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(9)
<br />CITY OF SANTA ANA
<br />shall be the property of the City, and may not be copyrighted without prior review from the City, and ( b) the authors
<br />of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting
<br />within the scope of their official duties, as a condition of payment to the Auditor, a royalty -free, nonexclusive,
<br />irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and
<br />use such materials.
<br />4. COMPENSATION
<br />a. City agrees to pay, and Auditor agrees to accept as total payment for its services for City, the rates and
<br />charges identified in Exhibit B. The total amount to be expended under this Agreement shall not exceed
<br />$xxxxxxx during the term of this Agreement, including any extension periods.
<br />b. Payments to Auditor shall be made within forty-five (45) days after receipt by City of invoices from
<br />Auditor, which shall be rendered not more often than monthly. Special examinations, surveys, or
<br />detailed reports of any nature outside the scope of this Agreement shall be billed separately by Auditor
<br />and must be specifically authorized in writing by City in advance of such additional services proposed
<br />to be provided. 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 />c. City and Auditor agree that all payments due and owing under this Agreement shall be made through
<br />Automated Clearing House (ACH) transfers. Auditor agrees to execute the City's standard ACH Vendor
<br />Payment Authorization and provide required documentation. Upon verification of the data provided,
<br />the City will be authorized to deposit payments directly into Auditor's account(s) with financial
<br />institutions.
<br />TERM
<br />The term of this Agreement shall be for a period of three (3) consecutive years, beginning with the fiscal
<br />year ending June 30, 202x and June 30, 202x. CITY shall retain an option in its sole discretion to extend auditing
<br />services for one additional two -year period, exercisable by the City Manager, for the fiscal year ending June 30,
<br />202x and June 30, 202x, subject to nonsubstantive changes approved by the City Manager and City Attorney.
<br />6. INDEPENDENT CONTRACTOR
<br />Auditor shall, during the entire term of this Agreement, be construed to be an independent contractor and
<br />not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -
<br />employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the
<br />professional manner in which Auditor performs the services which are the subject matter of this Agreement;
<br />however, the services to be provided by Auditor shall be provided in a manner consistent with all applicable
<br />standards and regulations governing such services. Auditor shall pay all salaries and wages, employer's social
<br />security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all
<br />applicable withholding taxes.
<br />7. INSURANCE (Subject to revision per RMD requirements)
<br />Auditor shall procure and maintain for the duration of the contract insurance against claims for injuries to
<br />persons or damages to property which may arise from or in connection with the performance of the work hereunder
<br />and the results of that work by the Auditor, his agents, representatives, employees or subcontractors.
<br />MINIMUM SCOPE OF INSURANCE
<br />Coverage shall be at least as broad as:
<br />1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an
<br />"occurrence" basis, including products and completed operations, property damage, bodily injury and
<br />personal & advertising injury with limits no less than in the total amount of $1,000,000 per occurrence, with
<br />$2,000,000 in the aggregate.. If a general aggregate limit applies, either the general aggregate limit shall
<br />City of Santa Ana RFP No. 24-009 Page 25 of 37
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