Loading...
HomeMy WebLinkAbout1106 - AUTHORIZING City of Boulder, Colorado General Fund Bonds (Capital Improvements Project), Series 2012 RESOLUTION NO. 1106 (2012) A RESOLUTION CONCERNING THE PROPOSED CITY OF BOULDER, COLORADO GENERAL FUND BONDS (CAPITAL IMPROVEMENT PROJECTS), SERIES 2012, IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $49,000,000 AUTHORIZING THE NO'T'ICE OF BOND SALE WITH RESPECT TO THE SERIES 2012 BONDS; PRESCRIBING CERTAIN DETAILS CONCERNING THE PROPOSED SALE OF THE SERIES 2012 BONDS; APPROVING THE FORM OF A PRELIMINARY OFFICIAL STATEMENT; AND PROVIDING THE EFFECTIVE DATE OF THIS RESOLUTION. WHERF,AS, 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, the City Council of the City (the "Council") deems it advisable and necessary to issue bonds of the City in an aggregate principal amount not to exceed $49,000,000, designated the City of Boulder, Colorado General Fund Bonds (Capital Improvement Projects), Series 2012 (the "Series 2012 Bonds"), to (a) fund capital improvement projects of the City as authorized in a ballot question approved by the City's electorate on November 1, 2011; and (b) pay costs of issuance of the Series 2012 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF BOULDER, COLORADO THAT: Section 1. The Series 2012 Bonds shall be, and the same are hereby ordered to be, publicly sold; and the Council shall cause bids to be received and to be opened publicly for the purchase of the Series 2012 Bonds on February 21, 2012 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 bids shall be received and opened. The City shall indicate in the notice hereinafter described the date, the hour and the place that bids shall be received and opened. Section 2. The Mayor of the City (the "Mayor") and 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 days prior to the sale date hereinabove designated. The Notice of Bond Sale shall be in substantially the following ibrm, 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: ,18 17-X94.1-098.3 (Form of Notice of Bond Sale) NOTICE OF BOND SALE $49,000,000# CITY OF BOULDER, COLORADO GENERAL FUND BONDS (CAPITAL IMPROVEMENT PROJECTS) SERIES 2012 PUBLIC NOTICE IS HEREBY GIVEN that electronic bids will be received for the purchase of the City of Boulder, Colorado General Fund Bonds (Capital Improvement Projects), Series 2012 (the "Series 2012 Bonds"), more particularly described below. As more fully described in the Preliminary Official Statement, dated February 8 2012 (the "Preliminary Official Statement"), the City of Boulder, Colorado (the "City"), is causing the Series 2012 Bonds to be offered and issued pursuant to the Ordinance of the City to be adopted on February 21, 2012 (the "Ordinance"). Bids for the purchase of the Series 2012 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, February 21, 2012 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: PARITY electronic bidding system as set forth in "TERMS OF SALE- Submission of Bids" Delivery Date: March 22, 2012 Information relating to this auction may be obtained from the City's Financial Advisor, Piper Jaffray & Co. (the "Financial Advisor), 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 2012 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, . Preliminary; subject to adjustment as set forth herein. 4817-8943-0798 3 2 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 2012 Bonds. The information set forth herein is subject, in all respects, to a more complete description of the Series 2012 Bonds and the security therefor set forth in the Preliminary Official Statement. SERIES 2012 BOND DETAILS Terms. The "City of Boulder, Colorado General Fund Bonds (Capital Improvement Projects), Series 2012" 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 Series 2012 Bonds are being used to (a) fund various capital improvement projects of the City as authorized in the Ballot Question (as defined in the Ordinance) approved by the City's electorate on November 1, 2011 (the "Project'); and (b) pay costs of issuance of the Series 2012 Bonds. Interest on the Series 2012 Bonds will be payable on each April 1 and October 1 commencing on October 1, 2012. The Series 2012 Bonds will mature on October 1 in each of the designated amounts and years as follows: 4817-8943-0798.3 Maturity Schedule Maturity Date (October 1) Principal Amount 2012 $2,295,000 2013 2,800,000 2014 2,815,000 2015 2,830,000 2016 2,860,000 2017 2,885,000 2018 2,040,000 2019 2,070,000 2020 2,100,000 2021 2,135,000 2022 2,175,000 2023 2,215,000 2024 2,265,000 2025 2,315,000 2026 2,370,000 2027 2,430,000 2028 2,490,000 2029 2,560,000 2030 2,635,000 2031 2,715,000 Preliminary; subject to adjustment as set forth in "TERMS OF SALE-- Adjustment of Principal Amount" herein, The Series 2012 Bonds will be issued in registered form, in denominations of $5,000 or integral multiples thereof. The