Township Council Meeting — Packet

16. EFFECTIVE DATE OF CONTRACT This Agreement shall not become binding upon the parties until the Township adopts a bond ordinance and/or appropriates the funds necessary for this Agreement and the Township's Treasurer certifies to the availability of funds if applicable pursuant to NJ.AC. 5:30-5.4 17. This Agreement has been awarded to the Professional based on the Professional's merits and abilities to provide the professional Services described herein. This Agreement was awarded through a "Fair and Open Process" pursuant to N.J.S.A. 19:44A-20.5 et seq. 18. PAY TO PLAY REQUIREMENT The Professional is advised of the responsibility to file an annual statement on political contributions with the New Jersey Election Law Enforcement Commission pursuant to N.J.S.A. 19:44A-20.13 (P.L. 2005, c.271 §3) if the Professional received contracts in excess of $50,000 from public entities in a calendar year. It is the Professional's responsibility to determine if filing is necessary. Additional information on this requirement is available from ELEC at 888- 313-3532 or at www.elec.state.nj.us. By executing this Contract, the Professional certifies that it has neither made or solicited nor will make or cause to be solicited a prohibited Contribution in violation of any applicable federal, state or local laws. Any such failure to comply shall constitute a breach of the Contract. 19. AVAILABILITY OF FUNDS This is a contract which may be awarded in one fiscal year although the date on which it properly takes effect may fall in a different fiscal year. Accordingly, this contract is subject to the availability and appropriation of sufficient funds in the year in which it takes effect. N.J. Admin. Code 5:30-5.S(e). 20. CONFLICT OF INTEREST The Professional acknowledges that the nature of the service to be performed requires that the Professional must not have or appear to have a conflict of interest with any potentially adversarial party. The Professional agrees that: (a) It will not accept any assignments, compensation, consideration or gratuities from any other party with an interest in the subject matter of this Agreement that shall conflict or shall have the appearance of conflicting with the interest of the Township relative to the purposes of

this Agreement. (b) In the event that a conflict or potential conflict of interest arises, the Professional shall notify the Township in writing within three (3) days of becoming aware of the conflict or the potential conflict. Failure to provide such notice may be grounds for termination of this Agreement for cause. (c) In the event that the Township receives timely notice of an actual or potential conflict, the Township and the Professional shall attempt to reach an agreement on a course of action in response to the actual or potential conflict. If such an agreement cannot be reached, the Township has the right to terminate the Agreement for convenience. 21. INDEPENDENT CONTRACTOR The Professional shall be and remain an independent contractor with respect to all services performed hereunder and agrees to and does hereby accept full and exclusive liability for the payment of any and all contributions or taxes for social security, unemployment insurance or old age retirement benefits, pensions or annuities now or hereafter imposed under any state or federal law which are measured by the wages, salaries or other remuneration paid to persons employed by the Professional for work performed under the terms of this contract and further agrees to obey all lawful rules and regulations and to meet all lawful requirements by all duly authorized state or federal officials, and said Professional agrees to indemnify and save harmless the Township from any such contributions or taxes or liability therefore. 22. EQUAL EMPLOYMENT OPPORTUNITY: Professional acknowledges that he/she shall comply with the requirement of N.J.S.A. 10:5-31, et seq. and N.J.A.C. 17:27 and submit to the State of New Jersey and/or the Township such documentation as shall be required by law as more specifically set forth in Exhibit D entitled "Mandatory Equal Employment Opportunity Language." 23. STATE REQUIRED RECORD RETENTION N.J.S.A. 52:15C-14(d) and N.J.A.C. 17:44-2.2: The Professional shall maintain all documentation related to products, transactions or services under this contract for a period of five years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptroller upon request. Refusal by the Professional to provide information upon request by the State Comptroller or otherwise impede or fail to cooperate with any audit or

Jersey Office of the State Comptroller upon request. Refusal by the Professional to provide information upon request by the State Comptroller or otherwise impede or fail to cooperate with any audit or performance review, the State Comptroller may recommend to the Township that the person be subject to termination of their contract, or temporarily or permanently debarred from contracting with the Township.

