Township Council Meeting — Packet

e 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 cleaning supplies and equipment is included in the Contract price set forth in paragraph three (3) above. 27. No Third Parties and/or Waiver of Statutory Immunities. Notwithstanding any provision herein to the contrary, this Agreement is entered into solely for the benefit of the contracting parties, and nothing in this Agreement is intended, either expressly or impliedly, to provide any right or benefit of any kind whatsoever to any person and/or entity who is not a party to this Agreement or to acknowledge, establish or impose any legal duty to any third party. Nothing herein shall be construed as an express and/or implied waiver of any common law and/or statutory immunities and/or privileges of the Township, and/or its respective officials, officers, employees, volunteers and/or agents.

28. Entire Agreement (Merger) This Agreement, including all exhibits, appendices, and attachments hereto, sets forth the entire agreement between the Public Entity and the other party with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, warranties, and agreements, whether oral or written, between the parties. All previous drafts, proposals, and communications between the parties relating to the subject matter of this Agreement are hereby merged into this Agreement. Neither party has relied upon any representation, warranty, or undertaking that is not expressly set forth in this Agreement. The parties acknowledge that there are no terms, conditions, representations, warranties, promises, covenants, or understandings between the parties other than those expressly set forth herein. 29. MODIFICATIONS and NONWAIVER No amendment, modification, waiver, or other change to any provision of this Agreement shall be effective unless 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 both 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. 30. Severability If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall continue in full force and effect as if such invalid, illegal, or unenforceable provision had never been contained herein. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing

t shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law. The parties expressly acknowledge and agree that they would have entered into this Agreement regardless of the enforceability of any particular provision. 31. 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. 32. Contract Documents. The Contract Documents which comprise the Contract between the Township and the Contractor are attached hereto and made a part hereof and consist of the following: Bid Proposal Form and Attachments, Bid Submission, and this Agreement.

33. Miscellaneous. a. This Agreement supersedes all prior agreements and understandings, both written and oral, of the parties to the subject matter hereof. This Agreement applies to and binds the heirs, successors, executors, administrators and assigns of the parties to this Agreement. Any amendments to this Agreement must be in writing and executed by both parties. b. This Agreement may be executed in any number of counterparts, and by the Township and Contractor on different counterparts, each of which when executed shall be deemed an original and all of which together shall constitute one and the same Agreement. c. Changes in the number, gender and grammar of terms and phrases herein when necessary to conform this Agreement to the circumstances of the parties hereto shall in all cases, be assumed as though in each case fully expressed therein. d. This Agreement shall be construed, governed and enforced according to the laws of the State of New Jersey, and the exclusive venue for the enforcement of this Agreement and/or litigation between the parties shall be in the Bergen County Superior Court of New Jersey. Prior to any action being brought before the Superior Court, any disputes arising under the terms and conditions of this Agreement, shall be brought in arbitration before a retired Judge of the Superior Court of Bergen County for possible resolution. e. In construing this Agreement, section headings shall be disregarded. Time is of the essence of this Agreement and every provision contained herein. If any clause, phrase, revision or portion of this Agreement or the application thereof, to any person or circumstance, shall be invalid or unenforceable under applicable law, such event shall not affect, impair or render invalid or unenforceable the remainder of this Agreement, nor shall it affect the application of any other clause, phrase, provision or portion hereof to other persons or circumstances. f. Facsimile signatures shall be sufficient for purposes of executing, negotiating, and finalizing this Agreement. g. Each of the undersigned signing as an officer or agent on behalf of the respective party to this Agreement warrants that he or she holds such capacity as is specified beneath his or her name and further warrants that he or she is authorized to execute and effectuate this Agreement and that he or she does so voluntarily and in his or her

uch capacity as is specified beneath his or her name and further warrants that he or she is authorized to execute and effectuate this Agreement and that he or she does so voluntarily and in his or her official capacity. h. Survival of Obligations. Except as otherwise provided, any obligations and duties which by their nature extend beyond the expiration of termination of this Agreement, including, without limitation, Sections pertaining to Indemnity shall survive the expiration of this Agreement.

ATTEST TOWNSHIP OF WEST ORANGE By:_____________________ _______ KAREN J. CARNEVALE, R.M.C. By:____________________________ SUSAN McCARTNEY, MAYOR Date: Date: ONE TOTAL CLEANING, LLC By: ___________________________ By: ___________________________ Date: Date:

EXHIBIT A

EXHIBIT B

EXHIBIT C CRIMINAL BACKGROUND CHECK WAIVER AND RELEASE OF ALL CLAIMS FORM Please read this form carefully and be aware that by agreeing to allow the Township to investigate your criminal background. you will be waiving and releasing all claims for damages you might sustain out of the criminal background check and review I hereby authorize The Township of (the “Township") to conduct a criminal background investigation of the undersigned and authorize it to receive reports from law enforcement agencies and/or Clerks of Courts, including without limitation, a criminal history check from the New Jersey State Police, Police Information Management Systems and/or the FBI (collectively, "Law Enforcement Agencies"). I further authorize the Township to disclose any such criminal background information to ____________________ for whom I am providing or have offered to provide services relative to the Township's Janitorial Services Agreement with ________________ (`Cleaning Services") and to use said information to deny the undersigned permission to perform said Cleaning Services, pursuant to said Agreement. I agree to waive and relinquish all claims I may have against the Township and its officials, officers, agents, volunteers, and employees, as a result of participating in the criminal background check. I do hereby fully release and discharge the Township, its officials, officers, agents, volunteers, and employees from any and all claims from damages which I may have or which may accrue to me on account of the results of any aspect of the criminal background check and/or from relying on, utilizing and/or releasing any reports and/or other information provided by any Law Enforcement Agencies. I have read and fully understand this Waiver and Release of All Claims. Dated: ____________________________ Signature ____________________________ Printed Name ____________________________

Date of Birth Signed and Sworn to before me this day of , 20 _________________________ Notary Public