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COUNCIL - COMPLETE AGENDA - 05/17/2022 - REGULAR MEETING
City of Fort Collins Page 1 Jeni Arndt, Mayor Emily Francis, District 6, Mayor Pro Tem Susan Gutowsky, District 1 Julie Pignataro, District 2 Tricia Canonico, District 3 Shirley Peel, District 4 Kelly Ohlson, District 5 City Council Chambers City Hall 300 LaPorte Avenue Fort Collins, Colorado Cablecast on FCTV Channel 14 on Connexion Channel 14 and 881 on Comcast Carrie Daggett Kelly DiMartino Anissa Hollingshead City Attorney Interim City Manager City Clerk Regular Meeting May 17, 2022 (Amended 5/16/22) Spanish interpretation will now be available at all Regular Council meetings. PUBLIC PARTICIPATION OPTIONS There will be four options for people who would like to participate in the meeting: Live via the Zoom online meeting, Live via the telephone, Live in Council Chambers, By submitting emails to Council at CityLeaders@fcgov.com. All options will be available for those wishing to provide general public comment, as well as public comment during individual discussion items. PUBLIC PARTICIPATION (ONLINE VIA ZOOM): Individuals who wish to address Council via remote public participation can do so through Zoom at https://zoom.us/j/98241416497. (The link and instructions are also posted at www.fcgov.com/councilcomments.) Individuals participating in the Zoom session should watch the meeting through that site, and not via FCTV, due to the streaming delay and possible audio interference. The Zoom meeting will be available beginning at 5:15 p.m. on the day of the meeting. Participants wanting to ensure their equipment setup is working should join prior to 6:00 p.m. For public comments, the Mayor will ask participants to click the “Raise Hand” button to indicate you would like to speak at that time. Staff will moderate the Zoom session to ensure all participants have an opportunity to address Council. In order to participate, you must: Have an internet-enabled smartphone, laptop or computer. Using earphones with a microphone will greatly improve your audio experience. Join the Zoom meeting using the link on the front page of the agenda or on the City’s home webpage at www.fcgov.com. If you use the City’s home page, simply click on the “Participate remotely in Council Meeting” link shown near the top of the page. City of Fort Collins Page 2 PUBLIC PARTICIPATION (VIA PHONE): Dial the public participation phone number, 1-346-248-7799, and then enter the Meeting ID 982 4141 6497 followed by the pound sign (#). The meeting will be available beginning at 5:15 p.m. Please call in to the meeting prior to 6:00 p.m., if possible. For public comments, the Mayor will ask participants to indicate if you would like to speak at that time – phone participants will need to press *9 to do this. Staff will be moderating the Zoom session to ensure all participants have an opportunity to address Council. When participating online or by phone, DO NOT Watch/stream FCTV at the same time due to streaming delay and possible audio interference. PUBLIC PARTICIPATION (IN PERSON): To participate in person, individuals should be prepared to follow strict social distancing, sanitizer and facial covering guidelines. A limited number of individuals may be allowed in Council Chambers. Therefore, staging for individuals who wish to speak will occur in the City Hall lobby and outside (weather permitting). Individuals may be required to wear masks while inside City Hall and any other City buildings being utilized. Individuals who wish to speak will line up at one of the two podiums available in Council Chambers, maintaining physical distancing. Once a speaker has provided comments, they may be asked to leave Council Chambers to make room for the next speaker. PUBLIC PARTICIPATION (VIA EMAIL): Individuals not comfortable or able to access the Zoom platform or participate by phone are encouraged to participate by emailing general public comments to CityLeaders@fcgov.com. If you have specific comments on any of the discussion items scheduled, please make that clear in the subject line of the email and send prior to the meeting Tuesday evening. WATCH THE MEETING Anyone can view the Council meeting live on Channels 14 and 881 or online at www.fcgov.com/fctv. Note: Only individuals who wish to address Council should use the Zoom link or call in by phone. Anyone who wants to watch the meeting, but not address Council, should view the FCTV livestream. Documents to Share: If residents wish to speak to a document or presentation, the City Clerk needs to be emailed those materials by 4 p.m. the day of the meeting. Persons wishing to display presentation materials using the City’s display equipment under the Public Participation portion of a meeting or during discussion of any Council item must provide any such materials to the City Clerk in a form or format readily usable on the City’s display technology no later than two (2) hours prior to the beginning of the meeting at which the materials are to be presented. NOTE: All presentation materials for appeals, addition of permitted use applications or protests related to election matters must be provided to the City Clerk no later than noon on the day of the meeting at which the item will be considered. See Council Rules of Conduct in Meetings for details. Upon request, the City of Fort Collins will provide language access services for individuals who have limited English proficiency, or auxiliary aids and services for individuals with disabilities, to access City services, programs and activities. Contact 970.221.6515 (V/TDD: Dial 711 for Relay Colorado) for assistance. Please provide 48 hours advance notice when possible. A solicitud, la Ciudad de Fort Collins proporcionará servicios de acceso a idiomas para personas que no dominan el idioma inglés, o ayudas y servicios auxiliares para personas con discapacidad, para que puedan acceder a los servicios, programas y actividades de la Ciudad. Para asistencia, llame al 970.221.6515 (V/TDD: Marque 711 para Relay Colorado). Por favor proporcione 48 horas de aviso previo cuando sea posible. City of Fort Collins Page 3 A) Proclamations and Presentations 5:00 p.m. No proclamations scheduled. Regular Meeting 6:00 p.m. B) CALL MEETING TO ORDER C) PLEDGE OF ALLEGIANCE D) ROLL CALL E) AGENDA REVIEW: CITY MANAGER City Manager Review of Agenda. Consent Calendar Review including removal of items from Consent Calendar for individual discussion. COMMUNITY REPORT: Poudre Fire Authority Annual Report. (Moved from Staff Reports) The purpose of this staff report is to discuss the Poudre Fire Authority's overall performance in fulfilling its responsibilities under the Intergovernmental Agreement between its parent organizations, the Fort Collins City (City) Council and the Poudre Valley Fire Protection District (District) Board. F) PUBLIC COMMENT ON ANY TOPIC OR ITEMS (including requests for Council to remove an item from the Consent Calendar for individual discussion.) Individuals may comment regarding any topics of public concern, whether or not included on tonight’s agenda. Comments regarding land use projects for which a development application has been filed should be submitted in the development review process** and not to Council. Those who wish to speak are asked to sign in at the table in the lobby (for recordkeeping purposes). Each speaker will be allowed to speak one time during public comment. If a speaker comments on a particular agenda item during general public comment, that speaker will not also be entitled to speak during discussion of the same agenda item. All speakers will be asked by the presiding officer to identify themselves by raising their hand (in person or using the raise hand option on Zoom), and then will be asked to move to one of the two lines of speakers (or to a seat nearby, for those who are not able to stand while waiting). The presiding officer will determine and announce the length of time allowed for each speaker. Each speaker will be asked to state his or her name and general address for the record, and, if their comments relate to a particular agenda item, to identify the agenda item number. Any written comments or materials intended for the Council should be provided to the City Clerk. A timer will beep one time and turn yellow to indicate that 30 seconds of speaking time remain and will beep again and turn red when a speaker’s time to speak has ended. [**For questions about the development review process or the status of any particular development, consult the Development Review Center page on the City’s website at fcgov.com/developmentreview, or contact the Development Review Center at 970.221.6515.] G) PUBLIC COMMENT FOLLOW-UP H) COUNCILMEMBER REMOVAL OF ITEMS FROM CONSENT CALENDAR FOR DISCUSSION City of Fort Collins Page 4 Consent Calendar The Consent Calendar is intended to allow Council to spend its time and energy on the important items on a lengthy agenda. Staff recommends approval of the Consent Calendar. Agenda items pulled from the Consent Calendar by either Council or the City Manager will be considered separately under M) Consideration of items removed from consent calendar for individual discussion. Items remaining on the Consent Calendar will be approved by Council with one vote. The Consent Calendar consists of: ● Ordinances on First Reading that are routine; ● Ordinances on Second Reading that are routine; ● Those of no perceived controversy; ● Routine administrative actions. 1. Second Reading of Ordinance No. 052, 2022, Making a Supplemental Appropriation of the Poudre River Native Fish Project Grant in the Natural Areas Fund. This Ordinance, unanimously adopted on First Reading on May 3, 2022, requests an appropriation of grant funds from Colorado Parks and Wildlife to the Natural Areas Department to complete a river habitat improvement project for native fish on the Cache la Poudre River. The grant funds will be used to create refuge pools in a side channel of the Cache la Poudre River for the rare, native plains topminnow and orange-spotted sunfish. The project is a value-added element to the City’s instream water right project underway at the CSU Environmental Learning Center (BFO 1.62, 9.16, 12.23). Flows for the refuge pools will be supplied by the instream water right. 2. Second Reading of Ordinance No. 053, 2022, Amending Certain Sections of Chapter 25 of the Code of the City of Fort Collins Relating to the Imposition, Collection, and Enforcement of the City’s Sales and Use Tax. This Ordinance, unanimously adopted on First Reading on May 3, 2022, amends Chapter 25 of the City Code concerning sales and use tax. The updates include revisions to the Grocery Tax Rebate Program to provide greater administrative flexibility to staff to aid in alignment with the ongoing City- wide initiative to broaden access to City income-qualified programs. Other updates include, but are not limited to, clarifying definitions for the Manufacturing Use Tax Rebate Program, increasing the dollar threshold that determines when written agreements for tax settlements are required, creating an exemption from sales tax for the recently adopted disposable bag fee, and removing the tax exemption for cigarettes. 3. Second Reading of Ordinance No. 054, 2022, Approving the Vacation and Rededication of Four Permanent Utility Easements Located on Lots 2 and 3 of the Lakeview on the Rise Subdivision. This Ordinance, unanimously adopted on First Reading on May 3, 2022, vacates and accepts rededication of four permanent utility easements at the Lakeview on the Rise Subdivision. The four original easements (the “Original Easements”) were dedicated to the City prior to the initial construction and installation of the equipment and fixtures providing said utilities (the “Utility Equipment”). After construction was completed, the property owner determined that the Utility Equipment was not situated entirely within the boundaries of the Original Easements. To remedy this situation, staff recommends that the City vacate the Original Easements and accept a new Deed of Dedication of Easement (the “New Easement Deed”) in favor of the City providing for four permanent utility easements that correctly describe the location of the Utility Equipment (the “New Easements”). City of Fort Collins Page 5 4. Second Reading of Ordinance No. 055, 2022, Authorizing an Extension of the Temporary Exception to the Land Use Code to Allow T-Mobile to Place a Temporary Wireless Telecommunications Facility at 1800 East Harmony Road to Replace Lost Wireless Service Coverage. This Ordinance, unanimously adopted on First Reading on May 3, 2022, extends the authorization originally granted with Ordinance No. 167, 2021, for a temporary wireless telecommunication facility known as a cell-on-wheels (COW), operated by T-Mobile, currently located at 1800 East Harmony. The current temporary authorization is set to expire on June 7, 2022. This temporary facility is in place to address a critical loss in T-Mobile's existing cellular coverage in south Fort Collins caused by T- Mobile’s removal of wireless equipment from Platte River Power Authority (“PRPA”) infrastructure, to be used only until a permanent facility (proposed at 4518 Innovation Drive) is fully constructed and operational no later than December 1, 2022. 5. Second Reading of Ordinance No. 056, 2022, Calling a Special Municipal Election to be Held in Conjunction with the November 8, 2022 Larimer County General Election. This Ordinance, unanimously adopted on First Reading on May 3, 2022, calls a Special Municipal Election to be held in conjunction with the November 8, 2022, Larimer County General election, preserving the opportunity for Council to place Council-initiated or citizen-initiated questions on the November ballot. If Council decides to place any questions on the ballot, it would need to accomplish this by no later than its September 6 meeting. If Council does not take action by ordinance or resolution before the statutory deadline (September 9) to certify ballot language to Larimer County, the election will be cancelled, and the provisions of this Ordinance will be of no further force and effect. This Ordinance does not submit any specific question(s) to the November 8 ballot. Adoption of it is, however, a required first step in preserving the option for Council to submit any questions that Council may desire at the November 8, 2022, General Election. 6. First Reading of Ordinance No. 058, 2022, Appropriating Prior Year Reserves in the Light & Power Fund for Purchase of Distribution and Substation Transformers. The purpose of this item is to bring forward an off-cycle supplemental appropriation of Light & Power reserves to fund a capital project consisting of the purchase of distribution and substation transformers. Information from transformer vendors indicates that prices and lead times are rising significantly, due to supply chain and inflationary challenges. With respect to distribution transformers, it will be necessary to either scale back the number of distribution transformers the City planned to purchase this year or request an additional appropriation to permit purchase of the expected number of transformers necessary to accommodate new customers and prudent asset replacement. A reduction in the number of transformers purchased could negatively impact new development and system reliability. The proposed supplemental appropriation includes $1,432,000 to allow more distribution transformers to be ordered in 2022 so that sufficient stock can be delivered as soon as available, likely in late 2023 at the earliest. In addition, a new substation will be necessary to adequately serve the northeast areas of the City as those areas develop. The proposed supplemental appropriation also includes $2,234,000 for the two substation transformers needed to serve this load growth. Again, this supplemental appropriation is recommended to avoid waiting to place these orders when additional funds would otherwise become available in early 2023 and should allow these transformers to be delivered within the next three years given current lead-times. The total supplemental appropriation being proposed for Council consideration is for $3,666,000. 7. First Reading of Ordinance No. 059, 2022, Appropriating Philanthropic Revenue Received Through City Give for The Gardens on Spring Creek. The purpose of this item is to appropriate $55,000 in philanthropic revenue in the Cultural Services Fund for The Gardens on Spring Creek to support operations as designated by the donor and community partner, The Friends of the Gardens on Spring Creek. City of Fort Collins Page 6 8. Items Relating to the 2021 International Fire Code. A. First Reading of Ordinance No. 060, 2022, Amending Chapter 9 of the Code of the City of Fort Collins for the Purpose of Repealing the 2018 International Fire Code and Adopting the 2021 International Fire Code, with Amendments. (This ordinance was edited to correct formatting issues with no change to content.) B. First Reading of Ordinance No. 064, 2022, Making Changes to Fort Collins City Code Section 2- 173 Related to the Adoption of the 2021 International Fire Code, with Amendments. The purpose of this item is to repeal the 2018 International Fire Code and adopt the 2021 International Fire Code (“IFC”), with local amendments. The International Code Council (“ICC”) publishes updated codes every three years. The Poudre Fire Authority Board of Directors has reviewed and approved this code package and is requesting the code be adopted as amended. The 2021 IFC proposed for adoption provides that appeals of decisions by the fire code official (Fire Chief, or by delegation, Fire Marshall) shall be heard by the Fort Collins Building Review Commission acting as the Fire Board of Appeals, as did the 2018 Fire Code. Ordinance No. 064, 2022 makes a related change to City Code Section 2-173 to reflect the Commission’s responsibility to serve as the Fire Board of Appeals as set forth in the 2021 IFC. 9. First Reading of Ordinance No. 061, 2022, To Increase from Five to Seven the Number of Directors on the Board of Directors of the Fort Collins Tourism Improvement District and to Make an Appointment to One of the New Director Positions. The purpose of this item is to amend the ordinance Council adopted in August 2021 to establish the Fort Collins Tourism Improvement District (District). The proposed Ordinance expands the District’s Board of Directors (Board) from five to seven directors and it would appoint the director for one of the newly created positions. The Board seeks broader representation from the District. The Board’s expansion would allow two at-large electors to serve on the Board. The Board has nominated Abbie Stout, owner of the Edwards House, to fill one of these new positions. The other position will remain vacant until the Board finds an eligible elector who is willing and able to serve on the Board. 10. Resolution 2022-057 Approving an Intergovernmental Agreement for Technical Support Services Between the City of Fort Collins and Platte River Power Authority. The purpose of this item is for approval of an Intergovernmental Agreement (IGA) with Platte River Power Authority (Platte River) for technical support services to replace the long-standing expiring three-party agreement between the City, Platte River, and Longmont for utility customer information system (CIS) support. This new IGA defines the revised expectations related to the services Platte River will provide strictly to the City of Fort Collins in support of its Hansen/Banner CIS. END OF CONSENT CALENDAR I) ADOPTION OF CONSENT CALENDAR J) CONSENT CALENDAR FOLLOW-UP This is an opportunity for Councilmembers to comment on items adopted or approved on the Consent Calendar. K) STAFF REPORTS - None L) COUNCILMEMBER REPORTS M) CONSIDERATION OF ITEMS REMOVED FROM CONSENT CALENDAR FOR INDIVIDUAL DISCUSSION City of Fort Collins Page 7 N) Discussion Items The method of debate for discussion items is as follows: ● Mayor introduces the item number, and subject; asks if formal presentation will be made by staff ● Staff presentation (optional) ● Mayor requests public comment on the item (three minute limit for each person) ● Council questions of staff on the item ● Council motion on the item ● Council discussion ● Final Council comments ● Council vote on the item Note: Time limits for individual agenda items may be revised, at the discretion of the Mayor, to ensure all have an opportunity to speak. If attending in person, please sign in at the table in the back of the room. The timer will buzz when there are 30 seconds left and the light will turn yellow. It will buzz again at the end of the speaker’s time. 11. Second Reading of Ordinance No. 057, 2022, Appropriating Prior Year Reserves in the General Fund to Provide Cost-Sharing Related to Electric Vehicle Charging Infrastructure at Affordable Housing Developments. (staff: Kirk Longstein; no presentation; 15 minute discussion) This Ordinance, adopted on First Reading on May 3, 2022 by a vote of 6-1 (Nay: Peel), requests an off-cycle appropriation from General Fund Reserves in the amount of $238,000 to provide cost-sharing related to Electric Vehicle (EV) charging infrastructure required at Affordable Housing (AH) developments in 2022. Staff estimates that 237 affordable homes currently in the City’s development review process may apply for building permits during 2022. 12. First Reading of Ordinance No. 062, 2022, Authorizing and Approving the Execution and Delivery by the City of One or More Amendments to 2019 Trust Indenture, Leases and Other Related Documents for the Issuance of 2022 Certificates of Participation for the Financing of Certain City Projects. (staff: Blaine Dunn; 10 minute presentation; 15 minute discussion) The purpose of this item is to consider an Ordinance authorizing the amendment of certain 2019 lease documents and approval of other related documents for the issuance of certificates of participation (COPs), the funds from which will be used for the acquisition of the Hughes Stadium land, construction of the Southridge golf course irrigation system improvements, construction of the Fleet shop expansion, and such additional projects as City Council may approve by resolution. 13. First Reading of Ordinance No. 063, 2022, Making Supplemental Appropriations from a Portion of the City’s American Rescue Plan Act (ARPA) Funding for Local Fiscal Recovery Related to the COVID- 19 Pandemic. (staff: Joanne Cech, Blaine Dunn; 5 minute presentation; 15 minute discussion) The purpose of this item is to seek a mid-cycle appropriation of $4.1M of the Organization’s remaining $19.9M of American Rescue Plan Act (ARPA) Funds to support pandemic recovery efforts. These projects were reviewed and selected by the Recovery Executive Lead Team because they address immediate needs for both community and enterprise recovery. These projects align with the City’s Recovery Plan and have also been reviewed by Council Finance Committee. O) OTHER BUSINESS A. Possible consideration of the initiation of new ordinances and/or resolutions by Councilmembers. (Three or more individual Councilmembers may direct the City Manager and City Attorney to initiate and move forward with development and preparation of resolutions and ordinances not originating from the Council's Policy Agenda or initiated by staff.) City of Fort Collins Page 8 C. Consideration of a motion to go into executive session to discuss legal questions related to pending and anticipated Halligan Reservoir real property-related litigation, including eminent domain litigation, and related to water court litigation for the Montava PUD development: “I move that the City Council go into executive session pursuant to: City Charter Article Roman Numeral Two, Section 11(2), City Code Section 2-31(a)(2) and Colorado Revised Statutes Section 24-6-402(4)(b), for the purpose of discussing with the City’s attorneys and appropriate management staff the following items: 1. Specific legal questions related to litigation regarding the acquisition of property interests for the Halligan Reservoir Project, including pending and anticipated eminent domain and other litigation; and 2. Specific legal questions related to litigation regarding water rights for the Montava PUD Development, including pending and anticipated water court and other litigation; and 3. The manner in which the particular policies, practices or regulations of the City related to the determination of water adequacy for proposed developments may be affected by existing or proposed provisions of federal, state or local law.” P) ADJOURNMENT Every regular Council meeting will end no later than midnight, except that: (1) any item of business commenced before midnight may be concluded before the meeting is adjourned and (2) the Council may, at any time prior to adjournment, by majority vote, extend a meeting beyond midnight for the purpose of considering additional items of business. Any matter that has been commenced and is still pending at the conclusion of the Council meeting, and all matters scheduled for consideration at the meeting that have not yet been considered by the Council, will be deemed continued to the next regular Council meeting, unless Council determines otherwise. Item # Page 1 AGENDA ITEM SUMMARY COMMUNITY REPORT May 17, 2022 City Council STAFF Derek Bergsten, PFA Fire Chief SUBJECT Poudre Fire Authority Annual Report. EXECUTIVE SUMMARY The purpose of this report is to discuss the Poudre Fire Authority's overall performance in fulfilling its responsibilities under the Intergovernmental Agreement between its parent organizations, the Fort Collins City (City) Council and the Poudre Valley Fire Protection District (District) Board. BACKGROUND / DISCUSSION Chief Bergsten will provide information around the governance of Poudre Fire Authority (PFA) to both Council and the Poudre Valley Fire Protection District Board (District), including PFA’s 2021 Annual Report. Council and the District Board will have the opportunity to review the ongoing relationship between the two entities and discuss any possible issues of concern. ATTACHMENTS 1.Intergovernmental Agreement (PDF) 2.2021 Annual Report (PDF) 3.Powerpoint Presentation (PDF) Packet Pg. 151 ATTACHMENT 1K.1Packet Pg. 152Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 153Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 154Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 155Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 156Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 157Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 158Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 159Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 160Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 161Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 162Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 163Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 164Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 165Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 166Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 167Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 168Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 169Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 170Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) K.1Packet Pg. 171Attachment: Intergovernmental Agreement (11573 : Staff Report: PFA Annual Report) ATTACHMENT 2 K.2 Packet Pg. 172 Attachment: 2021 Annual Report (11573 : Staff Report: PFA Annual Report) PFA 2021 ANNUAL REPORT | 2 PFA IS COMPRISED OF Who We Are PFA is governed by the PFA Board of Directors. The Board is comprised of two members from the City of Fort Collins City Council, two members from the Poudre Valley Fire Protection District Board of Directors, and a fifth member selected by the other four, historically the Fort Collins City Manager. The PFA Board of Directors appoints the Fire Chief, who in turn manages and employs all PFA personnel. Poudre Fire Authority Board FIRE CHIEF Fire Prevention & Community Risk Reduction OperationsSupport Administrative Services Fort Collins City Council Poudre Valley Fire Protection District Board COMMUNITY MEMBERS A Note from Your Fire Chief PLANNING FOR THE FUTURE, PLANNING FOR OUR PEOPLE At Poudre Fire Authority (PFA), we are always working to improve our service to the community and that means planning for the future. The ability to deliver help in an emergency starts years before the call by ensuring the firefighters that respond have the right skills, equipment, and information. This doesn’t happen by chance, this happens by hiring great people—responders, data and GIS analysts, building plan reviewers— and working with community partners who are also dedicated to protecting life and property. It happens because of you, our supportive and progressive community. It is an honor I don’t take lightly to oversee the current and future direction of PFA. I am honored to work with the people inside and outside of the agency that show an unwavering commitment to make the community a better, safer place. Derek Bergsten | Fire Chief Watch this short video to learn more about Fire Chief Bergsten and what makes PFA, PFA. OUR ORGANIZATION UNIFORMED POSITIONS199 CIVILIAN POSITIONS30 VOLUNTEER POSITIONS35 PART-TIME POSITIONS20 FULL-TIME POSITIONS229 K.2 Packet Pg. 173 Attachment: 2021 Annual Report (11573 : Staff Report: PFA Annual Report) PFA 2021 ANNUAL REPORT | 3 What We ProtectPFA SERVICE AREA 2021 VINE MULBERRY PROSPECT TRILBYSHIELDS COLLEGECOLLEGETAFT HILLLEMAYLINDEMMEIERTIMBERLINEZIEGLERBellvue LaPorte RedstoneCanyon Wellington Windsor Timnath Severance Fort Collins TIMBERLINEDRAKE HARMONY HORSETOOTH MULBERRY Fire Station Fire Station Fire Station Fire Station Fire Station Fire Station Fire Station Fire Station Volunteer Station Fire Station Volunteer Station Fire Station Fire Station Training Center Headquarters TOTAL SERVICE CALLS 24,18 4 Rescue & Emergency Medical Calls....................................16,891 Good Intent Calls .......................................................................................................3,140 General Service Calls....................................................................................2,030 False Alarm & False Calls ...............................................................................1,235 Hazardous Conditions (No Fire)............................................................................486 Fires ...................................................................................................................................................321 Special Incident Calls ...................................................................................................62 Overpressure Ruptures, Explosions, Overheat (No Fire)............14 Severe Weather & Natural Disasters ...........................................................5 12,723 3,010 916 144 98 Rescue & Emergency Medical Calls Medical Incidents Other Motor Vehicle Accidents Search/Rescues Cardiac Arrests 1,045 443 270 124 105 43 General Service Calls Assistance Requested Other Services Police Department Assist Illegal Fire/Unauthorized Burns Water (Leaks) Animal Technical Rescues Wildland Fire ResponseHaz-Mat ResponseFire Protection Services Fire InvestigationsFire Suppression Volunteer Firefighter ProgramEmergency Medical Response Public Affairs and EducationInspection Services PFA PROVIDES MANY SERVICES TO THE COMMUNITY, INCLUDING: K.2 Packet Pg. 174 Attachment: 2021 Annual Report (11573 : Staff Report: PFA Annual Report) PFA 2021 ANNUAL REPORT | 4 The People of PFA THANK YOU PFA VOLUNTEERS PFA benefits greatly from the dedicated men and women who serve as volunteer firefighters. They train year-round following the same training calendar as career firefighters. They staff and respond to calls from Stations 9 (near Horsetooth Reservoir) and 11 (in Redstone Canyon) as well as special events. Along with motor vehicle accidents, rescues, medical calls, and service calls, these firefighters respond to wildland fires west of Horsetooth Reservoir. WHY PFA? Why a career in the fire service and why PFA? These two questions guide our hiring process. Our commitment to the recruitment and retainment of a diverse, engaged, and skilled workforce means identifying barriers, understanding needs, and investing in development. We are only as good as our people and what better way to know “Why PFA” than to ask them directly. Check out what they said! Being a volunteer at PFA gives me the ability to give back to my community, make a difference when it is needed, and provides camaraderie and career advancement. Captain Bren Dee Rogers Captain Brig. Gen. Bren Dee Rogers leads a fire crew and is also the third female commander of the Colorado Army National Guard. Firefighter Gabriel Marquez The great grandson of community leader Librado “Lee” Martinez, he wanted to give back to the community that raised him. Read how a frightening incident led him to his calling. GIS Analyst Laura Robinson Geography and GIS, plus a desire to support the community, led this modern-day cartographer to a career that gets responders to the right place at the right time. Read their full stories here. K.2 Packet Pg. 175 Attachment: 2021 Annual Report (11573 : Staff Report: PFA Annual Report) PFA 2021 ANNUAL REPORT | 5 EMS & UCHealth Partnership PFA has been able to adapt to meet the changing needs of the community, in part, thanks to a 30-year partnership with UCHealth. This relationship has resulted in seamless EMS and recognition as a national leader for neurologically intact cardiac arrest saves. Surviving Cardiac Arrest Across the U.S., nearly 90 percent of out-of-hospital cardiac arrests are fatal, but by working together we’re beating the odds. This chart shows how far we’ve come. Sixteen may not seem like a high number, but we’re leading the nation in cardiac care. We urge all businesses to register their AED locations at aed.new or on the PulsePoint AED app Out-of-Hospital Cardiac Arrest (OHCA) Survivors 3 9 18 18 16 2017 2018 2019 2020 2021 PulsePoint BE A LIFESAVER! Sign up for the app that alerts you when someone suffers a cardiac arrest nearby. Hands-only CPR in the minutes before professional responders arrive can increase the person’s chance of survival dramatically. It takes a community to save a life. K.2 Packet Pg. 176 Attachment: 2021 Annual Report (11573 : Staff Report: PFA Annual Report) PFA 2021 ANNUAL REPORT | 6 Fire & Water With numerous record-setting wildland fires recently, it is hard to miss the impacts up and down the Front Range. What many may not see is quite literally the downstream impact of these events. Burn scars can affect rivers for years. The change in vegetation and soil can lead to an increase in the amount of debris and moisture that enters the water. Areas can be more prone to flash floods and strainers, which are debris accumulations that water can pass through but not people, kayaks, or tubes creating something that can easily trap river recreators and separate them from their flotation devices. PFA rescued 20 people from the Poudre River in 2021. A PFA Firefighter on the scene of the Marshall Fire in Boulder County. (L) PFA firelighters rescue people separated from their tubes and stranded on a strainer under the railroad overpass in Fort Collins. (R) PFA firefighters and swiftwater technicians work to retrieve a raft after rescuing two people from the river. RESCUES ON THE RIVER FIRES IN LARIMER COUNTY CAN THAT HAPPEN HERE? These fires, the Marshall Fire especially, have led to many in the community asking, “Can that happen here?” The truth is yes, it can, but there are many practices and resources in place to mitigate and prevent it from happening. Learn more Bellvue LaPorte Fort Collins *Fire boundries not shown. CAMERON PEAK FIRE - 2020 208,663 acresFERN LAKE FIRE 2012 3,500 acres LEWSTONE FIRE - 2020 165 acres* CRYSTAL FIRE - 2011 3,200 acres* HIGH PARK FIRE - 2012 87,284 acres BOBCAT GULCH FIRE - 2000 10,500 acres HEWLETT GULCH FIRE - 2012 7,685 acres PICNIC ROCK FIRE - 2004 9,014 acres K.2 Packet Pg. 177 Attachment: 2021 Annual Report (11573 : Staff Report: PFA Annual Report) PFA 2021 ANNUAL REPORT | 7 2021 Budget & Funding Outcomes TOTAL RE VENUE $38,033,296 Intergovernmental .......................................................................................$36,813,541 Fees & Charges for Service.........................................................................$739,897 Miscellaneous Revenue ................................................................................$260,500 Licenses & Permits ..............................................................................................$179,358 Earnings on Investments ................................................................................ $40,000 CAPITA L BUDGE T $2,666,264 Apparatus Replacement ...........................................................................$1,498,316 Station 6 Shop ......................................................................................................$1,132,397 Station 7 Remodel .....................................................................................................$35,551 EXPENDITURE — TYPE $38,698,205 Salaries & Benefits ....................................................................................$30,808,612 Other Purchased Services ......................................................................$2,953,125 Materials, Supplies, & Equipment ..................................................$2,415,452 Capital Outlay ......................................................................................................$2,161,994 Other Purchased Services ..........................................................................$359,022 EXPENDITURE — DI V ISION $38,698,205 Operations ............................................................................................................$23,768,122 Support........................................................................................................................$7,869,825 Administration.....................................................................................................$4,169,330 Fire Prevention & CRR...............................................................................$2,890,928 Grants/Projects ..........................................................................................................................$0 Expenditures Underspent by $780,0002.1% of the Budget Reserves $10.1 Million 26% of the Budget K.2 Packet Pg. 178 Attachment: 2021 Annual Report (11573 : Staff Report: PFA Annual Report) STATION 6 REMODEL Station 6 has housed the PFA mechanics shop since it was built, keeping the fire fleet ready to respond. Renovation/ expansion began in September 2021 and is expected to finish in June 2022. The growth of the area, changes in the use of 911, and the diversity of our services has contributed to a continuous increase in the number of calls PFA responds to. SERVICE CALLS CLIMBING FIRE ACADEMY PFA welcomed 15 new firefighters to the PFA family after they completed the Front Range Fire Consortium Fire Academy. The 2021-1 Academy (Top) was one of our smallest groups, 2021-2 (Bottom) was one of our largest. STRATEGIC PLANNING PFA worked with the Center for Public Safety Excellence to create the 2022-2025 Strategic Plan. The community- driven planning process included feedback from internal and external stakeholders and will guide PFA for the next three years. Anticipating Community Needs It’s no secret that the region PFA serves is growing in population as well as area. PFA is being proactive in our response to this growth, ensuring we have the personnel, the infrastructure, and the partnerships to meet the ever changing needs of our community. See even more in the expandedannual report online. K.2 Packet Pg. 179 Attachment: 2021 Annual Report (11573 : Staff Report: PFA Annual Report) Prompt. Skillful. Caring Po udre Fire Authority 2021 Annual Report Derek Bergsten, Fire Chief ATTACHMENT 3 K.3 Packet Pg. 180 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) Annual Re port to Council and District Board 2 Opportunity for City Council and District Board to meet Oversight of City and District investment in fire and rescue service Re quired by IGA K.3 Packet Pg. 181 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) What is the Po udre Fire Authority? •An independent governmental entity separate from the City and District established in 1981 to provide fire protection, emergency medical, rescue, ambulance, and other emergency services. K.3 Packet Pg. 182 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) Benefits of Poudre Fire Authority Elimination of duplicated service, equipment, and overhead costs Provides comprehensive, regional approach to emergency services Ef ficient and effective service to residents of the City and the District K.3 Packet Pg. 183 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) Intergovernmental Agreement Amended and Restated in 2014. Governing Board of five members; two from City Council, two from District Board, fifth member appointed by other four members. Funding Formula and Revenue Allocation Formula –Exhibit A to Intergovernmental Agreement. K.3 Packet Pg. 184 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) Funding Formula / Revenue Allocation Formula •City Contribution: •.29 of one cent of City base sales and use tax •67.5% of City ’s operating mill levy of property taxes •15.6% of .60% sales and use tax (continuation of Ke ep Fort Collins Great tax in perpetuity). •District Contribution: •100% of mill levy, less reasonable administrative expenses K.3 Packet Pg. 185 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) City/District Comparative Stat istics Agency Call Ratio Assessed Value Ratio Contribution Ratio City 85.1 80.4 79.5 District 15.7 19.6 20.5 K.3 Packet Pg. 186 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) 2021 Budget and Funding Outcomes Underspent by $780,0002.1 %of the Budget Reserves Expenditures $10.1 Million 26 %of the Budget TO TA LREVENUE $40,208,387 CAPITAL BUDGET $2,666,264 Apparatus Replacement ...........................................................................$1,498,316 Station 6 Shop ......................................................................................................$1,132,397 Station 7 Remodel.....................................................................................................$35,551 Intergovernmental .....................................................................................$38,992,632 Fees &Charges for Service.........................................................................$739,897 Miscellaneous Revenue ................................................................................$256,500 Licenses &Permits ..............................................................................................$179,358 Earnings on Investments................................................................................$40,000 K.3 Packet Pg. 187 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) 2021 Stat istics Call Volume is increasing –24,184 (up 12.4%) 69.8% of calls for service are medical emergencies 16 Out-of-Hospital Cardiac Arrest Survivors Staffing: 87% Uniformed and 13% Civilian positions Employee Turnover 10% in 2021 (5x higher than previous years) Va lue of Property Protected $43.9 Billion K.3 Packet Pg. 188 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) PulsePoint App: Be a Lifesaver! Sign up for the app that alerts you when someone suffers a cardiac arrest nearby.Hands-only CPR in the minutes before professional responders arrive can increase the person’s chance of survival dramatically.It takes a community to save a life. K.3 Packet Pg. 189 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) PFA Looking Fo rward Ensuring personnel, infrastructure, and partnerships to meet changing community needs •May 24, 2021New Fire Chief •Station 3 –Conceptual Design •Station 6 –Shop Remodel •Station 7 Rebuild –Schematic Design/Pricing •Stations 10 & 12 –Kitchen Remodel Design Phase •Future Station 15 •Future Station 18 Major Capital Projects •Goal 1: High level emergency medical care •Goal 2: Technology •Goal 3: Workforce attraction and retention •Goal 4: Optimize staffing levels Strategic Plan 2022 –2025 •Goal 3: Hiring 45 firefighters for high turnover •Goal 5: New Rank Structure Community Growth and Pa rtnerships K.3 Packet Pg. 190 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) Questions/Discussion K.3 Packet Pg. 191 Attachment: Powerpoint Presentation (11573 : Staff Report: PFA Annual Report) Agenda Item 1 Item # 1 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Bernadette Kuhn, Environmental Planner Katie Donahue, Natural Areas Director Theresa Connor, Utilities Deputy Director Eric Potyondy, Legal SUBJECT Second Reading of Ordinance No. 052, 2022, Making a Supplemental Appropriation of the Poudre River Native Fish Project Grant in the Natural Areas Fund. EXECUTIVE SUMMARY This Ordinance, unanimously adopted on First Reading on May 3, 2022, requests an appropriation of grant funds from Colorado Parks and Wildlife to the Natural Areas Department to complete a river habitat improvement project for native fish on the Cache la Poudre River. The grant funds will be used to create refuge pools in a side channel of the Cache la Poudre River f or the rare, native plains topminnow and orange-spotted sunfish. The project is a value-added element to the City’s instream water right project underway at the CSU Environmental Learning Center (BFO 1.62, 9.16, 12.23). Flows for the refuge pools will be s upplied by the instream water right. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on Second Reading. ATTACHMENTS 1. First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (PDF) 2. Ordinance No. 052, 2022 (PDF) 1 Packet Pg. 9 Agenda Item 11 Item # 11 Page 1 AGENDA ITEM SUMMARY May 3, 2022 City Council STAFF Bernadette Kuhn, Environmental Planner Katie Donahue, Natural Areas Director Theresa Connor, Utilities Deputy Director Eric Potyondy, Legal SUBJECT First Reading of Ordinance No. 052, 2022, Making a Supplemental Appropriation of the Poudre River Native Fish Project Grant in the Natural Areas Fund. EXECUTIVE SUMMARY The purpose of this item is to request an appropriation of grant funds from Colorado Parks and Wildlife to the Natural Areas Department to complete a river habitat improvement project for native fish on the Cache la Poudre River. The grant funds will be used to create refuge pools in a side channel of the Cache la Poudre River for the rare, native plains topminnow and orange-spotted sunfish. The project is a value-added element to the City’s instream water right project underway at the CSU Environmental Learning Center (BFO 1.62, 9.16, 12.23). Flows for the refuge pools will be supplied by the instream water right. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION The Poudre River Native Fish Project is a restoration project that supports the health of the Cache la Poudre River (Poudre River) by reintroducing the native plains topminnow and orange-spotted sunfish at the Environmental Learning Center (ELC) near Drake and Ziegler. These species are listed as Species of Greatest Conservation Need by Colorado Parks and Wildlife (CPW). The project was awarded $200,000 in grant funding from CPW in April 2022. The project will construct small refuge pools along a side channel of the Poudre River that will be stocked with plains topminnow and orange-spotted sunfish by CPW. This is an innovative approach to address declines in native fish populations on the Poudre River. It was conceptualized by Natural Areas and Utilities staff, CPW and CSU fish biologists, and a river engineering design team. Water from the City’s instream flow water right at the ELC will be used to fill and maintain the constructed pools. The City is working to secure this water right by rebuilding a badly damaged diversion structure at the ELC slated for construction in fall 2022 (BFO Offers 9.16, 12.23, 1.62). This project aligns with Council's priority for a healthy and resilient Poudre River and Natural Areas’ long term restoration plans in this reach. CITY FINANCIAL IMPACTS This Ordinance will appropriate $200,000 of CPW grant funds to the Natural Areas Department to complete the Poudre River Native Fish Project. There is no financial impact to the City as there are no matching funds required. ATTACHMENT 1 COPY1.1 Packet Pg. 10 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11580 : SR 052 Poudre River Native Fish Project Grant) Agenda Item 11 Item # 11 Page 2 BOARD / COMMISSION RECOMMENDATION The Land Conservation and Stewardship Board unanimously recommended Council support this appropriation for the Poudre River Native Fish Project. (Attachment 2) PUBLIC OUTREACH Natural Areas staff will work with CSU Environmental Learning Center to provide information to visitors and ELC camp participants at the site about the fish habitat improvements. Information will also be shared through the City’s ELC Flow Restoration project website: www.fcgov.com/naturalareas/elc. ATTACHMENTS 1. Intergovernmental Agreement (PDF) 2. Land Conservation and Stewardship Board Minutes (excerpt) (PDF) COPY1.1 Packet Pg. 11 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11580 : SR 052 Poudre River Native Fish Project Grant) -1- ORDINANCE NO. 052, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS MAKING A SUPPLEMENTAL APPROPRIATION OF THE POUDRE RIVER NATIVE FISH PROJECT GRANT IN THE NATURAL AREAS FUND WHEREAS, the City, through the Natural Areas Department, is pursuing the Poudre River Native Fish Project, a restoration project that supports the health of the Cache la Poudre River by reintroducing the native plains topminnow and orange-spotted sunfish at the Environmental Learning Center located near Drake Road and Ziegler Road (the “Poudre River Native Fish Project”); and WHEREAS, Colorado Parks and Wildlife (“CPW”), an agency of the State of Colorado, awarded the Project $200,000 in grant funding in April 2022 (“CPW Grant”); and WHEREAS, City staff desires an appropriation of the $200,000 of the CPW Grant to further the Poudre River Native Fish Project; and WHEREAS, this appropriation benefits the public health, safety and welfare of the residents of Fort Collins and serves the public purpose by improving the health of the Poudre River and its ecosystem, which supports the general health of the environment and public health and welfare, and improves recreational and educational opportunities and experiences of the residents of Fort Collins; and WHEREAS, Article V, Section 9 of the City Charter permits the City Council, upon recommendation of the City Manager, to make a supplemental appropriation by ordinance at any time during the fiscal year, provided that the total amount of such supplemental appropriation, in combination with all previous appropriations for that fiscal year, do not exceed the current estimate of actual and anticipated revenues and all other funds to be received during the fiscal year; and WHEREAS, the Interim City Manager has recommended the appropriation described herein and determined that this appropriation is available and previously unappropriated from the Natural Areas Fund and will not cause the total amount appropriated in the Natural Areas Fund to exceed the current estimate of actual and anticipated revenues and all other funds to be received in this Fund during this fiscal year; and WHEREAS, Article V, Section 11 of the City Charter authorizes the City Council to designate in the ordinance when appropriating funds for a federal, state or private grant or donation, that such appropriation shall not lapse at the end of the fiscal year in which the appropriation is made, but continue until the earlier of the expiration of the federal, state or private grant or the City’s expenditure of all funds received from such grant or donation; and WHEREAS, the City Council wishes to designate the appropriation herein for the CPW Grant for the Poudre River Native Fish Project as an appropriation that shall not lapse until the earlier of the expiration of the CPW Grant or the City’s expenditure of all funds received from such grant. 1.2 Packet Pg. 12 Attachment: Ordinance No. 052, 2022 (11580 : SR 052 Poudre River Native Fish Project Grant) -2- NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That there is hereby appropriated from new revenue or other funds in the Natural Areas Fund the sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) to be expended in the Natural Areas Fund for the Poudre River Native Fish Project from the CPW Grant. Section 3. That the appropriation herein for Poudre River Native Fish Project is hereby designated, as authorized in Article V, Section 11 of the City Charter, as an appropriation that shall not lapse at the end of this fiscal year but continue until the earlier of the expiration of the CPW Grant or the City’s expenditure of all funds received from such grant. Introduced, considered favorably on first reading, and ordered published this 3rd day of May, A.D. 2022, and to be presented for final passage on the 17th day of May, A.D. 2022. __________________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on the 17th day of May, A.D. 2022. __________________________________ Mayor ATTEST: _______________________________ City Clerk 1.2 Packet Pg. 13 Attachment: Ordinance No. 052, 2022 (11580 : SR 052 Poudre River Native Fish Project Grant) Agenda Item 2 Item # 2 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Jennifer Poznanovic, Project and Revenue Manager Ryan Malarky, Legal SUBJECT Second Reading of Ordinance No. 053, 2022, Amending Certain Sections of Chapter 25 of the Code of th e City of Fort Collins Relating to the Imposition, Collection, and Enforcement of the City’s Sales and Use Tax. EXECUTIVE SUMMARY This Ordinance, unanimously adopted on First Reading on May 3, 2022, amends Chapter 25 of the City Code concerning sales and use tax. The updates include revisions to the Grocery Tax Rebate Program to provide greater administrative flexibility to staff to aid in alignment with the ongoing City -wide initiative to broaden access to City income-qualified programs. Other updates include, but are not limited to, clarifying definitions for the Manufacturing Use Tax Rebate Program, increasing the dollar threshold that determines when written agreements for tax settlements are required, creating an exemption from sales tax for the rec ently adopted disposable bag fee, and removing the tax exemption for cigarettes. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on Second Reading. ATTACHMENTS 1. First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (PDF) 2. Ordinance No. 053, 2022 (PDF) 2 Packet Pg. 14 Agenda Item 12 Item # 12 Page 1 AGENDA ITEM SUMMARY May 3, 2022 City Council STAFF Jennifer Poznanovic, Project and Revenue Manager Ryan Malarky, Legal SUBJECT First Reading of Ordinance No. 053, 2022, Amending Certain Sections of Chapter 25 of the Code of the City of Fort Collins Relating to the Imposition, Collection, and Enforcement of the City’s Sales and Use Tax. EXECUTIVE SUMMARY The purpose of this item is to amend Chapter 25 of the City Code concerning sales and use tax. The updates include revisions to the Grocery Tax Rebate Program to provide greater administrative flexibility to staff to aid in alignment with the ongoing City-wide initiative to broaden access to City income-qualified programs. Other updates include, but are not limited to, clarifying definitions for the Manufacturing Use Tax Rebate Program, increasing the dollar threshold that determines when written agreements for tax settlements are required, creating an exemption from sales tax for the recently adopted disposable bag fee, and removing the tax exemption for cigarettes. STAFF RECOMMENDATION Staff recommends adoption of the Ordinances on First Reading. BACKGROUND / DISCUSSION Code changes being requested are as follows: CHAPTER 25, ARTICLE II Sales Tax Rebate on Food In collaboration with the City-wide consolidation of income-qualified programs and the Get FoCo application, staff recommends amending City Code Chapter 25, Article II, Division 3 to expand the grocery rebate program from a time-limited application period to a 12-month application period to be specifically established by the Financial Officer. Staff also recommends removing the specific requirement that an applicant’s income be verified through Federal income tax returns, leaving staff the flexibility to determine income by other means, such as eligibility for Larimer County’s Low-Income Energy Assistance Program or the Supplemental Nutrition Assistance Program with the goal being making the application process as convenient for applicants as is reasonable. In alignment with other income programs across the City, staff recommends aligning income eligibility from 50 percent annual median income (AMI) for the applicable household size to 30 percent AMI. Staff is recommending that provisions be added to the Code such that households that fall within with 30 to 50 percent AMI range and have received a rebate in 2020 or 2021 remain eligible for the rebate. An update to the Code section addressing payment of the rebate will allow more flexibility for administration of the rebate. A final change will require the Financial Officer to establish rules, regulations and internal guidelines providing for the administration of the rebate program that are consistent with the Code. ATTACHMENT 1 COPY2.1 Packet Pg. 15 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11577 : SR 053 2022 Sales Tax Code Updates) Agenda Item 12 Item # 12 Page 2 Definition of Manufacturing Equipment In City Code Section 25-63, a more detailed definition of manufacturing equipment will help both staff and the taxpayer have a better understanding of the definition. Staff also recommends the definition be added to the Sales and Use Tax section in City Code Section 25-71 to provide consistency between the different areas of the Code. CHAPTER 25, ARTICLE III Disposable Bag Fee Tax Exemption Staff recommends creating a sales tax exemption for the disposable bag fee that became effective May 1, 2022. The bag fee is arguably part of the purchase price to which sales tax is imposed, which was not the intent in creating the bag fee. To address this issue, staff is requesting that the exemption be effective retroactively to the effective date of the disposable bag fee. Staff have communicated to the affected grocery retailers that staff would be requesting this change at this meeting. Definition of Manufacturing Staff recommends adding a definition of “manufacturing” in City Code Section 25-71 that contains the definitions applicable to sales and use tax. The intent is to align the sales and use tax definitions with the definitions applicable to the Manufacturing Use Tax Rebate Program. Definition of Engaged in Business Staff recommends amending the definition of “engaged in business in the City” in City Code Section 25-71 to not include common carrier as a means of delivery for businesses engaged in business with the City. This revision will align the Code with the historical practice of the Sales Tax department. Removal of the Exemption for Cigarettes Staff recommends removing the sales and use tax exemptions for cigarettes. Staff forecasts this change will result in increased revenue for the City. Currently the City receives the State’s shareback. Starting in 1973, this tax was $0.20 per pack with 27 percent to cities and towns. However, the tax increased to $0.84 in 2004 yet shareback rate and percentage remained the same. In 2021, the City’s shareback was $343,000. Staff’s estimate if the exemption is removed is $1.25 million, with $900,000 per year of net revenue from the removal of the exemption. Compromise and Settlement by Financial Officer Staff recommends amending the language in City Code Section 25-198(c), concerning the authority of the Financial Officer to compromise and settle any assessed or potential claim to taxes, penalty, interest, collection costs, and other charges due to the City under Chapter 25, Article III concerning sales and use tax. The proposed amendment would increase the threshold at which a written settlement agreement is required from an assessed amount (tax, penalty, or interest) of $2,500 or more to $10,000 or more. This revision is intended to reflect inflation and will closely align with the historical practice of the Sales Tax department in granting waivers of interest or penalty for good cause to taxpayers. The department will still maintain written documentation of any settlement below the threshold in the form of a written opinion approving the settlement signed by the Financial Officer or their designee and a letter to the taxpayer, but not in the form of a separate written settlement agreement. COPY2.1 Packet Pg. 16 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11577 : SR 053 2022 Sales Tax Code Updates) Agenda Item 12 Item # 12 Page 3 CHAPTER 25, ARTICLE V Telephone occupation tax Staff recommends revising the payment due date for telephone occupation tax in City Code Section 25-328 from the tenth day of each month to on or before the twentieth day of each month. The purpose is to align the telephone utility tax return due date with the sales and use tax return due date. Staff also recommends revising City Code Section 25-329 containing the interest rate on past due telephone occupation tax to align with the current rate of interest assessed on past due sales and use tax. The current telephone utility tax rate of interest is 10% per annum, whereas the sales and use tax rate of interest is 1% per month. CITY FINANCIAL IMPACTS Staff’s estimate of net revenue from the removal of the cigarette tax exemption is $900,000 per year. COPY2.1 Packet Pg. 17 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11577 : SR 053 2022 Sales Tax Code Updates) -1- ORDINANCE NO. 053, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS AMENDING CERTAIN SECTIONS OF CHAPTER 25 OF THE CODE OF THE CITY OF FORT COLLINS RELATING TO THE IMPOSITION, COLLECTION, AND ENFORCEMENT OF THE CITY’S SALES AND USE TAXES WHEREAS, Article XX, Section 6.g. of the Colorado Constitution grants to the City of Fort Collins, as a home rule municipality, all powers necessary to levy and collect taxes for municipal purposes, subject to any limitations in the Colorado Constitution; and WHEREAS, on November 16, 1967, the City Council, in the exercise of its home rule taxing powers, adopted Ordinance No. 058, 1967, to levy, collect and enforce beginning on January 1, 1968, a sales and use tax on the purchase of tangible personal property sold at retail in the City and on certain taxable services provided in the City (the “Sales and Use Tax Code”); and WHEREAS, the Sales and Use Tax Code is currently found in Chapter 25, Article III of the City Code, which has been significantly amended many times since its adoption in 1967; and WHEREAS, Chapter 25, Article II, Division 3 of the City Code authorizes rebates of City sales tax impose on food to low-income residents of the City, and the City Council desires to amend the City Code to provide increased flexibility in administering the program; and WHEREAS, City staff has reviewed the Sales and Use Tax Code and has recommended revisions to clarify definitions and taxable transactions, to remove the exemption for cigarettes, to clarify that the City’s disposable bag fee is not subject to tax, to raise the dollar threshold for which written settlement agreements are required, and other changes that may be characterized as clean- up items; and WHEREAS, City Council hereby finds that amending the City Code as proposed in this Ordinance is in the best interests of the City and its taxpayers and promotes the health, safety and welfare of the community by providing for the accurate and efficient imposition, collection and enforcement of the City’s taxes. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That Section 25-46 of the Code of the City of Fort Collins is hereby amended to read as follows: Sec. 25-46. Definitions. The following words, terms and phrases, when used in this Division, shall have the meanings ascribed to them in this Section: 2.2 Packet Pg. 18 Attachment: Ordinance No. 053, 2022 (11577 : SR 053 2022 Sales Tax Code Updates) -2- Applicant means a person who applies to the City for a tax rebate under this Division 3. Household shall mean collectively the applicant and the following who reside with the applicant: applicant's spouse, parents, grandparents, children by birth or adoption, step children, foster children, children under legal guardianship, and any other person for whom the applicant provides a majority of the person’s support for the period during which a rebate is sought. Unrelated persons who reside at the same physical address and are financially independent of each other may individually apply and each qualify as a household. The City's determination shall be final with regard to eligibility as a household. Section 3. That Section 25-48 of the Code of the City of Fort Collins is hereby amended to read as follows: Sec. 25-48. Application for rebate. Application for the sales tax rebate on food shall be made on forms to be provided by the City. Only one (1) application shall be filed per household. In order to qualify for such rebate, an application must be filed with the City, and shall be for the rebate of the taxes imposed and paid on food during a twelve (12) month period to be established by the Financial Officer. In no event shall a household receive more than one rebate for said 12-month period. The Financial Officer or their designee shall prepare, adopt and make available all forms necessary to apply for this rebate, including requirements for proof of income. The application shall contain a notice that willful misstatement, falsification or omission of material fact is a violation of this Section. The applicant shall attest the application and any affidavits required therewith under penalty of perjury. Section 4. That Section 25-49 of the Code of the City of Fort Collins is hereby amended to read as follows: Sec. 25-49. Qualifications. In order to qualify for the sales tax rebate, all members of the applicant's household must have resided within the City or the City's Growth Management Area, as defined in § 1-2 and as amended, during the entirety of the 12-month period for which the rebate is sought. The applicant's household shall have a total annual income that does not exceed fifty (50) percent of the area median income for the applicable household size in the Fort Collins-Loveland metropolitan statistical area, up to a maximum household income of fifty (50) percent of the area median income for a household of eight (8), as most recently published by the United States Department of Housing and Urban Development for the 12-month period in which the tax to be rebated was imposed. Section 5. That Section 25-51 of the Code of the City of Fort Collins is hereby amended to read as follows: 2.2 Packet Pg. 19 Attachment: Ordinance No. 053, 2022 (11577 : SR 053 2022 Sales Tax Code Updates) -3- Sec. 25-51. Payment. The City shall make a single rebate payment to each qualified household for which an application has been properly filed by joint payment to adult members of the household and to parents or guardians on behalf of all children of the household. The method of payment shall be determined by the Financial Officer in conformity with the provisions of this Division. Section 6. That Section 25-52 of the Code of the City of Fort Collins is hereby amended to read as follows: Sec. 25-52. Administration. The Financial Officer shall administer the program established by this Division and shall prepare a rebate application form, adopt rules and regulations and internal guidelines consistent with the provisions of this Division for the proper administration and enforcement of the same. The Financial Officer is authorized to audit and verify the applications submitted pursuant to this Division. Any rebate application form shall require the applicant to verify and sign the application under oath. The burden of proving entitlement to a rebate under this Division is on the applicant. The Financial Officer may require other reasonable information to support the rebate application Section 7. That Section 25-63 of the Code of the City of Fort Collins is hereby amended to read as follows: Sec. 25-63. Definitions. (a) The following words, terms and phrases, when used in this Division, shall have the meanings ascribed to them in this Section: Manufacturing equipment shall mean equipment to be used in the City that is necessary and essential to the operation or performance of an integrated series of operations that places a product, article, substance, commodity, or other tangible personal property in a form, composition, or character different from that in which it was acquired, whether for sale or for use by a qualifying manufacturer. The change in form, composition, or character must result in a new product, article, substance or commodity that is different from and has a distinct name, character, or use from the raw or prepared materials. Qualifying manufacturer shall mean an industrial manufacturer who, in an industrial setting, uses manufacturing equipment to produce a new product, article, substance or commodity that is different from and has a distinctive name, character or use from the raw or prepared materials used to manufacture the product, article, substance, or commodity. (b) Any words, terms and phrases used in this Division not defined in Subsection (a) of this section shall have the meaning given to them in § 25-71. Section 8. That Section 25-71 of the Code of the City of Fort Collins is hereby amended to read as follows: 2.2 Packet Pg. 20 Attachment: Ordinance No. 053, 2022 (11577 : SR 053 2022 Sales Tax Code Updates) -4- Sec. 25-71. Definitions. The following words, terms and phrases, as used in this Article, shall have the following meanings: . . . Engaged in business in the City shall mean performing or providing services or selling, leasing, renting, delivering or installing tangible personal property, products, or services for storage, use or consumption within the City. Engaged in business in the City includes, but is not limited to, any one of the following activities by a person or retailer: (1) Directly, indirectly, or by a subsidiary maintaining a building, store, office, salesroom, warehouse, or other place of business within the taxing jurisdiction; (2) Sending one (1) or more employees, agents or commissioned sales persons into the taxing jurisdiction to solicit business or to install, assemble, repair, service, or assist in the use of its products, or for demonstration or other reasons; (3) Maintaining one (1) or more employees, agents or commissioned sales persons on duty at a location within the taxing jurisdiction; (4) Owning, leasing, renting or otherwise exercising control over real or personal property within the taxing jurisdiction; (5) As a retailer, who has a physical presence in the State of Colorado, making more than one (1) retail sale of tangible personal property, products or services within a twelve (12) month period, where the property or product is delivered by any means common carrier to a location within the City, or the service rendered occurs within the City; or (6) Making retail sales sufficient to meet the definitional requirements of economic nexus as defined in this Article. . . . Manufacturing shall mean the operation or performance of an integrated series of operations that places a product, article, substance, commodity, or other tangible personal property in a form, composition, or character different from that in which it was acquired, whether for sale or for use by a qualifying manufacturer. The change in form, composition, or character must result in a new product, article, substance or commodity that is different from and has a distinct name, character, or use from the raw or prepared materials. . . . Section 9. That effective June 26, 2022, Section 25-73(c) of the Code of the City of Fort Collins is hereby amended by the deletion of paragraph (10) and all subsequent paragraphs shall be renumbered accordingly: 2.2 Packet Pg. 21 Attachment: Ordinance No. 053, 2022 (11577 : SR 053 2022 Sales Tax Code Updates) -5- Section 10. That Section 25-73(c) of the Code of the City of Fort Collins is hereby amended by the addition of a new paragraph (26) which reads in its entirety as follows: Sec. 25-73. Imposition of the sales tax and exemptions. . . . (c) Transactions and items exempt from the sales tax. The following shall be exempt from the sales tax: . . . (26) The disposable bag fee established in Article XIII of Chapter 12 of this Code, retroactive to May 1, 2022. Section 11. That effective June 26, 2022, Section 25-74(b) of the Code of the City of Fort Collins is hereby amended by the deletion of paragraph (17) and all subsequent paragraphs to be renumbered accordingly: Section 12. That Section 25-198(c) of the Code of the City of Fort Collins is hereby amended to read as follows: Sec. 25-198. Compromise and settlement by Financial Officer. . . . (c) Whenever a settlement by the Financial Officer results in a compromise of an assessed amount of ten thousand dollars ($10,000) or more or for a potential claim the amount of which cannot be reasonably determined, a written settlement agreement between the City and the taxpayer shall be required as a condition of settlement. The fully executed settlement agreement shall be retained in the files of Financial Services together with the Financial Officer's opinion. . . . Section 13. That Section 25-328 of the Code of the City of Fort Collins is hereby amended to read as follows: Sec. 25-328. Payment of tax. Every telephone utility company subject to this Division shall file a tax return each month with the Financial Officer on or before the twentieth day of each month for the preceding month and remit the tax due to the Financial Officer simultaneously therewith. Section 14. That Section 25-329 of the Code of the City of Fort Collins is hereby amended to read as follows 2.2 Packet Pg. 22 Attachment: Ordinance No. 053, 2022 (11577 : SR 053 2022 Sales Tax Code Updates) -6- Sec. 25-329. Failure to pay. If any telephone utility company subject to this Division fails to pay any of the taxes due under this Division on the date that the tax is due, interest at the rate of one (1) percent per month shall be calculated for each month or portion of a month from the due date that a tax deficiency remains unpaid. The full amount of the tax together with all interest accruing shall be and is hereby declared to be a debt due and owing from such utility to the City, which shall be due and collectible from such company by civil action in any court of competent jurisdiction. Introduced, considered favorably on first reading, and ordered published this 3rd day of May, A.D. 2022, and to be presented for final passage on the 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk Passed and adopted on final reading on this 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk 2.2 Packet Pg. 23 Attachment: Ordinance No. 053, 2022 (11577 : SR 053 2022 Sales Tax Code Updates) Agenda Item 3 Item # 3 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Jonathan Piefer, Sr. Specialist, Real Estate David Betley, Civil Engineering Manager Ryan Malarky, Legal SUBJECT Second Reading of Ordinance No. 054, 2022, Approving the Vacatio n and Rededication of Four Permanent Utility Easements Located on Lots 2 and 3 of the Lakeview on the Rise Subdivision. EXECUTIVE SUMMARY This Ordinance, unanimously adopted on First Reading on May 3, 2022, vacates and accepts rededication of four permanent utility easements at the Lakeview on the Rise Subdivision. The four original easements (the “Original Easements”) were dedicated to the City prior to the initial construction and installation of the equipment and fixtures providing said utilities (the “Utility Equipment”). After construction was completed, the property owner determined that the Utility Equipment was not situated entirely within the boundaries of the Original Easements. To remedy this situation, staff recommends that the City vacate th e Original Easements and accept a new Deed of Dedication of Easement (the “New Easement Deed”) in favor of the City providing for four permanent utility easements that correctly describe the location of the Utility Equipment (the “New Easements”). STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on Second Reading. ATTACHMENTS 1. First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (PDF) 2. Ordinance No. 054, 2022 (PDF) 3 Packet Pg. 24 Agenda Item 13 Item # 13 Page 1 AGENDA ITEM SUMMARY May 3, 2022 City Council STAFF Jonathan Piefer, Sr. Specialist, Real Estate David Betley, Civil Engineering Manager Ryan Malarky, Legal SUBJECT First Reading of Ordinance No. 054, 2022, Approving the Vacation and Rededication of Four Permanent Utility Easements Located on Lots 2 and 3 of the Lakeview on the Rise Subdivision. EXECUTIVE SUMMARY The purpose of this item is to approve an Ordinance that would vacate and accept rededication of four permanent utility easements at the Lakeview on the Rise Subdivision. The four original easements (the “Original Easements”) were dedicated to the City prior to the initial construction and installation of the equipment and fixtures providing said utilities (the “Utility Equipment”). After construction was completed, the property owner determined that the Utility Equipment was not situated entirely within the boundaries of the Original Easements. To remedy this situation, staff recommends that the City vacate the Original Easements and accept a new Deed of Dedication of Easement (the “New Easement Deed”) in favor of the City providing for four permanent utility easements that correctly describe the location of the Utility Equipment (the “New Easements”). STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION The lands comprising the Lakeview on the Rise Subdivision (the “Subdivision”) were originally owned and subdivided by Pedcor Investments, LLC, in the Plat dated April 25, 2017, (the “Plat”). The Plat created three separate lots, which were subsequently conveyed to Pedcor Investments-2015-CLII, L.P. (“Pedcor”), who remains the current owner of Lots 2 and 3 of the Subdivision, which are burdened by the Original Easements (the “Property”). Pedcor conveyed the Original Easements to the City by deed on June 6, 2019, to provide additional utilities easements outside of those specified on the Plat. The Utility Equipment was subsequently installed but did not fit entirely within the boundaries of the Original Easements. The proposed solution is for the City to vacate the Original Easements and Pedcor to dedicate the New Easements to accurately reflect the location of the Utility Equipment. The New Easements would be nearly identical to the Original Easements except for the proposed changes to what is referred to as Utility Easement ‘1’, which consist of several minor changes, including the following: a) a widening of two sections from 9’ to 20’; b) a widening of one section from 9’ to 14’; and c) adding an additional 9’ wide section approximately 65’ in length. As shown in Exhibits A-3 and A-4, the City will be acquiring an additional 12,190 square feet in Utility Easement ‘1’ in return for the City’s surrender of its easement rights in lands not actually burdened by the Utility Equipment. The vacation and rededication of the easements will clear up the associated title issues and preserve the rights of the City to access, maintain, and operate the Utility Equipment on the Property. ATTACHMENT 1 COPY3.1 Packet Pg. 25 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11582 : SR 054 Vacation and Rededication of Utility Agenda Item 13 Item # 13 Page 2 ATTACHMENTS 1. Vicinty Map (PDF) COPY3.1 Packet Pg. 26 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11582 : SR 054 Vacation and Rededication of Utility -1- ORDINANCE NO. 054, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROVING THE VACATION AND REDEDICATION OF FOUR PERMANENT UTILITY EASEMENTS LOCATED ON LOTS 2 AND 3 OF THE LAKEVIEW ON THE RISE SUBDIVISION. WHEREAS, Pedcor Investments-2015-CLII, L.P. (“Pedcor”) is the owner of certain real property in Larimer County, Colorado legally described as Lots 1, 2, and 3, Lakeview on the Rise Subdivision, Fort Collins, Colorado (the “Property”); and WHEREAS, Pedcor conveyed certain utility easements to the City by Deed of Dedication of Easement dated June 6, 2019, and recorded in the records of the Larimer County Clerk and Recorder on July 17, 2019, at Reception No. 20190040395 (the “Original Easements”), to provide additional utility easements outside of those specified on a 2017 plat of the Property; and WHEREAS, the Original Easements are described on Exhibit “A”, attached and incorporated herein by reference; and WHEREAS, the utility equipment was installed but not entirely within the boundaries of the Original Easements; and WHEREAS, City staff, in coordination with Pedcor, has identified minor location changes to the Original Easements necessary to encompass the actual location of the utility equipment, including the addition of sixty-five foot long portion of easement and the widening of two other sections of easement (the “Replacement Easements”); and WHEREAS, a copy of the Deed of Dedication from Pedcor for the Replacement Easements is attached as Exhibit “B” and incorporated herein by reference; and WHEREAS, if the City Council approves the vacation of the Original Easements and acceptance of the Replacement Easements, the City will acquire an additional 12,190 square feet of utility easement in exchange for its vacation of its easement rights in portions of the Property not actually burdened by the utility equipment; and WHEREAS, City staff has recommended the City Council vacate the Original Easements and accept the rededication of the Replacement Easements by Pedcor; and WHEREAS, Section 23-111(a) of the City Code authorizes the City Council to sell, convey or otherwise dispose of any interest in real property owned by the City, provided that the City Council first finds, by ordinance, that such sale or disposition is in the best interests of the City. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes any and all determinations and findings contained in the recitals set forth above. 3.2 Packet Pg. 27 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) -2- Section 2. That the City Council hereby finds that the vacation of the Original Easements and acceptance of the Replacement Easements, on the terms and conditions described herein, is in the best interests of the City. Section 3. That the City Council hereby authorizes the Mayor to accept the Deed of Dedication for the Replacement Easements in substantially the form attached as Exhibit “B”, together with such additional terms and conditions as the City Manager, in consultation with the City Attorney, determines are necessary or appropriate to protect the interests of the City. Section 4. That the City Council hereby vacates, terminates and abandons the Original Easements more particularly described on Exhibit “A”, effective as of the date that this Ordinance and the Deed of Dedication for the Replacement Easements have both been recorded in the records of the Larimer County Clerk and Recorder. Section 5. The City Council further authorizes the Mayor to execute such other documents as the City Manager, in consultation with the City Attorney, may determine are necessary or appropriate to further document the vacation, termination and abandonment of the Original Easements and acceptance of the Replacement Easements as described in this Ordinance. Introduced, considered favorably on first reading, ordered published this 3rd day of May, A.D. 2022, and to be presented for final passage on the 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk Passed and adopted on final reading on this 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk 3.2 Packet Pg. 28 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT A 3.2 Packet Pg. 29 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT A 3.2 Packet Pg. 30 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT A 3.2 Packet Pg. 31 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT A 3.2 Packet Pg. 32 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT A 3.2 Packet Pg. 33 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B 3.2 Packet Pg. 34 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B 3.2 Packet Pg. 35 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) City Acceptance ACCEPTED BY CITY: ____________________ Date Jeni Arndt, Mayor ATTEST: City Clerk ________________________ (Print Name) APPROVED AS TO FORM: Assistant City Attorney ________________________ (Print Name) EXHIBIT B 3.2 Packet Pg. 36 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B 3.2 Packet Pg. 37 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B 3.2 Packet Pg. 38 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B 3.2 Packet Pg. 39 Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B3.2Packet Pg. 40Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B3.2Packet Pg. 41Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B3.2Packet Pg. 42Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B3.2Packet Pg. 43Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B3.2Packet Pg. 44Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) EXHIBIT B3.2Packet Pg. 45Attachment: Ordinance No. 054, 2022 (11582 : SR 054 Vacation and Rededication of Utility Easements) Agenda Item 4 Item # 4 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Will Lindsey, Associate Planner Brad Yatabe, Legal SUBJECT Second Reading of Ordinance No. 055, 2022, Authorizing an Extension of the Temporary Exception to the Land Use Code to Allow T-Mobile to Place a Temporary Wireless Telecommunications Facility at 1800 East Harmony Road to Replace Lost Wireless Service Coverage. EXECUTIVE SUMMARY This Ordinance, unanimously adopted on First Reading on May 3, 2022, extends the authorization originally granted with Ordinance No. 167, 2021, for a temporary wireless telecommunication facility known as a cell-on- wheels (COW), operated by T-Mobile, currently located at 1800 East Harmony. The current temporary authorization is set to expire on June 7, 2022. This temporary facility is in place to address a critical loss in T - Mobile's existing cellular coverage in south Fort Collins caused by T -Mobile’s removal of wireless equipment from Platte River Power Authority (“PRPA”) infrastructure, to be us ed only until a permanent facility (proposed at 4518 Innovation Drive) is fully constructed and operational no later than December 1, 2022. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on Second Reading. ATTACHMENTS 1. First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (PDF) 2. Ordinance No. 055, 2022 (PDF) 4 Packet Pg. 46 Agenda Item 14 Item # 14 Page 1 AGENDA ITEM SUMMARY May 3, 2022 City Council STAFF Will Lindsey, Associate Planner Brad Yatabe, Legal SUBJECT First Reading of Ordinance No. 055, 2022, Authorizing an Extension of the Temporary Exception to the Land Use Code to Allow T-Mobile to Place a Temporary Wireless Telecommunications Facility at 1800 East Harmony Road to Replace Lost Wireless Service Coverage. EXECUTIVE SUMMARY The purpose of this item is to extend the authorization originally granted with Ordinance No. 167, 2021, for a temporary wireless telecommunication facility known as a cell-on-wheels (COW), operated by T-Mobile, currently located at 1800 East Harmony. The current temporary authorization is set to expire on June 7, 2022. This temporary facility is in place to address a critical loss in T-Mobile's existing cellular coverage in south Fort Collins caused by T-Mobile’s removal of wireless equipment from Platte River Power Authority (“PRPA”) infrastructure, to be used only until a permanent facility (proposed at 4518 Innovation Drive) is fully constructed and operational no later than December 1, 2022. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION On April 4, 2022, T-Mobile submitted a formal request to the City requesting an extension of Ordinance No. 167, 2021, to continue the maintenance and operation of a temporary cell-on-wheels (COW) located at 1800 E. Harmony Rd. The original ordinance placed the expiration of the temporary authorization on June 7, 2022. At the time of second reading on December 21, 2021, this aligned with the projected approval timeline for T-Mobile’s proposed permanent facility at 4518 Innovation Drive. A hearing for that permanent facility was held on January 24, 2022 and the Hearing Officer’s determination approving the facility with two conditions was issued on February 4, 2022. The conditions were that (1) a fall zone letter be provided by the applicant; and (2) the facility be redesigned from an unconcealed monopole to a concealed monopine. No appeal was filed against the decision within the required 14-day timeframe, and the decision was made final on February 18, 2022. T-Mobile submitted Final Development Plan (FDP) documentation to the City on March 23, 2022, and the project was deemed complete and routed for staff review on April 1, 2022. At the time of that routing it was estimated that final approval would be granted within 10 weeks at which point T-Mobile will be allowed to file for building permits and begin construction. Due to the conditions of approval, the time needed for the redesign, and the time needed for construction after final plan approval, T-Mobile is requesting that the current authorization for the COW be extended past June 7, 2022 . Staff is supportive of the request due to T-Mobile’s diligent and timely pursuit of final plan approval. To date, no public comments or complaints have been received regarding the temporary facility. ATTACHMENT 1 COPY4.1 Packet Pg. 47 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11581 : SR 055 T-Mobile Temporary Wireless Facility Agenda Item 14 Item # 14 Page 2 Staff recommends placing an expiration date of December 1, 2022, for the temporary facility which aligns with the estimated completion date as outlined in T-Mobile’s request. PUBLIC OUTREACH A mailed notice regarding the proposal and the Council date to review the Ordinance will be sent to all property owners of record with 800 feet of the site. That notice was mailed on April 19, 2022, two weeks before the Council Regular meetingn on May 3, 2022. ATTACHMENTS 1. Temporary Cell on Wheels Permit Extension Request (PDF) 2. Ordinance No. 167, 2021 (PDF) COPY4.1 Packet Pg. 48 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11581 : SR 055 T-Mobile Temporary Wireless Facility -1- ORDINANCE NO. 055, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING AN EXTENSION OF THE TEMPORARY EXCEPTION TO THE LAND USE CODE TO ALLOW T-MOBILE TO PLACE A TEMPORARY WIRELESS TELECOMMUNICATION FACILITY AT 1800 EAST HARMONY ROAD TO REPLACE LOST WIRELESS SERVICE COVERAGE WHEREAS, T-Mobile maintains a network of wireless telecommunication facilities and equipment within the City to provide wireless service; and WHEREAS, on May 14, 2021, T-Mobile was required to remove certain wireless equipment from the Platte River Power Authority infrastructure which resulted in a loss of T- Mobile wireless service coverage in a portion of south Fort Collins and deprived T-Mobile users in that area of an important means of communication and access to information; and WHEREAS, to allow for wireless service in the affected area until T-Mobile could construct a permanent wireless facility at 4518 Innovation Drive, City Council adopted Ordinance No. 167, 2021, on December 21, 2021, authorizing a temporary exception to the Land Use Code to allow T-Mobile to place a temporary wireless telecommunication facility, commonly known as a cell-on-wheels or COW, at 1800 East Harmony Road through the end of March 31, 2022, with monthly extensions granted by the Director of Community Development and Neighborhood Services through June 7, 2022; and WHEREAS, due to unanticipated delays related to the development process, the permanent wireless facility at 4518 Innovation Drive will not be operational by June 7, 2022; and WHEREAS, City staff estimates that approval of the final development plan for the permanent wireless facility will occur in mid-June at which time T-Mobile can apply for building permits and begin construction; and WHEREAS, T-Mobile anticipates that the permanent wireless facility at 4518 Innovation Drive will be constructed and operating within six months of the granting of all necessary City approvals and has requested an extension of the authorization for the COW; and WHEREAS, the City has received no complaints nor experienced any issues regarding T- Mobile’s COW at 1800 East Harmony Road and City staff supports the extension request due to T-Mobile’s diligent and timely pursuit of final development plan approval for its permanent wireless facility; and WHEREAS, the Land Use Code does not allow the placement of temporary wireless facilities such as COWs and in order for T-Mobile to do so, City Council must grant an exception to the Land Use Code; and WHEREAS, City Council finds that authorizing an extension of the COW at 1800 East Harmony Road through the end of December 1, 2022, in order to temporarily replace the lost 4.2 Packet Pg. 49 Attachment: Ordinance No. 055, 2022 (11581 : SR 055 T-Mobile Temporary Wireless Facility Extension) -2- service coverage, and no more, subject to revocation at Council’s will, is in the best interests of the citizens of Fort Collins. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes any and all determinations and findings contained in the recitals set forth above. Section 2. That the City Council extends the authorization for T-Mobile to temporarily maintain the COW with the same terms and requirements set forth in Ordinance No. 167, 2021, through the end of December 1, 2022, with the exception that the requirement set forth in Ordinance No 167, 2021, that T-Mobile request extensions from the Director through June 7, 2022, be eliminated. Introduced, considered favorably on first reading, and ordered published this 3rd day of May, A.D. 2022, and to be presented for final passage on the 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk Passed and adopted on final reading on this 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk 4.2 Packet Pg. 50 Attachment: Ordinance No. 055, 2022 (11581 : SR 055 T-Mobile Temporary Wireless Facility Extension) Agenda Item 5 Item # 5 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Anissa Hollingshead, City Clerk Carrie Daggett, City Attorney SUBJECT Second Reading of Ordinance No. 056, 2022, Calling a Special Municipal Election to be Held in Conjunction with the November 8, 2022 Larimer County General Election. EXECUTIVE SUMMARY This Ordinance, unanimously adopted on First Reading on May 3, 2022, calls a Special Municipal Election to be held in conjunction with the November 8, 2022, Larimer County General election, preserving the opportunity for Council to place Council-initiated or citizen-initiated questions on the November ballot. If Council decides to place any questions on the ballot, it would need to accomplish this by no later than its September 6 meeting. If Council does not take action by ordinance or resolution before the statutory deadline (September 9) to certify ballot language to Larimer County, the election will be cancelled, and the provisions of this Ordinance will be of no further force and effect. This Ordinance does not submit any specific question(s) to the November 8 ballot. Adoption of it is, however, a required first step in preserving the option for Council to submit any questions that Council may desire at the November 8, 2022, General Election. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on Second Reading. ATTACHMENTS 1. First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (PDF) 2. Ordinance No. 056, 2022 (PDF) 5 Packet Pg. 51 Agenda Item 15 Item # 15 Page 1 AGENDA ITEM SUMMARY May 3, 2022 City Council STAFF Anissa Hollingshead, City Clerk Carrie Daggett, City Attorney SUBJECT First Reading of Ordinance No. 056, 2022, Calling a Special Municipal Election to be Held in Conjunction with the November 8, 2022 Larimer County General Election. EXECUTIVE SUMMARY The purpose of this item is to call a Special Municipal Election to be held in conjunction with the November 8, 2022, Larimer County General election, preserving the opportunity for Council to place Council-initiated or citizen-initiated questions on the November ballot. If Council decides to place any questions on the ballot, it would need to accomplish this by no later than its September 6 meeting. If Council does not take action by ordinance or resolution before the statutory deadline (September 9) to certify ballot language to Larimer County, the election will be cancelled, and the provisions of this Ordinance will be of no further force and effect. This Ordinance does not submit any specific question(s) to the November 8 ballot. Adoption of it is, however, a required first step in preserving the option for Council to submit any questions that Council may desire at the November 8, 2022, General Election. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. ATTACHMENT 1 COPY5.1 Packet Pg. 52 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11578 : SR 056 Calling Special Election) -1- ORDINANCE NO. 056, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS CALLING A SPECIAL MUNICIPAL ELECTION TO BE HELD IN CONJUNCTION WITH THE NOVEMBER 8, 2022 LARIMER COUNTY GENERAL ELECTION WHEREAS, Section 31-2-210, Colorado Revised Statutes, provides that Charter amendments may be initiated by the adoption of an ordinance by the City Council submitting a proposed amendment to a vote of the registered electors of the City of Fort Collins; and WHEREAS, the decision to call a special election must be made by ordinance sooner than the deadline to place measures on the ballot; and WHEREAS, City staff will present to the City Council for consideration in between May and September, proposed Charter amendments related to City elections and possibly other measures for voter approval; and WHEREAS, for the foregoing reasons, the City Council wishes to call a special municipal election on November 8, 2022, to be held in conjunction with the Larimer County General Election, for the purpose of submitting to the electorate of the City any ballot issues approved by the City Council prior to the deadline for certifying ballot content to the Larimer County Clerk and Recorder. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That a Special Municipal Election in the City is hereby called for Tuesday, November 8, 2022, which shall be held in conjunction with the Larimer County General Election and conducted in such manner as shall be determined by the Larimer County Clerk and Recorder. Section 3. That the provisions of the Uniform Election Code of 1992, as amended, are hereby adopted with respect to the conduct of said election in lieu of the provisions of the Municipal Election Code of 1965. Section 4. That, subject to any applicable provision in Colorado statute to the contrary, the City Council may, by resolution or ordinance, submit to the voters at said election any citizen- initiated or City-initiated measure that complies with the requirements of the City Charter, irrespective of the nature of such measure. Section 5. That the City Clerk is hereby directed to certify the ballot content for the Special Municipal Election to the Larimer County Clerk no later than September 9, 2022, for any ballot titles set by the City Council prior to said date. 5.2 Packet Pg. 53 Attachment: Ordinance No. 056, 2022 (11578 : SR 056 Calling Special Election) -2- Section 6. That the Interim City Manager is hereby authorized to enter into an intergovernmental agreement with Larimer County for conduct of the election, pursuant to Section 1-7-116(2) of the Colorado Revised Statutes. Section 7. That, in the event that the City Council does not take action by ordinance or resolution prior to September 6, 2022, to submit any ballot measures to the voters at the November 8, 2022, Larimer County General Election, the election provided for herein shall be cancelled and the provisions of this Ordinance shall be of no further force and effect. Introduced, considered favorably on first reading, and ordered published this 3rd day of May, A.D. 2022, and to be presented for final passage on the 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk Passed and adopted on final reading on this 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk 5.2 Packet Pg. 54 Attachment: Ordinance No. 056, 2022 (11578 : SR 056 Calling Special Election) Agenda Item 6 Item # 6 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Adam Bromley, Director of Operations & Technology Kendall Minor, Utilities Executive Director Lance Smith, Utilities Strategic Finance Director Cyril Vidergar, Legal SUBJECT First Reading of Ordinance No. 058, 2022, Appropriating Prior Year Reserves in the Light & Power Fund for Purchase of Distribution and Substation Transformers. EXECUTIVE SUMMARY The purpose of this item is to bring forward an off-cycle supplemental appropriation of Light & Power reserves to fund a capital project consisting of the purchase of distribution and substation transformers. Information from transformer vendors indicates that prices and lead times are rising significantly, due to supply chain and inflationary challenges. With respect to distribution transformers, it will be necessary to either scale back the number of distribution transformers the City planned to purchase this year or request an additional appropriation to permit purchase of the expected number of transformers necessary to accommodate new customers and prudent asset replacement. A reduction in the number of transformers purchased could negatively impact new development and system reliability. The proposed supplemental appropriation includes $1,432,000 to allow more distribution transformers to be ordered in 2022 so that sufficient stock can be delivered as soon as available, likely in late 2023 at the earliest. In addition, a new substation will be necessary to adequately serve the northeast areas of the City as those areas develop. The proposed supplemental appropriation also includes $2,234,000 for the two substation transformers needed to serve this load growth. Again, this supplemental appropriation is recommended to avoid waiting to place these orders when additional funds would otherwise become available in early 2023 and should allow these transformers to be delivered within the next three years given current lead-times. The total supplemental appropriation being proposed f or Council consideration is for $3,666,000. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION Distribution Transformers Light & Power (L&P) staff has engaged with the distribution transformer man ufacturer industry to better understand the significant price increases to the transformers that are typically purchased. The main drivers of the price increases are related to supply chain issues mainly related to shortages and/or significant inflationary pressures for almost all raw materials used to construct a distribution transformer , including transformer core steel and aluminum secondary winding supplies. While some manufacturers are better off than others due to their buying power and existing contracts in these markets, these supply chain issues have far-reaching impacts to prices, lead times, labor and transportation costs, and production capacity. Recent industry 6 Packet Pg. 55 Agenda Item 6 Item # 6 Page 2 communications related to supply chain issues suggest that these price increases and extended lead times will endure the short term (i.e., through 2023) and will likely continue longer term or become permanent. L&P typically purchases a year’s worth of transformers in advance. L&P uses the economic order quantity estimating methodology, which considers historical usage data for each stock number along with known future work order needs, to arrive at the number of transformers to be purchased each year. This methodology works well when lead times are reasonable (i.e., 10 -20 weeks) or if lead time increases gradually. Depending on the specific transformer design needed, lead times can be approximately three to five times longer than seen in 2021, which does not provide enough time to react adequately. New developments and capital projects are on the horizon and L&P anticipates that new construction needs will not go away soon. L&P projects its current stock of distribution transformers may last until the summer or fall of 2023 with intention and judicious use of the units. Due to the great ly increased lead times on these transformers and to avoid running out of current transformer stock, L&P needs to order transformers now. Based on historical usage and projected needs, L&P staff has identified three transformer models (specific size and type) that are most likely to be needed prior to the end of 2023. Staff intends to use existing appropriated funds to order the single most used transformer type and size (single phase submersible). The requested supplemental appropriation will fund an additional quantity of that same transformer type and size, as well as necessary quantities of the other two high-use transformer models (three phase pad mounted, 75 kVA and 150 kVA). Because L&P relies on existing stock in the other transformer models and wil l need to stay ahead of the long lead times moving into the future, orders for all transformer models will need to be placed at the beginning of 2023 and 2024 to receive those transformers in 2024 and 2025. This will change the estimated budget for transformers that was originally planned in the Capital Improvement Plan (CIP) and 2023/24 BFO offer. All changes are shown in the table below. 2022 2022 Transformer Order Total Cost $2.225 M 2022 Transformer Budget $0.793 M Supplemental Appropriation Request to fulfill Total Cost $1.432 M 2023 2024 Transformer Budget Planned in CIP $1.132 M $1.260 M Updated BFO Offer for Transformer Budget $4.123 M $3.749 M Staff has researched and feels confident that these orders, along with the proposed supplementa l appropriation for the identified additional orders, will supplement existing stock levels such that L&P can continue to serve existing and new development. Staff also has contingency plans in place to ensure delivery of electric service to new and existing customers due to unexpected circumstances. Substation Transformers Anticipated annexations and growth in northeast Fort Collins will require a new substation to supply electric capacity to new customer loads to avoid overburdening existing substations in surrounding areas. A new substation will allow L&P to continue operating the system at current substation and feeder design standards, which guarantee high reliability and stability. Typically, each substation includes two substation power transformers and substation switchgear. This new substation is a planned in the Capital Improvement Plan (CIP) and scheduled for the 2023/24 budget cycle. Staff also reached out to the manufacturer that historically provided substation transformers to L&P and consulted other industry sources and discovered there are similar supply chain issues affecting substation transformer manufacturers. While lead times for these transformers are longer than 3 years at this point, prices do not appear to be increasing in the same manner. To avoid these longer delays for substation transformers, the proposed supplemental appropriation will facilitate immediate commencement of the procurement process. 6 Packet Pg. 56 Agenda Item 6 Item # 6 Page 3 The lead times for substation transformers does change the trajectory of the s ubstation construction schedule and associated purchases of other high dollar materials (i.e., switchgear). The same amount of capital dollars is proposed to complete construction of the new substation; however, it will be allocated differently than what was planned for in the CIP. The table below shows plan reflected in the CIP and the changes to that plan if the proposed supplemental appropriation and BFO offer are approved. 2022 2023 2024 2021 Capital Improvement Plan $6.649 M $3.761 M Supplemental Appropriation/Updated BFO offer $2.234 M $0.300 M $7.876 M CITY FINANCIAL IMPACTS Staff does not anticipate any negative financial impacts related to the appropriation from L&P reserves, which will maintain a healthy positive balance after the proposed appropriation. Knowing that future budget cycles will be impacted by supply chain constraints and significant price increases, Utilities’ leadership will continue to refine anticipated capital investment needs and escalating operating costs, and balance th ose needs with future rate adjustments and debt issuances. The following table shows the approximate impacts to L&P reserves after the proposed appropriation: Description Total $ Year-End 2020 Total Reserves $48.7 M Minimum Required ($8.0 M) Currently Appropriated ($17.1 M) Year-End 2020 Reserves Available $23.4 M 2021 Preliminary Additions ~$19 M Year-End 2021 Reserves Available ~$42 M Connexion Funding ($20 M) Distribution & Substation Transformers ($3.7 M) Remaining Reserves ~$18.3 M BOARD / COMMISSION RECOMMENDATION Staff presented this request to Council Finance Committee on May 5, 2022. Staff also presented the proposed supplemental appropriation to the Energy Board at its regular meeting on April 14, 2022. The Board voted unanimously to support the supplemental appropriation of L&P reserves. (Attachment 1) Adoption of these minutes is anticipated at the regular Board meeting on May 12, 2022. ATTACHMENTS 1. Energy Board (excerpt) (PDF) 6 Packet Pg. 57 DRAFT Minutes from Energy Board – April 14, 2022 TRANSFORMER PURCHASES: OFF-CYCLE APPROPRIATION REQUEST Adam Bromley, Interim Deputy Director, Utilities Light & Power (Attachments available upon request) Distribution transformers are the units that step voltage down and serve utility customers. Approximately 99%+ underground, historically transformers are in underground vaults. Stainless steel tanks reduce corrosion in vault environment. Reduces risk and increases reliability. Stainless steel supply is very constrained, staff looked into other grades , but it is still very difficult to source. There is a >130% price increase in stainless steel, with lead times over 1.5 years. Above ground - padmounted mild steel, has less of a chance of corrosion above ground. There are fewer supply issues and lower cost issues but are still significant (35-45%). Lead times are also long. Three (3)-phase padmounts needs are harder to predict because they are depending on Commercial and Industrial (C&I) development. Budget is increasing to get ahead in lead time and cost increases. BM Braslau commented it is critical to support this as the City and Council continue to push for electrification as well as more housing. Substation transformers - lead times are 3+ years. BM Braslau are we adjusting capacity fees to reflect these costs? Mr. Smith said staff is considering for 2023, regardless of where we are at in that cycle. VC Becker there must be implication to rates in general, these are just a piece of the larger puzzle? Mr. Bromley we are at the front end of understanding these material cost changes, this off cycle is a short-term solution. Debt issuance and rate increases would be a long -term solution, we don’t have all the data to know what those rate increase changes would be. Vice Chairperson moved to support an off-cycle appropriation of Light and Power (L&P) reserves to procure enough distribution transformers so that L&P can support new construction and necessary replacements through 2024, as well as an off -cycle appropriation of L&P reserves to begin the procurement process for two (2) substation transformers that will be used to complete the construction of a new substation that serves Northeast Fort Collins. Board member Braslau seconded the motion. Discussion: None. Vote on the motion: It passed unanimously, 7-0 ATTACHMENT 1 6.1 Packet Pg. 58 Attachment: Energy Board (excerpt) (11564 : L&P Distribution & Substation Transformers) -1- ORDINANCE NO. 058, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROPRIATING PRIOR YEAR RESERVES IN THE LIGHT & POWER FUND FOR PURCHASE OF DISTRIBUTION AND SUBSTATION TRANSFORMERS WHEREAS, the budget needs for Electric Utility Distribution System infrastructure replacement projects requested in the 2022 Budgeting for Outcomes (BFO) process included all known capital projects at that time; and WHEREAS, recent changes in supply markets and increased load growth create a need for the Electric Utility to accelerate orders for replacement distribution and substation infrastructure; and WHEREAS, the current funding shortfall between the approved Electric Distribution System infrastructure replacement projects requested in the 2022 BFO process and currently identified needs is due to unanticipated load growth-related projects, escalating materials and construction costs, and significantly longer manufacturer order fulfillment lead times; and WHEREAS, this Ordinance appropriates $3,666,000 from the (Electric Utility Enterprise) Light & Power Fund reserves to be spent in the Electric Distribution System Replacement project to accelerate ordering of planned replacement distribution and substation transformers to address current and emerging market conditions that may compromise replacement schedules or delay planned expansion projects; and WHEREAS, this supplemental appropriation benefits the public health, safety and welfare of the residents of Fort Collins and benefits Electric Utility ratepayers by proact ively ordering stock for use in completing scheduled and emerging replacement of high-use infrastructure and installation of new substation facilities in growth areas in order to maintain reliability and reduce outage frequency; and WHEREAS, Utilities staff believes proactively placing orders for such equipment earlier than initially planned will capture currently lower supply and construction costs than those anticipated in coming budget cycles and accommodate longer market order lead times, allowing Utility Services to receive such equipment by planned replacement or installation dates and maintain its high service standards; and WHEREAS, in 1995, the City Council adopted Article XII of City Code Chapter 23 to establish a program to acquire, exhibit and maintain art in public places to be funded by including in the Council’s appropriations for certain capital projects an amount equal to 1% of the construction costs for those projects, but this contribution amount for the City’s utilities is limited to a total annual contribution amount of 0.5% of each utility’s “budgeted operating revenue” (the “APP Ordinance”); and WHEREAS, contributions to art in public places for each utility are kept and spent in such utility’s own enterprise fund, with the exception of maintenance, administration, repair and display costs pursuant to City Code Section 23-303; and Packet Pg. 59 -2- WHEREAS, this supplemental appropriation does not require a contribution for art in public places under the APP Ordinance, as distribution and substation transformers are traditionally capitalized at the time of purchase as “operation and maintenance” expenses for Utility facilities, rather than when they are placed into service, even if they become components of capital projects; therefore, purchase of such equipment is exempt from the contribution requirements of the APP Ordinance; and WHEREAS, Article V, Section 9 of the City Charter permits the City Council, upon the recommendation of the City Manager, to make supplemental appropriations by ordinance at any time during the fiscal year such funds for expenditure as may be available from reserves accumulated in prior years, notwithstanding that such reserves were not previously appropriated; and WHEREAS, the Interim City Manager has recommended the appropriation described herein and determined that this appropriation is available and previously unappropriated from the Light & Power Fund and will not cause the total amount appropriated in the Light & Power Fund to exceed the current estimate of actual and anticipated revenues and all other funds to be received in this Fund during this fiscal year; and WHEREAS, Article V, Section 11 of the City Charter authorizes the City Council to designate in the ordinance when appropriating funds for a capital project, that such appropriation shall not lapse at the end of the fiscal year in which the appropriation is made, but continue until the completion of the capital project; and WHEREAS, the City Council wishes to designate the appropriation herein for the capital project consisting of the purchase of distribution and substation transformers as an appropriation that shall not lapse until the completion of the project. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That there is hereby appropriated from prior year reserves in the Light & Power Fund the sum of THREE MILLION SIX HUNDRED S IXTY-SIX THOUSAND DOLLARS ($3,666,000) to be expended in the Light & Power Fund for the capital project consisting of the purchase of distribution and substation transformers. Section 3. That the appropriation herein for the capital project consisting of the purchase of distribution and substation transformers is hereby designated, as authorized in Article V, Section 11 of the City Charter, as an appropriation that shall not lapse at the end of this fiscal year but continue until the completion of the project. Packet Pg. 60 -3- Introduced, considered favorably on first reading, and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. __________________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on the 7th day of June, A.D. 2022. __________________________________ Mayor ATTEST: _______________________________ City Clerk Packet Pg. 61 Agenda Item 7 Item # 7 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Nina Bodenhamer, City Give Director Ted Hewitt, Legal SUBJECT First Reading of Ordinance No. 059, 2022, Appropriating Philanthropic Revenue Received Through City Give for The Gardens on Spring Creek. EXECUTIVE SUMMARY The purpose of this item is to appropriate $55,000 in philanthropic revenue in the Cultural Services Fund for The Gardens on Spring Creek to support operations as designated by the donor and community partner, The Friends of the Gardens on Spring Creek. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION The City values the generosity and passion of nonprofit partners such as The Friends of the Gardens on Spring Creek that provide valuable assistance in public outreach, fundraising, and support for the City’s mission. In recognition of their commitment, the City commits to manage and properly expend charitable funds raised by The Friends of the Gardens in the same manner as if the funds were raised by the City itself. For over 30 years, The Friends of the Gardens on Spring Creek has fostered community support for the services and programs of The Gardens through stewardship, time, passion, fundraising, member ship programs and advocacy. Their mission is to cultivate a world -class botanic garden through fundraising and advocacy and raised the $55,000 in philanthropic support from community givers on behalf of The Gardens on Spring Creek. This award of $55,000 is above and beyond The Friends of the Gardens 2022 pledge of $150,000 in support of operations and the Butterfly Pavilion. The partnership is guided by an annual Memo of Understanding that facilitates the transfer of funds raised via membership to The Gar dens on Spring Creeks, and fundraising and event revenue cultivated on behalf of The Gardens. The Friends of The Gardens is an independent 501(c)(3) organization with an active membership of over 3,000 and is governed by a Board of seven passionate volun teers. More information can be found at: www.friendsgosc.org. CITY FINANCIAL IMPACTS This Ordinance will appropriate $55,000 of unanticipated philanthropic revenue for The Gardens on Spring Creek in the Cultural Services Fund for the designated purpose t o support operations. The funds have been received and accepted per City Give Administrative and Financial Policy. 7 Packet Pg. 62 -1- ORDINANCE NO. 059, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROPRIATING PHILANTHROPIC REVENUE RECEIVED THROUGH CITY GIVE FOR THE GARDENS ON SPRING CREEK WHEREAS, The Friends of the Gardens on Spring Creek (“Friends”) is an independent, not-for-profit 501(c)(3) organization established in 1988 whose mission is to support the general operating costs of the Gardens on Spring Creek through advocacy, community engagement, volunteerism, and fundraising; and WHEREAS, Friends has raised $55,000, which it desires to donate to the City through City Give to support operations of the Gardens on Spring Creek; and WHEREAS, the City desires to accept this philanthropic donation and pledges to manage and expend such funds for the benefit of the Gardens on Spring Creek as though the funds were raised by the City itself; and WHEREAS, this appropriation benefits public health, safety and welfare of the citizens of Fort Collins and serves the public purpose of funding the Gardens on Spring Creek; and WHEREAS, Article V, Section 9 of the City Charter permits the City Council, upon recommendation of the City Manager, to make a supplemental appropriation by ordinance at any time during the fiscal year, provided that the total amount of such supplemental appropriation , in combination with all previous appropriations for that fiscal year, do not exceed the current estimate of actual and anticipated revenues and all other funds to be received during the fiscal year; and WHEREAS, the Interim City Manager has recommended the appropriation described herein and determined that this appropriation is available and previously unappropriated from the Cultural Services Fund and will not cause the total amount appropriated in the Cultural Services Fund to exceed the current estimate of actual and anticipated revenues and all other funds to be received in this Fund during this fiscal year. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That there is hereby appropriated from new philanthropic revenue in the Cultural Services Fund the sum of FIFTY-FIVE THOUSAND DOLLARS ($55,000) to be expended in the Cultural Services Fund for the Gardens on Spring Creek. Introduced, considered favorably on first reading, and ordered published this 17th day of, May A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. Packet Pg. 63 -2- ______________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on the 7th day of June, A.D. 2022. ______________________________ Mayor ATTEST: _______________________________ City Clerk Agenda Item 8 Item # 8 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Derek Bergsten, PFA Fire Chief Jerry Howell, Fire Marshall Sarah Carter, Asst. Fire Marshall Aaron Guin, Legal SUBJECT Items Relating to the 2021 International Fire Code. EXECUTIVE SUMMARY A. First Reading of Ordinance No. 060, 2022, Amending Chapter 9 of the Code of the City of Fort Collins for the Purpose of Repealing the 2018 International Fire Code and Adopting the 2021 International Fire Code, with Amendments. (This ordinance was edited to correct formatting issues with no change to content.) B. First Reading of Ordinance No. 064, 2022, Making Changes to Fort Collins City Code Section 2-173 Related to the Adoption of the 2021 International Fire Code, with Amendments. The purpose of this item is to repeal the 2018 International Fire Code and adopt the 2021 International Fire Code (“IFC”), with local amendments. The International Code Council (“ICC”) publishes updated codes every three years. The Poudre Fire Authority Board of Directors has reviewed and approved this code package and is requesting the code be adopted as amended. The 2021 IFC proposed for adoption provides that appeals of decisions by the fire code official (Fire Chief, or by delegation, Fire Marshall) shall be heard by the Fort Collins Building Review Commission acting as the Fire Board of Appeals, as did the 2018 Fire Code. Ordinance No. 064, 2022 makes a related change to City Code Section 2-173 to reflect the Commission’s responsibility to serve as the Fire Board of Appeals as set forth in the 2021 IFC. STAFF RECOMMENDATION Staff recommends adoption of both Ordinances on First Reading. BACKGROUND / DISCUSSION Poudre Fire Authority (“PFA”) is responsible for the enforcement and administration of the IFC in the City of Fort Collins, Town of Timnath and unincorporated areas of Larimer and Weld Counties within the Poudre Valley Fire Protection District boundaries. Every three years, the IFC is updated by the ICC with the most recent update having been published in 2021. PFA routinely reviews new codes, proposes local amendments, and then seeks adoption of IFC changes and local amendments by Council. The proposed local amendments, developed in conjunction with the Fire Code Review Committee, include several changes to the local amendments currently in the City Code. There were a few significant changes to the IFC, including provisions related to the manufacture and storage of distilled spirits, installation and operation Agenda Item 8 Item # 8 Page 2 sprinkler coverage in multifamily dwellings, reducing a previous restriction on aerial access from arterial roads, and modification of appeal provisions so that a decision of the Fire Board of Appeals (consisting of the City’s Building Review Commission) could be further appealed to the PFA Board of Directors, rather than Council , since decisions subject to such appeals are made by the fire code official (Fire Chief, or by delegation, Fire Marshall) employed by PFA. At the July 27, 2021, PFA Board meeting, the Board adopted Resolution 21-14, appointing the Fire Code Review Committee (FCRC). (Attachment 1) This volunteer committee is comprised of community and industry stakeholders who reviewed the 2021 IFC and proposed local amendments to make a recommendation for adoption. The FCRC completed their work on Wednesday, December 1, 2021, with a unanimous recommendation to adopt the 2021 IFC along with the accompanying local amend ments. (Attachment 2) At the February 22, 2022, meeting, the PFA Board unanimously approved the IFC adoption and local amendments. (Attachment 3) The purpose of the FCRC is to ensure an inclusive process for code adoption, bringing industry experts and community stakeholders together to collaboratively guide the language of the adopted code to best serve the community. The hard work and commitment shown by the FCRC is vital to the success of code adoption and administration. This collaborative review setting provides a forum for stakeholders to offer valuable insights about community priorities and concerns, as well as the application of the fire code. During review meetings, the FCRC takes a close look at changes to the published code, as well as the adopt ed amendments. Discussions include industry trends, community feedback, alignment with partner jurisdictions, and lessons learned under the existing adopted code and amendments. Since the Fort Collins Building Department adopts many other International C odes, including the International Building Code, with local amendments, staff has included in the IFC amendments that are relevant to both codes. Similar processes occur with PFA’s other fire and life safety partners including the Town of Timnath and Larimer and Weld Counties. The FCRC reviewed all the proposed changes to the IFC, including proposed changes that ultimately were adopted as part of the 2021 International Building Code (IBC) by the City of Fort Collins, with local amendments. Since Chapters 9 (Fire Protection Systems) and 10 (Means of Egress) are the same in the IBC and IFC, it is essential that local amendments between the IBC and IFC correlate and, as the building department is primarily tasked with enforcement of Chapters 9 and 10, it makes sense for the IFC to be amended in the same way the local building official proposed local amendments to the IBC. The primary goal of the FRFC was to limit the number of local amendments to the code while still providing comprehensive life safety codes that are clear, relevant, and aligned with current practices. The group was able to accomplish this and focus the amendments that were brought forward on local community needs. Items of note for the 2021 IFC (as published) include: - Adding a new provision requiring fire sprinkler installation in unprotected high -rise buildings with some exceptions (IFC Section 1103.5.4). A study of PFA’s district determined that this provision would not require retrofit for sprinklers in any of the existing high -rise buildings, therefore this provision was not amended. - Adding new requirements for fire sprinklers in all occupancies related to the manufacture and bulk storage of distilled spirits (IFC Section 903.2.4.2 and 903.2.9.3). - Adding provisions specific to electric energy storage systems to address the rising popularity of adding storage capabilities to photovoltaic systems (IFC Section 1207). - Adding a new Chapter 40, outlining minimum safety requirements for the storage of distilled spirits, beers and wines not otherwise regulated by Chapters 50 and 57. Items of note for the 2021 IFC proposed local amendments include: 8 Packet Pg. 66 Agenda Item 8 Item # 8 Page 3 • To reduce confusion for designers and ensure appropriate sprinkler coverage without sacrificing the goal of preventing fire spread through unprotected attics, provisions requiring sprinkler coverage in attics in multifamily buildings were added to section 903.3.1.2.3 (National Fire Protection Association “NFPA” 13R systems) in place of requiring sprinkler design in accordance with NFPA 13. • With the significant increase in popularity of outdoor dining spaces, language regarding fire pits was modified to specifically include “fire tables” to ensure the safety of diners. • A previous restriction from using arterial roads to provide required aerial apparatus access was relaxed to better align with Land Use Code requirements with no reduction in firefighter safety or operational efficiency. • A table outlining the status of adoption for each IFC appendix was added for quick and easy user reference. • The Larimer County Urban Area Street Standards (LCUASS) was added as a referenced standard to align with street design standards used by partner jurisdictions. The Poudre Valley Fire Protection District (PVFPD) adopted the 2021 IFC at its February 23, 2022, m eeting, covering the unincorporated areas of Larimer and Weld Counties. The PVFPD adoption has been ratified by Larimer County Commissioners and is currently awaiting ratification by Weld County Commissioners. The Town of Timnath also is in the process of evaluating the recommended fire code and proposed amendments. The amendments for these other adoptions are very similar to this amendment package, with the primary differences being in the correlation of the amendments that were made to the IBC by the othe r jurisdictions. Additionally, the restrictions on the sale and possession of fireworks are not part of the PVFPD (Larimer and Weld County) adoption due to restrictions in Colorado Revised Statutes that limit a fire district’s ability to regulate fireworks. CITY FINANCIAL IMPACTS The impact of the changes to the published Code and proposed local amendments includes both increased and decreased short-term costs of development and construction which are estimated to offset, favoring a decrease. Neutral to decreased long-term costs coupled with improved opportunity for development are predicted due to efficiencies created by IFC and Land Use Code alignment. BOARD / COMMISSION RECOMMENDATION The Poudre Fire Authority Board of Directors reviewed these amendme nts at its February 22, 2022, meeting and unanimously passed Resolution 22-9 recommending adoption of the 2021 IFC, as amended, to the City of Fort Collins, Town of Timnath and the Poudre Valley Fire Protection District (PVFPD). Adoption of the 2021 IFC as amended was unanimously recommended by the Fire Code Review Committee (Attachment 2) and the Poudre Fire Authority Board of Directors (Attachments 3 and 4). PUBLIC OUTREACH The Fire Code Review Committee was appointed by the PFA Board of Directors and p rovides a cross section of code users and those impacted by the codes. This group met six times and unanimously supported the final adoption with local amendments. The PFA Board of Directors reviewed, and by resolution, recommended that the 2021 IFC, as amended, be adopted by the City, the Town of Timnath and the Poudre Valley Fire Protection District. ATTACHMENTS 1. Poudre Fire Authority Resolution 21-14 (PDF) 2. Fire Code Committee Minutes, December 1, 2021 (PDF) 3. Poudre Fire Authority Board Minutes, February 22, 2022 (PDF) 4. Poudre Fire Authority Resolution 22-9 (PDF) 8 Packet Pg. 67 Resolution 21 -14 Appointing a 2021 Fire Code Review Committee Whereas, the adoption and application of the current edition of the International Fire Code contributes to minimizing human suffering and property loss from fire, and Whereas, the 2021 edition of the International Fire Code represents the most current International Fire Code, and Whereas, the Board desires to include community input from those impacted by the enforcement of the Code through the adoption process. Now, therefore, be it resolved by the Poudre Fire Authority Board of Directors that the following community members are appointed to the 2021 International Fire Code Review Committee: 2021 International Fire Code Review Committee Mr. Jeremy Kobobel Mr. Eric Freid Kobobel Fire Protection Larimer County BuildinQ Mr. Paul Tanguay Mr. Don Watkins Broadcom Inc. Belford Watkins Group -Architects Captain (TBD) Mr. Nick Haws Poudre Fire Authority Northern EngineerinQ Mr. Todd Parker or Alternate Mr. John Holcombe Brinkman Construction Poudre School District Mrs. Megan Gaston Captain Carie Dann Colorado State University Building Loveland Fire Rescue Ms. Heidi Hansen Mr. Isaac Thompson City of Fort Collins Water Utilities Quality of Life and Safety Design Mr. Jeremy Tamlin Deputy Building Mr. Russ Hovland Official, Safebuilt Timnath City of Fort Collins Building Department Approved by the Poudre Fire Authority Board of Directors this 27th day of July, 2021. 1Jiri£sbn Acibuaai Attest ATTACHMENT 1 8.1 Packet Pg. 68 Attachment: Poudre Fire Authority Resolution 21-14 (11563 : Fire Code Adoption) Poudre Fire Authority 2021 International Fire Code Review Committee Meeting December 1st, 2021 11:00am to 1:00pm 1.November 17th meeting review and questions a.Minutes No issues with minutes b.Other items? In attendance: Beth McGhee Sarah Carter Jeremy Kobobel John Holcombe Bob Poncelow Paul Tanguay Steve Christen Ron Simms Nick Haws Eric Fried Rich Anderson Carie Dann Becca Mueller Jeremy had a question about water flows and if someone doesn’t fall within those parameters on the chart and Sarah said we will continue to work with designers and contractors on these issues to get as close as we can and get projects done 2.Appendix D – Fire Apparatus Access Roads a.Amendment changes i.Finish discussion from last meeting Not too many changes in here. One being in 102.2.3 installation timing, overall approved access is dependent on other adjacent projects. Access roads must be installed and serviceable before aboveground construction begins unless otherwise approved by fire code official. ATTACHMENT 2 8.2 Packet Pg. 69 Attachment: Fire Code Committee Minutes, December 1, 2021 (11563 : Fire Code Adoption) Access road construction from Nick Haws; have the ability on a case‐by‐case basis that we have other options for road base instead of being limited to asphalt. We will use provision in 104.10 to deal with these road surface issues. D103‐ stayed predominantly the same; added D to the figure number. Figures and table have remained the same. Additional points of access in the discussion previously this said first, second, third point of access etc., Sarah tried to simplify the language and bring this down to the basic issue of access out of 660 feet and no dead‐end access past 1320 feet. This aligns with Larimer County Land Use code and these numbers are pretty industry standard language. There are some provisions in rural land use language that differ. In those situations, we would refer to Larimer County Land Use Code and go from there. Bob Poncelow said that this is good stuff. D103.5.4 Bob said we are leaving that in so that we maintain additional points of access, Sarah said it is now D103.5.2. Sarah did also check with Loveland’s amendments and we match up well there. Gates securing fire lanes, we haven’t had a lot of trouble with this language. We have had some issues with what kind of locking mechanisms will be allowed and we are getting better with what those will be for access. Fire lanes signs will remain the same Minimum overhead clearances to stay the same Added a remoteness piece to this section Aerial access D105‐ the big question was can we look at aerial fire apparatus access on arterial roads. Talked to contractors, developers, traffic, etc. Chief Poncelow brought up that maybe giving access on arterials is a good idea after all. Where can we find a balance with design and construction community along with City requirements and Fire requirements. Discussion with crews was supportive of allowing access on arterial roads. Sarah added D105.6‐ Aerial fire apparatus access roads shall not be located on an arterial street with 6 or more travel lanes. Nick Haws said he thinks this is a great addition and now actually lives in code and the differentiation and definition of arterial roads. It’s a great compromise and keeps firefighter safety. Sarah asked if Eric had any thoughts or Chief Dann if she has any thoughts on Loveland. Bob said the provisions still exist with 15‐ and 30‐foot provisions still exist, and this is a good change for projects where we were struggling for access. Parallel language with the Lucas standards. Bob said his only thought might be the definition of travel lanes in the future. Will add “travel lanes as defined by the LCUASS Standards. (Beth added this to the amendments and Sarah will go in and reference the most current standards). Nick also asked is the placement of an area access road is required to be 15 to 30 feet. Land use code and really complicate this when you hit taller storied buildings. It creates issues with designers. Nick asked if we could change this to 35 feet. Sarah said 15 to 30 feet is the national standard and Sarah said that she is opposed to making that change specifically but, on a case‐by‐case basis, we can look to change that where it might be needed. It will be dependent on height, elevation. Sarah said she would love to hear from the Chief’s on this one. Bob said the further away you get the farther the reach is, if you do it on a case by case and you look at being able to reach the eave, you are probably good there. If there is a hardship and a hardship we can document, would look at these on a case‐by‐case basis and 8.2 Packet Pg. 70 Attachment: Fire Code Committee Minutes, December 1, 2021 (11563 : Fire Code Adoption) bring to the Fire Marshal. Carie Dann asked how often this is happening and Sarah said it happens quite frequently. The elevation setbacks are an issue in new builds quite often. No changes to multi‐family residential developments Only change to one‐ and two‐family dwellings just added the piece about multiple points of access from previous section 3. Appendices E, G, and H a. Adopted as references only. These are reference only standards and not requirements. They are just in here as a resource. Appendix E is hazard categories and discusses what they are. Gives examples and descriptions. Appendix G is cryogenic fluids weight and volume equivalents, has a bunch of conversion charts Appendix H is HMMP and HMIS instructions, the forms are a tool for someone who has never made one before. It is all the components you need for a plan Eric Fried mentioned that the version we are talking about here is Fort Collins specific but the one for Larimer County document will be a little different with county specific language Bob asked if we are adopted Appendix N, Sarah said yes. 4. Overall review for recommendation Sarah will send out the final draft version out to everyone. 5. Committee Vote There is no vote. But everyone agreed with the document we crafted through our meetings. No further meetings are planned. The Poudre Fire Authority thanks you for the generous donation of your time and expertise. Jerry thanked everyone, told everyone if they wanted to keep their code books they could, but if not, we will take them. Meeting adjourned at 12:43pm 8.2 Packet Pg. 71 Attachment: Fire Code Committee Minutes, December 1, 2021 (11563 : Fire Code Adoption) BOARD OF DIRECTORS MEETING February 22, 2022 The Poudre Fire Authority (PFA) Board of Directors met at 102 Remington Street on February 22, 2022, at 8:30 a.m. Directors Dave Pusey, Susan Gutowsky, and Mike DiTullio were present. Emily Francis and Kelly DiMartino were excused absent. Also present were Fire Chief Derek Bergsten, Budget and Administration Manager Kirsten Howard, Operations Division Chief Brandon Garcia, Support Division Chief Rick Vander Velde, Planning and Analysis Battalion Chief Sean Jones, Fire Prevention and Community Risk Reduction Division Chief Jerry Howell, Senior Human Resources Manager Janet Miller, and District Board Coordinator Patti Forsythe. Recording Secretary Shawn Williams was present virtually. PLEDGE OF ALLEGIANCE Dave Pusey called the meeting to order at 8:30 a.m. PUBLIC COMMENT There was no public comment. DISCUSSION ITEMS 1.Poudre Fire Authority Board Agenda Planning Calendar Derek Bergsten advised the Mulberry Annexation was removed from the PFA Board Agenda Planning Calendar until firm dates are set. CONSENT AGENDA 2.January 25, 2022, Poudre Fire Authority Board of Directors Meeting Minutes 3.Resolution Authorizing Appropriation of Funds for the Purchase of Land on East Mulberry Street for a Future Fire Station Mike DiTullio made a motion to approve the Consent Agenda. Susan Gutowsky seconded the motion. The motion passed by unanimous vote of the Board. STAFF REPORT 4.Senior Leadership Update Derek Bergsten provided the Senior Leadership Update to the Board. 5.COVID-19 Update Rick Vander Velde provided the COVID-19 Update to the Board. ATTACHMENT 3 8.3 Packet Pg. 72 Attachment: Poudre Fire Authority Board Minutes, February 22, 2022 (11563 : Fire Code Adoption) Poudre Fire Authority Board Meeting 2-22-2022 6. Legislative Update Derek Bergsten provided the Legislative Update to the Board. DISCUSSION ITEMS 7. 2021 International Fire Code Adoption Jerry Howell and Sarah Carter presented the 2021 International Fire Code Adoption to the Board. Susan Gutowsky made a motion to approve Resolution 22-9 Poudre Fire Authority Board of Directors Support and Recommend Adoption or Ratification of the 2021 International Fire Code. Mike DiTullio seconded the motion. The motion passed by unanimous vote of the Board. BRIEFING PAPERS / OTHER BUSINESS 8. Briefing Papers / Other Business A request was made to move forward to DISCUSSION ITEM 10. Executive Session and return to BRIEFING PAPERS/OTHER BUSINESS after the regular meeting reconvenes. CORRESPONDENCE 9. Correspondence DISCUSION ITEM 10. Executive Session to Develop Strategy and Instruct Negotiators for Real Estate Negotiations and to Receive Advice of Legal Counsel Related Thereto Kelly Duke, Attorney, Ireland Stapleton, joined the meeting and advised that the executive session would not be recorded due to attorney-client privilege. Susan Gutowsky made a motion as permitted by Colorado Revised Statutes Sections 24-6-402(4)(a) and (b) for the Board to go into executive session to receive advice of legal counsel on, and if appropriate to discuss, the land donation agreement for the proposed Station 7. The Board entered executive session at 10:09 a.m. The regular meeting reconvened at 10:14 a.m. Resolution Authorizing Fire Chief to Purchase Land Mike DiTullio made a motion to approve Resolution 22-8 Appropriation of Reserve for Contingency Funds for the Purchase of Land on East Mulberry Street for a Future Fire Station subject to minor changes and legal review. Susan Gutowsky seconded the motion. The motion passed by unanimous vote of the Board. Derek Bergsten advised the Board that the architect for Station 7 will make a presentation to the Board next month. 11. Consideration and Possible Action to Adjourn the Meeting 8.3 Packet Pg. 73 Attachment: Poudre Fire Authority Board Minutes, February 22, 2022 (11563 : Fire Code Adoption) Poudre Fire Authority Board Meeting 2-22-2022 The meeting adjourned at 10:17 a.m. 8.3 Packet Pg. 74 Attachment: Poudre Fire Authority Board Minutes, February 22, 2022 (11563 : Fire Code Adoption) ATTACHMENT 48.4Packet Pg. 75Attachment: Poudre Fire Authority Resolution 22-9 (11563 : Fire Code Adoption) -1- ORDINANCE NO. 060, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS AMENDING CHAPTER 9 OF THE CODE OF THE CITY OF FORT COLLINS FOR THE PURPOSE OF REPEALING THE 2018 INTERNATIONAL FIRE CODE AND ADOPTING THE 2021 INTERNATIONAL FIRE CODE, WITH AMENDMENTS WHEREAS, as early as 1958, the City has reviewed, amended and adopted the latest nationally recognized fire protection standards available for the times; and WHEREAS, the City previously adopted the 2018 International Fire Code, with local amendments, to minimize human suffering and property loss from fire; and WHEREAS, the 2021 edition of the International Fire Code represents the most current version now available; and WHEREAS, a Fire Code Review Committee, formed by the Poudre Fire Authority (“PFA”) in 2021 for the purpose of reviewing the 2021 International Fire Code, has recommended unanimously that the jurisdictions being served by PFA adopt the 2021 International Fire Code with certain local amendments tailored to the circumstances in Fort Collins; and WHEREAS, the Fire Prevention Bureau staff of the PFA, working in conjunction with the Fire Code Review Committee, also has reviewed the 2021 International Fire Code and the local amendments proposed by the Committee and has recommended that the jurisdictions being served by the PFA adopt the 2021 International Fire Code with the local amendments; and WHEREAS, at its meeting on February 22, 2022, the PFA Board of Directors approved Resolution 22-9 recommending that the 2021 International Fire Code with local amendments be adopted by those jurisdictions being served by PFA; and WHEREAS, the City Council has determined that it is in the best interests of the health, safety, and welfare of the City and its citizens that the 2021 International Fire Code, in substantially the form recommended by the Fire Code Review Committee and the PFA staff, be adopted, with local amendments as set forth in this Ordinance; and WHEREAS, pursuant to the City Charter Article II, Section 7, City Council may enact any ordinance which adopts a code by reference in whole or in part provided that before adoption of such ordinance the Council hold a public hearing thereon and that notice of the hearing shall be published twice in a newspaper of general circulation published in the City, with one of such publications occurring at least eight (8) days preceding the hearing and the other publication occurring at least fifteen (15) days preceding the hearing; and WHEREAS, in compliance with City Charter, Article II, Section 7, the City Clerk published in the Fort Collins Coloradoan such notice of hearing concerning adoption of the 2021 International Fire Code on May 1, 2022, and May 8, 2022; and -2- WHEREAS, attached as Exhibit “A” and incorporated herein by reference is the Notice of Public Hearing dated May 1, 2022, that was so published and which the Council hereby finds meets the requirements of Article II, Section 7 of the City Charter. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. The City Council hereby repeals the 2018 International Fire Code (“IFC”) and hereby adopts the 2021 IFC as amended by this Ordinance. Section 3. That Section 9-1 of the Code of the City of Fort Collins is hereby amended to read as follows: Section 9-1. Adoption of the International Fire Code, 2021 Edition. Pursuant to the authority conferred by Article II, Section 7 of the Charter and by Section 31-16-201 et seq., C.R.S., there is hereby adopted by reference as the fire code of the City, for the purposes of safeguarding of life and property from fire and explosion hazards arising from the storage, handling and use of hazardous substances, materials and devices, and from conditions hazardous to life or property in the occupancy of buildings and premises, the International Fire Code, 2018 2021 Edition, as promulgated by the International Code Council (hereafter, “this code” or “this fire code”). Except as to any portion of this fire code that is herein after added to, deleted, modified or amended in this Chapter, this fire code shall include all articles and appendices in the International Fire Code, 2018 2021 Edition. Not less than three (3) copies of this fire code shall be on file in the office of the Fire Marshal and may be inspected at regular business hours and purchased from the Fire Prevention Bureau at a price not to exceed one hundred dollars ($100.00) per copy. The provisions of this fire code shall be controlling within the limits of the City of Fort Collins. Section 4. That Section 9-2 of the Code of the City of Fort Collins is hereby repealed and reenacted to read as follows: Section 9-2 Amendments, additions, and deletions to the 2021 International Fire Code. The following articles, sections, divisions, subsections, and appendices of the International Fire Code, 2018 Edition, are hereby added, amended, deleted, modified, and renumbered, except as noted, to read as follows: The 2021 International Fire Code adopted in §9-1 is hereby amended to read as follows: -3- 1. Section 101.1 Title is hereby amended to read as follows: 101.1 Title. These regulations shall be known as the Fire Code of the City of Fort Collins, hereinafter referred to as “this code.” 2. Section 103.1 Creation of Agency is hereby deleted in its entirety and replaced with the following: [A] 103.1 Creation of agency. The [INSERT NAME OF DEPARTMENT] is hereby created and the official in charge thereof shall be known as the fire code official. The function of the agency shall be the implementation, administration and enforcement of the provisions of this code. 103.1 Creation of Agency. Pursuant to Section 1.2 of the July 15, 2014, Intergovernmental Agreement establishing the Poudre Fire Authority (“PFA” or “fire department”), the City has granted the Poudre Fire Authority the power and authority to enforce this code and PFA’s Fire Chief, directly or through delegation to the PFA Marshal, shall be known as the fire code official. The function of the agency shall be the implementation, administration, and enforcement of the provisions of this code. 3. Section 104.7 Liability is hereby amended to read as follows: 104.7 Liability. The fire code official, member of the board of appeals, officer or employee charged with the enforcement of this code, while acting for the jurisdiction, in good faith and without malice in the discharge of the duties required by this code or other pertinent law or ordinance, shall not thereby be rendered civilly or criminally liable personally, and is hereby relieved from all personal liability for any damage accruing to persons or property as a result of an act or by reason of an act or omission in the discharge of official duties, unless such act or omission is determined by a Court of competent jurisdiction to be willful and wanton, as provided in the Colorado Governmental Immunity Act, Section 24-10-101, et seq., C.R.S. 4. Section 104.7.1 Legal defense is hereby amended to read as follows: 104.7.1 Legal defense. Any suit or criminal complaint instituted against any PFA officer or employee because of an act or omission performed by that officer or employee in the lawful discharge of duties and under the provisions of this code, unless such act or omission is determined by a Court of competent jurisdiction to be willful and wanton, as provided in the Colorado Governmental Immunity Act, Section 24-10- 101, et seq., C.R.S., shall be defended by PFA’s legal representative until the final termination of the proceedings. The fire code official or any subordinate shall not be liable for costs in an action, suit or proceeding that is instituted in pursuance of the provisions of this code; and any officer of the department of fire prevention fire prevention bureau, acting in good faith and without malice, shall be free from liability for acts performed under any of its provisions or by reason because of any act or omission in the performance of official duties in connection therewith. -4- 5. Section 111.1 Board of Appeals established is hereby amended to read as follows: 111.1 Board of appeals established. In order to hear and decide appeals of orders, decisions or determinations made by the fire code official relative to the application and interpretation of this code, there shall be and is hereby created a board of appeals to be known as the Fire Board of Appeals. The members of the City of Fort Collins Building Review Commission, as appointed from time to time, shall constitute the Fire Board of Appeals. The fire code official shall be an ex officio member of said board but shall have no vote on any matter before the board. The board shall adopt rules of procedure for conducting its business and shall render all decisions and findings in writing to the appellant with a duplicate copy to the fire code official. Application for an appeal and all process and procedures for an appeal shall be as stipulated in Section 113 of the International Building Code, as amended and adopted by the City of Fort Collins. The board of appeals shall be appointed by the applicable governing authority and shall hold office at its pleasure. The board shall adopt rules of procedure for conducting its business and shall render all decisions and findings in writing to the appellant with a duplicate copy to the fire code official. 6. Section 111.3 Qualifications is hereby deleted in its entirety. 7. Section 112.4 Violation penalties is hereby amended to read as follows: 112.4 Violation penalties. Persons who shall violate a provision of this code or shall fail to comply with any of the requirements thereof or who shall erect, install, alter, repair or do work in violation of the approved construction documents or directive of the fire code official, or of a permit or certificate used under provisions of this code, shall be guilty of a [SPECIFY OFFENSE], punishable by a fine of not more than [AMOUNT] dollars or by imprisonment not exceeding [NUMBER OF DAYS], or both such fine and imprisonment. commits a civil infraction or misdemeanor, and upon conviction shall be subject to the provisions of Section l-15 of the City Code. Each day that a violation continues is deemed a separate offense. 8. A new Section 112.5 Work commencing before permit issuance is hereby added to read as follows: 112.5 Work commencing before permit issuance. In addition to penalties set forth in Section 112.4, any person or firm who, before obtaining the necessary permit(s), commences any construction of, or work on, a building, structure, fire protection system, fire alarm system, fire extinguishing system that is not otherwise exempted from obtaining a permit, may be subject to a stop work order and a work without permit fee in addition to the required permit fee as established by the fire code official. 9. A new SECTION 115 REPORTING OF EMERGENCIES AND FALSE ALARMS is hereby added to read as follows: -5- SECTION 115 REPORTING OF EMERGENCIES AND FALSE ALARMS 115.1 General. Reporting of emergencies, fires and hazardous materials releases shall be in accordance with Section 115. 115.2 Reporting Emergencies. In the event a fire occurs or upon the discovery of a fire, smoke, or unauthorized release of flammable, combustible, or hazardous materials on any property, the owner, the owner’s authorized representative, or the occupant shall, without delay, report such condition to the fire department. 115.3 False Alarms. False alarms shall not be given, signaled, or transmitted or caused or permitted to be given, signaled, or transmitted in any manner. 10. SECTION 202 DEFINITIONS is hereby amended to modify, or add, in alphabetical order, the following definitions: BARREL. A charred wooden process vessel made of bent staves held together with steel hoops, with the greatest diameter being at the center of the staves, known as the “bilge.” The ends, known as “heads,” are flat, and the rim formed by staves overlapping the heads is known as the “chime.” CASK. See “Barrel.” DWELLING. A building that contains one or two dwelling units used, intended or designed to be used, rented, leased, let or hired out to be occupied for living purposes. DWELLING. A building used exclusively for residential occupancy and for permitted accessory uses, including single-family dwellings, two-family dwellings and multi- family dwellings. The term dwelling shall not include hotels, motels, homeless shelters, seasonal overflow shelters, tents or other structures designed or used primarily for temporary occupancy. Any dwelling shall be deemed to be a principal building. DWELLING UNIT. A single unit providing complete, independent living facilities for one or more persons, including permanent provisions for living, sleeping, eating, cooking and sanitation. DWELLING UNIT. One or more rooms and a single kitchen and at least one bathroom, designed, occupied or intended for occupancy as separate quarters for the exclusive use of a single family for living, cooking and sanitary purposes, located in a single-family, two-family or multi-family dwelling, or mixed-use building. PUZZLE ROOM. A puzzle room is a type of special amusement area as defined in the Building Code of the City of Fort Collins, in which occupants are encouraged to solve a challenge to escape from a room or series of rooms. -6- ROOM, SLEEPING (BEDROOM). A habitable room within a dwelling or other housing unit designed primarily for the purpose of sleeping. The presence of a bed, cot, mattress, convertible sofa or other similar furnishing used for sleeping purposes shall be prima facie evidence that such space or room is a sleeping room. The presence of closets or similar storage facilities shall not be considered relevant factors in determining whether or not a room is a sleeping room. TOWNHOUSE. A single-family dwelling unit constructed in a as part of a group of three two or more attached individual dwelling units, in which each unit extends from the foundation to roof and with open space on not less than two sides each of which is separated from the other from the foundation to the roof and is located entirely on a separately recorded and platted parcel of land (site) bounded by property lines, which parcel is deeded exclusively for such single-family dwelling. 11. A new Section 307.2.2 Time and Atmospheric Restrictions is hereby added to read as follows: 307.2.2 Time and Atmospheric Restrictions. Open burning shall be performed only when time and atmospheric conditions comply with the limits set forth in the Open Burning Permit. 12. Section 307.4.1 Bonfires is hereby deleted in its entirety and replaced with the following: 307.4.1 Bonfires. A bonfire shall not be conducted within 50 feet (15 240 mm) of a structure or combustible material unless the fire is contained in a barbecue pit. Conditions that could cause a fire to spread within 50 feet (15 240 mm) of a structure shall be eliminated prior to ignition. 307.4.1 Bonfires. Bonfires are prohibited unless specifically approved and permitted by the fire code official. 13. Section 307.4.2 Recreational Fires is hereby deleted in its entirety and replaced with the following: 307.4.2 Recreational fires. Recreational fires shall not be conducted within 25 feet (7620 mm) of a structure or combustible material. Conditions that could cause a fire to spread within 25 feet (7620 mm) of a structure shall be eliminated prior to ignition. 307.4.2 Recreational fires. Recreational fires are prohibited. Exception: Recreational fires may be conducted at campgrounds, open camping areas, parks, open lands or similar areas in accordance with the rules and restrictions set forth by the authority having jurisdiction at such locations, provided that such fires do not have a fuel area that exceeds 2 feet in height and are not conducted within 25 feet of a structure or combustible material. -7- 14. Section 307.4.3 Portable outdoor fireplaces is hereby deleted in its entirety and replaced with the following: 307.4.3 Portable outdoor fireplaces. Portable outdoor fireplaces shall be used in accordance with the manufacturer’s instructions and shall not be operated within 15 feet (3048 mm) of a structure or combustible material. Exception: Portable outdoor fireplaces used at one and two-family dwellings. 307.4.3 Portable and Fixed Outdoor Fireplaces. Portable and fixed outdoor fireplaces, including fire tables, shall be used in accordance with the manufacturer’s instructions. Outdoor fireplaces for public use must be listed for commercial use. Outdoor fireplaces shall not be placed closer to combustible materials than what is stated in the manufacturer’s instructions. If the manufacturer’s instructions are not available or do not establish a distance, outdoor fireplaces shall not be operated within 15 feet (4572 mm) of a combustible structure or combustible material. Outdoor fireplaces shall not be operated underneath a combustible structure of any type. Outdoor fireplaces shall be gas or liquid-fueled unless otherwise approved by the fire code official. Exception: Outdoor fireplaces at one and two-family dwellings may use approved solid fuels. 15. Section 308.1.6.3 Sky lanterns is hereby amended to read as follows: 308.1.6.3 Sky lanterns. A person shall not release or cause to be released an untethered sky lantern. The use of sky lanterns, tethered or untethered, is prohibited. 16. Section 503.1 Where required is hereby amended to read as follows: 503.1 Where required. Fire apparatus access roads shall be provided and maintained in accordance with Sections 503.1.1 through 503.1.3 and Appendix D Fire Apparatus Access Roads. 17. Section 503.2 Specifications is hereby amended to read as follows: 503.2 Specifications. Fire apparatus access roads shall be installed and arranged in accordance with Sections 503.2.1 through 503.2.8 and Appendix D Fire Apparatus Access Roads. 18. Section 503.2.1 Dimensions is hereby amended to read as follows: 503.2.1 Dimensions. Fire apparatus access roads shall have an unobstructed width of not less than 20 feet (6096 mm), exclusive of shoulders, except for approved security gates in accordance with Section 503.6, and an unobstructed vertical clearance of not -8- less than 13 feet 6 inches (4115 mm) 14 feet (4267 mm). 19. Section 503.2.4 Turning Radius is hereby amended to read as follows: 503.2.4 Turning radius. The required turning radius of a fire apparatus access road shall be 25 feet (7.6 m) inside radius and 50 feet (15.2 m) outside radiusdetermined by the fire code official. 20. Section 503.2.7 Grade is hereby amended to read as follows: 503.2.7 Grade. The grade of the fire apparatus access road shall not exceed 10 percent in grade be within the limits established by the fire code official based on the fire department’s apparatus. Exception: Where approved by the fire code official, grades steeper than 10 percent due to geographic or location conditions may be permitted. 21. Section 503.2.8 Angles of approach and departure is hereby amended to read as follows: 503.2.8 Angles of approach and departure. The angles of approach and departure for fire apparatus access roads shall be within the limits established by the fire code official based on the fire department’s apparatus when entering or exiting fire apparatus access roads shall not exceed a 10 percent angle of approach or departure. 22. Section 503.6 Security gates is hereby amended to read as follows: 503.6 Security gates. The installation of security gates across a fire apparatus access road shall be approved by the fire code official. Where security gates are installed, they shall have an approved means of emergency operation and shall comply with the requirements of Appendix D 103.6. The security gates and the emergency operation shall be maintained operational at all times. Electric gate operators, where provided, shall be listed in accordance with UL 325. Gates intended for automatic operation shall be designed, constructed and installed to comply with the requirements of ASTM F2200. 23. Section 505.1 Address identification is hereby amended to read as follows: Section 505.1 Address identification. New and existing buildings or facilities shall be provided with approved address identification. The address identification shall be legible and placed in a position that is visible from the street or road fronting the property. Address identification characters shall contrast with their background. Address numbers shall be Arabic numbers or alphabetical letters. Numbers shall not be spelled out. Each character shall be not less than 4 inches (102 mm) high with a minimum stroke width of ½ inch (12.7 mm). Where required by the fire code official, address identification shall be provided in additional approved locations to facilitate -9- emergency response. Where access is by means of a private road and the building cannot be viewed from the public way, a monument, pole or other sign or means shall be used to identify the structure. Address identification shall be maintained. 24. A new Section 505.1.1 Address assignment and standards is hereby added to read as follows: 505.1.1 Address assignment and standards. Addresses shall be assigned by the governmental entity having jurisdiction (Fort Collins, Timnath, or Larimer County) and shall comply with the Larimer County Street Naming and Addressing Standards as contained in the Larimer County Urban Area Street Standards. 25. A new Section 505.1.2 Location and size is hereby added to read as follows: 505.1.2 Location and size. The address numbers and letters for any commercial or industrial buildings shall be placed at a height to be clearly visible from the street. The minimum height and stroke shall be in accordance with Table 505.1.2. A new TABLE 505.1.2 Location and size is hereby added to read as follows: TABLE 505.1.2 LOCATION AND SIZE 1 8 in.– 12 in. numbers shall be a minimum 1 in. stroke 2 13 in.– 20 in. numbers shall be a minimum 1 ½ in. stroke 3 21 in. and larger shall have proportional strokes to ensure visibility 26. A new Section 505.1.3 Posting on one- and two-family dwellings is hereby added to read as follows: 505.1.3 Posting on one- and two-family dwellings. The address numbers and letters for one- and two-family dwellings shall be a minimum of four inches in height with a minimum ½ inch stroke and shall be posted on a contrasting background. If bronze or brass numerals are used, they shall only be posted on a black background for visibility. 27. A new Section 505.1.4 Monument signs is hereby added to read as follows: Distance from street curb to building Letter/number height 1 – 100 feet 8 inches1 101 – 150 feet 10 inches1 151 – 200 feet 12 inches1 201 – 350 feet 14 inches2 351 – 500 feet 16 inches2 501 – 700 feet 20 inches2 In excess of 700 feet As approved by the Fire Code Official3 -10- 505.1.4 Monument signs. Monument signs may be used in lieu of address numbers and letters on the building as approved by the fire code official. 28. A new Section 505.1.5 Unit identifiers is hereby added to read as follows: 505.1.5 Unit identifiers. Buildings with multiple suites, apartments or units shall have the individual suites, apartments or units provided with individual identification numbers in sequential order. 1. Suite identifiers accessed from the exterior of the building shall be a minimum of four inches in height with a minimum ½ inch stroke. 2. Suite identifiers accessed from the interior of the building shall be a minimum of two inches in height with a minimum ¼ inch stroke. 3. Suites, apartments, or units located on the first floor shall be identified by numbers within the 100 or 1000 range or series; Suites, apartments or units located on the second floor shall be identified by numbers within the 200 or 2000 range or series; Suites, apartments or units located on the third floor shall be identified by numbers within the 300 or 3000 range or series. Higher floors shall follow this same numbering sequence. 29. A new Section 505.1.6 Multiple address postings is hereby added to read as follows: 505.1.6 Multiple address postings. Buildings, either individually or part of a multi- building complex, that have emergency access lanes on sides other than on the addressed street side, shall have the address numbers and street name on each side that fronts a fire lane. Buildings that are addressed on one street but are accessible from another street, shall have the address numbers and street name on each side that is adjacent to another street. 30. A new Section 505.1.7 Interior wayfinding is hereby added to read as follows: 505.1.7 Interior wayfinding. Approved wayfinding signage shall be posted in conspicuous locations within buildings to provide clear direction to locate any suite, apartment, or unit within the building. Interior wayfinding signage shall be a minimum of two inches in height with a minimum ¼ inch stroke. 31. A new Section 505.1.8 Exterior wayfinding is hereby added to read as follows: 505.1.8 Exterior wayfinding. Multiple-building complexes must have approved signage as needed to direct first responders to individual buildings. 32. A new Section 505.1.9 Campus addressing is hereby added to read as follows: 505.1.9 Campus addressing. Multiple-building complexes that have a single street address for the entire complex shall utilize alpha or numeric characters to identify the -11- individual buildings. Such identification shall be assigned to the buildings in a sequential order following a clockwise direction starting at the main entrance to the complex. 33. Section 507.2 Type of water supply is hereby amended to read as follows: 507.2 Type of water supply. A water supply shall consist of reservoirs, pressure tanks, elevated tanks, water mains or other fixed systems capable of providing the required sustainable fire flow. 34. Section 507.5 Fire hydrant systems is hereby amended to read as follows: 507.5 Fire hydrant systems. Fire hydrant systems shall comply with Sections 507.5.1 through 507.5.6 and Appendix C Fire Hydrant Locations and Distribution. 35. Section 507.5.1 Where required is hereby amended to read as follows: 507.5.1 Where required. Where a portion of the facility or building or portion thereof is hereafter constructed or moved into or within the jurisdiction is more than 400 feet (122 m) 300 feet (91 m) from a hydrant on a fire apparatus access road, as measured by an approved route around the exterior of the facility or building, on-site fire hydrants and mains shall be provided where required by the fire code official. Exceptions: 1. For Group R-3 one and two-family dwellings and Group U occupancies, the distance requirement shall be 600 feet (183 m) 400 feet (121 m). 2. For buildings equipped throughout with an approved automatic sprinkler system installed in accordance with Section 903.3.1.1 or 903.3.1.2, the distance requirement shall be 600 feet (183 m). 36. A new Section 606.5 Solid fuel-fired cooking appliances is hereby added to read as follows: 606.5 Solid fuel-fired cooking appliances. Solid fuel-fired commercial cooking appliances shall comply with applicable provisions of National Fire Protection Association (NFPA) 96. 37. Section 901.4.7.1 Access is hereby amended to read as follows: 901.4.7.1 Access. Automatic sprinkler system risers, fire pumps and controllers shall be provided with ready access. Where located in a fire pump room or automatic sprinkler system riser room, the door shall be permitted to be locked provided that the key is available at all times. The clear door opening shall be 32 inches wide and 80 inches high, or a size large enough to accommodate the largest piece of equipment, whichever is larger. 38. Section 903.2.1.1 Group A-1 is hereby amended to read as follows: -12- 903.2.1.1 Group A-1. An automatic sprinkler system shall be provided throughout stories containing Group A-1 occupancies and throughout all stories from the Group A-1 occupancy to and including the levels of exit discharge serving that occupancy where one of the following conditions exists: 1. The fire area exceeds 12,000 5,000 square feet (1115 464.5 m2). 2. The fire area has an occupant load of 300 or more. 3. The fire area is located on a floor other than a level of exit discharge serving such occupancies. 4. The fire area contains a multiple-theater complex. 39. Section 903.2.1.3 Group A-3 is hereby amended to read as follows: 903.2.1.3 Group A-3. An automatic sprinkler system shall be provided throughout stories containing Group A-3 occupancies and throughout all stories from the Group A-3 occupancy to and including the levels of exit discharge serving that occupancy where one of the following conditions exists: 1. The fire area exceeds 12,000 5,000 square feet (1115 464.5 m2). 2. The fire area has an occupant load of 300 or more. 3. The fire area is located on a floor other than a level of exit discharge serving such occupancies. 40. Section 903.2.1.4 Group A-4 is hereby amended to read as follows: 903.2.1.4 Group A-4. An automatic sprinkler system shall be provided throughout stories containing Group A-4 occupancies and throughout all stories from the Group A-4 occupancy to and including the levels of exit discharge serving that occupancy where one of the following conditions exists: 1. The fire area exceeds 12,000 5,000 square feet (1115 464.5 m2). 2. The fire area has an occupant load of 300 or more. 3. The fire area is located on a floor other than a level of exit discharge serving such occupancies. 41. A new Section 903.2.1.8 Group B is hereby added to read as follows: -13- 903.2.1.8 Group B. An automatic sprinkler system shall be provided for fire areas containing Group B occupancies where the fire area exceeds 5,000 square feet (464.5 m2). 42. Section 903.2.3 Group E is hereby amended to read as follows: 903.2.3 Group E. An automatic sprinkler system shall be provided for Group E occupancies as follows: 1. Throughout all Group E fire areas greater than 12,000 5,000 square feet (1115 464.5 m2). 2. The Group E fire area is located on a floor other than a level of exit discharge serving such occupancies. Exception: In buildings where every classroom has not fewer than one exterior exit door at ground level, an automatic sprinkler system is not required in any area below the lowest level of exit discharge serving that area. 3. The Group E fire area has an occupant load of 300 or more. 43. Section 903.2.4 Group F-1 is hereby amended to read as follows: 903.2.4 Groups F-1 and F-2. An automatic sprinkler system shall be provided throughout all buildings containing a Group F-1 or F-2 occupancy where one of the following conditions exists: 1. A Group F-1 or F-2 fire area exceeds 12,000 5,000 square feet (1115 464.5 m2). 2. A Group F-1 or F-2 fire area is located more than three stories above grade plane. 3. The combined area of all Group F-1 or F-2 fire areas on all floors, including any mezzanines, exceeds 24,000 square feet (2230 m2). 44. Section 903.2.6 Group I is hereby amended to read as follows: 903.2.6 Group I. An automatic sprinkler system shall be provided throughout buildings with a Group I fire area. Exceptions: 1. An automatic sprinkler system installed in accordance with Section 903.3.1.2 shall be permitted in Group I-1, Condition 1 facilities. 21. An automatic sprinkler system is not required where Group I-4 day care -14- facilities are at the level of exit discharge and where every room where care is provided has not fewer than one exterior exit door and the fire area does not exceed 5,000 square feet (464.5 m2). 32. In buildings where Group I-4 day care is provided on levels other than the level of exit discharge, an automatic sprinkler system in accordance with Section 903.3.1.1 shall be installed on the entire floor where care is provided, all floors between the level of care and the level of exit discharge and all floors below the level of exit discharge other than areas classified as an open parking garage. 45. Section 903.2.7 Group M is hereby amended to read as follows: 903.2.7 Group M. An automatic sprinkler system shall be provided throughout buildings containing a Group M occupancy where one of the following conditions exists: 1. A Group M fire area exceeds 12,000 5,000 square feet (1115 464.5 m2). 2. A Group M fire area is located more than three stories above grade plane. 3. The combined area of all Group M fire areas on all floors, including any mezzanines, exceeds 24,000 square feet (2230 m2). 46. Section 903.2.9 Group S-1 is hereby amended to read as follows: 903.2.9 Group S-1. An automatic sprinkler system shall be provided throughout all buildings containing a Group S-1 occupancy where one of the following conditions exists: 1. A Group S-1 fire area exceeds 12,000 5,000 square feet (1115 464.5 m2). 2. A Group S-1 fire area is located more than three stories above grade plane. 3. The combined area of all Group S-1 fire areas on all floors, including any mezzanines, exceeds 24,000 5,000 square feet (2230 464.5 m2). 4. A Group S-1 fire area used for the storage of commercial motor vehicles where the fire area exceeds 5,000 square feet (464.5 m2). 47. Section 903.2.9.1 Repair garages is hereby amended to read as follows: 903.2.9.1 Repair garages. An automatic sprinkler system shall be provided throughout all buildings used as repair garages in accordance with Section 406.8 of the International Building Code, as shown: -15- 1. Buildings having two or more stories above grade plane, including basements, with a fire area containing a repair garage exceeding 10,000 5,000 square feet (929 464.5 m2). 2. Buildings not more than one story above grade plane, with a fire area containing a repair garage exceeding 12,000 5,000 square feet (1115 464.5 m2). 3. Buildings with repair garages servicing vehicles parked in basements. 4. A Group S-1 fire area used for the repair of commercial motor vehicles where the fire area exceeds 5,000 square feet (464 m2). 48. Section 903.2.10 Group S-2 enclosed parking garages is hereby amended to read as follows: 903.2.10 Group S-2 parking garages. An automatic sprinkler system shall be provided throughout all buildings classified as parking garages containing a Group S- 2 occupancy where any of the following conditions exists: 1. Where the fire area of the enclosed parking garage, in accordance with Section 406.6 of the International Building Code, A Group S-2 fire area exceeds 12,000 5,000 square feet (1115 464.5 m²). 2. Where the enclosed parking garage, in accordance with Section 406.6 of the International Building Code, is located beneath other groups. Exception: Enclosed parking garages located beneath Group R-3 occupancies. 3. Where the fire area of the open parking garage, in accordance with Section 406.5 of the International Building Code, exceeds 48,000 square feet (4460 m2). 4. A Group S-2 fire area is located more than three stories above grade plane. 49. Section 903.2.11.1.3 Basements is hereby amended to read as follows: 903.2.11.1.3 Basements. Where any portion of a basement is located more than 75 feet (22 860 mm) from openings required by Section 903.2.11.1, or where walls, partitions or other obstructions are installed that restrict the application of water from hose streams, the basement shall be equipped throughout with an approved automatic sprinkler system. 50. Section 903.3.1.2.3 Attics is hereby amended only to add numbered item 5 and its Exceptions to read as follows: . . . 5. In buildings containing dwelling or sleeping units. -16- Exceptions (to item 5 only): 1. Buildings that do not contain more than 6 individual dwelling units or sleeping units and the units are separated from each other with a 1-hour fire barrier. 2. Buildings that do not contain more than 12 individual dwelling units or sleeping units and is divided into no more than 6 individual dwellings units (complying with number 1 above) by a minimum 2-hour fire wall. 3. Buildings containing only Group R-3 occupancy. 51. A new Section 903.3.1.4 Core and shell buildings is hereby added to read as follows: Section 903.3.1.4 Core and shell buildings. Automatic fire sprinkler systems in buildings constructed to house future tenant spaces that are not assigned an occupancy shall have minimum hazard classification of Ordinary Hazard 2 in accordance with NFPA 13. 52. Section 907.2.11 Single-and multiple-station smoke alarms is amended to read as follows: 907.2.11 Single- and multiple-stations smoke alarms. Listed single- and multiple- station smoke alarms complying with UL 217 shall be installed in accordance with Sections 907.2.11.1 through 907.2.11.7 and NFPA 72. Where one or more sleeping rooms are added or created in existing Group R Occupancies, the entire building shall be provided with smoke detectors located and installed as required for new Group R Occupancies described herein. 53. A new Section 907.8.5 Excessive false alarms is hereby added, to read as follows: 907.8.5 Excessive false alarms. An excessive number of false alarms shall be defined as two (2) alarm activations for a fire alarm system within a sixty (60) day period, provided that any such activations are not the result of a cause reasonably beyond the control of the owner, tenant, or operator of the building. In the event of an excessive number of false alarms, the fire code official may order the building owner, tenant, operator of the building or party responsible for the building to take reasonable actions necessary to prevent false alarms. These actions may include repair or replacement of the faulty alarm components, addition of tamper proof devices, modification of system design and repair of other building components which affect alarm system performance. The fire code official also may require the building owner, tenant, operator of the building or party responsible for the building to obtain an approved maintenance contract with a qualified fire alarm maintenance technician as required by NFPA 72 to provide continuous maintenance service of the system. -17- 54. A new SECTION 918 EMERGENCY RESPONDER COMMUNICATION COVERAGE is hereby added, to read as follows: SECTION 918 EMERGENCY RESPONDER COMMUNICATION COVERAGE 918.1 General. In-building two-way emergency responder communication coverage shall be provided in all new buildings in accordance with Section 510. 55. Section 1010.1.4 Floor elevation is amended to read as follows: 1010.1.4 Floor elevation. There shall be a floor or landing on each side of a door. Such floor or landing shall be at the same elevation on each side of the door. Landings shall be level except for exterior landings, which are permitted to have a slope not to exceed 0.25 unit vertical in 12 units horizontal (2-percent slope). All exterior steps, slabs, walks, decks and patios serving as exterior door landings or exterior stairs shall be adequately and permanently secured in place by approved methods to prevent such landings or stairs from being undermined or subject to significant displacement due to improper placement of supporting backfill or due to inadequate anchoring methods. Exceptions: 1. At doors serving individual dwelling units or sleeping units in Groups R-2 and R-3, a door is permitted to open at the top step of an interior flight of stairs, provided that the door does not swing over the top step. 2. At exterior doors serving Groups F, H, R-2 and S and where such doors are not part of an accessible route, the landing at an exterior door shall be not more than 7 inches (178 mm) below the landing on the egress side of the door, provided that the door, other than an exterior storm or screen door, does not swing over the landing. 3. At exterior doors serving Group U and individual dwelling units and sleeping units in Groups R-2 and R-3, and where such units are not required to be Accessible units, Type A units or Type B units, the landing at an exterior doorway shall be not more than 7¾ inches (197 mm) below the landing on the egress side of the door. Such doors, including storm or screen doors, shall be permitted to swing over either landing. 4. Variations in elevation due to differences in finish materials, but not more than ½ inch (12.7 mm). 5. Exterior decks, patios or balconies that are part of Type B dwelling units or sleeping units, that have impervious surfaces and that are not more than 4 inches (102 mm) below the finished floor level of the adjacent interior space of the dwelling unit or sleeping unit. 6. Doors serving equipment spaces not required to be accessible in accordance with Section 1103.2.9 of the International Building Code and serving an occupant load of five or less shall be permitted to have a landing on one -18- side to be not more than 7 inches (178 mm) above or below the landing on the egress side of the door. 7. Exterior doors serving individual dwelling units, other than the main entrance door to a dwelling unit, may open at one intervening exterior step that is equally spaced between the interior floor level above and exterior landing below, provided that the step has a minimum tread depth of 12 inches (30.48 cm), a maximum riser height of 7¾ inches (19.68 cm), and a minimum width equal to the door width and, provided further that the door does not swing over the step. 56. Section 1011.11 Handrails is hereby amended only as to the first paragraph to read as follows: 1011.11 Handrails. Flights of stairways of more than one riser shall have handrails on each side and shall comply with Section 1014. Where glass is used to provide the handrail, the handrail also shall comply with Section 2407 of the International Building Code. . . . 57. Section 1015.8 Window openings is hereby amended to read as follows: 1015.8 Window openings. Windows in Group R-2 and R-3 buildings including dwelling units, where the bottom of the clear opening top of the sill of an operable window opening is located less than 36 inches (914 mm) 24 inches (610 mm) above the finished floor and more than 72 inches (1829 mm) above the finished grade or other surface below on the exterior of the building, shall comply with one of the following: 1. Operable windows where the top of the sill of the opening is located more than 75 feet (22 860 mm) above the finished grade or other surface below and that are provided with window fall prevention devices that comply with ASTM F2006. 2. Operable windows where the openings will not allow a 4-inch-diameter (102 mm) sphere to pass through the opening when the window is in its largest opened position. 3. Operable windows where the openings are provided with window fall prevention devices that comply with ASTM F2090. 4. Operable windows that are provided with window opening control devices that comply with Section 1015.8.1. 58. A new Section 1015.9 Below grade openings is hereby added to read as follows: 1015.9 Below grade openings. All area wells, stair wells, window wells and light wells attached to any building that are located less than 36 inches from the nearest -19- intended walking surface and deeper than 30 inches below the surrounding ground level shall have guards or approved covers for fall protection. 59. Section 1031.2 Where required is hereby amended only as to Exceptions numbered items 1 and 5 to read as follows: . . . Exceptions: 1. Basements with a ceiling height of less than 80 inches (2032 mm) 72 inches (1828.8 mm) and that do not contain habitable space, shall not be required to have emergency escape and rescue openings. . . . 5. Within individual dwelling and sleeping units in Groups R-2 and R-3, where the building is equipped throughout with an automatic sprinkler system installed in accordance with Section 903.3.1.1, or 903.3.1.2 or 903.3.1.3, sleeping rooms in basements shall not be required to have emergency escape and rescue openings provided that the basement has one of the following: 5.1. One means of egress and one emergency escape and rescue opening. 5.2. Two means of egress. 60. A new Section 1031.3.4 Minimum height from floor is hereby added to read as follows: 1031.3.4 Minimum height from floor. Emergency escape and rescue window openings that are located more than 72 inches (1829 mm) above the finished grade shall have a sill height of not less than 24 inches (609 mm) measured from the finished interior side floor. 61. A new Section 1031.7 Drainage is hereby added to read as follows: 1031.7 Drainage. All window wells shall be designed for proper drainage by connecting to the building’s foundation drainage system required by Section 1805.4.2 of the International Building Code or by an approved alternative method. The inlet to the drainage system shall be a minimum of 4 inches (101 mm) below the window sill. Where no drains are required, the window well surface shall be a minimum of 4 inches (101 mm) below the window sill. Exceptions: 1. A drainage system for area wells is not required where the foundation is on well-drained soil or sand-gravel mixture soils in accordance with the United Soil Classification System, Group I Soils, in accordance with Section 1803.5.1 of the International Building Code. -20- 2. A drainage system is not required for new window wells on additions to existing dwellings where no foundation drainage system exists. 62. Section 1205.3 Other than Group R-3 buildings is hereby amended to read as follows: 1205.3 Other than Group R-3 buildings. Access to systems for buildings, other than those containing Group R-3 occupancies, shall be provide in accordance with Sections 1205.3.1 through 1205.3.3. Exception: Where it is determined by the fire code official that the roof configuration is similar to that of a Group R-3 occupancy, and the building does not exceed three stories and does not require aerial fire apparatus access in accordance with Appendix D, the residential access and ventilation requirements in Section 1205.2.1.1 through 1205.2.1.3 are a suitable alternative. 63. Section 3312.1 Stairways required is hereby amended to read as follows: [BE] 3312.1 Stairways required. Where building construction exceeds 40 20 feet (12 192 6096 mm) or one-story in height above the lowest level of fire department vehicle access, a temporary or permanent stairway shall be provided to all floors that have secured decking or flooring. As construction progresses, such stairway shall be extended to within one floor of the highest point of construction having secured decking or flooring. 64. Section 5001.1 Scope is hereby amended only as to Exceptions numbered item 10 to read as follows: . . . 10. The production, processing and storage of beer, distilled spirits and wines in barrels and casks when the facility is in conformance with the Distilled Spirits Council of the United States (“DISCUS”) “Recommended Fire Protection Practices for Distilled Spirits Beverage Facilities” and NFPA 13. . . . 65. Section 5601.1.3 Fireworks is hereby amended to read as follows: 5601.1.3 Fireworks. The possession, manufacture, storage, sale, handling and use of fireworks are prohibited. Exceptions: 1. Storage and handling of fireworks as allowed in Section 5604. 2. Manufacture, assembly and testing of fireworks as allowed in Section 5605. 32.The use of fireworks for fireworks displays as allowed in Section 5608. -21- 4. The possession, storage, sale, handling, and use of specific types of Division 1.4G fireworks where allowed by applicable laws, ordinances, and regulations, provided that such fireworks and facilities comply with the 2006 edition of NFPA 1124, CPSC 16 CFR Parts 1500 and 1507, and DOTn 49 CFR Parts 100–185, as applicable for consumer fireworks. 66. Section 5701.2 Nonapplicability is hereby amended only as to Exceptions numbered item 10 to read as follows: . . . 10. The production, processing and storage of beer, distilled spirits and wines in barrels and casks when the facility is in conformance with the DISCUS “Recommended Fire Protection Practices for Distilled Spirits Beverage Facilities” and NFPA 13. . . . 67. Section 5704.2.9.6.1 Locations where above-ground tanks are prohibited is hereby amended to read as follows: 5704.2.9.6.1 Locations where above-ground tanks are prohibited. Storage of Class I and II liquids in above-ground tanks outside of buildings is prohibited within the limits established by law as the limits of districts in which such storage is prohibited in accordance with the City of Fort Collins Land Use Code. 68. Section 5706.2.4.4 Locations where above-ground tanks are prohibited is hereby amended to read as follows: 5706.2.4.4 Locations where above-ground tanks are prohibited. The storage of Class I and II liquids in above-ground tanks is prohibited within the limits established by law as the limits of districts in which such storage is prohibited in accordance with the City of Fort Collins Land Use Code. 69. Section 5806.2 Limitations is hereby amended to read as follows: 5806.2 Limitations. Storage of flammable cryogenic fluids in stationary containers outside of buildings is prohibited within the limits established by law as the limits of districts in which such storage is prohibited in accordance with the City of Fort Collins Land Use Code. 70. Section 6104.2 Maximum capacity within established limits is hereby amended to read as follows: 6104.2 Maximum capacity with established limits. Within the limits established by law restricting the storage of liquefied petroleum gas for the protection of heavily populated or congested areas, the aggregate capacity of any one installation shall not exceed a water capacity of 2,000 gallons (7570 L) in accordance with the City of Fort -22- Collins Land Use Code. 71. Section 6109.13 Protection of containers is hereby amended to read as follows: 6109.13 Protection of containers. LP-gas containers shall be stored within a suitable enclosure or otherwise protected against tampering. Vehicle impact protection shall be provided as required by Section 6107.4. Exception: Vehicle impact protection shall not be required for protection of LP- gas containers where the containers are kept in lockable, ventilated cabinets of metal construction. 