Jersey City Redevelopment Agency in the County of Hudson, New Jersey
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NEW ISSUE – BOOK ENTRY ONLY RATING: SP-1+ In the opinion of McManimon, Scotland & Baumann, LLC, Bond Counsel, assuming compliance by the Agency (as defined herein) with certain tax covenants described herein, under existing law, interest on the Project Note (as defined herein) is excluded from gross income of the owners thereof for federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”), and interest on the Project Note is not an item of tax preference under Section 57 of the Code for purposes of computing alternative minimum tax; however, interest paid to certain corporate holders of the Project Note indirectly may be subject to alternative minimum tax under circumstances described under “TAX MATTERS” herein. Based upon existing law, interest on the Project Note and any gain on the sale thereof are not included in gross income under the New Jersey Gross Income Tax Act. See “TAX MATTERS” herein. JERSEY CITY REDEVELOPMENT AGENCY IN THE COUNTY OF HUDSON, NEW JERSEY $10,000,000 PROJECT NOTE (Series 2018) (Pathside Redevelopment Project) (City Guaranteed) (Tax-Exempt)(Non-callable) Interest Rate: 3.00% Reoffering Yield: 1.92% CUSIP: 476637AA1 Dated: Date of Delivery Maturity: May 30, 2019 The $10,000,000 Project Note (Series 2018) (Pathside Redevelopment Project) (City Guaranteed)(Tax-Exempt) (the “Project Note”) of the Jersey City Redevelopment Agency, in the County of Hudson, New Jersey (the “Agency”) will be issued in the form of one certificate for the aggregate principal amount of the Project Note issued and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository. See “DESCRIPTION OF THE PROJECT NOTE – Book-Entry Only System” herein. U.S. Bank National Association, Morristown, New Jersey, will act as trustee, paying agent and bond registrar (the “Trustee”, “Paying Agent” and “Bond Registrar”) for the Project Note. The principal of and interest on the Project Note will be paid on the respective maturity dates to DTC by the Paying Agent Interest on the Project Note will be credited to the participants of DTC as listed on the records as of the close of business on May 29, 2019 (the “Record Date”). Interest on the Project Note will be computed on the basis of a three hundred sixty (360) day year consisting of twelve (12) months of thirty (30) days each. See “DESCRIPTION OF THE PROJECT NOTE – Book-Entry Only System” herein. The Project Note is not subject to redemption prior to its stated maturity. The Project Note is being issued pursuant to: (i) provisions of the Constitution and laws of the State of New Jersey (the “State”), including the Local Redevelopment and Housing Law, constituting Chapter 79 of the Pamphlet Laws of 1992 of the State, and acts amendatory thereof and supplemental thereto (the “Redevelopment Law”), (ii) a resolution of the Agency adopted on November 21, 2017, entitled “Resolution of the Board of Commissioners of the Jersey City Redevelopment Agency Authorizing the Issuance Of Revenue Bonds, Series 2017 (Tax-Exempt) (Pathside Redevelopment Project) (City Guaranteed), for the Acquisition Of Block 9501, Lot 22 (25 Pathside), the Execution of a Trust Indenture to Secure the Bonds, and Determining Other Matters Related Thereto”, as amended and supplemented, including by a Certificate of the Executive Director of the Agency dated the date of sale of the Project Note (collectively, the “Resolution”), and (iii) a Trust Indenture dated as of May 1, 2018 by and between the Agency and the Trustee (the “Indenture”). The Project Note is being issued to provide funds to (i) finance the acquisition and improvement of an approximately 58,000 square foot building in the City of Jersey City (the “City”); (ii) pay costs and expenses associated with the issuance of the Project Note; and (iii) pay capitalized interest thereon (collectively, the “Project”). See “PURPOSES OF THE PROJECT NOTE” herein. The Project Note is a special, limited obligation of the Agency, secured by a pledge by the Agency of certain funds and accounts, including Revenues (as defined herein) of the Agency. Such pledge, however, is subordinate in all respects to any and all bonds that may be issued by the Agency pursuant to the Indenture. The Agency currently has no outstanding bonds issued pursuant to the Indenture. The Project Note is also entitled to the benefits of a Subsidy Agreement dated as of April 1, 2018 (the “Subsidy Agreement”) by and between the Agency and the City. Pursuant to the Subsidy Agreement, the City is obligated to make any required payments to the Agency out of the first funds becoming legally available to the City and to provide