HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 04/02/2013 - ITEMS RELATING TO AN AGREEMENT BETWEEN THE CITY OFDATE: April 2, 2013
STAFF: Darin Atteberry, Bruce Hendee
Josh Birks, Mike Beckstead
AGENDA ITEM SUMMARY
FORT COLLINS CITY COUNCIL 8
SUBJECT
Items Relating to an Agreement Between the City of Fort Collins, the Fort Collins Downtown Development Authority,
and Woodward, Inc. Relating to the Relocation and Construction of the Company’s Headquarters and Expanding its
Manufacturing and Office Facilities.
A. Second Reading of Ordinance No. 055, 2013, Authorizing and Approving the Execution and Delivery by the
City of an Agreement with Woodward, Inc., and Related Documents, Including Authorizing the Issuance of
a Bond, in Connection with an Economic Development Project Relating to Woodward, Inc.; and Providing
Other Matters Related Thereto.
B. Second Reading of Ordinance No. 056, 2013, Appropriating General Fund Reserves to Fund a
Reimbursement Reserve Fund in Connection with an Agreement Between the City, Downtown Development
Authority and Woodward, Inc., Regarding the Link-n-greens Development.
EXECUTIVE SUMMARY
These Ordinances relate to providing business investment assistance to Woodward, Inc. to encourage the relocation
and construction of the company’s headquarters and expanding its manufacturing facilities in Fort Collins. The project
will retain or create between 1,400 and 1,700 primary jobs in the community, provide 31 acres of improved open space
along the river (including habitat restoration), and anchor the southeastern edge of the River District with a major
employer. The two items include:
A. An Agreement between the City, Downtown Development Authority, and Woodward, Inc.; and
B. An appropriation of $2.27 million in General Fund Reserves in connection with the Agreement with Woodward,
Inc.
Ordinance No. 055, 2013 was adopted on First Reading on March 26, 2013, by a vote of 6-1 (Nays: Ohlson). This
Ordinance has been amended on Second Reading to remove a “Whereas clause” in response to Council comments
on First Reading. Ordinance No. 056, 2013 was unanimously adopted on First Reading.
BACKGROUND / DISCUSSION
During the First Reading of these Ordinances, City Council asked for follow-up on four items. These items include:
• An explanation of the $4.0 million in net benefits listed in Year 1 from the Economic Impact Analysis;
• An understanding of the anticipated utility usage and impact of the proposed Project; and
• A description of the efforts of the City of Fort Collins related to Talent Development; and
• Data on Woodward’s current emissions, waste output, and recycling (some data to be provided in the Read-
Before).
Each item is discussed below.
Year 1 Net Benefits Explained
City Council asked for additional information related to the net benefits chart listed on Page 4 of A Report of the
Economic Impact of Project Blue Home in Fort Collins, CO dated March 8, 2013 (the analysis of 1,400 employees).
Specifically, City Council would like to understand the makeup of the approximately $4.0 million in net benefits
projected in Year 1. These net benefits are comprised of several revenue sources, as shown in Table 1, primarily
including use tax on Construction Spending, use tax on Manufacturing Purchases, and Building Permits and Capital
Expansion Fees. The total revenue anticipated in Year 1 is approximately $9,325,165 less $5,305,879 in rebates for
a net benefit of $4,019,287 shown in Year 1 of the chart on Page 4. The economic impact analysis is based on the
initial schedule presented by Woodward, which had all phases starting construction and, therefore, paying fees and
April 2, 2012 -2- ITEM 8
use tax before the end of 2015 or Year 2 of the analysis. This schedule is subject to change.
Table 1
Year 1 – Summary of Net Benefits
Item Total Less Rebates Net Benefit
Construction Spending* $2,455,089 $1,953,105 $501,984
Manufacturing Purchases $198,238 $158,591 $39,648
Building Permits & Capital Expansion Fees** $6,671,838 $3,194,183 $3,477,655
Total $9,325,165 $5,305,879 $4,019,287
*Includes Visitor Spending and Taxable Purchases by the Firm listed on Page 36
** Includes Lodging Taxes listed on Page 38
Utility Impacts
Water/Wastewater
Based on preliminary estimates, Woodward anticipates consuming between 8 and 18 million gallons annually, which
represents approximately 0.1 to 0.2 percent of the annual water treated and delivered by Fort Collins Utility (FCU).
Woodward anticipates proportionate share of wastewater. This consumption equates to approximately 75 to 225
average homes. Plenty of capacity exists in the area with major water transmission lines in both Lincoln Avenue and
Lemay Avenue. In addition, a major wastewater collection line crosses the site. Finally, FCU does not anticipate any
negative impacts to the system from the increased water consumption.
Energy
Based on preliminary estimates, Woodward anticipates consuming between 2,000 and 3,000 megawatt-hours (MWh)
per month. On an annual basis this represent between 1.6 and 2.4 percent of the total city energy use. The average
household in Fort Collins, based on actual data, consumes approximately 740 kilowatt-hours (KWh) per month (or 0.74
MWh). Therefore, this consumption equates to approximately 2,700 to 4,100 average households. Adequate capacity
exists in the area to serve Woodward’s anticipated demand. Finally, FCU does not foresee any negative impacts to
the system from the increased energy consumption.
Talent Development Activities
In June 2012, City Council adopted the Economic Health Strategic Plan (EHSP). The plan defines four major
objectives of the City regarding the continued health and resiliency of the economic in Fort Collins. One of these
objectives relates to workforce development. As a result of adoption, the Economic Health Office (EHO) has begun
a variety of activities in the workforce and talent development arena, including:
• Conveyed a small working group to further review workforce development, including: Front Range Community
College Corporate Solutions, Larimer County Workforce, Larimer Small Business Development Corporation
(SBDC), and other professionals engage in workforce development – Meet Monthly
• Actively participate in the Larimer County Workforce Investment Board, with SeonAh Kendall taking over the
team’s Board seat – Meet Monthly
• Participate in the Larimer SBDC Advisory Board – Meet Monthly
• Fund support of the Larimer County Workforce – Annual Workforce Summit; EHO support funds analysis of
workforce conditions in Larimer County with special emphasis on the disconnect between needed skills and
available workforce – Analysis Second and Third Quarter 2013, Summit in Fall 2013
• Developing a partnership with Poudre School District through the small working group – Second and Third
Quarter 2013
• Expanding the Business Retention and Expansion Survey to address labor and workforce issues – Spring
2013
• Participate in the Northern Colorado Healthcare Consortium, which is currently focused on developing
workforce particularly nurse aids and other essential support staff for the healthcare industry – Meet Quarterly
• Supporting the development of a workforce report to be prepared by Larimer County – Third Quarter 2013
• Conduct several business site visits discussing a variety of topics including: workforce needs and challenges
and raising awareness and connection of available training grants – Multiple Meetings Monthly
• Expanding the EHO team’s knowledge on training grant programs available through the State of Colorado and
April 2, 2012 -3- ITEM 8
H1B visas to leverage expertise available globally – On-going
• Funding the support of a Manufacturing Council for Larimer County. The Council will include executives from
the County’s largest manufacturers and will focus on a wide range of topics including workforce challenges
and development – Forthcoming
Emissions/Waste/Recycling
Two decades ago, Woodward reported air emissions to the Colorado Department of Public Health and Environment
in compliance with their air permit. The AIRS database records from that time show that Woodward’s emissions of
VOCs (volatile organic compounds) reached just over 100 tons per year in 1993 and 1994. The VOC emissions
dropped to 18 tons per year in 1995. As of 1997, VOC emissions for Woodard dropped below the de minimus
reporting threshold.
In June 2012, Woodward received an air permit compliance inspection confirming that Woodward is in full compliance
with their air permit. The report states that over the years, the vast majority of emission points (~22) have been
canceled as processes have changed or been modified. As of June 2012, only a single point (#15) remains “active”
and chemical throughputs regarding these solution tanks were evaluated. Both chemicals (nitric acid, hydrochloric
acid) appear below de minimus level threshold for Air Pollution Emission Notice (APEN) exemption.
The most recent (2011) Toxics Release Inventory (TRI) data for Fort Collins shows that Woodward reported emissions
of 22 pounds of lead in 2011, and zero pounds of chromium, copper and nickel as shown in Attachment 2. Staff has
requested historic data from the Environmental Protection Agency and the Colorado Department of Public Health and
Environment. This data, if received, will be provided as a Read Before item for the April 2, 2013 City Council meeting.
In addition, staff is collecting data on Woodward’s hazardous waste production and handling as well as recycling
program. This data will be provided as part of a Read-Before item on April 2, 2013.
BOARD / COMMISSION RECOMMENDATION
The Economic Advisory Commission (EAC) met on March 27, 2103 to review the financial package. The EAC had
previously met on March 20, 2013 to review the Project description, Public Benefits, and Economic Impact Analysis
of the proposed Project. The EAC voted 5-1 (nays: Colton) in favor or recommending adoption of the Agreement with
Woodward, Inc, see Attachment 3. The meeting minutes from March 27, 2013 are included as Attachment 4.
STAFF RECOMMENDATION
Staff recommends adoption of the Ordinances on Second Reading.
ATTACHMENTS
1. Copy of First Reading Agenda Item Summary - March 26, 2013
(w/o attachments)
2. Fort Collins, Colorado, Toxic Release Inventory, 2011
3. Economic Advisory Commission, Recommendation of Support, March 28, 2013
4. Economic Advisory Commission, Meeting Minutes, March 27, 2013
COPY
COPY
COPY
COPY
ATTACHMENT 1
DATE: March 26, 2013
STAFF: Darin Atteberry, Bruce Hendee
Josh Birks, Mike Beckstead
AGENDA ITEM SUMMARY
FORT COLLINS CITY COUNCIL 8
SUBJECT
Items Relating to an Agreement Between the City of Fort Collins, the Fort Collins Downtown Development Authority,
and Woodward, Inc. to Provide Business Investment Assistance for the Relocation and Construction of the Company’s
Headquarters and Expanding its Manufacturing and Office Facilities.
A. First Reading of Ordinance No. 055, 2013, Authorizing and Approving the Execution and Delivery by the City
of an Agreement with Woodward, Inc., and Related Documents, Including Authorizing the Issuance of a Bond,
in Connection with an Economic Development Project Relating to Woodward, Inc.; and Providing Other
Matters Related Thereto.
B. First Reading of Ordinance No 056, 2013, Appropriating General Fund Reserves to Fund a Reimbursement
Reserve Fund in Connection with an Agreement Between the City, Downtown Development Authority and
Woodward, Inc., Regarding the Link-n-greens Development.
EXECUTIVE SUMMARY
City Council will consider two items related to providing business investment assistance to Woodward, Inc. to
encourage the relocation and construction of the company’s headquarters and expanding its manufacturing facilities
in Fort Collins. The project will retain or create between 1,400 and 1,700 primary jobs in the community, provide 29
acres of improved open space along the river (including habitat restoration), and anchor the southeastern edge of the
River District with a major employer. The two items include:
A. An Agreement between the City, Downtown Development Authority, and Woodward, Inc.; and
B. An appropriation of $2.27 million in General Fund Reserves in connection with the Agreement with Woodward,
Inc.
BACKGROUND / DISCUSSION
Project Overview
Location
This area consists of 101.5 acres and is generally located at the southwest corner of East Lincoln and South Lemay
Avenue. The Cache la Poudre River is the southern boundary and the majority of the western boundary of the P.D.P.
The Poudre River Trail is located on the property within an easement. The project is zoned C-C-R Community
Commercial – Poudre River District, and the proposed uses are permitted in this zone district at this location.
History
The land is currently used as the Link-n-Greens golf course which has been in operation since 1986. The property
contains a barn, silos and outbuildings known as the Coy/Hoffman Barn, which were designated on the Colorado State
Register of Historic Properties in 1995. The barn is associated with the earliest development of agriculture in the area,
having been built during the 1860s as part of a homestead. Woodward has expressed an interest in working with the
City in recognizing the historic importance of the downtown river corridor. Although there are no specific plans to date,
they have indicated an interest in participating in some manner in recognizing the Coy Barn and other historic features.
As part of the development the barn will be renovated. A specific use has not been identified, although, in order to
protect the structure, it may not be open to the general public.
COPY
COPY
COPY
COPY
March 26, 2013 -2- ITEM 8
Project Description
The proposed Woodward project is being established to accommodate a new campus to accommodate the company’s
continuing growth. Woodward is a global company and has been in Fort Collins since 1955. They have continued
to experience growth in sales and breadth of market of their products. The company serves two major market sectors,
including aerospace and energy. It is Woodward’s intent to expand their facilities to meet the growing demand for their
products and to expand in northern Colorado. Over time, the project will be home to their international headquarters
and for the global headquarters of up to two of their businesses: Industrial Turbomachinery Systems (ITS) and Engine
Systems (ES). As a large base level employer Woodward generates over $2 billion in sales per year.
Woodward has outgrown their Drake facility and need to expand their overall facilities to accommodate continued
growth. Woodward intends to develop a campus of office, manufacturing, and testing facilities on the Link-N-Greens
site. The campus will include a collection of buildings with parking areas served by private drives. In conjunction with
the campus, a retail and commercial center is proposed to be located in the southeast corner of the site.
Approximately 70,000 square feet of office and commercial development is planned for this area. The combined
building footprint of the industrial/manufacturing facility is projected to be 600,500 square feet in buildings ranging from
one to three stories. A future phase of construction will contain an unknown amount of commercial development
including service based restaurant, retail and office for the benefit of the general public and Woodward employees.
Development of the industrial campus for Woodward will occur in four phases beginning with a first phase of
approximately 259,300 square feet. Timing of each of the phases will be based on market demand. Unlike the Drake
campus this one will not be fenced. Instead security will be through other measures, primarily at the buildings. This
will allow the campus to have an open street-front landscape appearance. The project plan is divided into Phase One
and Future Phases up to four phases. Phase One includes the core components of the Woodward operations and
would represent over $100 million in investment. Over all four phases construction would be approximately $200
million (including production equipment). The river restoration area would be dedicated to the City and be constructed
with phase one.
The project anticipates four phases as described below
• Phase I – 259,000 square feet of manufacturing and office space including the relocation of the ITS
operations from the Drake/Lemay site. In addition, this phase includes receiving and material space, a
production support building, and a café/multipurpose building. Woodward has committed to start this project
with final approval of this Agreement and their Board of Directors.
• Phase II – 60,000 square feet office building to include the relocation of the Corporate Headquarters from the
Drake/Lemay site. Final decision to proceed on this phase anticipated in early 2014.
• Phase III – 209,000 square feet of manufacturing and office space including the relocation of the ES
operations from Loveland.
• Phase IV – 72,000 square feet Energy Tech Center. In recent discussions this phase may happen
concurrently with Phase II. A decision on this phase is likely in early 2014.
• Drake/Lemay Facility – The facility will remain a productive part of Woodward’s operations. At this time, it
is unclear what aspect of the business will use the facility.
Woodward has been in discussion with the City over the last 6 to 8 months on details of the project layout and
relationship with the community. The project was reviewed and approved unanimously by the Planning & Zoning Board
on February 21st. There was no opposition to the project. Woodward intends to close on sale of the property in April
or May of 2013 with site work for Phase I commencing in August or September of 2013. The estimated time of
completion of construction for Phase I would be late winter of 2015 with delivery of production parts by 2016.
Public Improvements
The project will utilize Tax Increment Financing to make various upgrades to various site features. The first three public
improvements listed below will be completed as part of Phase I. Following is a brief description:
• Transmission Line – Currently there is a significant Platte River Power Authority (“PRPA”) transmission line
that crosses the site diagonally from Northeast to Southwest. The current location of the transmission line
impacts the development potential of the property. The City, working with PRPA, will cause the transmission
line to be relocated along Lemay Avenue extending across Mulberry Street and connecting back to the current
alignment south of the Poudre River. The route of the transmission line will be positioned back from Lemay
COPY
COPY
COPY
COPY
March 26, 2013 -3- ITEM 8
far enough to allow for a row of trees. Additionally, the new route will reduce the impact to the City owned
natural areas along the river reducing the number of existing towers in the natural area. The Land
Conservation and Preservation Board supported the proposed alignment on March 13, 2013.
• Right of Way Improvements – The City will design and construct improvements to both Lincoln Avenue and
Lemay Avenue required by the proposed relocation and expansion of Woodward’s corporate headquarters
and production facility. The improvements along Lincoln Avenue will generally include a center turn lane, bike
lanes, and a temporary pedestrian path along the south side of the street. Improvements to Lemay Avenue
will include a parkway, trees, sidewalk, street lighting, and other improvements to comply with the full street
cross section. Some improvements may be on an interim basis until funds are available for the broader
Lincoln Boulevard Improvements.
• Open Space Improvements – Woodward will gift a 31 acre parcel to the City for the purpose of restoring the
property to a natural condition. The restoration will include landscape and habitat improvements based on a
design developed by the City’s natural areas department. The tax increment financing will be used to help
offset the design and construction costs related with these improvements.
• Lincoln Boulevard Improvements – To the extent available, tax increment financing may provide funds to
assist with future enhancements along Lincoln Avenue. The intent of the improvements is to transform the
standard cross section into a boulevard similar to Mountain Avenue west of Old Town. The specific details
of these improvements are not set but may include construction of new or improved street and intersections,
sidewalks and benches, bicycle lanes and racks, trees and other landscaping, gateway features, transit
related infrastructure, storm water improvements, directional signage, public art and other project for a positive
neighborhood image, and interpretive features of culture and history relevant to the area. These improvements
are subject to a successful voter initiative to provide capital funding for the portion of the cost not covered by
tax increment financing and subject to the availability of tax increment depending on the timing of Phase III
construction.
Utility Partnership
There is an opportunity in the future for Woodward to partner with the City and participate in the Fort Collins Solar
Program (FCSP). The intent of the FCSP is to enter into 20 year purchase power agreements with commercial
customers for the purchase of the energy produced from customer photovoltaic systems. The program is currently
funded in the 2013 and 2014 budgets. Timing is a significant issue related to solar installed with this program. Utilities
are allowed to apply a multiplier of 3 towards meeting the State’s Renewable Energy Standard up until July 2015. The
FCSP must use the multiplier to be economically practical. Rooftop space for the installation of solar at Woodward
may or may not be available until 2015. Fort Collins Utilities has expressed an interest in working with Woodward as
a participation in the Program. Note, the one caveat will have to be completion of any solar array whose energy will
be purchased through the FCSP before July of 2015.
Fort Collins Utilities (FCU) is working with Woodward through the Integrated Design Assistance Program (IDAP) and
has committed $75,000 in funds to assist with this energy efficiency design. Through this program, FCU is providing
financial and technical assistance in the design phase and will provide a financial incentive based on facility energy
savings. Utilities staff are participating in an early design charrette attended by multiple stakeholders to promote a
holistic approach to design. A copy of the preliminary IDAP package is attached.
In addition to the work on site, there is also discussion related to a partnership that would utilize Woodward equipment,
which would allow them to demonstrate their equipment, at the Drake Waste processing plant to use the methane
created in the treatment process to make electricity. The electricity created would qualify towards our Renewable
Energy Standard.
PRPA Transmission Line Relocation IGA
The City will enter into an Intergovernmental Agreement (“IGA”) with PRPA subject to approval by the City Council.
