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HomeMy Public PortalAboutr 20-089Poial floe of fhe �iorvrngh of (farf, f, Y,. 5C No. #20 -89 June 25 2020 Date of Adoption , RESOLUTION AUTHORIZING A PROFESSIONAL SERVICES CONTRACT FOR ENGINEERING SERVICES WITH T &M ASSOCIATES ADDITIONAL SERVICES - FORMER AGRICO SITE WHEREAS, the Borough of Carteret is in need of engineering services with regard to additional services related to the former Agrico site project; and WHEREAS, the Borough's Consulting Engineers, T &M Associates, possess the requisite skill and expertise for said services; and WHEREAS, T &M Associates has submitted a proposal to provide said engineering services at a total cost not to exceed $7,500.00; and WHEREAS, the Mayor and Council have reviewed said proposal; WHEREAS, the Chief Financial Officer has certified that funds are or will be available forsaidlimpose. Account# 0- 01 -20- 165 -252 NOW, THEREFORE, BE IT RESOLVED by the Mayor and Council of the Borough of Carteret, County of Middlesex, State of New Jersey, as follows: 1. That the proposal from T &M Associates for engineering services with regard to additional services related to the former Agrico site project at a total cost not to exceed $7,500.00 at the rate set forth in T &M's existing contract with the Borough is hereby approved. 2. That annexed hereto is a copy of said proposal. 3. That this action is approved as an award of a professional services contract pursuant to N.J.S.A. 40A:11- 5(l)(a) in accordance with the Borough's Fair and Open Process as authorized by law. 4. That a copy of this resolution be forwarded to the Borough's Purchasing Department, T &M Associates and Borough Director of Engineering. Adopted this 25" day of June, 2020 and certified as a true copy of the original on June 26, 2020. CARMELA POGORZELSKI Acting Municipal Clerk RECORD OF COUNCIL VOTE COUNCILMAN COUNCILMAN YES NO NV A.B. BELLINO JOHAL X DIAZ MNONV IROM X DIMASCIO NAPLES X X- Indicate Vote AB- Absent NV -Not Voting XOR- Indicates Vote to Overmle vet Adopted at a meeting of the Municipal Council Jun ',25 2020 Fitting Nunicipai GIdrk,/ i,- 020 3:52PM B OROUGH OF ACTING MUNICIPAL CL13LK To: Patric1q. DeBlaslo, Treasurer • Borough of Carteret No. 1111 P. 1 REQtffln FOR CERTIFICATION OF AVAILABLE FUNDS: For: ursor oTION All M(MIZINr A PROFFSRTOW S MICEL CONTRACT 2olt __ . ENGINEERING SERVICES WITH T & M ASSOCIATES ADDITION SI•;ftVICLS__ FORMER AGRICO SITE, Name of Account: T & M ASSOCIATES Amount to be encumbered: AMOUNT NOT TO EXCEED $7 � 500.00' BTLIABL''!; W CTH T & M ASSOCIATES EXISTING CO WITH THE BOROUGH. Resolution #: Ac g � Munict al < 1 �. ru■ u■ urr■ r■ rrr■■■■. uu. rrrrrrrrr rrrr..r..rrrrer.rn■urrrrrrr rrrru■ CERTIFICATION OF AVAILABILITY OF FUNDS I, Treasurer of the Borough of Carteret, do hereby certify that there are sufficient Rinds available in the current budget to enable the Borough Council to authorize the entering into a contract between the Borough of Carteret and: 'kA pWC>4 - 'Lh5- The funds available for this contract are in the budget, in the account of: in the amoiAnt of: �`Z52 J By ti-is certification, I have hereby encumbered the above named account for the amount of the contract pending Council action, ex�� Patrick J, DeBlasio, Treasurer Date: t,o Memorial Munieipal lluBding • 61 Cooke Avenue . Carteret; New Jersey 07008 Wi 792 °541 -3800 0 Fax: 732 - 541 -8925 • Nzmueartere@.net AFFIDAVIT OF PUBLICATION The following is a true copy of an Ordinance or Resolution of the Borough of Carteret that has appeared in the Home News Tribune, a newspaper which is printed in Freehold, New Jersey and published in Neptune, in said County and State and of general circulation in said county. One 1 time(s), once in each issue as follows: June 30, 2020 Notary Public of New Jersey D*A C. ARCHEVAL NOTAR _PUBLIC OF NEW JERSEY My Corm eft Expires 9!1212022 Sworn and subscribed before me this _ ` LL day of T ,, � ©�c 1 ` At, -• �• ..�.�n>waares Services.Professlonal Engineering Services, Re: Former Agrico Site Resolution 020.89. Gosh Not to exceed §7,500.00 bpla6le In accordance with tile . existing contract. Actin a Po orzelski Acting Clerk ($74:62) Acting Municipal Clerk I li I 1 CART -02525 Mayor Reiman Borough of Carteret 11 Cooke Avenue Carteret, NJ 07008 May 27, 2020 Dear Mayor Reiman: As requested by the project team, we are providing herein a scope of services and fee estimate for plan changes as requested by DuPont Corp requested by the Borough Engineer for the soon to be permitted stormwater management facilities. PROJECT UNDERSTANDING T &M Associates will update plans to include Geosyntec comments and submit to the Freehold Soil Conservation District for certification. SCOPE OF SERVICES TASK 1- Update to the