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of, Contractor's officers or employees. Contractor acknowledges the importance to City of City's project schedule and agrees to put forth its best professional efforts to perform the Services under this Agreement in a manner consistent with that schedule. City understands, however, that Contractor'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 initial term of this Agreement will be Fifty-Eight Thousand Two Hundred Ten and no/100 dollars ($58,210.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A" Payment will occur only after receipt by City of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by City as outlined in attached Exhibit "B." 7. Status of Contractor. Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 8. Subcontractinq. Contractor will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. Agreement over $1 OK 2 City Attorney Approved Version 111803 --.....-. , _..--"....~