Conference/Public Meeting Agendas/Documents — Packet

may designate an Attorney-in-Fact to execute any joint check or other disbursement to satisfy the Settlement Amount. Finally, to the extent necessary, the Township may deduct or offset the Settlement Amount from any monies due to ConQuest. 2. Scope of Settlement. The Settlement Amount is paid by ConQuest, to the Township, in satisfaction of unexpected additional police coverage and engineering oversight fees incurred by the Township in connection with the Agreement and the Work. Nothing contained herein shall release ConQuest from any remaining obligations under the Agreement and the Work including any remaining and punch list items. 3. Waiver of Claims. As a condition of this Settlement, ConQuest hereby waives, with prejudice and in their entirety, any and all claims, counterclaims, equitable relief and defenses that have been, could be or could have been brought against the Township in connection with the Agreement and/or the Work. 4. Completion of the Agreement Required. Notwithstanding the provisions of this Settlement, ConQuest shall be bound by the terms of the Agreement and, consistent therewith, shall timely finish the Work. ConQuest shall timely complete any remaining Work and punch list items required. At the conclusion of the Work, ConQuest shall provide a Disadvantaged Business Enterprise (“DBE”) breakdown for all subcontractors and suppliers along with all “Buy America” certifications. ConQuest shall provide all necessary documentation to be submitted to the New Jersey Department of Transportation for project close out and final reimbursement. 5. Enforceability. ConQuest’s failure to pay the Settlement Amount shall be deemed an immediate default entitling the Township to file suit for the Settlement Amount, including the recovery of reasonable attorneys’ fees and costs to be paid by ConQuest, in connection with any such enforcement. In any such event, ConQuest consents to entry of a judgment in the amount of the Settlement Amount plus reasonable attorneys’ fees, costs and post-judgment interest. 6. Choice of Law. This Agreement shall be governed in all respects, including validity, interpretation, and effect by the laws of the State of New Jersey. The Agreement shall be dated as of the date it was last signed by any of the Parties, which date shall be incorporated on the face

y, interpretation, and effect by the laws of the State of New Jersey. The Agreement shall be dated as of the date it was last signed by any of the Parties, which date shall be incorporated on the face page of this Agreement. 7. Separate Counsel. The Parties have been represented by separate counsel or had sufficient opportunity to consult with counsel. Neither of the Parties have relied upon the other Parties’ counsel in executing this Agreement. 8. Additional and Miscellaneous Terms. The Parties represent that they relied upon the legal advice of attorneys of their own choice and that they have each had the opportunity to review this Settlement with their attorneys. The Parties further represent that the terms of the Agreement have been completely read and examined by their attorneys, and that they fully understand and voluntarily accept the stated terms. This Settlement shall be binding upon the Parties, and their agents, successors and assigns. No modifications or changes in this Agreement shall be binding unless in writing and executed by all Parties. No delay in enforcing any aspect of this Settlement shall be deemed a waiver of any rights and remedies. 2