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2. Standard of Performance. While performing the Services, Consultant will <br /> exercise the reasonable professional care and skill customarily exercised by reputable <br /> members of Consultant's profession practicing in the urban Northern California Area, <br /> and will use reasonable diligence and best judgment 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 adhere to the schedule set forth in Exhibit "A", <br /> provided, that City in its discretion may grant reasonable extensions of time for the <br /> performance of such services occasioned by unusually lengthy governmental reviews of <br /> Consultant's work product or other unavoidable delays occasioned by circumstances; <br /> provided, further, that such unavoidable delay will not include strikes, lockouts, work <br /> stoppages, or other labor disturbances conducted by, or on behalf of, ConsultanYs <br /> officers or employees. <br /> Consultant acknowledges the importance to City of City's project schedule and agrees <br /> to use its best professional efforts to meet the schedule. City understands that <br /> Consultant's performance must be governed by sound practices. <br /> 5. Time is of the Essence. Time is of the essence for each and 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 $20,000. 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% percent retention until 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 sufficiently detailed 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 attached Exhibit "A." <br /> The payment made to Consultant pursuant to the Agreement will be the full and <br /> complete compensation to which Consultant is entitled. City will not make any federal <br /> or state tax withholdings on behalf of Consultant or its agents, employees or <br /> subcontractors. City will not be required to pay any workers' compensation insurance or <br /> unemployment contributions on behalf of Consultant or its employees or subcontractors. <br /> Consultant agrees to reimburse City within thirty (30) days for any tax, retirement <br /> contribution, social security, overtime payment, unemployment payment or workers' <br /> compensation payment which City makes on behalf of Consultant or any agent, <br /> employee, or subcontractor of Consultant for work done under this Agreement. At the <br /> City's election, City may deduct the reimbursable amount from any balance owing to <br /> Consultant. <br /> ATTY/AGR/2012.201/AOD WITH YOUTH LEADERSHIP INSTITUTE FY 12-13 <br /> REV:12-14-12 PT <br /> Page 2 of 11 <br />