1. Healthcare

COLORADO WATER RESOURCES and POWER DEVELOPMENT AUTHORITY
2:00 P.M. – January 28, 2015
Wind River Conference Room – Hyatt Regency DTC
7800 E. Tufts Avenue, Denver, Colorado 80237
AGENDA
(Order & contents subject to change by action of the Authority)
Check www.cwrpda.com for agenda changes and other information)
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CALL TO ORDER – Chair Greg Higel
ROLL CALL, DECLARATION OF A QUORUM
APPROVAL OF MINUTES – December 5, 2014
OTHER AGENCY REPORTS
(a) Report of CWCB – Tim Feehan
(b) Report of WQCD – Ron Falco
(c) Report of DOLA – Barry Cress
AUTHORITY REPORTS
(a) Public and/or Board Member Comment
(b) Report of Chair – Greg Higel
• Mary Hammond, Resolution No. 15-01
(c) Report of Treasurer – Frank Kugel
(d) Report of Executive Director – Mike Brod
(e) Report of Legal Counsel – Karl Ohlsen
UNFINISHED BUSINESS – Drinking Water Revolving Fund
(a) Loan Applications
• Denver Southeast Suburban Water & Sanitation District Interim Loan, Resolution No. 15-02
(b) Project and Matching Account Updates
(c) Status of Projects
UNFINISHED BUSINESS – Water Pollution Control Revolving Fund
(a) Town of Ault 2014 Loan Agreement – Additional Bonds Test Reduction Request
(b) Clean Water Refunding Revenue Bonds, 2015 Series A Resolution No. 15-03
(c) Project and Matching Account Updates
(d) Status of Projects
UNFINISHED BUSINESS – Small Hydropower Loan Program
(a) Status of Program
UNFINISHED BUSINESS – Grant Assistance Program (GAP) for Small Systems
(a) Status of Program
UNFINISHED BUSINESS – Water Revenue Bonds & Small Water Resources Projects
(a) Status Report
UNFINISHED BUSINESS – La Plata Future Projects Escrow
(a) Long Hollow Reservoir – Status Report
UNFINISHED BUSINESS – COMMITTEE REPORTS
(a) Project Finance Committee
NEW BUSINESS
(a) Legislative Issues and other Business of Interest to the Authority
Arrangements for Future Meetings
March 6, 2015 – Denver, CO
April 24, 2015 – Denver, CO
June 5, 2015 – Denver, CO
Adjournment
SLIDES
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Colorado Water Resources
and
Power Development Authority
BOARD MEETING MINUTES
December 5, 2014
Call to Order
Chair Greg Higel called the meeting to order at 9:00 a.m. in the Authority Conference Room, Suite 610,
1580 Logan Street, Denver, CO.
Roll Call and Declaration of a Quorum
Board members present: Chair Greg Higel, Vice-Chair Greg Fisher, Secretary/Treasurer Frank Kugel,
Don Carlson, Steve Harris, Steve LaBonde, Roy Heald and Ty Wattenberg. Webb Jones was absent. A
quorum was declared with eight Board members present.
Consent Agenda
Chair Greg Higel announced that the Project Finance Committee has forwarded favorable
recommendations for certain items to be considered on a Consent Agenda: Agenda Items 6(a) Loan
Applications for Denver Southeast Suburban Water & Sanitation District, Town of Dillon, Resolution No.
14-46, and Town of Lake City, Resolution No. 14-47, Agenda Items 7(a) Loan Applications for the Town
of Gilcrest, Resolution No. 14-50, Town of Granby, Town of LaVeta, Resolution No. 14-53, and Shadow
Mountain Village Local Improvement District, Resolution No. 14-56. Upon hearing no objection or
comment, a motion was made to approve the Consent Agenda as recommended.
Motion:
Greg Fisher
2nd:
Frank Kugel
Vote:
Motion carried
Approval of Minutes – October 3, 2014
The October 3, 2014, Minutes were presented for approval. Hearing no comments, a motion was made to
approve the Minutes for October 3, 2014, as presented.
Motion:
Steve Harris
2nd:
Roy Heald
Vote:
Motion carried
Other Agency Reports
Report of CWCB – No representative was present to provide a report.
Report of WQCD – Ron Falco referred to the Division’s written report and reported that Patrick
Pfaltzgraff was named the new Division Director and would be present at today’s meeting. Mr. Falco
reported that work continues on the LEAN implementation for the State Revolving Fund programs. The
Division is also working on the Natural Disaster Grant Program Awards and that of the twenty awards,
sixteen have been fully executed and the remaining four are with the State Controller’s office for
execution. The Small Communities Grant Program Request for Application was issued on October 27th
with a December 4thdeadline. It is anticipated that a large number of applications will be received and
prioritization is anticipated to be completed by the end of December. Mr. Falco concluded his report with
a brief update on the set-aside programs. Mr. Pfaltzgraff arrived during Mr. Falco’s report and introduced
himself to the Board and stated he is looking forward to cooperating with the Authority.
Report of DOLA – Barry Cress congratulated Steve Harris and Steve LaBonde on their retirement from
the Authority Board and thanked them for their many years of service. Mr. Cress provided an update on
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Board Meeting Minutes
December 5, 2014
Page 2
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the Energy & Mineral Impact Assistance Fund (EIAF) applications and stated the Tier I funding decisions
from the August 1st application cycle were reached in October and provided a written report. The Tier II
decisions are almost final and a report would be available at the January Board meeting. There were 91
applications submitted for the December 1st application cycle, and the funds allocated has been raised
from $25 million to $35 million per cycle due to the great interest in the program. Mr. Cress announced
$25 million would be available through the Water Shed Resilience Pilot Program to assist local
governments and non-profit entities in preparation for natural disasters, with a maximum award of
$300,000 and January 30, 2015, is the application deadline. Additional information on this program is
available on DOLA’s website. Mr. Cress concluded his report by stating that Reeves Brown announced
his resignation as DOLA’s Executive Director, effective March 1, 2015.
Authority Reports
Report of Chair – Greg Higel presented Resolution 14-44, a resolution of appreciation to Steve Harris for
his sixteen years of service as a Board member. A motion was made to adopt Resolution 14-44.
Motion:
Steve LaBonde
2nd:
Don Carlson
Vote:
Motion carried
Mr. Higel then presented Resolution 14-45, a resolution of appreciation to Steve LaBonde for his ten
years of service as a Board member. A motion was made to adopt Resolution 14-45.
Motion:
Steve Harris
nd
2 :
Frank Kugel
Vote:
Motion carried
Report of Treasurer– Frank Kugel referred to the Treasurer’s written report and financial statements
provided. Controller Justin Noll reported that BKD, the Authority’s auditor, would be in the office in one
week to perform interim work on the 2014 audit. Mr. Noll also stated there were still issues obtaining
statements from the State Treasurer’s Cash Pool due to the State’s new accounting system. A motion was
made to accept the Treasurer’s report.
Motion:
Frank Kugel
2nd:
Ty Wattenberg
Vote:
Motion carried
Keith McLaughlin reported on the annual requirement for the Board to review the Investment Policy and
make changes as deemed necessary. Mr. McLaughlin also stated the Program Review Committee
forwarded a recommendation to the Board to maintain the current Investment Policy as written. A motion
was made to adopt the existing Investment Policy without changes.
Motion:
Greg Fisher
2nd:
Don Carlson
Vote:
Motion carried
Report of Executive Director – Mike Brod stated that an update on the SEC’s Municipalities Continuing
Disclosure Cooperation (“MCDC”) Initiative would be provided in an Executive Session at the
conclusion of the Board meeting as suggested by Jim Marlin, Authority Bond Counsel and Authority
General Counsel Mary Hammond. A motion was made to authorize an Executive Session at the
conclusion of the meeting for an update on the MCDC initiative.
Motion:
Don Carlson
2nd:
Greg Fisher
Vote:
Motion carried
Mr. Brod continued the Executive Director’s report by referring to his written report and directing Board
members to the proposal provided by the Colorado Foundation for Water Education for the Water
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Board Meeting Minutes
December 5, 2014
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Fluency Program Partnership. Mr. Brod discussed the proposed program and the Foundation’s request
for a $10,000 sponsorship. A motion was made to become a program partner for the Colorado
Foundation for Water Education’s Water Fluency Program for $10,000.
Motion:
Greg Fisher
2nd:
Ty Wattenberg
Vote:
Motion carried
Report of Legal Counsel – Mary Hammond had no separate legal report.
Chair Greg Higel rearranged Agenda Item 7(a) Yampa Valley Housing Authority – Fish Creek Mobile
Home Park to accommodate audience guests.
Water Pollution Control Revolving Fund
Loan Application – Yampa Valley Housing Authority – Fish Creek Mobile Home Park, Resolution No.
14-57
Shanna Shipley introduced Executive Director Jason Peasley and Board Member Doug Monger from the
Yampa Valley Housing Authority and presented a direct loan request through the WPCRF Disadvantaged
Communities Loan Program in the amount of $481,250 at a 0% interest rate for a term of 20 years. The
project consists of replacement of the sewer collection system with new 8” sewer mains located under the
drive aisle of the mobile home park. Mrs. Shipley reviewed the credit report and addressed specific
questions that arose on the Project Finance Committee conference call regarding this loan, and read the
six conditions set forth in Exhibit A of Resolution 14-57. Steve LaBonde expressed concern that the City
of Steamboat Springs would not be designated as a co-signer on the loan, or have the mobile home park
property pledged, but Mr. Brod stated there may be TABOR issues with that type of arrangement. After
further discussion, a motion was made to adopt Resolution No. 14-57, approving a Drinking Water direct
loan to the Yampa Valley Housing Authority – Fish Creek Mobile Home Park and execution of a loan
agreement and other necessary documents therefor, subject to the Housing Authority meeting all six
conditions set forth in Exhibit A.
Motion:
Steve Harris
2nd:
Greg Fisher
Vote:
Motion carried, Steve LaBonde opposed
Drinking Water Revolving Fund
Additions/Modifications/Deletions to the Project Eligibility List for Joint Resolution
Shanna Shipley reviewed the DWRF Project Eligibility List and stated that 10 projects were added, 61
were modified and 114 were deleted. The DWRF Project Eligibility List for 2015 covers 349 projects at
an estimated cost of $4.2 billion. A motion was made to adopt the 2015 Drinking Water Revolving Fund
Eligibility List and incorporate the additions, modifications, and deletions into a Joint Resolution with the
provision that staff can modify the list following further review and discussion with the Water Quality
Control Division.
Motion:
Steve Harris
2nd:
Don Carlson
Vote:
Motion carried
LEAN Principal Forgiveness Recommendation
Keith McLaughlin reviewed the discussion at the Program Review Committee meeting and referred to the
minutes of the meeting. Three motions were crafted for consideration following the discussions at the
Program Review Committee meeting, and all three received favorable recommendations from the
Committee. The first motion was made to adopt the Planning, Design & Engineering Grant LEAN
recommendations as outlined in the November 26th Board memorandum.
Motion:
Don Carlson
nd
2 :
Ty Wattenberg
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Board Meeting Minutes
December 5, 2014
Page 4
Vote:
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Motion carried
The second motion was made to authorize the Executive Director of the Colorado Water Resources &
Power Development Authority to approve future project description changes, and construction start and
completion time extensions, not to exceed 60 days without Board approval, so long as such changes do
not increase the overall project budget, meet SRF program eligibility criteria and are approved by the
Water Quality Control Division.
Motion:
Frank Kugel
nd
2 :
Steve Harris
Vote:
Motion carried
The third motion was made to direct staff to reach out to the Legislature to determine if there is any
interest in streamlining the Eligibility List process by eliminating the need to formally adopt the Joint
Resolutions and either: 1) adopt the Water Quality Control Commission Eligibility List or 2) have the
Water Quality Control Division include the Eligibility List in its report to the Legislature.
Motion:
Greg Fisher
2nd:
Don Carlson
Vote:
Motion carried
Project and Matching Account Updates
Keith McLaughlin reported that since the last Board meeting, there were no rating changes and Societe
Generale’s rating outlook was decreased from Stable to Negative by Moody’s and stated in theory there is
a one in three chance they will receive a downgrade within the next few months. Mr. McLaughlin also
reviewed the investment provider ratings and the balances of the project and matching accounts.
Status of Projects
Keith McLaughlin reported that since October 3, 2014, two $10,000 DWRF Planning & Design Grants
were awarded to Shadow Mountain Village Local Improvement District and the Town of Julesburg.
Three DWRF Planning & Design Grants remain for 2014. Mr. McLaughlin reported that December 15th
is the application deadline for funding consideration at the March Board meeting, and five applications
are expected. The Authority anticipates a bond issues in each SRF program for 2015, with three Drinking
Water projects totaling approximately $27 million.
Water Pollution Control Revolving Fund
Loan Applications
Town of Ault, Resolution No. 14-48
Wesley Williams introduced the Town of Ault’s representative Susan McCannon and presented a request
from the Town of Ault for a direct loan through the WPCRF loan program in the amount of $2,000,000 at
an interest rate of 2% for 20 years. This project is categorically green and therefore the City is requesting
that if funding for green projects becomes available in the 2015 Capitalization Grant, they are eligible to
receive the 0% interest rate on the loan. A motion was made to adopt Resolution No. 14-48, approving a
direct wastewater loan to the Town of Ault and execution of a loan agreement and other documents
necessary therefor, subject to the following conditions: an increase in user rates sufficient to meet the
Authority’s rate covenant prior to loan execution, all project financing in place prior to loan execution and
if and when 2015 green project funding reserve is allocated to the project, the loan agreement will be
amended to reduce the interest rate to 0%.
Motion:
Steve Harris
2nd:
Frank Kugel
Vote:
Motion carried
Town of Cedaredge, Resolution No. 14-49
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Board Meeting Minutes
December 5, 2014
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John Williams presented a request from the Town of Cedaredge for a leveraged loan through the WPCRF
Loan Program in the amount of $3,200,000 plus cost of issuance and a principal forgiveness loan in the
amount of $457,761. The project consists of constructing a new domestic wastewater treatment facility
and decommissioning of the existing lagoon facility, and the Town is pledging sewer system revenue for
repayment. The Town is also seeking an Energy & Mineral Impact Assistant Fund grant from the
Department of Local Affairs in the amount of $1.2 million. The project received a favorable
recommendation from the Project Finance Committee. A motion was made to adopt Resolution No. 1449, approving a wastewater loan to the Town of Cedaredge and execution of a loan agreement and other
documents necessary therefor, subject to the following conditions: financing a direct loan not to exceed
$2,457,761 with $457,761 in Principal Forgiveness with an interest rate of 0% and a term of 20 years, an
increase in user rates sufficient to meet the Authority’s rate covenant prior to loan execution and the
Town securing all project financing prior to loan execution.
Motion:
Frank Kugel
2nd:
Ty Wattenberg
Vote:
Motion carried
Town of Hotchkiss, Resolution No. 14-51
Ross Kuhn presented a request from the Town of Hotchkiss for a direct loan through the WPCRF
Disadvantaged Communities Loan Program in the amount of $1,542,244 at an interest rate of 0% for 20
years and a principal forgiveness loan in the amount of $457,761. The project consists of replacing or
rehabilitating failing collection system piping to address both infiltration and inflow conditions and flow
capacity issues associated with undersized pipe, and installing a new effluent line for an improved
discharge location. The Town is pledging sewer system revenues. This project received a favorable
recommendation from the Project Finance Committee. A motion was made to adopt Resolution 14-51,
approving a direct wastewater loan to the Town of Hotchkiss and execution of a loan agreement and other
documents necessary therefor, subject to the following conditions: an increase in user rates sufficient to
meet the Authority’s rate covenant prior to loan execution and securing all project financing prior to loan
execution.
Motion:
Greg Fisher
2nd:
Steve LaBonde
Vote:
Motion carried
Town of La Jara, Resolution No. 14-52
Ross Kuhn presented a request from the Town of La Jara for a Disadvantaged Communities WPCRF
direct loan in the amount of $650,000 at an interest rate of 0%, for a term of up to 20 years. Mr. Kuhn
reported the Town has applied for an Energy & Mineral Impact Assistant Fund grant from the Department
of Local Affairs in the amount of $325,000, and if approved, the Town’s loan request would be decreased
to $325,000. The project consists of replacing a failing 18-inch diameter transmission sewer line with a
new forcemain, new pump station, manholes and appurtenant monitoring equipment. The project
received a favorable recommendation from the Project Finance Committee. A motion was made to adopt
Resolution No. 14-52, approving a direct wastewater loan to the Town of La Jara and execution of a loan
agreement and other documents necessary therefor, subject to the following conditions: an increase in
user rates sufficient to meet the Authority’s rate covenant prior to loan execution and having all project
financing in place prior to loan execution.
Motion:
Steve Harris
nd
2 :
Roy Heald
Vote:
Motion carried
City of La Junta
Keith McLaughlin presented the City of La Junta’s request for a leveraged loan through the WPCRF Loan
Program in the amount of $13,596,000 plus cost of issuance. The leveraged loan will be for a term of 20
years plus construction at 70% of the interest rate on the Authority’s 2015 Series A Clean Water Revenue
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Board Meeting Minutes
December 5, 2014
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Bonds. The project consists of wastewater treatment plant upgrades to an Orbital Oxidation Ditch to
include construction or rehabilitation of wastewater treatment plant, new influent head works, pumps,
metering, grit collector, new grit building, oxidation ditch, clarifier, new return activated sludge building,
generator, chemical storage, disinfection, waste sludge gravity thickener, digesters and control building
rehabilitation. Addressing a question from the Project Finance Committee, Mr. McLaughlin confirmed
that the City had not actively pursued alternate funding for this project. The project received a favorable
recommendation from the Project Finance Committee. A motion was made to authorize staff to begin
negotiating a leveraged loan through the WPCRF loan program for the City of La Junta in the amount of
$13,596,000 plus cost of issuance secured by a sewer system revenue pledge for twenty years plus
construction at 70% of the interest rate on the Authority’s 2015 Series A Clean Water Revenue Bonds,
and authorize staff to begin drafting the Preliminary Official Statement incorporating the City, subject to
an increase in user rates sufficient to meet the Authority’s rate covenant and having all project financing
in place prior to loan execution.
