Township Council Meeting — Packet

6. DUE DILIGENCE. The Buyer shall be solely responsible for the investigation of all facts and data which it has deemed necessary or desirable to enter into this Agreement (referred to as “Due Diligence”). Due Diligence shall also include any and all investigations regarding title and investigations regarding any and all impediments related to title. Buyer consents and acknowledges that all Due Diligence has been completed or shall be completed by the Closing Date as defined herein. 7. CONDITION OF PROPERTY. Buyer acknowledges and agrees that it has the opportunity to inspect the Property during the Due Diligence including, but not limited to, all of the improvements and the land comprising the Property. The Buyer acknowledges that it is purchasing the Property “WHERE IS” and “AS IS” without reliance upon any warranty or representation made by Seller or by any of its agents or representatives, including any broker, of any kind or nature, except that the Seller has not received any notice regarding any environmental issue affecting the Property. The Buyer shall be responsible, at its sole cost and expense: (i) to obtain whatever governmental certificates or approvals, that might be necessary to convey the Property to the Buyer; and (ii) to conduct an inspection and perform all Due Diligence of the Property. Buyer understands and agrees to accept the Property in its current undeveloped state. Notwithstanding the above, Seller will convey to Buyer good and marketable title to the Property, insurable at regular rates by a title insurance company licensed to do business in New Jersey, chosen by Buyer, subject to the restrictions set forth herein. 8. CONDITIONS OF SALE. Buyer agrees that a Deed of Merger or Consolidation will be recorded with the County contemporaneously with the Closing. Buyer agrees that the Deed will contain a restriction in perpetuity that no residence or other structure other than a 3 4851-0739-6757, v. 1

garage will be added to the real property in accordance with zoning laws and other applicable laws. 9. CLOSING OF TITLE. The Closing shall take place within fourteen (14) days after the later of the: (i) Township Council for the Township’s approval of the sale, and (ii) approval of the Subdivision by the Township Planning Board, TIME BEING OF THE ESSENCE (the “Closing Date”), at the offices of Trenk Isabel Siddiqi & Shahdanian P.C., 290 W. Mt. Pleasant Avenue, Suite 2370, Livingston, Roseland, New Jersey 07039, or at such other location as may be mutually agreed by the parties, at a time mutually convenient for the parties. 10. TOWNSHIP COUNCIL APPROVAL. The parties' obligations set forth in this Agreement are expressly subject to final approval by the Township Council for the Township of West Orange (the “Township Council”) to be manifested in the adoption of a resolution authorizing the sale of the Property and the execution of this Agreement. 11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties. If any of the terms in this Agreement conflict with any previous agreement or contract between the parties, the terms of this Agreement prevail. No variations or modifications of or amendments to the terms of this Agreement shall be binding unless reduced to writing and signed by the parties hereto. 12. BINDING EFFECT. This Agreement shall be binding on and shall inure to the benefit of Seller and Buyer and their respective successors and assigns. 13. CONSTRUCTION. The laws of the State of New Jersey shall govern the interpretation, construction and performance of this Agreement. 14. FURTHER ASSURANCES. Each party agrees that at any time or from time to time upon written request of the other party, they will execute and deliver all such further 4 4851-0739-6757, v. 1

documents and do all such other acts and things as may be reasonably required to confirm or consummate this transaction. 15. CAPTIONS. The captions preceding the paragraphs of this Agreement are intended only as a matter of convenience for reference and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof. 16. NOTICES. All notices required to be given pursuant to this Agreement shall be sent by certified mail, return receipt requested, or overnight courier postage prepaid, return receipt requested, or delivered personally at the addresses listed below for each party. (a) In the case of Township of West Orange: Mayor Susan McCartney Township of West Orange 66 Main Street West Orange, New Jersey 07052 Municipal Clerk Township of West Orange 66 Main Street West Orange, New Jersey 07052 With copy to: Richard D. Trenk, Esq. Trenk Isabel Siddiqi & Shahdanian P.C. 290 W. Mt. Pleasant Avenue, Suite 2370 Livingston, New Jersey 07039 (b) In the case of the [BUYER’S NAME]: [BUYER’S NAME] [BUYER’S ADDRESS] With copy to: [BUYER’S COUNSEL’S NAME] [BUYER’S COUNSEL’S ADDRESS] Any party may change the notice address by written notice to the other party. 5 4851-0739-6757, v. 1

