HomeMy Public PortalAboutr 14-251� oalutio r �f 14� or"a 4 of (farm d , �, I No. #_.....251 Da te of Adoptio r 18, 2 014
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RESOLUTION DETERMINING THE FORM AND OTHER
DETAILS OF $12,928,000 GENERAL IMPROVEMENT BONDS,
SERIES 2015 OF THE BOROUGH OF CARTERET, IN THE
COUNTY OF MIDDLESEX, NEW JERSEY AND PROVIDING
FOR THEIR SALE.
BE IT RESOLVED BY THE BOROUGH COUNCIL OF THE BOROUGH
CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY AS FOLLOWS:
Section 1. (a) The $12,928,000 General Improvement Bonds, Series 2015 of
Borough of Carteret, in the County of Middlesex, New Jersey (the 'Borough "), referred to and
in a resolution of the Borough adopted on December 18, 2014, and - entitled,
Providing for the Combination of Certain Issues of General Improvement Bonds of
the Borough of Carteret, in the County of Middlesex, New Jersey Into a Single Issue of Bonds
Aggregating $12,928,000 in Principal Amount' and in the bond ordinances referred to therein,
each in all respects duly approved and published as required by law, shall be issued as
"General Improvement Bonds, Series 2015" (the "Bonds").
(b) The Bonds shall mature in the principal amounts on February 1 as follows:
Year
Principal Amount
Year
Principal Amount
2016
$378,000
2026
$675,000
2017
380,000
2027
690,000
2018
560,000
2028
715,000
2019
575,000
2029
730,000
2020
585,000
2030
740,000
2021
600,000
2031
750,000
2022
615,000
2032
750,000
2023
630,000
2033
750,000
2024
645,000
2034
750,000
2025
660,000
2035
750,000
NO 14 -2 51
PACE
The actual principal amounts may be adjusted by the Borough In accordance with N.J.S.A. 40A
such adjustment shall not exceed 10% of the principal for any maturity with the aggregate adjustment to
o exceed 10 %of the principal for the overall issues.
(c) The Bonds shall be subject to redemption prior to their stated maturity in
with the Notice of Sale attached hereto as Exhibit A .
(d) The Bonds shall be twenty in number, with one certificate being issued for each
of maturity, and shall be numbered GI -1 to G1 -20, inclusive.
_ � (e) The Bonds shall be dated their date of issuance and shall bear interest payable
on the first day of February and August in each year until maturity or earlier
commencing on August 1, 2015, at a rate or rates per annum, expressed in a
of 1/8 or 1/20 of 1% and proposed by the successful bidder . in accordance with the
Notice of Sale authorized herein.
(f) The Bonds shall be executed by the manual or facsimile signatures of the
and the Chief Financial Officer under the official seal (or facsimile thereof) affixed, printed,
engraved or reproduced thereon and attested by the manual signature of the Borough Clerk.
Section 2. (a) 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 of and 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, Jersey City, New Jersey, which will act as securities depository (the
"Securities Depository"). The certificates will be on deposit with 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
any integral multiple of $5,000 (or an odd denomination in excess thereof) through book - entries
made on the books and the records of the Securities Depository and its participants.
14 - 251 PACE-3 _
NO.
(b) The principal of and the interest 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 each next preceding January 15 and
July 15 (the "Record Dates" for the Bonds).
Section 3. '` The Bonds shall be substantially in the form with such additions,
is and omissions as may be necessary for the Borough to market the Bonds, including in
accordance with the requirements of the Securities Depository:
No. 14 -251
REGISTERED
NUMBER GI-
UNITED STATES OF AMERICA
STATE OF NEW JERSEY
COUNTY OF MIDDLESEX
BOROUGH OF CARTERET
GENERAL IMPROVEMENT BOND, SERIES 2015
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DATED DATE:
MATURITY DATE:
RATE OF INTEREST PER ANNUM:
INTEREST PAYMENT DATES:
INITIAL INTEREST PAYMENT DATE:
RECORD DATES:
CUSIP NUMBER:
PAGE
REGISTERED'
BOROUGH OF CARTERET, a body politic and corporate of the State of New Jersey
(the "Borough "), hereby acknowledges itself indebted and for value received promises to pay to
the REGISTERED OWNER, or registered assigns, on the MATURITY DATE, upon presentation
and surrender of this bond, the PRINCIPAL AMOUNT, and to pay interest on such sum from the
DATED DATE until it matures at the RATE OF INTEREST PER ANNUM specified above
semiannually on the INTEREST PAYMENT DATES in each year until maturity, commencing on
the INITIAL INTEREST PAYMENT DATE. Principal of and interest due on this bond will be paid
to the REGISTERED OWNER by the Borough or its designated paying agent and will be
credited to the participants of The Depository Trust Company as on the records of The
Depository Trust Company as of the RECORD DATES next preceding the respective
INTEREST PAYMENT DATES (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 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 interests of its participants or the transfers
of the interests among its participants. The participants are responsible for maintaining records
regarding the beneficial ownership interests in the bonds on behalf of individual purchasers.
4-251
NO. PAGE 5
The bonds of this issue maturing prior to February 1, 2026, are not subject to redemption
prior to their stated maturities. The bonds of this issue maturing on or after February 1, 2026
are redeemable at the option of the Borough in whole or in part on any date on or after February
1, 2025 at 100% of the principal amount outstanding (the "Redemption Price) plus interest
accrued to the date of redemption upon notice as required herein.
Notice of Redemption shall be given by mailing by first class mail in a sealed envelope
with postage prepaid to the registered owners of the bonds not less than thirty (30) days, nor
more than sixty (60) days prior to the date fixed for redemption. Such mailing shall be to the
owners of such bonds at their respective addresses as they last appear on the registration
books kept for that purpose by the Borough or a duly appointed Bond Registrar. Any failure of
the depository to advise any of its participants or any failure of any participant to notify any
beneficial owner of any Notice of Redemption shall not affect the validity of the redemption
proceedings. If the Borough determines to redeem a portion of the bonds prior to maturity, the
bonds to be redeemed shall be selected by the Borough; the bonds to be redeemed having the
same maturity shall be selected by the Securities Depository in accordance with its regulations.
If Notice of Redemption has been given as provided herein, the bonds or the portion
thereof called for redemption shall be due and payable on the date fixed for redemption at the
Redemption Price, together with accrued interest to the date fixed for redemption. Interest shall
cease to accrue on the bonds after the date fixed for redemption and no further interest shall
accrue beyond the redemption date. Payment shall be made upon surrender of the bonds
redeemed.
So long as CEDE & Co., as nominee of DTC, is the registered owner of the Bonds, the
Borough shall send redemption notices only to CEDE & Co.
This bond is one of an authorized issue of bonds issued pursuant to the Local Bond Law
of the State of New Jersey, a resolution of the Borough adopted on December 18, 2014, and
entitled, 'Resolution Providing for the Combination of Certain Issues of General Improvement
Bonds of the Borough of Carteret, in the County of Middlesex, New Jersey Into a Single Issue of
Bonds Aggregating $12,928,000 in Principal Amount/ and the bond ordinances referred to
therein, each in all respects duly approved and published as required by law.
