HomeMy WebLinkAbout089 - 09/18/2012 - AUTHORIZING THE ESTABLISHMENT OF A REVOLVING LINE OF CREDIT TO BE PAID SOLELY WITH DOWNTOWN DEVELOPM ORDNANCE NO. 089, 2012
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE ESTABLISHMENT OF A REVOLVING LINE OF CREDIT
TO BE PAID SOLELY WITH DOWNTOWN DEVELOPMENT AUTHORITY
TAX INCREMENT FUNDS FOR A SIX YEAR PERIOD N THE AMOUNT
OF UP TO ONE MILLION DOLLARS ANNUALLY TO FINANCE DOWNTOWN
DEVELOPMENT AUTHORITY PROJECTS AND PROGRAMS N ACCORDANCE WITH
THE DOWNTOWN DEVELOPMENT AUTHORITY PLAN OF DEVELOPMENT
AND APPROVING RELATED DOCUMENTS
WHEREAS, on April 21, 1981, the City Council adopted Ordinance No. 046, 1981,
establishing the Fort Collins, Colorado, Downtown Development Authority("DDA"); and
WHEREAS, the DDA's Plan of Development was approved by the City Council on
September 8, 1981, and established the purpose of the DDA and the types of projects in which the
DDA would participate; and
WHEREAS,C.R.S. 31-25-807(3)(a)(II)provides that DDA tax increment funds may only
be used to pay some form of indebtedness incurred by the City; and
WHEREAS, the establishment of a line of credit with a banking institution would qualify
as debt within the meaning of C.R.S. 31-25-807 (3) (a) (II); and
WHEREAS, the Board of Directors of the DDA has recommended to the City Council,
through the adoption of Resolution 2012-02, the establishment of a revolving line of credit to be
paid solely with DDA tax increment funds for a six year period in the amount of One Million
Dollars (51,000,000) annually("Line of Credit"), with such other terms and.conditions as are set
forth in the financing documents, attached hereto as Exhibits A-1 and A-2,and incorporated herein
by this reference (the "LOC Documents"), to finance DDA projects and programs in accordance
with its approved Plan of Development,the Downtown Plan and the Downtown Strategic Plan;and
WHEREAS, the establishment of the Line of Credit for such purpose would be financially
beneficial for the DDA and the community as a whole; and
WHEREAS, on this date the City Council has also approved Ordinance No. 090, 2012,
appropriating the proceeds of the Line of Credit; along with prior year reserves, to finance DDA
projects and programs in accordance with the DDA Plan of Development and appropriating from
the DDA Debt Service Fund funds for payment of debt service on the Line of Credit in 2012.
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT
COLLINS that the City Manager is hereby authorized to establish the Line of Credit as described
in this Ordinance and to execute the LOC Documents therefor in substantially the forms on file in
the office of the City Clerk,together with such additional terms and conditions as the City Manager,
in consultation with the Chief Financial Officer and the City Attorney, deem necessary and
appropriate to protect the interests of the City or effectuate the purpose of this Ordinance.
Introduced,considered favorably on first reading, and ordered published this 4th day
of September, A.D. 2012, and to be presented for final passage on the 18th day of September,A.D.
2012.
zO F FORTCOp_.tf
v.'�r • •.f�� I or ,
ATTEST: .N
City Clerk Ct'<pggpO
Passed and adopted on final reading on the 18th day of September, A.D. 2012.
yor
ATTEST: OF FOPS M
City Clerk � .
C_
O LoL.o,..•'
EXHIBIT A-I
PROMISSORY NOTE
AND
AGREEMENT
BorlVWar The City of Fort Collins,Colorado Lender: BrrsartiNt�W nal Bank of Omaha ,
216 N Mason St 205 W.Oak Street
Fort Collins,CO 80524 Fort Collins,CO 80521
Principal Amount: $1,000,000.00 Date of Note:
at or.th above THIS Data of
he Note 6 f
Lender IdsrNfledRY NOTE henbu For good and valbablle wnsldentlon,the rocs Pt of D AGREEMENT as-Note")is entered into effective laa hereby acknovdede d No parties hereby stater and
. ..
agrsg as follows:
PROMISE TO PAY. The City of Fort Collins,Colorado('Borrowers promises Wiper to Flat National Bank of Omahq ("Lander,or order,In
lawful money of the United Stares of America,the principal amount of Ono Million a o0No0 Dollars($1,000,000.00)or sin much we may be
outstanding,together with Interest on the unpaid outstanding principal halex�ce of each advance and any other fees and charges,which may
be due. Interest shall be calculated from the date of each Advance until rip, of each Advance. The maturity date of this Note shall be
December 31,2012; provided that the maturity date shall be automatically extended one(1)year for six(6)consecutive years ending
December 31,2018,so long in not Event of Default shall have occurred during the PrOwdipil year.
