2022 01 18 City Council

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PROFESSIONAL SERVICES AGREEMENT Page 3 
 
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agreement_draft.docx 
necessary to conform to such changes or interpretations during or after execution of the Services  will be paid by the 
Client. 
Stantec shall continue to provide equal employment opportunity to all qualified persons and to recruit, hire, train, promote 
and compensate persons in all jobs without regard to race, color, religion, sex, age, disability or national origin or any 
other basis prohibited by applicable laws. 
COST AND SCHEDULE OF CONSTRUCTION W ORK: In providing opinions of probable cost and project schedule, it is 
recognized that neither the Client  nor Stantec has control over the costs of labor, equipment, or materials, or over the 
Contractor’s methods of determining prices or time. The opinions of probable cost or project duration are based on 
Stantec’s reasonable professional judgment and experience and do not constitute a warranty, express or implied, that 
the Contractors’ bids, project schedules, or the negotiated price of the Work or schedu le will not vary from the Client’s 
budget or schedule or from any opinion of probable cost or project schedule prepared by Stantec. Exact costs and times 
will be determined only when bids have been received for the Project and when the construction work ha s been 
performed and payments finalized. 
ADMINISTRATION O F CONSTRUCTION CONTRACTS:  When applicable, Stantec shall provide field services during the 
construction of the Project only to the extent that such Services are included and defined in this Agreement . The 
performance of the construction contract is not Stantec’s responsibility nor are Stantec’s field services rendered for the 
construction contractor's benefit. 
It is understood and agreed by the Client and Stantec that only work which has been seen dur ing an examination by 
Stantec can be said to have been appraised and comments on the balance of any construction work are assumptions 
only. 
When field services are provided by Stantec , the authority for general administration of the Project shall reside wi th 
Stantec only to the extent defined in this Agreement . In such case, Stantec  shall coordinate the activities of other 
consultants employed by the Client, only to the extent that Stantec is empowered to do so by such other consultants’ 
contracts with the Client. 
Stantec shall not be responsible for any contractor’s failure to carry out the work in accordance with the contract 
documents nor for the acts or omissions of any contractor, subcontractor, any of their agents or employees, or any other 
persons performing any of the work in connection with the Project. When field services are provided, no acceptance by 
Stantec of the work or services of a construction contractor or other consultants, whether express or implied, shall relieve 
such construction contractor or other consultants from their responsibilities to the Client for the proper performance of 
such work or services and further, Stantec shall not be responsible to the Client or to the construction contractor or to the 
other consultants for the means,  methods, techniques, sequences, procedures and use of equipment of any nature 
whatsoever, whether reviewed by Stantec  or not, which are employed by the construction contractor or the other 
consultants in executing, designing, or administering any phases of the Project, or for placing into operation any plant or 
equipment or for safety precautions and programs incidental thereto. 
When field services are provided, Stantec will not be designated as the party responsible for the compliance by others 
on the construction work site with the purposes or requirements of applicable environmental, occupational health and 
safety, or similar legislation. The Client shall designate a responsible party, other than Stantec , for the coordination and 
performance of environmental, occupational health and safety activities on the construction work site as required by 
applicable legislation and associated regulations. 
JOBSITE SAFETY:  Neither the professional activities of Stantec , nor the presence of Stantec or its employees and  
subconsultants at a construction site, shall relieve the Client and any other entity of their obligations, duties and 
responsibilities with respect to job site safety. Subject only to applicable legislation, Stantec  and its personnel have no 
authority to exercise any control over any construction contractor or other entity or their employees in connection with 
their work or any health or safety precautions. 
INDEMNITY: The Client releases Stantec from any liability and agrees to defend, indemnify, and hold Stantec 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 negligence or willful misconduct of Stantec. 
LIMITATION OF LIABILITY: It is agreed that, to the fullest extent possible und er the applicable law, the total amount of all 
claims (including any and all costs associated with such claims such as attorney and expert fees and interest) the Client 
may have against Stantec under this Agreement or arising from the performance or non- performance of the Services  
under any theory of law, including but not limited to claims for negligence, negligent misrepresentation and breach of 
contract, shall be strictly limited to the lesser of the fees paid to Stantec  for the Services or $500,000. No claim may be 
brought against Stantec in contract or tort 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 
Stantec and not against any of Stantec’s employees, officers, or directors. 
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