Common use of Payment and Billing Clause in Contracts

Payment and Billing. ▇▇▇▇▇▇▇ HILLS shall pay CITY for services rendered under this MOU as set forth in this Section and Exhibit A attached hereto, and incorporated as in full. Retroactive payment from December 1, 2011 until this MOU is signed shall be made to CITY by ▇▇▇▇▇▇▇ HILLS within 15 days of execution of this Interim MOU. At the request of ▇▇▇▇▇▇▇ HILLS and because of the need therefor, CITY has performed the services specified herein prior to execution of this MOU. ▇▇▇▇▇▇▇ HILLS acknowledges the services previously performed by the CITY and ratifies the CITY’s performance of said services to the extent said services were performed in accordance with the terms and conditions of this agreement. Charges and rates are set annually by CITY and become effective on July 1 of each year. Charges are determined by calculation of full cost recovery of direct services provided to ▇▇▇▇▇▇▇ HILLS. In no event shall reimbursement to CITY exceed $240,000.00 for any twelve-month period. Payment Due: Payment shall be due within 30 days of receipt by ▇▇▇▇▇▇▇ HILLS of an invoice. Invoices shall be submitted by CITY by the 15th of the month following the service period. Submission by email is acceptable. Payment shall be remitted in full by ▇▇▇▇▇▇▇ HILLS within 30 days of receipt of each invoice. Payment shall be in arrears for the services provided during the prior month if not paid within 30 days of receipt. Fee Calculation: Each month BEVERY HILLS shall owe one twelfth (1/12) of the CITY’s annual calculated administrative overhead cost for services provided during the billing period (month); plus the actual costs for each hour, or fraction thereof, that Animal Control Officers provide services; plus the actual cost per day of each sheltered animal; less revenue received from licenses paid by residents of ▇▇▇▇▇▇▇ HILLS and collected by CITY during the billing period. Returned checks will be deducted and will not be counted as paid and collected. Should services be provided for a period of time that is not a complete calendar month (i.e. services beginning or ending in the middle of a month), the amount paid by ▇▇▇▇▇▇▇ HILLS shall be prorated by CITY at a daily rate for that month. Permit fees assessed and collected (such as fees for petting zoos, operation of animal hospitals, pet stores, etc.) will be retained by CITY and not deducted from calculations of amounts owed to cover costs. Shown in Exhibit A are overhead, shelter charges, service costs, and license credits applied from February 1, 2012 through June 30, 2012; July 1, 2012 through June 30, 2013; July 1, 2013 through June 30, 2014; July 1 2014 through June 30, 2015, and afterward, until either a new agreement is signed or through December 31, 2015, whichever is sooner. Fee Rate Adjustment: For the MOU and extensions, the fee rate shall be adjusted in an amount necessary to maintain full recovery of costs incurred by CITY. Fee rates covering service after June 30, 2013 shall be adjusted, as necessary by the CITY whenever costs change. The CITY shall inform ▇▇▇▇▇▇▇ HILLS in advance of the date and amounts of adjustments. The proposed adjusted rate shall be presented by CITY to ▇▇▇▇▇▇▇ HILLS at least 30 days in advance of the proposed change for consideration and approval by ▇▇▇▇▇▇▇ HILLS. The adjusted rate shall be incorporated into the MOU in full as an addition to Exhibit A, and invoices for services provided after the date of fee rate adjustment shall be based on the adjusted cost rate. Invoices shall be submitted to: City of ▇▇▇▇▇▇▇ Hills Code Enforcement Division ▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive Beverly Hills, California ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payment shall be remitted to: Accounting Section Department of Animal Services City of Los Angeles ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (Or as directed by the Department) Upon request, the CITY shall furnish an Activities Report to support an invoice with information regarding significant activities/observations that occurred during the month requested, including the dates and times of occurrences.

Payment and Billing. ▇▇▇16.1 The Customer: (a) agrees to pay all charges for the Services as shown in the Openreach Price List (or as otherwise agreed in writing) and calculated using the details recorded by BT and. (b) agrees to pay the charges within 30 calendar days of the date of BT’s invoice. (c) shall pay the Licence Fees in accordance with BT’s billing cycle. If BT begins, or ceases, the Service on a day which is not the first or last day of the period by reference to which BT charges Licence Fees , BT will apportion the Licence Fees on a daily basis for the incomplete period. The Licence Fees and Reservation Fees will be payable in monthly instalments in advance but BT may on occasion ▇▇▇▇ HILLS shall pay CITY for services rendered under this MOU as set forth the Customer in this Section arrears. 16.2 All charges exclude Value Added Tax (VAT) which is charged at the applicable rate and Exhibit A attached hereto, is payable by the Customer. 16.3 The Licence Fee will commence on the Licence Completion Date and incorporated as in full. Retroactive payment from December 1, 2011 until this MOU is signed shall be made to CITY by ▇▇▇▇▇▇▇ HILLS within 15 days of execution of this Interim MOU. At the request of ▇▇▇▇▇▇▇ HILLS and because of the need therefor, CITY has performed the services specified herein prior to execution of this MOU. ▇▇▇▇▇▇▇ HILLS acknowledges the services previously performed by the CITY and ratifies the CITY’s performance of said services to the extent said services were performed payable in accordance with clause 16.1 b) above. 16.4 All other charges for the terms and conditions provision of this agreement. Charges and rates are set annually by CITY and become effective on July 1 of each year. Charges are determined by calculation of full cost recovery of direct services provided to ▇▇▇▇▇▇▇ HILLS. In no event shall reimbursement to CITY exceed $240,000.00 for any twelve-month period. Payment Due: Payment the Service shall be due on the date that the Service is made available to the Customer, including the start date of the reservation by the Customer of space within 30 days the Physical Infrastructure. The Customer shall be liable to pay the Cancellation Charges in accordance with BT’s invoice. 16.5 BT: (a) may charge daily interest on late payments not the subject of receipt by ▇▇▇▇▇▇▇ HILLS a Dispute at the Interest Rate both before and after any judgement for the period beginning on the date on which payment is due and ending on the date payment is actually made. (b) must issue an invoice within twelve (12) months of the date the charge for a Service was incurred (in the case of a recurring charge) or the Service was supplied (in other cases) except for Event and Time Related Charges for which BT must issue an invoice within six (6) months of the date a charge is incurred. In the case of a Series of Event and Time Related Charges and/or Services, BT must issue the invoice within six (6) months of the date the last charge in the series was incurred. A charge shall only be valid, and the Customer shall only be obliged to make payment, if the charge is raised within the periods specified above. 