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6.1 D <br /> Page 4 <br /> occasioned by unusually lengthy governmenta! re�iews 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, Consulfiant's officers or employees. <br /> Consultan� 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 #he Essence. Time �s of #he essence �or each and every pro�ision of <br /> this Agreement. <br /> 6. Compensation. The total fee payable for fihe Services to be performed during the <br /> initial term of this Agreement will be One hundred thirly nine thousand four hundred and <br /> 40/100 Dollars ($139,400.�0}. No other compensation for the Services wil! be allowed <br /> except for items co�ered by subsequenfi amendments to this Agreement. The City <br /> reserves the right to withhald a ten per�ent {10%} retention until City has accepted #he <br /> work and/or Sen►ices specifed in Exhibit"A." <br /> Paymen# wi!! occur only after receipt by City of invoices sufficiently detailed to include <br /> hours performed, hourly rates, and related activifiies and costs for appro�al by City. <br /> {ncremental payments, if applicable, should be made as outlined in attached Exhibit "A." <br /> 7. Sfia#us of Consultant. Consultant will perform the Services in Consultan#'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 #o the Agreement will be the #uil and <br /> complete compensation to which Consultant is entitled. City wil! not make any federal <br /> or state tax withholdings on behalf of Consu(tant or its agents, employees or <br /> subcontractors. City will not be required to pay any workers' compensafiion insurance or <br /> unemployment contributions on behalf of Consultant or its employees or subcontractors. <br /> Consultant agrees to indemnify City within fihirty (34) days for any tax, retirement <br /> contribution, social security, overtime payment, unemployment payment or workers' <br /> compensation payment uvhich City may be required to make on behalf of Consultant or <br /> any agent, empfoyee, or subcontractor o# Consultant for work done under this <br /> Agreement. At the City's election, City may deduc�the indemnification amount from any <br /> balance owing to Consultant. <br /> 8. Subcontractinq. Consultant wi(I not subcontract any portion of the Services <br /> witho�t prior written appro�al of City Manager or his/her designee. If Consultant <br /> subcantracts any of the Senrices, Consultant will be fully responsible to City for the acts <br /> and omissions of Consuffiant'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 /> ATTY/AGR/2009.027 2 <br /> 0608U9 <br />