188-25 Exhibit A_GPI_WO Agreement Contract.pdf

ARTICLE 7. PLANS THE PROPERTY OF WEST ORANGE (A) All plans, including construction drawings prepared by GPI for WEST ORANGE are the property of WEST ORANGE. ARTICLE 8. REPORTS (A) GPI shall submit such technical reports to the BOROUGH OF BERGENFIELD Project Manager as required by WEST ORANGE in Exhibits A, B and C. Reports must be submitted sufficiently in advance of due date to allow time for review and comment by WEST ORANGE. A final detailed technical report is due within thirty (30) days of the end of this AGREEMENT and shall include to the extent applicable, drawings, specifications, and the necessary operating and maintenance instructions concerning any equipment, item, or process developed under this AGREEMENT. (B) The following disclaimer statement shall appear on the cover or the title page of any published report concerning this Project: “The preparation of this report has been financed in part by the U.S. Department of Transportation. This document is disseminated under the sponsorship of the U.S. Department of Transportation in the interest of information exchange. The United States Government assumes no liability for its contents or its use thereof.” (C) _A final expenditure report, as specified in Article 4, is due within thirty (30) days of the end of this AGREEMENT. ARTICLE 9. TERMINATION (A) WEST ORANGE may terminate this AGREEMENT by giving thirty (30) days advance written notice to GPT. In the event of early termination by WEST ORANGE, GPI shall cease work on the AGREEMENT and refrain from incurring additional cost upon notification of termination. WEST ORANGE will reimburse GP! for approved and authorized work, and all reasonable and non-cancelable costs incurred by GPI up to the date of notice of termination. However, in no event shall WEST ORANGE be obligated to pay more than the total amount of this AGREEMENT. Notwithstanding this provision or any other terms of this AGREEMENT, WEST ORANGE reserves the right to issue an immediate stop work order notice to GPI upon receipt of the same from the state and/ or federal funding authorities. No payment for work, expenses or costs after the date of the stop work order notice will be paid by WEST ORANGE (including non- cancelable costs) unless WEST ORANGE receives the same from the state and/or federal funding authorities. Page 7 of 66 September 2024 TAP Standard Agreement

(B) Notwithstanding the provisions of Paragraph (A), in the event that GPT is in default or has breached its obligations at the time of termination, WEST ORANGE does not waive any of its rights or remedies which it may have against GPI resulting from GPI’s rights and remedies, and WEST ORANGE may withhold all or part of payments to GPT to offset its reasonably determined damages. (C) If GPT has not taken action after six months from the beginning of the performance period specified in Article (4), GPI shall be notified, by letter, that project funding will be rescinded and be reprogrammed within WEST ORANGE work program. ARTICLE 10. PUBLICITY (A) GPI shall not use the name of WEST ORANGE, nor any of its employees or agents for the purpose of publicity or advertising without the prior written consent of WEST ORANGE. All publicity shall acknowledge the support of the prime sponsor, NIDOT, to the extent required under the NJDOT/ WEST ORANGE agreement for this PROJECT. Nothing herein shall be construed to prevent disclosures of information required by law or lawful process. ARTICLE 11. DEBARMENT AND SUSPENSION (A) GPT certifies that neither it nor its principals are debarred, suspended, or declared incligible from participating in this agreement by and Federal and/or state agency. ARTICLE 12. COMPLIANCE WITH LAWS (A) GPI assures compliance with all applicable federal, state and local laws, rules and regulations and executive orders, as amended, including but not limited to: (a) Non- Discrimination In Employment and Equal Employment Opportunity (N.J.S..A. 10:2-1 through 10:2-4 and N.J.S..A. 10:5-31 et seq; Titles VI and VII of the Civil Rights Act of 1964; Executive Orders 11246 and 11375 as implemented by 41 CFR Part 60; Rehabilitation Act of 1973, Section 504; Age Discrimination Act of 1976; and Title IX of Higher Education Act of 1972): (b) Drug-Free Workplace Act of 1988 (34 CFR Part 85); (c) Byrd Anti-Lobbying Amendment (31 USC 1352); (d) Protection of Human Subjects (45 CFR Part 46); (e) Clean Air Act (42 USC 7401 et seq.); (f) Water Pollution Control Act (33 USC 1251 et seq.); (g) Notification of Employee Rights Under Federal Labor Laws (Executive Order 13496); (h) Fair Labor Standards Act of 1938 (29 CFR Part 5); (i) US Export Control (Arms Export Control Act, 22 USC 2751-2794; International Traffic and Arms Regulation, 22 CFR Part 120; Arms

