188-25 Exhibit A_GPI_WO Agreement Contract.pdf

Exhibit B Page 51 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 accuracy and 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 days. 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 actual or alleged claim, action, breach, error, omission, tort, fault, wrong, liability, penalty, or damage actually or allegedly caused 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 any 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 and any expenses incurred in the interruption and resumption of MFS's services. MFS's fees for the remaining services ond 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 reasonable 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 may 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 may 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 party 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) day 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 ond responsibility of the Client. Upon written notice, MFS may dispose of Samples in its possession after ninety (90) calendar 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 Samples shall remain with the Client ond 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 os otherwise expressly agreed to in writing by MFS, MFS shall hove no responsibility for the safety program at the Project nor the scfety 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 that 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 Liability, of this Agreement, MFS agrees to indemnify and hold the Client and the Client's porents, subsidiaries, affiliates, partners, officers, directors, shareholders, employees, and agents harmless for any and all claims, damage 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 any loss, damage, or liability arising from or caused by any acts of the Client or third party or ony of their agents, employees, staff, or other consultants, subconsultents, 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 stotute 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 aut of or relating to the performance of MFS's services under this Agreement, such that MFS's aggregate liability to all those named will nct 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 ony 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 ony 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 ‘amount allowable as a matter of law. The Client agrees to notify any of its construction managers, contractors, subcontractors, consultants, subconsultants, ond 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 fovor of MFS To the fullest extent permitted by low, the Client further agrees that no shareholder, officer, director, partner, principal, or employee of MES 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 for claims, disputes, or other matters in Initials’ Date Page 2 of 4

Exhibit B Page 52 of 66 question arising out of or relating to the services provided by MFS regardless of whether such claim or dispute is based upon an alleged breach of contract, wiliful 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 ore 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, os appropricte, shall require its contractors, subcontractors, consultants, subconsultants, agents, and employees of any of the foregoing third parties to execute similar waivers. 10. INSURANCE MES maintains workers’ compensation, general liability, property, automobile, ond 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 cpplicable 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 a third-party claim) against MFS, unless the Client has first provided MFS with o written certification, executed by an independent professional, credentialed 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) calender days prior to the institution of ony legal proceeding by the Client and failure to do so sholl result in a dismissal of the legcl proceeding at the Client's expense. 12.

d to MFS thirty (30) calender days prior to the institution of ony legal proceeding by the Client and failure to do so sholl result in a dismissal of the legcl proceeding at the Client's expense. 12. FORCE MAJEURE MES 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 MES. 13, RIGHT TO REFERENCE PROJECT ‘The Client grants MFS a royalty free perpetual license to use the Client's name along with a general description and/or pictures of the Project in MFS promotional materials. 14, DOCUMENT OWNERSHIP All reports, notes, drawings, specifications, deta, 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 hormless 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 to 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 and 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 MES and 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.

MES and 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 the parties do not agree otherwise, then mediation shall proceed pursuant to AAA's procedures, but in no case shall MFS's ability to pursue outstanding invoices be subject to this mediation pre-condition 18. RELIANCE BY OTHERS Nothing contained in this Agreement shall create a contractual relationship with or o cause of action in favor of a third-party against either the Client or MFS. Further, MFS and its consultants shall be entitled to use or rely upon design elements and information ordinarily or customarily furnished by the Olient ond others including but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards and therefore, to the fullest extent permitted by law, the Client agrees to defend, indemnity, and hold harmless MFS and MFS's consultants, porents, subsidiaries, affiliates, partners, officers, directors, shareholders, employees, and agents for any and all claims, damage obligations, liabilities, suits, demands, and loss, including attorneys’ fees and all other costs, expenses, and disbursements, to which MFS may be subject, actually or allegedly arising from or relating to (i) ony unknown site condition or subterranean structures of which MFS does not have actual knowledge; (ii) any errors, omissions, or inconsistencies in any data documents, records, or information provided ta MFS by the Client or third parties; or (iii) the Client's unauthorized use or copyright violation of plans, reports, documents, and related materials prepared by MFS. In the event any part of this indemnification is void as a matter of law, then only that portion that is deemed void as a matter of law shall be stricken and the balance of this indemnification shall remain in full force ond effect. 19. THIRD-PARTY CERTIFICATES MFS shall not be required to sign any document no metter by whom requested that would result in MFS having to certify, guarantee, or warrant anything or offer ony professional opinion or stotement that MFS in its sole discretion finds unreasonable. Owner agrees not to make resolution of any dispute with MFS or payment of any amount due MFS in any way contingent upon MFS signing any such

otement that MFS in its sole discretion finds unreasonable. Owner agrees not to make resolution of any dispute with MFS or payment of any amount due MFS in any way contingent upon MFS signing any such document. ials: Date: —

Exhibit B Page 53 of 66 20. BONDING MES shall not provide or have any responsibility for surety bonding or insurance related advice, recommendations, counseling, or research or enforcement of construction insurance or surety bonding requirements 21. ENTIRE AGREEMENT This Agreement (consisting of these Terms and Conditions, MFS's Fee Schedule, if applicable, and any Proposal which these Conditions accompany and of which they are part) constitutes the entire agreement between the parties, supersedes any and all prior agreements or representations of the parties to this agreement, and may not be modified, amended, or varied except by a document in writing signed by the parties hereto, Initials: Date: Page 4 of 4

Exhibit B Page 54 of 66 ME ENGINEERS & SURVEYORS 8 : SUMMARY OF STAFFING CLIENT: Greenman-Pedersen, Inc. August 2, 2024 PROJECT: F.D. Phase Survey Services - NIDOT TAP 2023 MFS # NJ24060.002R1 Washington St. Corridor Improvement Project Phase 2 CURRENT DIRECT TITLE ASCE TASKS TOTAL HOURLY TECHNICAL GRADE 1 2 3 4 5] HOURS RATE LABOR Principal/Owner PIX 2 2 oO og 4 $88.63 $354.52 Project Manager PV 9) 7, o| io 16 $70.42 $1,126.72 Senior Technician es | 1) oO i 26 $64.75 $1,683.50 Technician a te) 15 942.14 $632.10 | CAD Operator 3 | 6 4 oO 10 $19.23 $192.30 Chief of Party e174 30,50 ty) 20 $47.26 $3,780.80 Instrument Person &73 30| oo 7 30) $35.25, $1,057.50 Rodperson £73 | 0 $27.93 $0.00 (Clerical Salaries Clerical | 7 0 $40.52 $0.00 TOTAL 101/80 0 al of 181 $8,827.44 DIRECT EXPENSES: Aerial Photography $0.00 PAYROLL $8,827.44 Aerial LIDAR - 7 $0.00 164.01% OVERHEAD] $14,477.88 Subsistence days@ $200 per day $0.00 18.00% FEE $1,588.94 Mileage 528 miles @ $0.67/mile $353.76 DIRECT EXPENSES| $353.76 IClosings-Lane Closings days @ $3,250 per day $0.00 (Closings - Shoulder Closings _ days @ $2,450 per day $0.00 (Closings - Shadow Truck days@ _ $975 per day $0.00 ToTAt| $25,248.02 Materials, Postage ete $0.00 lother _ $0.00 Direct Expense Total:| $353.76 TASKS 1). Activity 4215 - Conduct Supplemental Surveys 2). Activity 4085 - Conduct Supplemental Subsurface Utility Engineering 3). 4). 5). NJ24060.002R NJDOT 21 8/2/2024