Lerida agrees to make Advances to Borrower from time to the frail me date of this Noe d the NOW. n Date,provided the
LINE OF CREDIT.Le
aggsegate nmouN olauch Advencee oualanding at anY tine tloes not exced the medmum mount of"able under the Note. Borrwrer may bortow,
peNally er wholly prepay,and reborrow uder the Note.Advencas under fhb uedft fetlOry,as wail as dlrectlon far payment flan Borrowers amounts,
may ha requested only or In wiling by euthorfted pemon. Lender may,but need not,require that ail oral requests Ina conftned In writing. Each
Adrance shag he condusNey deemed to have been made el Ne request N end arthe hene8t ol Bortower(1) when trilled to any depcaa amount
t of
Borraysr melnaaed with Lander or(Z) when advanced In accordance with Ne InsW cilona of an authorized perean. Lander,et Ns,option,mayy set a
culotltbn,eaerwhlch ell requests for Advances will be treated es Aavine bean requested on the next suaeeding eualness Dey.
atug be e�bfed to meFNlAllm ntOtaL ndefaDsatlshctlon ao/elofihapanldklans set fonh In thee�ae din the Ralefed Douaunan�e.ence under this Nolte
Loan Documents. Bonwer shall provide a Lender the following tlooumente cur the loan: (1) the Note; (2) together with ell such Related -
Documente es Lender may require for the Loan;ell In farm end substance satisfactory to Lantler end Lendara ceuneL
d payable as
payment of Fees and Fxpanes. Bortaxer shall have Dald to Lender ell tees,charyes,Ind other eryenses which ere then due en
specified In this Note or any Related Document
Representation and Warranties. The mpreswlations and warranties set forth In this Note,In the Related Docmnents,and In any doamwt or
certificates delivered to Lender under this Note are tree and correct.
No Event of Default Them shag not exist at the time of any Advance a condition which would const0ule an Event of Default under this Note or
under any Related Document
Deposit of Tax Increment Funds. Tax Increment Funds or cash deposits of an amount In excess o}the requested Advents end any end all
and/or the and
Developmentf principal and Interest due Authority Nth City of FL Collins,Colorado,this Note shall
maintained held
wlih Laderggary amount maintained by the Borrower
PAYMENT. Bormwerwfll pay this loan In accordance with the following payment schedule:
Payment On December Slat each year during the turn of this Note.Borrower shall pay all outstanding principal,Interest and other fees
and expenses which may then be due and owing to Lender. In addition,Borrower will pay the principal amount N each Advance made
hereunder within seven(7)days of the date N No Advance Together with Interest ammed and outstanding on the Advance or any
finance charge on the Advance. Interest will ewrue on each Advance at the Variable Interest Rate get forth below,provided that each
Advance shall be subject to a minimum finance charge of$250.00.
Unless otherwise agreed or required by applicable law,payments will be applied to any eccmed unpaid Interest then to principal;than to all other
charges. Borrower will pay Lender at Lender's address shown above or at such other place is Lender may designate In writing.
VARIABLE INTEREST RATE. The Interest rate on this Note Is subject to change from time to time based on changes In an Index which Is the U.S.
Prime Rate a published by the Wag Street Journal,currently determined by the base rate on corporate loan posted by at east 70%of the nallon's 10
Lagest banks Me'Indinn. The Index Is not necessarily the kwisd rate charged by Lender on as bans and Is set by Lender In age sine dlscretbn. Ifthe
Index becomes unavailable during the term of the loan,Lander may designate a subsibite Index after notllyIna Sononer. Lander will tell Borower the
current Index rate upon Borewers request The Interest rote change will not occur mom often than each day Sunnier understands that Ledu may
make bank based on other miss as well. The Index currently Is 3.250%per annum. Interest on the unpaid principal balance of the Note will be
m d in described in the INTEREST CALCULATION METHOD'pamgmph using a mte equal to the Index,resulting In en InBW rate of 3.2509A pu
Wonnum based an a e shown below)the of 360 days. NOTIrC ran Under
no circumstances
mmNnum rob dMowed by apl the plicable rate on thisNote be mom than(except for arty higher default
r of
INTEREST CALCULATION METHOD. Interest on this Note Is computed on a 3651380 bash;that e,by apptying the ratio of the Interest rate
war a year of 360 days,multiplied by the Outstanding principal balance,multiplied by the actual number of days the principal balance Is
outstanding. All Interest payable underthb Note is computed using the method.
