SERVICES TO BE PERFORMED BY CONSULTANT. 2.1 All of the services Consultant shall perform for City are set forth in Exhibit “B” hereto and hereinafter shall be referred to as “Scope of Work.” Among other things, Exhibit “B” breaks down the Scope of Work into individual tasks and, in some cases, further breaks down such tasks into subtasks, which hereinafter shall be referred to generically as “Tasks” and “Subtasks.” The aggregate of all Tasks and, as applicable, Subtasks, comprises the Scope of Work. 2.2 Consultant’s performance of Tasks and, as applicable, Subtasks shall occur as follows: a. The Chief Harbor Engineer of the Engineering Division of City’s Harbor Department (“Engineer”) shall issue a written document in the form attached hereto as Exhibit “C” that has been signed by the Deputy Executive Director of Development for the City’s Harbor Department and that specifies, without limitation: the Task or Subtask to be performed; the specific services required in connection with such Task or Subtask; the deliverables required in the performance of such Task or Subtask; the schedule for the performance of such Task or Subtask; authorized personnel who may perform the Task or Subtask; authorized compensation for such Task or Subtask; and MBE/WBE/SBE/VSBE/DVBE/OBE utilization (“Directive”). Directives shall specifically identify any services that fall within the meaning of “design professional services” as defined by Section 2782.8 of the California Civil Code to which the indemnity obligation set forth at Section 9.2 of this Agreement shall apply. A Directive’s failure to identify such “design professional services” shall bar application of Section 9.2 to that Directive. b. Consultant, to reflect its agreement with all the terms of such Directive, shall sign, date and return such Directive to Engineer. c. Following Engineer’s receipt of the Directive signed by Consultant, Engineer shall issue a written document in the form attached hereto as Exhibit “D” that has been signed by Engineer and that authorizes Consultant to commence performance of the services contemplated by such Directive (“Notice to Proceed”). 2.3 Consultant acknowledges and agrees that it lacks authority to perform and that Engineer lacks authority to request the performance of any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work or a Directive, or in the absence of both a Directive and a Notice to Proceed, are performed as a volunteer and shall not be compensable under this Agreement. 2.4 The Scope of Work shall be performed by personnel qualified and competent in the sole reasonable discretion of Engineer, whether performance is undertaken by Consultant or third-parties with whom Consultant has contracted and whom are listed on Exhibit “J” on the effective date of this Agreement, or whom Engineer may subsequently approve in writing (“Subconsultants”). Obligations of this Agreement, whether undertaken by Consultant or Subconsultants, are and shall be the responsibility of Consultant. Consultant acknowledges and agrees that this Agreement creates no rights in Subconsultants with respect to City and that obligations that may be owed to Subconsultants, including, but not limited to, the obligation to pay Subconsultants for services performed, are those of Consultant alone. Upon Engineer’s written request, Consultant shall supply City’s Harbor Department with all agreements between it and its Subconsultants. 2.5 Consultant’s performance of the Scope of Work shall adhere in all respects to the schedule set forth in a Directive. 2.6 Consultant, at its sole cost and expense, shall furnish all services, materials, equipment, subsistence, transportation and all other items necessary to perform the Scope of Work. As between City and Consultant, Consultant is solely responsible for any taxes or fees which may be assessed against it or its employees resulting from performance of the Scope of Work, whether social security, payroll or other, and regardless of whether assessed by the federal government, any state, the City, or any other governmental entity. City shall pay applicable state or local fees necessary to obtain approval, plan checks, permits and variances for the Project. 2.7 Engineer shall resolve in his or her sole reasonable discretion any issues or questions which may arise during the term of this Agreement as to the quality or acceptability of Consultant’s performance of the Scope of Work, the manner of performance, the interpretation of direction given to Consultant, the acceptable completion of a Directive, and the amount of compensation due. Upon written notice from Engineer, Consultant shall assign replacement personnel and/or shall remedy any deficient services or work product to Engineer’s reasonable satisfaction and at Consultant’s sole cost and expense. Compliance with the requirements of this Section
Appears in 4 contracts
Samples: Consulting Agreement, Consulting Agreement, Consulting Agreement
SERVICES TO BE PERFORMED BY CONSULTANT. 2.1 All A. Consultant hereby agrees to render to City, as an independent contractor, certain professional, technical and expert services of the services Consultant shall perform for City are a temporary and occasional character as set forth in Exhibit “B” hereto and hereinafter shall be referred to as “A ("Scope of Work.” Among other things, Exhibit “B” breaks down the Scope of Work into individual tasks and, in some cases, further breaks down such tasks into subtasks, which hereinafter shall be referred to generically as “Tasks” and “Subtasks.” The aggregate of all Tasks and, as applicable, Subtasks, comprises the Scope of Work").
