Township Council Meeting — Packet

155 27 C0145 Corelogic Centralized Refunds PO Box 9202 Coppell, TX 75019 $1,639.81 155.22 42.01 C0208 Corelogic Centralized Refunds PO Box 9202 Coppell, TX 75019 $3,206.89 172.14 9 Eleni Michael 531 Mt Pleasant Avenue West Orange, NJ 07052 $299.81 179.14 8 Corelogic Centralized Refunds PO Box 9202 Coppell, TX 75019 $5,042.09 Karen J. Carnevale, R.M.C. Municipal Clerk Susan Scarpa, Council President Adopted: January 20, 2026 I hereby certify funds are available from Account No.: John Ditinyak, Chief Financial Officer

26-26 January 20, 2026 RESOLUTION AUTHORIZING THE APPOINTMENT OF SPECIAL COUNSEL DUE TO A CONFLICT OF INTEREST AND APPROVING PROFESSIONAL FEES WHEREAS, the Township Council of the Township of West Orange (the “Township”) recognizes that circumstances may arise in which the Township Attorney is unable to represent the interests of a Township Official due to an actual or potential conflict of interest; and WHEREAS, the Township Code §2-9.4 authorizes the appointment of Special Counsel when the Township Attorney determines that a conflict exists or that the interests of the Township or its officials require separate representation, provided that the Township Council is advised of the proposed engagement, the applicable rate of compensation, and a limitation on total fees; and WHEREAS, the Township has received notice of allegations of a personnel matter concerning the acts of an official or employee of the Township in his/her official capacity; and WHEREAS, the Township Attorney has determined, upon initial review of the allegations, that a conflict of interest exists which precludes representation by the Township Attorney in connection with the investigation, that must remain confidential, of allegations of a personnel matter concerning the acts of an official or employee of the Township in his/her official capacity; and WHEREAS, the Township Attorney has recommended the appointment of outside counsel Deena B. Rosendahl, Esq., of Cleary, Giacobbe, Alfieri, Jacobs, LLC, to serve as Special Counsel (“Special Counsel”) for the limited purpose of conducting a confidential investigation of the allegations of a personnel matter concerning the acts of an official or employee of the Township in his/her official capacity; and WHEREAS, in accordance with and pursuant to § 2-9.4 the Township Attorney has designated Ramon E. Rivera, Esq., of Antonelli, Kantor, Rivera, P.C., as the Township Attorney’s designated Conflict Counsel to supervise the work of Special Counsel; and

WHEREAS, the Township Council has been advised of the identity of the proposed Special Counsel, the scope of representation, the hourly rate of compensation, and the maximum amount to be expended for such services, in accordance with the requirements of the Township Code; and WHEREAS, the proposed Special Counsel shall be compensated at a rate of $185.00 per hour, and the total compensation for such services shall not exceed $7,500.00, without further encumbrance unless further authorized by formal action of the Township Council; and WHEREAS, sufficient funds have been certified by the Chief Financial Officer to cover the authorized expenditure. NOW, THEREFORE, BE IT RESOLVED by the Township Council of the Township of West Orange, in the County of Essex and State of New Jersey, as follows: 1. Authorization of Special Counsel. The Township Attorney is hereby authorized, pursuant to § 2-9.4 of the Township Code, to appoint and retain outside legal counsel to serve as Special Counsel due to the existence of a conflict of interest that precludes representation by the Township Attorney. 2. Appointment of Special Counsel. The Township Attorney has conducted a preliminary review of the allegations and has determined that a conflict exists, which precludes the Township Attorney from investigating the allegations asserted against an official or employee of the Township in his/her official capacity and pursuant to § 2-9.4 of the Township Code, hereby appoints Deena B. Rosendahl, Esq., of Clery, Giacobbe, Alfieri, Jacobs, LLC, to serve as Special Counsel for the limited purpose of investigating the allegations asserted against an official or employee of the Township in his/her official capacity. 3. Appointment of Designated Conflict Counsel. The Township Attorney has determined that a conflict exists, which precludes the Township Attorney from investigating the allegations asserted and pursuant to § 2-9.4 of the Township Code, hereby designates himself, 2

