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Page 2 of 6 or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City. 5. 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 all 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. City agrees that each of Consultant’s associates and/or sub-contractors will only be able to obtain a direct contract or professional services agreement with the City, only after the expiration of the contract or professional services agreement with Consultant AND only after 2 years from the expiration date of the contract or professional services agreement with Consultant. City agrees to hire one of Consultant’s associates and/or sub-contractors as a full time, permanent, fully benefited employee of the City, only after City has performed a recruitment AND the associate and/or sub-contractor has billed 960 hours to the City. City agrees to hire one of Consultant’s associates and/or sub-contractors as a part time, non-benefited employee on the City’s payroll only after the associate and/or sub-contractor has billed 960 hours to the City and the City pays a fee of 5% of the associate and/or sub contractor’s annualized wages based on the hourly rate charged, to Consultant. If City employs Consultant’s associates and/or sub-contractors through another temporary service or staffing agency, City agrees to pay a fee of 10% of the associate and/or sub-contractor’s annualized wages based on the hourly rate charged, to Consultant. 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 Docusign Envelope ID: D24C6AE7-D9B6-4952-B58C-43B4D85F534E