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I 18 -252 Date of Adoptio D-mbe, 27, 20 18
RESOLUTION DETERMINING THE FORM AND OTHER
DETAILS OF $24,900,000 GENERAL IMPROVEMENT
BONDS, SERIES 2019 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 OF
CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY AS FOLLOWS:
Section 1. (a) The $24,900,000 General Improvement Bonds, Series
2019 of the Borough of Carteret, in the County of Middlesex, New Jersey (the
"Borough "), referred to and described in a resolution of the Borough adopted on
December 27, 2018, and entitled, "Resolution Providing for the Combination of Certain
Issues of General Improvement Bonds, Series 2019 of the Borough of Carteret, in the
County of Middlesex, New Jersey Into a Single Issue of Bonds Aggregating $24,900,000
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 2019" (the "Bonds ").
(b) The Bonds shall mature in the principal amounts on December 1 as
follows:
Year
Principal Amount
Year
Principal Amount
2019
$650,000
2032
$1,000,000
2020
$650,000
2033
$1,025,000
2021
$750,000
2034
$1,075,000
2022
$750,000
2035
$1,100,000
2023
$750,000
2036
$1,225,000
2024
$775,000
2037
$1,225,000
2025
$800,000
2038
$1,250,000
2026
$825,000
2039
$1,250,000
2027
$850,000
2040
$1,300,000
2028
$900,000
2041
$1,300,000
2029
$925,000
2042
$1,300,000
2030
$950,000
2043
$1,300,000
2031
$975,000
(c) 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 issue.
NO. 18-252
PAGE ___
(d) The Bonds shall be subject to redemption prior to their stated maturity in
accordance with the full Notice of Sale attached hereto as Exhibit A (the "Full Notice of
Sale ").
(e) The Bonds shall be twenty -five in number, with one certificate being
issued for each year of maturity, and shall be numbered GI -1 to GI -25, inclusive.
(f) The Bonds shall be dated their date of issuance and shall bear interest
payable semiannually on the first day of June and December in each year until maturity
or earlier redemption, commencing on June 1, 2019, at a rate or rates per annum,
expressed in a multiple of 1/8 or 1120 of 1% and proposed by the successful bidder in
accordance with the Full Notice of Sale.
(g) The Bonds shall be executed by the manual or facsimile signatures of the
Mayor 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, New York, New York, 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 the principal amount of
$5,000, or any integral multiple in excess thereof through book - entries made on the
books and the records of the Securities Depository and its participants.
(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 May 15 and November 15 (the 'Record Dates" for the Bonds).
2
NO. 18 -252
PAGE 3
Section 3. The Bonds shall be substantially in the following form 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 Securities Depository:
[Form of Bond begins on next page]
NO. 18 -252
REGISTERED
NUMBER GI-
UNITED STATES OF AMERICA
STATE OF NEW JERSEY
COUNTY OF MIDDLESEX
BOROUGH OF CARTERET
GENERAL IMPROVEMENT BOND, SERIES 2019
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 listed 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.
The bonds of this issue maturing prior to December 1, 2026, are not subject to
redemption prior to their stated maturities. The bonds of this issue maturing on or after
December 1, 2026 are redeemable at the option of the Borough in whole or in part on any date
on or after December 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 securities depository to advise any of its participants or any failure of any participant to notify
NO. 18-252 PAG 5
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 redeemed 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 27, 2018, and
entitled, 'Resolution Providing for the Combination of Certain Issues of General Improvement
Bonds, Series 2019 of the Borough of Carteret, in the County of Middlesex, New Jersey Into a
Single Issue of Bonds Aggregating $24,900,000 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 Mayor 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 OFCARTERET
[SEAL]
ATTEST:
By
M
By [executed upon issuancel By _(executed upon issuancel
Clerk Chief Financial Officer
[End of Form of Bond]
Section 4. (a) The Bonds shall be sold on January 17, 2019, or such other date
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. The Full Notice of Sale shall be posted on PARITY.
