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City of San Leandro Installation Agreement Page 3 of 10 2.2 Standard of Performance. Climatec LLC shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Climatec LLC is engaged and applicable law. 2.3 Assignment of Personnel. Climatec LLC shall assign only competent personnel to perform services pursuant to this Agreement. In the event that Purchaser, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Climatec LLC shall, immediately upon receiving notice from Purchaser of such desire of Purchaser, reassign such person or persons. In accordance with Section 4 below, nothing by way of this section shall create or be construed as creating an agency or employment relationship between Purchaser and Climatec LLC and its employees, agents, volunteers and subcontractors. 2.4 Time. Climatec LLC shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance and to satisfy Climatec LLC’s obligations hereunder. 2.5 Community Workforce Agreement. Climatec LLC shall be required to comply with the provisions of the San Leandro Community Workforce Agreement (Attachment F) effective January 1, 2016. 3.INVOICING & PAYMENTS. Climatec LLC may invoice the Purchaser for any equipment and/or materials installed at a job site. Purchaser agrees to pay Climatec LLC amounts invoiced within 30 days upon receipt of invoice. Waivers of lien will be furnished upon request, as the work progresses; to the extent payments are received. 3.1 Monthly Payment. Purchaser shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. Purchaser shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Climatec LLC. 3.2 Final Payment. Purchaser shall pay the last 5% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to Purchaser of a final invoice, if all services required have been satisfactorily performed. 3.3 Total Payment. Purchaser shall pay for the services to be rendered by Climatec LLC pursuant to this Agreement. Purchaser shall not pay any additional sum for any expense or cost whatsoever incurred by Climatec LLC in rendering services pursuant to this Agreement. Purchaser shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall Climatec LLC submit any invoice for an amount in excess of the maximum amount of compensation provided above for the entire Agreement, unless the Agreement is amended pursuant to Section 21 prior to the submission of such an invoice by a properly executed change order or amendment. 3.4 Payment of Taxes. Climatec LLC is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 3.5 Payment upon Termination. In the event that Purchaser or Climatec LLC terminates this Agreement pursuant to Section 8, Purchaser shall compensate Climatec LLC for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Climatec LLC shall maintain adequate logs and timesheets to verify costs incurred to that date. 3.6 Authorization to Perform Services. Climatec LLC is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of Notice to Proceed from the Contract Administrator. 26