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person or party. AUDITOR shall deliver to CITY any Independent Auditor's Reports and other signed <br />opinions which results from the services provided. 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 work product produced as a deliverable under this Agreement, AUDITOR agrees, <br />for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) work <br />product shall be the property of the CITY, and may not be copyrighted without prior review from the <br />CITY, and (b) the authors of all such work product, whether copyrighted or not, award to the CITY, and <br />to its officers, agents and employees acting within the scope of their official duties, as a condition of <br />payment to the AUDITOR, a royalty-free, nonexclusive, irrevocable license throughout the world for <br />governmental purposes to disclose, publish, translate, reproduce, and use such work product. <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. INDEPENDE9 N&ACTOR <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 />2 <br />