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project work is completed, City will enter into an On Bill Financing Agreement with <br />Edison and Edison will pay Consultant directly. <br />c. Attached hereto as Exhibits C and D respectively are the Edison Notice of Approval for <br />the Incentives and the Edison Notice of Approval for an On Bill Financing Loan for the <br />project. <br />d. In the unlikely event that the On Bill Financing Agreement proceeds or Edison cash <br />incentives do not cover the compensation set forth in Section 2a of this Agreement, City <br />will pay the remainder due to Consultant. <br />This Agreement shall commence on the date first written above and terminate on payment by <br />Edison of compensation pursuant to the Notices of Approval in Exhibits C and D, unless terminated <br />earlier in accordance with Section 15, below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an independent <br />contractor and not an employee of the City, This Agreement is not intended nor shall it be construed to <br />create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise <br />discretion or control over the professional manner in which Consultant performs the services which are <br />the subject matter of this Agreement; however, the services to be provided by Consultant shall be <br />provided in a manner consistent with all applicable standards and regulations governing such services. <br />Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance <br />and similar taxes 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, modify, <br />reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, <br />specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any <br />tangible medium of expression, including but not limited to, physical drawings or data magnetically or <br />otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant <br />under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in <br />writing that City is granted a non-exclusive and perpetual license for any Documents & Data the <br />subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has <br />the legal right to license any and all Documents & Data. Consultant makes no such representation and <br />warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not <br />be limited in any way in its use of the Documents and Data at any time, provided that any such use not <br />within the purposes intended by this Agreement shall be at City's sole risk. <br />6. INSURANCE <br />Prior to undertaking performance of work under this Agreement, Consultant shall maintain and <br />shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Consultant shall maintain commercial general <br />liability insurance naming the City, its officers, employees, agents, volunteers and <br />representatives as additional insured(s) and shall include, but riot be limited to protection <br />against claims arising from bodily and personal injury, including death resulting <br />therefrom and damage to property, resulting from any act or occurrence arising out of <br />Consultant's operations in the performance of this Agreement, including, without <br />