NO. 18 -252
II PAGE (i
(b) Pursuant to N.J.S.A. 40A:2 -34, the Borough hereby designates the Chiei
Financial Officer to sell and to award the Bonds in accordance with the Full Notice of Sale with
such changes as to date or the terms as deemed advisable or necessary by Phoenix Advisors,
LLC, the Borough's Municipal Advisor and McManimon, Scotland & Baumann, LLC, the
Borough's Bond Counsel to effectively access the market for the sale of the Bonds, and such
Chief Financial Officer shall report in writing the results of the sale to this Borough Council as
required by law. The Chief Financial Officer is hereby authorized and directed, consistent with
the terms of the Full Notice of Sale, to retain the good faith deposit of the successful
bidder and to immediately return such good faith deposits, whether by wire or check, to the
unsuccessful bidders.
Section 5. The Full Notice of Sale shall be substantially in the form attached hereto
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 Securities Depository
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 Securities Depository
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 Securities Depository
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 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 City of New York, New York, such publications to be not less than seven days prior to the
date of sale.
NO. 18-
PAGE 7
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
arrange for the printing of the Bonds and is authorized to arrange for the printing of the Offici
Statement to be prepared by McManimon, Scotland & Baumann, LLC, Phoenix Advisors, LL
and Borough officials. The Mayor and the Chief Financial Officer are authorized to execute ar
certificates necessary in connection with the distribution of the Official Statement. Such Official
Statement may be distributed in preliminary form and deemed final for purposes of Rule 15c2-
12 of the Securities and Exchange Commission on behalf of the Borough by the Chief Financial
Officer or by the Mayor. Final Official Statements shall be delivered to the purchaser of the
Bonds within the earlier of seven business days following the sale of the Bonds or to
accompany the purchaser's confirmations that request payment for the Bonds.
Section 8. The Borough hereby covenants that it will comply with any
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 the
Securities Depository, as may be necessary in order to provide that the Bonds will be eligible for
deposit with the Securities Depository and to satisfy any obligation undertaken in connection
therewith.
(b) In the event that the Securities Depository 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 in excess thereof. The beneficial owner under the book -entry system, upon
registration of the Bonds held in the beneficial owner's 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
NO. 18-252
II PAGE 8
provided that the Bonds are not exempt from the Rule and provided that the Bonds are
not exempt 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
year ending December 31 of the year in which the Bonds are issued, to the Municipal Securities
Rulemaking Board through the Electronic Municipal Market Access Data Port (the "MSRB "),
annual financial information with respect to the Borough consisting of the audited financial
statements (or unaudited financial statements if audited financial statements are not then
available, which audited financial statements will be delivered when and if available) of the
Borough and certain 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 notice of any of the following events with respect to the Bonds:
(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 Bonds, or other material events affecting
the tax status of the Bonds;
(7) Modifications to rights of Bondholders, if material;
(8) Bond calls, if material, and tender offers;
(9) Defeasances;
(10) Release, substitution, or sale of property securing repayment of the
Bonds, if material;
(11) Rating changes;
(12) Bankruptcy, insolvency, receivership or similar event of the Bonds;
(13) The consummation of a merger, consolidation, or acquisition involving the
County or the sale of all or substantially all of the assets of the County,
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
NO. 18-252
PAG -- 9
agreement relating to any such actions, other than pursuant to its terms, if
material; and
(14) Appointment of a successor or additional trustee or the change of name
of a trustee, if material.
(c) In a timely manner to the MSRB 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 Chief Financial 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 Rule.
(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
Rule requirements or the written contracts or undertakings therefor.
Section 11. This resolution shall take effect immediately.
Adopted this 27 day of December, 2018 and
Certified as a true copy of the
Original on December 28, 2018
KATHLEEN M. BARNEY, MMC
Municipal Clerk
RECORD OF COUNCIL VOTE
COUNCILMAN
YES
NO
NV
A.B.
COUNCILMAN
YES
NO
NV
A.B.
Ba
X
nic
X
Drat
X
KIM
X
DEIINM
X
NA=
X
X - Indicate Vote AB - Absent NV - Not Voting
XOR - Indicates Vote to Overrule Veto
Adopted at a meeting of the Municipal Council
AZI� etitzr 27, 2018
ri For