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2.. COMPENSATIOm <br />a: City neither warrants. nor guarantees any minimum or. maximum compensation to <br />Qonsultant under this Agreement. Consultant shall be paid only for actual services <br />performed under this Agreement at: the rates and`.charges identif ed'-in,Exhibit B. <br />Consultant. is one of thirty-five (35). Consultants selected to provide• envirorunental - <br />and Planning services on an as needed basis under RFQ. No. 23-142. The total . <br />coinpensation for services. provided by all Consultants selected under REQ No. 23- <br />142.is a collective amount not to exceed fourmillion nine hundre& fifty thousand <br />($4,950,000.6 during the term ofthe Agreement, including any extension periods. <br />b. Where applicable, City shall recognize and pay for any outstanding invoices for <br />w1orkperf6rrned,by any.of the thirty=five (35)aelected vendors for building safety <br />consultant services performed by the Consultant for work previously performed <br />£or the Citq.. _, t <br />C. <br />Payment b'y 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 inahe Recitals and Scope of Work; which mayreasonablybe <br />expected by City. <br />I TERM .. - <br />This Agreement shall -commence on the date first written above for a five Sl year term, <br />unless terminated "earlier in accordance with Section 16, below. <br />4 . : INDEPEN1f1E+NT 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 mariner 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 anal wages, employer's social <br />security taxes, unenaploymenf insurance and similar' taxes relating to employees and shall be <br />responsible for at] applicable .withholding taxes. <br />5. OWNERSHIP OF MATERIALS <br />This Agreement creates a nonexclusive arrd perpetualaicens. e 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 documen{s`or works of authorship <br />fixed in.any tangible medium ofexpression; including but notlimited.to, physical drawings or data <br />magnetically or otherwise recorded on 'computer. diskettes;'.iWhich are prepared. or ,caused to by <br />prepared by CoriseItant under this Agreement ("Documents &Data"). Consultant shall require <br />all subcontractors to agreb, in writing' that City is granted -a non-exclusive and perpetual <br />license""for any. Document's & Data the subcontractor prepares under this Agreement. Coonsultanf <br />- • represents and warrants that-Consultant'has the Ile ga1 riklif to .license any and all Documents'& <br />Page 2 of11 <br />