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4. Schedule. Consultant will generally adhere to the schedule set forth in the Architects, Anderson Brule's latest schedule and Exhibit "A" hereof, attached hereto and by this reference incorporated herein; provided, that City will grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of Consultant's work product or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. Consultant 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 Consultant's performance must be governed by sound practices. 6. Compensation. The total fee payable for the Services to be performed during the initial term of this Agreement shall not exceed Fifty Nine Thousand, Five Hundred and Ninety Two Dollars ($59,592). 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, per design phase, until City has accepted the work and/or Services specified in Exhibit "A-E" 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/Agency. Incremental payments, if applicable, should be made as outlined in attached Exhibits "A". 7. Status of Consultant. Consultant will perform the Services in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of City/Agency. The persons used by Consultant to provide services under this Agreement will not be considered employees of City/Agency for any purposes. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City/Agency will not make any federal or state tax with holdings on behalf of Consultant or its agents, employees or subcontractors. City/Agency 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 indemnify City/Agency within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City/Agency may be required to make on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's/Agency's election, City/Agency may deduct the indemnification amount from any balance owing to Consultant. 8. SubcontractinQ. Consultant will not subcontract any portion of the Services without prior written approval of City Manager/Redevelopment Manager or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to City/Agency 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 create any contractual relationship between any subcontractor of Consultant and City/Agency. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every Agreement over $10K City Attorney Approved Version 111803 2 s/library/agreements/ConsultanUConsultant_KitchelLPreconstruction Services - RWS Community Library