Title
Dept/ Agency: Finance
Action: ( ) Ratifying (X) Authorizing ( ) Amending
Purpose: Confirming Bond Sale
Amount to be Financed: $805,000.00
Source of Appropriation: Bonds
Purchaser: New Jersey Environmental Infrastructure Bank
Project Information:
(Description/ Project No./Amount Appropriated/Ordinance No.)
RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF NOT EXCEEDING $805,000.00 SEWER UTILITY BONDS, SERIES 2025, OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY, AND PROVIDING FOR THEIR SALE TO THE NEW JERSEY INFRASTRUCTURE BANK AND THE STATE OF NEW JERSEY PURSUANT TO THE STATE FISCAL YEAR 2025 NEW JERSEY WATER BANK ENVIRONMENTAL INFRASTRUCTURE FINANCING PROGRAM
Additional Information:
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WHEREAS, the City of Newark (the "Local Unit"), in the County of Essex, State of New Jersey, is a member municipality of and participant in the Joint Meeting of Essex and Union Counties (the “Joint Meeting”), which has determined that there exists a need that affects the Joint Meeting and its participants requiring the Local Unit to finance or refinance the acquisition, construction, renovation or installation of a project and has assessed the Local Unit for its share of the costs of such project, such share of the project (the "Project"), as defined in each of (i) that certain Loan Agreement (the "I-Bank Loan Agreement") to be entered into by and among the Local Unit, the Joint Meeting and the New Jersey Infrastructure Bank (the "I-Bank") and (ii) that certain Loan Agreement (the "Fund Loan Agreement", and together with the I-Bank Loan Agreement, the "Loan Agreements") to be entered into by and among the Local Unit, the Joint Meeting and the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection (the "State"), all pursuant to the State Fiscal Year 2025 New Jersey Water Bank Environmental Infrastructure Financing Program; and
WHEREAS, the Local Unit has determined to finance or refinance the acquisition, construction, renovation or installation of the Project with the proceeds of a loan to be made by each of the I-Bank (the "I-Bank Loan") and the State (the "Fund Loan", and together with the I-Bank Loan, the "Loans") pursuant to the I-Bank Loan Agreement and the Fund Loan Agreement, respectively; and
WHEREAS, to evidence and secure the Loans, each of the I-Bank and the State require the Local Unit to authorize, execute, attest and deliver the Local Unit's Sewer Utility Bonds, Series 2025, to the I-Bank (the "I-Bank Loan Bond") and Sewer Utility Bonds, Series 2025, to the State (the "Fund Loan Bond", and together with the I-Bank Loan Bond, the "Local Unit Bonds") in an aggregate principal amount not to exceed $805,000.00, pursuant to the terms of the Local Bond Law of the State of New Jersey, constituting Chapter 2 of Title 40A of the Revised Statutes of the State of New Jersey (the "Local Bond Law"), other applicable law and the Loan Agreements; and
WHEREAS, Section 27(a)(2) of the Local Bond Law allows for the sale of the I-Bank Loan Bond and the Fund Loan Bond to the I-Bank and the State, respectively, without any public offering, and N.J.S.A. 58:11B-9(a) allows for the sale of the I-Bank Loan Bond to the I-Bank without any public offering, all pursuant to the terms and conditions set forth herein.
NOW THEREFORE, BE IT RESOLVED BY THE MUNICIPAL COUNCIL OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, NEW JERSEY, THAT:
1. In accordance with Section 27(a)(2) of the Local Bond Law and N.J.S.A. 58:11B-9(a), the Local Unit hereby authorizes the issuance, sale and award its I-Bank Loan Bond to the I-Bank and its Fund Loan Bond to the State, in a total aggregate principal amount not to exceed $805,000.00, all in accordance with the provisions hereof. The obligations represented by the Local Unit Bonds have been appropriated and authorized by bond ordinance #6PFS-H December 19, 2018 of the Local Unit, which bond ordinance is entitled "BOND ORDINANCE PROVIDING FOR THE LOCAL UNIT’S ALLOCABLE SHARE OF CAPITAL IMPROVEMENT PROJECTS FOR THE JOINT MEETING OF ESSEX AND UNION COUNTIES, BY AND IN THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY (THE “LOCAL UNIT”); APPROPRIATING $1,350,000.00 THEREFOR AND AUTHORIZING THE ISSUANCE OF $1,350,000.00 BONDS OR NOTES TO FINANCE THE COST THEREOF" and was finally adopted by the Local Unit at a meeting duly called and held on December 19, 2018, at which time a quorum was present and acted throughout, all pursuant to the terms of the Local Bond Law and other applicable law.
