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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 A. <br />The total amount to be expended during the term of this Agreement, as approved <br />by Council amongst the fourteen (14) selected vendors, shall not exceed Four <br />Million Six Hundred Thousand Dollars and Zero Cents ($4,600,000). <br />b. Where applicable, City shall recognize and pay for any outstanding invoices for <br />work performed by any of the fourteen (14) selected vendors for building safety <br />consultant services performed by the Consultant for work previously performed for <br />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 />"INEWUNMY5l <br />This Agreement shall commence on the date first written above for a three (3) year term <br />with the option for the City to grant up to a one (1) year renewal, exercisable by a writing by the <br />City manager and the City Attorney, unless terminated earlier in accordance with Section 16, <br />below. <br />4. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire tern 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 10 <br />