314-24 Attachment.pdf

Request for Proposals:Stop Control and All Way Stop Analysis West Orange Township, Essex County, New Jersey BVE Prop# 241193 October 18, 2024 Page 5 of 10 EXCLUSIONS AND UNDERSTANDINGS Services relating to the following items are not anticipated for the project or cannot be quantified at this time. Therefore, any service associated with the following items is specifically excluded from the scope of professional services within this agreement:        Services not specifically outlined above in Section I; Meetings (1 meeting is included); Survey, Base maps, Site Plans, Drainage Calculations; Traffic Control Plans for site work / utility connections; Comment resolution or comment response; Any additional permits requested by any agency; All out-of-pocket expenses including, but not limited to, application fees, permit fees laboratory testing costs, mylar copies, certified mailings, photographs, blueprints, and special deliveries will be charged at cost and passed on to you for payment. If an item listed herein, or otherwise not specifically mentioned within this agreement, is deemed necessary Bright View may prepare an addendum to this agreement for your review, outlining the scope of additional services and associated professional fees with regard to the extra services. 70 South Orange Avenue, Suite 109 Livingston, New Jersey 07039 C: (732) 236-7557 T: (973) 228-0999 F: (201) 753-3904 BrightViewEngineering.com P.O. Box 99 Roseland, NJ 07068

Request for Proposals:Stop Control and All Way Stop Analysis West Orange Township, Essex County, New Jersey BVE Prop# 241193 October 18, 2024 Page 6 of 10 SECTION II – BUSINESS TERMS AND CONDITIONS Bright View Engineering LLC agrees to provide professional services under the following terms and conditions: The term Client referenced herein is the person, persons, corporation, partnership, or organization referenced in the proposal between Bright View Engineering LLC and said Client. 1.0 SCOPE OF SERVICES: Services not set forth in the Scope of Services, are excluded from the Scope of Services, and Bright View Engineering LLC will assume no responsibility to perform such services under the base contract. In situations where a written contract is not executed or where additional services becomes necessary during the course of the project, Bright View Engineering LLC may provide such services using our Technical Staff Hourly Rate Schedule in effect at the time of services. The hourly rates listed in our Technical Staff Hourly Rate Schedule are adjusted semi-annually and the Client shall be billed at the rates that are in effect at the time of service. Since there are substantial costs to stop and restart a project once it is underway, should a project’s progress be halted at any time by the client, for any reason, Bright View Engineering LLC reserves the right to charge a restart fee and/or to renegotiate the remaining fees within the contract. These Business Terms and Conditions are applicable for any additional professional services rendered for this project including, but not limited to, change orders, client service authorization forms, etc. 2.0 STANDARD OF CARE: In performing services, we agree to exercise professional judgment, made on the basis of the information available to us, and to use the same degree of care and skill ordinarily exercised in similar circumstances and conditions by reputable consultants performing comparable services in the same locality. This standard of care shall be judged as of the time the services are rendered, and not according to later standards. Reasonable people may disagree on matters involving professional judgment and, accordingly, a difference of opinion on a question of professional judgment shall not excuse a Client from paying for services rendered. NO OTHER REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, IS

, accordingly, a difference of opinion on a question of professional judgment shall not excuse a Client from paying for services rendered. NO OTHER REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, IS MADE. 3.0 INVOICES: Bright View Engineering LLC bills its Clients on a monthly basis using a standard invoice format. This format provides for a description of services performed and a summary of professional fees, expenses, and other charges. For more detailed invoicing requests, Bright View Engineering LLC reserves the right to charge for invoice preparation time by staff members. Monthly invoices will be submitted based upon percentage of services completed and reimbursable expenses. Any comments or discrepancies, relative to invoices shall be submitted in writing within fourteen (14) days or the account will be considered correct. For professional services billed on an hourly basis, Bright View Engineering LLC reserves the right to invoice all overtime services performed by our employees using our Technical Staff Hourly Rate Schedule in effect at the time of services at ONE AND ONE-HALF TIMES our standard hourly rate for those employees. Expenses incurred for services, equipment, and facilities not furnished by Bright View Engineering LLC are charged to the Client at cost plus an up charge not to exceed 15 percent of the invoice for said services. Client shall pay Bright View Engineering LLC for reimbursable expenses, including, but not limited to, application fees, printing and reproduction, courier and express delivery service, special/overnight mailings, facsimile transmissions, specialized equipment and laboratory charges, and costs of acquiring materials specifically for the Client. Reimbursable charges will be added to each monthly invoice and are part of Client’s responsibility. 4.0 PAYMENT: Bright View Engineering LLC bills are payable in full UPON RECEIPT and payment is expected within thirty (30) days. We reserve the right to assess a late charge of 1.5 percent per month for any amounts not paid within 45 days of the billing date. In the event payment is not made according to the terms and conditions herein, the matter may proceed to a collections agency or to an attorney for collection. Client shall be responsible for fees charged by the collections agency and/or attorney’s fees incurred to collect the monies owed. Should the matter proceed to

