Common use of Duties of Consultant Clause in Contracts

Duties of Consultant. CONSULTANT'S Services shall be furnished as described below and as more particularly described in Exhibit A, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Public Works Director. CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items. CONSULTANT represents that it is qualified to furnish the services described under this Agreement. All documents, drawings and specifications relating the project prepared by CONSULTANT or CONSULTANT’s approved sub-consultants shall be approved, signed, and sealed by professional engineers duly registered in the State of California for each required discipline. The Contract Documents prepared by CONSULTANT shall provide for a completed project that conforms to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. No sub-consultant of CONSULTANT will be recognized by CITY as such; rather, all sub-consultants are deemed to be the agents of CONSULTANT, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and sub-consultants, if any, and shall keep the work under its control. If any employee or sub-consultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY. CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed in accordance with the requirement and intentions of this Agreement.

Duties of Consultant. CONSULTANT'S Services CONSULTANT agrees to provide strategic ---------------------- planning to CLIENT. The CONSULTANT will provide such consulting services and advice pertaining to the CLIENT's business affairs as the CLIENT may from time to time reasonably request. Without limiting the generality of the foregoing, CONSULTANT will assist the CLIENT in preparation of its strategic business plan, expansion plans, and in developing, studying and evaluating world-wide merger and acquisitions proposals, prepare reports, assist with Internet websites, rental of databases, feature stories, analytical reports and studies thereon when advisable, and assist in negotiations and discussion pertaining thereto. The CONSULTANT shall be furnished (i) undertake such duties and exercise such powers in relation to the CLIENT and its business as described below and as more particularly described in Exhibit Athe CLIENT's Board of Directors (the "Board") shall from time to time assign (within the parameters of the duties of the CONSULTANT set forth above), Scope of Services. Any changes (ii) in the Scope discharge of Services must be approved such duties and in advance, in writing, the exercise of such powers observe and comply with all resolutions and directions from time to time made or given by the Public Works Director. CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specificationsBoard, and other items furnished by CONSULTANT under this Agreement(iii) use its best efforts in the performance of its duties and in the promotion of the interests of the CLIENT. The CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items. CONSULTANT represents that it is qualified to furnish during the services described under term of this Agreement. All documents, drawings follow the directions from time to time issued by the Board and specifications relating the project prepared by CONSULTANT or CONSULTANT’s approved sub-consultants shall be approved, signed, in all respects and sealed by professional engineers duly registered in the State of California for each required discipline. The Contract Documents prepared by CONSULTANT shall provide for a completed project that conforms to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. No sub-consultant of CONSULTANT will be recognized by CITY as such; rather, all sub-consultants are deemed to be the agents of CONSULTANT, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and sub-consultants, if any, and shall keep the work under its control. If any employee or sub-consultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY. CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed in accordance with the requirement law, conform to and intentions comply with the proper and reasonable directions and regulations given by the Board and use its utmost endeavors to promote the CLIENT's best interests and shall not disclose the private affairs of this Agreementthe CLIENT, or any secrets of the CLIENT, to any person other than the Board, save in the ordinary course of business, and shall not use for its own purposes, or for any purpose other than those of the CLIENT, any information it may acquire with respect to the CLIENT's affairs. The parties acknowledge and agree that CONSULTANTS efforts will be on a "best efforts" basis and that there is no guarantee that a successful transaction will take place.