17. REMEDIES. If Buyer defaults in its obligations hereunder, Buyer shall waive any and all rights to the funds held by the Township in escrow as liquidated damages and Seller shall keep the funds held in escrow and may sell the Property to another buyer. If the Seller defaults in its obligations hereunder or shall fail to close title hereunder for any reason, then Buyer, as its sole and exclusive remedy, shall be solely entitled to the rescission of this Agreement and return of the Purchase Price paid to the Seller. 18. WAIVER OF CONDITIONS. A. Buyer and Seller each shall have the right to waive any of the terms or conditions of this Agreement which are strictly for their respective benefit and to complete the Closing in accordance with the terms and conditions of this Agreement which have not been so waived. Any such waiver shall be effective and binding only if made in writing and signed by the party who benefits from the condition being waived. B. No waiver by either party of any failure or refusal by the other party to comply with their obligations hereunder shall be deemed a waiver of any other or subsequent failure or refusal by the other party so to comply. 19. SEVERABILITY. The terms, conditions, covenants and provisions of this Agreement shall be deemed to be severable. If any clause or provision herein contained shall be determined to be invalid or unenforceable by a court of competent jurisdiction or by operation of applicable law, the same shall be deemed to be severable and shall not affect the validity of any other clause or provision of this Agreement and such other clauses and provisions shall remain in full force and effect. If, however, the severed clause or provision relates to the Purchase Price or other monies to be paid hereunder, Seller shall have the right to terminate this Agreement on prior written notice to the Buyer. 6 4851-0739-6757, v. 1

20. GENDER. As used in this Agreement, the masculine gender shall include the feminine or neuter genders, the neuter gender shall include the masculine or feminine genders, the singular shall include the plural and the plural shall include the singular, wherever appropriate to the context. 21. NO BROKER. Both Seller and Buyer represent and warrant that no real estate broker, agent, or salesperson has been involved in this transaction. The Buyer and Seller shall each indemnify the other if a brokerage commission is sought. 22. MISCELLANEOUS. A. Each person signing this Agreement warrants that he/she has fully authority to execute this Agreement and bind the party on whose behalf he/she has signed to the terms hereof. B. Seller acknowledges that Purchaser may purchase the Property as part of an IRC Section 1031 Tax Deferred Exchange for Purchaser's benefit. Seller agrees to assist and cooperate in such exchange for the benefit of Purchaser provided Seller shall incur no liability, cost or expense and will execute any and all documents, subject to the reasonable approval of its counsel, as are reasonably necessary in connection with such exchange. C. This Agreement may be executed in two or more counterparts, and when all counterparts have been executed, each executed counterpart will have the force and effect of the original. Each party to this Agreement may sign and deliver to the other party(ies) a facsimile copy of this Agreement, in counterparts, or with a conformed signature of the Debtor with the same effect as if each party had signed and delivered to the other party(ies) an original of the same document. [SIGNATURE PAGE FOLLOWS] 7 4851-0739-6757, v. 1

IN WITNESS WHEREOF, the parties hereto have hereunto executed and delivered this Agreement the day and year first above written. WITNESS: TOWNSHIP OF WEST ORANGE, Seller ____________________________ By: MAYOR SUSAN McCARTNEY WITNESS: RICHARRD CALDERON, Buyer Tenancy by Entirety By: RICHARRD CALDERON WITNESS: CHAUTUYEN TRAN, Buyer Tenancy by Entirety By: CHAUTUYEN TRAN 8 4851-0739-6757, v. 1

324-24 November 25, 2024 RESOLUTION WHEREAS, on April 30th, 2024, the Municipal Engineer received a letter from Engineering Consultant Mott Macdonald that conducted stormwater outfall inspections within the Township indicating that a corrugated metal pipe (CMP) storm sewer outfall warranted immediate repair; and WHEREAS, on May 3rd, 2024, the Municipal Engineer notified via a letter to Hutton Lafayette Apartments to repair the outfall; and WHEREAS, on June 3rd, 2024, evidence was provided to the Municipal Engineer from Hutton’s Lafayette Apartments Engineer of an Essex County filed map from 1949 that shows outfalls within a 10 ft. Right-of-Way to the Township; and WHEREAS, pursuant to the Local Public Contracts Law, Emergency Contracts, N.J.S.A. 40A:11.6a the Municipal Engineer on June 3, 2024 notified the Administration, Legal Department and Purchasing Agent of the need to perform an emergency contract for this work which is above the bid threshold; and WHEREAS, on June 6th, 2024, Contractor conducts a CCTV inspection for the two (2) outfalls at Hutton Lafayette Apartments which revealed both outfalls to be in poor condition one at McClellan Terrace (Outfall Structure #1) and the other at Randolph Place (Outfall Structure #2); and WHEREAS, it was concluded that to expedite the work and to perform the emergency replacement of the storm sewer outfalls to protect public health and safety, an emergency contract was issued to Colonnelli Bros., Inc. who was readily available to mobilize and perform the work; and WHEREAS, the Municipal Engineer authorized Colonnelli Bros., Inc. to subcontract Colliers Engineering and Design from Mt. Arlington to conduct a partial boundary and topographic survey, preliminary constructions plan for submission to NJDEP; WHEREAS, an Emergency Authorization to conduct the repairs was obtained on August 7th, 2024 via email; and

