Title
Dept/ Agency: Finance
Action: ( ) Ratifying (X) Authorizing ( ) Amending
Purpose: Confirming Bond Sale
Amount to be Financed: $31,000,000.00
Source of Appropriation: Bonds
Purchaser: Open Market
Project Information:
(Description/ Project No./Amount Appropriated/Ordinance No.)
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF NOT TO EXCEED $31,000,000.00 AGGREGATE PRINCIPAL AMOUNT OF QUALIFIED GENERAL OBLIGATION REFUNDING BONDS, CONSISTING OF (A) NOT TO EXCEED $29,000,000.00 QUALIFIED GENERAL IMPROVEMENT REFUNDING BONDS, SERIES 2025A AND (B) NOT TO EXCEED $2,000,000.00 QUALIFIED SCHOOL REFUNDING BONDS, SERIES 2025B OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY (THE “CITY”) PURSUANT TO THE PROVISIONS OF THE MUNICIPAL QUALIFIED BOND ACT OF THE CITY, AUTHORIZED BY A REFUNDING BOND ORDINANCE FINALLY ADOPTED BY THE MUNICIPAL COUNCIL OF THE CITY ON DECEMBER 18, 2024, TO REFUND CERTAIN OUTSTANDING BONDS OF THE CITY ISSUED IN 2015, AND PROVIDING FOR THE FORM AND OTHER DETAILS WITH RESPECT TO THE SALE AND ISSUANCE OF SAID REFUNDING BONDS
Additional Information:
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WHEREAS, pursuant to the provisions of the Local Bond Law of the State of New Jersey, N.J.S.A. 40A:2-1 et seq., as amended and supplemented (the “Local Bond Law”), and in the case of the hereinafter defined 2015B Bonds, the provisions of Title 18A, Education, of the New Jersey Statutes (the “School Law”), including, specifically N.J.S.A. 18A:7A-46.3 and N.J.S.A. 18A:7A-46.4, the City of Newark, in the County of Essex, State of New Jersey (the “City”) previously issued $56,673,000.00 General Obligation Bonds on June 23, 2015, consisting of (i) $51,553,000.00 Qualified General Improvement Bonds, Series 2015A (Qualified under the Municipal Qualified Bond Act) (the “2015A Bonds”) and (ii) $5,120,000.00 Qualified School Bonds, Series 2015B (Qualified under the Municipal Qualified Bond Act; additionally secured under the New Jersey School Bond Reserve Act) (the “2015B Bonds” and together with the 2015A Bonds, the “Original Bonds”); and
WHEREAS, a (i) $27,678,000.00 outstanding principal portion of the 2015A Bonds maturing on July 15 in the years 2026 through 2029, inclusive (collectively, the “2015A Refunded Bonds”), are subject to redemption prior to their respective maturity dates, on or after July 15, 2025, at the option of the City, either in whole or in part by lot within a single series and maturity from maturities selected by the City, on any date, at a redemption price equal to 100% of the principal amount thereof, and (ii) $1,650,000.00 outstanding principal portion of the 2015B Bonds maturing on July 15 in the years 2026 through 2029, inclusive (collectively, the “2015B Refunded Bonds” and together with the 2015A Refunded Bonds, the “Refunded Bonds”), are subject to redemption prior to their respective maturity dates, on or after July 15, 2025, at the option of the City, either in whole or in part by lot within a single series and maturity from maturities selected by the City, on any date, at a redemption price equal to 100% of the principal amount thereof and accrued interest thereon to the date of redemption; and
WHEREAS, pursuant to the provisions of the Local Bond Law, specifically N.J.S.A. 40A:2-51 and -52, the City is authorized to issue refunding bonds for the purpose of refunding outstanding obligations of the City to realize no less than three (3.00%) percent net present value debt service savings; and
WHEREAS, the City has determined that it is in the best interests of the City inhabitants to currently refund all or a portion of the Refunded Bonds through the issuance of Qualified General Obligation Refunding Bonds in an aggregate principal amount not to exceed $31,000,000.00, consisting of (i) not to exceed $29,000,000.00 Qualified General Improvement Refunding Bonds, Series 2025A (the “2025A Refunding Bonds”) and (ii) not to exceed $2,000,000.00 Qualified School Refunding Bonds, Series 2025B (additionally secured under the New Jersey School Bond Reserve Act) (the “2025B Refunding Bonds” and together with the 2025A Refunding Bonds, the “Refunding Bonds”); and
