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and receive the City's written approval prior to substitution of the representative(s) designated in this Section during the performance of services under this Agreement. c. Evidence of Critical Sub -consultant Agreements. In light of the critical roles to be played by URS and DEA under this Agreement, prior to beginning any work under this Agreement, Consultant shall submit to the City's City Manager fully executed sub -consultant agreements with URS and DEA that fully comply with the percentages of work and scope of work as set forth in Exhibit C. d. Time for Performance. Consultant shall perform and complete all services as may be requested pursuant to the Scope of Services in a timely and expeditious manner. Consultant shall perform such services in accordance with the schedules which Consultant and City may mutually agree as to any particular study, job or analysis. In the event that Consultant determines that a proposed schedule for work as requested by the City is not possible or achievable, Consultant shall immediately notify the Director of the Public Works Agency (the "Director"), or his/her designee, in writing and seek appropriate modifications. No extension of time shall be accepted unless written approval in advance is given by the Director or his/her designee. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit A, at the percentages identified in Exhibits B and C. The total sum to be expended under this Agreement shall not exceed Four Million Eight Hundred Forty Five Thousand Twenty Six Dollars ($4,845,026.00) during the term of this Agreement. b. Consultant agrees to invoice the City on a monthly basis for work performed and expenses incurred. Consultant shall keep a correct and current accounting of payroll costs, travel, subsistence, field and incidental expenses. Consultant's accounting procedures shall be in compliance with Section 16 a. hereof. c. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM a. This Agreement shall commence on the date first written above and terminate Twenty Eight (28) Months thereafter, on December 31, 2011, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Public Works Agency and the City Attorney. b. All parties recognize that the continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on June 30 of each year, shall be subject to the City Council budget approval providing for or covering funding for Consultant's services as an expenditure in said budget. If such budget approval is not 2