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ARTICLE 7. CLIENT'S RESPONSIBILITIES
<br />A. To permit WIDSETH to perform the services required hereunder, the CLIENT shall supply, in
<br />proper time and sequence, the following at no expense to WIDSETH:
<br />1. Provide all program, budget, or other necessary information regarding its requirements
<br />as necessary for orderly progress of the work.
<br />2. Designate in writing, a person to act as CLIENT's representative with respect to the
<br />services to be rendered under this Agreement. Such person shall have authority to
<br />transmit instructions, receive instructions, receive information, interpret and define
<br />CLIENT's policies with respect to WIDSETH's services.
<br />Furnish, as required for performance of WIDSETH's services (except to the extent
<br />provided otherwise in the Letter Agreement or any Exhibits attached hereto), data
<br />prepared by or services of others, including without limitation, core borings, probes and
<br />subsurface explorations, hydrographic and geohydrologic surveys, laboratory tests and
<br />inspections of samples, materials and equipment; appropriate professional
<br />interpretations of all of the foregoing; environmental assessment and impact
<br />statements; property, boundary easement, right -of -way, topographic and utility surveys;
<br />property descriptions; zoning, deed and other land use restriction; and other special
<br />data not covered in the Letter Agreement or any Exhibits attached hereto.
<br />4. Provide access to, and make all provisions for WIDSETH to enter upon publicly or
<br />privately owned property as required to perform the work.
<br />5. Act as liaison with other agencies or involved parties to carry out necessary
<br />coordination and negotiations; furnish approvals and permits from all governmental
<br />authorities having jurisdiction over the Project and such approvals and consents from
<br />others as may be necessary for completion of the Project.
<br />6. Examine all reports, sketches, drawings, specifications and other documents prepared
<br />and presented by WIDSETH, obtain advice of an attorney, insurance counselor or
<br />others as CLIENT deems necessary for such examination and render in writing,
<br />decisions pertaining thereto within a reasonable time so as not to delay the services of
<br />WIDSETH.
<br />7. Give prompt written notice to WIDSETH whenever CLIENT observes or otherwise
<br />becomes aware of any development that affects the scope of timing of WIDSETH's
<br />services or any defect in the work of Construction Contractor(s), Consultants or
<br />WIDSETH.
<br />8. Initiate action, where appropriate, to identify and investigate the nature and extent of
<br />asbestos and /or pollution in the Project and to abate and /or remove the same as may
<br />be required by federal, state or local statute, ordinance, code, rule, or regulation now
<br />existing or hereinafter enacted or amended. For purposes of this Agreement, 'pollution"
<br />and "pollutant" shall mean any solid, liquid, gaseous or thermal irritant or contaminant,
<br />including smoke, vapor, soot, alkalis, chemicals and hazardous or toxic waste.
<br />Hazardous or toxic waste means any substance, waste pollutant or contaminant now or
<br />hereafter included within such terms under any federal, state or local statute,
<br />ordinance, code, rule or regulation now existing or hereinafter enacted or amended.
<br />Waste further includes materials to be recycled, reconditioned or reclaimed.
<br />If WIDSETH encounters, or reasonably suspects that it has encountered, asbestos or
<br />pollution in the Project, WIDSETH shall cease activity on the Project and promptly
<br />notify the CLIENT, who shall proceed as set forth above. Unless otherwise specifically
<br />provided in the Letter Agreement, the services to be provided by WIDSETH do not
<br />include identification of asbestos or pollution, and WIDSETH has no duty to identify or
<br />attempt to identify the same within the area of the Project.
<br />With respect to the foregoing, CLIENT acknowledges and agrees that WIDSETH is not
<br />a user, handler, generator, operator, treater, storer, transporter or disposer of asbestos
<br />or pollution which may be encountered by WIDSETH on the Project. It is further
<br />understood and agreed that services WIDSETH will undertake for CLIENT may be
<br />uninsurable obligations involving the presence or potential presence of asbestos or
<br />pollution. Therefore, CLIENT agrees, except (1) such liability as may arise out of
<br />WIDSETH's sole negligence in the performance of services under this Agreement or (2)
<br />to the extent of insurance coverage available for the claim, to hold harmless, indemnify
<br />and defend WIDSETH and WIDSETH's officers, subcontractor(s), employees and
<br />agents from and against any and all claims, lawsuits, damages, liability and costs,
<br />including, but not limited to, costs of defense, arising out of or in any way connected
<br />with the presence, discharge, release, or escape of asbestos or pollution. This
<br />indemnification is intended to apply only to existing conditions and not to conditions
<br />caused or created by WIDSETH. This indemnification shall survive the termination of
<br />this Agreement.
<br />9. Provide such accounting, independent cost estimating and insurance counseling
<br />services as may be required for the Project, such legal services as CLIENT may require
<br />or WIDSETH may reasonably request with regard to legal issues pertaining to the
<br />Project including any that may be raised by Contractor(s), such auditing service as
<br />CLIENT may require to ascertain how or for what purpose any Contractor has used the
<br />moneys paid under the construction contract, and such inspection services as CLIENT
<br />may require to ascertain that Contractor(s) are complying with any law, rule, regulation,
<br />ordinance, code or order applicable to their furnishing and performing the work.
