2022 01 18 City Council

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PROFESSIONAL SERVICES AGREEMENT 
 
C:\Users\Leslie mcKee\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\SY2CILBA\athens-stantec_professional-services-
agreement_draft.docx 
This Agreement is made and entered into effective January 1, 2021 (the “Agreement Date”) by and between:   
“Client”   
Name: City of Athens, Tennessee   
Address: 815 North Jackson Street, Athens, TN  37303     
Phone: 423-744-2779  extension here or delete   
Representative: Kevin Helms Email: khelms@athenstn.gov   
“Stantec”   
Name: Stantec Consulting Services Inc.   
Address: 1110 Market St., Ste 214A, Chattanooga, TN  27402     
Phone: 423-800-5350  ext. 1450   
Representative: Jan Pass Email: jan.pass@stantec.com 
  
  Project Name (the “Project”):   
Athens Transportation Improvements and Transportation Alternatives Program 
DESCRIPTION OF WORK:  Stantec shall render the services described in Attachment “A” (hereinafter called the “Services”) 
in accordance with this Agreement. Stantec may, at its discretion and at any stage, engage subconsultants to perform 
all or any part of the Services . The Client and Stantec by written amendment to this Agreement  may from time to time 
make changes to the Services. All changed work shall be carried out under this Agreement. The time for completion of 
the Services shall be adjusted accordingly. 
COMPENSATION: Charges for the Services rendered will be made in accordance with the Contract Price  indicated in 
Attachment “A”, or, if no Contract Price is indicated, in accordance with Stantec’s Schedule of Fees and Disbursements 
in effect from time to time as the Services are rendered. 
Invoices shall be paid by the Client in the currency of the jurisdiction in which the Services are provided without deduction 
or setoff upon receipt.  Failure to make any payment when due is a material breach of this Agreement and will entitle 
Stantec, at its option, to suspend or terminate this Agreement and the provision of the Servi ces.  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. The Client will make payment by Electronic Funds Transfer when requested by Stantec. 
REPRESENTATIVES:  Each party shall designate in the space provided above a representative who is authorized to act on 
behalf of that party and receive notices under this Agreement. Such representatives have complete authority to act on 
behalf of their principals in respect to all matters arising under this Agreement. 
NOTICES:  All notices, consents, and approvals required to be given hereunder shall be in writing and shall be given to the 
representatives of each party. All notices required by this Agreement to be given by either party shall be deemed to be 
properly given and received within two (2) business days if made in writing to the other party by certified mail  or email, 
addressed to the regular business address of such party as identified above. 
CLIENT’S RESPONSIBILITIES: The Client shall provide to Stantec in writing, the Client's total requirements in connection with 
the Project, including the Project  budget and time constraints. The Client shall make available to Stantec all relevant 
information or data pertinent to the Project which is required by Stantec to perform the Services. Stantec shall be entitled 
to rely upon the accuracy and completeness of all information and data furnished by the Client, including information 
and data originating with other consultants employed by the Client whether such consultants are engaged at the request 
of Stantec or otherwise. Where such information or data originates either with the Client or its consultants then Stantec 
shall not be responsible to the Client for the consequences of any error or omission contained therein. 
When required by Stantec, the Client shall engage specialist consultants directly to perform items of work necessary to 
enable Stantec to carry out the Services. Whether arranged by the Client or Stantec, these services shall be deemed to 
be provided under direct contracts to the Client unless expressly provided otherwise. 
The Client shall give prompt consideration to all documentation related to the Project prepared by Stantec and whenever 
prompt action is necessary shall inform Stantec  of Client’s decisions in such reasonable time so as not to delay the 
schedule for providing the Services. 
When applicable, the Client shall arrange and make provision for Stantec’s entry to the Project site as well as other public 
and private property as necessary for Stantec to perform the Services. The Client shall obtain any required approvals, 
licenses and permits from governmental or other authorities having jurisdiction over the Project so as not to delay Stantec 
in the performance of the Services. 
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