Township Council Meeting — Packet

206-25 AGREEMENT FOR MUNICIPAL PLANNING SERVICES THIS AGREEMENT made and entered into on this 8th day of September, 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 Planning Board and Zoning Board consulting services; NOW, THEREFORE, in consideration of the mutual promises, terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. CONSULTANT will provide the Township of West Orange with staff support and site plan review committee meetings to ensure proper staff technical review of planning projects and subdivision and site plan applications. Appropriate planning advisory services will be included. CONSULTANT will review plans submitted to the Township for approval and provide comments. CONSULTANT will work with designated staff members, management, and applicants on a variety of planningrelated matters including site plan review. As part of this consulting support, we will attend conference meetings investors/developers, as needed. with municipal boards, private entities, and

2. The TOWNSHIP hereby retains the services of CONSULTANT for the period effective January 1, 2025 through December 31, 2025. 3. For any work done for a specific development project where a third-party escrow has been established the rate not to exceed $75,000: 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 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. 2 4822-0551-7287, v. 1

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 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. 3 4822-0551-7287, v. 1

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

207-25 September 8, 2025 RESOLUTION OF THE TOWNSHIP OF WEST ORANGE ACKNOWLEDGING AND AUTHORIZING THE ASSIGNMENT OF THE FINANCIAL AGREEMENT FROM GREEN ESSEX PARTNERS URBAN RENEWAL, LLC TO STONEHILL URBAN RENEWAL LLC WHEREAS, the Mayor and Township Council (the “Governing Body”) of the Township of West Orange (the “Township”), adopted Resolution 249-20 on December 15, 2020 designating, Block 155, Lots 40.02 (100 Executive Drive), 41.02 (10 Rooney Circle), and 42.02 (200 Executive Drive) as an “area in need of redevelopment” (the “Redevelopment Area”) pursuant to the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq. (the “Redevelopment Law”); and WHEREAS, in accordance with the Redevelopment Law, the Township adopted Ordinance 2632-21 on February 9, 2021 enacting a redevelopment plan for the Redevelopment Area entitled “Executive Drive – Rooney Circle Redevelopment Plan” (as further amended and supplemented from time to time, the “Redevelopment Plan”); and WHEREAS, the Township and Green Essex Partners Urban Renewal, LLC (“Redeveloper”), entered into a redevelopment agreement, dated March 10, 2021 (the “Redevelopment Agreement”), pursuant to which Redeveloper would merge Lots 40.02 and 42.02 to develop up to 425 rental apartments, including up to 64 affordable units (not less than 15 percent of the total number of units constructed) and 361 market rate units, amenity space including a pool, landscaped courtyard and an on grade landscaped park area, as well as construction and conveyance to the Township of a Public Dog Park and construction of a Library upon Lot 41.02 to be conveyed to the Township (the “Project”); and WHEREAS, In furtherance of the Project, on March 10, 2021, the parties entered into a financial agreement, pursuant to N.J.S.A. 40A:20-1 et seq. (the “Exemption Law”) for the residential development portion of the Project of Block 155, Lots 40.02 and 42.02 (the “Residential Development”), providing for the Township’s issuance of bonds pursuant to that certain bond agreement dated March 18, 2022 (the “Bond Agreement”) in an aggregate principal amount not to exceed $4,500,000 (the “Bonds”), pursuant to the Redevelopment Area Bond Financing Law, N.J.S.A. 40A:12A-64, et seq. (the “RAB Law”), and tax exemption in payment in lieu of taxes to secure the Bonds as well as pay municipal revenue to the Township (the “Financial

rea Bond Financing Law, N.J.S.A. 40A:12A-64, et seq. (the “RAB Law”), and tax exemption in payment in lieu of taxes to secure the Bonds as well as pay municipal revenue to the Township (the “Financial Agreement”); and WHEREAS, Redeveloper has completed construction of the Project, including the Residential Development consisting of the construction of 423 residential dwelling units, of which 359 are market rate and 64 are be low- and moderate-income units, located upon the consolidated Block 155, Lot 42.03 (the “Property”), as evidenced by the Certificate of Completion issued by the Township on December 12, 2024, recorded on January 8, 2025 in the Office of Essex County Register as Instrument Number 2025001488 (the “Certificate of Completion”); and WHEREAS, Redeveloper has entered into an agreement with SREF REIT Acquisitions LLC, which is a wholly owned by Sentinel Real Estate Fund Holding, LLC (“Sentinel”), to convey the Property to Stonehill Urban Renewal LLC, which is also wholly owned by Sentinel (“Stonehill”), and to assign the Financial Agreement from Redeveloper to Stonehill; and 55246/0018-51196376v5

