Township Council Meeting — Packet

12.1. Deliverables. The principal deliverable is the Final Report, delivered to Conflict Counsel in draft and final form, unless the Township directs otherwise. 12.2. Ownership. Subject to applicable privilege and ethical obligations, the Township shall own the work product created under this Agreement, including the Final Report and supporting materials, except that Special Counsel may retain a copy of the file consistent with record retention obligations and professional responsibility requirements. 13. Conflicts. 13.1. No Disqualifying Conflict. Special Counsel represents that, to the best of its knowledge after reasonable diligence, there exists no conflict that would materially impair the Investigation. Special Counsel shall promptly disclose any potential conflict that arises during the term. 13.2. Removal | Replacement. Should a conflict arise that cannot be waived or otherwise managed, the Township may terminate this Agreement and retain a substitute counsel. 14. Termination. 14.1. Termination for Convenience. The Township may terminate this Agreement, with or without cause, upon written notice to Special Counsel. Upon termination, Special Counsel shall cease work (except to preserve the status of the Investigation as requested) and submit a final invoice. 14.2. Termination for Cause. Either party may terminate this Agreement for material breach upon written notice and a reasonable opportunity to cure, where cure is not feasible. 14.3. Compensation Upon Termination. In all events, Special Counsel shall be compensated only for approved work performed through the effective date of termination, subject to the Not-to-Exceed Amount. 15. Independent Contractor. Special Counsel is an independent contractor and not an employee of the Township. 7

16. Notices. All formal notices required under this Agreement shall be made in writing and delivered electronically and by certified mail, return receipt requested addressed as follows: To the Township: To Special Counsel: Township of West Orange Attn.: Karen Carnevale, Twp. Clerk 66 Main Street West Orange, New Jersey 07052 (973) 325-4155 KCarnevale@westorange.org Deena B. Rosendahl, Esq. Cleary, Giacobbe, Alfieri, Jacobs, LLC 169 Ramapo Valley Road | Upper Level Suite 105 Oakland, New Jersey 07436 (973) 845-6700 Drosendahl@cgajlaw.com To: Conflict Counsel: Antonelli, Kantor, Rivera, P.C. Attn.: Ramon E. Rivera, Esq. 354 Eisenhower Parkway Livingston, New Jersey 07039 (908) 623-3676 Rrivera@akrlaw.com 17. Governing Law and Venue. This Agreement shall be governed by the laws of the State of New Jersey. Venue for any action arising under this Agreement shall lie in the Superior Court of New Jersey, Essex Vicinage, unless otherwise required by law. 18. Entire Agreement. This Agreement, together with the Authorizing Resolution and any required certifications incorporated herein, constitute the entire agreement between the Parties and supersedes any prior agreements. Any amendment hereto must be in writing, signed by the Parties and where required, authorized by resolution of the Township Council and accompanied by a proper encumbrance. 19. Execution. 8

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. Township of West Orange By: Title: Township Attorney Mark Semeraro, Esq. Dated:__________________________ Special Counsel: Cleary, Giacobbe, Alfieri, Jacobs, LLC By:__________________________ Title: Deena B. Rosendahl, Esq. Dated:__________________________ 9 Special Counsel

27-26 January 20, 2026 RESOLUTION AUTHORIZING THE EXTENSION OF THE BID CONTRACT FOR ARMED/UNARMED SECURITY OFFICERS FOR THE TOWNSHIP OF WEST ORANGE MUNICIPAL BUILDING WHEREAS, on or about April 16, 2024, the Township of West Orange (the “Township”) issued an Invitation to Bid with the Township’s Bid Specifications seeking solicitations for is Contract for Armed/Unarmed Security Officers (the “Contract”) for the Township of West Orange Municipal Building at 66 Main Street; and WHEREAS, on April 30, 2024, a bid was submitted by Sterling Securities, L.L.C., (hereinafter referred to as the “Contractor”), seeking award of the Contract for Security Services (the “Contract”) for a term of one (1) year with an option for the Township to renew the Contract for either an additional: (i) one (1) additional one-year term; or (ii) two (2) additional one-year terms at an hourly rate of $35.00 per hour armed security officer or $25.00 per hour unarmed security officer; and WHEREAS, the Township now wishes to extend the Contract for one (1) additional oneyear term as provided for in the Contract. NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE MUNICIPAL 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 extend the Contract for Armed/Unarmed Security Services for a term of one year with an option to renew for an additional year. BE IT FURTHER RESOLVED that notice of this award shall be available in the Office of the Township Clerk in accordance with applicable laws and regulations. Karen J. Carnevale, R.M.C. Municipal Clerk Susan Scarpa Council President Adopted: January 20, 2026 I hereby certify funds are available from Account No.: John Ditinyak, Chief Financial Officer

