HomeMy WebLinkAbout1229 - CONCERNING the City of Boulder (acting through its Water Utility Enterprise and its Wastewater Utility Enterprise) proposed Water and Sewer Revenue Bonds, Series 2018, in the aggregate principal amount of not to exceed 39,000,000, authorizing the n RESOLUTION NO. 1229
A RESOLUTION CONCERNING THE PROPOSED CITY OF BOULDER,
COLORADO (ACTING THROUGH ITS WATER UTILITY ENTERPRISE
AND ITS WASTEWATER UTILITY ENTERPRISE), WATER AND SEWER
REVENUE BONDS, SERIES 2018 IN THE AGGREGATE PRINCIPAL
AMOUNT OF NOT TO EXCEED $39,000,000 AUTHORIZING THE NOTICE
OF BOND SALE WITH RESPECT TO SAID 2018 BONDS; PRESCRIBING
CERTAIN DETAILS CONCERNING THE PROPOSED SALE OF THE 2018
BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL
STATEMENT AND A NOTICE OF BOND SALE; AND PROVIDING THE
EFFECTIVE DATE OF THIS RESOLUTION.
WHEREAS, the City of Boulder, Colorado, 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, Article X, Section 20 of the Constitution ("TABOR") requires that bonded
debt (other than certain refunded debt) not be issued without prior voter approval unless the
issuer is an"Enterprise" as defined in TABOR; and
WHEREAS, Ordinance No. 5601, introduced, read, passed and adopted on the 9th day of
November 1993, added new sections 11-1-55 to -61 to the Boulder Revised Code, 1981 (the
"City Code") providing for the establishment of the City's water system as a "water activity
enterprise" within the meaning of Part 1 of Article 45.1 of Title 37, Colorado Revised Statutes,
as amended, and naming the City's water system the "Water Utility Enterprise"; and
WHEREAS, Ordinance No. 5601 also added new sections 11-2-36 to -42 to the City
Code, providing for the establishment of the City's sanitary sewer system as a "water activity
enterprise" within the meaning of Part 1 of Article 45.1 of Title 37, Colorado Revised Statutes,
as amended, and naming the City's sanitary sewer system the "Wastewater Utility Enterprise";
and
WHEREAS, pursuant to the Charter and the City Code, the City Council of the City (the
"Council") is the governing body of the Water Utility Enterprise and the Wastewater Utility
Enterprise and the Council need not announce or acknowledge that actions taken by the Council
are taken by the governing body of the Water Utility Enterprise and/or the Wastewater Utility
Enterprise; and
WHEREAS, pursuant to the Charter and the City Code, the Water Utility Enterprise and
the Wastewater Utility Enterprise may issue revenue bonds payable from revenues derived from
the operation of such Enterprise without voter approval so long as such Enterprise qualifies as an
"Enterprise" within the meaning of TABOR in the City's fiscal year of the issuance of such
revenue bonds; and
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WHEREAS, the Water Utility Enterprise and the Wastewater Utility Enterprise are
"Enterprises"within the meaning of TABOR and
WHEREAS, the Council deems it advisable and necessary to issue revenue bonds of the
City in an aggregate principal amount of not to exceed $39,000,000 designated Water and Sewer
Revenue Bonds, Series 2018 (the "2018 Bonds") for the purpose of providing funds to construct,
acquire, improve and equip certain capital improvements to the City's water system and sewer
system, purchase a reserve fund surety bond for the reserve fund and pay all necessary,
incidental and appurtenant expenses in connection therewith, including the costs of issuance of
the 2018 Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF BOULDER THAT:
Section 1. The 2018 Bonds shall be, and the same hereby are ordered to be, publicly
sold, and the City shall receive electronic bids submitted via PARITY® ("PARITY") for the
purchase of the 2018 Bonds on May 15, 2018 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 Chief Financial Officer of the City (the "Chief
Financial Officer") as to the date, hour and place that the electronic bids shall be received.. The
City shall indicate in the hereinafter described Notice of Bond Sale (the "Notice of Bond Sale")
the date, the hour and the place that electronic bids shall be received and opened.
Section 2. The Mayor of the City (the "Mayor") or the Chief Financial Officer are
hereby authorized and directed to provide for the publication of the Notice of Bond Sale in The
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 (5) days prior to the sale date
hereinabove designated. The Notice of Bond Sale shall be in substantially the form attached
hereto as Exhibit A, with such changes therein, including but not limited to changes in dates,
principal amounts and maturities and completions thereto, as the Chief Financial Officer 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 Chief Financial Officer to indicate conclusively
the approval of any and all such changes.
