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WSB &. ASSOCIATES, INC.
<br />EXHIBIT A
<br />GENERAL CONTRACT PROVISIONS
<br />ARTICLE t - GENERAL
<br />These general contract provisions are incorporated in and become a part
<br />of the Agreement to which it is attached between WSB & Associates,
<br />Inc., hereinafter referred to as Engineer, and the other party to the
<br />Agreement, Lent Township, hereinafter referred to as Town, wherein
<br />the Town engages the Engineer to provide certain services more
<br />particularly described in Exhibit C, Scope of Work. Either party may be
<br />hereinafter referred to as party or, collectively, parties. The starting date
<br />will commence when authorized by the Town.
<br />ARTICLE 2 - CHANGED CONDITIONS
<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 or
<br />that, due to changed conditions or changes in the method or manner of
<br />administration of the Project, the Engineers effort required to perform
<br />in services under this Agreement exceeds the estimate which formed the
<br />basis for the Engineet's compensation, Engineer shall promptly notify
<br />the Town of that fact. Additional work and additional compensation for
<br />such work, and the extension of time for completion thereof, shall be set
<br />forth in a supplemental agreement entered into by the patties prior to
<br />proceeding wide any additional work or related expenditures. Such
<br />supplemental agreement shall be incorporated in and become a part of
<br />this Agreement. In absence of said supplemental agreement, amounts of
<br />compensation and time for completion shall be equitably adjusted.
<br />ARTICLE 3 - TERMINATION
<br />This Agreement may be terminated by either party upon thirty days4
<br />written notice without cause. In the event of termination, copies of
<br />plans, reports, specifications, electronic drawing/data files (CADD), field
<br />data, notes, and other documents whether written, printed or recorded
<br />on any medium whatsoever, finished or unfinished, prepared by the
<br />Engineer pursuant to this Agreement and pertaining to the work or to
<br />the Project, (hereinafter "Instruments of Service"), shall be made
<br />available to the Town pursuant to Article 4. All provisions of this
<br />Agreement allocating responsibility or liability between the Town and
<br />Engineer shall survive the completion of the services hereunder and/or
<br />the termination of this Agreement.
<br />ARTICLE 4 • REUSE AND DISPOSITION OF INSTRUMENTS OF
<br />SERVICE
<br />During the course of the work, the Engineer (shall, if requested,) make
<br />available to the Town copy(ies) of the Instruments of Service. At the
<br />time of completion or termination of the work, the Engineer may make
<br />available to the Town upon (I) payment of amounts due and owing for
<br />work performed and expenses incurred to the date and time of
<br />termination, and (ii) fulfillment of the Towns obligation under this
<br />Agreement. Any use or re -use of such Instruments of Service by the
<br />Town or others without written verification or adaption by the Engineer
<br />except for the specific purpose intended will be at the Townis risk and
<br />full legal responsibility.
<br />The Town agrees, to the fullest extent permitted by law, to indemnify
<br />and hold the Engineer harmless from any claim, liability or cost
<br />(including reasonable attorneys' fees, and defense costs) arising or
<br />allegedly arising out of any unauthorized reuse or modification of these
<br />Instruments of Service by the Town or any person or entity that acquires
<br />or obtains the reports, plans and specifications from or through the
<br />Town without the written authorization of the Engineer. Under no
<br />circumstances shall transfer of Instruments of Service be deemed a sale
<br />by Engineer, and Engineer makes no warranties, either expressed or
<br />implied, of merchantability and fitness for any particular purpose.
<br />ARTICLE 5• AGREEMENT
<br />As used herein Agreement means:
<br />(1) The agreement for engineering, surveying and planning
<br />services;
<br />(2) These general contract provisions;
<br />(3) The attached exhibits; and
<br />(4) The supplemental agreement, where applicable.
<br />As to superseding effect, the attached exhibits shall govern over these
<br />general provisions, and the supplemental agreement, where applicable,
<br />shall govern over attached exhibits and these general provisions.
<br />The Agreement constitutes the entire understanding between the
<br />Engineer and Town. The Agreement supersedes all prior written of otal
<br />understanding and may only be amended, supplemented, modified or
<br />cancelled by a duly executed written instrument.
<br />ARTICLE 6 - RESPONSIBILITIES
<br />A. In order to permit the Engineer to perform the services required
<br />under this Agreement, the Town shall, in proper time and sequence and
<br />where appropriate to the Project, at no expense to the Engineer:
<br />1. Provide available information as to its requirements for the Project.
<br />2. Guarantee access to and make all provisions for the Engineer to
<br />enter upon public and private lands to enable the Engineer to
<br />perform its work under this Agreement.
<br />3. Provide such legal, accounting and insurance counseling services as
<br />may be required for this Project, (such as review of insurance
<br />certificates, bonding clarifications and legal questions regarding
<br />property acquisition or assessment).
<br />4. Notify the Engineer whenever the Town observes or otherwise
<br />becomes aware of any defect in the Project.
<br />5. The Lent Town Board or a person or persons designated, shall act
<br />as Towns representative with respect to the services to be rendered
<br />under this Agreement. The Townas representative shall have the
<br />authority to transmit and receive instructions and information and
<br />to interpret and define the Towns policies with respect to services
<br />rendered by the Engineer.
<br />6. Furnish data (and professional interpretations thereof) prepared by
<br />or services performed by others, including where applicable, but not
<br />limited to, previous reports, core borings, probings and sub -surface
<br />explorations, hydrographic and hydrogeologic surveys, laboratory
<br />tests and inspection of samples, materials and equipment;
<br />appropriate professional interpretations of the foregoing data;
<br />environmental assessment and impact statements; property,
<br />boundary, easement, right-of-way, topographic and utility surveys;
<br />property description; zoning, deed and other land use restrictions;
<br />and other special data.
<br />7. Review all reports, sketches, drawings, specifications and other
<br />documents prepared and presented by the Engineer, obtain advice
<br />of legal, accounting and insurance counselors or others as Town
<br />deems necessary for such examinations and render in writing
<br />decisions pertaining thereto within reasonable times so as not to
<br />delay the performance by the Engineer of the services to be
<br />rendered pursuant to this Agreement.
<br />8. Where appropriate, endeavor to identify, remove and/or
<br />encapsulate asbestos products or materials or pollutants located in
<br />the project area prior to accomplishment by the Engineer of any
<br />work on the Project
<br />9. Provide record drawings and specifications for all existing physical
<br />plants of facilities which are pertinent to the Project.
<br />10. Where available provide other services, materials, or data as may be
<br />set forth.
<br />11. Bear all costs incidental to compliance with the requirements of
<br />this article.
<br />12. Provide the foregoing in a manner sufficiently timely so as not to
<br />delay the performance by the Engineer of the services in accordance
<br />with the Contract Documents.
<br />B. Engineer shall be entitled to rely on the accuracy and completeness
<br />of information or services furnished by the Town or others employed by
<br />the Town. Engineer shall endeavor to verify the information provided
<br />and shall promptly notify the Town if the Engineer discovers that any
<br />information or services furnished by the Town is in error or is
<br />inadequate for its purpose.
<br />ARTICLE 7 - OPINIONS OF COST
<br />Opinion, if any, of probable cost, construction cost, financial
<br />Exhibit A - General Contract Provisions Page 1
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