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Agenda - Mail Packet - 10/15/2019 - Ura Finance Committee Agenda - October 14, 2019 (2)
FORT COLLins AGENDA URA Finance Committee October 14, 2019 2:00 pm — 3:00 pm 1. Minutes September 11, 2019 2. North College CAG meeting the URA Finance Committee 3. Prospect South Refinance Other business: Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80522 970.416.4349 970.224.6107 — fax fcgov. com URA Finance Committee Agenda Planning Calendar 2019-2020 RVSD 10/9/2019 mnb Location: CIC Room (Agenda Items listed in no particular order) October 14th Meeting Time: 2:00pm N. College CAG meeting the URA Finance Committee 10 min Clay Frickey Prospect South Refinance 50 min Josh Birks November 13th Meeting Time: 2:00pm URA Insurance & Purchasing Power 60 min Clay Frickey & Josh Birks December 3rd Meeting Time: 11:O0am 501 Spaulding Lane 30 min Clay Frickey & Josh Birks North College Engagement Feedback 30 min Clay Frickey Future Council Finance Committee Topics: • PSD and URA mediation outcomes and TIF Allocations • Brinkmann Term Sheet • Projected sales tax revenue Spradley-Barr-Mazda • North College Albertsons • North College Engagement Feedback URA 6-MONTH PLANNING CALENDAR October 2019 — March 2020 CALENDAR SUBJECT TO FREQUENT CHANGES Email URA Staff for up-to-date information: URABoardInfo@fcgov.com Created: 10/9/2019 12*53 PM "The mission of the Urban Renewal Authority is to remedy blight, using Tax Increment Financing, to leverage private capital investment, and stimulate sustainable development and public improvement projects. " BOARD OF COMMISSIONERS. Wade Troxell, Chair Ross Cunniff, Vice Chair Christophe Febvre Emily Gorgol Susan Gutowsky Steve Johnson (Items are listed in no particular order) Julie Pignataro Andy Smith Kristin Stephens Ken Summers Joe Wise URA Board Meeting Selection Committee Planning & Zoning Board Plan Area Review Committee URA Finance Committee City Council Meeting Public Open House City Council Finance Committee Legal Contract Review Committee Meeting Info Agenda Item The purpose of this item is to... October 14 URA Finance Committee Agenda: Time: 2*00pm URA Finance Committee to approve the minutes of the September 11, 2019 meeting Location: CIC N. College CAG engagement N. College CAG meeting the URA Finance Committee Prospect South Refinance Discussion of URA refinancing of Prospect South October 21 City Council Finance Committ Time: 10:00am Location: CIC :1 �6 Prospect South Refinance =am Discussion of Prospect South refinance and moral obligation October 24 URA Board Meeting Agenda: Time: 3e00pm URA Board to approve the minutes of September 261h URA Board meeting Location: CIC URA Bylaws Discussion of URA Bylaws and potential changes Prospect South Refinance Discussion of URA refinancing of Prospect South URA Board Meeting Plan Area Review Committee Selection Committee Planning and Zoning Board URA Finance Committee City Council Meeting Public Open House City Council Finance Committee URA LegalIFFAFIR1111W Committee Meeting Info Agenda Item The purpose of this item is to... URA 2020 Budget Adoption of the URA 2020 Budget URA 2019 Budget Revision Revision to the URA 2019 Budget URA Board Retreat Follow-up Follow-up of URA Board Retreat November 7 Time: 3e00pm Location: CIC URA Board Meeting Agenda: URA Board to approve the minutes of the October 24th URA Board meeting North College Engagement Discussion of North College Engagement and outreach with IBE Prospect South Refinance Discussion of Bond refinance parameters and moral obligation PSD and URA mediation outcomes and TIF Allocations Discussion of mediation outcomes and TIF allocations to Urban Renewal Plan Area at Drake and College Recommendation of a Plan Area Recommendation of Drake and College Plan Area URA Board Retreat Follow-up Follow-up of URA Board Retreat URA Board Meeting Plan Area Review Committee Selection Committee Planning and Zoning Board URA Finance Committee City Council Meeting Public Open House City Council Finance Committee URA LegalIFFAFIR1111W Committee Meeting Info Agenda Item The purpose of this item is to... November 13 URA Finance Committee Agenda: Time: 2*00pm Approval of URA Finance Committee minutes from October 14, 2019 meeting Location: CIC URA Insurance Discussion of URA Insurance and Purchasing Power November 19 City Council Meeting Time: 6*00pm Location: City Hall Prospect South Refinance and moral Resolution on Prospect South refinance and moral obligation obligation December 3 URA Finance Committee Agenda: Time. Approval of URA Finance Committee minutes from November 13, 2019 meeting 11000 am Location: CIC North College Engagement Feedback on North College Engagement meetings and IBE IML 501 Spaulding Lane Discussion of proposal located at 501 Spaulding Lane AO December 4 URA Board Meeting Agenda: Time: 2oMpm URA Board to approve the minutes of the November 71h URA Board meeting Location: CIC URA Board Meeting Plan Area Review Committee Selection Committee Planning and Zoning Board URA Finance Committee City Council Meeting Public Open House City Council Finance Committee URA LegalIFFAFIR1111W Committee Meeting Info Agenda Item The purpose of this item is to... URA Board Retreat Follow-up Follow-up of URA Board Retreat January 9 URA Finance Committee Agenda: Time: 3:OOpm Approval of the URA Finance Committee minutes from December 3, 2019 Location: CIC January 23 URA Board Meeting Agenda: Time: 3:OOpm Approval of the December 4, 2019 URA Board meeting minutes Location: CIC February 13 URA Finance Committee Agenda: Time: 3:OOpm Approval of the January 9, 2020 URA Finance Committee meeting minutes Location: CIC February 27 URA Board Meeting Agenda: Time: 3:OOpm Approval of the January 23, 2020 URA Board meeting minutes Location CIC March 12 URA Finance Committee Agenda: Time: 3:OOpm Approval of the February 13, 2020 URA Finance Committee meeting minutes Location: CIC March 26 URA Board Meeting Agenda: Time: 3:OOpm Approval of the February 27, 2020 URA Board meeting minutes Location CIC URA Board Meeting Plan Area Review Committee Selection Committee Planning and Zoning Board URA Finance Committee City Council Meeting Public Open House City Council Finance Committee URA LegalIFFAFIR1111W Committee MI UNSCHEDULED OR UPCOMING ITEMS Item Purpose of Item URA IGA and City Update URA IGA with the City King Soopers Project Discuss possible TIF participation in a private development project Prospect & College Project (S. Prospect) Discuss possible TIF participation in a private development project Prospect South URA Policy Discussion of URA Policy application at Prospect South Watermark Proposal — 501 Spaulding Watermark proposal in North College URA Board Meeting Plan Area Review Committee Selection Committee Planning and Zoning Board URA Finance Committee City Council Meeting Public Open House City Council Finance Committee URA LegalIFFAFIR1111W Committee FORT dP9 URORn Riniwn[ HENRIK URA Finance Committee Meeting Minutes 9/11/19 2Pm - 3pm CIC Room — City Hall Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov.com URA Committee Attendees: Jeff Mihelich, Wade Troxell, Ross Cunniff, Joe Wise, Ken Summers Staff: Jeff Mihelich, Clay Frickey, Rachel Rogers, Jennifer Baker, Victoria Shaw, Jackie Kozak -Thiel Others: URA Finance Committee Meeting: 9/11/19 Call the meeting to order: 2:03pm Item #1: Minutes 7/16/19. Wade Motioned, Cunniff seconded, motion passed unanimously. Next URA Finance Committee Meeting October 14, 2019, 2:00pm. Correction: Wade was at July 16th meeting. Cunniff motioned to reconsider, seconded Wise. Motion passed unanimously. A. URA FINANCE AND BOND COUNCIL Clay: The URA has been working with Caitlin Quander from Brownstein Hyatt Farber and Shreck (BHFS) on retaining sperate Bond and Finance council for Prospect South. We have a kick-off call with City's bond and finance council scheduled Friday morning and then a kick-off call with the City's Bond and Finance Council early next week. During these calls we will be trying to create new timeline on when the bond underwriters can bring items to City Council. Once we get a new timeline, we will bring an update to our next meeting and will be sending a memo out as well. BACKGROUND/DISCUSSION Wade: What about rates? Clay: Rates should be more favorable because rates are going down. The heart of the conversation is if this is if the rates will be more favorable for the City. Ross: What is the current rate with the City? Urban Renewal Authority 222 LaPorte Avenue E0«F0inSRT U H URBAN Riniwn[ AUTHORITY PO Fort Collns,CO80521 970.416.4349 970.224.6107 - fax fcgov.com Rachel: I would have to look, but the combined rate should be 5%. There is an interest rate and then a portion where we remit some of the property tax back to make that rate whole. Clay: The interest rate is 2.68% percent with the payback that goes to the City, this back brings it to 4.5% in total. Joe: Do you think we will do better in the open market? Clay: We anticipate that we will do better but until we do a little bit more analysis in the open market it is hard to say. Joe: What is the amount? Clay: 5 million dollars. Ross: what was the original amount? Clay: The original amount was 5 million. Clay: The next item on the agenda is an overview of the 2020 budget and the budget format and Rachel will be providing an update on this. dpR URORn Riniwni HENRIK Be EXHIBIT A Budget Features The URA's 2019 budget is comprised of the budgets for the URA's current plan areas and associated districts, known as the North College District, the Prospect South District, and the Foothills District. The budget revenues include property and sales tax increment, and interest earned on investments and budget expenses include general operations, project obligations and debt service payments. The URA aims to deliver services which achieve those objectives specified by the individual urban renewal plans for the North College District, Prospect South District and Foothills District. These include: • To facilitate redevelopment and new development by private enterprise through cooperation among developers and public agencies to plan, design, and build needed improvements • To address and remedy conditions in the area that impair or arrest the sound growth of the City • To implement the City's Comprehensive Plan and its related elements • To redevelop and rehabilitate the plan area in a manner which is compatible with and complementary to unique circumstances in the area • To effectively utilize undeveloped and underdeveloped land • To improve pedestrian, bicycle, and vehicular circulation and safety • To ultimately contribute to increased revenues for all taxing entities • To encourage the voluntary rehabilitation of buildings, improvements and conditions • To facilitate the enforcement of the laws and regulations applicable to the plan area • To watch for market and/or project opportunities to eliminate blight, and when such opportunities exist, to act within the financial, legal and political limits of the URA to acquire land, demolish and remove structures, provide relocation benefits, and pursue redevelopment, improvement and rehabilitation projects. Changes from the Adopted 2019 URA Budgets Increases to appropriations are needed for: Prospect South URA 1) Repayment of operating costs to North College URA reflected in General Operations increase. In 2019, the Prospect URA reimbursed the North College URA for administrative costs through 2018. This requires an increase in appropriation in Fund 801 of $249,117 (from $429,364 to $678,481). • Foothills Mall URA 1) Repayment of operating costs to North College URA reflected in General Operations increase. The City keeps 1.5% of the Property Tax increment for administrative costs. In 2019, the Foothill URA used the funds collected through Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov. com dP9 URORn Riniwni HENRIK EXHIBIT A 2018 to reimburse the North College URA for administrative costs. Net increase to appropriation $83,878. 2) Higher than budgeted Property Tax increment, partially offset by lower Sales Tax increment increased the repayment to the developer for debt service. Net increase to appropriation $364,016 (includes increase in Larimer County Fee). BudgetarV Basis of Accounting The URA budget and fund financial statements are prepared on the modified accrual basis of accounting. EXHIBIT B Original Budget Revised Budget Difference Revenue: I ax lncremem Collections $1 i99192 $1.97812-1 $178,931 Irderest or lrNeMmerts 71 717 25000 3.283 Total estimated Revenue for the URA Expenses: Operations General OIl alions SM 101 Larimer County Fee 62,948 Developer Oblrgatons 183,211 One Time Stormwater Contribution 300,000 Total Operations Costs Annual Debt Service Payments 2013 Bond Payment Rocky Mountain Imosphere Total Debt Service Payments 2016 Budget Appropdadtli l Afar Change m Find Balance IMc 51,820,910 ffi,MI24 ($14 436) 39.562 178,575 300 OD0 $942,1110 $5034701 S948.963 367.195 S1,292,706 ($414,056) 11,3t6,tse $183.265 SlIM,214 (t410,537) (23,386) (4,W0 0 ($emu" s0 23,452 M452 tot 70 $597,321 NO APPROPRIATION ACTION NEEDED The negative amount in General Operations for the 2019 Revised Budget rellects the cumulative repayment of operating expenses • from the Prospect South URA and MC FocMill URA through 2018. Since the repayments are up-to-date 2020 and out will reflect one year of expenses Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov. com dP9 URORn Riniwn[ HENRIK EXHIBIT C Original Budget Revised Budget Difference 71 Rawnue: Tax Increment Collections S518 118 Interest on Investments 15 316 Total estimated Revenue for tree URA $6339434 Expanses: Operations General Operations $2 079 Larimer County Fee 10.751 Developer Obligations 11 762 Total Operational Costs $24,692 Annual Debt Service Payments Capstone $279,811 Prospect Station 17.459 Revenue Sharing with City (Capstone 107 502 Total Debt Service Payments $404,772 7000Budget Approprlatlon $429,384 cc Net Change in Fund Salae $104.070 $6041833 S86 715 10,000 (5316) $614,833 $81,399 $226,139 $224 060 12,097 1,346 11,762 0 $2499998 $226,408 $279,811 $o 17,459 0 131,213 23 711 =711 117 ($167, 718) NEED TO INCREASE APPROPRIATION FOR 2019 by $249,117 a Repaymert o` operating costs to North Ccllege URA reflected In General Operations Increase. In 2019, the Prospect URA reimbursed the North College URA for adminstratne casts through 2018. EXHIBIT D Original Bu at I Rarlsed BudsW DrWence Rawnw: Property Tax Increment $2,429,393 $3.172,599 S743,205 Saks Tax Increment Collections 809,798 476,928 (332,870) Interest on Investments 0 5263 5,263 Total ess mated Revenue for the URA $8,231i $3,B64,790 $416,690 Eapansw: Operations; Lanmer County Fee S64,516 $64.721 $205 Administrative Charges 0 83.878 83,878 Total Operational Costs f194,619 $148,689 $84,083 Annual Debt Service Payments Foothil s Metro Dislnct Bond $3 174,675 $3 538 /W= S3631811 Total Debt Sernre Payments $3,174,975 $5.538.486 $393,811 2020 Budget Appropriation 53,239,191 $3.687.085 $447,Ba4 Net Change in Funi Baance SO Is325� ($32 2951 NEED TO INCREASE APPROPRIATION FOR 2019 by $447,894 Higher than budgeted Property I ax vx:tement partially Offset by lower Saks Tax increment Increased the repayment to the developer for debt service. a The City keeps 1 5% of the Property Tax Increment for administrative costs. In 2019 the Footty II URA used the funds collected through 2018 to reimburse the North Corege URA for achunlstratve costs Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov. com dP9 URORn Riniwn[ HENRIK Exhibit F. URBAN KI_\111 \I. ki 11101 1\ I t ND CODBIMM; IIAIA (FSIIF3;t DBCE11BER 31, 2018 North College Prospect South Foothill. \kill I Qnsulid+urvl ASSETS Cash and cash equivalents Investments Receivables Property tames Interest Restricted -cash and cash equivalents Total Assets 11ABEL IM Accounts payable, accruals, and other Wages payable Advance from other funds Total liabilities DEFERRED RRED INFLAW S OF RESOURCES Unavailable revenue - property tames Total Deferred inflows of resources FUND BALANCES (DEFICI) Restricted Unassigned Total Fund Balances (Deficit) Total Inabilities. Deferred Infloµs of Resources and Fund Balances (Deficit) S 70,781 S 39,979 S 5,817 S 1167577 589,949 332,443 49,103 971,495 1,984,898 609,701 3,174,293 5,768,892 47803 3,011 208 8022 976,014 976,014 3,626,445 %5,134 3,2291421 71841,000 2? t396 2Z896 ^_rY 4,292 1,7&t.878 45720,111 6,502.989 1,81066 49720,111 6,530.177 1,994,898 1• 1 976,014 55,128 1,031,142 (1,144,533) (4,344,678) - (5,489,211) (168.519) (4,344,678) 55,128 (4,45&069) S 3,626,445 S 995,134 S 3,2N,421 S 7,841,000 I RBA N RENEWAL AUFMRrff FUND CO\ MINING SCHEDULE OF REVENUES, EXPENDIIIRI S AND CHANCES IN FUND BALANCES (DE FICH) EtOR'ME 1FAR EI*DID DE CEBER 31, 2018 REVENIM Tares Earnings (loss) on investments Total Revenues Current operating Sustamability services Debt service Prvtcipal Interest and debt service costs Total5pendaures Fmcs s (Deficiency) of Revenues Over(Under)Expenditures OTHER EINANCINGSOURM (USES) Transfers out Total Other Financing Sources (Uses) Net Changes in Fund Balances (Deficit) Fund Balances (Deficit) -January 1 Fund Balances (Deficit) -December 31 North College Prospect South Foothills 11a11 Comolid/tted $ 1,8419552 $ 5295741 $ 39223,943 $ 325959236 449560 18,833 5,160 69,553 1/8862112 348,574 3.2292103 5,663,789 111 111 •Ir 11 �• 1•. /I'll MMOMI1 /[ 111 Ili /11 dd : t: Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov.com dP9 URORn Riniwn[ HENRIK URBAN RENEWAL AUIHORIfY- NORTH COLLEUE DISTRICT SCHEDULEOF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES — ACTUAL AND BUDGET (NON-G4AP BUDGETARY BASIS) FOR THEYEAR ENDED DE?CIAIBER 31, 2018 REVENUES Programs Tams Earnings (loss) on investments Total Revenues Prograns (fund lev el o f budgetary control) Debt & Other Uses Other Purchased Services Peisonnel Costs Purchased Prof & Tech Services Purchased Property Services Supplies Transfers Total Expenditures Dress (deficiency) of revenues over (under) c.Venditures Fund Balances --January 1 Actual S 1,8411552 44,560 1,886,112 Orlglnal Final Budget Budget $ 11491,660 $ IA91,660 1003 10r303 1,501,963 1,5012963 a iame $ 349,892 34,257 384,149 998*100 1,220,108 1,220,108 222,008 59582 8A83 8,883 3,301 140,182 113,053 113,053 (27,129) 104,995 108.183 17%339 74,344 4 (4) 1A49 1,000 11000 (449) 303,000 3031000 0531312 1,451,227 1,825,383 27ZO71 332,800 S mmmmmm 50,736 S f1!1,M) t 156,220 MOM Fund Balances —December 3l $ (168,519) Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov.com dP9 URORn Riniwn[ HENRIK URBAN RENDVALAUIHORDY- PROSPBCT SOUTH TIE' DISTRICT SCHEDULEOF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES. ACTUAL AND BUDGET (NON-GAAP B IR)GEFARY BASIS) FOR THEYFAR ENDED DECMBFR 31, 2019 Actual REVENUES Prognum Taxes S 529,741 Earnings (loss) on investments 18.833 Total Revenues W574 Programs (fund level ofbudgetary control) Original fined Budget 13u& et Variance A7n3 0 :II Debt R Other Uses 422,235 377,224 377,224 (45,011) Purchased Prof& Tech Services 1015% 11,677 110677 IV08I Purchased Property Services 11,762 11,762 11,762 Total Expenditures 444,593 4OD1663 400,663 (439930) Excess (deficiency) of revenues over(under) expenditures 103,981 S 74,137 S 74,137 S 29,844 RECONCBJATION TO GAAP BASIS Principal Reduction --Advances Total Reconciling Items Net Change in Fund Balances Fund Balances (Deficit} -January 1 Fund Balances (Deficit}-Decenber3l ;MEMEM9. 1 266,270 Lt �A:MCIIN I Q J 1 11.11 II 11 C VjV_W1jjjP �: � 1 !'8. I 1 1 ACTILIAL 1 BUDGET (NON-GAAP1 FOR THEENDED DECI: ]' 018 REVENUES ProgrdrrN '1'a%rs Earnings (loss) on investments Total Revenues EXPENDITURES Programs Purchased Prof&Tech Services Purchased Property Services Total F.Venditures Excess (deficiency) of revenues over (under) expenditures Fund Balances (Deficit) --January 1 Original Final Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov.com Actual Budget Budget Variance $ 3,2231943 $ 4,2201165 $ 42220,165 $ (996,222) 5,160 - - 52160 1229,103 41220,165 4,22%165 (991,062) 57,690 147759 147759 (42,931) 3;13l,%g 42191,559 42191,559 0592991 1189,258 45206 318 4,206,318 11017,060 39,845 $ 13,847 $ 13,847 $ 25,998 .:c Fund Balances (Deficit) --December 31 $ 55,128 dpR URORn Riniwn[ HENRIK EXHIBIT A Budget Features The URA's 2020 budget is comprised of the budgets for the URA's current plan areas and associated districts, known as the North College District, the Prospect South District, and the Foothills District. The budget revenues include property and sales tax increment, and interest earned on investments and budget expenses include general operations, project obligations and debt service payments. The URA aims to deliver services which achieve those objectives specified by the individual urban renewal plans for the North College District, Prospect South District and Foothills District. These include: • To facilitate redevelopment and new development by private enterprise through cooperation among developers and public agencies to plan, design, and build needed improvements • To address and remedy conditions in the area that impair or arrest the sound growth of the City • To implement the City's Comprehensive Plan and its related elements • To redevelop and rehabilitate the plan area in a manner which is compatible with and complementary to unique circumstances in the area • To effectively utilize undeveloped and underdeveloped land • To improve pedestrian, bicycle, and vehicular circulation and safety • To ultimately contribute to increased revenues for all taxing entities • To encourage the voluntary rehabilitation of buildings, improvements and conditions • To facilitate the enforcement of the laws and regulations applicable to the plan area • To watch for market and/or project opportunities to eliminate blight, and when such opportunities exist, to act within the financial, legal and political limits of the URA to acquire land, demolish and remove structures, provide relocation benefits, and pursue redevelopment, improvement and rehabilitation projects. SummarV of the Adopted 2020 URA Budgets • North College URA 1) Tax Increment Collections is based on the August 2019 certification of the 2019 property tax that will be collected in 2020. Increment for 2020 collections is up 22% from 2019 collections. 2) The General Operations expense includes the credits for the reimbursement of expenses from the other URAs. 3) The Larimer County Fee is based on Tax Increment Collections and also increased 22%. 4) There are no budgeted capital contributions expected for 2020. Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov. com Urban Renewal Authority 222 LaPorte Avenue coF0insRT UROnn RiniwnL RUTHORIT9 PO Fort ColIns,CO80521 970.416.4349 970.224.6107 - fax fcgov. com EXHIBIT A • Prospect South URA 1) Tax Increment Collections is based on the August 2019 certification of the 2019 property tax that will be collected in 2020. Increment for 2020 collections is up 20% from 2019 collections. 2) The Larimer County Fee is based on Tax Increment Collections and also increased 20%. 3) The Prospect South General Operations expense is an estimate of staff time and other expenses attributable to the URA which will be reimbursed to the North College URA annually. w wom iell 113diF119111:L'1 1) Property Tax Increment Collections is based on the August 2019 certification of the 2019 property tax that will be collected in 2020. Increment for 2020 collections is up 16% from 2019 collections. 2) Sales Tax Increment Collections are estimated to be 20% higher than 2019 based on increased leasing rates at the Foothills Mall. 3) The City keeps 1.5% of the Property Tax increment for administrative costs which will be reimbursed to the North College URA annually. 4) Higher Property Tax and Sales Tax increments will increase the repayment to the developer for debt service. Buduetary Basis of Accounting The URA budget and fund financial statements are prepared on the modified accrual basis of accounting. EXHIBIT B Original ft action I Revised B at DWerence Revenue: Tax Increment Collections $118351177 Interest on Investments 22,662 Total estimated Revenue for the URA $1,867,839 Expenses: Operalais General Operations $5051973 Lanmer County Fee 36,/04 Developer Obliga5uns 179,354 Total Operational Costs $72$031 Annual Debt Service Payments 2013 Bond Payment $944,363 Rocky Mountainlnnosphere 2731294 Total Debt Service Payments $1,2171667 2020 Budget Appropriation $1,939,688 1111111 Net Change an Fund earar" (.581.849) $2,420.433 $585,256 22.662 0 $$443,096 f686,2ti9 S318,493 ($187.480) 48.409 11,705 179,354 0 $618 268 ($1769776) $944.363 $0 367 029 93,735 $1,311,392 $93,736 $1,867,848 12 ,0401 .$585 447 $667.296 General Operations expense for the 2020 Revised Budget reflects the operating expenses for the North College URA and the • repayment of allocated operating expenses from the Prospect South URA and the Foothill URA for 2019 (one year in arrears) which was not reflected in the original projection FORT :awns dP0 UROnn RiniwnL RUTHORITLu. EXHIBIT C Original Projection Revised Budget Difference Rwenue: Tax Increment Collections S528,480 $726,802 $198,322 Interest on Investments 15,982 10,200 (5,782) Total estimated Revenue for the URA Expenses: Opefaticns General Operations So Larimer County Fee 2,142 Developer Obligations 11,762 Total Operational Costs Annual Debt Service Payments Capstone S285,408 Prospect Station 17,459 Revenue Sharing with City (Capstone 121,727 45441492 $7379002 S22, 744 14,436 111762 S13,904 $48,942 $285,408 17,459 137.774 Total Debt Service Playrrients $47A,SB4 $"0,841 $247,419 $19l S22. 744 12,294 0 $35,038 so 0 16,047 $141 $51,005 $141.455 The Prospect South General Operations expense is an estimate of staff time and other expenses attributable to the URA which will be reimbursed to the North College URA annually. This was not in the original projection. Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov. com EXHIBIT D Original Pro Minn Revised Bu et Difference Revenue: Property Tax Increment $2,7540740 $315881501 S939 86^ Sales Tax lncremontCollections 82208" 572,313 (25053") Interest on Investments 0 5,368 5 368 Total estimated Revenue for the URA $3,577,584 $4,266,282 $688,698 Expensrs: Operations Latimer County Fee $71,175 5731 772 S2 597 Administrative Charges 0 471604 47 604 Total Operational Costs $719175 $121,376 $50,20f Annual Debt Service Payments Foothills Metro District Bond Total Debt Service Payments Net Charge in Fund Balance $3,506,409 $4,131,813 S625 404 f4,1319813 $M,404 44,25%189 i6/i e0ti $13.093 MOW e The Foothills General Operations expense is calculated as 1 5% of the Property Tax increment allotted for administrative costs, which will be reimbursed to the North College URA annually. This was not in the original projection. 0 The 2020 ending fund balance is the result of cumulative interest earnings on balances in the fund. dpR URORn Riniwn[ RUTHORITLu Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov. corn 2019 Revised 2020 Budget Difference Revenue: Tax Increment Collections $1,978 124 S21420,433 S442 339 22% Interest on Investments 25 000 22.662 (2 338) -9% —otal estimated Revenue for the URA $2,003,124 $Z4431095 $439,971 Expenses: Operations General Operations (S14 436) Lorimer County Fee 39 562 Developer Obligations 178 575 One -Time Stormwater Contribution 300 000 Total Operational Costs Annual Debt Service Payments 2013 Rnnd Payment Roc<y Mountain Innosphere Total Debt Service Payments 2020 Budget Appropriation Net Change in Fund Balance S948 963 $503,701 $1,316,158 $198199859 $163 265 $318,493 $332,929 -2306% 48,409 8,847 22% 179,354 779 0% 0 (300 030) -100% $546,256 $42,555 S944,363 (S4,600) 0% 367,029 (156) 0% $1,3113392 ($4.766) $198679648 $37,789 $585 447 $402 162 2019 Revised 2020 Budget Difference Revenue: Tax lnc'emertCollecLions S604,833 S726802 $121,959 20% Interest on Investments 10.000 10 200 200 24c Total estimated Revenue for the URA $6149833 $737,002 $122.169 Expenses: Ope•aticns General Operations S226,139 $22 744 ($203,395) -90% Lorimer Co..nty Fee 12,097 14 436 2,339 19% Ceveluper Obligations 111762 11 762 0 0% Total Operational Costs $2490998 $489942 ($2011056) An^nal dent SP.MLe. Payment, Capstone S279,811 $285 408 S5,597 2% Prospect Station 17,459 17 459 0 00i0 Revenue Sharing with City (Capstone) 131,213 131 774 6,561 11111 Total Debt Service Payments $428,483 S-140 641 $12,158 2020 Budget Appropriation 5678,481 S489.583 ($188.898) Net Change in Fund Balance ($63.648) dP9 URORn Riniwni HENRIK 2019 Revised 2020 Budg I Difference Revenue: Property Tax Increment $31172,599 Sales Tax Increment Collections 476,928 Interest on Investments 5,263 Total estimated Revenue for the URA $39854,790 Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov. com S3,686,601 $516,002 16% 572,313 95,385 20% b,368 105 2% $4,2881282 $811,492 (expenses: Operations Larimer County Fee $64,721 S73 772 $9,051 14% Administrative Charges 83,878 47,604 (36,274) -43% Total Operational Costs $148,599 $121,376 ($27,223) Annual Debt Service Payments Foothills Metro District Bond Total Debt Service Payments 2020 Budget Appropriation Not Change in F:.nd Salanco $3,538,486 $3,538,486 $3.687,085 I S-1 19b1 S4 131 813 $593,327 1-q, S4.131 ,813 S 59 3, 327 S4,253.189 $566,104 • The 2020 ending fund balance is the result of cumulative interest earnings on balances in the fund. Attachments: 1. Resolution adopting the 2019 Budget for the Fort Collins Urban Renewal Authority 2. Resolution adopting the 2020 Budget for the Fort Collins Urban Renewal Authority 3. 2019 and 2020 Budget Presentation Rachel: We are going to look at the 2019 budget and revisions to the existing 2019 budget to reflect the pay back for the midtown south of prospect URA, the Foothills Mall and North College URA for administrative costs through 2018. We will need to increase the budget of those two URA funds to cover those costs, Budgeting for Outcomes (BFO) process, this year is a non-BFO year. We got the TIF numbers for 2019, we will receive that increment in 2020, they are 20% higher than 2018. We are going to try and get the URA Board to approve our 2021-2022 budget in August 2020 so that we can get those numbers in the City's budget system and get the URA budget timing to align with that process. Wade: Can you say that again? Rachel: In August 2020, we are hoping the URA can approve its budget so we can get it into BART. Wade: OK Rachel: Here are the budget changes. For 2019, there is no charge in N. College they will spend less than the appropriation because of the reimbursement from the other two URAs. For 2020 the expenses are up 22% but the operating expenses include credits for the reimbursement of Urban Renewal Authority 222 LaPorte Avenue �0«F0insRT U H URBAN Riniwn[ AUTHORITY PO Fort Collns,CO80521 970.416.4349 970.224.6107 - fax fcgov.com expenses. This is a credit to the expense, it's not revenue, but that is why the operating expenses are lower. Prospect south increase the appropriation by $249,000 to cover the admin cost through 2018 that was paid back to North College. The increment is up 20% and the expense includes operating costs and increases in the Larimer County fee. The Larimer County fee is based on 2% of the increment, this expense will go up based on the increment. BACKGROUND/DISCUSSION Joe: What is the reason for the funding deficit for Prospect South? There is a $4.5 million -dollar deficit. Rachel: The way that gap requires accounting to account for the debt is not cash -in, cash -out, they follow Generally Approved Accounting Principles (GAAP), this treats the debt differently, it does not treat the cash in from the debt as revenue. They carry the 4.5-million-dollar liability but they never carried the cash in as a revenue so there is no offset for the debt. Joe: So then, where does it go? Rachel: It's there. I have run of the financials for all the URAs back to where they started. The numbers in these documents and the previous documents are good and the fund balances are on there. Ken: Shows the net capital, more like a fund balance sheet transaction. So, it reduces the liability of one to increase the assets of another or the net capital of the other but it's not shown as revenue. Rachel: No, it's not shown as revenue and to go back it depended on the year, which is why it was very challenging to go back. Sometimes they had a reflected gap other times they were non gap, therefore whatever is what was in JD Edwards is what I used because that is what actually happened. If you were to look at the ending statements for 2018 actuals it shows how much cash, we actually have. All of these numbers before you show how much cash we have in the bank right now. We feel really good about this because it gives the Board more information as to what is going on. Joe: Yeah, the 4.5million in there is misleading Rachel: Yes, it is. That is why we are doing the budget the budget this way, we want to give information to the Board that they can actually use to make decisions. Ross: It's been kind of misleading and Prospect south has been on the fringes of financial sustainability for a while. This format will really help with the refinance, this will help put it on a firmer fiscal foundation. Urban Renewal Authority 222 LaPorte Avenue �0«F0insRT U H URBAN Riniwn[ AUTHORITY PO Fort Collns,CO80521 970.416.4349 970.224.6107 - fax fcgov.com Rachel: For the first two years it does run a deficit, in that you haven't started to collect the revenue yet, but you have started with expenses. Ross: Thank you. Ken: The balance sheet on exhibit A shows the 4 million in Prospect South. Rachel: Yes, and the same thing is on North College as well. The mall we are going to increase the appropriation in 2019 for two reasons. One of these reasons is the repayment to North College the other is that the developer gets 96.5% percent of the property tax increment because the increment came in higher than budget we have to remit back to the developer. The property tax revenue is up 16% and that includes the metro district and the TIF. The sales tax we projected to be up 20% based on additional leasing at the mall and working with the numbers Mike Beckstead was OK with. Joe: It's disappointing that sales tax increment is only 59% of what was projected today. Rachel: Yes. If I were to put my City hat on what is happening is that because property taxes are increases significantly, the City is not losing as much tax increment, but property taxes are covering more of the increment. Joe: I understand that, but I wish that number was better because sales tax is a better measure of economic success Rachel: The resolution that will need to be passed for this is included with your packet. The only number that may change is the numbers for the Prospect South refinancing. We will throw these numbers in if we get them before October. Joe: I'm glad that you untangled all of this. Thank you. It's good to see each of these as they would stand on their own. Rachel: It's been fascinating, and I really enjoyed it. As I plugged the 2019 tax increment into 2020, at the end of the N. College URA about $10 million at the end, just with the 22% increase and the impact it has on 2% that is looking like 15 million right about now and that is with a conservative 2% increase every other year. Ross: We talk about property tax but not sales tax revenue is this because it goes straight right through? Rachel: Yes, it goes straight through and that's the 20%. Urban Renewal Authority 222 LaPorte Avenue �0«F0insRT U H URBAN RiniwnL AUTHORITY PO Fort Collns,CO80521 970.416.4349 970.224.6107 - fax fcgov.com Ross: I see what you mean on the chart with 2020 minus revised 2019. But it is hard to read as this as you are looking across the chart. It looks like we revised 2019 and 2020, I would suggest renaming the column. Rachel: That I can do. We will go over this at the URA Board meeting in October where they will vote on the revised 2019 revised package and the 2020 updated budget which is different than what is in the budget system right now. If there are no additional changes than this is what will go to the URA Board, Wade: Does this go to the URA Board and Council? Jeff: No. Just to the URA board. Rachel: Previously this had gone with all with the other budget documents when City Council was the URA Board members. But now, it frees up our timing when we need to get things done that do not line up with the City's budget timing. Ross: And because of the State law changes surrounding the URA, are we free from the charter requirements around timing because we are a separate entity? Clay: We will have to check the bylaws for that and check with Caitlin form BHFS to see if she has a perspective on that as well. Jeff: Let's do that, then we will be able to report the whole budget to the full URA Board and be able to answer that question. Great question Wade: Is there a way the we can see the net present value over the life of the URA? Can we show a lifetime perspective of looking at it and net present value? More of a pictorial not a table. Rachel: Sure, and this is what I did. I went back and looked at every fund, every transaction and every year from their beginning until now. Wade: That's not what I'm looking for here, I'm looking for a timeline in years and the value, of the increment, more income vs expense and the debt. Joe: This will really give us some context here. Wade: There's a lifetime perspective here and it would show the value of the tax increment being realized through the investment. Rachel: We can have that for the full URA Board meeting. Jeff. Any else? dP9 URORn Riniwn[ HENRIK Rachel: No that's it. Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov.com Wade: Anything else? We don't need to vote on this other than comment and that it will be coming to our next URA Board meeting. OTHER ITEMS Clay: I have one other quick item more of an update. I wanted to bring to your attention that we have been doing a series of workshops with IBE in the North College Area and last week the North College Advisory Group (CAG) voted to postpone N. College IBE engagement meetings, with 5 in favor 3 again and 1 abstained, until the moratorium and the homeless service site make their way through the development review process and completes. They are concerned that these items will have too much influence on the engagement meetings. Wade: How does this relate to the URA timeline? Clay: The sooner we can have a plan the better, we have ten years left in the URA but ten years goes pretty quick. Staff s perspective is that they would like to continue the engagement, they would like to develop a strategic plan sooner than later. Staff is not as concerned as CAG is on the moratorium or homeless service site having undue influence. Wade: How binding is the CAG recommendation? Clay: They are an advisory group; their recommendation will come to the URA Board as an agenda item in October. We will send out a memo Wade: Will come to the Board as an element of the visioning process or this vote? Jeff: It's the development of the strategic plan and key part of it is the engagement particularly for hard to reach populations. The workshops were intended to reach these populations Clay: The memo will go over the purpose of the engagement, the goals of the engagement, timeline and CAG vote. This will bring the Board up to speed and have a productive conversation about it. Ross: So, the strategic plan is on the agenda not the CAG? Can include information from them in our packets. Clay: This is what we will do, so that you know what is going on and have background information. Wade: Are we contracted with IBE? How is this affected? FORT dP9 URORn Riniwn[ RUTHORITLu Clay: It doesn't affect the contract at this point. Jeff. The URA Board can suspend this but right now we are proceeding as normal. Urban Renewal Authority 222 LaPorte Avenue PO Box 580 Fort Collins, CO 80521 970.416.4349 970.224.6107 - fax fcgov.com Wade: I am meeting with a couple of them but didn't fully see the situation and what was going on. Clay: We will bring a memo explaining the makeup of the CAG, the history of it, the important part is the North College plan points to the CAG, how their governance is structured. Ross: They are an interest group which is fine. I thought they were council appointed staff? Clay: We will be looking into this, why they were created, etc... Ross: Do we have these URA Finance Committee agenda packet posted online? I didn't see it online? Jennifer: Yes, these are all under the meeting agendas tab on the renewfortcollins.com webpage. Ross: I see it, thank you for that. Meeting Adjourned at 2:28pm COUNCIL FINANCE COMMITTEE AGENDA ITEM SUMMARY Staff: Travis Storin — Director, Accounting Josh Birks — Director, Economic Health Office Date: October 21, 2019 SUBJECT FOR DISCUSSION Prospect South Loan Refinance Moral Obligation EXECUTIVE SUMMARY In 2013, the City loaned the Fort Collins Urban Renewal Authority ("Authority") $5 million to reimburse a developer for eligible expenses as part of the Summit development in the Prospect South Tax Increment Financing District. The City has requested the Authority consider refinancing this loan to free up the $5 million for investing in other community priorities. The Authority may also benefit from refinancing by being able to issue bonds with lower interest rates than the existing loan. As part of this refinance, the Authority is seeking a moral obligation from the City. The moral obligation would result in improved bond ratings and reduced debt service costs to the Authority. GENERAL DIRECTION SOUGHT AND SPECIFIC QUESTIONS TO BE ANSWERED Does the Council Finance Committee agree with moving forward with the proposed loan refinance? What additional information would be useful prior to presenting this item to City Council? BACKGROUND The City and Authority have entered into two loan agreements for development projects in the Prospect South TIF District. What follows is a summary of each loan agreement. The Summit On September 6, 2011, City Council established the Prospect South Tax Increment Financing (TIF) District within the Midtown Urban Renewal Plan Area. After the establishment of Prospect South as a TIF district, Capstone Development Corporation sought TIF assistance for The Summit, a 220-unit student housing development. On September 13, 2011, the Authority Board approved a financial agreement where the Authority would reimburse $5 million of eligible expenses to Capstone. Per the agreement, the $5 million reimbursement was due upon completion of the project. At the time, staff estimated The Summit would generate $8 million of tax increment over the life of the project. When Capstone completed The Summit in 2013 and received a Certificate of Occupancy, Capstone requested reimbursement. The Authority was unable to reimburse Capstone for two reasons: 1. The original estimate of tax increment generation for the Summit was inaccurate. Staff's updated tax increment generation estimate in 2013 showed the Summit should generate $7 million, not $8 million as predicted in 2011. 2. Interest rates rose from 4% to 4.96%. As such, the City and Authority negotiated a loan agreement at that time to reimburse Capstone. The City agreed to loan the Authority $5 million with a 2.68% interest rate. This interest rate was based on the known revenue stream of the Prospect South TIF District at the time. This left a $1.78 million interest rate gap. To fill that gap, the Authority agreed to pledge 50% of future unencumbered revenue from the Prospect South TIF District to the City. Both City Council and the Authority Board approved this loan agreement on November 5, 2013, Prospect Station In October 2013, the Authority executed a Redevelopment Agreement with Prospect Station LLC. The Redevelopment Agreement obligated the Authority to reimburse the developer up to $494,000 for eligible expenses. The Agreement required 50% of the reimbursement obligation ($274,000) to be paid in a single payment upon completion of the project with the remaining 50% paid by the Authority over a 21-year period. Knowing the Authority would not have sufficient funds to make a single payment upon completion of Prospect Station, the City approved Resolution 2013-079 declaring City Council's intent to provide a loan to the Authority for half of the Authority's reimbursement obligation. Prospect Station received a Certificate of Occupancy in September 2014 and subsequently requested reimbursement. In response, the City and Authority entered into a loan agreement for $247,000 to fulfill the Authority's Redevelopment Agreement with Prospect Station. The loan has a 23-year term and 4.5% interest rate. The Authority Board approved the loan agreement on November 18, 2014 with City Council approval following on December 16, 2014, DISCUSSION Finance staff approached Authority staff in the summer of 2019 with the idea of refinancing all outstanding debt for the Prospect South TIF District. Refinancing the loans could allow the City to allocate $5 million to other priorities. A refinance could also allow the Authority to get a lower interest rate than the effective interest rates for both loans. To assess the viability of a refinance, the City and Authority contracted with their own bond and finance counsel. The Authority has contracted with Ehlers for their finance counsel and GreenbergTraurig for their bond counsel. Based on the current tax increment projections, the Authority anticipates receiving between a BBB+ and AA- rating for their bond issuance. The attached proforma outlines the differences between BBB+, A, and AA- rated bonds. The Authority is seeking a moral obligation from the City to receive a more favorable bond rating and interest rate. A moral obligation would likely result in a rating increase from BBB+ to A. The savings between these two ratings is $165,192 over the life of the loan. The moral obligation will also make it easier for the Authority to sell the bonds in the private market, reducing the time needed to issue and sell the bonds. NEXT STEPS The Authority Board will consider the proposed loan refinance at their regular meetings on October 24 and November 7. City Council will consider the moral obligation on November 5. Staff aim to complete the refinance by the end of 2019. ATTACHMENTS 1. Resolution No. 081, 2011 of Fort Collins City Council Approving the Urban Renewal Plan for the Midtown Area and Establishing a Tax Increment Financing District for Prospect South 2. Financial Agreement Between the Fort Collins Urban Renewal Authority and Capstone Development Corporation for the Commons Project at 1635 S College Avenue 3. 2013 Loan Agreement for The Summit 4. Redevelopment Agreement for Prospect Station 5. Authority Board Approval of Loan Agreement for Prospect Station 6. City Council Approval of Loan Agreement for Prospect Station 7. Proforma for Proposed Loan Refinance RESOLUTION 2011-081 OF THE COUNCIL OF THE CITY OF FORT COLLINS MAKING FINDINGS AND APPROVING THE URBAN RENEWAL PLAN FOR THE MIDTOWN AREA AND ESTABLISHING A TAX INCREMENT FINANCING DISTRICT FOR PROSPECT SOUTH WHEREAS, by Resolution 2011-080, the City Council has found and declared the area described in that Resolution (the "Area") to be a blighted area as defined in the Colorado Urban Renewal Law, Sections 31-25-101, et sea., C.R.S. (the "Act"), and appropriate for inclusion in an urban renewal plan; and WHEREAS, as part of declaring the area blighted, the City Council reviewed the results of a survey entitled the Midtown Existing Conditions Survey" dated April 2011, (the "Conditions Survey"), which includes maps, a description of existing conditions and numerous photographs; and WHEREAS, it is desirable and in the public interest that the City's Urban Renewal Authority (the "Authority") undertake the urban renewal activities described in the Midtown Urban Renewal Plan (the "Plan") attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, approval of the Plan will facilitate the elimination and prevention of blighted areas and promote the redevelopment, conservation, and rehabilitation of the Area; and WHEREAS, on September 6, 2011, the City Council conducted a public hearing and reviewed the Plan pursuant to the procedural and notice requirements of the Act; and WHEREAS, notice of the public hearing on the Plan was published as required by Section 31-25-107(3), C.R.S., at least thirty days prior to the public hearing; and WHEREAS, reasonable efforts have been taken to provide written notice of the public hearing to each property owner, business, and resident of the Area included in the Plan informing them of the public hearing at least thirty days prior to the public hearing; and WHEREAS, the Planning and Zoning Board has considered the Plan and made its recommendation as required by the Act; and WHEREAS, the City Council has considered the evidence presented in support of and in opposition to the Plan, the Conditions Survey, the Planning and Zoning Board recommendation and staffs recommendation and has considered the legislative record and given appropriate weight to the evidence and has determined to approve the Plan. