RESOLUTION #R-104-2017 A RESOLUTION OF THE LOVELAND URBAN RENEWAL AUTHORITY APPROVING AN INTERGOVERNMENTAL AGREEMENT REGARDING LOANS TO THE LOVELAND URBAN RENEWAL AUTHORITY FOR THE PURCHASE OF THE 6 TH STREET COUNTY BUILDING AND PARKING LOT AND FOR AN INCENTIVE AGREEMENT FOR PUBLIC IMPROVEMENTS TO SUCH BUILDING WHEREAS, the Loveland City Council (the Council ) created the Loveland Urban Renewal Authority ( LURA ) by adopting Resolution #R-44-2002 on July 2, 2002 and vested it with the legal authority to exercise all the rights and power granted to urban renewal authorities by the Colorado Urban Renewal Law, C.R.S. 31-25-101, et seq. (the Act ); and WHEREAS, by adopting Resolution #R-74-2002 on October 1, 2002, Council approved the City of Loveland Urban Renewal Plan (the Plan ) and authorized LURA to retain revenues generated by the levy of property taxes based on the incremental increase in property values within the area designated as the Downtown Urban Renewal Area described therein (the Downtown Plan Area ) until September 30, 2027; and WHEREAS, by adopting Resolution #R-33-2005 on April 26, 2005, Council approved the Block 41-Finley s Addition Urban Renewal Plan (the Finley s Urban Renewal Plan ), created the Block 41-Finley s Addition Urban Renewal Area (the Finley s Addition Plan Area ) as a plan area separate from the Downtown Plan Area, and authorized LURA to retain the tax increment within the Finley s Addition Plan Area until September 30, 2027; and WHEREAS, in conjunction with such plan and plan area, the City, LURA, Lincoln Place, LLC and other parties entered into that certain Master Financing Agreement for development of Block 41-Finley s Addition Urban Renewal Plan Area dated May 10, 2005 (the MFA ), later superseded by that certain Amended and Restated Master Financing Agreement for Block 41- Finley s Addition Urban Renewal Plan Area dated May 22, 2007 (the Restated MFA ); and WHEREAS, the Restated MFA, in conjunction with that certain Disposition and Development Agreement between the City, LURA and 541 N. Lincoln, LLC dated January 30, 2013 (the Development Agreement ), in part, dedicated tax increment revenue within the Finley s Addition Plan Area to Lincoln Place, LLC through May 22, 2015, to repay Lincoln Place, LLC for certain public improvements, and the Development Agreement thereafter dedicated such tax increment revenues to repay loans and other obligations to the City related for additional public improvements; and WHEREAS, by adopting Resolution #R-93-2012 on December 18, 2012, Council approved that certain Modified and Restated Urban Renewal Plan: Block 41- Finley s Addition (the Expanded Finley s Urban Renewal Plan ) that, among other changes, superseded the Finley s Urban Renewal Plan and expanded the Finley s Addition Plan Area to include the Larimer County property located at 205 East 6 th Street (the County Property ) in Loveland and real property located at 541 North Lincoln in Loveland (the Expanded Finley s Addition Plan Area ); and 1
WHEREAS, LURA s collection of the tax increment under the Expanded Finley s Urban Renewal Plan includes both real property tax increment and City sales tax increment and will end on September 30, 2027, which is the same date that LURA s collection of tax increment in the Downtown Plan Area will end; and WHEREAS, in conjunction with the Expanded Finley s Urban Renewal Plan and Expanded Finley s Addition Plan Areas, the City and LURA and Larimer County (the County ) entered into that certain Intergovernmental Agreement Regarding North Catalyst Urban Renewal Project in the Amended Block 41-Finley s Addition Urban Renewal Plan Area dated May 31, 2013 (the County IGA ), that, in part, modified the Development Agreement to dedicate a portion of the tax increment revenue to the County (the County Payment ); and WHEREAS, the County IGA was later amended by that certain First Amendment to Intergovernmental Agreement Regarding North Catalyst Urban Renewal Project in the Amended Block 41-Finley s Addition Urban Renewal Plan Area ( First Amendment ) to modify the Development Agreement to dedicate the County Payment to rehabilitation of the County Property and related purposes and to place a maximum amount of tax increment revenues that the County could receive under the Development Agreement (the County IGA and First Amendment are collectively referred to herein as the Amended County IGA ); and WHEREAS, the City and LURA desire to facilitate an urban renewal activity to redevelop the County Property by entering into this Agreement to approve: (1) a loan from the City to LURA to enable