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<br />undertaken by the City. Consultant shall be responsible for any and all of its own expenses in <br />performing its duties as contemplated under this agreement. The City shall not be <br />responsible for any expense incurred by the Consultant. The City shall have no duty to <br />withhold any Federal income taxes or pay Social Security services and that such obligations <br />shall be that of the Consultant, other than those set forth in this agreement. Consultant shall <br />furnish its own transportation, office and other supplies as it determines necessary in carrying <br />out its duties under this agreement. <br /> <br />6 OWNERSHIP OF DOCUMENTS AND EQUIPMENT. All documents prepared by the <br />Consultant pursuant to this agreement and related services to this agreement are intended and <br />represented for the ownership of the City only. Any other use by Consultant or other parties <br />shall be approved in writing by the City. <br /> <br />7. INDEMNIFICATION. Consultant agrees to indemnify and hold harmless, the City, its <br />officers, agents, employees from, and against any and all claims, actions, liabilities, losses and <br />expenses including, but not limited to, attorney's fees for personal, economic or bodily injury, <br />wrongful death, loss of or damage to property, at law or in equity, which may arise or may be <br />alleged to have risen from the negligent acts, errors, omissions or other wrongful conduct of the <br />Consultant, agents or other personal entity acting under Consultant's control in connection with <br />the Consultant's performance of services pursuant to that agreement and to that extent the <br />Consultant shall pay such claims and losses and shall pay all such costs and judgments which <br />may issue from any lawsuit arising from such claims and losses and shall pay all costs and <br />attorneys' fees expended by the City in defense of such claims and losses including appeals. The <br />parties agree that ten percent (10%) of the total compensation is a specific consideration from the <br />City to the Consultant for this indemnity. <br /> <br />8. TERMINATION. <br /> <br />A. If, through any cause within the reasonable control the Consultant shall fail to fulfill in a <br />timely manner or otherwise violate any of the covenants, agreements or stipulations material to <br />this agreement, the City shall have the right to terminate the services then remaining to be <br />performed. Prior to the exercise of its option to terminate for cause, the City shall notify the <br />Consultant of its violation of the particular terms of the agreement and grant Consultant ten (10) <br />days to cure such default. If the default remains uncured after ten (10) days the City may <br />terminate this agreement <br /> <br />(i.) In the event of termination, all finished and unfinished documents, data and <br />other work product prepared by Consultant (and sub consultant(s)) shall be <br />delivered to the City and the City shall compensate the Consultant for all <br />services satisfactorily performed prior to the date of termination, as <br />provided in Paragraph 4 herein. <br /> <br />(iL) Notwithstanding the foregoing, the Consultant shall not be relieved of <br />liability to the City for damages sustained by it by virtue of a breach of the <br />agreement by Consultant and the City may reasonably withhold payments <br /> <br />2 <br /> <br />Bcnnello-Ajamil Consulting Agreement <br />