279-25 NJMS GTBI.West Orange TB Service Agreement RBHS-05105.docx (003).pdf

EXECUTION VERSION 6 NJMS – Essex County Municipality – RBHS-05105 CY2025 Memorandum of Agreement – Global TB Institute 2. Assistance from the local health office of the Township as necessary in gaining access to worksites and schools within the Local Health Jurisdiction for the purpose of assessments related to contact identification, evaluation, and education. 3. Payment as agreed upon in this Agreement is due within thirty (30) days of the date of an invoice submitted by the Township. III. General Provisions A. Mandatory General Provisions 1. During the term of this Agreement , both parties shall comply with all federal, state, and municipal laws, rules and regulations generally applicable to the activities performed pursuant to this Agreement. 2. The award of funds is based on the University’s submission, and the Township’s acceptance, of the Cost Proposal for TB health services, which is incorporated herewith by reference to this Agreement. 3. Each Party shall maintain accurate books and records of all disbursements, funds received, funds spent and funds available as a result of this Agreement. 4. Each of the Parties is an independent entity and neither Party shall hold itself out as an agent, partner, or representative of the other. 5. Failure by either Party to exercise any right or demand performance of any obligation under this Agreement shall not be deemed a waiver of such right or obligation. 6. If any of the provisions of this Agreement are, or become invalid to any extent, the other provisions of this Agreement shall not be affected thereby. In the event of the invalidity of a provision, the Parties agree to accept a provision which reflects as closely as possible the intention of the invalid provision. 7. This Agreement may not be assigned without the prior written consent of either of the Parties. 8. Each Party agrees to assume responsibility for any and all claims, demands, actions, settlements, or judgments involving either intentional or unintentional conduct, other than intentional malicious criminal wrongdoings, based upon or arising out of the activities described in this Agreement , to the extent that such claims, demands, actions, settlements, or judgments are occasioned by the sole negligence, actions, or omissions of each party, its officers, trustees, faculty, students, or employees. Any claims, demands, actions, settlements, or

lements, or judgments are occasioned by the sole negligence, actions, or omissions of each party, its officers, trustees, faculty, students, or employees. Any claims, demands, actions, settlements, or judgments brought or made against University, or its officers, trustees, faculty, students or employees shall be governed byDocusign Envelope ID: 77D43CF0-E0B2-4E8B-998E-ADDA677D4897