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<br />stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's <br />officers or employees. <br /> <br />Consultant acknowledges the importance to City of City's project schedule and agrees <br />to use its best professional efforts to meet the schedule. City understands that <br />Consultant's 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 />initial term of this Agreement will be $15,000. No other compensation for the Services <br />will be allowed except for items covered by subsequent amendments to this Agreement. <br />City has the authority to withhold a 100/0 percent retention until City has accepted all of <br />the 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, will be made as outlined in attached Exhibit "A." <br /> <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 reimburse City within thirty (30) days for any tax, retirement <br />contribution, social security, overtime payment, unemployment payment or workers' <br />compensation payment which City makes on behalf of Consultant or any agent, <br />employee, or subcontractor of Consultant for work done under this Agreement. At the <br />City's election, City may deduct the reimbursable amount from any balance owing to <br />Consultant. <br /> <br />7. Status of Consultant. Consultant will perform the Services in Consultant's as an <br />independent contractor and not as an employee of City. The persons used by <br />Consultant to provide services under this Agreement shall not be considered employees <br />of City for any purposes. <br /> <br />8. Subcontractina. 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 <br />create any contractual relationship between any subcontractor of Consultant and City. <br />Consultant will be responsible for payment of subcontractors. Consultant will bind every <br />subcontractor and every subcontractor of a subcontractor by the terms of this <br /> <br />Agreement over $1 OK 2 <br />City Attorney Approved Version 012710 <br />