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HomeMy WebLinkAbout1016 - AUTHORIZING the official notice of a 12,500,000 bond sale concerning OSMP Acquisition RefundiRESOLUTION NO. 1016 SERIES 2007 A RESOLUTION CONCERNING THE PROPOSED CITY OF BOULDER, COLORADO OPEN SPACE ACQUISITION REFUNDING BONDS, SERIES 2007, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $12,SOQ000 AUTHORIZING THE NOTICE OF BOND SALE WITH RESPECT TO THE SERIES 2007 BONDS; PRESCRIBING CERTAIN DETAILS CONCERNING THE PROPOSED SALE AND THE SERIES 2007 BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT; AND PROVIDING THE EFFECTIVE DATE OF THIS RESOLUTION. WHEREAS, the City of Boulder, in the County of Boulder and State of Colorado (the "City"), is a municipal corporation duly organized and existing as a home rule city pursuant to Article XX of the Constitution of the State of Colorado (the "Constitution") and the home rule charter of the City (the "Charter"); and WHEREAS, Section 97 of the City's Charter presently authorizes the City to issue bonds for the acquisition of open space real property or interests therein payable from and pledging that portion of the proceeds of the City's sales and use tax earmarked and committed for such purpose, without an election, so long as the projected average annual debt service coverage shall be at least 135:1; provided further, however, that refunding bonds may be issued without approval by vote of the qualified electors of the City; and WHEREAS, the Council deems it advisable and necessary to issue bonds of the City in an aggregate principal amount of not to exceed $12,500,000, designated Open Space Acquisition Refunding Bonds, Series 2007 (the "Series 2007 Bonds"), to provide funds with which to (a) advance refund a portion of the City of Boulder, Colorado, Open Space Acquisition Bonds, Series 2000 (the "Refunded Bonds") and (b) to pay all necessary incidental and appurtenant costs in connection therewith, including paying issuance expenses with respect to the Series 2007 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COLJNCIL OF THE CITY OF BOULDER THAT: Section 1. The Series 2007 Bonds shall be, and the same hereby are ordered to be, publicly sold; and the Council shall cause sealed bids to be received and to be opened publicly for the purchase of the Series 2007 Bonds on May 15, 2007 or on such other date as shall be determined by the City Manager of the City (the "City Manager"). Upon making such a public sale date determination, the City Manager shall notify the Director of Finance and Record of the City (the "Director of Finance and Record") as to the date, hour and place that sealed bids shall be received and opened. The City shall indicate in the notice hereinafter described the date, the hour and the place that sealed bids shall be received and opened. Section 2. The Mayor of the City (the "Mayor") and the Director of Finance and Record are hereby authorized and directed to provide for the publication of the Notice of Bond Sale in the (Boulder) Daily Camera at such times as they deem adequate to give reasonable notice of the proposed sale, but no less than once after the date hereof and at least five days prior to the sale 4818-1650-4321.5 date hereinabove designated. The Notice of Bond Sale shall be in substantially the following form, with such changes therein, including but not limited to changes in dates, principal amounts and maturities and completions thereto, as the Director of Finance and Record, ex-officio City Clerk shall direct and shall deem to be in the best interest and to the best advantage of the City, the execution of such notice by the Mayor and the Director of Finance and Record to indicate conclusively the approval of any and all such changes: (Form of Notice of Bond Sale) NOTICE OF BOND SALE $12,195,000' CITY OF BOULDER, COLORADO OPEN SPACE ACQUISITION REFUNDING BONDS SERIES 2007 PUBLIC NOTICE IS HEREBY GNEN that electronic bids will be received for the purchase of the City of Boulder, Colorado Open Space Acquisition Refunding Bonds, Series 2007 (the "Series 2007 Bonds"), more particularly described below. As more fully described in the Preliminary Official Statement, dated May 5, 2007 (the "Preliminary Official Statement"), the City of Boulder, Colorado (the "City"), is causing the Series 2007 Bonds to be offered and issued pursuant to the Bond Ordinance of the City to be adopted on May 15, 2007 (the "Ordinance"). Bids for the purchase of the Series 2007 Bonds will be either sealed, electronic or by facsimile (at the option of the bidder) as further provided herein. If submitted electronically, bids must be submitted through the BIDCOMP/PARTTY electronic bidding system ("PARITY"). The date and time for submitting bids will be as follows: