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7.11. Grantee shall maintain all pertinent financial and accounting records pertaining to this
<br />Agreement in accordance with generally accepted accounting principles and other procedures
<br />reasonably specified by City. Upon termination or expiration of this Agreement or request by
<br />City, Grantee shall provide, at its expense, copies of all financial and accounting records
<br />produced by it arising out of this Agreement.
<br />7.12. Grantee shall allow audits, compliance or special reviews and inspections, including on-
<br />site inspection, with or without prior notice, of Grantee's facilities by City or by third parties
<br />designated by City, or their authorized representatives. Grantee shall provide its full cooperation
<br />for any such audit, review or inspection, including providing timely access, for examination and
<br />copying of records (including computerized records) pertinent books, documents, papers,
<br />computer programs and records and reasonable access to its personnel.
<br />7.13. Grantee grants to City a non - exclusive, irrevocable, transferable, royalty free, worldwide
<br />license to use, reproduce, display, distribute, and prepare derivative works for the Project
<br />conceived, performed or created as a result of this Agreement.
<br />7.14. Grantee and any of the Grantee's agents, employees or representatives are, for all
<br />purposes under this Agreement, an independent contractor and shall not be deemed to be an
<br />employee of the City, and none of them shall be entitled to any benefits to which City employees
<br />are entitled including but not limited to, overtime, retirement benefits, work's compensation
<br />benefits, injury leave or other leave benefits.
<br />7.15. Neither party shall assign any rights or obligations under this Agreement.
<br />7.16. Each party covenants that it presently has no interests and shall not have interests, direct
<br />or indirect, which would conflict in any manner with performance of services specified under this
<br />Agreement.
<br />7.17. Each party warrants that they have executed this Agreement knowingly, freely and
<br />voluntarily and with full knowledge of its legal consequences. All parties involved warrant and
<br />represent that, prior to executing this Agreement, each party has had the opportunity to review
<br />and consider this matter with legal counsel, and that the terms of this Agreement, and its
<br />consequences, are fully understood by each party.
<br />7.18. This Agreement represents the entire agreement and understanding between the parties,
<br />and supersedes any and all prior agreements and understandings between the parties, whether
<br />oral or written.
<br />7.19. Each undersigned represents and warrants that its signature herein below has the power,
<br />authority and right to bind their respective parties to each of the terms of this Agreement, and
<br />shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or
<br />damages to City in the event that such authority or power is not, in fact, held by the signatory or
<br />is withdrawn.
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