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4. LlOUIDATED DAMAGES AND OTHER REMEDIES FOR DELAY. In the event the Services are not completed within One Hundred Eighty-Seven (187) calendar days from the issuance of a Notice to Proceed from the City Manager or his designee, and in the absence of any extensions granted by City, then the Contractor shall be required to pay a liquidated damage penalty of Four Hundred Dollars ($400.00) for each calendar day beyond the 187 days completion period, continuing to the time at which the Services are complete. Such amount is the actual cash value agreed upon as the loss to City resulting from Contractor's delay. Additionally, the City shall also be entitled to withhold 50% of the total Compensation to be paid to Contractor until final completion and acceptance of the Services. 5. COMPENSATION. The Contractor agrees to provide the Services in a total amount not to exceed Three Hundred Thirty-Four Thousand Six Hundred Twenty-Three Dollars ($334,623.00) ("Compensation"). The City is not required to reimburse the Contractor for any services beyond the agreed upon Compensation unless the services are authorized by amendment and approved as required by the City's purchasing procedures. Payment to Contractor for all charges and tasks under this Agreement shall be in accordance with this Agreement and a schedule of charges reflected in Attachment "A". The Contractor shall make no other charges to the City for supplies, labor, taxes, licenses, permits, overhead or any other expenses or costs unless any such expense or cost is incurred by Contractor with the prior written approval of the City Manager or his designee. If the City disputes any charges on thc invoices, it may make payment of the uncontested amounts and withhold payment on the contested amounts until they are resolved by agreement with Contractor. 6. INDEPENDENT CONTRACTOR RELATIONSHIP The Contractor is an independent contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any action of the parties shall be construed to constitute or to render the Contractor an employee, partner, agent, shareholder, officcr or in any other capacity other than as an independent contractor other than those obligations which have been or shall have been undertaken by the City Contractor shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City shall not be responsible for any expense incurred by the Contractor. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Contractor, other than those set forth in this agreement. Contractor shall furnish its own transportation, office and other supplies as it detennines necessary in carrying out its duties under this agreement. 7. INSURANCE. Contractor shall, at its sole cost and expense, during the period of any work being perfornled under this Agreement, procure and maintain the following minimum insurance coverages to protect the City and Contractor against all loss, claims, damage and liabilities caused by Contractor, its agents, contractors or employees, as more particularly set forth below: (a) General liability insurance with limits of Two Million Dollars ($2,000,000) combined single limit occurrence. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive (' j' r-, ~.) 1 r-< ,~ CII12.00SUSA SHADE & FABRIC STRUCTURE, INC. Page20fll