256-26 Agreement - Herbst-Musciano LLC Contract 2026 - 10 Rooney Circle.pdf

256-26 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made this 15 day of September, 2026 BETWEEN: Township of West Orange 66 Main Street West Orange, New Jersey 07052 Hereinafter Referred to as the "Township" AND: HERBST-MUSCIANO, LLC Hereinafter Referred to as the "Professional;" W I T N E S S E T H: WHEREAS, the Township recognizes the need for Professional Design Services; and WHEREAS, in that connection HERBST-MUSCIANO, LLC is qualified to provide said services; and WHEREAS, the Township desires to engage HERBST-MUSCIANO, LLC, to serve as an "Independent Contractor" to provide professional design services that may be designated by the Township as a fair and open contract pursuant to the provisions of N.J.S.A. 19:44A- 20.5; NOW, THEREFORE, in consideration of the terms, conditions and stipulations hereinafter set forth, it is mutually agreed by and between the parties: 1. WORK TO BE PERFORMED a) The Professional shall perform services for the Township of West Orange as specified and detailed in the proposal for services issued on August 13, 2026 (the “Proposal”), which is hereby incorporated herein and attached hereto as Exhibit A. In the event of any conflict between the Proposal and this Agreement, the terms and conditions contained within this Agreement shall be controlling. b) Any and all work performed pursuant to this Agreement shall be performed to acceptable practices, and standards within the industry and to the satisfaction of the Township. 2. CONSIDERATION 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 Herbst-Musciano Municipal Rate Sheet attached hereto as Exhibits B, 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 representatives and successors. 8. MODIFICATIONS No modification of this Agreement shall be valid or binding unless the modifications shall be in writing, approved by the Township's Municipal Council and executed by and between the Township and the Professional.

9. NO WAIVER No waiver of any term, provision or condition contained in this Agreement or any breach of any such term, provision or condition shall constitute a waiver of any subsequent breach of such term, provision or condition by either party, or justify or authorize the non-observance on any other occasion of the same, or any other term, provision, or condition of this Agreement by either party. 10. CAPTIONS The captions or the paragraph headings contained in this Agreement are solely for purposes of convenience and shall not be deemed part of this Agreement for the purpose of construing the meaning thereof or for any other purpose. 11. RECORDS All records and data relating to work performed for the Township shall belong to the Township and shall be surrendered to the Township upon the expiration or termination of this Agreement, except that the Professional will retain such information as is necessary to maintain a complete work record. The Professional shall not use such information or data except for the performance of the service hereunder, without the prior written permission of the Township. 12. INSURANCE The Professional performing work for or on behalf of the Township of West Orange shall keep in force the following types of insurance at its own expense and underwritten by a company licensed to do business in the State of New Jersey and acceptable to the Township of West Orange. The Township of West Orange reserves the right to accept, amend or modify any of the conditions listed. The Township of West Orange must be notified within three (3) days of an offense, which may result in a claim. The Professional shall not take any action to cancel any of the insurance required under this Agreement without the approval of the Township. The maintenance of insurance under this section shall not relieve the Professional of any liability greater than the insurance coverage. Any and all subcontractors retained must fully comply with the same insurance requirements as listed. a. WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE with limits of not less than $1,000,000.00 will be maintained in full force during the life of this contract by the professional covering all employees engaged in performance of this contract pursuant to N.J.S.A. 34:15-12(a) and N.J.A.C. 12-235-

during the life of this contract by the professional covering all employees engaged in performance of this contract pursuant to N.J.S.A. 34:15-12(a) and N.J.A.C. 12-235- 1.6.

b. GENERAL LIABILITY INSURANCE with limits of not less than $1.000,000.00 for Bodily Injury and Property Damage Liability each occurrence and $1,000.000.00 General Aggregate will be maintained in full force during the life of the contract by the professional. The policy will include professional's protective liability insurance (also known as contingent liability insurance) with the same limits. In the event more than one insured is named in the policy, a CROSS LIABILITY endorsement will be included which provides that the employees of each of the named insureds are not excluded under the policy as respect to claims that are made against other named insured. c. AUTOMOBILE LIABILITY INSURANCE with limits of not less than $l,000.000.00 Liability and Property Damage Liability Combined Single Limit, $1,000,000.00 Uninsured Motorist and Underinsured Motorist, $1,000,000.00 Owned, Hired and Non-owned Automobile, will be maintained in full force during the life of this contract by the professional. d. PROFESSIONAL LIABILITY INSURANCE with the limits of not less than $2,000,000.00 maintained in full force during the life of the contract by the professional. 13. INDEMNIFICATION AND HOLD HARMLESS The Professional performing work agrees, at its sole coast and expense, to release, indemnify, defend and satisfy all judgments, and hold harmless the Township of West Orange including their employees, officers, agents, servants, representatives, and officials from and against any and all claims, actions, costs, penalties, losses, damages, liabilities, judgments, demands, and expenses, including, but not limited to, attorney's fees and defense costs which arise out of the performance of this Agreement providing that such claim, action, judgment, cost, penalty, liability, damage, loss or expense is caused in whole or in part, by the negligence or professional error or omission of the Professional or any person employed by it. The Professional shall provide to the Township with evidence that, at all times during the term of this engagement, it has obtained statutory professional liability and any other statutorily required coverages. No limitations on the foregoing