Duties of Consultant. CONSULTANT'S Services The Consultant shall be furnished as described below and as more particularly described in Exhibit A, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Public Works Director. CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items. CONSULTANT represents that it is qualified to furnish the services described under this Agreement. All documents, drawings and specifications relating the project prepared by CONSULTANT or CONSULTANT’s approved sub-consultants shall be approved, signed, and sealed by professional engineers duly registered in the State of California for each required discipline. The Contract Documents prepared by CONSULTANT shall provide for a completed project that conforms to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. No sub-consultant of CONSULTANT will be recognized by CITY as such; ratherServices with all due care, all sub-consultants are deemed to be the agents of CONSULTANTdiligence and efficiency, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and sub-consultants, if any, and shall keep the work under its control. If any employee or sub-consultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY. CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed in accordance with the requirement highest standards of professional competence and intentions skill, and shall, in performing the Services, accept, promptly act upon, and comply with, such instructions and directions as may be issued by GGGI from time to time. The Consultant shall report regularly to GGGI and seek guidance and direction therefrom on all matters relating to this Contract and the performance of the Services hereunder. The Consultant shall perform the Services to the satisfaction of GGGI in accordance with Annex A and shall submit to GGGI satisfactory and complete reports as required under the Technical Component. The Consultant designates [insert name, title] as the project manager to spearhead, and coordinate the performance of the Services and to act as the principal liaison between GGGI and the Consultant during the performance of this AgreementContract. In this capacity, the project manager’s responsibilities include, but are not limited to, daily supervision and oversight of the Services and all communications between the Consultant and GGGI. The Consultant shall provide the services of qualified experts and employees through all stages of this Contract and shall identify such experts to GGGI in Annex A or for written approval prior to the commencement of the Services. Any change of such experts shall be subject to GGGI’s prior written approval. The Consultant shall upon written request from GGGI, promptly replace at its own expense any member of the Consultant’s project team who GGGI considers unfit or otherwise unsatisfactory with experts approved by GGGI. As further set out in Clause G-6 of Annex C to this Contract, the Consultant shall be fully liable for the consequences of any error or omission on the part of the Consultant and any of its experts, personnel, employees, directors, officers, subcontractors, agents, servants, representatives and other persons deriving authority from the Consultant (the “Consultant’s Associates”) and for any damage caused by negligence on the part of the Consultant or any of the Consultant’s Associates in carrying out the Services or performing its other obligations under this Contract.

Duties of Consultant. CONSULTANT'S Services All work performed by Consultant or under its direction shall be furnished as described below sufficient to meet the purposes specified and as more particularly described in Exhibit A, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Public Works Director. CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items. CONSULTANT represents that it is qualified to furnish the services described under this Agreement. All documents, drawings and specifications relating the project prepared by CONSULTANT or CONSULTANT’s approved sub-consultants shall be approved, signed, and sealed by professional engineers duly registered in the State of California for each required discipline. The Contract Documents prepared by CONSULTANT shall provide for a completed project that conforms to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. No sub-consultant of CONSULTANT will be recognized by CITY as such; rather, all sub-consultants are deemed to be the agents of CONSULTANT, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and sub-consultants, if any, and shall keep the work under its control. If any employee or sub-consultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY. CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed rendered in accordance with the requirement accepted practices and intentions to the standards of profession. Consultant shall not undertake any work beyond the scope of this AgreementAgreement unless such additional work is approved in advance and in writing by District. The cost of such additional work shall be reimbursed to Consultant by District on the same basis as provided in Section IV. If in the performance of the services hereunder, it is necessary to conduct investigations or other operations in the field, security and safety of the area of such field operations under the control of the Consultant will be the responsibility of Consultant, excluding, nevertheless, the security and safety of any area of facility of District under the control of District's contractor or agent and not under the control of Consultant. Where services hereunder include preparation of drawings and other contract documents by Consultant and where, notwithstanding acceptance and approval by District thereof, in the opinion of the General Manager, drawings and other contract documents so prepared are found during the course of construction to require modifications due to omissions, error, or lack of detail, such modifications shall be made by Consultant without additional compensation. Consultant shall meet with the General Manager, or other personnel of District, or third parties as necessary, on all matters connected with carrying out of Consultant's services described in Appendix One. Such meetings will be held at the request of either party hereto. Review and District approval of completed work shall be obtained monthly or at such intervals as may be mutually agreed upon, during the course of this work. In accordance with the provisions of Section 3700 of the California Labor Code, Consultant is required to secure the payment of worker's compensation to its employees. Consultant shall obtain and keep in full force and effect worker's compensation insurance necessary in connection with the performance of this Agreement to protect Consultant and its employees under the Worker's Compensation Insurance and Safety Act, including coverage under United States Longshoremen's and Harbor Worker Act, when applicable. Such insurance shall be in a standard form and shall relieve District of all responsibility therefore. Consultant shall, prior to undertaking the work contemplated herein, supply District with a certificate of insurance evidencing that said requirements hereinabove are fully in effect. Every firm having ten or more employees, including principals, and all firms providing a professional service to District for compensation greater than $10,000.00 shall provide equal opportunity to all persons regardless of race, creed, color, sex, age, national origin or physical handicap in conformance with applicable Fair Employment Practices Commission and Equal Employment Opportunity Commission guidelines. The District requires the consultant to submit an electronic version of all data files and an electronic file of any and all reports.

