April 9, 2015 PUBLIC NOTICE

Transcription

1 New Jersey Environmental Infrastructure Financing New Jersey s Water Quality Future Warren H. Victor, Chairman Robert A. Briant, Jr., Vice Chairman Roger Ellis, Treasurer Mark Longo, Secretary Andrew P. Sidamon-Eristoff, State Treasurer Bob Martin, DEP Commissioner Charles A. Richman, DCA Acting Commissioner David E. Zimmer, CFA, Executive Director April 9, 2015 PUBLIC NOTICE Public notice is hereby given that the New Jersey Environmental Infrastructure Trust ("Trust") Board of Directors will hold a public meeting on Thursday, April 16, 2015 at 10:00 a.m., in the large conference room, at 3131 Princeton Pike, Building 4, Suite 216, Lawrenceville, New Jersey. Formal action may be taken at this meeting. To the extent known, the agenda of the public meeting will be as follows: 1. Call to Order Chairman 2. Open Public Meeting Act Statement 3. Roll Call 4.* Approval of the Minutes of the March 12, 2015 Meeting 5. Announcements 6. Public Comment 7. Unfinished Business: A. Discussion of the Construction Status Report (hand-out) (G. Chebra) B. Discussion and Status of SFY2015 Financing Program Projects (hand-out) (G. Chebra) C. Status of Outstanding Trust Requests for Proposals (D. Zimmer) D. Update on Closed Interim Financing Program Loans (D. Zimmer) 8. New Business A.* Discussion and Acceptance of the March 2015 Treasurer s Report (J. Hansbury) B.* Discussion and Acknowledgement of Receipt of the Governor and State (D. Zimmer) Treasurer s Approval of Environmental Infrastructure Bond Resolutions Series 2015A C.* Discussion and Approval of Environmental Infrastructure Bond Resolution (D. Zimmer) Series 2015A D.* Discussion and Approval of a Resolution Authorizing and Approving the (L. Kaltman) SFY2016 Operating Budget E.* Discussion and Approval of a Resolution Approving the Trust s SFY2016 and Superstorm Sandy Financial Plan (May Report) (F. Scangarella) 9.* Executive Session (if necessary) *ACTION ITEMS Please note this is a proposed agenda and the New Jersey Environmental Infrastructure Trust may consider and take action on such other business, which may come before it at this public meeting. In addition, the New Jersey Environmental Infrastructure Trust may not act upon the items listed in the above-proposed agenda in its discretion Princeton Pike, Building 4, Suite 216, Lawrenceville, NJ Website: Phone: Fax:

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3 New Jersey Environmental Infrastructure Financing New Jersey s Water Quality Future Warren H. Victor, Chairman Robert A. Briant, Jr., Vice Chairman Roger Ellis, Treasurer Mark Longo, Secretary Andrew P. Sidamon-Eristoff, State Treasurer Bob Martin, DEP Commissioner Richard E. Constable, III, DCA Commissioner David E. Zimmer, CFA, Executive Director March 12, 2015 NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE TRUST OPEN PUBLIC MEETING MINUTES March 12, CALL TO ORDER: A meeting of the New Jersey Environmental Infrastructure Trust was convened on Thursday, March 12, 2015 in the conference room of 3131 Princeton Pike, Building 4, Suite 216, Lawrenceville, New Jersey. Chairman Victor called the meeting to order at 10:00 a.m. 2. OPEN PUBLIC MEETING ACT STATEMENT: Executive Director Zimmer read the Open Public Meeting Act Statement into the record. 3. ROLL CALL: Ms. Melissa Pierce conducted roll call to which Mr. Victor, Mr. Longo, Mr. Ellis, Mr. Kennedy, and Ms. Campbell all responded affirmatively. DIRECTORS Warren Victor, Chairman Mark Longo, Secretary Roger Ellis, Treasurer Dan Kennedy (for DEP Commissioner Martin) Christine Campbell (for State Treasurer Sidamon-Eristoff) OTHERS David E. Zimmer, Executive Director Frank Scangarella, Assistant Director Lauren Seidman Kaltman, Chief Financial Officer John Hansbury, Chief Budget Officer Chris Howard, Governor s Authorities Unit Clifford T. Rones, Deputy Attorney General Richard Nolan, McCarter & English LLP Geoffrey Stewart, Public Financial Management Eugene Chebra, Municipal Finance & Construction 3131 Princeton Pike, Building 4, Suite 216, Lawrenceville, NJ Website: Phone: Fax:

4 4. APPROVAL OF THE MINUTES: Chairman Victor opened discussion of the minutes of the Thursday, February 12, 2015 Trust Board meeting. There were no comments or questions. Chairman Victor requested a motion for approval. Mr. Kennedy moved for the approval of the minutes. Ms. Campbell seconded the motion. The motion was carried 5 to 0 with 0 abstentions. 5. ANNOUNCEMENTS: Executive Director Zimmer summarized a number of the substantive events that occurred and the correspondence issued since the last Trust Board meeting: On February 24, 2015 Board Secretary Roger Ellis and Executive Director Zimmer met with NJ Seed s Executive Director, Michael Drulis, and representatives from the GFOA to discuss pending legislation. On February 12, 2015 Board Chairman, Warren Victor, Vice Chairman Bob Briant, Jr. and Executive Director Zimmer met with NJBIA President, Michele Siekerka and UTCA s Executive Director, Anthony Attanasio to discuss strategic initiatives. The April 9, 2015 Trust Board meeting has been rescheduled to Thursday, April 16, 2015 at 10:00 am at the Trust s offices. Executive Director Zimmer announced that the Trust, in coordination with the Engineers Labor- Employer Cooperative, will be hosting a seminar on Monday, March 23, 2015 at the Hilton East Brunswick Hotel & Meeting Center. The Trust and DEP will be explaining the Program and its recent changes to contractors and end users. A copy of the full list of announcements is available on the Trust s webpage in a format that allows for copying under the General Information tab: There were no comments or questions. 6. PUBLIC COMMENTS: Chairman Victor invited comments from the public. There were no comments. Page 2

