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It. Payment by Successor Agency shrill be made within forty -five (45) clays following receipt and acceptance of an invoice and a detailed time log of work performed. The time log shall individuate the service hours performed by date, deliverable and the name of the individual performed the services. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Successor Agency. 3. TERM The term of this Agreement shall commence on the date first written above and terminate on December 31, 2017, unless terminated earlier pursuant to Section 12 below. The term of this Agreement may be extended upon a writing executed by both parties, including the City Manager and the Successor Agency Legal Counsel. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire teen of this Agreement, be construed to be an independent contractor and not an employee of the Successor Agency. This Agreement is not intended nor shall it be construed to create an cnrployer- employee relationship, ajoint venture relationship, or to allow the Successor Agency to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to its employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work Linder this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Errors and Omissions (Professional Liability) Insurance. Consultant shall maintain Errors and Omissions (Professional Liability) insurance which shall include, but not be limited to protection against claims arising from Consultant's operations in the performance of this Agreement. The amounts of insurance shall be not less than the total amount of $1,000,000 per occurrence, $1,000,000 in the aggregate. b. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to cormnencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 3 -128