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in excess of the maximum amount of compensation provided for in this section. Notwithstanding the foregoing, IPS shall not be obligated to perform any warranty services without associated payment. 5.2. Reimbursable Expenses. Contractor may charge City for ongoing, reimbursable expenses for credit card processing, data management, and pay by cell data at the rate identified in Exhibit B on a monthly basis, if applicable (the "Reimbursable Expenses"). The Reimbursable Expenses are not included in, and will be in addition to, the total amount described in Section 5.1 and any fee paid for warranty services pursuant to Section 5.3. Contractor acknowledges that City requires ongoing performance of the equipment and services to meet the performance standards described in Exhibit D ("Ongoing Performance Standards"), which is incorporated herein by reference hereto. If the equipment and services fail to meet the performance standards listed in Exhibit D, City will notify IPS of such failure. If such failure is not remedied within thirty (30) days, City may withhold payment of the Reimbursable Expenses until such failure is remedied. Work not covered by the Warranty Terms must be approved in writing by the assigned Project Manager and the City. 5.3. Optional Extended Warranty and Maintenance Services. Included in the deliverables to be provided to City for the "not to exceed" price set out in 5.1 above are the warranty described in Exhibit C for a period of three (3) years from the occurrence of Milestone 4. Should the City elect to purchase warranty services described in Exhibit C for one or more additional years ("Extended Warranty Services"), the City will notify the Contractor in writing thirty (30) days prior to expiration of the original three (3) year period. The Extended Warranty Services shall continue thereafter for additional one (1) year periods not to exceed ten (10) years in total, provided that the City may cancel the Extended Warranty Services at any time effective as of the date thirty (30) days after the City provides written notice of cancellation to Contractor. Fees for the Extended Warranty Services will be invoiced and paid annually according to the fee schedule listed in Exhibit B. 5.4. The City will compensate IPS for the purchase of IPS Equipment and Software, as set forth in Attachment B. 5.5. City further agrees to pay to IPS the amounts specified in Attachment B on a Net 30 basis from the date of invoice, provided, however, that milestone invoices will be paid on a Net 30 basis upon the City's acceptance of each of the Project Milestones. 5.6. City agrees to promptly notify IPS in writing of any dispute with any invoice, and that invoices for which no such notification is made within 30 days after receipt of the invoice shall be deemed accepted by the City. 5.7. Pricing shall remain fixed during the Initial Term after the effective date of this Agreement. After this initial period, IPS shall have the right to adjust Agreement pricing due to increases in Inflation as published by the US Bureau of Labor Statistics for All Items Consumer Price Index REV: 05-05-161S Page 4 of 177 ATTY/AGR.2016.094/IPS Group