153-22 Agreement - Montclair State University to Provide COVID-19 Vaccination Services - 2022.pdf

153-22 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into and dated this 14th day of June, 2022 between MONTCLAIR STATE UNIVERSITY hereinafter referred to as "MSU") and the Township of West Orange Health Department c/o the TOWNSHIP OF WEST ORANGE (hereinafter referred to as "Company") NOW, THEREFORE, in consideration of the foregoing premises, and of the mutual covenants and promises herein contained, the parties agree as follows: ARTICLE 1: SCOPE OF SERVICES MSU shall provide Services, as requested by Company, in accordance with the document attached as Schedule A (“Work”). ARTICLE 2: TERM Work to be performed by MSU shall start on (July 1, 2022) and be completed by (June 30, 2023). This Agreement shall be subject to the Company’s award of grant funds through the COVID-19 Vaccination Supplemental Funding Program from the New Jersey Department of Health, Office of Local Public Health. ARTICLE 3: COST AND PAYMENT OF SERVICES 3.1 Agreement Limit. Company shall pay MSU for the work in the Scope of Services and Schedule A on a reimbursable basis, with a contract limit not to exceed (Twenty-six Thousand Dollars ($ 26,000.00). 3.2 Reimbursement. Company shall pay MSU based on the billing rates and other associated costs set forth in Schedule A. All invoices for the Work shall detail the individuals performing the Work, the Work performed and the time spent and materials used in connection with the Work. All invoices submitted to the Company shall be sent to the Company at the address set forth above. 3.3 MSU shall invoice the Company on a monthly basis. All invoices shall be submitted to the Company at the address specified. 3.4 The Company shall make payment in full to MSU within thirty (30) days of the date of each invoice.

3.5 In the event Company fails to make timely payment to MSU, interest shall accrue upon unpaid, undisputed amounts at a rate of 1.5% per month. In the event MSU is required to undertake collection efforts to obtain payment of undisputed amounts past due, Company shall reimburse MSU all collection costs and fees, including attorney’s fees. ARTICLE 4: TAXES MSU shall be responsible for the payment of all applicable taxes with respect to the labor and materials used in connection with the Work, including, without limitation, all unemployment, payroll and social security taxes. MSU is exempt from all New Jersey sales, use and local taxes under N.J.S.A. 54:32B-9A. ARTICLE 5: OWNERSHIP and USE of DOCUMENTS 5.1 Company agrees that any work, discoveries, inventions, or improvements developed by MSU solely or with others, resulting from the performance of this Agreement are the property of MSU, and Company agrees and does hereby assign all rights therein to MSU. Company further agrees to provide MSU with any assistance required to obtain patents or copyright registrations, including the execution of any documents submitted by MSU. 5.2 MSU MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE WORK PRODUCT OR SERVICES, WHETHER TANGIBLE OR INTANGIBLE, CONCEIVED, DISCOVERED OR DEVELOPED UNDER THIS AGREEMENT; OR THE NON-INFRINGEMENT, OWNERSHIP, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT. 5.3 MSU makes no warranty on the work product produced pursuant to this subcontract and is provided “as is” and makes no warranty that it does not infringe the intellectual property rights of any third party. Any intellectual property (including copyrightable work, trademarks and patents) generated by MSU in the course of this Agreement shall be the property of the MSU, but subject to a non-exclusive, revocable royalty-free perpetual license to Company to use the intellectual property for its own internal research purposes. 5.4 Consistent with its status as a non-profit academic institution of higher education, MSU shall be free to publish or otherwise publicly disseminate the results of the services provided pursuant to this Agreement. 5.5 This provision shall survive expiration and termination of this Agreement. ARTICLE 6: INDEMNITY 6.1 Any agreement or

ly disseminate the results of the services provided pursuant to this Agreement. 5.5 This provision shall survive expiration and termination of this Agreement. ARTICLE 6: INDEMNITY 6.1 Any agreement or arrangement signed or entered into on behalf of Montclair State University and/or the State of New Jersey by a State Official or employee shall be subject to all of the provisions of the New Jersey Tort Claims Act, N.J.S.A. 59:1-1 et seq., the New Jersey Contractual Liability Act, N.J.S.A. 59:13-1 et seq. and the availability of appropriations. The

