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will cause the Agreement to expire on the original or mutually agreed upon date. <br /> The total period of the Agreement, including all extensions as a result of exercising <br /> this option will not exceed a maximum combined term of twenty-five (25)years. <br /> 8.0.3 Termination. This Agreement may be terminated upon 180 calendar days with <br /> prior written notice should the other party fail substantially to perform in <br /> accordance with its terms through no fault of the party initiating the termination. <br /> 8.0.4 Either party may terminate this Agreement for convenience without cause and <br /> without recourse upon at least three hundred sixty(360) calendar days prior written <br /> notice to the non-terminating party. <br /> 8.0.5 In the event of termination as provided in this Article 8 or Article 10,the City will <br /> compensate the Operator for all services performed up to the termination date, <br /> which are deemed by the City to be in accordance with this Agreement. The City <br /> will pay this amount upon the Operator's delivering to the City all information and <br /> materials developed or accumulated by the Operator in performing all services <br /> described in this Agreement, whether completed or in progress. The expense of <br /> reproduction of these items will be borne by the City. <br /> 8.0.6 Upon termination for convenience by either party under Section 8.0.4, all rights, <br /> powers and privileges of the Operator will cease,and the Operator will immediately <br /> vacate any and all space occupied by him under this Agreement, and neither party <br /> will make a claim of any kind whatsoever against the other, its agents or <br /> representatives, by reason of such termination, or any act incident thereto. The <br /> Operator will deliver to the City all information and materials developed or <br /> accumulated by the Operator in performing all services described in this Agreement <br /> whether completed or in progress. <br /> ARTICLE 9 <br /> INDEMNITY; INSURANCE; BONDS <br /> 9.0.1 The Operator agrees to and will indemnify,hold harmless and defend the City <br /> and its employees, agents, officers and servants from any and all lawsuits, <br /> claims, demands and causes of action,suits and regulatory actions of any kind <br /> or character arising out of or in connection with the Operator's performance, <br /> acts, omissions, or failure to act under this Agreement. This will include, but <br /> not be limited to, the amounts of judgments, penalties, investigations, <br /> settlements, fines, forfeitures, interest, court costs, reasonable legal fees and <br /> expert witness fees,and all other expenses incurred by the City arising in favor <br /> of any party, including the amounts of any damages or awards resulting from <br /> claims demands and causes of action for personal injuries, death or damages <br /> to property alleged or actual infringement of patents, copyrights, and <br /> trademarks and without limitation by enumeration,all other claims,demands, <br /> or causes of action of every character occurring, resulting, or arising from or <br /> Page 26 of 34 <br />