19-23 Proposal_55 Lakeside Avenue-REV.pdf

ntractors) or agents. Any provision in this Agreement that inures to the benefit of Matrix shall also inure to the benefit of Matrix’s officers, directors, shareholders, partners, principals, members, managers, beneficiaries, employees, consultants (including sub-contractors) or agents. C. Matrix's total liability to CLIENT for any and all injuries, claims, losses, expenses or damages whatsoever arising out of, or in any way related to the Agreement from any cause or causes, including but not limited to Matrix's errors, negligence, omissions, strict liability, breach of contract or breach of warranty, shall not exceed the total contract amount for the Services provided by Matrix or the limit of liability available at the time of the claim, whichever is lesser. D. Matrix disclaims, and the CLIENT waives, any implied warranties of merchantability or fitness for a particular purpose with respect any equipment or other personal property procured by Matrix and provided to the CLIENT as part of any Services. E. Matrix and CLIENT agree that, to the extent any damages are covered by property insurance during construction, or afterwards, Matrix and CLIENT waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. Matrix and CLIENT, as appropriate, shall require of the contractors, sub- consultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. F. CLIENT recognizes and expects certain Change Orders may be required due, in whole or in part to omissions, ambiguities, or inconsistencies in the Drawings, specifications, and other design documentation furnished by Matrix or as a result of the other professional services performed or furnished by Matrix under this Agreement, and that Matrix is not responsible for the costs associated with these Change Orders to the extent Change Orders include any cost that CLIENT would have incurred if the covered Change Order work had been included originally in the Drawings, specifications, and other design documentation, without any omission, ambiguity, or inconsistency in the Construction Documents. G. To

d Change Order work had been included originally in the Drawings, specifications, and other design documentation, without any omission, ambiguity, or inconsistency in the Construction Documents. G. To the maximum extent permitted by law, the limitations on damages, the releases from liability, the limitations of liability, and the exclusive remedies provisions expressly provided in the Agreement shall apply even in the event of the fault of Matrix(in whole or in part), including but not limited to negligence , strict liability or breach of contract of Matrix. Section 15: PROJECT DELAYS If Matrix is delayed at any time in performing the Services for any specific project or activity by an act, failure to act, or neglect of the CLIENT or the CLIENT'S employees or any third parties; by changes in the scope of work; by unforeseen circumstances including delays authorized by the CLIENT and agreed to by Matrix; by acts of force majeure including, without limitation, fires, floods, riots, and strikes; by delays caused by foreign or domestic governmental acts or regulations; or by any cause beyond the reasonable control of Matrix, then the time for completion of the Services shall be extended based upon the impact of the delay. Matrix shall receive an adequate compensation adjustment if the delays caused by any of the above result in changes, require additional services, or result in additional costs to Matrix. Section 16: ASSIGNMENT Matrix and CLIENT shall not assign the Agreement in whole or part without the written consent of the other, except that CLIENT may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the CLIENT’S rights and obligations under this Agreement, including full payment of all sums due for services rendered. Matrix shall only execute consents reasonably required to facilitate such assignment. Matrix in no way is prohibited from retaining consultants or subcontractors, or persons and entities not in its employ, when it is appropriate to do so. Such persons and entities include, but are not limited to, surveyors, specialized consultants, drilling contractors, and testing laboratories. Matrix's use of others for additional services shall not be unreasonably restricted by the CLIENT provided Matrix notifies the CLIENT in advance. Section 17: THIRD PARTY EXCLUSION Nothing in

ratories. Matrix's use of others for additional services shall not be unreasonably restricted by the CLIENT provided Matrix notifies the CLIENT in advance. Section 17: THIRD PARTY EXCLUSION Nothing in this Agreement shall be construed to create a cause of action in favor of any third parties, it being the express intent not to create any third- party beneficiaries to this Agreement.. Section 18: SEVERABILITY If any clause or section of the Agreement shall be deemed void or invalid, such a decision shall only apply to that particular section(s) and shall not render the rest of the Agreement invalid. The balance of the Agreement shall remain in force.

4 Section 19: TERMINATION Matrix may terminate the Agreement upon five (5) days’ written notice if the CLIENT defaults in the payment for the Services or for any other material default by the CLIENT under the Agreement. The CLIENT or Matrix may terminate the Agreement upon fourteen (14) days’ written notice for any reason which may arise or for no reason. In the event of such termination of the Agreement for any reason which may arise or for no reason, the termination will become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which party shall affect termination of the cause therefore, the CLIENT shall within thirty (30) calendar days of termination remunerate Matrix for the Services rendered and costs incurred (including all reimbursable costs hereunder), in accordance with Matrix's prevailing rate schedule. Section 20: GOVERNING LAW AND VENUE Unless otherwise provided in an addendum, the law of the State of New Jersey will govern the validity of the Agreement, its interpretation and performance, and remedies for any other claims related to the Agreement. Any litigation arising from this Agreement shall be venued in the Superior Court of New Jersey, Morris County.

