Township Council Meeting — Packet

CLIENT shall require the contractor(s} hired for the project to maintain general liability insurance (including coverage for premises, personal injury, property damage, completed operations, and contractual liability) naming CLIENT, Matrix and its consultants and employees, as additional insureds. Matrix may terminate services if proof of additional insured status is not provided prior to the start of construction without any liability to CLIENT for resulting damages, whether due to delay or otherwise. Section 13: INDEMNITY A. Matrix Matrix agrees to indemnify and hold harmless CLIENT from and against any damages (including legal fees and costs of investigation where recoverable by law) to the actual extent of negligence of Matrix in the performance of the Services hereunder, provided that such loss, damage, liability or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property. B. CLIENT The CLIENT, agrees to indemnify and hold harmless Matrix from and against any damages, (including legal fees and costs of investigation where recoverable by law) to the actual extent of negligence of the CLIENT, or anyone directly or indirectly employed by the CLIENT, in the performance of the CLIENT’s obligations under the Agreement, any non-conforming wastes waste(s) or discrepancies in the pertinent manifest(s) as defined by applicable regulations, or an condition existing at the work site(s) prior to the date of the Agreement or caused by anyone directly or indirectly employed by the CLIENT. Section 14: LIMIT OF LIABILITY Notwithstanding any other provision contained in the Agreement A. B. C. D. E. F. G. In no event shall Matrix, its employees, agents, consultants (including subcontractors) be responsible for any incidental, indirect, impact, or consequential damages (including loss of profits), liabilities or expenses incurred by the CLIENT or any third party as a result of Matrix's performance or nonperformance of the Services contracted for herein, and the CLIENT waives all such incidental, indirect, impact, or consequential damages. The obligations of Matrix under the Agreement are not intended to and shall not be personally binding on, nor shall any resort be had to the private properties of, any parent, subsidiary or affiliate of Matrix, or any of their respective officers, directors,

nded to and shall not be personally binding on, nor shall any resort be had to the private properties of, any parent, subsidiary or affiliate of Matrix, or any of their respective officers, directors, shareholders, partners, principals, members, managers, beneficiaries, employees, consultants (including sub-contractors) or agents. Any provision in this Agreement that inures to the benefit of Matrix shall also inure to the benefit of Matrix’s officers, directors, shareholders, partners, principals, members, managers, beneficiaries, employees, consultants (including sub-contractors) or agents. Matrix's total liability to CLIENT for any and all injuries, claims, losses, expenses or damages whatsoever arising out of, or in any way related to the Agreement from any cause or causes, including but not limited to Matrix's errors, negligence, omissions, strict liability, breach of contract or breach of warranty, shall not exceed the total contract amount for the Services provided by Matrix or the limit of liability available at the time of the claim, whichever is lesser. Matrix disclaims, and the CLIENT waives, any implied warranties of merchantability or fitness for a particular purpose with respect any equipment or other personal property procured by Matrix and provided to the CLIENT as part of any Services. Matrix and CLIENT agree that, to the extent any damages are covered by property insurance during construction, or afterwards, Matrix and CLIENT waive all rights against each other and against the contractors, consultants, agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. Matrix and CLIENT, as appropriate, shall require of the contractors, subconsultants, agents and employees of any of them similar waivers in favor of the other parties enumerated herein. CLIENT recognizes and expects certain Change Orders may be required due, in whole or in part to omissions, ambiguities, or inconsistencies in the Drawings, specifications, and other design documentation furnished by Matrix or as a result of the other professional services performed or furnished by Matrix under this Agreement, and that Matrix is not responsible for the costs associated with these Change

