Common use of Directives for Performance of the Services Clause in Contracts

Directives for Performance of the Services. 1. The Commissioning Agent shall provide all Services for the Project in accordance with the terms and conditions of this Agreement. The Commissioning Agent's performance of Services shall be as a professional Commissioning Agent for the Owner to carry out the activities of equipment and system commissioning, and to provide the technical documents and testing to achieve the Owner's Project objectives. 2. In administering this Agreement, the Owner may employ the services of an independent project manager, and potentially, other consultants as needed to fulfill the Owner’s objectives. Commissioning Agent shall cooperate with, and coordinate its Services with, such other consultants as the Owner and/or its Project Commissioning Agent may retain, as well as the Contractor and its subcontractors, in order to complete the commissioning Services and Project in a timely, cost-effective, and efficient manner. 3. Upon execution of the Agreement, Commissioning Agent shall provide Owner with a list of all Consultants Commissioning Agent intends to utilize on the Project. The list shall include such information on the qualifications of the Consultants as may be requested by the Owner. The Owner reserves the right to review the Consultants proposed, and the Commissioning Agent shall not retain a Consultant to which the Owner has a reasonable objection. 4. The Commissioning Agent shall provide to the Owner a list of its proposed key personnel and its Consultants to be engaged in performance of Services. This list shall include such information on the professional background of each of the assigned personnel as may be requested by the Owner. The Commissioning Agent acknowledges that award of this Agreement was made on the basis of the unique background and abilities of the proposed key personnel and Consultants identified in Commissioning Agent’s proposal for Services. Therefore, Commissioning Agent shall make available key personnel and Consultants as identified in its proposal. Any attempted substitution without written consent of Owner shall constitute a material breach of this Agreement. In the event that key personnel or Consultants become unavailable to Commissioning Agent at any time, Commissioning Agent shall replace the key personnel and Consultants with personnel or Consultants having substantially equivalent or better qualifications than the key personnel or Consultant being replaced, as approved by Owner. Likewise, the Commissioning Agent shall remove any personnel or Consultants from the Project if so directed by Owner in writing following discussion with the Commissioning Agent, provided that Commissioning Agent shall have a reasonable time period within which to find a suitable replacement. The Commissioning Agent represents and warrants that the key personnel and Consultants identified on the attached Exhibit 1 are fully licensed to perform the particular Services assigned to them on the Project. 5. Commissioning Agent shall make no news release, press release or statement to a member of the news media regarding this Project or its Services being provided pursuant to this Agreement without prior written authorization from Owner.

Directives for Performance of the Services. 1. The Commissioning Agent Consultant shall provide all Services for the Project in accordance with the terms and conditions of this AgreementSupplement. The Commissioning AgentConsultant's performance of Services shall be as a professional Commissioning Agent Consultant for the Owner to carry out the activities of equipment materials testing and system commissioning, and to provide the technical documents and testing to achieve the Owner's Project objectivesspecial inspections. 2. All tests and inspections performed as a part of the Services shall be performed in strict accordance with the procedures/methodology, requirements, and standards set by the applicable building code or ordinance, unless otherwise specified in this Supplement. In the absence of either a code or ordinance establishing applicable procedures/methodology, requirements, and standards, or a specific Supplement provision establishing a particular method or procedure to be used, the Consultant shall comply with the industry standard testing methods and inspection procedures applicable to the material tested or inspection performed. 3. In administering this AgreementSupplement, the Owner may employ the services of an independent project manager, and potentially, other consultants as needed to fulfill the Owner’s objectives. Commissioning Agent Consultant shall cooperate with, and coordinate its Services with, the Project Engineer and such other consultants as the Owner and/or its the Project Commissioning Agent Consultant may retain, as well as the Contractor Project construction contractor and its subcontractors, in order to complete the commissioning Services and Project in a timely, cost-effective, and efficient manner. 3. Upon execution of the Agreement, Commissioning Agent shall provide Owner with a list of all Consultants Commissioning Agent intends to utilize on the Project. The list shall include such information on the qualifications of the Consultants as may be requested by the Owner. The Owner reserves the right to review the Consultants proposed, and the Commissioning Agent shall not retain a Consultant to which the Owner has a reasonable objection. 4. The Commissioning Agent shall provide to the Owner a list of its proposed key personnel and its Consultants to be engaged in performance of Services. This list shall include such information on the professional background of each of the assigned personnel as may be requested by the Owner. The Commissioning Agent Consultant acknowledges that the award of this Agreement Supplement was made on the basis of the unique background and abilities of the Testing Agents and the proposed key personnel and Consultants that Consultant identified in Commissioning AgentConsultant’s proposal for Services. Therefore, Commissioning Agent Consultant shall make available the Testing Agents and key personnel and Consultants as identified in its proposal. Any attempted substitution without the written consent of Owner shall constitute a material breach of this AgreementSupplement. In the event that any Testing Agent or key personnel or Consultants become unavailable to Commissioning Agent for the performance of the Services at any timetime through no fault of Consultant, Commissioning Agent Consultant shall replace the Testing Agent or key personnel and Consultants personnel, as the case may be, with personnel or Consultants having substantially equivalent or better qualifications than the Testing Agent or key personnel or Consultant being replaced, as approved by Owner. Likewise, the Commissioning Agent Consultant shall remove any personnel or Consultants Testing Agents from the Project if so directed by Owner in writing following discussion with the Commissioning AgentConsultant, provided that Commissioning Agent Consultant shall have a reasonable time period within which to find a suitable replacement. The Commissioning Agent represents and warrants that the key personnel and Consultants identified on the attached Exhibit 1 are fully licensed to perform the particular Services assigned to them on the Project. 5. Commissioning Agent Consultant shall make no news release, press release or statement to a member of the news media regarding this Project or its Services being provided pursuant to this Agreement Supplement without prior written authorization from Owner.