Section 3. The Council hereby approves the distribution and use in connection with the
offering of the 2018 Bonds of the Preliminary Official Statement in substantially the form
presented to the Council at this meeting, with such changes therein, if any, as are approved by
the Chief Financial Officer or the City Attorney.
Section 4. The officers of the City and its municipal 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 5. 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.
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Section 6. This resolution shall take effect immediately upon its introduction and
passage.
INTRODUCED, READ, PASSED AND ADOPTED this 1St day of May, 2018.
[CITY SEAL]
CITY OF BOULDER, COLORADO
By
Mayor
Attest:
By ,
Cit
[Signature Page to the Notice of Bond Sale Resolution]
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4816-4623-8048.5
EXHIBIT A
NOTICE OF BOND SALE
SI 1*
CITY OF BOULDER, COLORADO
(Acting through its Water Utility Enterprise
and its Wastewater Utility Enterprise)
WATER AND SEWER REVENUE BONDS
SERIES 2018
(Payable solely from certain net income of the municipal water system and municipal
sanitary sewer system.)
PUBLIC NOTICE IS HEREBY GIVEN that electronic bids will be received for the
purchase of the City of Boulder, Colorado (Acting through its Water Utility Enterprise and its
Wastewater Utility Enterprise) Water and Sewer Revenue Bonds, Series 2018 (the "2018
Bonds"), more particularly described below. As more fully described in the Preliminary Official
Statement, dated on or about May 15, 2018 (the "Preliminary Official Statement"), the City of
Boulder, Colorado (the "City"), is causing the 2018 Bonds to be offered and issued pursuant to
the Bond Ordinance of the City to be adopted on May 15, 2018 (the "Ordinance"). Bids for the
purchase of the 2018 Bonds must be submitted through the BIDCOMP/PARITY electronic
bidding system("PARITY"). The date and time for submitting bids will be as follows:
Bid Date: May 15, 2018
Bid Time: Between 11:30 a.m. and 12:00 noon Eastern Time (Between 9:30 a.m.
and 10:00 a.m. Mountain Time)
Submit Bid to: BIDCOMP/PARITY electronic bidding system as set forth in "TERMS
OF SALE—Submission of Bids"
Delivery Date: June 18, 2018
Information relating to this auction may be obtained from the City's Municipal Advisor,
Piper Jaffray & Co. (the "Municipal Advisor"), at (303) 405-0848 or (303) 405-0845 (P.
Jonathan Heroux or Marc Ragan) or from PARITY at(212) 849-5021.
To bid, each bidder must have both (1) a subscription to BIDCOMP and (2) requested
and received admission to the bidding of the 2018 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 Municipal Advisor, Kutak Rock LLP ("Bond Counsel") nor
U.S. Bank National Association (the "Paying Agent") shall have any liability with respect
thereto.
'Preliminary;subject to adjustment as set forth herein.
4816-4623-8048.5
Neither the City, the Paying Agent, the Municipal 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 official 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 2018 Bonds. The
information set forth herein is subject, in all respects, to a more complete description of the
2018 Bonds and the security therefor set forth in the Preliminary Official Statement.
BOND DETAILS
Terms. The City of Boulder, Colorado Water and Sewer Revenue Bonds, Series 2018
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. The proceeds of the 2018 Bonds are being used to
(a) construct, acquire, improve and equip certain capital improvements to the City's water
system and sewer system; (b) purchase a reserve fund surety bond for the Reserve Fund; and (c)
pay all necessary, incidental and appurtenant expenses in connection therewith, including the
costs of issuance of the 2018 Bonds. Interest on the 2018 Bonds will be payable on each June 1
and December 1, commencing on December 1, 2018. The 2018 Bonds will mature on December
1 in each of the designated amounts and years as follows:
[Remainder of page intentionally left blank]
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Maturity Schedule*
Principal
Maturity Date (December 1) Amount
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
*Preliminary; subject to adjustment as set forth in"TERMS OF SALE—Adjustment of Principal
Amount and of Maturities After Determination of Best Bid"herein.
The 2018 Bonds will be issued in registered form, in denominations of$5,000 or integral
multiples thereof. The 2018 Bonds will be issued in book-entry form utilizing the 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 2018
Bonds described above are subject to adjustment by the City, after the determination of the best
bid. Changes to be made will be communicated to the successful bidder by the time of award of
the 2018 Bonds to the successful bidder, and will not reduce or increase the aggregate principal
amount of the 2018 Bonds by more than 25% in total principal amount. 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 2018 Bonds in such adjusted
principal amounts and to modify the purchase price for the 2018 Bonds to reflect such adjusted
principal amounts. The bidder further agrees that the interest rates for the various maturities as
designated by the bidder in its bid will apply to any adjusted principal amounts designated by the
City for such maturities.
