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<br /> 6.1C <br /> Page 3 <br /> District acknowledges the importance to City of City's project schedule and agrees to <br /> put forth its best professional efforts to perform the Services under this Agreement in a <br /> manner consistent with that schedule. City understands, however, that District's <br /> performance must be governed by sound practices. <br /> 5. Time is of the Essence. Time is of the essence for each and every <br /> provision of this Agreement. <br /> 6. Comoensation. The total fee payable for the Services to be performed by <br /> the District during the initial term of this Agreement will be $205,194. No other <br /> compensation for the Services will be allowed except for items covered by subsequent <br /> amendments to this Agreement. <br /> Payment will occur only after receipt by City of invoices sufficiently detailed to include <br /> hours performed, hourly rates, and related activities and costs for approval by City. <br /> Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." <br /> 7. Status of District. District will perform the Services in District's own way as <br /> an independent contractor and in pursuit of District' independent calling, and not as an <br /> employee of City. The persons used by District to provide services under this <br /> Agreement will not be considered employees of City for any purposes <br /> The payment made to District pursuant to the Agreement will be the full and complete <br /> compensation to which District is entitled. City will not make nay federal or state tax <br /> wlthholdings on behalf of District or its agents, employees or subcontractors. City will <br /> not be required to pay any workers' compensation insurance or unemployment <br /> contributions on behalf of District or its employees or subcontractors. District agrees to <br /> Indemnify City within thirty (30) days for any tax, retirement contribution, social security, <br /> overtime payment, unemployment payment or workers' compensation payment which <br /> City may be required to make on behalf of District or any agent, employee, or <br /> subcontractor of District for work done under this Agreement. At the City's election, City <br /> may deduct the indemnification amount from any balance owing to District. <br /> 8. SubcontractinQ. District will not subcontract any portion of the Services <br /> without prior written approval of City Manager or his/her designee. If District <br /> subcontracts any of the Services, District will be fully responSible to City for the acts and <br /> omissions of District's subcontractor and of the persons either directly or indirectly <br /> employed by the subcontractor, as District is for the acts and omissions of persons <br /> directly employed by District. Nothing contained in this Agreement will create any <br /> contractual relationship between any subcontractor of District and city. District will be <br /> responsible for payment of subcontractors. District will bind every subcontractor and <br /> every subcontractor of a subcontractor by the terms of this Agreement applicable to <br /> District's work unless specifically noted to the contrary in the subcontract and approved <br /> in writing by City. <br /> AttyJAgr/2006.037 <br /> 072706 2 <br /> . - <br />