66-19 West Orange_NJIB_ Joint Meeting Form Sale and Agreements Resolution (Project 1 of 2019).pdf

823835.1 [43220-065] 66-19 February 19, 2019 RESOLUTION OF THE TOWNSHIP OF WEST ORANGE, IN THE COUNTY OF ESSEX, NEW JERSEY, DETERMINING THE FORM AND OTHER DETAILS OF ITS "NOTE RELATING TO THE CONSTRUCTION FINANCING LOAN PROGRAM OF THE NEW JERSEY INFRASTRUCTURE BANK" TO BE ISSUED IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $1,570,000 IN CONNECTION WITH THE TOWNSHIP'S ALLOCABLE SHARE OF CAPITAL IMPROVEMENT PROJECTS TO BE UNDERTAKEN BY THE JOINT MEETING OF ESSEX AND UNION COUNTIES, PROVIDING FOR THE ISSUANCE AND SALE OF SUCH NOTE TO THE NEW JERSEY INFRASTRUCTURE BANK AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH NOTE BY THE TOWNSHIP IN FAVOR OF THE NEW JERSEY INFRASTRUCTURE BANK, ALL PURSUANT TO THE NEW JERSEY INFRASTRUCTURE BANK CONSTRUCTION FINANCING LOAN PROGRAM. WHEREAS, the Township of West Orange (the "Township"), in the County of Essex, New Jersey, has determined that there exists a need within the Township to acquire, construct, renovate or install, as applicable, a project consisting of the Township's allocable share of capital improvement projects being undertaken by the Joint Meeting of Essex and Union Counties (the "Joint Meeting"), including, but not limited to: (i) waste gas burner upgrades, consisting of (a) the replacement of waste gas burners at the Digester Building and (b) upgrades to sludge storage tanks with state-of-the-art flares to meet current air emission permitting requirements; (ii) rehabilitation of various structures, including, but not limited to, concrete repairs and/or reconstruction of the Screen House, the Old Chlorine Building, the Chlorination Building, the Aeration Gallery and the Waste Gas Building, replacement of brick veneer panels and supporting walls in the Dewatering Building and replacement of the coping and brick façade on the sludge storage tanks; and (iii) replacement and construction of the Tunnel Building along with the replacement of severely corroded piping within the tunnel, including installation of new sludge pumps (the "Project"), and it is the desire of the Township to obtain financing for such Project through participation in the environmental infrastructure financing program (the "New Jersey Water Bank") of the New Jersey Infrastructure Bank (the "I-Bank"); WHEREAS, the Township has determined to temporarily finance the acquisition, construction, renovation or installation of, as applicable,

er Bank") of the New Jersey Infrastructure Bank (the "I-Bank"); WHEREAS, the Township has determined to temporarily finance the acquisition, construction, renovation or installation of, as applicable, the Project prior to the closing with respect to the New Jersey Water Bank, and to undertake such temporary financing with the proceeds of a short-term loan to be made by the I-Bank (the "Construction Loan") to the Township, pursuant to the Construction Financing Loan Program of the I-Bank (the "Construction Financing Loan Program"); WHEREAS, in order to (i) evidence and secure the repayment obligation of the Township to the I-Bank with respect to the Construction Loan and (ii) satisfy the requirements of the Construction Financing Loan Program, it is the desire of the Township to issue and sell to the I-Bank its "Note Relating to the Construction Financing Loan Program of the New Jersey Infrastructure Bank" in an aggregate principal amount of not to exceed $1,570,000 (the "Note");

