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by the breaching party or five calendar days (5) after mailing of notice, whichever occurs first. For <br />the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, <br />the following: <br />a) Should either party fail to substantially perform in accordance with the terms of this <br />Agreement through no fault of the party initiating the termination; <br />b) The Company's failure to complete any of the services specified in Article 2, Scope of <br />Work; and <br />c) The SMFD's yearly billable run volume is at or below six runs. <br />7.4 This Agreement will terminate automatically on the occurrence of any of the following <br />events: <br />a) Bankruptcy or insolvency of either party; or <br />b) The assignment of this Agreement by either party without the consent of the other party. <br />7.5 In the event of termination as provided in this Article, the Company will compensate the <br />City for all successful collections performed up to the termination date and any money received <br />on the City's behalf after the date of termination. In addition, the City will compensate the <br />Company for all service performed to termination date, which are deemed by the City to be in <br />accordance with this Agreement. The City will pay this amount upon the Company's delivering <br />to the City all information and materials developed or accumulated by the Company in performing <br />the services described in this Agreement, whether completed or in progress. The expense of <br />reproduction of these items will be borne by the City. <br />ARTICLE 8 <br />INSURANCE AND INDEMNITY <br />8.1 The Company will indemnify, hold harmless and defend the City and its employees, agents, <br />officers and servants from any and all lawsuits, claims, demands and causes of action of any kind <br />arising from the negligent or intentional wrongful acts or omissions of the Company, its officers, <br />employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, <br />interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in <br />favor of any party, including the amounts of any damages or awards resulting from claims demands <br />and causes of action for personal injuries, death or damages to property alleged or actual <br />infringement of patents, copyrights, and trademarks and without limitation by enumeration, all <br />other claims, demands, or causes of action of every character occurring, resulting, or arising from <br />any negligent or intentional wrongful act, error or omission of the Company and /or its agents <br />and /or employees. This obligation by Company will not be limited because of the specification of <br />any particular insurance coverage in this Agreement <br />8.2 The Company will provide a $2,000,000 Commercial Crime /Employee Dishonesty <br />Insurance Policy naming the City as an additional insured. <br />Fire Recovery USA, LLC 2014 <br />9 <br />