Township Council Meeting — Packet

amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to make good faith efforts to meet targeted county employment goals established in accordance with N.J.A.C. l7:27-5.2. The contractor or subcontractor agrees to inform in writing its appropriate recruitment agencies including, but not limited to, employment agencies, placement bureaus, colleges, universities, and labor unions, that it does not discriminate on the basis of age, race, creed, col-or, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of its testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job related testing, as established by the statutes and court decisions of the State of New Jersey and as established by applicable Federal law and applicable Federal court decisions. In conforming with the targeted employment goals, the contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and layoff to ensure that all such actions are taken without regard to age, race, creed, color, national origin, ancestry, marital status, affectional or sexual orientation, gender identity or expression, disability, nationality or sex, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor shall submit to the public agency, after notification of award but prior to execution of a goods and services contract, one of the following three documents: Letter of Federal Affirmative Action Plan Approval; or Certificate of Employee Information Report; or Employee Information Report Form AA-302 (electronically provided by the Division and distributed to the public agency through the Division’s website at: http://www.state.nj.us/treasury/contract_compliance. The contractor and its subcontractors shall furnish such reports or other documents to the Division of Purchase & Property, CCAU, EEO Monitoring Program as may be requested by the office from time to time in order to carry out the purposes

hall furnish such reports or other documents to the Division of Purchase & Property, CCAU, EEO Monitoring Program as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Division of Purchase & Property, CCAU, EEO Monitoring Program for conducting a compliance investigation pursuant to N.J.A.C. 17:27-1.1 et seq. 12

74-26 March 10, 2026 RESOLUTION WHEREAS, the Township Council of the Township of West Orange has determined that there exists a need to provide the following professional services for the Township: ___Municipal Audit Services; and WHEREAS, pursuant to the New Jersey Local Unit “Pay to Play Law, N.J.S.A. 19:44A-20.4 et seq., the Township has sought said qualified professional services through the use of a “fair and open process,” as defined in N.J.S.A. 19:44A-20.7; and WHEREAS, the Professional Services are exempt from the requirements of public bidding pursuant to the Local Public Contracts Law, more specifically, N.J.S.A. 40A:11-5(1)(a)(i); and WHEREAS, as required by this law, the Township provided sufficient notice of its Request for Proposals/Qualifications; publicly solicited RFPs through the utilization of the Township’s official Web site; established an award and disclosure process documented in writing prior to soliciting any RFPQs; publicly opened all proposals; and publicly will award the Contract via this Resolution of the Township Council; and WHEREAS, the Township has determined that retaining __Samuel Klein and Company of 550 Broad Street 11th Floor Newark, New Jersey 07102_ will be the most advantageous to the Township, all relevant factors considered; and, NOW, THEREFORE BE IT RESOLVED by the Mayor and Council of the Township of West Orange in the County of Essex, State of New Jersey that _ Samuel Klein and Company of 550 Broad Street 11th Floor Newark, New Jersey 07102_ be and is hereby approved for this professional service for a term expiring on December 31, 2026, however the auditor shall continue to serve after December 31, 2026 to prepare the Statutory Audit for the year ending December 31, 2025; and BE IT FURTHER RESOLVED, that the Mayor and Township Clerk are hereby authorized to sign the agreement on behalf of the Township, which shall be available for public inspection in the office of the Township Clerk; and, BE IT FURTHER RESOLVED, that the Business Disclosure Entity Certification and the Determination of Value Certification be placed on file with this resolution; and BE IT FURTHER RESOLVED, that compensation for services rendered shall be claimed, approved and paid in the manner set forth in N.J.S.A. 40A:5-16 and pursuant to a professional service agreement to be entered between the parties; and 1

BE IT FURTHER RESOLVED, that the maximum dollar amount of this contract is reasonably estimated to be $119,950.00 over the contract term; however, the Township is not obligated to spend this amount and if exceeded, can be funded by additional encumbrances; and, BE IT FURTHER RESOLVED, that the Township Clerk shall cause a notice of the adoption of this resolution be posted to the Township website at www.westorange.org, “Current Legal Notices”, “Resolution Notices,” within ten (10) days after passage hereof. I, Karen J. Carnevale, Township Clerk for the Township of West Orange, County of Essex, State of New Jersey, do hereby certify this is a true and correct copy of the resolution adopted by the Township Council at its Regular Meeting held on March 3, 2026. Karen J. Carnevale, R.M.C., Municipal Clerk Susan Scarpa, Council President Adopted: March 3, 2026 I certify funds are available from Account No(s): *Acct # 01-2010-00-2952-090 *Amount Not to Exceed - $91,600.00 Acct # Various Capital Section 20 Amount Not to Exceed - $28,350.00 John C. Ditinyak, Chief Financial Officer *Contingent upon the adoption of the 2026 budget. 2