5 7. UNFINISHED BUSINESS: A. Mr. Chebra, of the NJDEP s Municipal Finance and Construction Element, reported that there are 179 active projects totaling $905,280,971 and 1,004 closed projects with loans outstanding totaling $4,868,282,088 for a grand total of 1,183 projects at $5,773,563,059. Mr. Chebra stated that in the past month, 5 projects closed for final payments and several decrease letters were sent out. Executive Director Zimmer mentioned an article in a recent Bond Buyer newspaper titled IRS Tough on Bond Proceeds. The article discusses the potential for negative implications for tax exempt bond programs when proceeds are not spent in a timely matter. Mr. Victor inquired as to what entities might cause the Program increased risk of noncompliance. Mr. Chebra responded that it would be those entities whose projects the EPA might find had not spent funds in a timely manner. EPA audited the DEP two weeks ago and gave the DEP a positive review finding that the Program was ahead of other states in the management of aged loans. B. Mr. Chebra discussed the SFY2015 Combined Financing Loan Programs: SFY2015 Clean Water Financing Program: Traditional and Supplemental Program: Supplemental Program: Track II Projects: Barnegat Bay Projects: 112 Projects Totaling 6 Projects Totaling 15 Projects Totaling 10 Projects Totaling $847,732,000 $30,744,000 $57,629,000 $12,936,000 Total Clean Water Projects 143 Projects Totaling $949,041,000 SFY2015 Drinking Water Financing Program: Traditional and Supplemental Program: Supplemental Program: Track II Projects 76 Projects Totaling 2 Projects Totaling 10 Projects Totaling $289,019,000 $3,912,000 $40,367,000 Total Drinking Water Projects 88 Projects Totaling $333,298,000 SFY2015 Grand Totals: Clean & Drinking Water Program Totals: 231 Projects $1,282,339,000 There were no comments or questions. Page 3

6 C. Executive Director Zimmer reported on the status of the Trust s outstanding Requests For Proposals (RFPs): In the past month, the Trust signed a contract with CohnReznick for Internal Controls Audit Services. A kick off meeting is scheduled for March 18, An RFP for Information Technology Consulting Services was scheduled for later in the Agenda. D. Executive Director Zimmer next reported on the status of the Interim Financing Program (IFP): The Trust received 1 new application from the previous month: a sewer extension project from Hillsborough Township for $1.1 MM. The Trust currently has a total of 20 IFP loan applications totaling $86.95 MM. The Trust did not close any IFP applications in the past month. The Trust has closed on 12 IFP loans applications totaling $56.92 MM. 8 projects have received IFP loan disbursements from the Trust to-date totaling $ MM. The IFP report was provided to the Board of Directors of the Trust in satisfaction of the requirements of Section 6 of the authorizing Resolution No adopted on December 13, E. Executive Director Zimmer requested CFO Lauren Kaltman to provide the quarterly Aged Inventory Report. Ms. Kaltman reported that of the 26 loans issued prior to 2009 that were open at the last report, 6 were closed during this past quarter, 5 await final requisition, and 4 are expected to close within next 2 quarters. Of the 7 loans issued in 2009 that were open at the time of the last report, 4 were closed during this past quarter, 2 await final requisition, and 1 is expected to close within next 2 quarters. The DEP and the Trust continue to actively work on all remaining projects. There were no comments or questions. 8. NEW BUSINESS: A. Executive Director Zimmer requested that the Trust s Chief Budget Officer, John Hansbury, introduce Resolution No accepting the amended February 2015 Treasurer s Reports. Mr. Hansbury presented the Report announcing that in February, the Trust received revenues from fees of $2,722, and paid bills totaling $1,280,482.20, and that the Trust had received and is reviewing bills for payment totaling $151, Mr. Victor asked the earnings and how much or compared to the fees that the Trust pays for Investment Advisors. Executive Director Zimmer responded we pay approximately $120,000 to investment advisors. They manage all accounts and bonds accounts for the Trust. Page 4

7 Chairman Victor requested a motion for approval. The resolution was moved for adoption by Mr. Longo and seconded by Mr. Ellis. The motion was carried 5 to 0 with 0 abstentions. The breakdown of pending bills was presented to the board in written form is as follows: Princeton Pike Office Park, LLC $23, Rent CAM Adjustments and April 2015 J&J Staffing Resources $21, Part-Time Salaries - Inv#'s: , , , Williams Lea $3, Printing of 2012A&B Bond Transcripts and Borrower CDs CDW Government $2, Purchase Order#099 - VEEAM Server Backup Software Zend Technologies USA, Inc. $7, Purchase Order#098 - Software Renewal Emergent LLC $3, Purchase Order#100 - Adobe Creative Cloud for Teams Fitch Ratings $15, Ratings Services - NJEIT 2015B-R Refunding Bonds Inv# Beyer Fleet $30, Purchase Order#094 - New 2015 Ford Explorer LeClair Ryan $17, Special Counsel - Inv#s: , , , , , , , , , , , Bank of America Business Card $3, Credit Card #0766 PFM Asset Management LLC $15, Financial Structuring of 7/18/14 Defeasance Portfolios, Inv# Page 5