the funds for such payments to the Agency, if not otherwise available, from the levy of ad valorem taxes upon all the taxable real property in the City without limitation as to rate or amount. See “SECURITY AND SOURCE OF PAYMENT FOR THE PROJECT NOTE” herein. THE AGENCY HAS NO POWER TO LEVY OR COLLECT TAXES, AND THE PROJECT NOTE SHALL NOT BE DEEMED TO CREATE A DEBT OR LIABILITY OF THE STATE OR OF ANY COUNTY OR POLITICAL SUBDIVISION OF THE STATE, OTHER THAN THE AGENCY (EXCEPT TO THE EXTENT OF THE OBLIGATION OF THE CITY TO MAKE PAYMENTS UNDER THE SUBSIDY AGREEMENT) AND DOES NOT AND SHALL NOT CREATE OR CONSTITUTE ANY INDEBTEDNESS, LIABILITY OR OBLIGATION OF THE STATE, OR OF ANY COUNTY OR POLITICAL SUBDIVISION OF THE STATE, OTHER THAN THE AGENCY (EXCEPT TO THE EXTENT OF THE OBLIGATION OF THE CITY TO MAKE PAYMENTS UNDER THE SUBSIDY AGREEMENT), EITHER LEGAL, MORAL OR OTHERWISE. The Project Note is offered for delivery when, as and if issued and delivered by the Agency, and received by the Underwriter (as defined herein), subject to the approving legal opinion of McManimon, Scotland & Baumann, LLC, Roseland, New Jersey, Bond Counsel to the Agency. Certain legal matters will be passed upon for the Agency by its General Counsel, McManimon, Scotland & Baumann, LLC, Roseland, New Jersey and for the City by its Corporation Counsel and by its Bond Counsel, Archer, Red Bank, New Jersey. The Project Note in definitive form is expected to be available for delivery through DTC on or about May 31, 2018. Dated: May 10, 2018 JERSEY CITYREDEVELOPMENT AGENCY MEMBERS AND PROFESSIONALS ACTING EXECUTIVE DIRECTOR Diana H. Jeffrey, Esq. MEMBERS Rolando R. Lavarro, Jr. Chairman Evelyn Farmer Vice Chairman Donald R. Brown Commissioner Douglas Carlucci Commissioner Erma D. Greene Commissioner Darwin R. Ona Commissioner Daniel Rivera Commissioner AGENCY GENERAL COUNSEL McManimon, Scotland & Baumann, LLC Roseland, New Jersey AGENCY BOND COUNSEL McManimon, Scotland & Baumann, LLC Roseland, New Jersey AGENCY AUDITOR Ferraioli, Wielkotz, Cerullo &Cuva, P.A. Pompton Lakes, New Jersey AGENCY FINANCIAL ADVISOR NW Financial Group, LLC Hoboken, New Jersey CITY OF JERSEY CITY COUNTY OF HUDSON CITY HALL, 280 GROVE STREET JERSEY CITY, NEW JERSEY 07302 (201) 5471-5200 MAYOR Steven M. Fulop CITY COUNCIL Rolando R. Lavarro, Jr., Council President Joyce E. Watterman, Councilwoman at Large Daniel Rivera, Councilman at Large Denise Ridley, Ward A Councilwoman Mira Prinz-Arey, Ward B Councilwoman Richard Boggiano, Ward C Councilman Michael Yun, Ward D Councilman James Solomon, Ward E Councilman Jermaine D. Robinson, Ward F Councilman CITY OFFICIALS Brian Platt, Business Administrator Mark Albiez, Mayor’s Chief of Staff Peter Baker, Corporation Counsel Marcos D. Vigil, Director of the Department of Housing, Economic Development and Commerce Donna L. Mauer, Chief Financial Officer Robert Byrne, City Clerk BOND COUNSEL Archer Red Bank, New Jersey INDEPENDENT AUDITOR Donohue, Gironda, Doria & Tomkins, LLC Bayonne, New Jersey No dealer, broker, salesperson or other person has been authorized by the Agency or the Underwriters to give any information or to make any representations with respect to the Project Note other than those contained in this Official Statement and if given or made, such information or representation must not be relied upon as having been authorized by the foregoing. The information contained herein has been provided by the Agency and other sources deemed reliable; however, no representation or warranty is made as to its accuracy or completeness and such information is not to be construed as a representation or warranty by the Agency or the Underwriters as to information from sources other than itself. The information and the expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder under any circumstances shall create any implication that there has been no change in any of the information herein since the date hereof or since the date as of which such information is given, if earlier. The Agency has not confirmed the accuracy or completeness of information relating to The Depository Trust Company (“DTC”) which information has been provided by DTC. References in this Official Statement to laws, rules, regulations, resolutions, agreements, reports and documents do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein and copies of which may be inspected at the Agency during normal business hours. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy nor shall there be any sale of the Project Note in any jurisdiction in which it is unlawful for any person to make such an offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations other than as contained in this Official Statement.