111-26 Agreement.pdf

111-26 JANITORIAL SERVICES AGREEMENT This Janitorial Services Renewal Agreement (the "Agreement") is entered this 24th day of March, 2026, between the Township of West Orange ("Township"), with an address of and 66 Main Street, West Orange, NJ 07052 and One Total Cleaning Services, LLC, with legal address and legal place of business at, 130 Garfield Ave., Plainfield NJ, 07062 ("Contractor") (collectively, the "Parties"). WITNESSETH: WHEREAS, the Township solicited responses to Bid Specifications for the award of a Contract for Janitorial Maintenance Services at several municipal buildings owned by the Township, annexed hereto as Exhibit “A”; and WHEREAS, on March 3, 2026, the Contractor submitted the lowest bid for the Bid Specifications at an amount totaling $63,911.25 per year with optional hourly rates of $33.00 per hour for buffing floors and shampooing carpet; a copy of the Contractor’s bid submission is annexed hereto as Exhibit “B”. NOW THEREFORE, IN CONSIDERATION of the covenants and conditions herein and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows: 1. Services. The Work covered under this contract is generally described in the Bid Specifications, attached hereto as Exhibit “A”, together with the Bid Documents, annexed hereto as Exhibit “B”, identified by the signatures of the parties hereto are hereby incorporated as a part of this Agreement as if same were set forth at length herein. The major items covered under this contract are clearly described in the Bid Proposal Form. Contractor shall perform janitorial services and provide all cleaning supplies, equipment and materials required therefore (collectively, "Cleaning Supplies") at the Township facilities in compliance with the Bid Specifications annexed hereto as Exhibit A and are incorporated herein and made a part hereof as though fully set forth herein, and in strict compliance with the terms and conditions herein (the "Cleaning Services"). 2. Term. The Term of this Agreement shall be for the period of two years commencing on April 1, 2026 and ending on March 31, 2028 with an option to extend for an additional year if acceptable to both parties.

e Term of this Agreement shall be for the period of two years commencing on April 1, 2026 and ending on March 31, 2028 with an option to extend for an additional year if acceptable to both parties. 3. Contract Price. The Township shall pay Contractor for the Cleaning services pursuant to this Contract at the bid price agreed upon in the Contractor’s bid proposal: $63,911.25 per year with additional optional hourly rates of $33.00 per hour for buffing floors and shampooing carpeting, which includes all costs of Contractor performing the Cleaning Services in strict compliance with the terms and conditions herein, including but not limited to providing all Cleaning Supplies.

4. Payment Procedures. Any provision of the Contract Documents notwithstanding, the Township shall not be obligated to make a payment or payments to the Contractor, which is otherwise due if, and for so long as, any one or more of the conditions set forth in this paragraph exists. (i) Contractor’s Application for Payment is not in the form or supported by the documentation required by this Agreement. (ii) Any part of such payment is attributable to work, which is defective or not strictly conforming to the requirements of the Contract Documents. (iii) Reasonable evidence exists of damage or loss to the Township or to a third-party to whom the Township is or may be liable, unless such liability has been accepted by Contractor’s insurer. (iv) Reasonable evidence exists that the work cannot be completed within the contract time and that the unpaid balance would be inadequate to cover actual damages or, if applicable, liquidated damages, for the anticipated delay. (v) Reasonable evidence exists that the work cannot be completed for the unpaid balance of the Contract Sum. (vi) Contractor is in default of any material obligations under the Contract Documents, after written notice by the Township of such default to Contractor, and the Contractor has been given a reasonable opportunity to cure such default. In the event that any of the foregoing conditions exist, the Township shall be entitled to withhold from any sum then due or thereafter to become due, including from retained sums, an amount sufficient in the reasonable judgment of the Township to satisfy, discharge and defend against such claims and to make good any losses, prospective losses, costs, attorney’s fees, and other expenses which may result from the existence of such conditions. All other amounts due to the Contractor shall be paid as and when due. Any provision of the Contract Documents notwithstanding, the Township shall not be obligated to make a payment or payments to the Contractor which is otherwise due, if, and for so long as, any one or more of the conditions set forth in this section exist. In the event that the Township withholds payment to the Contractor pursuant to this paragraph, the Township shall withhold only that amount that the Township reasonably believes constitutes a sum equivalent to the value of the item of

