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<br />Consultant acknowledges the importance to City of City's Project schedule and
<br />agrees to put forth its best professional efforts to perform its services under this
<br />Agreement in a manner consistent with that schedule. City understands, however, that
<br />Consultant's performance must be governed by sound professional practices.
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<br />9. TERM: TERMINATION. (a) The term of this Agreement shall commence
<br />upon the date first hereinabove written and shall expire upon completion of
<br />performance of services hereunder by Consultant.
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<br />(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, or
<br />City may terminate this Agreement at City's sole discretion upon Consultant's
<br />completion of the Services described in Exhibit "A" In the event of such termination,
<br />City shall compensate Consultant for Services rendered, and reimburse Consultant for
<br />costs and expenses incurred, to the date of termination, calculated in accordance with
<br />the provisions of paragraph 2. In ascertaining the Services actually rendered to the
<br />date of termination, consideration shall be given both to completed work and work in
<br />process of completion. Nothing herein contained shall be deemed a limitation upon the
<br />right of City to terminate this Agreement for cause, or otherwise to exercise such rights
<br />or pursue such remedies as may accrue to City hereunder.
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<br />10. 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.
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<br />11. HOLD HARMLESS. Consultant hereby agrees to defend, indemnify, and
<br />save harmless City, its Council, boards, commissioners, officers, employees and
<br />agents, from and against any and all claims, suits, actions, liability, loss, damage,
<br />expense, cost (including, without limitation, costs and fees of litigation) of every nature,
<br />kind or description, which may be brought against, or suffered or sustained by, City, its
<br />Council, boards, commission, officers, employees, or agents, arising out of the
<br />performance of the work described herein, to the extent caused in whole or in part by
<br />any negligent act or omission of Consultant, its officers, agents and employees, or
<br />anyone directly or indirectly employed by any of them or anyone for whose acts any of
<br />them may be liable, except where caused by the active negligence, sole negligence, or
<br />willful misconduct of City.
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<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 />provided, however, that nothing herein contained shall be construed to require
<br />Consultant to indemnify City, its Council, boards, commissions, officers, employees and
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<br />F:Atty/Agr/Agr.092
<br />012703
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