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HomeMy Public PortalAboutr 02:191No. 02-191 Date of Adoptio~002 RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF NOT TO EXCEED $3,500,000 GENERAL OBLIGATION SEWER REFUNDING BONDS, SERIES 2002 OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY AND PROVIDING FOR THE SALE AND THE DELIVERY OF SUCH BONDS. BE iT RESOLVED BY THE BOROUGH COUNCIL OF THE BOROUGH OF CARTERET, 1N THE COUNTY OF MIDDLESEX, NEW JERSEY (not less than two-thirds of all members thereof affirmatively concurring) AS FOLLOWS: Section 1. Not to exceed $3,500,000 General Obligation Sewer Refunding Bonds, Series 2002 of the Borough of Carteret, in the County of Middlesex, New Jersey described in a bond ordinance of the Borough finally adopted on March 7, 2002 and entitled, "Refunding Bond Ordinance of the Borough of Carteret, in the County of Middlesex, New Jersey, Providing for the Current Refunding of Certain General Obligation Sewer Refunding Bonds, Appropriating $3,500,000 Therefor and Authorizing the Issuance of $3,500,000 Refunding Bonds of the Borough for Financing the Cost Thereof," shall be issued as "General Obligation Sewer Refunding Bonds, Series 2002" (the "Bonds"). Section 2. The Bonds are hereby authorized to be sold to Ryan Beck and Company (the "Underwriter") at a purchase price to be negotiated by the Chief Financial Officer (which shall be a sum equal to the par amount of Bonds t'o be 02-191 PAGE 2 NO. delivered less an Underwriter's discount in an amount not exceeding $5 per $1,000 of Bonds sold and any original issue discount or premium), plus accrued interest in the Bonds from their dated date to, but not including, the date of delivery thereof. The Mayor and/or the Chief Financial Officer are hereby authorized to enter into a purchase contract (the "Purchase Contract") on behalf of the Borough with the Under~vriter in the form satisfactory to bond counsel and upon terms satisfactory to the Chief Financial Officer and Hodulik & Morrison, P.A., the Borough auditor, for the sale of the Bonds to the Underwriter in accordance with the provisions of this resolution, provided that the sale of the Bonds results in a net present value savings to the Borough of at least 3% of the aggregate par amount of the Refunded Bonds (hereinafter defined) and otherwise in accordance with the terms provided in the approval of the Local Finance Board granted March 13, 2002. The signature of the Mayor and/or the Chief Financial Officer on the Purchase Contract shall be conclusively presumed to evidence any necessary approvals. Section 3. (a) The Bonds shall be issued in the par amounts determined by the Chief Financial Officer to be necessary to pay costs of issuance and to provide an escrow fund that, when invested, will be sufficient to provide for the timely payment of the redemption price of and interest on the outstanding General Obligation Sewer Refunding Bonds, dated December 15, 1992 (the "Refunded Bonds"). (b) The Bonds shall be dated June 1, 2002 or such other later date and shall bear interest at the rates per annum as the Chief Financial Officer shall determine. NO. 02-191 PAGE 3 (c) The Bonds shall be numbered and have such prefix or prefixes as determined necessary by the Chief Financial Officer and be sold and issued with such serial maturities or with such term bond maturities payable from mandatory sinking fund payments made by the Borough as determined in the Purchase Contract. (d) The Bonds shall mature on Scptember 1 in each of the years 2002 to 2012, inclusive, in the principal amounts as may be determined by the Chief Financial Officer and shall bear interest on each March I and September 1 until maturity or prior redemption, if applicable, as may be determined by the Chief Financial Officer. (e) The Bonds will not be subject to redemption prior to their stated maturities. (f) 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 Depository Trust Company. The Depository Trust Company ~vill 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 13030-003 2160951 02-191 PAGE_ 4 NO. 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 thereof through book-entries made on the books and the records of The Depository Trust Company and its participants except that an amount maturing in any one year in excess of the largest principal amount thereof equaling a multiple of $5,000 will be in the denominations of $1,000 or any integral multiple thereof. (g) 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 Depository Trust Company as listed on the records of The Depository Trust Company as of each next preceding February 15 and August 15 (the "Record Dates" for the Bonds). The Bonds shall be executed by the manual or facsimile signatures of the Mayor and the Chief Financial Officer under the official seal of the Borough (or facsimile thereof) affixed, printed, engraved or reproduced thereon and attested by the manual signature of the Borough Clerk. Section 4. The Bonds shall be substantially in the following forms with such additions, deletions and omissions as may be necessary for the Borough to market the Bonds: 13030-003 2160951 5 02-191 PAGE NO. REGISTERED REGISTERED No. $ UNITED STATES OF AMERICA STATE OF NEW JERSEY COUNTY OF MIDDLESEX BOROUGH OF CARTERET GENERAL OBLIGATION SEWER REFUNDING BOND, SERIES 2002 DATE OF ORIGINAL MATURITY RATE OF INTEREST ISSUE: DATE: PER ANNUM: CUSIP: / / 09/01/ % BOROUGH OF CARTERET, a