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Home My WebLink About12602RESOLUTION NO. 12602 A RESOLUTION APPROVING A COOPERATION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, THE PUEBLO URBAN RENEWAL AUTHORITY, A BODY CORPORATE AND POLITIC OF THE STATE OF COLORADO, AND THE HISTORIC ARKANSAS RIVERWALK OF PUEBLO AUTHORITY, A GOVERNMENTAL ENTITY FORMED PURSUANT TO ARTICLE XIV, SECTION 18(2)(a) AND (b) OF THE COLORADO CONSTITUTION AND SECTION 29-1-201, C.R.S., RELATING TO THE PUEBLO PROFESSIONAL BULL RIDERS UNIVERSITY AND HERITAGE OF HEROES PROJECT AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME WHEREAS, the City of Pueblo, the Pueblo Urban Renewal Authority, and the Historic Arkansas Riverwalk of Pueblo Authority are entering into this Agreement for the purpose of planning, financing, designing, engineering, overseeing, managing, maintaining, and operating the Pueblo Professional Bull Riders University and Heritage of Heroes Project; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Cooperation Agreement by and between the City of Pueblo, the Pueblo Urban Renewal Authority and the Historic Arkansas Riverwalk of Pueblo Authority, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SECTION 2. The President of the City Council is authorized to execute and deliver the Agreement in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 3. This Resolution shall become effective upon passage and approval. INTRODUCED: February 25, 2013 BY: Chris Kaufman Background Paper for Proposed RESOLUTION DATE: FEBRUARY 25, 2013 AGENDA ITEM # Q-1 DEPARTMENT: PLANNING AND COMMUNITY DEVELOPMENT JULIE ANN WOODS, AICP/ASLA, DIRECTOR TITLE A RESOLUTION APPROVING A COOPERATION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, THE PUEBLO URBAN RENEWAL AUTHORITY, A BODY CORPORATE AND POLITIC OF THE STATE OF COLORADO, AND THE HISTORIC ARKANSAS RIVERWALK OF PUEBLO AUTHORITY, A GOVERNMENTAL ENTITY FORMED PURSUANT TO ARTICLE XIV, SECTION 18(2)(a) AND (b) OF THE COLORADO CONSTITUTION AND SECTION 29-1-201, C.R.S., RELATING TO THE PUEBLO PROFESSIONAL BULL RIDERS UNIVERSITY AND HERITAGE OF HEROES PROJECT, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME ISSUE Should City Council approve a Cooperation Agreement for the Pueblo Professional Bull Riders University and Heritage of Heroes Project between the City, Pueblo Urban Renewal Authority (PURA), and the Historic Arkansas Riverwalk of Pueblo Authority (HARP)? RECOMMENDATION Approval of the Resolution. BACKGROUND Beginning in 2009, the Pueblo Urban Renewal Authority (the “Authority”) partnered with the City of Pueblo, the Pueblo Chamber of Commerce, the Pueblo Economic Development Corporation, the Historic Arkansas Riverwalk Authority, HARP Foundation, and other community partners to develop plans and funding strategies for the Pueblo Professional Bull Riders University and Heritage of Heroes Project (the “Pueblo RTA Project”). On June 13, 2011, City Council approved Resolution No. 12174 authorizing the submittal of a proposal to the Colorado Office of Economic Development and International Trade (OEDIT) for the dedication of specified state sales tax increment revenue authorized through State of Colorado Regional Tourism Act (RTA) for the Pueblo RTA Project (Project). In September 2012, the Colorado Economic Development Commission (“CEDC”) voted to accept the proposal from the City of Pueblo and authorize 24.7% of the state sales tax increment to the Pueblo RTA Project upon approval of a Resolution addressing the terms and conditions of approval imposed by the CEDC. On December 10, 2012, City Council approved Resolution No.12554 acknowledging receipt of the Colorado Economic Development Commission’s Resolution No. 1 effective May 18, 2012 concerning the dedication of specified state sales tax increment revenue and addressing the terms and conditions for the “Pueblo Professional Bull Riders University and Heritage of Heroes Project.” The Cooperation Agreement between the City, PURA, and HARP is for the purpose of planning, financing, designing, engineering, overseeing, managing, maintaining, and operatingthe improvements authorized within The Colorado Economic Development Commission’s Resolution No. 1 for the “Pueblo Professional Bull Riders University and Heritage of Heroes Project.” The attached Cooperation Agreement outlines the Project, the roles and responsibilities of the parties. FINANCIAL IMPACT PURA will be the financing entity including being the recipient of state sales tax TIF, as well as, be responsible for the overall administration of the Project. PURA will be responsible for the design, construction, and maintenance of the eligible Project improvements. PURA intends to maintain ownership of Gateway Plaza, Heritage Plaza, and the Boathouse and enter into an agreement with HARP for the maintenance of these facilities. Pursuant to any applicable written agreements with the City or any other entity, eligible Project improvements may be conveyed by PURA. The maintenance of those facilities will become the responsibility of the entity receiving ownership of the said facility. During the planning, design, and construction phases of the RTA Project senior level staff members from multiple City departments including Planning and Community Development, Public Works, Transportation, Parks and Recreation, the Law Department, and the City Manager will be needed to assist in the coordination of the RTA Projects that will be completed on City-owned property and public rights-of-way. In addition, City staff will prepare grant applicationsto supplement the state sales tax increment funds. COOPERATION AGREEMENT PUEBLO PROFESSIONAL BULL RIDERS UNIVERSITY AND HERITAGE OF HEROES PROJECT 1.0 PARTIES. This Cooperation Agreement (the "Agreement "), is made and entered into as of Feb . 25 , 2013, by and among the CITY OF PUEBLO, a Colorado municipal corporation (the "City'); the PUEBLO URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado (the "Authority') and THE HISTORIC ARKANSAS RIVERWALK OF PUEBLO AUTHORITY, a governmental entity formed pursuant to Article XIV, Section 18(2)(a) and (b) of the Colorado Constitution and Section 29 -1 -201, C.R.S ( "HARP ") . The parties are sometimes referred to herein collectively as the "Parties" and individually as a "Party". 2.0 RECITALS. The following recitals are incorporated in and made a part of this Agreement. 2.1 RTA Application. By Resolution No. 1, attached to and made a part of this Agreement as Attachment 1, the Colorado Economic Development Commission (the "Commission') approved the application of the City for a regional tourism project described as the Pueblo Professional Bull Riders University and Heritage of Heroes Project (the "Project ") pursuant to the Colorado Regional Tourism Act, Part 3 of Article 46, Title 24, C.R.S. (the "Act"). 2.2 Cooperation Regarding the Project. The Parties are entering into this Agreement for the purpose of planning, financing, designing, engineering, overseeing, managing, maintaining, and operating the Project to the extent required by Act, Resolution No. 1, and all other applicable laws and regulations. 3.0 AGREEMENT. In consideration of the mutual covenants, agreements, and promises in this Agreement and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as set forth in this Agreement. 4.0 DEFINITIONS. All capitalized terms in this Agreement shall have the meaning set forth below and are intended to be interpreted in conjunction with the meanings set forth in Section 24 -46 -303 of the Act and the definitions set forth in Resolution No. 1. If there is a conflict among definitions used in the Act, Resolution No. 1 and the Agreement, the Act shall control, then Resolution No. 1, and last, this Agreement: "Authority" means the Pueblo Urban Renewal Authority, a body corporate and politic of the State of Colorado, and its successors and assigns. "Authority Advances" means Eligible Costs advanced to the Authority or paid for by the City or the Authority. `Base Year Revenue" means the state sales tax revenue collected by the State from taxable transactions occurring within the Regional Tourism Zone during the twelve -month period beginning on May 1, 2011 and ending on Aprll 30, 2012, as required by Section 24 -46- 303(1) of the Act. "Bonds" means the bonds, other forms of debt instruments, or other financial obligations to which the Percentage of State Sales Tax Increment Revenue is pledged and which are issued or incurred and documented by the Authority for the purpose of paying Eligible Costs as described in Section 24 -46- 303(4) of the Act. `Bond Documents" means any resolution, indenture, reimbursement agreement, intergovernmental agreement, loan agreement, note, bond, debt instrument or other contract under which the Authority incurs debt or other financial obligations in connection with financing the Eligible Improvements. `Bond Requirements" means the debt service on, and related reasonable, necessary and Eligible Costs incurred in connection with the Bonds or other forms of debt instruments. `Bond Trustee" means the trustee or successor trustee as specified in the Bond Documents and approved by the Authority. "Commission" means the Colorado Economic Development Commission, authorized and created pursuant to Section 24 -46 -102 of the Act. "Commencement of Substantial Work" shall mean the date on which substantial work on the Project conunences, including but not limited to the Authority's issuance of Bonds or other debt instruments, the repayment of which is secured by a pledge of the Percentage of State Sales Tax Increment Revenue or the commencement of actual development or predevelopment of the Project, including but not limited to any of the following: executing a design or construction contract for work on the Project, erecting permanent structures, excavating the ground to lay foundations, mass grading of the site, or work of a similar description that manifests an intention and purpose to complete the Project. "Credit Enhancement" means any credit enhancement, liquidity, interest rate protection or insurance for the Bonds. "Director" means the director of the Colorado Office of Economic Development, authorized and created pursuant to Section 24- 48.5 -101, C.R.S. "Eligible Costs" shall have the same meaning as Section 24-46-303(4) of the Act and shall include costs incurred by the City and the Authority in preparing and submitting the RTA Application described in Section 2.1 of this Agreement. In addition, costs and expenses incurred by the Parties in complying with its obligations under Section 24- 35- 118(2), C.R.S., and the Act shall also be Eligible Costs pursuant to Section 24 -46- 303(4) of the Act; provided, however, 2 nothing herein shall limit the Parties from documenting, certifying, and reimbursing Eligible Costs in accordance with the Act. "Effective Date" means May 18, 2012, the date on which the Commission approved the Project in accordance with the Act. "Eligible Improvements" means the Eligible Improvements set forth in Exhibit B to Resolution No. 1. "External Financial Advisor" means any consultant that: (a) advises Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities, including matters such as the pricing ( including, without limitation, interest rates), sales and marketing of such securities and the procuring of bond ratings, credit enhancement and insurance in respect of such securities; (b) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer's Municipal Market Place publication; and (c) is not an officer or employee of the Authority and has not been otherwise engaged to provide services in connection with the transactions contemplated by the Resolution. "Financing Entity" means the Authority. "Financing Term" means the period of time commencing upon the issuance of the Bonds and expiring on the date of payment in full of the Bonds; provided, however, no single bond issuance of the Authority shall have a maturity date in excess of thirty (30) years. If the Financing Entity consolidates or refinances previously issued debt or Bonds as authorized in Section 24- 46- 304(2)(h) ofthe Act and provides written notification ofthe consolidation or refinancing details by certified mail to the Commission and the Colorado Department of Revenue (`DOR ") within 30 calendar days of such consolidation or refinancing being effective, then the maximum 30 -year term as referenced may be extended to the earlier of the time frame authorized under Section 24 -46- 304(2) of the Act or the date of payment in full of the Bonds, but in no event shall the Financing Term exceed 50 years. "HARP" means the Party defined