198-22 Authorizing Construction Loan Note - Phase III - JMEUC.pdf

#13266470.1 UNIT’S ALLOCABLE SHARE OF THE FLOOD MITIGATION FACILITIES PROJECT OF THE JOINT MEETING OF ESSEX AND UNION COUNTIES, BY AND IN THE TOWNSHIP OF WEST ORANGE, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY (THE “LOCAL UNIT”); APPROPRIATING $4,865,000 THEREFOR AND AUTHORIZING THE ISSUANCE OF $4,865,000 BONDS OR NOTES TO FINANCE THE COST THEREOF” and was finally adopted by the Local Unit at a meeting duly called and held on July 19, 2022, 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 Local Unit (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 Local Unit 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 $4,865,000; (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; (f) the Note shall be issued in a single denomination and shall be numbered “NJWB - CFP-2022-2-JM-FEMA”; (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 (collectively, the “Authorized Officers”) under official seal or facsimile thereof affixed, imprinted or reproduced thereon and attested by the manual signature of the Local Unit Clerk. Section 5. The Note, in substantially in the form attached hereto as Exhibit A, with such additions, deletions, and

or reproduced thereon and attested by the manual signature of the Local Unit Clerk. Section 5. The Note, in substantially in the form attached hereto as Exhibit A, with such additions, deletions, and omissions as may be recommended by the Chief Financial Officer of the Local Unit, upon the advice of bond counsel, general counsel, and/or the municipal advisor to the Local Unit, be and is hereby approved. Section 6. The law firm of Wilentz, Goldman & Spitzer, P.A. 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 Financing Program, to arrange for same.