Public Meeting Agenda — Packet

WHEREAS, the Agreement for the transfer of the Marked Police Vehicle shall become binding upon ratification of the same by the Township of Cedar Grove. NOW, THEREFORE BE IT RESOLVED by the Township Council of West Orange that the acceptance of said Police Vehicle be approved; and BE IT FURTHER RESOLVED that the that the Mayor and Township Clerk are hereby authorized to sign the agreement in a substantially similar form as attached hereto, subject to Township Attorney review, on behalf of the Township, which shall be available for public inspection in the office of the Township Clerk. Karen J. Carnevale R.M.C Susan Scarpa Municipal Clerk Council President Adopted: August 18, 2026

232-26 AGREEMENT For the Transfer of: MARKED POLICE VEHICLE THIS AGREEMENT dated the 18th day of August, 2026 by and between the Township of Cedar Grove, County of Essex, New Jersey (“TRANSFEROR”), party of the first part, and Township of West Orange, New Jersey (“TRANSFEREE”), party of the second part, (hereinafter the “Contract”). WHEREAS, N.J.S.A. 40A:14-178(a) imposes liability on a municipality who hires a police officer from another municipality within 120 days of resignation, where said police officer held a probationary appointment at the time of resignation, for the examination, hiring, and training costs associated with hiring a police officer; and WHEREAS, a West Orange police officer held a probationary appointment at the time of resignation and has been hired by the Township of Cedar Grove within the 120-day statutory period; and WHEREAS, the Township of West Orange sought to recover costs totaling $27,522.96 under N.J.S.A. 40A:14-178(a) resulting from said transfer; and WHEREAS, the West Orange Police Department (the “Department”) has been maintaining an aging fleet of police vehicles and are in dire need of additional police vehicles; and WHEREAS, the Township of Cedar Grove has offered a used Marked Police Vehicle at no cost in lieu of payment for Reimbursement under N.J.S.A. 40A: 14-178; and WHEREAS, the Township Council has determined that it is in the public interest to accept transfer of said Police Vehicle; and NOW, HEREBY, BE IT AGREED BETWEEN TRANSFEROR and TRANSFEREE, in consideration of the mutual covenants hereinafter set forth, as follows: ARTICLE 1. TRANSFER TRANSFEROR shall transfer to TRANSFEREE One (1) 2022 Ford Explorer (29,427 original miles), bearing VIN Number 1FM5K8AB4NGB79443 (the “Vehicle”), and tender the Title, in lieu of TRANSFEROR paying $27,522.96 under N.J.S.A. 40A:14-178 resulting from the transfer of a police officer from TRANSFEREE to TRANSFEROR. ARTICLE 2. CONTRACT DELIVERY 2.1 The Vehicle shall be available for pickup by TRANSFEREE, and picked up by TRANSFEREE, within ten (10) days of the execution of this Contract, at the following location:

