HomeMy WebLinkAbout2013-070-08/20/2013-APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF FORT COLLINS AND THE FORT COLLINS DOWNT RESOLUTION 2013-070
OF THE COUNCIL OF THE CITY OF FORT COLLINS
APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN
THE CITY OF FORT COLLINS AND THE FORT COLLINS DOWNTOWN
DEVELOPMENT AUTI-IORITY REGARDING THE IMPLEMENTATION OF
DDA AND CITY FINANCING OF CERTAIN COSTS IN CONNECTION WITH
THE WOODWARD, INC., PROJECT AT LINCOLN AND LEMAY
WHEREAS, on April 16, 2013, the DDA, City and Woodward, Inc., a Delaware
corporation ("Woodward" or the "Company") entered into an agreement (the "Woodward
Agreement") in connection with Woodward's proposed relocation of its headquarters and the
expansion of its manufacturing and office facilities to a 101.5 acre site located within the City
and within DDA boundaries south of East Lincoln Avenue and north of Mulberry Street between
Lemay Avenue and Riverside Avenue(the "Project"); and
. WHEREAS, pursuant to the Woodward Agreement, Woodward will fund the design,
acquisition, construction and installation of the Improvement Projects (as defined in the
Woodward Agreement) up to a maximum amount of Six Million Fifty Thousand Dollars
($6,050,000) (the "Improvement Projects Reimbursement Amount'); and
WHEREAS, the Improvement Projects consist of the Transmission Line Relocation, the
Right of Way Improvements and the Open Space Improvements, as all such terms are defined
in the Woodward Agreement; and
WHEREAS, the Woodward Agreement provides that Woodward will be reimbursed for
such expenditures on the Improvement Projects with interest thereon from the proceeds of the
Pledged Tax Increment Revenues (as defined in the Woodward Agreement) generated by the
Project and the City will issue a bond to Woodward on behalf of the DDA in the principal amount
of Six Million Fifty Thousand Dollars ($6,050.000), to secure the Improvements Projects
Reimbursement Amount (the "Bond"); and
WHEREAS, on April 18, 2013 the DDA and Woodward entered into an agreement
providing for the reimbursement by the DDA to Woodward of eligible facade costs of certain
buildings within the Project ("Eligible Facades") up to a maximum funding amount of Three
Million Eight Hundred Thousand Dollars ($3,800,000) ("Facade Reimbursement Amount') in
exchange for the granting by Woodward to the DDA of facade easements on such buildings (the
"Facade Easement Agreement"); and
WHEREAS,a line of credit was approved by ordinance of the City in 2012 funded solely
from available DDA tax increment revenues for the purpose of financing DDA projects (the
"Line of Credit"); and
WHEREAS, the Facade Easement Agreement approves the use of the Line of Credit to
make annual payments to Woodward to reimburse certain costs of Eligible Facades up to the
Facade Reimbursement Amount; and
WHEREAS, the DDA and the City desire to memorialize the procedures to be used in
connection with the draw on the Bond and payments of the Improvement Projects
Reimbursement Amount and the Facade Reimbursement Amount; and
WHEREAS,the procedures have been described and documented in an intergovernmental
agreement between the City and the DDA in the form attached hereto and incorporated herein
as Exhibit "A" (the "IGA"); and
WHEREAS, the DDA is empowered, pursuant to C.R.S. §31-25-808, to cooperate with
the City, to enter into contracts with the City and to make or receive from the City grants,
contributions and loans; and
WHEREAS, the City is authorized to enter into intergovernmental agreements, such as
a grant agreement,to provide any function, service or facility, under Article II, Section 16 of the
City Charter and Section 29-1-203, C.R.S.; and
WHEREAS,the Board of Directors of the DDA has determined that the IGA is in the best
interests of the DDA and has,by Resolution 2013-11,authorized its execution by its Chairperson
and recommended approval of the'IGA by the City Council; and
WHEREAS, the City Council has determined that the IGA is in the best interests of the
City, in order to provide for appropriate and orderly implementation of the Woodward
Agreement in cooperation with the DDA.
NOW, THEREFORE, BE IT RESOLVED BY COUNCIL OF THE CITY OF FORT
COLLINS that the Mayor is hereby authorized to execute the IGA on behalf of the City, in
substantially the form contained in Exhibit "A," subject to such modifications and additions as
may be deemed necessary or appropriate by the City Manager, in consultation with the City
Attorney, in order to protect the interests of the City or to further the purposes of the Agreement
or this Resolution.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this
20th day of August, A.D. 2013.
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or
ATTEST: A. .yN
City Clerk CQLOO
EXHIBIT A
INTERGOVERNMENTAL AGREEMENT
REGARDING DDA AND CITY FINANCING
OF CERTAIN COSTS IN CONNECTION WITH
THE LINCOLN/LEMAY WOODWARD INC. PROJECT
This INTERGOVERNMENTAL AGREEMENT REGARDING DDA AND CITY
FINANCING OF CERTAIN COSTS IN CONNECTION WITH THE LINCOLN/LEMAY
WOODWARD INC. PROJECT ("IGA") is made and entered into this day of
, 2013, by and among THE FORT COLLINS, COLORADO, DOWNTOWN
DEVELOPMENT AUTHORITY, a body corporate and politic established pursuant to Title 31,
Article 25, Part 8 of the 1973 Colorado Revised Statutes, as amended, having its principal offices
at 19 Old Town Square, Suite 230, Fort Collins, Colorado 80524 (hereinafter the "DDA"), and
the CITY OF FORT COLLINS, COLORADO, a municipal corporation, having its principal
offices at 300 LaPorte Avenue, Fort Collins, Colorado 80521 (hereinafter the "City").