The IGA provides that the City of Fort Collins will pay for the relocation and installation of the transmission lines that
currently cross the property. Funding for the relocation of the lines will be paid from tax increment financing (“TIF”)
generated by the development of the Woodward Property. The IGA has been presented to and approved by the PRPA
Board of Directors. Relocation of the line will occur starting in 2013 and will result in one new transmission tower
placed in a natural area just south of Mulberry and the removal of three transmission towers northwest of Mulberry
in a natural area. The City, upon approval of the IGA will manage the project including all public outreach.
COPY
COPY
COPY
COPY
March 26, 2013 -4- ITEM 8
Public Benefit
Fort Collins provides a high quality of place attributed to the lively historic downtown and the city’s impressive parks,
trails and open space networks. These community assets make Fort Collins an attractive place for both a well-
educated workforce and diverse industries. Woodward’s proposed relocation and expansion represents an opportunity
to strengthen the existing high quality of place. The Project meets numerous City Plan policy objectives, occurs in a
Catalyst Project Area (as defined by City Plan), and presents the opportunity to enhance and expand the Poudre River
Corridor natural area. Thus, the project represents an opportunity to achieve more than economic outcomes but an
opportunity to strengthen the overall community.
City Plan Policy Objectives
The project as proposed by Woodward meets a variety of City Plan objectives, including but not limited to:
Economic Health
• EH 1.1 – Support Job Creation: The project will create between 185 and 400 new primary jobs as well as
transfer between 515 and 600 jobs from within the region.
• EH 1.4 – Target the Use of Incentives to Achieve Community Goals: The project will achieve broader
community goals as described, including natural areas restoration, open space preservation, and
infill/redevelopment.
• EH 2.1 – Support Targeted Industry Clusters: Woodward is a member of the Clean Energy cluster and an
active member of the Colorado Clean Energy Cluster non-profit entity supporting clean energy research and
development.
• EH 4.1 – Prioritize Targeted Redevelopment Areas: The Link-N-Greens site is within an identified targeted
redevelopment areas in City Plan.
Environmental Health
• ENV 1.1 – Protect and Enhance Natural Features: The project as proposed and approved by the Planning
and Zoning board protects and restores approximately 31 acres of open space adjacent to the Cache la
Poudre River.
• ENV 2.1 – Maintain System of Open Lands: The project adds to the open space system surrounding the
Cache la Poudre River. Through habitat restoration it will enhance the integrity of wildlife habitat.
• ENV 2.10 – Maintain Access: The Poudre River Trail currently travels along the boundary of the project.
Subject to available funding, the trail will be moved further from the river’s edge with select developed river
access points. This approach provides access to the natural area while providing for habitat restoration.
• ENV 5.4 – Support Renewable Energy in New Development: The project is actively engaged in the IDAP
program provided by FCU to achieve facility energy savings. In addition, Woodward is looking to partner with
FCU through the Fort Collins Solar Program.
• ENV 7.11 – Participate in Research, Development and Demonstrations: Woodward and FCU are
contemplating a partnership to foster research, development and demonstrations projects in the renewable
energy and energy management sector.
• ENV 24.2 – Conserve Natural Features: The project includes a dedication of 31 acres along the Cache la
Poudre River. This land also includes an area of a historic river oxbow.
• ENV 24.4 – Restore and Enhance: The project includes the restoration of landscaping and habitat on a 31
acre parcel adjacent to the river.
• ENV 26.3 – Ensure Setbacks for Channel Instability and Improve Channel Migration: The 31 acre natural
parcel includes an opportunity to stabilize the river bank and allow for greater lateral migration, potentially in
the location of the historic river oxbow.
Community and Neighborhood Livability
• LIV 5.1 – Encourage Targeted Redevelopment and Infill: The Link-N-Greens site is encompassed by the
identified targeted redevelopment areas within City Plan.
• LIV 21.4 – Provide Access to Transit: The project includes access to bus stops along Lincoln Avenue and
Lemay Avenue. In addition, future enhancements to Lincoln Avenue may include additional transit facilities
intended to provide circulation to and through Old Town.
COPY
COPY
COPY
COPY
March 26, 2013 -5- ITEM 8
Transportation
• T 3.3 – Transit Supportive Design: Interim and future enhancements to Lincoln Avenue will seek to integrate
transit and alternative modes of transportation into the immediate improvements and final design.
Catalyst Project Areas
During the Plan Fort Collins process project team members, City Council, and the public identified areas throughout
the city that have the potential to “showcase” opportunities to embrace the Plan Fort Collins vision themes of Innovate,
Sustain, and Connect. Through a combination of public and private actions that complement and build upon one
another, these areas have the potential for lasting, desirable change. The Lincoln Triangle Area was identified as one
of these Catalyst Project Areas.
The Lincoln Triangle Area contains a rich mix of historic and new development as well as substantial vacant and
underdeveloped parcels. The Link-N-Greens site is one such underdeveloped area. The proposed Project meets many
aspects of the Area Vision, including:
• Showcase Heritage: The Coy/Hoffman Barn will be maintained as a part of the project preserving a link to
the history of the area.
• River Links: The dedication of additional open space along the river will provide an opportunity to enhance
and expand the Poudre River corridor.
• Connect: The interim and ultimate improvements along both Lemay and Lincoln Avenue will provide
additional pedestrian and bicycle connective in the area.
Finally, the Lincoln Triangle Catalyst Project Area lists several priority projects; one of these projects is the
improvement of Lincoln Avenue. The City has already begun the planning of these improvements; however, the
project, if all phases are completed, may provide much needed funding for the completion of the project.
Net Benefits to Other Taxing Entities
The Project will generate additional benefits and costs for local taxing districts other than the City and the DDA.
Additional discussion of the City and DDA fiscal impacts occurs below under the Financial Assistance Overview
section. Both Larimer County and the Poudre School District (“PSD”) will see net benefits from the project, primarily
from additional property tax revenue. Despite the site’s location within the DDA, both Larimer County and PSD retain
50 percent of any property tax increment generated in the district. The net benefits to each are summarized below:
• Larimer County: Between $5.5 million and $5.8 million in net benefits with a present value of $3.9 million to
$4.1 million (using a 5 percent discount rate).
• PSD: Between $11.7 million and $12.0 million in net benefits with a present value of $8.1 million to $8.2 million
(using a 5 percent discount rate).
Financial Assistance Overview
The opportunity to retain approximately 700 primary jobs and encourage the expansion of a business to include 700
– 1,000 new primary jobs to Fort Collins (with 185-400 new jobs to Northern Colorado) generates significant positive
economic impacts to the community (See Financial/Economic Impacts). As a result, the City Council will consider a
Business Assistance Agreement (the “Agreement”) providing three primary forms of investment in the proposed
Project. These investments include: (1) tax increment assistance through the DDA; (2) rebate of use tax on eligible
manufacturing equipment and construction materials; and (3) rebate of applicable development review, capital
expansion, street oversizing, and utility plant investment fees (“Capital Expansion/PIF Rebates”).
COPY
COPY
COPY
COPY
March 26, 2013 -6- ITEM 8
Table 1
Business Assistance Package Summary
Response
DDA Tax Increment Revenues $16.7 MM
Manufacturing Equipment and Construction Use
Tax Rebates (80%)
$3.8 MM
Development Fee Rebates (100%) $0.3 MM
Capital Expansion/PIF Rebates (50%) $2.7 MM
Total $23.5 MM
Tax Increment Assistance
Woodward has focused on the Link-N-Greens property (see Attachment 1: Project Location Map) for the potential
relocation and expansion of the company’s corporate headquarters and production facilities. On March 5, 2013 City
Council, with unanimous support, considered the amendment of the DDA Plan of Development to include the property
on first reading of Ordinance No. 49, 2103. By amending the Plan of Development, the City Council enables the use
of tax increment financing to support the Project.
Based on a Larimer County Assessor Estimate of Future Value dated January 29, 2013 and the initial phasing
schedule provided by Woodward, the project will generate approximately $16.7 million in tax increment revenue over
the remaining life of the DDA area. These funds will be used to reimburse Woodward and the City for several costs
associated with the Project, including: facades, right of way improvements (Lincoln and Lemay), relocation of a Platte
River Power Authority (“PRPA”) transmission line, open space restoration, and future enhancements to Lincoln
Avenue, as shown in Table 2. In addition, a portion of the tax increment revenue will cover financing cost associated
with the reimbursement amounts.
Table 2
Summary of Public Improvement Costs
Estimated Total
Cost (Millions)
Tax Increment
Pledge (Millions)
Balance*
(Millions)
Building Facades $6.00 $3.80 $2.20
Right of Way
Improvements $1.75 $1.75 $0.00
Transmission Line
Relocation $1.30 $1.30 $0.00
Open Space
Improvements
$3.50 $3.00 $0.50
Lincoln Boulevard $11.00 $2.85 $8.15
Financing $4.00 $4.00 $0.00
Total $27.55 $16.70 $11.15
*Any unfunded balance remaining after the TIF pledge is the responsibility of the recipient listed in
the table.
Woodward has agreed to advance the funds necessary to relocation the Transmission Line and construct the Right
of Way Improvements and Open Space Improvements (described above). The DDA and City have agreed to
reimburse this advance and evidence that commitment with a bond1. Tax Increment revenue will be used to repay the
Bond principal and interest on the bond will be variable and indexed to the 10 year U.S. Treasury Note rate2. This rate
1 The Bond is being issued pursuant to Article XX, Section 6 of the Colorado Constitution, Article V, Section 19.8
of the City Charter, the Downtown Development Authority Act, the Supplemental Act, and pursuant to the 2006
Election.
2 The actual interest rate will be determined by comparing the 10 year U.S. Treasury Note on the initial advance date
compared to the 10 year U.S. Treasury Note on each subsequent anniversary date and using the difference. At no
time will the interest fall below 0.25 percent per annum.
COPY
COPY
COPY
COPY
March 26, 2013 -7- ITEM 8
will likely fall well below the current market based cost of capital. Woodward has agreed to these terms as a way to
demonstrate their commitment to the community and improvement of the Lincoln Triangle Catalyst Project Area.
Due to the variable rate and uncertainty regarding phasing, the City has agreed to appropriate $2.27 million in General
Fund Reserves for the purpose of creating a reimbursement reserve. These reimbursement reserve funds will only
be required if the Tax Increment revenue generated by the project falls short of the amount necessary to reimburse
Woodward’s advanced funds with interest, as described in the Bond. In the event only Phase I is completed, the entire
amount of these funds may be needed to complete the capital projects. However, if only Phases I, II, and IV are
completed; the additional TIF generated by these additional Phases should eliminate the need for the reimbursement
reserve funds (depending on the actual schedule of these phases).
Use Tax Rebate
Woodward plans to invest approximately $169.1 million in new buildings and $50.5 million in new equipment as part
of the proposed Project. As part of the Agreement, City Council will consider rebating 80 percent of the use tax
collected in connection with these investments. The rebate would include approximately $2.6 million of the total $3.3
million due on construction materials and $1.2 million of the total $1.4 million due on eligible equipment see Table 3.
In both cases, the rebates go beyond the general fund portion of the rate. As a result, the general fund must bear the
additional cost of the rebate to avoid impacting revenue associated with the dedicated sales tax rates (e.g., Open
Space, Street Maintenance, Building on Basics, and Keep Fort Collins Great). This additional cost will be backfilled
from the revenue generated by indirect and induced economic impacts to the community. The estimated total backfill
is approximately $800,000 for all phases.
The actual amount of the use tax rebate will be tied to Woodward achieving an employment level of 1,400 by
December 31, 2018. The City will retain 40 percent of any rebate amount until the employment level has been reached
by Woodward. If the target employment level is reached after December 31, 2018 but before December 31, 2020
Woodward will receive the retained 40 percent less $500,000 (combined between use tax and development fee
rebates). Woodward will not be entitled to the remaining 40 percent if the target level is not reached by December 31,
2020.
Table 3
Summary of Use Tax Rebates
Estimated Total
(Millions)
Tax Rebate
(Millions)
Retained
Revenue
(Millions)
Backfill
(Millions)
Construction Materials $3.3 $2.6 $0.7 $0.7
Eligible Equipment $1.4 $1.2 $0.2 $0.1
Total $4.7 $3.8 $0.9 $0.8
Development Fee Rebate
As part of the Agreement, City Council will consider rebating 50 percent of the applicable Capital Expansion, Street
Oversizing and Utility Plant Investment fees due for the Project. In addition, City Council will consider rebating 100
percent of the applicable Development Review Fees (e.g., Plan Check, and Base Building Permit Fee). The rebate
will include approximately $3.0 million of the total $5.7 million due see Table 4. These fees are collected to offset the
cost each new project imposes on the capital infrastructure within the City. As a result, the cost of the rebate must be
backfilled from the revenue generated by indirect and induced economic impacts to the community. The backfilled
revenue will make each capital fund whole. The estimated total backfill is approximately $2.7 million.
The actual amount of the development fee rebate will be tied to Woodward achieving an employment level of 1,400
by December 31, 2018. The City will retain 40 percent of any rebate amount until the employment level has been
reached by Woodward. If the target employment level is reached after December 31, 2018 but before December 31,
2020 Woodward will receive the retained 40 percent less $500,000(combined between use tax and development fee
rebates). Woodward will not be entitled to the remaining 40 percent if the target level is not reached by December 31,
2020.
COPY
COPY
COPY
COPY
March 26, 2013 -8- ITEM 8
Table 4
Summary of Development Fees
Total
(Millions)
Rebate
(Millions)
Retained
Revenue
(Millions) Backfill
Wastewater $0.60 $0.30 $0.30 $0.30
Water $1.10 $0.55 $0.55 $0.55
Stormwater $0.30 $0.15 $0.15 $0.15
Electric $2.00 $1.00 $1.00 $1.00
Street Oversizing $1.20 $0.60 $0.60 $0.60
Capital Expansion $0.20 $0.10 $0.10 $0.10
Development Review/Other $0.30 $0.30 $0.00 $0.00
Total $5.70 $3.00 $2.70 $2.70
Use Tax and Fee Backfill
As described, the Agreement contemplates rebates of use tax and fees that will require backfill by the General Fund.
Based on the Economic Impact Analysis, there is between $3.8 million and $6.2 million in indirect and induced net
benefits to the City from various sources over the first 16 years (these sources exclude any revenue from utilities as
they cannot be comingled with General Fund revenues to meet these obligations). These indirect and induced impacts
and the resulting revenue will backfill the portions of the rebates over a period of between 10 and 16 years depending
on financing costs.
The total backfill required (including use tax and fees) assuming all phases are constructed on schedule is
approximately $3.5 million. However, the actual Project phasing will impact the contemplated use tax rebates and
development fee rebates. As stated, the nature of the rebate will require backfill for a portion of the total rebate
amount. Therefore, the backfill shifts depending on the construction phasing. Table 5 provides an overview of the total
rebates and the required backfill. Under the Phase I only scenario the City will rebate $1.37 million in use tax and $1.73
million in development fees for a total rebate of $3.11 million. This scenario requires a backfill of $1.93 million.
Furthermore, the hold back of 40 percent of the rebates will influence the actual cash needed in any given year to fund
this backfill. The 40 percent holdback of the rebates will most likely not be due to Woodward until after December
31,2018 but before December 31, 2020. This lowers the backfill amount as initially need for each phase. Staff
continues to evaluate the best method to fund the backfill amount.
Table 5
Overview of Use Tax by Scenario
Phase I Only
(Millions)
Phase I,
II, &
IV(Million
s)
All Phases
(Millions)
Use Tax Rebate $1.37 $2.43 $3.8
Use Tax Backfill $0.29 $0.51 $0.80
Development Fee Rebates $1.73 $2.36 $2.98
Total Rebates $3.11 $4.79 $6.78
Total Backfill Required $1.93 $2.68 $3.50
Initial Backfill (60%) $1.16 $1.61 $2.10
Holdback (40%) $0.77 $1.07 $1.40
NOTE: The proposed project is subject to change. Changes in timing, final construction investment, and final
equipment purchases will affect both the financial assistance offered by the City and the financial/economic impacts
to the City.
COPY
COPY
COPY
COPY
March 26, 2013 -9- ITEM 8
FINANCIAL / ECONOMIC IMPACTS
Economic Impact Analysis Overview
The Project will generate economic impacts during construction and operations. The construction activities, occurring
while Woodward builds its new facilities, will generate one-time impact for construction workers and businesses in the
area. The on-going operations of the firm will create annual economic impacts, employing workers in the community
and supporting additional economic activity throughout the region.
The economic impacts were evaluated based on two scenarios: (1) a total employment level of 1,400, including 700
existing employees, 515 employees transferred from within the region, and 185 new employees; and (2) a total
employment level of 1,700 including 700 existing employees, 600 employees transferred from within the region, and
400 new employees. Both scenarios assume a total investment in the buildings of $169.1 million and $50.5 million
in manufacturing equipment. In addition, both scenarios assume an average annual salary for all jobs of $76,000,
which equates to 170% of the Larimer County average annual income ($44,564 based on Bureau of Labor Statistics
Employment and Wage data, Fourth Quarter 2011).
The economic impact analyses (See Attachment 8 and 9) estimate the one-time impacts from construction will be the
same for both scenarios with approximately 1,652 jobs supported by the $169.1 million investment at an average
annual salary of $55,106. In addition, the analyses estimate that the facility will support between 1,400 and 2,227 total
jobs see Table 6. These estimates assume a modest manufacturing multiplier for the transferred jobs and a full
manufacturing multiplier of 2.23 for the new jobs. The average salary ranges from $49,794 to $52,393.
Table 6
Summary of Economic Impacts
Scenario 1 Scenario 2
Construction (One-Time)
Jobs 1,652 1,652
Earnings $91,034,579 $91,034,579
Average Earnings per Job $55,106 $55,106
Operations (On-going)**
Jobs 1,400 2,227
Earnings $73,349,666 $110,890,650
Average Earnings per Job $52,393 $49,794
**Total change in earning during the first year of full employment.
In addition, the analyses evaluate the fiscal impacts to the City of Fort Collins, Larimer County, Poudre School District,
and Downtown Development Authority. These impacts include estimates of both revenues and expenses based on
the published 2012 budgets for each jurisdiction. Full details of the calculations can be found in the attached reports.
Furthermore, the analyses net out the costs of the proposed assistance described above before estimating additional
benefits. The net benefits are estimated to range from $8.7 million to $12.0 million (net benefits here includes all
revenue sources, e.g., sales and use tax, utility revenue, etc.); including all revenue sources see Table 7. The net
benefits previously described, between $3.8 million and $6.2 million, exclude the utility net benefits included here
because the rebate backfill cannot rely on utility funds to meet that obligation. Assuming a 5 percent discount rate the
present value of the estimated net benefits today is between $7.0 million and $9.1 million.
Table 7
Summary of Fiscal Impacts
Scenario 1 Scenario 2
Additional Benefits $32,541,701 $50,740,478
Additional Costs ($23,861,724) ($38,751,622)
Net Benefits $8,679,877 $11,988,856
Present Value of Net Benefits *** $6,957,716 $9,088,081
*** This analysis uses a 5% discount rate.
COPY
COPY
COPY
COPY
March 26, 2013 -10- ITEM 8
This project considers an expansion of an existing manufacturer in Fort Collins. Woodward is considering locations
outside the City for possible relocation and expansion of its manufacturing and headquarters operations. The company
currently employs 700 workers in the City and supports real and personal property of $22.3 million. Woodward’s
current operations represent approximately $850,000 in net revenues to the City annually. The new construction and
expansion would increase the company’s impact on Fort Collins by approximately $8.68 million over the next 16 years.
