Agmt11 TBWB Public Finance Strategies

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4. Schedule. Consultant will adhere to the schedule set forth in Exhibit "A", provided, that City in its discretion may grant reasonable extensions of time for the performance of such services occasioned by unusually lengthy governmental reviews of ConsultanYs 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, ConsultanYs officers or employees. Consultant acknowledges the importance to City of City's project schedule and agrees to use its best professional efforts to meet the schedule. City understands that ConsultanYs 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 shall not exceed $17,451. No other compensation for the Services will �-�- be allowed except for postage costs (as provided in Exhibit "A") and items covered by subsequent amendments to this Agreement. City has the authority to withhold a 10% percent retention until City has accepted all of the services specified in Exhibit "A." 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 tasks performed, unless otherwise agreed to by City. 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 ent+tled. 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 as an independent contractor and not as an employee of City. The persons used by Consultant to provide services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontractinp. City acknowledges and agrees that Consultant will be using a printing subcontractor and a mailhouse subcontractor for provision of the Services. Consultant will not subcontract any other portion of the Services without prior written approval of City Manager or his/her designee. For any of the Services subcontracted, Consultant will be fully responsible to City for the acts and omissions of ConsultanYs subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Consultant is for the acts and omissions of persons directly employed by Consultant. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Consultant and City. Consultant will be responsible for payment of subcontractors. Consultant will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to ConsultanYs work unless specificaily noted to the contrary in the subcontract and approved in writing by City. ATTY/AGR/2011. 062/BLT TOT CONSULTANT AGREEMENT 080511 2