162-18 Attachment 3.pdf

ad of using the IRS mileage reimbursement rate. 3. TIME FOR PERFORMANCE Delays created by scheduling of government meetings, or by Client not responding timely to requests for input, information, or decisions may extend the Project schedule and require an increase in PS&S's compensation, If PS&S's Services have not been completed by the date established in the Proposal for the completion of Services, through no fault of PS&S, all PS&S Services provided thereafter shall be compensated on an hourly-tate basis using the rates attached, notwithstanding any other compensation amount set forth in the Proposal. Neither party shall be fiable to the other for any delay or failure in performance of any of the obligations under this Agreement to the extent such delay or failure is caused by fire, flood, earthquake, civil, governmental or military authority, acts of God, war, terrorist acts, or other similar causes beyond a party's reasonable control and without the fault or negligence of the delayed or non-performing party. 4, PAYMENT Invoices for all Services: will be issued on a monthly basis; are considerad due upon receipt; and, must be paid within 30 days of the invoice dale, Interest at one percent (1%) per month (but nat exceeding any maximum rate allowed by law) will be charged on any invoice amount not paid within 30 days of the invoice cate. All reasonable attorney's fees and cosis incurred by PS&S to collect any delinquent amounis shall be added to the amount to be paid by the Client, PS&S shall not be obligated to deliver any documents for governmental review, deliver any documents or Services for the next Project milestone, Proposal/Contract No: 090180574. Date: June 14, 2018 Page 1 of2 sign and seal documents (or any final Construction Documents), nor shall PS&S be obligated to commence providing any Services during the Construction Phase of a Project while any invoice for properly performed Services (or previously delivered document) is due and remains unpaid More than 30 days after invoice date. If any undisputed invoiced amounts are not paid within 60 days of invoice date, PS&S may suspend its Services or terminate this Agreement whether on this project or another PS&S engagement. Once Services are suspended for nonpayment, they will be resumed at the discretion of PS&S but only when all unpaid amounts, including accrued interest, are paid in

project or another PS&S engagement. Once Services are suspended for nonpayment, they will be resumed at the discretion of PS&S but only when all unpaid amounts, including accrued interest, are paid in full on all other engagements. If PS&S terminates this Agreement for non-payment, the Client shall also be obligated to pay the reasonable costs associated with termination A suspension of Services shall not preclude PS&S from later electing to terminate this Agreement for continued non-payment of its invoices, Any failure by PS&S to terminate or suspend Services shall not constitute a waiver of, nor be considered a limitation of, these or any other iights and remedies available at law or equity. If the Client requests PS&S to suspend Project Services for more than 60 days, the Client shall pay PS&S @ charge of not more than ten percent (10%) of the amount due for the remaining unperformed Services, as a Condition for PS&S to resume the performance of its Services, according toa mutually acceptable revised Project Schedule. 5. TAXES. I applicable, the Client shall pay the cost of any sales, use, excise, value- added or other tax, which is or may become applicable to the Services, in addition to the amount of compensation due to PS&S under this Agreement. 6. PS&S’S RESPONSIBILITIES PS&S shall perform its Services in a manner consistent with that level of skill and care ordinarily exercised by other professional consultants Providing the same or similar Services, under similar circumstances and location that exist at the time of providing the Services, PS&S represents that it is duly qualified to provide the Services that are covered by this Agreement and that it is authorized to enter into and execute this Agreement. No other representation, express or implied, and no warranty or any guarantee is mace as part of this Agreement, or in any report, document or other communication provided as part of the Services, lfchanges are mace by the Client or others to aspects of the project, such as location, that affect the design documentation ar Services provided by PS8S, all PS&<S liability for such changes and their consequences shall be waived by the Client and Client shall have sole responsibility and liability for such changes and their consequences, unless PS&S was previously advised in writing of such changes, and allowed the proper time in accordance with

ient shall have sole responsibility and liability for such changes and their consequences, unless PS&S was previously advised in writing of such changes, and allowed the proper time in accordance with applicable professional standards, to evaluate such changes. Client shall compensate PS&S for the time required to provide any evaluation required due to such changes. PS&S's Services are provided to meet the requirements of applicable standards of care, applicable laws, building codes and regulations to obtain needed approvals and permits of governmental authorities with jurisdiction over the project. These requirements may be interpreted differently by government inspectors and building officials, requiring changes to the design documents and the project construction even after permits and approvals have been issued, While this may increase the construction costs of the Project, it does not mean that the design documents were not prepared to meet applicable requirements or professional standards. The additional costs that result, if any, will be deemed to be value-added items, as if required in the original design documentation, and shall not be the basis for any claim for damages against PS&S. Effective Date: July 1, 2017

