Attachment B - Resolution 161

RESOLUTION 161 A RESOLUTION AUTHORIZING THE ISSUANCE OF THE BOULDER MUNICIPAL PROPERTY AUTHORITY CERTIFICATES OF PARTICIPATION; AUTHORIZING THE METHOD OF SALE WITH RESPECT TO SAID CERTIFICATES; AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE CONVEYANCE DOCUMENTS, A LEASE, AND AN INDENTURE; AUTHORIZING THE USE OF A NOTICE OF SALE AND PRELIMINARY AND FINAL OFFICIAL STATEMENTS; AUTHORIZING THE EXECUTION AND DELIVERY OF MISCELLANEOUS DOCUMENTS IN CONNECTION THEREWITH; DELEGATING CERTAIN DETAILS TO CERTAIN AUTHORIZED OFFICERS OF THE CORPORATION AND OTHERS; AND PROVIDING THE EFFECTIVE DATE OF THIS RESOLUTION. WHEREAS, the City of Boulder (the “City”), in the County of Boulder and the State of Colorado (the “State”), is a municipal corporation duly organized and existing as a home rule city under Article XX of the Constitution of the State (the “Constitution”) and the home rule charter of the City (the “Charter”); and WHEREAS, The Boulder Municipal Property Authority (the “Corporation”), a nonprofit corporation that was formed in 1988 for the purpose of purchasing, leasing or otherwise acquiring real estate, property and improvements, as well as leasing, conveying, selling or transferring such real estate, property and improvements, all for the use and benefit of the residents of the City, is duly organized, validly existing and in good standing under the laws of the State of Colorado (the “State”); and WHEREAS, the City desires to sell to the Corporation the City’s Pavilion Building and the land thereon owned by the City (together, the “Property”), and to lease the same back from the Corporation; and WHEREAS, the Corporation desires to purchase the Property from the City by issuing its Certificates of Participation (the “Certificates”) and using a portion of the proceeds therefrom for such acquisition; and WHEREAS, in order to effect the same, the Board of Directors of the Corporation (the “Board”) is desirous of (a) issuing the Certificates; (b) providing for the sale of the Certificates by means of a competitive sale through the i-Deal Parity electronic bidding system pursuant to the terms set forth in a Notice of Sale (the “Notice of Sale”); (c) receiving a conveyance of the Property through a special warranty deed from the City (the “Conveyance Document”); (d) entering into a Lease Purchase Agreement with respect to the Property (the “Lease”), between the Corporation, as lessor and the City, as lessee; and (e) causing the issuance, execution and delivery of the Certificates pursuant to a Mortgage and Indenture of Trust (the “Indenture”) by and between the Corporation and U.S. Bank Trust Company National Association, as trustee (the “Trustee”), which Certificates shall evidence assignments of proportionate interest in rights to receive certain payments under the Lease; and

