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HomeMy Public PortalAboutr 02:355 October 17, 2002 No. 02-355 DateofAd~tion RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF $6,007,000 GENERAL IMPROVEMENT BONDS OF THE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY AIgI) 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. The $6,007,000 General Improvement Bonds of the Borough of Carteret, New Jersey, referred to and described in the resolution adopted by the Borough pursuant to the Local Bond Law of the State of New Jersey on October 17, 2002 and entitled, "Resolution Providing for the Combination of Certain Issues of General Improvement Bonds of the Borough of Carteret, in the County of Middlesex,' New Jersey into a Single Issue of Bonds Aggregating $6,007,000 in Principal Amount," shall be issued as General Improvement Bonds (the "Bonds"). The Bonds shall mature in the principal amounts on November 18 as follows: Year Principal Amount Year Principal Amount 2003 $300,000 2011 $400,000 2004 300,000 2012 400,000 2005 300,000 2013 500,000 2006 300,000 2014 500,000 2007 300,000 2015 600,000 2008 300,000 2016 600,000 2009 300,000 2017 557,000 2010 350,000 The Bonds shall be subject to redemption prior to maturity in accordance with the terms of the Notice of Sale authorized herein. The Bonds shall be 15 in number, with one certificate being issued for each year of maturity, and shall be numbered GI-1 to GI-15, inclusive. Section 2. 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 NO. 02-355 PAGE 2 York, New York, which will act as securities depository (the "Securities Depository"). The certificate~ will be on deposit with The Depository Trust Company. The Depository Trust Company 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 any multiple of $1,000 (with minimum purchase of $5,000 required) through book-entries made on the books and the records of The Depository Trust Company and its participants. The Bonds will bear interest payable semiannually on the fifteenth day of May and November in each year until maturity, commencing on May iS, 2003, at a rate or rates per annum, expressed in a multiple of 1/8 or 1/20 of 1% and proposed by the successful bidder in accordance with the Notice of Sale authorized herein. 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 partioipants of The Depository Trust Company as listed on the records of The Depository Trust Company as of each next preceding May 1 and November 1 (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 (or facsimile thereof) affixed, printed, engraved or reproduced thereon and attested by the manual signature of the Borough Clerk. The following matters are hereby determined with respect to the Bonds: Date of Bonds: November 15, 2002, Interest Payment Dates: Each May 15 and November 15 until maturity, commencing on May 15, 2003 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 in accordance with the requirements of The Depository Trust Company: NO. 02-355 PAGE. 3 REGISTERED REGISTERED NUMBER GI- $ UNITED STATES OF AMERICA STATE OF NEW JERSEY COUNTY OF MIDDLESEX BOROUGH OF CARTERET GENEPJtL IMPROVEMENT BOND P~XTE OF MATURITY INTEREST PER DATED DATE: DATE: ANNUM: CUSIP: 11/~5/02 i1/15/ BOROUGH OF CARTERET, in the County ef Middlesex, New Jersey hereby acknowledges itself indebted and for value received promises to pay te CEDE & CO., as nominee ef The Depository Trust Company, which will act as Securities Depository, on the Maturity Date specified above, the principal sum ef DOLLARS ($ ), and te pay interest on such sum from the Dated Date ef this bend until it matures at the Rate ef Interest Per Annum specified above semiannually on the fifteenth days ef May and November in each year until maturity, commencing on May 15, 2003. Interest on this bond will be paid to the Securities Depository by the Borough of Carteret and will be credited to the participants of The Depository Trust Company as listed en the records ef The Depository Trust Company as of the May 1 and November 1 next preceding the date of such payments (the "Record Dates" for such payments). Principal of this bond, upon presentation and surrender to the Borough will be paid te the Securities Depository by the Borough and will be credited to the participants of The Depository Trust Company. This bond is not transferable as to principal er 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 ef 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 November 15, 2012 are not subject to redemption prior to their stated maturities. The bonds of this issue maturing on or after November 15, 2012 are redeemable at the option of the Borough in whole or in part on any date on or after Noven~Per 15, 2011 upon notice as required herein at par plus accrued interest to the date of such redemption (the "Redemption Price"). 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 depository to advise any of its participants or any failure of any participant to notify 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. NO. 02-355 PAGE 4 'bondsIf Notice of Redemption has been given as provided herein, the or the portion thereof called for redemp.