municipal corporation of the State of New Jersey, situate in the County of Middlesex, hereby acknowledges itself indebted and for value received promises to pay to Cede & Co, as nominee of The Depository Trust Company which will act as Security Depository on the Maturity Date specified above, upon presentation and surrender of this bond, the principal sum of DOLLARS, and to pay interest on such sum from the Date of Original Issue stated above until it matures at the Rate of Interest Per Annum specified above payable by check or draft mailed or delivered semiannually on the 1 st day of March and September in each year until maturity, commencing September 1, 2002. Principal of and interest on this bond will be paid to the Security Depository by the Borough and ~vill be credited to the participants of the Depository Trust Company as listed on the records of the Depository Trust Company as of February 15th and August 15th next preceding the date of such payments (the "Record Date") the principal of and the interest on this bond are payable in lawful money of the United States of America. As long as The Depository Trust Company is the depository for the Bonds as provided herein, the procedures of the Depository Trust Company will determine the method of selection for redemption within a maturity. Otherwise, it will be by lot or by a similar method. This bond is not transferrable as to principal or interest. The participants are responsible for maintaining the records regarding the beneficial ownership interest in the bonds on behalf of the individual purchasers except to an authorized nominee of The Depository Trust Company. The Depository Trust Company shall be 13030 003 2160t~5 1 NO. 02-191 PAGE 6 responsible for maintaining the book-entry system for recording the interests of it's participants or the transfers of the interests among its participants. The bonds of this issue are not subject to redemption prior to their stated maturities. This bond is one of an authorized issue of bonds and is issued pursuant to the Local Bond Law of the State of New Jersey, bond ordinance of the Borough of Carteret finally adopted March 7, 2002 and entitled, "Refunding Bond Ordinance of the Borough of Carteret, in the County of Middlesex, New Jersey, providing for the Current Refunding of Certain General Obligation Sewer Refunding Bonds, Appropriating $3,500,000 Therefor and Authorizing the Issuance of $3,500,000 Refunding Bonds of the Borough for Financing Part of the Cost Thereof," and a resolution of the Borough adopted April 18, 2001. The full faith and credit of the Borough of Carteret 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, itscorporate seal to be 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. 13030 003 2160951 PAGE__7 NO. O2-191 BOROUGH OF CARTERET By: _ (Facsimile) Mayor ATTEST: By: By: (Facsimile) Clerk Chief Financial Officer Section 5. The law firm of McManimon & Scotland, L.L.C. is authorized to arrange for the printing of the Bonds. The proper officials of the Borough are hereby authorized and directed to execute the Bonds and to deliver them to the purchaser upon receipt of payment therefor. 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, L.L.C., complete except for omission of its date. The Clerk is hereby authorized and directed to certify the truth and the correctness of the copy of such opinion by executing on each of the Bonds by facsimile signature a certificate in form satisfactory to that law firm and to file a signed duplicate of such written opinion in the Clerk's office. Alternatively, each Bond may be accompanied by the signed legal opinion or copy thereof. Section 7. This Bond is being issued to refund the Refunded Bonds. The Chief Financial Officer shall take all steps necessary to call the Refunded Bonds on 13030 003 216095 1 8 NO. 02-191 PAGE. the first available call date at the applicable redemption price, deposit of the proceeds of the Bonds with a bank for the purpose of defeasing the Refunded Bonds, invest the bond proceeds for this purpose and assist with the redemption of the Refunded Bonds. Section 8. The Borough hereby covenants that it will comply with any conditions subsequent imposed by the Internal Revenue Code of 1986 (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, and that it will refrain from taking any action that would adversely affect the tax exemption of the Bonds under the Code. Section 9. The Borough hereby approves the preparation and the distribution of the Preliminary Official Statement on behalf of the Borough in the form approved or to be approved by the Chief Financial Officer. 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 Mayor or the Chief Financial Officer. The Preliminary Official Statement shall be prepared in final form in connection with the issuance of the Bonds and the Mayor and/or the Chief Financial Officer of the Borough are authorized to execute any certificates necessary in connection with the distribution of the Official Statement. Final Official Statements shall be delivered to the Underwriter of the Bonds within the 13030 003 2160951 NO. 02-191 PAGE. 9 earlier of seven business days following the sale of the Bonds or to accompany the Underwriter's confirmations that request payment for thc Bonds. Section 10. The Chief Financial Officer is hereby authorized to make representations and warranties, to enter into agreements and to make all arrangements with The Depository