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Resolution of the Mayor and Council of Princeton Determining the Form and Other Details of Not Exceeding $6,934,000 Bonds of Princeton, in the County of Mercer, New Jersey, and Providing for Their Sale to the New Jersey Infrastructure Bank and Further Authorizing the Execution of Various Agreements, All Pursuant to the New Jersey Infrastructure Bank Transportation Infrastructure Financing Program
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WHEREAS, Princeton, in the County of Mercer, New Jersey (the “Local Unit”), has determined that there exists a need within the Local Unit to provide for various improvements to Witherspoon Street, including all work and materials necessary therefor and incidental thereto (the “Project”), as defined in that certain Loan Agreement (the “Loan Agreement”) to be entered into by and between the Local Unit and the New Jersey Infrastructure Bank (the “I-Bank”), pursuant to the New Jersey Transportation Infrastructure Financing Program (the “Program”);
WHEREAS, the Local Unit has determined to finance or refinance the acquisition, construction, improvement, repair or reconstruction of the Project with the proceeds of a loan to be made by the I-Bank (the “Loan”) pursuant to the Loan Agreement;
WHEREAS, to evidence and secure the Loan, the I-Bank requires the Local Unit to authorize, execute, attest and deliver the Local Unit’s Bonds, to the I-Bank (the “Local Unit Bond”) in an aggregate principal amount not to exceed $6,934,000, 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 Agreement; and
WHEREAS, Section 27(a)(2) of the Local Bond Law allows for the sale of the Local Unit Bond to the I-Bank without any public offering, and N.J.S.A. 58:11B-9(a) allows for the sale of the Local Unit Bond to the I-Bank without any public offering, all pursuant to the terms and conditions set forth herein; and
WHEREAS, the I-Bank may require closing in escrow the making of the Loan, the issuance of the Local Unit Bond and the execution and delivery of the Loan Agreement, all pursuant to the terms of an Escrow Agreement (the “Escrow Agreement”) to be entered into by and among the I-Bank, the Local Unit and the escrow agent named therein.
NOW, THEREFORE, BE IT RESOLVED by a 2/3 vote of the full membership of the governing body of the Local Unit as follows:
Section 1. The Loan Agreement and the Escrow Agreement, if necessary, (collectively, the “Financing Documents”) are hereby authorized to be executed and delivered on behalf of the Local Unit by either the Mayor or the Chief Financial Officer in substantially the forms on file with the Clerk, with such changes as the Mayor or the Chief Financial Officer (each an “Authorized Officer”), in their respective sole discretion, after consultation with counsel and any advisors to the Local Unit (collectively, the “Local Unit Consultants”) and after further consultation with the I-Bank and its representatives, agents, counsel and advisors (collectively, the “Program Consultants”, and together with the Local Unit Consultants, the “Consultants”), shall determine, such determination to be conclusively evidenced by the execution of such Financing Documents by an Authorized Officer as determined hereunder. The Local Unit Clerk is hereby authorized to attest to the execution of the Financing Documents by an Authorized Officer of the Local Unit as determined hereunder and to affix the corporate seal of the Local Unit to such Financing Documents.
Section 2. The Authorized Officers of the Local Unit are hereby further severally authorized to (i) execute and deliver, and the Local Unit Clerk is hereby further authorized to attest to such execution and to affix the corporate seal of the Local Unit to, any document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Officers or the Local Unit Clerk, as applicable, in their respective sole discretion, after consultation with the Consultants, to be executed in connection with the execution and delivery of the Financing Documents and the consummation of the transactions contemplated thereby, which determination shall be conclusively evidenced by the execution of each such certificate or other document by the party authorized hereunder to execute such certificate or other document, and (ii) perform such other actions as the Authorized Officers deem necessary, desirable or convenient in relation to the execution and delivery thereof.
