35-22 Exhibit A - Extension of Agreement for Affordable Housing Administrative Services with CGPH - 2022.pdf

Exhibit “A”

CONTRACT BETWEEN THE TOWNSHIP OF WEST ORANGE AND CGP&H, LLC FOR ADMINISTRATIVE AGENT SERVICES FOR AFFORDABLE HOUSING THIS AGREEMENT, made this ___ day of December 2020 by and between: TOWNSHIP OF WEST ORANGE, a municipal corporation of the State of New Jersey, having its principal offices at 66 Main Street, West Orange, New Jersey, hereinafter referred to as “Township;” and CGP&H, LLC a limited liability company of the State of New Jersey having its principal offices at 1249 South River Road, Suite 301, Cranbury, New Jersey 08512, hereinafter referred to as “Contractor”. W I T N E S S E T H: WHEREAS, the Township administers an affordable housing program for qualified households based on income eligibility consistent with the regulations promulgated by the Council on Affordable Housing and the Uniform Housing Affordability Controls, N.J.A.C. 5:80- 26.1, et. seq. and N.J.A.C. 5:97, et. seq.; and WHEREAS, the Township currently has existing low- and moderate- income age- restricted and family units as well as existing group home bedrooms for which the Township already has Administrative Agents in place; and WHEREAS, the Township is in the process of adopting and enacting a Housing Element and Fair Share Affordable Housing Plan which includes the proposed addition of 231 new, affordable family rental units between 2021 and 2025 to be included in inclusionary development; and

WHEREAS, the Township requires the services of a professional and experienced affordable housing consulting firm to function as the Township’s Administrative Agent pursuant to N.J.A.C. 5:80-26.14; and WHEREAS, pursuant to N.J.S.A. 40A:11-4.3(b), on October 6, 2020 the Township Council adopted Resolution #185-20 authorizing the use of competitive contracting for the award of a Contract for Administrative Agent Services for Affordable Housing (the “Contract”); and WHEREAS, on October 10, 2020, the Township advertised a Request for Proposal (the “RFP”) for the Contract with a base term of one year with an option to extend the Contract for an additional one-year term with a deadline for submission of proposals for Friday, October 30, 2020; and WHEREAS, on October 30, 2020, the Township received four (4) proposals in response to the RFP, including a proposal from the Contractor; and WHEREAS, the Township established an evaluation committee (the “Committee”) to review, evaluate, and score the proposal submitted in response to the Township’s RFP; and WHEREAS, the Committee issued a report disclosing their scoring the proposals submitted in response to the Township’s RFP with a recommendation to award the Contract to the Contractor. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter stated, the parties do hereby agree as follows: 1. The Commencement Date of this Contract shall be January 1, 2021. The contract term shall run for one (1) year from the commencement date of this Contract, until December 31, 2021 (“Base Term”). The Township shall have the right to extend this 2 4826-7835-3876, v. 1

Agreement for an additional one (1) year term (the “Extension”) following the expiration of the Base Term. 2. Contractor agrees that the following legal authorities shall govern all aspect of the performance of the Contract, including: (i) the regulations promulgated by the New Jersey Council on Affordable Housing; (ii) the Uniform Housing Affordability Controls; and (iii) the terms of the Township’s Settlement Agreements in the Township’s affordable housing declaratory judgment action captioned, In the Matter of the Township of West Orange, County of Essex, Docket No. ESX-L-4697-15 (the “Settlement Agreements”). 3. Contractor shall provide the services set forth in the Township’s RFP, annexed hereto as Exhibit “A,” including the sections captioned “Scope of Services” and “Meeting/Communications.” 4. Contractor shall also provide the services set forth in the Contractor’s Proposal dated October 30, 2020, (“Contractor’s Proposal”), annexed hereto as Exhibit “B,” under the fee structure set forth in Section 6 of the Contractor’s Proposal captioned “Detailed Cost Proposal” including the not to exceed amount set forth therein. 5. To the extent of any inconsistency between the Contractor’s Proposal and this Contract, this Contract controls in all respects. To the extent of any inconsistency between the Contractor’s Proposal and the RFP, the RFP shall govern as to that inconsistency over the Contractor’s Proposal. 6. Contractor hereby indemnifies the Township and saves it harmless, including Township employees, representatives, agents and servants, from and against any and all losses, claims, liabilities and expenses including legal fees and costs which may 3 4826-7835-3876, v. 1

