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<br />8.2 In the event it is ruled illegal under the provisions of any federal statute or regulation <br />for the Depository to pay interest or calculate net cost as required by the City, then the City <br />expressly reserves the right and privilege to terminate this Agreement. <br /> <br />8.3 This Agreement may be terminated by either party upon 90 days prior written notice <br />should the other party fail substantially to perform in accordance with its terms through no <br />fault of the party initiating the termination. The City may terminate this Agreement if in the <br />City's sole discretion, Norwest is not satisfactorily meeting its service requirements as <br />specified herein. The City will provide written notice of areas of non-performance and allow <br />Norwest up to 60 days to remedy the problems. If after this sixty (60) day period Norwest <br />has not rectified all problems in a manner satisfactory to the City, the City may, at its option, <br />terminate the contract by providing Norwest written notice of its intention to terminate as <br />stated in this Section 8.3 and 8.4 below. <br /> <br />8.4 This Agreement may be terminated at will by the City or Norwest upon at least 90 days <br />prior written notice to the other party. <br /> <br />8.5, In the event of termination as provided in this Article, Norwest will be compensated for <br />all services performed to termination date which are deemed by the City to be in <br />accordance with this Agreement. This amount will be paid by the City upon Norwest's <br />delivering to the City all information and materials developed or accumulated by Norwest <br />in performing the services described in this Agreement, whether completed or in progress. <br />The expense of reproduction of these items will be borne by the City. <br /> <br />ARTICLE 9 <br />INSURANCE AND INDEMNITY <br /> <br />9.1 Norwest will indemn ify, 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 <br />any kind arising from the negligent or intentional acts or omissions of Norwest, its officers, <br />employees or agents in the performance of this Agreement. This will include, but not be <br />limited to, the amounts of judgments, penalties, interest, court costs, legal fees, and all <br />other expenses incurred by the City arising in favor of any party, including the amounts of <br />any damages or awards resulting from claims demands and causes of action for personal <br />injuries, death or damages to property. This obligation by Norwest will not be limited by <br />reason of the specification of any particular insurance coverage in this Agreement. <br /> <br />9.2 Norwest will procure and maintain at Norwest's expense insurance with insurance <br />companies authorized to do business in the State of Texas, covering all operations under <br />this Agreement, whether performed by Norwest or Norwest's agents, sub-consultants or <br />employees. Before commencing the work Norwest will furnish to the City a certificate or <br />certificates in form satisfactory to the City, showing that Norwest has complied with this <br />paragraph. All certificates will provide that the policy will not be changed or canceled until <br />at least 30 days written notice will have been given to the City, and will name the City as an <br /> <br />13 <br />