Village of Red Hook Pedestrian Improvement Master Plan — Proposal for Services

R5010-0002 October 22, 2025 Revised March 2, 2026

Amy Smith, Trustee Village of Red Hook Village Hall 7467 S Broadway Red Hook, NY 12571

Re: Village of Red Hook Pedestrian Improvement Master Plan Proposal for Services

Dear Amy:

Tighe & Bond, providing services in New York by T&B Engineering and Landscape Architecture, P.C., (Tighe & Bond) is pleased to present this proposal to assist the Village of Red Hook with a Pedestrian Improvement Master Plan.

Project Understanding

Our project understanding is based on the following assumptions:

1. The project area includes two portions of roadway in the Village of Red Hook (see also plan markup below):

   • a. NYS Route 9 from the CVS south to the Village of Red Hook Public Library

   • b. NYS Route 199 from Grave Street west to Church Street.

2. The existing sidewalks in the area of study are very narrow and cannot simultaneously accommodate pedestrian walkways, trees, utility poles, and furnishings. The Village of Red Hook would like to evaluate, among other strategies, reducing on-street parking in strategic locations to create more space for an enhanced pedestrian experience.

3. The scope of the project includes inventory and assessment of the existing pedestrian infrastructure, including streetscape, crosswalks, wayfinding, lighting, furnishings, and conflicts with utility infrastructure (overhead electric, fire hydrants, etc.), identification of improvements to enhance the pedestrian experience, community engagement to solicit input on the issues and recommendations, preparation of order-of-magnitude costs, and master plan/renderings, and final master plan report suitable for applying for grants.

4. The Village of Red Hook recently completed a Village-wide speed study to support an overall reduction in speed limit.

5. The Village of Red Hook intends to apply for a Hudson River Valley Greenway Compact Grant to support the preparation of a project master plan.

6. A construction budget for the pedestrian improvements has not been established.

47 West Market Street, Suite 2 • Rhinebeck, NY 12572 • Tel 845.516.5800 Services in New York provided by T&B Engineering and Landscape Architecture, P.C.

www.tighebond.com

7. The Village would like a master plan for the study area to be completed, with identification of discrete projects that could be completed in phases based on complexity and budgetary requirements.

Scope of Services

Based on our understanding of the project scope and objectives, we proposed to organize the work into three phases.

Phase 1 – Concept Design and Public Meeting

1. Project Kickoff and Site Visit

To develop a shared understanding of the project and the site, we propose initiating the project with an in-person kickoff meeting and site visit at which we will:

• Review project objectives and aspirations

• Establish key project ‘Steering Committee’ and key stakeholders

• o Review schedule and deliverables

• Discuss public engagement strategy and methodology

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o Walk the site to review, photo document, and inventory the site conditions.

2. Basemap Development

We will prepare a composite basemap utilizing available GIS mapping, survey information, and field conditions observed during our site visit. The basemap will depict the approximate locations of buildings, roadway curbs, sidewalks, trees, furnishings, on-street parking, drive lanes, crosswalks, utility poles, fire hydrants, and other miscellaneous improvements relevant to the design of the pedestrian experience. A project specific survey, prepared by a licensed land surveyor is beyond the scope of this project.

3. Site Inventory and Analysis

   • Based on the basemap, field observations, and available public data, such as traffic count data from NYSDOT, we will inventory and analyze existing site information relevant to the project, including sidewalks, street trees, bike routes, crosswalks, onstreet and off-street parking, bus stops, pedestrian and roadway lighting, wayfinding signage, and land use (ex. active building storefronts vs. residential or other nonpublic uses.

4. Opportunities and Constraints Evaluation

Based on the Site Inventory and Analysis, we will identify major opportunities and constraints for improving the pedestrian experience along the corridor.

5. Concept Master Plan Development

Based on the site inventory and analysis findings, we will explore and evaluate a conceptual pedestrian improvement plan. We anticipate that consideration will be given, not limited to, the following:

• Improving safety for pedestrians on the sidewalk and in crosswalks.

• Creating a clear and strong sense of place unique to the Village of Red Hook.

