HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 04/15/2014 - RESOLUTION 2014-032 AMENDMENT TO THE FOOTHILLS MALAgenda Item 17
Item # 17 Page 1
AGENDA ITEM SUMMARY April 15, 2014
City Council
STAFF
Darin Atteberry, City Manager
Mike Beckstead, Chief Financial Officer
SUBJECT
Resolution 2014-032 Approving an Amendment to the 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 amend the Foothills Mall Redevelopment Agreement. The Developer has asked
to amend Section 3.1 – Conditions Precedent to Issuance of District Bonds of the Agreement, to allow the
Metro District Bonds to be issued with 155k square feet of executed leases vs. the 240k square feet required in
the current agreement. The Developer is also asking for clarification to Section 4.3 – Construction of
Residential Component of Project: Affordable Housing, concerning the period of time the Developer may be
required to make payments to the City if there is a delay in the completion of the residential units.
STAFF RECOMMENDATION
Staff recommends adoption of the Resolution.
BACKGROUND / DISCUSSION
Amendment to Section 3.1(c)
Section 3.1 - Conditions Precedent to Issuance of District Bonds was included in the agreement to provide the
City assurance that prior to the City granting authorization to the District to issue the bonds that the project
financing is in place and all project approvals have been received. Section 3.1 details 7 conditions that must
be met by the Developer prior to the issuance of the District Bonds. The seven conditions are summarized
below:
a. District Financing Plan approved by the City Manager.
b. Provide evidence that the Developer has obtained all equity and private financing necessary to
construct the non-residential components of the Project.
c. Obtain 240k square feet of executed leased space with 120k square feet of tenants new to Fort
Collins at an average sales per square foot of $375.
d. Add-On PIF imposed in accordance with Section 4.7.
e. Obtain all Development Approvals for the Project.
f. Satisfactory opinion by District’s bond counsel.
g. No event of default shall have occurred.
The Developer has indicated they are prepared to meet 6 of these conditions and are requesting a modification
to 3.1(c), concerning the square footage of lease space required before issuance. The Developer currently
has approximately 90k square feet of leases executed and anticipates having approximately 195k square feet
leased by May 2014. A combination of factors has negatively impacted the current volume of executed leases:
Agenda Item 17
Item # 17 Page 2
1. The delay from an anticipated 2014 opening to a 2015 opening.
2. Timing uncertainty of the 2015 opening until the Redevelopment Agreement was signed in
January of 2014.
3. A leasing strategy that focuses on critical retailers first, who once signed, will attract other quality
retailers.
4. Retailers are currently focused on leases for 2014 openings and will focus on leases to support
2015 openings later in this year.
The Developer has requested an amendment to the agreement that would allow for the issuance of District
bonds with 155k square feet leased including 90k square feet of tenants new to Fort Collins. However, only
$23M of the $53M of bond proceeds would be released to the project. The remaining $30M of bond proceeds
would be held in escrow by the Bond Trustee and would only be released in tranches to the project as
additional leases are executed by the developer.
Table A
Lease Space Sq Ft Funds Released Percent of…
Tranche
Total
New to
Fort
Collins
Funds
Released
Assigned
to City
Improv
Orig
240k
Mall (less
Macy's)
Current
240k 120k $ 53 $ 8 100% 47%
Request
1 155k 90k $ 23 $ 3 65% 30%
2 205k 120k 33 1 85% 40%
3 255k 130k 43 2 106% 50%
4 310k 150k 53 2 129% 60%
Table A details the additional square feet of executed leases required by the developer to receive additional
funding. As each 50k of additional leases are executed, combined with a corresponding increase in leases
associated with tenants new to Fort Collins, funding will be released by the Bond Trustee in increments of
$10M. In comparison to the original agreement, the Developer must now obtain 310k square feet of executed
leases (60% of the total Mall) before all funds are made available (vs. 240k square feet (47% of the total Mall)
in the original agreement). The amount of leased space to tenants new to Fort Collins has also increased from
120k to 150k. In addition, a portion of each tranche released would be assigned to the Underpass and
Foothills Activity Center portion of the project.
Waiting until the developer has obtained the required 240k square feet of leased space prior to the issuance of
the bonds could have multiple adverse effects on the project:
1. The equity partner and the construction financier require all funding be closed simultaneously. A delay
in the issuance of the District Bonds will delay the closing on the construction financing.
2. A delay in the close of the project financing opens the possibility of rising interest rates adding
significant cost to the project.