Series 2012 Bonds will be issued in book-entry form utilizing the services of The Depository Trust Company, New York, New York ("D"I'C"), 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 2012 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 2012 Bonds to the successful bidder, and will not reduce or increase the aggregate principal amount of the Series 2012 Bonds by more than 10% 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 Series 2012 Bonds in such adjusted principal amounts and to modify the purchase price for the Series 2012 Bonds to reflect such adjusted principal amounts. .3 4 Interest Rates and Limitations. Interest from the date of delivery will be payable on October 1, 2012 and semiannually thereafter on April 1 and October 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 Series 2012 Bonds. Each interest rate specified must be stated in a multiple of 1/8 or 1/20 of 1 percent per annum. A zero interest rate is not permitted. No supplemental or "B" interest shall be allowed. The interest rates on the Series 2012 Bonds shall be in level or ascending order from lowest to highest. Term Bonds; Mandatory Sinking Fund Redemption. A bidder may request that any Bonds maturing on and after October 1, 2022 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 Series 2012 Bonds would have matured if they were not included in a term bond. Series 2012 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 Series 2012 Bonds as being included in a term bond must be made at the time the prospective bidder submits a bid for the Series 2012 Bonds via PARITY. See "TERMS OF SALE-Submission of Bids." Security. As more fully described in the Preliminary Official Statement prepared by the City with respect to the Series 2012 Bonds, the Series 2012 Bonds will be payable from all legally available funds and revenues of the General Fund of the City. Pursuant to the Ordinance, all legally available funds and revenues of the General Fund of the City are pledged, up to the full amount of principal of, interest on and premium, if any, due in each year, for the punctual payment of the principal of, interest on and premium, if any, due in connection with the maturity of or redemption of the Series 2012 Bonds as the same respectively become due and payable, provided that nothing in the Ordinance shall be construed to require the levying of any new or increased taxes for the payment of the principal of the Series 2012 Bonds, redemption premium or interest thereon. Reference is made to the Preliminary Official Statement for a more complete description of the security for the Series 2012 Bonds. Ratings. Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. ("S&P"), and Moody's Investors Service Inc. ("Moody's") have assigned the Series 2012 Bonds municipal bond ratings of "JI" and 'J I," respectively. See "RATINGS" in the Preliminary Official Statement. Optional Redemption. The Series 2012 Bonds maturing on and after October 1, 2023 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 October 1, 2022 and on any date 4817-8943-0798.3 5 thereafter, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date. Authorization. The Series 2012 Bonds are being issued pursuant to and in full conformity with the Constitution and laws of the State of Colorado, the Charter, an election approving the Ballot Question, the Ordinance and the Supplemental Public Securities Act, Part 2 of Article 57, Title 11, C.R.S. TERMS OF SALE Submission of Bids. A prospective bidder must electronically submit a bid for the Series 2012 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 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 2012 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," "3rd," etc.). Bids Constitute an Irrevocable Offer. Each bid submitted through PARITY shall be deemed an irrevocable offer to purchase the Series 2012 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 of the Series 2012 Bonds, nor will any net discount or commission be allowed or paid on the sale of the Series 2012 Bonds. Basis of Award. The Series 2012 Bonds will be sold to the bidder offering to purchase the Series 2012 Bonds at the lowest TIC. The actuarial yield on the Series 2012 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 2012 Bonds as of the date of the Series 2012 Bonds, i.e., March 22, 2012 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. 4817-8943-0798.3 6 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 2012 Bonds, (b) to reoffer any Series 2012 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, the principal amount of the Series 2012 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 2012 Bonds and will not reduce or increase the aggregate principal amount of the Series 2012 Bonds by more than 10% in total principal amount. Further, the City reserves the discretion, notwithstanding the foregoing, to vary the principal amount of Series 2012 Bonds in excess of the parameters set forth above if the City deems it necessary to accomplish the funding of the Project, 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 Series 2012 Bonds. The winning bidder will be required to wire Four Hundred and Ninety Thousand dollars ($490,000) (1.00%) to the City as bid security by 3:00 p.m. Mountain Time on February 21, 2012. 