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<br />Page 2 of 9 <br />#432160v1 <br />2. COMPENSATION <br /> <br />a. City neither warrants nor guarantees any minimum or maximum compensation to <br />Contractor under this Agreement. Contractor shall be paid only for actual approved <br />services performed under this Agreement at the rates and charges identified in Exhibit <br />B – Compensation. Contractor is one of five (5) contractors selected to provide <br />administrative hearing officer services on an as-needed basis under the RFP. The total <br />compensation for services provided by all contractors selected under the RFP is a <br />collective amount not to exceed $1,970,000 during the term of the Agreement, <br />including any extension periods. <br /> <br />b. Payment by City shall be made within forty-five (45) days following receipt of proper <br />invoice evidencing work performed, subject to City accounting procedures. City and <br />Contractor agree that all payments due and owing under this Agreement shall be made <br />through Automated Clearing House (ACH) transfers. Contractor agrees to execute the <br />City’s standard ACH Vendor Payment Authorization and provide required <br />documentation. Upon verification of the data provided, the City will be authorized to <br />deposit payments directly into Contractor’s account(s) with financial institutions. <br />Payment need not be made for work which fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br /> <br />3. TERM <br /> <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 2-year renewal, exercisable by a writing by the <br />City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, <br />below. <br /> <br />4. INDEPENDENT CONTRACTOR <br /> <br />Contractor 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 Contractor <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Contractor shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Contractor 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 /> <br />5. OWNERSHIP OF MATERIALS <br /> <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