HomeMy WebLinkAboutMemo - Read Before Packet - 5/7/2013 - Memorandum From Carrie Daggett Re: Council Agenda Item #30 (Resolution 2013-043) Approving And Amendment To The Foothills Metropolitan District Service Plan1266.0003: 488686-20
AMENDED AND RESTATED SERVICE PLAN
FOR
FOOTHILLS METROPOLITAN DISTRICT
City of Fort Collins, Colorado
Prepared
by:
White, Bear & Ankele Professional Corporation
2154 E. Commons Avenue, Suite 2000
Centennial, Colorado 80122
May 7, 2013
Style Definition: Heading 3,h3:
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TABLE OF CONTENTS
I. INTRODUCTION.................................................................................................. 1
A. General Overview........................................................................................ 1
B. Purpose and Intent. ...................................................................................... 1
C. Need for the District. ................................................................................... 2
D. Objective of the City Regarding District’s Amended and Restated Service
Plan.............................................................................................................. 2
II. DEFINITIONS ....................................................................................................... 3
III. BOUNDARIES ...................................................................................................... 6
IV. PROPOSED LAND USE AND ASSESSED VALUATION ................................. 6
V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND
SERVICES ............................................................................................................. 6
A. Powers of the District. ................................................................................. 6
1. Operations and Maintenance............................................................. 7
2. Development Standards. ................................................................... 7
3. Privately Placed Debt Limitation. ..................................................... 7
4. Maximum Debt Authorization. ......................................................... 7
The District must seek approval of the City, which approval is in the sole
discretion of the City, to issue Debt in excess of the Maximum Debt
Authorization set forth in the Financial Plan..................................... 7
5. Monies from Other Governmental Sources....................................... 8
6. Consolidation Limitation. ................................................................. 8
7. Eminent Domain Limitation. ............................................................ 8
8. Service Plan Amendment Requirement. ........................................... 8
9. Standard of Conduct. ........................................................................ 8
B. Preliminary Development Plan. ................................................................... 9
VI. FINANCIAL PLAN ............................................................................................... 9
A. General. ....................................................................................................... 9
B. Maximum Voted Interest Rate and Maximum Underwriting Discount. .... 10
C. Maximum Debt Service Mill Levy. ........................................................... 10
D. Debt Issuance and Maturity. ...................................................................... 10
E. Security for Debt........................................................................................ 11
F. TABOR Compliance.................................................................................. 11
G. District's Operating Costs. ......................................................................... 11
H. Elections. ................................................................................................... 11
VII. ANNUAL REPORT............................................................................................. 12
A. General. ..................................................................................................... 12
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B. Reporting of Significant Events................................................................. 12
VIII. DISSOLUTION.................................................................................................... 12
IX. DISPOSITION OF FINANCED ELIGIBLE IMPROVEMENTS........................ 13
1. The Financed Eligible Improvements shall be sold by the District,
and title thereof transferred to the purchaser thereof, for a purchase
price of not less than the fair market value of such Financed Eligible
Improvements, and the proceeds of such sale shall be deposited with
the City for application to any lawful purpose of the City; or......... 13
2. Title to the Financed Eligible Improvements shall be transferred to
the City if the City, in its sole discretion, then determines to accept
the same; or..................................................................................... 13
3. Title to the Financed Eligible Improvements shall be transferred to
any entity designated by the City or to any entity designated by the
District, provided that the City has consented in writing to the same.
........................................................................................................ 13
X. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS
AND EXTRATERRITORIAL SERVICE AGREEMENTS ................................ 13
XI. MATERIAL MODIFICATIONS ......................................................................... 14
XII. CONCLUSION .................................................................................................... 14
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LIST OF EXHIBITS
EXHIBIT A Legal Description of District Boundary
EXHIBIT B District Boundary Map
EXHIBIT C Project Boundary Map
EXHIBIT D Property Acquisition Map
EXHIBIT E Financial Plan
EXHIBIT F Statutory Contents of Amended and Restated Service Plan
EXHIBIT G Executed Redevelopment and Reimbursement Agreement
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I. INTRODUCTION
A. General Overview.
The District is located completely within the City and is comprised of an area that
includes the existing Foothills Mall. The general location of the District is bounded by East
Swallow Road on the north, East Monroe Drive on the south, Stanford Road on the east and
South College Avenue on the west. The District is bisected by East Foothills Parkway. To adapt
to changing market demands and maintain the Foothills Mall as a competitive retail
development, the Developer plans a comprehensive redevelopment of the site, which will include
new commercial, retail, and residential development.
The Service Plan was approved by resolution of the City Council on September 4,
2012. The Service Plan provided a preliminary framework and limited authorization under
which the District was authorized to proceed with an Organizational Election, which occurred in
November 2012. Pursuant to authorization provided by the City Council, an Order for the
Organization of the District was entered by the Larimer County District Court on November 30,
2012, and subsequently recorded in the office of the Larimer County Clerk and Recorder on
January 10, 2013.
In order to provide effective and efficient services to support the planned
redevelopment, this Amended and Restated Service Plan is submitted seeking authorization for
broader authorities than were initially granted under the Service Plan as originally approved,
including but not limited to authorization for the (1) issuance of Debt, (2) imposition of taxes and
fees, (3) construction or acquisition activities related to the Eligible Improvements, and (4) those
other powers and authorities granted to the District in the Redevelopment Agreement. The
approval of this Amended and Restated Service Plan does not obligate the City Council to
approve any proposed zoning, subdivision, planning, building permit or other land use matter or
requested approval associated with the Project.
