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1 Section 14. Alteration of Services. 2 In the event that the City desires at any time to alter or change the nature or character of 3 the services to be provided by the Company hereunder and such alteration or change 4 materially increases the costs and expenses to be incurred by he Company or reduces the 5 advertising revenues that can be generated by the Company, such alterations or changes 6 shall not be effective until the City and the Company have mutually agreed to and 7 executed an amendment to this Franchise Ordinance, which amendment may include an 8 adjustment to the City's fee under Section 15 hereof. 9 Section 15. Fee for Franchise-Minimum Fee. lOIn consideration of the rights granted the Company by this franchise, the Company agrees 11 to pay the City a fee based upon the annual gross revenue collected that the Company 12 derives from advertising on shelters located within the City in accordance with the 13 following schedule: 14 The Company shall pay the City a monthly amount equivalent to eight (8) percent 15 (%) of the gross advertising revenues received by the Company from 16 advertisements displayed on all Company transit shelters installed pursuant to this 17 franchise. Such payment shall be made to the City in the form of additional 18 shelters, transit amenities, or maintenance services, as reviewed and adjusted 19 annually at the time of transit shelter permit issuance. Payments and a quarterly 20 report on operations and revenue shall be made thirty (30) days after the close of 21 each quarter of the year. 22 The "gross revenue" as used in this Agreement shall mean all advertising revenue 23 derived directly or indirectly by the Company, its affiliates, subsidiaries, apparent 24 or any person in which the Company has a financial interest, from or in 25 connection with the operation of the franchise prior to any deduction; provided, 26 however, that this shall not include any taxes on services furnished by the 27 Company herein imposed directly upon any advertiser by the City, state or other 28 governmental unit and collected by the Company on behalf of said governmental 29 unit. 30 Section 16. Accounts and Records. 31 The Company shall keep books of account and records of all transactions and costs 32 incurred in connection with the purchase, manufacture and installation of the shelters and 33 advertising on shelters, showing all financial transactions including receipts and 34 disbursements and the particulars thereof in a form satisfactory to the City of Roseville 35 Finance Director. Such books and records shall be available to the City for inspection any 36 time during normal business hours upon forty-eight (48) hours prior written notice 37 thereof to the Company. All such books and records shall be retained by the Company 38 for a minimum of five (5) years. 5