267-25 Dynamic Traffic Contract 2025.pdf

a) The Township shall compensate Professional based upon the fee estimates specified in the Proposal. These fee estimates are primarily task-based and assume a reasonable project schedule and progression. If said services are projected to continue beyond the estimated time of completion, then prior to exceeding the fee estimates, Professional will identify the schedule impacts and discuss the additional fee estimates with the Township. The hourly rates charged for services shall be as specified in the Dynamic Traffic Municipal Rate Sheet and Level G Municipal Rate Card, attached hereto as Exhibits B and C, respectively. 3. TERM The term of this agreement shall be as specified in the Estimated Times of Completion contained in the Agreement, unless earlier terminated in accordance with the provisions set forth in Section 14, below. Pursuant to the exception contained in N.J.S.A. 40A:11-15 for public infrastructure projects, the contract may be awarded for a period exceeding one year in duration. 4. NEW JERSEY LAW This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey notwithstanding any provisions of such laws relating to jurisdiction. 5. PARTIAL INVALIDITY 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, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which this Agreement is invalid or unenforceable, shall not be affected thereby, and each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law, provided, however, that no such invalidity shall in any way reduce the services to be performed by the Professional for the Township. 6. NO ASSIGNMENT The Professional shall not assign, transfer, convey, sublet, or otherwise dispose of this Agreement or its right, title or interest in or to the same or any part thereof without prior written consent of the Township and the approval of the Township's Municipal Council. 7. BINDING ON SUCCESSORS Except as otherwise provided in this Agreement, all agreements' terms, provisions and conditions to this Agreement shall be binding on and inure to the benefit of the parties hereto, their respective personal

s otherwise provided in this Agreement, all agreements' terms, provisions and conditions to this Agreement shall be binding on and inure to the benefit of the parties hereto, their respective personal representatives and successors. 2