25-18 Exhibit-Matrix-665 Eagle Rock Avenue.pdf

Exhibit “C”

Matrix New World Engineering, Land Surveying and Landscape Architecture, P.C. 26 Columbia Turnpike Florham Park, NJ 07932 973.240.1800 Fax 973.240.1818 www.matrixneworld.com WBE/DBE/SBE Via Email (jsayers@westorange.org) December 21, 2017 Mr. John K. Sayers, Business Administrator Township of West Orange, Director of Public Works 66 Main Street West Orange, New Jersey 07052 Re: PROPOSAL FOR TEST PIT INVESTIGATION FORMER EXXON SERVICE STATION 665 EAGLE ROCK AVENUE BLOCK 176.03, LOT 10 TOWNSHIP OF WEST ORANGE, ESSEX COUNTY, NEW JERSEY MATRIX NO. 17-362 Dear Mr. Sayers: Matrix New World Engineering, Inc. (Matrix) is pleased to present this proposal to conduct a test pit investigation in an effort to confirm the presence/absence of an underground storage tank (UST) possibly identified during the geophysical investigation for the above-referenced property. The 0.3-acre vacant property was a former Exxon retail gasoline station (Program Interest No. 007904) that is presently owned by 665 Realty Management, LLC. Matrix contracted GPR One Call to conduct a geophysical investigation of the above-referenced property to assess the potential presence of an UST. One anomaly was identified in the area under the sidewalk along Eagle Rock Avenue at an estimated depth of 2 feet below ground surface. A review of historic and current site plans depict piping runs, identified as “unknown”, also relating to the area of the anomaly. SCOPE OF WORK AND COST To determine the presence/absence of the UST, Matrix recommends the removal of the concrete sidewalk and soil to approximately 2 feet below ground surface in the area of the identified anomaly to observe the top of the UST, if found. Matrix understands the test pit will be advanced using Township of West

soil to approximately 2 feet below ground surface in the area of the identified anomaly to observe the top of the UST, if found. Matrix understands the test pit will be advanced using Township of West Orange equipment and operator under the direction of Matrix field personnel. The field work will be completed in half a day. The results of the investigation will be summarized in a brief memorandum. Matrix will conduct these activities on a fixed fee cost basis in accordance with the attached Terms and Conditions (previously revised for the Township of West Orange) (Attachment 1). This proposal is based on the following assumptions: • Costs are for 4 hours of Matrix field personnel; • Access to the property will be provided by others; • The Township of West Orange will obtain all required permits; F:\2017\17-362 Township of West Orange - 665 Eagle Rock Avenue\Proposal\Test Pits_ Geophysical Invest\Test-pit_ Invest_Proposal_Eagle Rock Ave.doc

• All work areas are accessible; and • All work will be completed during normal business hours. Separate authorization from the client will be requested prior to commencing services outside the scope of this proposal. All out-of-pocket expenses including, but not limited to, certified mailings, photographs, and special deliveries are considered additional to the proposal items unless specifically noted within the scope of this proposal. We thank you for the opportunity to be of service to you on this project. Matrix is prepared to implement the described Scope of Work upon receiving a signed copy of this letter and the Terms and Conditions. The return of a signed copy of this letter shall constitute authorization to proceed. If you have any questions or require any additional information, please feel free to contact us at (973) 240-1800. Sincerely, Tamara Grillon Robert Meisner, P.E., LSRP Project Manager Director, LSRP Services Authorization to Proceed: Date: (Signature) Copy to: Richard D. Trenk, Esq., Trenk, DiPasquale, Della Fera, Sodona (via email) Mark Moon, Esq., Trenk, DiPasquale, Della Fera, Sodona (via email) Leonard R. Lepore, P.E., Municipal Engineer (via email) F:\2017\17-362 Township of West Orange - 665 Eagle Rock Avenue\Proposal\Test Pits_ Geophysical Invest\Test-pit_ Invest_Proposal_Eagle Rock Ave.doc 2

