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3. Each WORK ORDER may be divided into units of deliverables or phases of work, including, but not limited to, reports, findings, drawings, drafts, or other work product, that must be received and accepted in writing by CITY's designated representative prior to approval of payment for such work. 4. Fees and other charges for services shall be invoiced monthly or as otherwise provided in the applicable WORK ORDER. PROFESSIONAL shall submit duly certified and proper invoices for approval, in triplicate, to CITY's representative designated in the applicable WORK ORDER. Such invoices shall be reviewed by CITY and, if approved, shall be submitted to the CITY's chief disbursement officer for payment together with certification that the services invoiced have been rendered and that the services are in conformity with this MASTER AGREEMENT and the applicable WORK ORDER. In any case in which an improper invoice is submitted by PROFESSIONAL, CITY shall within ten (10) business days after such improper invoice is received by the designated CITY representative, notify PROFESSIONAL that the invoice is improper and indicate what corrective action on the part of PROFESSIONAL is needed to make the invoice proper. 5. The payment due date for invoices shall be forty-five (45) days after a certified and proper invoice is received by the CITY's chief disbursement officer after approval by the appropriate CITY representative, or if required, approval by City Council. However, if CITY notifies PROFESSIONAL by such due date that CITY disputes the invoice or any portion thereof, the payment due date for such disputed invoice or portion shall be as provided herein for resolution of invoice payment disputes. Payment of any undisputed invoice or undisputed portion of an invoice not made by CITY to PROFESSIONAL by the due date shall begin to bear interest from thirty (30) days after the due date at the rate of one percent (1%) per month on the unpaid balance. PROFESSIONAL must invoice CITY for any interest accrued in order to receive the interest payment. 6. In the event a dispute occurs between CITY and PROFESSIONAL concerning payment of an invoice, such disagreement shall be resolved by the Director of CITY's Department having responsibility for the applicable WORK ORDER. The Department Director shall proceed, not later than forty-five (45) days after the date on which a proper invoice was received by CITY, to resolve the dispute by good faith consultation with PROFESSIONAL and CITY's representative(s) and such proceeding shall be concluded by final decision not later than sixty (60) days after the date on which a proper invoice was received by CITY. CITY shall pay PROFESSIONAL the amount agreed between the parties as proper for the invoice or, if agreement cannot be reached, the amount determined by the Director to be proper for the invoice. Such payment shall be less any amounts previously paid by CITY with respect to such invoice. In the event that PROFESSIONAL disputes the decision of the Director, PROFESSIONAL shall appeal such decision as provided in the Code of Ordinances of the City of Vero Beach or such dispute shall be deemed waived and the Director's decision shall be final. 7. If an invoice payment dispute is resolved in favor of CITY, then interest charges shall begin to accrue fifteen (15) days after CITY's final decision. If such dispute is resolved in favor of PROFESSIONAL, then interest shall begin to accrue as of G:\Pending Agreements\Vero Seach\Prof Services MasterAgmt PRMG 140 -14 -JO 11 3 14.doc Page 8 of 16 254