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b. Upon completion of work and acceptance by Cities, Consultant shall have sixty (60) days in which to submit final invoicing for payment. An extension may be granted by Cities upon receiving a written request thirty (30) days in advance of said time limitation. The Cities 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 Cities, after the work is accepted by the Cities. 6. Sufficiency of Consultant's Work. By executing this Agreement, Consultant warrants that all services will be performed in a competent, professional and satisfactory manner. Should Consultant discover any latent or unknown conditions, it shall immediately inform the Cities and proceed only at its own risk until instructed by the Cities. 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 the Cities. All materials shall be delivered to the Cities upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the Cities, the Consultant shall replace them at its own expense. Any and all copyrightable subject matter in all materials is hereby assigned to the Cities 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 Cities provide prior written consent. 8. Changes. Cities upon mutual agreement 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. 9. 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 Cities 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 the Cities. 10. Labor Code/Prevailing Wages. To the extent applicable, Consultant shall comply with the requirements of the California Labor Code including but not limited to hours of labor, nondiscrimination, payroll records, apprentices, workers' compensation and payment of prevailing wages as determined by Director of the California Department of Industrial Relations. Consultant shall post, at each job site, a copy of the prevailing rate of per diem wages. Consultant shall forfeit fifty dollars ($50.00) for each calendar day or portion thereof for each worker paid less than the stipulated prevailing rates for any public work done under the Agreement by it or by any subcontractor. 11. Termination of Convenience of City. The Cities upon mutual agreement may terminate this Agreement at any time by mailing a notice in writing to Consultant. 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. 04/05 Page 2 of 6