27-26 AGREEMENT FOR ARMED/UNARMED SECURITY OFFICERS FOR TOWNSHIP OF WEST ORANGE MUNICIPAL BUILDING THIS AGREEMENT, dated as of this 20th day of JANUARY, 2026, between the Township of West Orange, a Municipal Corporation, in the County of Essex, in the State of New Jersey, (hereinafter referred to as the “Township”), having its principal offices as 66 Main Street, West Orange, New Jersey; and STERLING SECURITIES, L.L.C., (hereinafter referred to as the “Contractor”), having its principal offices at 155 Pompton Avenue, Verona, New Jersey 07044. WHEREAS, on or about April 16, 2024, the Township of West Orange (the “Township”) issued an Invitation to Bid with the Township’s Bid Specifications seeking solicitations for is Contract for Armed/Unarmed Security Officers (the “Contract”) for the Township of West Orange Municipal Building at 66 Main Street; and WHEREAS, on April 30, 2024, a bid was submitted by Sterling Securities, L.L.C., (hereinafter referred to as the “Contractor”), seeking award of the Contract for Security Services (the “Contract”) for a term of one (1) year with an option for the Township to renew the Contract for either an additional: (i) one (1) additional one-year term; or (ii) two (2) additional one-year terms at an hourly rate of $35.00 per hour armed security officer or $25.00 per hour unarmed security officer; and WHEREAS, on January 1, 2025, the Township entered into an Agreement for Armed and Unarmed Security Officers for the Township of West Orange Municipal Building for a period of one (1) year; and WHEREAS, the Township now wishes to extend the Contract for one (1) additional oneyear term as provided for in the Contract. WITNESSETH 1. The Contract hereby covenants and agrees to furnish and deliver to the Township, Security Services consistent with the scope of services set forth in the Bid Specifications and the Contractor’s Bid submitted on April 30, 2024 (the “Bid”) consistent with the Township’s determination of the number of armed officers and unarmed officers at the hourly rates set forth in the Bid, but which cannot exceed the Annual Cost for one Armed Security Officer at an hourly rate of $35.00 per hour as set forth in the Bid for a total of 1960 hours for a year for a total annual contract price of $68,600. 2. In the event of any conflicts between the terms and conditions set forth in the Bid Specifications and the Bid, the

or a total of 1960 hours for a year for a total annual contract price of $68,600. 2. In the event of any conflicts between the terms and conditions set forth in the Bid Specifications and the Bid, the terms and conditions set forth in the Bid Specifications shall govern. 3. The Contractor acknowledges that it has read N.J.S.A. 10:2-1, et seq., (Discrimination in Employment on Public Works; contract provision), the terms of which are

