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5. INDEPENDENT CONTRACTOR RELATIONSHIP The Consultant is an independent contractor and shall be treated as such for all purposes. Nothing contained in this agreement or any action of the parties shall be construed to constitute or to render the consultant an employee, partner, agent, shareholder, officer or in any other capacity other than as an independent contractor other than those obligations which have been or shall have been undertaken by the City, Consultant shall be responsible for any and all of its own expenses in performing its duties as contemplated under this agreement. The City shall not be responsible for any expense incurred by the Consultant. The City shall have no duty to withhold any Federal income taxes or pay Social Security services and that such obligations shall be that of the Consultant, other than those set forth in this agreement. Consultant shall furnish its own transportation, office and other supplies as it determines necessary in carrying out its duties under this agreement. 6. DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS. Consultant agrees to defend, indemnify and hold harmless, the City, its officers, agents, employees from, and against any and all claims, actions, liabilities, losses and expenses including, but not limited to, attorney's fees for personal, economic or bodily injury, wrongful death, loss of or damage to property, at law or in equity, which may arise or may be alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the Consultant, agents or other personal entity acting under Consultant's control in connection with the Consultant's performance of Services under this Agreement and to that extent the Consultant shall pay such claims and losses and shall pay all such costs and judgments which may issue from any lawsuit arising from such claims and losses including wrongful termination or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees expended by the City in defense of such claims and losses including appeals. The parties agree that ten percent (10%) of the total compensation is a specific consideration from the City to the Consultant for this indemnity. 7. TERMINATION. A. If, through any cause within the reasonable control the Consultant shall fail to fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations material to this agreement, the City shall have the right to terminate the services then remaining to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify the Consultant of its violation of the particular terms of the agreement and grant Consultant ten (10) days to cure such default. If the default remains uncured after ten (10) days the City may terminate this agreement (i.) In the event of termination, all finished and unfinished documents, data and other work product prepared by Consultant (and sub consultant(s)) shall be delivered to the City and the City shall compensate the Consultant for all services satisfactorily performed prior to the date of termination, as provided in Paragraph 4 herein. (ii.) Notwithstanding the foregoing, the Consultant shall not be relieved of liability to the City for damages sustained by it by virtue of a breach of the agreement by Consultant and the City may reasonably withhold payments to Consultant for the purposes of set-off until such time as the exact amount of damages due the City from the Consultant is determined. Page 2 of 5