79-26 MT Contracting Structural Improvements at OSPAC v2 DJH.pdf

1 79-26 Construction Agreement THIS AGREEMENT made this 24th day of February in the year 2026, by and between the Township of West Orange, a body public and corporate of the State of New Jersey, with offices located at 66 Main Street, West Orange, NJ, 07052 (the “TOWNSHIP” or the “OWNER”) and MT CONTRACTORS, LLC, with legal address and legal place of business at, 490 Riverview Drive, Suite 6, Totowa, NJ, 07512 hereinafter called the “CONTRACTOR”. WITNESSETH: WHEREAS, on December 19, 2025, the Township issued a set of Bid Specifications for the: STRUCTURAL IMPROVEMENTS TO THE OSKAR SCHINDLER PERFORMING ARTS CENTER (“OSPAC”) (the “Bid Specifications”), annexed hereto as Exhibit “A”; and WHEREAS, on January 7, 2026, the Contractor submitted the lowest bid for the Bid Specifications at an amount totaling $235,150; a copy of the Contractor’s bid submission is annexed hereto as Exhibit “B”. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter stated, the parties do hereby agree as follows: ARTICLE 1. WORK 1.1. The CONTRACTOR shall complete all work covered under this contract. as specified or indicated in the Contract Documents, generally described as improvements to the Oskar Schindler Performing Arts Center (“OSPAC”) by installing additional amenities to the existing performing arts center with the intent to better utilize the facility as a public venue. Improvements will include the refurbishment of OSPAC including the installation of two (2) outdoor pole-mounted speakers, the expansion of the existing stage with the installation of approximately 2,130 square feet of rubberized coating for the stage floor, the relocation of existing stage staircase, the installation of window guards and lighting improvements at the existing stage building, the construction of a 10’x20’ storage shed, and related work. (hereinafter referred to as the “Work”). 1.2. The Work covered under this contract is generally described in the Bid Specifications, Plans attached hereto as Exhibit “A”, together with the Bid Documents, annexed hereto as Exhibit “B”, and as is shown and described in the Contract Documents and is listed in Article 9 herein, which contract documents are identified by the signatures of the parties hereto are hereby incorporated as a part of this Agreement as if same were set forth at length herein. The major items covered under

contract documents are identified by the signatures of the parties hereto are hereby incorporated as a part of this Agreement as if same were set forth at length herein. The major items covered under this contract are clearly described in the Bid Proposal Form.

2 ARTICLE 2. ENGINEER 2.1. The Project has been designed by the Township Engineer, who is hereinafter called the “ENGINEER” and who is to act as OWNER’s representative, and have the rights and authority assigned to Engineer in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. ARTICLE 3. CONTRACT TIME 3.1. The Contract time shall commence on a date to be specified in a written Notice to Proceed of the OWNER and MUST be completed no later than _______________. 3.2.CONTRACTOR agrees that the Work shall be prosecuted regularly, diligently and uninterruptedly and at such rate of progress as will ensure full completion thereof within the Contract Time stated above. It is expressly understood and agreed, by and between CONTRACTOR and OWNER, that the Contract Time is reasonable for the completion of the Work, taking into consideration the average climatic range and usual industrial conditions prevailing in this locality. ARTICLE 4. CONTRACT PRICE 4.1. The Owner shall pay the Contractor for performance of the Work pursuant to this Contract at the bid price agreed upon in the Contractor’s bid proposal. The contract price shall not exceed $235,150.00 ARTICLE 5. APPLICATIONS FOR PAYMENT 5.1. CONTRACTOR shall submit Applications for Payment in accordance with the Conditions of the Contract. Applications for Payment will be processed by ENGINEER as provided in the Conditions of the Contract. 5.2. There shall be no advance payment under this Contract. ARTICLE 6. PROGRESS AND FINAL PAYMENTS 6.1. OWNER may make progress payments on account of the Contract Price on the basis of CONTRACTOR's Applications for Payment as recommended by ENGINEER, during construction as provided below. All progress payments will be on the basis of the progress of the Work measured by the schedule of values provided for in the Conditions of the Contract. 6.2. Prior to Substantial Completion, progress payments to the Contractor shall be made after review and approval by Owner’s Staff in accordance with Owner’s standard policies.