LURA to purchase the County Property and that certain real property located at 100 East 6 th Street used as a parking lot (the Parking Lot ) and then sell the County Property and lease the Parking Lot to a private entity, and, (2) a second loan from the City to LURA to enable LURA to offer such private entity an economic incentive to make public improvements to the County Property; and WHEREAS, the City and LURA desire to provide for repayment of the such loans through tax increment attributable to the Expanded Finley s Addition Plan Area as set forth in the Intergovernmental Agreement Regarding Loans to the Loveland Urban Renewal Authority for the Purchase of the 6th Street County Building and Parking Lot and for an Incentive Agreement for Public Improvements to such Building (the Loan Agreement ) attached hereto as Exhibit A and incorporate by reference herein; and WHEREAS, as governmental entities in Colorado, the City, LURA, and the County are authorized, pursuant to C.R.S. 29-1-203, to cooperate or contract with one another to provide any function, service, or facility lawfully authorized to each. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LOVELAND, COLORADO, ACTING AS THE BOARD OF THE LOVELAND URBAN RENEWAL AUTHORITY: Section 1. That the Loan Agreement be and is hereby approved. 2
Section 2. That the City Manager is authorized, following consultation with the City Attorney, to modify the Loan Agreement in form or substance as deemed necessary to effectuate the purposes of this Resolution or to protect the interests of LURA. Section 3. That the City Manager and the City Clerk are hereby authorized and directed to execute the Loan Agreement on behalf of the LURA. Section 4. That this Resolution shall be effective as of the date of its adoption. ADOPTED this 7 th day of November, 2017. Cecil A. Gutierrez, Chair ATTEST: Board Secretary A RESOLUTION OF THE LOVELAND URBAN RENEWAL AUTHORITY APPROVING AN INTERGOVERNMENTAL AGREEMENT REGARDING LOANS TO THE LOVELAND URBAN RENEWAL AUTHORITY FOR THE PURCHASE OF THE 6TH STREET COUNTY BUILDING AND PARKING LOT AND FOR AN INCENTIVE AGREEMENT FOR PUBLIC IMPROVEMENTS TO SUCH BUILDING 3
INTERGOVERNMENTAL AGREEMENT REGARDING LOANS TO THE LOVELAND URBAN RENEWAL AUTHORITY FOR THE PURCHASE OF THE 6 TH STREET COUNTY BUILDING AND PARKING LOT AND FOR AN INCENTIVE AGREEMENT FOR PUBLIC IMPROVEMENTS TO SUCH BUILDING This Intergovernmental Agreement ( Agreement ) is made and entered into this day of, 2017 ( Effective Date ), by and among the Loveland Urban Renewal Authority, a body corporate and politic ( LURA ), and the City of Loveland, a Colorado municipal corporation (the City ), collectively referred to herein as the Parties. RECITALS WHEREAS, the Loveland City Council (the Council ) created LURA by adopting Resolution #R-44-2002 on July 2, 2002 and vested it with the legal authority to exercise all the rights and power granted to urban renewal authorities by the Colorado Urban Renewal Law, C.R.S. 31-25-101, et seq. (the Act ); and WHEREAS, by adopting Resolution #R-74-2002 on October 1, 2002, Council approved the City of Loveland Urban Renewal Plan (the Plan ) and authorized LURA to retain revenues generated by the levy of property taxes based on the incremental increase in property values within the area designated as the Downtown Urban Renewal Area described therein (the Downtown Plan Area ) until September 30, 2027; and WHEREAS, by adopting Resolution #R-33-2005 on April 26, 2005, Council approved the Block 41-Finley s Addition Urban Renewal Plan (the Finley s Urban Renewal Plan ), created the Block 41-Finley s Addition Urban Renewal Area (the Finley s Addition Plan Area ) as a plan area separate from the Downtown Plan Area, and authorized LURA to retain the tax increment within the Finley s Addition Plan Area until September 30, 2027; and WHEREAS, in conjunction with such plan and plan area, the City, LURA, Lincoln Place, LLC and other parties entered into that certain Master Financing Agreement for development of Block 41-Finley s Addition Urban Renewal Plan Area dated May 10, 2005 (the MFA ), later superseded by that certain Amended and Restated Master Financing Agreement for Block 41- Finley s Addition Urban Renewal Plan Area dated May 22, 2007 (the Restated MFA ); and WHEREAS, the Restated MFA, in conjunction with that certain Disposition and Development Agreement between the City, LURA and 541 N. Lincoln, LLC dated January 30, 2013 (the Development Agreement ), in part, dedicated tax increment revenue within the Finley s Addition Plan Area to Lincoln Place, LLC through May 22, 2015, to repay Lincoln Place, LLC for certain public improvements, and the Development Agreement thereafter dedicated such tax increment revenues to repay loans and other obligations to the City related for additional public improvements; and WHEREAS, by adopting Resolution #R-93-2012 on December 18, 2012, Council approved that certain Modified and Restated Urban Renewal Plan: Block 41- Finley s Addition (the Expanded Finley s Urban Renewal Plan ) that, among other changes, superseded the Finley s Urban Renewal Plan and expanded the Finley s Addition Plan Area to include the Larimer
