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2. SCOPE OF WORK Consultant agrees to perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Work - Exhibit A, attached hereto and incorporated by reference. Additional Agreement provisions, if any, may be contained in "Additional Provisions" attached hereto and incorporated into this Agreement as Exhibit C. 3. SCHEDULE OF SERVICES If a Task Order is issued, Consultant shall complete services and shall perform and deliver them to the City as described and detailed in Exhibit A and per the Task Order provided. The City may request that the Consultant provide a proposed scope of work, schedule and budget for a particular project or work product within a Task Order. If the City approves the Task Order, the City will issue a Notice to Proceed ("NTP") approved by the Executive Director of the Public Works Agency or his/her designee ("Executive Director"). Consultant shall meet the work deliverables within the Task Order, the schedule and budget unless otherwise adjusted by the City. Such services shall be provided per written request of the Executive Director after the City's issuance of the NTP. 4. COMPENSATION City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates, fees, and charges identified in Exhibit B, "Compensation", attached hereto, and incorporated by reference, in an amount not to exceed two hundred fifty thousand dollars ($250,000) over the entire life of the Agreement, including any renewal period(s). Exhibit B includes completed Federal Exhibits 10-K and 10-H along with all Consultant and subconsultant(s) rates and fees that comply with federal requirements. Exhibit D includes all previously completed Federal certification forms as part of the Proposal submittal in response to the Request for Proposals. These are attached hereto and incorporated herein as Attachment D- 1, D-2, D-3 and D-4. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer disks (CD)s, USB jump drives or equivalent, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City 2