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10 4.2.2 Amount of License Fee; Proration. Licensee must take into account annual License Fee adjustments under Section 4.3 (Adjustments in License Fee) when calculating the amount of each annual License Fee. Each annual License Fee is payable in advance without prior demand or any deduction, setoff, or counterclaim, except to account for a partial year at the beginning of a Pole License or Associated Facilities License, at the end of the Term or earlier termination of this Master License or a right of abatement or refund expressly granted under this Master License. The adjustment provided in this Section will be effective even if the first License Year was for less than a full calendar year. 4.2.3 Due Dates. (a)Licensee shall submit the first License Year’s License Fee with the Acknowledgment Letter without deduction for any reason. (b)The annual License Fee for each subsequent License Year of the Term of each Pole or Associated Facilities License will be due and payable to the City on January 1 and will be late if the City has not received payment by the due date. As an illustration, and not a limitation, if the Commencement Date for a Pole License falls on July 1, then the License Fee due in the first License Year will be prorated 50% (to account for the six-month difference between January and June) and will be due on the Commencement Date. The full License Fee for the second License Year, and each subsequent year thereafter, will be due on January 1. 4.2.4 Discount for Integrated Poles. If the use of Integrated Poles becomes feasible at any time during the Term, Licensee may request that the City amend any Pole License to authorize Licensee to replace one or more licensed City Poles with Integrated Poles, subject to the City’s prior approval of plans, specifications, cost estimates, materials, and completed improvements in accordance with Section 8.1 (Licensee’s Alterations). As an incentive for Licensee to upgrade City Poles to Integrated Poles, beginning in the License Year following the License Year in which the City accepts the Integrated Pole and continuing for the remainder of the Term of each affected Pole License, the City will discount by twenty percent (20%) the annual License Fee for each Integrated Pole that the City has accepted. 4.2.5 In-Lieu Public Benefits. Subject to City Council review and approval, Licensee may provide the City with public benefits in lieu of paying a License Fee for a Pole or Associated Facilities License. In the event that Licensee provides the City with such in-lieu public benefits, the City Council shall review and shall approve those public benefits in lieu of paying a License Fee. The in-lieu benefits shall be identified in a separate agreement for each Pole Associated Facilities License for which a License Fee is waived or reduced, and such agreement shall become an exhibit to this Master License Agreement, and shall set forth the terms and conditions under which the Licensee shall provide in-lieu benefits to the City. The terms and conditions may include, but are not limited to the in kind contributions, public improvements, other charges, and/or contributions as mutually agreed, and any such other terms which promote the public health, safety, and welfare of the City. Providing in-lieu benefits pursuant to this subsection shall not relieve Licensee of the obligations to pay any other required Master License Application Processing Payments and Additional Fees as prescribed under Sections 4.6 through 4.10 of this Agreement 4.3 Adjustments in License Fee. On each anniversary of the Commencement Date (each, an “Adjustment Date”), the License Fee will be increased by three percent (3%). Nothing in this Master License is intended to limit the City’s ability to increase the License Fee beyond 3% each fiscal year subject to approval by the City Council.