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Rev. 11/23 Page 3 of 6
<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, nondiscrimination,
<br />payroll records, apprentices, workers' compensation and payment of prevailing wages as determined by
<br />Director of the California Department of Industrial Relations. Consultant shall post, at each job site, a
<br />copy of the prevailing rate of per diem wages. Consultant shall forfeit fifty dollars ($50.00) for each
<br />calendar day or portion thereof for each worker paid less than the stipulated prevailing rates for any
<br />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 by
<br />mailing a notice in writing to Consultant. The Agreement shall then be deemed terminated, and
<br />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 performed 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 only
<br />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. Force Majeure Provision. Notwithstanding any other provisions of this Agreement, the
<br />Consultant shall not have liability for any delays, expenses, losses, damages or be deemed in
<br />breach for liabilities which are caused by any factor outside of its reasonable control, including
<br />but not limited to natural disasters, epidemics, pandemics, quarantine restrictions, adverse
<br />weather, or acts of the Company, third parties, or governmental agencies.
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<br />14. 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 to the fullest
<br />extent permitted by law and in accordance with California Civil Code Section 2782.8 defend
<br />(with legal counsel reasonably acceptable to the City), indemnify, and hold harmless, the City and
<br />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 employee
<br />of Consultant or its Subconsultants), expense, and liability of every kind, nature and description
<br />(including, court costs, attorneys’ fees, litigation expenses and fees of expert consultants or expert
<br />witnesses incurred in connection therewith and costs of investigation) arising from, pertain to, or
<br />relate to the negligence, reckless, or willful misconduct of the Consultant, any Subconsultant,
<br />anyone directly or indirectly employed by them, or anyone that they control (collectively
<br />“Liabilities”) in the performance of its services under this Agreement, regardless of whether the
<br />City has reviewed or approved the work or services which has given rise to the claim, loss, cost,
<br />damage, injury or liability for damages. This indemnification shall extend for a reasonable period
<br />of time after completion of the project as well as during the period of actual performance of
<br />Docusign Envelope ID: 3D826430-0881-4A15-9722-CCA5A23DA423Docusign Envelope ID: 2430EB25-F48A-45D4-91C5-9340C4FBB5C9
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