Township Council Meeting — Packet

IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. TOWNSHIP OF WEST ORANGE ATTEST: By: KAREN J. CARNEVALE, R.M.C SUSAN McCARTNEY, MAYOR PRICE, MEESE, SHULMAN & D’ARMINIO, PC WITNESS: By: ELLEN O’CONNELL, ESQ. 4 4823-9533-6422, v. 1

58-25 January 28, 2025 RESOLUTION WHEREAS, Wilentz, Goldman & Spitzer, P.A. (“Counsel”), responded to the Township’s Request for Qualifications pursuant to a fair and open process for the year 2025 for appointment as Redevelopment Counsel; and WHEREAS, Counsel has agreed to provide professional services for the calendar year 2025, pursuant to the terms and conditions set forth in the agreement annexed hereto as Exhibit “A;” and WHEREAS, the Law Department recommends retention of Counsel for the purpose of representing the Township in the capacity of Redevelopment Counsel; and WHEREAS, pursuant to pursuant to N.J.S.A. 40A:11-5(1)(a)(i), the proposed professional services contract is subject to an exception to the standard bidding procedures set forth in the Local Public Contracts Law; NOW, BE IT HEREBY RESOLVED, by the Township Council of the Township of West Orange that the Mayor be and is hereby authorized to execute an agreement, in the form annexed hereto, to retain Counsel to provide services as Redevelopment Counsel; and it is further RESOLVED that notice of this award shall be available in the Clerk’s office in accordance with applicable law. Karen J. Carnevale, R.M.C. Municipal Clerk Joe Krakoviak, Council President Adopted: January 28, 2025 I hereby certify funds are available from Account No.: John C. Ditinyak, Chief Financial Officer

58-25 AGREEMENT FOR LEGAL SERVICES – REDEVELOPMENT COUNSEL THIS AGREEMENT made and entered into on this 28th day of January, 2025 by and between the TOWNSHIP OF WEST ORANGE, a municipal corporation of the State of New Jersey, located at Town Hall, 66 Main Street, West Orange, County of Essex and State of New Jersey, hereinafter called the “TOWNSHIP,” party of the first part, and WILENTZ, GOLDMAN & SPITZER, P.A., Attorneys at Law of the State of New Jersey, located at 90 Woodbridge Center Drive, Woodbridge, New Jersey, hereinafter referred to as “COUNSEL,” party of the second part. WITNESSETH THAT: WHEREAS, the Governing Body of the TOWNSHIP has determined that it is in the best interests of the TOWNSHIP to retain the services of COUNSEL to serve in the capacity as Redevelopment Counsel; NOW, THEREFORE, in consideration of the mutual promises, terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. The TOWNSHIP hereby retains the services of COUNSEL to serve as Redevelopment Counsel for the period January 1, 2025 through December 31, 2025 at the following rates: a. Services rendered to the TOWNSHIP shall be billed at the blended hourly rate of $215 for attorneys and $135 for paralegals. In the event that COUNSEL is required to represent the TOWNSHIP in litigation/dispute resolution matters, the blended hourly rate shall be the same. b. Services rendered to the TOWNSHIP, the cost of which are reimbursed by a developer through a developer-funded escrow account pursuant to an escrow 4 agreement between the developer and the TOWNSHIP, shall be billed at the

