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5. Sql"ligieIgl:,gf C,gls"1iltant'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 Wqfk. All work product and all other documents completed or partially completed by Consultant in the perfbrmance 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. lf any rnaterials 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 fbr 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 Stirtus. In performing the obligations set forth in this Agreement, Consultant shall have the status ofan 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 oremployees of City. 9. Termination {oJ Convenie(l-S"e of City. The City may terminate this Agreement at any time by rnailing a notice in writing to Consultant. The Agreement shall then be deemed terrninated, and no furtherwork shall be performed by Consultant. If the Agreement is soterminated. the Consultant shall be paid for that percentage of the work actually completed at the time the notice of t6rmination is received. 10. Non-Assienability. 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 only upon such terms and conditions as City may set forth in writing. Consultant shall be so le ly respon s i b le for reim bursin g su bcontractors. I l. Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, the City and its officers, agents and employees from and against all claims, losses, damage. injury, and liability for damages arising from, or alleged to have arisen from, errors, omissions, negligent or wrongful acts of the Consultant in the performance of its services under this Agreement, regardless of whether the City has reviewed or approved the work or services which has given rise to the clairn, loss, damage. injury or liability for damages. This indemnification shall extend for a reasonable period of tirne after completion of the project as well as during the period of actual performance of services under this Agreement. The (lit-v's ilcceptilnce o1'thc insurance cefiificates required underthis Agreernent does not relieve the Consultant from its obligation under this paragraph. 12. Insura["ce. During the term of this Agreement, Consultant shall maintain in full force and effect. at its orvn cost and cxpensc. insurancc covcragcs r.vith irrsurers rvith an;\.MI. lJesl's rating of no less than A:Vll. Contractor shall have the obligation to furnish City, as additional insured, ZlP a ge Docusign Envelope ID: 06F41802-E38F-4C02-835D-37EB0F70EFA7