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<br />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 /> <br />Consultant acknowledges the importance to City of City's project schedule and agrees to <br />put forth its best professional efforts to perform the Services under this Agreement in a <br />manner consistent with that schedule. City understands, however, that Consultant's <br />performance must be governed by sound practices. <br /> <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br /> <br />6. Compensation. The total fee payable for the Services to be performed during the <br />term of this Agreement will be a not to exceed amount of Eighty-Nine Thousand Four <br />Hundred Nineteen and 00/100 dollars ($89,419.00). No other compensation for the <br />Services will be allowed except for items covered by subsequent amendments to this <br />Agreement. The City reserves the right to withhold a ten percent (10%) retention until City <br />has accepted the work and/or Services specified in Exhibit "A." <br /> <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 "B." <br /> <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, and <br />not as an employee of City. The persons used by Consultant to provide services under <br />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 complete <br />compensation to which Consultant is entitled. City will not make any federal or state tax <br />withholdings on behalf of Consultant or its agents, employees or subcontractors. City will <br />not be required to pay any workers' compensation insurance or unemployment <br />contributions on behalf of Consultant or its employees or subcontractors. Consultant <br />agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social <br />security, overtime payment, unemployment payment or workers' compensation payment <br />which City may be required to make on behalf of Consultant or any agent, employee, or <br />subcontractor of Consultant for work done under this Agreement. At the City's election, <br />City may deduct the indemnification amount from any balance owing to Consultant. <br /> <br />8. SubcontractinQ. 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 create <br />any contractual relationship between any subcontractor of Consultant and City. <br /> <br />ATTY/AGR/2008.112 <br />112108 <br />