HomeMy WebLinkAboutCOUNCIL - AGENDA ITEM - 05/01/2001 - FIRST READING OF ORDINANCE NO. 81, 2001, AUTHORIZI AGENDA ITEM SUMMARY ITEM NUMBER: 16
FORT COLLINS CITY COUNCIL DATE: May 1, 2001
STAFF: Alan Krcmarik
SUBJECT:
First Reading of Ordinance No. 81, 2001, Authorizing the Issuance of Variable Rate Economic
Development Revenue Bonds for the Residence at Oakridge Project.
RECOMMENDATION:
Staff recommends adoption of the Ordinance on First Reading.
FINANCIAL IMPACT:
Under the federal and state laws governing the use of tax-exempt private activity bonds, the City may issue the
bonds, but may not use its own revenues to support the project. The project will generate the revenue required
to repay the bonds. In the event the project does not generate sufficient revenue, the bondholders may request
payment from the letter of credit provider or the insurer of the transaction. The total amount of private activity
bonds to be issued will not exceed $3,550,000. The project proponent, National Healthcare Associates, or the
limited partnership that will be formed may use its resources to pay for the bonds or issue additional taxable
bonds to finance the project. The expected total cost of the project will be $4.9 million. The bond allocation
amount consists of $800,000 from the State of Colorado, $1,579,750 from Latimer County, and $1,178,750
from the City of Loveland.
EXECUTIVE SUMMARY:
On February 15, 2000, Council adopted Resolution 2000-32 indicating its willingness to issue
tax-exempt private activity bonds for the Residence at Oakridge Project. On February 6, 2001,
Council adopted Resolution 2001-18 extending the time for the Project to complete the
financing. The financing team has completed the negotiations required to issue the bonds. The
project is a multi-family assisted-living project for low-income frail elderly individuals. The
project is located along McMurry Drive in the Oakridge Business Park. National Healthcare
Associates, the Project proponent, estimates the total cost of the project to be $4.9 million with
$3,555,000 economic development bonds (a form of private activity bonds). The project will
contain 44 living units with a total of 58 beds. Of the total, 50% will be reserved for persons
whose incomes do not exceed 60% of the Area Median Income. This qualifies the Project as a
low-income rental project. The remaining units will be leased at market rates.
BACKGROUND:
In late 1999, National Healthcare Associates approached the City with the concept for this
project. The City had also received another affordable rental housing project from another
developer. Based on the review and recommendation of the Affordable Housing Board, the City
used its year 2000 private activity bond allocation to support the other project. Based on the
DATE: May 1, 2001 2 ITEM NUMBER: 16
discussions with the Affordable Housing Board and the Finance Committee, Finance Department
staff contacted Larimer County and the City of Loveland to determine if their allocations for the
year 2000 would be available. Both Loveland and Larimer County assigned their allocations to
the City of Fort Collins. Staff then applied for additional allocation from the Statewide balance
of private activity bond allocation and the State Allocation Committee provided an additional
$800,000.
A copy of the Agenda Item Summary from February 15, 2000, which provides a complete
description of the Project, is attached.
Under the federal tax laws and the Colorado Revised Statutes, the City's role in this transaction is
to be the Issuer of the Bonds. The proceeds of the Bonds will be loaned to the National
Healthcare Associates or a corporation to be formed for the purpose of owning the project
according to the terms of the Loan Agreement to provide the financing of the project.
SOURCES AND USES
The sources and uses of funds to pay the costs of the Project are estimated to be as follows:
Sources of Funds:
Tax Exempt Bonds Proceeds ............................. $3,555,000
Taxable Financing Proceeds ................................... 255,000
Proponent's Equity .................................................. 672,000
Deferred Developer Fee .......................................... 343,653
Proceeds from Developer Loan ........................ 120,081
Total Sources ......................................... $4,945,734
Uses of Funds:
Project Costs ...................................................... $4,181,378
Soft Costs (Survey, title, appraisal, legal) ................. 79,500
Reserves (Capitalized Interest and Operating) ........ 338,551
Letter of Credit ........................................................ 116,590
Financing Costs .................................................. 229,715
Total Uses .............................................. $4,945,734
Sources and uses are estimates and will likely change prior to second reading.
STRUCTURE OF BOND ISSUE
The objective of this financial transaction is to achieve the lowest possible borrowing costs for
the Project through tax-exempt financing. In return for the tax-exempt financing, the City's
public policy of supporting affordable housing is accomplished. The underwriter believes this
can best be accomplished by structuring the transaction using variable rate bonds. Using this
technique, interest rates fluctuate and reset periodically. The underwriter is estimating an
interest rate of about 4.8% on the variable rate bonds.