8 PFM Asset Management LLC $7, Investment Advisor - January 2015, Inv#53660 TOTAL $151, B. Executive Director Zimmer requested Mr. Scangarella introduce Resolution No authorizing the issuance of an RFP for Information Technology Consulting Services. The Trust currently has a contract with Pro Computer Services with an annual cap of $12,000. The term of the contract will be 2 years with a 1-year extension subject to the Board s approval. Executive Director Zimmer asked if there were any comments or questions. Hearing none, Chairman Victor requested a motion for approval. The resolution was moved for adoption by Mr. Ellis and seconded by Mr. Longo. The motion was carried 5 to 0 with 0 abstentions. C. Executive Director Zimmer introduced Resolution No authorizing the Disaster Relief Emergency Financing Program Project Priority List, also known as SAIL Project Eligibility List. The list consist of 29 projects with an estimated cost of $333.6 million. The Trust closed on two SAIL loans with the South Monmouth Regional Sewerage Authority (SMRSA). The first SAIL Program loan issued to SMRSA for the relocation of Lake Como Pump Station for $2.9 million has a maturity of June 30, 2015 and a blended rate of 0.045%. The second SAIL loan Program loan was for the replacement of Pitney Avenue Pump Station for $1.5 million for 1 year and has a blended interest rate of %. A third SAIL loan to Kearny Municipal Utilities Authority to replace two pump stations for $6.3 million is expected to close on March 21, Executive Director Zimmer asked if there were any comments or questions. Hearing none, Chairman Victor requested a motion for approval. The resolution was moved for adoption by Mr. Longo and seconded by Mr. Kennedy. The motion was carried 5 to 0 with 0 abstentions. D. Executive Director Zimmer introduced Resolution No certifying the project list for the SFY2015 Bond Financing Program. The Board certifies all projects as a pre-condition to issuing a Trust loan for long-term funding. The SFY2015 program is expected to total $208.0 million with 49 borrowers providing General Obligation bonds representing 59 projects for a total of $204.9 million and one borrower providing a Revenue bond for one project for $3.17 million. Executive Director Zimmer asked if there were any comments or questions. Hearing none, Chairman Victor requested a motion for approval. The resolution was moved for adoption by Ms. Campbell and seconded by Mr. Ellis. The motion was carried 5 to 0 with 0 abstentions. Page 6

9 9. EXECUTIVE SESSION: Chairman Victor asked if there was a need for an Executive Session. Executive Director Zimmer responded there was not. Chairman Victor asked Executive Director Zimmer if there was any further action required by the Board. Mr. Zimmer answer there was not. Chairman Victor then asked for a motion for an adjournment. Mr. Ellis moved to adjourn the meeting. The motion was seconded by Mr. Longo. The motion was carried 5 to 0 with 0 abstentions. The meeting was adjourned at 10:44 am. Page 7

10 RESOLUTION NO RESOLUTION AUTHORIZING APPROVAL OF THE FEBRUARY 2015 TREASURER S REPORT WHEREAS, the New Jersey Environmental Infrastructure Trust (the "Trust") has reviewed the Treasurer s Report for February 2015; and WHEREAS, the Trust has placed in its files certain correspondence relating to expenses incurred in relation to the Trust. NOW THEREFORE BE IT RESOLVED, that the Trust hereby accepts the Treasurer s Report for February 2015 and request that the same be entered into the record. Adopted Date: March 12, 2015 Motion Made By: Motion Seconded By: Mark Longo Roger Ellis Ayes: 5 Nays: 0 Abstentions: 0

11 RESOLUTION NO RESOLUTION OF THE TRUST AUTHORIZING THE ISSUANCE OF A REQUEST FOR PROPOSALS FOR INFORMATION TECHNOLOGY CONSULTING SERVICES WHEREAS, the New Jersey Environmental Infrastructure Trust (Trust) is authorized to make and enter all contracts necessary or incidental to the performance of its duties pursuant to N.J.S.A. 58:11B-5(d); and WHEREAS, there is a need for the Trust to hire a firm to perform Information Technology Consulting Services. NOW THEREFORE BE IT RESOLVED THAT the Trust hereby authorizes the Executive Director to competitively procure Information Technology Consulting Services pursuant to Environmental Infrastructure Trust Policy and Procedure number 4.00, Purchase of Goods and Services and BE IT FURTHER RESOLVED, the Executive Director is further authorized to solicit proposals, convene a Committee to review all proposals received, and to make a recommendation to the Board for the selection of a firm for Information Technology Consulting services to the Trust Board for contract approval for a two year contract with an option for one (1) additional one-year extension at the discretion of the Board. Adopted Date: March 12, 2015 Motion Made By: Motion Seconded By: Roger Ellis Mark Longo Ayes: 5 Nays: 0 Abstentions: 0

12 RESOLUTION NO RESOLUTION APPROVING THE NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE TRUST DISASTER RELIEF EMERGENCY FINANCING PROGRAM PROJECT ELIGIBILITY LIST WHEREAS, pursuant to N.J.S.A. 8:11B-9.5c, the New Jersey Environmental Infrastructure Trust (the Trust ) is required to submit to the Legislature a project priority list (hereinafter referred to as the "Disaster Relief Emergency Financing Program Eligibility List") for those projects or project sponsors eligible for a short-term or temporary loan from the Disaster Relief Emergency Financing Program Fund, at least once in each fiscal year. NOW THEREFORE, BE IT RESOLVED, that the Trust Board of Directors hereby approves the Disaster Relief Emergency Financing Program Eligibility List set forth as Appendix A; and BE IT FURTHER RESOLVED, that the Executive Director, in consultation with the Chairman or Vice Chairman, is hereby authorized and directed to take such other actions as are necessary or desirable to publish, file and distribute the Disaster Relief Emergency Financing Program Eligibility List. Adopted Date: March 12, 2015 Motion Made By: Motion Seconded By: Mark Longo Dan Kennedy Ayes: 5 Nays: 0 Abstentions: 0