Duties of Consultant. CONSULTANT'S Services (a) During the Consulting Period, the Consultant shall provide the Company and its present and future affiliates, including, without limitation, First Atlantic Capital, Ltd., with consulting services relating to the food business and other related matters as may reasonably be requested of him by the Board of Directors of the Company (the "Board") or its designees. (b) During the Consulting Period, the Consultant shall devote such time, attention and energies to his duties hereunder as shall be furnished reasonably necessary to provide the service set forth herein; provided, however, the Consultant shall not be obligated to devote in excess of one third of his business time to providing consulting services hereunder. (c) During the Consulting Period, the Company shall use its best efforts to ensure that the Consultant shall be a member of the Board as described below well as the Board of Directors of CFP Group, Inc., Custom Food Products, Inc. and QF Acquisition Corp. In addition, if mutually agreed, the Consultant shall serve as more particularly described in Exhibit Aa member of the Board of Directors of County Pure Foods, Scope Inc. and such other boards of Servicesdirectors as shall reasonably be requested. Any changes in The Consultant shall use his best efforts to attend the Scope of Services must be approved in advance, in writing, meetings held by the Public Works Director. CONSULTANT Board and such other boards of directors on which he shall be responsible for requested to serve as provided herein. (d) The Consultant shall perform all such services as an independent contractor to the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items. CONSULTANT represents that it is qualified to furnish the services described under this Agreement. All documents, drawings and specifications relating the project prepared by CONSULTANT or CONSULTANT’s approved sub-consultants shall be approved, signed, and sealed by professional engineers duly registered in the State of California for each required disciplineCompany. The Contract Documents prepared by CONSULTANT Consultant hereby acknowledges that he is not an employee, agent or representative of the Company and, accordingly, has no authority to act for or to bind the Company without its express prior written consent. (e) Nothing contained in this Agreement shall provide for obligate the Consultant to relocate to a completed project location other than the metropolitan Buffalo, New York area. The parties acknowledge that conforms the discharge of the Consultant's duties hereunder will require the Consultant to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards. CONSULTANT shall be responsible for employing or engaging all persons travel as necessary to perform the services facilities of CONSULTANT. No sub-consultant the Company and its affiliates and that a substantial portion of CONSULTANT his duties will be recognized by CITY as such; rather, all sub-consultants are deemed require the Consultant to be present at the agents of CONSULTANT, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment facilities of the provisions of this Agreement by all of Company and its employees and sub-consultants, if any, and shall keep the work under its controlaffiliates. If any employee or sub-consultant of CONSULTANT fails or refuses The Consultant may from time to time also be required to travel to other locations to carry out the provisions business of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she the Company and perform his duties hereunder. The Consultant shall be discharged immediately from provided, at the work under this Agreement on demand expense of CITYthe Company or one of its affiliates, with an office at the facilities of the Company located at 0000 Xxxxx Xxxx, Philadelphia, Pennsylvania. CONSULTANT shall furnish CITY with every reasonable opportunity for CITY Subject to ascertain that the services of CONSULTANT are being performed in accordance foregoing and to the extent consistent with the requirement proper discharge of his duties hereunder, the Consultant may perform his duties from Buffalo, New York and intentions the Company (or any of this Agreementits affiliates) shall provide the Consultant with an office in Buffalo, New York (not to exceed a cost per month of $750).

