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HomeMy Public PortalAboutr 03:246No. 03-246 Date of Adoptio~ 2003 RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF NOT TO EXCEED $2,800,000 GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2003 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 (not less than two-thirds of all members thereof affirmatively concurring) AS FOLLOWS: Section 1. Not to Exceed $2.800,000 General Improvement Refunding Bonds, Series 2003 of the Borough of Carteret, New Jersey, referred to and described in the bond ordinance finally adopted by the Borough Council on August 14, 2003 and entitled, "Refunding Bond Ordinance of the Borough of Carteret, in the County of the Middlesex, New Jersey Providing lbr the Refunding of Certain General Obligation Refunding Bonds Appropriating $2,800,000 Therefor and Authorizing the Issuance of $2,800,000 Refunding Bonds of the Borough for Financing thc Cost Thereof," (the "Refunding Bond Ordinance') shall be issucd as General hnprovcmcnt Refunding Boi×ts, Series 2003 (the "Bonds"). The Bonds shall mature in accordance with the Notice of Sale authorized herein (the "Notice of Sale"). The Bonds shall be twelve in number, with one certificate being issued for each year of maturity, and shall be numbered R-1 to R-l 2, 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 York, New York, which will act as securities depository (thc "Securities Depository"). The certificates 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 a minimum purchase of $5,000 required) through book-entries made on the books ~md the records of The Depository Trust Company and its participants. NO. 03-246 PAGE. 2 of 10 The principal amount of Bonds may be increased or decreascd to accommoda[c and comply with the provisious of the lntemal Revenue Code relamd to tax-exempt refunding issues as defined therein, but in no even greater than the aggrcga'tc $2,800,000 Bonds authorized by the Refunding Bond Ordinance. The principal maturities may also be increased or decreased in accordance with the provisions of the Notice of Sale authorized herein. The Bonds will bear interest payable semiannually on the first day of June and December in each year until maturity, commencing on December 1, 2003, at a rate or rates per annum, expressed in a multiple of 1/$ or 1/20 of 1% as proposed by the successful bidderin accordance with the Notice of Sale. The principal of and lhe 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 May 15 and November 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 (or facsimile thereof) affixed, ~rinted, 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: September 15, 2003, Interest Payment Dates: Each June 1 and December 1 until maturity, commencing on December 1, 2003. Section 3. Thc 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 thc requirements of Thc Depository Trust Company and the approval of thc Borough's Bond Counsel, McManimon & Scotland, L.L.C.: NO. 03-2~b REGISTERED REGISTERED NUMBER R- $ UNITED STATES OF AMERICA STATE OF NEW JERSEY COUNTY OF MIDDLESEX BOROUGH OF CARTERET GENERAL IMPROVEMENT REFUNDING BOND, SERIES 2003 MATURITY RATE OF INTEREST DATED DATE: DATE: PER ANNUM: CUSIP: 9/15/03 12/1/ % BOROUGH OF CARTERET, in the County of Middlesex, New Jersey 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 Securities Depository, on the Maturity Date specified above, the principal sum of DOLLARS ($ ), and to pay interest on such sum from the Dated Date of this bond until it matures at the Rate of Interest Per Annum specified above semiannually on the first days of June and Dccember in each year until maturity, commencing on December 1, 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 on the records of The Depository Trust Company as of thc May 15 and November 15 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 to 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 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 recon:ling 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 shall not be subj eot to redemption prior to their stated maturities. This bond is one of an authorized issue of bonds issued pursuant to the Local Bond Law of the State of New Jersey, a bond ordinance of the Borough of Carteret adopted August 14, 2003 and entitled, "Refunding Bond Ordinance of the Borough of Carteret, in the County of the Middlesex, New Jersey Providing for the Refunding of Certain General Obligation Refunding Bonds Appropriating $2,800,000 Therefor and Authorizing the Issuance of $2,800.000 Refunding Bonds of the Borough for Financing tiao Cost Thereof," m all respects duly approvcd and published as required by law (the "Authorization Proceedings"). The full faith and credit of the Borough of Carteret are hereby irrevocably pledged for thc punctual payment of the principal of and the interest on this bond according to its terms. NO..