in Section 1.0 of this Agreement. "Ineligible Improvements" means the commercial, residential or civic improvements constructed as part of the overall concept plan for the Project that may be funded with private or other public funds, which improvements are not considered part of the Project and for which the Percent of State Sales Tax Increment Revenue shall not be used to fund in any manner. The Ineligible Improvements are more particularly described in Exhibit C to Resolution No. 1. "Overall Concept Plan" means the plan described in Section 5.1 and Resolution No. 1. "Percentage of State Sales Tax Increment Revenue" means twenty -four and seven-tenths percent (24.7 %) of the portion of revenue derived from state sales tax revenue collected within 3 the Regional Tourism Zone in excess of the Base Year Revenue. "PBR" means the Professional Bull Riders, Inc., a Colorado corporation, and its successors and assigns. "Phase I Improvements" means those Eligible Improvements and Ineligible Improvements more particularly described in Section 5.4 and on Exhibit D, G, and H to Resolution No. 1. "Phase II Improvements" means those Eligible Improvements and Ineligible Improvements more particularly described in Section 5.5 and on Exhibit E, G, and H to Resolution No. 1. "Phase III Improvements" means those Eligible Improvements and Ineligible Improvements more particularly described in Section 5.6 and on Exhibit F, G, and H to Resolution No. 1. "Pueblo Professional Bull Riders University" shall mean a use of the arena facility constructed in the Regional Tourism Zone as one component of the Project with the capability of providing one international location for assembly and training of bull riders, bull riding, judges and other event officials and, subject to naming authorization by the City and the Authority, and potentially serving as a promotional vehicle for PBR or other similar or alternate uses. "Pledged Revenue" means the revenue received from the dedicated percent of state sales tax increment revenue to the Authority. "Project" shall mean the regional tourism project generally described as the "Pueblo Professional Bull Riders University and Heritage of Heroes Project ", as more particularly described in the City's application to the Commission, dated June 30, 2011, as modified by the Commission's approval of the Project and with the Commission's approval described specifically in Resolution No. 1 and with the Project's specifically approved Eligible Improvements more particularly described in Exhibit B to Resolution No. 1. "Recovered Amounts" means any funds obtained or resulting from federal, state or local government sources by or on behalf of the Project or cost savings achieved or actually recovered by the City or Authority, other than the fiords in the special fiord described in Section 24 -46 -307 (1)(b) of the Act, and in Sections 6.1 and 6.2 as reimbursement for any and all expenditures for the Eligible Improvements, including, without limitation, any amounts recovered from public utility companies, metropolitan districts, private developers and private property owners. "Regional Tourism Project" nuns the Project. "Regional Tourism Zone" means the geographic boundaries of the City as more 4 particularly described on Exhibit A to Resolution No. 1 with the approved zone boundaries being depicted in Exhibit A -1 to Resolution No. 1. "Reporting Term" or "Term" shall mean the period of time that the Authority is required to submit Annual Reports and Independent Audits pursuant to Section 24 -46 -308 of the Act and as required by the provisions of Resolution No. 1. "Resolution No. 1" means the resolution of the Commission approving the Project that is attached to this Agreement as Attachment 1 and incorporated herein in its entirety. "Special Fund" means the fund described in Section 24- 46- 307(b) of the Act. 5.0 PHASING. Within their powers, purposes, and functions, the Parties will cooperate to plan, finance, design, engineer, undertake, oversee, manage, and maintain the Project and Overall Concept Plan as set forth in Exhibit G in three phases and each phase may be undertaken in stages as more completely set forth herein and in Resolution No. 1. The Authority shall be responsible to assure that Commencement of Substantial Work occurs in accordance with Resolution No. 1. 5.1 Overall Concept Plan. The Parties will cooperate to carry out the Overall Concept Plan, as set forth in Exhibit G, including the Project, including, without limitation, cooperation on the design of Eligible Improvements and Ineligible Improvements. The Overall Concept Plan includes the Phase 1 Improvements, the Phase II Improvements and the Phase III Improvements described in Exhibit D, Exhibit E, Exhibit F. Exhibit G, and Exhibit H of Resolution No. 1, respectively. The following provisions generally describe each phase ofthe Overall Concept Plan and the Party or Parties primarily responsible for development of such phase; however, the description is not intended to be complete or to finally define all of the duties and responsibilities required of the Parties or other entities required to complete the financing, design, construction, operation, and maintenance ofthe Eligible Improvements and Ineligible Improvements in each phase. 5.2 Timing. It is the intent ofthe Parties to complete the three phases ofthe Overall Concept Plan, including the Project, based on land development strategies and market demands. As required by Resolution No. 1, the Parties shall cooperate to include all applicable Eligble Improvements for each phase once construction of a building in a specific phase is commenced. The Parties shall cooperate to carry out the milestone events for the Overall Concept Plan set forth in Exhibit I of Resolution 1, as such may be modified in the future. The Authority shall use commercially reasonable efforts to coordinate and assure completion of the tasks and milestones necessary to complete the phases of the Overall Concept Plan, including Eligible Improvements and Ineligible Improvements (each, a "Milestone ") and more particularly described in Exhibit H, Exhibit I and Exhibit J of Resolution No. 1. 5.3 Financing Plan for Overall Concept Plan. The Parties agree to cooperate to seek 5 additional federal, state, and other available financing for all aspects of the Overall Concept Plan as set forth in Exhibit G, including, without limitation, securing the cooperation of the HARP Foundation to seek grant funds for the Overall Concept Plan, The Authority is responsible for developing, and the City and HARP shall cooperate to prepare, a financing plan, as described in Exhibit J of Resolution No. 1, for construction and maintenance of Eligible Improvements and construction of Ineligible Improvements, which financing plan may include, (a) deadlines for obtaining commitments from necessary investors, (b) identity of equity investors, if any, (c) the nature of debt instruments, including, the Bonds, (d) extent ofuse of any local tax increment financing, and /or (e) any other material component of the City's and the Authority's plan for financing the Eligible Improvements and Ineligible Improvements. The total projected cost for the Overall Concept Plan, including the Eligible Improvements and Ineligible Improvements; sources of funding for all Improvements, and the timing for commitment of each source of funding for all Improvements is described in Exhibit H, Exhibit I and Exhibit J of Resolution No. 1. 5.4 Phase I Improvements. The Authority shall have primary responsibility for developing and constructing the Eligible Improvements that are included in the Phase I Improvements. The Eligible Improvements that constitute the Phase I Improvements include (a) construction of an arena facility for use by the Pueblo Professional Bull Riders University, for club sports events and other events; (b) expansion of the Pueblo Convention Center/Exhibition Hall including with the cooperation of the Medal of Honor Foundation, enhancing the Medal of Honor/Walk of Valor; and (c) surface parking, and infrastructure required to support both Eligible Improvements and Ineligible Improvements included in the Phase I Improvements. 5.4.1 Phase 1 Financing The Parties shall cooperate to obtain the necessary financing for the Phase I Improvements from any available source, public and private. The Authority, in cooperation with the City, will explore options to refinance the Main Street Parking Garage to free up revenue pledged to pay the outstanding bonds for that facility and to use such revenue in support of the Project, with priority given to financing required for the Phase I Improvements. The City shall seek federal financing from the Economic Development Administration for architectural and engineering funds that are available for the Project in the first quarter of 2013. 5.4.2 Land Acquisition. The Authority shall undertake land acquisition required to provide surface parking for the Phase 1 Improvements. 5.4.3 HARP Hotel and Other Ineligible Improvements. The Parties will cooperate to attract a private developer to construct a 100 -room hotel and the other Ineligible Improvements on the sites shown on Exhibits D, G, and H to Resolution No. 1. To the extent that such work is already underway on such Ineligible Improvements (such as Memorial Hall and Veterans Bridge) the Parties responsible for such development and construction work shall expeditiously proceed to complete such work in accordance with existing agreements. 6 5.5 Phase II Improvements. HARP shall be the primary responsble Party for design and construction of the following Eligible Improvements on Exhibits E, G and H to Resolution No. 1: Gateway Center/Boathouse Facility, Heritage Plaza, and Gateway Plaza. The City and the Authority shall cooperate to provide the other Eligible Improvements and Ineligible Improvements shown on Exhibit E to Resolution No. 1. 5.6 Phase III Improvements. The following Parties shall be primarily responsble for the following Eligible Improvements listed on Exhibits F, G, and H to Resolution No. 1: The Authority shall be the primary responsble Party for design and construction of the Parking Structure. The City shall be the primary responsible Party for design and construction of the Aquatic Center & Water Park. HARP shall be the primary responsible Party for design and construction of the expansion of the HARP channel, HARP Confluence -West and HARP Confluence -East listed under Ineligible Improvements on Exhibits F, G, and H to Resolution No. 1. The Authority and the City shall cooperate to provide the other Ineligible Improvements listed on such Exhibits F, G and H. 6.0 DUTIES OF THE AUTHORITY; FINANCING ENTITY. The Authority shall be the overall administrator and Financing Entity for the Project, and, in addition to the other powers and duties required to carry out the Project, shall be responsible for receiving, depositing, and distributing the Percentage of State Sales Tax Increment Revenue in accordance with Resolution No 1. The Authority shall prepare a procedure for documenting, certifying, and paying Eligible Costs. The Parties shall document, certify and submit to the Authority all Eligible Costs that are eligible for reimbursement under the Act. The Authority shall receive a reasonable fee for all of its duties in connection with the Project, including, without limitation, its responsibilities under Sections 6.0 through 6.13.4 hereof The Authority shall include a good faith estimate of the administrative services required in each annual budget for the Project, which estimated fee shall be drawn from the special fiord monthly and shall be adjusted for the actual certified administrative costs of the Authority at the end of each such budget year. 6.1 Percentage of State Sales Tax Increment Revenue. The Authority shall establish the Special Fund required by the Act and, upon the receipt thereof shall deposit in the special fiord all of the Percentage of State Sales Tax Increment Revenue, if any, in excess of the Base Year Revenue received by the Authority from the Colorado Department of Revenue as authorized by the Act. The Authority shall segregate such revenue from other moneys of the Authority and shall utilize such sales tax revenue solely to finance Eligible Costs incurred for the purpose of constructing the Eligible Improvements and implementing the Project. The Special Fund may be used without limitation, to pay the principal of the interest on, and any premiums due in connection with the Bonds of loans or advances to, or indebtedness incurred by the Authority, whether funded, refunded, assumed, or otherwise, for financing or refinancing in whole or in part, the Project. Any excess state sales tax collections not allocated pursuant to the Act shall be paid into the funds of the state treasury. Such state sales tax increment revenue, together with any investment income earned thereon, shall be construed and treated for purposes as being assigned to, the property of and the revenue of the Authority for the Project and shall 7 not be construed or treated for any purpose as revenue or property of the State of Colorado. 