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a. Invoices submitted to City must contain a brief description of work performed,time <br />used and City reference number. Payment shall be made within thirty (30) days of <br />receipt of Consultant's invoice and approved by City. <br />b. Upon completion of work and acceptance by City, Consultant shall have sixty (60) <br />days in which to submit final invoicing for payment. An extension may be granted by <br />City upon receiving a written request thirty (30) days in advance of said time <br />limitation. The City shall have no obligation or liability to pay any invoice for work <br />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 />2IPage <br />DocuSign Envelope ID: 177B557A-79FB-4E9E-B338-6359A5FCBAB8