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<br /> The CITY agrees to give AUDITOR prompt written notice of any claim <br /> or other matter as to which the CITY believes this indemnification <br /> provision is applicable. AUDITOR shall have the right to defend <br /> against any such claim with counsel of its own choosing, and to settle <br /> and/or compromise such claim as AUDITOR deems appropriate. The CITY <br /> further agrees to cooperate with AUDITOR in the defense of any such <br /> claim or other matter. <br /> 8.3 The AUDITOR hereby affirms that AUDITOR and AUDITOR 's firm have <br /> not made or agreed to make any valuable gift whether in the form of <br /> service, loan, thing or promise to any person or any of his/her <br /> immediate family, having the duty to recommend, the right to vote upon, <br /> or any other direct influence on the selection of Auditors to provide <br /> professional auditing services to the CITY within the two years <br /> preceding the execution of this Agreement. <br /> 8.4 During the term 0 f this Agreement, the AUDITOR agrees to comply <br /> with applicable provisions of federal law prohibiting discrimination in <br /> employment practices. <br /> 8.5 All references in this Agreement to any particular gender are for <br /> convenience only and shall be construed and interpreted to be of the <br /> neuter gender. <br /> 8.6 Should any provision herein be found or deemed to be invalid, this <br /> Agreement shall be construed as not containing such provision, and all <br /> other provisions which are otherwise lawful shall remain in full force <br /> and effect, and to this end the provisions of this Agreement are <br /> declared to be severable. <br /> 8.7 All services provided pursuant to this Agreement are for the <br /> exclusive use and benefit of CITY. <br /> 8.8 In performing this Agreement, AUDITOR, its successors and assigns, <br /> shall comply with all local, state and federal laws and regulations. <br /> 8.9 All requirements set forth in the Single Audit Act of 1984 and <br /> OMB Circular-A-128 "Audits of State and Local Governments" are <br /> incorporated by reference hereto and shall be as binding upon the <br /> AUDITOR as if contained herein. <br /> ARTICLE 9 <br /> SUCCESSORS AND ASSIGNS <br /> 9.1 The CITY and the AUDITOR, respectively, bind themselves, their <br /> -7- <br />