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Auditor may retain as its property all other draft and preliminary reports, internal
<br /> memoranda, notes, research, schedules, and other materials developed or used for the
<br /> purpose of preparing written materials for transmittal to City pursuant to this Agreement.
<br /> However, City shall be entitled to access to, and copies of, such draft and preliminary
<br /> materials during the progress of the work or at any time after its completion.
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<br /> If any materials are lost, damaged, or destroyed before final delivery to City,
<br /> Auditor shall replace them at its own expense, and the Auditor hereby assumes all risks
<br /> and resulting liability from the loss, damage, or destruction of or to such materials.
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<br /> 9. TERMINATION. Notwithstanding the provisions of paragraph 7 (Term), either
<br />party may terminate this Agreement without cause effective as of the fiscal year
<br />succeeding the then current fiscal year; provided, however, that the party exercising
<br />such right of termination shall give written notice thereof to the other party on or before
<br />January 1 of such current fiscal year. In the event of such termination, City shall
<br />compensate Auditor for services rendered, and reimburse Auditor for costs and
<br />expenses incurred, to the date of termination, calculated in accordance with the
<br />provisions of paragraph 2. In ascertaining the services actually rendered to the date of
<br />termination, consideration shall be given both to completed work and work in process of
<br />completion. Nothing herein contained shall be deemed a limitation upon the right of City
<br />to terminate this Agreement for cause, or otherwise to exercise such rights or pursue
<br />such remedies as may accrue to City hereunder.
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<br /> 10. RECORDS. Auditor shall keep and maintain accurate records of all time
<br />expended and costs and expenses incurred relating to services to be performed by
<br />Auditor hereunder. Said records shall be available to City for review and copying during
<br />regular business hours at Auditor's place of business, or as otherwise agreed upon by
<br />the parties.
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<br /> 1'1. HOLD HARMLESS. Auditor hereby agrees to defend, indemnify and save
<br />harmless City, its Council, boards, commissions, officers, agents and employees from
<br />and against any and all claims, suits, actions, liability, loss, damage, expense, costs
<br />(including, without limitation, costs and fees of litigation) of every nature, kind and
<br />description, which may be brought against, or suffered or sustained by, City, its Council,
<br />boards, commissions, officers, agents and employees caused by, or alleged to have
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