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<br />9 <br />determination of the Commencement Date under Subsection 4.1.4 (Correct <br />Commencement Date) within ten (10) business days of the City’s receipt of the <br />Acknowledgement Letter from the Licensee. The fully executed Acknowledgement Letter <br />or the City’s Commencement Date determination letter, as applicable, will be the City’s <br />notice to proceed under Section 7.2 (Installation). <br />4.2 License Fees. <br />4.2.1 License Fee Schedule. Licensee shall pay to the City the License Fee for <br />each License Year at the rates specified in the License Fee schedule attached to each <br />Pole License (the “License Fee”). The License Fee schedule will reflect annual calendar- <br />year adjustments as provided in Section 4.3 (Adjustments in License Fee). The License <br />Fee must be delivered in cash or its equivalent in the manner specified in Section 4.9 <br />(Manner of Payment). <br />4.2.2 Amount of License Fee; Proration. Licensee must take into account annual <br />License Fee adjustments under Section 4.3 (Adjustments in License Fee) when <br />calculating the amount of each annual License Fee. Each annual License Fee is payable <br />in advance without prior demand or any deduction, setoff, or counterclaim, except to <br />account for a partial year at the beginning of a Pole License, at the end of the Term or <br />earlier termination of this Master License or a right of abatement or refund expressly <br />granted under this Master License. The adjustment provided in this Section will be <br />effective even if the first License Year was for less than a full calendar year. <br />4.2.3 Due Dates. <br />(a) Licensee shall submit the first License Year’s License Fee with the <br />Acknowledgment Letter without deduction for any reason. <br />(b) The annual License Fee for each subsequent License Year of the <br />Term of each Pole License will be due and payable to the City on January 1 and <br />will be late if the City has not received payment by the due date. As an illustration, <br />and not a limitation, if the Commencement Date for a Pole License falls on July 1, <br />then the License Fee due in the first License Year will be prorated 50% (to <br />account for the six-month difference between January and June) and will be due <br />on the Commencement Date. The full License Fee for the second License Year, <br />and each subsequent year thereafter, will be due on January 1. <br />4.2.4 Discount for Integrated Poles. If the use of Integrated Poles becomes <br />feasible at any time during the Term, Licensee may request that the City amend any Pole <br />License to authorize Licensee to replace one or more licensed City Poles with Integrated <br />Poles, subject to the City’s prior approval of plans, specifications, cost estimates, <br />materials, and completed improvements in accordance with Section 8.1 (Licensee’s <br />Alterations). As an incentive for Licensee to upgrade City Poles to Integrated Poles, <br />beginning in the License Year following the License Year in which the City accepts the <br />Integrated Pole and continuing for the remainder of the Term of each affected Pole <br />License, the City will discount by twenty percent (20%) the annual License Fee for each <br />Integrated Pole that the City has accepted. <br />4.3 Adjustments in License Fee. <br />On January 1 of each year of this Master License (each, an “Adjustment Date”), the <br />License Fee will be increased by three percent (3%). <br />4.4 Late Charge. <br />If Licensee fails to pay any License Fee, Additional Fee, or other amount payable to the <br />City under this Master License within 10 days after the City’s delivery of notice that the same is <br />due and unpaid, such unpaid amounts will be subject to a late charge equal to 6% of the unpaid