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