HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 12/17/2013 - RESOLUTION 2013-109 APPROVING AN UPDATED REDEVELOPAgenda Item 24
Item # 24 Page 1
AGENDA ITEM SUMMARY December 17, 2013
City Council
THIS ITEM HAS BEEN POSTPONED TO JANUARY 14, 2014
STAFF
Josh Birks, Economic Health Director
Bruce Hendee, Chief Sustainability Officer
Mike Beckstead, Chief Financial Officer
SUBJECT
Resolution 2013-109 Approving an Updated Redevelopment and Reimbursement Agreement with the
Fort Collins Urban Renewal Authority, Walton Foothills Holdings VI, L.L.C. and the Foothills Metropolitan
District Regarding the Redevelopment of Foothills Mall.
EXECUTIVE SUMMARY
The purpose of this item is to authorize and approve the execution of a Reimbursement and
Redevelopment Agreement to support the redevelopment of Foothills Mall.
On May 8, 2013, the Fort Collins City Council authorized and approved the execution of a
Redevelopment and Reimbursement Agreement by the City Manager, in connection with the
redevelopment of the Foothills Mall. Since May, Alberta Development on behalf of Walton Foothills
Holdings VI, L.L.C. has continued to refine the site plan and program for the redevelopment of Foothills
Mall. This Resolution authorizes and approves the execution of a revised Redevelopment and
Reimbursement Agreement by the City Manager. In addition, the Resolution authorizes and approves the
execution of related documents necessary to effectively implement the Redevelopment and
Reimbursement Agreement, including a Cooperation Agreement between the City of Fort Collins and Fort
Collins Urban Renewal Authority regarding the use, accounting, and remittance of Pledge Sales Tax
Increment.
STAFF RECOMMENDATION
Staff recommends adoption of the Resolution.
BACKGROUND / DISCUSSION
NOTE: Please refer to the May 7, 2013 Agenda Item Summary for a project overview including a
description of the eligible costs, which remain the same (See Attachment 1). In addition, the previous
Agenda Item Summary provides an overview of the public benefit.
Overview of Changes
On November 8, 2012, exclusive negotiations between the URA and Walton/Alberta were initiated under
an Agreement to Negotiate. On May 8, 2013, Fort Collins Urban Renewal Authority Board authorized and
approved the execution of a Redevelopment and Reimbursement Agreement, by the Executive Director
of the Fort Collins Urban Renewal Authority, in connection with the redevelopment of the Foothills Mall.
Since May, Alberta Development on behalf of Walton Foothills Holdings VI, L.L.C. has continued to refine
the site plan and program for the redevelopment of Foothills Mall. The following summarizes the changes
to the project since May.
Agenda Item 24
Item # 24 Page 2
Mall Configuration
The Planning and Zoning Board (P&Z) approved a Project Development Plan (PDP) for the
redevelopment of Foothills Mall on February 7, 2013. On December 12, 2013 P&Z reviewed a major
amendment to the PDP. The major amendment includes a change in the total square footage of the
project of approximately 10 percent, Table 1 highlights the differences. The biggest change is a reduction
of the theater of approximately 43,000 square feet and a reduction in other commercial space of
approximately 26,000 square feet (the difference between the increase of interior mall space and
reduction of all other space).
Table 1
Project Square Footage Comparison
Feb. Dec.
SF %
Retained/Redeveloped
Interior Mall
176,161 208,098 31,937 18.1%
Macy's 127,971 127,971 0 0.0%
Theater 86,754 43,655 -43,099 -49.7%
Youth Activity Center 23,863 18,190 -5,673 -23.8%
All Other Space 319,038 261,217 -57,821 -18.1%
Total 733,787 659,131 -74,656 -10.2%
Difference
Note: Despite a reduction in the Youth Activity Center square footage, Parks & Recreation is working with
the developer to evaluate the use of mezzanine levels to maximize the programmable space.
Financial Investment Overview
On November 8, 2012, exclusive negotiations between the URA and Walton/Alberta were initiated under
an Agreement to Negotiate. On May 8, 2013, Fort Collins Urban Renewal Authority Board authorized and
approved the execution of a Redevelopment and Reimbursement Agreement, by the Executive Director
of the Fort Collins Urban Renewal Authority, in connection with the redevelopment of the Foothills Mall.
Since May, Alberta Development on behalf of Walton Foothills Holdings VI, L.L.C. has continued to refine
the site plan and program for the redevelopment of Foothills Mall. The following narrative summarizes the
revised financing package and highlights changes since May.
The public financing package still includes the dedication of four revenue sources in the following priority
order:
Sources
Foothills Metropolitan District Capital Mills - The Metro District will pledge 50 mills of ad
valorem real property tax revenue to the bond. This mill levy expires when the bond is fully repaid
or within 25 years, whichever comes first.
Agenda Item 24
Item # 24 Page 3
Property Tax Increment - The URA will pledge 100 percent of the annual ad valorem property
tax increment revenue over a 25-year period, less an administrative fee up to a maximum of 1.5
percent of the gross property tax increment revenue received by the URA.
Public Improvement Fee - The Developer will impose a 1 percent Public Improvement Fee (PIF)
on all taxable transactions within the Project and pledge these revenues to the bond. This
revenue source terminates with the repayment of the bond.
Sales Tax Increment - The URA will pledge 100 percent of the annual sales tax increment
generated above a base by the Project related to the City’s 2.25 percent General Fund Sales Tax
rate (the “Core Rate”).
The above priority order works such that the first revenue source pledged to bond repayment is the last
revenue source out. Therefore, the Sales Tax Increment Pledge, despite existing for all 25 years, will
begin to release funds back to the URA and then the City as early as 2018.
Project Cost Summary
The total redevelopment project is estimated to cost $313 million, down from the estimated $319 million
in May (previously misstated in the May 7 Agenda Item Summary). These costs are split between the
commercial/retail at approximately $231 million or 74 percent and 446 anticipated residential units at a
total cost of $82 million or 26 percent. The eligible costs, which remain the same as described in May
(See Table 2), total approximately $53 million or 17 percent of the total cost and 23 percent of the
commercial/retail costs. The eligible costs represents the target amount of bond proceeds to be
generated by the pledged revenues.
Table 2
Summary of Eligible Costs for Reimbursement
($ Millions)
Blight Removal
Infrastructure
City
Infrastructure
Total
Public
Land Acquisition $ 5.5 $ 5.5
Parking Structure 9.6 9.6
Demolition / Abatement 3.9 3.9
Fixture & Amenities 1.4 1.4
Ditch Relocation 2.8 2.8
Site Work 12.9 12.9
Utilities 4.5 4.5
Soft Costs 4.6 4.6
Foothills Activity Center 4.8 4.8
Pedestrian Crossing / Culvert 3.0 3.0
TOTAL $ 45.2 $ 7.8 $ 53.0
Assumptions
The financial analysis resulting in the public finance investment contemplated in the proposed
Redevelopment and Reimbursement Agreement relies on several key assumptions. Several of these
assumptions have changed since May. Each of assumptions and the changes are described briefly
below:
Agenda Item 24
Item # 24 Page 4
Project Timing - The financial analysis assumes a December 23 “go” date for commencement of
construction activity. This result in a ground breaking in January/February 2014 and substantial
completion of the project in November 2015, a delay of one year from the original schedule
presented in May.
Annual Sales Per Square Foot - The financial analysis assumes $378 per square foot in
annual retail sales once the project stabilizes up from $350 per square foot in May (this rate
excludes non-retail space and the anchor department store). The sale per square foot figure has
increased due the increased confidence in anticipated retailers at the center. In addition, this
assumption relies on several inputs: (a) the average annual sales per square foot figure for all
Malls as provided by the International Council of Shopping Centers ($458 per square foot for
2012); and (b) Economic & Planning Systems full analysis of retail transfer, inflow and growth.
Occupancy - The financial analysis assumes, based on the construction schedule, that 75
percent of the gross leasable area will be occupied by retail tenants by December 31, 2015. This
number will grow to 95 percent occupancy and remain at this level by December 31, 2016. A
delay of approximately one year.
Retail Sales Growth - The financial analysis assumes that retail sales will grow by 2 percent
annually. This pace of growth is consistent with historical growth rates in the City of Fort Collins of
5.4 percent annually since 1990. In addition, this rate falls short of the historic growth rate of
inflation as measured by the Consumer Price Index, 2.9 percent annually since 1982. NO
CHANGE SINCE MAY.
Property Value Growth - The financial analysis assumes that real property values will increase
by 1 percent annually. This pace of growth is conservative compared to the historical growth rate
in of real property in Larimer County. NO CHANGE SINCE MAY.
Public Finance Revenue Summary
The Redevelopment and Reimbursement Agreement before the URA Board for consideration
contemplates utilizing the pledged revenues, as described, to support the issuance of a bond by the
Foothills Metro District. The proceeds from the bond issuance are intended to pay or reimburse the
eligible costs and to pay cost of issuance. As described, the bond will be supported by four revenue
sources.
In May, a single public finance scenario was presented in the Agenda Item Summary and staff
presentation. The staff presentation attached to this document presents two scenarios providing a range
of revenues and sales tax contribution. The two scenarios include: a scenario based on an assumed 7.00
percent interest rate consistent with the May assumption and a more conservative scenario assuming a
7.25 percent interest rate. The more conservative scenario is described in the following narrative.
The primary revenues supporting the bond will come from the Metro District in the form of annual ad
valorem taxes on real property and a PIF. These two revenue sources will generate $43.1 and $65.6
million respectively between 2014 and 2038. These revenues have decreased since May based on the
changes to the project site plan and program; Table 3 shows a comparison. In addition, the pledged
URA property tax increment will generate approximately $42.7 million during the same period. By 2020,
these three revenue sources will represent $6.1 million in revenue annually. Based off the financial
analysis, it is anticipated that sales tax contribution ends by 2019 until 2025 when additional sales tax
contributions are required to meet the debt payments on the bond. The total sales tax contribution is
anticipated to be $12 million.
Agenda Item 24
Item # 24 Page 5
Table 3
Comparison of Public Finance Revenues Generated by the Project, 2014-2038
($ Millions)
($ Millions)
Cumulative
Annual
Funding 2020
Cumulative
Annual
Funding 2020
Metro District Revenue 25 years 25 years
District Property Tax $ 50.0 $ 2.1 $ 43.1 $ 1.8
Sales PIF 64.7 2.3 65.6 2.4
URA Property Tax Increment 55.2 2.3 42.7 1.9
Metro District Funding $ 169.9 $ 6.7 $ 151.4 $ 6.1
Today's Value $ 62.5 $ 55.3
May 7th Dec 17th
In addition, sales tax increment has been pledged to support the issuance of a bond. There are three
components to the sales tax generated by the Project, including:
Base - Existing sales tax revenue generated by retailers in the Mall and surrounding Project
Area.
Transfer - Revenue from other areas of the city that shift to the Mall after redevelopment.
New - The net new revenue, or revenue in excess of base and transfer, associated with the
redeveloped mall project.
In addition, the sales tax revenue can be broken by the various pieces of the effective 3.85 percent rate.
There are two main pieces, including:
Core City Sales Tax Rate - This corresponds to the long-standing 2.25 percent General Fund
rate.
Dedicated City Sales Tax Rate - This corresponds to the sum total of four dedicated sales taxes
including: Transportation (0.25 percent), Natural Areas (0.25 percent), Building on Basics (0.25
percent), and Keep Fort Collins Great (0.85 percent) dedicated sales tax rates for a total of 1.60
percent.
The revenue generated by the constituent pieces of the Sales Tax rates is summarized in Table 3. The
base, transfer, and new components of the Dedicated City Sales Tax Rate will generate approximately
$106 million between 2014 and 2038. In addition, the Core Rate base Sale Tax Revenue will generate
approximately $44.5 million during the same period. Therefore, the total revenue generated by the project
that is not pledged to the bond is approximately $150.5 million.
Agenda Item 24
Item # 24 Page 6
Table 4
Comparison of Sales Tax Revenue Generated by the Project, 2014-2038
($ Millions)
($ Millions)
Cumulative
Annual
Funding 2016
Cumulative
Annual
Funding 2016
City Sales Tax Revenue 25 years First Full Year 25 years First Full Year
Dedicated Base / Transfer / New $ 104.6 $ 3.5 $ 106.0 $ 3.6
Core Base 44.4 1.8 44.5 1.8
Core Transfer & New 102.7 3.1 104.6 3.2
City Sales Tax $ 251.7 $ 8.4 $ 255.1 $ 8.7
Today's Value $ 94.7 $ 94.8
May 7th Dec 17th
The Agreement only pledges the transfer and new sales tax revenue related to the Core Rate. Based on
the financial analysis, these sales tax revenues represent approximately $104.6 million (up from $102.7
million in May) or the anticipated pledge sales tax revenue. However, the Agreement distinguishes
between sales tax pledge and remittance/share. Each item is described below:
Sales Tax Pledge - The Agreement pledges only tax revenues generated by the Core Rate, only
the tax revenue in excess of the base and defines the base as the 12 months prior to the
modification of the Plan to authorize tax increment.
Sales Tax Share/Remittance - The Agreement recognizes that the sales tax pledge is only the
extent necessary to support debt service and reserve contributions after all other revenue
sources contribute completely to support the bond.
Public Finance Package Structure
To better understand the structure of the public finance package, Table 5 summarizes the anticipated
sales tax revenue split between the two rates (Core and Dedicated) by the three components (Base,
Transfer, and New). In 2016, the total pledged sales tax revenue to the project (identified by the yellow)
totals $3.2 million (up from $3.1 million in May) of the approximately $5.1 million generated by the Core
Rate (2.25 percent). The City retains the remaining $5.5 million generated by the unpledged Dedicated
Rate (1.60 percent) and Core Rate base. These numbers increase to $3.4 million in pledged revenue and
$5.6 million in retained revenue by 2018.
Agenda Item 24
Item # 24 Page 7
Table 5
Comparison of Annual Sales Tax Revenue Generated by the Project, 2016 & 2018
($ Millions)
($ Millions)
Base Transfer New Total Base Transfer New Total
Core Tax - 2.25% 1.8 1.0 2.1 $ 4.9 1.8 0.9 2.3 $ 5.1
Dedicated Tax - 1.6% 1.3 0.7 1.5 $ 3.5 1.3 0.7 1.6 $ 3.6
Total $ 3.1 $ 1.7 $ 3.6 $ 8.4 $ 3.2 $ 1.6 $ 3.9 $ 8.6
Base Transfer New Total Base Transfer New Total
Core Tax - 2.25% 1.8 1.1 2.2 $ 5.1 1.8 1.0 2.4 $ 5.3
Dedicated Tax - 1.6% 1.3 0.8 1.6 $ 3.7 1.3 0.7 1.7 $ 3.7
Total $ 3.1 $ 1.9 $ 3.8 $ 8.8 $ 3.2 $ 1.7 $ 4.1 $ 9.0
May 7th
Sales Tax in 2016
Sales Tax in 2018
Dec 17th
Sales Tax in 2016
Sales Tax in 2018
As stated, the pledged sales tax revenue serves as the last revenue source to support the issuance of the
bond. Therefore, as the remaining three pledge revenues grow over time the need for pledged sales tax
revenue to support the bonds diminishes. The financial analysis demonstrates this in the estimated cash
flow presented in Table 6.
The bond will likely be issued in 2014 with two years of capitalized interest. Based on forecasts, revenue
will first be available to fund debt payments (including contributions to the supplemental reserve) of the
bond in 2015. In 2015, the pledged revenue sources, excluding the sales tax revenue, will generate
approximately $1.8 million towards bond repayment and reserve contributions. The pledged sales tax
revenue will generate an additional $0.8 million. These two revenue sources combined will generate
sufficient revenue (along with capitalized interest) to cover the debt payment and reserve contributions
required by the bond. The pledged revenue sources, excluding the sales tax revenue, will grow to $4.9
million in 2017 largely due to the delay in property tax valuation and collection. The pledged sales tax
revenue is anticipated to grow to $3.3 million. Together, these revenues will cover the debt payment and
the last sizable portion of the supplemental reserve fund contribution.
Starting in 2018, the pledged revenue sources, excluding sales tax revenue, are anticipated to cover the
debt payment, which is anticipated to terminate in 2038. As a result, starting in 2018 the pledged sales
tax revenue will not be required to meet debt payments or reserve contributions until 2025 when
additional sales tax contributions will be required. These revenues will, according to the terms of the
Agreement, be released back to the City through the URA. At that point, the total sales tax revenue
retained by the City will rise to $8.8 million and continue at this rate with 2 percent growth per year. This
constitutes a $4.0 million increase in net new revenues compared to the existing $4.8 million of sales tax
revenue generated in 2012. Approximately $7.6 million of the pledge sales tax is used between 2015 and
2018 to support the debt payment and reserve contributions. Additional sales tax contributions will be
required between 2025 and 2038 increasing the total sales tax remittance estimate to $12.0 million.
Agenda Item 24
Item # 24 Page 8
Table 6
Anticipated Public Finance Cash Flow, 2012-2019
($ Millions)
May 7th
Metro
District
Revenue
Pledged
Sales Tax
Increment
Bond
Payments &
Reserve
Sales Tax
Returned to
City
Base &
Dedicated
Sales Tax
City Sales Tax
Revenue
2012 4.8
2015 2.1 2.5 4.6 --- 5.0 5.0
2016 2.3 3.1 5.4 --- 5.3 5.3
2017 6.5 3.2 9.7 --- 5.4 5.4
2018 6.5 3.3 6.0 3.3 + 5.5 = 8.8
2019 6.7 3.4 5.7 3.4 + 5.6 = 9.0
Dec 17th
Metro
District
Revenue
Pledged
Sales Tax
Increment
Bond
Payments &
Reserve
Sales Tax
Returned to
City
Base &
Dedicated
Sales Tax
City Sales Tax
Revenue
2012 4.8
2015 1.8 0.8 2.7 --- 3.8 3.8
2016 2.4 3.2 5.6 --- 5.5 5.5
2017 4.9 3.3 8.3 --- 5.5 5.5
2018 5.5 3.4 5.7 3.2 + 5.6 = 8.8
2019 5.5 3.5 5.5 3.5 + 5.7 = 9.2
FINANCIAL / ECONOMIC IMPACT
Financial Impact to the City
The financial analysis evaluated the impact of the sales tax pledge over the full 25 years of the bond term.
This provides a fuller understanding of the impact to the City of the sales tax pledge. The total anticipated
sales tax revenue generated by the Core Rate between 2014 and 2038 is approximately $149 million with
$105 million pledged toward the bond issuance (Transfer and New; shown in yellow), as shown in Table
7. The Dedicated Rate generates approximately $106 million between 2014 and 2038. The grand total of
Agenda Item 24
Item # 24 Page 9
Table 7
Comparison of Sales Tax Revenue Generated by the Project, 2014-2038
($ Millions)
($ Millions)
Base Transfer New Total Base Transfer New Total
Core Tax - 2.25% 44 35 68 $ 147 44 31 74 $ 149
Dedicated Tax - 1.6% 32 24 49 $ 105 32 22 52 $ 106
Total $ 76 $ 59 $ 117 $ 252 $ 76 $ 53 $ 126 $ 255
May 7th Dec 17th
Sales Tax over 25 Years Sales Tax over 25 Years
As indicated previously, the Staff Presentation includes two public finance scenarios: (a) an assumed
interest rate of 7.00 percent, and (b) an assumed interest rate of 7.25 percent. In both scenarios, the
estimated new revenue between 2014 and 2038 is approximately $126 million. In the 7.00 percent
scenario the estimated sales tax contribution is approximately $9.0 million. The estimated sales tax
contribution in the 7.25 percent scenarios is estimated at $12.0 million. Therefore, the estimated net new
revenue to the City, after subtracting the anticipated sales tax contribution, will range between $114 and
$117 million or between $4.6 and $4.7 million annually on average. This amount is up from $108 million in
net new revenue estimated in May.
A change in the amount of sales tax transfer accounts for a substantial portion of the estimated increase
in net new sales tax revenue to the City. Adjusting the above revised net new sales tax revenue estimates
to exclude this increase in sales tax transfer reduces the anticipated range to between $108 and $111
million. This is an even more conservative estimate of anticipated net new revenue and remains on par
with the previously estimated amount of $108 million presented in May.
Economic Impact Analysis Overview
The Project will generate economic impacts during construction and operations. The construction
activities, occurring while the Developer builds and renovates Foothills, will generate one-time impact for
construction workers and businesses in the area. The on-going operations of the redeveloped mall and
the occupying tenants will create annual economic impacts, employing workers in the community and
supporting additional economic activity throughout the region.
An economic impact analysis prepared by TIP Strategies and ImpactDataSource evaluates the plan to
redevelop the Foothills Mall (Attachment 3). The analysis uses the Project Development Plan as
approved by the Planning & Zoning (P&Z) Board, on February 7, 2013, as the input, assuming a $312
million project investment and 446 multi-family residential units.
The one-time construction activity will support 2,905 workers in the area and support $160.1 million in
new earnings for these works, as shown in Table 8. The redeveloped mall operations represent the
restaurant and retail employment and earnings supported by tenants at the mall. Currently, mall tenants
employ 200-300 workers but employment is trending lower. It is projected that tenants leasing space in
the redeveloped mall will employ a total of 1,200 workers when fully leased. In total, the mall’s operations
will support 1,434 total workers and $28.4 million in workers’ earnings annually.
Agenda Item 24
Item # 24 Page 10
Table 8
Summary of One-Time and Annual Economic Impacts
Construction (One-Time) One-Time
Jobs 2,905
Earnings $160,096,057
Average Earnings per Job $55,111
Operations (On-going)** Annual
Jobs 1,434
Earnings $28,375,412
Average Earnings per Job $19,785
In addition to economic impacts, the redevelopment of the mall will generate one-time revenues collected
by the City of Fort Collins. These revenues will be generated by the construction and renovation
investment. Specifically, the redevelopment and construction project will result in sales and use tax
collections, capital expansion fees, building permits and plan check fees. The one-time revenue from
Sales and Use Taxes will total approximately $5.1 million with approximately $4.8 million in construction
materials sales and use tax revenue and $197,000 in sales and use tax from construction worker
spending, as shown in Table 9. The total building permit and plan check fees, capital expansion fees,
utility fees, and street oversizing fees will total approximately $12.4 million.
Table 9
Summary of One-Time Fiscal Impacts
Sales and Use Taxes - Construction Materials $4,870,250
Sales and Use Taxes - Construction Worker Spending $197,245
Total Sales & Use Taxes $5,067,495
Building Permit & Plan Check Fees $848,414
Capital Expansion Fees (Less Credits) $3,441,306
Stormwater, Water & Wastewater Fees (Less Credits) $6,332,604
Street Oversizing Fees $1,729,600
Total Permit, Plan Check, and Fees $12,351,924
ENVIRONMENTAL IMPACTS
Triple Bottom Line Analysis
City staff prepared a Triple Bottom Line Analysis Map (TBLAM) for the Foothills Mall Redevelopment
Project. The purpose of looking at major projects through a triple bottom line lens is to identify
opportunities and issues in an unbiased and broad way. The TBLAM is not used to make decisions but
rather to identify and work to mitigate issues, to optimize solutions whenever possible, and to inform
decisions. The Mall TBLAM is presented in Attachment 4.
The City of Fort Collins is committed to analyzing major projects using a triple bottom line approach. Over
the next several months, the Sustainability Services Area will be working to identify and optimize the set
of tools and approaches to conduct these analyses in conjunction with the development of the community
sustainability plan.
Agenda Item 24
Item # 24 Page 11
Carbon Footprint
A carbon footprint analysis is being completed for the Mall Redevelopment Project at City Council’s
request. The analysis will evaluate the footprint of the proposed redeveloped mall and compare that to
the footprint of the existing mall and to the existing mall if it were operating under thriving conditions. A
local sustainability engineering consulting firm, The Brendle Group, has been retained to prepare the
analysis in conjunction with City staff. The footprint analysis will be reviewed and refined at the May 3,
2013 mall charrette and will be provided to City Council by close of business on May 3rd under separate
cover.
Storm Water Quality
The Foothills Redevelopment is required to meet current storm water standards, which will result in
significant upgrades to the site. Runoff will be captured and treated to remove pollutants and discharged
off site at a much slower rate than the existing condition. The storm water management and treatment
facilities will provide significant reductions in peak rates of runoff from the site seen during all storm
events. The reductions will create improvements in the environment downstream of the site such as
reductions in the erosion of channels and improved water quality in rivers and streams that receive the
runoff from the site.
BOARD / COMMISSION RECOMMENDATION
Economic Advisory Commission recommends supporting the Redevelopment and Reimbursement
Agreement, April 24, 2013 & May 1, 2013
Economic Advisory Commission recommends supporting the revised Redevelopment and
Reimbursement Agreement, October 16, 2013
PUBLIC OUTREACH
The following lists outreach associated with all URA actions related to Foothills Mall.
Outreach between 2007-2008
April 4, 2007 written notification to property owners and business interests
April 6, 2007 published notification in the Coloradoan
April 11, 2007 public open house
April 17, 2007 City Council meeting, submitting the Existing Conditions Survey to the Planning
and Zoning Board, Poudre School District, and Larimer County
April 19, 2007 Planning and Zoning Board meeting
Written notification to taxing entities
May 15, 2007 City Council meeting, adopting the Foothills Urban Renewal Plan
November 18, 2008 City Council meeting, dissolving the Foothills Urban Renewal Plan
Outreach between 2011-2013
January 21, 2011 written notification to property owners and business interests
February 1, 2011 City Council meeting, authorizing staff to prepare an Existing Conditions Survey
April 20, 2011 public open house
May 17, 2011 City Council meeting, submitting Existing Conditions Survey to the Planning and
Agenda Item 24
Item # 24 Page 12
Zoning Board, Poudre School District, and Larimer County
May 19, 2011 written notifications to taxing entities
July 12, 2011 written notification to property owners and business interests
2011, general outreach was also provided throughout the year to community organizations, such
as the South Fort Collins Business Association and Chamber of Commerce
September 6, 2011 City Council meeting adopting the Midtown Urban Renewal Plan
July 18, 2012 written notification to property owners and business interests (Mall area only)
November 8, 2012 URA Board meeting, adopting an Agreement to Negotiate with mall Owner
December 12, 2012 written notice to property owners and business interests
December 12, 2012 published notification in the Coloradoan
February 28, 2013 City Council meeting, reaffirming the Midtown Existing Conditions Survey and
Urban Renewal Plan
March 28, 2013 written notice to property owners and business interests regarding the plan
amendment
March 28, 2013 published notification in the Coloradoan regarding the plan amendment.
General Outreach on the Financial Investment Package:
Economic Advisory Commission Meeting, Special Session, April 24, 2013 and May 1, 2013
(Provided under separate cover as part of the City Council Packet on May 2, 2013)
Fort Collins Area Chamber of Commerce, Local Legislative Affairs Committee, April 26, 2013
Open House for Board and Commission Chairs, April 30, 2013
Economic Advisory Commission Meeting, October 16, 2013
Council Finance Committee Meeting, October 21, 2013
Public Open House, October 30, 2013.
ATTACHMENTS
1. May 7, 2013 Agenda Item Summary (w/o attachments) (PDF)
2. Memorandum from Economic & Planning Systems RE: Foothills Redevelopment Sales
Forecasts, April 30, 2013 (PDF)
3. Economic Impact Analysis, Foothills Mall Redevelopment, April 30, 2013 (PDF)
4. Fort Collins Triple Bottom Line Analysis Map, Prepared by City/URA Staff, May 1, 2013 (PDF)
5. Powerpoint presentation (PDF)
6. Economic Advisory Commission minutes, April 17, May 1 and October 16, 2013 (PDF)
COPY
COPY
COPY
ATTACHMENT 1
DATE: May 7, 2013
STAFF:Darin Atteberry, Mike Beckstead,
Bruce Hendee, Josh Birks
AGENDA ITEM SUMMARY
FORT COLLINS CITY COUNCIL 28
SUBJECT
Resolution 2013-042 Approving a Redevelopment and Reimbursement Agreement with the Fort Collins Urban
Renewal Authority, Walton Foothills Holdings VI, LLC, and the Foothills Metropolitan District Regarding the
Redevelopment of Foothills Mall.
EXECUTIVE SUMMARY
This resolution authorizes and approves the execution of a Redevelopment and Reimbursement Agreement, by the
City Manager of the City of Fort Collins, in connection with the redevelopment of the Foothills Mall.
BACKGROUND / DISCUSSION
Project Overview
Location
Located within the Midtown Urban Renewal Plan (Adopted, September 2011), the Foothills Fashion Mall (“Foothills”)
encompasses approximately 76.3 acres of property bounded generally on the north by Swallow Road, on the east by
Stanford Road, on the south by Monroe Drive, and on the west by College Avenue. The project is zoned C-G General
Commercial and is located in the Transit-Oriented Development Overlay District (the “TOD District”).
History
The original Foothills Fashion Mall opened in 1973 and was constructed, owned, and operated by a partnership that
included the Everitt Companies. The Everitt Companies developed numerous real estate projects during the 1970s,
80s, and 90s throughout Fort Collins. In 1988, Foothills was expanded to include additional anchor stores (J.C.
Penney, Mervyn’s). In 1995, Foothills changed further with an expansion of the Foley’s (now Macy’s) building.