~I_/~__ PAGE 4 of 10 It is hereby certified and recited that all conditions, acts and tilings 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 perforated 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 OF CARTERET By (Facsimile) Mayor ATTEST: By By (Facsimile) Clerk Chief Financial Officer Section 4. The Bonds shall be sold upon scaled proposals on or about September 17, 2003 at 11:00 a.m. at 61 Cooke Avenue, Cartcrct, 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 Summary Notice of' Sale shall be published in the Bond Buyer, a financial newspaper published and circulating in thc City of New York, New York. 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: i~o. 03-246 P^GE5 of 1.0 BOROUGH OF CARTERET COUNTY OF MIDDLESEX, NEW JERSEY NOTICE OF $2,605,000* GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2003 BOOK-ENTRY ONLY BONDS BANK-QUALIFIED NON-CALLABLE SEALED PROPOSALS will be received by the Chief Financial Officer of the Borough of Carteret, in the County of Middlesex, New Jersey at the Borough Hall in the Council Chambers, 61 Cooke Avenue, Carteret, New Jersey 07008 on September 17, 2003 until I 1:00 a.m., at which time they will be publicly opened and announced for the purchase of the following Bonds of the Borough dated September 15, 2003 and due (without option of prior redemption) on December 1 as follows: Year Principal Amount* Year Principal Amount* 2004 $210,000 2010 $215,000 2005 210,000 2011 215,000 2006 215,000 20 ! 2 220,000 2007 2l 5,000 2013 225,000 2008 215,000 2014 225,000 2009 215,000 2015 225,000 All bidders for the Bonds must be participants of The Depository Trust Company, New York, New York or affiliated with its participants. The Bonds xvill be issued in the form of one certificate for the aggregate principal amount of the Bonds maturing in each year and w/Il 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 September I5, 2003 and will bear interest at the rate or rates per annum specified by the successful bidder therefor in accordance herewith, payable semiannually on the first days of June and December in each year until maturity, commencing on December 1,2003, by payment of money to The Depository Trust Company or its authorized nominee. Interest shall be calculated on a 30 day month/360 day year basis. 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 *Preliminary, subject to change 15 and November 15, respectively (the "Record Dates"). The Bonds are not subject to redemption prior to their stated ~naturities. The Borough may, in its sole discretion, after the receipt and openingofthe bids, adjust the initial principal amounts of the Bonds, as advertised herein, provided that any change in thc aggregate final principal amount of the Bonds does not exceed ten percent (10%) of the aggregate initial principal amount. The successful bidder may not withdraw its bid or change the interest rates bid or the initial re-offering prices as a result of any changes made to thc initial principal amounts within the ten percent (10%) limit. The dollar amount bid by the successful bidder will be adjusted to reflect any adjustments in the aggregate initial principal amount of the Bonds. Such adjusted bid price will reflect changes in the dollar amount of the underwriter's discount and the original issue discount/premium, if any, but will not change the selling compensation per $1,000 of par amount of the Bonds. The interest rates and initial public offering prices specified by the successful bidder for each maturity will not change. The Borough shall notify the successful bidder of the final principal amounts and the resulting adjusted purchase price no later than 5:00 p.m., New Jersey time on the date of the sale. NO. 03-246 PAGE 6 of 10 Each proposal submittedmust 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 cantum. 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 amonnt of Bonds the bidderwill accept which shall be all of the Bonds or m~y lesser amount that is a multiple of $1,000, with the Bonds accepted being the first to mature, and the purchase price specified in the proposal must be not less than the par amount of the Bonds set forth in the final maturity schedule. 