Common use of Payment and Billing Clause in Contracts

Payment and Billing. a. As a condition precedent for any payment, the CONSULTANT shall submit monthly, an invoice to the CITY requesting payment for services properly rendered and expenses due. The CONSULTANT'S invoice shall describe with reasonable particularity each service rendered, the date thereof, the time expended if such services were rendered pursuant to an Hourly Rate Basis and the person’s position rendering such service. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the CITY may require. Each invoice shall bear the signature of the CONSULTANT, which signature shall constitute the CONSULTANT'S representation to the CITY that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided are for a public purpose, that all obligations of the CONSULTANT covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the CONSULTANT that payment of any portion thereof should be withheld. Submission of the CONSULTANT’s invoice for final payment will be clearly marked Final Invoice and shall further constitute the CONSULTANT’S representation to the CITY that, upon receipt by the CONSULTANT of the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be paid in full. b. If the Scope of Services to be performed by a Work Order is clearly defined in advance of the work effort, the Work Order shall, at the sole discretion of the CITY, be issued on a "Lump Sum Basis.” Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated therein. c. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated therein. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments to the CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The CONSULTANT shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the CONSULTANT, Work Order Number, Purchase Order Number, and all other information required by this Agreement. j. Invoices shall be reviewed and approved by the Project Manager prior to payment. The original invoice shall be sent to: City of Green Cove Springs Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Payment and Billing. a. As a condition precedent for any payment(a) STATION will, from time to time at intervals following broadcasts hereunder, bill AGENCY on behalf of Advertiser. AGENCY shall deliver payment to STATION at the CONSULTANT shall submit monthly, an address on the invoice to the CITY requesting payment for services properly rendered and expenses due. The CONSULTANT'S invoice shall describe with reasonable particularity each service rendered, within 15 days of the date thereof, of the invoice. (b) Any time expended if such services were rendered pursuant to of terrestrial radio broadcast on an Hourly Rate Basis and the person’s position rendering such service. The CONSULTANT'S invoice shall be accompanied accurate within 15 minutes. Any invoice identifying commercial announcements and their date and time of broadcasts, when sworn to by such documentation or data in support of expenses for which payment is sought as the CITY may require. Each invoice shall bear the signature of the CONSULTANTSTATION, which signature shall constitute an affidavit of performance or proof-of- performance. All invoices shall be deemed to be correct unless proven otherwise. (c) In the CONSULTANT'S representation event that payment on any contract becomes past due and STATION in its sole discretion refers the contract to a collection agency or attorney for collection, the discount accorded to AGENCY under this contract will become null and void. (d) STATION is entitled to the CITY maximum interest allowable by law on any past due balance. (e) In the event that the services indicated STATION, in the invoice have reached the level statedits sole discretion, have been properly and timely performed as required hereinrefers this contract to a collection agency or attorney for collection, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided are for a public purpose, that all obligations of the CONSULTANT covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the CONSULTANT that payment of any portion thereof should be withheld. Submission of the CONSULTANT’s invoice for final payment AGENCY will be clearly marked Final Invoice and shall further constitute the CONSULTANT’S representation to the CITY thatresponsible for all costs, upon receipt by the CONSULTANT of the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be paid in full. b. If the Scope of Services to be performed by a Work Order is clearly defined in advance of the work effort, the Work Order shall, at the sole discretion of the CITY, be issued on a "Lump Sum Basis.” Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated therein. c. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated therein. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments to the CONSULTANT when requested as work progresses for services furnishedincluding, but not more than once monthlylimited to, reasonable attorney’s fees and costs and court costs, incurred. (f) Notwithstanding to whom invoices are rendered, AGENCY and Advertiser, jointly and severally, shall remain obligated to pay to STATION (i) the amount of any invoices rendered by STATION within the time specified and until payment in full is received by STATION; and (ii) any other amounts payable to STATION hereunder. Each Work Order Payment by Advertiser to AGENCY shall not constitute payment to STATION. (g) In the event any commercial announcements under this contract are purchased pursuant to a cooperative advertising arrangement, AGENCY is acknowledged to be the agent of the source of the cooperative advertising funds (hereinafter called “Vendor”) and Vendor shall be invoiced separately. The CONSULTANT shall render to jointly and severally liable with AGENCY and Advertiser for payment in full of the CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the entire cost of said announcements within the services, the name time specified and address of the CONSULTANT, Work Order Number, Purchase Order Number, and all other information required until payment in full is received by this AgreementSTATION. Payment by Vendor to AGENCY or Advertiser shall not constitute payment to STATION. j. Invoices shall be reviewed and approved by the Project Manager prior to payment. The original invoice shall be sent to: City of Green Cove Springs Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Payment and Billing. a. As a condition precedent for any payment, the CONSULTANT shall submit (a) STATION will bill AGENCY or ADVERTISER monthly, an using the Final Sunday Fiscal Month, unless otherwise provided on the face of the contract. (b) Payment by AGENCY or ADVERTISER is due upon receipt of invoice. AGENCY or ADVERTISER waives any billing dispute if AGENCY or ADVERTISER does not notify STATION of such dispute in writing within thirty (30) days from date of the invoice to containing such amount in dispute. In the CITY requesting payment for services properly rendered event AGENCY or ADVERTISER timely notifies STATION of such dispute, AGENCY or ADVERTISER and expenses due. The CONSULTANT'S invoice STATION shall describe work diligently with reasonable particularity each service renderedtoward a resolution, the date thereof, the time expended if such services were rendered pursuant to an Hourly Rate Basis and the person’s position rendering such service. The CONSULTANT'S invoice but any amount not in dispute shall be accompanied promptly paid as described herein. Payments by such documentation established and recognized advertising agencies for on-air advertising shall be subject to a 15% agency discount on cash payments only, except for non-commissionable amounts or data as otherwise stated herein or in support a governing master contract. (c) For on-air advertising, upon request STATION shall provide proof of expenses for which payment performance specifying exact times when commercials were aired taken from the official log maintained by STATION. (d) If this agreement is sought as entered into by an AGENCY, then AGENCY agrees that ADVERTISER and AGENCY are jointly and severally purchasing the CITY may require. Each invoice shall bear advertising hereunder and acknowledges that any credit that has been extended by STATION has been extended on the signature basis of the CONSULTANT, which signature credit and promise to pay of both AGENCY and ADVERTISER. AGENCY represents and warrants that it is authorized to bind the ADVERTISER and agrees that AGENCY and ADVERTISER shall constitute be jointly and severally liable for the CONSULTANT'S representation to the CITY that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided are for a public purpose, that all obligations of the CONSULTANT covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the CONSULTANT that payment of any portion thereof should be withheld. Submission of the CONSULTANT’s invoice for final payment will be clearly marked Final Invoice and shall further constitute the CONSULTANT’S representation to the CITY that, upon receipt by the CONSULTANT of the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be paid in full. b. If the Scope of Services payments to be performed by a Work Order is clearly defined in advance of the work effort, the Work Order shall, at the sole discretion of the CITY, be issued on a "Lump Sum Basis.” Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated therein. c. If the Scope of Services to be performed by a Work Order made under this agreement. Sequential liability is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-accepted unless specifically agreed to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required in writing by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated thereinSTATION management. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments to the CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The CONSULTANT shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the CONSULTANT, Work Order Number, Purchase Order Number, and all other information required by this Agreement. j. Invoices shall be reviewed and approved by the Project Manager prior to payment. The original invoice shall be sent to: City of Green Cove Springs Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Payment and Billing. a. As a condition precedent 5.1 Prices for any payment, the CONSULTANT shall submit monthly, an invoice to the CITY requesting payment for services properly rendered and expenses due. The CONSULTANT'S invoice shall describe with reasonable particularity each service rendered, the date thereof, the time expended if such services were rendered pursuant to an Hourly Rate Basis and the person’s position