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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 Agreement
<br />and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry.
<br />AUDITOR's contribution to the Project, including works to be produced by AUDITOR hereunder, will not
<br />infringe or misappropriate the proprietary or personal rights of any third person or party. AUDITOR shall deliver
<br />to CITY any work product which results from the services provided. Said work product shall be submitted in
<br />hard copy 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 limited to
<br />records, papers, drawings, specifications, programs, systems and other materials prepared by AUDITOR,
<br />AUDITOR agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that
<br />(a) other such material shall be the property of the CITY, and may not be copyrighted without prior review from
<br />the CITY, and (b) the authors of all such material, whether copyrighted or not, award to the CITY, and to its
<br />officers, agents and employees acting within the scope of their official duties, as a condition of payment to the
<br />AUDITOR, a royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes to
<br />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, the rates and
<br />charges identified in AUDITOR's Cost Proposal, attached hereto as Exhibit C. The total sum to be expended
<br />under this Agreement shall not exceed $ MAXIMUM FEE per fiscal year, during the term of this Agreement.
<br />b. Payments to AUDITOR shall be made within thirty (30) days after receipt by CITY of invoices from
<br />AUDITOR, which shall be rendered not more often than monthly. Special examinations, surveys, or detailed
<br />reports of any nature outside the scope of this Agreement shall be billed separately by AUDITOR and must be
<br />specifically authorized in 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 set forth in the Recitals
<br />which may 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 with the fiscal
<br />year ending June 30, 20XX. CITY shall retain an option in its sole discretion to extend auditing services for one
<br />additional two-year period.
<br />6. INDEPENDENT CONTRACTOR
<br />AUDITOR shall, during the entire term of this Agreement, be construed to be an independent contractor
<br />and not an employee of the CITY. This Agreement is not intended nor shall it be construed to create an
<br />employer-employee relationship, a joint venture relationship, or to allow the CITY to exercise discretion or
<br />control over the professional manner in which AUDITOR performs the services which are the subject matter of
<br />this Agreement; however, the services to be provided by AUDITOR shall be provided in a manner consistent with
<br />all applicable standards and regulations governing such services. AUDITOR shall pay all salaries and wages,
<br />employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be
<br />responsible for all applicable withholding taxes.
<br />INSURANCE
<br />Prior to undertaking performance of work under this Agreement, AUDITOR shall maintain and shall
<br />require its subcontractors, if any, to obtain and maintain insurance as described below:
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