Downtown
Development Authority Debt Service Fund the amount of ONE MILLION THREE HUNDRED
SEVENTEEN THOUSAND SIX HUNDRED DOLLARS ($1,317,600)to be used for the payment
of debt service on the bonds.
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Introduced and considered favorably on first reading and ordered published this 16th day of
January, A.D. 2007, and to be presented for final passage on the 6th day of February, A.D. 2007.
Mayor
ATTEST:
City Clerk
Passed and adopted on final reading this 6th day of February, A.D. 2007.
Mayor
ATTEST:
City Clerk
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