WHEREAS, the City has determined to achieve net, present value debt service savings through the issuance by the City of its Refunding Bonds, as provided in a refunding bond ordinance entitled, “REFUNDING BOND ORDINANCE OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY PROVIDING FOR THE REFUNDING OF ALL OR A PORTION OF ITS OUTSTANDING GENERAL OBLIGATION BONDS, CONSISTING OF (A) QUALIFIED GENERAL IMPROVEMENT BONDS, SERIES 2015A AND (B) QUALIFIED SCHOOL BONDS, SERIES 2015B AND AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $31,000,000.00 AGGREGATE PRINCIPAL AMOUNT OF QUALIFIED GENERAL OBLIGATION REFUNDING BONDS, CONSISTING OF (A) NOT TO EXCEED $29,000,000.00 QUALIFIED GENERAL IMPROVEMENT REFUNDING BONDS AND (B) NOT TO EXCEED $2,000,000.00 QUALIFIED SCHOOL REFUNDING BONDS OF THE CITY PURSUANT TO THE PROVISIONS OF THE MUNICIPAL QUALIFIED BOND ACT TO EFFECT SUCH REFUNDING AND APPROPRIATING THE PROCEEDS THEREFOR AND FINANCING THE COST THEREOF”, finally adopted by the Municipal Council of the City on December 18, 2024 (the “Ordinance”) in accordance with the provisions of the Local Bond Law, and subsequent to the receipt of the consent of the Local Finance Board, in the Division of Local Government Services, New Jersey Department of Community Affairs (the “Local Finance Board”) obtained on December 11, 2024; and
WHEREAS, the Local Finance Board, at its meeting held on December 11, 2024, has (i) granted its approval for (a) the issuance of the Refunding Bonds and the maturity schedule therefor, which reflected not less than three percent (3%) upfront net present value savings for the purposes of refunding, on a current basis, all or a portion of the Refunded Bonds, and (b) the maturity schedule thereof, and (ii) approved and consented to the issuance of such Refunding Bonds pursuant to the Municipal Qualified Bond Act (as hereinafter defined); and
WHEREAS, in accordance with the provisions of the Local Bond Law, the City now desires to authorize and approve the sale and issuance of the Refunding Bonds pursuant to the Ordinance in the aggregate principal amount not to exceed $31,000,000.00 and in accordance with the provisions hereof to provide for the form and sale of the two (2) series of Refunding Bonds; and
WHEREAS, each series of Refunding Bonds has been qualified under and entitled to the benefits of the provisions of the Municipal Qualified Bond Act, as amended (N.J.S.A. 40A:3-1 et seq.), including the maturity schedule for each series of such Refunding Bonds; and
WHEREAS, in connection with the sale and issuance of the Refunding Bonds, the City also desires to (i) delegate to the Director of Finance and Chief Financial Officer (the “Chief Financial Officer”) or the Assistant Director of Finance and Chief Financial Officer (the “Assistant Chief Financial Officer”) the authority to approve and authorize the distribution of a preliminary official statement (the “Preliminary Official Statement”) and the execution and distribution of an official statement (the “Official Statement”) and to (ii) approve and authorize the forms of and the execution and delivery of the hereinafter defined Continuing Disclosure Certificate, Escrow Deposit Agreement and Bond Purchase Contract; and
WHEREAS, to be able to take advantage of favorable market conditions, there is hereby delegated to the Chief Financial Officer or Assistant Chief Financial Officer of the City the authority to (i) select and designate an underwriter (the “Underwriter”) to serve as the investment bank for the purchase and sale of the Refunding Bonds, (ii) negotiate compensation to the Underwriter so long as such compensation shall not exceed $6.00 per $1,000.00 in the aggregate principal amount of Refunding Bonds issued, including Underwriter’s costs and expenses and the fees of Underwriter’s counsel, and (iii) approve, authorize, execute and deliver the Bond Purchase Contract (the “Purchase Contract”) with the Underwriter. Pursuant to such Purchase Contract, the Underwriter will agree to purchase the Refunding Bonds upon satisfaction of the conditions precedent to issuance of the Bonds set forth therein and with such terms for the Refunding Bonds as shall be set forth therein; and