WHEREAS, a portion of the proceeds of the Certificates may also be used to fund reserves and pay costs of issuance of the Certificates (including the cost of insurance for the Certificates, if any), and pay other costs and expenses and capital costs related to the renovation and expansion of, and associated site work at the City’s Pavilion Building, including any legally permitted costs and expenditures in connection therewith as part of the development of the Western City Campus; and WHEREAS, the obligation of the City to pay Base Rentals and Additional Rentals under the Lease shall be from year to year only and no provision of the Certificates or the Lease shall be construed or interpreted (a) to directly or indirectly obligate the City to make any payment in any fiscal year in excess of amounts appropriated for such fiscal year or for any fiscal year for which the City has not renewed the this Lease; (b) as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the City within the meaning of Article XI, Section 6 or Article X, Section 20 of the Constitution or any other Charter, constitutional or statutory limitation or provision; or (c) as a loan or pledge of the credit or faith of the City or as creating any responsibility by the City for any debt or liability of any person, company or corporation within the meaning of Article XI, Section 1 of the Constitution; and WHEREAS, neither the Lease nor the Indenture, nor the execution and delivery of the Certificates, shall directly or indirectly obligate the City to make any payments beyond those appropriated for any fiscal year during which the Lease shall be in effect. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of The Boulder Municipal Property Authority that: Section 1. The issuance of the Certificates in an aggregate principal amount of not to exceed $100,000,000, bearing interest at per annum rate or rates not to exceed 5.25% per annum and maturing no later than December 31, 2054 is hereby in all respects authorized and approved, and the Board hereby delegates the approval of all details of the Certificates within the parameters set forth above to the President, the Vice President or the Secretary-Treasurer (the “Authorized Officers”). Any one of the Authorized Officers of the Corporation is hereby authorized, empowered and directed to execute and deliver the Certificates, and the Secretary-Treasurer of the Corporation is authorized to attest and affix the seal of the Corporation to the same, in one or more series in form and substance as such Authorized Officers shall deem to be necessary, desirable or appropriate, the execution and delivery thereof by one of the Authorized Officers to constitute conclusive approval thereof. The Certificates are being issued pursuant to the Corporation’s organizational documents and the Supplemental Public Securities Act, Title 11, Article 57, Part 2 C.R.S. (the “Supplemental Act”). This Resolution constitutes an act of issuance under the Supplemental Act and the Corporation elects to apply the provisions of the Supplemental Act to this Resolution. Section 2. The Certificates shall be sold by a competitive sale through the i-Deal Parity electronic bidding system to the responsible bidder bidding the lowest actuarial yield on the Certificates, as an Authorized Officer shall deem in the best interests of the Corporation. Any Authorized Officer of the Corporation is hereby authorized, empowered and directed to execute and deliver a winning bidder certificate and a sale certificate (the “Sale Certificate”) in connection with the sale of the Certificates, in form and substance as such person executing the

same shall deem to be necessary, desirable or appropriate, the execution and delivery thereof by one of the Authorized Officers to constitute conclusive evidence of the approval thereof. Section 3. The execution and delivery of the Conveyance Document, the Lease, and the Indenture are hereby in all respects authorized and approved and any one of the Authorized Officers of the Corporation is authorized, empowered and directed to execute and deliver the Conveyance Document, the Lease, and the Indenture prior to or simultaneously with the issuance of the Certificates, for and on behalf of the Corporation, in form and content as such Authorized Officer shall deem to be necessary, desirable or appropriate, execution thereof by an Authorized Officer to constitute conclusive evidence of the approval thereof. Section 4. The Board hereby approves the distribution and use in connection with the offering of the Certificates, a Notice of Sale attached hereto as Exhibit A, the Preliminary Official Statement and final Official Statement in form and substance as the Mayor, the City Manager or the Interim Chief Financial Officer of the City shall approve; and an Authorized Officer is hereby authorized, directed and empowered to execute the Notice of Sale and the final Official Statement, the execution thereof to constitute conclusive evidence of the approval thereof. Section 5. Any Authorized Officer is hereby authorized, directed and empowered to executive and deliver any and all additional agreements, certificates, documents, opinions or other papers and perform all other acts, including, without limitation, the filing of any financing statements or any other documents to create and maintain a lien or security interest in the properties and revenues pledged under the Indenture as may be required by the documents contemplated above or as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this resolution. Section 6. The delegations contained herein to the Authorized Officers of the Corporation shall remain in effect to the date of the issuance of the Certificates and the execution and delivery of the Lease and the Indenture. Section 7. If any section, paragraph, clause or provision of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. Section 8. This resolution shall take effect immediately upon its introduction and passage.