rnished by Matrix or as a result of the other professional services performed or furnished by Matrix under this Agreement, and that Matrix is not responsible for the costs associated with these Change Orders to the extent Change Orders include any cost that CLIENT would have incurred if the covered Change Order work had been included originally in the Drawings, specifications, and other design documentation, without any omission, ambiguity, or inconsistency in the Construction Documents. To the maximum extent permitted by law, the limitations on damages, the releases from liability, the limitations of liability, and the exclusive remedies provisions expressly provided in the Agreement shall apply even in the event of the fault of Matrix(in whole or in part), including but not limited to negligence , strict liability or breach of contract of Matrix. Section 15: PROJECT DELAYS If Matrix is delayed at any time in performing the Services for any specific project or activity by an act, failure to act, or neglect of the CLIENT or the CLIENT'S employees or any third parties; by changes in the scope of work; by unforeseen circumstances including delays authorized by the CLIENT and agreed to by Matrix; by acts of force majeure including, without limitation, fires, floods, riots, and strikes; by delays caused by foreign or domestic governmental acts or regulations; or by any cause beyond the reasonable control of Matrix, then the time for completion of the Services shall be extended based upon the impact of the delay. Matrix shall receive an adequate compensation adjustment if the delays caused by any of the above result in changes, require additional services, or result in additional costs to Matrix. Section 16: ASSIGNMENT Matrix and CLIENT shall not assign the Agreement in whole or part without the written consent of the other, except that CLIENT may assign this Agreement to an institutional lender providing financing for the Project. In such event, the lender shall assume the CLIENT’S rights and obligations under this Agreement, including full payment of all sums due for services rendered. Matrix shall only execute consents reasonably required to facilitate such assignment. Matrix in no way is prohibited from retaining consultants or subcontractors, or persons and entities not in its employ, when it is appropriate to do so. Such persons and entities include, but

ignment. Matrix in no way is prohibited from retaining consultants or subcontractors, or persons and entities not in its employ, when it is appropriate to do so. Such persons and entities include, but are not limited to, surveyors, specialized consultants, drilling contractors, and testing laboratories. Matrix's use of others for additional services shall not be unreasonably restricted by the CLIENT provided Matrix notifies the CLIENT in advance. Section 17: THIRD PARTY EXCLUSION Nothing in this Agreement shall be construed to create a cause of action in favor of any third parties, it being the express intent not to create any thirdparty beneficiaries to this Agreement.. 3

Section 18: SEVERABILITY If any clause or section of the Agreement shall be deemed void or invalid, such a decision shall only apply to that particular section(s) and shall not render the rest of the Agreement invalid. The balance of the Agreement shall remain in force. Section 19: TERMINATION Matrix may terminate the Agreement upon five (5) days’ written notice if the CLIENT defaults in the payment for the Services or for any other material default by the CLIENT under the Agreement. The CLIENT or Matrix may terminate the Agreement upon fourteen (14) days’ written notice for any reason which may arise or for no reason. In the event of such termination of the Agreement for any reason which may arise or for no reason, the termination will become effective fourteen (14) calendar days after receipt of the termination notice. Irrespective of which party shall affect termination of the cause therefore, the CLIENT shall within thirty (30) calendar days of termination remunerate Matrix for the Services rendered and costs incurred (including all reimbursable costs hereunder), in accordance with Matrix's prevailing rate schedule. Section 20: GOVERNING LAW AND VENUE Unless otherwise provided in an addendum, the law of the State of New Jersey will govern the validity of the Agreement, its interpretation and performance, and remedies for any other claims related to the Agreement. Any litigation arising from this Agreement shall be venued in the Superior Court of New Jersey, Morris County. 4

2024 FEE SCHEDULE TITLE HOURLY RATE Subject Matter Expert/Witness $320.00 Executive Engineer $290.00 Senior Technical Director $265.00 Senior Project Manager $235.00 Technical Director $220.00 Senior Technical Manager $210.00 Project Manager $200.00 Senior Project Professional $190.00 Project Professional $180.00 Senior Project Specialist $175.00 Project Specialist $170.00 Senior Technical Professional $160.00 One-Man Robotic Crew $150.00 Senior Technical Specialist $140.00 Technical Specialist $130.00 Senior Data/Field Specialist $125.00 Second Survey Crew Member $125.00 Data/Field Specialist $115.00 Senior Technical Assistant $105.00 Technical Assistant $100.00 Junior Technical Assistant $95.00 Junior Data/Field Technician $85.00 Data Entry Specialist $75.00 2024 REIMBURSABLE EXPENSES ITEM FEE Black & White Copy 8½ x 11 $0.20/sheet Black & White Copy 8½ x 14 $0.30/sheet Black & White Copy 11 x 17 $0.40/sheet Black & White Copy 18 x 24 $1.50/sheet Black & White Copy 24 x 36 $3.00/sheet Black & White Copy 30 x 42 $4.50/sheet Color Copy 8½ x 11 $0.40/sheet Color Copy 11 x 17 $0.80/sheet Color Copy 24 x 36 $30.00/sheet Color Copy 30 x 42 $40.00/sheet Mylar 24 x 36 $30.00/sheet Mylar 30 x 42 $50.00/sheet Robotic per diem $300.00 Scanner per diem $450.00 Subconsultants 115% of cost Out-of-pocket expenses 115% of cost Additional reimbursables include, but are not limited to, delivery expenses and mileage, charged at Federal prevailing rates.