e Order 13496); (h) Fair Labor Standards Act of 1938 (29 CFR Part 5); (i) US Export Control (Arms Export Control Act, 22 USC 2751-2794; International Traffic and Arms Regulation, 22 CFR Part 120; Arms Administration Act, 50 USC 2401-2420; and Export Administration Regulations 15 CFR 730-774); and G) Disclosure of Investment Activities in Iran P.L. 2012, c.25. This provision shall be included in all sub-award documents related to this AGREEMENT, at all tiers. ARTICLE 13. ASSIGNMENT (A) This AGREEMENT may not be assigned in whole or in part without the prior written consent of WEST ORANGE. Page 8 of 66 September 2024 TAP Standard Agreement

ARTICLE 14. INDEMNIFICATION/INSURANCE (A) GPI shall defend, indemnify, protect and save harmless WEST ORANGE, its officers, and employees from and against all suits, claims, losses, demands or damages directly and solely caused by its negligent acts, errors, or omissions in the performance of this AGREEMENT, except that GPI shall not be responsible for claims arising from the negligent acts, errors or omissions of WEST ORANGE. GPI shall, at its own expense, pay reasonable charges for attorneys and reasonable costs and other expenses to the extent directly and solely caused by GPI’s negligent act, errors or omission. The foregoing obligations shall survive termination or expiration of this AGREEMENT. If any judgment shall be rendered against WEST ORANGE for which indemnification is provided under this article, GPI, shall, at its own expense, satisfy and discharge the same. It is understood that the obligations accepted by GPI pursuant to this article "INDEMNIFICATION" relate to the scope of work attached herein (Exhibits A, Band ©. (B) Workers Compensation in statutory amounts and Employers Liability Insurance of not less than $1 million. (C) Commercial General Liability with combined single limits for bodily injury and property damage of not less than $1 million per occurrence and $3 million aggregate. (D) —_ Automobile Liability with bodily injury limits of at least $500,000 per person and $1 million per accident and property damage limit of at least $500,000 per accident, (E) Consultants’ Errors and Omissions, endorsed to include the scope of work included herewith, in amount of not less than $1 million per claim. Such insurance may be required to be renewed for five years following the completion of the project. (F) Certificates of Insurance evidencing the above coverages must be submitted to WEST ORANGE in advance of the commencement of any work, and coverages must be maintained in force throughout the term of the project. ARTICLE 15. SPECIAL PROVISIONS (A) GPI agrees that Disadvantaged Business Enterprises (DBE), as defined in49 CFR Part 26, and Emerging Small Business Enterprises (ESBE), as defined by the New Jersey Department of Transportation (NJDOT), shall have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this AGREEMENT, GPT and its

n (NJDOT), shall have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this AGREEMENT, GPT and its subcontractors shall not discriminate on the basis of race, color, national origin or sex in the award and performance of USDOT-assisted contracts in accordance with 49 CFR Part 26. For this AGREEMENT, the DBE/ESBE goal, as previously established, shall be twelve and forty-four percent (12.44%). Should GPI be unable to achieve this goal, a request, in writing must be provided to WEST ORANGE for a waiver. At such time, WEST ORANGE will provide a determination. Failure to meet this goal, or obtain a waiver from WEST ORANGE, may result in lack of reimbursement to GPT (see paragraph E below). (B) Regulations of the New Jersey Department of Transportation relative to Non- Page 9 of 66 September 2024 TAP Standard Agreement

