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EXHIBIT A
<br /> • WSB & ASSOCIATES, INC.
<br /> GENERAL CONTRACT PROVISIONS
<br /> ARTICLE I -GENERAL ARTICLE 5-AGREEMENT
<br /> These general contract provisions are incorporated in and become a As used herein Agreement means.
<br /> part of the Agreement to which it is attached between WSB & (1) The agreement for engineenng, surveying and planning
<br /> Associates, Inc,hereinafter referred to as Engineer,and the other services;
<br /> party to the Agreement,City of St.Anthony,hereinafter referred to (2) These general contract provisions;
<br /> as City,wherein the City engages the Engineer to provide certain (3) The attached exhibits,and
<br /> services,more particularly described in Exhibit C,Scope of Work. (4) The supplemental agreement,where applicable
<br /> Either party may be hereinafter referred to as party or,collectively,
<br /> parties The starting date for a project will commence when As to superseding effect,the attached exhibits shall govem over these
<br /> authorized by the City. general provisions, and the supplemental agreement, where
<br /> applicable, shall govem over attached exhibits and these general
<br /> ARTICLE 2-CHANGED CONDITIONS provisions.
<br /> If the Engineer determines that any services it has been directed or
<br /> requested to perform are beyond the scope as set forth in Exhibit B The Agreement constitutes the entire understanding between the
<br /> or that, due to changed conditions or changes in the method or Engineer and City. The Agreement supersedes all prior written or
<br /> manner of administration of the Project, the Engineer's effort oral understanding and may only be amended, supplemented,
<br /> required to perform its services under this Agreement exceeds the modified or canceled by a duly executed written instrument.
<br /> estimate which formed the basis for the Engineers compensation,
<br /> Engineer shall promptly notify the City of that fact. Additional work ARTICLE 6-RESPONSIBILITIES
<br /> and additional compensation for such work,and the extension of A. In order to permit the Engineer to perform the services required
<br /> time for completion thereof, shall be set forth in a supplemental under this Agreement,the City shall,in proper time and sequence
<br /> agreement entered into by the parties prior to proceeding with any and where appropriate to the Project,at no expense to the Engineer:
<br /> additional work or related expenditures. Such supplemental
<br /> agreement shall be incorporated in and become a part of this 1. Provide available information as to its requirements for the
<br /> Agreement.In absence of said supplemental agreement,amounts of Project.
<br /> compensation and time for completion shall be equitably adjusted. 2 Provide access and make(if specified) all provisions for the
<br /> Engineer to enter upon public and pnvate lands to enable the
<br /> ARTICLE 3-TERMINATION Engineer to perform its work under this Agreement.
<br /> • This Agreement may be terminated by either party upon thirty days' 3 Provide such legal, accounting and insurance counseling
<br /> written notice without cause. In the event of termination,copies of services as may be required for this Project,(such as review of
<br /> plans,reports,specifications,electronic drawing/data files(CARD), insurance certificates,bonding clarifications and legal questions
<br /> field data,notes,and other documents whether written,printed or regarding property acquisition or assessment).
<br /> recorded on any medium whatsoever, finished or unfinished, 4. Notify the Engineer whenever the City observes or otherwise
<br /> prepared by the Engineer pursuant to this Agreement and pertaining becomes aware of any defect in the Project
<br /> to the work or to the Project,(hereinafter"Instruments of Service"), 5. The City Manager or a person or persons designated,shall act as
<br /> shall be made available to the City pursuant to Article 4. All City's representative with respect to the services to be rendered
<br /> provisions of this Agreement allocating responsibility or liability under this Agreement. The City's representative shall have the
<br /> between the City and Engineer shall survive the completion of the authority to transmit and receive instructions and information
<br /> services hereunder and/or the termination of this Agreement. and to interpret and define the City's policies with respect to
<br /> services rendered by the Engineer.
<br /> ARTICLE 4-REUSE AND DISPOSITION OF INSTRUMENTS OF 6 Furnish data(and professional interpretations thereof)prepared
<br /> SERVICE by or services performed by others,including where applicable,
<br /> During the course of the work,the Engineer shall make available to but not limited to,previous reports,core borings,probings and
<br /> the City copies of the Instruments of Service. At the time of sub-surface explorations, hydrographic and hydrogeologic
<br /> completion or termination of the work, the Engineer shall make surveys,laboratory tests and inspection of samples,materials
<br /> available to the City the Instruments of Service upon(i)payment of and equipment;appropriate professional interpretations of the
<br /> amounts due and owing for work performed and expenses incurred foregoing data; environmental assessment and impact
<br /> as allowed in this Agreement to the date and time of termination,and statements; property, boundary, easement, right-of--way,
<br /> (ii)fulfillment of the City's obligation under this Agreement Upon topographic and utility surveys;property description;zoning,
<br /> payment,the Engineer and City will jointly own said Lutruments of deed and other land use restrictions;and other special data not
<br /> Service. Any use or re-use of such Instruments of Service by the itemized in Exhibit B.
<br /> City or others without written verification or adaption by the 7. Review all reports,sketches,drawings,specifications and other
<br /> Engineer except for the specific purpose intended will be at the documents prepared and presented by the Engineer, obtain
<br /> City's risk and full legal responsibility. advice of legal,accounting and insurance counselors or others
<br /> as City deems necessary for such examinations and render in
<br /> The City agrees,to the fullest extent permitted by law,to indemnify writing decisions pertaining thereto within reasonable times so
<br /> and hold the Engineer harmless from any claim, liability or cost as not to delay the performance by the Engineer of the services
<br /> (including reasonable attorneys'fees,and defense costs)arising or to be rendered pursuant to this AgreemenL
<br /> allegedly arising out of any unauthorized reuse or modification of 8 Where appropriate, endeavor to identify, remove and/or
<br /> these Instruments of Service by the City or any person or entity that encapsulate asbestos products or materials or pollutants located
<br /> • acquires or obtains the reports, plans and specifications from or in the project area prior to accomplishment by the Engineer of
<br /> through the City without the written authorization of the Engineer. any work on the Project
<br /> Under no circumstances shall transfer of Instruments of Service be 9. Provide record drawings and specifications(if available)for all
<br /> deemed a sale by Engineer,and Engineer makes no warranties,either existing physical plants of facilities which are pertinent to the
<br /> expressed or implied, of merchantability and fitness for any Project.
<br /> particular purpose.
<br /> Exhibit A Page 1 of 3 F:% ..pd
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