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b. Upon completion of work and acceptance by City, Consultant shall have sixty(60) days in which to submit final invoicing for payment. An extension may be granted by City upon receiving a written request thirty(30)days in advance of said time limitation. 5. Sufficiency of Consultant's Work/Standard of Performance. All work product and all other documents prepared by Consultant shall be adequate and sufficient to meet the purposes for which they are prepared. Consultant shall perform the services in accordance with generally accepted professional practices and principals and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by members of the Consultant's profession practicing in California. 6. Ownership of Work. All work product and all other documents completed or partially completed by Consultant in the performance of this Agreement upon payment to Consultant, 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.Notwithstanding the foregoing, Consultant shall have no confidentiality obligation with respect to information that: 1) becomes generally available to the public other than as a result of disclosure by Consultant or its agents or employees; 2)was available to Consultant on a non-confidential basis prior to its disclosure by City; and 3)becomes available to Consultant from a third party who is not, to the knowledge of Consultant, bound to retain such information in confidence. 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 of City. The 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, 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. The Consultant 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. 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 out of, pertaining to, or relating to the negligence, Page 2 of 6