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DES:djk 06/22/92 (002/52) <br /> the performance thereof by City' s City Council by motion duly <br /> made and carried. Such task order shall include a description of <br /> the services to be performed thereunder, the maximum compensation <br /> and reimbursement of costs and expenses payable therefor, the <br /> time of performance thereof, and such other matters as the <br /> parties deem appropriate for the accomplishment of such services. <br /> To the extent modified by task order, all other terms and <br /> conditions of this agreement shall be deemed incorporated in each <br /> such task order. <br /> 5 . ASSIGNABILITY. Consultant shall not subcontract, <br /> assign, sell, mortgage, hypothecate or otherwise transfer its <br /> interests or obligations in this agreement in any manner , without <br /> the express prior written consent of City. Subcontractors and <br /> items of work described as subcontracted in Exhibit B, if any, <br /> are hereby approved for such purposes . <br /> 6 . STATUS . In the performance of services hereunder, <br /> Consultant shall be, and is , an independent contractor, and shall <br /> not be deemed to be an employee or agent of City. <br /> 7 . SCHEDULE. Within 5 days of written notice to proceed <br /> given by City to Consultant, Consultant shall commence <br /> performance of services hereunder. Consultant shall complete the <br /> work described in Exhibit A, Item 1 (Tasks 1 , 2 and 3) within 140 <br /> days after authorization to proceed; provided, that City shall <br /> grant reasonable extensions of time for the performance of such <br /> services occasioned by governmental reviews of Consultant' s work <br /> product or other unavoidable delays occasioned by circumstances <br /> or events beyond the reasonable control of Consultant; provided, <br /> 4 <br />