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G. Client requires the professional services of a qualified architectural design <br />firm to manage the master planning effort and schematic design process for Phase II of <br />the Project through completion of the environmental review and the City planning and <br />entitlement process. The buildings in the Project will be designed and built as <br />sustainable, resource -efficient facilities as a project in the Leadership for Energy and <br />Environmental Design (LEED) rating system. <br />H. Client issued a Request for Qualifications and Proposals ("RFQ-P") for the <br />Project's Master Planning, Schematic Design Services and Option for Design <br />Development and Construction Drawings on February 17, 2017. The Phase II Services <br />include the following major components: (1) Master planning and schematic design <br />Services, (2) participation in public outreach and strategic communications support, and <br />(3) working with the California Environmental Quality Act ("CEQA") consultant to <br />incorporate constraints and mitigation analysis in planning processes. <br />I. Consultant has the necessary experience and skills to provide the <br />professional services and advice required by this Agreement. <br />J. Selection of Consultant is expected to achieve the desired results in an <br />expedited fashion. <br />K. Consultant has submitted a proposal in response to the RFQ-P and has <br />affirmed its willingness and ability to perform such work. <br />NOW, THEREFORE, in consideration of these recitals and the mutual covenants <br />contained herein, the Parties agree as follows: <br />1. Scope of Work. Client retains Consultant to perform, and Consultant agrees to <br />render, those services ("Services") for Phase II of the Project that are defined in the <br />attached Exhibit 'A," which is incorporated herein by reference. In the event of a <br />conflict between the provisions of Exhibit "A" and the terms of this Agreement, the terms <br />of this Agreement shall prevail. YMCA and City must agree in writing to changes to <br />Services or the Services shall remain unchanged. <br />1.1. Optional Scope of Work. The Parties acknowledge that Phase III Services, <br />which will include specific design development and development of construction <br />documents, are not currently covered under this Agreement. The City and/or <br />YMCA shall have the option, separately or together, to authorize Consultant to <br />provide Phase III Services through a new agreement with the Consultant for such <br />Phase III Services. Consultant acknowledges and agrees that neither City nor <br />YMCA has the obligation to engage Consultant for Phase III Services, and City <br />and/or YMCA with or without cause and/or any liability to Consultant or any other <br />party, may do any of the following: (a) unilaterally terminate this Agreement prior <br />to commencement of Phase III, (b) determine not to enter into a new agreement <br />with Consultant to include the Phase III Services, or (c) determine to issue a new <br />ATTY/AGR/2017.263/CIN—YMCA ARCHITECTURE AGREEMENT <br />REV: 11-09-17 VR <br />Page 2 of 15 <br />