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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. 5. Sufficiency of Consultant's Work. All reports, drawings, designs, plan review comments, and work product shall be adequate and sufficient to meet the purposes for which they are prepared. 6. Ownership of Work. All reports, drawings, designs, plan review comments, work product, and all other documents completed or partially completed by Consultant in the performance of this Agreement shall become the property of City. All materials shall be delivered to City upon completion or termination of the work under this Agreement. If any materials are lost, damaged, or destroyed before final delivery to City, Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to City, and Consultant agrees to execute any additional documents that may be necessary to evidence such assignment. Consultant shall keep materials confidential. Materials 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 City provides prior written consent. 7. 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. 8. Consultants Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an independent contraclor, and Consultant shall not be considered to be an employee of 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. 9. Termination of Convenience of City. City may terminate this Agreement at any time by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is received. 10. Non-Assignability. Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of City, and then only upon such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for reimbursing subcontractors. 11. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, City and its officers, agents, and employees from and against all claims, losses, damage, injury, and liability for damages arising from, or allegec to have arisen from, errors, omissions, negligent, or wrongful acts of Consultant in the performance of its services under this Agreement, regardless of whether City has reviewed or approved Page 2 of 6