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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. 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 fullest extent permitted by law(including,without limitation, California Civil Code §§ 2782,2782.6 and 2782.8),Consultant shall defend(with legal counsel reasonably acceptable to the City), indemnify, and hold harmless, the City and its officers,agents and employees(collectively"Indemnitees")from and against any and all claims, loss,cost, damage, injury(including,without limitation, injury to or death of an employee of Consultant or its Subconsultants),expense,and liability of every kind,nature and description (including,without limitation, incidental and consequential damages,court costs,attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in connection therewith and costs of investigation)arising from, or alleged to have arisen from, pertain to,or relate to, directly or indirectly, in whole or in part,the negligence,reckless, or 5/16 Page 3 of 7