3. Construction timing is critical, a delay of several weeks in closing all financing will delay construction
start-up which in turn will delay the opening in 2015.
4. A delay in the 2015 mall opening will void current executed leases which specify a 2015 opening.
5. A delay in the 2015 mall opening will put at risk other interested retailers given the projects timing
uncertainty. Some of these retailers may elect to locate elsewhere within the northern Colorado region
and be lost to the Mall project indefinitely.
Agenda Item 17
Item # 17 Page 3
The Developer’s Equity Partner has agreed to provide additional security and financing to support the project
and maintain the current timeline. Current equity investment in the project is approximately $57M and will
most likely increase by the time all financing is closed. This is 40% to 50% higher than their original intentions.
In addition, the Equity Partner has agreed to provide 100% recourse vs. the normal 50% recourse on the
$100M plus construction loan. Both actions demonstrate confidence in the project.
Risks and Implications Associated with the Amendment to Section 3.1(c):
Risks and implications associated with the amendment vary by party associated with the agreement. Risks
revolve around what can be described as “Start-Up Risk”. Start-Up Risk can be defined as the bonds are
issued but something catastrophic occurs that prevents the mall from being completed and fully leased out.
City Risk/Implications – In the event the bonds are issued and the mall is not completed, there is no financial
obligation on the part of the City beyond the pledge of Sales Tax Increment from sales at the Mall. Issuing the
bonds with 155k vs. 240k square feet of leased space does not increase financial risk to the City. The
structure of financing was intentionally set up to issue the bonds via the Metro District, avoid creating a debt
obligation on the part of the City and allow the City to avoid the Start-Up Risk.
Interest Rate Risk – Current macro-economic indicators point to a rising interest rate environment in the near
term. A delay in the issuance of the bonds in a rising rate environment could have a significant impact on the
financing cost of the project. A 1% increase in interest rates on the bonds (all else held constant) would
require an additional $17M of Sales Tax Increment from the URA to meet the bond payments. The Developer
would also potentially experience additional financing costs associated with the construction loan.
Developer Risk/Implications – The Developer will not have a financial gain with the proposed amendment.
The benefit to the Developer is the project would proceed on the current planned timeline without the adverse
impact of the effects of a delay described above.
Metro District Risk/Implications - The risk to the District is related to Start-Up Risk and when such an event
occurred relative to the square footage of executed leases.
If an event occurred after 240k square feet of leases are executed, in the current agreement, all $72M of
bonds would be issued and outstanding. In the amended agreement, only $33M of the bond proceeds would
have been disbursed and the remaining $20M of proceeds would be available for an extraordinary redemption
of outstanding bonds, thereby reducing the future obligations of the District. If the event occurred prior to the
Developer achieving 255k square feet of executed leases, the amended agreement would be beneficial to the
District. If such an event occurred after 310k square feet of executed leases were obtained, there is no
difference between the two alternatives.
If an event occurred after 155k square feet of leases were executed but before 240k square feet of leases
were executed, in the current agreement, no bonds would have been issued. In the amended agreement,
$23M to $33M of the bond proceeds would have been disbursed and the remaining $20M to $30M of proceeds
would be available for an extraordinary redemption of the outstanding bonds. There is risk in the amended
agreement during the time it takes the Developer to move from 155k to 240k square feet of leased space.
Again, there is no financial risk to the City in this case. This risk can be evaluated based on two factors –
probability and severity. The probability of an event occurring during the 4-6 months it will take the Developer
to acquire the 240k square feet of leases vs. the 155k square feet of leases is very low. The severity could be
high. Approximately $41M of bonds would be outstanding plus additional capitalized interest would be
incurred if $30M of proceeds were used for an early redemption. The Start-Up Risk exists with the current
agreement and with the amended agreement, the difference relates to whether an event would occur during
the next 4-6 months that would ultimately cause the Bonds to not be issued.
Because (1) there is no added risk to the City, (2) the risk to the District is not significantly different between
authorizing bonds with 240k of leased space vs. authorizing bonds with 155k of lease space and putting funds
in escrow that can only be fully released once 310k of space is leased,( 3) the risk of delay to the construction
Agenda Item 17
Item # 17 Page 4
timeline would most likely adversely impact the projects lease opportunities and completion dates, and 4)
potential higher interest rates with a late 2014 issuance would require additional sales tax increment to cover
bond payments, staff recommends making the requested modifications to the agreement.
