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3.3 Fees and Payments. <br />3.3.1 Compensation. Contractor shall receive compensation, including authorized <br />reimbursements, for all Services rendered under this Agreement at the rates set forth in <br />Exhibit "C" attached hereto and incorporated herein by reference. The total compensation shall <br />not exceed Two Hundred Eighty -Five Thousand Dollars and No Cents ($285,000), without <br />written approval of City's Utilities Director. Extra Work may be authorized, as described below, <br />and if authorized, will be compensated at the rates and manner set forth in this Agreement. <br />3.3.2 Payment of Compensation. Contractor shall submit to City an itemized invoice, <br />which indicates work completed and hours of Services rendered by Contractor. The invoice <br />shall describe the amount of Services and supplies provided for each repair, as appropriate. <br />City shall, within 45 days of receiving such invoice, review the invoice and pay all approved <br />charges thereon. <br />3.3.3 Reimbursement for Expenses. Contractor 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 request that <br />Contractor perform Extra Work. As used herein, "Extra Work" means any work, which is <br />determined by City to be necessary for the proper completion of the Project, but which the <br />parties did not reasonably anticipate would be necessary at the execution of this Agreement. <br />Contractor 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 Inspection. Contractor shall maintain complete and accurate <br />records with respect to all costs and expenses incurred under this Agreement. All such records <br />shall be clearly identifiable. Contractor shall allow a representative of City during normal <br />business hours to examine, audit, and make transcripts or copies of such records and any other <br />documents created pursuant to this Agreement. Contractor shall allow inspection of all work, <br />data, documents, proceedings, and activities related to the Agreement for a period of three (3) <br />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 Contractor, <br />terminate the whole or any part of this Agreement at any time and without cause by giving <br />written notice to Contractor of such termination, and specifying the effective date thereof, at <br />least seven (7) days before the effective date of such termination. Upon termination, Contractor <br />shall be compensated only for those services, which have been adequately rendered to City, <br />and Contractor shall be entitled to no further compensation. Contractor may not terminate this <br />Agreement except for cause. <br />3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, <br />City may require Contractor to provide all finished or unfinished Documents and Data and other <br />information of any kind prepared by Contractor in connection with the performance of Services <br />RV PUB\NGS\529338 <br />