16.6 If the Customer has an Invoice Dispute, it will notify BT in writing within six (6) months of the date of the invoice giving its reasons. Notification of an invoiceInvoice Dispute under this Clause16.6 is without prejudice to either party’s right to refer the subject matter of that Invoice Dispute to Ofcom. Invoices The amount in an Invoice Dispute may be withheld by the Customer until the Invoice Dispute is resolved and the balance shall be submitted by CITY due and payable on the due date. The Customer is not entitled to withhold payment of any amount not in the Invoice Dispute. The Customer is not entitled to withhold any payments to BT on the grounds that the Customer has a dispute with the end user(s) or reseller(s). Payment of the invoice in whole, or in part, by the 15th Customer does not affect the right of the month following the service period. Submission by email is acceptable. Payment shall be remitted in full by ▇▇▇▇▇▇▇ HILLS within 30 days of receipt of each invoice. Payment shall be in arrears for the services provided during the prior month if not paid within 30 days of receipt. Fee Calculation: Each month BEVERY HILLS shall owe one twelfth (1/12) Customer to dispute all or some of the CITY’s annual calculated administrative overhead cost for services charges of an invoice at a later date in accordance with this clause 16.6. 16.7 BT may make an Invoice Correction to an invoice sent to the Customer providing it notifies the Customer within six (6) months of the date of the invoice giving its reasons. 16.8 Subject to Clause 16. 12 below, if a refund, payment or credit is due to the Customer by BT (unless that overpayment results from information provided during by the billing period (month); plus the actual costs for each hour, or fraction thereof, that Animal Control Officers provide services; plus the actual cost per day of each sheltered animal; less revenue received from licenses paid by residents of ▇▇▇▇▇▇▇ HILLS and collected by CITY during the billing period. Returned checks will be deducted and will not be counted as paid and collected. Should services be provided for a period of time that Customer which is not a complete calendar month (i.e. services beginning or ending in the middle of a monthattributable to information provided by BT), the amount paid by ▇▇▇▇▇▇▇ HILLS Customer may charge daily interest on late repayment at the Interest Rate for the period beginning on the date on which the parties acting reasonably agree BT shall be prorated by CITY at a daily rate for make the repayment and ending on the date BT actually makes payment. If any charge is recalculated or adjusted with retrospective effect under an order, direction, determination or requirement of Ofcom (‘determination’), or any other regulatory authority or body of competent jurisdiction, the parties agree that month. Permit fees assessed and collected (such as fees for petting zoos, operation of animal hospitals, pet stores, etc.) interest will be retained payable on any amount due to either party as a result of that recalculation or adjustment at the Adjustment Interest Rate payable from the date specified in that determination, or if no date is specified, from the date the recalculated or adjusted charge takes effect to the date of refund or payment in full. 16.9 During the term of this Agreement the Customer acknowledges that it may become subject to BT’s Credit Vetting Policy if the following circumstances apply: (a) there is material adverse change in the Customer’s financial position which results in a reduction in the Customer’s issued credit rating or (in the absence of such a credit rating) a financial score provided by CITY an accredited ratings agency; and (b) there has been a recent or subsequent non-payment or partial non-payment (by five days or more) of an invoice (where the non-payment or partial non-payment is not the subject of a bona fide dispute) for the Services under this Agreement. 16.10 BT may acting reasonably and not deducted from calculations subject to the requirements of amounts owed Clause 16.11 below, require that the Customer provides a deposit or guarantee or payment for the Service in advance. If the Customer refuses to cover costs. Shown provide such deposit or guarantee or payment for the Service in Exhibit A advance, BT may refuse to accept any orders for the Service until such deposit or guarantee or payment for the Service in advance is provided or the outstanding non-disputed charges are overhead, shelter charges, service costs, and license credits applied from February 1, 2012 through June 30, 2012; July 1, 2012 through June 30, 2013; July 1, 2013 through June 30, 2014; July 1 2014 through June 30, 2015, and afterward, until either a new agreement is signed or through December 31, 2015fully paid, whichever is sooner. Fee Rate Adjustment: For earlier. 16.11 Any deposit or guarantee or payment for the MOU and extensionsService in advance required to be provided by the Customer under Clause 16.10 above, the fee rate shall be adjusted no greater than the estimated value of charges under this Agreement for three months and the amount or requirement for the deposit or guarantee or payment for the Service in an amount necessary to maintain full recovery of costs incurred by CITY. Fee rates covering service after June 30, 2013 shall advance should be adjusted, as necessary reviewed by the CITY whenever costs change. The CITY shall inform ▇▇▇▇▇▇▇ HILLS in advance of the date parties at regular intervals (and amounts of adjustments. The proposed adjusted rate shall be presented by CITY to ▇▇▇▇▇▇▇ HILLS at least 30 annually). 16.12 Where the Customer provides a deposit it will be held until twelve (12) consecutive months of payments have been paid on or by the due date after which the Customer will have the value of their deposit credited against BT invoices from that date. Interest on deposits held by BT will be paid at the Adjustment Interest Rate. 16.13 BT shall advise of any proposed update to the BT Credit Vetting Policy by issuing an industry briefing at least 28 calendar days prior to such update taking effect. Where the Customer has nominated a finance contact, BT shall also issue the update via email to the nominated finance contact. 16.14 This clause 16 shall continue in advance of the proposed change for consideration and approval by ▇▇▇▇▇▇▇ HILLS. The adjusted rate shall be incorporated into the MOU in full as an addition to Exhibit A, and invoices for services provided force after the date termination or expiry of fee rate adjustment shall be based on the adjusted cost rate. Invoices shall be submitted to: City of ▇▇▇▇▇▇▇ Hills Code Enforcement Division ▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive Beverly Hills, California ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payment shall be remitted to: Accounting Section Department of Animal Services City of Los Angeles ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇this Agreement., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (Or as directed by the Department) Upon request, the CITY shall furnish an Activities Report to support an invoice with information regarding significant activities/observations that occurred during the month requested, including the dates and times of occurrences.

