43-25 RFP-Responses-Rock Spring Golf Course.pdf

STANDARD AGREEMENT AGREEMENT made the 4th day of January, 2023 by and between E2 Project Management LLC., a New Jersey Limited Liability Corporation with offices at 87 Hibernia Avenue, Rockaway N.J. 07866, hereinafter referred to as Consultant, and The Township of West Orange 66 Main Street West Orange NJ, hercinafter referred to as the Client. WITNESSETH: WHEREAS, Client intends to engage the Consultant to perform various engineering, environmental consulting, construction management, and/or remcdialion services; and WHEREAS, Consultant is willing to undertake the performance of such work and service hereinafter described subject to the terms and conditions hereinaficr specified; WHEREAS, Consultant and Client herein will be defined as the Parties. NOW, THEREFORE, in considcration of the mutual covenants hereinafter set forth, the Parties agree as follows: 1,0 SCOPE OF WORK advisable or necessary to discontinue work hercunder, then either party shall have the right to terminate the work by fourteen (14) days written notice. Thereafter, Consultant shall do only such work as may be necessary to protect the work performed or as may be requested by Client. Consultant shall be paid for the work performed up to and including the date of termination on the 2.0 PRICE same basis as is heretofore set forth. Client shall pay Consultant at the rate set forth 5.0 INDEMNITIES in the proposal. To the fullest extent allowable under applicable 3.0 WARRANTEES law, Client shall hold harmless, defend and indemnify Consultant from and against all losses, damages, demands, claims, suits, and other liabilities, including counsel fees and other expenses of litigation arising out of or incidental to the materials, goods or services hereunder contracted for, unless such liabilities result solely from the negligent acts or omissions of Consultant. The parties expressly agree that this indemnity provision does not include, and in no event shall the Consultant be required to assume, any obligation or duty to defend any REPERFORMANCE OF CONSULTANT'S WORK FOR A claims, causes OF action, demands, or eweuits in connection with or ari is Project or PERIOD OF ONE YEAR FOLLOWING COMPLETION OF the services rendered by the ‘Consultant ITS WORK SHALL BE THE EXCLUSIVE REMEDY AND SHALL BE IN LIEU OF ALL OTHER REMEDIES, WARRANTIES OR GUARANTEES, (INCLUDING ANY Neith ty shall hold the oth

TION OF the services rendered by the ‘Consultant ITS WORK SHALL BE THE EXCLUSIVE REMEDY AND SHALL BE IN LIEU OF ALL OTHER REMEDIES, WARRANTIES OR GUARANTEES, (INCLUDING ANY Neith ty shall hold the oth ible f either party sha. 10! € other responsible for WARRANTY OF MERCHANTABILITY OR FITNESS FOR damages or delays in performance caused by acts PARTICULAR PURPOSE) WHETHER EXPRESSED OR of God, acts and/or omissions of federal, state and IMPLIED AND WHETHER BASED UPON CONTRACT, local government authorities and regulatory agencies, or other events which are beyond the TORT (INCLUDING NEGLIGENCE), STATUTE, STRICT reasonable control of the other party that could not LIABILITY OR OTHERWISE. have been reasonably foreseen or prevented. 4.0 TERMINATION Should condition arise which, either in the Client's or Consultant’s opinion make it Consultant shall perform various environmental engineering, remediation and technical services to the extent directed in writing by Client in accordance with this Agreement and the proposal letter dated January 18, 2021, attached hereto and made a part hereof: Consultant warrants that the services performed by it hereunder shall be in accordance with good enginecring design practices and in conformance with applicable codes and standards established for such work by the industry. Consultant's liability in regard to the correction of any deficiencies attributable to services performed hereunder shall be limited to redoing without charge, any faulty work performed under this Agreement. 6.0 DELAYS Crestmont Couniry Club M-23.01 5 of 7 January 4, 2023