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<br />10. INDEMNIFICATION, Contractor agrees to indemnify, defend and hold harmless, <br />the City, its officers, agents, and employees from, and against any and all claims, actions, <br />liabilities, losses and expenses including, but not limited to, attorney's fees for personal, <br />economic or bodily injury, wrongful death, loss of or damage to propeI1y, at law or in equity, <br />which may arise or may be alleged to have risen from the negligent acts, errors, omissions or <br />other wrongful conduct of the Contractor, agents or other personnel entity acting under <br />Contractor's control in connection with the Contractor's performance of services pursuant to <br />that agreement and to that extent the Contractor shall pay such claims and losses and shall <br />pay all such costs and judgments which may issue from any lawsuit arising fi'om such claims <br />and losses including wrongful termination or allegations of discrimination or harassment, and <br />shall pay all costs and attorneys' fees expended by the City in defense of such claims and <br />losses including appeals. The parties agree that ten percent (10%) of the total compensation <br />is a specific consideration from the City to the Contractor for this indenmity. <br /> <br />11. TERMINATION. <br /> <br />a. Termination for Default. If, through any cause within the reasonable control <br />the Contractor shall fail to fulfill in a timely manner or otherwise violate any of <br />the covenants, agreements or stipulations material to this agreement, the City <br />shall have the right to terminate the services then remaining to be performed. <br />Prior to the exercise of its option to tel1ninate for cause, the City shall notify <br />the Contractor of its violation of the particular tel111S of the agreement and <br />grant Contractor ten (10) days to cure such default. If the default remains <br />uncured after ten (10) days the City may terminate this agreement. <br /> <br />1. In the event of termination, all finished and unfinished documents, <br />data and other work product prepared by Contractor (and sub- <br />Contractor[s)) shall be delivered to the City and the City shall <br />compensate the Contractor for all services satisfactorily performed <br />prior to the date of termination, as provided in Paragraph 5 herein. <br /> <br />11. Notwithstanding the foregoing, the Contractor shall not be relieved <br />of liability to the City for damages sustained by it by virtue of a <br />breach of the agreement by Contractor and the City may <br />reasonably withhold payments to Contractor for the purposes of <br />set-ofT until such time as the exact amount of damages due the City <br />from the Contractor is determined. <br /> <br />111. After receipt of a Termination Notice and except as otherwise <br />directed by the City, the Contractor shall: <br /> <br />1. Stop work 011 the date and to the extent <br />specified; <br /> <br />2. Terminate and settle all orders and subcontracts <br />relating to the performance of the terminated <br />work; <br />