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2. COMPENSATION <br />a. City agrees to pay, and Contractor agrees to accept as total payment for its <br />services, the rates and charges identified in Exhibit B. The total sum to be <br />expended under this Agreement shall not exceed $206,406.46, which includes <br />$179,483.88 plus a 15% contingency of $26,922.08 to be used at the City's sole <br />discretion during the term of this Agreement. <br />b. Contractor acknowledges that this project is funded by cash incentives and OBF <br />proceeds from Edison. City will not pay invoices from Contractor until after <br />Contractor receives all Edison allocated OBF proceeds and incentives for the <br />project. Once the project work is completed, City will enter into an On Bill <br />Financing Agreement with Edison and Edison will pay Contractor directly. City <br />makes no guarantees on the timeline for Edison's OBF process. <br />c. City retained an energy consultant, the Energy Network, to assist with this <br />project. Attached hereto as Exhibit "C" is the Energy Network's OBF calculations <br />for the project. <br />d. In the event that the OBF proceeds and/or Edison cash incentives do not cover <br />the compensation set forth in Section 2a of this Agreement, City will pay the <br />remainder due to Contractor not to exceed the total Agreement compensation <br />agreed upon in Section 2a of this Agreement. <br />e. Certified Payroll Reports are required at project completion and final payment will <br />not be processed until the Certified Payroll Reports are submitted on the forms <br />approved by the California Department of Industrial Relations. <br />3. TERM <br />This Agreement shall commence on the date first written above and terminate on <br />September 30, 2020, unless terminated earlier in accordance with Section 15, below. <br />4. INDEPENDENT CONTRACTOR <br />Contractor shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer -employee relationship, a joint venture relationship, <br />or to allow the City to exercise discretion or control over the professional manner in which <br />Contractor performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Contractor shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Contractor shall pay all salaries <br />and wages, employer's social security taxes, unemployment insurance and similar taxes <br />relating to employees and shall be responsible for all applicable withholding taxes. <br />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a non-exclusive and perpetual license for City to copy, use, <br />modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property <br />embodied in plans, specifications, studies, drawings, estimates, and other documents or works <br />of authorship fixed in any tangible medium of expression, including but not limited to, physical <br />495440 <br />