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 2012 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 2012 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 Series 2012 Bonds will be delivered to DTC for the account of the winning bidder at the expense of the City on March 22, 2012 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 2012 Bonds if they are not tendered for delivery by the City on March 22, 2012, or such later date as the City and the winning bidder may agree; provided that delivery of any Series 2012 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 2012 Bonds (without accruing interest). If the winning bidder for the Series 2012 Bonds fails or neglects to complete the purchase of the Series 2012 Bonds within five days after such Series 2012 Bonds are made ready and are tendered for delivery, the amount 4817-8943-0798 3 7 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 February 8, 2012, 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. 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 2012 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 Board. Continuing Disclosure Undertaking. The City has covenanted to provide, in a timely manner to the municipal securities information repository at http://enuna.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. 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 2012 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 2012 Bonds. Any error or omission in printing such numbers on the Series 2012 Bonds will not constitute cause for the winning bidder to refuse delivery of any Series 2012 Bond. All expenses in relation to obtaining the CUSIP numbers and printing of the Ci1SIP numbers on the Series 2012 Bonds shall be paid for by the winning bidder, Legal Opinion, Series 2412 Bonds and Transcript. The validity and enforceability of the Series 2012 Bonds will be approved by the City's Bond Counsel: 4817-8943-0798.3 8 Kutak Rock LLP 1901 California Street Suite 3100 Denver, Colorado 80202 (303) 297-2400 FAX: (303) 292-7799 www.kutakrock.com The purchaser of the Series 2012 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 2012 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 2012 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 2012 Bonds, of Kutak Rock LIT, Denver, Colorado, special disclosure 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 2012 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 2012 Bonds to the public (excluding bond brokers and other intermediaries) at which a substantial portion (10%) of each maturity of the Series 2012 Bonds have been or are expected to be sold, (2) the initial offering yield to maturity for each maturity of the Series 2012 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 2012 Bonds, the winning bidder will be required to complete, execute, and deliver to the City a certificate in form and substance required 4817-8943-0798 3 9 by Kutak Rock LLP, Bond Counsel, with respect to the public offering price and yield of the Series 2012 Bonds and the total compensation received and profit realized by the winning bidder in connection with the purchase and sale of the Series 2012 Bonds. By submitting its bid, each bidder agrees to complete, execute and deliver such certificate prior to the delivery of the Series 2012 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 LI.P, 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 2012 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 Series 2012 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 2012 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 2012 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 2012 Bonds may be obtained from: Mr. Robert W. F,ichem Chief Financial Officer 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 4817-8943-0798 3 10 By order of the City Council of the City of Boulder, Colorado, dated this 7t1i day of February, 2012. By /s/ Matt Appelbaum Mayor, City of Boulder, Colorado By Al Robert W. Eichem Chief Financial Officer, City of Boulder, Colorado (End of Notice of Bond Sale) Section 3. Bids for the Series 2012 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 2012 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 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. 4817-8943-0798.3 1 1 INTRODUCED, READ, PASSED AND ADOPTED this 7`n day of February, 2012. [SI AI. [ Attest: Mayor ` )3y. City Clerk 4X17-8043-0748 3 12