Amendment to Section 4.3
Section 4.3 – Construction of Residential Component of Project: Affordable Housing. of the agreement was
intended to provide a partial offset to lost residential property tax increment in the event the developer does not
meet the construction completion dates described in section 4.3. The 50% payments of the lost property tax
revenue by the developer was intended to only be in effect until the residential units are completed and
property tax revenue begins to flow to the URA and then to the Metro District.
The current wording in the agreement has been questioned by the District bond council, who interpret the
current wording to require the developer to continue making the 50% payments after the residential units are
complete if the original construction completion dates in the agreement are not met.
Staff concurs this was not the intent of this section and agree clarification is needed to indicate the 50%
payment is only required if the construction completion dates within the agreement are not met and only until
the residential units are complete and tax revenue is realized by the Metro District.
The Council Finance Committee will review this on Friday, April 11. Draft minutes from that meeting will be
provided in the read-before packet on Tuesday, April 15.
FINANCIAL / ECONOMIC IMPACTS
Financial impacts are covered within the Risk/Implications section above.
ATTACHMENTS
1. First Amendment to Revdevelopment and Reimbursement Agreement-Redline version (DOCX)
2. Powerpoint presentation (PDF)
1
FIRST AMENDMENT TO
REDEVELOPMENT AND REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO REDEVELOPMENT AND REIMBURSEMENT
AGREEMENT (the “Amendment”) dated as of April __, 2014, 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
WHEREAS, on January 17, 2014, the Parties entered into that certain Redevelopment
and Reimbursement Agreement (the “Agreement”); and
WHEREAS, the Developer has requested an amendment to the Agreement that would
change one condition precedent to the issuance of District Bonds so as to allow their issuance
upon the Developer’s having leased 155,000 square feet, 90,000 of which must to be tenants new
to Fort Collins, rather than the currently required 240,000 square feet; and
WHEREAS, as a condition of agreeing to this change, the Developer has agreed to
certain restrictions on the release of a portion of the District Bond proceeds to tie their release to
additional leasing performance; and
WHEREAS, in addition, the Parties have determined that certain other clarifications to
the language of the Agreement will be mutually beneficial.
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. DEFINED TERMS AND RECITALS INCORPORATED. All terms used in this
Amendment and defined in the Agreement shall have the meanings ascribed to them in
the Agreement, except as otherwise expressly provided herein. All recitals set forth in
the Agreement and in this Amendment, above, are incorporated into the Agreement as
amended by this Amendment as though fully set forth in the body hereof.
2
2. DEFINITION ADDED. Section 1 of the Agreement is amendment to add a definition of
the term “Tenant New to Fort Collins”, as follows:
“Tenant New to Fort Collins” means any tenant other than a tenant that is relocating to
the Project an existing business that was operating under a City of Fort Collins sales tax license
as of the date of the Agreement or this Amendment.
3. AMENDMENT TO SECTION 3.1. Section 3.1 of the Agreement is hereby amended to
read as follows:
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 the following 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:
(1) Developer shall certify that it has expended no less than $57 million
on the Project, representing the Developer’s equity commitment as of the closing of the
District Bonds; and
(2) Developer shall demonstrate that it has a closed construction loan
with a commitment from the construction lender to fund an amount not less than the
difference between the construction costs of the Project and the total of the net bond
proceeds and the Developer’s equity commitment described in Section 3.1(b)(1), which
construction loan shall provide recourse for one hundred percent (100%) of the loan
amount against an entity (or entities) that own(s) substantially all of and controls(s) the
Developer. Such recourse may be subject to decreases over time as certain financial tests
and leasing tests are achieved. The City’s Financial Officer and City Attorney (or their
delegates) shall be entitled to review the loan agreement and related documents,
including, but not limited to, any promissory note and all related guarantees and deeds of
trust, to verify compliance with this requirement.
(c) The Developer shall have obtained executed lease agreements, excluding
the existing department store located on Larimer County Parcel Number 9725391002,
3
totaling at least 240,000155,000 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 90,000120,000 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 minimum
requirement of 120,000 square feet 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. The Developer shall certify to the City upon the
City’s request that the conditions of this Subsection (c), excluding verification of the
sales per square foot requirement, have been met in full.
(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 that the District Bonds have been validly issued and opining as to the tax-exempt
status of the bonds, which opinion shall be 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.
4. AMENDMENT TO SECTION 3.2. Section 3.2 is hereby amended to read as follows:
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:
(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
4
(iii) the Pledged Sales Tax Increment Revenues.