WITNESSETH:
WHEREAS, the DDA has been duly organized in accordance with C.R.S. §31-25-801 et
M. (the "DDA Statute"); and
WHEREAS, the DDA Statute has declared that the organization of downtown
development authorities will serve a public use; promote the health, safety, prosperity, security,
and general welfare of the inhabitants thereof and of the people of this state; will halt or prevent
deterioration of property values or structures within central business districts; halt or prevent the
growth of blighted areas within such districts, and assist municipalities in the development and
redevelopment of downtowns and in the overall planning to restore or provide for the
continuance of the health thereof; and
WHEREAS, pursuant to C.R.S. §31-25-808(l)(f), the DDA is empowered to enter into
contracts with governmental agencies and public bodies in furtherance of the statutory mission of
the DDA; and
WHEREAS, on April 16, 2013 the DDA, City and Woodward, Inc., a Delaware
corporation ("Woodward" or the "Company") entered into an agreement (the "Woodward
Agreement") in connection with Woodward's proposed relocation of its headquarters and the
expansion of its manufacturing and office facilities to a 101.5 acre site located within the City
and within DDA boundaries south of East Lincoln Avenue and north of Mulberry Street between
Lemay Avenue and Riverside Avenue (the "Project"); and
WHEREAS, pursuant to the Woodward Agreement, Woodward will fund the design,
acquisition, construction and installation of the Improvement Projects (as defined in the
Woodward Agreement) up to a maximum amount of Six Million Fifty Thousand Dollars
($6,050,000) (the "Improvement Projects Reimbursement Amount"); and
I
WHEREAS, the Improvement Projects consist of the Transmission Line Relocation, the
Right of Way Improvements and the Open Space Improvements, as all such terms are defined in
the Woodward Agreement; and
WHEREAS, the Woodward Agreement provides that Woodward will be reimbursed for
such expenditures on the Improvement Projects with interest thereon from the proceeds of the
Pledged Tax Increment Revenues (as defined in the Woodward Agreement) generated by the
Project and the City will issue a bond to Woodward on behalf of the DDA in the principal
amount of Six Million Fifty Thousand Dollars ($6,050.000), to secure the Improvements Projects
Reimbursement Amount (the "Bond"); and
WHEREAS, on April 18, 2013 the DDA and Woodward entered into an agreement
providing for the reimbursement by the DDA to Woodward of eligible fapade costs of certain
buildings within the Project ("Eligible Facades") up to a maximum funding amount of Three
Million Eight Hundred Thousand Dollars ($3,800,000) ("Fapade Reimbursement Amount") in
exchange for the granting by Woodward to the DDA of fapade easements on such buildings (the
"Fapade Easement Agreement"); and
WHEREAS, a line of credit was approved by ordinance of the City in 2012 funded solely
from available DDA tax increment revenues for the purpose of financing DDA projects (the
"Line of Credit'); and
WHEREAS, the Fapade Easement Agreement approves the use of the Line of Credit to
make annual payments to Woodward to reimburse certain costs of Eligible Facades up to the
Fapade Reimbursement Amount; and
WHEREAS, the DDA and the City desire to memorialize the procedures to be used in
connection with the draw on the Bond and payments of the Improvement Projects
Reimbursement Amount and the Fapade Reimbursement Amount; and
WHEREAS, the Board of Directors of the DDA has determined that this IGA is in the
best interests of the DDA and has, by Resolution 2013-11, authorized its execution by its
Chairperson and recommended approval of this IGA by the City Council; and
WHEREAS, the City Council of the City has determined-that this IGA is in the best
interests of the City and has, by Resolution 2013-070, authorized its execution by the Mayor.
NOW, THEREFORE, by and in consideration of the above premises and the within terms
and conditions, the parties hereto agree as follows:
1.0 IMPROVEMENT PROJECTS
1.1 The cost estimates for the Right of Way Improvements and the Open Space
Improvements were developed by Woodward, and the cost estimates for the Transmission Line
2
Relocation were developed cooperatively by Woodward and the City. These cost estimates are
reflected in the Woodward Agreement as follows:
a. Transmission Line Relocation: $1,297,080, as more particularly set forth on Exhibit A
attached hereto and incorporated herein by this reference (the "Transmission Line
Relocation Cost Estimate");
b. Right of Way Improvements: $ 1,519,445, as more particularly set forth on Exhibits
B-1 and B-2 attached hereto and incorporated herein by this reference (the "Right of
Way Improvements Cost Estimate"); and
c. Open Space Improvements: $3,385,682, as more particularly set forth on Exhibit C
attached hereto and incorporated herein by this reference (the "Open Space
Improvements Cost Estimate").
1.2 The DDA's obligation to fund the costs of the Improvement Projects through
bond proceeds is limited to a total amount not to exceed $6,050,000.
1.3 For purposes of managing and implementing the Improvement Projects' capital
budgets, the DDA and the City have agreed to the following amounts for each of the
Improvement Projects:
a. Transmission Line Relocation: $1,300,000;
b. Right of Way Improvements: $1,750,00; and
c. Open Space Improvements: $3,000,000.
