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bidding is not to be construed as "publication ". Permission for re -use must be sought and conferred in writing upon request to Copyright holder, which request shall not be unreasonably withheld. 8. 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. 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 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. 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 subconsultant. 11. 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. 12. 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 subconsultants. 13. Indemnity and Hold Harmless. To the full extent permitted by law, (S.B. 972 modifications to Civil Code Section 2782.8 in effect on January 1, 2011 shall be in effect as a part of this agreement) except as modified and herein stipulated, CONSULTANT shall defend, indemnify and hold harmless, the City of Pleasanton, its officers, agents, and employees, from any and all losses, injuries, liability, claims, damages, actions and expenses, including costs and attorney's fees, for injury to, or death of any person or damage to any property that is alleged to have been caused by, pertains to, or is related to the negligence, recklessness, or willful misconduct of the CONSULTANT. CONSULTANT'S insurance coverage and therefore the extent of this indemnity extends no coverage for that part of any loss attributable to the CITY'S own negligence or the negligence of others. The CITY shall have the right to approve counsel employed to defend, such approval shall not be unreasonably withheld. The limit on this indemnification shall extend for a year after the CITY takes occupancy of "the work." Page 3 of 6