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City shall have no obligation or liability to pay any invoice for work performed which <br />the Consultant fails or neglects to submit within sixty (60) days, or any extension thereof <br />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 under <br />this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City , <br />the Consultant shall replace them at its own expense. Consultant shall keep materials confidential. <br />Materials shall not be used for purposes other than performance of services under this Agreement <br />and shall not be disclosed to anyone not connected with these services , unless the City provides <br />prior written consent. <br />7. Changes. City may request changes in the scope of services to be provided by Consultant. Any <br />changes and related fees shall be mutually agreed upon between the parties and subject to a written <br />amendment to this Agreement. <br />8. Consultant's Status . In performing the obligations set forth in this Agreement, Consultant shall <br />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 Consultant <br />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 by <br />mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated , and no <br />further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant <br />shall be paid for that percentage of the work actually completed at the time the notice of termination <br />is received. <br />10. Non-Assignability. The Consultant shall not assign , sublet,. or transfer this Agreement or any <br />interest or obligation in the Agreement without the prior written consent of the City , and then only <br />upon such terms and conditions as City may set forth in writing. Consultant shall be solely <br />responsible for reimbursing subcontractors. <br />11 . Indemnity and Hold Harmless. Consultant shall defend, indemnify , and hold harmless , the <br />City and its officers, agents and employees from and against all claims, losses, damage, injury , and <br />liability for damages arising from , or alleged to have arisen from , errors , omissions, negligent or <br />wrongful acts of the Consultant in the performance of its services under this Agreement, regardless <br />of whether the City has reviewed or approved the work or services which has given rise to the <br />claim, loss , damage, injury or liability for damages. This indemnification shall extend for a <br />reasonable period of time after completion of the project as well as during the period of actual <br />performance of services under this Agreement. The City 's acceptance of the insurance certificates <br />required under this Agreement does not relieve the Consultant from its obligation under this <br />paragraph. <br />2 1Pagc <br />DocuSign Envelope ID: 5F7F0DD3-A23A-40A0-BB95-4728BC0C6B49