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<br />services occasioned by unusually lengthy governmental reviews of Consultant's work <br />product or other unavoidable delays occasioned by circumstances; provided, further, <br />that such unavoidable delay will not include strikes, lockouts, work stoppages, or other <br />labor disturbances conducted by, or on behalf of, Consultant's officers or employees. <br />Consultant acknowledges the importance to City/Agency of City/Agency's project <br />schedule and agrees to put forth its best professional efforts to perform the Services <br />under this Agreement in a manner consistent with that schedule. City/Agency <br />understands, however, that Consultant's performance must be governed by sound <br />practices. <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />6. Compensation: Expenses: Payment. Consultant's compensation and payments <br />shall be in accordance with Exhibit "B," Fees and Compensation Schedule. <br />7. 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/Agency. The persons used by Consultant to provide <br />services under this Agreement will not be considered employees of City/Agency for any <br />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/Agency will not make any <br />federal or state tax withholdings on behalf of Consultant or its agents, employees or <br />subcontractors. City/Agency will not be required to pay any workers' compensation <br />insurance or unemployment contributions on behalf of Consultant or its employees or <br />subcontractors. Consultant agrees to indemnify City/Agency within thirty (30) days for <br />any tax, retirement contribution, social security, overtime payment, unemployment <br />payment or workers' compensation payment which City/Agency may be required to <br />make on behalf of Consultant or any agent, employee, or subcontractor of Consultant <br />for work done under this Agreement. At the City/Agency's election, City/Agency may <br />deduct the indemnification amount from any balance owing to Consultant. <br />8. SubcontractinQ. Except for those subconsultants listed in Exhibit A, Consultant <br />will not subcontract any portion of the Services without prior written approval of <br />Executive Director or his/her designee. If Consultant subcontracts any of the Services, <br />Consultant will be fully responsible to City/Agency for the negligent errors and <br />omissions of Consultant's subcontractor and of the persons either directly or indirectly <br />employed by the subcontractor, as Consultant is for the negligent errors and omissions <br />of persons directly employed by Consultant. Nothing contained in this Agreement will <br />create any contractual relationship between any subcontractor of Consultant and <br />City/Agency. Consultant will be responsible for payment of subcontractors. Consultant <br />will bind every subcontractor and every subcontractor of a subcontractor by the terms of <br />Atty/ Agr/ Agr.183 2 <br />042004 <br /> .- <br />