Therefore, the estimated value to Fort Collins if the manufacturer were to leave the city is a loss of $22.55 million over
the next 16 years or a loss to the city of $1.4 million per year on average or $16.2 million in present value. More than
27 percent ($6.25 million) of the total net revenue is generated in the first two years as shown in the graph below.
NOTE: The proposed project is subject to change. Changes in timing, final construction investment, and final
equipment purchases will affect both the financial assistance offered by the City and the financial/economic impacts
to the City.
General Fund Reserves Appropriation Impact
The proposed Project and the Agreement contemplate a phased approach to construction. Due to this phasing, the
commitments by the City, DDA, and Woodward shift accordingly. In addition, the timing of the phases may significantly
impact the available TIF pledge for the project. There are several potential scenarios that could unfold as Woodward
reacts to market demand. The most likely scenarios have been analyzed further. The impacts of each scenario to the
TIF and Loan are summarized in Table 8.
If Woodward never constructs more than Phase I, then the TIF will not support full repayment of the advanced funds
plus interest. The agreement contemplates the City appropriating up to $2.27 million for the purpose of creating a
reimbursement reserve. The need for these reimbursement reserve funds will change as additional phases are
completed by Woodward. Assuming Phase I, II, and IV are built, on the current proposed schedule, the need for these
additional funds will disappear. Staff recommends this approach because the community receives $4.8 million in public
improvements (Right-of-Way improvements and Open Space improvements) at a $2.27 million discounted cost in the
worst case. Otherwise, the TIF funds these costs exclusively. In addition, the City has agreed to stand behind the full
reimbursement of the advanced funds plus interest regardless of the Tax Increment revenue, interest rate increase,
or other unforeseen economic condition. This commitment is, however, subject to annual appropriation as required
by the Colorado State Constitution.
Table 8
Overview of TIF/Loan by Scenario
Phase I Only
(Millions)
Phase I,
II, & IV
(Millions)
All Phases
(Millions)
Total TIF Available $7.30 $11.10 $16.70
Façade Pledge $1.50 $2.80 $3.80
TIF Balance $5.80 $8.30 $12.90
Bond Principal $6.05 $6.05 $8.90
Estimated Interest $2.02 $2.25 $4.00
Additional Funds Required ($2.27) $0.00 --
ENVIRONMENTAL IMPACTS
Landscape
Of the 101.5 acre parcel almost one third of the site will be preserved and restored as natural area. A river restoration
area of approximately 28.7 acres is proposed as part of the project, and would be constructed as part of the initial
phase. Additionally, the remainder of the site will be designed incorporating Xeriscape principles.
The project’s Ecological Characterization Study reports that the Link-n-Greens site contains several natural habitats
and features, predominately the Poudre River corridor, several wetlands that have formed along the fringe of the golf
course ponds (0.10 acres), and 464 significant trees. The site’s existing habitat value is largely contained within the
COPY
COPY
COPY
COPY
March 26, 2013 -11- ITEM 8
areas immediately adjacent to the Poudre River due to the ornamental nature of the golf course and the lack of habitat
diversity associated with a bluegrass lawn. The site has also been evaluated for Threatened and Endangered species
and the only potentially suitable habitat was for the Preble’s Meadow Jumping Mouse. However, no populations of
jumping mouse are known to exist in the Poudre River downstream of Watson Lake (north of Bellevue).
To meet the standards associated with the Land Use Code, the project has proposed an overall buffer area of 28.7
acres instead of the 23.4 acres that would be required through the 300' standard. At no point is the proposed buffer
zone less than 210’ and the buffer zone is as large as 600’ along the historical oxbow (a U-shaped area where the
Poudre River was able to meander out of its main channel when it was connected with its floodplain). Staff has worked
extensively with the applicant to develop a river restoration project that would enhance the overall river habitat
substantially beyond conditions existing today. Additionally the Poudre River Trail will be realigned to allow more
distance between the river riparian habitats while still providing an interesting experience.
Noise
Production activities will be conducted within the proposed buildings and the level of noise is not anticipated to exceed
maximum allowable Db(A) levels. Buildings and service areas are located interior to the site to mitigate off site
impacts.
STAFF RECOMMENDATION
Both City and DDA staff recommend adoption of these Ordinances on First Reading.
BOARD / COMMISSION RECOMMENDATION
Planning and Zoning Board, February 21, 2013
Water Board, January 17, 2013
Land Conservation and Stewardship Board, March 13, 2013 (Meeting Minutes Unavailable)
Economic Advisory Commission, March 15, 2013 (Meeting Minutes Unavailable)
PUBLIC OUTREACH
Neighborhood Meetings: August 20, 2012(ODP), November 2, 2012 (PDP)
Natural Area/River Concept Neighborhood Meeting: January 30, 2013
In addition, the Fort Collins Area Chamber of Commerce commissioned a study conducted by Behavior Research
Center during February 2013. The study measured the attitude of registered Fort Collins voters in regard to various
issues within the community. Of the 301 respondents, most were in agreement on the need to retain existing
employers (88%) to create quality jobs. The study specifically asked respondents on whether Wooward, Inc. should
be a top priority for the City of Fort Collins. A resounding 85 percent agreed that retaining Woodward, Inc. should be
a priority for the City, while 9 percent were not sure and 6 percent did not see this as a priority.
ATTACHMENTS
1. Project Location Map
2. Drainage Easement Map
3. River Restoration Exhibit
4. Transmission Line Relocation Map
5. Water Board Meeting Minutes, January 17, 2013
6. Economic Impact Analysis, Project Blue Home, March 8, 2013 (Assumes total employment of 1,400)
7. Economic Impact Analysis, Project Blue Home, March 4, 2013 (Assumes total employment of 1,700)
8. Transmission Line Collaboration Letter from Woodward, March 12, 2013
MEMORANDUM
Economic Advisory Commission
300 LaPorte Avenue
PO Box 580
Fort Collins, CO 80522
970.221.6324
970.224.6107 - fax
fcgov.com
On March 27, 2013 the Economic Advisory Commission reviewed the Business Assistance Package
being proposed to Woodward Governor. After thorough consideration and discussion, the EAC
developed the following recommendation to the Fort Collins City Council.
Christophe Febre motioned, and Dan Lenskold seconded the following motion:
The Economic Advisory Commission (EAC) has reviewed the business assistance package
prepared for Woodward Governor and approves the package as presented.
Motion passed 5-1 (nays Colton)
DATE: March 28, 2013
TO: Mayor and Councilmembers
FROM: Economic Advisory Commission
Co-Chair Sam Solt
CC: Darin Atteberry, City Manager
RE: WOODWARD ASSISTANCE PACKAGE
ATTACHMENT 3
1
Minutes
City of Fort Collins
Economic Advisory Commission
Regular Meeting
300 LaPorte Ave
City Hall
March 27, 2013
12:30 – 1:30 p.m.
For Reference:
Blue Hovatter, Chair 493-3673
Council Liaison Wade Troxell
Josh Birks, Staff Liaison 416-6324
Wendy Bricher, Minutes 221-6506
Commission members present: Commission members absent:
Michael Kulisheck Blue Hovatter
Christophe Febvre Channing Arndt
Daniel Lenskold Jim Clark
Sam Solt
Glen Colton
Ann Hutchison
Guests:
None
Staff Present:
Wendy Bricher, Minutes
Josh Birks, Economic Health Director
Mike Beckstead, Chief Financial Officer
Agenda Item 1: Meeting called to order
Meeting called to order at 11:04 a.m.
Agenda Item 2: Woodward Assistance Package
Mike Beckstead, Chief Financial Officer, provided a business assistance overview regarding the proposed
Woodward Assistance Package. Information provided included the detailed financial assistance broken
out by phases (I, II, IV), the projected Tax Increment collections, the DDA Tax Increment Assistance,
financing of facades and public improvements, Use Tax rebates, fee rebates, rebate backfill, employment
commitments, and risks and mitigations. A summary of the benefits was also presented including
retention and expansion of Woodward, 85% of the incentives funded by the project itself, public
improvements benefits, and indirect/induced benefits.
Glen Colton commented that the risk of the Drake facility being unused could perhaps have a future
negative consequence on property tax collections and should be included as a risk factor in the plan. It
was determined that approximately 200,000 in gross collections annually could be affected if this were to
happen. The EAC discussed this in more depth, and although it should be recognized as a possible risk,
they felt the likelihood of this occurring long term would not be high. Christophe Febvre inquired about
Financial Services
300 LaPorte Ave
PO Box 580
Fort Collins, CO 80522
970.221.6505
970.224.6107 - fax
fcgov.com
ATTACHMENT 4
2
the legality of the agreement and Mike Beckstead replied that the package has been reviewed by three
legal entities. Mike Kulisheck also commented that the City’s overall financial risk if the project failed
would be approximately 2.3 million. It was noted however that the public improvement’s suggested
would have a benefit of approximately 4 million negating some of that risk. Sam Solt commented that the
primary goal is retaining and expanding a “good citizen” and supported the package as written. Glen
Colton cautioned that he thinks Tax Increment Financing is used too much at the expense of Larimer
County and Poudre School District. He also believes the environmental and social consequences (beyond
the public benefit shown of receiving back open space and corridor improvements) need more in-depth
analysis (examples; water and energy usage, impact on affordable housing, social services, etc), similar to
the much improved economic analysis, in evaluating this and future incentive packages. He also stated
that the Woodward project results in an increased concentration of employment in one sector as opposed
to the goal of diversifying our employment base.
After thorough consideration and discussion, the EAC developed the following recommendation to the
Fort Collins City Council.
Christophe Febre motioned, and Dan Lenskold seconded the following motion:
The Economic Advisory Commission (EAC) has reviewed the business assistance package
prepared for Woodward Governor and approves the package as presented.
Motion passed 5-1 (nays Colton)
The next meeting is scheduled on April 17, 2013 from 11:00 a.m. – 1:30 p.m.
CIC Room, City Hall
1
ORDINANCE NO. 055, 2013
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING AND APPROVING THE EXECUTION AND
DELIVERY BY THE CITY OF AN AGREEMENT WITH
WOODWARD, INC., AND RELATED DOCUMENTS,
INCLUDING AUTHORIZING THE ISSUANCE OF A BOND,
IN CONNECTION WITH AN ECONOMIC DEVELOPMENT
PROJECT RELATING TO WOODWARD, INC.; AND
PROVIDING OTHER MATTERS RELATED THERETO.
WHEREAS, the City of Fort Collins, Colorado (the “City”) is a home rule
municipality and political subdivision of the State of Colorado (the “State”) organized and
existing under a home rule charter (the “Charter”) pursuant to Article XX of the Constitution of
the State; and
WHEREAS, Woodward, Inc. (the “Company”) is a publicly traded industrial
manufacturing company with an approximate market capitalization of $2.7 billion dollars; and
WHEREAS, the Company’s headquarters are currently located in the City at 1000
East Drake Road, Fort Collins, Colorado; and
WHEREAS, the Company has had a long and successful presence in the City for
nearly 60 years; and
WHEREAS, the Company directly employs approximately 1400 people within
Northern Colorado, many of whom are employed at the Company’s headquarters within the City
and many of whom live within the City; and
WHEREAS, the Company’s operations in the City and Northern Colorado
provide significant economic benefits to the City by employing a large number of high-skilled
employees who live, work, and shop in the City, and by contributing to a vibrant and diverse
local economy; and
WHEREAS, the Company’s operations in the City and Northern Colorado
generate a substantial amount of tax revenue for the City, both directly as a business through
vendors and suppliers, and indirectly through the Company’s labor force and residents; and
WHEREAS, the Company is considering relocating its headquarters and
expanding its manufacturing and office facilities to one of several potential locations, including
locations outside of the City; and
WHEREAS, one of the potential sites is approximately 101.5 acres of real
property located in the City south of East Lincoln Avenue and north of Mulberry Street between
Lemay Avenue and Riverside Avenue (the “Property”); and
WHEREAS, the Property is located in the Plan of Development Area of The Fort
Collins, Colorado, Downtown Development Authority (the “Authority”); and
WHEREAS, in light of certain negotiations with the City and the Authority,
among other considerations, the Company has proposed constructing and installing a new
campus on the Property (the “Project”), as more particularly described in a Project Development
Plan that has been approved by the City; and
WHEREAS, the Project is a valuable urban infill project that furthers the
objectives set forth in the City’s long-range comprehensive plan, including the contribution of
high-skilled employment opportunities, tax revenue, and infrastructure improvements to the
City’s urban core; and
WHEREAS, the retention of existing business and employment in the City is the
top priority of the City’s Economic Health Strategic Plan, which has been adopted by the City
Council; and
WHEREAS, the City’s Economic Health Office has concluded that the Project
will generate a substantial increase in tax revenue for the City; and
WHEREAS, according to the Economic Health Office, the Project will prevent
high-paying primary jobs from leaving the City to other sites in Northern Colorado and
elsewhere; and
WHEREAS, the Company has requested, and staff is recommending, that the City
and the Authority enter into an Agreement with Woodward, Inc. (the “Agreement”) that will
provide for the funding of certain public improvements and other infrastructure to be funded by
Woodward, Inc., and reimbursed by the City through tax increment generated from the Project,
and that will contain certain other terms and conditions related to the Project; and
WHEREAS, in order to encourage the Project, the City Council has determined
and hereby determines that it is in the best interests of the City to enter into the Agreement; and
WHEREAS, subject to the terms and provisions of the Agreement, the Company
has agreed to fund the design, acquisition, construction and installation of the Improvement
Projects (as defined in the Agreement) up to a maximum amount of $6,050,000, and the City has
agreed to reimburse Woodward for such expenditures and the applicable interest thereon (the
“Reimbursement Amount”) with available Pledged Tax Increment Revenues (as defined therein)
generated from the Project; and
WHEREAS, the City will issue a bond (the “Bond”) to evidence the
Reimbursement Amount, and the Bond shall be issued in substantially the form set forth as an
Exhibit to the Agreement; and
WHEREAS, the issuance of the Bond has been authorized by an election held in
the City on Tuesday, November 7, 2006 at which a majority of the qualified electors of the area
described in the Plan of Development 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, with such debt to be
payable solely from and secured by a pledge of ad valorem property tax increment revenues
levied and collected within the boundaries of the Authority; and
WHEREAS, the Bond will be a special and limited obligation of the City payable
from the Pledged Tax Increment Revenues, and the Bond will not constitute a general obligation
of the City and the full faith and credit of the City will not be pledged to pay the debt service
requirements of the Bond; and
WHEREAS, in connection with the execution and delivery of the Agreement, the
City will enter into an Intergovernmental Agreement for the Design and Relocation of Platte
River Power Authority Transmission Facilities with Platte River Power Authority (the
“Transmission Line IGA”) in substantially the form attached as an Exhibit to the Agreement; and
WHEREAS, the City Council has determined and hereby determines that entering
into the Agreement, the Transmission Line IGA and issuing the Bond, will serve the important
public purposes of maintaining and increasing employment in the City, stabilizing and improving
the long term tax base of the City, and providing additional economic health benefits to the City;
and
WHEREAS, there has been presented to the City Council and are on file with the
City Clerk the proposed form of the Agreement, including without limitation, the proposed form
of the Bond and the Transmission Line IGA attached as Exhibits thereto; and
WHEREAS, capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Agreement; and
WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act,
constituting Title 11, Article 57, Part 2, Colorado Revised Statutes (the “Supplemental Act”),
provides that a public entity, including the City, may elect in an act of issuance to apply all or
any of the provisions of the Supplemental Act.
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS,
COLORADO:
Section 1. Ratification and Approval of Prior Actions. All action heretofore
taken (not inconsistent with the provisions of this Ordinance) by the City Council or the officers,
agents or employees of the City Council or the City relating to the development of the Project,
the execution and delivery of the Agreement, and the performance of the City’s obligations
under the Agreement and related documents is hereby ratified, approved and confirmed.
Section 2. Finding of Best Interests and Public Purpose. The City Council
hereby finds and determines, pursuant to the Constitution, the laws of the State, the Charter and
the Code of the City, that entering into the Agreement, the Transmission Line IGA, and issuing
the Bond in connection therewith, are necessary, convenient, and in furtherance of the City’s
purposes and are in the best interests of the inhabitants of the City, and will serve the important
public purposes of maintaining and increasing employment in the City, stabilizing and improving
the long term tax base of the City, and providing additional economic health benefits to the City,
and the City Council hereby authorizes and approves the same.
Section 3. Supplemental Act. The City Council hereby elects to apply all of
the Supplemental Act to the Bond.
Section 4. Approval of Documents. The Agreement, the Bond, and the
Transmission Line IGA (collectively, the “City Documents”), in substantially the forms attached
hereto as Exhibit “A” and incorporated herein by this reference, are in all respects approved,
authorized and confirmed. The Mayor of the City is hereby authorized and directed to execute
and deliver the City Documents, for and on behalf of the City, in substantially the forms and with
substantially the same contents as on file with the City Clerk, provided that such documents may
be completed, corrected or revised as deemed necessary by the parties thereto in order to carry
out the purposes of this Ordinance. The execution of the City Documents by the Mayor shall be
conclusive evidence of the approval by the City Council of such documents in accordance with
the terms hereof and thereof.
Section 5. Direction to Act. The City Clerk is hereby authorized and directed
to attest all signatures and acts of any official of the City in connection with the matters
authorized by this Ordinance and to place the seal of the City on any document authorized and
approved by this Ordinance. The Mayor, the Mayor Pro-Tem of the City, the City Manager, the
Financial Officer, the City Clerk and other appropriate officials or employees of the City are
hereby authorized and directed to execute and deliver for and on behalf of the City any and all
additional certificates, documents, instruments and other papers, and to perform all other acts
that they deem necessary or appropriate, in order to implement and carry out the transactions and
other matters authorized by this Ordinance. The approval hereby given to the various documents
referred to above includes an approval of such additional details therein as may be necessary and
appropriate for their completion, deletions therefrom and additions thereto as may be approved
by the City Manager or the Financial Officer prior to the execution of the documents. The
execution of any instrument by the aforementioned officers or members of the City Council shall
be conclusive evidence of the approval by the City of such instrument in accordance with the
terms hereof and thereof.
Section 6. No General Obligation Debt. No provision of this Ordinance, the
Agreement or the Bond shall be construed as creating or constituting a general obligation
indebtedness of the City within the meaning of any constitutional, statutory or Charter provision
and the full faith and credit of the City shall not be pledged to pay the debt service requirements
of the Bond.
Section 7. No Recourse against Officers and Agents. Pursuant to Section 11-
57-209 of the Supplemental Act, if a member of the City Council, or any officer or agent of the
City acts in good faith, no civil recourse shall be available against such member, officer, or agent
for payment of the principal or interest on the Bond. Such recourse shall not be available either
directly or indirectly through the City Council or the City, or otherwise, whether by virtue of any
constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the
Bond, and as a part of the City’s consideration for issuing the Bond, the Company specifically
waives any such recourse.
