Reso 2020-125 Verizon Wireless Master Agreement Small Cell Pole

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4.1.4 Intentionally Omitted. 4.1.5 Intentionally Omitted. 4.2 License Fees. 4.2.1 License Fee Schedule. Licensee shall initially pay to the City the License Fee for each License Year in the amount of Two Hundred Seventy Dollars ($270) per year (the "Initial License Fee"). If during the Tterm of the Master License, federal legislation, a regulation, a rule or other law is passed or adopted, or a court of competent jurisdiction issues a judgement (collectively, the "Contingent Event"), that overturns, vacates, or makes non -controlling, as related to the City of San Leandro, the Declaratory Ruling issued by the Federal Communications Commission on September 27, 2018 in WT Docket Nos. 17-79 and 17-84 (FCC 18-133, 33 FCC Rcd 9088) ("Wireless Infrastructure Order"), then the Initial License Fee shall be immediately replaced by a revised License Fee equal to the Contingent License Fee listed for the then -current year under Schedule A-3 and consistent with applicable Laws (the "Contingent License Fee"). The Initial License Fee and the Contingent License Fee shall be specified in The License Fee schedule attached to each Pole License, in the form of Schedule A-3. Depending on which is applicable pursuant to the terms of this paragraph, the Initial License Fee or the Contingent License Fee shall be the "License Fee" as referred to in this Master License. Both the Initial License Fee and the Contingent License Fee shall be subject to 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 Cost Study. If the Contingent Event does not overturn, vacate, or make non -controlling the Wireless Infrastructure Order, the City may perform a cost or fee study at any time to determine the City's fees consistent with applicable State and Federal Laws (the "Cost Study"). The new License Fee payable under this Agreement is due at least 90 days after the date of City Council approval of the new fees. 4.2.3 Change of Law. If after implementation of the Contingent License Fee or Cost Study, applicable State or Federal Laws are modified so that the then current License Fee is no longer consistent with such applicable State or Federal Laws ("Change of Law"), then the Parties agree to revise the License Fee under Section 4.2.4, below to be consistent with the Change of Law effective as of the date the Change of Law occurred. 4.2.4 Notice of License Fee Change. In the event that such Contingent Event, Cost Study, or Change of Law occurs that modifies the License Fees under this Master License, the Party claiming such License Fee change shall send notice to the other in good faith (i) justifying such License Fee change; (ii) its effective date; and (iii) stating that payments shall be processed accordingly. This notice shall evidence any fee changes pursuant to this Master License without the necessity of an amendment hereto. In the event of a disagreement regarding License Fee changes pursuant to notices received under this Section 4.2.4, the Parties agree to negotiate in good faith to resolve them with any License Fee determinations being made in compliance with applicable State and Federal Laws. 4.2.5 Amount of License Fee; Proration. 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