74-26 AGREEMENT THIS AGREEMENT, made this __________ day of __________, 2026 BETWEEN: Township of West Orange 66 Main Street West Orange, NJ 07052 Hereinafter referred to as the "Township” AND: Samuel Klein and Company 550 Broad Street, 11th Floor Newark, NJ 07102 Hereinafter referred to as the "Professional”. W I T N E S S E T H: WHEREAS, the Township recognizes the need for Municipal Audit Services; and WHEREAS, in that connection Samuel Klein and Company is qualified to provide said services; and WHEREAS, the Township desires to engage Samuel Klein and Company to serve as an “Independent Contractor” to provide professional services that may be designated by the Township as a fair and open contract pursuant to the provisions of N.J.S.A. 19:44A-20.5; NOW, THEREFORE, in consideration of the terms, conditions and stipulations hereinafter set forth, it is mutually agreed by and between the parties: 1. WORK TO BE PERFORMED The Professional shall make the annual audit of the Township financial records for the year ending December 31, 2025 and serve as the Township Auditor for the calendar year 2026. The Professional shall perform the duties prescribed by law all in accordance with generally accepted auditing standards and the laws and regulations of the State of New Jersey regarding same. The Professional shall perform such duties and render such services as may from time to time be requested by the Township, Mayor and Council, the Chief Financial Officer or the 1

Business Administrator including, but not limited to, preparation of the annual financial statement. (a) The Professional shall perform the services set forth above in addition to those set forth in the Township’s Request for Qualifications and in the Professional’s submission in response annexed hereto as Exhibit A. (b) Any and all work performed pursuant to this Agreement shall be performed to acceptable practices, and standards within the industry and to the satisfaction of the Township. 2. CONSIDERATION The Township shall compensate the Professional as follows: • Preparation of the 2025 Unaudited Financial Statement. $24,750.00 or • Preparation of the Annual Debt Statement for the year 2025. $3,000.00 or • Review of the Completed Annual Debt Statement for the year 2025. • $1,575.00 Assist in the preparation of the 2026 Introduced Budget, Budget Amendments, Adopted Budget, including the preparation of the required ordinances and resolutions necessary to support the 2026 Budget. Assistance in the preparation of the User Friendly Budget and the Levy CAP Workbook. Assistance with any questions or concerns of the Division of Local Government Services regarding the aforementioned. $15,500.00 or • Review of the 2026 Introduced Budget, Budget Amendments, Adopted Budget, including the preparation of the required ordinances and resolutions necessary to support the 2026 Budget. Assistance in the preparation of the User Friendly Budget and the Levy 2

CAP Workbook. Assistance with any questions or concerns of the Division of Local Government Services regarding the aforementioned. • $12,500.00 For assistance with the preparation and/or review of Official Statements for Bond and/or Note Sales for the year 2026. Per Each Bond Sale a fee not to exceed $17,250.00 Per Each Note Sale a fee not to exceed $14,175.00. Out-of-pocket costs for the preparation of verification notices and direct mailing to the taxpayers, as required by the Division of Local Government Services, and updates to the Capital Assets, applications to the Local Finance Board, attendance at hearings before the Local Finance Board and meeting or conferences with Rating Agencies will be charged separately. The fees, as indicated, contemplate that all of the internal records will be complete, that all bank accounts will be reconciled and that all detail schedules, lists and trial balances will be in proof. If significant additional time is necessary to complete the internal records, the Professional is called upon to perform additional services, the Professional will discuss the matter with Township Officials and obtain authorization to proceed. Fees for additional services will be based on the Professional’s hourly per diem rates, listed below, a fee determined not to exceed a maximum amount or shall be established at a fixed fee: Partner $150.00-$185.00 Managers and Senior Staff $125.00-$150.00 Staff Assistants $90.00-$125.00 Staff Assistance $70.00-$90.00 3. PAYMENT Payment shall be made by the Township within thirty (30) days of the receipt and approval of itemized bills and vouchers. No payments may be made in advance of services pursuant to N.J.S.A. 40A:5-16. 3

