Conference/Public Meeting Agendas/Documents — Packet

proposal dated May 3, 2012 for a fee not to exceed $270,000. BE IT FURTHER RESOLVED that a copy of this Resolution and notice of this award shall be published and available in the Clerk’s office as required by law. KAREN CARNEVALE, MUNICIPAL CLERK PATRICIA SPANGO, COUNCIL PRESIDENT Adopted: June 26, 2012 I hereby certify funds are available from: _ ACCOUNT NO.: JOHN GROSS, CHIEF FINANCIAL OFFICER

136-11 June 26, 2012 RESOLUTION WHEREAS, by Resolution No. 51-11 adopted March 8, 2011, the Township Council approved the retention of certain counsel including Scarinci Hollenbeck of Lyndhurst, New Jersey; and WHEREAS, on April 12, 2011, the Council adopted Resolution No. 82-11 authorizing $15,000 in legal fees and expenses during 2011, for Scarinci Hollenbeck concerning labor and employment matters, which was later increased to $30,000 and then to $31,750 by Resolution 300-11; and WHEREAS, unfair labor charges referred to the Office of Administrative Law concerning certain layoffs as well as other labor and employment matters in which the Township is represented by Scarinci Hollenbeck are continuing; and WHEREAS, the uncertainty and unpredictability of litigation generally make accurate budgeting of litigation expenses difficult at best, often impossible and misleading, and public disclosure of a litigation budget, or cap, offers no advantage to the Township and may send a message to the Township’s adversaries which is disadvantageous; and WHEREAS, the Township Council’s functions under the Faulkner Act include making overall budget appropriations for each year for litigation expenses, including legal fees, costs and settlements, but not for individual litigated matters; and WHEREAS, the number and nature of lawsuits filed by and against the Township in any year can vary greatly, as can the strategies to be employed in their prosecution and defense and the expenditures needed to adequately, competently and effectively provide such legal services; and WHEREAS, the prosecution and defense of litigated cases is an administrative-executive function under the authority of the Mayor in a Mayor-Council form of government under the Faulkner Act, the Mayor, with the assistance of the Township Attorney and Chief Financial Officer, having the ultimate responsibility for managing the litigation and costs thereof for individual cases within the total appropriation for litigation presented by the Mayor at the beginning of the budget process, considered by the Council during the budget process and finally determined by the Council and incorporated in the final adopted budget for the year;

y the Mayor at the beginning of the budget process, considered by the Council during the budget process and finally determined by the Council and incorporated in the final adopted budget for the year; and WHEREAS, for any matter of litigation, strategic decisions, any and all of which necessarily affect the overall cost of litigation, are necessarily made by the attorney handling the case under the supervision of the Township Attorney and taking into account any broad policies established by the Mayor; and WHEREAS, invoices for legal fees and costs submitted by the attorney or law firm handling any particular litigation are initially submitted to the Township Attorney, or in some instances the Assistant Township Attorney when delegated by the Township Attorney, for review and approval for payment, and further subject to certification of availability of funds by the Chief Financial Officer, and review by the Township Council on a Bill List, before any payment is made; and WHEREAS, the Township Council, through its investigatory power, related to and concomitant with its budgetary power under the Faulkner Act, can and does from time to time in executive session confer with the Township Attorney and individual attorneys handling the

Township’s various litigated matters, to keep apprised of the status of the litigation, the strategies being employed, the anticipated expenses, settlement considerations, and has the right and ability to convey its opinions and desires about how the litigation should be prosecuted or defended and ultimately resolved; and WHEREAS, for all of the reasons set forth in the preceding recitals, the use of a cap system for litigation attorneys is impractical, unwise, and contrary to the separation of functions mandated by the Faulkner Act for the Mayor-Council form of government existing in the Township of West Orange; and WHEREAS, the Chief Financial Officer of the Township has certified as to the availability of funds for payment of counsel under this professional services contract; NOW, THEREFORE, BE IT, AND IT IS HEREBY, RESOLVED BY THE TOWNSHIP COUNCIL OF THE TOWNSHIP OF WEST ORANGE, that the maximum provided for payment of the law firm of Scarinci Hollenbeck, for legal fees and costs to provide for the adequate and effective assistance of counsel for defense of the various matters of labor and employment litigation in which that firm is representing the Township, initially set at $1 5,000.00, later increased to $30,000.00, and then to $31,750.00, shall no longer be subject to an arbitrary cap, but shall be monitored and managed by the Administration, including principally the Township Attorney supervising the services provided by the Scarinci Hollenbeck firm, subject to the policies established by the Mayor, the overall litigation budget established by the Township Council, the certification of available funds by the Township’s Chief Financial Officer, the Township Council’s review of individual invoices appearing on its Bill List, and the Township’s Billing Guidelines for Legal Services, and as same may be amended. KAREN J. CARNEVALE, MUNICIPAL CLERK PATRICIA SPANGO, COUNCIL PRESIDENT Adopted: June 26, 2012 I hereby certify funds are available from: _ ACCOUNT NO.: JOHN O. GROSS, CHIEF FINANCIAL OFFICER 2

128-12 June 26, 2012 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 June 26, 2012 shall 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. () 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

w 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): Personnel: Discussion about Township Clerk’s Office Discussion about Planning Director’s Leave (the general subject matters) 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 Motion: Sal M. Anderton Second: Patricia Spango Vote Aye: 5 Opposed: 0 Karen J. Carnevale Patricia Spango Municipal Clerk Council President Adopted: June 26, 2012