Township Council Meeting — Packet

hall furnish such reports or other documents to the Division of Purchase & Property, CCAU, EEO Monitoring Program as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Division of Purchase & Property, CCAU, EEO Monitoring Program for conducting a compliance investigation pursuant to N.J.A.C. 17:27-1.1 et seq. 12

69-26 March 10, 2026 RESOLUTION WHEREAS, the Township Council of the Township of West Orange has determined that there exists a need to provide the following professional services for the Township: ___Municipal Planning Services; and WHEREAS, pursuant to the New Jersey Local Unit “Pay to Play Law, N.J.S.A. 19:44A-20.4 et seq., the Township has sought said qualified professional services through the use of a “fair and open process,” as defined in N.J.S.A. 19:44A-20.7; and WHEREAS, the Professional Services are exempt from the requirements of public bidding pursuant to the Local Public Contracts Law, more specifically, N.J.S.A. 40A:11-5(1)(a)(i); and WHEREAS, as required by this law, the Township provided sufficient notice of its Request for Proposals/Qualifications; publicly solicited RFPs through the utilization of the Township’s official Web site; established an award and disclosure process documented in writing prior to soliciting any RFPQs; publicly opened all proposals; and publicly will award the Contract via this Resolution of the Township Council; and WHEREAS, the Township has determined that retaining __Heyer, Gruel & Associates of 236 Broad Street Red Bank, New Jersey 07701 _ will be the most advantageous to the Township, all relevant factors considered; and, NOW, THEREFORE BE IT RESOLVED by the Mayor and Council of the Township of West Orange in the County of Essex, State of New Jersey that _ Heyer, Gruel & Associates of 236 Broad Street Red Bank, New Jersey 07701_ be and is hereby approved for this professional service for a term expiring on December 31, 2026; and BE IT FURTHER RESOLVED, that the Mayor and Township Clerk are hereby authorized to sign the agreement on behalf of the Township, which shall be available for public inspection in the office of the Township Clerk; and, BE IT FURTHER RESOLVED, that the Business Disclosure Entity Certification and the Determination of Value Certification be placed on file with this resolution; and BE IT FURTHER RESOLVED, that compensation for services rendered shall be claimed, approved and paid in the manner set forth in N.J.S.A. 40A:5-16 and pursuant to a professional service agreement to be entered between the parties; and, BE IT FURTHER RESOLVED, that the maximum dollar amount of this contract is reasonably estimated to be $85,000.00 over the contract term; however, the Township is not obligated

etween the parties; and, BE IT FURTHER RESOLVED, that the maximum dollar amount of this contract is reasonably estimated to be $85,000.00 over the contract term; however, the Township is not obligated to spend this amount and if exceeded, can be funded by additional encumbrances; and, 1

BE IT FURTHER RESOLVED, that the Township Clerk shall cause a notice of the adoption of this resolution be posted to the Township website at www.westorange.org, “Current Legal Notices”, “Resolution Notices,” within ten (10) days after passage hereof. I, Karen J. Carnevale, Township Clerk for the Township of West Orange, County of Essex, State of New Jersey, do hereby certify this is a true and correct copy of the resolution adopted by the Township Council at its Regular Meeting held on March 10, 2026. Karen J. Carnevale, R.M.C., Municipal Clerk Susan Scarpa, Council President Adopted: March 10, 2026 I certify funds are available from Account No(s):* Acct # 01-2010-00-3002-070 *Amount NTE: $85,000.00 John C. Ditinyak, Chief Financial Officer Subject to the approval of the 2026 Budget. 2

69-26 AGREEMENT THIS AGREEMENT, made this __________ day of __________, 2026 BETWEEN: Township of West Orange 66 Main Street West Orange, NJ 07052 Hereinafter referred to as the "Township” AND: Heyer, Gruel & Associates 236 Broad Street Red Bank, NJ 07701 Hereinafter referred to as the "Professional”. W I T N E S S E T H: WHEREAS, the Township recognizes the need for Municipal Planning Services; and WHEREAS, in that connection Heyer, Gruel & Associates is qualified to provide said services; and WHEREAS, the Township desires to engage Heyer, Gruel & Associates to serve as an “Independent Contractor” to provide professional 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 The professionals will perform all services to ensure the Township maintains compliance with the Municipal Housing Law and perform all services as requested by the Township Administrator. The Professional shall attend meetings as requested, draft zoning ordinances and provide redevelopment planning services along with tasks called for by the MLUL. 1

(a) The Professional shall perform the services set forth above in addition to those set forth in the Township’s Request for Qualifications and in the Professional’s submission in response annexed hereto as Exhibit A. (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 The Township shall compensate the Professional as follows: • Principals: $190.00/hour; • Principal Planners: $180.00/hour; • Senior Planners: $160.00/hour; • Associate Planners: $140.00/hour. 3. PAYMENT Payment shall be made by the Township within thirty (30) days of the receipt and approval of itemized bills and vouchers. No payments may be made in advance of services pursuant to N.J.S.A. 40A:5-16. 4. NOT-TO EXCEED AMOUNT Total compensation under this Agreement shall not exceed $85,000.00 (the “Not-toExceed Amount”) without a further written encumbrance and additional authorization by resolution of the Township Council. 5. TERM The term of this agreement shall be from January 1, 2026, through December 31, 2026, unless earlier terminated in accordance with the provisions set forth in Section 16, below. 6. 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. 2

7. 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. 8. 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. 9. 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. 10. 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 the Township and the Professional. 11. 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. 3

12. 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. 13. OWNERSHIP OF 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. 14. INSURANCE The Professional performing work for or on behalf of the Township 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. The Township reserves the right to accept, amend or modify any of the conditions listed. The Township 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. 12-2351.6. b. GENERAL LIABILITY INSURANCE with limits of not less than $1,000,000.00 for Bodily Injury and Property Damage Liability each occurrence and $2,000,000.00 4

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 $1,000,000.00 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. 15. 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 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 indemnity shall impair or limit the Township’s recourse to the insurance coverage set forth herein. 5

16. 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. 17. 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. 18. 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 Chief Financial Officer certifies to the availability of funds if applicable pursuant to N.J.AC. 5:30-5.4 19. FAIR AND OPEN 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. 20. 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-20.8 (P.L. 2004, c.19, s.7, amended 2005, ch.51, s.15) if the Professional received contracts in excess of $50,000 from public entities in a calendar year. It is the Professional’s 6