Bid Date: Tuesday, May 15, 2007 Bid Time: Between 11:30 a.m. and 12:00 p.m. New York City, New York Time (Between 9:30 a.m. and 10:00 a.m. Denver, Colorado Time) Submit Bid to: BIDCOMP/PARITY electronic bidding system or to the City's Financial Advisor as set forth in "TERMS OF SALE~ubmission of Bids" Delivery Date: Tuesday, June 19, 2007 Information relating to this auction may be obtained from the City's Financial Advisor, Piper Jaffray & Co. at 303-820-5848 (P. Jonathan Heroux or Michael Lund) or from PARITY at 212-849-5021. To bid electronically, bidders must have both (1) a subscription to BIDCOMP and (2) requested and received admission to the bidding of the Series 2007 Bonds, as described under "TERMS OF SALE-Submission of Bids" below. The use of PARITY shall be at the bidder's risk and expense, and neither the City, the Financial Advisor, Kutak Rock LLP ("Bond Preliminary; subject to adjustment as set forth herein. 4818-1650-4321.5 2 Counsel") nor U.S. Bank National Association (the "Paying Agent") shall have any liability with respect thereto. Neither the City, the Paying Agent, the Financial Advisor, nor Bond Counsel shall be responsible for, and each bidder expressly assumes the risk of, any incomplete, inaccurate, or untimely bid submitted by Internet transmission by such bidder, including, without limitation, by reason of garbled transmissions, mechanical failure, engaged telephone or telecommunications lines, or any other cause arising from delivery by Internet transmission. Additionally, the PARITY time stamp will govern the receipt of all electronic bids. The ofTicial bid clock does not automatically refresh. Bidders must refresh the auction page periodically to monitor the progression of the bid clock and to ensure that their bid will be submitted prior to the termination of the auction. All bids will be deemed to incorporate the provisions of this Notice of Bond Sale. This Notice of Bond Sale, and the information set forth herein, are not to be treated as a complete disclosure of all relevant information with respect to the Series 2007 Bonds. The information set forth herein is subject, in all respects, to a more complete description of the Series 2007 Bonds and the security therefor set forth in the Preliminary Official Statement. BOND DETAILS Terms. The "City of Boulder, Colorado Open Space Acquisition Refunding Bonds, Series 2007" will be issued in the aggregate principal amount set forth in the caption of this Notice of Bond Sale, and will be dated the date of delivery. Interest on the Series 2007 Bonds will be payable on each February 15 and August 15, commencing on August 15, 2007. The Series 2007 Bonds will mature on August 15 in each of the designated amounts and years as follows: Maturity Schedule* Maturity Date (August 15) 2007 2008 2009 2010 2011 2012 Principal Amount Maturity Date (August 15) 2013 2014 2015 2016 2017 2018 Principal Amount * Preliminary; subject to adjustment as set forth in "TERMS OF SALE-Adjustment of Principal Amount" herein. The Series 2007 Bonds will be issued in registered form, in denominations of $5,000 or integral multiples thereof. The Series 2007 Bonds will be issued in book-entry form utilizing the 4818-1650-4321.5 3 services of The Depository Trust Company, New York, New York ("DTC") as securities depository. Adjustment of Aggregate Principal Amount and of Maturities After Determination of Best Bid. The aggregate principal amount and the principal amount of each maturity of the Series 2007 Bonds described above aze subject to adjustment by the City, after the determination of the best bid as described under "TERMS OF SALE-Adjustment of Principal Amount," below. Changes to be made will be communicated to the successful bidder by the time of award of the Series 2007 Bonds to the successful bidder, and will not reduce or increase the aggregate principal amount of the Series 2007 Bonds by more than 10%. The successful bidder may not withdraw its bid as a result of any changes made within these limits. By submitting its bid, each bidder agrees to purchase the Series 2007 Bonds in such adjusted principal amounts and to modify the purchase price for the Series 2007 Bonds to reflect such adjusted principal amounts. Interest Rates and Limitations. Interest from the date of delivery will be payable on August 15, 2007, and semiannually thereafter on February 15 and August 15 in each year, as calculated based on a 360-day year of twelve 30-day months. Only one interest rate shall be specified for any one maturity of the Series 2007 Bonds. Each interest rate specified must be stated in a multiple of 1/8 or 1/20 of 1 percent per annum. The maximum differential between the lowest and highest interest rates permitted for the issue is one and one half