6-10 Agreement

B. TOWNSHIP'S INDEMNIFICATION It is mutually recognized that the Consultant is being retained by the Township as its personal consultant, and the Consultant is not expected to be directly liable to other parties including those who will be performing rehabilitation services or those who will be the beneficiaries of such services. To the extent the Consultant is protected directly or derivatively by the provisions of the New Jersey Tort Claims Act, Title 59, New Jersey Revised Statutes, nothing herein shall be interpreted or construed to diminish that protection. Except for breach of warranty, gross negligence or recklessness on the part of the Consultant, the Township agrees to defend, indemnify and hold the Consultant harmless from and against any claims, liabilities, actions, proceedings, and costs or expenses as may arise from or be asserted by reason of any actual or alleged misrepresentation or omission concerning the fulfillment of the consultant's contractual duties. VIL TOWNSHIP RESPONSIBILITIES The Township shall provide the following assistance to the Consultant, to assure effective implementation of the services as set forth in Article II of this Contract. This assistance shall be as follows: A. OFFICE SPACE The Township shall provide office space adequate to meet the program needs as available. B. __EOUIPMENT The Township shall provide access to and use of necessary office equipment during normal business hours, including such items as desks, chairs, file cabinets, computer, typewriter and similar items. This equipment shall be used and remain in the Municipal Building. C. __SERVICES The Township shall make provision for photocopy and telephone equipment usage and services. D. STAFF AND COOPERATION The Township shall provide for overall cooperation of Township staff and officials, including administrative, code enforcement and inspection personnel.

VIII. OTHER PROVISIONS This Agreement is subject to the provisions of Exhibit A entitled, "General Terms and Conditions", a copy of which is attached hereto and by reference thereto incorporated herein. IX. ___ GOVERNING LAWS The validity and interpretation of this contract and each clause and part thereof shall be governed by the laws of the State of New Jersey. IN WITNESS WHEREOF, the Township and the Consultant have executed this Agreement. Township of West Orange Community Action Services BY: __________________________________ BY: John F. McKeon, Mayor Steven J. Weinberg, Director Attest: Witness:

"EXHIBIT A" GENERAL TERMS AND CONDITIONS I. Extent of Agreement - This agreement represents the entire and integrated agreement between the Township and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This agreement may be amended only by written instrument signed by both the Township and the Consultant 2. Termination of Contract - If, through any cause, the Consultant shall fail to fulfill in timely and proper manner his obligations under this Contract, or if the Consultant shall violate any of the covenants, agreements, or stipulations of the Contract, or the Township determines the services are no longer needed, the Township shall thereupon have the right to terminate this Contract by giving written notice to the Consultant of such tenmination and specifying the effective date thereof; at least five days before the effective date of such termination. In such event, all finished or unfinished documents, data, studies, and reports prepared by the Consultant under this Contract shall, at the option of the Township become its property. Notwithstanding the above, the Consultant shall not be relieved of liability to the Township for damages sustained by the Township by virtue of any breach of Contract by the Consultant, and the Township may withhold any payments to the Consultant for the purpose of setoff until such time as the exact amount of damages due the Township from the Consultant is determined. 3. Limited Warranty by Consultant - The Consultant shall render services under this agreement in accordance with generally accepted professional practices. The Consultant shall not, however, be responsible for delays caused by employees and/or agents of the Township, nor shall the Consultant be responsible for acts or omissions of the Township's employees and/or agents, provided that the Consultant gives timely notice to the Township of any such events. 4. Damages - Neither party shall hold the other responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the other or the other's employees and agents. 5. Compliance with Local Laws - The Consultant shall comply with all applicable laws, ordinances, and codes of the State and local governments. 6. Ownership of Material - Ownership of all data, material, manuals, and

th Local Laws - The Consultant shall comply with all applicable laws, ordinances, and codes of the State and local governments. 6. Ownership of Material - Ownership of all data, material, manuals, and documentation originated and prepared for the Township pursuant to this contract shall belong exclusively to the Township.

7. Records Access & Retention - The Township or any of their duly authorized representatives shall have access to any books, documents, papers, and records of the Consultant which are directly pertinent to this Agreement for the purpose of making audit, examination, excerpts, and transcriptions. All such records shall be retained in West Orange Town Hall. 8. Audit - The Township or any of their duly authorized representatives shall have access to any books, documents, papers, and recourse of the Consultant which are directly pertinent to a specific program for the purpose of making audit, examination, excerpts, and transcriptions and anything else. 9. Assignability - The Consultant shall not assign any interest in this Contract; and shall not transfer any interest in the same (whether by assignment or otherwise) without the prior written approval of the Township. Provided, however, that claims for money due or to become due the Consultant from the Township under this Contract may be assigned to a bank, or to a Trustee in Bankruptcy, without such approval, notice of any such assignment or transfer shall be furnished promptly to the Township in writing, signed by the consultant. 10. Equal Employment Opportunity - In compliance with Federal Executive Orders 11246 and 11375, applicable Federal regulations and New Jersey State laws, in carrying out this Agreement the Consultant shall not discriminate against any employee or applicant for employment because of race, creed, color, national origin, nationality, ancestry, age, sex, marital status, atypical cellular or blood trait, liability for military service, ornamental or physical disability, subject only to conditions and limitations applicable alike to all persons. The Consultant shall take affirmative action to insure that applicants for employment are employed, and that employees are treated during employment without regard to race, creed, color, national origin, nationality, ancestry, age, sex, marital status, atypical cellular or blood trait, liability for military service or mental or physical disability, subject only to conditions and limitations applicable alike to all persons. Such action shall include, but not be limited to: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, selection for

l include, but not be limited to: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, including apprenticeship, and setting of working conditions. 11. Compliance with Local Laws - The Consultant shall comply with all applicable laws, ordinances and codes of the State and local governments. 12. Remedies - Unless otherwise provided in this Agreement, all claims, counterclaims, disputes and other matters in question between the Township and Consultant arising out of or relating to this Agreement or the breach of it will be decided by arbitration if the parties mutually agree, or in a court of competent jurisdiction within the State of New Jersey. In the event the parties agree to arbitration, same shall be conducted in accordance with the applicable rules of the American Arbitration Association, the outcome shall be binding upon the parties, and judgement upon the award rendered

by the arbitrator(s) maybe entered in any court having jurisdiction thereof