Township Council Meeting — Packet

IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. TOWNSHIP OF WEST ORANGE ATTEST: By: KAREN J. CARNEVALE, R.M.C SUSAN McCRTNEY, MAYOR FLORIO KENNY RAVAL, LLP WITNESS: By: 4 4815-5488-3303, v. 1

56-25 January 28, 2025 RESOLUTION WHEREAS, Antonelli Kantor, P.C. (“Counsel”), responded to the Township’s Request for Qualifications pursuant to a fair and open process for the year 2025; and WHEREAS, Counsel has agreed to provide professional services for the period of January 1, 2025 to December 31, 2025, pursuant to the terms and conditions set forth in the agreement annexed hereto as Exhibit “A;” and WHEREAS, the Law Department recommends retention of Counsel for the purpose of representing the Township in the capacity of Special Counsel; and WHEREAS, pursuant to pursuant to N.J.S.A. 40A:11-5(1)(a)(i), the proposed professional services contract is subject to an exception to the standard bidding procedures set forth in the Local Public Contracts Law; 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 an agreement, in the form annexed hereto, to retain Counsel to provide services as Special Counsel at an hourly rate of $165 for attorneys; and it is further RESOLVED that notice of this award shall be available in the Clerk’s office in accordance with applicable law. Karen J. Carnevale, R.M.C. Municipal Clerk Joe Krakoviak, Council President Adopted: January 28, 2025 I hereby certify funds are available from Account No.: John C. Ditinyak, Chief Financial Officer

56-25 AGREEMENT FOR LEGAL SERVICES – SPECIAL COUNSEL THIS AGREEMENT made and entered into on this 28th day of January, 2025 by and between the TOWNSHIP OF WEST ORANGE, a municipal corporation of the State of New Jersey, located at Town Hall, 66 Main Street, West Orange, County of Essex and State of New Jersey, hereinafter called the “TOWNSHIP,” party of the first part, and ANTONELLI KANTOR, P.C., located at 354 Eisenhower Parkway, Suite 1000, Livingston, New Jersey 07039, hereinafter referred to as “COUNSEL”, party of the second part. WITNESSETH THAT: WHEREAS, the Governing Body of the TOWNSHIP has determined that it is in the best interests of the TOWNSHIP to retain the services of COUNSEL to serve in the capacity as Special Counsel; NOW, THEREFORE, in consideration of the mutual promises, terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. The TOWNSHIP hereby retains the services of COUNSEL to serve as Special Counsel for the period January 1, 2025 through December 31, 2025 at an hourly rate of $165.00. 2. COUNSEL will not seek reimbursement for its routine costs and expenses such as postage, copying, mileage, meals, parking, or delivery of documents. 3. COUNSEL may seek reimbursement for extraordinary expenses such as the cost of deposing adverse witnesses, transcripts or hiring experts. Counsel will not incur any such expenses without the express written approval of the applicable TOWNSHIP Department Head before the extraordinary expense is incurred. 4. COUNSEL’S responsibilities shall include assisting the Township with any and all legal matters that which there is a conflict of interest precluding the Township Attorney or

Assistant Township Attorney to handle and other services contemplated in Township Ordinance § 2-6.4. 5. COUNSEL recognizes that any and all approval for engagement of services must come from the Governing Body of the TOWNSHIP, and that no services, work or any efforts relative to the contract shall be commenced until the Governing Body adopts a duly authorized Resolution accompanied by a Certificate of Funds. 6. COUNSEL recognizes that all services rendered are subject to the approval and direction of the Law Department, and that payment for such services is conditioned upon the issuance of a Purchase Order by the Township encompassing the services for which compensation is sought. 7. COUNSEL is hereby placed on notice that the Billing Guidelines of the TOWNSHIP shall apply to this agreement for professional services. COUNSEL is further noticed that no Department Head, individual member of the Governing Body, or any agent, servant or employee of the TOWNSHIP possesses any lawful authority to: (a) engage the rendition of services or the performance of work; (b) authorize the continuation of services or work beyond the amount specifically approved in the Resolution and Certificate of Funds; or to (c) represent that future funds will be available as compensation for current services. Any such acts shall be deemed ultra vires and beyond the scope of any authority that individual may possess. No bills, statement or vouchers for any amount exceeding that originally approved will be honored or paid by the TOWNSHIP, irrespective of whether such services were actually performed. 8. COUNSEL shall submit detailed invoices to the TOWNSHIP for services rendered each month, with a copy to the Township Attorney, no later than fifteen (15) days 2 4815-5488-3303, v. 1

subsequent to the close of the month. All invoices submitted by COUNSEL shall set forth with specificity the tasks performed, the attorney performing the tasks, and the amount of time spent on each task. 9. During the term of this agreement, COUNSEL shall maintain professional liability malpractice insurance coverage with an insurance company licensed and authorized to do business in the State of New Jersey with coverage not less than $1,000,000. COUNSEL shall provide the Township Attorney and Municipal Clerk with proof of a valid certificate of insurance listing the TOWNSHIP as a certificate holder. To the extent that this insurance coverage is scheduled to lapse at any time before the end of the contract, COUNSEL shall provide proof of renewal or new insurance coverage no later than thirty (30) days before the termination of the current coverage. 10. The provisions of this agreement are subject to the limitations of provisions of the New Jersey Tort Claim Act, N.J.S.A. 59:2-1 et seq., and the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq. 11. This agreement shall be governed by the laws of the State of New Jersey without regard to principles of conflict of laws. All contract claims under this agreement shall be subject to and governed by the provisions of the New Jersey Contractual Liability Act (N.J.S.A. 59:13-1 et seq. 3 4815-5488-3303, v. 1

IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written. TOWNSHIP OF WEST ORANGE ATTEST: By: KAREN J. CARNEVALE, R.M.C SUSAN McCRTNEY, MAYOR ANTONELLI KANTOR, P.C. WITNESS: By: 4 4815-5488-3303, v. 1

57-25 January 28, 2025 RESOLUTION WHEREAS, Ellen O’Connell, Esq. of Price, Meese, Shulman & D’Arminio, PC (“Counsel”), responded to the Township’s Request for Qualifications pursuant to a fair and open process for the year 2025 for appointment as the Township’s Hearing Officer; and WHEREAS, Counsel has agreed to provide professional services for the calendar year 2025, pursuant to the terms and conditions set forth in the agreement annexed hereto as Exhibit “A;” and WHEREAS, the Law Department recommends retention of Counsel for the purpose of representing the Township in the capacity of Hearing Officer; and WHEREAS, pursuant to pursuant to N.J.S.A. 40A:11-5(1)(a)(i), the proposed professional services contract is subject to an exception to the standard bidding procedures set forth in the Local Public Contracts Law; 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 an agreement, in the form annexed hereto as Exhibit “A;” to retain Counsel to provide services as Hearing Officer at an hourly rate of $185.00; and it is further RESOLVED that notice of this award shall be available in the Clerk’s office in accordance with applicable law. Karen J. Carnevale, R.M.C. Municipal Clerk Joe Krakoviak, Council President Adopted: January 28, 2025 I hereby certify funds are available from Account No.: John C. Ditinyak, Chief Financial Officer

57-25 AGREEMENT FOR LEGAL SERVICES – HEARING OFFICER THIS AGREEMENT made and entered into on this 28th day of January, 2025 by and between the TOWNSHIP OF WEST ORANGE, a municipal corporation of the State of New Jersey, located at Town Hall, 66 Main Street, West Orange, County of Essex and State of New Jersey, hereinafter called the “TOWNSHIP,” party of the first part, and ELLEN O’CONNELL, ESQ. OF PRICE, MEESE, SHULMAN & D’ARMINIO, PC, Attorneys at Law of the State of New Jersey, located at 50 Tice Boulevard, Suite 380, Woodcliff Lake, New Jersey 07677, hereinafter referred to as “COUNSEL,” party of the second part. WITNESSETH THAT: WHEREAS, the Governing Body of the TOWNSHIP has determined that it is in the best interests of the TOWNSHIP to retain the services of COUNSEL to serve in the capacity as Hearing Officer; NOW, THEREFORE, in consideration of the mutual promises, terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. The TOWNSHIP hereby retains the services of COUNSEL to serve as Hearing Officer for the period January 1, 2025 through December 31, 2025 at an hourly rate of $185.00. 2. COUNSEL will not seek reimbursement for its routine costs and expenses such as postage, copying, mileage, meals, parking, or delivery of documents. 3. COUNSEL may seek reimbursement for extraordinary expenses such as the cost of deposing adverse witnesses, transcripts or hiring experts. Counsel will not incur any such expenses without the express written approval of the applicable TOWNSHIP Department Head before the extraordinary expense is incurred.

4. COUNSEL’s responsibilities shall include all hearings and personnel matters assigned. 5. COUNSEL recognizes that any and all approval for engagement of services must come from the Governing Body of the TOWNSHIP, and that no services, work or any efforts relative to the contract shall be commenced until the Governing Body adopts a duly authorized Resolution accompanied by a Certificate of Funds. 6. COUNSEL recognizes that all services rendered are subject to the approval and direction of the Law Department, and that payment for such services is conditioned upon the issuance of a Purchase Order by the Township encompassing the services for which compensation is sought. 7. COUNSEL is hereby placed on notice that the Billing Guidelines of the TOWNSHIP shall apply to this agreement for professional services. COUNSEL is further noticed that no Department Head, individual member of the Governing Body, or any agent, servant or employee of the TOWNSHIP possesses any lawful authority to: (a) engage the rendition of services or the performance of work; (b) authorize the continuation of services or work beyond the amount specifically approved in the Resolution and Certificate of Funds; or to (c) represent that future funds will be available as compensation for current services. Any such acts shall be deemed ultra vires and beyond the scope of any authority that individual may possess. No bills, statement or vouchers for any amount exceeding that originally approved will be honored or paid by the TOWNSHIP, irrespective of whether such services were actually performed. 8. COUNSEL shall provide detailed invoices to the TOWNSHIP for services rendered each month, with a copy to the Township Attorney, no later than fifteen (15) days 2 4823-9533-6422, v. 1

subsequent to the close of the month. All invoices submitted by COUNSEL shall set forth with specificity the tasks performed, the attorney performing the tasks, and the amount of time spent on each task. 9. During the term of this agreement, COUNSEL shall maintain professional liability malpractice insurance coverage with an insurance company licensed and authorized to do business in the State of New Jersey with coverage not less than $1,000,000. COUNSEL shall provide the Township Attorney and Municipal Clerk with proof of a valid certificate of insurance listing the TOWNSHIP as a certificate holder. To the extent that this insurance coverage is scheduled to lapse at any time before the end of the contract, COUNSEL shall provide proof of renewal or new insurance coverage no later than thirty (30) days before the termination of the current coverage. 10. The provisions of this agreement are subject to the limitations of provisions of the New Jersey Tort Claim Act, N.J.S.A. 59:2-1 et seq., and the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq. 11. This agreement shall be governed by the laws of the State of New Jersey without regard to principles of conflict of laws. All contract claims under this agreement shall be subject to and governed by the provisions of the New Jersey Contractual Liability Act (N.J.S.A. 59:13-1 et seq. 3 4823-9533-6422, v. 1