Township Council Meeting — Packet

ecured 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, before exercising any remedy against the Entity hereunder, the Township will provide the Secured Parties a reasonable period of time to cure such Default, but in any event not less than 15 days from the date of such notice to the Secured Parties with regard to a Default involving the payment of money by the Entity and 90 days from the date the Entity was required to cure any other Default; and. WHEREAS, in the absence of a Default by the Entity, the Township agrees to consent to any collateral assignment by the Entity to any Secured Party or Secured Parties of its interests in this Financial Agreement and to permit each Secured Party to enforce its rights hereunder and under the applicable Security Arrangement and shall, upon request of the Secured Party, execute such documents as are typically requested by secured parties to acknowledge such consent. This provision shall not be construed to limit the Township’s right to payment from the Entity, nor shall the priority of such payments be affected by the Secured Party exercising its rights under any applicable Security Arrangement; and WHEREAS, pursuant to Section 8.04(d), the Financial Agreement is not intended to limit any rights of a Secured Party under N.J.S.A. 55:17-1 et seq. 3 55246/0018-51196376v5

NOW, THEREFORE, BE IT RESOLVED, by the Council of the Township of West Orange as follow: (a) The foregoing recitals are incorporated by reference as if repeated herein, and the Financial Agreement shall remain in full force and effect, to the extent not expressly amended herein. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Financial Agreement. (b) the Council does hereby acknowledge and approve the assignment of the Financial Agreement from Redeveloper to Stonehill in connection with the transfer of the Property from Redeveloper to Stonehill. (c) The Mayor is authorized to take any other action and/or sign any other documents needed to effectuate the purposes of this Resolution. (d) through and including the date hereof, Redeveloper has fully and timely satisfied, performed and complied with all obligations, covenants, conditions and requirements under the Financial Agreement and all related project documents, approvals, ordinances, resolutions, and agreements to which the Township and Redeveloper are parties or which govern the Project (collectively, the “Project Documents”). The Township further certifies that no sums due from Redeveloper are past due, no written notice of default to Redeveloper remains outstanding or uncured, and no event or condition exists which, with the passage of time or the giving of notice, would constitute a default by Redeveloper under the Financial Agreement or any Project Document. (e) The Township hereby acknowledges and agrees that: (i) the Pledged Annual Service Charge payable under the Financial Agreement is pledged and used solely as security for the payment of the Bonds, as described in Section 4.1 of the Bond Agreement, and the Township’s assignment of its rights in and to the Pledged Annual Service Charge to the Purchaser is made for that purpose; and (ii) except for the obligations expressly set forth in the Financial Agreement and the Redevelopment Agreement, neither the Redeveloper nor Stonehill shall have any obligation under the Bond Agreement to pay principal, redemption price or interest on the Bonds, to provide credit enhancement, or to perform any obligation of the Township thereunder, and there shall be no recourse to the Redeveloper or Sentinel with respect to the Bonds or the Bond Agreement. As used in this clause (d), capitalized terms not otherwise

n of the Township thereunder, and there shall be no recourse to the Redeveloper or Sentinel with respect to the Bonds or the Bond Agreement. As used in this clause (d), capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Financial Agreement, the Redevelopment Agreement, or the Bond Agreement (including any amendments or supplements thereto). Karen J. Carnevale, R.M.C. Municipal Clerk Joe Krakoviak Council President Adopted: September 8, 2025 4 55246/0018-51196376v5

