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may affect the Public Rights-of-Way or Municipal Facilities now or at any time during the term of this Use Agreement, including, without limitation any Encumbrances granted, created or allowed by the City at any time. 4 COMPENSATION; UTILITY CHARGES. NextG shall be solely responsible for the payment of all lawful Fees in connection with NextG's performance under this Use Agreement, including those set forth below. Any agreement with Pacific Gas and Electric Company or other electricity provider shall include a provision that such provider shall not under any circumstance, including bankruptcy of NextG or the electricity provider, hold City liable for utility charges related to the Equipment installed by NextG. 4.1 Municipal Facilities Annual Fee. In order to compensate City for NextG's entry upon and deployment within the Public Way and as compensation for the use of Municipal Facilities, NextG shall pay to the City a Municipal Facilities Annual Fee in the amount of Three Hundred Dollars ($300.00) for a standard installation and use on a Municipal Facility and Five Hundred Dollars ($500.00) for the installation and use on a decorative street pole Municipal Facility, upon which Equipment has been installed pursuant to this Use Agreement. The aggregate Municipal Facilities Annual Fee with respect to each year of the term shall be an amount equal to the number of Equipment installed on Municipal Facilities during the preceding twelve (12) months multiplied by the Municipal Facilities Annual Fee, prorated as appropriate, and shall be due and payable not later than forty-five (45) days after each anniversary of the Effective Date. City represents and covenants that City owns all Municipal Facilities for the use of which it is collecting from NextG the Annual Fee pursuant to this § 4.1. 4.1.1 CPI Adjustment. Effective commencing on the first (1st) anniversary of the Effective Date and continuing on each annual anniversary thereafter during the term, the Municipal Facilities Annual Fee with respect to the ensuing period shall be adjusted by a percentage amount equal to the percentage change in the U.s. Department of Labor, Bureau of Labor Statistics Consumer Price Index (All Items, All Consumers, 1982-1984=100) which occurred during the previous five-year period for the San Francisco/Oakland/San Jose Consolidated Metropolitan Statistical Area for the initial adjustment and for the previous one year period for adjustments thereafter. 4.1.2 Accounting Matters. NextG shall keep accurate books of account at its principal office in Milpitas or such other location of its choosing for the purpose of determining the amounts due to the City under § 4.1 above. The City may inspect NextG's books of account relative to the City at any time during regular business hours on thirty (30) days' prior written notice and may audit the books from time to time at the City's sole expense, but in each case only to the extent necessary to confirm the accuracy of payments due under § 4.1 above. The City agrees to hold in confidence any non-public information it learns from NextG to the fullest extent permitted by Law. 4.2 Right of Way Monthly Fee. In addition to the Municipal Facilities Annual Fee and in exchange for the use of the City's Public Rights-of-Way, NextG agrees to pay to the City on a monthly basis, in lawful money of the United States, a Right of Way Monthly Fee of five percent (5%) of NextG's Gross Revenues received by NextG from the provision of services or the sale of services within the City of Redwood City market. Right-of-Way Monthly Fee payments made to the City by NextG pursuant to this Section shall not include City administrative fees such as inspection fees, business taxes, permit fees, other regulatory charges and the Municipal Facilities Annual Fee pursuant to this Agreement. Right-oJ-Way Use Agreement City of Redwood City:: NextG Networks of California, Inc. page 5 of15 .........-_... ------- --. --.....