66-19 West Orange_NJIB_ Joint Meeting Form Sale and Agreements Resolution (Project 1 of 2019).pdf

-3- (f) the Note shall be issued in a single denomination and shall be numbered "CFP- 2019-1"; (g) the Note shall be issued in fully registered form and shall be payable to the registered owner thereof as to both principal and interest in lawful money of the United States of America; and (h) the Note shall be executed by the manual or facsimile signatures of the Mayor and the Chief Financial Officer (the "Authorized Officers") under official seal or facsimile thereof affixed, printed, engraved or reproduced thereon and attested by the manual signature of the Township Clerk. Section 5. The Note shall be substantially in the form attached hereto as Exhibit A. Section 6. The law firm of McManimon, Scotland & Baumann, LLC, Roseland, New Jersey, is hereby authorized to arrange for the printing of the Note, which law firm may authorize McCarter & English, LLP, bond counsel to the I-Bank for the Construction Loan Financing Program, to arrange for same. Section 7. The Authorized Officers of the Township are hereby further severally authorized to (i) execute and deliver, and the Township Clerk is hereby further authorized to attest to such execution and to affix the corporate seal of the Township to, any document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Officers of the Township, in their sole discretion, after consultation with counsel and any advisors to the Township and after further consultation with the I-Bank and its representatives, agents, counsel and advisors, to be executed in connection with the issuance and sale of the Note and the participation of the Township in the Construction Financing Loan Program, which determination shall be conclusively evidenced by the execution of each such certificate or other document by the party authorized hereunder to execute such certificate or other document, and (ii) perform such other actions as the Authorized Officers deem necessary, desirable or convenient in relation to the execution and delivery of the Note and the participation of the Township in the Construction Financing Loan Program. Section 8. This resolution shall take effect immediately. Section 9. Upon the adoption hereof, the Township Clerk shall forward certified copies of this resolution to Erin K. Law, Esq., McManimon, Scotland & Baumann, LLC, bond counsel to the Township, Everett M. Johnson, Esq.,

adoption hereof, the Township Clerk shall forward certified copies of this resolution to Erin K. Law, Esq., McManimon, Scotland & Baumann, LLC, bond counsel to the Township, Everett M. Johnson, Esq., Wilentz, Goldman & Spitzer, P.A., bond counsel to the Joint Meeting, David Zimmer, Executive Director of the I-Bank, and Richard T. Nolan, Esq., McCarter & English, LLP, bond counsel to the I-Bank. Karen J. Carnevale, R.M.C. Jerry Guarino, Council President Municipal Clerk Adopted: February 19, 2019