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Amendment of Notice. In addition, the City reserves the right to amend this Notice of
Bond Sale at any time prior to the date and time for receipt of bids by publishing the
amendments via TM3.com and/or Bloomberg wire service.
Interest Rates and Limitations. Interest from the date of delivery will be payable on
December 1, 2018, and semiannually thereafter on June 1 and December 1 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 2018 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 two percent (2.0%) (i.e., the maximum rate of interest accruing on any 2018 Bond prior
to its maturity may not exceed the lowest rate of interest accruing on any other 2018 Bond prior
to its maturity by more than two percent(2.0%)).
A zero rate is not permitted. No supplemental or"B"interest shall be allowed.
The interest rates on the 2018 Bond shall be in level or ascending order from lowest to
highest.
Optional Redemption. The 2018 Bonds maturing on and after December 1, 2026 are
callable for redemption at the option of the City, in whole or in part in such order of maturities as
the City shall determine and by lot within a maturity, on December 1, 2025 and on any date
thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the
redemption date.
Term Bonds; Mandatory Sinking Fund Redemption. A bidder may request that any
Bonds maturing on and after December 1, 2025 be aggregated to form one or two term bonds.
Any such term bond will be subject to mandatory sinking fund redemption in the same amounts
and on the same dates as the 2018 Bonds would have matured if they were not included in a term
bond. 2018 Bonds redeemed pursuant to mandatory sinking fund redemption will be redeemed
at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the
redemption date, in the manner as otherwise provided in the Ordinance. Any election to
designate 2018 Bonds as being included in a term bond must be made at the time the prospective
bidder submits a bid for the 2018 Bonds via PARITY. See "TERMS OF SALE—Submission of
Bids."
Security. The 2018 Bonds will be payable from, and will constitute a first and prior (but
not exclusive) lien on the Net Income (hereinafter defined) of the municipal water system and
the sanitary sewer system and moneys on deposit in the Bond Fund and the Reserve Fund
established and continued by the Ordinance. Net Income of the municipal water system and
sanitary sewer system means the gross income derived from the operation and use of the water
system and the sanitary sewer system as may be designated after the deduction of the operation
and maintenance expenses as more fully described in the Preliminary Official Statement
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prepared by the City with respect to the 2018 Bonds. Reference is made to the Preliminary
Official Statement for a more complete description of the security for the 2018 Bonds.
Reserve Fund. A Reserve Fund is established by the Ordinance. Upon delivery of the
2018 Bonds, the City will utilize a reserve fund surety policy from Assured Guaranty to fund the
Reserve Fund in an amount equal to the average annual debt service on the 2018 Bonds. The
Reserve Fund will be used to pay debt service on the 2018 Bonds to the extent that the net
income of the municipal water system and sanitary sewer system is insufficient therefor.
Additional Bonds; Outstanding Parity Bonds. The Ordinance will permit the issuance
of additional bonds of the City, payable from a lien on the Net Income on a parity with, or
subordinate to, the lien thereof of the 2018 Bonds. As of April 1, 2018, the following bonds are
outstanding payable from the Net Income on a parity with the 2018 Bonds:
Principal
Outstanding
Outstanding Parity Bonds (4/1/18)
Water and Sewer Revenue Refunding Bonds, Series 2007 $ 3,705,000
Water and Sewer Revenue Bonds, Series 2010 7,090,000
Water and Sewer Revenue Refunding Bonds, Series 2011 7,575,000
Water and Sewer Revenue Refunding Bonds, Series 2012 20,245,000
Water and Sewer Revenue Bonds, Series 2015 9,280,000
Water and Sewer Revenue Bonds, Series 2016 32,010,000
Total $79,905,000
Ratings. S&P Global Ratings, a business unit of Standard & Poor's Financial Services
LLC and Moody's Investors Service Inc., have assigned the 2018 Bonds municipal bond ratings
of"[ 1" and"[ 1,"respectively. See "RATINGS" in the Preliminary Official Statement.