plans and details. Plan changes have been determined by Geosyntec and Freehold Soil Conservation District (FSCD) comments. It is important to note that the previous submission to the FSCD was withdrawn and another submission is required. Please see the changes below: Emergency spillway: The stormwater management basin shown on the Stormwater Basin Design, Grading Plan Drawing dated January 18, 2019 prepared by T &M includes an emergency spillway at elevation 19.00'. Flow through the emergency spillway would drain down the 10H:1V slope, across the proposed Riverwalk and onto the riprap revetment (and into the Arthur Kill). The emergency spillway shall be realigned with the basin outlet culvert to reduce disturbance of the in -place riprap revetment. Sand Filter Basin /Former Debris Pile Overlap: The base of the former debris pile was left in place (unprocessed) to meet NJ BER requirements. The pile base grades (i.e. pile material left in place) overlap the bottom of the proposed sand filter in the northern portion of the site only. Specifically, the proposed invert of the sand filter penetrates approximately a maximum of 2.5 feet into the unprocessed debris pile material. In addition, the basin is proposed to be lined with geosynthetic clay liner (GCL) which requires a prepared subgrade surface. In order to meet this manufacturer requirement, a minimum of 6 inches of processed debris pile material should be left in place above the debris pile base grades (resulting in a new bottom elevation of 12.0 ft). The updated plan will accommodate the debris pile base grades plus an additional 6 inches to ensure proper placement of GCL. TASK NO 1: CONSTRUCTION DOCUMENTS SERVICES Based on the updates to the plans the following sheets will need to be revised: A Cover Sheet shall include the address and tax map number of the lot, name and address of owner, applicant and preparer, key map, sheet index, site logo, and appropriate signature blocks. A list of property owners within 200 feet will also be provided. Site Layout Plan and Utility Plan at a scale of 1" =20' will locate, identify and dimension the site, lot area, setback areas, roadways, sidewalks, site amenities, etc. Layout plan will include a general information table identifying general zoning requirements and the extent of compliance with each. Additional variances and waivers that become apparent based on interpretations of the municipality or as a result of the public hearing process will be added to the information table as a plan amendment. An overall project layout plan will be provided if required. Location, size, material, and scope of applicable site utilities, elevations and details of connections with existing utility systems will be enumerated and outlined. • Site Grading, Drainage, Soil Erosion & Sediment Control Plan at a scale of 1" =20' will detail existing and proposed contours. Grading and /or site disturbance limits will be established. The plan will identify individual drainage structure locations and individual inlet divides. On -site soil types and cover conditions will be shown with respect to the site development. Notes and details for erosion control and on -site stabilization per local Soil Conservation District standards will be listed. Storm Drainage will be prepared at a scale of 1" =20' showing existing and proposed ground utility alignment and structures. • Construction Detail Sheets will be prepared in accordance with the Borough of Carteret Standards, as applicable. Deliverables: One reproducible copy of the Construction Plans. Land Surveys • The Client will provide a copy of the latest current outbound survey of the tract, Block 5002, Lot 1. Topographic Mapping The Client will provide a copy of any record aerial /ground topographic surveys to include the location of physical features on -site and within 200 feet of the tract boundary, excepting therefrom subsurface features not discernable from above ground. • Preparation of Wastewater Management Amendments and Executive Order 109 Compliance. • Design of off -site improvements. • Design of earth retaining structure with greater than 4 feet of earth retainage. • Monitoring well location will only include the casing horizontal and vertical location. Internal depths are not included. • Design of sanitary sewer pump station treatment facility. • Design of potable water treatment, storage or pumping facility. • Providing excavation equipment or operators. • Fiscal Impact Reports and Analysis. • Preparation of plans and documents for agencies and permit approvals other than those specifically listed in Task S. • Lighting or electrification is specifically excluded. • Services not specifically listed are not included. • Reimbursable expenses as per the attached 