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EXHIBIT "A" completed; provided, however, that Gross Revenues shall not include revenues attributable to any lien sales. For purposes of this Agreement, the term "Gross Revenues" means all cash, credits, revenues, property of any kind or nature or other consideration as determined according to generally accepted accounting principles consistently applied, derived directly or indirectly by Franchisee, its affiliates, subsidiaries, parents, and any other person or entity in which Franchisee has a financial interest or which has a financial interest in Franchisee's tow truck business, arising from or attributable to the towing and storage services provided. (b) Franchise fee payments due to the City as specified in subsection (a) above shall be computed monthly. For the purpose of the franchise fee payment computation, the applicable accounting period shall be calendar month unless otherwise agreed to in writing by the City and Franchisee. (c) The monthly franchise fee payments shall be due and payable on or before the 20th (twentieth day) of the month immediately following the month for which the franchise fee is calculated. Each payment shall be accompanied by a brief report from Franchisee showing the basis for the computation and a written statement, signed under penalty of perjury byFranchisee, which identifies in detail the sources and amounts of Gross Revenues received by Franchisee during the month for which payment is made. No acceptance of any payment shall be construed as an accord that the amount paid is in fact the correct amount, nor shall such acceptance of payment be construed as a release of any claim that the City may have for further or additional sums due the City by Franchisee. (d) Any franchise fees which remain unpaid after the date specified in subsection (c) above shall be delinquent, shall result in a penalty equal to 10% of the unpaid amount and the unpaid amount shall thereafter accrue interest at 10% per year, compounded daily, until paid, (e) Franchisee or Franchisee's designated representatives shall, upon five (5) days' written notice from the City, make available to the City or City's designated representatives its accounting records for confidential inspection and audit. If the results of the audit show a franchise fee underpayment of greater than two (2) percen� Franchisee will pay all costs associated with the audit in addition to any other amounts owed as shown by the audit. If the results of the audit show an underpayment of greater than ten (10) percent, Franchisee will pay the cost of the audit plus fifty (50) percent of the total error as a penalty in addition to any amount owed as shown by the audit. If the results of the audit show an underpayment of less than two (2) percent or an overpayment, the City shall pay its own costs associated with the audit. Any underpayment shall result in a penalty equal to 10% of the underpayment and the amount of such underpayment shall accrue interest at the rate of 10% per annum, compounded daily from the date the underpayment should have been paid pursuant to subsection (c) above until the date the underpayment is paid. (f) In the event the results of the audit are disputed, the City may, at its sole discretion, elect to arbitrate the dispute. In the event the City elects to arbitrate, the City and Franchisee shall each select an independent auditor at their own cost. The two auditors will agree upon the results of the audit. If the two independent auditors cannot agree upon the results of the audit, a third auditor will be selected by the two independent auditors to make a final determination. The determination of the third independent auditor will be final. (g) By accepting this franchise, Franchisee irrevocably waives the defenses of any statute of limitation, laches, waiver or other equitable doctrine of similar import or effect in any action brought by the City to recover any franchise fee, interest or penalties due under this Agreement. (h) By accepting this franchise, Franchisee agrees that if it challenges the right of the City to collect the franchise fee provided by this Agreement, any relief requested by Franchisee and awarded to it by virtue of such challenge shall be prospective only from and after the date Page 6 of 9