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. _ .._---- -_a ■ .. ■ � r ■ ■ 1� <br /> \� � �� <br /> unavoidable delay will not include strikes, lockouts, work stoppages, or other labor <br /> �-- disturbances conducted by, or on behalf of, ConsultanYs officers or employees. <br /> 5. Time is of the Essence. Time is of the essence for each and every provision of <br /> this Agreem�nt; Consultant acknowledges the importance to City of City's project <br /> schedule and egrees to put forth its best profes.;ional efforts to perform the Services <br /> under this Agreement in a manner consistent with that schedule. City understands, <br /> however, that ConsultanYs performance must be governed by sound practices. <br /> 6. Comoensation. The total fee payable for the Services to be performed during the <br /> initial term of this Agreement sha�l not exceed One Million Two Hundred Eighteen <br /> Thousand Three Hundred Fifty Two and No/100 Doilars ($1,218,352.00). No other <br /> compensation for the Services will be allowed except for items covered by subsequent <br /> amendments to this Agreement. _The City reserves the right to withhoid a ten percent <br /> (10%) retention, per design phase, until City has accepted the worfc and/or Services <br /> specified in Exhibit "A-E." <br /> Payment will occur only after receipt by City of invoices sufficiently detailed to include <br /> hours performed, houriy rates, and related activities for "Time and Materials" services, <br /> reimbursable items, and costs approved by City. Incremental payments, if appiicable, <br /> should be made as outlined in attached Exhibits "A-E." <br /> 7. Status of Consultant. Consultant will pertorm 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. The persons used by Consultant to provide services <br /> under this Agreement will not be considered employees of City for any purposes. <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 /> Consuitant agrees to indemnify City within thirty (30) days for any tax, retirement <br /> contribution, social security, overtime payment, unemployment payment or workers' <br /> compensation payment which City may be required to make on behalf of Consultant or <br /> any agent, employee, or subcontractor of Consultant for work done under this <br /> Agreement. At the City's election, City may deduct the indemnification amount from any <br /> balance owing to Consultant. <br /> 8. Subcontr <br /> . <br /> actinq. Consultant will not subcontract an ortion of the <br /> Y p Seroices <br /> without prior written approval of Cit Mana er or his/her <br /> Y 9 designee. If Consultant <br /> subcontracts any of the Services, Consultant will be fully responsible to City for the acts <br /> and omissions of ConsultanYs 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 /> �. Atty/Agr/Agr.182 <br /> 042004 2 <br />