6.2 Special Fund. Pursuant to Section 24- 46- 307(b) of the Act, the Authority shall establish, maintain, and control the Special Fund. The Percentage of State Sales Tax Increment Revenue and other funds deposited in the Special Fund, when aril as received by the Authority, shall be subject to the lien of such pledge to the Authority, without physical delivery, filing or other act. The obligation of the State to transfer the Percentage of State Sales Tax Increment Revenue into the Special Fund shall expire upon the earlier of the expiration of the Financing Term or the date the Project Bonds have been fully repaid. Upon issuance ofthe Bonds, the Authority shall utilize such Percentage of State Sales Tax Increment Revenue solely to finance Eligible Costs and implementing the Project as described in this Resolution and the Act. The Authority shall transfer the amounts in the Special Fund directly to the Bond Trustee identified in the Bond Documents at the times specified in the Bond Documents. Any excess Percentage of State Sales Tax Increment Revenue not allocated to the Project by the Authority shall be paid to the fiords of the State Treasury. The Percentage of State Sales Tax Increment Revenue, including any interest or other income eamed thereon, shall be construed and treated for all purposes as being assigned to, the property of and the revenue of the Authority and shall not be construed or treated for any purpose as revenue of or property of the State of Colorado. 6.3 Authority to Issue Bonds. In reliance on the Percentage of State Sales Tax Increment Revenue pledged under Resolution No. 1, the Authority may issue Bonds from time to time in its discretion to finance any Eligible Improvements with respect to the Project and may also issue refunding or other Bonds of the Authority from time to time in its discretion for the payment, retirement, renewal or extension of any Bonds previously issued by the Authority pursuant to Section 24- 46- 304(2)(h) of the Act. The Authority shall provide written notification of any consolidation or refinancing details by certified mail to the Commission and the Colorado Department of Revenue within 30 calendar days of such consolidation or refinancing being effective in order for the Financing Term to be extended pursuant to Section 24- 46- 304(2)(h) of the Act and Resolution No. 1. 6.4 Bonds; Interest. The Bonds shall be issued by the Authority in accordance with Resolution No. 1, the Bond Documents and applicable law. Upon issuance ofthe Bonds, the Authority shall deliver copies of all final Bond Documents to the Commission, together with an opinion of the Authority's bond counsel that the final Bond Documents are in conformance with Resolution No. 1, including, without limitation, any debt placed with private developers. Interest will not begin to accrue on the Bonds until the Commission has received the bond counsel opinion and certification of the External Financial Advisor required by Resolution No. 1. 6.5 Certification of Eligible Costs and Ownership/Maintenance of Eligible Improvements. All Eligible Costs shall be certified by the Authority in accordance with the Act and Resolution No. 1. It is the intention of the Parties and the Commission that all Eligible Costs shall be paid to or reimbursed to the Authority from Percentage of State Sales Tax Increment Revenue or Bond proceeds to the extent that the such revenue is available for such support. All 8 Authority Advances shall be certified to the Authority in accordance with Resolution No. 1 and reimbursed in accordance with Resolution No 1. The Authority shall have the authority to design, construct, own, and operate and maintain the Eligible Improvements. The Authority shall have the additional authority to cause the Eligible Improvements to be designed, constructed, owned or maintained, in such combination as the Authority shall determine, by others in accordance with all applicable laws, ordinances, standards, policies and specifications, including those of the City. The Authority intends to maintain ownership of Gateway Plaza, Heritage Plaza and the Boathouse and enter into an agreement with HARP for the maintenance of these facilities to be funded as a part of Eligible Costs. Upon conveyance of any of the Eligible Improvements to the City or any other special district, utility company or other entity, Eligible Improvements so conveyed shall be subject to maintenance by the City or other entity to which the Eligible Improvements are conveyed, pursuant to any applicable written agreements with the City or any other entity. The Parties shall cooperate to maintain any existing agreements and enter into any such additional agreements as may be required to carry out the Project as set forth in Resolution No. 1. 6.6 Procedure for Certification of Construction-Related Costs. As a condition precedent to paying or reimbursing the Authority for any Eligible Costs, the Authority shall obtain a certification from an independent engineer engaged by the Authority for construction-related costs stating that such construction-related costs are reasonable and comparable to similar projects as constructed in the local community, and certification from the Authority's accountant that all costs are reimbursable Eligible Costs ( "Certified Costs') based on copies of the invoices, bus, and requests for payment provided to the Authority in accordance with Resolution No. 1 and the Act. Nothing herein shall be construed to preclude the design engineer for any portion of the Project from serving as the independent engineer referred to herein. 6.7 Inspection of Records. All books, records and reports (except those required by applicable law to be kept confidential) in the possession of the Authority and the City relating to Resolution No. 1, the Eligible Improvements, the Eligible Costs and the Pledged Revenue shall at all times be open to inspection by such accountants or other agents as the Commission may from time to time designate. 6.8 Recovered Amounts. The City and Authority shall utilize reasonable efforts to collect, and apply exclusively the Recovered Amounts to pay Eligible Costs. All Recovered Amounts are intended to be deposited in the special fund and shall subsequently be treated as special fiords pursuant to Section 24- 46- 307(b) of the Act. 6.9 Books and Accounts. The Authority shall keep proper and current itemized records, books and accounts in which complete and accurate entries shall be made of the receipt and use of all amounts of revenue received, from any and all sources, including, without limitation, the Pledged Revenue and Bond proceeds and such other calculations required by Resolution No. 1 and any applicable law or regulation. 9 6.10 No Impairment. During the Financing Term or the Reporting Term, neither the City nor the Authority shall enter into any agreement or transaction that impairs the rights of the Commission under Resolution No. 1. 6.11 No Litigation. The Parties shall cooperate with the Commission in taking reasonable actions to defend against any litigation brought by a third party against the Commission or any ofthe Parties conceming the Project, the Eligible hmprovements or Resolution No. 1. 6.12 Quarterly Reports and Quarterly and Semi-Annual Meetings. The Authority shall submit written Quarterly Reports to the Commission, detailing the progress on the Project as described in Resolution No. 1, which includes Exhibits A -J. The written Quarterly Reports shall be submitted to the Commission 30 calendar days after the end of each calendar quarter with the first report to be due April 30, 2013, and the final due date being in September in the year following the completion of the Project and the Financing Term. The Authority shall document the completion of each Quarterly Meeting with the Director of the Commission and each Semi- Annual Meeting with the Commission as descnbed in this paragraph in the next written Quarterly Report to be submitted. The Authority shall schedule and participate in Quarterly Meetings with the Director to discuss progress on the Project. The Quarterly Meetings shall be completed in the month after the written Quarterly Report due date unless an alternative date has been agreed to by the Director in writing. Such Quarterly Meetings shall begin in May 2013 and shall continue until all Eligible Improvements have been completed. The Authority shall request and participate in a Semi-Annual Meeting with the Colorado Economic Development Commission twice a year to discuss progress on the Project with such semi-annual meetings to begin in 2013 and to continue until all Eligible Improvements have been completed. 6.13 Annual Reports and Independent Audit Reporting Obligations. The annual reports and independent audits required in the Act shall be submitted to the Commission on or before September 28 of each year during the Financing Term with the first due date being on or before September 28, 2013 pursuant to pursuant to Section 24 -46 -308 ofthe Act, with the final due date being on September 28 in the year following the completion of the Project and the Financing Term. In addition to the information required in the annual reports and independent audit as stated in the Act, the Authority shall include the following additional information in its annual reports: 6.13.1 Sales Tax Revenue. A comparison ofthe actual state sales tax increment revenue collected by the Colorado Department of Revenue and the projected state sales tax increment revenue projected in the Application, with a description of the impact, if any, the change in the Regional Tourism Zone boundaries may have had on the actual amount of revenue collected. 6.13.2 Economic Analysis. An economic analysis that assesses the actual overall effectiveness of the Regional Tourism Project to date including 10 (a) the number of net new jobs directly created by the project in each category as defined by the Colorado Division of Labor and Employment and the wages and health benefits for jobs in each category, (b) the market impact; (c) regional and in -state competition; (d) attraction of out-of-state tourists; (e) the fiscal impact to local governments within and adjacent to the Regional Tourism Zone; and (fl the retum to the state on its investment. 6.13.3 Tax Expenditures. Such annual reports shall also include information on all tax expenditures for regional tourism economic development during the prior fiscal year; and 6.13.4 Property Tax TIF. If the City or the Authority or other local entities use property tax revenue to finance the Project, an analysis of the impact to local school districts and the percentage of the total program pursuant to Section 22 -54 -106, C.R.S., that the state is required to fund. 6.14 Deficiency Notices. If the additional Terms and Conditions imposed by the Commission are not complied with by the Authority, the Commission shall provide one written notification describing the deficiency to the Authority and provide a cure period of thirty (30) days. If the Authority does not respond within the 30 day period and /or the deficiency is not resolved, then the Commission will handle the deficiency thereafter in a similar manner as described in Sections 24- 46- 309(2) and 24 -46- 309(3) of the Act. Deficiency notices from the Commission and responses from the Authority shall be delivered by certified mail to the addresses contained in Resolution No. 1. The Parties shall cooperate to timely cure any deficiency notice. 7.0 DELAYS. Any delays in or failure of performance by any Party of its obligations under this Agreement shall be excused if such delays or failure are a result of acts of God, fires, floods, strikes, labor disputes, accidents, adverse economic conditions, regulations or order of civil or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, which are beyond the control of such Party. 8.0 DEFAULT. Default or failure to perform by any Party under this Agreement shall be governed by the provisions of the Act and Resolution No. 1. The Parties shall cooperate to cure any deficiency notice delivered by the Commission. In addition, any Party may undertake steps or efforts to mitigate, cure, or renegotiate the provisions of Amendment No. 1 in order to avoid 11 or mitigate the consequences of any such deficiency notice. 