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3. Sufficiency of Consultant's Work. Consultant agrees <br />that all reports, drawings and plans prepared for City shall be <br />adequate and sufficient to meet the purposes for which they are <br />performed. '~ <br /> <br /> 4. Ownership of Documents. All documents completed or <br />partially completed by the Consultant in the performance of this <br />Agreement shall become the property of the City upon completion <br />of the project or termination of this Agreement. The Consultant <br />may retain a copy of all material produced by the Consultant <br />pursuant to this Agreement for use in its general business <br />activities. Should the City desire to reuse work produced under <br />this Agreement, the City shall defend, indemnify, and hold <br />harmless, the Consultant, its officers, employees and <br />sub-consultants. <br /> <br /> 5. Term. It is recognized by both parties hereto that <br />time is of the essence. Consultant shall begin work on the date <br />first above written.~ The Consultant shall submit to the City for <br />approval a project schedule. During the term of this project, <br />the Consultant shall update the schedule with City's written <br />approval .of any adjustment. <br /> <br /> 6. Compensation. For the services to be rendered <br />hereunder, City shall pay Consultant on a time-and-materials <br />basis, not to exceed Forty-five Thousand Two Hundred Twenty Eight <br />and 00/100 Dollars ($45,228.00). Partial payment in the amount <br />as stated in Exhibit "A" and incorporated herein by this <br />reference shall be permitted. <br /> <br /> 7. Changes. City may request, from time to time, changes <br />in the scope of services to be provided by Consultant. Any <br />change shall be mutually agreed upon between City and Consultant. <br /> <br /> 8. Consultant's Status. In the performance of the <br />obligations set forth in this agreement, Consultant shall have <br />the status of an independent contractor and Consultant shall not <br />be considered to be an employee of the City for any purpose. All <br />persons working for or under the direction of Consultant are its <br />agents, servants, and employees and are not agents, servants, or <br />employees of City. <br /> <br /> 9. Termination of Convenience of City. The City may <br />terminate this agreement any time by mailing a notice in writing <br />to Consultant that the Agreement is terminated. Said Agreement <br />shall then be deemed terminated, and no further work shall be <br />performed by Consultant. If the Agreement is so terminated, the <br />Consultant shall be paid for that percentage of the work actually <br />completed, based on a pro rata portion of the maximum <br />compensation described in Section 7 herein at the time the notice <br />of termination is received. <br /> <br /> 10. Non-Assignability. Except for work of sub-contractors <br />with specialized qualifications, the Consultant shall not assign, <br />sublet, or transfer this Agreement or any interest or obligation <br />therein without the prior written consent of the City, and then <br /> <br /> - 2 - <br /> <br /> <br />