The URL can be used to link to this page

Home My Public Portal Aboutr 22-060e oXuttuz� of tht 190xough of Turb Et, N. 51 #22-60 Date of AdoptioaFebruary 24, 2022 RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF NOT EXCEEDING $5,800,000 BONDS OF THE BOROUGH OF CARTE, RET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY, AND PROVIDING FOR THEIR SALE TO THE NEW JERSEY INFRASTRUCTURE BANK AND THE STATE OF NEW JERSEY AND FURTHER AUTHORIZING THE EXECUTION OF VARIOUS AGREEMENTS, ALL PURSUANT TO AND AS REQUIRED BY THE NEW JERSEY WATER BANK WHEREAS, the Borough of Carteret, in the County of Middlesex, New Jersey (the "Local Unit "), has determined, that there exists a need within the Local Unit to acquire, construct, renovate or install a project consisting of the improvements to the Local Unit's Roosevelt Avenue Pump Station and Bergen Street Pump Station, including the acquisition and installation of equipment and materials and work necessary therefor or related thereto (the "Project ") as defined in each of that certain Loan Agreement (the "I- Bank Loan Agreement ") to be entered into by and between the Local Unit and the New Jersey Infrastructure Batik (the "I- Bank ") and that certain Loan Agreement (the "Fund Loan Agreement ", and together with the I -Bards Loan Agreement, the "Loan Agreements ") to be entered into by and between the Local Unit and the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection (the "State "), all pursuant to the State Fiscal Year 2022 New Jersey Water Bank (the "Program "); WHEREAS, the Local Unit has determined to finance the acquisition, construction, renovation or installation of the Project with the proceeds of a loan to be made by each of the I -Bank (tire "I -Bank Loan") and the State (the "Fund Loan ", and together with the I- Bank Loan, the "Loans ") pursuant to the I -Bank Loan Agreement and the Fund Loan Agreement, respectively; WHEREAS, to evidence the Loans, each of the I -Bank and the State require the Local Unit to authorize, execute, attest and deliver the Local Unit's Bonds, Series 2022, to the I- Bank (the "I -Bank Loan Bond ") and Bonds, Series 2022, to the State (the "Fund Loan Bond ", and together with the I -Bank Loan Bond, the "Local Unit Bonds "), said Local Unit Bonds to be issued in an aggregate principal amount not to exceed $5,800,000, 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 Agreements; WHEREAS, N.J.S.A. 40A:2- 27(a)(2) of the Local Bond Law allows for the sale of the I- Bank Loan Bond and the Fund Loan Bond to the I -Bank and the State, respectively, without any public offering, and N.J.S.A. 58:IIB -9(a) allows for the sale of the I -Bank Loan Bond to the I -Bank without any public offering, all under the terms and conditions set forth herein; WHEREAS, the I -Bank and the State have expressed their desire to close in escrow the making of the Loans, the issuance of the Local Unit Bonds and the execution and delivery of the Loan Agreements, all pursuant to the terms of an Escrow Agreement (the "Escrow Agreement ") to be entered into by and among the I -Bank, the State, the Local Unit and the escrow agent named therein. NO. #22 -60 PAGE 2 NOW, THEREFORE, BE IT RESOLVED by a 2/3 vote of the full membership of the governing body of the Local Unit as follows: Section 1. The I -Sauk 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 Local Unit by either the Mayor or the Chief Financial Officer in substantially the forms on file with the Local Unit 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 Local Unit (collectively, the "Local Unit Consultants ") and after further consultation with the I -Bank, the State and their representatives, agents, counsel and advisors (collectively, the "Program Consultants ", and together with the Local Unit Consultants, the "Consultants "), shall determine, such determination lobe conclusively evidenced by the execution of such Financing Documents by an Authorized Officer as determined hereunder. The Local Unit Clerk is hereby authorized to attest to the execution of the Financing Docunenls by an Authorized Officer of the Local Unit as determined hereunder and to affix the corporate seal of the Local Unit to such Financing Documents. Section 2. The Authorized Officers of the Local Unit are hereby further severally authorized to (i) execute and deliver, and the Local Unit Clerk is hereby further authorized to attest to such execution and to affix the corporate seal of the Local Unit to, any document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Officers or the Local Unit 