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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 with
<br />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 limited
<br />to records, papers, drawings, specifications, programs, systems and other materials prepared by
<br />AUDITOR, AUDITOR agrees, for itself and its affected officers, employees, agents, contractors, and
<br />volunteer workers, that (a) other such material shall be the property of the CITY, and may not be
<br />copyrighted without prior review from the CITY, and (b) the authors of all such material, whether
<br />copyrighted or not, award to the CITY, and to its officers, agents and employees acting within the scope
<br />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,
<br />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, the rates
<br />and charges identified in AUDITOR's Cost Proposal, attached hereto as Exhibit C. The total sum to be
<br />expended under this Agreement shall not exceed $208,000 per fiscal year, during the term of this
<br />Agreement.
<br />b. Payments to AUDITOR shall be made within thirty (30) days after receipt by CITY of
<br />invoices from AUDITOR, which shall be rendered not more often than monthly. Special examinations,
<br />surveys, or detailed reports of any nature outside the scope of this Agreement shall be billed separately by
<br />AUDITOR and must be specifically authorized in writing by CITY in advance of such additional services
<br />proposed to be provided. Payment need not be made for work which fails to meet the standards of
<br />performance 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 three (3) consecutive years, beginning with
<br />the fiscal year ending June 30, 2012. CITY shall retain an option in its sole discretion to extend auditing
<br />services for one additional one-year period.
<br />6. INDEPENDENT CONTRACTOR
<br />AUDITOR shall, during the entire term of this Agreement, be construed to be an independent
<br />contractor and not an employee of the CITY. This Agreement is not intended nor shall it be construed to
<br />create an employer-employee relationship, a joint venture relationship, or to allow the CITY to exercise
<br />discretion or control over the professional manner in which AUDITOR performs the services which are
<br />the subject matter of this Agreement; however, the services to be provided by AUDITOR shall be
<br />provided in a manner consistent with all applicable standards and regulations governing such services.
<br />AUDITOR shall pay all salaries and wages, employer's social security taxes, unemployment insurance and
<br />similar taxes relating to employees and shall be responsible for all applicable withholding taxes.
<br />7. INSURANCE
<br />Prior to undertaking performance of work under this Agreement, AUDITOR shall maintain and
<br />shall require its subcontractors, if any, to obtain and maintain insurance as described below:
<br />25d-6
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