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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 thirty-five (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 />($4,950,000.00) during the tern of the Agreement, including any extension periods. <br />b. Where applicable, City shall recognize and pay for any outstanding invoices for <br />work performed by any of the thirty-five (35) selected vendors for building safety <br />consultant services performed by the Consultant for work previously performed <br />for the City. <br />C. 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 />3. TERM <br />This Agreement shall commence on the date first written above through November 7, 2028, <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 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, 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, including but not limited to, physical drawings or data <br />magnetically or otherwise 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 & 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 12 <br />