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<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 City
<br />provides prior written consent.
<br />8. Changes. City may request changes in the scope of services to be provided by Consultant.
<br />Any changes and related fees shall be mutually agreed upon between the parties and subject to a
<br />written amendment to this Agreement.
<br />9. Consultant's Status. In performing the obligations set forth in this Agreement, Consultant
<br />shall have the status of an independent contractor and Consultant shall not be considered an
<br />employee of the City for any purpose. All persons working for or under the direction of
<br />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 any time
<br />by mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated,
<br />and no further work shall be performed by Consultant. If the Agreement is so terminated, the
<br />Consultant shall be paid for that percentage of the work actually completed at the time the notice
<br />of termination is received.
<br />12. Non-Assignability. The Consultant shall not assign, sublet, or transfer this Agreement or any
<br />interest or obligation in the Agreement without the prior written consent of the City, and then
<br />only upon such terms and conditions as City may set forth in writing. Consultant shall be solely
<br />responsible for reimbursing subconsultants.
<br />13. Indemnity and Hold Harmless. To the fullest extent permitted by law (including, without
<br />limitation, California Civil Code §§ 2782, 2782.6 and 2782.8), Consultant shall defend (with
<br />legal counsel reasonably acceptable to the City), indemnify, and hold harmless, the City and its
<br />officers, agents and employees (collectively “Indemnitees”) from and against any and all claims,
<br />loss, cost, damage, injury (including, without limitation, injury to or death of an employee of
<br />Consultant or its Subconsultants), expense, and liability of every kind, nature and description
<br />including, without limitation, incidental and consequential damages, court costs, attorneys’ fees,
<br />litigation expenses and fees of expert consultants or expert witnesses incurred in connection
<br />therewith and costs of investigation) arising from, or alleged to have arisen from, pertain to, or
<br />relate to, directly or indirectly, in whole or in part, the negligence, reckless, or willful misconduct
<br />of the Consultant, any Subconsultant, anyone directly or indirectly employed by them, or anyone
<br />that they control (collectively “Liabilities”) in the performance of its services under this
<br />Agreement, regardless of whether the City has reviewed or approved the work or services which
<br />has given rise to the claim, loss, cost, damage, injury or liability for damages. This
<br />indemnification shall extend for a reasonable period of time after completion of the project as
<br />well as during the period of actual performance of services under this Agreement. The City's
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<br />DocuSign Envelope ID: 3A632571-5721-4508-8A88-F0EF63D614A7
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