Township Council Meeting — Packet

t this shall not be construed to relieve the CLIENT or his contractors from their responsibility for methods of work performance, superintendence, sequencing of construction, or safety in, on or about the jobsite. Section 12: INSURANCE Matrix is insurance as follows: 1) Worker's Compensation Insurance as required by applicable law, 2) General Liability and Automobile Liability Insurance (in the amount of $1,000,000 combined single limit) for bodily injury and property damage, and 3) Professional Liability (Errors & Omissions) with policy limits equal to at least $1,000,000. Upon request, Matrix shall provide insurance certificates illustrating the coverage herein. 2

CLIENT shall require the contractor(s} hired for the project to maintain general liability insurance (including coverage for premises, personal injury, property damage, completed operations, and contractual liability) naming CLIENT, Matrix and its consultants and employees, as additional insureds. Matrix may terminate services if proof of additional insured status is not provided prior to the start of construction without any liability to CLIENT for resulting damages, whether due to delay or otherwise. Section 13: INDEMNITY A. Matrix Matrix agrees to indemnify and hold harmless CLIENT from and against any damages (including legal fees and costs of investigation where recoverable by law) to the actual extent of negligence of Matrix in the performance of the Services hereunder, provided that such loss, damage, liability or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property. B. CLIENT The CLIENT, agrees to indemnify and hold harmless Matrix from and against any damages, (including legal fees and costs of investigation where recoverable by law) to the actual extent of negligence of the CLIENT, or anyone directly or indirectly employed by the CLIENT, in the performance of the CLIENT’s obligations under the Agreement, any non-conforming wastes waste(s) or discrepancies in the pertinent manifest(s) as defined by applicable regulations, or an condition existing at the work site(s) prior to the date of the Agreement or caused by anyone directly or indirectly employed by the CLIENT. Section 14: LIMIT OF LIABILITY Notwithstanding any other provision contained in the Agreement A. B. C. D. E. F. G. In no event shall Matrix, its employees, agents, consultants (including subcontractors) be responsible for any incidental, indirect, impact, or consequential damages (including loss of profits), liabilities or expenses incurred by the CLIENT or any third party as a result of Matrix's performance or nonperformance of the Services contracted for herein, and the CLIENT waives all such incidental, indirect, impact, or consequential damages. The obligations of Matrix under the Agreement are not intended to and shall not be personally binding on, nor shall any resort be had to the private properties of, any parent, subsidiary or affiliate of Matrix, or any of their respective officers, directors,

nded to and shall not be personally binding on, nor shall any resort be had to the private properties of, any parent, subsidiary or affiliate of Matrix, or any of their respective officers, directors, shareholders, partners, principals, members, managers, beneficiaries, employees, consultants (including sub-contractors) or agents. Any provision in this Agreement that inures to the benefit of Matrix shall also inure to the benefit of Matrix’s officers, directors, shareholders, partners, principals, members, managers, beneficiaries, employees, consultants (including sub-contractors) or agents. Matrix's total liability to CLIENT for any and all injuries, claims, losses, expenses or damages whatsoever arising out of, or in any way related to the Agreement from any cause or causes, including but not limited to Matrix's errors, negligence, omissions, strict liability, breach of contract or breach of warranty, shall not exceed the total contract amount for the Services provided by Matrix or the limit of liability available at the time of the claim, whichever is lesser. Matrix disclaims, and the CLIENT waives, any implied warranties of merchantability or fitness for a particular purpose with respect any equipment or other personal property procured by Matrix and provided to the CLIENT as part of any Services. Matrix and CLIENT agree that, to the extent any damages are covered by property insurance during construction, or afterwards, Matrix and CLIENT waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. Matrix and CLIENT, as appropriate, shall require of the contractors, subconsultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. CLIENT recognizes and expects certain Change Orders may be required due, in whole or in part to omissions, ambiguities, or inconsistencies in the Drawings, specifications, and other design documentation furnished by Matrix or as a result of the other professional services performed or furnished by Matrix under this Agreement, and that Matrix is not responsible for the costs associated with these Change

