Res 2017-087/Audit Services Contract

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ARTICLE 7 OWNERSHIP AND USE OF DOCUMENTS 7.1 All documents prepared by Auditor in connection with this Agreement will become the property of the City except for audit work papers that will remain the property of the Auditor. However, all work papers and related reports will be retained, at the Auditor's expense, for a minimum of five years after all questions arising from the audit have been resolved, unless the Auditor is notified in writing by the City of the need to extend the retention period. The Proponent will be required to make the work papers available, upon request to the City, and representatives of federal and state agencies who have jurisdiction. 7.2 The Auditor will retain all other 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. 7.3 The Auditor will respond to the reasonable inquiries of its successors on a timely basis and will allow those successors to review work papers relating to matters of continuing accounting significance. ARTICLE 8 TERM; TERMINATION OF AGREEMENT 8.1 The term of this Agreement will be effective as of August 1, 2017 for the audit of the fiscal years ending September 30, 2017 through the fiscal year ending September 30, 2021 and will automatically extend for five (5) years until July 31, 2021 unless this Agreement is terminated under Sections 8.2 or 8.3 below. 8.2 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. 8.3 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 the Internal Auditor to transfer title and deliver to the City in the manner and to the extent directed by the Purchasing Manager: (a) any completed materials; and (b) such partially completed materials as the Internal Auditor has specifically produced for the performance of the terminated part of the agreement, for which payment has been made by the City. Upon such termination, the Internal Auditor will use reasonable efforts to (a) stop work to the extent specified (b) terminate any subconsultants as they relate to the terminated work, and (c) be paid the following amounts without duplication, subject to the other terms of this contract: (i) contract prices for supplies or Auditing Services Agreement 2017 10