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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. S. Sufficiency of Consultant's Work. All work product and all other documents prepared by Consultant shall be adequate and sufficient to meet the purposes for which they are prepared. 6. Ownership of Work. All work product and A other documents completed or partially completed by Consultant in the performance of this Agreement shall become the property of the City. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the 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 the 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. Consultant's Status. In performing 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 and employees and are not agents or employees of City. 9. Termination for Convenience. Either party may terminate this Agreement at any time by mailing a notice in writing to the other party. The Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is received. 10. Non -Assignability. Neither party shall assign, sublet, or transfer this Agreement or any interest or obligation in the Agreement without the prior written consent of the other party, which consent shall not unreasonably be withheld. The only exception is that this Agreement may unilaterally be assigned by either party to an affiliate, successor or assign in a change of corporate control that does not materially affect the duties of the other party hereunder. This Agreement is entered into solely for the benefit of the parties hereto, and nothing in this Agreement whether express or implied is intended to confer any rights or remedies on any other person or party other than the parties hereto and their respective successors and assigns. Consultant shall not subcontract this Agreement without the prior written consent of the City. Consultant shall be solely responsible for reimbursing subcontractors. 11. Indemnity and Hold Harmless. Consultant 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 to the extent arising from, or alleged to have arisen 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 or approved the work or services 2 1 P a g e