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ARTICLE 4- SCHEDULE, TERMINATION AND MISCELLANEOUS <br />PROVISIONS <br />4.1.Schedule for Completion. Time is of the essence and the work described in Exhibit <br />"B" shall be completed consistent with the schedule included as Exhibit "D", attached hereto <br />and incorporated herein by this reference. City and Consultant recognize that delays could <br />occur for reasons outside the control of consultant. If this situation occurs, an extension of due <br />date may be permitted by City. <br />4.2. Fee. In consideration for its performance of the Services, City shall pay to <br />Consultant an amount not to exceed $172,595 in accordance with the provisions of Exhibit "E", <br />attached hereto and incorporated herein by this reference. Payment to Consultant shall be <br />made upon receipt of an itemized invoice describing and outlining the items for which payment <br />is requested. Invoices shall document the status of the Services associated with the fees billed. <br />All billings are due and payable within 30 days of the date they are mailed. <br />4.3. Termination. City may terminate this Agreement at any time, without cause, by <br />prior written notice to Consultant. Upon such termination, Consultant shall deliver to City all <br />documents, reports, materials and work of any nature pertaining to this Agreement and in the <br />possession or under its control. In such an event, Consultant shall be paid for the work <br />performed under this Agreement to the date of termination costs which would be strictly time <br />and reimbursable expenses. Payment of work completed under contract to date of termination <br />shall be made based on time and reimbursable billings as of the project termination. The total <br />amount of this Agreement is as set forth in Paragraph 4.2. <br />4.4. Indemnification. Consultant shall defend, indemnify and hold harmless the City <br />and its elected officials, officers and employees from and against any and all liability arising out <br />of, or resulting from, the intentional wrongful costs or the negligent acts and omissions of <br />Consultant, and its employees and its agents in connection with the performance of this <br />Agreement. <br />4.5. Independent Contractor. This Agreement is for professional services and does <br />not make the employees of Consultant employees of City for the purpose of payroll deductions, <br />unemployment insurance, or any other benefits. Consultant shall at all times retain the status <br />of an independent contractor. <br />4.6. Nondiscrimination. During the performance of this Agreement,. Consultant <br />agrees that Consultant shall not discriminate on the grounds of race, color, national origin, sex, <br />sexual orientation or disability, including the medical condition of Acquired Immune Deficiency <br />Syndrome (AIDS) or any condition related thereto in the selection and retention of employees <br />and sub -consultant and the procurement of materials and equipment. <br />4.7. Ownership of Documents. The reports, drawings, maps and other contract <br />documents prepared under this agreement by the Consultant shall be and remain the property <br />of City upon compensation of Consultant for its services herein described. <br />3 <br />