Conference/Public Meeting Agendas/Documents — Packet

| i i i i This agreement is between the West Orange Insurance Fund Commission (WOIFC) and Peter Soriero /DBA Allied Risk Management Services (ARMS) 3 Cypress Point Lane, Monroe Twp, NJ 08831 SECTION ONE: SCOPE OF SERVICES For the period March 1, 2012 to February 28, 2013, ARMS hereby agrees to serve as a consultant to the West Orange Insurance Fund Commission. The scope of services provided by ARMS is as follows: Assist the Township of West Orange in identifying its insurable Property & Casualty exposures and to recommend professional methods to reduce, assume or transfer the risk or loss. Assist Township of West Orange in understanding the various insurance policies and coverage currently in place. Determine if current coverage is adequate or excessive, Create a spreadsheet of all current policies with limits, premiums, renewal dates and other pertinent information, The purpose of this spreadsheet is to keep the Township informed of coverage and renewal dates. Advise the Town’s insurance brokers of expected dates of renewal proposals . This will improve the Town’s ability to analyze proposals with ample time prior to renewal. Review Certificates of Insurance from contractors, vendors and professionals when requested by the Township Assist the Township in the preparation of its annual insurance budget. Review in house procedures for claims reporting and review claims on a quarterly basis to determine trends and problem areas. At the request of the Town attend any Insurance Fund meetings. SECTION: TWO COMPENSATION The WOIFC agrees to pay the ARMS the sum of $20,000 per year for the services listed in Section 1. Payments to be made in equal quarterly installments in the amount of $5,000 on June 1, 2012, September 1, 2012, December 1, 2012 and March I, 2013. Payment is based on the availability of funds for the covered period. SECTION THREE: BILLING PROCEDURES ARMS shall submit the proper vouchers to the WOIFC in accordance with applicable law and regulations SECTION FOUR: STATUS OF CONSULTANT It is hereby agreed that ARMS is an independent contractor and is not considered an employee of the Town of West Orange during the performance of his duties as outlined in Section One. The Town of West Orange and the WOIFC agree to defend the consultant in the event a claim or lawsuit is bought against the Town or the WOIFC for any actions involving the

s as outlined in Section One. The Town of West Orange and the WOIFC agree to defend the consultant in the event a claim or lawsuit is bought against the Town or the WOIFC for any actions involving the administration of the insurance programs. It is also understood that the Town of West Orange and the WOIFC will cooperate fully with the consultant in the performance of his duties as outlined in Section One,

: i i SECTION FIVE: NON ASSIGNMENT Consultant is prohibited from assigning this agreement to any other parties without the written authorization from the Town or the WOIFC. SECTION SIX: TERM, TERMINATION and JURISTICTION The term of this agreement is for one year commencing on March 1, 2012 and ending on February 28, 2013. It is understood that the continuation of this contract is pending the availability of funds in subsequent fiscal years and if the funds are not available in subsequent fiscal years than this agreement shall be canceled. The terms of this agreement are subject to the laws of the State of New Jersey and any disputes between the parties shall be heard in the applicable court of law. This agreement may be cancelled with thirty (30) days written notice by either party. In witness whereof, the signatures below verify the acceptance of the terms of this agreement by the parties involved. Signed on this day in the month of in the year 2012 WITNESS PETER SORIERO WITNESS FOR WEST ORANGE

117-12 June 12, 2012 RESOLUTION WHEREAS, the Township Insurance Commission has recommended the continued retention of Allied Risk Management Services (“Allied”) as a consultant to the Insurance Commission regarding insurance and related issues; and WHEREAS, the Insurance Commission has previously engaged the services of Allied; and WHEREAS, the proposed contract annexed hereto shall not exceed $20,000, payable $5,000 per quarter. NOW, BE IT HEREBY RESOLVED that the Township Council of West Orange hereby authorizes the Mayor to enter into an agreement with Allied Risk Management Services not to exceed $20,000 annually. RESOLVED that the within award is a professional services contract which need not be subject to the open public bidding laws; and BE IT FURTHER RSEOLVED that the Municipal Clerk shall cause notice of the within award to be published in accordance with applicable law. Patricia Spango Karen J. Carnevale Council President Municipal Clerk I hereby certify funds are available from: Municipal Insurance ACCOUNT NO.: 62-2010-00-6690-062 John O. Gross, Chief Financial Officer Adopted: June 12, 2012