State of New Jersey does not carry Public Liability Insurance, but the liability of the State and the obligation of the State to be responsible for Tort Claims against its employees is covered under the terms and provisions of the New Jersey Tort Claims Act. The State of New Jersey and Montclair State University assume no obligation to indemnify or save harmless the Company, its agents, servants, employees or subcontractors for any claim which may arise out of its performance of this Contract. 6.2 Company shall assume all risk of and responsibility for, and agrees to defend, indemnify and hold harmless MSU, the New Jersey Educational Facilities Authority and the State of New Jersey, including their trustees, officers, employees, volunteers and agent from and against any and all claims, demands, suits, actions, recoveries, judgments, costs and expenses (including reasonable attorney’s fees) in connection therewith on account of the loss of life, property, or injury or damage to the person, body or property, of any person or persons whatsoever, which shall arise from or result directly or indirectly from facilities, materials or services provided by Company to MSU under this contract. This indemnification obligation is not limited by, but is in addition to the insurance obligations contained in this agreement. 6.3 Company shall secure and maintain in force for the Term, insurance coverage provided herein. All insurance coverage is subject to the approval of the University and shall be issued by an insurance company authorized to do business in the State of New Jersey and which maintains an A.M. Best rating of A- (VII) or better. Company shall provide MSU with current Certificates of Insurance for all coverage and renewals thereof which must contain the provision that the insurance provided in the certificate shall not be canceled for any reason except after thirty (30) days written notice to MSU. All insurance required herein shall contain a waiver of subrogation in favor of MSU. All insurance required herein, except Workers' Compensation, shall name MSU, the State of New Jersey, the New Jersey Educational Facilities Authority as additional insureds. Insurance requirements may be satisfied by Company through demonstration of adequate self-insurance. Commercial General Liability insurance written on an occurrence form including independent contractor liability,

uirements may be satisfied by Company through demonstration of adequate self-insurance. Commercial General Liability insurance written on an occurrence form including independent contractor liability, products/completed operations liability, contractual liability, covering but not limited to the liability assumed under the indemnification provisions of this contract. The policy shall not include any endorsement that restricts or reduces coverage as provided by the ISO CG0001 form without the approval of the University. The minimum limits of liability shall not be less than a combined single limit of one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate, two million dollars ($2,000,000) product/completed operations aggregate. A “per location or project endorsement” shall be included, so that the general aggregate limit applies separately to the location or project that is the subject of this contract. Worker's Compensation Insurance applicable to the laws of the State of New Jersey and other State or Federal jurisdiction required to protect the employees of the contracting party and any subcontractor who will be engaged in the performance of this contract. The certificate must so indicate that no proprietor, partner, executive officer or member is excluded. This insurance shall include Employers' Liability Protection with a limit of liability not less than one million dollars ($1,000,000) bodily injury, each occurrence, one million dollars ($1,000,000) disease, each employee, and one million dollars ($1,000,000) disease, aggregate limit. Lower primary

limits will be accepted if employer’s liability insurance is included under the umbrella insurance and the umbrella limit exceeds the employer’s liability limit requirements. ARTICLE 7: TERMINATION Either party may terminate the Agreement, with or without cause, upon thirty (30) days prior written notice to the other party. In the event of termination without cause, Company shall pay MSU for the time spent and materials used in connection with the Work through the effective date of the termination, plus reasonable time and expenses necessary to close out or deliver to the Company copies of the Work, or if the Work is billed on a time and material basis, or a pro rata portion of the fee based upon the percentage of the Work performed, if the Work is billed at a flat fee. ARTICLE 8: INDEPENDENT CONTRACTOR MSU shall remain an independent contractor in the performance of this Agreement, and all employees assigned by MSU to perform shall remain at all times the employees of MSU for all purposes and shall not be deemed to be employees of the Company. ARTICLE 9: NOTICES AND CORRESPONDENCE The Company and MSU designate the following individuals as their representatives for all matters arising under this Agreement. All notices and correspondence related to this Agreement shall be in writing and sent to these representatives at the following addresses by confirmation of delivery, and she be deemed sent on the date received: COMPANY Township of West Orange Health Department 66 Main Street West Orange, NJ 07052 MONTCLAIR STATE UNIVERSITY Vice President for Finance Montclair State University 1 Normal Avenue Montclair, NJ 07043 With a copy to University Counsel ARTICLE 10: CONFIDENTIALITY The parties shall, in accordance with applicable laws, treat as confidential, and shall not disclose to any third party, any information developed in connection with this Agreement that requires confidentiality under applicable law. ARTICLE 11: FEDERAL TERMS

