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2. COMPENSATION <br />a. City neither warrants nor guarantees any minimum or maximum compensation to <br />Consultant under this Agreement. Consultant shall be paid only for actual services <br />performed under this Agreement at the rates and charges identified in Exhibit B. <br />Consultant is one of forty-eight (48) Consultants selected to provide environmental <br />and planning services on an as needed basis under RFQ No. 20-100.'The total <br />compensation for services provided by all Consultants selected under RFQ No. 20- <br />100 is a collective amount not to exceed Two Million Six Hundred Fifty Thousand <br />Dollars ($2,650,000.00) during the term of the Agreement, including any extension <br />periods. <br />b. Payment by City shall be made within forty-five (45) days following receipt of <br />proper invoice evidencing work performed, subject to City accounting procedures. <br />Payment need not be made for work which fails to meet the standards of <br />performance set forth in the Recitals and Scope of Work, which may reasonably be <br />expected by City. <br /><INMEN-FWDIiuTi <br />This Agreement shall commence on the date first written above and continue for three (3) <br />years until November 30, 2023, unless terminated earlier in accordance with Section 17, below. <br />The term of this Agreement may be extended upon a writing executed by the City Manager and <br />the City Attorney. <br />4. INDEPENDENT CONTRACTOR <br />Consultant 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 shall <br />it be construed to create an employer -employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />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 of <br />authorship fixed in any tangible medium of expression, including but not limited to, physical <br />drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or <br />caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant <br />shall require all subcontractors to agree in writing that City is granted a non-exclusive and <br />Page 2 of 9 <br />25C-6 <br />