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
been performed 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 OF CARTERET has caused this bond to be
executed in its name by the manual or facsimile signatures of its 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 signature of its Borough Clerk, and this bond to be dated the DATED
DATE as specified above.
BOROUGH OF CARTERET
(SEAL]
ATTEST:
Mayor
By By
Clerk - Chief Financial Officer
N0. 14 -251
PAGE 6
Section 4. (a) The Bonds shall be sold on January 21, 2015, or such other
as may be determined by the Chief Financial Officer, via the 'PARITY Electronic Bid System'
( "PARITY ") upon the terms and the conditions set forth and described in the Full Notice of Sale
for the Bonds set forth in Exhibit A attached hereto and authorized below. The Full Notice of
Sale shall be posted on PARITY.
(b) Pursuant to N.J.S.A. 40A:2 -34, the Borough hereby designates the
Financial Officer to sell and to award the Bonds in accordance with the Full Notice of S;
authorized herein, and such financial officer shall report in writing the results of the sale to tl
Borough Council as required by law. The Chief Financial Officer is hereby authorized a
directed, consistent with the terms of the Full Notice of Sale, to retain the good faith deposit
the successful bidder and to immediately return such good faith deposits, whether by wire
check, to the unsuccessful bidders.
Section 5. The Full Notice of Sale shall be substantially in the form attached
as Exhibit A with additions, deletions and omissions as may be necessary for the Borough to
market the Bonds, including in accordance with the requirements of The Depository Trust
Company and PARITY. The Short Notice of Sale shall be substantially in the form attached
hereto as Exhibit B with such additions, deletions and omissions as may be necessary for the
Borough to market the Bonds, including in accordance with the requirements of The Depository
Trust Company and PARITY. The Summary Notice of Sale shall be substantially in the form
attached hereto as Exhibit C with such additions, deletions and omissions as may be necessary
for the Borough to market the Bonds, including in accordance with the requirements of The
Depository Trust Company and PARITY. The Borough Clerk is hereby directed to arrange for
the publication of the Short Notice of Sale authorized in Exhibit B in the form provided herein in
The Star Ledger or such other authorized newspaper of the Borough and any actions taken by
the Clerk prior to the date of adoption of this resolution in connection with the publication of the
NO. 14 -251 7
PAGE
Short Notice of Sale are hereby ratified, confirmed and approved. McManimon, Scotland &
Baumann, LLC, is hereby directed to arrange for the publication of the Summary Notice of Sale
authorized in Exhibit C in the form provided herein in The Bond Buyer a financial newspaper
published and circulating in the Borough of New York, New York, such publications to be not
less than seven days prior to the date of sale.
Section 6. 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 &
Baumann, LLC, complete except for omission of its date.
Section 7. The law firm of McManimon, Scotland & Baumann, LLC is authorized to
ange for the printing of the Bonds and is authorized to arrange for the printing of the Official
stement to be prepared by McManimon, Scotland & Baumann, LLC and Borough officials.
e Mayor and the Chief Financial Officer are authorized to execute any certificates necessary
connection with the distribution of the Official Statement. Such Official Statement may be
tributed in preliminary form and deemed final for purposes of Rule 15c2 -12 of the Securities
d Exchange Commission on behalf of the Borough by the Chief Financial Officer or by the
Final Official Statements shall be delivered to the purchaser of the Bonds within the
of seven business days following the sale of the Bonds or to accompany the purchaser's
alions that request payment for the Bonds.
Section 8. The Borough hereby covenants that it will comply with any conditions
subsequently 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, if necessary.
Section 9. (a) The Chief Financial Officer is hereby authorized to make
representations and warranties, to enter into agreements and to make all arrangements with
NO. 14 -251 8
PAGE
I
The Depository Trust Company, Jersey City, New Jersey, as may be necessary in order to
provide that the Bonds will be eligible for deposit with The Depository Trust Company and to
any obligation undertaken in connection therewith.
(b) In the event that The Depository Trust Company 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 in denominations of $5,000, or any
integral multiple thereof except, if necessary, also in the amount of $1,000. The beneficial
owner under the book -entry system, upon registration of the Bonds held in the beneficial
owners name, will become the registered owner of the Registered Bonds. The Borough shall
be obligated to provide for the execution and delivery of the Registered Bonds in certified form.
Section 10. 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
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:
(a) On or prior to 270 days from the end of each fiscal year, beginning with the fiscal
ending December 31 of the year in which the Bonds are issued, to the Municipal Securities
Board through the Electronic Municipal Market Access Data Port (the "MSRB ") and
the appropriate State information depository ( "State Repository"), if any, annual financial
with respect to the Borough consisting of the audited financial statements (or
financial statements if audited financial statements are not then available, which
financial statements will be delivered when and if available) of the Borough and certain
14 -251
N0. PAGE 9
financial information and operating data consisting of (i) the Borough and overlapping
(indebtedness including a schedule of outstanding debt issued by the Borough, (ii) property,
valuation information, and (iii) 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 MSRB;
(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 of any of the following events with
to the Bonds (herein "Material Events "):
(1) Principal and interest payment delinquencies;
(2) Non - payment related defaults, if material;
(3) Unscheduled draws on debt service reserves 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 Internal 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;
(14) Appointment of a successor or additional trustee or the change of name
of a trustee, if material.
NO. 14_251
PAGE 10
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 U.S. Bankruptcy Code or in any other
proceeding under state or federal law in which a court or governmental authority has assumed
over substantially all of the assets or business of the obligated person, or if such
has been assumed by leaving the existing governing body and officials or officers in
but subject to the supervision and orders of a court or governmental authority, or the
of an 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 any, notice of
failure of the Borough to provide required annual financial information on or before the date
specified in this resolution.
(d) 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 provisions of the 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
14 -251
NO.
11
(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 11. The firm of Acacia Financial Group, Inc., Marlton, New Jersey is hereby
retained to provide specialized financial advisory services necessary in connection with the
authorization and the issuance of the Bonds by the Borough.
Section 12. This resolution shall take effect immediately.
The foregoing resolution was adopted by the following vote:
AYES: BUI-M DLAZ, DDIMUC, IOd.M, NOES, STI W
NAYES:
Adopted this 18th day of keseriber, 2014 aid
ceetiffed as a true_ copy of the original On
Dec�sdpr 19, 2014.
K.41HfM N. 84LdU, Ptr
PfadciFal. Cleric
RECORD OF COUNCIL V0'11
xx
1 11 I APL T
DIAZ x NAPLGS I��
DINASCIO x .. �� SITARZ x
X - Indicate Vote Ala - Abscnt NV -Not Voting XOA - Indicates Vale to Overmle Veto
Adopted at a meeting Of the Municipal Council
rK13E12 18, 2014
gg
CL •RK
f
Exhibit A
(Notice of Sale to be Posted on PARITY)
NOTICE OF SALE
$12,928,000
GENERAL IMPROVEMENT BONDS, SERIES 2015
OF THE BOROUGH OF CARTERET,
IN THE COUNTY OF MIDDLESEX, NEW JERSEY
(Book -Entry Only Bonds) /(Callable) /(Not Bank Qualified)
SUMMARY
ISSUER:
PAR AMOUNT:
SECURITY:
TAX EXEMPT:
RATING:
TYPE OF SALE:
AGENT:
SALE DATE & BID TIME
DATED DATE:
DELIVERY DATE:
INTEREST PAYMENT
DATES:
CALL DATE:
MINIMUM BID:
MAXIMUM BID:
BID SECURITY:
BASIS OF AWARD:
LEGAL OPINION:
OFFERING STATEMENT:
Borough of Carteret, County of Middlesex, New Jersey
$12,928,000
General Obligations of the Borough
Yes
Moody's rating to be assigned.
