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<br />prior to the effective date of termination, which date shall be included in said notice. In
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<br />the event of such termination, City and/or Agency shall compensate Consultant for
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<br />services rendered, and reimburse Consultant for costs and expenses incurred, to the
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<br />date of termination, calculated in accordance with the provisions of paragraph 2. In
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<br />ascertaining the services actually rendered to the date of termination, consideration
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<br />shall be given both to completed work and work in process of completion. Nothing
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<br />herein contained shall be deemed a limitation upon the right of City and/or Agency to
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<br />terminate this Agreement for cause, or otherwise to exercise such rights or pursue such
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<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
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<br />expended and costs and expenses incurred relating to services to be performed by
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<br />Consultant hereunder. Said records shall be available to City and/or Agency for review
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<br />and copying, by previous appointment, during regular business hours at Consultant's
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<br />place of business or as otherwise agreed upon by the Parties.
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<br />12. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify, and
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<br />save harmless the City, Agency, their councils, boards, commissions, officers,
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<br />employees and agents, from and against any and all claims, suits, actions liability, loss,
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<br />damage, expense, cost (including, costs and fees of litigation) of every nature, kind or
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<br />description, which may be brought against, or suffered or sustained by City, Agency,
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<br />their councils, boards, commissions, officers, employees or agents to the extent such
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<br />claims, suits, actions, liability, loss, damage, expense, cost (including costs and fees of
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<br />litigation) of every nature, kind or description which may be brought against, or suffered
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<br />or sustained by City, Agency, their councils, boards, commissions, officers, employees
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<br />or agents are caused by the negligent act or omission, intentional tortious act or
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<br />F:Atty/Agr/Agr.065
<br />101002
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