Title
Dept/ Agency: Finance
Action: ( ) Ratifying (X) Authorizing ( ) Amending
Purpose: Confirming Bond Sale
Amount to be Financed: $1,200,000.00
Source of Appropriation: Bonds/Notes
Purchaser: New Jersey Environmental Infrastructure Trust (NJEIT)
Project Information:
(Description/ Project No./Amount Appropriated/Ordinance No.)
RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF NOT EXCEEDING $1,200,000.00 SEWER UTILITY BONDS, SERIES 2015 OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, NEW JERSEY, AND PROVIDING FOR THEIR SALE TO THE NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE TRUST AND THE STATE OF NEW JERSEY PURSUANT TO THE NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE TRUST FINANCING PROGRAM
Additional Information:
Ordinance 6PSF-a January 21, 2015; authorized bond issue
body
WHEREAS, the City of Newark (the "Local Unit"), in the County of Essex, New Jersey, has determined that there exists a need within the Local Unit to finance its proportionate share of the cost of the acquisition, construction, renovation or installation by the Joint Meeting of Essex and Union Counties (the "Joint Meeting") of a Project (the "Project") as defined in each of that certain Loan Agreement (the "Trust Loan Agreement") to be entered into by and among the Local Unit, the Joint Meeting and the New Jersey Environmental Infrastructure Trust (the "Trust") and that certain Loan Agreement (the "Fund Loan Agreement", and together with the Trust 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 New Jersey Environmental Infrastructure Trust Financing Program (the "Program"); and
WHEREAS, the Local Unit has determined to finance the acquisition, construction, renovation or installation of its proportionate share of the Project with the proceeds of a loan to be made by each of the Trust (the "Trust Loan") and the State (the "Fund Loan", and together with the Trust Loan, the "Loans") pursuant to the Trust Loan Agreement and the Fund Loan Agreement, respectively; and
WHEREAS, to evidence the Loans, each of the Trust and the State require the Local Unit to authorize, execute, attest and deliver the Local Unit's Sewer Utility Bonds, Series 2015A to the Trust (the "Trust Loan Bond") and Sewer Utility Bonds, Series 2015B to the State (the "Fund Loan Bond", and together with the Trust Loan Bond, the "Local Unit Bonds"), in an aggregate principal amount not to exceed $1,200,000.00, 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, N.J.S.A. 40A:2-27(a)(2) of the Local Bond Law allows for the sale of the Trust Loan Bond and the Fund Loan Bond to the Trust and the State, respectively, without any public offering, and N.J.S.A. 58:11B-9(a) allows for the sale of the Trust Loan Bond to the Trust without any public offering, all under the terms and conditions set forth herein.
NOW, THEREFORE, BE IT RESOLVED BY THE MUNICIPAL COUNCIL OF THE CITY OF NEWARK, NEW JERSEY, ( by a 2/3 vote of the full membership of the Governing Body of the Local Unit) AS FOLLOWS:
Section 1. In accordance with N.J.S.A. 40A:2-27(a)(2) of the Local Bond Law and N.J.S.A. 58:11B-9(a), the Local Unit hereby sells and awards its Trust Loan Bond to the Trust and its Fund Loan Bond to the State, in a total aggregate principal amount not to exceed $ 1,200,000.00, all in accordance with the provisions hereof. The Local Unit Bonds have been referred to and are described in bond ordinance 6PSF-a January 21, 2015 of the Local Unit, which bond ordinance is entitled "A BOND ORDINANCE OF THE CITY OF NEWARK, IN THE COUNTY OF ESSEX, NEW JERSEY, PROVIDING FOR THE CITY OF NEWARK'S CAPITAL CONTRIBUTION TO THE JOINT MEETING OF ESSEX AND UNION COUNTIES AND APPROPRIATING $1,200,000.00 THEREFOR, AND PROVIDING FOR THE ISSUANCE OF $1,200,000.00 IN BONDS OR NOTES OF THE CITY OF NEWARK TO FINANCE THE SAME" and was finally adopted by the Local Unit at a meeting duly called and held on January 21, 2015, at which time a quorum was present and acted throughout, all pursuant to the terms of the Local Bond Law and other applicable law.
Section 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 conditions established by the Trust and the State under the Loan Agreements and the terms and conditions hereof, the following items with respect to the Trust Loan Bond and the Fund Loan Bond:
(a) The aggregate principal amounts of the Trust Loan Bond and the Fund Loan Bond to be issued;
(b) The maturity and annual principal installments of the Local Unit Bonds, which maturity shall not exceed 20 years;
(c) The date of the Local Unit Bonds;
(d) The interest rates of the Local Unit Bonds;
(e) The purchase price for 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.
Section 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 under Section 4(c) hereof.
Section 4. The Local Unit hereby determines that certain terms of the Local Unit Bonds shall be as follows:
(a) The Trust Loan Bond shall be issued in a single denomination and shall be numbered R-T1. The Fund Loan Bond shall be issued in a single denomination and shall be numbered R-F1;
(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, printed, engraved or reproduced thereon and attested by the manual signature of the Local Unit City Clerk.
(d) Bonds to be Qualified Bonds. The Local Unit Bonds shall be issued as "qualified bonds" under, and shall be entitled to the benefits of, the Municipal Qualified Bond Act, N.J.S.A. 40A:3-1 et seq., and the Local Unit shall comply in all respects with the Resolutions of the Local Finance Board adopted on January 14, 2015 in connection therewith. The Local Unit hereby acknowledges and recognizes that the provisos as contained in said Local Finance Board resolution shall constitute binding obligations upon all officials of the Local Unit. The Chief Financial Officer of the Local Unit is hereby 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 Bonds within 10 days after the issuance of the Bonds.
Section 5. The Trust Loan Bond and the Fund Loan Bond shall be substantially in the form set forth in the Trust Loan Agreement and the Fund Loan Agreement, respectively.
Section 6. The law firm of Gluck Walrath 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 Trust and the State 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 financial and other information.
Section 7. 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 ratified by the affirmative vote of 2/3 of the full membership of the governing body of the Local Unit.
Section 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 sale of the Local Unit Bonds, and are further authorized to deliver same to the Trust and the State upon delivery of the Local Unit Bonds and the receipt of payment therefor in accordance with the Loan Agreements.
Section 9. This resolution shall take effect immediately.
Section 10. Upon the adoption hereof, the Local Unit City Clerk shall forward certified copies of this resolution to Gluck Walrath LLP, bond counsel to the Local Unit, and Richard T. Nolan, Esq., McCarter & English, LLP, bond counsel to the Trust.
STATEMENT
Resolution to determine the form and other details of not to exceed $1,200,000.00 Sewer Utility Bonds, Series 2015 of the City of Newark and providing for their sale to the New Jersey Environmental Infrastructure Trust