5445 2000 BEING A BY LAW to authorize The Corporation of the City of Timmins to enter into an agreement with Stantec Consulting Ltd respecting Timmins Airport in the City of Timmins WHEREAS Council of The Corporation of the City of Timmins considers it desirable to enter into such an agreement with Stantec Consulting Ltd NOW THEREFORE the Council of The Corporation of the City of Timmins enacts the following as a By law 1 THAT The Corporation of the City of Timmins enter into an agreement with Stantec Consulting Ltd respecting Timmins Airport Airport Capital Assistance Program in the City of Timmins a copy of which agreements are attached hereto and marked as Schedule A to this By law 2 THAT the Mayor and Clerk be and are hereby authorized to execute the said agreement on behalf of the Corporation and to affix thereto the Official Seal of the Corporation READ a first second and third time and finally passed this 25th day of ber 2000
PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 30th day of August 2000 the Agreement Date by and between CITY OF TIMMINS hereinafter called the CLIENT and STANTEC CONSULTING LTD hereinafter called STANTEC WHEREAS the CLIENT intends to engage the professional services of STANTEC in connection with The Timmins Airport ACAP Projects which includes the rehabilitation of Runways 03 21 and 28 10 and the Airside Electrical Infrastructure hereinafter referred to as the PROJECT AND WHEREAS STANTEC has represented to the CLIENT that it has the experienced personnel and the capability to provide consulting services for the PROJECT NOW THEREFORE the CLIENT and STANTEC hereby agree as follows ARTICLE 1 SERVICES 1 STANTEC shall provide the services as described in Attachment A attached hereto and incorporated herein by reference hereinafter referred to as the SERVICES STANTEC shall commence the SERVICES and shall complete the SERVICES in accordance with the Schedule For Services forming part of Attachment A The CLIENT and STANTEC by amendment to this AGREEMENT may from time to time make changes to Attachment A by altering adding to or deducting from the SERVICES set out in Attachment A All changed work shall be carried out under the AGREEMENT The time for completion of the SERVICES shall be adjusted accordingly ARTICLE 2 PAYMENT FOR SERVICES 21 The CLIENT shall pay STANTEC for STANTEC services in accordance with the payment provision of Attachment B attached hereto and incorporated herein by reference When changes are made to Attachment A altering the scope of Services or conditions under which the SERVICES are provided Attachment B shall be adjusted accordingly Each month STANTEC shall deliver to the CLIENT an invoice showing the cost of SERVICES performed during the previous month Except for fixed price agreements the invoice shall be accompanied by supporting documentation including third party invoices summary of hourly charges and disbursements charged to this AGREEMENT All invoices shall be paid by the CLIENT within thirty 30 days of receipt Failure to do so is a material breach of this AGREEMENT and will entitle STANTEC at its option to suspend or terminate this AGREEMENT and the provision of the SERVICES PME CM GPSA 99 00 1999 Stantec Consulting Ltd 01 Revised829
The CLIENT shall pay STANTEC a late charge at the rate of 2 per month applied to each invoice that remains unpaid after thirty 30 days from date of receipt Except for fixed price agreements STANTEC timesheets and disbursement records will be made reasonably available for audit by the CLIENT during the time of performance of the SERVICES and for one year thereafter The CLIENT shall not be required to make payment for SERVICES or disbursements rendered under this AGREEMENT to remedy errors or omissions for which STANTEC is responsible ARTICLE 3 ADDITIONAL CONDITIONS 31 All additional conditions forming part of this AGREEMENT are as described in Attachment C attached hereto and incorporated herein by reference ARTICLE 4 TERM OF AGREEMENT 41 The term of this AGREEMENT shall be from the commencement of SERVICES until the completion of SERVICES provided that if there are defects or deficiencies in the SERVICES the term shall be extended until such time as such defects and deficiencies have been corrected ARTICLE 5 CLIENT S RESPONSIBILITIES 51 Tt e CLIENT shall provide to STANTEC in writing the CLIENTS total requirements in connection with the PROJECT including the PROJECT budget and time constraints 52 The CLIENT shall make available to STANTEC all relevant information or data pertinent to the PROJECT which is required by STANTEC to perform the SERVICES STANTEC shall be entitled to rely upon the accuracy and completeness of all information and data furnished by the CLIENT including information and data originating with other consultants employed by the CLIENT whether such consultants are engaged at the request of STANTEC or otherwise Where such information or data originates either with the CLIENT or with his consultants then STANTEC shall not be responsible to the CLIENT for the consequences of any error or omission contained therein 53 When required by STANTEC the CLIENT shall engage specialist consultants directly to perform items of work necessary to enable STANTEC to carry out STANTEC s SERVICES