Authorization. The 2018 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. A prospective bidder must electronically submit a bid for the 2018
Bonds via PARITY. Bids may be submitted electronically via PARITY in accordance with this
Notice of Bond Sale, until 10:00 a.m. Mountain 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 Municipal
Advisor at Piper Jaffray & Co., 1200 Seventeenth Street, Suite 1250, Denver, Colorado,
Telephone (303) 405-0848 or (303) 405-0845 (P. Jonathan Heroux or Marc Ragan), or
Bidcomp/PARITY at 1359 Broadway, 2nd Floor, New York, New York 10018, Telephone
(212) 404-8153; Fax (212) 849-5021.
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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 2018 Bonds.
Information Regarding Bids. Bidders may change and submit bids as many times as
they wish during the bidding. 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,""3rd,"etc.).
Bids Constitute an Irrevocable Offer. Each bid submitted through PARITY shall be
deemed an irrevocable offer to purchase the 2018 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% of the par amount,
nor will any net discount or commission be allowed or paid on the sale of the 2018 Bonds.
Basis of Award. The 2018 Bonds will be sold to the bidder offering to purchase the 2018
Bonds at the lowest true interest cost ("TIC"). The actuarial yield on the 2018 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 2018 Bonds as of the date of the 2018 Bonds (i.e.,
June 18, 2018), produces an amount equal to the aggregate bid price. Such calculation will be
made based upon a 360-day year 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 Municipal Advisor. The City and the
Municipal Advisor will verify the auction results immediately following the close of the bidding
period and notice of confirmation by the City and the Municipal 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 first 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 2018
Bonds, (b)to reoffer any 2018 Bonds for public or negotiated sale and (c)to waive any
irregularity or informality in any bid.
Good Faith Deposit. A good faith deposit will not be required in connection with the
submission of a bid for the bonds. The winning bidder will be required to wire one percent
(1.00%) of the par amount to the City as bid security by 3:00 p.m. Mountain Time on May 15,
2018. The City will provide wire instructions to the winning bidder. The bid security will be
retained by the City and: (a) will be applied, without allowance for interest, against the purchase
price when the 2018 Bonds are delivered to and paid for by such winning bidder or (b) will be
retained by the City as liquidated damages if the bidder defaults with respect to the bid or (c) will
be returned to the bidder if the 2018 Bonds are not issued by the City for any reason which does
not constitute a default by the bidder.
Manner and Time of Delivery. The 2018 Bonds will be delivered to DTC for the
account of the winning bidder at the expense of the City on June 18, 2018 or such later date as
the City and the winning bidder may agree. The winning bidder will not be required to accept
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delivery of the 2018 Bonds if they are not tendered for delivery by the City on June 18, 2018, or
such later date as the City and the winning bidder may agree; provided that delivery of any 2018
Bonds is conditioned upon the receipt by the City of a certificate as to their issue price. See "—
Establishment 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.
Establishment of Issue Price
(a) The winning bidder shall assist the City in establishing the issue price of the 2018
Bonds and shall execute and deliver to the City at closing an "issue price" or similar certificate
setting forth the reasonably expected Initial Offering Price (as defined herein) to the Public (as
defined herein) or the sales price or prices of the 2018 Bonds, together with the supporting
pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit
A-1 or A-2, with such modifications as may be appropriate or necessary, in the reasonable
judgment of the winning bidder, the City and Bond Counsel. All actions to be taken by the City
under this Notice of Bond Sale to establish the issue price of the 2018 Bonds may be taken on
behalf of the City by the Municipal Advisor. At the written request of the City, Bond Counsel or
the Municipal Advisor (including via e-mail), any notice or report to be provided to the City
under this Notice of Bond Sale shall be provided to, as applicable pursuant to such written
request, the City, Bond Counsel, or the Municipal Advisor.
(b) The City intends that the provisions of Treasury Regulation
Section 1.148-1(f)(3)(i) (defining "competitive sale" for purposes of establishing the issue price
of the 2018 Bonds) will apply to the initial sale of the 2018 Bonds (the "Competitive Sale
Requirements") because:
(1) the City shall disseminate this Notice of Bond Sale to potential
Underwriters (as defined herein) in a manner that is reasonably designed
to reach potential Underwriters;
(2) all bidders shall have an equal opportunity to bid;
(3) the City anticipates receiving bids from at least three bidders with
established industry reputations for underwriting new issuances of
municipal bonds; and
(4) the City anticipates awarding the sale of the 2018 Bonds to the bidder who
submits a firm offer to purchase the 2018 Bonds at the lowest interest cost,
as set forth in this Notice of Bond Sale.
