HomeMy WebLinkAbout2019-107-11/19/2019-CONCERNING THE FORT COLLINS URBAN RENEWAL AUTHORITY AND ITS TAX INCREMENT REVENUE REFUNDING BONDS (PCOOPERATION AGREEMENT
BETWEEN THE CITY OF FORT COLLINS AND
THE FORT COLLINS URBAN RENEWAL AUTHORITY
THIS COOPERATION AGREEMENT (this “Agreement”) dated as of ___________,
2019, is made and entered into between the CITY OF FORT COLLINS, COLORADO (the
“City”) and the FORT COLLINS URBAN RENEWAL AUTHORITY (the “Authority”).
WHEREAS, the City is a Colorado home rule municipality with all the powers and
authority granted pursuant to Article XX of the Colorado Constitution and its City Charter;
and
WHEREAS, the Authority is a Colorado Urban Renewal Authority, with all the
powers and authority granted to it pursuant to Title 31, Article 25, Part 1, Colorado Revised
Statutes (“C.R.S.”) (the “Urban Renewal Law”); and
WHEREAS, pursuant to Article XIV of the Colorado Constitution, and Title 29,
Article 1, Part 2, C.R.S., the City and the Authority are authorized to cooperate and contract
with one another to provide any function, service or facility lawfully authorized to each
governmental entity; and
WHEREAS, the City Council of the City (the “City Council”), by Resolution No.
2011-081 approved and adopted on September 6, 2011, has authorized and approved the
“Midtown Urban Renewal Plan” as an urban renewal plan under the Act (the “Original Plan”)
for the area described therein (the “Original Plan Area”), and the urban renewal projects
described therein; and
WHEREAS, on February 28, 2013, the City Council adopted Resolution 2013-014
which, among other things, ratified and reaffirmed the Original Plan, including the adoption
of the Prospect South tax increment financing district; and
WHEREAS, on May 7, 2013, the City Council adopted Resolution 2013-043
approving modifications to the Original Plan (the “First Amended Plan”); and
WHEREAS, on December 1, 2015, the City Council adopted Resolution 2015-107
approving modifications to the First Amended Plan (the “Second Amended Plan”); and
WHEREAS, one of the modifications included in the Second Amended Plan is the
removal of approximately 167.8 acres of land from the Original Plan Area thereby resulting in
a new plan area (the “New Plan Area”); and
WHEREAS, Resolution 2015-107 provides that the Second Amended Plan is intended
to supersede and replace in all respects the Original Plan and the First Amended Plan except
that the previous Council findings and determinations in Resolutions 2011-081, 2013-014 and
2013-043 shall remain in full force and effect as applied to the New Plan Area except to the
extent expressly superseded or updated in Resolution 2015-107, but the tax increment
EXHIBIT A
2
financing provisions in the Second Amended Plan shall continue to be in effect no later than
twenty-five years after the adoption of the Original Plan; and
WHEREAS, the Second Amended Plan authorizes and describes an urban renewal
project consisting of various undertakings and activities to be undertaken by the Authority to
facilitate the elimination and prevention of blighted within the New Plan Area and to promote
the redevelopment, conservation and rehabilitation of the New Plan Area (collectively, the
“Project”); and
WHEREAS, pursuant to C.R.S. Section 31-25-112, the City is specifically authorized
to do all things necessary to aid and cooperate with the Authority in connection with the
planning or undertaking of any urban renewal plans, projects, programs, works, operations, or
activities of the Authority, to enter into agreements with the Authority respecting such actions
to be taken by the City, and appropriating funds and making such expenditures of its funds to
aid and cooperate with the Authority in undertaking the Project and carrying out the Second
Amended Plan; and
WHEREAS, the City and the Authority have previously entered into that certain
“Intergovernmental Agreement Between the City of Fort Collins, Colorado and the Fort
Collins Urban Renewal Authority” dated August 16, 2006, as amended by the parties in that
certain “First Addendum to the Intergovernmental Agreement Between the City of Fort
Collins, Colorado and the Fort Collins Urban Renewal Authority Regarding Operating Staff
and Resources” approved by the City Council and the Authority’s Board by resolution on July
5, 2011 (jointly, the “IGA”); and
WHEREAS, the IGA sets forth the various services the City will provide to the
Authority and addresses in Section 10 of the IGA that the Authority may provide its own
public liability insurance and other insurance or the parties may agree that the Authority will
be covered under the City’s insurance coverages and the Authority will reimburse the City for
the additional cost of that coverage; and
WHEREAS, the City and the Authority wish to amend in this Agreement Section 10
of the IGA to clarify and expressly provide that until April 1, 2020, the Authority and its
officers and employees are included under and covered by the City’s purchased excess-
insurance coverages and coverage under the City’s self-insurance program and self-insurance
fund as established, provided and described in Division 6 of Article VII in Chapter 2 of the
City Code and in Division 3 of Article III in Chapter 8 of the City Code; and
WHEREAS, the Authority is issuing its Fort Collins Urban Renewal Authority, Tax
Increment Revenue Refunding Bonds (Prospect South), Series 2019 (the “Series 2019
Bonds”) for the purpose of refinancing certain obligations owing by the Authority to the City
that financed certain urban renewal activities in the New Plan Area; and
WHEREAS, the City Council has adopted a Resolution declaring its nonbinding intent
and expectation that it will appropriate any funds requested, within the limits of available
funds and revenues, in a sufficient amount to replenish the Reserve Fund to the Reserve Fund
3
Requirement or to repay the provider of any reserve fund insurance policy in the event of a
draw thereunder (the “Replenishment Resolution”) as defined in the Indenture of Trust (the
“Indenture”), between the Authority and U.S. Bank National Association, as trustee (the
“Trustee”); and
WHEREAS, capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Indenture.
