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a waiver of any breach or acceptance by the City of any responsibility,professional or otherwise, <br />for the work, and does not relieve the Consultant of responsibility for complying with the <br />standard of performance or laws,regulations, industry standards,or from liability for damages <br />caused by negligent acts, errors, omissions,noncompliance with high industry standards, or the <br />willful misconduct of Consultant. <br />7. Ownership of Work. All reports,work data,plans, drawings, specifications, designs, <br />photographs, images,works of authorship and all other documents completed or partially <br />completed by Consultant in the performance of this Agreement("materials") shall become the <br />property of City. Consultant agrees that all copyrights which arise from creation of the work <br />pursuant to this Agreement shall be vested in the City, and Consultant waives and relinquishes <br />all claims to copyright or other intellectual property rights in favor of the City. All materials <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. <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 />Page 3 of 7 <br />Docusign Envelope ID: 2D99A351-E158-8CDD-82A2-689CA4821DAD