Township Council Meeting — Packet

Project No. ______________ disclosure as demonstrated by its records. Nor should this obligation apply to information has been properly and lawfully made available to the receiving Party from third parties who are under no obligation to maintain the confidential nature of this information. The receiving Party will make no copies of any prints or other documents supplied by the disclosing Party, unless expressly authorized or directed to do so. ARTICLE 6 – GENERAL 6.1 Disputes. STV and Client agree to negotiate in good faith to resolve any disputes or differences arising under this Agreement. Any dispute that cannot be resolved by negotiation will be submitted to mediation conducted in accordance with the current Construction Rules and Mediation Procedures of the American Arbitration Association or such other form of non-binding Alternative Dispute Resolution (ADR) as the Parties may mutually agree. In the event the dispute resolution procedures as described above do not resolve any disagreement among the Parties and any Party elects to institute legal proceedings, the forum for any such action relating to this Agreement will be in the federal or state courts where the Project is located. This Agreement is to be governed by the laws of the state or jurisdiction in which the Project is located. Except to the extent that this Agreement expressly permits a Party to suspend performance, the Parties will each proceed diligently and faithfully with performance of their respective obligations under this Agreement pending a final resolution of a dispute and failure to so proceed will be considered a default under the terms of this Agreement. 6.2 Independent Contractor. STV is an independent contractor responsible for the means and methods used in performing the Services. STV’s employees, agents, and representatives will not be considered under this Agreement or otherwise as having a status as an employee of Client. 6.3 Force Majeure. Neither Party will be responsible for delays attributable to acts of God, acts of third parties, intervention of public authorities, weather, work stoppages, changes in applicable laws or regulations after the date of commencement of performance hereunder, and any other acts or omissions or events which are beyond the reasonable control of a Party. Compensation, costs, schedule commitments, and time for performance will be adjusted for

rmance hereunder, and any other acts or omissions or events which are beyond the reasonable control of a Party. Compensation, costs, schedule commitments, and time for performance will be adjusted for delays caused under this section. 6.4 Notices. For purposes of this Agreement, all notices and other communications provided for herein must be in writing, addressed as provided hereinafter to the party to whom the notice is given, and must be either: (i) delivered personally; (ii) sent by United States certified mail, postage prepaid, return receipt requested; (iii) placed in the custody of a nationally recognized carrier to be delivered overnight; or (iv) delivered via email (provided that the email originates from a valid business email address registered to the Party giving notice or its representative). Notice is deemed given: (i) upon receipt if delivered personally, (ii) forty-eight (48) hours after deposit if sent by certified mail, (iii) twenty-four (24) hours after deposit if sent overnight by a nationally recognized carrier, or (iv) upon receipt if delivered via email during normal business hours or the following business day if received after business hours. The contact information of the Parties for all purposes under this Agreement and for all notices hereunder will be the information listed on the signature page below. 06 – Professional Services Agreement Rev. 4/2025 Page 5 of 10

Project No. ______________ 6.5 Survival of Provisions. Termination of this Agreement for any reason whatsoever will not affect any right or obligation of any party which is accrued or vested prior to such termination, and any provision of this Agreement relating to any such right or obligation will be deemed to survive the termination of this Agreement. The indemnity, limitation of liability, representations, warranties, covenants, guarantees, confidentiality obligations, insurance requirements, and intellectual property rights provisions set forth herein will survive termination or expiration of this Agreement, in addition to any other provisions which by their nature should, or by their express terms do, survive or extend beyond termination or expiration of this Agreement. 6.6 Third Parties. Nothing contained in this Agreement creates a contractual relationship with, or a cause of action in favor of, a third party against either STV or Client. STV’s Services under this Agreement are being performed on behalf of and solely for the benefit and exclusive use of Client for the limited purposes of this Agreement, and no person or other entity will have any claim against STV because of this Agreement. In addition, nothing herein will be construed as creating a contractual relationship between Client and any STV employee, representative, or consultant. Client agrees that in the event of a dispute regarding this Agreement or the Services rendered by STV, Client will only seek recourse against STV and hereby expressly waives any and all right to pursue a claim against STV’s individual officers, directors, or employees. 6.7 Assignment. This Agreement will bind the partners, heirs, executors, administrators, successors, permitted assigns, and legal representatives of the Parties. Client will not sell, assign, sublet, or otherwise transfer any rights under or interest in this Agreement without the prior written consent of STV. STV reserves the right to assign this Agreement to its affiliates, subsidiaries, or successors as necessary in order to effectively carry out and complete the Services specified by this Agreement. 6.8 Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under present or future laws, such provision will be revised to give it the maximum effect allowed by law, or, if a revision is not possible, will be