WHEREAS, the Underwriter shall complete and submit a Business Entity Disclosure Certification pursuant to which the Underwriter shall certify that the Underwriter has not made any reportable contributions to a political or candidate committee in the City in the previous one year, and the Purchase Contract will prohibit the Underwriter from making any reportable contribution through the term of the Purchase Contract and the purchase of all or a portion of the Refunding Bonds; and
WHEREAS, it is desirable and necessary for the City to issue the Refunding Bonds pursuant to the Ordinance, in the aggregate principal amount not to exceed $31,000,000.00, a portion of the sale proceeds of which shall be used to refund the Refunded Bonds (the “Refunding”), and it is deemed advisable and in the best interests of the City to provide for the sale, form, maturity dates and other matters in connection with such authorization, sale, issuance and delivery of the Refunding Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE MUNICIPAL COUNCIL OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY THAT:
1. Recitals. The recitals are fully incorporated herein by this reference as if fully set forth herein.
2. Authority for Resolution. Pursuant to the provisions of the Local Bond Law, the Municipal Council of the City has finally adopted the Ordinance, which authorizes the issuance of negotiable Refunding Bonds in the aggregate principal amount of not to exceed $31,000,000.00, consisting of (i) not to exceed $29,000,000.00 2025A Refunding Bonds and (ii) not to exceed $2,000,000.00 2025B Refunding Bonds, and the Municipal Council of the City hereby determines to issue, pursuant to the Ordinance, Refunding Bonds of the City in the original aggregate principal amount not to exceed $31,000,000.00, consisting of (i) not to exceed $29,000,000.00 2025A Refunding Bonds and (ii) not to exceed $2,000,000.00 2025B Refunding Bonds, as described below in Section 3.
3. Authorization of Refunding Bonds. In accordance with the Local Bond Law, and for the purpose of providing funds to (i) achieve net, present value debt service savings by refunding the principal amount of the Refunded Bonds, including the payment of the redemption premium thereon, as applicable, and the interest accrued and to accrue thereon to the applicable date or dates fixed for their redemption, and (ii) pay the costs of issuance relating to the Refunding Bonds, including printing, advertising, underwriting, accounting, financial, municipal advisory, legal services, insurance and rating agency fees, as applicable, and all as more fully set forth in the Ordinance, there shall be issued refunding bonds of the City, consisting of one or more series, as determined by the Chief Financial Officer or the Assistant Chief Financial Officer of the City, in the aggregate principal amount not to exceed $31,000,000.00, and same shall be designated “General Obligation Refunding Bonds, Series 2025” (or such other year designation as may be appropriate when the Refunding Bonds are issued), consisting of (i) not to exceed $29,000,000.00 Qualified General Improvement Refunding Bonds, Series 2025A and (ii) not to exceed $2,000,000.00 Qualified School Refunding Bonds, Series 2025B.
4. Details of Refunding Bonds. The Refunding Bonds shall be payable with respect to principal and interest in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts, shall be issued in fully registered book-entry form, without coupons, payable to a Securities Depository (as hereinafter defined) or registered assigns, and in the denomination of $5,000.00 each or any integral multiple of $1,000.00 in excess thereof, and shall be issued substantially in the applicable Refunding Bond forms attached hereto as Exhibit A-1 and Exhibit A-2, respectively, with such omissions, insertions and variations as are properly required. The Refunding Bonds shall be dated, shall mature in each of the years and in the principal amounts, and shall bear interest from their date of issuance until maturity or prior redemption, as shall be determined by the Chief Financial Officer or Assistant Chief Financial Officer, in consultation with Wilentz, Goldman & Spitzer, P.A., Bond Counsel (“Bond Counsel”), and NW Financial Group, LLC, Municipal Advisor (the “Municipal Advisor”). The 2025A Refunding Bonds shall be numbered consecutively from “GIRB-1” upwards and the 2025B Refunding Bonds shall be numbered consecutively from “SRB-1” upwards.
