Resolution of the City of Jersey City, N.J. File No. Res. 19-938 Agenda No. 10.12 Approved: Dec 18 2019 OF THE CITY OF JERSEY CITY RESOLUTIONCONSENTING TO THE ISSUANCE OF BONDS BY THE JERSEY CITY MUNICIPALREFUNDING UTILITIES AUTHORITY, AND AUTHORIZING OTHER ACTIONS IN CONNECTION THEREWITH COUNCIL offered and moved adoption of the following resolution: WHEREAS, on January 28, 1998, the Jersey City Municipal Utilities Authority (the “Authority”), a public body corporate and politic of the State of New Jersey organized pursuant to the Municipal and County Utilities Authorities Law (N.J.S.A. 40:14B-1 et. seq.) (the “Act”), adopted a resolution entitled, “Resolution Authorizing the Issuance of Revenue Bonds of the Jersey City Municipal Utilities Authority”, as previously amended and supplemented from time to time (the “General Bond Resolution”); and WHEREAS, pursuant the General Bond Resolution, a Supplemental Water Bond Resolution and a Supplemental Sewer Bond Resolution, each adopted September 22, 2011, the Authority issued $61,765,000 principal amount of Revenue Bonds, Series 2011, on October 28, 2011 (the “2011 Bonds”); and WHEREAS, the Authority desires to refund, on an advance refunding basis, all or a portion of the $22,830,000 outstanding principal amount of the callable 2011 Bonds, maturing on or after October 15, 2022, through the issuance of refunding bonds (the “Authority Refunding Bonds”); and WHEREAS, in accordance with current market conditions, the Authority Refunding Bonds are estimated to produce a net present value savings of approximately $1,200,000 over the term; and WHEREAS, the City of Jersey City (the “City”) and the Authority have entered into (i) a Service Contract with respect to the Sewer System on December 1, 1985, as amended by Amendment No. 1 to the Sewer Service Contract dated as of May 1, 2003 (collectively, and as the same may be amended from time to time, the “Sewer Service Contract”); and (ii) that certain 2005 Amended and Restated Water Services Franchise and Service Agreement with respect to the Water System on September 30, 2005 (as the same may be amended from time to time, the “Water Franchise Agreement”, and together with the Sewer Service Contract, the “Service Agreements”); and WHEREAS, pursuant to each of the Service Agreements, the City has agreed to pay to the Authority, annually, such sum or sums of money as may be necessary to provide for any deficit resulting from insufficient revenues derived from the operation of the Authority’s Sewage Disposal System or Water System, as applicable; and WHEREAS, in accordance with the Service Agreements, the Authority desires to obtain the approval of the City Council to issue the Authority Refunding Bonds; and WHEREAS, by virtue of the terms of the Service Agreements, the City will constitute an “Obligated Person” in respect of the Authority Refunding Bonds, within the meaning and for the purposes set forth in Rule 15c2-12 (“Rule 15c-12”) promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended, and shall enter into that certain Continuing Disclosure Agreement, to be dated as of the first day of the month of the issuance of the Authority Refunding Bonds (the “Continuing Disclosure Agreement”, the form of which is attached hereto as Exhibit A);” with the Authority and Manufacturers and Traders Trust Company, Jersey City, New Jersey (the “Dissemination Agent”) in order to satisfy the secondary market disclosure requirements of Rule 15c2-12; and WHEREAS, in order to market and sell the Refunding Bonds, the Authority will have to, inter alia, (i) authorize the distribution of a preliminary official statement “deemed final” within the meaning and for the purposes of Rule 15c2-12 describing the terms of the Authority Refunding Bonds and the transactions contemplated thereby (the “Preliminary Official Statement”) and (ii) execute and deliver a final Official Statement incorporating the terms of the sale of the Authority Refunding Bonds and certain other information into the Preliminary Official Statement (the “Official Statement”); and Res. 19-938 Approved: December 18 2019 Resolution of the City of Jersey City consenting to the issuance of refunding bonds by the Jersey City Municipal Utilities Authority, and Authorizing Other Actions in connection therewith WHEREAS, in connection with the sale of the Authority Refunding Bonds, the City may be requested to execute and deliver a Letter of Representations or similar documents(s), setting forth certain representations and agreements of the City (the “Letter of Representations”); . NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Jersey City as follows: Section 1. Pursuant to the Service Agreements, the City hereby consents to the Authority’s issuance