agency or to an attorney for collection. Client shall be responsible for fees charged by the collections agency and/or attorney’s fees incurred to collect the monies owed. Should the matter proceed to court, client shall also be responsible for court costs. In addition, where payment is not received in accordance with the terms of this contract, Bright View Engineering LLC reserves the right to withdraw any applications too federal, state, or local regulatory agencies / boards filed on behalf of the client with the understanding that these applications are the property of Bright View Engineering LLC Bright View Engineering LLC will provide you with written notification two (2) weeks prior to taking any action to withdraw an application submitted on behalf of the client. If payment of all outstanding invoices is not received within two (2) weeks of receipt of this letter, Bright View Engineering LLC will withdraw all pending applications for the project. 5.0 RETAINER: Bright View Engineering LLC reserves the right to request a retainer from the Client prior to the commencement of services on a project. While retainers are collected prior to the start of a project, the retainer is held to the end of the project and will be applied to the final invoices. Retainers are not applied to the beginning of the project. 6.0 RIGHT OF ENTRY/JOBSITE: Client will provide for right of entry for Bright View Engineering LLC personnel and equipment necessary to complete our services. While Bright View Engineering LLC will take all reasonable precautions to minimize any damage to the property, it is understood by the Client that in the normal course of our services some damage may occur, the correction of which is not part of this Agreement. Client shall furnish or cause to be furnished to Bright View Engineering LLC all documents and information known to the Client that relate to the identity, location, quantity, nature, or characteristics of any hazardous or toxic substances at, on, or under the site. In addition, the Client will furnish or cause to be furnished such other information on surface and subsurface site conditions required by Bright View Engineering LLC for proper performance of its services. Bright View Engineering LLC shall be entitled to rely on the accuracy and completeness of Client provided documents and information in performing the services required under

rformance of its services. Bright View Engineering LLC shall be entitled to rely on the accuracy and completeness of Client provided documents and information in performing the services required under this Agreement and Bright View Engineering LLC assumes no responsibility or liability for their accuracy or completeness. Bright View Engineering LLC will not direct, supervise, or control the work of Client’s contractors or their subcontractors. Bright View Engineering LLC shall not have authority over or responsibility for the construction means, methods, techniques, sequences, or procedures and Bright View Engineering LLC ’s services will not include a review or evaluation of the contractors (or subcontractor’s) safety precautions, programs or measures. 70 South Orange Avenue, Suite 109 Livingston, New Jersey 07039 C: (732) 236-7557 T: (973) 228-0999 F: (201) 753-3904 BrightViewEngineering.com P.O. Box 99 Roseland, NJ 07068

