Township Council Meeting — Packet

fic improvements planned for it. Prepare Contract Drawings for the proposed road improvements. We anticipate that the following drawings will be prepared by H2M: - Cover Sheet -1 drawing - Key Map, Legend, and General Notes — 1 drawing. - Estimate of Quantities - 1 drawing. - Plan Drawings (scale 1" = 40' horizontal) of the section of Hunterdon Road, Sussex Road, and Morris Road indicated in the RFP — 5 drawings. - Construction Details, including granite block curbs, milling and resurfacing of roadways and driveways, concrete roadway repairs and leveling courses, curb ramps — 5 drawings. - Soil Erosion and Sediment Control Details — 1 drawing. - Traffic Control Details — 2 drawings.

Zayibeth Carballo, P.E. Township of West Orange November 27, 2024 Page 3 of 5 Contact the Township Police Department Traffic Bureau to coordinate the proposed road closures and traffic detours. Aerial imagery will be used for preparation of base mapping to show the extent of the proposed road closures and detours. Sign locations will be shown on the drawings for the Township and Contractor's use during the construction phase of the project. Prepare Traffic Detour Plans — 1 drawing. Prepare NJDOT supplementary specifications. H2M will combine the NJDOT supplementary specifications with the Township's standard administrative “front end” specifications that have been used on previous projects recently. These combined specifications will constitute the Contract Specifications. The Contract Drawings and Contract Specifications will constitute the Bidding Documents. H2M will furnish 20 sets of Bidding Documents to the Township. Prepare an Opinion of Probable Construction Cost. Construction-Related Services While not included in this Proposal, full time construction observation is warranted for underground utility work, such as the sanitary sewer replacement. H2M will furnish a separate proposal to the Township for such work if requested by the Township. Owner Responsibilities In conjunction with the performance of the Professional Engineering Services by H2M described in this Proposal, the Township will arrange, provide, or perform the following: Provide topographic and planimetric mapping from 2010 aerial photography, preferably in .dwg or -dxf format and provide copies of current Tax Maps in areas where street improvements are proposed. Obtain permission from property owners for surveying beyond right-of-way limits. Arrange for and pay the costs associated with Police for traffic control which may be required for the survey and design work of this project, e.g. obtaining sewer inverts. Coordinate with the respective utilities for utility relocation and design as needed to accommodate ADA-compliant curb ramps. Provide Township's standard administrative “front end” specifications in Microsoft Word format. Advise H2M of proposed road closures and detour routes. Distribute and coordinate traffic control and detour plan with the Contractor. Review and approve traffic control devices set up by the Contractor during construction.

Zayibeth Carballo, P.E. Township of West Orange November 27, 2024 Page 4 of 5 Engineering Fee, Billing Method, and Terms of Service Based on the foregoing understanding and Scope of Services, H2M proposes compensation for Professional Engineering Services as follows: Service Fee Surveying and DeSIQM........ssssssssseseesescesecscssrseeeesssee $ 36,500 Lump Sum The engineering fees for the Surveying and Design to be performed for the project, as presented in this Proposal, will be based on a lump-sum price, and will be the total fees for the services described for the work to be performed. Any services provided outside the Scope of Services presented in this Proposal will be performed only after receiving explicit permission from the Township and will be billed on the basis of hourly fee rates plus reimbursable expenses in accordance with the enclosed Billing Rate Schedule. H2M will bill the Township for Professional Engineering Services on a monthly basis. For lump-sum services, billing will be based on the percentage of work completed and a synopsis of the project status will be provided. For services provided on the basis of hourly fee rates plus reimbursable expenses, the billing will reflect the time expended by H2M personnel assigned to the project, reimbursable expenses, and a brief description of the services provided. Also enclosed are H2M's State of New Jersey Business Registration Certificate, a sample Certificate of Liability Insurance, and our Standard Terms and Conditions, which, together with the Billing Rate Schedule, are integral parts of this Proposal. The return of a signed copy of this Proposal and H2M’s Standard Terms and Conditions will confirm the Township's acceptance of the Proposal and authorization to H2M to proceed with the work. H2M appreciates the opportunity of presenting this Proposal to the Township. Please advise us if you need additional information or require clarification of this Proposal. Very truly yours, H2M Associates, Inc. Digitally signed by Charles Martallo DN: C=US, E* yner \ vi Excmaraiogramcon, | Charles Martello ie 1024.11.27 a Charles A. Martello, P.E., LSRP Alec J. Mittiga, P.E, Senior Vice President Assistant Vice President Enclosure The Township of West Orange hereby engages H2M to perform the services described above for the compensation set forth and under H2M's Standard Terms and

e President Assistant Vice President Enclosure The Township of West Orange hereby engages H2M to perform the services described above for the compensation set forth and under H2M's Standard Terms and Conditions. The Township of West Orange authorizes H2M to commence the services upon receipt of an executed copy of this letter. The Township of West Orange and H2M agree that this letter, together with the listed enclosures,