Motion:
Roy Heald
nd
2 :
Frank Kugel
Vote:
Motion carried
Town of Nucla, Resolution No. 14-54
Steve LaBonde recused himself from the discussion and left the room. John Williams presented the
Town of Nucla’s request for a WPCRF Disadvantaged Communities direct loan in the amount of
$1,662,640 at an interest rate of 0%, for a term of up to 20 years. The project consists of upgrading the
existing aerated lagoon treatment facility to a hybrid treatment process allowing for winter storage during
the colder months of the year when water temperatures are below 5 degrees Celsius, and allowing both
the aerated lagoon process and a new biofilm reactor add-on unit treatment process to be utilized to meet
effluent ammonia limits during the warmer months of the year. This project received a favorable
recommendation from the Project Finance Committee. A motion was made to adopt Resolution No. 1454, approving a direct wastewater loan to the Town of Nucla and execution of a loan agreement and other
documents necessary therefore, subject to the following conditions: an increase in user rates sufficient to
meet the Authority’s rate covenant prior to loan execution and having all project financing in place prior
to loan execution.
Motion:
Ty Wattenberg
2nd:
Steve Harris
Vote:
Motion carried, Steve LaBonde recused
Town of Pritchett, Resolution No. 14-55
John Williams presented a request from the Town of Pritchett for a direct loan through the WPCRF
Disadvantaged Communities Loan Program in the amount of $179,500. The project consists of
wastewater treatment facility rehabilitation and improvements to correct lagoon seepage issues and
includes biosolids removal, lagoon reconfiguration, regrading, pond lining, influent measurement, level
control structures, gates, yard piping and manholes. Mr. Williams stated the Town was out of compliance
with the rate covenant in 2013 on its 2006 Drinking Water direct loan. A compliance letter was sent to
the Town but the Authority has yet to receive a response. The Board expressed concern about the
covenant compliance and asked about the procedure to resolve the issue with the Town, and suggested
adding rate covenant compliance as an additional condition. Mr. Wattenberg expressed concern over the
Town’s total debt and new debt valuations. A motion was made to adopt Resolution 14-55, approving a
direct wastewater loan to the Town of Pritchett and execution of a loan agreement and other documents
necessary therefor, subject to the following conditions: an increase in user rates sufficient to meet the
Authority’s rate covenant prior to loan execution and compliance with the Authority’s rate covenant for
its 2006 DWRF direct loan prior to loan execution.
Motion:
Greg Fisher
2nd:
Roy Heald
Vote:
Motion carried, Ty Wattenberg opposed
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Board Meeting Minutes
December 5, 2014
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Additions/Modifications/Deletions to the Project Eligibility List for Joint Resolution
John Williams reviewed the WPCRF Project Eligibility List and stated that 16 projects were added, 35
were modified and 114 were deleted. The WPCRF Project Eligibility List for 2015 covers 319 projects at
an estimated cost of $5.4 billion. A motion was made to adopt the 2015 Water Pollution Control
Revolving Fund Eligibility List and incorporate the additions, modifications, and deletions into a Joint
Resolution with the provision that staff can modify the list following further review and discussion with
the Water Quality Control Division.
Motion:
Steve Harris
nd
2 :
Greg Fisher
Vote:
Motion carried
Status of Projects
Ross Kuhn reported that since October 3, 2014, one WPCRF Planning & Design Grant was awarded to
the City of Monte Vista the amount of $10,000, and one is in process for the Town of Ordway in the
amount of $10,000. There are three WPCRF Planning & Design Grants remaining for 2014. Tri-view
Metropolitan District made a pre-payment on its 2006 Series A and 2008 direct loans. Six applications
are expected on or before the December 15th application deadline.
Small Hydropower Loan Program
Northern Colorado Water Conservancy District – Loan Agreement Amendment, Resolution No. 14-58
Don Carlson recused himself from the discussion. Wesley Williams presented a request from Northern
Colorado Water Conservancy District to amend the definition of System in the Loan Agreement. The
amendment changes the pledged revenue for repayment of this loan from total enterprise fund revenues to
Carter Lake hydroelectric project revenues exclusively. The Colorado Water Conservation Board would
like the Authority’s loan agreement to be amended to segregate Carter Lake revenues from Granby dam
revenues. A motion was made to adopt Resolution 14-58, approving an amendment to the system
description for the 2011 direct SHLP loan to Northern Colorado Water Conservancy District, Colorado
and execution of appropriate documents necessary therefor, approving the amended loan agreement form
Ms. Hammond provided.
Motion:
Steve LaBonde
2nd:
Ty Wattenberg
Vote:
Motion carried, Don Carlson recused
Status of Program – Wesley Williams reported that four Small Hydropower Grants have been executed in
2014, but none since the last Board meeting. No Small Hydropower loans have been executed this year
and no applications are expected for the remainder of 2014.
Grant Assistance Program (GAP) for Small Systems
Status of Program –
Shanna Shipley reported that as of November 24, 2014, $1,235,669, or 99% of the Drinking Water funds
have been drawn, and $965,515, or 77% of the Wastewater funds have been drawn. Six Drinking Water
GAP grants and three Wastewater GAP grants have been fully disbursed.
Water Revenue Bonds & Small Water Resources Projects
Water Resources Revenue Bonds 2014 Series A Sale Results
Ross Kuhn reviewed the sale results of the Water Resources Revenue Bonds 2014 Series A issue and
confirmed that sale date was November 13, 2014, and the closing date was November 25, 2014. The
principal amount of serial bonds was $10.8 million and the yields were 0.34% in 2015, and 3.80% in
2035. The underwriter’s discount was $8.00 per bond, BAM was the insurer and Robert W. Baird & Co.
was the underwriter. The borrower in this issue was the City of Fountain and the loan rate was 3.75%.
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Board Meeting Minutes
December 5, 2014
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Status of Program – Ross Kuhn reported no new activity in the programs and that no borrowers were
expected in either program for the remainder of the year. For 2015, the City of Fountain is expected to
come through for one more loan for the same Southern Delivery System project.
La Plata Future Projects Escrow & Animas-La Plata Project
Long Hollow Reservoir – Status Report
Mike Brod reported that the Bobby K. Taylor Reservoir completion ceremony on October 2nd was well
received and thanked Frank Kugel for providing pictures from the event that are on the Authority’s
website. Work continues on final clean-up items and additional requisitions are expected. A discussion is
expected on the handling of the $500,000 O&M reserve fund the Authority agreed to fund. Additional
details on the final completion and costs will be available for the January and March Board meetings.
Unfinished Business – Committee Reports
Project Finance Committee
Committee Chair Greg Fisher reported that the 110% vs. 120% coverage requirement vs. the additional
bonds test would be discussed in a future Program Review Committee meeting. Additional topics for
discussion would also include setting a limit for general fund transfers for borrowers and the use of
Admin fees for the State Match requirement.
Personnel Committee
Committee Chair Ty Wattenberg reported the Personnel Committee prepared four recommendations for
the Board to consider for approval:
1) Conduct annual review of outside consultants, including counsel, in accordance with the by-laws
2) Increase salary ranges by 2% for Authority staff
3) Increase Executive Director’s salary by 4% for 2015
4) Authority would take a “time-out” from the 4% incremental increase in the employee share of
health insurance benefit package, and to direct Mr. Brod and staff hire a health care consultant to
review the healthcare packages to better understand alternate available options (aside from
PERACARE)
Mr. LaBonde requested recommendation 4 be a separate motion for Board consideration. Following
further discussion, a motion was made to approve recommendations 1-3 from the Personnel Committee.
Motion:
Ty Wattenberg
2nd:
Steve Harris
Vote:
Motion carried
A subsequent motion was made to approve recommendation 4 from the Personnel Committee.
Motion:
Ty Wattenberg
2nd:
Greg Fisher
Vote:
Motion carried, Steve LaBonde opposed
Chair Wattenberg, on behalf of the Board, thanked staff for all their hard work this year.
Program Review Committee
Committee Chair Don Carlson reviewed the previous evening’s Program Review Committee meeting and
referred to the meeting minutes provided. Mr. Carlson also referred to the agenda items for consideration
at a future PRC meeting.
Budget & Audit Committee, Resolution No. 14-59 and Resolution No. 14-60
Executive Director Mike Brod referred to Justin Noll to present the Final 2015 Budget. Mr. Noll stated
that the publication requirement was met and the “Notice as to Proposed Budget” appeared in the October
23, 2014, edition of the Denver Post and no inquiries were made for inspection. Mr. Noll reviewed the
memo regarding adjustments to the 2014 budget and Mr. Brod explained all line item budget adjustments
in detail. A motion was made to approve all 2014 budget adjustments as outlined in the December 5,
2014, memorandum.
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Board Meeting Minutes
December 5, 2014
Page 9
Motion:
2nd:
Vote:
Back to Agenda
Steve Harris
Frank Kugel
Motion carried
A subsequent motion was made to adopt Resolution No. 14-59, summarizing expenditures and resources
for each fund and adopting a budget for the Colorado Water Resources and Power Development
Authority for the calendar year beginning on the first day of January 2015 and ending on the last day of
December 2015.
Motion:
Don Carlson
2nd:
Frank Kugel
Vote:
Motion carried
A subsequent motion was made to adopt Resolution No. 14-60 appropriating sums of money to the
various funds and spending agencies in the amounts and for the purposes set forth for the Colorado Water
Resources and Power Development Authority for the 2015 budget year.
Motion:
Greg Fisher
2nd:
Ty Wattenberg
Vote:
Motion carried
New Business
Legislative Issues and Other Business of Interest to the Authority
Mike Brod reported that he was seeking House sponsorship for the Authority’s Joint Resolution and that
Senator Jerry Sonnenberg will be the Senate Sponsor. Mr. Brod also reported on a bill that was drafted
and referred from the Water Resources Review Committee that dealt with additional steps for Water
Conservation Planning. The Authority was identified in the bill and Mr. Brod will monitor it.
Draft Bill – Leased Treatment Works
Mike Brod reported on a draft Senate bill entitled “Leased Treatment Works Qualify as a Public Water
System” which was included in the Board materials. Ms. Hammond briefly outlined the concerns from
the Federal perspective of this type of entity being eligible for financial assistance. Mr. Brod will monitor
this legislation.
Arrangements for Future Meetings
The next meeting of the Authority Board will be held at 2:00 p.m. on Wednesday, January 28, 2015, at
the Hyatt Regency Denver Tech Center in conjunction with the Colorado Water Congress Annual
Convention. Subsequent meetings will be held in Denver at the Authority’s offices on March 6, 2015,
April 24, 2015 and June 5, 2015.
SEC’s Municipal Continuing Disclosure Cooperation (“MCDC”) Initiative
At this time, the Board voted to enter into an unrecorded Executive Session for the purpose of receiving
legal advice on the MCDC initiative update.
Motion:
Greg Fisher
2nd:
Roy Heald
Vote:
Motion carried
Upon completion of the Executive Session, the Board returned to the regular meeting.
Adjournment
Chair Greg Higel adjourned the meeting at 12:03 p.m.
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Board Meeting Minutes
December 5, 2014
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Respectfully submitted,
_____________________________________________
Keith McLaughlin, Assistant Secretary
NOTE-FOR INFORMATION ONLY - COPIES OF THE DOCUMENTS REFERRED TO IN THE TEXT OF THESE MINUTES
ARE ON FILE IN THE AUTHORITY OFFICE AND MAY BE OBTAINED BY SUBMITTING A “REQUEST FOR PUBLIC
RECORDS.” PLEASE CALL SABRINA SPEED AT (303) 830-1550, EXT. 1010, FOR INFORMATION.
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January 28, 2015
I.
Follow up Actions
II.
Water Quality Control Commission Actions
A. The revised total coliform rule plus Colorado initiatives regarding storage tanks,
water haulers, cross connection control and backflow prevention, and minimum 0.2
mg/l disinfection residual throughout distribution were adopted by the commission on
January 12, 2015.
B. The division will be working with Authority staff to schedule a joint meeting between
the Water Quality Control Commission and Authority Board. We are hoping to have this
meeting on April 23. An agenda will be developed and shared with both boards along
with a specific time.
III. Update on Project Activities
A. The Water Quality Control Division, Colorado Water Resources and Power Development
Authority and Department of Local Affairs staff has moved toward full implementation
of LEAN for the state revolving funds process effective January 1, 2015. To date we
have held meetings to market the new process with the Wastewater Utility Council,
the Water Utility Council, as well as a webinar for stakeholders. In addition there are
eight workshops across the state to be held beginning Feb. and running through May
2015. The grants and loans unit staff held several one-on-one sessions with interested
participants and have received 6 pre-qualification forms from interested borrowers (3
WW and 3 DW).
B. On January 9, 2015 the department posted the fundable list for the small communities
grant program through a press release. We received 80 applications for a total
$37,317,230. Forty-nine of those applications were DW and thirty-one for WW. The
division will award 8 DW grants in the amount of $4,750,000 and 6 WW grants in the
amount of $4,750,000. Tawnya Reitz has begun working with the entities on the
workplans and contracts for executing these grants.
C. The request for application for the balance of the natural disaster grant was released
on December 18, 2014 and closed on January 21, 2015. At the time of this writing 12
applications have been received totaling $5.8 million. In the next two weeks, Tawnya
Reitz will begin prioritizing the applications to develop a fundable list for this
$4,653,156 to be awarded.
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John W. Hickenlooper, Governor | Larry Wolk, MD, MSPH, Executive Director and Chief Medical Officer
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IV. Update on Set-Aside Programs
A. Local Assistance Unit
1. Capacity coach and training workgroup
a. The coaching and training workgroup continues to work on developing a twoday basic operator training consisting of modules that were prioritized using
sanitary survey deficiency and violation trends. The training modules can be
used individually to work with systems that need help in certain areas during a
coaching visit.
b. The workgroup is working on implementing a new way to measure the success
of coaching visits by tracking actions systems have done to improve
performance in 10 different areas as a result of a coaching visit.
c. The workgroup has been training division staff to run tracer studies as part of a
project to assess microbial inactivation at all of Colorado’s surface water
treatment plants.
d. The workgroup updated its onsite training material to help groundwater
systems that must conduct additional monitoring as part of an evaluation to
determine whether their source is under the influence of surface water.
e. The workgroup assisted Denver Water to conduct an emergency response
training in December 2014 for its consecutive systems.
f. The workgroup is assisting the Clean Water Program with updating permits that
impact drinking water systems that discharge a waste stream. As part of the
project, the workgroup will then assist drinking water systems with residuals
management.
2. Capacity development and training services
a. The unit is developing a brochure to highlight the services it provides and
includes the expanded menu of topics for which they provide assistance.
b. The coaching and training workgroup is developing an updated resource list
that will be available on the department website and provides drinking water
and wastewater systems with tools and training opportunities to improve their
technical, managerial, and financial capacity.
c. Coaching staff continue to provide one-on-one training for training units to
water system operators at a location convenient for the operators as well as
offering classroom operations and maintenance manual training.
d. The unit has reached out to systems scheduled for sanitary survey inspections
during 2015 offering free sanitary survey training. This training will assist
systems in preparing for an inspection.
e. Armando Herald is a member of the 2015 National Operator Certification and
Capacity Development Workshop planning committee. This group will work
together to plan an educational and rewarding workshop for capacity
development and operator certification coordinators across the country. The
workshop is scheduled for Dec. 2015.
3. Colorado drinking water pursuing excellence program
a. The excellence lead, Kaitlyn Minich, is in the process of finalizing a brochure to
advertise the awards program.
4300 Cherry Creek Drive S., Denver, CO 80246-1530 P 303-692-2000 www.colorado.gov/cdphe
John W. Hickenlooper, Governor | Larry Wolk, MD, MSPH, Executive Director and Chief Medical Officer
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b. The excellence lead is actively seeking out systems to get signed up in the
program and expanding the award perks systems will receive for meeting the
program criteria.
4. Grant and budget management
a. All grant reporting is on schedule.
5. Measuring results
a. Total coaching and training events as of the date of this report:
The unit is currently tracking and measuring the number of training and coaching events. An event
in this report is a unique combination of date, material presented and location (e.g., SS101
training on 06-23-2013 in Alamosa is one event). These events do not necessarily take place at the
system itself.
4300 Cherry Creek Drive S., Denver, CO 80246-1530 P 303-692-2000 www.colorado.gov/cdphe
John W. Hickenlooper, Governor | Larry Wolk, MD, MSPH, Executive Director and Chief Medical Officer
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b. 2014 monthly training and coaching events as of the date of this report:
The unit is currently tracking and measuring the number of training and coaching events. An event
in this report is a unique combination of date, material presented and location (e.g., SS101
training on 06-23-2013 in Alamosa is one event). These events do not necessarily take place at the
system itself.
The drop in events in July and August is likely the result of a combination of factors
including the approaching end of the sanitary survey inspection year and possibly a
decrease in service requests due to the summer months.
B. SWAP/wellhead
1. Solicitation of protection planning pilot project grants and protection plan
development and implementation grants continue. Discussions and application
processing steps are occurring with several prospective applicants.
2. Work continues with Colorado Rural Water Association (CRWA) and public water
systems on developing source water protection plans.
3. The SWAP program, Dave Rogers, and Devon Williford (GIS expert) are designing
and developing an internal source water interactive GIS viewer to view drinking
water source data. The SWAP program also has plans to build an external web
viewer for protection planning information.
4. The SWAP program is now actively holding protection planning meetings with
Denver Water for the Upper South Platte Basin. A $50,000 pilot project grant was
issued to Denver Water on Oct. 29, 2013. We have conducted nine stakeholder
meetings to date and future protection planning meeting dates and notes are
posted on the Coalition for the Upper South Platte website. The anticipated
completion date for Denver Water’s protection plan is June 2015. Park County is
investigating a Master Oil and Gas Leasing Plan for the county in coordination with
the BLM, USFS and other stakeholders. CDPHE and the stakeholders are
4300 Cherry Creek Drive S., Denver, CO 80246-1530 P 303-692-2000 www.colorado.gov/cdphe
John W. Hickenlooper, Governor | Larry Wolk, MD, MSPH, Executive Director and Chief Medical Officer
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coordinating on proposed upstream drinking water protection areas for the Master
Oil and Gas Leasing Plan.
5. The following protection planning grants have been approved and funding has been
encumbered during this report period:
a. Lefthand WD for $5,000
b. Town of Flagler for $5,000
6. We are currently expending 2011 wellhead protection set-aside funds.
7. We are currently operating under a newly approved wellhead protection set-aside
work plan for 2013-2018 approved by EPA region 8 on July 1, 2013.
8. The SWAP program has completed a two year extension for Colorado Rural Water
Association’s contract to support the statewide protection planning support. The
contract renewal amount is $925,008 and the new contract term will be effective
from Feb. 1, 2015 through Jan. 31, 2017.