Township Hall, 525 Pompton Avenue, Cedar Grove, New Jersey 07009. The date on which West Orange picks up the Vehicle shall be referred to as the Delivery Date. ARTICLE 3. CONTRACT NOTICES 3.1 Notices to TRANSFEROR shall be made to Joseph Zichelli, Township Administrator, 525 Pompton Avenue, Cedar Grove, New Jersey 07009. Notices to TRANSFEREE shall be made to Peter Smeraldo, Business Administrator, 66 Main Street, Room 113 West Orange. NJ 07052. ARTICLE 4. CONTRACT PRICE 4.1 The transfer of the Vehicle shall be at no cost to TRANSFEREE, and is in lieu of TRANSFEROR paying $27,522.96 under N.J.S.A. 40A:14-178 resulting from the transfer of a police officer from TRANSFEREE to TRANSFEROR. 4.2 The terms of this Contract shall be deemed complete on the Effective Date, which is as the later of the following: (i) the Delivery Date; or (ii) the date upon which TRANSFEROR delivers to TRANSFEREE the Title of the vehicle. ARTICLE 5. DEFAULT 5.1 In the event that TRANSFEROR defaults under this Contract, TRANSFEREE shall be entitled to be reimbursed for any and all expenses, including the $27,522.96 reimbursement for transfer of the police officer, as well as reasonable attorney’s fees, caused by the Default, including time spent in the drafting of Contract documents, Contract negotiations and actions necessary as a result of such Default. ARTICLE 6. BUYER'S REPRESENTATIONS TRANSFEREE makes the following representations: 6.1 TRANSFEREE has obtained the necessary municipal approvals for transfer of the Vehicle, including passage of any and all necessary resolutions for the effectuation of such transfer. 6.2 TRANSFEREE acknowledges that, except as provided in Paragraph 4.2 above, that it is acquiring the Vehicle “AS IS”, “WHERE IS”, and “WITH ALL FAULTS,” and that there are no warranties of merchantability or fitness or suitability of the Vehicle and its accessories for any particular purpose.” 6.3 TRANSFEREE acknowledges that it has the obligation to register the Vehicle with the New Jersey Department of Motor Vehicles, and pay any applicable fees or taxes to New Jersey. Additionally, TRANSFEREE affirmatively represents that it has obtained liability insurance for the Vehicle on or prior to the Delivery Date and that, by taking possession of the Vehicle, represents that TRANSFEROR no longer has a legal or insurable interest in the

tained liability insurance for the Vehicle on or prior to the Delivery Date and that, by taking possession of the Vehicle, represents that TRANSFEROR no longer has a legal or insurable interest in the Vehicle.

TRANSFEREE also acknowledges that, as of the Delivery Date it is solely responsible for any liability to third parties with respect to the Vehicle which may occur at or after the time the Vehicle entered into TRANSFEREE’S possession. ARTICLE 7. TRANSFEROR’S REPRESENTATIONS TRANSFEROR makes the following representations: 7.1 TRANSFEROR has obtained the necessary municipal approvals for transfer of the Vehicle, including passage of any and all necessary resolutions for the effectuation of such transfer. 7.2 TRANSFEROR represents that TRANSFEROR currently is the lawful owner of the Vehicle and has the authority to transfer it free and clear from all encumbrances whatsoever. TRANSFEROR does hereby covenant and agree that it shall take all necessary actions to give TRANSFEREE possession of the Vehicle and execute and deliver such further instruments of conveyance, transfer and assignment as TRANSFEREE may reasonably request in order to effectively convey and transfer the Vehicle to TRANSFEREE, to confirm the title thereof to TRANSFEREE, and to assist TRANSFEREE in exercising its rights with respect thereto, subject to TRANSFEREE forgoing reimbursement for the transfer from TRANSFEREE to TRANSFEROR of the police officer. ARTICLE 8. MISCELLANEOUS 8.1 No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the contract documents. 8.2 The TRANSFEROR and TRANSFEREE each binds itself, its successors, assigns and legal representatives to the other party hereto, its successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. IN WITNESS WHEREOF, the parties hereto have signed this Agreement. All portions of the TOWNSHIP OF WEST ORANGE TOWNSHIP OF CEDAR GROVE BY: _________________________ BY:

SS WHEREOF, the parties hereto have signed this Agreement. All portions of the TOWNSHIP OF WEST ORANGE TOWNSHIP OF CEDAR GROVE BY: _________________________ BY: _________________________

TITLE: ______________________ TITLE: ______________________ August ___, 2026 August ____, 2026