MATRIXNEWORLD Engineering Progress ATTACHMENT 1 MATRIX’S TERMS AND CONDITIONS

Matrix New World Engineering, Land Surveying and Landscape Architecture, PC TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES Section 1: SERVICES Matrix New World Engineering, Land Surveying and Landscape Architecture, PC (Matrix) agrees to perform the professional services (the “Services”) as described in the Proposal incorporated herein by reference for the CLIENT on a best efforts, time and materials basis under the terms and conditions set forth below. Matrix reserves the right to amend the contents of the Proposal, if written authorization is not received within 90 days. These Terms and Conditions together with the Proposal constitute the agreement between Matrix and the CLIENT for the Services (the “Agreement”). Section 2: COMPENSATION The CLIENT shall be responsible for all costs specifically enumerated in the proposal. For any costs set forth in the proposal as a range, Matrix shall provide CLIENT with an exact cost as soon as it can be estimated. CLIENT shall also be responsible for any REIMBURSABLE COSTS not specifically set forth in the proposal. REIMBURSABLE COSTS include: out- of-pocket expenses, the cost of which shall be charged at actual cost and shall be itemized and included in the invoice. Typical out-of-pocket expenses shall include, but not be limited to, travel expenses (lodging, meals, etc.), job-related mileage at the prevailing IRS mileage rate, long distance telephone calls, printing and reproduction costs, and survey supplies and materials. Section 3: CLIENT'S OBLIGATIONS To assist Matrix in performance of the Services, CLIENT shall provide Matrix with appropriate material, data and information in its possession pertaining to the specific project or activity. The CLIENT will advise Matrix of the nature and extent of the hazardous waste at the site. If Matrix discovers after it undertakes the Services that the site is of a different nature of hazard as defined by the client, or if unanticipated hazards are presented, the CLIENT and Matrix agree that the scope of services, schedule and estimated budget fee shall be adjusted as needed to complete the work without injury or damage. Section 4: INVOICE PROCEDURE AND PAYMENT Matrix will submit invoices to the CLIENT monthly and a final bill upon completion of the Services. Payment is due thirty (30) days from invoice

mage. Section 4: INVOICE PROCEDURE AND PAYMENT Matrix will submit invoices to the CLIENT monthly and a final bill upon completion of the Services. Payment is due thirty (30) days from invoice date. CLIENT agrees to pay a finance charge of one and one-half percent (1.5%) per month, or the maximum rate allowed by law on past due accounts. CLIENT will be liable for all court costs, disbursements, and attorney's fees incurred in the collection of any outstanding invoices. Section 5: OWNERSHIP OF DOCUMENTS All survey notes, drawings, bills of materials, specifications, blueprints, reports, calculations and all other material prepared in connection with the specific project shall be property of the CLIENT and shall be transferred to the CLIENT upon completion of the project and upon receipt of complete payment for the scope of work outlined in the proposal. Matrix may retain a single copy of such information and documents. Section 6: CONFIDENTIALITY Matrix agrees to keep confidential and not to disclose to any person or entity, other than Matrix's employees and subcontractors, without the prior consent of the CLIENT, all data and information not previously known to and generated by Matrix, or furnished to Matrix and marked CONFIDENTIAL by the CLIENT in the course of Matrix's performance hereunder; provided, however, that this provision shall not apply to data which are in the public domain, or were previously known to Matrix, or were acquired by Matrix independently from third parties not under obligation to CLIENT to keep said data and information confidential. CLIENT shall not restrict Matrix from complying with an order to provide information or data when such order is issued by a court, administrative agency or other authority with proper jurisdiction. The technical and pricing information contained in any proposal submitted by Matrix as to this project, or in the Agreement or any addendum thereto, is to be considered confidential and proprietary, and shall not be released or otherwise made available to any third party without express written consent of Matrix. Section 7: BURIED UTILITIES Matrix will conduct the research that in our professional opinion is necessary to locate utility lines and other man-made objects that may exist beneath the sites surface. The CLIENT recognizes that Matrix's research may not identify all

