Township Council Meeting — Packet

nd Demands 18.1 All notices, demands, requests or other communications required or permitted to be given pursuant to this Agreement must be in writing. 18.2 All notices, demands, requests or other communications required or permitted to be given pursuant to this Agreement shall be deemed to have been properly given or served by depositing the same in the United States mail, postpaid and registered or certified, return receipt requested, or by Federal Express or similar service providing receipt against delivery, as follows: 19

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement If to the State: Deval Desai, Director Division of Local Aid and Economic Development State of New Jersey Department of Transportation 1035 Parkway Avenue Trenton, New Jersey 08625 Or the designated District Office, Division of Local Aid and Economic Development, serving the area of the Subrecipient: District 1 200 Stierli Court Mount Arlington, NJ 07856 Phone: (973) 810-9120 Fax: (973) 601-0049 Morris, Passaic, Sussex and Warren District 2 153 Halsey Street - 5th floor Newark, NJ 07102 Phone: 862-350-5730 Fax: (973) 648-4547 Bergen, Essex, Hudson, and Union District 31035 Parkway Avenue Trenton, NJ 08625 Phone:(609) 963-2020 Fax (609)530-8044 Hunterdon, Middlesex, Mercer, Monmouth, Ocean and Somerset District 4 1 Executive Campus Route 70 West, 3rd Floor Cherry Hill, NJ 08002 Phone: (856) 414-8414 Fax (856) 486-6771 Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester and Salem If to Subrecipient: Zayibeth Carballo Director, Municipal Engineer Department of Engineering West Orange Township 25 Lakeside Avenue West Orange. NJ 07052 This Section does not apply to legal notices required by law or Court Rules. 20

October 2024 19. New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement Partial Invalidity To the extent that the intent and underlying purpose of this Agreement are not compromised, the invalidity or unenforceability of any term, covenant, condition or provision of this Agreement, or its application to any persons, entities or circumstances shall not render invalid or unenforceable the remainder of this Agreement, or the application of such term, covenant, condition or provision to persons, entities or circumstances other than those as to which it is held invalid or unenforceable, and each term, covenant, condition and provision of this Agreement shall remain valid and enforceable to the fullest extent permitted by applicable law. 20. Further Assurances The parties agree to cooperate with each other and to execute and deliver such further documents and assurances as may be necessary to carry out the purpose of this Agreement. 21. Subject to FHWA Regulations Notwithstanding anything contained herein to the contrary, so long as the Project is being financed out of proceeds from the Project Fund, this Agreement and the obligations of the parties hereunder are subject to the rules and regulations promulgated by the FHWA. 22. Entire Agreement; Counterparts; Disputes 22.1 This Agreement contains the entire agreement between the parties hereto and supersedes any and all prior understandings and agreements, oral or written, between the parties respecting the subject matter hereof. 22.2 This Agreement may be executed in two or more counterparts, each of which shall be deemed a duplicate original and all of which together shall constitute one and the same Agreement. 22.3 In the event a dispute arises concerning the meaning of any term used in this Agreement, or the Project Work and services required to be performed under this Agreement, or as to compensation under this Agreement, the dispute shall be decided by the Commissioner of Transportation or his duly authorized representative. 23. Choice of Law This Agreement is being executed and is intended to be performed in the State of New Jersey and shall be governed in all respects by the laws of the State of New Jersey. 21

October 2024 24. New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement Resolution The Subrecipient shall supply the necessary resolution authorizing the Subrecipient to enter into this Agreement and this Agreement shall not become binding on either party until it is executed by the Commissioner of Transportation or the Commissioner's designee. 25. APPENDIX A - Non Discrimination - Regulations of the Department of Transportation relative to pursuant to N.J.S.A. 10:5-31 et seq. are attached hereto and made a part of this Agreement. 26. APPENDIX B - Certification of Subrecipient is attached hereto and made a part of this Agreement. 27. APPENDIX C - Certification of New Jersey Department of Transportation is attached hereto and made a part of this Agreement. 28. APPENDIX D - NJDOT Code of Ethics for Vendors is attached hereto and made a part of this Agreement. 29. APPENDIX E - Certification of Subrecipient Eligibility is attached hereto and made a part of this Agreement. 30. APPENDIX F - Americans with Disabilities Act is attached hereto and made part of this Agreement. 31. APPENDIX G – Project Scope of Work is attached hereto and made a part of this Agreement. 32. APPENDIX H – Project Cost Estimate is attached hereto and made a part of this Agreement. 22