3 6.3. Upon final inspection and acceptance of the Work, in accordance with the Conditions of the Contract, OWNER will pay the remainder of the Contract Price as recommended by ENGINEER. ARTICLE 7. LIQUIDATED DAMAGES 7.1. OWNER and CONTRACTOR recognize that time is of the essence of this Agreement and that OWNER will suffer financial loss if the Work is not completed within the Contract Time specified in Article 3 above, plus any extensions thereof allowed in accordance with Article 12 of the Conditions of the Contract. They also recognize the delays, expense and difficulties involved in proving, in a legal or arbitration proceeding, the actual loss suffered by OWNER if the Work is not completed on time. Accordingly, instead of requiring any such proof OWNER and CONTRACTOR agree that as liquidated damages for delay (but not as a penalty) CONTRACTOR shall pay OWNER $500.00 per day for each day of delay beyond the Final Completion date until the Work is complete. In addition, the OWNER may have a deduction from Contractor’s payments for Engineering and Inspection Fees incurred for any number of days in excess of the number allowed in this agreement. 7.2. Provided, that CONTRACTOR shall not be charged with liquidated damages or any excess cost when the delay in completion of the Work is for reasons included in the Conditions of the Contract. 7.3. Provided, further, that CONTRACTOR shall, furnish OWNER the required notification of such delays in accordance with the Conditions of the Contract. ARTICLE 8. ASSURANCE 8.1. CONTRACTOR has familiarized himself/herself with the nature and extent of the Contract Documents, Work, locality, and with all local conditions and Federal, State and local laws, ordinances, rules and regulations that in any manner may affect cost, progress or performance of the Work. 8.2. CONTRACTOR has studied carefully all reports of investigations and tests of subsurface and latent physical conditions at the site or otherwise affecting cost, progress or performance of the Work which were relied upon by ENGINEER in the preparation of the Drawings and Specifications and which have been identified in the Supplementary Conditions. 8.3. CONTRACTOR has made or caused to be made examinations, investigations and tests and studies of such reports and related data [in addition to those referred to in the above paragraph] as CONTRACTOR deems necessary for

ade or caused to be made examinations, investigations and tests and studies of such reports and related data [in addition to those referred to in the above paragraph] as CONTRACTOR deems necessary for the performance of the Work at the Contract Price within the Contract Time and in accordance with the other terms and conditions of the Contract Documents; and no additional examinations, investigations, tests, reports or similar data are or will be required for such purposes.

4 8.4. CONTRACTOR has correlated the results of all such observations, examinations, investigations, tests, reports and data with the terms and conditions of the Contract Documents. 8.5. CONTRACTOR has given ENGINEER written notice of any conflict, error or discrepancy that CONTRACTOR has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. 8.6. CONTRACTOR agrees that the Contract Documents are sufficient in scope and detail to indicate and convey understanding of all terms and conditions for performance of the Work. 8.7. In accordance with New Jersey Local Public Contracts Law 40A:11-18, CONTRACTOR agrees that only domestic construction material, where available, will be used by CONTRCTOR, Subcontractors, material men and suppliers in the performance of this contract. ARTICLE 9. CONTRACT DOCUMENTS. 9.1. The Contract Documents which comprise the Contract between OWNER and CONTRACTOR are attached hereto and made a part hereof and consist of the following: 9.1.1. Notice to Bidders. 9.1.2. Instructions To Bidders. 9.1.3. Bid Proposal Form and attachments. 9.1.4. This Agreement. 9.1.5. Construction Performance Bond, Construction Payment Bond, and other required Bonds and Notice to Proceed. 9.1.6. Certificate of Insurance. 9.1.7. Contract Provisions as included in relevant Section/s of this Project Specifications & Conditions. 9.1.8. General Conditions. 9.1.9. Supplementary Conditions. 9.1.10. Specifications (as listed in Table of Contents of the Project Manual). 9.1.11. Contract Drawings as listed on the Drawing Index of the Contract Documents.. 9.1.12. Addenda (no addenda issued) 9.1.13. Any modification, including Change Orders, duly delivered after execution of Agreement. 9.1.14. New Jersey Department of Environmental Protection Regulations (If applicable) ARTICLE 10. MISCELLANEOUS 10.1. Terms used in this Agreement which are defined in the Contract Documents shall have the meanings assigned in the Contract Documents.

