Town CrierWest Orange, New Jersey
← Back to search

Supporting Documentation · Apr 28, 2026

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

Preserved file SHA-256ce3dc33c6f7d7241bcc0d9482fc70d2af2d8fb3d09f3e8b98b1345a9e5414c8d

Indexed text · page 4

Show all pages
Page 4

Project No. ______________ and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to the Project, the Services, or this Agreement from any cause or causes including, without limitation, STV’s negligence, errors, omissions, strict liability, statutory liability, indemnity obligation, breach of contract, or breach of warranty will not exceed Fifty Thousand Dollars ($50,000.00) or STV’s compensation hereunder, whichever is greater. 4.4 Insurance. STV will carry the following insurance during the term of this Agreement: (i) Worker’s Compensation and Employer’s Liability Insurance in compliance with statutory limits; (ii) Professional Liability Insurance with limits of One Million Dollars ($1,000,000) per claim and in the aggregate; (iii) Automobile Liability Insurance with limits of One Million Dollars ($1,000,000) combined single limit for all motor vehicles owned, rented, or used by STV; and (iv) Comprehensive General Liability, Bodily Injury, and Property Damage Insurance with combined single limits of One Million Dollars ($1,000,000) per occurrence and in the aggregate. STV will provide certificates of insurance to Client upon request. ARTICLE 5 – WORK PRODUCT AND CONFIDENTIALITY 5.1 Ownership of Work Product. All data, calculations, drawings, plans, specifications, designs, models, surveys, maps, reports, studies, analyses, working papers, schedules, estimates, minutes, field notes, manuals, training and presentation materials, electronic files, templates, procedures, scripts, links, source code, software, summaries, and other compilations of information, materials and documents prepared, developed, or accumulated by STV under this Agreement for the Project (“Work Product”) are instruments of service with respect to the Project and will be and will remain the property of STV. Subject to the terms and conditions of this Agreement, STV grants Client a royalty- free, non-exclusive license to use the Work Product in connection with the Project. The Work Product is not intended or represented to be suitable for reuse by Client or others on extensions of the Project or on any other project. Any reuse by Client or a third person or entity authorized by Client without written verification or adaptation by STV for the specific purpose intended will be at Client’s sole risk and without liability or legal

Page 4

Client or a third person or entity authorized by Client without written verification or adaptation by STV for the specific purpose intended will be at Client’s sole risk and without liability or legal exposure to STV; and Client agrees to release, defend, indemnify, and hold harmless STV from all claims, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or resulting therefrom. Any such verification or adaptation will entitle STV to additional compensation at rates to be agreed upon by STV and Client or the third person or entity seeking to reuse the Work Product. If any information hereunder is provided in electronic format, Client recognizes that such information recorded on or transmitted as electronic media, including CADD or BIM documents (“Electronic Documents”) are subject to undetectable alteration, either intentional or unintentional, due to, among other causes, transmission, conversion, media degradation, software error, or human alternation. Accordingly, the Electronic Documents are provided to Client for informational purpose only and not as record documents. 5.2 Confidentiality. In connection with the performance of this Agreement, STV and Client may disclose to each other secret or confidential information consisting of unpublished technical or other data in which STV, Client, or other parties have proprietary rights, patentable as well as unpatentable. All of this information will be considered confidential information of the disclosing Party. The receiving Party will not, except as specifically authorized in writing by the disclosing Party, disclose to any party any technical, confidential, or secret information of whatever kind or nature, so long as, and to the extent that, such information remains unpublished. This obligation will not apply to information which the receiving Party can demonstrate was in the possession or known to it prior to the date of such 06 – Professional Services Agreement Page 4 of 10 Rev. 4/2025

File revisions (1)