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<br />4. Schedule. Consultant will generally adhere to the schedule set forth in Exhibit <br />irA" hereof, attached hereto and by this reference incorporated herein; provided, that <br />Agency will grant reasonable extensions of time for the Performance of such services <br />occasioned by unusually lengthy governmental reviews of Consultant's work product or <br />other unavoidable delays occasioned by circumstances; provided, further, that such <br />unavoidable delay will not include strikes, lockouts, work stoppages, or other labor <br />disturbances conducted by, or on behalf of, Consultanfs officers or employees. <br /> <br />Consultant acknowledges the importance to Agency of Agency's project schedule and <br />agrees to put forth its best professional efforts to Perform the Services under this <br />Agreement in a manner consistent with that schedule. Agency understands, however, <br />that Consultant's performance must be governed by sound practices. <br /> <br />5. Time is of the Essence. Time is of the essence for each and every provision of <br />this Agreement. <br /> <br />6. Comoensation. The total fee payable for the Services to be performed during the <br />initial term of this Agreement will be Twenty thousand and 00/100 Dollars ($20,000.00). <br />No other compensation for the Services will be allowed except for items covered by <br />subsequent amendments to this Agreement. Agency reserves the right to withhold a <br />ten percent (10%) retention until Agency has accepted the work and/or Services <br />specified in Exhibit "A." <br /> <br />Payment will occur only after receipt by Agency of invoices sufficiently detailed to <br />include hours performed, hourly rates, and related activities and costs for approval by <br />Agency. Incremental payments, if applicable, should be made as outlined in attached <br />Exhibit itA." <br /> <br />7. Status of Consultant. Consultant will perform the Services in Consultant's own <br />way as an independent contractor and in pursuit of Consultant's independent calling, <br />and not as an employee of Agency. The persons used by Consultant to provide <br />services under this Agreement will not be considered employees of Agency for any <br />purposes. <br /> <br />The payment made to Consultant pursuant to the Agreement will be the full and <br />complete compensation to which Consultant is entitled. Agency will not make any <br />federal or state tax with holdings on behalf of Consultant or its agents, employees or <br />subcontractors. Agency will not be required to pay any workers' compensation <br />insurance or unemployment contributions on behalf of Consultant or its employees or <br />subcontractors. Consultant agrees to indemnify Agency within thirty (30) days for any <br />tax, retirement contribution, social securityl overtime payment, unemployment payment <br />or workers' compensation payment which Agency may be required to make on behalf of <br />Consultant or any agent, employee, or subcontractor of Consultant for work done under <br />this Agreement. At the Agency's election, Agency may deduct the indemnification <br />amount from any balance owing to Consultant. <br /> <br />ATTY/AGRI2009.005 <br />021209 <br /> <br />2 <br />