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ATTACHMENT 1 5. Sufliciencv of Consaltant'a Work. All reports, drawings, designs, plan review comments and work product shall be adequate and sufficient to meet the purposes for which they are prepared. 6. Ownership of Work. Intentionally deleted; Not applicable. 7. Chances. 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'a Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an indepardent 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 agarts and employees and are not agents or employees of City. 9. Termination for Convenience of Citv. Either party may terminate this Agreement by mailing a thirty day notice in writing to Consultant. The Agreemart shall than be deemed terminated thirty days from the date of the receipt of such notice or upon a date indicated in the termination notice if greater than thirty days, and no further work shall be performed by Consultant. If the Agreemart is so terminated, the Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is effective. 10. Non-Asaisaability. The Consultant shall not assign, sublet, or transfer this Agreement or any interest or obligation in the Agreemart without the prior writtar consent of the City, and then only upon such teens and conditions as City may set forth in writing except that Consultant may assign this Agreement in connection wiW any sate or security interest involving all or substantially all of its assets or any other transaction in which more than fifty percent of its voting securities are transferred. Consultant shalt be solely responsible for reimbursing subcontractors. 11. Indemnity and Hold Harmless. Consultant agrees to indemnify, defend and hold harmless City, its officers, directors, employees a~ agarts from and against all damages and costs (including reasonable attoreys' fees) finally awarded against City (or finally settled upon) and arising from or relating to: (i) any violation of law or claim of personal injury or tangible personal property damage arising, in whole or in part, out of or in connection with the negligent or willftml misconduct of Consultanh and (ii) any claim brought against City by a third party alleging that the Consultant's intellectual property directly infringes any patent, copyright, trademark or other intellectual property right or misappropriates any trade secret provided such claim does not arise from the misapplication or alteration or modification by City not at the direction of Consultant. This indemnification shall extend for a reasonable period of time after completion of the project as well as during the period of actual performance of services under this Agreement. The City's acceptance of the insurance certificates required wider this Agreement does not relieve the Consultant from its obligation under this paragraph. 2