5 10.2. To the extent of any inconsistency between the Contractor’s Bid Submission and the Bid Specifications, the Bid Specifications shall govern as to that inconsistency over the Contractor’s Bid Submission. 10.3. Contractor hereby indemnifies the Township and saves it harmless, including Township employees, representatives, agents and servants, from and against any and all losses, claims, liabilities and expenses including legal fees and costs which may arise or be claimed against the Township, its agents, representatives, servants or employees in connection Contractor’s actions under this Agreement. Township agrees that all funds due Contractor for properly providing the services described in this Agreement will be provided to Contactor in a reasonable and timely manner. 10.4. This Agreement shall be construed in accordance with the laws of the State of New Jersey without regard to conflict of law principles. The parties consent to the personal and subject matter jurisdiction of the Superior Court of New Jersey, Essex Vicinage for resolution of any and all claims arising out of or in connection with this Contract. The parties waive any right to a jury as to any and all issues. 10.5. Neither OWNER nor CONTRACTOR shall, without the prior written consent of the other, assign or sublet in whole or in part any interest under any of the Contract Documents; and, specifically but without limitation, CONTRACTOR shall not assign any monies due or to become due without the prior written consent of OWNER. In case CONTRACTOR assigns all or any part of any monies due or to become due under this Contract, the instrument of assignment shall contain a clause substantially to the effect that it is agreed that the right of the assignee in and to any monies due or to become due to CONTRACTOR shall be subject to prior claims of all persons, firms and corporations for services rendered or materials supplied for the performance of the Work called for in this Contract. 10.6. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents. 10.7. The Contract Documents constitute the entire agreement between OWNER and CONTRACTOR and may only be altered, amended or repealed as stipulated in the Contract Documents. 10.8. All changes to this Contract shall

ct Documents constitute the entire agreement between OWNER and CONTRACTOR and may only be altered, amended or repealed as stipulated in the Contract Documents. 10.8. All changes to this Contract shall be subject to Municipal Council approval. 10.9. The CONTRACTOR certifies that at least fifty-three (53) percent of the total Contract Price, as promulgated by the New Jersey Department of Treasury for the County of Essex, will be directed and paid to a minority business enterprise, either through joint venture arrangement, partnerships, subcontractors, the purchase of goods and services or any other method available. The term "minority business enterprise" shall mean a business at least fifty-one (51) percent of the stock of which is owned by a minority group member. "Minority group members" are citizens of the United States, who are African or African- American, Hispanic or Latino, Asian, American Indian, Eskimo, and Aleut.

6 10.10. The CONTRACTOR certifies that at least seven (7) percent of the total Contract Price will be directed and paid to a women’s business enterprise through joint venture arrangement, business partnerships, subcontractors, the purchase of goods and services or any other method available. The term “women’s business enterprise: shall mean a business where at least fifty-one (51) percent of the stock of which is owned by women. 10.11. The TOWNSHIP can terminate the contract without cause upon thirty-days (30) notice to the other party, to the extent permitted by law. 10.12. SEVERABILITY If any provision of this Agreement, or any portion thereof, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby and shall continue in full force and effect as if such invalid, illegal, or unenforceable provision had never been contained herein. Each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. If any provision of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law. The parties expressly acknowledge and agree that they would have entered into this Agreement regardless of the enforceability of any particular provision. 10.13. ENTIRE AGREEMENT (MERGER) This Agreement, including all exhibits, appendices, and attachments hereto, sets forth the entire agreement between the Public Entity and the other party with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, warranties, and agreements, whether oral or written, between the parties. All previous drafts, proposals, and communications between the parties relating to the subject matter of this Agreement are hereby merged into this Agreement. Neither party has relied upon any representation, warranty, or undertaking that is not expressly set forth in this Agreement. The parties acknowledge that there are no terms, conditions, representations, warranties, promises, covenants, or understandings between the parties other than those expressly set forth herein. 10.14. MODIFICATIONS No amendment, modification, waiver, or other change to any provision of this Agreement shall be

or understandings between the parties other than those expressly set forth herein. 10.14. MODIFICATIONS No amendment, modification, waiver, or other change to any provision of this Agreement shall be effective unless specifically set forth in a writing titled "Amendment to Agreement" that expressly identifies the provision(s) being amended and is signed by authorized representatives of both parties. No course of dealing, delay, or failure to enforce any provision of this Agreement shall constitute an amendment, modification, waiver, or continuing waiver of such provision or any other provision of this Agreement. Email exchanges, text messages, or other electronic communications, regardless of content, shall not constitute a signed writing for purposes of modifying this Agreement. The parties acknowledge that this provision is essential to maintain clarity and certainty in their