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<br />~ <br /> <br />delays occasioned by circumstances; provided, further, that such unavoidable delay will not <br />include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf <br />of, Contractor's officers or employees. <br /> <br />Contractor 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 Contractor'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. <br /> <br />6. Compensation. The total fee payable for the Services to be performed during the initial <br />term of this Agreement shall not exceed One Hundred Forty-Two Thousand Eight Hundred Fifty <br />and No/100 dollars ($142,850.00). No other compensation for the Services will be allowed <br />except for 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 Services <br />specified in Exhibit "A" <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 as outlined in <br />attached Exhibit "8." <br /> <br />7. Status of Contractor. Contractor will perform the Services in Contractor's own way as an <br />independent contractor and in pursuit of Contractor's independent calling, and not as an <br />employee of City. The persons used by Contractor to provide services under this Agreement will <br />not be considered employees of City for any purposes. <br /> <br />The payment made to Contractor pursuant to the Agreement will be the full and complete <br />compensation to which Contractor is entitled. City will not make any federal or state tax <br />withholdings on behalf of Contractor 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 Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty <br />(30) days for any tax, retirement contribution, social security, overtime payment, unemployment <br />payment or workers' compensation payment which City may be required to make on behalf of <br />Contractor or any agent, employee, or subcontractor of Contractor for work done under this <br />Agreement. At the City's election, City may deduct the indemnification amount from any balance <br />owing to Contractor. <br /> <br />8. Subcontractinq. Contractor will not subcontract any portion of the Services without prior <br />written approval of City Manager or his/her designee. If Contractor subcontracts any of the <br />Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's <br />subcontractor and of the persons either directly or indirectly employed by the subcontractor, as <br />Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing <br />contained in this Agreement will create any contractual relationship between any subcontractor of <br />Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor <br />will bind every subcontractor and every subcontractor of a subcontractor by the terms of this <br />Agreement applicable to Contractor's work unless specifically noted to the contrary in the <br />subcontract and approved in writing by City. <br />ATTY/AGR/2008.046 2 <br />062708 <br />