Township Council Meeting — Packet

119-25 EXHIBIT A April 10, 2025 at 11:00AM Request for Proposals for Architectural Historian Services for Certified Local Grant Grant designated allowance: $19,000.00 Vendors: Hunter Research, Inc. 120 W. State Street Trenton, NJ 08608 Loggia Preservation 24780 Samoset Trail Southfield, MA 48033 PS&S 3 Mountainview Rd Warren, NJ 07059 Hartgen Archeological Assoc Inc 1744 Washington Ave Ext Rensselaer, NY 12144

120-25 April 22, 2025 RESOLUTION WHEREAS, Samuel Klein and Company LLP (“Samuel Klein”) responded to the Township’s Request for Qualifications pursuant to a fair and open process for the award of a professional services agreement to perform auditing services one year; and WHEREAS, Samuel Klein has agreed to provide auditing services for one year, pursuant to the terms and conditions set forth in the agreement annexed hereto as Exhibit “A;” and 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 as Exhibit “A,” to retain Samuel Klein to provide auditing services to the Township on the terms and conditions set forth therein; 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: April 22, 2025 I hereby certify funds are available from Account No.: John Ditinyak, Chief Financial Officer

120-25 AGREEMENT FOR AUDITING SERVICES THIS AGREEMENT made and entered into on this 22nd day of April, 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 SAMUEL KLEIN AND COMPANY, LLP, located at 550 Broad Street, 11th Floor, Newark, New Jersey 07102 hereinafter referred to as “AUDITOR”, 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 AUDITOR to audit the regulatory basis financial statements of the various funds of the TOWNSHIP; 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 AUDITOR for the period April 22,, 2025 through April 22, 2026 at the rate of $52,775 per audit and the following hourly rates for additional services: a. Partner--$150-$175 b. Manager--$130-$150 c. Senior Staff/Accountant--$100-$130 d. Staff Assistance--$65-$85 2. AUDITOR is hereby placed on notice 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)

authorize 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. 3. AUDITOR recognizes that all services rendered are subject to the approval of the Chief Financial Officer, 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. 4. AUDITOR shall submit detailed invoices to the TOWNSHIP for services rendered each month no later than fifteen (15) days subsequent to the close of the month. All invoices submitted by AUDITOR shall set forth with specificity the tasks performed, the individual performing the tasks, and the amount of time spent on each task. 5. During the term of this agreement, AUDITOR 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. AUDITOR 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, AUDITOR shall provide proof of renewal or new insurance coverage no later than thirty (30) days before the termination of the current coverage. 2 4849-5055-8183, v. 1

6. 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. 7. 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. 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 SAMUEL KLEIN AND COMPANY, LLP WITNESS: By: 3 4849-5055-8183, v. 1

121-25 April 22, 2025 RESOLUTION WHEREAS, Pro Media New Jersey, LLC, a New Jersey limited liability company, seeks to enter into an agreement with the Township for the lease of portions of 10 Rooney Circle, West Orange, New Jersey (the “Premises”) of approximately 4,500 square feet of the premises in the lower level of the Premises, and certain parking which shall not interfere with the Library patrons and existing Tenant at the Premises; and WHEREAS, the Property is currently the site of the public library; and WHEREAS, Licensee shall use the Premises for film and/or television production and post-production and related uses; NOW, THEREFORE BE IT HEREBY RESOLVED, that the Mayor be and hereby is authorized to enter into the license agreement with Pro Media New Jersey, LLC attached hereto as Exhibit “A.” Karen J. Carnevale, R.M.C. Municipal Clerk Adopted: April 22, 2025 Joe Krakoviak, Council President

REVISED 4/22/25 121-25 LICENSE AGREEMENT Formatted: Font: Bold, Underline Formatted: Right, Tab stops: Not at 3" Formatted: Font: Bold Formatted: Right By and Between The Township of West Orange, a New Jersey Municipal Corporation whose address is 66 Main Street, West Orange, New Jersey (“Township”), and Pro Media New Jersey, LLC, a New Jersey Limited Liability Company whose address is 7 Oak Place, Montclair New Jersey 07042, c/o Reyad Farraj and Joe D’imperio, as Managing Members (“Licensee”) (the Township and Licensee shall be referred to as “Parties” herein). The above Parties hereby agree to the following terms and conditions of this license agreement: 1. License Date and Effective Date of Agreement. This License is dated April __, 2025 ("Effective Date") which shall also represent the commencement of this License Agreement. However, this Agreement shall not be effective unless: (i) the Township’s governing body adopts a resolution authorizing the execution of this agreement and; (ii) the Township receives a copy of this Agreement executed by the Reyad Farraj and Joe D’imperio, Managing Members of Licensee and proof of insurance. No later than May 16, 2025, the Licensee shall deliver to the Township a check in the amount of $11,250 which shall constitute the license fee for the period June 1, 2025 through August 31, 2025 inclusive of all utilities (the Term set forth in paragraph 3 below) and the Certificate of Insurance in accordance with paragraph 5 herein. 2. Description of Agreement Premises. The premises licensed by Township to Licensee includes portions of the premises, grounds and building, including approximately 4,500 square feet of the premises in the lower level of the Premises, ten (10) parking spaces, and an area of the parking lot suitable for the parking and storage of five (5) box trucks ranging from twenty (20) feet to forty (40) feet in length, located at 10 Rooney Circle, West Orange, New Jersey (the "Premises"). The Premises are leased “AS IS, WHERE IS.” A map showing the proposed area licensed is annexed hereto as Exhibit “A.” Licensee shall not have reserved parking spaces and shall not park within close proximity to the building entrances so as to permit library patrons full, complete and convenient access to the library entrances. The Township reserves the right to direct the Licensee to park its vehicles in whatever location

