Common use of CONSULTANT’S RESPONSIBILITIES Clause in Contracts

CONSULTANT’S RESPONSIBILITIES. AND SERVICES 1.1 The Services consist of those performed by the Consultant, Consultant’s employees, and Consultants subconsultants, if any, as enumerated in this Agreement and Exhibit ‘A.’ To the extent the requirements of this Agreement conflict with the terms of any exhibit or attachment, the terms of this Agreement shall control. 1.2 The Consultant represents that it is qualified and capable in all respects to perform the Services and has an established record of providing the type of services covered by this Agreement. Each person who performs the Services on behalf of the Consultant shall be experienced and qualified to perform the Services he or she performs, and the School District shall be entitled to rely on any assistance, guidance, direction, and advice provided by any such person. If requested by the School District, the Consultant shall remove from the Services, without cost to the School District or delay to the Services, any person whose removal the School District reasonably requests. 1.3 The Services shall be performed in a good, professional, and workmanlike manner, in accordance with the applicable standard of care, and with skill and diligence. The Consultant shall complete its Services by the Date of Completion specified on the cover page. 1.4 The Consultant’s Representative specified on the cover page shall be responsible for and in charge of the Services. The Consultant’s Representative shall not be changed for the duration of the Services without prior written approval from the School District. 1.5 At the time of performance, the Consultant shall be properly licensed, as required by applicable law, and properly equipped, organized, and financed to perform the Services. The Consultant shall also acquire and pay for (as part of Consultant’s Fee) any and all permits required by applicable law for the Consultant to properly perform the Services. The Consultant is responsible for ensuring that its Services are performed in accordance with all applicable School District policies and procedures. 1.6 The Consultant shall, at no cost to the School District, promptly and satisfactorily correct any Services that are defective or not in conformity with the requirements of this Agreement. The obligation of the Consultant to correct defective or nonconforming Services shall not in any way limit any other obligations of the Consultant and is in addition to any and all other rights and 1.7 The Consultant accepts the relationship of trust and confidence between the Consultant and the School District established in this Agreement. The Consultant shall cooperate with the School District and its employees, and the School District’s other consultants, contractors, subcontractors, suppliers, and others involved with or impacted by the Services, and shall use its best efforts to maintain a positive working relationship with each. 1.8 The Consultant shall be and operate as an independent contractor in the performance of the Services and shall have responsibility for all personnel performing the Services. The Consultant shall perform the Services in accordance with its own methods in an orderly and professional manner. In no event shall the Consultant be authorized on behalf of the School District to: (1) enter into any agreements; (2) waive any provisions of any agreements or receive or accept notice on behalf of the School District;

CONSULTANT’S RESPONSIBILITIES. AND SERVICES 1.1 The Services consist of those performed by the Consultant, Consultant’s employees, and Consultants subconsultants, if any, as enumerated in this Agreement and Exhibit ‘A.’ A. To the extent that the requirements of this Agreement conflict with the terms of any exhibit or attachmentExhibit A, the terms of this Agreement shall control. Except for the Consultant’s hourly rates, to the extent that the Consultant’s Proposal attaches or includes the Consultant’s or any of its subconsultants’ standard terms and conditions, such terms and conditions are not a part of this Agreement and are not binding on the School District. 1.2 The Consultant represents that it is qualified and capable in all respects to perform the Services and has an established record of providing the type of services covered by this Agreement. Each person who performs the Services on behalf of the Consultant shall be experienced and qualified to perform the Services he or she performs, and the School District shall be entitled to rely on any assistance, guidance, direction, and advice provided by any such person. If requested by the School District, the Consultant shall remove from the Services, without cost to the School District or delay to the Services, any person whose removal the School District reasonably requests. 1.3 The Services shall be performed in a good, professional, and workmanlike manner, in accordance with the applicable standard of care, and with skill and diligence. The Consultant shall complete its Services by the Date of Completion specified on the cover page. 1.4 The Consultant’s Representative specified on the cover page shall be responsible for and in charge of the Services. The Consultant’s Representative shall not be changed for the duration of the Services without prior written approval from the School District. 