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

with respect to the notes. Unless requested otherwise, Special Bond Counsel will forward the notes, closing papers and approving legal opinion to the Township Attorney for execution and delivery. E. Special Bond Counsel will provide basic advice in regard to the effect of the federal arbitrage regulations on the issuance of bonds or bond anticipation notes and the investment of the proceeds thereof. F. Special Bond Counsel will provide other legal advice requested by the Township, provided such advice is within the legal expertise of Special Bond Counsel’s law firm. G. Special Bond Counsel will prepare, review and distribute the Preliminary and Final Official Statements in connection with any bond or note financing. H. Special Bond Counsel will provide legal services, prepare the necessary documentation and review and comment upon all documents in connection with any capital equipment lease financing or pooled loan financing undertaken by the Township through the Essex County Improvement Authority (“ECIA”). 3. The Township will make payment to Special Bond Counsel for services rendered in accordance with the following schedule: A. For services rendered or in connection with each bond sale, a fee of $3,500, plus $1.00 per thousand dollars of bonds issued. Time relating to the review of the Official Statement, the continuing disclosure document or other disclosure document will be billed at the hourly rates described in Section 3F below. B. For services rendered in connection with the preparation of each bond ordinance, a fee of $450 for each single purpose ordinance and $650 for each multipurpose ordinance. If the preparation of the ordinance involves consultations, meetings or discussions that are out of the ordinary, that is, services that are not described in Section 2 hereof such as attendance at meetings, attention to litigation or other matters described in Section 3F, there

that is, services that are not described in Section 2 hereof such as attendance at meetings, attention to litigation or other matters described in Section 3F, there will be additional fees to be charged at the hourly rates of the attorneys in effect at the time of providing the services. The fees for services in connection with the ordinances will be charged periodically during the course of the year. C. The fee for any temporary financing involving a private placement and not involving numerous notes, preparation of an Official Statement, complicated arbitrage analysis, investment yield restrictions or attendance at the closing shall be $2,500.00 for Special Bond Counsel’s approving legal opinion in connection with such a financing and $.85 per thousand dollars of bond or tax anticipation notes or emergency notes issued. If additional services are required, such as with issues involving advance refundings or the combination of numerous ordinances, the additional time required will be billed at the hourly rates in effect when the services are performed. D. In the event that a Letter of Credit or similar credit enhancement facility is used in connection with either a bond or note issue, an additional fee based on the #10409321.1(999906.193)