The Fort Collins Urban Renewal Authority (“URA”) was created by City Council in 1982 to prevent and eliminate
conditions in the community related to certain “blight factors”, as defined in Sections 31-25-101, et seq., Colorado
Revised Statutes (the “Urban Renewal Law”). Using tax increment financing (“TIF”), the URA is able to leverage public
and private investment to remediate blight, which is complimentary to the City’s broader goal of promoting
redevelopment and infill in targeted areas. Midtown Fort Collins has been identified as one of these targeted areas
for infill and redevelopment, primarily because it includes a significant portion of the College Avenue commercial
corridor and the Mason Corridor collectively referred to as the “Community Spine”.
A major influence in Midtown is Foothills Mall. For the first decades of operation, the Mall was a major regional retail
center that attracted shoppers from northern Colorado, southeastern Wyoming, and southwestern Nebraska. The mall
underwent several expansions in 1980s and 1990s, but nevertheless has experienced declining sales and increasing
vacancies, partly due to increasing competition from newer retail centers in northern Colorado. The loss of two major
anchor stores, Mervyn’s and JC Penny, only further contributed to the mall’s decline and solidified the revitalization
of the mall as a top City priority.
General Growth Properties (GGP) purchased the aging mall in 2003 with plans to revitalize and redevelop the property.
Recognizing the mall has significant barriers to redevelopment, the City early on explored TIF via the URA as a
potential tool to assist with its redevelopment. In the City’s 2005 Economic Action Plan, the mall is identified as the
“single most important retail redevelopment initiative in the City”, and identifies the establishment of an Urban Renewal
Plan as the “most effective manner for the City to assist in the redevelopment”.
In 2007, the City hired a consultant to conduct an Existing Conditions Survey to determine if the area contained
sufficient conditions according to Urban Renewal Law to declare it blighted. The 2007 Survey affirmed blight factors
exist and declared the area blighted. City Council ultimately adopted Resolution 2007-052 and 2007-053 declaring
Foothills Mall blighted and approving the Foothills Mall Urban Renewal Plan, respectively. Unfortunately, GGP did
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not initiate any redevelopment activities and decided to postpone investment because of the economic environment
at the time. In order to preserve the ability to use TIF in the future, City Council passed Resolution 2008-110 which
repealed Resolution 2007-053 and dissolved the Foothills Mall Urban Renewal Plan.
Despite this setback, redevelopment of the mall continued to be a top priority. In 2010, the City conducted a
Redevelopment Study for Midtown; while this analyzed Midtown as a whole, a significant portion was dedicated to the
mall and potential redevelopment scenarios that could occur. One of the action items from this Study was for staff to
examine Midtown for conditions of blight and determine whether it met statutory qualifications for an Urban Renewal
Area.
In February 2011, as a result of the recommended action item, City Council adopted Resolution 2011-008 authorizing
and directing staff to prepare an Urban Renewal Plan and Existing Conditions Survey (Survey) for the Midtown Area,
including Foothills Mall. Since the mall had been previously examined in 2007, staff conducted a basic site evaluation
and determined that the blight factors cited in 2007 remained present in 2011. Ultimately, City Council adopted
Resolutions 2011-080 and 2011-081 adopting the Midtown Existing Conditions Survey and Midtown Urban Renewal
Plan, respectively. Conversations between the City and GGP about redevelopment of the mall continued throughout
this time. However, GGP decided not to invest in the property and sold Foothills Mall and adjacent properties to
Walton Foothills Holdings IV, LLC (the “Developer”) in July 2012.
Seeing redevelopment of Foothills Mall seemed imminent, the URA sent notice mid-July to property owners and
tenants within and immediately adjacent to the mall informing those parties that ownership had changed. Additionally,
the notice solicited redevelopment proposals for the URA to take into consideration. Although general inquiries were
received, the URA only received a formal proposal from Walton/Alberta. In September 2012, the URA sent the
Walton/Alberta a formal letter selecting them as the developer for the project.
Project Description
Alberta Development Partners in partnership with Walton Street Capital (the “Developers”) intend to undertake a
comprehensive redevelopment of the Foothills Fashion Mall (the “Project”). The redevelopment will include a mixed-
use redevelopment with a commercial/retail component (734,979 square feet), a commercial parking structure and
up to 800 multi-family dwelling units on 76.3 acres.
Retail
The project proposes to deconstruct portions of existing Foothills and renovate the remaining original structure, for a
388,084 square foot, one-level, enclosed shopping mall. In addition, various free standing buildings including the
Commons At Foothills Mall Building, the Shops at Foothills Mall buildings, The Plaza at Foothills Mall, the Corner
Bakery, Christy Sports and the Youth Activity Center building would all be deconstructed. In their place, eight new retail
buildings are proposed along South College Avenue, ranging from 9,300 square feet to 31,715 square feet in size.
Internal to the site, five new retail building are proposed to be located northwest of the existing enclosed mall. These
five building range from 7,636 square feet to 12,000 square feet in size. To the southeast of the existing mall, four new
restaurants are proposed ranging in size from 8,088 square feet to 124,000 square feet as well as a new, two-story
24,000 square foot Foothills Activity Center to replace the Youth Activity Center. Additionally, a new 86,754 square
foot entertainment and theater building is proposed located southeast of the new restaurants. The large east green
area and smaller west green plazas anchor the pedestrian network. The commercial component provides a total of
3,581 parking spaces via a six level, 84,663 foot parking structure and surface parking spaces.
Residential
The residential component of the project proposes up to 800 multi-family units distributed among five buildings that
will include a mix of studio, one, two, and three bedroom units. Current plans call for the construction of 446 residential
units. The residential component of the project includes 1,422 parking space via three separate subterranean
structures (858 spaces), an above ground structure (472 spaces) and 92 open surface parking stalls. The residential
buildings will range in height from two- to five-stories. Generally, the residential building heights get taller as the project
develops from the north to south along Stanford Road.
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Green Development Practices/Components
The Developer is committed to developing an efficient and high performing project in an effort to meet or exceed many
of the objectives identified in the City’s Climate Action Plan. It should be noted that redevelopment of the Foothills Mall
will inherently achieve many significant improvements including the removal and mitigation of existing hazardous
materials (Asbestos), a complete upgrade of stormwater facilities on-site, and the inclusion of updated HVAC and
lighting systems, which are significantly more efficient than the existing systems.
The Developer is currently engaged with the City of Fort Collins in a modified Integrated Design Assistance Program
(IDAP) in an effort to identify opportunities for improved building performance. City staff and the Developer’s design
team has a scheduled half-day design charrette on May 3 to identify design opportunities that will result in high-
performance buildings that exceed building code requirements for energy performance. The objectives of that meeting
are to identify proposed design elements that go above and beyond code requirements; to collaborate on new
opportunities for enhanced design features to decrease the project’s carbon impact; to quantify the project’s carbon
impact, and to identify and agree on a clear plan of action to achieve a high performance project. The results of the
meeting will be provided to City Council under separate cover.
The Developer has committed to numerous other “green” components within the project, which are included in
Attachment 1 and titled “Foothills Mall Renovation and Fort Collins Green Code Compliance.” The City of Fort Collins
has provided the Developer a response to that memo with a list of enhancements and additional measures to improve
the environmental sustainability of the project (Attachment 2). The Developer has agreed to comply with those
measures and will be updating their memo to include the enhancements. The updated memo will be provided to City
Council under separate cover.
The Climate Action Plan includes a goal of diverting 50% of waste from the landfills and Alberta addressed this policy
in several ways. As part of the deconstruction/demolition of the existing mall, Alberta has committed to dismantle the
existing structures in manner that diverts at least 50% (by weight) of all materials from the landfill. Alberta Development
has provided a memo which articulates how this will be accomplished, which is included as Attachment 3. It should
be noted that demolition and construction waste material diversion is included as an agenda item during the May 3
charrette to identify ways to increase the diversion amount even more.
The recycling plan during operations of the mall is also a key component of the overall waste diversion goals and
several recommendations have been made to the Developer by the City’s Environmental Services that address this
issue. These recommendations are included within the enhancements and additional measures provided to the
Developer to improve the environmental sustainability of the project (Attachment 2). An overall waste management
plan will be developed for the project and is included as part of the May 3 charrette.
Blight Conditions
A first step in any Urban Renewal Authority project is the determination of whether an area constitutes a blighted area
under Colorado Urban Renewal Law. The principle purpose of determining blight and creating the related urban
renewal plan and programs and/or projects of redevelopment is to eliminate blight or prevent the spread of blight
and/or the further deterioration of blight areas (Colorado Revised Statutes Section 31-25-107(4.5).
In 2007, the City of Fort Collins commissioned Terrance Ware & Associates to conduct an Existing Conditions Study
to determine if the Foothills Mall area met the statutory requirements to be determined a “blighted area”. The 2007
study concluded the area was blighted based on six blight conditions. Furthermore, all of the blight conditions were
found to still be in existence in April 2011 when the City conducted a second existing conditions study as part of the
Midtown Existing Conditions Survey, which was third-party verified by MTA Planning & Architecture.
In addition to deterioration of structures, obsolescence of building systems and poor or unsafe ingress and egress,
there were three site conditions that contributed to the determination of blight. These included: poor and hazardous
pedestrian circulation; inadequate vehicular circulation; and, inadequate drainage facilities. The three site conditions
were found to be present, independent of each other, in multiple locations; however, all three site conditions were
found to exist on the southwestern portion of the site. The plan identified missing sidewalk connections along College
Avenue, as well as a lack of pedestrian connections from College Avenue to the interior of the site; inadequate
vehicular circulation within the interior of the site due to a lack of drive aisles and curb and gutter; as well as poor
drainage as a result of the topography of the site. In particular, the site containing Sears is lower than the remaining
mall site, and is immediately adjacent to a drainage ditch. The report states: “Drainage of the 72-acre parcel is highly
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inadequate. There are only six drains to facilitate drainage for the entire property. This causes significant back-ups
often resulting in flooding during heavy rainstorms.”
The site plan submitted to and approved by the Planning and Zoning Board on February 7, 2013, reflects an effort to
meet the goals of City Plan, the Land Use Code, and remediate the blight conditions identified in the 2007 Existing
Conditions Study. In addition to the meeting the goals of City Plan and the Land Use Code, the current site plan
remediates the three highlighted blight conditions in the following manner. In relation to vehicular circulation, the plan
reconfigures the site to provide definite drive aisles with curb and gutter. The proposed drive aisles provide clear sight
lines, and are clearly delineated with landscaped islands. Additionally, the proposed new building does not extend as
far to the west as the existing building, and the existing drainage ditch is to be accommodated with an underground
culvert. This eliminates the “bottleneck” issue and provides ample space for overall vehicular circulation.
The existing lack of adequate pedestrian connections is alleviated by addressing both the vertical and horizontal
constraints on the site. In order to achieve adequate pedestrian connections to the interior of the site, a significant
amount of fill (roughly eight 8 feet in some locations) is proposed on the site. The fill would allow the pedestrian
connections from College Avenue to the interior of the site to meet ADA requirements. Additionally, new sidewalks are
proposed along College Avenue, as well as the main entrance into the mall from College Avenue.
Finally, the inadequate drainage on the site is remedied by adding the fill, which allows for improved flow to the exterior
of the site, as well as adding new drainage structures where appropriate.
Eligible Costs
Certain projects costs are eligible for public assistance per Colorado Revised Statutes relating to Urban Renewal and
Special Districts (Title 32). The types of eligible costs for each (Urban Renewal and Metro District) are relatively broad
and include such categories as:
• Acquisition of a blighted area;
• Demolition and removal of buildings and improvements;
• Installation, construction, or reconstruction of streets, utilities, parks, playgrounds, and other improvements
necessary for carrying out the objectives of the urban renewal plan;
• Carrying out plans for a program through voluntary action and the regulatory process for the repair, alteration,
and rehabilitation of buildings or other improvements in accordance with the urban renewal plan;
• Acquisition of any other property where necessary to eliminate unhealthful, unsanitary, or unsafe conditions,
lessen density, eliminate obsolete or other uses detrimental to the public welfare, or otherwise remove or
prevent the spread of blight or deterioration or to provide land for needed public facilities.
It is important to note that the total amount of eligible costs per the Colorado Revised Statutes is significantly higher
than the $53 million in public assistance being offered. However, the Developer and the City of Fort Collins established
a process to identify project costs that are extraordinary costs associated with remediating blighted conditions on the
property, or costs associated with public improvements or public infrastructure. These are costs in which there is direct
public benefit. The process of identifying the eligible costs balanced the need to maximize the public benefit while
ensuring the public assistance was the minimum amount necessary to make the project financially viable.
The following provides a brief description of each of the eligible costs summarized in Table 1 below:
• Land Acquisition: This amount represents the estimated value of the land underlying the portions of the
project that include the public gathering spaces such as the east and west lawns, the Foothills Activity Center,
and other green or public spaces on the site.
• Parking Structure: This cost represents 75% of the parking structure. The structure allows for greater
utilization of site including the public gathering spaces.
• Demolition/Abatement: Demolition and deconstruction of the aging facility represents an extraordinary cost
associated with remediating blight and mitigation the hazardous materials.
• Fixture and Amenities: This represents urban design enhancements to the public gathering spaces (east and
west lawns) to provide high quality of place.
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• Ditch Relocation: Relocating a segment of the Larimer No. 2 ditch to the west side of College Ave. represents
an extraordinary cost associated with remediating blight.
• Site Work: This cost is associated with earthwork (grade and fill), site walls to alleviate topographic constraints
on the site, as well as asphalt paving, curb and gutter, and sidewalks.
• Utilities: This represents upgrades and improvements to sanitary sewer, storm water, water lines and fire water
systems.
• Soft Costs: Architectural and engineering costs associated with activity center, parking structure, as well as
materials testing, and environmental/abatement management.
• Foothills Activity Center: A publicly owned and operated activity center that includes gymnasium, public
meeting rooms and after-school programs for youth.
• Pedestrian Crossing/Underpass: A pedestrian connection linking MAX BRT and Foothills Mall utilizing Larimer
No. 2 Ditch alignment under College Ave.
Table 1
Summary of Eligible Costs for Reimbursement
($ Millions)
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. The redevelopment of Foothills represents an opportunity to strengthen
the existing high quality of place. The Project meets numerous City Plan policy objectives and occurs in a Targeted
Redevelopment Area (as defined by City Plan). Thus, the project represents an opportunity to achieve more than
economic outcomes but an opportunity to strengthen the overall community.
City Plan Objectives
The Project as proposed meets a variety of City Plan objectives, including but not limited to:
Economic Health
• EH 1.4 – Target the Use of Incentives to Achieve Community Goals: The project will achieve broader
community goals as described, including redevelopment within a Targeted Infill Area, infrastructure upgrades,
and support of transit.
• EH 4.1 – Prioritize Targeted Redevelopment Areas: The Link-N-Greens site is within an identified targeted
redevelopment area in City Plan.
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Community and Neighborhood Livability
• LIV 5.1 – Encourage Targeted Redevelopment and Infill: The Foothills site is encompassed by the
identified targeted redevelopment areas within City Plan. In addition, the Project meets the purpose of this
principle because it:
N Promotes the revitalization of existing, underutilized commercial and industrial areas;
N Concentrates higher density housing and mixed-use development in locations that will be served by high
frequency transit in the future;
N Promotes reinvestment in an area where infrastructure already exists; and
N Increases economic activity in the area to benefit existing residents and businesses and may provide the
stimulus to redevelop.
• LIV 5.2 – Target Public Investment along the Community Spine: Additionally, the project occurs in the
identified “community spine,” which has been identified as the “highest priority area for public investment in
streetscape and urban design improvements and other infrastructure upgrades to support infill and
redevelopment and to promote the corridor’s transition to a series of transit-supportive, mixed-use activity
centers”.
• LIV 21.4 – Provide Access to Transit: The project includes access to bus stops along College Avenue,
Foothills Parkway and Stanford Road. In addition, the Project lies within a short walking distance of both the
Horsetooth and Swallow MAX stops. Furthermore, the project will include the construction of a pedestrian
underpass across College Avenue facilitating a safe link to MAX and Mason Corridor.
Transportation
• T 3.3 – Transit Supportive Design: The proposed Project includes significant enhancements to pedestrian
and bicycle connectivity around and thru the site. In addition, the underpass connection to MAX signifies a
major opportunity to connect the Project to the MAX Bus Rapid Transit system.
Economic Health Strategic Plan
In addition, the project as proposed addresses one of the four goals of the Economic Health Strategic Plan adopted
by City Council in June 2012. This goal is supported by several strategies, which this project addresses specifically.
Goal 4: Develop community assets and infrastructure necessary to support the region’s employers and talent.
• Targeted Infill & Redevelopment: This project falls in a defined targeted and infill area and delivers a
significant redevelopment project as a catalyst in the area.
Midtown Urban Renewal Area
The Midtown Urban Renewal Plan, adopted in 2011 and ratified and confirmed in February 2013, is intended to
stimulate private sector development in the Plan area using a combination of private and public investment and Urban
Renewal Authority financing. Numerous objectives are identified to guide such investment, and the redevelopment
of Foothills Mall accomplishes several, including:
• Facilitate redevelopment by private enterprise through cooperation among developers and public agencies
to plan, design, and build needed improvements.
• Address and remedy conditions in the area that impair or arrest the sound growth of the City.
• Implement the Comprehensive Plan.
• Redevelop and rehabilitate the area in a manner which is compatible with and complementary to unique
circumstances in the area.
• Improve pedestrian, bicycle, vehicular and transit-related circulation and safety.
• Contribute to increased revenues for all taxing entities.
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Financial Investment Overview
On November 8, 2012, exclusive negotiations between the URA and Walton/Alberta were initiated under an Agreement
to Negotiate. Negotiations with regard to the public financing package have been occurring since. The public financing
package includes the dedication of four revenue sources in the following priority order:
Sources
• Foothills Metropolitan District Capital Mills – The Metro District will pledge 50 mills of ad valorem real
property tax revenue to the bond. This mill levy expires when the bond is fully repaid or within 25 years,
whichever comes first.
• Property Tax Increment – The URA will pledge 100 percent of the annual ad valorem property tax increment
revenue over a 25-year period, less an administrative fee up to a maximum of 1.5 percent of the gross
property tax increment revenue received by the URA.
• Public Improvement Fee – The Developer will impose a 1 percent Public Improvement Fee (PIF) on all
taxable transactions within the Project and pledge these revenues to the bond. This revenue source sunsets
after 30 years.
• Sales Tax Increment – The URA will pledge 100 percent of the annual sales tax increment generated above
a base by the Project related to the City’s 2.25 percent General Fund Sales Tax rate (the “Core Rate”).
The above priority order works such that the first revenue source pledged to bond repayment is the last revenue source
out. Therefore, the Sales Tax Increment Pledge, despite existing for all 25 years, will begin to release funds back the
City as early as 2018.
Project Cost Summary
The total redevelopment project is estimated to cost $312 million. These costs are split between the commercial/retail
at approximately $230 million or 74 percent and 446 anticipated residential units at a total cost of $82 million or 26
percent. The eligible costs described above total (See Table 1) approximately $53 million or 17 percent of the total
cost and 23 percent of the commercial/retail costs. The eligible costs represents the target amount of bond proceeds
to be generated by the pledged revenues.
Assumptions
The financial analysis resulting in the public finance investment contemplated in the proposed Redevelopment and
Reimbursement Agreement relies on several key assumptions. Each of these assumptions is described briefly below:
• Project Timing – The financial analysis assumes a May 8 “go” date for commencement of construction
activity. This result in a ground breaking in June/July 2013 and substantial completion of the project in
November 2014. Demolition of the old Sears building, and construction of the new building in place of Sears,
along with the residential is not likely to be complete until sometime in 2015.
• Annual Sales Per Square Foot – The financial analysis assumes $350 per square foot in annual retail sales
once the project stabilizes, assumed to occur in 2016. This assumption relies on several inputs, including the
average annual sales per square foot figure for all Malls as provided by the International Council of Shopping
Centers ($458 per square foot for 2012). In addition, Economic & Planning Systems provided a full analysis
of retail transfer, inflow and growth, which was used to project the anticipated retail sales level at the
redeveloped mall (See Attachment 4 for more details).
• Occupancy – The financial analysis assumes, based on the construction schedule, that 80 percent of the
gross leasable area will be occupied by retail tenants by December 31, 2015. This number will grow to 95
percent occupancy and remain at this level by December 31, 2016.
• Retail Sales Growth – The financial analysis assumes that retail sales will grow by 2 percent annually. This
pace of growth is consistent with historical growth rates in the City of Fort Collins of 5.4 percent annually since
1990. In addition, this rate falls short of the historic growth rate of inflation as measured by the Consumer Price
Index, 2.9 percent annually since 1982.
• Property Value Growth – The financial analysis assumes that real property values will increase by 1 percent
annually. This pace of growth is conservative compared to the historical growth rate in of real property in
Larimer County.
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Public Finance Revenue Summary
The Redevelopment and Reimbursement Agreement before the URA Board for consideration contemplates utilizing
the pledged revenues, as described, to support the issuance of a bond by the Foothills Metro District. The proceeds
from the bond issuance are intended to pay or reimburse the eligible costs and to pay cost of issuance. As described,
the bond will be supported by four revenue sources.
The primary revenues supporting the bond will come from the Metro District in the form of annual ad valorem taxes
on real property and a PIF. These two revenue sources will generate $50.0 and $64.7 million respectively between
2015 and 2038, as shown in Table 2, over the 25 year anticipated life of the bond. In addition, the pledged URA
property tax increment will generate approximately $55.2 million during the same period. By 2017, these three revenue
sources will represent $6.4 million in revenue annually, the first full year of stabilized Metro District ad valorem tax, PIF
and property tax increment. Based off the financial analysis, it is anticipated that these three revenue sources will be
able to cover the full debt payment of the bond by the end of 2017.
Table 2
Summary of Public Finance Revenues Generated by the Project, 2015-2038
($ Millions)
In addition, sales tax increment has been pledged to support the issuance of a bond. There are three components to
the sales tax generated by the Project, including:
• Base – Existing sales tax revenue generated by retailers in the Mall and surrounding Project Area.
• Transfer – Revenue from other areas of the city that shift to the Mall after redevelopment.
• New – The net new revenue, or revenue in excess of base and transfer, associated with the redeveloped mall
project.
In addition, the sales tax revenue can be broken by the various pieces of the effective 3.85 percent rate. There are
two main pieces, including:
• Core City Sales Tax Rate – This corresponds to the long-standing 2.25 percent General Fund rate.
• Dedicated City Sales Tax Rate – This corresponds to the sum total of four dedicated sales taxes including:
Transportation (0.25 percent), Natural Areas (0.25 percent), Building on Basics (0.25 percent), and Keep Fort
Collins Great (0.85 percent) dedicated sales tax rates for a total of 1.60 percent.
The revenue generated by the constituent pieces of the Sales Tax rates is summarized in Table 3. The base, transfer,
and new components of the Dedicated City Sales Tax Rate will generate approximately $104.6 million between 2015
and 2038. In addition, the Core Rate base Sale Tax Revenue will generate approximately $44.4 million during the
same period. Therefore, the total revenue generated by the project that is not pledged to the bond is approximately
$149.0 million.
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Table 3
Summary of Sales Tax Revenue Generated by the Project, 2015-2038
($ Millions)
The Agreement only pledges the transfer and new sales tax revenue related to the Core Rate. Based on the financial
analysis, these sales tax revenues represent approximately $102.7 million or the anticipated pledge sales tax revenue.
However, the Agreement distinguishes between sales tax pledge and remittance/share. Each item is described below:
• Sales Tax Pledge – The Agreement pledges only tax revenues generated by the Core Rate, only the tax
revenue in excess of the base and defines the base as the 12 months prior to the modification of the Plan to
authorize tax increment.
• Sales Tax Share/Remittance – The Agreement recognizes that the sales tax pledge is only the extent
necessary to support debt service and reserve contributions after all other revenue sources contribute
completely to support the bond.
Public Finance Package Structure
To better understand the structure of the public finance package, Table 4 summarizes the anticipated sales tax
revenue split between the two rates (Core and Dedicated) by the three components (Base, Transfer, and New). In
2016, the total pledged sales tax revenue to the project (identified by the yellow) totals $3.1 million of the approximately
$4.9 million generated by the Core Rate (2.25 percent). The City retains the remaining $5.3 million generated by the
unpledged Dedicated Rate (1.60 percent) and Core Rate base. These numbers increase to $3.3 million in pledged
revenue and $5.5 million in retained revenue by 2018.
Table 4
Annual Summary of Sales Tax Revenue Generated by the Project, 2016 & 2018
As stated, the pledged sales tax revenue serves as the last revenue source to support the issuance of the bond.
Therefore, as the remaining three pledge revenues grow over time the need for pledged sales tax revenue to support
the bonds diminishes to zero. The financial analysis demonstrates this in the estimated cash flow presented in Table
5.
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The bond will likely be issued in 2013 with three years of capitalized interest. Based on forecasts, revenue will first be
available to fund the debt service of the bond in 2015. In 2015, the pledged revenue sources, excluding the sales tax
revenue, will generate approximately $2.1 million towards bond repayment and reserve contributions. The pledged
sales tax revenue will generate an additional $2.5 million. These two revenue sources combined will generate sufficient
revenue (along with capitalized interest) to cover the debt payment and reserve contributions required by the bond.
The pledged revenue sources, excluding the sales tax revenue, will grow to $6.5 million in 2017 largely due to the
delay in property tax valuation and collection. The pledged sales tax revenue is anticipated to grow to $3.2 million.
Together, these revenues will cover the debt payment and the last sizable portion of the supplemental reserve fund
contribution.
Starting in 2018, the pledged revenue sources, excluding sales tax revenue, are anticipated to cover the debt payment
thru the rest of the bond term, which is anticipated to terminate in 2038. As a result, starting in 2018 the pledged sales
tax revenue will not be required to meet debt payments or reserve contributions. These revenues will, according to
the terms of the Agreement, be released back to the City. At that point, the total sales tax revenue retained by the City
will rise to $8.8 million and continue at this rate with 2 percent growth per year. This constitutes a $4.0 million increase
in net new revenues compared to the existing $3.2 million base (both Core and Dedicate Rates) and estimated $1.6
million in transfer. As a result approximately $8.8 million of the pledge sales tax is used between 2013 and 2017 to
support the debt payment and reserve contributions.
Table 5
Anticipated Public Finance Cash Flow, 2015-2019
($ Millions)
FINANCIAL / ECONOMIC IMPACTS
Financial Impact to the City
Net Revenue to the City
The financial analysis evaluated the impact of the sales tax pledge over the full 25 years of the bond term. This
provides a fuller understanding of the impact to the City of the sales tax pledge. The total anticipated sales tax revenue
generated by the Core Rate between 2015 and 2038 is approximately $147 million with $103 million pledged toward
the bond issuance (Transfer and New; shown in yellow), as shown in Table 6. The Dedicated Rate generates
approximately $105 million between 2015 and 2038. The grand total of anticipated sales tax is approximately $252
million.
The estimated new revenue between 2015 and 2038 is approximately $117 million. Subtracting the estimated $8.8
million in tax used to make debt payments and reserve contributions between 2013 and 2017 leaves approximately
$108 million in net new to the City or approximately $4.3 million annually on average.
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Table 6
Summary of Sales Tax Revenue Generated by the Project, 2015-2038
($ Millions)
Sensitivity/Risk Analysis
Staff has evaluated 3 risk scenarios that are summarized in Table 7.
Scenario I – current assumptions on the District bond assume a non-rated issue with a term of 25 years at a 7%
interest rate supported by the four pledged revenues as previously discussed. If the interest rate were to increase to
8%, debt service would increase by $17M and cause an $11M reduction in the Net New City Revenue.
Scenario II – assumes a 10% reduction in sales per square foot (a reduction from the current assumption of $350 sq.
ft. to $315 sq. ft.) and a reduction in assessed property values of 10%. Metro District revenues would decline by $20M,
Remitted Sales Tax Revenue would increase by $6M, and Net New City Revenue would decline by $23M, largely
driven by the reduction in sales tax receipts.
Scenario III – assume a 20% reduction in sales per square foot (a reduction from the current assumption of $350 sq.
ft. to $280 sq. ft.) and no change to assumed property valuations. Metro District revenue would decline by $13M,
Remitted Sales Tax Revenue would increase by $2M, and Net New City Revenue would decline by $35M.
In summary, the most significant risk to the City occurs with from a shortfall in sales per square foot. As previously
stated, staff believe the sales per square foot assumption of $350 is conservative compared with other retail activity
benchmark data.
Table 7
Summary of Sensitivity Analysis
($ Millions)
Economic Impact Analysis Overview
The Project will generate economic impacts during construction and operations. The construction activities, occurring
while the Developer builds and renovates Foothills, will generate one-time impact for construction workers and
businesses in the area. The on-going operations of the redeveloped mall and the occupying tenants will create annual
economic impacts, employing workers in the community and supporting additional economic activity throughout the
region.
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An economic impact analysis prepared by TIP Strategies and ImpactDataSource evaluates the plan to redevelop the
Foothills Mall (Attachment 5). The analysis uses the Project Development Plan as approved by the Planning & Zoning
(P&Z) Board, on February 7, 2013, as the input, assuming a $312 million project investment and 446 multi-family
residential units.
