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<br />8. TERM: TERMINATION. <br />(a) The term of this Agreement shall commence upon the date first <br />hereinabove written and shall expire upon completion of performance of services <br />hereunder by Consultant. <br />(b) Notwithstanding the provisions of (a) above, either party may <br />terminate this Agreement without cause by giving written notice thereof not less than <br />ten (10) days prior to the effective date of termination, which date shall be included in <br />said notice. In the event of such termination, City 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 to terminate this <br />Agreement for cause, or otherwise to exercise such rights or pursue such remedies as <br />may accrue to City hereunder. <br />9. 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 />10. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify, and <br />save harmless City, its Council, boards, commissions, officers, employees and agents <br />(collectively, "Indemnitees"), from and against any and all claims, suits, actions liability, <br />loss, damage, expense or cost (including, without limitation, costs and fees of litigation) <br />of every nature, kind, or description, which may be brought against, or suffered or <br />sustained by Indemnitees arising out of, or in connection with Consultant's performance <br />of work hereunder or its failure to comply with any of its obligations contained in this <br />agreement except such loss or damage which was caused by the sole negligence or <br />willful misconduct of Indemnitees. <br />The duty of Consultant to indemnify and save harmless, as set forth herein, shall <br />include the duty to defend as set forth in Section 2778 of the California Civil Code; <br /> <br />A TTY/AGR/2009.016 <br />040209 <br /> <br />3 <br />