rendering such service. The CONSULTANT'S invoice Services shall be accompanied by such documentation or data as set forth in support Exhibit A. Supplier shall invoice Verizon upon receipt of expenses for which payment is sought as the CITY may requireVerizon’s written notice of acceptance of Services. Each invoice shall bear the signature reference this Agreement and Verizon’s written notification of the CONSULTANT, which signature shall constitute the CONSULTANT'S representation to the CITY that the services indicated acceptance as specified in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided are for a public purpose, that all obligations Section 7 of the CONSULTANT covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the CONSULTANT that payment of any portion thereof should be withheld. Submission of the CONSULTANT’s invoice for final payment will be clearly marked Final Invoice and shall further constitute the CONSULTANT’S representation to the CITY that, upon receipt by the CONSULTANT of the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be paid in full. b. If the Scope of Services to be performed by a Work Order is clearly defined in advance of the work effort, the Work Order shall, at the sole discretion of the CITY, be issued on a "Lump Sum Basis.” Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated therein. c. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated therein. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments to the CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The CONSULTANT shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the CONSULTANT, Work Order Number, Purchase Order Number, and all other information required by this Agreement. j. Invoices 5.2 The prices specified in this Agreement are the total prices and there shall be reviewed no other charges whatsoever. Unless otherwise specified, the prices set forth in this Agreement or in an Order include all incidental costs, including without limitation, transportation, lodging, meals, entertainment and approved the use of all necessary tools, products and equipment. 5.3 The prices include all taxes except those which Supplier is required by the Project Manager prior Law to paymentcollect from Verizon. The original fees and costs shall be inclusive of any and all fees and compensation due to any subcontractors. Supplier shall be solely responsible for the payment of any monies due or allegedly due subcontractors and Supplier’s agreements with such subcontractors shall provide that said subcontractors shall not seek payment (either directly or indirectly) from Verizon. Supplier is responsible for all of Supplier’s own overhead, equipment, tools, telephone calls, transportation, materials and any costs of any nature unless this Agreement specifically provides otherwise. Supplier may not charge Verizon for overtime work unless Verizon authorized the overtime work in writing in advance. 5.4 The price(s) shall be firm for the Term of this Agreement except that Supplier may at any time decrease the prices. Supplier agrees that if Supplier’s list price or the price later offered to Verizon for a Service is lower than the stated price, then the stated price shall be lowered for such Services provided. 5.5 Each invoice shall be sent toitemized. Payments of undisputed amounts shall be made within ninety (90) days from the date of receipt of each invoice. 5.6 If Verizon disputes all or any portion of an invoice, it shall be required to pay only the amount not in dispute. Verizon shall be entitled to set off any amount Supplier owes Verizon against amounts payable under this or any other Agreement. Payment by Verizon shall not result in a waiver of any of its rights under this Agreement. Verizon shall not be obligated to pay Supplier for Services that are not fully and properly invoiced. 5.7 If the Order requires Supplier to procure products or materials at the expense of Verizon, Supplier agrees to make all purchasing decisions solely on meeting the needs of Verizon at the lowest possible cost. Verizon may, in its discretion, direct Supplier to purchase the products or materials from a supplier chosen by Verizon, or to purchase the products or materials after utilizing a competitive process. All such products or materials shall be provided to Verizon on a pass-through basis with no mark-up of any kind. If Supplier receives a commission, rebate or any other payment from the supplier of such products or materials connected to Supplier’s purchases for Verizon, such commission, rebate or payment shall be passed on to Verizon. 5.8 At Verizon’s option, Supplier will do the following: City Verizon may, at no additional cost to Verizon, require Supplier to accept purchase orders and submit invoices via Verizon’s electronic payment system. Any terms and conditions associated with the use of Green Cove Springs Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇the electronic payment system shall be negotiated directly between the Supplier and the electronic payment system provider. Transactions under this Agreement using the electronic payment system shall be governed by the terms and conditions of this Agreement. Payments made using such electronic invoice system shall not indicate acceptance of products or Services, ▇▇▇▇▇▇▇ ▇▇▇▇▇or any part of products or Services.