percent (1.5%) (i. e., the maximum rate of interest accruing on any Series 2007 Bond prior to its maturity may not exceed the lowest rate of interest accruing on any other Series 2007 Bond prior to its maturity by more than one and one half percent (1.5%)). A zero rate is not permitted. No supplemental or "B" interest shall be allowed. The interest rates on the Series 2007 Bonds shall be in level or ascending order from lowest to highest. The Series 2007 Bonds shall be all serial bonds. Security. The Series 2007 Bonds will be payable from, and will constitute a first and prior (but not exclusive) lien on all Net Pledged Revenues (hereinafter defined) and moneys on deposit in the Bond Fund established and continued by the Ordinance. Net Pledged Revenues shall mean the revenues derived from the City's levy and collection of a 0.40%, a 0.33% and a 0.15% sales and use tax on the purchase price of tangible personal property or taxable services sold or purchased at retail after deduction of refunds required or permitted by law under the Boulder Revised Code, 1981. As additional security for the payment of the principal of and interest on the Bonds, the City will pledge the full faith and credit of the City. Reference is made to the Preliminary Official Statement for a more complete description of the security for the Series 2007 Bonds. 4818-1650321.5 4 Ratings. The Series 2007 Bonds have been rated [" "] by Moody's and ["_"] by S&P. See "RATINGS" in the Preliminary Official Statement. No Optional Redemption. The Series 2007 Bonds are not subject to optional redemption prior to maturity. Authorization. The Series 2007 Bonds are authorized to be issued by the Constitution of the State of Colorado, the Charter of the City, the laws of the State of Colorado, the Ordinance and the Supplemental Public Securities Act. TERMS OF SALE Submission of Bids. Bids may be submitted either electronically, by facsimile or by sealed bid. Bids which aze not submitted electronically via PARITY must be submitted on the City's Bid Form which should be either enclosed in a sealed envelope mazked on the outside "Proposal for the Series 2007 Bonds" and addressed to Robert W. Eichem, City Finance Director, c/o Piper Jaffray & Co., 1200 Seventeenth Street, Suite 1250, Denver, Colorado 80202 or submitted by facsimile to the fax number of (303) 441-4381, Attention: Robert W. Eichem. Any bid submitted by sealed bid or by facsimile must be received at the place designated above for the receipt of bids no later than the time designated herein for the receipt of bids. Parity. Unless submitting a printed Bid Form as set forth above, a prospective bidder must electronically submit a bid for the Series 2007 Bonds via PARITY. Bids maybe submitted electronically via PARITY in accordance with this Notice of Bond Sale, until 10:00 a.m. local time, but no bid will be received after the time for receiving bids specified above. To the extent any instructions or directions set forth in PARITY conflict with this Notice of Bond Sale, the terms of this Notice of Bond Sale shall control. For further information about PARITY, potential bidders may contact the Financial Advisor at Piper Jaffray & Co., 1200 Seventeenth Street, Suite 1250, Denver, Colorado, Telephone (303) 820-5848 or i-Deal LLC at 1359 Broadway, 2"a Floor, New York, New York 10018, Telephone (212) 849-5021. Bidding Parameters. Bidders are required to submit unconditional bids specifying the rate of interest and premium, if any, at which the bidder will purchase all and not less than all of the Series 2007 Bonds. Information Regarding Bids. Bidders may change and submit bids as many times as they wish during the bidding; provided, however, that each bid submitted subsequent to a bidder's initial bid must result in a lower true interest cost ("TIC") with respect to a bid when compared to the immediately preceding bid of such bidder. During the bidding, no bidder will see any other bidder's bid, but each bidder will be able to see its own ranking (i.e., "Leader," "Cover," " 3`d," etc.). Bids Constitute an Irrevocable Offer. Each bid submitted through PARITY shall be deemed an irrevocable offer to purchase the Series 2007 Bonds on the terms provided in this Notice of Bond Sale and shall be binding upon the bidder. Purchase Price. The purchase price bid shall not be less than 100% nor exceed 104% of the par amount of the Series 2007 Bonds, nor will any discount or commission be allowed or paid on the sale of the Series 2007 Bonds. 