Electronic proposals via PARITY Electronic Bid System (PARITY) of
I -Deal, LLC (1-Deal"). See "Bidding Details" herein.
PARITY — Electronic proposals will be received via the PARITY
Electronic Bid System ( "PARITY ") of I -Deal
January 21, 2015 until 11:00 a.m. local time, at which time they will
be publicly opened, received and announced. Award by 3:00 p.m.
Date of Delivery
February 5, 2015
February 1 and August 1, commencing August 1, 2015
February 1, 2025 @ par for Bonds maturing on or after February 1,
2026.
$12,928,000 (Par)
$13,574,400 (105% of par— maximum premium of $646,400)
The Borough reserves the right to downsize the issue by the amount
of premium that is in excess of the Underwriter's compensation
from Sure -Bid
True Interest Cost
McManimon, Scotland & Baumann, LLC, Roseland, New Jersey
Preliminary Official Statement available at www.i- dealprospectus.com
NOTICE
NOTICE IS HEREBY GIVEN that bids will be received by the Borough of Carteret, in the
County of Middlesex, New Jersey (the "Borough ") for the purchase of $12,928,000 original
principal amount of the Borough's General Improvement Bonds, Series 2015 (the "Bonds "). All
Bids (as defined below) must be submitted in their entirety via "PARITY Electronic Bid
System" (PARITY) prior to 11:00 a.m., New Jersey time on January 21, 2015 (the "Sale
Date "). To bid, Bidders (as defined below) must have submitted a good faith check, wire
or Financial Surety Bond, if available, payable to the Borough, in the amount of $258,560
by no later than 10:30 a.m. on the Bid Date (see Bidding Details below).
Preliminary and Final Official Statement
The Borough's Preliminary Official Statement (the "POS ") is available for viewing in
electronic format on PARITY. The PARITY address is www.i - dealprospectus.com In addition,
broker dealers registered with the National Association of Securities Dealers (the "NASD ") and
dealer banks with The Depository Trust Company ( "DTC ") clearing arrangements may either:
(a) print out a copy of the POS on their own printer, or (b) at any time prior to the Date of Sale,
elect to receive a photocopy of the POS in the mail by requesting it by calling the Borough's
bond counsel, Matthew D. Jessup, Esq., of McManimon, Scotland & Baumann, LLC ( "Bond
Counsel "), 75 Livingston Avenue, Roseland, New Jersey 07068 (telephone no. 973 - 622 -4850)
or attention of Sandra S. Jessup, Paralegal (telephone no. 973- 622 -5258) or the Borough's
Financial Advisor, Acacia Financial Group, Inc. ( "Financial Advisor"), Joshua C. Nyikita,
Managing Director, 601 Route 73 North, Marlton, New Jersey 08053 (telephone no. 856 -234-
2266). All Bidders must review the POS and certify that they have done so prior to participating
in the bidding.
The POS is deemed by the Borough to be final as of its date, for purposes of SEC Rule
15c2-12(b)(1) under the Securities and Exchange Act of 1934, except for the omission of
information concerning the offering price(s), interest rate(s), selling compensation, aggregate
principal amount of the Bonds and any other terms or provisions to be determined from the
successful Bid(s) or depending on such matters, and the identity of the underwriter(s). The
POS is, however, subject to such further revisions, amendments and completion in a Final
Official Statement (the "Final Official Statement ") as may be necessary.
The Borough at its expense, will make available to the winning Bidder a reasonable
number of Final Official Statements, within seven (7) business days following the date of
acceptance of the Bid.
Types of Bids Allowed
Subject to the Bid requirements described below, Bids for the Bonds must be submitted
on an "All-or-None" ( "AON ") basis for the entire amount of $12,928,000. There will be only one
CUSIP assigned to each annual maturity of the issue. First, a Bidder must submit a conforming
Bid for the entire issue, and if such Bid is accepted by the Borough, the Bidder will be required
to purchase the entire issue in accordance with such Bid.
Interest Payment Dates; Description of the Bonds
The Bonds will be dated the date of delivery and will bear interest from such date
payable semiannually on each February 1 and August 1, commencing on August 1, 2015.
Interest shall be computed on the basis of a 30 -day month /360 -day year.
Principal Amortization
The Bonds shall mature on February 1 as set forth in the following table:
Year
Principal Amount
Year
Principal Amount
2016
$378,000
2026
$675,000
2017
380,000
2027
690,000
2018
560,000
2028
715,000
2019
575,000
2029
730,000
2020
585,000
2030
740,000
2021
600,000
2031
750,000
2022
615,000
2032
750,000
2023
630,000
2033
750,000
2024
645,000
2034
750,000
2025
660,000
2035
750,000
The actual principal amounts may be adjusted by the Borough, at its option, in
accordance with N.J.S.A. 40A:2- 26(g). Any such adjustment shall not exceed 10% of the
principal for any maturity with the aggregate adjustment to maturity not to exceed 10% of the
principal for the overall issues.
Book Entry Only
The Bonds will be issued in book -entry form only, initially in the name of CEDE & Co., as
nominee of DTC. Purchasers will not receive certificates representing their interests in the
Bonds. Individual purchases will be in the principal amount of $5,000 and integral multiples
thereof except, where necessary, also in the amount of $1,000. Payments of principal, interest
and redemption premium, if any, will be made by the paying agent to DTC for subsequent
disbursement to DTC participants to then be remitted to the beneficial owners of the Bonds.
Redemption Provisions
The bonds of this issue maturing prior to February 1, 2026, are not subject to redemption
prior to their stated maturities. The bonds of this issue maturing on or after February 1, 2026
are redeemable at the option of the Borough in whole or in part on any date on or after February
1, 2025 at 100% of the principal amount outstanding (the 'Redemption Price ") plus interest
accrued to the date of redemption upon notice as required herein.
Notice of Redemption shall be given by mailing by first class mail in a sealed envelope
with postage prepaid to the registered owners of the bonds not less than thirty (30) days, nor
more than sixty (60) days prior to the date fixed for redemption. Such mailing shall be to the
owners of such bonds at their respective addresses as they last appear on the registration
books kept for that purpose by the Borough or a duly appointed Bond Registrar. Any failure of
the depository to advise any of its participants or any failure of any participant to notify any
beneficial owner of any Notice of Redemption shall not affect the validity of the redemption
proceedings. If the Borough determines to redeem a portion of the bonds prior to maturity, the
bonds to be redeemed shall be selected by the Borough; the bonds to be redeemed having the
same maturity shall be selected by the Securities Depository in accordance with its regulations.