Mark Semeraro to generally supervise the work of Special Counsel, Deena B. Rosendahl, Esq., of Clery, Giacobbe, Alfieri, Jacobs, LLC. 4. Scope and Compensation. Special Counsel shall provide legal services limited to the matter for which the conflict exists, at an hourly rate of $185.00, with total compensation not to exceed $7,500.00, without further encumbrance or authorization by resolution of the Township Council. 5. Township Council Oversight and Approval. All invoices submitted by Special Counsel shall be subject to review and approval in accordance with Township procedures and the requirements applicable to Special Counsel engagements. 6. Certification of Funds. This Resolution shall take effect only upon certification by the Chief Financial Officer that sufficient funds are available and properly encumbered for the purposes set forth herein. BE IT FURTHER RESOLVED that a certified copy of this Resolution shall be provided to the Township Attorney, the Chief Financial Officer, and such other officials as may be necessary to effectuate its terms. Karen J. Carnevale, R.M.C. Township Clerk Susan Scarpa Council President Adopted: January 20, 2026 3

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.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the Parties agree as follows: 1. Engagement & Incorporation of Authorizing Resolution. 1.1. Engagement. The Township hereby retains Special Counsel, and Special Counsel accepts such retention, for the purposes set forth in this Agreement. 1.2. Resolution Controls. The parties acknowledge and agree that the Authorizing Resolution is a material part of this Agreement which is incorporated by reference and is a condition precedent to payment. In the event of a conflict or inconsistency between this Agreement and the Authorizing Resolution regarding compensation limits and approval requirements, the Authorizing Resolution shall control. 2. Term of Appointment. 2.1. Term. This Agreement shall commence on the Effective Date and shall continue until the earlier of: (a) completion and delivery of the Final Report to Conflict Counsel (as defined below); (b) exhaustion of the Not-to-Exceed Amount; or (c) termination pursuant to Section 14 of this Agreement. 2.2. No Annual Guarantee. Nothing herein shall be construed as an appointment beyond the limited matter described in this Agreement. 3. Scope of Services. 3.1. Purpose. Special Counsel is retained solely to conduct an independent investigation into the allegations asserted against an official or employee of the Township that has been identified in the allegations received (the “Subject Official”) and prepare a written Final Report regarding the factual findings, conclusions, and non-binding recommendations, if any. 3.2. Services. Special Counsel may perform the following under the supervision of the Conflict Counsel, as reasonably necessary and appropriate: 2

a. Intake and Planning. Review the allegation(s), define the investigative plan, identify potential witnesses and sources, and create an evidence preservation / collection protocol. b. Document Requests and Review. Request, collect, and review relevant documents, communications, recordings, policies, and other materials, whether maintained by the Township, third parties, or the Subject Official, subject to lawful limits. c. Interviews. Conduct interviews of relevant witnesses, including Township employees, officials, and third parties, as appropriate. Counsel shall determine interview sequencing, interview format, and whether to memorialize interviews by notes, written statements, or other means. d. Legal/Policy Assessment (Limited). Evaluate the allegations in light of applicable Township policies, state law and regulations, and ethical standards as relevant to the Investigation (without providing individual legal defense representation to any person unless separately authorized in writing). 3.3. Final Report. Special Counsel shall prepare a written investigative report (the “Final Report”) summarizing the factual findings and recommendations. Any recommendations contained within the Final Report are non-binding upon the Township. Conflict Counsel may request a draft for comment prior to finalization. The Final Report shall be delivered to the Conflict Counsel and the Township Attorney. 3.4. Exclusions. Unless expressly authorized in writing by Conflict Counsel, Special Counsel shall not: a. Represent the Township or any individual in litigation, administrative proceedings, or criminal matters relating to the allegations; b. Serve as personal counsel to the subject member of the Township Council; c. Act as Township Attorney, labor counsel, prosecutor, or hearing officer; 3

