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<br />that such unavoidable delay will not include strikes, lockouts, work stoppages, or other <br />labor disturbances conducted by, or on behalf of, Consultant's officers or employees. <br /> <br />Consultant acknowledges the importance to City/Agency of City's project schedule and <br />agrees to put forth its best professional efforts to perform the Services under this <br />Agreement in a manner consistent with that schedule. City/Agency understands, <br />however, that Consultant's 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 Eleven Thousand, Three Hundred and No/100 <br />Dollars ($11,300.00). No other compensation for the Services will be allowed except for <br />items covered by subsequent amendments to this Agreement. The City/Agency <br />reserves the right to withhold a ten percent (10%) retention until City/Agency has <br />accepted the work and/or Services specified in Exhibit "A" <br /> <br />Payment will occur only after receipt by City/Agency of invoices sufficiently detailed to <br />include hours performed, hourly rates, and related activities and costs for approval by <br />City/Agency. Incremental payments, if applicable, should be made as outlined in <br />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/Agency. The persons used by Consultant to provide <br />services under this Agreement will not be considered employees of City/Agency for any <br />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/Agency will not make any <br />federal or state tax withholdings on behalf of Consultant or its agents, employees or <br />subcontractors. City/Agency will not be required to pay any workers' compensation <br />insurance or unemployment contributions on behalf of Consultant or its employees or <br />subcontractors. Consultant agrees to indemnify City/Agency within thirty (30) days for <br />any tax, retirement contribution, social security, overtime payment, unemployment <br />payment or workers' compensation payment which City/Agency may be required to <br />make on behalf of Consultant or any agent, employee, or subcontractor of Consultant <br />for work done under this Agreement. At the City's/Agency's election, City/Agency may <br />deduct the indemnification amount from any balance owing to Consultant. <br /> <br />8. SubcontractinQ. Consultant will not subcontract any portion of the Services <br />without prior written approval of City Manager or his/her designee. If Consultant <br />subcontracts any of the Services, Consultant will be fully responsible to City/Agency for <br />the acts and omissions of Consultant's subcontractor and of the persons either directly <br />or indirectly employed by the subcontractor, as Consultant is for the acts and omissions <br /> <br />Agreement over $10K 2 <br />City Attorney Approved Version 111803 <br />