2.2 B. Consultant’s performance of Tasks and, as applicable, Subtasks 's services shall occur as follows:
a. 1. The Chief Harbor Engineer Director of the Engineering Environmental Management Division of City’s 's Harbor Department (“Engineer”"EMO Director") shall issue a written document in the form attached hereto as Exhibit “C” that has been signed by the Deputy Executive Director of Development for the City’s Harbor Department and Project Directive that specifies, without limitation: the Task or Subtask to be performed; the specific specified services required in connection with such Task or Subtask; the deliverables required in the performance of such Task or Subtask; the schedule for the performance of such Task or Subtask; authorized personnel who may perform the Task or Subtask; authorized compensation for such Task or Subtask; and MBE/WBE/SBE/VSBESBENSBE/DVBE/OBE utilization (“"Directive”). Directives shall specifically identify any services that fall within the meaning of “design professional services” as defined by Section 2782.8 of the California Civil Code to which the indemnity obligation set forth at Section 9.2 of this Agreement shall apply. A Directive’s failure to identify such “design professional services” shall bar application of Section 9.2 to that Directive"}.
b. 2. Consultant, to reflect its agreement with all the terms of such Directive, shall sign, date and return such Directive to EngineerEMO Director.
c. 3. Following Engineer’s EMD's Director's receipt of the Directive signed by ConsultantConsultant and by the Executive Director of the City Harbor Department ("Executive Director"), Engineer EMD Director shall issue a written document in the form attached hereto as Exhibit “D” that has been signed by Engineer and Notice to Proceed that authorizes Consultant to commence performance of the services contemplated by such Directive (“"Notice to Proceed”").
2.3 Consultant acknowledges and agrees that it lacks authority to perform and that Engineer lacks authority to request the performance of any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work or a Directive, or in the absence of both a Directive and a Notice to Proceed, are performed as a volunteer and shall not be compensable under this Agreement.
2.4 The Scope of Work shall be performed by personnel qualified and competent in the sole reasonable discretion of Engineer, whether performance is undertaken by Consultant or third-parties with whom Consultant has contracted and whom are listed on Exhibit “J” on the effective date of this Agreement, or whom Engineer may subsequently approve in writing (“Subconsultants”). Obligations of this Agreement, whether undertaken by Consultant or Subconsultants, are and shall be the responsibility of Consultant. Consultant acknowledges and agrees that this Agreement creates no rights in Subconsultants with respect to City and that obligations that may be owed to Subconsultants, including, but not limited to, the obligation to pay Subconsultants for services performed, are those of Consultant alone. Upon Engineer’s written request, Consultant shall supply City’s Harbor Department with all agreements between it and its Subconsultants.
2.5 Consultant’s performance of the Scope of Work shall adhere in all respects to the schedule set forth in a Directive.
2.6 C. Consultant, at its sole cost and expense, shall furnish all services, materials, equipment, subsistence, transportation and all other items necessary to perform the Scope of Work. As between City and Consultant, Consultant is solely responsible for any taxes or fees which may be assessed against it or its employees resulting from performance of the Scope of Work, whether social security, payroll or other, and regardless of whether assessed by the federal government, any state, the City, or any other governmental entity. City shall pay applicable state or local fees necessary to obtain approval, plan checks, permits and variances for the Project.
2.7 Engineer D. Consultant acknowledges and agrees that it lacks authority to perform and EMD Director lacks authority to request the performance of any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work or a Directive, or in the absence of both a Directive and a Notice to Proceed, are performed as a volunteer and shall not be compensable under this Agreement.
E. The Scope of Work shall be performed by personnel qualified and competent in the sole reasonable discretion of the Executive Director or his or her designee ("Executive Director"), whether performance is undertaken by Consultant or third-parties with whom Consultant has contracted ("Subconsultants"). Obligations of this Agreement, whether undertaken by Consultant or Subconsultants, are and shall be the responsibility of Consultant. Consultant acknowledges and agrees that this Agreement creates no rights in Subconsultants with respect to City and that obligations that may be owed to Subconsultants, including, but not limited to, the obligation to pay Subconsultants for services performed, are those of Consultant alone. Upon Executive Director's written request, Consultant shall supply City's Harbor Department ("Department") with all agreements between it and its Subconsultants.
F. EMO Director shall resolve in his or her sole reasonable discretion any issues or questions which that may arise during the term of this Agreement as to the quality or acceptability of Consultant’s 's performance of the Scope of Work, the manner of performance, the interpretation of direction given to Consultant, the acceptable completion of a Directive, and the amount of compensation due. Upon written notice from EngineerEMO Director, Consultant shall assign replacement personnel and/or shall remedy any deficient services or work product to Engineer’s EMO Director's reasonable satisfaction and at Consultant’s 's sole cost and expense. Compliance with the requirements of this SectionSection F is a condition to payment by City of compensation to Consultant pursuant to this Agreement.
G. If the law requires Consultant, in performing the Scope of Work, to follow a different standard of care than the ordinary standard of care applied to a reasonable person, Consultant shall perform such services with the degree of diligence, skill, judgment, and care applicable to Consultant's profession ("Professional Standard"). Consultants not required to follow the Professional Standard shall exercise the degree of care required of ordinary persons.
H. For portions of the Scope of Work to be performed on a time and material basis, Consultant shall assign personnel, whether employees or Subconsultants, with the lowest applicable hourly rate who are fully competent to provide the services required. If Consultant finds it necessary to have any portion of the Scope of Work, which this Section I would require to be performed by personnel at a lower rate, to be performed by personnel at a higher rate, Consultant shall, nevertheless, invoice City at the lower rate.
I. Consultant shall promptly consider and implement, to the reasonable satisfaction of EMO Director, any written comments of EMO Director.
J. Consultant shall perform the Scope of Work as expeditiously as possible and at the time or times required by the EMO Director. Time is of the essence in the performance of the Scope of Work. Consultant's failure to timely perform in· accordance with the schedule set forth in a Directive shall result in economic losses to the City, including, but not limited to, the timely bidding and awarding of contracts, completion of the project in connection with which Consultant's services are rendered and the use of such project by City's Harbor Department, its tenants and the public. As such, Consultant's failure to conform to the schedule set forth in a Directive shall entitle City to have services completed by others, shall obligate Consultant to pay City's cost to undertake completion of such services, and shall authorize City to withhold such amounts from any payment otherwise due to Consultant.