13 RESOLUTION NO RESOLUTION CERTIFYING PROJECTS FOR THE STATE FISCAL YEAR 2015 NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE FINANCING PROGRAM WHEREAS, pursuant to Sections 5(m) and 9(a) of the New Jersey Environmental Infrastructure Trust Act (N.J.S.A. 58:11B-1 et seq.) (the "Act"), the New Jersey Environmental Infrastructure Trust (the "Trust") is authorized to make and contract to make loans to local government units or public water facilities (the "Borrowers") to finance a portion of the cost of environmental infrastructure projects which they may lawfully undertake or acquire and for which they are authorized by law to borrow funds; and WHEREAS, the Borrowers having projects listed in P.L. 2014, c.26 and in the Trust's Financial Plan submitted to the Legislature in May of 2014 pursuant to N.J.S.A. 58:11B-21 submitted applications to the Trust for Trust loans under the State Fiscal Year (SFY) 2015 Environmental Infrastructure Financing Program (as described in the Trust's Financial Plan) to finance a portion of the allowable costs of their environmental infrastructure projects; and WHEREAS, the Legislature has authorized in P.L. 2014, c.26 the expenditure of Trust funds to finance a portion of the allowable costs of the projects of certain Borrowers designated in Sections 2 and 4 of this legislation (constituting the "SFY2015 Project Priority List"); and WHEREAS, representatives of the Department of Environmental Protection (DEP) and the staff of the Trust have reviewed and evaluated these applications in accordance with the provisions of N.J.A.C. 7: and 4.46, advised the Trust which of these applications may be deemed complete, made recommendations to the Trust which applications may be approved or conditionally approved for Trust Loans, and determined the amounts presently constituting the allowable costs which may be financed with Trust loans; and WHEREAS, the Trust has received DEP certifications that certain projects are in conformity with P.L. 1985, c.329 the Wastewater Treatment Bond Act of 1985; P.L. 1992, c.88, N.J.S.A. 58:12A-1 et seq. the Green Acres, Clean Water, Farmland and Historic Preservation Bond Act of 1992; P.L. 2003, c.162 the Dam, Lake, Stream, Flood Control, Water Resources, and Wastewater Treatment Project Bond Act of 2003; N.J.S.A. 58:12A-2 Et. Seq., and/or P.L. 1981, c.261 the Water Supply Bond Act of 1981 and any rules and regulations adopted pursuant thereto; and with respect to certain other projects, certification conditioned upon such projects satisfying certain contingencies required by the DEP pursuant to its regulations. NOW THEREFORE BE IT RESOLVED, the Trust Board of Directors hereby approves the project applications set forth in Appendix A for Trust loans under the SFY2015 Environmental Infrastructure Financing Program, subject to certification of the corresponding projects by the Chairman or Vice Chairman of the Trust pursuant to the provisions of P.L. 2014, c.26, Section 6 as being in conformity with the provisions of the Act and rules and regulations adopted pursuant thereto. Adopted Date: March 12, 2015 Motion Made By: Motion Seconded By: Christine Campbell Roger Ellis Ayes: 5 Nays: 0 Abstentions: 0

14 NJEIT BOARD MEETING MARCH 12, 2015 SUMMARY OF ANNOUNCEMENTS: Executive Director Zimmer summarized the substantive events and correspondence issued since the last Trust Board meeting. On March 3, 2015 Executive Director Zimmer attended the quarterly Urban Water Working Group meeting. On February 26, 2015 Executive Director Zimmer, and members of DEP s senior staff met with representatives from Tetra Tech to discuss their Emergency Response Community Resiliency Services. On February 26, 2015 Executive Director Zimmer and Assistant Director Scangarella met with NJBIA President Michele Siekerka to discuss coordination of efforts on water infrastructure. On February 24, 2015 Board Secretary Roger Ellis and Executive Director Zimmer met with NJ Seed s Executive Director, Michael Drulis, and representatives from the GFOA to discuss pending legislation. On February 12, 2015 Board Chairman, Warren Victor, Vice Chairman Bob Briant, Jr. and Executive Director Zimmer met with NJBIA President, Michele Siekerka and UTCA s Executive Director, Anthony Attanasio to discuss strategic initiatives Trust senior staff participated in the following client project pre-planning meetings or conference calls to discuss program funding issues: o Atlantic County Utilities Authority SFY2015 Financing Program H 2 LOans computer system meetings continue between the Trust and DEP technology and process staffs. The April 9, 2015 Trust Board meeting has been rescheduled to April 16, 2015 at 10:00 a.m. at the Trust s offices. Please mark your calendars.

15 SUMMARY OF CORRESPONDENCE: During the past month, the Trust received or sent the following noteworthy correspondence. Pursuant to the Trust s Green Initiative, the agenda package does not include copies of the following correspondence. Board members should contact the Trust Secretary if they wish to receive hard copies Certificates were sent to the following Program borrowers: 2014A Burlington County Project No. S A Gloucester County UA Project No. S /10/ A East Orange WC Project No. S Berkeley Heights Twp. Project No. S A Seaside Park Borough Project No. S A Seaside Park Borough Project No. W Princeton (formerly Princeton Twp.) Project No. S B 2006 Princeton (formerly Princeton Boro) Project No. S A 30-Day Refunding Bond Sale for Bond Series 2015B-R (AMT) report was sent to State Treasurer Andrew Sidamon-Eristoff. JBOC was notified of the February 4, 2015 Refunding Bond Sale for Bond Series 2015B-R (AMT). A copy of the full list of announcements is available on the Trust s webpage in a format that allows for copying under the General Information tab. (Locate Meeting Date, select Minutes, the announcements will be at the end of the file.)