Zayibeth Carballo, P.E. Township of West Orange November 27, 2024 Page 5 of 5 constitutes the entire agreement between the Township of West Orange and H2M relating to the project. PROPOSAL AGREED & ACCEPTED BY: Signature Print Name Title Client Township of West Orange West Orange, NJ Address Date

(Ver 210520) H2M Standard Terms & Conditions Client | Township of West Orange, New Jersey Site _| MA 2025 NJDOT Municipal Aid Program - Helen Avenue, Lawrence Avenue, Florence Place, and Lowell Avenue Improvement Project Services _| Survey, design, contract documents for road improvement project Client's Rep. | Zayibeth Carballo, P.E. H2M's Rep. [Alec Mittiga Phone/E-Mail | 973-325-4160/engineering@westorange.org Phone/E-Mail. | 973-492-3309/amittiga@h2m.com 1. Applicability of Terms and Conditions. 1.1. Applicable to Scope of Services. The scope of services, pricing and schedules included with H2M's proposal are contingent upon the Client accepting the terms and conditions (“Standard T&C”) herein. Any changes hereto which affect H2M's rights, obligations, or risk exposure shall entitle H2M to make appropriate adjustments to its pricing and proposal, 1.2, Applicable to Preliminary Services. These Standard T&C shall also apply to any services H2M performs prior to the Parties executing a written Contract. In such circumstances, Client's direction to H2M to render services shall constitute acceptance of these Standard T&C. 2. Authority of Signers and Parties. 7 2.4. Authority to Contract. The individuals signing the Contract each ‘warrant that s/he is empowered to sign on behalf of and bind the indicated Party to these Standard T&C and all other components of the Contract 2.2. Authority for Project. Client warrants that it has any authority and permission required from Owner to engage H2M in the Services concerning the Site, and to grant H2M physical access to the Site as needed to perform the Services. 3. Contractual Obligations 3.1, Designated Representative. Each Party shall designate a “Representative” in writing above. Each Representative shall have the authority to transmit and receive instructions and other information, and to render interpretations and decisions concerning the Project and Contract on behalf of the Party s/he represents. Each Party is entitled to rely on communications from the other Party's Representative as authoritative. Each Representative shall issue decisions, interpretations and communications promptly as to avoid unreasonable delays in delivery of the Services. 3.2, Commencement. H2M is not obligated to commence or continue tendering any Services until both Parties have signed the Contract and Client has paid any

asonable delays in delivery of the Services. 3.2, Commencement. H2M is not obligated to commence or continue tendering any Services until both Parties have signed the Contract and Client has paid any required Fee advance specified in the proposal. 3.3, Performance Standards. Each Party shall exercise its rights and perform its obligations in a reasonable and non-negligent manner. H2M shall perform its Services within the Standard of Professional Care. Client shall pay compensation for all Services so rendered. H2M makes nor implies any other warranties or guarantees, herein or otherwise, concerning the Services or the outcome of the Project. 3.4, “Standard of Professional Care” means the standard of care and skill recognized by law to apply to licensed professionals practicing the same profession, under the same circumstances, at the same time and location, as the Services rendered by H2M. Nothing in any part of the Contract is intended, nor shall anything be so interpreted as, to elevate the Standard of Professional Care beyond the definition included here. 3.5, Document Ownership. All information (including but not limited to drawings and specifications) developed by H2M are instruments of service only, and not products produced for sale nor works made for hire. H2M reserves all of its copyright, ownership and other rights with respect to such information. Client shall not modify and shall not apply such information outside of the Project or for any purposes other than that for which it was created. Client shall defend and indemnify H2M against any claims, liabilities and costs associated with such unauthorized treatment of the information. Client may reuse the information for authorized purposes only with advance written consent from H2M that details the scope of, additional compensation for, and appropriate protections associated with such reuse. 3.6. Site Access. Client guarantees full and free H2M access to the Site and shall cooperate with H2M in gaining access to any other real property required for the performance of the Services. 3.7. Preliminary Inforthation. Client shall provide to H2M in writing any pertinent information it possesses that might affect the Project requirements (including but not limited to design objectives and constraints, budgetary limitations, surveys, related reports and studies, environmental, geotechnical, and soil

ight affect the Project requirements (including but not limited to design objectives and constraints, budgetary limitations, surveys, related reports and studies, environmental, geotechnical, and soil data, preliminary designs, etc.). H2M is entitled to rely on the accuracy of all information that the Client provides, H2M shall not be required to verify any such information, unless such task and information is specifically listed in the Scope of Services. 3.8. Hazardous Materials. Client warrants that to the best of its knowledge there are no constituents of concern on or adjacent to the Site, other than those previously disclosed in writing to H2M. Nothing in this Contract shall be interpreted to give H2M responsibility for the current existence or introduction (including by, but not limited to, dispersal, discharge, escape, release, or saturation, either sudden or gradual) to the Site of any hazardous materials (including but not limited to smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids, or gases) by anyone other than H2M. Client shall therefore hold H2M harmless as to all such matters. 3.9. Claims Assistance. H2M shall be entitled to hourly compensation as Additional Services for all time spent analyzing, preparing, testifying, and otherwise assisting Client to pursue or defend claims and disputes to which H2M is not a named plaintiff or defendant. 4. Payment Terms 4.1, Fees. The “Fees” are the component of compensation to be paid by Client to H2M for its effort in providing the Services. The Fees pertaining to this Contract, are set forth in the proposal, and any Amendments to the Contract. Additional services, when required will be invoiced at hourly rates of compensation or a negotiated lump sum, plus reimbursable expenses. 4.2, Reimbursable Expenses. The “Expenses” are the costs H2M incurs in rendering the Services which are to be reimbursed by Client. Expenses authorized by this Contract include but are not limited to: 4.2.1. Transportation, lodging and subsistence incidental to the project, courier charges, reproduction, renderings or models, specialty field equipment and fees paid for securing approval of authorities having jurisdiction over the project; Page 1 of 4

