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the Internal Auditor to transfer title and deliver to the City in the manner and to the extent directed
<br />by the Purchasing Manager: (a) any completed materials; and (b) such partially completed
<br />materials as the Internal Auditor has specifically produced for the performance of the terminated
<br />part of the agreement, for which payment has been made by the City. Upon such termination, the
<br />Internal Auditor will use reasonable efforts to (a) stop work to the extent specified (b) terminate
<br />any subconsultants as they relate to the terminated work, and (c) be paid the following amounts
<br />without duplication, subject to the other terms of this contract: (i) contract prices for supplies or
<br />services delivered under the agreement (ii) costs incurred in performing the terminated portion of
<br />the work, and (iii) any other reasonable costs that the Internal Auditor can demonstrate to the City,
<br />using its standard record keeping system, have resulted from the termination. The Internal Auditor
<br />will not be paid for any work performed or costs incurred that reasonably could have been avoided.
<br />As a condition of payment, the Internal Auditor will submit within three months of the effective
<br />date of the termination a claim specifying the amounts due because of the termination. The
<br />absence of an appropriate termination for convenience clause in any subcontract will not increase
<br />the obligation of the City beyond what it would have been had the subcontract contained such a
<br />clause.
<br />ARTICLE 8
<br />INSURANCE, INDEMNITY AND LIMITATION ON LIABILITY
<br />8.1 The Internal Auditor will indemnify, hold harmless and defend the City and its
<br />employees, agents, officers and servants from any and all third party lawsuits, claims, demands
<br />and causes of action solely for bodily injury, death or damage to real or tangible personal
<br />property to the extent directly and proximately caused by the negligent or intentional wrongful
<br />acts or omissions of the Internal Auditor, its officers, employees or agents. This will include,
<br />but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal
<br />fees and expert witness fees incurred in defending against such claims and all other expenses
<br />incurred by the City arising from such claims, including the amounts of any damages or awards
<br />resulting from claims demands and causes of action for personal injuries, death or damages to
<br />property.
<br />The Internal Auditor will hold harmless, indemnify and defend the City, its officers, agents and
<br />employees from and against all third party claims for alleged or actual infringement of patents,
<br />copyrights and trademarks in the performance of the work or the incorporation in a Deliverable
<br />of any invention, design, process, product or device except to the extent that such infringement
<br />or unauthorized use arises from, or could have been avoided except for (i) modification of such
<br />Deliverable other than by Internal Auditor or its subcontractors or use thereof in a manner not
<br />contemplated by this Agreement, (ii) the failure of the indemnified party to use any corrections
<br />or modifications made available by Internal Auditor, (iii) information, materials, instructions,
<br />specifications, requirements or designs provided by or on behalf of the indemnified party, or (iv)
<br />the use of such Deliverable in combination with any platform, product, network or data not
<br />provided by Internal Auditor. If City's use of any such Deliverable, or any portion thereof, is
<br />or is likely to be enjoined by order of a court of competent jurisdiction as such an infringement
<br />or unauthorized use, Internal Auditor, at its option and expense, will have the right to (x)
<br />Deloitte & Touche, LLP Agreement for Internal Auditor Services 2017
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