of the Authority Refunding Bonds. Section 2. The Mayor, the Business Administrator and the Chief Financial Officer, each an “Authorized Officer”, are authorized and directed to execute and deliver a Continuing Disclosure Agreement in substantially the form attached hereto as Exhibit A, with such insertions, deletions and changes therein and any supplements thereto as bond counsel may advise and such Authorized Officer, in his or her sole discretion, may approve, such approval to be evidenced by such Authorized Officer’s execution thereof. In addition, each Authorized Officer is hereby authorized and directed to execute and deliver a Letter of Representations in such form as bond counsel may advise and such Authorized Officer, in his or her sole discretion, may approve, such approval to be evidenced by such Authorized Officer’s execution thereof. Section 3. The distribution by the Authority, and its financial advisor and underwriter(s), of a Preliminary Official Statement and a final Official Statement relating to the Authority Refunding Bonds, within which shall be contained certain financial and other information relating to the City (collectively, the “City Information”), is hereby approved. The City Information includes an appendix describing the City and its finances (the “City Appendix”, a draft of which is attached hereto as Exhibit B). The City Appendix is hereby approved in substantially such form, with such insertions, deletions and changes therein and any supplements thereto as bond counsel may advise and such Authorized Officer, it his or her sole discretion, may approve. Any Authorized Officer is hereby authorized and directed to deem the City Information “final” within the meaning of Rule 15c2-12 and to execute and deliver a certificate to such effect. The Authorized Officers are hereby further severally authorized hereby to execute such certificates, instruments or other documents related thereto or contemplated thereby, as any such Authorized Officer, in their sole discretion, deems to be necessary, desirable or convenient. Section 4. The Authorized Officers and other officers, professionals, agents and employees of the City are authorized and directed to prepare and distribute information to the Authority and the underwriter(s) for the Authority Refunding Bonds with respect to the City in connection with preparation of the Preliminary Official Statement and Official Statement. Such information concerning the City shall be in such form as may be approved by any such Authorized Officer. Section 5. The Authorized Officers and other officers, professionals, agents and employees of the City are authorized and directed to take all steps which are necessary, desirable or convenient to effectuate the terms of this Resolution with respect to the issuance, sale and delivery of the Authority Refunding Bonds by the Authority, including but not limited to the execution of all closing documentation. All such actions heretofore taken are hereby ratified, approved and confirmed. Section 6. This resolution shall take effect immediately. Res. 19-938 Approved: December 18 2019 Resolution of the City of Jersey City consenting to the issuance of refunding bonds by the Jersey City Municipal Utilities Authority, and Authorizing Other Actions in connection therewith Res. 19-938 Approved: December 18 2019 Resolution of the City of Jersey City consenting to the issuance of refunding bonds by the Jersey City Municipal Utilities Authority, and Authorizing Other Actions in connection therewith APPROVED AS TO LEGAL FORM Business Administrator Corporation Counsel ☐ Certification Required RECORD OF COUNCIL VOTE – Dec 18 8-0 AYE NAY N.V. Absent AYE NAY N.V. Absent AYE NAY N.V. Absent N.V. – RIDLEY ✓ YUN ✓ RIVERA ✓ (Abstain) PRINZ-AREY ✓ SOLOMON ✓ WATTERMAN ✓ BOGGIANO ✓ ROBINSON ✓ LAVARRO, PRES. ✓ Adopted at a meeting of the Municipal Council of the City of Jersey. Robert Byrne, City Clerk Rolando R. Lavarro, Jr., President of Council Res. 19-938 Approved: December 18 2019 Resolution of the City of Jersey City consenting to the issuance of refunding bonds by the Jersey City Municipal Utilities Authority, and Authorizing Other Actions in connection therewith RESOLUTION FACT SHEET - This summary sheet is to be attached to the front of any resolution that is submitted for Council consideration. Incomplete or vague fact sheets will be returned with the resolution. Project Manager Lubna Muneer, CFO 201-547-4642 [email protected] Division Office of the Director of Finance Note: Project Manager must be available by phone during agenda meeting (Wednesday prior to council meeting @ 1:00 p.m.) Purpose Consenting to the issuance of refunding bonds by the JCMUA, and Authorizing Other Actions in connection