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4. Schedule. Consultant will adhere to the schedule established by the City for performance of the work contemplated by this Agreement, provided, Consultant will not be deemed responsible for delays caused by any person or entity other than Consultant or subcontractors to Consultant. 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 total fee payable for the Services to be performed during the term of this Agreement will be Thirty Thousand Dollars ($30,000) including expenses. Payment shall be entirely contingent and shall be due and payable upon the issuance of the bonds ("Bonds") the proceeds of which will be used to refund the outstanding bonds, and shall be payable solely from the proceeds of the Bonds and from no other funds of the City. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 6. 1 An invoice for payment must be submitted to City prior to the closing date for the Bonds. 6.2. 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. Subcontracting. 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 and omissions of Consultant's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will REV: 05-11-16 JS Page 2 of 10 ATTY/AGR.2016.097/Quint.Thimmig-Bond Counsel