Agmt12 Architectural Precision Models

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stoppages, or other labor disturbances conducted by, or on behalf of, Contractor's officers or employees. Contractor 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 Contractor's 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 will be THIRTY-FIVE THOUSAND DOLLARS ($35,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City has the authority to withhold a10% 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 in writing by City. Payment will occur only after receipt by City of invoices sufficiently detailed to include hourly rates, hours worked, and 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 Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor 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 Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the reimbursable amount from any balance owing to Contractor. 7. Status of Contractor. Contractor will perform the Services as an independent contractor and not as an employee of City. The persons used by Contractor to provide services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontractinq. Contractor will not subcontract any portion of the Services without Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by ATTY/AGR/2012.157/ARCHITECTURAL PRECISION MODELS REV:09-24-12 VR Page 2 of 11