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<br />-. <br /> <br />,,-- <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 d~lays o?ca~ioned Jl~ circumstances; provided, further, that such <br />unaVOidable delay Will not InclUde stnl<es, lockouts, work stoppages, or other labor <br />disturbances conducted by, or~n behalf of, Consultant's officers or employees. <br /> <br />',l!. <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. Hold Harmless. City agrees to indemnify, defend and hold harmless CONSULTANT, <br />its Directors and employees against any and all demands, claims, or liability of any <br />nature including death or injury to any person, property damage or any other loss, <br />related to this contract caused by or arising out of actions by the CITY, its Council <br />members, officers, employees and agents. <br /> <br />6. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br /> <br />7. Compensation. The total fee payable for the Services to be performed during the <br />initial term of this Agreement will' be one hundred and ten thousand dollars <br />($110,000.00). No other compensation for the Services will be allowed except for items <br />covered by subsequent amendments to this Agreement. The City reserves the right to <br />withhold a ten percent (10%) retention until City has accepted the work and/or Services <br />specified in Exhibit "A." Payment will occur only after receipt by City of invoices <br />sufficiently detailed to include hours performed, hourly rates, and related activities and <br />costs for approval by City. Incremental payments, if applicable, should be made as <br />outlined in attached Exhibit "A." <br /> <br />8. 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 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 />compensation payment which City may be required to make on behalf of Consultant or <br />Atty/Agr/2006.083 <br />112706 <br /> <br />2 <br />