rnished by Matrix or as a result of the other professional services performed or furnished by Matrix under this Agreement, and that Matrix is not responsible for the costs associated with these Change Orders to the extent Change Orders include any cost that CLIENT would have incurred if the covered Change Order work had been included originally in the Drawings, specifications, and other design documentation, without any omission, ambiguity, or inconsistency in the Construction Documents. To the maximum extent permitted by law, the limitations on damages, the releases from liability, the limitations of liability, and the exclusive remedies provisions expressly provided in the Agreement shall apply even in the event of the fault of Matrix(in whole or in part), including but not limited to negligence , strict liability or breach of contract of Matrix. Section 15: PROJECT DELAYS If Matrix is delayed at any time in performing the Services for any specific project or activity by an act, failure to act, or neglect of the CLIENT or the CLIENT'S employees or any third parties; by changes in the scope of work; by unforeseen circumstances including delays authorized by the CLIENT and agreed to by Matrix; by acts of force majeure including, without limitation, fires, floods, riots, and strikes; by delays caused by foreign or domestic governmental acts or regulations; or by any cause beyond the reasonable control of Matrix, then the time for completion of the Services shall be extended based upon the impact of the delay. Matrix shall receive an adequate compensation adjustment if the delays caused by any of the above result in changes, require additional services, or result in additional costs to Matrix. Section 16: ASSIGNMENT Matrix and CLIENT shall not assign the Agreement in whole or part without the written consent of the other, except that CLIENT may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the CLIENT’S rights and obligations under this Agreement, including full payment of all sums due for services rendered. Matrix shall only execute consents reasonably required to facilitate such assignment. Matrix in no way is prohibited from retaining consultants or subcontractors, or persons and entities not in its employ, when it is appropriate to do so. Such persons and entities include, but

ignment. Matrix in no way is prohibited from retaining consultants or subcontractors, or persons and entities not in its employ, when it is appropriate to do so. Such persons and entities include, but are not limited to, surveyors, specialized consultants, drilling contractors, and testing laboratories. Matrix's use of others for additional services shall not be unreasonably restricted by the CLIENT provided Matrix notifies the CLIENT in advance. Section 17: THIRD PARTY EXCLUSION Nothing in this Agreement shall be construed to create a cause of action in favor of any third parties, it being the express intent not to create any thirdparty beneficiaries to this Agreement. 3

Section 18: SEVERABILITY If any clause or section of the Agreement shall be deemed void or invalid, such a decision shall only apply to that particular section(s) and shall not render the rest of the Agreement invalid. The balance of the Agreement shall remain in force. Section 19: TERMINATION Matrix may terminate the Agreement upon five (5) days’ written notice if the CLIENT defaults in the payment for the Services or for any other material default by the CLIENT under the Agreement. The CLIENT or Matrix may terminate the Agreement upon fourteen (14) days’ written notice for any reason which may arise or for no reason. In the event of such termination of the Agreement for any reason which may arise or for no reason, the termination will become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which party shall affect termination of the cause therefore, the CLIENT shall within thirty (30) calendar days of termination remunerate Matrix for the Services rendered and costs incurred (including all reimbursable costs hereunder), in accordance with Matrix's prevailing rate schedule. Section 20: GOVERNING LAW AND VENUE Unless otherwise provided in an addendum, the law of the State of New Jersey will govern the validity of the Agreement, its interpretation and performance, and remedies for any other claims related to the Agreement. Any litigation arising from this Agreement shall be venued in the Superior Court of New Jersey, Morris County. 4

2025 PERSONNEL RATES TITLE HOURLY RATE Expert Professional $350.00 Managing Director III $320.00 Managing Director II $300.00 Technical Director III $300.00 Managing Director I $280.00 Technical Director II $280.00 Technical Director I $260.00 Project Manager IV $245.00 Senior Professional IV $245.00 Project Manager III $230.00 Senior Professional III $230.00 Project Manager II $215.00 Senior Professional II $215.00 Project Manager I $195.00 Senior Professional I $195.00 Project Professional IV $185.00 Technical Specialist VIII $185.00 Project Professional III $175.00 Technical Specialist VII $175.00 Project Professional II $165.00 Technical Specialist VI $160.00 Project Professional I $155.00 Technical Specialist V $150.00 Staff Professional IV $145.00 Staff Professional III $135.00 Technical Specialist IV $135.00 Technical Specialist III $125.00 Staff Professional II $120.00 Technical Specialist II $115.00 Staff Professional I $110.00 Technical Specialist I $105.00 Administrative Support II $80.00 Administrative Support I $70.00 REIMBURSABLE EXPENSES ITEM FEE Black & White Copy 8½ x 11 to 18 x 24 $0.25/sheet Black & White Copy 24 x 36 to 30 x 42 $3.25/sheet Color Copy 8½ x 11 to 11 x 17 $0.50/sheet Color Copy 24 x 36 to 30 x 42 $35.00/sheet Mylar 24 x 36 $40.00/sheet Mylar 30 x 42 $60.00/sheet Robotic per diem Scanner per diem Subconsultants $350.00 $475.00 115% of cost Out-of-pocket expenses 115% of cost Mileage expenses Federal rates