Payment and Billing. ▇▇▇You agree to pay to CenturyLink all invoiced charges (plus applicable taxes and regulatory charges regardless of whether they are required to be collected from the user) on the terms and within the time periods indicated on the billing invoice, or as provided for in this Agreement. Charges will begin to accrue at the time Services and/or Equipment have been activated and are due within thirty (30) days of the invoice date. If any amount due is received after the payment due date or in funds not immediately available on or before the payment due date, CenturyLink will assess a late payment charge, which may be a flat amount, a fixed percentage on the total, unpaid amount of your invoice, or a combination of both, up to the maximum amount allowed by law. If Your check or other like instrument is dishonored by the depository institution on which it is drawn, We will also charge You a bad check charge not to exceed the maximum amount allowed by law. If You dispute the validity of a charge or need additional information regarding a charge, You must contact Us within forty-five (45) days of receiving the statement containing the charge. You acknowledge and agree that, subject to applicable law, We shall neither review for correction nor be liable for any invoiced charge unless You notify Us of Your dispute within that forty-five (45) day period. Such a dispute will not result in an automatic refund or credit of the disputed amount, and it will not relieve You of Your obligation to pay Your full ▇▇▇▇ HILLS shall pay CITY for services rendered on time. Should You file a timely dispute, We will review the dispute, and provide You with a credit or refund, should We find the dispute to be valid. We may, but are not required to, accept partial payments from You. If partial payments are accepted, they may be applied first to the oldest outstanding charges. If You send Us checks or money orders marked "payment in full" or otherwise labeled with a similar restrictive endorsement, We may, but are not required to, accept them, without losing any of Our rights to collect all amounts owed by You under this MOU as set forth in this Section and Exhibit A attached heretoAgreement. WE MAY CHANGE OUR RATES AND TERMS AT ANY TIME BY GIVING YOU NOTICE THEREOF AT LEAST THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF THE CHANGE. CONTINUING TO SUBSCRIBE TO, and incorporated as in fullUSE, OR PAY FOR THE SERVICES AND/OR EQUIPMENT AFTER ANY CHANGE(S) IN THE PRICES, CHARGES, TERMS OR CONDITIONS ARE EFFECTIVE, MEANS THAT YOU AGREE TO THE CHANGES. Retroactive payment from December 1, 2011 until this MOU is signed shall be made to CITY by ▇▇▇▇▇▇▇ HILLS within 15 days of execution of this Interim MOU. At the request of ▇▇▇▇▇▇▇ HILLS and because of the need therefor, CITY has performed the services specified herein prior to execution of this MOU. ▇▇▇▇▇▇▇ HILLS acknowledges the services previously performed by the CITY and ratifies the CITY’s performance of said services to the extent said services were performed in accordance with the terms and conditions of this agreement. Charges and rates are set annually by CITY and become effective on July 1 of each year. Charges are determined by calculation of full cost recovery of direct services provided to ▇▇▇▇▇▇▇ HILLS. In no event shall reimbursement to CITY exceed $240,000.00 for any twelve-month period. Payment Due: Payment shall be due within 30 days of receipt by ▇▇▇▇▇▇▇ HILLS of an invoice. Invoices shall be submitted by CITY by the 15th of the month following the service period. Submission by email is acceptable. Payment shall be remitted in full by ▇▇▇▇▇▇▇ HILLS within 30 days of receipt of each invoice. Payment shall be in arrears for the services provided during the prior month if not paid within 30 days of receipt. Fee Calculation: Each month BEVERY HILLS shall owe one twelfth (1/12) of the CITY’s annual calculated administrative overhead cost for services provided during the billing period (month); plus the actual costs for each hour, or fraction thereof, that Animal Control Officers provide services; plus the actual cost per day of each sheltered animal; less revenue received from licenses paid by residents of ▇▇▇▇▇▇▇ HILLS and collected by CITY during the billing period. Returned checks will be deducted and will not be counted as paid and collected. Should services be provided for a period of time that is not a complete calendar month (i.e. services beginning or ending in the middle of a month), the amount paid by ▇▇▇▇▇▇▇ HILLS shall be prorated by CITY at a daily rate for that month. Permit fees assessed and collected (such as fees for petting zoos, operation of animal hospitals, pet stores, etcYOUR SOLE REMEDY FOR ANY CHANGE MADE BY CENTURYLINK PURSUANT TO THIS SECTION 4 IS THE RIGHT TO TERMINATE THIS AGREEMENT ON OR BEFORE THE EFFECTIVE DATE OF ANY SUCH CHANGE.) will be retained by CITY and not deducted from calculations of amounts owed to cover costs. Shown in Exhibit A are overhead, shelter charges, service costs, and license credits applied from February 1, 2012 through June 30, 2012; July 1, 2012 through June 30, 2013; July 1, 2013 through June 30, 2014; July 1 2014 through June 30, 2015, and afterward, until either a new agreement is signed or through December 31, 2015, whichever is sooner. Fee Rate Adjustment: For the MOU and extensions, the fee rate shall be adjusted in an amount necessary to maintain full recovery of costs incurred by CITY. Fee rates covering service after June 30, 2013 shall be adjusted, as necessary by the CITY whenever costs change. The CITY shall inform ▇▇▇▇▇▇▇ HILLS in advance of the date and amounts of adjustments. The proposed adjusted rate shall be presented by CITY to ▇▇▇▇▇▇▇ HILLS at least 30 days in advance of the proposed change for consideration and approval by ▇▇▇▇▇▇▇ HILLS. The adjusted rate shall be incorporated into the MOU in full as an addition to Exhibit A, and invoices for services provided after the date of fee rate adjustment shall be based on the adjusted cost rate. Invoices shall be submitted to: City of ▇▇▇▇▇▇▇ Hills Code Enforcement Division ▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive Beverly Hills, California ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payment shall be remitted to: Accounting Section Department of Animal Services City of Los Angeles ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (Or as directed by the Department) Upon request, the CITY shall furnish an Activities Report to support an invoice with information regarding significant activities/observations that occurred during the month requested, including the dates and times of occurrences.