1.5 All notices required under this Agreement shall be directed to the School District’s Representative specified on the cover page and copied to the School District’s “Project Manager” as follows: 1.6 At the time of performance, the Consultant shall be properly licensed, as required by applicable law, and properly equipped, organized, and financed to perform the Services. The Consultant shall also acquire and pay for (as part of Consultant’s Fee) any and all permits required by applicable law for the Consultant to properly perform the Services. The Consultant is responsible for ensuring that its Services are performed in accordance with all applicable School District policies and procedures.as 1.6 1.7 The Consultant shall, at no cost to the School District, promptly and satisfactorily correct any Services that are defective or not in conformity with the requirements of this Agreement. The obligation of the Consultant to correct defective or nonconforming Services shall not in any way limit any other obligations of the Consultant and is in addition to any and all other rights andand remedies available to the School District under this Agreement or by law and shall in no event be construed or interpreted as obligating the School District to make any correction of defective or nonconforming Services. 1.7 1.8 The Consultant accepts the relationship of trust and confidence between the Consultant and the School District established in this Agreement. The Consultant shall cooperate with the School District and its employees, and the School District’s other consultants, contractors, subcontractors, suppliers, and others involved with or impacted by the Services, and shall use its best efforts to maintain a positive working relationship with each. 1.8 1.9 The Consultant shall be and operate as an independent contractor in the performance of the Services and shall have control over and responsibility for all personnel performing the Services. The Consultant shall perform the Services in accordance with its own methods in an orderly and professional manner. In no event shall the Consultant be authorized on behalf of the School District to: : (1) enter into any agreementsagreements or undertakings; (2) waive any provisions of any agreements or receive or accept notice on behalf of the School District;; (3) authorize any payments or accept or approve any documents, work, services, goods, or materials on behalf of the School District, or (4) act as or be an agent or employee of the School District. 1.10 The Consultant may designate and subcontract with subconsultants, but only with the School District’s prior written consent. The Consultant shall not subcontract with a subconsultant to which the School District has a reasonable objection. The Consultant shall incorporate the provisions of this Agreement and a scope of services consistent with its Services into its subcontracts, if any. Any subcontracting of any of the Services shall not relieve the Consultant from its responsibilities under this Agreement.

CONSULTANT’S RESPONSIBILITIES. AND SERVICES 1.1 § 2.1 The Services consist of those performed by the Consultant, Consultant’s employees, and Consultants subconsultants, if any, as enumerated in this Agreement and Exhibit ‘A.’ To the extent the requirements of this Agreement conflict Consultant shall perform its services consistent with the terms professional skill and care ordinarily provided by professionals practicing in the same or similar locality under the same or similar circumstances. The Consultant shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of any exhibit or attachment, the terms of this Agreement shall controlProject. 1.2 § 2.2 The Consultant represents that it is qualified and capable in all respects shall identify a representative authorized to perform the Services and has an established record of providing the type of services covered by this Agreement. Each person who performs the Services act on behalf of the Consultant shall be experienced with respect to This Portion of the Project, and qualified to key personnel who will perform the Services he or she performs, and the School District shall be entitled to rely on any assistance, guidance, direction, and advice provided by any such person. If requested by the School District, the Consultant shall remove from the Services, without cost to the School District or delay to the Services, any person whose removal the School District reasonably requests. 1.3 The Services shall be performed in a good, professional, and workmanlike manner, in accordance with the applicable standard of care, and with skill and diligenceConsultant’s services. The Consultant shall complete not replace its Services identified representative or key personnel without the Architect’s approval, which shall not unreasonably be withheld. § 2.3 The Consultant shall recommend to the Architect the appropriate investigations, surveys, tests, analyses, reports, and services of other consultants, that should be obtained for the proper execution of the Consultant’s services. § 2.4 The Consultant shall coordinate its services and its subconsultants’ services with those of the Architect and the Architect’s other consultants identified in Section 1.7 in order to avoid unreasonable delay in the orderly and sequential progress of the Architect’s or the Architect’s other consultants’ services. The Consultant shall coordinate all aspects of its design of the Work for This Portion of the Project with the Work designed by the Date of Completion specified on Architect and the cover pageArchitect’s other consultants. 1.4 § 2.5 The ConsultantConsultant shall provide copies of drawings, reports, specifications and other necessary information to the Architect and the Architect’s Representative specified on other consultants in the cover page format the Architect requires. § 2.6 The Consultant shall not be responsible for and in charge the acts or omissions of the ServicesArchitect, Architect’s other consultants, Design-Builder, Contractor, Subcontractors, their agents or employees, or other persons performing any of the Work. The Consultant shall provide prompt written notice to the Architect if the Consultant becomes aware of any errors, omissions or inconsistencies in the services or information provided by the Architect or other consultants for the Project. § 2.7 The Consultant shall submit for the Architect’s approval a schedule for the performance of the Consultant’s services consistent with the requirements of the Prime Agreement, which may be adjusted as the Project proceeds. The Consultant’s Representative schedule shall not be changed allow reasonable time for the duration of Architect and the Services without prior written approval from Architect’s other consultants to review the School District. 