ship with evidence that, at all times during the term of this engagement, it has obtained statutory professional liability and any other statutorily required coverages. No limitations on the foregoing indemnity shall impair or limit the Township's recourse to the

insurance coverage set forth herein. 14. TERMINATION Either party may terminate the Agreement upon twenty (20) days written notice to the other party. Upon such termination, the Township shall pay the Professional for all services performed hereunder up to the date of such termination in accordance with the payment terms of this Agreement as well as all reasonable costs and expenses incurred by the Professional in effecting the termination, including, but not limited to non-cancelable commitments and demobilization costs. 15. ENTIRE AGREEMENT This Agreement, including the attachments referenced herein, contains the entire Agreement of the parties hereto and may not be amended, modified, released or discharged, in whole or in part, except as specifically provided herein or in an instrument in writing executed by the parties hereto. 16. EFFECTIVE DATE OF CONTRACT This Agreement shall not become binding upon the parties until the Township adopts a bond ordinance and/or appropriates the funds necessary for this Agreement and the Township's Treasurer certifies to the availability of funds if applicable pursuant to NJ.AC. 5:30-5.4 17. This Agreement has been awarded to the Professional based on the Professional's merits and abilities to provide the professional Services described herein. This Agreement was awarded through a "Fair and Open Process" pursuant to N.J.S.A. 19:44A-20.5 et seq. 18. NEW JERSEY PREVAILING WAGE ACT The New Jersey Prevailing Wage Act, Chapter 150 of the Laws of 1963 as amended by Chapter 64 of the Laws of 1974 may apply to this Agreement. If so, the Agreement must set forth the prevailing wage rate in the locality of the Contractor for each craft or trade or classification of all workers needed to perform the Agreement during its performance period. The Contractor’s Fee Schedule is incorporated herein by reference and attached hereto as “Exhibit B.” If required by law, the Contractor acknowledges that it has ascertained from the Commissioner of Labor and Industry of the State of New Jersey the prevailing wages in the locality of the Contractor which shall be paid by the Contractor to workers employed in the performance

om the Commissioner of Labor and Industry of the State of New Jersey the prevailing wages in the locality of the Contractor which shall be paid by the Contractor to workers employed in the performance of the Agreement, and a copy of such prevailing wages shall be incorporated in the Agreement and binding on the Contractor. In the event that any such prevailing wage is increased prior to the award of the Agreement, then the increased prevailing

wage or wages shall apply and supersede those issued as of an earlier date. In accordance with the New Jersey Prevailing Wage Act, the Contractor and any subcontractor shall pay to workers wages which are not less than the prevailing wages set forth for the locality of the Contractor and made a part of the Agreement. 19. PAY TO PLAY REQUIREMENT The Professional is advised of the responsibility to file an annual statement on political contributions with the New Jersey Election Law Enforcement Commission pursuant to N.J.S.A. 19:44A-20.13 (P.L. 2005, c.271 §3) if the Professional received contracts in excess of $50,000 from public entities in a calendar year. It is the Professional's responsibility to determine if filing is necessary. Additional information on this requirement is available from ELEC at 888- 313-3532 or at www.elec.state.nj.us. By executing this Contract, the Professional certifies that it has neither made or solicited nor will make or cause to be solicited a prohibited Contribution in violation of any applicable federal, state or local laws. Any such failure to comply shall constitute a breach of the Contract. 20. AVAILABILITY OF FUNDS This is a contract which may be awarded in one fiscal year although the date on which it properly takes effect may fall in a different fiscal year. Accordingly, this contract is subject to the availability and appropriation of sufficient funds in the year in which it takes effect. N.J. Admin. Code 5:30-5.S(e). 21. CONFLICT OF INTEREST The Professional acknowledges that the nature of the service to be performed requires that the Professional must not have or appear to have a conflict of interest with any potentially adversarial party. The Professional agrees that: (a) It will not accept any assignments, compensation, consideration or gratuities from any other party with an interest in the subject matter of this Agreement that shall conflict or shall have the appearance of conflicting with the interest of the Township relative to the purposes of this Agreement. (b) In the event that a conflict or potential conflict of interest arises, the

ce of conflicting with the interest of the Township relative to the purposes of this Agreement. (b) In the event that a conflict or potential conflict of interest arises, the Professional shall notify the Township in writing within three (3) days of becoming aware of the conflict or the potential conflict. Failure to provide such notice may be grounds for termination of this Agreement for cause. (c) In the event that the Township receives timely notice of an actual or potential conflict, the Township and the Professional shall attempt to reach an agreement on a course of action in