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS as -follows: Section 1. That the Area described in the Plan is hereby found, determined and declared to be a blighted area as defined in the Act. This is a finding by the City Council based upon the Conditions Survey and other evidence presented to City Council at a public hearing. Section 2. That the boundaries of the Area described in the Plan have been drawn as narrowly as is feasible to accomplish the planning and development objectives of the Plan. Section 3. That the Plan has been submitted to the Board of County Commissioners of Larimer County, Colorado, together with the information required by Section 31-25-107(3.5) of the Act. Section 4. That the Poudre School District has been permitted to participate in an advisory capacity with respect to the inclusion in the Plan of the tax allocation provisions authorized by Section 31-25-107(9) of the Act. Section 5. That the Plan meets the requirements of Section 3 1 -25- 105.5(2) of the Act, and that the Authority is authorized to acquire any interest in property by any manner available, including, without limitation, by exercise of the power of eminent domain under the following terms and conditions and any other requirements of any applicable law. The decision by the City Council to authorize the use of eminent domain is based on its finding that the Area is a blighted area as defined in the Act. (a) The activities and undertakings that constitute the Project described in the Plan shall be commenced no later than seven years from the effective date of this Resolution. (b) Not later than the commencement of the negotiation of an agreement for redevelopment or rehabilitation of property acquired or to be acquired by eminent domain, the Authority must provide notice and invite proposals for redevelopment or rehabilitation from all property owners, residents, and owners of business concerns located on the property acquired or to be acquired by eminent domain in the Area by mailing notice to their last known address of record. The Authority may also at the same time invite proposals for redevelopment or rehabilitation from other interested persons who may not be property owners, owners of business concerns, or residents within the Area, and may provide notice thereof by publication in a newspaper having a general circulation within the City. (c) In the case of a set of parcels to be acquired by the Authority in connection with the Project, at least one of which is owned by an owner refusing or rejecting an agreement for the acquisition of the entire set of parcels, the Authority must make a determination that the redevelopment or rehabilitation of the remaining parcels is not viable under the Plan without the parcel at issue. -2- (d) Acquisition of any property by eminent domain shall be for the purpose of preventing or eliminating conditions ofblight without regard to the economic performance of the property to be acquired. (e) Prior to exercising the power of eminent domain to transfer acquired property to a private party as authorized in accordance with the Act, the Authority shall adopt relocation assistance and land acquisition policies to benefit displaced persons that are consistent with those set forth in Article 56 of Title 24, C.R.S., to the extent applicable to the facts of each specific property, and, at the time of the relocation of the owner or the occupant, shall provide compensation or other forms of assistance to any displaced person in accordance with such policies. In addition, in the case of a business concern displaced by the acquisition of property by eminent domain, the Authority shall make a business interruption payment to the business concern not to exceed the lesser of $10,000 or one-fourth of the average annual taxable income shown on the three most recent federal income tax returns of the business concern. (f) In any case where the acquisition of property by eminent domain by the Authority displaces individuals, families, or business concerns, the Authority shall make reasonable efforts to relocate such individuals, families, or business concerns within the Area, where such relocation is consistent with the uses provided in the Plan, or in areas within reasonable proximity of, or comparable to, the original location of such individuals, families, or business concerns. Section 6. That the Plan meets the requirements of the Act and the principal public purpose for adoption of the Plan is to facilitate redevelopment of the Area in order to eliminate or prevent the spread of a physically blighted area as defined in the Act. Section 7. That to the extent any relocation of individuals or families will be required in connection the Plan, a feasible method exists for the relocation of those individuals and families in decent, safe, and sanitary dwelling accommodations within their means and without undue hardship to such individuals and families. Section 8. That to the extent any relocation of business concerns will be required with the Plan, a feasible method exists for the relocation of those business concerns in the urban renewal area or in other areas that are not generally less desirable with respect to public utilities and public and commercial facilities. Section 9. That the City Council has taken reasonable efforts to provide written notice of the public hearing prescribed by Section 31-25-107 (3) ofthe Act to all property owners, residents, and owners of business concerns in the proposed urban renewal area at their last known address of record at least thirty days prior to such hearing. -3- Section 10. That no more than one hundred twenty days have passed since the commencement of the first public hearing of the urban renewal plan. Section 11. That Section 31-25-107(4)(e) does not apply because the City Council did not fail to previously approve this plan. Section 12. That the Plan conforms with "City Plan", which is the general plan for the development of the City as a whole, and that the Council expressly adopts the provisions contained in Section 6 of the Plan, pertaining to conformance with "City Plan" and particularly, the "City Plan" principles and policies contained in Section 6 of the Plan. Section 13. That Larimer County has communicated to the City and the Authority that no additional County infrastructure and services are required to serve development within the urban renewal area at this time. Section 14. That the Plan will afford maximum opportunity, consistent with the sound needs of the city as a whole, for the rehabilitation or redevelopment of the urban renewal area described in the Plan by private enterprise. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 6th day of September A.D. 2011. ATTEST: %a City Clerk O� FORT°CO�C'2 U : QVA OLORp'O -4- Midtown Urban Renewal Plan City of Fort Collins Prepared for: City of Fort Collins and Fort Collins Urban Renewal Authority May 17, 2011 Prepared By: Fort Collins Urban Renewal Authority This page intentionally left blank. MIDTOWN URBAN RENEWAL PLAN 2 Contents 1. Introduction................................................................................................................ 4 2. Blight Conditions......................................................................................................... 8 3. Plan Objectives.......................................................................................................... 10 4. Authorized Urban Renewal Activities....................................................................... 11 Public Improvements and Facilities...................................................................... 11 Cooperative Agreements...................................................................................... 11 Purchase of Property............................................................................................ 11 Demolition, Clearance, Environmental Remediation, and Site Prep .................... 12 PropertyDisposition............................................................................................. 12 Redevelopment Agreements................................................................................ 12 Relocation Assistance........................................................................................... 12 Hiring..................................................................................................................... 13 Legal Authority.,,,,,,,,,,,, 13 Catalyst and Enhancement Projects..................................................................... 13 5. Development Standards and Procedures., 11 11 11 11 11 11 11 11 11 11 11 13 6. Conformance.............................................................................................................13 UrbanRenewal Law.............................................................................................. 13 CityPlan................................................................................................................ 14 7. Project Financing....................................................................................................... 16 Tax Increment Financing (TIF) District Boundaries ............................................... 17 Property Tax Increment........................................................................................ 17 Sales Tax Increment.............................................................................................. 18 Tax Increment Reimbursement............................................................................ 18 8. Modifications to the Plan.......................................................................................... 19 9. Reasonable Variations.............................................................................................. 19 10. Effective Date of the Plan........................................................................................... 19 Appendices Appendix A —Legal Description........................................................................................ 20 DESCRIPTION OF THE MIDTOWN URBAN RENEWAL PLAN AREA ................................ 20 Appendix B — Legal Description........................................................................................ 23 DESCRIPTION OF THE TAX INCREMENT FINANCING DISTRICT— PROSPECT SOUTH .... 23 List of Figures Figure 1: Midtown Urban Renewal Plan Boundary........................................................... 6 Figure 2: Tax Increment Financing Area — Prospect South ................................................ 7 MIDTOWN URBAN RENEWAL PLAN 3 1. Introduction The Midtown Urban Renewal Plan (Plan) is a plan prepared for the Fort Collins Urban Renewal Authority (Authority) and the City of Fort Collins (the City), pursuant to the provisions of the Urban Renewal Law, Colo. Rev. Stat. § 31-25-101 et seq. (Urban Renewal Law). Terms used in the Plan have the same meaning as in the Urban Renewal Law. The jurisdictional boundaries of the Authority are the same as the boundaries of the City. Within the City boundaries there may be one or more urban renewal plan areas. This Plan describes the framework for certain public undertakings constituting urban renewal projects and other authorized activities under the Urban Renewal Law in the Midtown Urban Renewal Plan Area (Plan Area), located in the City of Fort Collins, Larimer County, Colorado. This Plan was prepared for adoption by the City Council in recognition that the Midtown Commercial Corridor requires a coordinated, cooperative strategy, with financing possibilities, to eliminate unfavorable existing conditions and prevent further deterioration. This Plan intends to accomplish the City's development objectives for improving the viability of the commercial corridor by creation of the Plan Area. The driving interest in the establishment of this Plan is to begin offering tax increment financing (TIF) as a tool to stimulate and leverage both public and private sector development (including redevelopment), to help remedy adverse conditions and prevent the spread of further deterioration. It is the intent of this Plan for any development projects and other implementation actions to be done in a responsive manner, with full consideration for interests and concerns of property owners in the Plan Area. Development and redevelopment is anticipated to occur incrementally over a substantial period of time, with the potential for Authority financing to provide the impetus and means to undertake this redevelopment at a faster pace than might occur otherwise. The Plan effort originated in response to the Midtown Redevelopment Study adopted in 2010 where one of the primary action items for implementation concluded the need for an Existing Conditions Survey and Urban Renewal Plan. The Plan has been made available to City of Fort Collins residents. Input was solicited of area residents, property owners and business owners and tenants prior to completion of the Plan. Notifications of public hearings and an open house was provided to property owners, tenants, and residents within and surrounding the study area stating the following: time, date, place, and a description of the Urban Renewal Plan (URP) and its general scope. MIDTOWN URBAN RENEWAL PLAN 4 Meetings were held before the Planning and Zoning Board and City Council in spring 2011 to receive comments and input on this Plan. To the extent provided in Colorado Public Records Act, Colo. Rev. Stat. Title 24, Article 72, Part 2 as the same may be amended from time to time, and pursuant to policies adopted by the Authority, project plans and proposals will be made available to the public. Description of the Plan Area The Plan Area is approximately 660 acres with 404 parcels of private property, including the right-of-way. The City of Fort Collins Structure Plan identifies this area as a commercial corridor. The City of Fort Collins Zoning Map indicates this area is primarily zoned C-commercial with some additional zones; HC — Harmony Corridor, E — Employment, and CC -Community Commercial. The Plan Area is depicted on the Boundary Map on the following page (Figure 1). A legal description of the area is attached hereto as Appendix A. The boundary of the Plan Area to which this Plan applies generally includes those properties located within the area bounded by: ■ Prospect Road on the north; ■ The Burlington Northern Santa Fe (BNSF) railroad right-of-way on the west; ■ An irregular line following commercial parcels typically one or two parcels deep to the east; and ■ Fairway Lane on the south. Description of the Tax Increment Financing District - Prospect South The Tax Increment Financing District - Prospect South is depicted on the Boundary Map in Figure 2. A legal description of the district is attached hereto as Appendix B. MIDTOWN URBAN RENEWAL PLAN 5 Figure 1: Midtown Urban Renewal Plan Boundary - I � f t r IIFF . t Ir M-44 J 1. I i♦�� � f% L - b r• t � } . tub r� .0 u ,74 4 Ip i ENO R S E T�D IG T H Rvw r e Y� ♦ Y (1 Y 1 rT I � r ♦ 1J j1CI-�, h IN f 7• - EARMONYsRD �kt 7 o�{a W �.• .� ...- J ,-:. MIDTOWN URBAN RENEWAL PLAN 6 Figure 2: Tax Increment Financing District — Prospect South A:3! ems' •� rr.� tr REC,TAWL how nrr r, t j r-- '. Ir 9I1 L��❑� - �14 rr, 71 e MIDTOWN URBAN RENEWAL PLAN 7 2. Blight Conditions Before an urban renewal plan can be adopted by the City, the determination that an area constitutes a blighted area depends upon the presence of several physical, environmental, and social factors. Blight is indeed attributable to a multiplicity of conditions which, in combination, tend to accelerate the phenomenon of deterioration of an area. The definition of a blighted area is premised upon the definition articulated in the Urban Renewal Law, as follows: "Blighted area" means an area that, in its present condition and use and, by reason of the presence of at least four of the following factors, substantially impairs or arrests the sound growth of the municipality, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare: a. Slum, deteriorated, or deteriorating structures; b. Predominance of defective or inadequate street layout; C. Faulty lot layout in relation to size, adequacy, accessibility, or usefulness; d Unsanitary or unsafe conditions, e Deterioration of site or other improvements; f. Unusual topography or inadequate public improvements or utilities; g. Defective or unusual conditions of title rendering the title nonmarketable; h. The existence of conditions that endanger life or property by fire and other causes; i. Buildings that are unsafe or unhealthy for persons to live or work in because of building code violations, dilapidation, deterioration, defective design, physical construction, or faulty or inadequate facilities; j. Environmental contamination of buildings or property; k.5 The existence of health, safety, or welfare factors requiring high levels of municipal services or substantial physical underutilization or vacancy of sites, building, or other improvements; or L If there is no objection by the property owner or owners and the tenant or tenants of such owner or owners, if any, to the inclusion of such property in an urban renewal area, "blighted area" also means an area that, in its present condition and use and, by reason of the presence of any one of the factors specified in paragraphs (a) to (k.5) of this subsection (2), substantially impairs or arrests the sound growth of the municipality, retards the provision of housing accommodations, or constitutes an economic MIDTOWN URBAN RENEWAL PLAN 8 or social liability, and is a menace to the public health, safety, morals, or welfare. For purposes of this paragraph (I), the fact that an owner of an interest in such property does not object to the inclusion of such property in the urban renewal area does not mean that the owner has waived any rights of such owner in connection with laws governing condemnation. To be able to use the powers of eminent domain, "blighted" means that five of the eleven factors must be present (C.R.S. § 31-25-105.2(2)(a)(1)): (a) "Blighted area" shall have the same meaning as set forth in section 31-25-103 (2); except that, for the purposes of this section only, "blighted area" means an area that, in its present condition and use and, by reason of the presence of at least five of the factors specified in section 31-25-103 (2)(a) to (2)(1), substantially impairs or arrests the sound growth of the municipality, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare. Source: Colorado Revised Statute 31-25-103(2). Several principles have been developed by Colorado courts to guide the determination of whether an area constitutes a blighted area under the Urban Renewal Law. First, the absence of widespread violation of building and health codes does not, by itself, preclude a finding of blight. The definition of "blighted area" contained in the Urban Renewal Law is broad and encompasses not only those areas containing properties so dilapidated as to justify condemnation as nuisances, but also envisions the prevention of deterioration." Tracy v. City of Boulder, 635 P.2d 907, 909 (Colo. Ct. App. 1981). Second, the presence of one well maintained building does not defeat a determination that an area constitutes a blighted area. A determination of blight is based upon an area "taken as a whole," and not on a building -by -building basis. Interstate Trust Building Co. v. Denver Urban Renewal Authority, 473 P.2d 978, 981 (Colo. 1970). Third, a governing body's "determination as to whether an area is blighted.... is a legislative question and the scope of review by the judiciary is restricted." Tracy, 635 P.2d at 909. A court's role in reviewing such a blight determination is simply to independently verify if the conclusion is based upon factual evidence determined by the City Council at the time of a public hearing to be consistent with the statutory definition. Based on the evidence presented at a public hearing, and in the Midtown Existing Conditions Survey, dated April 2011, the City Council, by Resolution made a finding that the Plan Area was "blighted" as defined by the Urban Renewal Law, by the existence of the following seven factors: MIDTOWN URBAN RENEWAL PLAN 9 a. Slum, deteriorated, or deteriorating structures b. Predominance of defective or inadequate street layout C. Faulty lot layout in relation to size, adequacy, accessibility, or usefulness d. Unsanitary or unsafe conditions e. Deterioration of site or other improvements f. Unusual topography or inadequate public improvements or utilities k.5. Health, safety, or welfare factors requiring high levels of municipal services or substantial underutilization or vacancy of buildings, sites, or improvements The City Council also found that these factors, taken together, substantially impair the sound growth of the City, constitute an economic and social liability, and negatively affect the public heath, safety and welfare of the community. Based on evidence of the "blighted" factors, the Plan Area is appropriate for authorized activities of the Authority pursuant to the Urban Renewal Law. 3. Plan Objectives The overall objective of this Plan is to remediate unfavorable existing conditions and prevent further deterioration by implementation of the relevant provisions contained in the following documents: ■ City Plan (The City of Fort Collins Comprehensive Plan) ■ City of Fort Collins Master Street Plan ■ Fort Collins Infill Infrastructure Report ■ City of Fort Collins Master Transportation Plan ■ Mason Corridor Economic Study ■ Midtown Redevelopment Study To do this, this Plan is intended to stimulate private sector development in and around the Plan Area with a combination of private investment, Authority financing, and public investment. The Plan will assist progress toward the following additional objectives: ■ To facilitate redevelopment and new development by private enterprise through cooperation among developers and public agencies to plan, design, and build needed improvements. ■ To address and remedy conditions in the area that impair or arrest the sound growth of the City. ■ To implement the Comprehensive Plan and its related elements. ■ To redevelop and rehabilitate the area in a manner which is compatible with and complementary to unique circumstances in the area. ■ To effectively utilize undeveloped and underdeveloped land. MIDTOWN URBAN RENEWAL PLAN 10 ■ To improve pedestrian, bicycle, vehicular and transit -related circulation and safety. ■ To ultimately contribute to increased revenues for all taxing entities. ■ To encourage the voluntary rehabilitation of buildings, improvements and conditions. ■ To facilitate the enforcement of the laws and regulations applicable to the Plan Area. ■ To watch for market and/or project opportunities to eliminate blight, and when such opportunities exist, to take action within the financial, legal and political limits of the Authority to acquire land, demolish and remove structures, provide relocation benefits, and pursue redevelopment, improvement and rehabilitation projects. 4. Authorized Urban Renewal Activities To support progress toward the objectives, the Authority may undertake any of the following renewal activities, as deemed appropriate for the elimination or prevention of blight factors within the Plan Area, pursuant to the Urban Renewal Law: Public Improvements and Facilities The Authority may cause, finance or facilitate the design, installation, construction and reconstruction of public improvements in the Plan Area. In order to promote the effective utilization of undeveloped and underdeveloped land in the Plan Area, the Authority may, among other things, enter into financial or other agreements with the City of Fort Collins to provide the City with financial or other support in order to encourage or cause the City to invest funds for the improvement of storm drainage, street conditions and other infrastructure deficiencies in the Plan Area. Cooperative Agreements For the purposes of planning and implementing this Plan, the Authority may enter into one or more cooperative agreements with the City or other public entities. Such agreement may include provisions regarding project financing and implementation; design, location, construction of public improvements; and any other matters required to implement this Plan. Potential entities include but not limited to: Xcel Energy, Qwest, Comcast, Poudre Valley Fire Authority, Poudre Valley Rural Electric Association and Fort Collins -Loveland Water District. Purchase of Property In the event that the Authority finds it necessary to purchase any real property for an urban renewal project to remedy blight factors pursuant to the Urban Renewal Law and this Plan, the Authority may do so by any legal means available, including the exercise of the power of eminent domain, pursuant to the Urban Renewal Law. If the power of MIDTOWN URBAN RENEWAL PLAN 11 eminent domain is to be exercised for the purpose of transfer of property to another private person or entity, the Authority's decision whether to acquire the property through eminent domain shall be guided by the following criteria, with the understanding that these guidelines shall not be construed to constrain the Authority's legal ability to exercise the power of eminent domain: ■ All requirements of the Urban Renewal Law, including eminent domain procedures, have been met. ■ Other possible alternatives have been thoroughly considered by the Authority. ■ Good faith negotiations by the Authority and/or the project developer have been rejected by the property owner. ■ Reasonable efforts have been undertaken to: (a) understand and address the property owner's position and his or her desires for the property and for any existing business on the site, and (b) work with the owner to either include the owner in project planning or purchase the property and relocate the owner in accordance with the Urban Renewal Law on terms and conditions acceptable to the owner. Demolition, Clearance, Environmental Remediation, and Site Prep The Authority may on a case -by -case basis, elect to demolish or to cooperate with others to clear buildings, structures, and other improvements. Development activities consistent with this Plan may require such demolition and clearance to eliminate unhealthy, unsanitary, and unsafe conditions, eliminate obsolete and other uses detrimental to the public welfare, and otherwise remove and prevent the spread of deterioration. Property Disposition The Authority may sell, lease, or otherwise transfer real property or any interest in real property subject to covenants, conditions and restrictions, including architectural and design controls, time restrictions on development, and building requirements, as it deems necessary to develop such property. Redevelopment Agreements The Authority may enter into redevelopment agreements with property owners or developers in the Plan Area to facilitate participation and assistance that the Authority may choose to provide to such owners or developers. These may include provisions regarding project planning, public improvements, financing, design, and any other matters allowed pursuant to the Urban Renewal Law. Relocation Assistance It is not expected that the activities of the Authority will displace any person, family, or business. However, to the extent that in the future the Authority may purchase MIDTOWN URBAN RENEWAL PLAN 12 property causing displacement of any person, family, or business, it shall develop a relocation program to assist any such party in finding another location pursuant to the Urban Renewal Law, and provide relocation benefits consistent with the Urban Renewal Law. There shall be no displacement of any person or business without there being in place a relocation program, which program shall become a part of this Plan when adopted. Hiring The Authority may employ consultants, agents, and employees, permanent and temporary, and it shall determine their qualifications, duties, and compensation. Legal Authority The Authority may also exercise all other powers given to it under the Urban Renewal Law. Catalyst and Enhancement Projects Rehabilitation and redevelopment of the properties surrounding the Plan Area that will continue to foster cleanup, preservation and redevelopment of nearby properties. Additional public infrastructure, not limited to pedestrian amenities, enhanced landscaping, public transportation improvements, public utilities, or public art and architectural features as well as access to services, meeting facilities and shopping options may also further redevelopment of the Plan Area. 5. Development Standards and Procedures All development within the Plan Area shall conform to the Land Use Code and any site specific zoning regulations or policies which might impact properties, all as in effect and as may be amended from time to time. While State statute authorizes the Authority to undertake zoning and planning activities to regulate land use, maximum densities, and building requirements in the Plan Area, the City will regulate land use and building requirements through existing municipal codes and ordinances. 6. Conformance Urban Renewal Law This Plan is in conformity with and subject to the applicable statutory requirements of the Urban Renewal Law. MIDTOWN URBAN RENEWAL PLAN 13 City Plan The City's adopted Comprehensive Plan, known as City Plan, describes desirable land use and transportation patterns, with goals and policies for those topics along with community appearance and design, the environment, open lands, housing, the economy, and growth management. Briefly summarized, the land use pattern envisioned by these plans for the Plan Area is a commercial corridor well -integrated with surrounding development. The Plan Area is envisioned to evolve with improved community design and streetscapes, in an interconnected framework of streets and blocks. One of the purposes of this Plan is to implement the vision for the Plan Area as a commercial corridor with mixed -use residential improvements, as well as create a connection to the Mason Corridor for improved transit circulation. This Plan is intended to provide mechanisms to facilitate implementation of City Plan, and therefore it is in direct conformance with City Plan. The following excerpts from City Plan highlight the linkage between City Plan and this Urban Renewal Plan. These are representative excerpts, and not an all-inclusive listing of relevant statements: Principle EH 4: The City will encourage the redevelopment of strategic areas within the community as defined in the Community and Neighborhood Livability and Neighborhood Principles and Policies. Policy EH 4.1: Prioritize Targeted Redevelopment Areas Create and utilize strategies and plans, as described in the Community and Neighborhood Livability and Neighborhood chapter's Infill and Redevelopment section, to support redevelopment areas and prevent areas from becoming blighted. The Targeted Infill and Redevelopment Areas (depicted on Figure LIV 1 in the Community and Neighborhood Livability chapter) shall be a priority for future development, capital investment, and public incentives. Policy EH 4.2: Reduce Barriers to Infill Development and Redevelopment Develop new policies and modify current policies, procedures, and practices to reduce and resolve barriers to Infill development and redevelopment. Emphasize new policies and modifications to existing policies that support a sustainable, flexible, and predictable approach to infill development and redevelopment. Policy LIV 5.1: Encourage Targeted Redevelopment and Infill Encourage redevelopment and infill in Activity Centers and Targeted Infill and Redevelopment Areas identified on the Targeted Infill and Redevelopment Areas Map. The purpose of these areas is to: MIDTOWN URBAN RENEWAL PLAN 14 ■ Promote the revitalization of existing, underutilized commercial and industrial areas. ■ Concentrate higher density housing and mixed -use development in locations that are currently or will be served by high frequency transit in the future and that can support higher levels of activity. ■ Channel development where it will be beneficial and can best improve access to jobs, housing, and services with fewer and shorter auto trips. ■ Promote reinvestment in areas where infrastructure already exists. ■ Increase economic activity in the area to benefit existing residents and businesses and, where necessary, provide the stimulus to redevelop. Areas identified on the Targeted Infill and Redevelopment Areas Map are parts of the city where general agreement exists that redevelopment and infill would be beneficial. These areas are generally considered a priority for efforts to reduce barriers and concentrate public investment in infrastructure. However, of the areas identified, the "community spine" (see Policy LIV 5.2) shall be the highest priority location for such efforts. Areas not shown on the Targeted Infill and Redevelopment Areas map are not excluded from redevelopment and infill activity, but are considered to be lower priority or where activity is less likely to occur for other reasons. Policy LIV 5.2: Target Public Investment along the Community Spine Together, many of the Targeted Redevelopment Areas and Activity Centers form the "community spine" of the city along College Avenue and the Mason Corridor. The "community spine" shall be considered the highest priority area for public investment in streetscape and urban design improvements and other infrastructure upgrades to support infill and redevelopment and to promote the corridor's transition to a series of transit -supportive, mixed -use activity centers over time. Established residential neighborhoods adjacent to College Avenue and the Mason Corridor will be served by improvements to the "community spine" over time, but are not intended to be targeted for infill or redevelopment. Policy LIV 5.3: Policy LIV 5.3 — Identify Additional Redevelopment and Infill Areas as Appropriate Utilize subarea plans to help designate areas for redevelopment and infill that are not identified on the Targeted Infill and Redevelopment Areas Map. Within these plans, support the development of appropriate design standards to protect the character of neighborhoods and to ensure conformance with City Plan. Principle LIV 34: General Commercial Districts will include a wide range of community and regional uses, in various sizes and scales, designed for convenient access by all modes of travel, efficient circulation, and a comfortable pedestrian environment. Policy LIV 34.2: Mix of Uses MIDTOWN URBAN RENEWAL PLAN 15 Although many existing General Commercial Districts in the City consist of single -use commercial centers today, the incorporation of a broader mix of uses is desirable over time: ■ Principal uses: Retail, restaurants, office, and other commercial services. ■ Supporting uses: Entertainment, high -density residential, day care (adult and child), and other supporting uses. Policy LIV 34.3: Support the Revitalization of Existing Strip Commercial Corridor Developments Encourage and support the gradual evolution of existing, auto -oriented strip commercial areas to a more compact, pedestrian and transit -oriented pattern of development over time through infill and redevelopment. Establish enhanced walking connections between destinations. Principle LIV 35: Community Commercial Districts will be communitywide destinations and hubs for a high frequency transit system. They will be quality mixed -use urban activity centers that offer retail, offices, services, small civic uses, and higher density housing, in an environment that promotes walking, bicycling, transit and ridesharing. Policy LIV 35.4: Transform through Infill and Redevelopment Support the transformation of existing, underutilized Community Commercial Districts through infill and redevelopment over time to more intense centers of activity that include a mixture of land uses and activities, an enhanced appearance, and access to all transportation modes. Principle LIV 43: Enhanced Travel Corridors will be strategic and specialized Transportation Corridors that contain amenities and designs that specifically promote walking, the use of mass transit, and bicycling. Enhanced Travel Corridors will provide high-frequency/high efficiency travel opportunities for all modes linking major activity centers and districts in the city. Policy LIV 43.3: Support Transit -Supportive Development Patterns Support the incorporation of higher intensity, transit -supportive development along Enhanced Travel Corridors through infill and redevelopment. Encourage the densities and broader mix of uses necessary to support walking, bicycling, and transit use while accommodating efficient automobile use. 7. Project Financing Specific projects may be financed in whole or in part by the Authority, under the tax increment financing (TIF) provisions of CRS § 31-25-107(9)(a) of the Urban Renewal Law, or by any other available source of financing authorized to be undertaken by the MIDTOWN URBAN RENEWAL PLAN 16 Authority pursuant to CRS § 31-25-105 of the Urban Renewal Law. The Authority is authorized to: ■ Finance urban renewal projects within the Plan Area with revenues from property tax increments, sales tax increments, interest income, federal loans or grants, agreements with public, quasi -public or private parties and entities, loans or advances from any other available source, and any other available sources of revenue. ■ Issue bonds and incur other obligations contemplated by the Urban Renewal Law in an amount sufficient to finance all or any part of a project within the Plan Area. ■ Borrow funds and create indebtedness in any authorized form in carrying out this Plan. Any principal and interest on such indebtedness may be paid from property tax increments, sales tax increments or any other funds, revenues, assets or properties legally available to the Authority. Such methods may be combined to finance all or part of the Plan activities. Tax Increment Financing (TIF) District Boundaries If permissible by the Urban Renewal Law, the Authority is authorized to create TIF districts within the Plan Area that can include, but are not limited to a single parcel or multiple parcels for a qualified project. Accordingly, the Plan may be amended when the TIF district is decided upon by the Authority, and incremental property tax and/or sales tax revenues attributable to the redevelopment in the Plan Area to pay the indebtedness incurred by the Authority. Reference Figure 2 for an example. Property Tax Increment A fund for financing projects may be accrued and used by the Authority under the property tax allocation financing provisions of the Urban Renewal Law. Under this method, property taxes levied after the effective date of the approval of this Plan upon taxable property in the Plan Area each year by or for the benefit of any public body shall be divided for a period not to exceed twenty-five (25) years after the effective date of the adoption of the tax allocation provision, as follows: Base Amount - That portion of the taxes which are produced by the levy at the rate fixed each year by or for such public body upon the valuation for assessment of taxable property in the Plan Area last certified prior to the effective date of approval of the Plan or, as to an area later added to the Plan Area, the effective date of the modification of the Plan, shall be paid into the funds of each such public body as are all other taxes collected by or for said public body. MIDTOWN URBAN RENEWAL PLAN 17 Increment amount - That portion of said property taxes in excess of such base amount shall be allocated to and, when collected, paid into a special fund of the Authority to pay the principal of, the interest on, and any premiums due in connection with the bonds of, loans or advances to, or indebtedness incurred by (whether funded, refunded, assumed or otherwise) the Authority for financing or refinancing, in whole or in part, a specific project. Such increment amount shall also be used to pay for the Authority's financial obligations incurred in the implementation of this Plan. Unless and until the total valuation for assessment of the taxable property in the Plan Area exceeds the base valuation for assessment of the taxable property in the Plan Area, all of the taxes levied upon taxable property in the Plan Area shall be paid into the funds of the respective public bodies. In the event that there is a general reassessment of taxable property valuations in Larimer County, which are subject to division of valuation for assessment between base and increment, as provided above, the portions of valuations for assessment to be allocated as provided above shall be proportionately adjusted in accordance with such reassessment. Note that at the time of this Plan adoption, such a general reassessment occurs every two years, in the odd -numbered years. When such bonds, loans, advances, indebtedness, and financial obligations, including interest thereon and any premiums due in connection therewith, have been paid, all taxes upon the taxable property in the Plan Area shall be paid into the funds of the respective public bodies. Sales Tax Increment The project may also be financed by the Authority under the sales tax allocation financing provisions of the Urban Renewal Law. The act allows that upon the adoption or amendment of an URP, sales taxes flowing to the City may be "frozen" at their current level. The current level is established based on the previous twelve months prior to the adoption of this Plan. Thereafter, the City can continue to receive this fixed sales tax revenue. The Authority thereafter may receive all, or an agreed upon portion of the additional sales taxes (the increment) which are generated above the base. The Authority may use these incremental revenues to finance the issuance of bonds, reimburse developers for public improvement costs, reimburse the City for public improvement costs and pay off financial obligations and other debts incurred in the administration of the URP. This increment is not an additional sales tax, but rather is a portion of the established tax collected by the City, and the sales tax increment resulting from redevelopment efforts and activities contemplated in this Plan. Tax Increment Reimbursement Tax increment revenues may be used to reimburse the City and/or a developer for costs incurred for improvements related to a project to pay the debt incurred by the MIDTOWN URBAN RENEWAL PLAN Mel Authority with such entities for urban renewal activities and purposes. Tax incremental revenues may also be used to pay bonded indebtedness, financial obligations and debts of the Authority related to urban renewal activities under this Plan. 8. Modifications to the Plan This Plan may be modified pursuant to requirements and procedures set forth in CRS §31-25-107 of the Urban Renewal Law governing such modifications or amendments to the extent such modifications or amendments do not conflict with the agreements. Nothing herein shall be construed to require the Authority to first obtain the permission of any party to an Agreement prior to amending or modifying this Plan. 9. Reasonable Variations The Authority shall have the ability to approve reasonable variations (as determined by the Board) from the strict application of these Plan provisions, so long as such variations reasonably accommodate the intent and purpose of this Plan and the Urban Renewal Law. Plan provisions may be altered by market conditions, redevelopment opportunities and/or the needs of the community affected by the Plan. 10. Effective Date of the Plan This plan shall be effective upon its final approval by the Fort Collins City Council. Except as otherwise permitted under the Urban Renewal Law, the term of the TIF period is twenty-five (25) years from the effective date of the Plan, unless the Authority deems, to the extent consistent with the terms in the Agreements, that all activities to accomplish the Project have been completed and all debts incurred to finance such activities and all expenses of the Authority have been repaid. In that event, the Authority may declare the Plan fully implemented. MIDTOWN URBAN RENEWAL PLAN 19 Appendix A — Legal Description DESCRIPTION OF THE MIDTOWN URBAN RENEWAL PLAN AREA A tract of land located in Sections 23, 241 251 261 35 and 36 of Township 7 North, Range 69 West and in Sections 1 and 2 of Township 6 North, Range 69 West, all of the Sixth Principal Meridian, City of Fort Collins, Larimer County, Colorado, contained within the following described area; Beginning at the center of South College Avenue with its intersection with the easterly extension of the southerly right of way of Prospect Road, the TRUE POINT OF BEGINNING of this description; THENCE westerly along the said extended line and along the said southerly right of way to the west line of the plat of "Griffin Plaza Subdivision"; THENCE southerly, westerly and southerly along the said west line to the southerly line of the said plat of "Griffin Plaza Subdivision"; THENCE easterly and southerly along the said southerly line to the westerly right of way of the BNSF Railway; THENCE easterly and radially to the said right of way to the easterly right of way of the BNSF Railway; THENCE southerly along the said easterly right of way to the east west centerline of the said Section 26; THENCE easterly along the said east west centerline and returning to the said easterly right of way of the BNSF Railway; THENCE continuing southerly along the said easterly right of way to the south line of the said Section 26; THENCE westerly along the said south line and returning to the said easterly right of way of the BNSF Railway; THENCE continuing southerly along the said easterly right of way to the north line of the said Section 2; THENCE easterly along the said north line and returning to the said easterly right of way of the BNSF Railway; THENCE continuing southerly along the said easterly right of way to the north line of the plat of "George T. Sanders Co. P.U.D."; THENCE easterly along the said north line to the westerly right of way of Fossil Boulevard; THENCE southerly along the said westerly right of way to the westerly extension of the southerly right of way of West Fairway Lane; THENCE easterly along the said extended line and along the said southerly right of way, its easterly extension and along the southerly right of way of Fairway Lane to the southerly extension of the east line of the plat of "Replat Of A Part Of Fairway Estates"; THENCE northerly along the said extended line and along the said east line of the "Replat Of A Part Of Fairway Estates", along the east line of the plat of "Replat Of A Part OF Lot 7, Lot 8, Lot 9, And A Part Of Lot 10 Of the Replat Of A Part Of Fairway Estates" and continuing along the east line of the said plat of "Replat Of A Part Of Fairway Estates" and its northerly extension to the southwest corner of that certain tract of land as described in a Warranty Deed Recorded April 2, 2002 at Reception No. 2002038320 records of the Clerk and Recorder of the said Larimer County; THENCE easterly along the southerly line of the said tract described at Reception No. 2002038320 to the southwest corner of the plat of "Fort Collins Supportive Housing Subdivision"; THENCE easterly along the southerly line of the said plat to the southeast corner of the said "Fort Collins Supportive Housing Subdivision"; THENCE northerly along the easterly line of the said plat to the southerly right of way of MIDTOWN URBAN RENEWAL PLAN 20 East Harmony Road; THENCE easterly along the said southerly right of way and its easterly extension to the easterly right of way of Hogan Drive; THENCE northerly to the intersection of the northerly right of way of East Harmony Road with the easterly right of way of John F. Kennedy Parkway; THENCE northerly along the said easterly right of way of John F. Kennedy Parkway and along the easterly right of way's extension through intersecting side streets through the East Horsetooth Road right of way, to the southerly line of Tract Nine as shown on the plat of "The Foothills Fashion Mall Expansion"; THENCE easterly along the southerly line of the said Tract Nine to the westerly right of way of Stanford Road; THENCE northerly along the said westerly right of way to the northerly line of the plat of "The Foothills Fashion Mall Foley's Expansion"; THENCE westerly along the said northerly line to the easterly line of Tract K of the plat of "Southmoor Village Fifth Filing"; THENCE southerly along the said easterly line of Tract K to the southerly line of the said Tract K; THENCE westerly along the said southerly line to the westerly line of the said Tract K; THENCE northerly along the said westerly line to the northerly line of the said plat of "Southmoor Village Fifth Filing"; THENCE westerly along the said northerly line to the easterly line of Tract H of the said plat of "Southmoor Village Fifth Filing"; THENCE southerly along the said easterly line to the southerly line of the said Tract H; THENCE westerly along the southerly line of the said Tract H to the southerly right of way of Remington Street as shown on the plat of "A Replat Of Tracts F, G, And J, And Vacated Service Road, Southmoor Village Fifth Filing"; THENCE westerly along the said southerly right of way to the westerly right of way of the said Remington Street; THENCE northerly along the said westerly right of way and along the westerly right of way's extension through intersecting side streets, to the northerly right of way of Harvard Avenue; THENCE easterly along the said northerly right of way to the easterly line of Lot 13 of the plat of "Plat Of Thunderbird Estates Seventh Filing"; THENCE northerly along the easterly line of Lot 13 and its northerly extension to the easterly line of the plat of "Thunderbird Estates Sixth Filing"; THENCE northerly along the said easterly line to the southerly line of Lot 3 of the said plat of "Thunderbird Estates Sixth Filing"; THENCE westerly along the said southerly line to the westerly line of the said Lot 3; THENCE northerly along the said westerly line to the southerly right of way of Drake Road; THENCE westerly along the said southerly right of way to the southerly extension of the easterly line of Lot 1 of the Plat of "The Resubdivision of Tract A, South College Heights Fourth Subdivision"; Thence northerly along the said southerly extension and along the said easterly line of Lot 1, to the southerly right of way of Princeton Avenue; Thence westerly along the said southerly right of way to the easterly right of way of South College Avenue; THENCE northerly along the said easterly right of way and along the easterly right of way's extension through intersecting side streets, to the northerly right of way of Rutgers Avenue; THENCE easterly along the said northerly right of way to the easterly line of the "Rutgers Building Condominiums"; THENCE northerly along the said easterly line to the southerly line of the plat of "Raising Cane's"; THENCE easterly along the said southerly line to the easterly line of the said plat of "Raising Cane's"; THENCE northerly along the said easterly line to the southerly line of the plat of "A Replat of A Part of Tract 