Appears in 1 contract
Samples: Consulting Agreement
SERVICES TO BE PERFORMED BY CONSULTANT. 2.1 All of the services Consultant shall perform Outside Counsel’s Supervising Attorney for City are set forth in Exhibit “B” hereto and hereinafter shall be referred to as “Scope of Work.” Among other things, Exhibit “B” breaks down the Scope of Work into individual tasks and, in some cases, further breaks down such tasks into subtasks, which hereinafter shall be referred to generically as “Tasks” and “Subtasks.” The aggregate of all Tasks and, as applicable, Subtasks, comprises the Scope of Work.
2.2 Consultant’s performance of Tasks and, as applicable, Subtasks shall occur as follows:
a. The Chief Harbor Engineer of the Engineering Division of City’s Harbor Department (“Engineer”) shall issue a written document in the form attached hereto as Exhibit “C” that has been signed by the Deputy Executive Director of Development for the City’s Harbor Department and that specifies, without limitation: the Task or Subtask to be performed; the specific services required in connection with such Task or Subtask; the deliverables required in the performance of such Task or Subtask; the schedule for the performance of such Task or Subtask; authorized personnel who may perform the Task or Subtask; authorized compensation for such Task or Subtask; and MBE/WBE/SBE/VSBE/DVBE/OBE utilization (“Directive”). Directives shall specifically identify any services that fall within the meaning of “design professional services” as defined by Section 2782.8 of the California Civil Code to which the indemnity obligation set forth at Section 9.2 of this Agreement shall applybe Xxxxxx Xxxxxxxx. A DirectiveOutside Counsel’s failure Supervising Attorney shall have full authority to identify such “design professional services” act for Outside Counsel on all daily operating matters under this Agreement and shall bar application serve as designated Lead Counsel for all matters performed pursuant to this Agreement. Outside Counsel hereby agrees to render to ICTF, as an independent contractor, certain professional, technical and expert services of Section 9.2 a temporary and occasional character and as may be required and requested from time to that Directive.
b. Consultant, time in writing by the Executive Director or his or her designee. These services include but are not limited to: Outside Counsel shall provide ICTF with the necessary representation by qualified staff at the least costly billing category. Partners and associates shall be admitted to reflect its agreement with practice law before all the terms of such Directive, shall sign, date and return such Directive to Engineer.
c. Following Engineer’s receipt courts of the Directive signed by Consultantstate of California. The attorney’s authorized to work on specific tasks under this Agreement are: Xxxxxxxx X. Xxxxxx, Engineer Principal Xxxxxx X. Xxxxxxxx, Of Counsel I Xxxxxxx X. Xxxxxxx, Of Counsel I Xxxxxx Xxxxxxxx, Of Counsel II Xxx Xxxxx, Of Counsel III Xxxxxx Xxxxxxx, Associate I Xxxxxxx Xxxxxx, Associate I Xxxxxx X. Xxxxxx, Associate II Outside Counsel shall issue a written document in the form attached hereto as Exhibit “D” that has been signed by Engineer and that authorizes Consultant to commence performance of the services contemplated by such Directive (“Notice to Proceed”).
2.3 Consultant acknowledges and agrees that it lacks authority to perform and that Engineer lacks authority to request the performance of any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work or a Directive, or in the absence of both a Directive and a Notice to Proceed, are performed serve as a volunteer and shall not be compensable under this Agreement.
2.4 The Scope of Work shall be performed by personnel qualified and competent liaison with the South Coast Air Quality Management District. Outside Counsel is retained to assist ICTF in the sole reasonable discretion of Engineer, whether performance is undertaken by Consultant or third-parties with whom Consultant has contracted and whom are listed on Exhibit “J” on the effective date of this Agreement, or whom Engineer may subsequently approve in writing (“Subconsultants”). Obligations of this Agreement, whether undertaken by Consultant or Subconsultants, are and shall be the responsibility of Consultant. Consultant acknowledges and agrees that this Agreement creates no rights in Subconsultants providing legal services with respect to City and that obligations that may be owed to Subconsultants, includingreviewing the South Coast Air Quality Management District’s Environmental Impact Report for the Union Pacific Project. Outside Counsel’s legal representation shall include, but is not limited to:
(1) All settlement negotiations and pretrial proceedings;
(2) Appearances at all law and motion hearings, the obligation discovery proceedings, hearings regarding orders to pay Subconsultants show cause, writs, trials, and when applicable, administrative hearings, and meetings;
(3) All due diligence, legal research, preparation for hearings, and review of all documents and evidentiary materials;
(4) Investigative, secretarial, and clerical support services performed, are those of Consultant alone. Upon Engineer’s written request, Consultant shall supply City’s Harbor Department with all agreements between it and its Subconsultants.