1.4 In the event that the total actual cost for the Transmission Line Relocation
and/or the Right of Way Improvements exceeds the estimated cost for such Improvement
Projects as described in Section 1.1 above, any such shortfall shall come from bond
proceeds allocated to pay for the cost of the Open Space Improvements, and the amount
of bond proceeds funding available for the Open Space Improvements will then be
accordingly limited by the $6,050,000 cap on funding of the Improvement Projects.
However, to the extent that the amount of bond proceeds to fund the Open Space
Improvements is less than $3,000,000, the City has agreed to provide the additional
funding necessary to complete the Open Space Improvements. The City will backfill any
shortfall in the bond proceeds available for the Open Space Improvements using funds
that are not dedicated to natural areas.
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1.5 To the extent that the actual total cost of the Improvement Projects is less than the
cap of$6,050,000, any savings realized (and verified through cost accounting by the DDA), shall
be made available to the DDA for payment of principal and interest related to the Bond.
2.0 DRAW ON THE BOND
2.1 The parties contemplate that there will be only one draw on the Bond in the
amount of$6,050,000 to fund the costs of the Transmission Line Relocation Improvements, the
Right of Way Improvements and the Open Space Improvements (referred to herein as the
"Draw").
2.2 Process for Bond Draw
2.2.1 The City shall make a written request for the Draw via a letter to Woodward with
a copy to the DDA, in substantially the form attached hereto as Exhibits D and
incorporated herein by this reference.
2.2.2 The Draw is expected to be sent to Woodward on September 16, 2013, with the
corresponding funds to be then transferred to the City by Woodward on or before October
15, 2013.
2.2.3 Within thirty (30) days of receipt of funds from the Draw, the City shall provide
written notice to Woodward and the DDA of the interest rate on the 10 year U.S.
Treasury Note.
2.3 Calculation of Bond Interest Rate
2.3.1 Commencing on the date the funds from the Draw are received by the City (the
"Initial Funding Date") until the one year anniversary of such date, interest on the Bond
shall accrue at a rate equal to 0.25 % per annum.
2.3.2 Thereafter, the interest rate on the Bond shall be reset on each one year
anniversary of the Initial Funding Date (the "Reset Date") at a rate equal to the difference
between the interest rate on the 10 year U.S. Treasury Note on the Initial Funding Date
and the average of the interest rate on such note during the thirty (30) day period up to
and including the Reset Date, provided that the interest rate shall never be less than
0.25% per annum.
2.3.3 In coordination with the DDA, the City shall annually calculate the applicable
interest rate for each Reset Date and shall then, within seven (7) business days of such
calculations, notify in writing both Woodward and the DDA of the interest rate
determination.
2.4 Funds from Draw Request
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2.4.1 Woodward will be transferring the funds requested in the Draw through an
automated clearing house to the account designated in such request and, upon receipt,
such funds shall be placed by the City in the DDA Special Fund. Upon completion of
appropriation, the DDA will then transfer these funds to the Woodward Public
Improvement City Capital Project Fund.
2.5 Payments to Contractors From Draw
2.5.1 In accordance with the requirements regarding applications for payment described
in each construction contract with the City for installation of the Improvement Projects,
each contractor hired by the City will submit an appropriate Application for Payment, in
the form attached hereto as Exhibit E and incorporated herein by this reference, and Lien
Waiver to the City's Project Manager. Upon the approval and signature of the Project
Manager, additional signatures will be required for processing: (i) designated City
oversight party for each Improvement Project (Light and Power, PDT Engineering and
Natural Areas, as applicable); and (ii) Project Manager for the DDA. Upon completion of
all such approvals and cost accounting verification, the DDA will release reimbursement
funds to the City and then the City, on behalf of the DDA, will remit the DDA
reimbursement funds to the City's contractors for payment of the construction invoice
given to the City.
2.5.2 In the event that the City and Woodward agree that Woodward shall perform
some of the City's required work on any of the Improvement Projects, the following
process shall be followed:
a) The City and Woodward will establish an agreement based on a Scope of Service
"split" that identifies construction detail items and specifications related to the City's
Improvement Projects' obligations.
b) Woodward and its general contractor would build and then invoice the DDA
directly for any of the City's Improvement Projects' obligations that are constructed by
the general contractor per the Scope of Services "split" and specifications described in
subparagraph a) above, by submitting to the DDA's Project Manager and the City's
Project Manager an appropriate Application for Payment, in the form attached hereto as
Exhibit E and incorporated herein by this reference, and Lien Waiver. Upon the approval
and signature of the City's Project Manager, additional signatures will be required for
processing from the: (i) the designated City oversight party for each Improvement
Project (Light and Power, PDT Engineering and Natural Areas, as applicable); and (ii)
Project Manager for the DDA.
c) Upon completion of all such approvals and cost accounting verification, the DDA
will release reimbursement funds and request the City to remit on behalf of the DDA the
DDA reimbursement funds to the general contractor for payment of the construction
invoice.
5
3.0 APPROPRIATIONS
3.1 Bond Payments
3.1.1 On August 20, 2013, the City adopted Ordinance No. 098, 2013 appropriating the
amount of Six Million Five Hundred Forty-seven Thousand Dollars ($6,547,000) of
unanticipated revenue in the Capital Projects Fund and authorizing the transfer of existing
appropriations from the Natural Areas Fund to the Woodward Public Improvement City
Capital Project Fund.