The Title 32 statutory requirements of this Amended and Restated Service Plan
are noted and enumerated at Exhibit F, attached hereto. This Amended and Restated Service
Plan complies with all State, federal and local laws and ordinances.
B. Purpose and Intent.
The District is an independent unit of local government separate and distinct from
the City and is governed by this Amended and Restated Service Plan, which has been prepared
and submitted in accordance with the City Policy. Except as may otherwise be provided for by
State or local law or herein, the District’s activities are subject to review by the City only insofar
as they may deviate in a material manner from the requirements of this Amended and Restated
Service Plan. The authorization provided pursuant to this Amended and Restated Service Plan is
needed in order for the District to provide the Eligible Improvements to the Project for the
benefit of property owners and taxpayers within the District, and will result in enhanced benefits
to existing and future business owners and/or residents of the City. The primary purposes of the
District will be to finance, construct, acquire, own, operate and maintain the Eligible
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Improvements as further delineated herein, as well as Redevelopment Agreement and any
Approved Development Plan.
This Amended and Restated Service Plan is submitted in accordance with Part 2
of the Special District Act, Section 32-1-201, et seq., C.R.S and the City Policy. It defines the
powers and authorities of the District, as well as the limitations and restrictions placed thereon.
This Amended and Restated Service Plan expressly contemplates that additional powers,
authorities and duties, as well as limitations on such powers, may be provided by reference to the
Redevelopment Agreement. In the event of any conflict between this Amended and Restated
Service Plan and the Redevelopment Agreement, the Redevelopment Agreement controls. The
District shall not issue Debt or levy any taxes, rates, fees or charges until the Redevelopment
Agreement has been executed and delivered by all the parties. The District shall not issue any
Debt or levy the Maximum Debt Service Mill Levy until the conditions set forth in Section 3.1 of
the Redevelopment Agreement have been satisfied, except as otherwise provided in Section 5.3
of the Redevelopment Agreement.
C. Need for the District.
There are currently no other governmental entities, including the City, located in
the immediate vicinity of the District or elsewhere that are willing to undertake the planning,
design, acquisition, construction, installation, relocation, redevelopment, or financing of the
Eligible Improvements needed for the Project. The Amended and Restated Service Plan and the
additional authorizations it provides are therefore necessary in order for the Eligible
Improvements required for the Project to be provided in the most economic manner possible.
D. Objective of the City Regarding District’s Amended and Restated Service Plan.
The City’s objective in approving the Amended and Restated Service Plan is to
authorize the District to provide for the planning, design, acquisition, construction, installation,
operation, maintenance, relocation and redevelopment of the Eligible Improvements from the
proceeds of the Operations and Maintenance Mill Levy and the Debt Service Mill Levy. A
Financial Plan, which describes the Debt anticipated to be issued by the District, is included in
Section VI. All Debt is expected to be repaid by the Pledged Revenue. Debt which is issued
within the parameters described in the Financial Plan, will insulate business owners and residents
from excessive tax and fee burdens necessary to service the Debt and will result in a timely and
reasonable discharge of the Debt. The City shall, under no circumstances, be responsible for the
Debt of the District and the City’s approval of this Amended and Restated Service Plan shall in
no way be interpreted as an agreement, whether tacit or otherwise, to be financially responsible
for the Debt of the District or the construction of Eligible Improvements, except as otherwise
provided for in the Redevelopment Agreement.
This Amended and Restated Service Plan is intended to establish limitations
applicable to the District and explicit financial constraints that are not to be violated under any
circumstances. The primary purpose is to provide for the Eligible Improvements associated with
the Project as necessary. Ongoing operational and maintenance of the Eligible Improvements are
in the best interest of the City and existing and future taxpayers of the District, and shall be
Deleted: Debt to be issued by
Deleted: District
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allowed to be undertaken by the District except as otherwise limited in the Redevelopment
Agreement.
The District shall be authorized to finance the Eligible Improvements that can be
funded from Debt to be repaid from the Pledged Revenue as described in the Redevelopment
Agreement, including but not limited to Add-On PIF Revenues and tax increment revenues, as
well as tax revenues collected from a District mill levy not to exceed the Maximum Debt Service
Mill Levy and which shall not exceed the Maximum Debt Authorization and Maximum Debt
Maturity Term.
II. DEFINITIONS
In this Amended and Restated Service Plan, the following terms which appear in a
capitalized format herein shall have the meanings indicated below, unless the context hereof
clearly requires otherwise:
Add-On PIF Revenues: has the same meaning as in the Redevelopment Agreement.
Amended and Restated Service Plan: means this Amended and Restated Service Plan as
the same has been approved by the City Council in accordance with the Special District Act and
City Policy, as may be amended in the future.
Approved Development Plan: means a development plan or other process established by
the City (including but not limited to approval of a Project Development Plan on February 7,
2013, which includes the Project) and the Redevelopment Agreement, for identifying, among
other things, Eligible Improvements necessary for the development of property within the
Service Area, as approved by the City pursuant to the City Code and amended pursuant to the
City Code from time to time.
Board: means the Board of Directors of the District.
Bond, Bonds, or Debt: means bonds or other financial obligations for the payment of
which the District has promised to use all or any portion of the Pledged Revenue.
City: means the City of Fort Collins, Colorado.
City Code: means the Code of the City of Fort Collins and any regulations, rules, or
policies promulgated thereunder, as the same may be amended from time to time.
City Council: means the City Council of the City of Fort Collins, Colorado.
City Policy: means the City of Fort Collins, Colorado Policy for Reviewing Proposed
Service Plans for Title 32 Metropolitan Districts, as adopted and approved by the City Council
on July 9, 2008.
Costs of Issuance: has the same meaning as in the Redevelopment Agreement.