2.5 Consultant’s performance of the Scope of Work shall adhere in all respects to the schedule set forth in a Directive.
2.6 Consultant, at its sole cost and expense, shall furnish all services, materials, equipment, subsistence, transportation and all other items necessary to perform the Scope of Work. As between City legal representation in a professional manner;
(5) Outside Counsel shall meet with ICTF’s Supervising Attorney, as Supervising Attorney requires;
(6) Outside Counsel shall obtain written approval from ICTF’s Supervising Attorney before retaining any consultant or expert witness to assist with any assigned case;
(7) Outside Counsel shall consult with General ICTF’s Supervising Attorney on significant issues and Consultant, Consultant is solely responsible for any taxes or fees which may be assessed against it or its employees resulting from performance of the Scope of Work, whether social security, payroll or otheron trial and tactical decisions;
(8) Outside Counsel shall assist ICTF’s Supervising Attorney in settlement evaluations and negotiations, and regardless shall obtain ICTF’s Supervising Attorney’s authority before making any settlement proposals on ICTF’s behalf to the Court or any party;
(9) Outside Counsel shall immediately notify ICTF’s Supervising Attorney, in writing when a judgment, verdict or other award is rendered;
(10) Upon ICTF’s Supervising Attorney’s request, Outside Counsel shall provide copies of whether assessed all court rulings and all pleadings filed with the court or other administrative body, including those submitted by other parties;
(11) Outside Counsel shall maintain all supporting documentation to substantiate all entries included in its xxxxxxxx;
(12) Outside Counsel shall, at the federal governmentdiscretion of ICTF’s Supervising Attorney, any stateprovide the services required to accomplish the work required under this Agreement;
(13) On pleadings, the CitySupervising Attorney of ICTF must be Associate Counsel of Record. All pleadings should include as Associate Counsel: Outside Counsel shall at all times work under the direction of ICTF’s Supervising Attorney. The ICTF shall rely on the competence, or any other governmental entityexpertise and experience of Outside Counsel. City At all times, Outside Counsel shall pay applicable state or local fees necessary provide professional legal advice and services at the highest level expected of nationally-recognized law firms providing such services. This is a non-exclusive agreement to obtain approval, plan checks, permits and variances for the Project.
2.7 Engineer shall resolve in his or her sole reasonable discretion any issues or questions which may arise during the term of this Agreement as provide legal services to the quality or acceptability of ConsultantICTF and, at the Executive Director’s performance of the Scope of Workdiscretion, the ICTF may augment the services with another law firm or law firms or select to terminate Outside Counsel’s services in a manner of performance, the interpretation of direction given to Consultant, the acceptable completion of a Directive, and the amount of compensation due. Upon written notice from Engineer, Consultant shall assign replacement personnel and/or shall remedy any deficient services or work product to Engineer’s reasonable satisfaction and at Consultant’s sole cost and expense. Compliance consistent with the requirements of this SectionAgreement.
Appears in 1 contract
Samples: Legal Services Agreement
SERVICES TO BE PERFORMED BY CONSULTANT. 2.1 All of the potential services Consultant shall perform for City ACTA are set forth in Exhibit “B” A attached hereto and hereinafter shall be referred to as “Scope of Work.” Among other things, Exhibit “B” breaks down the Scope of Work into individual tasks and, in some cases, further breaks down such tasks into subtasks, which hereinafter shall be referred to generically as “Tasks” and “Subtasks.” The aggregate of all Tasks and, as applicable, Subtasks, comprises the Scope of Work.”
2.2 Consultant’s performance of Tasks and, as applicable, Subtasks tasks shall occur as follows:
a. The ACTA’s Chief Harbor Engineer of the Engineering Division of City’s Harbor Department Executive Officer (“EngineerCEO”) shall issue a written document Contract Task Order (“CTO”) in the form attached hereto as Exhibit “C” that has been signed by the Deputy Executive Director of Development for the City’s Harbor Department and B that specifies, without limitation: limitation (“Directive”): the Task task or Subtask subtask to be performed; the specific services required in connection with such Task task or Subtasksubtask; the deliverables required in the performance of such Task task or Subtasksubtask; the schedule for the performance of such Task task or Subtasksubtask; authorized personnel who may perform the Task task or Subtasksubtask; and authorized compensation for such Task task or Subtask; and MBE/WBE/SBE/VSBE/DVBE/OBE utilization (“Directive”). Directives shall specifically identify any services that fall within the meaning of “design professional services” as defined by Section 2782.8 of the California Civil Code to which the indemnity obligation set forth at Section 9.2 of this Agreement shall apply. A Directive’s failure to identify such “design professional services” shall bar application of Section 9.2 to that Directivesubtask.
b. Consultant, to reflect its agreement with all the terms of such Directive, shall sign, date and return such Directive CTO to EngineerACTA.
c. Following EngineerACTA’s receipt of the Directive CTO signed by Consultant, Engineer ACTA’s CEO shall issue a written document Notice to Proceed in the form attached hereto as Exhibit “D” C that has been signed by Engineer him and that authorizes Consultant to commence performance of the services contemplated by such Directive (“Notice to Proceed”)CTO.
2.3 Consultant acknowledges and agrees that it lacks authority to perform and that Engineer ACTA’s CEO lacks authority to request the performance of any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work or a Directive, or in the absence of both a Directive and a Notice to Proceed, are performed as a volunteer and shall not be compensable under this Agreement.
2.4 The Scope of Work shall be performed by personnel qualified and competent in the sole reasonable discretion of EngineerACTA’s CEO, whether performance is undertaken by Consultant or third-parties with whom Consultant has contracted and whom are listed on Exhibit “J” on the effective date of this Agreement, or whom Engineer ACTA’s CEO may subsequently approve in writing (“Subconsultants”), or as listed on Directives. Obligations of this Agreement, whether undertaken by Consultant or Subconsultants, are and shall be the responsibility of Consultant. Consultant acknowledges and agrees that this Agreement creates no rights in Subconsultants with respect to City ACTA and that obligations that may be owed to Subconsultants, including, but not limited to, the obligation to pay Subconsultants for services performed, are those of Consultant alone. Upon EngineerACTA’s CEO’s written request, Consultant shall supply City’s Harbor Department ACTA with all agreements between it and its Subconsultants.
