Title
Dept/ Agency: Finance
Action: ( ) Ratifying (X) Authorizing ( ) Amending
Purpose: Confirming Bond Sale
Amount to be Financed: $5,100,000.00
Source of Appropriation: Bond Anticipation Notes
Purchaser: Open Market
Project Information:
(Description/ Project No./Amount Appropriated/Ordinance No.)
RESOLUTION OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY (THE “CITY”) AUTHORIZING AND APPROVING (A) THE SALE AND ISSUANCE OF GENERAL CAPITAL IMPROVEMENT BOND ANTICIPATION NOTES, SERIES 2025A (ECIA PROPERTY ACQUISITION) (FEDERALLY TAXABLE) OF THE CITY, (B) THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT IN CONNECTION THEREWITH, (C) THE ENTERING INTO AND EXECUTION OF A CONTINUING DISCLOSURE CERTIFICATE WITH RESPECT TO SAID TAXABLE NOTES, AND (D) CITY OFFICIALS TO UNDERTAKE OTHER ACTIONS IN CONNECTION THEREWITH
Additional Information:
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WHEREAS, the City of Newark, in the County of Essex, State of New Jersey (the "City"), has heretofore issued $5,200,000.00 General Capital Improvement Bond Anticipation Notes (ECIA Property Acquisition) (Federally Taxable), Series 2024A (the “Prior Taxable Notes”) on February 15, 2024, which Prior Taxable Notes mature on February 14, 2025; and
WHEREAS, the Prior Taxable Notes were issued to currently refund a portion of the City’s General Capital Improvement Bond Anticipation Notes (ECIA Property Acquisition) (Federally Taxable), Series 2023A and to pay costs associated with the issuance of the Prior Taxable Notes, which Prior Taxable Notes were originally issued on February 28, 2019 to refinance the acquisition of title to several properties and buildings, including the improvements thereon, owned by the Essex County Improvement Authority, and to pay certain costs and expenses incidental to the issuance and delivery of such notes; and
WHEREAS, the City desires to sell and issue $5,100,000.00 General Capital Improvement Bond Anticipation Notes, Series 2025A (ECIA Property Acquisition) (Federally Taxable) (the “Taxable Notes”) to refund, together with a 2025 budgetary appropriation of the City in the amount of $100,000.00, the Prior Taxable Notes, all pursuant to the provisions of the Local Bond Law of the State of New Jersey, 40A:2-1 et seq, as amended and supplemented (the “Local Bond Law”), specifically N.J.S.A. 40A:2-28, the Bond Ordinance (as defined below), and this resolution (the “Resolution”); and
WHEREAS, the City now wishes to authorize, approve, effectuate, and implement the issuance of the Taxable Notes and any and all actions related thereto via the adoption of this Resolution; and
WHEREAS, pursuant to, and in accordance with, (i) the Local Bond Law and (ii) bond ordinance number 6PSF-a(s) duly adopted on November 27, 2018 by the Municipal Council of the City, approved by the Mayor, and published as required by law (the “Bond Ordinance”), the City is seeking to authorize the sale, issuance, execution and delivery of the Taxable Notes; and
WHEREAS, the City, in order to issue the Taxable Notes at competitive market rates, seeks to, among other things, authorize the preparation and distribution of a Preliminary Official Statement (as hereinafter defined) and an Official Statement (as hereinafter defined); and
WHEREAS, the City, also seeks to, among other things, authorize the preparation, execution and delivery of, as applicable, the Taxable Notes, a Preliminary Official Statement, an Official Statement, a Continuing Disclosure Certificate (as hereinafter defined), and any other agreements or documents required for the authorization, sale, issuance, execution and delivery of the Taxable Notes.
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. The recitals set forth above are incorporated herein as if fully set forth herein.
2. Authorization of Taxable Notes. The City is hereby authorized to issue the not to exceed $5,100,000.00 Taxable Notes.
Pursuant to the provisions of the Local Bond Law and the Bond Ordinance, the Director of Finance/Chief Financial Officer or the Assistant Director of Finance/Chief Financial Officer of the City are each hereby authorized and directed to sell, issue, execute and deliver the Taxable Notes in accordance with the Bond Ordinance and this Resolution. The Taxable Notes will be dated their date of delivery and shall mature not later than one (1) year from their date as shall be determined by the Director of Finance/Chief Financial Officer or the Assistant Director of Finance/Chief Financial Officer. The Taxable Notes may be renewed from time to time in accordance with the provisions of the Local Bond Law. The Taxable Notes shall not be subject to redemption prior to maturity.
