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3.2.14.5.3 Damages: City may seek damages from Contractor for delay in <br />completing the Services caused by Contractor's failure to comply with the laws, regulations, <br />policies and standard described in Sections 3.2.14.2, 3.2.14.3 and 3.2.14.4 of this Agreement, <br />or any other similar relevant water quality law, regulation, or policy. <br />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 facility rates set forth in <br />Exhibit B and curb mile rates set forth in Exhibit D attached hereto and incorporated herein <br />by reference (collectively, "Rates"). The initial annual compensation shall not exceed Four <br />Million, Three Hundred Four Thousand, Eight Hundred Fifty Dollars and Zero Cents <br />($4,304,850) ("Base Compensation") without written approval by City. The Base <br />Compensation is comprised of (1) an initial base amount of $3,913,500 for street sweeping <br />services to City streets as well as roads and parking lots of City Parks, Recreation, and <br />Community Services facilities and (2) a ten percent (10%) contingency initially of $391,350 for <br />additional sweeping services at the City's sole discretion. Subsequent annual compensation <br />amounts are subject to an adjustment as set forth in Section 3.3.5 of this Agreement. Extra <br />Work may be authorized, as described below, and if authorized, will be compensated at the <br />Rates and manner set forth in this Agreement. <br />3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized <br />invoice by the 15th of each month for the services rendered in the prior month, which shall <br />indicate work completed and hours of Services rendered by Contractor. Payment for curb miles <br />swept may be withheld as specified in Section 3.2.8. City shall, within sixty (60) days of <br />receiving such invoice, review the invoice and pay all non -disputed and approved charges. If <br />the City disputes any of Contractor's fees, the City shall give written notice to Contractor within <br />sixty (60) days of receipt of an invoice of any disputed fees set forth therein and only such <br />disputed fees may be withheld. <br />3.3.3 Reimbursement for Expenses. Contractor shall not be reimbursed for any <br />expenses unless authorized in writing by the City Manager. <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, or requested by Contractor subject to City approval which <br />shall not be unreasonably withheld, 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 />Extra work includes, but is not limited to, changes in law and City -directed changes to the <br />Services. Contractor shall not perform, nor be compensated for, Extra Work without prior <br />written authorization from the City. <br />3.3.5 Adjustment to Charges. The Rates and Base Compensation will be adjusted <br />annually based on the actual Consumer Price Index (CPI) with no cap beginning at the end of <br />the first 12 months. The index that will be used for determining adjustments to street sweeping <br />charges shall be the most recent December CPI for All Urban Consumers for Los Angeles - <br />Anaheim -Riverside CMSA, published by the United States Department of Labor Bureau of <br />Labor Statistics or any relevant successor for the Orange County area. The adjustment will be <br />calculated using 100% CPI, from December of one year to December of the next year (e.g., <br />Page 7 of 13 <br />