• Identifying a wayfinding strategy to support pedestrian and driver navigation.

• o Improving the pedestrian experience through incorporating street trees, pedestrian-scale lighting, and materials that are attractive, durable, and appropriate to the local setting.

• Promoting alternate modes of transportation, where possible.

• Identifying discrete and implementable projects within the study area

6. Meeting with NYSDOT

Prepare and participate in a virtual meeting with NYSDOT and Dutchess County Transportation Council to review the proposed master plan and solicit feedback.

7. Concept Refinement and Presentation Graphics

Based on the feedback from the Steering Committee, NYSDOT, and key stakeholders, we will refine the conceptual pedestrian master plan and prepare three (3) to four (4) design graphics (plans, sections, or perspective views) to convey the design intent for the Public Meeting.

8. Public Meeting: ‘Share’ Session

Prepare and participate in one (1) hybrid Public Community Meeting to present the analysis, conceptual site layouts, and associated graphics and solicit community feedback.

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Phase 2 – Final Master Plan and Report

1. Final Master Plan

In collaboration with the Steering Committee, review and synthesize the feedback from the Public Meeting into a final master plan indicating discrete projects that can be completed in a phased manner as municipal capacity and/or budget allows.

2. Opinion of Probable Construction Cost

• Develop a concept-level Opinion of Probable Construct Cost (OPCC) of the projects within the master plan .

3. Prioritization and Implementation Matrix

• In collaboration with the Steering Committee and based on the Village’s priorities, available funding, and potential grant opportunities, identify separate projects with respective costs for implementation and designate them as low, medium, or high level of effort. The matrix will also identify potential funding sources for projects.

4. Final Report

Prepare a Feasibility Study Report that documents the site inventory and analysis, the community engagement process, feedback from the community, NYSDOT, and other stakeholders, the concept design, the concept-level Opinion of Probable Construction Cost (OPCC), and the Prioritization and Implementation Matrix to guide the project through completion.

Meeting Summary

Included in the Scope of Services is coordination with the Steering Committee, attendance at four (4) steering committee meetings to be attended virtually, one (1) site visit / kickoff meeting, one (1) virtual meeting with NYSDOT and DCTC, and one (1) hybrid public meeting in Red Hook that we will attend in person.

Assumptions and Exclusions

In an effort to provide you with a reasonable budget for the desired services, we have prepared a detailed scope of services based upon our understanding of your needs. The following section describes exclusions used in the development of our scope of services and budgetary estimates. Our scope of services does not currently include the following tasks, however they may become necessary based on the findings of the above scope of services. We can provide these services as an amendment to this agreement:

1. This proposal does not include the following tasks.

   • a. Services for site survey, geotechnical engineering, electrical engineering, structural engineering, security consulting, hazardous building materials assessments (HBMA) graphics/wayfinding, wetland delineation, environmental services, wildlife field services, horticulture/arborist consulting, artist consulting and artists, irrigation design, cultural resource assessment of historic structures or archeological resources, and natural resource surveys.

   • b. Field investigations, video-scoping, testing, and excavations of utilities.

   • c. Field measurements and elevations of utility inverts.

   • d. Traffic Study and Parking analysis.

   • e. Subsequent design phases.

   • f. LEED evaluation and documentation.

   • g. Drone imagery.

   • h. Permitting services.

   • i. Services not explicitly described in the scope of services.

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Schedule

As a basis for our proposal, we have assumed the following general schedule. Phase 1 – Concept Design and Public Meeting 6 to 8 weeks Phase 2 – Final Master Plan and Report 4 to 6 weeks

Fee

Tighe & Bond will perform these services for a lump sum fee of $30,000, invoiced monthly based on percentage complete. In the event that the scope of work is increased for any reason, the lump sum fee to complete the work shall be mutually revised by written amendment. Our attached Terms and Conditions is part of this letter agreement. The included schedule and fees are based on the above scope of work and assumptions. The schedule includes reasonable allowances for review and approval times by applicable parties. This schedule may need to be adjusted as the project progresses, allowing for changes in scope, character or size of the project requested by you, or for delays or other causes beyond our reasonable control.