=ion shall be due and payable on the date fixed for redemption at the Redemption Price, I together with accrued interest to the date fixed for redemption. Interest shall cease to accrue on the 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. 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 of Carteret adopted October 17, 2002 and entitled, "Resolution Providing for the Combination of Certain Issues of General Improvement B6nds of the Borough of Carteret, in the County of Middlesex, New Jersey into a Single Issue of Bonds Aggregating $6,007,000 in Principal Amount," and the various bond ordinances referred to therein, each in all respects duly approved and published as required by law (the "Authorization Proceedings"). 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, 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 Date of Original Issue as specified above. BOROUGH OF CARTERET By (Facsimile} Mayor ATTEST: By_ By (Facsimile) Clerk Chief Financial Officer NO. 02-355 PAGE 5 Section 4. The Bonds shall be sold upon sealed proposals on November 13, 2002 at 11:00 a.m. at the Municipal Annex, 20 Cooke Avenue, Carteret, New Jersey 07008 in accordance with the Notice of Sale authorized herein. The Borough Clerk is hereby directed to arrange for the publication of the Notice of Sale and the Summary Notice of Sale in the forms provided herein, such publications to be not less than seven days prior to the date of sale. The Notice of Sale shall be published in the Home News Tribune and the Summary Notice of Sale shall be published in the Bond Buyer, a financial newspaper published and circulating in the City of New York, New York. Pursuant to N.J.S.A. 40A:2-34, the Borough Council of the Borough hereby designates the Chief Financial Officer as financial officer to sell and to award the Bonds in accordance with the Notice of Sale authorized herein, and such financial officer shall report in writing the results of the sale to this Borough Council as required by law. Section 5. The Notice of Sale and the Summary Notice of Sale shall be substantially in the following forms with such additions, deletions and omissions as may be necessary for the Borough to market the Bonds in accordance with the requirements of The Depository Trust Company: NO. 02-355 PAGE BOROUGH OF CARTERET COUNTY OF MIDDLESEX, NEW JERSEY NOTICE OF $6,007,000 GENERAL IMPROVEMENT BOND SALE BOOK-ENTRY ONLY BONDS BA/~-K-QUALIFIED CALLABLE SEALED PROP©SALS will be received by the Chief Financial Officer of the Borough of Carteret, in the County of Middlesex, New Jersey, Municipal Annex, 20 Cooke Avenue, Carteret, New Jersey 07008 on Wednesday, November 13, 2002 until 11:00 a.m., at which time they will be publicly opened and announced for the purchase of the following Bonds of the Borough dated November 15, 2002 and due (subject to prior redemption) on November 15 as follows: Year Principal Amount Year Principal Amount 2003 $300 000 2011 $400 000 2004 300 000 2012 400 000 2005 300 000 2013 500 000 2006 300 000 2014 500 000 2007 300 000 2015 600 000 2008 300 000 2016 600 000 2009 300 000 2017 557 000 2010 350 000 Ail bidders for the Bonds must be participants of The Depository Trust Company, New York, New York or affiliated with it~ participants. The Bonds will be issued in the form of one certificate for the aggregate principal amount of the Bonds maturing in each year and will be payable as to both principal and interest 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 Bonds will be dated November 15, 2002 and will bear interest at the rate or rates per annum specified by the successful bidder therefor in accordance herewith, payable semiannually on the fifteenth days of May and November in each year until maturity, commencing on May 15, 2003, by payment of money to The Depository Trust Company or its authorized nominee. The Depository Trust Company will credit payments of principal of and interest on the Bonds to the participants of The Depository Trust Company as listed on the records of The Depository Trust Company as of each next preceding May 1 and November 1 respectively (the "Record Dates"). The Bonds of this issue maturing prior to November 15, 2012 are not subject to redemption prior to their stated maturities. The Bonds of this issue maturing on or after November 15, 2012 are redeemable at the option of the Borough in whole or in part on any date on or after November 15, 2011 upon notice as required herein at par plus interest accrued to the date of such redemption (the "Redemption Price"). 