Township Council Meeting — Packet

TOWNSHIP OF WEST ORANGE ESSEX COUNTY, NJ RESOLUTION 242-25 APPROVING VARIOUS SETTLEMENT, EMPLOYMENT, AND PROFESSIONAL SERVICES AGREEMENTS WHEREAS, on April 17, 2023, Mayor McCartney instituted litigation against the Township Council related to her executive authority versus the Council’s legislative authority under the Faulkner Act, N.J.S.A. 40:69A-1, et seq. under Docket No. ESX-L-4687-23; and WHEREAS, the Hon. Annette Scoca, J.S.C., granted Mayor McCartney’s Order to Show Cause pending a final decision in the case; and WHEREAS, the Township Council subsequently filed a Third-Party Complaint against Township Attorney Richard D. Trenk, Esq., and Trenk Isabel Siddiqi & Shahdanian P.C.; and WHEREAS, the parties to the litigation have engaged in settlement negotiations; and WHEREAS, as a result of those settlement negotiations, all controversies between the parties have been tentatively resolved, subject to the approval of the following settlement agreement and various employment and professional services agreements by the Township Council; and WHEREAS, the Mayor and Township Council are of the opinion that the settlement is in the best interests of the Township. NOW, THEREFORE, BE IT RESOLVED by the Governing Body of the Township of West Orange, for the reasons set forth above, that: 1. The Settlement Agreement enclosed as Exhibit A is hereby approved. 2. Mayor McCartney nominates Mark Semararo, Esq., of Semeraro & Fahrney, LLC, as Township Attorney, and the Council approves that appointment. The Professional Services Agreement enclosed as Exhibit B, which authorizes the retention of Semeraro & Fahrney, LLC, as Township Attorney, is hereby approved. 3. Mayor McCartney nominates Gregg F. Paster, Esq., of Gregg F. Paster & Associates, LLC, as Assistant Township Attorney, and the Council approves that appointment. The Professional Services Agreement enclosed as Exhibit C, which authorizes the retention of Gregg F. Paster & Associates, LLC, as Assistant Township Attorney, is hereby approved. 4. Mayor McCartney nominates Everett Johnson, Esq., of Wilentz, Goldman & Spitzer, P.A., as Redevelopment Counsel, and the Council approves that appointment. The Professional Services Agreement enclosed as Exhibit D, which authorizes the retention of Wilentz, Goldman & Spitzer, P.A., as Redevelopment Counsel, is hereby approved.

5. Mayor McCartney nominates Peter Smeraldo as Business Administrator, and the Council approves that appointment. The Employment Agreement enclosed as Exhibit E, which authorizes the employment of Peter Smeraldo as Business Administrator, is hereby approved. BE IT FURTHER RESOLVED that the Mayor and Township Council is hereby authorized to implement this Resolution and the Mayor may execute the aforementioned professional services contracts. CERTIFICATION I, Karen J. Carnevale, RMC, Township Clerk for the Township of West Orange, do hereby certify that the foregoing resolution was duly adopted by the Township of West Orange at a meeting held on October 28, 2025, with a quorum being present and voting in the majority. Clerk, Township of West Orange

Exhibit “A”

FINAL VERSION SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (the “Agreement”) is entered into as of the Lh day of October, 2025 (the “Effective Date”) between Richard D. Trenk, Esq, (“Trenk”), Trenk Isabel Siddiqui & Shahdanian P.C. (“TISS”), Township of West Orange (the “Township”), and Township Council of Township of West Orange (the “Township Council”), and Mayor Susan B. McCartney the (“Mayor”). Trenk and TISS shall be referred to collectively as the “Trenk Parties.” The Township and the Council shall be referred to collectively as the “Township Parties”; WHEREAS, on July 24, 2023, the Mayor filed an action entitled In the Matier of West Orange with the Superior Court of New Jersey, Essex County, Docket No. ESX-L-4687-23 (the “Litigation”) by way of a Verified Complaint and an Order to Show Cause seeking 1) to declare Resolution 232-23 adopted by the Township Council on June 13, 2023, unlawful and adjudging it to be invalid and without any force or effect; 2) to declare that Richard D. Trenk, Esq. is and remains the Township Attorney for the Township of West Orange, entitled to perform all work necessary to that role, including the management of the Law Department, and being entitled to renumeration in accordance with the salary ordinance, Township Billing Guidelines, and his professional services contract for 2022; and 3) to compel the Township Council to adopt a resolution awarding Richard D. Trenk, Esq. a professional services contract for 2023 for the role of Township Attorney (“First OTSC”). The Mayor has been, and is, represented by Scott Salmon, Esq.; WHEREAS, the Township Council has been, and is, represented by Angelo J. Genova, Esq. of Genova Burns LLC; WHEREAS, the Trenk Parties have been represented by Christopher Gengaro, Esq.;

