79-26 MT Contracting Structural Improvements at OSPAC v2 DJH.pdf

7 contractual relationship and to protect the interests of the Public Entity as required by New Jersey law. 10.15. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement shall be instituted exclusively in the courts of the State of New Jersey, County of Essex. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. ARTICLE 11. CONFLICTING INFORMATION 11.1. The CONTRACTOR shall comply with all State and Local Laws and Regulations in carrying out the terms of the contract ARTICLE 12. HOLD HARMLESS AGREEMENT 12.1. The contractor shall defend, indemnify and hold harmless the Township, its agents, servants and administrators from and against any and all claims or actions at law, whether for personal injury, property damage or liability, including any costs of defense incurred by the Township and any payment, recoveries and judgment against the Township, which arise from any actions or omissions as vendor, its agents or employees in execution of the work and/or duties to be performed under the contract. 12.2. Costs shall be deemed to include, but not limited to attorney’s fees, filing expenses, expert witness fees, reproduction costs, and long-distance travel and phone expenses in connection with the defense and shall bear the prevailing interest rate, where applicable. 12.3. The CONTRACTOR shall be responsible for the damage to person or property caused or alleged to have been caused by or incidents to Work under the aforementioned Contract without expense to the Township, its agent’s servants and/or administrators. ARTICLE 13. INSURANCE 13.1 Throughout the life of this Contract, the Construction Contractor shall pay for and maintain in full force and effect with an insurance company(s) (Company) admitted by the New Jersey Department of Banking & Insurance to do business in the State of New Jersey and rated not less than “A- VIII” in Best Insurance Key Rating Guide, the following policies of insurance: 13.1.1 REQUIRED COVERAGES - the following may be provided through a combination of primary and excess policies in order to meet the minimum limits set forth below:

8 13.1.2 Workers’ Compensation: Provided in the State of New Jersey and elsewhere as may be required and shall include: a) Workers’ Compensation Coverage: Statutory Requirements Where applicable, if the Construction Contractor is lending or leasing its employees to the Township for the work under this contract (e.g. crane rental with operator), it is the Construction Contractor’s responsibility to provide the Workers Compensation and Employer’s Liability coverage and to have their policy endorsed with the proper Alternate Employer Endorsement. 13.1.3 Commercial General Liability: As per Section 11 of the Bid Specs, The Contractor shall secure and maintain such insurance from insurance company authorized to write casualty insurance in the State as will protect himself, his subcontractors, and the Owner from claims for bodily injury, death or property damage which may arise from operations under this Contract. The Contractor shall not commence work under this Contract until he has obtained all insurance required under this section and until he has filed a certificate of insurance with the Owner. Each insurance policy shall contain a clause providing that it shall not be canceled by the insurance company without ten (10) days written notice to the Owner of intention to cancel. An endorsement showing the Township of West Orange to be additionally insured shall be included in all policies as follows: "The Township of West Orange, its officers, agents, servants, and employees, as their interest may appear, are covered by this policy". The amounts of such insurance shall not be less than the following: a) Injury or death $1,000,000 per occurrence/ $2,000,000 aggregate b) Property Damage $250,000 per occurrence/ $500,000 aggregate c) Fire and Extended Coverage Equal to Bid Price 13.1.4 Automobile Liability: When autos are used in conjunction with contracts/agreements with Township, entity’s coverage must include All Owned, Hired and Non-Owned Vehicles (or “Any Auto”). If you do not have any Owned Vehicles, you are still required to maintain coverage for Hired and Non-Owned Vehicles as either a standalone policy or endorsed onto the Commercial General Liability policy above (CA 0001). Minimum limits of liability: a) Injury or death $1,000,000 occurrence/

9 $2,000,000 aggregate b) Property Damage $250,000 occurrence/ $500,000 aggregate c) Contractor general liability $1,000,000 occurrence/ Including completed operations $2,000,000 aggregate All coverages shall be in a form and with insurers acceptable to Owner. Contractor shall ensure that insurance policies are endorsed to provide at least thirty (30) days written notice to Owner prior to any material change or cancellation of coverage. Contractor, prior to commencing any work, shall submit Certificate of Insurance to Owner evidencing compliance with the above requirements. Certificate of Insurance shall also list the Township of West Orange as additionally insured. ARTICLE 14. RECORD RETENTION STATE REQUIRED RECORD RETENTION - N.J.S.A. 52:15C-14(d) and N.J.A.C. 17:44- 2.2: The Contractor shall maintain all documentation related to products, transactions or services under this contract for a period of five years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptroller upon request. Refusal by the Contractor to provide information upon request by the State Comptroller, or otherwise impede or fail to cooperate with any audit or performance review, the State Comptroller may recommend to the Township of West Orange that the person be subject to termination of their contract, or temporarily or permanently debarred from contracting with the Township. IN WITNESS WHEREOF, the Township and the Contractor have executed this Agreement as of the date first written above. ATTEST: TOWNSHIP OF WEST ORANGE ______________________________ BY: _______________________________ KAREN CARNEVALE, SUSAN McCARTNEY, MUNICIPAL CLERK MAYOR ATTEST: MT CONTRACTORS LLC

10 ______________________________ BY: ______________________________ [Print Name] [Print Name]