HomeMy WebLinkAbout1053 - ADOPTING the proposed Open Space Acquisition refunding bonds, series 2009 in the principal amount of not to exceed $7,000,000
RESOLUTION NO. 1053 (2009)
A RESOLUTION CONCERNING THE PROPOSED CITY OF BOULDER,
COLORADO OPEN SPACE ACQUISITION REFUNDING BONDS,
SERIES 2009 (THE "SERIES 2009 REVENUE/GO REFUNDING BONDS"),
IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $7,000,000
AUTHORIZING THE NOTICE OF BOND SALE WITH RESPECT TO THE
SERIES 2009 REVENUE/GO REFUNDING BONDS; PRESCRIBING
CERTAIN DETAILS CONCERNING THE PROPOSED SALE OF THE
SERIES 2009 REVENUE/GO REFUNDING 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 1.35:1; 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 not to exceed $7,000,000, designated City of Boulder, Colorado
Open Space Acquisition Refunding Bonds, Series 2009 (the "Series 2009 Revenue/GO
Refunding Bonds"), to provide funds with which to (a) current refund the City of Boulder,
Colorado Open Space Acquisition Refunding Bonds, Series 1999 (the "1999 Refunded Bonds");
and (b) to pay all necessary incidental and appurtenant costs in connection therewith, including
paying issuance expenses with respect to the Series 2009 Revenue/GO Refunding Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF BOULDER THAT:
Section 1. The Series 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding Bonds on June 2,
2009 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.
4950-0464-2307.3
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 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 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
$6,275,000
City of Boulder, Colorado
Open Space Acquisition Refunding Bonds
Series 2009
PUBLIC NOTICE IS HEREBY GIVEN that electronic bids will be received for the
purchase of the City of Boulder, Colorado Open Space Acquisition Refunding Bonds,
Series 2009 (the "Series 2009 Revenue/GO Refunding Bonds"), more particularly described
below. As more fully described in the Preliminary Official Statement, dated May 21, 2009 (the
"Preliminary Official Statement'), the City of Boulder, Colorado (the "City"), is causing the
Series 2009 Revenue/GO Refunding Bonds to be offered and issued pursuant to the Bond
Ordinance of the City to be adopted on June 2, 2009 (the "Ordinance"). Bids for the purchase of
the Series 2009 Revenue/GO Refunding 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: Tuesday, June 2, 2009
Bid Time: Between 11:00 a.m. and 11:30 a.m. Eastern Time (Between 9:00 a.m.
and 9:30 a.m. Mountain Time)
Submit Bid to: PARITY electronic bidding system as set forth in "TERMS OF
SALE-Submission of Bids"
Delivery Date: July 7, 2009
Preliminary; subject to adjustment as set forth herein.
4850-0464-2307.3 2
Information relating to this auction may be obtained from the City's Financial Advisor,
Piper Jaffray & Co. at 303-820-5848 or (303) 820-5851 (P. Jonathan Heroux or Bryan Stelmack)
or from PARITY at 212-849-5021.
To bid, each bidder must have both (1) a subscription to PARITY and (2) requested and
received admission to the bidding of the Series 2009 Revenue/GO Refunding 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 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 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 Series 2009
Revenue/GO Refunding Bonds. The information set forth herein is subject, in all respects,
to a more complete description of the Series 2009 Revenue/GO Refunding Bonds and the
security therefor set forth in the Preliminary Official Statement.
SERIES 2009 REVENUE/GO REFUNDING BOND DETAILS
Terms. The "City of Boulder, Colorado Open Space Acquisition Refunding Bonds,
Series 2009" 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. Proceeds of the Series 2009
Revenue/GO Refunding Bonds will be used to (a) current refund the City of Boulder, Colorado
Open Space Acquisition Refunding Bonds, Series 1999 (the "1999 Refunded Bonds"); and
(b) pay all necessary incidental and appurtenant costs in connection therewith, including paying
issuance expenses with respect to the Series 2009 Revenue/GO Refunding Bonds.
Interest on the Series 2009 Revenue/GO Refunding Bonds will be payable on each
February 15 and August 15 commencing on August 15, 2009. The Series 2009 Revenue/GO
Refunding Bonds will mature on August 15 in each of the designated amounts and years as
follows:
4850-0464-2307.3 3
Maturity Schedule +
Maturity Date
(August 15) Principal Amount
2010 $1,450,000
2011 1,495,000
2012 1,545,000
2013 1,785,000
Preliminary; subject to adjustment as set forth in "TERMS OF
SALE-Adjustment of Principal Amount" herein.
The Series 2009 Revenue/GO Refunding Bonds will be issued in registered form, in
denominations of $5,000 or integral multiples thereof. The Series 2009 Revenue/GO Refunding
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
Series 2009 Revenue/GO Refunding Bonds described above are 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 2009 Revenue/GO Refunding Bonds to the successful
bidder, and will not reduce or increase the aggregate principal amount of the Series 2009
Revenue/GO Refunding Bonds by more than 20%. 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 2009 Revenue/GO
Refunding Bonds in such adjusted principal amounts and to modify the purchase price for the
Series 2009 Revenue/GO Refunding Bonds to reflect such adjusted principal amounts.