9. The SWAP program recently met with the Bureau of Land Management and will be
working on drafting an MOU between CDPHE and the BLM for drinking water
protection areas statewide.
V. Budget/Legislative Situation
A. Fee bill update
4300 Cherry Creek Drive S., Denver, CO 80246-1530 P 303-692-2000 www.colorado.gov/cdphe
John W. Hickenlooper, Governor | Larry Wolk, MD, MSPH, Executive Director and Chief Medical Officer
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COLORADO WATER RESOURCES
And
POWER DEVELOPMENT AUTHORITY
RESOLUTION NO. 15-01
A RESOLUTION OF APPRECIATION TO MARY “MOOEY” HAMMOND
WHEREAS, Mooey Hammond brought to the Colorado Water Resources and Power
Development Authority special expertise resulting from her unique experiences in the water
litigation field; and
WHEREAS, Mooey Hammond, in the best interests of the State of Colorado, provided
valuable guidance in the operation of the Colorado Water Resources and Power Development
Authority while serving as General Counsel for thirty-two years; and
WHEREAS, Mooey Hammond, by her loyal devotion to the Authority Board, exercise of
good judgment, and her understanding of Colorado water law, has earned the strong respect and
affection of all members of the Board of Directors of the Colorado Water Resources and Power
Development Authority, its associates, and staff throughout the years.
NOW THEREFORE, BE IT RESOLVED, that the Board of Directors of the Colorado
Water Resources and Power Development Authority at a duly constituted meeting convened in
Denver, Colorado, on January 28, 2015, expresses its heartfelt thanks and deepest appreciation to
Mooey Hammond for her superior guidance, and outstanding work as General Counsel to the
Board of the Authority in seeking solutions to the many complex water and legal issues that have
confronted the Authority during her thirty-two years of service, and sincerely wishes for her and
her family the very best of health, success, and happiness in all current and future endeavors, and
the utmost of personal satisfaction and happiness.
CERTIFICATE
The undersigned officers of the Board of Directors of the Colorado Water Resources and
Power Development Authority do hereby certify that the above Resolution No. 15-01 was adopted
by the Colorado Water Resources and Power Development Authority at a regular meeting of the
Board of Directors with a quorum present in Denver, Colorado on January 28, 2015.
________________________________________
Chair
________________________________________
Secretary
ATTEST
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Treasurer’s Report for Board of Directors Meeting
January 28, 2015
The financial reports are located behind Tab 5 of your meeting notebook.
Authority – November 2014 statements
Balance Sheet
o Assets totaled $56.3 million, compared to $63.8 million in 2013. The major factor in
the decrease was project draws from the La Plata Escrow in 2014.
Income Statement
o The November statements do not include the budget line item amendments that were
discussed at the December meeting.
o Total income is significantly higher than the budgeted amount, due to the funds
received from the CWCB for the Long Hollow project.
o Because the November statements have not been adjusted for the year-end budget
reclassifications, certain line items exceed 92%, which is the target budget percentage
after 11 months.
NOTE: the December financial statements will not be complete until all 2014 data has been
received and recorded.
The Financial Highlights Report for December
• State Treasurers Cash Pool earned 1.03%
• COLOTRUST interest rate is 0.12%
Financing Programs
• Program financial statements are through November in DWRF, WRBP & SWRP and are
through October in the WPCRF program.
• The WRBP 2014A Bond Issue and Fountain prepayment is reflected in the WRBP November
financials.
• All programs continue to function normally and all loans are current as of December 31, 2014.
Accounting Department Activities
• BKD conducted interim audit work in December and plans to return in March 1, 2015, to
complete the audit work. Meanwhile, accounting staff is preparing various year end
correspondence for the financial statements and single audits.
• Nearly all December transactions have been recorded and staff is waiting for a few additional
2014 expenses to be submitted before closing the books for 2014 and preparing the year-end
financial statements, in preparation for the audit.
• Preparations have begun for the March 1st bond debt service for the SRF programs.
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COLORADO WATER RESOURCES AND POWER DEVELOPMENT AUTHORITY
CASH EXPENDITURES for the MONTH ENDING DECEMBER 31, 2014
Wells Fargo Colorado Choice 3 Checking Account
DATE
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/01/14
12/02/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
CHECK # PAYEE
23130
23131
23132
23133
23134
23135
23136
23137
23138
23139
23140
23141
23142
23143
23144
23145
23146
23147
23148
23149
23150
23151
23152
23153
23154
23155
23156
23157
23158
23159
23160
23161
23162
23163
23164
23165
23166
23167
Automated Business Products
CCBIT
Comcast
Federal Express
Interior Concepts
Lincoln National Life Insurance
New Logan Tower
NexusTek
Peak Communication Systems
Shanna Quinn
Wells Fargo Bank
John Williams
Jefferies
Kutak Rock
Arbitrage Compliance Specialists
Baca Grande Water & Sanitation
Donald Carlson
Carlson, Hammond & Paddock
CCBIT
Causey, Demgen & Moore
Colorado Water Congress
Comcast
Costilla County
Curbside Recycling
Federal Express
Fulbright & Jaworski
Town of Gilcrest
Jim Griffiths
Steve Harris
Roy Heald
Greg Higel
Iron Mountain
Kroger
Frank Kugel
Stephen LaBonde
North La Junta
Office Depot
Peak Communication Systems
DESCRIPTION
AMOUNT
Monthly Copiers Service
Monthly Email Filtering
Monthly Internet
Misc Deliveries
2nd Payment Desk for Vacant Office & Staff Chairs
December LTD / Life Insurance
December Rent
Windows OS Research with SL 2011
Move Rachel's Phone & Setup Jim's Phone
CGFOA Travel Expenses
DWRF & WRBP Trustee Fees
CGFOA Travel Expenses
WRBP 14A COI
WRBP 14A COI
WPCRF & DWRF Arbitrage Calculations
WPCRF Planning & Design Grant
12/5 Board Meeting Per Diem
November Legal Expenses
Monthly IT Agreement, 9 HP EliteDesk Computers
WRBP Fountain Escrow Verification Report Fee
Board & Staff 2015 CWC Convention Registration
Monthly Fiber-optic Internet
DWRF Planning & Design Grants
Monthly Recycling
Misc Deliveries
Tabor, MCDC, Tax Compliance, Triview Prepayment
WPCRF Planning & Design Grant
Ipad & Ipad Case
12/5 Board Meeting Per Diem & Travel Expenses
12/5 Board Meeting Per Diem & Travel Expenses
12/5 Board Meeting Per Diem & Travel Expenses
Monthly Records Storage
Misc Groceries
12/5 Board Meeting Per Diem & Travel Expenses
12/5 Board Meeting Per Diem & Travel Expenses
WPCRF Planning & Design Grant
Misc Office Supplies
Monthly Phone Service
$
143.82
29.04
256.46
294.10
3,708.00
680.79
9,285.97
45.00
207.50
137.64
1,870.00
245.74
15,000.00
13,000.00
6,550.00
5,516.00
184.00
1,966.70
16,089.34
2,500.00
2,350.00
1,999.93
5,872.00
35.00
212.93
50,409.57
8,129.31
741.72
690.41
261.28
455.04
319.94
310.69
412.48
530.66
3,074.80
312.36
218.00
SUB TOTAL
$
154,046.22
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COLORADO WATER RESOURCES AND POWER DEVELOPMENT AUTHORITY
CASH EXPENDITURES for the MONTH ENDING DECEMBER 31, 2014
Wells Fargo Colorado Choice 3 Checking Account
DATE
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
12/15/14
CHECK # PAYEE
23168
23169
23170
23171
23172
23173
23174
Pitney Bowes
Speedy Messenger
Susquehanna Commercial Finance
United States Treasury
Ty Wattenberg
Wells Fargo Bank
Wells Fargo Corporate Card
DESCRIPTION
AMOUNT
Postage Machine Rental
WRBP 14A COI
Monthly Phone Equipment Lease
Filing Penalty
12/5 Board Meeting Per Diem & Travel Expenses
DWRF & WRBP Trustee Fees
Brod, McLaughlin, Noll & Speed Credit Card Exp
189.50
8.59
350.35
275.01
408.00
4,156.00
3,568.23
TOTAL CHECKS $
163,001.90
WIRE TRANSFERS (State Treasury Cash Pool Fund Accounts)
12/18/14
La Plata Water Conservancy District La Plata River Escrow Draw
235,705.09
TOTAL WIRE TRANSFERS $
235,705.09
ACH PAYMENTS (Wells Fargo Colorado Choice 3 Checking Account)
11/30/14
DIRECT DEPOSIT - FEDERAL / MEDICARE / COLORADO WITHHOLDINGS
7,506.94
12/15/14
PERA & PERA 401(k) ACH Payment
13,150.21
12/15/14
DIRECT DEPOSIT - PAYROLL
30,306.00
12/15/14
DIRECT DEPOSIT - FEDERAL / MEDICARE / COLORADO WITHHOLDINGS
12/15/14
PERA Board ACH Payment
12/31/14
PERACare Insurance Payment
12/31/14
PERA & PERA 401(k) ACH Payment
12/31/14
DIRECT DEPOSIT - PAYROLL
7,506.94
356.30
12,989.84
0.00
32,827.63
TOTAL ACH PAYMENTS $
TOTAL CASH EXPENDITURES for the MONTH ENDING December 31, 2014
$
104,643.86
503,350.85
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Colorado Water Resources
and
Power Development Authority
Authority Balance Sheet
as of
November 30, 2014
As of 11/30/14
ASSETS:
Cash - Wells Fargo (Checking Account)
State Treasurers Cash Pool
COLOTRUST Checking Investment Account
Total Cash & Equivalents
Interest Receivable on Investments
Receivable From La Plata Escrow (to Authority)
Receivable From SWRP Loan Payoff
Interest Receivable - I Loans
Interest Receivable - SHLP
Interest Receivable - ALP Water Rights Purchase
Accounts Receivable - Misc
WPCRF Reimbursement Receivable
DWRF Reimbursement Receivable
SWRP Reimbursement Receivable
Total Receivables
$
$
368,388.91
9,512,150.59
51,519.94
9,932,059.44
$
4,392.20
129,571.17
170,211.20
185,424.72
489,599.29
State Treasurers Cash Pool-Self Insurance Fund
COLOTRUST SWRP DSRF
State Treasurers Cash Pool-La Plata River Escrow
State Treasurers Cash Pool-Durango Specific Costs
State Treasurers Cash Pool-ALPWCD Earnest Money
COLOTRUST - SHLP Project Accounts
COLOTRUST - I Loan Projects
COLOTRUST - WPCRF GAP
COLOTRUST - DWRF GAP
Loans Receivable - SHLP
Loans Receivable - ALP Water Rights Purchase
Loans Receivable - Interim Loan
Loan Receivable - WPCRF State Match
Loan Receivable - DWRF State Match
Prepaid Expenses
Deposits
Depreciable Assets
Accumulated Depreciation
TOTAL ASSETS
LIABILITIES and EQUITY:
Accounts Payable Trade
Prepayment Payable
Other Accrued Expenses
Flexplan Spending Withheld
Due to Authority
Rebatable Arbitrage Payable (SWRP DSRF)
Project Costs Payable - Long Term
Accrued Vacation and Sick Leave
ALP Water Contract Deposits
Total Liabilities
Net Assets:
Net Income / (Loss)
TOTAL LIABILITIES and EQUITY
As of 11/30/13
$
191,348.25
18,089,907.88
51,461.02
$ 18,332,717.15
$
804,470.59
8,515,865.69
1,464,993.80
561,197.74
493,663.47
14,331.03
4,693,856.69
3,809,251.44
10,615,642.61
14,852,800.00
3,430.00
9,133.75
149,432.92
(116,182.42)
2,922.41
129,571.17
168,225.12
115,484.30
416,203.00
808,082.74
8,514,763.18
4,899,870.88
584.83
296,478.67
778,327.62
709,819.70
4,909,614.38
3,978,753.40
8,372,442.61
11,774,000.00
3,405.00
9,133.75
151,337.92
(114,230.36)
$
56,293,546.04
$ 63,841,304.47
$
31,904.06
4,330.00
7,769.75
1,378.94
120,200.00
165,582.75
6,345.88
1,086.44
101,707.49
584.83
109,724.64
$
62,623,605.72
(6,495,642.43)
56,293,546.04
$
67,551,823.89
(3,820,244.06)
$ 63,841,304.47
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Colorado Water Resources
and
Power Development Authority
Authority Income Statement
Budget To Actual
Calendar Year-To-Date as of November 30, 2014
Budget
For 2014
Actual
Year-To-Date
Balance
%
Actual/
Budget
INCOME:
Interest Income - COLOTRUST (Investment)
Interest Income - State Treasurer Cash Pool
Interest Income - T Bills
Interest Income - SWRP Debt Service Reserve Fund
Interest Income - Repo Debt Service Reserve Fund
Int Inc-COLOTRUST I-Loan Projects
Interest Income - WPCRF
Interest Income - From SWRP/WRBP
Subtotal Interest Income
Interest Income - La Plata River Escrow
Interest Income - Loans
Conference Room Rental Income
Miscellaneous Income
TOTAL INCOME
$
99,000
15,000
460,000
1,281.75
92,087.70
0.00
8,163.91
0.00
0.00
0.00
0.00
101,533.36
(2,533.36)
0%
0%
0%
0%
0%
0%
0%
0%
103%
13,914.66
129,617.88
0.00
1,626,251.47
1,871,317.37
$
$
$
1,085.34
330,382.12
-
$
328,934.10
$
$
4,728.15
6,875.99
2,532.03
2,025.00
30,000.00
46,161.17
74%
80%
82%
84%
0%
$
13,271.85
28,124.01
11,467.97
10,975.00
63,838.83
$
136,051.66
19,968.00
30,000.00
186,019.66
86%
0%
0%
$
870,948.34
32.00
0.00
870,980.34
$
26,706.61
77,783.37
(11,724.99)
7,866.76
3,594.71
224.00
868.00
6,000.00
1,400.00
112,718.46
85%
64%
0%
51%
78%
72%
73%
0%
0%
$
149,293.39
137,216.63
11,724.99
8,133.24
12,405.29
576.00
2,332.00
0.00
0.00
321,681.54
$
6,477.05
49,676.76
1,505.00
57,658.81
74%
1%
62%
$
18,522.95
323.24
2,495.00
21,341.19
$
4,554.19
3,678.00
2,350.00
5,811.11
16,393.30
54%
39%
88%
27%
$
5,445.81
2,322.00
17,650.00
2,188.89
27,606.70
$
574,000.00
$
$
$
18,000
35,000
14,000
13,000
30,000
110,000
$
1,007,000
20,000
30,000
1,057,000
$
176,000
215,000
0
16,000
16,000
800
3,200
6,000
1,400
434,400
$
25,000
50,000
4,000
79,000
$
10,000
6,000
20,000
8,000
44,000
93%
28%
0%
0%
326%
EXPENSES:
BOARD EXPENSES:
Per Diems & P.E.R.A. on Per Diems
Travel, Lodging, Meals, etc.
Meeting Expenses
Memberships
Board Insurance
TOTAL Board Expenses
SALARIES EXPENSE:
Staff Salaries
Temporary Services
Annual Vacation & Sick Leave Accrual
TOTAL Salaries Expense
EMPLOYEE BENEFITS:
P.E.R.A. - Employer's Match
Medical and Dental Insurance
HRA Reimbursement
LTD/Life Insurance
Medicare - Employer's Match
Denver City Tax - Employer's Match
State Workman's Comp. Insurance
Tuition Reimbursement
Public Transportation Incentive
TOTAL Employee Benefits
OUTSIDE SERVICES EMPLOYED:
General Legal Fees
General Consulting Services
Audit and Budgetary Fees
TOTAL Outside Services
EMPLOYEE / ADMIN. EXPENSES:
Travel, Lodging, Meals, etc.