as set forth in Attachment A Such items of work shall include but not be restricted to surveys geotechnical reports and appropriate testing services Whether arranged by the CLIENT or STANTEC these services shall be deemed to be provided under direct contracts to the CLIENT unless expressly provided otherwise 54 The CLIENT shall give prompt consideration to all documentation related to the PROJECT prepared by STANTEC and whenever prompt action is necessary shall inform STANTEC of his decisions in such reasonable time so as not to delay the schedule for providing the SERVICES 5 The CLIENT will look to STANTEC s corporate entity only for the satisfaction of any claim demand or cause of action for damages injuries or losses sustained by of the SERVICES the CLIENT as a result of STANTEC s SERVICES or the use of the product In no event will STANTEC s officers directors employees or agents be liable to the CLIENT for any liabilities damages expenses or losses of any nature whatsoever whether directly or indirectly caused by or resulting from the SERVICES or the use of the product of the SERVICES 56 When applicable the CLIENT shall arrange and make provision for STANTEC s entry to the PROJECT site as well as other public and private property as necessary for STANTEC to perform the SERVICES The CLIENT shall obtain any PME CM GPSA 99 01 Revised 829 00 1999 Stantec Consulting Ltd
required approvals licenses and permits from governmental or other authorities having jurisdiction over the PROJECT so as not to delay STANTEC in the performance of the SERVICES 57 The CLIENT shall not enter into other contracts in connection with the PROJECT with contractors or consultants which describe duties and responsibilities of STANTEC which are inconsistent with the duties and responsibilities of STANTEC as provided for in this AGREEMENT 58 The CLIENT shall designate in writing an individual to ad as his representative such person to have complete and exclusive authority to transmit instructions to and receive information from STANTEC ARTICLE 6 STANTEC RESPONSIBILITIES 61 STANTEC shall furnish the necessary qualified personnel to provide the SERVICES herein called for 62 STANTEC represents that it has access to the experience and capability necessary to and agrees to perform the SERVICES with reasonable diligence using reasonable skill and care to a standard which is expelled of a reputable consulting firm for SERVICES similar to the SERVICES specified herein This undertaking does not imply or guarantee a perfect PROJECT and in the event of failure or partial failure of the product of the SERVICES STANTEC will be liable only for its failure to exercise diligence reasonable care and professional skill This standard of care is the sole and excusive standard of care that will be applied to measure STANTEC performance There are no other representations or warranties expressed c implied made by STANTEC In particular but not by way of limitation no implied warranty of merchantability STANTEC or 4itne s for a particular purpose shall apply to the SERVICES provided by 63 In performing the SERVICES under this AGREEMENT STANTEC shall operate as and have the status of an independent contractor and shall not act as or be an employee of the CLIENT 64 The SERVICES performed by STANTEC shall be subject to the inspection and the review of the CLIENT at all times but such inspection and review shall not relieve STANTEC from its responsibility for the proper performance of the SERVICES 65 STANTEC does not warrant the products of the SERVICES to any person partnership corporation or entity of any sort other than the CLIENT shall indemnify and hold harmless STANTEC from any demands claims suits or actions of third parties arising out of STANTEC s performance or lack of performance of the SERVICES ARTICLE 7 ONUNERSHIP 8 USE OF DOCUMENTS PATENTS AND TRADEAflARKS 71 All documentation which is used in connection with the PROJECT and prepared by or on behalf of STANTEC are instruments of service and as such are the property of STANTEC STANTEC reserves the copyright therein and they are not to be used on any other work without the prior written agreement and remuneration of STANTEC The CLIENT is entitled to a copy of the said documentation in hard copy and digital form for record and maintenance purposes but only in connection with the PROJECT In the event that such documentation is used by the CLIENT for purposes other than in connection with the PROJECT or if the said documentation has been amended altered or revised in any manner whatsoever without notice to STANTEC and without receiving STANTEC prior written consent STANTEC does not warrant the fitness of same for the CLIENTS use and the CLIENT agrees to indemnify hold harmless and defend STANTEC from and against all claims demand losses damages liability and costs associated with such use by the CLIENT 72 The CLIENT and STANTEC agree that payment of STANTEC s fee by the CLIENT pursuant to this AGREEMENT shall be a condition precedent to the CLIENTs right to use documentation prepared by STANTEC for all purposes in connection with the PROJECT or under this AGREEMENT PME CM GPSA 99 01 Revised 829 00 1999 Stantec Consulting Ltd
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