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Debt Service Mill Levy: means the mill levy required to be imposed by the District for
payment of Debt as set forth in the Redevelopment Agreement.
Developer: means Walton Foothills Holdings VI, L.L.C., a Colorado limited liability
company.
District: means the Foothills Metropolitan District.
District Boundary: means the boundary of the area described in the legal description and
District Boundary Map, attached hereto as Exhibit A and Exhibit B, respectively, as the same
may be altered hereinafter by permitted inclusions and exclusions under the provisions of the
Special District Act.
District Boundary Map: means the map attached hereto as Exhibit B, describing the
overall property within the District Boundary.
District Organization Date: means January 10, 2013.
Eligible Improvements: means those improvements, activities and costs described in the
“Eligible Costs and Eligible Improvements” Exhibit to the Redevelopment Agreement, as well as
those improvements and purposes permitted to be funded by the District through the Foothills
Mall Fund.
External Financial Advisor: means a consultant that: (1) is qualified to advise Colorado
governmental entities on matters relating to the issuance of securities by Colorado governmental
entities including matters such as the pricing, sales and marketing of such securities and the
procuring of bond ratings, credit enhancement and insurance in respect of such securities; (2)
shall be an underwriter, investment banker, or individual listed as a public finance advisor in the
Bond Buyer’s Municipal Market Place or, in the City’s sole discretion, other recognized
publication as a provider of financial projections; and (3) is not an officer or employee of the
District.
Financed Eligible Improvements: means those Eligible Improvements funded or acquired
by the District from the proceeds of Debt issued by the District.
Financial Plan: means a Financial Plan, including the provisions of Section VI and the
attached Exhibit E, as well as those provisions included herein by reference to the
Redevelopment Agreement. The Financial Plan describes how the Eligible Improvements are to
be financed and how the Debt is expected to be incurred. The Financial Plan is intended to
represent an example of debt issuance and financing structure that may be used by the District.
Foothills Mall Fund: means the fund to be held by the District in accordance with the
terms and provisions of the Redevelopment Agreement and used for those purposes as set forth
in the “Permitted Uses of Foothills Mall Fund” Exhibit to the Redevelopment Agreement.
Maximum Debt Authorization: means the total Debt the District is permitted to issue as
set forth in Sections V.A.4. and VI.A.
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Maximum Debt Maturity Term: means the maximum term for repayment in full of a
specific District Debt issuance as set forth in Section VI.D.
Maximum Debt Service Mill Levy: means the maximum mill levy the District is
permitted to impose upon the taxable property of the District for payment of Debt as set forth in
Section VI.C.
Net Debt Service: has the same meaning as in the Redevelopment Agreement.
Organizational Election: means the November 6, 2012, election at which the District’s
organization, the initial slate of directors and associated terms of office for each director and all
necessary debt and taxing authorization were voted upon pursuant to the requirements of
TABOR.
Operations and Maintenance Mill Levy: means the mill levy the District projects to
impose for payment of administration, operations, and maintenance costs as set forth in Section
VI.G.
Pledged Revenue: has the same meaning as in the Redevelopment Agreement.
Project: means the Foothills Mall Redevelopment, including the demolition, renovation,
rehabilitation, reconstruction, and/or construction on the property commonly referred to as the
Foothills Mall, is the boundaries of which are more particularly described in the Project
Boundary Map.
Project Boundary Map: means a map of the Project representing the future inclusion area
of the District, as attached hereto at Exhibit C.
Property Acquisition Map: means a map of those tracts within the Project that are
anticipated to be acquired by the District, as depicted in the Exhibit D attached hereto, and
which are to be financed in whole or part through the amount allocated for land acquisition in the
“Eligible Costs and Eligible Improvements” Exhibit to the Redevelopment Agreement.
Redevelopment Agreement: means the Redevelopment and Reimbursement Agreement
entered into by and among the City, the Developer, the District, and the Fort Collins Urban
Renewal Authority in conjunction with the approval of the Amended and Restated Service Plan
by the City. Upon its execution, a final executed copy of the Redevelopment Agreement is to be
attached to and incorporated into this Amended and Restated Service Plan as Exhibit G.
Service Area: means the property within the District Boundary.
Service Plan: means the service plan for the District as approved by the City Council on
September 4, 2012.
Special District Act or “Act”: means Article 1 of Title 32 of the Colorado Revised
Statutes, as amended from time to time.
State: means the State of Colorado.
Deleted: within
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TABOR: refers to Article X of the Constitution of the State.
Taxable Property: means real or personal property within the Service Area subject to ad
valorem taxes imposed by the District, including property excluded from the District Boundary
that remains obligated for outstanding District indebtedness pursuant to Section 32-1-503(1),
C.R.S.
III. BOUNDARIES
The District Boundary and Service Area includes approximately 77.21 acres. A legal
description of the District Boundary and the District Boundary Map are attached hereto as
Exhibit A and Exhibit B, respectively. A Project Boundary Map is attached hereto as Exhibit
C, which is intended to depict the future inclusion area of the District. It is anticipated that the
District's Boundary may change from time to time as it undergoes inclusions pursuant to Section
32-1-401, et seq., C.R.S., and exclusions pursuant to Section 32-1-501, et seq., C.R.S. The
District shall be permitted to undertake inclusions of property located within the Project, as
depicted on the Project Boundary Map, without further approval of the City. Additionally, so
long as the property remains subject to and encumbered by the outstanding Debt prior to its
exclusion, the District shall be specifically permitted to exclude property located within the
Project, as depicted on the Project Boundary Map, from the District Boundary without further
approval of the City. The District shall not include or exclude any property not located within
the Project from the District Boundary without the prior approval of the City Council.