PREPAYMENT. Borrower agrees that all ban fees and other prepaid fine=charges am earned fully as of the date of the loan and will not be subject
to refundupon early payment(whether vokxnary or as a result of default),except as otherwise required bylaw. Except for the foregoing,Borrower may
pay without penalty all or a portion of the amount owed gulf,than a Is due. Early payments w1A net union agreed to by Lender In writing,relieve
Borrower of Borrower's obligation to continue to make payments of accrued unpaid Interest Rather,early payments will reduce the principal holance
due. Borrower agrees not awed Lender payments marked-paid In fair,lNtlroul resume,or shngar language. N Borrower sends such a payment
Lander may accept a without bang my of Landefa rights under this Note,and Bomwor will remain obligated to pay any further amount owed to
Lender. All w ithen communications conceming disputed amounts,Including any check or other payment Instrument that indicates that the payment
mnsifedge
reaped "paymdeliveared full"Flret National Bank of Omaha, tendered
with
205 other
condtflona,or Oak Street,Fart Collins,tatkuns f 80521tiaf satisfaction of a disputed amount must
LATECHARGE. Ifa payment Is 10 days or more ate,Borrower will be charged 3.000%of the regularly scheduled payment or$26.00,whichever Is
greater.
INTEREST AFTER DEFAULT. Upon default at Lenders option,and a permabd by applicable law.Lender may add any unpaid accrued Interest to
principal and such am will bear Interest therefrom until paid at the rate provided In this Note(Including any trimmed mte). Upon default the interest
rate on this apply to each suaesd B in shall be terest rate changed by e that wo an luldaal haw aappplied had there been int no dein fault.ult Rate However.In nonevent will theDefault
Interest rate exceed the
maximum each
rate OmAation under applicable law.
DEFAULT. Each of the following shall mrstilule an event of default('Event of Defauln under this Note:
Page 1 N 4
Payment DefulL Bomxwerfails to make any peymentwhan due under this NOW
Other Defaults. Borrower falls to comply with or to perorm and Other term,obligation,covenant or condition contained in this Nds or In any of the
related documents or to comply with or to perform any term,obligation,covenant or condition contained In any other agreement between Lender
and Bo nsiver. .
Default In Favor of Third Parties. Border defaults under"loan,extension of credit,security agreement p ales agreement,
any other agmemeM,in favor of my other creditor or person that may materially affect any of Borrowers Property Bonoswrs
Note o psdorm Borrowers obirgatlone under this Note o my of the related documents.
False Stalemarda.Amywamanty,repaaenta0w or statement made or furnished to Lender by Borrower car on Bormeees behalf,many guarantor,
the loan this
andamer,surety,or accommodation party,under the Note or the related
of this documentsote Is false acton with the obtaing of or leedNh n any hm I reaped.eitherr now by
or at
Note or any securiyr document directly or Indirectly securing repayment
the time made Or furnished o becomes false or misleading at any time thereafter.
Creditor or Fed9lbue Proceedings. Commencement of f0mdowre or forfeiture proceedings.whether by) ELT promeding, self-help.
W;9;q9;=ance
bn or arty other method,by amY aedttor ct Bomawr.orby any governmental agency ageh art any conateral searing the loan. This
a Oamishment of any of Bomnwra accouMn,6dutlhg depmg emxuMs,wM Lando. Havaver,this Event of Default shag not apply ffa good faith dispute by Bomaer ss fo the w0dily or ressonshisnese of the talon which k the 6azk otee creddor or krtefture Proceedng
rtowar9Naa Lenderwritlen nestles of the craddor oToffeftxae OrooeedIng and deposits with Lender monks o a surety head forthe creditor
ure poceedkg,In an amount tletaxmined by Lender,In its seta discretion,ss hetrg an edequats reaerw or herd farthe dlepW.nt Ihdess edaqueley covered by Insurenco In Na opinion of Lender,the entry of a Mel jadlpmeM br the payment d money arged,Involvi ren ten thousand dogare(570,000.00)against Bortorer end the fegure by eomnvar lo discharge the same,o®use It ta be dlechages orOif k Lenders satisfecrlon,within thirty(30)days from the data d the order,decree or process under wtdch of pureuent fa whloh such
ntvru entered.e Change.A mekrial adverse change ohxxua In Banuwera Mandel contlllbn,or Lentler 6egeves the prospect of payment or performance
of thta Note k knpabed.
