25F - AGMT - WIRELESS LICENSE - Laserfiche WebLink

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DocuSign Envelope ID: 7CD73A60-3C9D-4785-9DC5-9A381151512D the Licensor an Alternate License Fee in the base amount of one thousand five hundred dollars ($1,500) per year ("Alternate License Fee"). The base amount of the Alternate License Fee shall be subject to an annual adjustment of three percent (3%) applied on each anniversary of the Effective Date. There shall be no refunds of Alternate License Fee paid due to the termination or expiration of the Agreement for any reason. 5.2.4 The Licensor agrees that irrespective of whether the relevant provisions of the FCC Declaratory Ruling (FCC 18-133) cease to be effective, no Alternate License Fee shall be due for any periods during which the relevant provisions of the FCC Declaratory Ruling were in effect. However, if Licensee has paid License Fee pursuant to the provisions of Section 5.2.2 above for a year, and the relevant provisions of the FCC Declaratory Ruling subsequently cease to be effective during the same year, the Licensee shall pay the difference between the License Fee and the Alternate License Fee for the period from the date the relevant provisions of the FCC Declaratory Ruling ceased to be effective, until the next anniversary of the Effective Date of this Agreement ("License Fee Adjustment"). Such License Fee Adjustment shall be paid to Licensor on the next anniversary of the Effective Date of this Agreement. 5.3 Payment. 5.3.1 Licensee shall make the first payment of License Fee (or Alternate License Fee, if applicable) under any Supplement within forty-five (45) days of the Supplement Effective Date. The amount of the first payment of License Fee (or Alternate License Fee, if applicable) for any Supplement shall be prorated to cover the period from the Supplement Effective Date of the applicable Supplement to the next anniversary of the Effective Date of this Agreement. Thereafter, License Fee (or Alternate License Fee, if applicable) shall be paid in advance for each Municipal Facility used on or before each anniversary of the Effective Date. Acceptance by Licensor of any payment of the License Fee (or Alternate License Fee, if applicable) shall not be deemed a waiver by Licensor of any breach of this Agreement occurring prior thereto, nor will the acceptance by Licensor of any such payment preclude Licensor from later establishing that a greater amount was actually due or from collecting any balance that is due. As a prerequisite to the payment of License Fee (or Alternate License Fee, if applicable), Licensor hereby agrees to provide to Licensee certain documentation (the "License Documentation") evidencing Licensor's interest in, and right to receive payments under, this Agreement, including without limitation: (i) a complete and fully executed Internal Revenue Service Form W-9, or equivalent, in a form acceptable to Licensee, for any party to whom License Fee payments are to be made pursuant to this Agreement; and (ii) other documentation requested by Licensee in Licensee's reasonable discretion. From time to time during the Term of this Agreement and within thirty (30) days of a written request from Licensee, Licensor agrees to provide updated License Documentation in a form reasonably acceptable to Licensee. 5.3.2 The License Fee (or Alternate License Fee, if applicable) shall be paid by check made payable to the City and mailed or delivered to the City of Santa Ana, Public Works Agency — Administrative Services, P.O. Box 1988, M-21, Santa Ana, CA 92702. The place and time of payment may be changed at any time by Licensor upon thirty (30) days' written notice to Licensee. Mailed payments shall be deemed paid upon the date such payment is officially postmarked by the United States Postal Service. If postmarks are illegible to read, the payment shall be deemed paid upon actual receipt. Licensee assumes all risk of loss and responsibility for Page 8 of 23 25F-38