26-26 Prof. Services Agreement - Special Counsel.pdf

26-26 PROFESSIONAL SERVICES AGREEMENT SPECIAL COUNSEL – INVESTIGATIVE SERVICES This Professional Services Agreement (the “Agreement”) is made and entered into as of January 20, 2026 (the “Effective Date”), by and between the Township of West Orange, a municipal corporation of the State of New Jersey, with offices located at 66 Main Street, West Orange, New Jersey 07052 (the “Township”), and Deena B. Rosendahl, Esq., of Cleary, Giacobbe, Alfieri, Jacobs, LLC, with offices located at 169 Ramapo Valley Road | Upper Level Suite 105, Oakland, New Jersey 07436 (“Special Counsel” or “Counsel”) (collectively referred to as the “Parties”). RECITALS A. The Township has received an allegation concerning conduct attributed to an official or employee of the Township (the “Subject Official”) arising out of acts undertaken while serving in his/her official capacity. B. The Township Attorney has conducted a preliminary review of the allegations and has determined that an actual or potential conflict of interest exists that precludes representation by the Township Attorney. C. Pursuant to §2-9.4 of the Township Code, which governs the appointment of Special Counsel, and consistent with the Township’s established practices, the Township Council has adopted Resolution No. 17-2026 (the “Authorizing Resolution”) approving the appointments of Designated Conflict Counsel, Ramon E. Rivera, Esq., of Antonelli, Kantor, Rivera, P.C., with offices located at 354 Eisenhower Parkway, Livingston, New Jersey 07039 (“Conflict Counsel”) and Special Counsel, approving the hourly rate of compensation, and establishing a not-to-exceed limitation on fees. D. The Township desires to retain Special Counsel on a limited basis to conduct an independent investigation into the aforementioned allegations and to prepare a Final Report consisting of the Special Counsel’s objective findings and non-binding recommendations to the Township.