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significant rain event (2 inches of rain within a 24 hour period). The work as described in Exhibits "A, B, C and D ", Scope of Work. This agreement shall terminate no later then December 2014. 5. Compensation. For the two scheduled site reconnaissance to be rendered hereunder, City shall pay Consultant fixed fee basis, as outlined within the scope of work as described in Exhibits "A, B, C and D" attached hereto and incorporated herein. Extra site reconnaissance (beyond the two - scheduled site reconnaissance) may be required when there is more than two inches of rainfall within a 24 -hour period. The City and Consultant shall confer on whether extra site reconnaissance is necessary before Consultant proceeds with such work. City shall pay Consultant fixed fee basis, as outlined within the scope of work as described in Exhibits "A, B, C and D" for extra site reconnaissance. For meetings with City staff, City shall pay Consultant on a time - and - materials basis, as outlined within the rate schedule described in Exhibit "E ". Consultant shall confer with City and receive written permission from City staff before conferring with other agencies, and /or landowners regarding the work within the GHAD. a. Invoices submitted to City must contain a brief description of work performed, and City reference number . Payment shall be made within thirty (30) days of receipt of Consultant's invoice. 6. Sufficiency of Consultant's Work. By executing this Agreement, Consultant warrants 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 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. 04/05 Page 2 of 6