WHEREAS, Section 9.01 of the Financial Agreement provides that the Township, on written application: “will consent to a sale of the Project (or a portion thereof) and the transfer of this Agreement (as pertaining to a portion of the Project) to another “Entity” (as such term is defined in the Financial Agreement) provided that: (a) in the event that the Project or relevant portion thereof has not been completed, the transferee Entity shall have demonstrated to the reasonable satisfaction of the Township that it possesses the experience and capitalization necessary to complete the Project (or relevant portion thereof), which determination shall not be unreasonably withheld; (b) the transferee Entity does not own any other Project subject to long term tax exemption at the time of transfer; (c) the transferee Entity is formed and eligible to operate under the Exemption Law; (d) the Entity is not then in Default of this Agreement or in violation of Applicable Law; (e) the Entity’s obligations under this Agreement are fully assumed by the transferee Entity; (f) the transferee Entity abides by all terms and conditions of this Agreement including, without limitation, the filing of an application pursuant to N.J.S.A. 40A:20-8, and any other terms and conditions of the Township in regard to the Project; and (g) no Annual Service Charge is due and owing by the Entity.”; and WHEREAS, Redeveloper and Stonehill have demonstrated to the Township that all of the above conditions have been satisfied, and more specifically: (a) is not applicable as the Project is complete, as evidenced by the Certificate of Completion; (b) Stonehill does not currently and will not own any other project subject to a long term tax exemption at the time of transfer; (c) Stonehill will be an urban renewal entity formed and eligible to operate under the Exemption Law; (d) Redeveloper is not in Default under the Financial Agreement or in violation of Applicable Law; (e) Stonehill has agreed to fully assume all of Redeveloper’s obligations under the Financial Agreement; (f) Stonehill has agreed to abide by all terms and conditions of the Financial Agreement and any other terms and conditions of the Township in regard to the Project, provided Stonehill shall not be required to file a new application pursuant to N.J.S.A. 40A:20-8 because the Project is Complete; and (g) no Annual Service Charge is

Township in regard to the Project, provided Stonehill shall not be required to file a new application pursuant to N.J.S.A. 40A:20-8 because the Project is Complete; and (g) no Annual Service Charge is due and owing by the Redeveloper. 2 55246/0018-51196376v5

WHEREAS, accordingly, all conditions having been met, based upon which the Township has agreed under the Financial Agreement it will consent to the assignment and transfer of the Financial Agreement, and the Council hereby seeks to acknowledge the approval of the transfer and assignment of all of the rights, title and interests of Redeveloper in and to the Financial Agreement to Stonehill in connection with Redeveloper’s sale and transfer of the Property to Stonehill, to fully assume all of Redeveloper’s rights and obligations thereunder, and the tax exemptions granted pursuant to the Financial Agreement shall inure to Stonehill; and WHEREAS, there are no defaults or breaches on the part of Redeveloper under the Financial Agreement, and to the Township's knowledge, no event has occurred which, with the passage of time, the giving of notice, or both, would constitute a default or breach under the Financial Agreement, and the Township has no present right to cancel or terminate the Financial Agreement under the terms thereof, and the Financial Agreement is currently in full force and effect to the extent not expressly amended herein; and WHEREAS, for avoidance of doubt, the Parties desire to confirm with respect to permanent financing that under Section 9.04 of the Financial Agreement the Entity has the right, to the extent permitted by the Long Term Tax Exemption Law, to encumber and/or assign its fee title to the Land and/or Improvements for purposes of permanent mortgage financing or other secured financing with respect to the Project; and WHEREAS, the Township acknowledges that the Entity’s and/or its affiliates’ rights to obtain secured permanent financing and assign, pledge, hypothecate or otherwise transfer its rights under the Financial Agreement and/or its interest in the Project to one or more secured parties or any agents therefor as security for obligations of the Entity, and/or its affiliates, incurred in connection with such secured financing, pursuant to 8.04; and. WHEREAS, further pursuant to Section 8.04(b), if the Entity shall Default in any of its obligations hereunder, the Township shall give written notice of such Default to the Secured Parties and the Township agrees that, in the event such Default is not waived by the Township or cured by the Entity, its assignee, designee or successor, within the period provided for herein,