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contract amount expended and City reference number ------------. Payment shall be made within thirty (30) days of receipt of Consultant's invoice. b. Upon completion of work and acceptance by City, Consultant shall have sixty (60) days in which to submit tinal invoicing for payment. An extension maybe granted by City upon receiving a written request thirty (30) days in advance of said time limitation. The City shall have no obligation or liability to pay any invoice for work performed which the Consultant fails or neglects to submit within sixty (60) days, or any extension thereof granted by the City, after the work is accepted by the City. ~. SutiicieneV of Consultant's Work. In providing services under this Agreement, Consultant will endeavor to perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing in the same locale and under the same circumstances. Should Consultant discover any latent or unknown conditions, it shall immediately inform City and proceed only at its own risk until instructed by City. 7. Ownership of Work. All reports, work data, plans, drawings, specifications, designs, photographs, images, works of authorship and all other documents completed or partially completed by Consultant in the performance of this Agreement ("materials") shall become the property of City. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. [f any materials are lost, damaged or destroyed before tinal 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 and 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. 'Che City acknowledges that any and all information produced by Consultant under this agreement, including plans, specifications, data, reports, construction documents or electronic files ("documents"), arc instruments of professional service. Nevertheless, such documents will be become the property upon completion of work and payment in full of all monies due the Consultant. [n the event the City consents to, allows, authorizes or approves of changes to such documents, and these changes are not approved in writing by the Consultant, the City recognizes that such changes and the results thereof are not the responsibility of the Consultant. Therefore, the City agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and subconsultants (collectively, Consultant) against any claims, damages, liability or costs, including reasonable attorneys' fees and defense costs, arising or allegedly arising from or in way connected with the unauthorized reuse or modification of the documents by the City. [n the event that Consultant's services are terminated in accordance with this agreement, this provision shall also apply to documents delivered to City after such termination. Such delivery shall be contingent upon payment in full of all monies then due Consultant. 04/05 ('age 2 of 6