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prior to the effective date of termination, which date sha~l be included in said notice. In
<br />the event of such termination, City and/or Agency shall compensate Consultant for
<br />services rendered, and reimburse Consultant for costs and expenses incurred, to the
<br />date of termination, calculated in accordance with the provisions of paragraph 2. In
<br />ascertaining the services actually rendered to the date of termination, consideration
<br />shall be given both to completed work and work in process of completion. Nothing
<br />herein contained shall be deemed a limitation upon the right of City and/or Agency to
<br />terminate this Agreement for cause, or otherwise to exercise such rights or pursue such
<br />remedies as may accrue to City and/or Agency hereunder.
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<br /> 11. 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
<br />Consultant hereunder. Said records shall be available to City and/or Agency for review
<br />and copying, by previous appointment, during regular business hours at Consultant's
<br />place of business or as otherwise agreed upon by the Parties.
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<br /> 12. HOLD H.~RMI. E$$. Consultant hereby agrees to defend, indemnify, and
<br />save harmiess the City, Agency, their councils, boards, commissions, officers,
<br />employees anQ agents, from and against any and all claims, suits, actions liability, loss,
<br />damage, expense, cost (including, costs and fees of litigation) of every nature, kind or
<br />description, which may be' brought against, or suffered or sustained by City, Agency,
<br />tlqeir counciis, boards, commissions, officers, employees or agents to the extent such
<br />claims, suits, actions, liability, loss, damage, expense, cost (including costs and fees of
<br />litigation) of every nature, kind or description which may be brought against, or suffered
<br />or sustained by City, Agency, their councils, boards, commissions, officers, employees
<br />or agents are caused by the negligent act or omission, intentional tortious act or
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<br /> F:Atty/AgrlAgr.065
<br /> ~92602 4
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