d. Have subpoena power or compulsory authority unless expressly authorized by law and authorization of Conflict Counsel; e. Incur third-party costs (i.e.: investigators, e-discovery vendors, court reporter) without prior written authorization from Conflict Counsel; f. Impose or recommend discipline except as part of non-binding recommendations contained in the Final Report. 4. Executive Session Presentation. Upon written request of the Township, and to the extent permitted by law, Special Counsel along with Conflict Counsel shall present the findings of the Investigation and the Final Report to the Township Attorney. 5. No Individual Client Relationship. 5.1. Client. The client for purposes of this Agreement is the Township of West Orange. 5.2. No Personal Representation. Nothing herein shall be construed as creating an attorneyclient relationship between Special Counsel and the Subject Official or any other individual. 5.3. Upjohn | Entity Warnings. When interviewing the Township employees or officials, Special Counsel may provide an entity representation warning that Counsel represents the Township and not the individual. 6. Evidence Preservation & Litigation Hold. 6.1. Coordination. Upon request and in conjunction with Conflict Counsel, Special Counsel may coordinate with the Township Attorney, Township Administrator, and Township IT Department regarding document retention, evidence preservation, and litigation-hold measures relevant to the Investigation. 6.2. No Independent Authority. Special Counsel shall not independently issue litigation holds, subpoenas, or compulsory process without the approval of Conflict Counsel. 7. Compensation | Not-to-Exceed Amount. 4

7.1. Hourly Rate. Special Counsel shall be compensated at $185.00 per hour for attorney time unless otherwise stated in an approved written amendment. 7.2. Not-to-Exceed Amount. Total compensation under this Agreement shall not exceed $7,500.00 (the “Not-to-Exceed Amount”) without a further written encumbrance and additional authorization by resolution of the Township Council. 7.3. Invoices. Special Counsel shall submit itemized invoices to the Township on a monthly basis (or upon completion of services, whichever occurs first), setting forth, at minimum: the date of service, a description of the work performed, the time expended, applicable billing rate, and the total amount due. 7.4. Township Approval. Payment of invoices is subject to Township approval in accordance with applicable Township procedures, including review by Conflict Counsel (as appropriate), CFO, and any other approving authority. 7.5. Costs/Expenses. Unless pre-approved in writing, Special Counsel shall not bill for extraordinary costs (i.e.: investigators, vendors, transcription, travel, copying in excess of ordinary office practice). Approved costs, if any, shall be billed at the actual cost with receipts and shall count toward the Not-to-Exceed Amount unless otherwise authorized in writing. 8. Confidentiality | Records | OPRA. 8.1. Confidentiality. Special Counsel shall treat all non-public information obtained in the Investigation as confidential to the extent permitted by law, the Rules of Professional Conduct, and any lawful directions from the Township. 8.2. OPRA Cooperation. Special Counsel acknowledges the Township is subject to OPRA and common-law access principles. Special Counsel shall cooperate with the Township Attorney or custodian of records in responding to lawful requests, including identifying potentially privileged/confidential material and producing a privilege log if requested. 5

8.3. Record Retention. Special Counsel shall retain the complete investigative file and shall return Township property and records upon request, subject to retention obligations. 8.4. Work Product and Privilege. To the extent applicable, Special Counsel’s work product and privileged communications shall be maintained and asserted on behalf of the Township. 9. Non-Appropriation. 9.1. Encumbrance and Certification. This Agreement is contingent upon the certification of funds by the Chief Financial Officer for the Township and proper encumbrance. 9.2. Non-Appropriation. In the event funds are not appropriated or are otherwise unavailable, the Township may terminate this Agreement without penalty, and Special Counsel shall be paid only for services rendered and approved of prior to the effective date of termination, subject to the Not-to-Exceed Amount. 10. Insurance. 10.1. Professional Liability. During the term of this Agreement, Special Counsel shall maintain a professional liability (malpractice) insurance policy in an amount not less that $1,000,000 per claim and shall provide proof of coverage upon request, including identifying the Township as an additional insured. 10.2. Additional Insurance. If Special Counsel employes non-attorney personnel or uses subcontractors in the course of the scope of this Agreement, Special Counsel shall maintain any additional insurance reasonably necessary to cover such activities. 11. Legal Compliance. Special Counsel shall comply with all applicable federal and New Jersey laws, regulations, and ethical rules, including the New Jersey Rules of Professional Conduct, pay-to-play laws, and Township policies. 12. Ownership of Work-Product | Deliverables. 6