(b) The District Bond proceeds may only be made available to the District in
tranches, upon the achievement by Developer of threshold requirements for executed
leases for tenants as set forth in the table below. The parties acknowledge that, as
provided in Section 3.1(c) above, attainment of the threshold for the first such tranche is a
condition precedent of issuance of the District Bonds. As to tranches 1, 2 and 3 only, the
tenants comprising the required threshold shall have an average sales per square foot of at
least $375 in the aggregate based on average national sales. A portion of each tranche
shall be allocated to the Underpass and Foothills Activity Center improvements as set
forth in the table below. The balance of the available proceeds within each tranche may
be spent without restriction, except as otherwise set forth in this Agreement.
(c) If, on the third anniversary date of the issuance of the District Bonds, any
portion of the District Bond proceeds that has not been disbursed as a result of failure to
meet one or more leasing thresholds described in Section 3.2(b), then the remaining
undisbursed proceeds shall be used to carry out the mandatory extraordinary redemption
of a corresponding portion of the District Bonds.
(bd) 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:
5. AMENDMENT TO SECTION 4.1. Section 4.1 is hereby amended to read as follows:
Tranche
Cumulative Total
Square Feet of
Executed Lease
Agreements
Total Amount of
Bond Proceeds
Disbursed in
Tranche
Cumulative
Total Amount of
Bond Proceeds
Disbursed
Minimum Bond
Proceeds for
Underpass and
Foothills Activity
Center (FAC)
1 155,000 $23M $23M $3M (Underpass)
2 205,000 $10M $33M $1M (FAC)
3 255,000 $10M $43M $2M (FAC)
4 310,000 $10M $53M $2M (FAC)
5
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. Additionally, as
construction proceeds on the Project, Developer shall comply with the following requirements.
(a) Developer shall provide a monthly written status report to the City
regarding the status of construction of the Project with respect to the overall schedule.
The City acknowledges that Developer has identified or may identify certain information
contained in such reports as confidential, proprietary business information. The City
agrees that it will maintain the confidentiality of such information except as required by
applicable law. If the City is requested to disclose information identified by Developer as
confidential and if the City believes it is legally required to make disclosure of such
information, the City will notify Developer at least two business days prior to making
such disclosure, so as to permit Developer to propose appropriate redactions or seek a
judicial declaration preventing disclosure. The Developer shall reimburse the City for
any attorneys’ fees or costs incurred by the City or that the City is ordered to pay in
connection with such proceedings.
(b) Developer shall certify to the City prior to the release of each tranche of
District Bond proceeds as set forth in Section 3.2(b) that the total square footage of leases
to Tenants New to Fort Collins meets the minimum threshold for such tranche as set forth
in the table below:
Tranche
Total Square Feet of
Executed Lease Agreements
Total Leasing to
Tenants New to Fort Collins
1 155,000 90,000
2 205,000 110,000
3 255,000 130,000
4 310,000 150,000
(c) Developer shall also provide monthly reports to the City which include the
following information: (i) the percentage of the total square footage to be leased for
which leases have been executed; (ii) the percentage of the total square footage to be
leased for which letters of intent have been executed; and (iii) the percentage of the total
square footage to be leased that is under negotiation. The City acknowledges that
Developer has identified or may identify certain information provided under this
subsection as confidential, proprietary business information. The City agrees that it will
maintain the confidentiality of such information to the same extent and under the same
terms and conditions as set forth in Section 4.1(a), above.
6. AMENDMENT TO SECTION 4.3. Section 4.3 is hereby amended to read as follows:
6
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 applied toward principal on the District Bonds.
Said payment shall be made in each fiscal year until either: (1) the pledge of any Authority
Pledged Revenues has ceased; or (2) property taxes are due from the residential component of
the Project for 446 units that have been assessed as 100% complete.
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.
7. AMENDMENT TO SECTION 4.8. Section 4.8 of the Agreement is hereby amended to
read as follows:
4.8 Access to Property. Developer will make arrangements for representatives of the
City, including elected officials and staff, and the public, to participate in regular tours of the
Property during construction, which tours shall be conducted no less frequently than once per
month. Additionally, 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
7
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.
8. VALIDITY OF REMAINING PROVISIONS. All provisions of the Redevelopment
Agreement that are not expressly amended herein shall remain in full force and effect and
continue to bind the parties thereto.
IN WITNESS WHEREOF, this Amendment is executed by the Parties as of April __,
2014.