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to duly execute this Agreement on and as of the day and year first above written. Project: Gregory Ave and Lowell Ave Safe Routes to School Project Municipality: West Orange Township County: Essex Agreement Number: 2026-DT-DLA-501 Federal Project Number: F00S092 ATTEST/WITNESSED/AFFIX SEAL: SUBRECIPIENT(LPA) _____________________ Name: By:_______________________ Name: _________ Date Title ATTEST/WITNESSED/AFFIX SEAL: _________ Date Title NEW JERSEY DEPARTMENT OF TRANSPORTATION _____________________ _________ Anika James Date Department Secretary, New Jersey Department of Transportation By:_______________________ _________ Deval Desai Date Director, Division of Local Aid & Economic Development 23

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement [DAG E-Signature Page to be Inserted Once Signed] 24

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement APPENDIX A NONDISCRIMINATION During the performance of this Agreement, the SUBRECIPIENT, for itself, its assignees and successors in interest hereinafter referred to as the SUBRECIPIENT, agrees as follows: 1. Compliance with Regulations: The SUBRECIPIENT will comply with Regulations of the United States Department of Transportation relative to nondiscrimination in federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21 through Appendix H, and Title 23 C.F.R. § 710.405(b), hereinafter referred to as the Regulations), which are incorporated herein by reference and made a part of this Agreement. 2. Nondiscrimination: The SUBRECIPIENT, with regard to the work performed by it after award and prior to completion of the work, will not discriminate on the basis of race, color, age, sex, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The SUBRECIPIENT will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the Agreement covers a program set forth in Appendix B of the Regulations. 3. Solicitations for Subcontracts, including Procurement of Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the SUBRECIPIENT for work to be performed under a subcontract, including procurement of materials or equipment, such potential subcontractor or supplier shall be notified by the SUBRECIPIENT of the SUBRECIPIENT’S obligations under this Agreement and the Regulations relative to nondiscrimination on the basis of race, color, age, sex or national origin. 4. Information and Reports: The SUBRECIPIENT will provide all information and reports required by the Requisitions, or orders and instructions issued pursuant thereto, and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the STATE or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the SUBRECIPIENT is in the

by the STATE or the Federal Highway Administration to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the SUBRECIPIENT is in the exclusive possession of another who fails or refuses to furnish this information, the SUBRECIPIENT shall so certify to the STATE or the Federal Highway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of the SUBRECIPIENT’S noncompliance with the nondiscrimination provisions of this contract, the STATE shall impose such sanctions as are appropriate and available under the laws of the STATE. 6. (a)Withholding of payments to the SUBRECIPIENT under the contract until the SUBRECIPIENT complies, and/or 7. (b)Cancellation, termination, or suspension of the contract, in whole or in part. 25

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement 8. This Agreement is subject to all federal, State, and local laws, rules, and regulations, including, but not limited to, those pertaining to nondiscrimination in employment and affirmative action for equal employment opportunity. 9. The SUBRECIPIENT agrees to ensure that Disadvantaged Business Enterprises (DBE's) as defined in 49 C.F.R., Part 26 and FTA Circular 4716.1A, have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with federal-aid funds. Failure to make a good faith effort to meet the established DBE goal may result in sanctions as defined under paragraph 5 of this Appendix. 10. If at any time following the execution of this Agreement, the SUBRECIPIENT intends to sublet any additional portion(s) of the work or intends to purchase materials or lease equipment not contemplated during the original proposal preparation, the SUBRECIPIENT shall: 11. (a) Notify the Project initiator, in writing, of the type and approximate value of the work which the SUBRECIPIENT intends to accomplish by such subcontract, purchase order or lease. (b) Give DBE firms equal consideration with non-minority firms in negotiations for any such subcontracts, purchase orders or leases. Incorporation of Provisions: The SUBRECIPIENT will include the provisions of paragraph (1) through (9) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders or instructions, issued pursuant thereto. 26

October 2024 New Jersey Department of Transportation Division of Local Aid and Economic Development Federal Aid Cost Reimbursement Agreement APPENDIX B CERTIFICATION OF SUBRECIPIENT In executing the Agreement the SUBRECIPIENT’S signatory certifies on behalf of the SUBRECIPIENT that neither he, nor any other officer, agent or employee of the SUBRECIPIENT has: 1. employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for him or the SUBRECIPIENT) to solicit or secure this Agreement. 2. agreed, as an express or implied condition for obtaining this contract, to employ or retain the services of any firm or person in connection with carrying out the Agreement, or 3. paid, or agreed to pay, to any firm, organization or person (other than a bona fide employee working solely for him or the SUBRECIPIENT) any fee, contribution, donation, or consideration of any kind for, or in connection with, procuring or carrying out the Agreement; The Subrecipient shall expressly state any exceptions in a disclosure letter to the STATE which shall accompany the Agreement after execution by the SUBRECIPIENT on submission to the Commissioner or his designee for execution. The SUBRECIPIENT acknowledges that this certificate furnished to the STATE and which may be furnished to the U.S. Department of Transportation, in connection with this Agreement, is subject to applicable State and Federal laws, both criminal and civil. 27