This proposal is based on our current understanding of the scope of services and the scope of the Project as noted above that we believe are required for the successful completion of this project. Please call with any questions or concerns.

We look forward to working with you on this exciting and important project.

Very truly yours,

T&B Engineering and Landscape Architecture, P.C.

Brandee K. Nelson, PE, LEED AP Sean Ragan, PLA fp-L Oe-~ Mache Vice President Senior Landscape Architect (845) 516-5803 (203) 240-5835

ACCEPTANCE:

On behalf of the Village of Red Hook , the scope, fee, and terms of this proposal are hereby accepted.

Authorized Representative Date

Enclosures: Terms and Conditions Rev 4/2020

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T&B ENGINEERING AND LANDSCAPE ARCHITECTURE, P.C. TERMS AND CONDITIONS

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“CLIENT” is defined in the acceptance line of the accompanying proposal letter or the name the proposal is issued to; T&B Engineering and Landscape Architecture, P.C. is hereby referenced as “CONSULTANT”; “PROJECT” is defined in the accompanying proposal letter

1. SCHEDULE OF PAYMENTS

1.1 Invoices will generally be submitted once a month for services performed during the previous month. Payment will be due within 30 days of invoice date. Monthly payments to CONSULTANT shall be made on the basis of invoices submitted by CONSULTANT and approved by CLIENT. If requested by CLIENT, monthly invoices may be supplemented with such supporting data as reasonably requested to substantiate them.

1.2 In the event of a disagreement as to billing, the CLIENT shall pay the agreed portion.

1.3 Interest will be added to accounts in arrears at the rate of one and one-half (1.5) percent per month (18 percent per annum) or the maximum rate allowed by law, whichever is less, of the outstanding balance. In the event counsel is retained to obtain payment of an outstanding balance, CLIENT will reimburse CONSULTANT for all reasonable attorney’s fees and court costs.

1.4 If CLIENT fails to make payment in full within 30 days of the date due for any undisputed billing, CONSULTANT may, after giving seven days’ written notice to CLIENT, suspend services and retain work product until paid in full, including interest. In the event of suspension of services, CONSULTANT will have no liability to CLIENT for delays or damages caused by such suspension.

2. SUCCESSORS AND ASSIGNS

2.1 CLIENT and CONSULTANT each binds itself, its partners, successors, assigns and legal representatives to the other parties to this Agreement and to the partners, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. CONSULTANT shall not assign, sublet or transfer its interest in this Agreement without the written consent of CLIENT, which consent shall not be unreasonably withheld.

2.2 This Agreement represents the entire and integrated Agreement between CLIENT and CONSULTANT and supersedes all prior negotiations, representations or Agreements, whether written or oral. This Agreement may be amended only by written instrument signed by both CLIENT and CONSULTANT. References to this agreement include these Terms & Conditions, any accompanying proposal or description of services, as well as any other documents referenced or incorporated therein. In the event one or more provisions of any of the foregoing documents conflict with the provisions of these Terms & Conditions, the provisions of these Terms & Conditions shall control.

2.3 Nothing contained in this Agreement shall create a contractual relationship or cause of action in favor of a third party against CLIENT or against CONSULTANT.

3. STANDARD OF CARE

3.1 In providing services, CONSULTANT will use that degree of care and skill ordinarily exercised under similar circumstances by individuals providing such services in the same or similar locality for similar projects.

4. TERMINATION

4.1 This Agreement may be terminated by either party upon seven days’ written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. In addition, CLIENT may terminate this Agreement for its convenience at any time by giving written notice to CONSULTANT. In the event of any termination, CLIENT will pay CONSULTANT for all services rendered and reimbursable expenses incurred under the Agreement to the date of termination and all services and expenses related to the orderly termination of this Agreement.

5. RECORD RETENTION

5.1 CONSULTANT will retain pertinent records relating to the services performed for the time required by law, during which period the records will be made available upon reasonable request and upon reimbursement for any applicable retrieval/copying charges.

