Agmt 2015 San Leandor Dark Fiber LLC

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EXHIBIT F FIRST AMENDMENT TO LICENSE AGREEMENT BETWEEN THE CITY OF SAN LEANDRO AND SAN LEANDRO DARK FIBER LLC THIS FIRST AMENDMENT TO LICENSE AGREEMENT (this"First Amendment") is entered into effective as of March 4, 2015 ("Effective Date")by and between the City of San Leandro, a municipal corporation ("City")and San Leandro Dark Fiber LLC, a limited liability company("SL Dark Fiber" or"SLDF"). This First Amendment shall be appended to the Original License as Exhibit F and shall be incorporated into the Original License. All Sections and provisions of the Original License remain unchanged and shall apply to the Project in the Expanded Property unless this First Amendment expressly sets forth a rate,term or condition specific to the Project installed in the Expanded Property, or expressly changes a term, provision, or condition in the Original License. The City and SL Dark Fiber are sometimes hereinafter referred to individually as "Party" and collectively as the "Parties." RECITALS A. Effective October 17, 2011, the City and SL Dark Fiber entered into a License Agreement("Original License"). This First Amended License amends the Original License to incorporate rates, terms and conditions applicable to SL Dark Fiber's use of the Expanded Property, as defined below. B. Pursuant to the Original License, SL Dark Fiber currently installs and operates fiber optic cables and related facilities (the "Project" or"Projects") in existing City-owned and managed conduit located on City owned real property and/or within the City's right-of-way. The City owned conduit identified in the Original License shall be known as the "Original Property." The Expanded Property as more thoroughly described in Recital E below, shall be depicted as Exhibit 1 attached hereto. All of the maps identified in Exhibit 1 shall be made a part hereof, and shall be conclusive as to the identification of the "Property"to which SL Dark Fiber is granted access under this First Amendment. C. Prior to execution of the Original License, on June 6, 2011,the Parties entered into an Exclusive Negotiating Rights Agreement that allowed City Staff to pursue negotiations and grant SL Dark Fiber with exclusive negotiating rights regarding SL Dark Fiber's proposed development of the Project. D. Prior to execution of the Original License, the City granted limited permission to SL Dark Fiber to enter onto and use the Property to install and operate fiber optic cables and related facilities. Upon completion of this portion of the Project, the Parties executed the Original License and proceeded in earnest with the Project pursuant to the terms and conditions of the Original License Agreement. E. On September 27, 2012, the City received verification that it was approved for a 50%, $2,120,000 matching grant from the federal Economic Development Agency ("EDA")that enables the City to construct an additional 7.5 miles of conduit(the "Expanded Property"). 1 First Amendment to SL Dark Fiber License Agreement