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Consultant's performance must be governed by sound professional practices and the <br />Standard of Care. <br />6. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. The Consultant will perform these services with reasonable diligence <br />and expediency consistent with sound professional practices and the Standard of Care. <br />7. Compensation. Consultant shall be compensated an amount not to exceed Eight <br />Hundred Sixty -Seven Thousand, Nine Hundred Ninety Dollars ($867,990) ("Consultant <br />Fee") for the completion of the Services described herein, which sum shall include all <br />costs or expenses incurred by Consultant, payable on a lump sum basis based upon a <br />percentage of work completed as set forth in Exhibit "B.' City and YMCA shall each be <br />separately liable for Four Hundred Thirty Three Thousand Nine Hundred Ninety Five <br />Dollars ($433,995.00) of the Consultant Fee and shall be obligated to compensate <br />Consultant in a timely manner, pursuant to the terms of this Agreement. No other <br />compensation for the Services shall be charged by Consultant except for items covered <br />by subsequent amendments to this Agreement which shall be agreed upon in writing by <br />all Parties. If not so agreed, and the YMCA or City requests a change to the Services <br />which yield an amendment to the Consultant Fee, then such Party requesting the <br />change shall be solely liable for the payment of all additional fees required to <br />compensate the Consultant over and above the Consultant Fee. <br />7.1 Consultant's compensation for the Services shall be paid by City and <br />YMCA to Consultant on a lump sum basis. Monthly payments shall be made <br />based on the percentage work completed by Consultant during the period <br />covered by each invoice for payment, and in accordance with the task schedule <br />indicated in Exhibit "B." Consultant shall submit separate applications for <br />payment statements to City and YMCA on or before the 10th day of each month, <br />starting with the second month covered under this Agreement. The statements <br />shall describe the amount of Services provided since the initial commencement <br />date or since the start of the subsequent billing periods, as appropriate, through <br />the date of the statements. Consultant shall include work schedule updates with <br />the monthly statements. City and YMCA shall each, within thirty (30) days of <br />receiving such monthly statements, review their statement and pay all approved <br />charges thereon pursuant to the provisions of Civil Code Section 3320. Disputed <br />amounts shall be resolved by the Parties pursuant to Par. 23 ("Dispute <br />Resolution"), below. <br />7.2 Consultant shall maintain adequate records and shall permit inspection <br />and audit by City and/or YMCA of Consultant's charges under this Contract. <br />Consultant shall make such records available to City and/or YMCA during normal <br />business hours upon reasonable notice. Nothing herein shall convert such <br />records into public records, and they will be available only to the Client and any <br />specified public agencies. Such records shall be maintained by Consultant for <br />one (1) year following completion of the work under this Agreement unless a <br />ATTY/AGR/2017.263/CITY—YMCA ARCHITECTURE AGREEMENT <br />REV: 11-09-17 VR <br />Page 4 of 15 <br />