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City will be charged interest at the rate of 1-1/2% per month, or that permitted by law if <br />lesser, on all past -due amounts starting 45 days after receipt of invoice. Payments will first be <br />credited to interest and then to principal. <br />In the event of a disputed billing, only the disputed portion will be withheld from <br />paymerit, and City shall pay the undisputed portion. City will exercise reasonableness in <br />disputing any bill or portion thereof. No interest shall accrue on any disputed portion of the <br />billin.- until mutually resolved. <br />If City fails to make payment in full within 45 days of the date due for any <br />undisputed billing, Consultant may, after giving 7 days' written notice to City, suspend services <br />under this AGREEMENT until paid in full, including interest. In the event of suspension of <br />services, Consultant will have no liability to City for delays or damages caused by City because <br />of such suspension. <br />3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any <br />expenses unless authorized in writing by City. <br />3.3.4 Extra Work. At any time during the term of this Agreement, City may <br />request that Consultant perform Extra Work. As used herein, "Extra Work" means any work <br />which is determined by City to be necessary for the proper completion of the Project, but which <br />the parties did not reasonably anticipate would be necessary at the execution of this Agreement. <br />Consultant shall not perform, nor be compensated for, Extra Work without written authorization <br />from City's Representative. <br />3.4 Accounting Records. <br />3.4.1 Maintenance and Inspectio . Consultant shall maintain complete and <br />accurate records with respect to all costs and expenses incurred under this Agreement. All such <br />records shall be clearly identifiable. Consultant shall allow a representative of City during <br />normal business hours to examine, audit, and make transcripts or copies of such records and any <br />other documents created pursuant to this Agreement. Consultant shall allow inspection of all <br />work, data, documents, proceedings, and activities related to the Agreement for a period of three <br />(3) years from the date of final payment under this Agreement. <br />3.5 General Provisions. <br />3.5.1 Termination of Agreement. <br />3.5.1.1 Grounds for Termination. City may, by written notice to <br />Consultant, terminate the whole or any part of this Agreement at any time and without cause by <br />giving written notice to Consultant of such termination, and specifying the effective date thereof, <br />at least seven (7) days before the effective date of such termination. On termination, Consultant <br />will be paid for all authorized services performed up to the termination date plus termination <br />expenses, such as, but not limited to, reassignment of personnel, subcontract termination costs, <br />and related closeout costs Consultant may not terminate this Agreement except for cause. <br />0RANGF\GPP\1 372S. 1 <br />7 <br />