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expenses, overhead and administrative costs, and any-and-all other costs, expenses, and
<br /> charges incurred by Consultant, its agents, and employees to provide the Services.
<br /> (b) The total compensation payable by Pleasanton to Consultant for the Services
<br /> SHALL NOT EXCEED the sum of $82,500 ("Pleasanton not-to-exceed amount"). Pleasanton
<br /> shall compensate Consultant for the Services in accordance with Budget Exhibit A. The
<br /> Pleasanton not-to-exceed amount is intended to be Consultant's only compensation for the
<br /> Services from Pleasanton and is inclusive of one-half of all costs of labor, licensing, permitting,
<br /> travel expenses, overhead and administrative costs, and any-and-all other costs, expenses,
<br /> and charges incurred by Consultant, its agents, and employees to provide the Services.
<br /> 6. Term. The term of this Agreement commences on January 1, 2016, and terminates
<br /> upon the completion of the Services or June 30, 2017, whichever occurs first.
<br /> 7. Termination by Cities. Cities may terminate any portion or all of the Services by giving
<br /> Consultant at least 30 calendar-days written notice. Upon receipt of a termination notice,
<br /> Consultant shall immediately stop all work in progress on the Services except where
<br /> necessary to preserve the benefit of the work, and assemble the work on the Services for
<br /> delivery to Cities on the termination date. All compensation for Services performed prior to the
<br /> termination date shall be payable to Consultant in accordance with Section 5.
<br /> 8. Ownership of Documents. All drawings, designs, data, photographs, reports and
<br /> other items prepared or obtained by Consultant in the performance of the Services are Cities'
<br /> property and Consultant shall deliver them to Cities' upon demand.
<br /> 9. Copyright and Right of Use. All items created by Consultant for Cities under this
<br /> Agreement are works made for hire, and Consultant shall give Cities the copyright and all
<br /> intellectual property rights to all items developed, prepared, and delivered as part of the
<br /> Services. Consultant agrees that all aspects of the Services and items created thereby will be
<br /> original works of creation and will not use, in whole or in part, any work created by any other
<br /> party, except when expressly disclosed by Consultant to Cities and Consultant obtains a
<br /> license to such items for the benefit of Cities. All licenses must be perpetual, world-wide, non-
<br /> exclusive, and royalty free sufficient in scope to permit Cities' full use and enjoyment of its
<br /> ownership rights in the items created by the Services.
<br /> 10. Confidentiality. Consultant shall not disclose any confidential or proprietary
<br /> information received from Cities to anyone except Consultant's employees who require access
<br /> to the information to perform the Services. This obligation shall survive termination and remain
<br /> in full force and effect until the information, and any copies thereof, are destroyed or returned
<br /> to Cities.
<br /> 11. Hold Harmless and Indemnity. Consultant shall defend, indemnify and hold Cities,
<br /> their elected officials, officers, directors, employees, agents, and designated volunteers
<br /> harmless from and against any and all loss, liability, damage, including but not limited to
<br /> reasonable attorney, consultant and expert fees, and court costs arising out of or in connection
<br /> with this Agreement, except for the gross negligence and willful misconduct of Cities, their
<br /> elected officials, officers, directors, employees, agents, and designated volunteers.
<br /> Professional Services Agreement Page 3
<br /> Rev. 7/15
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