125-26 Exhibit A - Access Agreement - 12-18 Ashland (final).pdf

specifically set forth in a writing titled "Amendment to Agreement" that expressly identifies the provision(s) being amended and is signed by authorized representatives of the parties. No course of dealing, delay, or failure to enforce any provision of this Agreement shall constitute an amendment, modification, waiver, or continuing waiver of such provision or any other provision of this Agreement. Email exchanges, text messages, or other electronic communications, regardless of content, shall not constitute a signed writing for purposes of modifying this Agreement. The parties acknowledge that this provision is essential to maintain clarity and certainty in their contractual relationship and to protect the interests of the Public Entity as required by New Jersey law. 14. 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. 15. HOLD HARMLESS AGREEMENT. Consultant and Responsible Party 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. 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. Consultant and Responsible Party 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. 16. This Agreement shall be binding upon and insure the

en caused by or incidents to Work under the aforementioned Contract without expense to the Township, its agent’s servants and/or administrators. 16. This Agreement shall be binding upon and insure the benefit of the parties and their respective successors and assigns. This Agreement constitutes the entire agreement between the parties regarding access to the Property and may not be modified or amended except in writing and the rights of obligations hereunder may not be transferred or assigned without prior consent of the parties hereto. 17. This Agreement may be executed in multiple parts, in which case it shall become effective when the last party has executed the Agreement and delivered a copy to the other party.