188-25 Exhibit A_GPI_WO Agreement Contract.pdf

arged. Setting of property markers is not included in this proposal. This proposal does not include a subsurface utility investigation being performed by MFS. Services not explicitly described above are not included within the scope of this proposal. MFS staff will not enter upon adjacent private property with consent from the property owner. MFS assumes that all fieldwork will be performed during normal business hours Monday to Friday. If fieldwork is required during non-normal business hours, additional fees may be charged. Novae

Exhibit A Page 31 of 66 Proposal for Preliminary Engineering (P.E.) Professional Land Surveying Services 2 August 2024 NJDOT TAP 2023 - West Orange, Washington Street Corridor Improvement Project Phase 2 Located in the Township of West Orange, Essex County, New Jersey (MES Proposal No. NJ24060.001R1) Page 4 of 4 FEE SCHEDULE Please refer to the included summary of staffing. SCHEDULE Based on finalization of our agreement and any options which may be authorized, a schedule for completion of the project will be developed and presented for your approval. Very truly yours, MFS Consulting Engineers & Surveyor, DPC Scott Dey, CST Project Manager

Exhibit A Page 32 of 66 FEES AND CONDITIONS Effective 1 January 2024 REIMBURSABLE EXPENSES Type of Reimbursable Rate Type of Reimbursable Rate 18"x24" paper B&W/Color (each) $3.00/$7.00 Letter or Legal Size B&W/Color (each) $0.50/$L00 24"x36" paper B&W/Color (each) $5.00/$12.00 11x17" B&W/Color (each) $1.00/$3.00 30"x42" paper B&W/Color (each) $7.00/$17.00 Next Day delivery/courier service Cost + 10% 36"x48” paper B&W/Color (each) $10.00/$23.00 Hand Delivery Cost +10% 24°x36" vellum/mylar B&W (each) $35.00 Certified Postal Mail Cost + 10% 30x42” vellum/mylar B&W (each) $50.00 Mileage (per mile) IRS Standard? Car mileage is billed at the IRS standard mileage rate found at www.irs.gov PROFESSIONAL LIABILITY AND RELATED SERVICES A surcharge of 2% will be added to the invoice total to cover the cost of Professional Liability Insurance and related costs of insurance. IN HOUSE LABORATORY TESTS Laboratory testing will be billed at unit rates depending on the type of test. A schedule of unit prices for standard laboratory tests will be furnished upon request. Engineering soil and/or rock samples will be stored for 90 days without charge and will be discarded, or returned to the client, unless otherwise requested by the client. Sample storage past 90 days will be billed at $100.00 per box per month HEALTH AND SAFETY AND OTHER SPECIAL FIELD EQUIPMENT Special equipment such as nuclear densometers, seismographs, load test equipment, surveying equipment, disposable protective equipment, ‘ond respirator cartridges will be billed on a daily rate bosis, Organic vapor analyzers and similar safety and/or monitoring equipment will be billed on daily, weekly, or monthly rates. A rate schedule will be provided upon request. SUBCONTRACTED CHARGES All subcontracted work including laboratory analysis, borings, test pits, report reproduction, outside computer services, surveying, ete, will be billed ot cost plus a mark-up OTHER EXPENSES Expenses incurred for special supplies, plan reproduction, long distance communications, travel and subsistence, and other project related expenses will be billed as autlined above. TERMS OF PAYMENT Invoices are payable within 30 days of receipt. Service charge of 2.0% / mo. will be imposed on all bills not paid within 30 days. If o bill remains unpaid after 60 days, MFS shall be entitled to suspend and/or discontinue our services/work

