Purchasing AgentGerd Trommer, Purchasing Agent
(732) 244-7400 ext 1228
Public Contracting Ordinance 13-28-OAB
NOTICE OF SALE TOWNSHIP OF BERKELEY
(Ocean County, New Jersey)
$16,935,000 BOND ANTICIPATION NOTES, SERIES 2019A
Bids are being solicited through a fair and open process in accordance with N.J.S.A. 19:44A-20.5 for the purchase of $16,935,000 Bond Anticipation Notes, Series 2019A (the “Notes”) of the Township of Berkeley, in the County of Ocean, New Jersey (the “Township”). All bids will be received by the Township’s Municipal Advisor, Phoenix Advisors, LLC, on behalf of the Township on Wednesday, May 1, 2019, at 11:00 a.m., prevailing local time (“Sale Date”).
No telephone bids will be accepted. Bids must be received by 11:00 a.m. on the Sale Date, and may be submitted by completing the attached bid form and submitting to the address, fax number, and/or email address shown on the bid form. Sealed bids marked on the outside “BID FOR NOTES” are encouraged, but faxed and emailed bids will be accepted provided they comply with the conditions stated herein. If a bidder wishes to transmit its bid by fax or email, such bidder hereby acknowledges that such faxed or emailed bid will not be reviewed by the Township until the public opening of the bids as aforesaid. This Notice of Sale has been posted on the Township’s website (www.berkeleytownship.org) and www.munihub.com.
Each bid must offer to purchase the entire Note issue being offered at no less than par plus accrued interest and must specify a single rate of interest per annum offered for the Notes. The Chief Financial Officer will evaluate the bids on the basis of the lowest net interest cost to the Township. Award of the Notes to the bidder proposing the lowest net interest cost or rejection of all bids will be made by 2:00 p.m. on the Sale Date. As between bidders specifying the same lowest net interest cost, the Notes will be sold to the bidder selected by lot from among all such bidders.
The Township reserves the right to reject all bids. In addition, any proposals not complying with the terms of this notice or specifying additional conditions will be rejected. The right is also reserved by the Township to waive any irregularities or informalities in proposals submitted on the attached bid form.
The successful bidder is advised of the responsibility to file an annual disclosure statement on political contributions with the New Jersey Election Law Enforcement Commission pursuant to N.J.S.A. 19:44A-20.13 (P.L. 2005, c.271, s.3) if the successful bidder receives contracts in excess of $50,000 from public entities in a calendar year. It is the successful bidder’s responsibility to determine if filing is necessary. Additional information on this requirement is available from ELEC at 888-313-3532 or at www.elec.state.nj.us.
SPECIFICATIONS OF NOTES
Principal Amount: $16,935,000 Bond Anticipation Notes, Series 2019A
Dated Date: May 15, 2019
Maturity Date: May 15, 2020 (non-callable)
Interest Rate per Annum: Specified by successful bidder, payable at maturity (calculated on the basis of twelve (12) thirty (30)-day months in a 360-day year)
Denominations: $5,000 each or any integral multiple thereof
Legal Opinion: GluckWalrath LLP, Red Bank, New Jersey (“Bond Counsel”)Closing: May 15, 2019, at the Township offices or elsewhere, as agreed to with the successful bidder
Form of Notes: Book-Entry Only (at the option of the successful bidder)
Note Registrar/Paying Agent: Chief Financial Officer
Payment: Wire transfer of immediately available funds on May 15, 2019
CUSIP Number: Purchaser is responsible for obtaining and paying for the CUSIP number (the Notes will be issued with one CUSIP number for the aggregate principal amount of the Notes) if necessary – to be communicated within 24 hours of award
Bank Qualification: The Notes are not bank qualified.
ESTABLISHMENT OF ISSUE PRICE
(a) The winning bidder of the Notes shall assist the Issuer in establishing the issue price of the Notes and shall execute and deliver to the Issuer at Closing an “issue price” or similar certificate setting forth the reasonably expected initial offering price to the Public or the sales price or prices of the Notes, together with the supporting pricing wires or equivalent communications, substantially in the forms reflected as Exhibits B, C or D, which are incorporated by reference herein and are available from Bond Counsel and shall be posted with the Notice of Sale on the Issuer's website, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the Issuer and Bond Counsel. All actions to be taken by the Issuer under this Notice of Sale to establish the issue price of the Notes may be taken on behalf of the Issuer by the Issuer’s municipal advisor, if any, identified herein and any notice or report to be provided to the Issuer may be provided to the Issuer’s municipal advisor or Bond Counsel.
