Township Council Meeting — Packet

229-26 INVOICE Invoice No. 74502 Date: 07/28/2026 Bill To Ship To West Orange Twp. Police Department West Orange Twp. Police Department 60 Main St 60 Main St West Orange, NJ 07052 West Orange, NJ 07052 Attn: OEM Coordinator Nick Allegrino NickAllegrino@wopd.org Attn: Nick Allegrino P.O. No. Term Rep Ship Via Customer Code Christopher Contract NET 30 DAYS 07/28/2026 SERVICE PNJEX_WONG Dehagara No. Item Code Description Qty Unit Price Amount 01 Other Annual InfoShare SaaS Police & Fire CAD/RMS 1 $94,200.00 $94,200.00 Maintenance Period From 09/29/2026 to 09/28/2027 02 SaaS Fire Inspection Module_ Software as a service 1 $10,800.00 $10,800.00 Maintenance Period From 09/29/2026 to 09/28/2027 03 Maintenance Annual Maintenance for LensLock BWC Interface 1 $1,500.00 $1,500.00 Maintenance Period From 09/29/2026 to 09/28/2027 Note: Subtotal $106,500.00 Sales Tax (0.0%) $0.00 Total $106,500.00

230-26 August 4, 2026 RESOLUTION OF THE TOWNSHIP OF WEST ORANGE AUTHORIZING THE EXECUTION OF A SALE AND PURCHASE AGREEMENT WITH 18 CENTRAL AVENUE URBAN RENEWAL, LLC TO CONVEY PROPERTY IN CONNECTION WITH THE REDEVELOPMENT PLAN FOR BLOCK 9, 11.01, 11.02, 11.03, 32 & 36 AND BLOCK 7, LOT 22, TOWNSHIP OF WEST ORANGE, DATED DECEMBER 12, 2016. WHEREAS, N.J.S.A. 40A:12A-8(g) of the Local Redevelopment and Housing Law (“LRHL”) provides that a municipality may authorize a private sale of real property owned by the municipality to a redeveloper pursuant to a redevelopment plan; and WHEREAS, the Township of West Orange (the "Township") owns the property identified as Block 9, Lots 32 and 36 on the official tax maps of the Township, commonly known as 18 Central Avenue and 8-10 Central Avenue (the “Properties”); and WHEREAS, via Ordinance 2499-16, the Township adopted the Redevelopment Plan for Block 9, 11.01, 11.02, 11.03, 32 & 36 and Block 7, Lot 22, Township of West Orange, dated December 12, 2016, (the “Redevelopment Plan”), which Redevelopment Plan applicable to the Properties, pursuant to the LRHL; and WHEREAS, the Township and 18 Central Avenue Urban Renewal, LLC (“Redeveloper”), are parties to an Interim Redevelopment Agreement dated March 7, 2017, a First Amendment to Interim Redevelopment Agreement authorized by a Resolution of the West Orange Township Council (“Council”) dated September 4, 2018, a Second Amendment to Interim Agreement authorized by Council Resolution dated December 11, 2018, a Redevelopment Agreement dated March 18, 2021 and First Amendment to Redevelopment Agreement dated March 3, 2026 (collectively, the “Redevelopment Agreement”); and WHEREAS, the Redevelopment Agreement provides for the redevelopment of the Properties, pursuant to the Redevelopment Plan, and authorizes the sale of the Properties to Redeveloper, pursuant to the terms and conditions set forth in the Redevelopment Agreement; and WHEREAS, the Township and Redeveloper have negotiated a proposed Agreement of Sale and Purchase for the sale of the Property from the Township to the Redeveloper (the "Sale and Purchase Agreement"), pursuant to and consistent with the Redevelopment Agreement; and WHEREAS, the Sale and Purchase

e sale of the Property from the Township to the Redeveloper (the "Sale and Purchase Agreement"), pursuant to and consistent with the Redevelopment Agreement; and WHEREAS, the Sale and Purchase Agreement provides for the sale of the Property for the consideration of One Million Five Hundred Thousand ($1,500,000) Dollars subject to certain adjustments, as set forth in the Redevelopment Agreement. NOW, BE IT HEREBY RESOLVED, by the Township Council of the Township of West Orange that the Mayor be and is hereby authorized to execute the Sale and Purchase Agreement, substantially similar to the form annexed hereto as Exhibit "A," to sell the 4900-9663-0713, v. 1 #96136004.4