2019 Schedule of Miscellaneous Charges. • Construction Cost Estimate. • Technical Specifications • Shop Drawing /RFI Review • Construction Inspection • Value Engineering to redesign the project in an effort to reduce the construction cost is not included. • Rebidding services are not included. • Engineering services related to site environmental and subsurface conditions are not included. • LEED consulting services are not included. • Preparation of as -built documents at construction completion is not included. However, we will specify that the installing contractor is responsible for as -built documentation in our design. • Attendance of planning and review board meetings (only as identified above) • As -built drawing preparation (if existing plans are not available) is not included. • Partial inspections services only as described above. • No landscaping design services. SCHEDULE The following Scope of Services will be completed as follows and upon receipt of Notice to Proceed from the Client and receipt of all relevant information necessary for each Task: TASK NO. DESCRIPTION OF TASK COMPLETION SCHEDULE DESIGN SERVICES 1 CONSTRUCTION DOCUMENT SERVICES: PLANS Within 30 Days All professional services described in Scope of Services items shown below will be compensated by either the Lump Sum Fee or by a Budget Fee as indicated. Budget Fee Items will be compensated at an amount determined using an hourly billing rate for each job title multiplied by the time expended, including travel time, plus an amount equal to 115% of the cost of contracted services, plus direct expenses at cost, all in accordance with the Schedule of Miscellaneous Charges attached. TASK NO. DESCRIPTION OF TASK FEES Lump Sum 1 CONSTRUCTION PHASE SERVICES: PLANS DESIGN SERVICES $7,500 TOTAL $7,500 Revisions and preparation of supplementary submissions which result from Client or agency review after determination of administrative completeness, excepting any resulting from errors or omissions by T &M, will be billed as Additional Services. (Additional services will not be performed without written authorization for the task and fee.) a • :t • This proposal is subject to the attached Standard Terms & Conditions for Professional Services. The provisions of Paragraph Fifteen, Limitations of Liability, of the Standard Terms & Conditions are applicable to this proposal. We agree that these terms are reasonable, and you have particularly reviewed, understand and accept these terms. If you have any questions concerning this proposal or our services, please contact us without hesitation. Very truly yours, T & M ASSOCIATES NICHOLAS C. ROTONDA, P.E., P.P., C.M.E. VICE PRESIDENT /REGIONAL CLIENT MANAGER Enclosures: Standard Terms & Conditions of Professional Services Schedule of Hourly Billing Rates Schedule of Miscellaneous Charges The undersigned, having powerto bind the Client, has read, understood and hereby accepts this proposal. MAYOR REIMAN /BOROUGH OF CARTERET DATE G: \Projects \CART\02525 \Correspondence \CART02525_Agico CA Design Services 5- 27- 2020.docx These Standard Terms & Conditions shall govern the performance of services pursuant to this Agreement. As used herein, the tern "Client" refers to the Client identified In T &M's Proposal / Scope of Services. The term "T &M" refers to T &M Associates. The Client and T &M may be referred to Individually as a "Party" or collectively as the "Parties ". The term "Agreement" refers to this contract between T &M and the Client consisting of (1) the T &M Proposal / Scope of Services, and (2) these Standard Terms and Conditions. The "Project" is identified in T &M's Proposal / Scope of Services. I T- I -... _. . a. Descriptions of the services to be provided by T &M are set forth in the Proposal /Scope of Services (the "Services "). Services not set forth in the Scope of Services, or specifically itemized as additional services, are excluded from the scope of T &M's Services (the "Additional Services ") and T &M assumes no responsibility to perform such Additional Services. If any Additional Services become necessary during the course of the Project, T &M can perform such Additional Services in accordance with a written agreement between the Client and T &M for such Additional Services. b. T &M shall have no obligation to commence the Services as stipulated in this Agreement and / or any associated work authorization until both this Agreement and any applicable work authorization are fully executed and delivered to T &M. a. BILLING RATES. Client shall compensate T &M at the billing rates Identified In T &M's Proposal. Unless otherwise provided in the Proposal, compensation for Services shall be based on T &M's Schedule of Hourly Billing Rates and Schedule of Miscellaneous