INTRODUCED, READ, PASSED AND ADOPTED this 20th day of March, 2025. [SEAL] By

ATTEST:

By

President The Boulder Municipal Property Authority

Secretary-Treasurer The Boulder Municipal Property Authority

EXHIBIT A FORM OF NOTICE OF SALE $[_____________] * THE BOULDER MUNICIPAL PROPERTY AUTHORITY CERTIFICATES OF PARTICIPATION, SERIES 2025 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of May 1, 2025, between THE BOULDER MUNICIPAL PROPERTY AUTHORITY, as lessor, and THE CITY OF BOULDER, COLORADO, as lessee PUBLIC NOTICE IS HEREBY GIVEN that electronic bids will be received for the purchase of the $[_________]* aggregate principal amount of the above-captioned certificates of participation (the “Series 2025 Certificates”), more particularly described below. As more fully described in the Preliminary Official Statement, dated on or about [April 18, 2025] (the “Preliminary Official Statement”), the City of Boulder, Colorado (the “City”), is causing the Series 2025 Certificates to be offered and issued by The Boulder Municipal Property Authority (the “Corporation”) pursuant to the Bond Ordinance of the City adopted on March 20, 2025 (the “Ordinance”) and a resolution of the Corporation adopted on March 20, 2025 (the “Resolution”). Bids for the purchase of the Series 2025 Certificates must be submitted by means of the iDeal Parity electronic bidding system (“PARITY”). No other method of submitting bids will be accepted. The use of PARITY shall be at the bidder’s risk and expense, and none of the Corporation, the City, its Municipal Advisor or Bond Counsel shall have any liability with respect thereto. Electronic bids via PARITY must be submitted in accordance with PARITY’s Rules of Participation, as well as the provisions of this Notice of Sale. To the extent that provisions of this Notice of Sale conflict with PARITY’s Rules of Participation or any instruction or directions set forth by PARITY, the provisions of this Notice of Sale shall control. The date and time for submitting bids will be as follows: Bid Date:

[April 29, 2025]

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:

[May 15, 2025]

Information relating to the City and the Series 2025 Certificates may be obtained from the City’s Municipal Advisor, Hilltop Securities, Attention: Jason Simmons, 8055 E. Tufts Avenue, Suite 350, Denver, Colorado 80237, (telephone: (303) 771-0217; e-mail: Jason.Simmons@hilltopsecurities.com). *Preliminary; subject to adjustment as set forth herein.

Neither the City, the Corporation, 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 bond sale. All bids will be deemed to incorporate the provisions of this Notice of Sale. This Notice of 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 2025 Certificates. The information set forth herein is subject, in all respects, to a more complete description of the Series 2025 Certificates and the security therefor set forth in the Preliminary Official Statement. SERIES 2025 CERTIFICATE DETAILS Terms. The Series 2025 Certificates will be issued in the aggregate principal amount set forth in the caption of this Notice of Sale, and will be dated the date of delivery. The proceeds of the Series 2025 Certificates are being used to (a) finance the renovation and expansion of, and associated site work at the City’s Pavilion Building, including any legally permitted costs and expenditures in connection therewith as part of the development of the Western City Campus (collectively, the “Project”); and (b) pay costs of issuance of the Series 2025 Certificates. Interest on the Series 2025 Certificates will be payable on each May 1 and November 1, commencing on [November 1, 2025]. The Series 2025 Certificates will mature on November 1 in each of the designated amounts and years as follows:

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Maturity Schedule* Maturity Date (November 1) 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039

Principal Amount

Maturity Date (November 1)

Principal Amount

2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054

____________________ * 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 Series 2025 Certificates will be issued in registered form, in denominations of $5,000 or integral multiples thereof. The Series 2025 Certificates will be issued in book-entry form utilizing the services of The Depository Trust Company, New York, New York (“DTC”) as securities depository. U.S. Bank Trust Company National Association (the “Trustee”) as trustee under a Mortgage and Indenture dated as of November 1, 2025 (the “Indenture”), between the Corporation and the Trustee, shall serve as Registrar, Paying Agent and Transfer Agent for the Series 2025 Certificates. CUSIP numbers will be affixed to the Series 2025 Certificates, but errors in such CUSIP numbers or the failure to affix the CUSIP numbers to the Series 2025 Certificates shall not constitute cause for the purchaser to refuse delivery of the Series 2025 Certificates. 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 2025 Certificates 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 Series 2025 Certificates to the successful bidder, and will not reduce or increase the aggregate principal amount of the Series 2025 Certificates by more than [15%] 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 2025 Certificates in such adjusted principal amounts and to modify the purchase price for the Series 2025 Certificates 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. Amendment of Notice. The date and time of the sale may be changed at the discretion of the City, and the City also reserves the right to make other changes to the provisions of this Notice of Sale prior to the date and time of the sale; any such changes may be posted through PARITY. Prospective bidders are advised to check for such PARITY postings prior to the stated sale time. Interest Rates and Limitations. Interest from the date of delivery of the Series 2025 Certificates will be payable on [November 1, 2025], and semiannually thereafter on May 1 and November 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 2025 Certificates. annum.