9.0 CAPTIONS. The captions of the Sections of this Agreement are set forth only for the convenience and reference of the Parties and are not intended in any way to define, limit, or describe the scope or intent ofthis Agreement. 10.0 ADDITIONAL DOCUMENTS OR ACTION. The Parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement. 11.0 INTEGRATION AND AMENDMENT. This Agreement represents the entire agreement between the Parties with respect to the subject matter and there are no oral or collateral agreements or understandings with respect to the subject matter. This Agreement may be amended only by an instrument in writing signed by the Parties 12.0 EXECUTION IN COUNTERPARTS. This Agreement maybe executed in several counterparts, each ofwhich shall be deemed an original and all ofwhich shall constitute but one and the same instrument. 13.0 NO THIRD -PARTY BENEFICIARIES. This Agreement is intended to descnbe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 14.0 MINOR CHANGES. The Parties executing this Agreement are authorized to make non- substantive corrections to this Agreement as the Parties mutually consider necessary. 15.0 GOOD FAITH OF PARTIES. In the performance ofthis Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 16.0 PARTIES NOT PARTNERS. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and neither Party shall be responsible for any debt or liability of the other Party or any other person or party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES ON FOLLOWING PAGE] 12 IN WITNESS WHEREOF, this Agreement is executed by the Parties hereto in their respective names as of the date first above written. THE PUEBLO URBAN RENEWAL AUTHORITY ATTEST: . chair S ec -tary PUEBLO, A MUNICIPAL CORPORATION Af1EST: res T - o the City Council C' Jerk THE HISTORIC ARKANSAS RIVERWALK OF A I'EST: PUEBLO AUTHO mid - '; •e on Secretary 13 ATTACHMENT 1 RESOLUTION NO. 1 RESOLUTION OF APPROVAL BY THE COLORADO ECONOMIC DEVELOPMENT COMMISSION CONCERNING THE DEDICATION OF SPECIFIED STATE SALES TAX INCREMENT REVENUE FOR THE "PUEBLO PROFESSIONAL BULL RIDERS UNIVERSITY AND HERITAGE OF HEROES PROJECT" WHEREAS, the Colorado Economic Development Commission is charged with the responsibility for the review and approval of local government applications requesting state sales tax increment revenue to support regional tourism projects pursuant to the Colorado Regional Tourism Act, Part 3 of Article 46, Title 24, C.R.S. (the "Act "); and WHEREAS, by application dated June 30, 2011 (the "Application "), the City of Pueblo, Colorado, a Municipal corporation (the "Applicant") requested state sales tax increment revenue pursuant to the Act to support a regional tourism project (the "Project ") generally referenced to as the "Pueblo Professional Bull Riders University and Heritage of Heroes Project" as more specifically defined in this Resolution; and WHEREAS, the Applicant has demonstrated that the Application materially meets each of the following criteria as set forth in C.R.S. § 24- 46-304 of the Act: (a) the Project is of an extraordinary and unique nature and is reasonably anticipated to contribute significantly to economic development and tourism in the state and the communities where the project is located; (b) the Project is reasonably anticipated to result in a substantial increase in out -of -state tourism; (c) a significant portion of the sales tax revenue generated by the Project is reasonably anticipated to be attributable to transactions with nonresidents of the regional tourism zone; and (d) the Applicant has provided reliable economic data demonstrating that, in the absence of state sales tax increment revenue, the Project is not reasonably anticipated to be developed within the foreseeable future; and WHEREAS, the Applicant remains committed to the development of the Pueblo Professional Bull Riders University in the manner described in the Application submitted June 30, 2011 and for which the Pueblo Professional Bull Riders University and Heritage of Heroes Project is projected to be a significant driver of the dedicated percent of state sales increment tax revenue to be generated by the Project; and WHEREAS, following review by the state's third party analyst, review of the recommendations provided by the Director, and after conducting public hearings as required by the Act, the Commission on May 18, 2012 approved a regional tourism project for the Applicant and authorized the percentage of state sales tax increment revenue to be dedicated to the regional tourism project described herein in accordance with C.R.S. § 24- 46- 305(3)(d); and WHEREAS, C.R.S. § 24-46 -305 of the Act requires that, upon approval of an application submitted by a local government pursuant to the Act, the Commission shall adopt a resolution ( "Resolution ") specifying: (a) the local government that has been approved to undertake a regional tourism project; (b) the area of the regional tourism zone; (c) whether the Commission has authorized the creation of a regional tourism authority; (d) the percentage of State sales tax increment revenue that will be dedicated to the regional tourism project; and (e) any conditions of approval imposed by the Commission and incorporated in writing into the Commission's resolution of approval. NOW, THEREFORE, BE IT RESOLVED BY THE COLORADO ECONOMIC DEVELOPMENT COMMISSION THAT: Section 1. The Project. The Project shall be completed in accordance with the Act and this Resolution. Section 2. Definitions. C.R.S. § 24-46 -303 establishes certain definitions used in the text of the At ( "Definitions "). All terms used in this Resolution shall have the meaning set forth below and are intended to be interpreted in conjunction with the meanings set forth in the Act and the Definitions: A. "Applicant's Overall Concept Plan" means the Project's Eligible Improvements and Ineligible improvements. B. "Authority" means the Pueblo Urban Renewal Authority, a body corporate and politic of the State of Colorado that has been established pursuant to Part 1 of Article 25 of Title 31, C.R.S. C. "Authority Advances" means Eligible Costs advanced to the Authority or paid for by the City of Pueblo or Authority. D. "Base Year means the state sales tax revenue collected by the State from taxable transactions occurring within the Regional Tourism Zone during the twelve- month period beginning on May 1, 2011 and ending on April 30 , 2012, as required by C.R.S. § 24-46- 303(1). E. "Bonds" means the bonds, other forms of debt instruments, or other financial obligations to which the dedicated percent of state sales tax increment revenue is pledged and which are issued or incurred and documented by the Pueblo Urban Renewal Authority for the purpose of paying Eligible Costs as described in C.R.S. § 24-46- 303(4). F. "Bond Documents" means any resolution, indenture, reimbursement agreement, intergovernmental agreement, loan agreement, note, bond, debt instrument or other contract under which the Authority incurs debt or other financial obligations in connection with financing the Eligible Improvements. G. "Bond Requirements" means the debt service on, and related reasonable, necessary and Eligible Costs incurred in connection with the Bonds or other forms of debt instruments. H. "Bond Trustee" means the trustee or successor trustee as specified in the Bond Documents and approved by the Authority. I. "Commission" means the Colorado Economic Development Commission, authorized and created pursuant to C.R.S. § 24-46 -102. J. "Commencement of Substan Work" shall mean the date on which substantial work on the Project commenoEs, including but not limited to the Authority's issuance of Bonds or other debt instruments, the repayment of which is secured by a pledge of 2 the dedicated percent of state sales tax increment revenue or the commencement of actual development or predevelopment of the Project, including but not limited to any of the following: executing a design or construction contract for work on the Project, erecting permanent structures, excavating the ground to lay foundations, mass grading of the site, or work of a similar description that manifests an intention and purpose to complete the Project. K. "Credit Enhancement" means any credit enhancement, liquidity, interest rate protection or insurance for the Bonds. L. "Director" means the director of the Colorado Office of Economic Development, authorized and created pursuant to C.R.S. § 24 -48.5 -101. M. "Eligible Costs" shall have the same meaning as C.R.S. § 24- 46- 303(4) and shall include costs incurred by the Applicant in preparing and submitting its application to the Commission. In addition, Costs and expenses incurred by the Authority in complying with its obligations under C.R.S. § 24- 35- 118(2) and the Act shall also be Eligible Costs pursuant to C.R.S. § 24-46- 303(4). M. "Effective Date" shall mean May 18, 2012, the date on which the Commission approved the Project in accordance with the Act. N. "Eligible Improvements" shall be as set forth in Exhibit B. O. "External Financial Advisor" means any consultant that: (i) advises Colorado governmental entities on matters relating to the issuance of securities by Colorado governmental entities, including matters such as the pricing (including, without limitation, interest rates), sales and marketing of such securities and the procuring of bond ratings, Credit Enhancement and insurance in respect of such securities; (ii) shall be an underwriter, investment banker, or individual listed as a public finance advisor in the Bond Buyer's Municipal Market Place publication; and (iii) is not an officer or employee of the Authority and has not been otherwise engaged to provide services in connection with the transactions contemplated by the Resolution. P. "Financing Entity" shall have the same meaning as set forth in the Definitions and for purposes of this Resolution shall be the Authority. Q. "Financing Term" shall mean the period of time commencing upon the issuance of the Bonds and expiring on the date of payment in full of the Bonds; provided, however, no single bond issuance of the Authority shall have a maturity date in excess of thirty (30) years. If the Financing Entity consolidates or refinances previously issued debt or Bonds as authorized in C.R.S. § 24- 46- 304(2)(h) and provides written notification of the consolidation/refinancing details by certified mail to the Commission and the Colorado Department of Revenue ( "DOR ") within 30 calendar days of such consolidation/refinancing being effective, then the maximum 30 year term as referenced may be extended to the earlier of the timeframe authorized under C.R.S. § 3 24- 46- 304(2)(h) or the date of payment in full of the Bonds but in no event shall the total Financing Term, including the initial financing and refinancing, exceed 50 years. R. "Ineligible Improvements" shall mean the commercial, residential or civic improvements constructed as part of the Applicant's Overall Concept Plan and that may be funded with private or other public funds but for which such improvements are not considered part of the Project and for which the dedicated percent of state sales tax increment revenue shall not be used to fund in any manner and is more particularly described in Exhibit C. S. "Local Government" means the City of Pueblo which has been approved to undertake the Project. T. "Percentage of State Sales Tax Increment Revenue" shall mean twenty four and seven -tenths percent (24.7 %) of the portion of revenue derived from state sales tax revenue collected within the Regional Tourism Zone in excess of the Base Year Revenue. U. "PBR" shall mean the Professional Bull Riders, Inc., a Colorado corporation. V. "Phase I Improvements" means those Eligible Improvements and Ineligible Improvements more particularly described on Exhibit D. W. "Phase II Improvements" means those Eligible Improvements and Ineligible Improvements more particularly described on Exhibit E. X. "Phase III Improvements" means those Eligible Improvements and Ineligible Improvements more particularly described on Exhibit F. Y. "Pueblo Professional Bull Riders University" shall mean the arena facility constructed in the Regional Tourism Zone as one component of the Project with the capability of providing one international location for assembly and training of bull riders, bull riding, judges and other event officials and, subject to naming authorization by the City and