5.2 Samples - All soil, rock and water samples will be discarded 30 days after submission of CONSULTANT’s report, unless mutually agreed otherwise or unless CONSULTANT’s customary practice is to retain for a longer period of time for the specific type of services which CONSULTANT has agreed to perform. Upon request and mutual agreement regarding applicable charges, CONSULTANT will ship, deliver and/or store samples for CLIENT.

6. OWNERSHIP OF DOCUMENTS

6.1 All reports, drawings, specifications, computer files, field data, notes, and other documents, whether in paper or electronic format or otherwise (“documents”), are instruments of service and shall remain the property of CONSULTANT, which shall retain all common law, statutory and other reserved rights including, without limitation, the copyright thereto. CLIENT’s payment to CONSULTANT of the compensation set forth in the Agreement shall be a condition precedent to the CLIENT’s right to use documents prepared by CONSULTANT.

6.2 Documents provided by CONSULTANT are not intended or represented to be suitable for reuse by CLIENT or others on any extension or modification of this PROJECT or for any other projects or sites. Documents provided by CONSULTANT on this PROJECT shall not, in whole or in part, be disseminated or conveyed to any other party, nor used by any other party, other than regulatory agencies, without the prior written consent of CONSULTANT. Reuse of documents by CLIENT or others on extensions or modifications of this project or on other sites or use by others on this PROJECT, without CONSULTANT’s written permission and mutual agreement as to scope of use and as to compensation, if applicable, shall be at the user's sole risk, without liability on CONSULTANT’s part, and CLIENT agrees to indemnify and hold CONSULTANT harmless from all claims, damages, and expenses, including attorney's fees, arising out of such unauthorized use or reuse.

6.3 Electronic Documents - CONSULTANT cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic writeable format. If CONSULTANT provides documents in writeable electronic format for CLIENT’s convenience, CLIENT agrees to waive any and all claims against CONSULTANT resulting in any way from the unauthorized use, alteration, misuse or reuse of the electronic documents, and to defend, indemnify, and hold CONSULTANT harmless from any claims, losses, damages, or costs, including attorney’s fees,

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arising out of the unauthorized use, alteration, misuse or reuse of any electronic documents provided to CLIENT.

6.4 Electronic Data Bases – In the event that CONSULTANT prepares electronic data bases, geographical information system (GIS) deliverables, or similar electronic documents, it is acknowledged by CLIENT and CONSULTANT that such PROJECT deliverables will be used and perhaps modified by CLIENT and that CONSULTANT’s obligations are limited to the deliverables and not to any subsequent modifications thereof. Once CLIENT accepts the delivery of maps, databases, or similar documents developed by CONSULTANT, ownership is passed to CLIENT. CONSULTANT will retain the right to use the developed data and will archive the data for a period of three years from the date of PROJECT completion.

7. INSURANCE

7.1 CONSULTANT will retain Workmen's Compensation Insurance, Professional Liability Insurance with respect to liabilities arising from negligent errors and omissions, Commercial General Liability Insurance, Excess Liability, Unmanned Aircraft, Cyber Liability, and Automobile Liability during this PROJECT. CONSULTANT will furnish certificates at CLIENT’s request. 7.2 Risk Allocation - To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of the CONSULTANT to the CLIENT and anyone claiming by or through the CLIENT, for any and all claims, losses, costs or damage, of any nature whatsoever, the liability of CONSULTANT to all claimants with respect to this PROJECT will be limited to an aggregate sum not to exceed $100,000 or CONSULTANT’s compensation for consulting services, whichever is greater. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

7.3 Damages – Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither CLIENT nor CONSULTANT, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the PROJECT or to this Agreement. This mutual waiver of certain damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that may be incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both CLIENT and CONSULTANT shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this PROJECT.

7.4 CLIENT agrees that any and all limitations of CONSULTANT’s liability or waivers of damages by CLIENT to CONSULTANT shall include and extend to those individuals and entities CONSULTANT retains for performance of the services under this Agreement, including but not limited to CONSULTANT’s officers, partners, and employees and their heirs and assigns, as well as CONSULTANT’s subconsultants and their officers, employees, and heirs and assigns.