FORT COLLINS URBAN RENEWAL AUTHORITY
_____________________________________
Gerry Horak, Vice Chairperson
ATTEST:
_____________________________
Darin Atteberry, 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
8
CITY OF FORT COLLINS, COLORADO
By:
Gerry Horak, Mayor Pro Tem
(SEAL)
ATTEST:
_______________________
Wanda Nelson, City Clerk
APPROVED AS TO FORM
_______________________
Carrie Mineart Daggett, Deputy City Attorney
Notice Address:
City of Fort Collins
300 LaPorte Avenue
P.O. Box 580
Fort Collins, Colorado 80522
Attention: Carrie Mineart Daggett, Esq., Deputy City Attorney
Email: cdaggett@fcgov.com
9
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
10
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: dgp@albdev.com
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
1
Foothills Mall
Redevelopment
First Amendment to
Redevelopment Agreement
April 15, 2014
2
Developer Request
1. Modification to Section 3.1(c) concerning leased space
required prior to City authorization to issue Metro District
Bonds
2. Clarification to Section 4.3 concerning payment required of
the Developer if the residential units are not completed on
time
3
Seven Conditions Precedent to Issuance of Bonds
Developer has Indicated All Conditions Will Be Met
With The Exception of (c)
a) Financing Plan approved by City Manager – demonstrates sufficient
pledged revenue to meet debt service requirements
b) Obtained all equity and private financing necessary to construct the
non-residential component of the project
c) 240k square feet of executed leased space with 120k square feet
new tenants to Fort Collins
d) Add-On PIF imposed in accordance with Section 4.7
e) Developer obtained all Development Approvals for the Project
f) Satisfactory opinion by District’s bond counsel
g) There is no event of default
4
Section 3.1(c) Request
Allows Bonds to be Issued with 155k sq. ft. of Leased Space….
$23M of Funds Disbursed….
Remaining Funds Released as Leasing Grows to 310k sq. ft.
Current Agreement requirement prior to bond issuance:
• Developer to have obtained 240k of executed lease agreements
• 120k of the 240k to be new tenants to Fort Collins
• If 60k-120k of new tenants – subject to consent of City Manager
• Leases to have an average sales per square foot of at least $375
Modification Requested:
• Bonds issued with 155k of executed lease agreements
• 90k of the 155k to be new tenants to Fort Collins
• Leases to have an average sales per square foot of at least $375
• $23M of $53M in bond proceeds released to Developer
• Remaining $30M held in escrow & released in $10M tranches as additional
leases signed – final release at 310k
• Portion of leases new to Fort Collins is laddered to total leases
5
Section 3.1(c) Request
Equity Position and Recourse Commitment are Above Normal….
Demonstrates Confidence in the Project
Total
New to
Fort
Collins
Funds
Released
Assigned
to City
Improv
Orig 240k
Mall (less
Macy's)
Current
240k 120k $ 53 $ 8 100% 47%
Request
155k 90k $ 23 $ 3 65% 30%
205k 120k 33 1 85% 40%
255k 130k 43 2 106% 50%
310k 150k 53 2 129% 60%
Lease Space Sq Ft Funds Released Percent of…
Additional Considerations by the Developer & Equity Partner:
• Equity Position higher than original intent
• Equity Partner 100% recourse on the construction loan
• Monthly status reports on leasing & Quarterly tours of the project
($ millions)
6
Risk & Implications
No Additional Financial Risk to the City….
District Risk Related to a Low Probability Event in next 6 Months
City Financial Risk:
• No financial risk to the City – Metro District Bonds
• Avoids interest rate risk associated with late 2014 issuance
Developer Financials:
• No benefit to the Developer’s financial position
Metro District Risk:
• Start-Up Risk – bonds are issued and the Mall is not completed
• Bonds issued with 155k sq. ft. of leased vs. 240K sq. ft.
• If Start-Up Risk occurs between 155k & 240k
• Added Risk - bonds are issued and project stalls
• If Start-Up Risk occurs after 240k leased
• Reduced or Equal Risk - $30M bond pay down results in
$41M bonds outstanding after 3 years.
7
Critical Mass & Timing
Critical
Mass
Required
Redevelopment
Agreement
Leasing
Strategy
Equity
Financing
Construction
Timeline
All Elements Must Come Together Simultaneously….
Date Which Can Impact Leasing Strategy
All Elements Must Come Together Simultaneously….
