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DocuSign Envelope ID: 994D7BO4-A6E8-44B9-6853-2D49ACC73F7A <br />services. Each request, regardless of form, shall be deemed a work/change order governed by and <br />subject to the terms and conditions of this Agreement. <br />5. AMENDMENTS <br />Any work/change order that contains any terms contrary to those within this Agreement <br />shall be void, unless City and Consultant have expressly agreed in a writing, requiring approval <br />by the City Manager and the City Attorney's office. Consultant agrees and understands that <br />substantive changes to the terms of the Agreement are subject to approval by the City Council. <br />6. QUALIFIED PERSONNEL; NO ASSIGNMENT/SUBCONTRACTING <br />a. Services performed under this Agreement shall be performed only by competent <br />personnel under the supervision and employment of Consultant. Consultant will <br />confirm with City's reasonable requests regarding assignment of personnel, but all <br />personnel, including those assigned at City's request, shall be supervised by <br />Consultant. <br />b. Consultant is prohibited from assigning or subcontracting this Agreement or any part <br />of it unless such action is approved by City in writing. Nothing in this Agreement shall <br />be construed to limit the City's ability to have any of the services which are the subject <br />to this Agreement performed by City personnel or by other consultants retained by City. <br />7. PREVAILING WAGES <br />Consultant is aware of the requirements of California Labor Code Section 1720, et seq., <br />and 1770, et seq., as well as California Code of Regulations, Title 8, Section t6000, et seq., <br />("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the <br />performance of other requirements on "public works" and "maintenance" projects. If the services <br />being performed are part of an applicable "public works" or "maintenance" project, as defined by <br />the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to <br />fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the <br />City, its elected officials, officers, employees and agents free and harmless from any claim or <br />liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. <br />8. INDEPENDENT CONTRACTOR <br />Consultant shall, during the entire term of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor shall <br />it be construed to create an employer -employee relationship, a joint venture relationship, or to <br />allow the City to exercise discretion or control over the professional manner in which Consultant <br />performs the services which are the subject matter of this Agreement; however, the services to be <br />provided by Consultant shall be provided in a manner consistent with all applicable standards and <br />regulations governing such services. Consultant shall pay all salaries and wages, employer's social <br />security taxes, unemployment insurance and similar taxes relating to employees and shall be <br />responsible for all applicable withholding taxes. <br />Page 3 of 10 <br />25C-7 <br />