NOW, THEREFORE, in consideration of the mutual promises set forth below, the
City and the Authority agree as follows:
1. LOAN. If the City Council appropriates funds pursuant to the
Replenishment Resolution, such funds shall be a loan from the City to the Authority to be repaid
as provided herein.
2. PAYMENT.
(a) All amounts payable by the Authority to the City hereunder shall constitute
“Subordinate Debt” for purposes of the Indenture. The Authority shall cause such amounts to be
paid from and to the extent of Pledged Revenues (as defined in the Indenture) available for the
payment of Subordinate Debt in accordance with the terms of the Indenture including, in
particular, Section 4.04(c) thereof.
(b) The Authority agrees to pay the City interest on the principal balance of any
amounts designated as a loan hereunder at a rate to be determined based upon applicable City
policies in effect at the time of any such loan.
3. FURTHER COOPERATION.
(a) The City shall continue to make available such employees of the City as may be
necessary and appropriate to assist the Authority in carrying out any authorized duty or activity
of the Authority pursuant to the Urban Renewal Law, the Second Amended Plan, or any other
lawfully authorized duty or activity of the Authority.
(b) The City agrees to assist the Authority and the Trustee by pursuing all lawful
procedures and remedies available to it to collect and transfer to the Authority on a timely basis
all Pledged Revenues for deposit into the Revenue Fund. To the extent lawfully possible, the
City will take no action that would have the effect of reducing tax collections that constitute
Pledged Revenues.
(c) The City agrees to pay to the Authority any Pledged Property Tax Revenues
when, as and if received by the City, but which are due and owing to the Authority pursuant to
the Second Amended Plan.
(d) In connection with the issuance of the Series 2019 Bonds, the Authority agrees
that so long as the Series 2019 Bonds are outstanding, the Authority shall submit to the City
4
Manager by February 15 of each year a report in substantially the form set forth as Exhibit B to
the Indenture. The City Manager agrees to submit such report to the City Council at its first
regular meeting in March in each year. Notwithstanding the foregoing, failure by the Authority
to provide the report required by this Section3(d) of this Agreement and Section 5.13 of the
Indenture or failure by the City Manager to submit such report to the City Council shall not
constitute a default under this Agreement or under the Indenture.
4. SUBORDINATION. The Authority’s obligation under this Agreement to
repay the City for the loan referred to in Section 1 hereof is subordinate to the Authority’s
obligations for the repayment of the Series 2019 Bonds, any Additional Bonds and any other
obligations or indebtedness that is secured or payable in whole or in part by the Pledged
Revenues on a parity with the Series 2019 Bonds.
5. AMENDMENT OF IGA SECTION 10. Section 10 of the IGA is hereby
amended to read in full as follows:
10. Insurance. The URA and the City agree that the URA and its officers and
employees shall be included in and covered under the excess-insurance coverage the City
purchases each year for itself and its officers and employees. The URA and its officers
and employees shall also be included in and covered under the City’s self-insurance
program and self-insurance fund as established, provided and described in Division 6 of
Article VII in Chapter 2 of the City Code and in Division 3 of Article III in Chapter 8 of
the City Code. The URA shall annually reimburse the City for any additional costs the
City incurs to so insure the URA and its officers and employees. The City and the URA
also agree that the City’s obligation under this section to provide insurance coverages to
the URA and its officers and employees shall terminate on April 1, 2020. Before such
termination date, the parties agree to discuss and decide whether to continue these
coverages by the City from and after April 1, 2020, or whether the URA should
separately obtain its own insurance coverages.
6. GENERAL PROVISIONS.
(a) Separate Entities. Nothing in this Agreement shall be interpreted in any manner
as constituting the City or its officials, representatives, consultants, or employees as the agents of
the Authority, nor as constituting the Authority or its officials, representatives, consultants, or
employees as agents of the City. Each entity shall remain a separate legal entity pursuant to
applicable law. Neither party shall be deemed hereby to have assumed the debts, obligations, or
liabilities of the other.
(b) Third Parties. Neither the City nor the Authority shall be obligated or liable under
the terms of this Agreement to any person or entity not a party hereto, other than the Trustee.
(c) Modifications. No modification or change of any provision in this Agreement
shall be made, or construed to have been made, unless such modification is mutually agreed to in
5
writing by both parties and incorporated as a written amendment to this Agreement. Memoranda
of understanding and correspondence shall not be construed as amendments to the Agreement.
(d) Entire Agreement. This Agreement shall represent the entire agreement between
the parties with respect to the subject matter hereof and shall supersede all prior negotiations,
representations, or agreements, either written or oral, between the parties relating to the subject
matter of this Agreement and shall be independent of and have no effect upon any other
contracts.
(e) Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired.
(f) Assignment. Except for the pledge under the Indenture, this Agreement shall not
be assigned, in whole or in part, by either party without the written consent of the other and of
the Bank.
(g) Waiver. No waiver of a breach of any provision of this Agreement by either party
shall constitute a waiver of any other breach or of such provision. Failure of either party to
enforce at any time, or from time to time, any provision of this Agreement shall not be construed
as a waiver thereof. The remedies reserved in this Agreement shall be cumulative and additional
to any other remedies in law or in equity.
IN WITNESS HEREOF, the parties have caused this Agreement to be executed by their
duly authorized officers on the date above.
CITY OF FORT COLLINS, COLORADO
Wade Troxell, Mayor
(SEAL)
ATTESTED:
City Clerk
6
FORT COLLINS URBAN RENEWAL
AUTHORITY
[SEAL]
By
Chairperson, Board of Commissioners
Attest:
By
Executive Director