Section 3. 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 Local Unit Bond to the I-Bank, in an aggregate principal amount not to exceed $6,934,000, all in accordance with the provisions hereof. The obligation represented by the Local Unit Bond has been appropriated and authorized by bond ordinances #2016-20, #2020-23, #2022-19 and #2023-19 of the Local Unit, which bond ordinances are entitled, respectively, “BOND ORDINANCE PROVIDING FOR VARIOUS CAPITAL IMPROVEMENTS IN AND BY PRINCETON, IN THE COUNTY OF MERCER, NEW JERSEY, APPROPRIATING $10,904,286 THEREFOR AND AUTHORIZING THE ISSUANCE OF $8,866,063 BONDS OR NOTES OF PRINCETON TO FINANCE PART OF THE COST THEREOF,” “BOND ORDINANCE PROVIDING FOR VARIOUS CAPITAL IMPROVEMENTS IN AND BY PRINCETON, IN THE COUNTY OF MERCER, NEW JERSEY, APPROPRIATING $6,600,000 THEREFOR AND AUTHORIZING THE ISSUANCE OF $5,855,000 BONDS OR NOTES OF PRINCETON TO FINANCE PART OF THE COST THEREOF,” “BOND ORDINANCE PROVIDING FOR VARIOUS CAPITAL IMPROVEMENTS IN AND BY PRINCETON, IN THE COUNTY OF MERCER, NEW JERSEY, APPROPRIATING $15,095,218 THEREFOR AND AUTHORIZING THE ISSUANCE OF $13,318,035 BONDS OR NOTES OF PRINCETON TO FINANCE PART OF THE COST THEREOF,” and “BOND ORDINANCE PROVIDING FOR VARIOUS CAPITAL IMPROVEMENTS IN AND BY PRINCETON, IN THE COUNTY OF MERCER, NEW JERSEY, APPROPRIATING 10,710,000 THEREFOR AND AUTHORIZING THE ISSUANCE OF $10,060,000 BONDS OR NOTES OF PRINCETON TO FINANCE PART OF THE COST THEREOF” and such bond ordinances were adopted by the Local Unit at meetings duly called and held on April 25, 2016, July 27, 2020, June 27, 2022 and June 12, 2023, respectively, at which times a quorum was present and acted throughout, all pursuant to the terms of the Local Bond Law and other applicable law.
Section 4. 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 pursuant to the Loan Agreement and the terms and provisions hereof, the following terms with respect to the Local Unit Bond:
(a) The aggregate principal amount of the Local Unit Bond to be issued, which aggregate principal amount of the Local Unit Bond to be issued shall not exceed $6,934,000;
(b) The maturity and annual principal installments of the Local Unit Bond, which maturity shall not exceed 10 years;
(c) The date of the Local Unit Bond;
(d) The interest rate of the Local Unit Bond;
(e) The purchase price for the Local Unit Bond; and
(f) The terms and conditions under which the Local Unit Bond shall be subject to redemption prior to its stated maturity.
Section 5. 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 Bond by the parties authorized pursuant to Section 4(c) hereof.
Section 6. The Local Unit hereby determines that certain terms of the Local Unit Bond shall be as follows:
(a) The Local Unit Bond shall be issued in a single denomination and shall be numbered R-1;
(b) The Local Unit Bond shall be issued in fully registered form and shall be payable to the registered owner thereof as to both principal and interest in lawful money of the United States of America; and
(c) The Local Unit Bond 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 Clerk.
Section 7. The Local Unit Bond shall be substantially in the form set forth in the Loan Agreement.
Section 8. The law firm of McManimon, Scotland and Baumann, LLC is hereby authorized to arrange for the printing of the Local Unit Bond, which law firm may authorize Chiesa Shahinian Giantomasi PC, 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 Bond. The Mayor, the Chief Financial Officer and the Local Unit Clerk are hereby authorized to execute any certificates necessary or desirable in connection with the financial and other information.
Section 9. Any determination made by the Chief Financial Officer pursuant to the terms hereof shall be conclusively evidenced by the execution and delivery of an award certificate by the Chief Financial Officer (in the form prescribed by the I-Bank with such changes as the Local Unit, together with its professional advisor shall approve), and the execution and attestation of the Local Unit Bond by the parties authorized under Section 6(c) hereof.
Section 10. The Mayor, Clerk 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 Bond, and are further authorized to deliver same to the I-Bank, upon delivery of the Local Unit Bond and the receipt of payment therefor in accordance with the Loan Agreement.
Section 11. This resolution shall take effect immediately.
Section 12. Upon the adoption hereof, the Local Unit Clerk shall forward certified copies of this resolution to McManimon, Scotland & Baumann, LLC, bond counsel to the Local Unit, and Tricia M. Gasparine, Esq., Chiesa Shahinian Giantomasi PC, bond counsel to the I-Bank.