Section 8. Severability. If any section, subsection, paragraph, clause or
provision of this Ordinance or the documents hereby authorized and approved shall for any
reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section,
subsection, paragraph, clause or provision shall not affect any of the remaining provisions of this
Ordinance or such documents, the intent being that the same are severable.
Section 9. Repealer. All orders, resolutions, bylaws, ordinances or
regulations of the City, or parts thereof, inconsistent with this Ordinance are hereby repealed to
the extent only of such inconsistency.
Section 10. 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 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 City Council and
shall be deemed made pursuant to the Charter.
Introduced, considered favorably on first reading and ordered published this 26th
day of March, 2013, and to be presented for final passage on the 2nd day of April, A.D. 2013.
CITY OF FORT COLLINS, COLORADO
Mayor
(SEAL)
ATTESTED:
City Clerk
PUBFIN/1630821.2
Passed and adopted, without amendment, on final reading this 2nd day of April,
A.D. 2013.
CITY OF FORT COLLINS, COLORADO
Mayor
(SEAL)
ATTESTED:
City Clerk
1
AGREEMENT WITH WOODWARD, INC.
THIS AGREEMENT WITH WOODWARD, INC. (this “Agreement”) is entered into this
___ day of _________, 2013, by and among the City of Fort Collins, Colorado, a home rule
municipal corporation (the “City”), The Fort Collins, Colorado, Downtown Development
Authority, a duly organized and existing downtown development authority under the
Constitution and laws of the State of Colorado, including, particularly, Title 31, Article 25, Part
8, Colorado Revised Statutes, as amended (the “Authority”), and Woodward, Inc., a Delaware
corporation (“Woodward” or the “Company”).
RECITALS
WHEREAS, the City is a home rule municipality and political subdivision of the State of
Colorado (the “State”) organized and existing under a home rule charter (the “Charter”) pursuant
to Article XX of the Constitution of the State; and
WHEREAS, pursuant to Ordinance No. 46, 1981, the City has heretofore established the
Authority, a duly organized and existing downtown development authority under the
Constitution and laws of the State of Colorado, including, particularly, Title 31, Article 25, Part
8, Colorado Revised Statutes, as amended (the “Downtown Development Authority Act”) and
has approved the Plan of Development of the Authority (the “Plan of Development”) pursuant to
Resolution 81-129 of the City, as amended; and
WHEREAS, the Plan of Development contains a provision for division of taxes as
authorized by the Downtown Development Authority Act effective for thirty (30) years
beginning September 8, 1981, and pursuant to Ordinance No. 101, 2008, the City approved a
twenty (20) year extension of such period under the authority of the Downtown Development
Authority Act; and
WHEREAS, the Company is a publicly traded industrial manufacturing company with an
approximate market capitalization of $2.7 billion dollars as of the date of this Agreement; and
WHEREAS, the Company’s headquarters are currently located in the City at 1000 East
Drake Road, Fort Collins, Colorado; and
WHEREAS, the Company has had a long and successful presence in the City for nearly
60 years; and
WHEREAS, the Company directly employs approximately 1400 people within Northern
Colorado, many of whom are employed at the Company’s headquarters within the City and
many of whom live within the City; and
WHEREAS, the Company’s operations in the City and Northern Colorado provide
significant economic benefits to the City by employing a large number of high-skilled employees
who live, work, and shop in the City, and by contributing to a vibrant and diverse local economy;
and
EXHIBIT A
2
WHEREAS, the Company’s operations in the City and Northern Colorado generate a
substantial amount of tax revenue for the City, both directly as a business through vendors and
suppliers, and indirectly through the Company’s labor force and residents; and
WHEREAS, the Company has been, and seeks to remain, a leader of innovation, with a
stated mission of “Always innovating for a better future,” and active participation in the City’s
ClimateWise program, as well as local Clean Energy Cluster efforts; and
WHEREAS, the Company is considering relocating its headquarters and expanding its
manufacturing and office facilities to one of several potential locations, including locations
outside of the City; and
WHEREAS, one of the potential sites is approximately 101.5 acres of real property
located in the City south of East Lincoln Avenue and north of Mulberry Street between Lemay
Avenue and Riverside Avenue, and more particularly described in Exhibit A of this Agreement
(the “Property”); and
WHEREAS, the Property is located in the Authority’s Plan of Development Area (as
hereinafter defined); and
WHEREAS, in light of certain negotiations with the City and the Authority, among other
considerations, the Company has proposed constructing and installing a new campus on the
Property (the “Project”), as more particularly described in the Project Development Plan
(hereinafter defined) that has been approved by the City; and
WHEREAS, the Project is a valuable urban infill project that furthers the objectives set
forth in the City’s long-range comprehensive plan, including the contribution of high-skilled
employment opportunities, tax revenue, and infrastructure improvements to the City’s urban
core; and
WHEREAS, the retention of existing business and employment in Fort Collins is the top
priority of the City’s Economic Health Strategic Plan, which has been adopted by the City
Council; and
WHEREAS, the City’s Economic Health Office has concluded that the Project will
generate a substantial increase in tax revenue for the City; and
WHEREAS, according to the Economic Health Office, the Project will prevent high-
paying primary jobs from leaving the City to other sites in Northern Colorado and elsewhere;
and
WHEREAS, Woodward has requested that the City enter into this Agreement for
economic development related to the Project; and
WHEREAS, in order to encourage the Project, the City Council has determined that it is
in the best interests of the City to enter into this Agreement which provides, among other things,
the following components:
3
(a) Woodward will fund the design, acquisition, construction and installation of the
Improvement Projects (as hereinafter defined) up to a maximum amount of $6,050,000
(the “Maximum Funding Amount”) in accordance with this Agreement;
(b) Woodward will be reimbursed for such expenditures on the Improvement
Projects, with interest thereon (the “Reimbursement Amount”), from the proceeds of the
Pledged Tax Increment Revenues (as hereinafter defined) generated by the Project, in
accordance with this Agreement, and the City will issue a bond (the “Bond”) to evidence
the Reimbursement Amount;
(c) the City shall rebate or reimburse Woodward for the following fees and revenues
paid by Woodward to the City in connection with the Project:
(i) reimburse or rebate up to 80% of the new City use tax revenues
received for Eligible Equipment (hereinafter defined) and Construction Materials
(hereinafter defined) for the Project (the “Use Tax Rebate”);
(ii) reimburse or rebate up to 100% of the Development Fees
(hereinafter defined) received in connection with the Project (collectively, the
“Development Fee Rebates”); and
(iii) reimburse or rebate up to 50% of the Capital Improvement Fees
(hereinafter defined) received in connection with the Project (collectively, the
“Capital Improvement Fee Rebates”); and
WHEREAS, in order to encourage the Project and to further the Plan of Development,
the Board of Directors of the Authority (the “Board”) has determined that the Authority shall
enter into the Façade Easement Agreement (hereinafter defined) with Woodward whereby the
Authority will agree to purchase easements from Woodward over eligible facades of buildings
within the Project (the “Façade Easements”) from a portion of the Pledged Tax Increment
Revenues and has further determined that a portion of the Pledged Tax Increment Revenues shall
be applied to payment of the Reimbursement Amount, in accordance with the terms and
provisions set forth herein; and
WHEREAS, the Authority has determined that entering into the Façade Easement
Agreement and this Agreement is consistent with and in furtherance of the purposes of the
Authority and is consistent with the Downtown Development Authority Act; and
WHEREAS, the Authority has determined that the addition of the Property into the
District will provide significant economic benefits to the City and downtown through the
Company's operations in the City and Northern Colorado and thus further the objectives and
purposes of the Authority as contained in the Plan of Development, and pursuant to Resolution
2013-01, the Authority has recommended approval of the inclusion of such Property into the
District, which inclusion was unanimously approved by the City pursuant to Ordinance No. 049,
2013; and
WHEREAS, the City Council has further determined that entering into this Agreement
with Woodward will serve the important public purposes of maintaining and increasing
4
employment in the City, stabilizing and improving the long term tax base of the City, and
providing additional economic health benefits to the City.
NOW, THEREFORE, in consideration of the promises contained in this Agreement, and
other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows.
SECTION 1. DEFINITIONS. For purposes of this Agreement, capitalized terms used herein
and not otherwise defined herein shall have the meanings set forth below:
“Application for Use Tax Rebate” means the application process for a Use Tax Rebate using
City approved forms consistent with the form attached as Exhibit K hereto and by this reference
made a part hereof.
“Authority” means The Fort Collins, Colorado, Downtown Development Authority, a duly
organized and existing downtown development authority under the Constitution and laws of the
State of Colorado, including, particularly, Title 31, Article 25, Part 8, Colorado Revised Statutes,
as amended.
“Authority’s Unrestricted Available Fund Balance” means that fund balance required in
accordance with the policy adopted by the Board on October 13, 2011, whereby at the beginning
of each fiscal year, an amount equal to the minimum of one-half of each year’s current debt
payments is reserved.
“Average Full Time Employee” means the average for the calendar year of the number of
Woodward’s Full-Time Employees (hereinafter defined) calculated as the average of the four
calendar quarters and determined as follows: the total number of hours worked by Woodward’s
Full-Time Employees during the calendar quarter, divided by the maximum number of
compensable hours in a full-time schedule for the quarter (where a full-time schedule shall mean
no fewer than 37.5 hours in a given workweek). For purposes of this definition, “Full-Time
Employee” means a permanent, full-time employee with benefits on Woodward’s payroll for a
worksite located in the City, or a full-time contract employee with benefits under contract
working at a worksite located in the City.
“Board” means the Board of Directors of the Authority.
“Bond” means the Bond to be issued hereunder duly executed on behalf of City in substantially
the form attached hereto as Exhibit J attached hereto and by this reference made a part hereof,
payable to the order of Company in a principal amount of not more than the Maximum Funding
Amount plus any compound interest.
“Bond Year” means 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.
“Capital Improvement Fees” means, collectively, the following fees received by the City in
connection with all or any portion of the Project:
5
(a) the Capital Improvement Expansion Fees imposed pursuant to
Chapter 7.5, Article V of the City Code, including (i) the Community Parkland
Capital Improvement Expansion Fee, (ii) the Police Capital Improvement
Expansion Fee, (iii) the Fire Protection Capital Improvement Expansion Fee, (iv)
the General Government Capital Improvement Expansion Fee, and (v) the Street
Oversizing Capital Improvement Expansion Fee;
(b) the Water Plant Investment Fee imposed pursuant to Section 26-
120 of the City Code;
(c) the Sewer Plant Investment Fee imposed pursuant to Sections 26-
283 to 284 of the City Code;
(d) the Electric Development Fees imposed pursuant to Sections 26-
473 and 475 of the City Code; and
(e) the Stormwater Plant Investment Fees imposed pursuant to Section
26-512 of the City Code.
“Capital Improvement Fee Rebate” means the rebate of up to 50% of the Capital Improvement
Fees to Woodward in accordance with Section 6 of this Agreement.
“Charter” means the Home Rule Charter of the City.
“City” means the City of Fort Collins, Colorado, a home rule municipal corporation.
“City Code” means the Code of the City of Fort Collins.
“City Council” means the City Council of the City.
“Completed” means, when used in reference to a Phase of the Project, eligible for a temporary or
final certificate of occupancy under the City Code.
“Construction Materials” means the materials purchased in connection with the construction of
the Project, or any portion of the Project.
“Development Agreement” means that agreement required in connection with the Project or any
portion of the Project, as described in the Project Development Plan and pursuant to the Land
Use Code.
“Development Fees” means, collectively, the building permit fees, development review fees,
transportation development review fees, and planning review fees received by the City in
connection with the Project or any portion of the Project.
“Development Fee Rebates” means the rebate of up to 100% of the Development Fees to
Woodward in accordance with Section 6 of this Agreement.
6
“District” means 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.
“Downtown Development Authority Act” means Title 31, Article 25, Part 8, Colorado Revised
Statutes, as amended.
“Eligible Equipment” means manufacturing equipment newly acquired by Woodward for
installation in or delivery to the Property and incorporation into the Project, in the maximum
aggregate amount of $50.5 million. All Eligible Equipment must be identified at the time of
purchase as, and be documented as necessary for the Project to the satisfaction of the City, and
must be newly installed and located within the Project within 12 months of the acquisition of
such equipment.
“Estimate of Value” means the Larimer County Assessor’s Estimate of Value Worksheet dated
January 29, 2013 relating to the Property and attached hereto as Exhibit E and by this reference
made a part hereof.
“Façade Easement Agreement” means the agreement between the Authority and Woodward
relating to the Façade Easements in substantially the formgenerally consistent with the Summary
of DDA/Woodward Façade Easement Agreement set forth in Exhibit I attached hereto and by
this reference made a part hereof.
“Façade Easements” means those easements purchased by the Authority from Woodward, with a
maximum total purchase price for all such easements of $3.8 million, over eligible facades of
buildings within the Project in accordance with the terms and conditions of the Façade Easement
Agreement.
“Improvement Projects” means, collectively, the Transmission Line Relocation, the Right of
Way Improvements and the Open Space Improvements.
“Land Use Code” means the Fort Collins Land Use Code.
“Line of Credit” means that line of credit described in Ordinance No. 089, 2012 of the City,
approved on September 18, 2012, authorizing the establishment of a line of credit to be funded
solely from available Authority tax increment revenues for a period of six (6) years (and subject
to renewal thereafter) to finance Authority projects.
“Manufacturing Equipment Use Tax Rebate Program or Program” means the program for
generally available limited rebate of use taxes for manufacturing equipment, as described in
Chapter 8 of the City Code.
“Maximum Funding Amount” means the amount of $6,050,000, which shall be the maximum
amount of funding that Woodward provides for the design, construction, acquisition and
installation of the Improvement Projects.
7
“Open Space Improvements” means the improvements to be made to the Open Space Property,
as more specifically set forth in Section 4.1(b) hereof and Exhibit G attached hereto and by this
reference made a part hereof.
“Open Space Property” means the property to be conveyed by Woodward to the City, as
described in Exhibit B attached hereto and by this reference made a part hereof, which is
approximately 31 acres adjacent to the Cache La Poudre River.
“Phase One” has the meaning set forth on the Phasing Schedule.
“Phase Two” has the meaning set forth on the Phasing Schedule.
“Phase Three” has the meaning set forth on the Phasing Schedule.
“Phase Four” has the meaning set forth on the Phasing Schedule.
“Phasing Schedule” means the schedule for the acquisition, construction and installation of the
Project in accordance with the Project Development Plan, attached hereto as Exhibit D and by
this reference made a part hereof.
“Plan of Development” means the Plan of Development for the Authority, as amended from time
to time, approved by the Board and the City Council in accordance with the Downtown
Development Authority Act.
“Plan of Development Area” means an area in the central business district of the City that the
Board and the City Council have designated as appropriate for a development project.
“Pledged Tax Increment Revenues” means 100% of the Authority’s statutory share of the real
property tax increment attributable to construction of buildings and implementation of uses
within the Project capped at the values shown in the Estimate of Value Worksheet and based on
the Phasing Schedule. Exhibit E-1 illustrates how calculations of available Pledged Tax
Increment Revenues will be made based on the Estimate of Value Worksheet and the Phasing
Schedule.
“Project” means the acquisition, construction and installation of the Company’s headquarters,
manufacturing and office facilities on the Property, as more specifically described on Exhibit C
attached hereto and by this reference made a part hereof. The definition of “Project” does not
include the area marked on Exhibit C and designated as “Future Commercial Project.”
“Project Development Plan” means the plan for the development of the Project approved by the
City.
“Property” means the real property described in Exhibit A attached hereto and by this reference
made a part hereof.
8
“Reimbursement Amount” means the obligation of the City to reimburse Woodward for the
funding of the Improvement Projects, including interest thereon, in accordance with the terms
and provisions of this Agreement. The Reimbursement Amount shall be evidenced by the Bond
to be issued by the City pursuant to the authority conferred at the 2006 Election.
“Right of Way Improvements” means the right of way improvements to Lemay Avenue and
Lincoln Avenue as more specifically set forth in Section 4.1(ab) hereof and as set forth in the
preliminary design layout on Exhibit CF attached hereto.
“Senior Lien Documents” means, collectively, the documents executed and delivered in
connection with the issuance of the Senior Lien Securities.
“Senior Lien Securities” means, collectively, (a) the City of Fort Collins, Colorado, Downtown
Development Authority Taxable Tax Increment Revenue Bonds, Series 2010A, (b) the City of
Fort Collins, Colorado, Downtown Development Authority Tax-Exempt Tax Increment Revenue
Bonds, Series 2010B, (c) the Line of Credit, (d) all other bonds, warrants, notes, securities, leases
or other contracts having a lien on the Pledged Tax Increment Revenues that is senior or superior
to the lien of the Bond, and (ed) the Authority’s obligation for the 2007 City of Fort Collins
Lease Certificates of Participation for the Civic Center Facilities Project.
“Subordinate Lien Bonds” means any bond, warrants, notes, securities, leases or other contracts
evidencing borrowings and payoffs from the Pledged Tax Increment Revenues having a lien
thereon subordinate or junior to the lien of the Bond.
“Supplemental Public Securities Act” means Part 2 of Article 57, Title 11, C.R.S.
“Tax Increment Fund” means 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.”
“Tax Increment Period” means the period of time during which the Authority is authorized under
State law to collect tax increment revenues from the Property. As of the date of this Agreement,
the Tax Increment Period terminates on December 31, 2031.
“Tax Increment Revenues” means 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 the
property upon that portion of the valuation for assessment of the property within the boundaries
of such public body that is in excess of the valuation for assessment on the date that the property
was added to the District by valid legislative action of the City, all in accordance with Section
31-25-807(3) 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.
“Transmission Line IGA” means the Intergovernmental Agreement for the Design and
Relocation of Platte River Power Authority Transmission Facilities between the City and the
9
Platte River Power Authority, in substantially the form set forth in Exhibit H attached hereto and
by this reference made a part hereof.
“Transmission Line Relocation” means the relocation of the Transmission Lines in accordance
with the Transmission Line IGA.
“Transmission Lines” means the 230kV/115kV double circuit overhead transmission line that
crosses the Property, specifically the approximately 3600 linear feet of the line segment between
structure TP28 on the north and TR-19 on the south.
“2006 Election” means the election held in the City on Tuesday, November 7, 2006 at which 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, with such debt
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.
“Use Tax Rebate” means the rebate of up to 80% of the Use Taxes to Woodward in accordance
with Section 6 of this Agreement.
“Use Taxes” means the Use Taxes received by the City from Woodward in connection with
Eligible Equipment and Construction Materials for the Project.
SECTION 2. REPRESENTATIONS AND COVENANTS
2.1. The City represents and covenants that:
2.1.1. The City is a home rule municipal corporation of the State of Colorado.
2.1.2. There is no litigation or administrative proceeding pending or, to the knowledge
of the City, threatened in writing, seeking to question the authority of the City to
enter into or perform this Agreement.
2.1.3. The City has the authority to enter into this Agreement, and the City Council has
duly and regularly authorized the City to execute and deliver this Agreement.
This Agreement constitutes a valid and binding obligation of the City, enforceable
according to its terms, except to the extent limited by bankruptcy, insolvency and
other laws of general application affecting creditors’ rights and by equitable
principles, whether considered at law or in equity.