72. CHAPTER 80 REFERENCED STANDARDS is hereby amended by adding the following additional referenced standards: CHAPTER 80 REFERENCED STANDARDS ________________________________________________________________________ Distilled Spirits Council of the United States 1250 Eye Street, NW Suite 400 Washington, DC 20005 Standard Reference Title Code Reference 4th Edition, February 2020 Recommended Fire Protection Practices For Distilled Spirits Beverage Facilities ………5001.1, 5701.2 ________________________________________________________________________ Larimer County Engineering 200 W Oak Street Fort Collins, CO 80524 Standard Reference Title Code Reference Enacted August 1, 2021 Larimer County Urban Area Street Standards ………….……….….………D105.6 ________________________________________________________________________ DISCUS LCUASS -23- 73. A new CHAPTER 68 APPENDIX ADOPTION STATUS is hereby added to read as follows: APPENDIX TITLE STATUS A Board of Appeals Not Adopted B Fire-flow Requirements for Buildings Adopted, with amendments C Fire Hydrant Locations and Distribution Adopted, with amendments D Fire Apparatus Access Roads Adopted, with amendments E Hazard Categories Adopted as Reference F Hazard Ranking Adopted G Cryogenic Fluids—Weights and Volume Equivalents Adopted as Reference H Hazardous Materials Management Plan (HMMP) Adopted as Reference I Fire Protection Systems—Non-compliant Conditions Not Adopted J Building Information Sign Not Adopted K Construction Requirements for Existing Ambulatory Care Facilities Not Adopted L Requirements for Fire Fighter Air Replenishment Systems Adopted M High-rise Buildings—Retroactive Automatic Sprinkler Requirements Not Adopted N Indoor Trade Shows and Exhibitions Adopted -24- 74. Section B105.1 One-and two-family dwellings, Group R-3 and R-4 buildings and townhouses is hereby amended to read as follows: B105.1 One- and two-family dwellings, Group R-3 and R-4 buildings and townhouses. The minimum fire-flow and flow duration requirements for one- and two- family dwellings, Group R-3 and R-4 buildings and townhouses shall be as specified in Tables B105.1(1) and B105.1(2) 1000 gpm with residual pressure of 20 psi for a duration of one (1) hour. Exception: One- and two-family dwellings, Group R-3 and R-4 buildings and townhouses located outside of the City of Fort Collins Growth Management Area shall provide a minimum fire-flow of 500 gpm with residual pressure of 20 psi for a duration of one (1) hour. 75. Table B105.1(1) is hereby deleted in its entirety. 76. Table B105.1(2) is hereby retained in its entirety. 77. Section B105.2 Buildings other than one- and two-family dwellings, Group R-3 and R-4 buildings and townhouses is hereby amended to read as follows: B105.2 Buildings other than one- and two-family dwellings, Group R-3 and R-4 buildings and townhouses. The minimum fire-flow and flow duration for buildings other than one- and two-family dwellings, Group R-3 and R-4 buildings and townhouses shall be as specified in Tables B105.1(2) and B105.2. Exception: A reduction in required fire flow of up to 75%, as approved, is allowed when the building is protected with an automatic fire suppression system in accordance with section 903.3.1.1 or 903.3.1.2. The resulting fire flow shall not be less than 1,500 gpm for the prescribed duration as specified in Table B105.1(2). 78. TABLE B105.2 REQUIRED FIRE FLOW FOR BUILDINGS OTHER THAN ONE- AND TWO-FAMILY DWELLINGS, GROUP R-3 AND R-4 BUILDINGS AND TOWNHOUSES is hereby deleted in its entirety. -25- 79. APPENDIX C FIRE HYDRANT LOCATIONS AND DISTRIBUTION is hereby deleted in its entirety and replaced with the following: APPENDIX C FIRE HYDRANT LOCATIONS AND DISTRIBUTION SECTION C101 GENERAL C101.1 Scope. In addition to the requirements of Section 507.5.1, fire hydrants shall be provided along public roads and required fire apparatus access roads in accordance with this appendix for the protection of buildings, or portions of buildings, hereafter constructed or moved into the jurisdiction. SECTION C102 NUMBER OF FIRE HYDRANTS C102.1 Fire hydrants available. The number of fire hydrants available to a building, complex or subdivision shall be not less than that determined by spacing requirements listed in Table C102.1 when applied to fire apparatus access roads and adjacent public streets from which fire operations could be conducted. TABLE C102.1 a. Reduce by 100 feet for dead-end streets or roads. APPLICATION FIRE FLOW REQUIREMENTS (gpm) SPACING BETWEEN HYDRANTS (feet)a,b,c MAXIMUM DISTANCE FROM THE CLOSEST POINT ON A BUILDING TO A HYDRANT (feet)e Commercial/ Multifamily Value as calculated in accordance with section B105.2 600 300d One- & Two-Family Dwelling - Urban 1,000 800 400 One- & Two-Family Dwelling - Rural 500 800 400 -26- b. Where streets are provided with median dividers that cannot be crossed by fire fighters pulling hose lines, or are arterial streets, hydrant spacing shall average 500 feet on each side of the street and be arranged on an alternating basis. c. Where new water mains are extended along streets where hydrants are not needed for protection of structures or similar fire problems, fire hydrants shall be provided at spacing not to exceed 1,000 feet to provide for transportation hazards. d. For buildings equipped with a standpipe, see Section 507.5.1.1. e. For the purposes of determining distance from a building to a hydrant, hydrants located across 2- and 4-lane arterial roads shall not be considered available unless the building is protected with an approved automatic fire suppression system. Hydrants located across 6 lane arterial roads shall not be considered available. SECTION C103 FIRE HYDRANT SPACING C105.1 Hydrant spacing. The average spacing between fire hydrants shall not exceed that listed in Table C102.1. Regardless of the average spacing, fire hydrants shall be located such that all points on streets and access roads adjacent to a building are within the distances listed in Table C102.1. Exception: The fire code official is authorized to accept a deficiency of up to 10 percent where existing fire hydrants provide all or a portion of the required fire hydrant service. SECTION C103 CONSIDERATION OF EXISTING FIRE HYDRANTS C103.1 Existing fire hydrants. Existing fire hydrants on public streets are allowed to be considered as available to meet the requirements of Sections C102 and C103. Existing fire hydrants on adjacent properties shall not be considered available unless fire apparatus access roads extend between properties and easements are established to prevent obstruction of such roads. 80. APPENDIX D FIRE APPARATUS ACCESS ROADS is hereby deleted in its entirety and replaced with the following: APPENDIX D FIRE APPARATUS ACCESS ROADS SECTION D101 GENERAL D101.1 Scope. Fire apparatus access roads shall be in accordance with this appendix and all other applicable requirements of the International Fire Code adopted by the City of Fort Collins, including all local amendments. -27- SECTION D102 REQUIRED ACCESS D102.1 Access and loading. Facilities, buildings, or portions of buildings hereafter constructed shall be accessible to fire department apparatus by way of an approved fire apparatus access road with an asphalt, concrete, or other approved driving surface capable of supporting the imposed load of fire apparatus weighing at least 80,000 pounds (36,287 kg). D102.2 Access road construction. All access roadways must be all-weather driving surfaces capable of supporting fire apparatus. Surface shall be asphalt, concrete, or compacted road base and engineered for the imposed loads. D102.2.1 Temporary emergency access. Compacted road base or chip shall only be used for a temporary emergency access. Temporary access shall be available as long as the site is under construction. Thereafter, permanent fire lanes shall be accessible and unobstructed at all times. D102.2.2 Permanent emergency access. All permanent points of access shall be hard decks consisting of asphalt or concrete designed to HS 20 or to support 80,000 pounds (36,287 kg). Compacted road base or other surfaces engineered and capable of supporting the imposed loads may be approved by the fire code official for ground mounted solar installations, cell towers and similar isolated facilities and structures. D102.2.3 Installation timing. All required access roads must be installed and serviceable before above-ground construction begins unless otherwise approved by the fire code official. SECTION D103 MINIMUM SPECIFICATIONS D103.1 Access road width with a hydrant. Where a fire hydrant is located on a fire apparatus access road, the minimum road width shall be 26 feet (7,925 mm), exclusive of shoulders. D103.2 Grade. Fire apparatus access roads shall not exceed 10 percent in grade. Exception: Grades steeper than 10 percent as approved by the fire code official. (See section D105.5 for aerial fire apparatus access roads.) D103.3 Turning radius. The minimum turning radius shall be 25 feet inside radius and 50 feet outside radius. D103.4 Angle of Approach/Departure. Grade changes upon a fire apparatus access road or when entering or exiting from or to a fire apparatus access road shall not exceed a 10 percent angle of approach or angle of departure. -28- Figure D103.1 -29- Figure D103.1 (cont’d) -30- D103.5 Dead ends. Dead-end fire apparatus access roads in excess of 150 feet (46 m) shall be provided with width and turnaround provisions in accordance with Table D103.5. TABLE 103.5 REQUIREMENTS FOR DEAD-END FIRE APPARATUS ACCESS ROADS LENGTH (feet) WIDTH (feet) TURNAROUNDS REQUIRED 0-150 20 None required 151-660 20 100-foot hammerhead, 100-foot cul-de-sac in accordance with Figure D103.1 Over 660 Special Approval Required D103.5.1 Additional Points of Access Required. Additional points of access shall be required where a required access roadway exceeds 660 feet (201 m) in length. Exception: Where the access road does not exceed 1320 feet (402 m) in length and all dwelling units beyond 660 feet (201 m) are equipped throughout with an approved automatic sprinkler system in accordance with Section 903.3.1.1, 903.3.1.2 or 903.3.1.3 access from two directions shall not be required. D103.5.2 Remoteness. Where two or more points of access are required, they shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the property or area to be served, measured in a straight line between accesses. D103.6 Fire apparatus access road gates. Gates securing the fire apparatus access roads shall comply with all of the following criteria: 1. Where a single gate is provided, the gate width shall be not less than 20 feet (6,096 mm). Where a fire apparatus road consists of a divided roadway, the gate shall be not less than 12 feet (3,658 mm). 2. Gates shall be of the swinging or sliding type. 3. Construction of gates shall be of materials that allow manual operation by one person. 4. Gate components shall be maintained in an operative condition at all times and replaced or repaired when defective. 5. Electric gates shall be equipped with a means of opening the gate by fire department personnel for emergency access. Emergency opening devices must be approved by the fire code official. -31- 6. Methods of locking the gate must be approved by the fire code official. 7. Manual opening gates shall not be locked with a padlock or chain and padlock unless the padlock is approved by the fire code official and is compatible with the approved Key Boxes in use by the fire department. 8. Gate design and locking device specifications shall be submitted for approval by the fire code official prior to installation. 9. Electric gate operators, where provided, shall be listed in accordance with UL325. 10. Gates intended for automatic operation shall be designed, constructed, and installed to comply with the requirements of ASTM F 2200. D103.7 Signs. Where required by the fire code official, fire apparatus access roads shall be marked with permanent NO PARKING-FIRE LANE signs complying with Figure D 103.6 or other approved sign. Signs shall have a minimum dimension of 12 inches (305 mm) wide by 18 inches (457 mm) high and have red letters on a white reflective background. Signs shall be posted on one or both sides of the fire apparatus road as required by Sections D103.7.1 or D103.7.2. FIGURE D103.7 FIRE LANE SIGNS D103.7.1 Roads 20 to 26 feet in width. Fire lane signs as specified in D103.7 shall be posted on both sides of fire apparatus access roads that are 20 to 26 feet wide (6,096 to 7,925 mm). D103.7.2 Roads more than 26 feet in width. Fire lane signs as specified in D103.7 shall be posted on one side of fire apparatus access roads more than 26 feet wide (7,925 mm) and less than 32 feet wide (9,754 mm). -32- D103.8 Minimum Overhead Clearance. Fire access roads shall have a minimum overhead clearance for the entire width of the access road of not less than 14 feet (4,267 mm). SECTION D104 COMMERCIAL AND INDUSTRIAL DEVELOPMENTS D104.1 Buildings exceeding three stories or 30 feet in height. Buildings or facilities exceeding 30 feet (9144 mm) or three stories in height shall have at least two means of fire apparatus access for each structure. Exception: Buildings or facilities exceeding 30 feet (9144 mm) or three stories in height that have a single approved fire apparatus access road where the buildings are equipped throughout with approved automatic sprinkler systems. D104.2 Buildings exceeding 62,000 square feet in area. Buildings or facilities having a gross building area of more than 62,000 square feet (5760 m2) shall be provided with two separate and approved fire apparatus access roads. Exception: Projects having a gross building area of up to 124,000 square feet (11 520m2) that have a single approved fire apparatus access road where all buildings are equipped throughout with approved automatic sprinkler systems. D104.3 Remoteness. Where two fire apparatus access roads are required, they shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the lot or area to be served, measured in a straight line between accesses. SECTION D105 AERIAL FIRE APPARATUS ACCESS ROADS D105.1 Where required. Where the vertical distance between the grade plane and the highest roof surface exceeds 30 feet (9,144 mm), approved aerial fire apparatus access roads shall be provided. For purposes of this section, the highest roof surface shall be determined by measurement to the eave of a pitched roof, the intersection of the roof to the exterior wall, or the top of parapet walls, whichever is greater. D105.2 Width. Aerial fire apparatus access roads shall have a minimum unobstructed width of 26 feet (7925 mm), exclusive of shoulders, in the immediate vicinity of the building or portion thereof if the fire apparatus access road is not a dead end. Dead end fire apparatus access roads for aerial apparatus access shall be a minimum of 30 feet (9144 mm) wide. D105.3 Proximity to building. One or more of the required access routes meeting this condition shall be located within a minimum of 15 feet (4572 mm) and a maximum of 30 feet (9144 mm) from the building, and shall be positioned parallel to one entire side of the building. The side of the building on which the aerial fire apparatus access road -33- is positioned shall be approved by the fire code official. D105.4 Obstructions. Overhead utility and power lines shall not be located over the aerial fire apparatus access road or between the aerial fire apparatus road and the building. Other obstructions may be permitted to be placed only if approved by the fire code official. D105.5 Grade. Aerial fire apparatus access roads adjacent to the building shall not exceed five percent in grade. D105.6 Road type. Aerial fire apparatus access roads shall not be located on an arterial street with six or more through lanes as defined by the LCUASS standards for arterials. SECTION D106 MULTIPLE-FAMILY RESIDENTIAL DEVELOPMENTS D106.1 Projects having more than 100 dwelling units. Multiple-family residential projects having more than 100 dwelling units shall be equipped throughout with two separate and approved fire apparatus access roads. Exception: Projects having up to 200 dwelling units may have a single approved fire apparatus access road when all buildings, including nonresidential occupancies, are equipped throughout with approved automatic sprinkler systems installed in accordance with Section 903.3.1.1 or 903.3.1.2. D106.2 Projects having more than 200 dwelling units. Multiple-family residential projects having more than 200 dwelling units shall be provided with two separate and approved fire apparatus access roads regardless of whether they are equipped with an approved automatic sprinkler system. D106.3 Remoteness. Where two fire apparatus access roads are required, they shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the lot or area to be served, measured in a straight line between accesses. SECTION D107 ONE- OR TWO-FAMILY RESIDENTIAL DEVELOPMENTS D107.1 One- or two-family dwelling residential developments. Developments of one- or two-family dwellings where the number of dwelling units exceeds 30 shall be provided with two separate and approved fire apparatus access roads that comply with Section D103.5.2. Exception: Where there are more than 30 dwelling units on a single public or private fire apparatus access road not exceeding 1320 feet (402 m) in length and all dwelling units are equipped throughout with an approved automatic sprinkler system in accordance with Section 903.3.1.1, 903.3.1.2 or 903.3.1.3 access from two directions -34- shall not be required. D107.2 Future connection. The number of dwelling units on a single fire apparatus access road shall not exceed 30 dwelling units unless fire apparatus access roads will connect with future development, as determined by the fire code official. D107.3 Remoteness. Where two access roads are required, they shall be placed a distance apart equal to not less than one half of the length of the maximum overall diagonal dimension of the lot or area to be served, measured in a straight line between accesses. SECTION D108 REFERENCED STANDARDS D108.1 General. See Table D108.1 for standards that are referenced in various sections of this appendix. Standards are listed by the standard identification with the effective date, standard title, and the section or sections of this appendix that reference the standard. TABLE D108.1 REFERENCED STANDARDS STANDARD ACRONYM STANDARD NAME SECTIONS HEREIN REFERENCED ASTM F 2200—14 Standard Specification for Automated Vehicular Gate Construction D103.5 UL 325—02 Door, Drapery, Gate, Louver, and Window Operators and Systems, with Revisions through May 2015 D103.5 Section 5. The City Attorney and the City Clerk are authorized to modify the formatting and to make such other amendments to this Ordinance as necessary to facilitate publication in the Fort Collins Municipal Code; provided, however, that such modifications and amendments shall not change the substance of the Code provisions. -35- Introduced, considered favorably on first reading, and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on this 7th day of June, A.D. 2022. __________________________________ Mayor ATTEST: _______________________________ City Clerk -36- Introduced, considered favorably on first reading, and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on this 7th day of June, A.D. 2022. __________________________________ Mayor ATTEST: _______________________________ City Clerk Packet Pg. 111 1Packet Pg. 112Attachment: Exhibit A (11569 : Fire Code Adoption ORD) -1- ORDINANCE NO. 064, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS MAKING CHANGES TO FORT COLLINS CITY CODE SECTION 2-173 RELATED TO ADOPTION OF THE 2021 INTERNATIONAL FIRE CODE, WITH AMENDMENTS WHEREAS, as early as 1958, the City has reviewed, amended and adopted the latest nationally recognized fire protection standards available for the times; and WHEREAS, the City previously adopted the 2018 International Fire Code, with local amendments, to minimize human suffering and property loss from fire; and WHEREAS, the 2021 edition of the International Fire Code represents the most current version now available; and WHEREAS, by adoption of Ordinance No. 060, 2022, City Council has repealed the 2018 International Fire Code (“2018 IFC”) and adopted the 2021 IFC as amended (the 2021 IFC); and WHEREAS, the 2021 IFC provides that appeals of decisions by the fire code official (the Fire Chief, or by delegation, the Fire Marshall) shall be heard by the Fort Collins Building Review Commission (the “Commission”) acting as the Fire Board of Appeals, as did the 2018 Fire Code; and WHEREAS, this Ordinance makes a related change to City Code Section 2-173 to reflect the Commission’s responsibility to serve as the Fire Board of Appeals as set forth in the 2021 IFC. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That Section 2-173 of the Code of the City of Fort Collins is hereby amended to read as follows: Sec. 2-173. Building Review Commission. (a) The City shall have a Building Review Commission, hereafter referred to in this Section as the "Commission." The Commission shall consist of seven (7) members. Three (3) of the Commission members shall be qualified by experience and/or training to knowledgeably consider technical matters related to building construction. (b) The Commission shall have the following functions: Packet Pg. 113 -2- (1) To determine the suitability of alternate materials or alternate methods of construction, provide for reasonable interpretations of the provisions of the City building code, City mechanical code, City plumbing code, City electrical code and City fire code, and hear all appeals made to it related to such codes; (2) To hear all requests for variances from the requirements of Article 5, Title 9, C.R.S., which establishes standards and specifications governing the accessibility of buildings and facilities within the City to the physically handicapped; (3) To hear all matters related to the suspension or revocation of any supervisor certificate or license or registration of any plumber or electrician as provided in the Code; (4) To, upon appeal in specific cases, grant variances from the terms of Chapter 15, Article V, where the peculiar or exceptional practical difficulties to or exceptional or undue hardship upon the person regulated, or when the applicant can demonstrate to the satisfaction of the Commission that the applicant possesses other qualifications not specifically listed in Chapter 15, Article V, such as specialized training, education or additional experience, which the Commission has determined qualifies the applicant to perform in a competent manner any construction authorized under the license or certificate sought, provided that such relief may be granted without substantial detriment to the public good and without substantially impairing the intent and purposes of said Article; (5) To serve as the Board of Appeals as required under § 111 of the International Property Maintenance Code as adopted by the City and "Housing Standards" contained in Chapter 5, Article VI, Division 2 of the Code; and (6) To advise the City Council on policy matters pertaining to the construction of buildings and the licensing of contractors and the certification of supervisors for all aspects of the construction of buildings; and (7) To serve as the Fire Board of Appeals as required under §111.1 of the International Fire Code, 2021 Edition adopted in Section 9-1 and amended in Section 9-2 of City Code. Packet Pg. 114 -3- Introduced, considered favorably on first reading, and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on this 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: _______________________________ City Clerk Packet Pg. 115 Agenda Item 9 Item # 9 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Clay Frickey, Redevelopment Program Manager John Duval, Legal SUBJECT First Reading of Ordinance No. 061, 2022, To Increase from Five to Seven the Number of Directors on the Board of Directors of the Fort Collins Tourism Improvement District and to Make an Appointment to One of the New Director Positions. EXECUTIVE SUMMARY The purpose of this item is to amend the ordinance Council adopted in August 2021 to establish the Fort Collins Tourism Improvement District (District). The proposed Ordinance expand s the District’s Board of Directors (Board) from five to seven directors and it would appoint the director for one of the newly created positions. The Board seeks broader representation from the District. The Board’s expansion would allow two at-large electors to serve on the Board. The Board has nominated Abbie Stout, owner of the Edwards House, to fill one of these new positions. The other position will remain vacant until the Bo ard finds an eligible elector who is willing and able to serve on the Board. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION On August 4, 2021, Council adopted Ordinance No. 097, 2021 establishi ng the District (Establishment Ordinance). Section 7 of the Establishment Ordinance provides that the District’s Board shall have five directors who must be “electors” of the District. As relevant to tourism improvement districts, City Code Section 22 -153 defines “elector” to mean a natural person who: (i) is a resident of the State of Colorado, (ii) is eighteen (18) years of age or older, (iii) is registered to vote in general elections in the State of Colorado, and (iv) who maintains a lodging tax lic ense with the City and is obligated to pay the lodging tax by virtue of ownership and operation of a lodging business in the District or is a natural person designated to vote for an entity that is not a natural person and maintains a lodging tax license with the City and is obligated to pay the lodging tax by virtue of ownership of a lodging business in the District. Section 7 also currently requires that three of the directors be affiliated with a large full -service lodging business in the District, one director must be affiliated with a small limited-service lodging business in the District, and one director must be affiliated with a boutique or specialty lodging business in the District. On April 26, 2022, the District’s Board adopted and approved a res olution requesting Council to expand the number of directors on the Board from five to seven. A copy of this resolution is attached as Exhibit “A” to the Ordinance. The Board is also proposing that these two new directors be electors of the District who a re affiliated with any type of lodging business in the District. 9 Packet Pg. 116 -1- ORDINANCE NO. 061, 2021 OF THE COUNCIL OF THE CITY OF FORT COLLINS TO INCREASE FROM FIVE TO SEVEN THE NUMBER OF DIRECTORS ON THE BOARD OF DIRECTORS OF THE FORT COLLINS TOURISM IMPROVEMENT DISTRICT AND TO MAKE AN APPOINTMENT FOR ONE OF THE NEW DIRECTOR POSITIONS WHEREAS, on August 4, 2021, the City Council adopted Ordinance No. 097, 2021 (“Ordinance No. 097”) establishing the Fort Collins Tourism Improvement District (the “District”); and WHEREAS, Ordinance No. 097 was amended on December 7, 2021, by Cit y Council’s adoption of Ordinance No. 161, 2012, (“Ordinance No. 161”), which amendment corrected a typographical error in Section 11 Ordinance No. 097 concerning the ending date for the term of the District’s lodging fee; and WHEREAS, Ordinance No. 097 and Ordinance No. 161 shall be jointly referred to herein as the “Establishment Ordinance”; and WHEREAS, City Code Section 22-164(a) provides that tourism improvement districts shall have a board of five to nine directors as specified in their establishment ordinance; and WHEREAS, Section 7 of the Establishment Ordinance currently states that the board of directors of the District (the “District Board”) shall consist of five directors who must all be “electors” in the district, as defined in City Code Section 22-153, of which five directors, three must be affiliated with a large full service lodging business within the District, one must be affiliated with a small limited-service lodging business within the District, and one must be affiliated with a boutique or specialty lodging business within the District; and WHEREAS, on April 26, 2022, the District Board adopted the resolution attached as Exhibit “A” requesting that the City Council amend Section 7 of the Establishment Ordinance to expand the membership on the District Board from five to seven directors with the two added directors each serving a three-year term and being an elector of the District who is affiliated with any type of lodging business in the District; and WHEREAS, on April 26, 2022, the District Board also adopted the resolution attached as Exhibit “B” nominating and recommending that Abbie Stout, the owner of the Edwards House, be appointed by City Council to one of the two new director positions to serve a three-year term; and WHEREAS, Abbie Stout, as the owner of the Edwards House, is an elector of the District who is affiliated with a lodging business within the District and, therefore, qualified to serve as a director on the District Board; and WHEREAS, the District Board has not yet identified a qualified person to nominate and recommend for the second new director position but expects to do so in the near future; and Packet Pg. 117 -2- WHEREAS, adoption of this Ordinance is in the best interest of the City and necessary for the District’s effective operation in the future. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That Section 7 of the Establishment Ordinance is hereby amended to read in full as follows: Section 7. Appointment of Directors. Beginning September 1, 2021, Tthe District's Board shall havehas consisted of five (5) Directors who are Electors of the District having these additional qualifications: (i) three (3) Directors must be affiliated with a large full-service Lodging Business in the District; (ii) one (1) Director must be affiliated with a small limited-service Lodging Business in the District; and (iii) one (1) Director must be affiliated with a boutique or specialty Lodging Business in the District. Commencing June 17, 2022, the number of Directors on the District Board shall be increased from five (5) to seven (7) Directors. Th e two (2) new Directors shall be Electors but may be affiliated with any type of Lodging Business in the District and shall serve a three-year term beginning on the effective date of their appointment by the City Council. The following Electors arewere appointed as the District's initial five (5) Directors to serve on its Board for the staggered terms stated below by the City Council’s adoption of Ordinance No. 097, 2021: (a) Daniel Benton, affiliated with the Fort Collins Hilton, a large full- service Lodging Business, for a one (1) year term; (b) Danielle Lowry, affiliated with the Hampton Inn, a small limited-service Lodging Business, for a two (2) year term; (c) Dragan Andrejic, affiliated with The Elizabeth, a large full-service Lodging Business, for a two (2) year term; (d) George Prine, affiliated with The Armstrong, a boutique/specialty Lodging Business, for a three (3) year term; and (e) Sandra Fredrickson, affiliated with the Fort Collins Marriott, a large full-service Lodging Business, for a one (1) year term. The terms of these initial Directors on the District's Board shall be deemed to have commenced on September 1, 2021, the effective date of the establishment of the District. Packet Pg. 118 -3- On April 19, 2022, the City Council adopted Resolution 2022-052 appointing Aryell Mattern as a Director on the District Board to fill the vacancy left by the resignation of Drajan Andrejic from the District Board. Aryell Mattern is an Elector of the District affiliated with Fairfield Inn and Candlewood Suites in Fort Collins, both of which are large full-service Lodging Businesses in the District. Director Mattern was appointed to finish Director Andrejic’s term ending September 1, 2023. Upon the expiration of the initial terms, successor Directors shall be appointed by the City Council by resolution for terms of three (3) years unless the appointee is being appointed to finish the term of a Director who has left the Board for any reason before the expiration of their term and, in such case, the appointee shall only be appointed to finish the term of the departed Director. Section 3. That the City Council hereby appoints Abbie Stout to fill one of the two new director positions on the District Board as an elector of the District who may by affiliated with any type of lodging business in the District, and this appointment shall be for a three-year term beginning on June 17, 2022, and ending on June 17, 2025. Section 4. That except as amended and approved herein, the Establishment Ordinance shall remain unchanged and in full force and effect. Introduced, considered favorably on first reading, and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. ______________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on this 7th day of June, A.D. 2022. ______________________________ Mayor ATTEST: _______________________________ City Clerk EXHIBIT A A Packet Pg. 120 Attachment: Exhibit A (11592 : TID Board Expansion and Appointment ORD) EXHIBIT A A Packet Pg. 121 Attachment: Exhibit A (11592 : TID Board Expansion and Appointment ORD) EXHIBIT B B Packet Pg. 122 Attachment: Exhibit B (11592 : TID Board Expansion and Appointment ORD) EXHIBIT B B Packet Pg. 123 Attachment: Exhibit B (11592 : TID Board Expansion and Appointment ORD) Agenda Item 10 Item # 10 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Theresa Connor, Utilities Deputy Director Gretchen Stanford, Deputy Director, Customer Connections Lance Smith, Utilities Strategic Finance Director Cyril Vidergar, Legal SUBJECT Resolution 2022-057 Approving an Intergovernmental Agreement for Technical Support Services Between the City of Fort Collins and Platte River Power Authority. EXECUTIVE SUMMARY The purpose of this item is for approval of an Intergovernmental Agreement (IGA) with Platte River Power Authority (Platte River) for technical support services to replace the long -standing expiring three-party agreement between the City, Platte River, and Longmont for utility customer information system (CIS) support. This new IGA defines the revised expectations related to the services Platte River will provide strictly to the City of Fort Collins in support of its Hansen/Banner CIS. STAFF RECOMMENDATION Staff recommends adoption of the Resolution. BACKGROUND / DISCUSSION The expiring CIS Intergovernmental Agreement (original IGA) has been in place since 1998 and the latest amendment to the original IGA ends in July 2022. To meet interim technical service needs to maintain operation of the current CIS, a new IGA is proposed for Fort Collins and Platte River to serve until a new CIS can be implemented, at which point the new IGA will no longer be needed (roughly 2025 or 2026). This proposed IGA allows a glide path away from Platte River services, providing stability an d predictability for all three organizations (Fort Collins Utilities, Platte River, and City of Longmont). The IGA establishes a framework and general terms and conditions for continued technical support services, which are staged as project work order-based and can be renewed annually as needed. CITY FINANCIAL IMPACTS These costs are part of the Utility’s current and ongoing annual budget, and there are no increased incremental costs anticipated under the new IGA. BOARD / COMMISSION RECOMMENDATION During regular meeting in March and April, the Energy Board and the Water Commission reviewed and recommended approval of this new Intergovernmental Agreement with Platte River for technical support services. (Attachments 1 and 2) 10 Packet Pg. 124 Agenda Item 10 Item # 10 Page 2 ATTACHMENTS 1. Energy Board Minutes (excerpt) (PDF) 2. Water Commission Minutes (excerpt) (PDF) 3. Powerpoint Presentation (PDF) 10 Packet Pg. 125 ENERGY BOARD April 14, 2022 – 5:30 pm 222 Laporte Ave – Colorado Room DRAFT – ABRIDGED FOR INTERGOVERNMENTAL AGREEMENT FOR PRPA TECHNICAL SUPPORT SERVICES ROLL CALL Board Members Present: Bill Becker, Alan Braslau, Steve Tenbrink, Jeremy Giovando, Dan Gould, Sidra Aghabibian, John Fassler, Councilmember Canonico Board Members Absent: Marge Moore, Emilio Ramirez OTHERS PRESENT Staff Members Present: Christie Fredrickson, Adam Bromley, John Phelan (remote), Kraig Bader, Megan DeMasters (remote), Carolyn Conant (remote), Selina Lujan (remote), Theresa Connor (remote), Poorva Bedge, Doug Burkes, Cyril Vidergar, Lance Smith Members of the Public: Rich Stave INTERGOVERNMENTAL AGREEMENT FOR PRPA TECHNICAL SUPPORT SERVICES Theresa Connor, Deputy Director, Utilities Water & Engineering (Attachments available upon request) Platte River Power Authority (PRPA) provides technical services for the customer information system (CIS) for the cities of Longmont and Fort Collins. PRPA technical services include providing infrastructure, system administration, and database support for CIS. The Intergovernmental Agreement (IGA) has been in place since 1998 and the current amended agreement ends in July 2022. To meet interim technical service needs for the current CIS, a new IGA is in progress for Fort Collins and Platte River to be used until a new CIS can be implemented and at that point the IGA will no longer be needed (roughly 2025 or 2026). This IGA allows a glide path away from Platte River services, providing stability and predictability for all three organizations. The IGA establishes a framework and general terms and conditions for continued technical support services, which are project order-based and can be renewed annually as needed. These costs are part of the Utility’s annual budget, so there are no increased incremental costs. Board member Braslau wondered if anything in the agreement changes or does this new version bring it up to date for the current situation. Ms. Connor said it brings it up to date and allows the off ramp to be more predictable for all three organizations. Board member Braslau moved to recommend approval of a new Intergovernmental Agreement (IGA) with Platte River Power Authority for technical support services . Board member Becker seconded the motion. Discussion: None. Vote on the motion: It passed unanimously, 6-0 ATTACHMENT 1 10.1 Packet Pg. 126 Attachment: Energy Board Minutes (excerpt) (11560 : Platte River Technical Support Services IGA) Excerpt from Unapproved DRAFT MINUTES WATER COMMISSION REGULAR MEETING April 21, 2022 5:30 p.m. – 7:30 p.m. Hybrid in person at 222 LaPorte Ave and online via Zoom 0 4/2 /2022 – Excerpt from Unapproved DRAFT MINUTES Page 1 Intergovernmental Agreement for Platte River Power Authority Technical Support Services Customer Support Senior Manager Lori Clements presented on the revised Intergovernmental Agreement (IGA) for Platte River Power Authority Technical Support Services. Platte River provides the technical support for the Customer Information System (CIS) for Fort Collins and Longmont. Discussion Highlights A Commissioner inquired if there are any perceived downsides in approving the agreement, to which Ms. Clements responded that she saw no significant downside, as the agreement can be renewed until the City obtains a new CIS. The reason for Platte River’s involvement is because the billing system was shared between the two cities, and so it made sense to leverage the technical services from Platte River. A Commissioner inquired about the expected implementation of a new CIS, to which Ms. Clements responded that the request for proposal (RFP) is expected to be issued later this year and implementation would occur early next year for a roll out period of typically 2 years, until which the current CIS will need continued support through the IGA. Commissioner Primsky moved that the Water Commission recommend City Council approve of a new Intergovernmental Agreement (IGA) with Platte River Power Authority for technical support services. Commissioner Herman seconded the motion. Vote on the Motion: it passed unanimously, 7-0 ATTACHMENT 2 10.2 Packet Pg. 127 Attachment: Water Commission Minutes (excerpt) (11560 : Platte River Technical Support Services IGA) Intergovernmental Agreement for Platte River Power Authority Te chnical Support Services Theresa Connor ATTACHMENT 3 10.3 Packet Pg. 128 Attachment: Powerpoint Presentation (11560 : Platte River Technical Support Services IGA) 2Background Infrastructure System Administration Database Support Te chnical Services for Customer Information System (CIS) 10.3 Packet Pg. 129 Attachment: Powerpoint Presentation (11560 : Platte River Technical Support Services IGA) 3Timeline 1998 New CISOriginal IGA Formed TBD July 2022 Current IGA Ends 10.3 Packet Pg. 130 Attachment: Powerpoint Presentation (11560 : Platte River Technical Support Services IGA) 4New IGA and Next Steps •New IGA establishes framework and general terms and conditions for continued technical support services. •Project order-based •Can be renewed annually, as needed •Costs are part of annual budget and no increased incremental costs. 10.3 Packet Pg. 131 Attachment: Powerpoint Presentation (11560 : Platte River Technical Support Services IGA) -1- RESOLUTION 2022-057 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROVING AN INTERGOVERNMENTAL AGREEMENT FOR TECHNICAL SUPPORT SERVICES BETWEEN THE CITY OF FORT COLLINS AND PLATTE RIVER POWER AUTHORITY WHEREAS, the City of Fort Collins (hereinafter referred to as “the City”) currently owns and operates an electric utility that acquires and distributes electricity to utility customers (hereinafter referred to as “the Electric Utility”); and WHEREAS, the City is one of four member communities that entered into an intergovernmental agreement, pursuant to Colorado Revised Statutes (C.R.S.) Section 29-1-204, with the cities of Longmont and Loveland, and the Town of Estes Park to form the Platte River Power Authority (“Platte River”) to provide electric generation and transmission services to the member communities (the “Organic Contract”); and WHEREAS, beginning in 1998, Fort Collins and Longmont engaged Platte River through an intergovernmental agreement (the “original IGA”) to operate a shared utility customer information and billing system (CIS) hosted at Platte River facilities; and WHEREAS, Fort Collins and Longmont have developed different CIS technical service needs since 1998, resulting in multiple amendments to the original IGA since that time, and the recent need for each city finally to migrate to independent CIS configurations; and WHEREAS, to facilitate the respective system migrations and service needs of Fort Collins and Longmont in transitioning to separate CIS configurations, the parties negotiat ed and drafted separate bilateral “technical services agreements” with Platte River, intended to replace the three-party model of the original IGA; and WHEREAS, the City and Platte River now desire to enter into the attached Intergovernmental Agreement for Technical Support Services for Customer Information System (CIS) (the “CIS IGA”) upon expiration of the original IGA, to facilitate a work -order service model of accessing full-time staff with engineering and other types of technical expertise to support utility billing and service delivery for the Electric Utility; and WHEREAS, Platte River is authorized under the Organic Contract, as amended, to offer technical services incidental to or supportive of the City’s Electric Utility operations; and WHEREAS, in accordance with C.R.S. Section 29-1-203, governments may cooperate or contract with one another to provide any function, service or facility lawfully authorized to each of the cooperating or contracting units; and WHEREAS, Article II, Section 16 of the City Charter empowers the City Council, by ordinance or resolution, to enter into contracts with governmental bodies to furnish governmental services and make charges for such services, or enter into cooperative or joint activities with other governmental bodies; and Packet Pg. 132 -2- WHEREAS, under City Code Section 1-22, intergovernmental agreements and other cooperative arrangements between the City and other governmental entities are to be submitted to the City Council for review, unless they fit within one of the exceptions that permit authorization by the City Manager; and WHEREAS, in consideration of the foregoing benefits accruing to the City and its Electric Utility, Utilities staff and the Interim City Manager recommends City Council approve the attached IGA between Platte River and the City, in substantially the form set forth in Exhibit “A” attached hereto; and WHEREAS, such an agreement will enable the City to leverage shared resources as a founding member of Platte River and benefit City utility rate payers by maintaining cost- effective and efficient regional utility customer support and billing services. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS, as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That it is in the best interests of the City’s utility ratepayers and customers to enter into the attached Intergovernmental Agreement for Technical Support Services Customer Information System (CIS). Section 3. That the Mayor is hereby authorized to enter into the Intergovernmental Agreement in substantially the form attached hereto as Exhibit “A”, with such modifications in form or substance as the Interim City Manager, in consultation with the City Attorney, determines to be necessary or appropriate to protect the interests of the City or to effectuate the purpose of this Resolution. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 17th day of May, A.D. 2022. _________________________________ Mayor ATTEST: _____________________________ City Clerk Packet Pg. 133 1 INTERGOVERNMENTAL AGREEMENT FOR TECHNICAL SUPPORT SERVICES Customer Information System (CIS) This Intergovernmental Agreement for Technical Support Services (“Agreement”) is made (the “Effective Date”) by and between the City of Fort Collins, a Colorado municipal corporation (“Fort Collins”) and Platte River Power Authority, a political subdivision of the state of Colorado (“Platte River”). Fort Collins and Platte River may be referred to individually as a “Party” and together as the “Parties.” RECITALS A.Platte River is a political subdivision of the state of Colorado, formed by its owner communities of Estes Park, Fort Collins, Longmont, and Loveland under an agreement (the “Organic Contract”) to establish Platte River as an instrumentality of these communities with the primary purpose of supplying the wholesale electric power and energy requirements of the owner communities. B.To fulfill its mission, Platte River maintains full-time staff with engineering and other types of technical expertise incidental to or supportive of its owner communities’ continued ability to provide electric power and energy requirements to their customers. C.Fort Collins may at times have projects that could be completed efficiently with assistance from Platte River to complement technical expertise of Fort Collins staff. D.As governmental entities in Colorado, Fort Collins and Platte River are authorized under Colorado Revised Statues § 29-1-203 to cooperate or contract with one another to provide any function, service, or facility lawfully authorized to each. E.The owner communities are authorized to operate municipal electric utilities, including customer information systems (“CIS”) that may be subject to license and other agreements with third-party service providers for hardware and software. F.Platte River is authorized under the Organic Contract to offer technical services incidental to or supportive of the Fort Collins CIS as stated in Project Orders (as defined in Section 1) issued under this Agreement. Included as an attachment to this Agreement is the Parties’ agreed-upon initial Project Order. G.The Parties desire to enter into this Agreement and additional CIS-related Project Orders from time to time, provided Platte River Authorized Signatory (as defined in Section 1), determine Platte River’s available staff have the qualifications and capacity to provide the requested services without compromising Platte River’s ability to fulfill its primary purposes as defined in the Organic Contract. The Parties therefore agree as follows: EXHIBIT A A Packet Pg. 134 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services CIS – Platte River and City of Fort Collins Page 2 of 8 AGREEMENT 1. Defined Terms. “Active Project” means a Project for which a Project Order is in effect but not yet completed. “Agreement” has the meaning given in the preamble. “Authorized Contact” means a specific individual, as listed on Exhibit B to this Agreement on the Effective Date or as subsequently designated as provided in Section 6.2, who serves as the primary contacts for Project implementation under Section 6.6 and for all routine, informal communications related to this Agreement on behalf of the designating Party. “Authorized Signatory” means a specific individual, as listed on Exhibit B to this Agreement on the Effective Date or as subsequently designated as provided in Section 6.2, who has authority to bind a Party by approving and signing Project Orders. “Change Order” means any written modification to an existing Project Order, signed by both Parties’ Authorized Signatories, that authorizes changes, additions or deletions to the scope of work or other provisions of a Project Order. “Effective Date” has the meaning given in the preamble. “Fort Collins” has the meaning given in the preamble. “Party” and “Parties” have the meanings given in the preamble. “Platte River” has the meaning given in the preamble. “Project” means a specific set of tasks or services or activities that, with the agreement of the Authorized Signatories for Fort Collins and Platte River, may be implemented according to the terms of this Agreement and a signed Project Order. “Project Order” means a written instrument (consisting of or including an agreed-upon Project Work Scope) that has been approved and signed by at least one Authorized Signatory of each Party and is therefore binding on the Parties according to its terms and this Agreement. “Project Work Scope” means a written instrument that describes a particular Project to be carried out subject to the terms of this Agreement. 2. Purpose. The purpose of this Agreement is to establish a framework and set of general terms and conditions to govern periodic collaborations where Platte River may assist Fort Collins by providing support services. Consistent with these general terms and EXHIBIT A A Packet Pg. 135 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services CIS – Platte River and City of Fort Collins Page 3 of 8 conditions, when terms specified in a Project Work Scope are mutually acceptable to Fort Collins and Platte River, Authorized Signatories can approve and sign Project Orders to facilitate more timely and efficient completion of agreed-upon Projects using the Parties’ combined functional and technical resources. 3. Term and Termination. 3.1 Term. This Agreement will be effective on the Effective Date and will remain in effect until December 31, 2023 and expire on that date (“Expiration Date”), unless Fort Collins notifies Platte River in writing of its intent to extend the Agreement not less than 90 days before the Expiration Date, subject to the Parties’ termination rights under Section 3.2. If Fort Collins provides such notice, this Agreement will renew for one additional one-year period. 3.2 Termination. Either Party may terminate this Agreement for cause by providing at least 60 days’ prior written notice to the other Party and a reasonable opportunity to cure. At any time after the initial term of this Agreement, in its sole discretion, Fort Collins may terminate this Agreement by providing written notice to Platte River at least 90 days before the end of a calendar year, subject to those obligations surviving under Section 3.3 and applicable provisions of Exhibit A. 3.3 Survival. If this Agreement terminates or expires, any provisions in a Project Order that has not been completed by the Expiration Date or the termination date will survive until completed unless the Parties specify in a written instrument before expiration or termination that all Active Projects are to be terminated concurrently with this Agreement. Any payment obligations outstanding on the Expiration Date or the termination date, as well as the provisions in Section 5 (Reimbursement for Services; Payment), will survive until fully satisfied. In addition, this Section 3.3 (Survival), Section 8 (Standard of Service; No Warranties), Section 9 (Limitation of Liability) Section 10 (Independent Contractor Relationship), Section 11 (No Third-Party Beneficiaries), Section 13 (Governmental Immunity), Section 14 (Governing Law and Venue), Section 15 (Headings; Section and Other References), Section 16 (Severability), and Section 18 (Entire Agreement; Amendment) will survive until all statutes of limitations related to claims that could be made in connection with this Agreement have run. 4. Services. Subject to Section 6.4 and Section 8, Platte River’s services to Fort Collins under this Agreement will generally consist of information technology support services, as more specifically described in Project Orders the Parties elect to issue from time to time. 5. Reimbursement for Services; Payment. Platte River will invoice Fort Collins, and Fort Collins will reimburse Platte River, for its reasonable costs to fulfill any Project Orders, as specified in this Section 5 and in Exhibit A. If Fort Collins asks for a Project cost estimate (and Platte River elects to offer a Project proposal under Section 6.4), Platte River will provide a good-faith estimate of its total cost to complete the Project Order EXHIBIT A A Packet Pg. 136 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services CIS – Platte River and City of Fort Collins Page 4 of 8 based on the information Fort Collins has provided. Any cost estimate for a Project is nonbinding and offered as courtesy only. Fort Collins’ payment obligations for any Project Orders will be as stated in Sections 5.1 through 5.4. 5.1 Invoicing. Platte River will invoice Fort Collins on a monthly basis for services provided for all Active Projects. Monthly invoices will comply with the principles specified in Exhibit A and will reflect (a) the time spent by Platte River staff on Active Projects (calculated as provided in Section 5.2), (b) Platte River’s actual costs for any parts or third-party services purchased on behalf of Fort Collins, (c) Platte River’s actual costs for any unique software, hardware, or equipment necessary to carry out Active Projects, and (d) vehicle costs incurred by Platte River on behalf of Fort Collins (using the applicable federal business mileage rate). 5.2 Billing Rate. Platte River’s billing rate for staff time devoted to Project Orders will consist of the applicable staff members’ direct pay and benefits (without the addition of any administrative costs). 5.3 Changes to Billing Rate. Fort Collins acknowledges that Platte River’s billing rate for staff time may change from time to time during the term of this Agreement to reflect changes to applicable staff members’ pay and benefits. The billing rate in any Project Order is binding for the duration of the applicable Project. 5.4 Payment Terms. Payment will be due within 30 days after Platte River’s delivery to Fort Collins of an invoice under this Agreement. Platte River has the right to apply a late fee of 1% per month to any undisputed balance outstanding after the due date. 6. Project Order Development Process. Whenever the Parties propose to collaborate on a Project within the scope of this Agreement, they will follow the procedures specified in this Section 6 with the goal of developing a mutually acceptable Project Order. 6.1 Project Work Scope. Each Project Work Scope under this Agreement must contain sufficient information about the nature of the requested services and outcomes, expected Project duration, and Project management and coordination process to enable both Parties to adequately plan for and carry out their respective obligations under the associated Project Order. 6.2 Authorized Signatories and Contacts. A Project Order must be approved and signed by at least one Authorized Signatory for each Party. As of the Effective Date, the Authorized Signatories and Contacts of the Parties are as listed in Exhibit B, “Authorized Signatories and Contacts.” Platte River’s Authorized Signatories and Contacts may be changed only by Platte River’s delivery to Fort Collins of written notice specifically referring to this Agreement and signed by an officer of Platte River. Fort Collins’ Authorized Signatories and Contacts may be changed only by Fort Collins’ delivery to Platte River of written notice specifically referring to this Agreement and signed by the Fort Collins Utilities Executive EXHIBIT A A Packet Pg. 137 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services CIS – Platte River and City of Fort Collins Page 5 of 8 Director or City Manager. Exhibit B, “Authorized Signatories and Contacts,” may be updated from time to time to reflect notices validly given under this Section 6.2. For Fort Collins, only the Authorized Signatory may bind Fort Collins, approve Project Orders under Section 6.5, or approve Changes to Project Orders in writing under Section 6.7. Fort Collins’ Authorized Contacts may participate in development of Project Work Scope by initiating requests under Section 6.3 and will be the primary contacts for Project implementation under Section 6.6 and for all routine, informal communications between the Parties. Two Authorized Contacts are provided to ensure availability and redundancy for Fort Collins, and Platte River may confer with one or both of them as appropriate for a given project and as each is available. 6.3 Request for Support Services. The process to develop a Project Order will begin when a Fort Collins Authorized Signatory or Contact contacts a Platte River Authorized Signatory to request a proposed Project Work Scope. A request under this Section 6.3 may be informal (for example, by telephone call or email), but should describe the applicable Project and requested support services in enough detail to enable Platte River to develop a proposed Project Work Scope under Section 6.4. 6.4 Proposed Project Work Scope. After Fort Collins requests a proposed Project Work Scope under Section 6.3, Platte River will make good-faith efforts to promptly acknowledge and consider Fort Collins’ request. Platte River will determine, in its sole discretion, whether it has available and qualified staff and other resources to accommodate the request and whether to develop and deliver to Fort Collins a proposed Project Work Scope. Fort Collins acknowledges and agrees that Platte River has no obligation to provide a proposed Project Work Scope and may decline to do so. Upon Platte River’s decision to decline to provide a proposed Project Work Scope, it will inform Fort Collins within a reasonable time of the request so that Fort Collins may make other arrangements. 6.5 Project Order Approval and Memorialization. A Project Order will take effect and become binding on the Parties when the terms of the Project Order (including the applicable Project Work Scope) have been approved by at least one Authorized Signatory for each of the Parties, which they must signify by signing and dating the applicable Project Order. All Project Orders will be governed by this Agreement; nothing in a Project Order or Project Work Scope may amend, modify, or override any provision of this Agreement. The Parties recognize and agree that multiple Active Projects may be in effect concurrently. 6.6 Project Implementation. Whenever there are one or more Active Projects under this Agreement, the Parties will collaborate in good faith to prioritize and facilitate efficient, successful completion of the applicable Projects. The Parties envision that consistent coordination, ongoing communication, and periodic monitoring will enhance the likelihood of mutually satisfactory outcomes. EXHIBIT A A Packet Pg. 138 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services CIS – Platte River and City of Fort Collins Page 6 of 8 6.7 Changes to Project Orders. Once signed as provided in Section 6.5, a Project Order may be modified only by a Change Order (specifically referring to the applicable Project Order). 7. Notices. Any formal notice, request, consent, approval, or communication under this Agreement will be binding only if delivered in writing to the Authorized Signatory of the intended recipient by (a) personal service, (b) first class mail, (c) email (confirmed by reply email from the Authorized Signatory) at the contact information specified for the Authorized Signatory in Exhibit B, “Authorized Signatories and Contacts.” 8. Standard of Service; No Warranties. Platte River, in carrying out Project Orders, will make good-faith efforts to carry out the applicable tasks or activities or services according to the terms specified in the Project Orders using suitably qualified staff members. Except as stated in the preceding sentence, Platte River disclaims all warranties or guarantees concerning its performance under this Agreement (and all associated Project Orders) or the results of any tasks or activities or services it may provide (including warranties of merchantability or fitness for a particular purpose). Fort Collins acknowledges and agrees that it is fully and independently responsible for determining whether to accept or rely on any services, advice, or recommendations provided by Platte River in connection with this Agreement or any Project Order. 9. Limitation of Liability. Neither Party will be liable to the other Party under this Agreement for any consequential, incidental, punitive, exemplary, special, equitable, or indirect damages, lost profits, or other business interruption damages, whether by statute, in tort, or by contract. 10. Independent Contractor Relationship. The Parties agree that Platte River, while an instrumentality of its owner communities, is an independent contractor and not an employee, agent, or servant of Fort Collins. Nothing in this Agreement creates an association, joint venture, or partnership between the Parties or imposes any partnership obligation or liability on either Party not otherwise present as a result of Fort Collins being an owner community of Platte River. Neither Party will have any right, power, or authority to enter into any agreement or undertaking for, act on behalf of, or act as an agent or representative of the other Party in the fulfillment of any Project Order. 11. No Third-Party Beneficiaries. This Agreement governs only rights and obligations between the Parties with respect to its subject matter. There are no express or implied third-party beneficiaries of this Agreement. 12. Appropriation Required. The financial obligations of the Parties under this Agreement are from year to year only and do not constitute a multiple-fiscal-year debt or other financial obligation or fiscal obligation of any kind payable in any fiscal year beyond the fiscal year for which funds are appropriated for the payment of expenditures related to this Agreement. EXHIBIT A A Packet Pg. 139 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services CIS – Platte River and City of Fort Collins Page 7 of 8 13. Governmental Immunity. Nothing in this Agreement will operate as an express or implied waiver by either Party of any of the immunities, rights, benefits, protections, or other provisions of the Colorado Governmental Immunity Act, C.R.S. §§24-10-101, et seq., or of any other defenses, immunities, and limitations of liability available by law to the Parties or their governing bodies, officers, or employees. 14. Governing Law and Venue. This Agreement will be governed in all respects by the laws of the state of Colorado (exclusive of choice-of-law principles), and venue for any action related to this Agreement will be in Larimer County, Colorado. 15. Headings; Section and Other References. Captions and headings in this Agreement are for ease of reference only and do not constitute part of this Agreement. References to “preamble,” “Section,” and “Exhibit” are to the preamble, sections, and exhibits of this Agreement and encompass the preamble, relevant section (and associated subsections) or exhibit in its entirety unless specifically stated otherwise. 16. Severability. If any term (or the application of any term) of this Agreement (or any Project Order) is held invalid, illegal, or unenforceable by any court or administrative body having jurisdiction, all other terms and their application will remain valid and the Parties will attempt to amend this Agreement in a mutually acceptable manner to restore the Parties to the positions they would been in but for the holding. 17. Authority. The Parties recognize the legal constraints imposed on them by the constitutions, statutes, and regulations of the state of Colorado and of the United States and the Organic Contract, as well as those imposed on Fort Collins by its charter. Subject to these constraints, the Parties intend to carry out the terms of this Agreement and any Project Order. The signatories below certify they are authorized to execute this Agreement on behalf of each Party, pursuant to applicable articles or bylaws and statute. Nothing in this Agreement obligates either Party to exercise any power or take any action prohibited by applicable law. 18. Entire Agreement; Amendment. This Agreement (together with provisions set forth in any Project Orders) contains the entire agreement of the Parties concerning its subject matter. This Agreement may not be amended, modified, or overridden except by a signed, written instrument that specifically refers to this Agreement and is authorized by the City Council of Fort Collins and the general manager of Platte River. Project Orders approved and signed under Section 6.5 do not constitute amendments to this Agreement. 19. Counterparts. This Agreement (and Project Orders) may be signed in counterparts, each of which will be deemed an original and which together will constitute a single binding instrument (and, in the case of a Project Order, an integrated part of this Agreement). [Signature page follows] EXHIBIT A A Packet Pg. 140 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services CIS – Platte River and City of Fort Collins Page 8 of 8 PLATTE RIVER POWER AUTHORITY ATTEST: By: By: General Manager/CEO Secretary APPROVED AS TO FORM: By: General Counsel FORT COLLINS, Colorado ATTEST: By: By: Mayor City Clerk APPROVED AS TO FORM: Assistant City Attorney EXHIBIT A A Packet Pg. 141 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Exhibit A CIS – Platte River and City of Fort Collins Page 1 of 2 EXHIBIT A CIS COST ALLOCATION AND MANAGEMENT PRINCIPLES Background A. Since 1998, Platte River has provided CIS services to the cities of Longmont and Fort Collins (each, a “City” and collectively, the “Cities”) on a shared Hansen/Banner utility customer information system. B. Although, as of the Effective Date of the Agreement of which this Exhibit A is a part, Platte River will provide CIS services to the Cities under separate bilateral agreements, Platte River will continue to incur certain costs (“CIS Joint Project Costs”) common to the CIS services it provides to each of the Cities. C. This Exhibit A specifies how Platte River will allocate CIS Joint Project Costs between the Cities and manage costs as each City transitions to its own separate utility customer information systems. Principles for Allocation of CIS-Related Costs 1. As long as Platte River continues to provide CIS services to both Cities, Platte River will apportion CIS Joint Project Costs between the Cities based on the number of customers served by each City’s utility customer information system (as determined and updated on an annual basis). Expressed as a formula, the allocation percentage will be: P = X 100, where P = the percentage of CIS Joint Project Costs charged to a City N = the number of customers served by the City’s utility customer information system T = the combined number of customers served by both Cities’ utility customer information systems 2. Any costs Platte River incurs to provide CIS services specific to one City and not the other will be billed to the City receiving the applicable CIS services. 3. Platte River and the Cities have expressed a common goal of equity in the management of CIS Project Joint Costs. In particular, as the Cities transition away from receiving CIS services from Plate River to their own separate customer information systems, Platte River and the Cities intend to cooperate to avoid having CIS Project Joint Costs attributable to one City fall on the other or on nonparticipating owner communities (Estes Park and Loveland). 4. Given the long lead times for costs Platte River incurs to provide the CIS services under third-party agreements that must be pre-paid and are binding for periods of one year or N T EXHIBIT A A Packet Pg. 142 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Exhibit A CIS – Platte River and City of Fort Collins Page 2 of 2 longer (“Annual Vendor Costs,” such as the Hansen Banner license, which requires one year or more prior notice to terminate or modify payment obligations), the Cities have recognized that if they wish to stop receiving CIS services from Platte River, they will be responsible for their allocated shares of any Annual Vendor Costs already incurred at the time of City’s departure decision. Accordingly, to avoid any “carryover” Annual Vendor Costs, a City will need to give Platte River notice of its intention to stop receiving CIS services before the renewal deadline for the applicable Annual Vendor Costs (which, for the Hansen/Banner license could be as much as 90 days ahead of the start of the final calendar year of participation). 5. Once a City notifies Platte River that it plans to stop receiving CIS services from Platte River and an anticipated departure date, a. Platte River will make good-faith efforts to minimize any vendor costs that would otherwise continue past the anticipated departure date, but Platte River will bill to the departing City its share of any vendor costs that cannot be avoided; and b. Platte River will make good-faith efforts to manage its internal costs (by redeploying staff who provide CIS services) to minimize Platte River costs incurred after the City’s anticipated departure date; but, to the extent Platte River is unable to do so without major disruption to the CIS services or the affected staff, Platte River will bill to the departing City its share of Platte River costs for up to six months or the remainder of the calendar year in which the City’s departure date occurs, whichever is longer. 6. Platte River will work in good faith with the Cities as they transition and attempt to accommodate changing needs while maintaining equity in cost-sharing between the Cities and protecting nonparticipating owner communities bearing CIS-related costs. EXHIBIT A A Packet Pg. 143 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Exhibit B CIS – Platte River and City of Fort Collins Page 1 of 2 EXHIBIT B AUTHORIZED SIGNATORIES AND CONTACTS Updated Platte River Power Authority For Platte River, only an Authorized Signatory may bind Platte River, approve Project Orders under Section 6.5, or approve Changes to Project Orders in writing under Section 6.7. Platte River’s Authorized Contacts will be the primary contacts for Project implementation under Section 6.6 and for all routine, informal communications between Parties. Authorized Signatory: Raj Singamsetti Chief Transition and Integration Officer Telephone: 970 Email: singamsettir@prpa.org Authorized Signatory: Rob Morse Director of Information Technology Telephone: 970-229-4825 Email: MorseR@prpa.org Authorized Contact: Geoff Moon Infrastructure Services Supervisor Telephone: 900-229-5250 moong@prpa.org EXHIBIT A A Packet Pg. 144 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Exhibit B CIS – Platte River and City of Fort Collins Page 2 of 2 Fort Collins For Fort Collins, only the Authorized Signatory may bind Fort Collins, approve Project Orders under Section 6.5, or approve Changes to Project Orders in writing under Section 6.7. Fort Collins’ Authorized Contacts may participate in development of Project Work Scope by initiating requests under Section 6.3 and will be the primary contacts for Project Implementation under Section 6.6 and for all routine, informal communications between the Parties. Authorized Signatories Required co-signatures for all Project Orders or Change Orders: Utilities Executive Director 222 Laporte Ave. PO Box 580 Fort Collins, CO 80522 970-416-2232 Purchasing Director 215 North Mason Street PO Box 580 Fort Collins, CO 80522 970-221-6775 In addition, all Project Orders greater than $1,000,000 and any Change Orders to such Project Orders resulting in an increase in the cost must also be signed by the City Manager. City Manager 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80522 970- 221-6505 Authorized Project Manager Contacts Utility Svcs; Senior Supervisor, Business Systems 222 Laporte Ave. - Utility Services Administration Currently: Mona Walder; 970-416-2689; mwalder@fcgov.com Information & Employee Svcs.; Senior Manager, Applications Software 700 Wood Street - Utilities Service Ctr Currently: Mary Evans; 970-221-6865; mevans@fcgov.com EXHIBIT A A Packet Pg. 145 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Project Order No. 1 CIS – Platte River and City of Fort Collins Page 1 of 5 PROJECT ORDER NO. 1 SERVICE SPECIFICATIONS AND CONDITIONS Introductory note: Capitalized terms used in this Project Order No. 1 and not otherwise defined in Section 1 or Section 4 of this Project Order No. 1 have the meanings given in the Intergovernmental Agreement for Technical Support Services – Customer Information System under which this Project Order No. 1 is issued. 1. Scope of Services provided by Platte River Platte River will provide infrastructure, system administration and database support for the CIS System for Fort Collins (collectively, the “Services”) adhering to Sound Industry Practices. The Services include the following and any other Services as the Parties agree by entering into additional Project Orders: x Keeping servers and databases maintained, patched (to the level supported by the current CIS software version used by Fort Collins), and operational x Operating and maintaining top-level Operating System, Oracle and CIS processes x Maintaining, supporting, and keeping current all physical infrastructure necessary for CIS System operations and availability including servers and network infrastructure x Implementing and updating scheduled jobs and scripts required for proactive monitoring and maintenance activities x Coordinating and communicating planned maintenance activities that affect the CIS System via an approved notification process x Proactively monitoring and adjusting database space usage at the filesystem level x Proactively monitoring server resource levels and making adjustments as needed x Scheduling and monitoring backups and managing backup storage space and availability following agreed-upon disaster recovery and retention policies x Performing troubleshooting and root cause analysis on system outages; reporting findings to Fort Collins’ designated CIS contact(s) x Adhering to Sound Industry Practices and/or Fort Collins policies and guidance provided in writing to Platte River for purposes of the CIS System for password management, standards and policies for all components that Platte River supports, including end-user and service accounts for both OS and databases. x Managing required VPN tunnels and accounts x Providing timely and informative communication regarding support requests and service interruptions following agreed-upon policies and procedures EXHIBIT A A Packet Pg. 146 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Project Order No. 1 CIS – Platte River and City of Fort Collins Page 2 of 5 x Creating and maintaining comprehensive documentation on system integrations, scripts and processes associated with operational availability as they are implemented, particularly when implementing custom code or functions that are not readily transparent. Customizations developed prior to the implementation of this project order will be supported on a good faith effort basis with the understanding that limited documentation or knowledge transfer was provided previously. x Creating documented and tested data restoration and recovery plans for various system and component failure scenarios. Under previously agreed conditions, this will not include any automatic-failover disaster recovery procedures. No expectations have been set for recovery time objectives in the event of major failure scenarios, such as complete loss of database server or datacenter availability. x Ensuring server logs are managed appropriately x Installing and updating software licenses and SSL certificates to avoid service interruption x Performing system and database backups regularly x Performing data recovery/restoration as requested or required x Cloning databases as needed x Updating database and file encryption and Oracle wallet, and rotating encryption keys following Fort Collins’ written policies (as provided to Platte River) or as requested x Applying third-party software updates for software that resides on the CIS database or applications servers x Assisting with data imports and exports needed for large-scale database changes (such as annual rate changes) x Supporting audits of system and database accounts and permissions as requested by Fort Collins x Coordinating with Fort Collins personnel as needed to implement database profiles for CIS permissions 2. Fort Collins’ Obligations: x Role and responsibilities Fort Collins is the owner of its CIS Data and will have unrestricted use of its CIS Data. Fort Collins will operate its customer service operations, including customer contact, bill preparation, all monetary functions having to do with billing, and other customer service and information functions. This includes: x Developing queries or reports on CIS Data x Completing small-scale data additions or modifications x Communicating with billing providers or accessing third-party billing provider software to facilitate billing or third-party software issues. EXHIBIT A A Packet Pg. 147 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Project Order No. 1 CIS – Platte River and City of Fort Collins Page 3 of 5 x Third-party service providers Fort Collins, as the owner of the CIS Data and recipient of Services under the Agreement, may, in its discretion, engage third parties to supplement the Services provided by Platte River. If Fort Collins does so, Fort Collins acknowledges that any resulting adverse impacts to CIS-related hardware, software, Services, availability, performance, costs, or other functions and any resulting claims by or liability to third parties will be solely Fort Collins’ responsibility. x Information required from Fort Collins Fort Collins will provide to Platte River (and update as needed to keep information current): x An organizational chart or similar document identifying personnel involved with Fort Collins’ CIS System, including associated responsibilities and contact information x A designated contact or contacts for receiving troubleshooting and root cause analysis findings reports x A schedule that summarizes the key events and processes in the billing cycle on a monthly, quarterly and annual basis x A list of the personnel who require access to CIS Systems at an OS/database level and the components to which access is to be granted x A list of the personnel responsible for approving access to systems or components on an ongoing basis x A list of personnel responsible for reviewing and approving expenditures x A list or description of any files or databases that require preservation beyond the standard backup retention window x Copies of all relevant retention policies x Instructions for the format of files or databases requiring long-term retention x Instructions for the method of delivery for files or databases requiring long-term retention x Password policies that will govern systems for both production and backup environments x Identification of accounts with exceptions to these policies due to operational needs x A list of external system integrations associated with the CIS environment and the expectations of support related to those integrations; additional information may be required based on support expectation EXHIBIT A A Packet Pg. 148 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Project Order No. 1 CIS – Platte River and City of Fort Collins Page 4 of 5 3. Platte River Obligations: x Service Level Expectations x Platte River commits to support CIS operations 8 AM to 5 PM (Mountain Prevailing Time), Monday-Friday, excluding Platte River recognized holidays. x Platte River will provide after-hours support on an as-needed basis for predefined system maintenance operations. x Platte River will provide after-hours, unscheduled support on a good-faith-effort basis for production outages only. x Platte River and Fort Collins will develop mutually agreed-upon standards and policies for support requests, response and communication. x Platte River retains sole authority for identifying personnel to provide the Services. Fort Collins must direct all correspondence related to support needs to Platte River’s designated personnel at this address: cissupport@prpa.org. Support concerns should be directed to the Platte River Director of Information Technology or his designee at this address: cissupport@prpa.org. x Access limitations and production activities Platte River will restrict permissions to data, systems, files and directories where modifications could compromise operational stability. These restrictions include the ability to modify database structure or configuration in the production environment. Platte River and Fort Collins will coordinate the identification of accounts and permissions necessary to securely maintain external system integrations and data exchange. Administrators and users needing database or server access must request and use individually assigned accounts. Users must not use shared accounts for direct server or database access except in cases of operational necessity (which must be documented and communicated to Platte River). Platte River will coordinate with Fort Collins to promote tested modifications or customizations to the production environment as needed. Neither party will make changes to the production environment that can impair operations except as scheduled and agreed upon in advance. x Conditions of service Platte River is responsible for providing infrastructure and operational support for the CIS System but has no authority over Fort Collins’ CIS operations or IT policy. Platte River will be obligated to deliver the Services only if (and for so long as) Fort Collins: x Assumes all operational, legal, financial and security risks associated with Fort Collins’ continued use of software and hardware for which vendor support and updates are no longer available. x Maintains up-to-date licensing for all software components associated with the system. EXHIBIT A A Packet Pg. 149 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Intergovernmental Agreement for Technical Support Services – Project Order No. 1 CIS – Platte River and City of Fort Collins Page 5 of 5 x Supports a mutually agreed-upon schedule for patching all system components for which updates are available. 4. Additional defined terms: “CIS Data” All data within the CIS System database created by Fort Collins utility staff or customer interaction with the CIS System. “CIS System” means the hardware (cabling, switches, routers, servers, backup devices) and software (VPN, operating systems, databases, application server components, Hansen/Banner software components) that physically reside at or are hosted by Platte River to facilitate the Services. “Sound Industry Practices” means recognized industry methodologies and practices for deploying and managing information technology systems, informed by guidance from applicable manufacturers and service providers. The term Sound Industry is not intended to be limited to any optimum method or practice to the exclusion of all others, but rather to be a range of acceptable methods and practices generally accepted in information technology industry. EXHIBIT A A Packet Pg. 150 Attachment: Exhibit A (11571 : Platte River Technical Support Services IGA RESO) Agenda Item 11 Item # 11 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Kirk Longstein, Project Manager Caryn Champine, Director of PDT Jackie Kozak-Thiel, Chief Sustainability Officer Aaron Guin, Legal SUBJECT Second Reading of Ordinance No. 057, 2022, Appropriating Prior Year Reserves in the General Fund to Provide Cost-Sharing Related to Electric Vehicle Charging Infrastructure at Affordable Housing Developments. EXECUTIVE SUMMARY This Ordinance, adopted on First Reading on May 3, 2022 by a vote of 6-1 (Nay: Peel), requests an off-cycle appropriation from General Fund Reserves in the amount of $238,000 to provide cost-sharing related to Electric Vehicle (EV) charging infrastructure required at Affordable Housing (AH) developments in 2022. Staff estimates that 237 affordable homes currently in the City’s development review process may apply for building permits during 2022. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on Second Reading. ATTACHMENTS 1. First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (PDF) 2. Ordinance No. 057, 2022 (PDF) N.11 Packet Pg. 192 Agenda Item 19 Item # 19 Page 1 AGENDA ITEM SUMMARY May 3, 2022 City Council STAFF Meaghan Overton, Housing Manager Caryn Champine, Director of PDT Jackie Kozak-Thiel, Chief Sustainability Officer Aaron Guin, Legal SUBJECT First Reading of Ordinance No. 057, 2022, Appropriating Prior Year Reserves in the General Fund to Provide Cost-Sharing Related to Electric Vehicle Charging Infrastructure at Affordable Housing Developments. EXECUTIVE SUMMARY The purpose of this item is to request an off-cycle appropriation from General Fund Reserves in the amount of $238,000 to provide cost-sharing related to Electric Vehicle (EV) charging infrastructure required at Affordable Housing (AH) developments in 2022. Staff estimates that 237 affordable homes currently in the City’s development review process may apply for building permits during 2022. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION At its regular meeting on April 5, 2022, Council unanimously adopted Ordinance No. 021, 2022, on Second Reading. This Ordinance repealed the 2018 International Building Code and adopted the 2021 International Building Code, with local amendments. The adoption of updated building codes on a regular cadence is intended to safeguard the public health, safety, and general welfare by regulating structural strength and stability in construction, sanitation, light and ventilation, energy conservation, and property protection from hazards attributed to the built environment within the City of Fort Collins. As part of building code adoption, Council also adopted local amendments to the International Building Code. Local amendments establish new requirements for installing EV charging infrastructure (1) for all new development, (2) where a building undergoes a primary or partial change of occupancy or use in which more than 50% of the total building area is changing, or (3) where existing buildings that provide on-site parking undergo a renovation or alteration in which the scope of work is more than 50% of the total building area. Recognizing the unique challenges of building and financing deed-restricted affordable housing, Council considered a range of options for EV charging infrastructure in multi-unit Affordable Housing (AH) developments: Option 1 - 10% EV-Capable Option 2 - 10% EV-Capable + 10% EV-Ready (Current CHFA requirement) Option 3 - 10% EV-Capable + 10% EV-Ready + One EVSE-Installed Option 4 - 20% EV-Capable + 15% EV-Ready ATTACHMENT 1 COPYN.11.1 Packet Pg. 193 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11579 : SR 057 Electric Vehicle Charging) Agenda Item 19 Item # 19 Page 2 After consideration, Council adopted a fifth option for local EV charging infrastructure requirements for AH developments (Option 5) of 20% EV-Capable Spaces, 15% EV-Ready Spaces, and a minimum of one EVSE- Installed Space, which reflects an increase beyond the standards currently set by the Colorado Housing Finance Authority (“CHFA”)(“Option 2”). The three distinct types of EV parking space are outlined below for reference: EV-Capable Spaces - Installation of panel space and conduit (“raceway”) to accommodate the future build-out of EV charging with 208/240 V, 40-amp circuits EV Infrastructure. EV-Ready Spaces - Full circuit installations including 208/240V, 40-amp panel capacity, raceway, wiring, receptacle, and overprotection devices similar to a dryer circuit. EVSE-Installed Spaces – Type 2 (minimum) charging stations, installed during construction The requested appropriation in this agenda item responds to Council’s direction provided at the April 5, 2022, regular meeting, for an appropriation that would fund the incremental cost between the EV charging infrastructure requirements that were proposed under Option 2, and those that were adopted by Council (Option 5). Calculating Incremental Cost The amount of the requested appropriation was calculated using per-parking-space cost ranges previously presented to Council during its work session on March 8 and at its regular meeting on April 5. EV Charging Infrastructure Cost per Space Type* Low High EVSE-INSTALLED $3,200 $10,550 EV READY $2,800 $4,050 EV CAPABLE $1,400 $2,000 * Note: Cost estimates include electric capacity fees Staff then collected information about AH projects currently in the City’s development review process that feasibly could be ready for building permits in 2022. Using the parking requirements for each project as required in the Land Use Code and the estimated cost per EV parking space type for both “Option 2” and the actual requirements adopted by Council (Option 5), staff estimates that the total incremental cost between these two is approximately between $145,000 - $238,000 for AH projects in the development review process in 2022. Option 2 Estimated Cost Option 5 Estimated Cost Total Estimated Incremental Cost Project Developer Units Parking spaces Low High Low High Low High Heartside Hill CARE Housing 72 158 $67,200 $96,800 $115,200 $171,750 $48,000 $74,950 PlanetScale living PlanetScale LTD 1 2 $0 $0 $3,200 $10,550 $3,200 $10,550 2908 S Timberline CSU 18 31 $12,600 $18,150 $25,600 $42,800 $13,000 $24,650 Northfield Commons Mercy Housing 84 164 $71,400 $102,850 $119,400 $177,800 $48,000 $74,950 Impala Housing Catalyst 62 108 $46,200 $66,550 $78,800 $119,350 $32,600 $52,800 Total 237 463 $197,400 $284,350 $342,200 $522,250 $144,800 $237,900 PROGRAM ADMINISTRATION COPYN.11.1 Packet Pg. 194 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11579 : SR 057 Electric Vehicle Charging) Agenda Item 19 Item # 19 Page 3 Staff have consulted with the Utilities, Social Sustainability, and the Planning, Development and Transportation departments about the most effective and efficient administration of a cost-sharing program for EV Charging infrastructure at AH developments (the “EV Infrastructure Credit”). To administer a cost-sharing program, staff proposes a structure like the City’s existing program that provides fee credits for qualifying AH units. Staff proposes that the EV Infrastructure Credit program be administrative in nature and operate pursuant to requirements and regulations established by the City Manager, contingent on the availability of funding appropriated for this purpose. Funding requests that exceed Council’s appropriated funding for this program will require additional Council consideration and appropriation of funds. Staff will review the EV Infrastructure Credit program authorized and implemented by the City Manager pursuant to the Ordinance and consider proposing language to codify the program in the Fort Collins Municipal Code for Council’s consideration in early 2023. Upon application for a building permit, AH developers will be eligible to submit a written request to the City Manager or their designee (i.e., Housing Manager) for an EV Infrastructure Credit based on the number and type of EV parking spaces provided. The City Manager, or delegee, will determine eligibility of the project based on whether it meets the City’s definition of Affordable Housing and will calculate the total amount of the credit based on the EV parking infrastructure required. Staff proposes a fixed credit for each EV parking space type based on the cost estimates provided at the March 8 work session. One EVSE-Installed space will be eligible for a credit of up to $10,500, ten percent of EV-Ready spaces would be eligible for a credit of up to $4,000 each, and five percent of EV-Capable spaces would be eligible for a credit of up to $2,000 each. Any EV charging infrastructure installed by the affordable housing project developer in excess of the adopted 2021 International Building Code EV charging infrastructure requirements will be ineligible for an EV Infrastructure Credit. EV Infrastructure Credits for AH Development Type of Space and % of Total Parking Required Percentage of Spaces Eligible (Difference Between “Option 3” and “Option 5”) Proposed Credit per Space EVSE-INSTALLED (1) 1 EVSE Installed $10,500 EV READY (20%) 10% $4,000 EV CAPABLE (15%) 5% $2,000 Staff propose that this program be administered at the Building Services counter to provide efficient customer service and consistent application of both the existing fee credit program and the proposed EV Infrastructure Credit program. Upon completion of the 2022 “pilot” year of the program, staff plans to compare the actual cost of EV charging infrastructure with the credits provided, which will help calibrate the program for future years. Other Considerations Funding beyond 2022: The current request for an off-cycle appropriation will meet the needs of AH development in 2022. Staff is prepared to submit a Budgeting for Outcomes (“BFO”) offer to fund EV cost-sharing for the 2023- 2024 budget years. Staff will estimate the maximum budget offer amount for the 2023-2024 BFO process based on the credit amounts above and the City’s adopted AH production goals. When data from the 2022 pilot year is available, staff will further calibrate the EV Infrastructure Credit amounts if needed. Changes to the amount of credits provided will require Council approval. Utilities capacity fees and transformer upgrades: Electric capacity fee typical costs are included in the EV charging parking space costs and recommended fee credits described above. Any necessary Utilities-owned transformer changes would be managed per Utilities rules and relevant codes. Because Utilities retains ownership of distribution transformers, the building site charges for such work are only labor with a typical cost of $1,500. This potential charge is eligible to be covered by the fee credit program. EV charging and electricity bills: The configuration of the EV charging will determine how Utilities bills customers for EV charging electricity use based on the applicable rate structure. Utilities does not prescribe how a building owner approaches recouping electricity costs for EV charging. The options range from simple monthly or annual fees for typical EV charging use to established EVSE and/or software-based solutions. Utilities is prepared to COPYN.11.1 Packet Pg. 195 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11579 : SR 057 Electric Vehicle Charging) Agenda Item 19 Item # 19 Page 4 support commercial building owners to navigate this rapidly evolving landscape. CITY FINANCIAL IMPACTS This request of $238,000 to be appropriated into the General Fund from General Fund Reserves is based on the high end of the range of cost estimate for each parking space type. The total cost of the program is dependent on how many units request building permits in 2022. The appropriation is not anticipated to negatively impact the financial health of the City. Further, submission of a 2023-2024 budget offer will ensure fiscal responsibility by including this program in the BFO process. BOARD / COMMISSION AND PUBLIC ENGAGEMENT Between First and Second Reading for adoption of the International Building Codes, staff engaged with several groups to gather additional input about EV requirements for affordable housing developments: Affordable Housing Providers Focus Group - 2/18/2022 Housing Catalyst - 2/24/2022 and 3/8/2022 Affordable Housing Board - 3/3/2022 (Attachment 1) Downtown Development Authority - 3/25/2022 Overall, suggestions from these groups encouraged staff to provide an option for affordable housing that was aligned with the current requirements of the Colorado Housing Finance Authority (CHFA). It also was communicated to staff that requirements above and beyond Option 2 should include a mechanism to offset the additional cost for affordable housing developments. Staff also conducted informal consultation with several affordable housing developers who will likely apply for EV Infrastructure Credits. All supported the process outlined above. ATTACHMENTS 1. Affordable Housing Board Minutes (PDF) 2. Powerpoint Presentation (PDF) COPYN.11.1 Packet Pg. 196 Attachment: First Reading Agenda Item Summary, May 3, 2022 (w/o attachments) (11579 : SR 057 Electric Vehicle Charging) -1- ORDINANCE NO. 057, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROPRIATING PRIOR YEAR RESERVES IN THE GENERAL FUND TO PROVIDE COST-SHARING RELATED TO ELECTRIC VEHICLE CHARGING INFRASTRUCTURE AT AFFORDABLE HOUSING DEVELOPMENTS WHEREAS, at its regular meeting on April 5, 2022, City Council unanimously adopted on second reading Ordinance No. 021, 2022, which repealed the 2018 International Building Code and adopted the 2021 International Building Code, with local amendments; and WHEREAS, the adoption of updated building codes on a regular cadence is intended to safeguard the public health, safety, and general welfare by regulating structural strength and stability in construction, sanitation, light and ventilation, energy conservation, and property protection from hazards attributed to the built environment within the City of Fort Collins; and WHEREAS, as part of the City’s adoption of the International Building Codes, City Council also adopted local amendments to the International Building Code (“IBC”) that establish new requirements for installing Electric Vehicle (“EV”) charging infrastructure (1) for all new development, (2) where a building undergoes a primary or partial change of occupancy or use in which more than 50% of the total building area is changing, or (3) where existing buildings that provide on-site parking undergo a renovation or alteration in which the scope of work is more than 50% of the total building area; and WHEREAS, after consideration of several options, Council adopted EV charging infrastructure requirements for Affordable Housing developments of 20% EV-Capable Spaces, 15% EV-Ready Spaces, and a minimum of one Electric Vehicle Supply Equipment (“EVSE”)- Installed Space (all as defined in the local amendments to the IBC); and WHEREAS, at the April 5, 2022, regular meeting, City Council directed City staff to propose an appropriation for 2022 that would fund the incremental cost between the EV charging infrastructure requirements that are currently established by the Colorado Housing Finance Authority (presented as “Option 2” at the meeting), and the standards that actually were adopted by Council; and WHEREAS, City staff has developed a cost-sharing program structure, similar to the City’s existing program that provides fee credits for qualifying affordable housing units, by which affordable housing developers, at the time of application for a building permit, will be eligible to submit a written request to the City Manager, or their designee, for an EV Infrastructure Credit under the program based on the number and type of EV parking spaces provided (the “EV Infrastructure Credit Program”); and WHEREAS, the EV Infrastructure Credit Program shall be administrative in nature and operate pursuant to the provisions of this Ordinance and any guidelines and regulations established by the City Manager for the EV Infrastructure Credit Program, provided such guidelines and regulations are consistent with the provisions of this Ordinance, and contingent on the availability of funding being appropriated by City Council for this purpose; and N.11.2 Packet Pg. 197 Attachment: Ordinance No. 057, 2022 (11579 : SR 057 Electric Vehicle Charging) -2- WHEREAS, the City Manager, or their designee, will determine the eligibility of the affordable housing project for EV Infrastructure Credits based on whether the project meets the City’s definition of Affordable Housing; and WHEREAS, the credits granted in the EV Infrastructure Credit Program shall be in amounts established by the City Manager but such amounts shall not exceed a maximum flat credit for each EV parking space type as follows: an EVSE-Installed space will be eligible for a credit of up to $10,500; ten percent of EV-Ready spaces will be eligible for a credit of up to $4,000 each; and five percent of EV-Capable spaces will be eligible for a credit of up to $2,000 each; and WHEREAS, any EV charging infrastructure installed by the affordable housing project developer in excess of the adopted 2021 International Building Code EV charging infrastructure requirements will be ineligible for an EV Infrastructure Credit; and WHEREAS, subject to and in accordance with any guidelines and regulations established by the City Manager for the EV Infrastructure Credit Program, EV Infrastructure Credits shall be administered by Building Services department staff at its customer counter to provide efficient customer service and consistent application of both the existing fee credit programs and the proposed EV Infrastructure Credit Program and the total amount of the EV Infrastructure Credit shall be based on the EV parking infrastructure required under the IBC; and WHEREAS, there are five affordable housing projects (consisting of a total of 237 units) currently in the City’s development review process that may apply for building permits during 2022; and WHEREAS, based on this number of affordable housing projects that may apply for a building permit this year, the number of parking spaces that would be required to be constructed for these projects under the City’s Land Use Code, and the per-parking-space cost ranges previously presented to Council during its consideration of the EV charging infrastructure requirements for affordable housing, a total appropriation of $238,000 is needed to fund the EV Infrastructure Credit Program to address the incremental cost between the EV charging infrastructure requirements for affordable housing that were proposed to City Council under Option 2, and those that were adopted by Council on April 5, 2022; and WHEREAS, this appropriation benefits the public health, safety and welfare of the residents of Fort Collins and serves the public purposes of supporting the development of affordable housing and promoting the use of renewable energy, while also supporting the goals of the City’s Electric Vehicle Readiness Roadmap; and WHEREAS, Article V, Section 9 of the City Charter permits the City Council, upon the recommendation of the City Manager, to make supplemental appropriations by ordinance at any time during the fiscal year such funds for expenditure as may be available from reserves accumulated in prior years, notwithstanding that such reserves were not previously appropriated; and N.11.2 Packet Pg. 198 Attachment: Ordinance No. 057, 2022 (11579 : SR 057 Electric Vehicle Charging) -3- WHEREAS, the Interim City Manager has recommended the appropriation described herein and determined that this appropriation is available and previously unappropriated from the General Fund and will not cause the total amount appropriated in the General Fund to exceed the current estimate of actual and anticipated revenues and all other funds to be received in this Fund during this fiscal year; and NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations, requirements, limitations, standards, and findings contained in the recitals set forth above. Section 2. That there is hereby appropriated from prior year reserves in the General Fund the sum of TWO HUNDRED THIRTY-EIGHT THOUSAND DOLLARS ($238,000) to be expended in the General Fund for the EV Infrastructure Credit program. Section 3. That the City Manager shall administer the EV Infrastructure Credit Program in accordance with and subject to the requirements, limitations, and standards set forth in this Ordinance and may adopt guidelines and regulations for the Program that are consistent with such requirements, limitations, and standards as the City Manager determines are necessary for the proper administration of the EV Infrastructure Credit Program. Introduced, considered favorably on first reading, and ordered published this 3rd day of May, A.D. 2022, and to be presented for final passage on the 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk Passed and adopted on final reading on this 17th day of May, A.D. 2022. ____________________________________ Mayor ATTEST: _____________________________ City Clerk N.11.2 Packet Pg. 199 Attachment: Ordinance No. 057, 2022 (11579 : SR 057 Electric Vehicle Charging) Agenda Item 12 Item # 12 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Blaine Dunn, Accounting Director John Duval, Legal SUBJECT First Reading of Ordinance No. 062, 2022, Authorizing and Approving the Execution and Delivery by the City of One or More Amendments to 2019 Trust Indenture, Leases and Other Related Documents for the Issuance of 2022 Certificates of Participation for the Financing of Certain City Projects. EXECUTIVE SUMMARY The purpose of this item is to consider an Ordinance authorizi ng the amendment of certain 2019 lease documents and approval of other related documents for the issuance of certificates of participation (COPs), the funds from which will be used for the acquisition of the Hughes Stadium land, construction of the Southri dge golf course irrigation system improvements, construction of the Fleet shop expansion, and such additional projects as City Council may approve by resolution. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION Certificates of Participation Certificates of participation, or COPs, are a type of financing that is somewhat similar to a bond. The purchaser of a COP purchases a share of the revenues from a lease as distinguished from a bond purchaser receiving principal and interest payments under the bond. COPs are routinely used by Colorado governments as a method to finance various governmental projects. Lease financings are not subject to voter approval under the Colorado Taxpayer’s Bill of Ri ghts (TABOR) because the City’s obligations under the lease are subject to annual appropriation. In any year, the City can decide that it will not renew its lease. Since TABOR requires voter approval in advance only for multiple fiscal year financial obligations, no vote is required for a lease financing that is from year to year only. A COPs transaction can be structured in different ways, but the City’s most recent COPs transactions have been structured as a “lease-lease back”. Under this structure , the City leases its designated real property to a Bank/Trustee under a “Site Lease” and then leases that same property back under a “Lease.” The Trustee then sells the COPs to investors who purchase the right to receive the rental payments under the ann ually renewable Lease. The terms of the COPs are set forth in an Indenture of Trust that is executed by the Trustee. If the City chooses not to renew the Lease in any year, which it can do in its sole discretion without any penalty, the Lease terminates automatically and the Trustee will have the right to possession of the leased property under the Site Lease. The Trustee can then re -rent the leased property, or sell its leasehold interest, to generate revenues to repay the holders of the COPs. The City is not liable to repay the COP holders from any of its revenues; the COP holders must look solely to the leased property as their security. The Trustee cannot sell the leased property and N.12 Packet Pg. 200 Agenda Item 12 Item # 12 Page 2 the City retains fee simple title to the leased property. At the end of the Site Lease, the City will get back unencumbered title to the leased property. City’s 2019 COPs In March 2019, the City Council adopted Ordinance No. 021, 2019, approving the issuance of COPs to finance and fund a portion of the costs for the recent improvements to the I-25 and Prospect Road interchange and for the construction of the City’s Northern Colorado Law Enforcement Training Center jointly owned with the City of Loveland (2019 COPs). The 2019 COPs were issued under various leases and o ther agreements approved in Ordinance No. 021, 2019 (2019 Agreements). Payment of the 2019 COPs was secured under a lease -lease back method using the City’s office building at 215 N. Mason and its Civic Center Parking Garage as the collateral. Proposed COPs City staff is now seeking $16.5M in financing using COPs to be issued in two or more tranches with the first tranche issued in July 2022 (2022 COPs). The proceeds from these issuances will be used to fund the purchase of the Hughes Stadium land ($8.5M), construction of the Southridge golf course irrigation system improvements ($5.0M), construction of the Fleet shop expansion ($3.0M), and to fund any other projects City Council may subsequently approve by resolution. The proposed financing method for these projects is to amend the 2019 Agreements, which included a site lease for the City’s lease of its property to the trustee (2019 Site Lease) and the lease for the trustee’s lease back of the property to the City (2019 Lease). These amendments will all ow for the issuance of the proposed 2022 COPs. The City will continue to lease the building at 215 N. Mason and the Civic Center Parking Garage under the 2019 Lease, but more City property is needed as additional collateral under the 2019 Lease for the 2022 COPs and the rental payments due under the 2019 Lease will be increased. Concerning the additional collateral, the 2019 Agreements will be amended to grant the City Manager the authority, as needed, to add as leased property under the amended 2019 Lease all or portions of 960 acres of land that make up part of the City’s Coyote Ridge Natural Area and that are known as the McKee parcels (McKee Parcels). These McKee Parcels have been appraised at approximately $10 million. However, the 2019 Agreements will also be amended to allow the City, once it has purchased the Hughes Stadium land, to release the McKee Parcels as collateral and replace them with the Hughes Stadium land. The 2022 COPs will be issued as additional COPs under the amended 2019 Agreements, and a new rental schedule will be provided that includes the amortization schedule for the 2022 COPs. The 2019 COPs and the 2022 COPS will be equally secured by all the City’s real property under the 2019 Lease as amended by the 2022 amendments. The 2022 COPs will be sold by competitive sale to the best bidder. The City Manager and the Financial Officer will have the authority to determine the best bidder and finalize the terms of the sale subject to the parameters set in this Ordinance. The 2022 COPs will be sold pursuant to a Notice of Sale and a Preliminary Official Statement that sets forth the facts that are material to a potential investor. The following documents needed for these proposed amendments of the 2019 Agreements are attached: F irst Amendment to Site Lease, First Amendment to Lease Agreement, First Supplement to Indenture of Trust, Continuing Disclosure Certificate, Notice of Sale and Preliminary Official Statement. Hughes Stadium Land Purchase Per a voter-approved ballot measure in April 2021, the former Hughes Stadium site was rezoned as open lands, and the City was directed to make a good-faith effort to purchase the 165-acre site from CSU within two years at fair market value. The total estimated cost of the purchase is $12 .5M; out of which $4M will come from the City’s General Fund and Natural Area fund, and the remaining $8.5M will be secured through the 2022 COPs. Costs will be allocated proportionally to corresponding funds once land use is determined for the N.12 Packet Pg. 201 Agenda Item 12 Item # 12 Page 3 Hughes Stadium land. The 2021 Citizen Initiated Ordinance stated the City should acquire the land “using existing voter-approved open space sales tax revenue and other funds currently available to the City, financing agreements, grants, partnerships with other local governments, or other available fiscally responsible mechanisms”. By utilizing COPs (a type of financing agreement) and cash from the General Fund and Natural Areas Fund, the City is following the intention of the Ordinance as presented by citizens. Southridge Golf Irrigation System Project The project is to install a new irrigation system at Southridge golf course located at 5750 S . Lemay Ave. It is an 18-hole golf course situated on 128 acres in southeast Fort Collins, and it is operated and maintaine d by the City. The current irrigation system has exceeded its typical life expectancy and is experiencing losses of water, costly repairs, and high labor needs. A new system will produce significant savings through better water application efficiency and flexibility and reduced labor and repair costs. The total estimated cost of the project is $5.0M. In 2022, $1.2M was appropriated out of golf reserves to secure some of the key materials ahead of installation. The appropriation also covers contingency in case the system cost exceeds the current estimate. Payments paid with the 2022 appropriation will be reimbursed with the proceeds from the 2022 COPs and put back in golf reserves. Fleet Shop Expansion Project The Fleet Shop Expansion project is to provide two garage bays to maintain compressed natural gas (CNG) fueled fleet vehicles in compliance with City and State codes. A comprehensive facility audit conducted in 2018 determined the existing garage facility located at 835 Wood St. needed did not meet all applicable codes and standards. The expansion will also help meet the increasing demand for more maintenance workspace as the City’s vehicle fleet grows. The total estimated cost of the project will be $4.0M. Operation Services will pay $1.0M out of its reserves, which includes the $0.4M appropriated by Council in the 2022 budget for the design of new facility. The City is seeking $3.0M from the 2022 COPs financing for the remainder of the construction costs. Other Projects Approved by Council If for any reason the City is unable to purchase the Hughes Stadium land, the amendments to the 2019 Agreements will allow the City Council to authorize, by resolution, use of the 2022 COPs proceeds intended for that purchase to be used for other City capital projects. CITY FINANCIAL IMPACTS The City is seeking to borrow a total of $16.9M, $16.5M for the projects and $400k in closing costs, with the 2022 COPs. The 2022 COPs will have a fixed interest rate and a mixed repayment term of 10 years for the Hughes Stadium land purchase and 15 years for the other two identified projects. The longer term is incorporated in repayment to reduce annual debt service payment for both Golf and Operation Services and ease cash flow pressure. In addition, in order to allow flexib ility in the timing of the different projects to achieve the best available financing terms, the City will delegate to the City Manager to determine if the projects will be financed in whole or in part, at one time or at different times. The City will also delegate to the City Manager to determine if all or portions of McKee Parcels need to be added as collateral. The City will make semiannual payments starting in December 2022 with the last payment occurring in December 2037. The maximum annual debt service payment is $1,943,500, and the maximum total debt service payment is $23,692,410. BOARD / COMMISSION RECOMMENDATION The Council Finance Committee expressed its support for the proposed 2022 COPs at its April 7, 2022, meeting. N.12 Packet Pg. 202 Agenda Item 12 Item # 12 Page 4 ATTACHMENTS 1. First Amendment to Site Lease (as filed) (PDF) 2. First Amendment to Lease (as filed) (PDF) 3. Continuing Disclosure Certificate (as filed) (PDF) 4. First Supplemental Indenture (PDF) 5. Notice of Public Sale (as filed) (PDF) 6. Preliminary Official Statement (draft) (PDF) 7. Powerpoint Presentation (PDF) N.12 Packet Pg. 203 Butler Snow Draft: 5.2.2022 AFTER RECORDATION PLEASE RETURN TO: Butler Snow LLP 1801 California Street, Suite 5100 Denver, Colorado 80202 Attention: Dalton Kelley, Esq. FIRST AMENDMENT TO SITE AND IMPROVEMENT LEASE DATED ________ __, 2022 BETWEEN CITY OF FORT COLLINS, COLORADO, AS LESSOR AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE, AS LESSEE This First Amendment to Site and Improvement Lease amends and supplements the Site and Improvement Lease dated March 21, 2019 between the City of Fort Collins, Colorado, as lessor, and U.S. Bank National Association, solely in its capacity as Trustee under the Indenture, as lessee, and recorded in the real estate records of Larimer County, Colorado, on March 26, 2019, at Reception No. 20190014762. ATTACHMENT 1 N.12.1 Packet Pg. 204 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 1 This FIRST AMENDMENT TO SITE AND IMPROVEMENT LEASE, dated ________ __, 2022 (this “First Amendment to Site Lease”), is by and between the City of Fort Collins, Colorado, a home rule city duly organized and validly existing under the Constitution and laws of the State of Colorado (the “City”), as lessor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, Denver, Colorado, a national banking association duly organized and validly existing under the laws of the United States of America, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessee, and amends and supplements the Site and Improvement Lease dated March 21, 2019 (the “Original Site Lease” and together with this First Amendment to Site Lease, the “Site Lease”) between the City of Fort Collins, Colorado, as lessor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as Trustee under the Indenture, as lessee, and recorded in the real estate records of Larimer County, Colorado, on March 26, 2019, at Reception No. 20190014762. PREFACE Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Lease Purchase Agreement, dated March 21, 2019 (the “Original Lease”), between the Trustee, solely in its capacity as trustee under the Indenture, as lessor, and the City, as lessee, as amended by a First Amendment to Lease Purchase Agreement, dated _______ __, 2022 (the “First Amendment to Lease” and together with the Original Lease, the “Lease”) between the Trustee, as lessor, and the City, as lessee. RECITALS 1. The City has been duly organized and is validly existing as a home rule municipality and municipal corporation under the Constitution of the State of Colorado and the home rule charter of the City (the “Charter”). 2. The City is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter and part 8 of article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes. 3. The City Council of the City (the “City Council”) is authorized by Chapter 23, Article IV, Division 2 of the Fort Collins, Colorado, Municipal Code, to lease any and all interests in real property owned in the name of the City if the City Council first finds that the lease is in the best interest of the City. 4. The City and the Trustee previously entered into the Original Site Lease and the Original Lease to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado (collectively, the “2019 Project”). 5. The 2019 Leased Property under the Original Site Lease and the Original Lease consists of the 2019 Site owned in fee title by the City (which consists of two parcels) and the ATTACHMENT 1 N.12.1 Packet Pg. 205 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 2 buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage. 6. To finance the 2019 Project, the City leased the 2019 Leased Property to the Trustee pursuant to the Original Site Lease, and the Trustee leased back the 2019 Leased Property to the City pursuant to the Original Lease. 7. In connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered an Indenture of Trust, dated March 21, 2019 (the “Original Indenture”) pursuant to which there were executed and delivered certain certificates of participation (the “2019 Certificates”) dated as of their date of delivery that evidence certain proportionate interests in the right to receive certain Revenues under the Original Lease. 8. The net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project. 9. The City Council has determined that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”). 10. To provide for the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that it is in the best interest of the City and its inhabitants to enter into the First Amendment to Site Lease and the First Amendment to Lease. 11. To effectuate the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that [[one or two] parcel[s] of real property consisting of approximately [640 or 320] acres] owned by the City located in the Coyote Ridge Natural Area that is known as [the [or] one of the] McKee Strips that presently serve as open space (collectively, the “2022 Site”) and any buildings and improvements located thereon (as more particularly described in Exhibit A attached to the First Amendment to Lease, the “2022 Leased Property”) shall be added to the Leased Property under the Site Lease and the Lease. 12. Contemporaneously with the execution and delivery of the First Amendment to Site Lease and the First Amendment to Lease, the Trustee will execute and deliver a First Supplement to Indenture of Trust (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”) pursuant to which there will be executed and delivered certain Certificates of Participation, Series 2022 (the “2022 Certificates”) that will be Additional Certificates under the Indenture. ATTACHMENT 1 N.12.1 Packet Pg. 206 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 3 13. The Original Indenture provides that Additional Certificates may be executed and delivered without the consent of or notice to the Owners of the Outstanding Certificates to provide moneys to pay, among other things, the costs of acquiring, constructing, improving, installing, and equipping any additional improvements or capital projects for the City, and costs reasonably related thereto. 14. The 2022 Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. 15. The net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will finance the acquisition, construction and installation of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and pay the costs of issuance in connection therewith. 16. The Trustee is executing this First Amendment to Site Lease solely in its capacity as trustee under the Indenture, and subject to the terms, conditions and protections provided for in the Site Lease. 17. The Original Site Lease provides that it may only be amended, changed, modified, or altered with the prior written consent of the City and the Trustee and in accordance with the provisions of the Original Indenture. 18. The Original Indenture provides that the City and the Trustee shall have the right to amend the Original Site Lease, without the consent of or notice to the owners of the Certificates to, among other matters, make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Original Indenture. 19. The City and the Trustee desire to amend and supplement the Original Site Lease in accordance with the terms and provisions of this First Amendment to Site Lease in connection with the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and the execution and delivery of the 2022 Certificates as Additional Certificates under the Original Indenture. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows: Section 1. First Amendment Definitions. For all purposes of the Original Site Lease and this First Amendment to Site Lease, the following terms, except where the context requires otherwise, shall have the meanings set forth below. In the event that a contrary ATTACHMENT 1 N.12.1 Packet Pg. 207 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 4 definition is set forth in the Original Lease or the Original Site Lease, the definition set forth below shall amend and supersede the definition in the Original Lease or the Original Site Lease. “2019 Certificates” means the Certificates of Participation, Series 2019, executed and delivered pursuant to the Original Indenture, the net proceeds of which financed the 2019 Project. “2019 Leased Property” means the 2019 Site and the premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Original Lease, and Exhibit A to this First Amendment to Site Lease. “2019 Project” means, collectively, that portion of the costs of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado, that was financed with the net proceeds of the 2019 Certificates. “2019 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the Original Site Lease and subleased by the Trustee to the City under the Original Lease, the legal description of which is set forth in Exhibit A to the Original Lease, and Exhibit A to this First Amendment to Site Lease. “2022 Certificates” means the Certificates of Participation, Series 2022, executed and delivered pursuant to the First Supplemental Indenture, the net proceeds of which will be used to finance [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “2022 Leased Property” means the 2022 Site and any premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the First Amendment to Lease and Exhibit A to this First Amendment to Site Lease, together with any and all additions and modifications thereto and replacements thereof. “2022 Project” means, collectively, (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council. “2022 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the First Amendment to Site Lease and subleased by the Trustee to the City under the First Amendment to Lease, the legal description of which is set forth in Exhibit A to the First Amendment to Site ATTACHMENT 1 N.12.1 Packet Pg. 208 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 5 Lease and the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof. “Certificates” means, collectively, the 2019 Certificates, the 2022 Certificates and any Additional Certificates executed and delivered pursuant to the terms of the Indenture, if any. “First Amendment to Lease” means the First Amendment to Lease Purchase Agreement, dated ______ __, 2022, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “First Amendment to Site Lease” means the First Amendment to Site and Improvement Lease, dated _______ __, 2022, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “First Supplemental Indenture” means the First Supplement to Indenture of Trust dated as of _______ __, 2022, executed by the Trustee. “Golf Course Improvements” means the acquisition and installation of certain irrigation improvements for Southridge Golf Course [which will be financed with the net proceeds of the 2022 Certificates]. “Hughes Stadium Acquisition” means the acquisition of the real property on which the Hughes Stadium previously existed [which will be financed with the net proceeds of the 2022 Certificates]. [“Hughes Stadium Site” means the real property being acquired by the City as part of the 2022 Project, which previously served as the site for the Hughes Stadium, the legal description of which is set forth in Exhibit F attached to the First Amendment to Lease.] “Indenture” means the Original Indenture, as amended and supplemented by the First Supplemental Indenture. “Lease” means the Original Lease, as amended by the First Amendment to Lease. “Leased Property” means, collectively, the 2019 Leased Property and the 2022 Leased Property, as more particularly described in Exhibit A to the First Amendment to Lease and Exhibit A to this First Amendment to Site Lease, together with any and all additions and modifications thereto and replacements thereof, and any New Facility. “Maintenance Facility” means construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City [which will be financed with the net proceeds of the 2022 Certificates]. “Original Indenture” means the Indenture of Trust dated March 21, 2019, executed by the Trustee. ATTACHMENT 1 N.12.1 Packet Pg. 209 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 6 “Original Lease” means the Lease Purchase Agreement, dated March 21, 2019, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “Original Site Lease” means the Site and Improvement Lease, dated March 21, 2019, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “Project” means, collectively, the 2019 Project and [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “Site” means, collectively, the 2019 Site and the 2022 Site. “Site Lease” means the Original Site Lease, as amended by the First Amendment to Site Lease. Section 2. Site Lease and Terms. On the terms and conditions set forth in the Original Site Lease, as amended by this First Amendment to Site Lease, the City (a) hereby continues to demise and lease to the Trustee and the Trustee hereby continues to lease from the City the 2019 Leased Property, and (b) hereby demises and leases to the Trustee and the Trustee hereby leases from the City, the 2022 Leased Property, as further described in Exhibit A hereto attached hereto and by this reference made a part hereof, subject to Permitted Encumbrances as described in Exhibit B hereto. Exhibit A and Exhibit B to the Original Site Lease are hereby replaced by Exhibit A and Exhibit B to this First Amendment to Site Lease. The term of the Site Lease shall be as set forth in the Original Site Lease. Section 3. Rental. In connection with the execution and delivery of the Original Site Lease, the Trustee paid to the City and the City acknowledged receipt from the Trustee as and for rental due under the Original Site Lease, paid in advance, the sum of $25,524,699.61, as and for all rent due under the Original Site Lease. In connection with the execution and delivery of this First Amendment to Site Lease, the Trustee has paid to the City, and the City hereby acknowledges receipt from the Trustee, of an additional sum of $__________, as and for all additional rent due under this First Amendment to Site Lease. The increase in the rental amount paid by the Trustee in connection with the execution and delivery of this First Amendment to Site Lease is in consideration of adding the 2022 Leased Property as Leased Property under the Site Lease and the Lease. The City hereby determines that the original amount received from the Trustee in connection with the execution and delivery of the Original Site Lease, together with the amount received from the Trustee in connection with the execution and delivery of this First Amendment to Site Lease, is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the Site Lease. Section 4. Purpose. The Trustee shall use the Leased Property solely for the purpose of leasing the Leased Property back to the City pursuant to the Lease and for such purposes as may be incidental thereto; provided, that upon the occurrence of an Event of Nonappropriation or ATTACHMENT 1 N.12.1 Packet Pg. 210 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 7 an Event of Lease Default and the termination of the Lease, the City shall vacate the Leased Property, as provided in the Lease, and the Trustee may exercise the remedies provided in this Site Lease, the Lease and the Indenture. Section 5. Owner in Fee. The City represents that it is the owner in fee of the Leased Property, subject only to Permitted Encumbrances as described in Exhibit B hereto. Section 6. Trustee’s Disclaimer. It is expressly understood and agreed that (a) this First Amendment to Site Lease is executed by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association solely in its capacity as Trustee under the Indenture, and (b) nothing herein shall be construed as creating any liability on U.S. Bank Trust Company, National Association other than in its capacity as Trustee under the Indenture. All financial obligations of the Trustee under the Site Lease, as amended by this First Amendment to Site Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. Section 7. Third Party Beneficiaries. It is expressly understood and agreed that the Owners of the outstanding Certificates are third party beneficiaries to the Site Lease and enforcement of the terms and conditions of the Site Lease, and all rights of action relating to such enforcement, shall be strictly reserved to the City, as lessor, and the Trustee, as lessee, and their respective successors and assigns, and to the Owners of the Certificates. Except as hereinafter provided, nothing contained in the Site Lease shall give or allow any such claim or right of action by any other or third person on the Site Lease. It is the express intention of the City and the Trustee that any person other than the City, the Trustee, or the Owners of the Certificates receiving services or benefits under this Site Lease shall be deemed to be an incidental beneficiary only. Section 8. Partial Invalidity. If any one or more of the terms, provisions, covenants, or conditions of the Site Lease, as amended by this First Amendment to Site Lease, shall to any extent be declared invalid, unenforceable, void, or voidable for any reason whatsoever by a court of competent jurisdiction, the finding or order or decree of which becomes final, none of the remaining terms, provisions, covenants, and conditions of the Site Lease, as amended by this First Amendment to Site Lease, shall be affected thereby, and each provision of the Site Lease shall be valid and enforceable to the fullest extent permitted by law. Section 9. No Merger. The City and the Trustee intend that the legal doctrine of merger shall have no application to the Site Lease and that neither the execution and delivery of the Lease by the Trustee and the City nor the exercise of any remedies under the Site Lease or the Lease shall operate to terminate or extinguish the Site Lease or the Lease, except as specifically provided herein and therein. Section 10. Recitals. The Recitals set forth in this First Amendment to Site Lease are hereby incorporated by this reference and made a part of the Site Lease. Section 11. Section Headings. All section headings contained herein are for convenience of reference only and are not intended to define or limit the scope of any provision of the Site Lease. ATTACHMENT 1 N.12.1 Packet Pg. 211 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 8 Section 12. Execution. This First Amendment to Site Lease may be executed in any number of counterparts, each of which shall be deemed to be an original but all together shall constitute but one and the same instrument. Section 13. Governing Law. The Site Lease shall be governed by and construed in accordance with the law of the State of Colorado without regard to choice of law analysis. Section 14. Electronic Storage and Execution. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Without limiting the foregoing, the parties agree that any individual or individuals who are authorized to execute or consent to this First Amendment to Site Lease on behalf of the City or the Trustee are hereby authorized to execute the same electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this First Amendment to Site Lease or any supplement or consent relating thereto shall carry the full legal force and effect of any original, handwritten signature. Section 15. No Waiver of Governmental Immunity. Notwithstanding any other provisions of the Site Lease to the contrary, no term or condition of the Site Lease shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, limitations to liability or other provisions of the Colorado Governmental Immunity Act, Section 24-10-101, et. seq., C.R.S., as now or hereafter amended, or under any other law. Section 16. Annual Appropriation. Consistent with Article X, §20 of the Colorado Constitution, any financial obligation of the City under the Site Lease shall be from year to year only, shall be subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt, or liability beyond the current fiscal year. To the extent that any of the City's obligations under the Site Lease are deemed to constitute a multiple fiscal-year financial obligation, the City’s performance will be conditioned upon annual appropriation by the City Council, in its sole discretion. Section 17. First Amendment to Site Lease. This First Amendment to Site Lease amends and supplements the Original Site Lease and is entered into in accordance with the provisions of the Original Site Lease and the Original Indenture. This First Amendment to Site Lease shall hereafter form a part of the Site Lease and all the terms and conditions contained herein shall be deemed to be part of the Site Lease for any and all purposes. Except as expressly amended by this First Amendment to Site Lease, the Original Site Lease shall remain as originally stated and is hereby ratified, approved and confirmed. [The remainder of this page intentionally left blank.] ATTACHMENT 1 N.12.1 Packet Pg. 212 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 9 IN WITNESS WHEREOF, the City and the Trustee have caused this First Amendment to Site Lease to Site Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF FORT COLLINS, COLORADO, as Lessor U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as Trustee under the Indenture, as Lessee By: By: Mayor Authorized Officer [SEAL] ATTEST: ____________________________________ City Clerk ATTACHMENT 1 N.12.1 Packet Pg. 213 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 10 STATE OF COLORADO ) ) CITY OF FORT COLLINS ) ss. ) COUNTY OF LARIMER ) The foregoing instrument was acknowledged before me this ___ day of ______, 2022, by Jeni Arndt, as Mayor of the City of Fort Collins, Colorado. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public ATTACHMENT 1 N.12.1 Packet Pg. 214 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) 11 STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this _____ day of ________, 2022, by Jennifer Petruno, as Vice President of U.S. Bank Trust Company, National Association, as Trustee. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public ATTACHMENT 1 N.12.1 Packet Pg. 215 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) A-1 EXHIBIT A DESCRIPTION OF THE LEASED PROPERTY: The Leased Property consists of the 2019 Leased Property and the 2022 Leased Property, as set forth below. The Leased Property includes the 2019 Site and the 2022 Site, and any buildings and improvements located thereon and as set forth below, as amended from time to time. 2019 LEASED PROPERTY 2019 Site. The 2019 Site consists of Parcels I and II: PARCEL I: (CIVIC CENTER) LOTS 1 AND 2, BLOCK 1, CIVIC CENTER OFFICE BUILDING, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO, TOGETHER WITH THE NORTH 50.0 FEET OF VACATED LAPORTE AVENUE PARCEL II (CIVIC CENTER PARKING GARAGE) TRACT A AND TRACT B, OF A FINAL PLAT OF A REPLAT OF LOTS 24-39, BLOCK 21, OF THE TOWN MAP OF THE TOWN OF FORT COLLINS, CITY OF FORT COLLINS, LARIMER COUNTY COLORADO, EXCEPT THAT PORTION PLATTED AS CIVIC CENTER VILLAGE CONDOMINIUMS, RECORDED JANUARY 30, 2008 AT RECEPTION NO. 20080006230. Description of buildings and improvements located on 2019 Site: The Civic Center Office building is a 71,515 square foot office building located on Parcel I. The Civic Center Parking Garage is a 305,572 square foot parking garage located on Parcel II. Approximately 15,629 net square feet of retail space in the parking garage, which fronts North Mason Street, is not included within Parcel II. The parking garage contains 905 parking spaces. 2022 LEASED PROPERTY 2022 Site: The 2022 Site consists of the following parcel[s]: [Parcel 1 All of Section 22, Township 6 North, Range 69 West of the 6th P.M., Larimer ATTACHMENT 1 N.12.1 Packet Pg. 216 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) A-2 County, Colorado, EXCEPT portion conveyed by Warranty Deed recorded February 25, 1971 in Book 1493 at Page 667; and further EXCEPT that portion conveyed in Quit Claim Deed recorded March 8, 1962 in Book 1166 at Page 256, and Deed of Dedication for public highway recorded August 22, 1990 under Reception No. 90037644, County of Larimer, State of Colorado. as known by street and number as: 22-6-69, Fort Collins, Colorado 80526] [Parcel 2 The North Half (Nl/2) of Section 27, Township 6 North, Range 69 West of the 6th P. M., County of Larimer, State of Colorado, EXCEPT those portions contained in Deeds recorded as Reception No. 90031185 and in Book 1493 at Page 667 also known by street and number as N/2 27-6-69, LOVELAND, COLORADO] ATTACHMENT 1 N.12.1 Packet Pg. 217 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) B-1 EXHIBIT B PERMITTED ENCUMBRANCES “Permitted Encumbrances” with respect to the Leased Property means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) this Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions, and exceptions which the City Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in the Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 of the Lease; (e) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2019 Leased Property was subject when leased to the Trustee pursuant to the Original Site Lease or that were recorded after the execution and delivery of the Original Site Lease, as permitted thereby, as shown below, and (f) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2022 Leased Property was subject when leased to the Trustee pursuant to the First Amendment to Site Lease, as shown below. Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall also include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site. The easements, covenants, restrictions, liens, and encumbrances which have been recorded against the Leased Property as of the date hereof, and that are Permitted Encumbrances under the Site Lease and the Lease, are as follows: 2019 LEASED PROPERTY EXCEPTIONS 1 - 2 AFFECT PARCEL I 1. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF CIVIC CENTER OFFICE BUILDING RECORDED JUNE 15, 2000 UNDER RECEPTION NO. 39920. 2. MATTERS AS SET FORTH ON SURVEY RECORDED MARCH 1, 2013 AT RECEPTION NO. 20130016329. EXCEPTIONS 3 - 5 AFFECT PARCEL II 3. TERMS, CONDITIONS AND PROVISIONS OF RECIPROCAL EASEMENT AND PARTY WALL AGREEMENT RECORDED OCTOBER 23, 1998 AT RECEPTION NO. 98092436 AND AMENDED JANUARY 11, 2001 AT RECEPTION NO. 2001002570. ATTACHMENT 1 N.12.1 Packet Pg. 218 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) B-2 4. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF PLAT OF A FINAL PLAT OF A REPLAT OF LOTS 24 THROUGH 39, BLOCK 21, OF THE MAP OF THE TOWN OF FORT COLLINS, COLORADO RECORDED MARCH 31, 1999 UNDER RECEPTION NO. 990027014. 5. TERMS, CONDITIONS, STIPULATIONS, OBLIGATIONS AND PROVISIONS OF PARKING STRUCTURE LICENSE AGREEMENT BETWEEN THE CITY OF FORT COLLINS, COLORADO AND COUNTY OF LARIMER, COLORADO, RECORDED AUGUST 24, 1998, UNDER RECEPTION NO. 98072521. EXCEPTION 6 AFFECTS PARCELS I & II 6. RIGHT OF THE PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM, SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES HEREBY GRANTED, AND A RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES, AS RESERVED IN UNITED STATES PATENT RECORDED MAY 29, 1888 IN BOOK 32 AT PAGE 465. 2022 LEASED PROPERTY (include exceptions) ATTACHMENT 1 N.12.1 Packet Pg. 219 Attachment: First Amendment to Site Lease (as filed) (11517 : COPS) Butler Snow Draft: 5.2.2022 AFTER RECORDATION PLEASE RETURN TO: Butler Snow LLP 1801 California Street, Suite 5100 Denver, Colorado 80202 Attention: Dalton Kelley FIRST AMENDMENT TO LEASE PURCHASE AGREEMENT DATED __________ __, 2022 BETWEEN U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE UNDER THE INDENTURE IDENTIFIED HEREIN, AS LESSOR AND CITY OF FORT COLLINS, COLORADO, AS LESSEE This First Amendment to Lease Purchase Agreement amends and supplements the Lease Purchase Agreement dated March 21, 2019 between U.S. Bank National Association, solely in its capacity as Trustee under the Indenture, as lessor, and the City of Fort Collins, Colorado, as lessee, and recorded in the real estate records of Larimer County, Colorado, on March 26, 2019, at Reception No. 20190014763. ATTACHMENT 2 N.12.2 Packet Pg. 220 Attachment: First Amendment to Lease (as filed) (11517 : COPS) This Table of Contents is not a part of this First Amendment to Lease and is only for convenience of reference. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND APPLICABILITY .................................................................. 4 Section 1.1 First Amendment Definitions. ............................................................................ 4 Section 1.2 First Amendment to Lease. ................................................................................. 6 ARTICLE 2 REPRESENTATIONS, COVENANTS AND WARRANTIES ............................... 7 Section 2.1 Representations, Covenants and Warranties of the City. .................................... 7 Section 2.2 Representations, Covenants and Warranties of the Trustee. ............................... 8 ARTICLE 3 SUPPLEMENTAL PROVISIONS ............................................................................ 8 Section 3.1 Certificates. ......................................................................................................... 8 Section 3.2 City Consent to First Supplemental Indenture and Acknowledgement of 2022 Certificates. ......................................................................................................... 9 ARTICLE 4 OTHER AMENDMENTS TO THE LEASE............................................................. 9 Section 4.1 Substitution of Leased Property. ......................................................................... 9 Section 4.2 Tax Covenants. ................................................................................................... 9 Section 4.3 Continuing Disclosure. ..................................................................................... 10 Section 4.4 Amendment to Exhibit A – Description of Leased Property. ........................... 10 Section 4.5 Amendment to Exhibit B – Permitted Encumbrances. ..................................... 11 Section 4.6 Amendment to Exhibit C – Base Rental Schedule. .......................................... 11 Section 4.7 Amendment to Exhibit E – Release and Amortization Schedule. .................... 11 Section 4.8 Addition of Exhibit F – Legal Description of Hughes Stadium Site ................ 11 ARTICLE 5 MISCELLANEOUS ................................................................................................ 12 Section 5.1 Execution in Counterparts................................................................................. 12 Section 5.2 Applicable Law. ................................................................................................ 12 Section 5.3 Recitals. ............................................................................................................. 12 Section 5.4 Captions. ........................................................................................................... 12 Section 5.5 Trustee’s Disclaimer. ........................................................................................ 12 Section 5.6 Electronic Transactions. .................................................................................... 12 EXHIBIT A REVISED DESCRIPTION OF LEASED PROPERTY EXHIBIT B: PERMITTED ENCUMBRANCES EXHIBIT C: RECALCULATED BASE RENTALS SCHEDULE EXHIBIT E: REVISED AMORTIZATION AND RELEASE SCHEDULE [EXHIBIT F: LEGAL DESCRIPTION OF HUGHES STADIUM SITE] ATTACHMENT 2 N.12.2 Packet Pg. 221 Attachment: First Amendment to Lease (as filed) (11517 : COPS) This FIRST AMENDMENT TO LEASE PURCHASE AGREEMENT, dated __________ __, 2022 (this “First Amendment to Lease”), is by and between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, Denver, Colorado, a national banking association duly organized and validly existing under the laws of the United States of America, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessor, and the City of Fort Collins, Colorado, a home rule city duly organized and validly existing under the Constitution and laws of the State of Colorado (the “City”), as lessee, and amends and supplements the Lease Purchase Agreement dated March 21, 2019 (the “Original Lease” and together with this First Amendment to Lease, the “Lease”) between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as Trustee under the Indenture, as lessor, and the City of Fort Collins, Colorado, as lessee, and recorded in the real estate records of Larimer County, Colorado, on March 26, 2019, at Reception No. 20190014763. PREFACE Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in the Original Lease. RECITALS 1. The City has been duly organized and is validly existing as a home rule municipality and municipal corporation under the Constitution of the State of Colorado and the home rule charter of the City (the “Charter”). 2. The City is authorized by Article XX, Section 6 of the Colorado Constitution, its Charter and part 8 of article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes. 3. The City Council of the City (the “City Council”) is authorized by Chapter 23, Article IV, Division 2 of the Fort Collins, Colorado, Municipal Code, to lease any and all interests in real property owned in the name of the City if the City Council first finds that the lease is in the best interest of the City. 4. The City and the Trustee previously entered into the Original Site Lease (as hereinafter defined) and the Original Lease to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado (collectively, the “2019 Project”). 5. The 2019 Leased Property under the Original Site Lease and the Original Lease consists of the 2019 Site owned in fee title by the City (which consists of two parcels) and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage. ATTACHMENT 2 N.12.2 Packet Pg. 222 Attachment: First Amendment to Lease (as filed) (11517 : COPS) 6. To finance the 2019 Project, the City leased the 2019 Leased Property to the Trustee pursuant to the Original Site Lease, and the Trustee leased back the 2019 Leased Property to the City pursuant to the Original Lease. 7. In connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered an Indenture of Trust, dated March 21, 2019 (the “Original Indenture”) pursuant to which there were executed and delivered certain certificates of participation (the “2019 Certificates”) dated as of their date of delivery that evidence certain proportionate interests in the right to receive certain Revenues under the Original Lease. 8. The net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project. 9. The City Council has determined that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”). 10. To provide for the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that it is in the best interest of the City and its inhabitants to enter into the First Amendment to Site Lease and the First Amendment to Lease. 11. To effectuate the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that [[one or two] parcel[s] of real property consisting of approximately [640 or 320] acres] owned by the City located in the Coyote Ridge Natural Area that is known as [the [or] one of the] McKee Strips that presently serve as open space (collectively, the “2022 Site”) and any buildings and improvements located thereon (as more particularly described in Exhibit A attached to this First Amendment to Site Lease, the “2022 Leased Property”) shall be added to the Leased Property under the Site Lease and the Lease. 12. Contemporaneously with the execution and delivery of the First Amendment to Site Lease and the First Amendment to Lease, the Trustee will execute and deliver a First Supplement to Indenture of Trust (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”) pursuant to which there will be executed and delivered certain Certificates of Participation, Series 2022 (the “2022 Certificates”) that will be Additional Certificates under the Indenture. 13. The Original Indenture provides that Additional Certificates may be executed and delivered without the consent of or notice to the Owners of the Outstanding Certificates to provide moneys to pay, among other things, the costs of acquiring, constructing, improving, ATTACHMENT 2 N.12.2 Packet Pg. 223 Attachment: First Amendment to Lease (as filed) (11517 : COPS) installing, and equipping any additional improvements or capital projects for the City, and costs reasonably related thereto. 14. The 2022 Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. 15. The net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will finance the acquisition, construction and installation of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and pay the costs of issuance in connection therewith 16. Payment by the City of Base Rentals and Additional Rentals hereunder in any future Fiscal Year is subject to specific Appropriations and the renewal by the City Council of this Lease for such future Fiscal Year. The Base Rentals and Additional Rentals payable by the City under the Lease (as amended by this First Amendment to Lease) shall constitute current expenditures of the City. 17. Neither the Lease nor the payment by the City of Base Rentals or Additional Rentals hereunder shall be deemed or construed as creating an indebtedness of the City within the meaning of any provision of the Colorado Constitution, the Charter, or the laws of the State of Colorado concerning or limiting the creation of indebtedness by the City, and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation of the City within the meaning of Article X, Section 20(4) of the Colorado Constitution or a mandatory charge or requirement against the City in any ensuing Fiscal Year beyond the then current Fiscal Year. The obligation of the City to pay Base Rentals and Additional Rentals hereunder shall be from year to year only, shall constitute currently budgeted expenditures of the City, shall not constitute a mandatory charge or requirement in any ensuing budget year, nor a mandatory payment obligation of the City in any ensuing Fiscal Year beyond any Fiscal Year during which the Lease shall be in effect. In the event that the Lease is not renewed, the sole security available to the Trustee, as lessor hereunder, shall be the Leased Property (including the 2022 Leased Property). 18. The Trustee is executing this First Amendment to Lease solely in its capacity as trustee under the Indenture, and subject to the terms, conditions and protections provided for in the Lease. 19. The Original Lease provides that it may only be amended, changed, modified, or altered as provided in the Original Indenture. 20. The Original Indenture provides that the City and the Trustee shall have the right to amend the Original Lease, without the consent of or notice to the owners of the Certificates to, ATTACHMENT 2 N.12.2 Packet Pg. 224 Attachment: First Amendment to Lease (as filed) (11517 : COPS) among other matters, make additions to the Leased Property, amend the schedule of Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Original Indenture. 21. The City and the Trustee desire to amend and supplement the Original Lease in accordance with the terms and provisions of this First Amendment to Lease in connection with the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and the execution and delivery of the 2022 Certificates as Additional Certificates under the Original Indenture. NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the Trustee and the City agree as follows: ARTICLE 1 DEFINITIONS AND APPLICABILITY Section 1.1 First Amendment Definitions. For all purposes of the Lease and this First Amendment to Lease, the following terms, except where the context requires otherwise, shall have the meanings set forth below. In the event that a contrary definition is set forth in the Original Lease, the definition set forth below shall amend and supersede the definition in the Original Lease. “2019 Certificates” means the Certificates of Participation, Series 2019, executed and delivered pursuant to the Original Indenture, the net proceeds of which financed the 2019 Project. “2019 Leased Property” means the 2019 Site and the premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Original Lease. “2019 Project” means, collectively, that portion of the costs of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado, that was financed with the net proceeds of the 2019 Certificates. “2019 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the Original Site Lease and subleased by the Trustee to the City under the Original Lease, the legal description of which is set forth in Exhibit A to the Original Lease. “2022 Certificates” means the Certificates of Participation, Series 2022, executed and delivered pursuant to the First Supplemental Indenture, the net proceeds of which will be used to finance [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “2022 Continuing Disclosure Certificate” means the Continuing Disclosure Certificate executed by the City which constitutes an undertaking pursuant to Rule 15c2-12 promulgated by ATTACHMENT 2 N.12.2 Packet Pg. 225 Attachment: First Amendment to Lease (as filed) (11517 : COPS) the Securities and Exchange Commission, and that will be executed and delivered in connection with the 2022 Certificates. “2022 Costs of Execution and Delivery Fund” means the 2022 Costs of Execution and Delivery Fund created in the First Supplemental Indenture. “2022 Leased Property” means the 2022 Site and any premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof. “2022 Project” means, collectively, a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council. “2022 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the First Amendment to Site Lease and subleased by the Trustee to the City under the First Amendment to Lease, the legal description of which is set forth in Exhibit A to the First Amendment to Site Lease and the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof. “2022 Tax Certificate” means the Tax Compliance Certificate entered into by the City with respect to the First Amendment to Lease and the execution and delivery of the 2022 Certificates. “Certificates” means, collectively, the 2019 Certificates, the 2022 Certificates and any Additional Certificates executed and delivered pursuant to the terms of the Indenture, if any. “First Amendment to Lease” means this First Amendment to Lease Purchase Agreement, dated ______ __, 2022, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “First Amendment to Site Lease” means the First Amendment to Site and Improvement Lease, dated _______ __, 2022, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “First Supplemental Indenture” means the First Supplement to Indenture of Trust dated as of _______ __, 2022, executed by the Trustee. “Golf Course Improvements” means the acquisition and installation of certain irrigation improvements for Southridge Golf Course [which will be financed with the net proceeds of the 2022 Certificates]. ATTACHMENT 2 N.12.2 Packet Pg. 226 Attachment: First Amendment to Lease (as filed) (11517 : COPS) “Hughes Stadium Acquisition” means the acquisition of the real property on which the Hughes Stadium previously existed [which will be financed with the net proceeds of the 2022 Certificates]. [“Hughes Stadium Site” means the real property being acquired by the City as part of the 2022 Project, which previously served as the site for the Hughes Stadium, the legal description of which is set forth in Exhibit F attached hereto and by this reference made a part hereof.] “Indenture” means the Original Indenture, as amended and supplemented by the First Supplemental Indenture. “Lease” means the Original Lease, as amended by the First Amendment to Lease. “Leased Property” means, collectively, the 2019 Leased Property and the 2022 Leased Property, as more particularly described in Exhibit A to the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof, and any New Facility. “Maintenance Facility” means construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City [which will be financed with the net proceeds of the 2022 Certificates]. “Original Indenture” means the Indenture of Trust dated March 21, 2019, executed by the Trustee. “Original Lease” means the Lease Purchase Agreement, dated March 21, 2019, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “Original Site Lease” means the Site and Improvement Lease, dated March 21, 2019, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “Permitted Encumbrances” with respect to the Leased Property means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) the Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions, and exceptions which the City Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in the Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 of the Lease; (e) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2019 Leased Property was subject when leased to the Trustee pursuant to the Original Site Lease or that were recorded after the execution and delivery of the Original Site Lease, as permitted thereby, as shown on Exhibit B attached hereto and by this reference made a part hereof, and (f) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2022 Leased Property was subject when leased to the Trustee pursuant to the First Amendment to Site Lease, as shown on ATTACHMENT 2 N.12.2 Packet Pg. 227 Attachment: First Amendment to Lease (as filed) (11517 : COPS) Exhibit B attached hereto and by this reference made a part hereof. [Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall also include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site.] “Project” means, collectively, the 2019 Project and [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “Site” means, collectively, the 2019 Site and the 2022 Site. “Site Lease” means the Original Site Lease, as amended by the First Amendment to Site Lease. “Trustee” means U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, acting in the capacity of trustee pursuant to the Indenture, and any successor thereto appointed under the Indenture. Section 1.2 First Amendment to Lease. This First Amendment to Lease amends and supplements the Original Lease, and is entered into in accordance with the provisions of the Original Lease and the Indenture. This First Amendment to Lease shall hereafter form a part of the Lease and all the terms and conditions contained herein shall be deemed to be part of the Lease for any and all purposes. Except as expressly amended by this First Amendment to Lease, the Original Lease shall remain as originally stated and is hereby ratified, approved and confirmed. ARTICLE 2 REPRESENTATIONS, COVENANTS AND WARRANTIES Section 2.1 Representations, Covenants and Warranties of the City. The City represents and covenants to the Trustee and the Certificate Owners, to the extent allowed by law and subject to renewal of the Lease and Appropriation as set forth in Article 6 of the Original Lease, as follows: (a) As of the date hereof, the Lease Term remains in effect. (b) No Event of Nonappropriation or Event of Lease Default has occurred and is continuing under the Lease. (c) Each of the City’s representations, covenants and warranties set forth in Section 2.1 of the Original Lease remains true and correct as of the date hereof. (d) The City is authorized to enter into the transactions contemplated by the Site Lease and Lease, including this First Amendment to Lease, and to carry out its obligations under the Site Lease and Lease. The City has duly authorized and approved ATTACHMENT 2 N.12.2 Packet Pg. 228 Attachment: First Amendment to Lease (as filed) (11517 : COPS) the execution and delivery of the First Amendment to Site Lease and this First Amendment to Lease. (e) The City covenants that the proceeds of the 2022 Certificates will be used to finance the acquisition, construction and installation of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and to pay the costs of execution and delivery of the 2022 Certificates. (f) The financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], under the terms and conditions provided for in the Site Lease and in the Lease, as amended by this First Amendment to Lease, is necessary, convenient and in furtherance of the City’s governmental or proprietary purposes, and is in the best interests of the City and its inhabitants. (g) Neither the execution and delivery of the First Amendment to Site Lease or this First Amendment to Lease, nor the fulfillment of or compliance with the terms and conditions of the Site Lease or the Lease, nor the consummation of the transactions contemplated hereby or thereby, conflicts with or results in a breach of the terms, conditions, or provisions of any restriction or any agreement or instrument to which the City is now a party or by which the City or its property is bound, or violates any statute, regulation, rule, order of any court having jurisdiction, judgment, or administrative order applicable to the City, or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien or encumbrance whatsoever upon any of the property or assets of the City, except for Permitted Encumbrances. (h) There is no litigation or proceeding pending against the City affecting the right of the City to execute the First Amendment to Site Lease or this First Amendment to Lease, or the ability of the City to acquire, construct or install [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], or the ability of the City to make the payments required under the Lease, as amended hereby, or to otherwise comply with the obligations contained in the Site Lease or the Lease, as amended hereby, or which, if adversely determined, would, in the aggregate or in any case, materially adversely affect the property, assets, financial condition or business of the City or materially impair the right or ability of the City to carry on its operations substantially as now conducted or anticipated to be conducted in the future. (i) The City covenants and agrees to comply with any applicable covenants and requirements of the City set forth in the 2022 Tax Certificate. Section 2.2 Representations, Covenants and Warranties of the Trustee. The Trustee represents, covenants and warrants for the benefit of the City and the Certificate Owners, as follows: (a) No Event of Nonappropriation or Event of Lease Default has occurred and is continuing under the Lease. ATTACHMENT 2 N.12.2 Packet Pg. 229 Attachment: First Amendment to Lease (as filed) (11517 : COPS) (b) No Event of Indenture Default has occurred and is continuing under the Indenture. (c) Each of the Trustee’s representations, covenants and warranties set forth in Section 2.2 of the Original Lease remains true and correct as of the date hereof. (d) The Trustee has duly authorized the execution and delivery of the First Amendment to Site Lease, this First Amendment to Lease and the First Supplemental Indenture. (e) Neither the execution and delivery of the Lease, the Site Lease or the Indenture by the Trustee, nor the fulfillment of or compliance with the terms and conditions thereof and hereof, nor the consummation of the transactions contemplated thereby or hereby conflicts with or results in a breach of the terms, conditions, and provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitutes a default under any of the foregoing. (f) To the Trustee’s knowledge, there is no litigation or proceeding pending against the Trustee affecting the right of the Trustee to execute the Lease, the Site Lease, or the Indenture, and perform its respective obligations thereunder. ARTICLE 3 SUPPLEMENTAL PROVISIONS Section 3.1 Certificates. For purposes of the Lease and the Indenture, the term “Certificates” shall mean and include: (a) the 2022 Certificates being executed and delivered pursuant to the First Supplemental Indenture, (b) the Outstanding 2019 Certificates, and (c) any other Additional Certificates hereafter executed and delivered in accordance with the terms and provisions of the Indenture. Section 3.2 City Consent to First Supplemental Indenture and Acknowledgement of 2022 Certificates. The City consents to the provisions of the First Supplemental Indenture. The City acknowledges and consents to the execution, sale and delivery of the 2022 Certificates pursuant to the First Supplemental Indenture and acknowledges and approves the form of the 2022 Certificates contained in the First Supplemental Indenture. ARTICLE 4 OTHER AMENDMENTS TO THE LEASE Section 4.1 [Substitution of Leased Property. “Notwithstanding the foregoing or any other provisions to the contrary in this Lease, the Site Lease or the Indenture, after the acquisition of fee simple title of the Hughes Stadium Site by the City, the City shall have the right to substitute the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease upon receipt by the Trustee of a written request of the City Representative requesting such substitution. Upon a determination by the City to substitute the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, the City and the Trustee shall execute all ATTACHMENT 2 N.12.2 Packet Pg. 230 Attachment: First Amendment to Lease (as filed) (11517 : COPS) documents and take all actions necessary to substitute the Hughes Stadium Site for the 2022 Site under the Site Lease and this Lease and shall release the then- existing 2022 Site from the provisions of the Site Lease and this Lease. In connection with the substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and this Lease pursuant to this paragraph, the City shall not be required to comply with Sections 11.4(a) and 11.4(b) of the preceding paragraph, but shall be required to provide the Trustee with a Leasehold Owner’s title insurance policy, or an endorsement to the existing policy, insuring the Trustee’s leasehold estate under the Site Lease (including the Hughes Stadium Site), subject only to Permitted Encumbrances, with such policy or endorsement to be in an amount not less than the aggregate principal amount of the then outstanding Certificates (as of the date of such substitution) or such lesser amount as shall be the maximum insurable value of the Leased Property. Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site.] Section 4.2 Tax Covenants.Section 11.5 of the Lease is hereby amended by adding the following paragraphs at the end thereof: “The City covenants for the benefit of the Owners of the 2022 Certificates that it will not take any action or omit to take any action with respect to the 2022 Certificates, the proceeds thereof, any other funds of the City, or any facilities financed with the proceeds of the 2022 Certificates (except for the possible exercise of the City’s right to terminate the Lease as provided herein) if such action or omission (i) would cause the interest on the 2022 Certificates to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, or (ii) would cause interest on the 2022 Certificates to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause interest on the 2022 Certificates to lose its exclusion from Colorado taxable income or to lose its exclusion from Colorado alternative minimum taxable income under present Colorado law. Subject to the City’s right to terminate the Lease as provided herein, the foregoing covenant shall remain in full force and effect, notwithstanding the payment in full or defeasance of the 2022 Certificates, until the date on which all obligations of the City in fulfilling the above covenant under the Tax Code and Colorado law have been met. In addition, the City covenants that its direction of investments pursuant to Article 5 of the Indenture shall also be in compliance with the procedures established by the 2022 Tax Certificate to the extent required to comply with its covenants contained in the foregoing provisions of this Section. The City hereby ATTACHMENT 2 N.12.2 Packet Pg. 231 Attachment: First Amendment to Lease (as filed) (11517 : COPS) agrees that, to the extent necessary, it will, during the Lease Term, pay to the Trustee such sums as are required for the Trustee to pay the amounts due and owing to the United States Treasury as rebate payments. Any such payment shall be accompanied by directions to the Trustee to pay such amounts to the United States Treasury. Any payment of City moneys pursuant to the foregoing sentence shall be Additional Rentals for all purposes of this Lease. The City is to execute the 2022 Tax Certificate in connection with the execution and delivery of the First Amendment to Lease, which 2022 Tax Certificate shall provide further details in respect of the City’s tax covenants herein.” Section 4.3 Continuing Disclosure. Section 11.6 of the Lease is hereby amended by adding the following paragraph at the end thereof: “The City covenants for the benefit of the Owners of the 2022 Certificates to comply with the terms of the 2022 Continuing Disclosure Certificate, provided that a failure of the City to do so shall not constitute an Event of Lease Default. The Trustee shall have no power or duty to enforce this Section. Unless otherwise required by law, no Certificate Owner shall be entitled to damages for the City’s non-compliance with its obligations under this Section.” Section 4.4 Amendment to Exhibit A – Description of Leased Property. The legal description of the Site and the Leased Property is hereby amended and restated in its entirety as set forth in Exhibit A attached hereto and by this reference made a part hereof. All references to Exhibit A in the Lease shall refer to the revised legal description set forth in Exhibit A attached hereto. Section 4.5 Amendment to Exhibit B – Permitted Encumbrances. Exhibit B to the Lease – Permitted Encumbrances - shall be amended and replaced in its entirety by Exhibit B to this First Amendment to Lease. All references to Exhibit B in the Lease shall refer to the revised Permitted Encumbrances set forth in Exhibit B attached hereto and by this reference made a part hereof. Section 4.6 Amendment to Exhibit C – Base Rental Schedule. In accordance with Section 6.2 of the Lease, the Base Rentals have been recalculated in connection with the execution and delivery of the 2022 Certificates as Additional Certificates under the Indenture, as set forth in Exhibit C to this First Amendment to Lease attached hereto and by this reference made a part hereof. Concurrently with the execution and delivery of this First Amendment to Lease, such Exhibit C hereto shall replace Exhibit C to the Original Lease and all references to Exhibit C in the Lease shall refer to the revised schedule of Base Rentals set forth in Exhibit C to this First Amendment to Lease. The City has determined and hereby determines that the recalculated Base Rentals under the Lease represent the fair value of the use of the Leased Property and that the Purchase Option Price for the Leased Property will represent the fair purchase price of the Trustee’s leasehold interest in the Leased Property at the time of the exercise of the option. The City has determined ATTACHMENT 2 N.12.2 Packet Pg. 232 Attachment: First Amendment to Lease (as filed) (11517 : COPS) and hereby determines that the recalculated Base Rentals do not exceed a reasonable amount so as to place the City under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property hereunder. In making such determinations, the City has given consideration to the estimated current value of the Leased Property, the estimated value of the Leased Property, the uses and purposes for which the Leased Property will be employed by the City, the benefit to the citizens and inhabitants of the City by reason of the use and occupancy of the Leased Property pursuant to the terms and provisions of the Lease, the City’s option to purchase the Trustee’s leasehold interest in the Leased Property and the expected eventual vesting of unencumbered title to the Leased Property in the City. The City hereby determines and declares that the period during which the City has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum Lease Term for the Leased Property) does not exceed the weighted average useful life of the Leased Property. Section 4.7 Amendment to Exhibit E – Release and Amortization Schedule. Exhibit E to the Lease – Release and Amortization Schedule - shall be amended and replaced in its entirety by Exhibit E to this First Amendment to Lease. All references to Exhibit E in the Lease shall refer to the revised Release and Amortization Schedule set forth in Exhibit E attached hereto and by this reference made a part hereof. Section 4.8 [Addition of Exhibit F – Legal Description of Hughes Stadium Site The Lease is hereby amended by adding Exhibit F – Legal Description of Hughes Stadium Site – to the Lease. All references to Exhibit F in the Lease shall refer to Exhibit F attached hereto and by this reference made a part hereof.] ARTICLE 5 MISCELLANEOUS Section 5.1 Execution in Counterparts. This First Amendment to Lease may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 5.2 Applicable Law. This First Amendment to Lease shall be governed by and construed in accordance with the law of the State of Colorado without regard to choice of law analysis. Section 5.3 Recitals. The Recitals set forth in this First Amendment to Lease are hereby incorporated by this reference and made a part of the Lease. Section 5.4 Captions. The captions or headings herein are for convenience only and in no way define, limit, or describe the scope or intent of any provisions or sections of this First Amendment to Lease. Section 5.5 Trustee’s Disclaimer. It is expressly understood and agreed that (a) the First Amendment is executed by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association solely in its capacity as Trustee under the Indenture, and (b) nothing herein shall be construed as creating any liability on U.S. Bank Trust Company, National Association other than in its capacity as Trustee under the Indenture. All ATTACHMENT 2 N.12.2 Packet Pg. 233 Attachment: First Amendment to Lease (as filed) (11517 : COPS) financial obligations of the Trustee under the Lease, except those resulting from its willful misconduct or negligence, are limited to the Trust Estate. Section 5.6 Electronic Transactions. The parties agree that in the event that any individual or individuals who are authorized to execute this First Amendment to Lease on behalf of the City or the Trustee are not able to be physically present to manually sign this First Amendment to Lease, that such individual or individuals are hereby authorized to execute this First Amendment to Lease electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this First Amendment to Lease shall carry the full legal force and effect of any original, handwritten signature. The parties hereto agree that the transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files, and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action, or suit in the appropriate court of law. [The remainder of this page intentionally left blank.] ATTACHMENT 2 N.12.2 Packet Pg. 234 Attachment: First Amendment to Lease (as filed) (11517 : COPS) IN WITNESS WHEREOF, the parties have executed this First Amendment to Lease Purchase Agreement as of the day and year first above written. CITY OF FORT COLLINS, COLORADO, as Lessee U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity of Trustee under the Indenture, as Lessor By: ________________________________ By: ________________________________ Mayor Title: [CITY SEAL] Attest: By:_____________________________ City Clerk APPROVED AS TO FORM: __________________________ City Attorney ATTACHMENT 2 N.12.2 Packet Pg. 235 Attachment: First Amendment to Lease (as filed) (11517 : COPS) STATE OF COLORADO ) ) ss. CITY OF FORT COLLINS ) ) COUNTY OF LARIMER ) The foregoing instrument was acknowledged before me this ____ day of ______, 2022, by Jeni Arndt, as Mayor of the City of Fort Collins, Colorado. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public ATTACHMENT 2 N.12.2 Packet Pg. 236 Attachment: First Amendment to Lease (as filed) (11517 : COPS) STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ___ day of ________, 2022, by _______________, as Vice President of U.S. Bank Trust Company, National Association, as Trustee. WITNESS my hand and official seal. (SEAL) ____________________________________ Notary Public ATTACHMENT 2 N.12.2 Packet Pg. 237 Attachment: First Amendment to Lease (as filed) (11517 : COPS) EXHIBIT A DESCRIPTION OF LEASED PROPERTY The Leased Property consists of the 2019 Leased Property and the 2022 Leased Property, as set forth below. The Leased Property includes the 2019 Site and the buildings and improvements located thereon, and the 2022 Site and any buildings or improvements located thereon, as set forth below, as amended from time to time. 2019 LEASED PROPERTY 2019 Site. The 2019 Site consists of Parcels I and II: PARCEL I: (CIVIC CENTER) LOTS 1 AND 2, BLOCK 1, CIVIC CENTER OFFICE BUILDING, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO, TOGETHER WITH THE NORTH 50.0 FEET OF VACATED LAPORTE AVENUE PARCEL II (CIVIC CENTER PARKING GARAGE) TRACT A AND TRACT B, OF A FINAL PLAT OF A REPLAT OF LOTS 24-39, BLOCK 21, OF THE TOWN MAP OF THE TOWN OF FORT COLLINS, CITY OF FORT COLLINS, LARIMER COUNTY COLORADO, EXCEPT THAT PORTION PLATTED AS CIVIC CENTER VILLAGE CONDOMINIUMS, RECORDED JANUARY 30, 2008 AT RECEPTION NO. 20080006230. Description of buildings and improvements located on 2019 Site: The Civic Center Office building is a 71,515 square foot office building located on Parcel I. The Civic Center Parking Garage is a 305,572 square foot parking garage located on Parcel II. Approximately 15,629 net square feet of retail space in the parking garage, which fronts North Mason Street, is not included within Parcel II. The parking garage contains 905 parking spaces. 2022 LEASED PROPERTY 2022 Site: The 2022 Site consists of the following parcel[s]: [Parcel 1 ATTACHMENT 2 N.12.2 Packet Pg. 238 Attachment: First Amendment to Lease (as filed) (11517 : COPS) All of Section 22, Township 6 North, Range 69 West of the 6th P.M., Larimer County, Colorado, EXCEPT portion conveyed by Warranty Deed recorded February 25, 1971 in Book 1493 at Page 667; and further EXCEPT that portion conveyed in Quit Claim Deed recorded March 8, 1962 in Book 1166 at Page 256, and Deed of Dedication for public highway recorded August 22, 1990 under Reception No. 90037644, County of Larimer, State of Colorado. as known by street and number as: 22-6-69, Fort Collins, Colorado 80526] [Parcel 2 The North Half (Nl/2) of Section 27, Township 6 North, Range 69 West of the 6th P. M., County of Larimer, State of Colorado, EXCEPT those portions contained in Deeds recorded as Reception No. 90031185 and in Book 1493 at Page 667 also known by street and number as N/2 27-6-69, LOVELAND, COLORADO] ATTACHMENT 2 N.12.2 Packet Pg. 239 Attachment: First Amendment to Lease (as filed) (11517 : COPS) EXHIBIT B PERMITTED ENCUMBRANCES “Permitted Encumbrances” means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) the Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions, and exceptions which the City Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in the Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 of the Lease; (e) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2019 Leased Property was subject when leased to the Trustee pursuant to the Original Site Lease or that were recorded after the execution and delivery of the Original Site Lease, as permitted thereby, as shown below, and (f) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2022 Leased Property was subject when leased to the Trustee pursuant to the First Amendment to Site Lease, as shown below. [Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall also include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site.] The easements, covenants, restrictions, liens, and encumbrances which have been recorded against the Leased Property as of the date hereof, and that are Permitted Encumbrances under the Site Lease and the Lease, are as follows: 2019 LEASED PROPERTY EXCEPTIONS 1 - 2 AFFECT PARCEL I 1. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF CIVIC CENTER OFFICE BUILDING RECORDED JUNE 15, 2000 UNDER RECEPTION NO. 39920. 2. MATTERS AS SET FORTH ON SURVEY RECORDED MARCH 1, 2013 AT RECEPTION NO. 20130016329. EXCEPTIONS 3 - 5 AFFECT PARCEL II 3. TERMS, CONDITIONS AND PROVISIONS OF RECIPROCAL EASEMENT AND PARTY WALL AGREEMENT RECORDED OCTOBER 23, 1998 AT RECEPTION NO. 98092436 AND AMENDED JANUARY 11, 2001 AT RECEPTION NO. 2001002570. ATTACHMENT 2 N.12.2 Packet Pg. 240 Attachment: First Amendment to Lease (as filed) (11517 : COPS) 4. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF PLAT OF A FINAL PLAT OF A REPLAT OF LOTS 24 THROUGH 39, BLOCK 21, OF THE MAP OF THE TOWN OF FORT COLLINS, COLORADO RECORDED MARCH 31, 1999 UNDER RECEPTION NO. 990027014. 5. TERMS, CONDITIONS, STIPULATIONS, OBLIGATIONS AND PROVISIONS OF PARKING STRUCTURE LICENSE AGREEMENT BETWEEN THE CITY OF FORT COLLINS, COLORADO AND COUNTY OF LARIMER, COLORADO, RECORDED AUGUST 24, 1998, UNDER RECEPTION NO. 98072521. EXCEPTION 6 AFFECTS PARCELS I & II 6. RIGHT OF THE PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM, SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE PREMISES HEREBY GRANTED, AND A RIGHT OF WAY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES, AS RESERVED IN UNITED STATES PATENT RECORDED MAY 29, 1888 IN BOOK 32 AT PAGE 465. 2022 LEASED PROPERTY (include exceptions) ATTACHMENT 2 N.12.2 Packet Pg. 241 Attachment: First Amendment to Lease (as filed) (11517 : COPS) EXHIBIT C RECALCULATED BASE RENTALS SCHEDULE Base Rental payments are due on May 15 and November 15 of each year during the Lease Term. The Base Rentals have been calculated on the basis of a 360-day year of twelve 30- day months and any recalculation of Base Rentals under Section 6.2(a) hereof shall be done on the same basis. If Base Rentals are stated to be due on any date that is not a Business Day, such Base Rentals shall be due on the next day that is a Business Day without the accrual of interest on Base Rentals between such dates. Date Base Rentals Principal Component 2019 Certificates Base Rentals Interest Component 2019 Certificates Base Rentals Principal Component 2022 Certificates Base Rentals Interest Component 2022 Certificates Total Base Rentals TOTALs ATTACHMENT 2 N.12.2 Packet Pg. 242 Attachment: First Amendment to Lease (as filed) (11517 : COPS) Statement Regarding the Leased Property The duration of the Lease, throughout the maximum Lease Term, does not exceed the weighted average useful life of the Leased Property. ATTACHMENT 2 N.12.2 Packet Pg. 243 Attachment: First Amendment to Lease (as filed) (11517 : COPS) EXHIBIT E REVISED RELEASE AND AMORTIZATION SCHEDULE TOTAL AMOUNTS OF BASE RENTALS PRINCIPAL PAYMENTS AND OPTIONAL PRIOR REDEMPTIONS WHICH MUST BE MADE OR OF 2019 AND 2022 CERTIFICATES WHICH MUST BE PAID OR DEFEASED, TO RELEASE(1) PORTION OF THE LEASED PROPERTY TO BE RELEASED $ ______________ 2022 Site $_____________ 2019 Site - Parcel II (Civic Center Parking Garage) Payment or Defeasance of All Outstanding 2019 Certificates and 2022 Certificates 2019 Site - Parcel I (Civic Center) ________________ (1) Pursuant to Section 12.4 of the Lease, when the principal component of Base Rentals paid by the City, plus the principal amount of Certificates redeemed through optional redemption, or the total principal amount of Certificates paid or deemed to be paid, totals the amount set forth in this column, the corresponding portion of the Leased Property will be deemed amortized and shall be released from the lien of the Site Lease, the Lease and the Indenture, provided, however, that the fair value of the remaining Leased Property shall be at least equal to 100% of the aggregate principal amount of the Certificates Outstanding at the time of such release, as certified in writing by the City Representative. ATTACHMENT 2 N.12.2 Packet Pg. 244 Attachment: First Amendment to Lease (as filed) (11517 : COPS) [EXHIBIT F Legal Description of Hughes Stadium Site (to be provided)] ATTACHMENT 2 N.12.2 Packet Pg. 245 Attachment: First Amendment to Lease (as filed) (11517 : COPS) CITY OF FORT COLLINS, COLORADO CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the City of Fort Collins, Colorado (the “Issuer”) in connection with the authorization, execution, and delivery of the First Amendment to Lease Purchase Agreement, dated as of [CLOSING DATE] (the “First Amendment to Lease”), which amends the Lease Purchase Agreement, dated as of March 21, 2019, between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as trustee under the Indenture described herein (the “Trustee”), as lessor, and the Issuer, as lessee, and the execution and delivery of the Certificates of Participation, Series 2022, in the aggregate principal amount of $[PAR] (the “Certificates”). The Certificates are being issued pursuant to the First Supplement to Indenture of Trust, dated as of [CLOSING DATE], which supplements and amends the Indenture of Trust, dated as of March 21, 2019, (collectively, the “Indenture”) executed by the Trustee. The Issuer covenants and agrees as follows: SECTION 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the holders and beneficial owners of the Certificates and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “SEC”). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” shall mean any Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. “Fiscal Year” shall mean the period beginning on January 1 and ending on December 31, or such other 12-month period as may be adopted by the Issuer in accordance with law. “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board. As of the date hereof, the MSRB’s required method of filing is electronically via its Electronic Municipal Market Access (EMMA) system, which is currently available at http://emma.msrb.org. “Official Statement” means the final Official Statement prepared in connection with the Certificates. “Participating Underwriter” shall mean the original underwriter of the Certificates required to comply with the Rule in connection with an offering of the Certificates. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as in effect on the date of this Disclosure Certificate. ATTACHMENT 3 N.12.3 Packet Pg. 246 Attachment: Continuing Disclosure Certificate (as filed) (11517 : COPS) 2 SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than nine (9) months following the end of the Issuer’s Fiscal Year, commencing nine (9) months following the end of the Issuer’s Fiscal Year ending December 31, 2022, provide to the MSRB (in an electronic format as prescribed by the MSRB), an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than five (5) business days prior to said date, the Issuer shall provide the Annual Report to the Dissemination Agent, if any. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report. (b) If the Issuer is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Issuer shall, in a timely manner, file or cause to be filed with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit “A.” SECTION 4. Content of Annual Reports. The Issuer’s Annual Report shall contain or incorporate by reference the following: (a) A copy of its annual financial statements, if any, prepared in accordance with generally accepted accounting principles audited by a firm of certified public accountants. If audited annual financial statements are not available by the time specified in Section 3(a) above, audited financial statements will be provided when and if available. (b) An update of the type of information identified in Exhibit “B” hereto, which is contained in the tables in the Official Statement with respect to the Certificates. Any or all of the items listed above may be incorporated by reference from other documents (including official statements), which are available to the public on the MSRB’s Internet Web Site or filed with the SEC. The Issuer shall clearly identify each such document incorporated by reference. SECTION 5. Reporting of Listed Events. The Issuer shall file or cause to be filed with the MSRB, in a timely manner not in excess of ten (10) business days after the occurrence of the event, notice of any of the events listed below with respect to the Certificates. All of the events currently mandated by the Rule are listed below; however, some may not apply to the Certificates: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- ATTACHMENT 3 N.12.3 Packet Pg. 247 Attachment: Continuing Disclosure Certificate (as filed) (11517 : COPS) 3 TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of bondholders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person;1 (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a financial obligation 2 of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material; and 1 For the purposes of the event identified in subparagraph (b)(5)(i)(C)(12) of the Rule, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and official or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 2 For purposes of the events identified in subparagraphs (b)(5)(i)(C)(15) and (16) of the Rule, the term “financial obligation” is defined to mean a (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) a guarantee of (A) or (B). The term “financial obligation” shall not include municipal securities as to which a final official statement has been otherwise provided to the MSRB consistent with the Rule. In complying with Listed Events (15) and (16), the Issuer intends to apply the guidance provided by the Rule or other applicable federal securities law, SEC Release No. 34-83885 (August 20, 2018) and any future guidance provided by the SEC or its staff. ATTACHMENT 3 N.12.3 Packet Pg. 248 Attachment: Continuing Disclosure Certificate (as filed) (11517 : COPS) 4 (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation2 of the obligated person, any of which reflect financial difficulties. SECTION 6. Format; Identifying Information. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be in the format prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. As of the date of this Disclosure Certificate, all documents submitted to the MSRB must be in portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. In addition, such PDF files must be word- searchable, provided that diagrams, images and other non-textual elements are not required to be word-searchable. SECTION 7. Termination of Reporting Obligation. The Issuer’s obligations under this Disclosure Certificate shall terminate upon the earliest of: (i) the date of legal defeasance, prior redemption or payment in full of all of the Certificates; (ii) the date that the Issuer shall no longer constitute an “obligated person” within the meaning of the Rule; or (iii) the date on which those portions of the Rule which require this written undertaking are held to be invalid by a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do not apply to the Certificates. SECTION 8. Dissemination Agent. (a) The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist the Issuer in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Issuer elects not to appoint a successor Dissemination Agent, it shall perform the duties thereof under this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate and any other agreement between the Issuer and the Dissemination Agent. (b) In addition to the filing duties on behalf of the Issuer described in this Disclosure Certificate, the Dissemination Agent shall: (1) each year, prior to the date for providing the Annual Report, determine the appropriate electronic format prescribed by the MSRB; (2) send written notice to the Issuer at least 45 days prior to the date the Annual Report is due stating that the Annual Report is due as provided in Section 3(a) hereof; and (3) certify in writing to the Issuer that the Annual Report has been provided pursuant to this Disclosure Certificate and the date it was provided. (4) If the Annual Report (or any portion thereof) is not provided to the MSRB by the date required in Section (3)(a), the Dissemination Agent shall file with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit A. ATTACHMENT 3 N.12.3 Packet Pg. 249 Attachment: Continuing Disclosure Certificate (as filed) (11517 : COPS) 5 SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Issuer may amend this Disclosure Certificate and may waive any provision of this Disclosure Certificate, without the consent of the holders and beneficial owners of the Certificates, if such amendment or waiver does not, in and of itself, cause the undertakings herein (or action of any Participating Underwriter in reliance on the undertakings herein) to violate the Rule, but taking into account any subsequent change in or official interpretation of the Rule. The Issuer will provide notice of such amendment or waiver to the MSRB. SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the Certificates may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Issuer to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Certificates, and shall create no rights in any other person or entity. DATE: [CLOSING DATE]. CITY OF FORT COLLINS, COLORADO By: Mayor ATTACHMENT 3 N.12.3 Packet Pg. 250 Attachment: Continuing Disclosure Certificate (as filed) (11517 : COPS) A-1 EXHIBIT “A” NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Fort Collins, Colorado Name of Bond Issue: Certificates of Participation, Series 2022 Date of Issuance: [CLOSING DATE] CUSIP Number: _________ NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Certificates as required by the Continuing Disclosure Certificate dated [CLOSING DATE]. The Issuer anticipates that the Annual Report will be filed by ______________________. Dated: ______________, _____ CITY OF FORT COLLINS, COLORADO ATTACHMENT 3 N.12.3 Packet Pg. 251 Attachment: Continuing Disclosure Certificate (as filed) (11517 : COPS) B-1 63972603.v2 EXHIBIT “B” OFFICIAL STATEMENT TABLES TO BE UPDATED [To be discussed.] ATTACHMENT 3 N.12.3 Packet Pg. 252 Attachment: Continuing Disclosure Certificate (as filed) (11517 : COPS) Butler Snow Draft: 5.2.2022 FIRST SUPPLEMENT TO INDENTURE OF TRUST DATED _________ __, 2022 BY U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION AS SUCCESSOR IN INTEREST TO U.S. BANK NATIONAL ASSOCIATION, As Trustee This First Supplement to Indenture of Trust amends and supplements the Indenture of Trust dated March 21, 2019 executed by U.S. Bank National Association, as Trustee. ATTACHMENT 4 N.12.4 Packet Pg. 253 Attachment: First Supplemental Indenture (11517 : COPS) i This Table of Contents is not a part of this First Supplement to Indenture and is only for convenience of reference TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS ......................................................................................................... 5 Section 1.01 First Supplemental Indenture Definitions. ...................................................... 5 Section 1.02 First Supplemental Indenture. ......................................................................... 8 Section 1.03 Applicability of the Indenture. ........................................................................ 8 ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND DELIVERY OF 2022 CERTIFICATES ............................................................................................................................. 8 Section 2.01 Authorization. ................................................................................................. 8 Section 2.02 Form, Denominations, Maturities and Other Terms of the 2022 Certificates. 9 Section 2.03 Delivery of 2022 Certificates. ....................................................................... 10 ARTICLE 3 REVENUES AND FUNDS .................................................................................... 11 Section 3.01 Disposition of Proceeds of 2022 Certificates................................................ 11 Section 3.02 Concerning the Rebate Fund. ........................................................................ 11 Section 3.03 2022 Costs of Execution and Delivery Fund. ............................................... 11 Section 3.04 Repayment to the City from the Trustee. ...................................................... 12 ARTICLE 4 REDEMPTION OF 2022 CERTIFICATES ........................................................... 12 Section 4.01 Optional Redemption. ................................................................................... 12 Section 4.02 Mandatory Sinking Fund Redemption. ......................................................... 12 Section 4.03 Extraordinary Mandatory Redemption. ........................................................ 13 ARTICLE 5 INVESTMENTS..................................................................................................... 13 Section 5.01 Investment of Moneys................................................................................... 13 ARTICLE 6 MISCELLANEOUS ............................................................................................... 14 Section 6.01 Titles, Headings, Etc. .................................................................................... 14 Section 6.02 Severability. .................................................................................................. 14 Section 6.03 Governing Law. ............................................................................................ 14 Section 6.04 Execution in Counterparts............................................................................. 15 Section 6.05 Undertaking to Provide Ongoing Disclosure. ............................................... 15 Section 6.07 Electronic Signatures and Electronic Transactions....................................... 15 Section 6.08 Notices to Trustee. ........................................................................................ 15 EXHIBIT A - FORM OF 2022 CERTIFICATES N.12.4 Packet Pg. 254 Attachment: First Supplemental Indenture (11517 : COPS) 2 FIRST SUPPLEMENT TO INDENTURE OF TRUST THIS FIRST SUPPLEMENT TO INDENTURE OF TRUST dated _________ __, 2022 (this “First Supplemental Indenture”), is executed and delivered by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America, as trustee (the “Trustee”) for the benefit of the Owners of the Certificates as set forth in this Indenture. This First Supplemental Indenture amends and supplements the Indenture of Trust, dated March 21, 2019, executed and delivered by the Trustee (the “Original Indenture” and together with this First Supplemental Indenture, the “Indenture”). PREFACE All capitalized terms used herein will have the meanings ascribed to them in Article 1 of the Original Indenture or Article 1 of this First Supplemental Indenture. RECITALS 1. The City of Fort Collins, Colorado (the “City”) and the Trustee previously entered into the Original Site Lease and the Original Lease to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado (collectively, the “2019 Project”). 2. The 2019 Leased Property under the Original Site Lease and the Original Lease consists of the 2019 Site owned in fee title by the City (which consists of two parcels) and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage. 3. In connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered the Original Indenture pursuant to which there were executed and delivered certain Certificates of Participation, Series 2019 (the “2019 Certificates”) that evidence certain proportionate interests in the right to receive Revenues under the Lease. 4. The net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project. 5. The City Council has determined that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”). N.12.4 Packet Pg. 255 Attachment: First Supplemental Indenture (11517 : COPS) 3 6. To provide for the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that it is in the best interest of the City and its inhabitants to enter into the First Amendment to Site Lease and the First Amendment to Lease. 7. To effectuate the financing of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], the City Manager has determined that [[one or two] parcel[s] of real property consisting of approximately [640 or 320] acres] owned by the City located in the Coyote Ridge Natural Area that is known as [the [or] one of the] McKee Strips that presently serve as open space (collectively, the “2022 Site”) and any buildings and improvements located thereon (as more particularly described in the First Amendment to Site Lease and the First Amendment to Lease, the “2022 Leased Property”), shall be added to the Leased Property under the Site Lease and the Lease. 8. The Original Indenture provides that Additional Certificates may be executed and delivered without consent of or notice to the Owners of Outstanding Certificates to provide moneys to pay, among other things, the costs of acquiring, constructing, improving, installing, and equipping any additional improvements or capital projects for the City, and costs reasonably related thereto. 9. In order to finance the costs of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], there will be executed and delivered certain Certificates of Participation, Series 2022 (the “2022 Certificates”) that will be Additional Certificates under the Original Indenture and that will be executed and delivered pursuant to this First Supplemental Indenture. 10. The 2022 Certificates will be dated as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. 12. The net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will be applied to finance the costs of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project] and to pay the costs of execution and delivery of the 2022 Certificates. 13. Pursuant to the Lease, and subject to the rights of the City to not appropriate the Base Rentals and Additional Rentals thereunder and, therefore, to not renew and to terminate the Lease and other limitations as therein provided, the City is to pay certain Base Rentals directly to the Trustee, for the benefit of the Owners of the Certificates, in consideration of the City’s right to possess and use the Leased Property. N.12.4 Packet Pg. 256 Attachment: First Supplemental Indenture (11517 : COPS) 4 14. The Original Indenture provides that the Trustee may, with the written consent of the City, but without the consent of or notice to the Owners, enter into such indentures or agreements supplemental thereto to, among other purposes, authorize the execution and delivery of Additional Certificates for the purposes and under the conditions set forth in the Original Indenture. 15. The City has given its written consent to the execution and delivery of this First Supplemental Indenture. 16. The Trustee has entered into the Indenture for and on behalf of the Owners of the Certificates and the Trustee will hold the Revenues and the Leased Property and will exercise the Trustee’s rights under the Site Lease and the Lease for the equal and proportionate benefit of the Owners of the Certificates as described herein, and will disburse money received by the Trustee in accordance with the Indenture. NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that the Trustee, in consideration of the premises, the purchase of the Certificates by the Owners and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Certificates and all other amounts payable to the Owners with respect to the Certificates, to secure the performance and observance of all the covenants and conditions set forth in the Certificates and this Indenture, and to declare the terms and conditions upon and subject to which the Certificates are executed, delivered, and secured, has executed and delivered this Indenture and has granted, assigned, pledged, bargained, sold, alienated, remised, released, conveyed, set over, and confirmed, and by these presents does grant, assign, pledge, bargain, sell, alienate, remise, release, convey, set over, and confirm, in trust upon the terms set forth herein all and singular the following described property, franchises, and income, including any title or interest therein acquired after these presents, all and singular the following described property, franchises, and income, including any title therein acquired after these presents (collectively, the “Trust Estate”): (a) all rights, title, and interest of the Trustee in, to, and under the Site Lease and the Lease relating to the Leased Property, subject to Permitted Encumbrances (other than the Trustee’s rights to payment of its fees and expenses under the Site Lease and the Lease and the rights of third parties to Additional Rent payable to them under the Lease); (b) all Revenues and any other receipts receivable by or on behalf of the Trustee pursuant to the Lease, including without limitation, all Base Rentals, Prepayments, the Purchase Option Price, and Net Proceeds; and (c) all money and securities from time to time held by the Trustee under this Indenture in the Base Rentals Fund, and the Costs of Execution and Delivery Fund (but not the Rebate Fund), any and all other property, revenues, or funds from time to time hereafter by delivery or by writing of any kind specially granted, assigned, or pledged as and for additional security hereunder, by any Person in favor of the Trustee, which shall accept any and all such property and hold and apply the same subject to the terms hereof. N.12.4 Packet Pg. 257 Attachment: First Supplemental Indenture (11517 : COPS) 5 TO HAVE AND TO HOLD IN TRUST, NEVERTHELESS, the Trust Estate for the equal and ratable benefit and security of all Owners of the Certificates, without preference, priority, or distinction as to lien or otherwise of any one Certificate over any other Certificate upon the terms and subject to the conditions hereinafter set forth. PROVIDED, HOWEVER, that if the principal of the Certificates, the premium, if any, and the interest due or to become due thereon, shall be paid at the times and in the manner mentioned in the Certificates, according to the true intent and meaning thereof, and if there are paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions hereof, then, upon such final payments, this Indenture and the rights hereby granted shall cease, terminate, and be void; otherwise this Indenture shall be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH and it is expressly declared, that all Certificates are to be executed and delivered and all said property, rights, interests, revenues, and receipts hereby pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses, and purposes as hereinafter expressed, and the Trustee has agreed and covenanted, and does hereby agree and covenant, for the benefit of the Owners, as follows: ARTICLE 1 DEFINITIONS Section 1.01 First Supplemental Indenture Definitions. For all purposes of the Indenture and this First Supplemental Indenture, the following terms, except where the context requires otherwise, shall have the meanings set forth below. In the event that a contrary definition is set forth in the Original Indenture, the definition set forth below shall amend and supersede the definition in the Original Indenture. All capitalized terms defined in Article 1 of the Lease, as amended by the First Amendment to Lease, shall have the same meaning in this Indenture. “2019 Certificates” means the Certificates of Participation, Series 2019, executed and delivered pursuant to the Original Indenture, the net proceeds of which financed the 2019 Project. “2019 Leased Property” means the 2019 Site and the premises, buildings, and improvements situated thereon, including all fixtures attached thereto, as more particularly described in Exhibit A to the Original Lease. “2019 Project” means, collectively, that portion of the costs of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with the City of Loveland, Colorado, that was financed with the net proceeds of the 2019 Certificates. “2019 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the Original Site Lease and subleased by the Trustee to the City under the Original Lease, the legal description of which is set forth in Exhibit A to the Original Lease. N.12.4 Packet Pg. 258 Attachment: First Supplemental Indenture (11517 : COPS) 6 “2022 Certificates” means the Certificates of Participation, Series 2022 executed and delivered pursuant to the terms and provisions of this First Supplemental Indenture, and constituting Additional Certificates under the Indenture, the net proceeds of which will be used to finance [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “2022 Costs of Execution and Delivery” means all items of expense directly or indirectly payable by the Trustee related to the authorization, execution and delivery of the First Amendment to Site Lease and the First Amendment to Lease and related to the authorization, sale, execution and delivery of the 2022 Certificates and to be paid from the 2022 Costs of Execution and Delivery Fund, including but not limited to, title insurance premiums, closing costs and other costs relating to the leasing of the Leased Property under the Site Lease and the Lease, costs of preparation and reproduction of documents, costs of printing the 2022 Certificates, the Preliminary and final Official Statements, and the Notice of Sale prepared in connection with the offering of the 2022 Certificates, costs of Rating Agencies, and costs to provide information required by Rating Agencies for the rating or proposed rating of the 2022 Certificates, initial fees and charges of the Trustee and Paying Agent, legal fees and charges, including fees and expenses of Bond Counsel, Special (Disclosure) Counsel, and Counsel to the Trustee, fees and disbursements of professionals, fees and charges for preparation, execution, and safekeeping of the 2022 Certificates, premiums for insurance on the Certificates, and any other cost, charge, or fee in connection with the original sale and the execution and delivery of the 2022 Certificates; provided, however, that Additional Rentals shall not be Costs of Execution and Delivery of the Certificates and are to be paid by the City as provided in the Lease. “2022 Costs of Execution and Delivery Fund” means the 2022 Costs of Execution and Delivery Fund created in Section 3.04 of this First Supplemental Indenture. “2022 Project” means, collectively, a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council. “2022 Rebate Account” means the 2022 Rebate Account of the Rebate Fund for the 2022 Certificates created under this First Supplemental Indenture. “2022 Site” means, collectively, the real property, with all its appurtenances, owned by the City and leased by the City to the Trustee under the First Amendment to Site Lease and subleased by the Trustee to the City under the First Amendment to Lease, the legal description of which is set forth in Exhibit A to the First Amendment to Site Lease and the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof. 2022 Tax Certificate” means the Tax Compliance Certificate entered into by the City with respect to the First Amendment to Lease and the execution and delivery of the 2022 Certificates. N.12.4 Packet Pg. 259 Attachment: First Supplemental Indenture (11517 : COPS) 7 “Certificate Owners” means the owners of the 2019 Certificates, the 2022 Certificates and any Additional Certificates hereafter executed and delivered. “Certificates” means, collectively, the 2019 Certificates, the 2022 Certificates and any Additional Certificates hereafter executed and delivered in accordance with the terms and provisions of the Indenture. “First Amendment to Lease” means the First Amendment to Lease Purchase Agreement, dated ______ __, 2022, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “First Amendment to Site Lease” means the First Amendment to Site and Improvement Lease, dated _______ __, 2022, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “First Supplemental Indenture” means the First Supplement to Indenture of Trust dated as of _______ __, 2022, executed by the Trustee. “Golf Course Improvements” means the acquisition and installation of certain irrigation improvements for Southridge Golf Course [that will be financed with the net proceeds of the 2022 Certificates]. “Hughes Stadium Acquisition” means the acquisition of the real property on which the Hughes Stadium previously existed [that will be financed with the net proceeds of the 2022 Certificates]. [“Hughes Stadium Site” means the real property being acquired by the City as part of the 2022 Project, which previously served as the site for the Hughes Stadium, the legal description of which is set forth in Exhibit F attached to the First Amendment to Lease.] “Indenture” means the Original Indenture, as amended and supplemented by this First Supplemental Indenture. “Lease” means the Original Lease, as amended by the First Amendment to Lease. “Leased Property” means, collectively, the 2019 Leased Property and the 2022 Leased Property, as more particularly described in Exhibit A to the First Amendment to Lease, together with any and all additions and modifications thereto and replacements thereof, and any New Facility. “Maintenance Facility” means construction and installation of a fleet maintenance facility for the City at 800 Wood Street in the City [that will be financed with the net proceeds of the 2022 Certificates]. “Original Indenture” means the Indenture of Trust dated March 21, 2019, executed by the Trustee. N.12.4 Packet Pg. 260 Attachment: First Supplemental Indenture (11517 : COPS) 8 “Original Lease” means the Lease Purchase Agreement, dated March 21, 2019, between the Trustee, solely in its capacity of trustee under the Indenture, as lessor, and the City, as lessee. “Original Site Lease” means the Site and Improvement Lease, dated March 21, 2019, between the City, as lessor, and the Trustee, solely in its capacity of trustee under the Indenture, as lessee. “Permitted Encumbrances” with respect to the Leased Property means, as of any particular time: (a) liens for taxes and assessments not then delinquent, or liens which may remain unpaid pending contest pursuant to the provisions of the Lease; (b) the Site Lease, the Lease, the Indenture and any related fixture filing and any liens arising or granted pursuant to the Lease or the Indenture; (c) utility, access and other easements and rights of way, licenses, permits, party wall and other agreements, restrictions, and exceptions which the City Representative certifies will not materially interfere with or materially impair the Leased Property or the use thereof, including rights or privileges in the nature of easements, licenses, permits, and agreements as provided in the Lease; (d) any sublease of the Leased Property that is permitted pursuant to the terms and provisions of Section 13.2 of the Lease; (e) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2019 Leased Property was subject when leased to the Trustee pursuant to the Original Site Lease or that were recorded after the execution and delivery of the Original Site Lease, as permitted thereby, as shown on Exhibit B attached thereto and by this reference made a part hereof, and (f) the easements, covenants, restrictions, liens, and encumbrances to which title to the 2022 Leased Property was subject when leased to the Trustee pursuant to the First Amendment to Site Lease, as shown on Exhibit B attached thereto and by this reference made a part hereof. [Upon substitution of the Hughes Stadium Site as the 2022 Site under the Site Lease and the Lease, Permitted Encumbrances shall also include all easements, restrictions, liens and encumbrances to which the Hughes Stadium Site was subject when substituted as the 2022 Site under the Site Lease and the Lease, as shown on an update to Exhibit B to the Site Lease and the Lease, and which the City Representative certifies do not and will not interfere in any material way with the intended use of the Hughes Stadium Site.] “Project” means, collectively, the 2019 Project and [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. “Site” means, collectively, the 2019 Site and the 2022 Site. “Site Lease” means the Original Site Lease, as amended by the First Amendment to Site Lease. “Trustee” means U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee under this Indenture for the benefit of the Owners of the Certificates and any Additional Certificates, and its successors and assigns. Section 1.02 First Supplemental Indenture. This First Supplemental Indenture amends and supplements the Original Indenture and is entered into in accordance with the provisions of the Original Indenture. This First Supplemental Indenture shall hereafter form a part of the Indenture and all the terms and conditions contained herein shall be deemed to be part N.12.4 Packet Pg. 261 Attachment: First Supplemental Indenture (11517 : COPS) 9 of the Indenture for any and all purposes. Except as expressly amended by the First Supplemental Indenture, the Original Indenture shall remain as originally stated and is hereby ratified, approved and confirmed. Section 1.03 Applicability of the Indenture. Except as otherwise provided herein, the provisions of the Indenture, which includes this First Supplemental Indenture, govern the 2022 Certificates. However, specific provisions concerning and exclusive to the 2022 Certificates are set forth herein and shall apply solely to the 2022 Certificates. For all purposes of the Indenture, the Site Lease and the Lease, “Certificates” shall mean and include the 2022 Certificates as well as the outstanding 2019 Certificates and any Additional Certificates to be executed and delivered in the future, if any. ARTICLE 2 AUTHORIZATION, TERMS, EXECUTION AND DELIVERY OF 2022 CERTIFICATES Section 2.01 Authorization. The 2022 Certificates shall be issued, sold and delivered as Additional Certificates in the aggregate principal amount of $__________. The 2022 Certificates are issued under the authority of the Supplemental Act and shall so recite. Pursuant to Section 11-57-210 of the Supplemental Act, such recital shall be conclusive evidence of the validity and the regularity of the issuance of the 2022 Certificates after their delivery for value. The 2022 Certificates are being issued as Additional Certificates in accordance with Section 2.08 of the Original Indenture. The 2022 Certificates shall constitute proportionate interests in the Trustee’s right to receive the Base Rentals under the Lease and other Revenues, proportionately and ratably secured with the 2019 Certificates originally executed and delivered and all other issues of Additional Certificates, if any, executed and delivered pursuant to Section 2.08 of the Original Indenture, without preference, priority or distinction of any Certificates or Additional Certificates over any other. The Certificates shall not constitute a mandatory charge or requirement of the City in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the City or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City, within the meaning of any constitutional, home rule charter, or statutory debt provision or limitation. No provision of the Certificates shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the City within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates shall not directly or indirectly obligate the City to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the City’s then current Fiscal Year. Section 2.02 Form, Denominations, Maturities and Other Terms of the 2022 Certificates. The 2022 Certificates shall be in substantially the form attached hereto as Exhibit A, and all provisions and terms of the 2022 Certificates set forth therein are incorporated in this Indenture. N.12.4 Packet Pg. 262 Attachment: First Supplemental Indenture (11517 : COPS) 10 The 2022 Certificates shall be executed and delivered in fully registered form in Authorized Denominations not exceeding the aggregate principal amount stated to mature on any given date. The 2022 Certificates shall be numbered consecutively in such manner as the Trustee shall determine; provided that while the 2022 Certificates are held by a Depository, one 2022 Certificate shall be executed and delivered for each maturity bearing interest at the same interest rate of the Outstanding 2022 Certificates. The 2022 Certificates shall be dated _________ __, 2022. The 2022 Certificates shall mature on the dates and in the amounts, with interest thereon at the rates, set forth below: Years (December 1) Principal Amounts Interest Rates 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 The 2022 Certificates shall bear interest from their date to maturity or prior redemption at the rates per annum set forth above, payable on each Interest Payment Date and calculated on the basis of a 360-day year of twelve 30-day months. The Interest Payment Dates for the 2022 Certificates shall be June 1 and December 1, commencing [December 1, 2022]. The payment of principal, premium, if any, and interest represented by the 2022 Certificates shall be made in lawful money of the United States of America. The 2022 Certificates shall be subject to redemption prior to maturity, all as provided in Article 4 hereof. N.12.4 Packet Pg. 263 Attachment: First Supplemental Indenture (11517 : COPS) 11 Except for any 2022 Certificates for which DTC is acting as Depository or for an Owner of $1,000,000 or more in aggregate principal amount of 2022 Certificates, the principal of, premium, if any, and interest on all 2022 Certificates shall be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any 2022 Certificates for which DTC is acting as Depository, the principal of, premium, if any, and interest on such 2022 Certificates shall be payable as directed in writing by the Depository. In the case of an Owner of $1,000,000 or more in aggregate principal amount of 2022 Certificates, the principal of, premium, if any, and interest on such 2022 Certificates shall be payable by wire transfer of funds to a bank account designated by the Certificate Owner in written instructions to the Trustee. Interest shall be paid to the Owner of each 2022 Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the Regular Record Date, irrespective of any transfer of ownership of 2022 Certificates subsequent to the Regular Record Date and prior to such Interest Payment Date, or on a special record date, which shall be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of 2022 Certificates subsequent to such special record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by first class mail postage prepaid at least ten (10) days prior to the special record date, to the Owner of each 2022 Certificate upon which interest will be paid, determined as of the close of business on the day preceding the giving of such notice. Section 2.03 Delivery of 2022 Certificates. Upon the execution and delivery of this First Supplemental Indenture, the Trustee is authorized to execute and deliver the 2022 Certificates either to DTC or to the purchasers thereof in the aggregate principal amounts set forth in Section 2.01 hereof, as provided in this Section. (a) Before or upon the delivery by the Trustee of any of the 2022 Certificates, there shall be filed with the Trustee the following: (i) Originally executed counterparts of the First Amendment to Site Lease, the First Amendment to Lease (including the amendment to the Base Rentals Schedule) and this First Supplemental Indenture. (ii) A title insurance commitment or endorsement, or other evidence that the amount of the title insurance policy delivered in respect of the Certificates will be increased to reflect the amount of the 2022 Certificates and all other Outstanding Certificates (or such lesser amount as shall be the maximum insurable value of the real property included in the Leased Property) under which the Trustee’s leasehold interest in the Leased Property is insured. (iii) A written opinion of Special Counsel to the effect that: (1) the execution and delivery of 2022 Certificates have been duly authorized and that all conditions precedent to the delivery thereof have been fulfilled; N.12.4 Packet Pg. 264 Attachment: First Supplemental Indenture (11517 : COPS) 12 (2) the excludability of interest from gross income for federal income tax purposes on the Outstanding 2019 Certificates will not be adversely affected by the execution and delivery of the 2022 Certificates being executed and delivered pursuant to the First Supplemental Indenture; and (3) the sale, execution, and delivery of the 2022 Certificates, in and of themselves, will not constitute an Event of Indenture Default or an Event of Lease Default nor cause any violation of the covenants or representations herein, in the Site Lease or in the Lease. (iv) Written directions from the purchaser, underwriter or placement agent with respect of the 2022 Certificates, together with written acknowledgment of the City, to the Trustee to deliver the 2022 Certificates to the purchaser or purchasers therein identified upon payment to the Trustee of a specified purchase price. (b) Thereupon, the Trustee shall execute and deliver the 2022 Certificates to DTC or the purchasers thereof, upon payment to the Trustee of the applicable purchase price. ARTICLE 3 REVENUES AND FUNDS Section 3.01 Disposition of Proceeds of 2022 Certificates. The net proceeds of the 2022 Certificates shall be accounted for as follows: (a) $_________ shall be remitted to the City to be applied to financing [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project]. (b) $_________ shall be remitted to the Trustee and deposited in the 2022 Costs of Execution and Delivery Fund and applied to the 2022 Costs of Execution and Delivery. Section 3.02 Concerning the Rebate Fund. Pursuant to Section 3.05 of the Original Indenture, there is hereby created within the Rebate Fund the “2022 Rebate Account” for the 2022 Certificates. Section 3.03 2022 Costs of Execution and Delivery Fund. A special fund is hereby created and established with the Trustee and denominated the “2022 Costs of Execution and Delivery Fund.” Upon the delivery of the 2022 Certificates there shall be deposited into the 2022 Costs of Execution and Delivery Fund from the proceeds of the 2022 Certificates the amount directed by Section 3.01(b) hereof. Payments from the 2022 Costs of Execution and Delivery Fund shall be made by the Trustee upon receipt of a statement or a bill for the provision of 2022 Costs of Execution and Delivery approved in writing by the City Representative and (a) stating the payee, the amount to be paid and the purpose of the payment, and (b) certifying that the amount to be paid is due and payable, has not been the subject of any previous requisition and is a proper charge against the 2022 Costs of Execution and Delivery Fund. Any moneys held in the 2022 Costs of Execution and Delivery Fund shall be invested by the Trustee in accordance with Article 5 hereof. N.12.4 Packet Pg. 265 Attachment: First Supplemental Indenture (11517 : COPS) 13 Upon the final payment of all 2022 Costs of Execution and Delivery, as certified in writing by the City Representative, the Trustee shall transfer all moneys remaining in the 2022 Costs of Execution and Delivery Fund to the City to be used to pay costs of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], or shall credit such moneys to the Base Rentals Fund, as directed in writing by the City Representative. Any amounts remaining in the 2022 Costs of Execution and Delivery Fund ninety (90) days after the execution and delivery of the 2022 Certificates shall be credited to the Base Rentals Fund or used to pay costs of [the Hughes Stadium Acquisition, the Golf Course Improvements, the Maintenance Facility, or the 2022 Project], as directed in writing by the City Representative. Section 3.04 Repayment to the City from the Trustee. After payment in full of all of the Outstanding Certificates, the interest thereon, any premium thereon, the fees, charges, and expenses of the Trustee, any amount required to be deposited to the Rebate Fund, and all other amounts required to be paid hereunder, any amounts remaining in the Base Rentals Fund and the 2022 Costs of Execution and Delivery Fund, or otherwise held by the Trustee pursuant hereto (but excluding the Rebate Fund and any defeasance escrow) shall be paid to the City upon the expiration or sooner termination of the Lease Term as a return of an overpayment of Base Rentals. After payment of all amounts due and owing the federal government held in the Rebate Fund, if any, any excess amounts in the Rebate Fund shall be paid to the City. ARTICLE 4 REDEMPTION OF 2022 CERTIFICATES Section 4.01 Optional Redemption. (a) The 2022 Certificates maturing on or prior to December 1, 20__ shall not be subject to optional redemption prior to their respective maturity dates. The 2022 Certificates maturing on and after December 1, 20__ shall be subject to redemption prior to their respective maturity dates at the option of the City, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the City shall determine and by lot within a maturity, on December 1, 20__, and on any date thereafter, at a redemption price equal to the principal amount of the 2022 Certificates so redeemed plus accrued interest to the redemption date without a premium. (b) In the case of a prepayment in part of Base Rentals under the Lease, the Trustee shall confirm that the revised Base Rentals Schedule to be provided by the City Representative pursuant to Section 6.2(a) of the Lease sets forth Principal Portions and Interest Portions of Base Rentals that are equal to the principal and interest due on the Certificates that remain Outstanding after such optional redemption. For such confirmation, the Trustee may rely on a certification of the City Representative or other person as provided in Section 8.07. Section 4.02 Mandatory Sinking Fund Redemption. (a) The 2022 Certificates maturing on December 1, 20__ (hereinafter referred to as “2022 Term Certificates”) are subject to mandatory sinking fund redemption at a price equal to the principal amount thereof plus accrued interest thereon to the redemption date. Such 2022 N.12.4 Packet Pg. 266 Attachment: First Supplemental Indenture (11517 : COPS) 14 Certificates are to be selected by lot in such manner as the City shall determine (giving proportionate weight to 2022 Certificates in denominations larger than $5,000). As and for a sinking fund for the redemption of the 2022 Term Certificates maturing on December 1, 20__, the City shall deposit in the Base Rentals Fund moneys which are sufficient to redeem (after any credit as hereinafter provided) the following principal amount of the 2022 Term Certificates maturing on December 1, 20__: Redemption Date (December 1) Principal Amount 20__ $_______ 20__ $_______ 20__ $_______ The remaining $_____ of the 2022 Term Certificates maturing on December 1, 20__ shall be paid upon presentation and surrender at maturity. (b) On or before the 30th day prior to each such sinking fund payment date, the Trustee shall proceed to call the 2022 Term Certificates indicated above (or any Term Certificate or Certificates issued to replace such 2022 Term Certificates) for redemption from the sinking fund on the next December 1 and give notice of such call without other instruction or notice from the City. The amount of each sinking fund installment may be reduced by the principal amount of any 2022 Term Certificates of the maturity and interest rate which are subject to sinking fund redemption on such date and which prior to such date have been redeemed (otherwise than through the operation of the sinking fund) or otherwise canceled and not theretofore applied as a credit against a sinking fund installment. Such reductions, if any, shall be applied in such year or years as may be determined by the City. Section 4.03 Extraordinary Mandatory Redemption. The 2019 Certificates and the 2022 Certificates are subject to extraordinary mandatory redemption as set forth in Section 4.03 of the Original Indenture. ARTICLE 5 INVESTMENTS Section 5.01 Investment of Moneys. The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment, remains a Permitted Investment absent a receipt of written notice or information to the contrary. All moneys held as part of the Base Rentals Fund, the Rebate Fund, the 2022 Costs of Execution and Delivery Fund, or any other fund or account created hereunder (other than any defeasance escrow accounts) shall be deposited or invested and reinvested by the Trustee, at the written direction of the City, in Permitted Investments; provided, however, that the Trustee shall make no deposits or investments of any fund or account created hereunder which shall interfere with or prevent withdrawals for the purpose for which the moneys so deposited or invested were placed in trust hereunder or for payment of the Certificates at or before maturity or interest thereon as N.12.4 Packet Pg. 267 Attachment: First Supplemental Indenture (11517 : COPS) 15 required hereunder. The Trustee may make any and all such deposits or investments through its own investment department or the investment department of any bank or trust company under common control with the Trustee. Except as otherwise provided in Section 3.05 hereof, deposits or investments shall at all times be a part of the fund or account from which the moneys used to acquire such deposits or investments shall have come, and all income and profits on such deposits or investments shall be credited to, and losses thereon shall be charged against, such fund or account. Any interest or other gain from any fund or account created hereunder (except defeasance escrows) shall be deposited to the Rebate Fund to the extent required and permitted pursuant to Section 3.05 hereof. The Trustee shall sell and reduce to cash a sufficient amount of such deposits or investments whenever the cash balance in the Base Rentals Fund is insufficient to pay the principal of and interest on the Certificates when due, or whenever the cash balance in any fund or account created hereunder is insufficient to satisfy the purposes of such fund or account. The Trustee hereby agrees to secure and retain the documentation with respect to investments of moneys in the funds and accounts created under this Indenture as required by and as described in the Tax Certificate and the 2022 Tax Certificate. The Trustee shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of this Article V. The Trustee may transfer investments from any Fund or Account to any other Fund or Account in lieu of cash when a transfer is required or permitted by the provisions of this Indenture. The City acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant a right to receive brokerage confirmations of security transactions relating to the funds held pursuant to this Agreement, the City waives receipt of such confirmations, to the extent permitted by law. The Trustee shall furnish a statement of security transactions on its regular monthly reports to the City. ARTICLE 6 MISCELLANEOUS Section 6.01 Titles, Headings, Etc. The titles and headings of the articles, sections, and subdivisions of this First Supplemental Indenture have been inserted for convenience of reference only and shall in no way modify or restrict any of the terms or provisions of this Indenture. Section 6.02 Severability. In the event any provision of this First Supplemental Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of the Indenture. Section 6.03 Governing Law. This First Supplemental Indenture shall be governed and construed in accordance with the laws of the State of Colorado without regard to choice of law analysis. N.12.4 Packet Pg. 268 Attachment: First Supplemental Indenture (11517 : COPS) 16 Section 6.04 Execution in Counterparts. This First Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 6.05 Undertaking to Provide Ongoing Disclosure. The City has covenanted in Section 11.6 of the Original Lease, as amended by the First Amendment to Lease, to comply with the terms of the 2022 Continuing Disclosure Certificate. Notwithstanding any other provision of this Indenture, failure by the City to comply with the 2022 Continuing Disclosure Certificate shall not be considered an Event of Indenture Default and the rights and remedies provided by this Indenture upon the occurrence of an Event of Indenture Default shall not apply to any such failure. The Trustee shall have no power or duty to enforce the obligations of the City under the 2022 Continuing Disclosure Certificate. Section 6.07 Electronic Signatures and Electronic Transactions. The parties agree that in the event that any individual or individuals who are authorized to execute or consent to this First Supplemental Indenture on behalf of the City or the Trustee are not able to be physically present to manually sign this First Supplemental Indenture, that such individual or individuals are hereby authorized to execute this First Supplemental Indenture electronically via facsimile or email signature. This agreement by the parties to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this First Supplemental Indenture shall carry the full legal force and effect of any original, handwritten signature. The parties further agree that the transaction described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 6.08 Notices to Trustee. All notices, approvals, consents, requests and any other communications given to the Trustee by the City under the Indenture must be in English and in writing, provided that any such written communication sent to the Trustee hereunder shall either be manually signed or signed by way of an electronic signature via facsimile or e-mail. The City agrees to assume all risks arising from the use of digital signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. [Remainder of Page Left Blank Intentionally] N.12.4 Packet Pg. 269 Attachment: First Supplemental Indenture (11517 : COPS) 17 IN WITNESS WHEREOF, the Trustee has caused this First Supplement to Indenture of Trust to be executed as of the ___ day of ______, 2022. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Vice President The City of Fort Collins, Colorado hereby consents to the execution and delivery of this First Supplement to Indenture of Trust. CITY OF FORT COLLINS, COLORADO By: _______________________________________ Date: _________ __, 2022 City Manager N.12.4 Packet Pg. 270 Attachment: First Supplemental Indenture (11517 : COPS) A-1 EXHIBIT A FORM OF 2022 CERTIFICATES Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trustee for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. CERTIFICATE OF PARTICIPATION, SERIES 2022 Evidencing a Proportionate Interest in the Base Rentals and other Revenues under a Lease Purchase Agreement, as amended, between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee, as lessor, and the City of Fort Collins, Colorado, as lessee No. R-____ $______________ Interest Rate Maturity Date Dated Date CUSIP Number % December 1, 20__ _________ __, 2022 Registered Owner: CEDE & CO. Principal Amount: THOUSAND DOLLARS THIS CERTIFIES THAT the Registered Owner (specified above), or registered assigns, as the Registered Owner (the “Owner”) of this Certificate of Participation, Series 2022 (this “Certificate”), is the Owner of a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease Purchase Agreement, dated March 21, 2019, as amended pursuant to a First Amendment to Lease Purchase Agreement, dated as of _________ __, 2022 (as amended, the “Lease”), between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, Denver, Colorado, solely in its capacity of trustee under the Indenture (the “Trustee”), as lessor, and the City of Fort Collins, Colorado (the “City”), as lessee. This Certificate is secured as provided in the Lease and the Indenture of Trust dated as of March 21, 2019, as amended and supplemented by the First Supplement to Indenture of Trust dated as of _________ __, 2022 (as amended, the N.12.4 Packet Pg. 271 Attachment: First Supplemental Indenture (11517 : COPS) A-2 “Indenture”) by the Trustee, for the registered owners of the Certificates of Participation, Series 2022 (the “2022 Certificates”). All terms capitalized but not defined herein shall have the meanings given to them in the Indenture. This Certificate bears interest, matures, is payable, is subject to redemption, and is transferable as provided in the Indenture. The 2022 Certificates are being executed and delivered as Additional Certificates under the Indenture, and are proportionately and ratably secured under the Site Lease, the Lease and the Indenture with the 2019 Certificates and with any Additional Certificates issued from time to time in the future (collectively, the 2019 Certificates, the 2022 Certificates and any such Additional Certificates are referred to in the Lease and the Indenture as the “Certificates”). Under the Site Lease, certain Leased Property described therein (the “Leased Property”) has been leased by the City, as lessor, to the Trustee, as lessee. Under the Lease, the Leased Property has been leased back by the Trustee, as lessor, to the City, as lessee, and the City has agreed to pay directly to the Trustee Base Rentals in consideration of the City’s right to possess and use the Leased Property. Certain Revenues, including Base Rentals, are required under the Indenture to be distributed by the Trustee for the payment of the Certificates, including the 2022 Certificates, and interest thereon. The Lease is subject to annual appropriation, non-renewal and, in turn, termination by the City. This Certificate has been executed and delivered pursuant to the terms of the Indenture. Reference is hereby made to the Site Lease, the Lease, and the Indenture (copies of which are on file in the offices of the Trustee) for a description of the terms on which the 2022 Certificates are delivered, and the rights thereunder of the Owners of the Certificates, the rights, duties, and immunities of the Trustee and the rights and obligations of the City under the Site Lease and the Lease, to all of the provisions of which Site Lease, Lease, and Indenture the Owner of this Certificate, by acceptance hereof, assents and agrees. Additional Certificates may be executed and delivered pursuant to the Indenture without consent of or notice to the owners of the Certificates and upon the satisfaction of certain conditions and limitations. Additional Certificates will evidence interests in rights to receive Revenues, including Base Rentals, without preference, priority, or distinction of any Certificates, including the 2022 Certificates, over any others, however, insurance and other credit facilities may be applicable only to particular series of Certificates or portions thereof. To the extent and in the manner permitted by the terms of the Indenture, the provisions of the Indenture may be amended by the Trustee with the written consent of the Owners of a majority in aggregate principal amount of the Certificates outstanding, and may be amended without such consent under certain circumstances described in the Indenture but in no event such that the interests of the Owners of the Certificates are materially adversely affected, provided that no such amendment is to impair the right of any Owner to receive in any case such Owner’s proportionate share of any payment of Revenues in accordance with the terms of such Owner’s Certificate. N.12.4 Packet Pg. 272 Attachment: First Supplemental Indenture (11517 : COPS) A-3 THE OWNER OF THIS CERTIFICATE IS ENTITLED TO RECEIVE, SUBJECT TO THE TERMS OF THE LEASE, THE PRINCIPAL AMOUNT (SPECIFIED ABOVE), ON THE MATURITY DATE (SPECIFIED ABOVE), AND IS ENTITLED TO RECEIVE INTEREST ON THE PRINCIPAL AMOUNT AT THE INTEREST RATE (SPECIFIED ABOVE). The interest hereon is payable at the interest rate from the Dated Date (specified above) on [December 1, 2022], and semiannually thereafter on December 1 and June 1 in each year (the “Interest Payment Dates”) and thereafter (A) from the Execution Date (specified below), if this Certificate is executed on an Interest Payment Date or (B) from the last preceding Interest Payment Date to which interest has been paid in all other cases, until the Principal Amount is paid as set forth herein. Interest is to be calculated on the basis of a 360-day year consisting of twelve 30-day months. THIS CERTIFICATE IS PAYABLE SOLELY FROM THE BASE RENTALS PAYABLE TO THE TRUSTEE PURSUANT TO THE LEASE AND OTHER REVENUES AS DEFINED IN THE INDENTURE. NEITHER THE LEASE, THIS CERTIFICATE, THE CERTIFICATES, INCLUDING THE 2022 CERTIFICATES, OR THE OBLIGATION OF THE CITY TO PAY BASE RENTALS OR ADDITIONAL RENTALS CONSTITUTES A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE CITY OR A MULTIPLE FISCAL YEAR DIRECT OR INDIRECT DEBT OR OTHER FINANCIAL OBLIGATION WHATSOEVER OF THE CITY, WITHIN THE MEANING OF ANY CONSTITUTIONAL, HOME RULE CHARTER OR STATUTORY DEBT LIMITATION. NEITHER THE LEASE NOR THE CERTIFICATES HAVE DIRECTLY OR INDIRECTLY OBLIGATED THE CITY TO MAKE ANY PAYMENTS BEYOND THOSE APPROPRIATED FOR THE CITY’S THEN CURRENT FISCAL YEAR. This Certificate is issued under the authority of Part 2 of Article 57, Title 11, Colorado Revised Statutes (the “Supplemental Act”). Pursuant to Section 11-57-210 of the Supplemental Act, such recital shall be conclusive evidence of the validity and the regularity of the execution and delivery of this Certificate after its delivery for value. This Certificate is issued with the intent that the laws of the State of Colorado shall govern its legality, validity, enforceability, and construction. The City has determined that this Certificate is authorized and issued under the authority of and in full conformity with the Constitution of the State of Colorado and all other laws of the State of Colorado thereunto enabling. The Trustee has executed this Certificate solely in its capacity as Trustee under the Indenture and not in its individual or personal capacity. The Trustee is not liable for the obligations evidenced by the Certificates except from amounts held by it in its capacity as Trustee under the Indenture. This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Lease or the Indenture, until executed by the Trustee. N.12.4 Packet Pg. 273 Attachment: First Supplemental Indenture (11517 : COPS) A-4 IT IS HEREBY CERTIFIED, RECITED, AND DECLARED that all things, conditions, and acts required by the Constitution and the statutes of the State and the Indenture to exist, to have happened and to have been performed precedent to and the execution and delivery of this Certificate, do exist, have happened and have been performed in due time, form and manner, as required by law. IN WITNESS WHEREOF, this Certificate has been executed with the manual signature of an authorized representative of the Trustee. Execution Date: _________ __, 2022. U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Officer N.12.4 Packet Pg. 274 Attachment: First Supplemental Indenture (11517 : COPS) A-5 (Form of Assignment) ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto ______________________________________________ the within Certificate and hereby irrevocably constitutes and appoints ____________ Attorney, to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Signature Dated: Signature Guaranteed: Signature must be guaranteed by a member of a Medallion Signature Program Address of Transferee: ____________________________________ ____________________________________ ____________________________________ Social Security or other tax identification number of transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within bond in every particular, without alteration or enlargement or any change whatsoever. (End Form of Assignment) (End Form of Certificates) N.12.4 Packet Pg. 275 Attachment: First Supplemental Indenture (11517 : COPS) NOTICE OF PUBLIC SALE DATED [_______, 2022] CITY OF FORT COLLINS, COLORADO CERTIFICATES OF PARTICIPATION SERIES 2022 - $[PAR]* PUBLIC NOTICE IS HEREBY GIVEN that the City Council (the “Council”) of the City of Fort Collins, Colorado (the “City”) will receive electronic bids for the purchase of the Certificates described below on: [________, 2022] at the hour of ____ a.m., Mountain Time. Bids must be submitted electronically via the BIDCOMP/PARITY BIDDING SYSTEM (“BIDCOMP/PARITY”) as described in “BIDCOMP/PARITY” and “BID PROPOSAL REQUIREMENTS” below. ISSUE DETAILS: The Certificates of Participation to be sold are the “City of Fort Collins, Colorado, Certificates of Participation, Series 2022” (the “Certificates”) in the aggregate principal amount of $[____].* The Certificates evidence proportionate interests in the base rentals and other revenues under an annually renewable Lease Purchase Agreement, dated March 21, 2019, as amended by the First Amendment to Lease Purchase Agreement, dated the date of execution and delivery of the Certificates (collectively, the “Lease”), between U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as Trustee under the Indenture (hereinafter defined), as lessor, and the City, as lessee. The Certificates will be executed and delivered as fully registered certificates and are initially to be registered in the name of “Cede & Co.” as nominee for The Depository Trust Company (“DTC”), which is acting as the securities depository for the Certificates. Purchases are to be made in book-entry form in denominations of $5,000 or any integral multiple thereof. Purchasers will not receive certificates evidencing their interest in the Certificates. The Certificates are being issued pursuant to an Indenture of Trust, dated March 21, 2019, as supplemented by the First Supplement to Indenture of Trust, dated the date of execution and delivery of the Certificates (collectively, the “Indenture”), executed by U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee thereunder. MATURITIES: Except as otherwise provided below in “ADJUSTMENT OF MATURITIES AFTER DETERMINATION OF BEST BID” and “MANDATORY SINKING FUND REDEMPTION” below, the Certificates will mature on December 1 in the years and designated amounts designated below: Maturity Date (December 1) Principal Amount* *Subject to change. ATTACHMENT 5 N.12.5 Packet Pg. 276 Attachment: Notice of Public Sale (as filed) (11517 : COPS) 2022 $ 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 ADJUSTMENT OF MATURITIES AFTER DETERMINATION OF BEST BID: The aggregate principal amount and the principal amount of each serial maturity of the Certificates set forth in the maturity schedule above (the “Maturity Schedule”) are subject to adjustment by the City, after the determination of the best bid. Changes to be made will be communicated to the winning bidder at the time of award of the Certificates to the winning bidder; changes will not reduce or increase the aggregate principal amount of the Certificates of any maturity by more than [____] percent ([__]%) from the amount shown in the Maturity Schedule and will not increase the total aggregate principal amount of Certificates to an amount in excess of $[________]. The price bid (i.e., par less any discount bid or plus any premium bid) by a winning bidder may be changed as described below, but the interest rates specified by the winning bidder for all maturities will not change. A winning bidder may not withdraw its bid as a result of any changes made within these limits. The price bid will be changed so that the percentage net compensation to the winning bidder (i.e., the percentage resulting from dividing (i) the aggregate difference between the offering price of the Certificates to the public and the price to be paid to the City by (ii) the principal amount of the Certificates) does not increase or decrease from what it would have been if no adjustment was made to the principal amounts shown in the Maturity Schedule. OPTIONAL PRIOR REDEMPTION: The Certificates maturing on or prior to December 1, 20[__], are not subject to redemption prior to their respective maturity dates. The Certificates maturing on and after December 1, 20[__], shall be subject to redemption prior to their respective maturity dates at the option of the City, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as are selected by the City and by lot within a maturity (giving proportionate weight to Certificates in denominations larger than $5,000), on December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date without a premium. Redemption will be made in the manner and upon the conditions described in the Final Official Statement (as described below). ATTACHMENT 5 N.12.5 Packet Pg. 277 Attachment: Notice of Public Sale (as filed) (11517 : COPS) MANDATORY SINKING FUND REDEMPTION: Any bidder may, at its option, specify that one or more consecutive maturities of the Certificates will consist of term Certificates (the “Term Certificates”) which are subject to mandatory sinking fund redemption in consecutive years immediately preceding the maturity thereof, as designated in the bid of such bidder. Amounts included as a Term Certificate must consist of consecutive maturities, must bear the same rate of interest and must include the entire principal amount for any maturity included in the Term Certificate (i.e., the principal amount maturing in any year may not be divided between a serial maturity and a mandatory sinking fund redemption). Any such Term Certificate will be subject to mandatory sinking fund redemption in installments in the same amounts and on the same dates as the Certificates would have matured if they were not included in a Term Certificate or Term Certificates. Certificates redeemed pursuant to the mandatory sinking fund redemption provisions will be redeemed at a redemption price equal to the principal amount of the Certificates to be redeemed plus accrued interest to the redemption date in the manner provided in the Indenture, including any sale certificate executed by the City Manager or the Financial Officer of the City (the “Financial Officer”) in accordance with the ordinance authorizing the execution and delivery of the Lease (the “Ordinance”). Any election to designate the Certificates as being included in a Term Certificate must be made in the official bid forms. INTEREST RATES AND LIMITATIONS: Interest shall be payable on June 1 and December 1 of each year, commencing December 1, 2022, and will be computed on the basis of a 360-day year of twelve 30-day months. 1. There is no limit on the number of rates specified. 2. The interest rate for the Certificates must be stated in a multiple of 1/8th or 1/20th of 1% per annum. A zero rate of interest may not be named for the Certificates. 3. For Certificates maturing after December 1, 20__, the maximum differential between the lowest and the highest interest rates stated in the bid for the Certificates may not exceed ___ basis points (e.g., if the lowest rate is ___% the highest rate may not exceed ____%). PURCHASE PRICE: The purchase price bid for the Certificates shall not be less than [100.0]% nor more than [___]% of the par amount of the Certificates. SEE “WINNING BIDDER’S REOFFERING YIELDS AND ESTABLISHING THE ISSUE PRICE.” INFORMATION AVAILABLE FROM PRELIMINARY OFFICIAL STATEMENT: Reference is made to the Preliminary Official Statement dated [_____ __, 2022] (the “Preliminary Official Statement”) for information as to the authorization and purpose of the Certificates; security for the Certificates; the Leased Property; the book-entry system, transfer, exchange and place of payment of the Certificates; the exclusion of the interest on the Certificates from federal and State of Colorado income taxation; and other information relating to the Certificates, the Site Lease, the Lease, the Indenture, the Leased Property and the City. ATTACHMENT 5 N.12.5 Packet Pg. 278 Attachment: Notice of Public Sale (as filed) (11517 : COPS) BIDCOMP/PARITY: Bids must be submitted electronically using BIDCOMP/PARITY no later than the time designated herein for the receipt of bids. During the electronic bidding, no bidder will see any other bidder’s bid nor the status of their bid relative to other bids (i.e., whether their bid is a leading bid). Bidders may change or withdraw their bids at any time up to the time designated herein. Electronic bids may only be submitted through BIDCOMP/PARITY. If any provisions in this Notice of Public Sale should conflict with information or terms provided or required by BIDCOMP/PARITY, this Notice of Public Sale (and any amendments hereto) shall control. BID PROPOSAL REQUIREMENTS: A prospective bidder must register electronically to bid for the Certificates via BIDCOMP/PARITY no later than 9:00 a.m. (Mountain Time), on [________, 2022]. A prospective bidder must register electronically to bid for the Certificates by completing the information required by BIDCOMP/PARITY. By registering to bid for the Certificates, a prospective electronic bidder represents and warrants to the City that such bidder’s bid for the purchase of the Certificates (if a bid is submitted in connection with the sale) is submitted for and on behalf of such prospective bidder by an officer or agent who is duly authorized to bind the prospective bidder to a legal, valid and enforceable contract for the purchase of the Certificates. By registering via BIDCOMP/PARITY to bid for the Certificates, a prospective bidder is not obligated to submit a bid in connection with the sale. Bids must be submitted electronically for the purchase of the Certificates by means of BIDCOMP/PARITY by [9:30] a.m., (Mountain Time), on [_______, 2022]. Prior to that time, an eligible prospective bidder may (1) input the proposed terms of its bid on BIDCOMP/PARITY, (2) modify the proposed terms of its bid, in which event the proposed terms as last modified will (unless the bid is withdrawn as described herein) constitute its bid for the Certificates, (3) send its proposed bid, or (4) withdraw its proposed bid. Once the bids are communicated electronically via BIDCOMP/PARITY, each bid will constitute an irrevocable offer to purchase the Certificates on the terms therein provided. Each prospective bidder shall be solely responsible to register to bid via BIDCOMP/PARITY as described above. Each qualified prospective bidder shall be solely responsible to make necessary arrangements to access BIDCOMP/PARITY for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice of Public Sale. Neither the City nor the City’s financial advisor Hilltop Securities Inc. (the “Financial Advisor”) shall have any duty or be obligated to undertake such registration to bid for any prospective bidder or to provide or assure such access to any qualified prospective bidder, and neither the City nor the Financial Advisor shall be responsible for a bidder’s failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by, BIDCOMP/PARITY. The City is using BIDCOMP/PARITY as communication mechanisms, and not as the City’s agents, to conduct the electronic bidding for the Certificates. Each bidder is required to transmit electronically via BIDCOMP/PARITY an unconditional bid specifying the lowest rate or rates of interest and the premium, or discount, as applicable, at which the bidder will purchase the Certificates. Each bid must be for all the Certificates herein offered for sale. ATTACHMENT 5 N.12.5 Packet Pg. 279 Attachment: Notice of Public Sale (as filed) (11517 : COPS) For informational purposes only, the electronic bid will show the effective interest rate for the Certificates represented on a TIC basis, as described under “BASIS OF AWARD” below, represented by the rate or rates of interest and the bid price specified in the bid. No bid will be received after the time for receiving such bids specified above. Further information about BIDCOMP/PARITY, including any fees charged, may be obtained from such entity as follows: Bidcomp/Parity, 1359 Broadway, 2nd Floor, New York, New York 10018; telephone (212) 404-8153; fax (212) 849-5021. WINNING BIDDER’S REOFFERING YIELDS AND ESTABLISHING THE ISSUE PRICE: At or before [10:30] a.m. Mountain Time on [______, 2022], the winning bidder (or manager of the purchasing account) for the Certificates must provide to the City Manager and the Financial Advisor the initial offering price and yield to the public. The winning bidder shall assist the City in establishing the issue price of the Certificates for federal income tax purposes and shall execute and deliver to the City at Closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Certificates, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, in a form acceptable to the City and Butler Snow LLP (“Bond Counsel”). All actions to be taken by the City under this Notice of Public Sale to establish the issue price of the Certificates may be taken on behalf of the City by the Financial Advisor and any notice or report to be provided to the City may be provided to the Financial Advisor. The City intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Certificates) will apply to the initial sale of the Certificates (the “competitive sale requirements”) because: (i) the City will disseminate this Notice of Public Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (ii) all bidders will have an equal opportunity to bid; (iii) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (iv) the City anticipates awarding the sale of the Certificates to the bidder who submits a firm offer to purchase the Certificates at the highest price (or lowest interest cost), as set forth in this Notice of Public Sale. Any bid submitted pursuant to this Notice of Public Sale shall be considered a firm offer for the purchase of the Certificates, as specified in the bid. ATTACHMENT 5 N.12.5 Packet Pg. 280 Attachment: Notice of Public Sale (as filed) (11517 : COPS) In the event that the competitive sale requirements are not satisfied, the City shall so advise the winning bidder. The City may determine to treat (i) the first price at which 10% of a maturity of the Certificates (the “10% test”) is sold to the public as the issue price of that maturity and/or (ii) the initial offering price to the public as of the sale date of any maturity of the Certificates as the issue price of that maturity (the “hold-the-offering-price rule”), in each case applied on a maturity- by-maturity basis (and if different interest rates apply within a maturity, to each separate CUSIP number within that maturity). The winning bidder shall advise the City if any maturity of the Certificates satisfies the 10% test as of the date and time of the award of the Certificates. The City shall promptly advise the winning bidder, at or before the time of award of the Certificates, which maturities (and if different interest rates apply within a maturity, which separate CUSIP number within that maturity) of the Certificates shall be subject to the 10% test or shall be subject to the hold-the-offering-price rule. Bids will not be subject to cancellation in the event that the City determines to apply the hold-the-offering-price rule to any maturity of the Certificates. Bidders should prepare their bids on the assumption that some or all of the maturities of the Certificates will be subject to the hold-the-offering-price rule in order to establish the issue price of the Certificates. By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Certificates to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Certificates, that the underwriters will neither offer nor sell unsold Certificates of any maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (A) the close of the fifth (5th) business day after the sale date; or (B) the date on which the underwriters have sold at least 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public. The winning bidder shall promptly advise the City when the underwriters have sold 10% of that maturity of the Certificates to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each maturity of the Certificates, the winning bidder agrees to promptly report to the City the prices at which the unsold Certificates of that maturity have been sold to the public. That reporting obligation shall continue, whether or not the Closing Date, as set forth in the Official Statement, has occurred, until the 10% test has been satisfied as to the Certificates of that maturity or until all Certificates of that maturity have been sold. The City acknowledges that, in making the representation set forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with the hold-the- offering-price rule, as set forth in an agreement among underwriters and the related pricing wires, ATTACHMENT 5 N.12.5 Packet Pg. 281 Attachment: Notice of Public Sale (as filed) (11517 : COPS) (ii) in the event a selling group has been created in connection with the initial sale of the Certificates to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Certificates to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the- offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Certificates. By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the Certificates of that maturity or all Certificates of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among underwriters relating to the initial sale of the Certificates to the public, together with the related pricing wires, contains or will contain language obligating each underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Certificates to the public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the public the unsold Certificates of each maturity allotted to it until it is notified by the winning bidder or such underwriter that either the 10% test has been satisfied as to the Certificates of that maturity or all Certificates of that maturity have been sold to the public and (B) comply with the hold-the- offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder or such underwriter and as set forth in the related pricing wires. Sales of any Certificates to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Notice of Public Sale. Further, for purposes of this Notice of Public Sale: (i) “public” means any person other than an underwriter or a related party, (ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Certificates to the public (including a member of a selling group ATTACHMENT 5 N.12.5 Packet Pg. 282 Attachment: Notice of Public Sale (as filed) (11517 : COPS) or a party to a retail distribution agreement participating in the initial sale of the Certificates to the public), (iii) a purchaser of any of the Certificates is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and (iv) “sale date” means the date that the Certificates are awarded by the City to the winning bidder. GOOD FAITH DEPOSIT: A good faith deposit in the amount of $[______] will be required to be made by the apparent winning bidder after the bids have been received. The apparent winning bidder will be required to wire the good faith deposit to the City no later than [1:00] p.m. Mountain Time on [_______, 2022]. The Financial Advisor will contact the apparent winning bidder and request the apparent winning bidder to wire such good faith deposit and the apparent winning bidder shall provide the federal wire reference number of such good faith deposit to the Financial Advisor by [1:00] p.m. Mountain Time on [_______, 2022]. Wire information shall be provided by the City upon award. The Certificates will not be officially awarded to a bidder until such time as the bidder has provided a federal wire reference number for the good faith deposit to the Financial Advisor. No interest on the good faith deposit will accrue to any bidder. The good faith deposit of the winning bidder for the Certificates will be applied to the purchase price of the Certificates. In the event the winning bidder for the Certificates fails to honor its accepted bid, the good faith deposit plus any interest accrued on the good faith deposit will be retained by the City. Any investment income earned on the good faith deposit will not be credited to the successful bidder on the purchase price of the Certificates. SALE RESERVATIONS: The City reserves the right (1) to reject any and all bids for the Certificates, (2) to reoffer the Certificates for sale as provided by law, and (3) to waive any irregularity or informality in any bid. In addition, the City reserves the privilege of changing the date and/or time of sale of the Certificates. If the City changes the date and/or time of the sale of the Certificates, this Notice of Public Sale shall remain effective, except as amended by communication or other amendment communicated to potential bidders. ATTACHMENT 5 N.12.5 Packet Pg. 283 Attachment: Notice of Public Sale (as filed) (11517 : COPS) If bids are not taken on [_______, 2022], or if all bids are rejected on [_______, 2022], the City may reoffer the Certificates for sale at any time thereafter. BASIS OF AWARD: Subject to the sale reservations and limitations set forth herein, the Certificates will be sold to the responsible bidder making the best bid therefor. The best bid(s) will be determined by computing the actuarial yield on the Certificates (i.e., using an actuarial or true interest cost method) for each bid received. “True interest cost” on the Certificates as used herein means that yield which if used to compute the present worth as of the estimated delivery date of the Certificates of all payments of principal and interest to be made on such series of the Certificates from the estimated delivery date to their respective maturity dates (or mandatory sinking fund redemption dates), using the interest rates specified in the bid and the principal amounts specified in the Maturity Schedule, produces an amount equal to the principal amount of the Certificates, less any discount or plus any premium bid. All interest calculations and the calculation of the best bid shall be based on a 360-day year and a semiannual compounding interval. If an award is made, it will be made to the bidder whose bid results in the lowest true interest cost, i.e., to the bidder making the bid resulting in the lowest true interest cost on the Certificates. If two or more equal bids for the Certificates are received and such equal bids are the best bids received, the City will determine which bid will be accepted. TIME OF AWARD: The Council has authorized certain designated officers, on behalf of the City, to accept the best responsible bid for the purchase of the Certificates, and to accept such bid, for and in the name of the City, by notice to the winning bidder. The City will award the Certificates or reject all bids not later than 24 hours after the expiration of the time herein specified for the receipt of bids unless such time of award is waived by the winning bidder. MANNER AND TIME OF DELIVERY: The good faith deposit of the winning bidder will be credited to the purchaser at the time of delivery of the Certificates (without accruing interest). If the winning bidder for the Certificates fails or neglects to complete the purchase of the Certificates when the Certificates are made ready and are tendered for delivery, the amount of the good faith deposit will be forfeited (as liquidated damages for noncompliance with the bid) to the City, except as hereinafter provided. In that event, the Council may reoffer the Certificates for sale as provided by law. The purchaser will not be required to accept delivery of any of the Certificates if they are not tendered for delivery within 60 days from the date herein stated for opening bids. If the Certificates are not so tendered within said period of time, the good faith deposit, if any, will be returned to the purchaser upon its request (without accruing interest). The City contemplates, however, effecting delivery of the Certificates to the purchaser through DTC on or about [________, 2022]. PAYMENT: The winning bidder or bidders will be required to make payment of the balance due for the Certificates at a bank or trust company designated by the City Manager. Payment of the balance of the purchase price due at delivery must be made in Federal Reserve Funds or other funds acceptable to the City for immediate and unconditional credit to the City. The Certificates will be delivered at the office of The Depository Trust Company in New York, New York, on confirmation by the City of receipt of the balance of the purchase price. ATTACHMENT 5 N.12.5 Packet Pg. 284 Attachment: Notice of Public Sale (as filed) (11517 : COPS) CUSIP NUMBERS: CUSIP numbers will be ordered by the Financial Advisor and will be paid for by the City as a cost of issuance. CUSIP numbers will be printed on the Certificates. If a wrong number is imprinted on any Certificate or if a number is not printed thereon, any such error or omission will not constitute cause for the winning bidder to refuse delivery of any Certificate. OFFICIAL STATEMENT: The City has prepared the Preliminary Official Statement, which is deemed by the City to be final as of its date for purposes of allowing bidders to comply with Rule 15c2-12(b)(1) of the Securities and Exchange Commission (the “Rule”), except for the omission of certain information as permitted by the Rule. The Preliminary Official Statement is subject to revision, amendment and completion in a Final Official Statement, as defined below. Copies of the Preliminary Official Statement and other information concerning the City and the Certificates may be obtained prior to the sale from the sources listed under “INFORMATION” below. The City will, as soon as practicable after the award of the Certificates to the winning bidder, update the information contained in the Preliminary Official Statement to the date of the award, and such updated Preliminary Official Statement will constitute the “Final Official Statement” relating to the Certificates. The City authorizes the winning bidder to distribute the Final Official Statement in connection with the offering of the Certificates. The City will provide to the winning bidder an amount not to exceed [__] copies of the Final Official Statement on or before the seventh business day following the date of the award of the Certificates to the winning bidder. The winning bidder may obtain additional copies of the Final Official Statement at its expense. The Final Official Statements will be delivered to the winning bidder at the offices of the Financial Advisor at the address listed below (see “INFORMATION” herein). If the winning bidder fails to pick up the Final Official Statements at the offices of the Financial Advisor, the Final Official Statements will be forwarded to the winning bidder by mail or another delivery service mutually agreed to between the winning bidder and the Financial Advisor. For a period beginning on the date of the Final Official Statement and ending 25 days following the date the winning bidder shall no longer hold for sale any of the Certificates, if any event concerning the affairs, properties or financial condition of the City shall occur as a result of which it is necessary to supplement the Final Official Statement in order to make the statements therein, in light of the circumstances existing at such time, not misleading, the City shall notify the winning bidder of any such event of which the City Manager has actual knowledge and shall cooperate fully in preparation and furnishing of any supplement to the Final Official Statement necessary, in the reasonable opinion of the City or the winning bidder, so that the statements therein as so supplemented will not be misleading in the light of the circumstances existing at such time. SECONDARY MARKET DISCLOSURE UNDERTAKING: Pursuant to Securities and Exchange Commission Rule 15c2-12, the City will undertake to provide notice of the occurrence of certain listed events. A form of the undertaking is set forth as an appendix to the Preliminary Official Statement. ATTACHMENT 5 N.12.5 Packet Pg. 285 Attachment: Notice of Public Sale (as filed) (11517 : COPS) TRANSCRIPT AND LEGAL OPINION: The validity and enforceability of the Certificates will be approved by Butler Snow LLP, Denver, Colorado, as Special Counsel. The purchaser will receive a transcript of legal proceedings, which will include, among other documents: • A certificate executed by officials of the City stating that there is no litigation pending affecting the validity of the Certificates as of the date of their delivery; • A certificate executed by the City Manager, Financial Officer or other authorized official of the City stating that, to the best of such person’s knowledge, the Final Official Statement as of its date did not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements made in the Final Official Statement, in the light of the circumstances under which they were made, not misleading, subject to the condition that while information in the Final Official Statement obtained from sources other than the City is not guaranteed as to accuracy, completeness, or fairness, such person has no reason to believe and does not believe that such information is materially inaccurate, incomplete or misleading, and that, to the best of such person’s knowledge, since the date of the Final Official Statement no event has occurred which would cause the Final Official Statement as of the date of the delivery of the Certificates to contain any untrue statement of a material fact or to omit to state any material fact necessary to make the statements made in the Final Official Statement, in the light of the circumstances under which they were made, not misleading (provided that, if between the date of the public sale of the Certificates and the date of delivery of the Certificates, any event should occur or be discovered which would cause the Final Official Statement to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the purchaser thereof, and if in the opinion of the City or the purchaser such event requires the preparation and publication of a supplement or amendment to the Final Official Statement, the City, at its sole expense, will supplement or amend the Final Official Statement in a form and in a manner approved by the purchaser and by Butler Snow LLP, Denver, Colorado, as Special Counsel to the City); • The opinion of Butler Snow LLP as to the validity, enforceability and tax- exempt status of interest on the Certificates, a form of which is set forth as Appendix [_] to the Preliminary Official Statement. ATTACHMENT 5 N.12.5 Packet Pg. 286 Attachment: Notice of Public Sale (as filed) (11517 : COPS) GOVERNING LAW AND VENUE: This Notice of Public Sale and the contract formed when the City accepts the winning bid is governed by the laws of the State of Colorado. By submitting a bid, each bidder consents to the exclusive jurisdiction of any court of the State of Colorado located in Larimer County or the United States District Court for the State of Colorado for the purpose of any suit, action or other proceeding arising under this Notice of Public Sale, and each bidder hereby irrevocably agrees that all claims in respect of any such suit, action or proceeding may be heard and determined by such court. Each bidder further agrees that service of process in any such action commenced in such state or federal court shall be effective on such bidder by deposit of the same as registered mail addressed to the bidder at the address set forth in the bid submitted by the bidder. INFORMATION: This Notice of Public Sale, the Preliminary Official Statement, the official bid form and other information concerning the City and the Certificates may be obtained from the City Manager, City of Fort Collins, 215 N. Mason Street, 2nd Floor, Fort Collins, Colorado 80522 (telephone (970) 221-6795, or from the City’s Financial Advisor, Hilltop Securities Inc., 8055 E. Tufts Avenue, Suite 500, Denver, Colorado, 80237, phone (303) 771-1678. Dated [________, 2022]. /s/ City Manager ATTACHMENT 5 N.12.5 Packet Pg. 287 Attachment: Notice of Public Sale (as filed) (11517 : COPS) EXHIBIT A CITY OF FORT COLLINS, COLORADO CERTIFICATES OF PARTICIPATION SERIES 2022 - $[PAR]* (FOR USE WHEN COMPETITIVE SALE REQUIREMENTS ARE SATISFIED) ISSUE PRICE CERTIFICATE The undersigned, on behalf of [NAME OF UNDERWRITER] (“[SHORT NAME OF UNDERWRITER]”), hereby certifies as set forth below with respect to the sale of the above-captioned obligations (the “Certificates”). 1. Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the reasonably expected initial offering prices of the Certificates to the Public by [SHORT NAME OF UNDERWRITER] are the prices listed in Schedule A (the “Expected Offering Prices”). The Expected Offering Prices are the prices for the Maturities of the Certificates used by [SHORT NAME OF UNDERWRITER] in formulating its bid to purchase the Certificates. Attached as Schedule B is a true and correct copy of the bid provided by [SHORT NAME OF UNDERWRITER] to purchase the Certificates. (b) [SHORT NAME OF UNDERWRITER] was not given the opportunity to review other bids prior to submitting its bid.** (c) The bid submitted by [SHORT NAME OF UNDERWRITER] constituted a firm offer to purchase the Certificates. 2. Defined Terms. (a) Issuer means the City of Fort Collins, Colorado. (b) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. *Subject to change. ** Treas. Reg. §1.148-1(f)(3)(i)(B) requires that all bidders have an equal opportunity to bid to purchase Certificates. If the bidding process affords an equal opportunity for bidders to review other bids prior to submitting their bids, then this representation should be modified to describe the bidding process. ATTACHMENT 5 N.12.5 Packet Pg. 288 Attachment: Notice of Public Sale (as filed) (11517 : COPS) (d) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public). 3. Yield. The yield on the Certificates has been calculated to be not less than ___%. The ___ maturities were treated as having been redeemed on the optional redemption date that produces the lowest yield on such maturities. 4. Weighted Average Maturity. The weighted average maturity of the Certificates has been calculated to be ____ years. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [SHORT NAME OF UNDERWRITER]’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Certificates, and by Butler Snow LLP in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. [UNDERWRITER] By: ______________________________________ Name: ____________________________________ Dated: [ISSUE DATE] ATTACHMENT 5 N.12.5 Packet Pg. 289 Attachment: Notice of Public Sale (as filed) (11517 : COPS) CITY OF FORT COLLINS, COLORADO CERTIFICATES OF PARTICIPATION SERIES 2022 - $[PAR]* (FOR USE WHEN COMPETITIVE SALE REQUIREMENTS ARE NOT SATISFIED TO BE ADJUSTED BY BOND COUNSEL AS APPLICABLE) ISSUE PRICE CERTIFICATE The undersigned, on behalf of [NAME OF UNDERWRITER/REPRESENTATIVE] [“[SHORT NAME OF UNDERWRITER]”)][the “Representative”)][, on behalf of itself and [NAMES OF OTHER UNDERWRITERS] (together, the “Underwriting Group”),] hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Certificates”). (1) [If all maturities satisfy the 10% test on the sale date:] Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the Certificates, the first price at which at least 10% of such Maturity of the Certificates was sold to the Public is the respective price listed in Schedule A. [If only some of the maturities satisfy the 10% test on the sale date:] As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. (2) Initial Offering Price of the [Certificates][Hold-the-Offering-Price Maturities]. (a) [If all maturities use hold-the-offering-price rule:][SHORT NAME OF UNDERWRITER][The Underwriting Group] offered the Certificates to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. [If selected maturities use hold-the-offering-price rule:][SHORT NAME OF UNDERWRITER][The Underwriting Group] offered the Hold-the- Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Certificates is attached to this certificate as Schedule B. (b) [If all maturities use hold-the-offering-price rule:]As set forth in the Notice of Sale and bid award, [SHORT NAME OF UNDERWRITER][the members of the Underwriting Group] [has][have] agreed in writing that, (i) for each Maturity of the Certificates, [it][they] would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail *Subject to change. ATTACHMENT 5 N.12.5 Packet Pg. 290 Attachment: Notice of Public Sale (as filed) (11517 : COPS) distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Certificates at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period. [If selected maturities use hold-the-offering-price rule:] As set forth in the Notice of Sale and bid award, [SHORT NAME OF UNDERWRITER][the members of the Underwriting Group] [has][have] agreed in writing that, (i) for each Maturity of the Hold-the- Offering-Price Maturities, [it][they] would neither offer nor sell any of the Certificates of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker-dealer who is a party to the retail distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Certificates during the Holding Period. (3) Defined Terms. (a) General Rule Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “General Rule Maturities.” (b) Hold-the-Offering-Price Maturities means those Maturities of the Certificates listed in Schedule A hereto as the “Hold-the-Offering-Price Maturities.” (c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date ([DATE]), or (ii) the date on which [SHORT NAME OF UNDERWRITER][the Underwriters] [has][have] sold at least 10% of such Hold-the-Offering- Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Issuer means the City of Fort Collins, Colorado. (e) Maturity means Certificates with the same credit and payment terms. Certificates with different maturity dates, or Certificates with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Certificates. The Sale Date of the Certificates is [______, 2022]. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to ATTACHMENT 5 N.12.5 Packet Pg. 291 Attachment: Notice of Public Sale (as filed) (11517 : COPS) participate in the initial sale of the Certificates to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Certificates to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Certificates to the Public). (4) Yield. The yield on the Certificates has been calculated to be not less than ___%. The ___ maturities were treated as having been redeemed on the optional redemption date that produces the lowest yield on such maturities. (5) Weighted Average Maturity. The weighted average maturity of the Certificates has been calculated to be ____ years. