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