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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