Payment and Billing. a. (a) The calendar month shall be the standard period for all payments under this Contract (other than any CEP Termination Payment or Company Termination Payment, as applicable). As a condition precedent for any paymentsoon as practicable after the end of each month, the CONSULTANT shall submit monthly, an invoice Company will render to the CITY requesting CEP a purchase statement for the payment for services properly rendered and expenses dueobligations, if any, incurred hereunder during the preceding month. The CONSULTANT'S invoice Company agrees to pay the CEP for Product delivered to the Company at the Delivery Point at the rates set forth on Exhibit I, which payments shall describe with reasonable particularity each service rendered, be fixed for the date thereof, applicable Contract years and not subject to escalation (as set forth in the time expended if such services were rendered purchase statement provided by Company to CEP pursuant to an Hourly Rate Basis and the person’s position rendering such service. The CONSULTANT'S invoice this Section 6). (b) All purchase statements under this Contract shall be accompanied by such documentation or data in support of expenses for which payment is sought as the CITY may require. Each invoice shall bear the signature of the CONSULTANT, which signature shall constitute the CONSULTANT'S representation to the CITY that the services indicated in the invoice have reached the level stated, have been properly due and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred payable in accordance with this Agreementeach Party’s purchase statement instructions (e.g., that all services provided are for a public purpose, that all obligations wiring instructions) on or before the later of the CONSULTANT covered twentieth (20th) day of each month, or tenth (10th) day after receipt of the purchase statement or, if such day is not a business day, then on the next business day. Each Party will make payments by prior invoices have been paid in fullelectronic funds transfer, and that the amount requested is currently due and owingor by other mutually agreeable method(s), there being no reason known to the CONSULTANT that payment of any portion thereof should be withheldaccount designated by the other Party. Submission of Any amounts not paid by the CONSULTANT’s invoice for final payment due date will be clearly marked Final Invoice deemed delinquent and shall further constitute will accrue interest at the CONSULTANT’S representation Interest Rate, such interest to be calculated from and including the CITY that, upon receipt by due date to but excluding the CONSULTANT of date the delinquent amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be is paid in full. b. If (c) A Party may, in good faith, dispute the Scope correctness of Services any purchase statement or any adjustment to a purchase statement, rendered under this Contract or adjust any purchase statement for any arithmetic or computational error within twelve (12) months of the date the purchase statement, or adjustment to a purchase statement, was rendered. In the event a purchase statement or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the purchase statement shall be required to be performed by a Work Order is clearly defined in advance made when due, with notice of the work effortobjection given to the other Party. Any purchase statement dispute or purchase statement adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, the Work Order shall, any required payment shall be made within two (2) business days of such resolution along with interest accrued at the sole discretion Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to a purchase statement is waived unless the other Party is notified in accordance with this Section 6(c) within twelve (12) months after the purchase statement is rendered or any specific adjustment to the purchase statement is made. (d) The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of the CITYProduct during the monthly billing period under this Contract, interest, and payments or credits, shall be issued on a "Lump Sum Basis.” Upon netted so that only the CONSULTANT’S acceptance of the Work Order, the CONSULTANT excess amount remaining due shall perform all work required be paid by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated thereinParty who owes it. c. (e) If the Scope of Services to be performed by no mutual debts or payment obligations exist and only one Party owes a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated therein. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals debt or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments obligation to the CONSULTANT when requested as work progresses for services furnishedother during the monthly billing period, including, but not more than once monthly. Each Work Order limited to, interest, and payments or credits, that Party shall be invoiced separately. The CONSULTANT shall render pay such sum in full when due. (f) With respect to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services renderedCEP, the cost Parties agree to recognize that this Section 6 is subject to Florida’s Prompt Payment Act (Florida Statutes Sections 218.70- 218.80) and allows CEP, for all purposes of the servicesthis Section 6, the name and address forty-five (45) days after receipt of the CONSULTANTany purchase statement, Work Order Numberas applicable, Purchase Order Numberto make payment, and all other information required by this Agreementincluding interest. j. Invoices shall be reviewed and approved by the Project Manager prior to payment. The original invoice shall be sent to: City of Green Cove Springs Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Payment and Billing. a. As a condition precedent Host shall pay Provider for any payment, electricity produced by the CONSULTANT shall submit monthly, an invoice to Facility at the CITY requesting payment for services properly rendered and expenses duerates set forth in Exhibit A hereto. The CONSULTANT'S invoice rate shall describe with reasonable particularity each service rendered, become effective on the date thereof, Commercial Operations Date at the time expended if such services were rendered pursuant to an Hourly Rate Basis "Year 1" rate shown in Exhibit A and the person’s position rendering such service. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the CITY may require. Each invoice shall bear the signature of the CONSULTANT, which signature shall constitute the CONSULTANT'S representation to the CITY that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred adjust annually thereafter in accordance with this AgreementExhibit A on each anniversary of such date. The energy purchase rates contained in Exhibit A reflect Provider's responsibility to pay for all costs for the design, that all services provided are for a public purposepermitting, that all obligations construction, maintenance, operation, administration, and removal of the CONSULTANT covered by prior invoices Facility pursuant to this Power Purchase Agreement. Host shall have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the CONSULTANT that payment responsibility for any portion of any portion thereof should be withheldsuch costs, except to pay for electricity produced as provided in this Power Purchase Agreement. Submission of Host shall pay for the CONSULTANT’s invoice for final payment will be clearly marked Final Invoice and shall further constitute the CONSULTANT’S representation to the CITY that, upon receipt electricity produced by the CONSULTANT of Facility quarterly in arrears. Promptly after the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be paid in full. b. If the Scope of Services to be performed by a Work Order is clearly defined in advance of the work effort, the Work Order shall, at the sole discretion of the CITY, be issued on a "Lump Sum Basis.” Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated therein. c. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated therein. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments to the CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The CONSULTANT shall render to the CITY, at the close end of each calendar monthquarter, Provider shall provide Host with an itemized invoice properly dated, describing any services renderedsetting forth the quantity of electricity produced by the Facility in such quarter, the cost applicable rates for such and the total amount due, which shall be the product of the services, quantity and the name and address of the CONSULTANT, Work Order Number, Purchase Order Number, and all other information required by this Agreement. j. applicable rates. Invoices shall be reviewed in writing and approved shall be either (i) delivered by hand; (ii) mailed by first-class, registered or certified mail, return receipt requested, postage prepaid; (iii) delivered by a recognized overnight or personal delivery service; (iv) transmitted by facsimile (such transmission to be effective on the day of receipt if received prior to 5:00 p.m. local time on a business day or in any other case as of the next business day following the day of transmittal); or (v) transmitted by email if receipt of such transmission by email is specifically acknowledged by the Project Manager prior to payment. The original invoice shall be sent torecipient (automatic responses not being sufficient for acknowledgement), addressed as follows: City of Green Cove Springs Accounts Payable Santa ▇▇▇▇▇▇▇ Municipal Airport ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇Road Santa Barbara, ▇▇▇▇▇▇▇ ▇▇▇▇▇CA 93117 Facsimile: (XXX) XXX-XXXX Host shall pay each invoice within twenty (20) days of receipt of the invoice. Provided the Host has the ability to make payment by electronic funds transfer , payment shall be made by electronic funds transfer to an account designated by Provider in the invoice or in a written notice delivered to Host; otherwise payment shall be made by check or other means agreed by the Parties. Any amounts not paid when due, including any amounts properly disputed and later determined to be owing, shall accrue interest on the unpaid amount at the rate of 1% per month, compounded monthly. If Host objects to all or a portion of an invoice, Host shall, on or before the date payment of the invoice is due, (i) pay the undisputed portion of the invoice, and (ii) provide an itemized statement of its objections setting forth in reasonable detail the basis for its objections. If Host does not object prior to the date payment of any invoice is due, Host shall be obligated to pay the full amount of such invoices but Host may subsequently object to such invoice and, if such objection proves to be correct, receive a refund of the disputed amount plus interest on the disputed amount at the rate of 1% per month, compounded monthly; provided, however, that Host may not object to any invoice more than twelve (12) months after the date on which such invoice is rendered. The right to dispute or object to an invoice, shall, subject to the time limitation provided in this Section 7(e), survive the expiration or termination of this Agreement.

Payment and Billing. a. As a condition precedent for any payment, the CONSULTANT shall submit (a) STATION will bill AGENCY or ADVERTISER monthly, an using the Final Day of Month, unless otherwise provided on the face of the contract. ● Payment by AGENCY or ADVERTISER is due upon receipt of invoice. AGENCY or ADVERTISER waives any billing dispute if AGENCY or ADVERTISER does not notify STATION of such dispute in writing within thirty (30) days from date of the invoice to containing such amount in dispute. In the CITY requesting payment for services properly rendered event AGENCY or ADVERTISER timely notifies STATION of such dispute, AGENCY or ADVERTISER and expenses due. The CONSULTANT'S invoice STATION shall describe work diligently with reasonable particularity each service renderedtoward a resolution, the date thereof, the time expended if such services were rendered pursuant to an Hourly Rate Basis and the person’s position rendering such service. The CONSULTANT'S invoice but any amount not in dispute shall be accompanied promptly paid as described herein. (b) For on-air advertising, upon request STATION shall provide proof of performance specifying exact