FINAL WHEREAS, on July 25, 2023 the Honorable Annette Scoca, Judge of the Superior Court, (“Judge Scoca”) entered a Temporary Restraining Order (the “TRO”) for the Mayor’s First OTSC in the Litigation; WHEREAS, after bricfing and argument, on or about March 19, 2024, Judge Scoca entered an Order for a Preliminary Injunction and written Opinion (the “PI Order”); WHEREAS, the Township Council filed a Motion for Leave to Appeal the PI Order which was denied; and WHEREAS, the Township Council filed a Counterclaim and Third-Party Complaint in the Litigation against the Mayor and the Trenk Parties; WHEREAS, on January 15, 2025, the Mayor filed a subsequent Order to Show Cause seeking 1) to invalidate Resolution 24-25 adopted by the Council on January 6, 2025; and 2) to enjoin the Township Council from executing a contract for the retention of Stephen E. Trimboli, Esq. from The Chilla Business Counsel, LLC as set forth in Resolution 24- 25 (“Second OTSC”); WHEREAS, on January 15, 2025 the Honorable Annette Scoca, Judge of the Superior Court, (“Judge Scoca”) entered a Temporary Restraining Order (the “TRO”) for the Second OTSC; WHEREAS, after briefing and argument, on or about March 31, 2025, Judge Scoca entered an Order denying the Township Council’s Motion to Dissolve the Temporary Restraints; WHEREAS, the parties desire to resolve this Litigation in order to avoid further expense and delay; WHEREAS, in accordance with Trenk’s letter dated January 6, 2025, Trenk will retire from his position as Township Attorney effective upon (i) approval and execution of this Agreement and (ii) appointment by the Mayor and approval of the Township Council of a new Township Attorney (the “Resignation Date”);

FINAL WHEREAS, the Mayor, Township Council, Trenk, and TISS shall be referred to collectively as Parties; NOW, THEREFORE, based on the foregoing premises all of which are hereby incorporated into this Agreement as material terms, and for the mutual promises and covenants set forth herein, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by all the Parties, the Parties agree as follows: 1, TRENK RESIGNATION: Following the Resignation Date, the new Township Attorney, Business Administrator and TISS/Trenk will coordinate as to a reasonable transition of all active matters in accordance with the Rules of Professional Conduct concerning all legal matters involving the Township of West Orange. The new Township Attorney shall determine if there are any matters, including but not limited to any and all matters where the West Orange Municipal Budget is the payor for fees and expenses, as well as any Garden State Municipal Joint Insurance Fund matters, that should remain with TISS for economic or other reasons. For any new Township legal matters that the new Township Attorney determines should be handled by TISS, a Resolution for a professional services contract shall be presented by the Mayor and subject to approval by the Township Council if required by applicable law. All work performed by Trenk and TISS during the transition period must be reasonable and performed in the best interest of the Township. 2. DISMISSAL OF PENDING LITIGATION: Upon the Effective Date, the Litigation, including all claims, counterclaims, third party claims and defenses, shall be dismissed with prejudice and without costs. Furthermore, upon the Effective Date, the orders entered by Judge Scoca in the First OTSC and Second OTSC shall have no prospective effect.

FINAL Notwithstanding the foregoing, any party may seck to enforce the provisions of this Agreement herein. 3. QGUTSTANDING FEES/EXPENSES TO BE PAID: The Township agrees to pay the Trenk Parties any and all outstanding legal fees and expenses that have been accrued, or which will in the future accrue subject to the terms of this Agreement and the Township’s right to review such fees and expenses consistent with applicable law. To the extent that the Township or the Council fails to approve and pay such fees and expenses to the Trenk Parties within sixty (60) days of the Trenk Parties’ submission of detailed invoices consistent with past practices, the parties agree that upon letter application, without necessity of a formal motion, and upon submission of each parties’ position, Judge Scoca shall make a final determination as to the reasonableness of the fees and expenses. Judge Scoca’s determination shall be binding on all the parties, final and non-appealable, In the event that Judge Scoca is unavailable, then the Judge who is designated for this Litigation shall handle these matters in accordance herewith. The Trenk Parties fully preserve all rights to be paid for all fees and expenses from the Garden State Joint Insurance Fund. 4, MUTUAL RELEASES: (a) The Trenk Parties’ Release. The Trenk Parties, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, by this release, does for itself, its past and present affiliates, subsidiaries, owners, officers, directors, employees, heirs, executors, agents, representatives, administrators, insurers, attorneys, successors and assigns, hereby remise, release and forever discharge the Township Parties (including Mayor Susan McCartney in her capacity as Mayor and individually, and the Township Council collectively, in their capacity as Councilmembers and individually), and their respective past and present board members, owners, members, officers, directors, employees, agents, representatives,

