316-22 RESO AUTHORIZING CONSTRUCTION LOAN NOTE - PHASE I (RESIZE) - JMEUC.pdf

#13513026.1 316-22 December 6, 2022 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 WATER BANK CONSTRUCTION FINANCING PROGRAM OF THE NEW JERSEY INFRASTRUCTURE BANK”, TO BE ISSUED IN THE PRINCIPAL AMOUNT OF UP TO $5,130,000, AND 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 OF WEST ORANGE IN FAVOR OF THE NEW JERSEY INFRASTRUCTURE BANK, ALL PURSUANT TO THE NEW JERSEY INFRASTRUCTURE BANK WATER BANK CONSTRUCTION FINANCING PROGRAM. WHEREAS, the Township of West Orange (the “Local Unit”), in the County of Essex, State of New Jersey (the “State”), is a participant in the Joint Meeting of Essex and Union Counties, constituting a joint meeting of various municipalities located in the Counties of Essex and Union in the State (the “Joint Meeting”), which Joint Meeting is organized pursuant to N.J.S.A. 40:63-68 et seq. as a public body corporate and politic, duly created and validly existing pursuant to the laws of the State; and WHEREAS, the Joint Meeting is not statutorily authorized to incur debt obligations for any purpose, including, without limitation, in order to finance any capital improvements thereof and, therefore, any capital improvements that are undertaken by the Joint Meeting must be financed by its member municipalities and other participating municipalities (collectively, the Members”), including, without limitation, the Local Unit, through the incurrence of debt thereby or otherwise; and WHEREAS, the Joint Meeting has determined that there exists a need to, as applicable, acquire, construct, renovate or install a Flood Mitigation Facilities Project consisting of, but not limited to, the construction of an Effluent Pumping Station, which will be connected to the existing twin outfall channels to the Arthur Kill (the “Joint Meeting Project”); and WHEREAS, the Local Unit has determined to temporarily finance its allocable share of the Joint Meeting Project (such allocable share being referred to herein as the “Project”) with the proceeds of a short- term loan (the “Construction Loan”) from the New Jersey Infrastructure Bank (the “I-Bank”), pursuant to the Water Bank Construction Financing Program of the I-Bank (the “Construction Financing

short- term loan (the “Construction Loan”) from the New Jersey Infrastructure Bank (the “I-Bank”), pursuant to the Water Bank Construction Financing Program of the I-Bank (the “Construction Financing Program”); and WHEREAS, on October 28, 2020, the Local Unit financed its allocable share of the Project (“Phase IA of the Project”) in the amount of $2,405,000 through the I-Bank (the “2020 Note”); and WHEREAS, due to delays, primarily caused by the COVID-19 pandemic, the Joint Meeting did not receive bids on the Joint Meeting Project until July of 2022; and WHEREAS, the low bid of $52,754,323 was substantially more than the $21,392,365 aggregate amount of Notes that was borrowed by the Members of the Joint Meeting to fund Phase IA of the Project; and WHEREAS, in order to execute a contract with the lowest responsible bidder and lock in construction costs for the Project, each Member of the Joint Meeting, including the Local Unit, adopted either a temporary emergency resolution or an emergency resolution, as applicable, to provide a temporary emergency