The one-time construction activity will support 2,905 workers in the area and support $160.1 million in new earnings
for these works, as shown in Table 8. The redeveloped mall operations represent the restaurant and retail employment
and earnings supported by tenants at the mall. Currently, mall tenants employ 200-300 workers but employment is
trending lower. It is projected that tenants leasing space in the redeveloped mall will employ a total of 1,200 workers
when fully leased. In total, the mall’s operations will support 1,434 total workers and $28.4 million in workers’ earnings
annually.
Table 8
Summary of One-Time and Annual Economic Impacts
Construction (One-Time) One-Time
Jobs 2,905
Earnings $160,096,057
Average Earnings per Job $55,111
Operations (On-going)** Annual
Jobs 1,434
Earnings $28,375,412
Average Earnings per Job $19,785
In addition to economic impacts, the redevelopment of the mall will generate one-time revenues collected by the City
of Fort Collins. These revenues will be generated by the construction and renovation investment. Specifically, the
redevelopment and construction project will result in sales and use tax collections, capital expansion fees, building
permits and plan check fees. The one-time revenue from Sales and Use Taxes will total approximately $5.1 million
with approximately $4.8 million in construction materials sales and use tax revenue and $197,000 in sales and use
tax from construction worker spending, as shown in Table 9. The total building permit and plan check fees, capital
expansion fees, utility fees, and street oversizing fees will total approximately $12.4 million.
Table 9
Summary of One-Time Fiscal Impacts
Sales and Use Taxes – Construction Materials $4,870,250
Sales and Use Taxes – Construction Worker Spending $197,245
Total Sales & Use Taxes $5,067,495
Building Permit & Plan Check Fees $848,414
Capital Expansion Fees (Less Credits) $3,441,306
Stormwater, Water & Wastewater Fees (Less Credits) $6,332,604
Street Oversizing Fees $1,729,600
Total Permit, Plan Check, and Fees $12,351,924
ENVIRONMENTAL IMPACTS
Triple Bottom Line Analysis
City staff prepared a Triple Bottom Line Analysis Map (TBLAM) for the Foothills Mall Redevelopment Project. The
purpose of looking at major projects through a triple bottom line lens is to identify opportunities and issues in an
unbiased and broad way. The TBLAM is not used to make decisions but rather to identify and work to mitigate issues,
to optimize solutions whenever possible, and to inform decisions. The Mall TBLAM is presented in Attachment 6.
COPY
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May 21, 2013 -13- ITEM 28
The City of Fort Collins is committed to analyzing major projects using a triple bottom line approach. Over the next
several months, the Sustainability Services Area will be working to identify and optimize the set of tools and
approaches to conduct these analyses in conjunction with the development of the community sustainability plan.
Carbon Footprint
A carbon footprint analysis is being completed for the Mall Redevelopment Project at City Council’s request. The
analysis will evaluate the footprint of the proposed redeveloped mall and compare that to the footprint of the existing
mall and to the existing mall if it were operating under thriving conditions. A local sustainability engineering consulting
firm, The Brendle Group, has been retained to prepare the analysis in conjunction with City staff. The footprint analysis
will be reviewed and refined at the May 3, 2013 mall charrette and will be provided to City Council by close of business
on May 3rd under separate cover.
Storm Water Quality
The Foothills Redevelopment is required to meet current storm water standards, which will result in significant
upgrades to the site. Runoff will be captured and treated to remove pollutants and discharged off site at a much slower
rate than the existing condition. The storm water management and treatment facilities will provide significant reductions
in peak rates of runoff from the site seen during all storm events. The reductions will create improvements in the
environment downstream of the site such as reductions in the erosion of channels and improved water quality in rivers
and streams that receive the runoff from the site.
STAFF RECOMMENDATION
Staff recommends adoption of the Resolution.
BOARD / COMMISSION RECOMMENDATION
The Economic Advisory Commission met April 24 and May 1, 2013 and voted 6-1 to recommend the following:
“The Economic Advisory Commission believes that the Foothills Mal redevelopment is an important
part of the Fort Collins City Plan and economic vision. As such, the EAC supports the public finance
assistance package for the Foothills Redevelopment Project as described by City staff. As part iof
this recommendation ,the EAC highly recommends good faith efforts by the City in order to
understand the full revenue and cost implications for, and to collaborate with other taxing entities
based on forthcoming rigorous analysis of the forecasted and eventually actual impacts of
redevelopment.”
PUBLIC OUTREACH
The following lists outreach associated with all URA actions related to Foothills Mall.
Outreach between 2007-2008
• April 4, 2007 written notification to property owners and business interests
• April 6, 2007 published notification in the Coloradoan
• April 11, 2007 public open house
• April 17, 2007 City Council meeting, submitting the Existing Conditions Survey to the Planning and Zoning
Board, Poudre School District, and Larimer County
• April 19, 2007 Planning and Zoning Board meeting
• Written notification to taxing entities
• May 15, 2007 City Council meeting, adopting the Foothills Urban Renewal Plan
• November 18, 2008 City Council meeting, dissolving the Foothills Urban Renewal Plan
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May 21, 2013 -14- ITEM 28
Outreach between 2011-2013
• January 21, 2011 written notification to property owners and business interests
• February 1, 2011 City Council meeting, authorizing staff to prepare an Existing Conditions Survey
• April 20, 2011 public open house
• May 17, 2011 City Council meeting, submitting Existing Conditions Survey to the Planning and Zoning Board,
Poudre School District, and Larimer County
• May 19, 2011 written notifications to taxing entities
• July 12, 2011 written notification to property owners and business interests
• 2011, general outreach was also provided throughout the year to community organizations, such as the South
Fort Collins Business Association and Chamber of Commerce
• September 6, 2011 City Council meeting adopting the Midtown Urban Renewal Plan
• July 18, 2012 written notification to property owners and business interests (Mall area only)
• November 8, 2012 URA Board meeting, adopting an Agreement to Negotiate with mall Owner
• December 12, 2012 written notice to property owners and business interests
• December 12, 2012 published notification in the Coloradoan
• February 28, 2013 City Council meeting, reaffirming the Midtown Existing Conditions Survey and Urban
Renewal Plan
• March 28, 2013 written notice to property owners and business interests regarding the plan amendment
• March 28, 2013 published notification in the Coloradoan regarding the plan amendment
General Outreach on the Financial Investment Package:
• Economic Advisory Meeting, Special Session, April 24, 2013 and May 1, 2013 (See Attachment 8)
• Fort Collins Area Chamber of Commerce, Local Legislative Affairs Committee, April 26, 2013
• Open House for Board and Commission Chairs, April 30, 2013
ATTACHMENTS
1. Memorandum from JPRA Architects RE: Foothills Mall Renovation and Fort Collins Green Code Compliance,
March 13, 2013. (Update under separate cover)
2. Memorandum RE: Recommendations to Enhance Environmental Sustainability of the Foothills Mall
Redevelopment Project, April 23, 2013.
3. Memorandum from Alberta Development Corporation RE: Deconstruction Plan for Foothills Mall
Redevelopment, April 22, 2013
4. Memorandum from Economic & Planning Systems RE: Foothills Redevelopment Sales Forecasts, April 30,
2013.
5. Economic Impact Analysis, Foothills Mall Redevelopment, April 30, 2013
6. Fort Collins Triple Bottom Line Analysis Map, Prepared by City/URA Staff, May 1, 2013
7. Preliminary Pedestrian Crossing Design, April 19, 2013
8. Economic Advisory Commission, Minutes, May 1, 2013
9. South Fort Collins Business Association, Letter of Support,
10. Boards/Commissions Session Summary, April 30, 2013
M EMORANDUM
To: Joshua Birks, Economic Health Director
From: Dan Guimond and Chris Leutzinger
Subject: Foothills Development Sales Forecasts
Date: April 30, 2013
This memorandum summarizes EPS’ sales performance assumptions
used in the public financing model for the proposed Foothills Mall
Development Plan. Retail sales levels are first estimated by store
category. The projected sales performance levels are compared to other
area shopping centers to validate that the assumptions used are
reasonably conservative. The sources of 2015 annual store sales are
then estimated including the recapture of existing leakage by trade area
residents, sales attributable to new trade area growth, and new inflow to
Fort Collins to calculate net new sales to the City.
Sales Performance
The average sales performance by retail store category was derived
through a three step estimation process:
• Existing stores remaining in the project were estimated to increase
their average annual sales by 25 percent over current (2011) levels
based on the greater market attraction of an expanded and fully
leased project.
• Newly signed tenants, as well as other specified tenants on Alberta’s
leasing plan identified as likely to be signed were estimated to
perform at the average national sales level.
• The remaining unleased spaced was estimated to achieve an overall
average of $325 per square foot.
Based on these factors, total annual retail sales are estimated at $229.2
million on 710,979 square feet (734,979 square feet minus 24,000
square foot Foothills Activity Center) which equates to $322 per square
foot. Shopping centers typically calculate their average sales not
including department stores. Excluding Macy’s, average sales rise to
$349 per square foot based on $203.5 million in annual sales on
582,429 square feet as shown in Table 1 on the following page.
ATTACHMENT 2
Joshua Birks April 30, 2013
Foothills Development Sales Forecasts Page 2
123078_Sales Memo_4-30
Table 1
Estimated Annual Sales Foothills Redevelopment
Individual shopping center sales figures are closely held. Private firms such as Alberta
Development Partners do not publish their figures. EPS compiled average sales per square foot
numbers for specified centers from multiple sources including IRS 10-K annual reports for
publicly traded companies and discussions with officials at the major shopping center REITs as
shown in Table 2.
Table 2
Shopping Mall Sales Comparables
Size $ PSF New Sales Existing Sales Net Sales
New Stores Sq. Ft. Avg. $ Total $ Total $ Total
Convenience Goods 45,822 $447 $20,473,806 $6,202,640 $14,271,166
Shopper's Goods
General Merchandise 128,550 $200 $25,710,000 $24,935,261 $774,739
Other Shopper's Goods 314,054 $392 $122,995,686 $64,274,798 $58,720,887
Subtotal 442,604 $336 $148,705,686 $89,210,060 $59,495,626
Eating and Drinking 222,553 $270 $60,016,925 $5,775,707 $54,241,218
Building Material & Garden 0 $0 $0 $0 $0
Total Retail Goods 710,979 $322 $229,196,417 $101,188,406 $128,008,011
Total Excluding Dept. Stores and F 582,429 $349 $203,486,417
Source: Economic & Planning Systems
H:\123078-Fort Collins On-Call Financial Services\Models\Foothills-Alberta\Sales Flow Model\[123078-SalesFlows-TPI_030613.xlsx]Net New Summary (2)
Mall $ PSF Year
EPS estimate for Foothills Mall $349
Colorado Malls
Cherry Creek
1
$721 2012
Park Meadows $650 2011
FlatIron Crossing $548 2012
Twenty Ninth Street (Boulder) $588 2012
ICSC National Mall Average
National Average $365 2009
National Average $386 2010
National Average $417 2011
National Average $455 2012
% Change 2009 - 2012 25%
ICSC Regional Averages
Mountain $534 2012
1 Based on average of Taubman 23 mall portfolio
Source: ICSC; Industry Sources; Economic & Planning Systems
H:\123078-Fort Collins On-Call Financial Services\Data\Foothills\[123078-Mall Sales data_2012.xlsx]Mall Sales
Joshua Birks April 30, 2013
Foothills Development Sales Forecasts Page 3
123078_Sales Memo_4-30
According to ICSC, average national mall sales reached $455 per square foot in 2012. This is up
about 24.7 percent over average sales of $365 per square foot in 2009. In general sales in the
western US are higher than the national averages; the ICSC Mountain Region average was $534
per square foot in 2012.
Locally, Park Meadows sales were $650 per square foot in 2011 which is up 8.9 percent over
2009 sales of $597 per square foot. FlatIron Crossing sales were $548 per square foot, up 36
percent from $403 per square foot in 2009. Twenty Ninth Street, an outdoor lifestyle center in
Boulder, experienced average sales of $588 in 2012, up almost 41 percent from $389 in 2009.
Cherry Creek Mall sales are conservatively estimated at $721 per square foot which is the
average for Taubman’s portfolio of 23 centers nationwide. EPS is therefore comfortable that its
sales estimates are reasonably conservative for purposes of evaluating public financing options.
Sales by Source
EPS also estimated the portion of new annual retail sales (excludes existing store sales) by
source including Leakage Recapture, Sales from New Growth, and New Inflow. The total of these
sources equal net new sales to the City. The remaining portion of sales is assumed to be sales
transfers (Cannibalization) from existing stores.
The expanded Foothills Mall development is projected to generate $229.2 million in sales which is
comprised of $101.2 million in existing store sales and $128.0 in new store sales. These new
store sales are expected to be derived from approximately 27 percent Leakage Recapture, 9
percent New Growth, and 30 percent New Inflow resulting in an estimated 67 percent Net New
Sales or $85.2 million in annual sales. The remaining $42.8 million is estimated to be sales
transfers as shown in Table 3.
Table 3
Estimated Annual Net New Sales Foothills Mall Redevelopment
Net Sales Leakage Capture New Growth New Inflow Net New Cannibalized
New Stores $ Total
% of Net Sales from
Leakage Capture
% of Net
Sales from
New Growth
% of Net
Sales from
New Inflow $ $
Convenience Goods $14,271,166 10% 10% 14% $4,797,014 $9,474,152
Shopper's Goods
General Merchandise $774,739 30% 20% 30% $619,791 $154,948
Other Shopper's Goods $58,720,887 39% 8% 39% $49,912,754 $8,808,133
Subtotal $59,495,626 39% 8% 39% $50,532,545 $8,963,081
Eating and Drinking $54,241,218 20% 10% 25% $29,832,670 $24,408,548
Building Material & Garden $0 0% 0% 0% $0 $0
Total Retail Goods $128,008,011 27% 9% 30% $85,162,230 $42,845,781
% of Net Sales 67% 33%
Source: Economic & Planning Systems
H:\123078-Fort Collins On-Call Financial Services\Models\Foothills-Alberta\Sales Flow Model\[123078-SalesFlows-TPI_030613.xlsx]Net New Summary (2)
Prepared for:
City of Fort Collins
300 LaPorte Avenue
Fort Collins, Colorado 80522
Prepared by:
Impact DataSource, LLC
4709 Cap Rock Drive
Austin, Texas 78735
www.impactdatasource.com
A REPORT OF THE ECONOMIC IMPACT OF THE
FOOTHILLS MALL RENOVATION
IN FORT COLLINS, CO
April 30, 2013
ATTACHMENT 3
TABLE OF CONTENTS
Executive Summary………………………………………………...………………………………………………………………3
Project Summary
Introduction………………………………………………...………………………………………………………………………5
Description of The Project……………………………………………………………………………………………………5
Summary of the Economic Impact of the Project…………………………………………………………………5
Analysis of Temporary Construction Activity
Activities During Renovation and Construction at Foothills Mall………………………………………… 6
Revenues Collected During Renovation and Construction at Foothills Mall…………………………6
Analysis of Worker & New Household Spending
Additional Taxable Sales During Operations…………………………………………………………………………7
Additional Sales Tax Collections During Operations………………………………………………………………7
METHODOLOGY
Conduct of the Analysis……………………………………………………………………………………………………… 8
Discussion of Economic Impact Calculations…………………………………………………………………………8
Page 2
EXECUTIVE SUMMARY
Project Background
Alberta Development Partners plan to significantly renovate the Foothills Mall and develop 460 residential apartment
units on the site. The developer plans to invest $318 million in new renovation and construction including soft costs. The
project is expected to provide a one‐of‐a‐kind shopping, entertainment and community gathering experience featuring
contemporary architecture that honors Fort Collins' vibrant, outdoor‐centric and sustainability‐minded community. The
mall will draw shoppers from across northern Colorado and southern Wyoming, resulting in significant fiscal benefits for
Fort Collins.
Economic Impact
The renovation of Foothills Mall and construction of multi‐family residential units will generate temporary economic
impacts during construction and on‐going impacts by tenants operating in the renovated mall. The construction activities
will generate a one‐time impact for construction workers and businesses in the area. The renovated mall will create
on‐going annual economic impacts, employing workers in the community and supporting additional economic activity
throughout the region.
The one‐time construction activity will support 2,905 workers in the area and support $160.1 million in new earnings for
these workers. The renovated mall operations represent the restaurant and retail employment and earnings supported by
tenants at the mall. Currently, mall tenants employ 200‐300 workers but employment is trending lower. It is projected
that tenants leasing space in the renovated mall will employ a total of 1,200 workers when fully leased. In total, the mall's
operations will support 1,434 total workers and $28.4 million in workers' earnings annually.
Economic Impact
Construction (One‐Time): Total
Total Change in Jobs 2,905
Total Change in Earnings $160,096,057
Average Earnings per Job $55,111
Renovated Mall Operations (On‐going)* Total
Total Change in Jobs 1,434
Total Change in Earnings $28,375,412
Average Earnings per Job $19,784.84
* Total employment and earnings at the mall during the first year of leased‐up activity.
One‐Time Revenues Collected by Fort Collins During Construction/Renovation
The Foothills Mall renovation will generate one‐time fiscal impacts for Fort Collins. Specifically, the renovation and
construction project will result in sales and use tax collections, capital expansion fees, building permits and plan check fees.
The one‐time revenues collected by Fort Collins during construction and renovation related to the Foothills Mall project is
summarized below.
One‐Time Revenues Collected by Fort Collins During Construction/Renovation
Sales and Use Taxes ‐ Construction Materials $4,870,250
Sales and Use Taxes ‐ Construction Worker Spending $197,245
Capital Expansion Fees TBD
Building Permits TBD
Plan Check Fees TBD
Total $5,067,495
Page 3
EXECUTIVE SUMMARY
On‐Going Revenues Collected by Fort Collins as a Result of the Foothills Mall Project
Fort Collins has negotiated a development plan that includes revenue sharing between the City and the developer to help
finance a portion of the project costs using the incremental real and business personal property tax collections at the site
and incremental sales tax collections at the mall over the next 25 years.
In addition, the workers employed directly or indirectly by mall tenants as well as new residential households residing in a
portion of the 460 residential units will generate additional sales tax revenue for Fort Collins on an on‐going basis. An
estimate of the additional sales tax collections generated through worker spending and new household spending is
summarized below.
On‐Going Revenues Collected by Fort Collins
Related to Worker Spending and New Household Spending
Sales and Use Taxes ‐ Worker Spending $146,006
Sales and Use Taxes ‐ New Household Spending $75,355
Total $221,362
While the above is a summary of the results of this analysis, details are on the following pages.
Page 4
PROJECT SUMMARY
Introduction
This report presents the results of an economic impact analysis performed by Impact DataSource, an Austin, Texas based
economic consulting, research and analysis firm. The report estimates some of the impacts associated with the
construction and renovation of the Foothills Mall. The report summarizes the one‐time economic and fiscal benefits
related to the construction and renovation activity. In addition, some new on‐going revenues are estimated related to
worker spending and new household spending.
Description of the Project
Alberta Development Partners plan to significantly renovate the Foothills Mall and develop 460 residential apartment
units on the site. The developer plans to invest $318 million in new renovation and construction including soft costs. The
project is expected to provide a one‐of‐a‐kind shopping, entertainment and community gathering experience featuring
contemporary architecture that honors Fort Collins' vibrant, outdoor‐centric and sustainability‐minded community. The
mall will draw shoppers from across northern Colorado and southern Wyoming, resulting in significant fiscal benefits for
Fort Collins. Fort Collins has negotiated a development plan that includes revenue sharing between the City and the
developer to help finance a portion of the project costs using the incremental real and business personal property tax
collections at the site and incremental sales tax collections at the mall over the next 25 years.
Summary of the Economic Impact of the Project
The project will have the following economic impact on the City of Fort Collins area:
Annual On‐Going Economic Impact
Direct
Indirect &
Induced Total
Total number of permanent direct and indirect jobs to be created 1,200 234 1,434
Salaries to be paid to direct and indirect workers $20,128,536 $8,246,876 $28,375,412
Average Salaries to be paid to direct and indirect workers $16,774 $35,213 $19,785
Number of new residential apartment units to be built in the City as a part of the project 460 0 460
Number of new households who will move to the City (50% of new units) 230 0 230
Number of new residents in the City 575 0 575
Number of new students expected to attend local school district 220 0 220
Summary of Taxable Spending
Total
One‐Time Taxable Sales During Construction $131,623,250
Annual On‐Going Taxable Sales related to Worker and New Household Spending $5,749,650
How this economic activity translates into additional costs and benefits for local taxing districts is summarized
next.
Page 5
ANALYSIS OF TEMPORARY CONSTRUCTION ACTIVITY
Activities During Renovation and Construction at Foothills Mall
The construction activity at the Foothills Mall will result in purchases subject to the use tax in Fort Collins. The projected
use tax collections are summarized below.
Construction Purchases Subject to Use Taxes
Taxable Purchases
Construction Purchases Subject to Use Taxes $126,500,000
Total Construction Expenditures $253,000,000
% Spent on Materials 50%
% Purchases Subject to Use Taxes 100%
Construction Purchases Subject to Use Tax $126,500,000
In addition, a portion of the wages paid to construction workers will likely be spent in Fort Collins and generate additional
sales taxes for the City.
Taxable Spending by Construction Workers
Taxable Retail
Sales
Direct and spin‐off construction worker taxable spending $5,123,250
Total Construction Expenditures $253,000,000
% Spent on Labor (Const. Worker Earnings) 50%
% Spent on taxable items 27%
% Spent within Fort Collins 15%
Taxable Spending by Construction Workers $5,123,250
Revenues Collected During Renovation and Construction at Foothills Mall
Fort Collins will collect use taxes on construction material purchases and on local taxable spending by construction
workers. Also, the construction activity will require capital expansion fees, building permits and plan check fees to be paid
to the city. A summary of the one‐time revenues collected by Fort Collins related to the construction and renovation is
presented below.
One‐Time Revenues Collected by Fort Collins During Construction/Renovation
Sales and Use Taxes ‐ Construction Materials $4,870,250
Sales and Use Taxes ‐ Construction Worker Spending $197,245
Capital Expansion Fees TBD
Building Permits TBD
Plan Check Fees TBD
Total $5,067,495
Page 6
ANALYSIS OF WORKER & NEW HOUSEHOLD SPENDING
Additional Taxable Sales During Operations
While the city and development district have made assumptions about the taxable sales at the mall, the on‐going activity
at the mall will support additional taxable sales in Fort Collins. For example, the direct and spin‐off workers supported by
the mall employers will spend a portion of their earnings on taxable goods and services. A portion of this spending will
occur in Fort Collins outside of the mall area. Also, the new households to Fort Collins will also result in additional taxable
sales. Therefore, the table below summarizes some of the estimated additional taxable sales supported by the mall
renovation and residential construction.
Additional Annual Taxable Spending Supported by Workers and New Households
Taxable Retail
Sales
Direct and spin‐off worker taxable spending $3,792,374
Total Workers' Earnings $28,375,412
% Spent on taxable items 27%
% Spent within Fort Collins 55%
% Spent outside of Mall site 90%
New Household Spending $1,957,276
Number of new Housing Units 460
% of units occupied by net new households* 50%
Average household income in Fort Collins $63,673
% Spent on taxable items 27%
% Spent within Fort Collins 55%
% Spent outside of Mall site 90%
Additional Taxable Retail Sales in Area $5,749,650
* Impact DataSource assumes that 50% of the new residential units will be occupied by new residents to the city
and therefore these households will support additional taxable sales. See the explanation detailed in the
Methodology Section.
In total, workers and new households are projected to support $5.7 million in taxable sales each year after renovation and
construction. These taxable sales have thus far not been considered in the analysis of the project and represent taxable
sales in existing businesses not located at the mall.
Additional Sales Tax Collections During Operations
The additional taxable spending by workers and new households will result in tax revenue for Fort Collins. The table below
summarizes the annual revenue collected by Fort Collins not related to sales at the Foothills Mall site.
On‐Going Revenues Collected by Fort Collins
Related to Worker Spending and New Household Spending
Sales and Use Taxes ‐ Worker Spending $146,006
Sales and Use Taxes ‐ New Household Spending $75,355
Total $221,362
Page 7
METHODOLOGY
Conduct of the Analysis
This analysis was conducted by Impact DataSource using estimates provided to the City of Fort Collins by the firm, local
rates and information and assumptions by Impact DataSource. Using this data, the economic impact from the project and
some revenues to be collected by Fort Collins were estimated.
Discussion of Economic Impact Calculations
The economic impact as calculated in this report can be categorized into two main types of impacts.
1. Direct economic impacts are the immediate economic activities generated by the firm or project.
These impacts include the employment at the firm and salaries paid to the firm's workers as well
as expenditures made by the firm.
2. Indirect and induced economic impacts represent the additional economic activity that is supported
by the firm or project. Indirect jobs and salaries are created in new or existing area firms, such as
maintenance companies and service firms that may supply goods and services to the firm. In
addition, induced jobs and salaries are created in new or existing local businesses, such as retail
stores, gas stations, banks, restaurants, and service companies that may supply goods and services
to new workers and their families.
Note: This report labels the combined indirect and induced impacts as simply "Indirect".
To estimate the indirect and induced economic impact of the firm and its employees on the area, regional
economic multipliers were used. This economic analysis utilized economic impact multipliers obtained an input/output
model produced by from Economic Modeling Specialists Inc. (EMSI). The EMSI multipliers used in this analysis are specific
to Larimer County and various industries.
Two types of regional economic multipliers were used in this analysis: an employment multiplier and an
earnings multiplier. An employment multiplier was used to estimate the number of indirect and induced jobs
created and supported in the area. An earnings multiplier was used to estimate the amount of salaries
to be paid to workers in these new indirect and induced jobs. The multipliers show the estimated number of
indirect and induced jobs created for every one direct job at the firm and the amount of salaries paid to
these workers for every dollar paid to a direct worker at the firm. The multipliers used in this analysis are
listed below:
Industry (NAICS) Earnings Employment
Commercial and Institutional Building Construction (236220) 0.33 0.62
New Multifamily Housing Construction (236116) 0.32 0.50
Family Clothing Stores (448140) 0.41 0.18
Department Stores (except Discount Department Stores) (452111) 0.41 0.22
Motion Picture Theaters (except Drive‐Ins) (512131) 0.49 0.18
Full‐Service Restaurants (722110) 0.41 0.22
Limited‐Service Restaurants (722211) 0.40 0.17
Explanation of New Households in Fort Collins
Residential impact studies often argue that 100% of newly constructed residential units will be occupied by new‐to‐the‐
area households. This argument is based on the assumption that if local household moves into the newly constructed unit,
a household from outside of the area will occupy the unit vacated by the first household. Alternatively, it is argued that it
may be that the new home allows the local area to retain a household that would otherwise move out of the area for lack
of suitable housing. Opposing this view is the argument that employment drives household formation and the impetus
behind new households in the local area is new jobs, not new residential units. Impact DataSource believes that the
supply of housing is an important role in household formation and that the attraction of Fort Collins' quality of life supports
the assumption that 50% of the new residential units will be occupied by new‐to‐the area households.
Page 8
Triple Bottom Line Analysis Map (TBLAM)
Evaluated by:
Adapted from the City of Olympia and Evergreen State College Sustainable Action Map (SAM).
Economic
Notes:
Environmental
Strengths
Limitations
Opportunities
Threats
Project/Decision:
Social
Strengths
Limitations
Opportunities
Threats
Community Municipal
Strengths
Limitations
Opportunities
Threats
Strengths
Limitations
Opportunities
Threats
ATTACHMENT 4
1
Foothills Mall
Redevelopment
Redevelopment and Reimbursement
Agreement
17 December 2013
2
• Objectives:
• Realize Community Vision & Expectations
• Launch a Catalytic Opportunity in Midtown
• Realize a Significant Revenue Opportunity
• Minimize Risk to Balance Sheet, Credit Rating & Revenue
• Challenges
• Build a Competitive Design & Create a Sense of Place
• Resolve Tenant Issues
• Create a Connection with Mason BRT
• Replace the Youth Activity Center
Objectives & Challenges
3
Mall Configuration
4
Additional Related Actions
City Council –
• 1st Reading: Vacating Foothills Parkway Right-of-Way Between
College Avenue and Mathews Street
• 1st Reading: Authorizing the Conveyance of a Permanent Irrigation
Ditch Easement and Right-of-Way to the Larimer County Canal No. 2
• Resolution: Extending the previously adopted Resolution directing
staff to collaborate with Larimer County on TIF impact analysis
Urban Renewal Authority Board –
• Resolution: Approving and Authorizing Execution and Delivery of the
Revised Redevelopment and Reimbursement Agreement
• Resolution: Extending the previously adopted Resolution directing
staff to collaborate with Larimer County on TIF impact analysis
5
Location of ROW Vacation & Ditch Easement
1st
Reading: Vacating
Foothills Parkway Right-of-
Way Between College
Avenue and Mathews
Street
1st
Reading: Authorizing
the Conveyance of a
Permanent Irrigation Ditch
Easement and Right-of-
Way to the Larimer County
Canal No. 2
6
Planning Process
• November 14st
Foothills Redevelopment Overall Development Plan Planning & Zoning
Board hearing.
• November 21st
Foothills Redevelopment Phase One Planning & Zoning Board hearing.
