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<br />DES:mmg ---:'/27/89 (#40/032) <br /> <br />Exhibit "A" <br />hereunder up to the date of termination of this agreement, <br />consideration shall be given to both completed work and work in <br />process of completion. Nothing herein contained shall be deemed <br />a limitation upon the right of the parties to terminate this <br />agreement for cause or otherwise to exercise such rights or <br />pursue such remedies as may accrue to them, respectively, <br />hereunder. <br />7. Assignability. Attorney shall not assign, sell, <br />mortgage, hypothecate or otherwise transfer its interests or <br />obligations in this agreement, without the written consent of <br />City. <br />8. Records. Attorney shal1 keep and maintain accurate <br /> <br /> <br />records of costs incurred and time expended relating to all <br /> <br /> <br />reimbursable costs and services to be reimbursed and compensated <br /> <br /> <br />respectively, hereunder, which records shall be made available to <br /> <br /> <br />City for review thereof upon request therefor by City. <br />9. Attorney's Status. In the performance of the services <br />specified herein, Attorney is an individual contractor and shall <br />not for any purpose be deemed to be an employee, agent or other <br />representative of City. <br />10. Hold Harmless. Attorney shall defend, indemnify, and <br />hold harmless City, its Council, commissions, boards, officers, <br />agents and employees from any and all claims, or causes of <br /> <br />action for damages (including attorneys fees) caused or alleged <br /> <br /> <br />to have been caused by Attorney, its employees or agents in the <br /> <br /> <br />performance of, or failure to perform, its services hereunder. <br /> <br />4 <br />