6-10 Agreement

"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.