Insecuriy. Lender In goad faith believes bell Insecure.
Continued Tax Increment Funding.Lender shag determine,In its vale discretion,that tax increment funds shag no lerger be available for ongoing
qualified
projects
f jests the Downtown W Le Development
orNeLows thori e of re the Crubject a f Fort Collinrms title Colorado,and evegable In an amount necessary to support the
he
LENDER'S RIGHTS. Upon default,Lender may declare the entire unpaid principal balance under this Note and all accrued unpaid Intsresl Immedletaly
due,and then Boam erwl0 pay that amount
ATTORNEYS'FEES;EXPENSES:In the event Borrower defaults In any of Ile covenants or obligations and Lender commencoe end prevails In any
legal or equitable action against Borrower,Borrower shall,to the extent permitted by kw,be gable for all reasonable experxses of the gtigetlon,including
a reasonable aumfor allomSYW fees or similar costs of legal representation.
REPRESENTATIONS AND WARRANTIES. BOmawer represents and warrants to Lander,as of the data of this Note, as of W date of each
disbursement of ban proceeds,as of the dale of any renewal,extension or modification of any Loan,and at on times any Indebtedness exists:
Organization. go,wmr is a governmental entry which is,and at all Woes shall be,duly organized,validly existing,and In good standing under
and by virtue of the laws of the State of Colorado. Borrower is duly authorized to bamad business h all other states In which Borrower Is doing
business,having obtained all necessary filings.governmental licenses and approvals for each state In which Borrower Is doing business. Bomevrer
maintains an office at 215 N Mason St,Fort Collins,CO 80524. Unless Borrower has designated otherwise In wrB'ahp,the principal office is the
office at whim Bonawar keeps Its books and records. Borrower will nobly Lender prior to any change In the location of Borrowers stale of
organization or any Mange In Sonmvees name. Borrower shag do an things necessary to preserve and to keep In fug force and effect its existence,
rights
and afauthorilyerr court lall comply'with
an regulations.
miss, ordinabustnences,
stabiles,
tg� orders and decrees of any gow aambri or quaa4
Authorization. Borrowers execution,delivery,and pedomxance of this Note and all the Related Documents have been duly authorized by all
necessary action by Borrower,Including approvals of the City Council of the City of Fort Collins,Colorado,and do not conflict with,result In a
.violation of,or constitute a default under (1) any provkbn of any agreement or other Instrument binding upon Borrower or (2) any law,
governmental regulation.court decree,or order applicable to Borrower or to Borrower's propartles.
Financial Information. Each of Borrowers Mandel statements supplied to Lender truly and completely disclosed Borrowers financial condition as
of the dale of the statement and there has been no maledal adverse change In Borrowers financial condition subsequent to the dale of the most
recent 8nandd statement supplied to Lender. Borrower has no material contingent obggatlons except s s disclosed In such Model statements
AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that so long a this Note remain In cuffed,Barawer wit
Financial Statements. Furnish lender with the following:
Required FYE Financial Statements:As soon a available,but In no event later than six(6)months after the end of each year,Borrower'a
asset end gahgitles balance sheet and Income statement for BomowePs local year most recently ended.Said report shall be prepared by
Bomxwerconakknt with GASS,audited by a cergned public accountant acceptable to Lender,and In a format reasonably adaptable to
Lenderthat Includes both direct and contingent labrlties.
Additional Information. Furnish such additional information and statements,as Lender may request from 5ms to time.
Ali Mandel reports required to be provided under lids Note shag be propaed In accordance with GASS,applied on a consistent basis,and certified
by Borrower as bebg two and correct '
Other Agreements. Campy with all terms and conditions of as other agreements,whether not or hereafter existing,between Borrower and any
other party and nogy Lender Immediately In writing of any default In connection with any other such agreements.
