242-22 Attachment - PSS Proposal Ginny Duenkel Pool Underwater Lighting Improvements.pdf

Page 2 of 4 PS&S shall not be obligated to deliver any documents for governmental review, deliver any documents or Services for the next Project milestone, 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 overdue 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 full on all 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 rights 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 a 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 to a mutually acceptable revised Project Schedule. Projects with current payment Status receive the first commitment of PS&S's resources. 5. TAXES If 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. STANDARD OF CARE AND 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

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 made as part of this Agreement, or in any report, document or other communication provided as part of the Services. If changes are made by the Client or others that affect the design documentation or Services provided by PS&S, any 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 applicable professional standards, to evaluate and consent to such changes. Client shall compensate PS&S for the time required to provide the evaluation required due to such changes. PS&S's Services are provided to meet the applicable standards of care, applicable laws, building codes and regulations (‘design requirements”) for the submission of a permit application from governmental authorities with jurisdiction over the project. At times, these design requirements may be interpreted differently by certain government inspectors and building Officials, resulting in changes to the design documents and the project construction, in some cases after permits and approvals have already been issued. Although these design changes may increase the construction costs of the Project, that does not mean that the design documents were not prepared ta meet the applicable design requirements or professional standards. It is therefore expressly understood that any additional construction costs that may result, shall not be the basis for any claim for damages against PS&S; and, any design changes required to satisfy conditions of approval by any regulatory agency shall be billed on a time and materials basis as additional costs. 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 to rely on the accuracy and completeness of the

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 to rely 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. Effective Date: February 1, 2022

Page 3 of 4 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 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 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 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

ety 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. 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 electronic copies of Design Documents but solely in connection with its use on the Project. The Design 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, modify or alter nor allow others to add to, modify, or alter the Design 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. C. 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 attorneys’ fees) arising as the result of: i) Client's failure to comply Effective Date: February 1, 2022

Page 4 of 4 with any of the requirements of this Section 13; or ii) any different, unintended 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’), without the knowledge and consent of PS&S. D. 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 and provide notice of any issues or irregularities upon receipt of the files. Otherwise, the Users shall be deemed to have accepted 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. E. When transferring documents in electronic media format, PS&S makes no representations as to long-term compatibility, usability, or readability of Documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by PS&S. Documents that may be relied upon by the Client, or its User(s) are limited to the versions that are signed and sealed by PS&S. F. 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 conversion errors or inaccuracies. 14, INSURANCE PS&S will procure and maintain such insurance as will protect it from: claims related to or arising from Workers’ Compensation Acts; claims for damages arising from bodily injury, sickness, disease or death of any and all employees or of any person other than such employees; claims or damages arising from injury to or destruction of property including loss of use

bodily injury, sickness, disease or death of any and all employees or of any person other than such employees; claims or damages arising from injury to or destruction of property including loss of use resulting therefrom; and claims arising out of the performance of our professional services, but only to the extent such claims arise out of the performance of our professional services. A Certificate of Insurance shall be forwarded to the CLIENT if requested upon receipt of signed agreement evidencing our workers compensation policy coverage, general liability policy coverage, automobile liability coverage, excess coverage, professional liability coverage, and pollution liability coverage. 15.OTHER TERMS This Agreement shall be construed in accordance with, and governed by, the laws of the State of New Jersey excluding any choice-of-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. Each party to this Agreement for itself, 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 of New Jersey, which shall be the exclusive jurisdiction for all legal matters and any appeals; and ii) 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 State of New Jersey. If any 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 Daie: February 1, 2022