Agmt15 Teri Black & Company, LLC (2)

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stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. Consultant acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that Consultant's performance must be governed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. The professional fee payable for the services to be performed during the initial term of this Agreement will be $18,000. This fee includes up to two (2) onsite visits for the purpose of ineeting with the Client and facilitating panel interviews and selection deliberation. In addition to the professional fee, Consultant shall bill the City for direct expenses for advertising, recruitment brochure and mailing, administrative expenses, background and records check, and consultant travel. Total billings for expenses shall not exceed $9,675. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City has the authority to withhofd a 10% percent retention until City has accepted all of the services specified in Exhibit "A." There shall be no additional charge for expenses unless agreed to by City. Payment will occur only after receipt by City of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise agreed to by City. Incremental payments, if applicable, will be made as outlined in attached Exhibit "A." The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to reimburse City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Consultant. 7. Status of Consultant. Consultant will perform the Services as an independent contractor and not as an employee of City. The persons used by Consultant to provide services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontractinq. Consultant will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City for the acts ATTY/AGR/2015219/TERI BLACK COMPANY REV: 09-29-15 PT Page 2 of 10