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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 />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 Thirty Nine Thousand Five Hundred and No/100 <br />Dollars ($39,500.00). No other compensation for the Services will be allowed except for <br />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." Payment will occur only after receipt by City of <br />invoices sufficiently detailed to include hours performed, hourly rates, and related <br />activities and costs for approval by City. Incremental payments, if applicable, should be <br />made as outlined in attached Exhibit "A." <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 />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 />8. Subcontracting. 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 for the acts <br />and omissions of Consultant's subcontractor and of the persons either directly or <br />indirectly employed by the subcontractor, as Consultant is for the acts and omissions of <br />persons directly employed by Consultant. Nothing contained in this Agreement will <br />L:\Restored Library\AGREEMENTS\CONSULTANT\MACLEOD_022007_39500 PAGE 2 OF 10 <br />