Township Council Meeting — Packet

e 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 parents, 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 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, affiliates, 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 liability provision is

s 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 amount 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 for claims, disputes, or other matters in Initials: _____________ Page 2 of 4 Date: ______________

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, 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 parties to execute similar waivers. 10. INSURANCE MFS 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 a third-party claim) against MFS, unless the Client has first provided MFS with a 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) 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 at the Client’s expense. 12. FORCE MAJEURE MFS shall not

r 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 at 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 a general description and/or pictures of the Project in MFS promotional materials. 14. DOCUMENT OWNERSHIP All reports, notes, drawings, specifications, data, 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 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 MFS and the Client agree that any claim against MFS arising under this Agreement and the performance thereof shall be subject to nonbinding mediation as a prerequisite to further legal proceedings. If the parties do not agree

that any claim against MFS arising under this Agreement and the performance thereof shall be subject to nonbinding 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 a 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 Client and 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, indemnify, and hold harmless MFS and MFS’s consultants, parents, 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) any 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 to 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 and effect. 19. THIRD-PARTY CERTIFICATES MFS shall not be required to sign any document no matter by whom requested that would result in MFS having to certify, guarantee, or warrant anything or offer any professional opinion or statement 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. Initials:

ts 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. Initials: _____________ Page 3 of 4 Date: ______________

20. BONDING MFS 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: _____________ Page 4 of 4 M:\MFS Contracts\MFS Term & Conditions FINAL\2024 Terms and Conditions\2024_MFS Schedule of Terms and Conditions_DPC_w-o Hourly Rates.docx Date: ______________

SUMMARY OF STAFFING CLIENT: July 15, 2024 Greenman-Pedersen, Inc. PROJECT: MFS # P23-184R4 2022 SRTS West Orange, NJ - PE Phase (25 Intersections) CURRENT DIRECT TOTAL HOURLY TECHNICAL 4 5 HOURS RATE LABOR GRADE 1 TASKS 2 3 Principal/Owner PIX 10 0 0 0 0 10 $88.63 $886.30 Project Manager PV 41 0 0 0 0 41 $70.42 $2,887.22 Senior Technician ET5 103 103 $64.75 $6,669.25 Technician ET4 68 68 $42.14 $2,865.52 Chief of Party ET4 120 120 $47.26 $5,671.20 Instrumentperson ET3 120 120 $33.25 $3,990.00 ET3 0 $27.93 $0.00 Clerical 0 $40.52 TITLE Rodperson Clerical Salaries ASCE TOTAL 462 0 0 0 0 462 $0.00 $22,969.49 DIRECT EXPENSES: Aerial Photography $0.00 Aerial LiDAR Subsistence Mileage days @ $125 per day 480 miles @ $0.67/mile $22,969.49 $0.00 164.01% OVERHEAD $37,672.26 $0.00 18.00% FEE $4,134.51 DIRECT EXPENSES $321.60 TOTAL $65,097.86 $321.60 Closings - Shoulder Closings days @ $2,400 per day $0.00 Closings - Shadow Truck Materials, Postage etc days @ $0.00 $975 per day PAYROLL $0.00 $0.00 Other Direct Expense Total: $321.60 TASKS 1). Activity 3015 - Prepare Survey Control Report 2). 3). 4). 5). P23-184R4 SumStaff PE - NJDOT 2024.xlsx 7/15/2024

FIXED FEE CALCULATION PROJECT: 2022 SRTS West Orange, NJ - PE Phase CONSULTANT: MFS Consulting Engineers & Surveyor, DPC AGREEMENT OR CAM NO. PREPARED BY: DATE: Scott Dey 7/15/2024 EVALUATE PROJECT SPECIFICS: Directions: Prime Consultant will use Total Project Design Cost (or Task Order Design Cost) for the SIZE criteria Each Subconsultant will assign points for SIZE, COMPLEXITY, DURATION, & DEGREE OF RISK based on its specific project tasks. SPECIFICS CRITERIA SIZE: COMPLEXITY: DURATION: DEGREE OF RISK: POINTS RATING SMALL - Total Fee (Project Design Cost) < $1,250,000 15 15 LARGE - Total Fee (Project Design Cost) > $1,250,000 20 SIMPLE - Limited Scope of Work; Deck Patching, Resurfacing, Restoration, Concept Development, Studies, Surveys, Landscape, Inspections 10 STANDARD - Moderate Scope; Rehabilitation, New, or Reconstruction 15 COMPLEX - Multi-disciplined, Highly Specialized, or Major Unusual 20 STANDARD - Appropriate Schedule 15 AGGRESSIVE - Designers Schedule Reduced > 10 % 20 LEVEL 1 - Low Risk of Claims; Limited Scope of Work, Deck Patching, Resurfacing, Restoration, Concept Development, Studies, Surveys, Landscape, Inspections 20 LEVEL 2 - Average Risk of Claims; Standard Complexity or Level 1 with High Public Exposure 30 LEVEL 3 - High Risk of Claims; Hazardous, Experimental, or Bonus/Penalty Clauses 40 10 15 20 TOTAL RATING = 60 CALCULATE FEE: PROJECT SPECIFICS FACTOR (Total Rating /100) = 0.60 FEE FACTOR (Project Specifics Factor x 0.30) = 0.18 DIRECT LABOR COSTS $ 22,969 TOTAL FEE (Direct Labor Costs x Fee Factor) = $ 4,135 Fixed Fee Calculation Page 1 Revised 08/12/2015

DEPARTMENT OF TRANSPORTATION P.O. Box 600 Trenton, New Jersey 08625-0600 PHILIP D. MURPHY Governor FRANCIS K. O’CONNOR Commissioner TAHESHA L. WAY Lt. Governor July 11, 2024 Ms. Lisa Lieb Corporate Finance Director MFS Consulting Engineers & Surveyor, DPC 2780 Hamilton Blvd. South Plainfield, NJ 07080 Dear Ms. Lieb: Based on our review of MFS Consulting Engineers & Surveyor, DPC’s submitted Overhead Statement for the year ended December 31, 2023, we have determined an overhead rate of 164.01 percent should be used for funding purposes on future contracts with the Department. In addition, in accordance with current Department policy, if FCCM is specifically identified in the cost proposals relating to the contract under which the cost is to be claimed, the audited FCCM rate of 0.64 percent should be used for all new contracts and extra work modifications. Furthermore, if MFS Consulting Engineers & Surveyor, DPC. plans to pursue construction inspection work with the Department, MFS Consulting Engineers & Surveyor, DPC. will need to provide the Department with additional documents to establish a field rate with the Department. In addition, the overhead rate proposed on this overhead letter expires on July 1, 2025. This rate is subject to audit verification. Our acceptance of this rate does not extend beyond contracts with the New Jersey Department of Transportation. Any other entity contracting with the firm is responsible for determining the acceptability of the overhead statement. If you have any questions, feel free to contact Miller Khalil at (609) 963-1921, or at miller.khalil@dot.nj.gov. Sincerely, Richard Temmer Manager, Bureau of External Audit