Township Council Meeting - Wednesday — Packet

d. The Parties also understand that Carroll may be applying for retirement benefits with the State of New Jersey, Division of Pensions and Benefits. Carroll understands and agrees that the ultimate approval of said pensionable benefits is at the sole risk of Carroll and any denial thereof shall in no way affect the enforceability of this Agreement or diminish the consideration given therefore. 2. COMPLETE RELEASE. In exchange for the above consideration, Carroll and his heirs, assigns and agents, hereby irrevocably and unconditionally waive, release and forever discharge any and all claims or rights, whether known or unknown, from the beginning to time up to the date this Agreement is executed against the Township personally and officially, individually and collectively, its past and present Council members, all officers and administrators, its attorneys, agents and employees, personally and officially, as well as their successors, and assigns (collectively, the “Releasees”), including, but not limited to any and all claims for damages, reinstatement, attorney’s fees, penalties, potential lost interest payments and/or costs under Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1991, 42 U.S.C. § 1981a et seq., the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq. (“ADEA”), the Americans with Disabilities Act, 42 U.S.C. § 12101 et seq. (“ADA”), the Pregnancy Discrimination Act, the Equal Pay Act, the Family and Medical Leave Act (“FMLA”), as amended, the Sarbanes-Oxley Act of 2002, the United States Constitution, the Constitution of the State of New Jersey, the Conscientious Employee Protection Act (“CEPA”), New Jersey Law Against Discrimination (“NJLAD”), the New Jersey Employer-Employee Relations Act, or any other federal, state or local laws, regulations or ordinances regulating employment or the workplace or of similar effect to the foregoing, including, but not limited to any federal, state or local law regarding retaliation for protected activity or interference with protected rights, and all amendments to each such law. Carroll understands and acknowledges that Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1991, 42 U.S.C. § 1981a et seq., the ADEA, the ADA, the FMLA, the CEPA, the

acknowledges that Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1991, 42 U.S.C. § 1981a et seq., the ADEA, the ADA, the FMLA, the CEPA, the Equal Pay Act, NJLAD, the state and local civil rights laws, provide Carroll the right to bring actions against the Township if, among other things, Carroll believes he has been discriminated against on the basis of race, ancestry, color, religion, sex, pregnancy, national origin, disability, age, need for protected leave, medical condition, sexual orientation, marital status, veteran status, benefit eligibility or any other protected basis. This Agreement shall constitute, and may be raised by the Township and other Releasees as, a bar to recovery by Carroll in any action initiated by him or on his behalf against the Township and other Releasees or any of them in any forum, including, but not limited to, administrative charges filed with the EEOC or National Labor Relations Board under one or more of the statutes listed above. Nothing in this waiver and release is intended to or shall interfere with Carroll’s right to participate in a proceeding with any appropriate federal, state or local government agency enforcing discrimination laws, nor shall this Agreement prohibit Carroll from filing a charge of discrimination or cooperating with any such agency in its investigation. Provided, however, Carroll hereby waives the right to receive money or monetary relief in any action he institutes or is instituted on his behalf by any other person, entity or government agency. It is expressly understood that the arrangement herein shall not be construed to represent any policy or procedure of the Township. 2

3. FUTURE EMPLOYMENT. Carroll agrees that if he applies for employment in any position with the Township at any time in the future, the Township has the absolute discretion to refuse to hire him. Carroll specifically acknowledges that this agreement may constitute a waiver of any right he may have under the Civil Service Commission to be hired by the Township for any position. Carroll will not appeal or challenge the Township’s refusal to hire him in any court of law, administrative agency, in arbitration or before any governmental body. 4. NON-ADMISSION. This Agreement is executed and all consideration is given in final settlement of disputed claims, and shall not be construed as an admission of any allegation or of liability by the Township, by whom any such obligation or liability is expressly denied. 5. NO DISPARAGING STATEMENTS. Carroll agrees that he will not make any statement(s) that has, have or can be expected to have the effect of disparaging the Township or any of its representatives, agents and employees. 6. CONSULTATION WITH ATTORNEY. Carroll has been given the opportunity to consult with his attorney with respect to this Agreement and to review with his attorney all the terms and conditions of this Agreement prior to executing this Agreement. 7. COMPLETE AGREEMENT. This Agreement contains the entire agreement between Carroll and the Township, and each of them, with respect to the subject matter and supersedes all prior agreements or understandings dealing with the same subject matter. There is no agreement on the part of the Township to do anything other than as is expressly stated in this Agreement. This Agreement shall in all respects be interpreted, enforced and governed by the Laws of the State of New Jersey. 8. MODIFICATION. No modification or amendment of this Agreement will be enforceable unless it is in writing and signed by the party to be charged. 9. SEVERABILITY. Should any provision of this Agreement be declared or determined by any court of competent jurisdiction to be illegal, invalid or unenforceable, the legality, validity, and enforceability of the remaining parts, terms, or provisions shall not be affected thereby and said illegal, unenforceable or invalid part, term, or provision shall be deemed not to be a part of this Agreement.