Each interest rate specified must be stated in a multiple of 1/8 or 1/20 of 1 percent per

The maximum differential between the lowest and highest interest rates permitted for the issue is one percent (1.0%) (i.e., the maximum rate of interest accruing on any Series 2025 Certificate prior to its maturity may not exceed the lowest rate of interest accruing on any other Series 2025 Certificate prior to its maturity by more than one percent (1.0%)). A zero rate is not permitted. No supplemental or “B” interest shall be allowed. Purchase Price. The purchase price bid shall not be less than 100% of the par amount of the Series 2025 Certificates, nor will any net discount or commission be allowed or paid on the sale of the Series 2025 Certificates. Security. The Series 2025 Certificates evidence assignments of proportionate undivided interests in certain payments pursuant to the Lease and are secured by the Indenture, pursuant to which the Corporation will assign to the Trustee, for the benefit of the registered owners of the Series 2025 Certificates, its interest in the Lease, as well as a mortgage and security interest in the Leased Property. The Series 2025 Certificates are payable solely from amounts which may be appropriated annually by the City, from certain net proceeds of insurance policies or condemnation awards, from interest earnings on moneys in certain funds and accounts or from net proceeds from the leasing of or a liquidation of the Trustee’s interest in the Leased Property. Neither the Series 2025 Certificates nor the Lease constitutes a mandatory payment obligation in any fiscal year of the City beyond a fiscal year for which the City has appropriated amounts to make payments under the Lease. The City may terminate its obligations under the Lease on an annual basis. The exercise by the City of its option to terminate its obligations under the Lease (an “Event of Nonappropriation and Non-Renewal”) is determined by the failure of the City Council to specifically appropriate moneys sufficient to pay all Base Rentals and reasonably estimated Additional Rentals for the next renewal term of the Lease.