2.5 Consultant’s performance of the Scope of Work shall adhere in all respects to the schedule set forth in a Directive.
2.6 Consultant, at its sole cost and expense, shall furnish all services, materials, equipment, subsistence, transportation and all other items necessary to perform the Scope of Work. As between City ACTA and Consultant, Consultant is solely responsible for any taxes or fees which may be assessed against it or its employees resulting from performance of the Scope of Work, whether social security, payroll or other, and regardless of whether assessed by the federal government, any state, the City, or any other governmental entity. City ACTA shall pay applicable state or local fees necessary to obtain approval, plan checks, permits and variances for the Project.
2.7 Engineer 2.6 ACTA’s CEO shall resolve in his or her sole reasonable discretion any issues or questions which may arise during the term of this Agreement as to the quality or acceptability of Consultant’s performance of the Scope of Work, the manner of performance, the interpretation of direction given to Consultant, the acceptable completion of a Directive, and the amount of compensation due. Upon written notice from EngineerACTA’s CEO, Consultant shall assign replacement personnel and/or shall remedy any deficient services or work product to Engineer’s his reasonable satisfaction and at Consultant’s sole cost and expense. Compliance with the requirements of this SectionSection 2.6 is a condition to payment by ACTA of compensation to Consultant pursuant to this Agreement.
2.7 Consultant's representative responsible for administering this Agreement, Xxxxxxx Xxxxxxx (“Project Manager”), shall not be changed without ACTA’s CEO’s written approval. ACTA’s CEO may, for any reason in his sole reasonable discretion, require Consultant to substitute a new Project Manager. If ACTA requests such a substitution, the substitute Project Manager shall expend whatever time and costs necessary to become familiar with the Project and any portions of the Scope of Work already performed at Consultant’s sole cost and expense.
2.8 If the law requires Consultant, in performing the Scope of Work, to follow a different standard of care than the ordinary standard of care applied to a reasonable person, Consultant shall perform such services with the degree of diligence, skill, judgment, and care applicable to Consultant's profession (“professional standard”). Consultants not required to follow a professional standard shall exercise the degree of care required of ordinary persons.
2.9 For portions of the Scope of Work to be performed on a time and material basis, Consultant shall assign personnel, whether employees or Subconsultants, with the lowest applicable hourly rate who are fully competent to provide the services required. If Consultant finds it necessary to have any portion of the Scope of Work, which this Section 2.9 would require to be performed by personnel at a lower rate, to be performed by personnel at a higher rate, Consultant shall, nevertheless, invoice ACTA at the lower rate.
2.10 Consultant shall promptly consider and implement, to his reasonable satisfaction, any written comments of ACTA’s CEO.
2.11 Consultant shall review information provided by ACTA. Any such information reasonably believed by Consultant to be inaccurate, incomplete or inapplicable shall be brought promptly to the attention of ACTA’s CEO in writing.
2.12 Consultant shall perform the Scope of Work as expeditiously as possible and at the time or times required by ACTA’s CEO. Time is of the essence in the performance of the Scope of Work. Consultant's failure to conform to the schedule set forth in a Directive shall entitle ACTA to have services completed by others, shall obligate Consultant to pay ACTA ACTA’s cost to undertake completion of such services, and shall authorize ACTA to withhold such amounts from any payments otherwise due to Consultant. Consultant's failure to timely perform in accordance with the schedule set forth in a Directive shall result in economic losses to the ACTA, including, but not limited to, the timely bidding and awarding of contracts, completion of the Project in connection with which Consultant’s services are rendered and the use of such project by ACTA, the users of the Alameda Corridor and the public.
Appears in 1 contract
Samples: Consulting Agreement
SERVICES TO BE PERFORMED BY CONSULTANT. 2.1 All of the potential services Consultant shall perform for City ACTA are set forth in Exhibit “B” A hereto and hereinafter shall be referred to as “"Scope of Work.” Among other things, Exhibit “B” breaks down the Scope of Work into individual tasks and, in some cases, further breaks down such tasks into subtasks, which hereinafter shall be referred to generically as “Tasks” and “Subtasks.” The aggregate of all Tasks and, as applicable, Subtasks, comprises the Scope of Work."
2.2 Consultant’s 's performance of Tasks and, as applicable, Subtasks shall occur as follows:
a. The ACTA's Chief Harbor Engineer of the Engineering Division of City’s Harbor Department Executive Officer (“Engineer”"CEO") shall issue a written document Contract Task Order ("CTO") in the form attached hereto as Exhibit “C” that has been signed by the Deputy Executive Director of Development for the City’s Harbor Department and B that specifies, without limitation: the Task or Subtask to be performed; the specific services required in connection with such Task or Subtask; the deliverables required in the performance of such Task or Subtask; the schedule for the performance of such Task or Subtask; authorized personnel who may perform the Task or Subtask; and authorized compensation for such Task or Subtask; and MBE/WBE/SBE/VSBE/DVBE/OBE utilization (“Directive”). Directives shall specifically identify any services that fall within the meaning of “design professional services” as defined by Section 2782.8 of the California Civil Code to which the indemnity obligation set forth at Section 9.2 of this Agreement shall apply. A Directive’s failure to identify such “design professional services” shall bar application of Section 9.2 to that Directive.
b. Consultant, to reflect its agreement with all the terms of such Directive, shall sign, date and return such Directive CTO to EngineerACTA.
c. Following Engineer’s ACTA's receipt of the Directive CTO signed by Consultant, Engineer ACTA's CEO shall issue a written document Notice to Proceed in the form attached hereto as Exhibit “D” C that has been signed by Engineer him and that authorizes Consultant to commence performance of the services contemplated by such Directive (“Notice to Proceed”)CTO.
