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V. METHOD OF BILLING AND PAYMENT <br />Contractor may submit proper invoices for compensation no more often than <br />monthly, but only after the services for which the invoices are submitted have been <br />completed. An original invoice plus one copy are due within fifteen (15) days of the <br />end of the month. Invoices shall designate the nature of the services performed <br />and/or the goods provided. <br />City shall pay Contractor within forty-five (45) days of receipt of Contractor's proper <br />invoice, as provided in the Florida Local Government Prompt Payment Act, as may <br />be amended from time to time. <br />To be deemed proper, all invoices must comply with the requirements set forth in <br />this Agreement and must be submitted on the form and pursuant to instructions <br />prescribed by the City's Contract Administrator. Payment may be withheld for <br />failure of Contractor to comply with a term, condition, or requirement of this <br />Agreement. <br />Notwithstanding any provision of this Agreement to the contrary, City may withhold, <br />in whole or in part, payment to the extent necessary to protect itself from loss on <br />account of inadequate or defective work that has not been remedied or resolved in <br />a manner satisfactory to the City's Contract Administrator or failure to comply with <br />this Agreement. The amount withheld shall not be subject to payment of interest <br />by City. <br />VI. GENERAL CONDITIONS <br />A. Indemnification <br />Contractor shall protect and defend at Contractor's expense, counsel being <br />subject to the City's approval, and indemnify and hold harmless the City and <br />the City's representatives, employees, volunteers, elected and appointed <br />officials, and agents from and against any and all losses, penalties, fines, <br />damages, settlements, judgments, claims, costs, charges, expenses, or <br />liabilities, including any award of attorney fees and any award of costs, in <br />connection with or arising directly or indirectly out of any act or omission by <br />the Contractor or by any officer, employee, agent, invitee, subcontractor, or <br />sublicensee of the Contractor. The provisions and obligations of this section <br />shall survive the expiration or earlier termination of this Agreement. To the <br />extent considered necessary by the City Manager, any sums due Contractor <br />under this Agreement may be retained by City until all of City's claims for <br />indemnification pursuant to this Agreement have been settled or otherwise <br />resolved, and any amount withheld shall not be subject to payment of <br />interest by City. <br />B. Intellectual Prooerty <br />Contractor shall protect and defend at Contractor's expense, counsel being <br />subject to the City's approval, and indemnify and hold harmless the City <br />Page 3 of 21 <br />CAM #25-0122 <br />Exhibft 3 201 <br />Page 3 of 21 <br />