WHEREAS, the Municipal Engineer by letter dated November 18th, 2024 recommends paying the costs of this emergency work; and WHEREAS, Colonnelli Bros., Inc. submitted an invoice dated October 2024 for the emergency storm sewer outfalls repair at Hutton Lafayette Apartments and its associated improvements in the amount of $247,675.15; and WHEREAS, the Township is required to submit a formal application to NJDEP for permits and for which a contract allowance in the amount of $52,324.85 as a contingency plan for professional engineering services related to the application and permitting process is supplemental; and WHEREAS, sufficient funds exist for this work; and WHEREAS, the Township Council concurs in the foregoing. NOW THEREFORE BE IT RESOLVED by the Township Council of the Township of West Orange that an emergency appropriation in the amount not to exceed $300,000.00 is authorized to Colonelli Bros., Inc. for emergency storm sewer two (2) outfall replacements to the Township’s storm sewer main at McClellan Terrace and Randolph Place by Hutton Lafayette Apartments. BE IT FURTHER RESOLVED that this work was performed pursuant to the provisions of the Local Public Contracts Law, Emergency Contracts, N.J.S.A. 40A:11-6 as the work was required to protect public health and welfare. Karen J. Carnevale, RMC, Municipal Clerk Bill Rutherford, Council President Adopted: November 24, 2024 I certify funds are available for this work John C. Ditinyak, Chief Financial Officer Account No. 03-2830-23-0500-010 $300,000.00 Capital Budget, Sewer Improvements

COLONNELLI BROS., INC. Invoice 409 SO.RIVER STREET 7 Date Invoice # HACKENSACK, NJ 07601 10/14/2024 24-3714-E Bill To Ship To WEST ORANGE ZAYIBETH CARBALLO 25 LAKESIDE AVENUE WEST ORANGE, NJ 07052 P.O. Number Terms Rep Ship Via F.0.B. Project NET 30 Days 10/14/2024 Quantity Item Code Description UM Price Each Amount , JOB; PER PROPOSAL 1151 VARIOUS DATES 1) LUMP SUM LUMP SUM - RANDOLPH PLACE 247,675.15 247,675.15T Sales Tax 0.00% 0.00 Total $247,675.15

325-24 November 25, 2024 RESOLUTION WHEREAS, on Friday November 15th 2024, the Township’s Construction Supervisor informed that various inlets were compromised during the milling operations at Highwood Road and Mountain Drive for PSE&G Phase 3 milling and paving for FY 2024; and WHEREAS, these structures needed immediate repair to allow paving operations to occur on Monday November 18th, 2024 and Tuesday November 19th, 2024 as scheduled; and WHEREAS, pursuant to the Local Public Contracts Law, Emergency Contracts, N.J.S.A. 40A:11.6a the Municipal Engineer on November 18th, 2024 notified the Administration and Purchasing Agent of the need to perform an emergency contract for this work; and WHEREAS, it was concluded that to expedite the work and to perform the emergency repair of the inlets at Highwood Road and Mountain Drive to protect public health and safety, an emergency contract was issued to Reggio Construction, Inc. who was readily available to mobilize and perform the work; and WHEREAS, Reggio Construction, Inc. submitted an invoice for the emergency repair of various inlets at Highwood Road and Mountain Drive in the amount of $14,500.00; and WHEREAS, the Municipal Engineer by letter dated November 19th, 2024 recommends paying the costs of this emergency work; and WHEREAS, sufficient funds exist for this work; and WHEREAS, the Township Council concurs in the foregoing. NOW THEREFORE BE IT RESOLVED by the Township Council of the Township of West Orange that an emergency appropriation in an amount not to exceed $14,500.00 without authorization is authorized to Reggio Construction, Inc. for emergency work to repair various inlets.