The Refunding Bonds shall mature in each of the years and shall bear interest at the respective rates of interest per annum from their date of delivery until such Refunding Bonds shall be paid or discharged as shall be set forth in the Bond Purchase Contract to be dated the date of the sale and award of the Refunding Bonds by and between the City and the hereinafter defined Underwriter (the “Bond Purchase Contract”). The principal maturities of the Refunding Bonds shall not extend beyond the applicable principal maturity dates of the Refunded Bonds, and the interest rates on the Refunding Bonds shall not exceed such interest rates as shall be necessary for the Refunding Bonds transaction to achieve the minimum net present value savings required by the Local Finance Board within the Division of Local Government Services, New Jersey Department of Community Affairs (the “Local Finance Board”).
5. Redemption. The Refunding Bonds shall not be subject to redemption prior to their stated maturities.
6. Payment of Refunding Bonds. Interest on the Refunding Bonds shall be payable on such dates as shall be determined by the Chief Financial Officer or Assistant Chief Financial Officer of the City, in consultation with Bond Counsel and the Municipal Advisor, and as shall be set forth in the Bond Purchase Contract (each an “Interest Payment Date”) until maturity, by wire transfer of the City or a duly appointed Paying Agent (the “Paying Agent”) to the registered owners thereof whose names appear on the registration books of the City, maintained by the City or a duly appointed Paying Agent, fifteen (15) days preceding each Interest Payment Date (the “Record Date”), at their respective addresses as shown in the registration books of the City or other duly appointed Paying Agent. The principal of the Refunding Bonds, when due, shall be payable in similar fashion on each maturity date of the Refunding Bonds.
7. Execution of Refunding Bonds. The Refunding Bonds shall be executed in the name of the City by the manual or facsimile signatures of the Mayor and the Chief Financial Officer of the City and the seal of the City shall be affixed, imprinted or reproduced thereon and attested by the manual signature of the City Clerk of the City. If any officer whose signature appears on the Refunding Bonds ceases to hold office before the delivery of the Refunding Bonds, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Refunding Bond may bear the signature of, or may be signed by, such persons as at the actual time of the signing of such Refunding Bond shall be the proper officers to sign such Refunding Bond although at the date of such Refunding Bond such persons may not have been officers.
8. Registration of Refunding Bonds. The City or any Paying Agent shall also maintain and keep books for the registration and transfer of the Refunding Bonds. The Paying Agent shall also act as agent for the City related to the transfer or exchange of any of the Refunding Bonds.
9. Form of Refunding Bonds. Subject to the provisions of this Resolution, the 2025A Refunding Bonds and the 2025B Refunding Bonds shall be in substantially the forms as set forth in Exhibit A-1 and Exhibit A-2, respectively, attached hereto, with such omissions, insertions, endorsements and variations as may be required by the circumstances and be required or permitted by this Resolution or the Ordinance or as may be consistent with this Resolution and the Ordinance and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto or as may be necessary for the City to market the Refunding Bonds in accordance with the requirements of The Depository Trust Company, Brooklyn, New York (“DTC”), when DTC or its agent shall be the registered owner of the Refunding Bonds, upon advice of Bond Counsel to the City.
10. Book-Entry System. (a) The Refunding Bonds shall be initially issued in book-entry form in the form of one certificate for the aggregate principal amount of the Refunding Bonds of each series maturing in each year and, when issued, will be registered in the name of and held by Cede & Co., as registered owner and nominee for DTC, which is hereby appointed as securities depository (the “Securities Depository”) for the Refunding Bonds. Except as provided in Section 10(c) hereof, all of the outstanding Refunding Bonds shall be registered in the name of and held by Cede & Co., as registered owner and nominee for DTC.
