64-19 - Exhibit - Wilentz as Special Conflict Bond Counsel for Bond for Acquisition of Rock Spring Golf Course.pdf

SPECIAL BOND COUNSEL SERVICES AGREEMENT THIS AGREEMENT, made as of this ______ day of February, 2019, between the TOWNSHIP OF WEST ORANGE, a body politic of the State of New Jersey, herein designated as the "Township", party of the first part, and WILENTZ, GOLDMAN & SPITZER, P.A., Attorneys at Law with offices at 90 Woodbridge Center Drive, Woodbridge, New Jersey, hereinafter designated as "Special Bond Counsel", party of the second part: WITNESSETH: 1. The Township desires to authorize and to issue its bonds for various capital projects and to provide for the terms and the security of such bonds in accordance with the laws of the State of New Jersey. The Township desires to finance such capital projects through temporary and permanent obligations at the most advantageous terms available to it. 2. Special Bond Counsel, in consideration of the making and the signing of the within Agreement, agrees to render the following services: A. Special Bond Counsel will prepare or review all bond ordinances adopted or to be adopted by the governing body. B. Special Bond Counsel will assemble a certified record of proceedings to evidence the proper adoption of each bond ordinance in accordance with the provisions of the Local Bond Law and other applicable New Jersey Statutes. C. When the Township determines to issue bonds, Special Bond Counsel will prepare the necessary resolutions or other operative documents authorizing the bond sale. Special Bond Counsel will seek the advice of the Auditor in connection with the appropriate maturity schedule for the bonds to be sold. Special Bond Counsel will coordinate the printing and the distribution of the Official Statement to those financial institutions that customarily submit bids for new issues of New Jersey municipal bonds of that type. It will arrange for the printing of the notice of sale in The Bond Buyer and in the local newspaper, as required by law, and will answer inquiries made by the investment community concerning

inting of the notice of sale in The Bond Buyer and in the local newspaper, as required by law, and will answer inquiries made by the investment community concerning the bond sale. Special Bond Counsel will attend the bond sale and will render legal advice as necessary concerning the submission of bids for the bonds in accordance with the notice of sale and the requirements of law. After the bond sale, Special Bond Counsel will prepare the bonds for execution, will prepare and see to the execution of the necessary closing certificates and will establish the time and the place for the delivery of the bonds to the successful bidder. Special Bond Counsel will attend the closing with the appropriate officials, at which time the bonds will be delivered, payment will be made for the bonds, and Special Bond Counsel will issue a final approving legal opinion with respect to the validity of the bonds. D. When the Township determines to issue bond anticipation notes or tax anticipation notes, Special Bond Counsel will prepare any necessary resolutions to authorize the sale of such notes. When the purchaser and the details of the notes have been determined, Special Bond Counsel will prepare the notes for execution and will prepare the appropriate closing certificates and an approving legal opinion #10409321.1(999906.193)