-2- WHEREAS, it is the desire of the Township to authorize, execute, attest and deliver the Note to the I-Bank 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"), and other applicable law; and WHEREAS, Section 28 of the Local Bond Law allows for the sale of the Note to the I- Bank without any public offering, and N.J.S.A. 58:11B-9 allows for the sale of the Note to the I- Bank without any public offering, all under the terms and conditions set forth therein. NOW, THEREFORE, BE IT RESOLVED BY THE TOWNSHIP COUNCIL OF THE TOWNSHIP OF WEST ORANGE, IN THE COUNTY OF ESSEX, NEW JERSEY, AS FOLLOWS: Section 1. In accordance with Section 28 of the Local Bond Law and N.J.S.A. 58:11B-9, the Township hereby authorizes the issuance, sale and award of the Note in accordance with the provisions hereof. The obligation represented by the Note has been appropriated and authorized by Bond Ordinance #2556-18 of the Township entitled, "Bond Ordinance Providing for the Local Unit's Allocable Share of Capital Improvement Projects for the Joint Meeting of Essex and Union Counties, by and in the Township of West Orange, in the County of Essex, New Jersey; Appropriating $1,570,000 Therefor and Authorizing the Issuance of $1,570,000 Bonds or Notes of the Local Unit to Finance the Cost Thereof", and finally adopted by the Township at a meeting duly called and held on November 27, 2018, at which time a quorum was present and acted throughout, all pursuant to the terms of the Local Bond Law and other applicable law. Section 2. The Chief Financial Officer of the Township (the "Chief Financial Officer") is hereby authorized to determine, in accordance with the Local Bond Law and pursuant to the terms and conditions hereof, (i) the final principal amount of the Note (subject to the maximum limitation set forth in Section 4(a) hereof) and (ii) the dated date of the Note. Section 3. Any determination made by the Chief Financial Officer pursuant to the terms hereof shall be conclusively evidenced by the execution and attestation of the Note by the parties authorized pursuant to Section 4(h) hereof. Section 4. The Township hereby determines that certain terms of the Note shall be as follows: (a) the principal amount of the Note to be issued shall be an amount not to

rsuant to Section 4(h) hereof. Section 4. The Township hereby determines that certain terms of the Note shall be as follows: (a) the principal amount of the Note to be issued shall be an amount not to exceed $1,570,000; (b) the maturity of the Note shall be as determined by the I-Bank; (c) the interest rate of the Note shall be as determined by the I-Bank; (d) the purchase price for the Note shall be par; (e) the Note shall be subject to prepayment prior to its stated maturity in accordance with the terms and conditions of the Note;

-3- (f) the Note shall be issued in a single denomination and shall be numbered "CFP- 2019-1"; (g) the Note 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 (h) the Note shall be executed by the manual or facsimile signatures of the Mayor and the Chief Financial Officer (the "Authorized Officers") under official seal or facsimile thereof affixed, printed, engraved or reproduced thereon and attested by the manual signature of the Township Clerk. Section 5. The Note shall be substantially in the form attached hereto as Exhibit A. Section 6. The law firm of McManimon, Scotland & Baumann, LLC, Roseland, New Jersey, is hereby authorized to arrange for the printing of the Note, which law firm may authorize McCarter & English, LLP, bond counsel to the I-Bank for the Construction Loan Financing Program, to arrange for same. Section 7. The Authorized Officers of the Township are hereby further severally authorized to (i) execute and deliver, and the Township Clerk is hereby further authorized to attest to such execution and to affix the corporate seal of the Township to, any document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Officers of the Township, in their sole discretion, after consultation with counsel and any advisors to the Township and after further consultation with the I-Bank and its representatives, agents, counsel and advisors, to be executed in connection with the issuance and sale of the Note and the participation of the Township in the Construction Financing Loan Program, 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 of the Note and the participation of the Township in the Construction Financing Loan Program. Section 8. This resolution shall take effect immediately. Section 9. Upon the adoption hereof, the Township Clerk shall forward certified copies of this resolution to Erin K. Law, Esq., McManimon, Scotland & Baumann, LLC, bond counsel to the Township, Everett M. Johnson, Esq.,

adoption hereof, the Township Clerk shall forward certified copies of this resolution to Erin K. Law, Esq., McManimon, Scotland & Baumann, LLC, bond counsel to the Township, Everett M. Johnson, Esq., Wilentz, Goldman & Spitzer, P.A., bond counsel to the Joint Meeting, David Zimmer, Executive Director of the I-Bank, and Richard T. Nolan, Esq., McCarter & English, LLP, bond counsel to the I-Bank. Karen J. Carnevale, R.M.C. Jerry Guarino, Council President Municipal Clerk Adopted: February 19, 2019