If Notice of Redemption has been given as provided herein, the bonds or the portion
thereof called for redemption shall be due and payable on the date fixed for redemption at the
Redemption Price, together with accrued interest to the date fixed for redemption. Interest shall
cease to accrue on the bonds after the date fixed for redemption and no further interest shall
accrue beyond the redemption date. Payment shall be made upon surrender of the bonds
redeemed.
Terms of PARITY
Each electronic proposal must be submitted via PARITY. No bidder will see any other
bidder's bid, nor will any bidder see the status of its bid relative to other bids (e._., whether its
bid is a leading bid). To the extent any instructions or directions set forth on 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 PARITY at I -Deal at (212) 404 -8102. The
Borough may, but is not obligated to, acknowledge its acceptance in writing of any bid submitted
electronically via PARITY. In the event that a bid for the Bonds is submitted via PARITY, the
bidder further agrees that: The Borough may regard the electronic transmission of the bid via
PARITY (including information about the purchase price of the Bonds, the interest rate or rates
to be borne by the various maturities of the Bonds specified, the initial public offering price of
each maturity of the Bonds and any other information included in such transmission) as though
the same information were submitted on the official "Proposal for Bonds" provided by the
Borough and executed by a duly authorized signatory of the bidder. If a bid submitted
electronically via PARITY is accepted by the Borough, the terms of the official "Proposal for
Bonds" and this Notice of Sale and the information that is electronically transmitted via PARITY
shall form a contract, and the successful bidder shall be bound by the terms of such contract.
PARITY is not an agent of the Borough, and the Borough shall have no liability
whatsoever based on any bidder's use of PARITY, including but not limited to any failure by
PARITY to correctly or timely transmit information provided by the Borough or information
provided by the bidder.
The Borough may choose to discontinue use of electronic bidding via PARITY by issuing
a notification to such effect via TM3 News Services, or by other available means, no later than
3:00 p.m., Eastern Time, on the last business date prior to the Sale Date.
Once the bids are communicated electronically via PARITY to the Borough, each bid will
constitute an official "Proposal for Bonds" and shall be deemed to be an irrevocable offer to
purchase the Bonds on the terms provided in this Notice of Sale. For purposes of submitting all
"Proposals for Bonds," whether electronically or sealed, the time as maintained on PARITY shall
constitute the official time.
Each bidder shall be solely responsible to make necessary arrangements to access
PARITY for purposes of submitting its bid in a timely manner and in compliance with the
requirements of this Notice of Sale. Neither the Borough nor i -Deal shall have any duty or
obligation to provide or assure to any bidder, and neither the Borough nor i -Deal shall be
responsible for the proper operation of, or have any liability for any delays or interruptions of, or
any damages caused by, PARITY. The Borough is using PARITY as a communication
mechanism, and not as the Borough's agent, to conduct the electronic bidding for the Bonds.
By using PARITY, each bidder agrees to hold the Borough harmless for any harm or damages
caused to such bidder in connection with its use of PARITY for bidding on the Bonds.
Bidding Details
Bidders should be aware of the following bidding details associated with the sale of the
Bonds:
(1) BIDDERS MUST SUBMIT A GOOD FAITH CHECK, WIRE TRANSFER OR A
FINANCIAL SURETY BOND IN THE AMOUNT OF $258,560 PAYABLE TO
THE BOROUGH NO LATER THAN 10:30 A.M. ON THE SALE DATE.
HOWEVER, BIDDERS ARE ENCOURAGED TO SUBMIT CHECKS OR WIRES
ON THE DAY PRIOR TO THE SALE DATE TO ASSURE RECEIPT OF
PAYMENT BY THE BOROUGH AT THE FOLLOWING ADDRESS:
Patrick J. DeBlasio
Chief Financial Officer
Borough of Carteret
61 Cooke Avenue
Carteret, NJ 07008
BIDDERS SUBMITTING GOOD FAITH CHECKS SHOULD ALSO ENCLOSE A
RETURN ENVELOPE FOR USE BY THE BOROUGH. BIDDERS SUBMITTING
A WIRE SHOULD CONTACT THE BOROUGH'S BOND COUNSEL,
MATTHEW D. JESSUP, ESQ. (TELEPHONE NO. 973- 622 -4850) OR SANDRA
S. JESSUP, PARALEGAL (TELEPHONE NO. 973 - 622 -5258) OR THE
FINANCIAL ADVISOR, JOSHUA C. NYIKITA (TELEPHONE NO. 856 -234-
2266) TO OBTAIN THE WIRE INSTRUCTIONS.
UNSUCCESSFUL BIDDERS SUBMITTING THE GOOD FAITH DEPOSIT BY
WIRE TRANSFER SHALL, NO LATER THAN THE CLOSE OF BUSINESS ON
THE SALE DATE OF THE BONDS, PROVIDE THE CHIEF FINANCIAL
OFFICER IN WRITING WITH WIRING INSTRUCTIONS FOR THE RETURN OF
SUCH UNSUCCESSFUL BIDDER'S GOOD FAITH DEPOSIT. IN THE EVENT
THAT THE BOROUGH FAILS TO RETURN ANY GOOD FAITH WIRES IN A
TIMELY FASHION, THE BOROUGH SHALL NOT BE LIABLE FOR
MONETARY DAMAGES, REMEDY BEING HEREBY SPECIFICALLY LIMITED
TO SPECIFIC PERFORMANCE.
(2) All Bids must be submitted on the PARITY. No telephone, telefax, telegraph or
personal delivery Bids will be accepted.
(3) All Bids for the Bonds must be submitted on an AON basis. Bidders may change
and submit Bids as provided for herein, but a submitted Bid may not be
withdrawn.
(4) Bidders may bid to purchase Bonds from the Borough with a bid premium
not exceeding $646,400. No Bid will be considered if the Bid is to purchase
Bonds at a price less than 100% of the principal amount thereof.
(5) Each proposal submitted must name the rate or rates of interest per annum to be
borne by the Bonds and the rate or rates named must be multiples of 1/8 or 1/20
of 1 %. The difference between the highest and lowest interest rates named in
the Bid shall not exceed four percent (4 %) per annum. Not more than one rate
may be named for Bonds of the same maturity. There is no limitation on the
number of rates that may be named. Each proposal submitted must state the
purchase price, which must be not less than par. The Bonds will be awarded to
the bidder on whose bid the total loan may be made at the lowest true interest
cost ( "TIC'). Such TIC shall be calculated as described below. No proposal shall
be considered that offers to pay an amount less than the principal amount of
Bonds offered for sale or under which the total loan is made at a TIC higher than
the lowest TIC to the Borough under any legally acceptable proposal. The
purchaser must also pay an amount equal to the interest on the Bonds accrued
to the date of payment of the purchase price, if applicable.
(6) Bidders are only permitted to submit Bids for the Bonds during the bidding
period.
Definitions
"Bid" any confirmed purchase offer received by PARITY on or before the
proposal submission deadline.
"Bidder" any firm registered and approved for participation in sale.
"Winning Bid" any purchase offer made by a Bidder and received by PARITY that, at the
end of the bidding time period, results in the lowest TIC that is acceptable
to the Borough.
