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4. Sufficiency of ALVHS 's Work. By executing this Agreement, ALVHS warrants that all services will be performed in a competent, professional and satisfactory manner. 5. Ownership of Work. All reports, work data, plans, drawings, specifications, designs, photographs, images, works of authorship and all other documents completed or partially complete by ALVHS in the performance of the Agreement ("materials") for use at the Alviso Adobe Community Park shall become the property of City. All said materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any of said materials are lost, damaged or destroyed before final delivery to the City, the ALVHS shall replace them at its own expense. Any and all copyrightable subject matter for use at the Alviso Adobe Community Park produced by the ALVHS is hereby assigned to the City and the ALVHS agrees to execute any additional documents that may be necessary to evidence such assignment. ALVHS shall keep materials confidential upon written request by the City and shall not be used for purposes other than performance of services under the Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent. Said confidentiality, however, shall not be withheld in violation of federal and/or state laws. 6. Changes. City may request changes in the scope of work to be provided by ALVHS. Any changes and related fees shall be mutually agreed upon between the parties and subject to a written amendment to this Agreement. 7. ALVHS 's Status. In performing the obligations set forth in this Agreement, ALVHS (including its officers, directors, employees, agents, or volunteers) shall have the status of an independent contractor and shall not be considered to be an employee of the City for any purpose. Said persons working for or under the direction of ALVHS are its agents and employees and are not agents or employees of City. 8. Termination. The City may terminate this Agreement by written notice should ALVHS fail to substantially perform the services described herein, where failure to perform duties under this Agreement by ALVHS has not been reasonably corrected. The City may terminate the Agreement after providing ALVHS with thirty (30) days written notice of failure to perform, and after ALVHS has failed to correct non performance within sixty (60) days of notification. Upon failure to correct said non performance within sixty (60) days, the Agreement shall be deemed terminated and no further work shall be performed by ALVHS. If the Agreement is terminated, the City shall pay ALVHS up to the date of the City's termination letter based on a pro rata share of the monthly payment. 9. Non-Assignability. The ALVHS shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the City, and then only upon such terms and conditions as City may set forth in writing. 10. Indemnity and Hold Harmless. ALVHS shall defend, indemnify, and hold harmless, the City and its officers, agents and employees from and against all claims, losses, damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, omissions, negligent or wrongful acts of the ALVHS in the performance of its services under this Agreement, regardless of whether the City has reviewed or approved the work or services which Page 2