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