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<br />District acknowledges the importance to City of City's project schedule and agrees to <br />put forth its best professional efforts to perform the Services under this Agreement in a <br />manner consistent with that schedule. City understands, however, that District's <br />performance must be governed by sound practices. <br /> <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br /> <br />6. Compensation. The total fee payable for the Services to be performed during the <br />initial term of this Agreement will be One Hundred Thirty-one Thousand Four Hundred <br />Seventy-seven Dollars ($131,477). No other compensation for the Services will be <br />allowed except for items covered by subsequent amendments to this Agreement. <br /> <br />Payment will occur only after receipt by City of invoices sufficiently detailed to include <br />hours performed, hourly rates, and related activities and costs for approval by City. <br />Incremental payments, if applicable, should be made as outlined in attached Exhibit "A" <br /> <br />7. Status of District. District will perform the Services in District's own way as an <br />independent contractor and in pursuit of District's independent calling, and not as an <br />employee of City. The persons used by District to provide services under this <br />Agreement will not be considered employees of City for any purposes. <br /> <br />The payment made to District pursuant to the Agreement will be the full and complete <br />compensation to which District is entitled. City will not make any federal or state tax <br />with holdings on behalf of District or its agents, employees or subcontractors. City will <br />not be required to pay any workers' compensation insurance or unemployment <br />contributions on behalf of District or its employees or subcontractors. District agrees to <br />indemnify City within thirty (30) days for any tax, retirement contribution, social security, <br />overtime payment, unemployment payment or workers' compensation payment which <br />City may be required to make on behalf of District or any agent, employee, or <br />subcontractor of District for work done under this Agreement. At the City's election, City <br />may deduct the indemnification amount from any balance owing to District. <br /> <br />8. SubcontractinQ. District will not subcontract any portion of the Services without <br />prior written approval of City Manager or his/her designee. If District subcontracts any <br />of the Services, District will be fully responsible to City for the acts and omissions of <br />District's subcontractor and of the persons either directly or indirectly employed by the <br />subcontractor, as District is for the acts and omissions of persons directly employed by <br />District. Nothing contained in this Agreement will create any contractual relationship <br />between any subcontractor of District and City. District will be responsible for payment <br />of subcontractors. District will bind every subcontractor and every subcontractor of a <br />subcontractor by the terms of this Agreement applicable to District's work unless <br />specifically noted to the contrary in the subcontract and approved in writing by City. <br /> <br />Atty/Agr/Agr.235 <br />110904 . <br /> <br />2 <br /> <br />"T"de .--r <br />