ResolutionPFAgmt2020_ChamberofCommerce

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agreement shall in no.event exceed the total amount shown on the budget in 'Exhibit C' of this agreement. 4.6. Payment for °Extra Work' performed under Section 12 of this Agreement shall be as agreed to by the parties in writing. 5, MAXIMUM COMPENSATION. 5.1. The CONSULTANT's total compensation and reimbursement under this Agreement,= including labor, direct non -salary reimbursable costs and outside services, shall not exceed the maximum sum of $346,680.00 in 2019 and $338,885 in 2020. This amount is -the maximum amount to be paid each year under this Agreement and shall not be exceeded without prior written authorization from CITY in the form of a negotiated and executed amendment of this Agreement. 5.2. The budget for each task is as set forth in the attached Exhibit C. Budgets for task(s) may be modified upon mutual agreement between the two parties, but in any event, the total payment to CONSULTANT shall not exceed the maximum amount per Section 5.1 above. 6. RELATIONSHIP OF PARTIES. 6.1. The relationship created by this Agreement is that of owner -independent contractor, A Neither the CONSULTANT nor CONSULTANT's employees are employees of the CITY and are not entitled to the benefits provided by the CITY to its employees. The CONSULTANT, as an independent contractor, has the authority to control and direct the performance of the details of the services to be provided. No employee, agent, representative or subconsultant of CONSULTANT shall be or shall be deemed to be the employee, agent representative or subconsultant of the CITY. The CONSULTANT shall assume full responsibility for all wages, along with any Federal, State, and- local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, Social Security, and income tax, payable as a result of work performed tinder this -Agreement. 6.2. Employees of the CONSULTANT, while engaged in the performance of any work or services under this Agreement, shall be considered employees of the CONSULTANT only and not of the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the CONSULTANTS employees while so engaged, on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. On or before the Effective Dft CONSULTANT shall file, maintain and/or open all necessary records with the Internal Revenue Service and Me State of Washington, and as may be required by RCW 51.08.195, to establish CONSULTANT's status as an independent contractor. Professional Services Agreement for Tourism Markating/Advertising - Page 3 of 14