4. NOT-TO EXCEED AMOUNT Total compensation under this Agreement shall not exceed $119,950.00 (the “Not-toExceed Amount”) without a further written encumbrance and additional authorization by resolution of the Township Council. 5. TERM The term of this agreement shall be from January 1, 2026, through December 31, 2026, unless earlier terminated in accordance with the provisions set forth in Section 16, below. 6. NEW JERSEY LAW This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey notwithstanding any provisions of such laws relating to jurisdiction. 7. PARTIAL INVALIDITY If any term, condition, or provision of this Agreement or the application thereof to any person or circumstance shall, at any time, or to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which this Agreement is invalid or unenforceable, shall not be affected thereby, and each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law, provided, however, that no such invalidity shall in any way reduce the services to be performed by the Professional for the Township. 8. NO ASSIGNMENT The Professional shall not assign, transfer, convey, sublet, or otherwise dispose of this Agreement or its right, title or interest in or to the same or any part thereof without prior written consent of the Township and the approval of the Township’s Municipal Council. 9. BINDING ON SUCCESSORS Except as otherwise provided in this Agreement, all agreements’ terms, provisions and conditions to this Agreement shall be binding on and inure to the benefit of the parties hereto, their respective personal representatives and successors. 4

10. MODIFICATIONS No modification of this Agreement shall be valid or binding unless the modifications shall be in writing, approved by the Township’s Municipal Council and executed by the Township and the Professional. 11. NO WAIVER No waiver of any term, provision or condition contained in this Agreement or any breach of any such term, provision or condition shall constitute a waiver of any subsequent breach of such term, provision or condition by either party, or justify or authorize the non-observance on any other occasion of the same, or any other term, provision, or condition of this Agreement by either party. 12. CAPTIONS The captions or the paragraph headings contained in this Agreement are solely for purposes of convenience and shall not be deemed part of this Agreement for the purpose of construing the meaning thereof or for any other purpose. 13. OWNERSHIP OF RECORDS All records and data relating to work performed for the Township shall belong to the Township and shall be surrendered to the Township upon the expiration or termination of this Agreement, except that the Professional will retain such information as is necessary to maintain a complete work record. The Professional shall not use such information or data except for the performance of the service hereunder, without the prior written permission of the Township. 14. INSURANCE The Professional performing work for or on behalf of the Township shall keep in force the following types of insurance at its own expense and underwritten by a company licensed to do business in the State of New Jersey and acceptable to the Township. The Township reserves the right to accept, amend or modify any of the conditions listed. The Township must be notified within three (3) days of an offense, which may result in a claim. The Professional shall not take any action to cancel any of the insurance required under this Agreement without the approval of 5

the Township. The maintenance of insurance under this section shall not relieve the Professional of any liability greater than the insurance coverage. Any and all subcontractors retained must fully comply with the same insurance requirements as listed. a. WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE with limits of not less than $1,000,000.00 will be maintained in full force during the life of this contract by the Professional covering all employees engaged in performance of this contract pursuant to N.J.S.A. 34:15-12(a) and N.J.A.C. 12-2351.6. b. GENERAL LIABILITY INSURANCE with limits of not less than $1,000,000.00 for Bodily Injury and Property Damage Liability each occurrence and $2,000,000.00 General Aggregate will be maintained in full force during the life of the contract by the Professional. The policy will include Professional's protective liability insurance (also known as contingent liability insurance) with the same limits. In the event more than one insured is named in the policy, a CROSS LIABILITY endorsement will be included which provides that the employees of each of the named insureds are not excluded under the policy as respect to claims that are made against other named insured. c. AUTOMOBILE LIABILITY INSURANCE with limits of not less than $1,000,000.00 Liability and Property Damage Liability Combined Single Limit, $1,000,000.00 Uninsured Motorist and Underinsured Motorist, $1,000,000.00 Owned, Hired and Non-owned Automobile, will be maintained in full force during the life of this contract by the Professional. d. PROFESSIONAL LIABILITY INSURANCE with the limits of not less than $2,000,000.00 maintained in full force during the life of the contract by the Professional. 6