348-24 RFP - MA 2025 NJDOT Responses.pdf

6.9. Project Suspension. Upon seven (7) days’ written notice to H2M, Client may suspend the Project for any reason. If the aggregate number of Project suspension days exceeds sixty (60) days, such will constitute cause for termination, 8.10. Termination. Either Party may terminate this Contract for cause if the other Party substantially fails to perform its obligations or otherwise breaches a material term of this Contract. Such termination will only be effective upon seven (7) days’ written notice and Opportunity to cure. This Contract may also be terminated by the Client without cause by providing HM thirty (30) days written notice. If this Contract is terminated H2M shall be entitled to invoice and to be paid for any Services performed prior to the termination. Notwithstanding any other provisions of the Contract, if H2M terminates this Contract for cause, in addition to any direct damages for breach of contract, it shall be entitled to recover from Client any expenses demonstrably attributable to termination 7. Definitions (additional definitions indicated by quotes in context). 7.1. “Client” means the person/entity for which H2M is Obliged to perform the Scope of Services set forth in the Contract (and/or for which H2M performs services described in 1.2. above). Client and H2M are each individually a “Party” and are collectively the “Parties” to the Contract. 7.2. “H2M” means the entity appropriately authorized to offer and render the services contained in the proposal and Contract. Specifically H2M \ Associates, Inc.; H2M Architects & Engineers, Inc.; or H2M Architects, Engineers, Land Surveying and Landscape Architecture, D.P.C. (d/b/a H2M architects + engineers), as appropriate. No proposal is intended as, and none should be interpreted to be, an offer to provide any services in any location where H2M is not authorized to Provide such services. 7.3, “Contract” means the written agreement by which H2M is obligated to perform services for the Client, and includes all components specified in the proposal or otherwise incorporated by written reference. 7.4, “Services” means those services H2M is required by the Contract to perform for the Client, as such are reflected in the agreed “Scope of Services” set forth in the proposal and any amendments thereto agreed by the Parties in writing. 7.5. “Project” means the Client's overall endeavor at the

s such are reflected in the agreed “Scope of Services” set forth in the proposal and any amendments thereto agreed by the Parties in writing. 7.5. “Project” means the Client's overall endeavor at the Site, of which H2M's Scope of Services is a component. 7.6. “Site” means the real Property to which the Project pertains, or where components of the Project are being built or disposed, 7.7. “Owner” means the owner(s) of the Site, whether or not such owner is also the Client. 7.8. “Contractor” means any person or entity (including the employees and subcontractors at every level thereof), other than H2M (including H2M's own employees and subconsultants), that provides materials and/or services for the Client telating to the Project or the Site. Any licensed professional or firm engaged by a Contractor, or by the Client directly (rather than as a subconsultant to H2M) is also a Contractor. 7.9. “Contractor Activity” means every activity performed by a Contractor that is in any way related to furthering the Project or otherwise performed on the Site, regardless of whether such activity is required by contract. Contractor Activity also includes a Contractor's failure to perform any activity required by law or contract. 8. General Terms 8.1. Headings. Paragraph numbering and headings are for navigational Purposes only and shall be given no weight in construing the terms and conditions of this Contract. 8.2. Integration. This Contract, the components of which are specified in the proposal, represents the entire and integrated agreement between Client and H2M. This Contract supersedes all prior representations, (Ver 210520) Negotiations, and agreements, written or otherwise. In the event of any conflict between other Contract terms and these T&C, these T&C shall govern, unless the conflicting term specifically states that it is superior in precedence to this these T&C, 8.3. Severability. If any term or condition in this Contract is found to be unenforceable, the enforceable remainder shall be valid and binding upon the Parties. No waiver of any term or condition shall be construed to be a waiver of any subsequent breach. 8.4. Amendment. Any modification or addition to this Contract shall not be enforceable unless agreed upon in writing. 8.5. Delegation. Any delegation of a Party's fight or obligation under this Contract shall be void unless made Pursuant

dition to this Contract shall not be enforceable unless agreed upon in writing. 8.5. Delegation. Any delegation of a Party's fight or obligation under this Contract shall be void unless made Pursuant to advance written consent from the other Party. 8.6. Force Majeure. Neither Party shall be responsible for damages or delay caused by extraordinary events that are beyond its reasonable control and due care (as nonexclusive examples, war, terrorism, and natural disasters). 8.7. Choice of Law. The Standard of Professional Care applicable to the Services shall be supplied by the law of the state in which the Site is located. The remainder of this Contract shall be governed by the laws of the State of New York when the Site is located in New York, or by the laws of the State of New Jersey for all other Projects. 8.8. Choice of Forum. The Parties agree that the courts of New York State shall have jurisdiction over the Parties and their disputes arising under or related to this Contract as it pertains to any Site in New York State, and consent to the jurisdiction of said courts, Any New York litigation arising under or related to this Contract shall be filed in a court located in Nassau County, New York, or any New York county in which H2M maintains a permanent office at the time such litigation is commenced. The Parties agree that the courts of New Jersey shall have jurisdiction over the Parties and their disputes arising under or related to this Contract as it pertains to any Site outside New York State, and Consent to the jurisdiction of said courts. Any non-New York litigation arising under or related to this Contract shall be filed in @ court located in Morris County, New Jersey, or any New Jersey county in which H2M maintains a permanent office at the time such litigation is commenced. 9. Construction-Related Terms 8.1. Construction and Site Safety. Client represents that itis the Owner of the Site, or has the Owner's permission to control the Site, Nothing in this Contract or otherwise shall be interpreted to give H2M responsibility for safety upon the Site, nor for any means, methods, techniques, Sequences, or procedures used, or failed to be used, in any Contractor Activity or other activity on the Project or Site (including, but not limited to shoring, bracing, scaffolding, Underpinning, excavating, temporary retaining, erecting, staging, etc.). H2M

Contractor Activity or other activity on the Project or Site (including, but not limited to shoring, bracing, scaffolding, Underpinning, excavating, temporary retaining, erecting, staging, etc.). H2M employees shall comply with Site safety programs, when applicable, 9.2. Contractor's Insurance. Client is responsible for determining and demanding Contractor insurance that sufficiently protects Client. Additionally, to protect H2M, the Client shall cause any Contractor to Procure, prior to commencing any Contractor Activity, at least the following insurance coverage, which must remain in force during all such activity and its associated guarantee: 9.2.1. Workers’ Compensation and Disability coverages with limits at least in the amount required by law. 9.2.2. Employers’ Liability Coverage with policy limits not less than one million dollars ($1,000,000) each accident, one million dollars ($1,000,000) each employee, and one million dollars ($1,000,000) policy limit. Page 3 of 4