Township Council Meeting — Packet

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 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 ef seg., and the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 ef seg. 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.L.S.A. 59:13-1 e¢ seq.)

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 McCARTNEY, MAYOR WILENTZ, GOLDMAN & SPITZER, P.A. WITNESS: By:

Exhibit “E”

TOWNSHIP OF WEST ORANGE EMPLOYMENT AGREEMENT THIS AGREEMENT, effective on October 28, 2025 is made by and between the TOWNSHIP OF WEST ORANGE ("Township") having municipal offices located at 66 Main Street, West Orange, New Jersey 07052 and PETER F. SMERALDO, JR. (hereinafter called “Employee"),. WITNESSETH WHEREAS, the Township is desirous of employing the Employee; and WHEREAS, the Township is desirous of filling the open position of Business Administrator, and WHEREAS, the Township is desirous of creating, by Ordinance, the position of Business Administrator, and WHEREAS, the Township has considered and determined that Employee is competent and qualified to perform the duties assigned to the position of Business Administrator; and WHEREAS, the employment of Employee to serve as Business Administrator is necessary for the efficient operation of the Township; NOW, THEREFORE, it is agreed by and between the parties hereto, as follows: 1. APPOINTMENT AND EMPLOYMENT Upon the consent of the Township Council for the Township, Employee is designated as the Business Administrator; subject to the terms and conditions of this Agreement. 2. ACCEPTANCE/EMPLOYEE MANUAL Employee accepts the appointment and agrees to perform the duties and obligations set forth in this agreement and any and all governing statutes, provisions of the municipal code for the Township, and any additional administrative and managerial duties which may be imposed by the Mayor for the Township from time to time. Employee hereby accepts and agrees to comply with all terms and provisions of the Township Employee Policy and Procedures Manual and any other written directive or memoranda issued from time to time. 3. TERM It is hereby agreed that the employment term of Employee by the Township as Business Administrator shal! be for a period commencing on October 28, 2025 and ending December 31, 2026.

4. SALARY Employee’s annual salary as Business Administrator is $209,206.00 (Step K) payable in weekly or bi-weekly increments as determined by the Township in its sole discretion ("Salary"). On a bi-weekly basis, the Township will fund a Pensionable deferred compensation salary bi-weekly contribution to a 457-Deferred Compensation account designated by Employee in an amount equal to 10.50% of his base salary. 5. DUTIES Employee’s responsibilities shall be consistent with those set forth in the applicable statutes, the Municipal Code for the Township, and any additional duties and responsibilities as directed by the Mayor. The goals and objectives set forth on Schedule "A" annexed hereto are incorporated herein by reference. 6. WORK HOURS The regular work schedule shall be a minimum of eight (8) hours per day with an hour for lunch. In addition, Employee shall be required to attend all meetings of the Township Council and committee meetings and agency meetings as required by the Mayor for the Township. There shall be no additional compensation paid by the Township for any additional hours worked as required to accomplish the duties and responsibilities of Business Administrator. Any compensation by any other party shall be approved in advance in writing by the Township. 7. FULL TIME During the term of this agreement, Employee agrees that he/she shall devote his/her full time and attention to the performance of his/her duties He/she may accept part-time employment, provided that there is no Township business which would otherwise require his/her presence or attention at those specific times and provided further, that a request for approval to do so shall first, be submitted to the Mayor in writing, which approval shall not be unreasonably withheld. In no event, shall any such employment be in conflict with the interests of the Township, nor shall it create the appearance of such a conflict. The prohibition extends to the holding of any professional or community offices, unless approved in writing in advance by the Mayor. 8. BENEFITS Upon retirement, Employee shail be entitled to any accumulated sick and vacation days as well as any other benefits generally received by other Township employees as per the Township's policies. The Township further agrees to defend and indemnify Employee against any and all claims arising solely within the scope of

enerally received by other Township employees as per the Township's policies. The Township further agrees to defend and indemnify Employee against any and all claims arising solely within the scope of his/her employment with the Township. The Township, at its sole discretion, shall determine all decisions regarding selection of counsel, strategy and other aspects of these benefits including but not limited to indemnification.