2.2. The Authority represents and covenants that:
2.2.1. The Authority is a duly organized and existing downtown development authority
under the Constitution and laws of the State of Colorado, including, particularly,
the Downtown Development Authority Act.
10
2.2.2. There is no litigation or administrative proceeding pending or, to the knowledge
of the Authority, threatened in writing, seeking to question the authority of the
Authority to enter into or perform this Agreement or the Façade Easement
Agreement.
2.2.3. The Authority has the authority to enter into this Agreement, and the Board has
properly and regularly authorized the Authority to enter into this Agreement.
This Agreement constitutes a valid and binding obligation of the Authority,
enforceable according to its terms, except to the extent limited by bankruptcy,
insolvency and other laws of general application affecting creditors’ rights and by
equitable principles, whether considered at law or in equity.
2.3. Woodward represents and covenants that:
2.3.1. Woodward is a corporation, duly organized and validly existing under the laws of
the State of Delaware, is authorized to do business in the State of Colorado, is not
in violation of any provisions of its organizational documents or, to its
knowledge, the laws of the State of Colorado.
2.3.2. Woodward has the power and legal right to enter into the Agreement and has duly
authorized the execution, delivery and performance of this Agreement by proper
action, which Agreement shall be enforceable against Woodward in accordance
with its terms, except to the extent limited by bankruptcy, insolvency and other
laws of general application affecting creditors’ rights and by equitable principles,
whether considered at law or in equity.
2.3.3. The consummation of the transactions contemplated by this Agreement shall not
violate any provision of the governing documents of Woodward or, to its
knowledge, constitute a default or result in the breach of any term or provision of
any contract or agreement to which Woodward is a party or by which it is bound.
2.3.4. To its knowledge, there is no litigation, proceeding, or investigation contesting the
power of authority of Woodward with respect to the Project or this Agreement or
any other agreements contemplated herein, and Woodward is unaware of that any
such litigation, proceeding, or investigation has been threatened.
2.3.5. Woodward has submitted a Project Development Plan to the City which
Woodward reasonably believes to be in accordance with all applicable procedures
set forth in the Land Use Code., and the Project Development Plan was duly
approved by the Planning & Zoning Board in a public hearing on February 21,
2013.. Woodward shall develop the Property with appropriate care and diligence
and cause the Project to be constructed in a manner consistent with the Project
Development Plan, as approved in accordance with the Land Use Code.
2.3.6. In developing the Property, Woodward shall comply with all applicable zoning
and land use requirements and other applicable federal, state, county, and City
statutes, rules, regulations and ordinances. Woodward agrees to comply with all
City codes, ordinances, resolutions and regulations, and to pay all taxes, fees and
11
expenses due to the City under the City Code, the Land Use Code or this
Agreement, subject to any variances or modifications of standards that may be
granted to Woodward under the City Code or the Land Use Code, and to comply
with the terms and conditions of the Development Agreement.
2.3.7. Woodward shall cooperate with the City in taking reasonable actions to defend
against any litigation brought by a third party concerning the Project or this
Agreement or any other agreements contemplated herein.
2.3.8. Woodward shall have the right to seek a reduction in the Project's property tax
assessed valuation and to seek an abatement of property taxes, provided that
Woodward covenants that it will not seek such a reduction or abatement to the
extent that any such reduction or abatement would result in Pledged Tax
Increment Revenues being less than those shown on the Estimate of Value
attached hereto as Exhibit E, as adjusted to account for the Phasing Schedule
attached hereto as Exhibit D and assuming completion dates for Phase Two and
Phase Four of no later than 24 months from those shown on the Phasing Schedule.
In the event that Woodward seeks, and successfully obtains, a reduction or
abatement in the Project’s property tax assessed valuation that results in the
Pledged Tax Increment Revenues being less than such amounts, there shall be a
proportionate reduction in the Reimbursement Amount and the maximum
purchase price for the Façade Easements. Woodward shall provide written notice
to the City and to the Authority of any requested reduction in the Project's
property tax assessed valuation or abatement of the Project's property taxes. A
memorandum of this covenant shall be recorded with the Larimer County Clerk
and Recorder's Office.
SECTION 3. COMMITMENT TO PROCEED WITH PROJECT; ACQUISITION OF
PROPERTY; CONVEYANCE OF OPEN SPACE PROPERTY
3.1 OnIf Woodward's board of directors selects the Property as the site for the Project,
Woodward shall, on or prior to April 30, 2013, Woodward shall submit written evidence to the
City and the Authority that the Company has determined to proceed with the Project as described
in the Project Development Plan and locate its new campus headquarters on the Property.
Compliance with the provisions of this Section 3.1 shall be a condition subsequent to the City
and the Authority’s obligations hereunder. The obligations of all the parties under this
Agreement are conditioned on Woodward’s board of directors selecting the Property as the site
for the Project.
3.2 On or prior to April 30, 2013, or such later date as may be agreed upon between
Woodward and the current owners of the Property, but in no event later than July 31, 2013,
Woodward shall acquire fee simple title to the Property and shall submit written evidence of
such purchase to the City and the Authority. Compliance with the provisions of this Section 3.2
shall be a condition subsequent to the City and the Authority’s obligations hereunder.
3.3 No later than sixtyforty-five (6045) days after the acquisition of the Property by
Woodward, the Company shall have entered into a purchase and sale agreement with the City to
12
convey the Open Space Property to the City by bargain and sale deed. The purchase and sale
agreement may establish reasonable conditions and reservations for the conveyance of the Open
Space Property to the extent required for the completion of the Project, including, without
limitation, any responsibilities to be retained by Woodward, conditions or reservations restricting
the use of such property to open space or natural areas uses, reserving to the Company certain
temporary and permanent easements and other rights of access relating to the Project, and certain
permanent rights of access to the Open Space Property for the Company and its employees, and
providing to the City temporary and permanent access to the Open Space Property across the
Property, and such other appurtenances as may be necessary for the City to carry out the Open
Space Improvements and operate and maintain the Open Space Improvements for the benefit of
the public. The City agrees to make diligent efforts to complete commercially reasonable due
diligence related to the Open Space Property, and, subject to any associated adjustments, delays
or conditions reasonably required in light of issues identified in the City’s due diligence process,
the City agrees to accept title to the Open Space Property.
SECTION 4. CONSTRUCTION AND INSTALLATION OF IMPROVEMENT
PROJECTS; FAÇADE EASEMENTS
4.1 Funding of Improvement Projects. Woodward shall fund the design, acquisition,
construction and installation of the Improvement Projects, up to the Maximum Funding Amount,
in the order of priorities hereinafter set forth. The City shall make a written request for funding
to the Company and the Company shall remit such requested amount to the City within thirty
(30) days of such request, provided that the Company shall have no obligation to provide funding
in the last ten (10) days of any calendar quarter. The Improvement Projects shall be funded in
the following order of priorities:
(a) Relocation of Transmission Lines. Woodward agrees to fund the Transmission
Line Relocation in accordance with the Transmission Line IGA. The City shall not modify or
amend the Transmission Line IGA without the prior written consent of the Company. The City
shall use its best efforts to cause the Transmission Lines to be relocated by the Platte River
Power Authority within a time frame that supports the Project development, and, if necessary to
comply with the Project schedule, shall cause the Platte River Power Authority to construct a
temporary transmission line.
(b) Right of Way Improvements. Woodward agrees to fund certain right of way
improvements to Lemay Avenue and Lincoln Avenue as required by the Land Use Code for the
Project, as more particularly described ingenerally shown in the preliminary design layout on
Exhibit F attached hereto and by this reference made a part hereof, the final design of which shall
be determined by mutual agreement of the parties in connection with Final Development Plan
approval for Phase One of the Project (collectively, the “Right of Way Improvements”). Unless
otherwise agreed by Woodward, the City shall design, acquire, construct and install the Right of
Way Improvements, and shall agree in good faith on a schedule acceptable to the City and
Woodward.
(c) Open Space Improvements. On or prior to June 30, 2013,No later than sixty (60)
days after the execution of the purchase and sale agreement for the conveyance of the Open
Space Property as described in Section 3.3, the City shall propose and coordinate the design and
13
schedule of the landscaping and habitat improvements to be constructed on the Open Space
Property in accordance with the City’s guidelines, with such improvements to be substantially in
accordance with Exhibit Gthe 50% design drawings attached hereto as Exhibit G and by this
reference made a part hereof (the “Open Space Improvements”), subject to approval by the
Company, and the parties shall agree on a set of terms and conditions to be included in the deed
between Woodward and the City conveying the Open Space Property. The terms of the deed
conveying the Open Space Property to the City shall supersede any terms to the contrary in this
Section 4.1(c). Woodward shall fund the construction of the Open Space Improvements,
provided that such funding shall not exceed the Maximum Funding Amount available after
funding the Transmission Line Relocation and the Right of Way Improvements. To the extent
that the amount available from the Company to fund the Open Space Improvements is less than
$3.0 million, the City shall provide the additional funding necessary to complete the Open Space
Improvements. Unless otherwise agreed by Woodward, the City shall design, construct and
install the Open Space Improvements on a schedule mutually agreeable to the parties. The
parties anticipate that the Open Space Improvements will not commence before Woodward
conveys the Open Space Property to the City. The City shall not commence the Open Space
Improvements until: (a) Woodward has completed overlot grading to 6” below the finished
grade as shown in the Conditional Letter of Map Revision (“CLOMR”) submitted to the Federal
Emergency Management Agency (“FEMA”) on March 18, 2013 with a 1/10th of a foot tolerance
or as may be consistent with any changes to such CLOMR required by FEMA, and surveyed the
site; and (b) the City has reviewed and approved the site grading as consistent with the
Conditional Letter of Map RevisionCLOMR approved by the Federal Emergency Management
AgencyFEMA for the Open Space Property. The parties acknowledge and agree that
modifications to the design and schedule for the Open Space Improvements may be necessary to
address specific site conditions or other conditions encountered during implementation of the
design, and the parties agree to cooperate in good faith to mutually agree upon such
modifications.
(d) Lincoln Boulevard Improvements. The City is currently considering the
construction of significant improvements to Lincoln Avenue in the area approximately between
the Cache la Poudre River and Lemay Avenue, as generally described in the City’s
comprehensive plan (the “Lincoln Boulevard Improvements”). The Lincoln Boulevard
Improvements may include, but are not limited to, the construction of new or improved street
and intersections; sidewalks and benches; bicycle lanes and racks; trees and other landscaping;
gateway features similar to those at the intersection of Harmony Road and College Avenue;
transit-related infrastructure; storm water improvements; directional signage; public art and other
projects for a positive neighborhood image; and interpretive features of culture and history
relevant to the area. In addition, the City is considering long-range plans for transit services in
the Lincoln Avenue area, which may include expanded bus service, a dedicated transit “loop”
servicing the Lincoln Avenue corridor and downtown Fort Collins, or a dedicated trolley service.
The City hereby agrees to use its reasonable best efforts to complete the study of possible
designs for the Lincoln Boulevard Improvements no later than April 30, 2014.
In addition, the City Manager agrees to present a package to the City Council of
improvements to be funded by a renewal of the Building on Basics dedicated sales tax, including
a portion of the Lincoln Boulevard Improvements valued at approximately $8 million, on a
schedule to allow consideration of that measure by the voters no later than November 2014. If
14
approved by the voters, and if Phase One, Phase Two and Phase Four have been Completed, and
the completion of Phase Three is either in compliance with the Phasing Schedule, or no more
than 24 months delayed from the Phasing Schedule, (a) the City shall, subject to approval by the
City Council, use its reasonable best efforts to construct approximately $8.0 million of the
Lincoln Boulevard Improvements with the dedicated proceeds of the approved sales tax, and (b)
subject to the availability of Pledged Tax Increment Revenues as reasonably determined by the
City and the Board of the Authority, and subject to the approval by the Board of the Authority,
use its reasonable best efforts to apply no more than $2.85 million of any such available Pledged
Tax Increment Revenues to finance a portion of the construction of the Lincoln Boulevard
Improvements.
4.2 Façade Easements. The Authority and Woodward shall enter into the Façade Easement
Agreement in substantially the form attached hereto ason terms that are generally consistent with
the Summary of DDA/Woodward Façade Easement Agreement set forth in Exhibit I.
4.3 Mulberry Corridor. The City shall continue its efforts to effect an annexation of the
properties along Mulberry Street between Lemay Avenue and Interstate 25, subject to the
discretion of the City Council, as applicable.
4.4 Reimbursement From Third Parties. To the extent that Woodward receives payment or
reimbursement from any other parties (but expressly excluding any State of Colorado incentive
payments or grants) to reimburse Woodward for the acquisition, construction and completion of
the Improvement Projects financed by Woodward, Woodward hereby agrees to apply any such
payment or reimbursement to reduce the Reimbursement Amount due from the City.
SECTION 5. REIMBURSEMENT AMOUNT; ISSUANCE OF BOND
5.1 Issuance of Bond. The Reimbursement Amount shall be evidenced by a Bond in
substantially the form set forth as Exhibit J attached hereto. The Bond shall not be transferable
by the Company except as set forth in Section 8 of this Agreement (provided that the City
receives evidence satisfactory to it that any such transfer complies with all applicable securities
laws) or otherwise with the prior written consent of the City.
(a) The Bond is being issued pursuant to art. XX, §6 of the Colorado Constitution,
Art. V, Section 19.8 of the Charter, the Downtown Development Authority Act, the
Supplemental Act, and pursuant to the 2006 Election.
(b) Section 11-57-204 of the Supplemental Act provides that a public entity,
including the City, may elect in an act of issuance to apply all or any of the provisions of the
Supplemental Act to such issuance. The Council hereby elects to apply all of the Supplemental
Act to the Bond. The Bond is issued under the authority of the Supplemental Act and shall so
recite. Pursuant to Section 11-57-210 C.R.S., such recital conclusively imparts full compliance
with all provisions of said sections, and the bonds issued containing such recital shall be
incontestable for any cause whatsoever after their delivery for value.
(c) Except as expressly provided in this Agreement and in the documents authorizing
the Senior Lien Securities, the Pledged Tax Increment Revenues shall be and hereby are
15
irrevocably pledged and set aside to pay the principal of and interest on the Bond. The Bond
constitutes an irrevocable lien (but not a first lien nor an exclusive lien) upon the Pledged Tax
Increment Revenues. The creation, perfection, enforcement, and priority of the pledge of
revenues to secure or pay the Bond shall be governed by §11-57-208 of the Supplemental Act.
The Pledged Tax Increment Revenue shall immediately be subject to the lien of such pledge
without any physical delivery, filing, or further act. The lien of such pledge on the Pledged Tax
Increment Revenue shall be subordinate or junior to the Senior Lien Securities. The lien of such
pledge shall be valid, binding, and enforceable as against all persons having claims of any kind
in tort, contract, or otherwise against the City irrespective of whether such persons have notice of
such liens. The Bond shall recite in substance 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.
(d) Interest shall begin to accrue on the Bond from the date of the first funding
advance made by the Company to fund an Improvement Project (the “Initial Funding Date”)
until the one year anniversary of the Initial Funding Date at a rate equal to 0.25% per annum.
Thereafter, the interest rate on the Bond shall be reset on each one year anniversary of the Initial
Funding Date (the “Reset Date”) at a rate equal to the difference between the interest rate on the
10 year U.S. Treasury Note on the Initial Funding Date (the “Initial Treasury Rate”) and the
average of the interest rate on the 10 year U.S. Treasury Note during the 30 day period up to and
including the Reset Date, provided that in no event shall the interest rate be less than 0.25% per
annum. The City shall calculate the applicable interest rate on each Reset Date and shall provide
written notice thereof to the Authority and the Company. Absent manifest error, the City’s
determination of the applicable interest rate on each Reset Date shall be conclusive. Unpaid
interest shall compound on each Reset Date.
(e) The unpaid principal balance of the Bond at any time shall be the total amount
paid by the Company to fund the Improvement Projects, plus any compound interest, less the
amount of payments of the principal made on the Bond. The Bond shall mature on December
31, 2031.
(f) The Pledged Tax Increment Revenues shall be applied to the payment of the
principal of and interest on the Bond as follows:
(i) Principal and interest on the Bond shall be payable solely from Pledged
Tax Increment Revenues during the Tax Increment Period to the extent available. By
December 31 in each year, available Pledged Tax Increment Revenues shall be applied
first to the payment of interest on the Bond and then to the payment of principal.
(ii) For so long as the Façade Easements have not been paid in full, the
Pledged Tax Increment Revenues shall be applied as follows:
(A) Upon Completion of Phase One, 20% of the Pledged Tax
Increment Revenues shall be applied to the payment of Façade Easements
in accordance with the Façade Easement Agreement and 80% of the
Pledged Tax Increment Revenues shall be applied to the payment of the
principal of and interest on the Bond;
16
(B) Upon Completion of Phase One and Phase Two, 27% of
the Pledged Tax Increment Revenues shall be applied to the payment of
Façade Easements in accordance with the Façade Easement Agreement
and 73% of the Pledged Tax Increment Revenues shall be applied to the
payment of the principal of and interest on the Bond;
(C) Upon Completion of Phase One, Phase Two and either
Phase Three or Phase Four (or both Phases Three and Four), 32% of the
Pledged Tax Increment Revenues shall be applied to the payment of
Façade Easements in accordance with the Façade Easement Agreement
and 68% of the Pledged Tax Increment Revenues shall be applied to the
payment of the principal of and interest on the Bond;
(D) After payment in full of the Façade Easement, 100% of the
Pledged Tax Increment Revenues shall be applied to the payment of the
principal of and interest on the Bond.
(E) After payment in full of the Bond, 100% of the Pledged
Tax Increment Revenues shall be applied to the payment of the Façade
Easement.
(iii) In the event that the available Pledged Tax Increment Revenues are not
sufficient to repay the principal of and interest on the Bond in full during the Tax
Increment Period, and amounts remain unpaid on the Bond at the expiration of the Tax
Increment Period, this shall not constitute an Event of Default hereunder or under the
Bond. In the event of any such insufficiency, then the City hereby declares its intent to
pay any such unpaid amounts of principal and interest on the Bond from legally available
funds of the City, subject to appropriation by the Council. The City agrees that the City
Manager shall, at such time, present to the City Council for its consideration a resolution
or ordinance authorizing the City to pay such unpaid amounts. Notwithstanding the
foregoing, however, any failure by the Council to appropriate any payments necessary to
pay any unpaid principal of or interest on the Bond on the expiration of the Tax
Increment Period shall not be deemed a Default or an Event of Default hereunder. The
Council’s declaration of intent to make such payments shall not be binding upon the
Council or any future Council in any future fiscal year. Any such payments by the City
shall constitute currently appropriated expenditures of the City. Neither this Agreement
nor the issuance of the Bond shall obligate or compel the City to make payments on the
Bond from sources other than the Pledged Tax Increment Revenues beyond those
appropriated in the Council’s sole discretion.
