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HomeMy Public PortalAboutr 15-044of fhe No. -.- Datc of Adoptio Feail+t y 26, 2015 RESOLUTION DETERIIIINING THE FORM AND OTHER DETAILS OF NOT EXCEEDING S8,700,000 SEWER UTILITY BONDS, SERIES 2015, OF THE BOROUGH OF CARTERET, IN THE COUNTY OF AIIDDLESEX, NEW JERSEY, AND PROVIDING FOR THEIR SALE TO THE NEW JERSEY ENVIRO'NNIENTAL INFRASTRUCTURE TRUST AND THE STATE OF NEW JERSEY AND AUTHORIZING THE EXECUTION AND DELIVERY OF LOAN AGREEMENTS TO BE EXECUTED BY THE BOROUGH AND EACH OF THE NEW JERSEY ENVHRONMENTAL INFRASTRUCTURE TRUST AND THE STATE OF NEW JERSEY, ACTING BY AND THROUGH THE DEPARTMENT OF ENVIRONMENTAL PROTECTION AND FURTHER AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT PURSUANT TO THE NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE TRUST FINANCING PROGRAM. WHEREAS, the Borough of Carteret, in the County of Middlesex, New Jersey (the "Borough "), has determined that there exists a need within the Borough to provide for the construction of storm sewer collection infrastructure upgrades, construction of an equalization basin, a stomrwater pump station, a force main, a discharge outfall to Noes Creek with a tide gate, and collection system upgrades along Noe Street, Harris Street, Pershing Avenue, Emerson Street, Lowell Street, Industrial Highway, Leick Avenue, Thomall Street, Rgrittier Street and Wheeler Avenue including the replacement of storm water pipes, and the acquisition and installation of all equipment and materials and all work necessary therefore or incidental thereto (the "Project ") as defined in each of that certain Loan Agreement (the "Trust Loan Agreement ") to be entered into by and between the Borough and the New Jersey Environmental Infrastructure Trust (the "Trust ") and that certain Loan Agreement (the "Fund Loan Agreement ", and together with the Trust Loan Agreement, the "Loan Agreements ") to be entered into by and between the Borough and the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection (the "State "), all pursuant to the New Jersey Environmental Infrastructure Trust Financing Program (the "Program "); WHEREAS, the Borough has determined to finance the Project with the proceeds of a loan to be made by each of the Trust (the "Trust Loan ") and the State (the "Fund Loan ", and together with the Trust Loan, the "Loans ") pursuant to the Trust Loan Agreement and the Fund Loan Agreement, respectively; WHEREAS, to evidence the Loans, each of the Trust and the State require the Borough to authorize, execute, attest and deliver the Borough's Sewer Utility Bonds, Series 2015, in an aggregate principal amount not to exceed $8,700,000, a portion of which will be to the Trust (the "Trust Loan Bond ") and a portion of which will be to the State (the "Fund Loan Bond" and, together with the Trust Loan Bond, the "Borough Bonds ") pursuant to the terms of the Local Bond Law of the State of Now Jersey, constituting Chapter 2 of Title 40A of the Revised Statutes of the State of New Jersey (tire "Local Bond Law "), other applicable law and the Loan Agreements; WHEREAS, N.J.S.A. 40A:2- 27(a)(2) of the Local Bond Law allows for the sale of the Trust Loan Bond and the Fund Loan Bond to the Trust and the State, respectively, without any public offering, and N.J.S.A. 58: 11B -9(a) allows for the sale of the Trust Loan Bond to the Trust without any public offering, all under the terms and conditions set forth herein; and WHEREAS, the Trust and the State have expressed their desire to close in escrow the making of one or more of the Loans, the issuance of one or more of the Borough Bonds and the execution and delivery of one or more of the Loan Agreements and the Continuing Disclosure Agreement, all pursuant to the terms of an Escrow Agreement (the "Escrow Agreement ") to be entered into by and among the Trust, the State, the Borough and the escrow agent named therein; and WHEREAS, in connection with the issuance of the Borough Bonds to the Program, the goveming body of the Borough wishes to authorize the execution of certain certificates and opinions as may be required by the Program or Bond Counsel to the Borough (collectively, the "Escrowed Documents ") by the Mayor, Chief Financial Officer, Borough Clerk, Counsel to the Borough, Project Engineer or Appraiser and/or Bond Counsel to the Borough (collectively, the "Borough Representatives ") on or before the date when the Borough is scheduled to close the loans in escrow with the Program (the "Escrow Closing Date "), such documents to be delivered to Bond Counsel and held by Bond Counsel until such time as the Borough authorizes release of the same. NO. 15.44 PAGE_ NOW, THEREFORE, BE IT RESOLVED by a 2/3 vote of the full membership of the governing body of the Borough as follows: Section 1. In accordance with N.J.S.A. 40A2- 27(a)(2) of the Local Bond Law and N.J.S.A. 58:11B -9(a), the Borough hereby sells and awards its Borough Bonds in an aggregate principal amount not to exceed $8,700,000 in accordance with the provisions hereof. The Borough Bonds have been referred to and are described in a bond ordinance of the Borough, entitled "Ordinance Providing for Various Sewer and Stormwater Improvements in and by the Borough of Carteret, in the County of Middlesex, New Jersey, Appropriating $8,700,000 Therefor and Authorizing the Issuance of $8,700,000 Bonds or Notes of the Borough to Finance Part of the Cost Thereof' which bond ordinance was finally adopted by the Borough on February 26, 2015, at meeting duly called, at such time a quorum was present and acted throughout, all pursuant to the terms of the Local Bond Law and other applicable law. Section 2. The Chief Financial Officer of the-Borough (the "Chief Financial Officer ") is hereby authorized to determine, in accordance with the Local Bond Law and pursuant to the terms and conditions established by the Trust and the State under the Loan Agreements and the terms and conditions