91-25 Exhibit A - Soil Pile Proposal-Litigation.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.mnwe.com Via Email August 7, 2024 91-25 Ms. Zayibeth Carballo Township of West Orange 66 Main Street West Orange, NJ 07052 Re: PROPOSAL FOR ENVIRONMENTAL SERVICES – SAMPLING OF SOIL PILE AND LITIGATION 55 LAKESIDE AVENUE BLOCK 115, LOTS 15 & 17 WEST ORANGE, NEW JERSEY MATRIX NO. 21-1041 Dear Ms. Carballo: As requested, Matrix New World Engineering, Land Surveying, and Landscape Architecture, P.C. (Matrix) is pleased to provide this proposal to reflect cost incurred by Matrix for the Barton Press property. Barton Press This proposal reflects the cost incurred by Matrix for sampling activities previously completed on the existing stockpiled soils on 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. The activities summarized below were a result of on-going litigation between the Township of West Orange and Prism, was time sensitive, and was approved by the Township for Matrix to complete prior to sale of the property/closing date of February 29, 2022. SCOPE OF WORK This scope of work was completed in compliance with the New Jersey Department of Environmental Protection (NJDEP) Technical Requirements for Site Remediation (TRSR), the Site Remediation Reform Act (SRRA), the Administrative Requirements for the Remediation of Contaminated Sites (ARRCS), and the NJDEP’s applicable guidance documents. Barton Press The scope of services and associated fees described below were completed on an emergent timeline due to the litigation between the Township and Prism and the need to have the analytical data available for the court conferences in February 2022. In addition, this work had to be completed prior to the sale of the property/closing date of February 29, 2022. Matrix provided the original proposal for the completion of the soil sampling of stockpile soils on December 29, 2021. Task 1: Soil Sampling of Stockpile Soils Based on aerial measurements, approximately 15,000-tons of material is associated with the soil piles on the Site. Based on the February 2022 soil pile investigation conducted by Matrix, four distinct soil piles were identified on the Site and measurements were collected to determine

th the soil piles on the Site. Based on the February 2022 soil pile investigation conducted by Matrix, four distinct soil piles were identified on the Site and measurements were collected to determine an approximate volume. Based on the field measurements, the volume of material existing in the four F:\2021\21-1041 - Township of West Orange Phase I ESAs Downtown Corridor\Proposal\Phase II\Phase II ESA_55 Lakeside\Soil Pile Sampling\Revisions_7.30.2024\Soil Pile Proposal_Litigation_55 Lakeside Avenue_ REV.docx 1

soil piles totaled approximately 12,400 tons. The work was completed in two working days. During the February 2022 soil pile investigation, 30 discrete soil samples were collected in a grid pattern throughout the soil piles in accordance with the NJDEP Fill Material Guidance for SRP Sites (Version 4.0, dated October 2021). Soil samples were collected via an excavator in order to achieve representative soil samples throughout the soil pile. Soil samples were submitted to a New Jersey certified laboratory and analyzed for Extractable Petroleum Hydrocarbons Category 2 (EPH Cat 2) and target compound list/target analyte list plus a forward library search (TCL/TAL+30) and hexavalent chromium with contingent full toxicity characteristic leaching procedure (TCLP) and contingent synthetic precipitation leaching procedure (SPLP) TCL/TAL+30. The soil samples were analyzed on a standard turnaround time of seven days. Task 2: Letter Report and Project Management/Litigation Following receipt and evaluation of the soil analytical data, a letter report was prepared and provided to the Township which summarized the results of the activities described above. The letter report consisted of figures, tables, conclusions and recommendations, and projected costs to dispose of the stockpiled soils. As required by the Township, Matrix also prepared for and provided in-person environmental support for the February 24, 2022 court conference between the Township and Prism. This task included conference preparation including phone calls between the Township attorney’s and Matrix prior to the scheduled court conference. In addition, this task included project management and overview of the environmental sections of the Purchase Sells Agreement (PSA). COSTS The following are costs for the tasks described herein to complete the soil sampling activities for the soil piles and litigation on the former Barton Press Site. All work was conducted in accordance with the attached standard terms and conditions and LSRP Special Provisions. BARTON PRESS Task 1: Soil Sampling of Stockpiled Soils Labor .....................................................................................................................$ Direct Expenses (excavator, analytical) .................................................................$ Total for Task 1 …

.........................................................................$ Direct Expenses (excavator, analytical) .................................................................$ Total for Task 1 … ................................................................................................$ 12,815.00 35,500.00 48,315.00 Task 2: Letter Report and Project Management/Litigation Labor .....................................................................................................................$ Direct Expenses .....................................................................................................$ Total for Task 2 ....................................................................................................$ 8,990.00 100.00 9,090.00 Total Costs ...........................................................................................................$ 57,405.00 ASSUMPTIONS AND EXCLUSIONS This proposal is based on the following assumptions: ▪ No additional assessment, investigation or remediation activities are included; ▪ Costs do not include future investigations or remediation; ▪ Costs do not include any additional NJDEP notification or reporting fees, if applicable; and ▪ 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. F:\2021\21-1041 - Township of West Orange Phase I ESAs Downtown Corridor\Proposal\Phase II\Phase II ESA_55 Lakeside\Soil Pile Sampling\Revisions_7.30.2024\Soil Pile Proposal_Litigation_55 Lakeside Avenue_ REV.docx 2

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 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. 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) 2401800. 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\Phase II\Phase II ESA_55 Lakeside\Soil Pile Sampling\Revisions_7.30.2024\Soil Pile Proposal_Litigation_55 Lakeside Avenue_ REV.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-ofpocket 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 adjusted as needed to complete the work without injury or

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 and damages arising from such unauthorized use. The terms of this Section shall

bility 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. 1

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 to be considered confidential and proprietary, and shall not be released or otherwise made available to any third party without express written consent of Matrix. Section 7: BURIED UTILITIES AND HDDEN CONDITIONS Matrix will conduct the research that in our exclusive professional opinion is a reasonable precaution to locate utility lines and other man-made objects that may exist beneath the project site surface. The CLIENT recognizes that Matrix's research may not identify all subsurface utilities or other subsurface objects, and therefore the CLIENT agrees to release, hold Matrix harmless and indemnify and pay for damages to underground utilities/structures and/or other damages related to construction activities, worker health/safety, schedule delays, etc. Which may be attributable to underground objects which are not identified by the CLIENT or third parties or correctly shown on plans furnished by the CLIENT or third parties. In the event that the services provided by Matrix are for renovations and/or addition to an existing structure, there may exist existing conditions which cannot be identified or verified without expending great sums of money and/or destroying portions of the building. CLIENT agrees that Matrix shall not be responsible for damages or additional costs which arise out of hidden conditions not identified and/or located by Matrix. In the event that the services provided by Matrix involve the investigation of, or assumptions about, subsurface conditions of any kind, the CLIENT recognizes that subsurface conditions may vary from those encountered at the location where, and at the time when, borings, sampling, or testing is performed by Matrix and that the data provided by Matrix are based solely on the information available to Matrix. The CLIENT agrees to release, defend indemnify and hold Matrix harmless from and against all claims, damages, losses and expenses arising from the interpretation by others of data provided by Matrix. Section 8: DISCOVERY OF UNANTICIPATED HAZARDOUS MATERIALS Hazardous materials or certain types of hazardous materials may exist at a site where there is no reason to believe they could or should be present. Matrix and the CLIENT agree that the discovery of