Township Council Meeting — Packet

Should this fee estimate meet your approval, please provide our office with a professional services agreement or resolution as an indication of the work to proceed. In the meantime, should you have any questions concerning this matter, please do not hesitate to contact this office. Very truly yours, CME Associates Trevor J. Taylor, PE, PP, CME Senior Vice President TT S:\West Orange\Proposals\25-01-17 - Proposal for Green Acres Survey Golf Course.docx

Engineering | Surveying | Planning | Construction Management Zayibeth Caraballo, PE, PLS, PP, CME, CFM, CFS Director, Municipal Engineer Department of Engineering Township of West Orange 25 Lakeside Avenue West Orange, New Jersey 07052 January 15, 2025 Re: Proposal for Professional Services Green Acres Survey Rock Spring Golf Course Block 160.01, Lots 30 & 34 Block 160, Lots 2 & 10 Block 46.01, Lot 22 Northfield Avenue, Walker Road, Winding Way, Undercliff Terrace South, Hillcrest Avenue, West Road and Rock Spring Road. Township of West Orange, Essex County, New Jersey Green Acres Project Number: 0722-03-005 Green Acres Project Name: Open Space Acquisition Green Acres Owner ID: 0722-03-005-09 Dear Ms. Caraballo: Thank you for this opportunity to provide a Proposal for Professional Services. We understand you require State of New Jersey Department of Environmental Protection Green Acres Survey for the above-referenced parcel(s) having an area of approximately 140 acres. We have reviewed the Scope of Services, the contract for survey work, and performed preliminary research to assess the cost and time required to accomplish this task. SCOPE OF SERVICES Green Acres Survey We will prepare State of New Jersey Department of Environmental Protection (NJDEP) Green Acres Survey of the approximately 140-acre subject parcels in accordance with NJSA 45:8-27 et seq, and NJAC 13:40-1.1. We will also adhere to the guidelines as set forth by the NJDEP Green Acres Program Scope of Services and Standard Detail Requirements, dated July 1, 2023. Missing corner markers of the overall parcel(s) and of exceptions will be set as per the standards. We will set a minimum of three (3) new monuments at corners of each parcel for a total of six (6) monuments, the balance of the 58 remaining corners will be set using rebar with caps as per the standard stated above. We will also take photographs of all corner markers found or set, showing the corner and witness lath with the corner number clearly visible. This survey will be referenced to the North American Datum of 1983 (“NAD’83”), New Jersey State Plane Coordinate System utilizing Global Positioning System (“GPS”) methodology. Prior to commencing with the survey, we request that you supply or make available, all pertinent information and documentation in your possession relative to the subject parcel. Such information includes,

r to commencing with the survey, we request that you supply or make available, all pertinent information and documentation in your possession relative to the subject parcel. Such information includes, but is not limited to, title reports/searches, area surveys, records, deeds, original tract maps, public records, State, County, or Municipal maps. We also require any information on adjoining properties in the client’s possession. If the information supplied is not sufficient to render an accurate survey, GPI will make all reasonable efforts in accordance with the industry standard of care, to obtain additional required information. If, as a result of these efforts, not enough information is Over 60 offices throughout the United States www.gpinet.com An Equal Opportunity Employer

Zayibeth Caraballo Director, Municipal Engineer Township of West Orange January 15, 2025 found to prepare a boundary survey, or if a title search is not supplied, or if ambiguous or clouded title areas are found, the client will be notified in writing of the various options for proceeding with the project. Our firm does not provide title search services; therefore, boundary surveying services offered herein will be subject to such facts as a complete title search might disclose. FEE: $149,400.00 DELIVERABLES We will provide the deliverables as outlined in the RFP “Land Surveying Services”. Additionally, deliverables will be distributed as outlined in the RFP. We anticipate approximately 45 days from notice to proceed to completion. Should you have any questions, or if we may be of any additional service, please do not hesitate to contact our office. Sincerely, Greenman-Pedersen, Inc. 1.15.2025 __________________________________________________________ Name: Joseph Shashaty Date Title: Survey Project Manager JFS m:\proposal\jfs\new jersey\essex county\west orange\rock spring golf club\rock spring golf course.docx cc: Kevin S. Bogerman, P.L.S., Frederick J. Henkel Jr., P.L.S. AGREEMENT The undersigned accepts this proposal and the terms and conditions stated herein and authorizes GPI to proceed with the services as outlined. The undersigned accepts full responsibility for payment for services performed as described above. Payment will be made by acceptor of this contract and will not be dependent upon receiving payment from a third party not directly under contract to GPI. Green Acres Survey Accepted this By Page | 2 $149,400.00 day of 20____ (Authorized Signature) (Corporate Title) (Type or Print Name) (E-Mail Address) (Phone Number) (Fax Number)

Zayibeth Caraballo Director, Municipal Engineer Township of West Orange January 15, 2025 CONTRACT TERMS AND CONDITIONS 1. Time for Acceptance: This agreement is void if not signed and returned to GPI within 90 days of the date of the agreement. 2. Time for Rendering Services: GPI will perform the services described in these documents (“the Services”) following a mutually agreeable schedule consistent with sound professional practices. GPI agrees to use reasonable efforts to commence the Services on the date specified in the Agreement or contained in the agreed upon schedule, and shall proceed with reasonable diligence to complete the Services. Should GPI be delayed in the completion of the Services due to causes beyond GPI’s control or other excused delays, then GPI shall be awarded additional time to perform such Services and the price stated in the Agreement shall be equitably adjusted for any additional costs incurred by GPI due to such delay. 3. Site Access: Client will provide the necessary access and right of entry for GPI to enter and inspect all locations of the Project Site and to all offsite locations as necessary in order to allow GPI to perform its Services. GPI is not obligated to provide scaffolding or personnel hoists in order to perform the Services. 4. Standard of Practice and Care: Services performed by GPI will be consistent with the level of care and skill ordinarily exercised by members of this profession currently practicing in the same locality and under similar conditions. No other representation, expressed or implied, and no warranty or guarantee is included or intended in this Agreement or any report, opinion, document or otherwise. 5. Information Provided: Before GPI commences the Services, the Client shall provide GPI, in writing all necessary information to permit its proper performance of the Services. GPI shall be under no duty or obligation to verify the completeness or accuracy of the information provided by the Client and shall be entitled to fully rely thereon. GPI shall have no obligation to perform any Services until all necessary information has been provided in writing by the Client. GPI shall not be responsible for any locations, dimensions, depths, elevations, or a similar metric which are provided by the Client in error. 6. Interpretation of Codes and Ordinances: GPI endeavors to produce documents in