118-12 MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT (hereinafter this "Agreement") is made and entered into as of this _____ day of June, 2012, by and between TOWNSHIP OF WEST ORANGE (the “Township”), having an address of 66 Main Street, West Orange, New Jersey 07052 and the National Ovarian Cancer Coalition (“NOCC”), having an address of 2501 Oak Lawn Avenue, Suite 435, Dallas, Texas 75219. WITNESSETH Whereas, the Township, through the West Orange Downtown Alliance, has sponsored the Downtown Classic 5K run along Main Street in West Orange; and Whereas, the Township has sponsored this run for several years and each year several hundred people have attended; and WHEREAS, the Township now desires to enter into an agreement that would allow the NOCC to participate in this year’s Downtown Classic 5K run, which is scheduled to be held on Sunday, September 23, 2012 (the “Event”); NOW, THEREFORE, in consideration of the covenants and agreements hereinafter contained, the parties hereto agree as follows: 1. The Event shall be held on Sunday, September 23, 2012 from approximately 9:30 a.m. to 1:00 p.m. 2. The Township shall and hereby does agree to share with the NOCC, after subtracting any direct expenses incurred by either the Township and/or the West Orange Downtown Alliance, seventy percent (70%) of the net profits generated from the Event. The remaining thirty percent (30%) of the net profits shall be retained by the Township. It is anticipated that profits will be generated from the registration fee paid by participants of the Event and any donations received by either the West Orange Downtown Alliance or the NOCC, its members or agents. The NOCC shall be entitled to receive an accounting of the money raised from the Event prior to the disbursement of any funds. 3. The NOCC will provide its own publicity and fundraising efforts for the Event in coordination with the West Orange Downtown Alliance. The West Orange Downtown Alliance reserves the right to approve any and all publicity/fundraising material that is distributed in connection with the Event. Any use of the NOCC name, logo, or stationery in mailings, advertising, or for the media shall be pre-approved by the NOCC. 4.

ing material that is distributed in connection with the Event. Any use of the NOCC name, logo, or stationery in mailings, advertising, or for the media shall be pre-approved by the NOCC. 4. The NOCC shall provide a representative who will be available and present at the Event for purposes of assisting the West Orange Downtown Alliance with any fundraising, public relations and/or marketing issues.

5. The NOCC shall provide proof of liability insurance with a minimum combined single limit of One Million ($1,000,000.00) dollars for bodily injury and property damage. The NOCC shall provide an original Certificate of Insurance to this effect upon signing this agreement. The NOCC’s policy shall name the Township of West Orange and the West Orange Downtown Alliance as additional insureds. 6. The NOCC agrees to defend, indemnify, hold and save harmless the Township and the West Orange Downtown Alliance, its respective members, officers, representatives, employees from and against any and all claims, suits, damages, judgments and expenses (including reasonable attorneys fees) resulting wholly or in part from any acts or omissions by the NOCC or the NOCC’s agents, employees, guests, licensees, invitees, assignees or successors during the Event. 7. It is understood and agreed that all understandings and agreements heretofore had between the Township and the NOCC regarding the Event are merged in this Agreement, which alone fully and completely expresses their agreement, and that the same is entered into after full investigation, neither party relying upon any statement or representation not embodied in this Agreement, made by the other. 8. This Agreement may not be changed or terminated orally. It shall only be modified by written agreement. 9. The Parties hereby acknowledge that the Agreement shall be construed, interpreted and enforced in accordance with the laws (excluding conflicts of law principles) of the State of New Jersey, and before the courts of the State of New Jersey. 10. This Agreement may be executed in several counterparts, which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. TOWNSHIP OF WEST ORANGE Dated: ____________ Signed: NATIONAL OVARIAN CANCER COALITION Dated:____________ Signed: 2

118-12 June 12, 2012 RESOLUTION WHEREAS, the Township of West Orange (“Township”), through the West Orange Downtown Alliance, sponsors the Downtown Classic 5K run along Main Street in West Orange; and WHEREAS, the Downtown Classic 5K run is scheduled to take place this year on Sunday, September 23, 2012 from approximately 9:30 am until 1:00 pm; and WHEREAS, the Township desires to enter into an agreement that would allow the National Ovarian Cancer Coalition to participate in this year’s Downtown Classic 5K run; and WHEREAS, through an agreement the Township would share with the National Ovarian Cancer Coalition, after subtracting any direct expenses incurred by either the Township or the West Orange Downtown Alliance, seventy percent (70%) of the net profits generated from the Downtown Classic 5K run, with the remaining thirty percent (30%) of net profits to be retained by the Township; and WHEREAS, the National Ovarian Cancer Coalition has agreed to provide its own publicity and fundraising efforts for the event in coordination with the West Orange Downtown Alliance; and WHEREAS, the National Ovarian Cancer Coalition has also agreed to provide the Township with proof of liability insurance and to indemnify and hold the Township harmless from any claims, suits, damages, or judgments resulting wholly or in part from any acts or omissions of the National Ovarian Cancer Coalition or their agents, employees, guests, licensees, invitees, assignees or successors during this year’s Downtown Classic 5K run; and WHEREAS, annexed hereto is a copy of the Memorandum of Agreement to be executed by the Township of West Orange and the National Ovarian Cancer Coalition; NOW, THEREFORE BE IT RESOLVED, by Township Council of the Township of West Orange that the Mayor be and hereby is authorized to execute the annexed Memorandum of Agreement; and it is further RESOLVED, that the Municipal Clerk shall attest to the Mayor's signature on the annexed Memorandum of Agreement. Karen J. Carnevale Patricia Spango Municipal Clerk Council President Adopted: June 12,

exed Memorandum of Agreement. Karen J. Carnevale Patricia Spango Municipal Clerk Council President Adopted: June 12, 2012

120-12 June 12, 2012 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 May 29, 2012 shall 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. () 5. Pending or anticipated litigation or contract negotiation in which this body is or maybe a party. () 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