ARCHITECTS ORANGE, LLP D.B.A AO (#2026346)

Page 2 of 8 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. Failure to dispute an invoice within sixty (60) days shall constitute City's acceptance of the invoice and the related charges. 5. Sufficiency of Consultant’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 Work. Each party, including its independent contractors and subcontractors, retains all intellectual property rights arising prior to or independent of this Agreement. Provided the Consultant has received payment for its related services and except for the standard details, notes and design components of the Consultant and its subcontractors, all work product and all other documents completed or partially completed by Consultant in the performance 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 to the extent City is not in breach of this Agreement. If any materials 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 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. Unless consented to by the Consultant, Consultant shall not be liable for any modifications to or reuse of the Materials that are made by City or for the use of the Materials for any purpose other than the purposes contemplated by this Agreement. 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 Status. In performing the obligations set forth in this Agreement, Consultant shall have the status of an 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 or employees of City. 9. Termination. Either party may terminate this Agreement upon not less than seven (7) days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. The Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, the Consultant shall be paid for that percentage of the work actually completed at the time the notice of termination is received and for approved reimbursable expenses incurred. Consultant may suspend the services in the event of: (a) non-payment; (b) any breach by City; or (c) if required to avoid harm to Consultant or any third party. Such suspension will only apply to those parts of the services to the extent and duration necessary to address the breach or threat and in case of non-payment, until payment is received in full. 10. Non-Assignability. 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 Docusign Envelope ID: 5C509772-AD72-46D8-8489-9AF68D088296Docusign Envelope ID: AEF3E0F6-239B-412C-A00B-0D324718521B