Charges in effect at the time Services are performed. b. REIMBURSABLE EXPENSES. Client shall pay T &M for reimbursable expenses according to the current Schedule of Miscellaneous Charges Including, without limitation, application fees, printing and reproduction, courier and express delivery service, bulk/ special mailings, facsimile transmissions and other costs of acquiring materials specifically for Client and related charges. c. INVOICES. T &M shall submit invoices monthly and payment in full is due and payable thirty (30) days from the date of T &M's Invoice. Services shall be billed at a minimum Increment of 0.25 hour. If Client fails to make any payment due T &M for services and expenses within thirty (30) days after receipt of invoice, the amounts due T &M will accrue Interest at the rate of one percent (1,0%) per month until paid in full. d. SUSPENSION OF SERVICES. Once a payment is PAST DUE the Client shall be deemed to be In breach of this Agreement and any other agreements between the Client and T &M. If a payment is PAST DUE T &M may suspend performance of all Services provided to the Client until T &M has been paid all amounts due and T &M shall have no liability whatsoever to the Client for any costs, delays or damages resulting from T &M's suspension of services caused by the Client's breach of this Agreement. e. TERMINATION. Client or T &M may terminate this Agreement with ten (10) days prior written notice for convenience or cause. In the event of termination, T &M shall be paid for all services rendered and costs incurred up to the date of termination in accordance with the payment terms herein. f. COLLECTION COSTS. In the event legal action is necessary to enforce the payment provisions of this Agreement, T &M shall be entitled to recover from the Client the reasonable attorneys' fees, court costs and expenses Incurred by T &M in connection therewith. g. FEE DURATION & ANNUAL ADJUSTMENT. The hourly rates charged forT &M employees are adjusted annually in January to reflect changes in the various elements that comprise such hourly rates with a corresponding adjustment in fee. All adjustments in rates will be in accordance with generally accepted practices consistent with T &M's procedures. I+II The standard of care for all professional services performed or furnished by T &M under this Agreement will be the care and skill ordinarily used by members of T &M's profession practicing under similar circumstances at the same time and in the same locality and based on facts and Information available at the time services are provided. T &M makes no warranties, expressed or Implied in connection with T &M's Services. W 4 V j VZr4 1 7TJR To FT a ll ArA M ►� All reports, plans, specifications, computer files, field data, notes and other files and documents prepared by T &M pursuant to this Agreement (the "Documents ") are instruments of T &M's professional services and T &M shall retain an ownership and property interest therein. Provided full payment for Services rendered and costs incurred is made by the Client to T &M, T &M grants to the Client a license to use the Documents for the purpose of constructing, occupying and maintaining the Project. The Documents are not intended or represented to be suitable for reuse by the Client or others on extensions of this Project or on any other project. Any reuse, dissemination, or modification of the Documents without T &M's written approval shall be at Client's sole risk and without liability to T &M and the Client agrees to indemnify, defend and hold harmless T &M from all claims, damages and expenses, including attorneys' fees and costs, arising out of such reuse by the Client or by others acting through the Client. ME M117FIRMEM N All information that the Client deems confidential shall be prominently branded "Confidential Information" prior to releasing said information to T &M. T &M will not intentionally divulge information regarding the Project that the Client designates as confidential, except (1) to the Client or parties designated by the Client; (11) in response to a subpoena or other similar legal requirements; and / or (111) in the event that withholding such information could create risk of significant harm to the public. Information that is in the public domain, that is provided to T & M by third parties is not considered confidential. Any information that is not clearly marked "Confidential Information" by the Client prior to disclosure to T &M shall not be deemed as confidential. Pursuant to T &M's company retention policy, both Parties shall retain copies of any and all Confidential Information, which shall remain confidential, for archival purposes. The Client authorizes T &M to identify the Client as a T &M client