HomeMy WebLinkAbout20213077.tiffRECEIVED
OCT 1 8 2021
WELD COUNTY
COMMISSIONERS
RUSSELL DYKSTRA
DIRECT DIAL: 303-839-3845
RDykstra@spencerfane.com
October 15, 2021
VIA OVERNIGHT DELIVERY AND E-MAIL
Weld County Board of County Commissioners
1150 0 Street
P.O. Box 758
Greeley, Colorado 80631
Bob Choate
Weld County Assistant County Attorney
bchoate@weldgov.com
L'1
SpencerFaner
File No. 5114923.2300
Re: Waterfront at Foster Lake Metropolitan District Nos. 1-3: 45 -Day Notice
Dear Commissioners:
Our firm serves as general counsel to the Waterfront at Foster Lake Metropolitan District
Nos. 1-3 (the "Districts"). On August 29, 2007, the Weld County Board of County Commissioners
(`BOCC") approved the Consolidated Service Plan for the Districts setting forth the Districts'
powers and limitations. Waterfront at Foster Lake Metropolitan District No. 1 ("District No. 1")
intends to issue Special Revenue Bonds ("2021 Bonds") at the beginning of December. The only
revenue that will be pledged to repay the 2021 Bonds will be water tap fee revenues District No.
1 receives from homebuilders within the Districts' boundaries for the water tap connection to
District No. l's water system.
Pursuant to Section 32-1-207, C.R.S., the Districts are submitting this letter to serve as the
requisite forty-five (45) day written notice to the BOCC o_ f the Districts' interpretations of certain
provisions of the Districts' Consolidated Service Plan as they relate to District No. 1's upcoming
bond issuance. This 45 -day notice letter will provide the BOCC with the statutory opportunity to
determine whether the interpretations discussed below are material modifications of the Districts'
Consolidated Service Plan.
First, the Districts interpret the definition of "Debt" in the Consolidated Service Plan to
exclude revenue bonds, including the 2021 Bonds, as such bonds are not secured by the District's
promise to impose, collect, and pledge an ad valorem property tax mill levy. As mentioned above,
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October 15, 2021
Page 2
the 2021 Bonds will be payable solely from water tap fee revenues paid by homebuilders. The
following language in Section II.C of the Consolidated Service Plan supports the Districts'
interpretation that revenue bonds are not considered "Debt" under the Consolidated Service Plan:
"All Debt payable from a pledge ofproperty taxes is subject to the Total Debt Issuance Limitation,
Maximum Debt Mill Levy, and Maximum Debt Mill Levy Imposition Term." (Emphasis added).
As such, the 2021 Bonds will not reduce or affect the Districts' Total Debt Issuance Limitation
pursuant to Section V.A.6 of the Consolidated Service Plan.
Second, the Districts will satisfy Section V.A.5 of the Consolidated Service Plan by the
developer entering into an annexation agreement with the Town of Mead ("Annexation
Agreement"). The Town of Mead (the "Town") has approved the Annexation Agreement, which
sets forth the development requirements for the property located within the Districts that is being
annexed into the Town. As the Annexation Agreement identifies, among other things, the public
improvements necessary for facilitating the development of the property within the Districts'
boundaries and requires such public improvements to be developed pursuant to the Town's Code,
the Districts have determined that they are in compliance with Section V.A.5 of the Consolidated
Service Plan, which requires the Districts to have an approved development plan.
As the property within the Districts' boundaries is being annexed into the Town, the Town
has required that the Little Thompson Water District serve as the water provider for the property.
Accordingly, the Districts intend for Little Thompson Water District to serve as the water provider
within the Districts instead of Longs Peak Water District, and the owner of the property within the
Districts' boundaries is in the process of excluding the property from the boundaries of the Longs
Peak Water District. The Districts will undertake any water acquisition activities through Little
Thompson Water District.
Pursuant to Section 32-1-207(3)(b), C.R.S., enclosed with this letter is a notice of intent
from the Districts addressing the Districts' interpretation of the Consolidated Service Plan as
discussed herein. This notice will be published in the Greeley Daily Tribune on Sunday, October
17, 2021. Please do not hesitate to contact me if you have any questions.
