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<br />1 First Amendment to SL Dark Fiber License Agreement <br /> <br />EXHIBIT F <br />FIRST AMENDMENT TO LICENSE AGREEMENT BETWEEN <br />THE CITY OF SAN LEANDRO AND SAN LEANDRO DARK FIBER LLC <br /> <br />THIS FIRST AMENDMENT TO LICENSE AGREEMENT (this “First Amendment”) is <br />entered into effective as of March 4, 2015 (“Effective Date”) by and between the City of San Leandro, <br />a municipal corporation (“City”) and San Leandro Dark Fiber LLC, a limited liability company (“SL <br />Dark Fiber” or “SLDF”). This First Amendment shall be appended to the Original License as Exhibit <br />F and shall be incorporated into the Original License. All Sections and provisions of the Original <br />License remain unchanged and shall apply to the Project in the Expanded Property unless this First <br />Amendment expressly sets forth a rate, term or condition specific to the Project installed in the <br />Expanded Property, or expressly changes a term, provision, or condition in the Original License. The <br />City and SL Dark Fiber are sometimes hereinafter referred to individually as “Party” and collectively <br />as the “Parties.” <br />RECITALS <br />A. Effective October 17, 2011, the City and SL Dark Fiber entered into a License Agreement <br />(“Original License”). This First Amended License amends the Original License to incorporate rates, <br />terms and conditions applicable to SL Dark Fiber’s use of the Expanded Property, as defined below. <br />B. Pursuant to the Original License, SL Dark Fiber currently installs and operates fiber optic <br />cables and related facilities (the “Project” or “Projects”) in existing City-owned and managed conduit <br />located on City owned real property and/or within the City’s right-of-way. The City owned conduit <br />identified in the Original License shall be known as the “Original Property.” The Expanded Property <br />as more thoroughly described in Recital E below, shall be depicted as Exhibit 1 attached hereto. All of <br />the maps identified in Exhibit 1 shall be made a part hereof, and shall be conclusive as to the <br />identification of the “Property” to which SL Dark Fiber is granted access under this First Amendment. <br />C. Prior to execution of the Original License, on June 6, 2011, the Parties entered into an <br />Exclusive Negotiating Rights Agreement that allowed City Staff to pursue negotiations and grant SL <br />Dark Fiber with exclusive negotiating rights regarding SL Dark Fiber’s proposed development of the <br />Project. <br />D. Prior to execution of the Original License, the City granted limited permission to SL Dark Fiber <br />to enter onto and use the Property to install and operate fiber optic cables and related facilities. Upon <br />completion of this portion of the Project, the Parties executed the Original License and proceeded in <br />earnest with the Project pursuant to the terms and conditions of the Original License Agreement. <br />E. On September 27, 2012, the City received verification that it was approved for a 50%, <br />$2,120,000 matching grant from the federal Economic Development Agency (“EDA”) that enables the <br />City to construct an additional 7.5 miles of conduit (the “Expanded Property”). <br />F. Construction of the additional 7.5 miles of conduit will require the City to match the federal <br />grant through the inclusion of Property valued at market rate, in-kind services and cash, for a total <br />estimated cost of $4.3 million. <br />G. The value of the City’s contribution to the Project is approximately $6 million and the value of <br />the City’s contribution to the Expanded Property is approximately $4.6 million including the EDA <br />grant, for a total contribution to the Project from the City of approximately $10.6 million. <br />H. In order to carry out and complete the Project, SL Dark Fiber must have access to the Property <br />and the City’s right-of-way to carry out the Scope of Work set forth in Exhibit 2 in exchange for a <br />grant of fiber strands to the City. <br />I. This First Amended License acknowledges the significant investment in the Project by the City <br />through securing the Expanded Property and providing in-kind services and cash for the public interest, <br />welfare and benefit of the City’s residents and businesses. <br />J. This First Amendment acknowledges the City’s responsibility to ensure service delivery to the <br />San Leandro community is as transparent and high quality as possible.