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. r ' <br /> Exhibit "A" and the terms of this Agreemeni, the t�r!-r7s nr thi�; .qr�s�eement shall prevail. <br /> City shall have the right to modify the scope of work to delete 'tasks ii7 whole or in part. <br /> 2. Standard of Performance. While performing the Services, Consultant will <br /> exercise the reasonable professional care and sk�ll cust�marily exercised by reputable <br /> members of Consultant's profession practicing in the �rban Northern California Area, <br /> and will use reasonable diligence and best judgrrtent while exercising its professional <br /> skill and expertise. . <br /> 3. Term. Unless earlier terminated, the term of this Agreement will be effective from <br /> date first above written until June 30, 2013. <br /> 4. Schedule. Consultant will adriere t� the schedule set forth in Exhibit "A", <br /> provided, that City in its discretion may grant reasonak�le extensions of time for the <br /> pertormance of such services occasioned by uniasually lengthy governmental reviews of <br /> ConsultanYs work product or other unavoidable delays occasi�ned by circumstances; <br /> provided, further, that such unavoidable delay will not i;zclude strikes, lockouts, work <br /> stoppages, or other labor disturban�es conducted by, or o;�� behalf of, Consultant's <br /> officers or employees. <br /> Consultant acknowledges the importance to City of Cit�'s project schedule and agrees <br /> to use its best professional efforts to meet the scheuule. City understands that <br /> Consultant's performance must be governed by sour,d �r�ctices. <br /> 5. Time is of the Essence. Time is of tf:e �s�ence for e=�r.,h a�id every provision of <br /> this Agreement. <br /> 6. Compensation. The total fee payable for the Services to be performed during the <br /> initial term of this Agreement will be $37,000. No other compensation for the Services <br /> will be allowed except for items covered by subsequent amendments to this Agreement. <br /> City has the authority to withhold a10% perc;ent retention unti! City has accepted all of <br /> the services specified in Exhibit "A.° � <br /> There shall be no additional charge for expenses unless agreed to by City. Payment will <br /> occur only after receipt by City of invoices sufi�icier�tly detaile� to include hourly rates, <br /> hours worked, and tasks performed, unless otherwise agreed to by City. Incremental <br /> payments, if applicable, will be made as outlined in attachPd Exhibit "A." <br /> The payment made to Consultant pursuant to the .Agreement will be the full and <br /> complete compensation to which Consultant is ent�tled. City will not make any federal <br /> or state tax withholdings on behalf of Consult�nt or its agents, employees or <br /> subcontractors. City will not be required ta E�ay any work�rs' compensation insurance or <br /> unemployment contributions on behalf of�on�uitant ar its employees or subcontractors. <br /> Consultant agrees to reimburse City withir� thirty (30) days for any tax, retirement <br /> contribution, social security, overtime payrrent, unem�loyment payment or workers' <br /> ATTY/DOCS-AGR/2012.183/AOD SUBCONTRACT WITH PCRC FY 12-13 <br /> REV:11-14-12 PT <br /> Page 2 of 1G <br />