2. The Chief Financial Officer of the Local Unit (the "Chief Financial Officer") is hereby authorized to determine, in accordance with the Local Bond Law and pursuant to the terms and provisions established by the I-Bank and the State pursuant to the Loan Agreements and the terms and provisions hereof, the following terms with respect to the I-Bank Loan Bond and the Fund Loan Bond:
(a) The aggregate principal amounts of each of the I-Bank Loan Bond and the Fund Loan Bond to be issued, which total aggregate principal amount of the Local Unit Bonds to be issued shall not exceed $805,000.00;
(b) The maturity and annual principal installments of each of the Local Unit Bonds, which maturity shall not exceed thirty (30) years;
(c) The date of each of the Local Unit Bonds;
(d) The interest rates of each of the Local Unit Bonds;
(e) The purchase price for each of the Local Unit Bonds; and
(f) The terms and conditions under which the Local Unit Bonds shall be subject to redemption prior to their stated maturities.
3. Any determination made by the Chief Financial Officer pursuant to the terms hereof shall be conclusively evidenced by the execution and attestation of the Local Unit Bonds by the parties authorized pursuant to Section 4(c) hereof.
4. The Local Unit hereby determines that certain terms of the Local Unit Bonds shall be as follows:
(a) The I-Bank Loan Bond shall be issued in a single denomination and shall be numbered R-1. The Fund Loan Bond shall be issued in a single denomination and shall be numbered R-2;
(b) The Local Unit Bonds shall be issued in fully registered form and shall be payable to the registered owners thereof as to both principal and interest in lawful money of the United States of America; and
(c) The Local Unit Bonds shall be executed by the manual or facsimile signatures of the Mayor and the Chief Financial Officer under official seal or facsimile thereof affixed, imprinted, engraved or reproduced thereon and attested by the manual signature of the Local Unit City Clerk.
5. The I-Bank Loan Bond and the Fund Loan Bond shall be substantially in the form set forth in the I-Bank Loan Agreement and the Fund Loan Agreement, respectively.
6. The law firm of DeCotiis, Fitzpatrick, Cole & Giblin, LLP is hereby authorized to arrange for the printing of the Local Unit Bonds, which law firm may authorize McCarter & English, LLP, bond counsel to the I-Bank for the Program, to arrange for same. The Local Unit auditor is hereby authorized to prepare the financial information necessary in connection with the issuance of the Local Unit Bonds. The Mayor, the Chief Financial Officer and the Local Unit City Clerk are hereby authorized to execute any certificates necessary or desirable in connection with the issuance and sale of the Local Unit Bonds and provision of financial and other information related to the Local Unit.
7. The Chief Financial Officer has been delegated complete authority to determine the final terms of the Local Unit Bond in accordance with the terms and conditions established by the I-Bank and the State under the Loan Agreements and the terms and conditions hereof and the terms of the Local Unit Bonds authorized to be set forth by the Chief Financial Officer in accordance with Section 2 hereof shall be determined by the execution and delivery of an award certificate by the Chief Financial Officer.
8. The Mayor and the Chief Financial Officer are hereby severally authorized to execute any certificates or documents necessary or desirable in connection with the issuance, sale and award of the Local Unit Bonds, and are further authorized to deliver same to the I-Bank and the State, respectively, upon delivery of the Local Unit Bonds and the receipt of payment therefor in accordance with the respective Loan Agreements.
9. In the event the I-Bank requires that the Local Unit Bonds be issued as “qualified bonds” under, and be entitled to the benefits of, the Municipal Qualified Bond Act, N.J.S.A. 40A:3-1 et seq., the Local Unit shall comply in all respects with the Resolutions of the Local Finance Board adopted on December 12, 2018 in connection therewith. If the Local Unit Bonds are issued as qualified bonds, the City hereby acknowledges and recognizes that the provisos as contained in said Local Finance Board resolutions shall constitute binding obligations upon all officials of the City, the Chief Financial Officer of the City is authorized and directed to certify to the State Treasurer the name and address of the Paying Agent, the maturity schedules, the interest rate(s) and the dates of payment of debt service on the Local Unit Bonds within ten (10) days after the issuance of the Local Unit Bonds, and the Local Unit Bonds shall be designated as Qualified Sewer Utility Bonds, Series 2025.
10. This resolution shall take effect immediately.
11. Upon the adoption hereof, the Local Unit City Clerk shall forward certified copies of this resolution to William R. Mayer, Esq., DeCotiis, Fitzpatrick, Cole & Giblin, LLP, bond counsel to the Local Unit, Everett M. Johnson, Esq., Wilentz, Goldman & Spitzer, P.A., bond counsel to the Joint Meeting, and Richard T. Nolan, Esq., McCarter & English, LLP, bond counsel to the I-Bank.
STATEMENT
Resolution to determine the form and other details of not exceeding $805,000.00 Sewer Utility Bonds, Series 2005, and providing for their sale to the New Jersey Infrastructure of the State of New Jersey pursuant to the State Fiscal Year 2025 New Jersey Water Bank Environmental Infrastructure Financing Program.