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<br />H~n Resource Manager! Consulting Services <br />City of La Porte, TX <br /> <br />e <br /> <br />11. Riahts to Terminate Contract. The terms of this contract shall be in <br />effect through completion of the original scope of services and any <br />subsequent services mutually agreed upon by the City and the <br />Consultant. Either party shall have the right to terminate this agreement <br />with or without cause, by giving written notice to the other party of such <br />termination at least five (5) days before the effective date of such <br />termination. <br /> <br />12. Indemnification. Each party shall be responsible for its own acts and will <br />be responsible for all damages, costs, fees and expenses which arise out <br />of the performance of this Agreement and which are due to that party's <br />negligence, tortious acts and other unlawful conduct and the negligence, <br />tortious acts and other unlawful conduct of its respective agents, officers <br />and employees. <br /> <br />13. Limitation of Liability. The City agrees that the Consultant's total <br />aggregate of liability hereunder (whether contract, statutory, in tort or <br />otherwise) for damages on anyone or more or all claims (regardless of <br />the number of different claims, claimants or occurrences) shall not exceed <br />the total of professional fees paid under this contract. The City further <br />agrees that the Gonsultant shall not be liable to the City for any indirect, <br />incidental, special or consequential damages, any lost profits or any claim <br />or demand against the City by any other party, arising out of or in <br />connection with the performance of services hereunder. <br /> <br />14. Copyriaht. Trade Secrets and Security. The City acknowledges that <br />certain report formats to be provided by the Consultant are copyrighted. <br />The Consultant shall ensure that all copies of its report bear the <br />copyrighted legend. The City agrees that all ownership rights and <br />copyrights thereto lie with the Consultant. The City may use the report <br />solely for and on behalf of the City's operations. The City agrees that it <br />will take appropriate action by instruction, agreement or otherwise with its <br />employees to satisfy its obligations with respect to use, copying, <br />protection and security of report formats. Consultant further represents <br />that the copyrighted report formats constitute trade secrets of Consultant <br />as the term "trade secrets" is defined in Section 812.081 of the Florida <br />Statutes. Consultant claims exemption from disclosure of the copyrighted <br />materials as is provided under Chapter 119T. <br /> <br />15: Information and Reports. The Consultant shall, at such time and in such <br />form as the City may require, furnish such periOdic reports concerning the <br />status of the project as may be requested by the City. The Consultant <br />shall furnish the City, upon request, with copies of all documents and <br />other materials prepared or developed in relation with or as a part of the <br />project. <br /> <br />16. Records and Inspections. The Consultant shall maintain full and <br />accurate records with respect to all matters covered under this <br />agreement. The City shall have free access at all proper times to such <br />records and the right to examine and audit the same and to make <br /> <br />3 <br />