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performance of such services occasioned by unusually lengthy governmental reviews of Consultant's work product or other unavoidable delays occasioned by circumstances; provided, further, that such unavoidable delay will not include strikes, lockouts, work stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's officers or employees. Consultant acknowledges the importance to Agency of Agency's project schedule and agrees to use its best professional efforts to meet the schedule. Agency understands that Consultant's performance must be governed by sound practices. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. The total fee payable for the Services to be performed during the initial term of this Agreement will be in an amount not to exceed $9,500. Although the consultant will collect soil samplings, no soils analysis (Invoice Task No. 11) will be conducted unless the Agency provides written notification to the Consultant. No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Agency has the authority to withhold a 10% percent retention until Agency has accepted all of the services specified in Exhibit "A." There shall be no additional charge for expenses unless agreed to by Agency. Payment will occur only after receipt by Agency of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise agreed to by Agency. Incremental payments, if applicable, will be made as outlined in attached Exhibit "A." The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. Agency will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. Agency will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Consultant or its employees or subcontractors. Consultant agrees to reimburse Agency within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which Agency makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the Agency's election, Agency may deduct the reimbursable amount from any balance owing to Consultant. 7. Status of Consultant. Consultant will perform the Services in Consultant's as an independent contractor and not as an employee of Agency. The persons used by Consultant to provide services under this Agreement shall not be considered employees of Agency for any purposes. 8. Subcontracting. Consultant will not subcontract any portion of the Services without prior written approval of Executive Director or his /her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to Agency for the ATTY /AG R/2010.110 092210 2