Registration and Training Fees
Contributions and Sponsorships
Dues, Subscriptions and Publications
TOTAL Employee/Admin. Expenses
1 of 2
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Colorado Water Resources
and
Power Development Authority
Authority Income Statement
Budget To Actual
Calendar Year-To-Date as of November 30, 2014
Budget
For 2014
GENERAL OFFICE EXPENSES:
Office Rent and Deposits
Telephone and Internet Charges
Postage and Delivery Fees
Copying and Printing Costs
Office Supplies
Technical Support Activities
Office Insurance
Records Retention
TOTAL General Office Expenses
145,000
32,000
7,000
3,000
16,000
45,000
5,000
8,000
261,000
$
OFFICE ASSETS EXPENSES:
Furniture & Fixtures
Machines
Computer Software
Depreciation Expense
Machine Maintenance & Maint. Contracts
Office Improvements
TOTAL Office Assets
$
15,000
3,000
81,000
TOTAL OPERATING EXPENSES
$
2,066,400
EXPENSES ALLOCATED TO PROGRAMS
Salaries Allocated to Project Exp's
Allocated Salaries Expense - WPCRF
Allocated Employee Benefits - WPCRF
Allocated Overhead Expense - WPCRF
Allocated Salaries Expense - DWRF
Allocated Employee Benefits - DWRF
Allocated Overhead Expense - DWRF
Allocated Salaries Expense - La Plata River
Allocated Employee Benefits - La Plata River
Allocated Overhead Expense - La Plata River
TOTAL Allocated Expenses
Actual
Year-To-Date
$
125,731.64
9,246.20
2,191.01
361.50
8,840.93
33,748.53
3,668.00
3,195.09
186,982.90
$
5,338.00
8,455.95
5,851.90
0.00
8,500.97
0.00
28,146.82
$
4,662.00
29,544.05
9,148.10
N/A
6,499.03
3,000.00
52,853.18
$
1,520,578.32
$
545,821.68
74%
(23,239.00)
(29,546.00)
(41,124.18)
(29,792.63)
(25,531.00)
(36,050.75)
(23,878.72)
(9,550.00)
(6,298.58)
(2,593.07)
(227,603.93)
74%
89%
75%
76%
89%
74%
78%
52%
48%
45%
83%
10,000
38,000
15,000
N/A
87%
29%
31%
12%
55%
75%
73%
40%
$
19,268.36
22,753.80
4,808.99
2,638.50
7,159.07
11,251.47
1,332.00
4,804.91
74,017.10
53%
22%
39%
0%
57%
0%
$
(89,000)
(275,000)
(167,000)
(126,500)
(232,000)
(141,000)
(110,300)
(20,000)
(12,000)
(4,700)
(1,177,500) $
$
888,900
$
570,682.25
$
318,217.75
64%
APPROVED PROJECTS
Animas-La Plata Expenses
Small Water Resource Projects Expenses
Water Revenue Bonds Program Expenses
La Plata River Escrow Expenses
Small Hydro Loan Program Expenses
Small Hydro Loan Program Planning & Design Grants
Watershed Protection & Forest Health Program Expenses
WPCRF-GAP Grant Expense
DWRF-GAP Grant Expense
73,000
85,000
650,000
12,000,000
50,000
167,000
67,000
850,000
850,000
$
18,963.06
49,584.14
351,773.54
6,580,950.63
7,775.20
0.00
0.00
284,664.15
592,404.65
$
54,036.94
35,415.86
298,226.46
5,419,049.37
42,224.80
167,000.00
67,000.00
565,335.85
257,595.35
26%
58%
54%
55%
16%
0%
0%
33%
70%
POTENTIAL PROJECTS
Other Potential Projects
TOTAL PROJECT EXPENSES
$
1,000,000
15,792,000
$
0.00
7,886,115.37
1,000,000.00
7,905,884.63
50%
TOTAL EXPENSES
$
16,680,900
$
8,456,797.62
8,224,102.38
51%
OPERATING INCOME / (LOSS)
$
(6,585,480.25)
Transfer in From SWRP
$
Transfers In / (Out)
$
NET OPERATING EXPENSES
Change in Net Position
$
Balance
%
Actual/
Budget
2 of 2
$
(65,761.00) $
(245,454.00)
(125,875.82)
(96,707.37)
(206,469.00)
(104,949.25)
(86,421.28)
(10,450.00)
(5,701.42)
(2,106.93)
(949,896.07) $
$
89,837.82
(6,495,642.43)
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Colorado Water Resources and Power Development Authority
Financial Highlights
November 30, 2014
YIELD:
BALANCE:
Unrestricted:
Cash - Wells Fargo (Checking Account)
State Treasurers Cash Pool
COLOTRUST Checking Investment Account (Average Daily Yield)
0.00%
1.04%
0.12%
$
$
$
368,388.91
9,512,150.59
51,519.94
Board Designated:
State Treasurers Cash Pool - La Plata River Escrow
State Treasurers Cash Pool - Self Insurance Fund
1.04%
1.04%
$
$
1,464,993.80
804,470.59
Restricted:
State Treasurers Cash Pool - Durango Specific Costs
State Treasurers Cash Pool - ALPWCD Earnest Money
COLOTRUST SWRP DSRF (Average Daily Yield)
COLOTRUST - I Loan Projects (Average Daily Yield)
COLOTRUST - GAP WPCRF
COLOTRUST - GAP DWRF
SHLP Project Accounts
1.04%
1.04%
0.12%
0.12%
0.12%
0.12%
0.12%
$
$
$
$
$
$
$
8,515,865.69
493,663.47
14,331.03
-
WPCRF State Match Receivable
Loans Receivable - WPCRF State Match 1/1/2014
State Match Transferred to Holding Account
Repayment from WPCRF Administrative Fees
Loans Receivable - WPCRF State Match YTD Balance
DWRF State Match Receivable
Loans Receivable - DWRF State Match 1/1/2014
State Match Transferred to Holding Account
Repayment from DWRF Administrative Fees
Loans Receivable - DWRF State Match YTD Balance
Interim Loans Receivable
I Loans Receivable 1/1/14
I Loan Funds Drawn
I Loan Repayments
I Loans Receivable YTD Balance
Budget
Balance
8,372,442.61
2,243,200.00
$ 10,615,642.61
2,761,000.00
(3,000,000.00)
Budget
Balance
11,774,000.00
3,078,800.00
$ 14,852,800.00
3,684,000.00
(3,000,000.00)
Budget
Balance
10,000,000.00
(10,000,000.00)
$
Small Hydro Outstanding Balance Available for Loans
Amount Approved for Loans
Loans Funded
Amount Available for Small Hydro Loans
-
Balance
10,000,000.00
(5,147,062.37)
$ 4,852,937.63
*Board approved a maximum of $10,000,000 in total for Small Hydro loans.
Reloan Accounts
WPCRF - COLOTRUST
DWRF - COLOTRUST
Admin Accounts
WPCRF - COLOTRUST
DWRF - COLOTRUST
1/1/2014
Balance
Misc Additions/
Subtractions
68,418,124.23
36,735,332.60
10,031,345.69
2,767,254.02
1/1/2014
Balance
Misc Additions/
Subtractions
18,507,220.98
13,449,292.32
5,879,272.43
3,060,217.77
Bond
Closings
Loans
Funded
78,449,469.92
16,747,250.62
(22,755,336.00)
Admin
Draws
(2,647,971.16)
(654,701.61)
11/30/2014
Balance
St Match Loan
Payment
11/30/2014
Balance
21,738,522.25
15,854,808.48
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COLORADO WATER RESOURCES
and
POWER DEVELOPMENT AUTHORITY
ANIMAS - LA PLATA ESCROW ACCOUNT
as of
November 30, 2014
BALANCE SHEET
As of 11/30/14
ASSETS:
State Treasurer Cash Pool - Unsegregated
State Treasurer Cash Pool - Segregated
Total Cash
$
YTD Water Depletion Rights-ALP (Bureau of Reclamation draws)
1,085,161.86
462,098.91
1,547,260.77
1,353,315.92
Infrastructure-Durango Specific Costs
-
Interest Receivable - State Treasurer's Cash Pool
-
TOTAL ASSETS
$
2,900,576.69
LIABILITIES and EQUITY:
Durango Specific Costs Deposit
$
Equity
Net Position
Change in Net Position
2,983,048.00
(82,471.31)
TOTAL EQUITY
2,900,576.69
TOTAL LIABILITIES and EQUITY
$
2,900,576.69
$
7,237.19
OPERATING INCOME/(LOSS)
$
7,237.19
Transfers In / (Out)
$
(89,708.50)
Change in Net Position
$
(82,471.31)
INCOME STATEMENT
INCOME:
Interest Income - State Treasurer Cash Pool
EXPENSES:
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COLORADO WATER RESOURCES & POWER DEVELOPMENT AUTHORITY
Board Meeting
January 28, 2015
EXECUTIVE DIRECTOR'S REPORT
Michael Brod
MAJOR ACTIVITIES SINCE LAST MEETING
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
On December 10th Keith McLaughlin provided an update on the WPCRF to the Wastewater Utility Council.
On January 6th I met with the Windy Gap Firming Project Participants (at Northern’s offices) to discuss financing
options for the project.
On January 9th Keith McLaughlin provided an update on the DWRF to the Water Utility Council.
On January 12th I attended a CWC State Affairs Committee meeting.
On January 12th I met with representatives of TriNet, a benefits and human resources company.
On January 14th Keith McLaughlin and Ross Kuhn attended a LEAN meeting at the Authority’s office.
On January 16th, I provided a presentation of the Bobby K. Taylor Reservoir (Long Hollow) to the Four States Irrigation
Council conference in Fort Collins.
On January 26th I provided an Authority Director’s report to the CWCB.
On January 26th I/Keith provided information on HJR 15 – 1006 (Projects Eligibility Lists) to the CWC State Affairs
Committee.
On January 27th I met with Chair Greg Higel to discuss Authority committee assignments and other Authority matters.
On January 28th I provided testimony to the House Ag Committee on HJR 15 – 1006.
On January 28th a Senate Ag Confirmation Hearing was held for appointees, Greg Higel, Bruce Smith and Bob Wolff.
On January 28th-30th, Keith McLaughlin, Jim Griffiths and I attended the Colorado Water Congress Annual Convention.
On January 30th I participated in a panel discussion on available state funding for water projects at the CWC Annual
Convention.
FUTURE ACTIVITIES
1.
2.
3.
4.
5.
6.
Continue to negotiate HJR 15 – 1006 through the legislative process.
Continue to review possible bond refundings.
Begin the insurance consultant review process.
On February 12th Keith McLaughlin and I will attend the CML Legislative Workshop in Denver.
On February 18th a SRF workshop will be held at the Centennial Water & Sanitation District’s office in Highlands Ranch.
On February 19th a SRF workshop will be held at the CDPHE offices in Cherry Creek (Glendale).
FUTURE MEETINGS
March 6th – Denver (9:00 a.m. at the Authority offices)
April 23rd – possible joint meeting with the Water Quality Control Commission (Authority offices)
April 24th – Denver (9:00 a.m. at the Authority offices)
June 5th – Denver (9:00 a.m. at the Authority offices)
August 19th or 20th – Vail (time TBD in conjunction with the CWC Summer conference)
October 2nd – Denver (9:00 a.m. at the Authority offices)
December 4th – Denver (9:00 a.m. at the Authority offices)
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MEMORANDUM
January 28, 2015
TO:
Authority Board of Directors
Karl Ohlsen
FROM:
Michael Brod, Executive Director
RE:
Additional Adjustments to the 2014 Budget
At the December 2014 Board meeting, I submitted a similar memo to you reporting certain
reclassifications to the 2014 budget. The Authority received two legal invoices in December that
were larger than anticipated.
Because the budget for the Authority’s spending agencies within the Water Operations Fund were
not exceeded in total, the Board’s approval was not required. I authorized reclassifications to certain
budget line items, and the explanations for these changes are discussed below.
Water Operations Fund
Outside Services:
In December, the Authority received invoices from Fulbright and Jaworski and Carlson, Hammond
and Paddock totaling $8,000. These expenses were larger than anticipated, causing the Authority’s
Legal Expense line item to be over budget. Therefore, the following budget reclassification is
necessary:
Budget Line Item
General Legal Fees
General Consulting Services
2014 Approved
Budget
25,000
50,000
2014 Amended
Adjustment
Budget
3,000
28,000
(3,000)
47,000
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COLORADO WATER RESOURCES &
POWER DEVELOPMENT AUTHORITY
Logan Tower Bldg - Suite 620, 1580 Logan Street, Denver, Colorado 80203-1942
303/830-1550 · Fax 303/832-8205 · [email protected]
MEMORANDUM
January 22, 2015
TO:
Project Finance Committee and Karl Ohlsen
FROM:
Keith McLaughlin, Finance Director
John Williams, Financial Analyst
RE:
Denver Southeast Suburban Water and Sanitation District Interim Loan Request
On December 5, 2014, the Authority Board of Directors approved a $14,204,500 leveraged loan plus cost
of issuance for Denver Southeast Suburban Water and Sanitation District (the “District”). The project
consists of a new pump station and treatment building and new water lines connecting the new and
existing pump stations.
The Authority anticipates the funding of the District’s long-term leveraged loan with the Drinking Water
Revenue Bond 2015 Series A bond issue in the Spring of 2015. The District would like to begin
reimbursing soft costs and is in need for financing prior to the bond issue and is requesting an interim
loan in the amount of $1,500,000, for a term of no more than 2 years at an interest rate of 3.5%.
The District’s credit report was presented to the Board of Directors in December of 2014, and the District
did not need a rate increase based on the 2013 audited financials. The projected coverage ratio was 173%
using the full leveraged loan amount and of the twenty one current indicators calculated, 15 were strong,
two were average, and four were considered weak.
Staff recommends the Board approve the above-listed DWRF Interim loan request and authorize staff to
begin negotiating a DWRF Interim loan with Denver Southeast Suburban Water and Sanitation District in
the amount of $1,500,000. The Board will consider the District’s request on January 28, 2015.
Attachment:
Denver Southeast Suburban Water and Sanitation District’s Interim Loan Request
Denver Southeast Suburban Water and Sanitation District’s 2014 Credit Report
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DWRF LEVERAGED LOAN CREDIT REPORT
Denver Southeast Suburban Water & Sanitation District (“The District”), Douglas County
D.B.A. Pinery Water & Wastewater District
Recommendation:
Loan Request:
Interest Rate & Term:
Annual Debt Service:
Pledge:
Current Rate:
Estimated Rate Increase:
Project Budget
APPROVAL
$14,204,500
Estimated 3.0%, 20 years
$949,631
Water & Sewer System Revenue
$79.55(W), $40.90(S)
$0.00
$14,204,500
$14,204,500
DWRF Loan:
Total
PROJECT DESCRIPTION: This project consists of a new pump station and treatment building and new water lines
connecting the new and existing pump stations.
COMMUNITY PROFILE:
Denver SE Suburban WSD
District Population
Douglas County Population
Douglas County Jobs
Number of Water ERU
Number of Sewer taps
Assessed Value ($000)
Actual Value ($000)
2009
10,184
282,163
122,394
4,090
3,949
184,609
2010
10,279
287,124
123,048
4,128
3,972
194,234
2,049,762
2011
10,338
292,305
124,891
4,152
3,994
197,049
2,090,043
2012
10,373
298,167
129,681
4,166
4,051
163,525
1,825,656
2013
10,421
4,185
4,055
164,046
1,840,081
Avg. Annual
Change
0.46%
1.39%
1.46%
0.46%
0.53%
-2.33%
-2.66%
BORROWER BRIEF: Denver Southeast Suburban Water & Sanitation District serves several, mostly residential subdivisions
southeast of the Town of Parker, and is located approximately 27 miles southeast of downtown Denver along Colorado Highway 83.
Denver SES WSD MHI $98,551
2008‐2012 ACS
140
120
100
80
60
40
20
0
$58,244
Households
State MHI
Income in thousands
RECOMMENDATION: The District serves a suburban community in eastern Douglas County. This proposed loan is necessary to
replace the District’s main pump station and raw water treatment facility; and add a redundant main connecting said pump to existing
infrastructure. These improvements will increase system reliability and reduce water age. The District is in a strong financial position,
and will exceed coverage ratio and reserve requirements. We therefore recommend the DWRF Committee approve a $14,204,500 loan to
the Denver Southeast Suburban Water & Sanitation District.
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PROJECT SUMMARY:
System summary: The District currently treats water from alluvial wells along Cherry Creek (shallow wells) in addition to groundwater
from the Denver Basin aquifers (deep wells). In the Denver Basin, the District treats water from the Dawson and Arapahoe aquifers. Six
treatment facilities, eight pump stations, nine water supply reservoirs, and 31 wells serve the district. There are three service areas and
seven pressure zones.
Reason/need: The proposed project will help the District replace a critical water facility that is reaching the end of its useful service life
and reduce system weaknesses and inefficiencies while improving system redundancy. The upgrades will also improve distribution
system reliability and reduce water age.
System Compliance: System is currently in compliance.
Project Costs: $10,404,900 Transmission and Distribution, $3,200,000 Planning & Design, $599,600 Treatment.
CURRENT INDICATORS:
Total Debt per Capita ($):
Total + New Debt/Capita ($):
Total Debt/Tap ($):
Total Debt + New Debt/Tap ($):
Current W&S Debt/Tap ($):
Current W&S + New W&S Debt/Tap ($):
Total Debt/Assessed Value:
Total Debt + New W&S Debt/Assessed Value:
Total Debt/Actual Value:
Total Debt + New W&S Debt/Actual Value:
Curr. W&S Debt + New Debt/Tap/MHI:
W&S Fund Current Ratio (CA/CL):
W&S Fund Reserves/Current Expense:
W&S Operating Ratio (OR/OE):
Coverage Ratio (TR-OE)/DS:
Coverage Ratio (TR-OE)/DS Excluding Tap Fees:
Coverage Ratio with New Loan:
Coverage Ratio with New Loan Excluding Tap Fees:
Current Annual W&S Rates/MHI:
Current Water Rates + New Water Debt Service/MHI:
Operation and Maintenance Reserve:
2011
1,756
2012
1,656
4,372
4,122
4,372
4,122
9.21%
11%
0.87%
0.94%
632%
212%
171%
231%
184%
587%
227%
191%
320%
279%
2013
1,568
2,938
3,887
7,281
3,887
7,281
9.92%
19%
0.88%
1.66%
7.39%
432%
151%
166%
317%
250%
173%
136%
0.94%
1.17%
112%
TOTAL:
X
X
X
X
4
Weak
>$2,000
>$2,000
>$5,000
>$5,000
>$2,000
>$2,000
>50%
>50%
>10%
>10%
>20%
<100%
<50%
<100%
<110%
<110%
<110%
<110%
>3.0%
>3.0%
<25%
X
X
2
Average
$1,000 - 2,000
$1,000 - 2,000
$2,500-5,000
$2,500-5,000
$1,000 - 2,000
$1,000 - 2,000
25-50%
25-50%
5-10%
5-10%
10-20%
100-200%
50-100%
100-120%
110-125%
110-125%
110-125%
110-125%
1.5-3.0%
1.5-3.0%
25-50%
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Strong
<$1,000
<$1,000
<$2,500
<$2,500
<$1,000
<$1,000
<25%
<25%
<5%
<5%
<10%
>200%
>100%
>120%
>125%
>125%
>125%
>125%
<1.5%
<1.5%
>50%
15
FINANCIAL ANALYSIS: Of the twenty-one current indicators calculated, fifteen are rated strong, two are average and four are
considered weak. The weak indicators suggest a high debt burden, but the District’s relative affluence – strong MHI, actual value and
assessed value indicators – together with solid financial performance make the District a strong candidate for financing.
 Based on 2013 financial information, coverage with the proposed loan is a strong 173%.
 Tap fee revenue should continue for the foreseeable future. The subdivisions served by the District are predicted to grow, with
tap numbers maxing out at around 5,800, about 40% more than 2013.
 The PER did not specify any new costs to the District as a result of this project, except for possible additional training of
existing staff.
 Earlier in 2014, the District closed on a CWCB loan in the amount of $9,926,280, with a 30 year term and annual debt service
estimated at $506,431. With this additional debt, the indicators change to fifteen strong and six weak, but coverage ratio drops to
139% (including tap fee revenue), still higher than the 110% coverage ratio requirement.
DESCRIPTION OF THE LOAN: A $14,204,500 leveraged loan with a twenty year term, two payments annually at an interest rate
of 3% will cost the District approximately $949,631 in debt service annually.
ECONOMIC ANALYSIS: Based on a State Demographer estimate of 2.49 persons per tap, the District has a 2013 population
estimated at 10,421, and has grown 0.5% since 2009. Douglas County has experienced an increase of 4.3% in population since 2000,
growing from 180,510 to 298,167 in 2012. According to the American Community Survey, Douglas County is the sixth wealthiest
2
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county in the United States; the County is home to several large employers such as Boeing, Dish Network, Western Union, Charles
Schwab’s new consolidated Denver-area campus, and many others.
