188-25 Exhibit A_GPI_WO Agreement Contract.pdf

AGREEMENT SUMMARY 2023 TRANSPORTATION ALTERNATIVES SET-ASIDE DESIGN ASSISTANCE WASHINGTON STREET CORRIDOR IMPROVEMENT PROJECT PHASE II CONSULTANT: ADDRESS: OWNER: PROJECT TITLE: TOTAL BUDGET: Greenman - Pedersen, Inc. 301 Gibraltar Drive, Suite 2A Morris Plains, NJ 07950 West Orange Township 25 Lakeside Avenue West Orange, NJ 07052-55623 TAP — 2023 Washington Street Corridor Improvement Project Phase 2 Township of West Orange, Essex County $382,214.78 Federal (FHWA Transportation Alternatives Program) Preliminary Engineering: $155,437.29 Final Design Engineering: $201,347.57 Estimated Construction Engineering Services: $25,429.92 Estimated Page 1 of 66 September 2024 TAP Standard Agreement

CONTENTS ARTICLE 1. STATEMENT OF WORK ARTICLE 2. PLANS AND SPECIFICATIONG..... ARTICLE 3 KEY PERSONNEL...........- ARTICLE 4. PERFORMANCE SCHEDULE. ARTICLE 5. ALLOWABLE COSTS AND PAYMENTS ARTICLE 6. EXAMINATION OF RECORDS. ARTICLE 7. PLANS THE PROPERTY OF TOWNSHIP OF WEST ORANGE. ARTICLE 8. REPORTS....... ARTICLE 9. TERMINATION ARTICLE 10. PUBLICITY... Sere! ARTICLE 11. DEBARMENT AND SUSPENSIO: ARTICLE 12. COMPLIANCE WITH LAWS ARTICLE 13. ASSIGNMENT. _ ARTICLE 14. INDEMNIFICATION/ INSURANCE. ARTICLE 15. SPECTAL PROVISIONS..........000006 ARTICLE 16. SUBCONTRACTORS sscssessissnssccrssccmnnny ARTICLE 17. REPRESENTATIONS, WARRANTIES AND COVENANTS ARTICLE 18. SITUS ree ARTICLE 19. NOTIFICATIONS... ARTICLE 20. CONFIDENTIALITY/PUBLICATION.. ARTICLE 21. NEW JERSEY BUSINESSREGISTRATION REQUIREMENT ARTICLE 22. EQUAL OPPORTUNITY ARTICLE 23. NONDISCRIMINATION.. ARTICLE 24, DISADVANTAGED BUSINESS ENTERPRISES. wo wmmmmeuIaIArR RA Ri ARTICLE 25. GENERAL PROVISIONS. «16 SIGNATURE PAGE wearsxgascasrassiy cine denscsmassmmeearanscerenennsmninenesreamnamesnnmmenemenentenmentenssese 17 EXHIBITS: EXHIBIT A Preliminary Engineering Scope of Services and Cost Proposal, dated June 24, 2024 (Revised August 20, 2024) EXHIBIT B Final Design Engineering Scope of Services and Cost Proposal, dated June 24, 2024 (Revised August 20, 2024) EXHIBIT C Construction Engineering Services Scope of Services and Cost Proposal, dated June 24, 2024 (August 20, 2024) EXHIBIT D Non-Discrimination EXHIBIT E Certification of Subrecipient EXHIBIT F Certification of New Jersey Department of Transportation EXHIBIT G NJDOT Code of Ethics for Vendors EXHIBIT H Certification of Subrecipient Eligibility EXHIBIT I Americans with Disabilities Act Page 2 of 66 September 2024 TAP Standard Agreement