eceipt. Service charge of 2.0% / mo. will be imposed on all bills not paid within 30 days. If o bill remains unpaid after 60 days, MFS shall be entitled to suspend and/or discontinue our services/work until payments are received to bring your account current, and MFS reserves the right to terminate this Agreement without notice for continued non-payment, See Terms ond Conditions, Paragraph 4, Invoicing, Service Charges. TERMS AND CONDITIONS 1. STANDARD OF CARE The services of MFS Consulting Engineers & Surveyor, DPC (MFS) under this Agreement, will be performed, prepared, and presented, subject to causes outside of MFS's control, in a manner consistent with professional skill and core ordinarily exercised by other engineering and surveying professionals performing similar services under similar circumstances in the jurisdiction where these services are rendered at the time the services are being performed, including in its efforts to comply with applicable codes, regulations, lows, rules, ordinances, and such other requirements in effect as of the date of execution of this Agreement. The Client agrees that no other representation, expressed or implied, and no warranty or guarantee is provided by MFS or is presumed given by MFS under this Agreement or in any report, opinion, or any other document prepared by MFS. 2. RIGHT OF ENTRY The Client will provide for right of entry in order for MFS to perform its services, While MFS will take all reasonable precautions to minimize or avoid any damage to the property, including to subterranean structures or utilities, it is understood by the Client that in the normal course of performance some damage may occur, the correction of which is not MFS's responsibility as part of this Agreement 3. EXISTING CONDITIONS The Client recognizes that, unless it authorizes and expends additional sums of money and/or destroys otherwise adequate or serviceable portions of the structure, actual conditions may vary from those encountered at the locations where borings, surveys, observations or explorations are made by MFS and that the interpretation, assumptions, and recommendations of MFS are based solely on the information Initials: Date:

Exhibit A Page 33 of 66 available to it. Therefore, the Client agrees, to the fullest extent permitted by law, to hold harmless and release MFS from and against all damages, liabilities, or costs, including reasonable attorneys’ fees and defense costs, arising out of or in any way connected with the Client's decision not to expend additional sums to further investigate existing conditions on this project, excepting only those damages, liabilities, or costs attributable to the sole negligence and/or willful misconduct of MFS. Further, MFS shall have the right to rely on the cecuracy ond completeness of all information furnished to it by the Client. MFS shall not be responsible for interpretations by others of the information it develops or provides to the Client. 4, INVOICING, SERVICE CHARGES Invoices are payable within 30 days of receipt. A service charge of 2% per month will be imposed on all bills not paid within 30 doys. The Client shall have no right of setoff against the amounts due to MFS and no deductions shall be made from MFS's compensation on account of any actus! or alleged claim, action, breach, error, omission, tort, fault, wrong, liability, penalty, or damage actually or allegedly coused by, arising from, or relating to MFS, MFS's services on the Project, or this Agreement. In the event of a suspension of services or termination of the Agreement by MFS either due to non-payment of invoices, and/or in accordance with Paragraph 5, Termination, of these Terms and Conditions, MFS shall have no liability for ny delay or damage of any kind actually or allegedly caused by such suspension of services or termination. Before resuming services, MFS shall be paid all sums due prior to suspension ond any expenses incurred in the interruption and resumption of MFS's services. MFS's fees for the remaining services and the time schedules shall be equitably adjusted. In the event the Client fails to pay MFS on account of services rendered as set forth on an MFS invoice, the Client agrees that it is responsible for all reasoncble costs of collection, including attorneys’ fee and staff time spent on depositions and court appearances, incurred by MFS in connection with its collection efforts against the Client. 5. TERMINATION Except as otherwise provided in this Agreement, this Agreement moy be terminated by either party upon not less than seven (7)

