2022 04 19 City Council

Unverified text extraction. Check the original page for numbers, names, and layout.

PROFESSIONAL SERVICES TERMS AND CONDITIONS Page 1 of 2 
Professional Services Terms and Conditions on StanNet Forms> Company Forms>Risk Management> Standard Form Agreements 
 
The following Terms and Conditions are attached to and form part of a proposal for services to be performed by Consultant and together, 
when the Client  authorizes Consultant to proceed with the services, constitute the Agreement .  Consultant means the Stantec entity 
issuing the Proposal. 
DESCRIPTION OF WORK:  Consultant shall render the services described in the Proposal (hereinafter called the “Services”) to the Client. 
TERMS AND CONDITIONS:  No terms,  conditions, understandings, or agreements purporting to modify or vary these Terms and 
Conditions shall be binding unless hereafter made in writing and signed by the Client and Consultant.  In the event of any conflict between 
the Proposal and these Terms  and Conditions, these Terms and Conditions shall take precedence.  This Agreement supercedes all 
previous agreements, arrangements or understandings between the parties whether written or oral in connection with or incidental to the 
Project. 
COMPENSATION:  Payment is due to Consultant upon receipt of invoice.  Failure to make any payment when due is a material breach 
of this Agreement and will entitle Consultant, at its option, to suspend or terminate this Agreement and the provision of the Services.  
Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month (18 percent per annum) or the maximum legal 
rate of interest. Unless otherwise noted, the fees in this agreement do not include any value added, sales, or other taxes that may be 
applied by Government on fees for services. Such taxes will be added to all invoices as required.  The Client will make payment by 
Electronic Funds Transfer when requested by Stantec. 
NOTICES:  Each party shall designate a representative who is authorized to act on behalf of that party. All notices, consents, and 
approvals required to be given hereunder shall be in writing and shall be given to the representatives of each party. 
TERMINATION:  Either party may terminate the Agreement without cause upon thirty (30) days notice in writing. If either party breaches 
the Agreement and fails to remedy such breach within seven (7) days of notice to do so by the non- defaulting party, the non-defaulting 
party may immediately terminate the Agreement. Non- payment by the Client  of Consultant’s invoices within 30 days of Consultant  
rendering same is agreed to constitute a material breach and, upon written notice as prescribed above, the duties, obligations and 
responsibilities of Consultant are terminated. On termination by either party, the Client shall forthwith pay Consultant all fees and charges 
for the Services provided to the effective date of termination. 
ENVIRONMENTAL:  Except as specifically described in this Agreement , Consultant’s field investigation, laboratory testing and 
engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater. Consultant is entitled to rely upon 
information provided by the Client, its consultants, and third- party sources provided such third party is, in Consultant’s opinion, a 
reasonable source for such information, relating to subterranean structures or utilities. The Client releases Consultant from any liability 
and agrees to defend, indemnify ad hold Consultant harmless from any and all claims, damages, losses and/or expenses, direct and 
indirect, or consequential damages relating to subterranean structures or utilities which are not correctly identified in such information. 
PROFESSIONAL RESPONSIBILITY:  In performing the Services, Consultant will provide and exercise the standard of care, skill and 
diligence required by customarily accepted professional practices normally provided in the performance of the Services at the time and 
the location in which the Services were performed. 
INDEMNITY:  The Client releases Consultant from any liability and agrees to defend, indemnify and hold Consultant harmless from any 
and all claims, damages, losses, and/or expenses, direct and indirect, or consequential damages, including but not limited to attorney’s 
fees and charges and court and arbitration costs, arising out of,  or claimed to arise out of, the performance of the Services, excepting 
liability arising from the sole negligence of Consultant. 
LIMITATION OF LIABILITY:  It is agreed that, to the fullest extent possible under the applicable law , the total amount of all claims the 
Client may have against Consultant under this Agreement, including but not limited to claims for negligence, negligent misrepresentation 
and/or breach of contract, shall be strictly limited to the lesser of professional fees paid to Consultant for the Services or $50,000.00.  No 
claim may be brought against Consultant more than two (2) years after the cause of action arose.  As the Client ’s sole and exclusive 
remedy under this Agreement any claim, demand or suit shall be directed and/or asserted only against Consultant and not against any of 
Consultant’s employees, officers or directors. 
Consultant’s liability with respect to any claims arising out of this Agreement shall be absolutely limited to direct damages arising out of 
the Services and Consultant shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the Client, including 
but not limited to claims for loss of use, loss of profits and/or loss of markets. 
In no event shall Stantec’s obligation to pay damages of any kind exceed its proportionate share of liability for causing such damages. 
DOCUMENTS:  All of the documents prepared by or on behalf of Consultant in connection with the Project are instruments of service for 
the execution of the Project.  Consultant retains the property and copyright in these documents, whether the Project is executed or not.  
These documents may not be used for any other purpose without the prior written consent of Consultant .  In the event Consultant’s 
documents are subsequently reused or modified in any material respect without the prior consent of Consultant , the Client agrees to 
defend, hold harmless and indemnify Consultant from any claims advanced on account of said reuse or modification. 
Any document produced by Consultant in relation to the Services is intended for the sole use of Client. The documents may not be relied 
upon by any other party without the express written consent of Consultant, which may be withheld at Consultant’s discretion. Any such 
consent will provide no greater rights to the third party than those held by the Client under the contract and will only be authorized pursuant 
to the conditions of Consultant’s standard form reliance letter. 
Consultant cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format (“Electronic Files”). Client 
shall release, indemnify and hold Consultant, its officers, employees, Consultant ’s and agents harmless from any claims or damages 
arising from the use of Electronic Files.  Electronic files will not contain stamps or seals, remain the property of Consultant, are not to be 
used for any purpose other than that for which they were transmitted, and are not to be retransmitted to a third party without Consultant’s 
written consent. 
37