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not be exclusive and are in addition to any other rights and remedies provided by law, equity or <br />under this Agreement. <br />3.5.1.2 Effect of Termination. If this Agreement is terminated as <br />provided herein, City may require Consultant to provide all finished or unfinished Documents and <br />Data and other information of any kind prepared by Consultant in connection with the performance <br />of Services under this Agreement. Consultant shall be required to provide such document and <br />other information within fifteen (15) days of the request. <br />3.5.1.3 Additional Services. In the event this Agreement is terminated <br />in whole or in part as provided herein, City may procure, upon such terms and in such manner as <br />it may determine appropriate, services similar to those terminated. <br />3.6 Indemnification. <br />To the fullest extent permitted by law, Consultant shall defend (with counsel of City's <br />choosing), indemnify and hold the City, its officials, officers, and employees harmless from any <br />and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any <br />kind, in law or equity, to property or persons, including wrongful death, to the extent caused by <br />negligent acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, <br />employees, subcontractors, consultants or agents in connection with the performance of the <br />Consultant's Services, the Project or this Agreement, including without limitation the payment of <br />all damages, expert witness fees and attorney's fees and other related costs and expenses except <br />such loss or damage caused by the sole negligence or willful misconduct of the City. Consultant's <br />obligation to indemnify shall survive expiration or termination of this Agreement and shall not be <br />restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, and <br />employees. <br />3.7 General Provisions. <br />3.7.1 Accounting Records. Consultant shall maintain complete and accurate <br />records with respect to all costs and expenses incurred under this Agreement. All such records <br />shall be clearly identifiable. Consultant shall allow a representative of City during normal business <br />hours to examine, audit, and make transcripts or copies of such records and any other documents <br />created pursuant to this Agreement. Consultant shall allow inspection of all work, data, <br />documents, proceedings, and activities related to the Agreement for a period of three (3) years <br />from the date of final payment under this Agreement. <br />3.7.2 Independent Contractors and Subcontracting. <br />3.7.2.1 Use of Consultants. Consultant is aware of statutory and case <br />law regarding classification of workers as independent contractors, including California Labor <br />Code Section 2750.3 and Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 <br />(2018). To ensure that Consultant is in compliance with the California Labor Code, Consultant <br />shall only utilize its employees to provide the Services. Consultant may not provide the services <br />through any independent contractor, subcontractor or subconsultant ("Subcontractor(s)") unless <br />approved by the City as set forth in Section 3.7.2.2 below. Consultant represents and warrants <br />that all personnel who perform the Services on Consultant's behalf are Consultant's employees, <br />and that Consultant complies with all applicable laws, rules and regulations governing its <br />-11- PROFESSIONAL SERVICES AGREEMENT <br />55394.00000\40418052.1 <br />