208-25 September 8, 2025 RESOLUTION TO HOLD A CLOSED SESSION WHEREAS, the Open Public Meetings Act (N.J.S.A. 10:4. et seq.) provides for the exclusion of the public meetings of the governing body during the discussion of certain matters; and WHEREAS, prior to the exclusion of the public from a meeting of the Township Council it is required that the Council adopt a Resolution stating the general nature of the subject to be discussed and stating as precisely as possible the time when the minutes of the discussion conducted in closed session can be disclosed to the public; and WHEREAS, this body is about to consider a matter which falls within the purview of N.J.S.A. 10-4-12, and can properly exclude the public from such discussions; now, therefore, be it BE IT RESOLVED, that the Township Council of the Township of West Orange, now assembled in public session at its regular meeting of September 8, 2025 enter into a closed session to consider the following matter(s). () 1. Discussion of any material, the disclosure of which constitutes an invasion of individual privacy. () 2. A collective bargaining agreement or the terms of provisions of same. () 3. Techniques or tactic utilized to protect the safety and property of the public provided that their disclosure could impair such protection. () 4. An investigation of violations or possible violations of the laws of the State of New Jersey and/or the Township of West Orange Administrative Code. (X) 5. Pending or anticipated litigation or contract negotiation in which this body is or maybe a party. () 6. A matter falling within the attorney-client privilege to the extent that confidentiality is required in order for the attorney to exercise his ethical duties to this body. (X) 7. Personnel matters. () 8. Discussion of any matter which by express provision of Federal law or State statute or rule of Court shall be rendered confidential. () 9. Discussion of any matter in which the release of information would impair a right to receive funds from the Government of the United Sates. () 10. Discussion of any matter involving the purchase, lease or acquisition of real property with public funds, the setting of banking rates or investment of public funds, where it could adversely affect the public interest if discussion of such matters were disclosed.

() 11. Deliberations occurring after a public hearing that may result in imposition of a civil penalty or suspension or loss of a license or permit. More specifically, the Council may discuss in closed session the following topic(s): 208-25 Resolution Authorizing Two Executive Session(s) for the Purpose of Discussing the Following:  a. Personnel Matter(s) Specifically to Seek Legal Guidance to Help Determine an Employee's Compensation.  b. Contract Negotiations Specifically Green Essex Partners Urban Renewal LLC (Stonehill at West Orange) - Financial Agreement Transfer (the general subject matter(s) of discussion shall be indicated by a check mark in the appropriate box and shall be more specifically referred to thereafter to the extent such additional disclosure can be made without compromising the need for confidentiality giving rise to the closed session. IT IS FURTHER RESOLVED that the minutes of said discussion shall be made public as soon as the matter under discussion is no longer of a confidential or sensitive nature such that the public interest will no longer be served by such confidentiality. The foregoing resolution was duly adopted by the Township Council of the Township of West Orange at a public meeting held on September 8, 2025. Motion: Second: Vote Aye: Opposed: Karen J. Carnevale, R.M.C. Municipal Clerk Adopted: September 8, 2025 Joe Krakoviak Council President

209-25 September 8, 2025 RESOLUTION WHEREAS, since 2021 the New Jersey Department of Health, Office of Local Public Health (the “OLPH”) awarded funding to the Township of West Orange (the “Township”) for funding to a COVID-19 vaccination programs; and WHEREAS, the Township utilized the funding from the OLPH to enter into a Professional Services Agreement with Montclair State University’s School of Nursing faculty and students to provide vaccine administration and other support services; and WHEREAS, the OLPH has awarded additional funds in the amount of $64,788 as part of the Township’s Strengthening Local Public Health Capacity Grant for the period of July 1, 2025 to June 30, 2026 to continue the Township’s COVID-19 vaccination programs; and WHEREAS, the Township seeks to utilize these additional grant funds to renew its retention of Montclair State University’s School of Nursing faculty and students to provide vaccine administration and other support services pursuant to a new Professional Services Agreement, annexed hereto as Exhibit “A” (the “Agreement”); and WHEREAS, the Agreement extends the term of the Agreement for an additional one (1) year period for an amount not to exceed $22,254 of the funding from the Township’s Strengthening Local Public Health Capacity Grant. NOW, BE IT HEREBY RESOLVED BY THE TOWNSHIP COUNCIL OF THE TOWNSHIP OF WEST ORANGE, that the Township be and is hereby authorized to retain Montclair State University to provide vaccine administration and other support services; and be it further

RESOLVED, that the Director of the Township’s Health Department is hereby authorized to execute the Agreement with Montclair State University annexed hereto as Exhibit “A,” and be it further RESOLVED, that the Township Clerk is authorized to attest to the signature of the Director of the Township’s Health Department; and be it further RESOLVED, that this Resolution shall be made available in the Township Clerk’s Office for reasonable inspection in accordance with applicable law. Karen J. Carnevale, R.M.C. Township Clerk Joe Krakoviak Council President Adopted: September 8, 2025 I hereby certify funds are available from: Account No. John Ditinyak, Chief Financial Officer 2

