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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 and which has been paid for in full. Said work product shall be submitted in hard copy <br />and produced in a form compatible with City's information systems, as agreed between the Project <br />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. For the avoidance of doubt, records <br />as identified in this section does not include Auditor's workpapers which are proprietary <br />information and access is restricted. <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 $1,020,030 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 />c. City and Auditor agree that all payments due and owing under this Agreement shall be <br />made through Automated Clearing House (ACH) transfers. Auditor agrees to execute <br />the City's standard ACH Vendor Payment Authorization and provide required <br />documentation. Upon verification of the data provided, the City will be authorized to <br />deposit payments directly into Auditor's account(s) with financial institutions. <br />Page 2 of 10 <br />