Township Council Meeting — Packet

Request for Proposals:Stop Control and All Way Stop Analysis West Orange Township, Essex County, New Jersey BVE Prop# 241193 October 18, 2024 Page 7 of 10 Bright View Engineering LLC shall be responsible only for its activities and that of its employees on any site. Neither the professional activities nor the presence of Bright View Engineering LLC or its employees or subcontractors on a site shall imply that Bright View Engineering LLC controls the operations of others, nor shall this be construed to be an acceptance by Bright View Engineering LLC of any responsibility for jobsite safety. 7.0 UTILITIES: In the execution of our services, Bright View Engineering LLC will take reasonable precautions in accordance with the professional standard of care to avoid damage or injury to subterranean structures or utilities. The Client agrees to hold Bright View Engineering LLC harmless and defend and indemnify Bright View Engineering LLC for any claims or damages to subterranean structures or utilities, which have not been marked-out under the One-Call system or are not shown or are incorrectly shown on the plans furnished. 8.0 TERMINATION OR SUSPENSION OF SERVICES: Should Client fail to make payments when due or is otherwise in material breach of this Agreement, Bright View Engineering LLC at their election may suspend services at any time after PROVIDING WRITTEN NOTICE TO THE CLIENT until payments are brought current. Bright View Engineering LLC shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension and the Client agrees to indemnify and hold Bright View Engineering LLC harmless from any claim or liability resulting from such suspension. This Agreement may be terminated by either party upon seven (7) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof. Such termination shall not be effective if that substantial failure has been remedied before expiration of the period specified in the written notice. In the event of termination, Bright View Engineering LLC shall be paid for service performed to the termination notice date plus reasonable termination expenses. In the event of termination, or suspension for more than three (3) months, prior to completion of all services contemplated by the Agreement, Bright View Engineering LLC may complete such

on expenses. In the event of termination, or suspension for more than three (3) months, prior to completion of all services contemplated by the Agreement, Bright View Engineering LLC may complete such analyses and records as are necessary to complete its files and may also complete a report on the services performed to the date of notice of termination or suspension. The expenses of termination or suspension shall include all direct costs of Bright View Engineering LLC in completing such analyses, records, and reports. 9.0 SUBCONTRACTORS: Bright View Engineering LLC prefers that its Clients directly retain other contractors whose services are required in connection with field services for a project (e.g., drillers, analytical laboratories, transporters, etc.), except in unusual circumstances. As a service, we will advise Clients with respect to selecting other such contractors and will assist Clients in coordinating and monitoring their performance. In no event will we assume any liability or responsibility for the work performed by other contractors, or for their failure to perform any work, regardless of whether we hire them directly as subcontractors, or only coordinate and monitor their work. When Bright View Engineering LLC does engage a subcontractor on behalf of the Client, the expenses incurred, including rental of special equipment necessary for the work, will be billed as they are incurred, at cost plus an up-charge not to exceed 20 percent of the invoice. By engaging us to perform services, you agree to defend, indemnify, and hold Bright View Engineering LLC its directors, officers, employees, and other agents harmless from and against any and all claims, losses, liabilities, damages, demands, costs, or judgments arising out of or relating in any way to the performance or non-performance of work by another contractor or subcontractor. In addition, Client agrees to pursue recovery of and assert any claims based upon its loss, expenses and/or damages solely and directly against those contractors or subcontractors. In consideration of such indemnity and waiver, Bright View Engineering LLC agrees to assign its rights and/or claims against those contractors or subcontractors pursuant to the contractors’ or subcontractors’ agreements with Bright View Engineering LLC to the Client. 10.0 AGREED REMEDY: Bright View Engineering LLC shall be liable to the

tors or subcontractors pursuant to the contractors’ or subcontractors’ agreements with Bright View Engineering LLC to the Client. 10.0 AGREED REMEDY: Bright View Engineering LLC shall be liable to the Client only for direct damages to the extent caused by Bright View Engineering LLC ’s negligence in the performance of its services. UNDER NO CIRCUMSTANCES SHALL BRIGHT VIEW ENGINEERING LLC BE LIABLE FOR INDIRECT, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES, OR FOR DAMAGES CAUSED BY THE CLIENT'S FAILURE TO PERFORM ITS OBLIGATIONS. With regard to services involving hazardous substances, Bright View Engineering LLC has neither created nor contributed to the creation or existence of any actually or potentially hazardous, radioactive, toxic, or otherwise dangerous substance or condition at any site, and its compensation is in no way commensurate with the potential liability that may be associated with a substance or site. To the fullest extent permitted by law, the total liability, in the aggregate, of Bright View Engineering LLC and Bright View Engineering LLC ’s officers, directors, employees, agents and consultants to Client and anyone claiming by, through or under Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of in any way related to Bright View Engineering LLC ’s services, the Project or this Agreement, from any cause or causes whatsoever, including but not limited to, negligence, strict liability, breach of contract or breach of warranty shall not exceed the total compensation received by Bright View Engineering LLC under this Agreement, not including reimbursable expenses and any sub consultant fees rendered on the project. It is intended by the parties to this Agreement that Bright View Engineering LLC ’s services in connection with the project shall not subject Bright View Engineering LLC ’s individual employees, officers, or directors to any personal legal exposure for the risks associated with this project. Therefore, the Client agrees that as the Client’s sole and exclusive remedy, any claim, demand, or suit shall be directed and/or asserted only against Bright View Engineering LLC, a New Jersey corporation, and not against any of Bright View Engineering LLC ’s employees, officers or directors. 11.0 LIABILITY TO THIRD PARTIES: The Client agrees to be solely responsible for, and to defend,

sey corporation, and not against any of Bright View Engineering LLC ’s employees, officers or directors. 11.0 LIABILITY TO THIRD PARTIES: The Client agrees to be solely responsible for, and to defend, indemnify, and hold Bright View Engineering LLC harmless from any and all liabilities, claims, damages and costs (including reasonable attorney’s fees and defense costs) by third parties arising out of, or in any way related to, our performance or non-performance of services, except claims for personal injury, death, or personal property damage to the extent caused by the sole negligence, gross negligence or willful misconduct of employees of Bright View Engineering LLC 12.0 INDEMNIFICATION: Bright View Engineering LLC shall maintain, at its own expense, Workers Compensation Insurance, Comprehensive General Liability Insurance, and Professional Liability Insurance at all times and will, upon request, furnish insurance certificates to the Client. To the fullest extent permitted by law, Client shall indemnify, defend and hold harmless Bright View Engineering LLC and its agents, officers, directors and employees, subcontracts or consultants (herein for the remainder of this section collectively referred to as Bright View Engineering LLC) from and against all claims, damages, losses and expenses, whether direct, indirect or consequential or punitive, including but not limited to fees and charges of attorneys and court and arbitration costs, arising out of or resulting from the services of Bright View Engineering LLC or any claims against Bright View Engineering LLC arising from the acts, omissions or work of others, 70 South Orange Avenue, Suite 109 Livingston, New Jersey 07039 C: (732) 236-7557 T: (973) 228-0999 F: (201) 753-3904 BrightViewEngineering.com P.O. Box 99 Roseland, NJ 07068