FINAL administrators, subsidiaries, insurers, attorneys, successors and assigns, of and from all actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, controversies, promises, damages, claims for contractual and/or statutory and/or other attorneys’ fees and/or interest, judgments, executions, claims, liens, tight to lien and demands whatsoever, in law or in equity, which the Trenk Parties hereafter can, shall, or may have against the Township Parties, arising out of or related in any way to any contract (written, express or implied by law), tort, lien, liability, fraud, matter, cause, fact, thing, attorneys’ fees and expenses, act or omission whatsoever, including any and all claims that were made or could have been made or which could have been asserted, from the beginning of the world to the date of this Agreement (the “Trenk Released Claims”) provided, however, that the Trenk Released Claims shall not include the Trenk Parties’ tight to legal fees and expenses as set forth herein, or any other rights preserved by this Agreement, all of which shall not be deemed to be released, and further provided that no former Councilmember shall be deemed to be released by the Trenk Parties from any claims in his or her individual capacity. (b) Zhe Township Parties’ Release. The Township Parties, including Mayor Susan McCartney in her capacity as Mayor and individually, and the Township Council collectively, in their capacity as Councilmembers and individually (the “Township Party Releasors”), in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, by this release, does for itself, its past and present affiliates, subsidiaries, owners, officers, directors, employees, heirs, executors, agents, representatives, administrators, insurers, attorneys, successors and assigns, hereby remise, release and forever discharge the Trenk Parties, and their respective past and present board members, owners, members, officers, directors, employees, agents, representatives, administrators, subsidiaries, insurers, attorneys, successors and assigns, of

FINAL and from all actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, controversies, promises, damages, claims for contractual and/or statutory and/or other attorneys’ fees and/or interest, judgments, executions, claims, liens, right to lien and demands whatsoever, in Jaw or in equity, which the Township Party Releasors hereafter can, shall, or may have against the Trenk Parties, arising out of or related in any way to any contract (written, express or implied by law), tort, lien, liability, fraud, matter, cause, fact, thing, attorneys’ fees and expenses, act or omission whatsoever, including any and all claims that were made or could have been made or which could have been asserted, from the beginning of the world to the date of this Agreement (the “Township Released Claims”) provided, however, that the Township Released Claims shall not include any rights preserved by this Agreement, which shall not be deemed to be released, and further provided that none of the Trenk Parties shall be deemed to be released by former Councilmembers from any claims in his or her individual capacity. (c) The Mayor’s Release. The Mayor, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, by this release, does for itself, its past and present affiliates, subsidiaries, owners, officers, directors, employees, heirs, executors, agents, representatives, administrators, insurers, attorneys, successors and assigns, hereby remise, release and forever discharge the Township Council (collectively, in their capacity as Councilmembers and individually), and their respective past and present board members, owners, members, officers, directors, employees, agents, representatives, administrators, subsidiaries, insurers, attorneys, successors and assigns, of and from all actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, controversies, promises, damages, claims for contractual and/or statutory and/or other attorneys’ fees and/or interest, judgments, executions, claims, liens, right to lien and demands whatsoever, in law or in equity, which the Mayor hereafter can, shall, or may have against

FINAL the Township Council, arising out of or related in any way to any contract (written, express or implied by law), tort, lien, liability, fraud, matter, cause, fact, thing, attorneys’ fees and expenses, act or omission whatsoever, including any and all claims that were made or could have been made or which could have been asserted, from the beginning of the world to the date of this Agreement (the “Mayor’s Claims”) provided, however, that the Mayor’s Claims shall not include any rights preserved by this Agreement, which shall not be deemed to be released. (d) The Township Council's Release. The Township Council, in exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, by this release, does for itself, its past and present affiliates, subsidiaries, owners, officers, directors, employees, heirs, executors, agents, representatives, administrators, insurers, attorneys, successors and assigns, hereby remise, release and forever discharge the Mayor, and their respective past and present board members, owners, members, officers, directors, employees, agents, representatives, administrators, subsidiaries, insurers, attorneys, successors and assigns, of and from all actions, causes of action, suits, debts, accounts, bonds, covenants, contracts, controversies, promises, damages, claims for contractual and/or statutory and/or other attorneys’ fees and/or interest, judgments, executions, claims, liens, right to lien and demands whatsoever, in law or in equity, which the Township Council hereafter can, shall, or may have against the Mayor, arising out of or related in any way to any contract (written, express or implied by law), tort, lien, liability, fraud, matter, cause, fact, thing, attorneys’ fees and expenses, act or omission whatsoever, including any and all claims that were made or could have been made or which could have been asserted, from the beginning of the world to the date of this Agreement (the “Township Couneil’s Claims’) provided, however, that the Township Council’s Claims shall not include any rights preserved by this Agreement, which shall not be deemed to be released.