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Section 2.13. The parties acknowledge that this Agreement is the result of arms- length negotiations, and that the rates, terms and conditions set under this Agreement are just and reasonable. The rule of construction that a contract is to be construed strictly against the party drafting it will not apply in construing this Agreement. ARTICLE 3. FEES AND CHARGES Section 3.01. The Licensee will pay to the City the fees and charges specified in Appendix A, and all other costs and charges specified in this Agreement. Section 3.02. Irrespective of the date on which an Attachment is actually made, all Attachment Fees will be calculated and payable for the entire year in which a Permit for the Attachment is issued. The Licensee will pay the Attachment Fee for the first year in which an Attachment is made at the time the Licensee applies for a Permit for the Attachment. The City will refund this fee to the Licensee only if the Permit for the Attachment is revoked under Section 12.02. Section 3.03. The Licensee will submit to the City an annual inventory listing the locations and number of the Licensee's Attachments to the Poles. This inventory will be for all Attachments in place on January 1 St of each year and will be submitted to City no later than February 1 St of each year. Overlashing an existing Attachment will not be counted as a separate Attachment for calculation of fees if the Licensee owns the overlashed cable and the new cable. If Attachments of the Licensee are identified that are not listed on an inventory, the Licensee will pay the City at three times the current annual rate for the Attachments. If the Licensee fails to submit an inventory, the Licensee will pay the City all costs associated with the City's performance of an inventory of the Licensee's Attachments, in addition to three times the current annual rates. Section 3.04. The City will invoice the Licensee for Attachment Fees annually. The Licensee will pay each invoice within 30 days after the date of the invoice. The Licensee will pay all other charges assessed to the Licensee by the City under this Agreement within 30 days after the date of the invoice. Section 3.05. If the City does not receive any fee or other amount owed by the Licensee within 30 days after the date of the invoice, the Licensee will pay interest to City on the past due amount, from the date due until the date paid, at the maximum rate permitted by applicable law. Section 3.06. The City may make changes to the fees and charges set forth in Appendix A with at least 180 days prior written notice to the Licensee. The Licensee may terminate this Agreement at the end of a notice period, if the change in fees and charges is not acceptable to the Licensee, by giving the City written notice of its election to terminate this Agreement at least 30 days prior to the end of the notice period. All fees contained in Appendix A are in effect and payable until adjusted. Section 3.07. The Licensee will pay the City for all Make -Ready Work required to accommodate the Licensee's Facilities if such Make -Ready Work is performed by City or its contractor. Section 3.08. The Licensee will pay in advance all costs incurred by City, including but not limited to administrative and Make -Ready Work expenses, in connection with the initial installation or rearrangement of the Licensee's Facilities under the procedures set forth in Articles 6 and 7 below. 5 CADocuments and Settings \tamara.slade \Local Settings \Temporary Internet Files \Content.Outlook \F3JWG5DH \San Marcos PAA FINAL CLEAN 10 17 201 I.docx