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Master Services Agreement - Stantec Consulting Services, Inc.
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Master Services Agreement - Stantec Consulting Services, Inc.
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3/28/2025 4:37:37 PM
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4/13/2017 9:30:58 AM
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Board of Public Works
Document Type
Contracts
Document Date
4/11/2017
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12 INDEMNITY <br />12.1 CONSULTANT agrees to indemnify CLIENT, its officers, directors and employees, from loss or <br />damage for bodily injury or property damage, ("Claims"), to the extent caused by the negligence of <br />CONSULTANT in the performance of the Services. This obligation to indemnify CLIENT shall not impose <br />any obligation on CONSULTANT that exceeds the Limitation of Liability provisions set forth below. <br />12.2 IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, <br />SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO <br />LOST PROFITS OR INTERRUPTION OF BUSINESS) ARISING OUT OF OR RELATED TO THE <br />SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF <br />SUCH DAMAGES. <br />13 LIMTATION OF LIABILITY <br />13.1 IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE PROJECT TO BOTH <br />CLIENT AND CONSULTANT, THE PARTIES AGREE, TO THE FULLEST EXTENT PERMITTED BY <br />LAW, TO LIMIT THE AGGREGATE LIABILITY OF CONSULTANT, ITS PARENT, AFFILIATES <br />AND SUBCONTRACTORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND <br />AGENTS, TO $50,000 OR THE COMPENSATION FOR THE SERVICES, WHICHEVER IS GREATER. <br />THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL SUITS, CLAIMS, ACTIONS, LOSSES, <br />COSTS (INCLUDING LEGAL FEES) AND DAMAGES OF ANY NATURE ARISING FROM OR <br />RELATED TO THIS AGREEMENT AND WITHOUT REGARD TO THE LEGAL THEORY UNDER <br />WHICH SUCH LIABILITY IS IMPOSED. <br />13.2 CONSULTANT MAY AGREE, AT CLIENT'S REQUEST, TO INCREASE THIS LIMITATION <br />OF LIABILITY TO A GREATER SUM IN EXCHANGE FOR A NEGOTIATED INCREASE IN <br />CONSULTANT'S FEE. ANY INCREASE IN THIS LIMITATION OF LIABILITY MUST BE IN <br />WRITING AS A FORMAT_, AMENDMENT TO THIS AGREEMENT AND MUST BE SIGNED AND <br />DATED BY AUTHORIZED REPRESENTATIVES OF EACH PARTY. ANY ADDITIONAL CHARGE <br />FOR HIGHER LIABILITY IS CONSIDERATION FOR THE GREATER RISK ASSUMED BY <br />CONSULTANT AND IS NOT A CHARGE FOR ADDITIONAL INSURANCE. <br />13.3 BY ENTERING INTO THIS AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THIS <br />LIMITATION OF LLABIL,ITY CLAUSE HAS BEEN REVIEWED, UNDERSTOOD, IS A MATERIAL <br />PART OF THIS AGREEMENT, AND EACH PARTY HAS HAD THE OPPORTUNITY TO SEEK <br />LEGAL ADVICE REGARDING THIS PROVISION, <br />14 SUSPENSION <br />14.1 CLIENT may, at any time and without cause, suspend the Services of CONSULTANT, or any <br />portion thereof for a period of not more than 90 days by notice in writing to CONSULTANT. <br />CONSULTANT shall resume the Services on receipt from CLIENT of a written notice of resumption of the <br />Services. If such suspension causes an increase in CONSULTANT's cost or a delay in the performance of <br />the Services, then an equitable adjustment shall be made to the Compensation and Project Schedule, as <br />appropriate. In the event that the period of suspension exceeds 90 days, the contract time and compensation <br />are subject to renegotiation. <br />15 TERMINATION <br />15.1 CLIENT may terminate all or part of this Agreement for CLIENT's convenience by providing 10 <br />days written notice to CONSULTANT. In such event, CONSULTANT will be entitled to Compensation for <br />
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