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stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers <br />or employees. <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br />6. Compensation. In exchange for the completion of all the work and services <br />described herein, including all costs or expenses incurred by Consultant, Consultant will <br />have access to confidential sales and transactions and use tax records during the term <br />of the Agreement. Consultant shall not retain the information contained in, or derived <br />from, such sales or transactions and use tax records after this Agreement has expired, <br />except for those retention requirements set forth in the Original Sales Tax Audit and <br />Analysis Agreement dated July 15, 2015, attached as Exhibit "B". Consultant agrees that <br />it will not receive any monetary compensation under this Agreement. <br />6.1. The payment made to Consultant pursuant to the Agreement will be the full <br />and complete compensation to which Consultant is entitled. City will not make any federal <br />or state tax withholdings on behalf of Consultant or its officers, agents, employees, <br />consultants, or subcontractors (collectively, "Consultant Personnel"). City will not be <br />required to pay any workers' compensation insurance or unemployment contributions on <br />behalf of Consultant or any Consultant Personnel. Consultant agrees to reimburse City <br />within thirty (30) days for any tax, retirement contribution, social security, overtime <br />payment, unemployment payment or workers' compensation payment, which City makes <br />on behalf of Consultant or any Consultant Personnel for work done under this Agreement. <br />At the City's election, City may deduct the reimbursable amount from any balance owing <br />to Consultant. <br />7. Status of Consultant. Consultant will perform the Services as an independent <br />contractor and not as an employee of City. The persons used by Consultant to provide <br />services under this Agreement will not be considered employees of City for any purposes. <br />8. Labor Code Prevailing Wage. To the extent required by law, Consultant will <br />comply with the requirements of the California Labor Code including but not limited to <br />hours of labor, nondiscrimination, payroll records, apprentices, workers' compensation <br />and prevailing wages. When prevailing wage rules are applicable, the following provisions <br />apply: <br />8.1. No less than the general prevailing rate of per diem wages for holidays and <br />overtime work, for each craft, classification or type of worker needed to execute <br />the Services under this Agreement will be paid to all workers, laborers and <br />mechanics employed in the execution of the Services by the Consultant or any <br />subcontractor doing or contracting to do any part of the Services. <br />8.2. The appropriate determination of the Director of the California Department <br />of Industrial Relations will be filed with and available for inspection at City offices. <br />REV: 11-23-2020 EI <br />ATTY/AGR.2020.268/MuniServices LLC (Page 2 of 35) <br />