Township Council Meeting — Packet

tion 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 Insured, or any of

l 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 selfinsured 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 specified above. When requested by the Township, Contractor shall furnish copies of certificates of insurance evidence

bcontractor 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

of any such subcontractor to maintain such insurance shall be considered a material breach of this Agreement by Contractor. 12. Default. In the event of default hereunder by Contractor, the Township shall be entitled to all remedies available at law and/or equity, including reasonable attorney's fees. 13. Limitation on Damages against the Township. Notwithstanding any provision in any of the Contract Documents to the contrary, the Contractor agrees to waive any right which it may have to punitive, consequential, special, indirect, incidental, and/or exemplary damages and/or lost profits from the Township and agrees not to make any claim or demand for such damages and/or lost profits against the Township. 14. Notice. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed served (a) when delivered by Federal Express or similar overnight courier service to that party's address set forth below during the hours of 9:00 a.m. and 5:00 p.m. local time Monday through Friday, excluding federal holidays; (b) when mailed to any other person designated by that party in writing herein to receive such notice, via certified mail, return receipt requested, postage prepaid; (c) or via fax. Fax notice shall be effective as of date and time of facsimile transmission, provided that the notice transmitted shall be sent on business days during business hours (9:00 A.M. to 5:00 P.M. New Jersey time). 15. Assumption of Risk. To the fullest extent permitted by law, Contractor assumes liability for all injury to or death of any person or persons including employees of contractor, any subcontractor of any tier, any supplier and/or any other person, and assumes liability for all damage to property sustained by any person or persons occasioned by or in any way arising out of any work performed pursuant to this Agreement. 16. Hazardous Substances. Contractor shall not cause or permit any Hazardous Substances to be brought upon, kept, stored or used in or about any of the Project Sites and/or any other Township property (collectively, the "Township Property") by Contractor, its employees, contractors, subcontractors, agents, suppliers and anyone for whose acts and/or omissions for whom Contractor may be liable (collectively "Contractor's Agents"). If the presence of Hazardous Substances brought upon, kept, stored or

ents, suppliers and anyone for whose acts and/or omissions for whom Contractor may be liable (collectively "Contractor's Agents"). If the presence of Hazardous Substances brought upon, kept, stored or used in or about any Township Property by or on behalf of Contractor or Contractor's Agents in violation of this paragraph, results in contamination of said Township Property, Contractor shall pay for all actual costs of clean up and shall indemnify, hold harmless and at the Township's option, defend the Township, and its employees, affiliates, agents, volunteers, officers, and officials from and against any and all claims, demands, expenses (including reasonable attorneys' fees), costs, fines, penalties and other liabilities of any and every kind and nature, including, but not limited to, costs and expenses incurred in connection with any clean up, remediation, removal or restoration work required by any federal, state or local governmental authority because of the presence of any such Hazardous Substances on or about the Township Property. For purposes hereof, Hazardous Substances shall include, but not be limited to, substances defined as "hazardous substances," "toxic substances" in the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Federal

