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2b. Standard of Performance. Climates LLC shall perform all services required pursuant to this Agreement <br />in the manner and according to the standards observed by a competent practitioner of the profession in <br />which Climates LLC is engaged. <br />2c. Assignment of Personnel. Climates LLC shall assign only competent personnel to perform services <br />pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of <br />this Agreement, desires the reassignment of any such persons, Climates LLC shall, immediately upon <br />receiving notice from City of such desire of City, reassign such person or persons. <br />2d, Time. Climates LLC shall devote such time to the performance of services pursuant to rhis Agreement <br />as may be reasonably necessary to meet the standard of performance and to satisfy Climates LLC's <br />obligations hereunder. <br />2e. Community Workforce Agreement. Clirnatec LLC shall be required to comply with the provisions of <br />the San Leandro Community Workforce Agreement (Attachment F) effective January 1, 2016. <br />3. INVOICING & PAYMENTS. Clirnatec LLC may invoice the Purchaser for any equipment and/or materials <br />installed at a job site, Purchaser agrees to pay Climates LLC amounts invoiced upon receipt of invoice. Waivers <br />of lien will be furnished upon request, as the work progresses; to the extent payments are received. If Climates <br />LLC's invoice is not paid within 30 days of its issuance, it is delinquent and Climates LLC may add 1% per month <br />interest onto delinquent amounts. <br />3.1 Uontbly Payment. City shall make monthly payments, based on invoices received, for services <br />satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the <br />receipt of an invoice that complies with all of the requirements above to pay Climates LLC. <br />3.2 Final Payment. City shall pay the last 5% of the total sum due pursuant to this Agreement within 60 <br />days after completion of the services and submittal to City of a final invoice, if all services required have <br />been satisfactorily performed. <br />3.3 Total Payment. City shall pay for the services to be rendered by Climates LLC pursuant to this <br />Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Climates <br />LLC in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, <br />or additional service pursuant to this Agreement. <br />In no event shall Climates LLC submit any invoice for an amount in excess of the maximum amount of <br />compensation provided above for the entire Agreement, unless the Agreement is modified prior to the <br />submission of such an invoice by a properly executed change order or amendment. <br />3.4 Payment of Taxes. Climates LLC is solely responsible for the payment of employment taxes incurred <br />under this Agreement and any similar federal or state taxes. <br />3.5 Payment upon Termination. In the event that the City or Climates LLC terminates this Agreement <br />pursuant to Section 8, the City shall compensate the Climates LLC for all outstanding costs and <br />reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of <br />termination. Climates LLC shall maintain adequate logs and timesheets to verify costs incurred to that <br />date. <br />3.6 Authorization to Perform Services, Climates LLC is not authorized to perform any services or incur <br />any costs whatsoever under the terms of this Agreement until receipt of Notice to Proceed from the <br />Contract Administrator. <br />4. INDEPENDENT CONTRACT. It is agreed between Purchaser and Climates LLC that Climates LLC shall <br />perform the Work as an independent contractor. Clirnatec LLC may use subcontractors to perform work <br />hereunder, provided Climatec LLC shall fully pay said subcontractors and in all instances remain fully responsible <br />for (a) the proper completion of this agreement and (b) supervising such subcontractor's work and for the quality <br />of the work they produce. <br />/�. <br />City of San Leandro <br />CLIMAT EC Installation Agreement <br />Page 3of10 <br />