PS:S 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 desciibed in this Agreement. PS&S willbe permitted torely on the accuracy and 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 to 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. Ii 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 govern 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, procedures or sequence of 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 construction

ng 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 safety standards, procedures, Site-specific programs, transportation regulations, or industry practices at the construction Project (or Site) by the Client's contractors or others for whom PS&S is not responsible under this Agreement. PS&S shall only be responsible for the adherence and compliance of all PS&S employees, consultants, authorized agents and tepresentatives 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, 13. 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. PS8S, 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 ars not intended or represented to be suitable for use by Client or others to prepare shop drawings, for extensions of the Project Page 2 of 2 at or on land adjacent to the Project Site or at any location other than the Project Site, Client shall not add to, modiify or alter nar allow others to add to, modify, or alter 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 identify PS&S as the author of the Documents, Client shall indemnify, defend, save and hold PS&S, its

e like [including metadata or other electronic tags} that relate in any way to, or can be used to identify 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, jucgments suits, liabilities, damages, costs or expenses (including reasonable attorneys’ fees) arising as the result of: i) 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 othet types of information] are furnished only for the convenience of Client and/or its authorized users. Because dala stored in electronic meciia 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 accepied the data transferred. PS&S shall not be responsible to maintain Documents stored in electronic media format after acceptance by the Client or its Users. When transferring documents in electronic media format, PS&S makes no representations as to long-leim compatibility, usability, or readability of Documents resulting from the use of software application packages, operating systems, or computer harclware 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 anc its Useis 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, .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-ol-law 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, 2 9 m m fo} Each party to this Agreement for itseli, its successors and in respect of its property, irrevocably 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 State ct New Jersey, which shall be the exclusive jurisdiction for all legal matters and any appeals; and il irrevocably 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 Siate of New Jersey, Hany 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 and/or 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. Effective Date: July 1, 2017

87A Mountain Blvd Ext Proposai(Contract No 990180574 PO Box 4039 PSsss Warren, Nd 07053 bate June 14, 2018 SCHEDULE OF CHARGES & HOURLY RATES 1. CHARGES FOR SERVICES When PS8S 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 rates are effective July 1, 2017, but may be modified thereafter by PS&S at six-month intervals, the Client requests PS&S to provide other Services in addition to those described in the attached Proposal, PS8S requires a written additional service authorization amending this Agreement, before PS&S will proceed with that work. Billable Hourly Rate Ti $ 240 Principal, SVP, VP, Principal LSRP $ 215 Sr, Director, St. Project (Manager, Engineer, Architect, Planner, Designer, Scientist, or LSRP) § 195 Director, Project (Engineer, Architect, Planner, Designer, Scientist, or LSRP). Project Manager I $ 180 Sr. (Engineer, Architect, Planner, Designer, Scientist, Surveyor or LSRP), Project Manager | $ 160 Engineer IV, Architect IV, Planner IV, Designer VI, Scientist VI, LSRP $ 150 Engineer Ill, Architect Ill, Planner Ill, Designer V, Scientist V, Project Controls Ill $ 140 Surveyor Ill, Inspector I $ 135 Engineer Il, Architect Il, Planner Il, Designer IV, Scientist IV $ 125 Engineer|, Architect |, Planner |, Designer Ill, Scientist Ill, CAD Technician lil, Project Controls II $ 115. Surveyor Il, Inspector Il $ 110 Designer Il, Scientist Il, Cad Technician Il $105. Designer |, Scientist |, Cad Technician | $ 95 Project Controls | $ 90 Surveyor |, Inspector | $ 75 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 crow 2. LICENSED SITE REMEDIATION PROFESSIONAL (LSRP) CONDITIONS When work performed by PS&S includes the services of an Licansed Site Remediation Professional ('LSAP’), the LSRP will use his or her professional ludgment to make recommendations as to actions required based upon the LSAP's review of the applicable statutes, regulations and guidance documents. The Client acknowledges that the LSRP’s recommendations ar issuance of any Response Action Outcome ("RA") shall not constitute {) any acceptance of liability on behalf of PS&S or any LSRP employed by PS8S: (i) any form of guarantee, indemnity or insurance for any legal liability oF

e Action Outcome ("RA") shall not constitute {) any acceptance of liability on behalf of PS&S or any LSRP employed by PS8S: (i) any form of guarantee, indemnity or insurance for any legal liability oF 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 provicing any guarantee that any other professional reviewing PS&S's work hereunder will not offer different recommendations or reach different conclusions based on that professional's use of his or her judgment. The Client acknowledges that PS&S is nol responsible to the Client or any thirc- 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 NDEP determines that the RAQ is nat protective of human health and the environment, Neither P3&3 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 not met, fines and potential NJDEP direct oversight could ¢ 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 fulfill the requirements of such time frames. The Client acknowledges that PS&S's provision of such advice will not and does not shift responsibilty 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, of financial impacts incurred as a result of NJDEP's direct oversight, fines, and fees. Furthermore, the Client acknowledges that in the context of supporting any conclusions or recommendations made to any

ancial impacts incurred as a result of NJDEP'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 ently, 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 ly PS8S regarding the physical conditions of the project location, including but not limited to, submissions made by PS&S's LSRP in connection with @ project. Client expressly acknowledges that under SRRA, if the LRP identifies a concition at the Site that, in the professional judgment of the LSRP, is an Immediate Environmental Concern (“IEC")(as defined in the SARA), the LSAP is obligated to so advise the Client and to call the NJDEP’s telephone hotline to advise the NJDEP of such IEC, PS&S Standard Rates Effective Date: July 1, 2017