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3. DELIVERY 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 by <br />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 hard 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 the 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. <br />4. COMPENSATION <br />a. City agrees to pay, and Auditor agrees to accept as total payment for its services for <br />City, the rates and charges identified in Exhibit B. The total amount to be expended <br />under this Agreement shall not exceed $759,245 during the term of this Agreement, <br />including any extension periods. <br />b. Payments to Auditor shall be made within forty-five (45) days after receipt by City of <br />invoices from Auditor, which shall be rendered not more often than monthly. Special <br />examinations, surveys, or detailed reports of any nature outside the scope of this <br />Agreement shall be billed separately by Auditor and must be specifically authorized in <br />writing by City in advance of such additional services proposed to be provided. <br />Payment need not be made for work which fails to meet the standards of performance <br />set forth in the Recitals which may reasonably be expected by City. <br />5. TERM <br />The term of this Agreement shall be for a period of two (2) consecutive years, beginning <br />with the fiscal year ending June 30, 2021 and June 30, 2022. CITY shall retain an option in its sole <br />discretion to extend auditing services for one additional two -year period, exercisable by the City <br />Manager, for the fiscal year ending June 30, 2023 and June 30, 2024, subject to nonsubstantive <br />changes approved by the City Manager and City Attorney, <br />Page 2 of 9 <br />