JURY WAIVER. Lender and Borrower hereby waive the right 4 any jury trial Ih any action,proceeding,or counterclaim brought by either
Lender or Borrower against the other. I
GOVERNING LAW.This Note will be gowmad by federal law applicable to Lender and,to the extant not preempted by federal law,the laws of
the State of Colorado without regard to Its canBlcls of kw provisions.This Note has bean accepted by Lender to the State of Colorado.
CHOICE OF VENUE. ff them Is a lawsuit Borrower and Lender agree to submit to the juridktlogof the muLi of Larimer County,Slate of Colorado.
DISHONORED ITEM FEE Borrower will pay a fee to Lender of S3040If Sommer makes a payment era Borrowers ban and the check or preaothorized
charge with which Borrower pays is later dishonored.
RIGHT OF SETOFF. To the extent permitted by applicable law,Lender roserms a right of setoff In an Borrowers accounts with Lender(whether.
cheddng,savings,or some other account). Howevar,this does not Include any IRA or Keogh accounts,or any Nat accounts for which setoff would
be pmhmQed by law,and does not Include any accounts or funds other than tax Increment revenues held by Bommverfrom and an behalf of the City of
FL Collins,Colorado,Dowhtwm Development Authority. Bomnver authorises Lander,to the extent permitted by applicable law,to Marge or setoff all
sums owing on the debt against any and all such accounts,and,at Lenders option,to adminlstretNey,freeze an such accounts to allow Lender to
prated Lenders charge and setoff rights provided In this paragraph.The parties acknowledge that because Borrower Is as a municipal owwarnent
bound by the limbodone of stale and federal constitutional and statutory Wnretlons, as well as the Cry Charter of the City of Fort Collins,the
management and control of Borowe's N'Ms are subject to Wet requirements that(tiny preclude Lender from exercising any rights described In this
provision.
COLLATERAL..This loan to unsecured.
FINANCIAL STATEMENTS. Borrower agrees to provide Lender with such financial statements and other misted Infomsatlon at such frequencies and In
Page 2 of 4
such deWll n Lender may reasonably mqust '
correction,tl necessary,in the reasonable dWaeUon of
ERRORS AND OMISSIONS.Sommer agrees.U requested by Lender,to fully=POWs In Use
Lander of any cad all inn closing m @ sew✓ that ll�ca�n a��e�itm,llegal feast end marked tween0 Wum for fallinnder and g to reasF. oneby mmpy wNr
agrees to
assume all cods Including by way '
Larder requests within thistly(30)days.
USA PATRIOT ACT.To help the government fight the funding of tsrtartsm and money Wondering activities,the USA PATRIOT Act requires ell banks
to obtain and vedfy the identity of each person or business that opens an account When Borrower opens an account Lander vM ask Betrewer for
Information that will allow Lender to property Identify Berrewar and Lender will vertfy that Information. If Lender cannot pmpery verify Identity within 30
calendar days.Lander memo the right to deem all of the balance and accrued Merest due snd payable Immediately.
SUCCESSOR INTERESTS.The terms ofthis Note shall be binding upon Samoans,and upon Bonwe's 511=33cm and assigns,and stall Inure to the
benefit of LaMar and Its successors and assigns
GENERAL PROVISIONS. If my part of this Nola cannot be ecorced,this fact will not affect the rest ofthe Note. Lender may delay or forgo enforcing
any of gas rights or mmedles under this Note without losing them. Borrower and any other Person who stars,guarantees or endorses tidy Note,to the
extent allowed by law,waNe Presentment.demand for payment and notice of dishonor. Upon any change In the to cos of this Note,and unless
otherwise expressly stated In mUng,no parry who signs this Note,whether as maker,guarantor,accommodation maker or endorser,shag be released
from nabgity. An such parties agree that Lendermay renew or extend(repeatedly and for wry length of time)this Wan or release any party or gu2mntar
or collateral;or impair,
fen to realize upon or perfect Lenders security Interest In the collateral;and take any other action deemed necessary by Lender
Without the consent of or notice to anyone. All each parties also agree that Lander may modify this loan without the consent oar mince to anyone other
than the pwtywfth whom the motlMcalion Is made.The obligations undnthts Note erejoint and several.
