Loading...
HomeMy Public PortalAboutr 17-098� 11.1 ie �oroughof &rferjet' N. - No. 17 -9 8 Date of Adoptio .hate 22 RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF NOT EXCEEDING $323,809 GENERAL OBLIGATION BONDS, OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY, AND PROVIDING FOR THEIR SALE TO THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BY AND BETWEEN THE BOROUGH AND THE AUTHORITY PURSUANT TO THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY'S COUNTY GUARANTEED CAPITAL EQUIPMENT AND IMPROVEMENT 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 acquisition of vehicles, including garbage trucks and pick -up trucks, and further including all related costs and expenditures incidental thereto (the "Project "); WHEREAS, the Borough has determined to finance the Project with the proceeds of a loan (the "Loan ") to be made by the Middlesex County Improvement Authority (the "Authority"), pursuant to a Loan Agreement between the Borough and the Authority, in the form set forth on file in the office of the Borough Clerk (the "Loan Agreement "); WHEREAS, to evidence the Loan, the Authority requires the Borough to authorize, execute, attest and deliver the Borough's General Obligation Bonds, in an aggregate principal amount not to exceed $323,809 to the Authority (the "Borough Bonds ") pursuant to the terms of the Local Bond Law of the State of New Jersey, constituting Chapter 2 of Title 40A of the Revised Statutes of the State of New Jersey (the "Local Bond Law "), other applicable law and the Loan Agreement; WHEREAS, in connection with the issuance of the Borough Bonds to the Authority, the governing body of the Borough wishes to authorize the execution of certain certificates and opinions as may be required by the Authority or Bond Counsel to the Borough by the Mayor, Chief Financial Officer, Borough Clerk, Counsel to the Borough and/or Bond Counsel to the Borough (collectively, the "Borough Representatives ") on or before the date when the Borough is scheduled to close the Loan with, and issue the Borough Bonds to, the Authority. NOW THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE ._ LOUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, STATE OF NEW JERSEY (not less than two- thirds of all members thereof affirmatively concurring) AS FOLLOWS: Section 1. The Borough hereby sells and awards its Borough Bonds in an aggregate principal amount not to exceed $323,809 in accordance with the provisions hereof. The Borough Bonds have been referred to and are described in a bond ordinance of the Borough. which bond ordinance is entitled, "Bond Ordinance Providing for the Acquisition of Vehicles in and by the Borough of Carteret, in the County of Middlesex, New Jersey, Appropriating $340,000 Therefor and Authorizing the Issuance of $323,809 Bonds or Notes of the Borough to Finance Part of the Cost Thereof' and was finally adopted by the Borough at a meeting dray called and held on June 22, 2017 at such time a quorum was present and acted throughout, all pursuant to the terns of the Local Bond 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 Authority under the Loan Agreement and the tenors and conditions hereof, the following items with respect to the Borrower Bonds: (a) The aggregate principal amounts of the Borrower Bonds to be issued, which aggregate principal amount shall not exceed $323,809; (b) The maturity and annual principal installments of the Borough Bonds, which maturity shall not exceed 5 years; (c) The date of the Borough Bonds; (d) The interest rates of the Borough Bonds; provided that the true interest cost of the Borrower Bonds does not exceed an interest rate that would enable the Borough to issue the Borrower Bonds to the Authority and achieve the economic benefit (consisting of the guaranty from the County of Middlesex which is a higher credit rating than the current credit rating of the Borough) of financing through the Authority versus financing on its own; (e) The purchase price for the Borough Bonds; and (f) The terns 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 hereof shall be conclusively evidenced by the execution and attestation of the Borough Bonds by the parties authorized under Section 4(c) hereof. PAGE Z Section 4. The Borough hereby determines that certain terms of die Borough Bonds shall be as follows: (a) The Borough Bonds shall be issued in a single denomination and shall be numbered GOB -l; (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 ofthe 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 Borough Bonds shall be substantially in the form set forth in Exhibit A attached hereto and by this reference made a part hereof. The Borrower Bonds shall have printed thereon a copy of the written opinion with respect to the Borrower Bonds that is to be rendered by the low firm of McManimon, Scotland & Baumann, LLC, complete except for omission of its date. The Borough Clerk is hereby authorized and directed to file a signed duplicate of such written opinion in the Borough Clerk's office. Alternatively, each Borrower Bond may be accompanied by the signed legal opinion or copy thereof. Section 6. The law firm of