2022 FEE SCHEDULE TITLE HOURLY RATE Executive Engineer $290.00 Principal $250.00 Senior Technical Director $220.00 Senior Project Manager $210.00 Technical Director $200.00 Senior Technical Manager $190.00 Project Manager $180.00 Senior Project Professional $170.00 Project Professional $160.00 Senior Project Specialist $155.00 Project Specialist $150.00 Senior Technical Professional $140.00 One-Man Robotic Crew $130.00 Senior Technical Specialist $125.00 Technical Specialist $115.00 Senior Data/Field Specialist $110.00 Second Survey Crew Member $110.00 Data/Field Specialist $100.00 Senior Technical Assistant $95.00 Technical Assistant $90.00 Junior Technical Assistant $85.00 Junior Data/Field Technician $75.00 Data Entry Specialist $65.00 2022 REIMBURSABLE EXPENSES ITEM FEE Black & White Copy 8½ x 11 $0.20/sheet Black & White Copy 8½ x 14 $0.30/sheet Black & White Copy 11 x 17 $0.40/sheet Black & White Copy 18 x 24 $1.45/sheet Black & White Copy 24 x 36 $2.85/sheet Black & White Copy 30 x 42 $4.25/sheet Color Copy 8½ x 11 $0.40/sheet Color Copy 11 x 17 $0.80/sheet Color Copy 24 x 36 $27.00/sheet Color Copy 30 x 42 $40.00/sheet Mylar 24 x 36 $27.00/sheet Mylar 30 x 42 $40.00/sheet CD $50.00/disc Robotic per diem $250.00 Scanner per diem $400.00 Subconsultants 115% of cost Out-of-pocket expenses 115% of cost Additional reimbursables include, but are not limited to, delivery expenses and mileage, charged at Federal prevailing rates.

ATTACHMENT 2 SPECIAL PROVISIONS - LSRP MATRIXNEWORLD Engineering Progress

Special Provisions- Licensed Site Remediation Professional Services 1. Licensed Site Remediation Professionals. In accordance with the Site Remediation Reform Act, NJSA 58:10C-1 et seq (“SRRA”) and Executive order #140, the performance of Services contained in this Agreement may require the engagement of a Licensed Site Remediation Professional (“LSRP”) registered with the State of New Jersey under NJSA 58:10C-1 et seq, and the regulations effective November 5, 2009 known as Administrative requirements for the Remediation of Contaminated Sites (“ARRCS”) as prepared by the New Jersey Department of Environmental Protection (“NJDEP”) thereunder (collectively, the “LSRP Program”). The client recognizes and agrees in consideration of this section to the following terms and conditions: 1.1 The laws and regulations relating to the LSRP Program imposes upon LSRPs certain professional obligations owed to the public including, in some instances, a duty to disclose the existence of certain environmental contaminants to the NJDEP and/or other regulatory agencies. If the LSRP’s obligations under the LSRP Program conflict in any way the terms and conditions of this Agreement or the wishes or intentions of the Client, the client acknowledges that the LSRP is bound by law to comply with the requirements of the LSRP Program. 1.2 The Client recognizes that the LSRP shall be immune from all civil liability resulting from any alleged and/or actual conflict between the Client’s interests and the investigatory, reporting and disclosure obligations under the LSRP Program. The Client also agrees to defend, indemnify and hold harmless Matrix New World Engineering, Inc. (Matrix) and its LSRP from and against any claims losses, damages, fines, or administrative, civil, or criminal penalties that arise as a direct or indirect result of the fulfillment of obligations to the LSRP program. 1.3 Client acknowledges and agrees to provide Matrix and its LSRP all relevant project information including but not limited to: (a) the date(s) and time(s), to the extent known, on which the Client obtained knowledge of any prior release(s); (b) details about the release(s) and Site-specific conditions; (c) any prior environmental site assessment reports, laboratory analytical reports, and/or other pertinent data, facility surveys, etc. known to the Client; and (d) prior measures taken to address the

(c) any prior environmental site assessment reports, laboratory analytical reports, and/or other pertinent data, facility surveys, etc. known to the Client; and (d) prior measures taken to address the release(s), all to ensure that professional services, rendered on the Client’s behalf by Matrix and its LSRP, to comply with the LSRP Program. 1.4 Under the LSRP Program, the LSRP is required to provide professional opinions at various stages if environmental assessment (remediation) permitting remedial action or closure activities. The LSRP shall be entitled to request the performance of such additional tests or other services as are necessary, in their professional judgment, to permit them to provide such opinions.

1.5 The Client shall permit Matrix and its LSRP to rely upon work product prepared by any prior environmental consultant in order to allow Matrix and its LSRP to meet their obligations under this Agreement and the LSRP Program. 1.6 As part of the LSRP Program, the NJDEP may audit with or without cause, work product developed under the LSRP Program, respectively. If the NJDEP conducts such an audit, the LSRP responses to such requests for information and additional services not included in the current Scope of Services and that Matrix New World shall be compensated therefore on substantially the same basis as it is compensated for Services provided under this Agreement.