3. The Director of Finance/Chief Financial Officer or the Assistant Director of Finance/Chief Financial Officer are each hereby authorized, in accordance with the Bond Ordinance, to sell the Taxable Notes on a competitive basis and to award the Taxable Notes to the bidder based upon the submission by such bidder of a conforming bid of the lowest net interest cost or true interest cost as may be determined by the Director of Finance/Chief Financial Officer or the Assistant Director of Finance/Chief Financial Officer. The Director of Finance/Chief Financial Officer or the Assistant Director of Finance/Chief Financial Officer are each also authorized, at his or her discretion, and based upon the advice of Wilentz, Goldman & Spitzer, P.A., bond counsel to the City (“Bond Counsel”) and NW Financial Group, LLC, the municipal advisor to the City (the “Municipal Advisor”), in accordance with the applicable provisions of the Bond Ordinance, to offer and sell the Taxable Notes on a negotiated basis.
4. Authorization for Official Statement. The preparation by the City and the Municipal Advisor of a Preliminary Official Statement (the “Preliminary Official Statement”) relating to the Taxable Notes is hereby authorized. The distribution by the City of the Preliminary Official Statement, in substantially the form attached hereto as Exhibit A, to be used in connection with the marketing and sale of the Taxable Notes, is hereby authorized and approved, with such insertions, deletions and changes therein and any supplements thereto as Bond Counsel and the Municipal Advisor to the City may advise and recommend and an Authorized Officer of the City (as hereinafter defined) may approve. The Mayor, City Administrator, Director of Finance/Chief Financial Officer, and Assistant Director of Finance/Chief Financial Officer of the City (each an “Authorized Officer(s)”) are each hereby authorized and directed, on behalf of the City, to execute and deliver a certificate that “deems final” the Preliminary Official Statement in accordance with the Rule (as hereinafter defined).
After the sale of the Taxable Notes, the Preliminary Official Statement shall be modified to reflect the effect of the sale of the Taxable Notes and any other revisions not inconsistent with the substance thereof; and said Preliminary Official Statement, deemed “final” by an Authorized Officer in accordance with the Rule, as so modified, shall constitute the final Official Statement (the “Official Statement”). The Authorized Officers are each hereby authorized and directed on behalf of the City to execute and deliver said Official Statement.
5. Authorization for Notice of Sale. The Director of Finance/Chief Financial Officer or Assistant Director of Finance/Chief Financial Officer of the City is hereby delegated, authorized and directed, on behalf of the City, to sell and award the Taxable Notes to the successful bidder therefor pursuant to the terms and conditions of a Notice of Sale for the Taxable Notes (the “Notice of Sale for Taxable Notes”). The form of the Notice of Sale for Taxable Notes in substantially the form attached hereto as Exhibit B is hereby approved, and the execution of a Notice of Sale for Taxable Notes by the Director of Finance/Chief Financial Officer or Assistant 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 or the Assistant Director of Finance/Chief Financial Officer, in consultation with Bond Counsel and/or the Municipal Advisor. The Municipal Advisor and Bond Counsel are each authorized to distribute the Notice of Sale for Taxable Notes in connection with the offering, marketing, and sale of the Taxable Notes.
6. Prior Actions and Execution of Taxable Notes. All actions taken to date by the Authorized Officers, employees, professionals and agents of the City, including Bond Counsel, the Municipal Advisor, and the Auditor (as hereinafter defined), with respect to the authorization, sale, issuance, execution and delivery of the Taxable Notes, including, but not limited to, submissions and applications to rating agencies and the distribution and dissemination of the Preliminary Official Statement and the Notice of Sale for Taxable Notes, as applicable, are hereby approved, ratified, adopted and confirmed, and each Authorized Officer is hereby authorized and directed to execute and deliver the Taxable Notes and any such agreements, documents or submissions required for the authorization, sale, issuance, execution and delivery of the Taxable Notes, and the City Clerk or Deputy Clerk is hereby authorized and directed to attest to the signatures of the Authorized Officers and to affix, imprint or reproduce the seal of the City on such Taxable Notes and, as applicable, on any such agreements, documents or submissions related to the authorization, sale, issuance, execution and delivery of the Taxable Notes. All Taxable Notes issued pursuant to this Resolution shall be executed by the Director of Finance/Chief Financial Officer or Assistant Director of Finance/Chief Financial Officer and the Mayor of the City, or such other Authorized Officer, under the seal of the City and attested by the City Clerk or Deputy City Clerk. The Authorized Officers are each hereby authorized and directed to execute and deliver all documents, certificates, agreements, and instruments necessary or convenient in connection with the authorization, sale, issuance, execution and delivery of the Taxable Notes.