(b) As long as DTC or its nominee, Cede & Co., is the registered owner of the Refunding Bonds, payments of the principal of and interest on the Refunding Bonds will be made by the City or a Paying Agent directly to DTC or its nominee, Cede & Co., which will credit payments of principal of and interest on the Refunding Bonds to the participants of DTC as listed on the records of DTC as of the Record Dates, which participants will in turn credit such payments to the beneficial owners of the Refunding Bonds. During any period in which DTC (or any successor thereto) shall act as Securities Depository for the Refunding Bonds, the City or any Paying Agent shall have no responsibility or obligation to broker-dealers, banks or other financial institutions (“Participants”) from time to time for which DTC holds Refunding Bonds as Securities Depository, or to any person on behalf of which a Participant holds an interest in the Refunding Bonds. Without limiting the immediately preceding sentence, the City or any Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Participant with respect to any ownership interest in the Refunding Bonds, (ii) the delivery to any Participant or any other person, other than a registered owner of the Refunding Bonds, as shown in the registration records kept by the City or any Paying Agent, of any notice with respect to the Refunding Bonds, except as otherwise specifically provided herein, or (iii) the payment to any Participant or any other person, other than a registered owner of the Refunding Bonds, as shown in the registration records kept by the City or any Paying Agent, of any amount with respect to principal of and interest on the Refunding Bonds. The City or any Paying Agent may treat and consider the person in whose name each Refunding Bond is registered in the registration records kept by the City or any Paying Agent as the absolute owner of such Refunding Bond for the purpose of payment of principal of and interest with respect to such Refunding Bond, for other matters with respect to such Refunding Bond, for the purpose of registering transfers with respect to such Refunding Bond, and for all other purposes whatsoever. The City or any Paying Agent shall pay all principal of and interest on the Refunding Bonds only to or upon the order of the respective registered owners thereof, as shown in the registration records kept by the City or any Paying Agent, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City’s obligations with respect to payment of principal of and interest on the Refunding Bonds to the extent of the sum or sums so paid. No person other than a registered owner of the Refunding Bonds, as shown in the registration records kept by the City or any Paying Agent, shall receive a Refunding Bond certificate evidencing the obligation of the City to make payments of principal of and interest pursuant thereto. Upon delivery by DTC to the City or any Paying Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the word “Cede & Co.” shall refer to such new nominee of DTC.
(c) (i) DTC may determine to discontinue providing its services with respect to the Refunding Bonds at any time by giving notice to the City and any Paying Agent and discharging its responsibilities with respect thereto under applicable law.
(ii) The City, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the Refunding Bonds if the City determines that:
(A) DTC is unable to discharge its responsibilities with respect to the Refunding Bonds, or
(B) A continuation of the requirement that all of the outstanding Refunding Bonds be registered in the registration records kept by the City or any Paying Agent in the name of Cede & Co., or any other nominee of DTC, is not in the best interest of the beneficial owners of the Refunding Bonds.
(iii) Upon termination of the services of DTC with respect to the Refunding Bonds pursuant to the subsection 10(c)(ii)(B) hereof, or upon the discontinuance or termination of the services of DTC with respect to the Refunding Bonds pursuant to subsection 10(c)(i) or subsection 10(c)(ii)(A) hereof after which no substitute Securities Depository willing to undertake the functions of DTC hereunder can be found which, in the opinion of the City, is willing and able to undertake such functions upon reasonable and customary terms, the City is obligated to deliver Refunding Bond certificates to the beneficial owners of the Refunding Bonds and the Refunding Bonds shall no longer be restricted to being registered in the registration records kept by the City or any Paying Agent in the name of Cede & Co., as nominee of DTC, but may be registered in whatever name or names registered owners transferring or exchanging Refunding Bonds shall designate.
(d) The City and any Paying Agent shall endeavor to cooperate with DTC or any successor or new securities depository named pursuant to this Section 10 in effectuating payment of the principal of and interest on the Refunding Bonds by arranging for payment in such a manner that funds representing such payments are available to the Securities Depository on the date they are due.
(e) The Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized to enter into a letter of representations or other agreement with DTC setting forth the respective obligations of DTC, the City, and the Paying Agent (if any) with respect to the payment and transfer of the Refunding Bonds. The City agrees to comply with all obligations set forth in such letter of representations or other agreement.
