Title
Dept/ Agency: Finance
Action: ( ) Ratifying (X) Authorizing ( ) Amending
Purpose: Approving Form of Sale of City-Secured Bonds
Amount to be Financed: $18,400,000.00
Source of Appropriation: Bond Anticipation Notes
Purchaser:
Project Information:
(Description/ Project No./ Amount Appropriated/Ordinance No.)
RESOLUTION DETERMINING CERTAIN MATTERS IN CONNECTION WITH THE SALE OF NOT TO EXCEED $18,400,000.00 AGGREGATE PRINCIPAL AMOUNT OF TAX APPEAL REFUNDING NOTES, SPECIAL EMERGENCY NOTES AND REFUNDING NOTES OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY
Additional Information:
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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 No. 6PS&Fa(S-1) finally adopted by the Municipal Council of the City on December 9, 2008, Ordinance No. 6PSF-d finally adopted by the Municipal Council of the City on November 22, 2011, Ordinance No. 6PSF-e finally adopted by the Municipal Council of the City on October 15, 2014 and Ordinance No. 6PSF-d finally adopted by the Municipal Council of the City on October 21, 2015 (collectively, the "TARN Ordinances"); and
WHEREAS, the Municipal Council of the City has previously adopted the following ordinance and resolution which authorized the issuance of special emergency notes of the City: Ordinance No. 6PSF-g finally adopted by the Municipal Council of the City on June 2, 2011; and Resolution No. 7R1-j adopted by the Municipal Council of the City on September 8, 2011 (collectively, the "SEN Legislation"); and
WHEREAS, the Municipal Council of the City has previously adopted the following ordinance which authorized the issuance of refunding notes of the City: Ordinance No. 6PFSF-d(S) finally adopted by the Municipal Council of the City on July 23, 2013 (the "Refunding 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 $14,634,000.00 (collectively, the "2015 TARNS" or “Series 2015B”) under the TARN Ordinances for the purpose of (i) refunding a portion of the City's $11,316,000.00 Tax Appeal Refunding Notes, Series 2014D, which were issued on December 9, 2014 and mature on December 8, 2015, and used to finance certain tax appeals; (ii) providing funds for the payment of real property tax appeal refunds due and owing from the City; and (iii) paying costs of issuance with respect thereto; and
WHEREAS, the City intends to issue its Special Emergency Notes in one or more series, on a tax-exempt and/or taxable basis, in an aggregate amount not to exceed $1,378,000.00 (collectively, the "2015 SENs" or “Series 2015C”) under the SEN Legislation for the purpose of refunding a portion of the City's $2,765,000.00 Special Emergency Notes, Series 2014E which were issued on December 9, 2014 and mature on December 8, 2015 and used to refinance the payment by the City of contractually required severance liabilities resulting from the layoff or retirement of City employees; and
WHEREAS, the City intends to issue its Refunding Notes in one or more series, and on a tax-exempt and/or taxable basis, in an aggregate amount not to exceed $2,388,000.00 (collectively, the "2015 Refunding Notes" or “Series 2015D”, and together with the 2015 TARNs and the 2015 SENs, hereinafter referred to as the "Notes") under the Refunding Ordinance for the purpose of refunding a portion of the City's $3,583,000.00 Emergency Notes, Series 2014F which were issued on December 9, 2014 and mature on December 8, 2105, and used to provide funds to pay the costs of certain expenses incurred by the City as a result of Hurricane Sandy, and to pay costs of issuance related thereto; 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, the City presently intends to issue the 2015 TARNs, the 2015 SENs and the 2015 Refunding Notes, in an aggregate amount not to exceed $18,400,000.00 on or about December 7, 2015; and
WHEREAS, all matters pertaining to the sale of the 2015 TARNs, the 2015 SENs and the 2015 Refunding Notes, have been delegated by the TARN Ordinances, the SEN Legislation and the Refunding Ordinance, respectively, to the Director of Finance or Chief Financial Officer of the City; and
WHEREAS, the City has received and/or expects to receive offer(s) to purchase the Notes from such purchaser(s) and/or underwriter(s) as approved by the Director of Finance (collectively, the "Underwriters") upon such terms and conditions as set forth in one or more note purchase agreements (collectively, the "Note Purchase Contract") by and between the City and the Underwriters, the form of which is attached hereto as Exhibit C and incorporated herein by reference; and
WHEREAS, in connection with the offering and sale of the Notes, the City intends to circulate a Preliminary Official Statement and 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, STATE OF NEW JERSEY,THAT:
Section 1. Confirmation of Intention to Issue Notes. Pursuant to the provisions of the TARN Ordinances, the SEN Legislation and the Refunding Ordinances, the Director of Finance and Chief Financial Officer, is hereby authorized and directed to issue, sell and deliver the Notes in accordance with this Resolution. The Notes will be dated December 7, 2015 and will mature December 6, 2016.
Section 2. 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 which Preliminary Official Statement 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, Director of Finance or Chief Financial Officer is hereby authorized and directed 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, Director of Finance or 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 notes in substantially the form of the Preliminary Official Statement. The Business Administrator, Director of Finance or Chief Financial Officer are each hereby authorized and directed 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 3. 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 such Continuing Disclosure Certificate by the Director of Finance or 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(s) 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(s) 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 4. Purchase Contract. The form of the Note Purchase Contract in substantially the form attached hereto as Exhibit C is hereby approved, and the execution of a Note Purchase Contract by the Director of Finance or Chief Financial Officer of the City is hereby authorized with such changes as may be approved by the Director of Finance or Chief Financial Officer, based upon the advice of Bond Counsel and the City's financial advisor. Following execution, the fully executed Note Purchase Contract shall be filed with the City Clerk.
Section 5. Further Action. Any matter relating to the award, sale or execution of the Notes which has been delegated by the TARN Ordinance, the SEN Legislation, the Refunding Ordinance to either the Director of Finance or the Chief Financial Officer may be performed by either said officer. In the event of the vacancy or unavailability of both the Director of Finance and the Chief Financial Officer, any such power may be performed, and any document authorized by this Resolution may be executed, by the Treasurer or the Controller. 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 and delivery of the 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 November 18, 2015, the effective date of Ordinance No. 6PSF-d finally adopted by the Municipal Council of the City of Newark on October 21, 2015 and published as required by law.
STATEMENT
This Resolution approves the distribution of a Preliminary Official Statement and Final Official Statements and the form of a Note Purchase Contract and Continuing Disclosure Certificate regarding the sale of the City's Tax Appeal Refunding Notes, Special Emergency Notes and Refunding Notes, in one or more series, and on a tax-exempt and/or taxable basis, in an aggregate amount not exceeding $18,400,000.00.