• December 6th
Phase One Final Plan administratively approved and recorded.
• December 12th
Foothills Redevelopment Phase Two Major Amendment Planning &
Zoning Board hearing.
• December 23rd
Building Permit for Phase One
• January 22nd
Phase Two Final Plan administratively approved and recorded.
7
Summary of Changes
• Change in Mall Configuration
• Commercial square footage down by 10%
• Grand opening delayed approximately 1 year – phased opening
• P&Z reviews and approval scheduled
• Financial Incentive Deal is Unchanged
• $53M Public Improvements
• Maintained cap on maximum bond payments at $180M
• Financial Return to the City Equal To / Slightly Better
• Sales per square foot increased based on known tenant mix
• Net new sales tax (net of remittance to support bonds)
• Flat at $108M - $111M – excluding additional transfer sales
• Increased slightly to $114M - $117M including additional transfer
8
Foothill Mall Project Summary Comparison
City Sales Tax Remittance Between $9 & $12 Depending on Rates…..
Net New Sales Tax Revenue $108 to $117 (Rates & Transfer)
GLA 711K + 24K 641K + 18K
Sales Per Sq Ft $350 $378 Same
Total Cost Retail Project $237 $231
Open Assumption Nov ’14 Phases ‘14-’15
Bonds at Par Value $ 73 $ 71 $ 72
Cum Bond Payments $165 $158 $163
Metro District Revenue $170 $151 $151
Dedicated Sales Tax Rev $105 $106 $106
GF Sales Tax Revenue $147 $149 $149
Estimated City ST Remitted $ 8.8 $9.0 $12.0
Net New ST Revenue $108 $117 $114
Net New without Addtl Transfer $111 $108
May 7th Dec 17th
@7.00% Bond
($ millions – Except Sales per Square Foot)
Dec 17th
@7.25% Bond
9
Public Improvement Costs
No Change to Public Improvement Costs
($ millions)
Blight Removal
Infrastructure
City
Infrastructure
Total
Public
Land Acquisition $ 5.5 $ 5.5
Parking Structure 9.6 9.6
Deconstruction / Abatement 3.9 3.9
Fixture & Amenities 1.4 1.4
Ditch Relocation 2.8 2.8
Site Work 12.9 12.9
Utilities 4.5 4.5
Soft Costs 4.6 4.6
Foothills Activity Center 4.8 4.8
Pedestrian Crossing / Culvert 3.0 3.0
TOTAL $ 45.2 $ 7.8 $ 53.0
10
Bond Details
• Bond Issue Spring of 2014 $71M $72M
less Capitalized Interest 8M 9M
less Reserve Fund 7M 7M
less Issuance Cost 3M 3M
• Net Proceeds $53M $53M
• Additional Supplemental Reserve of $7.1M - $7.2M from Pledged
Revenue
• Senior Lien on Pledged Revenue in order of seniority:
• Metro District 50 mills of property tax
• URA Property Tax Increment
• Developer 1% Public Improvement Fee (PIF)
• City Sales Tax Revenue Pledge on 2.25% Core rate
Slight Reduction in Bond Par Value…
Anticipate 7% - 7.25% Interest Rate…
No Change to the Seniority of Pledged Revenue
7.Bond00% Bond 7.25%
11
$0
$2,000,000
$4,000,000
$6,000,000
$8,000,000
$10,000,000
$12,000,000
$14,000,000
3.85% Sales Tax (Baseline) 3.85% Sales Tax (Transfer) Annual Remit of Sales Tax 3.85% Sales Tax (New)
Sales Tax by Year Summary
$117M
$76M
$53M
ß$9M
$255M Cumulative Sales
Tax Generated by Mall
12
Risk Analysis
1% increase in bond rate results in $17M reduction in Net New City Revenue.
A Rate Increase Or Sales Decline Are The Two Significant Risks
($ millions)
Note: 2012 Sales per Square Foot at Foothills = $185 sq ft
Assumptions May 7th Dec 17th Dec 17th Dec 17th Dec 17th
Sales per square foot $350 Sq Ft $378 Sq Ft $378 Sq Ft $378 Sq Ft $340 Sq Ft
Property Tax Estimate Value Estimate Value Estimate Value Estimate Value Estimate Value
Cum Bond Pmts & Supp Res $165 $159 $163 $177 $177
Risk Sensitivity
Metro Revenue 170 151 151 151 145
Remitted Sales Tax Revenue 9 9 12 26 32
Net New City Revenue $ 108 $ 117 $ 114 $ 100 $ 76
8% Interest
-10% Sales Adj
7%Interest Interest 7%
Base Case
7.25% Interest 8% Interest
13
Redevelopment Agreement
• Critical Dates and Elements included in Agreement:
• Major Amendment to PDP consistent with Feb 2013 approved PDP
• All commitments of May 7th
within Exhibit C
• Bonds Issued by June 30th
2014
• Bonds mature no later than 25 years from issuance
• URA pledged sales & property tax ends in 2038 or when bonds are paid off
• Public Improvement Fee ends when Bonds are paid off
• Residential Construction
• 200 units completed by Dec 2016, 246 by Dec 2018
• If not completed, Developer pays 50% of lost revenue starting 2020
14
Summary of Changes
• Change in Mall Configuration
• Commercial square footage down by 10%
• Grand opening delayed approximately 1 year – phased opening
• P&Z reviews and approval scheduled
• Financial Incentive Deal is Unchanged
• $53M Public Improvements
• Maintained cap on maximum bond payments at $180M
• Financial Return to the City Equal To / Slightly Better
• Sales per square foot increased based on known tenant mix
• Net new sales tax (net of remittance to support bonds)
• Flat at $108M - $111M – excluding additional transfer sales
• Increased slightly to $114M - $117M including additional transfer
15
Back-Up
16
Foothills Activity Center
Less Retail
Eliminate Entrance
No D&B Above Theater
Reconfigure Shops
Along College
Acquire & More Retail
More Retail
More Retail
17
Project Assumptions
• Project Timing
• Mall except Sears
– Ground breaking June 2013
– Completion Nov 2014
• Sears & Residential – Summer 2015
• Economics:
• Annual Sales per square foot - $350
• Occupancy – 80% 2015, 95% thereafter
• Growth – 2% year sales,
1% year property assessed value
• Project Costs - $319M:
• Mall - $237M
• Residential 446 units - $82M
• Public Improvement Costs - $53M
• Blight Removal & Infrastructure - $45M
• Public Benefits - $8M
Mall Open for 2014 Holidays, Fully
Completed by Summer 2015…
Total Cost $319M Including $53M of
Public Improvement Costs
May 7th
Dec 17th
• Project Timing
• Mall
– Ground breaking Winter 2013
– Partial Completion Spring 2015
• Majority completed Winter 2015
• Economics:
• Annual Sales per square foot - $378
• Occupancy – 50-75% 2015, 95% 2016
• Growth – 2% year sales,
1% year property assessed value
• Project Costs - $313M:
• Mall - $231M
• Residential 446 units - $82M
• Public Improvement Costs - $53M
• Blight Removal & Infrastructure - $45M
• Public Benefits - $8M
Partial Mall Open in Spring 2015,
Majority Completed Winter 2015.
Total Cost $313M Including $53M of
Public Improvement Costs
18
Mall Financing
7% Bond Including Dedicated Taxes
19
Metro District Funding
• Metro District Revenue:
• Releases Sales Tax Share if Metro District revenue covers debt
• PIF expires when bonds paid off
• Remaining excess assigned to a Foothills Mall Fund
•
Metro District Assigned 3 Revenue Sources….
Property Tax, Public Improvement Fee, Property Tax Increment
($ millions)
May 7th Dec 17th
Cumulative
Metro District Revenue 25 Years
District Property Tax $ 50.0 $ 2.1
Sales PIF 64.7 2.3
URA Property Tax Increment 55.2 2.3
Metro District Funding $ 169.9 $ 6.7
Today's Value $ 62.5
Annual
Funding 2020
25 Years
$ 43.1 $ 1.8
65.6 2.4
42.7 1.9
$ 151.4 $ 6.1
$ 55.3
Cumulative
Funding
Annual
Funding 2020
20
Sales Tax Revenue
Total of Sales Tax Revenue Expected over 25 years $252M………………….$255M
Annual Sales Tax Revenue in the First Full Year $8.4M………………….$8.7M
Base = existing revenue from the existing mall
Transfer = revenue from other areas of the city that will transfer to the mall
New = net new revenue associated with the redeveloped mall
($ millions)
May 7th
Dec 17th
Cumulative
City Sales Tax Revenue 25 Years First Full Year
Dedicated Base / Transfer / New $ 104.6 $ 3.5
Core Base 44.4 1.8
Core Transfer & New 102.7 3.1
City Sales Tax $ 251.7 $ 8.4
Today's Value $ 94.7
Annual
Funding 2016
25 Years First Full Year
$ 106.0 $ 3.6
44.5 1.8
104.6 3.3
$ 255.1 $ 8.7
$ 94.8
Cumulative
Funding
Annual
Funding 2016
21
Base Transfer New
44 31 74 $ 149
32 22 52 $ 106
$ 76 $ 53 $ 126 $ 255
Sales Tax over 25 years
New and Pledged Sales Tax Revenue
May 7th = $108M of Net New Sales Tax Revenue Anticipated
Dec 17th = $117M of Net New Sales Tax Revenue Anticipated
($ millions)
Base Transfer New
Core Tax - 2.25% 44 35 68 $ 147
Dedicated Tax 1.6% 32 24 49 $ 105
$ 76 $ 59 $ 117 $ 252
Sales Tax over 25 years
Remitted Revenue: $9M $9M
Sales Tax Revenue retained by the City = $149M $151M
Sales Tax Revenue pledged towards debt service = $103M $105M
May 7th New City Dec 17th
Revenue
22
($ millions) City Sales Tax Revenue – First 5 Years
+
+
=
=
YEAR
2012 - 4.8
2015 2.1 2.5 4.6 - 5.0 5.0
2016 2.3 3.1 5.4 - 5.3 5.3
2017 6.5 3.2 9.7 - 5.4 5.4
2018 6.5 3.3 6.0 3.3 5.5 8.8
2019 6.7 3.4 5.7 3.4 5.6 9.0
City Sales
Tax
Revenue
Metro
District
Revenue
Pledged
Sales Tax
Increment
Bond
Payments
& Reserve
Sales Tax
Returned
to City
Base &
Dedicated
Sales Tax
Sales Tax Revenue in 2016 Exceeds 2012 Current Revenue.
City Net New Sales Tax Revenue Exceeds May 7th
Estimate.
+
+
=
=
May 7th
YEAR
2012 - 4.8
2015 1.8 0.8 2.7 - 3.8 3.8
2016 2.4 3.2 5.6 - 5.5 5.5
2017 4.9 3.3 8.1 0.2 5.5 5.7
2018 5.5 3.4 5.3 3.4 5.6 9.0
2019 5.5 3.5 5.4 3.5 5.7 9.2
City Sales
Tax
Revenue
Metro
District
Revenue
Pledged
Sales Tax
Increment
Bond
Payments
& Reserve
Sales Tax
Returned
23
($ millions) Sales Tax Revenue
Illustration of Revenue Retained by the City and Revenue Pledged
Sales Tax Revenue retained by the City
Sales Tax Revenue pledged towards debt service
Base Transfer New
Core Tax - 2.25% 1.8 1.0 2.1 $ 4.9
Dedicated Tax 1.6% 1.3 0.7 1.5 $ 3.5
$ 3.1 $ 1.7 $ 3.6 $ 8.4
Base Transfer New
Core Tax - 2.25% 1.8 1.1 2.2 $ 5.1
Dedicated Tax 1.6% 1.3 0.8 1.6 $ 3.7
$ 3.1 $ 1.9 $ 3.8 $ 8.8
Sales Tax in 2016
Sales Tax in 2018
May 7th
Base Transfer New
1.8 1.0 2.3 $ 5.1
1.3 0.7 1.6 $ 3.6
$ 3.1 $ 1.7 $ 3.9 $ 8.6
Base Transfer New
1.8 1.0 2.4 $ 5.3
1.3 0.7 1.7 $ 3.8
$ 3.2 $ 1.8 $ 4.2 $ 9.1
Sales Tax in 2016
Sales Tax in 2018
Dec 17th
24
Mall Financing
7% Bond Excluding Dedicated Taxes
25
Foothill Mall Project Summary Comparison
City Sales Tax Remittance Between $9 & $12 Depending on Rates…..
Net New Sales Tax Revenue Increase from $69 to $71 - $74
GLA 711K + 24K 637K + 18K
Sales Per Sq Ft $350 $378 Same
Total Cost Retail Project $237 $231
Open Assumption Nov ’14 Phases ‘14-’15
Bonds at Par Value $ 73 $ 71 $ 72
Cum Bond Payments $165 $158 $163
Metro District Revenue $170 $151 $151
Dedicated Sales Tax Rev $ 22 $ 22 $ 22
GF Sales Tax Revenue $147 $149 $149
Estimated City ST Remitted $8.8 $9.0 $12.0
Net New ST Revenue $69 $74 $71
May 7th Dec 17th
($ millions – Except Sales per Square Foot)
Dec 17th
@7.25% Bond
Excluding Dedicated Taxes
26
Sales Tax Revenue
Total of Sales Tax Revenue Expected over 25 years $169M………………….$171M
Annual Sales Tax Revenue in the First Full Year $7.3M………………….$7.6M
Base = existing revenue from the existing mall
Transfer = revenue from other areas of the city that will transfer to the mall
New = net new revenue associated with the redeveloped mall
($ millions)
May 7th
Dec 17th
25 Years First Full Year
$ 21.7 $ 2.5
44.5 1.9
104.6 3.2
$ 170.8 $ 7.6
$ 55.4
Cumulative
Funding
Annual
Funding 2016
City Sales Tax Revenue 25 Years First Full Year
Dedicated Base / Transfer / New $ 22.3 $ 2.4
Core Base 44.4 1.8
Core Transfer & New 102.7 3.1
City Sales Tax $ 169.4 $ 7.3
Today's Value $ 69.1
Cumulative
Funding
Annual
Funding 2016
Excluding Dedicated Taxes
27
Base Transfer New
45 31 74 $ 149
8 4 10 $ 22
$ 52 $ 35 $ 83 $ 171
Sales Tax over 25 years
New and Pledged Sales Tax Revenue
May 7th = $69M of Net New Sales Tax Revenue Anticipated
Dec 17th = $74M of Net New Sales Tax Revenue Anticipated
($ millions)
Remitted Revenue: $9M $9M
Sales Tax Revenue retained by the City = $67M $67M
Sales Tax Revenue pledged towards debt service= $103M $105M
May 7th Dec 17th
New City Revenue
Base Transfer New
Core Tax - 2.25% 44 35 68 $ 147
Dedicated Tax 1.6% 8 5 10 $ 23
$ 52 $ 40 $ 78 $ 170
Sales Tax over 25 years
Excluding Dedicated Taxes
28
($ millions) Risk Analysis
Note: 2012 Sales per Square Foot at Foothills = $185 sq ft
Excluding Dedicated Taxes
Assumptions May 7th Dec 17th Dec 17th Dec 17th Dec 17th
Sales per square foot $350 Sq Ft $378 Sq Ft $378 Sq Ft $378 Sq Ft $340 Sq Ft
Property Tax Estimate Value Estimate Value Estimate Value Estimate Value Estimate Value
Cum Bond Pmts & Supp Res $165 $159 $163 $177 $177
Risk Sensitivity
Metro Revenue 170 151 151 151 145
Remitted Sales Tax Revenue 9 9 12 26 32
Net New City Revenue $ 69 $ 74 $ 71 $ 58 $ 39
7% Interest 8% Interest
Case
8% Interest
-10% Sales Adj
7% Interest
Base Case
7.25% Interest
1% increase in bond rate results in $17M reduction in Net New City Revenue.
A Rate Increase Or Sales Decline Are The Two Significant Risks
29
($ millions) City Sales Tax Revenue – First 5 Years
+
+
=
=
Sales Tax Revenue in 2018 Exceeds 2012 Current Revenue.
City Net New Sales Tax Revenue Exceeds May 7th
Estimate.
+
+
=
=
YEAR
2012 - 4.8
2015 2.1 2.5 4.6 - 5.0 5.0
2016 2.3 3.1 5.4 - 4.3 4.3
2017 6.5 3.2 9.7 - 4.3 4.3
2018 6.5 3.3 6.0 3.3 4.4 7.7
2019 6.7 3.4 5.7 3.4 4.4 7.8
City Sales
Tax
Revenue
Metro
District
Revenue
Pledged
Sales Tax
Increment
Bond
Payments
& Reserve
Sales Tax
Returned
to City
Base &
Dedicated
Sales Tax
May 7th
YEAR
2012 - 4.8
2015 1.8 0.8 2.7 - 3.8 3.8
2016 2.4 3.2 5.6 - 4.3 4.3
2017 4.9 3.3 8.1 0.2 4.4 4.6
2018 5.5 3.4 5.3 3.4 4.4 7.8
2019 5.5 3.5 5.4 3.5 4.5 8.0
City Sales
Tax
Revenue
Metro
District
Revenue
Pledged
Sales Tax
Increment
Bond
Payments
& Reserve
Sales Tax
Returned
30
May 7th
($ millions) Sales Tax Revenue
Illustration of Revenue Retained by the City and Revenue Pledged
Sales Tax Revenue retained by the City
Sales Tax Revenue pledged towards debt service
Dec 17th
Base Transfer New
Core Tax - 2.25% 1.8 1.0 2.1 $ 4.9
Dedicated Tax 1.6% 0.9 0.5 1.0 $ 2.4
$ 2.7 $ 1.5 $ 3.1 $ 7.3
Base Transfer New
Core Tax - 2.25% 1.8 1.1 2.2 $ 5.1
Dedicated Tax 1.6% 0.9 0.5 1.1 $ 2.5
$ 2.7 $ 1.6 $ 3.3 $ 7.6
Sales Tax in 2016
Sales Tax in 2018
Base Transfer New
1.8 1.0 2.3 $ 5.1
0.9 0.5 1.1 $ 2.5
$ 2.7 $ 1.5 $ 3.4 $ 7.6
Base Transfer New
1.8 1.0 2.4 $ 5.2
0.9 0.5 1.2 $ 2.6
$ 2.7 $ 1.5 $ 3.6 $ 7.8
Sales Tax in 2016
Sales Tax in 2018
Excluding Dedicated Taxes
31
Mall Financing
7.25% Bond Including Dedicated Taxes
32
Base Transfer New
44 31 74 $ 149
32 22 52 $ 106
$ 76 $ 53 $ 126 $ 255
Sales Tax over 25 years
New and Pledged Sales Tax Revenue
May 7th = $108M of Net New Sales Tax Revenue Anticipated
Dec 17th = $114M of Net New Sales Tax Revenue Anticipated
($ millions)
Base Transfer New
Core Tax - 2.25% 44 35 68 $ 147
Dedicated Tax 1.6% 32 24 49 $ 105
$ 76 $ 59 $ 117 $ 252
Sales Tax over 25 years
Remitted Revenue: $9M $12M
Sales Tax Revenue retained by the City = $149M $151M
Sales Tax Revenue pledged towards debt service = $103M $105M
May 7th New City Dec 17th
Revenue
7.25% Scenario
33
($ millions) Sales Tax Revenue
Illustration of Revenue Retained by the City and Revenue Pledged
Sales Tax Revenue retained by the City
Sales Tax Revenue pledged towards debt service
Base Transfer New
Core Tax - 2.25% 1.8 1.0 2.1 $ 4.9
Dedicated Tax 1.6% 1.3 0.7 1.5 $ 3.5
$ 3.1 $ 1.7 $ 3.6 $ 8.4
Base Transfer New
Core Tax - 2.25% 1.8 1.1 2.2 $ 5.1
Dedicated Tax 1.6% 1.3 0.8 1.6 $ 3.7
$ 3.1 $ 1.9 $ 3.8 $ 8.8
Sales Tax in 2016
Sales Tax in 2018
May 7th
Dec 17th
7.25% Scenario
Base Transfer New
1.8 0.9 2.3 $ 5.1
1.3 0.7 1.6 $ 3.6
$ 3.2 $ 1.6 $ 3.9 $ 8.7
Base Transfer New
1.8 1.0 2.4 $ 5.3
1.3 0.7 1.7 $ 3.7
$ 3.2 $ 1.7 $ 4.1 $ 9.0
Sales Tax in 2016
Sales Tax in 2018
34
Mall Financing
7.25% Bond Excluding Dedicated Taxes
35
Base Transfer New
44 31 74 $ 149
8 4 10 $ 22
$ 52 $ 35 $ 83 $ 171
Sales Tax over 25 years
New and Pledged Sales Tax Revenue
May 7th = $69M of Net New Sales Tax Revenue Anticipated
Dec 17th = $71M of Net New Sales Tax Revenue Anticipated
($ millions)
Remitted Revenue: $9M $12M
Sales Tax Revenue retained by the City = $67M $66M
Sales Tax Revenue pledged towards debt service= $103M $105M
May 7th New City Revenue Dec 17th
Base Transfer New
Core Tax - 2.25% 44 35 68 $ 147
Dedicated Tax 1.6% 8 5 10 $ 23
$ 52 $ 40 $ 78 $ 170
Sales Tax over 25 years
Excluding Dedicated Taxes
7.25% Scenario
- 1 -
RESOLUTION 2013-109
OF THE CITY OF FORT COLLINS
APPROVING AN UPDATED REDEVELOPMENT AND REIMBURSEMENT AGREEMENT
WITH THE FORT COLLINS URBAN RENEWAL AUTHORITY,
WALTON FOOTHILLS HOLDINGS VI, L.L.C., AND THE
FOOTHILLS METROPOLITAN DISTRICT
REGARDING THE REDEVELOPMENT OF FOOTHILLS MALL
WHEREAS, at its regular meeting convened on May 7, 2013, the City Council adopted
Resolution 2013-042, approving a Redevelopment and Reimbursement Agreement with the Fort
Collins Urban Renewal Authority, Walton Foothills Holdings VI, L.L.C. (the “Developer”), and
the Foothills Metropolitan District (the “District”) regarding the redevelopment of Foothills Mall
(the “Agreement”); and
WHEREAS, following the adoption of Resolution 2013-042, final planning and analysis,
and ongoing work to carry out the Foothills Mall redevelopment project (the “Mall Project”) that
is the subject matter of the Agreement have resulted in further negotiations between the parties to
the Agreement regarding project details and schedule; and
WHEREAS, in addition to a change in the total square footage of the buildings to be
constructed as part of the Mall Project and an adjustment to the schedule to reflect the delayed
start of construction of the Mall Project, details related to the Foothills Activity Center and
portions of the Project fronting on College Avenue have been more fully developed and agreed
upon by the parties to the Agreement; and
WHEREAS, in light of these developments, the parties have negotiated certain
modifications to the Agreement; and
WHEREAS, these updated terms and conditions are incorporated into the Redevelopment
and Reimbursement Agreement attached hereto as Exhibit “A” and incorporated herein by this
reference (the “Updated Agreement”); and
WHEREAS, the City Council has determined that it is in the best interests of the City and
its citizens to provide financial assistance to the Mall Project in order to remedy blighted
conditions within and around the Mall pursuant to the Midtown Urban Renewal Plan, using
certain property and sales tax increment revenues in accordance with the Act, together with
certain available revenues of the District and the Developer, to provide a catalyst for
redevelopment in the Midtown Urban Renewal Area, to increase sales tax revenues and job
opportunities, and to provide other economic and social benefits to the City and surrounding
community; and
WHEREAS, on September 4, 2012, the City Council adopted Resolution 2012-084,
approving a Service Plan for Foothills Metropolitan District (the “District”), the boundaries of
which are wholly within the corporate limits of the City; and
- 2 -
WHEREAS, the District was organized by Order and Decree Organizing District issued
on November 30, 2012, and recorded on January 10, 2013; and
WHEREAS, at its regular meeting convened on May 7, 2013, the City Council adopted
Resolution 2013-044, approving an Amended Service Plan for the Foothills Metropolitan
District, which Amended Service Plan was to include as an exhibit and to incorporate by
reference the final executed Redevelopment and Reimbursement Agreement by and between the
City, the Authority, the District and the Developer; and
WHEREAS, the final completion of the Amended Service Plan as so approved requires
the inclusion of the Redevelopment and Reimbursement Agreement as an exhibit; and
WHEREAS, the recitals described in Resolution 2014-042, except as superseded by the
terms of this Resolution, are incorporated herein by this reference; and
WHEREAS, in light of the foregoing, the City Council desires to approve the Updated
Agreement, and authorize certain related actions.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
FORT COLLINS, as follows:
Section 1. Ratification and Approval of Prior Actions. All action heretofore taken
(not inconsistent with the provisions of this Resolution) by the City Council or the officers,
agents or employees of the City Council or the City relating to the Mall 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, and in accordance with the foregoing recitals, that adopting this Resolution,
providing the specified assistance for the Mall Project, and entering into the Updated Agreement
and performing all obligations set forth therein, 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 remedying blighted conditions within and around the Foothills Mall
pursuant to the Midtown Urban Renewal Plan, providing a catalyst for redevelopment in the
Midtown Urban Renewal Area, increasing sales tax revenues and job opportunities, and
providing other economic and social benefits to the City and surrounding community, and the
City Council hereby authorizes and approves the same.
Section 3. Approval of Updated Agreement. The Updated Agreement, in
substantially the form attached hereto as Exhibit “A”, is in all respects approved, authorized and
confirmed.
Section 4. Authorization to Execute. The Mayor of the City is hereby authorized and
directed to execute and deliver the Updated Agreement, for and on behalf of the City, in
substantially the form and with substantially the same content as attached, provided that the
- 3 -
approval hereby given to the Updated Agreement includes an approval of such additional details
therein, deletions therefrom, or additions thereto as the City Manager, in consultation with the
City Attorney, determines to be necessary and appropriate for its completion, or desirable to
protect the interests of the City. The execution of the Updated Agreement by the Mayor shall be
conclusive evidence of the approval by the City Council of the same in accordance with the
terms hereof and thereof.
Section 5. Updated Agreement Incorporated in District Service Plan. It is the intent
of the City Council that the Updated Agreement, as approved hereunder, shall, upon final
preparation and signing, be attached to the Amended Service Plan of the District, in substantial
performance of the terms of Resolution 2013-044.
Section 6. 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 Resolution and to place the seal of the City on any document authorized and approved by
this Resolution. 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 Resolution. 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 7. Severability. If any section, subsection, paragraph, clause or provision of
this Resolution or the Agreement 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 Resolution
or the Agreement, the intent being that the same are severable.
Section 8. Repealer. All prior resolutions, or parts thereof, inconsistent herewith are
hereby repealed to the extent of such inconsistency.
Section 9. Effectiveness. This Resolution shall take effect immediately upon its
passage.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this
17th day of December, A.D. 2013.
_________________________________
Mayor
ATTEST:
_____________________________
City Clerk
REDEVELOPMENT AND REIMBURSEMENT AGREEMENT
THIS REDEVELOPMENT AND REIMBURSEMENT AGREEMENT (the
“Agreement”) dated as of December __, 2013, is made by and among the FORT COLLINS
URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado (the
“Authority”), WALTON FOOTHILLS HOLDINGS VI, L.L.C., a Delaware limited liability
company (the “Developer”), the CITY OF FORT COLLINS, COLORADO, a municipal
corporation (the “City”), and FOOTHILLS METROPOLITAN DISTRICT, a quasi-municipal
corporation organized and existing in accordance with Title 32, Article 1, C.R.S. (the “District”).
The Authority, the Developer, the City and the District are sometimes collectively called the
“Parties,” and individually, a “Party.”
RECITALS
All capitalized terms used, but not defined, in these Recitals, have the meanings ascribed to
them in this Agreement. The Recitals are incorporated to this Agreement as though fully set forth
in the body of this Agreement.
WHEREAS, Developer or District owns or has the right to construct improvements on the
real property described in Exhibit A, which is known as the Foothills Mall (the “Property”) and
desires to redevelop the Property. Developer has submitted a proposal to the Authority and the
City to redevelop the Property by constructing no fewer than 655,000 square feet of commercial
development and up to 800 multifamily residential units, together with related amenities and uses
on the Property (the “Project”).
WHEREAS, the Authority is carrying out the Midtown Urban Renewal Plan approved by
the City Council on September 6, 2011, as amended on May 8, 2013 (the “Urban Renewal
Plan”), which includes the Property, by entering into this Agreement with the City, the District
and the Developer to implement the Project in the manner described herein. The District is
expected to provide services and facilities to assist the Authority in carrying out the Urban
Renewal Plan.
WHEREAS, the Authority has selected the Developer for exclusive negotiations based on
the proposal submitted to the Authority and pursuant to that certain Agreement to Negotiate, dated
as of November 16, 2012, by and between the Authority and Developer (the “Agreement to
Negotiate”).
WHEREAS, the City has determined that it is in the best interests of the City and its
inhabitants to assist in the redevelopment of the Property in order to remedy blighted conditions
within and around the Property pursuant to the Urban Renewal Plan, as hereinafter set forth, and to
provide a catalyst for development, increase sales tax revenues and job opportunities, and provide
other economic and social benefits to the City.