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents [NAME OF UNDERWRITING FIRM][the Representative’s] interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Certificates, and by Butler Snow LLP in connection with rendering its opinion that the interest on the Certificates is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Certificates. [UNDERWRITER][REPRESENTATIVE] By: Name: Dated: [ISSUE DATE] ATTACHMENT 5 N.12.5 Packet Pg. 292 Attachment: Notice of Public Sale (as filed) (11517 : COPS) SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES (Attached) ATTACHMENT 5 N.12.5 Packet Pg. 293 Attachment: Notice of Public Sale (as filed) (11517 : COPS) SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) ATTACHMENT 5 N.12.5 Packet Pg. 294 Attachment: Notice of Public Sale (as filed) (11517 : COPS) Draft - 5/11/22 PRELIMINARY OFFICIAL STATEMENT DATED [JUNE 30], 2022 NEW ISSUE RATING: Moody’s: “[__]” BOOK-ENTRY ONLY See “RATING” In the opinion of Butler Snow LLP, Special Counsel, assuming continuous compliance with certain covenants described herein, the portion of the Base Rentals which is designated in the Lease as interest on the 2022 Certificates is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the 2022 Certificates (the “Tax Code”), is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the 2022 Certificates as described herein. See “TAX MATTERS.” $15,060,000 * CERTIFICATES OF PARTICIPATION, SERIES 2022 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of March 21, 2019, as amended, between U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture, as lessor, and the CITY OF FORT COLLINS, COLORADO, as lessee Dated: Date of Delivery Due: December 1, as shown herein The Certificates of Participation, Series 2022 (the “2022 Certificates”) evidence a proportionate interest in the base rentals and certain other revenues under an annually renewable Lease Purchase Agreement dated as of March 21, 2019, as amended by the First Amendment to Lease Purchase Agreement dated as of [July 21], 2022 (together, the “Lease”), between U.S. Bank Trust Company National Association, as successor in interest to U.S. Bank National Association, solely in its capacity as trustee under the Indenture (the “Trustee”), as lessor, and the City of Fort Collins, Colorado, as lessee (the “City”). The 2022 Certificates are being executed and delivered pursuant to an Indenture of Trust dated as of March 21, 2019, as amended by the First Supplement to Indenture of Trust dated as of [July 21], 2022 (together, the “Indenture”), which will be executed by the Trustee. The 2022 Certificates will be issued as fully registered certificates and are initially to be registered in the name of “Cede & Co.” as nominee for The Depository Trust Company (“DTC”), which is acting as the securities depository for the 2022 Certificates. Purchases by Beneficial Owners (as defined herein) are to be made in book-entry form in denominations of $5,000 or any integral multiple thereof. Beneficial Owners will not receive certificates evidencing their interest in the 2022 Certificates. The principal of, premium, if any, and interest on the 2022 Certificates are payable to DTC, which will remit such payments to DTC Participants, as defined herein, who in turn will remit such payments to Beneficial Owners of the 2022 Certificates. See “THE 2022 CERTIFICATES--Book-Entry Only System.” Interest on the 2022 Certificates will be payable semiannually on June 1 and December 1, commencing on *Subject to change. ATTACHMENT 6 N.12.6 Packet Pg. 295 Attachment: Preliminary Official Statement (draft) (11517 : COPS) [December 1], 2022. Principal on the 2022 Certificates is payable on the dates shown on the inside cover unless the 2022 Certificates are redeemed prior thereto as more fully described in this Official Statement. The maturity schedule for the 2022 Certificates appears on the inside cover page of this Official Statement. The 2022 Certificates are subject to optional redemption prior to maturity at the option of the City as described in “THE 2022 CERTIFICATES--Redemption Provisions.” At the option of the winning bidder, the 2022 Certificates may also be subject to mandatory sinking fund redemption. The 2022 Certificates are also subject to extraordinary mandatory redemption upon the occurrence of certain events as described in “THE 2022 CERTIFICATES--Redemption Provisions - Extraordinary Mandatory Redemption.” The proceeds from the issuance of the 2022 Certificates will be used to: (i) acquire the real property on which the Hughes Stadium previously existed; (ii) acquire and install certain irrigation improvements for the Southridge Golf Course; (iii) construct and install a fleet maintenance facility; (iv) miscellaneous additional projects that benefit the inhabitants of the City (collectively, the “Project”); and (v) pay the costs of issuing the 2022 Certificates. See “SOURCES AND USES OF FUNDS--The Project.” See “SOURCES AND USES OF FUNDS.” Neither the Lease nor the 2022 Certificates constitute a general obligation, a multiple fiscal year direct or indirect debt or other financial obligation or indebtedness of the City within the meaning of any constitutional, statutory or charter debt limitation. None of the Lease, the Indenture or the 2022 Certificates directly or indirectly obligates the City to make any payments beyond those appropriated for any fiscal year in which the Lease may be in effect. Except to the extent payable from the proceeds of the 2022 Certificates and income from the investment thereof, from the Net Proceeds (as defined herein), or from other amounts made available under the Indenture, the 2022 Certificates are payable during the lease term solely from Base Rentals payable to the Trustee under the Lease and the income from certain investments under the Indenture. All payment obligations of the City under the Lease are from year to year only. The Lease is subject to annual renewal by the City. Upon termination of the Lease, the 2022 Certificates will be payable solely from moneys, if any, held by the Trustee under the Indenture and any amounts resulting from the exercise of various remedies by the Trustee under the Site Lease, the Lease and the Indenture, all as more fully described herein. This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision and should give particular attention to the section entitled “CERTAIN RISK FACTORS.” The 2022 Certificates are offered when, as, and if executed and delivered and subject to the approval of legality of the 2022 Certificates by Butler Snow LLP, Denver, Colorado, Special Counsel, and certain other conditions. Butler Snow LLP also has acted as special counsel to the City in connection with this Official Statement. The City Attorney will pass upon certain legal matters for the City. Hilltop Securities Inc., Denver, Colorado, is acting N.12.6 Packet Pg. 296 Attachment: Preliminary Official Statement (draft) (11517 : COPS) as Municipal Advisor to the City. It is expected that the Certificates will be available for delivery through the facilities of DTC, on or about [July 21], 2022.* * Subject to change. N.12.6 Packet Pg. 297 Attachment: Preliminary Official Statement (draft) (11517 : COPS) MATURITY SCHEDULE * (CUSIP 6-digit issuer number: [__]) $15,060,000* CERTIFICATES OF PARTICIPATION, SERIES 2022 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of March 21, 2019, as amended, between U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture, as lessor, and the CITY OF FORT COLLINS, COLORADO, as lessee Maturing (December 1) Principal Amount Interest Rate Price or Yield CUSIP© Issue Number Maturing (December 1) Principal Amount Interest Rate Price or Yield CUSIP© Issue Number 2022 2030 $1,345,000 2023 $955,000 2031 1,415,000 2024 1,000,000 2032 1,485,000 2025 1,055,000 2033 560,000 2026 1,105,000 2034 585,000 2027 1,155,000 2035 610,000 2028 1,220,000 2036 630,000 2029 1,285,000 2037 655,000 * Subject to change. © Copyright 2022, CUSIP Global Services. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. The CUSIP numbers are provided for convenience only. The City takes no responsibility for the accuracy of the CUSIP numbers. N.12.6 Packet Pg. 298 Attachment: Preliminary Official Statement (draft) (11517 : COPS) USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement, which includes the cover page, the inside cover page and the appendices, does not constitute an offer to sell or the solicitation of an offer to buy any of the 2022 Certificates in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer, salesperson, or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the 2022 Certificates, and if given or made, such information or representations must not be relied upon as having been authorized by the City. The City maintains an internet website; however, the information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the 2022 Certificates. The information set forth in this Official Statement has been obtained from the City and from the sources referenced throughout this Official Statement, which the City believes to be reliable. No representation is made by the City, however, as to the accuracy or completeness of information provided from sources other than the City. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions, or that they will be realized. The information, estimates, and expressions of opinion contained in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the 2022 Certificates shall, under any circumstances, create any implication that there has been no change in the affairs of the City, or in the information, estimates, or opinions set forth herein, since the date of this Official Statement. This Official Statement has been prepared only in connection with the original offering of the 2022 Certificates and may not be reproduced or used in whole or in part for any other purpose. The 2022 Certificates have not been registered with the Securities and Exchange Commission due to certain exemptions contained in the Securities Act of 1933, as amended. The 2022 Certificates have not been recommended by any federal or state securities commission or regulatory authority, and the foregoing authorities have neither reviewed nor confirmed the accuracy of this document. THE PRICES AT WHICH THE 2022 CERTIFICATES ARE OFFERED TO THE PUBLIC BY THE INITIAL PURCHASER (AND THE YIELDS RESULTING THEREFROM) MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES OR YIELDS APPEARING ON THE INSIDE COVER PAGE HEREOF. IN ADDITION, THE INITIAL PURCHASER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS. IN ORDER TO FACILITATE DISTRIBUTION OF THE 2022 CERTIFICATES, THE INITIAL PURCHASER MAY ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICE OF THE 2022 CERTIFICATES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. N.12.6 Packet Pg. 299 Attachment: Preliminary Official Statement (draft) (11517 : COPS) CITY OF FORT COLLINS, COLORADO City Council Jeni Arndt, Mayor Emily Francis, Mayor Pro Tem Susan Gutowsky, Council Member Julie Pignataro, Council Member Tricia Canonico, Council Member Shirley Peel, Council Member Kelly Ohlson, Council Member City Staff Kelly DiMartino, Interim City Manager Kyle Stannert, Deputy City Manager Travis Storin, City Financial Officer Carrie Daggett, Esq., City Attorney MUNICIPAL ADVISOR TO THE CITY Hilltop Securities Inc. Denver, Colorado TRUSTEE, REGISTRAR AND PAYING AGENT U.S. Bank Trust Company National Association Denver, Colorado SPECIAL COUNSEL Butler Snow LLP Denver, Colorado N.12.6 Packet Pg. 300 Attachment: Preliminary Official Statement (draft) (11517 : COPS) -i- TABLE OF CONTENTS Page INTRODUCTION......................................................................................................................... 1 General ........................................................................................................................................ 1 The City ...................................................................................................................................... 1 Purpose ........................................................................................................................................ 2 The 2022 Certificates; Prior Redemption ................................................................................... 2 The Leased Property ................................................................................................................... 2 Security for the Certificates; Termination of Lease .................................................................... 4 Tax Status.................................................................................................................................... 7 Professionals ............................................................................................................................... 7 Continuing Disclosure Undertaking ........................................................................................... 8 Certain Risks to Owners of the Certificates ................................................................................ 8 Additional Information ............................................................................................................... 8 CERTAIN RISK FACTORS ....................................................................................................... 9 Nonappropriation ........................................................................................................................ 9 Effect of a Termination of the Lease Term ............................................................................... 10 Factors that Could Impact Value of Property if Lease is Terminated ...................................... 12 Limited Duration of Site Lease ................................................................................................. 14 Enforceability of Remedies; Liquidation Delays ...................................................................... 15 No Reserve Fund....................................................................................................................... 15 Effect of Termination on Exemption from Taxation and on Exemption from Registration .... 15 Condemnation Risk ................................................................................................................... 15 Casualty Risk ............................................................................................................................ 16 Insurance Risk ........................................................................................................................... 16 Future Changes in Laws............................................................................................................ 17 Forward-Looking Statements.................................................................................................... 17 Secondary Market ..................................................................................................................... 17 SOURCES AND USES OF FUNDS .......................................................................................... 18 Sources and Uses of Proceeds................................................................................................... 18 The Project ................................................................................................................................ 18 THE 2022 CERTIFICATES ...................................................................................................... 19 General ...................................................................................................................................... 19 Payment Provisions ................................................................................................................... 19 Redemption Provisions ............................................................................................................. 20 Tax Covenants .......................................................................................................................... 22 Defeasance and Discharge ........................................................................................................ 23 Book-Entry Only System .......................................................................................................... 23 BASE RENTALS SCHEDULE ................................................................................................. 25 SECURITY FOR THE CERTIFICATES ................................................................................ 26 General ...................................................................................................................................... 26 Additional Certificates .............................................................................................................. 27 N.12.6 Packet Pg. 301 Attachment: Preliminary Official Statement (draft) (11517 : COPS) Page -ii- CURRENT SOURCES OF AVAILABLE REVENUE ........................................................... 28 General ...................................................................................................................................... 28 Sources of General Fund Revenues .......................................................................................... 28 Collection and Enforcement of the City Sales and Use Tax ..................................................... 28 City General Fund Budget Summary and Comparison ............................................................ 38 History of City General Fund Revenues, Expenditures and Changes in Fund Balances ......... 38 THE CITY ................................................................................................................................... 41 Principal Officials ..................................................................................................................... 41 Employees; Labor Relations ..................................................................................................... 43 Pension Plans ............................................................................................................................ 43 Services Provided by Other Entities ......................................................................................... 44 RISK MANAGEMENT.............................................................................................................. 44 City Insurance Coverage ........................................................................................................... 44 Cybersecurity ............................................................................................................................ 44 Climate Change ......................................................................................................................... 44 CITY FINANCIAL OPERATIONS ......................................................................................... 46 Budget Process .......................................................................................................................... 46 Financial Statements ................................................................................................................. 46 Capital Improvement Program .................................................................................................. 46 CITY DEBT STRUCTURE ....................................................................................................... 48 Authority to Incur Debt ............................................................................................................. 48 Debt Structure of the City ......................................................................................................... 48 Other Obligations ...................................................................................................................... 49 ECONOMIC AND DEMOGRAPHIC INFORMATION ....................................................... 51 Population ................................................................................................................................. 51 Income....................................................................................................................................... 51 Employment .............................................................................................................................. 52 Major Employers ...................................................................................................................... 53 Building Permits ....................................................................................................................... 54 Foreclosure Activity.................................................................................................................. 54 Education .................................................................................................................................. 55 TAX MATTERS ......................................................................................................................... 56 LEGAL MATTERS .................................................................................................................... 59 Litigation ................................................................................................................................... 59 Sovereign Immunity.................................................................................................................. 59 Approval of Certain Legal Proceedings .................................................................................... 60 Certain Constitutional Limitations ............................................................................................ 60 Police Power ............................................................................................................................. 61 MUNICIPAL ADVISOR............................................................................................................ 61 INDEPENDENT AUDITORS ................................................................................................... 62 N.12.6 Packet Pg. 302 Attachment: Preliminary Official Statement (draft) (11517 : COPS) Page -iii- RATING....................................................................................................................................... 62 PUBLIC SALE ............................................................................................................................ 62 OFFICIAL STATEMENT CERTIFICATION ....................................................................... 62 APPENDIX A - Audited Basic Financial Statements of the City for the Fiscal Year Ended December 31, 2020......................................................... A-1 APPENDIX B - Certain Definitions and Document Summaries .............................................B-1 APPENDIX C - Book-Entry Only System ...............................................................................C-1 APPENDIX D - Form of Continuing Disclosure Certificate ................................................... D-1 APPENDIX E - Form of Opinion of Special Counsel ............................................................. E-1 N.12.6 Packet Pg. 303 Attachment: Preliminary Official Statement (draft) (11517 : COPS) -iv- INDEX OF TABLES NOTE: Tables marked with an (*) indicate Annual Financial Information to be updated pursuant to SEC Rule 15c2 12, as amended. See Appendix D - Form of Continuing Disclosure Certificate. The information to be updated may be reported in any format chosen by the City; it is not required that the format reflected in this Official Statement be used in future years. Further, the budget to actual comparison referenced below is to be satisfied with current year budget information found in the City’s audited financial statements only; no budget documents are required to be filed. Page Sources and Uses of Proceeds....................................................................................................... 18 Schedule of Base Rentals .............................................................................................................. 25 *History of City Sales and Use Tax Collections .......................................................................... 35 Comparison of Monthly Sales Tax Collections ............................................................................ 36 Comparison of Monthly Use Tax Collections .............................................................................. 36 *Ten Largest Sales and Use Tax Generators - 2021 ..................................................................... 37 *Budget to Actual Comparison - City General Fund.................................................................... 38 *General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances ............... 39 2019-2022 Capital Improvements................................................................................................. 47 Combined Statement of Debt as of April 15, 2022 ....................................................................... 49 Base Rentals Payable Pursuant to Other City Lease-Purchase Agreements................................. 50 Population ..................................................................................................................................... 51 Annual Per Capita Personal Income ............................................................................................. 51 Labor Force and Percent Unemployed ......................................................................................... 52 Average Number of Employees within Selected Industries – Larimer County............................ 53 Major Employers in the City of Fort Collins and Surrounding Area ........................................... 54 History of Building Permits Issued in the City of Fort Collins .................................................... 54 History of Foreclosures – Larimer County ................................................................................... 55 N.12.6 Packet Pg. 304 Attachment: Preliminary Official Statement (draft) (11517 : COPS) OFFICIAL STATEMENT $15,060,000 * CERTIFICATES OF PARTICIPATION, SERIES 2022 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of March 21, 2019, as amended, between U.S. BANK TRUST COMPANY NATIONAL ASSOCIATION, as successor in interest to U.S. BANK NATIONAL ASSOCIATION, solely in its capacity as trustee under the Indenture, as lessor, and the CITY OF FORT COLLINS, COLORADO, as lessee INTRODUCTION General This Official Statement, including the cover page and appendices, is furnished in connection with the execution, delivery and sale of $15,060,000* aggregate principal amount of Certificates of Participation, Series 2022 (the “2022 Certificates”). The 2022 Certificates evidence proportionate interests in the Base Rentals and other Revenues under an annually renewable Lease Purchase Agreement dated as of March 21, 2019 (the “Original Lease”), as amended by the First Amendment to Lease Purchase Agreement dated as of [July 21], 2022 (the “First Amendment,” and together with the Original Lease, the “Lease”), between U.S. Bank Trust Company National Association, as successor in interest to U.S. Bank National Association, Denver, Colorado, solely in its capacity as trustee (the “Trustee”) under the Indenture (defined below), as lessor, and the City of Fort Collins, Colorado, as lessee (the “City”). The 2022 Certificates will be executed and delivered pursuant to the terms of an Indenture of Trust executed by the Trustee and dated as of March 21, 2019 (the “Original Indenture”), as amended by the First Supplement to Indenture of Trust dated as of [July 21], 2022 (the “First Supplement,” and together with the Original Indenture, the “Indenture”). Certain of the capitalized terms used herein and not otherwise defined are defined in Appendix B to this Official Statement. The offering of the 2022 Certificates is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the 2022 Certificates. The following introductory material is only a brief description of and is qualified by the more complete information contained throughout this Official Statement. A full review should be made of the entire Official Statement and the documents summarized or described herein, particularly the section entitled “CERTAIN RISK FACTORS.” Detachment or other use of this “INTRODUCTION” without the entire Official Statement, including the cover page and appendices, is unauthorized. The City The City is a political subdivision of the State of Colorado (the “State”) founded in 1864 and incorporated as a statutory town on February 3, 1873. The City became a city of the second class on February 2, 1883, and existed in this form until September 16, 1913, when the City Charter (the “City Charter”) was adopted by a majority of the electors of the City acting * Subject to change. N.12.6 Packet Pg. 305 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 2 under the provisions of Article XX of the Constitution of the State. On October 5, 1954, the present City Charter was adopted authorizing a council-manager form of government. [The City had an estimated population of 174,836 as of August 2020] and is located approximately 65 miles north of Denver in north central Colorado just west of Interstate 25, the principal route between Denver, Colorado, and Cheyenne, Wyoming. The City is the county seat of Larimer County (the “County”). Colorado State University (the “University”) is located in the City, and students and staff at the University are a significant factor in the City’s economy. See “THE CITY.” Purpose The proceeds from the execution and delivery of the 2022 Certificates will be used to: (i) acquire the real property on which the Hughes Stadium previously existed; (ii) acquire and install certain irrigation improvements for the Southridge Golf Course; (iii) construct and install a fleet maintenance facility; (iv) miscellaneous additional projects that benefit the inhabitants of the City (collectively, the “Project”); and (v) pay the costs of issuing the 2022 Certificates. See “SOURCES AND USES OF FUNDS--The Project.” The 2022 Certificates; Prior Redemption General. The 2022 Certificates are issued solely as fully registered certificates in the denomination of $5,000, or any integral multiple thereof. The 2022 Certificates mature and bear interest (calculated based on a 360-day year consisting of twelve 30-day months) as set forth on the inside cover page hereof. The payment of principal and interest on the 2022 Certificates is described in “THE 2022 CERTIFICATES--Payment Provisions.” The 2022 Certificates initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which is acting as the securities depository for the 2022 Certificates. Purchases of the 2022 Certificates are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the 2022 Certificates. See “THE 2022 CERTIFICATES--Book- Entry Only System.” Redemption Provisions. The 2022 Certificates are subject to optional redemption prior to maturity at the direction of the City as described in “THE 2022 CERTIFICATES-- Redemption Provisions.” At the option of the winning bidder, certain of the 2022 Certificates may also be subject to mandatory sinking fund redemption. See the Notice of Public Sale dated [June 30], 2022. The 2022 Certificates are also subject to extraordinary mandatory redemption upon the occurrence of certain events as described in “THE CERTIFICATES--Redemption Provisions - Extraordinary Mandatory Redemption.” The Leased Property General. In 2019, the City and the Trustee entered into a Site and Improvement Lease dated March 21, 2019 (the “Original Site Lease”), and the Original Lease in order to finance a portion of the costs of improvements to a highway interchange and a portion of the costs of construction of a police training facility (collectively, the “2019 Project”). In connection N.12.6 Packet Pg. 306 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 3 with the Original Site Lease and the Original Lease, the Trustee executed and delivered $23,865,000 of Certificates of Participation, Series 2019 (the “2019 Certificates”) pursuant to the Original Indenture. The 2019 Certificates are currently outstanding in the principal amount of $21,245,000. The 2019 Certificates and the 2022 Certificates are referred to collectively as the “Certificates.” Pursuant to the Original Site Lease, the City leased to the Trustee the 2019 Sites (defined below) and the premises, buildings and improvements thereon (together, the “2019 Leased Property”). The City and the Trustee will enter into the First Amendment to Site and Improvement Lease dated as of [July 21], 2022 (the “First Site Lease Amendment,” and together with the Original Site Lease, the “Site Lease”). The 2019 Leased Property under the Original Site Lease and the Original Lease consists of the 2019 Site owned in fee title by the City (which consists of two parcels) and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage. Pursuant to the First Site Lease Amendment, real property owned by the City that presently serves as open space (the “2022 Sites”) and any buildings and improvements located thereon (as more particularly described in Exhibit A to the First Amendment to Lease, the “2022 Leased Property,” and together with the 2019 Leased Property, the “Leased Property”), will become part of the Leased Property leased to the Trustee pursuant to the Site Lease and the Lease. Pursuant to the Lease, the City will lease the Leased Property back from the trustee as further described herein. The Leased Property consists of: (i) open space; (ii) the Civic Center Office Building property; (iii) the Civic Center Parking Garage; and (iv) the Sites on which the Buildings are located (together, the 2019 Sites and 2022 Sites are referred to as the “Sites”). Each of the buildings and the Sites are discussed in more detail below. [McKee Parcels of Land / Coyote Ridge Natural Area]. The three McKee parcels of land, along with several other vacant parcels, are part of the Coyote Ridge Natural Area. The McKee parcels are located southwest of the City in unincorporated Larimer County. Each of the three McKee parcels are 320-acre rectangular parcels, and together they comprise a contiguous 960-acre rectangular parcel of land. The City acquired the McKee parcels in 1997 and has used those parcels as open space since acquisition. The McKee parcels do not contain any utilities or improvements. The City obtained an appraisal of the McKee parcels. As of April 20, 2022, the appraised market value of each individual parcel was $3,500,000, and the consolidated 960-acre parcel’s appraised market value was $10,000,000. Civic Center Office Building Property. The Civic Center Office Building (“Civic Center”) is a 71,515 square foot office building located in downtown Fort Collins. The Civic Center serves as the municipal administration building for the City and includes municipal court and administrative uses. The Civic Center was constructed in 2001 and was significantly remodeled in 2010. The Civic Center site consists of 95,793 square feet (2.199 acres) with 45 paved parking spots and bicycle parking. The site is fully landscaped. Civic Center Parking Garage. The Civic Center Parking Garage (the “Garage”) is a 305,572 square foot parking garage building built in 1999, including 15,629 net square feet of retail space fronting on North Mason Street. The Garage is a five-level reinforced concrete structure containing 905 parking spaces. The Garage Site consists of 75,446 square feet, 18,426 of which consists of leased land improved with the retail spaces. The retail spaces and the leased N.12.6 Packet Pg. 307 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 4 land improved with the retail space (referred to herein as the “Garage Retail”) do not constitute Leased Property. The City has allocated approximately 24.4% of the total value of the Garage and its site to the Garage Retail, resulting in a value of approximately $[__] for the portion of the Garage and its site that constitutes the Leased Property. Release and Substitution of Leased Property. As long as no Lease Event of Default or Event of Nonappropriation has occurred and is continuing, the City has the right to release any portion of the Leased Property and substitute other property in its place after satisfying the conditions set forth in the Lease. See Appendix B - Certain Definitions and Document Summaries--The Lease - Release and Substitution of Leased Property. Security for the Certificates; Termination of Lease General. The Certificates and the interest thereon are payable solely from the Trust Estate, which is comprised primarily of certain revenues (the “Revenues”) received under the Lease, which include: (a) all amounts payable by or on behalf of the City or with respect to the Leased Property pursuant to the Lease including, but not limited to, all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds (all as defined in Appendix B), but not including Additional Rentals; (b) any portion of the proceeds of the Certificates deposited into the Base Rentals Fund and the Construction Fund created under the Indenture; (c) any moneys which may be derived from any insurance in respect of the Certificates; and (d) any moneys and securities, including investment income, held by the Trustee in the Funds and Accounts established under the Indenture, including the Base Rentals Fund, the Construction Fund and the Costs of Execution and Delivery Fund (except for moneys and securities held in the Rebate Fund or any defeasance escrow account). Under the Indenture, the Trustee, for the benefit of the Owners of the Certificates, is to receive Base Rentals payable by the City under the Lease. The amount and timing of the Base Rentals are designed to provide sufficient money to the Trustee to pay the principal of and interest on the Certificates when due. The Trustee is to deposit to the Base Rentals Fund created under the Indenture all amounts payable by or on behalf of the City or with respect to the Leased Property pursuant to the Lease, including all Base Rentals, Prepayments, the Purchase Option Price and Net Proceeds. Neither the Lease nor the Certificates constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, statutory, or Charter debt limitation. Neither the Certificates nor the Lease will directly or indirectly obligate the City to make any payments other than those which may be appropriated by the City for each fiscal year. The Trustee does not have any obligation to and will not make any payments on the Certificates pursuant to the Lease or otherwise. Sources of Payment of Base Rentals. The Certificates and the interest thereon are payable solely from annually appropriated Base Rentals and other Revenues paid by the City under the Lease from any legally available funds of the City and from certain investment earnings and reserves, except to the extent payable from the “Net Proceeds,” which are defined to mean the proceeds of any performance or payment bonds or proceeds of insurance, including self-insurance, required by the Lease or proceeds from any condemnation award, or any proceeds derived from the exercise of any Lease Remedy or otherwise following termination of the Lease N.12.6 Packet Pg. 308 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 5 by reason of an Event of Nonappropriation or an Event of Lease Default, allocable to the Leased Property, less (a) all related expenses (including, without limitation, attorney’s fees and costs) incurred in the collection of such proceeds or award; and (b) all other related fees, expenses and payments due to the City and the Trustee. See “SECURITY FOR THE CERTIFICATES.” The City currently intends to budget, appropriate and pay the Base Rentals (and Additional Rentals, if any) allocable to the Certificates from legally available funds in its Capital Reserve Fund. Notwithstanding the foregoing, Base Rentals and Additional Rentals may be budgeted, appropriated and paid from any of the City’s available funds in the future, including legally available funds in the General Fund. However, no revenues of the City, including revenues received from the sources described below, are specifically pledged to pay Base Rentals. The major source of the moneys deposited into the City’s General Fund is the City’s base sales and use tax (the “Base Sales and Use Tax”), which is currently imposed at a rate of 2.25%. The City’s overall sales and use tax rate is 3.85%; however, portions of the total Sales and Use Tax are restricted to specific uses and are not deposited into the General Fund. As a result, the major source of legally available revenue is expected to be the Base Sales and Use Tax. See “CURRENT SOURCES OF AVAILABLE REVENUES” for a description of the City’s Sales Tax. With voter approval, the City may increase its sales and/or use tax rates in the future, including the Base Sales and Use Tax. Certain statutory and constitutional limitations limit the amount of Sales and Use Tax the City can collect. See “LEGAL MATTERS--Certain Constitutional Limitations” for a discussion of those limitations. No Reserve Fund. The Certificates will not be secured by a Reserve Fund, although the Indenture provides for the funding of a separate Reserve Fund upon the issuance of Additional Certificates, if required by the supplemental indenture authorizing the Additional Certificates. Termination of Lease; Annual Appropriation. The Lease constitutes a one-year lease of the Leased Property which is annually renewable for additional one-year terms as described in the Lease. The City must take action annually in order to renew the Lease term for another year. If the City fails to take such action, the Lease automatically will be terminated. The City’s decision to terminate its obligations under the Lease will be determined by the failure of the City Council of the City (the “City Council”) to specifically budget and appropriate moneys to pay all Base Rentals and reasonably estimated Additional Rentals for the ensuing Fiscal Year. The City Manager or other officer of the City at any time charged with the responsibility of formulating budget proposals is directed under the Lease to include in the annual budget proposal submitted to the City Council, in any year in which the Lease is in effect, items for all payments required under the Lease for the ensuing Renewal Term until such time, if any, as the City may determine to not renew and terminate the Lease. Notwithstanding this directive regarding the formulation of budget proposals, it is the intention of the City that any decision to effect an appropriation for the Base Rentals and Additional Rentals shall be made solely by the City Council and not by any other official of the City, as further provided in the Lease. If on or before the December 31 prior to the beginning of any Fiscal Year of the City, the City fails to budget and appropriate sufficient funds to pay all Base Rentals and all N.12.6 Packet Pg. 309 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 6 reasonably estimated Additional Rentals for the coming Fiscal Year, the City will be considered to have terminated the Lease (subject to certain waiver and cure provisions). Upon termination of the City’s obligations under the Lease, the Trustee may proceed to exercise certain remedies under the Site Lease, the Lease and the Indenture, including the lease or sublease of the Leased Property, the sale or assignment of any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property, or one or any combination of the steps described in the Lease. See “CERTAIN RISK FACTORS--Nonappropriation” and “CERTAIN RISK FACTORS--Effect of a Termination of the Lease Term.” See also Appendix B - Certain Definitions and Document Summaries--The Lease - Nonappropriation. The net proceeds resulting from the exercise of any remedies are required to be applied by the Trustee toward the payment of the Certificates. See “THE 2022 CERTIFICATES--Redemption Provisions – Extraordinary Mandatory Redemption.” The Site Lease; Termination of the Site Lease. The Leased Property will be leased by the City to the Trustee pursuant to the Site Lease. At the end of the term of the Site Lease, all right, title and interest of the Trustee, or any sublessee or assignee in and to the Leased Property will vest in the City. The Site Lease will terminate on the earliest to occur of the following: (a) the termination of the Lease Term as provided in the Lease due to the payment of the Purchase Option Price by the City, or upon payment by the City of all Base Rentals and Additional Rentals for the entire Lease Term; or (b) discharge of the Indenture as a result of the fact that all Certificates have been paid or have been deemed to have been paid as provided in the Indenture; or (c) December 31, 20[47]. The Leased Property will no longer be subject to the provisions of the Site Lease, the Lease or the Indenture upon the termination of the Site Lease. See “CERTAIN RISK FACTORS--Limited Duration of Site Lease” and Appendix B - Certain Definitions and Document Summaries--The Site Lease - Site Lease and Term. Release of Portion of Leased Property; Substitution of Leased Property. Pursuant to the Lease, the City may release the individual properties comprising the Leased Property in the order shown in the following table when the principal component of Base Rentals paid by the City, plus the principal amount of any Certificates redeemed through optional redemption, or the total principal amount of Certificates paid or deemed to be paid pursuant to the Indenture equals the amounts shown in the release schedule shown below. Leased Property to be Released: Total Certificate Principal Paid 2022 Leased Property Garage Civic Center When each component of the Leased Property is deemed to have been fully amortized, the Trustee will execute and deliver to the City all documents necessary to convey and transfer the applicable portion of the Leased Property (or any property substituted for that portion of the Leased Property pursuant to the Lease) to the City. Notwithstanding the foregoing, the fair value of the remaining Leased Property must be at least equal to 100% of the aggregate principal amount of the Certificates then Outstanding, as certified to the Trustee by the City. After such release and conveyance, the applicable portion of the Leased Property will no longer be a part of the Leased Property for any purpose of the Lease or the Indenture. See Appendix B - Certain Definitions and Document Summaries - Release of Portions of the Leased Property. N.12.6 Packet Pg. 310 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 7 In addition, so long as no Event of Default or Event of Nonappropriation has occurred and is continuing, the City shall be entitled to substitute any improved or unimproved real estate in place of the Leased Property after satisfying the conditions set forth in the Lease. See Appendix B - Certain Definitions and Document Summaries--The Lease - Substitution of Leased Property. Purchase Option Price. The City will have the option to purchase all of the Trustee’s leasehold interest in the Leased Property pursuant to the Lease and terminate the Site Lease and the Lease by paying the Purchase Option Price, which is equal to the amount necessary to pay all principal and interest due on all outstanding Certificates and any other amounts necessary to defease and discharge the Indenture, as provided in the Lease. See Appendix B - Certain Definitions and Document Summaries--The Lease - Purchase Option and Conditions for Purchase Option. The Trustee is required to use the Purchase Option Price to pay the principal, interest, and any premium on the Certificates. See “THE CERTIFICATES-- Redemption Provisions.” Additional Certificates. The Indenture permits the issuance of Additional Certificates without notice to or approval of the owners of the outstanding Certificates under the circumstances described in “SECURITY FOR THE CERTIFICATES--Additional Certificates.” Tax Status In the opinion of Butler Snow LLP, Special Counsel, assuming continuous compliance with certain covenants described herein, the portion of the Base Rentals which is designated in the Lease as interest and paid as interest on the 2022 Certificates is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the 2022 Certificates (the “Tax Code”), is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the Certificates. See “TAX MATTERS--Certificates.” Notwithstanding the foregoing, Special Counsel has disclaimed any opinion regarding the tax status of the 2022 Certificates after termination of the Lease. See “CERTAIN RISK FACTORS--Effect of Termination on Exemption from Taxation and on Exemption from Registration, “TAX MATTERS” and Appendix E. Professionals Butler Snow LLP, Denver, Colorado, has acted as Special Counsel to the City in connection with execution and delivery of the 2022 Certificates and has also acted as special counsel to the City in connection with the preparation of this Official Statement. The fees of Butler Snow LLP will be paid only from 2022 Certificate proceeds at closing. Certain legal matters will be passed on for the City by the City Attorney. Hilltop Securities Inc., Denver, Colorado, is acting as the municipal advisor to the City (the “Municipal Advisor”) in connection with the issuance of the 2022 Certificates. See “MUNICIPAL ADVISOR.” The City has appointed U.S. Bank Trust Company National Association, Denver, Colorado, to serve as Trustee. The City’s audited basic financial statements, attached as Appendix A to this Official Statement, have been audited by RSM US LLP, certified public accountants, Denver, Colorado, N.12.6 Packet Pg. 311 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 8 to the extent and for the period indicated in their report thereon. See “INDPENDENT AUDITORS.” Continuing Disclosure Undertaking The City will execute a continuing disclosure certificate (the “Disclosure Certificate”) at the time of the closing for the 2022 Certificates. The Disclosure Certificate will be executed for the benefit of the beneficial owners of the 2022 Certificates and the City will covenant in the Lease to comply with its terms. The Disclosure Certificate will provide that so long as the 2022 Certificates remain outstanding, the City will provide the following information to the Municipal Securities Rulemaking Board, through the Electronic Municipal Market Access system (“EMMA”): (i) annually, its audited financial statements; (ii) annually, certain financial information and operating data; and (iii) notice of the occurrence of certain listed events; all as specified in the Disclosure Certificate. The form of the Disclosure Certificate is attached hereto as Appendix D. Certain Risks to Owners of the Certificates Certain factors described in this Official Statement could affect the payment of Base Rentals under the Lease and could affect the market price of the Certificates to an extent that cannot be determined at this time. Each prospective investor should read this Official Statement in its entirety to make an informed investment decision, giving particular attention to the section entitled “CERTAIN RISK FACTORS.” Additional Information This introduction is only a brief summary of the provisions of the Certificates, the Indenture, the Lease, the Site Lease and other documents described herein; a full review of the entire Official Statement should be made by potential investors. Brief descriptions of the Project, the Leased Property, the City, the Certificates, the Indenture, the Lease and the Site Lease are included in this Official Statement. All references herein to the Certificates, the Lease, the Site Lease, the Indenture and other documents are qualified in their entirety by reference to such documents. This Official Statement speaks only as of its date and the information contained herein is subject to change without notice. Additional information and copies of the documents referred to herein are available from the City or the Municipal Advisor as follows: City of Fort Collins, Colorado Attention: Chief Financial Officer 215 North Mason, 2nd Floor Fort Collins, Colorado 80522 Telephone: (970) 221-6795 Hilltop Securities Inc. 8055 East Tufts Avenue, Suite 500 Denver, Colorado 80237 Telephone: (303) 771-1678. N.12.6 Packet Pg. 312 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 9 CERTAIN RISK FACTORS Investment in the Certificates involves certain risks. Each prospective investor in the Certificates is encouraged to read this Official Statement in its entirety and to give particular attention to the factors described below which could affect the payment of rentals under the Lease and could affect the market price or liquidity of the Certificates to an extent that cannot be determined at this time. The factors set forth below are not intended to provide an exhaustive list of the risks associated with the purchase of the Certificates. Nonappropriation Prospective purchasers of the Certificates must look to the ability of the City to pay Base Rentals pursuant to the Lease; such Base Rentals will provide funds for payment of principal and interest on the Certificates. The City is not obligated to pay Base Rentals or Additional Rentals under the Lease unless funds are budgeted and appropriated for such rentals by the City each year. If, prior to December 31 of each year, the City Council does not specifically budget and appropriate amounts sufficient to pay all Base Rentals for the next Fiscal Year, and to pay such Additional Rentals as are estimated to become due for the ensuing Fiscal Year, an “Event of Nonappropriation” occurs. If an Event of Nonappropriation occurs, the City will not be obligated to make payment of the Base Rentals or Additional Rentals which accrue after the last day of the Original or Renewal Term during which such Event of Nonappropriation occurs. Various political, legal and economic factors could lead to the nonappropriation of sufficient funds to make the payments under the Lease, and prospective investors should carefully consider any factors which may influence the budgetary process. There is no assurance that the Council will appropriate sufficient funds to renew the Lease each year and the City has no obligation to do so. In addition, the ability of the City to maintain adequate revenues for its operations and obligations in general (including obligations associated with the Lease) is dependent upon several factors outside the City’s control, such as the economy, collections of Sales Tax and changes in law. See “LEGAL MATTERS--Certain Constitutional Limitations,” “SECURITY FOR THE CERTIFICATES,” and “CITY FINANCIAL OPERATIONS.” The obligation of the City to pay Base Rentals and Additional Rentals is limited to those City funds that are specifically budgeted and appropriated annually by the Council for such purpose. The Lease directs the City Manager (or any other officer at any time charged with the responsibility of formulating budget proposals) to include, in the annual budget proposals submitted to the Council, items for all payments required under the Lease for the ensuing Fiscal Year, until such time (if any) as the Council determines that it will not renew the Lease. The Lease provides that it is the intention of the Council that any decision to renew the Lease is to be made solely by the Council in its absolute discretion and not by any other official of the City. See Appendix B - Certain Definitions and Document Summaries--The Lease - Nonappropriation by the City. Sources of the Base Rentals are Limited. The obligation of the City to pay Base Rentals and Additional Rentals is limited to those City funds that are specifically budgeted and appropriated annually by the City Council for such purpose. The Lease directs the City Manager (or any other officer at any time charged with the responsibility of formulating budget proposals) to include, in the annual budget proposals submitted to the City Council, items for all payments required under the Lease for the ensuing Fiscal Year, until such time (if any) as the City Council N.12.6 Packet Pg. 313 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 10 determines that it will not renew the Lease. The Lease provides that it is the intention of the City Council that any decision to renew the Lease is to be made solely by the City Council and not by any other official of the City. See Appendix B - Certain Definitions and Document Summaries-- The Lease - Nonappropriation by the City. Effect of a Termination of the Lease Term In the event of termination of the City’s obligations under the Lease upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, the City is required to vacate and surrender the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation or an Event of Lease Default has occurred. If an Event of Lease Default shall have occurred and remain uncured, the Trustee may take any of the following actions: (i) terminate the Lease Term and give notice to the City to vacate and surrender possession of the Leased Property which vacation and surrender the City agrees under the Lease to complete within sixty (60) days from the date of such notice (in the event the City does not vacate and surrender possession on the termination date, the “holdover tenant” provisions of the Lease shall apply); (ii) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property pursuant to the Site Lease; (iii) recover from the City (a) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable under the Lease, during any period in which the City continues to occupy, use or possess the Leased Property; and (b) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable by the City under the Lease during the remainder, after the City vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs; or (iv) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, the Lease and the Indenture. A potential purchaser of the Certificates should not assume that the amount of money received by the Trustee upon the exercise of its rights under the Site Lease, the Lease and the Indenture after a termination of the Lease Term will be sufficient to pay the aggregate principal amount of the Certificates then outstanding plus accrued interest thereon. This may be due to the inability to recover certain of the costs incurred in connection with the issuance of the Certificates. IF THE CERTIFICATES (INCLUDING ADDITIONAL CERTIFICATES) ARE REDEEMED SUBSEQUENT TO A TERMINATION OF THE LEASE TERM FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF AND ACCRUED INTEREST THEREON, SUCH PARTIAL PAYMENT WILL BE DEEMED TO CONSTITUTE A REDEMPTION IN FULL OF THE CERTIFICATES PURSUANT TO THE INDENTURE; AND UPON SUCH A PARTIAL PAYMENT, NO OWNER OF ANY CERTIFICATE WILL HAVE ANY FURTHER CLAIMS FOR PAYMENT UPON THE TRUSTEE OR THE CITY. Factors that May Cause Insufficiency of Expected Revenues Economic and Other Factors Beyond the Control of the City. Although the City is not obligated to pay Base Rentals and Additional Rentals from any particular revenue source, it is the current expectation of the City that Base Rentals and Additional Rentals will be paid (to N.12.6 Packet Pg. 314 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 11 the extent funds are appropriated therefor each year) from revenues in the City’s General Fund. See “CURRENT SOURCES OF AVAILABLE REVENUE.” The primary sources of revenue in the General Fund are derived from the City’s Base Sales and Use Tax. Sales and Use Tax revenues are subject to fluctuation, and may be impacted by adverse changes in national and local economic and financial conditions generally, reductions in the rates of employment and economic growth in the City, the County, the State and the region, a decrease in rates of population growth and rates of residential and commercial development in the City, the County, the State and the region and various other factors. Collections of Sales and Use Tax revenues are also subject to fluctuations in consumer spending. Such fluctuations cause Sales and Use Tax revenues to increase along with the increasing prices brought about by inflation, but also cause collections to be vulnerable to adverse economic conditions and reduced spending. Consequently, the rate of Sales Tax collections can be expected to correspond generally to economic cycles. The City has no control over general economic cycles and is unable to predict what general economic factors or cycles will occur while the Certificates remain outstanding. Existing Use of Property Tax Revenues. Ad valorem property tax revenues are another source of General Fund revenues. However, the majority of property tax revenues (68%) in the General Fund are required to be remitted to the Poudre Fire Authority (“PFA”) pursuant to an agreement between the City and the PFA for firefighting services. The portion of the property tax revenue required to be remitted to the PFA are not legally available to pay Base Rentals under the Lease. Tax Increment Areas. The City has formed an Urban Renewal Authority (the “URA”) which has established several redevelopment areas within the City and has also formed a Downtown Development Authority (the “DDA”). Two of the URA plan areas receive only property tax increment as does the DDA. The third redevelopment area, the Foothills redevelopment area, receives both property tax and sales tax increment for a 25-year period (through 2038). The Foothills plan area was formed in 2013 as part of the redevelopment of the Foothills Mall. The sales tax increment, derived from the Base Sales Tax imposed at a rate of 2.25%, attributable to the Foothills redevelopment area is not available to the City. Although the City Council has not taken action to create a new URA plan area within the City, it may create additional plan areas in the future in accordance with the dictates of State law. It is possible that any new area would receive both property tax and sales tax increment. If additional plan areas are created and sales tax increment financing is authorized for use within such areas, increases in the amount of Sales Tax revenue available to the City will be limited in the future. Existing Obligations Payable from Legally Available Revenues; Future Bonds and Other Obligations. The City has numerous other obligations outstanding that are serviced from the General Fund. Although Sales and Use Tax revenues are not specifically pledged to these obligations, those revenues comprise the vast majority of revenues in the General Fund and are used to pay debt service on various obligations. See “CITY DEBT STRUCTURE” for a description of the obligations payable from legally available revenues in the General Fund. In addition, in connection with the URA’s 2013 issuance of tax increment bonds (the “TIF Bonds”) regarding one of the redevelopment areas described above (the North College N.12.6 Packet Pg. 315 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 12 Avenue Project), the City has adopted a resolution (the “Moral Obligation Resolution”) in which it declares its present intent to consider the appropriation of funds to replenish the reserve fund for the TIF Bonds to the applicable reserve fund requirement, if necessary. While the City Council has agreed in the City’s Moral Obligation Resolution to consider appropriating money to replenish deficiencies in the reserve fund for the TIF Bonds, the City Council may in its sole discretion determine whether to make such an appropriation, and it is never required to do so. Should the City choose to honor the covenant made in the Moral Obligation Resolution, it is likely that available General Fund revenues (likely Sales Tax revenues) will be used to satisfy the City’s obligation. The TIF Bonds are currently outstanding through December 1, 2029, in the aggregate principal amount of $10,900,000; and the applicable reserve fund requirement is currently $[948,962.50]. The City is a party to agreements pursuant to which it has agreed to rebate Use Tax (along with other development fees) to private parties and performance-based business assistance agreements for purposes of economic development. See Note II(C) in the audited financial statements attached hereto as Appendix A. These agreements are subject to annual appropriation by the City and do not have a pledge on any existing City revenues. The City may enter into additional incentive or business assistance agreements in the future. The City may enter into additional capital leases in the future; if it does so, the rentals due under those leases will also be payable from legally available revenues. Further, the City is authorized to issue bonds secured in whole or in part by its Base Sales and Use Tax after satisfying all legal conditions. Should the City issue bonds secured by the Base Sales and Use Tax, debt service on those bonds will be paid prior to any Base Sales and Use Tax revenues being available to pay Base Rentals or Additional Rentals. The City currently has no plans to issue any bonds secured by its Base Sales and Use Tax. Factors that Could Impact Value of Property if Lease is Terminated General. The City will retain fee simple title to the Leased Property and the Trustee will have a leasehold interest in the Leased Property pursuant to the Site Lease. Upon the termination of the Lease due to an Event of Nonappropriation or a Lease Event of Default, the Trustee will have the right to use and possession of the Leased Property. However, a potential purchaser of the Certificates should not assume that it will be possible for the Trustee to sublease the Leased Property or otherwise sell or dispose of its leasehold interest in the Leased Property, or any portion thereof, for an amount equal to the aggregate principal amount of the Certificates then outstanding plus accrued interest thereon or that such subleasing or disposal can be accomplished in time to pay any installment of principal or interest on the Certificates when due. Valuation of Property. The valuation of each component of the Leased Property is discussed in “INTRODUCTION--The Leased Property.” The valuations are based upon an appraisal of the 2022 Lease Property obtained in 2022 and upon insured values for the 2019 Leased Property. The valuation contained in the appraisal is based upon numerous factors that impact value, including regional and City data, neighborhood data and zoning considerations. The market value of the 2022 Leased Property may have fluctuated since the appraisal was obtained. In any event, the market value of the 2022 Leased Property is an imperfect indicator of the value of the 2022 Leased Property to third parties if an Event of Lease Default or an Event of Nonappropriation occurs. The Trustee is not able to sell the 2022 Leased Property upon the N.12.6 Packet Pg. 316 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 13 occurrence of an Event of Lease Default or an Event of Nonappropriation and the appraised market value may not be indicative of amounts the Trustee may receive in exercising its remedies under the Lease. There is no assurance that the current level of value of the 2022 Leased Property will continue in the future and there is no guarantee that the Trustee will be able to sublease or otherwise sell or dispose of its leasehold interest in the 2022 Leased Property under the Site Lease in an amount equal to the amount of the outstanding Certificates. The City obtained an appraisal of the McKee parcels. As of April 20, 2022, the appraised market value of each individual parcel was $3,500,000, and the consolidated 960-acre parcel was $10,000,000. No current appraised valuation of the 2019 Leased Property is available. For insurance purposes, the City has assigned a value of $[__] to the Civic Center and a value of $[__] to the Parking Garage; as a result, the total insured value of the 2019 Leased Property is $[__] (excluding contents). Title Restrictions, Zoning and Encumbrances. The Leased Property is subject to various encumbrances, all of which are Permitted Encumbrances for purposes of the Site Lease and the Lease. The ability of third parties to exercise their rights under the Permitted Encumbrances may make the Leased Property less attractive to third parties in the event the Trustee must exercise its remedies under the Lease. There is no guarantee that the Trustee will be able to liquidate its interest in the Leased Property in an amount equal to the amount of the outstanding Certificates (and any Additional Certificates). The general Permitted Encumbrances of the Lease Property are described below. McKee Strips / Coyote Ridge natural Area – [To come]. Civic Center and Garage. Both the Civic Center and the Garage are subject to various utility easements. In addition, the Garage parcel is subject to access easements and easements for operating and maintaining pipes, vents, conduits, wires, trash facilities, doors and windows, signage and utilities for operation of the Garage Retail and maintenance of exterior walls. The Garage parcel is also subject to a party wall agreement with the management of the Garage Retail. Under the management agreement, the City and the Garage Retail management are each responsible for certain maintenance activities and landscaping. Should the Trustee exercise its remedies under the Lease, the Trustee and any third party that assumes the Trustee’s interest in the Leased Property will be required to comply with the terms and responsibilities under the party wall agreement. Compliance with these requirements may make the Garage parcel less appealing to third parties should the Trustee exercise its remedies under the Lease. The Garage is also subject to a Parking Structure License Agreement dated as of August 1, 1998, between the City and the County (the “License Agreement”). The License Agreement is also a Permitted Encumbrance. The County contributed approximately $4.3 million to the original construction of the Garage. In return, the County was granted a license to purchase up to 240 permits annually at rates established by the City; each permit entitles the holder to parking in the Garage in an undesignated space, subject to availability. The City is also required to provide 60 parking spaces for hourly public parking in the Garage. The City is required to provide operation and maintenance of the Garage with the costs being shared equally between the City and the County. The License Agreement expires on July 1, 2040. Should the Trustee exercise its remedies under the Lease, the Trustee and any third party that assumes the Trustee’s interest in the Leased Property will be required to comply with the City’s responsibilities under the License Agreement. Compliance with these requirements may make N.12.6 Packet Pg. 317 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 14 the Garage parcel less appealing to third parties should the Trustee exercise its remedies under the Lease. Current Zoning of Property. The Leased Property is also subject to present and future zoning requirements or other land use regulations imposed by the City. [McKey Strips / Coyote Ridge Natural Area]. The McKee parcels are zoned in Larimer County’s Rural Residential (RR-2) zone district. The RR-2 district is intended to accommodate rural residential uses, along with compatible agricultural and civic uses. This zone district serves as a transition between rural and urban areas. Development options in RR-2 include conservation development or subdivision depending on the size of property being developed. Limited commercial and industrial uses may also be permitted after approval of a site plan or after special review by the County, depending on the proposed use. Minimum lot sizes are based on the availability of public water and sewer serving the property. Although the McKee Strips were appraised based on the highest and best use of development with residential concepts consistent with Larimer County’s RR-2 zone district, the City acquired the McKee parcels using sales tax revenues from a citizen-initiated sales tax and considers the McKee parcels as part of the larger Coyote Ridge Natural Area. The appraisal states that the most logical highest and best use of the McKee parcels is for preservation in natural uses. The Mckee parcels are not readily developable, the parcels are not connected to any utilities and it may not be possible to entitle and develop the McKee parcels during the term of the Site Lease. Civic Center and Garage. The Civic Center and the Garage are zoned D (Downtown District) and the Civic Center Subdistrict. Certain uses are permitted by right in this Subdistrict, but office use is permitted only after administrative review; other commercial uses are permitted after administrative review or Planning and Zoning Board review. It is possible that current zoning or future zoning changes could limit the alternate uses of the Leased Property absent a zoning change. That requirement could make the Leased Property less attractive to potential users if the Trustee must sublease or otherwise sell or dispose of its leasehold interest in the Leased Property. Zoning and land use regulations in effect in the future may restrict the future uses of the Leased Property. Should that occur, the Leased Property may have less value to third parties than the appraised market value would indicate. Limited Duration of Site Lease The term of the Site Lease is ten years longer than the term of the Certificates. Upon termination of the Lease for any reason (including the occurrence of an Event of Nonappropriation), the Trustee may assign its interest in the Site Lease and may foreclose through the courts on or sell, lease, sublease or otherwise liquidate or dispose of its interest in the Leased Property. The net proceeds received from those activities are to be applied to pay the Certificates. However, due to the limited term of the Site Lease, the Trustee may find it difficult or impossible to locate third parties that are interested in accepting an assignment of the Trustee’s rights in the Leased Property. Further, the limited term of the Site Lease may make it difficult or impossible for the Trustee to collect revenues over the remaining term of the Site Lease that are sufficient to pay the Certificates. N.12.6 Packet Pg. 318 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 15 Enforceability of Remedies; Liquidation Delays Under the Lease and the Site Lease, the Trustee has the right to take possession of and dispose of the Trustee’s leasehold interest in the Leased Property upon an Event of Nonappropriation or an Event of Lease Default and a termination of the Lease. However, the enforceability of the Lease is subject to applicable bankruptcy laws, equitable principles affecting the enforcement of creditors’ rights generally and liens securing such rights, and the police powers of the City. Because of the use of a portion of the Civic Center building by the City for the public welfare, a court in any action brought to enforce the remedy of the Trustee to take possession of the Leased Property may delay repossession for an indefinite period, even though the City may have terminated the Lease or be in default thereunder. As long as the Trustee is unable to take possession of the Leased Property or any other projects or property which may subsequently be approved in connection with the issuance of Additional Certificates, it will be unable to sublease or otherwise dispose of its leasehold interests in the Leased Property as permitted under the Site Lease and the Indenture or to redeem or pay the Certificates except from funds otherwise available to the Trustee under the Indenture. See “SECURITY FOR THE CERTIFICATES.” No Reserve Fund No reserve fund secures the Certificates. Effect of Termination on Exemption from Taxation and on Exemption from Registration Special Counsel has specifically disclaimed any opinion as to the effect that termination of the Lease may have upon the treatment for federal or State income tax purposes of amounts received by the registered owners of the 2022 Certificates. There is no assurance that any amounts representing interest received by the registered owners of the 2022 Certificates after termination of the Lease as a consequence of an Event of Nonappropriation or an Event of Default will be excludable from gross income under federal or State laws. In view of past private letter rulings by the United States Department of Treasury, registered owners of the 2022 Certificates should not assume that payments allocable to interest received from the 2022 Certificates would be excludable from gross income for federal or State income tax purposes. In the event of a termination of the City’s obligations under the Lease, there is no assurance that Owners of 2022 Certificates would be able to transfer their interests without compliance with federal securities laws. Condemnation Risk In the mid-1990’s, the City of Sheridan, Colorado (“Sheridan”) exercised its eminent domain powers to acquire an administration building it previously had leased under an annually terminable lease purchase agreement. Sheridan sought to use its condemnation power to acquire the property at a fraction of the remaining lease payments (which would be paid to owners of certificates of participation in Sheridan’s lease). Sheridan’s condemnation suit was successful; however, Sheridan was unable to pay the court-determined amount representing the value of the property and eventually vacated the building in favor of the trustee. Sheridan eventually reached a settlement with the trustee and reacquired possession of the building from the trustee. Pursuant to this settlement, certificate holders reportedly received less than half of the amounts due them under the certificates. The City considers the occurrence of a situation N.12.6 Packet Pg. 319 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 16 such as the one described above to be unlikely; however, there is no assurance that the Leased Property (or portions thereof) would not be condemned in the future. Casualty Risk If all, substantially all, or any portion of the Leased Property is damaged or destroyed by any casualty, there is no assurance that casualty insurance proceeds and other available monies of the City will be sufficient either to repair or replace the damaged or destroyed property or to pay all the outstanding Certificates, if the Certificates are called for mandatory redemption as a result of such casualty. See “THE 2022 CERTIFICATES-- Redemption Provisions.” Although the City believes its casualty insurance coverages are adequate, there is no assurance that such damage or destruction would not have a material adverse effect on the ability of the City to make use of the Leased Property. Delays in the receipt of casualty insurance proceeds pertaining to the Leased Property or delays in the repair, restoration or replacement of property damaged or destroyed also could have an adverse effect upon the ability of the City to make use of the Leased Property or upon its ability to make timely payment of rental payments under the Lease. Insurance Risk The Lease requires the City to provide casualty, public liability and property damage insurance for the Leased Property in an amount equal to the estimated replacement cost of the Leased Property. The insurance policy or policies may have a deductible clause in an amount deemed reasonable by the City Council. Pursuant to the Lease, if the City insures against similar risks by self-insurance, the City may, at its election, provide for public liability insurance in connection with the Leased Property partially or wholly by means of an adequate self- insurance fund. Such a self-insurance fund (if established) would likely be funded annually by appropriation, and there is no assurance that such fund will at any time be adequately funded. The City currently self-insures for property and casualty coverage, including the Leased Property. There is no guarantee that the City will be able to maintain sufficient self- insurance reserves or, in the alternative, be able to acquire sufficient commercial casualty insurance at reasonable prices in the future. See “RISK MANAGEMENT--City Insurance Coverage.” There is also no assurance that, in the event the Lease is terminated as a result of damage to or destruction or condemnation of the Leased Property, moneys made available from the City’s insurance by reason of any such occurrence will be sufficient to redeem the Certificates at a price equal to the principal amount thereof outstanding plus accrued interest to the redemption date. See “THE 2022 CERTIFICATES--Redemption Provisions.” N.12.6 Packet Pg. 320 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 17 Future Changes in Laws Various State laws and constitutional provisions apply to the imposition, collection, and expenditure of sales taxes and other revenues, and the operation of the City. There is no assurance that there will not be any change in, interpretation of, or addition to the applicable laws, provisions, and regulations which would have a material effect, directly or indirectly, on the affairs of the City and the imposition, collection, and expenditure of its revenues. Such changes could include, but are not limited to, future restrictions on real estate development and growth in the City and State law changes in the items subject to sales taxes or exemptions therefrom. Forward-Looking Statements This Official Statement contains statements relating to future results that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words “estimate,” “forecast,” “intend,” “expect” and similar expressions identify forward-looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward looking statements and actual results. Those differences could be material and could impact the availability of Revenues available to pay Base Rentals and Additional Rentals under the Lease. Secondary Market No assurance can be given concerning the future existence of a secondary market for the 2022 Certificates or its maintenance by the Initial Purchaser or others, and prospective purchasers of the 2022 Certificates should therefore be prepared to hold their 2022 Certificates to maturity. N.12.6 Packet Pg. 321 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 18 SOURCES AND USES OF FUNDS Sources and Uses of Proceeds The City expects to apply the proceeds of the 2022 Certificates as shown below: Sources and Uses of Proceeds Amount Sources of Funds Par amount of the 2022 Certificates .............................. Plus/(less): net original issue premium/(discount) ........ Total: ....................................................................... Uses of Proceeds The Project ..................................................................... Costs of issuance (including underwriting discount ) .... Total: ....................................................................... __________________ Source: The Municipal Advisor. The Project General. The net proceeds of the 2022 Certificates are expected to be used to: (i) acquire the real property on which the Hughes Stadium previously existed; (ii) acquire and install certain irrigation improvements for the Southridge Golf Course; (iii) construct and install a fleet maintenance facility; (iv) miscellaneous additional projects that benefit the inhabitants of the City (collectively, the “Project”); and (v) pay the costs of issuing the 2022 Certificates. The Project is discussed in more detail below. While the Council currently expects the majority of the proceeds to be used for the Project, it may, in its sole discretion, use the net proceeds to fund any eligible capital cost in addition to, or in lieu of, the Project described below. Hughes Stadium Property Acquisition. Currently, Colorado State University (“CSU”) owns the 161-acre property on which the Hughes Stadium previously existed. A citizen-initiated ballot measure passed during the election held in April 2021, and that measure directed the City to rezone the parcel to the Public Open Lands zone district. It also directed the City to acquire the property for fair market value so that it may be used for parks, recreation, and open lands, natural areas, and wildlife rescue and restoration, and further prohibits the City from de-annexing, ceasing acquisition efforts or subsequently rezoning the property without voter approval of a separate initiative referred to the voters by the Council. The property was rezoned on May 18, 2021, and the City and CSU are negotiating the purchase of land. Southridge Golf Course Irrigation Improvements. [to come]. Fleet Maintenance Facility. [to come] N.12.6 Packet Pg. 322 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 19 THE 2022 CERTIFICATES General The 2022 Certificates are issuable as fully registered certificates and initially will be registered in the name of “Cede & Co.,” as nominee for DTC, the securities depository for the Certificates. Purchases by Beneficial Owners of the 2022 Certificates are to be made in book- entry only form. Payments to Beneficial Owners are to be made as described in “Book-Entry Only System” and Appendix C. The 2022 Certificates are dated the date of their execution and delivery, and bear interest (calculated based on a 360-day year consisting of twelve 30-day months) from such date to maturity payable semiannually on June 1 and December 1 (each an “Interest Payment Date”), commencing [December 1, 2022]. The 2022 Certificates mature on the dates and in the amounts and bear interest at the rates set forth on the inside cover page of this Official Statement. Payment Provisions Except for any 2022 Certificates for which DTC is acting as depository or for an Owner of $1,000,000 or more in aggregate principal amount of 2022 Certificates, the principal of, premium, if any, and interest on all Certificates shall be payable to the Owner thereof at its address last appearing on the registration books maintained by the Trustee. In the case of any 2022 Certificates for which DTC is acting as depository, the principal of, premium, if any, and interest on such 2022 Certificates shall be payable as directed in writing by DTC. In the case of an Owner of $1,000,000 or more in aggregate principal amount of 2022 Certificates, the principal of, premium, if any, and interest on such 2022 Certificates shall be payable by wire transfer of funds to a bank account, located in the United States, designated by the Certificate Owner in written instructions to the Trustee. Interest shall be paid to the Owner of each 2022 Certificate, as shown on the registration books kept by the Trustee, as of the close of business on the last day of the calendar month (whether or not a Business Day), next preceding an interest payment date (the “Regular Record Date”), irrespective of any transfer of ownership of 2022 Certificates subsequent to the Regular Record Date and prior to such Interest Payment Date, or on a special record date, which shall be fixed by the Trustee for such purpose, irrespective of any transfer of ownership of 2022 Certificates subsequent to such special record date and prior to the date fixed by the Trustee for the payment of such interest. Notice of the special record date and of the date fixed for the payment of such interest shall be given by providing a copy thereof by first class mail postage prepaid at least ten days prior to the special record date, to the Owner of each 2022 Certificate upon which interest will be paid, determined as of the close of business on the day preceding the giving of such notice. Notwithstanding the foregoing, payments of the principal of and interest on the 2022 Certificates will be made directly to DTC or its nominee, Cede & Co., by the Paying Agent, so long as DTC or Cede & Co. is the registered owner of the 2022 Certificates. Disbursement of such payments to DTC’s Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and the Indirect Participants, as more fully described herein. See “Book-Entry Only System” below. N.12.6 Packet Pg. 323 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 20 Redemption Provisions Optional Redemption. The 2022 Certificates maturing on or before December 1, 20[__], are not subject to redemption prior to their respective maturity dates. The 2022 Certificates maturing on and after December 1, 20[__], are subject to redemption prior to their respective maturity dates at the option of the City, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as are selected by the City and by lot within a maturity (giving proportionate weight to Certificates in denominations larger than $5,000), on December 1, 20[__], and on any date thereafter, at a redemption price equal to the principal amount of the 2022 Certificates so redeemed plus accrued interest to the redemption date without a premium. In the case of a Prepayment in part of Base Rentals under the Lease, the Trustee shall confirm that the revised Base Rentals Schedule to be provided by the City Representative pursuant to the Lease sets forth Principal Portions and Interest Portions of Base Rentals that are equal to the principal and interest due on the 2022 Certificates that remain Outstanding after such Optional Redemption. For such confirmation, the Trustee may rely on a certification of the City Representative or other person as provided in the Indenture. Mandatory Sinking Fund Redemption. At the option of the winning bidder, certain of the 2022 Certificates may also be subject to mandatory sinking fund redemption. Extraordinary Mandatory Redemption. If the Lease is terminated by reason of the occurrence of: (a) an Event of Nonappropriation, or (b) an Event of Lease Default, or (c) in the event that (1) all or a portion of the Leased Property is damaged or destroyed in whole or in part by fire or other casualty, or (2) title to, or the temporary or permanent use of, all or a portion of the Leased Property has been taken by eminent domain by any governmental body, or (3) breach of warranty or any material defect with respect to all or a portion of the Leased Property becomes apparent, or (4) title to or the use of all or a portion of the Leased Property is lost by reason of a defect in title thereto, and the Net Proceeds of any insurance, performance bond or condemnation award, or Net Proceeds received as a consequence of defaults under contracts relating to the Leased Property, made available by reason of such occurrences, are insufficient to pay in full, the cost of repairing or replacing such Leased Property, and the City does not appropriate sufficient funds for such purpose or cause the Lease to be amended in order that Additional Certificates may be executed and delivered pursuant to the Indenture for such purpose, then the Certificates are required to be called for redemption. If called for redemption, as described herein, the Certificates are to be redeemed in whole on such date or dates as the Trustee may determine, for a redemption price equal to the principal amount thereof, plus accrued interest to the redemption date (subject to the availability of funds as described below). If the Net Proceeds, including the Net Proceeds from the exercise of any Lease Remedy under the Lease, otherwise received and other moneys then available under the Indenture are insufficient to pay in full the principal of and accrued interest on all Outstanding Certificates, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as provided in the Indenture, without any further demand or notice, exercise all or any combination of Lease Remedies as provided in the Lease and the Certificates shall be redeemed by the Trustee from the Net Proceeds resulting from the exercise of such Lease Remedies and all other moneys, if any, then on hand and being held by the Trustee for the Owners of the Certificates. N.12.6 Packet Pg. 324 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 21 If the Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys must be allocated proportionately among the Certificates, according to the principal amount thereof Outstanding. In the event that such Net Proceeds resulting from the exercise of such Lease Remedies and other moneys are in excess of the amount required to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, then such excess moneys must be paid to the City as an overpayment of the Purchase Option Price. Prior to any distribution of the Net Proceeds resulting from the exercise of any of such remedies, the Trustee is entitled to payment of its reasonable and customary fees for all services rendered in connection with such disposition, as well as reimbursement for all reasonable costs and expenses, including attorneys’ fees, incurred thereby, from proceeds resulting from the exercise of such Lease Remedies and other moneys. IF THE CERTIFICATES (INCLUDING ANY ADDITIONAL CERTIFICATES) ARE REDEEMED FOR AN AMOUNT LESS THAN THE AGGREGATE PRINCIPAL AMOUNT THEREOF PLUS INTEREST ACCRUED TO THE REDEMPTION DATE, SUCH PARTIAL PAYMENT IS DEEMED TO CONSTITUTE REDEMPTION IN FULL OF THE CERTIFICATES, AND UPON SUCH A PARTIAL PAYMENT NO OWNER OF SUCH CERTIFICATES HAS ANY FURTHER CLAIM FOR PAYMENT AGAINST THE TRUSTEE OR THE CITY. Notwithstanding the provisions described above or any other provisions to the contrary in the Lease or the Indenture, if the Net Proceeds resulting from the exercise of such Lease Remedies are insufficient to redeem the Certificates at 100% of the principal amount thereof plus interest accrued to the redemption date, the Trustee may, or at the request of the Owners of a majority in aggregate principal amount of the Certificates Outstanding, and upon indemnification as to fees, costs and expenses as provided in the Indenture, shall, determine that the Certificates shall not be subject to extraordinary mandatory redemption as described above, in which event the Trustee will not apply any Net Proceeds or other available moneys to the redemption of any Certificates prior to their respective maturity dates. In such event, the Trustee shall (a) allocate such Net Proceeds (together with any other available moneys held under this Indenture), proportionately among all Outstanding Certificates, and (b) apply such allocation of Net Proceeds to the payment of the principal of and interest on the Certificates on the regularly scheduled maturity and Interest Payment Dates of the Certificates. Partial Redemption. If less than all of the Certificates are to be redeemed, the Certificates are to be redeemed only in integral multiples of $5,000. The Trustee is to treat any Certificates of denomination greater than $5,000 as representing that number of separate Certificates each of the denomination of $5,000 as can be obtained by dividing the actual principal amount of such Certificates by $5,000. Upon surrender of any Certificates for redemption in part, the Trustee is to execute and deliver to the Owner thereof, at no expense of the Owner, a new Certificate or Certificates of authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Certificates so surrendered. Notice of Redemption. Whenever Certificates are to be redeemed, the Trustee is required to, not less than thirty and not more than sixty days prior to the redemption date (except for Extraordinary Mandatory Redemption notice which is required to be immediate), mail notice of redemption to all Owners of all Certificates to be redeemed at their registered addresses, by first class mail, postage prepaid, or in the event that the Certificates to be redeemed are registered N.12.6 Packet Pg. 325 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 22 in the name of DTC, such notice may, in the alternative, be given by electronic means in accordance with the requirements of DTC. Any notice of redemption is to (1) be given in the name of the Trustee, (2) identify the Certificates to be redeemed, (3) specify the redemption date and the redemption price, (4) in the event of optional redemption, state that the City has given notice of its intent to exercise its option to purchase or prepay Base Rentals under the Lease, (5) state that such redemption is subject to the deposit of the funds related to such option by the City on or before the stated redemption date and (6) state that on the redemption date the Certificates called for redemption will be payable at the corporate trust office of the Trustee and that from that date interest will cease to accrue. The Trustee may use “CUSIP” numbers in notices of redemption as a convenience to Certificates Owners, provided that any such notice is required to state that no representation is made as to the correctness of such numbers either as printed on the Certificates or as contained in any notice of redemption and that reliance may be placed only on the identification numbers containing the prefix established under the Indenture. Any notice of optional redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee of funds on or before the date fixed for redemption sufficient to pay the redemption price of the Certificates so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the owners of the Certificates called for redemption in the same manner as the original redemption notice was given. Redemption Payments. On or prior to the date fixed for redemption, funds shall be deposited with the Trustee to pay the Certificates called for redemption, together with accrued interest thereon to the redemption date, and any required premium. Upon the giving of notice and the deposit of such funds as may be available for redemption pursuant to the Indenture (which, in certain cases as set forth above may be less than the full principal amount of the Outstanding Certificates and accrued interest thereon to the redemption date), interest on the Certificates or portions thereof thus called shall no longer accrue from and after the date fixed for redemption. Tax Covenants In the Lease, the City covenants for the benefit of the Owners of the 2022 Certificates that it will not take any action or omit to take any action with respect to the 2022 Certificates, the proceeds thereof, any other funds of the City or any facilities financed or refinanced with the proceeds of the 2022 Certificates (except for the possible exercise of the City’s right to terminate the Lease as provided therein) if such action or omission (i) would cause the interest on the 2022 Certificates to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, or (ii) would cause interest on the 2022 Certificates to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause interest on the 2022 Certificates to lose its exclusion from Colorado taxable income or to lose its exclusion from Colorado alternative minimum taxable income under present Colorado law. Subject to the City’s right to terminate the Lease, the foregoing covenant shall remain in full force and effect, notwithstanding the payment in full or defeasance of the 2022 Certificates, until the date on which all obligations of the City in fulfilling the above covenant under the Tax Code and Colorado law have been met. In addition, the City covenants that its direction of