2022 01 18 City Council

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

PROFESSIONAL SERVICES AGREEMENT Page 2 
 
C:\Users\Leslie mcKee\AppData\Local\Microsoft\Windows\INetCache\Content.Outlook\SY2CILBA\athens-stantec_professional-services-
agreement_draft.docx 
STANTEC’S RESPONSIBILITIES: Stantec shall furnish the necessary qualified personnel to provide the Services. Stantec 
represents that it has access to the experience and capability necessary to and agrees to perform the Services with the 
reasonable skill and diligence required by customarily accepted professional practices and procedures normally 
provided in the performance of the Services at the time when and the location in which the Services were performed.  
This undertaking does not imply or guarantee a perfect Project and in the event of failure or partial failure of the product 
or the Services, Stantec will be liable only for its failure to exercise diligence, reasonable care, and professional skill. This 
standard of care is the sole and exclusive standard of care that will be applied to measure Stantec’s performance. There 
are no other representations or warranties expressed or implied made by Stantec . In particular, but not by way of 
limitation, no implied warranty of merchantability or fitness for a particular purpose shall apply to the Services provided 
by Stantec nor shall Stantec  warrant or guarantee economic, market or financial conditions, proforma projections, 
schedules for public agency approvals, or other factors beyond Stantec’s reasonable control. Stantec does not warrant 
the Services to any third party and the Client shall indemnify and hold harmless Stantec from any demands, claims, suits, 
or actions of third parties arising out of Stantec’s performance of the Services. 
In performing the Services  under this Agreement , Stantec shall operate as and have the status of an independent 
contractor and shall not act as or be an employee of the Client. 
TERMINATION:  Stantec may terminate this Agreement without cause upon thirty (30) days’ notice in writing. If either party 
breaches this Agreement, the non-defaulting party may terminate this Agreement after giving seven (7) days’ notice to 
remedy the breach. On termination of this Agreement, the Client shall forthwith pay Stantec for the Services performed 
to the date of termination. Non-payment by the Client of Stantec’s invoices within 30 days of Stantec rendering same is 
agreed to constitute a material breach of this Agreement and, upon written noti ce as prescribed above, the duties, 
obligations, and responsibilities of Stantec are terminated. 
SUSPENSION OF SERVICES:  If the project is suspended for more than thirty (30) calendar days in the aggregate, Stantec 
shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon 
resumption, an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In 
addition, there shall be an equitable adjustment in the project schedule based on the delay caused by the suspension. 
If the Project is suspended for more than ninety (90) days, Stantec  may, at its option, terminate this agreement upon 
giving notice in writing to the Client. 
ENVIRONMENTAL:  Except as specifically described in this Agreement, Stantec’s field investigation, laboratory testing and 
engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater. 
Where the S ervices include storm water pollution prevention (SWPP), sedimentation or erosion control plans, 
specifications, procedures or related construction observation or administrative field functions, Client acknowledges that 
such Services proposed or performed by Stantec are not guaranteed to provide complete SWPP, sedimentation or 
erosion control, capture all run off or siltation, that any physical works are to be constructed and maintained by the 
Client’s contractor or others and that Stantec  has no control ov er the ultimate effectiveness of any such works or 
procedures. Except to the extent that there were errors or omissions in the Services provided by Stantec, Client agrees to 
indemnify and hold Stantec harmless from and against all claims, costs, liabilitie s, or damages whatsoever arising from 
any storm water pollution, erosion, sedimentation, or discharge of silt or other deleterious substances into any waterway, 
wetland or woodland and any resulting charges, fines, legal action, cleanup, or related costs. 
In the prosecution of work, Stantec will take reasonable precautions to avoid damage to subterranean structures or 
utilities. However, it is the responsibility of the Client to provide Stantec with assistance in locating underground structures 
and utilities in the vicinity of any construction, exploration, or investigation. Stantec shall also rely upon third party sources 
in order to determine the existence and location of any underground structures and utilities of any kind. The Client 
acknowledges and agrees that Stantec may rely on such third -party advice, so long as such third party is, in Stantec’s 
opinion, a reasonable source for such information, without any requirement that Stantec shall make an independent 
evaluation or investigation of such underground structures and utilities. In the event that the information supplied by third 
parties in incorrect, the Client acknowledges that Stantec shall not be responsible for any damages done to any such 
underground structures or utilities. If neither party can confirm the location of such structures and utilities, the Client agrees 
to accept all liabilities, costs, expenses and damages, whether direct, indirect, economic, punitive, incidental, special, 
exemplary or consequential, associated with the repair, replacement or restoration of any damages to such str uctures 
and utilities caused by Stantec or its subcontractor(s) or subconsultant(s) in the performance of the Services and the Client 
agrees to defend, indemnify and hold Stantec harmless from any such damages. 
BUILDING CODES, BYLAWS AND OTHER PUBLIC REGULATIONS: Stantec shall, to the best of its ability, interpret building codes, 
by-laws, and other public regulations as they apply to the Project and as they are published at the time Services 
commence. Furthermore, Stantec shall observe and comply with all applicable laws, ordinances, codes, and regulations 
of government agencies, including federal, state, provincial, municipal,  and local governing bodies having jurisdiction 
over the conduct of the Services (“LAWS”). However, it is expressly acknowledged and agreed by the Client that as the 
Project progresses such building codes, by-laws, other public regulations, and LAWS may change or the interpretation of 
any public authority may differ from the interpretation o f Stantec, through no fault of Stantec , and any extra costs 
25