Interest Rates and Limitations. Interest from the date of delivery will be payable on
August 15, 2009 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 2009
Revenue/GO Refunding 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 2009 Revenue/GO Refunding Bond prior to its maturity may not exceed the lowest rate of
interest accruing on any other Series 2009 Revenue/GO Refunding Bond prior to its maturity by
4850-0464-2307.3 4
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 2009 Revenue/GO Refunding Bonds shall be in level or
ascending order from lowest to highest.
The Series 2009 Revenue/GO Refunding Bonds shall be all serial bonds.
Security. The Series 2009 Revenue/GO Refunding Bonds will be payable from, and will
constitute a subordinate lien on all Net Pledged Revenues (hereinafter defined) and moneys on
deposit in the Bond Fund established and continued by the Ordinance. The Series 2009
Revenue/GO Refunding Bonds will be subordinate to certain bonds previously issued by the City
with a senior lien on the Net Pledged Revenues. 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.
Reference is made to the Preliminary Official Statement for a more complete description
of the security for the Series 2009 Revenue/GO Refunding Bonds.
Additional Bonds; Outstanding Bonds. The Ordinance will permit the issuance of
additional bonds of the City, payable from a lien on the Net Pledged Revenues on a parity with,
or subordinate to, the lien thereof on the Series 2009 Revenue/GO Refunding Bonds. Upon the
issuance of the Series 2009 Revenue/GO Refunding Bonds and the refunding of the 1999
Refunded Bonds, and the concurrent refunding of the City's Sales Tax Revenue Refunding
Bonds (Open Space Acquisition), Series 1999 (the "Series 1999 Revenue Bonds") by the City's
Open Space Acquisition Refunding Bonds, Series 2009 (the "Series 2009 Revenue Refunding
Bonds" to be issued simultaneously with the issuance of the Series 2009 Revenue/GO Refunding
Bonds, there will be outstanding $2,075,000 of the City's Open Space Acquisition Refunding
Bonds, Series 1998, $2,195,000 of the City's Open Space Acquisition Bonds, Series 2000 (the
"Series 2000 Bonds"); $17,650,000 of the City's Open Space Acquisition Bonds, Series 2006
(the "2006 Bonds"); and $12,075,000 of the City's Open Space Acquisition Refunding Bonds,
Series 2007 (the "Series 2007 Bonds") payable from the Net Pledged Revenues on a parity basis
to the Series 2009 Revenue/GO Refunding Bonds.
Ratings. The Series 2009 Revenue/GO Refunding Bonds have been rated by
Moody's, by S&P and by Fitch. See "RATINGS" in the Preliminary Official
Statement.
No Optional Redemption. The Series 2009 Revenue/GO Refunding Bonds are not
subject to optional redemption prior to maturity.
Authorization. The Series 2009 Revenue/GO Refunding 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.
4850-0464-2307.3 5
TERMS OF SALE
Submission of Bids. Bids may be submitted either electronically, by facsimile or by
sealed bid. Bids which are not submitted electronically via PARITY must be submitted on the
City's Bid Form which should be either enclosed in a sealed envelope marked on the outside
"Proposal for the Series 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding Bonds via PARITY.
Bids may be submitted electronically via PARITY in accordance with this Notice of Bond Sale,
until 11:00 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 Financial Advisor at Piper Jaffray
& Co., 1200 Seventeenth Street, Suite 1250, Denver, Colorado, Telephone: (303) 820-5848 or
(303) 820-5851, or Bidcomp/PARITY at 1359 Broadway, 2"d Floor, New York, New York
10018, Telephone: (212) 404-8153; Fax: (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 2009 Revenue/GO Refunding 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'a," etc.).
Bids Constitute an Irrevocable Offer. Each bid submitted through PARITY shall be
deemed an irrevocable offer to purchase the Series 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding Bonds, nor will any net discount or
commission be allowed or paid on the sale of the Series 2009 Revenue/GO Refunding Bonds.
Basis of Award. The Series 2009 Revenue/GO Refunding Bonds will be sold to the
bidder offering to purchase the Series 2009 Revenue/GO Refunding Bonds at the lowest TIC.
