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4. Compensation. For the services to be rendered, City shall pay Consultant for services rendered, based on an hourly rate, as described more particularly in Exhibit A to the extent consistent with the Agreement. Payment shall be made on a monthly basis upon City's receipt and approval of Consultant's invoice. Total compensation for services and reimbursement for costs shall not exceed Two Hundred and Fifty-Two Thousand and Three Hundred and Seventy Dollars ($252,370), unless the parties agree to a different amount pursuant to Section 7. a. Invoices submitted to City must contain a brief description of work performed, percentage of work completed, percentage of contract time used, percentage of contract amount expended, and City reference number. Payment shall be made within thirty (30) days of receipt of Consultant's invoice and approval by City. b. Upon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City. 5. Sufficiency of Consultant's Work. By executing this Agreement, Consultant warrants that all services will be performed in a competent, professional, and satisfactory manner. 6. Ownership of Work. All reports, work data, drawings, work product, and all other documents completed or partially completed by Consultant in the performance of this Agreement shall become the property of City. All materials shall be delivered to City upon completion or termination of the work under this Agreement. If any materials are lost, damaged, or destroyed before final delivery to City, Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to City, and Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless City provides prior written consent. 7. Changes. City may request changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement. Changes resulting in up to 20 percent of the project budget may be approved by the City Manager. 8. Consultant's Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an independent contractor, and Consultant shall not be considered to be an employee of City for any purpose. All persons working for or under the direction of Consultant are its agents and employees and are not agents or employees of City. Page 2 of 6