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processing based on the pricing levels outlined in Section 4.2 (the "Start -Up Invoice"). The District will pay such amounts within thirty (30) days of its receipt of the Company's Start-up Invoice. (b) Payment for Services Throughout the Operating Term. (i) The Company will submit to the District an invoice on a monthly basis (the "Monthly Services Fee Statement and Invoice"), applying the "Gallons per Month" Tier parameter that is applicable for the volumes processed during each month. The invoice will delineate (i) the total amount of Wastewater treated by the Facility (by volume); and (ii) the total amount owed by the District for that month based on the Pricing Levels outlined above. The Services Fee pricing charged in a given month as reflected in each Services Fee Statement and Invoice will be referred to herein as a "Monthly Services Fee"). (ii) The District will pay the Monthly Services Fee each month; payment will be due within thirty (30) days of its receipt of such monthly Services Fee Statement and Invoice. In any month where the District's Wastewater actual volume processed by the Company is less than 547,500 GPMo, the Monthly Fee will be equal to the Minimum Services Fee regardless of the volume of Wastewater actually processed. (c) Most Favorable Pricing Mechanism. At the conclusion of each 3 -month period (each a "Calendar Quarter"), the Company will provide the most favorable quarterly pricing to the District by (i) calculating the Aggregate Monthly Services Fees (ii) calculating the Aggregate Quarterly Services Fees, (iii) selecting the lower of the two from (i) and (ii), and (iv) submitting the month -three invoice for that Calendar Quarter to reflect the most favorable pricing as determined in subsection (iii). At the conclusion of each twelve month period (the "Calendar Year"), the Company will also provide the District the most favorable annual pricing by computing (x) the Aggregate Annual Monthly Services Fees and the Aggregate Annual Quarterly Services Fees, selecting the lower of the two, and adjusting the final invoice of the calendar year to reflect the most favorable annual pricing. 4.3 Escalation Mechanism. The annual pricing for the Services as described herein will be subject to annual inflation -adjustments, per the Consumer Price Index starting at the commencement of the second year of the Operating Term. This will allow the Company to maintain the promised level of operations and maintenance support over the length of this Agreement. As shown in Appendix F, the calculation of the One Hundred Percent (100%) rate adjustment, if approved, shall be based on seventy-five percent (75%) of the change in the Consumer Price Index (CPI) between the month of January in the prior year (CPl l) and the month of January in the current year (CP12). The CPI shall be the South Urban Region, All Items — All Urban Consumers, published by the United States Department of Labor, Department of Labor Statistics (Series ID = CUUR0300SA0). If the designated index is discounted or substantially altered, the Company may select another relevant price index published by the United States Government or by a reputable publisher of financial and economic indices. The Page 11 of 32