Loading...
HomeMy Public PortalAboutr 11-122�Rezvlutiwn of t4P Pozoug4 of &rfezet, �C J_ No. 11 -122 - Dale of Adoptio Arse 16, 2011 RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF NOT TO EXCEED S4,750,000 OF GENERAL IMPROVEMENT REFUNDING BONDS OFTEEBOROUGH OF CARTERET, IN THE COUNTY OF hJIDDLESEX, NEW JERSEY OR SUCH OTHERAIMOUNTAS DETERMINED BY THE CHIEF FINANCIAL, OFFICER TO ACCOMPLISH THE REFUNDING ON THE TERMS APPROVED BY THE LO CAL FINANCE BOARD CONSISTENT WITH THE REFUNDING PROVISIONS OF THE INTERNAL REVENUE CODE AND PROVIDING FOR THE SALE AND THE DELIVERY OF SUCH BONDS TO ROOSEVELT AND CROSS, INCORPORATED. BE IT RESOLVED BY THE BOROUGH COUNCIL OF THE BOROUGH OF CARTERET, COUNTY OF MIDDLESEX, NEW JERSEY (not less than two -thirds ofall members thereof affirmatively concurring) AS FOLLOWS: Section 1. An amount not to exceed $4,750,000 of General Improvement Refunding Bonds of the Borough of Carteret, in the County of Middlesex, New Jersey (the 'Borough "), in specific amounts to be determined as provided herein and as more fully described in a bond ordinance finally adopted by the Borough pursuant to the Local Bond Law on June 16, 2011, and entitled, "Refunding Bond Ordinance of the Borough of Carteret, in the County of Middlesex, New Jersey, Providing for the Refunding of All or a Portion of the Outstanding Callable General Improvement Bonds of the Borough, Dated December 1, 1998, Issued in the Original Principal Amount of $2,975,000, and All or a Portion of the Outstanding Callable General Improvement Bonds of the Borough, Dated November 15, 2002, Issued in the Original Principal Amount of $6,007,000 Appropriating $4,750,000 Therefor and Authorizing the Issuance of $4,750,000 Refunding Bonds of the Borough for Financing the Cost Thereof' shall be issued as "General Improvement Refunding Bonds" (the "Bonds"). Section 2. The Bonds are hereby authorized to be sold to Roosevelt and Cross, Incorporated ( the " Underwriter ") at a purchase price determined by theparameters set forth below and otherwise consistent with the terms included in the approval by the Local Finance Board in the Department of Community Affairs, State of New Jersey (the "Local Finance Board') on June 8, 2011: (a) the principal amount of the Bonds does not exceed $4,750,000; (b) the Net Interest Cost of the Bonds does not exceed an interest rate that would enable the Borough to complete the refunding within the parameters established by the Local Finance Board; (c) the Underwriter's discount does not exceed the amount referenced in the approved Local Finance Board application; (d) the maturity structure or weighted average maturity for the Bonds is substantially similar to the structure submitted to and approved by the Local Finance Board together with any NO. 11 -122 PAG Z adjustments recommended by the Underwriter on the sale date designed to reduce the total costs of the borrowing to the Borough; (e) all conditions required by the Local Finance Board for the sale of the Bonds me satisfied. Section 3. The Chief Financial Officer is hereby authorized and directed, without further authorization, to enter into and execute a purchase contract (the "Purchase Contract') on behalf of the Borough with the Underwriter in the form satisfactory to bond counsel to the Borough and upon terms consistent with the above parameters. Upon execution of the Purchase Contract, the signature of the Mayor and/or the Chief Financial Officer shall be conclusively presumed to evidence any necessary approvals for the sale of the Bonds. If the Chief Financial Officer, after consultation with the Underwriter, determines that the above parameters cannot be satisfied in the present market, the f Bonds shall not be sold unfit such time as said parameters may be amended, in whole or in part, or a sale on different terms is otherwise approved by resolution of this Borough Council. Section 4. (a) The Bonds shall be issued in the par amounts consistent with the parameters set forth in Section 2 hereof and determined by the Chief Financial Officer to be necessary to pay costs of issuance and to provide an escrow fund that when invested, will be sufficient to provide for the timely payment of the principal of and redemption premium, if any, and interest due on (i) all or a portion of the Borough's $1,445,000 outstanding principal amount of General Improvement Bonds, originally issued in the aggregate principal amount of $2,975,000, dated as of December 1, 1998, which amount matures on December 1 in each of the years 2011 through 2018, inclusive (the "1998 Refunded Bonds'D and which are subject to redemption on or after December 1, 2009 at par, together with seemed interest, if any, to the date fixed for redemption, and (ii) all or a portion of the Borough's $3,157,000 outstanding principal amount of General Improvement Bonds, originally issued in the aggregate principal amount of $6,007,000, dated as of November 15, 2002, which amount matures on November 15 in each of the years 2012 through 2017, inclusive (the "2002 Refunded Bonds" and together with the 1998 Refunded Bonds, the "Refunded Bonds' and