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e <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 /> Consultant acknowledges the importance to Agency of Agency's Project Schedule and <br /> agrees to put forth its best professional efforts to perform its services under this <br /> Agreement in a manner consistent with that schedule. Agency understands, however, <br /> that ConsultanYs performance must be governed 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 fifty-nine thousand, eight hundred fifty dollars <br /> ($59,850). No other compensation for the Services will be allowed except for items <br /> covered by subsequent amendments to this Agreement. The Agency reserves the right <br /> to withhold a ten percent (10%) retention until Agency ha� accepted the work and/or <br /> Services specified in Exhibit "A." Payment will occur onl� after receipt by Agency of <br /> invoices sufficiently detailed to inctude hours performed, hourly rates, and related <br /> activities and costs for approval by Agency. Incremental payments, if applicable, should <br /> be made as outlined in attached Exhibit "B." <br /> 7. Status of Cons::•.;ant. Consultant will perFcrm the ��rvices in Consultant's own <br /> way as an independent contractor and in pursuit of Consultant's independent calling, <br /> and not as an employee of Agency. Consultant will be under control of Agency only as <br /> to the result to be accomplished, but will consult with .4gency as necessary. The <br /> persons used by Consultant to provide services under this Agreement will not be <br /> considered employees of Agency for any purposes. <br /> The payment made to Consultant pursuant to the Agr�ement will be the full and <br /> complete compensation to which Consultant is entitled. Agency will not make any <br /> federal or state tax withholdings on behalf of Consultant or its agents, employees or <br /> subcontractors. 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 Agency within thirty (30) d�ys for any <br /> tax, retirement contribution, social security, overtime payment, unemployment payment <br /> or workers' compensation payment which Agency may be required to make on behalf of <br /> Consultant or any agent, employee, or subcontractor of Consultant for work done under <br /> this Agreement. At the Agency's election, Agency may deduct the indemnification <br /> amount from any balance owing to Consultant. <br /> 8. Subcontractinq. Consultant will not subcontract any portion of the Services <br /> without prior written approval of the Executive Director or his/her designee. If <br /> Consultant subcontracts any of the Services, Consultant will be fully responsible to <br /> Agency for the acts and omissions of ConsultanYs subcontractor and of the persons <br /> either directly or indirectly employed by the subcontractor, as Consultant is for the acts <br /> and omissions of persons directly employed by Consultant. Nothing contained in this <br /> RDA Agreement over$10K 2 <br /> City Attorney Approved Version 090103 <br />