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. I occasioned by unusually lengthy governmental reviews of Consultant's 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, Consultant's officers or employees. Consultant acknowledges the importance to Agency of Agency's project schedule and agrees to put forth its best professional efforts to perform the Services under this Agreement in a manner consistent with that schedule. Agency understands, however, that Consultant'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 twenty thousand dollars ($20,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. Agency reserves the right to withhold a ten percent (10%) retention until Agency has accepted the work and/or Services specified in Exhibit "A." Payment will occur only after receipt by Agency of invoices sufficiently detailed to include hours performed, hourly rates, and related activities and costs for approval by Agency. Incremental payments, if applicable, should be made as outlined in attached Exhibit "A." 7. Status of Consultant. Consultant will perform the Services in Consultant's own way as an independent contractor and in pursuit of Consultant's independent calling, and not as an employee of Agency. The persons used by Consultant to provide services under this Agreement will not be considered employees of Agency for any purposes. The payment made to Consultant pursuant to the Agreement will be the full and complete compensation to which Consultant is entitled. Agency will not make any federal or state tax withholdings on behalf of Consultant or its agents, employees or subcontractors. Agency 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 indemnify Agency within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which Agency may be required to make on behalf of Consultant or any agent, employee, or subcontractor of Consultant for work done under this Agreement. At the Agency's election, Agency may deduct the indemnification amount from any balance owing to Consultant. 8. Subcontractinq. Consultant will not subcontract any portion of the Services without prior written approval of Executive Director or his/her designee. If Consultant subcontracts any of the Services, Consultant will be fully responsible to Agency for the Agreement over $10K 2 City Attorney Approved Version 111803