The Professional shall maintain all documentation related to products, transactions or services under this contract for a period of five years from the date of final payment. Such records shall be made available to the New Jersey Office of the State Comptroller upon request. Upon refusal by Professional to provide information upon request by the State Comptroller or otherwise impede or fail to cooperate with any audit or performance review, the State Comptroller may recommend to the Township that the person be subject to termination of their contract, or temporarily or permanently debarred from contracting with the Township. IN WITNESS WHEREOF, this Agreement has been executed on the day first noted above, for the purposes and the terms specified herein. TOWNSHIP OF WEST ORANGE: ___________________________ By: ___________________________ Attest: DYNAMIC TRAFFIC, LLC ___________________________ By: ___________________________ Attest:

EXHIBIT A PROPOSAL FOR SERVICES

EXHIBIT B DYNAMIC TRAFFIC MUNICIPAL RATE SHEET

EXHIBIT C LEVEL G MUNICIPAL RATES

EXHIBIT D MANDATORY EQUAL EMPLOYMENT OPPORTUNITY LANGUAGE

267-25 November 13, 2025 (via email - psmeraldo@westorange.org) Township of West Orange Department of Administration 66 Main Street West Orange, NJ 07052 Attn: Pete Smeraldo, Business Administrator RE: Implementation Plan Comprehensive Parking Study West Orange, NJ Dear Mr. Smeraldo, We thank you again for the opportunity to develop the Comprehensive Parking Study for the Valley, Heights, and Rolling Green Hills/Municipal Plaza Areas. Based on our recent discussions, this scope and fee estimate will serve as the outline for implementation phase of the project. As discussed at our recent meeting, the proposal is broken out into three phases. The first phase will consist of finalizing and prioritizing the elements of the plan,and identifying a strategy for implementation moving forward. The second and third phases are broken out into subphases for both the residential streets and municipal areas, and outline the procurement and physical implementation effort. Based on recent conversations, the scope of work has been further clarified and timeline estimates have been included. The Dynamic/Level G team looks forward to ongoing collaboration with the Township of West Orange. Sincerely, Dynamic Traffic, LLC Level G Associates John McCormack, PE, PTOE Senior Principal Gerard Giosa President

Township of West Orange Implementation Plan Page 2 of 5 PHASE ONE Finalize Parking Program Plan; Implementation Prep 1. Prepare for and attend public meetings to present the 2025 Comprehensive Parking Study report findings, provide any updates, and hear public comments. A total of three (3) meetings are envisioned which includes the most recent public Open House held on September 29, 2025, the meeting being scheduled in early December 2025 and one (1) future meeting if determined to be necessary by the Township; 2. Assist the Township in finalizing the parking program plan to reflect public comment and any changes that have occurred since the initial recommended program was released in the Spring of 2025; 3. Update parking program plan capital cost estimates and pro forma (revenue and expense projections); 4. Assist the Township in prioritizing elements of the parking program plan and developing a phased implementation program on a district-by-district basis; 5. Assist the Township in developing an operational structure and budget for the West Orange Parking & Transportation Department; 6. Assist the Township in the development of resolutions and/or ordinances necessary to effectuate changes to local parking regulations, street sweeping, street directions, meter zones and other elements of the parking program plan; 7. Assist the Township in preparing a procurement strategy for the preparation and release of RFBs or RFPs necessary to implement the agreed upon / coordinated parking program plan. The strategy will be designed to obtain bids, quotes or RFP responses with unit prices that may be used to implement the parking program on a district-by-district basis. Fee Proposal: Time and expense / Fee Estimate: $50,000 Estimated Time of Completion: Anticipated 4 - 6 months subject to the decision making and/or meeting schedule as determined by the Township