4618-1650321.5 5 Basis of Award. The Series 2007 Bonds will be sold to the bidder offering to purchase the Series 2007 Bonds at the lowest TIC. The actuarial yield on the Series 2007 Bonds using the TIC method will be computed at that yield which, if used to compute the present value of all payments of principal and interest on the Series 2007 Bonds as of the date of the Series 2007 Bonds, i.e., June 19, 2007, produces an amount equal to the aggregate bid price. Such calculation will be made based upon a 360-day yeaz and a semi-annual interval for compounding. The winning bid will be indicated on PARITY and the auction results, as posted on such website, will be subject to verification by the City and the Financial Advisor. The City and the Financial Advisor will verify the auction results immediately following the close of the bidding period and notice of confirmation by the City and the Financial Advisor of the winning bidder will be made by a posting on PARITY under the "Results" link. If two or more bids have the same TIC, the Grst bid submitted, as determined by reference to the time stamp displayed on PARITY, shall be deemed to be the leading bid. Sale Reservations. The City reserves the right (a) to reject any and all bids for any Series 2007 Bonds, (b) to reoffer any Series 2007 Bonds for public or negotiated sale and (c) to waive any irregularity or informality in any bid. Adjustment of Principal Amount Upon acceptance of bids, the Council, after consultation with its Financial Advisor, shall compute the yield restriction applicable to the escrow for the Refunded Bonds (the "Escrow Fund"), and shall determine the composition of the Escrow Fund (which shall be invested in United States Treasury Obligations). To the extent premium is received by the winning bidder and to the extent more or less Series 2007 Bond proceeds are required to establish such Escrow Fund, the principal amount of the Series 2007 Bonds shall be adjusted upwazd or downward as the City shall in its discretion determine. Changes to be made will be communicated to the successful bidder by the time of award of the Series 2007 Bonds and will not reduce or increase the aggregate principal amount of the Series 2007 Bonds by more than 10%. Further, the City reserves the discretion, notwithstanding the foregoing, to vary the principal amount of Series 2007 Bonds in excess of the parameters set forth above if the City deems it necessary to accomplish such refunding, and notice thereof will be given over the Munifacts Wire Service prior to the time bids aze to be received. Good Faith Deposit. A good faith deposit in the form of a certified or cashier's check or a financial surety bond issued by an insurance company licensed to issue such surety bond in the State of Colorado made payable to the City of Boulder, Colorado in the amount of $122,000 is required for each bid for the Series 2007 Bonds to be considered. The check or financial surety bond must be submitted to the City or its Financial Advisor prior to the opening of the bids. The financial surety bond must identify each bidder whose good faith deposit is guaranteed by such financial surety bond. If the winning bidder for the Series 2007 Bonds is a bidder utilizing a financial surety bond, then that bidder is required to submit its good faith deposit for the Series 2007 Bonds to the City in the form of a cashier's check (or wire transfer such amount as instructed by the City or its Financial Advisor) not later than 3:00 p.m. (Colorado local time) on the next business day following the bid opening. If such good faith deposit is not received by 4818-1650-4321.5 6 that time, the financial surety bond may be drawn by the City to satisfy the good faith deposit requirement. No interest on the good faith deposit will accrue to any bidder. The good faith deposit of the winning bidder for the Series 2007 Bonds will be applied to the purchase price of the Series 2007 Bonds. In the event the winning bidder for the Series 2007 Bonds fails to honor its accepted bid, the good faith deposit plus any interest accrued on the good faith deposit will be retained by the City. Any investment income earned on the good faith deposit will not be credited to the successful bidder on the purchase price of the Series 2007 Bonds, but will be paid to the successful bidder in the event the City is unable to deliver the Series 2007 Bonds as provided under "Manner and Time of Delivery" below. Good faith deposits (which are in the form of checks) with respect to bids other than the winning bid for the Series 2007 Bonds which is accepted will be returned promptly upon the determination of the winning bid. Bond Insurance at Purchaser's Option. If the Series 2007 Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefore at the option of the bidder/purchaser, the purchase of any such insurance policy or the issuance of any such commitment shall be at the option and expense of the purchaser of the Series 2007 Bonds. Any increased costs of issuance of the Series 2007 