investments pursuant to the Indenture shall be in compliance with the procedures established by the Tax Compliance Certificate entered into by the City with respect to the Lease (the “Tax Certificate”) to the extent N.12.6 Packet Pg. 326 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 23 required to comply with its covenants described in the previous paragraph. The City further agrees in the Lease that, to the extent necessary, it will, during the Lease Term, pay to the Trustee such sums as are required for the Trustee to pay the amounts due and owing to the United States Treasury as rebate payments. Any payments pursuant to the foregoing sentence shall be Additional Rentals for all purposes of the Lease. Defeasance and Discharge When the principal or redemption price (as the case may be) of, and interest on, all the Certificates executed and delivered hereunder have been paid or provision has been made for payment of the same (or, in the case of redemption of the Certificates as described in “Redemption Provisions--Extraordinary Mandatory Redemption” above, if full or partial payment of the Certificates and interest thereon is made as described), and all other sums payable hereunder relating to the Certificates, then the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Trustee to the Owners shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall (1) release the Site Lease and transfer and convey the Trustee’s leasehold interest in the Leased Property to the City as provided by the Lease, (2) release the Lease and the Indenture, (3) execute such documents to evidence such releases as may be reasonably required by the City, and (4) turn over to the City all balances then held by the Trustee in the Funds or Accounts hereunder except for amounts held in the Rebate Fund or any defeasance escrow accounts. If payment or provision therefor is made with respect to less than all of the Certificates, the particular Certificates (or portion thereof) for which provision for payment shall have been considered made shall be selected by the City. Provision for the payment of all or a portion of the Certificates shall be deemed to have been made when the Trustee holds in the Base Rentals Fund, or there is on deposit in a separate escrow account or trust account held by a trust bank or escrow agent, either moneys in an amount which shall be sufficient, and/or Federal Securities, the principal of and the interest on which when due, and without any reinvestment thereof, will provide moneys which, together with the moneys, if any, concurrently deposited in trust, shall be sufficient to pay when due the principal of, premium, if any, and interest due and to become due on said Certificates on and prior to the redemption date or maturity date thereof, as the case may be. Prior to any discharge of the Indenture as described above or the defeasance of any Certificates pursuant to the provisions described above becoming effective, there shall have been delivered to the Trustee a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the applicable Certificates in full on the maturity or redemption date thereof unless fully funded with cash. At such time as any Certificate shall be deemed paid as described above, such Certificate shall no longer be secured by or entitled to the benefits of the Indenture, the Lease or the Site Lease, except for the purpose of exchange and transfer and any payment from such cash or Federal Securities deposited with the Trustee. Book-Entry Only System The 2022 Certificates will be available only in book-entry form in the principal amount of $5,000 or any integral multiples thereof. DTC will act as the initial securities depository for the 2022 Certificates. The ownership of one fully registered 2022 Certificate for each maturity of each series as set forth on the inside cover page of this Official Statement, each N.12.6 Packet Pg. 327 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 24 in the aggregate principal amount of such maturity, will be registered in the name of Cede & Co., as nominee for DTC. See Appendix C--Book-Entry Only System. SO LONG AS CEDE & CO., AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE 2022 CERTIFICATES, REFERENCES IN THIS OFFICIAL STATEMENT TO THE OWNERS OR REGISTERED OWNERS OF THE 2022 CERTIFICATES WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS. Neither the City nor the Trustee will have any responsibility or obligation to DTC’s Participants or Indirect Participants, or the persons for whom they act as nominees, with respect to the payments to or the providing of notice for the DTC Participants, the Indirect Participants or the beneficial owners of the 2022 Certificates as further described in Appendix C to this Official Statement. N.12.6 Packet Pg. 328 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 25 BASE RENTALS SCHEDULE The following table sets forth the schedule of Base Rentals due pursuant to the Lease in each year, including the Principal Component and the Interest Component related to the 2022 Certificates and the total Base Rentals related to the 2019 Certificates. The City has other obligations (including two additional lease-purchase agreements) which are also payable from legally available revenues. The base rentals owed under the two prior lease-purchase agreements are set forth in “CITY DEBT STRUCTURE.” Schedule of Base Rentals(1)(2)* The 2022 Base Rentals* 2019 Total Base Calendar Year Principal Component Interest Component Total Base Rentals Total Base Rentals Rentals Under the Lease 2022 -- $1,687,181 2023 $955,000 1,689,181 2024 1,000,000 1,688,931 2025 1,055,000 1,686,431 2026 1,105,000 1,686,681 2027 1,155,000 1,689,431 2028 1,220,000 1,689,431 2029 1,285,000 1,686,681 2030 1,345,000 1,688,281 2031 1,415,000 1,687,881 2032 1,485,000 1,685,481 2033 560,000 1,689,681 2034 585,000 1,687,531 2035 610,000 1,689,181 2036 630,000 1,687,619 2037 655,000 1,689,650 2038 -- 1,688,138 Total $15,060,000 $28,697,391 (1) Totals may not add due to rounding. (2) The Base Rentals are due semi-annually on May 15 and November 15 of each year that the Lease remains in effect. The Trustee will use the Base Rentals to pay the principal and interest due on the Certificates on June 1 and December 1 of each year. Source: The Municipal Advisor. * Subject to change. N.12.6 Packet Pg. 329 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 26 SECURITY FOR THE CERTIFICATES General Each Certificate evidences a proportionate interest in the right to receive certain designated Revenues, including Base Rentals, under and as defined in the Lease and the Indenture. Under the Site Lease, the Leased Property has been leased by the City to the Trustee, and under the Lease, the Leased Property has been leased by the Trustee back to the City and the City has agreed to pay directly to the Trustee, Base Rentals in consideration of the City’s right to possess and use the Leased Property. Certain Revenues, including Base Rentals, are required under the Indenture to be distributed by the Trustee for the payment of the Certificates and interest thereon. The Lease is subject to annual appropriation, non-renewal and, in turn, termination by the City. The execution and delivery of the Certificates does not directly or contingently obligate the City to make any payments beyond those appropriated for the City’s then current Fiscal Year. As more fully described under the caption “CERTAIN RISK FACTORS,” the Lease is subject to renewal on an annual basis at the option of the City. The Lease Term and the schedule of payments of Base Rentals are designed to produce moneys sufficient to pay the Certificates and interest thereon when due (if the City elects not to terminate the Lease prior to the end of the Lease Term). The Certificates shall not constitute a mandatory charge or requirement of the City in any ensuing Fiscal Year beyond the current Fiscal Year, and shall not constitute or give rise to a general obligation or other indebtedness of the City or a multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City, within the meaning of any constitutional, home rule charter or statutory debt provision or limitation. No provision of the Certificates shall be construed or interpreted as creating a delegation of governmental powers nor as a donation by or a lending of the credit of the City within the meaning of Sections 1 or 2 of Article XI of the Colorado Constitution. The execution and delivery of the Certificates does not directly or indirectly obligate the City to renew the Lease from Fiscal Year to Fiscal Year or to make any payments beyond those appropriated for the City’s then current Fiscal Year. Base Rentals and Additional Rentals may be paid from any lawfully available City monies appropriated for that purpose. See “CITY FINANCIAL OPERATIONS.” In the event of termination of the City’s obligations under the Lease upon the occurrence of an Event of Nonappropriation or an Event of Lease Default, the City is required to vacate and surrender the Leased Property by March 1 of any Renewal Term in respect of which an Event of Nonappropriation or an Event of Lease Default has occurred. If an Event of Lease Default occurs and remains uncured, the Trustee may take any of the following actions: (i) terminate the Lease Term and give notice to the City to vacate and surrender possession of the Leased Property which vacation and surrender the City agrees under the Lease to complete within sixty (60) days from the date of such notice; (ii) lease or sublease the Leased Property or sell or assign any interest the Trustee has in the Leased Property, including the Trustee’s leasehold interest in the Leased Property; (iii) recover from the City (a) the portion of Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable under the Lease, during any period in which the City continues to occupy, use or possess the Leased Property; and (b) Base Rentals and Additional Rentals, for which a specific Appropriation has been effected by the City for such purpose, which would otherwise have been payable by the City under the Lease during the N.12.6 Packet Pg. 330 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 27 remainder, after the City vacates and surrenders possession of the Leased Property, of the Fiscal Year in which such Event of Lease Default occurs; or (iv) take whatever action at law or in equity may appear necessary or desirable to enforce its rights in and to the Leased Property under the Site Lease, the Lease and the Indenture. In the event the City does not vacate and surrender possession on the termination date, the “holdover tenant” provisions of the Lease apply. Additional Certificates So long as no Event of Indenture Default, Event of Nonappropriation or Event of Lease Default has occurred and is continuing and the Lease Term is in effect, one or more series of Additional Certificates may be executed and delivered upon the terms and conditions set forth in the Indenture. The principal of any Additional Certificates shall mature on December 1 and the interest payment dates therefore shall be the same as the interest payment dates for the Certificates; otherwise the times and amounts of payment of Additional Certificates shall be as provided in the supplemental ordinance or indenture and amendment to the Lease entered into in connection therewith. Additional Certificates may be executed and delivered without the consent of or notice to the Owners of Outstanding Certificates, to provide moneys to pay any one or more of the following: (a) the costs of acquiring, constructing, improving, installing, and equipping any additional improvements or capital projects for the City, or a New Facility, or of acquiring a Site for any capital project or New Facility (and costs reasonably related thereto; (b) the costs of completing the Project or making, at any time or from time to time, such substitutions, additions, modifications and improvements for or to the Leased Property as the City may deem necessary or desirable, and as in accordance with the provisions of the Lease; or (c) for the purpose of refunding or refinancing all or any portion of Outstanding Certificates. In such case, the Costs of Execution and Delivery of the Additional Certificates, the amount to be deposited to a separate reserve fund, if any, for such Additional Certificates, or the costs of acquiring a Qualified Surety Bond, if any, and other costs reasonably related to the purposes for which Additional Certificates are being executed and delivered may be included. Each of the Additional Certificates issued pursuant to the Indenture will evidence a proportionate interest in the rights to receive Revenues under the Indenture and shall be ratably secured with all Outstanding Certificates and in respect of all Revenues, and shall be ranked pari passu with such Outstanding Certificates and with Additional Certificates that may be executed and delivered in the future, if any. N.12.6 Packet Pg. 331 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 28 CURRENT SOURCES OF AVAILABLE REVENUE General Although no particular funds or sources of revenue are pledged to make payments under the Lease, the City currently intends to budget, appropriate and pay the Base Rentals (and Additional Rentals, if any) allocable to the 2022 Certificates from its General Fund and its Natural Areas Fund, which is funded with a [.25]% sales tax. Notwithstanding the foregoing, such Base Rentals and Additional Rentals may be budgeted, appropriated and paid from any of the City’s available funds in the future. The City’s overall financial operations, budgeting process and information and historical General Fund financial statement comparisons are discussed in “CITY FINANCIAL OPERATIONS.” Sources of General Fund Revenues Sales and Use Tax revenues comprise the largest of the City’s General Fund revenues, accounting for approximately [55]% of General Fund revenues in fiscal year 2021 (unaudited). The Sales Tax is described in more detail below. Other sources of revenue in the General Fund include: franchise taxes, sidewalk and special assessments; license and permit revenues; intergovernmental revenues; charges for services; fines and forfeits; investment income; contributions; and miscellaneous other income. Collection and Enforcement of the City Sales and Use Tax The following discussion includes information with respect to the imposition, collection and administration of the City’s Sales Tax. Licensing. A sales/use tax license is required in order to engage in the business of selling at retail tangible personal property and taxable services and to use, store, distribute or consume any tangible personal property or taxable services subject to the City Sales Tax Ordinance. As of February 2022, there were 14,429 active sales and use tax licenses. Authority for Imposition of Sales and Use Tax. The City’s Sales and Use Tax currently is imposed at a rate of 3.85%, except that the amount of Use Tax levied on manufacturing equipment is 3% of the purchase price. With voter approval, the City may increase its sales and/or use tax rates in the future, including the Base Sales and Use Tax, or extend expiring taxes. See “LEGAL MATTERS--Certain Constitutional Limitations.” The ordinances enacting the Sales Tax have been codified as Section 25, Article III of the Fort Collins Revised Municipal Code (the “City Sales Tax Ordinance”). The imposition, collection and enforcement of the Sales and Use Tax is governed by the City Sales Tax Ordinance, which declares the sale or use of tangible personal property, or of certain services, to be a taxable privilege. Notwithstanding the foregoing, certain portions of the City Sales and Use Tax are restricted to specific uses. The revenues received from those restricted Sales and Use Taxes may not be available to pay Base Rentals under the Lease. The unrestricted portion of the City Sales and Use Tax is imposed at a rate of 2.25%. The remainder of the Sales and Use Tax is restricted N.12.6 Packet Pg. 332 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 29 as follows: street improvements - 0.25% (sunsets in 2025); Community Capital Improvement Program (specified capital projects) - 0.25% (sunsets in 2025); open space - 0.25% (sunsets in 2030); and Keep Fort Collins Great revenue replacement - .25% (sunsets in 2030) with a .6% permanent sales tax increase (the original Keep Fort Collins Great program sunset in 2020). Overlapping Sales Taxes. The total sales tax rate currently in effect within the City’s boundaries is 7.55%, comprised of the City Sales Tax of 3.85%, the State’s 2.9% sales tax, and the County’s 0.8% sales tax. Sales Tax - General. The City’s Sales Tax is levied on the full purchase price paid or charged for tangible personal property and taxable services sold or purchased at retail by every person exercising a taxable privilege in the City by the sale or purchase of such property and services. The Sales Tax is levied on all sales and purchases of tangible personal property or taxable services except those specifically exempted and is collected by the retailer and remitted to the City. Property and Services Subject to the Sales Tax. The Sales Tax applies, without limitation, as follows: (1) On the purchase price paid or charged for all sales and purchases of tangible personal property at retail, regardless of whether such property has been included in a previous taxable transaction; (2) On the total amount due under a lease or contract when the right to possession or use of tangible personal property is granted therein and such transfer of possession would be taxable under the City Sales Tax Ordinance if an outright sale were made; (3) In the case of retail sales involving the exchange of property, on the purchase price paid or charged, including the fair market value of the property exchanged at the time and place of the exchange, excluding, however, from the consideration or purchase price, the fair market value of the exchanged property, provided that such exchanged property is to be sold in the usual course of the vendor’s business; (4) Upon telecommunication services, including carrier access services, whether furnished by public or private corporations or enterprises, for all intrastate telecommunication services originating from or received on telecommunication equipment in the City if the charge for the service is billed to a person in the City or billed to an affiliate or division of such person in the City on behalf of a person in the City; (5) Upon carrier access services, whether furnished by public or private corporations or enterprises, for all interstate telecommunication services originating from or received on telecommunication equipment in the City if the charge for the service is billed to a person in the City or billed to an affiliate or division of such person in the City on behalf of a person in the City; (6) Upon gas and electric service, whether furnished by municipal, public or private corporations or enterprises, for gas and electricity furnished and sold for domestic and commercial consumption and not for resale and upon steam when consumed or used by the purchaser and not resold in original form, whether furnished or sold by public or private corporations or enterprises; (7) Upon the entire amount charged to any person or persons for lodging services; (8) Upon the amount paid for all prepared food or food for immediate consumption; (9) Upon the purchase price paid for any automotive vehicle, whether new or used, purchased inside or outside the City by a resident of the City or for a business located in the City for use or storage in the City. The tax shall be paid prior to or at the time the title and registration for the vehicle are issued by the County Clerk, whichever occurs first; (10) Upon television and entertainment services; (11) Upon all sales of preprinted newspaper supplements; and (12) Upon the purchase price paid for food, but only at the tax rate of two and twenty-five hundredths (2.25) percent of the purchase price. Remittance of Sales Tax. The Sales Tax is imposed upon the purchaser of the personal property or service; however, the duty to collect and remit the Sales Tax to the City N.12.6 Packet Pg. 333 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 30 is imposed upon the seller under penalties for failure to do so as prescribed in the City Sales Tax Ordinance. Every retailer shall file a tax return each month with the Financial Officer on or before the twentieth day of each month for the preceding month and simultaneously remit the tax due to the Financial Officer. The burden of proving that any retailer is exempt from collecting or paying Sales Tax shall be on the retailer under such reasonable requirements of proof as the Financial Officer may prescribe. The Financial Officer may authorize a retailer to remit the sales tax on a basis other than an accrual basis pursuant to the written request of the retailer. If any amount of Sales Tax is not remitted on or before the date due, penalties and interest as set forth in the City Sales Tax Ordinance shall be paid by the retailer for the period from the date due to the date paid. Exemptions from Sales Tax. The following shall be exempt from the Sales Tax: (1) All sales of automotive vehicles properly titled and registered to an address outside the City; (2) All sales of tangible personal property if all of the following conditions exist: (a) The sales are to those who reside or do business outside the City; (b) The articles purchased are to be delivered to the purchaser outside the City by common carrier or by the conveyance of the retailer or by mail; and (c) The articles purchased and delivered are used outside the City; (3) All sales of gasoline or motor fuel which are taxed under the provisions of Title 39, Article 27, C.R.S.; (4) All sales of goods manufactured in the City and sold by the manufacturer thereof directly to the ultimate consumer when delivery of such goods is made by common, contract or commercial carrier or by conveyance of the vendor or the purchaser to a point outside the City for use outside the City; (5) All sales to the United States or the State, or departments, institutions or political subdivisions thereof, and all sales to the City and any department thereof, provided that such purchases are supported by official government purchase orders or charged to the governmental entity’s credit card account and are paid for by draft or warrant drawn on the governmental entity’s bank account or such purchases are made pursuant to a written agreement with the governmental entity in which the purchaser is to make such purchases on behalf of the governmental entity; (6) All sales to charitable organizations of tangible personal property or taxable services to be used in the conduct of the organization’s regular activities to foster its religious or other expressed charitable purpose, provided that the organization obtains from the City an exempt organization license pursuant to the City Sales Tax Ordinance and presents the license to the vendor at the time of the sale; (7) All sales which the City is prohibited from taxing under the Constitution or laws of the United States or the Colorado Constitution; (8) All sales and purchases of neat cattle, sheep, lambs, swine and goats; all sales and purchases of mares and stallions for breeding purposes; and all farm close-out sales; (9) All sales of drugs dispensed in accordance with a prescription, all sales of prescription drugs for animals (except prescription pet food), all sales of prosthetic devices and all sales of medical supplies; (10) All sales of cigarettes; (11) All charges for lodging services pursuant to a written lease for a period of thirty (30) consecutive days or more; (12) All sales of tangible personal property to a public utility doing business both within and without the City, for use in such business operations outside the City, even though delivery is made in the City; (13) All sales of tangible personal property through a coin-operated device; provided, however, that the owner of such device shall pay a tax in the amount stated in the City Sales Tax Ordinance on the value of the tangible personal property sold in excess of ten cents ($0.10) per item so vended in the coin-operated device unless the sale shall be otherwise exempt as provided in this Article; (14) All sales of farm machinery for use in farming operations and all sales of farm machinery parts for use in farming operations; provided, however, that this exemption for farm machinery parts shall not apply in the case of repairs N.12.6 Packet Pg. 334 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 31 performed or parts installed on farm machinery in the City. Trucks having a manufacturer’s rated capacity of one (1) ton or less shall not be considered farm machinery for the purposes of this Section. Nothing herein contained shall be construed to limit any other exemption contained in the City Sales Tax Ordinance; (15) All sales of feed and feed supplements and drugs for livestock or poultry and all sales and purchases of seeds, plants and fertilizers when such sales are made for farm operations; (16) All sales of construction materials if such materials are picked up by the purchaser and if the purchaser of such materials presents to the vendor a building permit or other documentation acceptable to the City evidencing that a local sales or use tax has been paid or is required to be paid; (17) All sales of tangible personal property or taxable services which transaction was previously subjected to a sales or use tax lawfully imposed on the purchaser or user by another municipality in the State at a rate equal to or greater than the rate stated in the City Sales Tax Code and such tax was collected. If the rate of the sales tax paid to such municipality is less than the rate stated in the City Sales Tax Code, the difference between the tax due under the City Sales Tax Code and the tax paid previously shall be remitted to the Financial Officer; (18) All occasional sales (as defined in the City Sales Tax Code); (19) All sales of commercial packaging materials, and commercial shipping materials; (20) All sales of newsprint and printers’ ink used to print newspapers and all sales and purchases of newspapers; (21) All sales of tangible personal property purchased in order to be sold at retail in the City either in its original form or as an ingredient of a manufactured or compounded product, in the regular course of business; (22) All sales of tangible personal property to a person engaged in the business of manufacturing or compounding for sale, profit or use of any product, which tangible personal property becomes an ingredient or component part of the product which is manufactured or compounded; (23) All sales of fuel for use in a continuing activity of producing tangible personal property or taxable services, including, but not limited to, processing, manufacturing, mining, refining, irrigation, telecommunication services and street and railroad transportation services; and (24) All sales of automotive vehicles and parts and accessories therefor when used or engaged in interstate commerce. The sale of food is exempt from taxation under the City Sales Tax Ordinance as provided below: (1) No sales or use tax shall apply to the sale of food purchased with food stamps issued under the supplemental nutrition assistance program as defined in 7 U.S.C. § 2012(t), as amended; and (2) No sales or use tax shall apply to the sale of food purchased with funds provided by the special supplemental food program for women, infants and children under 42 U.S.C. § 1786, as amended. Use Tax - General. The City’s Use Tax is levied and required to be paid on the full purchase price paid for or acquisition costs of tangible personal property and taxable services brought into the City for the purpose of using, storing, distributing or consuming such property and services within the City. The use tax is levied upon the privilege of using, storing, distributing, or consuming in the City, personally or in connection with the operation of a business, tangible personal property or taxable services and is paid by either the retailer or the consumer. Remittance of Sales Tax. The Use Tax on construction materials and supplies and certain construction equipment is collected by the City at the time of application for a building permit. The Use Tax on automobiles purchased outside the City must be paid to the County Clerk at the time of licensing of the vehicle. Every person who operates or maintains a business in the City, and who purchases or leases tangible personal property for use, storage, distribution or consumption in the City in N.12.6 Packet Pg. 335 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 32 connection with the business and taxable hereunder, and who has not paid the sales tax to a retailer required or authorized to collect the same, shall make a return and pay the tax due to the Financial Officer, on or before the twentieth day of each calendar month following the month in which such purchase or lease was consummated or such later date as is approved by the Financial Officer. The burden of proving that any person is exempt from paying the use tax shall be on such person under such reasonable requirements of proof as the Financial Officer may prescribe. Every resident of the City who purchases or leases tangible personal property for use, storage, distribution or consumption in the City and taxable hereunder, and who has not paid the sales tax imposed thereon to a retailer required or authorized to collect the same, shall make a return and pay the tax due to the Financial Officer within thirty (30) days from the purchase or lease of such tangible personal property unless a reporting period greater than thirty (30) days is approved by the Financial Officer. If any amount of use tax is not remitted on or before the date due, penalties and interest as set forth in the City Sales Tax Ordinance shall be paid by the taxpayer for the period from the date due to the date paid. Exemptions from Use Tax. The use, storage, distribution or consumption in the City of the following are hereby exempted from the use tax: (1) Tangible personal property, the sale or use of which was previously subjected to a sales or use tax lawfully imposed on the purchaser or consumer by another statutory or home rule municipality in the State at a rate equal to or greater than the rate stated in the City Sales Tax Ordinance and such tax was collected. If the rate of the sales or use tax paid to such municipality is less than the rate stated in City Sales Tax Ordinance, the difference between the tax due under this Article and the tax paid previously shall be remitted to the Financial Officer; (2) Tangible personal property purchased in order to be sold at retail in the City either in its original form or as an ingredient of a manufactured or compounded product, in the regular course of business; (3) Gasoline or motor fuel upon which has accrued or has been paid the tax prescribed by Title 39, Article 27, C.R.S.; (4) Tangible personal property brought into the City by a nonresident for that person’s own use, storage, distribution or consumption while temporarily in the City, and the tangible personal property of a resident if such property was purchased prior to becoming a resident of the City; (5) Tangible personal property used, stored, distributed or consumed by the United States or the State or departments, institutions or political subdivisions thereof and the City and any department thereof; (6) Tangible personal property purchased from a nonresident retailer by a resident common carrier, resident public utility or resident construction company which tangible personal property is stored in the City but not used or consumed in the City; (7) Tangible personal property of a person engaged in the business of manufacturing or compounding for sale, profit or use any product, which tangible personal property becomes an ingredient or component part of the product which is manufactured or compounded; (8) Fuel for use in a continuing activity of producing tangible personal property or taxable services, including, but not limited to, processing, manufacturing, mining, refining, irrigation, telecommunication services and street and railroad transportation services; (9) Tangible personal property used, stored, distributed or consumed by charitable organizations in the conduct of the organization’s regular activities to foster its religious or other express charitable purpose, provided that the organization obtains from the City an exempt organization license pursuant to City Sales Tax Ordinance and presents the license as required; (10) Neat cattle, sheep, lambs, swine and goats; and mares and stallions used for breeding purposes; (11) Automotive vehicles and parts and accessories therefor when used or engaged in interstate commerce; (12) Tangible personal property or services which the N.12.6 Packet Pg. 336 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 33 City is prohibited from taxing under the Constitution or laws of the United States or the Colorado Constitution; (13) Drugs dispensed in accordance with a prescription, prescription drugs for animals (excluding prescription pet food), prosthetic devices, and medical supplies; (14) The storage of construction materials and construction materials picked up by the purchaser if the purchaser of such materials presents to the vendor a building permit or other documentation acceptable to the City evidencing that a local sales or use tax has been paid or is required to be paid; (15) Automotive vehicles properly titled and registered to an address outside the City; (16) Goods manufactured in the City and sold by the manufacturer thereof directly to the ultimate consumer when delivery of such goods is made by common, contract or commercial carrier or by conveyance of the vendor or the purchaser to a point outside the City for use outside the City; (17) Cigarettes; (18) Farm machinery and farm machinery parts for use in farming operations; provided, however, that this exemption for farm machinery parts shall not apply to parts installed on farm machinery in the City. Trucks having a manufacturer’s rated capacity of one (1) ton or less shall not be considered farm machinery for the purposes of this Section; (19) Feed and feed supplements and drugs for livestock or poultry and seeds, plants and fertilizers when used for farm operations; (20) Commercial packaging materials and commercial shipping materials; (21) Newsprint and printers’ ink used to print newspapers; and (22) All other tangible personal property and taxable services that are exempt from the sales tax imposed pursuant to the City Sales Tax Ordinance. Sales Tax Rebate on Food. Pursuant to the City Sales Tax Ordinance, upon yearly application to the City Financial Officer, a $63 Sales Tax rebate will be available to all members of the applicant’s household (up to 8 household members) who, prior to such application, has been a resident of the City or its growth management area during the year for which the rebate application is made and the household income meets certain low income limits specified in the City Sales Tax Ordinance. The rebate amounts are paid from the General Fund. Over the past three years, the largest amount of these rebates was approximately $[__] in 20[__]. Use Tax Rebate for Manufacturing Equipment. The City Sales Tax Ordinance also establishes a manufacturing use tax rebate program for qualifying manufacturers as defined in the City Sales Tax Ordinance. Application for the rebate must be made by June 30 of the year following the year in which the use taxes were paid. The rebate amounts are paid from the General Fund. Over the past three years, the largest amount of these rebates was approximately $[__] in 20[__]. Penalties for Failure to Pay Sales Tax; Remedies. If any person fails, neglects or refuses to collect tax or to file a return and pay the tax as required by the City Sales Tax Ordinance, the Financial Officer shall make an estimate of the tax due based on available information and shall add thereto interest on such delinquent taxes at the rate of 1.5% per month from the date the return and tax was due. The Financial Officer shall serve upon the delinquent taxpayer written notice of such estimated taxes, penalty and interest. Such notice shall constitute a notice of determination, assessment and demand for payment and, which payment shall be due and payable within 21 days from the date the notice is mailed. The Financial Officer may, at any time within three years of the date a tax is due, serve upon any taxpayer a written notice of audit notifying the taxpayer that the Financial Officer will be conducting an audit of the taxpayer’s books and records to determine the exact amount of any tax, penalty, interest, collection costs and other charges due. Any tax deficiency must be paid within 21 days from the mailing of a notice of deficiency. Taxpayers may protest deficiency notices and request a hearing. N.12.6 Packet Pg. 337 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 34 If any taxpayer has failed, neglected or refused to pay the tax imposed by the City Sales Tax Ordinance within the time specified for payment, the Financial Officer may assess a $25 charge upon the issuance of each notice of determination, assessment and demand for payment in addition to the taxes, penalties and interest provided for elsewhere in this Article. This charge is imposed to compensate the City for its administrative costs to issue the notice. In addition, the City may include in any assessment against the taxpayer the collection costs the City incurs in collecting the taxes, penalties, interest and other charges owed under this Article, including, without limitation, the City’s attorney fees. Tax constitutes lien. The Sales and Use Tax, together with all penalties, interest, collection costs and other charges pertaining thereto, is a first and prior lien upon the goods, stock-in-trade and business fixtures in which the retailer has an ownership interest except for goods that have been purchased in the ordinary course of business by retail purchasers and such lien takes priority over other liens or claims of whatsoever kind or nature on such property. The Sales and Use Tax imposed by the City Sales Tax Ordinance, together with all penalties, interest, charges and costs of collection pertaining thereto, is a first and prior lien on the real and personal property of the taxpayer other than the goods, stock-in-trade and business fixtures in which the taxpayer has an ownership interest, except as to preexisting liens or claims of a bona fide mortgagee, pledgee, judgment creditor or purchaser whose rights have attached prior to the filing of the notice of lien, on the property of the taxpayer. The Financial Officer may file a lien as provided in the City Sales Tax Ordinance which may be foreclosed and executed upon by the City in the district court of the county in which the encumbered property is located in the same manner as security agreements, mortgages and judgment liens are so foreclosed and executed upon under state law. The full amount of unpaid use taxes arising from and required to be reported pursuant to specified provisions of the City Sales Tax Ordinance, together with interest, penalties, collection costs and other charges as herein provided, are a first and prior lien on the property of the taxpayer and take priority over all other liens of whatsoever kind and nature, except for liens for general taxes created by state law and preexisting liens or claims of a bona fide mortgagee, pledgee, judgment creditor or purchaser whose rights have attached prior to the filing of the notice of lien provided for in the City Sales Tax Ordinance. This lien may be foreclosed and executed upon as described in the prior paragraph. The City’s Building Official shall not make a final inspection on or issue a certificate of occupancy for any construction project unless a person has paid or arranged with the Financial Officer to pay all taxes due under the City Sales Tax Ordinance on all fixtures, minerals and other construction materials and supplies or tangible personal property used in or connected with the construction, reconstruction, alteration, expansion, modification or improvement of any building, dwelling or other structure or improvement to real property in the City. The Financial Officer may issue a warrant directed to any employee, agent or representative of the City or any sheriff of any county of the State, commanding such person to distrain, seize and sell any personal property in which the taxpayer has an ownership interest, except such property as is exempt from the execution and sale by any statute of the State, for the payment of tax due together with interest, penalties, collection costs and other charges thereon in the following circumstances: Under certain conditions, the Financial Officer may apply to the Judge of the City’s Municipal Court for a warrant authorizing the Financial Officer to search for and seize N.12.6 Packet Pg. 338 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 35 property located within the City limits for the purpose of enforcing the collection of any tax deficiency owed under the City Sales Tax Ordinance. In addition to other remedies provided in the City Sales Tax Ordinance, the Financial Officer may treat any such taxes, penalties, interest, collection costs and other charges due and unpaid under the City Sales Tax Ordinance as a debt due to the City from the taxpayer. If a taxpayer fails to pay the tax, or any portion thereof, or any penalty, interest, collection costs or other charges thereon, when due, the Financial Officer may recover at law the amount of such taxes, penalties, interest, collection costs and other charges in any court having jurisdiction. The Financial Officer may also send delinquent tax payers to a collections agency. The City has two staff members dedicated to Sales and Use Tax collections and two auditors. The two staff members focused on collections make every effort to make sure all taxpayers remit any sales and use taxes due to the City. The audit staff conducts between 20-30 audits per year to confirm compliance with the City Sales Tax Ordinance. History of Sales and Use Tax Collections. The following table sets forth a history of City Sales and Use Tax collections at a rate of 3.85%. Not all of the Sales and Use Tax revenues depicted in the table below are available to pay Base Rentals under the Lease. History of City Sales and Use Tax Collections(1) Year Sales Tax Collections Percent Change Use Tax Collections Percent Change Total Collections Percent Change 2017 112,113,302 -- 23,645,444 -- 135,758,746 -- 2018 116,302,114 3.74 22,451,059 (5.05) 138,753,173 2.21 2019 119,690,724 2.91 22,253,396 (0.88) 141,944,120 2.30 2020 115,661,061 (3.37) 20,020,218 (10.04) 135,681,279 (4.41) 2021(2) 137,910,207 19.24 20,990,056 4.84 158,900,263 17.11 2022(3) (1) Unaudited. (2) Amounts paid to the Foothills redevelopment area and amounts subject to economic development rebate agreements are not included in this table. (3) Represents collections through [__________ __], 2022. Source: The City. [City to update this section with current trends] Sales and Use Tax Trends. The City Sales Tax continues to grow. In the last three years overall growth has begun to slow, but the year-over-year trend is still on a growth trajectory. The City expects this trend to continue in the years to come. Sales Tax will continue to increase, but at a more modest pace than seen in the past. Use tax receipts have historically been volatile and reflect the local community’s investment in new equipment and buildings. In 2015 use tax collections hit a historic high of $29.1 million and have been steadily declining as the City has not seen any recent major economic expansion of the industry sectors that drive use tax. Actual revenue has been higher than budgeted revenue in 4 of the last 5 years. In 2017, actual sales tax was lower than budgeted by (3.2%). However, use tax came in higher than budget by 6.6%, resulting in combined sales and use tax revenue being under budget by (1.6%). N.12.6 Packet Pg. 339 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 36 Actual sales tax ended 2018 1.3% higher than budgeted, net of rebates. Sales and use tax combined ended the year 1.4% higher than budgeted and Amazon has been remitting sales tax on behalf of its sellers. Monthly Collection Comparisons. The following tables present a comparison of monthly Sales Tax and Use Tax collections (based on a rate of 3.85%) for the 12-month periods ended December 31, 2020 and 2021. The figures in the table are net of amounts paid to the Foothills redevelopment area and amounts subject to economic development rebate agreements. The figures in the following tables are presented on a cash basis (i.e., the figures are recorded in the month in which the revenue was received by the City, not the month in which the underlying sale was made). Comparison of Monthly Sales Tax Collections Twelve-Month Period Ending December 31, 2021 Twelve Month Period Ending December 31, 2020 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative January $13,211,937 $13,211,937 $13,246,840 $13,246,840 (0.3)% (0.3)% February 9,825,110 23,037,047 8,861,766 22,108,606 10.9% 4.2% March 9,207,263 32,244,310 8,459,480 30,568,086 8.8% 5.5% April 11,266,136 43,510,446 8,922,802 39,490,888 26.3% 10.2% May 10,739,497 54,249,943 7,162,576 46,653,464 49.9% 16.3% June 10,971,112 65,221,055 9,133,289 55,786,753 20.1% 16.9% July 12,625,855 77,846,910 10,234,047 66,020,800 23.4% 17.9% August 11,418,124 89,265,034 9,545,605 75,566,405 19.6% 18.1% September 12,790,771 102,055,805 9,834,501 85,400,906 30.1% 19.5% October 12,602,952 114,658,757 10,668,877 96,069,783 18.1% 19.3% November 11,996,249 126,655,006 9,841,975 105,911,758 21.9% 19.6% December 11,255,201 137,910,207 9,749,303 115,661,061 15.4% 19.2% Source: City Finance Department. Comparison of Monthly Use Tax Collections Twelve-Month Period Ending December 31, 2021 Twelve Month Period Ending December 31, 2020 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative January $1,494,231 $1,494,231 $1,863,473 $1,863,473 (19.8)% (19.8)% February 1,388,239 2,882,470 1,523,740 3,387,213 (8.9)% (14.9)% March 1,470,614 4,353,084 1,467,641 4,854,854 0.2% (10.3)% April 1,656,719 6,009,803 1,416,785 6,271,639 16.9% (4.2)% May 1,791,708 7,801,511 1,164,169 7,435,808 53.9% 4.9% June 1,799,850 9,601,361 1,991,302 9,427,110 (9.6)% 1.8% July 1,969,118 11,570,479 1,781,640 11,208,750 10.5% 3.2% August 2,093,235 13,663,714 1,789,076 12,997,826 17.0% 5.1% September 1,916,589 15,580,303 2,263,670 15,261,496 (15.3)% 2.1% October 1,689,942 17,270,245 1,645,295 16,906,791 2.7% 2.1% November 2,146,189 19,416,434 1,576,692 18,483,483 36.1% 5.0% December 1,573,622 20,990,056 1,536,735 20,020,218 2.4% 4.8% Source: City Finance Department. N.12.6 Packet Pg. 340 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 37 Principal Sales and Use Tax Generators. The following table sets forth the ten vendors that generated the largest amount of City Sales and Use Tax in 2021. Certain of the vendors listed below may represent more than one location of the business within the City. Because of the confidential nature of the gross sales of such entities, the vendors’ identities cannot be divulged under penalty of law. The City expects that these large Sales and Use Tax generators will remain substantially the same for 2022. Ten Largest Sales and Use Tax Generators - 2021 Sales and/or Use % of Total Type of Business Type of Tax Tax Collected Collections(1) Restaurants, Caterers and Bars Sales Tax $19,629,250 12.35% Miscellaneous Retailers Sales Tax 18,511,904 11.65% Grocery, Convenience, Liquor Sales Tax 17,425,357 10.97% General Merchandise Sales Tax 11,917,475 7.50% Building Materials, Garden Equipment and Supplies Sales Tax 11,697,795 7.36% Vehicle Sales, Parts and Repairs Sales Tax 9,962,256 6.27% Car Tax Use Tax 8,917,017 5.61% Pharmacy, Salon and Laundry Sales Tax 6,601,726 4.15% Return Tax Use Tax 6,110,060 3.85% Sporting, Hobby, Book, Music Sales Tax 6,080,338 3.83% Total $116,853,178 73.54% (1) Based on total 2021 Sales and Use Tax collections of $159,900,263. Source: The City. In 2021, restaurants as a group accounted for approximately 12.4% of total City Sales Tax collections, miscellaneous retailers as a group accounted for approximately 11.7% and grocery/convenience/liquor stores as a group accounted for approximately 11.0%. No other industry accounted for more than 10% of total City Sales Tax collections in 2021. History of Natural Areas Fund Collections. The following table sets forth a history of collections associated with the Natural Areas Fund. Not all of the sales tax revenues depicted in the table below are available to pay Base Rentals under the Lease. Natural Areas Fund Collections(1) Year Tax Collections Percent Change 2017 2018 2019 2020 2021 2022 (2) (1) Unaudited. (2) Represents collections through [__________ __], 2022. Source: The City. N.12.6 Packet Pg. 341 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 38 City General Fund Budget Summary and Comparison General. Set forth below is a comparison of the City’s General Fund budgets for 2020, 2021 and 2022, compared to results for 2020 and 2021 (unaudited). The table below is presented in budgetary format and is not intended to conform to generally accepted accounting principles. Minimum Fund Balance Policy. It is the City’s policy to maintain a 60-day liquidity goal minimum unassigned fund balance in the General Fund. The minimum unassigned fund balance should be at least 17% of the subsequent year’s originally adopted budgeted expenditures and transfers out, excluding expenditures and transfers out for large and unusual one-time items. This liquidity goal is in addition to the 3% emergency reserve requirement of Article X, Section 20 of the Colorado Constitution (“TABOR”), as described in “CERTAIN LEGAL MATTERS--Constitutional Limitations.” Budget to Actual Comparison - City General Fund [Table to come] History of City General Fund Revenues, Expenditures and Changes in Fund Balances The following table provides a comparative history of revenues, expenditures and changes in fund balance in the City’s General Fund for fiscal years 2017 through 2021 (unaudited). The information in this table has been derived from the audited financial information presented in the City’s Annual Comprehensive Financial Report (“ACFR”) for 2017-2020 and from unaudited 2021 year-end information provided by the City. The information should be read together with the City’s fiscal year 2020 basic financial statements (and accompanying notes) appearing in Appendix A. Financial statements for preceding years may be obtained from the sources noted in “INTRODUCTION--Additional Information.” Prospective investors should be aware that the Certificates are payable solely from the Trust Estate. Inclusion of the following material is for informational purposes only and does not imply that the Certificates constitute a general obligation of the City or a lien on any City revenues. The General Fund is not pledged to pay debt service on the Certificates. The City has other obligations payable from legally available revenues. See “CITY DEBT STRUCTURE.” In addition, the City may use legally available revenues in the General Fund to appropriate funds for the payment of other City obligations as described in “CERTAIN RISK FACTORS-- Nonappropriation; Factors that May Cause Insufficiency of Expected Revenues.” N.12.6 Packet Pg. 342 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 39 General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances Year Ended December 31, Revenues 2017 2018 2019 2020 2021(1) Taxes $109,330,572 $113,487,738 $116,593,702 $114,017,971 Licenses and permits 3,809,880 3,799,224 3,509,596 3,236,593 Intergovernmental 14,052,239 15,086,813 16,526,016 22,488,959 Fees and charges for services 9,506,463 9,824,761 9,793,971 10,455,062 Fines and forfeitures 2,033,894 2,045,599 1,764,265 1,748,428 Earnings on investments 1,159,928 1,617,893 2,930,084 1,899,810 Miscellaneous 1,424,505 3,922,598 1,099,084 2,668,030 Total Revenues 141,317,481 149,784,626 152,216,718 156,514,853 Expenditures (2) Current Police services 36,927,099 39,117,192 41,776,651 48,902,970 Financial services 4,360,932 4,528,892 4,599,848 4,445,332 Community services 12,485,988 13,184,045 14,160,785 15,042,535 Planning, development & transportation 8,856,489 9,899,638 10,258,328 10,216,497 Executive, legal and judicial 6,815,336 7,060,086 7,780,374 16,404,751 Information and employee 17,298,851 18,099,958 17,548,639 20,575,031 Sustainability services 6,727,816 5,720,380 5,655,946 4,183,263 Other 1,695,009 1,782,447 1,674,285 1,822,740 Intergovernmental Fire protection 24,012,449 25,009,640 26,715,616 27,820,743 Capital outlay 4,022,277 4,890,463 3,543,157 2,357,128 Debt Service Principal -- -- 60,769 -- Interest and debt service costs 497 3,629 2,784 -- Total Expenditures 123,202,743 129,296,370 133,777,182 151,770,990 Excess of revenues over expenditures 18,114,738 20,488,256 18,439,536 4,743,863 Other Financing Sources (Uses) Transfers in 1,678,411 1,368,483 2,297,362 2,333,654 Transfers out (3) (25,967,493) (25,548,020) (41,060,644) (16,120,505) Debt Debt Issued -- -- 23,865,000 -- Premium on Debt -- -- 1,879,179 -- Sale of capital assets 1,539,481 6,896 -- -- Total Other Financing Sources (Uses) (22,749,601) (24,172,641) (13,019,103) (13,786,851) Net change in fund balances (deficit) (4,634,863) (3,684,385) 5,420,433 (9,042,988) Fund balances-Beginning of year 75,374,780 70,739,917 67,055,532 72,475,965 Fund balances-End of Year $70,739,917 $67,055,532 $72,475,965 $63,432,977 (1) Unaudited. Subject to changes and adjustments during the audit process. (2) The City reclassifies its expenditures among categories from time to time. For example, in 2017, certain City services were reallocated between the “community services” category and the “information and employee” category. (3) The City transfers funds out to various funds each year as required by law, accounting principles, or in its discretion. The largest transfers are to the transit services and transportation funds, internal service funds (such as the self-insurance and data and communication funds), the capital leasing corporation fund (for the payment of amounts due under certain lease agreements) and the capital projects fund. Source: Derived from the City’s ACFRs for the years ended December 31, 2017 through 2020 and from preliminary unaudited information for the year ended December 31, 2021. N.12.6 Packet Pg. 343 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 40 [City to update this section with general trends and forecasts] Over the past 5 years the General Fund has remained healthy with fund balances ranging from $64.6 million to $75.4 million. Revenue continues to grow at a steady pace. Actual revenue continues to come in over budget for items within the General Fund. Sales tax makes up about 50% of revenue in the General Fund. Use tax accounts for about 8% of the General Fund revenue. In 2017, sales tax revenue was lower than budget, but other revenue sources were above budget to offset the shortfall. The City developed a contingency budget mid-year to ensure that it would be able to stay within the actual amounts collected on sales tax during the year, however, this contingency budget was ultimately unnecessary. Actual sales tax collections for 2018 ended 3.6% higher than 2017, net of rebates. Sales tax was 1.3% higher than budgeted for 2018, net of rebates. The City has had no major swings in revenue or expenditures during the previous five years. Revenues continue to keep up with expenditures even with a slowing of growth in our sales tax. The City continues to pay down outstanding debt and in the past five years has held governmental debt service as a percentage of governmental expenditures between 1% and 2%. N.12.6 Packet Pg. 344 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 41 THE CITY General. The City was founded in 1864 and incorporated as a statutory town on February 3, 1873. The City became a city of the second class on February 2, 1883, and existed in this form until September 16, 1913, when the City Charter was adopted by a majority of the electors of the City acting under the provisions of Article XX of the Constitution of the State. Pursuant to such provisions, the City is considered to have plenary powers in matters of local concern and broad powers to legislate in areas of mixed statewide and local concern, except as limited by State law and the provisions of the City Charter. On October 5, 1954, the present Charter was adopted authorizing a council-manager form of government. [The City had an estimated population of 174,836 as of August 2020] and is located approximately 65 miles north of Denver in north central Colorado just west of Interstate 25, the principal route between Denver, Colorado, and Cheyenne, Wyoming. The University is located in the City, and students and staff at the University are a significant factor in the City’s economy. The City is the county seat of Larimer County (the “County”). Historically, the City was a trading center for the surrounding agricultural area, but in recent years the City has attracted a significant number of light industry and high technology businesses. Basic municipal services provided by the City include parks, recreation, planning, police protection, public transportation (“TransFort”), water, wastewater, electricity, public works (including street maintenance), stormwater and municipal court. The City’s water, wastewater, stormwater and electric utilities are operated as separate enterprises of the City but are all administered as parts of the City’s Utility Services. Operations during COVID-19. During fiscal year 2020, the City was faced with the COVID-19 health pandemic and a state of emergency was declared in March 2020. City Management took immediate steps in March to reduce planned spending levels. In response to the COVID-19 outbreak, the City was required to deviate from its normal course of business related to the biennial Budgeting for Outcomes (BFO) process. The City was faced with a high degree of uncertainty over the potential revenue impacts. The City instituted a modified, one- year BFO process for 2021 that was informed by the cost reductions taken in 2020 and revenue forecasts projected in mid-2020. The revenue impacts to the City were less severe than originally forecast and the City’s efforts to reduce spending exceeded initial projections. In addition to these factors the City also received the following amounts from the Coronavirus Aid, Relief, and Economic Security (CARES) Act: $9 million from the Coronavirus Relief Fund (CRF), $8.7 million from the Federal Transportation Agency (FTA), and $1.5 million from Community Development Block Grant (CDBG). Principal Officials City Council. Under the provisions of the City Charter, the City is governed by a six-member Council and a Mayor who are elected by the voters. Members of the City Council are elected from six districts within the City and the Mayor is elected based on a city-wide vote. The present Mayor and members of the City Council are as follows: N.12.6 Packet Pg. 345 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 42 Name and Position Principal Occupation Term Expires Jeni Arndt, Mayor Mayor 4/2023 Susan Gutowsky, Council Member Retired Educator 4/2023 Julie Pignataro, Council Member Information Technology 4/2023 Tricia Canonico, Council Member Small Business Owner 4/2025 Shirley Peel, Council Member Board Member 4/2023 Kelly Ohlson, Council Member Member of Various Boards 4/2025 Emily Francis, Mayor Pro Tem Employed at CDPHE 4/2023 All legislative powers of the City are vested in the City Council except as otherwise provided in the City Charter. The affirmative vote of the majority of the City Council members present is required for the enactment of any regularly enacted ordinance. The City Charter provides for voter referenda and initiatives, pursuant to which voters may require the City Council to submit ordinances and City Charter amendments to the voters. Under these provisions of the City Charter, any registered elector may commence a referendum proceeding on the ordinance authorizing the execution and delivery of the Certificates at any time within ten days after final passage of the ordinance, by filing a notice of protest. The City Council appoints all boards and commissions, unless otherwise required by law, and also appoints the City Manager, the City Attorney and the Municipal Court Judge. The City Manager is the chief executive of the City and is responsible for the enforcement of the City’s laws and ordinances. The City Manager also administers the operation of all the departments and divisions of the City, except that the City Attorney supervises the City’s legal staff and the Municipal Judge supervises the operation of the Municipal Court. Agencies or officials reporting directly to the City Council include the City Manager, the City Attorney, the Municipal Court Judge and a number of boards and commissions, including the Energy Board, the Water Board and the Planning and Zoning Board. The State Constitution reserves to the City certain powers, including the power to issue, refund, and liquidate all kinds of municipal obligations, the power to assess property in the City and the power to levy and collect property and sales and use taxes. However, such powers are subject to certain limitations as described in “LEGAL MATTERS--Certain Constitutional Limitations.” Administration. The Interim City Manager, Kelly DiMartino, has held the position since [__], having previously worked for the City in other roles for over 24 years. Prior to her work with the City, Ms. DiMartino served as the Public Information Officer for the City of Grand Island, Nebraska. Ms. DiMartino holds a bachelor’s degree from Hastings College in business administration and a Master’s of Business Administration from Colorado State University. In March 2020, the City Council took a brief pause on its search for a new City Manager. The Council is committed to finding the right candidate for the job. The City Financial Officer, Travis Storin, has held his position since February 2022. Prior to that time, Mr. Storin served as Accounting Director for 5 years. Employees; Labor Relations As of [DATE], the City administration manages 2,325 full-time, part-time, seasonal and contractual employees. The City recognizes a bargaining agent for only one group of employees, full-time sworn police officers of the City police department maintaining the rank of lieutenant and below, community service officers and dispatchers equivalent to the rank of N.12.6 Packet Pg. 346 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 43 lieutenant and below and police records and evidence employees equivalent to the rank of lieutenant and below. Charter provisions and State legal decisions limit the matters to which the City and its police union can agree in a collective bargaining agreement. Labor relations between the City and its employees may be described as free of significant dispute. Pension Plans Except as explained below, the City’s permanent, classified non-uniformed employees hired prior to January 1, 1999, are eligible to be members of the General Employees’ Retirement Plan, a single employer defined benefit plan. The City’s current funding policy (which can be changed by the City Council in its discretion) is to contribute 10.5% of the compensation for active plan participants plus an annual supplemental contribution while the plan is underfunded, as defined in the policy. The City’s contribution for 2020 was 10.5% of covered payroll with a supplemental contribution of $1,120,000, for a total City contribution recognized for 2020 of $1,415,437. The City’s contribution for 2021 (unaudited) was 10.5% of covered payroll with a supplemental contribution of $1,120,000, for a total City contribution recognized for 2021 of $1,361,952. As of December 31, 2020, the City’s Net Pension Liability (“NPL”) was $9.1 million and the Plan had a funded ratio of 84.9% of a Total Pension Liability of $60,484,916. As of December 31, 2021, the City’s Net Pension Liability was $5.1 million and the Plan has a funded ratio of 91.5% of a Total Pension Liability of $59,647,727. See Note IV(B)(1) in the audited financial statement attached hereto as Appendix A and the Required Supplementary Information Other Than MD&A for a history of funding levels and more information regarding the Plan, including significant assumptions, funding policies and information about the Pension Trust Fund. Employees hired after January 1, 1999, are only eligible to participate in a defined contribution money purchase pension plan created in accordance with Internal Revenue Code § 401(a). Contributions made by the City are not taxed until they are withdrawn. Employee contributions are made with pre-tax dollars, and the earnings on City and employee contributions are not taxed until withdrawn. For 2020, City and employee contributions to the plan were $8,872,100 and $4,979,974, respectively. For 2021 (unaudited), City and employee contributions to the plan were $[__] and $[__], respectively. Police Services employees through the Collective Bargaining Unit (CBU) participate in a mandatory Retirement Health Savings Plan (RHS). The City does not have administrative involvement and does not perform the investment function of this plan, therefore it is not included in the City’s financial statements. Employee contributions are made through pre-tax payroll deductions. The CBU RHS plan requires mandatory matching contributions by employer and employee as follows: 1% contribution to be made by all qualifying participants with less than 10 years of service, 1.25% for participants with 10-20 years of service, and 1.5% for participants with more than 20 years of service. For 2021 (unaudited), City and employee contributions to the plan were $[__] and $[__], respectively. Services Provided by Other Entities Certain basic municipal services are provided within the City by public entities other than the City. These include the County, the Health District of Northern Larimer County, East Larimer County Water District, Fort Collins-Loveland Water District, South Fort Collins Sanitation District, Boxelder Sanitation District, Poudre River Public Library District and Poudre Fire Authority. The County provides additional recreation, law enforcement and social services. N.12.6 Packet Pg. 347 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 44 Elementary schools, middle schools and high schools in the City are provided by both Poudre School District R-1 and Thompson School District No. R2-J, which are independent political subdivisions of the State, not under the control of the City. The City and the City of Loveland jointly own and operate the Northern Colorado Regional Airport. The City’s government-wide financial statements reflect 50% equity ownership interest in the airport. Certain other basic services are provided within the City by private entities. Natural gas service is provided by Xcel Energy. Trash collection is provided by private contractors. RISK MANAGEMENT City Insurance Coverage The City maintains a comprehensive insurance program covering automobile liability, general liability, police liability, and public official liability exposures as well as damage or destruction of property. The City self-insures for a portion of the program and purchases liability insurance through a risk retention group. The City also maintains workers’ compensation insurance as required by law. See Note IV(A) in the audited financial statement attached hereto as Appendix A for a description of the City’s risk management program for 2020. Cybersecurity The City’s IT infrastructure is constantly under attack, although most attacks are avoided all-together. The City has experienced successful infiltrations and compromise in the past. Thus far, the previous attacks have been isolated and remediated before impacting City operations. The City has cyber insurance coverage and is currently making tremendous improvements in implementing measures to better prepare both employees and infrastructure, and to mature its mitigation standards, as well as the adoption of world-class third-party 24/7 monitoring, detection and remediation solutions. Climate Change Changing weather patterns have impacted areas within the State, including the City. The impacts include increasing temperatures, more extreme weather patterns, longer periods of drought, and increased wildfires. Recent fires have been widespread and, in some cases, have occurred near the City. Colorado, the federal government and local firefighting agencies have dedicated significant resources for prevention, management and eradication of fires. It is difficult to predict whether or how a changing climate will impact the City and its finances, but extreme weather and increased fire activity could impact the City’s facilities. The City maintains casualty property insurance policies to insure against damage or destruction of its facilities. Extreme weather events could also damage or destroy private properties located in the City. Such damage or destruction could potentially impact the City’s tax revenues. N.12.6 Packet Pg. 348 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 45 The Fort Collins community has a long been a regional and national leader on climate action, dating back to 1999 when the City's first climate action plan was adopted. In 2015, City Council unanimously adopted the following accelerated climate action goals for the community: • 20 percent carbon emissions reduction below 2005 levels by 2020; • 80 percent carbon emissions reduction below 2005 levels by 2030; and • Carbon neutral by 2050. In 2021, City Council adopted the joint update to the Climate Action Plan, Energy Policy, and Road to Zero Waste, called Our Climate Future (OCF). OCF articulates a commitment to mitigating and adapting to climate change with people-first systems approach, meaning that community members’ voices and priorities are at the center of this work to help the City reach its 2030 goals and beyond. N.12.6 Packet Pg. 349 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 46 CITY FINANCIAL OPERATIONS Budget Process Pursuant to the City Charter and the Municipal Code, the City budget is submitted by the City Manager to the City Council biannually. The proposed budget is required to provide a complete financial plan of all City funds for the ensuing budget term. In addition, the City Manager annually submits a five-year long-range capital program for the City’s physical development. Two public hearings are conducted on the proposed budget. After the public hearing, the City Council may adopt the budget with or without amendment. In amending the budget it may add or increase programs or amounts and may delete or decrease any programs or amounts. The City Council must adopt a budget by ordinance on or before November 30 of the year preceding the budget term. The ordinance approving the budget or appropriating funds for the ensuing budget year includes the property tax levy to be certified to the County no later than December 15 of each year for collection as required by law. The City Charter provides that, upon recommendation by the City Manager, the City Council may make supplemental appropriations by ordinance at any time during the fiscal year, provided that the total amount of the supplemental appropriations, combined with previous appropriations for the same fiscal year, do not exceed the current estimate of actual and anticipated revenues and other funds to be received by the City during the fiscal year. Financial Statements Pursuant to Title 29, Article 1, Part 6, C.R.S., an annual audit is required to be made of the City’s financial statements at the end of the fiscal year. The audited financial statements must be filed with the City Council within six months after the end of the fiscal year and with the state auditor 30 days thereafter. Failure to file an audit report may result in the withholding of the City’s property tax revenues by the County treasurer pending compliance. The City’s audited basic financial statements, derived from the City’s 2020 ACFR, are attached to this Official Statement as Appendix A. Those financial statements are the most current audited financial information available for the City. Capital Improvement Program The information below was provided by the City’s Finance Department and reflects the potential spending on Capital Improvements by the City on various categories of Capital Improvements for the time periods shown below. N.12.6 Packet Pg. 350 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 47 2022-2025 Capital Improvements(1)(2) 2019 2020 2021 2022 TOTAL General Capital Projects(3) $5,255,000 $5,360,000 $5,467,000 $5,576,000 $24,855,000 0.25% Community Capital Improvement Program 7,366,000 5,034,000 2,949,000 5,959,000 26,898,000 Neighborhood Parkland(3) 3,548,000 1,843,000 1,880,000 1,918,000 11,345,000 Conservation Trust(3) 1,568,000 1,243,000 1,267,000 1,293,000 6,671,000 Light & Power 9,735,000 9,223,000 16,558,000 25,875,000 71,262,000 Water 4,856,000 13,008,000 22,102,000 29,087,000 81,095,000 Wastewater 7,906,000 16,159,000 6,007,000 6,483,000 52,330,000 Storm Drainage 4,656,000 6,300,000 15,495,000 15,595,000 53,002,000 TOTAL $44,890,000 $58,170,000 $71,725,000 $91,786,000 $327,458,000 (1) Projects of the Downtown Development Authority are not included in this table. (2) Actual results will vary from the amounts projected, and the variances may be material. (3) These categories have no adopted and dedicated budget for Capital Improvement. The amounts of spending shown for years 2020-2022 in the table above is an average of prior spending by the City on Capital Improvements within these categories. [City to update table with estimates for 2022-2025] N.12.6 Packet Pg. 351 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 48 CITY DEBT STRUCTURE The following is a general discussion of the City’s authority to incur general obligation indebtedness and other financial obligations and the amount of such obligations currently outstanding. Authority to Incur Debt General. The City Charter provides that the City is authorized to issue (a) short- term notes, (b) general obligation bonds (which, except for general obligation water bonds, must be approved at an election and are subject to a limitation of 10% of the most recent assessed valuation of taxable property in the City), (c) revenue securities, (d) special or local improvement district securities, (e) tax increment securities, and (f) any other securities not in contravention of the City Charter. Notwithstanding the foregoing, Article X, Section 20 of the State Constitution (“TABOR”) requires prior voter approval of any multiple-fiscal year direct or indirect debt or other financial obligation, subject to certain exceptions. For example, an “enterprise” as defined in TABOR is not subject to these voter approval requirements. See “LEGAL MATTERS-- Certain Constitutional Limitations.” Enterprises. On April 6, 1993, the registered electors of the City approved an amendment to the City Charter that permits the City Council by ordinance to create enterprises for the City’s water, wastewater, stormwater and electrical utilities and to authorize such enterprises to issue their own revenue bonds without voter approval. On November 7, 2017, the City’s registered electors approved another Charter amendment that permits the City Council by ordinance to authorize the Enterprise to issue revenue bonds without voter approval to fund the provision of telecommunication facilities and services. The City Council serves as the board for each enterprise. Revenue bonds issued by an enterprise are treated as having the same obligor as revenue bonds of the City payable from the same sources and are subject to contractual restrictions on revenue pledges contained in prior City ordinances. Debt Structure of the City The following table describes the long-term debt structure of the City as of April 15, 2022. N.12.6 Packet Pg. 352 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 49 Combined Statement of Debt as of April 15, 2022 Amount Outstanding(1)(2) 2021 Taxable Subordinate Lien Revenue 3-year Loan $ 400,000 2021 Taxable Subordinate Lien Revenue 8-year Loan 509,000 Colorado Energy Office Loan 800,000 2022 Taxable Subordinate Lien Revenue 15-year Loan 695,000 Light and Power Bond Debt Supported by Light and Power/Broadband revenue 129,635,000 Water Revenue Bonds Debt Supported by Water Fund revenue 654,359 Sewer Revenue Bonds Debt Supported by Sewer Fund revenue 14,125,000 Storm Drainage Revenue Bonds Debt Supported by Storm Drainage Fund revenue 895,000 Tax Increment Revenue Bonds Debt Supported by Downtown Development Authority property tax increment revenue 3,720,253 Debt Supported by Urban Renewal Authority property tax increment revenue 10,900,000 TOTAL $162,333,612 (1) Does not include accumulated leave payable and capital lease obligations that are reported by the City as long-term debt in its financial statements. (2) The City has defeased certain bonds by placing the proceeds of refunding bonds in irrevocable trusts to provide for all future debt service payments on the defeased bonds. The trust accounts’ assets and the liability for the defeased bonds are not included in the City’s financial statements. Other Obligations General. The City’s policy is to utilize short-term borrowing only for capital, as opposed to operating, purposes, and the City has used short-term borrowing sparingly. In the past the City’s short-term borrowing has been by means of notes or lines of credit. Lease-Purchase Agreements. On July 27, 2004, the City entered into an annually renewable lease agreement (the “2004 Lease”) to finance the costs of a new police headquarters facility, the acquisition of open space acreage and the remodeling of a transportation materials warehouse. Base rental payable under the 2004 Lease supported the payment of certain certificates of participation. On October 18, 2012, the City entered into an annually renewable lease agreement with U.S. Bank Trust Company National Association (the “2012 Lease”) to refund certain certificates of participation that were supported payments from the 2004 Lease. Base rentals payable under the 2012 Lease support the payment of certain certificates of participation (assuming annual appropriations are made for that purpose). The certificates of participation related to the 2012 Lease are outstanding in the aggregate principal amount of $9,625,000. On August 9, 2017, the City entered into an annually renewable lease agreement with U.S. Bank Trust Company National Association (the “2017 Lease”) to purchase 216 parking spaces within a newly-constructed 323 space parking garage. Base rentals payable under the 2017 Lease support the payment of certain certificates of participation (assuming annual appropriations are made for that purpose). The related certificates of participation are outstanding in the aggregate principal amount of $5,290,000. N.12.6 Packet Pg. 353 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 50 On March 21, 2019, the City entered into an annually renewable lease purchase agreement with U.S. Bank Trust Company National Association (the “2019 Lease”) to finance improvements to a highway interchange and construct a police training facility. Base rentals payable under the 2019 Lease support the payment of certain certificates of participation (assuming annual appropriations are made for that purpose). The related certificates of participation are outstanding in the aggregate principal amount of $21,245,000. The following table sets forth the base rentals payable by the City under the 2012 Lease, the 2017 Lease and the 2019 Lease. The base rentals payable under those leases are also payable from any legally available revenues of the City. Base Rentals Payable Pursuant to Other City Lease-Purchase Agreements(1) Year 2012 Base Rentals 2017 Base Rentals 2019 Base Rentals Total Base Rentals 2022 $2,072,749 $961,192 $1,687,181 $4,721,122 2023 2,072,577 960,608 1,689,181 4,722,366 2024 2,066,814 959,528 1,688,931 4,715,273 2025 1,926,734 957,952 1,686,431 4,571,117 2026 1,922,336 960,880 1,686,681 4,569,897 2027 -- 958,188 1,689,431 2,647,619 2028 -- -- 1,689,431 1,689,431 2029 -- -- 1,686,681 1,686,681 2030 -- -- 1,688,281 1,688,281 2031 -- -- 1,687,881 1,687,881 2032 -- -- 1,685,481 1,685,481 2033 -- -- 1,689,681 1,689,681 2034 -- -- 1,687,531 1,687,531 2035 -- -- 1,689,181 1,689,181 2036 -- -- 1,687,619 1,687,619 2037 -- -- 1,689,650 1,689,650 2038 -- -- 1,688,138 1,688,138 Total $10,061,210 $5,758,348 $28,697,391 $44,516,949 ___________ (1) Totals may not add due to rounding. Source: The Municipal Advisor Other Leases. The City has also entered into long-term leases for various property and equipment. Since the leases are arrangements that either transfer the ownership of the assets to the City or provide options to purchase the assets at the completion of the agreement, they are treated as capital leases as defined by Statement of Financial Accounting Standards Board Release No. 13, “Accounting for Leases,” as amended and interpreted. As of December 31, 2021, the present value of future minimum lease payments under the City’s outstanding long- term capital lease obligations totaled $7,009,450. This amount does not include the annually renewable leases described in the preceding paragraphs. Payments by the City under the leases of the facilities, property and equipment securing these obligations are subject to annual appropriation by the City Council. N.12.6 Packet Pg. 354 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 51 ECONOMIC AND DEMOGRAPHIC INFORMATION This portion of the Official Statement contains general information concerning historic economic and demographic conditions in and surrounding the City. It is intended only to provide prospective investors with general information regarding the City’s community. The information was obtained from the sources indicated and is limited to the time periods indicated. The information is historic in nature; it is not possible to predict whether the trends shown will continue in the future. The City makes no representation as to the accuracy or completeness of data obtained from parties other than the City. Population The following table sets forth the respective populations of the City, Larimer County and the State for the time periods shown. Between 2010 and 2020, the City’s population increased 17.9% and Larimer County’s population increased 19.8%. The State’s population increased 14.8% during the same time period. Population Year City of Fort Collins Percent Change Larimer County Percent Change Colorado Percent Change 1970 43,337 -- 89,900 -- 2,207,259 -- 1980 65,092 50.2% 149,184 65.9% 2,889,735 30.9% 1990 87,758 34.8 186,136 24.8 3,294,394 14.0 2000 118,652 35.2 251,494 35.1 4,301,261 30.6 2010 143,986 21.4 299,630 19.1 5,029,196 16.9 2020 169,810 17.9 359,066 19.8 5,773,714 14.8 Sources: United States Department of Commerce, Bureau of the Census. Income The following table sets forth annual per capita personal income levels for Larimer County, the State and the nation. Per capita personal income levels in Larimer County have consistently been lower than personal income levels in the State and the nation during the period shown. Annual Per Capita Personal Income Year(1) Larimer County Colorado United States 2016 $48,252 $52,390 $49,613 2017 51,410 55,294 51,573 2018 53,836 58,471 53,817 2019 55,935 61,087 55,724 2020 58,725 64,034 59,147 2021 n/a 69,016 63,444 Figures for Larimer County updated November 16, 2021. Figures for the State and the nation updated March 23, 2022. All figures are subject to periodic revisions. Source: United States Department of Commerce, Bureau of Economic Analysis. N.12.6 Packet Pg. 355 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 52 Employment The following table presents information on employment within Larimer County, the State and the nation for the period indicated. Labor Force and Percent Unemployed Larimer County(1) Colorado(1) United States Year Labor Force Percent Unemployed Labor Force Percent Unemployed Percent Unemployed 2017 193,515 2.3% 2,963,789 2.6% 4.4% 2018 199,314 2.6 3,049,640 3.0 3.9 2019 203,074 2.2 3,100,598 2.6 3.7 2020 201,273 6.0 3,087,271 6.9 8.1 2021 206,492 4.7 3,156,110 5.4 5.3 Month of February 2021 202,596 5.8% 3,118,541 6.3% 6.2% 2022 211,100 3.5 3,226,563 4.0 3.8 (1) Figures for Larimer County and the State are not seasonally adjusted. Sources: State of Colorado, Department of Labor and Employment, Labor Market Information, Labor Force Data and United States Department of Labor, Bureau of Labor Statistics. The following table sets forth the number of individuals employed within selected Larimer County industries that are covered by unemployment insurance. In 2020, the largest employment sector in Larimer County was health care and social assistance (comprising approximately 15.7% of the county’s work force), followed, in order, by retail trade, educational services, accommodation and food services, and manufacturing. For the twelve-month period ended December 31, 2020, total average employment in Larimer County decreased 4.8% as compared to the same period ending December 31, 2019, and average weekly wages increased approximately 8.3% during the same period. N.12.6 Packet Pg. 356 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 53 Average Number of Employees within Selected Industries – Larimer County Industry 2016 2017 2018 2019 2020 2021(2) Accommodation and Food Services 18,175 18,630 19,130 19,235 15,251 16,774 Administrative and Waste Services 8,518 8,579 8,666 8,557 7,915 7,760 Agriculture, Forestry, Fishing, Hunting 798 843 854 988 946 942 Arts, Entertainment and Recreation 3,006 3,071 3,156 3,324 2,631 3,016 Construction 10,426 10,753 11,179 11,306 11,144 11,552 Educational Services 17,295 17,644 18,225 18,488 17,657 17,597 Finance and Insurance 3,673 3,709 3,607 3,414 3,371 3,431 Government 7,926 8,036 8,099 8,131 8,191 8,251 Health Care and Social Assistance 21,111 22,181 23,623 24,866 24,776 25,710 Information 2,950 3,028 3,215 3,535 3,228 2,955 Management of Companies/Enterprises 860 865 882 1,017 1,030 1,111 Manufacturing 13,321 13,731 14,371 14,632 13,973 14,443 Mining 498 497 507 559 487 452 Non-classifiable 19 7 24 21 31 42 Other Services 4,314 4,584 4,733 5,028 4,681 4,875 Professional and Technical Services 10,662 10,877 10,653 10,824 11,179 11,430 Real Estate, Rental and Leasing 2,721 2,975 3,089 3,207 3,123 3,252 Retail Trade 18,582 19,067 19,359 19,370 18,480 19,345 Transportation and Warehousing 3,151 3,263 3,286 3,312 3,700 4,125 Utilities 737 761 788 808 844 862 Wholesale Trade 4,359 4,653 4,829 5,178 5,152 5,255 Total(1) 153,103 157,754 162,274 165,799 157,790 163,180 (1) Figures may not equal totals when added due to the rounding of averages or the inclusion in the total figure of employees that were not disclosed in individual classifications. (2) Figures are averaged through the second quarter of 2021. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Quarterly Census of Employment and Wages (QCEW). Major Employers The following table sets forth a brief description of selected major employers located in the City and surrounding area. No independent investigation of the stability or financial condition of the employers listed hereafter has been conducted; therefore, no representation can be made that these employers will continue to maintain their status as major employers in Larimer County. N.12.6 Packet Pg. 357 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 54 Major Employers in the City of Fort Collins and Surrounding Area Name of Employer Product or Service Estimated Number of Employees Colorado State University Higher Education 9,196 University of Colorado Boulder Higher Education 6,230 Boulder Valley School District Education 4,500 Poudre School District R-1 Education 3,750 St. Vrain Valley School District Education 3,393 Weld County School District 6 Education 2,700 City of Fort Collins Government 2,500 Thompson School District R2J Education 2,113 Boulder County Government 2,040 Larimer County Government 1,933 Source: BizWest 2022 Book of Lists. Building Permits The following table sets forth the number of permits issued for construction in the City during the time period indicated. [City to provide information for 2021 and 2022.] History of Building Permits Issued in the City of Fort Collins New Single Family(1) New Multi-Family New Commercial(2) Year Permits Valuation Units Valuation Permits Valuation 2017 583 $123,784,230 695 $103,976,330 28 $54,560,177 2018 414 109,982,849 734 90,520,153 10 34,633,218 2019 320 77,293,394 545 71,579,114 8 7,534,510 2020 454 102,438,611 151 14,653,051 7 14,111,293 2021 2022(3) (1) Includes Single Family Detached and Single Family Attached dwellings. (2) Includes hotels/motels; office/bank/professional; mercantile/retail/services; recreation; garage/service station; grocery/convenience store; and industrial construction. Source: City of Fort Collins Building Services Department. Foreclosure Activity The following table sets forth the number of foreclosures filed in Larimer County during the time period shown. Such information only represents the number of foreclosures filed and does not take into account foreclosures which were filed and subsequently redeemed or withdrawn. N.12.6 Packet Pg. 358 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 55 History of Foreclosures – Larimer County Year Number of Foreclosures Percent Change 2017 236 -- 2018 190 (19.5)% 2019 202 6.3 2020 82 (59.4) 2021 56 (31.7) 2022(1) 44 -- (1) Figures are for foreclosures filed from January 1 through March 31, 2022. Sources: Colorado Division of Housing (2017 to 2020 figures) and Public Trustee’s Office of Larimer County (2021 and 2022 figures). Education Poudre School District R-1, which includes substantially the entire City, presently has 28 elementary schools, nine middle schools, four senior high schools, two alternative high schools, five charter schools and five option schools. Total enrollment was 28,771 students for the 2020-21 school year. The main campus of Colorado State University (the “University”) is located in the City. The University was established in 1870 as the “Colorado Agricultural College” on land owned by the United States Department of Agriculture, and, with the adoption of the State Constitution in 1876, became a State institution. The University has eight colleges: (1) Agricultural Sciences, (2) Business, (3) Walter Scott, Jr. College of Engineering, (4) Health and Human Sciences, (5) Liberal Arts, (6) Natural Sciences, (7) Veterinary Medicine and Biomedical Sciences and (8) Warner College of Natural Resources. The University offers academic programs enabling students to obtain undergraduate, graduate and doctoral degrees. Total fall 2021 enrollment on the Fort Collins campus was 32,908, including 4,328 students enrolled in CSU Online. N.12.6 Packet Pg. 359 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 56 TAX MATTERS General Matters. In the opinion of Butler Snow LLP, under existing laws, regulations, rulings and judicial decisions, interest on the 2022 Certificates (including any original issue discount properly allocable to the owner of a 2022 Certificate) is excludable from gross income for federal income tax purposes and is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The opinion described above assumes the accuracy of certain representations and compliance by the City with covenants designed to satisfy the requirements of the Code that must be met subsequent to the issuance of the 2022 Certificates. Failure to comply with such requirements could cause interest on the 2022 Certificates to be included in gross income for federal income tax purposes retroactive to the date of issuance of the 2022 Certificates. The City has covenanted to comply with such requirements. Special Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the 2022 Certificates. The opinion of Special Counsel does not cover the treatment for federal or Colorado income tax purposes of any monies received in payment of or in respect to the 2022 Certificates subsequent to the occurrence of an Indenture Event of Default, an Event of Lease Default or an Event of Nonappropriation. The accrual or receipt of interest on the 2022 Certificates may otherwise affect the federal income tax liability of the owners of the 2022 Certificates. The extent of these other tax consequences will depend on such owners’ particular tax status and other items of income or deduction. Special Counsel has expressed no opinion regarding any such consequences. Purchasers of the 2022 Certificates, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States of America), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of social security or railroad retirement benefits, taxpayers entitled to claim the earned income credit, taxpayers entitled to claim the refundable credit in Section 36B of the Code for coverage under a qualified health plan or taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the 2022 Certificates. Special Counsel is also of the opinion that, under existing State of Colorado statutes, interest on the 2022 Certificates is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, and is excludable from Colorado taxable income and Colorado alternative minimum taxable income under Colorado income tax laws in effect on the date of delivery of the 2022 Certificates. Special Counsel has expressed no opinion regarding other tax consequences arising with respect to the 2022 Certificates under the laws of the State of Colorado or any other state or jurisdiction. Original Issue Discount. The 2022 Certificates that have an original yield above their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the “Discount Certificates”), are being sold at an original issue discount. The difference between the initial public offering prices of such Discount Certificates and their stated amounts to be paid at maturity constitutes original issue discount treated in the same manner for federal income tax purposes as interest, as described above. The amount of original issue discount that is treated as having accrued with respect to a Discount Certificate or is otherwise required to be recognized in gross income is N.12.6 Packet Pg. 360 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 57 added to the cost basis of the owner of the Certificate in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Certificate (including its sale, redemption or payment at maturity). Amounts received on disposition of such Discount Certificate that are attributable to accrued or otherwise recognized original issue discount will be treated as federally tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Certificate, on days that are determined by reference to the maturity date of such Discount Certificate. The amount treated as original issue discount on such Discount Certificate for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such Discount Certificate (determined by compounding at the close of each accrual period) and (ii) the amount that would have been the tax basis of such Discount Certificate at the beginning of the particular accrual period if held by the original purchaser, less (b) the amount of any interest payable for such Discount Certificate during the accrual period. The tax basis for purposes of the preceding sentence is determined by adding to the initial public offering price on such Discount Certificate the sum of the amounts that have been treated as original issue discount for such purposes during all prior periods. If such Discount Certificate is sold between semiannual compounding dates, original issue discount that would have been accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Certificates should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date, with respect to when such original issue discount must be recognized as an item of gross income and with respect to the state and local tax consequences of owning a Discount Certificate. Subsequent purchasers of Discount Certificates that purchase such Discount Certificates for a price that is higher or lower than the “adjusted issue price” of the Discount Certificates at the time of purchase should consult their tax advisors as to the effect on the accrual of original issue discount. Original Issue Premium. The 2022 Certificates that have an original yield below their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the “Premium Certificates”), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Certificate over its stated redemption price at maturity constitutes premium on such Premium Certificate. A purchaser of a Premium Certificate must amortize any premium over such Premium Certificate’s term using constant yield principles, based on the purchaser’s yield to maturity (or, in the case of Premium Certificates callable prior to their maturity, generally by amortizing the premium to the call date, based on the purchaser’s yield to the call date and giving effect to any call premium). As premium is amortized, the amount of the amortization offsets a corresponding amount of interest for the period, and the purchaser’s basis in such Premium Certificate is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Certificate prior to its maturity. Even though the purchaser’s basis may be reduced, no federal income tax deduction is allowed. Purchasers of the Premium Certificates should consult their tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Certificate. N.12.6 Packet Pg. 361 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 58 Backup Withholding. As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005, interest on federally tax-exempt obligations such as the 2022 Certificates is subject to information reporting in a manner similar to interest paid on taxable obligations. Backup withholding may be imposed on payments to any owner of the 2022 Certificates that fail to provide certain required information including an accurate taxpayer identification number to any person required to collect such information pursuant to Section 6049 of the Code. The reporting requirement does not in and of itself affect or alter the excludability of interest on the 2022 Certificates from gross income for federal income tax purposes or any other federal tax consequence of purchasing, holding or selling federally tax- exempt obligations. Changes in Federal and State Tax Law. From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to under this heading “TAX MATTERS” or adversely affect the market value of the 2022 Certificates. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the 2022 Certificates. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the 2022 Certificates or the market value thereof would be impacted thereby. Purchasers of the 2022 Certificates should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Special Counsel are based on existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the 2022 Certificates, and Special Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. Prospective purchasers of the 2022 Certificates are advised to consult their own tax advisors prior to any purchase of the 2022 Certificates as to the impact of the code upon their acquisition, holding or disposition of the 2022 Certificates. N.12.6 Packet Pg. 362 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 59 LEGAL MATTERS Litigation [City Attorney to confirm] The City Attorney states that there are no pending lawsuits or claims that have been filed against the City that will materially adversely affect the financial position of the City or its ability to enter into the Lease or to pay Base Rentals under the Lease as set forth therein. The City is, however, subject to certain pending and threatened litigation or administrative proceedings regarding various other matters arising in the ordinary course of the City’s business. It is the opinion of the City Attorney that the pending litigation is either adequately covered by insurance or, to the extent not insured, the final settlement thereof, individually or in the aggregate, is not expected to materially adversely affect the City’s financial position or its ability to perform its obligations under the Lease. Sovereign Immunity The Colorado Governmental Immunity Act, Title 24, Article 10, C.R.S. (the “Immunity Act”), provides that, with certain specified exceptions, sovereign immunity acts as a bar to any action against a public entity, such as the City, for injuries which lie in tort or could lie in tort. The Immunity Act provides that sovereign immunity is waived by a public entity for injuries occurring as a result of certain specified actions or conditions, including: the operation of a non-emergency motor vehicle owned or leased by the public entity; operation and maintenance of any public water, gas, sanitation, electrical, power or swimming facility; a dangerous condition of any public building; the operation of any public water facility; and a dangerous condition of a public highway, road or street as provided in the Immunity Act. In such instances, the public entity may be liable for injuries arising from an act or omission of the public entity, or an act or omission of its public employees, which are not willful and wanton, and which occur during the performance of their duties and within the scope of their employment. The City may not be held liable under the Immunity Act either directly or by indemnification for punitive or exemplary damages unless the City voluntarily pays such damages in accordance with State law. The maximum amounts that may be recovered under the Immunity Act for injuries occurring on or after January 1, 2022, whether from one or more public entities and public employees, are as follows: (a) for any injury to one person in any single occurrence, the sum of $424,000; (b) for an injury to two or more persons in any single occurrence, the sum of $1,195,000; except in such instance, no person may recover in excess of $424,000. Those amounts will increase every four years pursuant to a formula based on the Denver-Aurora- Greeley Consumer Price Index. The City may increase any maximum amount that may be recovered from the City for certain types of injuries. However, the City may not be held liable either directly or by indemnification for punitive or exemplary damages unless the City voluntarily pays such damages in accordance with State law. The City has not acted to increase the damage limitations in the Immunity Act. In 2021, the Legislature passed Senate Bill 21-088 which created a new cause of action (C.R.S. §13-20-1201, et seq.) and added a waiver of immunity for certain sexual misconduct claims that occurred on or after January 1, 1960, but before January 1, 2022 (C.R.S. §§24-10-106, -109). Any claims brought under Section 13-20-1201, C.R.S., et seq., must be N.12.6 Packet Pg. 363 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 60 commenced before January 1, 2025. Claimants are limited to a maximum recovery of $500,000 unless a court finds certain aggravating factors by clear and convincing evidence, in which case the total amount awarded to a claimant cannot exceed $1,000,000 dollars. The City’s current insurance coverage is sufficient to cover claims accruing on and after fiscal year [__]. However, the City maintained lower levels of insurance coverage for some of the time periods covered by the law, and it is not certain that the City’s historical insurance coverage is sufficient to cover the maximum potential damages. To date, the City has not received any notices or demands under the new cause of action created by Section 13-20-1201, C.R.S., et seq., and the City has plans in place to address any such claims in the event they are alleged in the future. [City Attorney to update and confirm] The City may be subject to civil liability and damages including punitive or exemplary damages and it may not be able to claim sovereign immunity for actions founded upon various federal laws, or other actions filed in federal court. Examples of such civil liability include suits filed pursuant to 42 U.S.C. § 1983 alleging the deprivation of federal constitutional or statutory rights of an individual. In addition, the City may be enjoined from engaging in anti- competitive practices which violate the antitrust laws. However, the Immunity Act provides that it applies to any State court having jurisdiction over any claim brought pursuant to any federal law, if such action lies in tort or could lie in tort. Approval of Certain Legal Proceedings The approving opinion of Butler Snow LLP, as Special Counsel, will be delivered with the Certificates. A form of the Special Counsel opinion is attached to this Official Statement as Appendix E. Butler Snow LLP, Denver, Colorado, has also acted as Special Counsel to the City in connection with this Official Statement. Certain matters will be passed upon for the City by the City Attorney. Certain Constitutional Limitations General. In 1992, Colorado voters approved a constitutional amendment which is codified as Article X, Section 20, of the Colorado Constitution (the Taxpayers Bill of Rights or “TABOR”). In general, TABOR restricts the ability of the State and local governments to increase revenues and spending, to impose taxes, and to issue debt and certain other types of obligations without voter approval. TABOR generally applies to the State and all local governments, including school districts (“local governments”), but does not apply to “enterprises,” defined as government-owned businesses authorized to issue revenue bonds and receiving under 10% of annual revenue in grants from all state and local governments combined. Because some provisions of TABOR are unclear, litigation seeking judicial interpretation of its provisions has been commenced on numerous occasions since its adoption. Additional litigation may be commenced in the future seeking further interpretation of TABOR. No representation can be made as to the overall impact of TABOR on the future activities of the City, including its ability to generate sufficient revenues for its general operations, to undertake additional programs or to engage in any subsequent financing activities. Voter Approval Requirements and Limitations on Taxes, Spending, Revenues, and Borrowing. TABOR requires voter approval in advance for: (a) any new tax, tax rate increase, mill levy above that for the prior year, valuation for assessment ratio increase, extension of an expiring tax, or a tax policy change causing a net tax revenue gain; (b) any N.12.6 Packet Pg. 364 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 61 increase in a local government’s spending from one year to the next in excess of the limitations described below; (c) any increase in the real property tax revenues of a local government from one year to the next in excess of the limitations described below; or (d) creation of any multiple- fiscal year direct or indirect debt or other financial obligation whatsoever (subject to certain exceptions such as the refinancing of obligations at a lower interest rate). TABOR limits increases in government spending and property tax revenues to, generally, the rate of inflation and a local growth factor which is based upon, for cities, the actual value of new construction in the local government. Unless voter approval is received as described above, revenues collected in excess of these permitted spending limitations must be rebated. Debt service on bonds can be paid without regard to any spending limits, assuming revenues are available to do so. In 1997, the City received approval from its voters to collect and spend, for 1996 and each subsequent year, the full proceeds received pursuant to the City’s property taxes and all other funds and revenue sources that exceed the TABOR revenue and spending limitations, provided such excess revenues are spent for one or more of the following purposes: public health and safety, including, but not limited to, environmental monitoring and mitigation; growth management; transportation services; and maintaining and repairing City facilities. Emergency Reserve Funds. TABOR also requires local governments to establish emergency reserve funds. The reserve fund must consist of at least 3% of fiscal year spending. TABOR allows local governments to impose emergency taxes (other than property taxes) if certain conditions are met. Local governments are not allowed to use emergency reserves or taxes to compensate for economic conditions, revenue shortfalls, or local government salary or benefit increases. The City has set aside emergency reserves as required by TABOR. Other Limitations. TABOR also prohibits new or increased real property transfer tax rates and local government income taxes. TABOR allows local governments to enact exemptions and credits to reduce or end business personal property taxes; provided, however, the local governments’ spending is reduced by the amount saved by such action. With the exception of K-12 public education and federal programs, TABOR also allows local governments (subject to certain notice and phase-out requirements) to reduce or end subsidies to any program delegated for administration by the General Assembly; provided, however, the local governments’ spending is reduced by the amount saved by such action. Police Power The obligations of the City are subject to the reasonable exercise in the future by the State and its governmental bodies of the police power inherent in the sovereignty of the State and to the exercise by the United States of America of the powers delegated to it by the federal constitution, including bankruptcy. MUNICIPAL ADVISOR Hilltop Securities Inc., Denver, Colorado (the “Municipal Advisor”) has served as Municipal Advisor to the City with respect to the Certificates. As the City’s Municipal Advisor, the Municipal Advisor has assisted in the preparation of this Official Statement and in other matters relating to the planning, structuring, rating and issuance of the Certificates. In its role of Municipal Advisor to the City, the Municipal Advisor has not undertaken either to make an N.12.6 Packet Pg. 365 Attachment: Preliminary Official Statement (draft) (11517 : COPS) 62 independent verification of or to assume responsibility for the accuracy or completeness of the information contained in the Official Statement and the appendices hereto. INDEPENDENT AUDITORS The basic financial statements of the City for the fiscal year ended December 31, 2020, included in this Official Statement as Appendix A, have been audited by RSM US LLP, certified public accountants, Denver, Colorado, to the extent and for the period indicated in their report thereon. The City will not obtain a consent letter from its auditor for the inclusion of the audit report in this Official Statement. RSM US LLP, the City’s independent auditor, has not been engaged to perform, and has not performed, since the date of the report included herein, any procedures on the financial statements addressed in that report. RSM US LLP also has not performed any procedures relating to this Official Statement. RATING Moody’s Investors Service (“Moody’s”) has assigned the Certificates the rating shown on the cover page of this Official Statement. An explanation of the significance of any Moody’s rating may be obtained from Moody’s at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. The rating reflect only the views of the rating agency, and there is no assurance that the rating will continue for any given period of time or that the rating will not be revised downward or withdrawn entirely by the rating agency if, in its judgment, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price or liquidity of the Certificates. Except for its responsibilities under the Disclosure Certificate, the City has not undertaken any responsibility to bring to the attention of the owners of the Certificates any proposed change in or withdrawal of such ratings once received or to oppose any such proposed revision. PUBLIC SALE The City expects to offer the Certificates at a public sale on [July 12], 2022. See the notice of Public Sale, dated [June 30], 2022. OFFICIAL STATEMENT CERTIFICATION The preparation of this Official Statement and its distribution has been authorized by the City. This Official Statement is hereby duly approved by the City as of the date on the cover page hereof. CITY OF FORT COLLINS, COLORADO By: /s/ Mayor N.12.6 Packet Pg. 366 Attachment: Preliminary Official Statement (draft) (11517 : COPS) A-1 APPENDIX A AUDITED BASIC FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 NOTE: The audited basic financial statements of the City for the year ended December 31, 2020, have been excerpted from the City’s Annual Comprehensive Financial Report for that year. Combining and individual fund financial statements, the introductory section and statistical tables for the year ended December 31, 2020, were purposely excluded from this Appendix A. Such statements provide supporting details and are not necessary for a fair presentation of the general purpose financial statement of the City. N.12.6 Packet Pg. 367 Attachment: Preliminary Official Statement (draft) (11517 : COPS) B-1 APPENDIX B CERTAIN DEFINTIONS AND DOCUMENT SUMMARIES N.12.6 Packet Pg. 368 Attachment: Preliminary Official Statement (draft) (11517 : COPS) C-1 APPENDIX C BOOK-ENTRY ONLY SYSTEM N.12.6 Packet Pg. 369 Attachment: Preliminary Official Statement (draft) (11517 : COPS) D-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE N.12.6 Packet Pg. 370 Attachment: Preliminary Official Statement (draft) (11517 : COPS) E-1 APPENDIX E FORM OF OPINION OF SPECIAL COUNSEL N.12.6 Packet Pg. 371 Attachment: Preliminary Official Statement (draft) (11517 : COPS) E-2 64305846.v1 N.12.6 Packet Pg. 372 Attachment: Preliminary Official Statement (draft) (11517 : COPS) COPs Financing: 05-17-2022 Hughes Land Purchase & Southridge Golf Irrigation System Improvement & Fleet Shop Expansion Blaine Dunn Accounting Director Amanda Newton Sr. Treasury Analyst ATTACHMENT 7 N.12.7 Packet Pg. 373 Attachment: Powerpoint Presentation (11517 : COPS) 2Overview •Authorize the financing of: •Hughes Land Purchase •Southridge Golf Irrigation System Improvement •Fleet Shop Expansion •Financing through Certificates of Participation (COPs) N.12.7 Packet Pg. 374 Attachment: Powerpoint Presentation (11517 : COPS) 3Agenda •Project Information •Debt Structure •Collateral Needed •Cost Share •Finance in Phases •Ordinance Parameters N.12.7 Packet Pg. 375 Attachment: Powerpoint Presentation (11517 : COPS) Hughes Stadium Land Purchase •Vo ter-approved Ballot Measure --To rezone Hughes stadium as open lands --Direct the City to purchase from CSU at fair market value •To tal Estimated Cost: $12.5M --$2M from General Fund --$2M from Natural Area Fund --$8.5M from COP financing •Costs will be retroactively allocated proportionally to corresponding funds once land use is determined 4 N.12.7 Packet Pg. 376 Attachment: Powerpoint Presentation (11517 : COPS) Southridge Golf Course Irrigation System Project •To install a new irrigation system at Southridge golf course •Conditions of existing irrigation system: --Approaching 40 years old --Frequent breaks and failures --Costly repairs and labor •Benefits of new irrigation system: --Water application efficiency --Savings in repair and labor costs •To tal Estimated Cost: $5M 5 N.12.7 Packet Pg. 377 Attachment: Powerpoint Presentation (11517 : COPS) Fleet Shop Expansion Project •Build two garage bays to maintain CNG fueled fleet vehicles in compliance with City and State codes. •Existing bays do not meet the compliance code for CNG vehicles •Meet the increasing demand for more maintenance workspace as fleet grows •To tal Estimated Cost: $4M ($1M from reserves + $3M from COP financing) 6 N.12.7 Packet Pg. 378 Attachment: Powerpoint Presentation (11517 : COPS) Debt Structure 7 •To tal Project Cost: $21.5M •Cash Payments: $5.0M •Hughes •Natural Areas Fund –$2M •General Fund --$2M •Fleet Facility •Ops Reserve --$1M •Estimated Project Borrowing: $16.5M •15 Year Term •Fixed interest rate •Semiannual payments starting in Dec. 2022 •Last payment December 2037 •To tal Borrowing: •Issue Costs $ 0.4M •Project Amounts $ 16.5M •To tal $ 16.9M N.12.7 Packet Pg. 379 Attachment: Powerpoint Presentation (11517 : COPS) 8Collateral Needed •215 N Mason Building •Insured value of $10.8M •Collateral on 2019 COP •Civic Center Parking Garage •Insured value of $16M •Collateral on 2019 COP •McKee Strip Parcels (Coyote Ridge) •Appraised value of $10M Use McKee Strip Parcels (Coyote Ridge Natural Area) as collateral for COP issuance and substitute Hughes land in its place once purchase is finalized Collateral Needed 2019 COP Value $27M Par Outstanding $21M Existing Value for Additional COP $6M 2022 COP Financing $16.5M Collateral Needed under 2019 $10.5M The 2022 COP will be issued as Additional Certificates under the 2019 COP N.12.7 Packet Pg. 380 Attachment: Powerpoint Presentation (11517 : COPS) Estimated Cost Share 9 To tal Hughes GOLF OPS 16.5$ 8.5$ 5.0$ $ 3.0 Debt Obligation % Share 52%30%18% Principal Borrowing $ 16,500,000 Te rm 15* Interest**4.4% Annual Payment Share $1,070,000***$470,000 $284,000 Debt Share Allocation ($ in millions) **Market rates as of 05/09/2022; subject to change *10-year term for Hughes project and 15-year term for both golf and ops projects $1,824,000 ***Annual payment split 50/50 between General Fund and Natural Area Fund until land use determined. Payments will be retroactively trued up and allocated going forward N.12.7 Packet Pg. 381 Attachment: Powerpoint Presentation (11517 : COPS) 10Option for COP Finance in Phases Why to finance in phases •To be able to proceed with Golf/Fleet projects if the Hughes land acquisition is delayed •To allow flexibility in the timing of the projects to achieve the best available financing terms •To avoid repeating the process and incurring added cost if not all projects can be financed together What to expect with financing in phases •COPs can be sold in one or more series to finance all or a portion of the projects •Council delegates to the City Manager to determine: •The projects to be financed in whole or in part, at one time or at different times •Portions or all McKee strip parcels to be added as collateral •The delegation will be effective one year after the Ordinance is adopted •Each series of COP issuance still needs to be in line with the Parameters Ideally staff will finance all three projects at once; Phasing may be needed for an actively negotiated real estate transaction N.12.7 Packet Pg. 382 Attachment: Powerpoint Presentation (11517 : COPS) 11Ordinance Parameters Parameters Annual Repayment: $2.1M To tal Repayment: $24M Estimated Annual Repayment: $1.8M To tal Repayment: $22M Mechanics of Ordinance Parameters Rates move up fast due to interest rate hikes Ti me between ordinance authorization and COP sale opens to more uncertainties Price is always determined by the market Competitive sale assures the lowest interest rate Parameters to provide flexibility and accommodate one or more series of COP issuance Council makes the decision if Parameters are exceeded N.12.7 Packet Pg. 383 Attachment: Powerpoint Presentation (11517 : COPS) 12KeyUpcoming Dates •May 17 •June 7 •June 8-10 •June 22 •June 24 •June 30 •July 12 •July 21 COP Ordinance first reading COP Ordinance second reading Rating agency call Rating results received City FY2021 Audit Complete and Final Preliminary Official Statement posted to Internet Marketing of Certificates of Participation Closing and delivery of proceeds N.12.7 Packet Pg. 384 Attachment: Powerpoint Presentation (11517 : COPS) 13Ordinance Ordinance No. 062, 2022 –Authorizing the Financing for the projects •Maximum annual payment not to exceed: $2.1M •To tal repayment amount not to exceed: $24M Parameters are included in Ordinance for financing N.12.7 Packet Pg. 385 Attachment: Powerpoint Presentation (11517 : COPS) QUESTIONS? N.12.7 Packet Pg. 386 Attachment: Powerpoint Presentation (11517 : COPS) 15Appendix Appendix N.12.7 Packet Pg. 387 Attachment: Powerpoint Presentation (11517 : COPS) Cost Share Based on Ordinance Parameters 16 To tal Hughes GOLF OPS 16.5$ 8.5$ 5.0$ $ 3.0 Debt Obligation % Share 52%30%18% Principal Borrowing $ 16,500,000 Te rm 15* Interest**5.0% Annual Payment Share $1,142,000***$501,000 $301,000 Debt Share Allocation ($ in millions) $1,944,000 Difference $120,000 $72,000 $31,000 $17,000 **Market rates as of 05/9/2022; subject to change *10-year term for Hughes project and 15-year term for both golf and ops projects ***Annual payment split 50/50 between General Fund and Natural Area Fund until land use determined. Payments will be retroactively trued up and allocated going forward N.12.7 Packet Pg. 388 Attachment: Powerpoint Presentation (11517 : COPS) 17Coyote Ridge Natural Area N.12.7 Packet Pg. 389 Attachment: Powerpoint Presentation (11517 : COPS) 18Total Debt Service N.12.7 Packet Pg. 390 Attachment: Powerpoint Presentation (11517 : COPS) -1- ORDINANCE NO. 062, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY BY THE CITY OF ONE OR MORE AMENDMENTS TO 2019 TRUST INDENTURE, LEASES AND OTHER RELATED DOCUMENTS FOR THE ISSUANCE OF 2022 CERTIFICATES OF PARTICIPATION FOR THE FINANCING OF CERTAIN CITY PROJECTS WHEREAS, the City of Fort Collins, Colorado (the “City”) is a duly organized and existing home rule municipality of the State of Colorado, created and operating pursuant to Article XX of the Constitution of the State of Colorado and the home rule charter of the City (the “Charter”); and WHEREAS, the City is authorized by Article XX, Section 6 of the Colorado Constitution, and part 8 of Article 15 of title 31, Colorado Revised Statutes (“C.R.S.”), to enter into rental or leasehold agreements in order to provide necessary land, buildings, equipment and other property for governmental or proprietary purposes; and WHEREAS, the City Council of the City (the “City Council”) is authorized by Chapter 23, Article IV, Division 2 of the Fort Collins Municipal Code, to lease any and all interests in real property owned in the name of the City if the City Council first finds that the lease is in the best interest of the City; and WHEREAS, the City and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as Trustee (the “Trustee”) previously entered into a Site and Improvement Lease, dated March 21, 2019 (the “Original Site Lease”) and a Lease Purchase Agreement, dated March 21, 2019 (the “Original Lease”) to finance a portion of the cost of (a) the improvements to the highway interchange at Interstate Highway I-25 and Prospect Road in the City, and (b) the construction of a joint police training facility with t he City of Loveland, Colorado (collectively, the “2019 Project”); and WHEREAS, the Leased Property under the Original Site Lease and the Original Lease consists of certain real property owned in fee title by the City, which consists of two parcels and the buildings and improvements located thereon, which presently serve as the Civic Center and the Civic Center Parking Garage (the “2019 Leased Property”); and WHEREAS, to finance the 2019 Project, the City leased the 2019 Leased Property to the Trustee pursuant to the Original Site Lease, and the Trustee leased back the 2019 Leased Property to the City pursuant to the Original Lease; and WHEREAS, in connection with the execution and delivery of the Original Site Lease and the Original Lease, the Trustee executed and delivered an Indenture of Trust, dated March 21, 2019 (the “Original Indenture”) pursuant to which there were executed and delivered certain certificates of participation (the “2019 Certificates”) dated as of their date of delivery that evidence certain proportionate interests in the right to receive certain revenues under the Original Lease; and Packet Pg. 391 -2- WHEREAS, the net proceeds from the sale of the 2019 Certificates were disbursed to finance the costs of the 2019 Project; and WHEREAS, the City Council has determined and now hereby determines that it is in the best interests of the City and its inhabitants to provide for the financing of one or more of the following projects: (a) the acquisition of the real property on which the Hughes Stadium previously existed (the “Hughes Stadium Acquisition”), (b) the acquisition and installation of certain irrigation improvements for Southridge Golf Course, which is owned by the City (the “Golf Course Improvements”), (c) the construction and installation of a fleet maint enance facility for the City at 800 Wood Street in the City (the “Maintenance Facility”), and (d) such additional projects that benefit the City that are approved by resolution of the City Council (collectively, the “2022 Project”); and WHEREAS, to provide for the financing of all or a portion of the 2022 Project, the City Council has determined and now hereby determines that it is in the best interest of the City and its inhabitants to enter into (a) one or more amendments to the Original Site Lease (colle ctively, the “Amendments to Site Lease”), and (b) one or more amendments to the Original Lease (collectively, the “Amendments to Lease”); and WHEREAS, there has been filed with the City (a) a First Amendment to Site and Improvement Lease between the City, as lessor, and the Trustee, as lessee (the “First Amendment to Site Lease”), and (b) a First Amendment to Lease Purchase Agreement, between the Trustee, as lessor, and the City, as lessee (the “First Amendment to Lease”); and WHEREAS, the Amendments to Site Lease shall be in substantially the form of the First Amendment to Site Lease, provided that the Amendments to Site Lease may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance (collectively, the Original Site Lease, the First Amendment to Site Lease and any subsequent Amendments to Site Lease shall be referred to herein as the “Site Lease”); and WHEREAS, the Amendments to Lease authorized by this Ordinance shall be in substantially the form of the First Amendment to Lease, provided that the Amendments to Lease may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance (collectively, the Original Lease, the First Amendment to Lease and any subsequent Amendments to Lease shall be referred to herein as the “Lease”); and WHEREAS, the City owns fee title to two parcels of real property that are located in the Coyote Ridge Natural Area, that are known as the McKee Strips, that presently serve as natural areas, with one parcel consisting of approximately 640 acres and one parcel consisting of approximately 320 acres (collectively, the “McKee Strip Parcels”); and WHEREAS, to effectuate the financing of all or a portion of the 2022 Project, the City Council has determined and hereby determines that one or both of the McKee Strip Parcels, and any buildings and improvements located thereon, shall be added to the 2019 Leased Property (collectively, the “Leased Property”) pursuant to the Amendments to Site Lease and the Packet Pg. 392 -3- Amendments to Lease, as determined by the City Manager, as further set forth in Section 4 hereof; and WHEREAS, contemporaneously with the execution and delivery of the Amendments to Site Lease and the Amendments to Lease, the Trustee will execute and deliver one or more Supplements to Indenture of Trust that will amend and supplement the Original Indenture (collectively, the “Supplemental Indentures” and together with the Original Indenture, the “Indenture”) pursuant to which there will be executed and delivered one or more series of Certificates of Participation (collectively, the “2022 Certificates”) that will be Additional Certificates under the Indenture; and WHEREAS, the 2022 Certificates will be dat ed as of their date of delivery, will evidence proportionate interests in the right to receive certain Revenues under the Indenture and shall be ratably secured with the Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, and in respect of all Revenues, and shall be ranked pari passu with such Outstanding 2019 Certificates and any Additional Certificates that may be executed and delivered in the future, if any, will be payable solely from the sources therein provided, and shall not directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect; and WHEREAS, the City Council has determined and now hereby determines that the competitive sale of the 2022 Certificates in one or more series, at one time or from time to time, is to the best advantage of the City; and WHEREAS, the net proceeds from the sale of the 2022 Certificates, together with other available moneys of the City, will finance the acquisition, construction and installation of all or a portion of the 2022 Project and pay the costs of issuance in connection therewith; and WHEREAS, pursuant to the Lease, and subject to the right of the City to terminate the Lease and other limitations as therein provided, the City will pay certain Base Rentals and Additional Rentals (as such terms are defined in the Lease) in consideration for the right of the City to use the Leased Property; and WHEREAS, the City’s obligation under the Lease to pay Base Rentals and Additional Rentals shall be from year to year only; shall constitute currently budgeted expenditures of the City; shall not constitute a mandatory charge or requirement in any ensuing budget year; shall not constitute a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, charter, statutory limitation or other requirement concerning the creation of indebtedness or multiple fiscal year financial obligation, nor a mandatory payment obligation of the City in any ensuing fiscal year beyond any fiscal year during which the Lease shall be in effect; and WHEREAS, the Site Lease provides that it may only be amended, changed, modified, or altered with the prior written consent of the City and the Trustee and in accordance with the provisions of the Indenture, and the Indenture provides that the City and the Trustee may amend the Site Lease, without the consent of or notice to the owners of the 2019 Certificates to, among other matters, make additions to the Leased Property, amend the schedule of Base Rentals and Packet Pg. 393 -4- make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Indenture; and WHEREAS, the Lease provides that it may only be amended, changed, modified, or altered as provided in the Indenture, and the Indenture provides that the Trustee and the City may amend the Lease, without the consent of or notice to the owners of the 2019 Certificates to, among other matters, make additions to the Leased Property, amend the Base Rentals and make all other amendments necessary for the execution and delivery of Additional Certificates in accordance with the provisions of the Indenture; and WHEREAS, the Indenture provides that the Trustee may, with the written consent of the City, but without the consent of or notice to the owners of the 2019 Certificates, enter into such indentures or agreements supplemental thereto to, among other purposes, authorize the execution and delivery of Additional Certificates for the purposes and under the conditions set forth in the Indenture; and WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act, constituting Title 11, Article 57, Part 2, C.R.S., as amended (the “Supplemental Act”), provides that a public entity, including the City, may elect in an act of issuance to apply all or any of the provisions of the Supplemental Act; and WHEREAS, there has been presented to the City Council and are on file with the City Clerk the following: (i) the proposed form of the First Amendment to Site Lease; (ii) the proposed form of the First Amendment to Lease; (iii) the proposed form of the Continuing Disclosure Certificate to be provided by the City in connection with the execution and delivery of each series of the 2022 Certificates (collectively, the “Disclosure Certificate”); (iv) the proposed form of the Notice of Sale to be used in connection with the competitive sale of the 2022 Certificates in one or more series (collectively, the “Notice of Sale”); and (v) the Preliminary Official Statement (the “Preliminary Official Statement”) relating to the 2022 Certificates; and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Lease and the First Amendment to Lease. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS, COLORADO as follows: Section 1. Recitals Incorporated. The foregoing recitals are incorporated herein by reference and adopted as findings and determinations of the City Council. Section 2. Ratification and Approval of Prior Actions. All action heretofore taken (not inconsistent with the provisions of this Ordinance) by the City Council or the officials, officers, agents or employees of the City relating to the execution and delivery of the Amendments to Site Lease and the Amendments to Lease, the acquisition, construction and installation of all or a portion of the 2022 Project, and the sale, execution and delivery of the 2022 Certificates is hereby ratified, approved and confirmed. Packet Pg. 394 -5- Section 3. Finding of Best Interests. The City Council hereby finds and determines, pursuant to the Colorado Constitution, the laws of the State of Colorado and the Charter, that the acquisition, construction and installation of all or a portion of the 2022 Project, and the financing of the costs thereof, including the costs of issuance incurred in connection therewith, pursuant to the terms set forth in the Site Lease (as amended by the Amendments to Site Lease), the Lease (as amended by the Amendments to Lease), the Indenture (as amended by the Supplemental Indentures) and the Sale Certificate (hereinafter defined) are necessary, convenient, and in furtherance of the City’s public purposes and are in the best interests of the City and the City Council hereby authorizes and approves the same. Section 4. Authority to Finance 2022 Project; Leased Property. The City Council hereby finds and determines that it is in the best interests of the City to allow flexibility in the timing of the 2022 Project to achieve the best available financing terms. Pursuant to the Charter, the City Council hereby delegates to the City Manager the authority to determine whether it is in the City’s best interest to finance all or a portion of the 2022 Project, and to determine whether to finance all or a portion of the 2022 Project at one time or at different times. The 2022 Project may be financed in whole or in part, and at such times as are determined by the City Manager to be in the best interest of the City. The City shall not be obligated to finance all or any portion of the 2022 Project. In the event that the City Manager determines to finance the 2022 Project in phases, all references herein to the 2022 Project shall collectively include all portions of the 2022 Project financed pursuant to this Ordinance, whether such portions were financed in 2022 or in 2023. The City Council hereby determines that the real property that shall be added to the Site Lease and the Lease as Leased Property thereunder pursuant to the Amendments to Site Lease and the Amendments to Lease shall be the McKee Strip Parcels, unless the City Council adopts a resolution authorizing additional real property to be added as Leased Property under the Site Lease and the Lease. The City Council delegates to the City Manager the authority to determine which portions of the McKee Strip Parcels shall be added as Leased Property under the Site Lease and the Lease in order to finance all or a portion of the 2022 Project. In the event that the 2022 Project is financed in phases, the McKee Strip Parcels may be added to the Leased Property at different times as determined by the City Manager to be in the best interes ts of the City. The City shall not be obligated to add both McKee Strip Parcels as Leased Property under the Site Lease and the Lease. The delegation set forth in this Section 4 shall be effective for one year following the effective date of this Ordinance. Section 5. Supplemental Act; Parameters. The City Council hereby elects to apply all of the provisions of the Supplemental Act to the Site Lease and the Lease, and in connection therewith delegates to each of the City Manager and the Financial Officer of the City (the “Financial Officer”) the independent authority to make any determination delegable pursuant to §11-57-205(1)(a-i) C.R.S., as amended, in relation to the Amendments to Site Lease and the Amendments to Lease, and to execute one or more sale certificates (collectively, the “Sale Certificate”) setting forth such determinations, including without limitation, the term of the Site Lease (as amended by the Amendments to Site Lease), the additional rental amount to be paid by the Trustee pursuant to the applicable Amendment to Site Lease, the term of the Lease (as Packet Pg. 395 -6- amended by the Amendments to Lease), and the additional rental amount payable by the City pursuant to the applicable Amendment to Lease, subject to the following parameters and restrictions: a. In the event that the City finances only the portions of the 2022 Project consisting of the Golf Course Improvements and the Maintenance Facility, the total additional consideration to be paid by the Trustee to the City pursuant to the Amendments to Site Lease related thereto shall be not less than $8,000,000; b. In the event that the City finances the portions of the 2022 Project consisting of the Hughes Stadium Acquisition, the Golf Course Improvements and the Maintenance Facility, the total additional consideration to be paid by the Trustee to the City pursuant to the Amendments to Site Lease related thereto shall not be less than $16,500,000; c. the term of the Site Lease shall not extend beyond December 31, 2048; d. the maximum annual amount of the Base Rentals payable by the City pursuant to all of the Amendments to Lease authorized by this Ordinance that is attributable to the aggregate principal of and interest on the 2022 Certificates shall not exceed $2,100,000; e. the maximum total amount of Base Rentals payable by the City pursuant to all of the Amendments to Lease authorized by this Ordinance that is attributable to the aggregate principal of and interest on the 2022 Certificates shall not exceed $24,000,000; f. the Lease Term shall not extend beyond December 31, 2038; and g. the purchase price of each series of the 2022 Certificates shall not be less than 100% of the aggregate principal amount of such series. Pursuant to §11-57-205 of the Supplemental Act, the City Council hereby delegates to each of the City Manager and the Financial Officer the independent authority to receive bids for the purchase of each series of the 2022 Certificates and to determine the best bid therefor in accordance with the provisions of this Ordinance, and subject to the parameters set forth herein and the other terms and provisions set forth in this Ordinance and the applicable Notice of Sale. The City Manager and the Financial Officer are each hereby authorized to accept a binding bid for each series of the 2022 Certificates. The 2022 Certificates or any portion thereof may be sold at different times and may be sold to different purchasers as determined by the City Manager or the Financial Officer to be in the best interests of the City. The purchaser of each series of the 2022 Certificates and the terms of the winning bid shall be set forth in the applicable Sale Certificate. Packet Pg. 396 -7- In the event that all or a portion of the 2022 Certificates are executed and delivered in calendar year 2023, the City Manager and the Financial Officer shall have the authority to change the name of such series and the series designation without further action by the City Council. All references herein to the 2022 Certificates shall include all Additional Certificates issued pursuant to the authority set forth in this Ordinance whether issued in calendar year 2022 or calendar year 2023. The delegation set forth in this Section 5 shall be effective for one year following the date hereof. The City Council hereby agrees and acknowledges that the net proceeds o f the 2022 Certificates will be used, together with other available moneys of the City, to finance the costs of acquiring, constructing and installing all or a portion of the 2022 Project and to pay costs of issuance of the 2022 Certificates. Section 6. Approval of Documents. The Amendments to Site Lease and the Amendments to Lease, in substantially the forms of the First Amendment to Site Lease and the First Amendment to Lease presented to the City Council and on file with the City Clerk, are in all respects approved, authorized and confirmed, and the Mayor of the City is hereby authorized and directed for and on behalf of the City to execute and deliver the Amendments to Site Lease and the Amendments to Lease in substantially such forms, provided that such documents may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. The Disclosure Certificate in substantially the form of the Disclosure Certificate presented to the City Council and on file with the City Clerk, is in all respects approved, authorized and confirmed, and the Mayor of the City is hereby authorized and directed for and on behalf of the City to execute and deliver a Disclosure Certificate in substantially such form, in connection with each series of 2022 Certificates executed and delivered pursuant to this Ordinance, provided that such document may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Ordinance. The execution of the Amendments to Site Lease, the Amendments to Lease and one or more Disclosure Certificates by the Mayor shall be conclusive evidence of the approval by the City Council of such documents in accordance with the terms hereof and thereof. Section 7. Competitive Sale of 2022 Certificates; Notice of Sale. The 2022 Certificates shall be sold by competitive sale in one or more series, and at one time or from time to time, as determined by the City Manager to be in the best interests of the City, in accordance with the applicable Notice of Sale. The City Council hereby approves the Notice of Sale in substantially the form presented to the City Council and on file with the City Clerk, provided that such Notice of Sale may be completed, corrected or revised as deemed necessary by the City Manager in order to carry out the purposes of this Ordinance and to reflect the terms of the applicable 2022 Certificates. The Financial Officer is hereby authorized and directed to cause the Notice of Sale to be distributed to prospective bidders on the 2022 Certificates. Section 8. Official Statement. The designation of the Preliminary Official Statement by the Mayor or the City Manager as a “deemed final Official Statement” for purposes of Ru le Packet Pg. 397 -8- 15c2-12 of the Securities and Exchange Commission is hereby authorized and confirmed. A final Official Statement, in substantially the form of the Preliminary Official Statement presented to the City Council and on file with the City Clerk, is in all respects approved and authorized. The Mayor is hereby authorized and directed to execute and deliver the final Official Statement, for and on behalf of the City, in substantially the form and with substantially the same content as the Preliminary Official Statement presented to the City Council and on file with the City Clerk, provided that such document may be completed, corrected, or revised as deemed necessary by the City Manager. The distribution of the Notice of Sale, the Preliminary Official Statemen t and the final Official Statement to prospective purchasers of each series of the 2022 Certificates is hereby ratified, approved, and authorized. The City Council hereby acknowledges and confirms that in the event that the 2022 Certificates are sold in more than one series at different times, that the City will prepare a Preliminary Official Statement and an Official Statement for each such series and that the Preliminary Official Statement and the Official Statement will be completed, corrected and revised to reflect the applicable series being sold. The City Council authorizes all such completions, corrections and revisions as deemed necessary by the City Manager. Section 9. Direction to Act. The City Clerk is hereby authorized and directed to attest all signatures and acts of any official of the City in connection with the matters authorized by this Ordinance and to place the seal of the City on any document authorized and approved by this Ordinance. The Mayor, the City Clerk, the City Manager, the Financial Officer, the City Attorney and other employees and officials 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 and other papers, and to perform all other acts that they may deem necessary or appropriate in order to implement and carry out the transactions and other matters authorized by this Ordinance. The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate for their completion, deletions therefrom and additions thereto as may be approved by the City Manager, in consultation with the City Attorney, prior to the execution of the documents. The executi on of any instrument by the appropriate officers of the City herein authorized shall be conclusive evidence of the approval by the City of such instrument in accordance with the terms hereof. The Mayor, the City Clerk, the City Manager, the Financial Offic er, the City Attorney and any other employee or official of the City that is authorized or directed to execute any agreement, document, certificate, instrument or other paper in accordance with this Ordinance (collectively, the “Authorized Documents”) are hereby authorized to execute Authorized Documents electronically via facsimile or email signature. Any electronic signature so affixed to any Authorized Document shall carry the full legal force and effect of any original, handwritten signature. This provision is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. The execution of any document or instrument by the appropriate officers of the City herein authorized, whether executed manually or by electronic signature in accordance with Title 24, Article 71.3, C.R.S., shall be conclusive evidence of the approval by the City of such document or instrument in accordance with the terms hereof. Section 10. No General Obligation Debt. No provision of this Ordinance, the Site Lease, the Lease, the Indenture, the Disclosure Certificate, the Notice of Sale, the Preliminary Packet Pg. 398 -9- Official Statement, the final Official Statement or the Certificates shall be construed as creating or constituting a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, statutory or Charter provision, nor a mandatory charge or requirement against the City in any ensuing fiscal year beyond the then current fiscal year. The City shall have no obligation to make any payment with respect to the Certificates except in connection with the payment of the Base Rentals and certain other payments under the Lease, which payments may be terminated by the City in accordance with the provisions of the Lease. Neither the Lease nor the Certificates shall constitute a mandatory charge or requirement of the City in any ensuing fiscal year beyond the then current fiscal year or constitute or give rise to a general obligation or other indebtedness or multiple fiscal year financial obligation of the City within the meaning of any constitutional, statutory or Charter debt limitation and shall not constitute a multiple fiscal year direct or indirect debt or other financial obligation whatsoever. No provision of the Site Lease, the Lease or the Certificates shall be construed or interpreted as creating an unlawful delegation of governmental powers nor as a donation by or a lending of the credit of the City within the meaning of Se ctions 1 or 2 of Article XI of the Colorado Constitution. Neither the Lease nor the Certificates shall directly or indirectly obligate the City to make any payments beyond those budgeted and appropriated for the City’s then current fiscal year. Section 11. Reasonableness of Rentals; Fair Market Value. The City Council hereby determines and declares that the Base Rentals due under the Lease, as recalculated to reflect the execution and delivery of the Amendments to Lease and the execution and delivery of t he 2022 Certificates, in accordance with the parameters set forth in Section 5 hereof, constitute the fair rental value of the Leased Property, as amended, and do not exceed a reasonable amount so as to place the City under an economic compulsion to renew the Lease or to exercise its option to purchase the Trustee’s leasehold interest in the Leased Property pursuant to the Lease. The City Council hereby determines and declares that the period during which the City has an option to purchase the Trustee’s leasehold interest in the Leased Property (i.e., the entire maximum term of the Lease) does not exceed the useful life of the Leased Property. The City Council hereby further determines that the additional amount of rental payments to be received by the City from the Trustee pursuant to the Amendments to Site Lease, in the minimum amounts set forth in Section 4(a) and 4(b) hereof, together with the rental amount received from the Trustee in connection with the execution and delivery of the Original Site Lease, is reasonable consideration for the leasing of the Leased Property to the Trustee for the term of the Site Lease as provided therein. Section 12. No Recourse against Officers and Agents. Pursuant to §11-57-209 of the Supplemental Act, if a member of the City Council, or any officer or agent of the City acts in good faith, no civil recourse shall be available against such member, officer, or agent for payment of the principal, interest or prior redemption premiums on the Certificates. Such recourse shall not be available either directly or indirectly through the City Council or the City, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Certificates and as a part of the consideration of their sale or purchase, any person purchasing or selling such Certificate specifically waives any such recourse. Packet Pg. 399 -10- Section 13. Repealer. All ordinances, resolutions, bylaws, orders, and other instruments, or parts thereof, inconsistent herewith are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed to revive any ordinance, resolution, bylaw, order, or other instrument, or part thereof, heretofore repealed. Section 14. Severability. If any section, subsection, paragraph, clause or other provision of this Ordinance for any reason is held to be invalid or unenforceable, the invalidity or unenforceability of such section, subsection, paragraph, clause or other provision shall not affect any of the remaining provisions of this Ordinance, the intent being that the same are severable. Section 15. Charter Controls. Pursuant to Article XX of the State Constitution and the Charter, all State statutes that might otherwise apply in connection with the provisions of this Ordinance are hereby superseded to the extent of any inconsistencies or conflicts between the provisions of this Ordinance and the Sale Certificate authorized hereby and such statutes. Any such inconsistency or conflict is intended by the City Council and shall be deemed made pursuant to the authority of Article XX of the State Constitution and the Charter. Introduced, considered favorably on first reading and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: City Clerk Passed and adopted, without amendment, on final reading this 7th day of June, A.D. 2022. ____________________________________ Mayor ATTEST: City Clerk Packet Pg. 400 Agenda Item 13 Item # 13 Page 1 AGENDA ITEM SUMMARY May 17, 2022 City Council STAFF Joanne Cech, Fiscal Recovery Manager Blaine Dunn, Accounting Director Ted Hewitt, Legal SUBJECT First Reading of Ordinance No. 063, 2022, Making Supplemental Appropriations from a Portion of the City’s American Rescue Plan Act (ARPA) Funding for Local Fiscal Recovery Related to the COVID -19 Pandemic. EXECUTIVE SUMMARY The purpose of this item is to seek a mid-cycle appropriation of $4.1M of the Organization’s remaining $19.9M of American Rescue Plan Act (ARPA) Funds to support pandemic recovery efforts. These projects were reviewed and selected by the Recovery Executive Lead Team because they address immediate needs for both community and enterprise recovery. These projects align with the City’s Recovery Plan and have also been reviewed by Council Finance Committee. STAFF RECOMMENDATION Staff recommends adoption of the Ordinance on First Reading. BACKGROUND / DISCUSSION The Federal American Rescue Plan Act (ARPA) establishe d $1.9 trillion in COVID-19 relief funding, including $360 billion State and Local Fiscal Recovery Funds (SLFRF) to aid state and local fiscal recovery. $28.1M of SLFRF has been allocated to the City of Fort Collins, directly from the United States Treasur y. These funds are designed to provide flexibility so each recipient can meet unique local needs, including support for the communities and businesses hardest hit by the pandemic. The ten high-ranked projects are listed below. A full breakdown of the projects, including brief descriptions, can be found in Attachment 2. PROJECT NAME COST CONTRACTUAL FTE REQUESTED Crisis Communication Plan $130,000 0 Heartside Hill $1,100,000 0 Indigenous Community Relations Specialist $313,217 1 Rapid Rehousing $201,000 0 Neighborhood Resilience Projects $40,000 0 Recovery Administration Funding $250,000 3* Capital Project Business Liaison $275,000 1** HR Staff Support $268,000 3 COVID-Related Hybrid Meeting Spaces and Community Wi-Fi $1,300,000 0 Cyber Risk Management $275,000 0 N.13 Packet Pg. 401 Agenda Item 13 Item # 13 Page 2 *Contractual FTEs already approved, not counted in total Contractual FTEs **Classified position, approved by exception process $4,152,217 5 Some of the proposed projects include requests for contractual FTEs (note that all ARPA -funded FTEs are contractual with the exception of the FTEs for the Mental Health Response Team and one FTE for the Capital Project Business Liaison position, which had been approved as a classified exception hire prior to being funded with ARPA through 2024). The need for the contractual FTEs is due to: • Ongoing impacts of the City’s hiring freeze in 2020-2021 and a high turnover rate, • additional administrative needs for the implementation of recovery programming, • and increased need for engagement and relationship building with the community to provide support and build resilience. Proposed projects tie to a variety of Recovery Outcomes across three of the Recovery Themes identified in the City’s Resilient Recovery Plan. No projects related to Environment al Resilience were brought forward for consideration for mid-cycle appropriation because it is challenging to tie those types of projects to the pandemic as required per federal ARPA spending rules. However environmental -related projects are being put forward to be funded by ARPA in the 2023-24 BFO. A breakdown of which Recovery Themes and Outcomes mid-cycle projects and previously funded ARPA projects tie to can be found in Attachment 3. CITY FINANCIAL IMPACTS This Ordinance will increase the total appropriations in the General Fund by $4,152,217. These funds are coming directly from the City’s portion of the ARPA SLFRF distribution and must meet requirements laid out by the U.S. Treasury Department for eligible uses. All projects have been determined t o be eligible uses under the grant rules. ATTACHMENTS 1. Allocations to Date (PDF) 2. 2022 Mid-Cycle Project Breakdown (PDF) 3. Project Ties to Recovery Themes and Outcomes (PDF) 4. Powerpoint Presentation (PDF) N.13 Packet Pg. 402 ARPA ALLOCATION TO DATE Attachment 1 Short-Term Projects – Approved in 2021 Project Name Recovery Theme Recovery Outcome Cost FTE Request Description Poudre Fire Authority TecGen PPE Gear Health 1a $150,000 0 TecGen51 gear is PPE that protects firefighters from exposure to bodily fluids, COVID-19 variants, other illnesses or chemicals on emergency calls. Direct Assistance for Utilities Customers Health 1b $460,000 1 Funding for direct financial assistance to Fort Collins Utilities customers struggling to pay bills due to the pandemic. Program includes direct financial assistance and staffing to administer the program. Eviction Legal Fund Equity & Community 2b $20,000 0 Programing provided by community partners for education, support and mitigation of eviction locally, including legal clinics, direct client representation and inclusive educational outreach. Program provides services to both renters and landlords. 24/7 Shelter at Fort Collins Rescue Mission Equity & Community 2c $30,000 0 Continues providing 24/7 shelter for men experiencing homelessness at the FoCo Rescue Mission through winter. Learning Loss Mitigation Equity & Community 3c $400,000 0 Funds for nonprofits and other organizations to address student learning loss and related developmental setbacks occurring as a result of the pandemic. Homelessness Initiatives and Support Services Equity & Community 2c $760,000 0 Funds for nonprofits and other local/regional organizations to provide support, programs and resources for people experiencing homelessness. For Fort Collins Economic 3a $190,000 0 For Fort Collins is a "support local" campaign in response to business impacts of COVID-19 and various public health orders. The campaign provides support to businesses to help reopen, find recovery assistance and resources that encourage local businesses to thrive. Multicultural Business and Entrepreneur Center Economic 3a $400,000 4 Center provides support / resources for businesses and entrepreneurs, with a specific focus on providing support for underserved community members. Special Events Recovery Grant Economic 3a $125,000 0 Grants to help event sponsors cover security and safety costs at special events as they return to the community after a pause during the pandemic. Small Business Grants Economic 3a $1,060,000 1 Grants for small businesses impacted by the pandemic. Includes multiple programs, some previously funded through CARES CVRF. Recovery Communications All Themes N/A $50,000 0 Funds to support ongoing pandemic communications and the outreach / public engagement for the development of the Recovery Plan, with a specific focus on equitable and inclusive engagement. Recovery Administration All Themes N/A $572,846 3 Staff / administrative costs for Recovery Manager, Recovery Policy & Engagement Specialist, and part-time Recovery Program Support. $4,217,846 9 TOTAL ATTACHMENT 1 N.13.1 Packet Pg. 403 Attachment: Allocations to Date (11574 : 2022 Mid-Cycle ARPA Appropriations) ARPA ALLOCATION TO DATE Attachment 1 Approved in 2022 Budget Project Name Recovery Theme Recovery Outcome Cost FTE Request BFO Offer # Description Mental Health Response Team Health 1c $817,629 5 18.18 Build out of co-response team with Police officers and UC Health clinicians to better resolve calls for mental and/or behavioral health issues. Municipal Court Services – Mental Health, Addiction and Teen Diversion Services Health 1c $75,000 0 57.6 Creation of teen diversion services program for Municipal Court and additional resources for alternative sentencing options involving defendants with mental illness and/or substance use disorders. Human Service Program Increase Health 1b $150,000 0 47.9 Additional funding to be distributed to nonprofits and other partners for community human services programs. Eviction Legal Fund Equity & Community 2b $220,000 0 10.8 Programing provided by community partners for education, support and mitigation of eviction locally, including legal clinics, direct client representation and inclusive educational outreach. Program provides services to both renters and landlords. Childcare System Support Equity & Community 3c $170,000 0 47.8 Funds for local nonprofits / organizations to increase childcare system availability, support, programing and access. Expanded Community Outreach and Engagement Equity & Community 2a $55,000 0 32.6 Funding to expand, systematize and enhance engagement with diverse groups, including those who have been historically undeserved and most impacted by the pandemic. Increased Funding for Reduced Fee Scholarship Program Equity & Community 2a $100,000 0 34.21 Additional funds to increase access to recreation facilities, programs, and childcare services, for low- income, vulnerable and underserved residents. DEI Office Professional Services Increase Equity & Community 2a $25,000 0 44.4 Funding to support the establishment and expansion of a Diversity, Equity and Inclusion Office to coordinate equity and inclusion efforts across the City, and to strengthen relationships with vulnerable populations and community partners. Language Access Services for Council Meetings & Equity & Community 2a $34,560 0 44.6 Ongoing interpretation provided for City Council meetings and high-priority civic engagement events. N.13.1 Packet Pg. 404 Attachment: Allocations to Date (11574 : 2022 Mid-Cycle ARPA Appropriations) ARPA ALLOCATION TO DATE Attachment 1 High Priority Civic Engagement Events Project Name Recovery Theme Recovery Outcome Cost FTE Requested BFO Offer # Description Affordable Housing Fee Credit Fund Equity & Community 2b $350,000 0 47.12 Fee relief to developers of affordable housing targeting low wage earners in the city. Homelessness Initiatives Increase Equity & Community 2c $201,000 1 47.13 Funds for nonprofits and other local/regional organizations to provide support, programs and resources for people experiencing homelessness. Cultural Services Access Fund for Low-Income Residents Equity & Community 2a $185,000 0 55.13 Funds for low-income households to access cultural services across the city, including the Lincoln Center, Museum of Discovery and Gardens on Spring Creek. Cultural Services Community Programs Manager & Program Support Economic Recovery 3a $169,575 1 55.12 Cultural services program manager FTE and programmatic funds to sponsor creative cultural events, particularly for more diverse members of the community. Parking Structure Critical Preventative Repairs Economic Recovery Revenue Replacement $745,400 0 20.3 Overdue repairs to prolong the lifespan and structural integrity of parking structures. Parking Structure Security Upgrades Economic Recovery Revenue Replacement $446,000 0 20.6 Security upgrades to increase safety within parking structures and ensure each structure has adequate security. Expanded Technical Assistance for Small Businesses Economic Recovery 3a $111,258 1 22.11 / 22.13 Funds for one FTE position to provide technical assistance needed by businesses and individuals to more easily navigate the development review process at the City. Economic Health Strategic Plan Economic Recovery 3b $100,000 0 49.9 Funds to develop an updated strategic plan for the Economic Health Office, in particular to fully align with the City Recovery Plan. $3,955,422* 8 TOTAL *The $100,000 Innovate Fort Collins Challenge (Offer 48.11) was initially funded by ARPA in the 2022 Budget. However, after further review the project is not eligible to be funded by ARPA, therefore the funding source was changed to General Fund. N.13.1 Packet Pg. 405 Attachment: Allocations to Date (11574 : 2022 Mid-Cycle ARPA Appropriations) 1 Attachment 2 2022 Mid-Cycle Project Breakdown Summary Project Name Recovery Theme Primary Recovery Outcome Cost Contractual FTE Requested Crisis Communication Plan+Health 1a $130,000 0 Heartside Hill+Equity & Community 2b $1,100,000 0 Indigenous Community Relations Specialist+ Equity & Community 2a $313,217 1 Rapid Rehousing+ Equity & Community 2c $201,000 0 Neighborhood Resilience Projects+ Equity & Community 2a $40,000 0 Recovery Administration Funding Equity & Community N/A $250,000 3* Capital Projects Business Liaison Economic Recovery 3a $275,000 1** HR Staff Support Economic Recovery 3b $268,000 3 COVID-Related Hybrid Meeting Spaces and Community Wi-Fi Economic Recovery 3b $1,300,000 0 Cyber Risk Management Economic Recovery 3b $275,000 0 *FTEs already approved, not counted in total FTEs **Classified + Community-focused $4,152,217 5 Mid-Cycle Offers by Service Area/Department Service Area / Department Number of Offers Estimated Cost Number of FTEs SSA 3 $1,576,000 1 PDT 1 $40,000 0 Equity Office 1 $313,217 1 HR - Internal Employee Services 1 $268,000 3 IT- Internal Employee Services 2 $1,575,000 0 Emergency Preparedness 1 $130,000 0 Recovery Administration 1 $250,000 3* TOTAL 10 $4,152,217 5 *Administrative FTEs already approved, not counted in Total FTE additions Mid-Cycle Offers by Recovery Theme Service Area / Department Number of Offers Estimated Cost Number of FTEs Health 1 $130,000 0 Equity & Community Recovery 5 $1,904,217 4* Economic Recovery 4 $2,118,000 4 Environmental Resilience 0 N/A N/A TOTAL 10 $4,152,217 5 *3 Administrative FTEs already approved, not counted in total FTEs ATTACHMENT 2 N.13.2 Packet Pg. 406 Attachment: 2022 Mid-Cycle Project Breakdown (11574 : 2022 Mid-Cycle ARPA Appropriations) 2 Attachment 2 Descriptions of Mid-Cycle Projects: Crisis Communications Plan $130,000 Contractual FTE: 0 Economic Recovery - Outcome 1a: Support clear and effective communication of public health orders. Funding will support the development of a comprehensive emergency/crisis communication plan for the City of Fort Collins to be used for a variety of events, including, but not limited to, natural, human -caused, or terrorist-related disasters. Emergency response scenarios may include: • severe weather events (snow, floods) • wildfires • electrical outages • water main breaks • water quality events • public health concerns • wastewater backups and overflows • plant emergencies • cybersecurity • workplace accidents • evacuation incidents • and any other event that requires broad community awareness The plan will also help identify roles and responsibilities; escalation triggers; and effective strategies, tactics and tools for preparedness, response and recovery communications. The plan will be developed in partnership with Emergency Preparedness & Security, Communications & Public Involvement and Utilities. A request for proposal for the plan is complete and will be initiated upon approval of funding with an expected completion of late 2022 or early 2023. Heartside Hill $1,100,000 Contractual FTE: 0 Equity and Community Resilience – Outcome 2b: Accelerate the City’s Housing Strategic Plan’s vision that “everyone has healthy, stable housing they can afford.” This funding request is for the development of a minimum of 60 new units of affordable housing to be developed in the Heartside Hill Community. This project is being developed in partnership with local and regional partners, along with the State. Heartside Hill is a partnership between Heart of the Rockies Christian Church, CARE Housing, Fort Collins Habitat for Humanity and L'Arche Fort Collins. Heart of the Rockies is donating the land and CARE Housing is the lead developer. This project requires funding support now in order to move forward and will: 1. Demonstrate commitment to the local match required for the childcare facility portion of the project (funded through a grant received from the Colorado Department of Local Affairs (DOLA)). 2. Provide evidence of local support needed to move forward with the application for Low Income Housing Tax Credits in 2022. N.13.2 Packet Pg. 407 Attachment: 2022 Mid-Cycle Project Breakdown (11574 : 2022 Mid-Cycle ARPA Appropriations) 3 Attachment 2 Funding this project with ARPA funds will also free up additional City funding to support other affordable housing initiatives, including Habitat for Humanity. Allowing more housing projects to move forward in a timely manner will support the recovery outcomes related to housing stability. Indigenous Community Relations Specialist $313,217 Contractual FTE: 1 Equity and Community Resilience – Outcome 2a: Foster a sense of belonging and community trust. This project will support 1.0 Contractual FTE and programmatic funding for an Indigenous Community Relations Specialist for 2.5 years. The primary role of this position will be to build relationships, conduct community engagement, and support community-led initiatives with the Fort Collins Native American Community and local Native-serving nonprofits. Funds will support initiatives recently brought forward by the urban Native population , as well as provide for consultation with Tribes on a government-to-government basis. The Native community has been disproportionally impacted by the pandemic and has historically been underserved by the City. There is a need to build strong and trusting relationships with the Indigenous community to address urgent needs and challenges arising from the pandemic as well as to address issues that have long impacted the local Indigenous community. Members of the Fort Collins Native community have helped envision and craft this request. Rapid Rehousing $201,000 Contractual FTE: 0 Equity and Community Resilience – Outcome 2c: Expand and leverage existing partnerships to quickly connect people experiencing homelessness (PEH) to resources. This project will provide funds to community partners for rapid rehousing programming for homeless families and individuals in dire need of short-term housing assistance. Rapid rehousing is an effective strategy that allows community members to get housed with a low -level of ongoing support for a short period of time. Most families and individuals housed through rapid rehousing programs only require assistance for 3-12 months before becoming self-sufficient. Partner agencies estimate that rapid rehousing expenses (case management, application fees, deposits and rental assistance) total $600,000 per year, approximately $11,500 per family and $8,500 per individual housed. These programs have been funded through federal ESG-CV (Emergency Solutions Grant – CARES Act) funds that are set to expire on August 31, 2022. This mid-cycle offer would allow the continuation of rapid rehousing programs from September-December 2022. Neighborhood Resilience Projects $40,000 Contractual FTE: 0 Equity and Community Resilience – Outcome 2a: Foster a sense of belonging and community trust. Funding Neighborhood Resilience Projects will support meeting needs of individuals through the popular Adopt a Neighbor volunteer program and increase connection in neighborhoods through Asphalt Art Projects. N.13.2 Packet Pg. 408 Attachment: 2022 Mid-Cycle Project Breakdown (11574 : 2022 Mid-Cycle ARPA Appropriations) 4 Attachment 2 Adopt a Neighbor: Funding will support a software upgrade to the City’s volunteer site (Engage) to establish a “bulletin board” matching system. This system will be more efficient than the current manual staff matching process. Moving this upgrade forward in 2022 allows the City to connect neighbors sooner. Getting connected with volunteer support quickly can have an immense impact to a community member’s quality of life, especially in cases where they have a temporary disability or one-time health/safety needs. Asphalt Art: Asphalt Art is an outdoor, neighbor-led project that fosters connection between neighbors and enhances the unique character of neighborhoods – building a stronger sense of place and community. Pilot projects of Asphalt Art in the City brought a sense of neighborhood pride and allowed neighbors to reconnect after isolation during the pandemic. There is a strong appetite from community members for ways to connect safely and reengage with neighbors, as expressed through public engagement during Recovery Plan development. Through this funding, 3 projects are expected to be completed by the end of 2022. Recovery Administration Funding $250,000 Contractual FTE: 3 N/A – related to all Recovery Plan themes / outcomes (previously approved) Recovery administration funding is needed to support the significant amount of coordination, management and administrative work needed for Recovery Plan implementation and the spending of ARPA funds. Funding for this project includes salaries / benefits for the Fiscal Recovery Manager, Recovery Policy and Engagement Specialist and Data Analyst, which were contractual FTEs previously approved by Council for recovery work. Significant amounts of administrative support are needed to comply with federal reporting requirements and data tracking. Along with management and administrative work, these positions play a key role in coordinating citywide community outreach and engagement related to recovery, as well as measuring the impact of the City’s recovery efforts. This funding also includes administrative expense, outreach dollars and contingency through 2024. Capital Project Business Liaison $275,000 Classified FTE: 1 Economic Recovery – Outcome 3a: Small businesses, creatives and nonprofits have the resource they need to thrive. This item funds 1.0 Classified FTE to address the impacts on small and medium-sized businesses affected by City construction projects. This position was approved as a classified exception position prior to being funded with ARPA dollars. It will be funded with ARPA through 2024, and subsequently be funded with General Fund. An immediate need exists to address the impacts on local businesses located in areas impacted by City construction projects (i.e., Linden Street). The request includes $140,000 in immediate programmatic funding to provide support to construction impacted businesses and funds to hire a 1.0 contractual FTE position to administer, develop, and evolve the City’s approach to mitigating the impacts on businesses from constructing major capital projects. Local businesses are still experiencing economic disruptions from the pandemic, making construction especially impactful on sales and success. Creating this position and funding support for impacted businesses will allow them to better recover and build long-term resilience. N.13.2 Packet Pg. 409 Attachment: 2022 Mid-Cycle Project Breakdown (11574 : 2022 Mid-Cycle ARPA Appropriations) 5 Attachment 2 HR Staff Support $268,000 Contractual FTE: 3 Economic Recovery – Outcome 3b: Safe and stable employment, current and future. Human Resources (HR) needs 3.0 contractual FTEs to assist with the high demand for talent and data management at the City. HR is not yet recovered from the consequences of the pandemic hiring freeze and significant staff turnover. Turnover in 2021 was 13.1%, nearly double the Northern Colorado benchmark of 7% provided by the Employers Council, 2% higher than the Denver/Boulder region, and 1% higher than Color ado Springs. In 2020, turnover was 9.4%. 2022 turnover year-to-date is at 3.8%. Human Resources supports hiring and personnel data management for the City , as well for four partner agencies (Museum of Discovery, PFA, Poudre Library District, DDA). 90% of HR data transactions (examples include status changes, promotions, pay changes and manager changes) require manual data entry. In 2021, 4,998 data management transactions occurred, not including benefit enrollment transactions. Thus far in 2022, 2,828 transactions have already occurred. The requested contractual headcount increase will assist staff in expediting requests for talent so that the City has the workforce needed to serve the community. COVID-Related Hybrid Meeting $1,300,000 Contractual FTE: 0 Spaces and Community Wi-Fi Economic Recovery – Outcome 3b: Safe and stable employment, current and future. COVID-related infrastructure and technology changes critical to adapt City spaces and provide staff with the capabilities needed to serve the community safely. Projects Include: • Wi-Fi expansion for Cultural and Recreational Facilities: Museum of Discove ry, EPIC, Mulberry, Lincoln Center, Northside Aztlan Center, Senior Center and Foothills Activity Center. • Infrastructure upgrades to support hybrid community meeting spaces (CIC, Council Conference Room, CO Room), and hybrid workspaces. • Fast track the implementation of automation and self-service resources to address 200% increase in technology requests for hybrid workforce. This project addresses both external and internal needs. Wi-Fi access in public spaces is vital for many community members, especially those who do not have reliable internet at home. The City’s shift to hybrid work means that meeting workspaces need to be reconfigured to accommodate hybrid meetings and systems need to be upgraded to better handle the increased amount of IT support ne eded. Cyber Risk Management $275,000 Contractual FTE: 0 Economic Recovery – Outcome 3b: Safe and stable employment, current and future. This project will allow the City to address cybersecurity needs to safeguard all devices and users from digital intrusions, as addressed in the strategic plan and ensure the City meets the minimal requirements to renew its N.13.2 Packet Pg. 410 Attachment: 2022 Mid-Cycle Project Breakdown (11574 : 2022 Mid-Cycle ARPA Appropriations) 6 Attachment 2 cyber insurance policy for 2023-2024. In close coordination with the Safety and Risk Management Department (SRM), IT will align work with the City’s overall Risk Management Strategy. The pandemic amplified the need to improve the City’s cyber risk management strategies. Increased hybrid work and new technologies require increased security and safety measures to avoid cybersecurity breaches. Midyear funding is required to perform the prework and planning needed to fully deploy additional security capabilities, including multi-factor authentication and zero-trust security improvements. These are essential capabilities to protect the workforce, critical infrastructure and community. Prework and planning will include staff training and external consulting work to get ready for deployment in 2023. Note about Parklane Mobile Home Park: Parklane Mobile Home Park is not included in the Midcycle Appropriation offers. The timing of the Parklan e Mobile Home Park request for assistance with infrastructure upgrades was made after the nonprofit’s offer to purchase was accepted by the property owner, which was after mid-cycle ARPA offers had been vetted and ranked by the Recovery Executive Lead Team. It also occurred after the BFO offers for the 2023/2024 cycle were due from PDT Staff. An initial review of the request indicates that assisting with funding of the infrastructure repairs at Parklane Mobile Home Park would be eligible for ARPA funding. Further direction is needed on whether City Council would like to consider how City ARPA funds could be used to support the final project proposal through an off- cycle appropriation in 2022; if Council would like to direct Staff to submit a 2023/2024 BFO offer; or if cross- departmental Staff could coordinate in-kind donations of services to repair and replace infrastructure at Parklane. Additional information about the project and potential actions Council could take were detailed in the April 13 Memo. N.13.2 Packet Pg. 411 Attachment: 2022 Mid-Cycle Project Breakdown (11574 : 2022 Mid-Cycle ARPA Appropriations) 1 Attachment 3 ARPA Project Ties to Recovery Themes and Outcomes Adopted Resilient Recovery Plan Themes and Outcomes Recovery Themes Recovery Outcomes 1.Health 1a. Support clear and effective communication of public health orders. 1b. Enhance efforts to ensure basic needs are met in the community. 1c. Mental and physical health is valued as necessary, and prevention based. 2.Equity and Community Resilience 2a. Foster a sense of belonging and community trust. 2b. Accelerate the City’s Housing Strategic Plan’s vision that “everyone has healthy, stable housing they can afford.” 2c. Expand and leverage existing partnerships to quickly connect people experiencing homelessness (PEH) to resources and services. 3.Economic Recovery 3a. Small businesses, creatives and nonprofits have the resources they need to thrive. 3b. Safe and stable employment, current and future. 3c. Equitable and affordable childcare is accessible. 4.Environmental Resilience 4a. Commit to environmental justice and resilience in pursuit of our climate, zero waste, energy, water and other sustainability goals. 4b. Resilient infrastructure is reliable and affordable. 4c. Open space, natural amenities and healthy ecosystems are resilient, protected and accessible. ATTACHMENT 3 N.13.3 Packet Pg. 412 Attachment: Project Ties to Recovery Themes and Outcomes (11574 : 2022 Mid-Cycle ARPA 2 Attachment 3 Summary of Project Ties Health 1 Equity & Community Resilience 2 Economic Recovery 3 Environmental Resilience 4 a • Poudre Fire Authority TecGen PPE Gear • Crisis Communication Plan • Special Events Recovery Grants • Rapid Rehousing • Neighborhood Resilience Projects • Indigenous Community Relations Specialist • Expanded Community Outreach and Engagement • Increased Funding for Reduced Fee Scholarship Program • DEI Office Professional Services Increase • Language Access Services for Council Meetings & High Priority Civic Engagement Events • Cultural Services Access Fund for Low-Income Residents • Capital Projects Business Liaison • For Fort Collins • Multicultural Business and Entrepreneur Center • Small Business Grants • Cultural Services Community Programs & Program Support • Expanded Technical Assistance for Small Businesses No projects related to Environmental Resiliency were brought forward for consideration for mid-cycle appropriation because it is challenging to tie those types of projects to the pandemic as required per federal ARPA spending rules. However environmental-related projects are being put forward to be funded by ARPA in the 23-24 Budgeting for Outcomes Cycle. b • Direct Assistance for Utilities Customers • Human Service Program Increase • Heartside Hill • Eviction Legal Fund (Short Term / 2022 Budget) • Affordable Housing Fee Credit Fund • Learning Loss Mitigation • HR Staff Support • COVID-Related Hybrid Meeting Spaces and Community Wi-Fi • Cyber Risk Management • Economic Health Strategic Plan c • Mental Health Response Team • Municipal Court Services – Mental Health, Addiction and Teen Diversion Services • 24/7 Shelter at Fort Collins Rescue Mission • Homelessness Initiatives and Support Services • Homelessness Initiatives Increase • Childcare System Support Other: • Recovery Communication (all themes) • Recovery Administration Funding (no specific outcome) Short-Term and Mid-Cycle • Parking Structure Critical Preventative Repairs (Revenue Replacement) • Parking Structure Security Upgrades (Revenue Replacement) KEY: Short-Term Allocation (approved 2021) 2022 Budget Mid-Cycle N.13.3 Packet Pg. 413 Attachment: Project Ties to Recovery Themes and Outcomes (11574 : 2022 Mid-Cycle ARPA 3 Attachment 3 N.13.3 Packet Pg. 414 Attachment: Project Ties to Recovery Themes and Outcomes (11574 : 2022 Mid-Cycle ARPA Recovery Plan –2022 Mid-Cycle Appropriation 05.17.2022 Blaine Dunn, Accounting Director Jo Cech, Fiscal Recovery Manager Sarah Meline, Recovery Policy & Engagement Specialist ATTACHMENT 4 N.13.4 Packet Pg. 415 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 2Question for Council Does Council approve of appropriating ARPA funding for these ten 2022 mid-cycle offers? N.13.4 Packet Pg. 416 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) Agenda •Background •ARPA F unds Allocated to Date •2022 Mid-Cycle Offers •Mid-Cycle FTEs •Discussion and Questions N.13.4 Packet Pg. 417 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 4American Rescue Plan Act (ARPA) •Other funds available within (ARPA) for: •Childcare, utility/water bills, libraries,small business,support for people experiencing homelessness and broadband •Collaboration with partners and the State vital to leverage all funds available for the community and avoid duplication of funds $410B Stimulus Checks $360B Government $246B Extended Unemployment Programs $194B Other $176B Education $143B Expanded Tax Credits $123B COVID-19 Response $105B Health $59B Small Business $56B Transportation $16B Agriculture $360B Allocated for Local Government (SLFRF) N.13.4 Packet Pg. 418 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 5 City’s ARPA Local Fiscal Recovery Fund (SLFRF) $28.1M allocation for Fort Collins Ordinance No.079, 2022: short-term, immediate needs $4.2M $4.0M $19.9M Allocation of Funds Allocated Post-Recovery Plan Adoption; long-term recovery and resilience Adopted 2022 Budget N.13.4 Packet Pg. 419 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) ARPA A llocations to Date 6 §Ordinance 079, 2022 ST Immediate Needs §2022 Adopted Budget $4.2M $4.0M Reference Attachment 1 Health Equity & Community Resilience Economic Recovery Environmental Resilience §PFA Te cGen PPE Gear§Mental Health Response Te am Build Out§Municipal Court Services – Mental Health, Addiction, Te en Diversion §Eviction Legal Fund§Support for 24/7 Shelter§Utilities Direct Assistance Program§Learning Loss Mitigation§Homeless Support Services§Eviction Legal Fund extension§Childcare System Support§Expanded Community Outreach and Engagement§Increased Funding for Reduced Fee Scholarship Programs§Cultural Services Access Fund & Community Programs §Small Business Grants§Special Events Recovery Grant§Multicultural Business & Entrepreneur Center§Extension of For Fort Collins §Parking Structure Repairs & Security Upgrades§Expanded Technical Assistance for Small Businesses§Economic Health Strategic Plan §Innovate Fort Collins Challenge N.13.4 Packet Pg. 420 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 7City’s Remaining ARPA F unds $19.9M Unallocated Funds 2022 Mid- Cycle Ap propriation $4.1M $15.8M 2023 / 2024 Budget N.13.4 Packet Pg. 421 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 2022 Mid-Cycle Appropriation 8 $4.1M in Proposed Projects Health Equity & Community Resilience Economic Recovery Environmental Resilience §Crisis Communication Plan §Heartside Hill§Indigenous Community Relations Specialist§Rapid Rehousing§Neighborhood Resilience Projects§Recovery Administration Funding* §HR Staff Support§Construction Project Business Liaison§COVID-Related Hybrid Meeting Spaces and Community W i-Fi§Cyber Risk Management §None§Projects are submitted for 2023-24 BFO $130,000 $1,904,217 $2,118,000 $0 Reference Attachment 2 *Contractual FTEs already approved, includes administration funding through 2024 N.13.4 Packet Pg. 422 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 9Mid-Cycle Project Breakdown Project Name Recovery Theme Cost Contractual FTE Requested Crisis Communication Plan+Health $130,000 0 Heartside Hill+Equity & Community Resilience $1,100,000 0 Indigenous Community Relations Specialist+Equity & Community Resilience $313,217 1 Rapid Rehousing+Equity & Community Resilience $201,000 0 Neighborhood Resilience Projects+Equity & Community Resilience $40,000 0 Recovery Administration Funding Equity & Community Resilience $250,000 3* Capital Project Business Liaison+Economic Recovery $275,000 1** HR Staff Support Economic Recovery $268,000 3 COVID-Related Hybrid Meeting Spaces and Community Wi-Fi Economic Recovery $1,300,000 0 Cyber Risk Management Economic Recovery $275,000 0 *FTEs already approved, not counted in total FTEs **Classified position + Community-focused TOTAL $4,152,217 5 Reference Attachment 2 N.13.4 Packet Pg. 423 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 10Mid-Cycle FTEs Project Name Recovery Theme Offer Amount Contractual FTE Requested Indigenous Community Relations Specialist+Equity & Community Resilience $313,217 1 Recovery Administration Funding Equity & Community Resilience $250,000 3* Capital Project Business Liaison+Economic Recovery $275,000 1** HR Staff Support Economic Recovery $268,000 3 *Contractual FTEs already approved, not counted in total FTEs **Classified position + Community-focused TOTAL 5 Reference Attachment 2 •Recovering from hiring freeze (2020-2021) •Additional staffing needed for recovery-related programing •HR staffing to support increased hiring need (workforce impacts) •All positions contractual N.13.4 Packet Pg. 424 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 11Question for Council Does Council approve of appropriating ARPA funding for these ten 2022 mid-cycle offers? N.13.4 Packet Pg. 425 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) THANK YOU! N.13.4 Packet Pg. 426 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) Backup Slides N.13.4 Packet Pg. 427 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 14Summaryof ARPA F unding Received by the City •State and Local Fiscal Recovery Fund (SLFRF) - Received directly from US Tr easury •Federal Transportation Agency (FTA) -Public transportation to prevent layoffs and severe cuts to transit services •Community Development Block Grant (CDBG – HOME) -Provide supportive services and safe socially distant housing solutions •Shuttered Venue Operators Grants –Small Business Administration Office of Disaster Assistance program to aid hard-hit venues •Environmental Protection Act (EPA) -Air quality monitoring and pollution cleanup •Institute of Museum and Libraries –Expanded education and wellness programs •TO TA L ARPA FUNDING TO DATE: $40.45M SLFRF $28.1M FTA $7.9M CDBG-HOME $2.9M SHUTTERED VENUE $1.9M AIR QUALITY/EPA $200K INSTITUTE OF MUSEUM AND LIBRARY $50K N.13.4 Packet Pg. 428 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) 15Eligible Uses of Funds Equity-Focused Services •Serve hard-hit communities/families; equity in health; housing; education Public Health Response •Contain COVID-19; behavioral healthcare services; communication Negative Economic Impacts •Assist/support workers & families; small businesses; impacted industries –tourism & hospitality Infrastructure: Wa ter, Sewer, & Broadband •Clean & drinking water revolving funds eligible projects; broadband for marginalized community Revenue Loss •Formula-driven replacement of lost 2020 City revenues INELIGIBLE •Pension fund contribution, debt service; fund reserves; federal match requirements Per U.S. Treasury Final Rule N.13.4 Packet Pg. 429 Attachment: Powerpoint Presentation (11574 : 2022 Mid-Cycle ARPA Appropriations) -1- ORDINANCE NO. 063, 2022 OF THE COUNCIL OF THE CITY OF FORT COLLINS MAKING SUPPLEMENTAL APPROPRIATIONS FROM A PORTION OF THE CITY’S AMERICAN RESCUE PLAN ACT (ARPA) FUNDING FOR LOCAL FISCAL RECOVERY RELATED TO THE COVID-19 PANDEMIC WHEREAS, on March 11, 2021, President Joseph R. Biden signed the American Rescue Plan Act into law (“ARPA”), which established the Coronavirus Local Fiscal Recovery Fund (“CLFRF”) intended to provide support to local governments in responding to the impacts of the Novel Coronavirus 2019 (“COVID-19”) on their communities, residents, and businesses; and WHEREAS, the U.S. Treasury Department has provided regulatory guidance on how ARPA funds may be used, which includes: supporting public health expenditures; addressing negative economic impacts; replacing lost public sector revenue; providing premium pay for essential workers; and investing in water, sewer and broadband infrastructure; and WHEREAS, the City’s allocation of funds from the CLFRF totals $28,118,971, of which the City Council has previously appropriated approximately $8.2 million; and WHEREAS, City staff has identified some current needs consistent with U.S. Treasury Department guidance to include financial support and expenditures for: public health; to address negative economic impacts; to invest in broadband infrastructure; and to replace lost public sector revenue for the provision of government services; and WHEREAS, City staff presented to the City Council Finance Committee on May 5, 2022 proposed new appropriations totaling $4,152,217 from the City’s CLFRF funds to address the identified needs; and WHEREAS, this appropriation benefits public health, safety and welfare of the citizens of Fort Collins and serves the public purpose of responding to the immediate and short-term community health, social wellbeing, and economic needs arising from the negative impacts of the COVID-19 pandemic; and WHEREAS, Article V, Section 9 of the City Charter permits the City Council, upon recommendation of the City Manager, to make a supplemental appropriation by ordinance at any time during the fiscal year, provided that the total amount of such supplemental appropriation, in combination with all previous appropriations for that fiscal year, do not exceed the current estimate of actual and anticipated revenues and all other funds to be received during the fiscal year; and WHEREAS, the Interim City Manager has recommended the appropriation described herein and determined that this appropriation is available and previously unappropriated from the General Fund and will not cause the total amount appropriated in the General Fund to exceed the current estimate of actual and anticipated revenues and all other funds to be received in this Fund during this fiscal year; and Packet Pg. 430 -2- WHEREAS, Article V, Section 11 of the City Charter authorizes the City Council to designate in the ordinance when appropriating funds for a federal, state or private grant or donation, that such appropriation shall not lapse at the end of the fiscal year in which the appropriation is made, but continue until the earlier of the expiration of the federal, state or private grant or donation or the City’s expenditure of all funds received from such grant or donation; and WHEREAS, the City Council wishes to designate the appropriation herein from ARPA as an appropriation that shall not expire until the earlier of the expiration of the grant or the City’s expenditure of all funds received from such grant. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That there is hereby appropriated from new grant revenue in the General Fund the sum of FOUR MILLION ONE HUNDRED FIFTY-TWO THOUSAND TWO HUNDRED SEVENTEEN DOLLARS ($4,152,217) to be expended in the General Fund for a crisis communication plan, Heartside Hill, Indigenous Community Relations Specialist, Rapid Rehousing, Neighborhood Resilience projects, Recovery Administration funding, Capital Project Business Liaison, Human Resources staff support, COVID-19 related hybrid meeting spaces and Community WiFi and Cyber Risk Management. Section 3. That the appropriation herein from the Federal American Recovery Plan Act (ARPA) is hereby designated, as authorized in Article V, Section 11 of the City Charter, as an appropriation that shall not lapse at the end of this fiscal year but continue until the earlier of the expiration of the grant or the City’s expenditure of all funds received from such grant. Packet Pg. 431 -3- Introduced, considered favorably on first reading, and ordered published this 17th day of May, A.D. 2022, and to be presented for final passage on the 7th day of June, A.D. 2022. ______________________________ Mayor ATTEST: _______________________________ City Clerk Passed and adopted on final reading on the 7th day of June, A.D. 2022. ______________________________ Mayor ATTEST: _______________________________ City Clerk