(b) The Issuer intends that the provisions of Treasury Regulation Section 1.148-1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Notes) will apply to the initial sale of the Notes (the “competitive sale requirements”) because:
(1) the Issuer shall disseminate this Notice of Sale to potential Underwriters in a manner that is reasonably designed to reach potential Underwriters;
(2) all bidders shall have an equal opportunity to bid;
(3) the Issuer may receive bids from at least three Underwriters of municipal Notes who have established industry reputations for underwriting new issuances of municipal notes; and
(4) the Issuer anticipates awarding the sale of the Notes to the bidder who submits a firm offer to purchase the Notes at the highest price (or lowest interest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Notes, as specified in the bid.
(c) If the successful bidder is purchasing for its own account without a present intention to reoffer the Notes, it must complete Exhibit B, and the provisions of paragraphs (d)-(i) below shall not apply.
(d) In the event that paragraph (c) does not apply and the Competitive Sale Requirements are satisfied, the winning bidder must complete Exhibit C, and the provisions of paragraphs (e)-(i) below shall not apply.
(e) In the event that paragraph (c) does not apply and the Competitive Sale Requirements are not satisfied, the Issuer shall so advise the winning bidder and the winning bidder must complete Exhibit D. The Issuer may determine to treat (i) the first price at which 10% of a Maturity of the Notes (the “10% test”) is sold to the Public as the issue price of that Maturity and/or (ii) the initial offering price to the Public as of the Sale Date of any Maturity of the Notes as the issue price of that Maturity (the “hold-the-offering-price rule”), in each case applied on a Maturity-by-Maturity basis (and if different interest rates apply within a Maturity, to each separate CUSIP number within that Maturity). Immediately following the award of the Notes, the winning bidder shall advise the Issuer if any Maturity of the Notes satisfies the 10% test. Any Maturity (and if different interest rates apply within a Maturity, any separate CUSIP number within that Maturity) of the Notes as to which the winning bidder has not so advised the Issuer that the 10% test has been satisfied shall be subject to the hold-the-offering-price rule. Bids will not be subject to cancellation in the event that the hold-the-offering-price rule applies to any Maturity of the Notes. Bidders should prepare their bids on the assumption that some or all of the maturities of the Notes will be subject to the hold-the-offering-price rule in order to establish the issue price of the Notes.
(f) By submitting a bid, the winning bidder shall (i) confirm that the Underwriters have offered or will offer the Notes to the Public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the Underwriters participating in the purchase of the Notes, that the Underwriters will neither offer nor sell unsold Notes of any Maturity to which the hold-the-offering-price rule shall apply to any person at a price that is higher than the initial offering price to the Public during the period starting on the Sale Date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the Sale Date; or
(2) the date on which the Underwriters have sold at least 10% of that Maturity of the Notes to the Public at a price that is no higher than the initial offering price to the Public.
The winning bidder shall promptly advise the Issuer when the Underwriters have sold 10% of that Maturity of the Notes to the Public at a price that is no higher than the initial offering price to the Public, if that occurs prior to the close of the fifth (5th) business day after the Sale Date.
(g) If the competitive sale requirements are not satisfied, then until the 10% test has been satisfied as to each Maturity of the Notes, the winning bidder agrees to promptly report to the Issuer the prices at which the unsold Notes of that Maturity have been sold to the Public. That reporting obligation shall continue, whether or not the Closing Date has occurred, until the 10% test has been satisfied as to the Notes of that Maturity or until all Notes of that Maturity have been sold.
(h) The Issuer acknowledges that, in making the representation set forth above, the winning bidder will rely on (i) the agreement of each Underwriter to comply with the hold-the-offering-price rule, as set forth in an agreement among Underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Notes to the Public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail distribution agreement that was employed in connection with the initial sale of the Notes to the Public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the retail distribution agreement and the related pricing wires. The Issuer further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the hold-the-offering-price rule and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a retail distribution agreement to comply with its corresponding agreement regarding the hold-the-offering-price rule as applicable to the Notes.