WHEREAS, the District was organized by Order and Decree Creating District issued on
November 30, 2012, and recorded on January 10, 2013. The City approved the original Service
EXHIBIT A TO RESOLUTION
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Plan of the District on September 4, 2012, as amended and restated pursuant to City Council
approval on May 8, 2013.
WHEREAS, the Parties have agreed to enter into this Agreement for the redevelopment of
the Property in accordance with the Urban Renewal Plan, the Act (defined hereinafter), the
description of the Project as set forth herein, and the Development Approvals.
WHEREAS, the District was organized for the purpose of, inter alia, issuing the District
Bonds (defined hereinafter), the proceeds of which are intended to pay or reimburse the costs of
the Eligible Improvements and to pay Costs of Issuance (defined hereinafter).
NOW THEREFORE, in consideration of the mutual covenants and promises of the Parties
contained in this Agreement, and other valuable consideration, the receipt and adequacy of which
are acknowledged, the Parties agree to the terms and conditions in this Agreement.
AGREEMENT
1. DEFINITIONS. In this Agreement, unless a different meaning clearly appears from the
context, capitalized terms mean:
“Act” means the Colorado Urban Renewal Law, Part 1 of Article 25 of Title 31 of the
Colorado Revised Statutes.
“Add-On PIF” means the public improvement fee in the amount of 1.00% as set forth in
the PIF Covenant, which will be collected in accordance with the terms of the PIF Covenant, and
will be imposed on retail sales that are occurring on the Property that are subject to the City’s Sales
Tax, subject to the terms and provisions of this Agreement.
“Add-On PIF Revenues” means the revenues generated by the Add-On PIF. The full
amount of the Add-On PIF will remain pledged to payment of the District Bonds for so long as
such District Bonds are outstanding.
“Agreement” means this Redevelopment and Reimbursement Agreement, as it may be
amended or supplemented in writing. References to sections or exhibits are to this Agreement
unless otherwise qualified. All exhibits are incorporated into and made a part of this Agreement.
“Agreement to Negotiate” means the Agreement to Negotiate between the Authority and
the Developer dated as of November 16, 2012.
“Authority” means the Fort Collins Urban Renewal Authority, a body corporate and
politic of the State of Colorado which has been duly created, organized, established and authorized
by the City to transact business and exercise its powers as an urban renewal authority, all under and
pursuant to the Act, and its successors and assigns.
“Authority Administrative Fee” means a fee up to a maximum of 1.5% of the gross
property tax increment revenue received by the Authority from the Larimer County Treasurer each
year, which fee includes all amounts required to pay collection, enforcement, disbursement, and
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administrative fees and costs required to carry out the Urban Renewal Plan, including, without
limitation, collection and disbursement of the Pledged Property Tax Increment Revenue.
“Authority Pledged Revenues” means, collectively, the Pledged Property Tax Increment
Revenues and the Pledged Sales Tax Increment Revenues.
“Cap Amount” means an amount equal to $53,000,000 (Fifty-Three Million US Dollars),
which is the maximum amount of Eligible Costs that shall be paid from the net proceeds of the
District Bonds.
“City” means the City of Fort Collins, Colorado, a home rule municipal corporation.
“City Manager” means the City Manager of the City.
“Commence Construction” or “Commencement of Construction” means the
commencement by the District or the Developer of actual physical work, including, but not limited
to, deconstruction, demolition, site grading, and construction, on the Property as required to carry
out the Project.
“Complete Construction” or “Completion of Construction” means:
(a) With respect to the public improvements, construction acceptance in
accordance with the City Requirements, applicable laws, ordinances, and regulations of the City,
the District, and any other governmental entity or public utility with jurisdiction, subject to any
applicable conditions of maintenance and warranty, including;
(b) With respect to any specifically identified portion of the Project, the
issuance of a certificate of occupancy by the City so that the portion of the Project described in
such certificate may open for permanent occupancy and utilization for its intended purposes; or
(c) With respect to the Project, the completion of all Eligible Improvements
and the issuance of a certificate of occupancy by the City so that no less than ninety-five percent
(95%) of the leasable area within the Project may open for permanent occupancy and utilization
for its intended purposes.
“Costs of Issuance” means the reasonable and necessary costs incurred in connection with
the issuance of the District Bonds, including, without limitation, reserve funds, capitalized interest,
underwriter’s compensation, financial consultant fees, fees and expenses of bond counsel, counsel
to the underwriter, counsel to the District, fees and third party out-of-pocket expenses of the City,
including but not limited to counsel to, and economic analysis and financial consulting services
for, the City, fees and third party out-of-pocket expenses of the Authority, including but not
limited to counsel to, and economic analysis and financial consulting services for, the Authority,
credit enhancement fees and expenses, fees and expenses of the District Bond Trustee, bond
registrar, paying agent, transfer agent, remarketing agent and rating agency fees. Costs of Issuance
shall be approved by the District’s bond counsel and shall be reasonable and in accordance with
market standards.
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“Default” or “Event of Default” means any of the events described in Section 18;
provided, however, that such events will not give rise to any remedy until effect has been given to
all grace periods, cure periods and periods of enforced delay provided for in this Agreement.
“Developer” means Walton Foothills Holdings VI, L.L.C., a Delaware limited liability
company and any successors and assigns approved in accordance with this Agreement.
“Developer Advances” means, collectively, amounts advanced or incurred by the
Developer to pay any Eligible Costs. Developer Advances shall include, without limitation, (a)
Eligible Costs paid directly or advanced by the Developer, (b) advances to the District for design
and construction by the District of Eligible Improvements, and (c) Authority Reimbursable Costs
(as defined in the Agreement to Negotiate) from the Developer to the Authority in compliance with
the requirements of the Agreement to Negotiate. All Developer Advances to the District must be
made in accordance with the provisions of the Reimbursement and Infrastructure Acquisition
Agreement.
“Development Approvals” means the regulatory approvals issued by the City for the
Project, including the Overall Development Plan (ODP), Project Development Plan (PDP), Final
Development Plans (FDPs), Development Agreement or Agreements, Subdivision Plat, and all
other plats, plans and requirements included in or incorporated into the City’s approval of the
Project under the City Land Use Code. Because multiple FDPs will be submitted and reviewed for
up to 3 phases of the Project, with respect to any particular portion of the Project, the term
“Development Approvals” shall mean all of the applicable approvals set forth in this definition for
that particular portion of the Project. With respect to the Project, the term “Development
Approvals” shall mean all of the applicable approvals set forth in this definition for all phases of
the Project.
“District” means the Foothills Metropolitan District, formed pursuant to Sections
32-1-101, et seq., C.R.S., and its successors and assigns.
“District Administrative Account” means an account established by the Authority into
which the Authority shall deposit all of the incremental District Operating Revenue and District
Debt Service Mill Levy received by the Authority from time to time pursuant to Section
31-25-107(9)(a)(II) of the Act and the rules and regulations of the Property Tax Administrator of
the State of Colorado.
“District Bond Documents” means, collectively, the documents pursuant to which the
District Bonds are issued.
“District Bond Indenture” means any indenture or similar documents pursuant to which
the District Bonds are issued.
“District Bond Trustee” means the trustee in connection with the issuance of any District
Bonds.
“District Bonds” means any bonds, certificates of participation, securities or other
obligations issued or incurred by the District to finance or refinance the Eligible Costs in
accordance with the terms and provisions of this Agreement, including any bonds, debt in the form
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of a loan, certificates of participation, or securities issued or incurred by the District to refund any
such Bonds, or any related obligations to reimburse the provider of a guaranty, insurance policy,
liquidity instrument or credit enhancement for the District Bonds. Notwithstanding the foregoing
or any provision to the contrary contained herein, District Bonds shall not include any obligation
by the District to reimburse the Developer for Developer Advances pursuant to reimbursement
agreements or similar agreements between the Developer and the District regarding such matters.
“District Debt Service Mill Levy” means a property tax levy of fifty (50) mills levied by
the District on the taxable property of the District. The District Debt Service Mill Levy rate may
be adjusted as set forth in the Service Plan to take into account legislative or constitutionally
imposed adjustments in assessed values or their method of calculation so that, to the extent
possible, the revenue produced by such District Debt Service Mill Levy is neither diminished nor
enhanced as a result of such changes. The District Debt Service Mill Levy shall be imposed only
so long as there are outstanding District Bonds.
“District Debt Service Mill Levy Revenue” means the revenue generated from the
District Debt Service Mill Levy, net of the County Treasurer’s cost of collection.
“District Operating Mill Levy” means a property tax imposed by the District in an
amount not exceeding ten (10) mills, except as hereinafter provided, separate and apart from the
District Debt Service Mill Levy, for the purpose of paying the administrative, operations and
maintenance expenses of the District, including all amounts required to be paid to the City for the
maintenance of Larimer County Canal No. 2. Notwithstanding the foregoing, the District
Operating Mill Levy may be imposed by the District in an amount up to fifteen (15) mills upon the
written consent of the City Manager upon receipt of evidence satisfactory to the City Manager that
such an increase in the District Operating Mill Levy is necessary for the District to comply with its
operation and maintenance obligations under the Service Plan. The District Operating Mill Levy
may be adjusted as set forth in the Service Plan to take into account legislative or constitutionally
imposed adjustments in assessed values or their method of calculation so that, to the extent
possible, the revenue produced by such District Operating Mill Levy is neither diminished nor
enhanced as a result of such changes.
“District Operating Revenue” means the revenue produced by the District’s Operating
Mill Levy and the Specific Ownership Taxes attributable to the District Operating Mill Levy.
“District Pledged Revenue” means, collectively, (a) the District Debt Service Mill Levy
Revenue, (b) the revenue from the Pledged District Specific Ownership Taxes, and (c) Add-On
PIF Revenue.
“Effective Date” means the date of this Agreement.
“Eligible Costs” means, collectively, the reasonable and customary expenditures for the
design and construction of the Eligible Improvements as set forth in Exhibit D, which shall be
certified and approved in accordance with Exhibit E. Eligible Costs shall include, without
limitation, reimbursement to the Developer for Authority Reimbursable Costs (as defined in the
Agreement to Negotiate) made by the Developer to the Authority. Eligible Costs shall be paid
from the net proceeds of the Bonds, subject to the Cap Amount. District Bond proceeds shall not
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be used to pay, and Eligible Costs shall not include, any accrued interest on unreimbursed
Developer Advances.
“Eligible Improvements” means the public improvements described in Exhibit D that are
to be acquired, constructed or installed as part of the Project.
“Estimated Revenues from Property Taxes” means the amount set forth on Exhibit G
hereto, which is the amount of Pledged Revenues estimated to be generated from property taxes on
the Property.
“Estimated Revenues from Residential Property” means the amount set forth on
Exhibit G hereto, which is the amount of Pledged Revenues estimated to be generated from the
residential component of the Property beginning January 1, 2019, assuming that the residential
component of the Property is constructed in accordance with the schedule set forth in Section 4.3
hereof.
“Exhibits” The following Exhibits are a part of this Agreement:
Exhibit A: Legal Description of the Property
Exhibit B: Description of TIF Area
Exhibit C: Description of the Project
Exhibit D: Eligible Costs and Eligible Improvements
Exhibit E: Procedure for Documenting, Certifying and Paying Eligible Costs
Exhibit F City Specifications for Foothills Activity Center
Exhibit G Estimated Revenues from Property Taxes and Estimated Revenues
from Residential Property
Exhibit H Permitted Uses of Foothills Mall Fund
Exhibit I Maximum Annual Net Debt Service on the District Bonds
“Financing Plan” means a plan prepared by the Developer and the District for review and
approval by the City and the Authority demonstrating that there will be sufficient Pledged
Revenues to service the debt service requirements on the District Bonds. Approval of the
Financing Plan by the City and the Authority shall be a condition precedent to the issuance of the
District Bonds.
“Foothills Activity Center” means the Foothills Activity Center to be constructed on the
Project in accordance with Section 4.4 hereof.
“Foothills Mall Fund” means the fund to be held by the District and applied in accordance
with the terms and provisions of this Agreement.
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“Force Majeure” means any delays in or failure of performance by any Party of its
obligations under this Agreement as 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.
“Larimer County Canal No 2” means that portion of the canal or ditch, owned by The
Larimer County Canal No. 2 Irrigation Company, commonly known as the Larimer County Canal
No. 2, in the location to which it will be moved as part of the Project, lying between the west
boundary of the South College Avenue right-of-way and the west boundary of the McClelland
Drive right-of-way, and thence south along and under the west frontage road of College Avenue
past the south boundary of the West Monroe Drive right-of-way, and thence continuing due south
for an approximate distance of 130+\- feet to where the relocated portion of the ditch intersects the
existing Larimer County Canal No. 2 ditch alignment.
“Net Debt Service” means the total payments of principal and interest on the District
Bonds, less the amounts that are paid from funds held by the District Bond Trustee as capitalized
interest and reserve funds, including interest earnings on any such funds.
“Original PDP” means the Project Development Plan relating to the Project approved by
the City’s Planning and Zoning Board on February 7, 2013.
“Party” or “Parties” means one or all of the parties to this Agreement.
“PIF Covenant” means a declaration of covenants by Developer imposing and
implementing the Add-On PIF within the Property.
“Pledged District Specific Ownership Taxes” means the specific ownership tax revenues
received by the District in each year pursuant to § 42-3-107, C.R.S. that is attributable to the dollar
amount of ad valorem taxes generated from the District Debt Service Mill Levy.
“Pledged Property Tax Increment Revenue” means 100% of the annual ad valorem
property tax revenue received by the Authority from the Larimer County Treasurer in excess of the
amount produced by the levy of those taxing bodies that levy property taxes against the Property
Tax Base Amount in the TIF Area in accordance Colorado law, but not including, (a) the District
Operating Revenue, (b) the District Debt Service Mill Levy Revenue, (c) the Authority
Administrative Fee, (d) mill levy override payments approved by the electors of Poudre School
District in 2012 and subsequent years, (e) any offsets collected by the Larimer County Treasurer
for return of overpayments or any reserve funds retained by the Authority for such purposes in
accordance with Sections 31-25-107(9)(a)(III) and (b) of the Act, and (f) $60,000 each year of
such annual revenues.
“Pledged Sales Tax Increment Revenues” means 100% of the Sales Tax Increment
Revenues received annually by the Authority from the City during the period in which taxes are
divided in the TIF Area pursuant to the Act.
“Pledged Revenue” means, collectively, the District Pledged Revenue and the Authority
Pledged Revenue.
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“Project” means the acquisition, construction and installation of no fewer than 655,000
square feet of commercial development and up to 800 multifamily residential units, together with
related amenities and uses on the Property, in accordance with the Development Approvals, this
Agreement and Exhibit C.. The Project includes off-site improvements provided for and required
under this Agreement or the Development Approvals. Notwithstanding the foregoing, however,
for purposes of determining whether Construction of the Project has been Completed, the
Residential Component of the Project shall be deemed to include 446 multifamily residential units.
“Project Fund” means the fund to be created pursuant to the District Bond Indenture into
which net proceeds of the District Bonds in the amount of $53,000,000 (Fifty-Three Million US
Dollars) will be deposited to pay Eligible Costs.
“Property” means the real property described in Exhibit A, which is either owned by
Developer or on which the Developer otherwise has the right or will have the right to construct the
Project.
“Property Tax Base Amount” means the amount certified by the Larimer County
Assessor as the valuation for assessment of all taxable property with the TIF Area in accordance
with Section 31-25-107(9)(a)(I) of the Act. The Property Tax Base Amount and increment value
shall be calculated and adjusted from time to time by the Larimer County Assessor in accordance
with Colorado law.
“Reimbursement and Infrastructure Agreement” means that certain agreement
between the District and Developer dated as of April 26, 2013, that requires the District to
reimburse the Developer for the Eligible Costs and sets forth the procedures under which Eligible
Improvements constructed by the Developer for the benefit of the District may be acquired by the
District.
“Residential Component of the Project” means the portion of the Project intended to be
developed for residential uses. The Residential Portion of the Project will generally occur on the
area shown as Blocks 3, 4,5 and 6 on the Original PDP.
“Sales Tax” means the municipal sales tax of the City imposed at the rate of 2.25% on
sales of goods and services that are subject to municipal sales taxes pursuant to Chapter 25, Article
3 of the Fort Collins Municipal Code.
“Sales Tax Base Amount” means the total collection of sales taxes levied at the rate of
2.25% within the TIF Area for the applicable twelve-month period in accordance with Colorado
law.
“Sales Tax Increment” means Sales Tax Revenues collected by the City in excess of the
Sales Tax Base Amount during the period in which taxes are divided in the TIF Area pursuant to
the Act.
“Sales Tax Revenues” means the funds generated by imposition of the Sales Tax collected
within the TIF Area.
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“Service Plan” means the service plan for the District approved by the City on September
4, 2012, as amended and restated.
“Special Fund” means the fund defined in Section 107(9)(a)(II) of the Act.
“TIF” means tax increment financing to which the tax increment provisions of Section
31-25-107(9) of the Act apply.
“TIF Area” means that part of the urban renewal area described in the Urban Renewal
Plan as described and depicted in Exhibit B, within which the tax increment provisions of Section
31-25-107(9) of the Act apply.
“Underpass” means the pedestrian underpass at the current Larimer County Canal No. 2
ditch alignment under College Avenue for the purpose of connecting the Project to the Mason
Corridor and MAX transit facility.
“Urban Renewal Plan” means the Midtown Urban Renewal Plan adopted and approved
by the City Council on September 6, 2011, as amended on May 8, 2013, and as may hereinafter be
amended from time to time. The City may exclude the Property from the Urban Renewal Plan and
adopt a new urban renewal plan pursuant to the Act applicable to the Property and such additional
property as the Act may allow that is acceptable to the Developer and the District, provided that it
does so no later than June 1, 2014, and provided that any such Plan is not in conflict with the terms
and conditions of this Agreement. In the event a new plan is so adopted, upon written notice by the
City to all parties to the Agreement such new plan shall become the “Urban Renewal Plan” for the
purpose of this Agreement, and the TIF Area hereunder shall be adjusted as necessary to conform
to such new plan.
2. FINANCING AND CONSTRUCTION OF PROJECT.
2.1 Construction of Project. The Developer and/or the District, in accordance with the
provisions of this Agreement, shall (i) construct the Project, including without limitation, all
Eligible Improvements, (ii) be responsible for compliance in all respects with the Development
Approvals, and (iii) shall be responsible for payment of fees related to redevelopment of the
Property and the construction of the Project. The Project may be constructed in phases.
2.2 Financing the Costs of the Project. The Eligible Improvements shall be financed
from the net proceeds of the District Bonds, up to the Cap Amount. The remainder of the Project,
including the cost of any Eligible Improvements that exceed the Cap Amount, shall be financed by
the Developer.
3. ISSUANCE OF DISTRICT BONDS. Subject to the terms and provisions hereinafter set
forth, the District will issue the District Bonds to pay or reimburse the Developer or the District for
Eligible Costs, up to the Cap Amount, and to pay the Costs of Issuance related to the District
Bonds. The District Bonds shall be issued in one or more series in a combined aggregate principal
amount sufficient to generate net proceeds of the District Bonds in the amount of $53,000,000
(Fifty-Three Million US Dollars) to be deposited in the Project Fund and applied to the payment or
reimbursement of Eligible Costs.
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3.1 Conditions Precedent to Issuance of District Bonds. The following conditions shall
be satisfied on or prior to the issuance of the District Bonds:
(a) The Developer and the District shall prepare the Financing Plan and the
City Manager and the Executive Director of the Authority shall have approved the
Financing Plan. The Financing Plan shall also be in form and substance satisfactory to the
District’s bond counsel and the underwriter of the District Bonds. The Financing Plan shall
demonstrate that there is expected to be sufficient Pledged Revenues derived from the
construction of the Project to pay the debt service requirements on the District Bonds when
due.
(b) The Developer shall provide to the City Manager evidence satisfactory to
the City Manager that the Developer has obtained all equity and private financing
necessary to construct the non-residential components of the Project.
(c) The Developer shall have obtained executed lease agreements, excluding
the existing department store located on Larimer County Parcel Number 9725391002,
totaling at least 240,000 square footage of the retail area of the Project with tenants that, in
the aggregate, have an average sales per square foot of at least $375 based on average
national sales performance, and, except as hereinafter provided, of which at least 120,000
square feet shall be leased to tenants new to the City of Fort Collins. Notwithstanding the
foregoing, however, in the event that at least 60,000 of such square footage is leased to
tenants that are new to Fort Collins, then this condition shall be deemed satisfied with the
prior written consent of the City Manager, which consent shall not be unreasonably
withheld, conditioned or delayed, provided that in determining whether to give such
consent the City Manager may consider the impact on the proposed financing from a
reduced percentage of tenants new to the City.
(d) The Developer shall have imposed the Add-On PIF in accordance with
Section 4.7 hereof.
(e) The Developer shall have obtained the Development Approvals for the
Project, as described in this Agreement and in Exhibit C.
(f) The City and the Authority shall receive an opinion of the District’s bond
counsel relating to the validity of the District Bonds and the tax-exempt status thereof
addressed to the City and the Authority, or the City and the Authority shall receive a
reliance letter from the District’s bond counsel.
(g) No event of default hereunder shall have occurred and be continuing
hereunder, unless such Event of Default has been cured, remedied or waived, or a remedy
has been agreed upon by the Parties which will become effective with the passage of time.
3.2 Provisions to be Included in District Bond Documents. The District Bond
Documents shall contain the following provisions:
(a) The District Bonds shall be payable from the Pledged Revenues in the
following order of priority:
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(i) the District Debt Service Mill Levy Revenues;
(ii) the Pledged District Specific Ownership Taxes;
(iii) the Pledged Property Tax Increment Revenues;
(iv) the Add-On PIF Revenues; and
(iii) the Pledged Sales Tax Increment Revenues.
(b) After the debt service requirements on the District Bonds have been paid or
provided for in each fiscal year, and after all payments have been made to replenish the
reserve fund for the District Bonds and to make any payments into any required rebate
funds for the District Bonds, any excess Pledged Revenues shall be applied by the District
Bond Trustee as follows:
(i) To the extent required by the underwriter of the District Bonds
based on market conditions, the District Bond Documents may establish a
supplemental reserve fund (the “Supplemental Reserve Fund”) and provide that
any excess Pledged Revenue shall be deposited into the Supplemental Reserve
Fund to be maintained in an amount that is not more than 10% of the original
aggregate principal amount of the District Bonds. The District Bond Trustee shall
keep a record of the sources of the Pledged Revenue that are used to fund and
maintain the Supplemental Reserve Fund, if any.
(ii) After the Supplemental Reserve Fund, if any, has been fully funded,
any excess Pledged Revenues shall be applied by the District Bond Trustee as
follows:
(A) The District, the City and the Authority hereby agree
pursuant to Section 31-25-107(11) C.R.S. that any such excess Sales
Tax Increment Revenues shall be released from the lien of the
District Bond Documents and remitted by the District Bond Trustee
to the City. The District Bond Documents shall provide that the
City is a third-party beneficiary under the District Bond Documents
with respect to this provision relating to the requirement of remitting
any excess Sales Tax Increment Revenues to the City as set forth
above.
(B) Any excess Add-On PIF Revenues shall be released
from the lien of the District Bond Documents and remitted to the
District for deposit in the Foothills Mall Fund.
(C) Any excess Pledged Property Tax Increment
Revenues shall be released from the lien of the District Bond
Documents and remitted to the Authority.
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(D) Any excess Pledged District Specific Ownership
Taxes and District Debt Service Mill Levy Revenues shall be
applied by the District Bond Trustee to debt service payments on the
District Bonds in the following year.
(c) The District Bond Documents shall provide that moneys on deposit in the
Supplemental Reserve Fund shall be applied solely to pay the debt service requirements on
the District Bonds in the event of an insufficiency of Pledged Revenues to make such
payments, provided, however, that moneys on deposit in the reserve fund for the District
Bonds shall be applied to the payment of the debt service requirements on the District
Bonds prior to applying any funds on deposit in the Supplemental Reserve Fund to such
payment. Upon termination of the Supplemental Reserve Fund, the moneys on deposit in
the Supplemental Reserve Fund shall be remitted by the District Bond Trustee based on the
source of Pledged Revenues used to fund and maintain the Supplemental Reserve Fund in
accordance with the provisions set forth in subparagraph (b)(ii) above.
(d) The District Bond Documents shall provide that the net proceeds of the
Bonds shall be deposited in the Project Fund and requisitioned by the District to pay
Eligible Costs as set forth in Exhibit D hereof, with such requisitions to be made
substantially in accordance with Exhibit E hereof. The District Bond Documents shall
provide that any requisition remitted to the District Bond Trustee shall simultaneously be
remitted to the City Manager, or the City Manager’s designee. In the event that the City
provides written notice to the Developer and the District that it disputes that all or any
portion of the requisition qualifies as an Eligible Cost or otherwise fails to comply with the
requisition requirements in Exhibit E, then the City, the Developer and the District agree to
act in good faith to attempt to resolve any such dispute.
(e) Without the prior written consent of the City Manager, the District Bonds
shall mature no later than 25 years after the date of issuance thereof, and shall not contain a
pledge of Pledged Property Tax Increment Revenues or Pledged Sales Tax Revenues that
extends beyond the final payment of said revenues to the Authority; the total Net Debt
Service of the District Bonds shall not exceed $180,000,000, and the maximum annual Net
Debt Service on the District Bonds shall not exceed the amounts set forth in Exhibit I
hereto.
3.3 Approval by City of District Bond Documents. Prior to the issuance of any District
Bonds, including any bonds issued to refund any District Bonds, the District Bond Documents
shall have been approved by the City. The City will have ten (10) business days after receipt of
such District Bond Documents by the City Attorney and the City’s bond counsel to notify the
District in writing if it objects to any provisions set forth in such District Bond Documents, setting
forth its specific objections. If the City does not object in writing to the District Bond Documents
within such ten (10) business day period, then the City will be deemed to have consented to the
form and substance of such District Bond Documents. In addition, the District Bond Documents
shall provide that any material amendments to the District Bond Documents shall be subject to
approval by the City.
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3.4 Refunding Bonds. Notwithstanding anything to the contrary contained herein, to
the extent that District Bonds are issued to refund outstanding District Bonds, the Authority shall
have the right to determine whether, and to what extent, it will pledge the Authority Pledged
Revenues to such refunding District Bonds. In the event that all or a portion of the Authority
Pledged Revenues are to be pledged to the payment of such refunding District Bonds, as a
condition to such pledge, the Authority may in its discretion impose conditions and limitations in
any such refunding District Bonds that were not applicable to the District Bonds being refunded.
Any such refunding District Bonds that are secured in part by the Authority Pledged Revenues
shall also be subject to review and approval by the City Attorney and the City’s bond counsel.
4. OBLIGATIONS OF THE DEVELOPER.
4.1 Construction of Project. As set forth in Section 2.1 hereof, the Developer and/or
the District shall construct the Project. The Project shall be constructed substantially in
accordance with the Development Approvals and Exhibit C attached hereto.
4.2 Construction of Eligible Improvements. The Developer shall construct, or cause
the District to construct, the Eligible Improvements set forth in Exhibit D hereto. Such Eligible
Improvements shall be financed with the net proceeds of the Bonds, subject to the Cap Amount,
and, if necessary, other financing sources obtained by the Developer.
4.3 Construction of Residential Component of Project; Affordable Housing. The
Developer shall Complete Construction of the residential components of the Project, subject to
Force Majeure, as follows:
(a) on or prior to December 31, 2016, the Developer shall Complete
Construction of the first phase of the residential component of the Project consisting of a
minimum of 200 units;
(b) on or prior to December 31, 2018, the Developer shall Complete
Construction of the second phase of the residential component of the Project consisting of
at least an additional 246 units.
Failure to Complete Construction of the residential components of the Project in
accordance with this Section 4.3 shall not be deemed to be an Event of Default under this
Agreement, provided, however, that if Construction of the residential components of the Project is
not Completed as set forth above, then beginning with the 2020 fiscal year, the Developer shall be
obligated to pay in such fiscal year and each fiscal year thereafter, regardless of whether the
Developer is the owner of the Property on which the residential component of the Project is to be
constructed, an amount equal to 50% of the difference between the Pledged Revenues generated
from the residential component of the Project and the Estimated Revenues from the Residential
Property, as follows: (i) such payment shall be made to the City to the extent that any Pledged
Sales Tax Increment Revenues are applied in such fiscal year to the payment of the debt service
requirements on the District Bonds; and (ii) to the extent that such payment is not due and owing to
the City in any fiscal year, the balance of any such amount to be paid by the Developer in such
fiscal year shall be deposited in the Foothills Mall Fund.
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The Project shall pay any affordable housing fees that may be enacted by the City Council
on or before December 1, 2014, as if such fees had been in place and applicable to the Project. Any
affordable housing impact fee that may be adopted as part of such requirements shall be paid by
the Developer when due for the Project, except that for any portion of the Project developed prior
to the imposition of the fee, such fee shall be paid no later than sixty days after adoption.
