55-19 Exhibit - Phillips Preiss to Assist Planning Board with Re-Examination Master Plan.pdf

Exhibit “A”

PHILLIPS PREISS GRYGIEL LEHENY HUGHES LLC PROFESSIONAL SERVICES CONTRACT Client: Planning Board, Township of West Orange, New Jersey Project: West Orange Planning Services Project Number: Date: July 9, 2018 The terms and conditions which govern the performance of services provided by Phillips Preiss Grygiel Leheny Hughes LLC (“Phillips Preiss”) to the Planning Board, Township of West Orange, New Jersey (“Client”) pursuant to this Agreement are set forth below: 1. Scope of Services. Phillips Preiss will serve in an advisory capacity to the Client during the time of the Contract for the preparation of a Master Plan Reexamination report and Plan Element updates for the Township of West Orange, pursuant to the attached proposed scope of work. 2. Equal Opportunity Employer. Phillips Preiss is an equal opportunity employer and shall comply with all applicable laws and regulations. 3. Reimbursable Expenses. The Client shall pay Phillips Preiss for reimbursable expenses, including printing and reproduction (except as noted in paragraph 2), courier and express delivery service, bulk/special mailings, and travel expenses, including lodging and meals, for work involving travel to places more than fifty (50) miles from Phillips Preiss's office in Hoboken, New Jersey. 4. Non-Reimbursable Expenses. The Client shall not be billed for the following ordinary administration and overhead: clerical and bookkeeping time related to the project, all telephone and facsimile costs, costs of reproduction of up to twenty (20) copies of the final copy of the report, and travel expenses involving travel to places less than fifty (50) miles from Phillips Preiss's office in Hoboken, New Jersey. -1-

5. Invoices. Invoices shall be sent on a monthly basis starting from the date of execution of the agreement or the date upon which work is initiated on the project, whichever is sooner. Invoices will be submitted to the Client normally by the middle of the month following the month in which the services were rendered. Invoices will include a list of the personnel who furnished services, their billing rates (as specified in paragraph 8) and the number of hours they worked on the assignment. An invoice shall be considered PAST DUE if the invoice is not paid within forty-five (45) days from the date of the invoice. 6. Suspension of Services by Phillips Preiss. If the Client fails to make payments when due or otherwise is in breach of this Agreement, Phillips Preiss may suspend performance five (5) days from the date of providing notice to the Client. Phillips Preiss shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension. Following suspension of services for failure to make payment, work on the project shall only be resumed when all invoices have been brought fully to date, including all charges for late payment (including interest), has been replaced. 7. Client's Request for Cessation of Work. The Client may, at any time, request in writing that work on the project be terminated. At such time the Client will be billed for all work performed by Phillips Preiss up to the time such notification is received at the offices of Phillips Preiss. 8. Hourly Billing Rates for Phillips Preiss Staff. The following shall be the hourly billing rates for Phillips Preiss principals and staff: Staff Person/Title Hourly Rate Paul Phillips, Managing Principal $165 Richard Preiss, Principal $165 Paul Grygiel, Principal $150 Elizabeth Leheny, Principal $145 Keenan Hughes, Principal $145 Senior Associate $140 Senior Urban Designer $130 Senior Planner $120 Planner

$140 Senior Urban Designer $130 Senior Planner $120 Planner $110 Director of Graphics $110 Support $50 9. Fee Duration. This agreement shall be open for acceptance for sixty (60) days from the above date. If the Agreement is signed after that date, Phillips Preiss may adjust the proposed fees, including the -2-

hourly billing rates, as specified in paragraph 8 prior to commencement of services. The hourly billing rates set forth in paragraph 8 shall remain in effect for a period of twelve (12) months from the above date. 10. Indemnification. Phillips Preiss agrees, subject to the provisions herein, to indemnify and hold the Client harmless from any damage, liability or cost to the extent caused solely by Phillips Preiss's negli- gent acts, errors or omissions in the performance of professional services under this Agreement. The Client agrees to indemnify and hold Phillips Preiss harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the Client's negligent or intentional acts, errors or omissions and those of his or her employees, agents, contractors, subcontractors or consultants or otherwise employed or retained by the Client's employees, agents, contractors or subcontractors. Phillips Preiss is not obligated to indemnify the Client for the Client's own negligence or intentional acts. 11. Ownership and Reuse of Documents. All reports, plans, specifications, computer files, field data, notes and other documents and instruments prepared by Phillips Preiss pursuant to this Agreement (“Documents”) are and remain the property of Phillips Preiss as instruments of service with respect to this Agreement. The documents are not intended or represented to be suitable for reuse by the Client or others on extensions of this project or on any other project. Any reuse of the documents without the written approval by Phillips Preiss will be at the Client's sole risk and without liability or legal exposure to Phillips Preiss. The Client shall indemnify, defend and hold harmless Phillips Preiss from and against any claims, damages or losses, including attorneys' fees and costs, arising out of or resulting therefrom. Phillips Preiss grants to the Client and only the Client a non-exclusive, non-assignable and non- transferable license to reproduce, distribute and display the documents, to the extent necessary, for the Client to undertake a project and/or perform other acts that are all collectively required to under- take the project. Phillips Preiss shall retain all

ts, to the extent necessary, for the Client to undertake a project and/or perform other acts that are all collectively required to under- take the project. Phillips Preiss shall retain all common law, statutory and other reserved rights to the documents, including the copyright thereto. Both the Client and Phillips Preiss agree that none of the services or documents provided by Phillips Preiss are “work made for hire” as defined in the Copyright Act. -3-

