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�'��-4 <br /> services occasioned by unusually lengthy govemmental reviews of ConsultanYs work <br /> product or other unavoidable delays occasioned by circumstances; provided, further, <br /> that such unavoidable delay will not include strikes, lockouts, work stoppages, or other <br /> labor disturbances conducted by or on behalf of, Consultant's officers or empioyees. <br /> Consultant acknowledges the im�ortance to City/Agency of City,'Agency's project <br /> schedule and agrees to put forth its best professional efforts to pertorm the Services <br /> under this Agreement in a manner consistent with that schedule. City/Agency <br /> understands, however, that ConsultanYs performance must be govemed by sound <br /> practices. <br /> 5. Time is of the Essence. Time is of the essence for each and every provision of <br /> this Agreement. <br /> 6. Com�ensation• Ex�enses• Pavment. ConsuitanYs compensation and payments <br /> shall be in accordance with Exhibit "B," Fees and Compensation Schedule. <br /> 7. Status of Consultant. Consultant will perform the Services in ConsultanYs own <br /> way as an independent contractor and in pursuit of ConsultanYs independent calling, <br /> and not as an employee of City/Agency. The persons used by Consultant to provide <br /> services under this Agreement will not be considered employees of City/Agency for any <br /> purposes. <br /> The payment made to Consultant pursuant to the Agreement will be the full and <br /> complete compensation to which Consuitant is entitied. Ciry/Agency will not make any <br /> federal or state tax withholdings on behalf of Consultant or its agents, employees or <br /> subcontractors. City/Agency will not be required to pay any workers' compensation <br /> insurance or unemployment contributions on behalf of Consultant or its employees or <br /> subcontractors. Consultant agrees to indemnify City/Agency within thirty (30) days for <br /> any tax, retirement contribution, social security, overtime payment, unemployment <br /> payment or workers' compensation payment which City/Agency may be required to <br /> make on behalf of Consultant or any agent, employee, or subcontractor of Consultant <br /> for work done under this Agreement. At the City/Agency's election, City/Agency may <br /> deduct the indemnification amount from any balance owing to Consultant. <br /> 8. Subcontractina. Except far those subconsultants listed in Exhibit A, Consultant <br /> will not subcontract any portion of the Services without prior written approval of <br /> Executive Director or his/her designee. If Consultant subcontracts any of the Services, <br /> Consultant will be fu�ly responsible to City/Agency for the acts and omissions of <br /> ConsultanYs subcontractor and of the persons either directly or indirectly employed by <br /> the subcontractor, as Consultant is for the acts and omissions of persons directly <br /> employed by Consultant. Nothing contained in this Agreement will create any <br /> contractual relationship between any subcontractor of Consultant and City/Agency. <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 /> FTB Master Agr p <br /> 04D104 <br />