DATE: May 1, 2001 3 ITEM NUMBER: 16
The Bond documents set up the repayment schedule. The documents supporting this transaction
have estimated the following principal repayment schedule:
Date of Principal Principal Amount
Redemption to be Redeemed
2001 $ 0
2002 0
2003 40,000
2004 40,000
2005 45,000
2006 50,000
2007 50,000
2008 60,000
2009 70,000
2010 70,000
2011 80,000
2012 80,000
2013 85,000
2014 90,000
2015 100,000
2016 100,000
2017 110,000
2018 115,000
lip 2019 125,000
2020 130,000
2021 140,000
2022 150,000
2023 155,000
2024 165,000
2025 175,000
2026 185,000
2027 200,000
2028 210,000
2029 225,000
2030 240,000
2031 255,000
2032 270,000
Debt service schedule includes the $255,000 of taxable bonds with the $3,555,000 of tax-exempt
financing. Payments are scheduled to be made on June 1 and December I of each year.
According to the City of Fort Collins policies regarding issuance of tax-exempt financing for this
type of project, the City charges an issuer's fee when the bonds are issued. However, for
affordable housing projects the fee may be waived to lower the cost of the project. Staff has
recommended and the bond financing documents are written with the issuer's fee waived.
DATE: May 1, 2001 4 ITEM NUMBER: 16
This project is consistent with the City of Fort Collins policies regarding affordable housing and
with its private activity bond policies. The project will provide housing for low-income elderly
that have assisted living needs. Staff recommends adoption of the Ordinance on First Reading.
AGENDA ITEM SUMMARY ITEM NUMBER: 22
FORT COLLINS CITY COUNCIL DATE: February 15, 2000
STAFF: plan Krcmarik
SUBJECT:
Resolution 2000-32 Setting Forth the Intention of the City to Issue Multi-Family Housing Revenue
Bonds for the National Healthcare Associates Residence at Oakridge Assisted Living Project and
Authorizing the Execution of an Assignment Agreement and a Delegation Agreement with Larimer
County.
RECOMMENDATION:
Staff recommends adoption of the Resolution. The Affordable Housing Board's recommendation
will be forwarded to Council prior to the meeting on February 15.
FINANCIAL IMPACT:
The private activity bonds that would be issued by the City for this project cannot be obligations of
the City of Fort Collins. The City serves only as the sponsor and issuer of the bonds for the project.
The debt service on the bonds would be repaid from revenue generated by the project. The debt
service on the private activity bonds does not constitute a debt of the City. The City had an
allocation of $2,756,250 of private activity bonds for 2000 and used this allocation for the Fox
Meadows Apartments Project. Larimer County's allocation ($1,579,750) is available. If the City
7 ("OTFA")
induces the project,the proponents will apply for the County's allocation and for additional private
activity bond allocation from the Statewide Balance or the Colorado Housing Finance Authority
EXECUTIVE SUMMARY:
In late December 1999,Mr.Robert Mattrazo,a representative of the National Healthcare Associates
Project(the"Project"),contacted staff members of the Advance Planning and Finance Departments.
The organization has requested the City consider issuing private activity bonds for the purpose of
acquiring property,constructing and equipping an assisted living multifamily housing project in the
southeast part Fort Collins. The Project would qualify as a low-income rental housing project.
The project is located along McMurray Drive in Oakridge Business Park. Forty-four units(58 beds)
will be included in the project. Of the total, 50% of the units (beds)will be affordable to persons
whose incomes do not exceed 60%of the Area Median Income. The remaining units will be leased
at market rental rates.
Passage of this Resolution will allow the City to issue up to $4.5 million in tax-exempt private
activity bonds for the purpose of constructing the project. The issuance is contingent on the Project
receiving an additional allocation from the Statewide Balance or the Colorado Housing Finance
Authority. The Resolution also authorizes the execution of an Assignment Agreement and a
Delegation Agreement with the County, which would carry out the proposed assignment of the
County's allocation to the City. The execution of those agreements is made contingent upon the
DATE: February 15, 2000 2 ITEM NUMBER: 22
receipt of the necessary additional allocations for the Project. The proposal is consistent with the
City's adopted policies regarding the issuance of multi-family rental housing bonds.
