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Should Consultant discover any latent or unknown conditions, it shall immediately inform City and proceed only at its own risk until instructed by City 6 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 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 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 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 Labor Code/1Prevailing 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 10 Termination of Convenience of City The City 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 11 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 only upon such terms and conditions as City may set forth in writing Consultant shall be solely responsible for reimbursing subcontractors 12 Indemnity and Hold Harmless. Consultant shall defend, indemnify, and hold harmless, the City and its officers, agents and employees from and against all claims, losses, damage, injury, and liability for damages arising from, or alleged to have arisen from, errors, omissions, negligent or wrongful acts of the Consultant in the performance of its services under this Agreement, regardless of whether the City has reviewed or approved the work or services which has 05/16 Page 2 of 5