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stoppages, or other labor disturbances conducted by, or on behalf of, Consultant's <br /> officers or employees. <br /> Consultant acknowledges the importance to City of City's project schedule and agrees <br /> to use its best professional efforts to meet the schedule. City understands that <br /> Consultant's 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. Comqensation. The total fee payable for the Services to be performed during the <br /> initial term of this Agreement will be Two Hundred Thirty Seven Thousand Nine <br /> Hundred Dollars and No Cents ($237,900.00). No other compensation for the Services <br /> will be allowed except for items covered by subsequent amendments to this Agreement. <br /> City has the authority to withhold a 10% percent retention until City has accepted all of <br /> the services specified in Exhibit"A." <br /> There shall be no additional charge for expenses unless agreed to by City. Payment will <br /> occur only after receipt by City of invoices sufficiently detailed to include hourly rates, <br /> hours worked, and tasks pertormed, unless otherwise agreed to by City. Incremental <br /> payments, if applicable, will be made as outlined in attached Exhibit"A." <br /> The payment made to Consultant pursuant to the Agreement will be the full and <br /> complete compensation to which Consultant is entitled. City will not make any federal <br /> or state tax withholdings on behalf of Consultant or its agents, employees or <br /> subcontractors. City will not be required to pay any workers' compensation insurance or <br /> unemployment contributiqns on behalf of Consultant or its employees or subcontractors. <br /> Consultant agrees to reimburse City within thirty (30) days for any tax, retirement <br /> contribution, social security, overtime payment, unemployment payment or workers' <br /> compensation payment which City makes on behalf of Consultant or any agent, <br /> employee, or subcontractor of Consultant for work done under this Agreement. At the <br /> City's election, City may deduct the reimbursable amount from any balance owing to <br /> Consultant. <br /> 7. Status of Consultant. Consultant will perform the Services as an independent <br /> contractor and not as an employee of City. The persons used by Consultant to provide <br /> services under this Agreement shall not be considered employees of City for any <br /> purposes. <br /> 8. Subcontractinq. Consultant will not subcontract any portion of the Services <br /> without prior written approval of City Manager or his/her designee. If Consultant <br /> subcontracts any of the Services, Consultant will be fully responsible to City for the acts <br /> and omissions of Consultant's subcontractor and of the persons either directly or <br /> indirectly employed by the subcontractor, as Consultant is for the acts and omissions of <br /> persons directly employed by Consultant. Nothing contained in this Agreement will <br /> create any cont�actual relationship befween any subcontractor of Consultant and City. <br /> REV: 12-05-13 VR <br /> Page2of18 <br /> ATTY/AG R.2013.240/Ken nedyJen ks_237900 <br />