Staff finds that the project is consistent with Council's goal of increasing the quality of affordable
housing in the City. The project also serves a special niche in the housing market, that of low-
income seniors that require some assistance in the course of their daily lives. The project proponent
has prepared and submitted an application to secure an the additional Private Activity Bond
Allocation from the Statewide Balance of private activity bonds. Based on Council's action on the
resolution,the City will support the project proponent in its application to Larimer County and the
competitive statewide balance. The deadline for applications for allocations is J u 2 2000.
BACKGROUND: C CC Py
One of the Council's top priority work plan goals for since 1995 has been to increase the quality and
affordability of housing. In 1984 the City adopted policies for the issuance of tax exempt bonds that
would acquire, rehabilitate, or maintain the supply of low-income housing. Through the adoption
of Resolution 84-179, specific criteria were set to allow the City the opportunity to pursue its
commitment to affordable housing in accordance with State and Federal legislation and regulations.
Although the project proponent is seeking support for the Project from the State,CB FA,and Larimer
County, the City's support for the Project is crucial, since the Project would be located in the City.
As a general rule,the City,rather than the County, issues private activity bonds for projects such as
this one that will be located within the City. The Concorde Project has been evaluated according to
the criteria for issuance of multi-family revenue bonds set forth in Resolution 84-179. Below,staff
has provided a summary of the project and then the evaluation.
The Project
The Residence at Oakridge Project is planned to be a 44-unit assisted living multi-family project in
the southeast part of Fort Collins. The site is located along McMurray Drive in the Oakridge
Business Park ( see the attached map). The project will contain 44 unit, 58 beds. The project is
designed as one-story residential units.
Financing for the project also includes tax credits. The Project may apply for other affordable
housing programs offered by the City, thereby improving the overall financial viability of the
project.
According to the information received from the Project proponents,the tenancy for at least 29(50%
of the Project) of the beds will be affordable for residents making no greater than 60% of the area
median income. The Project proponents have indicated that some of the units may be reserved at
even lower income levels should the financing and cash flow allow.
Tenant eligibility and proof of meeting the targeted income clientele will be provided for in the and
be regulated by deed restrictions of the tax credit allocation.
DATE: February 15, 2000 3 ITEM NUMBER: 22
Criterion#1 .
The City's policy requires'a minimum of 20%of the units be rented to families at or below 70%of
median income. The state guidelines are more restrictive,requiring at least 40% of the units to be
rented to households at 60% of the area median income. The materials presented for the project
indicate that 50% of the units will be affordable to households at 60% of area median income or
lower. Therefore, the first policy criterion is met by the project. COPY
Criterion#2
For restricted units,the rents must be set at 30%of 70%of median income. The rents for this project
will have 45% of the units' monthly rents set at or below 30% of 60% of area median income.
The project meets this criterion.
RENT CALCULATIONS
The Residence at Oakridge Project Rent Calculations
The Residence at Oakridge is an assisted living project. Unit sizes and rents are not directly
comparable to typical multi-family apartment projects financed with private activity bonds. The
table below illustrates unit type, size and mix.
Type of Unit Unit Size Number and Type of ' Number of Set-Aside Market
(#Beds/#Bath) in so.ft. Units Beds Set-Aside Rent Rent
Medicaid Shared 380 12 24 24 $309 n/a
Private(2/1)
Shared Private 380 2 4 0 n/a $365
(2/1)
Small Private 225 6 6 5 $433 $433
(1/1)
Large Private 330 24 24 0 n/a $605
Based on projected cash flows, staff and the Affordable Housing Board have requested that the
project proponents attempt to reserve a portion of the"set-aside"units for persons with income lower
than 60% of the Area Median Income.
Criterion#3
The City's policy is to request that the owner of the projects provide an additional rent subsidy for
the 20% restricted units. (The rent subsidy is provided in lieu of collection the City's normal
issuance fee.)
This project will have 50%of the beds reserved for persons at 60% of the area median income. In
addition, this project serves the frail elderly population. Because this is not a typical low to
moderate income project, it is difficult to apply the additional rent subsidy policy.
DATE: February 15, 2000 4 ITEMNUMBER: 22
Criterion#4 COPY
This criterion requires the use of#2 and#3 to calculate the actual rents for the restricted units. The
proponent has agreed to do so.
Criterion#5
This criterion requires final approval for the project by the Planning and Zoning Board. Further,any
rights for appeal need to have expired. The underlying zoning for the subject property supports the
proposed land use.
Criterion#6
This criterion requires that amenities for the low-income units be the same as other units in the
project. The proponent states that access to complex amenities are open to all residents. All units
will have the same features and quality.
This criterion will be met.
Criterion#7
The owner of the project must meet all Federal and State requirements for the bonds. It is the
applicant's intention to meet all requirements. The bond documents for the project will comply with
the requirements.
This criterion will be met.
Criterion#S
Monitoring of the project management to meet the Federal and State requirements will be assigned
to the bond trustee. Bond documents will be drafted with this stipulation. The term of the rent
restrictions will be 25 years according to the requirements of the Colorado Housing Finance
Authority.
Criterion#9 and#10
These criteria allow the City to deny a project even if all criteria are met or to vary criteria #1
through#4.
Recommendation
Staff recommends adoption of the Resolution as it supports Council's goal of increasing the quality
and affordability of housing and is consistent with the adopted policies for multi-family housing
private activity bonds. The Affordable Housing Board had not completed its recommendation at the
time this packet went to print. Staff will provide the Board's recommendation as soon as it is
available.
ORDINANCE NO. 81,2001
AN ORDINANCE AUTHORIaNG THE ISSUANCE AND SALE OF THE CITY
OF FORT COLLINS, COLORADO VARIABLE RATE ECONOMIC
DEVELOPMENT REVENUE BONDS (THE RESIDENCE AT OAKRIDGE
PROJECT) SERIES 2001A IN AN AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED $3,555,000 AND THE CITY OF FORT COLLINS, COLORADO
TAXABLE VARIABLE RATE ECONOMIC DEVELOPMENT REVENUE
BONDS (THE RESIDENCE AT OAKRIDGE PROJECT) SERIES 2001B IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $300,000 TO
FINANCE ACQUISITION,CONSTRUCTION AND EQUIPPING OF A HEALTH
CARE FACILITY FOR THE RESIDENCE AT OAKRIDGE,LLC; RATIFYING
CERTAIN ACTION HERETOFORE TAKEN;ACKNOWLEDGING THE USE OF
AN OFFICIAL STATEMENT AND DELEGATING THE AUTHORITY FOR THE
EXECUTION AND DELIVERY BY THE CITY OF A CERTAIN TRUST
INDENTURE, LOAN AGREEMENT, REGULATORY AGREEMENT AND
DECLARATION OF RESTRICTIVE COVENANTS, BOND PURCHASE
AGREEMENT, SUCH BONDS AND CLOSING DOCUMENTS IN
CONNECTION THEREWITH; MAKING DETERMINATIONS AS TO THE
SUFFICIENCY OF REVENUES AND AS TO OTHER MATTERS RELATED TO
THE PROJECT; AND REPEALING ACTION HERETOFORE TAKEN IN
CONFLICT HEREWITH.
BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS,
COLORADO, as follows:
Section 1. That the City Council of the City of Fort Collins, Colorado (the
"Council" and the "City," respectively) hereby finds and determines that:
(a) The City is authorized by the County and Municipality Development Revenue
Bond Act, constituting Sections 29-3-101 through 29-3-123, inclusive,Colorado Revised Statutes
(the "Act"),to finance one or more projects,including any land,building or other improvement,and
all real and personal properties, whether or not in existence, which shall be suitable for health care
facilities to the end that more adequate heath care facilities may be provided, which promote the
public health, welfare, safety,convenience and prosperity.
(b) The Residence at Oakridge, LLC, a Florida limited liability company (the
"Company")has presented to the City a proposal whereby the City would finance pursuant to the Act
an assisted living facility(the"Project")providing certain health care services that would also qualify
under Section 142(d) of the Internal Revenue Code of 1986, as amended, as a multifamily rental
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housing project due to the Company's set aside of forty percent(40%a)of the units in the Project for
tenants whose adjusted gross income(anticipated total annual income)does not exceed 60 percent
(60%) of the area median gross income.
(c) The Act authorizes the City(i)to issue its revenue bonds for the purpose of
defraying the cost of financing or refinancing any project and all incidental expenses incurred in
connection with the issuance of such bonds, (ii) to enter into financing agreements with others for
the purpose of providing revenues to pay the bonds authorized to be issued under the Act and upon
such terms and conditions as the Council of the City may deem advisable, and (iii) to secure the
payment of the principal of,premium, if any, and interest on such bonds as provided in the Act.
(d) The Project will be located within the City, will be owned by the Company
and will consist of an assisted living facility and land upon which such facility will be located.
(e) On February 15, 2000, the Council of the City adopted Resolution 2000-32
expressing its willingness to issue bonds to finance the Project and amended that Resolution in its
adoption of Resolution 2001-19 on February 6, 2001, extending the deadline for issuance of the
bonds.
