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HomeMy Public PortalAboutr 95:322No. 95-322 Date 0f Adoption OCTOBER 23 1995 RESOLUTION DETERMINING THE FOR24 ~ OTHER DETAILS OF $3,606,000 GENEP. AL IMPROVEMENT BONDS OF TEE BOROUGH OF CA~TERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY AND PROVIDING FOR THEIR SALE. BE IT RESOLVED BY THE BOROUGH COUNCIL OF THE BOROUGH OF C~TERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY AS FOLLOWS: Section 1. The $3,606,000 General Improvement Bonds of the Borough of Carteret, New Jersey, referred to and described in the resolution adopted by the Borough Council pursuant to the Local Bond Law of the State of New Jersey on October 19, 1995 and entitled, "Resolution Providing for the Combination of 'Certain the County of Middlesex, New Jersey into a Single Issue of Bonds Aggregating $3,606,000 in Principal Amount," shall be issued as General Improvement Bonds (the "Bonds"). The Bonds shall mature in the principal amounts on December 1 as follows: Year PrinciDal Amount Year Principal Amount 1996 $130,000 2006 $185,000 1997 $130,000 2007 $190,000 1998 $135,000 2008 $195,000 1999 $140,000 2009 $200,000 2000 $150,000 2010 $205,000 2001 $155,000 2011 $210,000 2002 $160,000 2012 $220,000 2003 $165,000 2013 $225,000 2004 $170,000 2014 $230,000 2005 $175,000 2015 $236,000 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 20 in number, with one certificate being issued for each year of maturity, and shall be numbered R-1 to R-20, 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 (the "Securities Depository"). The certificates will be on deposit with The Depository Trust Company. The Depository Trust Company will be NO. 95-322 PAGE 2 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 $1~000 or any multiple thereof (with a minimum purchase of $S,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 on June 1~ 1996 and semiannually thereafter on the first day of June and December in each year until maturity 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 Board of Education 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 precedin9 May 1S 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 Treasurer 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: December 1, 199S, Interest Payment Dates: June 1, 1996 and each June 1 and December 1 thereafter until maturity. Section 3. The Bonds shall be substantially in the following form with such additions~ deletions and omissions as may be necessary for the Board of Education to market the Bonds in accordance with the requirements of The Depository Trust Company: NO. 95-322 PAGE. 3 REGISTERED REGISTERED $ NUMBER R- .- UNITED STATES OF AMERICA STATE OF NEW JERSEY COUNTY OF MIDDLESEX BOROUGH OF CARTERET GENERAL IMPROVEMENT BOND DATE OF RATE OF ORIGINAL MATURITY INTEREST PER ISSUE: DATE: ANNUM: CUSIP: 12/01/95 % 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 Date of Original Issue of this bond until it matures at the Rate of Interest Per k nnum specified above on June 1, 1996 and semiannually thereafter on the first days of June and December in each year until maturity. 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 the 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 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, 2004 are not subject to redemption prior to their stated maturities. The bonds of this issue maturing on or after December 1, 2004 are redeemable at the option of the Borough in whole on any date or in part on any interest payment date on or after December 1, 2003 upon notice as required herein at a redemption price equal to the par amount of the Bonds to be redeemed (the ,'Redemption Price"), plus in each case unpaid accrued interest to the date fixed for redemption. 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. 95-322 PAGE 4 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 bonds after the date fixed for redemption and no further interest shall accrue beyond the redemption date. 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 19, 1995 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 $3,606,000 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 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 Treasurer, corporate 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. BOROUGH OF CARTERET By (Facsimile) Mayor ATTEST: By By {Facsimile) Clerk Treasurer NO. 95-322 PAGE 5 Section 4. The Bonds shall be sold upon sealed proposals on November 14, 1995 at 11:00 a.m. at 61 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 saie. 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 Treasurer 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: BOROUGH OF CARTERET COUNTY OF MIDDLESEX, NEW JERSEY NOTICE OF $3,606,000 GENEP. AL IMPROVEMENT BOND SALE BOOK-ENTRY ONLY BONDS BANK - QUALIFIED CALLABLE SEALED PROPOSALS will be received by the Treasurer of the Borough of Carteret, in the County of Middlesex, New Jersey at 61 Cooke Avenue, Carteret, New Jersey 07008 on November 14, 1995 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 December 1, 1995 and due (subject to prior redemption) on December 1 as follows: Year Princia~_~_Amount Year Principal Amount 1996 $130,000 2006 $185,000 1997 $130,000 2007 $190,000 1998 $135,000 2008 $195,000 1999 $140,000 2009 $200,000 2000 $150,000 2010 $205,000 2001 $155,000 2011 $210,000 2002 $160,000 2012 $220,000 2003 $165,000 2013 $225,000 2004 $170,000 2014 $230,000 2005 $175,000 2015 $236,000 NO. 95-322 PAGE 6 Ail bidders for the Bonds must be participants of The Depository Trust Company, New