which are subject to redemption on or after November 15, 2011 at par, together with accrued interest, if my, to the date fixed for redemption. (b) The Bonds shall be dated and shall bear interest at the rates per annum as the Chief Financial Officer shall determine. (c) The Bonds shall be numbered and have such prefix or prefixes as determined necessary by the Chief Financial Officer and be sold and issued with such serial maturities or with such terra bond maturities payable from mandatory sinking fund payments made by the Borough as determined in the Purchase Contract. NO. 11 -122 PAGE 3 (d) The Bonds shall mature in each of the years 2011 to 2018, inclusive, or such other dates deemed consistent with the approved Local Finance Board resolution and in the principal amounts as may be determined by the Chief Financial Officer and shall bear interest on the dates as may be determined by the Chief Financial Officer. (e) The Bonds are not subject to redemption prior to their stated maturities. (f) The Bonds will be issued in fully registered form. One certificate shall be issued for the aggregate principal amount of Bonds maturing in each year. Both principal ofand interest on the Bonds will be payable in lawful money of the United States of America. Each certificate will be registered in the name of CEDE & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository (the "Securities Depositorn. The certificates will be on deposit'wiffi the Securities Depository. The Securities Depository will be responsible for maintaining a book -entry system for recording the interests of its participants or the transfers of the interests among its participants. The participants will be responsible for maintaining records recording the beneficial ownership interests in the Bonds on behalf of individual purchasers. Individual purchases may be made in the principal amount of $5,000 or any integral multiple thereof through book- entries made on the books and the records of the Securities Depository and its participants except that an amount maturing in any one year in excess of the largest principal amount thereof equaling a multiple of $5,000 will be in the denominations of $1,000 or any integral multiple thereof. (g) The principal of and the interest due on the Bonds will be paid to the Securities Depository by the Borough on the respective maturity dates and due dates and will be credited on the respective maturity dates and due dates to the participants of the Securities Depository as listed on the records of the Securities Depository as of the 15th day next preceding each maturity date (the "Record Dates" for the Bonds). The Bonds shall be executed by the manual or facsimile signatures of the Mayor and the Chief Financial Officer under the official seal of the Borough (or facsimile thereof) affixed, printed, engraved or reproduced thereon and attested by the manual signature of the Clerk. (h) Depending upon market conditions at the time of the sale, the Bonds maybe issued in one or more series as determined by the Chief Financial Officer, in consultation with bond counsel. Section 5. The Bonds shall be substantially in the following forms with such additions, deletions and omissions as may be necessary for the Borough to effectuate the transaction contemplated by this Resolution: NO. 11 -122 PAGE 4 REGISTERED REGISTERED No. GIRB -_ $ UNITED STATES OF AMERICA STATE OF NEW JERSEY BOROUGH OF CARTERET GENERAL IMPROVEMENT REFUNDING BOND DATED DATE: MATURITY RATE OF INTEREST CUSIP: DATE: PER ANNUM: % —_ BOROUGH OF CARTERET, a municipal corporation of the State of New Jersey (the "Borough "), hereby acknowledges itself indebted and for value receivedpromises to payto CEDE & Co., as nominee of The Depository Trust Company which will act as Security Depository on the Maturity Date specified above, upon presentation and amender of this bond, the principal sum of DOLLARS ($ ) , and to pay interest (computed on a 12- monthr360- dayyearbasis) on such soon from the Dated Date stated above until it matures atthe Rate of Interest Per Annum specified above semiannually on the first day of . and in each year until maturity, commencing . Principal ofand interest on this bond will be paid to the Security Depository by the Borough and will be credited to the participants of The Depository Trust Company as listed on the records of The Depository Taut Company as of the and next preceding the date of such payments (the "Record Dates "). The principal of and interest on this bond are payable in lawful money of the United States of America. This bond is not transferable as to principal or interest. The participants are responsible for maintaining the records regarding the beneficial ownership interest in the bonds on behalf of the individual purchasers except to an authorized nominee of The Depository Trust Company. The Depository Trust Company shall be responsible for maintaining the book -entry system for recording the inter of its participants or the transfers of the interests among its participants. This bond is not subject to redemption prior to its stated maturity. This