(f) The Council hereby determines that the acquisition of the Project and the
financing of the costs of the Project are in the best interest of the inhabitants of the City and will
accomplish the purposes and objects of the Act by providing more adequate health care facilities
which promote the public health, welfare, safety, convenience and prosperity.
(g) The Council has determined that it is advisable and in the best interests of the
City to issue its Variable Rate Economic Development Revenue Bonds(The Residence at Oakridge
Project)Series 2001A in an aggregate principal amount not to exceed$3,555,000(the"Series 2001 A
Bonds")and its Taxable Variable Rate Economic Development Revenue Bonds(The Residence at
Oakridge Project) Series 2001B in an aggregate principal amount not to exceed $300,000 (the
"Series 2001B Bonds")(together,the Series 2001A Bonds and the Series 2001B Bonds are referred
to herein as the 'Bonds"), to sell and deliver the Bonds to U.S. Bancorp Piper Jaffray Inc., the
Underwriter of the Bonds(the "Underwriter")by negotiated sale,which will better serve the public
interest, to provide financing to the Company for the Project pursuant to the terms of a Loan
Agreement as further described below.
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(h) U.S.Bank National Association,a national banking association(the"Bank"),
will issue an irrevocable direct-pay Letter of Credit in favor of the Trustee, for the account of the
Company, obligating the Bank to pay to U.S. Bank Trust National Association as trustee (the
"Trustee") during the periods described therein, upon request and in accordance with the terms
thereof,the amounts described therein for the purpose of making certain payments on or with respect
to the Bonds(other than Bonds pledged to the Bank,which Bonds shall not be entitled to any benefit
of the Letter of Credit).
(i) There have been presented to the Council (i) the proposed form of Loan
Agreement dated as of May 1, 2001 (the "Loan Agreement"), between the City and the Company,
(ii) the proposed form of Trust Indenture with respect to the Bonds, dated as of May 1, 2001 (the
"Indenture"),between the City and the Trustee,(iii)the proposed form of Regulatory Agreement and
Declaration of Restrictive Covenants dated as of May 1,2001 (the"Regulatory Agreement")among
the City,the Trustee and the Company,(iv)the proposed form of Letter of Credit to be issued by the
Bank for the benefit of the Trustee, (v) the proposed form of the Bond Purchase Agreement with
respect to the Bonds (the 'Bond Purchase Agreement") among the City, the Company and the
Underwriter and (vi) the proposed form of Official Statement prepared in connection with the
offering of the Bonds.
0) The Council is authorized by the Supplemental Public Securities Act,Article
57 of Title 11 of Colorado Revised Statutes, as amended (the "Public Securities Act'), to delegate
to any of its members, chief executive officer, or chief financial officer the authority to sign a
contract for the purchase of securities or to accept a binding bid for securities and, in addition,may
delegate the following determinations to such member or officer without any requirement that the
issuing authority approve such determinations:(a)the rate of interest on securities;(b)the conditions
on which and the prices at which the applicable securities may be redeemed before maturity; (c)the
existence and amount of any capitalized interest or reserve funds;(d)the price at which the securities
will be sold;(e)the principal amount and denominations of the securities;(f)the amount of principal
maturing in any particular year; and(g) the dates on which principal and interest shall be paid.
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(k) The Council hereby determines that it is in the City's best interest to delegate
to its City Manager (the "City Manager") certain of the specific powers enumerated in the Public
Securities Act as more specifically provided in this ordinance.
Section 2. That all action(not inconsistent with the provisions of this ordinance)
heretofore taken by the Council and the officers of the City directed toward the financing of the
Project and the issuance and sale of the Bonds therefor be,and the same is hereby,ratified,approved
and confirmed.
Section 3. That the City shall finance the Project,subject to the terms of the Loan
Agreement,the Indenture and the Regulatory Agreement,by the issue,sale and delivery of the Bonds
to obtain funds to fund the loan to the Company in order to provide financing to the Company for
the Project.
