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HomeMy Public PortalAbout2004/07/06 JULY 6, 2004 SPECIAL MEETING A Special Meeting of the Mayor and Council of the Borough of Carteret was called to order by Council President Ronald G. Rios approximately 4:30 P.M. on Tuesday, June 25, 2004, Memorial Municipal Building, Borough Hall, 61 Cooke Avenue, Carteret, New Jersey. ROLL CALL Upon individual roll call, the following were noted present: Councilmember Randy Krum ,, Frank parisi ,, Ronald Rios ,, Joseph Sitarz ,, Brian Sosnowski NOTED ABSENT Noted absent were Mayor Daniel J. Reiman and Councilmember Susan Naples. Also noted absent was Borough Attorney Robert J. Bergen, Esq. PRAYER, PLEDGE OF ALLEGIANCE The meeting was opened with a moment of Silent Prayer and The Pledge of Allegiance led by Council President Ronald Rios. STATEMENT OF The Clerk stated that on July 1, 2004, Notice was published in The MEETING NOTICE Home News Tribune, The Star-Ledger and posted on the bulletin board. Notice was also published on July 3, 2004. PURPOSE OF The purpose of the meeting was to hold a Public Heating on Ordinance MEETING #04-23, Lease Agreement with Middlesex County Improvement Authority. Formal Action may be taken. ORDINANCE # 04-23 The Clerk stated Ordinance #04-23 was introduced and passed upon AUTHORIZING First Reading at a Special Meeting of the Borough Council held on ENTERING INTO A June 25, 2004. It was duly published in the Home News Tribune on LEASE July 1, 2004 with notice that it will be considered for final passage AGREEMENT WITH after Public Heating to be held on July 6, 2004 at approximately 4:30 THE MCIA P.M. The Ordinance was posted on the bulletin board and copies were RELATING TO THE made available to the general public and according to law, she read the ISSUANCE OF CAPITAL Ordinance by title. EQUIPMENT LEASE REVENUE BONDS JULY 6, 2004 - PUBLIC HEARING Upon MMS&C, by Councilmembers Parisi and Sitarz and unanimous affirmative vote of the five (5) Councilmembers present, Council President Rios declared the Public Hearing to be open: HEARING CLOSED There being no comments or objections to the Ordinance, Council President Rios declared the Public Hearing to be closed, upon MMS&C, by Councilmembers Sitarz and Parisi and unanimous affirmative vote of the five (5) Councilmembers present. ORDINANCE # 04-23 Upon MMS&C, by Councilmembers Sitarz and Parisi AUTHORIZING THE ORDiNANCE #04-23 ENTERING INTO A LEASE AND AGREEMENT WITH AN ORDiNANCE OF THE BOROUGH OF CARTERET, iN THE THE MCIA RELATING COUNTY OF MIDDLESEX, STATE OF NEW JERSEY, TO THE ISSUANCE OF APPROVING AND AUTHORIZiNG THE ENTERING INTO, CAPITAL EQUIPMENT EXECUTION AND DELIVERY OF A LEASE AND AGREEMENT LEASE WITH THE MIDDLESEX COUNTY IMPROVEMENT REVENUE BONDS AUTHORITY RELATING TO THE ISSUANCE OF COUNTY- (In Full) GUARANTEED CAPITAL EQUIPMENT LEASE REVENUE BONDS, SERIES 2004 OF THE MIDDLESEX COUNTY IMPROVEMENT AUTHORITY. WHEREAS, the Middlesex County Improvements Authority (the "Authority") is authorized to issue its bonds pursuant to the provisions of the County Improvement Authorities Law, chapter 183 of the Laws of New Jersey of 1960, as amended and supplemented CN.J.S.A. 40:37A-44 ~ seq.) (the "County Improvement Authorities Law"), and other applicable provisions of law; and WHEREAS, the Authority has determined to issue its revenue bonds for the purpose of financing the acquisition of capital equipment for the purpose of leasing the same to various municipalities located in the County of Middlesex in the State of New Jersey (the "2004 Program"); and WHEREAS, The Borough of Carteret, in the County of Middlesex, State of New Jersey (the "Municipality") has determined to participate in the 2004 Program and to lease certain capital equipment from the Authority; and WHEREAS, there has been prepared and submitted to the Municipality the form of the Lease and Agreement (the "Lease"), to be entered into by and between the Authority and the Municipality, which Lease has been approved by the County of Middlesex, State of New Jersey (the "County") and which is attached hereto as Exhibit A, providing for the acquisition and leasing of certain items of Equipment for the Authority, which Equipment is described in Exhibit B attached hereto an incorporated by reference herein. All terms used herein and not otherwise defined shall have the same meanings ascribed to such terms under the Lease. 2 JULY 6, 2004 NOW THEREFORE, BE IT ORDAINED AND ENACTED BY THE ORDINANCE # 04-23 GOVERNING BODY OF THE BOROUGH OF CARTERET, IN (Continued lnFull) THE cOUNTY OF MIDDLESEX STATE OF NEW JERSEY (not less than two-thirds of all members thereof affirmatively concurring) AS FOLLOWS: Section 1. Pursuant to section 78 of the County Improvement Authorities Law, N.J.S.A. 40:48-1 ~ seq., the Municipality is hereby authorized and directed to enter into and perform the Lease, which Lease provides for the leasing of certain Items of Equipment acquired with the proceeds of County- Guaranteed Capital Equipment Lease Revenue Bonds, Series 2004 (the "Bonds") to be issued by the Authority under a resolution of the Authority to be adopted by the Authority entitled, "Resolution of the Middlesex County Improvement Authority Authorizing the Issuance of County Guaranteed Capital Equipment Lease Revenue Bonds" ( the "General Bond Resolution"). The Lease, in substantially the form submitted herewith in Exhibit A (a copy of which is on file in the office of ~he Clerk of the Municipality), is hereby approved with such changes, amendments or modifications as may be approved by counsel or bond counsel to the Municipality and bond counsel to the Authority and the County. Section 2. The full faith and credit of the Municipality are hereby pledged to punctual payment of the obligations set forth in the Lease authorized by this ordinance, including without limitation, (i) all Basic Rent and Rent obligations of the Municipality under