and use photographs or illustrations of the Project and non - confidential information in any sales or marketing literature. The Client shall advise T &M in writing of any budgetary limitations for the overall cost of construction. T &M will endeavor to work within such limitations and will, if requested and Included within the Proposal / Scope of Services, submit to the Client an opinion of probable construction cost. Opinions of probable construction cost will represent T &M's reasonable judgment as a design professional familiar with the construction industry but do not represent, warrant or guarantee that bids or negotiated prices will not vary or exceed budgets or opinions of probable cost or evaluations prepared or agreed to by T &M. The Client acknowledges that neither T &M nor the Client has control over the cost of labor, materials or methods by which contractors determine prices for construction, competitive bidding, markets, or negotiation conditions. T &M's Services during the construction phase are Intended to provide the Client a greater degree of confidence that the completed work of contractor(s) will conform in general to the approved plans and related documents. T &M will endeavor to observe the progress and quality of the executed work of contractor(s) and determine in general if such work is proceeding in accordance with the requirements of the Project. T &M shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of such work. T &M shall not be responsible for the means, methods, techniques, sequences or procedures of construction selected by contractors orthe safety precautions and programs incident to the work of contractor(s) or for any failure of any contractor to comply with laws, rules, regulations, ordinances, codes or orders applicable to a contractor furnishing and performing the work. Accordingly, T &M neither guarantees the performance of any contractor nor assumes any responsibility for any contractor's failure to furnish and perform Its work in accordance with the contract documents. T &M shall not be responsible for the acts or omissions of the Client, the Client's other consultants, contractors and their respective subs, agents or employees, or other persons for whom the Client is responsible. T &M shall not be liable for damage or injury to any subterranean structures (Including, but not limited to, utilities, mains, pipes, tanks, and telephone cables) or any existing subterranean conditions; or the consequences of such damage or injury, if (with respect to this clause) (I) such structures or conditions were unknown and were not Identified or shown, or were incorrectly shown, in information or on plans furnished to or obtained by T &M in connection with the Services; (11) concealed conditions are encountered in the performance of the Services; (110 concealed or unknown conditions in an existing structure are at variance with the conditions indicated by the Proposal / Scope of Services or work authorization; or (lv) unknown physical conditions below the surface of the ground are encountered that differ materially from those ordinarily encountered and are generally recognized as inherent in work of the character provided under this Agreement. The Client shall provide to T &M all plans, maps, drawing and other documents identifying the location of any subterranean structures on the Site. Prior to location of any drilling or excavation below the ground surface, T &M shall © T &M ASSOCIATES 2019 PAGE 2 OF 5 obtain the concurrence of the Client as to the location for such drilling or excavation. Should: (!)subterranean structures or existing subterranean conditions be unknown and not identified or shown, or be incorrectly shown, in information or on plans furnished to or obtained by T &M in connection with the Services; (ii) concealed conditions be encountered in the performance of the Services; (M) concealed or unknown conditions in an existing structure be at variance with the conditions indicated by the Proposal / Scope of Services or work authorization; or (lv) unknown physical conditions below the ground differ materially from those ordinarily encountered and generally recognized as inherent in work of the character provided under this Agreement; then the amount of this Agreement and / or time for performance shall be equitably adjusted by change order upon claim by either Party made within twenty (20) days after the first observance of the conditions. The Parties agree that reports prepared by or on behalf of T &M pertaining to site conditions, Including, but are not limited to, environmental, geotechnical or geologic reports (hereinafter collectively the "Site Condition Reports "), are prepared for the exclusive use of the Client and its authorized