hholds payment to the Contractor pursuant to this paragraph, the Township shall withhold only that amount that the Township reasonably believes constitutes a sum equivalent to the value of the item of dispute, and shall release the balance payable under the affected Application for Payment. 5. Non-Discrimination. A. Contractor shall not discriminate against any worker, employee or applicant for employment because of religion, race, sex, color, national origin, marital status, ancestry, age, physical or mental disability unrelated to ability, or an unfavorable discharge from the military service, nor otherwise commit an unfair employment practice. Contractor further agrees that this article will be incorporated by the Contractor in all contracts entered into with subcontractors furnishing skilled, unskilled and/or craft skilled labor and/or who may otherwise perform any such labor or services in connection with this Contract. B. The Contractor shall comply with all applicable federal, state and local sexual harassment laws.

6. Compliance with Law. All goods, materials, supplies, equipment, and all labor furnished by Contractor and subcontractors of every tier shall comply with all applicable Federal, State and local laws, rules, and regulations relative thereto including, but not limited to, all regulations, rules and/or laws as required by the Federal Occupational Safety and Health Act (OSHA), the New Jersey Department of Labor (NJDOL), the U.S. Department of Labor (USDOL), EEOC, the New Jersey Department of Human Rights (collectively, the "Laws"). To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the Township, its officials, officers, employees, and agents from loss or damage, including, but not limited to, attorney's fees, and other costs of defense by reason of actual or alleged violations of any Laws or Law. This obligation shall survive the expiration and/or termination of this Agreement. 7. Indemnity. To the fullest extent permitted by law, the Contractor shall indemnify, defend and hold harmless the Township, and its officials, officers, employees, and volunteers, against all injuries, deaths, damage to property, loss, damages, claims, suits, liens, lien rights, liabilities, judgments, costs and expenses, which may in any way arise directly or indirectly from (i) the Cleaning Services and/or any Repair Work provided hereunder; (ii) any acts and/or omissions of or on behalf of the Contractor, its employees, contractors, sub- contractors of any tier, suppliers, and/or agents; and/or (iii) any breach or default under this Agreement by Contractor; in which case Contractor shall at its own expense, appear, defend and pay all charges of attorneys and costs and other expenses arising therefrom or incurred in connection therewith, and if any judgment shall be rendered against the Township in any such action, Contractor agrees that any bond or insurance protection required herein, or otherwise provided by Contractor, shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Township as herein provided. This obligation shall survive the expiration and/or termination of this Agreement. 8. Binding Obligation and Non-Assignability. Contractor shall not assign and/or delegate the whole or any part of this Agreement without the written consent of the

tion of this Agreement. 8. Binding Obligation and Non-Assignability. Contractor shall not assign and/or delegate the whole or any part of this Agreement without the written consent of the Township. All subcontractors shall be approved by the Township. Any such unapproved assignment and/or delegation shall be null and void. 9. Taxes. Contractor and Subcontractors shall be responsible for and pay any and all applicable taxes, including sales and use taxes, on such leased tools, machinery, equipment or other property and upon such unincorporated supplies and materials. Any such taxes are included in the Contract Sum set forth in paragraph three herein. 10. Investigations by Contractor. Contractor has made such investigations as it deems necessary to perform the Cleaning Services required hereunder, including, but not limited to, Project Sites inspections, and represents and warrants that Contractor can perform the Cleaning Services in strict compliance with the terms and conditions herein. No plea of ignorance of conditions that exist or of conditions or difficulties that may be encountered in the execution of the Cleaning Services under this Agreement as a result of failure to make the necessary investigations will be accepted as an excuse for any failure or omission on the part of Contractor to fulfill in every detail all of the requirements of this Agreement, or will be accepted as a basis for any claims whatsoever, for extra compensation.