1, Replat of Block 2 and Lots 1 to 7 Inclusive of MIDTOWN URBAN RENEWAL PLAN 21 Block 1 of the St. Vrain Subdivision"; THENCE easterly along the said southerly line to the westerly right of way of Remington Street; THENCE northerly along the said westerly right of way to the southerly right of way of Spring Park Drive; THENCE westerly along the said southerly right of way to the southerly extension of the easterly line of the plat of "Human Bean At Spring Creek"; THENCE northerly along the said extended line and along the said easterly line and along the easterly lines of Lots 1 through 7 of the plat of "Moran's Subdivision" to the southerly right of way of East Stuart Street; THENCE northerly to the northerly right of way of East Stuart Street and to the easterly line of the West 180 feet of Lot 5 of the plat of "Maynard Subdivision"; THENCE northerly along the said easterly line to the northerly line of the said Lot 5; THENCE westerly along the said northerly line to the easterly line of Lot 2 of the plat of "A Replat of Maynard Subdivision Being a Resubdivision of the West 350 Feet of Lots 3 & 4 of Maynard Subdivision"; THENCE northerly along the said easterly line and along the easterly line of Lot 1 of the said plat of "A Replat of Maynard Subdivision Being a Resubdivision of the West 350 Feet of Lots 3 & 4 of Maynard Subdivision" to the northerly line of the said plat of "A Replat of Maynard Subdivision Being a Resubdivision of the West 350 Feet of Lots 3 & 4 of Maynard Subdivision"; THENCE easterly along the said northerly line to the easterly line of the west 240 feet of Lot 2 of the said plat of "Maynard Subdivision"; THENCE northerly along the said easterly line and its northerly extension to the southerly line of the northerly 232 feet of the said plat of "Maynard Subdivision"; THENCE westerly along the said southerly line to the easterly line of the westerly 213 feet of Lots 14 and 1 of the said plat of "Maynard Subdivision"; THENCE northerly along the said easterly line and its northerly extension to the northerly right of way of Parker Street; THENCE westerly along the said northerly right of way to the easterly right of way of the north -south alley through Block 1 of the plat of "I.C. Bradley's Addition To The City Of Fort Collins"; THENCE northerly along the said easterly alley right of way to the southerly right of way of East Prospect Road; THENCE westerly along the said southerly right of way to the POINT OF BEGINNING. Excepting there from all of the plat of "Amended Final Plat of Parkway Townhomes P.U.D." All Plats referred to in the above described description are Plats of record with the Clerk and Recorder of Larimer County. I hear by state that the above description was prepared by me and is true and correct to the best of my professional knowledge belief and opinion. The above described tract is based upon previously recorded plats and deeds and not upon an actual field survey. Wallace C. Muscott Colorado P.L.S. 17497 PO Box 580 Fort Collins, CO 80525 April 20, 2011 MIDTOWN URBAN RENEWAL PLAN 22 Appendix 6 — Legal Description DESCRIPTION OF THE TAX INCREMENT FINANCING DISTRICT — PROSPECT SOUTH A tract of land located in Sections 23 and 24 of Township 7 North, Range 69 West West of the Sixth Principal Meridian, City of Fort Collins, Larimer County, Colorado, contained within the following described area; Beginning at the center of South College Avenue with its intersection with the easterly extension of the southerly right of way of Prospect Road, the TRUE POINT OF BEGINNING of this description; THENCE westerly along the said extended line and along the said southerly right of way to the west line of the plat of "Griffin Plaza Subdivision"; THENCE southerly, westerly and southerly along the said west line to the southerly line of the said plat of "Griffin Plaza Subdivision"; THENCE easterly and southerly along the said southerly line to the westerly right of way of the BNSF Railway; THENCE easterly and radially to the said right of way to the easterly right of way of the BNSF Railway; THENCE southerly along the said easterly right of way to the northerly line of the plat of " Whole Foods Center"; THENCE easterly along the said northerly line to the westerly line of Tract "E" of the plat of "University Shopping Center"; THENCE southerly along the said westerly line to the southerly line of the said Tract "E"; THENCE easterly along the said southerly line to the westerly right of way of South College Avenue; THENCE easterly to the intersection of the easterly right of way of South College Avenue with the northerly right of way of Rutgers Avenue; THENCE easterly along the said northerly right of way to the easterly line of the "Rutgers Building Condominiums"; THENCE northerly along the said easterly line to the southerly line of the plat of "Raising Cane's"; THENCE easterly along the said southerly line to the easterly line of the said plat of "Raising Cane's"; THENCE northerly along the said easterly line to the southerly line of the plat of "A Replat of A Part of Tract 1, Replat of Block 2 and Lots 1 to 7 Inclusive of Block 1 of the St. Wain Subdivision"; THENCE easterly along the said southerly line to the westerly right of way of Remington Street; THENCE northerly along the said westerly right of way to the southerly right of way of Spring Park Drive; THENCE westerly along the said southerly right of way to the southerly extension of the easterly line of the plat of "Human Bean At Spring Creek"; THENCE northerly along the said extended line and along the said easterly line and along the easterly lines of Lots 1 through 7 of the plat of "Moran's Subdivision" to the southerly right of way of East Stuart Street; THENCE northerly to the northerly right of way of East Stuart Street and to the easterly line of the West 180 feet of Lot 5 of the plat of "Maynard Subdivision"; THENCE northerly along the said easterly line to the northerly line of the said Lot 5; THENCE westerly along the said northerly line to the easterly line of Lot 2 of the plat of "A Replat of Maynard Subdivision Being a Resubdivision of the West 350 Feet of Lots 3 & 4 of Maynard Subdivision"; THENCE northerly along the said easterly line and along the easterly line of Lot 1 of the said plat of "A Replat of Maynard Subdivision Being a Resubdivision of the West 350 Feet of Lots 3 & 4 of Maynard Subdivision" to the northerly line of the said MIDTOWN URBAN RENEWAL PLAN 23 plat of "A Replat of Maynard Subdivision Being a Resubdivision of the West 350 Feet of Lots 3 & 4 of Maynard Subdivision", THENCE easterly along the said northerly line to the easterly line of the west 240 feet of Lot 2 of the said plat of "Maynard Subdivision"; THENCE northerly along the said easterly line and its northerly extension to the southerly line of the northerly 232 feet of the said plat of "Maynard Subdivision"; THENCE westerly along the said southerly line to the easterly line of the westerly 213 feet of Lots 14 and 1 of the said plat of "Maynard Subdivision"; THENCE northerly along the said easterly line and its northerly extension to the northerly right of way of Parker Street; THENCE westerly along the said northerly right of way to the easterly right of way of the north -south alley through Block 1 of the plat of "I.C. Bradley's Addition To The City Of Fort Collins"; THENCE northerly along the said easterly alley right of way to the southerly right of way of East Prospect Road; THENCE westerly along the said southerly right of way to the POINT OF BEGINNING. All Plats referred to in the above described description are Plats of record with the Clerk and Recorder of Larimer County. I hear by state that the above description was prepared by me and is true and correct to the best of my professional knowledge belief and opinion. The above described tract is based upon previously recorded plats and deeds and not upon an actual field survey. Wallace C. Muscott Colorado P.L.S. 17497 PO Box 580 Fort Collins, CO 80525 April 20, 2011 MIDTOWN URBAN RENEWAL PLAN 24 RESOLUTION NO.038 OF THE BOARD OF COMMISSIONERS OF THE FORT COLLINS URBAN RENEWAL AUTHORITY APPROVING A FINANCIAL AGREEMENT BETWEEN THE FORT COLLINS URBAN RENEWAL AUTHORITY AND CAPSTONE DEVELOPMENT CORPORATION FOR THE COMMONS PROJECT AT 1635 SOUTH COLLEGE AVENUE WHEREAS, Capstone Development Corporation, (the "Applicant') desires to construct two buildings with approximately 220 units for student housing along with approximately 8,000 square, feet of commercial space (the "Project"); and WHEREAS, the Project is located within the boundaries of the Urban Renewal Plan Area described in the Midtown Urban Renewal Plan; and WHEREAS, the Fort Collins Urban Renewal Authority (the "Authority") is authorized pursuant to Section 32-25-107(9) C.R.S. to fund projects utilizing property tax increment generated by redevelopment within the Urban Renewal Plan Area; and WHEREAS, the Project will require street, sewer, water, electric, and stormwater infrastructure improvements; and WHEREAS, Authority staff has been working with the Applicant to discuss ways in which the Authority can provide financial assistance that will enhance the likelihood that the Project will be built; and WHEREAS, the Applicant estimates that the total private investment in the Project will be approximately $44,000,000, including approximately $6,200,000 for public improvements that will not only address the impacts of the Project but will also benefit the community at large; and WHEREAS, the Authority calculates that the Project will generate approximately $8 million in property tax increment; and WHEREAS, Authority staff and the Applicant have discussed a financial assistance package that includes reimbursing the Applicant for constructing public improvements that would normally be the sole responsibility of the Applicant; and WHEREAS, Authority staff has prepared for the Board of Commissioners of the Authority (the "Board") a proposed agreement between the Authority and the Applicant that sets forth the terms and conditions upon which financial assistance will be provided to the Applicant by the Authority (the "Agreement"); and, WHEREAS, the Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, the Board believes that the Agreement is in the best interests of the Authority. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE FORT COLLINS URBAN RENEWAL AUTHORITY as follows: Section 1. That the Board hereby finds that it is in the best interests of the Authority to provide financial assistance to the Applicant pursuant to the terms and conditions contained in the Agreement because the Project will, within the Urban Renewal Plan Area, increase employment, improve the property and sales tax base, enhance and build public infrastructure, eliminate blight and otherwise further the purposes, goals, and objectives of the Midtown Urban Renewal Plan. Section 2. That the Agreement is hereby approved, and the Executive Director is authorized to execute the Agreement, subject to such modifications in form or substance as the Executive Director may, in consultation with the Authority Attorney, deem desirable and necessary to protect the Authority's interests, and including such modifications as the Executive Director determines are necessary in order to require the completion of LEED certification in connection with the Project. Passed and adopted at a regular meeting of the Board of Commissioners of the City of Fort Collins Urban Renewal Authority this 13th day of September A.D. 2011. ATTEST: . z 'Z3 ; 0= ,N,RENE 1,``"%%� EXHIBIT A REDEVELOPMENT AGREEMENT CAPSTONE DEVELOPMENT CORPORATION INFILL DEVELOPMENT This Agreement is made and entered into as of 2011, by and between the Fort Collins Urbari Renewal Authority, a body corporate and politic of the State of Colorado (the "Authority"), and Capstone Development Corp., an Alabama corporation (the "Developer"), together, "the Parties". RECITALS WHEREAS, the purpose of this Agreement is to eliminate blight and otherwise implement and further the purposes, policies, goals, and objectives of the Urban Renewal Authority and the Midtown Urban Renewal Plan (the "Plan"); and WHEREAS, the Developer is the owner or has contractual control of the Property as described in Exhibit A; and WHEREAS, the Property is within the Urban Renewal Area described in the Plan under the Prospect South Tax Increment Financing District; and WHEREAS, the Parties wish to cooperate in the redevelopment of the Property in furtherance of the Plan by entering into this Agreement. AGREEMENT NOW THEREFORE, in consideration of the promises and the mutual obligations of the Parties and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows. SECTION 1. DEFINITIONS In this Agreement, unless a different meaning clearly appears from the context: Act means the Colorado Urban Renewal Law, Part I of Article 25 of Title 31, C.R.S. Agre_„ ement means this Agreement, as it may be amended or supplemented in writing. References to sections or exhibits are to this Agreement unless otherwise qualified. Building or Buildings mean one or more of the buildings identified in Exhibit B. Certificate of Occupancy means the same meaning as set forth in the Fort Collins Land Use Code. Certificate of Valuation means the certification by the Larimer County Assessor's Office to determine predicted valuation of the Project once complete, and is attached as Exhibit F. City means the City of Fort Collins, Colorado, Commence Construction and Commencement of Construction mean the obtaining of a building, excavation, grading or similar permit for the construction of any portion of the Project and diligent prosecution of physical construction operations on the Property in a manner necessary to Complete Construction of the Project. Complete Construction and Completion of Construction with respect to the Improvements mean acceptance by the City or by the appropriate public body or public utility of the Improvements. With respect to the Buildings, Complete Construction and Completion of Construction mean that construction of the Buildings is complete in accordance with applicable laws, ordinances and regulations and that Certificates of Occupancy have been issued for the Buildings for their intended permitted use without restrictions. With respect to the Project, Complete Construction and Completion of Construction means that construction of the entire Project has been completed and all applicable buildings or spaces are ready to be occupied for their intended permitted use without restrictions. Contractually Controlled means the Developer is in control of the property with authority to carry out its duties required by this Agreement and that will ultimately result in fee title by the deadline set forth in the Schedule of Performance attached as Exhibit E. Control or Controlled by, with respect to any entity, means possession of the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of voting securities, by contract, or otherwise. Developer means Capstone Development Corporation and any successors and assigns as may be permitted under section 2.9 of this Agreement or as may be approved by the Authority. Developer Financing means the financing described in Section 2.1, Development Agreement means the agreement required by the Land Use Code between the Developer and the City and attached as Exhibit G. Eligible Costs means the reasonable and necessary expenditures, certified by the Developer, for the Improvements and identified on Exhibit C and which were incurred after the execution of this Agreement. Final Development Plan means the recording of final mylars with the offices of the City Clerk and Larimer County Clerk prior to obtaining a development construction permit. A 2 preliminary and general plan describing conceptually what the Parties expect will be the Final Development Plan is the "Preliminary Development Plan" attached as Exhibit B. Improvements mean the improvements or activities and undertakings, and include certain fixtures in the Buildings, listed in Exhibit C that the Developer will construct in accordance with this Agreement. Land Use Code means the Fort Collins Land Use Code. Partv or Parties means a party or the parties to this Agreement. Plan and Urban Renewal Plan mean the Midtown Urban Renewal Plan described in the Recitals. Projec means the design, construction and reconstruction of all improvements, infrastructure, parking, streets, rights -of -way, buildings, structures, signage, and landscaping to be constructed on the Property pursuant to the Final Development Plan and Development Agreement dated 2011, and includes the Improvements and Buildings. The term Project does not mean, refer to, or include any of the real estate and improvements shown on the Final Development Plan that is not owned by the Developer. Property means the real property owned or Contractually Controlled by the Developer in accordance with this Agreement and described in Exhibit A. Reimbursement Obligation means the obligation of the Authority to reimburse the Developer for the Eligible Costs in accordance with Section 3.1. Related Entitv means any entity that is wholly owned and Controlled by the Developer. For purposes of this definition, the term "owned" means the ownership of 100% of the ownership interests in the entity; and the term "Controlled" shall have the meaning hereinabove set forth. Schedule of Performance means Exhibit E, the schedule that governs the times for the performance by the Developer. Urban Renewal Area means all of the area of real property, including public rights of way within the boundaries of the Urban Renewal Project as described and delineated in the Plan. SECTION 2, DEVELOPER OBLIGATIONS 2.1 Developer Financing. The Developer agrees to provide the Developer Financing currently expected to consist of approximately $8,900,000 in owner equity and $35,800,000 in loans. The terms of the Developer Financing must be consistent with the requirements of this Agreement and adequate to Complete Construction of the Project in accordance with this 3 Agreement. Subject to obtaining Developer Financing, the Developer represents and agrees that it has the financial and legal ability and can bear the economic risk of financing and achieving Completion of Construction of the Project, the costs of which are to be paid in accordance with the terms and conditions of this Agreement and the approved construction documents. 2.2 Demolition, Clearance and Preparation of the Property. The Developer will demolish and clear any existing improvements from the Property and prepare the Property for construction of the Improvements. This work shall be performed in accordance with the requirements of all applicable laws, rules, and regulations, including those of the City. 2.3 Design and Construction of the Project. The Developer is responsible for obtaining and reviewing all information that the Developer believes is necessary or desirable to fulfill its obligations under this Agreement. Subject to obtaining the Developer Financing, the Developer agrees to construct the Project in accordance with this Agreement. See Exhibit E for inside and outside dates for obtaining Developer Financing and Completion of Construction of the Improvements, Buildings, and the Project. The Developer, subject to the approval of the Authority, shall have sole responsibility for the design, development and construction of the Improvements, including without limitation, design, construction, selection, and supervision of any architects, engineers, and consultants. For construction of the Project, the Developer agrees to select contractors that the Developer's architect deems qualified by experience to construct of Project of this quality and caliber. All Eligible Costs shall not exceed the $5,000,000 Reimbursement Obligation maximum. 2.4 Approval of the Construction Documents and Modifications to the Final Development Plan. The Developer shall prepare and obtain the approval of the Authority and the City, including, but not limited to, the City's development process, of all construction documents related to construction of the Project and the Final Development Plan. Approval by the Authority shall not be unreasonably withheld, conditioned or delayed. 2.5 Construction of the Improvements. Subject to obtaining the Developer Financing, the Developer shall Commence Construction and Complete Construction of the Improvements in the same industry standard manner as the balance of the Project. These activities will occur on or before the dates specified in this Agreement, in Exhibit E. All construction activities shall conform to all applicable laws, codes, ordinances, and policies 2.6 Property Ownership. Developer Agrees to have the Property purchased and titled in its name no later than the date set forth in the Schedule for Performance, and specifically acknowledges that the failure to do so will result in the immediate termination of this Agreement. 2.7 Books and Accounts; Financial Statement. The Developer will keep, or cause to be kept, proper and current books and accounts in which the complete and accurate entries shall be 0 made of amounts paid out, and such other calculations, allocations and payments as are necessary to construct the Project. 23 Inspection of Records. All books, records and reports in the possession of the Developer relating to the Project shall at all reasonable times be open to inspection (at Authority expense) by such accountants or other agents as the Authority may from time to time designate. 2.9 Restrictions on Assignment and Transfer. Except as hereinafter permitted, prior to Completion of Construction of the Project the Developer shall not assign or transfer all or any part of or any interest in this Agreement or the Property without the prior written Approval of the Authority, which Approval shall not be unreasonably withheld, conditioned or delayed. For the purposes of this Agreement (a) an assignment or transfer shall include a change in the identity of the parties in Control of the Developer, and (b) unreasonably withheld, conditioned or delayed shall mean failing to approve within ten business days without identifying legitimate concerns of the Authority related to, but not limited to, the generation of tax increment and preservation and promotion of the Plan. The Developer shall promptly notify the Authority of any and all changes whatsoever in the identity of the parties in Control of the Developer, or the degree thereof. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. Approval of an assignment or transfer by the Authority shall not relieve the Developer of its obligations hereunder to Complete Construction of the entire Project, unless the Authority agrees in writing. The foregoing Restriction on Assignment and Transfer shall terminate ate_ upon Completion of Construction of the Project. Notwithstanding the foregoing, subject to receipt and Approval of all relevant documents confirming such transfer or assignment, the Developer may: (i) assign this Agreement and transfer the Property to a Related Entity of the Developer; (ii) collaterally assign its right to receive reimbursement under this Agreement to any lender that provides all or any portion of the Developer Financing, provided that any document assigning the Developer's right to receive reimbursement hereunder shall specifically provide that no reimbursement will be made by the Authority unless and until Completion of Construction of the entire Project by the Developer; (iii) enter into a contract to sell all or a portion of the Project upon Completion of Construction of the entire Project, provided that a closing of any such sale may not occur prior to Completion of Construction of the entire Project by the Developer and final payment of the Authority's Reimbursement Obligation. Any permitted assignment of this Agreement or transfer of the Property shall not relieve the Developer of its obligation to complete Construction of the entire Project pursuant to the terms of this Agreement. 2.10 Progress Reports. The Improvements shall be constructed by the Developer in accordance with all applicable laws, ordinances, standards and policies. Until Completion of Construction of the Project the Developer shall make reports in such detail and at such times as the Authority may reasonably request as to Developer's progress with respect to the 5 Commencement of Construction, the progress of construction and the Completion of Construction as described in Exhibit E. 2.11 Protesting the Actual Value Determined by the Larimer County Assessor. The Developer, including any assignees and successors, agrees and acknowledges that the Reimbursement Obligation is funded by the Larimer County Assessor's collection of property taxes. Consequently, Developer, and any assignees or successors, agrees for a period of 25 years from the date of this Agreement or to the termination of the Plan, which ever shall come first that if the Actual Value determined by the Larimer County Assessor is at or below the value set forth in the Certificate of Valuation (the, "Valuation") relied on by the Authority, and attached to this Agreement as Exhibit F, it will not protest the Actual Valuation of the Property determined by the Larimer County Assessor in an effort to reduce the property tax for the Property. If Developer, or any assignee or successor, either (i) protests the Actual Value when it is at or below the value set forth in the Valuation, or (ii) protests the Actual Valuation and succeeds in reducing it to an amount less than the Valuation, the full amount of the Reimbursement Obligation will be immediately due and payable to the Authority. The Developer will file a covenant with the Larimer County Clerk and Recorder reflecting this representation and agreement ("the Covenant Not to Protest") no later than 30 days after the execution of this Agreement. In the event this Agreement is terminated for any reason whatsoever, the Covenant Not to Protest shall immediately and automatically terminate, become null and void, and be of no further force or effect. Upon termination of this Agreement, the Authority shall execute, acknowledge and deliver to the Developer such documents or instruments as may be necessary or reasonably required by a title company to delete and remove the Covenant Not to Protest from the chain of title to the Property. SECTION 3, AUTHORITY OBLIGATIONS 3.1 Reimbursement Obligation. The Reimbursement Obligation of the Authority is the obligation to pay to the Developer the Eligible Costs incurred and certified by the Developer. The Reimbursement Obligation will only be paid by the Authority to the Developer no sooner than 45 days after the Completion of Construction of the Project as shown in the Final Development Plan. The Parties agree and acknowledge that the Reimbursement Obligation will not exceed Five million dollars ($5,000,000). The Reimbursement Obligation is limited to those Improvements set forth in Exhibit C. Procedures for documenting and payment of the Eligible Costs are set forth in Exhibit D. It is the intent of the Parties that the Reimbursement Obligation is an incentive to the Developer to develop the Property consistent with this Agreement, the Development Agreement, and the Final Development Plan. Consequently, the Developer may reallocate cost savings within the line items listed on Exhibit C to cover cost overruns on other line items on Exhibit C subject to approval of the Executive Director of the Authority, which approval shall not be unreasonably withheld. For purposes of this Section, Developer requests to reallocate line item totals that result in a greater than 35% change in the totals shown on Exhibit C, as of the execution date of this Agreement, are deemed by the Parties to be unreasonable. If the cost savings exceed the cost overruns, the remaining savings will be deducted from the Five million ($5,000,000) cap for the Reimbursement Obligation. The Parties expressly agree that in no event shall the Reimbursement Obligation exceed Five Million Dollars ($5,000,000); provided, however, that if Completion of Construction does not occur before the Target Dates set forth on Exhibit E and the Project timeline slips to the Outside Dates, the maximum amount of the Reimbursement Obligation shall not exceed Four Million Six Hundred Sixty Thousand Dollars ($4,660,000). A portion of the Reimbursement Obligation of the Authority in the amount of Eight Hundred Seventy Five Thousand Dollars ($875,000) (the "Commercial Reimbursement") shall be conditional and contingent upon the Developer leasing approximately 8,000 gross square feet of commercial space (the "Commercial Space"). The Authority will pay the Commercial Reimbursement to the Developer within 30 days after the Developer provides to the Authority fully executed leases for the Commercial Space that provide for occupation of the Commercial Space with 9 months of their execution (the "Commercial Leases"). If the Commercial Leases are not presented to the Authority within 3 years after Completion of Construction, the Developer shall have waived and released its right to receive the Commercial Reimbursement. The balance of the Reimbursement Obligation, excepting the Commercial Reimbursement, shall be paid to Developer within 45 days after Completion of Construction and as provided in Exhibit D. 3.2 Authority Financing. The Authority shall act in good faith and use all reasonable efforts to issue bonds, enter into an intergovernmental agreement with the City, or take such other action as may be necessary to ensure that the Authority has the financial ability to pay the Eligible Costs and otherwise perform its obligations under this Agreement. ti 3.3 Limitation. The Authority shall not enter into any agreement or transaction that impairs the rights of Developer under this Agreement, including, without limitation, the right to receive reimbursement for the Eligible Costs allocated to it in accordance with the procedures established in this Agreement, provided, however, nothing herein shall preclude the Authority from entering into other financial obligations with regard to the Project so long as the Authority in its reasonable discretion concludes that its actions do not and will not in the future interfere with its obligations hereunder. SECTION 4, INSURANCE AND INDEMNIFICATION 4.1 Insurance. At all times while the Developer is engaged in preliminary work on the Property or adjacent streets and during the period from the Commencement of Construction until Completion of Construction of the Project, the Developer shall carry, or cause its general contractor to carry, and, upon request, will provide the Authority with proof of payment of premiums and certificates of insurance as follows: 7 a. Builder's risk insurance (with a deductible not to exceed $5,000) in an amount equal to 100% of the replacement value of the Improvements at the date of Completion of Construction; b. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) and umbrella liability insurance with a combined single limit for both bodily injury and property damage of not less than $1,000,000. Such insurance may carry a deductible in an amount not to exceed $10,000 per claim for property damage and $5,000 per claim for employee benefits; and C. Worker's compensation insurance, with statutory coverage, including the amount of deductible permitted by statute. All such insurance policies shall be issued by responsible companies selected or approved by the Developer, subject to the reasonable Approval of the Authority and the City. The Developer shall deliver to the Authority and the City policies or certificates evidencing or stating that such insurance is in force and effect. Each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to the Developer and to the Authority and the City at least 30 days before the date the cancellation or modification becomes effective and shall name the Authority and the City as additional insureds, specifying that the insurance shall be treated as primary insurance. 4.2 Indemnification. The Developer shall defend, indemnify, assume all responsibility for and hold the Authority, the Authority's commissioners, the City, the City's council members, and the officers and employees of the City and the Authority harmless (including, without limitation, for attorneys' fees and costs) from all claims or suits for and damages to property and injuries to persons, including accidental death, that may be caused by any of the Developer's construction activities under this Agreement or while making tests or surveys on the Property, the Improvements, or the Buildings whether such activities are undertaken by the Developer or anyone directly or indirectly employed by or under contract to the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. SECTION 5. REPRESENTATIONS AND WARRANTIES 5.1 The Developer represents and warrants as follows: a. The Developer is a corporation under no disability, qualified to do business in the State of Colorado, and has the legal capacity and the authority to n enter into and perform its obligations under this Agreement. The Developer has duly authorized the execution, delivery and performance of this Agreement; b. The execution and delivery of this Agreement and such documents and the performance and observance of their terms, conditions and obligations have been duly and validly authorized by all necessary action to make this Agreement and such documents and such performance and observance are valid and binding upon the Developer; C. The execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by this Agreement will not L conflict with or contravene any law, order, rule or regulation applicable to the Developer or to its governing documents, ii. result in the breach of any of the terms or provisions or constitute a default under any agreement or other instrument to which the Developer is a party or by which the Developer may be bound or affected, or M. permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation -of the Developer; d. The Developer knows of no litigation, proceeding, initiative, referendum, or investigation or threat or any of the same contesting the powers of the Authority, the City, the.Developer with respect to this Agreement that has not been disclosed in writing to the Authority; and e. The Developer has the necessary legal ability to perform its obligations under this Agreement and has the necessary financial ability, through borrowing or otherwise, to construct the Improvements subject to the terms and conditions of this Agreement. This Agreement constitutes a valid and binding obligation of the Developer, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. 5.2 The Authority represents and warrants as follows: a. The Authority is an urban renewal authority duly organized and existing under applicable law and has the right, power, legal capacity, and the authority to enter into the Agreement and has authorized the execution, delivery and performance of this Agreement by proper action of its Board of Commissioners; 9 b. The Authority knows of no litigation or threatened litigation,'proceeding or investigation contesting the powers of the Authority or its officials with respect to the Project, this Agreement, or the Improvements that has not been disclosed to the Developer; C. The execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by this Agreement will not i. conflict with or contravene any law, order, rule or regulation applicable to the Authority or to its governing documents, ii. result in the breach of any of the terms or provisions or constitute a default under any agreement or other instrument to which the Authority is a party or by which it may be bound or affected, or iit. permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation of the Authority; and d. This Agreement constitutes a valid and binding obligation of the Authority, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. The Authority will defend the validity of this Agreement in the event of any litigation arising hereunder that names the Authority as a party or which challenges the authority of the Authority to enter into or perform its obligations hereunder. SECTION 6, DEFAULT AND REMEDIES 6.1 Default by Developer. Default by Developer under the Agreement shall mean one or more of the following events: a. The Developer fails to obtain the Developer Financing as required and set forth in the Schedule for Performance; b. The Developer, in violation of Section 2.9 of this Agreement, assigns this Agreement or transfers any part of the Property, or any rights in the same; c. There is any change in Control of the Developer or in the identity of the parties in Control of the Developer that violates this Agreement; 10 d. The Developer fails to provide the approved construction documents in accordance with this Agreement; e. The Developer fails to Commence Construction within a reasonable period of time after: (i) approval of the Final Development Plan, final construction drawings and issuance of permits by the City; (ii) funding of the Developer Financing and (iii) approval of revisions to the flood plain maps by FEMA; but in no event shall Developer fail to Commence Construction later than the Outside Deadline required by Exhibit E of this Agreement; f. The Developer fails to purchase the Property by the Outside Deadline required in Exhibit E of this Agreement; g. The Developer fails to materially observe or perform any other covenant, obligation or agreement required of it under this Agreement; or h. Subject to the terms of Section 2.11, the Developer attempts to protest the actual value of the Property with the Larimer County Assessor. If any Default is not cured within the time provided in Section 6.3 then the Authority may exercise any remedy available under this Agreement. 6.2 Default by the Authority under the Agreement shall mean one or more of the following events: a. The Authority fails to pay the Eligible Costs in violation of this Agreement, or b. The Authority fails to materially observe or perform any covenant, obligation or agreement required of it under the Agreement. 6.3 Grace Periods. Upon a Default by either Party, that Party shall, upon written notice from the non -defaulting Party, proceed immediately to cure or remedy the Default and, in any event, the Default shall be cured within 30 days (90 days if the Default relates to the Outside Deadline for Completion of Construction) after receipt of such notice, or the cure shall be commenced and diligently pursued to completion within a reasonable time if curing cannot be reasonably, accomplished within 30 days, or 90 days if the Default relates to the Outside Deadline for Completion of Construction. 6A Remedies on Default. Whenever any Default occurs and is not cured under Section 6.3, the non -defaulting Party may take any one or more of the following actions: 11 a. Suspend performance under this Agreement until it receives assurances from the defaulting Party, deemed adequate by the non -defaulting Party, that the defaulting Party will cure its default and continue its performance under this Agreement; b. Cancel and rescind the Agreement; provided, however, that if the default is related to Developer failing to meet a Outside Deadline in Exhibit E, Developer will have an additional 30 days (90 days if the Default relates to an Outside Deadline for Completion of Construction) to cure prior to the Authority seeking this remedy; or C. Take whatever legal or administrative action or institute such proceedings as may be necessary or desirable in its opinion to enforce observance or performance of this Agreement, including, without limitation, specific performance or to seek any other right or remedy at law or in equity, including damages. 6.5 Delays: Waivers. Any delay by either Party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under the Agreement shall not operate as a waiver of such rights or deprive it of or limit such rights in any way; nor shall any waiver in fact made by such Party with respect to any specific default by the other Party under the Agreement be considered or treated as a waiver of the rights with respect to any other defaults by the other Party under the Agreement or with respect to the particular default except to the extent specifically waived in writing. It is the intent of the Parties that this provision will enable each Party to avoid the risk of being limited in the exercise of the remedy provided in the Agreement by waiver, laches or otherwise in the exercise of such remedy at a time when it may still hope to resolve the problems created by the default involved. 6.6 Enforced Delays. Any delays in or failure of performance by any Party of its obligations under this Agreement shall be excused if such delays or failure are a result of acts of God, fires, floods, strikes, labor disputes, accidents, regulations, order of civil or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, that are beyond the control of such Party. 6.7 Rights and Remedies Cumulative. The rights and remedies of the Parties to the Agreement are cumulative, and the exercise by either Party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for any other default or breach by any other Party. SECTION 7. MISCELLANEOUS 7.1 Conflicts of Interest. None of the following shall have any personal interest, direct or indirect, in the Agreement: A member of the governing body of the Authority or of the City; an 12 employee of the Authority or of the City who exercises responsibility concerning the Project, or an individual or firm retained by the City or the Authority who has performed consulting services in connection with the Project. None of the above persons or entities shall participate in any decision relating to the Agreement that affects his or her personal interests of the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. 7.2 Antidiscrimination. The Developer, for itself and its successors and assigns, agrees that in the construction of the Improvements provided for in the Agreement and in the use and occupancy of the Property, the Developer will not discriminate against any employee or applicant for employment otherwise qualified because of race, color, creed, religion, sex, sexual orientation, age, disability (subject to the availability of a reasonable accommodation of the disability), marital status, ancestry, or national origin. 7.3 Title of Sections. Any titles of the several parts and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. 7.4 No Third -Party Beneficiaries. Except for specific rights in favor of mortgagees, no third - party beneficiary rights are created in favor of any person not a party to the Agreement. 7.5 Venue and Applicable Law. Any action arising out of the Agreement shall be brought in the Larimer County District Court and the laws of the State of Colorado shall govern the interpretation and enforcement of the Agreement. 7.6 Non -liability of Authoritv Officials. Agents and Emllovees. No council member, board member, commissioner, official, employee, consultant, attorney or agent of the Authority or the City shall be personally liable to the Developer under the Agreement or in the event of any default or breach by the City or Authority or for any amount that may become due to the Developer under the Agreement. 7.7 Authority or Citv Not a Partner. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, neither the Authority nor the City shall be deemed or constituted a partner or joint venturer of the Developer or any contractor or subcontractor performing work on the Property or the Improvements, and neither the Authority nor the City shall be responsible for any debt or liability of the Developer, or its managers or members, or such contractor or subcontractor. 7.8 Integrated Contract. It is intended by the Parties that the Agreement is an integrated contract and that invalidation of any of its provisions by judgment or court order shall in no way affect any of the other provisions, which shall remain in full force and effect unless the Parties otherwise agree to an amendment. 13 7.9 Counterparts. The Agreement is executed in counterparts, each of which shall constitute one and the same instrument. 7.10 Notices. A notice, demand, or other communication under the Agreement by any party to the other shall be in writing and sufficiently given if,delivered in person or if it is delivered by overnight courier service with guaranteed next -day delivery or by certified mail, return receipt requested, postage prepaid, and: a. In the case of the Developer, is addressed to or delivered to the Developer as follows: L. Jeff Jones Capstone Development Corp. 431 Office Park Drive Birmingham, AL 35223 b. In the case of the Authority, is addressed to or delivered to the Authority as follows: Executive Director Fort Collins Urban Renewal Authority PO Box 580 Fort Collins, CO 80522 or at such other address with respect to any party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. 7.11 Good Faith of Parties. In performance of the Agreement or in considering any requested extension of time or in the giving of any approval, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously or unreasonably withhold, condition or delay any approval required by the Agreement. 7.12 Exhibits Merged. All Exhibits attached to the Agreement are expressly integrated herein. 7.13 Days. If the day for any performance or event provided for herein is a Saturday, Sunday or other day on which either national banks or the office of the Clerk and Recorder of Larimer County, Colorado, is not open for the regular transaction of business, that day shall be extended until the next day on which the banks or Clerk and Recorder are open for the transaction of business. 7.14 Further Assurances. Each Party agrees to execute such documents and take such action as shall be reasonably requested by the other Party to confirm, clarify or effectuate the provisions of this Agreement. 14 7.15 Certifications. Each Party agrees to execute such documents as the other Party may reasonably request to verify or confirm the status of this Agreement and of the performance of the obligations hereunder and such other matters as the requesting Party may reasonably request. 7.16 Amendments. This Agreement shall not be amended except by written instrument. Each amendment, which shall be in writing and signed and delivered by the Parties, shall be effective to amend the provisions hereof. 7.17 Survival of Representations, Warranties and Covenants. No representations or warranties whatever are made by any Party except as specifically set forth in this Agreement. The representations, warranties and indemnities made by the Parties and the covenants and agreements to be performed or complied with by the respective Parties shall be deemed to be continuing. Nothing in this section shall affect the obligations and indemnities of the Parties with respect to covenants and agreements contained in this Agreement that are permitted or required to be performed in whole or in part after issuance of a Certificate of Occupancy. 7.18 Minor Changes. This Agreement has been approved in substantially the form submitted to the governing bodies of the Parties. The officers executing the Agreement have been authorized to make, and may have made, minor changes in the Agreement and the attached exhibits as they have considered necessary. So long as such changes were consistent with the intent and understanding of the Parties at the time of Approval by the governing bodies, the execution of the Agreement shall constitute conclusive evidence of the approval of such changes by the respective Parties. 7.19 Joint Draft. The parties agree they drafted this Agreement jointly with each having the advice of legal counsel and an equal opportunity to contribute to its content. 