MISCELLANEOUS PROVISIONS.The following miscellaneous provisions are a pan ofthis Noe:
Amendments. This Note,together with any Related Documents,comftt4 the Grose understanding and agreement of the parties as to the
mailers set forth In this Note. No annation of or amendment to this Noe shag be effeco"unless given In mUng cad signed by the party or pelves
sought to be charged or bound 6y the alteration or amndment
Nonllabinly of Lander. The relationship between Borrower and Lender mated by this Note Is strictly a debtor and creditor mlationshI an not
fiduciary In nature,nor Is the Walionship to be construed as creating any parinership.or Joint venture between Lender and Borrower. Borrower Is
exercising Borrowers awn judgment with respect to Bortoarers business. AU Infonnat on supplied to Lender Is for Lenders pmlecdon only and no
other parry Is entitled to ray on such Intonation. There Is no duty for Lender to review,Inspect,supervise or Inform Borrower of era/mailer with'
respect to Borrowers business. Lender and Borrower Intend that Lander my reasonably rely on all information supplied by Borrower to Lender,
together with all representations and warranties given by Borrower to Lender,without Investigation or confirmation by Lander and that any
Investigation or failure to Investigate win not diminish Lenders dghl to so rely.
Notice of tenders Breach. Borrower must noisy Lender In writing of arty breach clods Note or the Related Documents by Lender and any other
r after
action or offsetme of Borr or rrowerfiwaNas set against
any claim,muss oflaction or ffset for which notice Is not given N aoccondancee manual cinch claim,muse of
with this paragraph. Lender Is
Onto ad to rely on any failure to give such notica.
Indemnlficaffon of Lender.To the extend permitted by law,Borrower agmas to indemnify,to defend and to save and hold Lander hamdess from
any and all claims,Gulls,obligations,damages,losses,costs and expenses(Including,without isnliation,Lenders attorneys'leas),demands,
liabilities,peralds,des and forfeitures of any natum whatsoever that may be asserted,against or Incurred by Lander,its ofgcars,directors,
employes,and agents arising outof,relating to,or in any manner occasioned by this Note and the exercise of the rights and remmm granted
Lender under this,as wall as by my failure of Borrower to perform any of its obligations hereunder. To the extent pam anted by law,the foregoing
Indemnity provisions shall survive the cancellation of this Note as to ell madre arising or accruing prior to such cancellation and the foregoing
Inded
Shoo d y claim.action or proceeding be Lendernity shag survNO In the event that clads
or brought to against rcise any oLaMar by mason f the remedleas GO of ny ervanteast to which B Note onowars Wwing udemlt aNgcatln
obligations apply,then,upon Lenders demand,Borrower,to the edam pmmnled by law,at its sole cost and expense,shall defend such claim,
action or proceeding In Borrowers name,If necessary,by the attorneys for Borawers Insumnes carver Of such cad,action or proceeding Is
covered by Insurance),or otherwise by such attorneys as Lender shall approve. Lander may also engage he own attorneys at the mAsonabie
dWastion to defend Borrower,to the axlent permitted by Law,and to assist In Its defame and Borrower agrees to pay the has and disbursement
of such sffomeys.
Counterparts. This Note may be executed In multiple counterparts,each of Which.when so executed,shall be deemed an original,but all such
counterparts,taken together,shall constitute one cad the same Note.
No any rights
waiver Is
n In mining and signed by
Lender.
o delay by nor omissionr shallon the part of ot be Lend med to
exercising any right shaunder
mente as a unless such
o1 such right or any other right. A waiver by
Lander of a provision of this Note shell not prejudice or constitute a waiver of Lenders right otherwise to demand Strict compliance with that
provision or my other provision of this Note. No prior waiver by Lender,nor any course of dealing between Lander and Borrower,or between
Lender and any Grantor,shall constitute a waiver of any of Lenders rights or of any of Borrowers or any Grantors obligations as to any future
cons@uta continuingever the consent of cons nl to subsequent Instances whnder Is lred under this Nola,the ere such consent ts required nd In ell cases such cosuch consent nsent may be Lender In a Instance
orwithag not
thheld In
the sole discretion of Lander.
DEFINITIONS. The following caDttanzed words BM terms shag hew the following meanings when used In this Noe. Unless specifically stated to the
contrary,all referents to dollar amounts shag men amounts in 12WMI money of the United Salts of America. Words end tame used In the singular
shall Include the plural,and the plural shall Include the singular,as the mmmd may require Words and terms not otherwise dented In this Noe shag
have the meanings attributed to such tame In the Uniform Commercial Code.Amounting words and terms not otherwise defined In this Noe shag have
the meanings assigned to them In accordance with genemihy accepted accounting principles s In effect on the data ofthis Note:
Advance. The word"Advancer means a disbursement of Loan funds made,or to be made,to Borrower or on Borrowers behalf on a tine of credit
or multiple advance basis under the tans and conditions of thii Note.
