225-26 Agreement with Montclair State University FINAL.pdf

225-26 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is entered into and dated as of the 4th day of August , 2026 , 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 the “Township”) WHEREAS, the Township has an obligation under N.J.A.C. 8:52–1 et seq., but not the capabilities to provide certain public health services, including but not limited to vaccine administration, health education, and other support services to its inhabitants for COVID-19 and other communicable diseases; and WHEREAS, MSU has the ability to provide vaccine administration, health education, and other support services to its inhabitants for COVID-19 and other communicable diseases; and WHEREAS, the Township was awarded funding by the New Jersey Department of Health, Division of Local Public Health, through the Local Public Health Infrastructure Grant Program 2027 to subsidize the cost of health services for the municipality; and WHEREAS, MSU has previously provided satisfactory vaccine administration, health education, and other support services to the Township; and WHEREAS, the Township is desirous of retaining MSU to continue to provide vaccine administration, health education, and other support services to the Township. 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, through its School of Nursing faculty and students, shall provide vaccine administration, health education, and other support services, as requested by the Township, in accordance with the document attached as Schedule A. ARTICLE 2: TERM Work to be performed by MSU shall start on (July 1, 2026) and be completed by (June 30, 2027). ARTICLE 3: COST AND PAYMENT OF SERVICES

3.1 Agreement Limit. The Township shall pay MSU for the work in the Scope of Services and Schedule A on a reimbursable basis, through four quarterly installment payments of $6,408.67, with a contract limit not to exceed $25,634.68. 3.2 Reimbursement. The Township 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 Township shall be sent to the Township at the address set forth above. 3.3 MSU shall invoice the Township on a quarterly basis. All invoices shall be submitted to the Township at the address specified. 3.4 The Township shall make payment in full to MSU within thirty (30) days of the receipt and approval of itemized bills and vouchers. No payments may be made in advance of services pursuant to N.J.S.A. 40A:5-16. . 3.5 MSU acknowledges and agrees that a portion or all of the funding for this Agreement is from grant funding from the NJDOH and that it shall comply with all requirements pertaining to the grant award from the NJDOH. In addition, MSU agrees that is shall not act in any manner to affect the WEST ORANGE’S eligibility for the grant award from the NJDOH. 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 The Township 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 the Township agrees and does hereby assign all rights therein to MSU. The Township 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,

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 MSU, but subject to a non-exclusive, revocable, royalty-free perpetual license to The Township 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 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 Township, its agents, servants, employees or subcontractors for any claim which may arise out of its performance of this Contract. 6.2 MSU shall assume all risk of and responsibility for, and agrees to defend, indemnify and hold harmless the Township, 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

ty, 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 the MSU to the Township under this contract. This indemnification obligation is not limited by, but is in addition to the insurance obligations contained in this agreement. 6.3 The Contractor performing work for or on behalf of the Township shall keep in force the following types of insurance at its own expense and underwritten by a company licensed to do business in the State of New Jersey and acceptable to the Township. The Township reserves the right to accept, amend or modify any of the conditions listed. The Township must be notified within three (3) days of an offense, which may result in a claim. MSU shall not take any action to cancel any of the insurance required under this Agreement without the approval of the Township. The maintenance of insurance under this section shall not relieve MSU of any liability greater than the insurance coverage. Any and all subcontractors retained must fully comply with the same insurance requirements as listed.

a. WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE with limits of not less than $1,000,000.00 will be maintained in full force during the life of this contract by MSU covering all 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. b. GENERAL LIABILITY INSURANCE with limits of not less than $1,000,000.00 for Bodily Injury and Property Damage Liability each occurrence and $2,000,000.00 General Aggregate will be maintained in full force during the life of the contract by MSU. The policy will include MSU’s protective liability insurance (also known as contingent liability insurance) with the same limits. In the event more than one insured is named in the policy, a CROSS-LIABILITY endorsement will be included which provides that the employees of each of the named insureds are not excluded under the policy as respect to claims that are made against other named insured. c. AUTOMOBILE LIABILITY INSURANCE with limits of not less than $1,000,000.00 Liability and Property Damage Liability Combined Single Limit, $1,000,000.00 Uninsured Motorist and Underinsured Motorist, $1,000,000.00 Owned, Hired and Non- owned Automobile, will be maintained in full force during the life of this contract by MSU. d. PROFESSIONAL LIABILITY INSURANCE with the limits of not less than $2,000,000.00 maintained in full force during the life of the contract by MSU. ARTICLE 7: TERMINATION The Township 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, the Township 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 Township 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. In addition, the Township and MSU acknowledge and agree that the Township is funding this agreement utilizing grants funds awarded from the New Jersey Department of Health, Division of Local Public Health (the “Grant Funds”) and that the Township’s continued

at the Township is funding this agreement utilizing grants funds awarded from the New Jersey Department of Health, Division of Local Public Health (the “Grant Funds”) and that the Township’s continued access to the grant funds is a condition precedent for this Agreement. In the event that the Grant Funds are no longer accessible for the Township or the Grant Funds are cancelled, the Agreement shall terminate as of the date that the Grant Funds are no longer accessible or cancelled and MSU shall be reimbursed for its pro rata portion of the fee based upon the percentage of Work performed as of the termination date. ARTICLE 8: INDEPENDENT CONTRACTOR MSU shall remain an independent contractor in the performance of this Agreement, and agrees to and does hereby accept full and exclusive liability for the payment of any and all contributions or taxes for social security, unemployment insurance or old age retirement benefits, pensions or annuities now or hereafter imposed under any state or federal law which are measured by the wages, salaries or other remuneration paid to persons employed by MSU for work performed under the terms of this contract and further agrees to obey all lawful rules

and regulations and to meet all lawful requirements by all duly authorized state or federal officials, and MSU agrees to indemnify and save harmless the Township from any such contributions or taxes or liability therefore. 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 Township. ARTICLE 9: NOTICES AND CORRESPONDENCE The Township 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: TOWNSHIP MONTCLAIR STATE UNIVERSITY Township of West Orange Health Vice President for Finance Department Montclair State University 1 Normal Avenue 66 Main Street Montclair, NJ 07043 With a copy to University Counsel West Orange, NJ 07052 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 agree 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 thereunder. 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 term, condition, or provision of this Agreement or the application thereof to any person or circumstance shall, at any time, or to any extent, is found invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement or the application thereof to any person or circumstance shall be valid and continue in full force and effect to the fullest extent permitted by law, provided, however, that no such invalidity shall in any way reduce the services to be performed by MSU for the Township. 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 Township or MSU shall be of no effect and shall be superseded by this Agreement. This Agreement may not be amended, modified, released or discharged, in whole or in part, except as specifically provided herein or in an instrument in writing executed by the parties hereto. 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, and approved by the Township's Municipal Council. 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

espective 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.