If One Element is Delayed, the Ripple can Impact the Completion
Date Which Can Impact Leasing Strategy
• Redevelopment Agreement
linked to Date Certainty
• Date Certainty Influences
Leasing Strategy
• All Financing Needs to Close
Simultaneously
• Financing Needs to Close in
Time to Allow Construction
to Achieve Completion Date
8
Section 4.3 Clarification
Clarification Requested is Consistent with the Original Intent
• Intent of the original Section 4.3 was to require the Developer to
pay 50% of the lost property tax increment in the event the
residential units were delayed.
• But only until such time as the residential units are built and
property tax increment is being paid.
• Clarification added to Section 4.3:
“Said payment shall be made in each fiscal year until either: 1) the
pledge of any authority pledged revenue has ceased; or 2) property
taxes are due from the residential component of the Project for 446
units that have been assessed as 100% complete.”
9
Developer Request
1. Modification to Section 3.1(c) concerning leased space
required prior to City authorization to issue Metro District
Bonds
2. Clarification to Section 4.3 concerning payment required of
the Developer if the residential units are not completed on
time
- 1 -
RESOLUTION 2014-032
OF THE COUNCIL OF CITY OF FORT COLLINS
APPROVING AN AMENDMENT TO THE
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 among the
City of Fort Collins (the “City”), the Fort Collins Urban Renewal Authority (the “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, on January 14, 2014, the City Council adopted Resolution 2014-004,
approving an updated Redevelopment and Reimbursement Agreement among the City, the
Authority, the Developer, and the District regarding the redevelopment of Foothills Mall (the
“Agreement”); and
WHEREAS, in Resolution 2013-42 and Resolution 2014-004, the City Council stated its
finding that it is in the best interests of the City to provide financial assistance to the Foothills
Mall redevelopment project (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 January 17, 2014, the final version of the Agreement was signed by all
parties, and was placed on file in the Office of the City Clerk; and
WHEREAS, following the completion of the Agreement, the Mall Project has continued
to move forward, and a formal groundbreaking ceremony for the Mall Project took place on
February 26, 2014; and
WHEREAS, the Developer has requested an amendment to the Agreement that would
change one condition precedent to the issuance of District bonds so as to allow their issuance
upon the Developer’s having leased 155,000 square feet, 90,000 of which must to be tenants new
to Fort Collins, rather than the currently required 240,000 square feet; and
WHEREAS, as a condition of the City agreeing to this change, the Developer has agreed
to certain restrictions on the release of a portion of the District bond proceeds to tie their release
to additional leasing performance; and
- 2 -
WHEREAS, in addition, $8 million in District bond proceeds allocated to the College
Avenue Underpass and Foothills Activity Center elements of the Mall Project will be reserved
exclusively for that purpose, as part of the release conditions; and
WHEREAS, in order to document and make enforceable these proposed terms and
conditions, the parties have also negotiated modifications to the language of the Agreement that
are described in the First Amendment to Redevelopment and Reimbursement Agreement
attached hereto as Exhibit “A” and incorporated herein by this reference (the “Amendment”);
and
WHEREAS, City staff has recommended that the City agree to the proposed changes to
the leasing conditions set forth in the Amendment, to avoid the costs and other detriments
associated with a delay in the issuance of the District bonds called for under the Agreement; and
WHEREAS, as part of the Amendment, the Developer has also agreed to provide
additional security and financing to support the Mall Project and maintain the current timeline
for completion; and
WHEREAS, in light of the foregoing, the City Council desires to approve the
Amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF
FORT COLLINS, as follows:
Section 1. Ratification and Approval of Prior Actions. The City Council hereby
ratifies, approves and confirms all action heretofore taken (not inconsistent with the provisions of
this Resolution) by the City Council or the officers of the City Council or the City named in this
Resolution relating to the Mall Project, the execution and delivery of the Agreement and the
Amendment, and the performance of the City’s obligations under the Agreement and related
documents.
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 Agreement and the
Amendment 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 Amendment. The Amendment, in substantially the form
attached hereto as Exhibit “A”, is in all respects approved, authorized and confirmed.
- 3 -
Section 4. Authorization to Execute. The Mayor of the City is hereby authorized and
directed to execute and deliver the Amendment, for and on behalf of the City, in substantially the
form and with substantially the same content as attached, provided that the approval hereby
given to the Amendment 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 Amendment by the Mayor shall be conclusive evidence of the
approval by the City Council of the same in accordance with the terms of this Resolution and the
Amendment.
