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by 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 any <br />extension thereof granted by the City, after the work is accepted by the City. <br /> <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 /> <br />6. Ownership of Work. Both Consultant and City shall jointly own any and all work product created <br />by the Consultant on behalf of City pursuant to this Agreement. Nothing herein shall result in the <br />transfer of any ownership rights from Consultant to City for any previously created and/or copyrighted <br />material owned by Consultant. To the extent that the work product created by Consultant for City <br />incorporates any such previously created and/or copyrighted material into such work product, <br />Consultant grants to City an irrevocable and unrestricted license to use such previously created and/or <br />copyrighted material for City’s internal use. The City shall ensure that these editable materials, including <br />MS Word training PowerPoint presentations, are used only for City’s internal use and, unless required <br />by law, not released or made available via internet, on disk, or otherwise to anyone outside the City <br />business operations. <br /> <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 /> <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 employee of <br />the City for any purpose. All persons working for or under the direction of Consultant are its agents and <br />employees and are not agents or employees of City. <br /> <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 shall <br />be paid for that percentage of the work actually completed at the time the notice of termination is <br />received. <br /> <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 upon <br />such terms and conditions as City may set forth in writing. Consultant shall be solely responsible for <br />reimbursing subcontractors. <br /> <br />11. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, the City <br />and its officers, agents and employees from and against all claims, losses, damage, injury, and liability <br />for damages arising from, or alleged to have arisen from, errors, omissions, negligent or wrongful acts of <br />the Consultant in the performance of its services under this Agreement, regardless of whether the City <br />has reviewed or approved the work or services which has given rise to the claim, loss, damage, injury or <br />liability for damages. This indemnification shall extend for a reasonable period of time after completion <br />of the project as well as during the period of actual performance of services under this Agreement. The <br />Page 33 of 46