MSU shall comply with the additional terms and conditions applicable to federal grant contracts that are set forth in Schedule B and incorporated herein by reference. ARTICLE 12: MISCELLANEOUS 12.1 This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New Jersey, without regard to choice of law principles, by the Superior Court of New Jersey. 12.2 The parties agree not to discriminate in employment and agrees to abide by all anti- discrimination laws including those contained within N.J.S.A. 10:2-1 through N.J.S.A. 10:2-4, N.J.S.A.10:5-1 et seq. and N.J.S.A.10:5-31 through 10:5-38, and all rules and regulations issued there under. The parties shall also comply with all provisions of the Americans With Disabilities Act (ADA), P.L. 101-336, in accordance with 42 U.S.C. 12101 et seq. 1.4. 12.3 If any provision of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall continue in full force and effect. 12.4 Neither party's delay or failure in enforcing any right or remedy afforded hereunder or by law shall prejudice or operate to waive that right or remedy or any other right or remedy which it shall have available; nor shall any such failure or delay operate to waive either party's rights to any remedies due to a future breach of this Agreement, whether of a like or different character. 12.5 This Agreement constitutes the entire agreement between the parties hereto and supersedes any previous agreements or understandings, whether oral or written. Any printed terms and conditions contained in purchase orders, invoices or other documents issued by the Company or MSU shall be of no effect and shall be superseded by this Agreement. 12.6 No modification or waiver of the provisions of this Agreement shall be valid or binding on either party unless in writing and signed by both parties. 12.7 The headings assigned to the articles of this Agreement are for convenience only and shall not limit the scope and applicability of the articles. 12.8 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns; however, no right or interest in this Agreement shall be assigned by either party without the prior written permission of the other party, and no delegation of any

ctive heirs, successors and assigns; however, no right or interest in this Agreement shall be assigned by either party without the prior written permission of the other party, and no delegation of any obligation owed, nor the performance of any obligation, by either party may be made without the prior written permission of the other party. 12.9 The terms, provisions, representations, warranties and covenants contained in this Agreement that by their sense and context are intended to survive the performance thereof by either party or both parties hereunder shall so survive the completion of performance, expiration or termination of this Agreement.

12.10 Each party agrees to execute such further papers, agreements, documents, instruments and the like as may be necessary or desirable to effect the purpose of this Agreement and to carry out its provisions. 12.11. Montclair State University will not be liable for performance delays or for non- performance due to unforeseen events such as acts of God, war, riot, national or state emergencies, epidemic, labor dispute, fire, casualty, natural disaster, power failure or other circumstances beyond the University’s reasonable control (“Force Majeure”). In the event of Force Majeure, the University shall send notice to the other party indicating those obligations, in whole or part, that cannot be performed as a result of Force Majeure, and the expected duration of the inability to perform. If Force Majeure exists for a period of 30 days or longer, the University may elect to reschedule or terminate the Agreement or Purchase Order. If the University elects to reschedule, the sole remedy provided to the other party shall be satisfaction of the obligations on a mutually agreeable date in the future, and a credit of amounts previously paid. In the event the University elects to terminate, the parties shall have no further obligation to each other except for payment obligations pro-rated to the date of termination. The University’s obligation to make or refund payments to the other party shall be subject to the availability of annual appropriations by the State of New Jersey sufficient to meet all of the University’s annual payment obligations. 12.12. DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN. As a condition precedent to this contract, MSU shall certify that it has no investment activities in Iran. 12.13. This Agreement may be executed in two (2) or more counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement is entered into by the parties as of the day and year first written above and is to be executed by the parties’ duly authorized representatives. Township of West Orange Health Department Signature Print Name Title Date Montclair State University Signature Print Name Vice President for Finance and Treasurer Date

SCHEDULE A Montclair State University, through its School of Nursing faculty and students, will provide vaccine administration and other support services at locations to be identified by the Township of West Orange Health Department on dates and times to be mutually agreed to by the parties. The West Orange Health Department will pay MSU the sum of $26,000 per annum to be prorated on a quarterly basis of $6,500 per quarter and paid within thirty (30) days of receipt of invoice for the term of the contract July 1, 2022 – June 30, 2023.