|
shall be deli vered 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 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 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.
<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 employ ee 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 />Page 3 of7
<br />Docusign Envelope ID: 07796B34-1668-8B96-813E-7DF222D8AFB5
|