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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 />8.4 In the event of termination as provided in this Article, the Contractor will immediately <br />discontinue any and all services under the Agreement upon the City's request. The City will <br />compensate the Contractor for all services performed to termination date, which are deemed by <br />the City to be in accordance with this Agreement. The City will pay this amount upon the <br />Contractor's delivering to the City all information and materials developed or accumulated by the <br />Contractor in performing the services described in this Agreement in accordance with Article 7 of <br />this Agreement, whether completed or in progress. The expense of reproduction of these items <br />will be borne by the City. <br />ARTICLE 9 <br />INSURANCE AND INDEMNITY <br />9.1 The Veterinarian will indemnify, hold harmless and defend the City and its employees, <br />agents, officers and servants from any and all lawsuits, claims, demands and causes of action <br />of any kind arising solely from the negligent or intentional wrongful acts or omissions of the <br />Veterinarian, its officers, employees or agents. This will include, but not be limited to, the <br />amounts of judgments, penalties, interest, court costs, reasonable legal fees, expert witness fees <br />and all other expenses incurred by the City arising in favor of any party, including the amounts <br />of any damages or awards resulting from claims demands and causes of action for personal <br />injuries, death or damages to property, alleged or actual infringement of patents, copyrights, <br />and trademarks and without limitation by enumeration, all other claims, demands, or causes of <br />action of every character occurring, resulting, or arising from any negligent or intentional <br />wrongful act, error or omission of the Veterinarian and/or its agents and/or employees. This <br />obligation by Veterinarian will not be limited because of the specification of any particular <br />insurance coverage in this Agreement. <br />9.2 The Auditor will procure and maintain at Auditor's expense insurance with insurance <br />companies authorized to do business in the State of Texas, covering all operations under this <br />Agreement, whether performed by Auditor or Auditor's agents, subcontractors or employees. <br />Before commencing the work, the Auditor will furnish to the City a certificate or certificates in <br />form satisfactory to the City, showing that Auditor has complied with this paragraph. All <br />certificates will provide that the policies will not be changed or canceled until at least 30 calendar <br />days written notice has been given to the City. Failure of the Auditor to demand a certificate or <br />other sufficient evidence of full compliance with these insurance requirements or failure of the <br />Auditor to identify a deficiency from the evidence that is provided as proof of insurance will not <br />"Auditing Ser%ices Agreement 2017 <br />II <br />