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0 0 <br /> 2.2 Terms of Compensation <br /> CONSULTANT shall submit monthly invoices for hours worked during the <br /> prior month. CITY agrees to authorize payment for all undisputed invoice amounts <br /> within thirty (30) days of receipt of each invoice. CITY agrees to use its best efforts to <br /> notify CONSULTANT of any disputed invoice amounts or claimed completion <br /> percentages within ten (10) days of the receipt of each invoice. However, CITY's failure <br /> to timely notify CONSULTANT of a disputed amount or claimed completion percentage <br /> shall not be deemed a waiver of CITY's right to challenge such amount or percentage. <br /> Additionally, in the event CITY fails to pay any undisputed amounts due <br /> CONSULTANT within forty-five (45) days after invoices are received by CITY then CITY <br /> agrees that CONSULTANT shall have the right to consider said default a total breach of <br /> this Agreement and be terminated by CONSULTANT without liability to CONSULTANT <br /> upon ten (10) working days advance written notice. <br /> 2.3 Term of Agreement <br /> This Agreement shall commence on May 19, 2015 and shall terminate on <br /> June 30, 2016, unless sooner terminated pursuant to Article 4 of this Agreement. This <br /> Agreement may be extended upon the mutual written agreement of the parties. <br /> ARTICLE 3 <br /> INDEMNIFICATION AND INSURANCE <br /> 3.1 Indemnification <br /> CONSULTANT shall defend, indemnify, and hold the CITY, its officials, <br /> officers, employees, agents and independent contractors serving in the role of CITY <br /> officials, and volunteers (collectively "Indemnitees") free and harmless from any and all <br /> claims, demands, causes of action, costs, expenses, liabilities, losses, damages or <br /> injuries, in law or equity, to property or persons, including wrongful death (collectively <br /> "Claims"), arising from any negligent or wrongful acts or omissions of CONSULTANT, <br /> its officials, officers, employees or agents in connection with the performance of this <br /> Agreement, including without limitation the payment of all consequential damages, <br /> attorneys' fees, and other related costs and expenses. With respect to any and all such <br /> Claims, CONSULTANT shall defend Indemnitees, with counsel satisfactory to CITY, at <br /> CONSULTANT's own cost, expense, and risk and shall pay and satisfy any judgment, <br /> award, or decree that may be rendered against Indemnitees. CONSULTANT shall <br /> reimburse Indemnitees for any and all legal expenses and costs incurred by each of <br /> them in connection therewith or in enforcing the indemnity herein provided. <br /> CONSULTANT's obligation to indemnify shall not be restricted to insurance proceeds, if <br /> any, received by CONSULTANT or Indemnitees. All duties of CONSULTANT under this <br /> Section shall survive termination of this Agreement. <br /> Page 2 of 11 <br /> HOTLINE TPA-FINANCIAL Agreement for ProfessionaVTechnical Services <br />