97-25 Exhibit A.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 (jabbott@westorange.org & zcarballo@westorange.org ) March 3, 2025 Township of West Orange 66 Main Street West Orange, New Jersey 07052 Attn: James Abbott & Zayibeth Carballo 97-25 Exhibit "A" PROFESSIONAL ENVIRONMENTAL SERVICES – EPA OVERSIGHT NJDEP SITE REMEDIATION SITES SELECTO FLASH 18 CENTRAL AVENUE BIDDELMAN, INC. 10 CENTRAL AVENUE BARTON PRESS 55 LAKESIDE AVENUE WEST ORANGE, NEW JERSEY MATRIX NO. 23-1405 RE: Dear Ms. Carballo and Mr. Abbott: Matrix New World Engineering, Land Surveying and Landscape Architecture, P.C. (Matrix) is pleased to submit this proposal for professional environmental services. This proposal includes costs for Matrix to provide oversight of groundwater sampling activities being performed by the United States Environmental Protection Agency (EPA) at several Township properties, including; 18 Central Avenue (Former Selecto Flash)(Block 9; Lot 36), 4-10 Central Avenue (Former Biddelman)(Block 9, Lot 32), and 55 Lakeside Avenue (Former Barton Press)(Block 155, Lots 15 and 17). The groundwater sampling activities are associated with on-going investigations related to the Orange Valley Regional Groundwater Contamination Superfund Site and will be conducted by HDR, Inc. on behalf of the United States EPA. SCOPE OF SERVICES The scope of services and associated fee is summarized in detail below: Task 1: Oversight Groundwater Sampling Event Completed by EPA Matrix will complete third party oversight of HDR, Inc. on behalf of the EPA conducting groundwater sampling at the above referenced properties. The scope of work includes the collection of groundwater samples from select monitoring wells throughout the Township of West Orange and the City of Orange to monitor the impacted groundwater plume associated with the Orange Valley Regional Groundwater Contamination Superfund Site. The monitoring wells located at each of the above referenced Township properties that are included in the proposed sampling schedule are identified below: - Barton Press Site: Monitoring wells MW-2D, MW-3D, MW-4D, and MW-6D Selecto Flash Site: Monitoring wells MW-1DS, MW-4D, and MW-5D Biddelman Site: Monitoring wells MW-1D, MW-2D, and MW-12D Each of the above referenced monitoring

ng wells MW-2D, MW-3D, MW-4D, and MW-6D Selecto Flash Site: Monitoring wells MW-1DS, MW-4D, and MW-5D Biddelman Site: Monitoring wells MW-1D, MW-2D, and MW-12D Each of the above referenced monitoring wells will be sampled for chlorinated volatile organic compounds (CVOCs), metals, and per- and polyfluoroalkyl substances (PFAS). Please note that the NJDEP requires all EPA Superfund Sites to be sampled for PFAS. Matrix has budgeted three (3) days of oversight for each sampling event for the above scope of work and will only invoice actual time spent. No sampling will be completed by Matrix. Based on the executed access agreements between the EPA and the Township, potentially two (2) additional rounds of groundwater sampling were required at the above referenced properties. The first event was completed in August 2024 with Matrix oversight. F:\2023\23-1405 West Orange BDA Committee Meeting and General LSRP Services\Proposal\Oversight EPA Sampling\2025 EPA Oversight\Twp of West Orange_EPA Oversight_Final.doc 1

Based on an EPA email on February 27, 2025, the second sampling event will be completed during the week of March 10, 2025. Please note that this scope of work and costs includes oversight of up to two (2) sampling events. This task will also include the review and tabulation of groundwater analytical results which will be provided by the EPA to Matrix and the Township. This task includes project management, NJDEP and EPA correspondence and coordination, and time for conference calls and/or meetings with the project team. COSTS The following are our fixed fee costs for the tasks described herein. All work will be conducted in accordance with the attached standard terms and conditions and LSRP Special Provisions. Task 1 – Oversight Groundwater Sampling Event Completed by EPA Labor ................................................................................................................................................................. $9,100 Expenses (Travel) ................................................................................................................................................. $200 Cost for Scope of Work .................................................................. $9,300 CLOSING Any item listed above which is not ordered will not be billed. Separate authorization from the client will be requested prior to commencing services outside the scope of this proposal. 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. The terms and conditions of this proposal are subject to the attached Matrix Terms and Conditions for Professional Services. This proposal is submitted solely and exclusively for the use of the 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. This proposal does not include any 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

lined 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 signing in the space provided below and returning one copy to this office. Acceptance of this proposal signifies the clients’ understanding that Matrix will not be retained or asked to perform any services unless funding is secured and is available to pay all invoices within 30 days. Receipt of the signed proposal shall be considered authorization to proceed with all items described within this agreement. Any items not intended to be authorized shall be clearly and specifically noted as such within the client's signed and returned proposal. 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) 240-1800. Sincerely, Allison Molnar Project Manager Mark Sprengel, LSRP Project Manager Authorization to Proceed: Date: Name/Title F:\2023\23-1405 West Orange BDA Committee Meeting and General LSRP Services\Proposal\Oversight EPA Sampling\2025 EPA Oversight\Twp of West Orange_EPA Oversight_Final.doc 2

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 HIDDEN 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

S 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 unanticipated hazardous materials constitutes a changed condition mandating a renegotiation of the scope of Services and compensation for the Services or termination of the Agreement. Matrix agrees to notify the CLIENT as soon as practically possible should unanticipated hazardous materials or suspected hazardous materials be encountered. The CLIENT authorizes Matrix to take measures that in Matrix's professional opinion are justified or legally required to preserve and protect the health and safety of Matrix's personnel and the public, and/or the environment, and the CLIENT agrees to compensate Matrix for the additional cost of such measures. In addition, the CLIENT waives any claim against Matrix, and agrees to indemnify, defend and hold Matrix harmless from any claim or liability for injury or loss arising from Matrix's encountering, reporting or responding to unanticipated hazardous materials or suspected hazardous materials. The CLIENT also agrees to compensate Matrix for time spent and expenses incurred by Matrix in defense of any such claim, with such compensation to be based upon Matrix's prevailing fee schedule and expense reimbursement policy. Section 9: STANDARD OF CARE The Services provided by Matrix under the Agreement will be conducted in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee, in fact or by law, whether of merchantability or fitness for a particular purpose or otherwise, is included or intended in the Agreement, or in any report, opinion, document or otherwise. Matrix shall not have control over or charge of and shall not be responsible for the acts or omissions of CLIENT and/or Builder/Contractor, subcontractors, consultants or their agents or employees, or of any other persons or entities performing portions of the Work. Matrix shall not supervise, direct or have control over the contractor(s) work, nor shall Matrix have any authority over, or responsibility for, the means, methods, techniques, sequences or procedures of construction