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3. COMPENSATION <br />a. Agency agrees to pay, and Consultant agrees to accept as total payment for its <br />services, the rates and charges identified in Exhibit A. The total sum to be expended under this <br />Agreement shall not exceed $135,000.00 during the term of this Agreement. <br />b. Payment by Agency shall be made within thirty (30) days following receipt of proper <br />invoice evidencing work performed, subject to Agency accounting procedures. Payment need <br />not be made for work which fails to meet the standards of performance set forth in the Recitals <br />which may reasonably be expected by Agency. <br />This Agreement shall commence on the date first written above and terminate on June 30, <br />2009, unless terminated earlier in accordance with Section 13, below. The term of this <br />Agreement may be extended upon a writing executed by the Executive Director of the Agency <br />and the Agency General Counsel. <br />5. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the Agency. This Agreement is not intended nor <br />shall it be construed to create an employer- employee relationship, a joint venture relationship, or <br />to allow the Agency to exercise discretion or control over the professional manner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries and <br />wages, employer's social security taxes, unemployment insurance and similar taxes relating to <br />employees and shall be responsible for all applicable withholding taxes. <br />6. INSURANCE <br />a. Commercial General Liability Insurance. Due to the nature of the services being <br />provided commercial general liability insurance is not required under this Agreement. <br />b. Workers' Compensation. In accordance with the provisions of Section 3300 of the <br />Labor Code, Consultant, if Consultant has any employees, is required to be insured against <br />liability for worker's compensation or to undertake self- insurance. <br />c. Automobile Insurance. Proof of valid automobile insurance with One Million Dollars <br />coverage shall be required. <br />7. INDEMNIFICATION <br />Consultant agrees to and shall indemnify and hold harmless the Agency, its officers, <br />agents, employees, consultants, special counsel, and representatives from liability: (1) for <br />374 <br />