"True Interest Cost
(TIC)" true interest cost shall be computed in each instance by determining the
interest rate, compounded semi - annually, necessary to discount the debt
service payments to the date of the bonds and to the price bid, excluding
interest accrued to the delivery date. The TIC serves as the basis for
awarding bonds to the winning Bidder.
Bid Procedure and Basis of Award
Subject to the right reserved by the Borough to reject any or all Bids, the Bonds will be
sold to the Bidder whose Bid produces the lowest TIC for the Borough and otherwise complies
with the Notice of Sale.
Bids must remain valid until at least 2:00 p.m., prevailing time, on the Sale Date, and if
accepted by the Borough, prior to such time, shall be irrevocable except as otherwise provided
in the Notice of Sale. Upon selection of the winning Bidder, the Borough will execute an award
certificate to award the Bonds and will promptly communicate with the winning Bidder by
telephone, e-mail or fax.
Bid Security and Method of Payment for Bonds
A Good Faith Deposit ( "Deposit ") in the form of a certified or cashier's check, wire
transfer (wiring instructions can be obtained from the Borough's Bond Counsel or Financial
Advisor) or a Financial Surety Bond in the amount of $258,560, payable to the order of the
Borough, is required for each bid to be considered. If a check is used, it must be a certified
treasurer's or cashier's check and must be provided to the Borough prior to 10:30 a.m. on the
Sale Date for bids to be submitted. If a wire transfer is used, such wire must be received by the
Borough prior to 10:30 a.m. on the Sale Date. Each bidder accepts responsibility for delivering
such check or wire on time and the Borough is not responsible for any check or wire that is not
received on time. If a Financial Surety Bond is used, it must be from an insurance company
licensed to issue such a bond in the State of New Jersey and approved by the Director of the
Division of Local Government Services of New Jersey (the "Director ") and such bond must be
submitted to the Borough prior to 10:30 a.m. on the Sale Date at the address referred to above.
At present, the Director has approved the use of Sure -Bid, a division of Financial Security
Assurance Inc. Use of any other Financial Surety Bond must be approved by the Director prior
to the bid and will not be accepted by the Borough unless evidence of such approval is provided
prior to the bid. The Financial Surety Bond must identify the bidder whose Deposit is
guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a
Financial Surety Bond, then that purchaser (the "Purchaser ") is required to submit its Deposit to
the Borough by wire transfer as instructed by the Borough not later than 3:30 p.m. on the next
business day following the Sale Date. If such Deposit is not received by that time, the Financial
Surety Bond may be drawn by the Borough to satisfy the Deposit requirement. No interest on
the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of
the Bonds. In the event the Purchaser fails to honor its accepted bid, the Deposit will be
retained by the Borough. Award of the Bonds to the successful Bidder or rejection of all Bids is
expected to be made within two hours after opening of the bids, but such successful Bidder may
not withdraw its proposal until after 3:00 p.m. on the Sale Date and then only if such award has
not been made prior to the withdrawal. The balance of the purchase price shall be paid in
Federal Funds by wire transfer to the Borough on or about the delivery date.
Right to Reject Bids; Waive Irregularities
The Borough reserves the right to reject any and all Bids and to the extent permitted by
law to waive any irregularity or informality in any Bid.
Information Required from the Winning Bidder
By making a bid for the Bonds, the winning bidder(s) agrees: (a) to provide to the
Borough, in writing, immediately upon being unofficially awarded the Bonds, a written
confirmation of the bid, which shall include the purchase price, reoffering yield(s), and other
related information necessary for completion of the final Official Statement, the Financial
Advisor and by Bond Counsel; (b) to disseminate to all members of the underwriting syndicate
copies of the Official Statement; (c) to promptly file a copy of the final Official Statement with the
Municipal Securities Rulemaking Board; and (d) to take any and all other actions necessary to
comply with applicable Securities and Exchange Commission and Municipal Securities
Rulemaking Board rules governing the offering, sale and delivery of the Bonds to alternate
purchasers.
Delivery of the Bonds
The Bonds will be delivered on or about the delivery date (UNLESS A NOTICE OF A
CHANGE IN THE DELIVERY DATE IS PUBLISHED ON MUNIAUCTION NOT LATER THAN 2
HOURS PRIOR TO ANY ANNOUNCED DATE FOR RECEIPT OF BIDS) in New York Borough
at DTC against payment of the purchase price therefor (less the amount of the good faith
deposit) in Federal funds.
There will also be furnished the usual closing papers, including (1) a certificate signed by
the officials who signed the Bonds stating that no litigation of any kind is now pending or, to their
knowledge, threatened to restrain or enjoin the issuance or delivery of the Bonds, or in any
manner questioning the proceedings and authorization under which the Bonds are issued or
affecting the validity of the Bonds and (2) a certificate signed by the Borough relating to the
official statement.
CUSIP Numbers
CUSIP numbers will be applied for with respect to the Bonds, but the Borough will
assume no obligation for the assignment or printing of such numbers on the Bonds or for the
correctness of such numbers, and neither the failure to print such numbers on any bond nor any
error with respect thereto shall constitute cause for a failure or refusal by the purchasers thereof
to accept delivery of and make payment for the Bonds. The CUSIP Service Bureau charge for
the assignment of the numbers shall be the responsibility of and shall be paid for by the winning
Bidder.
Legal Opinions
The approving opinions of McManimon, Scotland & Baumann, LLC, Bond Counsel to the
Borough, will be furnished without cost to the winning Bidder.
Postponement
The Borough reserves the right to postpone, from time to time, the date and time
established for receipt of Bids. ANY SUCH POSTPONEMENT WILL BE PUBLISHED OR
POSTED, BEFORE 9:00 A.M. ON THE SALE DATE. If any date fixed for the receipt of Bids
and the sale of the Bonds is postponed, an alternative sale date will be announced via PARITY
at least forty -eight (48) hours prior to such alternative sale date. On any such alternative sale
date, any Bidder may submit a Bid for the purchase of the Bonds in conformity in all respects
with the provisions of the Notice of Sale, except for the date of sale and except for the changes
announced on PARITY at the time the sale date and time are announced.
Additional Information
For further information relating to the Bonds, reference is made to the POS prepared for
and authorized by the Borough. The Notice of Sale and the POS may be viewed on PARITY.
However, the Borough makes no assurance or representation with respect to the form of the
Notice of Sale and the POS on PARITY, and no investment decision should be made in reliance
thereon. Printed copies of the POS and the Notice of Sale may be obtained from the Financial
Advisor or Bond Counsel at the address and the phone numbers stated above. For additional
information relating to the sale please contact PARITY at (212) 404 -8102. Additional
information relating to the financing of the Borough can be obtained by contacting the
undersigned Chief Financial Officer at (732) 541 -3800 or email at de blasioo(a)carteret.net or the
Borough's Financial Advisor.
