Authorizing the Circulation of a POS and FOS in Connection with the Sale
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Resolution of the City of Jersey City, N.J. File No. Res. 19-930 Agenda No. 10.4 Approved: Dec 18 2019 RESOLUTION OF THE CITY OF JERSEY CITY AUTHORIZING THE CIRCULATION OF A PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT IN CONNECTION WITH AND 2020A SERIES NOTES, BOND ANTICIPATION THE OF SALE THE CITY'S APPROVING A CONTINUING DISCLOSURE CERTIFICATE WITH RESPECT TO SAID NOTES OF THE CITY, AND AUTHORIZING AND/OR RATIFYING OTHER ACTIONS IN CONNECTION THEREWITH COUNCIL offered and moved adoption of the following resolution: WHEREAS, the Municipal Council of the City of Jersey City, in the County of Hudson, New Jersey (the "City"), has previously adopted a bond ordinance of the City numbered 18-113 and finally adopted by the Municipal Council of the City on October 10, 2018 (the "Ordinance"); and WHEREAS, the City intends to issue its Bond Anticipation Notes, Series 2020A in an amount not to exceed $102,000,000 (the “Notes”) under Ordinance 18-113 for the purpose of refunding the City's $83,400,000 Bond Anticipation Notes, Series 2019A which were issued on January 14, 2019 and mature on January 14, 2020, and to finance additional capital purposes under the Ordinance; and WHEREAS, all matters pertaining to the sale of the Notes have been delegated by the aforementioned Ordinance to the Chief Financial Officer of the City; and WHEREAS, in connection with the offering and sale of the Notes, the City intends to distribute 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 JERSEY CITY, IN THE COUNTY OF HUDSON, NEW JERSEY, AS FOLLOWS: SECTION 1. Authorization for Official Statement. The distribution by the City, and its financial advisor, of the 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 approved in substantially such form, with such insertions, deletions and changes therein and any supplements thereto as bond counsel may advise and the City officers executing the same may approve, such approval to be evidenced by such City officers' execution thereof. The Chief Financial Officer 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 Chief Financial Officer 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 Chief Financial Officer 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 the Continuing Disclosure Certificate by 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 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. Further Action. Any matter relating to the award, sale or execution of the Notes which has been delegated by the Ordinances to the Chief Financial Officer may be performed by said officer. 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 Res. 19-930 Approved: December 18 2019 Resolution of the City of Jersey city authorizing the circulation of a preliminary official statement and final official statement in connection with the sale of the City's Bond Anticipation Notes, Series 2020A and approving a continuing disclosure certificate with respect to said notes of the city, and authorizing and/or ratifying other actions in connection therewith execution of all tax certificates and other closing documentation. All such actions heretofore taken are hereby ratified, approved and confirmed. SECTION 4. Effective Date. This Resolution shall take effect upon adoption. Res. 19-930 Approved: December 18 2019 Resolution of the City of Jersey city authorizing the circulation of a preliminary official statement and final official statement in connection with the sale of the City's Bond Anticipation Notes, Series 2020A and approving a continuing disclosure certificate with respect to said notes of the city, and authorizing and/or ratifying other actions in connection therewith Res. 19-930 Approved: December 18 2019 Resolution of the City of Jersey city authorizing the circulation of a preliminary official statement and final official statement in connection with the sale of the City's Bond Anticipation Notes, Series 2020A and approving a continuing disclosure certificate with respect to said notes of the city, and authorizing and/or ratifying other actions in connection therewith APPROVED AS TO LEGAL FORM Business Administrator Corporation Counsel ☐ Certification Required RECORD OF COUNCIL VOTE – Dec 18 8-0 AYE NAY N.V. Absent AYE NAY N.V. Absent AYE NAY N.V. Absent N.V. – RIDLEY ✓ YUN ✓ RIVERA ✓ (Abstain) PRINZ-AREY ✓ SOLOMON ✓ WATTERMAN ✓ BOGGIANO ✓ ROBINSON ✓ LAVARRO, PRES. ✓ Adopted at a meeting of the Municipal Council of the City of Jersey. Robert Byrne, City Clerk Rolando R. Lavarro, Jr., President of Council Res. 19-930 Approved: December 18 2019 Resolution of the City of Jersey city authorizing the circulation of a preliminary official statement and final official statement in connection with the sale of the City's Bond Anticipation Notes, Series 2020A and approving a continuing disclosure certificate with respect to said notes of the city, and authorizing and/or ratifying other actions in connection therewith RESOLUTION FACT SHEET - This summary sheet is to be attached to the front of any resolution that is submitted for Council consideration. Incomplete or vague fact sheets will be returned with the resolution. Project Manager Lubna Muneer, CFO 201-547-4642 [email protected] Division Division of Management and Budget Note: Project Manager must be available by phone during agenda meeting (Wednesday prior to council meeting @ 1:00 p.m.) Purpose Sale of the City's Bond Anticipation Notes, Series 2020A and approving a continuing disclosure certificate Cost (Identify all sources and amounts) Contract term (include all) Bond Anticipation Notes , Series 2020A ATTACHMENTS: Continuing Discloure Certificate SEN Series 2020A Appendix A (00167286-2xE471A) POS Body (00174156xE471A) POS Cover (00174155xE471A) Approved by Status: John Metro, Budget Director Approved - Dec 09 2019 John Mercer, Assistant Business Administrator Approved - Dec 09 2019 John McKinney, Attorney Approved - Dec 10 2019 Peter Baker, Corporation Counsel None Amy Forman, Attorney None Nick Strasser, Attorney None Norma Garcia, Attorney None Ray Reddington, Attorney None Jeremy Jacobsen, Attorney None Brian Platt, Business Administrator Approved - Dec 11 2019 RESOLUTION OF THE CITY OF JERSEY CITY AUTHORIZING THE CIRCULATION OF A PRELIMINARY OFFICIAL STATEMENT AND FINAL OFFICIAL STATEMENT IN CONNECTION WITH THE SALE OF THE CITY'S SPECIAL EMERGENCY NOTES, SERIES 2020A AND APPROVING 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 Jersey City, in the County of Hudson, New Jersey (the "City"), has previously adopted a bond ordinance of the City numbered 18-113 and finally adopted by the Municipal Council of the City on October 10, 2018 (the "Ordinance"); and WHEREAS, the City intends to issue its Bond Anticipation Notes, Series 2020A in an amount not to exceed $102,000,000 (the “Notes”) under Ordinance 18-113 for the purpose of refunding the City's $83,400,000 Bond Anticipation Notes, Series 2019A which were issued on January 14, 2019 and mature on January 14, 2020, and to finance additional capital purposes under the Ordinance; and WHEREAS, all matters pertaining to the sale of the Notes have been delegated by the aforementioned Ordinance to the Chief Financial Officer of the City; and WHEREAS, in connection with the offering and sale of the Notes, the City intends to distribute a Preliminary Official Statement and final Official Statement setting forth certain information relating to the City and the Notes, and the City