t is held to be illegal, invalid, or unenforceable under present or future laws, such provision will be revised to give it the maximum effect allowed by law, or, if a revision is not possible, will be fully severable, and this Agreement will be construed and enforced as if such illegal, invalid, or unenforceable provision is not a part hereof, and the remaining provisions hereof will remain in full force and effect. 6.9 Headings and Construction. All section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or inference will be derived therefrom. Each party and, if it so chooses, its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any amendments or exhibits. 6.10 No Waiver. No waiver of satisfaction of a condition or nonperformance of an obligation under this Agreement will be effective unless it is in writing and signed by the party granting the waiver. 6.11 Counterparts. This Agreement may be executed in counter-part originals and/or by electronic means, with each Party cooperating to provide the other with an original executed version. 6.12 Entire Agreement. The exhibit(s) to this Agreement are incorporated by reference into, attached to, and made a part of this Agreement. This Agreement, together with all exhibits attached, constitutes the entire Agreement between the Parties relating to the transaction described herein and 06 – Professional Services Agreement Rev. 4/2025 Page 6 of 10

Project No. ______________ supersedes any and all prior oral or written understandings. No amendment or modification to this Agreement will be effective unless it is in writing and signed by authorized representatives of both Parties. ----- Signature Page Follows ----- 06 – Professional Services Agreement Rev. 4/2025 Page 7 of 10

Project No. ______________ SIGNATURE PAGE IN WITNESS WHEREOF, the parties have made and executed this Agreement that is effective as of the date first above written. STV Incorporated Township of West Orange 997 Lenox Drive, Suite 102 Lawrenceville, NJ 08648-2317 Attention: Iris Giboyeaux Email: Iris.Giboyeaux@stvinc.com 25 Lakeside Avenue West Orange, NJ 07052 Attention: Zayibeth Carballo Email: zcarballo@westorange.org By: By: Name: Name: Title: Title: 06 – Professional Services Agreement Rev. 4/2025 Page 8 of 10

Project No. ______________ EXHIBIT A SCOPE OF SERVICES [to be inserted] 06 – Professional Services Agreement (Exhibit A) Rev. 12/2024 Page 9 of 10

Gregory Avenue and Lowell Avenue Safe Routes to School TOWNSHIP OF WEST ORANGE ESSEX COUNTY, NJ Technical and Price Proposal Prepared For: Township of West Orange 66 Main Street West Orange, New Jersey 07052 Prepared By: STV Incorporated 997 Lenox Drive, Suite 102 Lawrenceville, NJ 08648 October 2025

TECHNICAL PROPOSAL Table of Contents Page Contents I. Project Description........................................................................................................................... 1 Scope of Services ................................................................................................................................... 2 A. PRELIMINARY ENGINEERING PROJECT MANAGEMENT & CONTROLS........... 2 1. PROJECT MANAGEMENT ............................................................................................................ 2 2. EXECUTE PE PUBLIC INVOLVEMENT ACTION PLAN (PIAP) (3874) ................................... 2 3. QUALITY ASSURANCE / QUALITY CONTROL ........................................................................ 3 4. INITIATE PRELIMINARY ENGINEERING (3005) ...................................................................... 3 1. B. PRELIMINARY ENGINEERING ......................................................................................... 3 SURVEY ........................................................................................................................................... 3 2. GEOMETRICS AND ROADWAY .................................................................................................. 4 3. TRAFFIC ........................................................................................................................................... 5 4. DRAINAGE / H&H / SWM .............................................................................................................. 5 5. STRUCTURES.................................................................................................................................. 6 6. GEOTECHNICAL ENGINEERING ................................................................................................ 6 7. RIGHT OF WAY (ROW) AND EASEMENTS ............................................................................... 7 8. ACCESS ............................................................................................................................................ 8 9. UTILITIES ........................................................................................................................................ 8 10. PRE-CONSTRUCTION

..................... 8 9. UTILITIES ........................................................................................................................................ 8 10. PRE-CONSTRUCTION .................................................................................................................. 10 11. ENVIRONMENTAL....................................................................................................................... 10 1. C. FINAL DESIGN PROJECT MANAGEMENT & CONTROLS ....................................... 11 PROJECT MANAGEMENT .......................................................................................................... 11 2. EXECUTE FD PUBLIC INVOLVEMENT ACTION PLAN (PIAP) (4795) ................................ 11 3. QUALITY ASSURANCE / QUALITY CONTROL ...................................................................... 11 4. INITIATE FINAL DESIGN (4010) ................................................................................................ 12 1. D. FINAL DESIGN ..................................................................................................................... 12 GEOMETRICS AND ROADWAY ................................................................................................ 12 2. TRAFFIC ......................................................................................................................................... 13 3. DRAINAGE / HYDROLOGY & HYDRAULICS / STORMWATER MANAGEMENT ............ 13 4. STRUCTURES................................................................................................................................ 13 5. GEOTECHNICAL ENGINEERING .............................................................................................. 13 6. RIGHT OF WAY AND EASEMENTS .......................................................................................... 15 7. ACCESS .......................................................................................................................................... 15 8. UTILITIES ...................................................................................................................................... 15 9. PRE-CONSTRUCTION ..................................................................................................................