Township Council Meeting — Packet

224-26 COUNTY OF ESSEX DEPARTMENT OF PUBLIC WORKS DMSION OF ENGINEERING INDEMNITY AND HOLD HARMLESS AGREEMENT For and in consideration of having been granted a permit for conducting physical improvements within an Essex County Right-of-Way on the Undersigned's premises, the Undersigned hereby indemnifies and holds harmless the County of Essex including but not limited to its Department of Public Works, Division of Engineering and their respective officers, employees, agents, elected and appointed officials from and against any and all claims, judgments, causes of action, costs or expenses asserted against or incurred by them or any of them arising out of any accident or injury sustained by any person(s) at the location during the period and after the expiration of the issued permit occasioned by the work performed by the Undersigned. The Undersigned agrees and understands that a part of said consideration for this Agreement shall include the Undersigned's promise that any rights to bring suit against the County and any rights to compensation there from on any matters arising from or otherwise related to Undersigned's participation in this improvement have been knowingly and willingly relinquished by the Undersigned under this Agreement. By affirming his/her signature to this document, the undersigned acknowledges that it understands the contents of this document and is voluntarily agreeing to its terms. The undersigned is authorized and holds the actual authority as the legally authorized owner/representative of the premises to enter into this agreement. In witness whereof I/we have hereunto set my/our hand and seal the ______ Day of ______ in the year ________ Along Gregory Avenue (County Route 577) and its intersections with Mitchell Street PROPERTY LOCATION: __________________________________________________________________________ and Gregory Place Crosswalk __________________________________________________________________________ __________________________________________________________________________

__________________________________________________________________________ __________________________________________________________________________ Installation of four (4) LED Rapid Flashing Beacons (RRFB) TYPE OF IMPROVEMENT:_________________________________________________________________________ July 2026 - September 30, 2026 DATE(S) OF PERMIT: _____________________________________________________________________________ Susan McCartney, Mayor _______________________________________________________________ Owner/ Representatives Name _______________________________________________________________ Signature Of Legally Authorized Owner/Representative Susan McCartney _______________________________ Printed Name Page 1 of 4

225-26 August 4, 2026 RESOLUTION WHEREAS, on July 1, 2026 the New Jersey Department of Health, Division of Local Public Health (the “DLPH”) awarded funding to the Township of West Orange Health Department (the “Township”) called the Local Public Health Infrastructure Grant (PHIG) Program 2027 (the “Grant”); and WHEREAS, the Township will utilize part of the funding from the NJDOH DLPH to enter into a Professional Services Agreement with Montclair State University’s School of Nursing faculty and students to provide vaccine administration, health education, and other support services; and WHEREAS, the NJDOH DLPH has awarded funds in the amount of $38,452, as part of the Township’s Local Public Health Infrastructure Grant for the period of July 1, 2026 to November 30, 2027 to continue the Township’s vaccine administration, health education, and other support services programs, including, but not limited to, the administration of COVID-19, Influenza, and Pneumonia vaccinations; and WHEREAS, the Township seeks to utilize these additional grant funds to renew its retention of Montclair State University’s School of Nursing faculty and students to provide vaccine administration, health education, and other support services pursuant to a new Professional Services Agreement, annexed hereto as Exhibit “A” (the “Agreement”); and WHEREAS, the term of the Agreement is for the period of July 1, 2026 to June 30, 2027 for an amount not to exceed $25,634.68 of the funding from the Township’s Local Public Health Infrastructure Grant. NOW, THEREFORE, BE IT RESOLVED BY THE TOWNSHIP COUNCIL OF THE TOWNSHIP OF WEST ORANGE, that the Township be and is hereby authorized to retain Montclair State University to provide vaccine administration, health education and other support services; and BE IT FURTHER RESOLVED, that the Director of the Township’s Health Department is hereby authorized to execute the Agreement with Montclair State University in a substantially similar form as annexed hereto as Exhibit “A,” subject to Township Attorney review; and

BE IT FURTHER RESOLVED, that the Township Clerk is authorized to attest to the signature of the Director of the Township’s Health Department; and BE IT FURTHER RESOLVED, that this Resolution shall be made available in the Township Clerk’s Office for reasonable inspection in accordance with applicable law. Karen J. Carnevale, R.M.C. Susan Scarpa Township Clerk Council President Adopted: August 4, 2026 I hereby certify funds are available from Account No. John Ditinyak, CFO 2

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