Township Council Agenda — Packet

75-25 February 11, 2025 AUTHORIZING A CONTRACT WITH MUNIDEX TO MAINTAIN THE TOWNSHIP’S FINANCE AND TAX SOFTWARE FOR 2025 WHEREAS, the Township of West Orange has a need to maintain its finance and tax software; and WHEREAS, MUNIDEX, Inc. supplied the original finance and tax software to the Township and has expertise to maintain said program; and WHEREAS, in accordance with N.J.S.A. 40A: 11-5(1)(dd) "The provision or performance of goods or services for the support or maintenance of proprietary computer hardware may be awarded by the governing body without public bidding; and WHEREAS, Munidex, Inc. has submitted a proposal for the continued use of their Finance and Tax program at an amount of $21,115.00; and WHEREAS, the term of this contract shall be for a one (1) year period, beginning on January 1, 2025; and NOW, THEREFORE, BE IT RESOLVED, that the Mayor and Council for the Township of West Orange, County of Essex, State of New Jersey award the contract to Munidex, Inc. for a one-year term, at an amount not to exceed $21,115.00 BE IT FURTHER RESOLVED, that the Mayor, Town Administrator or their designee are hereby authorized to execute any documents regarding the awarding of this contract or take any action necessary to effectuate the spirit and purpose of this resolution Karen J. Carnevale, R.M.C. Municipal Clerk Joe Krakoviak Council President Adopted: February 11, 2025 I hereby certify funds are available from Account No.: 01-2010-00-2309-010 John C. Ditinyak, Chief Financial Officer

Invoice 75-25 Invoice Number: 992762 Invoice Date: MUNIDEX, INC. 216 Stelton Road, Suite A1 Piscataway, New Jersey 08854 Phone: 201-291-1000 Fax: 732-909-2001 Jan 3, 2025 Page: 1 Taxpayer ID #222-908-541/000 Sold To: West Orange Township Accounts Payable 66 Main Street West Orange, NJ 07052 Customer ID: West Orange Township Customer PO Payment Terms Due Date Net 30 Days Quantity Item 1.00 1.00 1.00 Sales Rep ID 2/2/25 Description Unit Price Extension 8,081.00 4,500.00 8,081.00 4,500.00 8,534.00 8,534.00 SOFTWARE LICENSE 2025 - FINANCE PACKAGE SOFTWARE LICENSE 2025 - CLOUD HOSTING FINANCE, ZENGOV SOFTWARE LICENSE 2025 - TAX PACKAGE PLEASE NOTE OUR NEW ADDRESS: MUNIDEX, INC. 216 STELTON ROAD, SUITE A1 PISCATAWAY, NJ 08854 Accounts 30 days and over are subject to a finance charge of 1.50% per month. VOUCHER FORM APPROVED BY STATE OF NEW JERSEY 8/17/94 CHECK ________________ PURCHASE ORDER# ______________ VOUCHER #__________________________________________ DATE________________________________________ CERTIFICATION BY RECEIVING AGENCY Having knowledge of the facts, I certify that the above articles have been received or the services rendered, and are in compliance with the specifications or other requirements. Signature _____________________________________ Title ________________ Date _____________ CERTIFICATION BY APPROVAL OFFICIAL I certify and declare that this invoice is correct and just payment is approved. Signature _____________________________________ Title _________________ Date _____________ I certify and declare under the penalties of the law that the within bill is correct in all its particulars; that the articles have been furnished or services rendered as stated therein; that no bonus has been given or received by any person or persons with the knowledge of this claimant in connection with the above claim; that the amount therein stated is justly due and owing, and that the amount charged is a reasonable one. Claimant: _____________________________ Date 10 Jan. 2025 __________________ Title Vice President _____________________ PAYMENTS RECEIVED BALANCE DUE 21,115.00