4.4 Construction and Transfer of Foothills Activity Center. The Developer and/or
District, as applicable, shall construct the Foothills Activity Center in substantial conformance
with the specifications set forth on Exhibit F (the “City Specifications”). The construction of the
Foothills Activity Center shall be completed no later than March 31, 2015. [REMAINDER OF
THIS SECTION TO BE PROVIDED]
4.5 Solar and Other Energy Efficiency Improvements. The Developer and/or the
District, as applicable, agree to construct the Project to accommodate the addition of solar panels
to the roof tops of the principal non-residential components subsequent to the Completion of
Construction of the Project. The City agrees that funds in the Foothills Mall Fund may be applied
by the Developer to pay the costs of installing solar panels or other energy efficiency
improvements within the Project upon reasonable documentation being provided to the City.
Within five (5) years after the issuance of the last Certificate of Occupancy for the non-residential
component of the Project, Developer agrees to make application to the City for the addition of one
or more solar panels or other energy efficiency improvements to the Project.
4.6 Compliance with Design and Construction Regulations; Payment of Fees and
Costs. The design and construction of the Project will comply with all applicable codes and
regulations of entities having jurisdiction, including the City Requirements. The Developer and/or
the District will pay or cause to be paid all required fees and costs, including those imposed by the
City, in connection with the design, construction, applicable warranty requirements, and use of the
Project.
4.7 Imposition of Add-On PIF. On or prior to the issuance of the District Bonds, the
Developer shall impose the Add-On PIF on retail sales occurring on the Property that are subject to
the City’s Sales Tax, provided, however, that in connection with any property that is not owned by
the Developer, the Developer shall use its best efforts to impose such Add-On PIF on such retail
sales occurring on any such Property, subject to the consent of the owners of such Property. All
property under the Developer’s control as of the Effective Date shall be made subject to the
Add-On PIF, and any property within the Project acquired by the Developer subsequent to the
Effective Date shall become subject to this requirement. The Add-On PIF shall be imposed only
for so long as the District Bonds are outstanding. So long as the District Bonds are outstanding, the
Developer covenants to cause all Add-On PIF Revenues to be remitted to the District Bond Trustee
and such Add-On PIF Revenues shall be pledged to the payment of the District Bonds. To the
extent that the Add-On PIF is imposed prior to the initial issuance of the District Bonds, the
Developer covenants to cause all Add-On PIF Revenues to be held in a trust account and remitted
to the District Bond Trustee upon the initial issuance of the District Bonds. The Developer agrees
that it shall be responsible for enforcing the placard requirements and for the implementation of the
Add-On PIF with the retailers in the Project.
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4.8 Access to Property. Developer will permit representatives of the City and the
Authority access to the Property and the Project at reasonable times during regular business hours
and with prior notice as necessary for the purpose of carrying out or determining compliance with
the Agreement, the Urban Renewal Plan, or any City code or ordinance, including, without
limitation, inspection of any work being conducted. No compensation will be payable for such
access. The City and the Authority, as applicable, agree to restore the Property and any component
of the Project to its condition prior to any tests or inspections made by the City and further agree
that they shall be responsible for any damage that results from the City or the Authority, as
applicable, accessing the Property pursuant to their respective rights under this Agreement, to the
extent permitted by law and, in the case of the City, subject to annual appropriation of funds by the
City Council, in its sole discretion.
4.9 Class A Shopping Center. The Developer represents and warrants that, following
Completion of Construction of the Project, the physical condition of the Project will be maintained
as a “Class A” shopping center, in a manner consistent with comparable shopping centers in the
State of Colorado.
4.10 Maintenance of Project. The Developer and/or District shall be responsible for the
maintenance of the Project, except for the Foothills Activity Center, the Underpass and the
Larimer County Canal No. 2 (which shall be maintained by the City), provided that the District
shall provide funding for the City to maintain Larimer County Canal No. 2. The City shall pay for
the costs of maintaining the Foothills Activity Center and the Underpass. The costs incurred by
the Developer and/or the District in maintaining the Project shall be paid from the District
Operating Revenue. The City’s obligations shall be subject to the annual appropriation of funds by
the City Council, in its sole discretion.
4.11 Appeal of Property Taxes. In the event that the Developer seeks a reduction in all
or any portion of the Property’s real property tax assessed valuation or seeks an abatement of real
property taxes on all or any portion of the Property, and any such reduction or abatement results in
the Pledged Revenues generated from the real property taxes on the Property being less than the
Estimated Revenues from Property Taxes such that the Pledged Sales Tax Increment Revenues
that would otherwise be remitted to the City are needed to pay the debt service requirements on the
District Bonds, then beginning with the fiscal year in which such reduction or abatement becomes
effective, the Developer shall be obligated to pay to the City in such fiscal year and each fiscal year
thereafter where such reduction or abatement results in the property taxes on the Property being
less than the Estimated Revenues from Property Taxes, an amount equal to 50% of the amount of
Pledged Sales Tax Increment Revenues applied to the payment of the District Bonds in such fiscal
year. Notwithstanding the foregoing, in any fiscal year that the Pledged Sales Tax Increment
Revenues are not applied to the payment of the debt service requirements on the District Bonds, no
payments shall be due and owing from the Developer to the City pursuant to this Section 4.11. In
the event that the Developer who sought the reduction or abatement sells all or a portion of the
Property, the subsequent owner shall be obligated to make any payments to the City required by
this Section 4.11. A memorandum of this covenant satisfactory to the City and the Authority shall
be recorded with the Larimer County Clerk and Recorder's Office.
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The Developer shall provide written notice to the City and to the Authority of any
requested reduction in any portion of the Property’s real property tax assessed valuation or
abatement of any portion of the Property’s real property taxes.
4.12 Notification of Sale of Property. The Developer shall provide written notice to the
City and the Authority of any sale of all or any portion of the Property.
4.13 Payment of City and URA Expenses. The Developer agrees that it shall pay or
reimburse the City and the Authority for all fees, costs and out-of-pocket third party expenses
incurred by them in connection with developing, negotiating and preparing this Agreement and
related documents and issuing the District Bonds, including without limitation, all legal fees and
out-of-pocket third party expenses, provided that, to the extent that such fees and expenses qualify
as Costs of Issuance, such fees and expenses may be paid from the proceeds of the District Bonds.
In the event that the District Bonds are not issued on or prior to March 31, 2014, the Developer
shall pay or reimburse the City and the Authority for such fees and expenses no later than April 15,
2014. In addition, to the extent that the District’s Bond Counsel determines that not all such fees
and expenses qualify as Costs of Issuance hereunder, then the Developer shall pay or reimburse the
City and the Authority for any such fees and expenses not paid from proceeds of the District Bonds
as Costs of Issuance. Upon satisfaction of the reimbursement obligation pursuant to this Section,
the Agreement to Negotiate shall be deemed to be terminated and to have no further force or effect.
5. THE DISTRICT.
5.1 Compliance with Service Plan and Applicable Law. At all times the District will
comply with the requirements of the Service Plan as it may be amended from time to time. To the
extent authorized by its Service Plan, the District may design, construct, finance, own, acquire,
maintain, and operate Eligible Improvements in accordance with all applicable laws, ordinances,
standards, policies, and specifications of the State of Colorado, the City, and any other entity with
jurisdiction.
5.2 District Bonds. Subject to the terms and provisions of this Agreement, the District
shall issue the District Bonds within ninety (90) days of the satisfaction of the conditions precedent
set forth in Section 3.1 hereof. Net proceeds of the District Bonds in the amount of $53,000,000
(Fifty-Three Million US Dollars) shall be deposited to the Project Fund and used to pay or
reimburse the Developer for Eligible Costs, as further set forth herein and in the District Bond
Documents. The District agrees to irrevocably pledge the District Pledged Revenue to the
payment of such District Bonds. The District Bonds shall be issued in compliance with Section 3
hereof.
5.3 District Pledged Revenue. The District covenants to impose the District Debt
Service Mill Levy so that such District Debt Service Mill Levy will be in effect no later than
January 1, 2015, and the District covenants to continue to impose the District Debt Service Mill
Levy for so long as any District Bonds remain outstanding. The District further covenants that so
long as any District Bonds remain outstanding, that the District will remit all District Pledged
Revenues to the District Bond Trustee for such outstanding District Bonds. Notwithstanding
expiration of the time or times that the Pledged Property Tax Increment Revenue may be collected
pursuant to the Act, the District agrees that the full amount of the District Debt Service Mill Levy
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shall at all times remain pledged to the payment of any outstanding Bonds to the extent required by
the District Bond Documents or to the payment of any outstanding District Bonds to the extent
required by the District Bond Documents. In the event that the District Pledged Revenues are
imposed and collected by the District after all outstanding District Bonds have been paid or
defeased, the District shall thereafter deposit all District Pledged Revenues in the Foothills Mall
Fund.
5.4 District Operating Revenue; Maintenance Expenses. The District will use the
District Operating Revenue to pay its normal and reasonable operating and maintenance expenses,
to pay the City for the maintenance of Larimer County Canal No. 2, and for any other lawful
purpose. The District covenants that, upon the written request of the City, it shall use District
Operating Revenues to pay all costs incurred by the City in maintaining Larimer County Canal No.
2.
5.5 Reimbursement and Infrastructure Agreement. The District will acquire certain
tracts of the Property and/or easements as necessary, as designated in the Development Approvals,
from Developer (the “District Property”) and will manage the District Property in accordance
with the Service Plan.
5.6 Foothills Mall Fund. The District covenants to deposit any Add-On PIF Revenues
released from the lien of the District Bond Documents and remitted by the District Bond Trustee to
the District pursuant to Section 3.2 hereof into the Foothills Mall Fund. Without the prior written
consent of the City Manager, the District shall apply or disburse moneys on deposit in the Foothills
Mall Fund only in accordance with Exhibit H. The Parties acknowledge and agree that any
expenditure of funds on deposit in the Foothills Mall Fund shall be constrained by and must be in
compliance with applicable State and federal law governing the use of such funds, which, in part,
will be governed by the source of such funds. In addition, the Parties acknowledge that the District
may only undertake activities and expend funds for purposes authorized by the Special District Act
and the approved Service Plan of the District. The District shall provide the City with all
documentation relating to the application of moneys on deposit in the Foothills Mall Fund.
5.7 No Impairment. The District will not enter into any agreement or transaction that
impairs the rights of the Parties, including, without limitation, the right to receive, apply and
pledge District Pledged Revenue to payment of the District Bonds.
6. THE AUTHORITY.
6.1 Authority Pledged Revenues. The Authority covenants and agrees that it will
pledge the Authority Pledged Revenues to the payment of the District Bonds in accordance with
the terms and provisions of this Agreement. The Authority agrees to establish the Special Fund in
accordance with the provisions of the Act and deposit the Authority Pledged Revenues into the
Special Fund upon receipt. All moneys on deposit in the Special Fund, and any other Pledged
Property Tax Increment Revenues or Pledged Sales Tax Increment Revenues received by the
Authority, will be remitted to the District Bond Trustee in accordance with the terms and
provisions of the District Bond Indenture so long as any District Bonds remain outstanding.
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6.2 District Debt Service Mill Levy and District Operating Revenue. The Authority
hereby irrevocably pledges any amounts received from the District Debt Service Mill Levy and the
District Operating Revenue to the District. The District Debt Service Mill Levy and the District
Operating Revenue, when and as received by the Authority, will be subject to the lien of such
pledge without any physical delivery, filing, or further act. The Authority will deposit into the
District Administrative Account any and all of the District Debt Service Mill Levy and/or District
Operating Revenue received by the Authority from time to time in accordance with Section
31-25-107(9)(a)(II) of the Act and the rules and regulations of the Property Tax Administrator of
the State of Colorado from the levy of the District on taxable property within the TIF Area. The
Authority will transfer all of the revenue in the District Administrative Account to the District on
or before the 20
th
day of each month. The obligation of the Authority to make deposits in the
District Administrative Account and to transfer such revenue to the District shall expire when the
Authority’s right to receive such revenue expires pursuant to the Act. The District shall use the
District Operating Revenue to pay its normal and reasonable administrative, operating and
maintenance expenses. The District shall pledge the District Debt Service Mill Levy Revenue to
payment of the District Bonds.
6.3 Multi- Fiscal Year Obligation. The Parties acknowledge that, according to the
decision of the Colorado Court of Appeals in Olson v. City of Golden, 53 P.3d 747 (2002), an
urban renewal authority is not a local government and therefore is not subject to the provisions of
Article X, Section 20 of the Colorado Constitution. Accordingly, the Authority’s obligation to
remit the Authority Pledged Revenue to the District Bond Trustee in accordance with the
provisions of this agreement does not require electoral authorization and is not subject to annual
appropriation.
6.4 No Impairment. The Authority will not enter into any agreement or transaction that
impairs the rights of the Parties, including, without limitation, the right to receive and apply
Authority Pledged Revenue in accordance with the terms and provisions of this Agreement.
6.5 Cooperation with District and Developer. The Authority agrees to cooperate in a
reasonable manner to assist the District in issuing District Bonds and to pledge the Authority
Pledged Revenue to the payment of such District Bonds in accordance with the provisions of this
Agreement and the District Bond Documents.
7. THE CITY.
7.1 Collection of Authority Pledged Revenue. The City agrees to pay to the Authority
any Authority Pledged Revenues when, as and if received by the City, but which are due and
owing to the Authority pursuant to the Urban Renewal Plan.
7.2 Underpass. The City agrees to accept ownership of the Underpass from the
Developer or the District upon Completion of Construction of the Underpass and in accordance
with the Development Approvals.
8. PAYMENT OR REIMBURSEMENT OF ELIGIBLE COSTS. The Developer or District,
as applicable, will be paid or reimbursed for Eligible Costs from the net proceeds of the District
Bonds on deposit in the Project Fund upon compliance with the requisition process set forth in the
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District Bond Documents, which shall substantially comply with the requirements set forth in
Exhibit E hereto. Such payment or reimbursement of Eligible Costs shall also comply with the
Reimbursement and Infrastructure Agreement between the Developer and the District. Cost
savings in the line items listed in Exhibit D may be allocated to cost overruns in other line items
only in accordance with the provisions set forth in Exhibit D.
9. BOOKS AND ACCOUNTS; FINANCIAL STATEMENTS. The Authority and District
will keep proper and current itemized records, books, and accounts in which complete and
accurate entries will be made of the receipt and use of all amounts of revenue received from any
and all sources and such other calculations required by this Agreement, the District Bond
Documents, and any applicable law or regulation. The Authority and the District will prepare after
the close of each fiscal year, a complete financial statement prepared in accordance with generally
accepted accounting principles accepted in the United States of America for such year in
reasonable detail covering the above information, and if required by statute, certified by a public
accountant, and will furnish a copy of such statement to the other Parties within two hundred and
ten (210) days after the close of each fiscal year of the Authority and the District or upon such
earlier date as may be required by the District Bond Documents.
9.1 Inspection of Records. All books, records and reports (except those allowed or
required by applicable law to be kept confidential) in the possession of the City, the Authority, and
the District, including, without limitation, those relating to the Pledged Revenue, the Authority
Administration Fee, Eligible Improvements, Eligible Costs, District Pledged Revenue, District
Operating Revenue, District Bonds will at all reasonable times be open to inspection by such
accountants or other agents as the respective Parties may from time to time designate.
10. INSURANCE. At all times prior to Completion of Construction of the Project, the District
and the Developer, within ten (10) days after request by the City or the Authority, will provide the
City or the Authority, as the case may be, with proof of payment of premiums and certificates of
insurance showing that the District and the Developer are carrying, or causing prime contractors to
carry, builder's risk insurance (if appropriate), commercial general liability, automobile, and
worker's compensation insurance policies in commercially reasonable amounts and coverages
approved by the City Manager or the Executive Director of the Authority. Such policies of
insurance shall be placed with financially sound and reputable insurers.
11. INDEMNIFICATION. For each Eligible Improvement, from Commencement of
Construction through Completion of Construction, and for any action arising during that time
period, Developer agrees to indemnify, defend and hold harmless the City and the Authority, its
officers, agents and employees, from and against all liability, claims, demands, and expenses,
including fines imposed by any applicable state or federal regulatory agency, court costs and
attorney fees, on account of any injury, loss, or damage, which arise out of or are in any manner
connected with any of the work to be performed by Developer, any subcontractor of Developer, or
any officer, employee, agent, successor or assign of Developer under this Agreement, if such
injury, loss, or damage is caused in whole or in part by, the negligent act or omission, error,
professional error, mistake, accident, or other fault of Developer, any subcontractor of Developer,
or any officer, employee, agent, successor or assign of Developer, but excluding any injuries,
losses or damages which are due to the gross negligence, breach of contract or willful misconduct
of the City or the Authority, as the case may be.
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12. REPRESENTATIONS, WARRANTIES AND COVENANTS.
12.1 Representations and Warranties by the Authority. The Authority represents and
warrants as follows:
(a) The Authority is a body corporate and politic of the State of Colorado, duly
organized under the Act, and has the power to enter into and has taken all actions to date required
to authorize this Agreement and to carry out its obligations.
(b) The Authority knows of no litigation, proceeding, initiative, referendum,
investigation or threat of any of the same contesting the powers of the Authority or its officials
with respect to this Agreement that has not been disclosed in writing to the Parties.
(c) The execution and delivery of this Agreement and the documents required
and the consummation of the transactions contemplated by this Agreement will not (a) conflict
with or contravene any law, order, rule or regulation applicable to the Authority or to its governing
documents, (b) result in the breach of any of the terms or provisions or constitute a default under
any agreement or other instrument to which the Authority is a party or by which it may be bound or
affected, or (c) permit any party to terminate any such agreement or instruments or to accelerate
the maturity of any indebtedness or other obligation of the Authority.
(d) The Authority Pledged Revenue is not subject to any other or prior pledge
or encumbrance, and the Authority will not pledge or encumber it except as specified herein or as
may be provided in the District Bond Documents or the documents related to the issuance of any
District Bonds.
(e) 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.
12.2 Representations and Warranties by the District. The District represents and
warrants as follows:
(a) The District is a quasi-municipal corporation and political subdivision of
the State of Colorado, organized and existing in accordance with Title 32, Article 1, C.R.S., and
has the legal capacity and the authority to enter into and perform its obligations under this
Agreement and the documents to be executed and delivered pursuant hereto.
(b) The execution and delivery of this Agreement and such documents and the
performance and observance of their terms, conditions and obligations have been duly and validly
authorized by all necessary action on its part, and such documents and such performance and
observance are valid and binding upon the District.
(c) The execution and delivery of this Agreement and the documents required
and the consummation of the transactions contemplated by this Agreement will not (a) conflict
with or contravene any law, order, rule or regulation applicable to the District or to the District’s
governing documents, (b) result in the breach of any of the terms or provisions or constitute a
21
default under any agreement or other instrument to which the District is a party or by which it may
be bound or affected, or (c) permit any party to terminate any such agreement or instruments or to
accelerate the maturity of any indebtedness or other obligation of the District.
(d) The District knows of no litigation, proceeding, initiative, referendum, or
investigation or threat of any of the same contesting the powers of the Authority, the District or any
of its officials with respect to this Agreement that has not been disclosed in writing to the Parties.
(e) The District Pledged Revenue is not subject to any other or prior pledge or
encumbrance, and the District will not pledge or encumber it except as specified herein or as may
be provided in the District Bond Documents or the documents related to the issuance of the District
Bonds.
(f) This Agreement constitutes a valid and binding obligation of the District,
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.
12.3 Representations, Warranties and Covenants by the Developer. Developer
represents and warrants as follows:
(a) Developer is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Delaware and in good standing and authorized
to do business in the State of Colorado and has the power and the authority to enter into and
perform in a timely manner its obligations under this Agreement.
(b) The execution and delivery of this Agreement have been duly and validly
authorized by all necessary action on its part to make this Agreement and are valid and binding
upon Developer.
(c) The execution and delivery of this Agreement will not (a) conflict with or
contravene any law, order, rule or regulation applicable to Developer or to Developer’s governing
documents, (b) result in the breach of any of the terms or provisions or constitute a default under
any agreement or other instrument to which Developer is a party or by which it may be bound or
affected, or (c) permit any party to terminate any such agreement or instruments or to accelerate
the maturity of any indebtedness or other obligation of Developer.
(d) Developer knows of no litigation, proceeding, initiative, referendum, or
investigation or threat or any of the same contesting the powers of the Developer or any of its
principals or officials with respect to this Agreement that has not been disclosed in writing to the
other Parties.
(e) Developer agrees that it shall enforce the imposition and collection of the
Add-On PIF and the remittance of the Add-On PIF to the District Bond Trustee.
(f) Developer covenants and agrees that it shall complete the Project in strict
conformance with the terms of this Agreement, and Exhibit C, including but not limited to high
quality architectural and landscape design exceeding the City of Fort Collins Land Use Code
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minimum standards and consistent in character with the approved Project Development Plan dated
February 7, 2013, and the environmental sustainability measures set forth in Exhibit C, except as
approved in writing by the City Manager.
12.4 Representations and Warranties by the City. The City represents and warrants as
follows:
(a) The City is a body corporate and politic and a home rule municipality of the
State of Colorado, and has the power to enter into and has taken all actions to date required to
authorize this Agreement and to carry out its obligations under this Agreement.
(b) The City knows of no litigation, proceeding, initiative, referendum,
investigation or threat of any of the same contesting the powers of the City or its officials with
respect to this Agreement that has not been disclosed in writing to the Parties.
(c) The execution and delivery of this Agreement and the documents required
hereunder and the consummation of the transactions contemplated by this Agreement will not (a)
conflict with or contravene any law, order, rule or regulation applicable to the City or to its
governing documents, (b) result in the breach of any of the terms or provisions or constitute a
default under any agreement or other instrument to which the City is a party or by which it may be
bound or affected, or (c) permit any party to terminate any such agreement or instruments or to
accelerate the maturity of any indebtedness or other obligation of the City.
(d) 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.
13. TERM. The term of this Agreement is the period commencing on the Effective Date and
terminating on the later of: (i) the date of payment in full of the District Bonds, or (ii) thirty years
from the Effective Date; provided, however, that the Authority’s obligation to remit the Authority
Pledged Revenue to the District Bond Trustee shall terminate upon the expiration of the time
period that the Authority is authorized pursuant to the Act to receive the Authority Pledged
Revenue, and provided, further, that the following provisions, without limitation, shall continue
beyond the term of this Agreement: (A) the District’s and Developer’s obligation to operate and
maintain the Project in accordance with the standards set forth herein, (B) the District’s obligation
to reimburse the City for the costs of maintaining Larimer County Canal No. 2, (C) the limitation
on the imposition of the Add-on PIF for only so long as any District Bonds are outstanding without
the written consent of the City, (D) the Developer’s indemnification obligations under Section 11
hereof, (E) any rights and remedies that a Party has for an Event of Default hereunder, and (F) any
rights that a Party has to inspect books and records as set forth in Section 9 hereof.
14. CONFLICTS OF INTEREST. None of the following will have any personal interest,
direct or indirect, in this Agreement: a member of the governing body of the Authority or the City,
an employee of the Authority or of the City who exercises responsibility concerning the Urban
Renewal Plan, or an individual or firm retained by the City or the Authority who has performed
consulting services to the Authority in connection with the Urban Renewal Plan, this Agreement,
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or the Authority Financing. None of the above persons or entities will participate in any decision
relating to the Agreement that affects his or her personal interests or the interests of any
corporation, partnership or association in which he or she is directly or indirectly interested.
15. ANTIDISCRIMINATION. Developer, for itself and its successors and assigns, agrees
that in the construction of the Eligible Improvements and in the use and occupancy of the Property
and the Eligible Improvements, Developer will not discriminate against any employee or applicant
for employment because of race, color, creed, religion, sex, sexual preference, disability, marital
status, ancestry, or national origin.
16. NOTICES. Any notice required or permitted by this Agreement will be in writing and will
be deemed to have been sufficiently given for all purposes if delivered in person, by prepaid
overnight express mail or overnight courier service, by certified mail or registered mail, postage
prepaid return receipt requested, addressed to the Party to whom such notice is to be given at the
address set forth on the signature page below or at such other or additional addresses as may be
furnished in writing to the other Parties. Additionally, the Parties agree to provide concurrent
notice via electronic mail.
17. DELAYS; FORCE MAJEURE. Subject to the following provisions, time is of the
essence. 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.
18. EVENTS OF DEFAULT. The following events shall constitute an Event of Default under
this Agreement:
(a) Failure by the Authority to pledge the Authority Pledged Revenue to any
outstanding District Bonds in accordance with the District Bond Documents or failure to remit any
such Authority Pledged Revenues within five (5) business days of the date they are required to be
remitted;
(b) Failure by the District to impose the District Debt Service Mill Levy or to
remit the District Pledged Revenues within five (5) business days of the date they are required to
be remitted;
(c) Any representation or warranty made by any Party in this Agreement
proves to have been untrue or incomplete in any material respect when made and which untruth or
incompletion would have a material adverse effect upon any other Party;
(d) Any Party fails in the performance of any other covenant in this Agreement
and such default continues for thirty (30) days after written notice specifying such default and
requiring the same to be remedied is given by a non-defaulting Party to the defaulting Party. If
such default is not of a type which can be cured within such thirty (30) day period and the
defaulting Party gives written notice to the non-defaulting Party or Parties within such thirty (30)
day period that it is actively and diligently pursuing such cure, the defaulting Party shall have a
reasonable period of time given the nature of the default following the end of such thirty (30) day
24
period to cure such default, provided that such defaulting Party is at all times within such
additional time period actively and diligently pursuing such cure in good faith;
(e) The Developer fails in the timely performance of its obligations under
Section 12.3(f).
19. REMEDIES.
To the extent that an Event of Default has occurred and is continuing hereunder, and
District Bonds have not yet been issued, no District Bonds shall be issued until such Event of
Default has been cured, or remedied, or waived, or a remedy has been agreed upon by the Parties
which will become effective with the passage of time.
Upon the occurrence and continuation of an Event of Default, the non-defaulting Party’s
remedies will be limited to the right to enforce the defaulting Party’s obligations by an action for
injunction, specific performance, or other appropriate equitable remedy or for mandamus, or by an
action to collect and enforce payment of sums owing hereunder, and no other remedy, and no Party
will be entitled to or claim damages for an Event of Default by the defaulting Party, including,
without limitation, lost profits, economic damages, or actual, direct, incidental, consequential,
punitive or exemplary damages. In the event of any litigation or other proceeding to enforce any of
the terms, covenants or conditions of this Agreement, the prevailing party in such litigation or
other proceeding will receive, as part of its judgment or award, its reasonable attorneys’ fees and
costs. The occurrence and continuation of an Event of Default will not affect the obligation of the
Authority or the District to collect and remit Pledged Revenues or the obligation of the Authority
to remit the District Debt Service Mill Levy Revenue or the District Operating Revenue to the
District in accordance with the terms and provisions of this Agreement.
20. TERMINATION. Upon the occurrence of any of the following events, this Agreement
may be terminated in accordance with the provisions hereinafter set forth:
(a) In the event that the District Bonds are not issued on or prior to June 30, 2014, then
any Party shall have the option to terminate this Agreement.
(b) In the event that the District Bonds have not been issued and the Developer or the
District have not Commenced Construction of any portion of the Project on or prior to March 1,
2014, then any Party shall have the option to terminate this Agreement.
In order to terminate this Agreement, a Party shall provide written notice of such
termination to the other Parties. Such termination shall be effective thirty (30) days after the date
of such notice unless prior to such time, the Parties are able to negotiate in good faith to reach an
agreement to avoid such termination. Upon such termination, this Agreement shall be null and
void and of no effect, and no action, claim or demand may be based on any term or provision of
this Agreement. In addition the Parties agree to execute a mutual release or other instruments
reasonably required to effectuate and give notice of such termination.
In the event that this agreement is terminated pursuant to this Section 20, the Developer
agrees that it shall continue to be obligated to pay or reimburse the Authority for Authority
Reimbursable Costs in accordance with the Agreement to Negotiate and shall continue to be
25
obligated to pay or reimburse the City and the Authority for its costs, fees and expenses as set forth
in Section 4.11 hereof.
21. NONLIABILITY OF OFFICIALS, AGENTS, MEMBERS, AND EMPLOYEES. Except
for willful or wanton actions, no trustee, board member, commissioner, official, employee,
consultant, manager, member, shareholder, attorney or agent of any Party, nor any lender to any
Party or to the Project, will be personally liable under the Agreement or in the event of any default
or for any amount that may become due to any Party.
22. ASSIGNMENT. Except for a District Bond Trustee in connection with the issuance of the
District Bonds, this Agreement will not be assigned in whole or in part by any Party without the
prior written consent of the other Parties; provided, however, the following assignments and
transfers will not require any such consent: (a) Developer may assign all or a portion of this
Agreement to the District; (b) subject to written notice to the City and the Authority from
Developer containing the name and address of the lender or other party, Developer may pledge,
collaterally assign or otherwise encumber all or any part of its rights under this Agreement,
including its right to receive any payment or reimbursement, to any lender or other party that
provides acquisition, construction, working capital, tenant improvement or other financing to
Developer in connection with development of the Property and/or construction of the Eligible
Improvements; and (c) on and after Completion of Construction of the Project and subject to
written notice to the City and the Authority, the Developer may assign all or any part of its rights
under this Agreement to any purchaser of all or any portion of the Project. On and after
Completion of Construction of the Project and in the event that the Developer sells all or a portion
of the Project to a purchaser, and such purchaser accepts all or a part of the Developer’s obligations
hereunder, then Developer shall be released from all of its obligations hereunder that have been
assumed or accepted by such purchaser, provided, however, that no such release shall be effective
until the City and the Authority have received written confirmation that such purchaser has
assumed or accepted any such obligations hereunder. The Authority recognizes that Developer
may form, together with investors, a separate, special purpose entity to develop, own and/or
operate all or a portion of the Property or of the Eligible Improvements to be constructed thereon
and that one or more assignments of all or a portion of this Agreement may be required in
connection with such activities and such transfer(s) will not require any consent by the Parties.