Section 5. Amendment Incorporated in District Service Plan. It is the intent of the
City Council that the Amendment, as approved hereunder, shall, upon final preparation and
signing, be attached to the Amended Service Plan of the District, together with the Agreement, as
a nonmaterial amendment to the Amended Service Plan.
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 of this Resolution and the Amendment.
Section 7. Severability. If any section, subsection, paragraph, clause or provision of
this Resolution or the Amendment 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 Amendment, 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.
- 4 -
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this
15th day of April, A.D. 2014.
_________________________________
Mayor Pro Tem
ATTEST:
_____________________________
City Clerk
1
FIRST AMENDMENT TO
REDEVELOPMENT AND REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO REDEVELOPMENT AND REIMBURSEMENT
AGREEMENT (the “Amendment”) dated as of April __, 2014, 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
WHEREAS, on January 17, 2014, the Parties entered into that certain Redevelopment
and Reimbursement Agreement (the “Agreement”); and
WHEREAS, the Developer has requested an amendment to the Agreement that would
change one condition precedent to the issuance of District Bonds so as to allow their issuance
upon the Developer’s having leased 155,000 square feet, 90,000 of which must to be tenants new
to Fort Collins, rather than the currently required 240,000 square feet; and
WHEREAS, as a condition of agreeing to this change, the Developer has agreed to
certain restrictions on the release of a portion of the District Bond proceeds to tie their release to
additional leasing performance; and
WHEREAS, in addition, the Parties have determined that certain other clarifications to
the language of the Agreement will be mutually beneficial.
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. DEFINED TERMS AND RECITALS INCORPORATED. All terms used in this
Amendment and defined in the Agreement shall have the meanings ascribed to them in
the Agreement, except as otherwise expressly provided herein. All recitals set forth in
the Agreement and in this Amendment, above, are incorporated into the Agreement as
amended by this Amendment as though fully set forth in the body hereof.
EXHIBIT A
2
2. DEFINITION ADDED. Section 1 of the Agreement is amendment to add a definition of
the term “Tenant New to Fort Collins”, as follows:
“Tenant New to Fort Collins” means any tenant other than a tenant that is relocating to
the Project an existing business that was operating under a City of Fort Collins sales tax license
as of the date of the Agreement or this Amendment.
3. AMENDMENT TO SECTION 3.1. Section 3.1 of the Agreement is hereby amended to
read as follows:
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 the following 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:
(1) Developer shall certify that it has expended no less than $57 million
on the Project, representing the Developer’s equity commitment as of the closing of the
District Bonds; and
(2) Developer shall demonstrate that it has a closed construction loan with
a commitment from the construction lender to fund an amount not less than the difference
between the construction costs of the Project and the total of the net bond proceeds and
the Developer’s equity commitment described in Section 3.1(b)(1), which construction
loan shall provide recourse for one hundred percent (100%) of the loan amount against an
entity (or entities) that own(s) substantially all of and controls(s) the Developer. Such
recourse may be subject to decreases over time as certain financial tests and leasing tests
are achieved. The City’s Financial Officer and City Attorney (or their delegates) shall be
entitled to review the loan agreement and related documents, including, but not limited
to, any promissory note and all related guarantees and deeds of trust, to verify compliance
with this requirement.
(c) The Developer shall have obtained executed lease agreements, excluding
the existing department store located on Larimer County Parcel Number 9725391002,
3
totaling at least 155,000 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 90,000
square feet shall be leased to Tenants New to Fort Collins. The Developer shall certify to
the City upon the City’s request that the conditions of this Subsection (c), excluding
verification of the sales per square foot requirement, have been met in full.
(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 that the District Bonds have been validly issued and opining as to the tax-exempt
status of the bonds, which opinion shall be 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.
4. AMENDMENT TO SECTION 3.2. Section 3.2 is hereby amended to read as follows:
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:
(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) The District Bond proceeds may only be made available to the District in
tranches, upon the achievement by Developer of threshold requirements for executed
leases for tenants as set forth in the table below. The parties acknowledge that, as
provided in Section 3.1(c) above, attainment of the threshold for the first such tranche is a
condition precedent of issuance of the District Bonds. As to tranches 1, 2 and 3 only, the
4
tenants comprising the required threshold shall have an average sales per square foot of at
least $375 in the aggregate based on average national sales. A portion of each tranche
shall be allocated to the Underpass and Foothills Activity Center improvements as set
forth in the table below. The balance of the available proceeds within each tranche may
be spent without restriction, except as otherwise set forth in this Agreement.
