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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. However, Consultant will not be responsible for delays beyond its <br /> reasonable control. <br /> 6. Compensation. The total fee payable for the Services to be performed during the <br /> initial term of this Agreement will be fifty-five thousand ninety dollars ($55,090.00). No <br /> other compensation for the Services will be allowed except for items covered by <br /> subsequent amendments to this Agreement. The City reserves the right to withhold a <br /> ten percent (10%) retention until City has accepted the work and/or Services specified <br /> in Exhibit "A." <br /> Payment will occur only after receipt by City of invoices sufficiently detailed to include <br /> hours performed, hourly rates, and related activities and costs for approval by City. <br /> Incremental payments, if applicable, should be 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 /> Agreement over$10K 2 <br /> City Attorney Approved Version 111803 <br />