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 intmest 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 ~y bid not complying with the terms of this notice will be rejected. The Borough will not consider proposals for the Bonds received by telecopy or after 11:00 axn., New Jersey time on the date established for the sale of the Bonds. Each bidder is required to deposit a certified, treasurer's or cashier's check payable to the order of the BOROUGH OF CARTERET for $52,100 drawn upon a bank or trust company, and ,uch check must be enclosed with the proposal. When the successful bidder has been ascertained, all such deposits will be promptly returned to thc persons making them, except the check of thc 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 thc 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 October 1,2003 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. Each proposal must be enclosed in a sealed envelope and should be marked on thc outside "Proposal for Bonds." If mailed, proposals should be addressed to or in care of the undersigned at 61 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 ofMcManimon & 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 finn 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. No. 03-246 PAGE ? of 10 The successful bidder will be requ/red 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 thc 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 J. DeBlasio, Chief Financial Officer SUMMARY NOTICE OF SALE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY $2,605,000' GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2003 BOOK ENTRY ONLY BONDS BANK QUALIFIED NON-CALLABLE SEALED PROPOSALS will be received by thc Chief Financial Officer of the Borough of Carteret at 61 Cooke Avenue, Carteret, N.J. on September l 7, 2003 until 11:00 a.m. for the purchase of the above Bonds of the Borough dated September 15, 2003 and due (without option of prior redemption) on December 1 as follows: Year Principal Amount.* Year Principal Amount* 2004 $210,000 2010 $215,000 2005 210,000 2011 215,000 2006 215,000 2012 220,000 2007 215,000 2013 225,000 2008 215,000 2014 225,000 2009 215,000 20l 5 225,000 The Bonds will be issued in book-entry form only, in the form of one certificate for thc aggregate principal amount of the Bonds maturing in each year. The Bonds are not subject to redemption prior to their stated maturities. 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 June 1 and December 1 in each year until maturity, commencing on December 1, 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 J. DeBlasio, the Chief Financial Officer at 61 Cooke Avenue, Carteret, N.J. 07008, (732) 541-3820. *Preliminary, subject to change. NO. 03-246 PAGK 8 o£ 10 Section 6. The Borough appoints Hodulik & Morrison, P.A. as its auditor and Public Financial Management, Inc. as its financial advisor. Section 7. The Bonds shall have printed thereon a copy of thc 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 8. The law firm ofMcManimon & 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 9. 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 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 Trost 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. 03-246 PAGE 9 of 10 Section ll. In the event that The Depository Trust Company may detenninc 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 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 12. 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 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 July 1 of each year, beginning July 1, 2003, to tach 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 attdited £mancial statements will be delivered when and if available) of the Borough and certain financial information and operating data consisting of (i) Borough and overlapping indebtedness inclnding a schedule of outstanding debt issued by the Borough, (ii) the Borough's most current adopted 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 enhance~nents reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adversetax 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; No 03-246 PAGEiO of 10 (C) ii1 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 I3. If all or any part of thc 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 efl'ect required the provision of such information, shall no longer be required to be provided. Section 14. The Chief Financial Officer shall determine, in consultation withBond Counsel, tile application of the Rule or the exemption from the Rule for each issue of obligations of the Borough prior to thei~ 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 or the written contracts or undertakings specified in this resolution, the Borough shall not be liable for monetary damagcs, remedy being hereby specifically limited to specific performance of the Rule requiremenls or the written contracts or undertakings therefor. Section 16. This resolution shall take effect immediately. Adopted this 14th day of August, 2003 and certified as a true copy of the original on August 15, 2003. KATHLEEN M. BARNEY, RMC/CMC Municipal Clerk RECORD OF COUNCIL VOTE COUNCILMAN YES NO NV A.B. [I COUNCILMAN YES NO NV A.B. KRUH X RTOS X NAPLES X S ITARZ X -- PARIS I X SOSNOWSKI X I X - Indicalc Vote AB - Absent NV - N.I Voting ;<OR - Indicates Vote to Overrulc Veto Adopted ar a meeting of the Municipal Council /~..;9 August 14, 2003