incorporated herein as if expressly set forth at length, and the Contractor agrees to comply with and be bound by the terms thereof. 4. Neither this Agreement nor the monies to become due hereunder are assignable. 5. The acceptance of payment by the Contractor shall constitute a release of any claims for liabilities of any nature whatsoever, if any, owing to the Contractor from the Township, its agents, servants and employees. 6. Contractor agrees to indemnify and hold harmless the Township, its agents, servants and employees from and against any losses, damage, liabilities and expenses which may arise or be claimed against the Township, its agents, servants and employees consequent upon or arising out of or in connection with the within Agreement. 7. This Agreement shall be governed and construed in accordance with the laws of the State of New Jersey, without regard to its conflict of law principles. Any claim shall be brought in the Superior Court of New Jersey, Essex Vicinage. Each of the Parties hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof to it by regular mail. Each of the Parties hereby irrevocably waives any objection that it may now or hereafter have to the laying of venue of any such claim, suit, proceeding or action in such respective jurisdiction. 8. This Agreement is effective January 1, 2026 and covers the period of January 1, 2026 through December 31, 2026. The Township shall have the option to extend the terms of this Agreement for an additional one (1) year-term from January 1, 2027 through December 31, 2027. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, or caused the presents to be signed by their proper corporate officers, and caused these corporate seals to be affixed hereto. ATTEST: STERLING SECURITIES _________________________________ Name ______________________________ Name ATTEST TOWNSHIP OF WEST ORANGE _________________________________ KAREN J. CARNEVALE, R.M.C. BY:__________________________ SUSAN McCARTNEY, MAYOR

28-26 January 20, 2026 STATE OF NEW JERSEY DEPARTMENT OF ENVIRONMENTAL PROTECTION GREEN ACRES PROGRAM ENABLING RESOLUTION for SUPPLEMENTAL FUNDING REQUEST WHEREAS, the New Jersey Department of Environmental Protection, Green Acres Program (“State”), provides loans and/or grants to municipal and county governments and grants to nonprofit organizations for assistance in the acquisition and development of lands for outdoor recreation and conservation purposes; and WHEREAS, the Township of West Orange has previously obtained a Green Acres loan of $0.00 and/or a Green Acres grant of $6,000,000.00 from the State [and an Urban Parks grant of $0.00 from the State] to fund the following project(s) pertaining to the entire 138-property referenced as: #0722-03-005- West Orange Township Open Space Acquisition (Rock Spring Golf Course); and WHEREAS, the Township of West Orange desires to further the public interest by requesting an additional Green Acres loan of $0.00 and/or an additional Green Acres grant of $3,750,000.00 to fund the project(s); and WHEREAS, the State shall determine if the supplemental funding request is complete and in conformance with the scope and intent of the Green Acres Program, and notify the applicant of the amount of the funding award; and WHEREAS, the applicant is willing to use the State’s funds in accordance with its rules, regulations and applicable statutes, and is willing to enter into an Amendment of the Agreement with the State for the above-named project; NOW, THEREFORE, the governing body/board resolves that: 1. Susan McCartney or the successor to the office of Mayor is hereby authorized to: (a) request such a loan and/or such a grant, (b) provide additional information and furnish such documents as may be required, and (c) act as the authorized correspondent of the above-named applicant; and 2. The applicant agrees to provide the local government/nonprofit share if a match is required. 3. The applicant agrees to comply with all applicable federal, state, and local laws, rules, and regulations in its performance of the project. 4. This resolution shall take effect immediately.

CERTIFICATION I, Karen J. Carnevale R.M.C. Municipal Clerk do hereby certify that the foregoing is a true copy of a resolution adopted by the Council of the Township of West Orange at a meeting held on the 20th day of January, 2026. IN WITNESS WHEREOF, I have hereunder set my hand and the official seal of this body this 20th day of January, 2026. __________________________________ Karen J. Carnevale R.M.C. Municipal Clerk

29-26 January 20, 2026 RESOLUTION AUTHORIZING THE COLLECTOR OF TAXES TO REFUND PAYMENT TO THE LISTED TAXPAYER DUE TO VETERAN EXEMPTION WHEREAS, the Assessor has granted a 100% Veteran Disabled exemption to parcels listed below and a letter of eligibility from the Veteran’s Administration is on file in the Assessor’s office showing the effective date of exemption. WHEREAS, the owner or its mortgage servicer made payments after the date of exemption and tax refunds are due in the amounts listed below. NOW, THEREFORE BE IT RESOLVED by the West Orange Township Council that the Collector of Taxes and Treasurer of West Orange, be and they are hereby authorized, empowered and directed to cause to be paid to the homeowners the tax refunds due: Karen J. Carnevale, R.M.C. Municipal Clerk Susan Scarpa Council President Adopted: January 20, 2026 I hereby certify funds are available from Account No.: John Ditinyak, Chief Financial Officer