Best regards,
/s/ Russell Dykstra
Russell Dykstra
Enclosure
DN 6236781.1
PIPER I SANDLER
Waterfront at Foster Lake Metropolitan District No. 1
SPECIAL REVENUE (TAP FEE) BONDS, SERIES 2021
TERM SHEET - AS OF OCTOBER 26, 2021
FOR DISTRICT USE ONLY
PROSPECTIVE INVESTORS SHOULD REVIEW THE BOND DOCUMENTS
Delivery Date:
Sources:
Par Amount:
Uses:
Project Fund:
Costs of Issuance:
Structure:
Stated Final Maturity:
Interest Rate:
Payment Dates:
Tax Status:
Optional Redemption:
Credit Rating:
Senior Pledged Revenue:
Additional Debt:
Subordinate Debt:
Events of Default:
November 30, 2021
$35,025,000 (estimated)
$34,074,500 (estimated)
$ 950,500 (estimated)
December 1, 2051 (estimated). Projected payoff expected by 2027.
5.25% (estimated as of the current market)
Principal and interest payments annually on December 1
Tax-exempt, Non -AMT, Non-BQ
Estimated 12/1/2026 at a 3% premium declining (actual redemption
provisions determined at pricing)
Non -Rated
Pledged Revenue consists of a Raw Water Tap Fee. The Raw Water
Tap Fee will be imposed by the District requiring payment of $49,695
per tap. The Bonds will be issued by District No. 1, with only a
pledge of the tap fees encumbering the land within District No. 1
(-1,000 lots).
The bonds are structured as cash flow bonds that pay each year on
December 1st. Available revenues produced from the Raw Water
Tap Fee will be used to pay current interest, accrued interest, and
then principal. Interest not paid when due will accrue and compound
annually at the rate on the bonds. Any amount unpaid at the maturity
date will remain outstanding and continue to accrue and compound.
The bonds will discharge at the time the District has no available
taps to sell within District No.1.
Allowed with 100% bondholder consent. Refunding's that result in a
lower net effective rate are also permitted.
Subordinate bonds may be issued provided that they pay debt
service after the 2021 Senior Bonds are fully repaid.
It is not an event of default if the District fails to pay interest and
principal, but has collected and remitted the Raw Water Tap Fee
PIPER I SANDLER
revenues to the Trustee. Failure to collect or impose the Raw Water
Tap Fee is an event of default.
Trustee: BOKF
Title 32 qual.: Issued to financial institutions or institutional investors
Title 11 exemption: $500,000 denominations
PIPER I SANDLER
Waterfront at Foster Lake Metropolitan District No. 3
LIMITED TAX GENERAL OBLIGATION CASH FLOW BONDS, SERIES 20213
TERM SHEET - AS OF OCTOBER 26, 2021
FOR DISTRICT USE ONLY
PROSPECTIVE INVESTORS SHOULD REVIEW THE BOND DOCUMENTS
Delivery Date:
Sources:
Par Amount:
Uses:
Project Fund:
Costs of Issuance:
Structure:
Final Maturity:
Interest Rate:
Payment Dates:
Tax Status:
Optional Redemption:
Credit Rating:
Senior Pledged Revenue:
Additional Debt:
November 30, 2021
$56,975,000 (estimated)
$55,585,500 (estimated)
$ 1,389,500 (estimated)
December 1, 2051 (estimated)
5.25% (estimated as of the current market)
Principal and interest payments annually on December 1
Tax-exempt, Non -AMT, Non-BQ
Estimated 12/1/2026 at a 3% premium declining (actual redemption
provisions determined at pricing)
Non -Rated
Pledged Revenue consists of (i) revenues produced from the
required debt service mill levy of 50.000 mills, subject to
Gallagherization adjustment, 55.664 mills as of today (the "Required
Mill Levy") and (ii) specific ownership taxes generated from the
Required Mill Levy.
District No. 3 will be the issuer of the Debt with pledge agreements
with District Nos. 1-2. District Nos. 1-2 will have the same pledged
revenue as District No. 3 (listed above).
The bonds are structured as cash flow bonds that pay each year on
December 1st. Available revenues produced from the Required Mill
Levy and specific ownership taxes generated from the Required Mill
Levy will be used to pay current interest, accrued interest, and then
principal. Interest not paid when due will accrue and compound
annually at the rate on the bonds. Any amount unpaid at the maturity
date will remain outstanding and continue to accrue and compound.
The bonds will discharge on the last date on which any of the
districts can levy a tax for debt.