Trust Company, New York, New York, as may be necessary in order to provide that the Bonds will be eligible for deposit with The Depository Trust Company and to satisfy any obligation undertaken in connection therewith. Section 11. In the event that The Depository Trust Company may determine to discontinue providing its service xvith 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 (the "Registered Bonds") in denominations of $5,000, or any integral multiple thereof, except that an amount maturing in any one year in excess of the largest principal amount thereof equaling a multiple of $5,000 will be in denominations of $1,000, or any integral multiple 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 such Registered Bonds. The Borough shall be obligated to provide for the execution and delivery of the Registered Bonds in certificate form. 13030 003 2160951 NO, 02-191 PAGE 10 Section 12. Solely for purposes of complying xvith Rule 15c2-12 of the Securities and Exchange Commission, as amended and interpreted from time to time (the "Rule"), and 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 thereofi (a) on or prior to December 31 of each fiscal year, commencing December 31, 2002, to each nationally recognized municipal securities information repository ("National Repository") and to the appropriate State information depository ("State Repository"), if any, 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 ~vill be delivered ~vhen and if available) of the Borough and certain financial information and operating data consisting of (1) Borough and overlapping indebtedness including a schedule of outstanding debt issued by the Borough; (2) the Borough's most current adopted budget; (3) property valuation information for property located within the Borough; and (4) tax rate, levy and collection data. The audited financial statements will be prepared in accordance with modified cash accounting principles as mandated by State of New Jersey statutory principles in effect from time to time or with generally accepted accounting 13030 003 2160951 02-191 11 NO. PAGE principles, as modified by governmental accounting standards as may be required by New Jersey law; (b) in a timely manner to each National Repository or to the Municipal Securities Rulemaking Board, and to the State Repository, if any, notice of the following events with respect to the Bonds, if material (herein "Material Events"): (1) Principal and interest payment delinquencies on the Bonds; (2) Non-payment related defaults; (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 or events affecting the tax-exempt status of the security; (7) Modifications to rights of security holders; (8) Bond calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the securities; and (11) Rating changes; and (c) in a timely mariner to each National Repository or to the Municipal Securities Rulemaking Board, and to the State Repository if any, notice of failure of the Borough to provide required annual financial information on or before the date specified above. Section 13. 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 13030003 2160951 NO. 02-191 PAGE 12 the provisions of the Rule no longer in effect required the provision of such information, shall no longer be required to be provided. Section I4. The Chief Financial Officer shall determine, in consultation xvith 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 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. Section 15. In the event that the Borough fails to comply with the Rule requirements or the written contracts or undertakings specified in this resolution, the Borough shall not be liable for monetary damages, remedy being hereby specifically limited to specific performance of the Rule requirements or the written contracts or undertakings therefor. Section 16. The Mayor, the Chief Financial Officer, the Clerk and other appropriate representatives of the Borough are hereby authorized to take all steps necessary to provide for the issuance of the Bonds and the refunding of the Refunded Bonds, including preparing and executing such agreements and documents on behalf of the Borough and taking all steps necessary or desirable to implement this 13030-003 216095 1 NO. 02-191 PAGE 13 resolution, such agreements and documents as may be necessary and appropriate and the transactions contemplated thereby. Section 18. The Borough Council hereby retains (a) McManimon & Scotland, L.L.C. to serve as bond counsel for this transaction, and (b) Hodulik & Morrison, P.A. to serve as auditors for this transaction. Section 19. The Chief Financial Officer is hereby authorized and directed to pay all costs of issuance in connection ~vith the sale of the Bonds pursuant to a certificate of the Chief Financial Officer to be executed upon delivery of the Bonds in an aggregate amount not to exceed $120,000, including $4,000 payable to Lerch Vinci and Higgins, the prior auditors of the Borough. Section 20. This resolution shall take effect immediately. Adopted this 18th of April, 2002 and certified as a true copy of the original on April 19th, 2002. KATHLEEN M. BARNEY, RMC/CMC RECORD OF COUNCIL VOTE IR COUNCILMAN YES NO NV A.B. COUNCILMAN YExS NO NV A.B. I P^RISI ! SANI0.R0 xx REI AN SO"AYDA R OS SOSNOWSK! X - Indicate Vote AB - Absent NV - Not Voting XOR - Indicates Vo:e to Overrule Veto Adopmd at a meeting of the M[micipal Council 13030003 2160951 April 18, 2002