COOPERATIVE PERSONNEL SERVICES, DBA CPS HUMAN RESOURCES - 2013

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3. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Study, 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. 4. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, the rates and charges identified at page 15 of Exhibit "A ". Consultant will be paid a fixed professional services fee not to exceed $18,660.00. Consultant estimates additional costs of approximately $1,100.00. Additional services, if any, as requested by City will be paid at the rates set forth at page 15 of Exhibit "A ". The total sum to be expended under this Agreement shall not exceed $25,000.00 during the term of this Agreement. b. 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. 5. TERM This Agreement shall commence on the date set forth above and terminate on June 30, 2014, unless terminated earlier in accordance with Section 15, below. 6. SCHEDULE Consultant shall make all reasonable efforts to complete the compensation study within 20 weeks from the start date as agreed to by the City and Consultant and as said schedule is set forth in Consultant's PROPOSAL, Exhibit "A" hereto.