blended hourly rate of $345 for attorneys and $180 for legal assistants. In addition to the hourly time charges described above, COUNSEL will be reimbursed for out-of-pocket expenses. 2. COUNSEL will not seek reimbursement from the TOWNSHIP for its routine costs and expenses such as postage, copying, mileage, meals, parking, or delivery of documents. 3. COUNSEL may seek reimbursement from the TOWNSHIP for extraordinary expenses such as the cost of deposing adverse witnesses, transcripts or hiring experts. Counsel will not incur any such expenses without the express written approval of the applicable TOWNSHIP Department Head before the extraordinary expense is incurred. 4. COUNSEL’S responsibilities shall include all preparation, advice, and paperwork for purchases and/or sales of property by the Township, pre-trial preparation, discovery and trial, to the extent necessary, for all assigned matters. 5. COUNSEL recognizes that any and all approval for engagement of services must come from the Governing Body of the TOWNSHIP, and that no services, work or any efforts relative to the contract shall be commenced until the Governing Body adopts a duly authorized Resolution accompanied by a Certificate of Funds. 6. COUNSEL recognizes that all services rendered are subject to the approval and direction of the Law Department, and that payment for such services is conditioned upon the issuance of a Purchase Order by the Township encompassing the services for which compensation is sought. 7. COUNSEL is hereby placed on notice that the Billing Guidelines of the TOWNSHIP shall apply to this agreement for professional services. COUNSEL is further noticed that no Department Head, individual member of the Governing Body, or any agent, servant or employee of the TOWNSHIP possesses any lawful authority to: (a) engage the rendition of services or the performance of work; (b) authorize4 the continuation of services or work beyond the

amount specifically approved in the Resolution and Certificate of Funds; or to (c) represent that future funds will be available as compensation for current services. Any such acts shall be deemed ultra vires and beyond the scope of any authority that individual may possess. No bills, statement or vouchers for any amount exceeding that originally approved will be honored or paid by the TOWNSHIP, irrespective of whether such services were actually performed. 8. COUNSEL shall submit detailed invoices to the TOWNSHIP for services rendered each month, with a copy to the Township Attorney, no later than fifteen (15) days subsequent to the close of the month. All invoices submitted by COUNSEL shall set forth with specificity the tasks performed, the attorney performing the tasks, and the amount of time spent on each task. 9. During the term of this agreement, COUNSEL shall maintain professional liability malpractice insurance coverage with an insurance company licensed and authorized to do business in the State of New Jersey with coverage not less than $1,000,000. COUNSEL shall provide the Township Attorney and Municipal Clerk with proof of a valid certificate of insurance listing the TOWNSHIP as a certificate holder. To the extent that this insurance coverage is scheduled to lapse at any time before the end of the contract, COUNSEL shall provide proof of renewal or new insurance coverage no later than thirty (30) days before the termination of the current coverage. 10. The provisions of this agreement are subject to the limitations of provisions of the New Jersey Tort Claim Act, N.J.S.A. 59:2-1 et seq., and the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq. 11. This agreement shall be governed by the laws of the State of New Jersey without regard to principles of conflict of laws. All contract claims under this agreement shall be subject to and governed by the provisions of the New Jersey Contractual Liability Act (N.J.S.A. 59:13-1 et seq.) 12. IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. 4

TOWNSHIP OF WEST ORANGE ATTEST: By: KAREN J. CARNEVALE, R.M.C SUSAN McCARTNEY, MAYOR WILENTZ, GOLDMAN & SPITZER, P.A. WITNESS: By: 4

59-25 Formatted: Right RESOLUTION WHEREAS, Blau and Blau has provided professional services to the Township of West Orange in connection with commercial real estate tax appeals since September 2012; and WHEREAS, Blau and Blau provided responses to the Township’s Request for Qualifications pursuant to a fair and open process for the year 2025; and WHEREAS, Blau & Blau has agreed to provide professional services for the calendar year 2025, pursuant to the terms and conditions set forth in the agreement annexed hereto as Exhibit “A;” and WHEREAS, the Law Department recommends retention of Blau & Blau as special counsel to the Township for the purpose of representing the Township in commercial real estate tax appeals; and WHEREAS, pursuant to pursuant to N.J.S.A. 40A:11-5(1)(a)(i), the proposed professional services contract is subject to an exception to the standard bidding procedures set forth in the Local Public Contracts Law; NOW, BE IT HEREBY RESOLVED, by the Township Council of the Township of West Orange that the Mayor be and is hereby authorized to execute an agreement, in the form annexed hereto, to retain Blau and Blau for the provision of commercial real estate tax appeal in Deleted: services on a flat fee basis of $6,000 per month accordance with Exhibit “A” and the Municipal Clerk shall be and hereby is authorized to attest Deleted: to the Mayor’s signature; and it is further

