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/ caused by negligent acts, errors, omissions, noncompliance with high industry standards, or the willful misconduct of Consultant. 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 City. Consultant agrees that all copyrights which arise from creation of the work p Y pursuant to this Agreement shall be vested in the City, and Consultant waives and relinquishes all claims to copyright or other intellectual property rights in favor of the 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 ned to the City and the Consultant agrees to execute any additional documents that may necessary to evidence such assignment. Consultant shall keep materials confidential and the materials 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. Citymay request changes in the scope of services to be provided by Consultant. Anychanges 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 consideredemployee to be an em to ee 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, ination payroll records, apprentices,workers' compensation and payment of prevailing nondiscrimination, p y pp wages as determined byDirector of the California Department of Industrial Relations. Consultant shall post, at eachjob a site, copyof the prevailing rate of per diem wages. Consultant shall forfeit fifty or portion($50.00) for each calendar day thereof for each worker paid less than the stipulated prevailing an rates for public work done under the Agreement by it or by any subconsultant. Y 11. Termination of Convenience of City. The City may terminate this Agreement at time bymailinga notice in writing to Consultant. The Agreement shall then be deemed any Agreement is so terminated, and no further work shall be performed by Consultant. If the A g 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 anyinterest or obligation in the Agreement without the prior written consent of the g City, and then onlyupon such terms and conditions as City may set forth in writing. Consultant p 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 Page 3 of 7