15 i IN WITNESS WHEREOF, the Authority and the Developer have caused the Agreement to be duly executed as of the day first above written. DEVELOPER: CAPSTONE DEVELOPMENT CORP. By: L. Jeff Jones, Executive Vice President AUTHORITY: THE FORT COLLINS URBAN RENEWAL AUTHORITY By: Darin Atteberry, Executive Director 121 r PARCELI EXHIBIT A - PROPERTY DESCRIPTION LOT 1 B, REPLAT OF A PART OF LOT 1 OF THE SPRING COURT SUBDIVISION, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO. PARCEL II A PORTION OF LOT 2, SPRING COURT SUBDIVISION, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS, TO -WIT: CONSIDERING THE SOUTH LINE OF SAID LOT 2 AS BEARING SOUTH 89057'00" WEST AND WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO, IS CONTAINED WITHIN THE BOUNDARY LINES WHICH BEGIN AT THE SOUTHWEST CORNER OF SAID LOT 2, AND RUN THENCE ALONG THE WEST LINE OF SAID LOT 2, NORTH 05048'00" EAST 139.71 FEET; THENCE ALONG THE NORTH LINE OF SAID LOT 2, NORTH 90000'00" EAST 294.39 FEET; THENCE DEPARTING SAID NORTH LINE, SOUTH 00000'00" EAST 138.72 FEET TO A POINT ON THE SOUTH LINE OF SAID LOT 2; THENCE ALONG SAID SOUTH LINE, SOUTH 89057'00" WEST 308.51 FEET TO THE POINT OF BEGINNING, CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO. PARCEL III A PARCEL OF LAND SITUATED IN THE NORTHEAST ONE -QUARTER OF SECTION 23, TOWNSHIP 7 NORTH, RANGE 69 WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY OF FORT COLLINS, LARIMER COUNTY, COLORADO, AND BEING A PORTION OF LOT 3 OF THE FOX SHOPPING CENTER SUBDIVISION OF RECORD IN BOOK 1413 AT PAGE 863, AND BEING A PORTION OF THAT PARCEL OF LAND CONVEYED IN BOOK 1387 AT PAGE 658, RECORDS OF THE RECORDER'S OFFICE, LARIMER COUNTY, COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS THE EAST LINE OF THE NORTHEAST ONE -QUARTER OF SECTION 23, TOWNSHIP 7 NORTH, RANGE 69 WEST OF THE 6TH PRINCIPAL MERIDIAN, BEING MONUMENTED AT THE NORTHEAST CORNER OF SAID SECTION 23 BY A FOUND 3 INCH ALUMINUM CAP STAMPED "LS 17497, 1991" IN A RANGE BOX, AND AT THE EAST ONE -QUARTER CORNER OF SAID SECTION 23 BY A FOUND 2-1/2 INCH ALUMINUM CAP STAMPED "LS 174979 1991" IN A RANGE BOX, CALCULATED TO BEAR S00002'16"E WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO. BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 3 OF THE FOX SHOPPING CENTER SUBDIVISION; THENCE THE FOLLOWING THREE (3) COURSES ALONG THE EAST LINE OF THE COLORADO & SOUTHERN RAILROAD RIGHT-OF-WAY AS ESTABLISHED BY WALLACE MUSCOTT, P.L.S. WITH THE CITY OF FT. COLLINS AND ALSO BEING THE WEST LINE OF SAID LOT 3 OF THE FOX SHOPPING CENTER SUBDIVISION: 1. N06012'38"E A DISTANCE OF 267.90 FEET TO A POINT OF CURVATURE; r 17 2. ALONG THE ARC OF A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 4,573.35 FEET, A CENTRAL ANGLE OF 06018'34", AN ARC LENGTH OF 503.62 FEET, THE CHORD OF WHICH BEARS N03003'21"E A CHORD DISTANCE OF 503.37 FEET; 3. N00005456"W A DISTANCE OF 89.61 FEET TO THE SOUTHWEST CORNER OF THAT PARCEL OF LAND OF RECORD AT RECEPTION NUMBER 20050079268; THENCE LEAVING SAID EAST LINE OF THE COLORADO & SOUTHERN RAILROAD AND THE WEST LINE OF SAID LOT 3 THE FOLLOWING FOUR (4) COURSES ACROSS SAID LOT 3 OF THE FOX SHOPPING CENTER SUBDIVISION AND ALSO ALONG THE SOUTHERLY AND EASTERLY LINES OF SAID PARCEL OF RECORD AT RECEPTION NUMBER 20050079268: 1. N89040'38"E A DISTANCE OF 55.15 FEET; 2. S45027'16"E A DISTANCE OF 67.77 FEET; 3. S81 °48'40"E A DISTANCE OF 104.13 FEET; 4. N01011'13"E A DISTANCE OF 35.13 FEET TO THE SOUTHWEST CORNER OF LOT 2 OF SAID FOX SHOPPING CENTER SUBDIVISION; THENCE S89038'48"E ALONG THE SOUTH LINE OF SAID LOT 2 OF THE FOX SHOPPING CENTER SUBDIVISION A DISTANCE OF 35.26 FEET; THENCE LEAVING SAID SOUTH LINE OF LOT 2 OF THE FOX SHOPPING CENTER SUBDIVISION THE FOLLOWING FIVE (5) COURSES ACROSS SAID LOT 3 OF THE FOX SHOPPING CENTER SUBDIVISION: 1. S00007'07"E A DISTANCE OF 239.28 FEET; 2. S00007'07"E A DISTANCE OF 248.21 FEET; 3. N89049'03"E A DISTANCE OF 104.18 FEET TO THE NORTHWEST CORNER OF THAT PARCEL OF RECORD AT RECEPTION NUMBER 90005700; 4. S00002'18"W ALONG THE WEST LINE OF SAID PARCEL OF RECORD AT RECEPTION NUMBER 90005700 A DISTANCE OF 146.86 FEET TO THE SOUTHEAST CORNER OF SAID PARCEL OF RECORD AT RECEPTION NUMBER 90005700; 5. N89050'51 "E ALONG THE SOUTH LINE OF SAID PARCEL OF RECORD AT RECEPTION NUMBER 90005700 A DISTANCE OF 105.26 FEET TO THE EAST LINE OF SAID LOT 3 OF THE FOX SHOPPING CENTER SUBDIVISION AND BEING THE SOUTHEAST CORNER OF SAID PARCEL OF RECORD AT RECEPTION NUMBER 90005700; THENCE THE FOLLOWING FIVE (5) COURSES ALONG THE EAST LINES OF SAID LOT 3 OF THE FOX SHOPPING CENTER SUBDIVISION: 1. S00002'16"E A DISTANCE OF 86.39 FEET; 2. N89057'44"E A DISTANCE OF 3.00 FEET; 3. S00002'167'E A DISTANCE OF 78.00 FEET; 4. S89057'44"W A DISTANCE OF 3.00 FEET; 5. S00002'16"E A DISTANCE OF 36.39 FEET TO THE SOUTHEAST CORNER OF SAID LOT 3 OF THE FOX SHOPPING'CENTER SUBDIVISION; J THENCE N89039'12"W ALONG SAID SOUTH LINE OF SAID LOT 3 OF THE FOX SHOPPING CENTER SUBDIVISION A DISTANCE OF 508.65 FEET TO THE POINT OF BEGINNING. 18 EXHIBIT B -- PRELIMINARY DEVELOPMENT PLAN AE - I . I ! am s40? I Ig I t .`nm•am� rA - 1 ' i li i 7S i "m li s It n= � MI —I owl �ac13 � � �— � � � �� ° ;�; �-'ml,arr � � � ► I r'! �� 1 .. aII Lw)� _� f( ,.► r �a r I e I'� IElit II c IF It4l'I`4 Naiv— I� 3 I I r ► $ $ I ; f f ' 1 Cli }!( tom_ t 1 -Ei i I / ' fj � ddi .sliC3�jllil� I ►� rr� � ilaam�; � �` �� �`� ��j--;� — $ � i','ftitltlfili �- aisI 11, .ImlINS i t t gJ I\IROITTUFF I c- -MIT IIIIIII-' _ - EXHIBIT C — ELIGIBLE COSTS 1 Stormwater/Sewer/Flood lain Infrastructure Public Improvements $1,631,090 2nd Mobilization - CLOMR sitework FEMA/ easement earthwork/erosion control Storm Drainage Potable Water mains Repair/ Replacement of existing 48" storm piping Storm Water Channel- FEMA Survey for FEMA improvements Sanitary Sewer mains FEMA/ Stormwater Design Fees 2 Land Acquisition/Easements/Demolition $1,337,109 FEMA easement land allocation (1.92 ac) Land allocation for streets and roads (.83ac) Demolition/Site Work 3 Utilities/Infrastructure Public Improvements $435,000 Utility service- electric underground service Site Lighting Curb & Gutter/Sidewalks/Paving in Public/FEMA areas 4 Energy & Environmental Improvements $1,3469801 k Efficiency upgrade for HVAC Systems Efficiency upgrade for water heating systems TPO Roofing System Energy Efficient Window Specifications Energy Star Appliance Package Low Flow Restroom fixtures Landscaping Enhanced Insulation Systems High -efficiency lighting Low VOC adhesives and paint Landfill diversion/ recycling centers & education Subtotal $4,7509000 5 Contingency $250,000 Total $590009000 20 EXHIBIT D REIMBURSEMENT OBLIGATION PROCEDURE The reimbursement process and procedures for Capstone Development Corp., (the "Developer") to submit reimbursement invoices and receipts to the Fort Collins Urban Renewal Authority (the "Authority") for the project located at 1635 South College Avenue (the "Project"). The Developer will comply with the following procedures for reimbursement from the Authority: 1. All submitted invoices of work completed on or after the execution date of this Agreement will be detailed and accurate enough to specify which item is seeking reimbursement. 2. Submissions will be sent directly to the Authority: a. Mailing Address: Urban Renewal Authority RE: Capstone Development Corp. P.O. Box 580 Fort Collins, CO 80522 b. Physical Address: 300 LaPorte Avenue (City Hall) Fort Collins, CO 80522 c. Billing Day: 25th of the month submittal 3. The Authority will acknowledge receipt of a reimbursement request. The Authority may distribute copies of the reimbursement request, including, but not limited to detailed invoices, to the City departments or other entities the Authority believes are necessary to obtain confirmation and certification of inspection of work and the accuracy and appropriateness of the invoices supporting Developer's reimbursement request prior to payment. 4. The Authority will notify the Developer if there are any discrepancies or disputed reimbursements within ten business days of identifying them. 5. The Authority shall pay any undisputed amount due to the Developer within 45 business days of receiving the reimbursement request. 6. Within 15 business days after the Developer has cured or corrected each any discrepancy or disputed reimbursement, the Authority shall pay the amount withheld based on that objection. 21 EXHIBIT E Schedule of Performance ACTION URA BOARD APPROVAL (all work initiated after approval date can be submitted) DEVELOPMENT CONSTRUCTION PERMIT COMMENCE CONSTRUCTION ON IMPROVEMENTS PURCHASE OF LAND - CLOSING DELIVER EQUITY COMMITMENT FOR PROJECT DELIVER FINANCING COMMITMENT FOR PROJECT LOMR COMPLETED AND FEMA APPROVAL COMMENCE CONSTRUCTION ON BUILDINGS COMPLETION OF CONSTRUCTION OBTAIN CERTIFICATE OF OCCUPANCY(S) TARGET DATE SEPTEMBER 6, 2011 SEPTEMBER 2011 OCTOBER 2011 OCTOBER 2011 OCTOBER 2011 MARCH 2O12 AUGUST 2012 JUNE 2012 JULY 317 2013 JULY 31, 2013 OUTSIDE DATE SEPTEMBER 2012 OCTOBER 2012 OCTOBER 2012 OCTOBER 2012 MAY 2013 AUGUST 2013 JUNE 2013 JULY 315 2014 JULY, 31 2014 EXHIBIT F INCOME APPROACH Effective Date of Valuation: 1 Jan 2013 -2013 Date of Appraisal: 24 June 2011 t Parcel #: 97231-07-003 Capstone Student Housing 1635 s.c°nege :Taxes payable'<r201'4: I ^ Y - +sI t •. Ci7M`MERCIAL PORTIONW. i f�� 5 4 t'.. - 100% Completes,'=m BUILDING AREA - 5F SIZE (5F) % Retail - Ground Floor 84000 100.00% TOTAL SF 8,000 100.00% POTENTIAL GRO55 INCOME INC/5F SF NET Retail - Ground Floor $20.00 8,000 $160,000 TOTAL $20.00 8,000 $1604000 LESS VACANCY & COLLECTION L055 9.00% $140400 INCOME less V & C $145,600 ADDITIONAL INCOME $0 EFFECTIVE GROSS INCOME $145,600 OPERATING EXPENSES Management 6% $81736 Insurance $0.30 $20400 Repairs & Maintenance 3% $4,368 Reserves for Replacement 3% $4,368 Total Expenses 14% $190872 EFFECTIVE GROSS INCOME $1450600 less OPERATING EXPENSES $190872 NET OPERATING INCOME $125,728 VALUE (NET INCOME/OAR) $125,728 divided by 9.00%'' 1396`9784 VALUE PER SQUARE FOOT -Comm $175 Value x Assessment Rate x Mill Levy = tax liability Value Assessment 2010 Mill Annual Rate Levy* Taxes $10396,978 x 2990 0.089630 =ME$36 311222 T. 2011 Existing Value Land 12014 Increment $270603.22 Christine Murray - CGO1317730 Certified General Appraiser, Lorimer County Assessor's Office *Mill levy subject to change. Approx values based on preliminary figures. MVLti-rAM1LY SI VUCNI NCNI AL MAI MtI WWAKABL1=5 tregory ! Subject I Comp 01 1 Comp 42 1 IrcelID 97231-07-003 97161-50-001 97161-63-001 isiness Name Capstone Student Housing University House Rams Pointe Rams Park Ication Prospect and College 2250 W Elizabeth 2226 W Elizabeth ty Fort Collins Ft. Collins Ft. Collins ming MMN - Med Density MMN - Med Density MMN - Med Density and size/acre or sq ft 379,408 691297 87991 operty type 221 Unit I92 Unit 48 Unit tudent Housing Rent Per Room? Yes Yes Yes um bldgs 2? 15 2 H Bldg Sqft 274047 240010 44736 aft per Unit 1240 1250 932 mr Built 2011 1996 2001 uality ? Average Average tsign ? Two Story/GL Fin Two Story/GL Fin 3rages? ? No No tory Height ? 84 a, mstruction type ? Wood Frame Wood Frame 3tal Units 221 192 48 ale Date Jun-07 Oct-07 ale Price $23,200,000 $7,000,000 ales Price per Unit I $1200833 I $145,833 djustment to Sale $350,386 $0 ime Adjusted Selling Price $22,849.614 $7,0000000 $119,068 $145,833 . A.Sales Price per Unit ge 15% 10% 7 aatlon 0% 0% djustment for Furnishings 0% -5% nit Size Adj 0% 0% mdition Adj 0% 0% 3tal Net Adjustments 15% 5% dj. Value per Unit $145,000 $136,860 $153,125 :)RRELATED MKT VALVE $320045,000 $144,992 This is only a guestimate: PP DEDUCTED FROM SALE PP SEPARATE FROM SALE ,ARKET VALUE: $32,045,000 $145,000 ALL MULTI -FAMILY IS CLA55IFIED RM VALUE: $32.800,000 $148,416 AS RESIDENTIAL PROPERTY AND 1EIGH7EO INCOME: $34,000,000 $153,846 VALUED BY THE MARKET MEDIAN APPROACH ONLY ACCORDING TO $32,948,333 COLORADO STATE STATUTE. _• AFEAL'1:q RO'JiE:C^T�EAD VAL: 337 l b _ t5.3 _ _ 9 INCOME APPROACH USED TO CTUAL INCOME YPICAL INCOME $36,400,000 CTUAL GRM $37,000,000 YPICAL GRIM $28,600,000 /EIGHiTEO'GRM $32'80b;0b0 VERIFY MARKET APPROACH ONLY, GRM (GROSS RENT MULTIPLIER) I5 DERIVED FROM INCOME/MKT AND USED TO VERIFY MARKET APPROACH AS WELL. i 'AX PROJECTION BELOW: 013 value, Taxes payable 2014 Value x Assessment Rate x Mill Levy = tax liability 'alue Assessment 2011 Mill Annual MPROVED RESIDENTIAL A550 AT 7.96%) Rate Levy" _ _ Taxes i330501 156 s 967e $239:01561 TIF INCREMENT $2364002.61 Bonne Ahart - CGO1316840 'ertified General Appraiser, Lorimer County Assessor's Office EXHIBIT G DEVELOPMENT AGREEMENT 24 ORDINANCE'NO. 154, 2013 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROPRIATING FUNDS FROM THE CITY'S GENERAL FUND RESERVES FOR TRANSFER TO THE FORT COLLINS URBAN RENEWAL AUTHORITY FOR THE PURPOSE OF URA REIMBURSEMENTS FOR THE CAPSTONE REDEVELOPMENT CORPORATION SUMMIT ON COLLEGE PROJECT, AND APPROVING A LOAN AGREEMENT FOR THAT PURPOSE WHEREAS, on June 6, 1978, the City Council adopted.Resolution 7849, adopting findings and establishing the Fort Collins Urban Renewal Authority (the "Authority") as an urban renewal authority, pursuant to Colorado Revised Statutes, Part 1 of Title 31, Article 25, as amended (the "Act"); and WHEREAS, by Resolution 2011-080, adopted and approved on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Act and appropriate for an urban renewal project; and WHEREAS, by Resolution 2011-0811 adopted and approved on September 6, 2011, the City Council adopted an urban renewal plan for the Midtown Area in Fort Collins, which established a tax increment district referred to as the Prospect South Tax' Increment District that includes the site of the Summit on College Redevelopment Project (the "Project"); and WHEREAS, by Resolution 2613-043, adopted and approved on May 7, 2013, the City Council adopted amendments to the previously adopted urban renewal plan for the Midtown Area (as amended, the "Urban Renewal Plan" or the "Plan"), and WHEREAS, the purpose of the Urban Renewal Plan is to eliminate blight and otherwise implement and further the above -referenced resolutions, and the purposes, policies, goals, and objectives of the Authority and the Plan, pursuant to the Act, and WHEREAS, on September 13, 2011, the Urban Renewal Authority Board approved a Redevelopment Agreement (the "Redevelopment Agreement") between the URA and Capstone Development Corporation ("Capstone") to provide financial assistance for certain improvements and enhancements required by the Project; and .WHEREAS, the Project is -located within the boundaries of the Plan and will generate an estimated $7,000,000 in tax increment funds over the life of the Project; and WHEREAS, on August 15, 2006, the City Council adopted Resolution 2006-082 authorizing an intergovernmental agreement between the City and the URA which provides that the City would provide support services to the. URA and advance funds to the URA in connection with URA redevelopment projects; and -1- WHEREAS, on July 5, 2011, the City Council adopted Resolution 2011-055, requiring that the intergovernmental agreement between the City and the URA expressly state that all loan arrangements between the City and the URA must be documented by a loan agreement and promissory note; and WHEREAS, the URA does not anticipate having sufficient tax increment revenues in 2013 to fund its contribution to the Project under the Redevelopment Agreement and City staff therefore recommends that the City lend the URA sufficient funds for that purpose in the amount of $5,000,000; and WHEREAS, there are sufficient prior year reserves in the General Fund to fund a loan to the URA for the purpose of reimbursing Capstone for the improvements and enhancements as described in the Redevelopment Agreement; and WHEREAS, City staff has prepared a proposed promissory note and loan agreement titled "Loan Agreement between the City of Fort Collins and the Fort Collins Urban Renewal Authority for Funding the Capstone Redevelopment Corporation Summit on College Project" (the "Loan Agreement"), attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, the City Manager recommends funding the loan to the URA from the General Fund prior year reserves; and WHEREAS, the City Investment Policy describing the City's Inter -Agency Loan Program, was updated in December 2012 to outline terms and requirements for City loans to outside agencies such as the URA, and was further updated through the adoption of Resolution 2013-090, of even date herewith, to reflect the City Council's intent to allow for exceptions to the Policy with express Council approval; and WHEREAS, the adopted Inter -Agency Loan Program calls for interest on loans with a term greater than 16 years to be the higher of the Treasury Note or Municipal Bond rate plus 0.5 percent, with a floor of 4.00 percent; and pursuant to this provision, the rate of interest for the proposed loan, based on early October rates, would be 4.96 percent; and WHEREAS, the Loan Agreement states that the URA will instead pay interest to the City at a rate of 2.68 percent per annum on the loaned funds, but will provide additional repayment by pledging 50 percent of future Prospect South property tax increment revenues, to the extent such revenues are unencumbered by URA obligations for the Project or other redevelopment projects in the Prospect South tax increment district, up to a maximum of $1,780,000; and WHEREAS, Article V, Section 9, of the City Charter permits the City Council to appropriate 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. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: -2- Section 1. The City Council hereby finds and determines, pursuant to the Constitution, the -laws of the State, the Charter and the Code of the City, and in accordance with the foregoing recitals, that adopting this Ordinance, entering into the Loan Agreement and performing all obligations set forth therein, are necessary, convenient, and in furtherance of the City's purposes and are in the best interests of the inhabitants of the City, and will serve the important public purposes of remedying blighted conditions within the Plan area and the Prospect South tax increment district pursuant to the Urban Renewal Plan, providing a catalyst for redevelopment in the Midtown Area, increasing sales tax revenues and job opportunities, and providing other economic and social benefits to the City and surrounding community, and the City Council hereby authorizes and approves the same. Section 2. That there is hereby appropriated from General Fund Reserves the sum -of FIVE MILLION DOLLARS ($5,000,000) for transfer to the Fort Collins Urban Renewal Authority and appropriated therein as an interest -bearing loan, to provide the Fort Collins Urban Renewal Authority with the necessary financial support to carry out its purposes and obligations under the Redevelopment Agreement for Capstone Development Corporation Infill Development, dated September 13, 2011, in accordance with the Loan Agreement. Section 3. That the Loan Agreement is hereby approved as an exception to the City's Investment Policy, and the City Manager is authorized to execute said Loan. Agreement on behalf of the City, subject to such modifications in form or substance, not inconsistent with the purposes or specific terms of this Ordinance, as the City Manager may, in consultation with the City Attorney, deem desirable and necessary to protect the City's interests. Introduced, considered favorably on first reading, and ordered published this 15th day of October, A.D. 2013, and to be presented for final passage on the 5th day of November, A.D. 2013. ATTEST: City Clerk � rc�l •• • AEAL Ito k Passed and adopted on final reading on the 5th day of November, A.D. 2013. ATTEST: City Clerk tiro OF '• • n ' or • y • r- • •to n• ko• o -4- Mayor Tern EXHIBIT A LOAN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND THE FORT COLLINS URBAN RENEWAL AUTHORITY FOR REIMBURSEMENTS FOR THE CAPSTONE REDEVELOPMENT CORPORATION INFILL DEVELOPMENT (SUMMIT ON COLLEGE PROJECT) THIS LOAN AGREEMENT (the "Agreement") made this _ day of November, 2013 by and between the CITY OF FORT COLLINS, COLORADO, a municipal corporation, (the "City"), and FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado, (the "URA" or "Borrower"). f RECITALS A. Borrower is an urban renewal authority.for the City, created pursuant to Colorado Revised Statutes Part 1 of Title 31, Article 25, as amended (the "Act"). u B. Borrower was created to prevent and eliminate conditions related to certain "blight factors" in the community. The Ad gives the Borrower broad -powers to carry out its statutory mandate. Included are the powers to enter into contracts, borrow or lend funds and to acquire property, among others. Urbaii ri dnewal projects may be financed in a variety of ways and urban renewal authorities are authorized to borrowAiioney, issue bonds, and accept grants from public or private sources.. C. By Resolution 2011-080; adopted and approved on September 6, 2011, the City .4 4 Council found -and declared that the arealdescribed`in such Resolution (the "Midtown Area") is a blighted area as described in the Act and appropriate for an urban renewal project. D. By Resolution 2011-081, adopted and approved on September 6, 2011, the City Council adopted an urban renewal plan for the Midtown Area in Fort Collins, which area includes the Property. E. By Resolution 2013-043, adopted and approved on May 7, 2013, the City Council I.PIIII adopted amendments to the previously adopted urban renewal plan for the Midtown Area (as amended, the "Urban Renewal Plan" or the "Plan"), the purpose of which is to eliminate blight and otherwise implepient and further the above -referenced Resolutions, and the purposes, policies, goals, and objectives of the Borrower and the Plan, pursuant to the Act. F. By the Intergovernmental Agreement approved and amended by City of Fort Collins City Council Resolution 2006-082 and Resolution 2011-055, the City may advance funds to the Borrower in support of its activities so long as any such advance of funds is evidenced in writing in the form of a loan agreement and promissory note, and has been approved by both the City Council and the Board of Commissioners of the URA (the "Board"). G. On September 13, 2011, the Board approved a Redevelopment Agreement (the "Redevelopment Agreement") between the URA and Capstone Development Corporation ("Capstone") to provide financial assistance for certain improvements and enhancements required by the Summit on College Redevelopment Project (referred to in the Redevelopment Agreement and hereinafter as the "Project"); and H. In accordance with the Redevelopment Agreement the Borrower is obligated to reimburse Capstone for certain costs relating to the design, construction and reconstruction of all improvements, infrastructure, parking, streets, rights -of -way, buildings, structures, signage, and landscaping to be constructed as,part of the Project. I. The Borrower has requested that the City provide funding in thdTorm of a loan to the Borrower for these obligations up to an amount not to exceed, Five Million Dollars ($5,000,000) and City has agreed to make a loan on the terms'and conditions hereinafter. set forth (the "Loan"). J. The Project is within the Prospect South 'ax Increment District established in the Plan, and tax increment financing for the Project is speciticallypermitied pursuantto Section 7 of the Plan, and is expected to generate an estimated Seven Million Dollars ($7,000,000) in tax increment revenues over the life of the Project. K. The City Council has approved.this Loan Agreement -by its final adoption of Ordinance No. 2013, on November 5, 2013, and the Board has approved this Loan Agreement by its adoption of Resolution _, on November 5:2013. NOW, THEREFORE, in consideration of thb.mutual covenants and agreements herein contained, the parties agree as follows: Section 1. The Loan. After the effective date of this Agreement (the "Effective Date") and the execution'of. aTpinissory;note and other documents as may reasonably be required, tlid'City will loan the Borrower upon demand hereunder an amount not to exceed Five Million Dbllars ($5,000,000): All fiinds received by the Borrower hereunder shall be used for the purposes described herein and in the Redevelopment Agreement. Sedii6h 2, Intcrest. Interest on the Loan will accrue at a rate equal to 2.680% per annum. Section 3.0 Pa gent. Principal and accrued interest will be due and payable by the Borrower to the City as set forth in the payment schedule contained on Exhibit A, attached hereto and incorporated herein by this reference. Payments will apply to interest first, then to principal. If there is unpaid interest at the end of any calendar year, the shortfall will be added to the outstanding balance, resulting in the compounding of interest. All unpaid principal, interest, default interest, fees and charges for the Loan shall mature on December 31, 2037. Section 4. Additional Amounts Due. In light of the interest rate reduction agreed upon by the City in connection with the Loan, the Borrower has agreed to make additional 2 payment to the City each year of this Agreement until the Loan has been fully repaid, no later than December 31", in an amount equal to 50 percent of the total property tax increment revenues received by the Borrower from the Prospect South Tax Increment District in that year, after subtraction of all amounts the Borrower is or has become legally obligated to pay from that year's revenues. The total of payments made by Borrower to the City under this Section 4 shall not exceed One Million Seven Hundred and Eighty Thousand Dollars ($1,780,000). P Section 5. Prepayment. Borrower, in its sole discretion, may prepay all or any portion of the payments due under this Agreement at any time and that prepayment will be without any prepayment penalty. If a prepayment is made, the funds will go first toward any interest which has accrued and the balance then applied to the reduction of principal. The URA shall continue to be obligated to make additional payments pursuant to Section 4, in the event of prepayment of scheduled debt service required in Section 3, until' the URA has paid -the amount of the shortfall in interest considering the interest paid compared to interest accrued at the rate of percent per annum (sometimes referred to as "Policy interest")-asoof the payment date, as illustrated on Exhibit C, attached hereto and incorporated herein by this reference. Section 6. Tracking. Borrower agrees to n}aintainia separate payable line -item within its accounting system to track the Loan. Section 7. Promissoa Note.. `Borrower'•s obligations hereunder shall be documented in a Promissory Note in substantially, ilic form set forth as Exhibif B, attached hereto and incorporated herein by this reference. „ Section 6. Notice". Any,notice" requi' ed to be delivered in writing will be accomplished by persona l"delivery or mailing postage prepaid by the United States Postal Service, or other commercial carrier to the following addresses: If.to the City City of ForttColliris Director of Finance PO Box 580 Fort Collins, CO 80522-0580 If to the Borrower :Fort Collins Urban Renewal Authority Director of Advance Planning PO Box 580 Fort Collins, CO 80522-0580, Section 7. Entire Agreement. This Agreement will be construed according to its -fair meaning, as if prepared by both Parties, and constitutes the entire understanding and agreement of the Parties related to the matters addressed in this Agreement. K ATTEST: By: City Clerk APPROVED AS TO FORM: By: Deputy City Attorney u CITY: CITY OF FORT COLLINS, COLORADO, a municipal corporation By: Karen Weitkunat, Mayor BORROWER: FORT COLLTNS `URBAN RENEWAL 1p AUTHORITY, a public body corporate and politic of tlic State of Colorado. By. Darin Atteberry, Executive Director 2 EXHIBIT A Urban Renewal Authority Propect South T1F District - The Summit project Loan from City General Fund to URA Loan Amount 5,000,000.00 Interest Rate 2.68000% Start Date 6-Nov-13 Matures 31-Dec-37 Years 24 1/6 Year of. Loan Date Payment Interest Principal Balance 0 6-Nov-13 5,000,000.00 116 31-Dec-13 - 5,000,000.00 1.17 31-Dec-14 58,267.69 134,000.00 (75,732,31) 5,075,732.31 2.17 31-Dec-15 268,946.07 1360029.63 1327916.44 4,942,815.87 3.17 31-Dec-16 274,324.99 132,467.47 1417857.52 45600,958.35 4.17 31-Dec-17 274,324.99 1281665.68 1457659.31 41655,299.04 5.17 31-Dec-18 279,811.49 124,762.01 155,049,48 4,5007249.56 6.17 31-Dec-19 2790811.49 120,606.69 1599204.80 4,341,044.76 7.17 31-Dec-20 2850407.72 1167340.00 1690067.72 41171,977.04 8.17 31-Dec-21 285,407.72 111 t808.98 1737598.74 319981378.30 9.17 31-Dec-22 291,115.88 107,156.54 183,959.34 3,814,418.96 10.17 31-Dec-23 2912115.88 102,226A3 188,889.45 35625,529,51 11.17 31-Dec-24 296,938.20 97,164.19 1990774.01 3,425,755.50 12.17 31-Dec-25 296,938.20 91,810.25 205,127.95 31220,627.55 13.17 31-Dec-26 302,876.96 86,312.82 216,564A4 31004,063.41 14.17 31-Dec-27 3020876.96 80,508.90 222,368.06 21781,695.35 15,17 31-Dec-28 3081934.50 74,549.44 2341385.06 21547,310.29 16.17 31-Dec-29 308,934.50 68,267,92 240,666.58 2,306,643.71 17.17 31-Dec-30 315,113.19 61,818.05 253,295.A4 2,053,348.57 .18.17 31-Dec-31 315,113.19 55,029.74 260,083.45 117937265.12 19.17 31-Dec-32 321,415.45 481059.51 273,355.94 1,519,909.18 20.17 31-Dec-33 3219415.45 40,733.57 280,681.88 11239,227.30 21.17 31-Dec-34 3270843.76 33,211.29 294,632.47 9447594.83 22.17 31-Dec-35 3270843.76 251315.14 3029528.62 642,066.21 23.17 31-Dec-36 334,400.64 17,207.37 317,193.27 324,872.94 24.17 31-Dec-37 333$79.53 81706.59 324,872.94 L 7, 002,758.21 21002,758.21 51000,000.00 EXHIBIT B to LOAN AGREEMENT PROMISSORY NOTE S5,000,000 November _, 2013 FOR VALUE RECEIVED, FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado ("Borrower"), promises to pay to the order of THE CITY OF FORT COLLINS, COLORADO, a municipal corporation ("Lender"), at its office at 300 LaPorte Avenue, Fort Collins, Colorado 80524, in lawful money of the United States of America the principal amount of Five Million Dollars ($5,000,000) (the "Loan Amount"). This Promissory Note is issued pursuant to the Loan Agreement between the City of Fort Collins and The Fort Collins Urban Renewal Authority For Reimbursements for the Capstone Redevelopment Corporation Infill Development (Summit on College Project), which Loan Agreement is dated November2013 (the "Agreement"). Capitalized terms used herein but not defined herein have the meanings given such terms in the Agreement. The obligations of Borrower evidenced by this Promissory Note are payable in accordance with the terms and conditions of the Agreement. 1 The rate of interest on the Loan Amount is a fixed rate equal to 2.68% per annum ("Interest Rate"). As additional consideration for the Loan, Section 5 of the Agreement requires that the Borrower make an additional payment to the City each year of this Agreement until the Loan has been fully repaid, no later than December 31", in -an amount equal to 50 percent of the total property tax increment revenues received by the Borrower from the Prospect South Tax Increment District in that year, after subtraction of all amounts the Borrower is or has become legally obligated to pay from that year's revenues. The total of payments made by Borrower to the City under this Section 4 shall not exceed One Million Seven Hundred and Eighty Thousand Dollars ($1,780,000). All unpaid Principal and accrued interest, and any additional amount due pursuant to Section 4 of the Agreement, will be due and payable on the maturity date. The annual interest rate of this Promissory Note is computed on a 360 day year basis, multiplied by the actual number of days elapsed. This Promissory Note shall mature on December 31, 2037. At such time all unpaid principal, interest, default interest, fees and charges, and any additional amount due and owing under this Note shall be deemed payable in full. Unless otherwise agreed or required by applicable law, payments will apply to interest first, then to principal. If there is unpaid interest at the end of any calendar year, the shortfall will be added to the outstanding balance, resulting in the compounding of interest. Borrower, in its sole discretion, may prepay all or any portion of the payments due under this Agreement at any time and that prepayment will be without. any prepayment penalty. If a prepayment is made, the funds will go first toward any interest which has accrued and the balance then applied'to the reduction of principal. Borrower shall continue to be obligated to make additional payments pursuant to Section 4 of the Agreement in the event of prepayment of scheduled debt service required in Section 3 of the Agreement, until Borrower has paid the amount of the shortfall in interest considering the interest paid compared to interest accrued at the rate of _ percent per annum (sometimes referred to as "Policy Interest") as of the payment date, as described in Section 5 of the Agreement. If Lender,refers this Note to an attorney for collection or seeks legal advice following a default beyond all cure periods alleged under this Note, or the Lender is the prevailing party in any action instituted on this Note, or if any other judicial or non -judicial action, suit or proceeding is instituted by Lender or any future holder of this Note, and an attorney is employed by Lender to appear in any such action or proceeding, or to reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender's interest in this Note, the Agreement or any other security for this Note (including, but not limited to, proceedings under federal bankruptcy law or in connection with any state or federal tax lien), then Borrower promises to pay reasonable attorneys' fees and reasonable costs and expenses incurred by Lender and/or its attorney in connection with the above -mentioned events. If not paid within ten (10) days after such fees become due and written demand for payment is made, such amount shall be due on demand or may be added to the principal, at the Lender's discretion. Should any payment or installment hereunder be not paid when the same becomes due and payable, Borrower recognizes that the Lender will incur extra expenses for both the administrative cost of handling delinquent payments and the cost of funds incurred by Lender after such due date as a result of not having received such payment when due. Therefore, Borrower shall, in such event, without further notice, and without prejudice to the right of Lender to collect any other amounts provided to be paid herein, including default interest or to declare a default hereunder, pay to Lender to cover such expenses incurred as a result.of any installment payment due being not received within ten (10) days of its due date, a "late charge" of -five percent (5%) of the amount of such delinquent payment. Except as otherwise provided herein, the Borrower waives presentment and demand for payment, notice of acceleration or of maturity, protest and notice of protest and nonpayment, bringing of suit and diligence in taking any action to collect sums owing hereunder and agrees that its liability on this Note shall not be affected by any release or change in any security for the payment of this Note or release of anyone liable hereunder. No extension of time for the payment of this Note, or any installment or other modification of the terms made by the Lender with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this' Note of the Borrower, even provided the Borrower is a party to such agreement. In no event whatsoever shall the amount paid, or agreed to be paid, to the holder of this Note for the use, forbearance or retention of the money to be advanced hereunder ("Interest") exceed the maximum amount permissible under applicable law. If the performance or fulfillment of any provision hereof or of the Agreement or any other document between Borrower and the Lender of this Note shall result in Interest exceeding the limit for interest prescribed by law, then the amount of such Interest shall be reduced to such limit. If, from any circumstance whatsoever, the Lender of this Note should receive as Interest, an amount which would exceed the highest lawful rate, the amount which would be excessive Interest shall be 2 applied to the reduction of the principal balance owing (or, at the option of the Lender, be paid over to Borrower) and not to the payment of Interest. If any provision hereof or any provision of the Agreement shall, for any reason and to any extent, be invalid or unenforceable, then the remainder of the document or instrument in which such provision is contained shall not be affected thereby but instead shall be enforceable to the maximum extent permitted by law. Borrower and Lender hereby knowingly, voluntarily, and intentionally waive any -rights they may have to a trial by jury in respect of any litigation based hereon or arising out of, under or in connection with this note or any course of conduct, course of dealing, statements (whether oral or written) or actions of the other party. This Promissory Note shall be construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note as of the day and year first above written. BORROWER: FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado. By: Darin Atteberry, Executive Director Dated: .3- EXHIBIT C Urban Renewal Authority Propect South TIF District - The Summit project Loan from City General Fund to URA Revenue Sharing - Ongoing Tracking Year of Difference 50% Revenue Unpaid Rev Loan Date Agreed Interest Policy Interest Owed shared Share Balance 0 6-Nov-13 - 0.17 31-Dec-13 - - - 1.17 31-Dec-14 1345000.00 289,416.00 155,416.00 155,416.00 2,17 31-Dec-15 136,029.63 2483000.00 111,970.37 267,386.37 3.17 31-Dec-16 132,467.47 241,984.13 109,516.66 376,903.03 4.17 31-Dec-17 128,665.68 2359669.87 107,004.19 483,907.22 5.17 31-Dec-18 124.762.01 229,042A2 104,280.41 5880187.63 6.17 31-Dec-19 120,606.69 222,086.25 101,479.56 689,667.19 7.17 31-Dec-20 116,340.00 214,785.05 98,445.05 788,112.24 8.17 31-Dec-21 111,808.98 2071121.72 95,312.74 883,424.98 9.17 31-Dec-22 107,156.54 199,078.28 919921'.74 975,346.72 10.17 31-Dec-23 102,226.43 190,635.89 88,409.46 110631756.18 11.17 31-Dec-24 97,164.19 181,774.76 84,610.57 111483366.75 12.17 31-Dec-25 91,810.25 172,474.11 8003.86 1,229,030.61 13.17 31-Dec-26 86,312.82 162,712,16 76,399.34 13305,429.95 14,17 31-Dec-27 80,508.90 1527466.01 719957.11 11377,387.06 15.17 31-Dec-28 74,549.44 141,711.65 67,162.21 11444,549.27 16.17 31-Dec-29 68,267.92 130,423.87 62,155.95 11506,705.22 17.17 31-Dec-30 61,818.05 118,576.22 56,758.17 1,563,463.39 18.17 31-Dec-31 55,029.74 106,140.93 51,111.19 1,614,574.58 19.17 31-Dec-32 48,059.51 93,088.85 45,029.34 1,659,603.92 20.17 31-Dec-33 40,733.57 79,389.38 38,655.81 1,698,259.73 21.17 31-Dec-34 33,211,29 65,010.42 31,799.13 1,730,058.86 22.17 31-Dec-35 25,315.14 49,918.26 24,603.12 10754,661.98 23,17 31-Dec-36 17,207.37 34,077.53 167870.16 1,771,532.14 24.17 31-Dec-37 80706.59 17,451.11 8,744.52 1,780t276.66 21002,758.21 31783,034.87 1,780,276.66 - Historical Prelim._ Projected Assumpt7ons URA Mill Levy 91.634 AV Reassessment Rate 2.00% AV Off Cycle Growth Rate 0.50% Refinancing Scenarios (Net of DSCIR and interest earnings) Current DS Dependent Current DS- Current DS Difference b/t FVE AV Est. Mill Levy Est. TIF Revenues Prospect South Capstone Policy Interest Policy Int. & DS 50% Rev. Share Aggregate DS DSCR BBB+ DSCR A DSCR AA- DSCR BBB+ A AA- $ 15,734,281 $ 349,172 $ 6,126,894 $ 2,767,965 $ 1,296,369 $ 11538,342 $ 8,014,409 $ 6,343,395 1.94x $ 61178,204 1.99x $ 6,150,782 2.O1x $ 793,607 $ 958,798 $ 986,220 7,137,002 Min Min Min 2018 $ 5,820,420 90,828 $ 528,657 $ 17,459 $ 279,811 $ 229,042 $ 104,280 $ 124,965 $ 422,235 1.25x $ - $ - $ - $ - $ - $ - 2019 6,690,467 91,634 613,074 17,459 279,811 222,086 101,480 157,902 455,172 1.35x - - - - - - 2020 7,975,601 91.634 730,836 17,459 285,408 214,785 98,445 213,985 516,851 1.41x 376,033 1.94x 366,616 1.99x 3621878 2.O1x 140,818 150,235 153,973 2021 8,015,479 91,634 734,490 17,459 285,408 207,122 95,313 215,812 518,678 1.42x 371,189 1.98x 361,709 2.03x 363,194 2.02x 147,489 156,969 155,494 2022 8,175,789 91,634 749,180 17,459 291,116 199,078 91,922 220,303 528,877 1.42x 375,909 1.99x 361,932 2.07x 363,694 2.06x 152,968 166,946 165,183 2023 8,216,668 91,634 752,926 17,459 291,116 190,636 88,409 222,176 530t750 1.42x 375,159 2.O1x 361,807 2.08x 363,849 2.07x 155,591 168,944 166,901 2024 8,381,001 91,634 767,985 17,459 296,938 181,775 84,611 226,794 541,191 1.42x 374,549 2.05x 361,834 2.12x 359,299 2.14x 166,641 179,356 181,891 2025 8,422,906 91,634 771,825 17,459 296,938 172,474 80,664 156,405 470,802 1.64x 373,699 2.07x 366,634 2.11x 359,619 2.15x 97,103 104,168 111,183 2026 8,591,364 91,634 787,261 17,459 302,877 162,712 76,399 320t336 2.46x 372,472 2.11x 365,829 2.15x 364,319 2.16x (52,136) (45,494) (43,984) 2027 8,634,321 91,634 791,197 17,459 302,877 152,466 71,957 320t336 2.47x 375,992 2.10x 364,779 2.17x 363,544 2.18x (55,556) (44,444) (43,209) 2028 8,807,007 91,634 807,021 17,459 308,935 141,712 67,162 326,393 2.47x 373,992 2.16x 363,619 2.22x 362,524 2.23x (471599) (37,226) (36,131) 2029 8,851,042 91,634 811,056 17,459 308,935 130,424 62,156 326,393 2.48x 371,439 2.18x 361,922 2.24x 360,827 2.25x (45,046) (35,529) (34,434) 2030 91028,063 91,634 827,278 17,459 315,113 118,576 56,758 332,572 2.49x 373,464 2.22x 364,817 2.27x 363,722 2.27x (401892) (32,245) (31,150) 2031 91073,203 91,634 831,414 17,459 315,113 106,141 51,111 332,572 2.50x 375,064 2.22x 362,317 2.29x 361,072 2.30x (421492) (29,745) (28,500) 2032 91254,668 91,634 948,042 17,459 321,415 93,089 45,029 338,874 2.50x 371,229 2.28x 364,539 2.33x 363,294 2.33x (32,355) (25,665) (24,420) 2033 91300,941 91,634 852,282 17,459 321,415 79,389 38,656 338,874 2.52x 372,094 2.29x 366,349 2.33x 360,262 2.37x (33,220) (27,475) (21,388) 2034 91486,960 91,634 869,328 17,459 327,844 65,010 31,799 345,302 2.52x 372,507 2.33x 362,737 2.40x 361,942 2.40x (27,204) (17,434) (16,640) 2035 91534,394 91,634 873,675 17,459 327,844 49,918 24,603 345,302 2.53x 372,457 2.35x 363,827 2.40x 363,197 2.41x (27,154) (18,524) (17,895) 2036 91725,082 91,634 891,148 17,459 334,401 34,078 16,870 351,859 2.53x 371,934 2.40x 364,477 2.45x 364,017 2.45x (20,075) (12,618) (12,158) 2037 9,773,708 91.634 895,604 17,459 3330580 17,451 8,745 351,039 2.55x (5,788) (7,541) (100476) 356,827 358,580 361,514 Notes. 888+scenario assumes current rates plus 25 bps as of 912612019 A and AA -scenarios assume current BQ rates as of 912612019 ORDINANCE NO, 169, 2014 OF THE COUNCIL OF THE CITY OF FORT COLLINS APPROPRIATING FUNDS FROM THE CITY'S GENERAL FUND RESERVES FOR TRANSFER TO THE FORT COLLINS URBAN RENEWAL AUTHORITY FOR THE PURPOSE OF URA REIMBURSEMENTS FOR THE PROSPECT STATION PROJECT, AND APPROVING A LOAN AGREEMENT FOR THAT PURPOSE WHEREAS, the Fort Collins Urban Renewal Authority (the "URA") was created on January 5, 1982, by City Council's adoption of Resolution 1982-010, which Resolution designated the City Council as the Board of Commissioners of the Authority; and WHEREAS, by Resolution 2011-080, adopted on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Part 1, Article 26, Title 31 of the Colorado Revised Statutes (the "Act") and under the Act the Midtown Area is an area appropriate for urban renewal projects; and WHEREAS, by Resolution 2011-081, adopted on September 6, 2011, the City Council approved an urban renewal plan for the Midtown Area in Fort Collins, which plan was amended by City Council on May 7, 2013, in Resolution 2013-043 (the "Midtown Plan"); and WHEREAS, the Midtown Plan established a tax increment district referred to as the Prospect South Tax Increment District (the "TIF District") that includes the site of the Prospect Station Redevelopment Project (the "Project"); and WHEREAS, on September 17, 2013, the URA Board (the Board") approved a Redevelopment Agreement (the "Redevelopment Agreement") between the Authority and Prospect Station, LLC (the "Developer") to provide financial assistance for certain improvements and enhancements for the Project; and WHEREAS, by Resolution 2013-079, adopted on September 17, 2013, the City Council declared its intent to fund a loan to the URA for the Project; and WHEREAS, on August 15, 2006, the City Council adopted Resolution 2006-082 authorizing an intergovernmental agreement. between the City and the URA providing that the City would provide support services to the URA and advance funds to the URA in connection with URA redevelopment projects; and WHEREAS, on July 5, 2011, the City Council adopted Resolution 2011-055, requiring that the intergovernmental agreement between the City and the URA expressly state that all loan arrangements between the City and the URA must be documented by a loan agreement and promissory. note; and WHEREAS, URA staff has prepared a loan agreement titled "Loan Agreement between the City of Fort Collins and the Fort Collins Urban Renewal Authority for Reimbursement for -I- Prospect Station, LLC Infill Development," a copy of which is attached as Exhibit "A" and incorporated herein (the "Loan Agreement"); and WHEREAS, attached as Exhibit A to the Loan Agreement is the promissory note proposed to evidence the loan under the Loan Agreement (the "Promissory Note"); and WHEREAS, the Loan Agreement and the Promissory Note provide that the City will loan the URA up to $247,000, the unpaid principal balance of which will accrue interest at the rate of 4.5 percent per annum compounded annually until paid in full; and WHEREAS, there are sufficient prior year reserves in the General Fund to fund a loan to the URA for the purpose of reimbursing the Developer for the improvements and enhancements as described in the Redevelopment Agreement; and WHEREAS, the City Manager recommends funding the loan to the URA from the General Fund prior year reserves; and WHEREAS, Article V, Section 9, of the City Charter permits the City Council to appropriate 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. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. The City Council hereby finds and determines, pursuant to the Constitution,_ the laws of the State, the City Charter and Code, and in accordance with the foregoing recitals, that adopting this Ordinance, entering into the Loan Agreement and performing all obligations set forth therein, are necessary, convenient, and in furtherance of the City's purposes and are in the best interests of the inhabitants of the City, and will .serve the important public purposes bf remedying blighted conditions within the Midtown Area and the TIF District pursuant to the Midtown Plan, providing a catalyst for redevelopment in the Midtown Area, increasing sales tax revenues and job opportunities, and providing other economic and social benefits to the City and surrounding community, and the City Council hereby authorizes and approves the same. Section 2. That there is hereby appropriated from General Fund Reserves the sum of TWO HUNDRED AND SEVENTY FOUR THOUSAND DOLLARS ($274,000) for transfer to the URA as an interest -bearing loan, to provide the URA with the necessary financial support to carry out its purposes and obligations under the Redevelopment Agreement. Section 3. That the Loan Agreement is hereby approved, and the Mayor is authorized to execute the Loan Agreement on behalf of the City, subject to such modifications in form or substance, not inconsistent with the purposes or specific terms of this Ordinance, as the City Manager may, in consultation with the City Attorney, deem desirable and necessary to protect the City's interests. -2- Introduced, considered favorably on first reading, and ordered published this 2nd day of December, A.D. 2014, and to be presented for Final passage on the 16th day of December, A.D. 2014. ATTEST: City Clerk Passed and adopted on final reading on the 16th day of December, A.D. 2014. ATTEST: City Clerk r�14CO4 i� ••Iy •N DEAL . .so -3- Ma ME EXHIBIT "A" LOAN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND THE FORT COLLINS URBAN RENEWAL AUTHORITY FOR REIMBURSEMENTS FOR PROSPECT STATION, LLC USMLL DEVELOPMENT (PROSPECT STATION) THIS LOAN AGREEMENT (this "Agreement") is made this _ day of November, 2014 (the "Effective Date") by and between the CITY OF FORT COLLINS, COLORADO, a home rule municipal corporation, (the "City"), and FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado, (the "URA" or `Borrower"). RECITALS A. Borrower is the urban renewal authority for the City, created pursuant to Colorado Revised Statutes Part 1 of Title 31, Article 25, as amended (the "Act"). B. Borrower was created to prevent and eliminate conditions related to certain "blight factors" in the community. The Act gives the Borrower broad powers to carry out its statutory mandate. Included are the powers to enter into contracts, borrow or lend funds and to acquire property, among others. Urban renewal projects may be financed in a variety of ways and urban renewal authorities are authorized to borrow money, issue bonds, and accept grants from public or private sources. C. By Resolution 2011-080, adopted and approved on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Act and appropriate for an urban renewal project. D. By Resolution 2011-081, adopted and approved on September 6, 2011, the City Council adopted an urban renewal plan for the Midtown Area in Fort Collins. E. By Resolution 2013-043, adopted and approved on May 7, 2013, the City Council adopted amendments to the previously adopted urban renewal plan for the Midtown Area (as amended, the "Urban Renewal Plan" or the "Plan"), the purpose of which is to eliminate blight and otherwise implement and further the above -referenced Resolutions, and the purposes, policies, goals, and objectives of the Borrower and the Plan, pursuant to the Act. F. By the Intergovernmental Agreement approved and amended by City of Fort Collins City Council Resolution 2006-082 and Resolution 2011-055, the City may advance funds to the Borrower in support of its activities so long as any such advance of funds is evidenced in writing in the form of a loan agreement and promissory note, and has been approved by both the City Council and the Board of Commissioners of the URA (the "Board"). G. On September 17, 2013, the Board approved a Redevelopment Agreement (the `Redevelopment Agreement") between the URA and Prospect Station, LLC ("Prospect Station") to EXHIBIT "A" provide financial assistance for certain improvements and enhancements required by the Prospect Station Redevelopment Project (referred to in the Redevelopment Agreement and hereinafter as the "Project"); and H. The Project is located within the Midtown Area. I. In accordance with the Redevelopment Agreement the Borrower is obligated to reimburse Prospect Station for certain costs relating to the design, construction and reconstruction of all improvements, infrastructure, parking, streets, rights -of -way, buildings, structures, signage, and landscaping to be constructed as part of the Project. J. The Borrower has requested that the City provide funding in the form of a loan to the Borrower for these obligations up to an amount not to exceed Two Hundred and Forty Seven Thousand Dollars ($247,000) and City has agreed to make a loan on the terms and conditions hereinafter set forth (the "Loan"). K. The Project is within the Prospect South Tax Increment District (the "Prospect South TIF District") established in the Plan, and tax increment financing for the Project is specifically permitted pursuant to Section 7 of the Plan, and is expected to generate an estimated Eight Hundred and Sixty Five Thousand ($865,000) in tax increment revenues over the life of the Project. L. The City Council has approved this Loan Agreement by its final adoption of Ordinance No. XXXX, 2014, on December 16, 2014, and the Board has approved this Loan Agreement by its adoption of Resolution XXX, on November 18, 2014. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: Section 1. The Loan. After the Effective Date and the execution of a promissory note and other documents as may reasonably be required by the City, the City will loan the Borrower upon demand hereunder an amount not to exceed Two Hundred and Forty. Seven Thousand Dollars ($247,000). All funds received by the Borrower hereunder shall be used for the purposes described herein and in the Redevelopment Agreement, Section 2. Interest. Interest on the Loan will accrue at a rate equal to 4.5% per annum compounded annually. Section 3. Payment. Principal and accrued interest will be due and payable by the Borrower to the City as set forth in the payment schedule contained on Exhibit A. attached hereto and incorporated herein by this reference. The Borrower's payments under this Agreement and the Promissory Note described in Section 6 shall only be made from the Borrower's revenues received from the Prospect South TIF District. Payments will apply to interest first, then to principal. If there is unpaid interest at the end of any calendar year, the shortfall will be added to the outstanding balance, resulting in the compounding of interest. All unpaid principal, interest, default interest, fees and charges for the Loan shall mature on December 31, 2037. N EXHIBIT "A" Section 4. Prepayment. Borrower, in its sole discretion, may prepay all or any portion of the payments due under this Agreement at any time and that prepayment will be without any prepayment penalty. If a prepayment is made, the funds will go first toward any interest which has accrued and the balance then applied to the reduction of principal. Any partial prepayment shall not postpone the due date of any subsequent payments or change the amount of such payments as required in Exhibit A. Section 5. Tracking. Borrower agrees to maintain a separate payable line -item within its accounting system to track the Loan. Section 6. Promissory Note. Borrower's obligations hereunder shall be documented in a Promissory Note in substantially the form set forth as Exhibit B. attached hereto and incorporated herein by this reference. Section 7. Notice. Any notice required to be delivered in writing will be accomplished by personal delivery or mailing postage prepaid by the United States Postal Service, or other commercial carrier to the following addresses: If to the City City of Fort Collins Director of Finance PO Box 580 Fort Collins, CO 80522-0580 If to the Borrower Fort Collins Urban Renewal Authority Redevelopment Program Manager PO Box 580 Fort Collins, CO 80522-0580, Section 8. Entire Agreement. This Agreement shall be construed according to its fair meaning, as if prepared by both parties, and it shall constitute the entire understanding and agreement of the parties related to the matters addressed in this Agreement. CITY. CITY OF FORT COLLINS, COLORADO, a municipal corporation By: Karen Weitkunat, Mayor C J f W7:1100119 _M ATTEST: By: City Clerk APPROVED AS TO FORM: By: Senior Assistant City Attorney 1 BORROWER: FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado_ By: Darin Atteberry, Executive Director 4 Exhibit "A" to Loan Agreement Midtown URA Prospect Station Reimbursement Agreement to City from the URA (General Fund) Reimbursement Amount 247,000.00 Interest Rate 4.500% Payment $170458.58 Time in Start Date 31-Dec-15 Matures 31-Dec-37 Payment Years 23 Years Date Payment Interest Principal Balance 1.000 31-Dec-15 $ (17,458.58) $ (11,115.00) $ (61343.58) (240,656.42) 2.000 31-Dec-16 (17,458.58) (109829.54) (61629.04) (234,027.38) 3.000 31-Dec-17 (17,458.58) (10,531.23) (61927, 35) (227,100,03) 4.000 31-Dec-18 (17,458.58) (10,219.50) (71239,08) (219,860.95) 5.000 31-Dec-19 (17,458.58) (91893.74) (7,564.84) (212,296.11) 6.000 31-Dec-20 (17,458.58) (91553.32) (7,905.26) (204,390-85) 7.000 31-Dec-21 (179458.58) (91197.59) (8,260.99) (196,129,86) 8.000 31-Dec-22 (17,458.58) (81825.84) (81632.74) (187,497.12) 9.000 31-Dec-23 (17,458.58) (81437,37) (91021.21) (178,475.91) 10.000 31-Dec-24 (17,458.58) (8r031.42) (91427.16) (169,048.75) 11.000 31-Dec-25 (17,458.58) (71607.19) (91851.39) (159,197.36) 12.000 31-Dec-26 (17,458.58) (71163.88) (10,294.70) (1482902,66) 13.000 31-Dec-27 (17,458.58) (66700.62) (10,757.96) (1380144.70) 14.000 31-Dec-28 (17,458,58) (61216.51) (11,242.07) (126,902.63) 15.000 31-Dec-29 (17,458.58) (51710,62) (11,747.96) (115,154.67) 16.000 31-Dec-30 (17,458,58) (51181,96) (12,276.62) (102,878.05) 17.000 31-Dec-31 (177458.58) (40629.51) (12,829.07) (90,048.98) 18.000 31-Dec-32 (17,458.58) (4,052.20) (13,406.38) (76,642.60) 19.000 31-Dec-33 (17,458.58) (3,448.92) (14,009,66) (62,632.94) 20.000 3.1-Dec-34 (17,458,58) (2,818.48) (14,640.10) (47,992.84) 21.000 31-Dec-35 (17,458,58) (21159.68) (15,298.90) (32,693.94) 22.000 31-Dec-36 (171458,58) (11471.23) (15,987,35) (16,706.59) 23.000 31-Dec-37 (171458.39) (751,80) (16,706.59) 0.00 $ (4019547.15) $(154,547.15) $ (247,000.00) Exhibit " B" to Loan Agreement PROMISSORY NOTE $247,000 November. 2014 FOR VALUE RECEIVED, THE FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado ("Borrower"), promises to pay to the order of THE CITY OF FORT COLLINS, COLORADO, a home rule municipal corporation ("Lender"), at its office at 300 LaPorte Avenue, Fort Collins, Colorado 80524, in lawful money of the United States of America the principal amount of Two Hundred and Forth Seven Thousand Dollars ($247,000) (the "Loan Amount"). This Promissory Note is issued pursuant to the "Loan Agreement between the City of Fort Collins and the Fort Collins Urban Renewal Authority for Reimbursements for the Prospect Station Infill Development (Prospect Station)", which Loan Agreement is dated November_, 2014 (the "Agreement"). Capitalized terms used herein but not defined herein have the meanings given such terms in the Agreement. The obligations of Borrower evidenced by this Promissory Note are payable in accordance with the terms and conditions of the Agreement. The rate of interest on the Loan Amount is a fixed rate equal to 4.5% per annum compounded annually ("Interest Rate"). This Promissory Note shall mature on December 31, 2037. At such time all unpaid principal, interest, default interest, fees and charges, and any additional amount due and owing under this Note shall be deemed payable in full. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower may prepay the principal and interest outstanding under this Note, in whole or part, at any time without penalty. Any partial prepayment shall not postpone the due date of any subsequent payments or change the amount of such payments as required in the Agreement. If Lender refers this Note to an attorney for collection or seeks legal advice following a default beyond all cure periods alleged under this Note, or the Lender is the prevailing party in any action instituted on this Note, or if any other judicial or non -judicial action, suit or proceeding is instituted by Lender or any future holder of this Note, and an attorney is employed by Lender to appear in any such action or proceeding, or to reclaim, seek relief from a judicial_or statutory stay, sequester, protect, preserve or enforce Lender's interest in this Note, the Agreement or any other security for this Note (including, but not limited to, proceedings under federal bankruptcy law or in connection with any state or federal tax lien), then Borrower promises to pay reasonable attorneys' fees and reasonable costs and expenses incurred by Exhibit T" to Loan Agreement Lender and/or its attorney in connection with the above -mentioned events. If not paid within ten (10) days after such fees become due and written demand for payment is made, such amount shall be due on demand or may be added to the principal, at the Lender's discretion. Should any payment or installment hereunder be not paid when. the same becomes due and payable, Borrower recognizes that the Lender will incur extra expenses for both the administrative cost of handling delinquent payments and the cost of funds incurred by Lender after such due date as a result of not having received such payment when due. Therefore, Borrower shall, in such event, withoutfurther notice, and without prejudice to the right of Lender to collect any other amounts provided to be paid herein, including default interest or to declare a default hereunder, pay to Lender to cover such expenses incurred as a result of any installment payment due being not received within ten (10) days of its due date, a "late charge" of five percent (5%) of the amount of such delinquent payment. Except as otherwise provided herein, the Borrower waives presentment and demand for payment, notice of acceleration or of maturity, protest and notice of protest and nonpayment, bringing of suit and diligence in taking any action to collect sums owing hereunder and agrees that its liability on this Note shall not be affected by any release or change in any security for the payment of this Note or release of anyone liable hereunder. No extension of time for the payment of this Note, or any installment or other modification of the terms made by the Lender with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the Borrower, even provided the Borrower is a party to such agreement. In no event whatsoever shall the amount paid, or agreed to be paid, to the holder of this Note for the use, forbearance or retention of the money to be advanced hereunder ("Interest") exceed the maximum amount permissible under applicable law. If the performance or fulfillment of any provision hereof or of the Agreement or any other document between Borrower and the Lender of this Note shall result in Interest exceeding the limit for interest prescribed by law, then the amount of such Interest shall be reduced to such limit. If, from any circumstance whatsoever, the Lender of this Note should receive as interest, an amount which would exceed the highest lawful rate, the amount which would be excessive Interest shall be applied to the reduction of the principal balance owing (or, at the option of the Lender, be paid over to Borrower) and not to the payment of Interest. If any provision hereof or any provision of the Agreement shall, for any reason and to any extent, be invalid or unenforceable, then the remainder of the document or instrument in which such provision is contained shall not be affected thereby but instead shall be enforceable to the maximum extent permitted by law. Borrower and Lender hereby knowingly, voluntarily, and intentionally waive any rights they may have to a trial by jury in respect of any litigation based hereon or arising out of, under or in connection with this note or any course of conduct, course of dealing, statements (whether oral or written) or actions of the other party. Exhibit "B" to Loan Agreement This Promissory Note shall be construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note as of the day and year first above written. ATTEST: URA Secretary APPROVED AS TO FORM: URA Attorney BORROWER: FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado. By: Darin Atteberry, Executive Director Dated: - 3 - DATE: STAFF: September 17, 2013 Tom Leeson Megan Bolin Resolution No. 061 Of the Board of Commissioners of the Fort Collins Urban Renewal Authority Approving a Redevelopment Agreement Between the Fort Collins Urban Renewal Authority and Prospect Station, LLC, for the Prospect Station Project and a Related Loan from the City of Fort Collins. EXECUTIVE SUMMARY The purpose of this item is for the Urban Renewal Authority (URA) Board to consider approval of a Redevelopment Agreement between the URA and Prospect Station, LLC. Prospect Station will be a new mixed -use development proposed within the Prospect South Tax Increment Financing (TIF) District. This project will remediate blight by conducting environmental mitigation, upgrading infrastructure, and enhancing public amenities. The Redevelopment Agreement would authorize a $494,000 tax increment reimbursement obligation to Prospect Station LLC (Developer) for eligible project costs. Half of the reimbursement would be provided to the Developer upon completion of the project and verification of costs, and the remaining half would be dispersed in annual payments over the remaining life of the TIF District. STAFF RECOMMENDATION Staff recommends adoption of the Resolution. BACKGROUND / DISCUSSION In September 20111 City Council approved the creation of the Midtown Urban Renewal Plan Area and Prospect South Tax Increment Financing (TIF) District, beginning the 25-year timeframe within which the Fort Collins Urban Renewal Authority (URA) collects tax increment from within the District. Per Colorado Revised Statutes § 31-25-101 et seq. (Urban Renewal Law), the URA then has the ability to provide financial assistance to projects that remediate blight. Prospect Station LLC (Developer) submitted a formal application to the URA in June 2013 requesting TIF for a new project. URA staff has since negotiated a Redevelopment Agreement, which is now ready for formal consideration by the URA Board. The details of the project and financial assistance structure are summarized below; additional detail can be found in the attached URA Application and Redevelopment Agreement. Project Description Prospect Station will be a new, three-story mixed -use development located at 221 West Prospect Road (south side of Prospect Road to the west of the MAX guideway and Mason Trail). There will be 32 residential rental units, offering a combination of studio, one-, two-, and three -bedrooms, for a total of 49 bedrooms. A total of 48 parking spaces will be provided; 37 on -site and 11 off -site. The commercial portion will be 1,040 square feet and include two ground -floor, live -work units that allow residents to operate a home -based business (the site plan is included as Exhibit A of the Redevelopment Agreement). The site is the former location of a gas station and is considered to be a brownfield, meaning there are hazardous environmental contaminants that require remediation. It has been vacant and underutilized since, and was acquired by the Developer in 2006. The Project Development Plan (PDP) was approved by the City in summer 2013. Construction is anticipated to begin by October 2013, and completed no later than fall 2014. Tax Increment Based on an estimate of value provided by Larimer County (see Exhibit C of the Redevelopment Agreement), Prospect Station, once complete, is expected to generate $39,156 per year of tax increment revenue. Based on a conservative projection that assumes no appreciation, the project will generate a total of $865,340 over the remaining 23-year life of the Prospect South TIF District. September 17, 2013 -2- ITEM 9 Eligible Costs The total project cost is $5,980,924, which includes land acquisition and construction of the project. Of this total, the Developer originally requested $772,879 in TIF assistance; however, that amount was negotiated to $494,000 for various improvements, which have been verified to be eligible costs according to Urban Renewal Law and are listed in Table 1. One aspect to bring to the Board's attention is the fact that the Developer has already incurred costs associated with the line item "extend and upgrade water and sewer line". Pursuant to URA policy, TIF may be used to retroactively reimburse costs incurred prior to approval of the Redevelopment Agreement, provided such costs are hard costs associated with public improvements. In this case, the segment of Prospect Road in front of the project site was planned to be closed for several weeks this summer due to construction. Knowing that the extension and upgrade of the water and sewer line for this project would require closure of Prospect Road, the Developer coordinated the timing of that improvement with the planned construction in order to avoid a second closure of Prospect Road later this year. Staff recommends such costs remain eligible for reimbursement and are thus included in the Redevelopment Agreement; this decision, however, is ultimately the URA Board's. Table 1: Eligible Costs Description Amount Environmental Mitigation Installation of underground environmental vapor barrier $157000 Materials testing $89750 Deconstruction of existing structure and improvements, and Phase 1 environmental report $327000 Removal of soil at old tank locations, replaced with new structural fill $62,000 Infrastructure Upgrades Upgrade stormwater system $72,124 Modify and enhance the Prospect Road Transfort bus pullout $63,472 Extend and upgrade water and sewer line' $93,778 Public Amenities Enhanced public plaza adjacent to transportation corridor including seating, lighting, dog waste station, bike fix -it station, and enhanced landscaping $1373500 Facade Enhancements Enhancements to facade to address four-sided architecture $95376 Total TIF Re uested 1 $494 000 ' These costs have already been incurred by the Developer. The URA does not typically reimburse for costs incurred prior to the Redevelopment Agreement, but exceptions are allowed for hard costs related to public improvements, subject to URA Board approval. Blight Remediation/Public Benefit Urban Renewal Law identifies eleven factors of blight; this project will remediate several that were identified within the Prospect South TIF District, including: • Slum, deteriorating, or deteriorating structures • Deterioration of site or other improvements • Environmental contamination of buildings or property Additionally, Prospect Station supports a number of City Plan policies, including: • EH 4.1 Prioritize Targeted Redevelopment and Infill • ENV 17.2 Manage Hazardous Materials and Waste • LIV 5.2 Target Public Investment Along the Community Spine • LIV 35.2 Mix of Uses • LIV 43.3 Support Transit -Supportive Development Patterns • T 9.2 Pedestrian, Bicycle and Transit Interface and Access September 17, 2013 -3- ITEM 9 Redevelopment Agreement Based on an evaluation of eligible costs and blight remediation, URA staff supports the project and has negotiated a Redevelopment Agreement with the Developer. This Agreement is unique in that it blends reimbursement methodologies, but is believed to result in a compromise that provides benefit to the project while mitigating risk to the URA. The Agreement would create a reimbursement obligation from the URA to the Developer for up to $494,000 of tax increment. This amount would be used for approved, eligible costs that will ultimately be verified based on invoices for actual work completed. The reimbursement is structured so that half, or $247,000, would be reimbursed to the Developer in a lump sum upon completion of the project. The remaining $247,000 would be dispersed to the Developer through annual payments of $11,762 until 2036. The reimbursement obligation represents approximately 60% of the total tax increment that will be generated by the project. The URAwill not have sufficientfund balance to paythe $247,000 lump sum to the Developer, and has thus requested a loan from the City of Fort Collins. The Loan Agreement will be considered separately from the Redevelopment Agreement; it is based on current City policy in terms of interest rate, which is anticipated to cost the URA approximately $166,515 (note this is an estimate based on what the rate would be today, which may change once it is time to execute the loan). Combined, the reimbursement obligation and financing cost to the URA represents $660,515 or 80% of the total increment generated by the project. FINANCIAL / ECONOMIC IMPACTS If approved, this Resolution creates a URA reimbursement obligation of up to $494,000 of tax increment to the Developer, which represents 57% of the total estimated increment generated by the project. Due to the reimbursement structure, the URA will seek a loan for half of the reimbursement obligation from the City once the project is complete; the remaining obligation will be paid to the Developer from annual increment revenue generated by the project. The total cost to the URA when financing costs are considered is estimated to be $669,284, or 77% of the total estimated increment. ENVIRONMENTAL IMPACTS Since the site was formally a gas station, there are environmental hazards associated with such a use that must be mitigated prior to it redeveloping. The Developer has already invested in some of the steps necessary to mitigate such hazards, and will finish the process to clean up the site as part of this project. BOARD / COMMISSION RECOMMENDATION The URA Finance Committee will meet to discuss this Redevelopment Agreement on September 16, 2013. A summary of that discussion will be provided in a read -before memo to the URA Board on September 17. ATTACHMENTS 1. Prospect Station URA Application 2. Powerpoint presentation ATTACHMENT 1 FORT (001 1 rNS r r ! + 1Fj J PROJECT NAME: Prospect Station Submit by Email Print Form TAX INCREMENT FINANCING (TIF) ASSISTANCE APPLICATION DATE: Jun 20, 2013 PROJECT ADDRESS / LOCATION: 223 W. Prospect Road, Fort Collins, Colorado 80526 APPLICANT / DEVELOPER / PROPERTY OWNER INFORMATION: APPLICANT DEVELOPER PROPERTY -OWNER COMPANY NAME Prospect Station, LLC Prospect Station, LLC Prospect Station, LLC COMPANY OWNER/CEO Connie Dohn Connie Dohn Connie Dohn CONTACT PERSON Connie Dohn Connie Dohn Connie Dohn TITLE Manager Manager Manager COMPLETE ADDRESS 2642 Midpoint Drive Fort Collins, Colorado 80525 2642 Midpoint Drive Fort Collins, Colorado 80525 2642 Midpoint Drive Fort Collins, Colorado 80525 PHONE 970,490.1855 970f490.1855 970,490.1855 FAX 970,490.6093 970,490.6093 970,490.6093 EMAIL cdohn@dohnconstruction.com cdohn@dohnconstruction.com cdohn@dohnconstruction.com TYPE OF LAND USE DEVELOPMENT / REDEVELOPMENT ACTIVITY: ❑ Residential ❑ Commercial/Retail ❑ Industrial/Warehouse PROJECT ELEMENTS: ❑X New Construction ❑ Infrastructure Improvements ❑ Land Acquisition ❑X Mixed -Use (Residential/Non-Residential) ❑ Mixed -Use (Commercial/Industrial) ❑ Other (please explain) ❑X Site Clearance ❑ Building Rehabilitation ❑ Other (please explain) NEW OR EXISTING BUSINESSES (NON-RESIDENTIAL PROJECT ONLY): New Business for URA Plan Area? 0 Yes ❑ No Existing Business for URA Plan Area? ❑ Yes ❑ No Years in Business FINANCIAL / FUNDING SUMMARY INFORMATION: Date Modified: 09/09 Years TOTAL PROJECT COST $6,005,879 CURRENT ACTUAL VALUE (LARIMER COUNTY ASSESSOR) $160,000 PROJECTED ACTUAL VALUE (LARIMER COUNTY ASSESSOR) $5,451,108 PROJECTED ANNUAL PROPERTY TAX $40f841 TOTAL PROPERTY TAX INCREMENT EXPECTED $1,0621032 TOTAL TIF ASSISTANCE REQUESTED $772,879 ATTACHMENT 1 TYPE OF TIF REQUESTED (include general terms & conditions): ❑X Grant ❑ Loan (include methods of payback in description) SUMMARY OF FUNDING SOURCES AND USE OF FUNDS (for the entire project): AMOUNT SOURCE USE $772,879 URA TAX INCREMENT FINANCING (TIF) Hazmat, infrastructure, etc. (see attach) $1,501,470 EQUITY Land acquisition, pre-dev costs $3,731,530 CONSTRUCTION LOAN Remaining development costs $6,005,879 PROJECT TOTAL INFORMATION REQUESTED FOR APPLICATION Please include: 1. A location map 2. Site plans or project drawings (please include photos of site currently) 3. Project Proforma 4. Owner/Business resume 5. Executive Summary with the following questions answered: a. What is the nature of the project? b. Why is TIF assistance needed; how will the funds be used? c. What other sources of financing will the project secure other than TIF? d. How will the project help improve/upgrade public infrastructure (streets, utilities, drainage, etc.)? e. How will the project enhance the property tax base (and sales tax base, if applicable) of the area? f. How will the project help achieve the goals of the Urban Renewal Plan and City Plan? g. How will the project help eliminate slum and blight conditions? h. How will this project help achieve the URA goals of sustainability through green building techniques? Please be specific how this project uses energy efficiency, renewable resources, natural resource conservation techniques, stormwater low impact design methods, or any other methods not listed. i. Please provide documentation and quantifiable results stating the proven methods or effectiveness of the proposed sustainable features within the project. j. What is the proposed project timetable (what is the estimated time frame for major steps including the City's planning decision, completion of financial commitments, start of construction, and issuance of Certificate of Occupancy (CO)? Please use the next page to provide this and any additional information that would be helpful to your application. ATTACHMENT 1 PROJECT NAME: PROJECT ADDRESS: �' Tax Increment Financing (TIF) Assistance APPLICATION Prospect Station 223 W. Prospect Road EXECUTIVE SUMMARY: page 1 of 10 a. Nature of the project DATE: Revised June 20, 2013 Prospect Station, located at 223 W Prospect Road, is a three-story, mixed -use community intended by its local development partners to promote safety, enhance appearance and maximize rate of use at one of the most important interconnection points between the multi -modal Mason Corridor and cross-town Transfort system. As the gateway between Old Town and Midtown, as well as the front porch of Colorado State University, redevelopment along Prospect Road provides an ideal opportunity to set a high standard for the type of transit -focused projects the City, Urban Renewal Authority and Fort Collins citizens desire: progressive, iconic, safe, and built to last. In planning and initiating work at the Prospect Station site, the development team was motivated by the following guiding objectives and project goals: Remediate a dangerous and environmentally hazardous former industrial site (brownfield) that has been plagued for decades by underground petroleum contaminants, a derelict and unstable building, and criminal activity including vandalism, theft of building components, drug use, and illegal camping by transient individuals. 2. Provide 28,059 sq ft of residential space (a total of 49 bedrooms) and 1,040 sq ft of commercial space, including two unique live -work units to allow residents to easily operate a home -based business with Mason Corridor frontage. Enable residents, guests, commercial tenants and their customers to benefit from immediate access to public transit including MAX, Transfort and the multi -use path, as well as from its walkability to and from campus and the other amenities near Prospect and College. 3. Offer the highest quality construction and appropriate sustainability features for lasting durability, retention of value and minimal environmental impact. 4. Offer thoughtful and practical liveability features such as balconies on most units, bathroom/bedroom suites in every unit, laundry facilities in every unit, and secure, private recreation lockers for each tenant's bikes, skis and other lifestyle gear. 5. Provide convenience and quality of life for all tenants while keeping rental rates appropriate within the broader Fort Collins market. 6. Provide adequate parking including electric car charging stations —despite convenience to public transit — out of respect to residential and commercial neighbors, and in response to ongoing concerns brought before City Council. 7. Welcome all transportation corridor patrons through seamless integration with trail system and open public plaza, complete with seating, lighting, landscaping, dog waste and bike fix -it stations, as well as fagade-integrated and active lifestyle/trail-inspired public art. 8. Improve safety of property, trail and crossing area at night with additional lighting. 9. Help address CSU's 15-year enrollment goals by offering self-contained housing that appeals to graduate students and other professionals affiliated with the university —not exclusively undergraduates. 10.Involve local equity, employ at least 90% local trades, and retain local ownership and management for the life of the development. ATTACHMENT 1 PROJECT NAME: PROJECT ADDRESS: �' Tax Increment Financing (TIF) Assistance APPLICATION Prospect Station 223 W. Prospect Road EXECUTIVE SUMMARY: page 2 of 10 DATE: Revised June 20, 2013 About the Prospect Station development partnership Redeveloping an under-utilized parcel adjacent to the Mason Corridor into a transit -oriented, mixed -use community had been a vision of local businessmen Rayno Seaser (founder of The Egg & I restaurants) and Steve Spanjer (president of Spanjer Homes) since official plans for the bus rapid transit system were approved by the City of Fort Collins in 2000. As long-time Fort Collins residents, Seaser and Spanjer agreed that such an undertaking could be more than just a business venture —it would be an investment in the future growth and direction of the community. A few years later, after considering the old Gasamat property at 223 W Prospect Road, they realized that redevelopment of this particular site would also provide an opportunity to rehabilitate a dangerous lot into a productive one, establishing a critical gateway location between Midtown, Old Town and Colorado State University: Prospect Station. In 2012, Seaser and Spanjer recruited Doug and Connie Dohn of Dohn Construction, and Alex Schuman of Henderson Property Management to partner in the construction and management of the project, arriving at a special synergy of community involvement, awareness and responsiveness. Representing multi -generational involvement and deep roots in Northern Colorado —as well as three BBB Torch Award -winning small business owners —the Seasers, Spanjers, Dohns and Schumans are passionately engaged in the needs, wants and goals of Fort Collins citizens, business leaders and officials, and are committed to acting as advocates and stewards of the community as it ushers in an exciting new era of Mason Corridor - oriented development. b. Why is TIF assistance needed; how will funds be used Beginning in 2006, preliminary financing was identified, land was acquired, plans were drafted, proformas were created, and cleanup of brownfield environmental hazards was initiated. Since that time, however, unforeseen code changes, effects of nearby development, and the threat of eminent domain converged to turn Prospect Station from a viable privately - funded enterprise into one that now faces project -ending financial obstacles. As of June 2013, the development is likely to be halted unless TIF assistance can be obtained to close the economic gap created by the following factors: • Loss of approximately 20% of original site to transit infrastructure. Prospect Station's initial land purchase included ample size for a building that included all amenities to meet project partners' 10 goals listed above, with sufficient square footage and number of units to make the project financially viable. As plans for the Mason Corridor were finalized in fall 2009, however, developers were informed that they would lose 5,489 sq ft of land running the entire length of the property's eastern edge to a re-routed pedestrian path. To ensure that the necessary land could be obtained from the site, City Council approved the use of eminent domain, however project partners agreed to grant the City an easement instead, to save the additional expense of legal action. The project lost additional buildable square footage to an enhanced stormwater drainage system needed for the pedestrian path, and the new, significant setback of underground utilities needed to accommodate the required 21' right-of-way dedication for a bus stop along Prospect (a constrained arterial street). While these infrastructure improvements are absolutely necessary for safety and traffic flow on Prospect, they resulted in a fragmented lot —now too small to accommodate the planned project at an economically viable size. ATTACHMENT 1 PROJECT NAME: PROJECT ADDRESS: �' Tax Increment Financing (TIF) Assistance APPLICATION Prospect Station 223 W. Prospect Road EXECUTIVE SUMMARY: page 3 of 10 DATE: Revised June 20, 2013 In September 2009 Prospect Station received $65,749 in compensation toward the easement's land value, however there are many other resulting out-of-pocket expenses incurred by the transit requirements that were not considered in the settlement amount: 1. Creating and filing a lot re -plat and right-of-way vacation to convert Tamasag Dr. from a public street to a private road. Cost to Prospect Station: $32,350 2. Purchasing an additional 1,331 sq ft of land from adjacent property owners to accommodate a sufficiently sized building footprint. Cost to Prospect Station: $14,951 3. Granting seller 234 sq ft as a condition of purchase. Cost to Prospect Station: $3,128 4. Completing lot re -plat, relocating utilities, ordering new architectural plans and new engineering for a new project with a smaller building footprint situated further west on the newly assembled lot. Adjusting revenue projections and development economics based on project's smaller scale. Cost to Prospect Station. $16,000 to $20,000 • Abandonment of water and sewer lines by neighboring development. Prospect Station's water and sewer needs had been planned as —and continue to be served by —an adequately sized tie-in to lines beneath Prospect Road via a new line under Tamasag Drive. In 2012 the construction of a nearby student housing development resulted in the abandonment of a water and sewer line at Spring Creek (a half -mile to the south), which had been intended to serve Prospect Station's neighbors to the south. To enable future development on these properties, now cut off from access to water and sewer service by an unrelated project, it is the developers of Prospect Station who will be required to shoulder the considerable costs of reconnecting these lots to City services by extending the main from Prospect Road, upgrading its capacity and installing hydrants. This issue recently and unexpectedly came to a head as a result of the MAX -related construction closure of Prospect Road, which snarled traffic on adjacent roads, inconvenienced residents and hobbled nearby businesses in March 2013. Project partners recognized that, although Prospect Station has not received development approval or construction financing, it would be for the good of the community if the team could take a leap of faith and assume the risk and expense of completing the required utility stub work during the existing closure, rather than forcing an additional week-long closure of Prospect in August or September. At an out-of-pocket cost of $65,000, partners ordered engineering, pulled together materials and labor, paid overtime, and coordinated with the numerous City departments and independent contractors involved with the MAX project to make infrastructure installation possible on immediate notice, with little to no impact on the existing project, and with no further disruption to residents and businesses. • Extraordinary costs associated with new sound mitigation requirements. Effective January 1, 2012, the City of Fort Collins' Green building code stipulates that all units within 1000 feet of an active railway must meet a sound transmission coefficient (STC) rated at 40 or above. Due to the relatively small size and close proximity of the planned building to the BNSF line forming the spine of the Mason Corridor, the entire 360-degree exterior of Prospect Station will be armed with exceedingly soundproof wall assemblies, window panes and building techniques. Again, because this code was adopted after initial plans and proformas were created, this single feature has added a burdensome cost —well in excess of the soundproofing that had been planned —which cannot be sufficiently offset or absorbed by increasing the size of the project, the number of units, the amount of commercial space, or the rental rates. ATTACHMENT 1 PROJECT NAME: PROJECT ADDRESS: �' Tax Increment Financing (TIF) Assistance APPLICATION Prospect Station 223 W. Prospect Road EXECUTIVE SUMMARY: page 4 of 10 DATE: Revised June 20, 2013 • Response to ongoing parking debate within transportation overlay district. Providing adequate parking for residents and customers of Prospect Station has been a priority and a conundrum since project start, further compounded by ongoing land acquisition issues. Because Prospect Station is located within the transportation overlay district, just steps from a MAX station, a Transfort stop and the pedestrian path, no parking is required at this development. However, project partners are aware that many students and professionals come to Fort Collins with a car —and many patrons of local businesses will drive —even though alternative transit is available. The reality of high -density housing and mixed -use developments without provided parking —especially those adjacent to university campuses with limited parking resources —is that residents and customers will park in nearby neighborhoods and shopping centers. Inconsiderate overflow parking has long been an issue near campus, and is addressed repeatedly in Council chambers. Because of this ongoing concern, and out of respect for neighboring families and businesses, Prospect Station's project partners have gone above and beyond to fight for —and continue to finance —an appropriate number of dedicated parking spaces: by purchasing and leasing additional land, including a concealed above -ground parking structure behind the commercial space, and investing in additional landscaping features to ensure visual appeal. In striving to execute the community's shared vision for high -density, transit -focused development, the project partners have encountered unexpected and mounting costs associated with ongoing site modifications to accommodate evolving transportation infrastructure, to provide necessary street and utility system upgrades, to fulfill newly adopted building and sound mitigation requirements, and to relieve ongoing pain felt by campus neighbors and the general public. As a result of the changes described above, Prospect Station's vision for a safe, affordable, high -quality gateway community on the transportation corridor is no longer feasible without TIF assistance. To fulfill the planned development in accordance with the goals set forth by the City, URA and project partners, and to provide a high -quality project at a suitable price for the market, Prospect Station seeks a total of $772,879 in TIF assistance (73% of the property tax increment expected) to help address the following project needs. (Please refer to attached spreadsheet for a breakdown of costs.) • Hazardous materials mitigation. While developers are working in tandem with the State of Colorado on brownfield cleanup, there are additional items newly required for long-term project safety including the installation of an underground vapor barrier below the building, as well as ongoing soils testing and monitoring. TIF dollars will also aid in hazardous materials removal, reporting and plan creation during the deconstruction of the derelict building currently occupying the project site. • Land assemblage. TIF dollars will help offset the considerable cost of acquiring additional land and converting of Tamasag Drive to a private street in order to accommodate the economically -sized building footprint following vacation of land for path realignment, bus turnout and associated infrastructure upgrades. • Parking. Because project partners are concerned with the impact that inconsiderate overflow parking would have on neighboring homes and businesses, Prospect Station will provide a total of 49 non -required parking spaces —including 19 covered garage parking spaces —for use by building residents, guests and customers. TIF dollars will help absorb the costs associated with appropriate view cone mitigation and visual concealment of parking facilities. ATTACHMENT 1 PROJECT NAME: PROJECT ADDRESS: �' Tax Increment Financing (TIF) Assistance APPLICATION Prospect Station 223 W. Prospect Road EXECUTIVE SUMMARY: page 5 of 10 DATE: Revised June 20, 2013 • Infrastructure serving future development. Stormwater drainage on the site will be upgraded from a simple swale to an enhanced system, underground utilities will be relocated at greater setbacks from Prospect Road, and sewer and water lines will be extended and upgraded in capacity to serve adjacent property owners affected by the abandonment of those services at Spring Creek. As explained in the preceding section, project partners recently shouldered the considerable out-of-pocket expense to accelerate the development schedule for this item so that it could take place concurrently with the MAX construction and avoid a second debilitating closure of Prospect Road during summer 2013. TIF dollars will help recoup the $65,000 good -faith investment that made these upgrades possible in a way that benefits surrounding businesses and the community as a whole, while also enabling cost-efficient future development by adjacent property owners along the Mason Corridor, Tamasag Drive and on the Griffin properties along Prospect Road. • Sustainable features and public amenities. The equity partners have always embraced sustainability in design and construction, despite the fact that there is no economic return for including these kinds of features. As good stewards of the environment, partners desire to reduce one-time and ongoing environmental impact of the project, as well as overall city utilities costs. But unfortunately, due to external factors, the current project economics of Prospect Station no longer support features that are unable to yield returns. TIF dollars will guarantee the inclusion of environmental quality features and enhancements to public areas that face elimination due to budget encumbrances elsewhere in the project. With TIF assistance, the project can once again pursue Energy Star Rating Version 3—complete with rooftop solar panels, electric car charging stations, efficient fixtures and appliances, low -consumption plantings and more. (Please refer to Section H for details.) In addition, TIF assistance will guarantee a public outdoor space for all transportation corridor patrons with seating, ambient lighting, solar -powered trail -side safety lighting, dog waste and bike fix -it stations, enhanced landscaping and public art, for which the project requests $50,000 as a placeholder until the project scope is defined with the City's Art in Public Places Coordinator. • Other. The newly required and exceedingly costly wall assemblies and building materials necessary to achieve an STC rating of 40 have the potential to terminate the development or reduce it to a lesser - quality product at a higher -than -acceptable price. TIF dollars will help absorb the cost of this new requirement for the comfort of all occupants while allowing developers to maintain the total -project quality and functionality originally envisioned. c. What other sources of funding will the project secure other than TIF? The project site has been owned under a private equity partnership since 2006. Since that time, the partnership has assumed responsibility for brownfield clean-up in cooperation with the State of Colorado, and has financed architectural drawings, multiple revisions, traffic studies, and initiated the City's building review process. Additional private equity was used to secure construction financing from a local lending institution, whose ability to fund the project is contingent upon TIF award outcome. ATTACHMENT 1 Tax Increment Financing (TIF) Assistance - 7 � APPLICATION PROJECT NAME: Prospect Station DATE: Revised June 20, 2013 PROJECT ADDRESS: 223 W. Prospect Road EXECUTIVE SUMMARY. page 6 of 10 d. How will the project help improve/upgrade public infrastructure? In tandem with the Mason Corridor project, Prospect Station has already and will continue to contribute to improvements to transit infrastructure and traffic flow by: • enabling a safer pedestrian crossing at Prospect Road • alleviating traffic congestion at Prospect and the MAX/BNSF line with a bus turnout • providing safe access to adjacent properties via privately paved and maintained Tamasag Drive • relieving parking stress on neighboring homes and businesses with guaranteed spaces Prospect Station will also contribute to utilities improvements by: • installing enhanced stormwater drainage system • relocating underground utilities • extending and increasing capacity of water and sewer from Prospect Road to compensate for losses of service caused by abandonment at Spring Creek • installing rooftop PV panels to offset the project's impact on City utilities e. How will the project enhance the property tax base and sales tax base of the area? The property is currently occupied by a deteriorating 800 sq ft building with a total actual value of $160,000, an assessed value of $46,400 and annual property tax amount of $4,329.68. Following the environmental clean-up already underway, the deconstruction of the current structure, and the completion of a state-of-the-art 29,099 sq ft building, the assessed value of land and improvements will increase to approximately $5,451,108 in year one, generating an estimated $40,841 in property taxes per year. Those numbers are expected to grow to $6,75,084 and $51,895, respectively, by the end of the URA's 23-year life. The total tax increment expected (with appreciation) is estimated at $1,062,032. A TlFcalculation worksheet (with figures provided by the Larimer County Assessor's office) is provided at the end of this document. Once occupied, Prospect Station is expected to generate an estimated $442,200 per year in taxable residential rental income paid to local management and local ownership. Additional tax opportunities will be derived from three on -site commercial spaces, varying along with the nature of the business tenants, as well as the patronage of neighboring businesses by approximately 50 new Prospect Station residents. ATTACHMENT 1 Tax Increment Financing (TIF) Assistance - 7 � APPLICATION PROJECT NAME: Prospect Station DATE: Revised June 20, 2013 PROJECT ADDRESS: 223 W. Prospect Road EXECUTIVE SUMMARY. page 7 of 10 f. How will the project help achieve the goals of the Urban Renewal Plan and City Plan? The following objectives (as well as those described in Sections G and H) are shared by both the Urban Renewal Authority and the Prospect Station development team. • Establish public -private partnerships that facilitate redevelopment and new development within the Midtown Urban Renewal Area • Address and remedy conditions that impair sound growth, through infrastructure improvements such as enhancing storm drainage, relocating utilities, extending and increasing capacity of water and sewer service, and completing adjacent roadways • Redevelop and rehabilitate the area in a manner compatible to its surroundings, through activities such as remediating environmental hazards and safety concerns, establishing transit -oriented communities along the Mason Corridor, and providing destination locations for public use • Effectively utilize undeveloped and underdeveloped land by initiating high -intensity, mixed -use communities within the transportation overlay district • Improve pedestrian, bicycle, vehicular and transit -related circulation and safety, through activities such as realigning the pedestrian path, alleviating traffic congestion with a bus turnout, providing safety lighting, offering ample bike parking and storage, providing adequate parking, installing electric car charging stations, upgrading adjacent intersections, and creating a seamless interface between transit options and the development • Contribute to increased tax revenues by increasing property value, creating sales tax generation potential with commercial and live -work units, and establishing a higher density of quality housing options • Eliminate blight, as described in Section G Prospect Station also helps to support the following policies as outlined in the Fort Collins City Plan: EH 3.3: Support Local and Creative Entrepreneurship (by offering unique live -work units) EH 4.1: Prioritize Targeted Redevelopment Areas EH 4.2: Reduce Barriers to Infill Development and Redevelopment ENV 5.2: Utilize Solar Access ENV 5.7: Offer Incentives to Substantially Exceed Minimum Code Requirements ENV 9.1: Promote Alternative and Efficient Transportation Fuels and Vehicles ENV 17.2: Manage Hazardous Materials and Waste ENV 20.4: Develop Public/Private Partnerships (for Stomwater Management) LIV 5.1: Encourage Targeted Redevelopment and Infill LIV 5.2: Target Public Investment Along the Community Spine LIV 5.4: Contribute to Public Amenities LIV 7.1: Encourage Variety in Housing Types ATTACHMENT 1 Tax Increment Financing (TIF) Assistance - 7 � APPLICATION PROJECT NAME: Prospect Station DATE: Revised June 20, 2013 PROJECT ADDRESS: 223 W. Prospect Road EXECUTIVE SUMMARY. page 8 of 10 LIV 7.7: Accommodate the Student Population LIV 10.4: Incorporate Street Art LIV 11.2: Incorporate Public Spaces LIV 12.2: Utilize Security Lighting and Landscaping LIV 35.1: Location (of Community Commercial Districts) LIV 35.2: Mix of Uses LIV 35.3: Scale LIV 35.4: Transform through Infill and Redevelopment LIV 43.3: Support Transit -Supportive Development Patterns SW 2.3: Support Active Transportation SW 2.4: Design for Active Living T 9.2: Pedestrian, Bicycle and Transit Interface and Access T 11.1: Bicycle Facilities g. How will the project help eliminate slum and blight conditions? The current condition of 223 West Prospect Road is certainly underutilized and unsightly, but it is likely also a safety concern for neighbors and Mason Trail users. As a former industrial site, this particular Brownfield suffers from environmental hazards related to underground petroleum contaminants, and a deteriorating building that poses risks from asbestos and other hazardous substances, as well as building systems made dangerous by illegal stripping of copper and other components. Property crimes including trespassing, theft, vandalism, grafitti, and illegal camping, among others, have been extensively documented by police reports, and liability issues related to use by Fort Collins' transient population and unsanctioned parking persist. Remediating the chemical pollutants, deconstructing the existing building, and replacing it with a fully developed, well -lit facility— complete with active street and transit corridor frontage and a significant number of residents and commercial customers —is expected to transform the site into a safe, productive and iconic destination where Old Town, Midtown and CSU converge. ATTACHMENT 1 Tax Increment Financing (TIF) Assistance - 7 � APPLICATION PROJECT NAME: Prospect Station DATE: Revised June 20, 2013 PROJECT ADDRESS: 223 W. Prospect Road EXECUTIVE SUMMARY. page 9 of 10 h. How will this project help achieve URA goals of sustainability through green building techniques? In cooperation with City staff, Dohn Construction, Inc. will oversee the multitude of environmentally -minded building materials and techniques planned for inclusion in Prospect Station. The aforementioned Green building codes, effective January 1, 2012, set exceptionally high standards for sustainability features in new developments in Fort Collins, however the project partners still intend to go above and beyond requirements, pursuing Energy Star Rating Version 3. In order to achieve this certification, the project will include numerous sustainable building features and construction practices. Highlights include: • High -efficiency HVAC systems • Enhanced building envelope • Low -flow water -conserving plumbing fixtures • Water -reducing landscape design • Diversion of construction waste from landfill deposits • Use of high recycled -content and locally produced construction materials • Restoration of previously developed, polluted site • High connectivity of public transportation and resources to reduce the need for driving • Practices to reduce dust and air pollutants to create a cleaner indoor air quality i. Please provide documentation and quantifiable results stating the proven methods or effectiveness of the proposed sustainable features. The features and techniques listed in Section H generally adhere to the already stringent environmental standards set forth by Fort Collins' Green building code, with extra measures taken as needed to pursue Energy Star Rating Version 3. With the above improvements, project coordinators expect water, heating/cooling, and electricity savings of at least 10.12% over comparably sized projects where only basic energy codes have been met. ATTACHMENT 1 Tax Increment Financing (TIF) Assistance - 7 � APPLICATION PROJECT NAME: Prospect Station DATE: Revised June 20, 2013 PROJECT ADDRESS: 223 W. Prospect Road EXECUTIVE SUMMARY. page 10 of 10 j. What is the proposed project timetable? Development Activities/Milestones start completion Entitlement 1/21/13 8/30/13 Site plan base complete 1/21/13 1/21/13 Start preparation of submittal documents 1/21/13 2/13/13 Neighborhood meeting (optional) 2/12/13 2/12/13 Preliminary Development Plan Submittal to City (PDP) 2/13/13 2/13/13 Submit URA application 2/22/13 2/22/13 Development Review Meeting/Comments from City (1 st Round) 2/13/13 3/06/13 Work with adjacent property owners on off -site easements 3/06/13 3/13/13 Re -submittal to City (est. 3-week turnaround) 3/06/13 3/27/13 Development Review Meeting/Comments from City (2nd Round) 3/27/13 4/10/13 Re -submittal of URA TIF Assistance application 4/3/13 4/3/13 Re -submittal to City 4/10/13 5/01/13 Development Review Meeting/Final Comments from City 5/01/13 5/10/13 Re -submittal to City (PDF) 5/15/13 5/22/13 City schedules Type I Public Hearing 5/22/13 5/22/13 Hearing held 5/22/13 6/20/13 Re -submittal of URA TIF Assistance application 6/14/13 6/14/13 14-day appeal period 6/20/13 7/03/13 Hearing officer issues final decision 6/20/13 7/03/13 Final Plan Submittal to City 6/20/13 7/10/13 Development Review Meeting/Comments from City 7/10/13 8/07/13 Re -submittal to City (PDF or mylar) 8/07/13 8/14/13 Record mylars, sign development agreement 8/14/13 8/30/13 DCP Meeting held 9/04/13 9/04/13 Construction 9/04/13 8/15/14 Occupancy 8/15/14 ATTACHMENT 1 Tax Increment Financing (TIF) Assistance - 7 � APPLICATION PROJECT NAME: Prospect Station DATE: Revised June 20, 2013 PROJECT ADDRESS: 223 W. Prospect Road PROJECT STATUS UPDATE Prospect Station's PDP hearing took place May 30, at which time the project gained initial approval as a four-story, 40,000 square foot mixed -use development. Following the hearing, project partners became aware that current construction cost estimates and revenue projections no longer support a project of the size submitted to the City in February. Because of the ownership group's desire to see the project through, the project has been scaled back a second time, resulting in a three-story, 30,000 square foot building with 49 beds instead of 69. The commercial space, live -work units, parking and public interface remain unchanged. Yet even at this smaller scale, the project will not be feasible without the URA's help. Fortunately our revised submittal also contains good news. While the overall cost of the project has decreased slightly, from $6,095,789 to $6,005,879, its projected actual value, and therefore the overall tax increment expected, has increased —from $4,839,714 to $5,451,108 and from $933,004 to $1,062,032, respectively. Assistance requested for Prospect Station is now at 73% of the expected total increment, as opposed to the 80% requested in our April submittal. Relevant figures (such as project cost, amount requested, allocation details, and proformas) have been updated in this revision to reflect the new project scale, while much of the narrative that describes the nature of the project, its objectives and benefits, and how TIF funds will be used is largely the same as it was in earlier drafts. Next steps: Simultaneously to submitting our revised TIF application, we are also pursuing an amendment with Planning and Zoning for the smaller project (once a final decision has been issued by the department on June 13). 