RESOLVED that notice of this award shall be available in the Clerk’s office in accordance with applicable law. Karen J. Carnevale, R.M.C. Municipal Clerk Joe Krakoviak, Council President Deleted: ¶ Adopted: January 28, 2025 I hereby certify funds are available from: Account No. John C. Ditinyak, Chief Financial Officer 4843-6064-6118, v. 1 Deleted: ¶ ¶ ¶ Deleted: JOHN C. DITINYAK, CFO

59-25 Formatted: Right AGREEMENT FOR COMMERCIAL REAL ESTATE TAX APPEALS THIS AGREEMENT made and entered into on this 28th day of January, 2025 by and Deleted: ____ between the TOWNSHIP OF WEST ORANGE, a municipal corporation of the State of New Jersey, located at Town Hall, 66 Main Street, West Orange, County of Essex and State of New Jersey, hereinafter called the “TOWNSHIP,” party of the first part, and BLAU & BLAU, Attorneys at Law of the State of New Jersey, located at 223 Mountain Avenue, Springfield, New Jersey 07081, hereinafter referred to as “COUNSEL,” party of the second part. WITNESSETH THAT: WHEREAS, the Governing Body of the Township has determined that it is in the best interests of the Township to retain the services of Special Counsel to represent the Township in connection with commercial real estate tax appeals on a flat fee basis; NOW, THEREFORE, in consideration of the mutual promises, terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. The Township hereby retains the services of Blau & Blau, as Special Counsel to assist the Township in connection with commercial real estate tax appeals for the period January 1, 2025 through December 31, 2025 at a flat rate of $6,000 per month for the first forty (40) Formatted: Font: Bold cases filed in 2025 and each additional case at a rate of $1,500 per case. There will be an Deleted: . hourly rate of $150 per hour for trials, including pre-trial preparation and post-trial work. 2. COUNSEL will not seek reimbursement for its routine costs and expenses such as postage, copying, mileage, meals, parking, or delivery of documents. 3. COUNSEL may seek reimbursement for extraordinary expenses such as the cost of deposing adverse witnesses, transcripts or hiring experts. Counsel will not incur any such expenses without the approval of the Township Attorney.

4. COUNSEL’S responsibilities shall include all pre-trial preparation, discovery and trial, to the extent necessary, for all commercial real estate tax appeals pending or commenced in the Tax Court of New Jersey against the Township. Counsel’s responsibilities do not include preparation or appearance for matters pending or commenced at the County Board of Taxation. 5. COUNSEL shall coordinate all efforts with the Tax Assessor and keep the Tax Assessor and Township Attorney fully apprised concerning all matters. 6. Prosecution of Appeals for the Township (Reverse Appeals). COUNSEL shall have the right to file tax appeals for the Township on a contingent fee basis of one-third of the money obtained for the Township from cases filed during the term of the contract. COUNSEL will be responsible for all costs associated with filing the affirmative appeals including but not limited to: A) Filing fees; B) Appraisal fees: C) Copying, postage, delivery services, preparation of trial exhibits, etc. It is contemplated that COUNSEL will recommend appeals on properties and will not be obligated to file an appeal unless it believes the property is substantially under-assessed. It is contemplated that COUNSEL will recommend settlement of the Affirmative Appeals from time to time as COUNSEL may deem appropriate. In the event that the Township refuses to accept COUNSEL’s recommendation to settle a matter, the Township shall be responsible for payment of the contingent fee based upon the recommendation and reimbursement of COUNSEL’s actual out of pocket expenses related to that Affirmative Appeal. 7. COUNSEL recognizes that any and all approval for engagement of services must come from the Governing Body of the Township, and that no services, work or any efforts 2 4812-2524-8993, v. 1