104-25 March 25, 2025 RESOLUTION TO AUTHORIZE THE PURCHASE OF ADD ON’S TO THE ELECTRONIC MANAGEMENT HARDWARE/SOFTWARE PROGRAM THROUGH THE NJ COOPERATIVE PURCHASING ALLIANCE WHEREAS, the Township of West Orange (Township), in an effort to increase efficiencies and more effective communication within Township departments and the general public, the Township is moving to an updated electronic management system; and WHEREAS, the successful implementation of the upgrade of the electronic management system will enable the Township employees to access via desktop and mobile tools and provide the public to access to an easy-to-use online system platform; and WHEREAS, resolution 214-23 the purchase of such software/hardware; and WHEREAS, the Township has determined that more software will need to be developed for the conversion; and WHEREAS, as a local government unit and a member of the New Jersey Cooperative Alliance of the County of Bergen, can purchase such items, pursuant to the provision made in the Local Public Contracts Law N.J.S.A. 40A:11-5(2), without public advertising for such goods or services, through contracts already secured by the United States of America, the State of New Jersey, County or Municipality thereof; and WHEREAS, the vendor SHI International Corp holds the contract for I.C.C. Community Development Solutions dba Municity Integrated Parcel Management SaaS, located at 290 Davidson Avenue Somerset, NJ 08873, is under contract # CK04 Subcontract 24-38 available for the amount not to exceed $24,587.50. NOW, THEREFORE BE IT RESOLVED, by the Municipal Council of the Township of West Orange who hereby authorizes the Purchasing Agent, on behalf of the Township, to issue and execute a Purchase Order for not to exceed $24,587.50 to SHI International Corp with funds certified available by the Chief Financial Officer. Karen J. Carnevale, R.M.C., Municipal Clerk Joe Krakoviak, Council President Adopted: March 25, 2025 I hereby certify funds available from Account No.: 03-2475-16-0030-010 John C. Ditinyak, Chief Financial Officer

104-25 Pricing Proposal Quotation #: 25899666 Created On: 2/28/2025 Valid Until: 4/18/2025 NJ-Township of West Orange Public Sector Inside Sales Executive Mauricio Garcia Raymond Tutela 66 Main Street West Orange, NJ 07052 United States Phone: 973-325-4100 Fax: Email: mgarcia@westorange.org 300 Davidson Ave., Somerset, NJ 08873 Phone: (732) 209-6239 Fax: Email: Ray_Tutela@shi.com All Prices are in US Dollar (USD) Product 1 Development and Management - Details in Public Notes for Change Order ICC Community Development Solutions - Part#: NPN-ICCCD-DEVEL-A Contract Name: New Jersey Cooperative Purchasing Alliance Contract #: CK04 Subcontract #: 24-38 Qty Your Price Total 1 $20,790.00 $20,790.00 Total $20,790.00 Additional Comments Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date listed above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. For any additional information including Hardware, Software and Services Contracts, please contact an SHI Inside Sales Representative at (888) 744-4084. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0 CHANGE ORDER # WE2734_81424 – ADDITIONAL SERVICES Services Include: Development and Management of Custom Escalation/Notification Process Data Import, Conversion, and Management – Munidex Fox Pro Data Import, Conversion, and Management – FRA Health Data Municity Implementation Services Total with SHI Mark-Up: $20,790 Note: The New Jersey Cooperative Purchasing Alliance is a Service of the County of Bergen, County Executive James J. Tedesco III and the Board of Commissioners Hardware items on this quote may be updated to reflect changes due to industry wide constraints and fluctuations. Thank you for choosing SHI International Corp! The pricing offered on this quote proposal is valid through the expiration date set above. To ensure the best level of service, please provide End User Name, Phone Number, Email Address and applicable Contract Number when submitting a Purchase Order. SHI International Corp. is 100% Minority Owned, Woman Owned Business. TAX ID# 22-3009648; DUNS# 61-1429481; CCR# 61-243957G; CAGE 1HTF0

The products offered under this proposal are resold in accordance with the terms and conditions of the Contract referenced under that applicable line item.