Conshohocken Borough Council will consider adopting an ordinance authorizing the Refinancing of General Obligation Notes at their regularly scheduled meeting on Wednesday, December 15, 2021 at 7:00 pm at Borough Hall, located at 400 Fayette Street, Conshohocken, PA 19428. The full notice summary and copy of the ordinance under consideration can be viewed below.
Ordinance Authorizing the Refinancing of General Obligation Notes
NOTICE IS HEREBY GIVEN that the Borough Council (the “Council”) of the Borough of Conshohocken, Commonwealth of Pennsylvania (the “Borough”), at a meeting of the Council to be held at 7:00 pm on Wednesday, December 15, 2021 or, alternatively, on a date which is not less than three (3) days nor more than thirty (30) days from the date of publication of this Notice, at 400 Fayette Street, Conshohocken, PA 19428, will consider the enactment of an ordinance (the “Ordinance”) authorizing the incurring of non-electoral debt by the Borough pursuant to the Local Government Unit Debt Act (the “Act”) for the purpose of issuing general obligation notes, to be designated generally as “General Obligation Note, Series A of 2022 (TAX EXEMPT)” (the “2022 A Note”) and “General Obligation Note, Series B of 2022 (FEDERALLY TAXABLE)” (the “2022 B Note” and together with the 2022 A Note, the “Notes”), to provide funds (i) to refund the Borough’s General Obligation Note, Tax Exempt Series A of 2014 (the “2014 A Note”); (ii) to refund the Borough’s General Obligation Note, Tax Exempt Series B of 2014 (the “2014 B Note”); (iii) to refund the Borough’s General Obligation Note, Taxable Series of 2014 (the “2014 Taxable Note”); and (iv) to pay the costs of the Notes (collectively, the “Refunding Project”). The proposed Ordinance is summarized as follows:
Section 1 of the Ordinance authorizes the Refunding Project and the incurring of indebtedness pursuant to the Act in the aggregate principal amount of $8,095,000 for the purposes of providing funds for the Refunding Project and the costs of such financing and states the remaining useful lives. Section 2 authorizes the issuance of the Notes and provides that the debt represented by the Notes shall be non-electoral debt. Section 3 determines that the sale of the Notes by private negotiation is in the best financial interest of the Borough. Section 4 determines that the Notes, when issued, will be general obligation Notes. Section 5 sets forth the authority and manner of executing and authenticating the Notes, and for the execution of a debt statement. Section 6 awards the 2022 A Note to Phoenixville Federal Bank and Trust and approves and accepts the purchase proposal and awards the 2022 B Note to Truist Bank and approves and accepts the purchase proposal. Section 7 defines the terms of the Notes, including individual interest rates and maturity dates of the Notes. Section 8 provides for the redemption of the Notes in the manner to be provided in the form of the Notes. Section 9 sets forth the substantial form of the Notes. Section 10 contains a covenant of the Borough both to avoid causing the interest on the 2022 A Note to become included in gross income and to prevent the 2022 A Note from becoming classified as an arbitrage note under the Internal Revenue Code of 1986 and designates the 2022 A Note as a qualified tax-exempt obligation. Section 11 contains a covenant of the Borough to rebate certain excess arbitrage profits in installments to the United States, if required to do so. Section 12 contains a specifically enforceable covenant of the Borough to budget for and appropriate moneys for the payment of the amounts due on the Notes, to pay debt service on the Notes, and to pay the amounts due in the manners and methods prescribed in the Notes, under pledge of the Borough’s full faith and credit and taxing power. Section 13 establishes sinking funds to collect moneys which shall be used exclusively as payment of principal of and interest on the Notes. Section 13 further states that the principal of and interest on the Notes shall be payable without deduction of, and the Borough will assume and agree to pay, any tax or taxes which the Borough or the Treasurer may be required to pay thereon or retain therefrom under or by virtue of any present or future Pennsylvania law, except gift, estate, succession or inheritance taxes. Section 14 appoints two separate Sinking Fund Depositaries, one for each of the Notes. Section 15 authorizes various Borough officers to prepare and file a Debt Statement and Borrowing Base Certificate of the Borough, as required by Sections 8110, 8111 and 8201 of the Act. Section 16 authorizes the appropriate officers of the Borough to execute the Notes, deliver all papers and documents with appropriate modifications, and to take all necessary and appropriate actions to carry out the Ordinance. Section 17 authorizes the redemption of the Borough’s outstanding 2014 A Note, the 2014 B Note and the 2014 Taxable Note. Section 18 states the authority for enactment of the Ordinance, declares same to be necessary for the public purposes of the Borough, and incorporates all mandatory provisions of the Act. Section 19 sets forth a severability clause which states that the invalidity, illegality or unenforceability of any one provision in the Ordinance or the Notes shall not affect the validity, legality or enforceability of the remaining provisions. Section 20 permits the Borough to enact amendments to the Ordinance. Section 21 states that the covenants of the Ordinance are for the sole and exclusive benefit of the Borough, its agents, and the Notes holder. Section 22 repeals, rescinds and annuls all inconsistent ordinances. Section 23 authorizes the appropriate officers to take all such action, execute, deliver, file and/or record all such documents, publish all necessary notices, and otherwise comply with the provisions of the Ordinance and Act to effect the issuance and delivery of the Notes. Section 24 provides that the Ordinance shall be effective on the earliest date permitted by the Act.
Attention is directed to the fact that the Ordinance, in the form available for inspection, contains certain blanks, as permitted by the Act. Omissions from the Ordinance as proposed, including, without limitation, price paid for the Notes, interest rates, debt service appropriations and any amendments thereto, will be supplied at the time of enactment of the Ordinance if the Borough shall determine to proceed.
Additional amendments may be made with respect to the Ordinance prior to or during its final enactment. Advertisement related to the final enactment of the Ordinance, in final form, including amendments, will be made in accordance with requirements of the Act.
The full text of the proposed Ordinance summarized above may be examined or inspected by any citizen during regular business hours (8:30 am to 4:00 pm, Monday through Friday) in the office of the Borough, 400 Fayette Street, Conshohocken, PA 19428.
This notice is given in accordance with requirements of and in compliance with the Act.