the Authority, and potentially serving as a promotional vehicle for PBR or other similar or alternate uses. Z. "Pledged Revenue" means the revenue received from the dedicated percent of state sales tax increment revenue to the Authority. AA. "Project" shall mean the project generally described as the "Pueblo Professional Bull Riders University and Heritage of Heroes Project ", as more particularly described in the City of Pueblo's application to the Commission, dated June 30, 2011, as modified by the Commission's May 18, 2012 approval of the Project and with the Commission's approval described specifically in this Resolution and with the Project's specifically approved Eligible Improvements more particularly described in Exhibit B. AB. "Recovered Amounts" means any funds obtained or resulting from federal, state or local government sources by or on behalf of the Project or cost savings achieved or 4 actually recovered by the City of Pueblo or Authority [other than the funds in the special fund described in C.R.S. § 24 -46 -307 (1)(b)] as reimbursement for any and all expenditures for the Eligible Improvements, including, without limitation, any amounts recovered from public utility companies, metropolitan districts, private developers and private property owners. AC. "Regional Tourism Project" shall have the same meaning as set forth in the Definitions and for purposes of this Resolution shall be the Project. AD. "Regional Tourism Zone" shall mean the geographic boundaries of the City of Pueblo as of May 18, 2012 and as more particularly described on Exhibit A with the approved Zone boundaries being depicted in Exhibit A -1. The Regional Tourism Zone shall not include any annexations subsequent to May 18 2012. AE. "Reporting Term" or "Term" shall mean the period of time that the Authority is required to submit Annual Reports and Independent Audits pursuant to C.R.S. § 24- 46-308 and shall expire on September 28 in the year following the end of the latter of the initial Financing Term or the maximum extended term as described under Financing Term. Section 3. The terms and conditions approved by the Commission for the Project, include the Definitions in this Resolution and the following terms and conditions: A. Local Government. The City of Pueblo, the Applicant, has been approved by the Commission to undertake a Regional Tourism Project and shall also be referred to as the City of Pueblo ( "City ") in this Resolution. B. Regional Tourism Zone. The area of the Regional Tourism Zone is described in the Definition of Regional Tourism Zone. C. Regional Tourism Authority. The Commission has not approved the formation of a Regional Tourism Authority pursuant to C.R.S. § 24-46 -303 (9) in connection with the Project. D. Percentage of State Sales Tax Increment Revenue. The percentage of state sales tax increment revenue that will be dedicated to the Project is 24.7% as described in the Definition in this Resolution. E. Distribution of state sales taxes. Pursuant to C.R.S. § 24 -46 -307, state sales taxes, if any, levied and collected after the effective date of the Commission's approval of the Project shall be divided and distributed by the Colorado Department of Revenue as follows: i. The portion of state sales taxes collected within the boundaries of the Regional Tourism Zone equal to the base year revenue shall be paid into the state treasury as such state sales taxes are normally collected and paid; and 5 The portion of sales tax revenue in excess of the Base Year Revenue shall be allocated to and, when collected, paid into a special fund established by the Financing Entity. The Financing Entity shall segregate such revenue from other moneys of the Financing Entity, if any, and shall utilize such sales tax revenue solely to finance Eligible Costs incurred for the purpose of constructing the Eligible Improvements and implementing the Project. The special fund may be used, without limitation, to pay the principal of; the interest on, and any premiums due in connection with the Bonds of, loans or advances to, or indebtedness incurred by, whether funded, refimded, assumed, or otherwise, such Financing Entity for financing or refinancing in whole or in part, the Project. Any excess state sales tax collections not allocated pursuant to this paragraph shall be paid into the funds of the state treasury. ii. State sales tax increment revenue, together with any investment income earned thereon, shall be construed and treated for purposes as being assigned to, the property of, and the revenue of the applicable Financing Entity and shall not be construed or treated for any purpose as revenue or property of the state. F. Eligible Improvements. Eligible Improvements for the Project, whether publicly or privately owned, as specifically authorized by the Commission are described in the Definitions in this Resolution and more particularly described in Exhibit B. G. Phasing of the Project. The City and the Authority intend to complete the Project's Eligible Improvements and Ineligible improvements ( "Applicant's Overall Concept Plan ") in three separate phases. A description of Phase I, Phase II and Phase III of the Applicant's Overall Concept Plan is set forth in Exhibit D, Exhibit E, Exhibit F . and Exhibit G respectively. Each Phase may be constructed in one or more Stages, with the actual number of stages to be determined by the Authority based on land development strategies and market demands. The Authority shall construct the arena facility for use as Pueblo Professional Bull Riding University during Phase I of the Project. H. Timing for Phasing. It is the intent of the Authority to complete the three Phases based on land development strategies and market demands. The Authority shall include all of the applicable Eligible Improvements for such Phase once construction of a building in a specific Phase is commenced. I. Milestone Schedule. The Authority shall use commercially reasonable efforts to complete the tasks and milestones necessary to complete the Phases of Applicant's Overall Concept Plan, which includes Eligible Improvements and Ineligible Improvements (each, a "Milestone ") and more particularly described in Exhibit H, Exhibit I and Exhibit J of the Resolution. J. Total Cost for the Applicant's Overall Concept Plan. The total cost for the City's Overall Concept Plan, including: the Eligible Improvements and Ineligible Improvements; sources of funding for all Improvements, and the timing for 6 commitment of each source of funding for all Improvements is described in Exhibit H Exhibit I and Exhibit J. K. Financing Plan for the Applicant's Overall Concept Plan. A financial plan for construction of Eligible and Ineligible Improvements is described in Exhibit J. which includes, (1) deadlines for obtaining commitments from necessary investors, (2) identity of equity investors, if any, (3) the nature of debt instruments, including, the Bonds, (4) extent of use of any local tax increment financing, and/or (5) any other material component of the City's and the Authority's plan for financing the Eligible Improvements and Ineligible Improvements (collectively, the "Financing Plan for the Applicant's Overall Concept Plan "). L. Commencement of Substantial Work. The City or the Authority shall be required to initiate Commencement of Substantial Work no later than five (5) years after the Effective Date ( "Commencement Deadline "). M. Certification of Eligible Costs and Ownership/Maintenance of Eligible Improvements. i. AlI Eligible Costs shall be certified by the Authority in accordance with the Act and the Resolution, and as more particularly described in Section N.iii. It is the intention of the Commission that all Eligible Costs shall be paid to or reimbursed to the Authority, and such payment or reimbursements shall be from state sales tax increment revenue or Bond proceeds to the extent that the designated percent of state sales tax increment revenue is available for such support. All Authority Advances shall be certified to the Authority in accordance with this Resolution and reimbursed in accordance with the Resolution. ii. The Authority shall have the authority to design, construct, own, and operate and maintain the Eligible Improvements, or cause them to be designed, constructed, owned and maintained by others, in accordance with all applicable laws, ordinances, standards, policies and specifications, including those of the City, until conveyance or dedication of the Eligible Improvements that are to be maintained by the City, or any other special district or utility company, or private entity, pursuant to any applicable written agreements with the City or any other entity. N. Bonds. i. Authority to Issue Bonds. In reliance on the percentage of state sales tax increment revenue pledged under this Resolution, the Authority may issue Bonds from time to time in its discretion to finance any Eligible Improvements with respect to the Project and may also issue refunding or other Bonds of the Authority from time to time in its discretion for the payment, retirement, renewal or extension of any Bonds previously issued by the Authority pursuant to C.R.S. § 24- 46- 304(2)(h). 7 The Financing Entity shall provide written notification of any consolidation/refinancing details by certified mail to the Commission and the Colorado Department of Revenue within 30 calendar days of such consolidation/refinancing being effective in order for the Financing Term to be extended pursuant to C.R.S. § 24- 46- 304(2)(h) and the Definition in this Resolution. ii. Bonds: Interest. The Bonds shall be issued in accordance with the Resolution, the Bond Documents and applicable law. Upon issuance of the Bonds, the Authority shall deliver copies of all final Bond Documents to the Commission, together with an opinion of the Authority's bond counsel that the final Bond Documents are in conformance with this Resolution. a. To the extent that the Bonds include any private developers placed debt, including, without limitation, Authority Advances, prior to the issuance of such private developers' debt, the Authority shall obtain the certification of an External Financial Advisor to the effect as follows: "We are [I am] an External Financial Advisor within the meaning of the Resolution and certify that: (1) the net effective interest rate (calculated as defined in C.R.S. § 32- 1- 103(12) to be born by [insert the designation of the debt] does not exceed a reasonable tax- exempt interest rate, using criteria deemed appropriate by us [me] based upon our [my] analysis of comparable securities, including, without limitation, interest rates; and (2) the structure of [insert designation of the debt] is reasonable considering the financial circumstances of the Authority." b. Interest will not begin to accrue on the Bonds until the Commission has received the bond counsel opinion and certification of the External Financial Advisor required by this Section P.ii.a. iii. Certification of Costs. As a condition precedent to paying or reimbursing the Authority for any Eligible Costs, the Authority shall obtain a certification from an independent engineer engaged by the Authority for construction - related costs stating that such construction- related costs are reasonable and comparable for similar projects as construed in the local community, and certification from the Authority's accountant that all costs are reimbursable Eligible Costs ( "Certified Costs ") based on copies of the invoices, bills, and requests for payment provided to the Authority and in accordance with this Resolution and the Act. Nothing in this Section N.iii. shall be construed to preclude the design engineer for any portion of the Project from serving as the independent engineer referred to herein. 