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shall perform, at its own cost and expense and without reimbursement from the City, any services <br />necessary to correct errors or omissions which are caused by the Consultant's failure to comply <br />with the standard of care provided for herein. Any employee of the Consultant or its <br />subconsultants who is determined by the City to be uncooperative, incompetent, a threat to the <br />adequate or timely completion of the Project, a threat to the safety of persons or property, or any <br />employee who fails or refuses to perform the Services in a manner acceptable to the City, shall <br />be promptly removed from the Project by the Consultant and shall not be re-employed to perform <br />any of the Services or to work on the Project. <br />3.3.9 Period of Performance. <br />3.3.9.1 Consultant shall perform and complete all Services under this <br />Agreement within the term set forth in Section 3.1.2 above ("Performance Time"). Consultant shall <br />also perform the Services in strict accordance with any completion schedule or Project milestones <br />described in Exhibits "A", "B", and "C" attached hereto, or which may be separately agreed <br />upon in writing by the City and Consultant ("Performance Milestones"). Consultant agrees that if <br />the Services are not completed within the aforementioned Performance Time and/or pursuant to <br />any such Performance Milestones developed pursuant to provisions of this Agreement, it is <br />understood, acknowledged and agreed that the City will suffer damage. <br />3.3.9.2 Neither City nor Consultant shall be considered in default of this <br />Agreement for delays in performance caused by circumstances beyond the reasonable control of <br />the non -performing Party. For purposes of this Agreement, such circumstances include a Force <br />Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party's <br />performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) <br />terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without <br />limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by <br />governmental authorities that are required for the services); (4) strikes and other organized labor <br />action occurring at the site and the effects thereof on the services, only to the extent such strikes <br />and other organized labor action are beyond the control of Consultant and its subcontractors, and <br />to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) <br />pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of <br />governmental authorities," includes ordinances, emergency proclamations and orders, rules to <br />protect the public health, welfare and safety, and other actions of a public agency applicable to <br />the services and Agreement. <br />3.3.9.3 Should a Force Majeure Event occur, the non -performing Party <br />shall, within a reasonable time of being prevented from performing, give written notice to the other <br />Party describing the circumstances preventing continued performance and the efforts being made <br />to resume performance of this Agreement. Force Majeure Events and/or delays, regardless of the <br />Party responsible for the delay, shall not entitle Consultant to any additional compensation. <br />Notwithstanding the foregoing in this section, the City may still terminate this Agreement in <br />accordance with the termination provisions of this Agreement. <br />3.3.10 Laws and Regulations; Employee/Labor Certification. <br />3.3.10.1 Compliance with Laws. Consultant shall keep itself fully <br />informed of and in compliance with all local, state and federal laws, rules and regulations in any <br />manner affecting the performance of the Project or the Services, including all Cal/OSHA <br />requirements, and shall give all notices required by law. Consultant shall be liable for all violations <br />-4- PROFESSIONAL SERVICES AGREEMENT <br />55394.00000\40418052.1 <br />