VERIZON WIRELESS (LOS ANGELES SMSA LIMITED PARTNERSHIP)

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time. Nothing herein is intended to limit Licensee's right to use the ROW under any existing agreement with Licensor or under any applicable laws, 5. COMPENSATION. Licensee shall be solely responsible for the payment of all fees in connection with Licensee's performance under this Agreement, including those set forth below, 5.1 Application Fee. Each application for a Supplement shall be accompanied by a non-refundable application fee ("Application Fee") in the amount fixed by Licenser's Miscellaneous Fees Schedule that is in effect at the time the application for a Supplement is made to Licensor. 5.2 License Fees. 5.2.1 For each location covered by a Supplement, Licensee shall pay to the Licensor a License Fee in the base amount of $1,500 per year ("License Fee"). The base amount of the 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 License Fee paid due to the termination or expiration of the Agreement for any reason. 5.3 Payment, 5.3.1 Licensee shall make the first payment of License Fee under any Supplement within forty-five (45) days of the Supplement Effective Date. The amount of the first payment of License Fee 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 shall be paid in advance for each Municipal Facility used under a Supplement on or before each anniversary of the Effective Date. Acceptance by Licensor of any payment of the License Fee shall not be deemed a waiver by Licensor of any breach of this Agreement occurring prior thereto, nor will the acceptance by Licensor of ally 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, 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. Fronr 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 farm reasonably acceptable to Licensee. 5.3.2 The License Fee shall be paid by check made payable to the City and mailed or delivered to the City of Santa Ana„ Public Works Agency — Construction & Facilities Management, P.O. Box 1988, M-22, 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 late payment charges if Page 7 of 22 1907350271