Redemption of Series 2025 Certificates in Whole Upon an Event of Nonappropriation and Nonrenewal or Event of Default. The Series 2025 Certificates are to be called for redemption in whole, on any date, in the event of the occurrence of an Event of Nonappropriation and Nonrenewal or the occurrence and continuation of an Event of Default under the Lease. The redemption price will be the lesser of (a) the principal amount of the Series 2025 Certificates, plus accrued interest to the redemption date (without any premium); or (b) the sum of (i) the amount, if any, received by the Trustee or the Corporation from the exercise of remedies under the Lease with respect to the Event of Nonappropriation and Nonrenewal or the occurrence and continuation of the Event of Default that gave rise to such redemption; and (ii) the other amounts available in the Trust Estate for payment of the redemption price of the Series 2025 Certificates, which amounts will be allocated among the Series 2025 Certificates in proportion to the principal amount of each Series 2025 Certificate. Notwithstanding any other provision of the Indenture, the payment of the redemption price of any Series 2025 Certificate pursuant to this redemption provision will be deemed to be the payment in full of such Series 2025 Certificate and no Owner of any Series 2025 Certificate redeemed pursuant to this redemption provision will have any right to any payment from the Corporation, the Trustee or the City in excess of such redemption price. In addition to any other notice required to be given under the Indenture, the Trustee is to, immediately after the Trustee has been notified of or has knowledge of the occurrence of an Event of Nonappropriation and Nonrenewal or an Event of Default under the Lease, notify the Owners (i) that such event has occurred and (ii) whether or not the funds then available to it for such purpose are sufficient to pay the redemption price set forth in clause (i). If the funds then available to the Trustee are sufficient to pay the redemption price set forth in clause (i), such redemption price shall be paid as soon as possible. If the funds then available to the Trustee are not sufficient to pay the redemption price set forth in clause (i) the Corporation and the Trustee shall (A) immediately pay the portion of the redemption price that can be paid from the funds available, net of any funds which, in the judgment of the Trustee, should be set aside to pursue remedies under the Lease and (B) subject to the provisions of Article VII of the Indenture, immediately begin to exercise and shall diligently pursue all remedies available to them under the Lease in connection of such Event of Nonappropriation and Nonrenewal or Event of Default. The remainder of the redemption price, if any, shall be paid to the Owners if and when funds become available to the Trustee from the exercise of such remedies. Optional Redemption of Series 2025 Certificates in Whole Upon Payment of Purchase Option Price. The Series 2025 Certificates maturing on or after November 1, [_____] shall be called for redemption, in whole, at a redemption price equal to the principal amount of the Series 2025 Certificates, plus accrued interest, on any date on and after November 1, 2025, in the event of, and to the extent that moneys are actually received by the Trustee from, the exercise by the City of its option to purchase in full the Leased Property as provided in the Lease, upon payment of the then applicable Purchase Option Price. Optional Redemption. The Series 2025 Certificates maturing prior to November 1, [_____] shall not be subject to optional redemption prior to their respective maturity dates. The Certificates maturing on and after November 1, [_____] shall be subject to redemption prior to their respective maturity dates at the option and direction of the City, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the City shall determine

and by lot within a maturity, on November 1, [_____], and on any date thereafter, at a redemption price equal to the principal amount of the Certificates so redeemed plus accrued interest to the redemption date and without a premium. Term Bonds; Mandatory Sinking Fund Redemption. A bidder may request that any Series 2025 Certificates be aggregated to form one or more 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 2025 Certificates would have matured if they were not included in a term bond. Series 2025 Certificates 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 2025 Certificates as being included in a term bond must be made at the time the prospective bidder submits a bid for the Series 2025 Certificates via PARITY. See “TERMS OF SALE—Submission of Bids.” Rating. Moody’s Investors Service, Inc. has assigned the Series 2025 Certificates a municipal bond rating of “[____].” See “RATING” in the Preliminary Official Statement. Authorization. The Series 2025 Certificates 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 Series 2025 Certificates via PARITY. Bids may be submitted electronically via PARITY in accordance with this Notice of Sale, until 9:30 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 Sale, the terms of this Notice of Sale shall control. For further information about PARITY, potential bidders may contact the City’s Municipal Advisor, Hilltop Securities, Attention: Jason Simmons, 8055 E. Tufts Avenue, Suite 350, Denver, Colorado 80237 (telephone: (303) 771-0217; e-mail: Jason.Simmons@hilltopsecurities.com, or PARITY at 1359 Broadway, 2nd 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 2025 Certificates. 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, nor the status of their bid relative to other bids (i.e, whether their bid is the leading bid). Bids Constitute an Irrevocable Offer. Each bid submitted through PARITY shall be deemed an irrevocable offer to purchase the Series 2025 Certificates on the terms provided in this Notice of Sale and shall be binding upon the bidder.

