218-22 RFS Correspondence Proposal-Final.pdf

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.mwne.com WBE Via Email July 27, 2022 Mr. John Gross Township of West Orange 66 Main Street West Orange, NJ 07052 Re: PROPOSAL FOR ENVIRONMENTAL SERVICES FORMER BARTON PRESS 55 LAKESIDE AVENUE BLOCK 115, LOTS 15 & 17 WEST ORANGE, NEW JERSEY MATRIX NO. 21-1041 Dear Mr. Gross: As requested, Matrix New World Engineering, Land Surveying, and Landscape Architecture, P.C. (Matrix) is pleased to provide this proposal to complete environmental services for the Former Barton Press property, located at 55 Lakeside Avenue (Block 115, Lots 15 and 17) in the Township of West Orange (Township), New Jersey (Site). The proposed work will be completed in accordance with the Site Remediation Reform Act (SRRA), N.J.S.A 58:10C-1 et seq., the Administrative Requirements for the Remediation of Contaminated Sites (ARRCS), N.J.A.C. 7:26C, the Technical Requirements for Site Remediation (TRSR), N.J.A.C. 7:26C, and applicable New Jersey Department of Environmental Protection (NJDEP) Guidance Documents. SCOPE OF WORK The scope of services and associated fees are described in detail below. TASK 1: Preparation of Cost Estimate to Complete Remediation at the Site and Response to Prism’s Objections and Request for Additional Information As required by the purchaser-seller agreement (PSA) with Prism, Matrix prepared a remediation cost estimate that listed the sequence of tasks required to bring the above referenced project to completion with the NJDEP and provided a detailed breakdown of associated costs supported by an excel spreadsheet. A high level of detail and supporting backup information was necessary as it was anticipated that Prism

e NJDEP and provided a detailed breakdown of associated costs supported by an excel spreadsheet. A high level of detail and supporting backup information was necessary as it was anticipated that Prism would object to our costs to complete remediation at the site. (It is important to note that previous proposals did not include a budget to prepare a detailed cost estimate with supporting documentation.) Letters dated July 20, 2022, and July 21, 2022, were received from Prism’s legal counsel that raised objections to our remediation cost estimate and requested additional information. After internal discussions and a Teams meeting with Carmella Seslar, Esquire of Wilentz, it was decided that Matrix would provide a written response to both letters received from Prism’s legal counsel. COSTS The costs to provide a written response are provided below but do not include extensive negotiations with Prism or an independent third party LSRP, if necessary. If such actions are required additional funding will be necessary. The ultimate cost of reaching an agreement with Prism will be dictated by Prism and at the moment the course of action to reach resolution is unclear. F:\2021\21-1041 - Township of West Orange Phase I ESAs Downtown Corridor\Proposal\RFS correspondence\RFS Correspondence Proposal- Final.docx 1

Task 1 – Preparation of Cost Estimate to Complete Remediation at the Site and Response to Prism’s Objections and Request for Additional Information Labor .....................................................................................................................$ 15,550.00 Total for Task 1 … ................................................................................................$ 15,550.00 Total Estimated Costs .........................................................................................$ 15,550.00 ASSUMPTIONS AND EXCLUSIONS This proposal is based on the following assumptions: • No additional assessment activities or LSRP documents beyond the activities identified in the scope of work are included; • All work will be completed during normal business hours; • Costs exclude any NJDEP inspections; • Costs do not include any additional NJDEP notification or reporting fees; • All external costs will be charged at cost plus 15%. 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, application fees, laboratory testing costs, mylar copies, certified mailings, photographs, blueprints, and special deliveries are considered additional to the proposal items unless specifically noted within the scope of this proposal. This proposal is submitted solely and exclusively for the use of Township of West Orange for consideration of the professional services of Matrix. Disclosure of this proposal’s content to any third party without prior written authorization from Matrix is expressly prohibited. In addition to the specific items as listed herein, the client may be required to demonstrate compliance with certain permit and approval conditions as may be imposed by one or more of the regulatory agencies. These conditions may require revisions to the plans and/or preparation of additional supporting documentation. This proposal does not include these additional items unless specifically outlined within the scope of this proposal. PAYMENT SCHEDULE Payment shall be in accordance with the Charges, Billing, and Payment schedule outlined in the Terms and Conditions attached to this proposal unless prior written arrangements have been made with Matrix. Please indicate your