times when commercials were aired taken from the official log maintained by such documentation or data in support of expenses for which payment STATION. (c) If this agreement is sought as entered into by an AGENCY, then AGENCY agrees that ADVERTISER and AGENCY are jointly and severally purchasing the CITY may require. Each invoice shall bear advertising hereunder and acknowledges that any credit that has been extended by STATION has been extended on the signature basis of the CONSULTANT, which signature credit and promise to pay of both AGENCY and ADVERTISER. AGENCY represents and warrants that it is authorized to bind the ADVERTISER and agrees that AGENCY and ADVERTISER shall constitute be jointly and severally liable for the CONSULTANT'S representation to the CITY that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided are for a public purpose, that all obligations of the CONSULTANT covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the CONSULTANT that payment of any portion thereof should be withheld. Submission of the CONSULTANT’s invoice for final payment will be clearly marked Final Invoice and shall further constitute the CONSULTANT’S representation to the CITY that, upon receipt by the CONSULTANT of the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be paid in full. b. If the Scope of Services payments to be performed by a Work Order is clearly defined in advance of the work effort, the Work Order shall, at the sole discretion of the CITY, be issued on a "Lump Sum Basis.” Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated therein. c. If the Scope of Services to be performed by a Work Order made under this agreement. Sequential liability is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-accepted unless specifically agreed to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required in writing by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated thereinSTATION management. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments to the CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The CONSULTANT shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the CONSULTANT, Work Order Number, Purchase Order Number, and all other information required by this Agreement. j. Invoices shall be reviewed and approved by the Project Manager prior to payment. The original invoice shall be sent to: City of Green Cove Springs Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Payment and Billing. a. As a condition precedent for Payment by CLIENT to STATION is due within terms as determined and communicated by STATION. Should an invoice item(s) become in dispute, CLIENT shall notify STATION in writing within 21 days of receipt of invoice regarding details of any payment, the CONSULTANT discrepancy identified. CLIENT shall submit monthly, an invoice to the CITY requesting payment for services properly rendered and expenses due. The CONSULTANT'S invoice shall describe with reasonable particularity each service rendered, the date thereof, the time expended if such services were rendered pursuant undisputed item(s) due STATION according to an Hourly Rate Basis and the person’s position rendering such service. The CONSULTANT'S invoice shall be accompanied by such documentation or data in support terms pending resolution of expenses for which payment is sought as the CITY may require. Each invoice shall bear the signature of the CONSULTANT, which signature shall constitute the CONSULTANT'S representation to the CITY that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided are for a public purpose, that all obligations of the CONSULTANT covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the CONSULTANT that payment of any portion thereof should be withheld. Submission of the CONSULTANT’s invoice for final payment will be clearly marked Final Invoice and shall further constitute the CONSULTANT’S representation to the CITY that, upon receipt by the CONSULTANT of the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be paid in fulldiscrepant item(s). b. If the Scope of Services Any non-airtime or packaged items may be billed separately and be subject to be performed by a Work Order is clearly defined in advance of the work effort, the Work Order shall, at the sole discretion of the CITY, be issued on a "Lump Sum Basis.” Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated thereindifferent terms and conditions. Package items may include products from other Belo owned or operated affiliates or include non-airtime products. c. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at Invoice(s) shall act as the sole discretion proof-of-performance and/or completion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated therein. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments to the CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The CONSULTANT shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the CONSULTANT, Work Order Number, Purchase Order Number, and all other information required by this Agreement. j. Invoices d. Notwithstanding to whom bills are rendered, Advertiser and Agency are each obligated as follows, to pay to STATION the amount of bills rendered by STATION within the time specified and until payment in full is received by STATION. i. Subject to paragraph (ii) below, Agency is liable for payment to STATION. Agency shall keep records related to payments received from Advertiser with respect to this Agreement. Upon reasonable notice from STATION, Agency shall allow STATION to review such records with respect to Agency’s and Advertiser’s performance under this Agreement. ii. Advertiser is liable for payment to STATION for amounts owing but not paid to the Agency by Advertiser. iii. If STATION initiates formal collection proceedings in the event of non-payment of bills, the Agency and/or Advertiser against which proceedings are brought (consistent with the liability structure in (i) and (ii) above), shall be reviewed liable in addition for collection fees, court costs and approved by the Project Manager prior to payment. The original invoice shall be sent to: City of Green Cove Springs Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇attorney fees.

Payment and Billing. a. As a condition precedent for any payment, the CONSULTANT shall submit (a) STATION will bill AGENCY or ADVERTISER monthly, an using the Final Sunday Fiscal Month, unless otherwise provided on the face of the contract. (b) Payment by AGENCY or ADVERTISER is due upon receipt of invoice. AGENCY or ADVERTISER waives any billing dispute if AGENCY or ADVERTISER does not notify STATION of such dispute in writing within thirty (30) days from date of the invoice to containing such amount in dispute. In the CITY requesting payment for services properly rendered event AGENCY or ADVERTISER timely notifies STATION of such dispute, AGENCY or ADVERTISER and expenses due. The CONSULTANT'S invoice STATION shall describe work diligently with reasonable particularity each service renderedtoward a resolution, the date thereof, the time expended if such services were rendered pursuant to an Hourly Rate Basis and the person’s position rendering such service. The CONSULTANT'S invoice but any amount not in dispute shall be accompanied promptly paid as described herein. Payments by such documentation established and recognized advertising agencies shall be subject to a 15% agency discount on cash payments only, except for non-commissionable amounts or data as otherwise stated herein or in support a governing master contract. (c) Invoices shall contain dates of expenses for which payment advertising purchased on request, length of commercial announcement and cost. (d) Upon request STATION shall provide proof of performance specifying exact times when commercials were aired taken from the official log maintained by STATION as required by FCC regulations. (e) If this agreement is sought as entered into by an AGENCY, then AGENCY agrees that ADVERTISER and AGENCY are jointly and severally purchasing the CITY may require. Each invoice shall bear advertising hereunder and acknowledges that any credit that has been extended by STATION has been extended on the signature basis of the CONSULTANT, which signature credit and promise to pay of both AGENCY and ADVERTISER. AGENCY represents and warrants that it is authorized to bind the ADVERTISER and agrees that AGENCY and ADVERTISER shall constitute be jointly and severally liable for the CONSULTANT'S representation to the CITY that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided are for a public purpose, that all obligations of the CONSULTANT covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the CONSULTANT that payment of any portion thereof should be withheld. Submission of the CONSULTANT’s invoice for final payment will be clearly marked Final Invoice and shall further constitute the CONSULTANT’S representation to the CITY that, upon receipt by the CONSULTANT of the amount invoiced, all obligations of the CONSULTANT to others, including its consultants, incurred in connection with the services provided, will be paid in full. b. If the Scope of Services payments to be performed by a Work Order is clearly defined in advance of the work effort, the Work Order shall, at the sole discretion of the CITY, be issued on a "Lump Sum Basismade under this agreement.” Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the negotiated “Lump Sum Fee” amount stated therein. c. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Not-to Exceed” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be paid more than the “Not-to-Exceed” amount stated therein. d. If the Scope of Services to be performed by a Work Order is not clearly defined, the Work Order may, at the sole discretion of the CITY, be issued on an "Hourly Rate Basis" and contain a “Limitation of Funds” amount. Upon the CONSULTANT’S acceptance of the Work Order, the CONSULTANT shall perform all work required by the Work Order, but in no event, shall the CONSULTANT be authorized to exceed that amount without the prior written approval of the CITY. Said approval, if given by the CITY, shall indicate a new “Limitation of Funds” amount. The CONSULTANT shall advise the CITY whenever the CONSULTANT has incurred expenses on any Work Order that equals or exceeds eighty percent (80%) of the “Limitation of Funds” amount. e. For Work Orders issued on a "Lump Sum Basis," the CONSULTANT may invoice the amount due based on the percentage of total Work Order services actually performed and completed, but in no event, shall the invoice amount exceed a percentage of the “Lump Sum Fee” amount equal to a percentage of the total services actually completed. f. For Work Orders issued on an "Hourly Rate Basis” with a “Not-to-Exceed” amount, the CONSULTANT may invoice the amount due for actual work hours performed, but in no event, shall the invoice amount exceed a percentage of the “Not-to- Exceed” amount equal to a percentage of the total services actually completed. g. For Work Orders issued on an "Hourly Rate Basis" with a “Limitation of Funds” amount, the CONSULTANT may invoice the amount due for services actually performed and completed. h. Each Work Order, whether issued on a "Lump Sum Basis" or an "Hourly Rate Basis" with a “Not-to-Exceed” amount shall be treated separately. i. The CITY shall make payments to the CONSULTANT when requested as work progresses for services furnished, but not more than once monthly. Each Work Order shall be invoiced separately. The CONSULTANT shall render to the CITY, at the close of each calendar month, an itemized invoice properly dated, describing any services rendered, the cost of the services, the name and address of the CONSULTANT, Work Order Number, Purchase Order Number, and all other information required by this Agreement. j. Invoices shall be reviewed and approved by the Project Manager prior to payment. The original invoice shall be sent to: City of Green Cove Springs Accounts Payable ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