ntrances so as to permit library patrons full, complete and convenient access to the library entrances. The Township reserves the right to direct the Licensee to park its vehicles in whatever location it chooses so as to not impact the existing Tenant and Library use. 3. Term. The term of this License shall be for ninety (90) days effective date of June 1, 2025 ending August 31, 2025. Licensee shall have a right to renew for an additional 90 days beginning at the expiration of this Agreement by notification in writing or e-mail to Township Clerk (KCarnevale@WestOrange.org, with copies to PSmeraldo@westorange.org and JAbbott@westorange.org), provided, however, either the Township or the Licensee may terminate this Agreement on thirty (30) days’ notice to the other party. This notice period shall begin to run on the actual date that such notice is delivered to the other party. Licensee must serve such notice on the Township Clerk and the Township must serve such notice on the Managing Members of the Licensee via e-mail to Reyad.farraj@gmail.com and Joe@promedia.nyc. Deleted: $9,000

REVISED 4/22/25 4. Licensee's Use. Licensee shall use the Premises for film and/or television production and post-production and related uses. This License Agreement shall not include any rights to film on the Premises nor is the same permitted without a written addendum to the agreement executed by the Township and Licensee and Licensee in conformance with all requirements of any local ordinances and applicable other laws. 5. Fee and Insurance. A fee shall be payable monthly beginning on the 1st of each month for the term of the license in the amount of $3,750 inclusive of all utilities.1 In addition to the Fee, Licensee agrees to maintain public liability insurance naming itself and Township as named insured in an amount not less than one million dollars ($1 million) per occurrence and three million dollars ($3 million) in the aggregate. Licensee shall provide Township with a copy of same and renewals thereof not less than thirty (30) days before the date on which the insurance expires. 6. Usage. Licensee shall have the license for use of the Premises during the term of the Agreement subject to the following conditions: (i) Licensee shall not interfere or use any portion of the Premises except those outlined herein and contained in Exhibit “A.” 7. Licensee's Care. Licensee will commit no act of waste, will take good care of the Premises, and will comply with all laws, regulations, rules, and orders of any federal, state, or local government agencies or departments. Licensee will not abandon the Premises and will do nothing that could increase the cost of Township's fire or public liability insurance. 8. Repairs. Township will make all necessary repairs to the Premises at Township's expense except when the repairs are needed because of misuse or neglect by Licensee or by persons under Licensee's control or on the Premises at Licensee's invitation, in which even, Licensee shall make those repairs at Licensee's own expense. 9. Improvements. Licensee shall not alter, add to, or improve the Premises. Any improvements made by Licensee that constitute fixtures or cannot be removed without material harm to the Premises shall be Township's property upon installation. All of Licensee's personal property shall be removed by Licensee before the termination of this Agreement. Licensee, at the same time, shall repair any injury done to the Premises in connection with

. All of Licensee's personal property shall be removed by Licensee before the termination of this Agreement. Licensee, at the same time, shall repair any injury done to the Premises in connection with the installation and removal of the improvements and the personal property. Licensee shall surrender the Premises in the same condition as they were at beginning of the term, reasonable wear and tear and injury caused by conditions or events beyond Licensee's control excepted. 10. Abandoned Property. All of Licensee's property remaining on the premises after this Agreement terminates shall be deemed abandoned and the sole property of the Township. 11. Services. Township shall provide utilities to the Premises, including heat, hot water, electric and gas, if any. Township agrees to maintain the electrical, plumbing, HVAC and structural systems on the Premises. 12. Damage to Building. If the Premises are damaged by fire or any other cause, so that the cost of restoration, as reasonably estimated by Township, equals or exceeds fifty 1 This amount will be deemed paid for the period June 1, 2025 through August 31, 2025 upon clearance of the funds referenced in paragraph 1 herein. 2 4838-7229-1223, v. 2 Formatted: Font: Bold Formatted: Right Deleted: 3,000