11. Application of Proceeds of Refunding Bonds. (a) From the proceeds of the sale of the Refunding Bonds, the following amounts shall simultaneously with the issuance of such Refunding Bonds (or as soon as practicable thereafter) be paid by the City as follows:
(1) To the payees designated by the Chief Financial Officer or Assistant Chief Financial Officer of the City, amounts representing the costs of issuance for the Refunding Bonds;
(2) To the City, an amount, if any, representing accrued interest on the Refunding Bonds from the Issue Date to the date of delivery thereof and payment therefor, such amount to be used for the payment of interest on the Refunding Bonds as the same shall become due and payable on the first Interest Payment Date; and
(3) To the Escrow Agent, if any (appointed pursuant to Section 11(c) hereof), an amount to be held in trust by the Escrow Agent to accomplish the redemption of all or a portion of the Refunded Bonds, as applicable.
(a) The Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed, in consultation with Bond Counsel and the Municipal Advisor, to negotiate and approve an Escrow Deposit Agreement, substantially in the form attached hereto as Exhibit B (with such changes, revisions or alterations thereto as may be approved by the officer executing the Escrow Deposit Agreement after consultation with Bond Counsel and the Municipal Advisor), by and between the City and the Escrow Agent (the “Escrow Deposit Agreement”) to be selected by the Chief Financial Officer or Assistant Chief Financial Officer, in consultation with Bond Counsel and the Municipal Advisor, providing for the portion of the proceeds of the sale of the Refunding Bonds described in Section 11(a)(3) hereof (the "Refunding Proceeds") to be deposited in an escrow fund to be held by the Escrow Agent in trust to, among other things, (i) refund all or a portion of the Refunded Bonds, (ii) pay interest on all or a portion of the Refunded Bonds until the applicable date or dates fixed for redemption, and (iii) pay the applicable redemption premium, if any, on the principal amount of the Refunded Bonds on the applicable date or dates fixed for redemption. The Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed to execute and deliver the Escrow Deposit Agreement on behalf of the City. Any moneys in such fund may be invested as provided in the Local Bond Law and other applicable law and any moneys in excess of the amounts required for such purpose may be used for any lawful purpose of the City.
(b) The Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed, in consultation with Bond Counsel and the Municipal Advisor, to negotiate and appoint an escrow agent to accomplish the Refunding (the “Escrow Agent”) to the extent such escrow agent is required or desirable to accomplish the Refunding. The portion of the proceeds of the sale of the Refunding Bonds described in Section 11(a)(3) hereof (the “Refunding Proceeds”) shall be deposited in a separate fund to be held by the City or the Escrow Agent, as applicable, in trust to accomplish the Refunding. Any moneys in such fund may be invested as provided in N.J.S.A. 40A:2-60, and any moneys in excess of the amounts required for such purpose may be used for any lawful purpose of the City.
(c) Pending disbursement for the purposes thereof, the portion of the proceeds of the sale of the Refunding Bonds not constituting Refunding Proceeds may be invested to the extent permitted by law.
12. Verification Agent. The Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed to select a verification agent (the “Verification Agent”), if required, in consultation with Bond Counsel and the Municipal Advisor, with respect to the Refunded Bonds. The Verification Agent shall prepare the verification report required to verify the sufficiency of the escrowed moneys to refund the Refunded Bonds.
13. Award of Refunding Bonds. Siebert Williams Shank & Co., LLC, New York, New York, is hereby appointed Underwriter (the “Underwriter”) for the Refunding Bonds. The Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed, in consultation with Bond Counsel and the Municipal Advisor, to negotiate and approve the terms of the Bond Purchase Contract (the “Bond Purchase Contract”) with the Underwriter for the purchase of the Refunding Bonds, including the compensation to the Underwriter for the marketing and purchase of the Refunding Bonds. The Refunding Bonds are hereby authorized to be sold to the Underwriter in accordance with the terms of the Bond Purchase Contract, substantially in the form attached hereto as Exhibit C (with such changes, revisions or alterations thereto as may be approved by the officer executing the Bond Purchase Contract after consultation with Bond Counsel and the Municipal Advisor), such terms being approved by the Chief Financial Officer or Assistant Chief Financial Officer of the City. The Mayor and/or Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed to execute and deliver the Bond Purchase Contract on behalf of the City, and the City Clerk of the City is hereby authorized to attest such signature, as and if applicable.