Request for Proposals:Stop Control and All Way Stop Analysis West Orange Township, Essex County, New Jersey BVE Prop# 241193 October 18, 2024 Page 7 of 10 Bright View Engineering LLC shall be responsible only for its activities and that of its employees on any site. Neither the professional activities nor the presence of Bright View Engineering LLC or its employees or subcontractors on a site shall imply that Bright View Engineering LLC controls the operations of others, nor shall this be construed to be an acceptance by Bright View Engineering LLC of any responsibility for jobsite safety. 7.0 UTILITIES: In the execution of our services, Bright View Engineering LLC will take reasonable precautions in accordance with the professional standard of care to avoid damage or injury to subterranean structures or utilities. The Client agrees to hold Bright View Engineering LLC harmless and defend and indemnify Bright View Engineering LLC for any claims or damages to subterranean structures or utilities, which have not been marked-out under the One-Call system or are not shown or are incorrectly shown on the plans furnished. 8.0 TERMINATION OR SUSPENSION OF SERVICES: Should Client fail to make payments when due or is otherwise in material breach of this Agreement, Bright View Engineering LLC at their election may suspend services at any time after PROVIDING WRITTEN NOTICE TO THE CLIENT until payments are brought current. Bright View Engineering LLC shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension and the Client agrees to indemnify and hold Bright View Engineering LLC harmless from any claim or liability resulting from such suspension. This Agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. In the event of termination, Bright View Engineering LLC shall be paid for service performed to the termination notice date plus reasonable termination expenses. In the event of termination, or suspension for more than three (3) months, prior to completion of all services contemplated by the Agreement, Bright View Engineering LLC may complete such

on expenses. In the event of termination, or suspension for more than three (3) months, prior to completion of all services contemplated by the Agreement, Bright View Engineering LLC may complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice of termination or suspension. The expenses of termination or suspension shall include all direct costs of Bright View Engineering LLC in completing such analyses, records, and reports. 9.0 SUBCONTRACTORS: Bright View Engineering LLC prefers that its Clients directly retain other contractors whose services are required in connection with field services for a project (e.g., drillers, analytical laboratories, transporters, etc.), except in unusual circumstances. As a service, we will advise Clients with respect to selecting other such contractors and will assist Clients in coordinating and monitoring their performance. In no event will we assume any liability or responsibility for the work performed by other contractors, or for their failure to perform any work, regardless of whether we hire them directly as subcontractors, or only coordinate and monitor their work. When Bright View Engineering LLC does engage a subcontractor on behalf of the Client, the expenses incurred, including rental of special equipment necessary for the work, will be billed as they are incurred, at cost plus an up-charge not to exceed 20 percent of the invoice. By engaging us to perform services, you agree to defend, indemnify, and hold Bright View Engineering LLC its directors, officers, employees, and other agents harmless from and against any and all claims, losses, liabilities, damages, demands, costs, or judgments arising out of or relating in any way to the performance or non-performance of work by another contractor or subcontractor. In addition, Client agrees to pursue recovery of and assert any claims based upon its loss, expenses and/or damages solely and directly against those contractors or subcontractors. In consideration of such indemnity and waiver, Bright View Engineering LLC agrees to assign its rights and/or claims against those contractors or subcontractors pursuant to the contractors’ or subcontractors’ agreements with Bright View Engineering LLC to the Client. 10.0 AGREED REMEDY: Bright View Engineering LLC shall be liable to the

tors or subcontractors pursuant to the contractors’ or subcontractors’ agreements with Bright View Engineering LLC to the Client. 10.0 AGREED REMEDY: Bright View Engineering LLC shall be liable to the Client only for direct damages to the extent caused by Bright View Engineering LLC ’s negligence in the performance of its services. UNDER NO CIRCUMSTANCES SHALL BRIGHT VIEW ENGINEERING LLC BE LIABLE FOR INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR DAMAGES CAUSED BY THE CLIENT'S FAILURE TO PERFORM ITS OBLIGATIONS. With regard to services involving hazardous substances, Bright View Engineering LLC has neither created nor contributed to the creation or existence of any actually or potentially hazardous, radioactive, toxic, or otherwise dangerous substance or condition at any site, and its compensation is in no way commensurate with the potential liability that may be associated with a substance or site. To the fullest extent permitted by law, the total liability, in the aggregate, of Bright View Engineering LLC and Bright View Engineering LLC ’s officers, directors, employees, agents and consultants to Client and anyone claiming by, through or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of in any way related to Bright View Engineering LLC ’s services, the Project or this Agreement, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by Bright View Engineering LLC under this Agreement, not including reimbursable expenses and any sub consultant fees rendered on the project. It is intended by the parties to this Agreement that Bright View Engineering LLC ’s services in connection with the project shall not subject Bright View Engineering LLC ’s individual employees, officers, or directors to any personal legal exposure for the risks associated with this project. Therefore, the Client agrees that as the Client’s sole and exclusive remedy, any claim, demand, or suit shall be directed and/or asserted only against Bright View Engineering LLC, a New Jersey corporation, and not against any of Bright View Engineering LLC ’s employees, officers or directors. 11.0 LIABILITY TO THIRD PARTIES: The Client agrees to be solely responsible for, and to defend,

