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2. COMPENSATION a. City neither warrants nor. guarantees any minimum 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 and planning services on an as needed basis under RFQ No. 23-142. 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 Cityaccounting procedures. Payment need not be made for workwhich fails.. to meet the standards of performance set forth in the Recitals and Scope of Work; which mayreasonably be expected byCity. 3. TERM This Agreement shall commence. on the date frst written above for a five f5)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 zbe an independent contractor and. not an employee 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 allo. w the City to exercise discretion.or control over the professional mariner 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 mi 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 creates a 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 fixed in any tangible medium of expression; including but not.11mited: to physical drawings or data magnetically or otherwise recorded.. on ,computer diskettes, which are 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 a `non-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