Agmt18 ELS Architecture and Urban Design

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California Area, and will use reasonable diligence and bestjudgment while exercising its professional skill and expertise in a manner consistent with the Standard of Care. 3. Term. Unless earlier terminated, the term of this Agreement will commence upon the date first above written and shall expire upon completion of performance of Services hereunder by Consultant. 4. Schedule. Consultant will adhere to the schedule set forth in Exhibit "A", provided, that City in its discretion may grant 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 will 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 in a manner consistent with the Standard of Care. 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. The Consultant will perform these services with reasonable diligence and expediency consistent with sound professional practices and the Standard of Care. 6. Compensation. The total fee payable for the Services to be performed during the initial term of this Agreement will be Five Million One Hundred Eighteen Thousand Six Hundred and Thirty Nine Dollars ($5,118,639) No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Incremental payments, if applicable, will be made as outlined in attached Exhibit "A." 6.1 Consultant's compensation for the Services shall be paid by City to Consultant on a lump sum basis. Monthly payments shall be made based on the percentage work completed by Consultant during the period covered by each invoice for payment, and in accordance with the schedule indicated in Exhibit A. Consultant shall submit applications for payment on or before the 10th day of each month, starting with the second month covered under this Agreement. The statements shall describe the amount of Services provided since the initial commencement date or since the start of subsequent billing periods, as appropriate, through the date of the statements. Consultant shall include work schedule updates with monthly statements. City, within thirty (30) days of receiving such statements, review their statement and pay all approved charges thereon pursuant to the provisions of Civil Code Section 3320. 6.2 Consultant shall maintain adequate records and shall permit inspection and audit by City of Consultant's charges under this Contract. Consultant shall make such records available to City during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be REV: 06-15-18 VR Page 2 of 14 ATTY/AGR/2018.128/ELS ARCHITECTURE & URBAN DESIGN