Title
Dept/ Agency: Finance
Action: ( ) Ratifying (X) Authorizing ( ) Amending
Type of Service: Preliminary/Official Statement and Disclosure Agreement for Issuance of Notes
Purpose: Approving official statement and disclosure agreement for sale
of bond anticipation notes and special emergency notes
Amount to be Financed: $22,813,000.00 (Twenty-Two Million Eight Hundred Thirteen Thousand Dollars and Zero Cents)
Project Information:
(Description/ Project No./Amount Appropriated/Ordinance No.)
RESOLUTION DETERMINING CERTAIN MATTERS IN CONNECTION WITH THE SALE OF AGGREGATE PRINCIPAL AMOUNT OF TAX APPEAL REFUNDING NOTES AND GENERAL IMPROVEMENT BOND ANTICIPATION NOTES NOT TO EXCEED $22,813,000.00 (TWENTY-TWO MILLION EIGHT HUNDRED THIRTEEN THOUSAND DOLLARS AND ZERO CENTS), OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY
Additional Information:
body
WHEREAS, the Municipal Council of the City of Newark, in the County of Essex, New Jersey (the "City"), has previously adopted the following ordinances which authorized the issuance of tax appeal refunding notes of the City: Ordinance 6PSF-d adopted by the Municipal Council of the City on November 22, 2011 (the “2011 Ordinance”); Ordinance 6PSF-e adopted by the Municipal Council of the City on October 15, 2014 (the “2014 Ordinance”); Ordinance 6PSF-d adopted by the Municipal Council of the City on October 21, 2015 (the “2015 Ordinance”); and Ordinance 6PSF-e adopted by the Municipal Council of the City on October 4, 2017 (the “2017 Ordinance”), collectively known as the "TARN Ordinances"; and
WHEREAS, the Municipal Council of the City has previously adopted the following ordinance which authorized the issuance of bonds or notes of the City: Ordinance 6PSF-a(S) adopted by the Municipal Council of the City on March 21, 2017 (the "Notes Ordinance"); and
WHEREAS, the City intends to issue its Tax Appeal Refunding Notes in one or more series, and on a tax-exempt and/or taxable basis in an aggregate amount not to exceed $18,063,000.00 (Eighteen Million Sixty-Three Thousand Dollars and Zero Cents) (collectively, the "2017 TARNs" or “Series 2017A Notes”) under the TARN Ordinances for the purpose of: (i) refunding a principal amount of $7,263,000.00 (Seven Million Two Hundred Sixty-Three Thousand Dollars and Zero Cents) of the City's $10,548,000.00 (Ten Million Five Hundred Forty-Eight Thousand Dollars and Zero Cents), Tax Appeal Refunding Notes, Series 2016B, which were issued on December 5, 2016 and matured on December 4, 2017, the proceeds of which were used to refinance certain tax appeals, provide funds for the payment of real property tax appeal refunds due and owing from the City, and pay costs of issuance with respect thereto; (ii) providing new money for the payment of real property tax appeal refunds due and owing from the City in the amount of $10,800,000.00 (Ten Million Eight Hundred Thousand Dollars and Zero Cents); and (iii) paying costs of issuance with respect thereto; and
WHEREAS, the City intends to issue its General Improvement Bond Anticipation Notes in an aggregate principal amount not to exceed $4,750,000.00 (Four Million Seven Hundred Fifty Thousand Dollars and Zero Cents) (collectively, the "2017 General Improvement Bond Anticipation Notes" or “Series 2017B Notes”) under the Notes Ordinance for the purpose of providing new money to fund improvements and upgrades to Ironbound Field A of the City, and to pay costs of issuance with respect thereto; and
WHEREAS, the City presently intends to issue $18,063,000.00 (Eighteen Million Sixty-Three Thousand Dollars and Zero Cents), aggregate principal amount of 2017 TARNs and $4,750,000.00 (Four Million Seven Hundred Fifty Thousand Dollars and Zero Cents), aggregate principal amount of 2017 General Improvement Bond Anticipation Notes, in an aggregate amount not to exceed $22,813,000.00 (Twenty-Two Million Eight Hundred Thirteen Thousand Dollars and Zero Cents) (collectively, the “General Obligation Notes”) on or about December 1, 2017; and
WHEREAS, the City has determined to authorize the offering and sale of the General Obligation Notes by competitive sale through electronic bids on Parity pursuant to the terms and conditions of the Notice of Sale (the “Notice of Sale”) described herein; and
WHEREAS, in connection with the offering and sale of the General Obligation Notes, the City determines to authorize the distribution of a Preliminary Official Statement and Final Official Statement with respect to the Notes, and to authorize the execution and delivery of a Continuing Disclosure Certificate.