Payment and Billing. ▇▇▇▇▇▇▇ HILLS The Service shall be provided during the thirty (30) day initial trial period at no cost or charge; the fee or charge for the first year after the free trial period is set forth on the Registration Page. The Service fee for each year thereafter shall be TL’s then current fee for the Service. In addition to the Service fee, Customer shall pay CITY for services rendered under this MOU as set forth in this Section TL all applicable sales, use, value-added, excise or other applicable taxes and Exhibit A attached hereto, and incorporated as in full. Retroactive payment from December 1, 2011 until this MOU is signed shall be made to CITY by ▇▇▇▇▇▇▇ HILLS within 15 days of execution of this Interim MOUduties. At the request end of ▇▇▇▇▇▇▇ HILLS and because each calendar month TL shall invoice for the Services, as further set forth on the Registration Page. All such invoices shall be paid by Customer within ten days of the need therefordate of TL’s invoice. The invoice shall be paid by credit card, CITY has performed debit card or other digital payment tools required by TL (the services specified herein prior “Payment Source”). On the Registration Page you will provide TL with all required information necessary to execution use your Payment Source to pay the TL invoice (e.g. account number, expiration date, security code or other information requested by TL, the “Payment Information”); Customer hereby authorizes TL to use the Payment Information to accept payment for the TL invoices. TL shall have no obligation to refund any portion of the Service fee in the event this Agreement is terminated pursuant to the termination provisions of this MOUAgreement. ▇▇▇▇▇▇▇ HILLS acknowledges TL reserves the services previously performed by right to suspend or terminate this Agreement and the CITY and ratifies the CITY’s performance of said services Customer access to the extent said services were performed in accordance with Services if the terms and conditions of this agreement. Charges and rates are set annually by CITY and become effective Customer fails to pay for Services on July 1 of each year. Charges are determined by calculation of full cost recovery of direct services provided a timely basis or if TL is unable to ▇▇▇▇▇▇▇ HILLS. In no event shall reimbursement use the Payment Information to CITY exceed $240,000.00 for any twelve-month period. Payment Due: Payment shall be due within 30 days of receipt by ▇▇▇▇▇▇▇ HILLS of an invoice. Invoices shall be submitted by CITY by the 15th of the month following the service period. Submission by email is acceptable. Payment shall be remitted in full by ▇▇▇▇▇▇▇ HILLS within 30 days of receipt of each invoice. Payment shall be in arrears accept payment for the services provided during the prior Services. Delinquent payments are subject to interest of one percent (1.0%) per month if not paid within 30 days of receipt. Fee Calculation: Each month BEVERY HILLS shall owe one twelfth (1/12) of the CITY’s annual calculated administrative overhead cost for services provided during the billing period (month); plus the actual costs for each houron any outstanding balance, or fraction thereof, that Animal Control Officers provide services; plus the actual cost per day of each sheltered animal; less revenue received from licenses paid maximum permitted by residents of ▇▇▇▇▇▇▇ HILLS and collected by CITY during the billing period. Returned checks will be deducted and will not be counted as paid and collected. Should services be provided for a period of time that is not a complete calendar month (i.e. services beginning or ending in the middle of a month), the amount paid by ▇▇▇▇▇▇▇ HILLS shall be prorated by CITY at a daily rate for that month. Permit fees assessed and collected (such as fees for petting zoos, operation of animal hospitals, pet stores, etc.) will be retained by CITY and not deducted from calculations of amounts owed to cover costs. Shown in Exhibit A are overhead, shelter charges, service costs, and license credits applied from February 1, 2012 through June 30, 2012; July 1, 2012 through June 30, 2013; July 1, 2013 through June 30, 2014; July 1 2014 through June 30, 2015, and afterward, until either a new agreement is signed or through December 31, 2015law, whichever is soonerless, plus all reasonable expenses of collection. Fee Rate Adjustment: For the MOU and extensionsLimitation of Liability. EXCEPT FOR THE OBLIGATIONS SET FORTH IN THE “INDEMNIFICATION” SECTION BELOW, the fee rate shall be adjusted in an amount necessary to maintain full recovery of costs incurred by CITY. Fee rates covering service after June 30IN NO EVENT WILL (A) EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, 2013 shall be adjustedINDIRECT, as necessary by the CITY whenever costs change. The CITY shall inform ▇▇▇▇▇▇▇ HILLS in advance of the date and amounts of adjustments. The proposed adjusted rate shall be presented by CITY to ▇▇▇▇▇▇▇ HILLS at least 30 days in advance of the proposed change for consideration and approval by ▇▇▇▇▇▇▇ HILLS. The adjusted rate shall be incorporated into the MOU in full as an addition to Exhibit AINCIDENTAL OR CONSEQUENTIAL DAMAGES, and invoices for services provided after the date of fee rate adjustment shall be based on the adjusted cost rate. Invoices shall be submitted to: City of ▇▇▇▇▇▇▇ Hills Code Enforcement Division ▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive Beverly Hills, California ▇▇▇▇▇ INCLUDING LOSS OF INCOME OR DATA; AND (▇▇▇B) ▇▇▇-▇▇▇▇ Payment shall be remitted to: Accounting Section Department of Animal Services City of Los Angeles ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (Or as directed by the Department) Upon request, the CITY shall furnish an Activities Report to support an invoice with information regarding significant activities/observations that occurred during the month requested, including the dates and times of occurrences.