sey corporation, and not against any of Bright View Engineering LLC ’s employees, officers or directors. 11.0 LIABILITY TO THIRD PARTIES: The Client agrees to be solely responsible for, and to defend, indemnify, and hold Bright View Engineering LLC harmless from any and all liabilities, claims, damages and costs (including reasonable attorney’s fees and defense costs) by third parties arising out of, or in any way related to, our performance or non-performance of services, except claims for personal injury, death, or personal property damage to the extent caused by the sole negligence, gross negligence or willful misconduct of employees of Bright View Engineering LLC 12.0 INDEMNIFICATION: Bright View Engineering LLC shall maintain, at its own expense, Workers Compensation Insurance, Comprehensive General Liability Insurance, and Professional Liability Insurance at all times and will, upon request, furnish insurance certificates to the Client. To the fullest extent permitted by law, Client shall indemnify, defend and hold harmless Bright View Engineering LLC and its agents, officers, directors and employees, subcontracts or consultants (herein for the remainder of this section collectively referred to as Bright View Engineering LLC) from and against all claims, damages, losses and expenses, whether direct, indirect or consequential or punitive, including but not limited to fees and charges of attorneys and court and arbitration costs, arising out of or resulting from the services of Bright View Engineering LLC or any claims against Bright View Engineering LLC arising from the acts, omissions or work of others, 70 South Orange Avenue, Suite 109 Livingston, New Jersey 07039 C: (732) 236-7557 T: (973) 228-0999 F: (201) 753-3904 BrightViewEngineering.com P.O. Box 99 Roseland, NJ 07068

Request for Proposals:Stop Control and All Way Stop Analysis West Orange Township, Essex County, New Jersey BVE Prop# 241193 October 18, 2024 Page 8 of 10 unless it is proven in a court of competent jurisdiction that Bright View Engineering LLC is guilty of negligence, gross negligence, or willful misconduct in connection with the services and such negligence, gross negligence, or willful misconduct was the sole cause of the damages, claims, and liabilities. Client agrees to defend, indemnify and hold harmless Bright View Engineering LLC from and against all claims, damages, losses and expenses, direct or indirect, and consequential damages, including but not limited to fees and charges of attorneys and court, and arbitration costs, brought by any person or entity, or claims against Bright View Engineering LLC which arise out of, are related to, or are based upon, the actual or threatened dispersal, discharge, escape, release, or saturation of smoke, vapors, soot, fumes, acids, alkalis, toxic chemical, radioactive materials, liquids, gases, or any other material, upon it or into the surface or subsurface soil, water or watercourse, objects, or any tangible or intangible matter. To the fullest extent permitted by law, such indemnification shall apply regardless of the fault, negligence breach of warranty or contract, or strict liability of Bright View Engineering LLC This indemnification shall not apply to claims, damages, losses, or expenses which are determined by a court of competent jurisdiction to be the sole result of negligence or willful misconduct by Bright View Engineering LLC of obligations under this Agreement. 13.0 ASSIGNS: The Client may not delegate, assign, sublet, or transfer his duties or interest in the Agreement without written consent of Bright View Engineering LLC Bright View Engineering LLC shall not, in connection with any such assignment by the Client, be required to execute any documents that in any way might, in the sole judgment of Bright View Engineering LLC, increase Bright View Engineering LLC ’s contractual or legal obligations or risks, or the availability or costs of its professional or general liability insurance. The Agreement shall not create any rights or benefits to parties other than the Client and Bright View Engineering LLC , and nothing contained in this Agreement shall create a contractual relationship with, or a