The actuarial yield on the Series 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding Bonds as of the date of the
4850-0464-2307.3 6
Series 2009 Revenue/GO Refunding Bonds, i.e., July 7, 2009 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 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 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 Series
2009 Revenue/GO Refunding Bonds, (b) to reoffer any Series 2009 Revenue/GO Refunding
Bonds for public or negotiated sale and (c) to waive any in•egularity 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 1999 Refunded Bonds (as defined in the Ordinance) and shall determine the
composition of the escrow (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 2009
Revenue/GO Refunding Bond proceeds are required to establish such escrow, the principal
amount of the Series 2009 Revenue/GO Refunding Bonds shall be adjusted upward 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 2009 Revenue/GO Refunding Bonds and
will not reduce or increase the aggregate principal amount of the Series 2009 Revenue/GO
Refunding Bonds by more than 20%. [Such adjustment shall not exceed $ for any
one year and shall not exceed $ in total principal amount.]
Further, the City reserves the discretion, notwithstanding the foregoing, to vary the
principal amount of Series 2009 Revenue/GO Refunding 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 are to be received.
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 hundred
thirty thousand dollars ($130,000) to the City as bid security by 3:00 p.m. Mountain Time on
June 3, 2009. 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 Series 2009 Revenue/GO Refunding 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 Series 2009
Revenue/GO Refunding Bonds are not issued by the City for any reason which does not
constitute a default by the bidder.
4850-0464-2307.3 7
Bond Insurance at Purchaser's Option. If the Series 2009 Revenue/GO Refunding
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 2009
Revenue/GO Refunding Bonds. Any increased costs of issuance of the Series 2009 Revenue/GO
Refunding 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, S&P and Fitch, 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 2009 Revenue/GO Refunding Bonds have been awarded to the
purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery of
the Series 2009 Revenue/GO Refunding Bonds from the City.
Manner and Time of Delivery. The Series 2009 Revenue/GO Refunding Bonds will be
delivered to DTC for the account of the winning bidder at the expense of the City on July 7, 2009
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 2009 Revenue/GO Refunding Bonds if they are not
tendered for delivery by the City on July 7, 2009, or such later date as the City and the winning
bidder may agree; provided that delivery of any Series 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding Bonds (without accruing interest). If the
winning bidder for the Series 2009 Revenue/GO Refunding Bonds fails or neglects to complete
the purchase of the Series 2009 Revenue/GO Refunding Bonds within five days after such Series
2009 Revenue/GO Refunding Bonds are 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 Preliminary Official Statement, dated May 21, 2009, 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
maybe obtained by contacting the City's Financial 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 Series 2009 Revenue/GO Refunding 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.
4850-0464-2307.3 8
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 Rulemaking Board 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 2009 Revenue/GO Refunding 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 2009
Revenue/GO Refunding Bonds. Any error or omission in printing such numbers on the Series
2009 Revenue/GO Refunding Bonds will not constitute cause for the winning bidder to refuse
delivery of any Series 2009 Revenue/GO Refunding Bond. All expenses in relation to obtaining
the CUSIP numbers and printing of the CUSIP numbers on the Series 2009 Revenue/GO
Refunding Bonds shall be paid for by the winning bidder.
Legal Opinion, Series 2009 Revenue/GO Refunding Bonds and Transcript. The
validity and enforceability of the Series 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding 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 Series
2009 Revenue/GO Refunding Bonds as of the date of their delivery;
4850-0464-2307.3 9
(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 2009
Revenue/GO Refunding 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 2009 Revenue/GO
Refunding 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
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 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 award of the
Series 2009 Revenue/GO Refunding 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 2009
Revenue/GO Refunding Bonds to the public (excluding bond brokers and other intermediaries)
at which a substantial portion (10%) of each maturity of the Series 2009 Revenue/GO Refunding
Bonds have been or are expected to be sold, (2) the initial offering yield to maturity for each
maturity of the Series 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding Bonds and the total compensation
received and profit realized by the winning bidder in connection with the purchase and sale of
the Series 2009 Revenue/GO Refunding Bonds. By submitting its bid, each bidder agrees to
complete, execute and deliver such certificate prior to the delivery of the Series 2009
Revenue/GO Refunding 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 2009 Revenue/GO Refunding 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
4850-0464-2307.3 10
upon the Series 2009 Revenue/GO Refunding 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 Series 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding 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 2009
Revenue/GO Refunding 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. Bryan Stelmack
Piper Jaffray & Co.
1200 Seventeenth Street
Suite 1250
Denver, Colorado 80202
(303) 820-5848 or (303) 820-5851
[Remainder of page intentionally left blank]
4850-0464-2307.3 11
By order of the City Council of the City of Boulder, Colorado, dated 191' day of May,
2009.
By /s/ Matthew Appelbaum
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 2009 Revenue/GO Refunding 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 2009 Revenue/GO Refunding 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 Director of Finance and Record or the City Attorney.
Section 5. 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 6. 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 7. This resolution shall take effect immediately upon its introduction and
passage.
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4850-0464-2307.3 12
INTRODUCED, READ, PASSED AND ADOPTED this 194' day of May, 2009.
[SEAL]
Attest: OF BAUIo
/Il~LDI _W z~ CFR._
By
Mayor
Y
Director of Finance and ecord
4850-0464-2307.3 13