Basis of Award. The Series 2025 Certificates will be sold to the bidder offering to purchase the Series 2025 Certificates at the lowest true interest cost (“TIC”). The actuarial yield on the Series 2025 Certificates 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 2025 Certificates as of the delivery date of the Series 2025 Certificates [(i.e., May 15, 2025)], produces an amount equal to the aggregate bid price. Such calculation will be made based upon a 360-day year composed of twelve 30-day months 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 Series 2025 Certificates, (b) to reoffer any Series 2025 Certificates 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 Series 2025 Certificates. The winning bidder will be required to wire $[__________] of the par amount of the Series 2025 Certificates to the City as bid security by 3:00 p.m. Mountain Time on [April 29, 2025]. 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 2025 Certificates are delivered to and paid for by such winning bidder; (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 2025 Certificates 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 2025 Certificates will be delivered to DTC for the account of the winning bidder at the expense of the City on [May 15, 2025] 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 2025 Certificates if they are not tendered for delivery by the City on [May 15, 2025], or such later date as the City and the winning bidder may agree; provided that delivery of any Series 2025 Certificates 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 Series 2025 Certificates 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 Series 2025 Certificates, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as APPENDIX A, 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 Sale to establish the issue price of the Series 2025 Certificates 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 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 Series 2025 Certificates) will apply to the initial sale of the Series 2025 Certificates (the “Competitive Sale Requirements”) because: (1)

the City shall disseminate this Notice of 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 Series 2025 Certificates to the bidder who submits a firm offer to purchase the Series 2025 Certificates at the lowest interest cost, as set forth in this Notice of Sale.

The City shall take all reasonable steps that are appropriate so that the initial sale of the Series 2025 Certificates to the Public will satisfy the Competitive Sale Requirements. Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Series 2025 Certificates, 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 Series 2025 Certificates (the “10% Test”) is sold to the Public as the issue price of 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 Series 2025 Certificates 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 Series 2025 Certificates satisfies the 10% Test as of the date and time of the award of the Series 2025 Certificates. The City (or the Municipal Advisor) shall promptly advise the prospective winning bidder, at or before the time of award of the Series 2025 Certificates, which maturities of the Series 2025 Certificates 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 Series 2025 Certificates will be subject to the Hold-the-Offering-Price Rule in order to establish the issue price of the Series 2025 Certificates. (d) By submitting a bid, the winning bidder shall (i) confirm that the Underwriter(s) have offered or will offer the Series 2025 Certificates 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 Series 2025 Certificates, that the Underwriter(s) will neither offer nor sell unsold Series 2025 Certificates of any maturity to which the Hold-the-OfferingPrice 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 Series 2025 Certificates 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 Series 2025 Certificates 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 Series 2025 Certificates, the winning bidder agrees to promptly report to the City the prices at which the unsold Series 2025 Certificates 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 Series 2025 Certificates of that maturity or until all Series 2025 Certificates of that maturity have been sold. (f) 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-theOffering-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 Series 2025 Certificates 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 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 Series 2025 Certificates 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-theOffering-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 Series 2025 Certificates. (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 Series 2025 Certificates 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 Series 2025 Certificates 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 Series 2025 Certificates of that maturity or all Series 2025 Certificates 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 Series 2025 Certificates 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 Series 2025 Certificates 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 Series 2025 Certificates 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 Series 2025 Certificates of that maturity or all Series 2025 Certificates 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 Series 2025 Certificates 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 Sale. Further, for purposes of this Notice of 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 Series 2025 Certificates 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 Series 2025 Certificates 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 Series 2025 Certificates to the Public),

(iii)

a purchaser of any of the Series 2025 Certificates 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 Series 2025 Certificates 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 [April 18, 2025], 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 15c212”) 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 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 Series 2025 Certificates, 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. Pursuant to Rule 15c2-12, 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 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 obligations. State Securities Laws. The City has taken no action to qualify the offer or sale of the Series 2025 Certificates 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 ordered by the Municipal Advisor will be issued and printed on the Series 2025 Certificates. Any error or omission in printing such numbers on the

Series 2025 Certificates will not constitute cause for the winning bidder to refuse delivery of any Series 2025 Certificate. All expenses in relation to obtaining the CUSIP numbers and printing of the CUSIP numbers on the Series 2025 Certificates shall be paid for by the winning bidder. Legal Opinion, Series 2025 Certificates and Transcript. The validity and enforceability of the Series 2025 Certificates will be approved by the City’s Bond Counsel: Kutak Rock LLP 2001 16th Street Suite 1800 Denver, Colorado 80202 (303) 297-2400 FAX: (303) 292-7799 www.kutakrock.com The purchaser of the Series 2025 Certificates 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 2025 Certificates 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 2025 Certificates, 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 letter dated the date of the delivery of the Series 2025 Certificates, of Butler Snow LLP, Special Counsel to the City, addressed to the City but not to the purchaser of the Series 2025 Certificates, 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. (e) the opinion of Kutak Rock LLP, Bond Counsel, in substantially the form set forth as Appendix E to the Preliminary Official Statement.

