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(b) Notwithstanding the provisions of (a) above, either party 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, City 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 be <br />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 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 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 />description, which may be brought against, or suffered or sustained by, City, its Council, <br />boards, commissions, officers, employees or agents caused by, or alleged to have been <br />caused by, the negligence, intentional tortious act or omission, or willful misconduct of <br />Consultant, its officers, employees or agents in the performance of any services or work <br />pursuant to this Agreement. <br /> <br />Agmt-495 4 <br />f:\shared\R edwood\Council <br />DES:rg <br />oo/25/Ol <br /> <br /> <br />