Agmt 2015 San Leandor Dark Fiber LLC

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ARTICLE II GRANT OF LICENSE; LICENSE FEES; TERM; CONVEYANCE ARTICLE III OF FIBER TO CITY; DUE DILIGENCE 2.1 License Fee—Expanded Property. Upon completion by the City of the Expanded Property during Years 1 through 10 of the Initial Term of the Original License, SL Dark Fiber shall pay the City the $1.00 (one dollar)per year license fee for fiber installed in the Project. Beginning on the first day of Year 11 of the Initial Term of the Original License, SL Dark Fiber shall pay an amount per linear foot per year, or prevailing market rate, whichever is lower, for all fiber cable installed in the Original and Expanded Property. This amount shall be determined by mutual agreement of the Parties. 2.2 Interest on Unpaid Undisputed Fees. Any amount due from SL Dark Fiber to the City that is not paid when due shall bear interest at the lesser of ten percent(10%)per annum or the maximum rate which the City is permitted by law to charge, from the date such payment is due until paid, but the payment of such interest shall not excuse or cure any default by SL Dark Fiber under this First Amended License. 2.3 License Fee Review and Increase. Commencing in Year 12 of the Original License and for every subsequent year within the Initial Term, SL Dark Fiber shall pay an increased License Fee equal to either the negotiated rated in Section 2.1 or the market rate for conduit at that time,calculated as set forth in Section 2.4. This increased License Fee shall then be payable for the remainder of the Initial Term, adjusted annually for inflation based upon the U.S. Consumer Price Index—U ("CPI-U"). 2.4 Market Rate. Market rate shall be determined by mutual agreement of the Parties. If the Parties are unable to agree, the rate shall be set at the median of the ten most recently available conduit occupancy fee disclosures in interconnection agreements filed with the California Public Utilities Commission 180 days prior to the rate taking effect. If multiple conduit occupancy fees are disclosed in a single interconnection agreement then the lowest rate for subdivided or shared conduit shall be used. If this information is no longer collected or available then the most recent comparable information may be used. 2.5 Initial Term. This First Amendment shall commence on the date first signed by the Parties and shall have an Initial Term co-terminous with the Original License. 2.6 Third Party Access to,Ownership of, and City Ownership of the Conduit, Cable and Fiber Optic Strands. (a) The City hereby agrees that SL Dark Fiber may enter into agreements with affiliates or third parties to provide telecommunications services using fibers installed in the Expanded Property. (b) In addition to the thirty (30) strands of fiber optic cable and related facilities dedicated to and owned by the City in the Original and the Expanded Property under the Original License and this First Amendment, SL Dark Fiber conveys and dedicates to the City ownership and exclusive use of an additional thirty-two (32) strands 3 First Amendment to SL Dark Fiber License Agreement