AGREEMENT 2023 TRANSPORTATION ALTERNATIVES SET-ASIDE DESIGN ASSISTANCE WASHINGTON STREET CORRIDOR IMPROVEMENT PROJECT PHASE II This AGREEMENT, entered into on , 2025, by the West Orange Township, a municipal corporation of the State of New Jersey, hereinafter called “WEST ORANGE” and Greenman- Pedersen, Inc., hereinafter called “GPI.” WHEREAS, WEST ORANGE has received a grant commitment from the New Jersey Department of Transportation (NJDOT) under the 2023 Transportation Alternatives Set-Aside Grant Program for construction funding for the Washington Street Corridor Improvement Project Phase II Project (PROJECT), and WHEREAS, NJDOT has also made available a Design Assistance Program to fund the design of the PROJECT using federal funds and an approved engineering firm from a pool of firms established by NJDOT, and WHEREAS, WEST ORANGE has selected GPI from the NJDOT pool to provide Design Assistance for this PROJECT, NOW THEREFORE, GP! agrees to furnish and deliver the supplies and perform the services set forth in this agreement, for the consideration stated herein. ARTICLE 1. STATEMENT OF WORK (A) GPI shall provide the necessary personnel, equipment, facilities and supplies to perform the services specified in the attached Work Statement/Proposal marked Exhibits A, B and C, which by this reference is made a part hereof (see attached proposal). (B) This AGREEMENT is made pursuant to the terms of the grant agreement between NJDOT and WEST ORANGE, and all applicable provisions contained in the grant agreement shall be binding upon GPI, and GPI agrees to comply with same. (C) Each deliverable under this AGREEMENT shall be subject to acceptance testing or review by WEST ORANGE to verify that the deliverable satisfies the criteria required by the NIDOT. When WEST ORANGE reasonably determines that the applicable deliverable meets with the required criteria, then WEST ORANGE shall accept the deliverable. In the event that any deliverable does not conform to the required criteria, then WEST ORANGE will give GPI written notice thereof. WEST ORANGE will cooperate with GPI in identifying in what respects the deliverable has failed. GPI shall, at no cost to WEST ORANGE, promptly correct any deficiencies which prevent such deliverable from being acceptable to WEST ORANGE, so that the deliverable will conform to NIDOT required criteria. Page 3 of 66 September

ORANGE, promptly correct any deficiencies which prevent such deliverable from being acceptable to WEST ORANGE, so that the deliverable will conform to NIDOT required criteria. Page 3 of 66 September 2024 TAP Standard Agreement

ARTICLE 2. PLANS AND SPECIFICATIONS (A) GPIshall prepare, or have prepared, if required by the State, environmental documents, engineering documents, plans, specifications and estimates for the Project and shall submit them to the State for review. A Professional Engineer licensed to practice in New Jersey must prepare the plans and specifications. The State shall review the engineering documents, plans and specifications for conformance to program requirements and design standards. All design work shall conform to the applicable American Association of State Highway and Transportation Officials (AASHTO) design criteria, the current Manual on Uniform Traffic Control Devices (MUTCD), and the NJDOT Bicycle Compatible Roadway and Bikeways Planning and Design Guideline. However, the design of traffic barriers and drainage systems shall conform to the NJDOT and the current version of the NJDOT Roadway Design Manual in effect at the time this agreement is executed. All workmanship and materials shall conform to the Standard Specifications. If there is a deviation from these standards, GPI shall notify the State in writing of any deviation from the standards and shall accept any and all responsibility for any injury and damage by such deviation to any person or property and shall indemnify the State as outlined in this Agreement. A Design Exception shall be executed when it can be documented to the State’s satisfaction that a lesser design value is the best practical alternative. The factors to be considered when determining if a lesser design value should be elected shall include social economic and environmental impacts together with safe and efficient traffic operations. ARTICLE 3. KEY PERSONNEL (A) GPI shall designate Andrew Cangiano as its Project Manager, who shall not be replaced without WEST ORANGE’s consent. (B) WEST ORANGE designates Zayiberth Carballo as its Project Manager. ARTICLE 4. PERFORMANCE SCHEDULE (A) The performance schedule under this AGREEMENT shall begin upon execution of this AGREEMENT and continue for three years, for which period funds are available and allotted. This AGREEMENT is subject to renewal. Costs incurred prior to or after these dates are not reimbursable. This AGREEMENT may be extended by mutual written agreement or terminated under the conditions of this AGREEMENT. All extension requests must be submitted in writing to

hese dates are not reimbursable. This AGREEMENT may be extended by mutual written agreement or terminated under the conditions of this AGREEMENT. All extension requests must be submitted in writing to WEST ORANGE at least ninety (90) days prior to the close of the AGREEMENT period. Whenever GPI knows that any actual or potential condition is delaying or threatens to delay the timely performance of this AGREEMENT, GPI shall provide written notice thereof to WEST ORANGE. ARTICLE 5. ALLOWABLE COSTS AND PAYMENTS (A) The cost of Preliminary Engineering services to be provided under this AGREEMENT shall not exceed $155,437.29. A budget agreed to by the parties is attached as parts of Exhibits A, B and C, and made Page 4 of 66 September 2024 TAP Standard Agreement