9. VACATION DAYS Employee shall be entitled to receive twenty (20) vacation days per year which shall be used in accordance with Township Policy. Employee shall receive four (4) personal days at the same level as all other Township employees. Employee shall also receive the same time off for holidays as all other Township employees. 10. SICK TIME Employee shall be entitled to fifteen (15) paid sick days each year as per Township policy. At any time the Township may require him/her to submit to an independent medical examination for the purpose of verifying the nature and extent of any sickness, illness or condition. Employee shall be entitled to receive three (3) paid personal days annually. 11. PERFORMANCE EVALUATION The Township reserves the right to conduct a performance evaluation periodically. Both parties agree that the renewal of this Agreement is at the sole discretion of the Township Council. 12. EXPENSES The Township shall reimburse Employee for reasonable and occasional expenses incurred in connection with the duties of Business Administrator provided that such expenses are approved by the Mayor. Any reimbursement for mileage shall be strictly in accordance with the Internal Revenue Service Guidelines. No travel more than fifty (60) miles from the Municipal Building at 66 Main Street, West Orange, New Jersey shall be permitted unless approved in advance in writing by the Mayor or his designee. Any expense reimbursement must be sought within thirty (30) days of its incurrence or be forfeited. Any expense reimbursement request must be accompanied by full and complete documentation, in the Township's sole discretion, accompanied by a certification that the travel was solely for the Township's purposes. 13. REMOVAL/TERMINATION OF AGREEMENT The following provisions shall govern the termination of this Agreement: a. Death. This Agreement shall terminate immediately upon the death of Employee. In such event, Township shall pay to Employee's surviving spouse or estate (i) the portion of Salary earned through the date of death; and (ii) business expenses, if any, advanced by Employee but not yet reimbursed, pursuant to the policy of Township. b. Disability. This Agreement shall terminate upon the good faith determination by Township, after consultation with a physician selected by Township, that Employee has incurred a “permanent and total

b. Disability. This Agreement shall terminate upon the good faith determination by Township, after consultation with a physician selected by Township, that Employee has incurred a “permanent and total disability,” as such term is defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended. In such event, Township shall pay to Employee (or his spouse or estate, if appropriate) (i) the portion of his Salary eamed through the date of the determination of permanent and total disability; and (ji) business expenses, if any, advanced by Employee but not yet reimbursed, pursuant to policy of Township.

Cc, Termination for Cause Notwithstanding anything in the contrary contained herein, Township may discharge Employee at any time, without notice, for (i) Employee's negligent conduct or willful misconduct in connection with the performance of the Services, including but not limited to dishonesty, embezzlement or misappropriation of funds, (ii) Employee being convicted of a felony (whether or not related to the performance of the Services), (iii) any violation of any express direction or any reasonable rule or regulation established by Township from time to time regarding the conduct of the Business which is not cured within thirty (30) days following the receipt by Township of a written notice with respect thereto, or (iv) any violation by Employee of the terms and conditions of this Agreement which is not cured within thirty (30) days following the receipt by Employee of a written notice with respect thereto (collectively, “Cause”). !n such event, Township shall pay Employee (i) the portion of his Salary earned through the date of termination of this Agreement; and (ii) reimbursable expenses, if any, advanced by Employee but not yet reimbursed, pursuant to policy of Township. d. Voluntary Termination by Employee. {f Employee voluntarily terminates this Agreement, Township shall pay Employee (i) the portion of his Salary earned through the date of termination; and (ii) business expenses, if any, advanced by him but not yet reimbursed, pursuant to policy of Township. 14. BOOKS AND RECORDS/CONFIDENTIAL INFORMATION At the termination or this agreement, Employee shall turn over to the Township all books, records and other property that may belong to the Township and be in his/her custody and possession. All books and records maintained during the course of employment are the sole property of Township and shal! be maintained at the Township's place of business. a. Employee acknowledges that Township currently has and may subsequently develop certain confidential information, including without limitation employee records, personnel information, HIPAA protected information, investigative files and information, and any other materials or data of any kind that have been or may be furnished to Employee by Township or developed by Employee on behalf of Township or at Township's direction or for Township's use or otherwise in connection with Employee’s employment

e been or may be furnished to Employee by Township or developed by Employee on behalf of Township or at Township's direction or for Township's use or otherwise in connection with Employee’s employment hereunder, whether written or oral, tangible or intangible, electronic or verbal, whether machine readable or otherwise, which Township holds confidential and that is not disclosed to and is not generally known by the public (collectively, the “Confidential Information”). b. Employee acknowledges that, while Employee is employed by Township, Employee may have access to such Confidential Information and agrees that all Confidential Information that Employee previously obtained while employed by Township, and that Employee may obtain, acquire or have access to, both during and after any expiration or termination of Employee's employment, and for all purposes, shall be regarded and maintained by Employee in the strictest confidence, and shall not be disclosed, communicated or divulged, directly or indirectly, to any unauthorized person without the prior written consent of Township, except as may otherwise be required by law. Employee agrees that all written materials and documents constituting Confidential Information are and shall remain the sole property of Township. Upon any expiration or termination of Employee's employment with the Township for any reason whatsoever, or at such other time as may be requested by Township, Employee shall immediately return all such materials and all copies thereof in Employee's possession or under Employee's control to Township.