8 iv. Opinion. As part of the issuance of any bonds and upon the request of the Authority, the Commission may deliver to the Authority a legal opinion regarding the validity of the Resolution and the Act, as of the closing date, which opinion shall state in substance that, as of the closing date, the Resolution and the Act were duly enacted, authorized and executed under Colorado law. This provision is not intended to expand in any way the obligations of the Commission or the State beyond the terms of this Resolution or as required by statute. v. Inspection of Records. All books, records and reports (except those required by applicable law to be kept confidential) in the possession of the Authority and the City relating to the Project shall at all times be open to inspection by such accountants or other agents as the Commission may from time to time designate. vi. Recovered Amounts. The City and Authority shall utilize reasonable efforts to collect, and apply exclusively the Recovered Amounts to pay Eligible Costs. All Recovered Amounts are intended to be deposited in the special fund and shall subsequently be treated as special funds pursuant to C.R.S. § 24- 46- 307(b). vii. Books and Accounts. The Authority shall keep proper and current itemized records, books and accounts in which complete and accurate entries shall be made of the receipt and use of all amounts of revenue received, from any and all sources, including, without limitation, the Pledged Revenue and Bond proceeds and such other calculations required by the Resolution and any applicable law or regulation. viii. No Impairment. During the Financing Term or the Reporting Term, neither the City nor the Authority shall enter into any agreement or transaction which impairs the rights of the Commission under the Resolution. ix. No Litigation. The City and the Authority shall cooperate with the Commission in taking reasonable actions to defend against any litigation brought by a third party against the Commission concerning the Project, the Eligible Improvements or the Resolution. O. Special Fund. A special fund pursuant to C.R.S. § 24- 46- 307(b) shall be established and controlled by the Authority, subject to the provisions of the Act. The dedicated state sales tax increment revenue and funds deposited in the special fund, when and as received by the Authority, shall be subject to the lien of such pledge to the Authority, without physical delivery, filing or other Act. The Authority shall utilize such dedicated state sales tax increment revenue solely to finance Eligible Costs and implementing the Project as described in this Resolution and the Act. The Authority shall transfer the amounts in the special fund Account directly to the Bond Trustee identified in the Bond Documents at the times specified in the Bond Documents. Any excess state sales tax increment revenue not allocated to the Project by the Authority shall be paid to the funds of the State Treasury. Unless otherwise changed by the 9 General Assembly, pursuant to C.R.S. § 24-46- 307(2) the states sales tax increment revenue, including any investment income earned thereon, shall be construed and treated for all purposes as being assigned to, the property of, and the revenue of the Authority and shall not be construed or treated for any purpose as revenue of or property of the State. P. Quarterly Reports and Quarterly and Semi - Annual Meetings. The Financing Entity shall submit written Quarterly Reports to the Commission, detailing the progress on the Project as described in this Resolution which includes Exhibits A -J. The written Quarterly Reports shall be submitted to the Commission 30 calendar days after the end of each calendar quarter with the first report to be due April 30, 2013 with the final due date being in September in the year following the completion of the Project and the Financing Term. The Financing Entity shall document the completion of each Quarterly Meeting with the Director and each Semi - Annual Meeting with the Commission as described in this paragraph in the next written Quarterly Report to be submitted. The Financing Entity shall schedule and participate in Quarterly Meetings with the Director to discuss progress on the Project. The Quarterly Meetings shall be completed in the month after the written Quarterly Report due date unless an alternative date has been agreed to by the Director in writing. Such Quarterly Meetings shall begin in May 2013 and shall continue until all Eligible Improvements have been completed. The Financing Entity shall request and participate in a Semi - Annual Meeting with the Colorado Economic Development Commission twice a year to discuss progress on the Project with such semi - annual meetings to begin in 2013 and to continue until all Eligible Improvements have been completed. Q. Annual Reports and Independent Audit Renorting_Obligations. i.The annual reports and independent audits required in the Act shall be submitted to the Commission on or before September 28 of each year during the Financing Term with the first due date being on or before September 28, 2013 pursuant to C.R.S. § 24-46 -308, with the final due date being on September 28 in the year following the completion of the Project and the Financing Term. ii. In addition to the information required in the annual reports and independent audit as stated in the Act, the Financing Authority shall include the following additional information in its annual reports: a. a comparison of the actual state sales tax increment revenue collected by the Colorado Department of Revenue and the projected state sales tax increment revenue projected in the Application, with a description of the impact, if any, the change in the Regional Tourism Zone boundaries may have had on the actual amount of revenue collected; 10 b. an economic analysis that assesses the actual overall effectiveness of the Regional Tourism Project to date including: 1. the number of net new jobs directly created by the project in each category as defined by CDLE and the wages and health benefits for jobs in each category; 2. the market impact; 3. regional and in -state competition; 4. attraction of out -of -state tourists; 5. the fiscal impact to local governments within and adjacent to the Regional Tourism Zone; and 6. the return to the state on its investment. c. information on all tax expenditures for regional tourism economic development during the prior fiscal year; and d. in the event that the City or the Authority or other local entities use property tax revenue to finance the Project, an analysis of the impact to local school districts and the percentage of the total program pursuant to C.R.S. § 22- 54-106 that the state is required to fund. R. If the additional Terms and Conditions imposed by the Commission are not complied with by the Authority, the Commission shall provide one written notification describing the deficiency to the Authority and provide a cure period of thirty (30) days. If the Authority does not respond within the 30 day period and/or the deficiency is not resolved, then the Commission will handle the deficiency thereafter in a similar manner as described in C.R.S. § 24- 46- 309(2) and C.R.S. § 24- 46- 309(3). Deficiency notices from the Commission and responses from the Authority shall be delivered by certified mail to the addresses contained in Section 6. of this Resolution respectively. Section 4. List of Exhibits included in this Resolution. The list of Exhibits which are included as part of this Resolution are: A. Exhibit A and A-1 — legal description of the Regional Tourism Zone and map depicting such regional Tourism Zone B. Exhibit B — description of Eligible Improvements C. Exhibit C — description of Ineligible Improvements D. Exhibit D — phase 1 Eligible and Ineligible Improvements ( "phase 1 improvements ") E. Exhibit E — phase 2 Eligible and Ineligible Improvements ( "phase 2 improvements ") F. Exhibit F — phase 3 Eligible Improvements and Ineligible Improvements ( "phase 3 improvements ") G. Exhibit G — description of total Eligible and ineligible costs for the Applicant's Overall Concept Plan H. Exhibit H — milestone schedule for the Applicant's Overall Concept Plan I. Exhibit I — financing plan for the Applicant's Overall Concept Plan J. Exhibit J - project financial plan Section 5. Authorizations to Department of Revenue and Financing Entity. As provided in C.R.S. § 24-46- 305(4) of the Act, the Commission hereby authorizes and directs the Colorado Department of Revenue to collect and remit to the Authority, as the designated Financing Entity, on a monthly basis promptly after collection, the state sales tax increment revenue specified in 11 this Resolution. The Financing Entity is authorized to receive and utilize the state sales tax increment revenue dedicated for the Project for the earlier duration of the Financing Term or until the Bonds for the Project have been fully repaid pursuant to the Act and the Definitions and the terms and conditions of approval imposed by the Commission and incorporated in writing in this Resolution of Approval. The Commission authorizes the utilization of the state sales tax increment revenue by the Financing Entity pursuant to the Act and subject to the conditions of approval stated in this Resolution of Approval. Section 6. Certified Mail Notification Addresses. Written notifications shall be made by certified mail at the following addresses: Colorado Economic Development Commission c/o Director, Colorado Office of Economic Development 1625 Broadway, Suite 2700 Denver, CO 80202 City of Pueblo, a municipal corporation c/o Pueblo City Manager 200 S. Main Street Pueblo, CO 81003 Pueblo Urban Renewal Authority c/o John R. Batey, Executive Director 115 E. Riverwalk Suite 410 Pueblo, CO 81003 To change an address in this Resolution, a written notice of same must be submitted by certified mail to the Commission. The Commission will notify the City, the Authority and the Colorado Department of Revenue similarly if its address changes. Section 7. Transmission of Approval. The Director is hereby authorized and directed to promptly transmit written notice and a copy of this Resolution to the Executive Director of the Colorado Department of Revenue. Effective Date of Resolution. This Resolution is effective as of May 18, 2012. DATED THIS — DAY OF , 2012. COLORAD • . CONOMIC D . VELOPMENT 0 m, sib / `iii, .`1c' i ii : Dick M TJ,J; rt, Cha' j ATTEST AND ACKNOWLEDGEMENT: 12 CITY OF PUEBLO Pueblo - i . , Renewal Auth ity r 7 ,,e., , . ' -/ At .410. -.�rL `By: Om' K. Kay an y: ary L. Tru"- lo President, City Council Chair, Board of Commissioners 13 EXHIBIT A Legal Description The corporate city limits of Pueblo as of May 18, 2012, as shown on the official corporate map of the City on file in the office of the Director of Public Works. • ■ ZIOZ'l JegwenoN c a� i ^" - dew olgand ;o Ai / ri A,r,no�i �`' .l 0183nd, �' ..1k1 POE 50,1.7 .. -^ r SMIgd Ali] atwi18115 6,' J i ` q , / (2t81M 1 we pul(npvl <apg4a'18 ea:iY L �c o2w ( rbave ) gaugAi Alma an, pug ptl awl? g'p, s..� r y .. w put) Be, � 1. �_ �. t ztx n15rt ei notm (w(� t• 5 „, uaj .. { i ! -. ±' ` , `. * r i �� ” 7 l t BuS i x �fi f tl ✓ "..-r-(' .i. .._- _- ._.�... x t 9 H y n y 7 „ ,,,..„,...t.,....-;? . .. , � + g r Et_ , .., /i ✓ < i kl Y 0i .a -u fi - • r i } i, �,, t A I t t/ 7 Sl yea ulcoYuj '�� R , t tk i � On .( 7 . Kq . .1 +}. ..i ti f f ' E 7 . ' 1 ,. a C i e,F _ , a t„it„ r ' i � tsunmaiN 0 19 40 .1 ! 1 � ' _r -i V ad +!tl I . f r t i� l *i lf7lll1� f , r _ __ -- '...-^ . ” 1 1 5. , � ♦ .,�, " .' , , t•" _.,,�. %r - , ' - k E _ - - -- 9 �- c °;— '` --- . . 1 --_-E ' -2.;■ „ . , - , 1 :...i: i 1, ,,,sig '"e 1 , i : 1 ! , it I.,. , ,,,, M .di_., ,, . 4 , i ----, • I .. ' =& l , j �i3 C5. • <k.R ��,,�� i `a� T i � - { titian!' 5 4 __ _ ...... . i7 ' sT ■ i . y S al tw 1~~ k. ,,- LLL 7 te a{ l �1 #_ Y,,, V' ZIot . 1JagtnaAou 65 i ( > g u wu awga ojgan j jo .CilD EXHIBIT B Eligible Improvements 1. Construction of an Arena facility for use by the Pueblo Professional Bull Riders University, for club sports events and other events; 2. Expansion of the Pueblo Convention Center/Exhibition Hall including enhancing the Medal of Honor/Walk of Valor; 3. Construction of the Gateway Center/Boathouse Facility integrated with the Historic Arkansas Riverwalk of Pueblo; 4. Construction of a Regional Aquatic Center and Water Park; and 5. Construction of temporary surface parking, a new Parking Garage and Other Specific Costs. Eligible Improvements are further described below: 1. Tourism and Entertainment Facility- Pueblo Professional Bull Riders University Arena Facility -Phase 1 As the home to the Professional Bull Riders ( "PBR ") international headquarters, the Pueblo PBR University Arena is planned to be integrated with the Pueblo Convention Center/Exhibit Hall. The Arena will provide a facility that will be used as a training facility that will provide a single location where internationally -based PBR riders, judges, and other event officials can assemble for training related to regulations and procedures of professional bull riding. In addition, the facility will be used for multiple club sports events and other events. The Arena facility is planned as an 18,000 sq. ft. building attached to the southeast side of the expanded Convention Center Exhibit Hall. A portion of the facility will be dedicated to a PBR Fan Zone area displaying the sport's achievements. 