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<br />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.
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<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.
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<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 to be 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.
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<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.
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<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.
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<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.
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<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 />DocuSign Envelope ID: 9D598DAC-5F24-41FA-B827-97D013A47ECADocuSign Envelope ID: CEB20404-63F8-4DC5-AE6A-C5FC89DB6F87
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