agents, and that no other party may rely on the Site Condition Reports unless T &M agrees In advance to such reliance in writing. The Site Condition Reports are not Intended for use by others, and the information contained therein is not applicable to other sites, projects or for any purpose, except the one originally contemplated in the Services, The Client acknowledges that the Site Condition Reports are based on conditions that exist at the time a study is performed and that the findings and conclusions of the Site Condition Reports may be affected by the passage of time, by man -made events such as construction on or adjacent to the site, or by natural events such as floods, earthquakes, slope instability or groundwater fluctuations, among others. The Parties agree that interpretations of subsurface conditions by T &M and / or Its subcontractors may be based on limited field observations including, without limitation, from widely spaced sampling locations at the site of the Project. The Client acknowledges that site exploration by T &M and / or its subcontractors will only identify subsurface conditions at those points where subsurface tests are conducted or samples are taken. The Parties agree that T &M and / or Its subcontractors may review field and laboratory data and then apply professional judgment to render an opinion about subsurface conditions at the site of the Project and that the actual subsurface conditions may differ, sometimes significantly, from those indicated by T &M and / or its subcontractors. The Client agrees that any report, conclusions or interpretations will not be construed as a warranty of the subsurface conditions by T &M and / or Its subcontractors. The Parties further agree that no warranty or representation, express or implied, is included or Intended In any reports, conclusions, or interpretations prepared by or on behalf of T &M pertaining to the site conditions. If during the performance of T &M's services, any unanticipated conditions are observed, which in T &M's Judgment may affect the Proposal / Scope of Services, T &M will notify the Client. The Client agrees that the discovery of such unanticipated conditions constitutes a significant change In the Proposal/ Scope of Services. Based on T &M's evaluation of unanticipated conditions, T &M is authorized to take any of the following action: (a) Complete the original Scope of Services in accordance with the procedures originally Intended in the Proposal; or (b) Stop Work pending written agreement with the Client to modify the Scope of Services and Fees as required by the previously unanticipated conditions; or (c) Terminate the Services effective on the date specified by T &M In writing. The Client shall waive any claim against T &M and agrees to indemnify, defend and hold T &M harmless from any claim of liability for injury or loss arising from the encountering of unanticipated conditions. It is acknowledged by both parties that T &M's Scope of Services does not Include any services related to asbestos or hazardous or toxic materials. T &M shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to hazardous materials or toxic substances in any form at the Project site. In the event T &M or any other party encounters asbestos or hazardous or toxic materials at the site of the Project, or should it become known in any way that such materials may be present at the site of the Project or any adjacent areas that may affect the performance of T &M Services, T &M may, at its sole option and without liability for consequential or any other damages, suspend performance of Services on the project until the Client takes steps to identify, abate and /or remove the asbestos or hazardous or toxic materials, and to warrant that the site of the Project is in full compliance with applicable laws. If, in T &M's sole opinion, site conditions represent a threat to the public health or an environmental hazard, T &M will so advise the Client, so the Client may notify appropriate authorities. If the Client fails to act in a responsible manner, T &M may notify the appropriate authorities. The Client waives any claim against T &M and agrees to defend, indemnify and save T &M harmless from any claim or liability arising from the conditions or notifications of conditions at the site. T &M is not responsible for delays caused by factors beyond T &M's reasonable control, including, but not limited to, © T&M ASSOCIATES 2019 PAGE 3 OF delays due to strikes, lockouts, work slowdowns or stoppages, accidents, acts of God, failure of any governmental or other regulatory authority to act in a timely manner, failure of the Client or owner of the Project to furnish timely information or to provide review comments promptly; or delays