76-25 February 11, 2025 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF LOAN AGREEMENTS TO BE EXECUTED BY THE TOWNSHIP OF WEST ORANGE, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY AND EACH OF THE NEW JERSEY INFRASTRUCTURE BANK AND THE STATE OF NEW JERSEY, ACTING BY AND THROUGH THE NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION, AND FURTHER AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW AGREEMENT, ALL PURSUANT TO THE STATE FISCAL YEAR 2025 NEW JERSEY WATER BANK ENVIRONMENTAL INFRASTRUCTURE FINANCING PROGRAM WHEREAS, the Township of West Orange (the "Local Unit"), in the County of Essex, State of New Jersey, is a member municipality of and participant in the Joint Meeting of Essex and Union Counties (the “Joint Meeting”), which has determined that there exists a need that affects the Joint Meeting and its participants requiring the Local Unit to finance or refinance the acquisition, construction, renovation or installation of a project and has assessed the Local Unit for its share of the costs of such project, such share of the project (the "Project"), as defined in each of (i) that certain Loan Agreement (the "I-Bank Loan Agreement") to be entered into by and among the Local Unit, the Joint Meeting and the New Jersey Infrastructure Bank (the "I-Bank") and (ii) that certain Loan Agreement (the "Fund Loan Agreement", and together with the I-Bank Loan Agreement, the "Loan Agreements") to be entered into by and among the Local Unit, the Joint Meeting and the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection (the "State"), all pursuant to the State Fiscal Year 2025 New Jersey Water Bank Environmental Infrastructure Financing Program; WHEREAS, the Local Unit has determined to finance or refinance the acquisition, construction, renovation or installation of the Project with the proceeds of a loan to be made by each of the I-Bank (the "I-Bank Loan") and the State (the "Fund Loan", and together with the I-Bank Loan, the "Loans") pursuant to the I-Bank Loan Agreement and the Fund Loan Agreement, respectively; WHEREAS, to evidence and secure the Loans, each of the I-Bank and the State require the Local Unit to authorize, execute, attest and deliver the Local Unit's General Improvement Bonds, Series 2025A, to the I-Bank (the "I-Bank Loan Bond") and General Improvement Bonds, Series 2025B, to the State (the "Fund

orize, execute, attest and deliver the Local Unit's General Improvement Bonds, Series 2025A, to the I-Bank (the "I-Bank Loan Bond") and General Improvement Bonds, Series 2025B, to the State (the "Fund Loan Bond", and together with the I-Bank Loan Bond, the "Local Unit Bonds") in an aggregate principal amount not to exceed $955,000, pursuant to the terms of the Local Bond Law of the State of New Jersey, constituting Chapter 2 of Title 40A of the Revised Statutes of the State of New Jersey (the "Local Bond Law"), other applicable law and the Loan Agreements; and WHEREAS, the I-Bank and the State have expressed their desire to close in escrow the making of the Loans, the issuance of the Local Unit Bonds and the execution and delivery of the Loan Agreements, all pursuant to the terms of an Escrow Agreement (the "Escrow Agreement") to be entered into by and among the I-Bank, the State, the Local Unit, the Joint Meeting and the escrow agent named therein. NOW, THEREFORE, BE IT RESOLVED by the governing body of the Local Unit as follows: Section 1. The I-Bank Loan Agreement, the Fund Loan Agreement and the Escrow Agreement (collectively, the "Financing Documents") are hereby authorized to be executed and delivered on behalf of the Local Unit by either the Mayor or the Chief Financial Officer in substantially the forms attached hereto as Exhibits A, B and C, respectively, with such changes as the Mayor or the Chief Financial Officer (each an "Authorized Officer"), in their respective sole discretion, after consultation with counsel and any advisors to the Local Unit (collectively, the "Local Unit Consultants") and after further consultation with the I-Bank, the State and their representatives, agents, counsel and advisors (collectively, the "Program Consultants", and together with the Local Unit Consultants, the "Consultants"), shall determine, such determination to be conclusively evidenced by the execution of such Financing Documents by an Authorized Officer as determined hereunder. The Local Unit Clerk is hereby authorized to attest to the execution of the Financing Documents by an Authorized Officer of the Local Unit as determined hereunder and to affix, imprint, engrave or reproduce the corporate seal of the Local Unit to such Financing Documents. #9508469.1 166035.003

Section 2. The Authorized Officers of the Local Unit are hereby further severally authorized to (i) execute and deliver, and the Local Unit Clerk is hereby further authorized to attest to such execution and to affix, imprint, engrave or reproduce the corporate seal of the Local Unit to, any document, instrument or closing certificate deemed necessary, desirable or convenient by the Authorized Officers or the Local Unit Clerk, as applicable, in their respective sole discretion, after consultation with the Consultants, to be executed in connection with the execution and delivery of the Financing Documents and the consummation of the transactions contemplated thereby, 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 thereof. Section 3. This resolution shall take effect immediately. Section 4. Upon the adoption hereof, the Local Unit Clerk shall forward certified copies of this resolution to Everett M. Johnson, Esq., Wilentz, Goldman & Spitzer, P.A., bond counsel to the Local Unit, and Richard T. Nolan, Esq., McCarter & English, LLP, bond counsel to the I-Bank. Karen J. Carnevale, R.M.C. Municipal Clerk Adopted: February 11, 2025 #9508469.1 166035.003 Joe Krakoviak Council President

