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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
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