Allowed with 100% bondholder consent. Refunding's that result in a
lower net effective rate are also permitted.
PIPER I SANDLER
Subordinate Debt:
Events of Default:
Subordinate bonds may be issued provided that they pay debt
service after the 2021 Senior Bonds are fully repaid.
It is not an event of default if the District fails to pay interest and
principal, but has imposed and remitted the Required Mill Levy.
Failure to impose and/or remit the Required Mill Levy is an event of
default.
Trustee: BOKF
Title 32 qual.: Issued to financial institutions or institutional investors
Title 11 exemption: $500,000 denominations
STATE OF COLORADO, WELD COUNTY
45 -DAY NOTICE OF INTENT TO ISSUE SPECIAL REVENUE BONDS
WATERFRONT AT FOSTER LAKE METROPOLITAN DISTRICT NOS. 1-3, WELD
COUNTY, COLORADO
PUBLIC NOTICE IS HEREBY GIVEN that, pursuant to § 32-1-207(3)(b), C.R.S., the
Boards of Directors of Waterfront at Foster Lake Metropolitan District Nos. 1-3 (collectively, the
"Districts") are providing notice of their intention to undertake the following activities: (1) the
Districts intend for Waterfront at Foster Lake Metropolitan District No. 1 ("District No. 1") to
issue special revenue bonds ("Bonds"), which will be payable solely from water tap fee revenue
District No. 1 receives from homebuilders within the Districts' boundaries for the water tap
connection to District No. 1's water system. The Bonds will not reduce the Districts' total debt
issuance limitation as set forth in the Districts' Consolidated Service Plan. (2) The Districts will
enter into an annexation agreement with the Town of Mead, which will satisfy the requirement set
forth in the Consolidated Service Plan that the Districts have an approved development plan. (3)
The Districts are changing the water provider identified in the Consolidated Service Plan to Little
Thompson Water District.
NOTICE IS FURTHER GIVEN that, pursuant to and in accordance with § 32-1-207(3),
C.R.S., any action to enjoin such activity must be brought within forty-five (45) days from
publication of this notice, which date is October 17, 2021.
IN WITNESS WHEREOF, the Boards of Directors of Waterfront at Foster Lake
Metropolitan District Nos. 1-3, Weld County, Colorado, has authorized this notice to be given.
SPENCER FANE LLP
Attorneys for the District
PUBLISHED IN: Greeley Daily Tribune
PUBLISHED ON: October 17, 2021
TO: Board of County Commissioners
FROM: Bob Choate, Assistant County Attorney
DATE: October 29, 2021
SUBJECT: Waterfront at Foster Lake Metro District Bond Issuance
Commissioners,
The County has received notice from the Waterfront at Foster Lake Metropolitan Districts that they intend to take
on approximately $92,000,000 in debt by issuing two new sets of bonds. One set is for Special Revenue Bonds
($35,000,000) to be repaid exclusively with future water tap fees, and the other is for Limited Tax General
Obligation Bonds ($56,975,000) to be repaid with ad valorem property taxes.
In 2019, the Metro District gave the County notice of their intent to raise their Total Debt Issuance Limitation
from $28,000,000 to $92,000,000. At that time, Don Warden determined that their financial analysis was
reasonable, and so the Board decided not to object to amending that portion of their service plan. The Metro
District is now issuing bonds to increase their debt in accordance with the updated Total Debt Issuance Limitation.
The Board has the right to object to the issuance of these bonds, if you feel they constitute a material modification
to the Metro District's service plan, which must be done before November 29, 2021. Because this new debt
complies with the Metro District's updated Total Debt Issuance Limitation, I recommend you do not object.
Approve Staff
Recommendation
Work
Session
Requested
Comments
Perry Buck
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Mike
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Karla Ford
From:
Sent:
To:
Subject:
Attachments:
Approve
Mike Freeman
Monday, November 1, 2021 8:28 AM
Karla Ford
Re: Please Reply - Foster Lake Metro District Bond Issue Pass -Around
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Sent from my 'Phone
On Nov 1, 2021, at 10:21 AM, Karla Ford <kford@weldgov.com>wrote:
Please advise if you approve recommendation. Thank you.
Karla Ford X
Office Manager, Board of Weld County Commissioners
1150 O Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kford weldgov.com :: www.weldgov.com
**Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.**
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