Properties for the consideration of One Million Five Hundred Thousand ($1,500,000) Dollars subject to certain adjustments as set forth in the Redevelopment Agreement; and it is further RESOLVED that notice of this conveyance shall be available in the Clerk's office in accordance with applicable law. Karen J. Carnevale, Municipal Clerk Susan Scarpa, Council President Adopted: August 4, 2026 4900-9663-0713, v. 1 #96136004.4

230-26 AGREEMENT OF SALE AND PURCHASE This AGREEMENT OF SALE AND PURCHASE is made this 4th day of August, 2026, (the "Effective Date") by and among, the Township of West Orange, a public body politic and corporate of the State of New Jersey, having an address at 66 Main Street, West Orange, New Jersey (the "Seller"), and 18 Central Avenue Urban Renewal LLC, (the "Purchaser"). WHEREAS, Seller and Purchaser entered into Redevelopment Agreement dated March 11, 2021, as amended in March 2026 (the “Redevelopment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Redevelopment Agreement; [WHEREAS, the Redevelopment Agreement provides that Redeveloper shall purchase real property commonly known as 18 Central Avenue, West Orange, New Jersey and 8-10 Central Avenue, West Orange, New Jersey, designated as Block 9, Lot 32 and 36 on the tax map of the Township of West Orange (the "Property") 1. Agreement. For the consideration hereinafter set forth, but subject to the terms, provisions, covenants and conditions herein contained, Seller agrees to sell and to convey and Purchaser agrees to purchase the Property. 2. Purchase Price. The purchase price to be paid by Purchaser to Seller for the property is One Million Five Hundred Thousand ($1,500,000) Dollars (the "Purchase Price"), subject to the adjustments as set forth in the Redevelopment Agreement, to be confirmed and determined prior to closing, and shall be paid at closing by wire transfer in immediately available funds. 3. As Is Purchase. The Property shall be conveyed to the Purchaser in an "as is, where is" condition, based on the condition of the Property on the date of closing, without any representation or warranty by Seller as to any matters concerning the condition of the Property. 4. Title. Title to be conveyed to the Property at closing shall be good and insurable title, free and clear of all liens, claims, restrictions and encumbrances whatsoever, including tenancies of any kind, but subject to (a) zoning and subdivision laws and regulations; (b) real estate taxes that are a lien, but are not yet due and payable; and (c) easements, restrictions and encroachments that are of record and do not prohibit or negatively impact the Development Approvals in Purchaser's reasonable opinion (collectively,

ue and payable; and (c) easements, restrictions and encroachments that are of record and do not prohibit or negatively impact the Development Approvals in Purchaser's reasonable opinion (collectively, “Permitted Encumbrances”). Within ninety (90) days of the Effective Date (“Title Objection Period”) or if elected sooner by the Purchaser, the Purchaser shall deliver to the Seller's attorney, a statement of any defects, encumbrances, encroachments or objections to title which are not Permitted Encumbrances and which, in the reasonable opinion of the Purchaser, render the title unmarketable (“Title Objections”). If Purchaser notified 1 #96123540.8 4912-6996-0637, v. 1

Seller of any Title Objections within the Title Objection Period, the Seller shall use reasonable good faith efforts to attempt to remove or satisfy the same within thirty (30) days of receipt of the Title Objections from Purchaser (“Cure Period”), but shall have no obligation to do so. In the event that the Seller fails to correct any such Title Objection within this Cure Period, the Purchaser may upon written notice to Seller terminate this Agreement. If Purchaser does not terminate this Agreement within ten (10) days of the expiration of the Cure Period, Purchaser shall be deemed to have waived such Title Objections and shall accept title as Seller is able to convey. 5. Conditions Precedent to Closing. This Contract and the Purchaser's obligation to purchase the Property are subject to and conditioned upon confirmation of the accuracy and truthfulness of the representations made by Seller as provided for in Paragraph 8 of this Agreement and the delivery by Purchaser to Seller of an executed Deed of Easement and Access Agreement for twenty-two (22) parking spaces in the parking lot constructed as part of the Project, pursuant to Section 4.06 of the Redevelopment Agreement. 6. Closing Date and Location. The closing of this transaction contemplated herein shall take place within thirty (30) days from the Remediation Completion Date or, if elected by the Purchaser, prior to the Remediation Completion Date after the conclusion of the Title Objection Period. If the Purchaser elects to close prior to the Remediation Completion Date, the Purchaser shall become the Person Responsible for Conducting the Remediation (“PRCR”) and shall be solely responsible for the environmental obligations and costs after closing, including but not limited to ongoing environmental investigation, Remediation, regulatory compliance, and continuing and on-going New Jersey Department of Environmental Protection (“NJDEP”) case obligations, engineering and institutional controls, monitoring and reporting following the conveyance of the Property. Further, the Purchaser acknowledges that NJDEP advised that, pursuant to N.J.S.A. 58:10B- 25.2, if the Hazardous Discharge Site Remediation Fund (“HDSRF”) Grant funds are spent after the municipality no longer has an ownership interest in the Property, the Grant expenditures may become a debt of the Property owner to the fund and a lien