County property located at 205 East 6 th Street (the County Property ) in Loveland and real property located at 541 North Lincoln in Loveland (the Expanded Finley s Addition Plan Area ); and WHEREAS, LURA s collection of the tax increment under the Expanded Finley s Urban Renewal Plan includes both real property tax increment and City sales tax increment and will end on September 30, 2027, which is the same date that LURA s collection of tax increment in the Downtown Plan Area will end; and WHEREAS, in conjunction with the Expanded Finley s Urban Renewal Plan and Expanded Finley s Addition Plan Areas, the City and LURA and Larimer County (the County ) entered into that certain Intergovernmental Agreement Regarding North Catalyst Urban Renewal Project in the Amended Block 41-Finley s Addition Urban Renewal Plan Area dated May 31, 2013 (the County IGA ), that, in part, modified the Development Agreement to dedicate a portion of the tax increment revenue to the County (the County Payment ); and WHEREAS, the County IGA was later amended by that certain First Amendment to Intergovernmental Agreement Regarding North Catalyst Urban Renewal Project in the Amended Block 41-Finley s Addition Urban Renewal Plan Area ( First Amendment ) to modify the Development Agreement to dedicate the County Payment to rehabilitation of the County Property and related purposes and to place a maximum amount of tax increment revenues that the County could receive under the Development Agreement (the County IGA and First Amendment are collectively referred to herein as the Amended County IGA ); and WHEREAS, the City and LURA desire to facilitate an urban renewal activity to redevelop the County Property by entering into this Agreement to approve: (1) a loan from the City to LURA to enable LURA to purchase the County Property and that certain real property located at 100 East 6 th Street used as a parking lot (the Parking Lot ) and then sell the County Property and lease the Parking Lot to a private entity, and, (2) a second loan from the City to LURA to enable LURA to offer such private entity an economic incentive to make public improvements to the County Property; and WHEREAS, the City and LURA desire to provide for repayment of the such loans through tax increment attributable to the Expanded Finley s Addition Plan Area as set forth in this Agreement; and WHEREAS, as governmental entities in Colorado, the City, LURA, and the County are authorized, pursuant to C.R.S. 29-1-203, to cooperate or contract with one another to provide any function, service, or facility lawfully authorized to each. NOW, THEREFORE, in consideration of the foregoing Recitals and the Parties mutual covenants and agreements contained herein, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 2
AGREEMENT 1. Definitions. Tax increment shall mean tax revenues actually received by LURA while this Agreement is in effect, which are generated by (i) the levy of property taxes based on the incremental increase in property values within the Expanded Finley s Addition Plan Area; and (ii) the levy of City sales tax based on the incremental increase in sales subject to City sales tax within the Expanded Finley s Addition Plan Area. 2. Obligations of the Parties. A. The City s Obligation to LURA. 1. Loan 1. The City shall loan to LURA, and shall disburse to LURA within thirty (30) days after the Effective Date, the full amount of Seven Hundred Twenty Eight Thousand Dollars ($728,000) needed by LURA to purchase the County Property ( Loan 1 ). 2. Loan 2. The City shall loan to LURA, and shall disburse to LURA within thirty (30) days after the Effective Date,the full amount of Seven Hundred Fifty Thousand Dollars ($750,00) needed by LURA to offer reimbursement for public improvements to the County Property as a form of economic incentive ( Loan 2 ). B. LURA s Obligation to the City for Loan 1. 