McManimon, Scotland & Baumann, LLC is hereby authorized to arrange for the printing of the Borough Bonds. The Mayor and Chief Financial Officer are hereby authorized and directed to prepare any financial statements, demographic information or operating data required by the Authority for inclusion in the Authority's Preliminary and Final Official Statements. The Mayor and Chief Financial Officer are each hereby authorized and directed, without further authorization, to enter into and execute a continuing disclosure agreement or such other agreement as may be required by the Authority for purposes of complying with Rule 15c2 -12 of the Securities and Exchange Commission, as amended and interpreted from time to time (the "Rule "), in a form satisfactory to Bond Counsel to the Borough. 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 applicable law. Section 8. The Mayor and the Chief Financial Officer are 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 Authority upon delivery of the Borough Bonds and the receipt of payment therefor in accordance with the Loan Agreement. Section 9. The Chief Financial Officer is also authorized to pay the costs of issuance at or after the time of closing to the various participants regarding the sale and issuance of the Borrower Bonds. In the alternative, the Authority is hereby authorized to pay such costs of issuance on behalf of the Borough. Section 10. The Loan Agreement is hereby authorized to be executed and delivered on behalf of the Borough by either the Mayor or the Chief Financial Officer in substantially the form on file in the office of the Borough Clerk, 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 "), shall determine, such determination to be conclusively evidenced by the execution of such Loan Agreement by an Authorized Officer as determined hereunder. The Borough Clerk is hereby authorized to attest to the execution of the Loan Agreement by an Authorized Officer of the Borough as determined hereunder and to affix the corporate seal of the Borough to such Loan Agreement. Section 11. 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 t it cir respective sole discretion, after consultation with the Borough Consultants, to be executed in connection with the execution and delivery of the Loan Agreement 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 document, and (ii) perform such other actions as the Authorized Officers deem necessary, desirable or convenient in relation to the execution and delivery thereof. Section 11. This resolution shall take effect immediately. NO. 1 g PAGE 3 X - Indicate Vote AO - Absent NV - Not Voting XOR - Indicates Vote In Overrule Veto Adopted at a meeting of the Municipal Council June 22, 2017 RECORD OF COUNCIL VOTE COUNCILMAN YES NO NV_ A.O. COUNCILMAN YES NO NV A.O. B)IT X TQI4I X DIAZ -- X - — KEtUd X 4- Exhibit A Form ofBorrmier Bonds REGISTERED NUMBER GOB-] PAGE_ 4 REGISTERED UNITED STATES OF AMERICA STATE OF NEW JERSEY BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX GENERAL OBLIGATION BOND DATE OF ORIGINAL ISSUE: —2017 THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, New Jersey (the "Borough ") hereby acknowledges itself indebted and for value received promises to pay to the: MIDDLESEX COUNTY IMPROVEMENT AUTHORITY (the "Authority"), c/o (the "Trustee ") the principal sums on the dates and in the amounts set forth on Schedule A attached hereto and made a part hereof and to pay interest on such sum from the DATE OF ORIGINAL ISSUE of this bond until payment in full at the interest rates per annum and in the amounts shown on Schedule A attached hereto and made a part hereof. Interest is payable to the Authority at the corporate trust office of the Trustee on each _ and _ prior to each _ and , respectively, commencing _, 20 , in an amount equal to the interest accruing to each _ and _. This bond as to principal will be payable on _ at the corporate trust office of the Trustee. This bond is one of an authorized issue of bonds issued pursuant to the Local Bond Law of the State of New Jersey and other applicable law, a bond ordinance duly adopted on June 22, 2017, and entitled, "Bond Ordinance Providing for the Acquisition of Vehicles in and by the Borough of Carteret, in the County of Middlesex, New Jersey, Appropriating $340,000 Therefor and Authorizing the Issuance of $323,809 Bonds or Notes of the Borough to Finance Part of the Cost Thereof' in all respects duly approved and published in accordance with applicable law and a resolution of the Borough adopted June 22, 2017. 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, IN THE COUNTY OF MIDDLESEX, New Jersey has caused this bond to be executed in its name by the manual or facsimile signature of its Mayor and its Chief Financial Officer, its corporate seal to he hereunto imprinted or affixed, this bond and the seal to be attested by the manual or facsimile signature of its Borough Clerk, and this bond to be dated the DATE OF ORIGINAL ISSUE as specified above. BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY [SEAL] By: ATTEST: Mayor By. By: Clerk Chief Financial Officer [End of Exhibit A – Form of Borrower Bonds]