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5. Ownership of Work. All reports, drawings, plans and specifications, maps, designs, work data, and all other documents completed or partially completed by Consultant in the performance of this Agreement shall become the property of City. 6. Terms. Time is of the essence. Consultant shall begin work January 20, 2010 The work as described in Exhibit "A Scope of Work, shall be completed by October 31, 2010. 7. Compensation. For the services to be rendered hereunder, City shall pay Consultant on a time and materials basis, at the rate of $95.00 per hour, not to exceed a total of $36,955.00. Partial payment shall be made per invoice monthly. a. Invoices submitted to City for payment must contain a brief description of work performed, percentage of work completed, percentage of contract time used, and percentage of contract amount expended. 8. Changes. City may request, from time to time, changes in the scope of services to be provided by Consultant. Any changes and related fees shall be mutually agreed upon between City and Consultant and shall be the subject of a written amendment to this Agreement. 9. Consultant's Status. In the performance of 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, servants, and employees and are not agents, servants, or employees of City. 10. Termination of Convenience of City. The City may terminate this Agreement at any time by mailing a notice in writing to Consultant that the Agreement is terminated. Said Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the work actually completed, based on a pro rata portion of the total fixed sum compensation described in Section 7 herein at the time the notice of termination is received. 11. Non Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation therein without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. 12. Indemnify and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, the City and its officers and employees from and against all claims, losses, damage, injury, and liability for damages arising from errors, omissions, negligent or wrongful acts of the Consultant in the performance of its services under this Agreement, regardless of whether the City has reviewed and/or approved the work or services which has given rise to the claim, loss, damage, injury or liability for damages. This indemnification shall extend for a reasonable period of time after completion of the project as well as during the period of actual performance of services under this Agreement. The City's acceptance of the insurance certificates required under this Agreement does not relieve the Consultant from its obligation under this paragraph. 2