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S10311HOUV m g V J 0 sj '� sE a �� a is g V J 8o a 0 4 Q Q $ pe gmjip Inu Buagn .._.._.._.._.._.._.. come • Son .._•._.._.. same ._.._.._•._.._.. _e e commt • am Ua+w•caarn1e w�w�n ureaWmw 18WPw a El • b ,; 1` 8FL wx<qJUA • \'ii � Y¢ v z \ ca • 3 o - U ' €: N 8Wd - N • O N kl l L1*IN .o ox • � O • s€ u • Oil u 0 ae c EVE LLL� • 6 g g u �o Los —••—••—•--••—.._.._.._.._..--•--•—••—••—•---•—•---._.. g cc C2 Y $ YB $ 5^ set z S± $ N2 `a 1 as e S e s d g gs In 3 ' ez €$€ 5, 3� LL i� 1 e e PROJECT DRAWINGS S1=H�M c L a w Al a w w W ♦♦ G � -gdd � ��19 j� Y $y$ 1F� `ses d_s sksg < RUH a �sffsg � a§es� �es`3 U C Q.•— O am to MOa. cf) CN ATTACHMENT 1 <E - a Ec N 1 d IOU d C N g y N Q SIN � JN fly NV ry O CV 0 JN JIB �� ®!L m® 11 11h a?i8 '%' , `.. .... ..�g .... BBB �388 '�833 g g9'�:9a S � Eg ea 2q M E'EO aC e r E E pg @p c a aP y c e a 'z � � �m � s g € �n S a E g as ea a a a e m a P _ $ m e s� =xae a3£ x a s 2 _ s m }, £ y$ $ dam$ . Ys €s?�hg a "8a a x f331 'a3 31 CS 3 "s a m a 0s s€ sd �i ai s 2� e a 3 4a PROJECT DRAWINGS E pp c' S1�3LH�tltl� L y "g fr g g aE a xg 0a a� c g� ©J ¢ g.m61. � pgp asagg$$ i+g3 ; X 8 g g�$6 ga d gag ATTACHMENT 1 m orn a s a C a co f M '= to II o 0 PROJECT DRAWINGS w w� wg a` wg S133LHOHVM .q a pig 0 0 n 0 W ATTACHMENT a1 O 1 E{ a . 3 R Y Q fi`EE aE a N d O�k ggg€€ W � B m d'8 ' a a o WilmaLL a r Y E 28 _ z W Q N 46'-C Rwf Pwk L• r u.. M C r E s EE 2E p a � �� f $ `S-zOz E ae u W yS 8 "yy � z 2 2 z E s�E€ 3P`,E LL 'z P yyw. E F Q z E 'y I� S E2 §E 5P a yv o z s, $E fiE a L g� m EE Ba pa 3 3' 3 'a Ed 3�a " 3 1 s PROJECT DRAWINGS 0 U 0 w LL ATTACHMENT 1 I� $ spa k c o ng E > gib€ W 3 kk oo co 88nn a g c a g a W o 0 m� -- =m 2LLo Eu LL W 0 Ce Re G 4 a o m a" E E E m §- ja &a Bg B Ea aC >< $ 4€ n s B @@ tl S $ m @ £ 3 E 4 E S 4 S p@a �� En E m a sa 8e r m i im �cm$$ c� 8 E 9.e �� 3m a .3a Su8a 3 E$ $0 � e e ATTACHMENT Prospect Station Annual property Operating Data Unit Tvnc Number el Reds Nucoi er cf Unity Bedrooms AVIS SF Rent/ Redroom per Unit Total SF Rend Mo Rend SF Studio 1i 0 S 950 5 950 5400 5 11.400 2.11 1 BDRM 1 5 5 575 $ 10050 5 1,050 2875 $ 5,250 $ 1.83 2 BDRM 21 L31 26 900 $ 65015 1,300 1 1170C)l S 16,900 5 1.44 3 BORM 31 21 61 1150 S S50 15 1.650 L 230015 3,300 I S 1.43 32 49 First Year Stabilized- Operating Statement Potential Annual Rental Income S 442,200 less: vacancy, tosses, etc 5 22,110 5.0% £ifective Gross Income $ 420,090 Add: Commefdal Income 5 24,984 1041 524 Total Addltitlrtal income $ 36,746 Adjusted Gross Rental income 5 456,836 Effective Income 5 456,836.00 local Operating Expenses S 126,027.00 30A0% Annual Net Operating Income S 330,809.00 22.275 S 36ASO S 1.65 ATTACHMENT Prospect Station Total Project Cost Project Cost 5,980.924 75% Loan To Value Total Equity 1,495,231 Tlf Contribution 247,000 Equity Need 1,2480231 Loan Information Loan 4,485,693 Rate 5.00% 25 Term Annual PaymentF-77771 Operating Income/Expense Year 1 Income 442,200 YOY % Increase 1.0% Vacancy/Credit Loss 5.0% 36,746 Additional Income = Operating Expense % 11 30,00% ATTACHMENT 1 ©ikkli£i)#5 #■EIe:§R!5 ■#i! O M — �■@i'a§■;° �!`�!$■¢7§ ■�&k!![`: §§;a:e§;� !■!=!l=e2\ laa)!Fe!! ;:�¥`■§!|`� «jKjkj!§\5 2■`!®2�==- Prospect Station ATTACHMENT TOTAL PROJECT COST SUMMARY Gross Building Square Footage Net Rentable Square Footage Gross Parking Land Size Total Beds Total Units 20% for hallways, stairwells, circulation 2%099 Square Feet 29,099 Square Feet 47 Spaces 0.83 Acres 49 Bedrooms 32 Units Planning/Design/Ergineering $ 275,000 Planning $ $ Architectural Civil Engineering ALTA Survey Utility Locates Plat Landscaping Structural Engineering Mechanical Engineering Electrical Engineering LEED Consultation Environmental Survey - Phase 1 Environmental Survey - Phase 2 Soils Report Traffic Study Asbestos Survey Reimbursable Expenses (not above) 5% Preconstruction Services Design Contingency 2% Entitlement Consultants Munlcipal/State Fees $ 596,260 $ 20.49 Building Permit Fees $ $ City/County Sales & Use Taxes S $ City/County Development Review Fees $ $ City/County Development Fees S 596,260 $18,633 Affordable Housing -Cash in Lieu $ $ Utility Service and Relocation Fees $ $ City Bonding/Letter of Credit $ S SWMP Fees $ S Dust Control Permit S $ - Fee Contingency 0% S $ Core & Shell Construction $ 4,301,798 $ 127.21 Off -Site improvements $ S Site Development $ $ Core & Shell, Garage and TI Costs $ $ Basement $ $ Parking Structure $ $ Phone/Data/Security $ S FF&E $ $ vE items S $ ATTACHMENT Tenant Improvements Construction Estimating Contingency Construction Cost TI - Design TI - Construction TI - Signage TI - Phone/Data/Security TI - FF&E Brokerage Commissions TI Contingency Construction Period Holding Costs Construction Period Financing Cost Construction Period Interest Construction Period Payments Appraisal Lender Site Inspection Fees Loan Title Insurance Recording and Misc. Closing Cost Construction Surveying Material Testing Asbestos Abatement Real Estate Taxes During Construction 1st Mortgage Loan Points 1st Mortgage Lender Inspection Fees 1st Mortgage Title Insurance 1st Mortgage Closing Cost Ocher Fees Development Management Fee Marketing Material During Construction Carrying Costs Through Lease -up Equity Return During Construction legal Fees - Entity Related TOTAL PROJECT COST 3% $ 1190470 $ 3.21 $ 3,982,328 S 124.00 $ 180000 $ 0.62 S 1000000 $100 5 ' S - 5 - S - S - $ $ - S $ $ 89,866 $ 109 1.5% $ 74,866 $ 5,000 S 0.17 $ S - $ 100000 $ 0.34 $ S,980,924 $ 205.54 $ 122,060 Per Bed $ 186,904 Per Unit $ 205.54 Per Rentable Square Foot :r:�: r :ativri 4areemp nniontfs Acted Prospect Station 221 W. Prospect Rd. 7n I ^ nn n f South of Prospect Rd. "«Crt West of MAX Guideway r �W PROSPECT- RDO" --❑_�_ �_�_C...l _❑� ', . I • r II A f' Jk�; ., p d A i n I n _ n r ki Wk Prospect South TIF District Port N Major streets 1 inch = 370 feet rProspect South Tax Increment Financing (TIF)District ' 1 i Wi 14, •',n/ I. t� '. CCC ,I t F F • [� JX � i �� 'm City Of FORT COLLINS Fort Collins Prospect Station Site Plan �arton�irr --- r"11I•T _- ----4- •r. �r-- l x I Imo.. I I • NMmt.O�1�0/ '— I------, I -' _unl,rpMOVIDIr I � I LOT, I i GRIFFIN I;; •.; PLAZA GRIFFIN FOUNDATION • I"�', I,. I ZONED QC I I � � I •. I I `r,b[,rua . tJ 1 WESTPROSPECTROAD � rur r+v T--� ��—••�� 6tl1iE110" — —^ , •`i �rIOT140/IRMr1AL01R I ' - - Q'--- el . •MM.Itt/NR. •. ..• ILI C C ■I C C ONE WAY �— my �• Yp io C1 c I•C C LOT, 31,90E SO. FT. �, r� 4" __ I 1 14 etETU@1 - - — P,1 -rr� — �TJ_ NO 9�r1 — .A�rA<.er... awi . ErtpM11 T — ePqiwwiw PLOOOPL. w PATIO OMPAM Public Benefits Blight Remediation — Environmental mitigation of hazardous site — Removal of unsafe structures Infrastructure Upgrades — Transportation Improvements — Water/sewer lines upgrades Housing/Mixed Use — Desired use for Midtown — TOD — Housing type variety ✓ City Plan ✓ Midtown Urban Renewal Plan ✓ Midtown Existing Conditions Survey I I F A Financial Request Total Project Cost Projected Actual Value Projected Annual Tax Increment Total Property Tax Increment Expected TIF Requested % of Total Tax Increment Requested $5, 980, 924 $512241236 $39,155 $865, 340* $494,000 * Assumes 23 years of increment with zero growth. 57% Eligible Costs Original Request = $772,879 Negotiated Reimbursement = $494,000 Environmental Mitigation Infrastructure Upgrades Public Amenities Fagade Improvements Total Eligible Costs $117, 750 $229, 374 $137, 500 9 376 $4945000 TIF Reimbursement Structure • Developer receives lump sum payment equal to 50% of total reimbursement amount • Developer receives annual reimbursement payments for 21 years that total 50% of reimbursement amount • Total Reimbursement Amount = $4941000 Example. ➢ Lump Sum Payment = $247, 000 ➢ Annual Reimbursement payment = $11, 762 ➢ Total Annual Payments = $2475r000 ➢ Total Reimbursement - $4945, 000 TIF Reimbursement Structure Total Reimbursement Amount + Interest = 77% of Estimated Total Tax Increment TIF Growth Rate Percent of TIF Pledged Total TIF Collected (Est.) Developer Lump Sum Developer Payback over time Cost of Capital Total TIF Pledged 1N 77% $865,340 $247,000 $247,000 $1757284 $669,284 Key Reimbursement Points • Developer must obtain C.O. of building before URA will make lump sum payment. • URA may pre -pay the reimbursement at any time. • Tax increment projection is based on County Estimate of Value. • Annual payment is fixed = $11,762 • �� R- 1 •FlFro '.1 l 1:WL • RESOLUTION NO. 061 OF THE BOARD OF COMMISSIONERS OF THE FORT COLLINS URBAN RENEWAL AUTHORITY APPROVING A REDEVELOPMENT AGREEMENT BETWEEN THE FORT COLLINS URBAN RENEWAL AUTHORITY AND PROSPECT STATION, LLC, FOR THE PROSPECT STATION PROJECT AND A RELATED LOAN FROM THE CITY OF FORT COLLINS WHEREAS, the City of Fort Collins, Colorado (the "City") is a home rule municipality and political subdivision of the State of Colorado (the "State") organized and existing under a home rule charter (the "Charter") pursuant to Article XX of the Constitution of the State; and WHEREAS, on June 6, 1978, the City Council adopted Resolution 78-49, adopting findings and establishing the Fort Collins Urban Renewal Authority (the "Authority") as an urban renewal authority pursuant to Colorado Revised Statutes, Part 1 of Title 31, Article 25, as amended (the "Act"); and WHEREAS, by Resolution 2011-080, adopted and approved on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Act and appropriate for an urban renewal project; and WHEREAS, by Resolution 2011-081, adopted and approved on September 6, 2011, the City Council adopted an urban renewal plan for the Midtown Area in Fort Collins, which area includes the Property; and WHEREAS, by Resolution 2013-043, adopted and approved on May 7, 2013, the City Council adopted amendments to the previously adopted urban renewal plan for the Midtown Area (as amended, the "Urban Renewal Plan" or the "Plan"); and WHEREAS, the purpose of the Urban Renewal Plan is to eliminate blight and otherwise implement and further the above -referenced Resolutions, and the purposes, policies, goals, and objectives of the Authority and the Plan, pursuant to the Act; and WHEREAS, Prospect Station, LLC (the "Developer") desires to construct a new residential and commercial development with approximately 29 residential rental units and one small retail commercial space immediately west of the Mason Trail, south of Prospect Road (the "Project"); and WHEREAS, in order to proceed with the Project certain public infrastructure and amenities must be constructed, and environmental hazards must be mitigated; and WHEREAS, Authority staff has worked with the Applicant to identify appropriate financial assistance from the Authority that would enhance the likelihood that the Project will be built; and -1- WHEREAS, Authority staff and the Applicant have discussed a financial assistance package that includes reimbursing the Applicant for constructing certain activities and improvements and environmental mitigation costs that would normally be the sole responsibility of the Applicant; and WHEREAS, Authority staff has prepared for the Board of Commissioners of the Authority (the "Board") a proposed agreement between the Authority and the Applicant that sets forth the terms and conditions upon which financial assistance will be provided to the Applicant by the Authority (the "Agreement"); and WHEREAS, the Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference; and WHEREAS, the total cost of the Project is expected to be approximately $5.5 million and the Agreement provides that the cost of the activities and improvements to be funded by the URA is capped at $ 494,000, half of which ($247,000) will be paid upon completion of the determination of the eligible costs for reimbursement (the "Initial Reimbursement"), and the other half of which ($247,000) will be paid over time from the tax increment revenues expected to be generated by the Project; and WHEREAS, the Authority calculates that the Project will generate approximately $39,155 annually in property tax increment; and WHEREAS, the Board believes that the Agreement is in the best interests of the Authority; and WHEREAS, the URA must borrow funds to pay for the Initial Reimbursement until it is able to use the additional increment of property tax generated by the Developer's Project to issue a bond or obtain other financing; and WHEREAS, on this date, the City Council will consider Resolution 2013-079, expressing the City Council's intent to authorize the use of the General Fund reserves for a loan to the URA to fund the Initial Reimbursement; and WHEREAS, upon completion of the Project and a determination of the final amount of the reimbursement to the Developer under the Agreement, the City intends to lend to the URA, subject to execution of a loan agreement and promissory note appropriate to evidence the URA's obligation for repayment, the amount of the Initial Reimbursement (the "Loan"); and WHEREAS, the interest rate and payment schedule for the Loan will be set by the City's Financial Officer in accordance with the City Council approved policy for Interfund Loans in effect at the time of the Loan; and WHEREAS, the URA is authorized by Section 31-25-105 of the Colorado Revised Statutes to borrow money in such amounts as may be needed to meet its purposes; and -2- WHEREAS, the Board believes that the Loan is in the best interests of the URA and will promote the purposes of the URA.. NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE FORT COLLINS URBAN RENEWAL AUTHORITY as follows: Section 1. That the Board hereby finds that it is in the best interests of the Authority to provide financial assistance to the Applicant pursuant to the terms and conditions contained in the Agreement because the Project will, within the Urban Renewal Plan Area, improve the property and sales tax base, enhance and build public infrastructure, eliminate and prevent blight and otherwise further the purposes, goals, and objectives of the Midtown Urban Renewal Plan. Section 2. That the Agreement is hereby approved, and the Executive Director is authorized to execute the Agreement, subject to such modifications in form or substance as the Executive Director may, in consultation with the Authority Attorney, deem desirable and necessary to protect the Authority's interests, or to further the purposes of the Urban Renewal Plan and this Resolution. Section 3. That the Executive Director is hereby authorized to execute a note and loan agreement, at a time and in a form determined by the Executive Director, in consultation with URA legal counsel, to be consistent with this Resolution, and to be appropriate and necessary to protect the interests of the URA. Passed and adopted at a regular meeting of the Board of Commissioners of the City of Fort Collins Urban Renewal Authority this 17th day of September A.D. 2013, ATTEST: Secretary .3- Chairperson REDEVELOPMENT AGREEMENT PROSPECT STATION This Agreement is made and entered into effective as of the day of 20131 by and between the Fort Collins Urban Renewal Authority, a body corporate and politic of the State of Colorado (the "Authority"), and Prospect Station, L.L.C., a Colorado limited liability company (the "Developer'). RECITALS WHEREAS, the Developer is the owner of the property that is the subject of this Agreement (the "Property") described as follows: LOT 1 PROSPECT STATION SUBDIVISION BEING A REPLAT OF LOT 10, GRIFFIN PLAZA SUBDIVISION, AND A PORTION OF VACATED TAMASAG DRIVE, SITUATE IN THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 7 NORTH, RANGE 69 WEST OF THE 6T" P.M., CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO; and WHEREAS, the City of Fort Collins, Colorado (the "City") is a home rule municipality and political subdivision of the State of Colorado (the "State") organized and existing under a home rule charter (the "Charter") pursuant to Article XX of the Constitution of the State; and WHEREAS, on June 6, 1978, the City Council adopted Resolution 78-49, adopting findings and establishing the Fort Collins Urban Renewal Authority (the "Authority") as an urban renewal authority pursuant to Colorado Revised Statutes, Part 1 of Title 31, Article 25, as amended (the "Act"); and WHEREAS, by Resolution 2011-080, adopted and approved on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Act and appropriate for an urban renewal project; and WHEREAS, by Resolution 2011-081, adopted and approved on September 6, 2011, the City Council adopted an urban renewal plan for the Midtown Area in Fort Collins, which area includes the Property; and WHEREAS, by Resolution 2013-043, adopted and approved on May 7, 2013, the City Council adopted amendments to the previously adopted urban renewal plan for the Midtown Area (as amended, the "Urban Renewal Plan"); and WHEREAS, the purpose of this Agreement is to eliminate blight and otherwise implement and further the above -referenced Resolutions, and the purposes, policies, goals, and objectives of the Authority and the Plan, pursuant to the Colorado Urban Renewal Law, Part I of Article 25 of Title 31, C.R.S. (the "Act"); and WHEREAS, the Property is within the Urban Renewal Area described in the Plan, and is within the Prospect South Tax Increment Financing District, in which property taxes have been divided pursuant to the Act and the Plan, establishing a property tax increment to fund redevelopment and public improvement projects of the Authority; and WHEREAS, the Developer will pursue certain undertakings and activities to eliminate and prevent blight, by clearing, rehabilitating and redeveloping the Property, within the meaning of the term "urban renewal project," as set forth in the Plan and as defined in the Act; and WHEREAS, the Authority and the Developer wish to cooperate in the redevelopment of the Property in furtherance of the Plan by entering into this Agreement. AGREEMENT NOW THEREFORE, in consideration of the promises and the mutual obligations of the Parties and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows. SECTION 1, DEFINITIONS In this Agreement, unless a different meaning clearly appears from the context: Act means the Colorado Urban Renewal Law, Part I of Article 25 of Title 31, C.R.S. Agreement means this Agreement, as it may be amended or supplemented in writing. References to Sections or Exhibits are to this Agreement unless otherwise qualified. Building means the building identified in Exhibit A. Category means one or more of the three (3) Categories of Eligible Costs set forth on Exhibit B Certificate of Occupancy shall mean a final, unconditional certificate of occupancy issued by the City's Building Official under Chapter 5 of the City Code, or a conditional certificate of occupancy, provided that the Authority, in its sole discretion, determines that the conditional certificate of occupancy is sufficient given the circumstances and purposes of the Authority. 9/4/13 Page 2 Certificate of Valuation means the certification by the Larimer County Assessor's Office to determine predicted valuation of the Project once complete that is attached as Exhibit C. Charter means the Municipal Charter of the City of Fort Collins. City means the City of Fort Collins, Colorado. City Code means the Municipal Code of the City of Fort Collins. Commence Construction and Commencement of Construction mean to obtain a building permit to construct the Building, if the Developer diligently pursues the construction of the Building under the permit in a manner necessary to Complete Construction of the Project. Complete Construction and Completion of Construction with mean that: 1) construction of the Building is complete under applicable laws, ordinances and regulations; and 2) Certificate of Occupancy has been issued for the Building for its intended permitted use without restrictions. Control or Controlled by, with respect to any entity means possession of the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of the majority of voting securities, by contract, or otherwise. Covenant Not to Protest means the Covenant Not to Protest the valuation of the Property for real property tax purposes by the Larimer County Assessor required under Section 2.11. Developer means Prospect Station, L.L.C., a Colorado limited liability company, and any successors and assigns as permitted under Section 2.9 of this Agreement or as approved by the Authority. Developer Financing means the financing described in Section 2.L Development Agreement means the Development Agreement for the Project, once the same has been approved by the City and recorded against the Property. Eligible Costs means the reasonable and necessary expenditures to design and carry out the Funded Improvements as identified on Exhibit B incurred by the Developer subsequent to the date of this Agreement, as certified by the Developer and, at the Authority's option, verified by an appropriate expert. Certain costs for water and sewer line extension work identified on Exhibit B, up to a total maximum amount of $10,000, that were incurred after the filing by Developer with the Authority of an application for reimbursement, but prior to the date of this Agreement, are deemed to be Eligible Costs. Eligible Costs shall not include interest paid or accrued on any such expenditures. 9/4/13 Page 3 Final Development Plan means the Final Development Plan for the Project, once the same has been approved by the City. Funded Improvements means the improvements or activities and undertakings listed in Exhibit B that the Developer will construct as part of the Project, for design and completion of which the Eligible Costs will be incurred. Land Use Code means the Land Use Code of the City of Fort Collins. FArty or Parties means a party or the parties to this Agreement, as first identified above. Plan and Urban Renewal Plan mean the Midtown Urban Renewal Plan described in the Recitals. Pre -Project Tax Base Amount means the amount representing the taxes paid on the Property in 2013 before the construction of the Project and certified as such by the Larimer County Assessor's Office as shown on Exhibit C, which the Parties agree for the purpose of this Agreement is$4,329.68 Project means the design, construction and reconstruction of all improvements, infrastructure, parking, streets, rights -of -way, buildings, structures, signage, and landscaping to be constructed on the Property pursuant to the Final Development Plan and Development Agreement, and includes, but is not limited to, the Funded Improvements and Building. Property means the real property legally described as follows: LOT 1 PROSPECT STATION SUBDIVISION BEING A REPLAT OF LOT 10, GRIFFIN PLAZA SUBDIVISION, AND A PORTION OF VACATED TAMASAG DRIVE, SITUATE IN THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 7 NORTH, RANGE 69 WEST OF THE 6T" P.M., CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO Outside Date means the date by which the parties agree a certain event must have occurred in order for the Developer to be in compliance with the terms of this Agreement, as set forth in the Schedule of Performance. Reimbursement Cap means the maximum Reimbursement Obligation of Four Hundred and Ninety Four Thousand Dollars ($494,000.00), subject to the conditions and limitations as provided in Section 3.1. Reimbursement Obligation means the obligation of the Authority to reimburse the Developer for the Eligible Costs under Section 3.1, up to the Reimbursement Cap. 9/4/13 Page 4 Related Entity means any entity wholly owned or Controlled by the Developer. For this definition, the term "owned" means the ownership of 100% of the ownership interests in the entity; and the term "Controlled" shall have the meaning hereinabove set forth. Schedule of Performance means the schedule that governs the times for the performance by the Developer and the Authority attached hereto as Exhibit D. Target Date means the date by which the parties agree a certain event is reasonably expected to have occurred, as set forth in the Schedule of Performance. Urban Renewal Area means all of the area of real property, including public rights of way within the boundaries of the Urban Renewal Project as described and delineated in the Plan. SECTION 2. DEVELOPER OBLIGATIONS 2.1 Developer Financing. The Developer agrees to provide the Developer Financing expected to comprise approximately $1.5 million of Developer equity and $4.5 million in construction loans. The terms of the Developer Financing must be consistent with the requirements of this Agreement and adequate to Complete Construction of the Project under this Agreement and by the date specified in the Schedule of Performance. Subject to obtaining Developer Financing, the Developer represents and agrees it has the financial and legal ability and can bear the economic risk of financing and achieving Completion of Construction of the Project, the costs of which are to be paid under the terms and conditions of this Agreement and the approved construction documents. The Authority acknowledges that the terms and conditions of the Developer Financing will be determined by separate agreements and instruments to which the Authority will not be a party, which agreements and instruments shall not alter or affect the respective rights and obligations of the Developer and the Authority under this Agreement. The Authority acknowledges, subject to the foregoing, that the Developer and other parties to the Developer Financing are entitled to establish, modify or amend the Developer Financing, without the consent of the Authority. 2.2 Demolition, Clearance and Preparation of the Property. The Developer will demolish and clear any existing improvements from the Property and prepare the Property for construction of the Project. This work shall be performed in accordance with the requirements of all laws, rules, and regulations, including those of the City. 2.3 Design and Construction of the Project. The Developer is responsible for obtaining and reviewing all information that the Developer believes is necessary or desirable to fulfill its obligations under this Agreement. Subject to obtaining the Developer Financing, the Developer agrees to construct the Project in accordance with this Agreement. The Schedule of Performance sets forth the Target Dates and Outside Dates for obtaining Developer Financing and Completion of Construction of the Project, and other deadline dates. The Developer, subject to the approval of the Authority, which approval shall not be unreasonably withheld, conditioned 9/4/13 Page 5 or delayed, shall have sole responsibility for the design, development and construction of the Funded Improvements, the Building, and the Project, including without limitation, design, construction, selection, and supervision of any architects, engineers, and consultants. For construction of the Project, the Developer agrees to select contractors that the Developer's architect deems qualified by experience to construct a Project of this quality and caliber. Regardless of the costs incurred by the Developer for the Project, the Authority's Reimbursement Obligation shall not exceed the Reimbursement Cap. 2.4 Approval of the Construction Documents and Modifications to the Final Development Plan. The Developer shall prepare and obtain the approval of the City and the Authority, including, but not limited to, the City's development review process and independent review by the Authority, of all construction documents related to construction of the Project and the Final Development Plan. Approval by the Authority shall not be unreasonably withheld, conditioned or delayed. 2.5 Construction of the Project. Subject to obtaining the Developer Financing, the Developer shall Commence Construction and Complete Construction of the Project in accordance with the City's applicable standards and requirements. These activities will occur on or before the dates specified in the Schedule of Performance. All construction activities shall conform to all laws, codes, ordinances, and policies, including, but not limited to, those of the City. 2.6 [Paragraph omitted.] 2.7 Books and Accounts; Financial Statement. The Developer will keep, or cause to be kept, proper and current books and accounts in which complete and accurate entries shall be made of amounts paid out, and such other calculations, allocations and payments to construct the Project. 2.8 Inspection of Records. All books, records and reports in the possession of the Developer relating to the Project shall at all reasonable times and subject to twenty-four (24) hours advance notice be open to inspection (at Authority expense) by such accountants or other agents as the Authority may from time to time designate. 2.9 Restrictions on Assignment and Transfer. Except as hereinafter permitted, prior to Completion of Construction of the Project the Developer shall not assign or transfer all or any part of or any interest in this Agreement or the Property without the prior written approval of the Authority, which approval shall not be unreasonably withheld, conditioned or delayed. For this Agreement (a) an assignment or transfer shall include a change of the parties in Control of the Developer, and (b) unreasonably withheld, conditioned or delayed shall mean failing to approve within ten business days without identifying legitimate concerns of the Authority related to, but not limited to, the generation of tax increment, the capacity of the assignee or transferee to Complete Construction, and the preservation and promotion of the Plan. The Developer shall, upon the Developer's gaining of knowledge thereof, promptly notify the 9/4/13 Page 6 Authority of any and all changes in the identity of the parties in Control of the Developer, or the degree thereof. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. Approval of an assignment or transfer by the Authority shall not relieve the Developer of its obligations to Complete Construction of the entire Project, unless the Authority agrees in writing. The foregoing Restriction on Assignment and Transfer shall terminate upon Completion of Construction of the Project. Notwithstanding the foregoing, subject to receipt and approval of all relevant documents confirming such transfer or assignment, the Developer may: (i) assign this Agreement and transfer the Property to a Related Entity of the Developer; (ii) collaterally assign its right to receive reimbursement under this Agreement to any lender that provides all or any portion of the Developer Financing, provided that any document assigning the Developer's right to receive reimbursement hereunder shall expressly provide that no reimbursement will be made by the Authority unless and until Completion of Construction of the entire Project by the Developer under the terms of this Agreement; (iii) enter into a contract to sell all or a portion of the Project upon Completion of Construction of the entire Project, provided that no such sale may occur prior to Completion of Construction of the entire Project by the Developer without the Authority's consent. Except when a permitted assignee expressly assumes such obligation, no permitted assignment of this Agreement or transfer of the Property shall relieve the Developer of its obligation to complete Construction of the entire Project under this Agreement. 2.10 Progress Reports. Until Completion of Construction of the Project the Developer shall make reports in such detail and at such times as the Authority may reasonably request as to Developer's progress with respect to the Commencement of Construction, the progress of construction and the Completion of Construction as described in the Schedule of Performance. 2.11 Protesting the Actual Value Determined by the Larimer County Assessor/Condition Precedent. The Developer, including any assignees and successors, agrees and acknowledges that the Reimbursement Obligation is funded by the Larimer County Assessor's collection of property taxes. Consequently, Developer, and any assignees or successors, agrees that from the date of this Agreement through December 31, 2036, if the Actual Value determined by the Larimer County Assessor is at or below the value set forth in the Certificate of Valuation (the "Valuation") relied on by the Authority, and attached to this Agreement as Exhibit C, it will not protest the Actual Valuation of the Property determined by the Larimer County Assessor to reduce the property tax for the Property. If Developer, or any assignee or successor, either (i) protests the Actual Value when it is at or below the value in the Valuation, or (ii) protests the Actual Valuation and succeeds in reducing it to an amount less than the Valuation, the Authority's Reimbursement Obligation will be reduced proportionally commensurate with the reduction in Actual Value. The Developer will file a covenant with the Larimer County Clerk and Recorder in a form satisfactory to the Authority, reflecting this representation and agreement ("the Covenant Not to Protest") upon the execution of this Agreement. The Authority shall have no obligation arising under this Agreement until the Covenant Not to 9/4/13 Page 7 Protest has been so recorded. The Covenant Not to Protest shall provide that the URA Executive Director may terminate the Covenant at any time in his or her discretion by recording a notice of termination and providing a copy of the same to the then owner of record of the Property. If this Agreement is terminated for any reason whatsoever, the Covenant Not to Protest shall immediately and automatically terminate, become null and void, and be of no further force or effect. Upon termination of this Agreement, the Authority shall execute, acknowledge and deliver to the Developer such documents or instruments as may be necessary or reasonably required by a title company to delete and remove the Covenant Not to Protest from the chain of title to the Property. SECTION 3, AUTHORITY OBLIGATIONS 3.1 Reimbursement Obligation/Reimbursement Cap. The Authority agrees to reimburse the Developer for the Eligible Costs incurred and certified by the Developer, to the extent provided herein (the "Reimbursement Obligation'). If, as contemplated by the parties, the contingencies and requirements described in this Agreement are satisfied, the Authority will reimburse to the Developer One Hundred Percent (100%) of the Eligible Costs incurred, up to the total amount of Four Hundred and Ninety Four Thousand Dollars ($494,000.00) (the "Reimbursement Cap"). 3.2 Conditions for Reimbursement. 3.2.1 The Reimbursement Obligation is contingent upon Completion by the Developer of the Project. If this requirement is not met by the Outside Date specified in the Schedule of Performance attached hereto as Exhibit D. the Authority shall have no Reimbursement Obligation to the Developer and this Agreement shall be deemed null and void. 3.2.2 The Reimbursement Obligation and any payment required to be made hereunder is further contingent upon verification by the Authority that all of Developer's representations and warranties, as set forth in Section 5.1, below, have been met and kept current. The Authority may delay payment of any Reimbursement Payment (as defined below) due, until the Developer provides reasonable evidence of full compliance with said representations and warranties, if requested by the Authority in its discretion. 3.2.3 The Reimbursement Obligation is limited to reimbursement for Eligible Costs for the specified Funded Improvements, as set forth in Exhibit B. The Developer shall provide documentation of the Eligible Costs using forms provided by the Authority. If this requirement is not met by the Outside Date specified in the Schedule of Performance attached hereto as Exhibit D, including lien waivers and releases for labor and materials provided for the Project for or related to the 9/4/13 Page 8 Funded Improvements, the Authority shall have no Reimbursement Obligation to the Developer and this Agreement shall be deemed null and void. After the Developer has submitted all required documentation of the Eligible Costs, the Authority shall, within no more than 45 business days,including such verification and review of costs by an appropriate expert as the Authority determines to be appropriate, notify the Developer of the Authority's determination of eligibility, the costs determined to be Eligible Costs reimbursable, and the total of the Reimbursement Obligation. 3.3 Payment of Reimbursement. After the Developer has completed performance of the Conditions for Reimbursement as described in Section 3.2, and the Authority has determined the Reimbursement Obligation, the Authority shall pay to the Developer the Reimbursement Obligation, as follows: 3.3.1 Fifty percent (50%) of the total Reimbursement Obligation will be paid by the Authority to the Developer in a single payment no later than 45 days after the Conditions for Reimbursement have been met. The remaining fifty percent (50%) of the Reimbursement Obligation shall be paid according to Sec. 3.3.2 below. 3.3.2 Fifty percent (50%) of the total Reimbursement Obligation will be paid by the Authority to the Developer over a twenty-one year period, commencing in 2016 and terminating in 2036. During that period, no later than each January 315f the Authority shall pay to the Developer from the property tax increment determined by the Authority to have been generated by the Project on the Property and paid during the preceding calendar year, the amount of Eleven Thousand Seven Hundred and Sixty -Two Dollars ($11,762.00), or such portion of that amount remaining due within the Reimbursement Cap limitation in Section 3.3.3, if less than $11,762.00. The tax increment generated by the Project on the Property and paid in the preceding calendar year shall be calculated by subtracting the Pre -Project Tax Base Amount from the total property taxes paid in that year. 3.3.3 The total of all Reimbursement Payments shall not exceed the Reimbursement Cap. The Authority shall continue to annually pay to the Developer a Reimbursement Payment until the earlier of either: 1) the full payment of the Reimbursement Obligation up to the Reimbursement Cap; or 2) February 1, 2036. Upon the occurrence of either of these events, the Authority shall have no further obligation to the Developer for reimbursement hereunder. 3.4 Authority Right to Pre -Pay. The Authority reserves the right to pre -pay any amount due hereunder without penalty, in its discretion. 9/4/13 Page 9 3.5 Limitation. The Authority shall not enter into any agreement or transaction that impairs the rights of Developer under this Agreement, including, without limitation, the right to receive reimbursement for the Eligible Costs allocated to it under the procedures established in this Agreement; provided, however, nothing herein shall preclude the Authority from entering into other financial obligations, or other financial obligations regarding the Project, so long as the Authority in its reasonable discretion concludes its actions do not and will not in the future interfere with its obligations. SECTION 4. INSURANCE AND INDEMNIFICATION 4.1 Insurance. At all times after the date of this Agreement during which the Developer is engaged in preliminary work on the Property or adjacent streets and during the period from the Commencement of Construction until Completion of Construction of the Project, the Developer shall carry, or cause its general contractor to carry, and, upon request, will provide to the Authority certificates of insurance as follows: a. Builder's risk insurance (with a deductible not to exceed $5,000) in an amount equal to 100% of the projected replacement value of the Improvements at the date of Completion of Construction; b. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) and umbrella liability insurance with a combined single limit for both bodily injury and property damage of not less than $1,000,000. Such insurance may carry a deductible in an amount not to exceed $10,000 per claim for property damage and $5,000 per claim for employee benefits; and C. Worker's compensation insurance, with statutory coverage, including the deductible permitted by statute. All such insurance policies shall be issued by responsible companies selected or approved by the Developer, subject to the reasonable Approval of the Authority and the City. Prior to Commencement of Construction, the Developer shall deliver to the Authority and the City policies or certificates evidencing or stating that such insurance is in force and effect. Each policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to the Developer and to the Authority and the City at least 30 days before the date the cancellation or modification becomes effective and shall name the Authority and the City as additional insureds, specifying that the insurance shall be treated as primary insurance. 4.2 Indemnification. The Developer shall defend, indemnify, assume all responsibility for and hold the Authority, the Authority's commissioners, the City, the City's council members, and the officers and employees of the City and the Authority harmless (including, without 9/4/13 Page 10 limitation, for attorneys' fees and costs) from all claims or suits for and damages to property and injuries to persons, including accidental death, that may be caused by acts or omissions of the Developer under this Agreement or in connection with the Project, whether such activities are undertaken by the Developer or anyone directly or indirectly employed by or under contract to the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. SECTION 5. REPRESENTATIONS AND WARRANTIES 5.1 The Developer represents and warrants, as of the Effective Date, as follows, with a continuing obligation to notify the Authority of changes to the same through the completion of payment of the Reimbursement Obligation by the Authority: a. The Developer is a limited liability company under no disability that is qualified to do business in the State of Colorado, and has the legal capacity and the authority to enter into and perform its obligations under this Agreement. The Developer has duly authorized the execution, delivery and performance of this Agreement; b. The execution and delivery of this Agreement and such documents and the performance and observance of their terms, conditions and obligations have been duly and validly authorized by all necessary action to make this Agreement and such documents and such performance and observance are valid and binding upon the Developer; C. To the Developer's current, actual knowledge, after reasonable inquiry, the execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by this Agreement will not: i. conflict with or contravene any law, order, rule or regulation applicable to the Developer or to its governing documents, ii. result in the breach of any terms or provisions of, or constitute a default under, any agreement or other instrument to which the Developer is a party or by which the Developer may be bound or affected, or iii. permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation of the Developer; d. To the Developer's current, actual knowledge, after reasonable inquiry, there is no litigation, proceeding, initiative, referendum, or investigation or any 9/4/13 Page 11 threat of the same contesting the powers of the Authority, the City, the Developer with respect to this Agreement not disclosed in writing to the Authority; and e. The Developer has the legal ability to perform its obligations under this Agreement and has the financial ability, through borrowing or otherwise, to complete the Funded Improvements, the Building and the Project, subject to the terms and conditions of this Agreement. This Agreement constitutes a valid and binding obligation of the Developer, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. 