IV. PROPOSED LAND USE AND ASSESSED VALUATION
The Service Area consists of approximately 77.21 acres of land and includes a mixture of
commercial and residential development areas. The current assessed valuation of the Service
Area is based upon existing retail development and is further set forth in the Redevelopment
Agreement. Approval of this Amended and Restated Service Plan by the City does not imply
approval of the development of a specific area within the District nor does it imply approval of
the total number of residential units or site/floor area of commercial buildings or space that may
be identified in this Amended and Restated Service Plan, unless the same is contained within an
Approved Development Plan.
V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS AND SERVICES
A. Powers of the District.
The District shall have the power and authority to plan, design, acquire, construct,
install, relocate, redevelop, and finance the Eligible Improvements and all other permitted
improvements funded through the Foothills Mall Fund, within and without the boundaries of the
District, as such power and authority is described in the Act and other applicable statutes,
common law and the State Constitution, subject to the limitations set forth in this Amended and
Restated Service Plan.
If, subsequent to approval of this Amended and Restated Service Plan, the State
Legislature includes additional powers or grants new or broader powers for Title 32 districts by
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amendment of the Special District Act or otherwise, any or all such powers shall be available to
or exercised by the District only to the extent approved by the City.
1. Operations and Maintenance. To the extent provided in the Approved
Development Plan or as otherwise agreed by the City, the District may dedicate the Eligible
Improvements to the City or other appropriate jurisdiction or owners association in a manner
consistent with the Approved Development Plan, applicable provisions of the City Code and the
Redevelopment Agreement, provided that nothing herein requires the City to accept a dedication.
The District is specifically authorized to operate and maintain any part or all of the Eligible
Improvements not otherwise conveyed or dedicated to the City or another appropriate
governmental entity. The District shall also be specifically authorized to conduct operations and
maintenance functions related to the Eligible Improvements that are not provided by the City or
other governmental entity, or to the extent that the District’s proposed operational and
maintenance functions include services or activities that exceed those provided by the City or
other governmental entity. Tracts within the Project that are anticipated to be acquired, owned,
and maintained by the District are depicted in the Property Acquisition Map attached hereto as
Exhibit D. Nothing herein shall be construed to limit the District’s power to acquire, dispose of
or encumber property under the Special District Act .
2. Development Standards. The District will ensure that the Eligible
Improvements are designed and constructed in accordance with the standards and specifications
of the City, including the City Code and Approved Development Plan, and of other
governmental entities having proper jurisdiction, as applicable. The District, directly or
indirectly through the Developer, will obtain the City’s approval of civil engineering plans and
will obtain applicable permits for construction and installation of Eligible Improvements prior to
performing such work.
3. Privately Placed Debt Limitation. Prior to the issuance of any Privately
Placed Debt, the District shall obtain the certification of an External Financial Advisor
substantially as follows:
We are [I am] an External Financial Advisor within the meaning of
the District’s Service Plan.
We [I] certify that (1) the net effective interest rate (calculated as
defined in Section 32-1-103(12), C.R.S.) to be borne by the
District for the [insert the designation of the Debt] does not exceed
a reasonable current [tax-exempt] [taxable] interest rate, using
criteria deemed appropriate by us [me] and based upon our [my]
analysis of comparable high yield securities; and (2) the structure
of [insert designation of the Debt], including maturities and early
redemption provisions, is reasonable considering the financial
circumstances of the District.
4. Maximum Debt Authorization. The District must seek approval of the
City, which approval is in the sole discretion of the City, to issue Debt in excess of the Maximum
Debt Authorization set forth in the Financial Plan.
Deleted: The
Deleted: shall
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5. Monies from Other Governmental Sources. The District shall not apply
for, or accept, Conservation Trust Funds, Great Outdoors Colorado Funds, or other funds
available from or through governmental or non-profit entities for which the City is eligible to
apply for, except pursuant to an intergovernmental agreement with the City. This Section shall
not apply to specific ownership taxes which shall be distributed to and constitute a revenue
source for the District without any limitation.
6. Consolidation Limitation. The District shall not file a request with any
Court to consolidate with another Title 32 district without the prior written consent of the City.
7. Eminent Domain Limitation. The District shall be fully authorized to
exercise its statutory power of eminent domain; provided, however, that the District covenants
not to exercise its statutory power of eminent domain to acquire any leasehold interests held by
arc Thrift Stores, Inc., a Colorado nonprofit corporation, affecting Parcel No. 9725311002 as
described in the records of the Larimer County Assessor. Exercise of the District’s statutory
eminent domain power is only permitted hereunder as necessary to facilitate the construction of
Eligible Improvements pertinent to the Project.
8. Service Plan Amendment Requirement. The Amended and Restated
Service Plan has been designed with sufficient flexibility to enable the District to provide
required services and facilities under evolving circumstances without the need for numerous
amendments. Modification of the general types of services and facilities that constitute the
Eligible Improvements, and changes in proposed configurations, locations or dimensions of the
Eligible Improvements shall be permitted to accommodate development needs consistent with
the Redevelopment Agreement or any Approved Development Plan for the Project, provided the
City has expressly consented to such modification or change as a change to the scope of the
Eligible Improvements. The District shall be an independent unit of local government, separate
and distinct from the City, and its activities are subject to review by the City only insofar as they
may deviate in a material manner from the requirements of the Amended and Restated Service
Plan. Any action of the District which violates the limitations set forth in this Amended and
Restated Service Plan shall be deemed to be a material modification unless otherwise agreed by
the City as provided for in Section X. of this Amended and Restated Service Plan or otherwise
expressly provided herein. Any determination by the City that a departure is not a material
modification shall be conclusive and final and shall bind all residents, property owners and
others affected by such departure.