in our professional opinion is necessary to locate utility lines and other man-made objects that may exist beneath the sites surface. The CLIENT recognizes that Matrix's research may not identify all subsurface utility lines and man-made objects. Matrix will take reasonable precautions to avoid damage or injury to any subsurface utilities or structures. The CLIENT agrees to hold Matrix harmless and the CLIENT agrees to pay for damages to underground utilities or structures which are not called to Matrix's attention or correctly shown on plans furnished by the CLIENT or third parties. Section 8: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe they could or should be present. Matrix and the CLIENT agree that the discovery of unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of work and compensation for the Services or termination of the Agreement. Matrix agrees to notify the CLIENT as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. The CLIENT encourages Matrix to take measures that in Matrix's professional opinion are justified or legally required to preserve and protect the health and safety of Matrix's personnel and the public, and/or the environment, and the CLIENT agrees to compensate Matrix for the additional cost of such work. In addition, the CLIENT waives any claim against Matrix, and agrees to indemnify, defend and hold Matrix harmless from any claim or liability for injury or loss arising from Matrix's encountering of unanticipated hazardous materials or suspected hazardous materials. The CLIENT also agrees to compensate Matrix for time spent and expenses incurred by Matrix in defense of any such claim, with such compensation to be based upon Matrix's prevailing fee schedule and expense reimbursement policy.

Section 9: STANDARD OF CARE The Services provided by Matrix under the Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee, in fact or by law, whether of merchantability or fitness for a particular purpose or otherwise, is included or intended in the Agreement, or in any report, opinion, document or otherwise. The CLIENT recognizes that subsurface conditions may vary from those encountered at the location where, and at the time when, borings, sampling, or testing are performed by Matrix and that the data provided by Matrix are based solely on the information available to Matrix. The CLIENT agrees to indemnify and hold Matrix harmless from and against all claims, damages, losses and expenses arising from the interpretation by others of data provided by Matrix. Section 10: INDEPENDENT CONTRACTOR Matrix shall be an independent contractor in performing the Services and shall not act as an agent or employee of the CLIENT. As such, and subject to the terms and conditions hereof, Matrix shall be responsible for its employees, subcontractors, and agents and for their compensation, benefits, contributions, and taxes, if any. Section 11: JOBSITE HEALTH AND SAFETY Insofar as jobsite safety is concerned, Matrix is responsible solely for its own employees' and subcontractor's activities on the jobsite, but this shall not be construed to relieve the CLIENT or his contractors from their responsibility for methods of work performance, superintendence, sequencing of construction, or safety in, on or about the jobsite. Section 12: INSURANCE Matrix is protected by: 1) Worker's Compensation Insurance as required by applicable law, 2) General Liability and Automobile Liability Insurance (in the amount of $1,000,000 combined single limit) for bodily injury and property damage, and 3) Professional Liability (Errors & Omissions) with policy limits equal to at least $1,000,000. Matrix shall provide insurance certificates illustrating the coverage herein defined to the Board prior to commencing work at the site. Within the limits of said insurance, Matrix agrees to save the CLIENT harmless from and against loss, damage, injury or

the coverage herein defined to the Board prior to commencing work at the site. Within the limits of said insurance, Matrix agrees to save the CLIENT harmless from and against loss, damage, injury or liability arising from negligent acts or omissions of Matrix, its subcontractors, and their respective employees and agents acting in the course and scope of this project. Matrix shall not be responsible for any loss, damage, or liability arising from any acts by the CLIENT, its agents, staff, and other consultants and subcontractors employed by the Client. Section 13: INDEMNITY A. Matrix Matrix agrees to indemnify and hold harmless CLIENT from and against any and all losses, damages, liabilities, and expenses (including, but not limited to, legal fees and costs of investigation) to the extent resulting or arising out of negligence or willful misconduct of Matrix or performance of the Services hereunder, provided that such loss, damage, liability or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, and not caused in whole or in party by any acts or omissions of the CLIENT, a third party, or anyone directly or indirectly employed by the CLIENT. B. CLIENT The CLIENT, agrees to indemnify and hold harmless Matrix from and against any and all losses, damages, liabilities, and expenses (including, but not limited to, legal fees and costs of investigation) to the extent resulting or arising out of negligence or willful misconduct of the CLIENT, or anyone directly or indirectly employed by the CLIENT, or the performance of the CLIENT’s obligations under the Agreement, any non-conforming wastes waste(s) or discrepancies in the pertinent manifest(s) as defined by applicable regulations, or an condition existing at the work site(s) prior to the date of the Agreement or caused by anyone directly or indirectly employed by the CLIENT. Section 14: LIMIT OF LIABILITY Notwithstanding any other provision contained in the Agreement A. In no event shall Matrix, its employees, agents, or sub-contractors be responsible for any incidental, indirect, impact, or consequential damages (including loss of profits), liabilities or expenses incurred by the CLIENT or any third party as a result of Matrix's performance or nonperformance of the Services contracted for herein,