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13. Consultant as Independent Contractor. In performing the obligations set forth
<br /> in this Agreement, Consultant shall have the status of an independent contractor and Consultant
<br /> shall not be considered to be an employee of the City for any purpose. All persons working for
<br /> or under the direction of Consultant are its agents and employees and are not agents or
<br /> employees of City. Consultant's responsibilities shall not be delegated. Consultant shall be
<br /> responsible to the City for acts, errors, or omissions of Consultant's agents, employees, and
<br /> subconsultants.
<br /> 14. Labor Code/Prevailing Wages. To the extent applicable, Consultant shall comply with
<br /> the requirements of the California Labor Code including but not limited to hours of labor,
<br /> nondiscrimination, payroll records, apprentices, workers'compensation and payment of prevailing
<br /> wages as determined by Director of the California Department of Industrial Relations. Consultant shall
<br /> post, at each job site, a copy of the prevailing rate of per diem wages. Consultant shall forfeit fifty
<br /> dollars($50.00) for each calendar day or portion thereof for each worker paid less than the stipulated
<br /> prevailing rates for any public work done under the Agreement by it or by any subconsultant.
<br /> 15. Termination of Convenience of City. The City may terminate this Agreement at
<br /> any time by mailing a notice in writing to Consultant. The Agreement shall then be deemed
<br /> terminated, and no further work shall be performed by Consultant. If the Agreement is so
<br /> terminated, the Consultant shall be paid for that percentage of the work actually completed at the
<br /> time the notice of termination is received.
<br /> 16. Non-Assignability. The Consultant shall not assign, sublet, or transfer this
<br /> Agreement or any interest or obligation in the Agreement without the prior written consent of the
<br /> City, and then only upon such terms and conditions as City may set forth in writing. Consultant
<br /> shall be solely responsible for reimbursing subconsultants.
<br /> 17. Indemnity and Hold Harmless. To the fullest extent permitted by law
<br /> (including, without limitation, California Civil Code §§ 2782, 2782.6 and 2782.8), Consultant
<br /> shall defend(with legal counsel reasonably acceptable to the City), indemnify, and hold
<br /> harmless, the City and its officers, agents and employees (collectively"Indemnitees") from and
<br /> against any and all claims, loss, cost, damage, injury(including, without limitation, injury to or
<br /> death of an employee of Consultant or its Subconsultants), expense, and liability of every kind,
<br /> nature and description(including, without limitation, incidental and consequential damages,
<br /> court costs, attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses
<br /> incurred in connection therewith and costs of investigation)that arising from, or alleged to have
<br /> arisen from, pertain to, or relate to, directly or indirectly, in whole or in part, the negligence,
<br /> reckless, or willful misconduct of the Consultant, any Subconsultant, anyone directly or
<br /> indirectly employed by them, or anyone that they control (collectively"Liabilities") in the
<br /> performance of its services under this Agreement, regardless of whether the City has reviewed or
<br /> approved the work or services which has given rise to the claim, loss, cost, damage, injury or
<br /> liability for damages. This indemnification shall extend for a reasonable period of time after
<br /> completion of the project as well as during the period of actual performance of services under
<br /> this Agreement. The City's acceptance of the insurance certificates required under this
<br /> Agreement does not relieve the Consultant from its obligation under this paragraph. To the
<br /> extent that there is an obligation to indemnify under this Section 13, Consultant shall be
<br /> responsible for incidental and consequential damages resulting directly or indirectly, in whole or
<br /> in part, from Consultant's negligence, reckless or willful misconduct.
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