4.2.2, Sub-contractor expenses, plus a ten (10) percent mark-up to compensate H2M for its handling and administration costs; 4.2.2. Any other expenses set forth in the proposal. 4,3. Taxes. The amount of any sales, excise, value added, gross receipts or any other type of tax that may be imposed by any taxing entity or authority shall be paid by Client in addition to the Fees and Expenses. 4.4, Invoices. H2M shall provide invoices to Client for all Fees and Expenses due under this Contract. Payment of invoices shall not be contingent upon the action of any third party. Client shall pay each invoice within thirty (30) days of the invoice date. 4.5. Interest on Past Due Amounts. Invoices, Fees, and Expenses will be past due as of the thirty first (31st) day following the date of the invoice. All past due amounts shall accrue interest at the maximum rate permissible by lawuntil the date upon which they are finally paid. 4.6. Required Fee Advance. As security against the risks and costs of mobilizing to commence performing the Services, H2M may require a Fee advance. Any such Fee advance will be specified in the proposal. The fee advance will be deposited upon receipt and booked as an outstanding credit against accounts receivable from the Client. The Fee advance will be applied to Client's final invoice. 5, Project Risk Management 5.1. Mutual Waiver. Except as otherwise specifically provided for in these T&C, neither Party shall hold the other responsible for, any consequential damages, nor any damages other than direct damages. 5.2, Mutual Indemnification. Subject to the applicable concepts’ of contributory and comparative fault, and in addition to any other compensation provided by law or this Contract, each Party shall indemnify the other Party's “Indemnitees” (the Party, its owners, directors, officers, employees and volunteers) against third-party claims and liabilities (including the reasonable costs of defending such claims) for death, bodily-injury, and property damage, but only to the extent such have been caused by the negligence of the indemnifying Party (including its owners, directors, officers, employees, volunteers, and those contractors for whom it is legally responsible), and not to the extent such are caused by any other means (including but not limited to the negligence of the Indemnitees themselves). 5,3. Insurance Coverage. H2M

for whom it is legally responsible), and not to the extent such are caused by any other means (including but not limited to the negligence of the Indemnitees themselves). 5,3. Insurance Coverage. H2M shall maintain the following insurance coverage while performing the Services. Upon request, H2M will provide a Certificate of Insurance to Client as Certificate Holder reflecting such coverage. 5.3.1. Workers’ Compensation and Disability coverages with limits at least in the amount required by law. 5.3.2. Employers’ Liability coverage with policy limits not less than one million dollars ($1,000,000) each accident, one million dollars ($1,000,000) each employee, and one million dollars ($1,000,000) policy limit. 5.3.3, Automobile Liability coverage for H2M owned and non-owned vehicles utilized in performance of its Contract obligations, meeting statutorily required coverage, and with policy limits not less than one million dollars ($1,000,000) each accident for bodily injury, death of any person and property damage. 5.3.4. Commercial General Liability coverage with policy limits of not less than one million dollars ($1,000,000) each occurrence and two million dollars ($2,000,000) in the aggregate for bodily injury and property damage. 5.3.5. Professional Liability coverage for negligent acts, errors and omissions in the performance of professional services with policy limits ofnot less than one million dollars ($1,000,000) per claim and one million dollars ($1,000,000) in the aggregate. (Ver 210520) 5.3.6. Pollution Liability coverage with policy limits of notless than one million dollars ($1,000,000) per claim and one million dollars ($1,000,000) in the aggregate, whenever such would apply to H2M's Services. 5.4, Additional Insured Coverage. Client shall be covered as Additional Insured under the terms of H2M’s Commercial General Liability policy. 5.5, LIMITATION OF H2M LIABILITY. H2M's AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM AND/OR RELATED TO THIS CONTRACT, THE SERVICES, THE PROJECT, AND/OR THE SITE, SHALL BE LIMITED TO THE GREATER OF THE AMOUNT OF FEES PAID UNDER THIS CONTRACT OR FIFTY THOUSAND DOLLARS ($50,000.00). 6. Dispute Resolution 6.1. Notice of Claim or Dispute. An aggrieved Party shall give the other Party written notice of any claim or dispute arising from the Project, the Services, or this Contract. The Parties shall endeavor in