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6.1 B <br /> Page 4 <br /> una�oidable delay will not include strikes, lockouts, work stoppages, vr other labor <br /> disturbances conduc#ed by, or on behalf of, Consultant's officers or employees. <br /> Consultant acknowiedges the imparkance to City vf 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 wifh fhat schedule. City understands, however, that Gonsultant's <br /> performance must be governed by sound practices. <br /> 5. Time is of the Essence. Time is of the essence for each and e�ery provision of <br /> th�s Agreement. <br /> 6. Compensation. The total fee payable fvr the Services to be performed during the <br /> rnitiai term of �his Agreement will be C"1ne hundred five thousand three hundred sixty <br /> seven and �0/10� Dollars �$105,367.0�}. No other compensation for the Ser�ices will <br /> be allowed except for items covered by subsequent amendments to this Agreement. <br /> The City reserves fihe right to wi�hhold a ten percent (1�%} retention unti[ City has <br /> accep#ed the work andlor Services specified in �xhibit "A." <br /> Payrr�ent will occur vnly after rec�ipt by City of invo�Ges suffici�ntly detailed to include <br /> hours performed, hourly rates, and related acfi�ities and costs for approva[ by City. <br /> Incremental payments, if applicab(e, should be made as outlined in a#tached Exhibit "A." <br /> 7. Status of Consulfianfi. Consul#ant will perform the Serv�ces in Consultanf's own <br /> way as an independenfi contracfior ar�d in pursuit of Consu�tant`s independent cailing, <br /> and not as an employee of City. The persons used by Cvnsultant to p�o�ide services <br /> under this Agreement will nvt be considered empfoyees of City for any purposes. <br /> The payment made to Consultan# pursuan# to the Agreem�nt will be the full and <br /> complete compensa�ion to which Cansultant is entitled. City will not make any federal <br /> ar state tax withholdings on behalf of Consultant or its agents, employees or <br /> subcontracfiors. City wiil not be cequired to pay any workers' compensation insurance or <br /> unemployment contributions on behaif of Consultant or ifis employees or subcontractors. <br /> Consultant agrees to indemnify City wi#hin thirty (3�} days for any tax, retirement <br /> contribution, social security, ove�time payment, unemployment payment or workers' <br /> compensation payment which City may be required to make on behalf of Consultant or <br /> any agent, empioyee, or subcontractor of Consultant for work done under this <br /> Agreement. At the City's election, City may deduct the indemnif cation amount from any <br /> balance vwing to Consultant. <br /> S. Subcontractinq. Consultant wili not subcon#ract any portian of the Services <br /> without prior wri�ten approvai of City Manager or his/her designee. 1f Consultant <br /> subcontracts any of the Services, Consultant will be fully responsible to City for the acts <br /> and omissions ot Consu�tant's subcontrac�or and of the persons either directly or <br /> indirectly emplvyed by the subcontractor, as Consuitant is for the acts and omissions of <br /> persons directly ernpioyed by Consultant. No�hing conta�ned in this Agreement wil! <br /> crea�e any contractuai relationship between any subcontrac�or of Consultant and City. <br /> Consultant will be responsibl�fo�- payment of subcontractors. Consul�ant wifl bind every <br /> ATTYIAGRI2009.03fi � <br /> 073409 <br />