bond is one of an authorized issue of bonds and is issued pursuant to the Local Bond Lawof the State of New Jersey, a bond ordinance of the Borough finally adopted June 16, 2011, and entitled, "Refunding Bond Ordinance of the Borough of Carteret, in the County of Middlesex, New Jersey, Providing for the Refunding of All or a Portion of the Outstanding Callable General Improvement Bonds of the Borough, Dated December 1, 1998, Issued in the Original Principal Amount of $2,975,000, and All or a Portion of the Outstanding Callable General Improvement Bonds of the Borough, Dated November 15, 2002, Issued in the Original Principal Amount of $6,007,000 Appropriating $4,750,000 Therefor and Authorizing the Issuance of $4,750,000 Refunding Bonds of the Borough for Financing the Cost Thereof' and a resolution of the Borough adopted June 16, 2011. The full faith and credit of the Borough are hereby irrevocably pledged for the punctual payment of the principal of and the interest on this bond according to its terms. It is hereby certified and recited that all conditions, acts and things required by the constitution or the statutes of the State of New Jersey to exist, to have happened or to have been performed precedent to or in the issuance of this bond exist, have happened and have beenperformed and that the issue of bonds of which this is one, together with all other indebtedness of the Borough, is within every debt and other limit prescribed by such constitution or statutes. IN WITNESS WHEREOF, the Borough has caused this bond to be executed in its name by the manual or facsimile signatures of its Mayor and its Chief Financial Officer, its corporate seal to be hereunto imprinted or affixed, this bond and the seal to be attested by the manual or facsimile signature of its Clerk and this bond to be dated the Dated Date as specified above. BOROUGH OF CARTERET By Mayor ATTEST: By: By: Borough Clerk Chief Financial Officer NO. 11-122 PAC 5 Section 6. The law firm of McManimon & Scotland, L.L.C. is authorized to arrange for the printing of the Bonds. The proper officials of the Borough are hereby authorized and directed to execute the Bonds and to deliver them to the purchaser upon receipt of payment therefor. Section 7. The Bonds shall have printed thereon a copy of the written opinion with respect to the Bonds that is to be rendered by the law firm of McManimon & Scotland, L.L.C., complete except for omission of its date. The Clerk is hereby authorized and directed to certify the truth and the correctness of the copy of such opinion by executing on each of the Bonds by facsimile signature a certificate in form satisfactory to that law firm and to file a signed duplicate of such written opinion in the Clerk's office. Alternatively, each Bond may be accompanied by the signed legal opinion or copy thereof. Section 8. The Bonds are being issued to refund the Refunded Bonds. The Chief Financial Officer shall take all steps necessary to call the Refunded Bonds on the first available call date at the applicable redemption price, deposit the proceeds of the Bonds with a bank for the purpose of defcasing the Refimded Bonds, invest the proceeds of the Bonds for this purpose and assist with the redemption of the Refunded Bonds. The Chief Financial Officer is hereby authorized to enter into an agreement with a bank (the "Escrow Deposit Agreemeaf ) to effectuate the purpose of this Section 8. The Borough's bond counsel and/or Underwriter on behalf of the Borough are authorized to reserve and purchase open market treasury securities and/or United State Treasury— State and Local Government Series (SLGs) for deposit with the escrow agent. All of the principal amount and interest earnings on the open market treasury securities and/or SLGs, as well as cash, if necessary, will be used to pay the interest due on the Refunded Bonds through the redemption dates and pay the principal of and redemption premium, if any, on the Refunded Bonds on the redemption dates. Section 9. The Borough hereby covenants that it will comply with any conditions subsequent imposed by the Internal Revenue Code of 1986, as amended (the "Code ") in order to preserve the exemption from taxation of interest on the Bonds, including the requirement to rebate all net investment earnings on the gross proceeds above the yield on the Bonds, and that it will refrain from taking any action that would adversely affect the tax exemption of the Bonds under the Code. NO. 1 -129 PAG 6 II Section 10. The Borough hereby approves the preparation and the distribution of the Preliminary Official Statement on behalf of the Borough in the form approved onto be approved by the Chief Financial Officer. Such Official Statement may be distributed in preliminary form and deemed final for purposes of Rule 15c2 -12 of the Securities and Exchange Commission on behalf of the Borough by the Mayor or the Chief Financial Officer. The Preliminary Official Statement shall be prepared in final form in connection with the issuance of the Bonds and the Mayor and/or the Chief Financial Officer of the Borough are authorized to execute any