Consultants’ Services All consultants’ services required for the Project and to be financed out of the proceeds of the Financing shall be procured in accordance with the requirements set forth or referred to in Sections I and IV of the Consultant Guidelines, and with the provisions of this Section.
Particular Methods of Procurement of Consultants’ Services 1. Quality- and Cost-based Selection. Except as otherwise provided in paragraph 2 below, consultants’ services shall be procured under contracts awarded on the basis of Quality and Cost-based Selection.
Other Methods of Procurement of Consultants’ Services The following table specifies the methods of procurement, other than Quality and Cost-based Selection, which may be used for consultants’ services. The Procurement Plan shall specify the circumstances under which such methods may be used.
(a) Quality-based Selection (b) Selection under a Fixed Budget
Engagement of Services Consultant shall perform the services described on Exhibit A attached hereto (the “Services”) for the Company to the best of Consultant’s ability. The Company selected Consultant to perform services for it based upon the Company receiving Consultant’s personal services. Consultant therefore may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s prior written consent. Consultant shall provide the Services in a professional manner and in a manner reasonably satisfactory to the Company.
The Advisers Services (a) DISCRETIONARY INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as investment adviser with respect to the Funds. In such capacity, the Adviser shall, subject to the supervision of the Board, regularly provide the Funds with investment research, advice and supervision and shall furnish continuously an investment program for the Funds, consistent with the respective investment objectives and policies of each Fund. The Adviser shall determine, from time to time, what securities shall be purchased for the Funds, what securities shall be held or sold by the Funds and what portion of the Funds' assets shall be held uninvested in cash, subject always to the provisions of the Trust's Agreement and Declaration of Trust, By-Laws and its registration statement on Form N-1A (the "Registration Statement") under the 1940 Act, and under the Securities Act of 1933, as amended (the "1933 Act"), covering Fund shares, as filed with the Securities and Exchange Commission (the "Commission"), and to the investment objectives, policies and restrictions of the Funds, as each of the same shall be from time to time in effect. To carry out such obligations, the Adviser shall exercise full discretion and act for the Funds in the same manner and with the same force and effect as the Funds themselves might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. No reference in this Agreement to the Adviser having full discretionary authority over each Fund's investments shall in any way limit the right of the Board, in its sole discretion, to establish or revise policies in connection with the management of a Fund's assets or to otherwise exercise its right to control the overall management of a Fund.
Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.
Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.
Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.
STATEMENT OF SERVICES TO BE PROVIDED The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in Attachment A – Statement of Work.
SERVICES TO BE PROVIDED BY CONSULTANT 1.1 In compliance with all of the terms and conditions of this Agreement, CONSULTANT shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Services when required by ANAHEIM. The Services are more particularly described in the General Scope of Work attached hereto as Exhibit A and incorporated herein by this reference (“General Scope of Work”). In addition to the General Scope of Work, the Services will also be described in a Request for Work Order Proposal (“RFWOP”) and in a Notice to Proceed, as described in Section 1.4. ANAHEIM may elect to delete certain tasks of the General Scope of Work or the RFWOP at its sole discretion. The Services will not be performed by the CONSULTANT until ANAHEIM selects CONSULTANT in accordance with this Section 1. If selected, CONSULTANT shall perform the Services as directed by ANAHEIM and in accordance with the RFWOP, the Notice to Proceed, and this Agreement. By entering into this Agreement, ANAHEIM does not guarantee CONSULTANT that ANAHEIM will select CONSULTANT to provide any Services under this Agreement.
1.2 When the Services are required, ANAHEIM will issue an RFWOP in writing or electronically for the project-specific Services, including a specific scope of work, schedule for completion of the Services, task specifications, name of the Project Administrator, and other data specific to that RFWOP. CONSULTANT shall submit, within the time stated in the RFWOP, a sealed Work Order Proposal (“Work Order Proposal”) indicating the cost, task completion schedule, and other information requested in that RFWOP. CONSULTANT shall submit an electronic sealed Work Order Proposal when it is required by the RFWOP, and CONSULTANT shall abide by all RFWOP electronic proposal requirements.
1.3 For any RFWOP with an anticipated fee : (i) under $50,000, ANAHEIM will send, in writing or electronically, the RFWOP to one (1) pre-qualified consultant, which may or may not include CONSULTANT; (ii) of $50,000 to $150,000, ANAHEIM will send, in writing or electronically, the RFWOP to up to three (3) pre-qualified consultants, which may or may not include CONSULTANT; (iii) of $150,000 and up to $250,00, ANAHEIM will send, in writing or electronically, the RFWOP to up to five (5) pre-qualified consultants, which may or may not include CONSULTANT. ANAHEIM does not give any guarantee to CONSULTANT that ANAHEIM will send such an RFWOP to CONSULTANT at any point during the term of this Agreement. If (a) ANAHEIM sends CONSULTANT an RFWOP and (b) CONSULTANT desires to be considered for the RFWOP, CONSULTANT shall submit, within the time stated in the RFWOP, a sealed Work Order Proposal indicating the cost, task completion schedule, and other information requested in that RFWOP. CONSULTANT shall submit an electronic sealed Work Order Proposal when it is required by the RFWOP, and CONSULTANT shall abide by all RFWOP electronic proposal requirements.
1.4 Selection of a prequalified consultant to complete the Services requested in any RFWOP shall be based on the criteria set forth herein. ANAHEIM will issue a Notice to Proceed (“Notice”) to the successful consultant who has submitted a Work Order Proposal. The Notice and the RFWOP shall constitute the “Work Order”. If CONSULTANT fails to promptly commence work and/or diligently pursue a Work Order as set forth therein, ANAHEIM may elect to terminate the Work Order or this Agreement.
1.5 CONSULTANT acknowledges that ANAHEIM may enter into agreements similar to this Agreement with other consultants. It is understood and agreed that a Work Order will be awarded to the prequalified consultant most qualified in ANAHEIM's opinion to provide services set forth in the RFWOP within the scheduled completion date based upon the following criteria:
.01 Ability of the consultant to perform the specific tasks outlined in the RFWOP;
.02 Qualifications of the specific individuals to perform the specific tasks outlined in the RFWOP;
.03 Amount and quality of time key personnel will be involved in their respective portions of the Services outlined in the RFWOP;
.04 Reasonableness of the fee requested to provide the Services outlined in the RFWOP;
.05 Demonstrated record of success by the consultant on work previously performed for ANAHEIM or for other municipalities or enterprises and .06 The specific methods and techniques to be employed by the consultant in providing the Services outlined in the RFWOP.
1.6 In the event of conflicting provisions, the provisions shall govern in the following order: (1) the Notice to Proceed; (2) the RFWOP; (3) CONSULTANT’s Work Order;