2. Tourism and Entertainment Facility - Exnansion of the Pueblo Convention Center/Exhibit Hall -Phase 1 As a component of the Arena facility for PBR training related activities, the Convention Center will be expanded by approximately 45,000 square feet to provide a more diverse facility with larger exhibit and other spaces to service the InterMountain West States Convention Business. This expansion takes the Convention Center from a basic civic meeting facility to a full- service Convention Center with enhanced linkages to the Historic Arkansas Riverwalk Project (HARP). The expanded Pueblo Convention Center/Exhibit Hall will be located south of the existing Convention Center that will connect to the new hotel'. The Medal of Honor enhancement to the Center will serve as a north anchor of the Walk of Valor. 3. Tourism and Entertainment Facility Gateway Center/Boathouse Facility - Phase 2 Another component of the Arena facility and Convention Center Expansion is the construction of a new two -story Boat House for expanded boating activities totaling 5,000 square foot per floor, the addition of a 15,000 — 20,000 sq. ft. Gateway Center Facility with an outdoor entry plaza of Page 1 of 2 EXHIBIT B approximately 5,000 sq. ft., known as the Heritage Event Plaza, which will provide access to the Arena, the expanded Convention Center and the Gateway Center. The HARP channel' will be expanded to accommodate public access to the boats and allow for boat storage. 4. Tourism and Entertainment Facility - Regional Aquatic Center and Water Park - Phase 3 An Aquatic facility will be constructed west of Santa Fe Avenue bordering the Arena facility, the HARP channel extension' and the Gateway Center/Boat House. The facility is envisioned to include a 50 -meter competitive pool with a water park to attract amateur athletic events. Since the construction of the Aquatic facilities are not slated for at least 10 years, a new assessment of the exact type of aquatic improvements that will attract out -of -state visitors will need to be completed prior to finalizing this component of the Project. 5. Surface Parking- Phases 1 & 2 During Phases 1 & 2, surface parking will be provided to service the Arena facility, the expanded Pueblo Convention Center, and the new hotel site'. The location of the temporary surface parking areas will be adjusted, based on the timing of the development of the six private development pad sites'. 6. Parking Garage -Phase 3 With limited downtown parking, the new Eligible Improvements and Ineligible Improvements' will require the construction of a new multi -level parking garage as part of the Phase 3 development program. The parking structure is anticipated to be located west of Central Main Street with a skywalk linking to the expanded Pueblo Convention Center and the new hotel'. 7. Other Ancillary Costs - Phases 1, 2 & 3 Throughout the Project phases, various types of infrastructure will be necessary, which may include storm sewer and sanitary sewer collection, conveyance, distribution, treatment, and related facilities and real property interests necessary or convenient thereto; potable and nonpotable water supplies and collection, conveyance, distribution, treatment, and related facilities and real property interests related thereto; roads; streets; rights -of -way; lighting; traffic signals and signs; direction and location signage and similar signage; land acquisition; surveying, engineering, soils testing, site planning, grading, and similar activities necessary or convenient for site preparation and development; and landscaping. 'These are not Eligible Improvements for the purposes of the Act and this Resolution: a new hotel, the HARP channel extension, and private development. These improvements and the additional Ineligible Improvements described on Exhibit C are provided for informational purposes only as they are important to the Applicant's Overall Concept Plan. Accordingly, Exhibits D -J also provide information on Eligible Improvements and Ineligible Improvements. Page 2 of 2 EXHIBIT C Ineligible Improvements The improvements described in this Exhibit are not defined as Eligible Improvements for the purposes of the Act and this Resolution. This information is only being provided for informational purposes as these improvements are important to the Applicant's Overall Concept Plan. Accordingly, Exhibits D -J also provide information on Eligible Improvements and Ineligible Improvements. The improvements, to be funded with other public and/or private funding sources (Ineligible Improvements), include the architecture, engineering, construction, development, redevelopment, expansion and implementation of the following projects within the designated Regional Tourism area: 1. A 100 -room hotel linked with the Pueblo Convention Center/Exhibition Hall; 2. Expansion of the Historic Arkansas Riverwalk Channel; 3. Expansion of the Home of Heroes Memorial and Heritage of Heroes Theme; 4. Construction of the Veteran's Bridge across the Historic Arkansas Riverwalk Channel; 5. Renovation of Memorial Hall; and 6. Private Retail and Business Development. Ineligible Improvements are further described below: 1. New 100 -Room Hotel A minimum of a 100 -room hotel is proposed to be constructed on a private development site (site #1) that will anchor the expanded Convention Center' and the Arena facility'. This hotel will also interface with the Historic Arkansas Riverwalk, the Heritage Event Plaza' and the Gateway Center'. The hotel will provide a second hotel adjacent to the Convention Center' and will be able to accommodate the forecasted increase in visitors. 2. Expansion of the Historic Arkansas Riverwalk Channel The Historic Arkansas Riverwalk Project (HARP) is a city program that began more than two decades ago. HARP sought to bring back the Arkansas River to its original alignment prior to a devastating flood in 1921. The HARP Channel will be expanded from the existing northern terminus along Richmond Avenue east to Interstate 25. This privately funded project will create an enhanced visitor experience and open up additional private lands for large format destination retail development. The expanded channel will be integrated with the Gateway Center', the outdoor Heritage Event Plaza' and the Boathouse Facility'. Page 1 of 2 EXIIIBIT C 3. Expansion of the Home of Heroes Memorial and Heritage of Heroes Theme A major component of the state's Third Party Analyst percentage that was "attributed to out -of- state visitors" is due to the large number of proposed military venues in Pueblo's city center. Pueblo was acknowledged by the 103` Congress of the United States as the "The Home of Heroes." This Heritage of Heroes project commemorates Pueblo's hero soldiers and settlers and will be improved through the development of an enhanced Walk of Valor' that incorporates the existing Medal of Honor Memorial, Veteran's Bridge, Memorial Hall, and the Center of American Values. The privately developed Heritage of Heroes project focuses on attracting out - of-state military reunions and major expositions in Pueblo's downtown. 4. Construction of Veteran's Bridge Veteran's Bridge was completed and dedicated in November, 2010. The bridge honors all veterans and their contribution to the defense of the United States. All branches of the Armed Forces are represented with more than 7,100 engraved names of veterans displayed as part of the bridge project. The project was funded through a partnership between the Pueblo Veterans' Council, the HARP Foundation and the Pueblo Medal of Honor Foundation. The Veteran's Bridge is a key stop along the enhanced Walk of Valor'. 5. Renovation of Memorial Hall Built in 1919 as a memorial to the fallen soldiers of World War I, Pueblo's Memorial Hall is undergoing a renovation that will keep this grand landmark a major destination for visitors to Pueblo and Southern Colorado. As a component of the Heritage of Heroes and enhanced Walk of Valor', the Hall is undergoing a $12 million renovation including interior enhancements, audio and visual upgrades, an enlarged stage, improved seating and air- conditioning. With these upgrades, Memorial Hall will be able to provide theatrical entertainment for more than 29,400 visitors to the military venues every year, as well as the 200,000+ visitors to the Historic Arkansas Riverwalk. 6. Private Retail and Business Development Over the three phases of the project, six private commercial sites will be developed subject to, and contingent upon, execution of agreements acceptable to the City and Pueblo Urban Renewal Authority with third -party private developers within the Regional Tourism Zone. The development sites include the new hotel (described in item #1), two development sites adjacent to the existing Gateway Plaza of HARP (sites #2 and #4), two development sites (sites #5 and #6) between the main HARP channel and Grand Avenue, and a development site west of Central Main and north of Memorial Hall (site #3). Some of the sites will initially be utilized as temporary surface parking' to serve the expanded Convention Center', new hotel and Arena Facility'. The anticipated private development investment is estimated to be $64 million over the 30+ year project. 'These are Eligible Improvements for the purposes of the Act and this Resolution: Gateway Center, outdoor Heritage Event Plaza, Boathouse facility, Enhanced Walk of Valor, temporary surface parking, expanded Convention Center, and Arena facility and as such are more specifically described on Exhibit B. Accordingly, Exhibits D$ also provide information on Eligible Improvements and Ineligible Improvements. Page 2 of 2 EXHIBIT D Phase 1 LEGEND -� ,- - - -- jJI ELIGIBLE 1 �� IMPRO INELIGIBLE I IMPROVEMENTS M MORIAL HALL I r -- PARKING/FUTURE 1 1 s DEVEL( #O3) PMENT S � ________--: / \ N 1 CENTRAL MAIN STREET \j -- — f--_ FUTURE DEVELOPMENT \ ��- �ELOPMENTI ( ( #2)1 I �i J ET AN _ � �� BRIDGE � � FUTURE � � � HALL • "- , ' 1.7\ I sEVELOPMEN HOTEL! ,,// (#6) if D FUTURE NT EX�6Si �; r i I ( # 4" ___e .. � .lu O'AC Q PARKINGIFUTU ( PBR ) � DEVELOPMENT RE p``. ( ) I r Z ON ' cc � J u �� P � y 40 c, t ‘t _ --I ri -Li, iz,-,:,:oz, cic,v.... / ,./... /'/ //i +71 SCALE 1" = 50 riimn Eli ' ible Im L ovem: _ ' • /// •Convention Center7* I i :. = v , ansion Me Enhancement/part �' ( dal of Honor Enhancement art of the Walkof Valo & Convention Cente Phase 1 •• Pueblo Arena Facility PBR}/ / 'ueblo RTA September 6, 2012 •Surface Parking Lot /Infrastructure & Other Ancillary Items Ineligible Improvements: •A portion of the following developmen Hotel /Future Development #1 Parking /Future Development #2 (former Police Dept. Site) Parking /Future Development #3 (former Health Dept. Site) Parking /Future Development #4 (former URA PP Office Site) 0 Future Development #5 (HARP Confluence - West) Future Development #6 (HARP Confluence East ) •Renovations to Memorial Hall •Construction of Veterans Bridge EXHIBIT E Phase 2 LEGEND _ — 1 El ELIE IMPROVE — INELIGIBLE IMPROVEMENTS M MORI L Li L PN 1 f {ARKflG/FUTURE I ) S J__ , ( #3) ________/ ' CENTRAL MAIN STREET —� TRE I PARKING/F� URE � _ DEVEFULOUPMENTI DEVELOPMENT ( #5) #2) PLAZA t L_� t. _ C fi — z,, / ( i EN / RIDGE �� t O ( # i J ' 1 TEW - -- J t!. .. 000. ; � , � — PLAZA FACILITY tie Q PARKING/FUTURE ATEWAY (PBR) DEVELOPMENT CENTER/ — / OW) BOATHOUS0 `� P PARKING E � (Z tLJ tr cP. /,,/ y 7 SCALE 1 = 50 NM Eligible Improve. // Phase 2 •Gateway Center/Boathouse Facility P September ebo R TA •Gateway Plaza •Surface Parking Lot /Infrastructure & Other Ancillary Items Ineligible Improvements: ' Home of Heroes Memorial & Heritage of Heroes (Enhancement to the Walk of Valor) • A portion of the following development: Parking /Future Development #2 (former Police Dept. Site) Parking /Future Development #3 (former Health Dept. Site) Parking /Future Development #4 (former URAP Office Site) Future Development #5 (HARP Confluence - West) Future Development #6 (HARP Confluence - East ) EXHIBIT G Overall Plan — Phases 1 -3 MASTER PLAN (30+ year project) LEGEND : : PHASE 1 ELIGIBLE t,, L :_ =_, IMPROVEMENTS 111.. PHASE 2 IMPROVEMENTS ELIGIBLE M MORI PHASE ELIGIBLE HALL r - ---� RUCTUR .IMPROVEM E ENTS \7 PARKING /FUTURE i s INELIGIBLE DEVELOPMENT / e I IMPROVEMENTS ( #3) / k%;:P\'c<•,), CENTRAL MAIN STREET — FUTURE ' �` �1 D EVELOPMENT DEV ELOPMENT ( #2) HERI ? LA ZA j (#5) i 1 ET RAN' �t TUR H OTEL I HALL -1L FUTURE RIDGE j .. ; VELOPMEN �j OPM / AT E ' a ^ PLAZA,` r Lit A NA . . --��, FACILI FP / 'T PARKING /FUTURE \GATEWAY (PBR) � , DEVELOPMENT CENTER/ _ ` _ _ q :7 (#4) JBcIATHOUSE .Ta � CL rF \)<<1 < HAF�, ' C 1 CHANNEL _ EXTENSION r j _J ,,..? . 