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• 7. OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by • the Contractor pursuant-to this agreement and related services to this agreement are intended and represented for the ownership of the City only. Any other use by Contractor or other parties shall be approved in writing by the City. 8. DUTY TO DEFEND, INDEMNIFY AND HOLD HARMLESS. Contractor 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 Contractor, agents or.other personal entity acting under Contractor's control in connection with the Contractor's performance of Services under this Agreement and to that extent the Contractor shall pay such claims and losses and shall pay all such c-osts 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 • tosses including appeals...The parties agree that ten percent (10%)of the total compensation is a specific consideration from the City to the Contractor for this indemnity. 9. TERMINATION. A. If, through any cause within the reasonable control the Contractor 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 Contractor of its violation of the particular terms of the agreement and grant Contractor 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 Contractor(and sub Contractor(s))shall be delivered to the City and the City'shall compensate the Contractor for all services satisfactorily • performed prior to the date of termination. (ii.) Notwithstanding the foregoing, the Contractor shall not be relieved of liability to the City for damages sustained •by it by virtue of a breach of the agreement by Contractor and the City may reasonably withhold payments to Contractor for the - purposes of set-off until such time as the exact amount of damages due the City from the Contractor is determined. • B. Termination for Convenience of City. The City may, for its convenience and without cause-terminate the services then remaining to be performed at any time by giving written notice to Contractor which shall become effective ten (10) days following receipt by Contractor. The terms of Paragraphs A(i)and (ii) above shall be applicable hereunder. C. Termination for Insolvency. The City also reserves the right to terminate the remaining services to be performed in the event the Contractor is placed either in voluntary or involuntary bankruptcy or makes any assignment for the benefit of creditors. fr 01316.038 BONNIE BEPNETTCREATIVE,LLC Paet 4 of) • •