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basis upon receipt and approval of Consultants invoice. Total compensation for services and reimbursement for costs shall not exceed Sixty Thousand Dollars ($60,000) unless the parties agree pursuant to section 8. a. Invoices submitted to City must contain a brief description of work performed, percentage of work completed, percentage of Agreement time used, percentage of Agreement amount expended and City reference number Payment shall be made within thirty (30) days of receipt of Consultant's invoice. If City fails to pay undisputed amounts of any invoice within Forty -five (45) days of invoice date and such failure continues ten (10) days after Consultant gives City notice of such failure, Consultant shall have the right to suspend this Agreement immediately without liability, until such time as such undisputed amounts are paid in full. 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. 6. Sufficiency of Consultant's Work. By executing the Agreement, Consultant represents that all services will be performed in a competent, professional and satisfactory manner. Should Consultant discover any latent or unknown conditions, it shall immediately inform City and proceed only at its own risk until instructed by City. 7. Ownership of Work. All reports, work data, plans, drawings, specifications, designs, photographs, images, works of authorship and all other documents completed or partially completed by Consultant in the performance of this Agreement "materials shall become the property of City. All materials shall be delivered to the City upon completion or termination and upon payment for services embodying the deliverables of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials confidential and 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 the City provides prior written consent. 8. 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. 9. 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 the 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