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9. TERM~ TERMINATION. (a) The term of this Agreement shall commence <br />upon the date first hereinabove written and shall expire upon completion of <br />performance of services hereunder by Consultant. <br /> <br /> (b) Notwithstanding the provisions of (a) above, either par~7 may terminate this <br />Agreement without cause by giving written notice thereof not less than ten (10) days <br />prior to the effective date of termination, which date shall be included in said notice. In <br />the event of such termination, Cit~ shall compensate Consultant for services rendered, <br />and reimburse Consultant for costs and expenses incurred, to the date of termination, <br />calculated in accordance with the provisions of paragraph 2. In ascertaining the <br />services actually rendered to the date of termination, consideration shall be given both <br />to completed work and work in process of completion. Nothing herein contained shall <br />be deemed a limitation upon the right of City to terminate this Agreement for cause, or <br />otherwise to exercise such rights or pursue such remedies as may accrue to City <br />hereunder. <br /> <br /> 10. RECORDS. Consultant shall keep and maintain accurate records of all <br />time expended and costs and expenses incurred relating to services to be performed by <br />Consultant hereunder. Said records shall be available to City for review and copying <br />during regular business hours at Consultant's place of business or as otherwise agreed <br />upon by the parties. <br /> <br /> 11. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify, and <br />save harmless City, its Council, boards, commissions, officers, employees and agents, <br />from and against any and all claims, suits, actions liability, loss, damage, expense, cost <br />(including, without limitation, costs and fees of litigation) of every nature, kind or <br /> <br />Agmt-483 4 <br />Shared~Redwoo~Council <br />FXS:djk <br />05/17/01 <br /> <br /> <br />