Section 4. That to defray the cost of financing the acquisition,construction and
equipping of the Project,there is hereby authorized and created a series of revenue bonds designated
"City of Fort Collins, Colorado, Variable Rate Economic Development Revenue Bonds (The
Residence at Oakridge Project) Series 2001A" in an aggregate principal amount not to exceed
$3,555,000 and a series of revenue bonds designated "City of Fort Collins, Colorado, Taxable
Variable Rate Economic Development Revenue Bonds(The Residence at Oakridge Project)Series
2001B" in an aggregate principal amount not to exceed$300,000,issuable as fully registered bonds
without coupons in denominations of$100,000 or any integral multiple of$5,000 in excess thereof,
each dated as of the date of issuance of the Bonds,bearing interest at such Variable Rates(as defined
in the Indenture) as are determined by U.S. Bancorp Piper Jaffray Inc., as remarketing agent (the
"Remarketing Agent") until such time, if any, as the interest rate on the Bonds is converted to a
Fixed Rate (as defined in the Indenture). Interest on the Bonds shall be payable on each Interest
Payment Date (as defined in the Indenture) and shall not exceed a maximum net effective interest
rate of 10%per annum with respect to the Series 2001 A Bonds and a maximum net effective interest
rate of 14% per annum with respect to the Series 2001B Bonds, which interest rates are hereby
determined to be the maximum net effective interest rates for each series of the Bonds. The Series
2001A Bonds and the Series 2001B Bonds shall mature as determined by the City Manager,
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provided the maturity of the Series 2001A Bonds shall not be later than December 1, 2032 and the
maturity of the Series 2001B Bonds shall not be later than December 1, 2010.
The Bonds shall be payable,shall be subject to redemption prior to maturity,and shall
be in substantially the forms as set forth in the Indenture. Pursuant to the Bond purchase Agreement,
the Bonds shall be purchased by the Underwriter at a purchase price equal to the par amount of the
Bonds less an underwriting fee of not to exceed 2.25% of the principal amount of the Bonds. The
purchase price for the Bonds shall be approved by the City Manager and shall be evidenced by the
terms of the Bond Purchase Agreement as executed by the City Manager .
The maturities of the Bonds and the principal amount of each series shall be approved
by the City Manager and shall be evidenced by the terms of the Indenture and the Bond Purchase
Agreement as executed by the Mayor,City Manager,the City Clerk and the City's Financial Officer,
as appropriate.
Section 5. That the following determinations and findings are hereby made in
accordance with Sections 29-3-113, 29-3-114 and 29-3-120 of the Act.
(a) Assuming a maximum net effective interest rate of 10% per annum
for the Series 2001A Bonds and a maximum net effective interest rate of 14% per annum for the
Series 2001B Bonds, the maximum amount necessary in each year to pay the principal of and the
interest on the Bonds are as follows:
Date Taxable Taxable Ta ble Taxable D Tm-Eumpt Tax-Exempt Tax-Exempt Tax-Exempt Told Annual P+1
6/I101 - 14.00% - - - 10.00% - -
12/1/01 - 14.00% 21,000 21, - 10.00% 177.750 177,75 198,750
6/I/02 - 14.00% 21,000 21, - 10.00% 177.750- 177.75
12/I/02 - 14.00% 21,000 21, - 10.00% 177.750 177,75 397,500
6/1/03 - 14.00% 21.000 21. - 10.00% 177,750 177,75
12/IN3 - 14.00% 21,000 21, - 10.00% 177,750 177,7 397.500
6/1/04 - 14.00% 21,000 21. - 10.00% I77,750 177,7
17/1/04 - 14.OD% 21,000 21, - 10.00% 177,750 177,75 397.500
6/1105 - 14.OD% 21,000 21, - 10.00% 177,750 177.75
1211/05 - 14.00% 21,000 21. 10.00% 177,750 177,75 397,500
6/1/06 - 14.00% 21,000 21, - 10.00% 177,750 177,75
12/1/06 - 14.00% 21,000 21. - 10.00% 177.750 177,7 397,500
6/M - 14.00% 21,0D0 21, - 10.00% 177,750 177,7
12/I/07 - 14.00% 21,000 21, - 10.00% 177,750 177,75 397,500
6/1/08 - 14.00% 21.000 21, - 10.00% 177,750 177,75
1211/08 - 14.OD% 21,000 21, - 10.00% 177,750 177,75 397,500
6/1/09 - 14.00% 21,000 21,M 10.0D% 177,750 177.75
12/1/09 - 14.00% 21,000 21, - 10.0D% 177,750 177,75 397,500
611/10 - 14.00% 21,000 21.004 10.00% 177,750 177,75