certificates necessary in connection with the distribution of the Official Statement. Final Official Statements shall be delivered to the Underwriter of the Bonds within the earlier of seven business days following the sale of the Bonds or to accompany the Underwriter's confirmations that request payment for the Bonds. Further, the Borough's bond counsel and/or the Borough's auditor are further authorized to arrange on behalf of the Borough for a rating for the Bonds from Moody's Investors Service and/or Standard & Poor's. Section 11. The Chief Financial Officer is hereby authorized to make representations and wamanties, to enter into agreements and to make all arrangements with the Securities Depository, as may be necessary in order to provide that the Bonds will be eligible for deposit with the Securities Depository and to satisfy any obligation undertaken in connection therewith. Section 12. In the event that the Securities Depository may determine to discontinue providing its service with respect to the Bonds or is removed by the Borough and if no successor Securities Depository is appointed, the Bonds which were previously issued in book -entry form shall be converted to Registered Bonds (the "Registered Bonds ") in denominations of $5,000, or any integral multiple thereof, except that an amount maturing in any one year in excess of the Ingest principal amount thereof equaling a multiple of $5,000 will be in denominations of $1,000, or any integral multiple thereof. The beneficial owner under the book -entry system, upon registration of the Bonds held in the beneficial ownes name, will become the registered owner of such Registered Bonds. The Borough shall be obligated to provide for the execution and delivery of the Registered Bonds in certificate form. Section 13. Solely for purposes of complying with Rule 15c2 -12 of the Securities and Exchange Commission, as amended and interpreted from time to time (the "Rule"), and provided that the Bonds are not exempt from the Rule and provided that the Bonds are not exempt from the following requirements in accordance with paragraph (d) of the Rule, for so long as the Bonds remain outstanding (unless the Bonds have been wholly defeased), the Borough shall provide for the benefit of the holders of the Bonds and the beneficial owners thereof. NO. 11 -127 PAGE (a) On or prior to 270 days from the end of each fiscal year, beginning with the fiscal year ending December 31, 2011, to the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access Dataport (the "MSRB "), or my State of New Jersey recognized municipal securities information repository ( "State Repository'), if any, annual financial information with respect to the Borough consisting of the audited financial statements (or unaudited financial statements if audited financial statements are not then available, which audited financial statements will be delivered when and if available) of the Borough and certain financial information and operating data consisting of (i) Borough and overlapping indebtedness including a schedule of outstanding debt issued by the Borough, (ii) the Borough's most current adopted budget, (iii) property valuation information, and (iv) tax rate, levy and collection data the audited financial information will be prepared in accordance with modified cash accounting as mandated by State of New Jersey statutory principles in effect from time to time or with generally accepted accounting principles as modified by governmental accounting standards as may be required by New Jersey law and shall be filed electronically and accompanied by identifying information with the National Repository; (b) in a timely manner not in excess of ten business days after the occurrence of the event, to the MSRB, and to the State Repository, if any, notice ofany of the following events with respect to the Bonds (herein "Material Events "): (1) Principal and interest payment delinquencies; (2) Non - payment related defaults, if material; (3) Unscheduled draws on debt servicereserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Werra] Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 -TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security; (7) Modifications to rights of security holders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the securities, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person; (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional trustee or the change of time of a trustee, if material. NO. 1_1 22 PAG $ For the purposes of the event identified in subparagraph( 12) above, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the US. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumedjuri sdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders ofa court or governmental authority, or the entry ofan order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (c) in a timely manner to the MSRB, and to the State Repository if my, notice of failure of the Borough to provide required annual financial information on or before the date specified in r this resolution. (d) If all or any part of the Rule ceases tolye in effect for anyreason, then the information required to be provided under this resolution, insofar as the provisions ofthe Rule no longer in effect required the provision of such information, shall no longer be required to be provided. (e) The Chief Financial Officer shall determine, in consultation with bond counsel, the application of the Rule or the exemption from the Rule for each issue of obligations of the Borough prior to their offering. Such officer is hereby authorized to enter into additional written contracts or undertakings to implement the Rule and is further authorized to amend such contracts or undertakings or the undertakings set forth in this resolution, provided such amendment is, in the opinion of nationally recognized bond counsel, in compliance with the Rule. (f) In the event that the Borough fails to comply with the Rule requirements or the written contracts or undertakings specified in this certificate, the Borough shall not be liable for monetary damages. The sole remedy is hereby specifically limited to specific performance of the Rule requirements or the written contracts or undertakings therefor. Section 14. If all or any part of the Rule ceases to be in effect for any reason, then the information required to be provided under this resolution, insofar as the provision of the Rule no longer in effect required the provision of such information, shall no longer be required to be provided. NO. 1. PAG Section I5. The Chief Financial Officer shall determine, in consultation with bond counsel, the application of the Rule or the exemption from the Rule for each issue of obligations of the Borough prior to then offering. Such officer is hereby authorized to enter into additional written contracts or undertakings to implement the Rule and is further authorized to amend such contracts or undertakings or the undertakings set forth in this resolution, provided such amendment is, in the opinion of nationally recognized bond counsel, in compliance with th Rule. .Section 16. In the event that the Borough fails to comply with the Rule requirements or the written contracts or undertakings specified in this resolution, the Borough shall not be liable for any monetary damages, remedy of the beneficial owners of the Bonds being hereby specifically limited to specific performance of the Rule requirements or the written contracts or undertakings therefor. Sectioq 17. The undertaking may be amended by the Borough from time to time, w ith ou t the consent ofthe Bondholders or the beneficial owners of the Bonds, in order to make modifications required in connection with a change in legal requirements or change in law, which in the opinion of nationally recognized bond counsel complies with the Rule. Section 18. There can beam assurance that there will be a secondarymuket for the sale or purchase of the Bonds. Such factors as prevailing market conditions, financial condition or market position of firms who may make the secondary market and the financial condition of the Borough may affect the future liquidity of the Bonds. Section 19. The Borough herebyappoints the fmnofflodulik &Morrison, HighlandPark, New Jersey, as verification agent to confirm the accuracy of the arithmetical and mathematical computations supporting (i) the accuracy of the interest cost savings and the sufficiency of the amount in the escrowaccoum to pay the interest due on the Refunded Bonds through the redemption dates and pay the principal of an redemption premium, if any, on the Refunded Bonds on the redemption dates; and (ii) the calculations ofyield supporting the conclusion of bond counsel that the Bonds are not "arbitrage bonds" as such meaning is set forth in the Code. Section 20. The Mayor, the Chief Financial Officer, the Clerk and other appropriate representatives of the Borough are hereby authorized to take all steps necessary to provide for the issuance of the Bonds and the refunding of the Refunded Bonds, including preparing and executing such agreements, including but not limited to the Purchase Contract and the Fscrow Deposit Agreement, and such documents on behalf of the Borough, satisfying in full the requirements of notice ofredemption of the Refunded Bonds and taking all steps necessary or desirable to implement this resolution, such agreements and documents as may be necessary and appropriate and the transactions contemplated thereby. NO. _—U_ 122— PAGE 10 Section 2l. The Chief Financial Officer is hereby authorized and duetted to pay all costs Of issuance in connection with the sale of the Bonds pursuant to a certificate of the Chief Financial Officer to be executed upon delivery of the Bonds in an aggregate amount not to exceed the aggregate amount authorized. Section 22. This resolution shall take effect immediately. Adopted this 16th day of June, 2011 and certified as a true copy of the original on June ITth, 2011. KATHLEEN M. BARNEY, MMC Municipal Clerk RECORD OF COUNCIL VOTE SIM I x X - Indicate Vole All - Absent NV - Not Voting XOR- Indicates Vote to Overrule Veto Adopted at a meeting of the Municipal Council aye 16, 2011