(i) By submitting a bid, each bidder confirms that: (i) any agreement among Underwriters, any selling group agreement and each retail distribution agreement (to which the bidder is a party) relating to the initial sale of the Notes to the Public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such retail distribution agreement, as applicable, to (A) report the prices at which it sells to the Public the unsold Notes of each Maturity allotted to it until it is notified by the winning bidder that either the 10% test has been satisfied as to the Notes of that Maturity or all Notes of that Maturity have been sold to the Public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder and as set forth in the related pricing wires, and (ii) any agreement among Underwriters relating to the initial sale of the Notes to the Public, together with the related pricing wires, contains or will contain language obligating each Underwriter that is a party to a retail distribution agreement to be employed in connection with the initial sale of the Notes to the Public to require each broker-dealer that is a party to such retail distribution agreement to (A) report the prices at which it sells to the Public the unsold Notes of each Maturity allotted to it until it is notified by the winning bidder or such Underwriter that either the 10% test has been satisfied as to the Notes of that Maturity or all Notes of that Maturity have been sold to the Public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the winning bidder or such Underwriter and as set forth in the related pricing wires.
(j) Sales of any Notes to any person that is a related party to an Underwriter shall not constitute sales to the Public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:
(i) “Public” means any person other than an Underwriter or a related party,
(ii) “Underwriter” means (A) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Notes to the Public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Notes to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Notes to the Public),
(iii) a purchaser of any of the Notes is a “related party” to an Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(iv) “Sale Date” means the date that the Notes are awarded by the Issuer to the winning bidder.
The Notes have been authorized pursuant to (1) the Local Bond Law, N.J.S.A. 40A:2-1 et seq., as amended and supplemented, and (2) various bond ordinances duly adopted by the Township Council and published as required by law. The proceeds of the Notes, along with other available funds of the Township, will be used to: (i) currently refund the Township’s bond anticipation notes originally issued in the amount of $10,432,530, dated May 16, 2018 and maturing May 16, 2019; (ii) temporarily finance the cost of various general capital improvements to be undertaken in and by the Township in the amount of $6,503,000; and (iii) pay costs associated with the issuance of the Notes.
The Notes shall be general obligations of the Township and to the extent the Notes are not paid from other sources, the Township is obligated to levy ad valorem taxes upon all the taxable real property therein for the payment of the debt service on the Notes without limitation as to rate or amount.
At the option of the successful bidder if the Notes are to be reoffered, the Notes will be issued in book-entry only form and will be payable as to both principal and interest in lawful money in the United States of America by the Township or a duly appointed paying agent to the Depository Trust Company, New York, New York (“DTC”) or its authorized nominee. The Notes will be registered in the name of and held by Cede & Co., as nominee of DTC, which will act as securities depository for the Notes (the “Securities Depository”). The Note certificate will be on deposit with DTC. DTC will be responsible for maintaining a book-entry system for recording the interests of its participants or the transfers of the interests among its participants. The participants will be responsible for maintaining records regarding the beneficial ownership interests in the Notes on behalf of the individual purchasers.
The obligations hereunder to deliver and to accept the Notes shall be conditioned on the availability and delivery at the time of delivery of the Notes of (a) the approving legal opinion of Bond Counsel, which will be furnished without cost to the successful bidder, to the effect that the Notes are valid and legally binding obligations of the Township, payable in the first instance from bonds in anticipation of which the Notes are issued, but if not so paid or if not paid from other sources, payable ultimately from ad valorem taxes which may be levied on all the taxable real property in the Township without limitation as to rate or amount, and that interest on the Notes is excluded from gross income for Federal tax purposes under current law if the Township complies with all conditions subsequent contained in the Internal Revenue Code of 1986, as amended (the “Code”), except to the extent that interest on the Notes held by a corporate taxpayer is included in the relevant income computations for calculation of the corporate alternative minimum tax and that interest on the Notes and any gain on the sale thereof are not includable as gross income under the present New Jersey Gross Income Tax Act; (b) certificates in form satisfactory to Bond Counsel evidencing the proper execution and delivery of the Notes, the receipt of payment therefor and the compliance with the requirements of the Code necessary so that the Notes will not be arbitrage obligations within the meaning of the Code; and (c) a certificate, in form and tenor satisfactory to Bond Counsel and dated as of the date of such delivery, to the effect that there is no litigation pending or (to the knowledge of the signer or signers thereof) threatened affecting the validity of the Notes.
