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5� i S- <br /> 3 <br /> District acknowledges the importance to City of City's project schedule and agrees to <br /> put forth its best professional efforts to perform the Services under this Agreement in a <br /> manner consistent with that schedule. City understands, however, that District's <br /> performance must be govemed by sound practices. <br /> 5. Time is of the Essence. Time is of the essence for each and every provision of <br /> this Agreement. <br /> 6. Compensation. The total fee payable for the Services to be performed during the <br /> initial term of this Agreement will be One Hundred Thirty-one Thousand Four Hundred <br /> Seventy-seven Dollars ($131,477). No other compensation for the Services will be <br /> allowed except for items covered by subsequent amendments to this Agreement. <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, should be made as outlined in attached Exhibit "A." <br /> 7. Status of District. District will perform the Services in District's own way as an <br /> independent contractor and in pursuit of District's independent calling, and not as an <br /> employee of City. The persons used by District to provide services under this <br /> Agreement will not be considered employees of City for any purposes. <br /> The payment made to District pursuant to the Agreement will be the full and complete <br /> compensation to which District is entitled. City will not make any federal or state tax <br /> withholdings on behalf of District or its agents, employees or subcontractors. City will <br /> not be required to pay any workers' compensation insurance or unemployment <br /> contributions on behalf of District or its employees or subcontractors. District agrees to <br /> indemnify City within thirty (30) days for any tax, retirement contribution, social security, <br /> overtime payment, unemployment payment or workers' compensation payment which <br /> City may be required to make on behalf of District or any agent, employee, or <br /> subcontractor of District for work done under this Agreement. At the City's election, City <br /> may deduct the indemnification amount from any balance owing to District. <br /> 8. SubcontractinQ. District will not subcontract any portion of the Services without <br /> prior written approval of City Manager or his/her designee. If District subcontracts any <br /> of the Services, District will be fully responsible to City for the acts and omissions of <br /> District's subcontractor and of the persons either directly or indirectly employed by the <br /> subcontractor, as District is for the acts and omissions of persons directly employed by <br /> District. Nothing contained in this Agreement will create any contractual relationship <br /> between any subcontractor of District and City. District will be responsible for payment <br /> of subcontractors. District will bind every subcontractor and every subcontractor of a <br /> subcontractor by the terms of this Agreement applicable to District's work unless <br /> specifically noted to the contrary in the subcontract and approved in writing by City. <br /> Atty/Agr/Agr235 <br /> 110904 2 <br />