1.5 At Consultant’s submittals. Once approved by the Architect, time of performancelimits established by the schedule shall not, except for reasonable cause, be exceeded by the Consultant shall be properly licensed, as required by applicable law, and properly equipped, organized, and financed to perform the Services. The Consultant shall also acquire and pay for (as part of Consultant’s Fee) any and all permits required by applicable law for the Consultant to properly perform the Services. The Consultant is responsible for ensuring that its Services are performed in accordance with all applicable School District policies and proceduresor Architect. 1.6 The Consultant shall, at no cost to the School District, promptly and satisfactorily correct any Services that are defective or not in conformity with the requirements of this Agreement. The obligation of the Consultant to correct defective or nonconforming Services shall not in any way limit any other obligations of the Consultant and is in addition to any and all other rights and 1.7 The Consultant accepts the relationship of trust and confidence between the Consultant and the School District established in this Agreement. The Consultant shall cooperate with the School District and its employees, and the School District’s other consultants, contractors, subcontractors, suppliers, and others involved with or impacted by the Services, and shall use its best efforts to maintain a positive working relationship with each. 1.8 The Consultant shall be and operate as an independent contractor in the performance of the Services and shall have responsibility for all personnel performing the Services. The Consultant shall perform the Services in accordance with its own methods in an orderly and professional manner. In no event shall the Consultant be authorized on behalf of the School District to: (1) enter into any agreements; (2) waive any provisions of any agreements or receive or accept notice on behalf of the School District;

CONSULTANT’S RESPONSIBILITIES. AND SERVICES 1.1 The Services consist of those performed by the Consultant, Consultant’s employees, and Consultants subconsultants, if any, as enumerated in this Agreement and Exhibit ‘A.’ To the extent the requirements of this Agreement conflict with the terms of any exhibit or attachment, the terms of this Agreement shall control. 1.2 The Consultant represents that it is qualified and capable in all respects to perform the Services and has an established record of providing the type of services covered by this Agreement. Each person who performs the Services on behalf of the Consultant shall be experienced and qualified to perform the Services he or she performs, and the School District shall be entitled to rely on any assistance, guidance, direction, and advice provided by any such person. If requested by the School District, the Consultant shall remove from the Services, without cost to the School District or delay to the Services, any person whose removal the School District reasonably requests. 1.3 The Services shall be performed in a good, professional, and workmanlike manner, in accordance with the applicable standard of care, and with skill and diligence. The Consultant shall complete its Services by the Date of Completion specified on the cover page. 1.4 The Consultant’s Representative specified on the cover page shall be responsible for and in charge of the Services. The Consultant’s Representative shall not be changed for the duration of the Services without prior written approval from the School DistrictDistrict which consent shall not be unreasonable withheld, which consent shall not be unreasonably withheld. 1.5 At the time of performance, the Consultant shall be properly licensed, as required by applicable law, and properly equipped, organized, and financed to perform the Services. The Consultant shall also acquire and pay for (as part of Consultant’s Fee) any and all permits required by applicable law for the Consultant to properly perform the Services. The Consultant is responsible for ensuring that its Services are performed in accordance with all applicable School District policies and procedures. 1.6 The Consultant shall, at no cost to the School District, promptly and satisfactorily correct any Services that are defective or not in conformity with the requirements of this Agreement. The obligation of the Consultant to correct defective or nonconforming Services shall not in any way limit any other obligations of the Consultant and is in addition to any and all other rights andServices 1.7 The Consultant accepts the relationship of trust and confidence between the Consultant and the School District established in this Agreement. The Consultant shall cooperate with the School District and its employees, and the School District’s other consultants, contractors, subcontractors, suppliers, and others involved with or impacted by the Services, and shall use its best efforts to maintain a positive working relationship with each. 1.8 The Consultant shall be and operate as an independent contractor in the performance of the Services and shall have responsibility for all personnel performing the Services. The Consultant shall perform the Services in accordance with its own methods in an orderly and professional manner. In no event shall the Consultant be authorized on behalf of the School District to: (1) enter into any agreements; (2) waive any provisions of any agreements or receive or accept notice on behalf of the School District;