To the extent permitted by law, the District may seek formal approval from the
City of modifications to this Amended and Restated Service Plan which are not material, but for
which the District may desire a written acknowledgment and approval by the City. Such
approval may be evidenced by any instrument executed by the City’s manager, City’s attorney,
or other specially designated representative of the City Council as to the matters set forth therein
and shall be conclusive and final.
9. Standard of Conduct. The District shall strive to conduct all business of
the District with honesty, fairness, integrity, and in a manner that consistently reflects high
standards of business conduct and ethics. The District shall carry out its powers and functions
with a commitment to quality, innovation, sustainability and service to the general public, and in
Deleted: . However,
Deleted: same
Deleted:
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a manner reasonably expected and intended to obtain the maximum value for each dollar of
expenditure utilizing the Debt proceeds and tax and other revenues available to the District
hereunder. The District shall at all times operate in a manner so as to avoid the appearance or
effect of unethical or self-dealing practices in its business dealings and operations
B. Preliminary Development Plan.
The current estimated costs of the Eligible Improvements are expected to be substantial
and will be based upon requirements set forth in the Approved Development Plan. The District
shall have authority to provide for the planning, design, acquisition, construction, installation,
relocation, redevelopment, maintenance, and financing of the Eligible Improvements within and
without the boundaries of the District, as the same are more specifically defined in the Approved
Development Plan.
The Redevelopment Agreement sets forth the estimated cost of the Eligible
Improvements which may be planned for, designed, acquired, constructed, installed, relocated,
redeveloped, maintained or financed by the District. The District shall be permitted to allocate
the issuance of Debt between such categories of the Eligible Improvements as deemed necessary
in accordance with the requirements of the Redevelopment Agreement.
The Eligible Improvements will be designed in such a way as to ensure that the
Eligible Improvements standards will be consistent with or exceed the standards of the City and
shall be in accordance with the requirements of the Approved Development Plan and the
Redevelopment Agreement. All descriptions of the Eligible Improvements to be constructed,
and their related costs, are estimates only and are subject to modification as engineering,
development plans, economics, the City’s requirements, and construction scheduling may
require.
VI. FINANCIAL PLAN
A. General.
The District shall be authorized to provide for the planning, design, acquisition,
construction, installation, relocation and/or redevelopment of the Financed Eligible
Improvements from the Pledged Revenue and by and through the proceeds of Debt to be issued
by the District, as is generally depicted in Exhibit E attached hereto. The Financial Plan is
summarized as follows:
1. The District may issue Debt in an amount sufficient to produce (a) Fifty-
Three Million Dollars ($53,000,000) in net proceeds to fund the costs of the Eligible
Improvements and (b) the Costs of Issuance (the “Maximum Debt Authorization”).
2. The Debt shall be paid from the Pledged Revenue.
3. The total Net Debt Service shall not exceed One Hundred Eighty Million
Dollars ($180,000,000).
Deleted: its discretion
Deleted: repayment cost of the
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4. The annual Net Debt Service shall not exceed the amounts authorized by
the Redevelopment Agreement.
5. The Maximum Debt Service Mill Levy is fifty (50) mills, as may be
adjusted in accordance with this Amended and Restated Service Plan and the Redevelopment
Agreement.
6. The Maximum Debt Maturity Term is twenty-five (25) years from the date
of issuance of the Debt.
The Redevelopment Agreement sets forth the sources of revenues available to the
District to satisfy the District’s financial obligations arising out of its administrative and
operations and maintenance activities. The Redevelopment Agreement further establishes the
Foothills Mall Fund, which fund revenues shall be available to the District to finance continued
upgrades and enhancements within the boundaries of the District, as limited by the “Permitted
Uses of Foothills Mall Fund” Exhibit to the Redevelopment Agreement; provided, however, that
improvements funded through the Foothills Mall Fund are only permitted to be funded from
those revenue sources identified for the Foothills Mall Fund in the Redevelopment Agreement
and not from District Debt.
Debt that is refunded shall not count against the Maximum Debt Authorization.
The District anticipates issuing Debt in fiscal year 2013 in a principal amount sufficient to
produce Fifty-Three Million Dollars ($53,000,000) in net proceeds for the financing of the
Eligible Improvements. All Bonds and other Debt issued by the District may be payable from
the Pledged Revenue, except as otherwise limited in the Redevelopment Agreement.
B. Maximum Voted Interest Rate and Maximum Underwriting Discount.
The interest rate on any Debt is expected to be the market rate at the time the Debt
is issued. The proposed maximum underwriting discount will be Five Percent (5%). Debt, when
issued, will comply with all relevant requirements of the Redevelopment Agreement, this
Amended and Restated Service Plan, State law and Federal law as then applicable to the issuance
of public securities.
C. Maximum Debt Service Mill Levy.
The Maximum Debt Service Mill Levy shall be a property tax levy of fifty (50)
mills levied by the District on the taxable property of the District, which levy may be adjusted to
take into account legislative or constitutionally imposed adjustments in assessed values or their
method of calculation so that, to the extent possible, the revenue produced by such mill levy is
neither diminished nor reduced as a result of such changes.
D. Debt Issuance and Maturity.
The scheduled final maturity of any Debt or series of Debt issued by the District
from time to time shall be limited to twenty-five (25) years (the “Maximum Debt Maturity
Term”). Refundings of the Debt are permitted in accordance with the provisions of the
Redevelopment Agreement. The Maximum Debt Maturity Term shall apply to refundings.
