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a. Invoices submitted to City must contain a detailed description of work performed, <br /> costs and City reference number. Payment shall be made within thirty (30)days of <br /> receipt of Consultant's invoice and approved by City. <br /> b. Upon completion of work and acceptance by City,Consultant shall have sixty(60) <br /> days in which to submit final invoicing for payment. An extension may be granted by <br /> City upon receiving a written request thirty (30)days in advance of said time <br /> limitation. The City shall have no obligation or liability to pay any invoice for work <br /> performed which the Consultant fails or neglects to submit within sixty(60)days, or <br /> any extension thereof granted by the City,after the work is accepted by the City. <br /> 5. Sufficiency of Consultant's Work. All marketing, ads,productions,and work product shall <br /> be adequate and sufficient to meet the purposes for which they are prepared. <br /> 6. Ownership of Work. All ads, productions,drawings, designs,and marketing programs and <br /> deliverables,work product,and all other documents completed or partially completed by <br /> CONSULTANT in the performance of this Agreement shall become the property of the CITY. <br /> All materials shall be delivered to the City upon completion or termination of the work under this <br /> Agreement. If any materials are lost,damaged or destroyed before final delivery to the City, the <br /> Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all <br /> materials is hereby assigned to the City and the Consultant agrees to execute any additional <br /> documents that may be necessary to evidence such assignment. Consultant shall keep materials <br /> confidential. Materials shall not be used for purposes other than performance of services under <br /> this Agreement and shall not be disclosed to anyone not connected with these services, unless the <br /> City provides prior written consent. <br /> 7. Changes. City may request changes in the scope of services to be provided by Consultant. <br /> Any changes and related fees shall be mutually agreed upon between the parties and subject to a <br /> written amendment to this Agreement. <br /> 8. Consultant's Status. In performing the obligations set forth in this Agreement, Consultant <br /> shall have the status of an independent contractor and Consultant shall not be considered to be an <br /> employee of the City for any purpose. All persons working for or under the direction of <br /> Consultant are its agents and employees and are not agents or employees of City. <br /> 9. Termination for Convenience of City. The City may terminate this Agreement at any time <br /> by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated, <br /> and no further work shall be performed by Consultant. If the Agreement is so terminated,the <br /> Consultant shall be paid for that percentage of the work actually completed at the time the notice <br /> of termination is received. <br /> 10. Non-Assignability. The Consultant shall not assign, sublet,or transfer this Agreement or <br /> any interest or obligation in the Agreement without the prior written consent of the City, and <br /> then only upon such terms and conditions as City may set forth in writing. Consultant shall be <br /> solely responsible for reimbursing subcontractors. <br /> 2 ' Page <br />