3.1.2 On or before September 30, 2013, the DDA Board will consider a resolution
requesting City Council approval, on or before November 5, 2013, of an ordinance
appropriating the Bond proceeds from the DDA Special Fund to the Woodward Public
Improvement City Capital Project Fund.
3.1.3 Beginning in September, 2015 (as anticipated in Exhibit H) and annually
thereafter, the DDA Board and the City Council will consider and take action upon an
ordinance appropriating amounts necessary to service the Bond principal and interest
payments.
3.2 Through the DDA budget process, the DDA Board will annually consider and
take action upon an ordinance appropriating funds from the Line of Credit necessary to fund the
annual reimbursements to Woodward for the costs of Eligible Facades in accordance with
Section 6.2(a) of the Fagade Easement Agreement and, upon appropriation, will remit such
payment to Woodward on December 1"of each applicable calendar year.
3.3 All financial obligations of the City and the DDA arising under this IGA in
connection with the Fagade Easement Reimbursement and debt service on the Bond are
contingent upon the appropriation of funds sufficient and intended for the same by the City
Council and the Board of Directors of the DDA, in their sole discretion.
4.0 BOND PAYMENTS AND FACADE EASEMENT REIMBURSEMENTS TO
WOODWARD
4.1 Commencing in 2015, the DDA shall annually verify, by July 15'h of each year,
that sufficient Pledged Tax Increment Revenues (as defined in the Woodward Agreement) are
available to make the required principal and interest payments on the Bond and for
reimbursement of the applicable portion of the Fapade Reimbursement Amount.
4.2 Bond Payments
4.2.1 The first DDA authorization for payment on the Bond is anticipated to occur in
2016. While the Bond is outstanding, the DDA will annually, on the anniversary date of
the first authorization therefor, provide authorization for such payment, in substantially
6
the form attached hereto as Exhibit F and incorporated herein by this reference, by the
City to Woodward in the amount consistent with Section 5.1(f) of the Woodward
Agreement and Exhibit E to such agreement, copies of which are respectively attached
hereto as Exhibits G and H and incorporated herein by this reference.
4.2.2 Upon receipt of authorization for payment by the DDA, the City will annually pay
Woodward the principal and interest then due on the Bond on or before the anniversary
date of funding of the Draw in each calendar year during which the Bond is outstanding,
4.2.3 Any interest earnings realized on the Bond shall be deposited into the Woodward
Public Improvement City Capital Project Fund, for payment of construction management
services in connection with the Improvement Projects.
5.0 COLORADO LAW
This IGA shall be governed by, and its terms construed under, the laws of the State of
Colorado, excluding choice of law principles.
6.0 NOTICES
All notices which may be given to parties hereunder shall be in writing and shall be sent
by registered or certified mail to the addresses specified below:
DDA: The Fort Collins, Colorado,
Downtown Development Authority
Attn: Executive Director
19 Old Town Square, Suite 230
Fort Collins, Colorado 80524
With a copy to: Liley, Rogers & Martell, LLC
Attn: Lucia A. Liley
300 S. Howes Street
Fort Collins, CO 80521
CITY: City of Fort Collins '
Attn: Mike Beckstead
215 North Mason
Fort Collins, Colorado 80524
With a copy to: City Attorney's Office
300 LaPorte Avenue
Fort Collins, CO 80521
7.0 WOODWARD COMMUNICATIONS
7
For purposes of communicating with Woodward in connection with the various funding
components of the Woodward Agreement, the following contact information should be used:
a. Draw request: Bob Weber, Woodward Vice Chairman, Chief Financial Officer and
Treasurer;
b. Bond payments: (getting information from Woodward)
c. DDA Faqade reimbursements: (getting information from Woodward)
d. Use tax rebate: Sean Morris, Woodward Corporate Director, Global Tax
8.0 BENEFIT, BINDING EFFECT
This IGA shall be binding on and inure to the benefit of the parties hereto and their
successors and assigns.
9.0 REMEDIES
In the event of any default in or breach of this IGA or any of its terms or conditions by
any party hereto or any successor in interest to such party, the non-defaulting party or parties
shall have all remedies, at law or in equity, to which it or they may be entitled.
10.0 LEGAL FEES AND COSTS
In the event any party defaults in any of the covenants or obligations in this IGA, the
defaulting party will pay all reasonable expenses of enforcing this IGA, including reasonable
attorneys' fees.
11.0 SEVERABILITY
If any provision of this IGA is held invalid, the remainder of the IGA shall not be
affected thereby, and shall continue to bind the parties hereto. _
12.0 WOODWARD AGREEMENPFA(�ADE EASEMENT AGREEMENT CONROLLING
In the event of any conflict between the terms of this IGA and any provision of,the
Woodward Agreement or the Fagade Easement Agreement, the terms of the Woodward
Agreement and the Fagade Easement Agreement, as applicable, shall control.
IN WITNESS WHEREOF, the parties have executed this IGA as of the date written
above.
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DDA: THE FORT COLLINS, COLORADO,
DOWNTOWN DEVELOPMENT AUTHORITY,
a body corporate and politic
By.