14. Official Statement. Bond Counsel and the Municipal Advisor are hereby authorized and directed to prepare the Preliminary Official Statement (the “Preliminary Official Statement”), substantially in the form attached hereto as Exhibit D (with such changes, revisions or alterations thereto as may be approved by the Mayor, Chief Financial Officer or Assistant Chief Financial Officer of the City after consultation with Bond Counsel and the Municipal Advisor), to be used in connection with the marketing of the Refunding Bonds. The distribution by the Underwriter of a Preliminary Official Statement on behalf of the City to be used in connection with the marketing of such Refunding Bonds by the Underwriter, is hereby approved. The Mayor and/or Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed to execute and deliver a certificate to the Underwriter that “deems final” the Preliminary Official Statement in accordance with the Rule (as hereinafter defined).
Upon the sale of the Refunding Bonds to the Underwriter, the Preliminary Official Statement shall be modified, in consultation with Bond Counsel and the Municipal Advisor, to reflect the effect of the Bond Purchase Contract and any other revisions not inconsistent with the substance thereof deemed necessary or advisable by Bond Counsel and the Chief Financial Advisor or Assistant Chief Financial Officer; and said Preliminary Official Statement deemed “final” by the City in accordance with the Rule (as hereinafter defined) as so modified shall constitute the final Official Statement (the “Official Statement”). The Mayor and/or Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed on behalf of the City to execute and deliver said Official Statement.
15. Delivery of Refunding Bonds. The Refunding Bonds, in registered form, shall, as soon as practicable, be prepared, executed and delivered in definitive form to the Underwriter at the expense of the City, upon payment in full of the purchase price for the Refunding Bonds.
16. Prior Action. All actions taken to date by the officers, employees, professionals and agents of the City with respect to the authorization, sale and issuance of the Refunding Bonds, including, but not limited to, submissions of information and applications to rating agencies and the execution and delivery of subscription forms for the purchase of United States Treasury Securities and/or direct obligations of the United States of America (State and Local Government Series), be and the same hereby are approved, ratified, adopted and confirmed, nunc pro tunc, and the Mayor and/or Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed to execute and deliver any such agreements, documents or submissions, and the City Clerk is hereby authorized and directed to attest to the signatures of the Mayor and the Chief Financial Officer or Assistant Chief Financial Officer of the City and to affix, imprint or reproduce the seal of the City on such agreements, documents or submissions, as and if applicable.
17. Actions to be Taken on Behalf of the City. The various officers of the City are hereby authorized and directed to do all matters necessary, useful, convenient or desirable to accomplish the delivery of the Refunding Bonds to the Underwriter as promptly as possible, in accordance with the provisions hereof, the execution of one or more subscriptions for the purchase of United States Treasury Securities and/or the purchase of direct obligations of the United States of America (State and Local Government Series), if applicable, and the execution of closing documentation including an arbitrage and use of proceeds certificate certifying that, among other things, the City, to the extent it is empowered and allowed under applicable law, will do and perform all acts and things necessary or desirable to assure that interest paid on the Refunding Bonds is excludable from gross income under Section 103 of the Code (as hereinafter defined).
The Underwriter, Bond Counsel and the Municipal Advisor are each hereby authorized to prepare and arrange for the printing or reproduction of the Preliminary Official Statement, the final Official Statement and the Refunding Bonds, and any such actions heretofore taken by such Underwriter, Bond Counsel and the Municipal Advisor are hereby ratified and confirmed.
The Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized to enter into (i) an agreement with DTC setting forth the respective obligations of DTC, the City and the Paying Agent (if any) with respect to the payment and transfer of the Refunding Bonds; (ii) an agreement with the Escrow Agent with such changes as may be approved by the foregoing officers of the City with respect to the matters described in Section 11 hereof, if any; and (iii) an agreement with a verification agent to verify the sufficiency of the escrow created by the Escrow Deposit Agreement to refund the outstanding Refunded Bonds. The City agrees to comply with all obligations set forth in each such agreement.