77-25 February 11, 2025 RESOLUTION DETERMINING THE FORM AND OTHER DETAILS OF NOT EXCEEDING $955,000 GENERAL IMPROVEMENT BONDS, SERIES 2025 OF THE TOWNSHIP OF WEST ORANGE, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY, AND PROVIDING FOR THEIR SALE TO THE NEW JERSEY INFRASTRUCTURE BANK AND THE STATE OF NEW JERSEY PURSUANT TO THE STATE FISCAL YEAR 2025 NEW JERSEY WATER BANK ENVIRONMENTAL INFRASTRUCTURE FINANCING PROGRAM WHEREAS, the Township of West Orange (the "Local Unit"), in the County of Essex, State of New Jersey, is a member municipality of and participant in the Joint Meeting of Essex and Union Counties (the “Joint Meeting”), which has determined that there exists a need that affects the Joint Meeting and its participants requiring the Local Unit to finance or refinance the acquisition, construction, renovation or installation of a project and has assessed the Local Unit for its share of the costs of such project, such share of the project (the "Project"), as defined in each of (i) that certain Loan Agreement (the "I-Bank Loan Agreement") to be entered into by and among the Local Unit, the Joint Meeting and the New Jersey Infrastructure Bank (the "I-Bank") and (ii) that certain Loan Agreement (the "Fund Loan Agreement", and together with the I-Bank Loan Agreement, the "Loan Agreements") to be entered into by and among the Local Unit, the Joint Meeting and the State of New Jersey, acting by and through the New Jersey Department of Environmental Protection (the "State"), all pursuant to the State Fiscal Year 2025 New Jersey Water Bank Environmental Infrastructure Financing Program; WHEREAS, the Local Unit has determined to finance or refinance the acquisition, construction, renovation or installation of the Project with the proceeds of a loan to be made by each of the I-Bank (the "I-Bank Loan") and the State (the "Fund Loan", and together with the I-Bank Loan, the "Loans") pursuant to the I-Bank Loan Agreement and the Fund Loan Agreement, respectively; WHEREAS, to evidence and secure the Loans, each of the I-Bank and the State require the Local Unit to authorize, execute, attest and deliver the Local Unit's General Improvement Bonds, Series 2025A to the I-Bank (the "I-Bank Loan Bond") and General Improvement Bonds, Series 2025B to the State (the "Fund Loan Bond", and together with the I-Bank Loan Bond, the "Local Unit Bonds") in an aggregate principal

-Bank (the "I-Bank Loan Bond") and General Improvement Bonds, Series 2025B to the State (the "Fund Loan Bond", and together with the I-Bank Loan Bond, the "Local Unit Bonds") in an aggregate principal amount not to exceed $955,000, pursuant to the terms of the Local Bond Law of the State of New Jersey, constituting Chapter 2 of Title 40A of the Revised Statutes of the State of New Jersey (the "Local Bond Law"), other applicable law and the Loan Agreements; and WHEREAS, Section 27(a)(2) of the Local Bond Law allows for the sale of the I-Bank Loan Bond and the Fund Loan Bond to the I-Bank and the State, respectively, without any public offering, and N.J.S.A. 58:11B9(a) allows for the sale of the I-Bank Loan Bond to the I-Bank without any public offering, all pursuant to the terms and conditions set forth herein. NOW, THEREFORE, BE IT RESOLVED by a 2/3 vote of the full membership of the governing body of the Local Unit as follows: Section 1. In accordance with Section 27(a)(2) of the Local Bond Law and N.J.S.A. 58:11B-9(a), the Local Unit hereby authorizes the issuance, sale and award its I-Bank Loan Bond to the I-Bank and its Fund Loan Bond to the State, in a total aggregate principal amount not to exceed $955,000, all in accordance with the provisions hereof. The obligations represented by the Local Unit Bonds have been appropriated and authorized by bond ordinance #2556-18 of the Local Unit, which bond ordinance is entitled "BOND ORDINANCE PROVIDING FOR THE LOCAL UNIT’S ALLOCABLE SHARE OF CAPITAL IMPROVEMENT PROJECTS FOR THE JOINT MEETING OF ESSEX AND UNION COUNTIES, BY AND IN THE TOWNSHIP OF WEST ORANGE, IN THE COUNTY OF ESSEX, STATE OF NEW JERSEY, APPROPRIATING $1,570,000 THEREFOR AND AUTHORIZING THE ISSUANCE OF $1,570,000 BONDS OR NOTES TO FINANCE THE COST THEREOF" and was finally adopted by the Local Unit at a meeting duly called and held on November 27, 2018, at which time a quorum was present and acted throughout, all pursuant to the terms of the Local Bond Law #95084600 166035.003