hereof, the following items with respect to the Trust Loan Bond and the Fund Loan Bond: (a) The aggregate principal amounts of the Trust Loan Bond and the Fund Loan Bond to be issued, which aggregate principal amount shall not exceed $8,700,000; (b) The maturity and annual principal installments of the Borough Bonds, which maturity shall not exceed 20 years; (c) The date of the Borough Bonds; (d) The interest rates of the Borough Bonds; (e) The purchase price for the Borough Bonds; and (f) The terms and conditions under which the Borough Bonds shall be subject to redemption prior to their stated maturities. Section 3. Any determination made by the Chief Financial Officer pursuant to the terms aereof shall be conclusively evidenced by the execution and attestation of the Borough Bonds by the xulies authorized under Section 4(c) hereof. Section 4. The Borough hereby determines that certain terms of the Borough Bonds shall be as follows: (a) The Trust Loan Bond shall be issued in a single denomination and shall be numbered R- 1. The Fund Loan Bond shall be issued in a single denomination and shall be numbered R -2; (b) The Borough Bonds shall be issued in fully registered form and shall be payable to the registered owners thereof as to both principal and interest in lawful money of the United States of America; and (c) The Borough Bonds shall be executed by the manual or facsimile signatures of the Mayor and the Chief Financial Officer under official seal or facsimile thereof affixed, printed, engraved or reproduced thereon and attested by the manual signature of the Borough Clerk. Section 5. The Trust Loan Bond and the Fund Loan Bond shall be substantially in the form set forth in the Trust Loan Agreement and the Fund Loan Agreement, respectively. Section 6. The law firm of McManimon, Scotland & Baumann, LLC is hereby authorized to arrange for the printing of the Borough Bonds, which law firm may authorize McCarter & English, LLP, bond counsel to the Trust and the State for the Program, to arrange for same. The Borough auditor is hereby authorized to prepare the financial information necessary in connection with the issuance of the Borough Bonds. The Mayor, the Chief Financial Officer and the Borough Clerk are hereby authorized to execute any certificates necessary or desirable in connection with the financial and other information. Bond Counsel to the Borough is hereby authorized to accept and hold the Escrowed Documents on or before the Escrow Closing Date and to release same upon the direction of the Borough. NO. 1 PAG Section 7. The Borough hereby designates the Chief Financial Officer to award the Bonds in accordance with Section 2 hereof and such financial officer shall report in writing the results of the sale to this Council as required by law. Section S. The Mayor and the Chief Financial Officer we hereby severally authorized to execute any certificates or documents necessary or desirable in connection with the sale of the Borough Bonds, and are further authorized to deliver same to the Trust and the State upon delivery of the Borough Bonds and the receipt of payment therefor in accordance with the Loan Agreements. Section 9. The Trust Loan Agreement, the Fund Loan Agreement and the Escrow Agreement (collectively, the "Financing Documents ") are hereby authorized to be executed and delivered on behalf of the Borough by either the Mayor or the Chief Financial Officer in substantially the forms attached hereto as Exhibits A, B and C, respectively, with such changes as the Mayor or the Chief Financial Officer (each an "Authorized Officer "), in their respective sole discretion, after consultation with counsel and any advisors to the Borough (collectively, the "Borough Consultants ") and after further consultation with the Trust, the State and the representatives, agents, counsel and advisors (collectively, the "Program Consultants ", and together with the Borough Consultants, the "Consultants "), shall determine, such determination to be conclusively evidenced by the execution of such Financing Documents by an Authorized Officer as determined hereunder. The Borough Clerk is hereby authorized to attest to the execution of the Financing Documents by an Authorized Officer of the Borough as determined hereunder and to affix the corporate seal of the Borough to such Financing Documents. Section 10. The Authorized Officers of the Borough are hereby further severally authorized to (i) execute and deliver, and the Borough Clerk is hereby further authorized to attest to such execution and to affix the corporate seal of the Borough to, any document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Officers or the Borough Clerk, as applicable, in their respective sole discretion, after consultation with the Consultants, to be executed in connection with the execution and delivery of the Financing Documents and the consummation of the transactions contemplated thereby, which determination shall be conclusively evidenced by the execution of each such certificate or other document by the party authorized hereunder to execute such certificate or other iocument, and (ii) perform such other actions as the Authorized Officers deem necessary, desirable or =venient in relation to the execution and delivery thereof. - Section 11. This resolution shall take effect immediately. Section 12. Upon the adoption hereof, the Borough Clerk shall forward certified copies of his resolution to McManlmon, Scotland & Baumann, LLC, bond counsel to the Borough, and Richard T. Bolan, Esq., McCarter & English, LLP, bond counsel to the Trust. Adopted this 26th day of Fenny, 2015 and certified as a Ume copy of the o rigirol on Febnory 27, 2015. KAIHCM M. BORNGY, hNC M dr-ipl Clerk RECORD OF COUNCIL VOTE COUNCILMAN I YES NO NV A.B. COUNCILMAN YES NO NV A.B. X X DTA7 X MAE FS X X X X - Indicate Vote AB - Absent NV - Not Voting XOR - Indicatas Vote to Oveonle Veto Adopted at a meeting of the Municipal Council