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<br />3 <br /> <br />Contractor and its employees, agents and representatives will not, without the prior written consent <br />of City in each instance, use in advertising, publicity or otherwise the name of City or any affiliate <br />of City, or any officer or employee of City, nor any trade name, trademark, trade device, service <br />mark, symbol or any abbreviation, agreement or simulation thereof owned by City or its affiliates, <br />nor represent, directly or indirectly, that any product or service provided by Contractor has been <br />approved or endorsed by City, nor refer to the existence of this Agreement in press releases, <br />advertising or materials distributed to prospective customers. Notwithstanding the foregoing, <br />Contractor may acknowledge, when asked, that the City is a NetFile client. <br /> <br />9. AUDITS <br /> City, through its authorized representatives, has the right during the term of this Agreement, and <br />for three (3) years from the date of final payment for goods and/or Services provided under this <br />Agreement, to audit the books and records of Contractor regarding matters covered by this <br />Agreement. Contractor agrees to maintain accurate books and records in accordance with generally <br />accepted accounting principles. Any expenses not so recorded shall be disallowed by City. <br />Contractor agrees to help City meet any reporting requirements with respect to Contractor’s <br />Services if requested by City in writing. <br /> <br />10. QUALIFICATIONS OF CONTRACTOR <br /> Contractor represents that its personnel are qualified to furnish Services of the type and quality <br />which City requires. City expressly relies on Contractor’s representations regarding its skills and <br />knowledge. Contractor shall promptly perform all Services requested by City in a safe manner and <br />in accordance with all federal, state, and local operation and safety regulations. Contractor shall <br />work closely with and be guided by City. Contractor shall also perform all work in accordance <br />with generally accepted business practices and performance standards of the industry. <br /> <br />11. MONITORING OF SERVICES <br /> <br />City may monitor the Services performed under this Agreement to determine whether Contractor’s <br />operation conforms to City policy and to the terms of this Agreement. City may also monitor the <br />Services to be performed to determine whether financial operations are conducted in accord with <br />applicable city, City, state, and federal requirements. If any action of Contractor constitutes a <br />breach, City may terminate this Agreement pursuant to the provisions described herein. <br /> <br />12. WARRANTY <br /> <br />Contractor expressly warrants that all materials and services covered by this Agreement shall be <br />fit for the purpose intended, shall be free from known defects, in a timely manner, and shall <br />conform to the specifications, requirements, and instructions upon which this Agreement is based. <br />Contractor agrees to promptly replace or correct any incomplete, inaccurate, or defective Services <br />at no further cost to City when defects are due to the negligence, errors or omissions of Contractor. <br /> <br />Contractor further warrants and represents that it is the owner of or has acquired the rights to use <br />(including derivative rights) the software, technology or otherwise that is required to provide all <br />related materials and services as set forth in Exhibit A, without violating any rights of any third