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<br />incorporated by this reference in accordance with this Agreement's terms and <br />conditions. <br /> <br />2. Standard of Performance. While performing the Services, Grantee will exercise <br />the reasonable professional care and skill customarily exercised by reputable members <br />of Grantee's profession practicing in the Metropolitan Northern California Area, and will <br />use reasonable diligence and best judgment while exercising its professional skill and <br />expertise. <br /> <br />3. Term. Unless earlier terminated, the term of this Agreement will commence upon <br />the date first above written and shall expire upon completion of performance of Services <br />hereunder by Grantee. <br /> <br />4. Schedule. Grantee will generally adhere to the schedule set forth in Exhibit "A" <br />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 Grantee'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, Grantee's officers or employees. <br /> <br />Grantee 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 Grantee'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. Compensation. The Agency agrees to pay a total sum of twenty thousand <br />dollars ($20,000) for the Services specified in Exhibit "A" upon execution of this <br />Agreement. No other compensation for the Services will be allowed except for items <br />covered by subsequent amendments to this Agreement. <br /> <br />7. Status of Grantee. Grantee will perform the Services in Grantee's own way as an <br />independent contractor and in pursuit of Grantee's independent calling, and not as an <br />employee of Agency. The persons used by Grantee to provide services under this <br />Agreement will not be considered employees of Agency for any purposes. <br /> <br />The payment made to Grantee pursuant to the Agreement will be the full and complete <br />compensation to which Grantee is entitled. Agency will not make any federal or state <br />tax withholdings on behalf of Grantee or its agents, employees or subcontractors. <br />Agency will not be required to pay any workers' compensation insurance or <br />unemployment contributions on behalf of Grantee or its employees or subcontractors. <br />Grantee agrees to indemnify Agency within thirty (30) days for any tax, retirement <br />contribution, social security, overtime payment, unemployment payment or workers' <br /> <br />2 <br /> <br />A TTY /AGR/2009.040 <br />091109 <br />