02-355 7 NO. PAGE Notice of Redemption shall be given by mailing by first class mail in a sealed envelope with postage prepaid to the registered owners of such 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 depository to advise any of its participants or any failure of any participant to notify 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 and no further interest shall accrue beyond the redemption date. Each proposal submitted must name the rate or rates of interest per annum to be borne by the Bonds and the rate or rates named must be multiples of one-eighth or one-twentieth of one per centum. Not more than one rate may be named for Bonds of the same maturity. There is no limitation on the number of rates that may be named. If more than one rate of interest is named, no interest rate named for any maturity may be less than the interest rate named for any prior maturity. Each proposal submitted must state the principal amount of Bonds the bidder will accept which shall be all of the Bonds or any lesser amount that is a multiple of $1,000i and the purchase price specified in the proposal must be not less than $6,007,000. The Bonds will be awarded to the bidder on whose bid the total loan may be made at the lowest net interest cost. Such net interest cost shall be computed, as to each bid, by adding to the total principal amount of Bonds bid for the total interest cost to maturity in accordance with such bid and by deduction therefrom of the amount of premium, if any, bid. No proposal shall be considered that offers to pay an amount less than the principal amount of Bonds offered for sale or under which the total loan is made at an interest cost higher than the lowest net interest cost to the Borough under any legally acceptable proposal. The purchaser must also pay an amount equal to the interest on the Bonds accrued to the date of payment of the purchase price. The right is reserved to reject all bids, and any bid not complying with the terms of this notice will be rejected. Each bidder is required to deposit a certified, treasurer's or cashier's check payable to the order of thq BOROUGH OF CARTERET for $300,350 drawn upon a bank or trust company, and such check must be enclosed with the proposal. When the successful bidder has been ascertained, all such deposits will be promptly returned to the persons making them, except the check of the successful bidder, which will be applied in part payment for the Bonds or to secure the Borough from any loss resulting from the failure of the bidder to comply with the terms of its bid. Award.of the Bonds to the successful bidder or rejection of all bids is expected to be made within two hours after opening of the bids, but such successful bidder may not withdraw its proposal until after 3:00 p.m. of the day of such bid-opening and then only if such award has not been made prior to the withdrawal. The Bonds will be delivered on or about November 26, 2002 at the offices of the Borough's Bond Counsel, McManimon & Scotland, L.L.C., Newark, New Jersey or at such other place as may be agreed upon with the successful bidder. PAYMENT FOR THE BONDS AT THE TIME OF ORIGINAL ISSUANCE AND DELIVERY SHALL BE BY WIRE IN IMMEDIATELY AVAILABLE FUNDS. NO. 02-355 PAGE 8 Each proposal must be enclosed in a sealed envelope and should be marked on the outside "Proposal for Bonds." If mailed, proposals should be addressed to or in care of the undersigned at the Borough of Carteret, 20 Cooke Avenue, Carteret, New Jersey 07008. The successful bidder may at its option refuse to accept the Bonds if prior to their delivery any change in the Internal Revenue Code of 1986, as amended (the "Code") shall provide that the interest thereon is taxable or shall be taxable at a future date for federal income tax purposes. In such case the deposit made by the successful bidder shall be returned and it will be relieved of its contractual obligations arising from the acceptance of its proposal. It is anticipated that CUSIP identification numbers will be printed on the Bonds. The CUSIP Service Bureau charge for the assignment of the numbers shall be the responsibility of and shall be paid for by the purchaser. The obligation hereunder to deliver and to accept the Bonds shall be conditioned on the availability and the delivery at the time of delivery of the Bonds of the approving opinion of the law firm of McManimon & Scotland, L.L.C., Newark, New Jersey, which will be furnished without cost to the successful bidder, such opinion to be substantially in the form set forth in the Official Statement distributed in preliminary form in connection with the sale of the Bonds and certificates in form satisfactory to that law firm evidencing the proper execution and delivery of the Bonds, the receipt of payment therefor, the compliance with the requirements of the Code necessary to preserve tax exemption and the absence of litigation pending or (to the knowledge of the signer or signers thereof) threatened affecting the validity of the Bonds. A copy of the approving opinion will appear on the Bonds. The successful bidder will be required to certify the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of the Bonds of each maturity were sold. The Borough has authorized the distribution of a preliminary official statement deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission. Final official statements will 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. The Bonds will be designated as "qualified tax-exempt obligations" for the purposes of Section 265(b) (3) (B) (ii) of the Code. Patrick DeBlasio, Chief Financial Officer NO. 02-355 PAGE. 9 'SUMMARY