BOROUGH OFCARTERET
By: Patrick J. DeBlasio, Chief Financial Officer
Dated: January _, 2015
Exhibit B
(Notice of Sale to be Published in Local Newspaper)
NOTICE OF SALE
$12,928,000
GENERAL IMPROVEMENT BONDS, SERIES 2015
OF THE BOROUGH OF CARTERET,
IN THE COUNTY OF MIDDLESEX, NEW JERSEY
(Book -Entry Only Bonds) /(Callable) /(Not Bank Qualified)
SUMMARY
ISSUER:
PAR AMOUNT:
SECURITY:
TAX EXEMPT:
RATING:
TYPE OF SALE
AGENT:
SALE DATE & BID TIME
DATED DATE:
DELIVERY DATE:
INTEREST PAYMENT
DATES:
CALL DATE:
MINIMUM BID:
MAXIMUM BID:
BID SECURITY:
BASIS OF AWARD:
LEGAL OPINION:
OFFERING STATEMENT:
Borough of Carteret, County of Middlesex, New Jersey
$12,928,000
General Obligations of the Borough
Yes
Moody's rating to be assigned.
Electronic proposals via PARITY Electronic Bid System (PARITY) of
I -Deal, LLC ( "I- Deal "). See "Bidding Details" herein.
PARITY — Electronic proposals will be received via the PARITY
Electronic Bid System ( "PARITY ") of I -Deal
January 21, 2015 until 11:00 a.m. local time, at which time they will
be publicly opened, received and announced. Award by 3:00 p.m.
Date of Delivery
February 5, 2015
February 1 and August 1, commencing August 1, 2015
February 1, 2025 @ par for Bonds maturing on or after February 1,
2026.
$12,928,000 (Par)
$13,574,400 (105% of par — maximum premium of $646,400)
The Borough reserves the right to downsize the issue by the amount
of premium that is in excess of the Underwriter's compensation
Good Faith Check or wire transfer in the amount of $268,560
received by Borough (prior to bidding) or Financial Surety Bond
from Sure -Bid
True Interest Cost
McManimon, Scotland & Baumann, LLC, Roseland, New Jersey
Preliminary Official Statement available at www.i - dealprospectus.com
NOTICE
NOTICE IS HEREBY GIVEN that bids will be received by the Borough of Carteret, in the
County of Middlesex, New Jersey (the "Borough ") for the purchase of $12,928,000 original
principal amount of the Borough's General Improvement Bonds, Series 2015 (the "Bonds "). All
Bids (as defined below) must be submitted in their entirety via "PARITY Electronic Bid
System" (PARITY) prior to 11:00 a.m., New Jersey time on January 21, 2015 (the "Sale
Date "). To bid, Bidders (as defined below) must have submitted a good faith check, wire
or Financial Surety Bond, if available, payable to the Borough, in the amount of $258,560
by no later than 10:30 a.m. on the Bid Date (see Bidding Details below).
Preliminary and Final Official Statement
The Borough's Preliminary Official Statement (the "POS ") is available for viewing in
electronic format on PARITY. The PARITY address is www.i- dealprospectus.com In addition,
broker dealers registered with the National Association of Securities Dealers (the "NASD ") and
dealer banks with The Depository Trust Company ( "DTC ") clearing arrangements may either:
(a) print out a copy of the POS on their own printer, or (b) at any time prior to the Date of Sale,
elect to receive a photocopy of the POS in the mail by requesting it by calling the Borough's
bond counsel, Matthew D. Jessup, Esq., of McManimon, Scotland & Baumann, LLC ( "Bond
Counsel "), 75 Livingston Avenue, Roseland, New Jersey 07068 (telephone no. 973 - 622 -4850)
or attention of Sandra S. Jessup, Paralegal (telephone no. 973 - 622 -5258) or the Borough's
Financial Advisor, Acacia Financial Group, Inc. ( "Financial Advisor'), Joshua C. Nyikita,
Managing Director, 601 Route 73 North, Marlton, New Jersey 08053 (telephone no. 856 -234-
2266). All Bidders must review the POS and certify that they have done so prior to participating
in the bidding.
The POS is deemed by the Borough to be final as of its date, for purposes of SEC Rule
15c2- 12(b)(1) under the Securities and Exchange Act of 1934, except for the omission of
information concerning the offering price(s), interest rate(s), selling compensation, aggregate
principal amount of the Bonds and any other terms or provisions to be determined from the
successful Bid(s) or depending on such matters, and the identity of the underwriter(s). The
POS is, however, subject to such further revisions, amendments and completion in a Final
Official Statement (the "Final Official Statement ") as may be necessary.
The Borough at its expense, will make available to the winning Bidder a reasonable
number of Final Official Statements, within seven (7) business days following the date of
acceptance of the Bid.
Types of Bids Allowed
Subject to the Bid requirements described below, Bids for the Bonds must be submitted
on an "All -or- None" ( "AON ") basis for the entire amount of $12,928,000. There will be only one
CUSIP assigned to each annual maturity of the issue. First, a Bidder must submit a conforming
Bid for the entire issue, and if such Bid is accepted by the Borough, the Bidder will be required
to purchase the entire issue in accordance with such Bid.
Interest Payment Dates; Description of the Bonds
The Bonds will be dated the date of delivery and will bear interest from such date
payable semiannually on each February 1 and August 1, commencing on August 1, 2015.
Interest shall be computed on the basis of a 30 -day month /360 -day year.
Principal Amortization
The Bonds shall mature on February 1 as set forth in the following table:
Year
Principal Amount
Year
Principal Amount
2016
$378,000
2026
$675,000
2017
380,000
2027
690,000
2018
560,000
2028
715,000
2019
575,000
2029
730,000
2020
585,000
2030
740,000
2021
600,000
2031
750,000
2022
615,000
2032
750,000
2023
630,000
2033
750,000
2024
645,000
2034
750,000
2025
660,000
2035
750,000
The actual principal amounts may
accordance with N.J.S.A. 40A:2- 26(g). Any
principal for any maturity with the aggregate
principal for the overall issues.
be adjusted by the Borough, at its option, in
such adjustment shall not exceed 10% of the
adjustment to maturity not to exceed 10% of the
Book Entry Only
The Bonds will be issued in book -entry form only, initially in the name of CEDE & Co., as
nominee of DTC. Purchasers will not receive certificates representing their interests in the
Bonds. Individual purchases will be in the principal amount of $5,000 and integral multiples
thereof except, where necessary, also in the amount of $1,000. Payments of principal, interest
and redemption premium, if any, will be made by the paying agent to DTC for subsequent
disbursement to DTC participants to then be remitted to the beneficial owners of the Bonds.
Redemption Provisions
The bonds of this issue maturing prior to February 1, 2026, are not subject to redemption
prior to their stated maturities. The bonds of this issue maturing on or after February 1, 2026
are redeemable at the option of the Borough in whole or in part on any date on or after February
1, 2025 at 100% of the principal amount outstanding (the 'Redemption Price') plus interest
accrued to the date of redemption upon notice as required herein.
Notice of Redemption shall be given by mailing by first class mail in a sealed envelope
with postage prepaid to the registered owners of the bonds not less than thirty (30) days, nor
more than sixty (60) days prior to the date fixed for redemption. Such mailing shall be to the
owners of such bonds at their respective addresses as they last appear on the registration
books kept for that purpose by the Borough or a duly appointed Bond Registrar. Any failure of
the depository to advise any of its participants or any failure of any participant to notify any
beneficial owner of any Notice of Redemption shall not affect the validity of the redemption
proceedings. If the Borough determines to redeem a portion of the bonds prior to maturity, the
bonds to be redeemed shall be selected by the Borough; the bonds to be redeemed having the
same maturity shall be selected by the Securities Depository in accordance with its regulations.