York, New York or affiliated with its 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 Securities Depository") will act as securities depository (the" ' - The Bonds will be dated December 1, 1995 and will bear interest at the rate or rates per annum specified by the successful bidder therefor in accordance herewith, payable on June 1, 1996 and semiannually thereafter on the first days of June and December in each year until maturity 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 15 and November 15, respectively (the "Record Dates"). The Bonds of this issue maturing prior to December 1, 2004 are not subject to redemption prior to their stated maturities. The Bonds of this issue maturing on or after December 1, 2004 are redeemable at the option of the Borough in whole on any date or in part on any interest payment date on or after December 1, 2003 upon notice as required herein at a redemption price equal to the par amount of the Bonds to be redeemed (the "Redemption Price"), plus in each case unpaid accrued interest to the date fixed for redemption. 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 be for all of the Bonds and the purchase price specified in the proposal must be not less than $3,607,000. 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 NO. 95-322 PAGIi 7 each bid, by adding to the total principal amount of Bonds 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 the BOROUGH OF CARTERET for $72,120 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 December 5, 1995 at the offices of the Borough's Bond Counsel, McManimon & Scotland, 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 the outside "Proposal for Bonds." If mailed, proposals should be addressed to or in care of the undersigned at the Borough of Carteret, 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 of McManimon & Scotland, 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. NO. 95-322 PAG£~, 8 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 J. DeBlasio, Treasurer SUMMARY NOTICE OF sALE BOROUGH OF CARTERET, IN THE COUNTY OF MIDDLESEX, NEW JERSEY $3,606,000 GENEP3tL IMPROVEMENT BONDS BOOK ENTRY ONLY BONDS BANK QUALIFIED CALLABLE SEALED PROPOSALS will be received by the Treasurer of the Borough of Carteret at 61 Cooke Avenue, Carteret, N.J. on November 14, 1995 until 11:00 a.m. for the purchase of the above Bonds of the Borough dated December 1, 1995 and due (subject to prior redemption) on December 1 as follows: Year Pri cni al Amount Year Principal Amount_ 1996 $130,000 2006 $185,000 1997 $130,000 2007 $190,000 1998 $135,000 2008 $195,000 1999 $140,000 2009 $200,000 2000 $150,000 2010 $205,000 2001 $155,000 2011 $210,000 2002 $160,000 2012 $220,000 2003 $165,000 2013 $225,000 2004 $170,000 2014 $230,000 2005 $175,000 2015 $236,000 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, 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 on June 1, 1996 and semiannually thereafter on June 1 and December 1 in each year until maturity. 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 Treasurer at 61 Cooke Avenue, Carteret, N.J. 07008, (908) 541-3820. NO. 95-322 PAGE 9 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. 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. Section 7. The law firm of McManimon & Scotland is authorized to arrange for the printing of the Bonds and the printing of the Official Statement to be prepared by the Borough financial advisor. The law firm of McManimon & Scotland 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 financial advisor is authorized to prepare the Official Statement necessary in connection with the issuance of the Bonds. The Mayor and the Treasurer are authorized to execute any certificates necessary in connection with the distribution of the Official Statement. Such a disclosure document prepared in conjunction with the sale of the Bonds in preliminary form may be deemed final for purposes of Rule 15c2-12 of the Securities and Exchange Commission on behalf of the Borough by the Treasurer. 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 Treasurer 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 10. In the event that The Depository Trust Company may determine to discontinue providing its service with respect to the Bonds or is removed by the Borough and if no successor NO. 95-3PP I'AGE ~ 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 11. Solely for purposes of complying with Rule 15c2-12 of the Securities and Exchange Commission (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: (a) On or prior to July 1 of each fiscal year, beginning after January 1, 1996, 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) of the Borough and certain financial information and operating data consisting of (i) Borough and overlapping indebtedness including 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"): NO. 95-322 PAGE 11 (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. Section 13. The Treasurer 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 compliance with the Rule. NO. 95-322 PAGE 12 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 this 23rd day of October, 1995 and certified as a true copy of the original on October 24, 1995. KATHLEEN M. BARNEY, RMC/CMC Municipal Clerk SUSAN E. JACKLIN, Assistant Municipal Clerk RECORD OF COUNCIL VOTE it l COUNCILMAN Y NO" ~IALOWARC Z UK SEMEN ZA FEINGOLD STIG_.L_IC ' BRIEN Z IEMBA - X X - Indicate Vote AB - Absent NV - Not Voting XOR - Indicates Vote n) Overrule Velo Adopted at a meeting of the Municipal Council OCTOBER 23, 1995 Assistant ~ '