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PROFESSIONAL SERVICES AGREEMENT Page 2
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<br />licenses and permits from governmental or other authorities having jurisdiction over the Project so as not to delay Stantec
<br />in the performance of the Services.
<br />STANTEC’S RESPONSIBILITIES: Stantec shall furnish the necessary qualified personnel to provide the Services. Stantec
<br />represents that it has access to the experience and capability necessary to and agrees to perform the Services with the
<br />reasonable skill and diligence required by customarily accepted professional practices and procedures normally
<br />provided in the performance of the Services at the time when and the location in which the Services were performed.
<br />This undertaking does not imply or guarantee a perfect Project and in the event of failure or partial failure of the product
<br />or the Services, Stantec will be liable only for its failure to exercise diligence, reasonable care and professional skill. This
<br />standard of care is the sole and exclusive standard of care that will be applied to measure Stantec’s performance. There
<br />are no other representations or warranties expressed or implied made by Stantec. In particular, but not by way of
<br />limitation, no implied warranty of merchantability or fitness for a particular purpose shall apply to the Services provided
<br />by Stantec nor shall Stantec warrant or guarantee economic, market or financial conditions, proforma projections,
<br />schedules for public agency approvals, or other factors beyond Stantec’s reasonable control. Stantec does not warrant
<br />the Services to any third party and the Client shall indemnify and hold harmless Stantec from any demands, claims, suits
<br />or actions of third parties arising out of Stantec’s performance of the Services.
<br />In performing the Services under this Agreement, Stantec shall operate as and have the status of an independent
<br />contractor and shall not act as, or be an employee of the Client.
<br />TERMINATION: Either party may terminate this Agreement without cause upon thirty (30) days’ notice in writing. If either
<br />party breaches this Agreement, the non-defaulting party may terminate this Agreement after giving seven (7) days’
<br />notice to remedy the breach. On termination of this Agreement, the Client shall forthwith pay Stantec for the Services
<br />performed to the date of termination. Non-payment by the Client of Stantec’s invoices within 30 days of Stantec rendering
<br />same is agreed to constitute a material breach of this Agreement and, upon written notice as prescribed above, the
<br />duties, obligations and responsibilities of Stantec are terminated.
<br />SUSPENSION OF SERVICES: If the project is suspended for more than thirty (30) calendar days in the aggregate, Stantec
<br />shall be compensated for services performed and charges incurred prior to receipt of notice to suspend and, upon
<br />resumption, an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In
<br />addition, there shall be an equitable adjustment in the project schedule based on the delay caused by the suspension.
<br />If the Project is suspended for more than ninety (90) days, Stantec may, at its option, terminate this agreement upon
<br />giving notice in writing to the Client.
<br />ENVIRONMENTAL: Except as specifically described in this Agreement, Stantec’s field investigation, laboratory testing and
<br />engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater.
<br />Where the services include storm water pollution prevention (SWPP), sedimentation or erosion control plans, specifications,
<br />procedures or related construction observation or administrative field functions, Client acknowledges that such Services
<br />proposed or performed by Stantec are not guaranteed to provide complete SWPP, sedimentation or erosion control,
<br />capture all run off or siltation, that any physical works are to be constructed and maintained by the Client’s contractor
<br />or others and that Stantec has no control over the ultimate effectiveness of any such works or procedures. Except to the
<br />extent that there were errors or omissions in the Services provided by Stantec, Client agrees to indemnify and hold Stantec
<br />harmless from and against all claims, costs, liabilities or damages whatsoever arising from any storm water pollution,
<br />erosion, sedimentation, or discharge of silt or other deleterious substances into any waterway, wetland or woodland and
<br />any resulting charges, fines, legal action, cleanup or related costs.
<br />BUILDING CODES, BYLAWS AND OTHER PUBLIC REGULATIONS: Stantec shall, to the best of its ability, interpret building codes,
<br />by-laws and other public regulations as they apply to the Project and as they are published at the time Services
<br />commence. Furthermore, Stantec shall observe and comply with all applicable laws, ordinances, codes and regulations
<br />of government agencies, including federal, state, provincial, municipal and local governing bodies having jurisdiction
<br />over the conduct of the Services (“LAWS”). However, it is expressly acknowledged and agreed by the Client that as the
<br />Project progresses such building codes, by-laws, other public regulations and LAWS may change or the interpretation of
<br />any public authority may differ from the interpretation of Stantec, through no fault of Stantec, and any extra costs
<br />necessary to conform to such changes or interpretations during or after execution of the Services will be paid by the
<br />Client.
<br />Stantec shall continue to provide equal employment opportunity to all qualified persons and to recruit, hire, train, promote
<br />and compensate persons in all jobs without regard to race, color, religion, sex, age, disability or national origin or any
<br />other basis prohibited by applicable laws.
<br />COST AND SCHEDULE OF CONSTRUCTION WORK: In providing opinions of probable cost and project schedule, it is
<br />recognized that neither the Client nor Stantec has control over the costs of labor, equipment or materials, or over the
<br />Contractor’s methods of determining prices or time. The opinions of probable cost or project duration are based on
<br />Stantec’s reasonable professional judgment and experience and do not constitute a warranty, express or implied, that
<br />the Contractors’ bids, project schedules, or the negotiated price of the Work or schedule will not vary from the Client’s
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