and other applicable law. Section 2. The Chief Financial Officer of the Local Unit (the "Chief Financial Officer") is hereby authorized to determine, in accordance with the Local Bond Law and pursuant to the terms and provisions established by the I-Bank and the State pursuant to the Loan Agreements and the terms and provisions hereof, the following terms with respect to the I-Bank Loan Bond and the Fund Loan Bond: (a) The aggregate principal amounts of each of the I-Bank Loan Bond and the Fund Loan Bond to be issued, which total aggregate principal amount of the Local Unit Bonds to be issued shall not exceed $955,000; (b) The maturity and annual principal installments of each of the Local Unit Bonds, which maturity shall not exceed thirty (30) years; (c) The date of each of the Local Unit Bonds; (d) The interest rates of each of the Local Unit Bonds; (e) The purchase price for each of the Local Unit Bonds; and (f) The terms and conditions under which the Local Unit Bonds shall be subject to redemption prior to their stated maturities. Section 3. Any determination made by the Chief Financial Officer pursuant to the terms hereof shall be conclusively evidenced by the execution and attestation of the Local Unit Bonds by the parties authorized pursuant to Section 4(c) hereof. Section 4. follows: The Local Unit hereby determines that certain terms of the Local Unit Bonds shall be as (a) The I-Bank Loan Bond shall be issued in a single denomination and shall be numbered R-1. The Fund Loan Bond shall be issued in a single denomination and shall be numbered R-2; (b) The Local Unit Bonds shall be issued in fully registered form and shall be payable to the registered owners thereof as to both principal and interest in lawful money of the United States of America; and (c) The Local Unit Bonds shall be executed by the manual or facsimile signatures of the Mayor and the Chief Financial Officer under official seal or facsimile thereof affixed, imprinted, engraved or reproduced thereon and attested by the manual signature of the Local Unit Clerk. Section 5. The I-Bank Loan Bond and the Fund Loan Bond shall be substantially in the form set forth in the I-Bank Loan Agreement and the Fund Loan Agreement, respectively. Section 6. The law firm of Wilentz, Goldman & Spitzer, P.A., is hereby authorized to arrange for the printing of the Local Unit Bonds,

I-Bank Loan Agreement and the Fund Loan Agreement, respectively. Section 6. The law firm of Wilentz, Goldman & Spitzer, P.A., is hereby authorized to arrange for the printing of the Local Unit Bonds, which law firm may authorize McCarter & English, LLP, bond counsel to the I-Bank for the Program, to arrange for same. The Local Unit auditor is hereby authorized to prepare the financial information necessary in connection with the issuance of the Local Unit Bonds. The Mayor, the Chief Financial Officer and the Local Unit Clerk are hereby authorized to execute any certificates necessary or desirable in connection with the issuance and sale of the Local Unit Bonds and the provision of financial and other information related to the Local Unit. #95084600 166035.003

Section 7. The terms of the Local Unit Bonds authorized to be set forth by the Chief Financial Officer in accordance with Section 2 hereof shall be ratified, pursuant to the terms of this Resolution, by the affirmative vote of 2/3 of the full membership of the governing body of the Local Unit. The terms of the Local Unit Bonds authorized to be set forth by the Chief Financial Officer in accordance with Section 2 hereof may also be determined by the execution and delivery of an award certificate by the Chief Financial Officer. Section 8. The Mayor and the Chief Financial Officer are hereby severally authorized to execute any certificates or documents necessary or desirable in connection with the issuance, sale and award of the Local Unit Bonds, and are further authorized to deliver same to the I-Bank and the State, respectively, upon delivery of the Local Unit Bonds and the receipt of payment therefor in accordance with the respective Loan Agreements. Section 9. This resolution shall take effect immediately. Section 10. Upon the adoption hereof, the Local Unit Clerk shall forward certified copies of this resolution to Everett M. Johnson, Esq., Wilentz, Goldman & Spitzer, P.A., bond counsel to the Local Unit, and Richard T. Nolan, Esq., McCarter & English, LLP, bond counsel to the I-Bank. Karen J. Carnevale, R.M.C. Municipal Clerk Adopted: February 11, 2025 #95084600 166035.003 Joe Krakoviak Council President