Borrower.The word'Borrower means The City of Fort Collins,Colorado and Includes all co-signers and cutnakere signing the Noe and an their
successors and assigns
GASS. The ward'GASB'rnens Governmental Amounting Standards Board.
_ Lender.The wom'Lendarmeans RW National Bank of Omaha,He successors cad assigns.
Related Documents. The words "Related Documents' mean all promissory notes, credit agreement% loan agreements, environments]
agreements, guemnUes, security agreements, mortgages, deeds of bust semrgy deeds, coliatemt mortgages, and all other Instruments,
agreements and documents,whether now or hereafter existing,executed In connection with the Loan.
Page 3 of d
PRN IOR TO SIGNING RATE PRTHIISIONS�BORROWER GREES BORROWER IIEM ANND UNDERSTOOD
THE TOM OF ALL THE HE PROVISIONS OF THIS NOTE,INCLUDING THE VARIABLE
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER
THE CITY OF FORT COLLINS,COLORADO
By.
Name:
Title;Chief Flwmclel Officer of The City of Fort Colllm.
Colorado
LENDER
FIRST NATIONAL BANK OF OMAHA i
Todd Campbell,Vice President
,IS Ao,��MaWOI yxa„IrW YY�vee.W u,y�lisk:m nNe�WaO)O1Mm MYM
Page 4 of 4
EXHIBIT A-3-
GOVERNMENTAL CERTIFICATE
The Cityof Fort Collins,Colorado Lender: First National Bank of Omaha
Entity: 215 N Mason St Branch 4004
Fort Collins,CO 80524 205 W.Oak Street
Fort Collins,CO 80521
I,THE UNDERSIGNED,DO HEREBY CERTIFY AND STATE UNDER PENALTY OF PERJURY THAT:
THE ENTITY'S EXISTENCE. The complete and correct name of the governmental entity is The City of Fort Collins, Colorado ("Entity'). The Entity
maintains an office at 215 N Mason St,Fort Collins,CO 80524.
CERTIFICATES ADOPTED. At a meeting of the appropriate governing body of the Entity, duly called and held on , at which a
quorum was present and voting, Ordinance No. a copy of which is attached hereto and incorporated-herein by this reference,was
duly adopted and approved, and the undersigned hereby certifies that said copy is a true and correct copy of the original on file in office of the City of Ft.
Collins,Colorado. '
OFFICIALS. The following named persons is an Officials of The City of Fort Collin¢,Colorado,authorized to act under said ordinance and the undersigned
hereby certifies that the following signatures of such officials are two and correct I
NAMES TITLES AUTHORIZED ACTUAL SIGNATURES
Y X
Y X
NOTICES TO LENDER The Entity will promptly notify Lender in writing at Lender's address shown above (or such other addresses as Lender may
designate from time to time)prior to: (A)any change in the authorized signer(s); (B) change in the Entity's principal office address;or, (C) change in
any other aspect of the Entity that directly or indirectly relates to any agreements between the Entity and Lender.
CERTIFICATION CONCERNING OFFICIALS AND CERTIFICATES. The Officials named above is duly elected, appointed, or employed by or for the
Entity, as the case may be, and occupy the positions set opposite their respective names. This Certificate now stands of record on the books of the
Entity,is in full force and effect,and has not been modified or revoked In any manner whatsoever.
CONTINUING VALIDITY. This Certificate shall be continuing, shall remain in full force and effect and Lender may rely on it until written notice of its
revocation shall have been delivered to and received by Lender at Lender's address shown above(or such addresses as Lender may designate from
time to time). Any such notice shall not affect any of the Entitys agreements or commitments in effect at the time notice Is given.
IN TESTIMONY WHEREOF, I have hereunto set my hand and attest that the signatures set opposite the names listed above is their genuine
signatures.
I have read all the provisions of this Certificate, and I certify that all statements and representations made in this Certificate are true and
correct. This Governmental Certificate is dated ,2012.
CERTIFIED TO AND ATTESTED BY:
City Clerk,The City of Fort Collins,Colorado
STATE OF COLORADO )
)SS
COUNTY OF )
Subscribed and sworn to before me on this day of ,20 ,by as City Clerk of the
City of Ft.Collins,Colorado.
Witness my hand and official seal.-
My commission expires;
Notary Public