Exhibit “A”

In consideration of the payments set forth in Exhibit “B,” Contractor shall provide the following services:

County shall contract with Consultant to perform all architectural and engineering services and duties specified herein and any additional services and duties included in the Consultant’s proposal for Abatement, Deconstruction, and Demolition of Hillcrest Juvenile Hall as stated in Exhibit C. This agreement shall govern over any conflict between this Agreement and Consultant’s proposal. Consultant’s proposal includes all assumptions relied upon by Consultant with regards to this Agreement. Consultant shall consult with and keep the County informed on all matters pertaining to this Agreement, the progress of Consultant’s work, and potential problems with fulfilling all obligations of this Agreement. Specifically, the Consultant shall prepare and provide, but not limited to, Construction Documents consisting of drawings and specifications setting forth in complete detail the requirements for deconstruction and demolition of this Project. The Construction Documents shall provide sufficient information so that the construction of the Project may be completed without the need for additional information. Consultant shall provide a detailed cost estimate of the Project based on the Construction Documents. Consultant shall meet with and obtain applicable regulatory agencies approvals from the County, Fire Department, and other public agencies with jurisdiction over Project. Record Set drawings shall be provided to the County at the completion of the Project.

Exhibit “B”

In consideration of the services provided by Contractor in Exhibit “A,” County shall pay Contractor based on the following fee schedule:

Consultant agrees to accept said Basic Fee of (One Hundred, Seventy One Thousand, Two Hundred and Seventy Nine Dollars) $171,279.00 as full compensation for all services, responsibilities, and duties required by this Agreement including, but not limited to, employee costs, other consultants, persons retained by consultants, traveling expenses to the Project, phone call and facsimile fees, all items of general overhead (typing, drawing/document reproductions, messenger/overnight delivery fees, reports, progress drawings) and all other costs incurred by the Consultant in connection with performance of this Agreement. An increase in the construction cost does not justify an increase in Consultant’s fee. Consultant may submit a written itemized invoice specifying work completed, number of hours involved, and breakdown of charges for work completed to be accepted by County. Invoice to include County project number (if applicable). Payments for services provided under this Agreement shall be based upon the contractor’s fee schedule specified in Agreement as Exhibit D. The County reserves the right to withhold payment if the County determines that the quantity or quality of the work performed is unacceptable. The final payment to consultant shall not be made until, in the opinion of the County, the Consultant has fulfilled all obligations under this Agreement.

In no event shall the County’s total fiscal obligation under this Agreement exceed (One Hundred, Seventy One Thousand, Two Hundred and Seventy Nine Dollars) $171,279.00 unless the Director of Public Works authorizes amount for increase.