CONSULTANT’S RESPONSIBILITIES. AND SERVICESA. The Consultant will diligently work to accomplish said Project(s) within the intent of the program(s) and budget(s). In the event the Consultant determines that the Project(s) cannot be accomplished within the established budget(s), he shall notify the Owner of this fact in writing prior to completion of the Schematic Design Phase, so that the Project(s) scope can be reviewed and modified if necessary. 1.1 B. The Services consist Consultant agrees to full inspection of those performed the job site prior to commencing his Work and shall use reasonable care to verify that all information supplied to him by the Consultant, Consultant’s employees, Owner is correct and Consultants subconsultants, if any, as enumerated in this Agreement and Exhibit ‘A.’ To the extent the requirements of this Agreement conflict with the terms of any exhibit or attachment, the terms of this Agreement shall controlaccurate. 1.2 C. The Consultant represents that it is qualified agrees to provide all drawings and capable in all respects reproductions for review by the Owner prior to perform completing the Services and has Construction Documents. D. The Consultant shall provide upon demand evidence of an established record of providing appropriate professional liability insurance policy. E. At the type of services covered by this Agreement. Each person who performs the Services on behalf completion of the Consultant shall be experienced and qualified to perform the Services he or she performs, and the School District shall be entitled to rely on any assistance, guidance, direction, and advice provided by any such person. If requested by the School DistrictProject, the Consultant shall remove from provide the Owner with one set of prints showing the project drawings, with all changes and additions incorporated therein. In addition, the Consultant shall provide the Facilities Management Department an electronic copy on CD or DVD disk(s) of the same drawings in both AutoCAD.DWG and .TIF format. F. The Consultant shall see that the design of all connections to private or public utility systems or public roads and streets comply with applicable ordinances, regulations and codes. G. If Consultant renders basically Architectural Services, he hereby agrees that all plans, specifications, detail drawings, etc., for Engineering work pertaining to heating, ventilation, refrigeration, electrical, or other mechanical or structural work shall be done by a registered professional Engineer in his own organization, or agrees to employ without additional cost to the School District or delay Owner, and subject to the Servicesapproval of the Owner, any person whose removal the School District reasonably requests. 1.3 The Services shall be performed services of registered professional Engineers regularly engaged in a good, professional, and workmanlike manner, in accordance with the applicable standard of care, and with skill and diligencework. The Consultant shall complete its Services by enter into Contract agreements with such registered professional Engineers which Contracts shall bind the Date of Completion specified on the cover pageEngineers in terms and responsibilities substantially as set forth herein regarding design and inspection services. 1.4 The Consultant’s Representative specified on the cover page H. If Consultant renders basically Engineering Services, he hereby agrees that all plans, specifications, detailed drawings, etc., for Architectural work pertaining to this Project shall be responsible for done by a registered professional Architect in his own organization, or agrees to employ without additional cost to the Owner, and in charge subject to the approval of the Services. The Consultant’s Representative shall not be changed for the duration of the Services without prior written approval from the School District. 1.5 At the time of performanceOwner, the Consultant shall be properly licensed, as required by applicable law, and properly equipped, organized, and financed to perform services of a registered professional Architect regularly engaged in the Serviceswork. The Consultant shall also acquire and pay for (as part of Consultant’s Fee) any and all permits required by applicable law for the Consultant to properly perform the Services. The Consultant is responsible for ensuring that its Services are performed in accordance with all applicable School District policies and procedures. 1.6 The Consultant shall, at no cost to the School District, promptly and satisfactorily correct any Services that are defective or not in conformity with the requirements of this Agreement. The obligation of the Consultant to correct defective or nonconforming Services shall not in any way limit any other obligations of the Consultant and is in addition to any and all other rights and 1.7 The Consultant accepts the relationship of trust and confidence between the Consultant and the School District established in this Agreement. The Consultant shall cooperate with the School District and its employees, and the School District’s other consultants, contractors, subcontractors, suppliers, and others involved with or impacted by the Services, and shall use its best efforts to maintain a positive working relationship with each. 1.8 The Consultant shall be and operate as an independent contractor in the performance of the Services and shall have responsibility for all personnel performing the Services. The Consultant shall perform the Services in accordance with its own methods in an orderly and professional manner. In no event shall the Consultant be authorized on behalf of the School District to: (1) enter into any agreements; (2) waive any provisions of any agreements or receive or accept notice on behalf of a Contract agreement with such registered professional Architects, which Contract shall bind the School District;Architects to terms and responsibilities substantially as set forth herein regarding design and inspection services.

