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invention and any work produced. Any reuse of Consultant's prepared documents by the City, except for the specific purpose intended under this Agreement, will be at City's risk and without liability or legal exposure to Consultant or its sub-consultants. 9.2 Obligation to Furnish Documents to the City Consultant shall deliver to the City for approval and acceptance , and before being eligible for final payment of any amounts due under any work authorization(s), all documents and materials prepa red for the City in connection with such work authorization and this Agreement. SECTION 10 -SMALL BUSINESS PROGRAM 10.1 Small Business Commitment. Consultant shall comply with the City's Small Business Ordinance set forth in Chapter 66 of the Code of Ordinances of the City of West Palm Beach, which is incorporated herein by this reference. Consultant shall comply with the small business commitment contained in Consultant's Proposal , and attached as Schedule B. Failure of Consultant to ma intain Small Bus iness participation at the proposed level may require evidence of a good faith effort by Consultant and may be considered cause for cancellation of this Agreement and may be considered by the City as a past performance factor in future procurements. Consultant shall maintain all relevant records and information necessary to document compliance with the Small Business Ordinance and shall allow the City to inspect and audit such records. SECTION 11 -STANDARD TERMS AND CONDITIONS 11.1 Consultants Competitive Negotiation Act The parties confirm that the procurement of the Professional Services under this Agreement was the subject of the competitive selection and negotiation processes mandated by Section 287.055 , Florida Statutes, unless specifically exempted therefrom. 11.2 Personnel; Staffing; Sub-consultants 11 .2.1 Independent Contractor Relationship. All persons employed by Consultant and engaged in any of the work or Professional Services performed by Consultant pursuant to this Agreement shall at all times be subject to Consultant's sole di rection , supervision, and control. Consultant shall exercise control over the means and manner in which it and its employees perform the work, and in all respects Consultant's relationship and the relationship of its employees to the City shall be that of an independent contractor and not as employees or agents of the City. Consultant does not have the power or authority to bind the City in any promise, agreement or representation other than as may be specifically provided for in this Agreement. Consultant shall be responsible to the City for all Professional Services or work performed by Consultant or any person or firm engaged as a sub-consultant or subcontractor to perform work in fulfillment of this Agreement. 11 .2 .2 Personnel. Consultant represents that Its project manager and all key staff identified in Consultant's Proposal shall remain assigned to work authorizations under this Agreement , unless otherwise specifically agreed by the City. All personnel engaged In performing the Professional Services shall be fully qualified and , If required, llcensed or permitted under all applicable federal, state and local laws and regulations to perform such services. Consultant specifically acknowledges that its employees will not be covered by the City's workers' compensation insurance and Consultant will be solely and exclusively respons ible for payment of all federal and state income , social security, unemployment and disability taxes due in respect of all compensation and/or other consideration paid by the City to Consultant under th is Agreement. 11.2.3 Non-Discrimination by Consultant. The Consultant warrants and represents that all persons are treated equally without regard to race , color, religion, sex, gender identity or expression, genetic Form-PSA CCNA Master 091914 Erdman Anthony -14919 101114 16