The District reports the largest area employers are Douglas County School District with 7,000 employees and KB Homes, which employs
1,430.
The largest revenue-generating water customers served by the District are three golf courses, of which Pinery Country Club accounts for
7.1% of usage and 4.4% of revenue, Colorado Golf Club which is 6.9% of usage and 3.9% of revenue, and Club at Pradera with 5.7% of
usage and 3.4% of revenue.
ORGANIZATIONAL ANALYSIS:
Bond Rating
The District’s debt has not been rated by Fitch, Moody's, or Standard & Poor’s in the last five years.
Section 37-60-126(2) C.R.S. (Water Conservation Planning)
The District adopted a water conservation plan in 2009.
Organizational Structure
The District is a Title 32, Article 1, special district governed by an elected board of directors and was organized in 1965. The District
provides water and wastewater services. Approximately 18 full-time employees staff the utility. The water utility is overseen by the
District Manager, who reports to the Board of Directors.
• The District has generally been in compliance with Colorado statutory budgeting and auditing requirements for the past five
years.
• The District maintains general liability insurance coverage through the Colorado Special Districts and Liability Pool.
• The District is currently involved in a legal dispute with Hydro-Resources – Rocky Mountain, Inc. concerning a hydraulic
fracturing (“fracking”) incident the District estimates caused $1,000,000 in damage. The mediating project engineer concluded
the fracking company was to blame, and that they must construct a new well and bear associated construction costs. HydroResources – Rocky Mountain, Inc. then sued the District for breach of contract for approximately $736,451; the District’s
attorney believes the company’s suit to be without merit and will pursue all necessary steps to ensure the District’s rights and
claims are protected.
• There have been no recall elections in the last ten years.
• CDPHE and DLG conducted a review of the Districts Technical, Managerial, and Financial capacity to operate the water
system. The review did not find any mandatory requirements.
Capital Improvement Plan
As part of the application process, the District submitted a capital improvement schedule, which anticipates capital outlay of $77,980,606
for mostly water system improvements over the next ten years, to be funded from a combination of financing and cash reserves,
depending on the circumstance. Through 2019, the majority of the projected $23,616,663 in water and sewer projects will be funded
through the 2014 CWCB loan, and potentially this loan.
Intergovernmental Agreements
In 2013 the District entered into the South Metro Water, Infrastructure, and Supply Efficiency (WISE) Authority. The agreement specifies
that the District will subscribe to an average of 500 acre-feet of renewable water from the WISE partnership and be responsible for a
portion of the capital construction costs, currently estimated at $10,900,000; the renewable water subscription is estimated to be a $55,000
annual expense. Subsequent to the December 31, 2013, audit, the District closed on a $9,926,280 CWCB loan; the new debt is a
component of total capital improvement plan costs mentioned above, and is described in both the Financial Analysis and Debt sections.
2005 Agreement with the Developer of the The Timbers subdivision to reimburse said developer for construction of a storage tank with a
portion of tap fees. $517,000 of the $800,000 cost to construct has been reimbursed as of the 2013 audit.
2004 Intergovernmental Agreement with the Town of Castle Rock for treatment of up to 0.29 MGD average annual flow of sewage from
the Liberty Village Service Area. As of the 2013 audit, 155 of the 1,245 possible residential taps had connected to District.
2004 Agreement with the Developers, sub-Developers, and Crowfoot Valley Metropolitan Districts 1 & 2, to treat the Metropolitan
Districts’ wastewater. The Developer was required to build an interceptor joining the Metro Districts to the wastewater treatment facility,
and pay an upfront cost of $3,100,000 to the District for the equivalent of 268 taps of wastewater capacity, and for golf course wastewater
taps. The agreement also stipulates the Developer has a letter of credit to ensure the District’s payment of this tap fee revenue.
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2002 Intergovernmental Agreement with Pinery West Metropolitan District wherein the developer who formed the metropolitan district
constructed infrastructure improvements and conveyed them to the District, and the District subsequently collects tap fees from property
owners to reimburse the developer for the actual costs without interest of said improvements. There are 108 remaining taps, and $819,072
to be remitted. The District also collects an $800 fee from property owners per dwelling unit to reimburse the Developer for construction
of the golf course.
REVENUE ANALYSIS:
In accordance with the District’s most recent fee study, rates are pegged to inflation. User fees have correspondingly risen over the last
several years, with revenue variation explained by increased irrigation needs during drought years, such as 2012.
Total fund reserves trended down in 2013 due to several well drillings and enhancements, as well as installation of raw water pipelines,
and other ongoing projects.
TRENDS
Monthly Water Rate ($)
Monthly Sewer Rate ($)
Residential Water Tap Fee ($)
Residential Sewer Tap Fee ($)
Total W&S Revenue ($)
Tap/Development Fees ($)
W&S Operating Revenue ($)
W&S Operating Expenses ($)
W&S Net Operating Income ($)
W&S Debt ($)
Total Debt ($)
W&S Debt Service ($)
W&S Debt Service/Tap/Month ($)
W&S Fund Reserves ($)
2009
Ratios
Operating Revenue as % of Total Revenue
Operating Revenue as % of Expenses
Tap Fee Revenue as % of Total Revenue
2011
75.18
38.63
23,804
8,339
7,380,501
720,231
6,593,024
3,850,021
2,743,003
18,152,132
18,152,132
1,525,427
30.62
11,404,160
2012
75.18
38.63
23,804
8,339
7,858,256
515,871
7,245,332
3,796,440
3,448,892
17,173,859
17,173,859
1,269,688
25.40
11,503,752
2013
77.25
39.71
24,518
8,589
7,600,426
768,014
6,617,459
3,981,843
2,635,616
16,267,440
16,267,440
1,141,122
22.72
7,754,433
2014
79.55
40.90
24,518
8,589
5,706,866
759,146
4,836,983
3,610,190
1,226,793
14,944,298
14,944,298
2,073,614
42.25
5,707,759
2010
73.63
37.80
21,735
9,660
7,159,418
1,018,782
6,032,987
3,895,966
2,137,021
19,545,815
19,545,815
2,105,494
42.50
11,377,640
2009
85%
134%
13%
2010
84%
155%
14%
2011
89%
171%
9.8%
2012
92%
191%
6.6%
2013
87%
166%
10%
Average
88%
163%
11%
$8,000,000
$7,000,000
$6,000,000
W&S Operating Revenue ($)
$5,000,000
$4,000,000
W&S Operating Expenses ($)
$3,000,000
W&S Net Operating Income ($)
$2,000,000
$1,000,000
$0
2009
2010
2011
2012
2013
4
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User Charges
The District’s current water rate is estimated at $79.55 compared to the 2013 estimated state average of $41.43. The District uses a
formula based on recommendations from a rate study, which is currently being revised. The District’s average monthly water rate is based
on average residential consumption of 17,700 gallons per month. Residential users pay a $33.54 base rate up to 3,000 gallons and a
volume charge of $3.13 per 1,000 gallons for consumption from 3,000 to 20,000 gallons. Base rates are based on consumption, as are
charges per thousand gallons. Base fees increase with tap size, non-residential use, and large irrigators (golf courses) are charged a special
fee.
The District’s current estimated average monthly residential sewer rate is $40.90 compared to the 2013 estimated state average of $22.61.
The District’s average monthly sewer rate is based on typical residential winter water consumption of 4,400 gallons per month.
Residential users pay a $40.90 flat rate for up to 9,000 gallons and a volume charge of $4.27 per 1,000 gallons for consumption exceeding
9,000. Base rates and flat rates are based on consumption. Larger tap sizes and higher consumption results in higher rates; uses are not
separated as in water fees.
Contributed Capital
Revenue from tap fees has ranged from $515,871 to $1,018,782 and has averaged 11% of total water and sewer revenue during the last
five years. The District updates its tap fees each year, based on Denver-Boulder-Greeley CPI.
 Residential water tap fees are $24,518 for a ¾” tap and increases to as much as $392,288 for a 3” tap.
 Residential sewer tap fees are $8,589 for a ¾” tap and increases to as much as $137,424 for a 3” tap.
Current System Utilization
Current Fee Summary
Residential
Revenue
(water only)
70.6%
83.6%
Non-residential (per EQR)
29.4%
Usage
Tap size
Water user/tap fees
Sewer user/tap fees
¾”
$79.55/$24,518
Dependent upon
consumption/$24,518
$40.90/$8,589
Dependent upon
consumption /$8,589
16.4%
¾”
DEBT as of December 31, 2013
Executed
Lender
Term End
Pledge
Outstanding
Interest Rate
Annual payment
2010
Refunding Note
2030
W&S
$9,643,859
3.95%
$753,650
2005
CWRPDA
2023
W&S
$3,525,000
3.35%
$340,800
2002
CWRPDA
2023
W&S
$4,005,000
3.21%
$469,790
2043
W&S
$9,926,280
3.00%
$506,431
New debt since December 31, 2013, audit
2014
CWCB
LOAN COVENANTS:
The District will have to meet the Authority’s 110% rate covenant, 3 month operations and maintenance reserve fund covenant and the
110% additional bonds test (if applicable) on an annual basis.
The District has met the Loan Covenants on its WPCRF leveraged loan dated 2002 and its DWRF leveraged loan dated 2005 with the
Authority for the last 5 years. The District has also had no debt service payment issues.
Project # 140310D
Cost Categories:
152: Treatment – 4%,
153 Transmission and Distribution 73%,
151 Planning and Design 23%
Prepared by:
Date:
Joseph McConnell
November 3, 2014
5
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November 3, 2014
DWRF Credit Report
Denver Southeast Water & Sanitation District, Douglas County, CO
Using most recent data available
(Census, audits, local records)
2012 Population (Estimated)
Number of Water Taps (or customers) - 2013
10,373
4,185
Total 2012 Assessed Valuation
$163,525,000
Total 2013 Assessed Valuation
$164,046,000
Actual Value of all Real Property (2012)
$1,825,656,000
Actual Value of all Real Property (2013)
$1,840,081,000
Median Household Income (MHI)
Monthly Water Rate (2013)
W&S Operating Revenue (2013)
W&S Total Revenue (2013) [May include non-operating revenue, such as
contributed capital, tap & system development fees, interest income, S.O.
tax and property tax. Excludes one-time capital grants.]
W&S Tap and System Development Fee Revenue (2013)
$98,551
$77.25
$6,617,459
$7,600,426
$768,014
W&S Operating Expense (2013)
$3,981,843
W&S Current Expense (2013)
$5,122,965
W&S Debt (2013)
$16,267,440
Total Debt (2013)
$16,267,440
W&S Reserves [2013 current assets minus current liabilities]
$7,754,433
All Fund Reserves [2013 current assets minus current liabilities]
$7,754,433
W&S Debt Service (2013)
$1,141,122
New W&S Debt (requested DWRF loan amount)
Requested DWRF Loan Term
Requested DWRF Loan Interest Rate
New Loan's Annual W&S Debt Service [two payments annually]
$14,204,500
20
3.00%
$949,631
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CurrentIndicators(2013)
DenverSoutheastSuburbanWater&SanitationDistrict
(W&SOnly)
1 Total Debt
$16,267,440 ÷ Population
10,373 =
$1,568
New Debt
$14,204,500 ÷ Population
10,373 =
$1,369
Total Debt + New Debt
$30,471,940 ÷ Population
10,373 =
$2,938
2 Total Debt
$16,267,440 ÷ Number of Taps
4,185 =
$3,887
New Debt
$14,204,500 ÷ Number of Taps
4,185 =
$3,394
Total Debt + New Debt
$30,471,940 ÷ Number of Taps
4,185 =
$7,281
3 Total Debt
$16,267,440 ÷ Assessed Value
$164,046,000 =
9.92%
New Debt
$14,204,500 ÷ Assessed Value
$164,046,000 =
8.66%
Total Debt + New Debt
$30,471,940 ÷ Assessed Value
$164,046,000 =
18.58%
4 Total Debt
$16,267,440 ÷ Actual Value
$1,840,081,000 =
0.88%
New Debt
$14,204,500 ÷ Actual Value
$1,840,081,000 =
0.77%
Total Debt + New Debt
$30,471,940 ÷ Actual Value
$1,840,081,000 =
1.66%
4,185 =
$3,887
5 Current W&S Debt
(Current W&S Debt + NewW&S
Debt)/Number of Taps
$16,267,440 ÷ Number of Taps
$7,281 ÷ MHI
$98,551
=
7.39%
$10,199,299 ÷ Current Liabilities
$2,363,294 =
432%
$7,754,433 ÷ Current Expenses
$5,122,965 =
151%
$6,617,459 ÷ Operating Expenses
$3,981,843 =
166%
6 Current Ratio [CA/CL]
Current Assets
7 Reserve/Expense Ratio
Reserves
8 Operating Ratio [OR÷OE]
Operating Revenues
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9 Coverage Ratio [(TR - OE)/DS]
Total Revenues
$7,600,426 -
minus Operating Expenses
$3,981,843
=
$3,618,583 ÷ Current Debt Service
$1,141,122 =
317%
$1,141,122 =
250%
Total Debt Service (with
new loan)
$2,090,753 =
173%
Total Debt Service (with
$2,850,569 ÷ new loan)
$2,090,753 =
136%
$1,141,122 ÷ Number of Taps
4185 =
$272.67
$949,631 ÷ Number of Taps
4185 =
$226.91
Coverage Ratio Excluding Tap &
10 Development Fee Revenue
$3,618,583
minus Tap and Dev. Fee Revenue
$768,014
=
$2,850,569 ÷ Current Debt Service
11 Projected Coverage Ratio
Total Revenues
$7,600,426
minus Operating Expenses
$3,981,843
=
Projected Coverage Excluding Tap &
12 Dev. Fee Revenue
$3,618,583
$3,618,583
minus Tap & Dev. Fee Rev.
$768,014
=
13 Current Debt Service
Annual New W&S Debt Service
2013 Annual Water Rate (monthly rate
14 x 12)
$926.98 ÷ MHI
$98,551 =
0.94%
2013 Annual W&S Rate + New Annual
Debt Service per Tap
$1,153.89 ÷ MHI
$98,551 =
1.17%
15 Current 2013 Monthly User Charge
$77.25
Debt Service on DWRF/2013 Taps/month
$18.91
Total
$96.16
16 Operation and Maintenance Reserve
Reserves
$4,466,695 ÷ Operating Expenses
$3,981,843 =
112%
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COLORADO WATER RESOURCES
AND
POWER DEVELOPMENT AUTHORITY
RESOLUTION NO. 15-02
A RESOLUTION PROVIDING FOR APPROVAL OF AN INTERIM LOAN
TO THE DENVER SOUTHEAST SUBURBAN WATER AND SANITATION DISTRICT
AND EXECUTION OF AN INTERIM LOAN AGREEMENT AND OF THE
NECESSARY DOCUMENTS THEREFOR
WHEREAS, the Authority was created to initiate, acquire, construct, maintain, repair, and
operate or cause to be operated, water management projects, which include drinking water
facilities, and to issue its bonds to pay the cost of such projects; and
WHEREAS, the Authority anticipates issuing its Drinking Water Revenue Bond Series 2015A
bonds in calendar year 2015, for the purpose, among others, of financing the costs of a Drinking
Water Revolving Fund project of the Denver Southeast Suburban Water and Sanitation District
(the “Governmental Agency”);
WHEREAS, the Governmental Agency has submitted an Application for an interim loan, in
anticipation of participating in the Authority's Drinking Water Revenue Bond Series 2015A bond
issue later in 2015;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Colorado
Water Resources and Power Development Authority:
1.
The proposed interim loan to the Governmental Agency in an amount not to
exceed $1,500,000 is approved subject to the terms and conditions set forth on the
attached Exhibit A;
2.
The Executive Director and Assistant Secretary are authorized and directed to
execute the Loan Agreement and any other necessary and reasonable documents
for the proposed interim loan with such changes as they may approve prior to the
loan closing in order to consummate the interim loan approved hereby.
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CERTIFICATE
The undersigned officers of the Board of Directors of the Colorado Water Resources and
Power Development Authority do hereby certify that the above Resolution No. 15-02 was
adopted by the Colorado Water Resources and Power Development Authority at a regular
meeting of the Board of Directors with a quorum present in Denver, Colorado on January 28,
2015.
____________________________________
Chair
____________________________________
Secretary
ATTEST
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EXHIBIT A
Borrower:
Denver Southeast Suburban Water and Sanitation District
Project:
This project consists of a new pump station, treatment building and
new water lines connecting the new and existing pump stations.
Pledge:
Water & Sewer System Revenue
Loan Term:
No more than 2 years
Interest Rate:
3.5%
Amount not to exceed:
$1,500,000
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COLORADO WATER RESOURCES &
POWER DEVELOPMENT AUTHORITY
Logan Tower Bldg - Suite 620, 1580 Logan Street, Denver, Colorado 80203-1942
303/830-1550 · Fax 303/832-8205 · [email protected]
MEMORANDUM
January 28, 2015
TO:
Board of Directors and Karl Ohlsen
FROM:
Keith McLaughlin, Finance Director
RE:
Update on Project and Matching Account Fund Investments
The Authority has historically used over collateralized repurchase agreements as its investment vehicle to
hold the majority of the project and matching account funds for its WPCRF and DWRF leveraged loan
programs. Authority staff continues to monitor the ratings of the providers of these agreements and
reports that there were no ratings or outlook changes since the last Board meeting.
On a monthly basis, Staff monitors the collateral posted as security for these agreements and can report
that all of the agreements are in compliance with the required collateral percentages and eligible
securities.
Updated spreadsheets showing the current project and matching account investments and investment
provider ratings are attached.
