Agmt06 RWC School Dist (ASES Gr - Laserfiche WebLink

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District 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 District's performance must be governed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. The total fee payable for the Services to be performed by the District during the initial term of this Agreement will be $205,194. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 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. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A" 7. Status of District. District will perform the Services in District's own way as an independent contractor and in pursuit of District's independent calling, and not as an employee of City. The persons used by District to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to District pursuant to the Agreement will be the full and complete compensation to which District is entitled. City will not make any federal or state tax with holdings on behalf of District or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of District or its employees or subcontractors. District agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of District or any agent, employee, or subcontractor of District for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to District. 8. SubcontractinQ. District will not subcontract any portion of the Services without prior written approval of City Manager or his/her designee. If District subcontracts any of the Services, District will be fully responsible to City for the acts and omissions of District's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as District is for the acts and omissions of persons directly employed by District. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of District and City. District will be responsible for payment of subcontractors. District will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to District's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 2