Except as otherwise specifically set forth in Section 4.11 hereof, no covenants or
obligations of the Developer or the District hereunder shall run with the land.
23. COOPERATION REGARDING DEFENSE. In the event of any litigation or other legal
challenge involving this Agreement, the District Bonds, the validity of the Urban Renewal Plan,
the District, or any other material part or provision of this Agreement or the ability of any Party to
enter into this Agreement, the Parties will cooperate and jointly defend against such action or
challenge, to the extent permitted by law.
24. SECTION CAPTIONS. The captions of the sections 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.
25. ADDITIONAL DOCUMENTS OR ACTION.
26
25.1 The Parties agree to execute any additional documents or take any additional
action, including but not limited to estoppel documents requested or required by third parties,
including without limitation, lenders, tenants or potential purchasers, that is necessary to carry out
this Agreement or is reasonably requested by any Party to confirm or clarify the intent of the
provisions of this Agreement and to effectuate the agreements and the intent. Notwithstanding the
foregoing, however, no Party shall be obligated to execute any additional document or take any
additional action unless such document or action is reasonably acceptable to such Party.
25.2 If all or any portion of this Agreement, or other agreements approved in connection
with this Agreement are asserted or determined to be invalid, illegal or are otherwise precluded,
the Parties, within the scope of their powers and duties, will cooperate in the joint defense of such
documents and, if such defense is unsuccessful, the 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.
25.3 At the time of issuance of the District Bonds, each of the Authority and the City
shall deliver an opinion of counsel addressed to the District, or with a reliance letter delivered to
the District, with respect to this Agreement and the Urban Renewal Plan, which opinions shall state
in substance that the Agreement and the Urban Renewal Plan have been duly authorized, executed,
and delivered by the Authority and the City, as applicable, constitute valid and binding agreements
of the Authority and the City, as applicable, and are enforceable according to their terms, subject to
any applicable bankruptcy, reorganization, insolvency, moratorium, or other law affecting the
enforcement of creditors rights generally and subject to the application of general principles of
equity.
25.4 At the time of issuance of the District Bonds, the District shall deliver an opinion of
counsel addressed to the City and the Authority, or with a reliance letter delivered to the City and
the Authority, with respect to this Agreement, which opinion shall state in substance that the
Agreement has been duly authorized, executed, and delivered by the District, constitutes a valid
and binding agreement of the District, and is enforceable according to its terms, subject to any
applicable bankruptcy, reorganization, insolvency, moratorium, or other law affecting the
enforcement of creditors rights generally and subject to the application of general principles of
equity.
25.5 The City Manager shall have the authority to act on behalf of the City under this
Agreement and the Executive Director shall have the authority to act on behalf of the Authority
under this Agreement.
26. AMENDMENT. This Agreement may be amended only by an instrument in writing
signed by the Parties.
27. WAIVER OF BREACH. A waiver by any Party to this Agreement of the breach of any
term or provision of this Agreement must be in writing and will not operate or be construed as a
waiver of any subsequent breach by any Party.
28. GOVERNING LAW. The laws of the State of Colorado govern this Agreement. The
27
District Court of Larimer County will be the exclusive venue for any litigation.
29. BINDING EFFECT. This Agreement will inure to the benefit of and be binding upon the
Parties and their respective legal representatives, successors, heirs, and assigns, provided that
nothing in this paragraph permits the assignment of this Agreement except as set forth in Section
22.
30. EXECUTION IN COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which will be deemed an original and all of which will constitute but one and
the same instrument.
31. LIMITED THIRD-PARTY BENEFICIARIES. Except for the District Bond Trustee for
any District Bonds, direct lenders to the District that have been assigned rights hereunder in
accordance with Section 22, or any provider of credit enhancement for the District Bonds, this
Agreement is not intended and shall not be deemed to confer any rights on any person or entity not
named as a Party to this Agreement.
32. NO PRESUMPTION. The Parties and their attorneys have had a full opportunity to review
and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement
will be construed without regard to any presumption or other rule of construction against the Party
causing the Agreement to be drafted.
33. SEVERABILITY. If any provision of this Agreement as applied to any Party or to any
circumstance is adjudged by a court to be void or unenforceable, the same will in no way affect any
other provision of this Agreement, the application of any such provision in any other
circumstances or the validity, or enforceability of the Agreement as a whole.
34. DAYS. If the day for any performance or event provided for herein is a Saturday, a
Sunday, a day on which national banks are not open for the regular transactions of business, or a
legal holiday pursuant to Section 24-11-101(1), C.R.S., such day will be extended until the next
day on which such banks and state offices are open for the transaction of business.
35. 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.
36. PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any
other agreement, representation, or warranty to the contrary, the Parties will not be deemed to be
partners or joint venturers, and no Party is responsible for any debt or liability of any other Party.
37. NO WAIVER OF IMMUNITY. Nothing contained in this Agreement constitutes a waiver
of sovereign immunity or governmental immunity by any Party under applicable state law.
IN WITNESS WHEREOF, this Agreement is executed by the Parties as of December __,
2013.
28
FORT COLLINS URBAN RENEWAL AUTHORITY
_____________________________________
ATTEST: Chairperson
_____________________________
Executive Director
Notice Address:
Fort Collins Urban Renewal Authority
300 LaPorte Avenue
P.O. Box 580
Fort Collins, CO 80522
Attention: Darin Atteberry, Executive Director
Email: DATTEBERRY@fcgov.com
29
CITY OF FORT COLLINS, COLORADO
By:
Mayor/Mayor Pro Tem
(SEAL)
Attest:
_______________________
City Clerk
APPROVED AS TO FORM
_______________________
City Attorney
Notice Address:
City of Fort Collins
300 LaPorte Avenue
P.O. Box 580
Fort Collins, Colorado 80522
Attention: Steve Roy, Esq., City Attorney
Email: SROY@fcgov.com
30
FOOTHILLS METROPOLITAN DISTRICT
_________________________________
ATTEST: ________________________, President
_____________________________
Secretary
Notice Address:
c/o White, Bear and Ankele, P.C.
The Streets at Southglenn
2154 E.Commons Avenue, Suite 2000
Centennial, CO 80122
Attention: Kristen Bear
Email: kbear@wbapc.com
31
WALTON FOOTHILLS HOLDINGS VI, L.L.C.,
a Delaware limited liability company
By: Foothills Alberta Management, LLC,
a Colorado limited liability company
Its: Authorized Agent
By: ____________________________
Donald G. Provost
Its: Manager
Notice Address:
Walton Foothills Holdings VI, L.L.C.
5750 DTC Pkwy, Suite 210
Greenwood Village, CO 80111
Attention: Donald G. Provost
Email: ___________________
With a copy to:
Brownstein Hyatt Farber Schreck, LLP
410 Seventeenth Street, Suite 2200
Denver, CO 80202
Attention: Carolynne C. White, Esq.
Email: cwhite@bhfs.com
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
Foothills Mall:
PARCEL I - FEE SIMPLE:
Tract 2, The Foothills Fashion Mall Expansion, City of Fort Collins, County of Larimer, State of
Colorado.
PARCEL II - FEE SIMPLE:
Tract 3, The Foothills Fashion Mall Expansion, City of Fort Collins, County of Larimer, State of
Colorado.
PARCEL III - FEE SIMPLE:
Lot #1 of Replat of Tracts F, G and J and Vacated Service Road, Southmoor Village Fifth Filing,
City of Fort Collins, Colorado, a municipal corporation, according to the replat filed December 13,
1973, except that portion conveyed to the City of Fort Collins, for public use by Deed of
Dedication recorded April 21, 1989, as Reception No. 890178208, more particularly described as
follows:
A part of Lot 1 of the Replat of Tracts F, G and J and Vacated Service Road, Southmoor Village,
Fifth Filing, City of Fort Collins, County of Larimer, State of Colorado, which begins at a point
which bears South 00°12' East 105.36 feet from the Northeast corner of said Lot 1, and runs thence
South 00°12' East 137.44 feet; Thence along the arc of a 15.00 foot radius curve to the right a
distance of 17.77 feet, the long chord of which bears South 33°43'30" West 16.75 feet; Thence
along the arc of a 360.77 foot radius curve to the left a distance of 146.61 feet, the long chord of
which bears South 56°01'30" West 145.60 feet; Thence North 44°23' East 85.72 feet; thence along
the arc of a 243.83 foot radius curve to the left a distance of 189.80 feet, the long chord of which
bears North 22°05' East 185.04 feet to the Point of Beginning.
PARCEL IV - FEE SIMPLE:
A part of Tract T and U and a part of the vacated frontage road adjacent to said Tract U, Southmoor
Village Fifth Filing, City of Fort Collins, County of Larimer, State of Colorado, which begins at a
point on the West line of said Tract T which bears South 01°57' East 7.19 feet and again South
12°17'30" West 180.10 feet from the Northwest corner of said Tract T, and run thence North
89°45'30" East 243.55 feet to a point on the Northerly line of East Monroe Drive; Thence along
said Northerly right-of-way line, South 51°45' West 231.73 feet and again along the arc of a
193.41 foot radius curve to the right a distance of 127.73 feet, the long chord of which bears South
70°40'06" West 125.42 feet and again South 89°35'15" West 137.00 feet; Thence along the arc of a
15.00 foot radius curve to the right a distance of 23.56 feet, the long chord of which bears North
A1 - 2
45°24'45" West 21.21 feet; Thence North 00°24'45" West 169.17 feet along the East line of South
College Avenue; Thence North 89°45'30" East, 210.10 feet to the point of beginning.
Also:
A part of Tract T of Southmoor Village, Fifth Filing which begins at the Northwest corner of said
Tract T and run thence North 89°45'30" East 227.00 feet; Thence South 74°54' East 170.06 feet;
Thence South 00°14'30" East 24.45 feet to a point on the North line of Monroe Drive; Thence
along said North line along the arc of a 301.32 foot radius curve to the left a distance of 124.25
feet, the long chord of which bears South 63°33'47" West 123.37 feet, and again South 51°45'
West 95.97 feet; Thence South 89°45'30" West 243.55 feet; Thence North 12°17'30" East 180.10
feet; Thence North 01°57' West 7.19 feet to the point of beginning: AND a part of Tract U of
Southmoor Village, Fifth Filing, and a part of the vacated frontage road adjacent to said Tract U
which begins at the Northeast corner of said Tract U and run thence South 01°57' East 7.19 feet;
Thence South 12°17'30" West 180.10 feet; Thence South 89°45'30" West 210.10 feet to a point on
the East right-of-way line of South College Avenue; Thence North 00°24'45" West 183.00 feet;
Thence North 89°45'30" East 249.52 feet to the point of beginning; City of Fort Collins, County of
Larimer, State of Colorado.
EXCEPT that portion described in Partial Release recorded August 19, 1988 as Reception No.
88039190.
The above described Parcel IV is also known as:
A part of Tract T, Tract U and the vacated frontage road adjacent to the West side of Tract U, all in
Southmoor Village, Fifth Filing, City of Fort Collins, County of Larimer, State of Colorado, which
begins at the Northwest corner of said Tract T and runs thence North 89°45'30" East 225.25 feet;
Thence along the arc of a 140.00 foot radius curve to the right a distance of 61.50 feet, the long
chord of which bears South 12°49'33" East 61.00 feet; Thence South 00°14'30" East 97.00 feet;
Thence South 51°45' West 274.70 feet; Thence along the arc of a 193.41 foot radius curve to the
right a distance of 127.73 feet, the long chord of which bears South 70°40'06" West 125.42 feet;
Thence South 89°35'15" West 137.00 feet; Thence along the arc of a 15.00 foot radius curve to the
right a distance of 23.56 feet, the long chord of which bears North 45°24'45" West 21.21 feet;
Thence North 00°24'45" West 352.17 feet; Thence North 89°45'30" East 249.52 feet to the Point
of Beginning.
PARCEL V - FEE SIMPLE:
Tract A, The Foothills Fashion Mall Foley's Expansion, City of Fort Collins, County of Larimer,
State of Colorado.
PARCEL VI - FEE SIMPLE:
Tract 1 and Tract 7 of The Foothills Fashion Mall Expansion, City of Fort Collins, County of
Larimer, State of Colorado.
A1 - 3
PARCEL VII - FEE SIMPLE:
Tract 10 of The Foothills Fashion Mall Expansion, City of Fort Collins, County of Larimer, State
of Colorado.
PARCEL VIII - FEE SIMPLE:
Tract E, Southmoor Village, Fifth Filing, together with a tract of land beginning at the Southwest
corner of Tract E of Southmoor Village Fifth Filing and runs:
Thence South 89°45'30" West, 50.00 feet;
Thence North 00°24'45" West, 414.93 feet;
Thence North 89°35'15" East, 50.00 feet;
Thence South 00°24'45" East, 415.08 feet to the beginning, Larimer County, Colorado.
PARCEL IX - EASEMENTS:
Together with those rights and easements constituting rights in real property created, defined and
limited by that certain Easement Agreement recorded June 23, 1972 in Book 1509 at Page 306,
Amended Agreement recorded June 23, 1972 in Book 1509 at Page 316, Amended Construction,
Operation Reciprocal Easement Agreement recorded June 23, 1972 in Book 1509 at Page 201,
Restatement of Amended Construction, Operation and Reciprocal Easement Agreement recorded
May 31, 1979, in Book 1956 at Page 796, Amendment No. 1 to Restatement of Amended
Construction, Operation and Reciprocal Easement Agreement, recorded September 27, 1988 at
Reception No. 88042996, and Amendment No. 2 to Restatement of Amended Construction,
Operation and Reciprocal Easement Agreement recorded September 7, 1999 at Reception No.
99079223, Assignment and Assumption of Restatement of Amended Construction, Operation and
Reciprocal Easement Agreement recorded December 19, 2003 at Reception No. 20030158946,
and Assignment and Assumption of Restatement of Amended Construction, Operation and
Reciprocal Easement Agreement recorded January 30, 2004 at Reception No. 2004009265.
PARCEL X - EASEMENTS:
Together with those rights and easements constituting rights in real property created, defined and
limited by that certain Cross-Easement Agreement recorded September 7, 1988 at Reception No.
88042989, Grant of Easement recorded September 7, 1988 at Reception No. 88042997 and Grant
of Easement recorded January 26, 1993 at Reception No. 93005028.
PARCEL XI - EASEMENTS:
Together with those rights and easements constituting rights in real property created, defined and
limited by that certain Easement Agreement recorded April 24, 1997 at Reception No. 97025069.
A1 - 4
Macy's:
Tract "B" of The Foothills Fashion Mall Foley's Expansion, located in the Southwest Quarter of
Section 25, Township 7 North, Range 69 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 said Tract "B" as bearing North 89°47'08" East with all bearings
contained herein relative thereto:
Beginning at the Northwest corner of said Tract "B"; thence along said North line, North 89°47'08"
East, 147.00 feet to the Northwest corner of Tract "A" of said The Foothills Fashion Mall Foley's
Expansion; thence along the West and Southerly lines of said Tract "A" by the following four (4)
courses and distances, South 00°12'52" East, 180.00 feet; thence North 89°47'08" East 714.79 feet;
thence North 00°12'52" West,1 28.00 feet; thence North 89°47'08" East, 132.28 feet to a point on
the West right-of-way line of Stanford Road, said point being on a non-tangent curve concave to
the Northwest having a central angle of 14°33'25", a radius of 1319.21 feet and a long chord which
bears South 09°19'18" West, 334.27 feet; thence along the arc of said curve 335.17 feet; thence
South 16°36'00" West, 93.03 feet to a point being on a non tangent curve concave to the Southwest
having a central angle of 89°58'58", a radius of 15.00 feet and a long chord which bears North
28°24'00" West, 21.21 feet; thence along the arc of said curve 23.56 feet; thence North 73°24'00"
West, 242.72 feet; thence South 00°14;39: East, 306.31 feet; thence South 89°45'30" West, 329.50
feet; thence South 44°45'30" West, 98.72 feet; thence North 45°14'30" West, 48.00 feet; thence
South 44°45'30" West, 93.53 feet; thence North 45°14'30" West, 151.44 feet; thence South
44°45'30" West, 47.26 feet; thence North 00°14'30" West, 332.20 feet; thence North 89°47'00"
East, 99.70 feet; thence North 00°13'00" West, 280.13 feet to the Point of Beginning.
Sears:
Tract 8, The Foothills Fashion Mall Expansion to the city of Fort Collins, County of Larimer, State
of Colorado
Christy Sports:
Parcel One:
Tract "D" Southmoor Village Fifth Filing AND the following described portion of the vacated
frontage road vacated by Ordinance No. 98 as recorded in Book 1580 at page 897, which begins at
the Southwest corner of said Tract "D" and run
thence N 00°00'45" West 143.71 feet along the West line of said Tract D;
thence S 44°59'15" West 70.71 feet;
thence S 00°00'45" East 93.71 feet;
thence N 89°59'15" East 50.00 feet to the Point of Beginning,
together with the following described easement:
Parcel Two: (easement)
A1 - 5
A portion of Tract 8, Foothills Fashion Mall Expansion, formerly known as a part of Tract "C" of
Southmoor Village, Fifth Filing, in the City of Fort Collins, which begins at the Northeast corner
of Tract "D" of said Southmoor Village, Fifth Filing, and run
thence S 00°00'45" East 158.71 feet;
thence S 89°59'15" West 158.71 feet;
thence S 00°00'45" East 50.00 feet;
thence N 89°59'15" East 185.00 feet;
thence N 13°44 East 130.45 feet;
thence along the Arc of a 200 foot radius curve to the left a distance of 55.72 feet;
thence along the arc of a 35-foot radius curve to the right a distance of 31.81 feet;
thence along the Southerly line of Foothills Parkway, on the arc of a 359.23 foot radius curve to the
right a distance of 43.81 feet, and again along the Southerly line of Foothills Parkway South
89°59'15" West 29.29 feet to the Point of Beginning.
Subject to the terms, agreements, provisions, conditions and obligations as contained in Easement
Agreement recorded December 11, 1972, in Book 1532 at Page 904 and Assignment recorded
January 8, 1973, in Book 1536 at Page 448.
EXHIBIT B
DESCRIPTION OF THE FOOTHILLS
TAX INCREMENT FINANCING DISTRICT
A TRACT OF LAND LOCATED IN THE SOUTHWEST QUARTER OF SECTION 25 AND THE
SOUTHEAST QUARTER OF SECTION 26, TOWNSHIP 7 NORTH, RANGE 69 WEST OF THE
SIXTH P.M.; CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO; BEING
MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE WEST QUARTER CORNER OF SAID SECTION 25, AND CONSIDERING
THE WEST LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 25 AS HAVING AN
ASSUMED BEARING OF S00°04’53”W, SAID LINE BEING MONUMENTED ON ITS NORTH END
BY A 3" ALUMINUM CAP STAMPED LS 20123, AND ON ITS SOUTH END BY A 2-1/2"
ALUMINUM CAP STAMPED LS 14823, WITH ALL BEARINGS CONTAINED HEREIN RELATIVE
THERETO;
THENCE ALONG THE NORTHERLY BOUNDARY OF LOT 1 OF THE “REPLAT OF TRACTS F, G,
AND J, AND VACATED SERVICE ROAD, SOUTHMOOR VILLAGE, FIFTH FILING” AND THE
WESTERLY EXTENSION THEREOF, N89°52'45"E, A DISTANCE OF 314.48 FEET TO A POINT ON
THE WESTERLY RIGHT OF WAY LINE OF REMINGTON STREET;
THENCE CONTINUING ALONG SAID NORTHERLY BOUNDARY THE FOLLOWING FIVE (5)
COURSES:
1) ALONG THE WESTERLY RIGHT OF WAY LINE OF REMINGTON STREET, S00°05'37"W,
A DISTANCE OF 50.00 FEET;
2) ALONG THE SOUTHERLY RIGHT OF WAY LINE OF REMINGTON STREET, N89°52'45"E,
A DISTANCE OF 60.00 FEET;
3) S51°41'04"E, A DISTANCE OF 145.40 FEET;
4) S89°35'23"E, A DISTANCE OF 138.50 FEET;
5) N00°05'37"E, A DISTANCE OF 141.63 FEET;
THENCE CONTINUING ALONG SAID NORTHERLY BOUNDARY AND ITS EASTERLY
EXTENSION, N89°52'45"E, A DISTANCE OF 357.21 FEET TO A POINT ON THE EASTERLY
RIGHT OF WAY LINE OF MATHEWS STREET, SAID POINT ALSO BEING THE NORTHWEST
CORNER OF TRACT K, SOUTHMOOR VILLAGE, FIFTH FILING;
THENCE ALONG THE WESTERLY, SOUTHERLY, AND EASTERLY BOUNDARIES OF SAID
TRACT K THE FOLLOWING FIVE (5) COURSES:
1) ALONG SAID EASTERLY RIGHT OF WAY LINE OF MATHEWS STREET, S00°14'56"E, A
DISTANCE OF 215.33 FEET;
2) 23.98 FEET ALONG THE ARC OF A TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 91°36'53", AND A CHORD WHICH
BEARS S46°03'22"E A DISTANCE OF 21.51 FEET;
B - 2
3) 11.02 FEET ALONG THE ARC OF A REVERSE CURVE, HAVING A RADIUS OF 360.77
FEET, A CENTRAL ANGLE OF 01°45'00", AND A CHORD WHICH BEARS N89°00'07"E A
DISTANCE OF 11.02 FEET;
4) N89°52'37"E, A DISTANCE OF 173.52 FEET;
5) N00°07'23"W, A DISTANCE OF 230.12 FEET TO THE NORTHWEST CORNER OF TRACT B
OF THE FOOTHILLS FASHION MALL FOLEY’S EXPANSION;
THENCE ALONG THE NORTHERLY BOUNDARY OF TRACTS B AND A OF SAID FOOTHILLS
FASHION MALL FOLEY’S EXPANSION, N89°52'46"E, A DISTANCE OF 996.10 FEET TO A POINT
ON THE WESTERLY RIGHT OF WAY LINE OF STANFORD ROAD;
THENCE ALONG SAID WESTERLY RIGHT OF WAY LINE THE FOLLOWING SEVEN (7)
COURSES:
1) ALONG THE EASTERLY BOUNDARY OF TRACT B OF SAID FOOTHILLS FASHION
MALL FOLEY’S EXPANSION, 387.18 FEET ALONG THE ARC OF A NON-TANGENT
CURVE TO THE RIGHT, HAVING A RADIUS OF 1,319.30 FEET, A CENTRAL ANGLE OF
16°48'53", AND A CHORD WHICH BEARS S08°17'12"W A DISTANCE OF 385.79 FEET;
2) CONTINUING ALONG SAID EASTERLY BOUNDARY, S16°41'39"W, A DISTANCE OF
93.03 FEET;
3) ALONG THE EASTERLY BOUNDARY OF THE FOOTHILLS FASHION MALL
EXPANSION, S16°41'36"W, A DISTANCE OF 482.09 FEET;
4) CONTINUING ALONG SAID EASTERLY BOUNDARY, 327.62 FEET ALONG THE ARC OF
A TANGENT CURVE TO THE LEFT, HAVING A RADIUS OF 1,114.57 FEET, A CENTRAL
ANGLE OF 16°50'30", AND A CHORD WHICH BEARS S08°16'21"W A DISTANCE OF
326.44 FEET;
5) CONTINUING ALONG SAID EASTERLY BOUNDARY, S00°08'53"E, A DISTANCE OF
170.00 FEET;
6) CONTINUING ALONG SAID EASTERLY BOUNDARY, S05°51'32"E, A DISTANCE OF
110.54 FEET;
7) CONTINUING ALONG SAID EASTERLY BOUNDARY AND ITS SOUTHERLY
EXTENSION, S00°08'53"E, A DISTANCE OF 451.00 FEET TO A POINT ON THE
SOUTHERLY BOUNDARY OF THAT TRACT OF LAND DESCRIBED IN THE SPECIAL
WARRANTY DEED RECORDED OCTOBER 30, 2012 AT RECEPTION NO. 20120076539 IN
THE OFFICE OF THE LARIMER COUNTY CLERK AND RECORDER;
THENCE ALONG THE SOUTHERLY BOUNDARY OF THE TRACTS DESCRIBED IN THE DEEDS
RECORDED AT RECEPTION NO. 20120076539, RECEPTION NO. 20050022855, AND RECEPTION
NO. 2001099396, THE FOLLOWING SEVEN (7) COURSES:
1) 23.56 FEET ALONG THE ARC OF A NON-TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 90°00'00", AND A CHORD WHICH
BEARS N45°08'53"W A DISTANCE OF 21.21 FEET;
B - 3
2) S89°51'07"W, A DISTANCE OF 214.00 FEET;
3) 312.91 FEET ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT, HAVING A
RADIUS OF 398.41 FEET, A CENTRAL ANGLE OF 44°59'59", AND A CHORD WHICH
BEARS N67°38'53"W A DISTANCE OF 304.93 FEET;
4) N45°08'54"W, A DISTANCE OF 129.24 FEET;
5) 275.94 FEET ALONG THE ARC OF A TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 351.34 FEET, A CENTRAL ANGLE OF 45°00'00", AND A CHORD WHICH
BEARS N67°38'54"W A DISTANCE OF 268.90 FEET;
6) S89°51'06"W, A DISTANCE OF 199.36 FEET;
7) 23.56 FEET ALONG THE ARC OF A TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 90°00'00", AND A CHORD WHICH
BEARS S44°51'06"W A DISTANCE OF 21.21 FEET TO A POINT ON THE EASTERLY
RIGHT OF WAY LINE OF JOHN F. KENNEDY PARKWAY;
THENCE S89°51'06"W, A DISTANCE OF 66.00 FEET TO A POINT ON THE WESTERLY RIGHT OF
WAY LINE OF JOHN F. KENNEDY PARKWAY;
THENCE 23.56 FEET ALONG THE ARC OF A NON-TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 15.00 FEET, A CENTRAL ANGLE OF 90°00'00", AND A CHORD WHICH BEARS
N45°08'54"W A DISTANCE OF 21.21 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY
LINE OF EAST MONROE DRIVE;
THENCE ALONG SAID SOUTHERLY RIGHT OF WAY LINE THE FOLLOWING FIVE (5)
COURSES:
1) S89°51'06"W, A DISTANCE OF 12.16 FEET;
2) 146.82 FEET ALONG THE ARC OF A TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 221.32 FEET, A CENTRAL ANGLE OF 38°00'29", AND A CHORD WHICH
BEARS S70°50'52"W A DISTANCE OF 144.14 FEET;
3) S51°50'37"W, A DISTANCE OF 327.70 FEET;
4) 179.17 FEET ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT, HAVING A
RADIUS OF 273.41 FEET, A CENTRAL ANGLE OF 37°32'46", AND A CHORD WHICH
BEARS S70°37'00"W A DISTANCE OF 175.98 FEET;
5) S89°23'22"W, A DISTANCE OF 138.44 FEET;
THENCE 23.56 FEET ALONG THE ARC OF CURVE TO THE LEFT, HAVING A RADIUS OF 15.00
FEET, A CENTRAL ANGLE OF 90°00'00", AND A CHORD WHICH BEARS S44°23'23"W A
DISTANCE OF 21.21 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF SOUTH
COLLEGE AVENUE;
THENCE ALONG SAID EASTERLY RIGHT OF WAY LINE THE FOLLOWING TWO (2) COURSES:
1) ALONG THE WESTERLY BOUNDARY OF STRACHAN SUBDIVISION, SECOND FILING,
S00°19'07"E, A DISTANCE OF 576.93 FEET;
B - 4
2) CONTINUING ALONG SAID WESTERLY BOUNDARY, S45°28'37"E, A DISTANCE OF
44.78 FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF HORSETOOTH
ROAD AS SHOWN ON THE PLAT OF SAID STRACHAN SUBDIVISION, SECOND FILING;
THENCE S03°26'10"W, A DISTANCE OF 105.31 FEET TO A POINT ON THE SOUTHERLY RIGHT
OF WAY LINE OF HORSETOOTH ROAD AS SHOWN ON THE FIRST REPLAT OF 1ST CHOICE
BANK OF FORT COLLINS;
THENCE N88°14'59"W, A DISTANCE OF 154.42 FEET TO A POINT ON THE SOUTHERLY RIGHT
OF WAY LINE OF HORSETOOTH ROAD AND THE WESTERLY RIGHT OF WAY LINE OF
SOUTH COLLEGE AVENUE AS SHOWN ON THE REPLAT OF LOTS 1, 2, 3 & 4 – CREGER PLAZA
SUBDIVISION;
THENCE N00°32'51"W, A DISTANCE OF 100.00 FEET TO A POINT ON THE WESTERLY RIGHT
OF WAY LINE OF SOUTH COLLEGE AVENUE AS SHOWN ON THE PLAT OF MATTERHORN
P.U.D.;
THENCE ALONG THE WESTERLY RIGHT OF WAY LINE OF SOUTH COLLEGE AVENUE THE
FOLLOWING TEN (10) COURSES:
1) ALONG THE EASTERLY BOUNDARY OF LOT 1, MATTERHORN P.U.D., N44°33'53"E, A
DISTANCE OF 9.22 FEET;
2) ALONG THE EASTERLY BOUNDARY OF LOTS 1 AND 2, MATTERHORN P.U.D.,
N00°19'07"W, A DISTANCE OF 503.93 FEET;
3) ALONG THE NORTHERLY BOUNDARY OF LOT 2, MATTERHORN P.U.D., S53°56'23"W,
A DISTANCE OF 44.81 FEET;
4) ALONG THE EASTERLY BOUNDARY OF LOTS 2, 3, 4, 5 AND 11 OF SOUTH MESA
SUBDIVISION AND THE SOUTHERLY EXTENSION THEREOF, N00°19'07"W, A
DISTANCE OF 561.00 FEET;
5) N89°51'53"E, A DISTANCE OF 10.71 FEET;
6) N09°43'23"E, A DISTANCE OF 22.91 FEET;
7) 29.36 FEET ALONG THE ARC OF A NON-TANGENT CURVE TO THE LEFT, HAVING A
RADIUS OF 167.50 FEET, A CENTRAL ANGLE OF 10°02'32", AND A CHORD WHICH
BEARS N04°42'09"E A DISTANCE OF 29.32 FEET;
8) N00°19'07"W, A DISTANCE OF 198.22 FEET;
9) S89°58'15"W, A DISTANCE OF 7.27 FEET TO THE SOUTHEAST CORNER OF LOT B,
VILLA P.U.D.;
10) ALONG THE EASTERLY BOUNDARY OF SAID LOT B, N00°19'07"W, A DISTANCE OF
226.70 FEET TO A POINT ON THE SOUTHERLY BOUNDARY OF TRACT A, RICHIE’S
EXPRESS CARWASH SUBDIVISION;
THENCE ALONG SAID SOUTHERLY BOUNDARY OF TRACT A, AND ALONG THE
SOUTHERLY BOUNDARY OF TRACT A, MOURNING SUBDIVISION, N89°59'07"W, A
DISTANCE OF 665.15 FEET TO A POINT ON THE EASTERLY RIGHT OF WAY LINE OF
MCCLELLAND DRIVE AS SHOWN ON THE PLAT OF SAID MOURNING SUBDIVISION;
THENCE ALONG SAID EASTERLY RIGHT OF WAY LINE, N00°39'53"E, A DISTANCE OF 20.17
FEET;
THENCE 23.39 FEET ALONG THE ARC OF A CURVE TO THE RIGHT, HAVING A RADIUS OF
15.00 FEET, A CENTRAL ANGLE OF 89°21'00", AND A CHORD WHICH BEARS N45°20'23"E A
DISTANCE OF 21.09 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF WEST
FOOTHILLS PARKWAY AS SHOWN ON SAID MOURNING SUBDIVISION PLAT;
B - 5
THENCE ALONG SAID SOUTHERLY RIGHT OF WAY LINE, S89°59'07"E, A DISTANCE OF 213.00
FEET;
THENCE CONTINUING ALONG SAID SOUTHERLY RIGHT OF WAY LINE, 69.10 FEET ALONG
THE ARC OF A CURVE TO THE LEFT, HAVING A RADIUS OF 160.00 FEET, A CENTRAL ANGLE
OF 24°44'46", AND A CHORD WHICH BEARS N77°38'30"E A DISTANCE OF 68.57 FEET TO THE
WESTERLY BOUNDARY OF LOT 1, RICHIE’S EXPRESS CARWASH SUBDIVISION;
THENCE ALONG SAID WESTERLY BOUNDARY, S00°04'53"W, A DISTANCE OF 14.69 FEET;
THENCE ALONG THE SOUTHERLY BOUNDARY OF SAID LOT 1, S89°59'07"E, A DISTANCE OF
407.26 FEET TO A POINT ON THE WESTERLY RIGHT OF WAY LINE OF SOUTH COLLEGE
AVENUE;
THENCE ALONG THE WESTERLY RIGHT OF WAY LINE OF SOUTH COLLEGE AVENUE THE
FOLLOWING FOUR (4) COURSES:
1) ALONG THE EASTERLY BOUNDARY OF SAID LOT 1, N00°19'07"W, A DISTANCE OF 78.17
FEET;
2) CONTINUING ALONG SAID EASTERLY BOUNDARY, N00°04'53"E, A DISTANCE OF 86.83
FEET;
3) ALONG THE NORTHERLY BOUNDARY OF SAID LOT 1, N89°59'07"W, A DISTANCE OF
37.50 FEET TO THE SOUTHEAST CORNER OF LOT 3, MOURNING SUBDIVISION;
4) N00°04'53"E, A DISTANCE OF 870.84 FEET (BEING THE WESTERLY RIGHT OF WAY LINE
OF SOUTH COLLEGE AVENUE AS SHOWN ON THE MOURNING SUBDIVISION, THE
POUDRE VALLEY MOTORS SUBDIVISION, AND THE REPLAT OF THE SWALLOW
SUBDIVISION);
THENCE S89°57'07"E, A DISTANCE OF 100.00 FEET TO THE POINT OF BEGINNING.
