N.J. Admin. Code § 19:31X-1.5

Current through Register Vol. 57, No. 1, January 6, 2025

Section 19:31X-1.5 - Tax credit purchaser contract

(a) A tax credit purchaser that submits a successful bid for the purchase of tax credits pursuant to section 24 at P.L. 2020, c. 156 (N.J.S.A. 34:1B-292) and N.J.A.C. 19:31X-1.4 shall enter into a contract with the Authority that includes payment information and the strategic commitment. The tax credit purchaser contract shall include, but shall not be limited to, the following:

1. The face value of the purchased tax credits and the price paid by the tax credit purchaser in exchange for such awarded tax credits;

2. The privilege period in which the tax credit purchaser may apply the awarded tax credit;

3. A detailed description of the tax credit purchaser's strategic commitment approved by the Authority in awarding any tax credits under the program;

4. A requirement that the tax credit purchaser comply with the strategic commitments made in its auction bid and a provision requiring the tax credit purchaser to repay all, or part, of the value of the strategic commitment as set forth at N.J.A.C. 19:31X-1.10(a);

5. A requirement for the tax credit purchaser to report, annually, on the status of each component of the strategic commitments made in its auction bid until the component is completed and to provide, within 30 days of completion of the component, verification that the tax credit purchaser completed the activities for that component;

6. An ongoing requirement to provide the Authority with information that will enable the Authority to administer the program;

7. An agreement that the refundable deposit provided pursuant to N.J.A.C. 19:31X-1.4(f) shall become non-refundable on the effective date of the tax credit purchaser contract;

8. An agreement to remit, within 30 business days of the effective date of the tax credit purchaser contract, to the Authority through a wire transfer of immediately available funds, the balance of its tax credit purchase offer;

9. An agreement to provide a representative to serve on the New Jersey Innovation Evergreen Advisory Board, established pursuant to section 32 at P.L. 2020, c. 156 (N.J.S.A. 34:1B-300) and N.J.A.C. 19:31X-1.13(a), and to provide the name, title, phone number, address, and email of the proposed tax credit purchaser representative to the New Jersey Innovation Evergreen Advisory Board;

10. A covenant by the tax credit purchaser that during the 12-month period after the approval of the award of tax credits, the tax credit purchaser shall not cause a qualified venture firm that the tax credit purchaser manages; beneficially owns, through rights, options, convertible interests, or otherwise, more than 15 percent of the voting securities or other voting ownership interests; or controls the direction of investments to apply for a qualified investment, and an acknowledgement that, pursuant to (d) below, the Authority shall not approve such a qualified investment or follow-up investment for any such qualified venture firm;

11. A provision permitting an audit of the records of the tax credit purchaser supporting the strategic commitment activities, from time to time, as the Authority deems necessary;

12. A provision permitting the Authority to amend the agreement;

13. A provision establishing the conditions under which the Authority, the tax credit purchaser, or both, may terminate the agreement;

14. Indemnification and insurance requirements;

15. Default and remedies, including, but not limited to, a default if a tax credit purchaser made a material misrepresentation on its application or if the Authority debars or disqualifies the tax credit purchaser pursuant to N.J.A.C. 19:30-2; and

16. Such other provisions as shall be required by the Authority.

(b) A potential tax credit purchaser that submits a successful tax credit bid for the purchase of tax credits pursuant to section 24 at P.L. 2020, c. 156 (N.J.S.A. 34:1B-292) and N.J.A.C. 19:31X-1.4 shall pay by wire transfer of immediately available funds, within 30 business days of the tax credit purchaser contract being fully executed, the balance of the tax credit purchase offer. The balance of the tax credit bid due to the Authority shall be an amount equal to the amount specified in its tax credit purchase offer to the Authority less the deposit remitted by the tax credit purchaser upon submitting its tax credit bid application. Upon receipt thereof, the Chief Executive Officer of the Authority shall notify the Director to issue tax credits in the amount approved. If the tax credit purchaser fails to timely pay the balance, the Authority may offer the tax credits for purchase to other approved tax credit purchasers in the order of score on the same or better terms as in that tax credit purchaser's tax credit purchase offer.

(c) The Authority shall credit to the Fund any money paid to the Authority by a tax credit purchaser for an allocation of tax credits under the program. The deposit shall be credited to the Fund on the effective date of the tax credit purchaser contract in accordance with (a)7 above.

(d) No undue financial advantage shall inure to a tax credit purchaser due to its participation in this program. During the 12-month period after the approval of the award of tax credits to a tax credit purchaser, the Authority shall not approve a qualified investment or follow-on investment to a venture firm that is managed; beneficially owned, through rights, options, convertible interests, or otherwise, more than 15 percent of the voting securities or other voting ownership interests; or whose direction of investments are controlled by a tax credit purchaser. The Chief Executive Officer of the Authority shall certify that the Authority is monitoring the activities of such tax credit purchasers and has taken appropriate steps to ensure no undue financial advantage inures to the tax credit purchasers.

N.J. Admin. Code § 19:31X-1.5

Recodified from 19:31-25.5 56 N.J.R. 807(a), effective 5/6/2024