Bonds resulting from such purchase of insurance shall be paid by the purchaser. Any rating agency fees, except for the rating fees of Moody's and S&P, which will be paid by the City, shall be the responsibility of the purchaser. Failure of a municipal bond insurer to issue the policy after the Series 2007 Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery of the Series 2007 Bonds from the City. Manner and Time of Delivery. The Series 2007 Bonds will be delivered to DTC for the account of the winning bidder at the expense of the City on June 19, 2007 or such later date as the City and the winning bidder may agree. The winning bidder will not be required to accept delivery of the Series 2007 Bonds if they aze not tendered for delivery by the City on June 19, 2007, or such later date as the City and the winning bidder may agree; provided that delivery of any Series 2007 Bonds is conditioned upon the receipt by the City of a certificate as to their issue price. See "-Certification of Issue Price" below. Payment of the purchase price due at delivery must be made in Federal Reserve funds for immediate and unconditional credit to the City. The good faith deposit of the winning bidder will be credited to the purchaser at the time of delivery of the Series 2007 Bonds (without accruing interest). If the winning bidder for the Series 2007 Bonds fails or neglects to complete the purchase of the Series 2007 Bonds within five days after such Series 2007 Bonds aze made ready and are tendered for delivery, the amount of its good faith deposit will be forfeited (as liquidated damages for non-compliance with the bid) to the City, except as hereinafter provided. Official Statement. The Preliminazy Official Statement, dated May 3, 2007, and the information contained therein have been deemed final by the City as of its date within the meaning of Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-12") with permitted omissions, but is subject to change without notice and to completion or amendment in the Final Official Statement in final form (the "Final Official Statement" or the "Official Statement"). The Notice of Bond Sale and the Preliminary Official Statement may be viewed and downloaded at www.meritos.com and at www.i-dealprospectus.com or a physical copy may be obtained by contacting the City's Financial Advisor. See "-Information" below. 4818-1650321 S 7 The City, at its expense, will make available to the winning bidder, within seven (7) business days after the awazd of the sale of the Series 2007 Bonds, up to 100 physical copies of the Final Official Statement, and additional copies of the Final Official Statement may be provided at the winning bidder's expense. The winning bidder must cooperate in providing the information required to complete the Final Official Statement. The City will also provide the Final Official Statement to the winning bidder in electronic form. The winning bidder shall comply with the requirements of Rule 15c2-12 and the rules of the Municipal Securities Rulemaking Boazd. Continuing Disclosure Undertaking. The City has covenanted to provide, in a timely manner, to the Municipal Securities Rulemaking Boazd and to each nationally recognized municipal securities information repository (as recognized from time to time by the Securities and Exchange Commission) notice of the occurrence of specified, material events and to provide certain financial information on an annual basis as more fully set forth in the Preliminary Official Statement. The City is not currently in default on any undertaking for disclosure. State Securities Laws. The City has taken no action to qualify the offer or sale of the Series 2007 Bonds under the securities laws of any state. Should any such qualification be necessary, the City agrees to cooperate with the winning bidder in such matters, provided that the City reserves the right not to consent to service of process outside its boundaries and expenses related to any such qualification shall be the responsibility of the winning bidder. CUSIP Numbers. CUSIP numbers will be issued and printed on the Series 2007 Bonds. Any error or omission in printing such numbers on the Series 2007 Bonds will not constitute cause for the winning bidder to refuse delivery of any Series 2007 Bond. All expenses in relation to obtaining the CUSIP numbers and printing of the CUSIP numbers on the Series 2007 Bonds shall be paid for by the winning bidder. Legal Opinion, Series 2007 Bonds and Transcript. The validity and enforceability of the Series 2007 Bonds will be approved by the City's Bond Counsel: Kutak Rock LLP 1801 California Street Suite 3100 Denver, Colorado 80202 (303) 297-2400 FAX: (303) 292-7799 www.kutakrock.com The purchaser of the Series 2007 Bonds will receive a