Discrimination in Federally assisted projects of the Department of Transportation (49 CFR Part 26), are made part of the AGREEMENT, labeled (Exhibit D). (C) Equal Employment Opportunity Requirement for Procurement and Service Contracts in accordance with the provisions of NJ.S.A. 10:2-1 through 10:2-4 and N.J.S.A. 10:5- 31 et seq., attached hereto, is made part of theAGREEMENT. (D) New Jersey Department of Transportation "Code of Ethics for Vendors" attached hereto, is made part of the AGREEMENT, labeled (Exhibit G). (E) In the event of non-compliance by GPI with nondiscrimination provisions of this Agreement, WEST ORANGE shall impose such sanctions as it, NJDOT and FHWA may determine to be appropriate, including, but not limited to: (1) Withholding payments to GPT until GPI complies: and 2) Cancellation, termination or suspension of the AGREEMENT, in whole or in part. ARTICLE 16. SUBCONTRACTORS (A) Subject to the provisions of this Article, work may be subcontracted. WEST ORANGE, pursuant to the requirements of 2 CFR Chapter 1, Chapter, Part 200, et al. and STATE OMB audit Circulars and as a recipient of federal and state funds, is required to comply with all federal and state procurement guidelines. As such, it is understood that GPI shall ensure that the terms and conditions of proposed subcontracts are in full compliance with above said regulations. As part of its obligations under this AGREEMENT, GP! shall, at all times give its personal attention to the provision of the services agreed to under this AGREEMENT and shall keep all such services under its control. (B) With regard to each subcontract, GPT shall maintain all supporting documentation, including an executed agreement with GPT, on file for review by representatives of WEST ORANGE, the state and the federal government. The subcontract shall provide that subcontractor shall be responsible for complying with all federal, state or local laws and regulations applicable to the performance of the subcontract as well as the provisions of the AGREEMENT affecting work performed by GPI. (Cj GPI shall make no claim for reimbursement for expenditures, which were incurred prior to the subcontract, for services performed by GPI related to the subcontract. Page 10 of 66 September 2024 TAP Standard Agreement

D) The subcontract shall provide that the subcontractor shall look only to GPI for the pl payment of any claims of any nature whatsoever arising out of said subcontract. ARTICLE 17. REPRESENTATIONS, WARRANTIES AND COVENANTS (A) GPI covenants that the performance of work and services pursuant to the requirements of this AGREEMENT shall conform to all statutes, laws, regulations and standards. Except as set forth in the Work Statement/Proposal attached as Exhibits A, B and C, GPI warrants that its performance of this AGREEMENT does not depend on the acquisition of rights from any third party and the conveyance of the deliverables described in the Work Statement/Proposal attached as Exhibits A, B and C, and will not knowingly infringe on the intellectual property right of any third party. (B) — GPI covenants that the quality of all services rendered shall be performed in accordance with prevailing professional standards within the applicable field or profession required under the Scope of Work. (C) GPI represents and warrants that to solicit or secure this AGREEMENT, no company or person, other than a bona fide employee working solely for GPI, has been employed or retained; and that GPT has not agreed to pay any company or person, other than a bona fide employee working solely for GPI, any finders fee, commission, percentage, brokerage fee, gift, or any other consideration, either contingent upon or resulting from the award or making of this AGREEMENT. For breach or violation of this representation or warranty, WEST ORANGE shall have the right to either annul this AGREEMENT without liability, or in its discretion to deduct or otherwise to recover from the contract price or consideration the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. ARTICLE 18. SITUS (A) Regardless of the place of physical execution or performance, this AGREEMENT shall be construed according to the laws of and deemed to have been executed in the State of New Jersey. Any action or claim relating to or arising out of this AGREEMENT will be brought in a state or federal court sitting in the State of New Jersey and the parties irrevocably consent to personal jurisdiction and venue of and agree to bound by any judgment and orders rendered by such courts. Page 11 of 66 September 2024 TAP Standard Agreement