2.3 Consultant acknowledges and agrees that it lacks authority to perform and that Engineer ACTA's CEO lacks authority to request the performance of any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work or a Directive, or in the absence of both a Directive and a Notice to Proceed, are performed as a volunteer and shall not be compensable under this Agreement.
2.4 The Scope of Work shall be performed by personnel qualified and competent in the sole reasonable discretion of EngineerACTA's CEO, whether performance is undertaken by Consultant or third-parties with whom Consultant has contracted and whom are listed on Exhibit “J” on the effective date of this Agreement, or whom Engineer ACTA's CEO may subsequently approve in writing (“"Subconsultants”"), or as listed on Project Directives. Obligations of this Agreement, whether undertaken by Consultant or Subconsultants, are and shall be the responsibility of Consultant. Consultant acknowledges and agrees that this Agreement creates no rights in Subconsultants with respect to City ACTA and that obligations that may be owed to Subconsultants, including, but not limited to, the obligation to pay Subconsultants for services performed, are those of Consultant alone. Upon Engineer’s ACTA's CEO's written request, Consultant shall supply City’s Harbor Department ACTA with all agreements between it and its Subconsultants.
2.5 Consultant’s performance of the Scope of Work shall adhere in all respects to the schedule set forth in a Directive.
2.6 Consultant, at its sole cost and expense, shall furnish all services, materials, equipment, subsistence, transportation and all other items necessary to perform the Scope of Work. As between City ACTA and Consultant, Consultant is solely responsible for any taxes or fees which may be assessed against it or its employees resulting from performance of the Scope of Work, whether social security, payroll or other, and regardless of whether assessed by the federal government, any state, the City, or any other governmental entity. City ACTA shall pay applicable state or local fees necessary to obtain approval, plan checks, permits and variances for the a Project.
2.7 Engineer 2.6 ACTA's CEO shall resolve in his or her sole reasonable discretion any issues or questions which may arise during the term of this Agreement as to the quality or acceptability of Consultant’s 's performance of the Scope of Work, the manner of performance, the interpretation of direction given to Consultant, the acceptable completion of a Directive, and the amount of compensation due. Upon written notice from EngineerACTA's CEO, Consultant shall assign replacement personnel and/or shall remedy any deficient services or work product to Engineer’s his reasonable satisfaction and at Consultant’s 's sole cost and expense. Compliance with the requirements of this SectionSection 2.6 is a condition lo payment by ACTA of compensation to Consultant pursuant to this Agreement.
2.7 Consultant's representative responsible for administering this Agreement, Xxxxxxxx X. Xxxxxxx, P.E. ("Project Manager"), shall not be changed without ACTA's CEO's written approval. ACTA's CEO may, for any reason in his sole reasonable discretion, require Consultant to substitute a new Project Manager. If ACTA requests such a substitution, the substitute Project Manager shall expend whatever time and costs necessary to become familiar with the Project and any portions of the Scope of Work already performed at Consultant's sole cost and expense.
2.8 If the law requires Consultant, in performing the Scope of Work, to follow a different standard of care than the ordinary standard of care applied to a reasonable person, Consultant shall perform such services with the degree of diligence, skill, judgment, and care applicable to Consultant's profession ("professional standard"). Consultants not required to follow a professional standard shall exercise the degree of care required of ordinary persons.
2.9 For portions of the Scope of Work to be performed on a time and material basis, Consultant shall assign personnel, whether employees or Subconsultants, with the lowest applicable hourly rate who are fully competent to provide the services required. If Consultant finds it necessary to have any portion of the Scope of Work, which this Section 2.9 would require to be performed by personnel at a lower rate, to be performed by personnel at a higher rate, Consultant shall, nevertheless, invoice ACTA at the lower rate.
2.10 Consultant shall promptly consider and implement, to his reasonable satisfaction, any written comments of ACTA's CEO.
2.11 Consultant shall review information provided by ACTA. Any such information reasonably believed by Consultant to be inaccurate, incomplete or inapplicable shall be brought promptly to the attention of ACTA's CEO in writing.
2.12 Consultant shall perform the Scope of Work as expeditiously as possible and at the time or times required by ACTA's CEO. Time is of the essence in the performance of the Scope of Work. Consultant's failure to conform to the schedule set forth in a project directive shall entitle ACTA to have services completed by others, shall obligate Consultant to pay ACTA ACTA's cost to undertake completion of such services, and shall authorize ACTA to withhold such amounts from any payments otherwise due to Consultant. Consultant's failure to timely perform in accordance with the schedule set forth in a project directive shall result in economic losses to the ACTA, including, but not limited to, the timely bidding and awarding of contracts, completion of the project in connection with which Consultant's services are rendered and the use of such project by ACTA, the users of the Alameda Corridor and the public.
Appears in 1 contract
Samples: Consulting Agreement
SERVICES TO BE PERFORMED BY CONSULTANT. 2.1 All of the potential services Consultant shall perform for City ACTA are set forth in Exhibit “B” A hereto and hereinafter shall be referred to as “Scope of Work.” Among other things, Exhibit “B” breaks down the Scope of Work into individual tasks and, in some cases, further breaks down such tasks into subtasks, which hereinafter shall be referred to generically as “Tasks” and “Subtasks.” The aggregate of all Tasks and, as applicable, Subtasks, comprises the Scope of Work.”