If Notice of Redemption has been given as provided herein, the bonds or the portion
thereof called for redemption shall be due and payable on the date fixed for redemption at the
Redemption Price, together with accrued interest to the date fixed for redemption. Interest shall
cease to accrue on the bonds after the date fixed for redemption and no further interest shall
accrue beyond the redemption date. Payment shall be made upon surrender of the bonds
redeemed.
Terms of PARITY
Each electronic proposal must be submitted via PARITY. No bidder will see any other
bidder's bid, nor will any bidder see the status of its bid relative to other bids (etc , whether its
bid is a leading bid). To the extent any instructions or directions set forth on 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 PARITY at I -Deal at (212) 404 -8102. The
Borough may, but is not obligated to, acknowledge its acceptance in writing of any bid submitted
electronically via PARITY. In the event that a bid for the Bonds is submitted via PARITY, the
bidder further agrees that: The Borough may regard the electronic transmission of the bid via
PARITY (including information about the purchase price of the Bonds, the interest rate or rates
to be borne by the various maturities of the Bonds specified, the initial public offering price of
each maturity of the Bonds and any other information included in such transmission) as though
the same information were submitted on the official "Proposal for Bonds" provided by the
Borough and executed by a duly authorized signatory of the bidder. If a bid submitted
electronically via PARITY is accepted by the Borough, the terms of the official "Proposal for
Bonds" and this Notice of Sale and the information that is electronically transmitted via PARITY
shall form a contract, and the successful bidder shall be bound by the terms of such contract.
PARITY is not an agent of the Borough, and the Borough shall have no liability
whatsoever based on any bidder's use of PARITY, including but not limited to any failure by
PARITY to correctly or timely transmit information provided by the Borough or information
provided by the bidder.
The Borough may choose to discontinue use of electronic bidding via PARITY by issuing
a notification to such effect via TM3 News Services, or by other available means, no later than
3:00 p.m., Eastern Time, on the last business date prior to the Sale Date.
Once the bids are communicated electronically via PARITY to the Borough, each bid will
constitute an official "Proposal for Bonds" and shall be deemed to be an irrevocable offer to
purchase the Bonds on the terms provided in this Notice of Sale. For purposes of submitting all
"Proposals for Bonds," whether electronically or sealed, the time as maintained on PARITY shall
constitute the official time.
Each bidder shall be solely responsible to make necessary arrangements to access
PARITY for purposes of submitting its bid in a timely manner and in compliance with the
requirements of this Notice of Sale. Neither the Borough nor i -Deal shall have any duty or
obligation to provide or assure to any bidder, and neither the Borough nor i -Deal shall be
responsible for the proper operation of, or have any liability for any delays or interruptions of, or
any damages caused by, PARITY. The Borough is using PARITY as a communication
mechanism, and not as the Borough's agent, to conduct the electronic bidding for the Bonds.
By using PARITY, each bidder agrees to hold the Borough harmless for any harm or damages
caused to such bidder in connection with its use of PARITY for bidding on the Bonds.
Bidding Details
Bidders should be aware of the following bidding details associated with the sale of the
(1) BIDDERS MUST SUBMIT A GOOD FAITH CHECK, WIRE TRANSFER OR A
FINANCIAL SURETY BOND IN THE AMOUNT OF $258,560 PAYABLE TO THE
BOROUGH NO LATER THAN 10:30 A.M. ON THE SALE DATE. HOWEVER,
BIDDERS ARE ENCOURAGED TO SUBMIT CHECKS OR WIRES ON THE DAY
PRIOR TO THE SALE DATE TO ASSURE RECEIPT OF PAYMENT BY THE
BOROUGH AT THE FOLLOWING ADDRESS:
Patrick J. DeBlasio
Chief Financial Officer
Borough of Carteret
61 Cooke Avenue
Carteret, NJ 07008
BIDDERS SUBMITTING GOOD FAITH CHECKS SHOULD ALSO ENCLOSE A
RETURN ENVELOPE FOR USE BY THE BOROUGH. BIDDERS SUBMITTING
A WIRE SHOULD CONTACT THE BOROUGH'S BOND COUNSEL,
MATTHEW D. JESSUP, ESQ. (TELEPHONE NO. 973 - 622 -4850) OR SANDRA
S. JESSUP, PARALEGAL (TELEPHONE NO. 973 - 622 -5258) OR THE
FINANCIAL ADVISOR, JOSHUA C. _ NYIKITA (TELEPHONE_ NO. 856 -234-
2266) TO OBTAIN THE WIRE INSTRUCTIONS.
UNSUCCESSFUL BIDDERS SUBMITTING THE GOOD FAITH DEPOSIT BY
WIRE TRANSFER SHALL, NO LATER THAN THE CLOSE OF BUSINESS ON
THE SALE DATE OF THE BONDS, PROVIDE THE CHIEF FINANCIAL
OFFICER IN WRITING WITH WIRING INSTRUCTIONS FOR THE RETURN OF
SUCH UNSUCCESSFUL BIDDER'S GOOD FAITH DEPOSIT. IN THE EVENT
THAT THE BOROUGH FAILS TO RETURN ANY GOOD FAITH WIRES IN A
TIMELY FASHION, THE BOROUGH SHALL NOT BE LIABLE FOR
MONETARY DAMAGES, REMEDY BEING HEREBY SPECIFICALLY LIMITED
TO SPECIFIC PERFORMANCE.
(2) All Bids must be submitted on the PARITY. No telephone, telefax, telegraph or
personal delivery Bids will be accepted.
(3) All Bids for the Bonds must be submitted on an AON basis. Bidders may change
and submit Bids as provided for herein, but a submitted Bid may not be
withdrawn.
(4) Bidders may bid to purchase Bonds from the Borough with a bid premium
not exceeding $646,400. No Bid will be considered if the Bid is to purchase
Bonds at a price less than 100% of the principal amount thereof.
(5) Each proposal submitted must name the rate or rates of interest per annum to be
borne by the Bonds and the rate or rates named must be multiples of 1/8 or 1/20
of 1 %. The difference between the highest and lowest interest rates named in
the Bid shall not exceed four percent (4 %) per annum. Not more than one rate
may be named for Bonds of the same maturity. There is no limitation on the
number of rates that may be named. Each proposal submitted must state the
purchase price, which must be not less than par. The Bonds will be awarded to
the bidder on whose bid the total loan may be made at the lowest true interest
cost ( "TIC'). Such TIC shall be calculated as described below. No proposal shall
be considered that offers to pay an amount less than the principal amount of
Bonds offered for sale or under which the total loan is made at a TIC higher than
the lowest TIC to the Borough under any legally acceptable proposal. The
purchaser must also pay an amount equal to the interest on the Bonds accrued
to the date of payment of the purchase price, if applicable.
(6) Bidders are only permitted to submit Bids for the Bonds during the bidding
period.
Definitions
"Bid" any confirmed purchase offer received by PARITY on or before the
proposal submission deadline.
"Bidder" any firm registered and approved for participation in sale.
