Township Council Meeting — Packet

REVISED 4/22/25 (50%) percent of the Premise's replacement value (exclusive of foundations) just prior to the damage, then Township may, no later than thirty (30) days following the damage, give Licensee notice of election to terminate this Agreement. If the cost of restoration equals or exceeds fifty (50%) percent of the replacement value and if the Premises are not reasonably usable for the purposes for which they are leased, Licensee may, no later than thirty days following the damage, give Township notice of election to terminate this Agreement. In the event of either of these elections, this Agreement shall terminate on the 31st day after the giving of notice, and Licensee shall surrender possession of the premises within a reasonable time. If the cost of restoration as estimated by Township amounts to less than fifty (50%) percent of the replacement value of the Premises, or if despite the cost Township does not elect to terminate this Agreement, Township shall restore the Premises and the premises with reasonable promptness, subject to delays in the making of insurance adjustments by Township, and Licensee shall have no right to terminate this Agreement except as provided in this Paragraph. Township need not restore fixtures and improvements owned by Licensee. 13. Township May Cure Defaults. If Licensee defaults in the performance of any covenant or condition of this Agreement, Township may, on reasonable notice to Licensee (except that no notice need be given in case of emergency), cure the default. Licensee shall have reasonable opportunity to cure default prior to Township action to cure default. 14. Default. If Licensee fails to comply with any term and condition herein, the Township may terminate this Agreement on ten (10) days notice. 15. Notices. Any notice by either party to the other shall be in writing and shall be deemed to be properly given only if delivered personally or mailed by registered or certified mail, return receipt requested, addressed (a) if to Licensee, at the above indicated location; (b) if to Township, at Township’s address set out in this Agreement; or (c) at such addresses or e-mail addresses as Licensee or Township from time to time may designate in writing. Notice shall be deemed to have been given upon delivery if delivered personally, and if mailed, upon the third day after the date of mailing. 16. Township’s Right to

to time may designate in writing. Notice shall be deemed to have been given upon delivery if delivered personally, and if mailed, upon the third day after the date of mailing. 16. Township’s Right to Inspect Premises. Township may enter the premises at any reasonable time on reasonable notice to Licensee (except that no notice is needed in case of emergency) to inspect the premises or make those repairs, replacements, and additions to the premises or the Building, ad Township deems necessary or desirable. Licensee shall have no claim or cause of action against Township solely for entering the premises in accordance with the Paragraph. 17. Interruption of Services or of Occupancy. Interruption or curtailment of any service maintained in the Premises if caused by strikes, mechanical difficulties, or any other causes beyond Township’s control shall not entitle Licensee to any claim against Township or to any abatement in rent, nor shall they constitute constructive or partial eviction, unless Township fails to take measures that are reasonable in the circumstances to restore the service without undue delay. 18. Elements of Construction Eviction. Licensee shall not be entitled to claim a constructive eviction from the premises unless Licensee shall have first notified Township in writing of the condition giving rise to the claim and, if the complaints are justified, unless Township fails to remedy the condition within a reasonable time after receipt of the notice. 3 4838-7229-1223, v. 2 Formatted: Font: Bold Formatted: Right

REVISED 4/22/25 19. No Representations. Neither party has made any representations or promises, other than those contained in this Agreement or in some further writing signed by the party making the representation or promise. Formatted: Font: Bold Formatted: Right 20. Covenant of Quiet Enjoyment. Township covenants that as long as Licensee pays the Fee and fully complies with the terms of this Agreement and performs Licensee’s covenants, Licensee shall peaceably and quietly have, hold, and enjoy the premises for the term provided, subject to the provisions of this Agreement. 21. Waiver of Jury Trial. To the extent waiver is permitted by law, the parties waive trial by jury in any action or proceeding brought in connection with this Agreement or the premises. 22. Captions. The captions in this Agreement are included for convenience only and shall not be taken into consideration in any construction or interpretation of this Agreement or any of its provisions. 23. No Assignment. The Licensee is not permitted to assign any aspect of this Agreement to any entity or person without the express written consent of the Township which consent may be withheld by the Township, in its sole discretion. 24. Agreement Binding on Successors, Representatives, and Assigns. The provisions of this Agreement shall apply to, bind, and inure to the benefit of Township and Licensee, their successors, legal representatives, and assigns. It is understood that the term “Township” as used in this Agreement means only the owner of the Building, so that if the Building is sold or leased or if the mortgagee takes possession of the premises, Township shall be entirely freed and relieved of all covenants and obligations of Township accruing after such sale, Agreement, or taking of possession, and it shall be deemed without further agreement that the purchaser, or the licensee. The above terms and conditions of this lease agreement are hereby agreed to by and between the parties executing below on this _________ day of April, 2025. Township of West Orange a New Jersey Municipal Corporation ATTEST: By: Susan McCartney, Mayor By: Karen Carnevale, Clerk, Township of West Orange Pro Media New Jersey, LLC a New Jersey Limited Liability Company By: Reyad Farraj, Managing Member By: Joe D’imperio, Managing Member Deleted: ¶ 4 4838-7229-1223, v. 2

