351-24 Proposal.pdf

Request for Proposals: Gregory Avenue Evaluation West Orange Township, Essex County, New Jersey 240344 December 2, 2024 Page 8 of 10 70 South Orange Avenue, Suite 109 P.O. Box 99 Livingston, New Jersey 07039 Roseland, NJ 07068 C: (732) 236-7557 T: (973) 228-0999 F: (201) 753-3904 BrightViewEngineering.com unless it is proven in a court of competent jurisdiction that Bright View Engineering LLC is guilty of negligence, gross negligence, or willful misconduct in connection with the services and such negligence, gross negligence, or willful misconduct was the sole cause of the damages, claims, and liabilities. Client agrees to defend, indemnify and hold harmless Bright View Engineering LLC from and against all claims, damages, losses and expenses, direct or indirect, and consequential damages, including but not limited to fees and charges of attorneys and court, and arbitration costs, brought by any person or entity, or claims against Bright View Engineering LLC which arise out of, are related to, or are based upon, the actual or threatened dispersal, discharge, escape, release, or saturation of smoke, vapors, soot, fumes, acids, alkalis, toxic chemical, radioactive materials, liquids, gases, or any other material, upon it or into the surface or subsurface soil, water or watercourse, objects, or any tangible or intangible matter. To the fullest extent permitted by law, such indemnification shall apply regardless of the fault, negligence breach of warranty or contract, or strict liability of Bright View Engineering LLC This indemnification shall not apply to claims, damages, losses, or expenses which are determined by a court of competent jurisdiction to be the sole result of negligence or willful misconduct by Bright View Engineering LLC of obligations under this Agreement. 13.0 ASSIGNS: The Client may not delegate, assign, sublet, or transfer his duties or interest in the Agreement without written consent of Bright View Engineering LLC Bright View Engineering LLC shall not, in connection with any such assignment by the Client, be required to execute any documents that in any way might, in the sole judgment of Bright View Engineering LLC, increase Bright View Engineering LLC ’s contractual or legal obligations or risks, or the availability or costs of its professional or general liability insurance. The Agreement shall not create any rights or benefits to

Engineering LLC ’s contractual or legal obligations or risks, or the availability or costs of its professional or general liability insurance. The Agreement shall not create any rights or benefits to parties other than the Client and Bright View Engineering LLC , and nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Client or Bright View Engineering LLC Bright View Engineering LLC ’s services hereunder are being performed solely for the benefit of the Client, and no other entity shall have any claim against Bright View Engineering LLC because of this Agreement of Bright View Engineering LLC ’s performance or nonperformance of services hereunder. 14.0 OWNERSHIP AND RESTRICTION ON REUSE OF DOCUMENTS: All drawings, calculations, reports, plans, specifications, computer files, field data, notes, and other documents and instruments (“Documents”) prepared by Bright View Engineering LLC are and remain the property of Bright View Engineering LLC as instruments of service. The Documents may not be copied by the Client or others on extensions of this project or on any other project. The Client agrees not to use Bright View Engineering LLC ’s Documents for marketing purposes, for projects other than the project for which the Documents were prepared by Bright View Engineering LLC, or for future modifications to this project, without Bright View Engineering LLC ’s express written permission. Any reuse or distribution to third parties without such express written permission or project-specific adaptation by Bright View Engineering LLC will be at the Client’s sole risk and without liability to Bright View Engineering LLC or its employees, subsidiaries, independent professional associates, sub consultants, and subcontractors. The Client shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless Bright View Engineering LLC from and against any and all expenses, fees, demands, liabilities, suits, actions, claims, damages, or losses including attorneys’ fees and costs, arising out of, or resulting from such unauthorized distribution or reuse of Documents. Computer files are not considered part of deliverables unless specifically requested or required by the signed contract. If computer files are required, Bright View Engineering LLC shall provide Client

omputer files are not considered part of deliverables unless specifically requested or required by the signed contract. If computer files are required, Bright View Engineering LLC shall provide Client files subject to the following conditions: The Client must execute our standard Electronic Media Release form prior to any distribution of files. The Client recognizes that data, plans, specifications, reports, documents, or other information recorded on or transmitted as electronic media are subject to undetectable alteration, either intentional or unintentional due to, among other causes, transmission, conversion, media degradation, software error, or human alteration. Accordingly, it is understood that electronic files provided to the Client are for informational purposes only and are not intended as an end-product. Bright View Engineering LLC makes no representation of any warranties, either expressed or implied, regarding the fitness or suitability of the electronic documents. Accordingly, the Client agrees to waive any and all claims against Bright View Engineering LLC and Bright View Engineering LLC ’s consultants relating in any way to the unauthorized use, reuse or alteration of the electronic documents. Any unlicensed use or reuse of the documents without our written consent will constitute a violation of our copyright. Only original plans and reports of the most recent date bearing the signature and the embossed seal of the professional will be considered documents of record. Bright View Engineering LLC shall maintain in its storage facility, samples collected as part of their services provided for a period of three (3) months after issuance of final reports. After the three (3) month time limit, all samples will be disposed of in accordance with appropriate regulations at the time. Extended storage of samples can be arranged at an additional cost to be established on a project-by-project basis. 15.0 GENERAL CONDITIONS: Bright View Engineering LLC shall not be responsible for the delays caused by factors beyond its reasonable control, including but not limited to delay due to accidents, an act of God, fire, hurricane, flood, explosions, strike, boycott or other labor dispute, failure of the Client to furnish timely information or approve or disapprove of Bright View Engineering LLC ’s services or work product, delays caused by faulty performance by

or other labor dispute, failure of the Client to furnish timely information or approve or disapprove of Bright View Engineering LLC ’s services or work product, delays caused by faulty performance by the Client or contractors of any level, or by acts of Government, which, in the opinion of Bright View Engineering LLC , could not have been reasonably foreseen and provided for, such delay will entitle Bright View Engineering LLC to an extension of time in performing its Services. If there is any increase in the total cost of providing Services by reason of any such delay, Bright View Engineering LLC will notify Client of particulars, and Client will pay for such increase. When such delays beyond Bright View Engineering LLC ’s reasonable control occur, the Client agrees that Bright View Engineering LLC shall not be responsible for damages, nor shall Bright View Engineering LLC be deemed in default of this Agreement. The fees quoted in this proposal assume that upon authorization, this project will commence through to completion without a stop work order from the Client. Should a stop work order be received from the Client before completion of the project or any task, additional fees may be required to restart the project. 16.0 ENTIRE AGREEMENT: This Agreement comprises the final and complete Agreement between the Client and Bright View Engineering LLC It supersedes all prior or contemporaneous communications, representations, or Agreements, whether oral or written, relating to the subject matter of this Agreement. Execution of this Agreement signifies that each party has read the document thoroughly, has had the opportunity to have questions explained by independent counsel and is satisfied with the terms and conditions contained herein. Amendments to this Agreement shall not be binding unless made in writing and signed by both the Client and Bright View Engineering LLC To the extent Client provides its own Agreement and that Agreement conflicts with or is silent with respect to any term or condition expressed herein, these conditions shall prevail and shall be binding upon the parties.