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3. DELIVERY OF WORK PRODUCT - OWNERSHIP
<br />Consultant 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. Consultant's contribution to the Project, including works to
<br />be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or
<br />personal rights of any third person or party. Consultant 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 Consultant.
<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 Consultant, Consultant 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 employees
<br />acting within the scope of their official duties, as a condition of payment to the Consultant, a
<br />royalty -free, nonexclusive, irrevocable license throughout the world for governmental purposes
<br />to disclose, publish, translate, reproduce, and use such materials.
<br />4. COMPENSATION
<br />a. City agrees to pay, and Consultant agrees to accept as total payment for its services:
<br />• For Routine Maintenance, $8,000 per year.
<br />• For On -Call Services, the rates and charges identified in Exhibit A, which shall
<br />not exceed $60,000, per fiscal year.
<br />• For development and implementation of the Transportation Information System,
<br />$105,940.00, as set forth in Exhibit B.
<br />The total sum to be expended under this Agreement shall not exceed $173,940.00
<br />during the initial one -year period of this Agreement. The total expenditure during
<br />the subsequent term shall not exceed $68,000 per year.
<br />b. Payment by City shall be made within thirty (30) days following receipt of proper
<br />invoice evidencing work performed, subject to City accounting procedures. Payment need not
<br />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 />This Agreement shall commence on the date first written above and terminate on
<br />September 30, 2012, unless terminated earlier in accordance with Section 14, below. However,
<br />if the City Council fails to approve an annual budget with a line -item expense for said
<br />maintenance and on -call services, the agreement shall expire on June 30 of the then current year.
<br />The maintenance and on -call services may be extended for up to two additional one -year periods,
<br />at the option of the City.
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