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Agreement, nor later than the final day of the contract period. This option to extend requires the <br />mutual agreement of both parties. Refusal by either party to exercise this option to extend will <br />cause the contract to expire on the original or mutually agreed upon date. The total period of the <br />contract, including all extensions as a result of exercising this option, will not exceed a <br />maximum combined period of five (5) years. <br />8.2 This Agreement may be terminated by either party upon 90 calendar days prior written <br />notice should the other party fail substantially to perform in accordance with its terms through no <br />fault of the party initiating the termination. <br />8.3 This Agreement may be terminated for convenience and without cause upon at least 30 <br />calendar days prior written notice to the Contractor. <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 <br />the Contractor in performing the services described in this Agreement in accordance with Article <br />7 of this Agreement, whether completed or in progress. The expense of reproduction of these <br />items will be borne by the City. <br />ARTICLE 9 <br />INSURANCE AND INDEMNITY <br />9.1 The Auditor will indemnify, 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 any kind <br />arising from the negligent or intentional wrongful acts errors or omissions of the Auditor, its <br />officers, employees or agents. This will include, but not be limited to, the amounts of judgments, <br />penalties, interest, court costs, reasonable legal fees, and all other expenses incurred by the City <br />arising in favor 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 to property alleged <br />or actual infringement of patents, copyrights, and trademarks and without limitation by <br />enumeration, all other claims, demands, or causes of action of every character occurring, <br />resulting, or arising from any negligent or intentional wrongful act, error or omission of the <br />Auditor and /or its agents and /or employees. This obligation by the Auditor will not be limited <br />because of the specification of any particular insurance coverage required under the 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 <br />�k,alilin„ ASS € .fix i °a tt aaw 2013 <br />11 <br />