PROFESSIONAL SERVICES AGREEMENT 209-25 THIS AGREEMENT is entered into and dated as of the 1st day of July , 2025 , between MONTCLAIR STATE UNIVERSITY (hereinafter referred to as “MSU”) and the Township of West Orange Health Department c/o the TOWNSHIP OF WEST ORANGE (hereinafter referred to as the “Township”) NOW, THEREFORE, in consideration of the foregoing premises, and of the mutual covenants and promises herein contained, the parties agree as follows: ARTICLE 1: SCOPE OF SERVICES MSU, through its School of Nursing faculty and students, shall provide vaccine administration and other support services, as requested by the Township, in accordance with the document attached as Schedule A (“Work”). ARTICLE 2: TERM Work to be performed by MSU shall start on (July 1, 2025) and be completed by (June 30, 2026). ARTICLE 3: COST AND PAYMENT OF SERVICES 3.1 Agreement Limit. The Township shall pay MSU for the work in the Scope of Services and Schedule A on a reimbursable basis, with a contract limit not to exceed (Twenty-two thousand two hundred fifty-four dollars ($22,254.00). 3.2 Reimbursement. The Township shall pay MSU based on the billing rates and other associated costs set forth in Schedule A. All invoices for the Work shall detail the individuals performing the Work, the Work performed and the time spent and materials used in connection with the Work. All invoices submitted to the Township shall be sent to the Township at the address set forth above. 3.3 MSU shall invoice the Township on a quarterly basis. All invoices shall be submitted to the Township at the address specified. 3.4 The Township shall make payment in full to MSU within thirty (30) days of the date of each invoice. ARTICLE 4: TAXES MSU shall be responsible for the payment of all applicable taxes with respect to the labor and materials used in connection with the Work, including, without limitation, all unemployment, payroll and social security taxes. MSU is exempt from all New Jersey sales, use and local taxes under N.J.S.A. 54:32B-9A.

ARTICLE 5: OWNERSHIP and USE of DOCUMENTS 5.1 The Township agrees that any work, discoveries, inventions, or improvements developed by MSU solely or with others, resulting from the performance of this Agreement, are the property of MSU, and the Township agrees and does hereby assign all rights therein to MSU. The Township further agrees to provide MSU with any assistance required to obtain patents or copyright registrations, including the execution of any documents submitted by MSU. 5.2 MSU MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE WORK PRODUCT OR SERVICES, WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED OR DEVELOPED UNDER THIS AGREEMENT; OR THE NON-INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT. 5.3 MSU makes no warranty on the work product produced pursuant to this subcontract and is provided “as is” and makes no warranty that it does not infringe the intellectual property rights of any third party. Any intellectual property (including copyrightable work, trademarks, and patents) generated by MSU in the course of this Agreement shall be the property of MSU, but subject to a non-exclusive, revocable, royalty-free perpetual license to The Township to use the intellectual property for its own internal research purposes. 5.4 Consistent with its status as a non-profit academic institution of higher education, MSU shall be free to publish or otherwise publicly disseminate the results of the services provided pursuant to this Agreement. 5.5 This provision shall survive expiration and termination of this Agreement. ARTICLE 6: INDEMNITY 6.1 Any agreement or arrangement signed or entered into on behalf of Montclair State University and/or the State of New Jersey by a State Official or employee shall be subject to all of the provisions of the New Jersey Tort Claims Act, N.J.S.A. 59:1-1 et seq., the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq. and the availability of appropriations. The State of New Jersey does not carry Public Liability Insurance, but the liability of the State and the obligation of the State to be responsible for Tort Claims against its employees is covered under the terms and provisions of the New Jersey Tort Claims Act. The State of New Jersey

f the State and the obligation of the State to be responsible for Tort Claims against its employees is covered under the terms and provisions of the New Jersey Tort Claims Act. The State of New Jersey and Montclair State University assume no obligation to indemnify or save harmless the Township, its agents, servants, employees or subcontractors for any claim which may arise out of its performance of this Contract. 6.2 The Township shall assume all risk of and responsibility for, and agrees to defend, indemnify and hold harmless MSU, the New Jersey Educational Facilities Authority and the