Payment and Billing. ▇▇▇19.1 The Customer:‌ (a) agrees to pay all charges for the Services as shown in the Openreach Price List (or as otherwise agreed in writing) and calculated using the details recorded by BT and. (b) agrees to pay the charges within thirty (30) calendar days of the date of BT’s invoice.‌ (c) shall pay the Licence Fees in accordance with BT’s billing cycle. If BT begins, or ceases, the Service on a day which is not the first or last day of the period by reference to which BT charges Licence Fees, BT will apportion the Licence Fees on a daily basis for the incomplete period. The Licence Fees will be payable in monthly instalments in advance but BT may on occasion ▇▇▇▇ HILLS shall pay CITY for services rendered under this MOU the Customer in arrears. 19.2 All charges exclude Value Added Tax (VAT) which is charged at the applicable rate and is payable by the Customer. 19.3 Save as set forth out in this Section Schedule 6 (Network Adjustments) the Customer is liable to pay charges for any work it Orders from BT on or in the Physical Infrastructure and Exhibit A attached hereto, a description of the work available is set out in the Product Description. 19.4 The Licence Fee will commence on the Licence Completion Date and incorporated as in full. Retroactive payment from December 1, 2011 until this MOU is signed shall be made to CITY by ▇▇▇▇▇▇▇ HILLS within 15 days of execution of this Interim MOU. At the request of ▇▇▇▇▇▇▇ HILLS and because of the need therefor, CITY has performed the services specified herein prior to execution of this MOU. ▇▇▇▇▇▇▇ HILLS acknowledges the services previously performed by the CITY and ratifies the CITY’s performance of said services to the extent said services were performed payable in accordance with clause 19.1(b) above. 19.5 All other charges for the terms and conditions provision of this agreementthe Service shall except in the case of Network Adjustments be chargeable from the date that the Service is made available to the Customer. Charges and rates are set annually by CITY and become effective on July 1 of each year. Charges are determined by calculation of full cost recovery of direct services provided to ▇▇▇▇▇▇▇ HILLS. In no event shall reimbursement to CITY exceed $240,000.00 for any twelve-month period. Payment Due: Payment The Customer shall be due within 30 days of receipt by ▇▇▇▇▇▇▇ HILLS of an liable to pay the Cancellation Charges in accordance with BT’s invoice. Invoices . 19.6 Any charges for Network Adjustments shall be submitted by CITY by chargeable from the 15th earlier of the month following Build Completion Date or when the service period. Submission by email relevant Order is acceptable. Payment cancelled, terminated or expires and shall be remitted payable in full by ▇▇▇▇▇▇▇ HILLS within 30 days accordance with clause 19.1(b) above. 19.7 BT: (a) may charge daily interest on late payments not the subject of receipt of each invoice. Payment shall be in arrears a Dispute at the Interest Rate both before and after any judgement for the services provided during period beginning on the prior month if not paid date on which payment is due and ending on the date payment is actually made. (b) must issue an invoice within 30 days of receipt. Fee Calculation: Each month BEVERY HILLS shall owe one twelfth twelve (1/1212) of the CITY’s annual calculated administrative overhead cost for services provided during the billing period (month); plus the actual costs for each hour, or fraction thereof, that Animal Control Officers provide services; plus the actual cost per day of each sheltered animal; less revenue received from licenses paid by residents of ▇▇▇▇▇▇▇ HILLS and collected by CITY during the billing period. Returned checks will be deducted and will not be counted as paid and collected. Should services be provided for a period of time that is not a complete calendar month (i.e. services beginning or ending in the middle of a month), the amount paid by ▇▇▇▇▇▇▇ HILLS shall be prorated by CITY at a daily rate for that month. Permit fees assessed and collected (such as fees for petting zoos, operation of animal hospitals, pet stores, etc.) will be retained by CITY and not deducted from calculations of amounts owed to cover costs. Shown in Exhibit A are overhead, shelter charges, service costs, and license credits applied from February 1, 2012 through June 30, 2012; July 1, 2012 through June 30, 2013; July 1, 2013 through June 30, 2014; July 1 2014 through June 30, 2015, and afterward, until either a new agreement is signed or through December 31, 2015, whichever is sooner. Fee Rate Adjustment: For the MOU and extensions, the fee rate shall be adjusted in an amount necessary to maintain full recovery of costs incurred by CITY. Fee rates covering service after June 30, 2013 shall be adjusted, as necessary by the CITY whenever costs change. The CITY shall inform ▇▇▇▇▇▇▇ HILLS in advance months of the date the charge for a Service was incurred (in the case of a recurring charge) or the Service was supplied (in other cases) except for Event and amounts of adjustments. The proposed adjusted rate shall be presented by CITY to ▇▇▇▇▇▇▇ HILLS at least 30 days in advance of the proposed change Time Related Charges for consideration and approval by ▇▇▇▇▇▇▇ HILLS. The adjusted rate shall be incorporated into the MOU in full as an addition to Exhibit A, and invoices for services provided after the date of fee rate adjustment shall be based on the adjusted cost rate. Invoices shall be submitted to: City of ▇▇▇▇▇▇▇ Hills Code Enforcement Division ▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive Beverly Hills, California ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payment shall be remitted to: Accounting Section Department of Animal Services City of Los Angeles ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (Or as directed by the Department) Upon request, the CITY shall furnish an Activities Report to support which BT must issue an invoice with information regarding significant activities/observations that occurred during the month requested, including the dates and times of occurrences.within six

Payment and Billing. ▇▇▇You agree to pay to CenturyLink all invoiced charges (plus applicable taxes and regulatory charges regardless of whether they are required to be collected from the user) on the terms and within the time periods indicated on the billing invoice, or as provided for in this Agreement. Charges will begin to accrue at the time Services and/or Equipment have been activated and are due within thirty (30) days of the invoice date. If any amount due is received after the payment due date or in funds not immediately available on or before the payment due date, CenturyLink will assess a late payment charge, which may be a flat amount, a fixed percentage on the total, unpaid amount of your invoice, or a combination of both, up to the maximum amount allowed by law. If Your check or other like instrument is dishonored by the depository institution on which it is drawn, We will also charge You a bad check charge not to exceed the maximum amount allowed by law. If You dispute the validity of a charge or need additional information regarding a charge, You must contact Us within forty-five (45) days of receiving the statement containing the charge. You acknowledge and agree that, subject to applicable law, We shall neither review for correction nor be liable for any invoiced charge unless You notify Us of Your dispute within that forty-five (45) day period. Such a dispute will not result in an automatic refund or credit of the disputed amount, and it will not relieve You of Your obligation to pay Your full ▇▇▇▇ HILLS shall pay CITY for services rendered on time. Should You file a