8. DISPUTE RESOLUTION

8.1 In the event of a disagreement arising out of or relating to this Agreement or the services provided hereunder, CLIENT and CONSULTANT agree to attempt to resolve any such

disagreement through direct negotiations between senior, authorized representatives of each party. If any disagreement is not resolved by such direct negotiations, CLIENT and CONSULTANT further agree to consider using mutually acceptable non-binding mediation service in order to resolve any disagreement prior to proceeding to litigation.

9. SITE ACCESS

9.1 Right of Entry - Unless otherwise agreed, CLIENT will furnish right-of-entry on the land for CONSULTANT to make any surveys, borings, explorations, tests or similar field investigations. CONSULTANT will take reasonable precautions to limit damage to the land from use of equipment, but the cost for restoration of any damage that may result from such field investigations is not included in the agreed compensation for CONSULTANT. If restoration of the land is required greater than those included in the scope of work, upon mutual agreement this may be accomplished as a reimbursable additional service at cost plus ten percent.

9.2 Damage to Underground Structures - Reasonable care will be exercised in locating underground structures in the vicinity of proposed subsurface explorations. This may include contact with the local agency coordinating subsurface utility information and/or a review of plans provided by CLIENT or CLIENT representatives for the site to be investigated. CONSULTANT shall be entitled to rely upon any information or plans prepared or made available by others. In the absence of physically confirmed underground structure locations, CLIENT agrees to accept the risk of damage and costs associated with repair and restoration of damage resulting from the exploration work.

10. OIL AND HAZARDOUS MATERIALS

10.1 If, at any time, evidence of the existence or possible existence of asbestos, oil, or other hazardous materials or substances is discovered, outside of any agreed scope of work or greater than those anticipated in any agreed scope of work, CONSULTANT reserves the right to renegotiate the fees for CONSULTANT’s services and CONSULTANT’s continued involvement in the PROJECT. CONSULTANT will notify CLIENT as soon as practical if evidence of the existence or possible existence of such hazardous materials or substances is discovered.

10.2 The discovery of the existence or possible existence of hazardous materials or substances, outside or greater than any proposed in the agreed scope of work, may make it necessary for CONSULTANT to take accelerated action to protect human health and safety, and/or the environment. CLIENT agrees to compensate CONSULTANT for the cost of any and all measures that in its professional opinion are appropriate to preserve and/or protect the health and safety of the public, the environment, and/or CONSULTANT’s personnel. To the full extent permitted by law, CLIENT waives any claims against CONSULTANT and agrees to indemnify, defend and hold harmless CONSULTANT from any and all claims, losses, damages, liability, and costs, including but not limited to cost of defense, arising out of or in any way connected with the existence or possible existence of such hazardous materials substances at the site.

11. SITE INVESTIGATIONS

11.1 In soils, groundwater, soil gas, indoor air, or other investigations, conditions may vary between successive test points and sample intervals and for locations at or between where observations, exploration, and investigations have been

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made. Because of the variability of conditions and the inherent uncertainties in such evaluations, explorations, or investigations, changed or unanticipated conditions may occur that may affect overall PROJECT costs and/or execution. These variable conditions and related impacts on cost and PROJECT execution are not the responsibility of CONSULTANT.

11.2 CLIENT recognizes that special risks occur whenever engineering or related disciplines are applied to provide information regarding subsurface conditions. Even an agreed sampling and testing program, implemented with appropriate equipment and personnel with the assistance of a trained professional performing in accordance with the applicable professional standard of care, may provide data or information which differs significantly from that discovered or encountered subsequently. Environmental, geological, and geotechnical conditions, that CONSULTANT may infer to exist between sampling points may differ significantly from those discovered or encountered subsequently. The passage of time also should be considered, and CLIENT recognizes that due to natural occurrences or direct, or indirect human intervention at or near the site, actual conditions may quickly change. CONSULTANT shall not be responsible for the identification of emerging contaminants for which no current regulatory provisions exis ts nor shall CONSULTANT be held liable for not identifying or discussing these compounds even if those compounds are detected at a later date. CLIENT realizes that these risks cannot be eliminated. The services included in this agreement are those agreed to, or selected, consistent with CLIENT’s risk preferences and other considerations including cost and schedule.

