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2. COMPENSATION . <br />a. City neither warrants nor guaranteesany 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 Exhibrt B. , <br />Consultant is one of thirty-fve (35) Consultants selected to provide environmental <br />and planning services on an as needed basis under RFQ No. 23-142., The total <br />compensation for services .provided by all Consultants selected under RFQ.No. 23- <br />142 is a collective amount not to exceed four million nine hundred fifty thousand <br />($4 950,00o:00) during the term of the Agreement, including any extension periods. <br />b. Where applicable, City shall recognize and pay for any outstanding invoices for <br />work.perforined by any.of the thirty-five (35) selected vendors for building safety <br />_ consultant services performed by the e Consultant for work previously performed <br />for the City. <br />a Payment by City shall be made within forty-five .(45) days following receipt of <br />proper invoice evidencing work performed, subjectto 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 />3... TERM <br />This Agreement shall commence on the -date first written above for a five (5) vear term; <br />unless terminated earlier in accordance with Section 16, below. <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 interidednor shall' <br />it be construed to create aft employer -employee' relationship, a joint. venture relationship, of to: <br />allow the. City to exercise discretion or control over the professional inanner 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 m a gnanner consistent with. all applicable standards and <br />regulations governing such services. Consultant shall payA 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 nornexclusive and perpetual license for City to copy, use, modify, <br />reuse, or sublicense. any and all copyrights, designs, and other intellectual property embodied in <br />plans, specifications; 'studies, drawings;. estimates; and other documents or works of authorship <br />fixed in any tangible. medium of expression, mchiding but not limitedto; physical drawings or data <br />magnetically or otherwiso recorded on computer diskettes;; which are prepared or caused to -be... <br />prepared. by Consultant under this Agreement (". Documents & Data!): Consultant shall. require <br />all 'subcontractors to agree in writing that City is granted a non exclusive and perpetual <br />license .for any Documents F Data the subcontractor prepares under this Agreement. Consultant <br />represents and warrants that Consultant.has the legal right to license any and all Documents & <br />Page:2 of 11 <br />