16 Agenda Item 8A RESOLUTION NO RESOLUTION AUTHORIZING APPROVAL OF THE MARCH 2015 TREASURER S REPORT WHEREAS, the New Jersey Environmental Infrastructure Trust (the "Trust") has reviewed the Treasurer s Report for March 2015; and WHEREAS, the Trust has placed in its files certain correspondence relating to expenses incurred in relation to the Trust. NOW THEREFORE BE IT RESOLVED, that the Trust hereby accepts the Treasurer s Report for March 2015 and request that the same be entered into the record. Adopted Date: Motion Made By: Motion Seconded By: Ayes: Nays: Abstentions:

17 Agenda Item 8B RESOLUTION NO. 15- RESOLUTION ACKNOWLEDGING RECEIPT OF THE GOVERNOR S AND STATE TREASURER S APPROVAL OF ENVIRONMENTAL INFRASTRUCTURE BOND RESOLUTION SERIES 2015A WHEREAS, the New Jersey Environmental Infrastructure Trust (Trust) is authorized to issue bonds, notes, and other obligations pursuant to N.J.S.A.58:11B-6; and WHEREAS, the Trust desires to issue Bonds for the purpose of funding portions of projects to be financed in the State Fiscal Year 2015 New Jersey Environmental Infrastructure Financing Program; and WHEREAS, the Governor s and State Treasurer s written approval is required prior to a resolution or other action of the Trust providing for the issuance of bonds (N.J.S.A. 58:11B-4(j)); and WHEREAS, the Trust has received the Governor s written approval of the Trust s issuance of New Jersey Environmental Infrastructure Trust Environmental infrastructure Bond Resolution, Series 2015A on April [ X ], 2015; and WHEREAS, the Trust has received the State Treasurer s written approval of the Trust s issuance of New Jersey Environmental Infrastructure Trust Environmental infrastructure Bond Resolution, Series 2015A on March 25, NOW THEREFORE BE IT RESOLVED, that the New Jersey Environmental Infrastructure Trust acknowledges receipt of the Governor and State Treasurer s written approval of the Trust s issuance of New Jersey Environmental Infrastructure Trust Environmental infrastructure Bond Resolution, Series 2015A. Adopted Date: Motion Made By: Motion Seconded By: Ayes: Nays: Abstentions:

18 NEW JERSEY ENVIRONMENTAL INFRASTRUCTURE TRUST ENVIRONMENTAL INFRASTRUCTURE BOND RESOLUTION, SERIES A Adopted April 1016, ME1\

19 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION 1.01 Definitions Rules of Interpretation Authority for Bond Resolution and Delegation Bond Resolution and Bonds Constitute a Contract; Pledge of Trust Estate; Interest in Master Program Trust Account ARTICLE II AUTHORIZATION AND ISSUANCE OF BONDS 2.01 Authorization of Bonds; Designation of Bonds of Series General Provisions for Issuance of Bonds Series 2014A2015A-1- Bonds Refunding Bonds Book-Entry-Only System ARTICLE III GENERAL TERMS AND PROVISIONS OF BONDS 3.01 Medium of Payment; Form and Date; Letters and Numbers Legends Execution and Authentication Transfer and Registry Regulations With Respect to Exchanges and Transfers Bonds Mutilated, Destroyed, Stolen or Lost Temporary Bonds Cancellation and Destruction of Bonds ARTICLE IV REDEMPTION OF BONDS PRIOR TO MATURITY 4.01 Privilege of Redemption and Redemption Price Optional and Mandatory Sinking Fund Redemption Redemption Otherwise than at Trust s Election or Direction Selection of Bonds to Be Redeemed Notice of Redemption Payment of Redeemed Bonds Redemption of Portions of Bonds i-

20 ARTICLE V REVENUES AND FUNDS 5.01 Creation of Funds and Accounts Project Fund Operating Expense Fund Revenues Revenue Fund Debt Service Fund Debt Service Reserve Fund General Fund Moneys to Be Held in Trust Investments ARTICLE VI LOANS 6.01 Terms and Conditions of Loans Form of Loan Agreement Restrictions on Loans Loan Closing Submissions Trust Bond Loan Repayments Continuing Disclosure ARTICLE VII ADDITIONAL PROVISIONS RELATING TO LOANS 7.01 Reserved Defaults Termination of Loan Agreements Loan Files Trustee s Obligations ARTICLE VIII GENERAL COVENANTS 8.01 Payment of Bonds Observance and Performance of Duties, Covenants, Obligations and Agreements; Representations as to Authorization and Validity of Bonds Liens, Encumbrances and Charges Accounts and Audits Further Assurances Tax Rebate Application of Loan Prepayments ii-

21 ARTICLE IX DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND BONDHOLDERS 9.01 Defaults; Events of Default Acceleration of Bonds; Remedies Right of Holders of a Series of Bonds to Direct Proceedings Reserved Application of Moneys Remedies Vested in Trustee Rights and Remedies of Holders of Bonds Termination of Proceedings Waivers of Events of Default Notice of Certain Defaults; Opportunity of Trust to Cure Defaults ARTICLE X FIDUCIARIES Appointments, Duties, Immunities and Liabilities of Trustee Paying Agents; Appointments Responsibilities of Fiduciaries Evidence Upon Which Fiduciaries May Act Compensation Certain Permitted Acts Resignation of Trustee Removal of Trustee Appointment of Successor Trustee Transfer of Rights and Property to Successor Trustee Merger or Consolidation Adoption of Authentication Resignation or Removal of Paying Agent; Appointment of Successor ARTICLE XI AMENDMENTS Supplemental Resolutions Effective Upon Filing With Trustee Supplemental Resolutions Effective Upon Consent of Trustee Supplemental Resolutions Effective With Consent of Bondholders General Provisions Mailing Powers of Amendment by Supplemental Resolution Consent of Bondholders Modifications or Amendments by Unanimous Consent Exclusion of Bonds Notation on Bonds Effect of Supplemental Resolution Amendment of Loan Agreements Notice of Amendments iii-

22 ARTICLE XII DEFEASANCE Defeasance of Bonds Evidence of Signatures and Ownership of Bonds Moneys Held for Particular Bonds ARTICLE XIII MARKETING AND SALE OF THE BONDS Preliminary Official Statement Official Statement Sale of the Series 2014A2015A-1 Bonds Electronic Dissemination of the Preliminary Official Statement; Electronic Acceptance of Proposals for Bonds; Award of Bonds Registration or Qualification of Series 2014A2015A-1 Bonds Establishment of Trust Account in Connection with the Sale of the Series 2014A2015A-1 Bonds Agreements with DTC; Discontinuance of Book-Entry System; Replacement of DTC.. 70 ARTICLE XIV MISCELLANEOUS Liability of Trust Limited to Trust Estate Successor Is Deemed Included in All References to Predecessor Limitation of Rights to Parties Waiver of Notice Destruction of Bonds Severability of Invalid Provisions Notices Disqualified Bonds Funds and Accounts Waiver of Personal Liability Trust Protected in Acting in Good Faith Business Days ARTICLE XV BOND FORM AND EFFECTIVE DATE Form of Series 2014A2015A-1 Bonds and Trustee s Authentication Certificate Effective Date EXHIBIT A... A-1 EXHIBIT B... B-1 EXHIBIT C... C-1 EXHIBIT D... D-1 -iv-

23 EXHIBIT E... E-1 SCHEDULE I-A... I-A-1 SCHEDULE I-B...I-B-1 SCHEDULE II... II-1 SCHEDULE II-A... II-A-1 SCHEDULE II-B... II-B-1 -v-

24 ENVIRONMENTAL INFRASTRUCTURE BOND RESOLUTION, SERIES A Adopted April 1016, BE IT RESOLVED by the Board of Directors of the New Jersey Environmental Infrastructure Trust (the Trust ) as follows: ARTICLE I DEFINITIONS AND RULES OF INTERPRETATION SECTION Definitions. Unless the context otherwise requires, for all purposes of this Bond Resolution, the terms defined in this Section 1.01 shall have the meanings specified below: Account means any account designated and established hereunder. Act means the New Jersey Environmental Infrastructure Trust Act, constituting Chapter 334 of the Pamphlet Laws of 1985 of the State of New Jersey (N.J.S.A. 58:11B-1 et seq.), as the same may from time to time be amended and supplemented. Administrative Fee means an annual fee of three-tenths of one percent (.30%) of the initial principal amount of the Loan or such lesser amount, if any, as the Trust may approve from time to time, payable by each Borrower in accordance with the terms of its Loan Agreement. Administrative Fee Account means the Account within the Operating Expense Fund so designated and established by Article V hereof. Allocable Share for any Borrower means (i) with respect to Net Earnings on the Debt Service Reserve Fund during the capitalized interest period for SRF Borrowers that are not or are no longer capitalizing interest as determined pursuant to Section 5.10(2)(b)(i) hereof, the percentage set forth for any such SRF Borrowers on Schedule II-A attached hereto, which percentage shall be equal to a fraction, the numerator of which shall equal the principal amount of the Loan for such SRF Borrower, and the denominator of which shall equal the aggregate principal amount of all Loans for all SRF Borrowers that are not or are no longer capitalizing interest as of the date of such determination, (ii) with respect to Net Earnings on the Debt Service Reserve Fund during the capitalized interest period for non-srf Borrowers that are not or are no longer capitalizing interest as determined pursuant to Section 5.10(2)(b)(ii) hereof, the percentage set forth for any such non-srf Borrowers on Schedule II-B attached hereto, which percentage shall be equal to a fraction, the numerator of which shall equal the principal amount of the Loan for such non-srf Borrower, and the denominator of which shall equal the aggregate principal amount of all Loans for all non-srf Borrowers that are not or are no longer capitalizing interest as of the date of such determination, (iii) with respect to Net Earnings on the Debt Service Reserve Fund after the capitalized interest period as determined pursuant to Sections 5.10(3) and 5.10(4)(c) and (d) hereof and with respect to the Net Earnings on all other funds and accounts that are subject to transfer and credit in accordance with Sections 5.10(3) and (4) hereof, the percentage set forth for any such Borrower on Schedule I-A attached hereto for SRF and non-srf Borrowers, respectively, which percentage shall be equal to a fraction, the numerator of which shall equal the principal amount of the Loan for such Borrower, and the denominator of which shall equal the aggregate principal amount of all Loans for all SRF or non-srf Borrowers, as appropriate, and (iv) for all other purposes hereunder, the percentage set forth for any such Borrower on Schedule I-B attached hereto, which percentage shall be equal to a fraction, the numerator of which shall equal the principal amount of the Loan for such Borrower, and the denominator of which shall equal the