n Fund (“HDSRF”) Grant funds are spent after the municipality no longer has an ownership interest in the Property, the Grant expenditures may become a debt of the Property owner to the fund and a lien may be placed on the Property in the amount of the Grant. To the extent authorized under applicable law and NJDEP regulations, Seller shall continue to utilize the HDSRF Grant funding after closing, provided however, that the Purchaser shall reimburse and indemnify the Seller, pursuant to Paragraph 5 of the March 2026 Amended Redevelopment Agreement, for any costs or expenses that the Seller may incur as a result of the Purchaser’s election to close prior to the Remediation Completion Date, including but not limited to the HDSRF Grant expenditures that may become a debt upon the Property, as set forth above. The Purchaser shall allow access to the Property for the Seller’s Licensed Site Remediation Professional (“LSRP”), environmental consultants, and contractors during any time that the Seller remains the PRCR and is continuing to utilize the HDSRF Grant, to the extent authorized under applicable law and NJDEP regulations. The Closing shall be held by escrow through the title company. 2 #96123540.8 4912-6996-0637, v. 1

7. Closing Deliverables. At the Closing, the Seller shall deliver the following to the Purchaser: (a) A Bargain and Sale Deed with Covenants Against Grantor's Acts in proper statutory short form for record, duly executed and acknowledged, so as to convey to Purchaser fee simple title to the Property, free of all encumbrances, except as otherwise stated herein. (b) The Seller shall also deliver to Purchaser at the time of closing a resolution of the municipal governing body authorizing the sale and delivery of the deed. (c) Such other documentation as may be reasonably requested by the Purchaser's title company, so as to effectuate the transfer of title. 8. Seller's Representations and Warranties: The Seller hereby represents and warrants as follows to the best of its knowledge: (a) The Seller is the sole owner of the Property and has the full right, power and authority to sell, convey and transfer the same in accordance with the terms of this Agreement and the Redevelopment Agreement. No person or entity has any right of first refusal, right of first offer, contract or other option to acquire the Property or any part thereof or interest therein. (b) The Seller is a municipal corporation of the State of New Jersey and has all the requisite power and authority, in accordance with law, to enter into this Agreement and to carry out the transactions contemplated hereby. All proceedings required to be taken by or on behalf of Seller to authorize Seller to make, deliver and carry out this Agreement have been and will be duly and properly taken. The individual signing this Agreement on behalf of the Seller has been authorized to do so and the Purchaser can reasonably rely upon his action to bind the Seller. (c) The execution, delivery and performance of the transaction contemplated pursuant to this Agreement will not violate the provision of any law, statute, rule or regulation to which the Seller or the Property

he transaction contemplated pursuant to this Agreement will not violate the provision of any law, statute, rule or regulation to which the Seller or the Property is subject, or violate any judgment, writ, order, injunction or decree of any court applicable to Seller or the Property. (d) The Seller is not a "foreign person," as that term is defined for the purposes of the Foreign Investment in Real Property Tax Act; (e) There are no leases, tenancies, licenses or other occupancy agreements to which the Seller is a party by which the Purchaser may be bound for any portion of the Property following the closing. Unless otherwise agreed to in writing by the Purchaser, the property will be delivered vacant and free and clear of all tenancies at the time of closing. 3 #96123540.8 4912-6996-0637, v. 1