Agmt 2019 MLA for Small Cell Pole Attachment

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under this subsection or under Subsection 4.1.3 (City Demand for Acknowledgment Letter) will be final for all purposes under this Master License unless the City's determination is demonstrably arbitrary and capricious. 4.1.5 Countersigned Acknowledgment Letter. The City will use reasonable efforts to deliver to Licensee a countersigned copy of the Acknowledgement Letter or its determination of the Commencement Date under Subsection 4.1.4 (Correct Commencement Date) within ten (10) business days of the City's receipt of the Acknowledgement Letter from the Licensee. The fully executed Acknowledgement Letter or the City's Commencement Date determination letter, as applicable, will be the City's notice to proceed under Section 7.2 (Installation). 4.2 License Fees. 4.2.1 License Fee Schedule. Licensee shall pay to the City the License Fee for each License Year at the rates specified in the License Fee schedule attached to each Pole License (the "License Fee"). The License Fee schedule will reflect annual calendar - year adjustments as provided in Section 4.3 (Adjustments in License Fee). The License Fee must be delivered in cash or its equivalent in the manner specified in Section 4.9 (Manner of Payment). 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, 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 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. 4.3 Adjustments in License Fee.