timely dispute, We will review the dispute, and provide You with a credit or refund, should We find the dispute to be valid. We may, but are not required to, accept partial payments from You. If partial payments are accepted, they may be applied first to the oldest outstanding charges. If You send Us checks or money orders marked “payment in full” or otherwise labeled with a similar restrictive endorsement, We may, but are not required to, accept them, without losing any of Our rights to collect all amounts owed by You under this MOU as set forth in this Section and Exhibit A attached heretoAgreement. WE MAY CHANGE OUR RATES AND TERMS AT ANY TIME BY GIVING YOU NOTICE THEREOF AT LEAST FIFTEEN (15) DAYS PRIOR TO THE EFFECTIVE DATE OF THE CHANGE. CONTINUING TO SUBSCRIBE TO, and incorporated as in fullUSE, OR PAY FOR THE SERVICES AND/OR EQUIPMENT AFTER ANY CHANGE(S) IN THE PRICES, CHARGES,TERMS OR CONDITIONS ARE EFFECTIVE, MEANS THAT YOU AGREE TO THE CHANGES. Retroactive payment from December 1, 2011 until this MOU is signed shall be made to CITY by ▇▇▇▇▇▇▇ HILLS within 15 days of execution of this Interim MOU. At the request of ▇▇▇▇▇▇▇ HILLS and because of the need therefor, CITY has performed the services specified herein prior to execution of this MOU. ▇▇▇▇▇▇▇ HILLS acknowledges the services previously performed by the CITY and ratifies the CITY’s performance of said services to the extent said services were performed in accordance with the terms and conditions of this agreement. Charges and rates are set annually by CITY and become effective on July 1 of each year. Charges are determined by calculation of full cost recovery of direct services provided to ▇▇▇▇▇▇▇ HILLS. In no event shall reimbursement to CITY exceed $240,000.00 for any twelve-month period. Payment Due: Payment shall be due within 30 days of receipt by ▇▇▇▇▇▇▇ HILLS of an invoice. Invoices shall be submitted by CITY by the 15th of the month following the service period. Submission by email is acceptable. Payment shall be remitted in full by ▇▇▇▇▇▇▇ HILLS within 30 days of receipt of each invoice. Payment shall be in arrears for the services provided during the prior month if not paid within 30 days of receipt. Fee Calculation: Each month BEVERY HILLS shall owe one twelfth (1/12) of the CITY’s annual calculated administrative overhead cost for services provided during the billing period (month); plus the actual costs for each hour, or fraction thereof, that Animal Control Officers provide services; plus the actual cost per day of each sheltered animal; less revenue received from licenses paid by residents of ▇▇▇▇▇▇▇ HILLS and collected by CITY during the billing period. Returned checks will be deducted and will not be counted as paid and collected. Should services be provided for a period of time that is not a complete calendar month (i.e. services beginning or ending in the middle of a month), the amount paid by ▇▇▇▇▇▇▇ HILLS shall be prorated by CITY at a daily rate for that month. Permit fees assessed and collected (such as fees for petting zoos, operation of animal hospitals, pet stores, etcYOUR SOLE REMEDY FOR ANY CHANGE MADE BY CENTURYLINK PURSUANT TO THIS SECTION 4 ISTHE RIGHT TO TERMINATE THIS AGREEMENT ON OR BEFORE THE EFFECTIVE DATE OFANY SUCH CHANGE.) will be retained by CITY and not deducted from calculations of amounts owed to cover costs. Shown in Exhibit A are overhead, shelter charges, service costs, and license credits applied from February 1, 2012 through June 30, 2012; July 1, 2012 through June 30, 2013; July 1, 2013 through June 30, 2014; July 1 2014 through June 30, 2015, and afterward, until either a new agreement is signed or through December 31, 2015, whichever is sooner. Fee Rate Adjustment: For the MOU and extensions, the fee rate shall be adjusted in an amount necessary to maintain full recovery of costs incurred by CITY. Fee rates covering service after June 30, 2013 shall be adjusted, as necessary by the CITY whenever costs change. The CITY shall inform ▇▇▇▇▇▇▇ HILLS in advance of the date and amounts of adjustments. The proposed adjusted rate shall be presented by CITY to ▇▇▇▇▇▇▇ HILLS at least 30 days in advance of the proposed change for consideration and approval by ▇▇▇▇▇▇▇ HILLS. The adjusted rate shall be incorporated into the MOU in full as an addition to Exhibit A, and invoices for services provided after the date of fee rate adjustment shall be based on the adjusted cost rate. Invoices shall be submitted to: City of ▇▇▇▇▇▇▇ Hills Code Enforcement Division ▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive Beverly Hills, California ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payment shall be remitted to: Accounting Section Department of Animal Services City of Los Angeles ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (Or as directed by the Department) Upon request, the CITY shall furnish an Activities Report to support an invoice with information regarding significant activities/observations that occurred during the month requested, including the dates and times of occurrences.

Payment and Billing. ▇▇▇▇▇▇▇ HILLS shall 13.1 The Communications Provider: (a) agrees to pay CITY all charges for services rendered under this MOU the Service as set forth shown in this Section the Price List (or as otherwise agreed) and Exhibit A attached hereto, and incorporated as in full. Retroactive payment from December 1, 2011 until this MOU is signed shall be made to CITY calculated using the details recorded by ▇▇▇▇▇▇▇ HILLS . Payment shall be by way of Direct Debit unless otherwise agreed in accordance with BT’s Credit Vetting Policy. Where applicable the Communications Provider shall maintain the Direct Debit instruction at all times up to date and in effect. (b) shall use the e-billing system, where available, to obtain all invoices in relation to this Contract. (c) shall pay the charges within 15 28 calendar days of execution the date of this Interim MOUBT’s invoice. 13.2 All charges exclude Value Added Tax (VAT). At VAT is charged at the request of ▇▇▇▇▇▇▇ HILLS applicable rate and because of the need therefor, CITY has performed the services specified herein prior to execution of this MOU. ▇▇▇▇▇▇▇ HILLS acknowledges the services previously performed payable by the CITY and ratifies the CITY’s performance of said services to the extent said services were performed Communications Provider. BT will provide a valid tax invoice in accordance with the terms and conditions of this agreementapplicable invoicing requirements. Charges that are compensatory are not subject to VAT. 13.3 BT: (a) shall provide 6 months’ notice of changes to the regular billing date. (b) may charge daily interest on late payments not the subject of an Invoice Dispute, or dispute at the Interest Rate, both before and rates are set annually by CITY after any judgment, for the period beginning on the date on which payment is due and become effective ending on July 1 the date payment is actually made. (c) must issue an invoice within twelve (12) months of each year. the date the charge for a Service was incurred (in the case of a recurring charge) or the Service was supplied (in other cases) except for Event and Time Related Charges are determined by calculation for which BT must issue an invoice within six (6) months of full cost recovery of direct services provided to ▇▇▇▇▇▇▇ HILLSthe date a charge is incurred. In no event the case of a Series of Event and Time Related Charges and/or Services, BT must issue the invoice within six (6) months of the date the last charge in the series was incurred. A charge shall reimbursement only be valid, and the Communications Provider shall only be obliged to CITY exceed $240,000.00 for any twelve-month periodmake payment, if the charge is raised within the periods specified above. 