The purchaser thereof is required to certify the initial offering price to the public at which a substantial amount of the Notes were sold (if applicable), the yield, net interest cost for the Notes and CUSIP identifications numbers therefore prior to the Closing on the Notes.
The Township has authorized the distribution of an Official Statement (the “Official Statement”) “deemed final” for purposes of Rule 15c2-12 and distributed in preliminary form on April 24, 2019 (the “Preliminary Official Statement”). Copies of the Preliminary Official Statement may be obtained by either through viewing electronically at www.munihub.com or from the individuals at the addresses and telephone numbers listed below in the last paragraph hereof. Final Official Statements will be delivered to the purchaser of the Notes with the earlier of seven (7) business days following the award of the Notes or the date of closing or to accompany the purchaser’s confirmations that request payment for the Notes, such Official Statement to be dated as of the date of the award of the Notes. The purchaser will be furnished upon request, without cost, with a reasonable number of copies of the Official Statement, which number shall not exceed fifteen (15).
Copies of the bond ordinances and additional information concerning the sale of the Notes can be obtained by contacting Anthony P. Inverso, Phoenix Advisors, LLC, at phone number (609) 291-0130 or at email@example.com, or Meghan Bennett Clark, Esq., GluckWalrath LLP, at phone number (732) 530-8822 or at firstname.lastname@example.org.
TOWNSHIP OF BERKELEY, IN THE COUNTY OF OCEAN, NEW JERSEY
/s/ Frederick C. Ebenau
FREDERICK C. EBENAU,
Chief Financial Officer
DATED: April 24, 2019
TOWNSHIP OF BERKELEY -NOTICE RFP AVAILABLE
NOTICE IS HEREBY GIVEN that sealed proposals will be received by the Purchasing Agent of the Township of Berkeley, New Jersey for EMS Billing Services – RFP # 2019-007 and opened in the presence of one or more of the following, Purchasing Agent or his designees in the Municipal Building, 627 Pinewald Keswick Road, Bayville, NJ 08721 on May 7, 2019 at 10:00 a.m., prevailing time in the Main Meeting Room.
Specifications, Instructions and Proposal Forms for the proposed proposal are on file in the Purchasing Department at the Township of Berkeley, Municipal Building, 627 Pinewald Keswick Road, Bayville, NJ 08721, Monday through Friday, except legal holidays, from 8:30 A.M. to 4:00 P.M
Proposals must be made on the standard proposal form in the manner designated therein and required by the Specifications. Proposals must be enclosed in a sealed envelope bearing the name and address of the proposer, name of the proposed work on the outside, addressed to the Purchasing Agent of the Township of Berkeley, 627 Pinewald Keswick Road, Bayville, NJ 08721. Please clearly mark on the outside of express company envelopes, if sent by express mail, that a sealed proposal is enclosed. All proposals mailed will be at the proposer’s risk.
All respondents are required to comply with the requirements of N.J.S.A. 52:32-44 (Business Registration of Public Contractors), N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27 et seq. (Contract Compliance and Equal Employment Opportunities in Public Contracts). Submissions by Corporations and Partnerships shall include a completed Disclosure of Ownership form (N.J.S.A. 52:25-24.2) and shall include a completed Non-Collusion Affidavit.
The Township Council reserves the right to reject any or all proposals due to any defects or waive informalities and accept any proposal that in their judgment will be in the best interest of the Township. The Township Council shall award the contract or reject all proposals no later than 60 days from receipt of same.
By authorization of the Purchasing Agent, of the Township of Berkeley, Ocean County, New Jersey.
Gerd Trommer – Purchasing Agent
NOTICE IS HEREBY GIVEN that sealed bids for the : 2019-2020 TWO YEAR CONTRACT SNOW PLOW SEASONS will be opened and read in public at the Berkeley Township Municipal Building, 627 Pinewald Keswick Road on April 25, 2019 at 10:00 AM. Bids are available from the Purchasing Agent at the Municipal Building from 9:00 a.m. to 4:00 p.m., Monday through Friday, OR you may fax your request to (732) 736-1747. Bidders are required to comply with the requirements of N.J.S.A. 10:5-31 et seq. and N.J.A.C. 17:27.
The Township of Berkeley reserves the right to reject any and all bids and to waive informalities as the interest of the Township of Berkeley may require. The Township of Berkeley is not responsible for loss or destruction of any bids mailed or delivered to the Purchasing Agent prior to the time set for bid opening.