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u~.v a uvvi aa.v.r aaaa aav/a va ....a11aL VLLaV 111111 V C11Vl VI JJVI • ~ : Ja _ .+np+' ~'jry ~ ~ • J l,/ ~ ' ~ _ Mary Taylor, ~P~ : ~.uditat:- of State MTMORA,NTIUM OF A.GREEMEN~' This agreement is entered into as of the 25~' day of November, 2009, by and between Ciuni & Panichi, inc. an independent public accoutatant (IPA), MARY TAX){.OR, CPA, Auditor of State of Ohio (Auditor) and City of North Olmsted, Cuyahoga County (Public Office) WITNESSL•TI-I: Whereas, the Public Office on October 19, 2UU9, issued a Request for Proposals for the audit of City of North Olmsted pursuant to Sections 117.11 and 115.56, Revised Code, ror fiscal periods January 1, 2009 through December 31, 2013. Whereas, IPA responded to the Request for Proposals with a formal proposal whereui they indicated their willingness to perlorm the audit of Public Office in accordance with the items and conditions set forth in the Request for l~roposttls; and Whereas, the Public Office, with the approval of the Auditor, has determined the IPA has submitted the proposal most advantageous to the Auditor anNOW, THEREFORE, IPA and Public Olficc do mutually agree as follows: 1. This Memorandum of Agreement, the Request for Proposals, the Proposal of the IPA and any written documents supplementing, amending, or iucorporrting the Request for Proposal, the .Ptnposal of the IPA, and the Memorandum of Agreement constitute the integrated written ageemcnt of the parties, to be known as the "Contract"; 2. The IPA shall, in consideration of the: paymernts specified in the Proposal, anthe requirements of the Crnltract, perform the specified audit of Public Office; 3. Public Office will provide the IPA with such payments, services, and support as arc specified in the Request for Proposals; and 4. The Auditor will provide the IPA with such services and support as are specified in the Request for proposals; and S. If applicable, pursuant to the agreement of the parties a subcontractor with respect to the Contract will be as stated below. T'uather, pursuant to the }tP'P Terttts of Engagement and this Contract, the IPA shall be and remain solely msponsibl~ to the Public Office and Auditor for the acts the 1PA performs or faults of any subcontractor and of any subcontractor's officers, agents or employees, who arc dcerucd to be agents or cmlployces of the 11'A to t1x extent of the subcontract. Each subcontractor shall jointly and severally agree that neither the Public Office rxor the Auditoz is obligated to pay or to be liable for the payment of any sums clue the sulxontr~aetor. 88 E. Draad St. /Fourth Flom / ColwnUus, OH 43215-3506 Telephone: (614) 466-4514 (800) 2B2-0370 Fax: (b14) 466-4490 www.auciitvr.state.vh.us ~ EXHIBIT J ~ ~ ~~ 1 / G