2.2 Consultant’s performance of Tasks and, as applicable, Subtasks tasks or subtasks shall occur as follows:
a. The ACTA’s Chief Harbor Engineer of the Engineering Division of City’s Harbor Department Executive Officer (“EngineerCEO”) shall issue a written document Contract Task Order (“CTO”) in the form attached hereto as Exhibit “C” that has been signed by the Deputy Executive Director of Development for the City’s Harbor Department and B that specifies, without limitation: the Task task or Subtask subtask to be performed; the specific services required in connection with such Task task or Subtasksubtask; the deliverables required in the performance of such Task task or Subtasksubtask; the schedule for the performance of such Task task or Subtasksubtask; authorized personnel who may perform the Task task or Subtasksubtask; and authorized compensation for such Task task or Subtask; and MBE/WBE/SBE/VSBE/DVBE/OBE utilization (“Directive”). Directives shall specifically identify any services that fall within the meaning of “design professional services” as defined by Section 2782.8 of the California Civil Code to which the indemnity obligation set forth at Section 9.2 of this Agreement shall apply. A Directive’s failure to identify such “design professional services” shall bar application of Section 9.2 to that Directivesubtask.
b. Consultant, to reflect its agreement with all the terms of such DirectiveCTO, shall sign, date and return such Directive CTO to EngineerACTA.
c. Following EngineerACTA’s receipt of the Directive CTO signed by Consultant, Engineer ACTA’s CEO shall issue a written document Notice to Proceed in the form attached hereto as Exhibit “D” C that has been signed by Engineer ACTA’s CEO and that authorizes Consultant to commence performance of the services contemplated by such Directive (“Notice to Proceed”)CTO.
2.3 Consultant acknowledges and agrees that it lacks authority to perform and that Engineer ACTA’s CEO lacks authority to request the performance of any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work or a DirectiveCTO, or in the absence of both a Directive CTO and a Notice to Proceed, are performed as a volunteer and shall not be compensable under this Agreement.
2.4 The Scope of Work shall be performed by personnel qualified and competent in the sole reasonable discretion of EngineerACTA’s CEO, whether performance is undertaken by Consultant or third-parties with whom Consultant has contracted and whom are listed on Exhibit “J” on the effective date of this Agreement, or whom Engineer ACTA’s CEO may subsequently approve in writing (“Subconsultants”), or as listed on CTOs. Obligations of this Agreement, whether undertaken by Consultant or Subconsultants, are and shall be the responsibility of Consultant. Consultant acknowledges and agrees that this Agreement creates no rights in Subconsultants with respect to City ACTA and that obligations that may be owed to Subconsultants, including, but not limited to, the obligation to pay Subconsultants for services performed, are those of Consultant alone. Upon EngineerACTA’s CEO’s written request, Consultant shall supply City’s Harbor Department ACTA with all agreements between it and its Subconsultants.
2.5 Consultant’s performance of the Scope of Work shall adhere in all respects to the schedule set forth in a Directive.
2.6 Consultant, at its sole cost and expense, shall furnish all services, materials, equipment, subsistence, transportation and all other items necessary to perform the Scope of Work. As between City ACTA and Consultant, Consultant is solely responsible for any taxes or fees which may be assessed against it or its employees resulting from performance of the Scope of Work, whether social security, payroll or other, and regardless of whether assessed by the federal government, any state, the City, or any other governmental entity. City shall pay applicable state or local fees necessary to obtain approval, plan checks, permits and variances for the Project.
2.7 Engineer 2.6 ACTA’s CEO shall resolve in his or her sole reasonable discretion any issues or questions which may arise during the term of this Agreement as to the quality or acceptability of Consultant’s performance of the Scope of Work, the manner of performance, the interpretation of direction given to Consultant, the acceptable completion of a DirectiveCTO, and the amount of compensation due. Upon written notice from EngineerACTA’s CEO, Consultant shall assign replacement personnel and/or shall remedy any deficient services or work product to Engineer’s his reasonable satisfaction and at Consultant’s sole cost and expense. Compliance with the requirements of this SectionSection 2.6 is a condition to payment by ACTA of compensation to Consultant pursuant to this Agreement.
2.7 Consultant's representative responsible for administering this Agreement, Xxxxxx Xxxxxx (“Project Manager”), shall not be changed without ACTA’s CEO’s written approval. ACTA’s CEO may, for any reason in his sole reasonable discretion, require Consultant to substitute a new Project Manager. If ACTA requests such a substitution, the substitute Project Manager shall expend whatever time and costs necessary to become familiar with the services provided and any portions of the Scope of Work already performed at Consultant’s sole cost and expense.
2.8 If the law requires Consultant, in performing the Scope of Work, to follow a different standard of care than the ordinary standard of care applied to a reasonable person, Consultant shall perform such services with the degree of diligence, skill, judgment, and care applicable to Consultant's profession (“professional standard”). Consultants not required to follow a professional standard shall exercise the degree of care required of ordinary persons.
2.9 For portions of the Scope of Work to be performed on a time and material basis, Consultant shall assign personnel, whether employees or Subconsultants, with the lowest applicable hourly rate who are fully competent to provide the services required. If Consultant finds it necessary to have any portion of the Scope of Work, which this Section 2.9 would require to be performed by personnel at a lower rate, to be performed by personnel at a higher rate, Consultant shall, nevertheless, invoice ACTA at the lower rate.
2.10 Consultant shall promptly consider and implement, to his reasonable satisfaction, any written comments of ACTA’s CEO.
2.11 Consultant shall review information provided by ACTA. Any such information reasonably believed by Consultant to be inaccurate, incomplete or inapplicable shall be brought promptly to the attention of ACTA’s CEO in writing.
