Title
Dept/ Agency: Finance
Action: ( X ) Ratifying (X) Authorizing ( ) Amending
Type of Service: Preliminary/Final Official Statement, Continuing Disclosure Certificate and Note Purchase Agreement for Issuance of Notes
Purpose: Approving official statement, Continuing Disclosure Certificate and Note Purchase Agreement for sale of bond anticipation notes and school promissory notes
Amount to be Financed: $19,200,000.00
Project Information:
(Description/ Project No./Amount Appropriated/Ordinance No.)
Bond Anticipation Notes and School Promissory Notes for previously authorized projects
Additional Information:
body
RESOLUTION OF THE CITY OF NEWARK AUTHORIZING THE CIRCULATION OF A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF THE CITY'S BOND ANTICIPATION NOTES AND SCHOOL PROMISSORY NOTES IN AN AGGREGATE AMOUNT NOT EXCEEDING $19,200,000. AND APPROVING A NOTE PURCHASE AGREEMENT AND A CONTINUING DISCLOSURE CERTIFICATE WITH RESPECT TO SAID NOTES OF THE CITY, AND AUTHORIZING AND/OR RATIFYING OTHER ACTIONS IN CONNECTION THEREWITH.
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 bonds and/or bond anticipation notes of the City: Ordinance No. 6S&FCfinally adopted by the Municipal Council of the City on November 14, 2005, as amended by Ordinance No. 6PSF-a finally adopted by the Municipal Council on September 2, 2009; Ordinance No. 6S&FA finally adopted by the Municipal Council of the City on May 17, 2006; and Ordinance No. 6S&FA(S-2) finally adopted by the Municipal Council of the City on October 23, 2007 as amended by Ordinance No. 6PSF-a finally adopted by the Municipal Council on September 2, 2009 (collectively, the "BAN Ordinances"); and
WHEREAS, the Municipal Council of the City has previously adopted Ordinance No. 6S&FA finally adopted by the Municipal Council on April 6, 2005, as amended by Ordinance No. 6S&FN finally adopted by the Municipal Council on April 19, 2006, as amended by Ordinance No. 6S&FH finally adopted by the Municipal Council on September 19, 2007 and amended by Ordinance No. 6PhS&Fj finally adopted by the Municipal Council on June 4, 2008 (collectively, the "School Ordinance" and together with the BAN Ordinances, the "Ordinances"); and
WHEREAS, the City intends to issue its Bond Anticipation Notes, on a tax-exempt and/or taxable basis, in an aggregate amount not to exceed $14,000,000 (the "Bond Anticipation Notes") under the BAN Ordinances for the purpose of financing various capital improvements of the City; and
WHEREAS, the City intends to issue its School Promissory Notes, in an aggregate amount not to exceed $5,200,000 (the "School Notes") under the School Ordinance for the purpose of financing various school projects on behalf of the State Operated School District of the City of Newark; and
WHEREAS, the City has received and/or expects to receive an offer to purchase the Bond Anticipation Notes and the School Promissory Notes (collectively, the "Notes") from such purchaser and/or underwriter as approved by the Director of Finance (the "Underwriter") upon such terms and conditions as set forth in a note purchase agreement (the "Purchase Contract") by and between the City and the Underwriter, the form of which is attached hereto as Exhibit C and incorporated herein by reference; and
WHEREAS, the City presently intends to issue the Notes, in an aggregate amount not to exceed $19,200,000. on or about June 27, 2012; and
WHEREAS, all matters pertaining to the sale of the Notes have been delegated by the Ordinances to the Director of Finance of the City; and
WHEREAS, the Director of Finance requested qualifications from potential purchasers and/or underwriters for the Notes, and has evaluated the submissions received from various investment banking firms in response to such solicitation; and
WHEREAS, in connection with the offering and sale of the Notes, the City intends to circulate a Preliminary Official Statement and a final Official Statement setting forth certain information relating to the City and the Notes, and the City also intends to enter into a Continuing Disclosure Certificate.
NOW, THEREFORE, BE IT RESOLVED BY THE MUNICIPAL COUNCIL OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, NEW JERSEY, AS FOLLOWS:
SECTION 1. Authorization for Official Statement. The distribution by the City, and its financial advisor, of a Preliminary Official Statement relating to the Notes (a draft of which is attached hereto as Exhibit A and shall be filed with the records of the City) is hereby authorized in substantially such form, 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 is hereby authorized to deem the Preliminary Official Statement "final" within the meaning of Rule 15c2-12 of the Rules of the Securities and Exchange Commission and to execute and deliver a certificate to that effect. The Business Administrator or Director of Finance is hereby authorized to approve the contents and terms of the final Official Statement in respect of the aforementioned notes in substantially the form of the Preliminary Official Statement. The Business Administrator or Director of Finance is hereby authorized to sign 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 and the City officer executing the same may approve, such approval to be evidenced by such City officer's execution thereof.
SECTION 2. Continuing Disclosure. The form of the Continuing Disclosure Certificate in substantially the form attached hereto as Exhibit B is hereby approved, and the execution of a Continuing Disclosure Certificate by the Director of Finance 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 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 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 3. PurchaseAgreement. The form of the Purchase Agreement in substantially the form attached hereto as Exhibit C is hereby approved, and the execution of a Purchase Agreement by the Director of Finance of the City is hereby authorized with such changes as may be approved by the Director of Finance, based upon the advice of Bond Counsel and the City's financial advisor. Following execution, the fully executed Purchase Agreement shall be filed with the City Clerk.
Section 4. Further Action. On behalf of the City, the appropriate representatives 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 and delivery of the Notes, including, but not limited to the execution of all tax certificates and other closing documentation. All such actions heretofore taken are hereby ratified, approved and confirmed.
Section 5. Effective Date. This Resolution shall take effect upon adoption.
STATEMENT
This Resolution ratifies and approves the distribution of a Preliminary Official Statement and Final Official Statement and the forms of a Note Purchase Agreement and Continuing Disclosure Certificate regarding the sale of the City's Bond Anticipation Notes and School Promissory Notes, on a tax-exempt and/or taxable basis, in an aggregate amount not exceeding $19,200,000.
CERTIFICATE
I, Robert P. Marasco, Clerk of the City of Newark, in the County of Essex, New Jersey, HERBY CERTIFY that the foregoing annexed extract from the minutes of the meeting of the governing body of the City duly called and held on _______________, 2012 has been compared by me with the original minutes as officially recorded in my office in the Minute Book of the governing body and is a true, complete and correct copy thereof and of the whole of the original minutes so far as they relate to the subject matters referred to in the extract.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the City this ____ day of __________, 2012.
_________________________________
[SEAL] ROBERT P. MARASCO, City Clerk
EXHIBIT A
EXHIBIT B
EXHIBIT C