Agmt14 Bureau Veritas North America Inc.

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4. ch ,d�e. Cansuitant wifl adhere to the schedule se# fa�th in Exhibit "A", provided, that City in its discretion may grant reasonabie extensions of �me for the performance of such services occasioned by unusually lengthy govemmental reviews of Consultant's work p�oduct or other unavoidable de�ays occasion�i by circums#ances; provided, further, that such unavoidabfe delay wili not inelude s#rikes, lockouts, work stoppages, or other labor disturbances c�nducted by, or on behaif af, Consultant's off'icers or employees. Consultant acknawiedges the importance to City of City's project schedule a�d agrees to use it� best professionai efforts to meet the schedule. City understands that Consuitant's perFarmance must be govemed by saund practices. 5. Time is of the Essence. Time is of the esse�ce for each and every provision af this Agreement. 6, Com�ensation. The tatal fee payable fior the Services to be performed during the initial term of tF�is Agreement shall not exceed Three Hundred Thousand and No/10Q �oifars {$30Q,000.00) and shall be billed on a time and materiai basis. No other compensation for the Senrices will be aliowe+d except for items cave�ed by subsequent amendments to this Agreement, City has the au#hority to withhold a10% percent retention until Ci#y has accepted all of the services specified in Exhibit"A." There shall be no additianal charge for expenses unless�greed to by City. Payment will occur only �fter receipt by City of invoices sufficiently detailed to inciude houriy rates, hours worked, and tasks performed, unless o#herwise agreed to by City. Incremental payments, if�ppticable,will be made as outlined in attached F�chibit"A." The payment made to Cansultant pursuant to the Agresment wilt be the fup and complete campens�tion to which Cansul#ant is entitied. City will not make any federai or state tax withholdings on behatf of Consultan# or its agents, employees or subcontractors. City w'rll not be required to pay any workers'campensatian insuwance or unempioyment c:ontributions on behaif of Gonsultant or its employees or subcontractars. Consuitant 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 Consuitant for wark done under this Agreement, At the City's election, City may deduct the neimbursable amount from any balance owing to Consuitant. 7. Status of Consuitant, Consultant will perfonrn 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 nat be considered empioyees of City for any purposes. 8. Subcontracting. Consultant will not subcontract any portion of the Services withaut prior writken approvaf of Cify Manager or his/her designee. if Consultant REV:�z-a��-z3vR Page 2 of 13 ATTY/AGR.2013.246/Bureau Veritas North America, inc.