ble for any locations, dimensions, depths, elevations, or a similar metric which are provided by the Client in error. 6. Interpretation of Codes and Ordinances: GPI endeavors to produce documents in accordance with applicable codes and ordinances. It is understood and agreed, however, that code compliance issues are open to subjective interpretation by code enforcement agencies. GPI will not have the responsibility or liability for adverse code rulings where such rulings are due to subjective or unpredictable interpretation or application by code enforcement agencies or officials. GPI will advise the client of such rulings should they occur during the project design or construction phases. Additional engineering design associated with such rulings will be considered additional services, and are subject to additional fees. See “Additional Services” No. 11 in this document. 7. Existing Systems: The project design may require that GPI determine existing conditions. GPI will review documents provided by the Client and make visual observations at the site to determine these conditions. Through subsequent detailed site investigations or construction operations, existing conditions may be found to vary from these findings. Such variances may necessitate Scope of Services and fee revisions. The Client hereby agrees that GPI will be compensated for additional design services and will not be held responsible for additional construction costs or damages arising from such variances. 8. Field Observation Services: Field observation services performed by GPI pursuant to this contract, whether performed prior to, during, or after completion of construction, are performed solely for the purpose of determining general conformity of work with the contract plans and specifications. Nothing contained herein shall create or be deemed to create any duty or authority upon GPI or its Engineers to direct, supervise, or control the work (including safety procedures), of other contractors, subcontractors, consultants or their respective employees or by any other person at the project site (collectively “Client’s Contractors”). The Services do not include any form of guarantee or insurance with respect to the performance of Client’s Contractors. GPI does not assume responsibility for the Page | 3

Zayibeth Caraballo Director, Municipal Engineer Township of West Orange January 15, 2025 means, methods, sequences, and techniques employed by the Client’s Contractors in their work. GPI is only responsible for the health and safety of its own employees. 9. Confined Space/Ground Penetrating Radar: The services outlined herein exclude equipment rental costs or subcontracting fees associated with entry into confined space areas requiring OSHA certification beyond the 40 Hour Hazardous Waste Operations course or Ground Penetrating Radar (GPR) services for utility identification. Should entry into confined space or GPR services be necessary, an addendum to this proposal will be forwarded to you to accomplish the work with either in-house personnel or by subcontracting. 10. Permits and Licenses: Client shall timely, so as to not delay the Services, secure and pay for all easements, permits and licenses required by law, and shall give all notices required thereunder, unless otherwise agreed to herein. 11. Additional Services: Services not expressly included in these documents are defined as additional services, and will not be performed until approved and authorized in writing by the Client. 12. Change Orders: If Client wishes to change the scope of performance of the Services, Client must submit written details of the requested change to GPI. GPI shall, within a reasonable amount of time after such request, provide a written estimate to Client of (a) the likely time required to implement the change; (b) any necessary variations to the fees and other charges for the Services arising from the change; and (c) any other impact the change might have on the Agreement. Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order”). Neither party shall be bound by any Change Order unless mutually agreed upon in writing. 13. Design Changes: Any design changes made by others during the course of construction without the input or knowledge of GPI are done at the risk of the client, and will not be the responsibility of GPI. During construction, GPI shall have no control or responsibility for the means, methods, techniques, sequence, or procedures of construction, or safety precautions and programs incident to the work or the failure on the part of any party to comply with applicable laws,

the means, methods, techniques, sequence, or procedures of construction, or safety precautions and programs incident to the work or the failure on the part of any party to comply with applicable laws, rules, regulations, ordinances, or codes. 14. Hourly Rate Schedule (Not applicable to Lump Sum Fees): Services provided on an hourly basis will be invoiced at GPI’s prevailing hourly rates. Prevailing hourly rate changes occurring during the contract period will be applicable as of the effective date of rate change. Hourly rates are subject to change the first of January and July. 15. Prevailing Wages (If Applicable): The attached fees and hourly rates are based on actual charges, plus overhead costs, and are normal and competitive rates. These rates, however, are subject to change retroactively to the beginning of the contract if it is determined that prevailing wages, as set forth by State or Federal wage administrators, must be paid. This is true on projects funded in whole or in part by Federal or State grants or loans. If it is determined that these specific wage rats must be utilized, we reserve the right to adjust our proposal immediately retroactively to the beginning of the project. 16. Reimbursable Expenses: Reimbursable expenses will be billed to the Client. Reimbursable expenses include the cost of travel, reproductions, deliveries, postage, photographs, and handling of drawings, specifications, reports, or other project related material. Printing and reproduction expenses shall be invoiced in accordance with the attached schedule, unless otherwise agreed to herein. 17. Payment for Services: Services will be invoiced monthly based on work accomplished. Payment for Services rendered is due upon receipt of GPI’s invoice. If payment is not received within 60 days of invoice, GPI has the unilateral right to discontinue work on the project and terminate this Agreement with no legal recourse by the Client. Page | 4

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