CONSULTANT’S RESPONSIBILITIES. AND SERVICESA. The Consultant shall perform those services specified in Exhibit A (Scope of Work) and any such additional services as may be authorized in accordance with Article 6 hereof. 1.1 The Services consist B. Consultant enters into this Contract, and will remain through the term of those performed by this Contract, as an independent contractor. Consultant agrees that Consultant is not and will not become an employee of the Consultant, Consultant’s District while this Contract is in effect. Consultant is not entitled to the rights or benefits afforded to the District's employees, including but not limited to disability or unemployment insurance, worker's compensation, medical insurance, sick leave or other employment benefits. Consultant is responsible for providing at Consultant's own expense disability, unemployment, and Consultants subconsultantsother insurance, if anytraining, as enumerated in this Agreement permits, and Exhibit ‘A.’ To the extent the requirements of this Agreement conflict with the terms of any exhibit or attachment, the terms of this Agreement shall control. 1.2 licenses for Consultant and for Consultant's employees and subcontractors. The Consultant represents that it is qualified and capable in all respects to perform the Services and has an established record of providing the type of services covered by this Agreement. Each person who performs the Services on behalf of the Consultant shall be experienced responsible for methods and qualified means used in performing the Consultant's services under this Contract. C. In the event the Consultant's services are related to perform the Services he or she performs, and the School District shall be entitled to rely on any assistance, guidance, direction, and advice provided by any such person. If requested by the School Districta particular project, the Consultant shall remove from the Services, without cost to the School District or delay to the Services, any person whose removal the School District reasonably requests. 1.3 The Services Consultant's services shall be performed in a good, professional, and workmanlike manner, in accordance sequence and timing so that they will be coordinated with the applicable standard needs of carethe District and other consultants, engineers, architects or contractors for the project. The District shall be the general administrator of the professional services for the project and with skill shall facilitate the exchange of information amongst the consultants, engineers, architects or contractors retained by the District for the project as necessary for the coordination of the project. Except as authorized by the District, all communications between the Consultants and diligence. the District or others for the project shall be through the District. D. The Consultant shall complete its Services by provide progress copies of drawings, reports, specifications and other necessary information to the Date of Completion specified on the cover page. 1.4 The Consultant’s Representative specified on the cover page shall be responsible District and other contracted consultants for coordination and in charge review. All aspects of the Services. The Consultant’s Representative shall not be changed for the duration of the Services without prior written approval from the School District. 1.5 At the time of performance, project designed by the Consultant shall be properly licensed, as required coordinated by applicable lawthe Consultant, and properly equippedthe Consultant shall also become familiar with aspects of the project designed by the engineers and/or contracted consultants as necessary for the proper coordination of the project. E. Consultant may, organizedat Consultant's own expense, and financed use any employees or subconsultants as Consultant deems necessary to perform the Servicesservices required of Consultant by this Contract. The Consultant shall also acquire and pay for (as part of Consultant’s Fee) any and all permits required by applicable law for the Consultant to properly perform the Services. The Consultant is responsible for ensuring that its Services are performed in accordance with all applicable School District policies and procedures. 1.6 The Consultant shall, at no cost to the School District, promptly and satisfactorily correct any Services that are defective or not in conformity with the requirements of this Agreement. The obligation of the Consultant to correct defective or nonconforming Services shall not in any way limit any other obligations of the Consultant and is in addition to any and all other rights and 1.7 The Consultant accepts the relationship of trust and confidence between the Consultant and the School District established in this Agreement. The Consultant shall cooperate with the School District and its employeescontrol, and the School District’s other consultants, contractors, subcontractors, suppliers, and others involved with direct or impacted by the Services, and shall use its best efforts to maintain a positive working relationship with each. 1.8 The Consultant shall be and operate as an independent contractor supervise Consultant's employees or subconsultants in the performance of the Services those services. F. Consultant agrees that all designs, plans reports, specifications, drawings, inventions, processes and shall have responsibility for all personnel performing the Services. The other information or documents produced by Consultant shall perform the Services in accordance with its own methods in an orderly and professional manner. In no event shall the Consultant be authorized on behalf as a product of the School performance