266-22 Resolution Authorizing Certain Actions for Notes (tax-exempt and taxable notes).pdf

4 #13419185.1 168182/002 Section 7. The Township hereby covenants and agrees to comply with the secondary market disclosure requirements of Rule 15c2-12, as amended (the “Rule”), promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and agrees to covenant to such compliance, as required, in a Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”). In connection therewith, an Authorized Officer of the Township, in consultation with Bond Counsel, the Auditor and the Municipal Advisor to the Township, is hereby authorized and directed to enter into and execute the Continuing Disclosure Certificate, evidencing the contractual undertaking of the Township to comply with the requirements of the Rule and to deliver the Continuing Disclosure Certificate in connection with the offer and sale of the Notes. Notwithstanding the foregoing, failure of the Township to comply with the Continuing Disclosure Certificate shall not be considered a default on the Note; however, any Noteholder may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance, to cause the Township to comply with its obligations hereunder and there under. The Authorized Officers, and any professionals or agents of the Township acting on its behalf, are each hereby authorized and directed to execute and deliver all certificates, documents and agreements in connection therewith and, if necessary, to file budgetary, financial and operating data on an annual basis and notices of certain enumerated events as required to comply with, and in accordance with, the provisions of the Rule. Section 8. The Chief Financial Officer of the Township is hereby authorized and directed, upon consultation with Bond Counsel, the Auditor and the Municipal Advisor to the Township, to, if applicable, submit information and financial data to ratings agencies to obtain a rating on the Notes. Section 9. This resolution shall take effect immediately. Karen J. Carnevale, R.M.C. Susan McCartney Municipal Clerk Council President Adopted : October 25, 2022