122-25 April 22, 2025 RESOLUTION WHEREAS, the Township of West Orange (the “Township”) administers an affordable housing program for qualified 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, on October 18, 2025, pursuant to the Fair Housing Act, N.J.S.A. 52:27D301, the New Jersey Department of Community Affairs (“DCA”) issued its report entitled Affordable Housing Obligations for 2025-2035 (Fourth Round), therein setting froth the present need and prospective need for all New Jersey municipalities for the Fourth-Round housing cycle; and WHEREAS, the present need obligation of the Township has been calculated at 409 affordable units, and its prospective need obligation has been calculated as 660 affordable units; and WHEREAS, on March 26, 2025, the Honorable Aldo Russo, J.S.C. entered an Order requiring the Township to proceed with the preparation and adoption of its’ proposed Housing Element and Fair Share Plan for the fourth round, incorporating therein the present need and prospective need allocations aforesaid, by or before June 30, 2025; and WHEREAS, the Township requires the services of a professional and experienced affordable housing consulting firm to serve as the Township’s Affordable Housing Planner to comply with the March 26, 2025 Order; and WHEREAS, Nishuane Group, LLC (“Nishuane”) submitted a Proposal for Professional Services in response to a Request for Qualifications (the “RFQ”) for an Agreement for Fair Share Housing Planner (the “Contract”); and

WHEREAS, the proposed Contract, annexed hereto as Exhibit “A,” sets forth the proposed rates from Nishuane’s Proposal for Professional Services listed in the section captioned Detailed Cost Proposal whereby the total paid by the Township will not exceed $50,500 for a twelve-month term. NOW, BE IT HEREBY RESOLVED, by the Township Council of the Township of West Orange that the Township authorizes the award and execution of the Contract with Nishuane, annexed hereto as Exhibit “A” for a twelve-month term to expire on April 21, 2026; and be it further RESOLVED that a copy of this resolution 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

122-25 AGREEMENT FOR MUNICIPAL PLANNING SERVICES THIS AGREEMENT made and entered into on this ____ 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 NISHUANE GROUP, LLC, located at 105 Grove Street, Suite 3, Montclair, County of Essex and State of New Jersey, hereinafter referred to as “CONSULTANT,” 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 CONSULTANT to provide affordable housing planning services; NOW, THEREFORE, in consideration of the mutual promises, terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. CONSULTANT shall prepare the fair share housing report and analysis regarding the Fourth Round obligations of the Township concerning its present need obligation of the 409 affordable units, and its prospective need obligation at 660 affordable units as required by the Honorable Aldo Russo, J.S.C.’s March 26, 2025 Order by or before June 30, 2025 as well as other work related to affordable housing as directed by the Business Administrator and/or their designee. The above work other than site visits and meetings will be conducted in CONSULTANT’s office. It is assumed that application materials will be mailed to CONSULTANT by Township staff, although CONSULTANT will be able to pick up materials in West Orange if a quick turnaround of a review letter is necessary. A representative of CONSULTANT will also attend

meetings in West Orange to meet with Township staff, other consultants and/or development applicants, as needed. The review of development applications can be paid for through escrows provided by development applicants, consistent with state law and Section 25-55 of the West Orange Zoning Ordinance. Such additional services shall only be performed following approval from the Township Council. 2. The TOWNSHIP hereby retains the services of CONSULTANT for the period April 22, 2025 through April 21, 2026. 3. For any work done for a specific development project where a third-party escrow has been established the rate not to exceed $50,500: a. Founding Principal - $250/hr; b. Principal and Managing Partner- $200/hr; c. Senior Associate - $175/hr; d. Associate - $150/hr; e. Project Manager - $150/hr; f. Junior Associate - $70/hr; g. Intern - $50/hr. 4. CONSULTANT may not bill for the following ordinary administration and overhead: clerical and bookkeeping time related to the project, all telephone and facsimile costs, costs of reproduction of up to twenty (20) copies of no more than one (1) draft and one (1) final copy of project memorandums or reports, and travel expenses involving travel to places less than fifty (50) miles from CONSULTANT's office in Montclair, New Jersey. 5. CONSULTANT 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 2 4822-0551-7287, v. 1

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 except as directed by the Business Administrator and/or their designee; 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. 6. CONSULTANT 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. 7. CONSULTANT 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 CONSULTANT shall set forth a list of the personnel who furnished services, their billing rates (as specified in paragraph 1) and the number of hours they worked on the assignment. In the event additional payment is sought by CONSULTANT for work performed beyond the scope of services, such work shall only be performed and payment shall only be rendered upon approval by the Township Council. 8. During the term of this agreement, CONSULTANT 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. CONSULTANT shall provide the Township Attorney and Municipal Clerk with proof of a valid certificate of 3 4822-0551-7287, v. 1

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, CONSULTANT shall provide proof of renewal or new insurance coverage no later than thirty (30) days before the termination of the current coverage. 9. CONSULTANT agrees, subject to the provisions herein, to indemnify and hold the Client harmless from any damage, liability or cost to the extent caused solely by CONSULTANT's negligent acts, errors or omissions in the performance of professional services under this Agreement. CONSULTANT is not obligated to indemnify the Client for the Client's own negligence or intentional acts 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. CONFLICT OF INTEREST—CONSULTANT agrees that it will not work for any third-party developer in the TOWNSHIP. If a client of CONSULTANT proposes a project in the TOWNSHIP, CONSULTANT shall immediately notify the TOWNSHIP and the TOWNSHIP shall arrange for a substitute planner to oversee the project. 13. This Agreement is terminable on thirty (30) days written notice. 4 4822-0551-7287, v. 1

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 NISHUANE GROUP WITNESS: By: 5 4822-0551-7287, v. 1