caused by faulty performance by the Client, consultants or contractors at any level. In no event shall T &M be liable In contract, tort, strict liability or otherwise for any incidental, special, indirect, consequential, punitive or exemplary damages, including but not limited to loss caused by delay, commercial loss, or lost profits or revenues or opportunities resulting from any service furnished by T &M under this Agreement. :M INSURANCE. a. LIMITS. T &M shall maintain for the term of this project the following types of insurance and minimum limits: (1) Worker's Compensation and Employer's Liability insurance, perstatutory limits; (10 Comprehensive General Liability Insurance, a total of $1,000,000 each occurrence and $2,000,000 in aggregate; (ill) Comprehensive Automobile Liability Insurance, a total of $1,000,000 each occurrence and $2,000,000 in aggregate; and (Iv) Professional Errors and Omissions insurance with a per claim limit of not less than $3,000,000. Certificates for policies of Insurance will be provided to the PROJECT OWNER upon request. b. WAIVER OF SUBROGATION. Both Parties waive all rights against each other and their respective subconsultants, subcontractors, employees, and agents for any and all damages caused by fire or other causes of loss to the extent covered by insurance set forth herein, except such rights as they may to the proceeds of insurance. The waiver shall be effective as to a person or entity (a) even though that person or entity would otherwise have a duty of indemnification, contractual or other, (b) even though that person or entity did not pay the insurance premium directly or indirectly, or (c) whether or not the person or entity had an Insurable interest in the damaged property. FEIN z # T &M agrees, subject to the provisions contained herein, to indemnify the Client, and the Client's officers, directors and employees, from and against any losses, damages and judgments arising from claims by third parties but only to the extent they are found to be caused solely by T &M's negligent acts, errors or omissions in the performance of professional services underthis Agreement. T &M's obligation to indemnify and hold harmless the Client and its officers, directors, and employees does not include a dutyto defend. This indemnification provision is subject to and limited by the provisions agreed to by the Client and T &M in the "Limitations of Liability" section of these Standard Terms and Conditions. The Client agrees, subject to the provisions contained herein, to indemnify T &M, and T &M's officers, directors and employees, from and against any losses, damages and judgments caused by the Client's acts, errors or omissions and by any of Client's contractors, subcontractors or consultants or anyone for whom the Client is legally liable. Flsfl11fRiiY7fiP .fii;�RflilfPi*! The Client and T &M agree that T &M's total liability for any and all losses, judgments, injuries, claims, expenses and damages arising out of, resulting from or in any way relating to this Agreement or T &M's Services, shall be limited to the total sum of $50,000.00 or T &M's total fee for Services rendered on this Project, whichever is less. The Client hereby releases T &M from any liability above such amount. The Client waives such claims and causes including, but not limited to, negligence, professional errors or omissions, direct or indirect damages, delays, consequential damages, lost profits, strict liability, and breach of contract or breach of warranty. MGOVERNING LAW. The laws of the State within which the Project is located will govern the validity of this Agreement, its interpretation and performance. Unless otherwise provided in our proposal, T &M is and shall be an independent contractor in the performance of services under the Agreement, maintaining complete control of its employees and operations and neither T &M nor anyone employed by T &M shall be the agent, representative, employee or servant of the Client In the performance of services under this Agreement. F4£3Is Neither T &M nor the Client shall assign or transfer their Interest in the Agreement without the written consent of the other Party. However, nothing contained in this paragraph shall prevent T &M from employing such consultants or subconsultants as T &M may deem appropriate. The covenants and agreements contained herein shall apply to and be binding upon the Parties hereto and upon their respective assigns and successors. 