(iv) In connection with the execution and delivery of this Agreement and the
issuance of the Bond, the City shall appropriate $2.2 million of available money of the
City (the “Reserve Amount”) to be applied to the payment of the Bond in the event that
only Phase One of the Project is Completed and there are insufficient Pledged Tax
Increment Revenues to repay the principal of and interest on the Bond in full during the
Tax Increment Period. Pursuant to the Charter, the Reserve Amount shall be subject to
appropriation in each subsequent year. In the event that the Company substantially
17
completes Phase One and has broken ground on Phase Two and Phase Four of the
Project, the City may, in its discretion, release the $2.2 million Reserve Amount and
apply such amount to any lawful purpose of the City, provided that at the time such
Reserve Amount is released by the City, the amount of Pledged Tax Increment Revenue
estimated to be available to repay the Bond during the Tax Increment Period is not less
than the outstanding principal amount of the Bond, plus the maximum estimated amount
of interest to be paid on the Bond.
(v) Notwithstanding the foregoing, or anything else to the contrary contained
in this Agreement, the Company acknowledges that the terms and provisions of the
Senior Lien Documents govern the application of the Pledged Tax Increment Revenues
and that the obligation of the City to apply the Pledged Tax Increment Revenues to the
repayment of the Bond shall be subordinate to the Senior Lien Securities.
(h) The principal of and interest on the Bond are payable in any coin or currency of
the United States of America which on the payment date is legal tender for the payment of
public and private debts. Payments made by the City on the Bond shall be applied first to any
interest payments owing thereunder which are due and unpaid, and shall be applied second to
any outstanding principal thereunder. The principal of and interest on the Bond shall be payable
by wire transfer or as otherwise directed in writing by the Company. The final principal
payment of and final installment of interest on the Bond shall be payable to the Company upon
presentation and surrender of the Bond to the City at maturity or upon prior prepayment in
whole.
(i) The City may prepay the Bond in whole or in part, at any time, without
prepayment premium, upon ten (10) days prior written notice to the Company. Any partial
prepayments received in accordance with this provision will not, unless agreed to by the
Company in writing, relieve the City of its obligation to continue to make payments as set forth
herein or in the Bond; rather, such prepayments will reduce the principal balance due on the
Bond.
(j) The Bond 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 and shall be
countersigned with the manual signature of the Financial Officer of the City. Should any officer
whose facsimile or manual signature appears on the Bond cease to be such officer before
delivery of the Bond to the Company, such facsimile or manual signature shall nevertheless be
valid and sufficient for all purposes.
(k) When the principal of and interest on the Bond have been paid in full, the pledge
and lien of the Pledged Tax Increment Revenues and all obligations hereunder and under the
Bond shall thereby be discharged and the Bond shall no longer be deemed to be outstanding
within the meaning of this Agreement.
(l) The parties acknowledge that any express or implicit tax advice provided in this
Agreement cannot be used by any taxpayer to avoid penalties that may be imposed on any
taxpayer by the Internal Revenue Service.
18
5.2 Disposition of Pledged Tax Increment Revenues. For so long as the Bond shall be
outstanding, 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 the Bond shall be outstanding, the Pledged Tax Increment
Revenues on deposit in the Tax Increment Fund shall be accumulated and administered, and the
moneys on deposit therein shall be applied, in the following order of priority:
(a) First, to the extent that there are outstanding Senior Lien Securities, the Pledged
Tax Increment Revenues shall be applied to make all payments required by the Senior Lien
Documents, including, without limitation, the payment of the debt service requirements of the
Senior Lien Securities and the accumulation of any reserve funds required in connection with the
Senior Lien Securities, at the times and in the manner specified therein.
(b) Second, after all amounts required to be applied or accumulated in connection
with the Senior Lien Securities have been made or provided for in the current Bond Year, any
Pledged Tax Increment Revenues remaining in the Tax Increment Fund in any Bond Year shall
be used by the City for the payment of the principal of and interest on the Bond and the
reimbursement for the Façade Easements, as set forth in Section 5.1(f)(ii) hereof; but the lien of
the Bond on the Pledged Tax Increment Revenues and the pledge thereof for the payment of the
Bond shall be subordinate and junior to the lien and pledge for the payment of all outstanding
Senior Lien Securities as herein provided.
(c) Third, after all the amounts required to be applied or accumulated pursuant to
paragraphs 5.2(a) and (b) above have been made or provided for in the current Bond Year, any
Pledged Tax Increment Revenues remaining in the Tax Increment Fund in any Bond Year may
be used to pay the debt service requirements of any Subordinate Lien Bonds, and any required
reserve fund payments or accumulations required in connection therewith.
(d) After the payments required to be made by Sections 5.2(a), (b) and (c) have been
made or provided for in any Bond Year and provided the City shall has made or provided for all
payments required in connection with the Bond in such Bond Year, any remaining Pledged Tax
Increment Revenues may be used for any one or any combination of purposes allowed by State
law, including the Downtown Development Authority Act, as the City may from time to time
determine.
(e) The sums required to make the payments specified in this Section 5.2 are hereby
appropriated for the purposes, and the amounts so required to make the payments specified in
this Section in each year shall be included in the budget and the appropriation ordinance or
measures to be adopted or passed by the Council while the Bond is outstanding and unpaid. No
provisions of any constitution, charter, statute, ordinance, resolution, or other order or measure
enacted after the issuance of the Bond shall in any manner be construed as limiting or impairing
the obligation of the City to keep and perform the covenants contained in this Agreement so long
as the Bond remains outstanding and unpaid.
5.3 Issuance of Additional Securities. So long as the Bond remains outstanding, the City may
issue additional securities payable in whole or in part from the Pledged Tax Increment Revenues
only in accordance with the following provisions:
19
(a) The City may issue additional Senior Lien Securities only to refund, in whole or
in part, outstanding Senior Lien Securities, provided that the debt service requirements payable
in any Bond Year on such Senior Lien Securities after such refunding is not increased above the
debt service requirements payable in such Bond Year on the Senior Lien Securities outstanding
prior to the refunding.
(b) The City may not issue additional securities payable from the Pledged Tax
Increment Revenues having a lien thereon that is on a parity with the lien thereon of the Bond.
(c) The City may issue additional Subordinate Securities for any lawful purpose
payable from the Pledged Tax Increment Revenues having a lien thereon subordinate or junior to
the lien thereon of the Bond.
(d) Notwithstanding the foregoing or any provisions to the contrary contained herein,
the Authority may continue to renew the Line of Credit without prior approval of the Company.
5.4 City Covenants. The City hereby particularly covenants and agrees with the Company,
as the owner of the Bond, and makes provisions that shall be a part of its contract with the
Company, which covenants and provisions shall be kept by the City continuously until the Bond
has been fully paid and discharged:
(a) Continuance and Collection of Pledged Tax Increment Revenues.
(i) The Plan of Development, as approved and amended as described
in this Agreement, 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
materially diminish the Pledged Tax Increment Revenues.
(ii) The City shall continue to collect the Tax Increment Revenues in
accordance with the Downtown Development Authority Act and all
applicable City ordinances related thereto.
(iii) 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 all applicable City ordinances related
thereto.
(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 Agreement, any ordinance
affecting the Pledged 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 Pledged Tax Increment
Revenues and all amendments thereto against all claims, suits and proceedings
that would materially diminish or impair the Pledged Tax Increment Revenues.
20
(c) 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 Tax Increment 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 Agreement. 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 Tax Increment Revenues and other funds and
accounts pledged hereunder and all the rights of the owner of the Bond against all
claims and demands of all persons whomsoever.
SECTION 6. PAYMENT AND REBATE OF USE TAXES, DEVELOPMENT FEES
AND CAPITAL IMPROVEMENT FEES
6.1 Woodward shall pay to the City all Use Taxes, Development Fees and Capital
Improvement Fees due from Woodward in connection with the Project.
6.2 To the extent permitted by the constitution and laws of the State of Colorado and the
Charter, including but not limited to, applicable prohibitions on multiple fiscal year obligations
and the condition all obligations be contingent upon the appropriation of funds sufficient and
intended therefore by the City Council of the City, in its sole discretion, the City agrees to rebate
the following amounts to Woodward:
(a) 80% of the Use Taxes paid by Woodward for Eligible Equipment and
Construction Materials for the Project under the terms and conditions set forth in this Section 6
(the “Use Tax Rebate”), subject to the contingencies and requirements described in this
Agreement. Woodward shall not be eligible for a Use Tax Rebate for any Use Tax paid on any
Eligible Equipment or Construction Material for the Project unless it has accurately designated
and identified the Eligible Equipment or such Construction Materials on a separate schedule as
part of the Use Tax submission for such Eligible Equipment or Construction Materials.
(b) 100% of the Development Fees received by the City under the terms and
conditions set forth in this Section 6 (the “Development Fee Rebate”), subject to the
contingencies and requirements described in this Agreement.
(c) 50% of the Capital Improvement Fees received by the City under the terms and
conditions set forth in this Section 6 (the “Capital Improvement Fee Rebate”), subject to the
contingencies and requirements described in this Agreement.
6.3 The Use Tax Rebates, Development Fee Rebates and Capital Improvement Fee Rebates
(collectively, the “Rebates”) shall be conditioned upon the full payment by Woodward to the
City of all Use Taxes, Development Fee Rebates and Capital Improvement Fee Rebates, as the
case may be, due and owing from Woodward, subject to the following provisions:
21
(a) If Woodward has not paid any Use Taxes owed to the City due to a good faith
dispute as to whether such Use Tax is due, and such dispute has not been resolved by the time
the Company requests a Use Tax Rebate hereunder, or if Woodward otherwise fails to pay any
Use Taxes owed to the City when due and such Use Taxes remain unpaid at the time the
Company requests a Use Tax Rebate hereunder, then the City may reduce the requested Use Tax
Rebate by the amount in dispute until resolution of the dispute, payment of the Use Tax or
payment under protest of the Use Tax, as the case may be.
(b) If Woodward has not paid any Development Fees owed to the City due to a good
faith dispute as to whether such Development Fee is due, and such dispute has not been resolved
by the time the Company requests a Development Fee Rebate hereunder, or if Woodward
otherwise fails to pay any Development Fee owed to the City when due and such Development
Fees remain unpaid at the time the Company requests a Development Fee Rebate hereunder, then
the City may reduce the requested Development Fee Rebate by the amount in dispute until
resolution of the dispute or payment of the Development Fee, as the case may be.
(c) If Woodward has not paid any Capital Improvement Fees owed to the City due to
a good faith dispute as to whether such Capital Improvement Fee is due, and such dispute has not
been resolved by the time the Company requests a Capital Improvement Fee Rebate hereunder,
or if Woodward otherwise fails to pay any Capital Improvement Fee owed to the City when due
and such Capital Improvement Fees remain unpaid at the time the Company requests a Capital
Improvement Fee Rebate hereunder, then the City may reduce the requested Capital
Improvement Fee Rebate by the amount in dispute until resolution of the dispute or payment of
the Capital Improvement Fee, as the case may be.
6.4 The Company shall apply for the Rebates in accordance with the provisions hereinafter
set forth. The amount of Rebates payable by the City and the time when such Rebates shall be
paid are hereinafter set forth:
(a) In order to be eligible for any Use Tax Rebate hereunder,
Woodward shall submit an Application for Use Tax Rebate. Any such
Application (and each such Application for Use Tax Rebate submitted pursuant to
this Section 6.4) must identify each item of Eligible Equipment or Construction
Materials used on the Project in a manner consistent with, and corresponding to,
the manner in which such item of Eligible Equipment or Construction Materials
were designated and identified in connection with the payment of Use Taxes for
said item. Woodward shall be eligible to submit an Application for Use Tax
Rebate to the City in the first quarter of each year for any Use Taxes paid in the
prior year. The Use Tax Rebate to Woodward shall be made by the City within
ninety (90) days of receipt of such request by Woodward, subject to annual
appropriation by the City Council of funds sufficient and intended for such
purpose.
(b) In order to be eligible for any Development Fee Rebate or Capital
Improvement Fee Rebate hereunder, Woodward shall submit a request for
Development Fee Rebate or Capital Improvement Fee Rebate, as the case may be,
in a form or manner reasonably satisfactory to the City. Any such request shall
22
identify all applicable Development Fees or Capital Improvement Fees, as the
case may be, that have been paid by Woodward in connection with the Project.
Woodward shall be eligible to submit such a request to the City at any time for
any Development Fees or Capital Improvement Fees that have been paid at the
time of such request. The Development Fee Rebate or Capital Improvement Fee
Rebate to Woodward shall be made by the City within one hundred twenty (120)
days of receipt of such request by Woodward, subject to annual appropriation by
the City Council of funds sufficient and intended for such purpose.
(c) Woodward acknowledges that the Rebates are being offered by the
City in part based on certain employment levels being increased and maintained
by Woodward. Specifically, the City and Woodward have agreed that the
minimum target for employment within the City shall be 1400 employees by
December 31, 2018. If the Company applies for a Use Tax Rebate, Development
Fee Rebate or Capital Improvement Fee Rebate prior to December 31, 2018, then
the City may withhold 40% of the requested Rebate until it has verified that
Woodward has achieved this level of employment on or prior to December 31,
2018. If the Company’s employment level reaches or exceeds 1400 employees
within the City on or prior to December 31, 2018, any Use Tax Rebates,
Development Fee Rebates and Capital Improvement Fee Rebates held back by the
City shall be remitted to the Company. If the Company’s employment level has
not reached 1400 employees within the City by December 31, 2018, but has
reached 1400 employees within the City on or prior to December 31, 2020, then
upon reaching such level, the City shall retain $500,000 of the amount held back
for all Rebates and shall remit the remaining amount held back from all Rebates
to the Company. If the Company’s employment level has not reached 1400
employees within the City by December 31, 2020, the City shall be entitled to
thereafter retain all amounts held back by the City on the Rebates. In no event
shall Woodward be required to repay to the City all or any portion of the initial
60% of the Rebates paid by the City to Woodward. For purposes of this
provision, an “employee” shall mean aan Average Full-Time Equivalent
Employee. Woodward shall provide a report to the City and the Authority, in a
form reasonably satisfactory to the City and the Authority, in the first quarter of
each year setting forth the number of Average Full-Time Employees for the prior
calendar year.
6.5 The City, in its sole discretion, may pre-pay all or any portion of the Rebates, without
penalty.
6.6 It is not the parties’ intent that Woodward be paid or entitled to any interest or penalty on
Use Taxes, Development Fees or Capital Improvement Fees paid by Woodward, or any penalty
or interest on Rebate payments delayed or withheld by the City.
6.7 The parties further acknowledge and agree that the Use Tax Rebate for any Eligible
Equipment or Construction Materials for the Project shall not at any time be allowed to exceed
the amount of City Use Tax actually paid to the City on such Eligible Equipment or such
Construction Materials. Woodward further acknowledges and agrees that the City is in no way
23
responsible for the amount of City Use Tax actually paid or collected for the Eligible Equipment
or Construction Materials for the Project or any other equipment or corporeal property of
Woodward. The Use Tax Rebate as described herein is intended to be in lieu of, and not a
duplication of, the Manufacturing Equipment Use Tax Rebate Program. On an annual basis, the
Company may elect to either apply for Use Tax Rebates in accordance with the provisions
hereof, or participate in the Manufacturing Equipment Use Tax Rebate Program.
6.8 The parties agree that the provisions of this Agreement do not constitute an indebtedness
of the City within the meaning of any constitutional or statutory limitation or Charter provision.
The commitment of the City to pay the Use Tax Rebate, the Development Fee Rebate and the
Capital Improvement Fee Rebate under this Agreement is from year to year only and does not
constitute a mandatory payment obligation of the City in any fiscal year. This Agreement does
not directly or indirectly obligate the City to make any payment of a Rebate beyond those for
which funds have been appropriated as of the date of this Agreement. The City Manager (or any
other officer or employee at the time charged with the responsibility of formulating budget
proposals) shall make a good faith effort to include in the budget proposals and appropriation
ordinances proposed to the City Council, in each year prior to expiration of this Agreement,
amounts sufficient to meet the City’s commitments hereunder, subject to the conditions and
contingencies set forth herein. Notwithstanding the foregoing, the parties expressly
acknowledge that the decision as to whether to appropriate such amounts is in the discretion of
the City Council.
SECTION 7. RECORDS AND AUDITS
7.1 Woodward shall keep true, accurate and complete records of the acquisition and
installation of the Eligible Equipment, which records shall be available for inspection by the City
without unreasonable delay and without City expense. Woodward agrees that the City has the
right, through its duly authorized agents or representatives, to examine all such records upon ten
(10) days notice at all reasonable times, as well as the right to inspect and inventory the Eligible
Equipment in order to confirm that the same is in place and in use as required in connection with
any Use Tax Rebate hereunder. This right of review and inspection terminates upon termination
of the City’s payments of Use Tax Rebates. In the event that the City becomes the custodian of
any such records which may contain trade secrets or confidential or proprietary information, and
are so marked, the City shall, to the extent permitted by law, protect the confidentiality of such
information and deny any request for inspection of such records.
7.2 The City shall keep, or cause to be kept, true, accurate and complete records of: (a) all
expenditures related to all costs incurred by the City in connection with the Improvement
Projects and the use of all funding provided by the Company to the City hereunder; (b) all
Pledged Tax Increment Revenues received by the City; and (c) all calculations relating to the
Use Tax Rebates, Development Fee Rebates and Capital Improvement Fee Rebates and such
other calculations, allocations and payments required by this Agreement. The City’s obligation
to keep records in accordance with (a) and (b) shall terminate two years after the Bond is paid in
full and the City’s obligation to keep records in accordance with (c) shall terminate one year after
all rebates have been paid or such obligation to pay rebates has terminated. The City shall make
24
such records available for inspection by Woodward upon ten (10) days notice at all reasonable
times, to the extent permitted by law.
SECTION 8. RESTRICTIONS ON ASSIGNMENT
8.1 The qualifications of Woodward to accomplish the objectives of the City hereunder are of
particular concern to the City and the Authority. Therefore, no voluntary or involuntary
successor in interest of Woodward shall acquire any rights or powers under this Agreement
except as expressly set forth herein and Woodward shall not assign all or any part of this
Agreement, except either:
(a) with the prior written approval of the City Council and the Board, in their sole
discretion; or
(b) as collateral to a lender in connection with the financing of the Project; or
(c) to a successor by merger, consolidation or by acquisition of all or a substantial
portion of the shares or assets of Woodward.
8.2 Woodward shall notify the City and the Authority within fifteen (15) days of any and all
changes whatsoever in the identity of the parties in control of Woodward, or the degree thereof,
of which it or any of its officers have been notified or otherwise have knowledge or information.
SECTION 9. EVENTS OF DEFAULT; REMEDIES
9.1 Default or an event of default by Woodward shall mean one or more of the following
events:
(a) Determination that any representation or warranty made in this
Agreement by Woodward was materially inaccurate when made or shall prove to be
materially inaccurate;
(b) The assignment of, or an attempt to assign, this Agreement by Woodward
in violation of Section 8 of this Agreement; or
(c) The failure by Woodward to substantially observe or perform any other
material covenant, obligation or agreement required under this Agreement.
9.2 In order to exercise any remedy for default hereunder, upon the occurrence of any event
of default, the City or the Authority shall provide written notice to Woodward. Woodward must
immediately proceed to cure or remedy such default, and in any event, such default shall be
cured within thirty (30) days after receipt of the notice, or such longer time as the City, the
Authority and Woodward agree in writing. Upon the failure of Woodward to so cure any such
default, the City and the Authority shall have all remedies available to it, in law or in equity,
excluding specific performance.