07 7 SCALES 1 " = 50 Eligible Improv ; ents mom L Phase I - Master Plan *Convention Center/Expo Hall Expans Pueblo RTA * Medal of Honor Enhancement (part f the alk September 6, 2012 of Valor included w /in the Convention Cen er) Ineligible Improvements: *Pueblo Arena Facility (PBR) •Surface Parking Lot/Infrastructure & Other Phase I - Ancillary Items *Renovations to Memorial Hall Phase II - *Construction of Veterans Bridge • Gateway Center /Boathouse Facility •HoteUFuture Development #1 •Heritage Plaza Phase II - •Gateway Plaza *Home of Heroes Memorial & Heritage of Heroes • Surface Parking Lot/Infrastructure & Other (Enhancement to the Walk of Valor) Ancillary Items Phase III — Phase III - *Expansion of the HARP Channel • Aquatics Center & Water Park * Parking Garage Phase I through III — • Infrastructure & Other Ancillary Items *Private Development on Lots 2 through 6 1 EXHIBIT H Description of Eligible & Ineligible Improvements -- SSTIF OTHER PUBUC PRIVATE PHASE 1 FUNDING FUNDING FUNDING Item Description qty cost unit BUDGETED BUDGETED BUDGETED TOTAL AMOUNTS AMOUNTS AMOUNTS PTA Project Soh Costs HARP Filing 3 - subdivision $ 10,000 Survey 1 75,000 Land Acct. • FFergursan (Phase 1 Parking) 5 195,000 Cerro Fergurson $ 35 000 `es.tro 3 75000 Deragn / Engineenng 3 750 000 Consuuci,w Adnunistration 3 100,000 Finanoal & Legal Service 1 15,500 sub -total 1 1,255,500 - RTA Project Constructzm :..ist. Cernenion Center Expansion 45,000 $ 200 SF 1 8,855,867 $ 144,133 5% Contingency $ 44 793 sub -total 5 9 298 0611 5 (PER) 18,000 $ 140 SF $ 2 520,300 — _ 596 % Contingency k :t ;;:3 — sub -total .5 2 651 340 ._ sub - totals 12,094,133 FFBE- Converrt/on Center & Arena 1 $ 800,000 LS f> 306.000 Meoal of Honor Enhancements t 3 50,000 LS t 50,000 Surface Parking/infrastructure A Other 1 $ 150,000 LS $ 153,000 TOTAL $ 14.343,633 Other Public /Private Development holed - Private Development 47,500 3 250 SF $ 11,075,000 5% Contingency 8 593 750 sub -total $ 32,409.750 Cater Private Development 46,000 $ 245 SF 8 11,270,000 0 5% Contingency $ 563 5Gb 1 , sub -total 5 11,833,540 Memorial Hag 1 312,000,000 LS 3 12,000,000 Veterans Bridge $ 1x100,000 LS 5 500 Or 0 13.400 sub-total 37,7OZ,250 Phase 1 Tow 11,950,000 13,399.9X3 $ 23,702.250 $ $2.008,913 11/9/2012 ace: 1 „1 i EXHIBIT H Description of Eligible & Ineligible Improvements SSTIF OTHER PUBLIC PRIVATE PHASE II FUNDING FUNDING FUNDING Item Description qty cost unit BUDGETED BUDGETED BUDGETED TOTAL AMOUNTS AMOUNTS AMOUNTS RTA Project Soft Costs Survey 5 15,000 Testing $ 45,000 Design / Engineering $ 200,000 Construction Administration $ 40,000 Finandal & Legal Service $ 15,500 sub-total $ 3115,600 RTA Project Construction Costs Boat House / Gateway Center 20,000 $ 170 SF $ 2,400,000 $ 1,000,000 Channel Enhancements- for Boat House 1 $ 250,000 LS Si 250,000 Gateway Plaza / Heritage Pia¢a 200.000 $ 8 SF $ 1,800,000 5% Contingency S 262,500 subtotal S 3,112,600 Surface Parkfigllnfrastructure 8 Other 1 $ 189,381 LS $ 189,381 FF&E 1 $ 50,000 LS $ 50,000 sub-total 8 239,381 TOTAL $ 8,067,361 Other Public/Private Development ent Home of Heroes (Walk of Valor) 1 $ 180.000 $ 180,000 Other Private Development 46,000 $ 250 SF $ 11,500,000 5% Contingency on Private Development $ 575,000 sub -total $ 12.256,000 sub -total _ $ 12,266,000_ Phase 2 total $ 2.400,000 $ 3,887,361 $ 12,256,000 $ 10,322,381 11/9/2012 page 2 of 3 EXHIBIT H 1 Description of Eligible & Ineligible Improvements SSTIF OTHER PUBLIC PRIVATE PHASE W FUNDING FUNDING FUNDING Item Description qty cost unit BUDGETED BUDGETED BUDGETED TOTAL AMOUNTS AMOUNTS AMOUNTS RTA Project Soft Costs Se $ scroa Land Acquisition $ 195,000 Demo $ 200,000 'Testing $ 75,000 Design / Engineering 3 1 ,000,000 Construciton Administration $ 250,000 Financiai 8 Legal Service $ 75,000 sub-total $ 1,845,000 RTA Project Construction Costs .rtg..e... Center / Water Park 60,000 $ 210 SF $ 451,000 3 12,149,000 5' Contingency $ 630,000 --- — _ , ..... sub-total 12 779.000 Pig t■N Garage 450 1 20,000 space s 9,000,000 .5 Contingency 3 46907G ... sub-total 3 9.439 070 1 ...........,........ i sub-totai 5 22,243.070 - $ 600,000 5 600 ac e trttasttuct.tra & Other Ancillary Items I TO7AL. i $ 300,000 1 MAW $ 25,444,070 ether PuttItc1Frivetr Development /A RP' Channel Extension 1 $ 1,365,000 LS $ 1,365,000 Other Private Development 152,000 3 250 Sf 1 38,000,000 S'..: Contingency on Private Development 3 1.700,000 sub-total $ 41,2135,000 $ 41,265,000 __.... Phase 3 Total 6 451,00e 3 24013,070 $ 41,866,000 5 58,709,070 1 SSTIF OTHER PUBLIC PRIVATE Stanmary of Phases TOTAL FUNDING FUNDING FUNDING Phase 1 $ 11,950,000 $ 13,399,833 $ 26,702,250 $ 52,051,883 Phase 2 $ 2,400,000 3 3,667,381 $ 12,255,000 $ 18,322,381 Phase 3 3 451,000 $ 24,393 070 1 41,865.000 3 66,700,070 Phases 1 - 3 GRAND TOTAL $ 14,801,000 $ 41,460,084 $ 80,822,250 $ 137,083,334 ...._--... • 1119/2012 page 3 of 3 ti - - - N Os ^ y ea _ _ _ - W N M . M M m v d 'so YS 7 r j p O C N C O O O O O O O •et en O g 0, N " O M N ‘o d i.0 r OC OC O+ ' O 1 1 w N Q N N M M M ^ en M p N YD l am " O F C N � 4,) - - tit 44 I 'o ou � w r b OS y • w `V I Q IX CO c W 0. Q en 40 c U re 6 G. ` o R o a is . c y co c C 6, a) P r U o... id • c cu ". — o ° >, c U ca Q y U V 7 W c c o U • m U ° c ° a tii fl Y o • c°a ° in" b G F U O Q H o th d 0. pr Cl. 0. Q U Pp Q U 9� P4 :, W 0 'c1 a Q �; v y a) y ;; c v d p a°�' o co A = c = .= 011 s _o 0 ° a i 41 — 41 cct .-1 w G, a a. P_ p.. it X Q Vi I N V.) 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'IR O's,1 5 Z cl .! a. ,, . 0. w it i:i H ,!ii IT,J I < Z 2) 8 LA 0 0 ^ 0 A § a q . F-f U. 41 — a a LU 0 ...., 2 2 a . a I F ga ±ir.`af fi t 'd;i =R Ei ^3a" w 3 0 ill Iiiiiiiirilfilliinfilli a It 01 ii4411illitgmuiviu4I:z 24 Vg;IIIIIEEWg§fiiillIa;i3 illlii J1E z JI it R =l ifiatlii i @ flii !HMI! z I / a 4; ii z 0 C i5 z 1 1!f; 1 .110- 2- .- 'f {a;al ie ttS aGi_ t 1 1 aa=i saa af;lsi 28 P4 0 i #i4niz34z?a a�awdz5 2 1 liq 733:it c35::3'' Slf 4 i! g ci " =FC 2F�waf: llfl I ?ial- .p;i 3 1 /I3i3 I14/1 3_. 33II`x i i WI! 51 = aR ili;EIeeRd. diaPiwaria$'2� eaiiili$la�Pk° €iAi 2 2 1 .. 2 A 2 A A A 2 v 2 A 0222 ' ` S v A 2 A A A A A A D A D C C C D A D C>>> > C C C C C m A A A A A A C A AA AMA ,*. 727E A A Al A A A D D D D v D v D D A A A v D D A D D D D D > 0, 0 m m.,. m m < ■N v m o m l m R o-6 m 3 6% m a m x, ` _ .. O 9 , , r. o D °' c h i v 1 a J < In 00 H 7,029..= ...1 -. a 00 a D C W - D O . 7,' -< m -< S A O', fD c O 7 C a T A O '' 3 N ry C ! Pe rt, w : C O C O s R C s J O O W a 7 J e N J r J o a O 2 00 a O 0 0a O J N a a p o 00 9 J N ro 9 .0 n . w R- m %D 0 - N , °° m - ; .M= n v 0 a R� 0o . ° J m co J' .�. D 0 `t . m r5 S o J i .. ro 3 3 •<' 'fl m o v 3 m n g o 3 9 S 0 ° o -0 y O 0 j K O > o J n v D (0 o o* p > O N J g. of O D m m 7 m n 71. N O a — < n 1' N O '' d ft n O N O . J + W x a O 3 Q 3 1 J N a '-^ O RC — SC a 3 N O D O . N lG N . d N< 2 et ._ a s E. N w .9 -� ~ J a 3 � � M 3 ° 3 - m m m ro A 0- A = ( A = a N Z a m m O, Qi O1 of > J J O n N ro n 0 I ' 0 S 70 0 CD v - - O z A O ti p p C H 70 D 5 O o D co n n O D t0 O O 2 a < O Y . 00 D j N if n 3 x fD ti m _ 0 0 n, 0 2 0 o a - A 0 _._ - 7u' A D 70 n T 0 c m = CU 0 n O O o 1 3 i 9 4 A m 0 0 ro a 0 3 0 a, Attachment #2A Phase 1 LEGEND 1 ELIGIBLE IMPROVEMENTS INELIGIBLE 1 IMPROVEMENTS M MORIAL HALL ( -- PARKING /FUTURE l k9/ DEVELOPMENT / CENTRAL MAIN STREET \�). -- 7 FUTURE LOPE - DEVELOPMENT DEVELOPMENT #2 r� �/ ( #5)• ( ,, f 1 BRIDGE EXPOSIT Al //� II 1 ( FUTURE f. f? '._.---7 ; HOTEL/ HALL --- u PEVELOPMEN DEVELOPMENT RE i 06) 1' * 1 ( DEV I - i , l t j i 1 E #1, i r- — f , . t t ' __ � __ �o � \\ ., , ./! /`W / \ L - ) ; ARENA ` ✓ 4, FACILITY / A �" PARKING/FUTURE � V (PERI / \ v ( DEVELOPMENT \ � , .. -----^ x; itilt\-,, , 1 t#4) � . , I \ d vc+v ( ,I z 1 PH ONE ___,, 1 j IX Lf- PARKINGt, � \ � `� /' f P� \\., \\:<(/> \v% / / e �� j/ / SCALE r = so C Eligible Improvements : // � ,N \,' • vention Center/Eo � x nsion Con •Medal of Honor Enhancement (part of the Walk of Valor & Convention Center) Phase 1 Pueblo RTA 'Pueblo Arena Facility (PBR) ( ) ' Ni � September 6, 2012 •Surface Parking Lot/Infrastructure & Other Ancillary Items Ineligible Improvements: •A portion of the following development: Hotel /Future Development #1 Parking/Future Development #2 (former Police Dept. Site) Parking /Future Development #3 (former Health Dept. Site) Parking /Future Development #4 (former PURA Office Site) Future Development #5 (HARP Confluence - West) Future Development #6 (HARP Confluence - East ) 'Renovations to Memorial Hall 'Construction of Veterans Bridge Attachment # 2B Phase 2 LEGEND - '1 i NI ELIGIBLE IMPROVEMENTS -- INELIGIBLE IMPROVEMENTS M MORI L HALL - ---1 PARKING /FUTURE I ll .7 T DEVELOPMENT / f IS � � L CENTRAL MAIN STREET ( PARKING/FU URE DEVELOP 1i DEVELOPMENT ri- :77 - l a /� ET AN' EXP03 F _ I / 4 / , FUTURE ,! FUTURE / RIDGE , •TELE FFAEL D LO VEPMEN n � + ;A ELOPME T �-/' L to ` PLAZA - -_ t='° . "" 4 - n � ARENA ' ' s ..../ � / ( � �, FACILITY [ \� t/W PARKENG /FUTURE GATEWAY V (PBR} r---) ( %i / DEVELOPMENT :=1111 2 - ~_ / I ' I � i ( 0 L e� e= [ cam i Z _ PARKING \ \ i---/ ' 1 CP / ,/ i Qv A N I 1 Vr7 / V I \ � C4 \ ��/ t Pti SCALE I = 50 1 \ i � ---,. , > Phase 2 Eligible Improvemen /s: Pueblo RTA • Gateway Center/Boathouse Facility September 6, 2012 'Gateway Plaza •Heritage Plaza • Surface Parking Lot /Infrastructure & Other Ancillary Items Ineligible Improvements: "Home of Heroes Memorial & Heritage of Heroes (Enhancement to the Walk of Valor) • A portion of the following development: Parking /Future Development #2 (former Police Dept. Site) Parking /Future Development #3 (former Health Dept. Site) Parking /Future Development #4 (former PURA Office Site) Future Development #5 (HARP Confluence - West) Future Development #6 (HARP Confluence - East ) Attachment #2C Phase 3 LEGEND I ® M R L.__ IMPROVEMENTS M HALL ' _ RUCTU F PARKFUThRE I / S ) ---J , ______ / %P CENTRAL MAIN STREET \ ^ PARRIR�TFU TURE `7 ‘ .---- F \ DE ! I J r2 I PLAZA - - / f L_.. -- L -J r EXPOSITION $(' FUTURE / BRIDGE N " " � MOTE H ALL J B EVELOPMEN � � e - � ; �.E r i J ` � i 1 1, A �'4 ' I I 1—D /-. 2 <' i�'�itir ATEW - - -- t=° `��; PLAZA I ARENA �� ._ ��i ti T FACILITY '' Q PAR KING /FUTURE \GATEWA7lillit ( PBR) � ''' D EVELOPMENT CENTER/ (#4) OATHOUSE �1 u D r, v v 1 ∎ s S• iTI�af Z , / C7 u L � f CH AN N E e L, \ \ � �J EXTENSION r QJ / r)___,_ 1 /y O l \i , cP vs co # 7 SCALE. 1 . 50 \ /7 447* MI NMI= 0 s0 100 200 Phase 3 Eligible Improveme /ntsV Pueblo RTA •Aquatics Center & Water Park % September 6, 2012 •Parking Garage •Infrastructure & Other Ancillary Items Ineligible Improvements: •Expansion of the HARP Channel 'A portion of the following development: Parking/Future Development #2 (former Police Dept. Site) Parking /Future Development #3 (former Health Dept. Site) Parking /Future Development #4 (former PURA Office Site) Future Development #5 (HARP Confluence - West) Future Development #6 (HARP Confluence - East ) I Attachment #2D Overall Plan — Phases 1 -3 MASTER PLAN (30+ year project) LEGEND /- -- —'� PHASE 1 ELIGIBLE IMPROVEMENTS MS PHASE 2 ELIGIBLE IIIIN IMPROVEMENTS M MO-RI 1 mil PHASE 3 ELIGIBLE HALL ---- ---- - RUCTUR NMI IMPROVEMENTS ( \7 INELIGIBLE PARKING /FUTURE l S`� s IMPROVEMENTS ; DEVELOPMENT ( / � J ' ) L �\ CENTRAL MAIN STREET -_,. . ' P ' ( \ \' DEVE O FUTURE MENT I dE�M� N 4\ I // '' — - : —. - OSITI �. '% FUTURE /BRIDGE - / \ OTEL/ HALL //f 9 �/ If CS VELOPMEN ///7 I ; c ,' ) 1 '' E O uTURE MENT _._ O j ` ( 1 ( #1) ° (( a 11 Z , TE 1..-7-...,. /^ /. PLAZA ARENA ',,..n4,- .''fix `-._/ FACILITY Q. '/ PARKING /FUTURE GAT (PBR) DEVELOPMENT CENTER/' +I� r----\-,7-:, (#4) OATHO ', z Vellfi+ � �,�, / t fY c HARP .4 �' 7 — � CHANNEL \ \\ \ \ j - EXTENSION y / V � t 111 �ti .. i }t [ } s` /' / \\*::- ,st" / \ \(, ' t '\ , \\,,, \ ../V /!;/. / Eligible Improv , '` i Phase I - `\�1 —� � _ _ *Convention Center/Expo Hall Expansion % \\ Master Plan *Medal of Honor Enhancement (part ° the Walk \ Pueblo RTA f September 6, 2012 of Valor included w /in the Convention Center) Ineligible Improvements: *Pueblo Arena Facility (PBR) *Surface Parking Lot/Infrastructure & Other Phase I - Ancillary Items *Renovations to Memorial Hall PhaseII - •Construction of Veterans' Bridge •Gateway Center/Boathouse Facility •Hotel/Future Development #1 *Heritage Plaza Phase II - •Gateway Plaza *Home of Heroes Memorial & Heritage of Heroes *Surface Parking Lot/Infrastructure & Other (Enhancement to the Walk of Valor) Ancillary Items Phase III – Phase III - *Expansion of the HARP Channel *Aquatics Center & Water Park Phase I through III – •Parking Garage •Private Development on Lots 2 through 6 •Infrastructure & Other Ancillary Items