1211110 300,000 14.00% 21,OOD 321, - I0.00% 177,750 177.7 697,500
6/1/11 - 10.00% 177,750 m.7'
12/1/11 - 10.00% 177.750 177a5 3s5.500
6/1112 - 10.00% 177,750 177,75
12/1112 - MOD% 177.750 177,75 355,500
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Date Taxable Tax" T-bk T-bk DOS T-ff-wpt T-Z a pt TmR=W TmMempt TaW Amur P41
6/1/13 - 10.00% 177.730 177,73
IV1/13 - 10.00% 177,750 177,750 355-W
6/1/14 - 10.00% 177,750 177,750
17/1/14 - 10.00% 177,750 177,750 355,300
611115 - 10.00% 177.750 ITUR
IVII15 - 10.00% 177.750 177,7 355,500
6/1/16 - 10.OD% 177,750 177.7
12J1/16 - 10.00% 177.750 177,7 355s00
6/1117 - 10.00% 177,750 177,73
1211/17 - 10.00% 177,750 177,7 355,500
611/18 - 10.00% 177,750 177,7
12JI/18 - 10.00% 177,750 177,7 355,50D
6/1119 - MOM 177,750 ma
12Jv19 - 10.00% 177,750 177,75 355,500
61120 - 10.00% 177,750 177,75
12J120 - 10.00% 177,750 177,75 355,500
6/121 - 10.00% 177,750 177,7
121121 - 10.00% 177.750 177,7 355,50D
6/122 - 10.00% 177,750 177,7
12JI22 - 10.OD% 177,750 177,75C 355,50D
6/123 - I0.00% 177,750 177.75
12/123 - IO.00% 177,750 177,75 355,500
6/124 - 10.00% 177,750 177,75
12J124 - 10.00% 177.750 177,7 355,500
Ulm - 10.00% 177,750 177,7
121125 - 10.00% 177,750 177.7 355,500
611/26 - 10.OD% 177,750 177,75
121126 - 10.00% 177.750 177,75 355.500
6/127 - 10.00% 177,750 177,75
121127 - 10.00% 177,750 177,75 355,500
611128 - 10.00% 177,750 177,75
12/128 - 10.00% 177,750 177,75 355.500
6/129 - 10.00% 177,750 177,75
12J129 - 10.00% 177.750 177,75 355.500
6/1/30 - 10.00% 177.750 177.75
17J1/30 - 10.00% 177,750 177,75 355,500
6/I/31 - 10.00% 177,750 177.75
12J121 - 10.00% 177,750 177,75 355.500
6/W2 - 10.OD% 177,750 177,75
121V32 3,555.000 10.00% 177.750 3,732,7 3,910,500
TOTAL 300000 399,000 699 3,555,000 11,198,250 14,753,25 15.452,250
(b) Pursuant to the terms of the Loan Agreement no reserve funds have
been established for the retirement of the Bonds or the maintenance of the Project; such reserve
funds as have been required by the Bank are to be held pursuant to the terms of the Bank's
Reimbursement Agreement dated as of May 1, 2001 between the Bank and the Company, and by
such additional agreements as are required by the Bank,and shall be replenished in the manner set
forth in therein.
(c) The terms under which the Project is to be financed provide that the
Company shall maintain the Project in good repair and carry all proper insurance with respect
thereto.
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(d) The revenues payable under the financing documents with respect to
the Bonds and the Project are sufficient to pay,in addition to all other requirements of such financing
documents and this ordinance, all sums referred to in paragraph(a) and(b)of this Section.
(e) Since the Project is owned by the Company,which is a private legal
entity,pursuant to Section 29-3-120 of the Act the financing documents with respect to the Project
require the Company to pay all taxes due,with respect to the Project,to the State of Colorado,to the
City, and to the school district and all other political subdivisions and public bodies corporate
wherein the Project is located, authorized to levy taxes.
Section 6. That the forms, terms and provisions of the Loan Agreement, the
Indenture, the Regulatory Agreement and the Bond Purchase Agreement are hereby approved and
the City shall enter into the Loan Agreement,the Indenture,the Regulatory Agreement and the Bond
Purchase Agreement substantially in the forms of such documents presented to the Council at this
meeting with such changes are necessary to reflect the determinations made by the City Manager
hereunder; and the Mayor of the City is hereby authorized and directed to execute and deliver the
Loan Agreement,the Indenture,the Regulatory Agreement and the Bond Purchase Agreement,the
City Clerk is hereby authorized and directed to affix the City seal to and to attest the Loan
Agreement,the Indenture,the Regulatory Agreement and the Bond Purchase Agreement,the City's
Financial Officer is hereby authorized and directed to countersign the Loan Agreement, the
Indenture, the Regulatory Agreement and the Bond Purchase Agreement and the City Manager is
hereby authorized and directed to countersign the Bond Purchase Agreement.
