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<br />4. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />5. Compensation. RC2020/City shall compensate Consultant for all services <br />performed by Consultant hereunder in an amount based upon project rates as outlined <br />in the Early and Family Support Program proposal submitted to First 5. A copy of <br />Consultant's rates for which services hereunder shall be performed are set forth in <br />Exhibit "B" Consultant's Project Budget, which is incorporated by this reference in <br />accordance with this Agreement's terms and conditions. <br />Notwithstanding the foregoing, the combined total of compensation and reimbursement <br />of costs payable hereunder shall not exceed the sum outlined in Exhibit "B" unless the <br />performance of services and/or reimbursement of costs and expenses in excess of said <br />amounts have been approved in advance of performing such services or incurring such <br />costs and expenses of RC2020/City, evidenced by motion duly made and carried. <br />Compensation and reimbursement of costs and expenses hereunder shall be payable <br />upon quarterly billing therefore by Consultant to RC2020/City, which billing shall include <br />an itemized statement, briefly describing by task and labor category or cost/expense <br />items billed. <br /> ... <br />6. Status of Consultant. Consultant will perform the Services in Consultant's own <br />way as an independent contractor and in pursuit of Consultant's independent calling, <br />and not as an employee of City. The persons used by Consultant to provide services <br />under this Agreement will not be considered employees of City for any purposes. <br />The payment made to Consultant pursuant to the Agreement will be the full and <br />complete compensation to which Consultant is entitled. City will not make any federal <br />or state tax with holdings on behalf of Consultant or its agents, employees or <br />subcontractors. City will not be required to pay any workers' compensation insurance or <br />unemployment contributions on behalf of Consultant or its employees or subcontractors. <br />Consultant agrees to indemnify City within thirty (30) days for any tax, retirement <br />contribution, social security, overtime payment, unemployment payment or workers' <br />compensation payment which City may be required to make on behalf of Consultant or <br />any agent, employee, or subcontractor of Consultant for work done under this <br />Agreement. At the City's election, City may deduct the indemnification amount from any <br />balance owing to Consultant. <br />7. SubcontractinQ. Consultant will not subcontract any portion of the Services <br />without prior written approval of City Manager or his/her designee. If Consultant <br />subcontracts any of the Services, Consultant will be fully responsible to City for the acts <br />and omissions of Consultant's subcontractor and of the persons either directly or <br />indirectly employed by the subcontractor, as Consultant is for the acts and omissions of <br />persons directly employed by Consultant. Nothing contained in this Agreement will <br />create any contractual relationship between any subcontractor of Consultant and City. <br />Consultant will be responsible for payment of subcontractors. Consultant will bind every <br />Atty/Agr/Agr.227 <br />092104 2 <br /> .. . ..-........-r--........ .... <br />