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 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 3. In accordance with N.J.S.A. 40A:2- 27(a)(2) of the Local Bond Law and N.J.S.A. 58:1IB -9(a), the Local Unit hereby sells and awards its I -Bank Loan Bond to the I -Bank and its Fund Loan Bond to the State, in a total aggregate principal amount not to exceed $5,800,000, all in accordance with the provisions hereof. The Local Unit Bonds have been referred to and are described in bond ordinance #19 -7, which bond ordinance is entitled "Ordinance Providing for Various Sewer Improvements in and by the Borough of Carteret, in the County of Middlesex, New Jersey, Appropriating $4,800,000 Therefor and Authorizing the Issuance of $4,800,000 Bonds or Notes of the Borough to Finance Part of the Cost Thereof' as supplemented by bond ordinance #22 -4, which bond ordinance was entitled "Ordinance Providing a Supplemental Appropriation of $1,000,000 for Various Sewer Improvements in and by the Borough of Carteret, in the County of Middlesex, New Jersey, and Authorizing the Issuance of $1,000,000 Bonds or Notes of the Borough to Finance Part of the Cost Thereof'. The aforementioned ordinances were finally adopted by the Local Unit at a meetings duly called and held on May 2, 2019 and February 24, 2022, respectively, at which times a quorum was present and acted throughout, all pursuant to the terms of the Local Bond Law and other applicable law. Section 4. The Chief Financial Officer of the Local Unit (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 I -Bank and the State under the Loan Agreements and the terms and conditions hereof, the following items with respect to the I -Bank Loan Bond and the Fund Loan Bond: NO. #22 -60 PAGE 3 The aggregate principal amounts of the I -Bank Loan Bond and the Fund Loan Bond to be issued; (b) The maturity and annual principal installments of the Local Unit Bonds, which maturity shall not exceed 30 years; (c) The date of the Local Unit Bonds; (d) The interest rates of the Local Unit Bonds; (e) The purchase price for the Local Unit Bonds; and (f) The terms and conditions under which the Local Unit Bonds shall be subject to redemption prior to their stated maturities. Section 5. Any determination made by the Chief Financial Officer pursuant to the terms hereof shall be conclusively evidenced by the execution and attestation of the Local Unit Bonds by the parties authorized under Section 6(c) hereof. Section 6. The Local Unit hereby determines that certain terms of the Local Unit Bonds shall be as follows: (a) The I -Bank 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 Local Unit 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 Local Unit 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 Local Unit Clerk. Section 7. The I -Bank Loan Bond and the Fund Loan Bond shall be substantially in the form set forth in the I -Bank Loan Agreement and the Fund Loan Agreement, respectively. Section 8. The law firm of McManimon, Scotland & Baumann, LLC is hereby authorized to arrange for the printing of the Local Unit Bonds, which law firm may authorize McCarter & English, LLP, bond counsel to the I -Bank and the State for the Program, to arrange for same. The Local Unit auditor is hereby authorized to prepare the financial information necessary in connection with the issuance of the Local Unit Bonds. The Mayor, the Chief Financial Officer and the Local Unit Clerk are hereby authorized to execute any certificates necessary or desirable in connection with the financial and other information. Section 9. 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 Local Unit Bonds, and are further authorized to deliver same to the I- Bank and the State upon delivery of the Local Unit Bonds and the receipt of payment therefor in accordance with the Loan Agreements. Section 10. This resolution shall take effect immediately. NO. #22 -60 PAGE 4 Section 11. Upon the adoption hereof, the Local Unit Clerk shall forward certified copies of this resolution to McMauimon, Scotland & Baumann, LLC, bond counsel to the Local Unit, and Richard T. Nolan, Fsq., McCarter & English, LLP, bond counsel to the I -Bank. Adopted this 24" day of February, 2022 and certified as a true copy of the original on February 25, 2022. CARMBLA POGORZELSKI, RMC Municipal Clerk RECORD OF COUNCIL VOTE COUNCILMAN YES NO NV A.B. COUNCILMAN YES NO NY A.D. BELLINO X JOHAL X DIAZ X DIMASCIO X__ NAPLES X X - Indicate Vote AD - Absent NV - Not Voting XOR- Indicates Vote to Overrule Veto Adopted at a meeting of the Municipal Council f� February 24,� 2022 t