129-26 (Exhibit A) STV-consultant-ageement_2026-01-05.pdf

EXHIBIT "A" Project No. ______________ PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered on September 22, 2025, by and between STV Incorporated, a New York corporation (“STV”), and West Orange Township (“Client”). STV and Client are sometimes referred to individually as a “Party” and together as the “Parties”. Client desires to retain STV to render certain professional services relating to Client’s Gregory Avenue and Lowell Avenue Safe Routes to School (“Project”). STV is willing to render such services in accordance with the terms and conditions of this Agreement. In consideration of the mutual covenants and promises contained herein, the Parties agree as follows: ARTICLE 1 – SERVICES OF STV 1.1 STV agrees to perform the professional services described in detail in Exhibit A, attached and incorporated herein by reference (“Services”). The schedule for performance of the Services will be as set forth in Exhibit A. If required for the Services, STV will secure and maintain the licenses, professional registrations, permits, and other authorizations necessary for STV to perform the Services. It is expressly understood that Client is responsible for all other permits, licenses, authorizations, and bonds, including related fees and any administrative fees or any taxes, required by any federal, state, or local government law. 1.2 STV will perform the Services in accordance with the level of care, diligence, skill, and judgment that is ordinarily exercised by recognized professionals in its field with respect to services of a similar nature under the same or similar circumstances (“Standard of Care”). Estimates of cost, approvals, recommendations, opinions, and decisions by STV are made on the basis of STV’s experience, qualifications and professional judgment and are not to be construed as warranties or guarantees. Consistent with the Standard of Care, the Services will conform to applicable laws, ordinances, codes, rules, regulations, and other legal requirements at the time Services are rendered. 1.3 STV will not be required to sign any documents, no matter by whom requested, that would result in STV having to certify, guarantee, or warrant the existence of

he time Services are rendered. 1.3 STV will not be required to sign any documents, no matter by whom requested, that would result in STV having to certify, guarantee, or warrant the existence of conditions whose existence STV cannot ascertain. Any certification provided by STV will be so provided based on STV’s knowledge, information, and belief subject to and consistent with the Standard of Care. Client will compensate STV for any work necessary to verify project compliance with regulatory standards for purposes of such certification(s). 1.4 If STV provides opinions of probable construction cost pursuant to this Agreement, such opinions are to be made on the basis of STV’s experience and qualifications and, consistent with the Standard of Care, represent STV’s judgment as a professional generally familiar with the industry. However, since STV has no control over the cost of labor, materials, equipment, or services furnished by others, or over the methods of determining prices, or over competitive bidding or market conditions, STV cannot and does not guarantee that proposals, bids, or actual construction costs will not vary from opinions of probable construction cost prepared by STV. 1.5 If applicable to STV’s Services, during the construction phase of the Project, STV will not supervise, direct, or have control over a contractor’s work, nor will STV have authority over or 06 – Professional Services Agreement Page 1 of 10 Rev. 4/2025