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PROFESSIONAL SERVICES AGREEMENT Page 3
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<br />budget or schedule or from any opinion of probable cost or project schedule prepared by Stantec. Exact costs and times
<br />will be determined only when bids have been received for the Project and when the construction work has been
<br />performed and payments finalized.
<br />ADMINISTRATION OF CONSTRUCTION CONTRACTS: When applicable, Stantec shall provide field services during the
<br />construction of the Project only to the extent that such Services are included and defined in this Agreement. The
<br />performance of the construction contract is not Stantec’s responsibility nor are Stantec’s field services rendered for the
<br />construction contractor's benefit.
<br />It is understood and agreed by the Client and Stantec that only work which has been seen during an examination by
<br />Stantec can be said to have been appraised and comments on the balance of any construction work are assumptions
<br />only.
<br />When field services are provided by Stantec, the authority for general administration of the Project shall reside with
<br />Stantec only to the extent defined in this Agreement. In such case, Stantec shall coordinate the activities of other
<br />consultants employed by the Client, only to the extent that Stantec is empowered to do so by such other consultants’
<br />contracts with the Client.
<br />Stantec shall not be responsible for any contractor’s failure to carry out the work in accordance with the contract
<br />documents nor for the acts or omissions of any contractor, subcontractor, any of their agents or employees, or any other
<br />persons performing any of the work in connection with the Project. When field services are provided, no acceptance by
<br />Stantec of the work or services of a construction contractor or other consultants, whether express or implied, shall relieve
<br />such construction contractor or other consultants from their responsibilities to the Client for the proper performance of
<br />such work or services and further, Stantec shall not be responsible to the Client or to the construction contractor or to the
<br />other consultants for the means, methods, techniques, sequences, procedures and use of equipment of any nature
<br />whatsoever, whether reviewed by Stantec or not, which are employed by the construction contractor or the other
<br />consultants in executing, designing, or administering any phases of the Project, or for placing into operation any plant or
<br />equipment or for safety precautions and programs incidental thereto.
<br />When field services are provided, Stantec will not be designated as the party responsible for the compliance by others
<br />on the construction work site with the purposes or requirements of applicable environmental, occupational health and
<br />safety, or similar legislation. The Client shall designate a responsible party, other than Stantec, for the coordination and
<br />performance of environmental, occupational health and safety activities on the construction work site as required by
<br />applicable legislation and associated regulations.
<br />JOBSITE SAFETY: Neither the professional activities of Stantec, nor the presence of Stantec or its employees and
<br />subconsultants at a construction site, shall relieve the Client and any other entity of their obligations, duties and
<br />responsibilities with respect to job site safety. Subject only to applicable legislation, Stantec and its personnel have no
<br />authority to exercise any control over any construction contractor or other entity or their employees in connection with
<br />their work or any health or safety precautions.
<br />INDEMNITY: Each party will indemnify and save harmless the other from and against all claims, losses, damages, costs,
<br />(including legal costs) actions and other proceedings made, sustained, brought or prosecuted in any manner based
<br />upon, occasioned by or attributable to any injury, default or damage arising from any negligent act, error, omission or
<br />willful misconduct of the indemnifying party, its servants or agents or persons for whom it has assumed responsibility in the
<br />performance or purported performance of this AGREEMENT or of any of the Services.
<br />LIMITATION OF LIABILITY: It is agreed that the total amount of all claims (including any and all costs associated with such
<br />claims such as attorney and expert fees and interest) the Client may have against Stantec under this Agreement or arising
<br />from the performance or non-performance of the Services under any theory of law, including but not limited to claims for
<br />negligence, negligent misrepresentation and breach of contract, shall be strictly limited to$500,000. As the Client’s sole
<br />and exclusive remedy under this Agreement any claim, demand or suit shall be directed and/or asserted only against
<br />Stantec and not against any of Stantec’s employees, officers or directors.
<br />Stantec’s liability with respect to any claims arising out of this Agreement shall be absolutely limited to direct damages
<br />arising out of the Services and Stantec shall bear no liability whatsoever for any consequential loss, injury or damage
<br />incurred by the Client, including but not limited to claims for loss of use, loss of profits and loss of markets.
<br />Liability of Stantec shall be further limited to such sum as it would be just and equitable for Stantec to pay having regard
<br />to the extent of its responsibility for the loss or damage suffered and on the assumptions that all other consultants and all
<br />contractors and sub-contractors shall have provided contractual undertakings on terms no less onerous than those set
<br />out in this Agreement to the Client in respect of the carrying out of their obligations and have paid to the Client such
<br />proportion of the loss and damage which it would be just and equitable for them to pay having regard to the extent of
<br />their responsibility.
<br />DOCUMENTS: All documents prepared by Stantec or on behalf of Stantec in connection with the Project are instruments
<br />of service for the execution of the Project. Stantec retains the property and copyright in these documents, whether the
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