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(e) In the event of termination for default, the Developer shall be paid its
<br />compensation for Services performed to the date of termination, services of Consultants
<br />then due and all termination expenses, less such costs and expenses as City and
<br />Agency may incur on account of the Developer's failure to perform.
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<br /> 1'1. RECORDS. Until the Work is finally accepted by the City and Agency, the
<br />Developer and all consultants shall maintain proper and detailed books of record and
<br />account for the Services and all costs related thereto. The Developer covenants that such
<br />accounting books will be maintained in accordance with generally accepted, accounting
<br />principles, Developer shall permit City, Agency and their authorized representatives to
<br />inspect and examine Developer's books, records, accounts, and any and all data
<br />relevant to this Agreement at any reasonable time for the purpose of auditing and
<br />verifying statements, invoices, or bills submitted by Developer pursuant to this
<br />Agreement and shall provide such assistance as may be reasonably required in the
<br />course of such inspection. City and Agency further reserve the right to examine and re-
<br />examine said books, records, accounts, and data during the three (3) year period
<br />following the termination of this Agreement; and Developer shall in no event dispose of,
<br />destroy, alter, or mutilate said books, records, accounts, and data in any manner
<br />whatever for three (3) years after the termination of this Agreement. Pursuant to
<br />California Government Code Section 8546.7 the parties to this Agreement shall be
<br />subject to the examination and audit of representative of the Auditor General of the
<br />State of California for a period of three (3) years after final payment under the
<br />Agreement. The examination and audit shall be confined to those matters connected
<br />with the performance of this Agreement including, but not limited to, the cost of
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<br />administeringthe Agreement. '
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<br /> '12. HOLD HARMLE~SS. Developer hereby agrees to defend, indemnify, and
<br /> save harmless City, its Council, the Agency, their boards, commissioners, officers,
<br /> employees and agents, from and against any and all claims, suits, actions, liability, loss,
<br /> damage, expense, cost (including, without limitation, costs and fees of litigation) of
<br /> every nature, kind or description, which may be brought against, or suffered or
<br /> sustained by, City, its Council, the Agency, their boards, commission, officers,
<br /> employees, or agents, arising out of or related to the performance of the Services, to the
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<br /> F :Arty/Ag r/Ag r. 119
<br /> 052003 8
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