Deleted: repayment cost of the
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The District shall not issue new Debt except as provided in the Redevelopment
Agreement or as otherwise approved by the City Council.
E. Security for Debt.
The District shall be entitled to pledge the Pledged Revenue as set forth in the
Redevelopment Agreement. The District does not have the authority and shall not pledge any
revenue or property of the City as security for the indebtedness set forth in this Amended and
Restated Service Plan. Approval of this Amended and Restated Service Plan shall not be
construed as a guarantee by the City of payment of any of the District's obligations; nor shall
anything in the Amended and Restated Service Plan be construed so as to create any
responsibility or liability on the part of the City in the event of default by the District in the
payment of any such obligation or performance of any other obligation.
F. TABOR Compliance.
The District will comply with the provisions of TABOR. In the discretion of the
Board, the District may set up other qualifying entities to manage, fund, construct and operate
facilities, services, and programs. To the extent allowed by law, any entity created by a District
will remain under the control of the District’s Board.
G. District's Operating Costs.
The estimated cost of acquiring land, engineering services, legal services and
administrative services, together with the estimated costs of initial operations, are anticipated to
be One Hundred Thousand Dollars ($100,000.00), which will be eligible for reimbursement from
Debt proceeds as provided for herein or in the Redevelopment Agreement.
In addition to the capital costs of the Eligible Improvements, the District will
require operating funds for administration and to plan and cause the Eligible Improvements to be
operated and maintained. The first year’s operating budget is estimated to be Ninety Thousand
Dollars ($90,000.00).
Ongoing administration, operations, and maintenance costs may be paid from
property taxes collected through the imposition of an Operations and Maintenance Mill Levy not
to exceed fifteen (15) mills as set forth in the Redevelopment Agreement, as well all other
revenues legally available to the District, except as otherwise limited in the Redevelopment
Agreement, and including “District Operating Revenue” as defined in the Redevelopment
Agreement.
H. Elections.
The District held an Organizational Election on November 6, 2012, on the
questions of organizing the District, electing the initial Board, and setting in place financial
authorizations as required by TABOR.
Formatted: Font color: Red
Deleted: Unless otherwise approved by
the City Council, the District shall be
limited to issuing new Debt within a
period of fifteen (15) years from the date
of its first Debt authorization election.
The Maximum Debt Maturity Term, as
described in Section VI.D, shall be
applicable to any new Debt issued within
this fifteen (15) year period. ¶
Deleted: ¶
¶
12
VII. ANNUAL REPORT
A. General.
The District shall be responsible for submitting an annual report with the City’s
Clerk not later than September 1st of each year for the year ending the preceding December 31
following the year of the District Organization Date. The City may, in its sole discretion, waive
this requirement in whole or in part.
B. Reporting of Significant Events.
Unless waived by the City, the annual report shall include the following:
1. A narrative summary of the progress of the District in implementing its
service plan for the report year;
2. Except when exemption from audit has been granted for the report year
under the Local Government Audit Law, the audited financial statements of the District for the
report year including a statement of financial condition (i.e., balance sheet) as of December 31 of
the report year and the statement of operations (i.e., revenues and expenditures) for the report
year;
3. Unless disclosed within a separate schedule to the financial statements, a
summary of the capital expenditures incurred by the District in the development of Eligible
Improvements in the report year;
4. Unless disclosed within a separate schedule to the financial statements, a
summary of the financial obligations of the District at the end of the report year, including the
amount of outstanding indebtedness, the amount and terms of any new District indebtedness or
long-term obligations issued in the report year, the amount of payment or retirement of existing
indebtedness of the District in the report year, the total assessed valuation of all taxable
properties within the District as of January 1 of the report year and the current mill levy of the
District pledged to Debt retirement in the report year; and
5. Any other information deemed relevant by the City Council or deemed
reasonably necessary by the City’s manager.
In the event the annual report is not timely received by the City’s clerk or is not
fully responsive, notice of such default may be given to the Board of the District, at its last
known address. The failure of the District to file the annual report within forty-five (45) days of
the mailing of such default notice by the City’s clerk may constitute a material modification, at
the discretion of the City.
VIII. DISSOLUTION
Upon an independent determination of the City Council that the purposes for which the
District was created have been accomplished, the District agrees to file a petition in the
appropriate District Court for dissolution, pursuant to the applicable State statutes. In no event
13
shall dissolution occur until the District has provided for the payment or discharge of all of its
outstanding indebtedness and other financial obligations as required pursuant to State statutes,
including operation and maintenance activities required by the Redevelopment Agreement.
Dissolution shall be specifically conditioned upon the City’s approval of conveyance of any
District owned facilities to entities other than the City.
IX. DISPOSITION OF FINANCED ELIGIBLE IMPROVEMENTS
The District was organized as an independent political subdivision of the State of
Colorado pursuant to Colorado law and with the approval of the City in order to provide for the
financing, construction and completion of the Eligible Improvements required to serve the
Project and, in furtherance of the foregoing and for the benefit of and on behalf of the City, it is
intended that the District will issue Debt, as provided for in the Redevelopment Agreement, to
provide certain Financed Eligible Improvements. The City acknowledges that the completion
and existence of the Financed Eligible Improvements, and any Debt issued by the District for the
provision of such Financed Eligible Improvements, benefits the Project, the District, and the City
as a whole.
It is the City’s intention that the Financed Eligible Improvements will be owned
and operated by the District, except as otherwise provided for in the Redevelopment Agreement
and the Approved Development Plan. The City further acknowledges that the Financed Eligible
Improvements are anticipated to be financed by the District through the issuance of Debt on a
tax-exempt basis, which issuance may be subject to limitations on the use and disposition of the
Financed Eligible Improvements.