5.2 The Authority represents and warrants as follows: a. The Authority is an urban renewal authority duly organized and existing under applicable law and has the right, power, legal capacity, and the authority to enter into the Agreement and has authorized the execution, delivery and performance of this Agreement by proper action of its Board of Commissioners; b. To the Authority's current, actual knowledge, after reasonable inquiry, the Authority knows of no litigation or threatened litigation, proceeding or investigation contesting the powers of the Authority or its officials with respect to the Project, this Agreement, or the Funded Improvements not disclosed to the Developer; C. To the Authority's current, actual knowledge, after reasonable inquiry, the execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by this Agreement will not: i. conflict with or contravene any law, order, rule or regulation applicable to the Authority or to its governing documents, ii. result in the breach of any terms or provisions of, or constitute a default under, any agreement or other instrument to which the Authority is a party or by which it may be bound or affected, or iii. permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation of the Authority; and 9/4/13 Page 12 d. This Agreement constitutes a valid and binding obligation of the Authority, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. The Authority will defend the validity of this Agreement in the event of any litigation arising hereunder that names the Authority as a party or which challenges the authority of the Authority to enter into or perform its obligations hereunder. SECTION 6. DEFAULT AND REMEDIES 6.1 Default by Developer. Default by Developer under the Agreement shall mean one or more of the following events: a. The Developer fails to obtain the Developer Financing as required and set forth in the Schedule of Performance; b. The Developer, in violation of Section 2.9 of this Agreement, assigns this Agreement or transfers any part of the Property, or any rights in the same; C. There is any change in Control of the Developer or in the identity of the parties in Control of the Developer that violates this Agreement; d. The Developer fails to provide approved construction documents as required by this Agreement; e. The Developer fails to Commence Construction within a reasonable period of time after: (i) approval of the Final Development Plan, final construction drawings and issuance of permits by the City and (ii) funding of the Developer Financing; or the Developer fails to Commence Construction later than the Outside Deadline required by the Schedule of Performance; f. The Developer fails to complete its obligations by the Outside Deadlines in the Schedule of Performance; g. The Developer fails to materially observe or perform any other covenant, obligation or agreement required of it under this Agreement; or h. The Developer attempts to protest the actual value of the Property with the Larimer County Assessor in violation of the Covenant Not to Protest required under Section 2.11. If any Default is not cured within the time allowed in Section 6.3 then the Authority may exercise any remedy available under this Agreement. 9/4/13 Page 13 6.2 Default by the Authority under the Agreement shall mean one or more of the following events: a. The Authority fails to pay the Reimbursement Obligation in violation of this Agreement; or b. The Authority fails to materially observe or perform any covenant, obligation or agreement required of it under the Agreement. 6.3 Grace Periods. Upon a Default by either Party, that Party shall, upon written notice from the non -defaulting Party, proceed diligently to cure or remedy the Default and shall have cured the Default within 30 days (60 days if the Default relates to the Outside Date for Completion of Construction) after receipt of such notice, or shall have commenced the cure and diligently pursued it to completion within a reasonable time if the cure cannot reasonably be accomplished within 30 days (or 60 days if the Default relates to the Outside Date for Completion of Construction). There shall be no grace period for the Submission of Documentation for Eligible Costs to URA by the Outside Date, as set forth on Exhibit D. 6.4 Remedies on Default. Whenever any Default occurs and is not cured under Section 6.3, the non -defaulting Party may take any one or more of the following actions: a. Suspend performance under this Agreement until it receives assurances from the defaulting Party, deemed reasonably adequate by the non -defaulting Party, that the defaulting Party will cure its default and continue its performance under this Agreement; b. Cancel and rescind the Agreement; or C. Take whatever legal or administrative action or institute such proceedings as may be necessary or desirable in its opinion to enforce observance or performance of this Agreement, including, without limitation, specific performance or to seek any other right or remedy at law or in equity, including damages. 6.5 Delays; Waivers. Any delay by either Party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under the Agreement shall not operate as a waiver of such rights or deprive it of or limit such rights. No waiver in fact made by a Party with respect to any specific default by the other Party under the Agreement shall be considered or treated as a waiver of the rights with respect to any other defaults by the other Party under the Agreement or with respect to the particular default except to the extent expressly waived in writing. The Parties intend this provision will enable each Party to avoid the risk of being limited in the exercise of a remedy provided in the Agreement by waiver, laches or otherwise in 9/4/13 Page 14 the exercise of such remedy at a time when it may still hope to resolve the problems created by the default involved. 6.6 Enforced Delays. Any delays in or failure of performance by any Party of its obligations under this Agreement shall be excused if such delays or failure result from acts of God, fires, floods, strikes, labor disputes, accidents, regulations, order of civil or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, that are beyond the control of such Party. 6.7 Rights and Remedies Cumulative. The rights and remedies of the Parties to the Agreement are cumulative, and the exercise by either Party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for any other default or breach by any other Party. SECTION 7. MISCELLANEOUS 7.1 Conflicts of Interest. None of the following shall have any personal interest, direct or indirect, in the Agreement: A member of the governing body of the Authority or of the City; an employee of the Authority or of the City who exercises responsibility concerning the Project, or an individual or firm retained by the City or the Authority who has performed consulting services for the Project. None of the above persons or entities shall participate in any decision relating to the Agreement that affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. 7.2 Antidiscrimination. The Developer, for itself and its successors and assigns, agrees that in the completion of the Funded Improvements, the Building and the Project provided for in the Agreement and in the use and occupancy of the Property, the Developer will not discriminate against any employee or applicant for employment otherwise qualified because of race, color, creed, religion, sex, sexual orientation, age, disability (subject to the availability of a reasonable accommodation of the disability), marital status, ancestry, or national origin. 7.3 Title of Sections. Any titles of the several parts and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting its provisions. 7.4 No Third -Party Beneficiaries. No third -party beneficiary rights are created in favor of any person not a party to the Agreement. The parties acknowledge that rights hereunder may be assigned or transferred pursuant to under an Authority -approved full or partial assignment of this Agreement. 7.5 Venue and Applicable Law. Any action arising out of the Agreement shall be brought in the Larimer County District Court and the laws of the State of Colorado shall govern the 9/4/13 Page 15 interpretation and enforcement of the Agreement, without giving effect to its conflicts of laws provisions. 7.6 Non -liability of Officials, Agents and Employees. No council member, board member, commissioner, official, employee, consultant, attorney or agent of the Authority or the City shall be personally liable to the Developer under the Agreement or in the event of any default or breach by the City or Authority or for any amount that may become due to the Developer under the Agreement. No official, employee, consultant, attorney or agent of the Developer shall be personally liable to the Authority or the City under the Agreement or in the event of any default or breach by the Developer or for any amount that may become due to the Authority or the City under the Agreement. 7.7 Authority or City Not a Partner. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, neither the Authority nor the City shall be deemed or represented as a partner or joint venturer of the Developer or any contractor or subcontractor performing work on the Property or the Funded Improvements, the Building or the Project. Neither the Authority nor the City shall be responsible for any debt or liability of the Developer, or its managers or members, or such contractor or subcontractor. 7.8 Integrated Contract. This Agreement is an integrated contract and invalidation of any of its provisions by judgment or court order shall in no way affect any of the other provisions, which shall remain in full force and effect unless the Parties otherwise agree to an amendment. 7.9 Counterparts. The Agreement may be executed in counterparts, each of which shall constitute one and the same instrument. 7.10 Notices. A notice, demand, or other communication under the Agreement by any party to the other shall be in writing and sufficiently given if delivered in person or if it is delivered by overnight courier service with guaranteed next -day delivery or by certified mail, return receipt requested, postage prepaid, and: a. In the case of the Developer, is addressed to or delivered to the Developer, with a copy to XXX Bank, as follows: Prospect Station, LLC Attn: Connie Dohn 2642 Midpoint Drive. Fort Collins, CO 80525 And XXX Bank Attn: 9/4/13 Page 16 [ADDRESS] b. In the case of the Authority, is addressed to or delivered to the Authority as follows: Executive Director Fort Collins Urban Renewal Authority 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80522 And City Attorney City of Fort Collins 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80522 or at such other substituted address as the affected party may, from time to time, designate in writing and forward to the other as provided in this Section. Notice provided by in -person delivery or by overnight courier shall be considered delivered as of the verified date of delivery. Notice provided by regular U.S. Mail shall be considered delivered three (3) days after the date of deposit with the U.S. Postal Service. 7.11 Good Faith of Parties. In performance of the Agreement or in considering any requested extension of time or in giving any approval, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously or unreasonably withhold, condition or delay any approval required by the Agreement. 7.12 Exhibits Merged. All Exhibits attached to the Agreement are expressly integrated herein. 7.13 Days. If the day for any performance or event provided for herein is a Saturday, Sunday or other day on which either national banks or the office of the Clerk and Recorder of Larimer County, Colorado, is not open for the regular transaction of business, the day for performance shall be deemed to be the next day on which the banks or Clerk and Recorder are open for the transaction of business. 7.14 Further Assurances. Each Party agrees to execute such documents and take such action as shall be reasonably requested by the other Party to confirm, clarify or effectuate this Agreement. 9/4/13 Page 17 7.15 Certifications. Each Party agrees to execute such documents as the other Party may reasonably request to verify or confirm the status of this Agreement and of the performance of the obligations hereunder and such other matters as the requesting Party may reasonably request. 7.16 Amendments, This Agreement shall not be amended except by written instrument. Each amendment, which shall be in writing and signed and delivered by the Parties, shall be effective to amend the provisions hereof. 7.17 Survival of Representations, Warranties and Covenants. No representations or warranties whatever are made by any Party except as expressly set forth in this Agreement. The representations, warranties and indemnities made by the Parties and the covenants and agreements to be performed or complied with by the respective Parties shall be deemed to be continuing. Nothing in this Section shall affect the obligations and indemnities of the Parties with respect to covenants and agreements in this Agreement that are permitted or required to be performed in whole or in part after issuance of a Certificate of Occupancy. 7.18 Minor Changes. This Agreement has been approved in substantially the form submitted to the governing bodies of the Parties. The officers executing the Agreement have been authorized to make, and may have made, minor changes in the Agreement and the attached Exhibits as they have considered necessary. So long as such changes followed the intent and understanding of the Parties at the time of Approval by the governing bodies, the execution of the Agreement shall constitute conclusive evidence of the approval of such changes by the respective Parties. 7.19 Joint Draft. The parties agree they drafted this Agreement jointly with each having the advice of legal counsel and an equal opportunity to contribute to its content. IN WITNESS WHEREOF, the Authority and the Developer have caused the Agreement to be duly executed as of the day first above written. DEVELOPER: PROSPECT STATION, LLC, A Colorado limited liability company By: Name: Title: 9/4/13 Page 18 AUTHORITY: THE FORT COLLINS URBAN RENEWAL AUTHORITY By: Darin Atteberry, Executive Director ATTESTED: APPROVED AS TO FORM: By: City Clerk 9/4/13 Page 19 By: Authority Legal Counsel EXHIBIT A Y II I I I LOT 1 I I 1 GRIFFIN PLAZA GRIFFIN FOUNDATION ZONED CH01 --_ i t / Site Plan Legal Description: •ems 1 I G I� nxamNes J GRIFFIN WIMP \ PLAZA ZONED II II I.E�f+4:iuYYW �~ YO.n�� r�wE�WlrwiAL.�M.TR.1�xEtiP aR�F.s..p�n.las.,nrx Wfra.fJNut., u.r. w.wGwY raonlNlKmsa�A� ars....r...ar.A+r.YV,1aD�rr _ W.,xflafEnrw•Nl�wir+r....x Y.yyW yMwNv6a�lAa. .QIaI.�y .M1yNx,. aI CF�YIK.�Y1 �!•�i L.i�,.iW.K•w NOYa ... I.M.—r.Y,.sma,u YIO.P.-wsrtC! c•. —.s. W O .. WTI 31.9011 aQ FT. owners CemBcadon of Approval: \ ww+wKrrt 1 1 LOTS 11 � II II wmulroErARm a rw,wi m�ss"rw"rt`r..v m �aa:Kcuisi irwi mi rra'ri rE"i oaETN.. w Kala�lw m mNx w w a rlAll w..x,exEwrom iauwrYxeeNurxerK nE EaNssRONo NerxrR.r w.RwnmKnNSRK K N. colsKsiox E>ac,� NarxrrwaN Planning Approval: General Notes: 1. upNpes.eL.LNu wro, D,n�w.eEalwmvaEamrla,a.wrK ar''ss"aaur wee�`an.ee.."n`.e.Rc°�`rro. `w.ee"p1. ,nnmvlErr.Txxv v ��K cw.rwrasaxNrmn,I�,a.K.LmrRK xw.AKn v scYe.lwm.oamRm.,oia.w«avoE..wssRvaurmKllwna �E: mvamr.�xn�ro.,xrroN�,o°�"` oENOf°.ElrY10o.w""°K""OKA1°' s Tarrcrwnw R.r..•xN,au LPELSDExoaGmDEorrasKrmxEm, aNlnuc,o. sa.eE:. ror+ssn m..EE.wr..Eo.E,..m�s.o rm.vEnXO°rae woanw mroe r.°E,�orul..eronurzsww.EenKsrm tense ro,.eoxsn,orr. mIEEc� awawle.0 LErl.arsuuuecaw.N.ss Rw.Re. onmla oE.,cEs r xl. Lv.,Erw.K IEn Euocn Ana a.aTE v aw. laauo"�LOexmer°N�wcrwwr xmrKa�DNExnwlLm,rnurYrEM 'rawLKRaARwnEP.rm. �.°'�" Wem'� `�,r� E.o�.�uNL.rawm gY.rrrt rK ,m.N.raEaR xocr�sAwwrwn Ea+wDRn �rm°fYiiecmx�'rEn o"s"rw.rwrvi�rr.�r��iru'�w onc<r"`ilEawariaoeNwmx a ___ _ ruleK+cnaaxK �.o DOKuwn'rRr`oEe'�.Ricrrarwawn.�mw«Lrc. K�"NeEmiN'I`Kw urcnREµ 9,BOPE LOEPN➢�v.EN/.r.n HbO YI nwE,.ER Wi ,6 [PglflE,n LEI®INenW1,fL`®14NVN4o,xEmoKGIYN rtxuaf. ,. ,wrls� m�s..rom`ss,,a:l ivow�`iunRn.n�s`�.rPss."'..wEa lmna Mclnlly Map:NWH HIGH SCHOOL PARK 13W Land -Use Statistics Building Data pWaSWE v rn ,s NET i'ss. roen.00x.w am IF w 0014 rnnlfa finxtlN, , .mx Eurinenw Oix n M1NNRs.nsx,ss TOTAL '.1ygpo,.nw aAONKSRDm.E K.vxn KnATEa LONTSUwn nm mr.. roEmapgpp1v, UNIT owl .x su,LaMUM Tasx Er. PEr aDEee'KenlKNrs:nwN KwRnVLYAII/MYYRrIInwW.R � W Rwl KwKP ,M-rYYR.Fnw,OrlCr mva. „u, ww) ,nr.mer,art,..x�.E.NEP ulwn,w wnaw a R.w .as.o erAvraavuol -nv.e, -cNm . maq TOM OSP�s .wWQXs Masao .NV.n, KTNEc.¢E YUE rn. V.K}K,rIIF -.Yr6A suchwnKEx r,Ecr,nrt. WIN oexxwA YNL¢rt. Peal rema.ws.ewann HmSmm a,.El .�•-.GrOrw„ MTINrt. 4123%1 ,RrxNn.M,Lew.� saNcrt. aNAN Legend T--�'�Exaowu — Sheet Index: SHEETL, SITE%AN SHEETt1 LANDS Ptkli SHEETU LANDSCAPE NOTES SHEETAI GMMMDF FLNW SHEETA2 LE 2163.TYMC.LLRESNEH RUMRRAN SHEETA3 SO PERSPECTNEL SHEET E[TENDREI ATIDNNS SHEETM E%TEMOREIFVATONS SHEET" SHAMWA YSIS SHEETAI VISM ANKVSIS I I =3uh uur asas,rEsmandl scleren Iad� PROSPECT STATION 221 West P,aspatl REreC Fon CMW, CdwaED Prospect Station, LLC 2643 Mi whit DMe FOK Coats CO W525 910.030AM Ctl ea W4 >vm Ay3. 2013 89s PI�I 9KMNM14eD L1 a 3 EXHIBIT B 1 2 t] EXHIBIT B - ELIGIBLE COSTS Environmental Mitigation Installation of underground environmental vapor barrier $15,000 Hazardous materials testing, removal, reporting and plan creation $8,750 Deconstruction of existing structure and improvements $32,000 plus phase one environmental report Removal of soil at old tank locations, $62,000 replaced with new structural fill compacted Subtotal Infrastructure Upgrades Upgrade of stormwater handling from swale to enhanced system as a result of the Mason Corridor pedestrian/ bike path Modification of Prospect Road/ Max transportation pullout Extension and upgrade of water and sewer line to south property line to service adjoining properties Subtotal Public Amenities Enhancement to public plaza adjacent to transportation corridor including seating, lighting, dog waste station, bike fix it station, and enhanced landscaping Subtotal 4 Facade Enhancements Enhancements to facade to address four-sided architecture Subtotal Total Eligible Costs $72,124 $63,472 $93,778 $137,500 $9,376 $117,750 $22%374 $137,500 $9,376 io EXHIBIT C Prospect Station A++N3 NEW PARCELS. PORTIONS LAND SIZE LAND VALUE IMP VAL S/SFLAND LAND USE VALUE 2014 ASSMTRATE TAXOMST MATE 0 EXMnMG PARCEL 97231010-010 COMA{ 31,799 $150,000 $100000 $4.72 $160A00 $0.29 $40329,bo TIF: 97231.10.010 AUL17,FAMILY 97231.10410 COAVYAMaAL TOTALS. & MIN "subject 10 dlmp@ 1 SIZE LAND VALUE IMP VAL :/SF LAND LAND USE VALUE 2014 ASSMT R/ 300210 $906,300 E4,079,478 $30.00 5%OF TTL S40M."S 0A796 1" $474670 W0.7M $30.00 5%OF TTL i2IE1458 02M 31,799 $953.970 $4270,266 Z+1,2 AM K raffles bored an 2032 RistarftW figures. RUM !K AWARE rAAT TSO U maW AN ESTUATE OF Ma MCAA VALUMON OF A 4DMMMQANAPARTM9ff PLAN FROM DMORMAT[W W WTM N AM SCWMAN NwACM ] 5 z 0 11-4 ¢ U F4 x w $37p3M TTL MU TAXES BASSOON HISTORICAL DATA $6,4WLW TTL MUTAXESBASSOON HISTORICAL DATA $43,485.34 $M.195 66 Rf K& FLEA!@ BE' AWAN THAT Tt" is ONLY' AN 9M"TF OF 1Q.MUCAL VALUATION OF A COM W"AUA►ARTAWr MAN FROM Wk0ft"TWN dUtM14TTMD 8Y ALWC SC14V WM AM W13 INCOME APPROACH 6/1/2013 97231-10-010 TFF LIVE/WORK HOUSING WITH IQOaX ML!{.Ti-IIivmv ►QmWN UNIT COUNT SIZE (UNITS) % 32 Umts 32 100.00% 'TOTAL SF 32 10000% BASED ON ACTUAL PSI SUBMITTED (MU ONLY) POTENTIAL GROSS INCOME INC/Unit Sf NIT 32 Units $066.72 32 $5240819 TOTAL 32 $524r819 LESS VACANCY d COLLECTION LOSS 5.00% $26,241 INCOME Lass V A C $499*570 ADDITIONAL, INCOME $0 EFFECTIVE GROSS INCOME $4%.M •' 1 fir' - •'7' rr-121 I z"pol I Ias VALUE (NET a •AR) $349.OD4 divided by 7.00% VALUE 7' UNIT.j. :�r.• 3/22/2013 INCOME APPROACH Parcel .0. TV Lr4EfWOlW . _ WVH BVIL03M AREA - 8F SIZE (SF) % Retail - mound Floor 1,041 100 00% TOTAL SF 19041 100.00% POTENTIAL GRG" XNCOME INC/SF SF NET Refall - Floor $20.00 1,041 $20,820 TOTAL $20.00 10041 $205820 LESS VACANCY S COLLECTION LOSS 5,00% $t,041 INCOME less V 6 C $t98779 ADDITIONAL INCOME f0 EFFECTIVE GROSS INCOME $19,779 OPERATING EXPENSES Marogemert 5x $989 Ins a once $0,30 $312 Reserves for Replacement 3% $593 !Total Expenses 10% $1,895 I'IF ffLor II .WrA R&M R AWARE T14AT IMS rS 'ONLY' AN BSTIAATE OF IQSTMC4 VAWAriON CF A OOWMaAL/AFART*S4T KAN FROM i1FONMArXN MAWTTfO NY ADD( WKAJAN Jar 200. MULTI -FAMILY Ave 1NCOME INFO TM RENT STREET # 1 BED 2 BED 3 BED 4 BED BED YR PER V CNr CNT CNT C14T CNT 8LT UNIT VAC7 FOOL? CL&O? LNORY? GARAGE? CAMPUS AREA 106 16 32 32 32 304 1989 $1,399 0 N Y Y N CAMPUS AREA 112 16 30 29 30 283 1989 E1,236 0 N Y Y N CAMPUS AREA 137 12 44 40 42 388 1991 $14367 0 N Y Y N MEDIAN: $1,367 EXHIBIT D SCHEDULE OF PERFORMANCE Action Responsible Party Target Date Outside Date Developer Financing Developer 10/15/2013 12/15/2013 Final Plan Approval Developer 9/30/2013 11/30/2013 Execution of Development Agreement Developer 9/30/2013 11/30/2013 Deliver Proof of Insurance Developer 10/15/2013 12/15/2013 Commence Construction of Project Developer 9/30/2013 12/31/2013 Complete Construction of Project Developer 9/30/2014 12/31/2014 Submit Documentation for Eligible Costs to URA Developer 10/31/2014 1/31/2015 Agenda Item 4 STAFF Tom Leeson, Redevelopment Program Manager SUBJECT Resolution No. 075 Approving a Loan From the City of Fort Collins to the Fort Collins Urban Renewal Authority for the Prospect Station Redevelopment Project, and Approving a Loan Agreement for that Purpose. EXECUTIVE SUMMARY The purpose of this item is to consider a Resolution approving a loan agreement between the Fort Collins Urban Renewal Authority and the City of Fort Collins for the Prospect Station project in the Prospect South tax increment financing district. STAFF RECOMMENDATION Staff recommends adoption of the Resolution. BACKGROUND / DISCUSSION In October 2013, the Fort Collins Urban Renewal Authority (URA) executed a Redevelopment Agreement with Prospect Station LLC (Developer) for Prospect Station, a mixed -use project in the Prospect South Tax Increment Financing (TIF) District (Attachment 1). The Redevelopment Agreement obligated the URA to reimburse the Developer up to $494,000 utilizing two payment methodologies. Fifty percent (50%) of the reimbursement obligation ($274,000) is to be paid in a single payment upon completion of the project and verification of Eligible Costs, and the remaining fifty percent (50%) is to be paid by the Authority over a 21-year period. Knowing that the URA would not have sufficient fund balance to make the single payment outright, it has been anticipated that the URA would seek a loan from the City of Fort Collins, repaid using tax increment revenue generated by the project over the life of the Prospect South TIF District. Acknowledging this intent, the City Council approved Resolution 2013-079 declaring City Council's intent to provide a loan to the URA for one half of the URA's reimbursement obligation to Prospect Station, LLC (Attachment 2). Per the Redevelopment Agreement, the $274,000 reimbursement obligation is due to the Developer upon completion of the project, subject to verification of eligible costs by URA staff. The Developer obtained a Certificate of Occupancy for the project in September 2014, and subsequently submitted its reimbursement request to the URA. The City and URA have negotiated a Loan Agreement, which requires adoption of an Ordinance by City Council and a Resolution by the URA Board. The adoption of the Resolution by the URA is contingent upon approval of an ordinance by City Council, which is scheduled for first and Second reading on December 2 and 16th respectively. Loan Agreement Terms The Loan Agreement between the URA and the City of Fort Collins for the Prospect Station project has been structured in way that is consistent with the City's Interagency Loan Policy. The Interagency Loan Policy states the interest rate assigned to the loan must be the higher of the Treasury Note or Municipal Bond of similar duration, plus 0.5%. Item # 4 Page 1 Agenda Item 4 In order to lock an interest rate, the City Finance Department calculated the average of the 20-year and 25- year municipal bond interest rate as of October 14, 2014 at 4%, so the interest rate charged to the URA is 4.5%. Payments will begin in 2015 and the principal and interest payments have been set at $17,459 (See Attachment 3 for Loan Payment Schedule). Principal and interest payments over the 23 year period will equal $401,547. FINANCIAL / ECONOMIC IMPACTS Adopting this Resolution approves a $247,000 loan from the City of Fort Collins to the Fort Collins Urban Renewal Authority (URA). The URA would be charged an interest rate of 4.5%. Principal and interest payments will be made to the City from tax increment revenue generated by the Prospect South TIF District through 2037. Principal and interest payments over the 23 year period will equal $401,547. ENVIRONMENTAL IMPACTS There are no direct environmental impacts resulting from this Resolution. BOARD / COMMISSION RECOMMENDATION The URA Board Finance Committee will discuss the Loan Agreement on November 17, 2014. A memo regarding the Committee's discussion will be provided in the Read Before packet on November 18, 2014. ATTACHMENTS 1. Redevelopment Agreement, October 10, 2013 (PDF) 2. Loan Agreement Intent Resolution 2013-079 (PDF) 3. Loan Repayment Schedule (PDF) Item # 4 Page 2 ATTACHMENT 1 REDEVELOPMENT AGREEMENT PROSPECT STATION This Agreement is made and entered into effective as of the/ U day of October, 2013, by and between the Fort Collins Urban Renewal Authority, a body corporate and politic of the State of Colorado (the "Authority"), and Prospect Station, L.L.C., a Colorado limited liability company (the "Developer"). RECITALS WHEREAS, the Developer is the owner of the property that is the subject of this Agreement (the "Property") described as follows: LOT 1 PROSPECT STATION SUBDIVISION BEING A REPLAT OF LOT 10, GRIFFIN PLAZA SUBDIVISION, AND A PORTION OF VACATED TAMASAG DRIVE, SITUATE IN THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 7 NORTH, RANGE 69 WEST OF THE 6T" P.M., CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO; and WHEREAS, the City of Fort Collins, Colorado (the "City") is a home rule municipality and political subdivision of the State of Colorado (the "State") organized and existing under a home rule charter (the "Charter") pursuant to Article XX of the Constitution of the State; and WHEREAS, on June 6, 1978, the City Council adopted Resolution 78-49, adopting findings and establishing the Fort Collins Urban Renewal Authority (the "Authority") as an urban renewal authority pursuant to Colorado Revised Statutes, Part 1 of Title 31, Article 25, as amended (the "Act"); and WHEREAS, by Resolution 2011-080, adopted and approved on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Act and appropriate for an urban renewal project; and WHEREAS, by Resolution 2011-081, adopted and approved on September 6, 2011, the City Council adopted an urban renewal plan for the Midtown Area in Fort Collins, which area includes the Property; and WHEREAS, by Resolution 2013-043, adopted and approved on May 7, 2013, the City Council adopted amendments to the previously adopted urban renewal plan for the Midtown Area (as amended, the "Urban Renewal Plan"); and WHEREAS, the purpose of this Agreement is to eliminate blight and otherwise implement and further the above -referenced Resolutions, and the purposes, policies, goals, and objectives of the Authority and the Plan, pursuant to the Colorado Urban Renewal Law, Part I of Article 25 of Title 31, C.R.S. (the "Act"); and WHEREAS, the Property is within the Urban Renewal Area described in the Plan, and is within the Prospect South Tax Increment Financing District, in which property taxes have been divided pursuant to the Act and the Plan, establishing a property tax increment to fund redevelopment and public improvement projects of the Authority; and WHEREAS, the Developer will pursue certain undertakings and activities to eliminate and prevent blight, by clearing, rehabilitating and redeveloping the Property, within the meaning of the term "urban renewal project," as set forth in the Plan and as defined in the Act; and WHEREAS, the Authority and the Developer wish to cooperate in the redevelopment of the Property in furtherance of the Plan by entering into this Agreement. AGREEMENT NOW THEREFORE, in consideration of the promises and the mutual obligations of the Parties and other good and valuable consideration, the receipt and adequacy of which are acknowledged, the Parties agree as follows. SECTION 1. DEFINITIONS In this Agreement, unless a different meaning clearly appears from the context: Act means the Colorado Urban Renewal Law, Part I of Article 25 of Title 31, C.R.S. Agre� means this Agreement, as it may be amended or supplemented in writing. References to Sections or Exhibits are to this Agreement unless otherwise qualified. Building means the building identified in Exhibit A. Catego1y means one or more of the four (4) Categories of Eligible Costs set forth on Exhibit B Certificate of Occupancy shall mean a final, unconditional certificate of occupancy issued by the City's Building Official under Chapter 5 of the City Code, or a conditional certificate of occupancy, provided that the Authority, in its sole discretion, determines that the conditional certificate of occupancy is sufficient given the circumstances and purposes of the Authority. 9/30/13 Page 2 Certificate of Valuation means the certification by the Larimer County Assessor's Office to determine predicted valuation of the Project once complete that is attached as Exhibit C. Charter means the Municipal Charter of the City of Fort Collins. C4 means the City of Fort Collins, Colorado. Ci Code means the Municipal Code of the City of Fort Collins. Commence Construction and Commencement of Construction mean to obtain a building permit to construct the Building, if the Developer diligently pursues the construction of the Building under the permit in a manner necessary to Complete Construction of the Project. Complete Construction and Completion of Construction with mean that: 1) construction of the Building is complete under applicable laws, ordinances and regulations; and 2) Certificate of Occupancy has been issued for the Building for its intended permitted use without restrictions. Control or Controlled by, with respect to any e� means possession of the power to direct or cause the direction of the management and policies of the entity, whether through the ownership of the majority of voting securities, by contract, or otherwise. Covenant Not to Protest means the Covenant Not to Protest the valuation of the Property for real property tax purposes by the Larimer County Assessor required under Section 2.11. Developer means Prospect Station, L.L.C., a Colorado limited liability company, and any successors and assigns as permitted under Section 2.9 of this Agreement or as approved by the Authority. Developer Financing means the financing described in Section 2.1. Development Agreement means the Development Agreement for the Project, once the same has been approved by the City and recorded against the Property. Eligible Costs means the reasonable and necessary expenditures to design and carry out the Funded Improvements as identified on Exhibit B incurred by the Developer subsequent to the date of this Agreement, as certified by the Developer and, at the Authority's option, verified by an appropriate expert. Certain costs for water and sewer line extension work identified on Exhibit B, up to a total maximum amount of $10,000, that were incurred after the filing by Developer with the Authority of an application for reimbursement, but prior to the date of this Agreement, are deemed to be Eligible Costs. Eligible Costs shall not include interest paid or accrued on any such expenditures. 9/30/13 Page 3 Final Development Plan means the Final Development Plan for the Project, once the same has been approved by the City. Funded Improvements means the improvements or activities and undertakings listed in Exhibit B that the Developer will construct as part of the Project, for design and completion of which the Eligible Costs will be incurred. Land Use Code means the Land Use Code of the City of Fort Collins. FAM or Parties means a party or the parties to this Agreement, as first identified above. Plan and Urban Renewal Plan mean the Midtown Urban Renewal Plan described in the Recitals. Pre -Project Tax Base Amount means the amount representing the taxes paid on the Property in 2013 before the construction of the Project and certified as such by the Larimer County Assessor's Office as shown on Exhibit C, which the Parties agree for the purpose of this Agreement is $4,329.68 Project means the design, construction and reconstruction of all improvements, infrastructure, parking, streets, rights -of -way, buildings, structures, signage, and landscaping to be constructed on the Property pursuant to the Final Development Plan and Development Agreement, and includes, but is not limited to, the Funded Improvements and Building. Property means the real property legally described as follows: LOT 1 PROSPECT STATION SUBDIVISION BEING A REPLAT OF LOT 10, GRIFFIN PLAZA SUBDIVISION, AND A PORTION OF VACATED TAMASAG DRIVE, SITUATE IN THE NORTHEAST QUARTER OF SECTION 23, TOWNSHIP 7 NORTH, RANGE 69 WEST OF THE eH P.M., CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO Outside Date means the date by which the parties agree a certain event must have occurred in order for the Developer to be in compliance with the terms of this Agreement, as set forth in the Schedule of Performance. Reimbursement Can means the maximum Reimbursement Obligation of Four Hundred and Ninety Four Thousand Dollars ($494,000.00), subject to the conditions and limitations as provided in Section 3.1. Reimbursement Obligation means the obligation of the Authority to reimburse the Developer for the Eligible Costs under Section 3.1, up to the Reimbursement Cap. 9/30/13 Page 4 Related Entity means any entity wholly owned or Controlled by the Developer. For this definition, the term "owned" means the ownership of 100% of the ownership interests in the entity; and the term "Controlled" shall have the meaning hereinabove set forth. Schedule of Performance means the schedule that governs the times for the performance by the Developer and the Authority attached hereto as Exhibit D. Target Date means the date by which the parties agree a certain event is reasonably expected to have occurred, as set forth in the Schedule of Performance. Urban Renewal Area means all of the area of real property, including public rights of way within the boundaries of the Urban Renewal Project as described and delineated in the Plan. SECTION 2. DEVELOPER OBLIGATIONS 2.1 Developer Financing. The Developer agrees to provide the Developer Financing expected to comprise approximately $1.5 million of Developer equity and $4.5 million in construction loans. The terms of the Developer Financing must be consistent with the requirements of this Agreement and adequate to Complete Construction of the Project under this Agreement and by the date specified in the Schedule of Performance. Subject to obtaining Developer Financing, the Developer represents and agrees it has the financial and legal ability and can bear the economic risk of financing and achieving Completion of Construction of the Project, the costs of which are to be paid under the terms and conditions of this Agreement and the approved construction documents. The Authority acknowledges that the terms and conditions of the Developer Financing will be determined by separate agreements and instruments to which the Authority will not be a party, which agreements and instruments shall not alter or affect the respective rights and obligations of the Developer and the Authority under this Agreement. The Authority acknowledges, subject to the foregoing, that the Developer and other parties to the Developer Financing are entitled to establish, modify or amend the Developer Financing, without the consent of the Authority. 2.2 Demolition, Clearance and Preparation of the Property. The Developer will demolish and clear any existing improvements from the Property and prepare the Property for construction of the Project. This work shall be performed in accordance with the requirements of all laws, rules, and regulations, including those of the City. As an additional requirement, the Developer must recycle all materials generated by the demolition and removal of existing improvements from the Property, except if and to the extent the type or condition of such materials preclude the recycling of the same in accordance with applicable laws. In addition, the Developer must make diligent efforts to carry out the demolition and removal activity in a manner that will preserve the ability to recycle the materials removed, and shall be required to create and preserve for Authority review documentation necessary to evidence the Developer's compliance with this requirement. 9/30/13 Page 5 2.3 Design and Construction of the Project. The Developer is responsible for obtaining and reviewing all information that the Developer believes is necessary or desirable to fulfill its obligations under this Agreement. Subject to obtaining the Developer Financing, the Developer agrees to construct the Project in accordance with this Agreement. The Schedule of Performance sets forth the Target Dates and Outside Dates for obtaining Developer Financing and Completion of Construction of the Project, and other deadline dates. The Developer, subject to the approval of the Authority, which approval shall not be unreasonably withheld, conditioned or delayed, shall have sole responsibility for the design, development and construction of the Funded Improvements, the Building, and the Project, including without limitation, design, construction, selection, and supervision of any architects, engineers, and consultants. For construction of the Project, the Developer agrees to select contractors that the Developer's architect deems qualified by experience to construct a Project of this quality and caliber. Regardless of the costs incurred by the Developer for the Project, the Authority's Reimbursement Obligation shall not exceed the Reimbursement Cap, 2A Approval of the Construction Documents and Modifications to the Final Development Plan. The Developer shall prepare and obtain the approval of the City and the Authority, including, but not limited to, the City's development review process and independent review by the Authority, of all construction documents related to construction of the Project and the Final Development Plan. Approval by the Authority shall not be unreasonably withheld, conditioned or delayed. 2.5 Construction of the Project. Subject to obtaining the Developer Financing, the Developer shall Commence Construction and Complete Construction of the Project in accordance with the City's applicable standards and requirements. These activities will occur on or before the dates specified in the Schedule of Performance. All construction activities shall conform to all laws, codes, ordinances, and policies, including, but not limited to, those of the City. 2.6 [Paragraph omitted.1 2.7 Books and Accounts; Financial Statement. The Developer will keep, or cause to be kept, proper and current books and accounts in which complete and accurate entries shall be made of amounts paid out, and such other calculations, allocations and payments to construct the Project. 2.8 Inspection of Records. All books, records and reports in the possession of the Developer relating to the Project shall at all reasonable times and subject to twenty-four (24) hours advance notice be open to inspection (at Authority expense) by such accountants or other agents as the Authority may from time to time designate. 2.9 Restrictions on Assignment and Transfer. Except as hereinafter permitted, prior to Completion of Construction of the Project the Developer shall not assign or transfer all or any part of or any interest in this Agreement or the Property without the prior written approval of 9/30/13 Page 6 the Authority, which approval shall not be unreasonably withheld, conditioned or delayed. For this Agreement (a) an assignment or transfer shall include a change of the parties in Control of the Developer, and (b) unreasonably withheld, conditioned or delayed shall mean failing to approve within ten business days without identifying legitimate concerns of the Authority related to, but not limited to, the generation of tax increment, the capacity of the assignee or transferee to Complete Construction, and the preservation and promotion of the Plan. The Developer shall, upon the Developer's gaining of knowledge thereof, promptly notify the Authority of any and all changes in the identity of the parties in Control of the Developer, or the degree thereof. No voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement except as expressly set forth herein. Approval of an assignment or transfer by the Authority shall not relieve the Developer of its obligations to Complete Construction of the entire Project, unless the Authority agrees in writing. The foregoing Restriction on Assignment and Transfer shall terminate upon Completion of Construction of the Project. Notwithstanding the foregoing, subject to receipt and approval of all relevant documents confirming such transfer or assignment, the Developer may: (i) assign this Agreement and transfer the Property to a Related Entity of the Developer; (ii) collaterally assign its right to receive reimbursement under this Agreement to any lender that provides all or any portion of the Developer Financing, provided that any document assigning the Developer's right to receive reimbursement hereunder shall expressly provide that no reimbursement will be made by the Authority unless and until Completion of Construction of the entire Project by the Developer under the terms of this Agreement; (iii) enter into a contract to sell all or a portion of the Project upon Completion of Construction of the entire Project, provided that no such sale may occur prior to Completion of Construction of the entire Project by the Developer without the Authority's consent. Except when a permitted assignee expressly assumes such obligation, no permitted assignment of this Agreement or transfer of the Property shall relieve the Developer of its obligation to complete Construction of the entire Project under this Agreement. 2.10 Progress Reports. Until Completion of Construction of the Project the Developer shall make reports in such detail and at such times as the Authority may reasonably request as to Developer's progress with respect to the Commencement of Construction, the progress of construction and the Completion of Construction as described in the Schedule of Performance. 2.11 Protesting the Actual Value Determined by the Larimer County Assessor/Condition Precedent. The Developer, including any assignees and successors, agrees and acknowledges that the Reimbursement Obligation is funded by the Larimer County Assessor's collection of property taxes. Consequently, Developer, and any assignees or successors, agrees that from the date of this Agreement through December 31, 2036, if the Actual Value determined by the Larimer County Assessor is at or below the value set forth in the Certificate of Valuation (the "Valuation") relied on by the Authority, and attached to this Agreement as Exhibit C, it will not protest the Actual Valuation of the Property determined by the Larimer County Assessor to reduce the property tax for the Property. If Developer, or any assignee or successor, either (i) 9/30/13 Page 7 protests the Actual Value when it is at or below the value in the Valuation, or (ii) protests the Actual Valuation and succeeds in reducing it to an amount less than the Valuation, the Authority's Reimbursement Obligation will be reduced proportionally commensurate with the reduction in Actual Value. The Developer will file a covenant with the Larimer County Clerk and Recorder in a form satisfactory to the Authority, reflecting this representation and agreement ("the Covenant Not to Protest") upon the execution of this Agreement. The Authority shall have no obligation arising under this Agreement until the Covenant Not to Protest has been so recorded. The Covenant Not to Protest shall provide that the URA Executive Director may terminate the Covenant at any time in his or her discretion by recording a notice of termination and providing a copy of the same to the then owner of record of the Property. If this Agreement is terminated for any reason whatsoever, the Covenant Not to Protest shall immediately and automatically terminate, become null and void, and be of no further force or effect. Upon termination of this Agreement, the Authority shall execute, acknowledge and deliver to the Developer such documents or instruments as may be necessary or reasonably required by a title company to delete and remove the Covenant Not to Protest from the chain of title to the Property. SECTION 3. AUTHORITY OBLIGATIONS 3.1 Reimbursement Obligation/Reimbursement Cap. The Authority agrees to reimburse the Developer for the Eligible Costs incurred and certified by the Developer, to the extent provided herein (the "Reimbursement Obligation"). If, as contemplated by the parties, the contingencies and requirements described in this Agreement are satisfied, the Authority will reimburse to the Developer One Hundred Percent (100%) of the Eligible Costs incurred, up to the total amount of Four Hundred and Ninety Four Thousand Dollars ($494,000.00) (the "Reimbursement Cap"). 3.2 Conditions for Reimbursement. 3.2.1 The Reimbursement Obligation is contingent upon Completion by the Developer of the Project in conformance with all Project -related requirements set forth in this Agreement, including but not limited to the requirements related to recycling specified in Section 2.2. If this requirement is not met by the Outside Date specified in the Schedule of Performance attached hereto as Exhibit D, the Authority shall have no Reimbursement Obligation to the Developer and this Agreement shall be deemed null and void. 3.2.2 The Reimbursement Obligation and any payment required to be made hereunder is further contingent upon verification by the Authority that all of Developer's representations and warranties, as set forth in Section 5.1, below, have been met and kept current. The Authority may delay payment of any Reimbursement Payment (as defined below) due, until the Developer provides reasonable 9/30/13 Page 8 evidence of full compliance with said representations and warranties, if requested by the Authority in its discretion. 3.2.3 The Reimbursement Obligation is limited to reimbursement for Eligible Costs for the specified Funded Improvements, as set forth in Exhibit B. The Developer shall provide documentation of the Eligible Costs using forms provided by the Authority. If this requirement is not met by the Outside Date specified in the Schedule of Performance attached hereto as Exhibit D, including lien waivers and releases for labor and materials provided for the Project for or related to the Funded Improvements, the Authority shall have no Reimbursement Obligation to the Developer and this Agreement shall be deemed null and void. After the Developer has submitted all required documentation of the Eligible Costs, the Authority shall, within no more than 45 business days, including such verification and review of costs by an appropriate expert as the Authority determines to be appropriate, notify the Developer of the Authority's determination of eligibility, the costs determined to be Eligible Costs reimbursable, and the total of the Reimbursement Obligation. 3.3 Payment of Reimbursement. After the Developer has completed performance of the Conditions for Reimbursement as described in Section 3.2, and the Authority has determined the Reimbursement Obligation, the Authority shall pay to the Developer the Reimbursement Obligation, as follows: 3.3.1 Fifty percent (50%) of the total Reimbursement Obligation will be paid by the Authority to the Developer in a single payment no later than 45 days after the Conditions for Reimbursement have been met. The remaining fifty percent (50%) of the Reimbursement Obligation shall be paid according to Sec. 3.3.2 below. 3.3.2 Fifty percent (50%) of the total Reimbursement Obligation will be paid by the Authority to the Developer over a 21-year period, commencing in 2016 and terminating in 2036. During that period, no later than each January 315, the Authority shall pay to the Developer from the property tax increment determined by the Authority to have been generated by the Project on the Property and paid during the preceding calendar year, the amount of Eleven Thousand Seven Hundred and Sixty -Two Dollars ($11,762.00), or such portion of that amount remaining due within the Reimbursement Cap limitation in Section 3.3.3, if less than $11,762.00. The tax increment generated by the Project on the Property and paid in the preceding calendar year shall be calculated by subtracting the Pre -Project Tax Base Amount from the total property taxes paid in that year. 3.3.3 The total of all Reimbursement Payments shall not exceed the Reimbursement Cap. The Authority shall continue to annually pay to the Developer a 9/30/13 Page 9 Reimbursement Payment until the earlier of either: 1) the full payment of the Reimbursement Obligation up to the Reimbursement Cap; or 2) February 1, 2036. Upon the occurrence of either of these events, the Authority shall have no further obligation to the Developer for reimbursement hereunder. 3A Authority Right to Pre -Pay. The Authority reserves the right to pre -pay any amount due hereunder without penalty, in its discretion. 3.5 Limitation. The Authority shall not enter into any agreement or transaction that impairs the rights of Developer under this Agreement, including, without limitation, the right to receive reimbursement for the Eligible Costs allocated to it under the procedures established in this Agreement; provided, however, nothing herein shall preclude the Authority from entering into other financial obligations, or other financial obligations regarding the Project, so long as the Authority in its reasonable discretion concludes its actions do not and will not in the future interfere with its obligations. SECTION 4. INSURANCE AND INDEMNIFICATION 4.1 Insurance. At all times after the date of this Agreement during which the Developer is engaged in preliminary work on the Property or adjacent streets and during the period from the Commencement of Construction until Completion of Construction of the Project, the Developer shall carry, or cause its general contractor to carry, and, upon request, will provide to the Authority certificates of insurance as follows: a. Builder's risk insurance (with a deductible not to exceed $5,000) in an amount equal to 100% of the projected replacement value of the Improvements at the date of Completion of Construction; b. Comprehensive general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations, and contractual liability insurance) and umbrella liability insurance with a combined single limit for both bodily injury and property damage of not less than $1,000,000. Such insurance may carry a deductible in an amount not to exceed $10,000 per claim for property damage and $5,000 per claim for employee benefits; and c. Worker's compensation insurance, with statutory coverage, including the deductible permitted by statute. All such insurance policies shall be issued by responsible companies selected or approved by the Developer, subject to the reasonable Approval of the Authority and the City. Prior to Commencement of Construction, the Developer shall deliver to the Authority and the City policies or certificates evidencing or stating that such insurance is in force and effect. Each 9/30/13 Page 10 policy shall contain a provision that the insurer shall not cancel or modify it without giving written notice to the Developer and to the Authority and the City at least 30 days before the date the cancellation or modification becomes effective and shall name the Authority and the City as additional insureds, specifying that the insurance shall be treated as primary insurance. 