25
9.3 Default or an event of default by the City shall mean one or more of the following events:
(a) A determination that any representation or warranty made in this
Agreement by the City was materially inaccurate when made or shall prove to be
materially inaccurate; or
(b) The failure by the City to perform any nonmonetary, material covenant,
obligation or agreement required of it under this Agreement.
9.4 In order to exercise any remedy for default hereunder, upon the occurrence of any event
of default, Woodward shall provide written notice to the City. The City must immediately
proceed to cure or remedy such default, and in any event, such default shall be cured within
thirty (30) days after receipt of the notice, or such longer time as the City and Woodward agree
in writing. Upon the failure of the City to so cure any such default, Woodward shall have all
remedies available to it, in law or in equity excluding specific performance.
9.5 Default or an event of default by the Authority shall mean one or more of the following
events:
(a) A determination that any representation or warranty made in this
Agreement by the Authority was materially inaccurate when made or shall prove to be
materially inaccurate; or
(b) The failure by the Authority to perform any nonmonetary, material
covenant, obligation or agreement required of it under this Agreement.
9.6 In order to exercise any remedy for default hereunder, upon the occurrence of any event
of default, Woodward shall provide written notice to the Authority. The Authority must
immediately proceed to cure or remedy such default, and in any event, such default shall be
cured within thirty (30) days after receipt of the notice, or such longer time as the Authority and
Woodward agree in writing. Upon the failure of the Authority to so cure any such default,
Woodward shall have all remedies available to it, in law or in equity excluding specific
performance.
9.7 Notwithstanding the foregoing or any provision to the contrary contained herein, any
delays in or failure of performance by any party of its obligations under this Agreement shall be
excused if such delays or failure are a result of acts of God; fires; floods; earthquake; strikes;
labor disputes; regulation or order of civil or military authorities; or other causes, similar or
dissimilar, which are beyond the control of such party.
SECTION 10. NOTICES
10.1 All notices required or permitted hereunder shall be in writing and shall be effective upon
mailing, deposited in the United States Mail, postage prepaid, and addressed to the intended
recipient as follows. Any party can change its address by written notice to the other given in
26
accordance with this Section. Any party can change the method by which it can receive notice
hereunder by written notice to the other parties hereunder.
City of Fort Collins: City of Fort Collins
Attention: City Manager
300 LaPorte Avenue, PO Box 580
Fort Collins, CO 80522-0580
With a copy to: City of Fort Collins
Attention: City Attorney
300 LaPorte Avenue, PO Box 580
Fort Collins, CO 80522-0580
Authority: The City of Fort Collins,
Downtown Development Authority
Attention: Executive Director
19 Old Town Square, STE 230
Fort Collins, CO 80524
With a copy to: Liley, Rogers & Martell, LLC
Attention: Lucia A. Liley
300 S. Howes Street
Fort Collins, CO 80521
Woodward: Woodward, Inc.
Attention: Robert K. Scott
1000 East Drake Road
Fort Collins, CO 80525
1-970-498-3033
rocky.scott@woodward.com
With a copy to: Woodward, Inc.
Attention: Steve Roberti
1000 East Drake Road
Fort Collins, CO 80525
Steve.Roberti@woodward.com
With a copy to: Brownstein Hyatt Farber Schreck LLP
Attn: Carolynne C. White
410 17th St., Suite 2200
Denver, CO 80202
303-223-1197
email: cwhite@bhfs.com
27
SECTION 11. MISCELLANEOUS
11.1 Future Commercial Project. The Project Development Plan includes an approximately
7.66 acre tract which has, pursuant to such plan, been approved for commercial development
which is more particularly depicted on Exhibit C attached hereto and incorporated herein by
reference. The Authority and the City agree to consider, in good faith, any future proposal for
business assistance/façade easement agreements with the Authority and/or the City in connection
with development of such tract, in accordance with the then existing regulations and policies of
the City and the Authority for such agreements, such consideration may include, but is not
necessarily limited to, purchase of façade easements, rebates of Use Tax, Capital Improvement
Fees and Development Fees, tax increment financing and the other City programs identified in
Section 11.3.
11.2 Future Expansion on Property. In connection with any future expansion by Woodward
on the Property beyond Phases One, Two, Three and Four, as set forth on the Phasing Schedule,
and which is not related to the Future Commercial Project, the Company reserves the right to
request, and the City agrees to consider in good faith, additional rebates of Use Tax, Capital
Improvement Fees and Development Fees, tax increment financing and the other City programs
identified in Section 11.3.
11.3 Participation in Utility Programs. The parties acknowledge and agree that it is their
intent and desire that Woodward partner with the City and participate in the City’s Fort Collins
Solar Program, and the City’s Integrated Design Assistance Program (with a maximum amount
up to $75,000), both offered through the City’s electric utility, as well as the City’s ClimateWise
Program, in accordance with the terms and Council authorizations for those programs. In
addition, the City has agreed to share the costs of construction of power substation facilities
through the rebate ofwill rebate to Woodward 50% of the Electric Development Fees paid by
Woodward, which are included among the Capital Improvement Fees to be rebated by the City
pursuant to Section 6. Such fees include any fees paid by Woodward to the City for the cost of
installation of electric facilities such as switches, transformers, substation meters, and primary
circuits, to connect the Project to the Linden Substation, pursuant to Section 26-473 and Section
26-475 of the Code. The City would own and maintain the two S&C Electric VISTA-523, 600
Amp switches anticipated to be located at the Project, in order to ensure adequate cybersecurity
controls and protection for the City’s system.
11.4 Drake Road Property. The Company's plans for expansion of its employment and
facilities within the City include possible renovation and expansion of the Company's existing
campus at 1000 Drake Road. The City agrees to consider, in good faith, any future proposal for
business assistance in connection with redevelopment or expansion of all or part of the Drake
Road property, in accordance with the then existing regulations and policies of the City for such
agreements, such consideration may include, but is not necessarily limited to, rebates of Use Tax,
Capital Improvement Fees and Development fees and other City programs being made available
for the Project pursuant to this Agreement.
28
11.5 Appropriation of Funds. Pursuant to the Charter, obligations of the City arising under
this Agreement are contingent upon the appropriation of funds sufficient and intended for the
same by the City Council.
11.6 Binding Effect. This Agreement inures to the benefit of and is binding upon the City, the
Authority and Woodward and Woodward’s assignees which are permitted pursuant to Section 8
of this Agreement.
11.7 No Third Party Beneficiaries. The City and the Authority are not obligated or liable under
the terms of this Agreement to any person or entity not a party hereto except any assignee
permitted pursuant to Section 8 of this Agreement. Further, the City and the Authority are not
bound by any contracts or conditions that Woodward may negotiate with third parties related to
the Project.
11.8 Interpretation, Jurisdiction and Venue. This Agreement is being executed and delivered
and is intended to be performed in the State of Colorado, and the laws of Colorado govern the
validity, construction, enforcement and interpretation of this Agreement. Exclusive jurisdiction
and venue for resolution of any dispute arising hereunder shall be in the Larimer County,
Colorado District Court.
11.9 Amendment. This Agreement may be amended only by a written instrument signed by
the parties to this Agreement.
11.10 Additional Documents or Action. The parties to this Agreement agree to execute any
additional documents or take any additional action that is necessary to carry out this Agreement
or is reasonably requested by another party to confirm or clarify the intent of the provisions
hereof and to effectuate the agreements herein contained and the intent hereof. If all or any
portion of this Agreement are asserted or determined to be invalid, illegal or are otherwise
precluded, the parties to this Agreement, within the scope of their powers and duties, shall
cooperate in the joint defense of such documents and, if such defense is unsuccessful, such
parties will use reasonable, diligent good faith efforts to amend, reform or replace such precluded
items to assure, to the extent legally permissible, that each party substantially receives the
benefits that it would have received under this Agreement.
11.11 Good Faith of Parties. In the performance of this Agreement or in considering any
requested approval, consent, acceptance, or extension of time, the parties agree that each will act
in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold,
condition, or delay any approval, acceptance, or extension of time required or requested pursuant
to this Agreement.
11.12 Waiver of Breach. Any waiver of any requirement or obligation hereunder must be in
writing to be effective. Any waiver by any party to this Agreement of any term or provision of
this Agreement shall be narrowly construed, and shall not operate or be construed as a
subsequent or continuing waiver of said term or provision.
29
11.13 Article and Section Captions. The captions of the articles and sections of this Agreement
are set forth only for the convenience and reference of the parties and are not intended in any
way to define, limit, or describe the scope or intent of this Agreement.
11.14 City, Authority and Woodward Not Partners. Notwithstanding any language in this
Agreement, neither the City nor the Authority is a member, partner, or joint venturer of
Woodward, and neither the City nor the Authority shall be responsible for any debt or liability of
Woodward or its contractors or agents. Woodward is not responsible for any debt or liability of
the City, the Authority, or their respective contractors or agents.
11.15 Severability. If any portion or portions of this Agreement are determined to be illegal or
unenforceable, the remainder of this Agreement shall not be affected thereby and shall remain in
full force and effect as if such illegal or unenforceable portion or portions did not exist. If all or
any portion of the payments required by the terms of this Agreement are determined, by a court
of competent jurisdiction in a final non-appealable judgment, to be contrary to public policy or
otherwise precluded, and if the decision of such court clearly indicates how the payments may be
made differently and in a manner that is legal, valid and enforceable, then the Parties shall utilize
their reasonable, best, good faith efforts to promptly restructure and/or amend this Agreement in
accordance with such court decision, or to enter into a new agreement, to assure, to the extent
legally permissible, that all payments are made to Woodward as contemplated by this
Agreement.
11.16 Originals. This Agreement may be simultaneously executed in any number of
counterparts, each of which shall be deemed original but all of which constitute one and the same
Agreement.
11.17 Joint Draft. The parties agree they drafted this Agreement jointly with each having the
advice of legal counsel and an equal opportunity to contribute to its content.
[SIGNATURES APPEAR ON FOLLOWING PAGE]
30
IN WITNESS WHEREOF, the City, the Authority and Woodward have executed this
Agreement as of the date first above written.
CITY OF FORT COLLINS, COLORADO
a municipal corporation
By:
Karen Weitkunat, Mayor
By:
Darin Atteberry, City Manager
Attest:
Wanda Nelson, City Clerk
Approved as to form:
Stephen J. Roy, City Attorney
THE FORT COLLINS, COLORADO,
DOWNTOWN DEVELOPMENT AUTHORITY
_______________________________________
Wynne Odell, Chairperson
(SEAL)
Attest:
____________________________________
Janet Bramhall, Secretary
WOODWARD, INC., a Delaware corporation
By:
Title:
31
32
STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
The foregoing Agreement with Woodward, Inc. was executed before me this ______ day of
___________________, 2013, by Karen Weitkunat, as Mayor, by Wanda Nelson, as City Clerk,
and by Darin Atteberry, City Manager, of the CITY OF FORT COLLINS, COLORADO, a
municipal corporation.
WITNESS my hand and official seal.
My commission expires
Notary Public
33
STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
The foregoing Agreement with Woodward, Inc. was executed before me this ______ day of
___________________, 2013, by Wynne Odell, as Chairperson, and by Janet Bramhall, as
Secretary, of THE FORT COLLINS, COLORADO, DOWNTOWN DEVELOPMENT
AUTHORITY.
WITNESS my hand and official seal.
My commission expires
Notary Public
34
STATE OF COLORADO )
) ss.
COUNTY OF LARIMER )
The foregoing Agreement with Woodward, Inc. was executed before me this _____ day of
_____________, 2013, by _______________ as __________________, of WOODWARD,
INC., a Delaware corporation.
WITNESS my hand and official seal.
My commission expires
Notary Public
35
List of Exhibits
Exhibit A Legal Description of Property
Exhibit B Description of Open Space Property
Exhibit C Description of the Project
Exhibit D Phasing Schedule for Project
Exhibit E Estimate of Value, including Exhibit E-1, illustration of Pledged Tax Increment
Revenues
Exhibit F Right of Way Improvements
Exhibit G Open Space Improvements
Exhibit H Transmission Line IGA
Exhibit I Summary of DDA/Woodward Façade Easement Agreement
Exhibit J Form of Bond
Exhibit K Application for Use Tax Rebate
LEGAL DESCRIPTION OF THE PROPERTY
A tract of land located in the Southeast Quarter of Section 12, Township 7 North, Range 69 West
and the Southwest Quarter of Section 7, Township 7 North, Range 68 West of the 6th Principal
Meridian, City of Fort Collins, County of Larimer, State of Colorado being more particularly
described as follows:
Considering the North line of the Southeast Quarter of said Section 12 as bearing North
89°29'04" West and with all bearings contained herein relative thereto:
Commencing at the East Quarter corner of said Section 12; thence along the North line of
said Southeast Quarter, North 89°29'04” West, 81.40 feet to the POINT OF
BEGINNING; thence, South 10°44'56” West, 40.66 feet to the northwest corner of that
tract of land described at Reception No. 94091198, recorded with the Larimer County
Clerk and Recorder; thence, along the west and southerly lines of said Reception No.
94091198 the following 3 courses and distances, South 10° 44' 56" West, 314.08 feet;
thence, South 71° 25' 09" East, 198.03 feet; thence, North 87° 59' 46" East, 138.53 feet to
the westerly right-of-way line of North Lemay Avenue; thence along said westerly right-
of-way line the following 6 courses and distances beginning with a curve concave to the
West having a central angle of 25° 27' 37", a radius of 930.93 feet, an arc length of
413.68 feet, and the chord of which bears South 10° 56' 48" East, 410.28 feet; thence,
South 01° 47' 03" West, 1519.07 feet to a point on the west line of that tract of land
described at Reception No. 20050097395, recorded with the Larimer County Clerk and
Recorder; thence, along said west line the following 4 courses and distances, South 05°
25' 37" West, 59.94 feet; thence, South 02° 03' 31" West, 64.95 feet; thence along a curve
concave to the West having a central angle of 17° 18' 36", a radius of 299.50 feet, an arc
length of 90.48 feet, and the chord of which bears South 10° 42' 48" West, 90.14 feet;
thence, South 19° 22' 04" West, 13.69 feet to the north line of East Mulberry Street;
thence, along said north line the following 2 courses and distances, North 89° 47' 09"
West, 205.09 feet; thence, North 89° 38' 44" West, 127.10 feet to the southeast corner of
Lot 2, Springer Third Subdivision, a plat of record with the Larimer County Clerk and
Recorder; thence along the easterly line of said Lot 2 the following 4 courses and
distances beginning with a curve concave to the West having a central angle of 30° 50'
23", a radius of 1013.60 feet, an arc length of 545.58 feet, and the chord of which bears
North 19° 18' 37" West, 539.01 feet; thence along a curve concave to the northeast
having a central angle of 04° 42' 22", a radius of 487.50 feet, an arc length of 40.04 feet,
and the chord of which bears North 32° 23' 02" West, 40.03 feet; thence along a curve
concave to the Southwest having a central angle of 13° 56' 38", a radius of 512.50 feet, an
arc length of 124.73 feet, and the chord of which bears North 36° 59' 47" West, 124.42
feet; thence along a curve concave to the Southwest having a central angle of 00° 36' 28",
a radius of 1023.60 feet, an arc length of 10.86 feet, and the chord of which bears North
44° 16' 20" West, 10.86 feet to the north corner of said Lot 2; thence along the
northwesterly line of said Lot 2, South 22° 29' 42" West, 24.98 feet to a point on the
northeasterly line of that tract of land described in Book 883, Page 318, recorded with the
EXHIBIT A
Page 1 of 2
Larimer County Clerk and Recorder; thence along said northeasterly line the following 2
courses and distances beginning with a curve concave to the Southwest having a central
angle of 14° 52' 11", a radius of 998.60 feet, an arc length of 259.16 feet, and the chord of
which bears North 51° 43' 42" West, 258.43 feet; thence, North 59° 09' 48" West, 276.50
feet to the northwest corner of said tract of land described in Book 883, Page 318; thence
along the west line of said tract of land, South 00° 20' 12" West, 239.20 feet to a point on
the north line of the Wastewater Treatment Plant No.1, a plat of record with the Larimer
County Clerk and Recorder; thence along said north line the following 4 courses and
distances, North 53° 16' 04" West, 5.70 feet; thence, North 79° 09' 04" West, 251.50 feet;
thence, North 88° 17' 04" West, 452.30 feet; thence, South 41° 12' 56" West, 89.29 feet;
thence, North 79° 27' 04" West, 590.41 feet; thence, North 09° 34' 10" East, 985.84 feet
to the southeast corner of Baldwin Minor Subdivision; thence along the east line of said
Baldwin Minor Subdivision, North 09° 34' 10" East, 813.89 feet to a point on the north
line of the Southeast Quarter of said Section 12; thence along said north line, South 89°
29' 04" East, 1848.09 feet to the Point of Beginning.
The above described area contains 4,427,328 square feet or 101.637 acres more or less
and is subject to all easements and rights-of-way (including E. Lincoln Avenue) now
on record or existing.
Also described as follows in the records of the Larimer County Assessor:
Parcel No. 97124-00-062;
Parcel No. 97124-00-071;
Parcel No. 97124-00-006;
Parcel No. 87073-00-096;
Parcel No. 97124-00-005;
Parcel No. 97124-00-017; and
Parcel No. 87073-00-099.
EXHIBIT A
Page 2 of 2
EXHIBIT C
(As of March 28, 2013)
Square feet
(approximate)
Planned
Completion
Date
Phase One Industrial Turbomachinery Systems Facility 221,000 Apr-15
Receiving/material space 12,000 Apr-15
Production Support Building 22,000 Apr-15
Café-multipurpose building 16,000 Apr-15
Phase Two Headquarters Office Facility 60,000 Oct-15
Phase Three Engine Systems Facility 209,000 Oct-15*
Phase Four Energy Technology Center 72,000 Oct-15
612,000
*The parties acknowledge that the stated completion dte for Phase III is solely for the purpose of determining
financial commitments under this Agreement, and recognize that Woodward's present position is that Phase III
may not occur until October 2020.
Woodward Project - Phasing Schedule
EXHIBIT D
EXHIBIT E
Page 1 of 9
EXHIBIT E
Page 2 of 9
EXHIBIT E
Page 3 of 9
EXHIBIT E
Page 4 of 9
EXHIBIT E
Page 5 of 9
EXHIBIT E
Page 6 of 9
EXHIBIT E
Page 7 of 9
EXHIBIT E
Page 8 of 9
EXHIBIT E
Page 9 of 9
Intergovernmental Agreement for the Design and Relocation of Platte River Power Authority Transmission Facilities
Page 1 of 3
INTERGOVERNMENTAL AGREEMENT FOR THE DESIGN AND RELOCATION OF
PLATTE RIVER POWER AUTHORITY TRANSMISSION FACILITIES
This Intergovernmental Agreement for the Design and Relocation of Platte River Power
Authority Transmission Facilities is entered on this __ day of ____________, 2013, between
Platte River Power Authority, a political subdivision of the State of Colorado (Platte River), and
the City of Fort Collins, a Colorado home rule municipality (Fort Collins).
