Township Council Meeting — Packet

ned and decommissioned in accordance with applicable NJDEP regulations; and c) once the Well is no longer required by the NJDEP, Consultant and the Responsible Party will restore the Property to its pre-access condition; and

WHEREAS, Consultant and the Responsible Party have requested access to the Property from the Owner for the purpose of conducting the Work; and WHEREAS, Owner agrees to grant Consultant and the Responsible Party access to the Property to conduct the Work upon the terms and conditions set forth in this agreement, NOW THEREFORE, in consideration of the foregoing whereas clauses, which are hereby incorporated by reference as part of this agreement as if set forth at length below, and of the mutual covenants hereinafter stated, the parties do hereby agree as follows: 1. Owner does hereby grant the Responsible Party and Consultant, its employees, agents, representatives, contractors, and/or subcontractors a right of entry onto the Property consistent with the terms and conditions of this Agreement to perform the Work. 2. This Agreement shall run from the date of execution of this Agreement for a period of twenty-six (26) months from the date of the complete execution of this agreement unless terminated earlier by either party upon delivery of a written notice of the termination date. 3. Prior to each and every entry upon the Property, Consultant or its employees, agents, representatives, contractors, and/or subcontractors, as the case may be, shall make all reasonable efforts to provide at least 24 hour notice in writing sent to Peter Smeraldo, and to also provide such 24 hour notice by phone to Peter Smeraldo or the current Business Administrator concerning the intent by Consultant or anyone on its behalf (examples noted above) to enter upon the Property and to advise Owner of the anticipated date and time. 4. All work performed by Consultant and its employees, agents, representatives, contractors, and/or subcontractors shall be done in a good and workmanlike manner so as not to cause any damage to the Property or unreasonably interfere with Owner's use and occupancy of the Property. It is Consultant and the Responsible Party’s responsibility to restore the Property to pre-access condition. 5. At all times during the term of this Agreement, W&C shall maintain all state mandated insurance and must maintain both an automobile policy and a general liability policy with respect to the services to be performed under this Agreement of at least one million dollars per occurrence and shall name Owner as an additional insured, and will deliver to Owner a certificate of

th respect to the services to be performed under this Agreement of at least one million dollars per occurrence and shall name Owner as an additional insured, and will deliver to Owner a certificate of insurance prior to the commencement of services. Recipient shall further maintain appropriate insurance as to its own actions relative to this Agreement. 6. Consultant shall perform the Work in accordance with applicable local, state, and federal laws and in accordance with all NJDEP regulations. 7. Within thirty (30) days following receipt of analytical results, Consultant shall furnish to the Owner a copy of the results of the groundwater sampling for the Well sampled on the Property along with a summary table of analytes found above remediation standards, if

applicable, for the Well, and a map indicating the groundwater contours and flow direction at the time of sampling. Within thirty (30) days of submission to the NJDEP or any other regulatory authority, Consultant shall also furnish to Owner a copy of any final report required to be submitted to the NJDEP or any other regulatory authority that contains the analytical results of the groundwater sampling. 8. At all times following execution of this Agreement until Termination, Consultant and its subcontractors who enter upon the Property shall maintain commercial general liability insurance of not less than $1,000,000.00, owned and hired vehicle automobile insurance, and workers' compensation insurance, and shall deliver to the Owner certificates of insurance pursuant to which the Owner is named as an additional insured under Consultant's commercial general liability insurance policy. 9. Consultant represents that the Work is necessary to comply with New Jersey law and NJDEP regulations. 10. Once the Well is no longer required by the NJDEP, Consultant and the Responsible Party shall restore the Property as follows: the Well installed at the Property as part of the Work will be abandoned and decommissioned in accordance with applicable NJDEP regulations. After each sampling event, the Well will be restored to current condition (i.e., manhole covers and gripper plugs will be placed back and sealed). 11. SEVERABILITY. If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall continue in full force and effect as if such invalid, illegal, or unenforceable provision had never been contained herein. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law. The parties expressly acknowledge and agree that they would have entered into this Agreement regardless of the enforceability of any particular provision. 12. ENTIRE AGREEMENT (MERGER). This Agreement, including all exhibits, appendices, and attachments hereto, sets forth the entire agreement between the parties

