Agmt 2011 San Leandro Dark Fiber LLC (2)

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LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "License ") is entered into effective as of October 17, 2011 ("Effective Date ") by and between the City of San Leandro, a municipal corporation ( "City ") and San Leandro Dark Fiber, a limited liability company ( "SL Dark Fiber "). The City and SL Dark Fiber are sometimes hereinafter referred to individually as "Party" and collectively as the "Parties." RECITALS A. The City is the owner of the real property (the "Property") containing City conduit that houses City -owned fiber optic wiring and related facilities, as more particularly described by diagrams and maps in Exhibit A, attached hereto and incorporated herein by reference. B. The City has the authority to regulate the terms and conditions for the use of the public right -of -way or service easements within the City's jurisdiction. C. SL Dark Fiber desires to install and operate fiber optic cables and related facilities (the "Project ") in the existing conduit or other City infrastructure located on the Property and within the City's right -of -way, that will be used to support the provision of telecommunications services to existing and future customers in the City. D. On June 6, 2011, the Parties entered into an Exclusive Negotiating Rights Agreement allowing City Staff to pursue negotiations and grant SL Dark Fiber with exclusive negotiating rights regarding SL Dark Fiber's proposed development of the Project. E. Prior to execution of this License, SL Dark Fiber has demonstrated that it has sufficient financial resources to fund the Project. F. In order to carry out and complete the Project, SL Dark Fiber must have access to the Property and the public right -of -way in exchange for the grant of dark fiber strands to the City. G. To this end, the purpose of this License is to grant limited permission to SL Dark Fiber to enter onto and use the Property for the duration of the Project, solely for the purposes of the Project, strictly on the basis stated herein and subject to the terms, conditions and covenants stated herein. In view of the foregoing recitals and the covenants below, all of which constitute good and valuable consideration, with the intention to be legally bound the Parties agree as follows: ARTICLE I DEFINITIONS 1.1. "Abandonment" is defined in Section 2.6(c). 1.2. "Applicable Laws" is defined in Section 5.1. 1.3. "City Property" is defined in Section 3.4. 1677047v4 1 Lit San Leandro Fiber Optic License