In the event of the dissolution of the District, the Financed Eligible Improvements
then held by the District shall be disposed of only in one or more of the following manners:
1. The Financed Eligible Improvements shall be sold by the District, and title
thereof transferred to the purchaser thereof, for a purchase price of not less than the fair market
value of such Financed Eligible Improvements, and the proceeds of such sale shall be deposited
with the City for application to any lawful purpose of the City; or
2. Title to the Financed Eligible Improvements shall be transferred to the
City if the City, in its sole discretion, then determines to accept the same; or
3. Title to the Financed Eligible Improvements shall be transferred to any
entity designated by the City or to any entity designated by the District, provided that the City
has consented in writing to the same.
X. PROPOSED AND EXISTING INTERGOVERNMENTAL AGREEMENTS AND
EXTRATERRITORIAL SERVICE AGREEMENTS
All intergovernmental agreements must be for purposes, facilities, services or agreements
lawfully authorized to be provided by the District, pursuant to the State Constitution, Article
XIV, Section 18(2)(a) and Sections 29-1-201, et seq., C.R.S. To the extent practicable, the
District may enter into additional intergovernmental and private agreements to better ensure
long-term provision of the Eligible Improvements or for other lawful purposes of the District as
14
necessary to carry out the Approved Development Plan or the Redevelopment Agreement.
Agreements may also be executed with property owner associations and other service providers.
Execution of intergovernmental agreements or agreements for extraterritorial services by
the District that are not described in this Amended and Restated Service Plan shall not constitute
a material modification to this Amended Service Plan to the extend the same are related to the
Eligible Improvements and are necessary and appropriate to carrying out the authorization
provided hereunder and pursuant to the Redevelopment Agreement.
XI. MATERIAL MODIFICATIONS
Material modifications to this Amended and Restated Service Plan may be made only in
accordance with Section 32-1-207, C.R.S. No modification shall be required for an action of the
District which does not materially depart from the provisions of this Amended and Restated
Service Plan. Following formation of the District, the Board may, from time to time, submit a
letter to the City’s manager, or designee, outlining the proposed actions of the District for which
the Board is unclear as to whether a service plan amendment is required. The City’s manager, or
designee, will determine whether an amendment to the Amended and Restated Service Plan is
required under the provisions of this Policy and Section 32-1-207, C.R.S., and then provide a
copy of the determination to the Board.
Departures from the Amended and Restated Service Plan that constitute a material
modification include without limitation:
1. Any action prohibited by Section V.A.; and
2. Actions or failures to act that create greater financial risk or burden; and
3. Performance of a service or function or acquisition of a major facility that
is not closely related to a service, function or facility authorized in the Amended and Restated
Service Plan.
XII. CONCLUSION
It is submitted that this Amended and Restated Service Plan for the District, as required
by Section 32-1-203(2), establishes that:
1. There is sufficient existing and projected need for organized service in the
area to be serviced by the District;
2. The existing service in the area to be served by the District is inadequate
for present and projected needs;
3. The District is capable of providing economical and sufficient service to
the area within their proposed boundaries; and
4. The area to be included in the District does have, and will have, the
financial ability to discharge the proposed indebtedness on a reasonable basis.
Deleted: and which are likely to cause a
substantial increase in the District’s
budget shall require the prior approval of
the City Council, which approval
Deleted: .
EXHIBIT A
Foothills Metropolitan District
Legal Description of District Boundary
Book No:
Drawn by:
Reviewed:
Date:
FOOTHILLS METROPOLITAN DISTRICT Project No:
DISTRICT LEGAL DESCRIPTION
FORT COLLINS, CO
1 OF 3
EXHIBIT B
Foothills Metropolitan District
District Boundary Map
Book No:
Drawn by:
Reviewed:
Date:
Project No:
FOOTHILLS METROPOLITAN DISTRICT
DISTRICT BOUNDARY MAP
FORT COLLINS, COLORADO
2 OF 3
EXHIBIT C
Foothills Metropolitan District
Project Boundary Map
Book No:
Drawn by:
Reviewed:
Date:
Project No:
FOOTHILLS METROPOLITAN DISTRICT
PROJECT BOUNDARY MAP
FORT COLLINS, COLORADO
EXHIBIT D
Foothills Metropolitan District
Property Acquisition Map
EXHIBIT E
Foothills Metropolitan District
Financial Plan
FOOTHILLS MALL
EPS Revenue Projections (4/16/13)
SERVICE PLAN
Ser. 2013
$66,410,000 Par
Prop Tax Mills [1] Sales PIF Prop Tax TIF [2] Sales Tax TIF [3] Total [Net $53.000 MM] Annual
[50.000 target] 1.00% [90.636 target] Avail. for Net Debt Surplus
@ 100% Debt Service Service
2013 - - - - - $0 -
2014 650,079 - - - 650,079 0 650,079
2015 147,871 1,926,669 - 2,543,775 4,618,316 0 4,618,316
2016 147,871 2,164,044 - 3,068,794 5,380,709 1,980,682 3,400,027
2017 2,015,548 2,207,324 2,201,910 3,167,166 9,591,948 4,755,682 4,836,267
2018 2,015,548 2,251,471 2,201,910 3,267,506 9,736,435 4,756,957 4,979,478
2019 2,055,859 2,296,500 2,245,948 3,369,852 9,968,160 4,852,182 5,115,978
2020 2,055,859 2,342,430 2,245,948 3,474,245 10,118,483 4,847,582 5,270,901
2021 2,096,977 2,389,279 2,290,867 3,580,727 10,357,849 4,949,082 5,408,767
2022 2,096,977 2,437,065 2,290,867 3,689,337 10,514,245 4,945,082 5,569,164
