2022 01 18 City Council

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PROFESSIONAL SERVICES AGREEMENT Page 5 
 
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agreement_draft.docx 
The Receiving Party shall be permitted, upon prior written consent of the Disclosing Party, to transfer Personal Information 
outside the jurisdiction if required for performance of the Services provided that such transfers are in accordance with 
relevant and applicable requirements under applicable legislation. The Receiving Party shall provide the Disclosing Party 
with full cooperation and assistance in meeting its obligations under applicable privacy legislation, including in relation 
to the security of processing, the notification of Personal Information breaches, the notification of requests from individuals 
and Personal Information protection impact assessments. 
On termination of this Agreement, the Receiving Party shall cease processing Personal Information and shall delete and 
destruct or return to the Disclosing Party (as the Disclosing Party may require) all Personal Information held or processed 
by the Receiving Party on the Disclosing Party’s behalf. It is understood however, that the Receiving Party may need to 
keep a copy of all Personal Information for legal purposes and therefore it will continue to take reasonable steps to protect 
the Personal Information as outlined herein and will proceed with the destruction of the Personal Information within a 
reasonable period of time if there is no longer any legal justification to keep the Personal Information. 
Nothing herein relieves either party from their responsibilities for compliance with applicable privacy legislation. 
ENTIRE AGREEMENT:  This Agreement constitutes the sole and entire agreement between the Client and Stantec relating 
to the Project and supersedes all prior agreements between them, whether written or oral respecting the subject matter 
hereof and no other terms, conditions, or warranties, whether express or implied, shall form a part hereof. This Agreement 
may be amended only by written instrument signed by both the Client and Stantec. All attachments referred to in this 
Agreement are incorporated herein by this reference; however, in the event of any conflict between attachments and 
the terms and conditions of this Agreement, the terms and conditions of this Agreement shall take precedence. 
SEVERABILITY:  If any term, condition, or covenant of this Agreement  is held by a court of competent jurisdiction to be 
invalid, void, or unenforceable, the remaining provisions of this Agreement shall be binding on the Client and Stantec. 
CONTRA PROFERENTEM: The parties agree that in the event this Agreement is subject to interpretation or construction by 
a third party, such third party shall not construe this Agreement or any part of it against either party as the drafter of this 
Agreement. 
BUSINESS PRACTICES: Each Party shall comply with all applicable laws, contractual requirements and mandatory or best 
practice guidance regarding improper or illegal payments, gifts or gratuities, and will not pay, promise to pay or authorize 
the payment of any money or anything of value, directly or indirectly, to any person (whether a government official or 
private individual) or entity for the purpose or illegally or improperly inducing a decision or obtaining or retaining business 
in connection with this Agreement or the Services. 
THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS LIMITATION OF LIABILITY PROVISIONS RESTRICTING 
RIGHTS FOR THE RECOVERY OF DAMAGES. 
 The Parties, intending to be legally bound, have made, accepted, and executed this Agreement as of the Agreement 
Date noted above. 
City of Athens, Tennessee Stantec Consulting Services Inc. 
 
Name and Title of signor IF NOT KNOWN 
select delete to clear this field for 
printing.   Jan C. Pass, PE, Senior Associate 
 Print Name and Title   Print Name and Title 
Signature   Signature  
 
Name and Title of signor IF NOT KNOWN 
select delete to clear this field for 
printing.   Tim Hancock, AICP, Principal 
 Print Name and Title 
  
  Print Name and Title 
Signature   Signature  
 
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