Attachment:
Updated WPCRF and DWRF Project and Matching Accounts spreadsheet
Investment Provider Ratings spreadsheet
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Investment of DWRF and WPCRF
Project and Matching Accounts
16-Jan-15
Investment Provider
Societe General
Assured Guaranty Municipal Corp.*
Trinity
Citigroup**
AIG
Portigon AG***
Repurchase Totals
Matching &
Project Account
Balance
$
$
$
$
$
$
$
11,949,285
21,326,984
9,917,893
14,377,412
20,078,553
216,165
77,866,292
% of Total
Matching &
Project
Accounts
Number of
Repurchase
Agreements
5.92%
10.57%
4.92%
7.13%
9.96%
0.11%
38.61%
1
3
3
2
4
1
14
* Formerly known as FSA
** The clean water 1997A and 2002A repurchase agreements were assigned from Salomon to Citigroup
***Formerly known as Westdeutsche Landesbank Girozentrale
SLGS*
COLOTRUST/Federated Prime
Total
Grand Total
$
$
$
92,169,562
31,643,535
123,813,097
45.70%
15.69%
61.39%
$
201,679,389
100%
* All T-bonds have matured
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Investment Provider Ratings Spreadsheet
January 16, 2015
Investment Provider
Societe Generale
Assured Guaranty Municipal Corp.¹
Trinity
AIG
Citigroup² (senior debt)
Portigon AG³
Moody's Rating
A2
A2
A1
Baa1
Baa2
Aa1
Moody's Outlook
Negative
Stable
Stable
Stable
Stable
Stable
S&P Rating
A
AA
AA+
AANR
S&P Outlook
Negative
Stable
Stable
Stable
Negative
N/A
Fitch
Rating
A
NR
NR
A-⁴
A
A+
Fitch Outlook
Negative
N/A
N/A
Stable
Stable
Stable
¹Formerly known as FSA
²The clean water 1997A and 2002A repurchase agreements were assigned from Salomon to Citigroup
³Formerly known as Westdeutsche Landesbank Girozentrale
⁴Fitch does not directly rate AIG Matched Funding Corp. However, the Issuer Default Rating for its parent company, AIG International Group, Inc., is A-.
Negative Outlook - Means there is a 1 in 3 chance that ratings could be cut in the next 18-24 months
Negative Watch - Means there is a 1 in 2 chance that ratings could be downgraded in the next 3 months
Postive - Means that the rating is likely to be upgraded over a 1 to 2 year period
NR - Not rated
WD - Rating withdrawn
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SET ASIDE UPDATE
January 20, 2015
Program
Admin
Admin
Admin
Admin
Admin
Grant Year
1997-2011
2009 ARRA
2012
2013
2014³
Totals
Grant Amount
$8,392,464
$1,374,080
$636,800
$0
$1,213,240
$11,616,584
Funds
Remaining
$0
$0
$39,116
$0
$1,213,240
$1,252,356
SSTTA
SSTTA
SSTTA
1997-2012²
2013
2014
Totals
$4,920,140
$298,740
$307,880
$5,526,760
$0
$98,554
$307,880
$406,434
100%
67%
0%
93%
PWSS
PWSS
PWSS
PWSS
2000-2011
2012
2013
2014
Totals
$13,965,528
$1,592,000
$1,493,700
$1,539,400
$18,590,628
$0
$62,125
$1,493,700
$1,539,400
$3,095,225
100%
96%
0%
0%
83%
Cap. Development
Cap. Development
Cap. Development
Cap. Development
1997¹-2011
2012
2013
2014
Totals
$16,355,681
$1,592,000
$1,493,700
$1,539,400
$20,980,781
$0
$260,242
$1,493,700
$1,539,400
$3,293,342
100%
84%
0%
0%
84%
Well Head
Well Head
Well Head
Well Head
Well Head
1997-2010
2011
2012
2013
2014
Totals
$7,616,217
$835,250
$796,000
$746,850
$769,700
$10,764,017
$0
$460,912
$796,000
$746,850
$769,700
$2,773,462
100%
45%
0%
0%
0%
74%
SWAP
1997¹
$1,660,065
$0
100%
¹Unused SWAP 1997 funds of $18,345 were transferred into the Capacity Development 1997 funds.
²Unused funds of $281,532 from the 1997 SSTTA grant were transferred
into the DWRF loan funds. Includes $287,000 banked from the 2008
3
Includes $597,480 banked from the 2013 grant.
% Complete
100%
100%
94%
0%
0%
89%
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COLORADO WATER RESOURCES &
POWER DEVELOPMENT AUTHORITY
Logan Tower Bldg - Suite 620, 1580 Logan Street, Denver, Colorado 80203-1942
303/830-1550 · Fax 303/832-8205 · [email protected]
MEMORANDUM
January 22, 2015
TO:
FROM:
Board of Directors and Karl Ohlsen
Keith McLaughlin, Finance Director
Wesley Williams, Financial Analyst
RE:
Town of Ault’s Additional Bonds Test (“ABT”) Reduction Request
The Town of Ault (the “Town”) was approved for a WPCRF direct loan on December 5, 2014, for
$2,000,000 at a 2% interest rate for a term of 20 years, with the condition that if and when the 2015 Green
Project reserve is available the Loan Agreement will be amended to reduce the interest rate to 0%. The
Town’s loan is considered a categorically “Green Project” as the eligible green elements account for more
than 20% of the Project costs but, at the time of loan approval, the 2014 Green Project reserve was fully
allocated.
During the 2014 WPCRF principal forgiveness funding cycle, only the top two projects were funded and
the Town of Ault prioritized third on the list and did not receive principal forgiveness. In addition, the
Town applied for the small community’s block grant program but did not prioritize for funds from this
program as well.
The Town executed a WPCRF direct loan on March 30, 2006 in the amount of approximately $1.4m,
with a remaining balance of $862k. This loan requires that prior to the issuance of any additional parity
debt that it meets a 120% Additional Bonds Test (“ABT”).
Attached is the Town’s letter to the Board requesting a reduction in the Additional Bonds Test from 120%
to 110% and states that the reduction would provide relief for the Town’s rate payers and would
contribute to the successful completion of the wastewater treatment facility improvements. The Town is a
smaller community with limited resources and is very sensitive to rate increases. If the Board approves
the ABT reduction request, the rate increase for the Town would decrease from $12.78 (2% interest
w/120% ABT) to $9.77 (2% interest w/110% ABT). It appears that 2015 Green Project reserve funds will
become available in which case the Town would receive a 0% interest rate and the rate increase needed to
meet the ABT would decrease to $8.93 (0% interest w/ 120% ABT) or $6.23 (0% interest w/ 110% ABT).
Staff recommends that the Board approve a one-time reduction to the Town’s Additional Bonds Test to
110%.
Note: The Additional Bonds Test for direct loans was discussed at the December Board meeting and this
topic will be placed on the March Program Review Committee agenda.
Attachment:
Town of Ault’s Additional Bonds Test reduction request
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COLORADO WATER RESOURCES AND POWER DEVELOPMENT AUTHORITY
CLEAN WATER REFUNDING REVENUE BONDS, 2015 SERIES A
________________________
FIRST SUPPLEMENTAL REVENUE BOND RESOLUTION
Resolution No. 15-03
Adopted January 28, 2015
56134745.1
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FIRST SUPPLEMENTAL REVENUE BOND RESOLUTION AUTHORIZING
CLEAN WATER REFUNDING REVENUE BONDS, 2015 SERIES A
Be It Resolved by the Board of Directors of Colorado Water Resources and
Power Development Authority as follows;
ARTICLE I.
DEFINITIONS AND STATUTORY AUTHORITY
SECTION 101.
Supplemental Resolution. This resolution is supplemental
to, and is adopted in accordance with, Article II and Article X of, a resolution adopted by the
Authority on January 30, 2013, entitled “2013 Supplemental Water Pollution Control Revolving
Fund Revenue Bond Resolution”.
SECTION 102.
Definitions. 1. All terms which are defined in Section 101
of the 2013 Supplemental Water Pollution Control Revolving Fund Revenue Bond Resolution
shall have the same meanings, respectively, in this First Supplemental Revenue Bond Resolution
as such terms are given in said Section 101 of the 2013 Supplemental Water Pollution Control
Revolving Fund Revenue Bond Resolution.
2.
In this First Supplemental Revenue Bond Resolution:
“Details Certificate” means the certificate of an Authorized Officer of the
Authority delivered pursuant to this First Supplemental Revenue Bond Resolution,
setting forth certain terms and provisions of the 2015 Series A Bonds, as such Certificate
may be amended or supplemented.
“2013 Series A Bonds” means the Authority’s Clean Water Refunding
Revenue Bonds, 2013 Series A
“2015 Series A Bonds” means the Authority’s Clean Water Refunding
Revenue Bonds, 2015 Series A, authorized by Article II of this First Supplemental
Revenue Bond Resolution.
SECTION 103.
Authority for this First Supplemental Revenue Bond
Resolution. This First Supplemental Revenue Bond Resolution is adopted pursuant to the
provisions of the Act.
ARTICLE II.
AUTHORIZATION OF 2015 SERIES A BONDS
SECTION 201.
Principal Amount, Designation and Series. Pursuant to
the provisions of the Bond Resolution, a Series of Bonds entitled to the benefit, protection and
security of such provisions is hereby authorized in the aggregate principal amount not to exceed
56134745.1
1
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$120,000,000 and shall be designated as, and shall be distinguished from the Bonds of all other
Series by the title, “Clean Water Refunding Revenue Bonds, 2015 Series A”.
SECTION 202.
Purpose and Determination as to Financing. The purpose
for which the 2015 Series A Bonds are being issued is to refund all or a portion of the Prior
Resolutions Bonds described in Section 213 The specific Prior Resolutions Bonds to be
refunded shall be set forth in the Details Certificate.
SECTION 203.
Date, Maturities and Interest Rate of 2015 Series A
Bonds. 1. The 2015 Series A Bonds shall be dated the date of delivery and shall bear interest
from their date, except as otherwise provided in Section 301 of the Bond Resolution. Any 2015
Series A Bonds issued prior to the first interest payment date shall be dated the date of initial
delivery of the 2015 Series A Bonds.
2.
The 2015 Series A Bonds shall mature on the dates and in the principal
amounts, and shall bear interest at the rates, payable on March 1 and September 1 of each year,
commencing on the first March 1 or September 1 following the initial delivery of the 2015 Series
A Bonds, as provided in the Details Certificate relating to the 2015 Series A Bonds.
3.
The 2015 Series A Bonds shall have such redemption provisions
(including Sinking Fund Installments), if any, as shall be set forth in the Details Certificate
relating to the 2015 Series A Bonds. Notwithstanding anything contained in the Bond
Resolution to the contrary, the Authority may provide that any notice of redemption may be
cancelled prior to the designated date of redemption by giving written notice of such cancellation
to all parties who were given notice of redemption in the same manner as such notice was given.
SECTION 204.
Denomination, Numbers, Letters and Execution. The
2015 Series A Bonds shall be issued in registered form in the denominations of $5,000 or any
integral multiples of $5,000. Unless the Authority shall otherwise direct, the 2015 Series A
Bonds shall be numbered separately from one upward preceded by the letter “R” prefixed to the
number. The 2015 Series A Bonds may be executed by the manual or facsimile signatures of the
Executive Director or other Authorized Officer of the Authority.
SECTION 205.
Place of Payment and Paying Agent. The principal of the
2015 Series A Bonds shall be payable at the corporate trust operations office in Minneapolis,
Minnesota of Wells Fargo Bank, National Association and interest on the 2015 Series A Bonds
shall be payable by check of the Trustee. The principal of and interest on all 2015 Series A
Bonds shall also be payable at any other place which may be provided for such payment by the
appointment of any other Paying Agent or Paying Agents as permitted by the Bond Resolution.
SECTION 206.
Parameters of the 2015 Series A Bonds. 1. The following
provisions are applicable to the sale and issuance of the 2015 Series A Bonds:
(a)
The 2015 Series A Bonds shall be sold to the hereinafter defined
Underwriters or sold at public bid at an aggregate underwriters’ discount or compensation
that shall not exceed two percent (2.0%) of the principal amount of the 2015 Series A
Bonds;
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(b)
The final maturity of the 2015 Series A Bonds shall not be later than
September 1, 2038, and no maturity of the 2015 Series A Bonds shall have an interest
rate greater than 6%;
(c)
The present value savings for refunding any series of the Prior Resolutions
Bonds to be refunded, if any, shall not be less than three percent (3.0%) of the principal
amount of each series of Prior Resolutions Bonds to be refunded,
(d)
The net interest cost on the 2015 Series A Bonds shall not exceed 6.00%;
and
(e)
The Authority shall determine if the 2015 Series A Bonds are to be sold
pursuant to a competitive bid process or through a negotiated sale.
2.
The information set forth in each of the clauses of subsection 1 of this
Section 206 as well as the principal amount and maturities of the 2015 Series A Bonds shall be
set forth in the Details Certificate related to the 2015 Series A Bonds.
SECTION 207.
Application of Proceeds of 2015 Series A Bonds. The
proceeds of the 2015 Series A Bonds, shall be applied simultaneously with the delivery of the
2015 Series A Bonds, as follows:
(1)
There shall be deposited in the Refunding Matching Account, an
amount, which when added to the amount on deposit in the Refunding Matching Account, shall
equal the Matching Account Requirement calculated immediately after authentication and
delivery of the 2015 Series A Bonds;
(2)
There shall be deposited with the trustee for deposit in the Debt
Service Funds created under the Prior Resolutions or for application pursuant to the Escrow
Agreement, the amounts, as set forth in the order to the Trustee to authenticate and deliver the
2015 Series A Bonds, which are necessary to provide for the payment of the principal, interest
and redemption premium, if any, on the Prior Resolutions Bonds to be refunded; and
(3)
The remaining balance of the proceeds shall be deposited in the
Cost of Issuance Fund. Any amounts remaining in said Cost of Issuance Fund after all costs of
issuance have been paid shall be transferred to the Debt Service Fund.
SECTION 208.
Book Entry Bonds. 1. The Authority hereby determines
that the 2015 Series A Bonds shall be in “book entry” form. The Underwriters have informed
the Authority that the owner of the 2015 Series A Bonds shall be Cede & Co., on behalf of DTC,
which shall hold one or more immobilized certificates representing each maturity of the 2015
Series A Bonds. All transfers of 2015 Series A Bonds shall be effected as set forth in the
Resolution; provided that the Authority understands and agrees that DTC shall establish
procedures with its participants for recording and transferring the ownership of beneficial
interests in the 2015 Series A Bonds. The Authority may enter into a letter of representation and
other documentation necessary or desirable to effectuate the issuance of the 2015 Series A Bonds
in book entry form.
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2.
For purposes of determining the consents of holders of the 2015 Series A
Bonds under the Bond Resolution, the Trustee shall establish a record date for determination of
ownership of such Bonds, and shall give to DTC or any successive securities depository at least
fifteen (15) calendar days’ notice of any record date so established.
3.
The Authority may hereafter amend this First Supplemental Revenue
Bond Resolution without notice to or consent of the holders of any of the 2015 Series A Bonds in
order (i) to offer to holders the option of receiving 2015 Series A Bonds in certificated form or
(ii) to require the execution and delivery of certificates representing a portion or all of the 2015
Series A Bonds, (A) if DTC shall cease to serve as depository and no successor can be found to
serve upon terms satisfactory to the Authority, or (B) if the Authority determines to terminate use
of book-entry form for the 2015 Series A Bonds.
SECTION 209.
Form of 2015 Series A Bonds. The form of 2015 Series A
Bonds and Trustee’s Authentication Certificate subject to the provisions of the Bond Resolution,
shall be of substantially the following tenor:
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[FORM OF 2015 SERIES A BOND]
UNITED STATES OF AMERICA
STATE OF COLORADO
COLORADO WATER RESOURCES AND POWER DEVELOPMENT AUTHORITY
CLEAN WATER REFUNDING REVENUE BONDS, 2015 SERIES A
AS PROVIDED IN THE RESOLUTION REFERRED TO HEREIN, UNTIL THE
TERMINATION OF THE SYSTEM OF BOOK-ENTRY-ONLY TRANSFERS THROUGH THE
DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK (TOGETHER WITH ANY SUCCESSOR
SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE RESOLUTION, “DTC”), AND
NOTWITHSTANDING ANY OTHER PROVISION OF THE RESOLUTION TO THE CONTRARY, A
PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT
SURRENDER HEREOF TO THE PAYING AGENT. DTC OR A NOMINEE, TRANSFEREE OR
ASSIGNEE OF DTC OF THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED
HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THE PRINCIPAL
AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT
DETERMINED IN THE MANNER PROVIDED IN THE RESOLUTION.
UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED OFFICER OF DTC
(A) TO THE TRUSTEE, AS REGISTRAR, FOR REGISTRATION OF TRANSFER OR EXCHANGE OR
(B) TO THE PAYING AGENT FOR PAYMENT OF PRINCIPAL OR REDEMPTION PRICE OR
PREMIUM, AND ANY BOND ISSUED IN REPLACEMENT HEREOF OR SUBSTITUTION THEREFOR
IS REGISTERED IN THE NAME OF DTC OR ITS NOMINEE OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO
DTC OR ITS NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE ONLY THE REGISTERED
OWNER HEREOF, CEDE & CO., AS NOMINEE OF DTC, HAS AN INTEREST HEREIN.
Number
Dated Date:
Interest Rate
%
CUSIP
_______________
Maturity Date:
Registered Owner: Cede & Co.
Principal Sum:
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COLORADO WATER RESOURCES AND POWER DEVELOPMENT
AUTHORITY (the “Authority”), a body corporate and political subdivision of the State of
Colorado created and existing under the laws of the State of Colorado, acknowledges itself
indebted to, and for value received hereby promises to pay to Registered Owner or registered
assigns, on the Maturity Date stated hereon, but solely from the funds pledged therefor, upon
presentation and surrender of this bond, at the corporate trust operations office in Minneapolis,
Minnesota, of Wells Fargo Bank, National Association (such bank and any successors thereto
being herein called the “Trustee” or “Paying Agent”) or such other place as the Paying Agent
may determine, the Principal Sum stated hereon in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of public and private debts,
and to pay from such pledged funds on March 1 and September 1 in each year, commencing
___________, 2015, until the Authority’s obligation with respect to the payment of such
Principal Sum shall be discharged to the Registered Owner hereof, interest from the Dated Date
hereof or from the March 1, or September 1, as the case may be, next preceding the date of
authentication to which interest has been paid or provided for unless such date of authentication
is a date to which interest has been paid or provided for, in which case from such date or if such
date of authentication is prior to the first interest payment date, in which case from the Dated
Date, on such Principal Sum by check or draft of the Trustee mailed to such Registered Owner
who shall appear as of the fifteenth (15th) day of the month (or if such day shall not be a
Business Day, the preceding Business Day) next preceding such interest payment date on the
books of the Authority maintained by the Trustee.
It is hereby certified and recited that all conditions, acts and things required by
law and the Resolution to exist, to have happened and to have been performed precedent to and
in the issuance of this bond, exist, have happened and have been performed and that the Series of
Bonds of which this is one, together with all other indebtedness of the Authority, complies in all
respects with the applicable laws of the State of Colorado, including, particularly, the Act.