Section 7. That the City acknowledges the use by the Underwriter of an Official
Statement in connection with the offer and sale of the Bonds. The City makes no representation or
warranty as to, and has no responsibility for, the accuracy or completeness of the information
contained in the Official Statement other than as expressly provided therein.
Section 8. That the City acknowledges the appointment of U.S. Bancorp Piper
Jaffray Inc. as the Remarketing Agent under the Indenture.
Section 9. That the form,terms and provisions of the Bonds,substantially in the
form contained in the Indenture,are hereby approved;and the Mayor of the City is hereby authorized
and directed to execute the Bonds and the City Clerk is hereby authorized and directed to affix the
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seal of the City to the Bonds and to attest the Bonds and the City's Financial Officer is authorized
to countersign such Bonds. The signatures of the Mayor, the City Clerk and the City's Financial
Officer on the Bonds and the seal of the City on the Bonds shall be affixed manually or by facsimile.
Section 10. That the Mayor is hereby authorized and directed to execute and
deliver to the Trustee the written order of the City for the authentication and delivery of the Bonds
by the Trustee, in accordance with the Indenture.
Section 11. That U.S. Bank Trust National Association, is hereby appointed
Trustee under the Indenture.
Section 12. That the officers of the City shall take all action in conformity with
the Act necessary or reasonably required to effectuate the issuance of the Bonds and shall take all
action in conformity with the Act necessary or desirable to finance the Project and for carrying out,
giving effect to and consummating the transactions contemplated by this ordinance and the Loan
Agreement,the Indenture,the Regulatory Agreement and the Bond Purchase Agreement,including
without limitation, the execution and delivery of any closing documents to be delivered in
connection with the sale and delivery of the Bonds and any necessary depository agreement.
Section 13. That the cost of financing the Project will only be paid out of the
proceeds of the Bonds and other legally available funds of the Company, and the Bonds shall be
special limited obligations of the City and none of the Bonds shall be the general obligation of the
City nor shall any of the Bonds, including interest thereon, constitute the debt or indebtedness or
multiple fiscal year financial obligation of the City within the meaning of the Constitution or statutes
of the State of Colorado or of the home rule charter of any political subdivision thereof, including
the City, nor shall anything contained in this ordinance or in the Bonds, the Loan Agreement, the
Indenture,the Regulatory Agreement or the Bond Purchase Agreement,or any other instrument give
rise to a pecuniary liability of the City or a charge upon the general credit or taxing powers of the
City, nor shall the breach of any agreement contained in this ordinance, the Bonds, the Loan
Agreement,the Indenture,the Regulatory Agreement or the Bond Purchase Agreement impose any
pecuniary liability on the City or a charge upon the general credit or taxing powers of the City, the
City having no power to pay out of its general fund,or otherwise contribute any part of the costs of
financing the Project,nor power to operate the Project as a business or in any manner,nor shall the
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City condemn any land or other property for the Project nor contribute any land or other property to
the Project. Nothing contained in this ordinance or the Loan Agreement, the Indenture, the
Regulatory Agreement or the Bond Purchase Agreement shall give rise to any personal or pecuniary
liability of any council member, officer, employee or agent of the City.
Section 14. That after any of the Bonds are issued, this ordinance shall be and
remain irrepealable until the Bonds and the interest thereon shall have been fully paid,canceled and
discharged.
Section 15. That if any section, paragraph, clause or provision of this ordinance
shall for any reason be held to be invalid or unenforceable,the invalidity or unenforceability of such
section, paragraph, clause or provision shall not effect any of the remaining provisions of this
ordinance.
Section 16. That all bylaws, orders, resolutions and ordinances, or parts thereof,
inconsistent herewith and with the documents hereby approved, are hereby repealed to the extent
only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order,
resolution or ordinance, or part thereof.
Section 17. That this ordinance,immediately on its final passage,shall be recorded
in the City book of ordinances kept for that purpose, authenticated by the signatures of the Mayor
and the City Clerk.
INTRODUCED, READ, APPROVED ON FIRST READING, AND ORDERED
PUBLISHED ONCE BY NUMBER AND TITLE ONLY this first day of May 2001.
READ, FINALLY PASSED AS AMENDED ON SECOND READING AND
ORDERED PUBLISHED ONCE BY NUMBER AND TITLE ONLY this fifteenth day of May
2001.
CITY OF FORT COLLINS, COLORADO
Mayor
(SEAL)
Attest:
City Clerk
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