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<br />occasioned by circumstances; provided, further, that such unavoidable delay will not include <br />strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, <br />Consultant's officers or employees. <br /> <br />Consultant acknowledges the importance to City of City's project schedule and agrees to put <br />forth its best professional efforts to perform the Services under this Agreement in a manner <br />consistent with that schedule. City understands, however, that Consultant's performance must <br />be governed by sound practices. <br /> <br />5. Time is of the Essence. Time is of the essence for each and every provision of this <br />Agreement; however, Consultant shall not be responsible for delays beyond its reasonable <br />control. <br /> <br />6. Compensation. The total fee payable for the Services to be performed during the initial <br />term of this Agreement will be Eight Hundred Ninety Two Thousand Four Hundred Ninety Four <br />and No/Dollars ($892,494.00). No other compensation for the Services will be allowed except <br />for items covered by subsequent amendments to this Agreement. <br /> <br />Payment will occur only after receipt by City of invoices sufficiently detailed to include hours <br />performed, hourly rates, and related activities and costs for approval by City. Incremental <br />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 way as <br />an independent contractor and in pursuit of Consultant's independent calling, and not as an <br />employee of City. The persons used by Consultant to provide services under this Agreement <br />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 complete <br />compensation to which Consultant is entitled. City will not make any federal or state tax <br />withholdings on behalf of Consultant or its agents, employees or subcontractors. City will not be <br />required to pay any workers' compensation insurance or unemployment contributions on behalf <br />of Consultant or its employees or subcontractors. Consultant agrees to indemnify City within <br />thirty (30) days for any tax, retirement contribution, social security, overtime payment, <br />unemployment payment or workers' compensation payment which City may be required to <br />make on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work <br />done under this Agreement. At the City's election, City may deduct the indemnification amount <br />from any balance owing to Consultant. <br /> <br />8. Subcontractina. Consultant will not subcontract any portion of the Services without prior <br />written approval of City Manager or his/her designee. If Consultant subcontracts any of the <br />Services, Consultant will be fully responsible to City for the acts and omissions of Consultant's <br />subcontractor and of the persons either directly or indirectly employed by the subcontractor, as <br />Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing <br />contained in this Agreement will create any contractual relationship between any subcontractor <br />of Consultant and City. Consultant will be responsible for payment of subcontractors. <br />Consultant will bind every subcontractor and every subcontractor of a subcontractor by the <br />terms of this Agreement applicable to Consultant's work unless specifically noted to the contrary <br />in the subcontract and approved in writing by City. <br /> <br />Agreement over $10K <br />City Attorney Approved Version 101003 <br /> <br />2 <br />