12. Governing Law—Forum Selection. The laws of the State of New Jersey, County of Essex will govern the validity of this Agreement, its interpretation and performance. Any litigation arising in any way from this Agreement shall be brought in the Courts of New Jersey, County of Essex. 13. Entire Agreement—Amendments. This Agreement comprises the final and complete Agreement between the Client and Phillips Preiss. It supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter of this Agreement. Execution of this Agreement signifies that each party has read the document thoroughly, has had the opportunity to have questions explained by independent counsel, and is satisfied with the terms and conditions contained herein and has authority to enter into this Agreement. Amendments to this Agreement shall not be binding unless made in writing and signed by both the Client and Phillips Preiss. 14. Headings. Headings are set forth for the convenience of the parties only, and are not part of this Agreement. This Agreement is duly signed and executed this ______________ day of ______________, 2018, by: For Phillips Preiss: For the Client: _____________________________________ ____________________________________ Name Name _____________________________________ ___________________________________ Title Title -4-

Proposed Scope and Budget 2018-2019 Comprehensive Master Plan Reexamination and Update Township of West Orange PHASE I: PROJECT LAUNCH AND DATA COLLECTION (MONTH 1) The first phase of the project will lay the foundation for the Master Plan Reexamination. Our involvement at this stage will be primarily focused on listening and learning. Through our prior and current work on behalf of the Township we are already familiar with past plans and studies as well as recent and current development projects. Additional information will be gathered through interviews with people involved in development and other planning-related issues in West Orange, and acquisition of maps and data, such as demographics, building permits and demolition information. The overall goal will be to compile information necessary for preparation of the plan. We will work with Township staff to obtain information and to manage project logistics. The Master Plan Subcommittee will provide general guidance and review major products before they are released to the Planning Board or the public. More importantly, we will work with the Master Plan Subcommittee to solicit input from the community at large. We will begin with a startup meeting with the Master Plan Subcommittee to discuss the goals and objectives of the project and formalize a project schedule, inclusive of projected meeting dates. The preliminary planning meeting will also provide an opportunity for the consultants and staff to discuss and obtain data and informational resources and contacts. After the startup meeting, we will conduct informational interviews either in person or over the phone with stakeholders identified by the Township. The goal will be to orient ourselves with the issues affecting the Township as they relate to the Master Plan and to understand the overall organization and needs of Township departments and organizations. We will also review all relevant documents and data in order to be prepared for Phase II. Meetings: startup meeting, stakeholder interviews PHASE II: GOALS AND OBJECTIVES/DRAFT REEXAMINATION (MONTHS 2-3) In the second phase, we will conduct the analysis necessary to prepare a thorough and useful Master Plan Reexamination for the Township. The information gathered in Phase I through our research, as well as the startup meeting, will be

ct the analysis necessary to prepare a thorough and useful Master Plan Reexamination for the Township. The information gathered in Phase I through our research, as well as the startup meeting, will be evaluated to form the basis for the plan. We will also work with the Township to initiate the community outreach process with a community “kickoff” meeting. The purposes of this meeting will be: (1) to explain the purpose, scope and requirements of the Master Plan Reexamination and plan element updates; (2) to describe the overall project timeline and opportunities for public involvement; and (3) to solicit initial input from the public. This meeting could range from a portion of a regular Planning Board devoted to this topic to an in-depth special community meeting, such as with a PowerPoint presentation and/or an interactive planning exercise and discussion. We will determine the format and location of the meeting along with the Master Plan Subcommittee. Following the community meeting, we will prepare draft goals and objectives and also begin drafting the Reexamination report. This document will comply with the requirements of the Municipal Land Use Law (MLUL) at N.J.S.A. 40:55D-89, which says that the governing body shall, at least every ten years, provide for a general -1-

reexamination of its master plan and development regulations by the planning board, which shall prepare and adopt by resolution a report on the findings of such reexamination. An initial draft Reexamination report will be prepared that will be suitable for review by the Master Plan Subcommittee. A few weeks later we will have a second meeting with the Master Plan Subcommittee to obtain its feedback regarding the preceding phase, our work to date on the goals and objectives and the initial draft of the Reexamination. From this meeting, we will generate additional specifics regarding the direction in which the process is headed. Once the goals and objectives are established and confirmed by the public at the second community meeting in Phase III, they will serve as a framework for the rest of the plan as well as potential amendments to the Township’s development regulations. We have assumed there will be monthly meetings with the Master Plan Subcommittee and periodic meetings and/or discussions with Township staff for the duration of the process. Meetings: community “kickoff” meeting, two Master Plan Subcommittee meetings Deliverables: community meeting summary, initial draft Reexamination report PHASE III: REVIEW AND UPDATE OF EXISTING MASTER PLAN ELEMENTS (MONTHS 3-6) In this phase, all of the outreach, analysis and other work completed to date will inform updates to the existing Master Plan elements. The various plan elements are described below. Land Use Recommendations This element will include a discussion of land use categories that have been identified for analysis. We will rely upon Master Plan Subcommittee members and Township staff, as well as our working knowledge of West Orange, to help identify areas where the current zoning and existing land uses diverge. This section of the plan also will deal with the Township’s particular areas of concern in regard to land use, development and zoning. Specific changes will be recommended to the Township’s development regulations based on Planning Board input and our experience as the Township’s planning consultants since 2012. The final version of this plan element update will include recommendations for changes in zoning classifications, permitted uses and other aspects of West Orange’s land development ordinances. The Existing Land Use map in the 2010 Master Plan Update will be revised based upon