11.3 By authorizing CONSULTANT to proceed with the site investigation services, CLIENT confirms that CONSULTANT has not created nor contributed to the presence of any existing hazardous substances or conditions at or near the site. CLIENT recognizes that there is an inherent risk in drilling, borings, punching or driving probes, excavating trenches or implementing other methods of subsurface exploration at or near a site contaminated by hazardous materials. Further, CLIENT recognizes that these are inherent even through the exercise of the Standard of Care. CLIENT accepts the risk and agrees to defend, indemnify, and hold CONSULTANT and each of CONSULTANT’s subcontractors, consultants, officers, directors, and employees harmless against and all claims for damages, costs, or expenses direct or consequential, in connection with a release of hazardous substances, except to the extent that such claims, damages, or losses are adjudicated to have resulted from CONSULTANT’s gross negligence or willful misconduct in the performance of the services.

12. FEDERAL AND STATE REGULATORY AGENCY AUDITS

12.1 For certain services rendered by CONSULTANT, documents filed with federal and state regulatory agencies may be audited after the date of filing. In the event that CLIENT’s PROJECT is selected for an audit, CLIENT agrees to compensate CONSULTANT for time spent preparing for and complying with an agency request for information or interviews in conjunction with such audit. CLIENT will be notified at the time of any such request by an agency, and CONSULTANT will invoice CLIENT based on its standard billing rates in effect at the time of the audit.

13. CLIENT’s RESPONSIBILITIES

13.1 Unless otherwise stated in the Agreement, CLIENT will obtain, arrange, and pay for all notices, permits, and licenses

required by local, state, or federal authorities; and CLIENT will make available the land, easements, rights-of-way, and access necessary for CONSULTANT's services or PROJECT implementation.

13.2 CLIENT will examine CONSULTANT's studies, reports, sketches, drawings, specifications, proposals, and other documents and communicate promptly to CONSULTANT in the event of disagreement regarding the contents of any of the foregoing. CLIENT, at its own cost, will obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CLIENT deems appropriate; and render in writing decisions required by CLIENT in a timely manner.

14. OPINIONS OF COST, FINANCIAL ANALYSES, ECONOMIC FEASIBILITY PROJECTIONS, AND SCHEDULES

14.1 CONSULTANT has no control over cost or price of labor and materials required to implement CLIENT’s PROJECT, unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs, competitive bidding procedures and market conditions, time or quality of performance by operating personnel or third parties, and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, CONSULTANT makes no warranty, expressed or implied, that CLIENT's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from any opinions, analyses, projections, or estimates which may be provided by CONSULTANT. If CLIENT wishes additional information as to any element of PROJECT cost, feasibility, or schedule, CLIENT at its own cost will employ an independent cost estimator, contractor, or other appropriate advisor.

15. CONSTRUCTION PHASE PROVISIONS

The following provisions shall be applicable should the CONSULTANT be retained to provide Construction Phase Services in connection with the PROJECT:

15.1 CLIENT and Contractor - The presence of CONSULTANT's personnel at a construction site, whether as onsite representatives or otherwise, does not make CONSULTANT or CONSULTANT's personnel in any way responsible for the obligations, duties, and responsibilities of the CLIENT and/or the construction contractors or other entities, and does not relieve the construction contractors or any other entity of their respective obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the construction contract documents and for providing and/or enforcing all health and safety precautions required for such construction work.

15.2 Contractor Control - CONSULTANT and CONSULTANT's personnel have no authority or obligation to monitor, to inspect, to supervise, or to exercise any control over any construction contractor or other entity or their employees in connection with their work or the health and safety precautions for the construction work and have no duty for inspecting, noting, observing, correcting, or reporting on health or safety deficiencies of the construction contractor(s) or other entity or any other persons at the site except CONSULTANT's own personnel.

15.3 On-site Responsibility - The presence of CONSULTANT's personnel at a construction site is for the purpose of providing to CLIENT an increased degree of confidence that the

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completed construction work will conform generally to the construction documents and that the design concept as reflected in the construction documents generally has been implemented and preserved by the construction contractor(s). CONSULTANT neither guarantees the performance of the construction contractor(s) nor assumes responsibility for construction contractor's failure to perform work in accordance with the construction documents.