of Consultant's services under this Contract will be and are hereby assigned to the District to: (1) enter into any agreements; (2) waive any provisions of any agreements or receive or accept notice on behalf as the sole and exclusive property of the School District and the District;'s assigns, nominees and successors, as well as any copyrights, patents, or trademarks obtained by Consultant in connection with the performance of services under this Contract. G. Any written, printed, graphic, electronically or magnetically recorded information furnished by the District for Consultant's use are the sole property of the District. All such information shall be proprietary, including, but not limited to customer requirements, customer lists, marketing information and information regarding the project, the District's employees, products, services, prices, operations and subsidiaries. Consultant will keep such proprietary information in the strictest confidence, and will not disclose it by any means to any person except with the District's approval or except as required by law. On termination of the Contract, Consultant will return any proprietary information in Consultant's possession to the District. H. Consultant agrees to indemnify and hold harmless the District, the members of its governing board and its officers, agents and employees from and against all demand, claims, damages, losses, liabilities, expenses and/or costs including reasonable attorney's fees and court costs, arising out of Consultant's willful misconduct, or negligent or reckless acts, errors, or omissions of services contemplated by this Contract, except however, for any such demands, claims, damages, losses liabilities, expenses and/or costs resulting from the willful misconduct, reckless acts, errors or omissions, or negligence of the District and/or its prorata share of negligence.

CONSULTANT’S RESPONSIBILITIES. AND SERVICES 1.1 The Services consist of those performed by the Consultant, Consultant’s employees, and Consultants subconsultants, if any, as enumerated in this Agreement and Exhibit ‘A.’ To the extent the requirements of this Agreement conflict with the terms of any exhibit or attachment, the terms of this Agreement shall control. 1.2 The Consultant represents that it is qualified and capable in all respects to perform the Services and has an established record of providing the type of services covered by this Agreement. Each person who performs the Services on behalf of the Consultant shall be experienced and qualified to perform the Services he or she performs, and the School District shall be entitled to rely on any assistance, guidance, direction, and advice provided by any such person. If requested by the School District, the Consultant shall remove from the Services, without cost to the School District or delay to the Services, any person whose removal the School District reasonably requests. 1.3 The Services shall be performed in a good, professional, and workmanlike manner, in accordance with the applicable standard of care, and with skill and diligence. The Consultant shall complete its Services by the Date of Completion specified on the cover page. 1.4 The Consultant’s Representative specified on the cover page shall be responsible for and in charge of the Services. The Consultant’s Representative shall not be changed for the duration of the Services without prior written approval from the School District. 1.5 At the time of performance, the Consultant shall be properly licensed, as required by applicable law, and properly equipped, organized, and financed to perform the Services. The Consultant shall also acquire and pay for (as part of Consultant’s Fee) any and all permits required by applicable law for the Consultant to properly perform the Services. The Consultant is responsible for ensuring that its Services are performed in accordance with all applicable School District policies and procedures.The 1.6 The Consultant shall, at no cost to the School District, promptly and satisfactorily correct any Services that are defective or not in conformity with the requirements of this Agreement. The obligation of the Consultant to correct defective or nonconforming Services shall not in any way limit any other obligations of the Consultant and is in addition to any and all other rights andand remedies available to the School District under this Agreement or by law and shall in no event be construed or interpreted as obligating the School District to make any correction of defective or nonconforming Services. 1.7 The Consultant accepts the relationship of trust and confidence between the Consultant and the School District established in this Agreement. The Consultant shall cooperate with the School District and its employees, and the School District’s other consultants, contractors, subcontractors, suppliers, and others involved with or impacted by the Services, and shall use its best efforts to maintain a positive working relationship with each. 1.8 The Consultant shall be and operate as an independent contractor in the performance of the Services and shall have responsibility for all personnel performing the Services. The Consultant shall perform the Services in accordance with its own methods in an orderly and professional manner. In no event shall the Consultant be authorized on behalf of the School District to: (1) enter into any agreements; (2) waive any provisions of any agreements or receive or accept notice on behalf of the School District;; (3) authorize any payments or accept or approve any documents, work, services, goods, or materials on behalf of the School District, or (4) act as or be an agent or employee of the School District. 1.9 The Consultant may designate and subcontract with subconsultants with the School District’s prior written consent. The Consultant shall not subcontract with a subconsultant to which the School District has a reasonable objection. The Consultant shall incorporate the provisions of this

