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FH Meeting Minutes - 2013-10-02 (Special Meeting)

FH Meeting Minutes - 2013-10-02 (Special Meeting)

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Published by Morris County NJ

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Published by: Morris County NJ on Oct 15, 2013
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A special meeting of The Board of Chosen Freeholders of the County ofMorris, State of New Jersey, was held on October 2, 2013 in the KnoxConference Room, Fifth Floor, Administration and Records Building, CourtStreet, Morristown, New Jersey. The meeting began at 6:03 p.m.Clerk of the Board Diane M. Ketchum announced that adequate notice ofthis meeting held the 2
day of October has been provided to the Star Ledger,the Daily Record and the Record and by filing a copy of same with the MorrisCounty Clerk and the Clerk of this Board on September 30, 2013. Writtennotice of this Special Meeting was provided to each Freeholder onSeptember 26, 2013 as provided in N.J.S.A. 40:20-77.
Freeholders Douglas Cabana, John Cesaro, Ann Grossi,Hank Lyon, David Scapicchio, John Krickus andDirector Mastrangelo(7)ALSO PRESENT:County Counsel Dan O’Mullan, County Administrator JohnBonanni, Assistant Administrator Mary Jo Buchanan,Assistant County Counsel Bush and Clerk of theBoardDiane M. KetchumALSO PRESENT:Improvement Authority Members: Ellen Sandman, Frank Pinto,Chris Ramirez, Glenn Roe, County Treasurer and CindyRueter, Secretary of the Improvement AuthorityALSO PRESENT:Public Information Officer Joe Garifo, Manager of LaborRelations, Allison Stapleton and Attorney MattGiocobbe
Director Mastrangelo opened the meeting with a salute to the flag.--At 6:05 p.m. Freeholder Mastrangelo made a motion to go into closedsession and Freeholder Grossi seconded the motion.Mr. O’Mullan read the following:WHEREAS, pursuant to P.L. 1975 Ch. 231, the Open Public Meetings Act,the Board may exclude the public to discuss matters as are provided under theAct; andWHEREAS, said Act provides that this Board exclude the public from thediscussion of such matters,NOW, THEREFORE, BE IT RESOLVED, that this Board hereby excludes thepublic in order to discuss such matters. The general nature of the subjectsto be discussed is as follows:1.Contracts Solar II2.Labor Negotiations PBA 151The Freeholder Board returned to open session at 6:54 p.m.Those present were: Freeholders Mastrangelo, Scapicchio, Cabana,Cesaro, Grossi, Krickus and Lyon.Also present were: John Bonanni, County Administrator; Dan O’Mullan,County Counsel; Randy Bush, Assistant County Counsel; and County PublicInformation Officer Joe Garifo.Also present were: Improvement Authority Members: Ellen Sandman,Frank Pinto, Chris Ramirez, Glenn Roe, County Treasurer; and Cindy Rueter,Secretary of the Improvement Authority.Also present were: Improvement Authority Representatives: StephenPearlman, Improvement Authority Counsel; Attorney Matthew D. Jessup(McManimon, Scotland, Baumann); Joseph Santaiti, Vice President, GabelAssociates; and Heather I. Litzebauer, Vice President of NW Financial Group.
Consent No. 2 pertaining to Solar 2 was distributed.Counsel O’Mullan read by title only the resolution: “Resolution of theBoard of Chosen Freeholders of the County of Morris, New Jersey, Authorizingthe Execution and Delivery of Amendment and Consent No. 2.”RESOLUTION OF THE BOARD OF CHOSEN FREEHOLDERS OF THE COUNTY OF MORRIS, NEWJERSEY, AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDMENT AND CONSENT NO. 2Resolution Number 1WHEREAS, the Morris County Improvement Authority (including anysuccessors and assigns, the "
Improvement Authority 
") has been duly created byresolution duly adopted by the Board of Chosen Freeholders (the "
Board of Chosen Freeholders
") of the County of Morris (the "
") in the State ofNew Jersey (the "
") as a public body corporate and politic of the Statepursuant to and in accordance with the county improvement authorities law,constituting Chapter 183 of the Pamphlet Laws of 1960 of the State, and theacts amendatory thereof and supplemental thereto (the "
"), and otherapplicable law; andWHEREAS, the Improvement Authority has developed a program (the"
Renewable Energy Program
") for the financing, design, permitting,acquisition, construction, installation, operation and maintenance ofrenewable energy capital equipment and facilities such as solar panels, windturbines, and hydro-electric, bio-diesel, geothermal, and bio-massfacilities, including any related electrical modifications, work related tothe maintenance of roof warranties, or other work required, desirable orconvenient for the installation of such systems (collectively, the renewableenergy capital equipment and facilities, the "
Renewable Energy Projects
") forand on behalf of the County and local governmental units within the County,including without limitation municipalities, boards of education for schooldistricts, local authorities and any other local governmentinstrumentalities, public bodies or other local government entities; andWHEREAS, pursuant to the Program Documents (the "
Program Documents
