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10. City shall provide and maintain a voice grade dial-up phone line for <br />the purpose of remote access and install a terminal block in a mutually <br />agreed upon location. <br />Section 3. TERM <br />This Agreement shall commence on the date first written above and terminate upon <br />Completion of all FIM's and final acceptance by the City, unless terminated earlier in <br />accordance with the provisions as set forth below. <br />Section 4. PAYMENT <br />4.1 The aggregate amount paid by City provides for and is solely in consideration of <br />the Scope of Work described in Exhibit A, and is detailed in Exhibit B. <br />4.2 Contractor will invoice the City in accordance with the schedules set forth in <br />Exhibit B. Unless otherwise agreed in writing, invoices are due and payable thirty days <br />after receipt by the City, subject to City accounting procedures. If the City disagrees with <br />any portion of an invoice, it shall notify Contractor in writing of the amount in dispute <br />and the reason for its disagreement within 30 days of receipt of the invoice, and shall pay <br />the portion not in dispute. <br />4.3 Contractor may suspend or terminate the Work at any time if payment is not <br />received when due. In such event, Contractor shall be entitled to compensation for the <br />Work previously performed and for costs reasonably incurred in connection with the <br />suspension or termination. <br />4.4 Except to the extent expressly agreed herein, Contractor' fees include any taxes, <br />excises, fees, duties or other government charges related to the Work. The City shall pay <br />such amounts or reimburse Contractor for any such amounts Contractor pays to the extent <br />such charges are lawfully due and payable by City and have been paid or incurred by <br />Contractor in furtherance thereof. If the City claims that the Work is subject to a tax <br />exemption or direct payment permit, it shall provide Contractor with a valid exemption <br />certificate or permit and, unless specifically prohibited by law, shall indemnify, defend <br />and hold Contractor harmless from any taxes, costs and penalties arising out of the use or <br />acceptance of same. <br />4.5 .All other work or services requested by the City, including but not limited to the <br />following, shall be separately billed or surcharged on a time and materials basis: <br />(a) Emergency services, if inspection does not reveal any deficiency covered <br />by the Scope of Work, Exhibit A; <br />(b) Work and/or services performed at times other than during Contractor' <br />normal working hours, unless otherwise agreed to in Exhibit A; or <br />(c) Work and/or services performed on equipment not covered by the Scope <br />of Work, Exhibit A. <br />25D-8 <br />