138-18 PSS - Attachment - Lafayette Park.pdf

J Page 2 of 2 7. CLIENT’S RESPONSIBILITIES The Client will provide to PS&S all available information pertinent to or required for the performance of PS&S's Services as described in this Agreement. PS&S.will be permitted torely on the accuracy andl completeness of the Client-supplied information unless doing so would be a breach of the standard of care set forth in Section 6 above. The Client will provide PS&S access 10 all public and private property as necessary for PS&S to perform its Services, and give prompt written notice to PS&S whenever the Client becomes aware of anything that could affect the Services. 8. PURCHASE/WORK/TASK ORDERS: If the Client issues a purchase/work/task order or other document related to PS&S's Services, it is agreed that such document is issued for Client's internal accounting purposes only and shall not amend, supplement, modify, or delete any terms or conditions of this Agreement regardless of the language on that purchase/work/task order. If there is any conflict between the terms and conditions of such purchase/work/task order and this Agreement, the terms and conditions of this Agreement shall gover. 9, MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES PS&S and the Client each waive the right to make any claims against the other for consequential damages arising out of or related to this Agreement, 10. LIMITATION OF LIABILITY To the fullest extent permitted by law, PS&S's total liability to the Client for any and all injuries, claims, losses, costs, damages, or claim expenses arising out of or related to this Agreement, however caused, shall not exceed the total amount of $50,000 or the amount of PS&S's fee (whichever is greater) 11, PROJECT CONSTRUCTION AND SITE SAFETY PS&S shall not be responsible for the means, methods, techniques, proceclures or sequence af construction, nor shall PS&S be held responsible for the safety precautions and programs of the Client's contractor(s) working at the Project Site, or any failure of those contractor(s) to comply with applicable laws, rules, or regulations. To the fullest extent permitted by law, neither PS&S nor any of its employees, consultants, authorized agents or representatives performing Services at the Project Site or elsewhere shall be liable for any injury occurring as part of the construction of the Project or any site work, due to a failure, breach or disregard of

ives performing Services at the Project Site or elsewhere shall be liable for any injury occurring as part of the construction of the Project or any site work, due to a failure, breach or disregard of construction safaty standards, procedures, Site-specific programs, transportation regulations, or industry practices at the construction Project (ar Site) by the Client’s contractors or athers for whom PS&S is not responsible under this Agreement. PS&S shall anly be responsible for the aclherence and compliance of all PS&S employees, consultants, authorized agents and representatives with the Project-site safety programs and procedures, and the laws and regulations applicable to those for whom PS&S is responsible under this Agreement 12. HAZARDOUS OR TOXIC MATERIALS Unless specifically agreed to in the Proposal, which is part of this Agreement, PS&S shall not be responsible to search for, detect, test, investigate or determine the presence of, monitor, remediate, clean up, remove, contain, treat, detoxify or neutralize hazardous, toxic or radioactive materials, mold, or any other pollutant or toxin within or adjacent to the Project or Site, which is the subject of this Agreement. 43. DOCUMENTATION AND ELECTRONIC MEDIA LIMITATIONS A. All drawings, specifications and/or other documents created by PS&S ("Documents") are instruments of service prepared for the Project. PS&S, as the author, retains the intellectual property rights in the Documents, subject to the licenses and rights to use granted in this Agreement. B, PS&S grants to the Client an unlimited license to make and retain copies of Documents but solely in connection with its use on the Project. The Documents are not intended or represented to be suitable for use by Client or others to prepare shop drawings, for extensions of the Project at or on land adjacent to the Project Site or at any location other than the Project Site, Client shall not add to, moclify or alter nor allow others to add to, modify, or alier the Documents including any printed copies of the Documents, unless Client shall have removed all references to “Paulus, Sokolowski and Sartor," “PS&S" and any other references, marks, and the like [including metadata or other electronic tags} that relate in any way to, or can be used to identity PS&S as the author of the Documents. -. Client shall indemnify, defend, save and hold PS&S, its