91-25 State of Nef Jersey PHILIP D, MURPHY DEPARTMENT OF ENVIRONMENTAL PROTECTION SHAWN M. LATOURETTE Governor CONTAMINATED SITE REMEDIATION AND REDEVELOPMENT Commissioner OFFICE OF BROWNFIELD AND COMMUNITY REVITALIZATION TAHESHA L. WAY Mail Code 401-05K Lt. Governor P.O. Box 420 401 E. State Street Trenton, New Jersey 08625 31 December 2024 Susan McCartney, Mayor Township of West Orange 66 Main Street West Orange, NJ 07052-5054 Re: Acceptance of West Orange Township’s Brownfield Development Area Application ome Dear Mayor USM The New Jersey Department of Environmental Protection’s (Department) Office of Brownfield and Community Revitalization (Office) is excited to announce that West Orange’s application for the Lakeside Avenue Brownfield Development Area (BDA) has been selected to work in the BDA Program. The Department and our Office is pleased happy to be partnering again with West Orange to help the township realize its brownfield redevelopment goals, as outlined in the BDA application to our Office received on July 31, 2024. In the upcoming weeks, a BDA Manager from the Office of Brownfield and Community Revitalization will be assigned to the Lakeside Avenue BDA and will contact you to set up a BDA Kickoff Meeting with West Orange and the BDA Steering Committee. The BDA Manager will send an electronic copy of the Memorandum of Understanding (MOU) for your review prior to the Kickoff Meeting. At the Kickoff Meeting the BDA Manager will explain the role of our Office and the role of the Licensed Site Remediation Professional (LSRP) in the remediation of contaminated properties. Also, the BDA Manager will go over the MOU and the commitments therein that, when signed, will formalize our partnership to work on the brownfield sites in the Lakeside Avenue BDA. We look forward to working with the Township of West Orange and the Steering Committee to move the BDA goals forward. Please do not hesitate to contact me if you have any questions at (609) 940-4435 or by e-mail at Frank.McLaughlin@dep.nj.gov. Sincerely, ranklin B. McLaug! ¥ Manager Office of Brownfield and Community Revitalization cc: Zayibeth Carballo, West Orange Public Works and Engineering Department James Abbott, West Orange Township Police Department Peter Smeraldo, West Orange Township Administrative Department Allison Motnar, Matrix New World Engineering Mark Sprengel, Matrix New

Department James Abbott, West Orange Township Police Department Peter Smeraldo, West Orange Township Administrative Department Allison Motnar, Matrix New World Engineering Mark Sprengel, Matrix New World Engineering Richard Trenk, Trenk, Isabel, Sibbigi & Shahdanian, P.C.

Megan Brill, Downtown West Orange Alliance Michael Brick, West Orange Environmental Commission

92-25 March 11, 2025 A RESOLUTION APPROVING A PROPOSAL FROM MATRIX NEW WORLD FOR ENVIRONMENTAL SERVICES AT 4-10 CENTRAL AVENUE NTE $6,295.00 WHEREAS, on August 7, 2024, the Township of West Orange (the “Township”) received a proposal from Matrix New World Engineering, Land Surveying, and Landscape Architecture, P.C. (“Matrix”) for the environmental services performed at: 4-10 Central Avenue (Biddelman site), West Orange, New Jersey, also known as Block 9 Lot 32 on the Township of West Orange Tax Map; and WHEREAS, the Biddelman site is part of the Central Valley Brownfield Development Area (BDA) as identified in the attached map for the Central Valley BDA Orange/West Orange, NJ herein as Exhibit “B;” and NOW, BE IT HEREBY RESOLVED BY THE TOWNSHIP COUNCIL OF THE TOWNSHIP OF WEST ORANGE, that the Township accepts the proposal from Matrix attached herein as Exhibit “A,” not to exceed $6,295.00 for completing the scope of work; AND FURTHER RESOLVED, that a copy of this Resolution shall be made available in the Clerk’s office in accordance with applicable law. Karen J. Carnevale, R.M.C. Municipal Clerk Joe Krakoviak Council President Adopted: March 11, 2025 I hereby certify funds are available from Account No. John Ditinyak, Chief Financial Officer 2021 Capital Budget Account No: 03-2663-21-0100-010 $6,295.00