Township Council Meeting — Packet

009853-2025 07/14/2026 3:22:21 PM Pg2of2 Trans ID: TAX2026104289 2. The undersigned have made such examination of the value and proper assessment of the property and have obtained such appraisals, analysis and information with respect to the valuation and assessment of the property as they deem necessary and appropriate for the purpose of enabling them to enter into the Stipulation. The assessor of the taxing district has been consulted by the attorney for the taxing district with respect to this settlement and has concurred, 3. Based upon the foregoing, the undersigned represent to the Court that the above settlement will result in an assessment at the fair assessable value of the property consistent with assessing practices generally applicable in the taxing district as required by law. 4. Statutory interest pursuant to N.J.S.A. 54:3-27.2 having been waived by taxpayer shall not be paid provided the tax refund is paid within sixty (60) days of the date of entry of the Tax Court Judgment. SILLS CUMMIS & GROSS P.C. By: ofMichaet Caccavell Dated: June 17. » 2026 MICHAEL J. CACCAVELLI, ESQ, Attorney for Plaintiff BOURNE, NOLL & KENYON P.C. py, Bete B Watthawe Dated: July 14 2026 EDWIN R. MATTHEWS, ESQ. Aitorney for Defendant

255-26 September 15, 2026 RESOLUTION OF THE TOWNSHIP OF WEST ORANGE AUTHORIZING THE EXTENSION OF CLOSING DATE UNDER SECOND AMENDMENT TO THE PURCHASE AGREEMENT AND REDEVELOPMENT AGREEMENT WITH MDGA– WEST ORANGE DOWNTOWN REDEVELOPMENT, LLC. WHEREAS, in accordance with the Local Redevelopment and Housing Law, N.J.S.A. 40A:12A-1 et seq. (the “Redevelopment Law”), the Township has designated a portion of its downtown area generally bounded by the City of Orange to the southeast, Park Avenue to the southwest, Llewellyn Park to the northwest, and Kling Street to the northeast, and containing those properties identified on the Official Tax Map of the Township as Blocks 63, 64, 66, 115, 116, 116.02 and portions of Blocks 89, 114 and 117 as an area in need of redevelopment (collectively, the “Redevelopment Area”); and WHEREAS, in accordance with the Redevelopment Law, the Township enacted a redevelopment plan for the Redevelopment Area entitled the “Downtown Redevelopment Plan Historic West Orange” on February 9, 2003 (the “Original Redevelopment Plan”); and WHEREAS, the Original Redevelopment Plan has been amended periodically as follows: the “First Amendment,” adopted August 15, 2006, the “Second Amendment,” adopted March 6, 2007, the “Third Amendment,” adopted in 2010, and the “Fourth Amendment” adopted on September 14, 2021 (the Original Redevelopment Plan, along with the First Amendment, the Second Amendment, the Third Amendment and the Fourth Amendment referred to collectively as the “Redevelopment Plan”); and WHEREAS, the Fourth Amended Redevelopment Plan creates an overlay zone (the Film Services Overlay District) (the “FSOD”), which provides for film production activities adjacent to the location of the world's first film production studio, the Black Maria, which was on the grounds of what is now the Thomas Edison National Historical Park; and WHEREAS, the FSOD is comprised of certain properties located within the Redevelopment Area designated as Block 63, Lots, 24, 25, 33.01, 33.02, 36, 37, 38, 39 and 41, which properties are located east of Standish Avenue and south of Lakeside Avenue; Block 64, Lots 2.01, 2.03, 2.04, 3.02, 28, 30, 31, 32, 33, 34, 34.01, 38,42.02, 49 and 49.01, which properties are

