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termination, consideration shall be given both to completed work and work in process of <br />completion. Nothing herein contained shall be deemed a limitation upon the right of City to <br />terminate this Agreement for cause, or otherwise to exercise such rights or pursue such <br />remedies as may accrue to City hereunder. <br /> <br /> 10. RECORDS. Consultant shall keep and maintain accurate records of all time <br />expended and costs and expenses incurred relating to services to be performed by Consultant <br />hereunder. Said records shall be available to City for review and copying during regular <br />business hours at Consultant's place of business or as otherwise agreed upon by the parties. <br /> <br /> 11. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify, and save <br />harmless City, its Council, boards, commissions, officers, employees and agents (collectively, <br />"lndemnitees"), from and against any and all claims, suits, actions liability, loss, damage, <br />expense or cost (including, without limitation, costs and fees of litigation) of every nature, kind, <br />or description, which may be brought against, or suffered or sustained by Indemnitees arising <br />out of, or in connection with Consultant's performance of work hereunder or its failure to comply <br />with any of its obligations contained in this agreement except such loss or damage which was <br />caused by the sole negligence or willful misconduct of Indemnitees. <br /> <br /> The duty of Consultant to indemnify and save harmless, as set forth herein, shall include <br />the duty to defend as set forth in Section 2778 of the California Civil Code; provided, however, <br />that nothing herein contained shall be construed to require Consultant to indemnify against any <br />responsibility or liability in contravention of Section 2782 of said Code. <br /> <br /> 12. INSURANCE. Consultant shall acquire and maintain Workers' Compensation, <br />employer's liability, commercial general liability, owned and non-owned and hired automobile <br />liability, and professional liability insurance coverage relating to Consultant's services to be <br />performed hereunder covering City's risks in form subject to the approval of the City Attorney. <br /> <br />Agmt--491 4 <br />F:\Shared\Redwood\Council <br />FXS:ss <br />06/15/01 <br /> <br /> <br />