Township Council Meeting — Packet

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.

12.11. MSU will not be liable for performance delays or for non-performance due to unforeseen events such as acts of God, war, riot, national or state emergencies, epidemic, labor dispute, fire, casualty, natural disaster, power failure or other circumstances beyond MSU’s reasonable control (“Force Majeure”). In the event of Force Majeure, MSU shall send notice to the other party indicating those obligations, in whole or part, that cannot be performed as a result of Force Majeure, and the expected duration of the inability to perform. The Township shall not be obligated for any payment for work delays or non-performance arising from events of Force Majeure. If Force Majeure exists for a period of 30 days or longer, either party may elect to reschedule or terminate the Agreement or Purchase Order. If either party elects to reschedule, the sole remedy provided to the other party shall be satisfaction of the obligations on a mutually agreeable date in the future. In the event either party elects to terminate, the parties shall have no further obligation to each other except for payment obligations pro-rated to the date of termination. 12.12. DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN. As a condition precedent to this contract, MSU shall certify that it has no investment activities in Iran. 12.13. This Agreement may be executed in two (2) or more counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, this Agreement is entered into by the parties as of the day and year first written above and is to be executed by the parties’ duly authorized representatives. Township of West Orange Montclair State University Signature Signature Michael Fonzino Director or Health and Welfare Print Name Vice President for Finance and Treasurer Date Date

SCHEDULE A Montclair State University, through its School of Nursing faculty and students, will provide vaccine administration, health education and other support services at locations to be identified by the Township of West Orange Health Department on dates and times to be mutually agreed to by the parties. Additionally, MSU School of Nursing will provide health education and outreach for COVID-19 and other communicable diseases within our community. The Township of West Orange Health Department is an approved New Jersey State-funded COVID-19 Vaccine provider. Montclair State University's School of Nursing faculty and students will work in conjunction with the West Orange Health Department in accordance with the terms and conditions of our provider agreement. The number of vaccination events anticipated under this contract is 25, consisting of vaccinations for our homebound and senior housing residents. The Township of West Orange Health Department will provide the COVID-19 Vaccine and related vaccination administration supplies and equipment necessary for the COVID-19 vaccine administration events. The Health Officer of the Township of West Orange Health Department will oversee the local health department staff responsible for maintaining the cold-chain of the COVID-19 vaccine during its receipt, storage, administration, and transport, and will also ensure the proper disposal of any expired COVID-19 vaccine materials. MSU School of Nursing faculty will maintain the COVID-19 vaccine cold-chain during COVID- 19 vaccination events. MSU School of Nursing faculty will also handle the transportation of COVID-19 vaccines to and from the Township of West Orange Health Department to community vaccination sites. After each vaccination event, the MSU School of Nursing faculty will return any Township of West Orange Health Department supplies, equipment, *unused COVID-19 vaccine, and any COVID-19 vaccine event medical waste back to the Township of West Orange Health Department. *Important Note: Unused COVID-19 vaccine must be promptly transported back to the West Orange Health Department for refrigerated storage. As the authorized vaccination provider under the local health department’s provider agreement, the Township of West Orange Health Department will ensure proper handling and storage. The West Orange Health Department will pay MSU the sum of

nder the local health department’s provider agreement, the Township of West Orange Health Department will ensure proper handling and storage. The West Orange Health Department will pay MSU the sum of $25,634.68 per annum to be prorated on a quarterly basis of $6,408.67 per quarter and paid within thirty (30) days of receipt of invoice for the term of the contract, July 1, 2026 – June 30, 2027.

SCHEDULE B MSU will be paid for its professional services by _Township of West Orange__________ pursuant to subaward by the State of New Jersey and its federal contract number ____TBD___________. (A) If the payments made to MSU exceed the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, and MSU violates or breaches the terms of this Agreement, MSU shall be subject to sanctions and penalties as appropriate under applicable law. (B) If the value of this Agreement exceeds $10,000, this Agreement may be terminated for cause and for convenience, by sending MSU notice of termination fixing the date of termination. MSU shall be aid for any undisputed amount that is due and related to MSU’s time spent and materials used in connection with the Work through the effective date of the termination, 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. There shall be no further obligation to MSU after the date of termination. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, the contract that meet the definition of “federally assisted construction contract” in 41 CFR Part 60– 1.3 include the equal opportunity clause provided under 41 CFR 60–1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964–1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” (D) Davis–Bacon Act, as amended (40 U.S.C. 3141–3148). If applicable, all prime construction contracts in excess of $2,000 awarded by University entities must comply with the Davis–Bacon Act (40 U.S.C. 3141–3144, and 3146–3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, MSU must pay wages to laborers and mechanics at a rate not less

or Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, MSU must pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, MSU must pay wages not less than once a week. A copy of the current prevailing wage determination issued by the Department of Labor will be provided by the University to the MSU. This Agreement and any subcontract are conditioned upon the acceptance of the wage determination provided by the University. All suspected or reported violations by MSU shall be reported to the Federal awarding agency. MSU shall also comply with the Copeland “Anti–Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). In accordance with the Act, the parties are prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. All suspected or reported violations by the MSU shall be reported to the Federal awarding agency.

(E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701–3708). Where applicable and if the Agreement is in excess of $100,000 and involves the employment of mechanics or laborers, MSU shall comply with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, MSU shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work performed by MSU and MSU shall not require any laborer or mechanic to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. MSU shall comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401–7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251–1387), as amended— If this Agreement exceeds $150,000, MSU shall comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401–7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251–1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)— MSU warrants and represents that it is not listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by