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<br />a manner consistent with that schedule. City understands, however, that Contractor'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 a lump sum of Twenty-Three Thousand Seven <br />Hundred Thirty-Nine and 00/100 dollars ($23,739.00). No other compensation for the <br />Services will be allowed except for items covered by subsequent amendments to this <br />Agreement. The City reserves the right to withhold a ten percent (10%) retention until <br />City has accepted the work and/or Services specified in Exhibit "A" <br /> <br />7. Status of Contractor. Contractor will perform the Services in Contractor's own <br />way as an independent contractor and in pursuit of Contractor's independent calling, <br />and not as an employee of City. The persons used by Contractor to provide services <br />under this Agreement will not be considered employees of City for any purposes. <br /> <br />The payment made to Contractor pursuant to the Agreement will be the full and <br />complete compensation to which Contractor is entitled. City will not make any federal or <br />state tax with holdings on behalf of Contractor 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 Contractor or its employees or subcontractors. <br />Contractor 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 Contractor or <br />any agent, employee, or subcontractor of Contractor for work done under this <br />Agreement. At the City's election, City may deduct the indemnification amount from any <br />balance owing to Contractor. <br /> <br />8. SubcontractinQ. Contractor will not subcontract any portion of the Services <br />without prior written approval of City Manager or his/her designee. If Contractor <br />subcontracts any of the Services, Contractor will be fully responsible to City for the acts <br />and omissions of Contractor's subcontractor and of the persons either directly or <br />indirectly employed by the subcontractor, as Contractor is for the acts and omissions of <br />persons directly employed by Contractor. Nothing contained in this Agreement will <br />create any contractual relationship between any subcontractor of Contractor and City. <br />Contractor will be responsible for payment of subcontractors. Contractor will bind every <br />subcontractor and every subcontractor of a subcontractor by the terms of this <br />Agreement applicable to Contractor's work unless specifically noted to the contrary in <br />the subcontract and approved in writing by City. <br /> <br />9. Other Contractors. The City reserves the right to employ other Contractors in <br />connection with the Services. <br /> <br />10. Indemnification. Contractor will defend, indemnify and hold harmless City and its <br />officers, agents, employees and volunteers from and against all claims, damages, <br /> <br />Agreement over $10K <br />City Attorney Approved Version 111803 <br /> <br />2 <br />