GPA CONSULTING (GALVIN PRESERVATION ASSOCIATES INC.)

Home Browse Search

2. COMPENSATION a. City neither warrants nor guarantees anyminimum:or maximum compensation to Consultant under this Agreement, Consultant shall be paid only for actual services performed_ under this Agreement at the rates and'charges identified in Exhibit B. Consultant is one of thirty-five (35). Consultants, selected to provide environmental andplanning services on . as needed basis under RFQ No. 23442. The total compensation for services provided by all Consultants selected under RFQ.No. 23- 142 is a collective amount not to exceed four million nine hundred fifty, thousand ($4,950,000.00).during'the term of the Agreement, including any extension periods. b. Where applicable, City shall recognize and pay for any outstanding invoices for . Work performed by any of the thirty-five (35) selected vendors for building safety consultant services performed by.the Consultant for. work previously performed for'the City. _ c. Payment by City shall be made within forty-five (45) days following receipt of _ proper invoice evidencing work performed; subject to City accounting procedures. Payment .need not be made for work which fails.Jo meet the standards of performance. set forth in the Recitals and Scope of Work, which may reasonably be expected by City.. 3. TERM. This Agreement shalt commence on the date first written above for. a five (5) year term; unless terminated earlier in accordance with Section 16, below. 4. INDEPENDENT CONTRACTOR Consultant shall, :during the entire term of this. Agreement, be ` construed to be an . independent contractor and not an employce.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 Consultant performs the services which are the subject matter of this Agreement however, the services to be provided by Consultant shall.be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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 createa 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 faxed in spytangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, whichare prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data!'). Consultant shall require all subcontractors to agree in writing that City is granted anon -exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Page 2 of 11 c: