Agmt11 The Professional Tree Care Company, A Division of Arboricultural Specialists, Inc.

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4. Schedule. Consultant will generally adhere to the schedule set forth in Exhibit "A" hereof, attached hereto and by this reference incorporated herein; provided, that City will grant reasonable extensions of time for the 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 City of City's project schedule and agrees to put forth its best professional efforts to perform the Services under this Agreement in a manner consistent with that schedule. City understands, however, 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 Two Hundred Thousand and 00/100 Dollars ($200,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City has the authority to withhold a10% percent retention until City has accepted all of the services specified in Exhibits "A" and "B." There shall be no additional charge for expenses unless agreed to by City. Payment will occur only after receipt by City of invoices sufficiently detailed to include hourly rates, hours worked, and tasks performed, unless otherwise agreed to by City. Incremental payments, if applicable, will be made as outlined in attached Exhibits "A" and "B." The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. City will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. City 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 City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City makes on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Consultant. 7. Status of Consultant. Consultant will perform the Services in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of City. The persons used by 2 012011 C: \Documents and Settings \mgibbons \Local Settings \Temporary Internet Files \OLK10E\2011 004 Tree Maintenance Project (2).doc