11. Insurance Requirements. Throughout the duration of the Agreement, and any extensions and/or renewals thereof, Contractor, at its sole cost, shall maintain insurance within minimum amount of coverage set forth in the bid specifications: Worker’s Compensation and Employer’s Liability Insurance: This insurance shall be maintained in full force during the life of this contract by the vendor covering employees engaged in performance of this contract pursuant to N.J.S.A. 34:15-12(a) and N.J.A.C. 12:235-1.6. Minimum Employer’s Liability $1,000,000.00. General Liability Insurance: This insurance shall have limits of not less than $3,000,000.00 any one person and $3,000,000.00 any one accident for bodily and $3,000,000.00 aggregate for property damage, and shall be maintained in force during the life of the contract. Automobile Liability Insurance: This insurance covering vendor for claims arising from owned, hired and non-owned vehicles with limits of not less than $3,000,000.00 any one person and $3,000,000.00 any one accident for bodily injury and $3,000,000.00 each accident for property damage, shall be maintained in force during the life of this contract. Certificates of Required Insurance: Certificates as listed above shall be submitted along with the contract as evidence covering Comprehensive General Liability, Comprehensive Automobile Liability, and where applicable, necessary Worker’s Compensation and Employer’s Liability Insurance. Such coverage shall be with acceptable insurance companies operating on an admitted basis in the State of New Jersey and shall name the Township as an additional insured. Self-insured vendors shall submit an affidavit attesting to their self-insured coverage and shall name the Township as an additional insured. The Contractor will cause the Township and its officials, officers, employees and volunteers, to be named as Additional Insured (the "Additional Insured") under the CGL, Business Auto Liability, and Excess Liability/Commercial Umbrella Coverage. Any endorsement(s) or provision(s), which limits contractual liability, shall be deleted in their entirety. Said insurance coverage shall be primary with respect to the Additional Insured, and shall state that it shall apply separately to each insured against whom claim is made or suit is brought. Any insurance or self-insurance maintained by the Additional

ct to the Additional Insured, and shall state that it shall apply separately to each insured against whom claim is made or suit is brought. Any insurance or self-insurance maintained by the Additional Insured, or any of them, shall be in excess of the Contractor's insurance and shall not contribute with it. CGL insurance shall be written on Insurance Services Office (ISO) occurrence or a substitute form providing equivalent coverage, and shall cover liability arising from premises, operations, administration of the work, independent contractors, subcontractors, sub-subcontractors, vendors and suppliers, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract).

A. Evidence of Insurance. Prior to beginning work, the Contractor shall furnish the Township with a certificate(s) of insurance and applicable policy endorsement(s), executed by a duly authorized representative of each insurer, showing compliance with the insurance requirements set forth above. All certificates shall provide for 30 days' written notice to the Township prior to the cancellation or material change of any insurance referred to therein. Written notice to the Township shall be by certified mail, return receipt requested. Failure of the Township to demand such certificate, endorsement or other evidence of full compliance with these insurance requirements or failure of the Township to identify a deficiency from evidence that is provided shall not be construed as a waiver of Contractor's obligation to maintain such insurance. The Township shall have the right, but not the obligation, to prohibit the Contractor from beginning work until such certificates or other evidence that insurance has been placed in complete compliance with these requirements is received and approved by the Township. Failure of Contractor to maintain the required insurance may result in termination of this Agreement and shall be considered a material breach of this Agreement. Contractor shall provide certified copies of all insurance policies required above within ten (10) days of Township's written request for said copies. B. Cross-Liability Coverage. If Contractor's liability policies do not contain the standard ISO separation of insured’s provision, or a substantially similar clause, they shall be endorsed to provide cross-liability coverage. C. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to the Township. At the option of the Township, the Contractor may be asked to eliminate such deductibles or self- insured retentions as respects the Township, its officers, officials, employees, and volunteers or required to procure a bond guaranteeing payment of losses and other related costs, including, but not limited to investigations, claim administration and defense expenses. D. Subcontractors. Contractor shall cause each subcontractor employed by Contractor to purchase and maintain insurance of the type

ons, claim administration and defense expenses. D. Subcontractors. Contractor shall cause each subcontractor employed by Contractor to purchase and maintain insurance of the type specified above. When requested by the Township, Contractor shall furnish copies of certificates of insurance evidence coverage for each subcontractor. Failure