This bond shall not be entitled to any benefit under the Resolution or be valid or
become obligatory for any purpose until this bond shall have been authenticated by the execution
by the Trustee of the Trustee’s Certificate of Authentication hereon.
The terms and provisions of this bond and definitions of certain terms used herein
may be continued on the reverse side of this bond and such continued terms and provisions and
definitions shall for all purposes have the same effect as though fully set forth on the front of this
bond.
This bond is one of a duly authorized Series of Bonds of the Authority designated
“Clean Water Refunding Revenue Bonds, 2015 Series A” (herein called the “2015 Series A
Bonds”), in the aggregate principal amount of $__________ issued and in full compliance with
the Constitution and statutes of the State of Colorado, and particularly the “Colorado Water
Resources and Power Development Authority Act”, being Section 37-95-101 et seq. of the
Colorado Revised Statutes, as amended and supplemented (herein called the “Act”), and under
and pursuant to a resolution adopted by the Authority on January 30, 2013 entitled “2013
Supplemental Water Pollution Control Revolving Fund Revenue Bond Resolution” (said
Resolution, as supplemented by a supplemental resolution authorizing the 2015 Series A Bonds,
herein called the “Resolution”).
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As provided in the Resolution, the 2015 Series A Bonds, and all other bonds
issued on a parity with the 2015 Series A Bonds under the Resolution (herein collectively called
the “Bonds”), are direct and special obligations of the Authority payable solely from and secured
as to payment of the principal or Redemption Price thereof, and interest thereon, in accordance
with their terms and the provisions of the Resolution solely by the Trust Estate (as defined in the
Resolution), subject only to the provisions of the Resolution permitting the application thereof
for the purposes and on the terms and conditions set forth in the Resolution. The Trust Estate
under the Resolution includes certain of the right, title and interest on the Authority in the Loan
Agreements, the Revenues and certain funds and accounts applicable thereto, including
Investment Securities held in any such funds or accounts, together with all proceeds and
revenues of the foregoing and all of the Authority’s right, title and interest in and to the
foregoing and all other moneys, securities or funds pledged for the payment of the principal or
Redemption Price of, and interest on, the Bonds in accordance with the terms and provisions of
the Resolution. Copies of the Resolution are on file at the office of the Authority at the above
mentioned office of the Trustee, and reference is hereby made to the Act and to the Resolution
and any and all supplements thereto and modifications and amendments thereof for a description
of the pledge and assignment and covenants securing the Bonds, the nature, extent and manner of
enforcement of such pledge, the rights and remedies of the holders of the Bonds with respect
thereto, the terms and conditions upon which the Bonds are issued and may be issued thereunder,
the terms and provisions upon which this bond shall cease to be entitled to any lien, benefit or
security under the Resolution and for the other terms and provisions thereof. All duties,
covenants, agreements and obligations of the Authority under the Resolution with respect to this
bond may be discharged and satisfied at or prior to the maturity or redemption of this bond if
moneys or certain specified securities shall have been deposited with the Trustee.
As provided in the Resolution, Bonds may be issued from time to time pursuant to
Supplemental Resolutions in one or more Series, in various principal amounts, may mature at
different times, may bear interest at different rates and may otherwise vary as in the Resolution
provided. The aggregate principal amount of Bonds which may be issued under the Resolution
is not limited, and all the Bonds issued and to be issued under the Resolution are and will be
equally secured by the pledge and covenants made therein, except as otherwise expressly
provided or permitted in the Resolution.
To the extent and in the manner permitted by the terms of the Resolution, the
provisions of the Resolution, or any resolution amendatory thereof or supplemental thereto, may
be modified or amended by the Authority, with the written consent of the holders of at least a
majority in principal amount of the Bonds Outstanding under the Resolution at the time such
consent is given, and, in case less than all of the several Series of Bonds then Outstanding are
affected thereby, with such consent of at least a majority in principal amount of the Bonds of
each Series so affected and Outstanding; provided, however, that, if such modification or
amendment will, by its terms, not take effect so long as the Bonds of any specified like Series A
and maturity remain Outstanding under the Resolution, the consent of the holders of such Bonds
shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of
the calculation of Outstanding Bonds. No such modification or amendment shall permit a
change in the terms of redemption (including sinking fund installments) or maturity of the
principal of any Outstanding Bond or of any installment of interest thereon or a reduction in the
principal amount or Redemption Price thereof or in the rate of interest thereon without the
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consent of the holder of such Bond, or shall reduce the percentages or otherwise affect the
classes of Bonds the consent of the holders of which is required to effect any such modification
or amendment, or shall change or modify any of the rights or obligations of the Trustee or of the
Paying Agent without its written assent thereto.
This bond is transferable, as provided in the Resolution, only upon the books of
the Authority kept for that purpose at the above mentioned office of the Trustee, as Bond
Registrar, by the Registered Owner hereof in person, or by such Registered Owner’s attorney
duly authorized in writing, upon surrender of this bond together with a written instrument of
transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or such
Registered Owner’s duly authorized attorney, and thereupon a new fully registered Bond or
Bonds in the same aggregate principal amounts, shall be issued to the transferee in exchange
therefor as provided in the Resolution, and upon payment of the charges therein prescribed. The
Authority, the Trustee and the Paying Agent may deem and treat the Registered Owner as the
absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or
Redemption Price hereof and interest due hereon and for all other purposes.
The 2015 Series A Bonds are issuable in the form of fully registered bonds
without coupons in the denomination of $5,000 or any integral multiple of $5,000.
The 2015 Series A Bonds maturing on or after __________ shall be subject to
redemption prior to their respective maturity dates, on or after __________, at the option of the
Authority, either in whole, or in part randomly within a maturity from maturities selected by the
Authority, on any date, at a Redemption Price equal to the principal amount of the 2015 Series A
Bonds to be redeemed, in each case together with accrued interest thereon to the date fixed for
redemption.
The 2015 Series A Bonds stated to mature on __________ and __________ are
also subject to mandatory partial redemption by the Trustee in the amounts and at the times set
forth in the Resolution at a Redemption Price equal to 100% of the principal amount thereof plus
accrued interest thereon. The Resolution provides for the making of deposits in the Debt Service
Fund established under the Resolution to provide Sinking Fund Installments sufficient to pay the
principal amount of 2015 Series A Bonds so redeemed; but if the Trustee is obligated to call such
2015 Series A Bonds for mandatory redemption in any event, the 2015 Series A Bonds so called
shall be treated (except for initial source of payment) as if they matured and were stated to
mature on the date they were called for redemption and the final payment of said 2015 Series A
Bonds may not be extended beyond such date without loss of the security provided by the
Resolution. Such Sinking Fund Installments may be reduced as a result of the redemption of
2015 Series A Bonds in accordance with the provisions of the Resolution.
The 2015 Series A Bonds are payable upon redemption at the above mentioned
office of the Paying Agent. Notice of redemption, setting forth the place of payment, shall be
mailed by the Trustee, postage prepaid, not less than thirty (30) days nor more than sixty (60)
days prior to the redemption date, to the registered owners of any such Bonds or portions of such
Bonds which are to be redeemed, at their last addresses, if any, appearing upon the registry
books, all in the manner and upon the terms and conditions set forth in the Resolution. If notice
of redemption shall have been mailed as aforesaid, the 2015 Series A Bonds or portions thereof
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specified in said notice shall become due and payable on the redemption date therein fixed, and
if, on the redemption date, moneys for the redemption of all the 2015 Series A Bonds and
portions thereof to be redeemed, together with interest to the redemption date, shall be available
for such payment on said date, then from and after the redemption date interest on such Bonds or
portions thereof so called for redemption shall cease to accrue and be payable. Failure of the
registered owner of any such Bonds which are to be redeemed to receive any such notice shall
not affect the validity of the proceedings for the redemption of Bonds.
The principal or Redemption Price of, and interest on, the 2015 Series A Bonds
are payable solely from the Trust Estate and neither the State of Colorado nor any political
subdivision thereof, other than the Authority, is obligated to pay the principal or Redemption
Price of, or interest on, this bond and the issue of which it is one and neither the full faith and
credit nor the taxing power of the State of Colorado or any political subdivision thereof is
pledged to the payment of the principal or Redemption Price of, or interest on, this bond or the
issue of which it is one.
IN WITNESS WHEREOF, COLORADO WATER RESOURCES AND
POWER DEVELOPMENT AUTHORITY has caused this bond to be executed in its name
and on its behalf by the manual or facsimile signature of its Executive Director, and its seal to be
impressed, imprinted, engraved or otherwise reproduced hereon, and attested by the manual or
facsimile signature of its Assistant Secretary, all as of the Dated Date hereof.
(SEAL)
COLORADO WATER RESOURCES AND
POWER DEVELOPMENT AUTHORITY
By:
Executive Director
Attest:
Assistant Secretary
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SECTION 210.
Tax Covenant. The Authority shall comply with each
requirement of the Code necessary to maintain the exclusion of interest on the 2015 Series A
Bonds from gross income for federal income tax purposes. In furtherance of the covenant
described in the preceding sentence, the Authority shall comply with the provisions of the Tax
and Nonarbitrage Certificate (a “Tax Certificate”) executed by the Authority on the date of initial
issuance and delivery of the 2015 Series A Bonds, as such Tax Certificate may be amended from
time to time, as a source of guidance for achieving compliance with the Code. Notwithstanding
any other provision of the Resolution to the contrary, the covenants contained in this paragraph
shall survive the payment of the 2015 Series A Bonds and the interest thereon, including any
payment or defeasance thereof pursuant to the Resolution, for as long as necessary to maintain
the exclusion from gross income of the interest on the 2015 Series A Bonds for federal income
tax purposes.
SECTION 211.
Authorization of Various Documents. 1. If the Authority
determines to have the 2015 Series A Bonds sold at a negotiated sale, the sale of the 2015 Series
A Bonds to the Underwriters (the “Underwriters”) listed in the Purchase Contract between the
Authority and the Underwriters to be dated the date of the sale of the 2015 Series A Bonds (the
“Bond Purchase Agreement”), on the terms and conditions set forth in the Bond Purchase
Agreement that was utilized for the sale of the 2013 Series A Bonds, is hereby authorized. The
Bond Purchase Agreement is hereby approved in the form that was utilized for the sale of the
2013 Series A Bonds; and each Authorized Officer be, and each is, authorized on behalf of the
Authority to execute the Bond Purchase Agreement and to deliver it to the Underwriters.
2.
In the event that the Authority determines to have the 2015 Series A
Bonds sold at a competitive sale, the Notice of Sale (the “Notice of Sale”) substantially in the
form utilized in connection with the sale of the Authority’s Clean Water Revenue Bonds, 2014
Series A is hereby authorized.
3.
The Escrow Agreement, to be dated the date of delivery of the 2015 Series
A Bonds, between the Authority and the Trustee, as escrow agent, is hereby authorized in the
form that was utilized for the sale of the 2013 Series A Bonds; and each Authorized Officer be,
and each is, authorized on behalf of the Authority to execute the Escrow Agreement and to
deliver it to the Trustee.
4.
The distribution of the Preliminary Official Statement (the “Preliminary
Official Statement”) by the Authority and the Underwriters is hereby authorized in the form
utilized for the sale of the 2013 Series A Bonds.
5.
The draft form Official Statement of the Authority relating to the 2015
Series A Bonds to be dated the date of the sale of the 2015 Series A Bonds (the “Official
Statement”) is hereby approved in the form of the Preliminary Official Statement that was
utilized for the sale of the 2013 Series A Bonds with such changes to the Preliminary Official
Statement as is necessary to reflect the terms of the 2015 Series A Bonds and each Authorized
Officer, and each is, authorized on behalf of the Authority to execute the Official Statement with
such other changes therein as shall be approved by General Counsel to the Authority and shall
deliver the Official Statement to the Underwriters.
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6.
The proper officers of the Authority are authorized in the name and on
behalf of the Authority, to take any and all action which they deem necessary or advisable in
order to effect the registration or qualification (or exemption therefrom) of the 2015 Series A
Bonds, for issue, offer, sale or trade under the Blue Sky or securities laws of any of the States of
the United States of America and in connection therewith to execute, acknowledge, verify,
deliver, file or cause to be published any applications, reports, consents of service of process,
appointments of attorneys to receive service of process and other papers and instruments which
may be required under such laws, and to take any and all further action which they may deem
necessary or advisable in order to maintain any such registration or qualification (or exemption
therefrom) for as long as they deem necessary or as required by law or by the Underwriters for
such securities; and any such action previously taken is hereby ratified, confirmed and approved.
7.
Each Authorized Officer and any Assistant Secretary of the Authority are
authorized to execute such documents, instruments and papers, and do such acts and things as
may be necessary or advisable in connection with the authorization, sale and issuance of, and
security for, the 2015 Series A Bonds and in connection with the authorization, execution and
delivery of the Official Statement, the Escrow Agreement, the Bond Purchase Agreement and the
Notice of Sale.
SECTION 212.
Obligation to Provide Continuing Disclosure. 1. The
Authority hereby undertakes, for the benefit of Holders of the 2015 Series A Bonds, to provide
or cause to be provided:
(a)
to the MSRB, no later than 210 days after the end of each Fiscal Year, the
Annual Information relating to such Fiscal Year;
(b)
if not submitted as part of the Annual Information, to the MSRB audited
financial statements of the Authority and each Obligated Person for such Fiscal Year when and if
they become available; provided that if the financial statements of the Authority or any Obligated
Person are not available in audited form by the date provided for in (a), the Annual Information
shall contain unaudited financial statements of the Authority or such Obligated Person in a
format similar to the audited financial statements most recently prepared for the Authority or
such Obligated Person, and such audited financial statements of the Authority or such Obligated
Person shall be filed in the same manner as the Annual Information when and if they become
available; and
(c)
to the MSRB in a timely manner (not in excess of ten business days after
the occurrence of the event), notice of the occurrence of the following events with respect to the
2015 Series A Bonds:
(1)
Principal and interest payment delinquencies;
(2)
Non-payment related defaults, if material;
(3)
difficulties;
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(4)
difficulties;
(5)
Unscheduled
draws
on
credit
enhancements
reflecting
financial
Substitution of credit or liquidity providers, or their failure to perform;
(6)
Adverse tax opinions, the issuance by the Internal Revenue Service of
proposed or final determinations of taxability, Notice of Proposed Issue (IRS Form 5701
– TEB) or other material notices or determinations with respect to the tax status of the
2015 Series A Bonds, or other material events affecting the tax status of the 2015 Series
A Bonds;
(7)
Modifications to rights of the 2015 Series A Bondholders, if material;
(8)
Optional contingent or unscheduled calls of any 2015 Series A Bonds
other than scheduled sinking fund redemptions for which notice is given pursuant to
Exchange Act Release 34-23856, if material, and tender offers;
(9)
Defeasances;
(10) Release, substitution, or sale of property securing repayment of the 2015
Series A Bonds, if material;
(11)
Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the Authority or
an Obligated Person (a “Bankruptcy Event”). A Bankruptcy Event is considered to occur
when any of the following occur: the appointment of a receiver, fiscal agent or similar
officer for the Authority or an Obligated Person in a proceeding under the U.S.
Bankruptcy Code or in any other proceeding under state or federal law in which a court
or governmental authority has assumed jurisdiction over substantially all of the assets or
business of the Authority or an Obligated Person, or if such jurisdiction has been
assumed by leaving the existing governing body and officials or officers in possession
but subject to the supervision and orders of a court or governmental authority, or the
entry of an order confirming a plan of reorganization, arrangement or liquidation by a
court or governmental authority having supervision or jurisdiction over substantially all
of the assets or business of the Obligated Person;
(13) The consummation of a merger, consolidation, or acquisition involving the
Authority or an Obligated Person or the sale of all or substantially all of the assets of the
Authority or an Obligated Person, other than in the ordinary court of business, the entry
into a definitive agreement to undertake such an action or the termination of a definitive
agreement relating to any such actions, other than pursuant to its terms, if material;
(14) Appointment of a successor or additional trustee or the change of name of
a trustee, if material; and
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(d)
to the MSRB in a timely manner, notice of a failure to provide any Annual
Information required by clause (1)(a) of this Section 2.06(1), subsection 3, subsection 4, and
subsection 5 of this Section 2.06.
2.
Nothing herein shall be deemed to prevent the Authority from
disseminating any other information in addition to that required hereby in the manner set forth
herein or in any other manner. If the Authority disseminates any such additional information, the
Authority shall have no obligation to update such information or include it in any future
materials disseminated hereunder.
3.
The required Annual Information shall consist of the following
information contained in the Official Statement:
(a)
to the extent not included in (b) and (c) below, the annual financial
statements of the Authority and each Obligated Person described above;
(b)
with respect to the Authority, updated versions on the information
contained in the table relating to investment of matching accounts, the table of “Drinking Water
Matching Account Bonds” and moneys released from the “Drinking Water Matching Accounts”
and the table of “WPCRF Matching Account Bonds” and moneys released from the “WPCRF
Matching Accounts” under the heading “SECURITY FOR THE BONDS” and the information in
“APPENDIX D – Information Regarding Outstanding Bonds and Direct Loans Under the
Drinking Water and Water Pollution Control Revolving Programs”; and
(c)
with respect to each Obligated Person, updated material financial
information and operating data as the Authority shall deem necessary to provide compliance with
Rule 15c2-12.
4.
All or any portion of the Annual Information may be incorporated in the
Annual Information by cross reference to any other documents which have been filed with (i) the
MSRB or (ii) the Securities and Exchange Commission.
5.
Annual Information for any Fiscal Year containing any modified operating
data or financial information (as contemplated by subsection 9(v), hereof) for such Fiscal Year
shall explain, in narrative form, the reasons for such modification and the effect of such
modification on the Annual Information being provided for such Fiscal Year. If a change in
accounting principles is included in any such modification, such Annual Information shall
present a comparison between the financial statements or information prepared on the basis of
the modified accounting principles and those prepared on the basis of the former accounting
principles.
6.
The annual financial statements of the Authority and each Obligated
Person shall be prepared in accordance with GAAP as in effect from time to time. Such financial
statements shall be audited by a certified public accounting firm. Notwithstanding any other
provision hereof to the contrary, upon the furnishing of notice by the Authority to the MSRB that
an Obligated Person is no longer an “obligated person” within the meaning of Rule 15c2-12, the
Authority’s obligation to provide continuing disclosure regarding such Obligated Person as
described herein shall terminate.
