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<br />Page 4 of 27 <br />detailed scope of services, work schedule, and cost budget will be mutually agreed upon in <br />writing and set forth in Task Orders issued by the Diversion Authority under this <br />Agreement, directly or through the Diversion Authority’s designated Program Management <br />Consultant. Each Task Order will specifically refer to and incorporate this Agreement by <br />reference, and the provisions of this Agreement shall apply to all Task Orders entered into <br />subsequent to the Effective Date of this Agreement. <br /> <br />6. CHANGES TO SCOPE OF SERVICES. The Diversion Authority may make or approve <br />changes within the general scope of services in this Agreement. If such changes affect <br />Consultant’s cost of or time required for performance of the services as set out in any <br />applicable Task Order, then an equitable adjustment will be made through an amendment to <br />the applicable Task Order or this Agreement. <br /> <br />7. RESPONSIBILITY FOR ERRORS OR DELAYS FROM INACCURATE DATA. <br />Consultant and the Diversion Authority acknowledge that the reliability of Consultant’s <br />services depends upon the accuracy and completeness of the data supplied to Consultant. <br />The Diversion Authority accepts sole responsibility for errors or delays in services resulting <br />from inaccurate or incomplete data supplied to Consultant, and the Diversion Authority <br />acknowledges and agrees that any additional services thereby necessitated will result in <br />additional fees payable by the Diversion Authority to Consultant. Consultant must receive <br />promptly the information to deliver the services as well as the Diversion Authority’s prompt <br />updates to any information where there has been a material change which may affect the <br />scope or delivery of the services, such as a change in the nature of the Diversion Authority’s <br />products or equipment, systems, and/or processes that are the focus of Consultant’s <br />service(s). <br /> <br />8. TASK ORDERS. Consultant shall receive assignments for work under this Agreement <br />through Task Orders authorized and provided by the Diversion Authority directly or through <br />its designated Program Management Consultant. The Diversion Authority shall compensate <br />Consultant only for work contained within the Task Orders. Consultant shall not be <br />obligated to perform any work or services unless such services are set forth in an executed <br />Task Order. If Consultant engages in work beyond the scope of a Task Order, the Diversion <br />Authority shall not compensate Consultant for that work, unless agreed to in writing by the <br />Diversion Authority prior to the work being completed. All amendments to Task Orders <br />must be authorized and provided by the Diversion Authority in writing. The time or <br />schedule for performing services or providing deliverables shall be stated in each Task <br />Order. If no times are stated, then Consultant will perform services and provide deliverables <br />within a reasonable time. Consultant is not responsible for any delays in execution of its <br />services or work due to the absence of an executed Task Order or amendment to a Task <br />Order. <br /> <br />9. PERSONNEL. All persons assigned by Consultant to perform services as set forth in Task <br />Orders issued under this Agreement shall be fully qualified to perform the work assigned to <br />them. Consultant shall devote such personnel and resources, time, attention and energies to <br />the Diversion Authority’s business as are necessary to fulfill the duties and responsibilities <br />required by the Diversion Authority and agreed to by Consultant in any given Task Order. <br />Consultant must endeavor to minimize turnover of personnel performing services under this <br />Agreement. If the Diversion Authority is dissatisfied with any of Consultant’s personnel, the DRAFT