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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 !I i 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