")defined in the hereinafter defined Bond Resolution, including that certainresolution number 11-31 entitled, "RESOLUTION AUTHORIZING THE ISSUANCE OFCOUNTY OF MORRIS GUARANTEED RENEWABLE ENERGY PROGRAM LEASE REVENUE NOTES ANDBONDS, SERIES 2011 AND ADDITIONAL BONDS OF THE MORRIS COUNTY IMPROVEMENTAUTHORITY" adopted by the governing body of the Improvement Authority on July20, 2011, as amended and supplemented from time to time in accordance withits terms, including by Certificates of an Authorized Officer of theImprovement Authority dated December 8, 2011 and May 15, 2012, (collectively,and as the same may be further amended or supplemented in accordance with itsterms, the "
Bond Resolution
"), the Act, and other applicable law and officialaction, the Improvement Authority issued its (i) "County of Morris GuaranteedRenewable Energy Program Lease Revenue Bonds, Series 2011A (FederallyTaxable)" dated December 8, 2011, in the aggregate principal amount of$33,100,000 (the "
Series 2011A Bonds
") and its (ii) "County of MorrisGuaranteed Renewable Energy Program Lease Revenue Note, Series 2011B(Federally Taxable)" dated May 15, 2012, in the aggregate principal amount of$1,200,000 (the "
Series 2011B Note
", and, together with the Series 2011ABonds, the "
Series 2011 Bonds
"), which Series 2011B Note is held in itsentirety by the County of Morris, New Jersey (the "County"), to finance theRenewable Energy Projects (any capitalized terms herein not otherwise definedherein relating to the Series 2011 Bonds, for all purposes of thisresolution, shall have the meanings ascribed to such terms in the BondResolution); andWHEREAS, SunLight General Morris Solar, LLC ("
SunLight Morris
") wasselected by the Improvement Authority to develop the Renewable EnergyProjects under the Program Documents by competitive processes of theImprovement Authority; andWHEREAS, under the Program Documents for the Renewable Energy Program,SunLight Morris has granted to U.S. Bank National Association, as Trustee ofthe Series 2011 Bonds, a first lien collateral security interest in certainmonies and revenue sources; andWHEREAS, as of the date hereof, the County and the ImprovementAuthority have asserted that, but for the execution and delivery of thehereinafter defined Second Amendment and Consent, certain actions and/or
inactions of or by SunLight Morris would have given rise to certain Events ofDefault (subject, as applicable, to certain procedural requirements,including notice and cure periods) as defined under the Program Documents andSunLight Morris disputes these assertions; andWHEREAS, there is and has been pending an arbitration before theAmerican Arbitration Association between SunLight Morris and the EPCContractor with respect to the Renewable Energy Projects (the "
");andWHEREAS, the Improvement Authority, the County, SunLight Morris andcertain other parties to the Program Documents (collectively, the "
")desire to amend the Program Documents to allow for the final determinationsof the Arbitration, which Arbitration is expected to be completed asevidenced by written reasoned awards no later than May 1, 2014 (the"
Arbitration Resolution Date
"); andWHEREAS, the Parties further desire to make certain additionalamendments and supplements to, and provide certain consents in connectionwith, the Program Documents through the execution of the Second Amendment andConsent under applicable New Jersey law, which by its terms shall amend andsupplement the Program Documents.NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF CHOSEN FREEHOLDERS OFTHE COUNTY OF MORRIS, NEW JERSEY AS FOLLOWS:Section 1.The Amendment and Consent No. 2 (Morris County RenewableEnergy Program, Series 2011), in the form attached hereto as Exhibit A (the"
Second Amendment and Consent
"), is hereby approved with such additions,deletions and other modifications as recommended by counsel to the County ator prior to execution of same. In accordance with Section 13 of the Act(
40:37A-56), the Board of Chosen Freeholders hereby consents to theamendments to the Program Documents as set forth in the Second Amendment andConsent and the execution by the Authority of the Second Amendment andConsent.Section 2.The Freeholder Director of the Board of Chosen Freeholdersis hereby authorized and directed to execute and deliver the Second Amendmentand Consent on behalf of the County, acting as guarantor of the Series 2011ABonds and as sole holder of the Series 2011B Note, and the Clerk of the Boardof Chosen Freeholders is hereby authorized and directed to attest to theFreeholder Director's execution of such Second Amendment and Consent and isfurther authorized and directed to affix the seal of the County upon same.Section 3.The Freeholder Director, upon consultation with counsel tothe County, is hereby further authorized to take any and all actions, andexecute and deliver such other documents, certificates and instrumentsnecessary, desirable or convenient to effectuate the terms of the SecondAmendment and Consent.Section 4.All actions taken to date in connection with the SecondAmendment and Consent by the County and the County’s counsel are herebyratified, confirmed and approved.Section 5.This resolution shall take effect in accordance withapplicable law.Exhibit AForm of Amendment and Consent No. 2Amendment and Consent No. 2(Morris County Renewable Energy Program, Series 2011)by and amongMorris County Improvement Authority,County of Morris, New Jersey,U.S. Bank National AssociationSunLight General NJC Solar LLCSunLight General Morris Holdings, LLCSunLight General Morris Solar, LLCSunLight General Capital Management, LLCdated as of October 1, 2013

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