certified transcript of legal proceedings which will include, among other items: (a) a certificate of the City to the effect that, as of its date, the Preliminary Official Statement was deemed final within the meaning of Rule 15c2-12, except for the omissions permitted under Rule 15c2-12; 4818-1650-032L5 8 (b) a certificate executed by officials of the City to the effect that there is no litigation pending or, to their knowledge, threatened affecting the validity of the Series 2007 Bonds as of the date of their delivery; (c) a certificate of the City to the effect that, as of the date of the Official Statement and at all times to and including the date of delivery of the Series 2007 Bonds, the Official Statement did not contain any untrue statement of a material fact or omit any statement of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (d) the opinion dated the date of the delivery of the Series 2007 Bonds, of Kutak Rock LLP, Denver, Colorado, Bond Counsel to the City, to the effect that although they have made no independent investigation or verification of the correctness and completeness of the information included in the Official Statement, nothing that came to their attention in rendering legal services in connection with the prepazation of the Official Statement causes them to believe that the Official Statement (excepting financial, demographic, economic and statistical information, any forecasts, estimates and assumptions, and any expressions of opinion, as to which they will express no belief), as of its date, contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Certification of Issue Price. Within 24 hours after the ratification of the awazd of the Series 2007 Bonds, the winning bidder will be required to notify the City and its Financial Advisor in writing of (1) the initial offering price of the Series 2007 Bonds to the public (excluding bond brokers and other intermediaries) at which a substantial portion (10%) of each maturity of the Series 2007 Bonds have been or aze expected to be sold, (2) the initial offering yield to maturity for each maturity of the Series 2007 Bonds and (3) the selling compensation and the identity of the underwriter(s) necessary to complete the Official Statement. In addition, prior to delivery of the Series 2007 Bonds, the winning bidder will be required to complete, execute, and deliver to the City a certificate in form and substance required by Kutak Rock LLP, Bond Counsel with respect to the public offering price and yield of the Series 2007 Bonds and the total compensation received and profit realized by the winning bidder in connection with the purchase and sale of the Series 2007 Bonds. By submitting its bid, each bidder agrees to complete, execute and deliver such certificate prior to the delivery of the Series 2007 Bonds if its bid is accepted. It will be the responsibility of the winning bidder to institute such syndicate reporting requirements, to make such investigation, and otherwise to ascertain the facts necessary to enable it to make such certification with reasonable certainty. Any questions concerning such certification should be directed to Kutak Rock LLP, Bond Counsel. Right to Modify or Amend Notice of Bond Sale. The City reserves the right to modify or amend this Notice of Bond Sale and the Bid Form, prior to the bid date. If any modifications occur, supplemental information with respect to the Series 2007 Bonds will be communicated by posting on the PARITY website not later than 3:00 p.m., Denver, Colorado Time on the day preceding the day on which proposals may be submitted, and bidders shall bid upon the Series 2007 Bonds based upon the terms thereof set forth in this Notice of Bond Sale, as so modified by such supplemental information. 4818-1650321.5 9 Postponement of Sale. The City reserves the right to postpone the date and time established for the receipt of bids. Any such postponement will be announced by posting on PARITY prior to commencement of the bidding. If any date and time fixed for the receipt of bids and the sale of the Series 2007 Bonds is postponed, an alternative sale date and time will be announced at least one business day prior to such alternative sale date. On any such alternative sale date and time, any bidder may submit bids electronically as described above for the purchase of the Series 2007 Bonds in conformity in all respects with the provision of this Notice of Bond Sale, except for the date and time of sale and except for any changes announced by posting on PARITY at the time the sale date and time are announced. Information. Copies (in reasonable quantities) of this Notice of Bond Sale, the Preliminary Official Statement and other information concerning the City and the Series 2007 Bonds may