25 aggregate principal amount of all Loans for all Borrowers; provided, however, that in the event the Borrowers are either all SRF Borrowers or all non-srf Borrowers, the percentages set forth in Schedule I- A attached hereto shall equal the percentages set forth in Schedule I-B hereto. Allowable Project Cost means for any Borrower the Trust Share as initially defined in Exhibit B to such Borrower s Loan Agreement. Applicable means (i) with reference to any Fund, Account or Subaccount so designated and established by this Bond Resolution, the Fund, Account or Subaccount so designated and established, (ii) with respect to any Series of Bonds, the Series of Bonds issued for a particular purpose hereunder, and (iii) with respect to any Loan Agreement, the Loan Agreement entered into by and between a Borrower and the Trust relating to a borrowing from the Trust. Authorized Newspapers means three general newspapers and one financial newspaper, all of which are customarily published at least once a day for at least five days (other than legal holidays) in each calendar week, printed in the English language and of general circulation, with respect to the general newspapers, in the State of New Jersey, and with respect to the financial newspaper, in the State of New Jersey or the Borough of Manhattan, City and State of New York. Authorized Officer means (i) in the case of the Trust, the Chairman, Vice-Chairman or Executive Director of the Trust, or any other person or persons designated by the Board by resolution to act on behalf of the Trust under this Bond Resolution; the designation of such person or persons shall be evidenced by a written certificate containing the specimen signature of such person or persons and signed on behalf of the Trust by its Chairman, Vice-Chairman or Executive Director; (ii) in the case of a Borrower, any person or persons authorized pursuant to a resolution or ordinance of the governing body of the Borrower to perform any act or execute any document; the designation of such person or persons shall be evidenced by a certified copy of such resolution or ordinance delivered to the Trust and the Trustee; and (iii) in the case of the Trustee, any person or persons authorized to perform any act or execute any document; the designation of such person or persons shall be evidenced by a written certificate containing the specimen signature of such person or persons reasonably acceptable to the Trust. Board means the Board of Directors of the Trust, or if said Board shall be abolished, the board, body, commission or agency succeeding to the principal functions thereof or to whom the powers and duties granted or imposed by this Bond Resolution shall be given by law. Bond or Bonds means one or more, as the case may be, of the Series 2014A2015A-1 Bonds or Refunding Bonds, and all bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article III or Sections 4.07 or hereof. Bond Counsel means a law firm, appointed by the Trust, having a reputation in the field of municipal law whose opinions are generally accepted by purchasers of municipal bonds. Bondholder, Holder or holder means any person who shall be the registered owner of a Bond or Bonds. Bond Resolution means this Environmental Infrastructure Bond Resolution, Series A, as adopted by the Board on April 1016, , and all amendments and supplements thereto adopted in accordance with the provisions hereof. -2-

26 Bond Year means a period of 12 consecutive months beginning on September 1 of any calendar year and ending on August 31 of the immediately succeeding calendar year, except that the first bond year shall be a period commencing on the date of issuance of the initial Series of Bonds hereunder and ending on the next succeeding August 31. Borrower means any Local Government Unit or Private Entity (as such terms are defined in the Regulations) authorized to construct, operate and maintain environmental infrastructure facilities that has entered into a Loan Agreement with the Trust pursuant to which such Borrower will borrow money from the Project Fund financed through the issuance of the Series 2014A2015A-1 Bonds. Borrowers shall include municipal and county Borrowers and authority Borrowers. The municipal and county Borrowers consist of: Atlantic Highlands Borough (S A), Bellmawr Borough (S ), Brielle Borough ( ), Burlington County (S ), Burlington Township (S , S Beach Haven Borough ( ), Beachwood Borough (S ), Brigantine City ( ), Camden City (S , ), Chatham Borough (S ), Clayton Borough ( ), Clinton Town ( ), Delran Township (S ). Fanwood Borough (S ), Gloucester City (S , , ), A), East Orange City (S A), Elizabeth City (S B, S ), Gloucester Township (S ), Hammonton Town (S , , , ), Highlands Borough (S B), Long Beach Township (S , S , ), Long Hill12), Hackensack City (S ), Hillside Township (S C), Hopatcong Borough (S ), Irvington Township (S D), Madison Borough (S B), Maple Shade Township (S ), Merchantville Borough (S ), Newark City (S , S E), Ocean County (S )03, Ocean Gate Borough (S , S ), Ocean Township (S , S , ), Palmyra 006, ), Old Bridge Municipal Utilities Authority ( ), Oradell Borough (S ), Perth Amboy City (S ), Phillipsburg Town (S ), Point Pleasant Borough (S ), Stanhope Borough ( , ), South Orange Township, Village of (S F), Stone Harbor Borough (S , A), Trenton City ( ), Union Township (S G), West Orange Township (S H), Wildwood City ( ), Vineland City ( ), and WatchungWildwood Crest Borough (S ) , S ), and Winslow Township (S ). The authority Borrowers consist of: Berkeley Township Sewerage Authority (S ), Camden County Municipal Utilities Authority ( ), Evesham Municipal Utilities Authority (S , S ), Ewing- Lawrence Sewerage Authority (S ), Gloucester County Utilities Authority (S ), Hamilton Township Municipal Utilities Authority (S , ), Hanover Sewerage Authority (S ), Jersey City Municipal Utilities Authority (S ), Manchester Utilities Authority ( , , ), Merchantville-Pennsauken Water Commission ( ) (DW), Middlesex County Utilities Authority (S ), North Bergen Municipal Utilities11, ), North Hudson Sewerage Authority (S ), Northwest Bergen County Utilities Authority (S ), Ocean County Utilities Authority (S ), Old Bridge12), Pequannock River Basin Regional Sewerage Authority (S ), Pequannock, Lincoln Park & Fairfield Sewerage Authority (S , S ), Rahway Valley Sewerage Authority (S ), Raritan Township Municipal Utilities Authority ( , S ), Passaic ValleyStony Brook Regional Sewerage CommissionersAuthority (S , S , S , S ), Pine Hill Borough Municipal ), Western Monmouth Utilities Authority (S , ), Toms River Municipal Utilities Authority (S , S ), Warren County (Pequest River) Municipal Utilities Authority (S ), and Willingboro Municipal Utilities Authority (S , S , /500, , /500). All of the Borrowers are SRF Borrowers other than Atlantic Highlands Borough (S A), Merchantville-Pennsauken Water Commission ( ), Ewing-Lawrence Sewerage Authority (S ), Highlands Borough (S B), Ocean -3-

