Agmt17 ELS Architecture and Urban Design

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RFQ-P for the Phase III Services either from Consultant or from a third party architectural firm. 2. Standard of Care. While performing the Services, Consultant shall perform its services under this Agreement in a manner consistent with the reasonable degree of professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area under similar circumstances, and will use reasonable diligence and best judgment while exercising its professional skill and expertise ("Standard of Care"). 3. Term. Unless earlier terminated pursuant to the terms of this Agreement, Consultant shall use best efforts and good faith to carry out the Services set forth in this Agreement in a timely manner consistent with the Standard of Care. 4. Kev Personnel; Qualifications. Consultant has identified Clarence D. Mamuyac, Jr., to serve as Consultant's primary contact ("Primary Contact") for the implementation of this Agreement. Mr. Mamuyac shall (i) maintain oversight of the Services to be provided by Consultant under this Agreement; (ii) have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement; (iii) supervise and direct the Services using his best skill and attention; (iv) be responsible for the means, methods, techniques, sequences and procedures used for the Services; (v) coordinate all portions of the Services; and (vi) act as principal contact with Client and all contractors, consultants, and engineers on the Services to be provided under this Agreement. Any change in the Primary Contact shall be subject to Clients' prior written approval, which approval shall not be unreasonably withheld. The new Primary Contact shall be of at least equal competence as Mr. Mamuyac. In the event that Clients and Consultant cannot agree as to the substitution of a new Primary Contact, Clients shall be entitled to terminate this Agreement for cause. All architects, engineers, experts and other consultants retained by Consultant in performance of this Agreement shall be qualified to perform the Services assigned to them, and shall be licensed to practice in their respective professions, where required by law. 5. Schedule. Consultant will adhere to the schedule set forth in the attached Exhibit "A," which is incorporated herein by reference, provided, that City and YMCA in their reasonable discretion may grant reasonable extensions of time for the performance of Consultant's Services or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. Notwithstanding the foregoing, if City and YMCA do not mutually agree in writing to a reasonable extension of time, Consultant shall adhere to the Schedule set forth in Exhibit "A." Consultant acknowledges the importance to Client of Client's project schedule and agrees to use its professional efforts to meet the schedule. Client understands that ATTY/AGR/2017.263/CITY— YMCA ARCHITECTURE AGREEMENT REV: 11-09-17 VR Page 3 of 15