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completed by mutually agreed upon timeframe. This three year contract will expire June 30, 2014. 7. Compensation. For the services to be rendered hereunder, City shall pay Consultant $147,876 in year one, $150,774 in year two and $153,729 in year three of this contract. a. Invoices submitted to City for payment 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 identifying the recruitment name. Payment shall be made within thirty (30) days of receipt of Consultant's invoice. 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. c. Included in each of the annualized fees above is a $3,000 per year fee to cover all costs associated with the MMSEA reporting requirements. 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. Either party may cancel this Agreement by giving thirty (30) days' notice of intention. Upon termination, ICS shall be entitled to only that pro rata fee based upon work actually accomplished as of the effective date of the termination. Any monies paid to the ICS in excess of the pro rata fee shall be refunded to the CLIENT. 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. Each party shall defend, indemnify, and hold harmless, the other party's 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