Resolution #17-32: Resolution Authorizing the Issuance of Not Exceeding $100,000 Bonds or Notes of the Vernon Township Municipal Utilities Authority and Providing for Their Sale to the New Jersey Environmental Infrastructure Trust and Authorizing Various Matters in Connection Therewith

Date of Adoption: June 15, 2017

WHEREAS, the Vernon Township Municipal Utilities Authority (the “Authority”), a public body corporate and politic of the State of New Jersey (the “State”), has determined that there exists a need to proceed with an asset management plan in order to determine the need for, and the scope of, future capital projects (the “Project”); and

WHEREAS, the Authority has determined to finance the Project with the proceeds of a loan from the New Jersey Environmental Infrastructure Trust (the “Trust”); and

WHEREAS, to evidence the loan, the Trust requires the Authority to authorize, execute, attest and deliver a bond or note (the “Authority Obligation”) pursuant to the terms of the Utilities Authorities Law of the State, constituting Chapter 14B of Title 40 of the revised statutes of the State (the “Utilities Authorities Law”) and other applicable law; and

WHEREAS, N.J.S.A. §40:14B-27 of the Utilities Authorities Law and N.J.S.A. §58:11B-9(a) each allow for the sale of the Authority Obligation to the Trust without any public offering, all under the terms and conditions set forth in the following resolution; and

WHEREAS, the Authority has no bonds, notes or other evidences of indebtedness outstanding; and

NOW, THEREFORE, BE IT RESOLVED BY THE VERNON TOWNSHIP MUNICIPAL UTILITIES AUTHORITY, and the members or commissioners thereof, AS FOLLOWS:

Section 1. Determination to Undertake the Project. The Authority does hereby determine to undertake the Project which shall consist of the development of an asset management plan in order to determine the need for, and the scope, of future capital projects.

Section 2. Estimated Cost of the Project. The estimated maximum total cost of the Project is $100,000.

Section 3. Authorization of Authority Obligation. In accordance with Section 25 of the Utilities Authorities Law and subject to and pursuant to the provisions of this resolution, a bond of the Authority is hereby authorized to be issued in the principal amount not to exceed $100,000 for the purpose of raising funds to pay the costs of the Project, including the funding of any required or desirable reserves, capitalized interest and costs of issuance. In lieu of the issuance of a bond, a note of the Authority is hereby authorized to be issued in the principal amount not to exceed $100,000.

Section 4. Award of Authority Obligation. In accordance with Section 27 of the Utilities Authorities Law and N.J.S.A. §58:11B-9(a), the Authority hereby sells and awards the Authority Obligation to the Trust in accordance with the provisions of this resolution.

Section 5. Basic Terms of Authority Obligation, Delegation of Power to Make Certain Determinations. The chairman or vice chairman of the Authority (the “Chairman”) or the Executive Director of the Authority is hereby authorized to determine, in accordance with the Utilities Authorities Law and pursuant to the terms and conditions established by the Trust and the terms and conditions of this resolution, the following items with respect to the Authority Obligation: (a) the aggregate principal amount of the Authority Obligation to be issued, which amount shall not exceed $100,000, (b) the maturity of the Authority Obligation, which maturity shall not exceed five (5) years after the date of issuance thereof or such longer time as may be permitted by the Trust, (c) the date of the Authority Obligation, (d) the interest rate of the Authority Obligation, which interest rate shall not exceed two per centum (2%), (f) the terms and conditions under which the Authority Obligation shall be subject to redemption prior to its stated maturity, (g) the title of the Authority Obligation, and (h) such other matters with respect to the Authority Obligation as may be necessary, desirable or convenient in connection with the sale, issuance and delivery thereof.

Section 6. Determinations Conclusive. Any determination made by the Chairman or the Executive Director pursuant to the terms of this resolution shall be conclusively evidenced by the execution and attestation of the Authority Obligation by the parties authorized under Section 7(c) of this resolution.

Section 7. Further Terms of Authority Obligation. The Authority hereby determines that certain terms of the Authority Obligation shall be as follows: (a) the Authority Obligation shall be issued in a single denomination and shall be numbered R-1, or as may otherwise be determined by the Chairman or the Executive Director, (b) the Authority Obligation 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 (c) the Authority Obligation shall be executed by the manual or facsimile signature of the Chairman, and the Secretary or the Assistant Secretary of the Authority (the “Secretary”), by manual signature, shall attest to the execution of the Authority Obligation and shall affix, imprint, engrave or reproduce thereon the corporate seal of the Authority.

