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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 /> 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 /> 5. Time is of the Essence. Time is of the essence for each and every provision of <br /> this Agreement. <br /> 6. Compensation. The total fee payable for the Services to be performed during the <br /> initial term of this Agreement will be Ninety One Thousand Four Hundred Fifty Five and <br /> No Dollars ($91,455.00). No other compensation for the Services will be allowed except <br /> for items covered by subsequent amendments to this Agreement. The City reserves the <br /> right to withhold a ten percent (10%) retention until City has accepted the work and/or <br /> Services specified in Exhibit "A." <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 /> Additional Services. In the event City desires the performance of additional services the <br /> cost of which shall not exceed twenty (20%) percent of the combined total of <br /> compensation and reimbursement costs as set forth in paragraph 2 above not otherwise <br /> included within the services described in Exhibit A, such services shall be authorized by <br /> written task order approved in advance of the performance thereof by City's City <br /> Manager or his delegate. Such task order shall include a description of the services to <br /> be performed thereunder, the maximum compensation and reimbursement of costs and <br /> expenses payable therefore, the time of performance thereof, and such other matters as <br /> the parties deem appropriate for the accomplishment of such services. Except to the <br /> extent modified by a task order, all other terms and conditions of this Agreement shall <br /> be deemed incorporated in each such task order. <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 /> 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 withholdings 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 /> Agreement over$10K 2 <br /> City Attorney Approved Version 111803 <br />