dance with the Charges, Billing, and Payment schedule outlined in the Terms and Conditions attached to this proposal unless prior written arrangements have been made with Matrix. Please indicate your acceptance of this proposal by (1) signing in the space provided below, (2) signing the attached Terms and Conditions, and (3) signing the attached Special LSRP Provisions and returning one copy to our offices. F:\2021\21-1041 - Township of West Orange Phase I ESAs Downtown Corridor\Proposal\RFS correspondence\RFS Correspondence Proposal- Final.docx 2

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. If you have any questions or require any additional information, do not hesitate to contact us at (973) 240- 1800. Sincerely, Allison Molnar Project Manager Authorization to Proceed: Date: Name/Title Attachments: Terms and Conditions Special Provisions - LSRP F:\2021\21-1041 - Township of West Orange Phase I ESAs Downtown Corridor\Proposal\RFS correspondence\RFS Correspondence Proposal- Final.docx 3

MATRIXNEWORLD Engineering Progress ATTACHMENT 1 TERMS AND CONDITIONS

TERMS AND CONDITIONS FOR PROFESSIONAL SERVICES Matrix New World Engineering, Land Surveying and Landscape Architecture, PC 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, consistent with the applicable standard of care, 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 an estimated range, Matrix shall provide CLIENT with an exact cost as soon as it can be determined. 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 plus an administrative charge of fifteen percent (15%) 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. Matrix shall be entitled to rely upon the accuracy and completeness of services and information furnished by the CLIENT and CLIENT’s consultants. The CLIENT will advise Matrix of the nature and extent of any 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

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. Unless otherwise specifically provided in this agreement, Matrix and its consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the project site. 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 collection and court costs, disbursements, staff time expended for court appearances and depositions, 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 by Matrix and its consultants in connection with the specific project, including those in electronic form, are Instruments of Service to be used solely with respect to this Project. Matrix and its consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights including copyright. Upon execution of Agreement, Matrix grants to CLIENT a non-exclusive license to reproduce the Instruments of Service solely for the purposes of constructing, using, and maintaining the Project, provided that CLIENT shall comply with all obligations, including prompt payment of all sums when due, under this Agreement. CLIENT shall not assign, delegate, sub-license, pledge or otherwise transfer any license granted herein to any other party without the prior written agreement of Matrix. Any unauthorized use and/or use of the Instruments of Service in violation of this Agreement, shall be at CLIENT’S sole risk and without liability to Matrix and its consultants, and CLIENT shall defend and indemnify MATRIX and its consultants against any claim

e in violation of this Agreement, shall be at CLIENT’S sole risk and without liability to Matrix and its consultants, and CLIENT shall defend and indemnify MATRIX and its consultants against any claim and damages arising from such unauthorized use. The terms of this Section shall apply unless and until it is adjudged by a court of competent jurisdiction that CLIENT rightfully terminated this Agreement for cause under Section 19. If and upon the date that Matrix is adjudged in default of this agreement by a court of competent jurisdiction, the foregoing license shall be deemed terminated and replaced by a second, nonexclusive license permitting CLIENT to authorize other similarly credentialed design professionals to reproduce and, where permitted by law, to make changes, corrections, or additions to the Instruments of Service solely for purposes of completing, using and maintaining the Project. If set forth in the Proposal, the Instruments of Service shall become the co-owned 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

r in the Agreement or any addendum thereto, is 1