The City shall take all reasonable steps that are appropriate so that the initial sale of the
2018 Bonds to the Public will satisfy the Competitive Sale Requirements. Any bid submitted
pursuant to this Notice of Bond Sale shall be considered a firm offer for the purchase of the 2018
Bonds, as specified in the bid.
(c) In the event that the Competitive Sale Requirements are not satisfied, the City
shall so advise the winning bidder. The City may determine to treat (i) the first price at which
10% of a maturity of the 2018 Bonds (the "10% Test") is sold to the Public as the issue price of
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that maturity and/or (ii) the Initial Offering Price to the Public as of the Sale Date (as defined
herein) of any maturity of the 2018 Bonds as the issue price of that maturity (the "Hold-the-
Offering-Price Rule"), in each case applied on a maturity-by-maturity basis. The City intends to
apply the Hold-the-Offering-Price Rule if the Competitive Sale Requirements are not satisfied
but may, in its discretion, apply the 10% Test if necessary. The winning bidder shall advise the
City if any maturity of the 2018 Bonds satisfies the 10% Test as of the date and time of the
award of the 2018 Bonds. The City (or the Municipal Advisor) shall promptly advise the
prospective winning bidder, at or before the time of award of the 2018 Bonds, which maturities
of the 2018 Bonds shall be subject to the 10% Test or shall be subject to the Hold-the-Offering-
Price Rule. Bids will not be subject to cancellation in the event that the Competitive Sale
Requirements are not satisfied. Bidders should prepare their bids on the assumption that
all of the maturities of the 2018 Bonds will be subject to the Hold-the-Offering-Price Rule
in order to establish the issue price of the 2018 Bonds.
(d) By submitting a bid, the winning bidder shall (i) confirm that the Underwriter(s)
have offered or will offer the 2018 Bonds to the Public on or before the date of award at the
offering price or prices (the "Initial Offering Price"), or at the corresponding yield or yields, set
forth in the bid submitted by the bidder and (ii) agree, on behalf of the Underwriter(s)
participating in the purchase of the 2018 Bonds, that the Underwriter(s) will neither offer nor sell
unsold 2018 Bonds of any maturity to which the Hold-the-Offering-Price Rule shall apply to any
person at a price that is higher than the Initial Offering Price to the Public during the period
starting on the Sale Date and ending on the earlier of the following:
(1) the close of the fifth(5th)business day after the Sale Date; or
(2) the date on which the Underwriter(s) have sold at least 10% of that
maturity of the 2018 Bonds to the Public at a price that is no higher than
the Initial Offering Price to the Public.
The winning bidder shall promptly advise the City or the Municipal Advisor when the
Underwriter(s) have sold 10% of that maturity of the 2018 Bonds to the Public at a price that is
no higher than the Initial Offering Price to the Public, if that occurs prior to the close of the fifth
(5th) business day after the Sale Date.
(e) If the Competitive Sale Requirements are not satisfied, then until the 10% Test
has been satisfied as to each maturity of the 2018 Bonds, the winning bidder agrees to promptly
report to the City the prices at which the unsold 2018 Bonds of that maturity have been sold to
the Public. That reporting obligation shall continue, whether or not the closing date has
occurred, until the 10% Test has been satisfied as to the 2018 Bonds of that maturity or until all
2018 Bonds of that maturity have been sold.
(fi The City acknowledges that, in making the representation set forth above, the
winning bidder will rely on (i) the agreement of each Underwriter to comply with the Hold-the-
Offering-Price Rule, as set forth in any agreement among underwriters and the related pricing
wires, (ii) in the event a selling group has been created in connection with the initial sale of the
2018 Bonds to the Public, the agreement of each dealer who is a member of the selling group to
comply with the Hold-the-Offering-Price Rule, as set forth in a selling group agreement and the
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related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution
agreement that was employed in connection with the initial sale of the 2018 Bonds to the Public,
the agreement of each broker-dealer that is a party to such agreement to comply with the Hold-
the-Offering-Price Rule, as set forth in the retail distribution agreement and the related pricing
wires. The City further acknowledges that each Underwriter shall be solely liable for its failure to
comply with its agreement regarding the Hold-the-Offering-Price Rule and that no Underwriter
shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a
selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply
with its corresponding agreement regarding the Hold-the-Offering-Price Rule as applicable to the
