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<br />Attachment 1 B <br /> <br />4. Schedule. Consultant will adhere to the schedule established by the City for <br />performance of the work contemplated by this Agreement; provided, Consultant will not <br />be deemed responsible for delays caused by any person or entity other than Consultant <br />or subcontractors to Consultant. <br /> <br />Consultant acknowledges the importance to City of City's project schedule and agrees <br />to put forth its best professional efforts to perform its services under this Agreement in a <br />manner consistent with that schedule. City understands, however, that Consultant's <br />performance must be governed by sound practices. <br /> <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br /> <br />6. Compensation. The total fee payable for the Services to be performed during the <br />initial term of this Agreement will be forty thousand dollars ($40,000), including <br />expenses. Payment shall be entirely contingent and shall be due and payable upon the <br />delivery of bonds or other securities ("Bonds") sold by City and shall be payable solely <br />from the proceeds of the Bonds and from no other funds of City. <br /> <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. Consultant will be under control of City only as to the <br />result to be accomplished, but will consult with City as necessary. The persons used by <br />Consultant to provide services under this Agreement will not be considered employees <br />of City for any purposes. <br /> <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 /> <br />8. Subcontractina. 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 />subcontractor and every subcontractor of a subcontractor by the terms of this <br />Agreement applicable to Consultant's work unless specifically noted to the contrary in <br />the subcontract and approved in writing by City. <br /> <br />Attachment 1 B-2 <br />