15.4 Payment Recommendations - Recommendations by CONSULTANT to CLIENT for periodic construction progress payments to the construction contractor(s) are based on CONSULTANT's knowledge, information, and belief from selective observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by CONSULTANT to ascertain that the construction contractor(s) have completed the work in exact accordance with the construction documents; that the final work will be acceptable in all respects; that CONSULTANT has made an examination to ascertain how or for what purpose the construction contractor(s) have used the moneys paid; that title to any of the work, materials, or equipment has passed to CLIENT free and clear of liens, claims, security interests, or encumbrances; or that there are no other matters at issue between CLIENT and the construction contractors that affect the amount that should be paid.

15.5 Record Drawings - Record drawings, if required as part of CONSULTANT’s agreed scope of work, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. CONSULTANT is not responsible for any errors or omissions in the information from others that are incorporated into the record drawings.

16. DESIGN WITHOUT CONSTRUCTION PHASE SERVICES

The following provisions shall be applicable should the CONSULTANT be retained to provide design services but not be retained to provide Construction Phase Services in connection with the PROJECT:

16.1 It is understood and agreed that the CONSULTANT's Scope of Services under this proposal does not include project observation or review of the Contractor's performance or any other construction phase services, and that such services will be provided by the CLIENT or others. The CLIENT assumes all responsibility for interpretation of the Contract Documents and for construction observation, and the CLIENT waives any claims against the CONSULTANT that may be in any way connected thereto.

16.2 In addition, the CLIENT agrees, to the fullest extent permitted by law, to indemnify and hold harmless the CONSULTANT, its officers, directors, employees and subconsultants (collectively, CONSULTANT) against all damages, liabilities or costs, including reasonable attorney’s fees and defense costs, arising out of or in any way connected with the performance of such services by other persons or entities and from any and all claims arising from modifications, clarifications, interpretations, adjustments or changes made to the Contract Documents to reflect changed field or other conditions, except for claims arising from the sole negligence or willful misconduct of the CONSULTANT.

17. SCHEDULE

17.1 The CLIENT agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's reasonable control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters, pandemics, or acts of God; fires, riots, war or other emergencies; failure of any government agency to act in timely manner; failure of performance by the CLIENT or the CLIENT's contractors or consultants.

17.2 The CONSULTANT’s schedule includes reasonable allowances for review and approval times required by the CLIENT, performance of services by the CLIENT's consultants, and review and approval times required by public authorities having jurisdiction over the PROJECT. This schedule shall be equitably adjusted as the PROJECT progresses, allowing for changes in scope, character or size of the PROJECT requested by the Client, or for delays or other causes beyond the Consultant's reasonable control.

18. MISCELLANEOUS TERMS

18.1 GOVERNING LAW - The CLIENT and the CONSULTANT agree that this Agreement and any legal actions concerning its validity, interpretation and performance shall be governed by the laws of the jurisdiction where the PROJECT is located, without regard to any conflict of laws provisions, which may apply the laws of other jurisdictions.

18.2 LENDERS' REQUIREMENTS- The CONSULTANT shall not be required to execute any documents subsequent to the signing of this Agreement that in any way might, in the sole judgment of the CONSULTANT, increase the CONSULTANT's contractual or legal obligations or risks, or adversely affect the availability or cost of its professional or general liability insurance.

18.3 CORPORATE PROTECTION - Notwithstanding anything to the contrary contained herein, the CLIENT agrees that as the CLIENT's sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against the CONSULTANT, a Massachusetts corporation, and not against any of the CONSULTANT's individual employees, officers or directors. 18.4 TITLES - The section headings used in this Agreement are intended principally for convenience and shall not be used in interpreting this Agreement or in determining any of the rights or obligations of the parties to this Agreement.

18.5 Upon execution, these terms as incorporated into the accompanying proposal represent the final intent of the parties. Any modification, rescission, or waivers of these terms shall only be effective and binding if agreed to in writing by the parties.

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