233-26 August 18, 2026 RESOLUTION WHEREAS, accumulated time remaining upon retirement from the Township of West Orange will be paid to the employee at the rate of pay at the time of separation; and WHEREAS, Jeffrey James, hired on September 28, 2007, has retired in good standing from the Township of West Orange effective July 1, 2026; and WHEREAS, a calculation of Jeffrey James’s accumulated balances are attached and have been provided to support the total payment; and WHEREAS, outside legal counsel has reviewed documentation and has verified the accuracy of the figures supporting the total payment amount, and has provided a written opinion in support thereof; and WHEREAS, Jeffrey James has signed an Acknowledgment of Payment in Full pertaining to this matter; 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 the following separated employee, Jeffrey James, be paid in the payroll cycle immediately preceding approval of the resolution in the total amount of $71,162.02; and BE IT FURTHER RESOLVED, that the method of payment shall be determined on a case by case basis by the Township Chief Financial Officer upon the passage of a resolution approving payment by the Township Council. Payment may be made in one lump sum if feasible and requested by the retiree. Jeffrey James $71,162.02 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 August 18, 2026. Karen J. Carnevale R.M.C Susan Scarpa Municipal Clerk Council President Adopted: August 18, 2026 1

233-26 Acknowledgment of Payment in Full This Acknowledgment of Payment in Full (hereinafter referred to as the “Acknowledgment”) is entered into this 18th day of August 2026 between the Township of West Orange (hereinafter referred to as “Township”) and Jeffrey James hereinafter referred to as (“James”) (collectively, the “Parties,” each a “Party”). WHEREAS, James has been an employee with the Township from the period of September 28, 2007 – July 1, 2026; WHEREAS, a calculation of James’s accumulated accrued leave time balances have been provided to support a total payment of $71,162.02. WHEREAS, outside legal counsel has reviewed documentation, including accrual balances, has verified the figures that support the total payment amount, and has provided a written opinion in support thereof; NOW, THEREFORE, the parties agree as follows: 1. The Township agrees to process payment to James for all his accrued earned and unused paid leave time without further delay in the amount of $71,162.02. 2. James confirms that $71,162.02 constitutes the full and final payment owed by the Township for his accrued leave time balances, and the Township shall have no further payment obligation to James in connection therewith. James acknowledges that there are no other outstanding claims. 3. The Parties acknowledge that all obligations relating to James’s accrued leave time have been fully and separately satisfied. 4. The Parties also understand that James has been approved for retirement benefits with the State of New Jersey, Division of Pensions and Benefits. James understands and agrees that any denial or alteration of said pensionable benefits shall in no way affect the enforceability of this Acknowledgment or diminish the consideration given. IN WITNESS WHEREOF, and intending to be legally bound hereby I, Jeffrey James, executed the foregoing Acknowledgment this _________________ day of ______ 2026. _____________________________ JEFFREY JAMES TOWNSHIP OF WEST ORANGE BY: __________________________

234-26 August 18, 2026 RESOLUTION TO AWARD A CONTRACT TO EDMUNDS GOVTECH FOR THE TOWNSHIP OF WEST ORANGE FINANCE & TAX PROGRAM SOFTWARE SUBSCRIPTION & CLOUD HOSTING WHEREAS, the West Orange Finance Department and Tax Department use a program created by Edmunds GovTech; and WHEREAS, N.J.S.A 40A:11-5(1)(dd) permits the support and maintenance of proprietary computer hardware and software without public advertising for bids ; and WHEREAS, the Tax Department is satisfied with the service provided which has been used since 2026. The Finance Department is set to use the service in 2026 ; and WHEREAS, the term for this annual service is 06.01.2026-05.31.2027; and WHEREAS, Edmunds GovTech, will submit all required documentation for this award in accordance with the New Jersey State Statues. NOW IT BE RESOLVED, by the Council of the Township of West Orange to award a contract in the amount not to exceed of $66,094.00 to: Edmunds GovTech 301 Tilton Rd Northfield, NJ 08225 BE IT FURTHER RESOVLED, that the Purchasing Agent will execute a purchase order with stipulated terms on behalf of the Township with funds certified available by the Chief Financial Officer. Karen J. Carnevale, Municipal Clerk Susan Scarpa, Council President Adopted: August 18, 2026 I Certify Funds Are Available from Account No.(s): Account: 91-2010-00-2952-070 $27,150.00 Account: 91-2010-00-2802-070 $38.944.00 John C. Ditinyak, CMFO