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hours shall be referred to herein as "On -Site Services." Those Services that Consultant shall perform elsewhere shall be referred to herein as "Off -Site Services." The Project Administrator may direct Consultant to perform particular Off -Site Services either under the terms of this Agreement or under the terms of a Task Order that has been executed by Consultant and City pursuant to the procedures set forth in Exhibit A, which is attached hereto and incorporated herein by this reference. 2. Standard of Performance. While performing the Services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the urban Northern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise. Consultant shall furnish City with every reasonable opportunity for City to ascertain that the Services of Consultant are being performed in accordance with the requirements and intentions of this Agreement. All work done and all materials fumished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Consultant of any of its obligations to fulfill the Agreement as prescribed. 3. Term. Unless earlier terminated, the term of this Agreement will be effective until June 30, 2019. Extensions will be based upon a satisfactory review of Consultant's performance, City needs, and appropriation of funds by the City. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. Time of Performance. The Services of Consultant are to commence upon receipt of a written notice to proceed from City, but in no event prior to receiving a fully executed agreement from City and obtaining and delivering the required insurance coverage, and satisfactory evidence thereof, to City. Where applicable, Consultant shall perform its Services in accordance with the schedule provided by the Project Administrator or attached to the Task Order authorizing said Services. City in its discretion may approve in writing reasonable extensions of time for the performance of such Services occasioned by unusually lengthy governmental reviews of Consultant's work product or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay shall not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. Consultant acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that Consultant's performance must be governed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation and Method of Pavment. 6.1 Comnensation. The compensation to be paid to Consultant, including both payment for professional services and reimbursable expenses, shall be at the rate and schedules ATTY/AGR/2018.022/SHUMS CODA REV: 02-28-18 RL Page 2 of 19