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<br />description and will be negotiated and reflected in the form of a new Agreement for all <br />future years of funding. <br /> <br />4. Schedule. Consultant will generally adhere to the schedule set forth in Exhibit <br />"A" hereof, attached hereto and by this reference incorporated herein; provided, that <br />City will grant reasonable extensions of time for the performance of such services <br />occasioned by unusually lengthy governmental reviews of Consultant's work product or <br />other unavoidable delays occasioned by circumstances; provided, further, that such <br />unavoidable delay will not include strikes, lockouts, work stoppages, or other labor <br />disturbances conducted by, or on behalf of, Consultant's officers or employees. <br /> <br />Consultant acknowledges the importance to City of City's project schedule and agrees <br />to put forth its best professional efforts to perform the Services under this Agreement in <br />a manner consistent with that schedule. City understands, however, that Consultant'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 three hundred thirteen thousand, three hundred and <br />ninety-two dollars ($313,392). No other compensation for the Services will be allowed <br />except for items covered by subsequent amendments to this Agreement. The City <br />reserves the right to withhold a ten percent (10%) retention until City has accepted the <br />work and/or Services specified in Exhibit "A" <br /> <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 /> <br />7. Status of Consultant. Consultant will perform the Services in Consultant's own <br />way as an independent contractor and in pursuit of Consultant's independent calling, <br />and not as an employee of City. The persons used by Consultant to provide services <br />under this Agreement will not be considered employees of City for any purposes. <br /> <br />The payment made to Consultant pursuant to the Agreement will be the full and <br />complete compensation to which Consultant is entitled. City will not make any federal <br />or state tax with holdings on behalf of Consultant 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 Consultant or its employees or subcontractors. <br />Consultant 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 Consultant or <br />any agent, employee, or subcontractor of Consultant for work done under this <br />Agreement. At the City's election, City may deduct the indemnification amount from any <br />balance owing to Consultant. <br /> <br />Agreement over $10K 2 <br />City Attorney Approved Version 111803 <br />