27 County Utilities Authority (S ), and Old Bridge Municipal Utilities Authority ( , ), which are Non-SRF Borrowers.. Borrower s Project means the project of the Borrower described in Exhibit A-1 to the Applicable Loan Agreement which constitutes a project for which the Trust is permitted to make a loan to the Borrower pursuant to the Act. Business Day means, with respect to the Bonds of any Series, any day other than (i) a Saturday, Sunday or legal holiday or a day on which banking institutions, in the city in which the Principal Office of the Trust, the Trustee, the Paying Agent, or the Master Program Trustee is located, are closed, or (ii) a day on which the New York Stock Exchange is closed. Capitalized Interest Account means the Account within the Debt Service Fund so designated and established by Article V hereof. Certificate, Order, Request, Requisition and Statement mean, respectively, a written certificate, order, request, requisition or statement signed in the name of the Trust, the Trustee or a Borrower by an Authorized Officer of the Trust, the Trustee or such Borrower, respectively. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the instruments so combined shall be read and construed as a single instrument. Clearing Account means the account so designated and established by Section 5.04(1) hereof. Code means the Internal Revenue Code of 1986, as the same may from time to time be amended or supplemented, including any regulations promulgated thereunder and any administrative or judicial interpretations thereof. Cost means those costs that are eligible, reasonable, necessary, allocable to a Borrower s Project and permitted by generally accepted accounting principles, including Allowances and Building Costs (as defined in the Regulations), as shall be determined on a project-specific basis in accordance with the Regulations. Costs of Issuance means all items of expense directly or indirectly payable by or reimbursable to the Trust and related to the authorization, execution, issuance, sale and delivery of each Series of Bonds, including (without limitation) costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of the Trustee, and the Paying Agent, legal fees and charges, fees and disbursements of financial or other consultants and professionals, fees and charges for preparation, execution and safekeeping of the Bonds of such Series and any other cost, charge or fee in connection with the issuance of such Series of Bonds. Costs of Issuance Account means the Account within the Operating Expense Fund so designated and established by Article V hereof. Counsel means an attorney at law or firm of attorneys at law (who may be, without limitation, of counsel to, or an employee of, the Trust, the Trustee, the Paying Agent, the Master Program Trustee or any Borrower) duly admitted to practice law before the highest court of any state. Debt Service Fund means the fund so designated and established by Article V hereof. -4-

28 Debt Service Reserve Fund means the Fund so designated and established by Article V hereof. Debt Service Reserve Fund Credit Facility means any irrevocable letter of credit or insurance policy issued to the Trustee by a bank, insurance company or other financial institution, the long term debt of which is rated in either of the two highest credit rating categories by one or more Rating Agency. Debt Service Reserve Requirement means, as of any date of calculation, (1) an amount equal to, or (2) a Debt Service Reserve Fund Credit Facility in an aggregate principal amount equal to, the lesser of (i) the greatest amount required in the then current Bond Year or in any future Bond Year to pay the sum of (a) interest on the Outstanding Series 2014A2015A-1 Bonds and Outstanding Refunding Bonds and (b) principal or Sinking Fund Installments, as the case may be, of the Outstanding Series 2014A2015A-1 Bonds and Outstanding Refunding Bonds; (ii) 125% of a fraction, the numerator of which is the sum of the interest, principal and Sinking Fund Installments on the Outstanding Series 2014A2015A-1 Bonds and Outstanding Refunding Bonds payable beginning in such Bond Year and each succeeding Bond Year thereafter until the maturity of the Outstanding Series 2014A2015A-1 Bonds and Outstanding Refunding Bonds, and the denominator of which is the number of years or portion thereof until the maturity of the Outstanding Series 2014A2015A-1 Bonds and Outstanding Refunding Bonds; or (iii) the sum of 10% of the proceeds of the Series 2014A2015A-1 Bonds, but only if such Series 2014A2015A-1 Bonds are Outstanding, and if any Refunding Bonds are Outstanding, 10% of the proceeds of such Refunding Bonds, within the meaning of Section 148(d) of the Code. Notwithstanding the provisions of this definition to the contrary, if each Rating Agency that has been requested by the Trust to publish a rating for the Series 2014A2015A-1 Bonds or any Refunding Bonds, as the case may be, determines that such Rating Agency shall assign to the Series 2014A2015A-1 Bonds or any Refunding Bonds, as the case may be, upon the issuance thereof, the then highest rating assigned to any such debt instruments by such Rating Agency notwithstanding the fact that the Debt Service Reserve Requirement is equal to $0.00, then, given such factual circumstances, the Debt Service Reserve Requirement pursuant to the terms of this Resolution shall be equal to $0.00 during the entire period during which the Series 2014A2015A-1 Bonds or any Refunding Bonds, as the case may be, remain Outstanding. Default means an event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default with respect to the Bonds. Department means the New Jersey Department of Environmental Protection. DTC means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, in its capacity as securities depository for the Series 2014A2015A-1 Bonds. Event of Default means any occurrence or event designated as such in Section Fiduciary or Fiduciaries means the Trustee or the Paying Agent, or both of them, as may be appropriate. Fund means any Fund designated and established hereunder. General Fund means the Fund so designated and established by Article V hereof. Interest Account means the Account within the Debt Service Fund so designated and established by Article V hereof. -5-