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

Zayibeth Caraballo Director, Municipal Engineer Township of West Orange January 15, 2025 18. Project Suspension or Termination: If the project is suspended for more than 90 days, abandoned in part or terminated, the Client will pay GPI for services performed and reimbursable expenses incurred up to and including the effective date of such suspension, abandonment or termination, and all termination expenses. The contract fee will require renegotiations should the project be restarted. 19. Ownership of Documents: All documents created, prepared, or furnished by GPI pursuant to the Agreement, including plans, drawings, specifications, construction documents, displays, graphic art, photographs, and other images and devices of any medium, including electronic data or files (collectively “Design Materials”), are instruments of GPI, and GPI shall retain an ownership and property interest therein, including copyrights. Upon payment in accordance with the Agreement, GPI grants Client a perpetual, non-exclusive, royalty-free license to use the Design Materials for the sole purpose of use at the Project. Reuse or modification of any such documents by Owner, without GPI’s express written consent, shall be at Client’s own risk, and Client agrees to defend, indemnify and hold GPI harmless from all claims, damages and expenses, including attorneys’ fees, arising out of such reuse or modification by Client or by others acting through Client. Client agrees that it shall not use the Design Materials or the name of GPI or its insignia or seal in any manner without GPI’s express written consent. 20. Digital Delivery: If desired, AutoCAD® or MicroStation® disks will be supplied for informational purposes only. Signed and sealed maps provided by GPI will be the documents of record of the services performed. Any discrepancies should be brought to our attention within ten (10) days. 21. Limitation of Liability: NEITHER PARTY WILL BE LIABLE TO EACH OTHER FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, LIQUIDATED, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SERVICES PERFORMED HEREUNDER. IN NO EVENT SHALL GPI’S AGGREGATE LIABILITY TO CLIENT EXCEED THE AMOUNT OF AVAILABLE INSURANCE OR GPI’S FEES TO THE SERVICES PERFORMED HEREUNDER, WHICHEVER IS LESS. 22. Severability: If any of the provisions herein shall be invalid or unenforceable under applicable law, such

AVAILABLE INSURANCE OR GPI’S FEES TO THE SERVICES PERFORMED HEREUNDER, WHICHEVER IS LESS. 22. Severability: If any of the provisions herein shall be invalid or unenforceable under applicable law, such invalidity or unenforceability shall not invalidate or render these Terms and Conditions unenforceable, which shall be construed as if not containing the particular invalid or unenforceable provision, provided that the intent of the parties can be achieved in all material respects. 23. Governing Law: This Agreement shall be construed and governed in accordance with the laws in the state in which the Project is located. 24. Merger and Counterparts: This Agreement may be executed in counterparts and exchanged by facsimile, email or pdf, each of which shall be deemed an original and all of which, when taken together, constitute one and the same documents. This Agreement contains the complete, full and exclusive understanding of the parties and shall supersede any prior agreement between the parties. 25. Insurance: GPI will maintain the following insurance for the duration of the project: a. b. c. d. e. f. Commercial General Liability – Bodily Injury/Property Damage - $2,000,000 each occurrence and $4,000,000 in the aggregate. Worker’s Compensation – as per Statute. Premiums for additional insurance coverage required for work on or over the water will be charged to the project and are subject to reimbursement. Automobile Liability – in the amount of $1,000,000 each accident covering owned, non-owned, and hired vehicles. Excess/Umbrella – in the amount of $5,000,000. Professional Liability – in the amount of $1,000,000 each claim/ $2,000,000 in the aggregate. GPI will furnish to Client Certificates of Insurance upon request naming Client as an additional insured on the General Liability policy. 26. Contractor’s Responsibilities: GPI has no control over, charge of, or responsibility for construction. Client shall retain a qualified contractor, licensed in the jurisdiction of the project (“Contractor”), to Page | 5