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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 work product and all other documents prepared by <br /> Consultant shall be adequate and sufficient to meet the purposes for which they are prepared. <br /> 6. Ownership of Work. All work product and all other documents completed or partially <br /> completed by Consultant in the performance of this Agreement shall become the property of the <br /> City. All materials shall be delivered to the City upon completion or termination of the work <br /> under this Agreement. If any materials are lost,damaged or destroyed before final delivery to <br /> the City,the Consultant shall replace them at its own expense. Any and all copyrightable subject <br /> matter in all materials is hereby assigned to the City and the Consultant agrees to execute any <br /> additional documents that may be necessary to evidence such assignment. Consultant shall keep <br /> materials confidential.Materials shall not be used for purposes other than performance of <br /> services under this Agreement and shall not be disclosed to anyone not connected with these <br /> services,unless the 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 /> 11. Indemnity and Hold Harmless. Consultant shall defend,indemnify,and hold harmless, <br /> the City and its officers,agents and employees from and against all claims,losses,damage, <br /> injury,and liability for damages arising from,or alleged to have arisen from,errors,omissions, <br /> negligent or wrongful acts of the Consultant in the performance of its services under this <br /> Agreement,regardless of whether the City has reviewed or approved the work or services which <br /> has given rise to the claim,loss,damage,injury or liability for damages. This indemnification <br /> shall extend for a reasonable period of time after completion of the project as well as during the <br /> period of actual performance of services under this Agreement. The City's acceptance of the <br /> insurance certificates required under this Agreement does not relieve the Consultant from its <br /> obligation under this paragraph. <br /> — - — --- — - 21Page <br />