1, which properties are located east of Standish Avenue and south of Lakeside Avenue; Block 64, Lots 2.01, 2.03, 2.04, 3.02, 28, 30, 31, 32, 33, 34, 34.01, 38,42.02, 49 and 49.01, which properties are located east of Ashland Avenue, south of Lakeside Avenue and west of Standish Avenue; and Block 115, Lots 15, 16, 16.01 (a portion of which is designated as Block 1302, Lot 1 in the City of Orange), 17 and 51, which properties are located north of Lakeside Avenue, west of Watchung Avenue and south of Columbia Street (referred to collectively as the “FSOD Properties”); and WHEREAS, the Township is the fee title owner of certain real properties within the Redevelopment Area designated as Block 115, Lots 15, 16, and 51, which properties are located north of Lakeside Avenue, west of Watchung Avenue and south of Columbia Street (the “Township Properties”); and #96221709.1

WHEREAS, the Redevelopment Law, N.J.S.A. 40A:12A-8(f), authorizes the Township to arrange or contract with a redeveloper for the undertaking of any project or redevelopment work in an area designated as an area in need of redevelopment; and WHEREAS, on December 5, 2023, the Township adopted Resolution Number 405-23, designating Redeveloper as redeveloper for the Township Properties (also referred to collectively as the “Project Site”) for the proposed development of a film and video production campus of between 150,000 to 300,000 square feet (the “Project”); and WHEREAS, Redeveloper had advanced its due diligence and preliminary work with respect to the Project to the point that the Parties negotiated and executed a First Amendment to Redevelopment Agreement, on September 26, 2024, (the “Redevelopment/Purchase Agreement”), setting forth the specific terms upon which Redeveloper will purchase the Township Properties, conduct further due diligence of the Township Properties within the time frames specified in the Amendment, extend Redeveloper’s status as the designated redeveloper for the Project Site and make certain related amendments to the Redevelopment Agreement; and WHEREAS, due to various factors, discussions and advancement of the Project had stalled but the Parties had recently re-engaged in discussions to advance the Project and the environmental remediation of the Project Site, which will require additional time; and WHEREAS the Redevelopment/Purchase Agreement provides that if the Closing does not occur before by September 26, 2026, either Party may terminate the Redevelopment/Purchase Agreement; and WHEREAS, while the Parties have engaged in negotiations and discussions to advance the Project and the remediation, and wish to continue with such discussions in an effort to advance the Project, the Parties also recognize that they cannot meet all of the closing pre- conditions and are not prepared to move forward with the sale of the Township Properties or the reviews and approval of the Project; and WHEREAS, in order to facilitate such further negotiations and discussions, the Parties agree it is in their mutual best interest to commit to refrain from exercising their right to terminate the Redevelopment/Purchase Agreement based upon the failure to close on the sale of the Township Properties.

mutual best interest to commit to refrain from exercising their right to terminate the Redevelopment/Purchase Agreement based upon the failure to close on the sale of the Township Properties. NOW, THEREFORE BE IT RESOLVED, by the Township Council of the Township of West Orange, as follows: Section 1. MDGA–West Orange Downtown Redevelopment, LLC, hereby continues to be designated as the exclusive redeveloper of the Project Site, for and upon the term set forth in the Redevelopment Agreement and Redevelopment/Purchase Agreement, for the remainder of calendar year 2026 until January 1, 2027. Section 2. The Redevelopment Redevelopment/Purchase Agreement shall remain in effect through January 1, 2027, notwithstanding that the Township has not conveyed the #96221709.1

Township Properties, and the Township shall not exercise its right to terminate the Redevelopment/Purchase Agreement based thereon. Section 3. The Mayor is hereby authorized to execute any additional documents with Redeveloper to memorialize this Resolution. Section 4. This resolution shall take effect immediately. Karen J. Carnevale, R.M.C. Susan Scarpa Township Clerk Council President Adopted: September 15, 2026 #96221709.1