Duties of Consultant. CONSULTANT'S Services All work performed by Consultant, or under its direction, shall be furnished as described below sufficient to satisfy the City's objectives for entering into this Agreement and as more particularly described in Exhibit A, Scope of Services. Any changes in the Scope of Services must be approved in advance, in writing, by the Public Works Director. CONSULTANT shall be responsible for the professional quality, technical accuracy and coordination of all studies, reports, designs, drawings, specifications, and other items furnished by CONSULTANT under this Agreement. CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in its studies, reports, designs, drawings, specifications, and other items. CONSULTANT represents that it is qualified to furnish the services described under this Agreement. All documents, drawings and specifications relating the project prepared by CONSULTANT or CONSULTANT’s approved sub-consultants shall be approved, signed, and sealed by professional engineers duly registered in the State of California for each required discipline. The Contract Documents prepared by CONSULTANT shall provide for a completed project that conforms to all applicable national, state and local construction codes and ordinances, building, fire, electrical, plumbing and occupancy codes and standards. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT. No sub-consultant of CONSULTANT will be recognized by CITY as such; rather, all sub-consultants are deemed to be the agents of CONSULTANT, and CONSULTANT agrees to be responsible for their performance. CONSULTANT shall give its personal attention to the fulfillment of the provisions of this Agreement by all of its employees and sub-consultants, if any, and shall keep the work under its control. If any employee or sub-consultant of CONSULTANT fails or refuses to carry out the provisions of this Agreement or appears to be incompetent or to act in a disorderly or improper manner, he or she shall be discharged immediately from the work under this Agreement on demand of CITY. CONSULTANT shall furnish CITY with every reasonable opportunity for CITY to ascertain that the services of CONSULTANT are being performed rendered in accordance with the requirement generally accepted practices, and intentions to the standards of, Consultant's profession. Consultant shall not undertake any work beyond the scope of work set forth in Appendix One unless such additional work is approved in advance and in writing by City. The cost of such additional work shall be reimbursed to Consultant by City on the same basis as provided for in Section 4. If, in the prosecution of the work, it is necessary to conduct field operations, security and safety of the job site will be the Consultant's responsibility excluding, nevertheless, the security and safety of any facility of City within the job site which is not under the Consultant's control. Consultant shall meet with Xxxxx Xxxxxxx called “Director," or other City personnel, or third parties as necessary, on all matters connected with carrying out of Consultant's services described in Appendix One. Such meetings shall be held at the request of either party hereto. Review and City approval of completed work shall be obtained monthly, or at such intervals as may be mutually agreed upon, during the course of this work. Consultant shall keep confidential all Personal Information to which it has access as a result of providing Services to Customer. Consultant shall limit access to Personal Information only to its employees, vendors, subcontractors, or third parties it elects to use to perform the Services who require access to Personal Information to perform the Services. If Consultant elects to use any vendors, subcontractors, or third parties to perform the Services, Consultant shall require vendors, subcontractors, and/or third parties it elects to use to agree to and be bound by the Professional Services Agreement March 15, 2022 Managed Information Technology Services Exceedio, Inc. terms of this Agreement. Consultant is accountable and liable for any acts or omissions of vendors, subcontractors, and/or third parties it elects to use in accordance with the indemnity provision (Section 9) of this Agreement. Consultant shall implement and maintain security practices, including but not limited to, physical, administrative, and technical safeguards and controls, that meet or exceed industry standard best practices and keep up with threats as they evolve for all Services provided to Customer. Customer shall have the right to audit Consultant’s controls and security used in connection with the Services upon 10 days’ written notice to Consultant to ensure Consultant’s compliance with this Agreement and industry standards. Consultant shall fully cooperate with any audit. In addition, Consultant shall provide Customer with the results of any audit performed by or on behalf of Consultant that assesses the effectiveness of Consultant’s security program as relevant to the security of the Services provided to Customer and confidentiality of Personal Information to which Consultant has access as a result of providing Services to Customer. Consultant warrants that any collection, access, use, storage, disposal, and disclosure of Personal Information in connection with the Services will and does comply with all applicable federal, state, and local privacy and data protection laws. Consultant shall notify Customer within 24 hours of detection of a security incident affecting the Services or Personal Information that has a reasonable possibility of qualifying as a data breach under applicable law (“Security Incident”). Consultant shall fully cooperate with Customer in investigating the Security Incident. Consultant agrees it shall not inform any third party of any Security Incident, except if Consultant is required to notify its insurer. Customer shall have the sole right to determine whether notice of the Security Incident must be provided to any individuals, regulators, law enforcement agencies, or others and the contents of such notice.