7. All other details or requirements of, as applicable, the Bond Ordinance and the Local Bond Law shall be determined and approved by an Authorized Officer of the City, upon consultation with Bond Counsel, the Municipal Advisor, and Samuel Klein and Company, CPAs, Auditor to the City (the “Auditor”), and such approvals are to be conclusively evidenced by his or her execution of the Taxable Notes as provided herein or on any other document, certificate, agreement or instrument related to the authorization, sale, issuance, execution and delivery of the Taxable Notes.
8. 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, as required, in a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”), in substantially the form attached hereto as Exhibit C. In connection therewith, an Authorized Officer of the City, in consultation with Bond Counsel, the Municipal Advisor, and the Auditor to the City, is 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 in connection with the offer and sale of the Taxable Notes. Notwithstanding the foregoing, failure of the City to comply with the covenants set forth in the Continuing Disclosure Certificate shall not be considered a default on the Taxable Notes; however, any Taxable Noteholder 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 Authorized Officers, and any professionals or agents of the City acting on its behalf, are each hereby authorized and directed to execute and deliver all certificates, documents and agreements in connection therewith and, if necessary, 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.
9. Rating. The Director of Finance/Chief Financial Officer or the Assistant Director of Finance/Chief Financial Officer of the City are each hereby authorized and directed, upon consultation with Bond Counsel, the Municipal Advisor, and the Auditor to the City, to, if applicable, submit information and financial data on the City to ratings agencies to obtain a rating on the Taxable Notes.
10. Tax Matters. If and to the extent that the Taxable Notes are issued as tax exempt obligations (which determination shall be made prior to sale), the City shall covenant in a Tax and Arbitrage Certificate (the “Tax Certificate”) that it will comply with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and that it will take no action or omit to take any action that would cause the interest on such notes, if applicable, to lose their tax exemption under the Code. The Director of Finance/Chief Finance Officer and Assistant Director of Finance/Chief Financial Officer of the City are each hereby authorized and directed to execute and deliver a Tax Certificate, as and if applicable, in connection with the issuance and closing of such notes only if such notes are issued on a tax-exempt basis.
11. The Director of Finance/Chief Financial Officer and the Assistant Director of Finance/Chief Financial Officer of the City are each hereby authorized and directed to determine all matters and terms in connection with the sale and issuance of the Taxable Notes, as applicable (including adjusting the principal amount of the Taxable Notes (not in excess of the amount authorized in Section 2 hereof)), the terms set forth in the Notice of Sale for Taxable Notes, and/or any matters set forth in this Resolution that are deemed necessary and advisable to change by the Director of Finance/Chief Financial Officer or the Assistant Director of Finance/Chief Financial Officer of the City in consultation with Bond Counsel, the Municipal Advisor, and the Auditor, prior to the sale or closing of the Taxable Notes.
12. Further Action. The sale and issuance of the Taxable Notes is hereby authorized and approved. The terms and provisions of the Taxable Notes (including, without limitation, registered or book-entry form, the aggregate principal amount, the maturity date, interest rate and redemption provisions) shall be determined by the Director of Finance/Chief Financial Officer or the Assistant Director of Finance/Chief Financial Officer of the City as authorized by the Local Bond Law and the Bond Ordinance heretofore adopted by the Municipal Council, and this Resolution. The Authorized Officers are each authorized and directed to take all actions which are necessary or convenient to effectuate the terms of this Resolution and the issuance, sale and delivery of the Taxable Notes, including, but not limited to, the execution and delivery of the Continuing Disclosure Certificate, the Tax Certificate (only if necessary as and to the extent the Taxable Notes are issued on a tax-exempt basis), and closing certificates, documents, agreements, instruments, and opinions in connection therewith, in consultation with, and upon the advice of, Bond Counsel, the Municipal Advisor, and the Auditor. The Authorized Officers are hereby authorized and directed to execute and deliver all documents necessary or convenient in connection with the issuance, sale and delivery of the Taxable Notes. All such actions heretofore or hereafter taken by the Authorized Officers and professionals of the City are hereby ratified, approved, and confirmed.
13. Pledge of the City. The full faith and credit of the City are hereby pledged to the punctual payment of the principal of and the interest on the Taxable Notes authorized by this Resolution. The Taxable Notes shall be direct, unlimited obligations of the City. The City shall have the power and be obligated to levy ad valorem taxes upon all taxable property within the City for the payment of such Taxable Notes and interest thereon, without limitation as to rate or amount.
14. Effective Date. This Resolution shall take effect immediately upon adoption.
STATEMENT
Resolution authorizing and approving the sale and issuance of General Capital Improvement Bond Anticipation notes, Series 2025A, the preparation and distribution of a Preliminary Official Statement and Final Official Statement, entering into an executing a Continuing Disclosure Certificate, and undertaking other actions in connection therewith.