2023 2,138,916 2,485,806 2,336,684 3,800,120 10,761,527 5,046,282 5,715,245
2024 2,138,916 2,535,522 2,336,684 3,913,119 10,924,241 5,046,082 5,878,160
2025 2,181,694 2,586,232 2,383,418 4,028,378 11,179,722 5,144,882 6,034,841
2026 2,181,694 2,637,957 2,383,418 4,145,942 11,349,011 5,146,382 6,202,629
2027 2,225,328 2,690,716 2,431,086 4,265,857 11,612,988 5,250,682 6,362,306
2028 2,225,328 2,744,531 2,431,086 4,388,170 11,789,115 5,251,182 6,537,934
2029 2,269,835 2,799,421 2,479,708 4,512,930 12,061,894 5,353,282 6,708,612
2030 2,269,835 2,896,092 2,479,708 4,729,623 12,375,258 5,355,382 7,019,876
2031 2,315,232 2,954,014 2,529,302 4,861,212 12,659,759 5,462,582 7,197,178
2032 2,315,232 3,013,094 2,529,302 4,995,433 12,853,060 5,462,982 7,390,079
2033 2,361,536 3,073,356 2,579,888 5,132,338 13,147,118 5,571,982 7,575,136
2034 2,361,536 3,134,823 2,579,888 5,271,981 13,348,228 5,572,382 7,775,846
2035 2,408,767 3,197,519 2,631,486 5,414,417 13,652,189 5,684,582 7,967,607
2036 2,408,767 3,261,470 2,631,486 5,559,701 13,861,424 5,681,082 8,180,342
2037 2,456,942 3,326,699 2,684,115 5,707,892 14,175,649 5,797,582 8,378,067
2038 2,456,942 3,393,233 2,684,115 5,859,046 14,393,337 5,796,782 8,596,555
49,999,093 64,745,266 53,588,822 102,747,561 271,080,742 117,711,352 153,369,390
[1] Assumes 98% collection + 3% S.O Tax [2] Assumes 96% collection; Net of Base
[3] Net of Base
5/2/2013
4:49 PM SP
Prepared by D.A. Davidson & Co.
EXHIBIT F
Foothills Metropolitan District
Statutory Contents of Amended and Restated Service Plan
Section 32-1-202(2), Colorado Revised Statutes
1. A description of the proposed services.
Section V. of this Amended and Restated Service Plan and the Redevelopment
Agreement.
2. A financial plan showing how the proposed services are to be financed.
Section VI. and Exhibit E of this Amended and Restated Service Plan and the
Redevelopment Agreement.
3. A preliminary engineering or architectural survey showing how proposed services are to
be provided.
Section V. of this Amended and Restated Service Plan and the Redevelopment
Agreement.
4. A map of the Districts’ boundaries and an estimate of the population and valuation for
assessment of the Districts.
Exhibits A, B and C, Section IV and the Redevelopment Agreement.
5. A general description of the facilities to be constructed and the standards of such
construction, including a statement of how the facility and service standards of Districts
are compatible with facility and service standards of the City and of municipalities and
special districts that are interested parties pursuant to Section 32-1-204(1), C.R.S..
Section V. of this Amended and Restated Service Plan and the Redevelopment
Agreement.
6. A general description of the estimated cost of acquiring land, engineering services, legal
services, administrative services, initial proposed indebtedness and estimated proposed
maximum interest rates and discounts, and other major expenses related to the
organization and initial operation of the District;
Section VI. of this Amended and Restated Service Plan and the Redevelopment
Agreement.
7. A description of any arrangement or proposed agreement with any political subdivision
for the performance of any services between District and such other political subdivision.
Section IX. of this Amended and Restated Service Plan.
Section 32-1-203, Colorado Revised Statutes
Information satisfactory to establish that each of the following criteria as set forth in has
been met:
1. That there is sufficient existing and projected need for organized service in the
area to be served by the District;
The planned comprehensive redevelopment of the Foothills Mall site, which is planned to
include new commercial, retail, and residential development, is expected to require
significant investment in new Public Improvements. Furthermore, in order to adapt to
changing market demands and remain competitive, it is anticipated that the Public
Improvements provided will exceed the City’s minimum requirements and require
ongoing operation and maintenance that will be most effectively provided through the
creation of the District.
2. That the existing service in the area to be served by the District is inadequate for
the present and projected needs;
The proposed District in necessary to finance, construct, and acquire the Public
Improvements to support the Project. No other governmental entities, including the City,
are presently able to undertake the planning, design, acquisition, construction,
installation, relocation, redevelopment, or financing on a comprehensive basis, as is
necessary to provide the Public Improvements needed for the Project within a reasonable
time and on a comparative basis.
3. That the District is capable of providing economical and sufficient service to the
area within its proposed boundaries; and
This Amended and Restated Service Plan, which has been prepared substantially in
accordance with the City Policy, will govern the powers and management structure of the
District. The referenced Redevelopment Agreement outlines the Public Improvements to
be provided, and the Financial Plan demonstrates that the planned improvements and
services will be delivered by the District in an efficient and economical manner. The
formation of the District is expected to result in enhanced benefits to existing and future
business owners and residents of the District.
4. That the area included in the Districts has, or will have, the financial ability to
discharge the proposed indebtedness on a reasonable basis.
The Financial Plan and Redevelopment Agreement demonstrate the District’s ability to
fund its operations and discharge its authorized indebtedness.
EXHIBIT G
Foothills Metropolitan District
Executed Redevelopment and Reimbursement Agreement