"Winning Bid" any purchase offer made by a Bidder and received by PARITY that, at the
end of the bidding time period, results in the lowest TIC that is acceptable
to the Borough.
"True Interest Cost
(TIC)" true interest cost shall be computed in each instance by determining the
interest rate, compounded semi - annually, necessary to discount the debt
service payments to the date of the bonds and to the price bid, excluding
interest accrued to the delivery date. The TIC serves as the basis for
awarding bonds to the winning Bidder.
Bid Procedure and Basis of Award
Subject to the right reserved by the Borough to reject any or all Bids, the Bonds will be
sold to the Bidder whose Bid produces the lowest TIC for the Borough and otherwise complies
with the Notice of Sale.
Bids must remain valid until at least 2:00 p.m., prevailing time, on the Sale Date, and it
accepted by the Borough, prior to such time, shall be irrevocable except as otherwise provided
in the Notice of Sale. Upon selection of the winning Bidder, the Borough will execute an award
certificate to award the Bonds and will promptly communicate with the winning Bidder by
telephone, e-mail or fax.
Bid Security and Method of Payment for Bonds
A Good Faith Deposit ( "Deposit ") in the form of a certified or cashier's check, wire
transfer (wiring instructions can be obtained from the Borough's Bond Counsel or Financial
Advisor) or a Financial Surety Bond in the amount of $258,560, payable to the order of the
Borough, is required for each bid to be considered. If a check is used, it must be a certified
treasurer's or cashier's check and must be provided to the Borough prior to 10:30 a.m. on the
Sale Date for bids to be submitted. If a wire transfer is used, such wire must be received by the
Borough prior to 10:30 a.m. on the Sale Date. Each bidder accepts responsibility for delivering
such check or wire on time and the Borough is not responsible for any check or wire that is not
received on time. If a Financial Surety Bond is used, it must be from an insurance company
licensed to issue such a bond in the State of New Jersey and approved by the Director of the
Division of Local Government Services of New Jersey (the "Director ") and such bond must be
submitted to the Borough prior to 10:30 a.m. on the Sale Date at the address referred to above.
At present, the Director has approved the use of Sure -Bid, a division of Financial Security
Assurance Inc. Use of any other Financial Surety Bond must be approved by the Director prior
to the bid and will not be accepted by the Borough unless evidence of such approval is provided
prior to the bid. The Financial Surety Bond must identify the bidder whose Deposit is
guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder utilizing a
Financial Surety Bond, then that purchaser (the "Purchaser ") is required to submit its Deposit to
the Borough by wire transfer as instructed by the Borough not later than 3:30 p.m. on the next
business day following the Sale Date. If such Deposit is not received by that time, the Financial
Surety Bond may be drawn by the Borough to satisfy the Deposit requirement. No interest on
the Deposit will accrue to the Purchaser. The Deposit will be applied to the purchase price of
the Bonds. In the event the Purchaser fails to honor its accepted bid, the Deposit will be
retained by the Borough. Award of the Bonds to the successful Bidder or rejection of all Bids is
expected to be made within two hours after opening of the bids, but such successful Bidder may
not withdraw its proposal until after 3:00 p.m. on the Sale Date and then only if such award has
not been made prior to the withdrawal. The balance of the purchase price shall be paid in
Federal Funds by wire transfer to the Borough on or about the delivery date.
Right to Reject Bids; Waive Irregularities
The Borough reserves the right to reject any and all Bids and to the extent permitted by
law to waive any irregularity or informality in any Bid.
Information Required from the Winning Bidder
By making a bid for the Bonds, the winning bidder(s) agrees: (a) to provide to the
Borough, in writing, immediately upon being unofficially awarded the Bonds, a written
confirmation of the bid, which shall include the purchase price, reoffering yield(s), and other
related information necessary for completion of the final Official Statement, the Financial
Advisor and by Bond Counsel; (b) to disseminate to all members of the underwriting syndicate
copies of the Official Statement; (c) to promptly file a copy of the final Official Statement with the
Municipal Securities Rulemaking Board; and (d) to take any and all other actions necessary to
comply with applicable Securities and Exchange Commission and Municipal Securities
Rulemaking Board rules governing the offering, sale and delivery of the Bonds to alternate
purchasers.
Delivery of the Bonds
The Bonds will be delivered on or about the delivery date (UNLESS A NOTICE OF A
CHANGE IN THE DELIVERY DATE IS PUBLISHED ON MUNIAUCTION NOT LATER THAN 2
HOURS PRIOR TO ANY ANNOUNCED DATE FOR RECEIPT OF BIDS) in New York Borough
at DTC against payment of the purchase price therefor (less the amount of the good faith
deposit) in Federal funds.
There will also be furnished the usual closing papers, including (1) a certificate signed by
the officials who signed the Bonds stating that no litigation of any kind is now pending or, to their
knowledge, threatened to restrain or enjoin the issuance or delivery of the Bonds, or in any
manner questioning the proceedings and authorization under which the Bonds are issued or
affecting the validity of the Bonds and (2) a certificate signed by the Borough relating to the
official statement.
CUSIP Numbers
CUSIP numbers will be applied for with respect to the Bonds, but the Borough will
assume no obligation for the assignment or printing of such numbers on the Bonds or for the
correctness of such numbers, and neither the failure to print such numbers on any bond nor any
error with respect thereto shall constitute cause for a failure or refusal by the purchasers thereof
to accept delivery of and make payment for the Bonds. The CUSIP Service Bureau charge for
the assignment of the numbers shall be the responsibility of and shall be paid for by the winning
Bidder.
Legal Opinions
The approving opinions of McManimon, Scotland & Baumann, LLC, Bond Counsel to the
Borough, will be furnished without cost to the winning Bidder.
Postponement
The Borough reserves the right to postpone, from time to time, the date and time
established for receipt of Bids. ANY SUCH POSTPONEMENT WILL BE PUBLISHED OR
POSTED, BEFORE 9:00 A.M. ON THE SALE DATE. If any date fixed for the receipt of Bids
and the sale of the Bonds is postponed, an alternative sale date will be announced via PARITY
at least forty -eight (48) hours prior to such alternative sale date. On any such alternative sale
date, any Bidder may submit a Bid for the purchase of the Bonds in conformity in all respects
with the provisions of the Notice of Sale, except for the date of sale and except for the changes
announced on PARITY at the time the sale date and time are announced.
Additional Information
For further information relating to the Bonds, reference is made to the POS prepared for
and authorized by the Borough. The Notice of Sale and the POS may be viewed on PARITY.
However, the Borough makes no assurance or representation with respect to the form of the
Notice of Sale and the POS on PARITY, and no investment decision should be made in reliance
thereon. Printed copies of the POS and the Notice of Sale may be obtained from the Financial
Advisor or Bond Counsel at the address and the phone numbers stated above. For additional
information relating to the sale please contact PARITY at (212) 404 -8102. Additional
information relating to the financing of the Borough can be obtained by contacting the
undersigned Chief Financial Officer at (732) 541 -3800 or email at deblasiop(a).carteret.net or the
Borough's Financial Advisor.
BOROUGH OFCARTERET
By: Patrick J. DeBlasio, Chief Financial Officer
Dated: January _, 2015