the remaining parts, terms, or provisions shall not be affected thereby and said illegal, unenforceable or invalid part, term, or provision shall be deemed not to be a part of this Agreement. 10. CARROLL ATTESTS. Carroll represents and warrants that he has carefully read each and every provision of this Agreement and that he fully understands all of the terms and conditions contained in each provision of this Agreement. Carroll represents and warrants that he enters into this Agreement voluntarily, of his own free will, without any pressure or coercion from any person or entity including, but not limited to, the Township or the Releasees. 11. FULL KNOWLEDGE OF TERMS AND REVIEW PERIOD. The Township advises Carroll to consult with an attorney of his choice and his expense prior to executing this Agreement and Carroll hereby represents and warrants that, prior to executing 3

this Agreement, he has fully discussed its meaning and effect with an attorney of his choosing, or that he has waived his right to consult with an attorney, and he fully understands its meaning and effect. Carroll has twenty-one (21) days from the date it is provided to him to consider it before signing it. In particular, Carroll represents and warrants that his attorney has explained to him, and/or he fully comprehends the meaning of each of the provisions of this Agreement and that he has entered into this Agreement voluntarily. Carroll’s signature also acknowledges that (1) the Township advised him to consult with an attorney before signing this Agreement; (2) he has up to twenty-one (21) days from the date he receives this Agreement to consider it before signing it; and (3) if Carroll signs this Agreement less than twenty-one (21) days after receiving it, he does so knowingly and voluntarily, and waives any right he might have under the Age Discrimination in Employment Act, as amended, to the full twenty-one (21) days to consider this Agreement. Carroll has seven (7) days after signing this Agreement in which to revoke his acceptance by delivering written notice revoking his acceptance. This revocation must be provided directly to the Township’s Labor Counsel, Ramon E. Rivera, Esq. of Antonelli Kantor Rivera PC, 354 Eisenhower Pkwy, Suite 1000, Livingston, New Jersey 07039. Accordingly, this Agreement shall not become effective or enforceable until the seven (7) day revocation period has expired. If Carroll does not revoke this Agreement during the seven (7) day revocation period, it shall be deemed accepted. Carroll agrees that he made an informed and voluntary decision to sign this Agreement on the date he has done so, because he did not need any additional time to decide whether to sign this Agreement. IN WITNESS WHEREOF, and intending to be legally bound hereby I, Daniel Carroll, executed the foregoing Agreement this day of June, 2026. DANIEL CARROLL TOWNSHIP OF WEST ORANGE BY: 4

WAIVER By signing below, the undersigned hereby irrevocably elects to waive the 21-day period referred to in the 11th recital on page 4 of this Agreement. DANIEL CARROLL DATED: 5

169-26 June 24, 2026 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 24, 2026 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. (X) 5. Pending or anticipated litigation or contract negotiation in which this body is or maybe a party. (X) 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. () 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 receive funds from the Government of the United Sates. () 10. Discussion of any matter involving the

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): 169-26 Resolution Authorizing an Executive Session for the purpose of discussing matters 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; and for the discussion of matters which, by express provision of federal law, state statute, or rule of court, are required to be rendered confidential, specifically including: (s)-(a) Litigation-Daughters of Israel regarding the Fourth Round Affordable Housing Plan; Attorney-Client Privilege-Parking in the Valley area; Pop-Up Party Ordinance; Township Tree Ordinance. Executive Session matters are subject to change. (the general subject matter(s) 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 June 24, 2026. Motion: Second: Vote Aye: Opposed: Karen J. Carnevale, R.M.C. Susan Scarpa Municipal Clerk Council President Adopted: June 24, 2026

170-26 When recorded mail to: Prepared by: SUBORDINATION AGREEMENT IN CONSIDERATION of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, Township of West Orange as the holder of that certain Mortgage recorded in Official Record as follows: In favor of Township of West Orange ; Loan Amount: $33,575.00; with Instrument # 14077472 Recorder's Office, Essex County, New Jersey, covering the described premises to wit: ALL THAT CERTAIN LAND AND PREMISES SITUATE IN THE TOWNSHIP OF WEST ORANGE, COUNTY OF ESSEX AND STATE OF NEW JERSEY, DESCRIBED AS FOLLOWS: BEING KNOWN AND DESIGNATED AS LOT 3 IN BLOCK 151-G ON A MAP ENTITLED "MAP OF DEERFIELD PARK, WEST ORANGE, NEW JERSEY, SECTION 3" FILED IN THE ESSEX COUNTY REGISTER'S OFFICE AS MAP NO. 1853. BEING COMMONLY KNOWN AS 8 ABINGTON ROAD, IN THE TOWNSHIP OF WEST ORANGE, ESSEX COUNTY, NEW JERSEY. BEING LOT 3, BLOCK 151.07 ON THE TOWNSHIP OF WEST ORANGE TAX MAP. Parcel ID: 22 00151- 07-00003 For itself, its successors and assigns, Township of West Orange does hereby waive the priority of its mortgage referenced above, in favor of a certain mortgage to JPMorgan Chase Bank, N.A. its successors and assigns, to be executed by Nydia R. Mendez and Gilmar Colonia in the original amount not to exceed $146,000.00 and officially recorded with the Recorder's Office, Essex County, New Jersey and upon the premises above described. Township of West Orange mortgage shall be unconditionally subordinate to the mortgage JPMorgan Chase Bank, N.A , its successors and assigns, in the same manner and with like effect as though they said later encumbrance had been executed and recorded prior to the filing for record of the Township of West Orange , but without in any manner releasing or relinquishing the lien of said earlier encumbrance upon said premises. IN WITNESS WHEREOF, Township of West Orange has caused this Subordination to be executed by its duly authorized representative as of this _________ day of _________________, 2026. (Township of West Orange) By: __________________________ __________________