ARTICLE 19. NOTIFICATIONS (A) Any notices or communication required to be sent to WEST ORANGE by GPI under this AGREEMENT shall be in writing and shall be hand delivered or sent by certified or registered mail, return receipt requested, to the below address: If to WEST ORANGE, Zayibeth Carballo, Municipal Engineer Director of Public Works Township of West Orange 25 Lakeside Avenue West Orange, NJ 07052-55623 If to GPI: Andrew Cangiano Project Manager Greenman-Pedersen, Inc. 301 Gibraltar Drive, Suite 2A Morris Plains, NJ 07950 ARTICLE 20. CONFIDENTIALITY/PUBLICATION (A) Subject to the disclosure requirements contained in the New Jersey Open Public Records Act, the parties agree to keep and maintain as strictly confidential any confidential or proprietary information and material of the other required for the performance of this AGREEMENT, provided that such information it is clearly marked as "confidential" at the time of tender to the other, including but not limited to materials, technical data, or other information that one party may provide to the other, in connection with this AGREEMENT (collectively "Confidential Information"). WEST ORANGE is free to refuse to accept any proffered confidential information of GPI. Each party shall hold the Confidential Information in confidence, with the same degree of care that it applies to its own confidential information of like importance, but not less than reasonable care, except that each party may disseminate such Confidential Information to its employees who have a need to know for performance of this AGREEMENT. Each party shall use Confidential Information that it receives solely to accomplish the work required under this AGREEMENT and for no other purpose. Page 12 of 66 September 2024 TAP Standard Agreement

(B) "Confidential Information" shall not include the following information, to the extent that a party can show that the information: (i) is previously known by it at the time of disclosure without obligation of confidence, or without breach of this AGREEMENT; (ii) is publicly disclosed through no wrongful act of a party or its representatives; (iii) is received from a third party having the right to lawfully possess and disclose same and without breach of this AGREEMENT, (iv) is independently developed by a party without access or reference to the Confidential Information, (v) is approved for release by prior written authorization of the disclosing party, (vi) is required to be disclosed by governmental law, statute, regulation or the like, or court order. If a party is required to disclose any Confidential Information by a court of competent jurisdiction pursuant to applicable law or regulation, or by a properly filed Open Public Records Act Request, such party shall make such disclosure only to the extent expressly required. (C) WEST ORANGE shall be furnished copies of any proposed publication by GPI involving any work under this AGREEMENT at least sixty (60) days in advance of the submission to permit WEST ORANGE to make written comments or object in writing because there is patentable subject matter which needs protection or WEST ORANGE'’s proprietary information which needs to be removed. WEST ORANGE. shall provide GPI with such commentary or objection within thirty (30) days of receiving a proposed publication or forever waive its rights in this regard. In the event that WEST ORANGE makes a timely objection to a proposed publication, GPI shall refrain from making such publication or presentation for a maximum of ninety (90) days from date of receipt of such objection in order for either WEST ORANGE to file appropriate patent applications. If WEST ORANGE objects due to its proprietary information being contained in the proposed publication, GPI agrees to remove the same. ARTICLE 21. NEW JERSEY BUSINESS REGISTRATION REQUIREMENT (A) GPI is hereby given notice that a business organization or individual that fails to provide a copy of a business registration as required pursuant to section | of P.L.2001, 134 (C.52:32-44 etal.) or subsection e. or f. of section 92 of P.L.1977, c.110 (C.5:12-92), or that provides false business registration information

tion as required pursuant to section | of P.L.2001, 134 (C.52:32-44 etal.) or subsection e. or f. of section 92 of P.L.1977, c.110 (C.5:12-92), or that provides false business registration information under the requirements of either of those sections, shall be liable for a penalty of $25 for each day of violation, not to exceed $50,000 for each business registration copy not properly provided under a contract with a State of New Jersey contracting agency such as CONTRACTOR. No payment shall be made by WEST ORANGE to GPT under this AGREEMENT until GPI provides an acceptable New Jersey Business Registration Certificate. ARTICLE 22. EQUAL OPPORTUNITY (A) The parties to this Agreement do hereby agree that the provisions of N.J.S.A. 10:2-1 through 10:2-4 and N.J.$.A. 10:5-31 et seq. (.PL 1975, ¢ 127, as amended and supplemented) dealing with discrimination in employment on public contracts, and the rules and regulations promulgated pursuant thereunto, are hereby made a part of this contract and are binding upon them. (B) During the performance of this contract, the Contractor agrees as follows: 1. The Contractor or subcontractor, where applicable, will not discriminate against Page 13 of 66 September 2024 TAP Standard Agreement