2.12 Consultant shall perform the Scope of Work as expeditiously as possible and at the time or times required by ACTA’s CEO. Time is of the essence in the performance of the Scope of Work. Consultant's failure to conform to the schedule set forth in a CTO shall entitle ACTA to have services completed by others, shall obligate Consultant to pay ACTA ACTA’s cost to undertake completion of such services, and shall authorize ACTA to withhold such amounts from any payments otherwise due to Consultant. Consultant's failure to timely perform in accordance with the schedule set forth in a CTO shall result in economic losses to the ACTA, including, but not limited to, the timely bidding and awarding of contracts, completion of any project in connection with which Consultant’s services are rendered and the use of such project by ACTA, the users of the Alameda Corridor and the public.
Appears in 1 contract
Samples: Consulting Agreement
SERVICES TO BE PERFORMED BY CONSULTANT. 2.1 All A. Consultant hereby agrees to render to City, as an independent contractor, certain professional, technical and expert services of the services Consultant shall perform for City are a temporary and occasional character as set forth in Exhibit “B” hereto and hereinafter shall be referred to as “A ("Scope of Work.” Among other things, Exhibit “B” breaks down the Scope of Work into individual tasks and, in some cases, further breaks down such tasks into subtasks, which hereinafter shall be referred to generically as “Tasks” and “Subtasks.” The aggregate of all Tasks and, as applicable, Subtasks, comprises the Scope of Work").
2.2 B. Consultant’s performance of Tasks and, as applicable, Subtasks 's services shall occur as follows:
a. 1. The Chief Harbor Engineer Director of the Engineering Environmental Management Division of City’s 's Harbor Department (“Engineer”"EMO Director") shall issue a written document in the form attached hereto as Exhibit “C” that has been signed by the Deputy Executive Director of Development for the City’s Harbor Department and Project Directive that specifies, without limitation: the Task or Subtask to be performed; the specific specified services required in connection with such Task or Subtask; the deliverables required in the performance of such Task or Subtask; the schedule for the performance of such Task or Subtask; authorized personnel who may perform the Task or Subtask; authorized compensation for such Task or Subtask; and MBE/WBE/SBE/VSBESBENSBE/DVBE/OBE utilization (“"Directive”"). Directives shall specifically identify any services that fall within the meaning of “design professional services” as defined by Section 2782.8 of the California Civil Code to which the indemnity obligation set forth at Section 9.2 of this Agreement shall apply. A Directive’s failure to identify such “design professional services” shall bar application of Section 9.2 to that Directive.
b. 2. Consultant, to reflect its agreement with all the terms of such Directive, shall sign, date and return such Directive to EngineerEMO Director.
c. 0. Following Engineer’s EMD's Director's receipt of the Directive signed by ConsultantConsultant and by the Executive Director of the City Harbor Department ("Executive Director"), Engineer EMO Director shall issue a written document in the form attached hereto as Exhibit “D” that has been signed by Engineer and Notice to Proceed that authorizes Consultant to commence performance of the services contemplated by such Directive (“"Notice to Proceed”").
2.3 Consultant acknowledges and agrees that it lacks authority to perform and that Engineer lacks authority to request the performance of any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work or a Directive, or in the absence of both a Directive and a Notice to Proceed, are performed as a volunteer and shall not be compensable under this Agreement.
2.4 The Scope of Work shall be performed by personnel qualified and competent in the sole reasonable discretion of Engineer, whether performance is undertaken by Consultant or third-parties with whom Consultant has contracted and whom are listed on Exhibit “J” on the effective date of this Agreement, or whom Engineer may subsequently approve in writing (“Subconsultants”). Obligations of this Agreement, whether undertaken by Consultant or Subconsultants, are and shall be the responsibility of Consultant. Consultant acknowledges and agrees that this Agreement creates no rights in Subconsultants with respect to City and that obligations that may be owed to Subconsultants, including, but not limited to, the obligation to pay Subconsultants for services performed, are those of Consultant alone. Upon Engineer’s written request, Consultant shall supply City’s Harbor Department with all agreements between it and its Subconsultants.
2.5 Consultant’s performance of the Scope of Work shall adhere in all respects to the schedule set forth in a Directive.
2.6 C. Consultant, at its sole cost and expense, shall furnish all services, materials, equipment, subsistence, transportation and all other items necessary to perform the Scope of Work. As between City and Consultant, Consultant is solely responsible for any taxes or fees which may be assessed against it or its employees resulting from performance of the Scope of Work, whether social security, payroll or other, and regardless of whether assessed by the federal government, any state, the City, or any other governmental entity. City shall pay applicable state or local fees necessary · D. Consultant acknowledges and agrees that it lacks authority to obtain approval, plan checks, permits perform and variances for EMO Director lacks authority to request the Project.
2.7 Engineer shall resolve in his or her sole reasonable discretion any issues or questions which may arise during the term of this Agreement as to the quality or acceptability of Consultant’s performance of any services outside the Scope of Work, . Consultant further acknowledges and agrees that any services it performs outside the manner Scope of performance, the interpretation of direction given to Consultant, the acceptable completion of Work or a Directive, or in the absence of both a Directive and the amount of compensation due. Upon written notice from Engineera Notice to Proceed, Consultant are performed as a volunteer and shall assign replacement personnel and/or shall remedy any deficient services or work product to Engineer’s reasonable satisfaction and at Consultant’s sole cost and expense. Compliance with the requirements of not be compensable under this SectionAgreement.
Appears in 1 contract
Samples: Consulting Agreement
