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<br /> and CITY shall indemnify AUDITOR from any and all losses, claims, <br /> demands and causes of action resulting from CITY's intentional, <br /> willful, and wanton illegal use these documents and/or the intentional, <br /> willful and wanton illegal use by others if CITY has knowledge of such <br /> use by others, and in such event, CITY will exercise its best efforts <br /> to notify AUDITOR of such use by others. <br /> ARTICLE 7 <br /> TElUIIRAfiON OF AGRBEJIEIft' <br /> 7.1 This Agreement may be terminated by either party upon fifteen (15) <br /> days prior written notice should the other party fail substantially to <br /> perform in accordance with its terms through no fault of the party <br /> initiating the termination. <br /> 7.2 This Agreement may be terminated at will by the CITY upon at least <br /> fifteen (15) days prior written notice to the AUDITOR. <br /> 7.3 In the event of termination as provided in this Article, the <br /> AUDITOR shall be compensated for all services performed to termination <br /> date in accordance with this Agreement. Such amount shall be paid by <br /> the CITY upon the AUDITOR's delivering or otherwise making available to <br /> the CITY, all data, reports, and such other information and materials <br /> as may have been accumulated by the AUDITOR in performing the <br /> services included in this Agreement, whether completed or in <br /> progress. The expense of the reproduction of these items shall be <br /> borne by CITY. Notwithstanding the forgoing, nothing in this Agreement <br /> shall preclude the AUDITOR from retaining its working papers, in <br /> accordance with professional requirements. <br /> AR'l'ICLE 8 <br /> HISCRT.T.AREOUS PROVISIONS <br /> <br /> 8.1 This Agreement shall be governed by the law of the State of <br /> Texas. Exc 1 us i ve venue for any dispute arising under this Agreement <br /> shall be in Hays County, Texas. <br /> 9.2 The AUDITOR will indemnify and hold harmless the CITY from any and <br /> all third-party claims, suits and actions for personal injury and/or <br /> property damage, and related costs and expenses (including reasonable <br /> attorney fees), resulting from AUDITOR's negligence or willful <br /> misconduct arising out of the performance of this Agreement. <br /> -6- <br />