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<br />(c) All New Leases shall contain provisions stating that any and all payments under <br />such New Leases shall be paid into a third-party escrow or lockbox account (the "Lockbox <br />Account") provided such a process is consistent with governmental accounting and finance <br />practices and standards. In such case, Consultant shall be responsible for selecting the third- <br />party to provide the Lockbox Account, subject to the City's reasonable approval of such third <br />party, and Consultant shall pay all fees and expenses associated with opening and maintaining <br />the Lockbox Account. The City and the Consultant shall execute instructions to the party <br />providing the Lockbox Account (the "Holder"), instructing the Holder to distribute the <br />Consultant Lease Fees directly to Consultant and the remaining funds directly to the City within <br />5 business days of receipt of such funds into the Lockbox Account, or such other commercially <br />reasonable terms the parties may agree upon from time to time. <br /> <br />(d). Upon termination of this Agreement, or upon the exercise of any option periods in a <br />lease, the City, at its option, may "buyout" the remaining Consultant Lease Fees by paying the <br />net present value of such remaining obligation utilizing a discount rate of 10%. <br /> <br />(e) For purposes of calculating the Consultant Lease Fee, in-kind consideration such <br />as public improvement, plus sales taxes, real estate or personal property tax reimbursement and <br />insurance reimbursement, if applicable, shall be excluded from the New Lease revenues. The <br />Holder shall provide Consultant a monthly report including a statement of account detailing <br />transactions, and showing all amounts collected and uncollected from New Leases. <br /> <br />(f) As part of approval of the Wireless Master Plan, the City shall consider imposing <br />a fee to offset the cost of the Consultant reviewing all public and private applications for wireless <br />facilities covered by the Wireless Master Plan and otherwise subject to discretionary City <br />approval. <br /> <br />3. TERM <br /> <br />The initial term of this Agreement shall be three (3) years commencing on January 1, <br />2006, unless terminated earlier in accordance with Section 12, below. The term of this <br />Agreement may be extended at the option of the City Council in its sole and absolute discretion <br />of the City Council in two year increments for up to maximum term of seven years. Any <br />extensions thereafter shall be at the discretion of the City Council. <br /> <br />4. INDEPENDENT CONTRACTOR/EXCLUSIVITY <br /> <br />Consultant 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 <br />shall it be construed to create an employer-employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Consultant performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Consultant shall be provided in a manner consistent with all <br />applicable standards and regulations governing such services. Consultant shall pay all salaries and <br /> <br />3 <br />