onnection with its collection efforts against the Client. 5. TERMINATION Except as otherwise provided in this Agreement, this Agreement moy be terminated by either party upon not less than seven (7) calendar days’ written notice, should the other party fail substantially to perform in accordance with the terms and conditions of this Agreement through no fault of the party initiating the termination. If the defaulting porty fails to cure its default within the seven (7) calendar day notice period or fails to commence action to cure its default if the cure cannot reasonably be completed within the seven (7) days, the non-defaulting party may terminate the Agreement. Failure of the Client to make payments to MFS in accordance with this Agreement shall be considered substantial non-performance and grounds for termination or suspension of services at MFS's option, regardless of any alleged fault attributable to MFS, and no seven (7) dey notice period is required. In the event of termination, MFS shall be compensated for all services performed and reimbursable expenses incurred prior to such termination, all termination expenses, and anticipated profit in connection with project under this Agreement. 6. DISPOSAL OF SAMPLES All samples, contaminated or otherwise (‘Samples’), collected by MFS while performing services under this Agreement are the property and responsibility of the Client. Upon written notice, MFS may dispose of Samples in its possession after ninety (90) colendar days unless otherwise required by law or other arrangements are mutually agreed to in writing by the parties. The Client shall be responsible for all costs incurred in connection with the disposal of Samples. At all times, any and all rights, title, and responsibility for Somples shall remain with the Client and under no circumstances shall these rights, title, and responsibility be transferred to MFS. 7. JOBSITE SAFETY AND CONTROL OF WORK MES shall take reasonable precautions to safeguard its own employees. Except as otherwise expressly agreed to in writing by MFS, MFS shall have no responsibility for the safety program at the Project nor the safety of any contractor or subcontractor or construction manager of the Client or other person. Neither the professional activities of MFS nor the presence of MFS's employees and subcontractors at the Project site shall be construed to confer

r construction manager of the Client or other person. Neither the professional activities of MFS nor the presence of MFS's employees and subcontractors at the Project site shall be construed to confer upon MFS any responsibility for any activities on site performed by personnel other than MFS's employees The Client agrees thot MFS shall have no power, authority, right, or obligation to supervise, direct, stop the work of, or control the activities of any contractors or subcontractors or construction manager of the Client, their agents, servants, or employees, 8. INDEMNIFICATION Subject to the provisions of Paragraph 9, Limitation of Liobility, of this Agreement, MFS agrees to indemnify and hold the Client and the Client's parents, subsidiaries, affiliates, partners, officers, directors, shareholders, employees, and agents harmless for any and all claims, domoge obligations, liabilities, suits, demands, and losses for personal injury and/or property damage, including reasonable attorney's fees and other expenses where recoverable by law, asserted by any third parties, but only to the extent of MFS's negligence in the performance of its services under this Agreement. In no event shall MFS be responsible for ony loss, damage, or liability arising from or caused by any acts of the Client or third party or any of their agents, employees, staff, or other consultants, subconsultants, contractors, or subcontractors. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by an applicable statute of repose or statute of limitations 9. LIMITATION OF LIABILITY The Client agrees to limit MFS's liability to the Client and to any and all of the Client's parents, subsidiaries, offilictes, partners, officers, directors, shareholders, employees, agents, construction managers, contractors, subcontractors, consultants, subconsultants, and insurers for ‘any and all damages arising out of or relating to the performance of MFS's services under this Agreement, such that MFS 's aggregate liability to all those named will not exceed the lesser of (i) five times MFS's fee for its services on the Project or (ii) MFS's available professional liability insurance coverage at the time of any settlement or judgment. In the event that any portion of this limitation of

S's fee for its services on the Project or (ii) MFS's available professional liability insurance coverage at the time of any settlement or judgment. In the event that any portion of this limitation of liability provision is deemed unenforceable or void as a matter of law, then MFS's liability pursuant to this Paragraph 9, Limitation of Liability, shall be limited to the lowest omount allowable as a matter of law. The Client agrees to notify any of its construction managers, contractors, subcontractors, consultants, subconsultants, and insurers who may perform work on behalf of the Client in connection with this Agreement of such limitation of professional liability for defects, errors, omissions, or negligence and to require as a condition precedent to their performing their work a like indemnity and limitation of liability on their part in favor of MFS. To the fullest extent permitted by law, the Client further agrees that no shareholder, officer, director, partner, principal, or employee of MFS shall have personal liability for any act, omission, breach, tort, fault, or wrong arising from or relating to MFS's services on the Project or under this Agreement. The Client waives consequential damages, including, but not limited to, loss of use or loss of profits fer claims, disputes, or other matters in Initials: Date: Page 2 of

