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writing by City in advance if such additional services proposed to be provided. Payment
<br />need not be made for work which fails to meet the standards of performance set forth
<br />in the Recitals which may reasonably be expected by City.
<br />3. TERM
<br />This Agreement shall commence on the date first written above and continue through the
<br />completion of services for the fiscal year ending on June 30, 2020. City hall retain an option to
<br />extend auditing services for an additional fiscal year ending June 30, 2021, subject to non -
<br />substantive changes approved by the City Manager and City Attorney, unless the Agreement is
<br />terminated earlier in accordance with Section 14, below.
<br />4. INDEPENDENT CONTRACTOR
<br />Auditor shall, during the entire tern of this Agreement, be construed to be an independent
<br />Auditor and not an employee of the City. This Agrecrncat is not intended nor shall it be construed
<br />to create an employer-eniployce relationship, a joint venture relationship, or to allow the City to
<br />exercise discretion or control over the professional manner in which Auditor performs the services
<br />which are the subject matter of this Agreement; however, the services to be provided by Auditor
<br />shall be provided in a manner, consistent with all applicable standards and regulations governing
<br />such services. Auditor shall pay all salaries and wages, employer's social security taxes,
<br />unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br />applicable withholding taxes.
<br />5, DELIVER OF WORK PRODUCT -OWNERSHIP
<br />Auditor warrants and represents that it has the absolute right to enter into and perform this
<br />Agreement and will perform its obligations hereunder in accordance with standards and practices
<br />prevailing in the industry, Auditor' s contribution to the Project, including works to be produced
<br />by Auditor hereunder, will not infringe or misappropriate the proprietary or personal rights of any
<br />third person or party, Auditor shall deliver to City any work product which results from the services
<br />provided, Said work product shall be submitted in bard copy and produced in a form compatible
<br />with City' s information systems, as agreed between the Project Manager and Auditor.
<br />In regard to all material produced as a deliverable under this Agreement, including but not
<br />limited to records, papers, drawings, specifications, programs, systems and other materials
<br />prepared by Auditor, Auditor agrees, for itself and its affected officers, employees, agents,
<br />contractors, and volunteer workers, that (a) other such material shall be the property of the City,
<br />and may not be copyrighted without prior review from the City, and (b) the authors of all such
<br />material, whether copyrighted or not, award to the City, and to its officers, agents and employees
<br />acting within he scope of their official duties, as a condition of payment to the Auditor, a royalty -
<br />free, nonexclusive, irrevocable license throughout the world for governmental purposes to
<br />disclose, publish, translate, reproduce, and use such materials.
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