25E - AGMT - ENERGY AND SUSTAINABILITY SRVS

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funding deadline is extended, Consultant shall utilize the entire grant amount of $322,800, to complete all services required to prepare and begin implementation of the Climate Action Plan, as set forth in Exhibit B. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified in Exhibit B, Fee Proposal. The total sum to be expended under this Agreement shall not exceed $255,000 during the initial term of this Agreement. If Long- Term Energy Efficiency Strategic Plan funding is extended, Consultant agrees to accept the not to exceed maximums set forth in Exhibit B, for the completion of the Climate Action Plan. In such case, the total amount for all services provided pursuant to this Agreement shall not exceed $322,800. c. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. WORK PRODUCT Consultant represents and warrants the Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. In regard to all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material shall be the property of the City, and may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 5. TERM This Agreement shall commence on the date first written above and terminate on November 30, 2012, unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Public Works Agency and the City Attorney. 6. INDEPENDENT CONTRACTOR 2 25E-4