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<br />2 First Amendment to SL Dark Fiber License Agreement <br /> <br />K. This First Amendment incorporates a Fiber Optic Responsibility Matrix (“FORM”) <br />[Exhibit 4], a Service Level Agreement (“SLA”) [Exhibit 5], and Standard Operating Procedures <br />(“SOP”) [Exhibit 7], and adjustments to the responsibilities as to ownership and maintenance of the <br />facilities within the Project. <br />In view of the foregoing recitals above and the covenants below, all of which constitute good and <br />valuable consideration, with the intention that all recitals are true and correct and made a part of this <br />First Amendment, the Parties agree as follows: <br />ARTICLE I <br />ADDITIONAL DEFINITIONS <br />Except for the new definitions set forth in this section, all definitions set forth in Article I of the <br />Original Agreement remain unchanged. <br />1.1 “Expanded Property” is defined in Recital E and Exhibit A-1 and A-2. <br />1.2 “Lateral” is defined in Section 4.3(b). <br />1.3 “Main” is defined in Section 4.3(b). <br />1.4 “Original Property” is defined in Recital B and Exhibit A of the Original License. <br />1.5 “SL Dark Fiber Studies” is defined in Section 2.14. <br />ARTICLE II <br />GRANT OF LICENSE; LICENSE FEES; TERM; CONVEYANCE <br />ARTICLE III OF FIBER TO CITY; DUE DILIGENCE <br />2.1 License Fee – Expanded Property. Upon completion by the City of the Expanded Property during <br />Years 1 through 10 of the Initial Term of the Original License, SL Dark Fiber shall pay the City the <br />$1.00 (one dollar) per year license fee for fiber installed in the Project. Beginning on the first day <br />of Year 11 of the Initial Term of the Original License, SL Dark Fiber shall pay an amount per <br />linear foot per year, or prevailing market rate, whichever is lower, for all fiber cable installed in the <br />Original and Expanded Property. This amount shall be determined by mutual agreement of the <br />Parties. <br />2.2 Interest on Unpaid Undisputed Fees. Any amount due from SL Dark Fiber to the City that is not <br />paid when due shall bear interest at the lesser of ten percent (10%) per annum or the maximum rate <br />which the City is permitted by law to charge, from the date such payment is due until paid, but the <br />payment of such interest shall not excuse or cure any default by SL Dark Fiber under this First <br />Amended License. <br />2.3 License Fee Review and Increase. Commencing in Year 12 of the Original License and for every <br />subsequent year within the Initial Term, SL Dark Fiber shall pay an increased License Fee equal to <br />either the negotiated rated in Section 2.1 or the market rate for conduit at that time, calculated as <br />set forth in Section 2.4. This increased License Fee shall then be payable for the remainder of the <br />Initial Term, adjusted annually for inflation based upon the U.S. Consumer Price Index – U (“CPI- <br />U”). <br />2.4 Market Rate. Market rate shall be determined by mutual agreement of the Parties. If the Parties <br />are unable to agree, the rate shall be set at the median of the ten most recently available conduit <br />occupancy fee disclosures in interconnection agreements filed with the California Public Utilities <br />Commission 180 days prior to the rate taking effect. If multiple conduit occupancy fees are <br />disclosed in a single interconnection agreement then the lowest rate for subdivided or shared <br />conduit shall be used. If this information is no longer collected or available then the most recent <br />comparable information may be used. <br />2.5 Initial Term. This First Amendment shall commence on the date first signed by the Parties and <br />shall have an Initial Term co-terminous with the Original License. <br />2.6 Third Party Access to, Ownership of, and City Ownership of the Conduit, Cable and Fiber Optic <br />Strands.