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7.
If the Authority shall fail to comply with any provision of this
Section 2.06, then a Holder may enforce, for the equal benefit and protection of all Holders
similarly situated, by mandamus or other suit or proceeding at law or in equity, this obligation
against the Authority and any of the officers, agents and employees of the Authority, and may
compel the Authority or any such officers, agents and employees to perform and carry out their
duties hereunder; provided that the sole and exclusive remedy for breach of this obligation shall
be an action to compel specific performance of the obligations of the Authority hereunder and no
person or entity shall be entitled to recover monetary damages hereunder under any
circumstances, and, provided further, that any challenge to the adequacy of any information
provided pursuant to this Section 2.06 shall be brought only by the Holders of 25% in aggregate
principal amount of the 2015 Series A Bonds at the time Outstanding which are affected thereby.
Failure to comply with any provision of this obligation to provide continuing disclosure shall not
constitute an Event of Default under Section 9.01 of the Bond Resolution.
8.
This obligation is executed and delivered solely for the benefit of the
Holders of the 2015 Series A Bonds. No other person shall have any right to enforce the
provisions hereof or any other rights hereunder.
9.
Without the consent of any Holders of the 2015 Series A Bonds, the
Authority at any time and from time to time may enter into any amendments or changes to this
obligation for any of the following purposes:
(i)
to comply with or conform to Rule 15c2-12 or any amendments
thereto or any authoritative interpretations thereof by the Securities and Exchange
Commission or its staff (whether required or optional);
(ii)
to add a dissemination agent for the information required to be
provided hereby and to make any necessary or desirable provisions with respect
thereto;
(iii) to evidence the succession of another person to the Authority and
the assumption by any such successor of the covenants of the Authority
hereunder;
(iv)
to add to the covenants of the Authority for the benefit of the
Holders of the 2015 Series A Bonds, or to surrender any right or power herein
conferred upon the Authority;
(v)
to modify the contents, presentation and format of the Annual
Information from time to time as a result of a change in circumstances that arises
from a change in legal requirements, change in law, or change in the identity,
nature, or status of the Authority, or type of business conducted; provided that,
(a) there is filed with the Trustee an opinion of counsel having expertise with
respect to the securities laws of the United States or an opinion of Bond Counsel
stating (1) this undertaking, as amended, would have complied with the
requirements of Rule 15c2-12 at the time of the offering of the 2015 Series A
Bonds, after taking into account any amendments or authoritative interpretations
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of Rule 15c2-12 as well as any change in circumstances; and (2) the amendment
or change does not materially impair the interests of Holders of the 2015 Series A
Bonds, or (b) such change or amendment is approved by the vote or consent of
Holders of a majority in outstanding principal amount of the 2015 Series A Bonds
affected thereby at or prior to the time of such amendment or change.
10.
This obligation shall remain in full force and effect until such time as all
principal, redemption premiums, if any, and interest on the 2015 Series A Bonds shall have been
paid in full or legally defeased pursuant to Section 12.01 of the Bond Resolution. Upon any such
legal defeasance, the Authority shall provide notice of such defeasance to the MSRB. Such
notice shall state whether the 2015 Series A Bonds have been defeased to maturity or to
redemption and the timing of such maturity or redemption.
11.
For the purposes of this Section 2.06, Holder shall be deemed to include
any beneficial owner of the 2015 Series A Bonds within the meaning of Rule 13d-3 under the
Securities and Exchange Act of 1934.
12.
Any notices to or filings with the MSRB may be effected in an electronic
format in accordance with the published procedures of the MSRB and accompanied by
identifying information prescribed by the MSRB.
SECTION 213.
Prior Resolutions. Subject to the Prior Resolutions Bonds
to be refunded as set forth in the Details Certificate, the following Resolutions are hereby
designated as Prior Resolutions:
(i)
the Water Pollution Control Revolving Fund 1996 Series A
Revenue Bond Resolution adopted on June 7, 1996, as supplemented; (ii) the Water Pollution
Control Revolving Fund 1997 Series A Revenue Bond Resolution adopted on April 25, 1997, as
supplemented; (iii) the Water Pollution Control Revolving Fund 2000 Series A Revenue Bond
Resolution adopted on June 2, 2000, as supplemental; (iv) the Wastewater Revolving Fund 2004
Series A Refunding Revenue Bond Resolution adopted on December 3, 2004; (v) the Water
Pollution Control Revolving Fund 2005 Series A Revenue Bond Resolution adopted on April 22,
2005; (vi) the Water Pollution Control Revolving Fund 2005 Series B Revenue Bond Resolution
adopted on August 26, 2005; (vii) the Water Pollution Control Revolving Fund 2006 Series A
Revenue Bond Resolution adopted on April 21, 2006; (viii) the Water Pollution Control
Revolving Fund 2006 Series B Revenue Bond Resolution adopted on October 6, 2006; (ix) the
Water Pollution Control Revolving Fund 2007 Series A Revenue Bond Resolution adopted on
April 20, 2007; and (x) the Water Pollution Control Revolving Fund 2008 Series A Revenue
Bond Resolution adopted on April 25, 2008.
SECTION 214.
Loan Agreements. Except as may be revised in the Details
Certificate, Exhibit A to the 2013 Supplemental Water Pollution Control Revolving Fund
Revenue Bond Resolution is hereby amended to include the Loan Agreements set forth in
Exhibit A hereto authorized by the Prior Resolution described in Section 213.
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ARTICLE III.
MISCELLANEOUS
SECTION 301.
Effective Date. The provisions of this First Supplemental
Revenue Bond Resolution, other than Section 204 which shall take effect immediately, shall take
effect upon the payment pursuant to the Prior Resolutions described in Section 213 of the bonds
outstanding under such Prior Resolutions.
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CERTIFICATE OF ASSISTANT SECRETARY
I, the undersigned Assistant Secretary of Colorado Water Resources and Power
Development Authority (the “Authority”) HEREBY CERTIFY that the Resolution attached
hereto entitled “First Supplemental Revenue Bond Resolution, was duly adopted at a meeting of
the Authority duly called and held on January 28, 2015, and that said Resolution has been
compared by me with the original thereof, and it is a correct transcript therefrom, and the whole
of said original, and that said Resolution has not been altered, amended or repealed, and is in full
force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of
____________, ______.
Assistant Secretary
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EXHIBIT A
1996 Series A
Between the Authority and
the Town of Crested Butte, Colorado
Dated as of June 1, 1996
Last Repayment Date: August 1, 2016
Between the Authority and
the City of Idaho Springs, Colorado,
Acting By And Through the City of Idaho Springs Water
Activity Enterprise, Dated as of
June 1, 1996
Last Repayment Date: August 1, 2016
1997 Series A
Between the Authority and
City of Westminster, Colorado,
Acting By And Through Its Water
And Wastewater Utility Enterprise,
Dated as of May 1, 1997
Last Repayment Date: August 1, 2017
Between the Authority and
Breckenridge Sanitation District,
Acting By And Through the Breckenridge
Sanitation District Wastewater Activity
Enterprise, Dated as of May 1, 1997
Last Repayment Date: August 1, 2017
Between the Authority and the
Parker Water and Sanitation District,
Acting By And Through Its
Sewer Enterprise, Dated as of
May 1, 1997
Last Repayment Date: August 1, 2017
Between the Authority and the
City of Sterling, Colorado, Acting
By And Through Its Sewer Enterprise
Dated as of May 1, 1997,
Last Repayment Date: August 1, 2017
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Between the Authority and the Town
Eagle, Colorado, Dated as of
May 1, 1997
Last Repayment Date: August 1, 2017
Between the Authority and the Town
Of Erie, Colorado, Acting By and Through
The Erie Wastewater Enterprise
Dated as of May 1, 1997
Last Repayment Date: August 1, 2017
2000 Series A
Between the Authority and
Parker Water and Sanitation
District, Acting by And Through
Its Water Activity and Its Sanitary
Sewer Enterprise, Dated as
Of May 15, 2000
Last Repayment Date: August 1, 2020
Between the Authority and Summit
County, Colorado, Acting By And
Through the Snake River Wastewater
Utility Enterprise, Dated as of May 15,
2000
Last Repayment Date: August 1, 2020
Between the Authority and Three
Lakes Water and Sanitation District
Dated as of May 15, 2000
Last Repayment Date: August 1, 2019
2005 Series A
Between the Authority and
City of Westminster, Colorado,
Acting By And Through the City
Of Westminster, Colorado Water
And Wastewater Utility Enterprise
Dated as of May 1, 2005
Last Repayment Date: June 1, 2025
Between the Authority and the
Town of Breckenridge, Colorado
Dated as of May 1, 2005
Last Repayment Date: August 1, 2026
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Between the Authority and
Roxborough Park Metropolitan
District, Dated as of May 1, 2005
Last Repayment Date: August 1, 2026
Between the Authority and Plum
Creek Wastewater Authority, Dated
As of May 1, 2005
Last Repayment Date: August 1, 2026
Between the Authority and the Town
Of Eaton, Colorado, Acting By and
Through Its Sewer Fund
Enterprise, dated as of May 1, 2005
Last Repayment Date: August 1, 2027
Between the Authority and the
Denver Southeast Suburban
Water and Sanitation District,
Acting By and Through Its
Water and Wastewater Utility
Enterprise, dated as of May 1, 2005
Last Repayment Date: August 1, 2026
2005 Series B
Between the Authority and
The Breckenridge Sanitation
District, Acting By And Through
The Breckenridge Sanitation
District Wastewater Activity
Enterprise, Dated as of October 1, 2005
Last Repayment Date: August 1, 2026
Between the Authority and the
City of Glendale, Colorado,
Acting By And Through
Its Wastewater Enterprise,
Dated as of October 1, 2005
Last Repayment Date: August 1, 2027
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2006 Series A
Between the Authority and
Clifton Sanitation District
No. 2, Acting By And Through
Its Sanitation Sewer Activity Enterprise
Dated as of May 1, 2006
Last Repayment Date: August 1, 2027
Between the Authority and
Donala Water and Sanitation
District, Acting By And Through
Its Gleneagle Enterprise,
Dated as of May 1, 2006
Last Repayment Date: August 1, 2027
Between the Authority and
Granby Sanitation District,
Acting By And Through Its
Water Activity Enterprise,
Dated as of May 1, 2006
Last Repayment Date: August 1, 2027
2007 Series A
Between the Authority and
Bayfield Sanitation District,
Acting By And Through Its
Wastewater Enterprise,
Dated as of May 1, 2007
Last Repayment Date: August 1, 2028
Between the Authority and the
Town of Eagle, Colorado,
Acting By And Through Its
Wastewater Enterprise,
Dated as of May 1, 2007
Last Repayment Date: August 1, 2028
Between the Authority and the
Town of Mead, Colorado,
Acting By And Through Its
Wastewater Activity Enterprise,
Dated as of May 1, 2007
Last Repayment Date: August 1, 2028
Between the Authority and the
City of Rifle, Colorado,
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Acting By And Through Its
Sewer Enterprise,
Dated as of May 1, 2007
Last Repayment Date: August 1, 2028
2008 Series A
Between the Authority and the
Town of Elizabeth, Colorado
Dated as of May 1, 2008
Last Repayment Date: August 1, 2029
Between the Authority and the
Town of New Castle, Colorado,
Acting By And Through the Town
of New Castle, Colorado,
Water and Sewer Enterprise
Dated as of May 1, 2008
Last Repayment Date: August 1, 2030
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TABLE OF CONTENTS
Page
ARTICLE I.
DEFINITIONS AND STATUTORY AUTHORITY ...................................... 1
Section 101.
Supplemental Resolution ..................................................................... 1
Section 102.
Definitions............................................................................................ 1
Section 103.
Authority for this First Supplemental Revenue Bond
Resolution ............................................................................................ 1
ARTICLE II.
AUTHORIZATION OF 2015 SERIES A BONDS ......................................... 1
Section 201.
Principal Amount, Designation and Series .......................................... 1
Section 202.
Purpose and Determination as to Financing ........................................ 2
Section 203.
Date, Maturities and Interest Rate of 2015 Series A Bonds ................ 2
Section 204.
Denomination, Numbers, Letters and Execution ................................. 2
Section 205.
Place of Payment and Paying Agent .................................................... 2
Section 206.
Parameters of the 2015 Series A Bonds ............................................... 2
Section 207.
Application of Proceeds of 2015 Series A Bonds ................................ 3
Section 208.
Book Entry Bonds ................................................................................ 3
Section 209.
Form of 2015 Series A Bonds .............................................................. 4
Section 210.
Tax Covenant ..................................................................................... 10
Section 211.
Authorization of Various Documents ................................................ 10
Section 212.
Obligation to Provide Continuing Disclosure .................................... 11
Section 213.
Prior Resolutions................................................................................ 15
Section 214.
Loan Agreements ............................................................................... 15
ARTICLE III.
MISCELLANEOUS ...................................................................................... 16
Section 301.
Effective Date .................................................................................... 16
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COLORADO WATER RESOURCES &
POWER DEVELOPMENT AUTHORITY
Logan Tower Bldg - Suite 620, 1580 Logan Street, Denver, Colorado 80203-1942
303/830-1550 · Fax 303/832-8205 · [email protected]
MEMORANDUM
January 28, 2015
TO:
Board of Directors and Karl Ohlsen
FROM:
Keith McLaughlin, Finance Director
RE:
Update on Project and Matching Account Fund Investments
The Authority has historically used over collateralized repurchase agreements as its investment vehicle to
hold the majority of the project and matching account funds for its WPCRF and DWRF leveraged loan
programs. Authority staff continues to monitor the ratings of the providers of these agreements and
reports that there were no ratings or outlook changes since the last Board meeting.
On a monthly basis, Staff monitors the collateral posted as security for these agreements and can report
that all of the agreements are in compliance with the required collateral percentages and eligible
securities.
Updated spreadsheets showing the current project and matching account investments and investment
provider ratings are attached.
Attachment:
Updated WPCRF and DWRF Project and Matching Accounts spreadsheet
Investment Provider Ratings spreadsheet
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Investment of DWRF and WPCRF
Project and Matching Accounts
16-Jan-15
Investment Provider
Societe General
Assured Guaranty Municipal Corp.*
Trinity
Citigroup**
AIG
Portigon AG***
Repurchase Totals
Matching &
Project Account
Balance
$
$
$
$
$
$
$
11,949,285
21,326,984
9,917,893
14,377,412
20,078,553
216,165
77,866,292
% of Total
Matching &
Project
Accounts
Number of
Repurchase
Agreements
5.92%
10.57%
4.92%
7.13%
9.96%
0.11%
38.61%
1
3
3
2
4
1
14
* Formerly known as FSA
** The clean water 1997A and 2002A repurchase agreements were assigned from Salomon to Citigroup
***Formerly known as Westdeutsche Landesbank Girozentrale
SLGS*
COLOTRUST/Federated Prime
Total
Grand Total
$
$
$
92,169,562
31,643,535
123,813,097
45.70%
15.69%
61.39%
$
201,679,389
100%
* All T-bonds have matured
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Investment Provider Ratings Spreadsheet
January 16, 2015
Investment Provider
Societe Generale
Assured Guaranty Municipal Corp.¹
Trinity
AIG
Citigroup² (senior debt)
Portigon AG³
Moody's Rating
A2
A2
A1
Baa1
Baa2
Aa1
Moody's Outlook
Negative
Stable
Stable
Stable
Stable
Stable
S&P Rating
A
AA
AA+
AANR
S&P Outlook
Negative
Stable
Stable
Stable
Negative
N/A
Fitch
Rating
A
NR
NR
A-⁴
A
A+
Fitch Outlook
Negative
N/A
N/A
Stable
Stable
Stable
¹Formerly known as FSA
²The clean water 1997A and 2002A repurchase agreements were assigned from Salomon to Citigroup
³Formerly known as Westdeutsche Landesbank Girozentrale
⁴Fitch does not directly rate AIG Matched Funding Corp. However, the Issuer Default Rating for its parent company, AIG International Group, Inc., is A-.
Negative Outlook - Means there is a 1 in 3 chance that ratings could be cut in the next 18-24 months
Negative Watch - Means there is a 1 in 2 chance that ratings could be downgraded in the next 3 months
Postive - Means that the rating is likely to be upgraded over a 1 to 2 year period
NR - Not rated
WD - Rating withdrawn
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Colorado Water Resources and
Power Development Authority
January 28, 2015
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Denver Southeast Suburban
Water & Sanitation District
Resolution No. 15-02
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• Authorize an interim loan in the amount of $1,500,000, for a term of
up to 2 years at an interest rate of 3.5%.
• Loan Agreement must have legal opinions concerning compliance
with TABOR.
• Require the District to submit its annual audit by July 31st of each
year.
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DWRF and WPCRF
Planning Grant Update
•
There are 30 SRF Planning Grants allocated for 2015.
• Eligibility Criteria:



Current year’s Project Eligibility List or will be added the subsequent
year.
Population 10,000 or less
MHI less than or equal to 80% of the State MHI
•
Planning Grants are issued at up to $10,000 per community, per
project.
•
Planning Grants require a 20% match.
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DWRF and WPCRF Design
and Engineering Grant
Update
•
Design and Engineering Grants are issued based on board approval with an
allocated budget of $1.5M in each program for eligible communities.
•
Design and Engineering Grants are issued up to $250,000 per
community, per project:



•
Small Projects ($0-$1M): 16% of project cost up to $160,000
Medium Projects ($1M-2M): 12% of project cost up to $240,000
Large Projects (>$2M): 10% of project cost up to $250,000
Eligibility Criteria:



Current year’s Project Eligibility List or will be added the subsequent year
Population 10,000 or less
MHI less than or equal to 80% of the State MHI
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GAP (Grant Assistance Program)
Update
As of January 26, 2015, $1,245,332 or 99% of Drinking Water funds have
been drawn.
-There is 1 remaining Drinking Water GAP Grant:
– Town of Branson with a remaining balance of $4,668.27 or 88%
complete.
As of January 26, 2015, $1,217,544 or 97% of Wastewater funds have
been drawn.
-There is 1 remaining Wastewater GAP Grant:
– Town of Dinosaur with a remaining balance of $32,455.56 or 41%
complete.
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SHLP Matching Grant Update
Since December 5, 2014, no SHLP Matching Grants
were awarded.
There are ten SHLP Matching Grants allocated for
2015.
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