NOW, THEREFORE, BE IT RESOLVED BY THE MUNICIPAL COUNCIL OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY, THAT:
Section 1. Confirmation of Intention to Issue General Obligation Notes. Pursuant to the provisions of the TARN Ordinances and the Notes Ordinance, the Director of Finance/Chief Financial Officer is hereby authorized and directed to sell, issue, execute and deliver the General Obligation Notes in accordance with this Resolution. The General Obligation Notes will be dated December 1, 2017 and will mature November 30, 2018.
Section 2. Notice of Sale. It is hereby delegated to and the Director of Finance/Chief Financial Officer is hereby authorized to sell and award the purchase of the General Obligation Notes to the successful bidder pursuant to the terms and conditions of the Notice of Sale. The form of the Notice of Sale in substantially the form attached hereto as Exhibit A is hereby approved, and the execution of a Notice of Sale by the Director of Finance/Chief Financial Officer of the City is hereby authorized with such changes as may be approved by the Director of Finance/Chief Financial Officer, upon the advice of the City’s bond counsel (“Bond Counsel”) and the City's financial advisor (the “Financial Advisor”). The Director of Finance/Chief Financial Officer is authorized and directed to distribute the Notice of Sale in connection with the offering and sale of the General Obligation Notes. In the event this Resolution is adopted subsequent to the distribution of the Notice of Sale, the Notice of Sale and all actions related to its distribution are hereby approved nunc pro tunc.
Section 3. Authorization for Official Statement. The distribution by the City of a Preliminary Official Statement relating to the General Obligation Notes (a draft of which is attached hereto as Exhibit B), which Preliminary Official Statement shall be filed with the records of the City, is hereby authorized in substantially the form attached hereto as Exhibit B, which is hereby approved with such insertions, deletions, and changes therein and any supplements thereto as Bond Counsel may advise and the City officer executing the same may approve, such approval to be evidenced by such City officer's execution thereof. The Business Administrator or Director of Finance/Chief Financial Officer is hereby authorized and directed to deem the Preliminary Official Statement "final" within the meaning of 17 CFR 240. 15c2-12 of the Rules of the Securities and Exchange Commission and to execute and deliver a certificate to that effect. The Business Administrator and the Director of Finance/Chief Financial Officer are each hereby authorized and directed to approve the contents and terms of the Final Official Statement in respect of the aforementioned General Obligation Notes in substantially the form of the Preliminary Official Statement. The Business Administrator and the Director of Finance/Chief Financial Officer are each hereby authorized and directed to execute such Official Statement on behalf of the City, in substantially such form, with such insertions, deletions and changes therein and any supplements thereto as Bond Counsel may advise, including revisions to reflect the terms of the sale of the General Obligation Notes, including purchase price, interest rate and yield, and the City officer executing the same may approve, such approval to be conclusively evidenced by such City officer's execution thereof. The distribution of the Preliminary Official Statement and Final Official Statement by the Financial Advisor of the City in connection with the offering and sale of the General Obligation Notes are hereby authorized.
Section 4. Continuing Disclosure. The form of the Continuing Disclosure Certificate attached hereto as Exhibit C is hereby approved, and the execution of such Continuing Disclosure Certificate by the Director of Finance/Chief Financial Officer of the City is hereby authorized. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate executed by the City and dated the date of issuance and delivery of the General Obligation Notes, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a default on the General Obligation Notes. However, any holder may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the City to comply with its obligations under this Section.
Section 5. Further Action. Any matter relating to the award, sale, or execution of the General Obligation Notes which has been delegated by the TARN Ordinances and the Notes Ordinance to the Director of Finance/Chief Financial Officer may be performed and any document authorized by this Resolution may be executed by the Business Administrator or Treasurer of the City (collectively, the “Authorized Officers”). On behalf of the City, the Authorized Officers of the City are authorized and directed to take all steps which are necessary or convenient to effectuate the terms of this Resolution with respect to the issuance, sale, execution, and delivery of the General Obligation Notes, including, but not limited to the execution of all tax certificates and other closing documentation. All such actions heretofore or hereafter taken are hereby ratified, approved and confirmed.
Section 6. Effective Date. This Resolution shall take effect immediately upon the adoption thereof or the date on which the 2017 Ordinance becomes valid.
STATEMENT
This Resolution authorizes the sale of the Notes; the distribution of a Preliminary Official Statement and Final Official Statement; and approval of the form of a Notice of Sale and the distribution thereof containing the terms for the offering and sale of the General Obligation Notes; and Continuing Disclosure Certificate regarding the sale of the City's Tax Appeal Refunding Notes and General Improvement Bond Anticipation Notes, in an aggregate amount not exceeding $22,813,000.00 (Twenty-Two Million Eight Hundred Thirteen Thousand Dollars and Zero Cents).