SERVICES TO BE PERFORMED BY CONSULTANT. The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement.
SERVICES TO BE PERFORMED BY CONSULTANT. A. Consultant hereby agrees to render to City, as an independent contractor, certain professional, technical and expert services of a temporary and occasional character as set forth in Exhibit A (“Scope of Work”).
B. 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.
C. Consultant acknowledges and agrees that it lacks authority to perform any services outside the Scope of Work. Consultant further acknowledges and agrees that any services it performs outside the Scope of Work are performed as a volunteer and shall not be compensable under this Agreement.
D. 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.
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 shal...
SERVICES TO BE PERFORMED BY CONSULTANT. 2.1 CONSULTANT shall perform the services as generally described in the Scope of Work Exhibit "A" and as may be further specifically designated and authorized by the CITY, in writing. Such authorization will be referred to as a Consultant Services Authorization (CSA) and all provisions of this Agreement apply to the CSA with full force and effect as if appearing in full within each CSA. Each CSA will set forth a specific Scope of Services, maximum limit of compensation, schedule, liquidated damages and completion date, and shall become effective upon the due execution.
2.2 The CONSULTANT is not authorized to undertake any project without a duly executed CSA, which shall specify the work to be performed and the time to be completed. CONSULTANT recognizes that the CITY may employ several different consultants to perform the work described and that the CONSULTANT has not been employed as the exclusive agent to perform any such services.
2.3 When the CONSULTANT and the CITY enter into a Consultant Authorization Agreement (CSA) where the term of the CSA expires on a date that is later than the date that the Master Consulting Agreement (MCA) expires, the CONSULTANT and the CITY agree that the terms of the MCA and any amendments, attachments or provisions thereof are automatically extended until the expiration or full ·completion of the requirements of the CSA have been performed. Cancellation by the CITY of any remaining work prior to the full completion of the requirements of the CSA shall cause the terms of the MCA to terminate at the same time. This provision only applies when the expiration of the CSA extends beyond the expiration of the MCA. It does not apply when a CSA expires or is cancelled prior to the expiration of the MCA.
SERVICES TO BE PERFORMED BY CONSULTANT. The Scope of Work is described below. Consultant will perform all services necessary to complete the Scope of Work. The Consultant will receive general direction from the EDCTC Executive Director. Tasks will include the following: The Executive Director of EDCTC or their designee must approve the final form of each project deliverable prior to acceptance by EDCTC. Any references herein to subconsultants are for convenience only and Consultant remains responsible for the performance of this Agreement and the Scope of Work.
SERVICES TO BE PERFORMED BY CONSULTANT. Consultant agrees to provide consulting services to the Company with respect to its research and development activities. The amount of time Consultant is expected to spend on these activities for Company is set forth on Exhibit A attached hereto.
SERVICES TO BE PERFORMED BY CONSULTANT. CONSULTANT will provide the services and install those materials listed in CONSULTANT’s Proposal submitted in response to the RFP. A copy of the RFP is attached as Exhibit A. A copy of the Proposal is attached as Exhibit B. CONSULTANT warrants that all work and services set forth in the Proposal will be performed in a competent, professional and satisfactory manner.
SERVICES TO BE PERFORMED BY CONSULTANT. Section 2.1. Specific Services Consultant will provide consulting services to the Company regarding all aspects of the Company’s business from time to time as may be reasonably requested by the Company and subject to the terms and conditions contained herein. Notwithstanding the foregoing, the parties acknowledge and agree that the services to be provided by Consultant under this Agreement are expected to be limited to occasional or part-time services that are not expected to exceed 20% of the average level of services provided by Consultant over the three-year period immediately preceding the Effective Date of this Agreement.
SERVICES TO BE PERFORMED BY CONSULTANT. The terms of this Agreement incorporate by reference the provisions stated in the Proposal attached hereto as Exhibit A to this Agreement (“Proposal”). Consultant shall perform the services described in the Proposal (the “Services”) according to the standards of his profession. If the Consultant, without prior written notice thereof to the Owner, performs any Services with knowledge that such Services violate any applicable law, statute, ordinance, building code, rule or regulation, or if the Consultant, in the exercise of its professional judgment, should have known or discovered such violation, the Consultant shall be responsible for the performance thereof and for the full cost of correcting the same. The Consultant shall perform all Services in accordance with the terms set forth in this Agreement and Exhibits A and B (attached hereto and incorporated herein by reference), and perform any actions reasonably inferable from this Agreement and Exhibits A and B, as a whole, as being necessary or desirable to produce the intended result contemplated herein and in Exhibits A and B.
SERVICES TO BE PERFORMED BY CONSULTANT. 1.01 Consultant shall access its database of brokers, who may be interested in the Company, and shall utilize a profiler team in order to contact brokers interested in recommending Company to their investor clients. Consultant’s profilers will continue to “cold call” on a regular basis, which will continually add new brokers to the database.
1.02 Consultant shall diligently market and promote Company to brokers and other investors, advisors, counselors, trustees, agents and other individuals and entities whom Consultant is legally permitted to contact. Consultant will train new profilers to promote the Company. Company understands and agrees that Consultant’s database constitutes proprietary information owned by Consultant.
1.03 Consultant shall provide investor lead management services normal and customary in the industry. Consultant will handle investor and broker inquiries (including with the proper disclosures and disclaimers) in a professional manner.
1.04 Consultant shall organize, initiate, manage and facilitate broker/investor conference telephone calls at the request of the Company and other presentations mutually agreeable to Company and Consultant. Expenses for broker/investor conference calls and other presentations are to be paid by the Consultant, and must be pre-approved by the Company.
1.05 Consultant may review and monitor Company’s stockholder base and all transfer agent and DTC reports, and analyze, present to, and discuss with Company the results and implications of such reports. Company agrees to provide Consultant with all DTC reports on a weekly basis and a NOBO list on a monthly basis.
1.06 Consultant shall provide a DTC analysis upon request by the Company.
1.07 Company will be permitted to visit Consultant’s facility on a regular basis and will have the ability to talk in person with Consultant’s employees regarding their progress during the campaign. Consultant’s employees will be allowed to contact Company’s management for weekly conference calls and Company will be permitted to communicate with Consultant’s management with updated emails on a regular basis. However, Company represents and warrants it will not discuss any information that may be considered to be “insider information” with any employee of Consultant other than upper management and said discussions and all communication will be solely on a need to know basis.
1.08 In addition to the services identified in Section 1.01 to 1.06 above, at the direction of the Company...
