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2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit B. The total sum to be expended under this Agreement shall not exceed $140,983.10, which includes $122,594.00 plus a 15% contingency of $18,389.10 to be used at the City's sole discretion during the term of this Agreement. b. Contractor acknowledges that this project is funded by cash incentives and OBF proceeds from Edison. City will not pay invoices from Contractor until after Contractor receives all Edison allocated OBF proceeds and incentives for the project. Once the project work is completed, City will enter into an On Bill Financing Agreement with Edison and Edison will pay Contractor directly. City makes no guarantees on the timeline for Edison's OBF process. c. City retained an energy consultant, the Energy Network, to assist with this project. Attached hereto as Exhibit "C" is the Energy Network's OBF calculations for the project. d. In the event that the OBF proceeds and/or Edison cash incentives do not cover the compensation set forth in Section 2a of this Agreement, City will pay the remainder due to Contractor not to exceed the total Agreement compensation agreed upon in Section 2a of this Agreement. Certified Payroll Reports are required at project completion and final payment will not be processed until the Certified Payroll Reports are submitted on the forms approved by the California Department of Industrial Relations. 3. TERM This Agreement shall commence on the date first written above and terminate on September 30, 2020, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical #9544v3