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ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 All documents prepared by Auditor in connection with this Agreement will become the property of the City, except for audit work papers which will remain the property of the Auditor. 6.2 The Auditor will retain all of its records and supporting documentation relating to this Agreement, and not otherwise delivered to the City, for a period of three years except in the event that the Auditor goes out of business during that period, it will turn over to the City, all of its records relating to the Project for retention by the City. ARTICLE 7 TERM; TERMINATION OF AGREEMENT 7.1 The term of this Agreement begins on the effective date established in the first paragraph of the Agreement and will continue for a period of three years, unless this Agreement is terminated under Sections 7.2 or 7.3 below. 7.2 This Agreement may be terminated by either party upon 90 calendar days prior written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 7.3 This Agreement may be terminated at will by the City or the Auditor upon at least 90 calendar days prior written notice to the other party. 7.4 In the event of termination as provided in this Article, the Auditor will be compensated for all services performed to the termination date which are deemed by the City to be in accordance with this Agreement. This amount will be paid by the City upon the Auditor's delivering to the City all information and materials developed or accumulated by the Auditor in performing the services described in this Agreement, whether completed or in progress. The expense of reproduction of these items will be borne by the City. ARTICLE 8 INSURANCE AND INDEMNITY 8.1 The Auditor will indemnify, hold harmless and defend the City and its employees, agents, officers and servants from any and all lawsuits, claims, demands and causes of action of any kind arising from the negligent or intentional acts or omissions of the Auditor, its officers, employees or agents. This will include, but not be limited to, the amounts of judgments, penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City arising in favor of any party, including the amounts of any damages or awards resulting from claims demands and causes of action for personal injuries, death or damages to property or actual infringement of patents, copyrights, and trademarks and without limitation by enumeration, all other claims, demands, or causes of action of every character occurring, resulting, or arising from any I';afzi6lo, ~xrOtsIl k }~Itli, i.8.1' 6