2018 Bonds.
(g) By submitting a bid, each bidder confirms that: (i) any agreement among
underwriters, any selling group agreement and each retail distribution agreement (to which the
bidder is a party) relating to the initial sale of the 2018 Bonds to the Public, together with the
related pricing wires, contains or will contain language obligating each Underwriter, each dealer
who is a member of the selling group, and each broker-dealer that is a party to such retail
distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the
unsold 2018 Bonds of each maturity allotted to it until it is notified by the winning bidder that
either the 10% Test has been satisfied as to the 2018 Bonds of that maturity or all 2018 Bonds of
that maturity have been sold to the Public and (B) comply with the Hold-the-Offering-Price
Rule, if applicable, in each case if and for so long as directed by the winning bidder and as set
forth in the related pricing wires; and (ii) any agreement among underwriters relating to the
initial sale of the 2018 Bonds to the Public, together with the related pricing wires, contains or
will contain language obligating each Underwriter that is a party to a retail distribution
agreement to be employed in connection with the initial sale of the 2018 Bonds to the Public to
require each broker-dealer that is a party to such retail distribution agreement to (A) report the
prices at which it sells to the Public the unsold 2018 Bonds of each maturity allotted to it until it
is notified by the winning bidder or such Underwriter that either the 10% Test has been satisfied
as to the 2018 Bonds of that maturity or all 2018 Bonds of that maturity have been sold to the
Public and (B) comply with the Hold-the-Offering-Price Rule, if applicable, in each case if and
for so long as directed by the winning bidder or such Underwriter and as set forth in the related
pricing wires.
(h) Sales of any 2018 Bonds to any person that is a Related Party (as defined herein)
to an Underwriter shall not constitute sales to the Public for purposes of this Notice of Bond
Sale. Further, for purposes of this Notice of Bond Sale:
(i) "Public"means any person other than an Underwriter or a Related Party,
(ii) "Underwriter" means (A) any person that agrees pursuant to a written
contract with the City (or with the lead Underwriter to form an
underwriting syndicate) to participate in the initial sale of the 2018 Bonds
to the Public and (B) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (A) to participate in
the initial sale of the 2018 Bonds to the Public (including a member of a
selling group or a party to a retail distribution agreement participating in
the initial sale of the 2018 Bonds to the Public),
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(iii) a purchaser of any of the 2018 Bonds is a "Related Party" to an
Underwriter if the Underwriter and the purchaser are subject, directly or
indirectly, to (i) at least 50% common ownership of the voting power or
the total value of their stock, if both entities are corporations (including
direct ownership by one corporation of another), (ii) more than 50%
common ownership of their capital interests or profits interests, if both
entities are partnerships (including direct ownership by one partnership of
another), or (iii) more than 50% common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit
interests of the partnership, as applicable, if one entity is a corporation and
the other entity is a partnership (including direct ownership of the
applicable stock or interests by one entity of the other), and
(iv) "Sale Date" means the date that the 2018 Bonds are awarded by the City
to the winning bidder.
Failure to provide the reoffering prices and yields, and to certify the same in a form
satisfactory to Bond Counsel, may result in cancellation of the sale and/or forfeiture of the
winning bidder's good faith deposit.
Official Statement. The Preliminary Official Statement, dated on or about May { ],
2018, and the information contained therein has 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 Municipal Advisor. See "—Information"below.
The City, at its expense, will make available to the winning bidder, within seven (7)
business days after the award of the sale of the 2018 Bonds, up to 10 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 Board.
Continuing Disclosure Undertaking. The City has covenanted to provide, in a timely
manner, to the municipal securities information repository at http://emma.msrb.org 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. Reference is made to the
Preliminary Official Statement for a more complete description of the City's continuing
disclosure undertaking obligations.
State Securities Laws. The City has taken no action to qualify the offer or sale of the
2018 Bonds under the securities laws of any state. Should any such qualification be necessary,
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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 2018 Bonds. Any
error or omission in printing such numbers on the 2018 Bonds will not constitute cause for the
winning bidder to refuse delivery of any 2018 Bond. All expenses in relation to obtaining the
CUSIP numbers and printing of the CUSIP numbers on the 2018 Bonds shall be paid for by the
winning bidder.
Legal Opinion, 2018 Bonds and Transcript. The validity and enforceability of the 2018
Bonds will be approved by the City's Bond Counsel:
Kutak Rock LLP
1801 California Street
Suite 3000
Denver, Colorado 80202
(303) 297-2400
FAX: (303) 292-7799
www.kutakrock.com
The purchaser of the 2018 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;
(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 2018
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 2018 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 2018 Bonds, of Butler
Snow LLP, Special 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 preparation 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
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make the statements therein, in the light of the circumstances under which they were
made,not misleading.