be obtained from: Mr. Robert W. Eichem Director of Finance and Record City of Boulder Municipal Building 1777 Broadway P.O. Box 791 Boulder, Colorado 80302 (303) 441-1819 or from the City's Financial Advisor: Mr. P. Jonathan Heroux or Mr. Michael Lund Piper Jaffray & Co. 1200 Seventeenth Street Suite 1250 Denver, Colorado 80202 (303)820-5848 4818-1650-4321.5 1(1 By order of the City Council of the City of Boulder, Colorado, dated ls` day of May, 2007. By /s/MarkRuzzin Mayor, City of Boulder, Colorado By /s/Robert W. Eichem Director of Finance and Record, City of Boulder, Colorado (End of Notice of Bond Sale) Section 3. Bids for the Series 2007 Bonds shall be received at the time and place and in the manner provided in the Notice of Bond Sale as herein prescribed. Section 4. The Council hereby approves the distribution and use in connection with the offering of the Series 2007 Bonds of the Preliminary Official Statement in substantially the fonn presented to the Council at this meeting, with such changes therein, if any, as aze approved by the Director of Finance and Record or the City Attorney. Section 5. The Bid Form (to be used for bids not submitted through PARITY) in substantially the following form is hereby approved, with such changes thereto as the Mayor and the Director of Finance and Record shall approve consistent with changes to the Notice of Sale. asps-~eso~3n s 11 BID FORM (For bids not made through PARITI~ $12,195,000' City Of Boulder, Colorado Open Space Acquisition Refunding Bonds Series 2007 Mr. Robert W. Eichem Director of Finance and Record City of Boulder c/o Piper Jaffray & Co. 1200 Seventeenth Street Suite 1250 Denver, CO 80202 Deaz Mr. Eichem: For $ of your legally issued City of Boulder, Colorado Open Space Acquisition Refunding Bonds, Series 2007 (the "Series 2007 Bonds"), described in the Notice of Bond Sale dated May 1, 2007, included with the Preliminary Official Statement of the City of Boulder, Colorado (the "City") pertaining to the Series 2007 Bonds, which Notice is by reference made a part hereof, we will pay you paz plus a premium of $ for said Series 2007 Bonds to bear interest and mature as follows: Preliminary; subject to change. 4818-1650-0321.5 12 Maturity (August 15) 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Interest Amount' Rate $ T The principal amount of the Series 2007 Bonds maybe adjusted upwazd or downwazd for such maturities as the City shall in its discretion determine in an aggregate amount not to exceed 10% of the Series 2007 Bonds in total, in order to establish the Escrow Fund for the Refunded Bonds. We herewith hand you a cashier's check or certified check or a financial surety bond issued by an insurance company licensed to issue such surety bond in the State of Colorado made payable to the City of Boulder, Colorado in the amount of $ as evidence of our good faith in complying with the terms and conditions of this proposal, which is to apply as part payment for the Series 2007 Bonds, and to be forfeited as fully liquidated damages should we fail or refuse to take up the Series 2007 Bonds as provided above and in the Notice of Sale for the Series 2007 Bonds. Said deposit is to be returned to us if this proposal is not accepted or if Kutak Rock LLP should decline to issue the opinions substantially as described in the Notice of Sale for the Series 2007 Bonds. This offer is subject in all respects to the Notice of Sale for the Series 2007 Bonds. Total premium: For information only; not a part of this bid. True interest cost: We understand that Piper Jaffray & Co. is acting as financial advisor to the City in connection with the issuance of the Series 2007 Bonds and that, pursuant to its contract with the City, it is required to submit a bid to purchase the Series 2007 Bonds. 4818-1650-4321.5 13 Dated this 15~' day of May, 2007. The foregoing proposal accepted by the City Council as the governing body of the City this 15t1i day of May, 2007. Respectfully submitted, By (Firm Name) By _ Name Title By Mayor (End of Bid Form) Section 6. The officers of the City and its financial advisor are hereby authorized and directed to take all other action necessary or appropriate to effectuate the provisions of this resolution. All action heretofore taken (not inconsistent with this resolution) is hereby ratified, approved and confirmed. Section 7. If any section, paragraph, clause or provision of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. Section 8. This resolution shall take effect immediately upon its introduction and passage. [Remainder of this Page Intentionally Left Blank] 4818-1650~32L5 14 INTRODUCED, READ, PASSED AND ADOPTED this ls` day of May, 2007. [SEAL] Attest: ~~~~~~~ Mayor By Director of Finance and Recor 4818-1650-0321.5 15