RECITALS
WHEREAS, Platte River owns and operates a 230kV/115kV double circuit overhead
transmission line that crosses the Link-N-Greens Golf Course in Fort Collins; and
WHEREAS, Woodward, Inc. (Woodward) is considering moving its corporate
headquarters facilities to the property currently occupied by Link-N-Greens Golf Course; and
WHEREAS, in order to make the Link-N-Greens Golf Course property useable as a
Woodward headquarters complex, approximately 3600 linear feet of the overhead transmission
line crossing the Link-N-Green property, specifically the line segment between structures TP-28
on the north and TP-19 on the south (Transmission Facility) will need to be removed and new
transmission facilities of a like configuration relocated to a route that runs parallel to Lemay
Street (Relocated Transmission Facility); and
WHEREAS, construction schedules for Woodward facilities may necessitate the
construction and removal of a Temporary Transmission Facility; and
WHEREAS, Platte River is willing to remove the Transmission Facility, to construct and
remove the Temporary Transmission Facility, and design and construct the Relocated
Transmission Facility to accommodate the requirements of Woodward, provided it is
reimbursed for the costs associated with this effort; and
WHEREAS, Fort Collins is negotiating with Woodward and the Fort Collins Downtown
Development Authority to develop a plan for funding of public improvements and related
financial incentives and financing arrangements in light of the expected benefits to the Fort
Collins community in the event that Woodward constructs its new headquarters facility as
described herein; and
WHEREAS, subject to the specific terms of this Agreement, Fort Collins is willing to
reimburse Platte River the reasonable costs of removal of the Transmission Facility, the
EXHIBIT H
Page 1 of 6
Intergovernmental Agreement for the Design and Relocation of Platte River Power Authority Transmission Facilities
Page 2 of 3
reasonable costs of construction and removal of the Temporary Transmission Facility, if
necessary, and the reasonable costs of design and construction of the Relocated Transmission
Facility; and
WHEREAS, the parties have the authority under C.R.S. § 29-1-203 to enter into
intergovernmental agreements provided such agreements are approved by the legislative body
of each party.
AGREEMENT
1) Platte River agrees to undertake the removal of the Transmission Facility, the
construction and removal of the Temporary Transmission Facility, if necessary,
and the design and construction of the Relocated Transmission Facility on the
Link-N-Green Golf Course, in accordance with plans and specifications mutually
approved and consistent with the reasonable expectations of the parties (the
“Work”). The routes of the Temporary Transmission Facility and the Relocated
Transmission Facility are displayed on Exhibit A. The Temporary Transmission
Facility and the Relocated Transmission Facility will be constructed overhead.
2) Fort Collins agrees to reimburse Platte River for all reasonable costs incurred in
the performance of the Work; provided however that Fort Collins will have no
reimbursement obligation unless and until: 1) Fort Collins provides written
notice to Platte River that Fort Collins has completed the arrangements necessary
for Fort Collins to move forward with the financing or funding of the Work; and
2) Woodward purchases the Link-N-Green property. If the obligation to
reimburse Platte River accrues, Fort Collins acknowledges that some of the
reimbursable costs were incurred by Platte River prior to the date of this
Agreement, but such costs, if reasonable and necessary for the completion of the
Work, will be treated as part of the Work and reimbursable hereunder.
3) Platte River will invoice Fort Collins for the costs of the relocation project on a
quarterly basis, invoices payable within thirty (30) days of receipt. Invoices will
itemize all costs for which reimbursement is sought.
4) Exhibit B contains an estimate of the costs for the removal of the Transmission
Facilities, the construction and removal of the Temporary Transmission Facility,
and costs for the design and construction of the Relocated Transmission Facility.
Fort Collins acknowledges that Exhibit B is an estimate of anticipated costs, and
EXHIBIT H
Page 2 of 6
Intergovernmental Agreement for the Design and Relocation of Platte River Power Authority Transmission Facilities
Page 3 of 3
that actual costs may vary. Subject to the limitations set forth herein, Fort Collins
is responsible for the reimbursement of all reasonable costs incurred by Platte
River to carry out the Work. In the event that Platte River discovers conditions
or circumstances that are expected to lead to costs in excess of the estimates
contained in Exhibit B, Platte River will promptly notify Fort Collins in writing of
such conditions or circumstances and will discuss with Fort Collins such cost
impacts and possible mitigation. If the reimbursable costs of the Work exceed
$2,000,000.00, Platte River will credit Fort Collins all “PRPA Project
Management” expenses, presently estimated to amount to $168,000.00.
5) Financial obligations of Fort Collins payable in future fiscal years shall be subject
to the annual appropriation of funds sufficient and intended for the same. Fort
Collins will notify Platte River in writing as soon as practicable concerning the
appropriation of funds during future fiscal years. Platte River will have no
obligation to perform any activity associated with the Work beyond December
31, 2013, unless and until receipt of notice that funds have been appropriated.
6) This is the entire agreement of the parties on this issue. This Agreement may
only be modified by a writing executed by both parties.
7) Fort Collins agrees to be the lead agency and take responsibility for all public
processes and for obtaining all necessary permits for the work.
IN WITNESS WHEREOF, the Parties have caused this Agreement, to be executed the
day and year first above written.
PLATTE RIVER POWER AUTHORITY ATTEST:
By: By:
General Manager Assistant Secretary
CITY OF FORT COLLINS, COLORADO ATTEST:
By: By:
Mayor City Clerk
EXHIBIT H
Page 3 of 6
EXHIBIT H
Page 4 of 6
EXHIBIT H
Page 5 of 6
EXHIBIT H
Page 6 of 6
SUMMARY OF DDA/WOODWARD
FAÇADE EASEMENT AGREEMENT
I. Introduction
A. Woodward is proposing to develop its project, the Link-n-Greens Project
Development Plan, #PDP130001 (the “Project”) in four (4) phases.
B. Woodward has requested DDA funding of its eligible building facades, which are
those fronting East Lincoln Avenue, the Poudre River and the Open Space Natural Area between
the Project and the Poudre River, as shown on an attached exhibit (“Eligible Facades”).
C. The DDA has received the Larimer County Assessor’s Estimate of Value
Worksheet dated January 29, 2013, relating to the Project.
D. Based on the Estimate of Value and the Phasing Schedule, the DDA has
calculated the maximum amount of Project Tax Increment Revenues (same definition as
“Pledged Tax Increment Revenues” in Agreement with Woodward, Inc.) available per Phase to
reimburse Woodward for the design and construction costs of its Eligible Facades.
E. Woodward and the DDA desire to enter into an agreement whereby the DDA,
utilizing its Line of Credit, can annually make payments to Woodward to reimburse Façade
Improvement costs in exchange for the grant of Façade Easements to the DDA.
II. Agreement
A. Commitments to Proceed with Project by April 30, 2013 and Acquire the Property
by no later than July 31, 2013.
B. Maximum Façade Reimbursements
1. By Phases:
Phase 1: $1,500,000
Phase 2: $ 800,000
Phase 3: $ 900,000
Phase 4: $ 600,000
2. Total Reimbursement: Up to $3,800,000
C. Description of Eligible Façade Improvements by Phase:
Phase One: The facia, soffits, exterior walls, signage, doors, windows, canopies
and all structural support materials therefor for the south façade of the Industrial
Turbomachinery Systems Building, the south façade of the Cafeteria/Multi-
Purpose Building and the north façade of the Production Support Building;
EXHIBIT I
Page 1 of 3
Phase Two: The facia, soffits, exterior walls, signage, doors, windows, canopies
and all structural support materials therefor for the southwest façade of the
Headquarters – Office Facility;
Phase Three: The facia, soffits, exterior walls, signage, doors, windows, canopies
and all structural support materials therefor for the southwest façade of the Engine
Systems Facility Building; and
Phase Four: The facia, soffits, exterior walls, signage, doors, windows, canopies
and all structural support materials therefor for the north façade of the Energy
Technology (Test) Center Building.
D. Conditions precedent to reimbursement for each set of Eligible Façade
Improvements by Phase:
1. Final designs submitted by Woodward and approved by DDA Board;
DDA Façade Design Policies will be attached to the Façade Reimbursement
Agreement as an exhibit (i.e. elements relating to quality materials, pedestrian-
friendly street presentation and timeless design).
2. Construction to be completed in accordance with final designs.
3. Customary documentation provided to DDA regarding such completion
and actual eligible construction costs; DDA staff certification of total DDA façade
reimbursement obligation for the Phase based on actual costs up to the maximum
reimbursement amount for the Phase.
4. Execution of a façade easement for each façade funding request in
accordance with façade easement form attached to the Façade Reimbursement
Agreement as an exhibit.
5. Title insurance provided for each closing by Woodward and payment of
closing costs.
E. Reimbursement of Façade Costs
1. One year from completion of Phase 1 improvements (anticipated to be
2016), payments made annually on December 1st, from DDA’s Line of Credit in
accordance with a Payment Schedule using Tax Increment Revenues based on
Assessor’s Estimate of Value and the Phasing Schedule.
2. Reimbursement subject to annual DDA Board resolution recommending
City Council appropriation of a Line of Credit draw equal to annual amount of the
façade reimbursement payment and the debt service from Project Tax Increment
Revenues to service the Line of Credit debt and City Council adoption of an
EXHIBIT I
Page 2 of 3
ordinance appropriating the Line of Credit draw equal to the annual amount of the
façade reimbursement payment and the debt service from Project Tax Increment
Revenues to service the Line of Credit debt.
3. Annual amount of Project Tax Increment Revenues available is allocated
between payments on the Bond and reimbursements for Façade Easement which
allocation changes depending upon the Phases of the Project which are completed.
4. If Phases Two, Three or Four are delayed more than 24 months beyond the
completion dates shown on the Phasing Schedule the Façade Reimbursement will
be reduced based on reduced by the equivalent of one year of Project Tax
Increment Revenues collection for each year that Phase is delayed, as derived
from the Estimate of Value adjusted by the Phasing Schedule as shown on the
Payment Schedule.
F. Façade Easements
1. 25-year term.
2. Continuing obligations:
• Maintenance of facade improvements.
• Maintaining adequate insurance.
• Prior DDA approval for alterations or additions to façades funded by
DDA (including signage).
G. Covenant not to seek a reduction in the Project’s property tax assessed valuation
or a tax abatement to an amount below that needed to generate sufficient Project Tax
Increment Revenues to pay the Façade Reimbursement and the Bond based on the
Estimate of Value and the Phasing Schedule.
H. Representation regarding environmental conditions of the Property.
EXHIBIT I
Page 3 of 3
1
Field Code Changed
EXHIBIT J
FORM OF THE BOND
UNITED STATES OF AMERICA
STATE OF COLORADO COUNTY OF LARIMER
CITY OF FORT COLLINS
DOWNTOWN DEVELOPMENT AUTHORITY
SUBORDINATE TAX INCREMENT REVENUE BOND
SERIES 2013A
Date of Bond: ______ __, 2013
The City of Fort Collins, in the County of Larimer and State of Colorado, for value
received, hereby promises to pay to the order of Woodward, Inc., a Delaware corporation (the
“Company”), in accordance with the terms of the Agreement with Woodward, Inc., dated
______ __, 2013, among the City, The Fort Collins, Colorado, Downtown Development
Authority and the Company, as the same may be amended, restated or modified (the
“Agreement’), the principal sum of Six Million Fifty Thousand Dollars
($6,050,000) plus any compounded interest, as set forth in the Agreement (the
“Reimbursement Amount”). All capitalized terms used and not otherwise defined in this Bond
shall have the respective meanings ascribed to them in the Agreement. The unpaid principal
balance of this Bond at any time shall be the total amount funded by the Company to design,
acquire, construct and install the Improvement Projects pursuant to the Agreement, less the
amount of payments of the principal made on this Bond, plus any compounded interest.
Interest shall accrue on this Bond in accordance with the provisions set forth in the
Agreement. Payments on this Bond shall be made in accordance with the provisions set forth
in the Agreement. All such payments of principal and interest shall be made in lawful
currency of the United States in immediately available funds as directed in writing by the
Company.
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 the Pledged Tax Increment
Revenues, all as more specifically provided in the Agreement. At the time of issuance of this
Bond, certain bonds and other obligations are outstanding that have a lien on the Pledged Tax
Increment Revenues that is superior and senior to the lien thereon of this Bond. Additional
bonds and other types of securities may be issued and made payable from the Pledged Tax
Increment Revenues having a lien thereon superior and senior to the lien of this Bond in
accordance with the provisions of the Agreement.
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.
EXHIBIT J
Page 1 of 4
2
Reference is hereby made to the Agreement, and to any and all modifications and
amendments thereof, for a description of the provisions, terms and conditions upon which this
Bond is issued and secured, including, without limitation, the nature and extent of the security
for this Bond, the bonds and other obligations that are currently outstanding and that have a lien
on the Pledged Tax Increment Revenues that is senior to the lien thereon of this Bond, provisions
with respect to the collection and disposition of the Pledged Tax Increment Revenues, and the
nature and extent of the security and pledge afforded thereby for the payment of the principal of
and interest on this Bond.
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, the Downtown Development Authority Act, and all other laws of the
State of Colorado thereunto enabling and pursuant to an election held November 7, 2006, and the
ordinance duly adopted prior to the issuance of this Bond. This Bond is 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 Bond after its delivery for value.
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.
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 manual signature of the
Financial Officer of the City.
CITY OF FORT COLLINS, COLORADO
(CITY) By: (Facsimile or Manual Signature)
(SEAL) Mayor
ATTEST:
(Facsimile or Manual Signature)
City Clerk
Countersigned:
(Manual Signature)
Financial Officer
EXHIBIT J
Page 2 of 4
3
FUNDING PROVIDED BY COMPANY
The following amounts have been funded by the Company in accordance with the
terms of the Agreement authorizing the issuance of this Bond.
Date of Funding Amount of Funding
EXHIBIT J
Page 3 of 4
PUBFIN/1634749.1 4
PAYMENT PANEL
The following installments of principal of this Bond have been paid in accordance
with the terms of the Agreement authorizing the issuance of this Bond.
Date of
Payment
Principal
Paid
Signature of
Authorized Representative of
the Company
EXHIBIT J
Page 4 of 4
City of Fort Collins
Economic Development - Use Tax Rebate Application
2013
Company Name
Mailing Address
Contact Person
Project Information:
Date Project Operations began in Fort Collins
Briefly describe project operations? (Please include: Project Phase & Business Unit/Division)
Rebate Information:
Signature of Taxpayer Title Date
Square footage of Project facility _________________________
A claim by an agent must be accompanied by power of attorney.
I hereby authorize the City to review and consider sales and use tax records, vendor records, contract and other information available
regarding the company's eligibility for a rebate under this program. I further authorize the City to release to the public information
contained in this application, as well as information regarding any rebates issued to the company under this rebate program.
I declare under penalty of perjury that this claim (including any accompanying schedules and statements) has been examined by me
and to the best of my knowledge and belief is true and made in good faith for the stated purpose. Further, I represent and warrant that I
have the necessary authority to execute this application on behalf of the company, and to make the above certifications, authorizations,
and declaration.
The following information is mandatory for the rebate process.
Phone Number __________________________
Fort Collins License Number ______________
Purchase price of Eligible Equipment purchased in 2013: __________________________________
Amount of rebate requested: ____________________________________
I certify to the best of my actual knowledge, after reasonable investigation, that the company requesting this rebate is in compliance
with all Federal, State and local laws and regulations for the manufacturing facility located in Fort Collins. I also certify, to the best of
my actual knowledge, after reasonable investigation, that the company is current with all City of Fort Collins contractual, payment and
sales and use tax obligations.
EXHIBIT K
Page 1 of 2
OTHER INFORMATION
You must provide a list of the Eligible Equipment purchased that includes the following:
1. Invoice number
2. Invoice date
3. Vendor name
4. Description of machinery purchased
5. Intended use of the machinery
6. Date the use tax was paid to the City of Fort Collins
7. Purchase price of the equipment
8. Amount of purchase subject to Fort Collins tax
9. Amount of Fort Collins use tax paid
You are not required to submit copies of the invoices for which the rebate is requested. However, in the event
that there are questions regarding the eligibility of certain equipment, supporting documentation, including
invoices, will be required.
Submit applications and list of equipment purchased to:
City of Fort Collins
Financial Services
Attn: Jessica Ping-Small
P.O. Box 580
Fort Collins, CO 80522-0580
For specific questions regarding the rebate program, call Jessica Ping-Small at (970) 221-6626.
For general sales and use tax questions, call the Sales Tax Office at (970) 221-6780.
Application may be submitted by March 31, 2014
EXHIBIT K
Page 2 of 2
ORDINANCE NO. 056, 2013
OF THE COUNCIL OF THE CITY OF FORT COLLINS
APPROPRIATING GENERAL FUND RESERVES TO FUND
A REIMBURSEMENT RESERVE FUND IN CONNECTION WITH
AN AGREEMENT BETWEEN THE CITY, DOWNTOWN DEVELOPMENT AUTHORITY
AND WOODWARD, INC., REGARDING THE LINK-N-GREENS DEVELOPMENT
WHEREAS, Woodward Inc., (“Woodward”) has proposed to relocate and construct its
new headquarters and expand its manufacturing and office facilities on the site commonly
referred to as the Link-N-Greens site (the “Project”) in Fort Collins; and
WHEREAS, the City Council has on this same date approved Ordinance No. 055, 2013,
authorizing an agreement between the City, the Downtown Development Authority and
Woodward regarding certain covenants and agreements related to Woodward’s proposed
development of the Project (the “Agreement”), along with a related advance of funds by
Woodward, and other related agreements; and
WHEREAS, pursuant to the Agreement, the City has committed to construct certain
public improvements, including right of way improvements and open space restoration, as well
as the relocation of a power transmission line (the “Improvements”); and
WHEREAS, in addition, the Agreement provides that Woodward agrees to advance (the
“Advance”) to the City up to $6.05 million, to be repaid from Pledged Tax Increment Revenues,
as defined in the Agreement (the “TIF”), in order to fund the Improvements; and
WHEREAS, while it is hoped and intended by the parties that the TIF will be sufficient
to cover the full cost of the Improvements, along with other costs and contributions as described
in the Agreement, the timing and extent of the Project, could impact whether the full cost of the
same will be satisfied by the TIF generated by the Project, and
WHEREAS, in order to ensure that the obligation to construct the Improvements is
adequately supported by available funds, staff has proposed that the City appropriate the amount
of $2.272 million for a reimbursement reserve fund, as described in the Agreement, although the
appropriated funds may not ultimately be needed in order to carry out the terms of the
Agreement; and
WHEREAS, Article V, Section 9, of the City Charter permits the City Council to
appropriate by ordinance at any time during the fiscal year such funds for expenditure as may be
available from reserves accumulated in prior years, notwithstanding that such reserves were not
previously appropriated.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF
FORT COLLINS that there is hereby appropriated for expenditure from reserves in the General
Fund the sum of TWO MILLION TWO HUNDRED SEVENTY-TWO THOUSAND
DOLLARS ($2,272,000) for the purpose of funding a reimbursement reserve fund as described
in the Agreement.
Introduced, considered favorably on first reading, and ordered published this 26th day of
March, A.D. 2013, and to be presented for final passage on the 2nd day of April, A.D. 2013.
_________________________________
Mayor
ATTEST:
_____________________________
City Clerk
Passed and adopted on final reading on the 2nd day of April, A.D. 2013.
_________________________________
Mayor
ATTEST:
_____________________________
City Clerk