0 T &M AssocwES 2019 PAGE 4 OF The Client and T &M specifically waive their rights to a jury trial to resolve any and all claims, Including, but not limited to, those sounding in contract, tort or statute, against the other rising out of or connected in any way to this Agreement and Project because the Parties hereto believe that the complex commercial and professional aspects of their dealings with one another make a jury determination neither desirable nor appropriate. The Client and T &M agree that theyshall submit any and all unsettled claims, counterclaims or other unresolved disputes to non - binding mediation, where each Party shall pay its own costs and fifty percent (50 %) of the mediator's fees. This provision shall not apply to fee collection lawsuits. Any and all claims and / or causes of action between the Parties arisingout of or relating to this Agreement may be brought by either Partywithin eight (8) years of substantial completion of the Project or termination of this Agreement, whichever is sooner. If any provision contained herein is held to be unenforceable by a court of law or equity, the Agreement shall be construed as if such provision did not exist and the unenforceability of such a provision shall not be held to render any other provision of the Agreement unenforceable. 22.5URVIVAL. The express representations, indemnification and limitations of liability contained In this Agreement will survive the completion of all services of T &M under this Agreement or the termination of this Agreement for any reason. 23. EXECUTION. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same agreement. Execution and delivery of this Agreement may be evidenced by e-mail or facsimile transmission. , This Agreement (consisting of (1) Proposal /Scope of Services and (2) Standard Terms & Conditions) comprises the final and complete agreement between the Client and T &M. It supersedes all prior or contemporaneous communications or Agreements, whether oral or written, relating to the subject matter of this Agreement. Execution of this Agreement signifies that each Party has read the document thoroughly, has had the opportunity to have questions explained by Independent counsel and accepts the terms and conditions contained herein. Amendments to this Agreement shall not be binding unless made in writing and signed by both the Client and T &M. In the event the Client provides any kind of work authorization whatsoever, verbal or written, for the commencement of MIA's Services or any Additional Services, or any portions thereof, prior to the Client's execution of this Agreement, these terms and conditions, including terms of payment herein, shall govern the Services performed by T &M pursuant to the Project and shall be binding upon the Parties. To the extent the Client provides its own agreement and that agreement Is silent with respect to any term or condition expressed herein, these conditions shall prevail and shall be binding upon the Parties. In the event of a conflict between the Standard Terms and Conditions and the Proposal / Scope of Services, the Standard Terms and Conditions will control. © T &M ASSOCIATES 2019 PAGE T &M occasionally uses part -time and temporary staff to meet peak workload demands, and these staff will be billed in accordance with the attached rate schedule. BillingTitie Billing Rate /Hour Intern $87.00 Administrative Support Staff Junior Field Staff $116.00 JunlorTechnical Staff $142.00 Technical Staff $163.00 Field Staff Junior Professional Staff $175.00 Senior Technical + Field Staff Professional Staff $188.00 SupervisingTechnicai Staff Senior Professional Staff $206.00 Group Manager Department Manager $213.00 Corporate Manager M -2019 T &M occasionally uses part -time and temporary staff to meet peak workload demands, and these staff will be billed in accordance with the attached rate schedule. SCHEDULE OF MISCELLANEOUS CHARGES Effective: January 1, 2020 Contracted Services Including subconsultants, contracted labor, Sub - professionals, and subcontractors ................. ............................... ........................Invoice Cost + 15% Direct Expenses ® Disbursements to agencies, vendors and suppliers Includes: equipment; interstate transportation; permit, application, review, and similar fees; printing, plotting, reproduction, binding, and other graphic services; outside computer services; title, research, and data services; courier and express services; project field office expenses; and out -of -state telephone costs .................. ........................Invoice Cost ® Other Charges Mileage ........................................... ............................... ...................Commensurate with IRS Guidelines Travel and Subsistence ................................................... ............................... ........................Invoice Cost FieldVehicles ....................................................................... ............................... .......................$105 /Day �1 ►1