1. Term. The term of Loan 1 shall be for one (1) year commencing on the Effective Date. 2. Interest. LURA shall pay Loan 1 with interest at an annual interest rate of three percent (3%). The full payment amount due including interest over the term of Loan 1 is Seven Hundred Forty Nine Thousand Eight Hundred Forty Dollars ($749,840). 3. Repayment. The City anticipates that LURA will pay Loan 1 from the proceeds of the sale of the County Property from LURA to Longbow Industries, LLC or another entity. C. LURA s Obligation to the City for Loan 2. 1. Term. The term of Loan 2 shall be for ten (10) years commencing on the Effective Date. 2. Interest. LURA shall pay Loan 2 with interest at an annual interest rate of three percent (3%). The full payment amount due including interest over the term of Loan 2 is Eight Hundred Seventy Nine Thousand Two Hundred Twenty Nine Dollars ($879,229) ( Full Payment Amount ). 3. Repayment. LURA shall make annual pro-rated installment payments of the Full Payment Amount on Loan 2 from revenues of the Expanded Finley Addition Plan Area tax increment, subject to the Development Agreement and the Amended County IGA. Payment of tax increment shall be due no later than December 1, of each year commending with December 1, 2018. 3. No Waiver. No waiver by any party of the performance or satisfaction of any covenant or condition herein shall be valid unless in writing and shall not be considered to be a waiver by such party of any other covenant or condition hereunder. 3
4. Entire Agreement. This Agreement contains the entire agreement between the Parties regarding the Site and supersedes all prior agreements, whether written or oral, between the Parties regarding the same subject including. This Agreement shall not be modified by any party by any oral representation made before or after the execution of this Agreement, and all modifications must be in writing signed by the Parties. 5. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of City and LURA. 6. Captions. Paragraph titles or captions contained in this Agreement are inserted only as a matter of convenience and for reference, and in no way define, limit, extend or describe the scope of this Agreement. 7. Relationship of the Parties. The Parties acknowledge that no party is an agent for any other party and that no party shall or can bind or enter into agreements for the other Parties. 8. Governing Law and Venue. This Agreement shall be governed by and enforced in accordance with the laws of the State of Colorado. In addition, the Parties hereto acknowledge that there are legal constraints imposed upon the City and LURA by the constitutions, statutes, and rules and regulations of the State of Colorado and of the United States, and imposed upon the City by its Charter and Code, and that, subject to such constraints, the Parties intend to carry out the terms and conditions of this Agreement. Notwithstanding any other provisions of this Agreement to the contrary, in no event shall the Parties hereto exercise any power or take any action which shall be prohibited by applicable law. Whenever possible, each provision of this Agreement shall be interpreted in such a manner so as to be effective and valid under applicable law. Venue for any judicial proceeding concerning this Agreement shall only be in the District Court for Larimer County, Colorado. 9. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original. This Agreement shall only be effective if the same agreement is, or identical counterparts are, signed by the City and LURA. 10. Third-Party Beneficiaries. This Agreement is solely for the benefit of the City and LURA and their respective members, principals, partners and successors and no third party shall be entitled to the benefit of any of the provisions of this Agreement. 11. Mutual Cooperation. The Parties each agree to execute, acknowledge and deliver or to cause to have executed, acknowledged and delivered, such other and further instruments and documents as may reasonably be requested another party to carry out this Agreement. Each party hereto shall use its good faith efforts to cause satisfaction of all conditions to its obligation under this Agreement, and to exercise good faith in fulfilling its obligations under this Agreement. 4
IN WITNESS WHEREOF, the Parties have entered into this Agreement on the date set forth above. CITY: CITY OF LOVELAND, a Colorado municipal corporation ATTEST: By: Stephen C. Adams, City Manager City Clerk APPROVED AS TO FORM: Assistant City Attorney LURA: LOVELAND URBAN RENEWAL AUTHORITY, a Colorado urban renewal authority By: Stephen C. Adams, City Manager ATTEST: Board Secretary APPROVED AS TO FORM: Assistant City Attorney 5
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