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d. Substitution of Key Personnel. Consultant has represented to City that certain key <br />personnel will perform and coordinate the Services under this Agreement. Should one <br />or more of such personnel become unavailable, Consultant may substitute other <br />personnel of at least equal competence upon written approval of City. In the event that <br />City and Consultant cannot agree as to the substitution of key personnel, City shall be <br />entitled to terminate this Agreement for cause. As discussed below, any personnel who <br />fail or refuse to perform the Services in a manner acceptable to the City, or who are <br />determined by the City to be uncooperative, incompetent, a threat to the adequate or <br />timely completion of the Project or a threat to the safety of persons or property, shall <br />be promptly removed from the Project by the Consultant at the request of the City. The <br />key personnel for performance of this Agreement are as follows: Christopher <br />Townsend. <br />e. City's Representative. The City hereby designates the City Manager, or his or her <br />designee, to act as its representative for the performance of this Agreement ("City's <br />Representative"), City's Representative shall have the power to act on behalf of the City <br />for all purposes under this Contract. Consultant shall not accept direction or orders from <br />any person other than the City's Representative or his or her designee. <br />f Consultant's Representative. Consultant hereby designates Christopher Townsend, or <br />his or her designee, to act as its representative for the performance of this Agreement <br />("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. <br />The Consultant's Representative shall supervise and direct the Services, using his best <br />skill and attention, and shall be responsible for all means, methods, techniques, <br />sequences and procedures and for the satisfactory coordination of all portions of the <br />Services under this Agreement. <br />g. Coordination of Services. Consultant agrees to work closely with City staff in the <br />performance of Services and shall be available to City's staff, consultants and other <br />staff at all reasonable times. <br />h. Standard of Care; Performance of Employ. Consultant shall perform all Services <br />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 <br />State of California. Consultant represents and maintains that it is skilled in the <br />professional calling necessary to perform the Services. Consultant warrants that all <br />employees and subcontractors shall have sufficient skill and experience to perform the <br />Services assigned to them. Finally, Consultant represents that it, its employees and <br />subcontractors have all licenses, permits, qualifications and approvals of whatever <br />nature that are legally required to perform the Services, including a City Business <br />License, and that such licenses and approvals shall be maintained throughout the term <br />of this Agreement. Consultant shall perform, at its own cost and expense and without <br />reimbursement from the City, any services necessary to correct errors or omissions <br />which are caused by the Consultant's failure to comply with the standard of care <br />provided for herein. Any employee of the Consultant or its sub -consultants who is <br />determined by the City to be uncooperative, incompetent, a threat to the adequate or <br />Pane2of14 <br />EIBIT 2 <br />