2022 01 18 City Council

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PROFESSIONAL SERVICES AGREEMENT Page 4 
 
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agreement_draft.docx 
Stantec’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 Stantec 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 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 documents prepared by Stantec or on behalf of Stantec in connection with the Project are instruments 
of service for the execution of the Project. Stantec retains the property and copyright in these documents, whether the 
Project is executed or not. Payment to Stantec of the compensation prescribed in this Agreement shall be a condition 
precedent to the Client's right to use documentation prepared by Stantec . These documents may not be used for any 
other purpose without the prior written agreement of Stantec. The Client shall have a permanent non-exclusive, royalty-
free license to use any concept, product or process which is patentable or capable of trademark, produced by or 
resulting from the Services rendered by Stantec in connection with the Project, for the life of the Project. The Client shall 
not use, infringe upon,  or appropriate such concepts, products or processes without the express written agreement of 
Stantec. In the event Stantec’s documents are subsequently reused or modified in any material respect without the prior 
consent of Stantec , the Client agrees to indemnify Stantec from any claims advanced on account of said reuse or 
modification. 
Any document produced by Stantec 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 Stantec, which may be withheld at Stantec’s 
discretion. Any such consent will provide no gre ater rights to the third party than those held by the Client under the 
contract and will only be authorized pursuant to the conditions of Stantec’s standard form reliance letter. 
Stantec cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format 
(“Electronic Files”). Client shall release, indemnify, and hold Stantec , its officers, employees, consultants,  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 Stantec, 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 Stantec’s written consent. 
PROJECT PROMOTION:  Where the Client has control or influence over construction signage, press releases and/or other 
promotional information identifying the project (“Project Promotion”), the Client agrees to include Stantec in such Project 
Promotion. 
FORCE MAJEURE:  Any default in the performance of this Agreement caused by any of the following events and without 
fault or negligence on the part of the defaulting party shall not constitute a breach of contract: labor strikes, riots, war,  
acts of governmental authorities, unusually severe weather conditions or other natural catastrophe, disease, epidemic or 
pandemic, or any other cause beyond the reasonable control or contemplation of either party.  Nothing herein relieves 
the Client of its obligation to pay Stantec for services rendered. 
GOVERNING LAW:  This Agreement shall be governed, construed, and enforced in accordance with the laws of the 
jurisdiction in which the majority of the Services are performed. 
DISPUTE RESOLUTION:  If requested in writing by either the Client or Stantec, the Client and Stantec shall attempt to resolve 
any dispute between them arising out of or in connection with this Agreement  by entering into structured non- binding 
negotiations with the assistance o f a mediator on a without prejudice basis.  The mediator shall be appointed by 
agreement of the parties.  The Parties agree that any actions under this Agreement  will be brought in the appropriate 
court in the jurisdiction of Governing Law, or elsewhere by mutual agreement. Nothing herein however prevents Stantec 
from any exercising statutory lien rights or remedies in accordance with legislation where the project site is located. 
ATTORNEYS FEES:  In the event of a dispute hereunder, the prevailing party is  entitled to recover from the other party all 
costs incurred by the prevailing party in enforcing this Agreement and prosecuting the dispute, including reasonable 
attorney’s and expert’s fees, whether incurred through formal legal proceedings or otherwise. 
ASSIGNMENT AND SUCCESSORS:  The Client shall not, without the prior written consent of Stantec, assign the benefit or in 
any way transfer the obligations of this Agreement or any part hereof. This Agreement shall inure to the benefit of and be 
binding upon the parties hereto, and except as otherwise provided herein, upon their executors, administrators, 
successors, and assigns. 
PROTECTION OF PRIVACY LAWS: The parties acknowledge that information relating to an identified or identifiable person 
(“Personal Information”) may be exchanged in the course of this Project pursuant to this Agreement. 
The party disclosing Personal Information  (the “Disclosing Party”) warrants that is has all necessary authorizations and 
approvals required to process and disclose the Personal Information and to enable the party receiving the Personal 
Information (the “Receiving Party”) to process it in performing the Services. The Disclosing Party will provide the Receiving 
Party with written notice containing the details of what Personal Information will be provided. 
The Receiving Party will comply with any reasonable instruction from the Disclosing Party in respect of such Personal 
Information and implement appropriate technical and organization measures to protect the Personal Information against 
unauthorized or unlawful processing and accidental loss, theft, use, disclosure, destruction and/or damage. 
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