ike [including metadata or other electronic tags} that relate in any way to, or can be used to identity PS&S as the author of the Documents. -. Client shall indemnify, defend, save and hold PS&S, its subconsultants and each of their partners, officers, shareholders, directors and employees harmless from and against any and all claims, judgments, suits, liabilities, damages, costs or expenses (including reasonable atiomeys' fees) arising as the result of: |) Client's failure to comply with any of the requirements of this Section 13; or ii) any use, addition to, modification, alteration, change to or misinterpretation of the Documents by Client, or any party that receives the Documents from the Client (the "User(s)") Files provided in electronic media format [text, data, graphics, or other types of information] are furnished only for the convenience of Client and/or its authorized users, Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the Users shall perform acceptance tests or procedures within 10 days of receipt of the files, after which the Users shall be deemed to have accepted the data transferred. PS&S shall not be responsible to maintain Documents stored in electronic media formal after acceptance by the Client or its Users, ‘When transferring documents in electronic media format, PS&S makes no representations as to long-term compatibility, usability, or reaciability of Documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by PS&S. Copies of Documents that may be relied upon by the Client, or its User(s) are limited to the printed versions (also known as hard copies) that are signed and sealed by PS&S. Client accepts that the conversion of the printed versions of Documents into electronic media format or conversion of Documents from the format supplied by PS&S to another format may introduce errors or other inaccuracies. Client and its Users shall confirm the accuracy of the Documents before using them. Client accepts all responsibility for any errors or inaccuracies arising from the conversion of the Documents to another client-selected format, and releases PS&S and its subconsultants from any liability, costs, losses, or damages or expenses arising as the result of

sing from the conversion of the Documents to another client-selected format, and releases PS&S and its subconsultants from any liability, costs, losses, or damages or expenses arising as the result of conversion errors or inaccuracies. G.Client waives any and all claims and liability against PS&S and its subconsultants resulting in any way from the use of the Documents transmitted pursuant to this Section 13. 14, OTHER TERMS This Agreement shall be construed in accordance with, and governed by, the laws of the State of New Jersey excluding any choice-oHlaw principles, including those of the law of the state where the Project is located that would require the application of the laws of a jurisdiction other than New Jersey. Each party to this Agreement for itself, its successors and in respect of its property, itevocably consents and agrees that: i) any legal action or proceeding with respect to this Agreement will be brought in a state or federal court in the Stale of New Jersey, which shall be the exclusive jurisdiction for all lagal matters and any appeals; and il) ievocably waives any objection that it may have now or later to the laying of venue of any of the aforesaid actions or proceedings in a location in the Stale of New Jersey. Ifany term of this Agreement or its application to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement andor the application of terms or provisions other than those that are found to be invalid or unenforceable, shall not be affected, and this Agreement shall be valid, binding, and enforceable to the fullest extent permitted by law. i?) g m mn Effective Date: July 1, 2017