Chairperson
ATTEST:
Janet Bramhall, Secretary
9
CITY: CITY OF FORT COLLINS, COLORADO,
a municipal corporation
By:
Karen Weitkunat, Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
Deputy City Attorney
10
Exhibit A
open Space Improvements
Cost Estimate
Link-N-Greens Property
River Restoration Area-Preliminary Costs
22-Jan-13
Item " iappxl) Unit Unit Cost Total
Demolition
tree removal-large 75 ea $3,000.00 $225,000
tree removal-sm to med 125 ea $500.00 $62,500
Existing concrete trail removal 3,650 Cy $6.00 $21,900
Demolition subtotal $309,400
Earthwork
Unclassified excavation 71,650 Cy $7.00 $501,550
Topsoil(stockpile&redistribute) 25,000 Cy $5.00 $125,000 -
Earthwork subtotal $626,550
Trail/Site Construction
Relocated Poudre Trail(Colored concrete,S"thick) 3,250 sy $31.00 $100,750
Concrete walkways 1,300 sy $25.00 $32,500
Crusher Flies paths 6,000 sf $2.50 $15,000
Informal boulder amphitheatre _ 2 Is $40,000.00 $80,000
River access 1 Is $40,000.00 $40,000
Pond Spillway(Concerte,S"thick) , 89 sy $31.00 $2,759
Bridge/Box culvert crossing 20 it .$1,000.00 $20,000
Helical Peir Abutments 2 ea $5,500.00 $11,000
Trail/Site Construction subtotal $302,0D9
Planting
Trees(3"caliper B&B) �, °= 225 ea $400.00 $90,000
Trees(container) 125 ea $150.00 $18,750
Shrubs(S gal) 700 ea $40.00 $28,000
Perennials(plugs) 30,000 ea $2.00 $60,000
Willow stakes 200 ea $10.00 $2,000
Wetland plugs 20,000 ea $2.00 $40,000
Seed 1,250,000 sf $0.10 $125,000
Irrigation(temporary) 1,250,000 sf $0.60 $750,D00
Planting subtotal $1,113,750
Bank stabilization
rock/woody debris/turf reinforcement mat 1,185 If $220.00 $260,700
Bank Steblllzation subtotal $260,700
Total - $2,614409
Contingency 20% $522,482
Design Fees 8% $250,791
Total with Design Contingency $3,385,682
Exhibit B
Transmission Line Relocation
Cost Estimate
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Exhibit C-1
Right of Way Improvements
Cost Estimate—Lemay Avenue
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Woodward Business Park RI ht of Way Im roi arruants
Lincoln Avenue
DRAFT1211WM2
Interwest Consuldng Group
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�• Item - Quantity unit unit Cost Total coat
and G 1 12
,000
to be Removed 370, Sy $ 5.00 S 1,850
Litillues 1 —US 3D 000.00 000
Rbn 2 EA $ 500. $ 1 000
UndseaNled Ewavation 3,758 CY $ 17.00 $ 63
,880
Imported t� 808 CY $ 25-00 $ 20,200
BBBe Coates Class 5 or 8 Phase I 1, TON E 17,00 142 n
Hot eG P I 1 090 TON $ 85.00 870 m
6houlder Cleea b or 6 ABC 461ch 183 TON $ 17.00 3.114 Uq
27'S0Be1 Sewer 80 LF $ 200.00 $ 12000 h
Relol�ts Edstl nt Assent 1 EA $ 2,000.00 $ 2 000 • o
han of shoulder to R 54 880 SF 3.00 $ 184 840
1 LS $ 5,000.00 $ 5000 p w �.
Phase 1 88.380 tl
5••� n
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ourse Class 6 or 8 P.Nase 11 219 TON 17.00 $ 3.717 Y 9
ase ll 122 TON S 65,00 $ 10393 d
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Assum tiom:
ABC hs 165 Polof andAC 145lbW
ROW basedon uRlmats 67.5 half wldM ROW 57.E+10'rt tum
easedon>he Irdsrhn LIntON Ava. no ra stone
—71WRWR—mationinumoocummttspropREEiiFconudenumeammemsmaneVor
flnaDdel lnrormation and b not subject to disclosure pursuant to Colorado ven Total Right of Way Improvements
Pace#*Art,C.R.S..24.72:201atseq, for Lemay and Lincoln
Exhibit D
Request for Draw
To be Placed on City of Fort Collins Letterhead
September 16, 2013
Mr. Bob Weber, Vice Chairman, Chief Financial Officer and Treasurer
Woodward, Inc.
1000 East Drake Road
Fort Collins, Colorado 80525
Re: Draw on Woodward Bond
Mr. Weber:
In accordance with the Agreement with Woodward, Inc., Section 4.1, this letter serves as
the City of Fort Collins request for a Draw on the City's Bond to be received within the
next thirty(30) days in the amount of Six Million Fifty Thousand Dollars($6,050,000)to
fund the costs of the Improvement Projects. The funds are requested to be deposited into
the City's bank account at First National Bank via an ACH transmittal. The account
information for First National Bank is:
Beneficiary: City of Fort Collins
Account Number: To be inserted
Bank Routing Number: To be inserted
Please contact Harold Hall at 970-221-6784 with questions regarding the funding of the
request. You may contact John Voss at 970-221-6772 with any other questions.
Sincerely,
Mike Beckstead
Chief Financial Officer
Exhibit E
Application for Payment
PROJECT: Woodward Public Improvements
OWNER: City of Fort Collins CONTRACTOR: xx APPLICATION NUMBER: 1
Downtown Development Authority x. APPLICATION DATE: xx
x. PERIOD BEGINNING: x.
CONSTRUCTION William T.Welch PERIOD ENDING: x.
