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HomeMy Public PortalAboutr 09:152 2Rezolufion of tqe ~orougq of QIaderet1 ~ ~ 31 ~ 09-152 No. Date of Adoptiol1 ~1ll' q, ')('(E RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF LOAN AGREEMENTS TO BE EXECUTED BY THE BOROUGH OF CARTERET, IN THE COUNTY OF lIUDDLESEX, NEW JERSEY AND EACH OF THE NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE TRUST M'ill THE STATE OF NEW JERSEY, ACTING BY AND THROUGH THE DEPARTMENT OF ENVIRONMENTAL PROTECTION, AND FURTHER AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT, ALL PURSUANT TO THE 2009 NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE TRUST FINANCING PROGRAM IN CONNECTION 'VITH THE NOT EXCEEDING 58,100,000 GENERAL IMPROVE~IENT BONDS, SERIES 2009 WHEREAS, the Borough of earteeet (the "Borough"), in the County of Middlesex, New Jersey, has determined that there exists a need within the Borough to provide for sewer infrastructure improvements to the Roosevelt Avenue Pump Station and the Turnpike Sanitary Sewer Crossings in the Borough (the "Project") as defmed in each of that certain Loan Agreement (the "Trost Loan Agreement") to be entered into' by and between the Borough and tbe"New Jersey Environmental Infrastructure Trust (the "Trust") and that certain Loan Agreement (the "Fund Loan Agreement", ano. together with the Trust Loan Agreement, the lILoan Agreements") to be entered into by and between the Borough and the State 0 New Jersey, acting by and through the New Jersey Department ofEnvironrnental Protection (the "Statetl), all pursuant to the 2009 New Jersey Environmental Infrastructure Trust Financing Program (the "Program"); WHEREAS, the Borough has determined to fmance the Project with the proceeds of a loan to be made by each of the Trust (the "Trust Loan") and the State (the "Fund Loan", and together with the Trust Loan, the "Loans") pursuant to the Trust Lf;lan Agreement and the Fund Loan Agreement, respectively; WHEREAS, to evidence the Loans, each of the Trost and the State require the Borough to authorize, execute, attest and deliver the Borough's General Improvement Bonds, Series 2009; in an aggregate principal amount not to exceed $8,100,000, a portion of which will be to the Trust (the ''Trust Loan Bond") and a portion of which will be to the State (the "Fund Loan Bond" and, together with the Trust Loan Bond, the "Borough Bonds") pursuant to the terms of the Local Bond Law of the State of New Tersey, constituting Chapter 2 of Title 40A-ofthe Revised Statutes of the State ~fNew Jersey (the "Local Bond Law"), other applicable law and the Loan Agreements; and WHEREAS, the Trust and the State have expressed their desire to close in escrow the making of one or more of the Loans, the issuance of one or more of the Borough Bonds and the execution and delivery of one or more of the Loan Agreements, all pursuant to the terms of an Escrow Agreement (the "Escrow Agreement") to be entered into by and among the Trust, the State, the Borough and the escrow agent named therein. NOW, THEREFORE, BE IT RESOL YED by the governing body of the Borough as follows: Section 1. The Trust Loan Agreement, the Fund Loan Agreement and the Escrow Agreement (collectively, the "Financing Documents") are hereby authorized to be execQt.e4 and delivered on behalf of the Borough by either the Mayor or the Chief Financial Officer in substantially the fonns attached hereto as Exhibit~ A, Band C, respectively, with such changes as the Mayor or the Chief Financial Officer (each an UAuthorized OfficerJl), in their respective sole discretion, after consultation with counsel and any advisors to the Borough (collectively, the "Borough Consultants") and after further consultation with the Trust, the State and their representatives, agents, counsel and advisors (collectively, the "Program Consultants", and together with the Borough Consultants, the "Consultants"), shall determine, such determination to be conclusively evidenced by the execution of such Financing Documents by an Authorized Officer as determined hereunder. The Borough Clerk is hereby authorized to attest to the execution of the Financing Documents by an Authorized Officer of the Borough as determined hereunder and to affix the corporate seal of the Borough to such Financing Documents. NO. 09-152 PAGE 7 Section 2. The Autborized Officers of the Borough are hereby further severally authorized to (i) execute and deliver, and the Borough Clerk is hereby further authorized to attest to such execution and to affix the corporate seal of the Borough to, any document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Officers or the Borough Clerk, as applicable, in their .respective sole discretion, after consultation with the Consultants, to be executed in connection with the execution and delivery of the Financing Documents and the consummation of the transactions contemplated thereby, which determination shall be conclusively evidenced by the execution of each such certificate or other document by the party authorized hereunder to execute such certificate or other" document, and (ii) perform. such other actions as "the Authorized Officers deem necessary, desirable or convenient in relation to the execution and delivery thereof. Section 3. This resolution shall take effect immediately. Section 4. Upon the adoption hereof. the Borough Clerk shall forward certified copies 0 this resolution to McManimon & Scotland, L.L.C., bond counsel to the Borough, and Richard T. Nolan, Esq., McCarter & English, LLP, bond counsel to the Trust. AbptErl this 9th clay of July, '2SJ:fJ an:! certifiEd as a tri.e ccw of tiE origiml <Xl July 10, '2SJ:fJ. KA1HLEEN M. PARNEY, JvM::; MJNICIPAL CIERK COUNCIL!I,:{AN YES NO NY A.B. COUNCILMAN YES NO NY A.B. _Pi')illD X KRlM X CUCN X NhJ.llS X DIAZ X x _----1-_ X~rndica(eYote AB.Absent NY.NotVOIlng XOR. Indicatcs VOle to Overrule Vcto Adopted at a meeting of the Municipal Council ~ .~a?9 '2SJ:fJ p- ii?d~e0L,-!jf;, )(j-;L-,--r 0 I . - / RECORD OF COUNCIL VOTE