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HomeMy Public PortalAboutr 18-252Ytrsolutiou of thr 16orough of 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