Exhibit A page 34 of 66 question arising out of or relating to the services provided by MFS regardless of whether such claim or dispute is based upon on alleged breach of contract, willful misconduct or negligent act or omission of MFS or its employees, agents, subconsultants, or other legal theory. This waiver is applicable without limitation to either party's termination of this Agreement pursuant to the terms set forth herein. To the extent damages are covered by property insurance during and after construction, the Client waives all rights against MFS and against the contractors, consultants, agents, and employees of MFS for damages, except such rights as Client may have to the proceeds of such insurance, The Client, as appropriate, shall require its contractors, subcontractors, consultants, subconsultants, agents, and employees of any of the foregoing third porties to execute similar waivers. 10. INSURANCE MEFS maintains workers’ compensation, general liability, property, automobile, and professional liability insurance. Certificates of insurance will be issued to the Client upon a written request from the Client. The Client agrees that it will require the construction manager, general contractor, or, if the Client has not retained a construction manager or general contractor, the contractor(s) responsible for performing the work reflected by or relating to MFS's services on the Project, to name MFS as an additional insured on their insurance coverage applicable to the Project. 11. CLIENT REQUIRED TO SERVE A NOTICE OF CLAIM Notwithstanding any state's legal requirements, the Client shall make no claim (directly or in the form of @ third-party claim) against MFS, unless the Client has first provided MFS with a written certification, executed by an independent professional, credentioled the same as the MFS personnel performing the alleged negligent services (e.g. engineer for an engineer, surveyor for a surveyor, etc) and in the state in which the Project is located, specifying and certifying each and every act or omission that the Client contends constitutes a violation of the standard of care under this Agreement. Such certification shall be provided to MFS thirty (30) calendar days prior to the institution of any legal proceeding by the Client and failure to do so shall result in a dismissal of the legal proceeding ct the Client's expense. 12,

d to MFS thirty (30) calendar days prior to the institution of any legal proceeding by the Client and failure to do so shall result in a dismissal of the legal proceeding ct the Client's expense. 12, FORCE MAJEURE MFS shall not be responsible or liable for any delays in performance or failure of performance in the event of fire, flood, explosion, the elements, or other catastrophe, Acts of God, war, riot, civil disturbances, terrorist act, strike, lock-out, refusal of employees to work, labor disputes, inability to obtain materials or services, delays caused by the Client, its agents, contractors, subcontractors, consultants, subconsultants, or employee, or any governmental regulation or agency, or for any other reason beyond the control of MFS. 13. RIGHT TO REFERENCE PROJECT The Client grants MFS a royalty free perpetual license to use the Client's name along with c general description and/or pictures of the Project in MFS promotional materials. 14, DOCUMENT OWNERSHIP All reports, notes, drawings, specifications, dato, calculations, and other documents prepared by MFS ("Documents") are instruments of MFS's services that shall remain MFS's property. The Client agrees not to use the Documents for future additions or alterations to this Project or for other projects without MFS's express written consent. Any unauthorized use of the Documents will be at the Client's sole risk and without liability to MFS or its subconsultants. Accordingly, Client shall defend, indemnify, and hold harmless MFS from and against any and all losses, claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting from such unauthorized use. MFS shall have the right to select its own counsel ta represent it in connection with this Paragraph 14, Document Ownership, and Paragraph 8, Indemnification, above 15, SUCCESSORS AND ASSIGNS This Agreement shall be binding upon the parties hereto ond their respective legal representative successors and assigns 16. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the state in which the office of MFS that issued the Proposal is located 17. DISPUTE RESOLUTION MFS ond the Client agree that any claim against MFS arising under this Agreement and the performance thereof shall be subject to non- binding mediation as a prerequisite to further legal proceedings. if