Section 8. Form of Authority Obligation. The Authority Obligation shall be substantially in the form required and traditionally used by the Trust (which form is available from the Trust).

Section 9. Authorized Parties. The law firm of Hawkins Delafield & Wood LLP, bond counsel to the Authority, is hereby authorized to arrange for the printing of the Authority Obligation, which law firm may authorize McCarter & English, LLP, bond counsel to the Trust, to arrange for same. The Authority auditor and financial advisor are hereby authorized, if necessary, to prepare the financial information, if any, necessary in connection with the issuance of the Authority Obligation. The Chairman, the Treasurer, the Executive Director and the Secretary (collectively, the “Authorized Authority Officers”) are hereby severally authorized to execute any certificates necessary or desirable in connection with the financial and other information.

Section 10. Report to the Authority. The Authorized Authority Officers are hereby directed to report in writing to the Authority at the meeting of the Authority next following the closing with respect to the Authority Obligation as to the terms of the Authority Obligation authorized to be determined by the Authorized Authority Officers pursuant to and in accordance with the provisions of this resolution.

Section 11. Authorized Actions. The Authorized Authority Officers are hereby further severally authorized to (a) manually execute and deliver and the Secretary is hereby further authorized to attest by manual signature to such execution and to affix, imprint, engrave or reproduce the corporate seal of the Authority to any agreement, document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Authority Officers or the Secretary, as applicable, in their respective sole discretion, after consultation with counsel, bond counsel, auditor and any other advisors to the Authority to be executed in connection with the execution and delivery of the Authority Obligation and the consummation of the transactions contemplated thereby, which determination shall be conclusively evidenced by the execution of each such agreement, document, instrument or closing certificate by the party authorized under this resolution to execute such agreement, document, instrument or closing certificate and (b) perform such other actions as the Authorized Authority Officers deem necessary, desirable, useful or convenient in relation to the execution and delivery thereof.

Section 12. Covenant to Pay Authority Obligation. The Authority hereby particularly covenants and agrees with the holder of the Authority Obligation and makes provisions which shall be a part of its contract with such holder, that the Authority will pay or cause to be paid the principal of the Authority Obligation and the interest thereon at the date and place and in the manner mentioned in the Authority Obligation according to the true intent and meaning thereof and will carry out and perform all of the acts and things required of it by the terms of this resolution.

Section 13. Resolution Constitutes Contract. In consideration of the purchase and acceptance of the Authority Obligation by those who shall hold the same from time to time, the provisions of this resolution shall be deemed to be and shall constitute contracts between the Authority and the holder from time to time of the Authority Obligation.

Section 14. No Recourse. No recourse shall be had for the payment of the principal or redemption price, if any, of or the interest on the Authority Obligation or for any claim based thereon or on this resolution against any member or other officer of the Authority or any person executing the Authority Obligation. The Authority Obligation is not and shall not be in any way a debt or liability of the State or of any county or municipality, and does not and shall not create or constitute any indebtedness, liability or obligation of the State or of any county or municipality, either legal, moral or otherwise.

Section 15. Authorization for Resolution. This resolution is adopted by virtue of the Utilities Authorities Law and pursuant to its provisions, and the Authority has ascertained and hereby determines that adoption of this resolution is necessary to carry out the powers, purposes and duties expressly provided in the Utilities Authorities Law and that each and every matter and thing as to which provision is made in this resolution is necessary in order to carry out and effectuate the purposes of the Authority in accordance with the Utilities Authorities Law.

Section 16. Filing of Resolution. The Secretary is hereby authorized and directed to cause copies of this resolution to be filed for public inspection in the following places: in the office of the Township Clerk of the Township of Vernon; and in the office of the Authority, 21 Church Street, Vernon, New Jersey.

Section 17. Publication of Notice. The Secretary is hereby authorized and directed to cause to be published, after completion of filing of copies of this resolution as directed in the preceding Section, in “The New Jersey Herald,” a legally qualified public newspaper circulating in the district of the Authority, a notice in substantially the form attached as Exhibit A hereto and by this reference incorporated as if set forth in full herein.

Section 18. Capitalized Terms. All capitalized words and terms used but not defined in this resolution shall have the meanings ascribed to such words and terms, respectively, in the preambles to this resolution.

Section 19. Effective Date. This resolution shall take effect immediately.