part of this AGREEMENT for all purposes and shall not be exceeded unless by written amendment to this AGREEMENT. (Provisions for amendment may only be made after receiving approval from WEST ORANGE). At the time execution of this AGREEMENT, Final Design Engineering Services are estimated at $201,347.57 and Construction Engineering Services are estimated at $25,429.92. A refined Final Design Engineering estimate will be established at the completion of Preliminary Engineering and a refined Construction Engineering Services estimate will be established at the completion of Final Design. If and when required, this contract may be amended to provide for Final Design and Construction Engineering Services. For the purpose of determining the amount payable to GPI, the following costs are applicable for Preliminary Engineering: (1) Direct Labor Costs: $39.510.18 (2) Indirect Costs (163.41% Overhead): $64,563.59 (3) Profit/Fixed Fee (22.5% of Labor): $8,889.79 (4) Non-Salary Direct Expenses $1,000.00 (5) Subconsultant Costs $41,473.73 It is agreed that the above costs shall be applicable to the entire period of this AGREEMENT. If requested by WEST ORANGE, GPI will provide a copy of the negotiated agreed rates with the applicable cognizant agency. It is agreed that rates for further periods will be established by subsequent negotiations and incorporated into this AGREEMENT by amendment, Payments for performance of this AGREEMENT by GPI shall be made by WEST ORANGE on a cost reimbursement basis. (A) GPT may transfer funds within approved budget categories in accordance with 2 CFR Chapter I and Chapter II, Part 200, et al., Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, as in effect on the date of this AGREEMENT and in accordance with the provisions of the NIDOT/ WEST ORANGE grant agreement for this PROJECT. (B) To be eligible for reimbursement, costs must be in accordance with the following applicable federal requirements: 2 CFR Chapter I and Chapter II, Part 200, et al., Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards; and Federal Acquisition Regulation Subpart 31.2, Conflict_with Commercial Organizations, as appropriate. Costs shall be further governed by policies and procedures of the NIDOT/ WEST ORANGE grant agreement for this PROJECT. (c) GPI shall submit

.2, Conflict_with Commercial Organizations, as appropriate. Costs shall be further governed by policies and procedures of the NIDOT/ WEST ORANGE grant agreement for this PROJECT. (c) GPI shall submit detailed invoices monthly in format acceptable to WEST ORANGE. Each invoice shall be accompanied by the appropriate affidavit of wages paid and documentation of expenditures for each phase of work, including time and effort reports documenting the project's progress and status. GPI shall submit invoices with receipts and other supporting documentation for all individual non-salary cost items. GPI shall provide a complete set of time sheets, records and accounts to identify salaries, payroll burden, and non-salary direct expenses incurred by personnel directly supporting the Work Program to accompany each invoice. These expenditures shall be documented in compliance with applicable Federal and STATE guidelines and be made available for review. If such documentation is found, during annual audits and/or reviews by the Page 5 of 66 September 2024 TAP Standard Agreement

Federal Government and/or STATE to be not in compliance with applicable Federal and State guidelines, GPI shall take an appropriate plan of corrective action to meet all guidelines or repay the undocumented costs to WEST ORANGE for remittance to the NJDOT. A final invoice received beyond the thirty (30) days following the end date of this AGREEMENT is subject to refusal at the sole direction of WEST ORANGE. (D) WEST ORANGE will not reimburse GPI for equipment purchases, in accordance with state policy and practices. ARTICLE 6. EXAMINATION OF RECORDS (A) GPI shall maintain all records relating to both negotiations and to costs incurred, or anticipated to be incurred, directly or indirectly in the performance of this subcontract, which records shall include, but not be limited to, documents, papers, accounting records, and any other evidence pertaining to cost; shall make such records available at the respective offices of WEST ORANGE at all reasonable times during the contract period and for three (3) years from the date of the final payment, and shall furnish copies of the records if requested. Additionally, all records involved with disputes, litigation or settlement of claims arising under or related to the contract shall be retained and made available until such disputes, litigation or claims are finally disposed of. No retained records or records involved with disputes, litigation or settlement of claims shall be destroyed by GPI without the prior written approval of WEST ORANGE. (B) The books of account, files, and other records of GPI which are available to this AGREEMENT, shall at all times, be available for inspection, review and audit by WEST ORANGE and its representatives to determine the proper application and use of all funds paid to or for the account or benefit of GPI; in addition, GPI shall provide such special reports as requested by WEST ORANGE to permit evaluation of progress of the project. (C) FAR Subpart 4.7 - Contractor Records Retention (48 C.F.R. 4.700 et seq.) and FAR 52.215-2 (48 C.F.R. 52-215-2) are hereby made a part of this AGREEMENT by reference as if set forth fully herein. (D) If any amount paid hereunder by WEST ORANGE is subsequently disapproved or disallowed by the NIDOT or another agency, or if WEST ORANGE is required due to any action by NJDOT or another agency, to refund or credit to NIDOT or another agency any

is subsequently disapproved or disallowed by the NIDOT or another agency, or if WEST ORANGE is required due to any action by NJDOT or another agency, to refund or credit to NIDOT or another agency any amount which WEST ORANGE has paid GPI, GPI shall upon receipt of written notice from WEST ORANGE, promptly repay WEST ORANGE the disallowed amount; provided, however, if WEST ORANGE shall recover any disallowed amount, or any part thereof, WEST ORANGE shall promptly reimburse such amount to GPI. Page 6 of 66 September 2024 TAP Standard Agreement