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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. Said work product shall be submitted in hard copy and produced in a form compatible
<br />with 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
<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 />contractor,,;, 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.
<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 $759,245 during the term of this Agreement,
<br />including tiny 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 ltecitals 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
<br />with the fiscal year ending June 30, 2021 and .June 30, 2022. CITY shall retain an option in its sole
<br />discretion to extend auditing services for one additional two -year period, exercisable by the City
<br />Manager, for the fiscal year ending June 30, 2023 and June 30, 2024, subject to nonsubstantive
<br />changes approved by the City Manager and City Attorney.
<br />Page 2 of 9
<br />City Council 15 — 7 5/4/2021
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