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<br />performance thereof, and such other matters as the parties deem appropriate for the <br />accomplishment of such services. Except to the extent modified by an amendment or <br />task order, all other terms and conditions of this Agreement shall be deemed <br />incorporated in each such amendment or task order. <br />If the City or the Agency directs or instructs the Developer to perform or <br />furnish any Service or work that Developer believes falls outside the scope of <br />Developer's Services and entitles it to additional compensation or an adjustment of the <br />Project Schedule, Developer shall promptly notify City and Agency in writing. Developer <br />shall give notice to City and Agency no later than two business days after the event <br />giving rise to the Developer's claim. No dispute over directed Services or work will <br />delay Developer's performance under this Agreement. <br />4. ASSIGNABILITY. Neither Developer, City nor Agency shall subcontract, assign, <br />sell, mortgage, hypothecate or otherwise transfer their respective interests or <br />obligations in this Agreement without the express prior written consent of the non- <br />transferring party. <br />5. STATUS. In the performance of Services hereunder, Developer and the <br />Developer's Contractors and Consultants are, and shall be, independent contractors. <br />Neither the City nor the Agency shall have any responsibility for payment to any <br />Consultant, Contractor, subcontractor or supplier of the Developer in connection with <br />performance of the Services. <br />6. DOCUMENTS. All documents, plans, drawings, renderings, and other papers, or <br />copies thereof, including drafts, working papers, prepared by Developer or Developer's <br />Contractors and Consultants pursuant to the terms of this Agreement (collectively <br />"Documents"), shall be and become the property of City and Agency. Developer shall <br />deliver all Documents to City and Agency on the earlier of (a) the substantial completion <br />date of the Project, (b) the date of termination of this Agreement for any reason prior to <br />substantial completion of the Project, or (c) within three days of a written request from <br />City. The Documents may be used by City or Agency and their agents, employees, <br />representatives, and assigns, in whole or in part, or in modified form, for all purposes <br />City or Agency may deem advisable in connection with completion and maintenance of, <br />and additions to, the Streetscape Improvements and Street Modifications and/or the <br /> <br />Atty/Agr/2005.072 <br />101105 <br />840847v12 33786/0001 LBack <br /> <br />11 <br />