forceability of any particular provision. 12. ENTIRE AGREEMENT (MERGER). This Agreement, including all exhibits, appendices, and attachments hereto, sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, warranties, and agreements, whether oral or written, between the parties. All previous drafts, proposals, and communications between the parties relating to the subject matter of this Agreement are hereby merged into this Agreement. Neither party has relied upon any representation, warranty, or undertaking that is not expressly set forth in this Agreement. The parties acknowledge that there are no terms, conditions, representations, warranties, promises, covenants, or understandings between the parties other than those expressly set forth herein. 13. MODIFICATIONS and NONWAIVER. No amendment, modification, waiver, or other change to any provision of this Agreement shall be effective unless

specifically set forth in a writing titled "Amendment to Agreement" that expressly identifies the provision(s) being amended and is signed by authorized representatives of the parties. No course of dealing, delay, or failure to enforce any provision of this Agreement shall constitute an amendment, modification, waiver, or continuing waiver of such provision or any other provision of this Agreement. Email exchanges, text messages, or other electronic communications, regardless of content, shall not constitute a signed writing for purposes of modifying this Agreement. The parties acknowledge that this provision is essential to maintain clarity and certainty in their contractual relationship and to protect the interests of the Public Entity as required by New Jersey law. 14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the courts of the State of New Jersey, County of Essex. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. 15. HOLD HARMLESS AGREEMENT. Consultant and Responsible Party shall defend, indemnify and hold harmless the Township, its agents, servants and administrators from and against any and all claims or actions at law, whether for personal injury, property damage or liability, including any costs of defense incurred by the Township and any payment, recoveries and judgment against the Township, which arise from any actions or omissions as vendor, its agents or employees in execution of the work and/or duties to be performed under the contract. Costs shall be deemed to include, but not limited to attorney’s fees, filing expenses, expert witness fees, reproduction costs, and long distance travel and phone expenses in connection with the defense and shall bear the prevailing interest rate, where applicable. Consultant and Responsible Party shall be responsible for the damage to person or property caused or alleged to have been caused by or incidents to Work under the aforementioned Contract without expense to the Township, its agent’s servants and/or administrators. 16. This Agreement shall be binding upon and insure the

en caused by or incidents to Work under the aforementioned Contract without expense to the Township, its agent’s servants and/or administrators. 16. This Agreement shall be binding upon and insure the benefit of the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties regarding access to the Property and may not be modified or amended except in writing and the rights of obligations hereunder may not be transferred or assigned without prior consent of the parties hereto. 17. This Agreement may be executed in multiple parts, in which case it shall become effective when the last party has executed the Agreement and delivered a copy to the other party.

IN WITNESS WHEREOF, the Owner, Consultant, and the Responsible Party have executed this Agreement as of the date first written above. ATTEST: ______________________________ KAREN CARNEVALE, RMC MUNICIPAL CLERK ATTEST: ______________________________ [Print Name] ATTEST: _______________________________ [Print Name] TOWNSHIP OF WEST ORANGE BY: _______________________________ SUSAN McCARTNEY, MAYOR WOODARD AND CURRAN BY: ______________________________ [Print Name] Title: DGP URBAN RENEWAL, LLC BY: ______________________________ [Print Name] Title:

126-26 April 28, 2026 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 April 28, 2026 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): 126-26 Resolution Authorizing an Executive Session for the purpose of discussing matters 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; and for the discussion of matters which, by express provision of federal law, state statute, or rule of court, are required to be rendered confidential, specifically including: Personnel Matter(s)-West Orange Fire Chief; Personnel-Retiree Payouts; Contract Negotiations – Redevelopment - Matrix (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 April 28, 2026. Motion: Second: Vote Aye: Opposed: Karen J. Carnevale, R.M.C. Municipal Clerk Adopted: April 28, 2026 Susan Scarpa Council President