(c) If, on the third anniversary date of the issuance of the District Bonds, any
portion of the District Bond proceeds that has not been disbursed as a result of failure to
meet one or more leasing thresholds described in Section 3.2(b), then the remaining
undisbursed proceeds shall be used to carry out the mandatory extraordinary redemption
of a corresponding portion of the District Bonds.
(d) 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:
5. AMENDMENT TO SECTION 4.1. Section 4.1 is hereby amended to read as follows:
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. Additionally, as
construction proceeds on the Project, Developer shall comply with the following requirements.
(a) Developer shall provide a monthly written status report to the City
regarding the status of construction of the Project with respect to the overall schedule.
The City acknowledges that Developer has identified or may identify certain information
Tranche
Cumulative Total
Square Feet of
Executed Lease
Agreements
Total Amount of
Bond Proceeds
Disbursed in
Tranche
Cumulative
Total Amount of
Bond Proceeds
Disbursed
Minimum Bond
Proceeds for
Underpass and
Foothills Activity
Center (FAC)
1 155,000 $23M $23M $3M (Underpass)
2 205,000 $10M $33M $1M (FAC)
3 255,000 $10M $43M $2M (FAC)
4 310,000 $10M $53M $2M (FAC)
5
contained in such reports as confidential, proprietary business information. The City
agrees that it will maintain the confidentiality of such information except as required by
applicable law. If the City is requested to disclose information identified by Developer as
confidential and if the City believes it is legally required to make disclosure of such
information, the City will notify Developer at least two business days prior to making
such disclosure, so as to permit Developer to propose appropriate redactions or seek a
judicial declaration preventing disclosure. The Developer shall reimburse the City for
any attorneys’ fees or costs incurred by the City or that the City is ordered to pay in
connection with such proceedings.
(b) Developer shall certify to the City prior to the release of each tranche of
District Bond proceeds as set forth in Section 3.2(b) that the total square footage of leases
to Tenants New to Fort Collins meets the minimum threshold for such tranche as set forth
in the table below:
Tranche
Total Square Feet of
Executed Lease Agreements
Total Leasing to
Tenants New to Fort Collins
1 155,000 90,000
2 205,000 110,000
3 255,000 130,000
4 310,000 150,000
(c) Developer shall also provide monthly reports to the City which include the
following information: (i) the percentage of the total square footage to be leased for
which leases have been executed; (ii) the percentage of the total square footage to be
leased for which letters of intent have been executed; and (iii) the percentage of the total
square footage to be leased that is under negotiation. The City acknowledges that
Developer has identified or may identify certain information provided under this
subsection as confidential, proprietary business information. The City agrees that it will
maintain the confidentiality of such information to the same extent and under the same
terms and conditions as set forth in Section 4.1(a), above.
6. AMENDMENT TO SECTION 4.3. Section 4.3 is hereby amended to read as follows:
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:
6
(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 applied toward principal on the District Bonds.
Said payment shall be made in each fiscal year until either: (1) the pledge of any Authority
Pledged Revenues has ceased; or (2) property taxes are due from the residential component of
the Project for 446 units that have been assessed as 100% complete.
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.
7. AMENDMENT TO SECTION 4.8. Section 4.8 of the Agreement is hereby amended to
read as follows:
4.8 Access to Property. Developer will make arrangements for representatives of the
City, including elected officials and staff, and the public, to participate in regular tours of the
Property during construction, which tours shall be conducted no less frequently than once per
month. Additionally, 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
7
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.
8. VALIDITY OF REMAINING PROVISIONS. All provisions of the Redevelopment
Agreement that are not expressly amended herein shall remain in full force and effect and
continue to bind the parties thereto.
IN WITNESS WHEREOF, this Amendment is executed by the Parties as of April __,
2014.
FORT COLLINS URBAN RENEWAL AUTHORITY
_____________________________________
Gerry Horak, Vice Chairperson
ATTEST:
_____________________________
Darin Atteberry, 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
8
CITY OF FORT COLLINS, COLORADO
By:
Gerry Horak, Mayor Pro Tem
(SEAL)
ATTEST:
_______________________
Wanda Nelson, City Clerk
APPROVED AS TO FORM
_______________________
Carrie Mineart Daggett, Deputy City Attorney
Notice Address:
City of Fort Collins
300 LaPorte Avenue
P.O. Box 580
Fort Collins, Colorado 80522
Attention: Carrie Mineart Daggett, Esq., Deputy City Attorney
Email: cdaggett@fcgov.com
9
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
10
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: dgp@albdev.com
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