Directives for Performance of the Services. 1. The Commissioning Agent Consultant shall provide all Services for the Project in accordance with the terms and conditions of this Agreement. The Commissioning AgentConsultant's performance of Services shall be as a professional Commissioning Agent for Consultant to the Owner to carry out the activities of equipment and system commissioning, Project and to provide the technical documents and testing supervision to achieve the Owner's Project objectives. 2. In administering this Agreement, the Owner may employ the services of an independent project manager, and potentially, other consultants as needed to fulfill the Owner’s objectives. Commissioning Agent shall cooperate with, and coordinate its Services with, such other consultants as the Owner and/or its Project Commissioning Agent may retain, as well as the Contractor and its subcontractors, in order to complete the commissioning Services and Project in a timely, cost-effective, and efficient manner. 3. Upon execution of the Agreement, Commissioning Agent The Consultant shall provide Owner with a list of all Consultants Commissioning Agent sub-consultants which the Consultant intends to utilize on the Project. The list shall include such information on the qualifications of the Consultants sub-consultants as may be requested by the Owner. The Owner reserves the right to review the Consultants sub-consultants proposed, and the Commissioning Agent Consultant shall not retain a Consultant sub-consultant to which the Owner has a reasonable objection. 4. The Commissioning Agent Consultant shall provide to utilize the Owner a list of its proposed key personnel and its Consultants sub-consultants identified on the attached Exhibit 1 in the performance of the Services for the Project. In addition to the full names, titles/positions and a summary of the duties and Services to be engaged performed by the key personnel and sub-consultants that are included in performance of Services. This list shall include the attached Exhibit 1, the Consultant agrees to promptly provide such additional information on the professional background of each of the assigned personnel and sub-consultants as may be requested by the Owner. The Commissioning Agent Consultant acknowledges that the Owner’s award of this Agreement to the Consultant was made on the basis of the unique background and abilities of the proposed Consultant’s key personnel and Consultants sub- consultants originally identified in Commissioning Agentthe Consultant’s proposal for ServicesRFP Response. Therefore, Commissioning Agent shall make available key personnel the Consultant specifically understands and Consultants as identified in its proposal. Any agrees that any attempted substitution or replacement of a key person or sub-consultant by the Consultant, without the written consent of Owner the Owner, shall constitute a material breach of this Agreement. In the event that key personnel or Consultants sub- consultants become unavailable to Commissioning Agent the Consultant at any timeanytime, Commissioning Agent Consultant shall replace the key personnel and Consultants sub-consultants with personnel or Consultants sub-consultants having substantially equivalent or better qualifications than the key personnel or Consultant sub-consultants being replaced, as confirmed and approved by Owner. Likewise, the Commissioning Agent Consultant shall remove any personnel individual or Consultants sub- consultant from the Project if so directed by Owner in writing following discussion with the Commissioning AgentConsultant, provided that Commissioning Agent Consultant shall have a reasonable time period within which to find a suitable replacement. The Commissioning Agent Consultant represents and warrants that the key personnel and Consultants sub-consultants identified on the attached Exhibit 1 are fully licensed to perform the particular Services assigned to them on the Project. 5. Commissioning Agent Consultant shall make no news release, press release or statement to a member of the news media regarding this Project or its Services being provided pursuant to this Agreement without prior written authorization from Owner.

