313-10 Attachment

450253.3 313-10 December 14, 2010 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made as of this 1st day of December, 2010; By and between the Township of West Orange (the "Township") and NW Financial Group, L.L.C., with offices at 10 Exchange Place, 17th Floor, Jersey City, New Jersey 07302 (the "Consultant"): WHEREAS, the Township is exploring the potential of rehabilitating and redeveloping certain areas of the Township; and WHEREAS, it is necessary for the Township to obtain professional financial advisory services in order to accomplish these goals; and WHEREAS, the Consultant has provided professional financial advisory services to a number of municipalities and other governmental entities within the State of New Jersey; and WHEREAS, the Township desires to engage the Consultant to provide professional financial advisory services as described further herein, NOW, THEREFORE, in consideration of the mutual promises and agreements made hereinafter, the parties agree as follows: Section 1. Scope of Services. a. The Consultant shall provide professional financial advisory services with respect to prospective redevelopment and rehabilitation within the Township as requested by the Township. b. When requested, the Consultant shall evaluate, including in writing if requested, any and all financial issues related to redevelopment or rehabilitation. For example, but not by way of this limitation, this may include an analysis of pro formas submitted by prospective developers or an analysis of proposed payment in lieu of tax schedules. c. When requested, the Consultant shall also evaluate and advise the Township with respect to any other financial issues presented to the Township relating to the Township’s redevelopment and rehabilitation initiatives, including but not necessarily limited to the prospective issuance of bonds, notes or other obligations. d. The Consultant shall attend meetings with Township officials and other interested parties as requested by the Township. e. The Consultant shall make such public presentations and shall issue such written reports as may be requested by the Township. Section 2. Duration of Agreement This agreement shall become effective on December 1, 2010 and shall expire on November 30, 2011. This contract may be terminated any time by the Township or the Consultant on thirty days (30) days written notice. Section 3.

come effective on December 1, 2010 and shall expire on November 30, 2011. This contract may be terminated any time by the Township or the Consultant on thirty days (30) days written notice. Section 3. Representation of the Parties. a. The Consultant is an independent financial advisory firm, not a Township employee. The Township shall provide a form 1099 to the Consultant for tax reporting purposes. b. The Consultant shall not be required to supervise any Township employee. c. The Consultant shall exercise due diligence in carrying out its consulting tasks and utilize best practices in providing financial advice.