<br />10. Provide "record" drawings and specifications for all existing physical features,
<br />structures, equipment, utilities, or facilities which are pertinent to the Project, to the
<br />extent available.
<br />11. Provide other services, materials, or data as maybe set forth in the Letter
<br />Agreement or any Exhibits attached hereto.
<br />B. WIDSETH may use any CLIENT provided information in performing its services.
<br />WIDSETH shall be entitled to rely on the accuracy and completeness of information
<br />furnished by the CLIENT. If WIDSETH finds that any information furnished by the CLIENT
<br />is in error or is inadequate for its purpose, WIDSETH shall endeavor to notify the CLIENT.
<br />However, WIDSETH shall not be held responsible for any errors or omissions that may
<br />arise as a result of erroneous or incomplete information provided by CLIENT.
<br />ARTICLE 8. OPINIONS OF COST
<br />Opinions of probable project cost, construction cost, financial evaluations, feasibility studies,
<br />economic analyses of alternate solutions and utilitarian considerations of operations and
<br />maintenance costs provided for in the Letter Agreement or any Exhibits attached hereto are
<br />to be made on the basis of WIDSETH's experience and qualifications and represent
<br />WIDSETH's judgment as an experienced design professional. It is recognized, however, that
<br />WIDSETH does not have control over the cost of labor, material, equipment or services
<br />furnished by others or over market conditions or contractors' methods ofdetermining their
<br />prices, and that any evaluation of any facility to be constructed, or acquired, or work to be
<br />performed on the basis of WIDSETH's cost opinions must, of necessity, be speculative until
<br />completion of construction or acquisition. Accordingly, WIDSETH does not guarantee that
<br />proposals, bids or actual costs will not substantially vary from opinions, evaluations or studies
<br />submitted by WIDSETH to CLIENT hereunder.
<br />ARTICLE 9. CONSTRUCTION PHASE SERVICES
<br />CLIENT acknowledges that it is customary for the architect or engineer who is responsible for
<br />the preparation and furnishing of Drawings and Specifications and other construction- related
<br />documents to be employed to provide professional services during the Bidding and
<br />Construction Phases of the Project, (1) to interpret and clarify the documentation so
<br />furnished and to modify the same as circumstances revealed during bidding and construction
<br />may dictate, (2) in connection with acceptance of substitute or equal items of materials and
<br />equipment proposed by bidders and Contractor(s), (3) in connection with approval of shop
<br />drawings and sample submittals, and (4) as a result of and in response to WIDSETH's
<br />detecting in advance of performance of affected work inconsistencies or irregularities in such
<br />documentation. CLIENT agrees that if WIDSETH is not employed to provide such
<br />professional services during the Bidding (if the work is put out for bids) and the Construction
<br />Phases of the Project, WIDSETH will not be responsible for, and CLIENT shall indemnify and
<br />hold WIDSETH, its officers, consultant(s), subcontractor(s), employees and agents harmless
<br />from, all claims, damages, losses and expenses including attorneys' fees arising out of, or
<br />resulting from, any interpretation, clarification, substitution acceptance, shop drawing or
<br />sample approval or modification of such documentation issued or carded out by CLIENT or
<br />others. Nothing contained in this paragraph shall be construed to release WIDSETH, its
<br />officers, consultant(s), subcontractor(s), employees and agents from liability for failure to
<br />perform in accordance with professional standards any duty or responsibility which
<br />WIDSETH has undertaken or assumed under this Agreement.
<br />ARTICLE 10. REVIEW OF SHOP DRAWINGS AND SUBMITTALS
<br />WIDSETH may review and approve or take other appropriate action on the contractor's
<br />submittals or shop drawings for the limited purpose of checking for general conformance with
<br />information given and design concept expressed in the Contract Documents. Review and/or
<br />approval of submittals is not conducted for the purpose of determining accuracy and
<br />completeness of other details or for substantiating instructions for installation or performance
<br />of equipment or systems, all of which remain the exclusive responsibility of the contractor.
<br />WIDSETH's review and /or approval shall not constitute approval of safety precautions, or any
<br />construction means, methods, techniques, sequences or procedures. WIDSETH's approval of
<br />a specific item shall not indicate approval of an assembly of which the item is a component.
<br />WIDSETH's review and /or approval shall not relieve contractor for any deviations from the
<br />requirements of the contract documents nor from the responsibility for errors or omissions on
<br />items such as sizes, dimensions, quantities, colors, or locations. Contractor shall remain
<br />solely responsible for compliance with any manufacturer requirements and recommendations.
<br />ARTICLE 11. REVIEW OF PAY APPLICATIONS
<br />If included in the scope of services, any review or certification of any pay applications, or
<br />certificates of completion shall be based upon WIDSETH's observation of the Work and on
<br />the data comprising the contractor's application for payment, and shall indicate that to the
<br />best of WIDSETH's knowledge, information and belief, the quantity and quality of the Work is
<br />in general conformance with the Contract Documents. The issuance of a certificate for
<br />payment or substantial completion is not a representation that WIDSETH has made
<br />exhaustive or continuous inspections, reviewed construction means and methods, verified
<br />any back -up data provided by the contractor, or ascertained how or for what purpose the
<br />contractor has used money previously paid by CLIENT
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