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3.3.2 Schedule of Services. Consultant shall perform the Services in a prompt <br />and timely manner and in accordance with the Schedule of Services set forth in Exhibit "B" <br />attached hereto and incorporated herein by reference. Consultant represents that it has the <br />professional and technical personnel required to perform the Services expeditiously. Upon <br />request of City, Consultant shall provide a more detailed schedule of anticipated performance to <br />meet the Schedule of Services. <br />3.3.3 Conformance to Applicable Requirements. All work prepared by <br />Consultant shall be subject to the approval of City. <br />3.3.4 Substitution of Key Personnel. Consultant has represented to City that <br />certain key personnel will perform and coordinate the Services under this Agreement as set forth <br />in Consultant's Proposal (Exhibit "B"). Should one or more of such personnel become <br />unavailable, Consultant may substitute other personnel of at least equal competence upon written <br />approval of City. In the event that City and Consultant cannot agree as to the substitution of key <br />personnel, City shall be entitled to terminate this Agreement for cause. <br />3.3.5 City's Representative. The City hereby designates Sean Thomas, Senior <br />Civil Engineer, or his/her designee, to act as its representative in all matters pertaining to the <br />administration and performance of this Agreement ("City's Representative"). City's <br />Representative shall have the power to act on behalf of the City for review and approval of all <br />products submitted by Consultant but not the authority to enlarge the Scope of Services or change <br />the total compensation due to Consultant under this Agreement. The City Manager shall be <br />authorized to act on City's behalf and to execute all necessary documents which enlarge the <br />Scope of Services or change the Consultant's total compensation subject to the provisions <br />contained in this Agreement. Consultant shall not accept direction or orders from any person <br />other than the City Manager, City's Representative or his/her designee. <br />3.3.6 Consultant's Representative. Consultant hereby designates John Hughes, <br />Principal -In -Charge, or his/her designee, to act as its representative for the performance of this <br />Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority <br />to represent and act on behalf of the Consultant for all purposes under this Agreement. The <br />Consultant's Representative shall supervise and direct the Services, using his/her best skill and <br />attention, and shall be responsible for all means, methods, techniques, sequences, and <br />procedures and for the satisfactory coordination of all portions of the Services under this <br />Agreement. <br />3.3.7 Coordination of Services. Consultant agrees to work closely with City staff <br />in the performance of Services and shall be available to City's staff, consultants and other staff at <br />all reasonable times. <br />3.3.8 Standard of Care; Performance of Employees. Consultant shall perform all <br />Services under this Agreement in a skillful and competent manner, consistent with the standards <br />generally recognized as being employed by professionals in the same discipline in the State of <br />California. Consultant represents and maintains that it is skilled in the professional calling <br />necessary to perform the Services. Consultant represents that all employees and subconsultants <br />shall have sufficient skill and experience to perform the Services assigned to them. Consultant <br />represents that it, its employees and subconsultants have all licenses, permits, qualifications and <br />approvals of whatever nature that are legally required to perform the Services, and that such <br />licenses and approvals shall be maintained throughout the term of this Agreement. Consultant <br />-3- PROFESSIONAL SERVICES AGREEMENT <br />55394.00000\40418052.1 <br />