the Lease including, Authority Administrative Expenses and additional Rent, (ii) all amounts due and owing to the county as a result of payments made by the County on behalf of the Municipality under the Lease pursuant to the County Guarantee, including County Guarantee Costs and (iii) all direct and indirect cost of the Authority and the County related to the enforcement of the Lease and the County Guarantee ((i), (ii) and (iii) collectively, the "Lease Payment Obligation"). The Lease Payment Obligation under the Lease shall be a direct, unlimited and general obligation of the Municipality, not subject to annual appropriation by the Municipality pursuant to the County Improvement Authorities Law, and unless paid from other sources, the Municipality shall be obligated to levy ad valorem taxes upon all the taxable property within the Municipality for the payment of the Lease Payment Obligation thereunder without limitation as to rate or amount. JULy 6, 2004 ORDINANCE # 04-23 The Mayor or the Authorized Municipal Representative (as defined in (Continued in Full) the Lease) is hereby authorized and directed to execute the Lease on behalf of the Municipality in substantially such form as attached hereto in Exhibit A and the Clerk of the Municipality is hereby authorized and directed to attest to such signature and affix the seal of the Municipality thereto and the Lease is authorized to be delivered to the Authority. All representatives, official and employees of the Municipality are hereby authorized and directed to enforce and to implement provision of the Lease. Section 3. The following additional matters are hereby determined, declared, recited and stated: (1) The maximum Lease Payment Obligation for which the Municipality shall be obligated hereunder, which, inter alia, will be used for the payment of principal of and interest on the Bonds of the Authority shall not exceed the sum necessary to (a) acquire the Municipality's Equipment described in Exhibit B which will be subject to the Lease, (b) pay interest on the Authority's Bonds allocated to the Municipality and used to acquire the Municipality's Equipment, and (c) pay the Municipality's share of the costs of issuance, Authority Administrative Expenses, Additional Rent, County Guarantee Costs and all other amounts required to be paid by the Municipality under the Lease. (2) The Bonds shall mature within fifteen (15) years from the date of issue. (3) The Lease Payment Obligation authorized herein shall remain effective until all the Authority's Bonds shall have been paid in full accordance with their terms and/or when all obligations of the Municipality under the Lease have been satisfied, notwithstanding the occurrence of any other event, including but not limited to the termination of the Lease with respect to some or all of the items of Equipment leased thereunder. (4) The Items of Equipment described in Exhibit B are hereby approved to be leased from the Authority in accordance with the terms of the Lease, with such changes, amendments or modification as may be approved by counsel or bond counsel to the Authority. Section4. To the extent the Municipality is an "Obligated Person" (as defined under the Rule (as hereinafter defined), the Municipality hereby agrees to comply with the requirements of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as 4 JULY 6, 2004 ORDINANCE # 04-23 amended and supplemented, including the (Continued in Full secondary market disclosure requirements contained therein, and agrees to covenant to such compliance in the Lease. The Mayor, Clerk, Chief Financial Officer or other Authorized Municipal Representative are each hereby authorized and directed to execute and deliver a Continuing Disclosure Agreement, approve and "deem final" the Official Statement of the Authority and the preliminary form thereof to the extent the information contained therein relates to the Municipality and to execute and deliver all certificates, documents and agreements to the Authority in connection therewith and to file budgetary, financial and operating data of the Municipality on an annual basis and notice of certain enumerated events as required to comply with an in accordance with the provisions of the Rule. Section 5. The Mayor, Clerk, Chief Financial Officer or Authorized Municipal Representative are each hereby authorized and directed to execute and deliver any and all certificates, documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the execution and delivery of the Lease, the leasing of the Equipment which is to be the subject of the Lease and all related transactions contemplated by this ordinance. Section 6. Upon the payment of all amounts referenced in Section 3(3) herein, the full faith and credit pledge of the Municipality as to its Lease Payment Obligations authorized herein shall cease to exist. Section 7. The provisions of this ordinance are severable. To the extent any clause, phrase, sentence, paragraph or provision of this ordinance shall be declared invalid, illegal or unconstitutional, the remaining provisions shall continue to be in full force and effect. Section 8. This ordinance shall take effect twenty (20) days after final adoption and publication in accordance with applicable law. JULY 6, 2004 ADOPTED was finally adopted. Upon individual roll call vote, Councilmernbers Krum, Parisi, Rios, Sitarz and Sosnowski voted in the affirmative. Councilmember Naples was noted absent. Approved and Adopted: July 6, 2004 Introduced: June 25, 2004 Advertised as Adopted on First Reading with notice of Public Hearing: July i, 2004 Heating Held: July 6, 2004 Approved by: Mayor Daniel J. Reiman Advertised as Finally Adopted: July 7, 2004 ADJOURNED There being no further discussion, upon MMS&C, by Councilmembers Sitarz and Sosnowski and unanimous affirmative vote of the five (5) Councilmembers present, the meeting was adjourned at approximately 4:35 P.M. KMB/cp