NOTICE OF SALE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY $6,007,000 GENERAL IMPROVEMENT BONDS BOOK ENTRY ONLY BONDS BANK QUALIFIED CALLABLE SEALED PROPOSALS will be received by the Chief Financial Officer of the Borough at the Borough of Carteret, Municipal Annex, 20 Cooke Avenue, Carteret, N.J. 07008 on Wednesday, November 13, 2002 until 11:00 a.m. for the purchase of the above Bonds of the Borough dated November 15, 2002 and due (subject to prior redemption) on November 15 as follows: Year Principal Amount Year Principal Amount 2003 $300,000 2011 $400,000 2004 300,000 2012 400,000 2005 300,000 2013 500,000 2006 300,000 2014 500,000 2007 300,000 2015 600,000 2008 300,000 2016 600,000 2009 300,000 2017 557,000 2010 350,000 The Bonds will be issued in book-entry form only, in the form of one certificate for the aggregate principal amount of the Bonds maturing in each year. The Bonds are redeemable at the option of the Borough in accordance with the terms set forth in the full Notice of Sale. The Borough will furnish Bonds and the approving legal opinion of McManimon & Scotland, L.L.C., Newark, N.J. The Bonds will bear interest at the rate or rates per annum in multiples of 1/8 or 1/20 of 1% {ascending rates and only one rate per maturity) specified by the successful bidder payable semiannually on May 15 and November 15 in each year until maturity, commencing on May 15, 2003. The Bonds will be awarded to the bidder on whose bid the total loan may be made at the lowest net interest cost in accordance with the terms set forth in the full Notice of Sale. The full Notice of Sale, the Official Statement and bid forms are available by contacting Patrick DeBlasio, the Chief Financial Officer at the above address, (732) 541-3820. 02-355 10 NO. PAGE_ 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. Section 7. The law firm of McManimon & Scotland, L.L.C. is authorized to arrange for the printing of the Bonds and the printing of the Official Statement to be prepared by the Borough auditor. The law firm of McManimon & Scotland, L.L.C. is also authorized to arrange for the distribution of the Preliminary Official Statement on behalf of the Borough to those financial institutions that customarily submit bids for such Bonds. The Borough auditor is authorized to prepare the Official Statement necessary in connection with the issuance of the Bonds. The Mayor and the Chief Financial Officer are authorized to execute any 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 conditions subsequent 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. 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. NO. 02-355 PAGE 11 Section 10. In the event that The Depository Trust Company may determine te discontinue providing its service with respect te the Bonds or is removed by the Borough and if no successor Securities Depository is appointed, the Bends which were previously issued in book-entry form shall be converted to Registered Bends in denominations of $5,000, or a~y integral multiple thereof. The beneficial owner under the book-entry system, upon registration ef the Bonds held in the beneficial owner's name, will become the registered owner ef the Registered Bonds. The Borough shall be obligated te provide for the execution and delivery ef the Registered Bonds in certified form. Section '11. Solely for purposes of complying with Rule 15c2-12 of the Securities and Exchange Commission, as amended and interpreted from time te time (the "Rule"), and provided that the Bonds are not exempt from the Rule and provided that the Bends 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 ef the holders ef the Bonds and the beneficial owners thereof: (a) On er prier te July 1 ef each year, beginning July 1, 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 ~e the Borough consisting ef 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 ef {i) Borough and overlapping indebtedness including a schedule ef outstanding debt issued by the Borough, (ii) the Bereugh's most current adeptedi NO. 02-355 PAGE 12 budget, (iii) property valuation information, and (iv) 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; (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; (c) in a timely manner 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 in this resolution. Section 12. 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 provision of the Rule no longer in effect required the provision of such information, shall no longer be required to be provided. NO. 02-355 PAGE. 13 Section 13. 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 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 14. In the event that the Borough fails to comply with the Rule 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 15. This resolution shall take effect immediately. Adopted on this 17th day October 2002 and certified as a true copy of the original on October 18, 2002. KATHLEEN M. BARNEY RMC/CMC Municipal Clerk RECORD OF COUNCIL VOTE , PARISI ~ SANTORO ~~__ REIMAN SOHAYDA RIOS __ __ SOSNOWSKI Adopted at a meeting of thc Ivlunicipa[ Cou.cil October 17, 2002