13.4 If the Communications Provider has an Invoice Dispute, it will notify BT in writing within twelve (12) months of the date of the invoice giving its reasons. Payment Due: Payment Notification of an Invoice Dispute under this Clause 13.4 is without prejudice to either party’s right to refer the subject matter of that Invoice Dispute to Ofcom. The amount in an Invoice Dispute may be withheld by the Communications Provider until the Invoice Dispute is resolved and the balance shall be due within 30 days and payable on the due date.The Communications Provider is not entitled to withhold payment of receipt any amount not in the Invoice Dispute. The Communications Provider is not entitled to withhold any payments to BT on the grounds that the Communications Provider has a dispute with the End User(s) or reseller(s). Payment of the invoice in whole, or in part, by ▇▇▇▇▇▇▇ HILLS the Communications Provider does not affect the right of the Communications Provider to dispute all or some of the charges of an invoice. Invoices shall be submitted invoice at a later date in accordance with this clause. 13.5 BT may make an Invoice Correction to an invoice sent to the Communications Provider providing it notifies the Communications Provider within twelve (12) months of the date of the invoice giving its reasons. 13.6 Subject to Clause 13.10 below, if a refund, payment or credit is due to the Communications Provider by CITY BT (unless that overpayment results from information provided by the 15th of the month following the service period. Submission by email is acceptable. Payment shall be remitted in full by ▇▇▇▇▇▇▇ HILLS within 30 days of receipt of each invoice. Payment shall be in arrears for the services provided during the prior month if not paid within 30 days of receipt. Fee Calculation: Each month BEVERY HILLS shall owe one twelfth (1/12) of the CITY’s annual calculated administrative overhead cost for services provided during the billing period (month); plus the actual costs for each hour, or fraction thereof, that Animal Control Officers provide services; plus the actual cost per day of each sheltered animal; less revenue received from licenses paid by residents of ▇▇▇▇▇▇▇ HILLS and collected by CITY during the billing period. Returned checks will be deducted and will not be counted as paid and collected. Should services be provided for a period of time that Communications Provider which is not a complete calendar month (i.e. services beginning or ending in the middle of a monthattributable to information provided by BT), the amount paid by ▇▇▇▇▇▇▇ HILLS Communications Provider may charge daily interest on late repayment at the Interest Rate for the period beginning on the date on which the parties acting reasonably agree BT shall be prorated by CITY at a daily rate for make the repayment and ending on the date BT actually makes payment. If any charge is recalculated or adjusted with retrospective effect under an order, direction, determination or requirement of Ofcom (‘determination’), or any other regulatory authority or body of competent jurisdiction, the parties agree that month. Permit fees assessed and collected (such as fees for petting zoos, operation of animal hospitals, pet stores, etc.) interest will be retained payable on any amount due to either party as a result of that recalculation or adjustment at the Adjustment Interest Rate payable from the date specified in that determination, or if no date is specified, from the date the recalculated or adjusted charge takes effect to the date of refund or payment in full. 13.7 During the term of this Contract, the Communications Provider acknowledges that it may become subject to BT’s Credit Vetting Policy if the following circumstances apply: (a) there is material adverse change in the Communications Provider’s financial position which results in a reduction in the Communications Provider’s issued credit rating or (in the absence of such a credit rating) a financial score provided by CITY an accredited ratings agency; and (b) there has been a recent or subsequent non-payment or partial non-payment (by five days or more) of an invoice (where the non-payment or partial non-payment which is not the subject of a bona fide dispute) for the Services under this Contract. 13.8 BT may acting reasonably and not deducted from calculations subject to the requirements of amounts owed Clause 13.9 below, require that the Communications Provider provides a deposit or guarantee or payment for the Service in advance. If the Communications Provider refuses to cover costs. Shown provide such deposit or guarantee or payment for the Service in Exhibit A advance, BT may refuse to accept any orders for the Service until such deposit or guarantee or payment for the Service in advance is provided or the outstanding non-disputed charges are overhead, shelter charges, service costs, and license credits applied from February 1, 2012 through June 30, 2012; July 1, 2012 through June 30, 2013; July 1, 2013 through June 30, 2014; July 1 2014 through June 30, 2015, and afterward, until either a new agreement is signed or through December 31, 2015fully paid, whichever is sooner. Fee Rate Adjustment: For earlier. 13.9 Any deposit or guarantee or payment for the MOU and extensionsService in advance required to be provided by the Communications Provider under Clause 13.8 above, the fee rate shall be adjusted no greater than the reasonably estimated value of charges under this Contract for three months and the amount or requirement for the deposit or guarantee or payment for the Service in an amount necessary to maintain full recovery of costs incurred by CITY. Fee rates covering service after June 30, 2013 advance shall be adjusted, as necessary reviewed by the CITY whenever costs change. The CITY shall inform ▇▇▇▇▇▇▇ HILLS in advance of the date parties at regular intervals (and amounts of adjustments. The proposed adjusted rate shall be presented by CITY to ▇▇▇▇▇▇▇ HILLS at least 30 annually). 13.10 Where the Communications Provider provides a deposit it will be held until twelve (12) consecutive months of payments have been paid on or by the due date after which the Communications Provider will have the value of their deposit credited against BT invoices from that date. Interest on deposits held by BT will be paid at the Adjustment Interest Rate. 13.11 BT shall advise of any proposed update to the BT Credit Vetting Policy by issuing an industry briefing at least 28 calendar days prior to such update taking effect. Where the Communications Provider has nominated a finance contact, BT shall also issue the update via email to the nominated finance contact. 13.12 This clause 13 shall continue in advance of the proposed change for consideration and approval by ▇▇▇▇▇▇▇ HILLS. The adjusted rate shall be incorporated into the MOU in full as an addition to Exhibit A, and invoices for services provided force after the date termination or expiry of fee rate adjustment shall be based on the adjusted cost rate. Invoices shall be submitted to: City of ▇▇▇▇▇▇▇ Hills Code Enforcement Division ▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive Beverly Hills, California ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payment shall be remitted to: Accounting Section Department of Animal Services City of Los Angeles ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇this Contract., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (Or as directed by the Department) Upon request, the CITY shall furnish an Activities Report to support an invoice with information regarding significant activities/observations that occurred during the month requested, including the dates and times of occurrences.