CONTAINING 89.729 ACRES MORE OR LESS AND BEING SUBJECT TO ALL EASEMENTS AND
RIGHTS-OF-WAY OF RECORD OR THAT NOW EXIST ON THE GROUND.
I HEREBY STATE THAT THE ABOVE DESCRIPTION WAS PREPARED BY ME AND IS TRUE
AND CORRECT TO THE BEST OF MY PROFESSIONAL KNOWLEDGE, BELIEF, AND OPINION.
THE ABOVE DESCRIBED TRACT IS BASED UPON PREVIOUSLY RECORDED PLATS AND
DEEDS AND NOT UPON AN ACTUAL FIELD SURVEY.
JOHN STEVEN VON NIEDA, COLORADO P.L.S. 31169
FOR AND ON BEHALF OF THE CITY OF FORT COLLINS
P.O. BOX 580, FORT COLLINS, CO 80522
EXHIBIT C
DESCRIPTION OF THE PROJECT
The Project is a mixed-use redevelopment of the existing Foothills Fashion Mall, which
will include a commercial/retail component, a commercial parking structure and up to 800
multi-family dwelling units on the Property. In its final form, the Project may include additional
land adjoining the Property.
The Project will deliver the following components:
1. Demolish portions of the existing Foothills Fashion Mall and renovate the original
structure into a one-level, enclosed shopping mall with no less than 358,003square feet of
habitable space. Any portions of the Mall which are removed shall be processed in such a
way as to safely remove all asbestos and lead paint contaminants. Where possible all
remaining materials shall be recycled such as doors, windows, cabinets, and fixtures,
concrete and masonry, wood, metals, and cardboard. Compliance shall be certified by the
hauler through receipts and signed affidavits.
2. Demolish various free standing buildings including the Commons at Foothills Mall
buildings, the Shops at Foothills Mall buildings, the Plaza at Foothills Mall, The Corner
Bakery, Christy Sports, Tres Margaritas and the Youth Activity Center building. Buildings
or portions of buildings which are removed shall be processed in such a way as to safely
remove all asbestos and lead paint contaminants. Where possible all remaining materials
shall be recycled such as doors, windows, cabinets, and fixtures, concrete and masonry,
wood, metals, and cardboard. Compliance shall be certified by the hauler through receipts
and signed affidavits.
3. Construct eight new commercial buildings along South College Avenue, ranging from
approximately 6,300 square feet to 38,000 square feet of gross building area.
4. Construct six new retail buildings internal to the site northwest of the existing enclosed
mall ranging in size from approximately 8,500 square feet to 17,000 square feet of gross
building area.
5. Construct four new restaurants ranging in size from approximately 6,000 square feet to
8,000 square feet of gross building area.
6. Construct a new Foothills Activity Center to replace the Youth Activity Center, as
described in the Agreement and Exhibit F.
7. Construct a new theater building with no less than 42,500 square feet of gross building area
located southeast of the new restaurants.
8. Construct a large east green area and smaller west green plazas providing no less than
14,000 square feet of landscaped park for use by the general public, to anchor the
pedestrian network.
9. Construct no fewer than 978 parking spaces via a four level parking structure, and
additional surface parking spaces.
10. Construct no less than 446 and up to 800 multi-family units distributed among five
building ranging in height from two to five stories, and including a mix of subterranean,
surface, and structured parking spaces, all to be located in the Residential Component of
the Project.
11. High quality architectural and landscape design exceeding the City of Fort Collins Land
Use Code minimum standards and consistent in character with the approved Project
Development Plan dated February 7, 2013, including but not limited to, the following:
a. Fully shielded street, parking, pedestrian, and ornamental lighting;
b. Pedestrian oriented site amenities;
c. Hardscape materials and design;
d. Site drainage design incorporating runoff reduction measures and water quality
treatment, as described in the Fort Collins Stormwater Criteria Manual, to the
maximum extent practicable; and
e. Variety of high-quality building materials.
12. The final building detailing, materials, colors, and other site design details for the Project
are subject to Development Review staff review at the time of Final Plan and building
permit to assure the approved architecture and design and high quality materials.
13. The Project shall comply with the 2012 International Building Code, as approved by the
International Code Council, in addition to all other applicable City codes and legal
requirements.
14. All new construction activities and deconstruction activities for the Project shall utilize the
following standards that are used by the City of Fort Collins Operations Services
Department for the remodeling or demolition of City buildings: (i) recycle 100% of the
concrete, rock, asphalt, dirt, bricks and metal (excluding those containing hazardous
materials) and (ii) achieve 70% diversion by weight or volume of all other materials.
15. The Developer and/or the District shall comply with the following commitments as
discussed at the City workshop for the Project environmental sustainability:
a. Implement dust control measures, such as spraying water or covering
stockpiles on all construction areas where there will be significant soil
disturbances or heavy equipment activity, covering all loads, and
minimizing airborne emissions associated with loading and unloading
materials;
b. Implement construction equipment emissions controls, such as using lower
emissions equipment performing at Tier IV emissions levels, minimizing
the use of diesel generators, avoiding residential areas with construction
equipment emissions, and minimizing warm-up time for construction
equipment and vehicles;
c. Consider on-site renewables;
d. Incorporate sustainable building materials and local materials in the Project,
such as flagstone from local sources, to the extent feasible;
e. Incorporate low energy use lighting, such as LED or compact fluorescents,
wherever feasible in site and building functions;
f. Ensure no-VOC or low-VOC emissions products are used in the Project;
g. Install at least two plug-in electric vehicle charging stations and conduit for
additional stations on the Project site;
h. Minimize the use of asbestos containing materials in the Project;
i. Incorporate water conservation measures in the Project, such as indoor high
efficiency water fixtures and outdoor water features designed to maximum
sustainability and water conservation;
j. Minimize or prohibit vehicle idling on the Project site, including such
measures as avoiding the use of drive-throughs, and installing reminder
signs regarding the harmfulness of idling in delivery, parking and
drop-off/pick up areas, along with other efforts to encourage reduction in
vehicle idling;
k. Develop and implement a master plan for waste diversion from Mall
operations and public use, including establishment of a waste diversion goal
that includes retailer activities, residential areas and waste generation and
minimization and recycling by the general public using the Mall;
l. Incorporate features to promote multifamily recycling that exceed local and
industry standards;
m. Install and operate recycling depots for consolidation and processing of
materials in order to increase efficiency of recycling of materials from the
Mall, and establish and implement a plan for reuse of cardboard generated
at the Mall site;
n. Install and operate public recycling containers within the public space at the
Mall, and ensure that tandem recycling and trash bins are provided
throughout;
o. Encourage composting of food scraps from food-related activities and
establishments, and install small-scale on-site composting units, such as
“Earth Tubs;”
p. Encourage the use of compostable materials by food vendors at the Mall,
and discourage the use of Styrofoam and other non-compostable materials;
q. Construct the Project using measures that will accommodate ease of future
deconstruction, such as using screws instead of nails;
r. Utilize soil amendments as required in the City Code;
s. Use native plants as required in the Land Use Code;
t. Increase the transplanting of trees so as to maximize the number of existing
trees on the Mall site that are relocated on the site and preserved;
u. Create an underpass from the Mall site to MAX BRT system, as provided in
the Development Approvals;
v. Install and operate additional bike racks/lockers at the Mall and near the bus
stops, including capacity for no fewer than 1,400 bikes; and
w. Promote citizen and visitor education about environmental sustainability,
particularly in areas of public activities and events.
x. For all portions of the Project under the control of the Developer or the District, the
Project shall use the services of a single provider for recycling and waste hauling
services.
y. The Developer shall establish a Tenant Criteria Manual in collaboration with the
City to detail specific existing City Code requirements that may apply to tenant
finish projects and to highlight goals and objectives for tenant opportunities for
sustainable projects.
16. In addition, the Project shall include the following off-site improvements, together with
other off-site improvements as required by the Development Approvals:
a. Construct pedestrian connection, for the purpose of connecting the Project to the
Mason Corridor and MAX transit facility, from the Project along the existing
alignment of the Larimer No. 2 Ditch extending from McClelland Street to the
western property line of the Property. Pedestrian connection shall consist of a
12-foot wide concrete sidewalk, as well as a pedestrian underpass under College
Avenue that is a minimum of 12’ wide with 8’ of clearance, internally illuminated,
and constructed of concrete.
b. Realign Larimer No. 2 Ditch from its from its current location immediately north of
Red Lobster restaurant so that it flows underground in a box culvert, south within
the College Avenue frontage road and day lighting at its current location
immediately south of Monroe Avenue.
EXHIBIT D
ELIGIBLE COSTS AND ELIGIBLE IMPROVEMENTS
ELIGIBLE IMPROVEMENTS ELIGIBLE COSTS
Land Acquisition (for land underlying
District public improvements)
$ 5.5 million (Maximum amount; any surplus from
other line items may not be transferred
to this line item)
Parking Structure 9.6 million*
Demolition/ Abatement 3.9 million*
Furniture, Fixture & Amenities 1.4 million*
Foothills Activity Center 4.8 million (To the extent that Construction is
Completed on the Foothills Activity Center and such
construction conforms to the City Specifications set forth
in Exhibit F hereto, as confirmed by the City Manager, any
cost savings may be transferred to another line item)
Pedestrian Crossing / Culvert 3.0 million (Actual cost must be paid, even if it
exceeds this amount, which may
require a transfer from another line
item)
Relocation of Larimer County Canal No. 2
(including related land acquisition costs)
2.8 million*
Site Work 12.9 million*
Earthwork 2.3
Site Walls 0.7
Asphalt Paving 2.5
Striping & Signage 0.3
Curb & Gutter 0.5
Sidewalks 1.5
Landscaping/Irrigation 0.6
East Lawn – Landscaping & Irrigation 2.1
East Lawn – Sidewalks/Hardscapes 0.3
West Lawn – Landscaping & Irrigation 0.9
West Lawn – Sidewalks/Hardscapes 0.1
Tree Salvage/Storage/Maintenance Replant 0.3
Off-Site Work Asphalt Patching 0.2
Off-Site Work Signals/Right Turn Lanes 0.6
Utilities 4.5 million*
Sanitary Sewer 0.8
Storm Water 2.0
Water 1.0
Fire Water 0.7
Soft Costs 4.6 million (Maximum amount; any surplus from
other line items may not be transferred
to this line item)
Parking Structure A&E 0.7
FAC A&E 0.3
Engineering 1.3
Environmental/Abatement Management 1.3
Materials Testing & Geotechnical 0.6
Fort Collins URA 0.4
TOTAL $ 53.0 Million
* Within the asterisked line items amounts may shift due to (1) actual costs of construction, and
cost savings in one line item may be applied to cost overruns in other line items and/or (2) based on
final determination by Bond Counsel of the eligible amount of public use.
EXHIBIT E
PROCEDURE FOR DOCUMENTING, CERTIFYING AND PAYING ELIGIBLE COSTS
1. Applicability. All capitalized terms that are not specifically defined in this Exhibit E
will have the same meaning as defined in the Agreement. The Parties recognize and acknowledge
that in connection with issuance and sale of District Bonds, the District Bond Documents related to
such District Bonds may establish a different procedure for the requisition of District Bond
proceeds, in which event that procedure shall be substituted for the procedure in this Exhibit E to
the extent that they conflict with the procedures in this Exhibit E; provided, however, the Parties
agree to cooperate so that the District Bond Documents or bond documents related to District
Bonds will include a procedure for certifying the Eligible Costs payable under in-process
construction and other contracts to permit District Bond proceeds to be applied to direct payments
under such contracts.
2. Engineer. The District will select an independent licensed engineer experienced in the
design and construction of public improvements in the Fort Collins metropolitan area (the
“Engineer”). The Engineer shall be responsible for reviewing, approving, and providing the
certificate required by paragraph 3.
3. Documentation. The District or Developer as applicable will be responsible for
documenting all Eligible Costs. Eligible Costs may be certified when a pay application has been
submitted by a contractor that complies with the procedure set forth in this Exhibit E or upon
Completion of Construction of an Eligible Improvement. All such submissions shall include a
certification signed by both the Engineer and an authorized representative of the District or
Developer, as applicable. The certificate shall state that the information contained therein is true
and accurate to the best of each individual’s information and belief and, to the best knowledge of
such individual, qualifies as Eligible Costs. Such submissions will include copies of backup
documentation supporting the listed cost items, including bills, statements, pay request forms from
first-tier contractors and suppliers, conditional lien waivers, and copies of each check issued by the
District or the Developer for each item listed on the statement. The District or the Developer, as
the case may be, will allocate the Eligible Costs to the Eligible Improvements according to the
category for each listed in Exhibit D, and each requisition shall contain an aggregate running total
of the Eligible Costs in each category. Unless required by a District or Developer construction
contract then being performed, statements for payment of Eligible Costs shall not include advance
payments of any kind for unperformed work or materials not delivered and stored on the Property.
4. Verification, Submission, and Payment. Each payment request will be submitted to the
applicable District representative and the District Bond Trustee for review within ten (10) business
days. Such review is for the purpose of verifying that the work represented in each payment
request and supporting documentation complies with the requirements of this Agreement. Upon
the earlier of approval of such documentation or expiration of the ten (10) business day period, the
District Bond Trustee will make payments of Eligible Costs as set forth in such requisition request
from moneys on deposit in the Project Fund. A copy of each payment request will also be sent to
the City concurrently with submittal to the Bond Trustee.
EXHIBIT F
CITY SPECIFICATIONS FOR FOOTHILLS ACTIVITY CENTER
The Foothills Activity Center (also referred to as “FAC”) shall be constructed
consistent with Resolution 2006-096, of the City Council of the City of Fort Collins,
which established a “Leadership in Energy and Environmental Design” green building
certification goal for new municipal buildings. The FAC shall include a minimum total
of 18,091 square feet (Usable programming space plus circulation space). The FAC shall
incorporate the following programming spaces following the schematic layout that is
attached to determine space needs.
Program Square Feet (**)
Lobby Area (Including stairs and elevator) 1535 sf
Front Desk 180 sf
Offices (x4), work & copy area 900 sf
(2) Child Development Rooms 900 sf
1 Multi-Purpose Room (lower level) 1000 sf
Lower level storage 300 sf
1 Multi-Purpose Room (upper level) 800 sf
Fitness/Dance Room with Storage 1300 sf
Fitness Storage 390 sf
Cardio/Weight Room 2000 sf
Gymnasium 5820 sf
Restrooms / Changing Rooms 1000 sf
Gym Storage 500 sf
16,625 sf**
**Unless a different square footage is agreed to by the parties.
*Excludes Circulation
The Foothills Activity Center must meet or exceed the following criteria:
• The FAC must meet City approved design standards:
http://www.fcgov.com/opserv/design-standards.php -- LEED GOLD certifiable at
a minimum. Building to be certifiable as meeting the LEED GOLD standard, with
all required documentation and assurances provided to the City in a manner and
time that would allow for possible certification.
• The Developer must coordinate weekly and upon request with the City of Fort
Collins, Operation Services Department to ensure the project management team
has access to all information regarding this project.
• The Developer must participate in an integrated design program for the FAC, and
conform to the new requirements for Fort Collins Utilities Integrated Design
Assistance Program (IDAP) described
at: http://www.fcgov.com/utilities/business/conserve/rebates-
incentives/integrated-design-assistance
EXHIBIT F
Page 1 of 13
• Design lobby area so as to discourage loitering in that space. (Parents waiting to
pick up their child will be accommodated in an alternative area.)
• Interior finishes must meet or exceed the quality of finishes at NACC (Northside
Aztlan Community Center).
o Fitness/Dance floor and Gymnasium floor must meet or exceed the Ponder
quality of the wood floor.
o All finishes will be approved by the City Recreation Director
o The specification for the gym floor at Northside Aztlan Center is attached
• All spaces must be designed so as to be suitable for usage by both youth and
adults (Furniture sizes, restroom fixture heights, etc.)
• A space study is attached for planning and discussion purposes only. Final design
of FAC space shall be subject to review and approval by the City Recreation
Director.
• Upon completion of record drawings, the electronic media (cad or revit) files
must be provided to the City of Fort Collins, Operation Services Department.
• All building systems (such as, for example, plumbing, mechanical and heating,
ventilation and air conditioning) shall be designed and constructed to be
independent and separate from the systems for the remainder of the Mall A
commissioning process to demonstrate and inform appropriate City staff
regarding all such building systems shall be carried out in advance of transfer of
the FAC to the City.
• Gymnasium Equipment must include a keypad controlled Porter system or
equivalent and 6 basketball standards, wrestling mat hoist, volleyball standard and
divider net that can be stored in the ceiling of the gymnasium.
• Gymnasium acoustical sound barrier system must be agreed upon in advance by
the City Recreation Director.
• Signage must be provided on FAC entryways and on both sides of the exterior of
the FAC Gymnasium with the City of Fort Collins logo and the words Foothills
Activity Center to the extent allowed by City of Fort Collins sign code.
• The FAC must be designed and constructed to allow the City to secure it with the
City’s access control system.
• City fiber must be provided to allow City staff access to City network system.
o This must be closely coordinated with City’s IT department.
o Installation must be carried out by H&H Data, the City’s fiber contractor.
• Conduit must be installed throughout the FAC to enable the City to add security
cameras and wiring during a designated time in the construction process.
• Casework must be provided for a front desk that meets the quality standards at
NACC.
• Cabinets and sinks must be provided in child development rooms and multi-
purpose rooms that meet the quality standards at NACC.
• Data ports and electrical outlets must be provided throughout the FAC as
specified by the City Recreation Director.
• HVAC communication system must be provided that ties into the current City
Operation Services system, which is from Johnson Controls.
• IT closets must be provided that meet City standards.
EXHIBIT F
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• Full public access to and from the FAC from the parking structure walkway and
to the exterior must be provided, as well as to and from the Mall Common Area
during hours when the Mall is open to the public).
• Cardio/Weight Equipment satisfactory to the City must be provided to accessorize
the 2000 sq. ft.cardio area (Cardio equipment to meet or exceed Star Tek
recumbent bike model E-RB, upright bike model E-UB, stairmill model E-SM,
treadmill model E-TRx, cross trainer model E-CT, impact strength selectorize
equipment, dumbbells 5 lbs. – 80 lbs. plus rack, free weight equipment specified
by staff). The cardio area will require 4 wired TV’ outlets by the cardio area.
EXHIBIT F
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EXHIBIT G
ESTIMATED REVENUES FROM PROPERTY TAXES AND
ESTIMATED REVENUES FROM RESIDENTIAL PROPERTY
Year
50 mills Retail
Property Tax
50 Mills Residential
Property Tax
Retail Property
Tax TIF
Residential
Property Tax TIF
2013 -- -- -- --
2014 $650,079 -- -- --
2015 147,871 -- -- --
2016 147,871 -- -- --
2017 1,737,494 $278,054 $1,796,248 $470,672
2018 1,737,494 278,054 1,796,248 470,672
2019 1,772,244 283,615 1,832,173 480,085
2020 1,772,244 283,615 1,832,173 480,085
2021 1,807,689 289,288 1,868,817 489,687
2022 1,807,689 289,288 1,868,817 489,687
2023 1,843,843 295,073 1,906,193 499,481
2024 1,843,843 295,073 1,906,193 499,481
2025 1,880,720 300,875 1,944,317 509,471
2026 1,880,720 300,875 1,944,317 509,471
2027 1,918,334 306,994 1,983,203 519,660
2028 1,918,334 306,994 1,983,203 519,660
2029 1,956,701 313,134 2,022,867 530,053
2030 1,956,701 313,134 2,022,867 530,053
2031 1,995,835 319,397 2,063,325 540,654
2032 1,995,835 319,397 2,063,325 540,654
2033 2,035,751 325,785 2,104,591 551,467
2034 2,035,751 325,785 2,104,591 551,467
2035 2,076,466 332,301 2,146,683 562,497
2036 2,076,466 332,301 2,146,683 562,497
2037 2,117,996 338,847 2,189,617 573,747
2038 2,117,996 338,847 2,189,617 573,747
EXHIBIT H
PERMITTED USES OF FOOTHILLS MALL FUND
The Parties agree that the long-term viability and success of the Project will be
improved by creating a Foothills Mall Fund to be held by the District. It is the purpose of
this fund to provide resources for the continued upgrade and enhancement of the Project.
Specifically the upgrades and enhancements are intended to preserve the competitive
position of the Project in the market and maintain and/or enhance the overall aesthetic
quality of the Project. The Parties acknowledge and agree that any expenditure of funds on
deposit in the Foothills Mall Fund shall be constrained by and must be in compliance with
applicable State and federal law governing the use of such funds, which, in part, will be
governed by the source of such funds. In addition, the Parties acknowledge that the District
may only undertake activities and expend funds for purposes authorized by the Special
District Act.
Subject to the foregoing limitations, the following improvements are eligible for
reimbursement from the Foothills Mall Fund:
• Energy efficiency, renewable energy, and similar upgrades or improvements that
reduce the environmental impact of the project;
• Upgrades and improvements to or additional public amenities such as parks, plazas,
community gathering areas and streetscapes that enhance the aesthetics of the
Project;
• Upgrades and improvements to the pedestrian, bicycle, and vehicular circulation
and accessibility of the site, both interior and exterior to the Project site;
• Upgrades and improvements to the Project for public health and safety, either to
comply with new standards/regulations or to address unforeseen issues on the site
or from the development of the Project;
• Capital costs associated with the construction of additional gross leasable area, as
approved by the City Manager;
• In entirety or part, contributing to Capital Improvement Projects as identified by the
City of Fort Collins in the adopted Capital Improvement Plan; and
• Upgrades, improvements, or replacement of essential infrastructure required to
maintain the overall character of the Project, including:
o Replacement or maintenance of the roof,
o Maintenance of significant exterior common area features, such as
fountains, ice rinks, or similar features
o Maintenance of significant interior common area features, including
fountains, fire places, or similar features
The following improvements are not eligible for reimbursement from the Foothills Mall
Fund:
• Any operating or maintenance costs typically funded by the District from the
District Operating Revenues, except as set forth above;
• Any operating or maintenance costs typically funded by the Developer from
common area maintenance fees, charges, or assessments, except as set forth above;
• Any capital cost typically associated with the on-going maintenance of the Project,
including but not limited to:
o Repaving of parking lots;
o Replacement of landscaping identified on the original landscaping plan
approved by the Planning and Zoning Board (P&Z Board), on February 7,
2013, and later approved by City staff on the Final Development Plan;
o Replacement of site lighting, signs, or other decorations originally listed on
the plans approved by P&Z Board; and
o Any capital cost associated with releasing the original Gross Leasable Area,
unless otherwise noted.
EXHIBIT I
MAXIMUM ANNUAL NET DEBT SERVICE ON THE DISTRICT BONDS
Without the prior written consent of the City Manager, the District Bonds shall be
structured so that the debt service requirements on the District Bonds do not exceed the
maximum annual Net Debt Service amounts set forth below. Neither the total maximum
nor the maximum annual Net Debt Service are intended to limit the amount of Pledged
Revenue that can be collected in any year and used to pay debt service payments then due
on the District Bonds or deposited to a Supplemental Reserve Fund, if required by the
District Bond Documents.
Year
Maximum Annual Net Debt
Service Requirements
2013 $ 0(1)
2014 0(1)
2015 0(1)
2016 6,270,450
2017 6,270,450
2018 6,280,450
2019 6,369,598
2020 6,806,078
2021 6,899,644
2022 7,081,282
2023 7,182,472
2024 7,368,326
2025 7,470,324
2026 7,663,578
2027 7,768,716
2028 7,970,850
2029 8,079,756
2030 8,285,546
2031 8,402,570
2032 8,615,088
2033 8,737,024
2034 8,957,212
2035 9,083,724
2036 9,314,968
2037 9,442,738
2038 9,678,442 (2)
Total: $ 179,999,286
________________
(1) The debt service on the District Bonds in these years is expected to be paid
from capitalized interest.
(2) Additional debt service requirements on the District Bonds are expected to
be paid from amounts on deposit in the reserve fund securing the District Bonds.
to City
Base &
Dedicated
Sales Tax
Dec 17th
Excluding Dedicated Taxes
to City
Base &
Dedicated
Sales Tax
Dec 17th
anticipated sales tax is approximately $255 million.