MANAGER:
CHANGE ORDERS: PAY APPLICATION: RETAINAGE:
NUMBER DATE AMOUNT AppllcaVon is made for Payment as shown below in connection with the Contract.
The present status of the account for this Contract Is as follows.
Original Contract Amount: S - Retainage to Date: $Net Change by Change Order: $0.00 Retainage Previous: $
Revised Current Contract Amount: $0.00 Change in Retainage: $
Total Work Completed and Stored to Date: $ -
Less Previous Payment: $ -
Amount due this Pay Application(before retainage): $ -
Less Retainage: $ _
Net Change by Change Order: $0.00 AMOUNT DUE THIS APPLICATION: $Change Order%: - dDIV/01
CERTIFICATION:
The undersigned CONTRACTOR certifies that all obligations&CONTRACTOR incurred in connection
with the WORK have been satisfled as required in Section..of the General Conditions of the Contract.
The above Amount Due this Application Is requested by the CONTRACTOR. The above Amount Due this Application Is recommended by oversight for LIGHT&POWER,if charged.
Date: By: Date: By:
Payment of the above Amount Due This Application Is recommended by the PROJECT MANAGER. The above Amount Due this Application is recommended by oversight for ENGINEERING,If charged.
Date: B Date: By:
Payment of the above Amount Due This Application has been reviewed by the DDA PROJECT MANAGER. The above Amount Due this Application is recommended by oversight for NATU FAIL AREAS,If charged.
Date: B Date: By:
Exhibit F
Payment Authorization Form
CITY OF FORT COLLINS
REQUEST FOR PAYMENT AUTHORIZATION
To be provided annually to City Finance Department by July 31, 20XX
Department: DDA
Vendor No. 188156 Prepared by:
Pay to: Woodward Inc. Date prepared:
Distribution of check and date:
X Send to Payee VIA ACH TRANSMISSION
Hold for Pickup
Voucher No. X Notify DDA FINANCIAL COORDINATOR
DESCRIPTION TOTAL CHARGE NUMBER
Bond—Principal Payment 101823.581010
Bond—Interest Payment 101823.581020
TOTAL
EXPLANATION: 20XX Annual Debt Payment to Woodward. Inc
APPROVED BY:
DDA Executive Director Accounting Division
Date Date
Exhibit G
Section 5.1(f) of the Woodward Agreement
(f) The Pledged Tax Increment Revenues shall be applied to the payment of the
principal of and interest on the Bond as follows:
(i) Principal and interest on the Bond shall be payable solely from Pledged
Tax Increment Revenues during the Tax Increment Period to the extent available. By
December 31 in each year, available Pledged Tax Increment Revenues shall be applied
first to the payment of interest on the Bond and then to the payment of principal.
(ii) For so long as the Facade Easements have not been paid in full, the
Pledged Tax Increment Revenues shall be applied as follows:
(A) Upon Completion of Phase One, 20% of the Pledged Tax
Increment Revenues shall be applied to the payment of Facade Easements
in accordance with the Facade Easement Agreement and 80% of the
Pledged Tax Increment Revenues shall be applied to the payment of the
principal of and interest on the Bond;
(B) Upon Completion of Phase One and Phase Two, 27% of
the Pledged Tax Increment Revenues shall be applied to the payment of
Facade Easements in accordance with the Facade Easement Agreement
and 73% of the Pledged Tax Increment Revenues shall be applied to the
payment of the principal of and interest on the Bond;
(C) Upon Completion of Phase One, Phase Two and either
Phase Three or Phase Four (or both Phases Three and Four), 32% of the
Pledged Tax Increment Revenues shall be applied to the payment of
Facade Easements in accordance with the Facade Easement Agreement
and 68% of the Pledged Tax Increment Revenues shall be applied to the
payment of the principal of and interest on the Bond;
(D) After payment in full of the Facade Easement, 100% of the
Pledged Tax Increment Revenues shall be applied to the payment of the
principal of and interest on the Bond.
(E) After payment in full of the Bond, 100% of the Pledged
Tax Increment Revenues shall be applied to the payment of the Facade
Easement.
(iii) In the event that the available Pledged Tax Increment Revenues are not
sufficient to repay the principal of and interest on the Bond in full during the Tax
Increment Period, and amounts remain unpaid on the Bond at the expiration of the Tax
Increment Period, this shall not constitute an Event of Default hereunder or under the
Bond. In the event of any such insufficiency, then the City hereby declares its intent to
pay any such unpaid amounts of principal and interest on the Bond from legally available
funds of the City, subject to appropriation by the Council. The City agrees that the City
Manager shall, at such time, present to the City Council for its consideration a resolution
or ordinance authorizing the City to pay such unpaid amounts. Notwithstanding the
foregoing, however, any failure by the Council to appropriate any payments necessary to
pay any unpaid principal of or interest on the Bond on the expiration of the Tax
Increment Period shall not be deemed a Default or an Event of Default hereunder. The
Council's declaration of intent to make such payments shall not be binding upon the
Council or any future,Council in any future fiscal year. Any such payments by the City
shall constitute currently appropriated expenditures of the City. Neither this Agreement
nor the issuance of the Bond shall obligate or compel the City to make payments on the
Bond from sources other than the Pledged Tax Increment Revenues beyond those
appropriated in the Council's sole discretion.