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 2018 Bonds will be communicated by
posting on the PARITY website not later than 3:00 p.m. Mountain Time on the day preceding the
day on which proposals may be submitted, and bidders shall bid upon the 2018 Bonds based
upon the terms thereof set forth in this Notice of Bond Sale, as so modified by such supplemental
information.
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 2018 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 2018 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.
By order of the City Council of the City of Boulder, Colorado, dated this 1St day of May,
2018. -mo
By /s/Suzanne Jones' � � '
Mayor, City of B UTde`, Colora,o
By /s/Cheryl Patelli
Chief Financial Officer
City of Boulder, Colorado
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[IF THREE BIDS OR MORE ARE RECEIVED, EXHIBIT A-1 SHALL BE USED AS THE
ISSUE PRICE CERTIFICATE. IF LESS THAN THREE BIDS ARE RECEIVED,
EXHIBIT A-2 SHALL BE USED AS THE ISSUE PRICE CERTIFICATE.]
EXHIBIT A-1
FORM OF ISSUE PRICE CERTIFICATE
$[ ]*
CITY OF BOULDER, COLORADO
(Acting through its Water Utility Enterprise
and its Wastewater Utility Enterprise)
WATER AND SEWER REVENUE BONDS
SERIES 2018
The undersigned, as representative of [UNDERWRITER], [LOCATION] ("[SHORT
NAME OF UNDERWRITER]"), hereby certifies as set forth below with respect to the sale and
issuance of the above-captioned obligations (the "Bonds").
ARTICLE II
REASONABLY EXPECTED INITIAL OFFERING PRICE.
(a) As of the Sale Date, the reasonably expected initial offering prices of the
Bonds to the Public by [SHORT NAME OF UNDERWRITER] are the
prices listed in Schedule A (the "Expected Offering Prices"). The
Expected Offering Prices are the prices for the Maturities of the Bonds
used by [SHORT NAME OF UNDERWRITER] in formulating its bid to
purchase the Bonds. Attached as Schedule B is a true and correct copy of
the bid provided by [SHORT NAME OF UNDERWRITER] to purchase
the Bonds.
(b) [SHORT NAME OF UNDERWRITER] was not given the opportunity to
review other bids prior to submitting its bid.*
(c) The bid submitted by [SHORT NAME OF UNDERWRITER] constituted
a firm offer to purchase the Bonds.
*Preliminary; subject to change.
*Treas.Reg. §1.148-1(t)(3)(i)(B)requires that all bidders have an equal opportunity to bid to purchase bonds. If the
bidding process affords an equal opportunity for bidders to review other bids prior to submitting their bids,then this
representation should be modified to describe the bidding process.
4816-4623-8048.5
ARTICLE III
DEFINED TERMS.
(a) "Issuer" means City of Boulder, Colorado (Acting through its Water
Utility Enterprise and its Wastewater Utility Enterprise).
(b) "Maturity" means Bonds with the same credit and payment terms. Bonds
with different maturity dates, or Bonds with the same maturity date but
different stated interest rates, are treated as separate Maturities.
(c) "Public" means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than an
Underwriter or a Related Party to an Underwriter. The term "Related
Party" for purposes of this certificate generally means any two or more
persons who have greater than 50 percent common ownership, directly or
indirectly.
(d) "Sale Date" means the first day on which there is a binding contract in
writing for the sale of a Maturity of the Bonds. The Sale Date of the
Bonds is May 15, 2018.
(e) "Underwriter" means (i) any person that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an
underwriting syndicate) to participate in the initial sale of the Bonds to the
Public, and (ii) any person that agrees pursuant to a written contract
directly or indirectly with a person described in clause (i) of this paragraph
to participate in the initial sale of the Bonds to the Public (including a
member of a selling group or a party to a retail distribution agreement
participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents [SHORT NAME OF UNDERWRITER]'s interpretation of
any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations thereunder. The undersigned understands that the
foregoing information will be relied upon by the Issuer with respect to certain of the
representations set forth in the Closing Certificate and with respect to compliance with the
federal income tax rules affecting the Bonds, and by Kutak Rock LLP in connection with
rendering its opinion that the interest on the Bonds is excluded from gross income for federal
income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
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4816-4623-8048.5
[UNDERWRITER]
By:
Name:
Dated: [ISSUE DATE]
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SCHEDULE A
EXPECTED OFFERING PRICES
$[ ]*
CITY OF BOULDER, COLORADO
(Acting through its Water Utility Enterprise
and its Wastewater Utility Enterprise)
WATER AND SEWER REVENUE BONDS
SERIES 2018
SERIAL BONDS
Maturity Principal Interest Dollar Extended
December 1 Amount Rate Price Price
2019 $ % % $
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
[TERM BONDS]
Maturity Principal Interest Dollar Extended
December 1 Amount Rate Price Price
$ % % $
'Preliminary; subject to change.
