Res 2017-062/approving an agreement with Deloitte & Touche, LLP for the provision of internal auditing services

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ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 Upon the completion of the Internal Auditor's services and full payment to the Internal Auditor by the City, all documents and other deliverables ("Deliverables") prepared by the Internal Auditor in connection with the Agreement will become the property of the City, except to the extent they include any Internal Auditor pre-existing intellectual property. Internal Auditor grants to the City the right to use, for the City's internal business purposes, any pre-existing intellectual property included in the documents in connection with its use of the Deliverables. 6.2 The Internal Auditor will retain all of its records, work papers and supporting documentation relating to this Agreement, and not delivered to the City, for a period of three years after grant closeout except in the event that the Internal 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. The Internal Auditor will use electronic storage of these documents and utilize SharePoint or another City approved record depository that allows data to be imported to Tyler-Munis with ease for shared access with the City. Once the project is complete, the Internal Auditor will transfer the data to the City so it may continue to have access to documentation during the federal retention period. Alternatively, the Internal Auditor will utilize any other work paper retention system the City maintains. 6.3 As applicable, the Internal Auditor will pay all license fees, royalties, and other costs incident to the use of any invention, design, process, product or device subject to a patent right or copyright held by others in performing the work or in the completed project. 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 extend for six (6) years until March 22, 2023 unless this Agreement is terminated under Sections 7.2 or 7.3 below. Both the City and the Internal Auditor assume the Project/Services will be finally completed in accordance with the any schedule negotiated between the Internal Auditor and the City. 7.2 This Agreement may be terminated by either party upon 60 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; notwithstanding, Internal Auditor may terminate for nonpayment asset forth in Section 4.1. Each party will provide the other with at least a 30 calendar day period of opportunity to cure before the other party initiates termination. 7.3 The City may terminate this Agreement for convenience and without cause upon at least thirty (30) calendar days prior written notice to the Internal Auditor. The Internal Auditor may terminate this Agreement for convenience and without cause upon at least thirty (30) calendar days prior written notice to the City. In the event of termination for convenience the City may require Deloitte & Touche, LLP Agreement for Internal Auditor Services 2017 9