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<br />City upon receiving a written request thirty (30) days in advance of said time limitation. The City <br />shall have no obligation or liability to pay any invoice for work performed which the Consultant <br />fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, <br />after the work is accepted by the City. <br /> <br /> 6. Sufficiency of Consultant's Work. By executing this Agreement, Consultant <br />warrants that all services will be performed in a competent, professional and satisfactory manner. <br />Should Consultant discover any latent or unknown conditions, it shall immediately inform City and <br />proceed only at its own risk until instructed by City. <br /> <br /> 7. Ownership of Work. All reports, work data, and all other documents completed <br />or partially completed by Consultant in the performance of this Agreement (“materials”) shall <br />become the property of City. All materials shall be delivered to the City upon completion or <br />termination of the work under this Agreement. If any materials are lost, damaged or destroyed <br />before final delivery to the City, the Consultant shall replace them at its own expense. Consultant <br />shall keep materials confidential and 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 /> <br /> 8. Changes. City may request changes in the scope of services to be provided by <br />Consultant. Any changes and related fees shall be mutually agreed upon between the parties and <br />subject to a written amendment to this Agreement. <br /> <br /> 9. Consultant's Status. In performing the obligations set forth in this Agreement, <br />Consultant shall have the status of an independent contractor and Consultant shall not be <br />considered to be an employee of the City for any purpose. All persons working for or under the <br />direction of Consultant are its agents and employees and are not agents or employees of City. <br /> <br /> 10. Termination of Convenience of City. The City may terminate this Agreement at <br />any time by mailing a notice in writing to Consultant. The Agreement shall then be deemed <br />terminated and no further work shall be performed by Consultant. If the Agreement is so <br />terminated, the Consultant shall be paid for that percentage of the work actually completed at the <br />time the notice of termination is received. <br /> <br /> 11. Non-Assignability. The Consultant shall not assign, sublet, or transfer this <br />Agreement or any interest or obligation in the Agreement without the prior written consent of the <br />City, and then only upon such terms and conditions as City may set forth in writing. Consultant <br />shall be solely responsible for reimbursing subcontractors. <br /> <br /> 12. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold <br />harmless, the City and its officers, agents and employees from and against all claims, losses, <br />damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, <br />omissions, negligent or wrongful acts of the Consultant in the performance of its services under <br />this Agreement, regardless of whether the City has reviewed or approved the work or services <br />which 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 /> <br />DocuSign Envelope ID: 052BD6C6-E0F9-4340-A0E5-39FB6A611A7ADocuSign Envelope ID: DBA61E0D-FB96-4F3C-AE20-C4D7982C06BE