Lope J SCHEDULE OF CHARGES & HOURLY RATES 1 67A Mountain Bivd Ext Proposal/Contract No’ PO Box 4039 Warren, NJ 07059 Date: CHARGES FOR SERVICES When PS&° is to be paid on the basis of time expended and expenses incurred on the Project, compensation shall be determined using the hourly rates. These rales are effective July 1, 2017, but may be modified thereafter by PS&S at six-month intervals. Ifthe Client requests PS&S to provide other Services in addition to those described in the attached Proposal, PS&S requires a written additional service authorization amending this Agreement, before PS&S will proceed with that work. Billable Hourly Rate Ti $197 Principal, SVP, VP, Principal LSRP $197 Sr, Director, Sr. Project (Manager, Engineer, Architect, Planner, Designer, Scientist, or LSRP) $195 Director, Project (Engineer, Architect, Planner, Designer, Scientist, or LSRP), Project Manager II $180 Sr. (Engineer, Architect, Planner, Designer, Scientist, Surveyor or LSRP), Project Manager | $160 Engineer IV, Architect IV, Planner IV, Designer VI, Scientist VI, LSRP $145 Engineer Ill, Architect lil, Planner Ill, Designer V, Scientist V, Projact Controls Ill $135 Surveyor Ill, Inspector Ill $130 Engineer Il, Architect Il, Planner Il, Designer IV, Scientist IV $120 Engineer |, Architect |, Planner I, Designer lll, Scientist II, CAD Technician Ill, Project Controls II $110 Surveyor Il, Inspector I $105 Designer Il, Scientist i, Cad Technician Il $100 Designer |, Scientist |, Cad Technician | $ 90 Project Controls | $ 85 Surveyor |, Inspector | $ 65 Technician | When survey field crew time is billed on a crew basis, the following rates apply (portal to portal): $225 2-person crew $295 3-person crew 2. LICENSED SITE REMEDIATION PROFESSIONAL (LSRP) CONDITIONS When work performed by PS&S includes the services of an Licensed Site Remediation Professional (“LSRP"), the LSRP will use his or her professional judgment to make recommendations as to actions required based upon the LSRP’s review of the applicable statutes, regulations and documents. The Client acknowledges that the LSRP’s recommendations or issuance of any Response Action Outcome ("RAO") shall not constitute: (i) any acceptance of liability on behalf of PS&S or any LSRP employed by PS&S; (ji) any form of guarantee, indemnity or insurance for any legal liability or obligation of the Client. Further, the

te: (i) any acceptance of liability on behalf of PS&S or any LSRP employed by PS&S; (ji) any form of guarantee, indemnity or insurance for any legal liability or obligation of the Client. Further, the Client acknowledges that when PS&S's services hereunder entail the use of professional judgment, PS&S is not providing any guarantee that any other professional reviewing PS&S's work hereunder will not offer different recommendalions or reach different conclusions based on that professional's use of his or her judgment. The Client acknowledges thal PS&S is not responsible to the Client or any third- party for costs resulting from a different recommendation or different conclusion rendered by another party. Under the Site Remediation Reform Act, N.J.S.A. 58:10C-1 et seq. ("SRRA’), the New Jersey Department of Environmental Protection (NJDEP) can audit and review an RAO and the Site Remediation Professional Board can review work performed by an LSRP. Further, an RAO can be invalidated if NIDEP determines that the RAO is not protective of human health and the environment. Neither PS&S nor the LSRP shall be held responsible for the invalidation of the RAO, and any services which might be required due to any such invalidation shall be considered an Additional Service. The State has established mandatory and regulatory time frames to complete certain remediation requirements. If these time frames are nat met, fines and potential NJDEP direct oversight could be imposed upon the Client, To the extent provided for in the scope of work, PS&S will advise the Client of deadlines and actions necessary to fulfll the requirements of such time frames. The Client acknowledges that PS&S's provision of such advice will not and does not shift responsibility for compliance with such time frames to PS&S. Further, if the Client delays in approving and proceeding with the recommendations of PS&S's LSRP in meeting these time frames or the Client delays in payment of services rendered by PS&S, which results in a delay to the progress of the project, the Client agrees that PS&S will not be held responsible or liable for any fees, fines, or financial impacts incurred as a result of NUDEP's direct oversight, fines, and fees. Furthermore, the Client acknowledges that in the context of supporting any conclusions or recommendations made to any third-party or governmental entity, PS&S may

s direct oversight, fines, and fees. Furthermore, the Client acknowledges that in the context of supporting any conclusions or recommendations made to any third-party or governmental entity, PS&S may be required to release or otherwise publish: data from tests performed on samples taken from the project location; physical observations of the project location; or other technical information obtained by PS&S regarding the physical conditions of the project location, including but not limited to, submissions made by PS&S's LSRP in connection with a project. Client expressly acknowledges that under SRRA, if the LSRP identifies a condition at the Site that, in the professional judgment of the LSRP, is an Immediate Environmental Concem ("IEC")(as defined in the SRRA), the LSRP is obligated to so advise the Client and to call the NJDEP’s telephone hotline to advise the NJDEP of such IEC. PS&S Infrastructure Rates Effective Date: July 1, 2017