4.2 Indemnification. The Developer shall defend, indemnify, assume all responsibility for and hold the Authority, the Authority's commissioners, the City, the City's council members, and the officers and employees of the City and the Authority harmless (including, without limitation, for attorneys' fees and costs) from all claims or suits for and damages to property and injuries to persons, including accidental death, that may be caused by acts or omissions of the Developer under this Agreement or in connection with the Project, whether such activities are undertaken by the Developer or anyone directly or indirectly employed by or under contract to the Developer and whether such damage shall accrue or be discovered before or after termination of this Agreement. SECTION 5. REPRESENTATIONS AND WARRANTIES 5.1 The Developer represents and warrants, as of the Effective Date, as follows, with a continuing obligation to notify the Authority of changes to the same through the completion of payment of the Reimbursement Obligation by the Authority: a. The Developer is a limited liability company under no disability that is qualified to do business in the State of Colorado, and has the legal capacity and the authority to enter into and perform its obligations under this Agreement. The Developer has duly authorized the execution, delivery and performance of this Agreement; b. The execution and delivery of this Agreement and such documents and the performance and observance of their terms, conditions and obligations have been duly and validly authorized by all necessary action to make this Agreement and such documents and such performance and observance are valid and binding upon the Developer; c. To the Developer's current, actual knowledge, after reasonable inquiry, the execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by this Agreement will not: i. conflict with or contravene any law, order, rule or regulation applicable to the Developer or to its governing documents, 9/30/13 Page 11 ii. result in the breach of any terms or provisions of, or constitute a default under, any agreement or other instrument to which the Developer is a party or by which the Developer may be bound or affected, or iii. permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation of the Developer; d. To the Developer's current, actual knowledge, after reasonable inquiry, there is no litigation, proceeding, initiative, referendum, or investigation or any threat of the same contesting the powers of the Authority, the City, the Developer with respect to this Agreement not disclosed in writing to the Authority; and e. The Developer has the legal ability to perform its obligations under this Agreement and has the financial ability, through bo*owing or otherwise, to complete the Funded Improvements, the Building and the Project, subject to the terms and conditions of this Agreement. This Agreement constitutes a valid and binding obligation of the Developer, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. 5.2 The Authority represents and warrants as follows: a. The Authority is an urban renewal authority duly organized and existing under applicable law and has the right, power, legal capacity, and the authority to enter into the Agreement and has authorized the execution, delivery and performance of this Agreement by proper action of its Board of Commissioners; b. To the Authority's current, actual knowledge, after reasonable inquiry, the Authority knows of no litigation or threatened litigation, proceeding or investigation contesting the powers of the Authority or its officials with respect to the Project, this Agreement, or the Funded Improvements not disclosed to the Developer; c. To the Authority's current, actual knowledge, after reasonable inquiry, the execution and delivery of this Agreement and the documents required hereunder and the consummation of the transactions contemplated by this Agreement will not: i. conflict with or contravene any law, order, rule or regulation applicable to the Authority or to its governing documents, 9/30/13 Page 12 ii. result in the breach of any terms or provisions of, or constitute a default under, any agreement or other instrument to which the Authority is a party or by which it may be bound or affected, or iu. permit any party to terminate any such agreement or instruments or to accelerate the maturity of any indebtedness or other obligation of the Authority; and d. This Agreement constitutes a valid and binding obligation of the Authority, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. The Authority will defend the validity of this Agreement in the event of any litigation arising hereunder that names the Authority as a party or which challenges the authority of the Authority to enter into or perform its obligations hereunder. SECTION 6, DEFAULT AND REMEDIES 6.1 Default by Developer. Default by Developer under the Agreement shall mean one or more of the following events: a. The Developer fails to obtain the Developer Financing as required and set forth in the Schedule of Performance; b. The Developer, in violation of Section 2.9 of this Agreement, assigns this Agreement or transfers any part of the Property, or any rights in the same; c. There is any change in Control of the Developer or in the identity of the parties in Control of the Developer that violates this Agreement; d. The Developer fails to provide approved construction documents as required by this Agreement; e. The Developer fails to Commence Construction within a reasonable period of time after: (i) approval of the Final Development Plan, final construction drawings and issuance of permits by the City and (ii) funding of the Developer Financing; or the Developer fails to Commence Construction later than the Outside Deadline required by the Schedule of Performance; f. The Developer fails to complete its obligations by the Outside Deadlines in the Schedule of Performance; 9/30/13 Page 13 g. The Developer fails to materially observe or perform any other covenant, obligation or agreement required of it under this Agreement; or h. The Developer attempts to protest the actual value of the Property with the Larimer County Assessor in violation of the Covenant Not to Protest required under Section 2.11. If any Default is not cured within the time allowed in Section 6.3 then the Authority may exercise any remedy available under this Agreement. 6.2 Default by the Authority under the Agreement shall mean one or more of the following events: a. The Authority fails to pay the Reimbursement Obligation in violation of this Agreement; or b. The Authority fails to materially observe or perform any covenant, obligation or agreement required of it under the Agreement. 6.3 Grace Periods. Upon a Default by either Party, that Party shall, upon written notice from the non -defaulting Party, proceed diligently to cure or remedy the Default and shall have cured the Default within 30 days (60 days if the Default relates to the Outside Date for Completion of Construction) after receipt of such notice, or shall have commenced the cure and diligently pursued it to completion within a reasonable time if the cure cannot reasonably be accomplished within 30 days (or 60 days if the Default relates to the Outside Date for Completion of Construction). There shall be no grace period for the Submission of Documentation for Eligible Costs to URA by the Outside Date, as set forth on Exhibit D. 6A Remedies on Default. Whenever any Default occurs and is not cured under Section 6.3, the non -defaulting Party may take any one or more of the following actions: a. Suspend performance under this Agreement until it receives assurances from the defaulting Party, deemed reasonably adequate by the non -defaulting Party, that the defaulting Party will cure its default and continue its performance under this Agreement; b. Cancel and rescind the Agreement; or c. Take whatever legal or administrative action or institute such proceedings as may be necessary or desirable in its opinion to enforce observance or performance of this Agreement, including, without limitation, specific performance or to seek any other right or remedy at law or in equity, including damages. 9/30/13 Page 14 6.5 Delays; Waivers. Any delay by either Party in instituting or prosecuting any actions or proceedings or otherwise asserting its rights under the Agreement shall not operate as a waiver of such rights or deprive it of or limit such rights. No waiver in fact made by a Party with respect to any specific default by the other Party under the Agreement shall be considered or treated as a waiver of the rights with respect to any other defaults by the other Party under the Agreement or with respect to the particular default except to the extent expressly waived in writing. The Parties intend this provision will enable each Party to avoid the risk of being limited in the exercise of a remedy provided in the Agreement by waiver, laches or otherwise in the exercise of such remedy at a time when it may still hope to resolve the problems created by the default involved. 6.6 Enforced Delays. Any delays in or failure of performance by any Party of its obligations under this Agreement shall be excused if such delays or failure result from acts of God, fires, floods, strikes, labor disputes, accidents, regulations, order of civil or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, that are beyond the control of such Party. 6.7 Rights and Remedies Cumulative. The rights and remedies of the Parties to the Agreement are cumulative, and the exercise by either Party of any one or more of such remedies shall not preclude the exercise by it, at the same or different times, of any other such remedies for any other default or breach by any other Party. SECTION 7. MISCELLANEOUS 7.1 Conflicts of Interest. None of the following shall have any personal interest, direct or indirect, in the Agreement: A member of the governing body of the Authority or of the City; an employee of the Authority or of the City who exercises responsibility concerning the Project, or an individual or firm retained by the City or the Authority who has performed consulting services for the Project. None of the above persons or entities shall participate in any decision relating to the Agreement that affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is directly or indirectly interested. 7.2 Antidiscrimination. The Developer, for itself and its successors and assigns, agrees that in the completion of the Funded Improvements, the Building and the Project provided for in the Agreement and in the use and occupancy of the Property, the Developer will not discriminate against any employee or applicant for employment otherwise qualified because of race, color, creed, religion, sex, sexual orientation, age, disability (subject to the availability of a reasonable accommodation of the disability), marital status, ancestry, or national origin. 7.3 Title of Sections. Any titles of the several parts and sections of the Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting its provisions. 9/30/13 Page 15 7.4 No Third -Party Beneficiaries. No third -party beneficiary rights are created in favor of any person not a party to the Agreement. The parties acknowledge that rights hereunder may be assigned or transferred pursuant to under an Authority -approved full or partial assignment of this Agreement. 7.5 Venue and A1212licable Law. Any action arising out of the Agreement shall be brought in the Larimer County District Court and the laws of the State of Colorado shall govern the interpretation and enforcement of the Agreement, without giving effect to its conflicts of laws provisions. 7.6 Non -liability of Officials, Agents and Employees. No council member, board member, commissioner, official, employee, consultant, attorney or agent of the Authority or the City shall be personally liable to the Developer under the Agreement or in the event of any default or breach by the City or Authority or for any amount that may become due to the Developer under the Agreement. No official, employee, consultant, attorney or agent of the Developer shall be personally liable to the Authority or the City under the Agreement or in the event of any default or breach by the Developer or for any amount that may become due to the Authority or the City under the Agreement. 7.7 Authority or City Not a Partner. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, neither the Authority nor the City shall be deemed or represented as a partner or joint venturer of the Developer or any contractor or subcontractor performing work on the Property or the Funded Improvements, the Building or the Project. Neither the Authority nor the City shall be responsible for any debt or liability of the Developer, or its managers or members, or such contractor or subcontractor. 7.8 Integrated Contract. This Agreement is an integrated contract and invalidation of any of its provisions by judgment or court order shall in no way affect any of the other provisions, which shall remain in full force and effect unless the Parties otherwise agree to an amendment. 7.9 Counterparts. The Agreement may be executed in counterparts, each of which shall constitute one and the same instrument. 7.10 Notices. A notice, demand, or other communication under the Agreement by any party to the other shall be in writing and sufficiently given if delivered in person or if it is delivered by overnight courier service with guaranteed next -day delivery or by certified mail, return receipt requested, postage prepaid, and: a. In the case of the Developer, is addressed to or delivered to the Developer, with a copy to First National Bank, as follows: Prospect Station, LLC 9/30/13 Page 16 Attn: Connie Dohn 2642 Midpoint Drive. Fort Collins, CO 80525 And First National Bank Attn: Paul Benign 205 West Oak P.O. Box 578 Fort Collins, CO 80522 b. In the case of the Authority, is addressed to or delivered to the Authority as follows: Executive Director Fort Collins Urban Renewal Authority 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80522 And City Attorney City of Fort Collins 300 LaPorte Avenue PO Box 580 Fort Collins, CO 80522 or at such other substituted address as the affected party may, from time to time, designate in writing and forward to the other as provided in this Section. Notice provided by in -person delivery or by overnight courier shall be considered delivered as of the verified date of delivery. Notice provided by regular U.S. Mail shall be considered delivered three (3) days after the date of deposit with the U.S. Postal Service. 7.11 Good Faith of Parties. In performance of the Agreement or in considering any requested extension of time or in giving any approval, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously or unreasonably withhold, condition or delay any approval required by the Agreement. 7.12 Exhibits Merged. All Exhibits attached to the Agreement are expressly integrated herein. 9/30/13 Page 17 7.13 Dom. If the day for any performance or event provided for herein is a Saturday, Sunday or other day on which either national banks or the office of the Clerk and Recorder of Larimer County, Colorado, is not open for the regular transaction of business, the day for performance shall be deemed to be the next day on which the banks or Clerk and Recorder are open for the transaction of business. 7.14 Further Assurances. Each Party agrees to execute such documents and take such action as shall be reasonably requested by the other Party to confirm, clarify or effectuate this Agreement. 7.15 Certifications. Each Party agrees to execute such documents as the other Party may reasonably request to verify or confirm the status of this Agreement and of the performance of the obligations hereunder and such other matters as the requesting Party may reasonably request. 7.16 Amendments. This Agreement shall not be amended except by written instrument. Each amendment, which shall be in writing and signed and delivered by the Parties, shall be effective to amend the provisions hereof. 7.17 Survival of Representations. Warranties and Covenants. No representations or warranties whatever are made by any Party except as expressly set forth in this Agreement. The representations, warranties and indemnities made by the Parties and the covenants and agreements to be performed or complied with by the respective Parties shall be deemed to be continuing. Nothing in this Section shall affect the obligations and indemnities of the Parties with respect to covenants and agreements in this Agreement that are permitted or required to be performed in whole or in part after issuance of a Certificate of Occupancy. 7.18 Minor Changes. This Agreement has been approved in substantially the form submitted to the governing bodies of the Parties. The officers executing the Agreement have been authorized to make, and may have made, minor changes in the Agreement and the attached Exhibits as they have considered necessary. So long as such changes followed the intent and understanding of the Parties at the time of Approval by the governing bodies, the execution of the Agreement shall constitute conclusive evidence of the approval of such changes by the respective Parties. 7.19 Toint Draft. The parties agree they drafted this Agreement jointly with each having the advice of legal counsel and an equal opportunity to contribute to its content. IN WITNESS WHEREOF, the Authority and the Developer have caused the Agreement to be duly executed as of the day first above written. 9/30/13 Page 18 DEVELOPER. PROSPECT STATION, LLC, A Colorado limited liability By: Name Title: AUTHORITY. THE FORT COLLINS URBAN By: Darin Atteberry, Executive ATTESTED: City Clerk 9/30/13 Page 19 L AUTHORITY )) AAS TOO FORM: J� Authority Legal Counsel 'XI I mil EXHIBIT A J $ ! Site Plan t '7]<427tii4ie00 m i EXHIBIT B - ELIGIBLE COSTS 1 Environmental Installation of underground environmental vapor barrier Hazardous materials testing, removal, reporting and plan creation Deconstruction of existing structure and improvements plus phase one environmental report Removal of soil at old tank locations, replaced with new structural fill compacted Subtotal 2 Infrastructure Upgrade of stormwater handling from swale to enhanced system as a result of the Mason Corridor pedestrian/ bike path Modification of Prospect Road/ Max transportation pullout Extension and upgrade of water and sewer line $1%000 $%750 $32,000 $62,000 $72,124 $63,472 $93,778 $117,750 to south property line to service adjoining properties Subtotal $229,374 3 Public Amenities Enhancement to public plaza adjacent to transportation corridor $137,500 including seating, lighting, dog waste station, bike fix it station, and enhanced landscaping Subtotal $137,500 4 Facade Enhancements Enhancements to facade to address four-sided architecture $9,376 Subtotal $91376 Total Eligible Costs $494,000 EXHIBIT C - VALUATION r� � ' F � QY N 0 H EXHIBIT C - VALUATION J RIE R AAB It AWAN TUT TlW Ts 'OMr AN WrZIAAT! OF f06TOA= VAUATON OR A INCOME APMOACH 6/I/2013 97231-10-010 LIYE/ = HOUSING WITH OAT*-FAw (UNIT COUNT SIZE (UNITS) % 32 Vmts 32 100.00X TOTAL SF 32 100.0D% tmft TAL SUBMITTED 32 32 FLAN FROM MM"VIOW $W&WV Bo RY ALEX ALTAMAN &u M LESS VACANCY d COLLECTION LOSS 9.00% $26.241 INCOME ka V 8 C $4%.578 ADDITIONAL INCOME $O EFFECTIVE GROSS INCOME $49$.SM EXHIBIT C - VALUATION ae OF A W Ae914WArARAIBlf RAN MOM RPOD^AS 5W&*MS " AZK SO4j JN 2W 2013 T01W TIP 100% Complete OVUD" AREA - SF Resod . Ground Flow TOTAL SF SIZE (SF) 1.041 1.041 7� 1000076 10000% POTENTIAL GROSS 174COME Rrtoll - 6routd Floor TOTAL WISP $20.00 $20.00 5F 1.041 1,041 NET $20.M $20.820 LESS VACANCY 6 COLLECTION LOSS INCOME IeaS V d C ADDITIONAL I►1COME EFFECTIVE 6ROSS MCOME 5.00% 51,041 y t9.779 s0 $29,779 OPERATING EXPENSES Momganart InArome Reserves for Replacmcnt Total Expgrdes 5% $0.30 3% FZT77 $989 $312 $593 $108" EFFECTIVE GROSS DWOME ha OPGRATIM CORENSES NET OPERATING INCOME s19.779 S1,s95 r $17.0184 VAWE (NET INCOME/OAR) $17.894 divided by 7901 _sZ9B,45B VALUE PER SWARE FOOT -Coma Ii229 EXHIBIT C - VALUATION HEAR K AWARE rHAT TNTS IS '014,r AN ESM04ATE Or NIWMCAL VA VAr20N OF A MUREMLIAVAFAM MMf FLAN HWY 0004MAVIOM 4 "ZrrE0 Sy M2X WOVAN 4w 20tt MULTI -FAMILY AVG D40DAE Deo TTL RENT STREET 0 1 BED 2 BED 3 BED 4 BED BED YR PER U CNT CNN CNT CNT CNT ALT UNIT VAC? P000 OAKS? LNDRY7 $ARAQ? CAMPUS AREA 106 16 32 )1 32 304 1989 $1,M 0 N Y 7 N CAMPUS AREA HE 16 30 29 30 203 1989 $1,236 0 N Y Y N CAMPUS AREA 137 12 44 40 42 308 1991 $10367 0 N Y Y N MEDIAN $1,367 EXHIBIT D SCHEDULE OF PERFORMANCE Action Responsible Party Target Date Outside Date Developer Financing Developer 10/15/2013 12/15/2013 Final Plan Approval Developer 9/30/2013 11/30/2013 Execution of Development Agreement Developer 9/30/2013 11/30/2013 Deliver Proof of Insurance Developer 10/15/2013 12/15/2013 Commence Construction of Project Developer 9/30/2013 12/31/2013 Complete Construction of Project Developer 9/30/2014 12/31/2014 Submit Documentation for Eligible Costs to URA Developer 10/31/2014 1/31/2015 RESOLUTION 2013-079 OF COUNCIL OF THE CITY OF FORT COLLINS CONCERNING A LOAN FROM THE CITY OF FORT COLLINS TO THE FORT COLLINS URBAN RENEWAL AUTHORITY FOR THE PURPOSE OF FUNDING CERTAIN IMPROVEMENTS FOR THE PROSPECT STATION PROJECT AND DECLARING THE CITY COUNCIL'S PRESENT INTENT TO FUND SUCH LOAN WHEREAS, on June 6, 1978, the City Council adopted Resolution 7849, adopting findings and establishing the Fort Collins Urban Renewal Authority (the "Authority") as an urban renewal authority pursuant to Colorado Revised Statutes, Part 1 of Title 31, Article 25, as amended (the "Act"); and WHEREAS, by Resolution 201 1-080, adopted and approved -on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Act and appropriate for an urban renewal project; and WHEREAS, by Resolution 2011-081, adopted and approved on September 6, 2011, the City Council adopted an urban renewal plan for the Midtown Area in Fort Collins, which area includes the Property; and WHEREAS, by Resolution 2013-043, adopted and approved on May 7, 2013, the City Council adopted amendments to the previously adopted urban renewal plan for the Midtown Area (as amended, the "Urban Renewal Plan" or the "Plan"); and WHEREAS, the purpose of the Urban Renewal Plan is to eliminate blight and otherwise implement and further the above -referenced Resolutions, and the purposes, policies; goals, and objectives of the Authority and the Plan, pursuant to the Act; and WHEREAS, Prospect Station, LLC (the "Developer") desires to construct a new residential and commercial development with approximately 29 residential rental units and one small retail commercial space immediately west of the Mason Trail, south of Prospect Road (the "Project"); and WHEREAS, by separate action on this date, the Board of Commissioners of the URA (the "Board"), by the adoption of Resolution No. 061, will consider whether providing financial assistance to the Developer for the Project is in the best interests of the URA and serves important public purposes within the plan area, including the promotion, retention and expansion of local businesses; improving the property and sales tax base; enhancing and building public infrastructure; eliminating blight; and otherwise furthering and implementing the purposes, goals, and objectives of the Plan;_and -1- 1 WHEREAS, pursuant to Resolution No. 061, Redevelopment Agreement for the reimbursement- of completion of the Project (the "Agreement"); and the Board will consider authorization of certain redevelopment costs required for WHEREAS, the total cost of the Project is expected to be approximately $5.9 million and the cost of the activities and improvements to be funded by the URA is capped at $ 494,000, half of which ($247,000) will be paid upon completion of the determination of the eligible costs for reimbursement (the "Initial Reimbursement"), and the other half of which ($247,000) will be paid over time from the tax increment revenues expected to be generated by the Project; and WHEREAS, the URA must borrow funds to pay for the Initial Reimbursement until it is able to use the additional increment of property tax generated by the Developer's Project to issue a bond or obtain other financing; and WHEREAS, the City Council wishes to.state its present intent to authorize a loan to the URA to furid the Initial Reimbursement, as more specifically provided herein; and WHEREAS, upon completion of the Project and a determination of the final amount of the reimbursement to the Developer under the Agreement, the City Council intends to lend to the URA, subject to appropriation of funds for such purpose, and the execution of a loan agreement (the "Loan Agreement') and promissory note ("Note") appropriate to evidence the URA's ffi obligation for repayment, the amount of the Initial Reimbursement (the "Loan"); and WHEREAS, the interest rate and payment schedule for the Loan will be set by the City's Financial Officer in accordance with the City Council approved policy for interfund loans in effect at the time of the Loan; and WHEREAS, the City is authorized by Section 31-25-105 of the Colorado Revised Statutes to borrow money in such amounts as may be needed to meet its purposes; and WHEREAS, the City Council believes that the Loan is in the best interests of the City and the URA and will promote the mutual purposes of the City and the URA. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE FORT COLLINS as follows: Section 1. The City Council hereby finds and determines, pursuant to the Constitution, the laws of the State and the City's Charter, and in accordance with the foregoing recitals, that adopting this Resolution, entering into the Loan Agreement, and facilitating the provision by the Authority of support for the Project in the form of the Initial Reimbursement are necessary, convenient, and in furtherance of the City's purposes and are in the best interests of the inhabitants of the City; and will serve the important public purpose of facilitating the elimination and prevention of blight and the redevelopment of property within the Midtown Area. 0 1 .2- Section 2. The City Council hereby authorizes and directs the City Manager, upon request of the URA for the Loan, in consultation with the Financial Officer and the City Attorney, to prepare a Loan Agreement and Note consistent with the terms of the Resolution and the City Council -adopted policy, for interfund loans. Said Loan Agreement and Note shall include a payment schedule for the remaining term of the tax increment revenues to be received by the URA from the Project, and a provision for repayment in the event the URA issues bonds for which said revenues are to be pledged. Section 3. Provided that funds necessary for the Loan have been appropriated by the City Council, the City Manager is hereby authorized to execute said Loan Agreement and, upon execution of the Loan Agreement and Note by the URA Executive Director, the City Manager is further authorized to make the Loan to the URA in accordance with the terms and conditions set forth in the Loan Agreement and this Resolution. Section 4. This Resolution shall not create a general obligation or other indebtedness or multiple fiscal year direct or indirect debt or other financial obligation of the City within the meaning of its Home Rule Charter or any constitutional debt limitation, including Article X, Section 20 of the Colorado. Constitution. Section 5. The actions set forth in this Resolution are contingent upon the approval by the Board of Board Resolution No. 061, authorizing the Agreement and the Loan, consistent with.this Resolution. Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 17th day of September.. A.D. 2013. ATTEST: City Clerk .3- ATTACHMENT 3 Midtown URA Prospect Station Reimbursement Agreement to City from the URA (General Fund) Reimbursement Amount 2471000.00 Interest Rate 4.500% Payment $17,458.58 Time in Start Date 31-Dec-15 Matures 31-Dec-37 Payment Years 23 Years Date Payment Interest Principal Balance 1.000 31-Dec-15 $ (17,458.58) $ (11,115.00) $ (62343.58) (240,656.42) 2.000 31-Dec-16 (17,458.58) (103829.54) (61629.04) (234,027.38) 3.000 31-Dec-17 (17,458.58) (103531.23) (61927.35) (227,100.03) 4.000 31-Dec-18 (177458.58) (103219.50) (71239.08) (219,860.95) 5.000 31-Dec-19 (177458.58) (93893.74) (71564.84) (212,296.11) 6.000 31-Dec-20 (17,458.58) (91553.32) (71905.26) (204,390.85) 7.000 31-Dec-21 (17,458.58) (97197.59) (81260.99) (196,129.86) 8.000 31-Dec-22 (17,458.58) (81825.84) (81632.74) (1875497.12) 9.000 31-Dec-23 (17,458.58) (81437.37) (91021.21) (1785475.91) 10.000 31-Dec-24 (17,458.58) (81031.42) (91427.16) (1695048.75) 11.000 31-Dec-25 (17,458.58) (71607.19) (91851.39) (1595197.36) 12.000 31-Dec-26 (17,458.58) (71163.88) (10,294.70) (1485902.66) 13.000 31-Dec-27 (17,458.58) (61700.62) (10,757.96) (1381144.70) 14.000 31-Dec-28 (17,458.58) (6,216.51) (11,242.07) (1261902.63) 15.000 31-Dec-29 (17,458.58) (5,710.62) (11,747.96) (1151154.67) 16.000 31-Dec-30 (17,458.58) (5,181.96) (12,276.62) (1021878.05) 17.000 31-Dec-31 (172458.58) (42629.51) (12,829.07) (907048.98) 18.000 31-Dec-32 (172458.58) (42052.20) (13,406.38) (767642.60) 19.000 31-Dec-33 (172458.58) (32448.92) (14,009.66) (627632.94) 20.000 31-Dec-34 (172458.58) (22818.48) (14,640.10) (47,992.84) 21.000 31-Dec-35 (172458.58) (22159.68) (15,298.90) (32,693.94) 22.000 31-Dec-36 (17,458.58) (12471.23) (15,987.35) (167706.59) 23.000 31-Dec-37 (17,458.39) (751.80) (16,706.59) 0.00 $ (401,547,15) $(1549547,15) $ (2475000,00) RESOLUTION NO. 075 OF THE BOARD OF COMMISSIONERS OF THE FORT COLLINS URBAN RENEWAL AUTHORITY APPROVING A LOAN FROM THE CITY OF FORT COLLINS TO THE FORT COLLINS URBAN RENEWAL AUTHORITY FOR THE PROSPECT STATION REDEVELOPMENT PROJECT, AND APPROVING A LOAN AGREEMENT FOR THAT PURPOSE WHEREAS, the Fort Collins Urban Renewal Authority (the "URA") was created on January 5, 1982, by City Council's adoption of Resolution 1982-010, which Resolution designated the City Council as the Board of Commissioners of the Authority; and WHEREAS, by Resolution 2011-080, adopted on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Part 1, Article 26, Title 31 of the Colorado Revised Statutes (the "Act") and under the Act the Midtown Area is an area appropriate for urban renewal projects; and WHEREAS, by Resolution 2011-081, adopted on September 6, 2011, the City Council approved an urban renewal plan for the Midtown Area in Fort Collins, which plan was amended by City Council on May 7, 2013, in Resolution 2013-043 (the "Midtown Plan"), which established a tax increment district referred to as the Prospect South Tax Increment District (the "TIF District") that includes the site of the Prospect Station Redevelopment Project (the "Project"); and WHEREAS, on September 17, 2013, the URA Board (the Board") approved a Redevelopment Agreement (the "Redevelopment Agreement") between the Authority and Prospect Station, LLC (the "Developer") to provide financial assistance for certain improvements and enhancements for the Project; and WHEREAS, by Resolution 2013-079, adopted on September 17, 2013, the City Council declared its intent to fund a loan to the URA for the Project; and WHEREAS, URA staff has prepared a loan agreement titled "Loan Agreement between the City of Fort Collins and the Fort Collins Urban Renewal Authority for Reimbursement for Prospect Station, LLC Infill Development," a copy of which is attached as Exhibit "A" and incorporated herein (the "Loan Agreement"); and WHEREAS, attached as Exhibit "A" to the Loan Agreement is the promissory note proposed to evidence the loan under the Loan Agreement (the "Promissory Note"); and WHEREAS, the Loan Agreement and the Promissory Note provide that the City will loan the URA up to $247,000, the unpaid principal balance of which will accrue interest at the rate of 4.5 percent per annum compounded annually until paid in full; and WHEREAS, the Board's approval of the Loan Agreement in this Resolution is contingent upon the City Council appropriating the needed loan funds and approving the Loan Agreement -1- by ordinance, which ordinance is scheduled to be considered by the City Council on first reading on December 2, 2014, and second reading on December 16, 2014; and WHEREAS, the URA is authorized by the Act to borrow money in such amounts as may be needed to meet its purposes as authorized in the Act; and WHEREAS, the Board believes that the Loan Agreement is in the best interest of the URA and will promote the purposes of the URA, the Midtown Plan and the Project, all in accordance with and as authorized under the Act. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE FORT COLLINS URBAN RENEWAL AUTHORITY as follows: Section 1. That the Board hereby finds and determines that the Loan Agreement is in the best interest of the URA as it will further the purposes of the URA, the Midtown Plan and the Project, all in accordance with and as authorized in the Act. Section 2. That the Loan Agreement is hereby approved and the URA's Executive Director is authorized to execute the Loan Agreement and the Promissory Note provided the City Council has previously adopted an ordinance appropriating the loan funds needed under the Loan Agreement and provided that such ordinance has become law. The Executive Director may agree, in consultation with the City Attorney, to modifications to the Loan Agreement and the Promissory Note that are consistent with the purposes of this Resolution or as necessary to protect the URA's interests. Passed and adopted at a regular meeting of the Board of Commissioners of the Fort Collins Urban Renewal Authority this 18th day of November A.D. 2014. ATTEST: Secretary -2- Chairperson EXHIBIT "A" LOAN AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND THE FORT COLLINS URBAN RENEWAL AUTHORITY FOR REIMBURSEMENTS FOR PROSPECT STATION, LLC INFILL DEVELOPMENT (PROSPECT STATION) THIS LOAN AGREEMENT (this "Agreement") is made this _ day of November, 2014 (the "Effective Date") by and between the CITY OF FORT COLLINS, COLORADO, a home rule municipal corporation, (the "City"), and FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado, (the "URA" or "Borrower"). RECITALS A. Borrower is the urban renewal authority for the City, created pursuant to Colorado Revised Statutes Part 1 of Title 31, Article 25, as amended (the "Act"). B. Borrower was created to prevent and eliminate conditions related to certain "blight factors" in the community. The Act gives the Borrower broad powers to carry out its statutory mandate. Included are the powers to enter into contracts, borrow or lend funds and to acquire property, among others. Urban renewal projects may be financed in a variety of ways and urban renewal authorities are authorized to borrow money, issue bonds, and accept grants from public or private sources. C. By Resolution 2011-080, adopted and approved on September 6, 2011, the City Council found and declared that the area described in such Resolution (the "Midtown Area") is a blighted area as described in the Act and appropriate for an urban renewal project. D. By Resolution 2011-081, adopted and approved on September 6, 2011, the City Council adopted an urban renewal plan for the Midtown Area in Fort Collins. E. By Resolution 2013-043, adopted and approved on May 7, 2013, the City Council adopted amendments to the previously adopted urban renewal plan for the Midtown Area (as amended, the "Urban Renewal Plan" or the "Plan"), the purpose of which is to eliminate blight and otherwise implement and further the above -referenced Resolutions, and the purposes, policies, goals, and objectives of the Borrower and the Plan, pursuant to the Act. F. By the Intergovernmental Agreement approved and amended by City of Fort Collins City Council Resolution 2006-082 and Resolution 2011-055, the City may advance funds to the Borrower in support of its activities so long as any such advance of funds is evidenced in writing in the form of a loan agreement and promissory note, and has been approved by both the City Council and the Board of Commissioners of the URA (the "Board"). G. On September 17, 2013, the Board approved a Redevelopment Agreement (the "Redevelopment Agreement") between the URA and Prospect Station, LLC ("Prospect Station") to EXHIBIT "A" provide financial assistance for certain improvements and enhancements required by the Prospect Station Redevelopment Project (referred to in the Redevelopment Agreement and hereinafter as the "Project"); and H. The Project is located within the Midtown Area. I. In accordance with the Redevelopment Agreement the Borrower is obligated to reimburse Prospect Station for certain costs relating to the design, construction and reconstruction of all improvements, infrastructure, parking, streets, rights -of -way, buildings, structures, signage, and landscaping to be constructed as part of the Project. J. The Borrower has requested that the City provide funding in the form of a loan to the Borrower for these obligations up to an amount not to exceed Two Hundred and Forty Seven Thousand Dollars ($247,000) and City has agreed to make a loan on the terms and conditions hereinafter set forth (the "Loan"). K. The Project is within the Prospect South Tax Increment District (the "Prospect South TIF District") established in the Plan, and tax increment financing for the Project is specifically permitted pursuant to Section 7 of the Plan, and is expected to generate an estimated Eight Hundred and Sixty Five Thousand ($865,000) in tax increment revenues over the life of the Project. L. The City Council has approved this Loan Agreement by its final adoption of Ordinance No. XXXX, 2014, on December 16, 2014, and the Board has approved this Loan Agreement by its adoption of Resolution XXX, on November 18, 2014. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties agree as follows: Section 1. The Loan. After the Effective Date and the execution of a promissory note and other documents as may reasonably be required by the City, the City will loan the Borrower upon demand hereunder an amount not to exceed Two Hundred and Forty Seven Thousand Dollars ($247,000). All funds received by the Borrower hereunder shall be used for the purposes described herein and in the Redevelopment Agreement, Section 2. Interest. Interest on the Loan will accrue at a rate equal to 4.5% per annum compounded annually. Section 3. Payment. Principal and accrued interest will be due and payable by the Borrower to the City as set forth in the payment schedule contained on Exhibit A. attached hereto and incorporated herein by this reference. The Borrower's payments under this Agreement and the Promissory Note described in Section 6 shall only be made from the Borrower's revenues received from the Prospect South TIF District. Payments will apply to interest first, then to principal. If there is unpaid interest at the end of any calendar year, the shortfall will be added to the outstanding balance, resulting in the compounding of interest. All unpaid principal, interest, default interest, fees and charges for the Loan shall mature on December 31, 2037. EXHIBIT "A" Section 4. Prepayment. Borrower, in its sole discretion, may prepay all or any portion of the payments due under this Agreement at any time and that prepayment will be without any prepayment penalty. If a prepayment is made, the funds will go first toward any interest which has accrued and the balance then applied to the reduction of principal. Any partial prepayment shall not postpone the due date of any subsequent payments or change the amount of such payments as required in Exhibit A. Section 5. Tracking. Borrower agrees to maintain a separate payable line -item within its accounting system to track the Loan. Section 6. Promisso y Note. Borrower's obligations hereunder shall be documented in a Promissory Note in substantially the form set forth as Exhibit B. attached hereto and incorporated herein by this reference. Section 7. Notice. Any notice required to be delivered in writing will be accomplished by personal delivery or mailing postage prepaid by the United States Postal Service, or other commercial carrier to the following addresses: If to the Citv City of Fort Collins Director of Finance PO Box 580 Fort Collins, CO 80522-0580 If to the Borrower Fort Collins Urban Renewal Authority Redevelopment Program Manager PO Box 580 Fort Collins, CO 80522-0580, Section 8. Entire Agreement. This Agreement shall be construed according to its fair meaning, as if prepared by both parties, and it shall constitute the entire understanding and agreement of the parties related to the matters addressed in this Agreement. CITY: CITY OF FORT COLLINS, COLORADO, a municipal corporation By: Karen Weitkunat, Mayor 3 EXHIBIT "A" ATTEST: By: City Clerk APPROVED AS TO FORM: By: Senior Assistant City Attorney BORROWER: FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado. By: Darin Atteberry, Executive Director 4 Exhibit "A" to Loan Agreement Midtown URA Prospect Station Reimbursement Agreement to City from the URA (General Fund) Reimbursement Amount 247,000.00 Interest Rate 4.500% Payment $17,458.58 Time in Start Date 31-Dec-15 Matures 31-Dec-37 Payment Years 23 Years Date Payment Interest Principal Balance 1.000 31-Dec-15 $ (17,458.58) $ (11,115.00) $ (61343.58) (240,656.42) 2.000 31-Dec-16 (17,458.58) (10,829.54) (61629.04) (234,027.38) 3.000 31-Dec-17 (17,458.58) (10,531.23) (61927.35) (227,100.03) 4.000 31-Dec-18 (17,458.58) (10,219.50) (71239.08) (219,860.95) 5.000 31-Dec-19 (17,458.58) (91893.74) (71564.84) (212,296.11) 6.000 31-Dec-20 (17,458.58) (91553.32) (71905.26) (204,390.85) 7.000 31-Dec-21 (17,458.58) (91197.59) (81260.99) (196,129.86) 8.000 31-Dec-22 (17,458.58) (81825.84) (8,632.74) (187,497.12) 9.000 31-Dec-23 (17,458.58) (81437.37) (91021.21) (178,475.91) 10.000 31-Dec-24 (17,458.58) (81031.42) (91427.16) (169,048.75) 11.000 31-Dec-25 (17,458.58) (71607.19) (9,851.39) (159,197.36) 12.000 31-Dec-26 (17,458.58) (71163.88) (10,294.70) (148,902.66) 13.000 31-Dec-27 (17,458.58) (61700.62) (10,757.96) (1381144.70) 14.000 31-Dec-28 (17,458.58) (61216.51) (11,242.07) (126,902.63) 15.000 31-Dec-29 (17,458.58) (51710.62) (11,747.96) (115,154.67) 16.000 31-Dec-30 (17,458.58) (51181.96) (12,276.62) (102,878.05) 17.000 31-Dec-31 (17,458.58) (41629.51) (12,829.07) (90,048.98) 18.000 31-Dec-32 (17,458.58) (41052.20) (13,406.38) (76,642.60) 19.000 31-Dec-33 (17,458.58) (31448.92) (14,009.66) (62,632.94) 20.000 31-Dec-34 (17,458.58) (21818.48) (14,640.10) (47,992.84) 21.000 31-Dec-35 (17,458.58) (21159.68) (15,298.90) (32,693.94) 22.000 31-Dec-36 (17,458.58) (13471.23) (15,987.35) (16,706.59) 23.000 31-Dec-37 (17,458.39) (751.80) (16,706.59) 0.00 $ (4019547.15) $ (154,547.15) $ (247,000.00) Exhibit "B" to Loan Agreement PROMISSORY NOTE $247,000 November 2014 FOR VALUE RECEIVED, THE FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado ("Borrower'), promises to pay to the order of THE CITY OF FORT COLLINS, COLORADO, a home rule municipal corporation ("Lender"), at its office at 300 LaPorte Avenue, Fort Collins, Colorado 80524, in lawful money of the United States of America the principal amount of Two Hundred and Forth Seven Thousand Dollars ($247,000) (the "Loan Amount"). This Promissory Note is issued pursuant to the "Loan Agreement between the City of Fort Collins and the Fort Collins Urban Renewal Authority for Reimbursements for the Prospect Station Infill Development (Prospect Station)", which Loan Agreement is dated November 2014 (the "Agreement"). Capitalized terms used herein but not defined herein have the meanings given such terms in the Agreement. The obligations of Borrower evidenced by this Promissory Note are payable in accordance with the terms and conditions of the Agreement. The rate of interest on the Loan Amount is a fixed rate equal to 4.5% per annum compounded annually ("Interest Rate"). This Promissory Note shall mature on December 31, 2037. At such time all unpaid principal, interest, default interest, fees and charges, and any additional amount due and owing under this Note shall be deemed payable in full. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued interest; then to principal; then to any late charges; and then to any unpaid collection costs. Borrower may prepay the principal and interest outstanding under this Note, in whole or part, at any time without penalty. Any partial prepayment shall not postpone the due date of any subsequent payments or change the amount of such payments as required in the Agreement. If Lender refers this Note to an attorney for collection or seeks legal advice following a default beyond all cure periods alleged under this Note, or the Lender is the prevailing party in any action instituted on this Note, or if any other judicial or non -judicial action, suit or proceeding is instituted by Lender or any future holder of this Note, and an attorney is employed by Lender to appear in any such action or proceeding, or to reclaim, seek relief from a judicial or statutory stay, sequester, protect, preserve or enforce Lender's interest in this Note, the Agreement or any other security for this Note (including, but not limited to, proceedings under federal bankruptcy law or in connection with any state or federal tax lien), then Borrower promises to pay reasonable attorneys' fees and reasonable costs and expenses incurred by Exhibit "B" to Loan Agreement Lender and/or its attorney in connection with the above -mentioned events. If not paid within ten (10) days after such fees become due and written demand for payment is made, such amount shall be due on demand or may be added to the principal, at the Lender's discretion. Should any payment or installment hereunder be not paid when the same becomes due and payable, Borrower recognizes that the Lender will incur extra expenses for both the administrative cost of handling delinquent payments and the cost of funds incurred by Lender after such due date as a result of not having received such payment when due. Therefore, Borrower shall, in such event, without further notice, and without prejudice to the right of Lender to collect any other amounts provided to be paid herein, including default interest or to declare a default hereunder, pay to Lender to cover such expenses incurred as a result of any installment payment due being not received within ten (10) days of its due date, a "late charge" of five percent (5%) of the amount of such delinquent payment. Except as otherwise provided herein, the Borrower waives presentment and demand for payment, notice of acceleration or of maturity, protest and notice of protest and nonpayment, bringing of suit and diligence in taking any action to collect sums owing hereunder and agrees that its liability on this Note shall not be affected by any release or change in any security for the payment of this Note or release of anyone liable hereunder. No extension of time for the payment of this Note, or any installment or other modification of the terms made by the Lender with any person now or hereafter liable for the payment of this Note, shall affect the original liability under this Note of the Borrower, even provided the Borrower is a party to such agreement. In no event whatsoever shall the amount paid, or agreed to be paid, to the holder of this Note for the use, forbearance or retention of the money to be advanced hereunder ("Interest") exceed the maximum amount permissible under applicable law. If the performance or fulfillment of any provision hereof or of the Agreement or any other document between Borrower and the Lender of this Note shall result in Interest exceeding the limit for interest prescribed by law, then the amount of such Interest shall be reduced to such limit. If, from any circumstance whatsoever, the Lender of this Note should receive as Interest, an amount which would exceed the highest lawful rate, the amount which would be excessive Interest shall be applied to the reduction of the principal balance owing (or, at the option of the Lender, be paid over to Borrower) and not to the payment of Interest. If any provision hereof or any provision of the Agreement shall, for any reason and to any extent, be invalid or unenforceable, then the remainder of the document or instrument in which such provision is contained shall not be affected thereby but instead shall be enforceable to the maximum extent permitted by law. Borrower and Lender hereby knowingly, voluntarily, and intentionally waive any rights they may have to a trial by jury in respect of any litigation based hereon or arising out of, under or in connection with this note or any course of conduct, course of dealing, statements (whether oral or written) or actions of the other party. Exhibit "B" to Loan Agreement This Promissory Note shall be construed in accordance with the laws of the State of Colorado. IN WITNESS WHEREOF, Borrower has duly executed this Promissory Note as of the day and year first above written. BORROWER: FORT COLLINS URBAN RENEWAL AUTHORITY, a public body corporate and politic of the State of Colorado. By: Dated: ATTEST: URA Secretary APPROVED AS TO FORM: URA Attorney Darin Atteberry, Executive Director