Agmt 2011 San Leandro Dark Fiber LLC (2)

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Renewal Term, and shall adjust for inflation each subsequent year of that Renewal Term. All other terms and conditions of this License shall apply during any Renewal Term. In order to exercise the Renewal Right for a Renewal Term, SL Dark Fiber shall send written notification to the City as early as fifteen (15) years prior to the commencement of, and no later than one hundred and eighty (180) calendar days prior to, the expiration of the then - effective term (Initial or Renewal). 2.4. Third Party Access to, and City Ownership of the Fiber Contained in the Project. (a) The City hereby agrees that SL Dark Fiber may enter into agreements with affiliates or third parties to provide telecommunications services using the portion of the Project SL Dark Fiber owns. (b) In addition to any fiber optic cable and related facilities provided to the City by SL Dark Fiber under this License and upon Project completion, SL Dark Fiber agrees to convey to the City the ownership and exclusive use of thirty (30) strands of the dark fiber ( "City Strands ") installed for the Project in any area of conduit where there is sufficient capacity for SL Dark Fiber to install a 288 - strand fiber cable. If space constraints limit SL Dark Fiber to install fewer than 288 strands of fiber, then the City shall have ownership and exclusive use of ten (10) percent of the number of fiber strands installed. The Parties agree that there are no restrictions on the City's use of the City Strands. 2.5. City Approval of Sale or Transfer; City Right of First Refusal. (a) If at any time during the Initial or Renewal Terms of this License, SL Dark Fiber wishes to sell, transfer or otherwise dispose of the Project, or enough of a portion of the Project to result in a change of control, SL Dark Fiber must notify the City. The City shall have the Option and Right of First Refusal for one hundred and eighty (180) days after receipt of such notice within which to elect in writing to purchase such fiber optic cable and/or associated facilities. The addition of investment capital by a third party shall not trigger the City's Option and Right of First Refusal. (b) If the City elects to exercise its Option and Right of First Refusal to purchase SL Dark Fiber's fiber optic cable and associated facilities, it acknowledges and agrees that it will assume and continue to provide facilities to support any unexpired customer(s) or Project (c) Agreement(s) for telecommunications services provided on SL Dark Fiber's facilities through any affiliate or agreements with third parties using SL Dark Fiber's facilities to provide telecommunications services using facilities in the Project , provided such agreements satisfy the terms of this License. The City will continue to support the agreements explained in the preceding sentence only for the remaining term of such agreement and any prior exercised contracted extensions and only if such agreement was effective at the time that SL Dark Fiber gave written notice to the City of SL Dark Fiber's intent to sell, lease or otherwise dispose of its portion of the Project. (d) If the City fails to exercise its Option and Right of First Refusal, then SL • Dark Fiber may proceed to sell, assign or otherwise dispose of the Project upon the City's 1677047v4 4 Lit San Leandro Fiber Optic License