Right To Modify or Amend Notice of Sale. The City reserves the right to modify or amend this Notice of Sale and the Bid Form, prior to the bid date. If any modifications occur, supplemental information with respect to the Series 2025 Certificates 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 2025 Certificates based upon the terms thereof set forth in this Notice of 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 2025 Certificates 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 2025 Certificates in conformity in all respects with the provision of this Notice of 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 and the Board of Directors of The Boulder Municipal Property Authority, this Notice of Sale is dated the [18th day of April, 2025]. By /s/ Aaron Brockett Mayor, City of Boulder, Colorado By /s/ Joel Wagner Interim Chief Financial Officer City of Boulder, Colorado By /s/ Aaron Brockett President The Boulder Municipal Property Authority By /s/ Joel Wagner Secretary-Treasurer The Boulder Municipal Property Authority

APPENDIX A FORM OF ISSUE PRICE CERTIFICATE $[___________] * THE BOULDER MUNICIPAL PROPERTY AUTHORITY CERTIFICATES OF PARTICIPATION, SERIES 2025 Evidencing Proportionate Interests in the Base Rentals and other Revenues under an Annually Renewable Lease Purchase Agreement dated as of May 1, 2025, between THE BOULDER MUNICIPAL PROPERTY AUTHORITY, as lessor, and THE CITY OF BOULDER, COLORADO, as lessee The undersigned, on behalf of [NAME OF UNDERWRITER] (“[SHORT NAME OF UNDERWRITER]”), hereby certifies as set forth below with respect to the sale of the abovecaptioned obligations (the “Series 2025 Certificates”). [Sections 1 and 2 and schedules to be adjusted in execution version as necessary if all of the requirements of a “competitive sale” are not satisfied.] 1.

Reasonably Expected Initial Offering Price.

(a) As of [THE SALE DATE], the reasonably expected initial offering prices of the Series 2025 Certificates 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 Series 2025 Certificates used by [SHORT NAME OF UNDERWRITER] in formulating its bid to purchase the Series 2025 Certificates. Attached as Schedule B is a true and correct copy of the bid provided by [SHORT NAME OF UNDERWRITER] to purchase the Series 2025 Certificates. (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 Series 2025 Certificates. 2.

Defined Terms.

(a) “Maturity” means Series 2025 Certificates with the same credit and payment terms. Series 2025 Certificates with different maturity dates, or Series 2025 Certificates with the same maturity date but different stated interest rates, are treated as separate Maturities. (b) “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 *

Preliminary; subject to adjustment as set forth herein.

generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (c) “Underwriter” means (i) any person that agrees pursuant to a written contract with the City of Boulder, Colorado (the “City”) or the Boulder Municipal Property Authority (the “Corporation”) (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Series 2025 Certificates 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 Series 2025 Certificates 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 Series 2025 Certificates 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 City and the Corporation with respect to certain of the representations set forth in the Tax Compliance Certificate and with respect to compliance with the federal income tax rules affecting the Series 2025 Certificates, and by Kutak Rock LLP in connection with rendering its opinion that the interest on the Series 2025 Certificates 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 City or the Corporation from time to time relating to the Series 2025 Certificates. IN WITNESS WHEREOF, the undersigned, on behalf of [SHORT NAME OF UNDERWRITER], has set his or her hand as of the date first written above. [UNDERWRITER] By: ___________________________________ Name: ________________________________ Title: _________________________________

SCHEDULE A EXPECTED OFFERING PRICES [ATTACH]

SCHEDULE B UNDERWRITER’S BID [ATTACH]