18. Filing of Ordinances and Resolution. The City Clerk of the City is hereby authorized and directed to cause certified copies of the Ordinance and this Resolution to be filed with the Local Finance Board, and to arrange for the required endorsement thereon by the Local Finance Board in accordance with applicable law.
19. Tax Covenant. The City hereby covenants with the holders from time to time of the Refunding Bonds that it will make no investment or other use of the proceeds of the Refunding Bonds or take any other action (or refrain from taking such action) which would cause the Refunding Bonds to be “arbitrage bonds” within the meaning of the Internal Revenue Code of 1986, as amended, or under any similar statutory provision or any rule or regulation promulgated thereunder (the “Code”), or would cause interest on the Refunding Bonds not to be excludable from gross income for federal income tax purposes, and that it will comply with the requirements of the Code and said regulations throughout the term of the Refunding Bonds.
20. Authorizations. All other details or requirements of the Local Bond Law shall be determined and approved by the Chief Financial Officer or Assistant Chief Financial Officer of the City, upon consultation with Bond Counsel and the Municipal Advisor, such approval to be conclusively evidenced by her or his execution of the Refunding Bonds as provided herein.
21. Pledge of City. The full faith and credit of the City are hereby pledged for the payment of the principal of and interest on the Refunding Bonds. The Refunding Bonds shall be direct obligations of the City, and the City shall be obligated to levy ad valorem taxes upon all the taxable property within the City for the payment of the principal of and interest on the Refunding Bonds without limitation as to rate or amount.
22. Ratings and Insurance. The Chief Financial Officer or Assistant Chief Financial Officer of the City are each hereby authorized and directed, upon consultation with Bond Counsel, the Underwriter, and the Municipal Advisor, to submit information and financial data on the City to (i) municipal bond rating agencies, and (ii) municipal bond insurance companies so long as the purchase of municipal bond insurance for the Refunding Bonds is cost effective in the marketing of the Refunding Bonds to reduce the interest costs to the City and, if so, then to execute and deliver a commitment for municipal bond insurance (the “Commitment”) with a bond insurer to insure the regularly scheduled payment of principal of and interest on the Refunding Bonds; and each are further authorized and directed to carry out the terms and conditions contained in the Commitment and to execute and deliver all documents, agreements and conditions in connection with the issuance of the Refunding Bonds and the Commitment.
23. Continuing Disclosure. The City hereby covenants and agrees to comply with the secondary market disclosure requirements of Rule 15c2-12, as amended (the “Rule”), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and agrees to covenant to such compliance in a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”), substantially in the form attached hereto as Exhibit E (with such changes, revisions or alterations thereto as may be approved by the officer executing the Continuing Disclosure Certificate after consultation with Bond Counsel and the Municipal Advisor). In connection therewith, the Mayor and/or Chief Financial Officer or Assistant Chief Financial Officer of the City, in consultation with Bond Counsel and the Municipal Advisor, are each hereby authorized and directed to enter into and execute the Continuing Disclosure Certificate, evidencing the contractual undertaking of the City to comply with the requirements of the Rule, and to deliver the Continuing Disclosure Certificate to the Underwriter in connection with the offer and sale of the Refunding Bonds. Notwithstanding the foregoing, failure of the City to comply with the Continuing Disclosure Certificate shall not be considered a default on the Refunding Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance, to cause the City to comply with its obligations hereunder and thereunder. The Mayor of the City, the Chief Financial Officer or Assistant Chief Financial Officer of the City, the Clerk of the City or any other City official are each hereby authorized and directed to execute and deliver all certificates, documents and agreements in connection therewith and to file budgetary, financial and operating data on an annual basis and notices of certain enumerated events as required to comply with, and in accordance with, the provisions of the Rule.
24. Effective Date. This Resolution shall take effect immediately.
STATEMENT
Resolution providing for the issuance and sale of not to exceed $31,000,000.00 of Qualified General Obligation Refunding Bonds, consisting of $29,000,000.00 Qualified General Improvement Refunding Bonds, Series 2025A and $2,000,000.00 Qualified School Refunding Bonds, Series 2025B.