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Page 2 of 12 <br />accept as total payment for its services to CITY, the rates and charges identified in <br />EXHIBITS B and C. The total amount to be expended during the term of this <br />Agreement shall not exceed $921,213. The sum of this amount shall include a base <br />amount of $801,055 and a contingency amount of $120,158 for services to be <br />provided at the sole discretion of CITY. <br />b.Except however, that pursuant to a duly executed Change Order mutually agreed to by <br />the parties in accordance with Section 3-21 of this Agreement, a different invoicing period <br />may be specified for the particular services provided in accordance with the terms of such <br />Change Order. <br />c.Payment by CITY shall be made within forty-five days (45) days following receipt of proper <br />invoice evidencing work performed, subject to CITY accounting procedures and proof of <br />insurance as set forth in section 3-8 (Insurance). Billing or invoice statements shall be <br />presumed to have been received three (3) days after they are mailed or twenty-four (24) <br />hours after being electronically transmitted in accordance with the provisions of Section 3- <br />6 of this Agreement. <br />d.Payment need not be made for work that fails to meet the standards of performance set <br />forth in the Recitals, which may reasonably be expected by CITY. <br />e.Any disputed charges must be presented by CITY to CONSULTANT in writing within <br />fifteen (45) days of the date of CITY’S receipt of CONSULTANT’S invoice/statement, and <br />the parties agree to cooperate in good faith to promptly resolve any disputed invoice or <br />claim of substandard work within forty-five (45) days of CONSULTANT’s receipt of CITY’s <br />written notice of dispute. In the event CITY disputes any amounts invoiced by <br />CONSULTANT in good faith, the undisputed amount shall be paid when due, and only <br />disputed amounts shall be withheld pending resolution of the dispute. If payment of a <br />disputed amount has already been made and later resolution of the dispute is in CITY’s <br />favor, a credit will be issued by CONSULTANT to CITY on the next invoice. <br />2.1 Maximum Contract Compensation <br />Maximum compensation payable to CONSULTANT for all services rendered <br />by CONSULTANT to CITY as described in this Agreement shall not exceed $921,213 <br />unless an increase in maximum contract compensation shall be agreed to by the parties <br />pursuant to duly executed amendment to this Agreement. <br />a.Annual Compensation Cap - Compensation for each yearly period (January 1 <br />through December 31) of services provided under this Agreement, including <br />optional contract extension periods, shall be capped by CITY fiscal year period (July <br />1 through June 30) as set-forth in EXHIBIT D. <br />b.Any Contracted Compensation Amount, Additional Contingency Amount, or <br />Maximum Compensation Amount as set forth in EXHIBIT D, which is not <br />expressed as a whole dollar value shall, for purposes of fixing the maximum <br />compensation amount payable under this agreement, be rounded-up to the next <br />highest whole dollar.