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<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 including wrongful termination <br />or allegations of discrimination or harassment, and shall pay all costs and attorneys' fees <br />expended by the City in defense of such claims and losses including appeals. The parties agree <br />that ten percent (10%) of the total compensation is a specific consideration from the City to the <br />Consultant for this indemnity. <br /> <br />9. TERMINATION. <br /> <br />A. If, through any cause within the reasonable control the Consultant shall fail to <br />fulfill in a timely manner or otherwise violate any of the covenants, agreements or stipulations <br />material to this agreement, the City shall have the right to terminate the services then remaining <br />to be performed. Prior to the exercise of its option to terminate for cause, the City shall notify <br />the Consultant of its violation of the particular terms of the agreement and grant Consultant ten <br />(10) 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 other <br />work product prepared by Consultant (and sub consultant(s)) shall be delivered to <br />the City and the City shall compensate the Consultant for all services satisfactorily <br />performed prior to the date of termination, as provided in Paragraph 4 herein. <br />(ii.) Notwithstanding the foregoing, the Consultant shall not be relieved of liability to <br />the City for damages sustained by it by virtue of a breach of the agreement by <br />Consultant and the City may reasonably withhold payments to Consultant for the <br />purposes of set-off until such time as the exact amount of damages due the City <br />from the Consultant is determined. <br /> <br />B. Termination for Convenience of City. The City may, for its convenience and <br />without cause terminate the services then remaining to be performed at any time by given written <br />notice which shall become effective seven (7) days following receipt by Consultant. The terms <br />of Paragraphs A(i) and (ii) shall be applicable hereunder. <br /> <br />C. Termination for Insolvency. The City also reserves the right to terminate the <br />remaining services to be performed in the event the Consultant is placed either in voluntary or <br />involuntary bankruptcy or makes any assignment for the benefit of creditors. <br /> <br />10. ASSIGNMENTS. TRANSFERS. SUBCONTRACTING. The Consultant shall not <br />subcontract, assign or transfer any work under this agreement with the prior written consent of <br />the City. Should the Consultant subcontract any services under this agreement, it shall be done <br />with continued liability for the Consultant. The Consultant shall remain responsible for services, <br />responsibilities and liabilities of the subcontractor or any person or entity acting under <br />Consultant. <br /> <br />Page 3 of6 <br /> <br />Signage & Graphic Design Services - O'leary <br /> <br />2/14/02 1 :59 PM <br />