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4. TERM Unless earlier terminated in accordance with this License or as may be permitted under applicable Laws, the term under this License shall commence on the Effective Date and automatically expire ten (10) years from the Effective Date. Licensee may apply for a new license within not more than 30 days before this License expires or at any time after this License's expiration or earlier termination. 5. FEES 5.1. Annual License Fee Licensee shall pay the first annual License Fee within 30 days from the Effective Date without any prior demand, deduction, setoff or counterclaim for any reason. Thereafter, Licensee shall pay the City the License Fee on the anniversary of the Effective Date throughout the Term without any prior demand, deduction, setoff or counterclaim for any reason. The License Fee shall be (a) reasonably approximate to the City's objectively reasonable costs consistent with applicable Laws; (b) in addition to any fees charged by the City in connection with any permit applications, permit issuance fees, inspection fees, fines, penalties or other fees charged by the City in connection with the Equipment and/or any related Regulatory Approvals (collectively, "Regulatory Fees"); and (c) in addition to any other cost-based reimbursements owed to the City by Licensee ("Reimbursement Fees"). Schedule 1 attached to this License and incorporated by this reference specifies the License Fee payable by Licensee to the City in each year throughout the Term. Unless otherwise adjusted in accordance with this License, the License Fee shall automatically increase by 103% each year on the anniversary of the Effective Date. 5.2. Fee Adjustments by City At any time throughout the Term, the City shall have the option (but not the obligation) to adjust any License Fee, Regulatory Fees and Reimbursement Fees to reflect the City's reasonable costs incurred in connection with this License, any Regulatory Approvals issued or administered by the City in connection with this License or the Equipment or Licensee's acts or omissions on or about the License Area and/or the Streets. The City may exercise such option either by an ordinance approved and adopted by the City Council (a "Fee Ordinance") or by written notice to Licensee (the "Adjustment Notice"). If the adjustment concerns the annual License Fee, the City shall have the right to substitute a new Schedule 1 to reflect such adjustment in either a Fee Ordinance or Adjustment Notice. Any adjustment by Fee Ordinance shall be effective at the same time such Fee Ordinance becomes effective. Any adjustment by Adjustment Notice shall be immediately effective. Licensee shall have the right to appeal any Adjustment Notice to the City Council in the manner prescribed by the Pleasanton Municipal Code. 5.3. Late Fees {00033905;%1} City of Pleasanton, CA 8 DRAFT Pole License Agreement