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charges for services, plus applicable taxes, is due upon final invoice. Risk of loss of the <br /> product will pass to City upon shipment and City is responsible for providing and <br /> maintaining insurance against loss for the full replacement value of the products.Title to <br /> the products will pass to City when Contractor receives full payment for the products. <br /> Recurring charges for Smart Net Maintenance Services are invoiced in advance. City must <br /> pay all applicable taxes when invoiced. Invoices are due within thirty(30)days of the date <br /> of invoice. For past due invoices,City agrees to pay late payment charges of one and one- <br /> half percent(1.5%)of the overdue amount per month,or the maximum lawful amount, <br /> whichever is less. In the event of a disputed invoice, City agrees to pay the entire <br /> undisputed amount of such invoice by the due date and to include with the remittance <br /> sufficient detail for Contractor to ascertain what amount is in dispute and why. The Parties <br /> shall use good faith efforts to reconcile the disputed amount within thirty(30)days of <br /> receiving notification of any dispute. After one hundred and twenty(120)days any <br /> disputes unresolved at that time shall be referred to a collection agency at Contractor <br /> discretion. <br /> 2.2 Total Payment. City shall pay for the products and services to be rendered by Contractor <br /> pursuant to this Agreement. City shall not pay any additional sum for any expense or cost <br /> whatsoever incurred by Contractor in rendering services pursuant to this Agreement City <br /> shall make no payment for any extra,further,or additional service pursuant to this <br /> Agreement <br /> In no event shall Contractor submit any invoice for an amount in excess of the maximum <br /> amount of compensation provided above either for a task or for the entire Agreement, <br /> unless the Agreement is modified prior to the submission of such an invoice by a properly <br /> executed change order or amendment <br /> 2.3 Hourly Fees. Fees for work performed by Contractor on an hourly basis shall not exceed <br /> the amounts shown on the compensation schedule attached hereto as Exhibit B. <br /> 2.4 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B.and shall <br /> not exceed$0.00. Expenses not listed in Exhibit B are not chargeable to City. <br /> Reimbursable expenses are included in the total amount of compensation provided under <br /> this Agreement that shall not be exceeded. <br /> 2.5 Payment of Taxes. Contractor is solely responsible for the payment of employment taxes <br /> incurred under this Agreement and any similar federal or state taxes. <br /> 2.6 Payment upon Termination. In the event that the City or Contractor terminates this <br /> Agreement pursuant to Section 8,the City shall compensate the Contractor as follows: <br /> Product. If City cancels a product order,all product must be returned in resalable condition <br /> which means it is undamaged, factory sealed in the original manufacturers'packaging,and <br /> is complete with all manuals, cables,etc. Prior to returning the product, City must request <br /> Non-Professional Services Agreement between City of San Leandro and Strategic Products and Services, <br /> LLC for Network Upgrade <br /> Page 3 of 15 <br />