CONSULTANT’S RESPONSIBILITIES. AND SERVICESa. The Consultant shall perform its services consistent with the professional skill and care ordinarily provided by professionals practicing in the same or similar locality under the same or similar circumstances. The Consultant shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. 1.1 b. The Services consist Consultant shall designate a representative authorized to act on the Consultant's behalf. The Consultant shall not replace its identified representative without the Client’s approval, which shall not unreasonably be withheld. The Consultant designates: c. The Consultant shall recommend to the Client the appropriate investigations, analyses, reports, and the services of other consultants that are necessary for the proper execution of the Consultant’s services. The Consultant shall review the information provided by the Client and promptly notify the Client if the Consultant needs further information to perform its services. d. The Consultant shall coordinate its services with those performed of the Client's other consultants for the Project, if any. e. The Consultant shall provide copies of the Instruments of Service, and other necessary information to the Client in the format the Client requires. f. The Consultant shall submit a schedule for the performance of the Consultant’s services, which may be adjusted as the Project proceeds. The Consultant’s schedule shall allow reasonable time for the Client to review the Consultant’s submittals. Once approved by the Client, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Consultant, Consultant’s employees, and Consultants subconsultants, if any, as enumerated in this Agreement and Exhibit ‘A.’ To the extent the requirements of this Agreement conflict with the terms of any exhibit or attachment, the terms of this Agreement shall control. 1.2 g. The Consultant represents that it is qualified and capable in all respects to perform the Services and has an established record of providing the type of services covered by this Agreement. Each person who performs the Services on behalf of the Consultant shall be experienced and qualified to perform the Services he or she performs, and the School District shall be entitled to rely on any assistance, guidance, direction, the accuracy and advice provided by any such person. If requested completeness of services and information furnished by the School District, the Consultant shall remove from the Services, without cost to the School District or delay to the Services, any person whose removal the School District reasonably requests. 1.3 The Services shall be performed in a good, professional, and workmanlike manner, in accordance with the applicable standard of care, and with skill and diligenceClient. The Consultant shall complete its Services by provide prompt written notice to the Date Client if the Consultant becomes aware of Completion specified on the cover pageany errors, omissions or inconsistencies in such services or information. 1.4 h. The Consultant’s Representative specified on the cover page shall be Consultant is an independent contractor, responsible for methods and means used in charge performing the Consultant's services under this Agreement, and is not an employee, agent or partner of the ServicesClient. The Consultant’s Representative This agreement shall not be changed for the duration deemed to create a relationship of the Services without prior written approval from the School District. 1.5 At the time of performanceemployment, the Consultant shall be properly licensed, as required by applicable law, and properly equipped, organized, and financed to perform the Services. The Consultant shall also acquire and pay for (as part of Consultant’s Fee) any and all permits required by applicable law for the Consultant to properly perform the Services. The Consultant is responsible for ensuring that its Services are performed in accordance with all applicable School District policies and procedures. 1.6 The Consultant shall, at no cost to the School District, promptly and satisfactorily correct any Services that are defective partnership or not in conformity with the requirements of this Agreement. The obligation of the Consultant to correct defective or nonconforming Services shall not in any way limit any other obligations of the joint venture between Consultant and is in addition to any and all other rights and 1.7 The Consultant accepts the relationship of trust and confidence between the Consultant and the School District established in this Agreement. The Consultant shall cooperate with the School District and its employees, and the School District’s other consultants, contractors, subcontractors, suppliers, and others involved with or impacted by the Services, and shall use its best efforts to maintain a positive working relationship with eachClient. 1.8 The Consultant shall be and operate as an independent contractor in the performance of the Services and shall have responsibility for all personnel performing the Services. The Consultant shall perform the Services in accordance with its own methods in an orderly and professional manner. In no event shall the Consultant be authorized on behalf of the School District to: (1) enter into any agreements; (2) waive any provisions of any agreements or receive or accept notice on behalf of the School District;