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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
<br />this Agreement and will perform its obligations hereunder in accordance with standards and
<br />practices prevailing in the industry. AUDITOR's contribution to the Project, including works to
<br />be produced, by AUDITOR hereunder, will not infringe or misappropriate the proprietary or
<br />personal rights of any third person or party. AUDITOR shall deliver to CITY any work product
<br />which results from the services provided, Said work product shall be submitted in hard copy and
<br />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
<br />not 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
<br />employees acting within the scope of their official duties, as a condition of payment to the
<br />AUDITOR, a royalty -free, nonexetusive, irrevocable license throughout the world for
<br />governmental purposes to 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,
<br />the rates and charges identified in AUDITOR's Cost Proposal, attached hereto as Exhibit C. The
<br />total sum to be expended under this Agreement shall not exceed per fiscal year during the term
<br />of this Agreement is FY 2015-16 is $180,630 and FY 2016-17 is $186,045,
<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
<br />examinations, surveys, or detailed reports of any nature outside the scope of this Agreement shall
<br />be billed separately by AUDITOR and must be specifically authorized in writing by CITY in
<br />advance of such additional services proposed to be provided. Payment need not be made for
<br />work which fails to meet the standards of performance set forth in the Recitals which may
<br />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, 2016 and June 30, 2017. CITY shall retain an option in its
<br />sole discretion to extend auditing services for one additional two-year period, exercisable by the
<br />City Manager, for the fiscal year ending June 30, 2018 and June 30, 2019, subject to non -
<br />substantive changes approved by the City Manager and City Attorney.
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