Directives for Performance of the Services. 1. The Commissioning Agent Architect shall provide, with the assistance of the Consultants, the professional Services more particularly described in Section VII below for this Project. 2. The Architect shall provide a schedule for the performance of the Services upon execution of this Agreement. Time is of the essence in the performance of this Agreement. 3. The estimated Direct Construction Cost of the Project is $ to $ . SAMPL exceed the budget for the Project listed earlier in this Section by more that 10 percent, Architect, upon notice from Owner and prior to the award of the construction contract, agrees to modify, at Architect's sole expense, Architect's Schematic Design documents, Design Development documents or Construction Documents (or with owners approval those portions of those documents where opinions of probable construction costs or bids exceeded the budget or stipulated percentage). This redesign effort shall constitute Architect's sole responsibility with respect to its opinions of probable construction cost, and Architect agrees to cooperate with Owner in revising the Project scope and quality in order to reduce the opinion of probable Construction Cost, or the bids or negotiated price, so that they do not exceed the Project budget. 5. The Architect shall provide all Services for the Project in accordance with the terms and conditions of this Agreement. The Commissioning AgentArchitect's performance of Services shall be as a professional Commissioning Agent for Architect to the Owner to carry out perform the activities of equipment and system commissioningprofessional services necessary for the Project, and to provide the technical documents and testing supervision required to achieve the Owner's Project objectives. 26. In administering this Agreement, the Owner may employ the services of an independent project manager, manager and potentially, other consultants as needed to fulfill the Owner’s objectives. Commissioning Agent shall cooperate with, and coordinate its Services with, such other consultants as the Owner and/or its Project Commissioning Agent may retain, as well as the Contractor and its subcontractors, in order to complete the commissioning Services and Project in a timely, cost-effective, and efficient manner. 37. Upon execution The Architect shall utilize the key personnel and Consultants identified on the attached Exhibit 1 in the performance of the Agreement, Commissioning Agent shall provide Owner with a list of all Consultants Commissioning Agent intends to utilize on Services for the Project. The list shall include such information on In addition to the qualifications full names, titles/positions and a summary of the Consultants as may duties and Services to be requested performed by the Owner. The Owner reserves the right to review the Consultants proposed, and the Commissioning Agent shall not retain a Consultant to which the Owner has a reasonable objection. 4. The Commissioning Agent shall provide to the Owner a list of its proposed key personnel and its Consultants that are included in the attached Exhibit 1, the Architect agrees to be engaged in performance of Services. This list shall include promptly provide such additional information on the professional background of each of the assigned personnel and Consultants as may be requested by the Owner. The Commissioning Agent Architect acknowledges that the Owner’s award of this Agreement to the Architect was made on the basis of the unique background and abilities of the proposed Architect’s key personnel and Consultants originally identified in Commissioning Agentthe Architect’s proposal for ServicesRFQ Response. Therefore, Commissioning Agent shall make available key personnel the Architect specifically understands and Consultants as identified in its proposal. Any agrees that any attempted substitution or replacement of a key person or Consultant by the Architect, without the written consent of Owner the Owner, shall constitute a material breach of this Agreement. In the event that key personnel or Consultants become unavailable to Commissioning Agent the Architect at any timeanytime, Commissioning Agent Architect shall replace the key personnel and Consultants with personnel or Consultants having substantially equivalent or better qualifications than the key personnel or Consultant Consultants being replaced, as confirmed and approved by Owner. Likewise, the Commissioning Agent Architect shall remove any personnel individual or Consultants Consultant from the Project if so directed by Owner in writing following discussion with the Commissioning AgentArchitect, provided that Commissioning Agent Architect shall have a reasonable time period within which to find a suitable replacement. The Commissioning Agent Architect represents and warrants that the key personnel and Consultants identified on the attached Exhibit 1 are fully licensed to perform the particular Services assigned to them on the Project. 58. Commissioning Agent Architect shall make no news release, press release or statement to a member of the news media regarding this Project or its Services being provided pursuant to this Agreement without prior written authorization from Owner. SAMPL levels sufficient, as contemplated by OSU’s budget and OSU determination, in its assessment and ranking of the policy objectives explicit or implicit in OSU’s budget, to pay for the Architect's Services; 2. Federal or state laws, regulations or guidelines are modified or interpreted in such a way that either the Services performed under this Agreement are prohibited or Owner is prohibited from paying for such Services from the planned funding source; 3. Architect, or one of Architect’s Consultants currently performing Services, no longer holds any license or certificate that is required to perform the Services; or 4. The public interest otherwise requires suspension of performance of the Agreement, as reasonably determined by the Owner. Any suspension of performance under this provision constitutes a temporary stoppage of performance of the Agreement, and does not constitute a termination of the Agreement pursuant to Section XIX of this Agreement. In the event that the condition(s) causing the suspension have been rectified and suspension is no longer required, the Parties will take all actions necessary to reactivate performance of the Agreement. In the event that the Owner determines that the conditions causing suspension of the Agreement are not likely to be rectified in a reasonable amount of time, the Owner retains the right to terminate this Agreement, pursuant to Section XIX. In the event of a suspension of performance pursuant to this Section of the Agreement, the Architect agrees to remain contractually obligated to perform the Services under this Agreement for the same hourly rates set forth in Section III.C of this Agreement for a period of three years after the Effective Date of the Agreement. If the Agreement is reactivated and the Architect is required to perform Services beyond this date or such other time period agreed to by the Parties, the Parties may negotiate updated hourly rates for the Architect and any Consultants and amend this Agreement accordingly.