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SCHEDULE B
COPY OF UNDERWRITER'S BID
(Attached)
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EXHIBIT A-2
FORM OF ISSUE PRICE CERTIFICATE
$[ 1*
CITY OF BOULDER, COLORADO
(Acting through its Water Utility Enterprise
and its Wastewater Utility Enterprise)
WATER AND SEWER REVENUE BONDS
SERIES 2018
The undersigned, as representative of [UNDERWRITER], [LOCATION] ("[SHORT
NAME OF UNDERWRITER]"), hereby certifies as set forth below with respect to the sale and
issuance of the above-captioned obligations(the "Bonds").
1. Initial Offering Price of the Bonds.
(a) [SHORT NAME OF UNDERWRITER] offered each Maturity of the
Bonds to the Public for purchase at the respective initial offering prices listed in Schedule A (the
"Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent
communication for the Bonds is attached to this certificate as Schedule B.
(b) As set forth in the Notice of Bond Sale, [SHORT NAME OF
UNDERWRITER] has agreed that, (i) for each Maturity of the Bonds, it would neither offer nor
sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial
Offering Price for such Maturity during the Holding Period for such Maturity (the "Hold-the-
Offering-Price Rule"), and (ii) any selling group agreement shall contain the agreement of each
dealer who is a member of the selling group, and any retail distribution agreement shall contain
the agreement of each broker-dealer who is a party to the retail distribution agreement,to comply
with the Hold-the-Offering-Price Rule. Pursuant to such agreement, no Underwriter (as defined
below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective
Initial Offering Price for that Maturity of the Bonds during the Holding Period.
2. Defined Terms.
(a) "Holding Period" means, for each Maturity of the Bonds, the period
starting on the Sale Date and ending on the earlier of(i) the close of the fifth business day after
the Sale Date (June 16, 2018) or (ii) the date on which the Underwriter has sold at least 10% of
such Maturity of the Bonds to the Public at prices that are no higher than the Initial Offering
Price for such Maturity.
(b) "Issuer" means City of Boulder, Colorado (Acting through its Water
Utility Enterprise and its Wastewater Utility Enterprise).
*Preliminary; subject to change.
4816-4623-8048.5
(c) "Maturity" means Bonds with the same credit and payment terms. Bonds
with different maturity dates, or Bonds with the same maturity date but different stated interest
rates, are treated as separate Maturities.
(d) "Public" means any person (including an individual, trust, estate,
partnership, association, company, or corporation) other than an Underwriter or a Related Party
to an Underwriter. The term "Related Party" for purposes of this certificate generally means any
two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(e) "Sale Date" means the first day on which there is a binding contract in
writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is May 15, 2018.
(0 "Underwriter" means (i) any person that agrees pursuant to a written
contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant
to a written contract directly or indirectly with a person described in clause (i) of this paragraph
to participate in the initial sale of the Bonds to the Public (including a member of a selling group
or a party to a retail distribution agreement participating in the initial sale of the Bonds to the
Public).
The representations set forth in this certificate are limited to factual matters only.
Nothing in this certificate represents the [SHORT NAME OF UNDERWRITER]'s interpretation
of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986,
as amended, and the Treasury Regulations thereunder. The undersigned understands that the
foregoing information will be relied upon by the Issuer with respect to certain of the
representations set forth in the Closing Certificate and with respect to compliance with the
federal income tax rules affecting the Bonds, and by Kutak Rock LLP in connection with
rendering its opinion that the interest on the Bonds is excluded from gross income for federal
income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other
federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
[UNDERWRITER]
By:
Name:
Dated: [ISSUE DATE]
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4816-4623-8048.5
SCHEDULE A
INITIAL OFFERING PRICES OF THE BONDS
$[ ]*
CITY OF BOULDER, COLORADO
(Acting through its Water Utility Enterprise
and its Wastewater Utility Enterprise)
WATER AND SEWER REVENUE BONDS
SERIES 2018
SERIAL BONDS
Maturity Principal Interest Dollar Extended
December 1 Amount Rate Price Price
2019 $ % % $
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
TERM BONDS
Maturity Principal Interest Dollar Extended
December 1 Amount Rate Price Price
$ % % $
*Preliminary;subject to change.
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SCHEDULE B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
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