arise or be claimed against the Township, its agents, representatives, servants or employees in connection Contractor’s actions under this Agreement that are in violation of the regulations promulgated by the New Jersey Council on Affordable Housing, the Uniform Housing Affordability Controls, the Settlement Agreements, the RFP or this Agreement. Township agrees that all funds due Contractor for properly providing the services described in this Agreement will be provided to Contactor in a reasonable and timely manner. 7. Any notices required hereunder to the Township shall be hand delivered or mailed by certified first-class postage prepaid return receipt requested to the Municipal Clerk, Township of West Orange, 66 Main Street, West Orange, New Jersey 07052, or other such address as the Township may designate in writing to Contractor, with a copy to Richard D. Trenk, Esq., McManimon, Scotland, and Baumann, LLC, 75 Livingston Avenue, Suite 200, Roseland, New Jersey 07068. Any notice required hereunder to Contractor shall be hand delivered or mailed by certified first-class postage prepaid return receipt requested to Randall Gottesman, CGP&H, LLC., 1249 South River Road, Suite 301, Cranbury, NJ 08512, with copy to N/A or other such address as Contractor may designate in writing to the Township. 8. This Contract shall be construed in accordance with the laws of the State of New Jersey without regard to conflict of law principles. The Parties consent to the personal and subject matter jurisdiction of the Superior Court of New Jersey, Essex County for resolution of any and all claims arising out of or in connection with this Contract. The Parties waive any right to a jury as to any and all issues. 4 4826-7835-3876, v. 1

IN WITNESS WHEREOF, the Township and the Contractor have executed this Contract as of the date first written above. ATTEST: TOWNSHIP OF WEST ORANGE BY: KAREN CARNEVALE, ROBERT D. PARISI, MUNICIPAL CLERK MAYOR ATTEST: CGP&H, LLC w LLL LM Mateusz Pitfus Randall Gottespran Business Operations Associate residen 5: 4826-7835-3876, v. 1

Exhibit “A”

TOWNSHIP OF WEST ORANGE, NEW JERSEY DEPARTMENT OF ADMINISTRATION DIVISION OF PURCHASING 66 MAIN STREET WEST ORANGE, NEW JERSEY 07052 REQUEST FOR PROPOSALS ADMINISTRATIVE AGENT SERVICES FOR AFFORDABLE HOUSING PROPOSALS DUE DATE: Friday October 30, 2020

Public Notice NOTICE IS HEREBY GIVEN that the Township of West Orange, West Orange, New Jersey is soliciting proposals through the Competitive Contracting process in accordance with N.J.S.A 40A11:11-4.1 et seq., and is seeking qualified firms/individuals for: ADMINISTRATIVE AGENT SERVICES FOR AFFORDABLE HOUSING. The proposal package can be obtained on the Township’s website www.westorange.org or by email request to adesantis@westorange.org. Proposal submission date is Friday October 30, 2020 at 11:00 AM. Proposals received after this date and time will not be accepted. Delivery address is: Township of West Orange, 66 Main Street, West Orange, New Jersey 07052 Attn: Purchasing Division Room 111. Currently the Municipal Building is closed to the public and sealed proposals will be opened and read outside underneath the West Orange Public Library, located 46 Mt. Pleasant Ave. directly behind the Municipal Building. Envelopes should be clearly marked on the outside with contract name and the name and address of submitter. Bidders are required to comply with the contract compliance, Equal Employment Opportunities in Public Contracts N.J.S.A. 10:5-31 et seq. and have a current New Jersey Business Registration Certificate P.L. 2004, N.J.S.A. 52:25-24.2. Anne DeSantis Purchasing Agent, RPPO, QPA 1

GENERAL INFORMATION The firm selected must comply with all local, state and federal laws, rules and regulations applicable to this engagement and to the services to be performed hereunder. The Township of West Orange reserves the right to cancel any contract entered into upon thirty (30) days written notice. Each submission must be originals and shall be provided on the Standardized Submission Forms as supplied in the RFP package and signed by the professional services entity or principal thereof and shall contain the name, address and telephone number of the professional services entity. Each signatory to the submission must initial all erasures or corrections. Each submission shall be contained in a sealed envelope addressed to: Purchasing Division, Township of West Orange, 66 Main Street, West Orange, NJ 07052. Said envelope shall specify the service for which the submission is provided. The submission is to be clearly marked, “Sealed Submission Enclosed” and must be delivered at the place and time required or mailed so as to be received prior to the opening time set in the notice. Submissions received after the time and place herein named shall not be considered. The Township will be opening proposals outside beneath Library which is directly across from the back of the Municipal Building. The Township will not be responsible for submissions forwarded through the U.S. Mail or any delivery service if lost in transit at any time before submission opening, or if hand-delivered to incorrect location. Please give standard mail or delivery services enough time to reach us by its due date and time. More than one submission from an individual, a firm or partnership, a corporation or association of principals under the same or different names shall not be considered. Under no circumstances will the Township accept these documents through facsimile machines or email. Documents must have original signatures. The Township of West Orange reserves the right to reject any or all submissions in whole or in part if not in compliance with the submission requirements. The Township expressly reserves the right to waive any informality in any submission, and to accept the submission, which in the Township’s judgment serves its best interests. The firm selected must comply with all local, state and federal laws, rules and regulations applicable to this engagement