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Resolution of the Mayor and Council of Princeton, in the County of Mercer, New Jersey, Determining the Form and Other Details of One or More Notes Relating to the Construction Financing Loan Program of the New Jersey Infrastructure Bank, to be Issued in the Aggregate Principal Amount of up to $6,300,000, Providing for the Issuance and Sale of Such Notes to the New Jersey Infrastructure Bank and Authorizing the Execution and Delivery of Such Notes by Princeton in Favor of the New Jersey Infrastructure Bank, All Pursuant to the New Jersey Infrastructure Bank Construction Financing Loan Program
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WHEREAS, Princeton, in the County of Mercer, New Jersey (the "Local Unit"), has determined that there exists a need within the Local Unit for the sewer rehabilitation of Mini Systems #36 and #36A and all work and costs related thereto (also identified as Project S340656-13, the "Project"), and it is the desire of the Local Unit 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 Local Unit has determined to temporarily finance the undertaking of 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 (or loans) to be made by the I-Bank (collectively the "Construction Loan") to the Local Unit, 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 Local Unit 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 Local Unit to issue and sell to the I-Bank one or more of its "Note Relating to the Construction Financing Loan Program of the New Jersey Infrastructure Bank" in an aggregate principal amount of up to $6,300,000 (each, a "Note" and, collectively, the "Notes");
WHEREAS, it is the desire of the Local Unit to authorize, execute, attest and deliver the Note or Notes 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, on June 12, 2023 and April 8, 2024, respectively, the Local Unit adopted Bond Ordinance #2023-17 and Bond Ordinance #2024-17, respectively (the "Local Unit Bond Ordinances") pursuant to the provisions of the Local Bond Law; and
WHEREAS, Section 28 of the Local Bond Law allows for the sale of the Note or Notes to the I-Bank without any public offering, and N.J.S.A. 58:11B-9 allows for the sale of the Note or Notes to the I-Bank without any public offering, all under the terms and conditions set forth therein.
NOW, THEREFORE, BE IT RESOLVED by the governing body of the Local Unit as follows:
Section 1. In accordance with the provisions of the Local Bond Law, N.J.S.A. 58:11B-9 and the Local Unit Bond Ordinances, the Local Unit hereby authorizes the issuance, sale and award of the Notes in accordance with the provisions hereof. The obligations represented by the Notes have been appropriated and authorized by the Local Unit Bond Ordinances, which were finally adopted by the Local Unit at meetings duly called and held on June 13, 2023 and April 8, 2024, respectively, at which time a quorum was present and acted throughout, all in accordance with 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, pursuant to the terms and conditions hereof, (i) the final principal amount of each Note (subject to the aggregate maximum limitation set forth in Section 4(a) hereof) and (ii) the dated date of each 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 each Note by the parties authorized pursuant to Section 4(h) hereof.
Section 4. The Local Unit hereby determines that certain terms of each Note shall be as follows:
(a) the aggregate principal amount of all Notes to be issued shall be an amount not to exceed $6,300,000;
(b) the maturity of each Note shall be as determined by the I-Bank;
(c) the interest rate of each Note shall be as determined by the I-Bank;
(d) the purchase price for each Note shall be par;
(e) each Note shall be subject to prepayment prior to its stated maturity in accordance with the terms and conditions of each such Note;
(f) each Note shall be issued in a single denomination and shall be numbered "NJWB - CFP - [Year]-__";
(g) each 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;
(h) each Note shall be executed by the manual or facsimile signatures of the Mayor and the Chief Financial Officer under official seal or facsimile thereof affixed, printed, engraved or reproduced thereon and attested by the manual signature of the Local Unit Clerk; and
(i) each Note may be issued in one or more series as may be deemed necessary by Princeton in consultation with the I-Bank.
Section 5. Each Note shall be substantially in the form attached hereto as Exhibit A, together with such additions, deletions and other modifications required by the I-Bank and agreed to by the Local Unit upon consultation with counsel and any advisors to the Local Unit, such determinations being conclusively evidenced by the execution of each such Note by the Authorized Officers (as defined herein).
Section 6. The law firm of McManimon, Scotland and Baumann, LLC is hereby authorized to arrange for the printing of each 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 Mayor, the Chief Financial Officer and the Local Unit Clerk (each an "Authorized Officer") of the Local Unit are each hereby further severally authorized to (i) execute and deliver, and the Local Unit Clerk is hereby further authorized to attest to such execution and to affix the corporate seal of the Local Unit to, any document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Officers, in their respective sole discretion, after consultation with counsel and any advisors to the Local Unit 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 each Note and the participation of the Local Unit 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 each Note and the participation of the Local Unit in the Construction Financing Loan Program.
Section 8. This resolution shall take effect immediately.
Section 9. Upon the adoption hereof, the Local Unit Clerk shall forward certified copies of this resolution to McManimon, Scotland & Baumann, LLC, bond counsel to the Local Unit, David Zimmer, Executive Director of the I-Bank, and Richard T. Nolan, Esq., McCarter & English, LLP, bond counsel to the I-Bank.