Payment and Billing. ▇▇▇▇▇▇▇ HILLS shall You agree to pay CITY for services rendered under this MOU as set forth in this Section to CenturyLink all invoiced charges (plus applicable taxes and Exhibit A attached hereto, and incorporated as in full. Retroactive payment regulatory charges regardless of whether they are required to be collected from December 1, 2011 until this MOU is signed shall be made to CITY by ▇▇▇▇▇▇▇ HILLS within 15 days of execution of this Interim MOU. At the request of ▇▇▇▇▇▇▇ HILLS and because of the need therefor, CITY has performed the services specified herein prior to execution of this MOU. ▇▇▇▇▇▇▇ HILLS acknowledges the services previously performed by the CITY and ratifies the CITY’s performance of said services to the extent said services were performed in accordance with user) on the terms and conditions of within the time periods indicated on the billing invoice, or as provided for in this agreementAgreement. Charges will begin to accrue at the time Services and/or Equipment have been activated and rates are set annually due within thirty (30) days of the invoice date. If any amount due is received after the payment due date or in funds not immediately available on or before the payment due date, CenturyLink will assess a late payment charge, which may be a flat amount, a fixed percentage on the total, unpaid amount of your invoice, or a combination of both, up to the maximum amount allowed by CITY law. If Your check or other like instrument is dishonored by the depository institution on which it is drawn, We will also charge You a bad check charge not to exceed the maximum amount allowed by law. If You dispute the validity of a charge or need additional information regarding a charge, You must contact Us within forty-five (45) days of receiving the statement containing the charge. You acknowledge and become effective on July 1 of each year. Charges are determined by calculation of full cost recovery of direct services provided agree that, subject to ▇▇▇▇▇▇▇ HILLS. In no event applicable law, We shall reimbursement to CITY exceed $240,000.00 neither review for correction nor be liable for any twelveinvoiced charge unless You notify Us of Your dispute within that forty-month five (45) day period. Payment Due: Payment shall be due within 30 days of receipt by ▇▇▇▇▇▇▇ HILLS of Such a dispute will not result in an invoice. Invoices shall be submitted by CITY by the 15th automatic refund or credit of the month following the service period. Submission by email is acceptable. Payment shall be remitted in full by ▇▇▇▇▇▇▇ HILLS within 30 days of receipt of each invoice. Payment shall be in arrears for the services provided during the prior month if not paid within 30 days of receipt. Fee Calculation: Each month BEVERY HILLS shall owe one twelfth (1/12) of the CITY’s annual calculated administrative overhead cost for services provided during the billing period (month); plus the actual costs for each hourdisputed amount, or fraction thereof, that Animal Control Officers provide services; plus the actual cost per day of each sheltered animal; less revenue received from licenses paid by residents of ▇▇▇▇▇▇▇ HILLS and collected by CITY during the billing period. Returned checks will be deducted and it will not be counted as paid and collectedrelieve You of Your obligation to pay Your full bill on time. Should services You file a timely dispute, We will review the dispute, and provide You with a credit or refund, should We find the dispute to be provided for valid. We may, but are not required to, accept partial payments from You. If partial payments are accepted, they may be applied first to the oldest outstanding charges. If You send Us checks or money orders marked "payment in full" or otherwise labeled with a period similar restrictive endorsement, We may, but are not required to, accept them, without losing any of time that is not a complete calendar month (i.e. services beginning or ending in the middle of a month), the amount paid by ▇▇▇▇▇▇▇ HILLS shall be prorated by CITY at a daily rate for that month. Permit fees assessed and collected (such as fees for petting zoos, operation of animal hospitals, pet stores, etc.) will be retained by CITY and not deducted from calculations of Our rights to collect all amounts owed to cover costsby You under this Agreement. Shown in Exhibit A are overheadWE MAY CHANGE OUR RATES AND TERMS AT ANY TIME BY GIVING YOU NOTICE THEREOF AT LEAST THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF THE CHANGE. CONTINUING TO SUBSCRIBE TO, shelter chargesUSE, service costsOR PAY FOR THE SERVICES AND/OR EQUIPMENT AFTER ANY CHANGE(S) IN THE PRICES, and license credits applied from February 1CHARGES, 2012 through June 30TERMS OR CONDITIONS ARE EFFECTIVE, 2012; July 1, 2012 through June 30, 2013; July 1, 2013 through June 30, 2014; July 1 2014 through June 30, 2015, and afterward, until either a new agreement is signed or through December 31, 2015, whichever is soonerMEANS THAT YOU AGREE TO THE CHANGES. Fee Rate Adjustment: For the MOU and extensions, the fee rate shall be adjusted in an amount necessary to maintain full recovery of costs incurred by CITY. Fee rates covering service after June 30, 2013 shall be adjusted, as necessary by the CITY whenever costs change. The CITY shall inform ▇▇▇▇▇▇▇ HILLS in advance of the date and amounts of adjustments. The proposed adjusted rate shall be presented by CITY to ▇▇▇▇▇▇▇ HILLS at least 30 days in advance of the proposed change for consideration and approval by ▇▇▇▇▇▇▇ HILLS. The adjusted rate shall be incorporated into the MOU in full as an addition to Exhibit A, and invoices for services provided after the date of fee rate adjustment shall be based on the adjusted cost rate. Invoices shall be submitted to: City of ▇▇▇▇▇▇▇ Hills Code Enforcement Division ▇▇▇ ▇. ▇▇▇▇▇▇▇ Drive Beverly Hills, California ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ Payment shall be remitted to: Accounting Section Department of Animal Services City of Los Angeles ▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇YOUR SOLE REMEDY FOR ANY CHANGE MADE BY CENTURYLINK PURSUANT TO THIS SECTION 4 IS THE RIGHT TO TERMINATE THIS AGREEMENT ON OR BEFORE THE EFFECTIVE DATE OF ANY SUCH CHANGE., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (▇▇▇) ▇▇▇-▇▇▇▇ (Or as directed by the Department) Upon request, the CITY shall furnish an Activities Report to support an invoice with information regarding significant activities/observations that occurred during the month requested, including the dates and times of occurrences.