Hazardous Materials Transportation Act, as amended; and the federal Resource Conservation and Recovery Act, as amended ("RCRA"); those substances defined as "hazardous substances," "materials," or "wastes" under any Federal law or the law of the State of New Jersey; and as such substances are defined in any regulations adopted and publications promulgated pursuant to said laws (collectively, "Environmental Laws"). If Contractor's activities or the activities of any of Contractor's Agents violate or create a risk of violation of any Environmental Laws, Contractor shall cause such activities to cease immediately upon notice from the Township. Contractor shall immediately notify the Township both by telephone and in writing of any spill or unauthorized discharge of Hazardous Substances or of any condition constituting an "imminent hazard" under any Environmental Laws. Contractor's indemnification obligations and duties hereunder shall survive the termination and/or expiration of this Agreement. 17. Criminal Background Checks. Contractor shall be responsible for causing each employee, contractor, sub-contractor and/or other person performing Cleaning Services hereunder to sign the Investigation Authorization and Release form, attached hereto as Exhibit “C”, and incorporated herein and furnishing said Release forms to the Township. The Parties agree that in the event any criminal background check discloses a conviction of any felony and/or a misdemeanor involving moral turpitude, including, but not limited to, a conviction of any of the Disqualifying Criminal Offenses of Public Act, then such employee, contractor, sub-contractor and/or other person shall be prohibited from performing any Cleaning Services and/or other work hereunder. 18. Termination of Agreement. Notwithstanding any provision herein to the contrary, the Township may terminate this Agreement with or without cause by providing, not less than five (5) days prior written notice of termination to Contractor. In the event Contract fails to maintain the Minimum Insurance Requirements defined above, then the Township may immediately terminate this Agreement. 19. Permits and Licenses. Contractor shall obtain all permits and licenses required to perform the Cleaning Services, and the cost of such permits, licenses and any other requirements imposed hereunder are included in the Contract Sum set forth in

in all permits and licenses required to perform the Cleaning Services, and the cost of such permits, licenses and any other requirements imposed hereunder are included in the Contract Sum set forth in paragraph three (3) herein. 20. Relationship of the Parties. It is understood, acknowledged and agreed by the parties that the relationship of the Contractor to the Township arising out of this Agreement shall be that of an independent contractor. Neither Contractor, nor any employee, subcontractor or agent of Contractor, is a partner, joint venturer, employee and/or agent of the Township, and therefore is not entitled to any benefits provided to employees of the Township. Contractor has no authority to employ/retain any person as an employee or agent for or on behalf of the Township for any purpose. Neither Contractor nor any person engaging in any work or services related to this Agreement at the request or with the actual or implied consent of the Contractor may represent himself to others as an employee, agent, partner, and/or joint venturer, of the Township. Should any person indicate to the Contractor or any employee, subcontractor or agent of Contractor by written or oral communication, course of dealing or otherwise, that such person

believes Contractor to be an employee, partner, joint venturer, or agent of the Township, Contractor shall use its best efforts to correct such belief. In ordering or accepting delivery of or paying for any goods or services, Contractor shall do so in Contractor's own business. 21. Identifications. For security purposes, the Contractor shall be required to submit a list, including the names and addresses, of the personnel who will be regularly assigned to the Township's properties. All janitorial staff assigned to the Township Site(s) must be bonded and insured. All janitorial staff shall wear company uniforms and an identification card that clearly displays both the company and worker's name. 22. Substitution of Workers. A Contractor may not substitute any employee or other person providing Cleaning Services on Township property without prior notification to the Township. Use of any such employees/workers shall be subject to the terms and conditions of paragraph 20 above. 23. Prohibited Conduct. The Contractor's personnel shall not disturb papers on desks, or open drawers, cabinets, files, or bookcases. The Township's telephones shall not be used by the Contractor's employees and/or other workers. Under no circumstances shall the Contractor's personnel be allowed to bring visitors into the Township's buildings while performing Cleaning Services. 24. Contractor Responsible for Employees, Subcontractors, and Agents. The Contractor shall assume full responsibility for the actions of its employees, subcontractors of every tier, and agents. 25. Replacement of Workers. The Contractor shall provide a working supervisor and other personnel satisfactory to the Township to perform the work as specified and replace within twenty-four (24) hours any such persons performing Cleaning Services hereunder as the Township may reasonably determine to be unsatisfactory. 26. Supplies. Contractor shall provide all cleaning equipment and supplies, including but not limited to all disinfectants, floor cleaning products, and polishes necessary to properly complete the Cleaning Services hereunder. All supplies shall be of a quality acceptable to the Township. The Contractor will be required to submit to the Township the corresponding material safety data sheets (MSDS) for all cleaners, polishes, soaps, and other chemicals used to provide the Cleaning Services, The cost of such