(iv) In connection with the execution and delivery of this Agreement and the
issuance of the Bond, the City shall appropriate $2.2 million of available money of the
City (the "Reserve Amount") to be applied to the payment of the Bond in the event that
only Phase One of the Project is Completed and there are insufficient Pledged Tax
Increment Revenues to repay the principal of and interest on the Bond in full during the
Tax Increment Period. Pursuant to the Charter, the Reserve Amount shall be subject to
appropriation in each subsequent year. In the event that the Company substantially
completes Phase One and has broken ground on Phase Two and Phase Four of the
Project, the City may, in its discretion, release the $2.2 million Reserve Amount and
apply such amount to any lawful purpose of the City, provided that at the time such
Reserve Amount is released by the City, the amount of Pledged Tax Increment Revenue
estimated to be available to repay the Bond during the Tax Increment Period is not less
than the outstanding principal amount of the Bond, plus the maximum estimated amount
of interest to be paid on the Bond.
(v) Notwithstanding the foregoing, or anything else to the contrary contained
in this Agreement, the Company acknowledges that the terms and provisions of the
Senior Lien Documents govern the application of the Pledged Tax Increment Revenues
and that the obligation of the City to apply the Pledged Tax Increment Revenues to the
repayment of the Bond shall be subordinate to the Senior Lien Securities.
INCOME APPROACH 2O15
Effective Date of Valuation: I Jan 2015 Exhibit H T` iml
(Page 1 of 10) aY,P.
Date of Appraisal: 17 January 2013 INC/EXP
Exhibit E -
Parcel#: 97124-00-062 etel.- tbd To Woodward Agreement Typical
tbd E. Lincoln - Woodward Governor VACANCY
BUILDING AREA - SF SIZE(SF) %
Office 172,860 28.78%
Manufacturing 411,922 68.59%
Cafe/Restaurant 15,800 2.63%
TOTAL SF 600,582 100.00%
POTENTIAL GROSS INCOME INC/SF SF NET
Office $14.00 172,860 $2,420,040
Manufacturing $10.00 411,922 $4,119,220
Cafi / Restaurant $16.00 15,800 $252,800
TOTAL SF $11.31 600,582 $6,792,060
LESS VACANCY d COLLECTION LOSS 1.00% $67,921
INCOME less V 6 C $6,724,139
ADDITIONAL INCOME $0
EFFECTIVE GROSS INCOME $6,724,139
OPERATING EXPENSES
Management 5% $339,603
Insurance $0.30 $180,175
Repairs and Maintenance 3% $203,762
Reserves for Replacement 3% $203,762
Total Expenses 14% $927,301
EFFECTIVE GROSS INCOME $6,724,139
less OPERATING EXPENSES $927,301
NET OPERATING INCOME $5,796,838
VALUE (NET INCOME/OAR) $5,796,838 divided by 8.00% 'T!72K4�60�500
VALVE PER SQUARE FOOT
Value x Assessment Rate x Mill Levy = tax liability
Value AssesSmentRate Mill Levy Annual Taxes
1 $72,460,500 29% 98.3120 = $2,065,883.64
7 Parcels-existing 2013 taxes 29% 93.3120 = $15,625.10
I$2':050t258V
Christine Murray C601317730
Certified General Appraiser,Larimer County Assessor's Office 1= Total Value of Improvemeni
2014 Mill levy subject to change,values based on prelimirmry figures and medion lease rates. 2 =Gross Annual Tax Liability
3=Current(Base)Tax Liability
Existing FtC$ Loveland 5F c 425,430 4 c Gross Annual Tax Incremen
cam 01/29/
BI C Ipi I L I I P e
Pled ed Tax Increment based on Construction Schedule
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Construction Schedule
Start Date: Feb 2014 --� -�-- —
�_ iP,HASE;ONE:
Completeion Date: Feb 2015
Tax Roll 2015: 100%Completion Exhibit H
Payable 2016 (Page 3 of 10)
Exhibit E
BUILDING AREA-SF SIZE(SF) % To Woodward Agreement
Office 56,430 21.76%
Manufacturing 187,061 72.14%
Cafd/Restaurant 15,800 6.09%
TOTAL SF 259,291 100.00%
POTENTIAL GROSS INCOME INC/SF SF NET
Office $14.00 56,430 $790,020
Manufacturing $10.00 187,061 $1,870,610
Cafd/Restaurant $16.00 15,800 $2S2,800
TOTAL SF $11.24 259,291 $2,913,430.
