Township Council Meeting — Packet

fectional or sexual orientation, gender identity or expression, disability, nationality or sex. The contractor or subcontractor will send to each labor union, with which it has a collective bargaining agreement, a notice, to be provided by the agency contracting officer, advising the labor union of the contractor's commitments under this chapter and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to N.J.S.A. 10:5-31 et seq., as 11

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

77-26 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 Bond Attorney; 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 __Wilentz Attorneys at Law of 90 Woodbridge Center Drive Suite 900, Box 10, Woodbridge, New Jersey 07095 _ 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 _ Wilentz Attorneys at Law of 90 Woodbridge Center Drive Suite 900, Box 10, Woodbridge, New Jersey 07095_ be and is hereby approved for this professional service for a term expiring on December 31, 2026; 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, BE IT FURTHER RESOLVED, that the maximum dollar amount of this contract is reasonably estimated to be $95,000.00 over the

nt to a professional service agreement to be entered between the parties; and, BE IT FURTHER RESOLVED, that the maximum dollar amount of this contract is reasonably estimated to be $95,000.00 over the contract term; however, the Township is not obligated to spend this amount and if exceeded, can be funded by additional encumbrances; and, 1

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 10, 2026. Karen J. Carnevale, R.M.C., Municipal Clerk Susan Scarpa, Council President Adopted: March 10, 2026 I certify funds are available from Account No(s): Acct # Various Capital Section 20 Amount Not to Exceed - $95,000.00 John C. Ditinyak, Chief Financial Officer 2

77-26 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: Wilentz Attorneys at Law 90 Woodbridge Center Drive Suite 900, Box 10 Woodbridge, NJ 07095 Hereinafter referred to as the "Professional”. W I T N E S S E T H: WHEREAS, the Township recognizes the need for the services of a Municipal Bond Attorney; and WHEREAS, in that connection Wilentz Attorneys at Law is qualified to provide said services; and WHEREAS, the Township desires to engage Wilentz Attorneys at Law 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 provide legal advice with regard to the following activities: the preparation of Bond Ordinances and the review of the adoption proceedings; the preparation and review of public finance resolutions, the preparation and issuance of Bond Anticipation, Special 1

Emergency, and Tax Anticipation Notes; and the preparation and issuance of General Obligation Bonds. In addition, the Professional is responsible for preparation and/or review of any Preliminary Official Statement and Official Statement of the Township. The Professional is also responsible for the preparation and/or review of any application to the Local Finance Board, and attendance at any related meetings of the Board. (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 will make payment to the Professional for services rendered in accordance with the following schedule: A. For services rendered or in connection with each bond sale, a fee of $3,500.00, plus $1.00 per thousand dollars of bonds issued for the first $15,000,000 of bond issues, and $0.75 per thousand dollars of bod issued for the first $15,000,000 of issued in excess of $15,000,000. If there is more than one (1) series of bonds issued, there will be an additional charge of $2,000 foe each additional series. Time relating to the review of the Official Statement, the continuing disclosure document or other disclosure document will be billed at the hourly rates described in section F below. B. For service rendered in connection with the preparation of each bond ordinance a fee of $600. If the preparation of the ordinance involves consultations, meetings or other discussions that are out of the ordinary, such as attendance at meetings, attention to litigation or other matters described in section F below, there will be additional fees to be charged at the hourly rates of the attorneys in effect at the time of providing the services. The fees for services in connection with the ordinances will be changed periodically during the course of the year. C. For services rendered in connection with each note sale not involving numerous notes, preparation of an Official Statement, complicated arbitrage analysis, investment yioeld restrictions or attendance at the closing, a fee equal to the greater of $0.50 per thousand 2

dollars of notes issued up to $15,000,000 of notes issued and $0.40 per thousand dollars of notes in excess of $15,000,000 or $1,000. If more than one series of notes are issued, there will be an additional charge of $500 for each such additional series. There will be a minimum fee of $2,000 for each note sale. If additional services are required, such as with issues involving advance refundings or the combination of numerous ordinances, the additional time required will be billed at the hourly rates in effect when the services are performed. D. In the event that a Letter of Credit or similar credit enhancement facility is used in connection with either a bond or note issue, an additional fee of $1,000 shall be charged and based on the responsibility assumed and time involved may be billed the hourly rates described in section F below. A fee of $500 shall be charged for arbitrage and tax analysis. E. In the event of an advance refunding bond issue providing for an escrow agreement and an investment of the proceeds consistent with the restrictions of the Internal Revenue Code to provide for the payment of a prior issue of bonds, there will be a fee of $5,000 in addition to the fees described herein. F. Services rendered beyond the scope of those described above will be billed at the hourly rates in effect when the services are rendered. The present hourly rates will be $135 per hour for paralegals and a blended rate of $215 per hour for attorneys. For services paid be escrows funded by redevelopers, the hourly rate will br $375 for attorneys. Such services include, but are not limited to, attendance at meetings, work involved in the preparation or review of the Official Statement and a continuing disclosure agreement, if applicable, for a bond sale or the review or the preparation of an Official Statement and a continuing disclosure agreement, if applicable, for a bond anticipation note sale, diligence for a bond ordinance, review of authorization proceedings for a bond ordinance, preparation of prequalification packages for bond insurance, preparation of a rating agency package, analysis of any credit enhancement facility, the preparation and review of a Local Finance Board application, attention to services rendered with regard to any litigation that may occur or any legal question posed by the Township, tax work, complicated arbitrage analysis or

a Local Finance Board application, attention to services rendered with regard to any litigation that may occur or any legal question posed by the Township, tax work, complicated arbitrage analysis or applications to the Federal Reserve Bank for investments of bond or note proceeds in State and Local Government Series federal 3