Township Council Meeting — Packet

The Contractor shall, at its sole cost and expense, defend, indemnify, and hold harmless the Township, including their employees, officers, agents, servants, representatives, and officials, from and against any and all claims, actions, lawsuits, penalties, fines, losses, damages, liabilities, judgments, demands, and expenses, including, but not limited to, attorney’s fees and costs which arise out of the performance of this Agreement. This indemnification provision shall include, and not be limited to, the following: the violation of any records retention policy, including without limitation, the Attorney General Law Enforcement Directive 2021-5. Additionally, this indemnification provision shall apply to any and all claims, actions, judgments, penalties, liabilities, damages, losses or expenses, caused in whole or in part, by the negligence, professional error, or omission of the Contractor or any person employed by it. The Contractor shall provide to the Township with evidence that, at all times during the term of this Agreement, it has obtained statutory professional liability and any other statutorily required coverages. No limitations on the foregoing indemnity shall impair or limit the Township’s recourse to the insurance coverage set forth herein. 18. TERMINATION The Township may terminate the Agreement upon twenty (20) days written notice to the other party. Upon such termination, the Township shall pay the Contractor for all services performed hereunder up to the date of such termination in accordance with the payment terms of this Agreement as well as all reasonable costs and expenses incurred by the Contractor in effecting the termination, including, but not limited to non-cancelable commitments and demobilization costs. 19. FORCE MAJEURE Neither Party shall be liable to the other, or considered in default or breach of this Agreement, for any failure or delay in performing its obligations, except for obligations to make payments already owed, if the failure or delay results from circumstances beyond the impacted Party’s reasonable control. Such circumstances include, but are not limited to: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war; (d) government order or law; (e) actions, embargoes, or blockades; (f) national or regional emergency; (g) strikes, labor stoppages, slowdowns, or other

flood, fire, earthquake, or explosion; (c) war; (d) government order or law; (e) actions, embargoes, or blockades; (f) national or regional emergency; (g) strikes, labor stoppages, slowdowns, or other industrial disturbances; (h) epidemic, pandemic, or State of Emergency