LESS VACANCY&COLLECTION LOSS 1.00% $29,134
INCOME less V&C $2,884,296
ADDITIONAL INCOME $0
EFFECTIVE GROSS INCOME $2,984,296
OPERATING EXPENSES
Management 5%
$145,672
Insurance $0.30 $77,787
Repairs and Maintenance 3% $87,403
Reserves for Replacement 3% $87,403
Total Expenses 14% $398,265
EFFECTIVE GROSS INCOME $2,884,296
less OPERATING EXPENSES $398,265
NET OPERATING INCOME $2,486,031
VALUE(NET INCOME/OAR) $2,486,031 divided by 8.00% $31075 400
VALUE PER SQUARE FOOT $120
Value x Assessment Rate x Mill Levy=tax liability
Value Asse "ntxate MITI Levy AnnmiTam
$31,075,400 29% 98.3120 $885,974.57
7 Parcels-existing 2013 taxes 29% 93.3120 = $15,625.10
$870,349.47
Prepared by DDA staff using Larimer County's Assessor's Office estimate of value worksheet
Exhibit H
(Page 4 of 10)
P 9 Exhibit E
To Woodward Agreement
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Construction Schedule
Start Date: June 2014 pNA .Tyyp
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Completeion Date: June 2015
Tax Roll 2015: 50%Completion Exhibit H
Payable 2016 (Page 5 of 10)
BUILDING AREA-SF SIZE(SF) % Exhibit E
To Woodward Agreement
Office 60,000 100.00%
Manufacturing 0.00%
Cafe/Restaurant 0.00%
TOTAL SF 60,000 100.00%
POTENTIAL GROSS INCOME INC/SF SF NET
Office $14.00 60,000 $840,000
Manufacturing $10.00 0 $0
Cafe/Restaurant $16.00 0 $0
TOTAL SF $24.00 60,000 $840,000
LESS VACANCY&COLLECTION LOSS 1.00% $8,400
INCOME less V&C $831,600
ADDITIONAL INCOME $0
EFFECTIVE GROSS INCOME $831,600
OPERATING EXPENSES
Management 5% $42,000
Insurance $0.30 $18,000
Repairs and Maintenance 3% $25,200
Reserves for Replacement 3% $25,200
Total Expenses 13% $110,400
EFFECTIVE GROSS INCOME $831,600
less OPERATING EXPENSES $110,400
NET OPERATING INCOME $721,200
VALUE(NET INCOME/OAR) $721,200 divided by 8.00% $9 015 000
VALUE PER SQUARE FOOT $150
Value x Assessment Rate x Mill Levy=tax liability
Value Assessmentaate Mill levy Annual Taxes
$9,015,000 29% 98.3120 $257,021.98
$257,021.98
Prepared by DDA staff using Larimer County's Assessor's Office estimate of value worksheet
a Exhibit H
2 (Page 6 of 10)
Exhibit E
To Woodward Agreement
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Construction Schedule
Start Date: Oct 2014 R-
P,HASETHREEF• . 4 r
Completeion Date: Oct 2015
Tax Roll 2015: 20%Completion Exhibit H
Payable 2016 (Page 7 of 10)
BUILDING AREA-SF SIZE(SF) % Exhibit E
To Woodward Agreement
Office 56,430 26.96%
Manufacturing 152,861 73.04%
Cafd/Restaurant 0.00%
TOTAL SF 209,291 100.00%
POTENTIAL GROSS INCOME INC/SF SF NET
Office $14.00 56,430 $790,020
Manufacturing $10.00 152,861 $1,528,610
Caf4/Restaurant $16.00 0 $0
TOTAL SF $11.08 209,291 $2,318,630
LESS VACANCY&COLLECTION LOSS 1.00% $23,186
INCOME less V&C $2,295,444
ADDITIONAL INCOME $0
EFFECTIVE GROSS INCOME $2,295,444
OPERATING EXPENSES
Management
I , 5% $115,932
Insurance
$0.30 $62,787
Repairs and Maintenance 3% $69,559
Reserves for Replacement 3% $69,559
Total Expenses 14%
$317,837
EFFECTIVE GROSS INCOME $2,295,444
less OPERATING EXPENSES $317,837
NET OPERATING INCOME $1,977,607
VALUE(NET INCOME/OAR) $1 977 607 divided by 8 00% $24 720 100
VALUE PER SQUARE FOOT $11B
Value x Assessment Rate x Mill Levy=tax Ilabllity
Value AueumentRate MITI Levy Annual Taxes
$24,720,100 29% 98.3120 = $704,781.92
$704,781.92
Prepared by DDA staff using Larimer County's Assessor's Office estimate of value worksheet
Exhibit H
(Page 8 of 10) .,.
Exhibit E
To Woodward Agreement
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Construction Schedule EStart Date: Feb 2015 —`�
P,HASE;FOURi.
Completeion Date: Feb 2016
Tax Roll 2016: 100%Completion
Payable 2017 Exhibit H
(Page 9 of Io)
BUILDING AREA-SF SIZE(SF) % Exhibit E
Office 0 0.00% To Woodward Agreement
Manufacturing 72,000 100.00%
Cafd/Restaurant 0 0.00%
TOTAL SF 72,000 100.00%
POTENTIAL GROSS INCOME INC/SF SF NET
Office $14.00
0 $0
Manufacturing $10.00 72,000 $720,000
Cafd/Restaurant $16.00 0 $0
TOTAL SF $10.00 72,000
$720,000
LESS VACANCY&COLLECTION LOSS 1.00% $7,200
INCOME less V&C $712,800
ADDITIONAL INCOME $0
EFFECTIVE GROSS INCOME $712,800
OPERATING EXPENSES
Management 5%
Insurance $36,000
$0.30 $21,600
Repairs and Maintenance 3% $21,600
Reserves for Replacement 3% $21,600
Total Expenses 14% $100,800
EFFECTIVE GROSS INCOME $712,800
less OPERATING EXPENSES $712,800
NET OPERATING INCOME $622,000
VALUE(NET INCOME/OAR) $612,000 divided by 8.00% $7,650,000
VALUE PER SQUARE FOOT $186
Value x Assessment Rate x Mill Levy=tax liability
Value AssenmentRate MITI Levy Annual Taxes
$7,650,000 29% 98.3120 = $218,105.17
$218,105.17
Prepared by DDA staff using Larimer County's Assessor's Office estimate of value worksheet
Exhibit H
(Page 10 of 10)
w a g 8 g g 9 Exhibit E
e' To Woodward Agreement
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