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Agmt 2011 San Leandro Dark Fiber LLC
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Agmt 2011 San Leandro Dark Fiber LLC
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Last modified
8/8/2011 5:17:46 PM
Creation date
8/8/2011 5:16:06 PM
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CM City Clerk-City Council
CM City Clerk-City Council - Document Type
Agreement
Document Date (6)
7/13/2011
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Reso 2011-107
(Approved by)
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\City Clerk\City Council\Resolutions\2011
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THIS EXCLUSIVE NEGOTIATING RIGHTS AGREEMENT (this "Agreement ") is <br /> entered into effective as of 7/13/2011, 2010 ( "Effective Date ") by and between the City o San <br /> Leandro, a municipal corporation ( "City ") and SL Dark Fiber LLC, a privately held corporation <br /> ( "Dark Fiber "). City and Dark Fiber are hereinafter collectively referred to as the "Parties." <br /> RECITALS <br /> A. Dark Fiber proposes to install fiber optic facilities throughout a defined area (the <br /> "Project ") by utilizing available space within City owned and managed rights of way, vaults and <br /> conduit (the "Conduit" or "Property "), as depicted in the attached map and related diagrams <br /> incorporated herein and made a part hereof, as Exhibit A. <br /> B. Staffdesires to pursue negotiations with Dark Fiber regarding Dark Fiber's proposed <br /> development of the Project such that the City Manager will execute an agreement granting Dark <br /> Fiber exclusive rights to negotiate with City for the purpose of reaching agreement on a license or <br /> other agreement ( "the License ") whose terms and conditions would govern the development of <br /> the Project. <br /> NOW THEREFORE, in consideration of the mutual covenants and agreements set forth <br /> herein and other good and valuable consideration, the receipt and sufficiency of which are hereby <br /> acknowledged, the Parties agree as follows: <br /> I . Good Faith Efforts to Negotiate. The Parties shall use their best efforts to successfully <br /> negotiate a License or other agreement which shall describe the terms and conditions governing <br /> the development and management of the Project. The Parties shall diligently and in good faith <br /> pursue such negotiations. This Agreement does not impose a binding obligation on City to <br /> convey or license City Property to Dark Fiber, nor does it obligate the City to grant any approvals <br /> or authorizations required for the Project. Without limiting the generality of the foregoing, Dark <br /> Fiber expressly acknowledges that a license resulting from negotiations contemplated herein shall <br /> become effective only if the license is approved by the City Council as required by applicable law <br /> and compliance with all other requirements of law, including without limitation the California <br /> Environmental Quality Act. <br /> 1.1 License Agreement. The Parties agree that the License or other agreement shall <br /> include the following terms: <br /> 1.1.1 Price. The price for a irrevocable, un- assignable and non - exclusive use of <br /> the Property shall be the fair market value, determined by a method mutually acceptable to City <br /> and Dark Fiber. <br /> 1.1.2 AS -IS Conveyance. The City will have no responsibility for environmental <br /> remediation of any kind. The City makes no representations or warranties regarding the physical <br /> condition of the Property or its suitability for Dark Fiber's use, but the City will disclose to Dark <br /> 2 <br />
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