Agmt 2015 San Leandor Dark Fiber LLC

Home

2.8 Construction Drawings. Prior to acceptance into the Property of any newly installed fiber or conduit, SL Dark Fiber shall, at its sole cost and expense, procure and provide to City complete construction drawings and maps in electronic format of any additions made by SL Dark Fiber to the Project, including the number and size of fibers, the length of the routes, and the access points, and any unused conduit identified within the Property. The routes should be described in linear feet, and each street should be identified. 2.9 City's Option and Right of First Refusal Prior to Sale or Transfer. (a) If at any time during the Initial or Renewal Terms of this First Amendment, SL Dark Fiber desires to sell, transfer or otherwise dispose of fiber installed in the Property sufficient to constitute a change in control, SL Dark Fiber must first notify the City. The City shall have the Option and Right of First Refusal for one hundred and eighty(1 80) days after receipt of such notice within which to elect in writing to purchase some or all of the fiber optic cable and/or associated facilities that make up the Project, including fiber installed in the Expanded Property. 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 cable and associated facilities, the City's purchase price shall first be determined through mutual agreement of the parties. If the parties are unable to come to a mutual agreement within 60 days, then both parties agree to engage in the following arbitration procedure to determine the purchase price: Each party will select an independent and reputable third party appraiser of similar fiber optic cable facilities within thirty(30)days after the expiration of the 60-day period. The two appraisers will each independently appraise the fair market value of the Project. Provided that the difference in the two appraisals does not exceed ten percent (10%) of the lower of the two appraisals, the fair market value shall be the average of the two appraisals, and such calculation shall be binding on the parties. If either party fails to select an independent and reputable appraiser within the time required by this covenant, the fair market value will be conclusively deemed to equal the appraisal of the independent and reputable third party appraiser timely selected by the other party. If the difference between the two (2)appraisals referred to above exceeds ten percent (10%) of the lower of the two (2)appraisals,the two (2) selected appraisers will select a third appraiser who will determine which of the two (2)appraisals more closely reflects the fair market value for the Project. The determination of the appraisals described above shall be binding on the parties and not subject to judicial review by arbitration. Each party shall pay for the costs of its own appraisal, and, if applicable, each shall pay for one-half of the cost of the third appraisal. In determining the fair market value, the appraisers selected under this Agreement will consider all opinions and relevant evidence submitted to them by the parties or otherwise obtained by them. The appraisers will set forth their determination in writing, together with their respective opinions and the 5 First Amendment to SL Dark Fiber License Agreement