256-26 September 15, 2026 RESOLUTION WHEREAS, the Township of West Orange (the “Township”) has determined that there exists a need to provide the following professional services for the Township: Professional Design Services for the Interior Alterations for Restrooms Improvements at 10 Rooney Circle; 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, the Local Public Contracts Law, N.J.S.A. 40A:11-5(1)(a)(1) requires that notice of the award of contracts for “Professional Services” without competitive bidding must be published in a local newspaper; and WHEREAS, this contract is for an amount over $17,500.00 and is being awarded pursuant to a “Non-Fair and Open Process” pursuant to N.J.S.A. 19:44A-20.5; and WHEREAS, the Township’s Interim Public Works Director/Business Administrator solicited and received a proposal dated August 13, 2026 for the Professional Design Services; and WHEREAS, Herbst-Musciano, LLC, have performed similar work for other Townships on several projects; and WHEREAS, by letter dated August 28, 2026 the Township’s Interim Public Works Director/Business Administrator recommended a professional services contract be awarded to complete the phases described in the Proposal to, Herbst-Musciano, LLC, 611 Main Street, Second Floor, Boonton, NJ 07005, for Professional Design Services associated for the Interior Alterations for Restrooms Improvements at 10 Rooney Circle, to include architectural design, engineering, and construction contract administration; and WHEREAS, sufficient funds exist for the services outlined in the proposal of Herbst-Musciano, LLC,; and

WHEREAS, upon execution of the Agreement, Herbst-Musciano, LLC shall complete and submit a Business Entity Disclosure Certification, which certifies that Herbst-Musciano, LLC has not made any reportable contributions to a political or a candidate committee in the Township of West Orange in the previous one (1) year prior to award, and that the contract will prohibit Herbst-Musciano, LLC, from making any reportable contribution through the term of the contract; and WHEREAS, the Township Council concurs in the foregoing. NOW THEREFORE BE IT RESOLVED by the Township Council of the Township of West Orange, New Jersey that a professional services contract be awarded to Herbst-Musciano, LLC, to provide Professional Design Services for the Interior Alterations for Restrooms Improvements at 10 Rooney Circle in the amount not to exceed $33,780.00, in the same or substantially the same form as attached hereto and incorporated by reference herein, subject to Township Attorney review; and BE IT FURTHER RESOLVED that a copy of this Resolution be published in the West Orange Chronicle within ten (10) days of its approval as required by State Statute. Karen J. Carnevale, R.M.C., Municipal Clerk Susan Scarpa, Council President Adopted: September 15, 2026 I hereby certify funds are available from Account No.: ACCOUNT NO. Capital Budget Account # 03-2544-18-0200-010 $33,780.00 John C. Ditinyak, Chief Financial Officer

256-26 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made this 15 day of September, 2026 BETWEEN: Township of West Orange 66 Main Street West Orange, New Jersey 07052 Hereinafter Referred to as the "Township" AND: HERBST-MUSCIANO, LLC Hereinafter Referred to as the "Professional;" W I T N E S S E T H: WHEREAS, the Township recognizes the need for Professional Design Services; and WHEREAS, in that connection HERBST-MUSCIANO, LLC is qualified to provide said services; and WHEREAS, the Township desires to engage HERBST-MUSCIANO, LLC, to serve as an "Independent Contractor" to provide professional design 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 a) The Professional shall perform services for the Township of West Orange as specified and detailed in the proposal for services issued on August 13, 2026 (the “Proposal”), which is hereby incorporated herein and attached hereto as Exhibit A. In the event of any conflict between the Proposal and this Agreement, the terms and conditions contained within this Agreement shall be controlling. 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 a) The Township shall compensate Professional based upon the fee estimates specified in the Proposal. These fee estimates are primarily task-based and assume a reasonable project schedule and progression. If said services are projected to continue beyond the estimated time of completion,

then prior to exceeding the fee estimates, Professional will identify the schedule impacts and discuss the additional fee estimates with the Township. The hourly rates charged for services shall be as specified in the Herbst-Musciano Municipal Rate Sheet attached hereto as Exhibits B, respectively. 3. TERM The term of this agreement shall be as specified in the Estimated Times of Completion contained in the Agreement, unless earlier terminated in accordance with the provisions set forth in Section 14, below. Pursuant to the exception contained in N.J.S.A. 40A:11-15 for public infrastructure projects, the contract may be awarded for a period exceeding one year in duration. 4. 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. 5. 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. 6. 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. 7. 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. 8. 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 and between the Township and the Professional.