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Stantec PROFESSIONAL SERVICES TERMS AND CONDITIONS Page 1 of
<br /> The following Terms and Conditions are attached to and form part of a proposal for services to be performed by Consultant and
<br /> together, when the CLIENT authorizes Consultant to proceed with the services, constitute the AGREEMENT. Consultant means the
<br /> Stantec entity issuing the Proposal.
<br /> DESCRIPTION OF WORK: Consultant shall render the services described in the Proposal (hereinafter called the"SERVICES")to the
<br /> CLIENT.
<br /> DESCRIPTION OF CLIENT: The CLIENT confirms and agrees that the CLIENT has authority to enter into this AGREEMENT on its
<br /> own behalf and on behalf of all parties related to the CLIENT who may have an interest in the PROJECT.
<br /> TERMS AND CONDITIONS: No terms, conditions, understandings, or agreements purporting to modify or vary these Terms and
<br /> Conditions shall be binding unless hereafter made in writing and signed by the CLIENT and Consultant. In the event of any conflict
<br /> between the Proposal and these Terms and Conditions, these Terms and Conditions shall take precedence. This AGREEMENT
<br /> supercedes all previous agreements, arrangements or understandings between the parties whether written or oral in connection with or
<br /> incidental to the PROJECT
<br /> COMPENSATION: Payment is due to Consultant upon receipt of invoice. Failure to make any payment when due is a material breach
<br /> of this AGREEMENT and will entitle Consultant, at its option, to suspend or terminate this AGREEMENT and the provision of the
<br /> SERVICES. Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month (18 percent per annum)or the
<br /> maximum legal rate of interest. Unless otherwise noted,the fees in this agreement do not include any value added,sales, or other taxes
<br /> that may be applied by Government on fees for services. Such taxes will be added to all invoices as required.
<br /> NOTICES: Each party shall designate a representative who is authorized to act on behalf of that party. All notices, consents, and
<br /> approvals required to be given hereunder shall be in writing and shall be given to the representatives of each party.
<br /> TERMINATION: Either party may terminate the AGREEMENT without cause upon thirty (30) days notice in writing. If either party
<br /> breaches the AGREEMENT and fails to remedy such breach within seven (7) days of notice to do so by the non-defaulting party, the
<br /> non-defaulting party may immediately terminate the Agreement. Non-payment by the CLIENT of Consultant's invoices within 30 days of
<br /> Consultant rendering same is agreed to constitute a material breach and, upon written notice as prescribed above, the duties,
<br /> obligations and responsibilities of Consultant are terminated. On termination by either party, the CLIENT shall forthwith pay Consultant
<br /> all fees and charges for the SERVICES provided to the effective date of termination.
<br /> ENVIRONMENTAL: Except as specifically described in this AGREEMENT, Consultant's field investigation, laboratory testing and
<br /> engineering recommendations will not address or evaluate pollution of soil or pollution of groundwater.
<br /> PROFESSIONAL RESPONSIBILITY: In performing the SERVICES,Consultant will provide and exercise the standard of care,skill and
<br /> diligence required by customarily accepted professional practices normally provided in the performance of the SERVICES at the time
<br /> and the location in which the SERVICES were performed.
<br /> INDEMNITY: The CLIENT releases Consultant from any liability and agrees to defend, indemnify and hold Consultant harmless from
<br /> nay and all claims, damages, losses, and/or expenses, direct and indirect, or consequential damages, including but not limited to
<br /> attorney's fees and charges and court and arbitration costs, arising out of, or claimed to arise out of,the performance of the SERVICES,
<br /> excepting liability arising from the sole negligence of Consultant.
<br /> LIMITATION OF LIABILITY: It is agreed that the total amount of all claims the CLIENT may have against Consultant under this
<br /> AGREEMENT, including but not limited to claims for negligence, negligent misrepresentation and/or breach of contract, shall be strictly
<br /> limited to the lesser of professional fees paid to Consultant for the SERVICES or $50,000.00. No claim may be brought against
<br /> Consultant more than two (2) years after the cause of action arose. As the CLIENT's sole and exclusive remedy under this
<br /> AGREEMENT any claim, demand or suit shall be directed and/or asserted only against Consultant and not against any of Consultant's
<br /> employees, officers or directors.
<br /> Consultant's liability with respect to any claims arising out of this AGREEMENT shall be absolutely limited to direct damages arising out
<br /> of the SERVICES and Consultant shall bear no liability whatsoever for any consequential loss, injury or damage incurred by the
<br /> CLIENT,including but not limited to claims for loss of use, loss of profits and/or loss of markets.
<br /> INDEMNITY FOR MOLD CLAIMS: It is understood by the parties that existing or constructed buildings may contain mold substances
<br /> that can present health hazards and result in bodily injury, property damage and/or necessary remedial measures. If, during
<br /> performance of the SERVICES, Consultant knowingly encounters any such substances,Consultant shall notify the CLIENT and,without
<br /> liability for consequential or any other damages, suspend performance of services until the CLIENT retains a qualified specialist to
<br /> abate and/or remove the mold substances. The CLIENT agrees to release and waive all claims, including consequential damages,
<br /> against Consultant, its subconsultants and their officers, directors and employees arising from or in any way connected with the
<br /> existence of mold on or about the project site whether during or after completion of the SERVICES. The CLIENT further agrees to
<br /> indemnify and hold Consultant harmless from and against all claims,costs,liabilities and damages, including reasonable attorneys'fees
<br /> and costs, arising in any way from the existence of mold on the project site whether during or after completion of the SERVICES,except
<br /> for those claims, liabilities, costs or damages caused by the sole gross negligence and/or knowing or willful misconduct of Consultant.
<br /> Consultant and the CLIENT waive all rights against each other for mold damages to the extent that such damages sustained by either
<br /> party are covered by insurance.
<br /> DOCUMENTS: All of the documents prepared by or on behalf of Consultant in connection with the PROJECT are instruments of
<br /> service for the execution of the PROJECT. Consultant retains the property and copyright in these documents,whether the PROJECT is
<br /> executed or not. These documents may not be used for any other purpose without the prior written consent of Consultant. In the event
<br /> Consultant's documents are subsequently reused or modified in any material respect without the prior consent of Consultant, the
<br /> CLIENT agrees to defend, hold harmless and indemnify Consultant from any claims advanced on account of said reuse or modification.
<br /> Professional Services Terms and Conditions on StanNet Forms>Company Forms>Risk Management>Standard Form Agreements
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