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Home My Public Portal Aboutr 14-16014-160 II Date ofpdopuor 7, 2 014 P.e;SDJ,IJT1 -Dil' Ati l I3 DPI7Ity.G ,� P,� y OF COlr3PS,IANCE v1'ITH PP.IDi; ELII'VAl CDYTIA'dJP1G DIa' T:DS - UP.± OBI,I GATIDYS AIYD PA�TICIPA l IDY JtY a-S 52CURITIES Aj1D vXCHAj lGE CO11��IISSION'S IYi'UYIC'v�Ai.,7Ts'�„S C:D DISCI,OSUP —v COOP R, II)l JIITJATM 1 NHEP,EAS, the Borough of Carteret, New Jersey (the "Issuer ") has previously issued one or more series of bonds, including in the past five (5) years pursuant to one of more Preliminary and £mal official statements (collectively, the "Bonds"); and Bondholders WHEREAS, in connection with the issuance of such Bonds, the Issuer covenanted with Nationally Rec provide certain secondary made"" information on an annual basis to the 'Municipal Securities rit d Rulmaci emak iipal Securities Information Repositories (pre -2009) and to the ng Board's Electronic Municipal Market Access Data Port to present) ( "ENLYLA "), including but not limited to, audited financial statements (2009 , municipal budgets, other financial and operating data and ratings changes; and R'MR%AS, the Securities and Exchange Commission (the "SEC ") has recently focus attention on v?nat it alleges is wddespread failure of local g focused to rn ovement issuers across the nation ed meet their continuing disclosure obligations and misrepresentation fiS misstatements in an ociaL statement (innocently, mate rial inadvertently o through r otherwise) m m past coomban" ndth continuing disclosure obligations; an d WHEREAS, in an effort to remedy these perceived issues, the SEC has implemented the Municipalities Continuing Disclosure Cooperation Initiative (the "SEC Initiative "), a limited - time program ending on September 9 2014, that encourages issuers of municipal bonds, including the Issuer, to self -report possible material misstatements or omissions, made in the past obligations; and as official statement regarding compliance Nwith prior continuing disclosure WHEREAS, by participating agree to accept certain non - in the SEC Initiative, issuers monetary penalties, in lieu of unknoIva and, by all accounts hefty monetary and non - monetary penalties the SEC bas threatened on issuers that do not participate in the SEC Initiative, should the SEC determine than an issuer has made material s in an official statement misstatement regarding compliance with prior continuing disclosure obligations; and 14 °160 NO — PhOG 2S2f-3— 'iltTEF.FAS, by participating in fire SEC Initiative, issuers agr.e to accept the following penalties, if imposed by the SEC (i) compliance vdth a cease and desist order in which the issuer neither admits nor denies the findings of the SEC, (ii) implementation of Policies, procedures and training regarding continuing disclosure obligations, (iii) compliance with all existing continuing disclosure undertakings, (iv) cooperation with any further SEC investigation, (v) disclosure of settlement terms in any final official statement issued Nxithin five years of the date of institution of the proceedings, and (vi) production to the SEC of a compliance certificate regarding the applicable undertakings on the one year anniversary of tSe proceedings; and 1 ]HE -REAS, on July 24, 2014, the Division of Local Government Services issued Public Finance Notice (i) alerting New Jersey local governments to the SEC Initiative, (ii) strongly recommending that local governments examine their continuing disclosure contractual obligations and past official statements in order to determine if it is advisable for an issuer to participate in the SEC Initiative and (iii) cautioned that local governments that fail to complete a disclosure assessment in connection with the SEC Initiative will likely have difficulty accessing capital markets, difficulty in receiving timely approvals of the Local Finance Board or Director of the Division of Local Government Sen•ices, as applicable, and decreased scores on the fuure 'Best Practices Questionna and }YHEgEAS, the Issuer desires to conduct a disclosure audit which will (i) summarize the results of the Issuers prior compliance with its secondary market disclosure obligations and (ii) compare those results to the statements made by the Issuer in its official statements regarding past compliance (the "Disclosure Audit'); and WHFREAS, the Issuer further, desires to retain the services of disclosure specialist to conduct the Disclosure Audit; and WY REAS, based on the results of the Disclosure Audit, and weighing heavily the kno,m, non - monetary penalties that may come through the Issuer's participation in the SEC Initiative versus the un novm, and, by all accounts, severe monetary and non - monetary penalties the SEC has threatened on issuers that do not self- report, the Issuer further des to delegate to the Chief Financial Officer, in consultation with the Issuers general counsel, bond counsel, auditor and other fman-ce professionals, the power to prepare and submit all documentation required to enter the Issuers Bond issues into the SEC Initiative, as necessary. tl'OW, TILSREFOP.E, BE IT RESOLVED BY TI;E GOYRRINTNG BODY OF THE ISSUER, AS FOLLOWS: Section 1. The Issuer hereby authorizes completion of the Disclosure Audit. Section 2. The Issuer hereby authorizes the Chief Financial Officer or his assignee to engage the services of a disclosure specialist to complete the Disclosure Audit; provided that the award of any contract in connection therewith meets the requirements of the Local Public Contracts Law (N.LS.A. 40.x:11 -1 et seq.). No. 14-160 race 3 of 3 54ctlon 1 In the event the Disclosure Audit reveals that the hsuer mnv have made a material misstatement regarding the Issuers compliance with prior continuing disclosure undertakinse, the Issuer hereby authoazes and directs the Chief Financial Officer or his assignee to prepare and submit all documentation necessary to enter the Issuer's applicable Bond issues into the SEC Initiative. Section 4h This resolution shall take effect immediately. [REMAIYDER OF PAGE INTEDITIONALLY LEFT BLANK] Adopted this 7th day of August, 2014 and certified as a true copy of the original on August 8th, 2014 KATHLEEN M. BARNEY, MMC Municipal Clerk RECORD OF COTINCit. vn'rtr. COUNCILttIAN rnr n• V?5 X — I NO NV AJJ. COUN i, 17:5 NU - N1' R o u X I PuFL S �x I-- DTI. ,SO % _�. 517i�riZ X .:- 6ulkmc` late An- , +,bbcul iIP- hlo['Jatiu� ;;OIt- iudkmz:: A'91C lU Oven We YCm aUi,td, fd,eraa, p, CeU' Au ust 7, 2014