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shall be delivered to the City upon completion or termination of the work under this Agreement.
<br /> If any materials are lost, damaged or destroyed before final delivery to the City,the Consultant
<br /> shall replace them at its own expense. Any and all copyrightable subject matter in all materials
<br /> is hereby assigned to the City and the Consultant agrees to execute any additional documents that
<br /> may be necessary to evidence such assignment. Consultant shall keep materials confidential and
<br /> the materials shall not be used for purposes other than performance of services under this
<br /> Agreement and shall not be disclosed to anyone not connected with these services, unless the
<br /> City provides prior written consent.
<br /> 8. Changes. City may request changes in the scope of services to be provided by
<br /> Consultant. Any changes and related fees shall be mutually agreed upon between the parties and
<br /> subject to a written amendment to this Agreement.
<br /> 9. Consultant's Status. In performing the obligations set forth in this Agreement,
<br /> Consultant shall have the status of an independent contractor and Consultant shall not be
<br /> considered to be an employee of the City for any purpose. All persons working for or under the
<br /> direction of Consultant are its agents and employees and are not agents or employees of City.
<br /> 10. Labor Code/Prevailing Wages. To the extent applicable, Consultant shall comply with the
<br /> 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 /> 11. 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 /> 12. 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 /> 13. Indemnity and Hold Harmless. To the fullest extent permitted by law(including,
<br /> without limitation, California Civil Code §§ 2782,2782.6 and 2782.8), Consultant shall defend
<br /> (with legal counsel reasonably acceptable to the City), indemnify, and hold harmless,the City
<br /> and its officers, agents and employees(collectively"Indemnitees")from and against any and all
<br /> claims, loss,cost, damage, injury (including,without limitation, injury to or death of an
<br /> employee of Consultant or its Subconsultants),expense, and liability of every kind, nature and
<br /> description(including,without limitation, incidental and consequential damages,court costs,
<br /> attorneys' fees, litigation expenses and fees of expert consultants or expert witnesses incurred in
<br /> connection therewith and costs of investigation)arising from, or alleged to have arisen from,
<br /> pertain to, or relate to,directly or indirectly, in whole or in part,the negligence, reckless,or
<br /> willful misconduct of the Consultant, any Subconsultant,anyone directly or indirectly employed
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