TIC 2020-11-16 Item 2E - Agreement - Telecommunications Asset Sharing with Zayo Group

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THIS ASSET EXCHANGE LICENSE AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into as of the date of the last signature below (the "Effective Date"), between Zayo Group, LLC, a Delaware limited liability company, with primary offices at 1805 29' Street, Suite 2050, Boulder, CO 80301 ("Zayo"), and City of Tukwila, a municipality in the State of Washington ("City") Zayo and City may be hereinafter referred to individually as "Party", and collectively as "Parties." WHEREAS, each Party owns or has rights in Conduit or Fiber within the City and each Parry wishes to exchange certain Conduit or Fiber from their respective Conduit or Fiber systems within the City boundaries, and enter into an agreement to facilitate future exchanges. NOW, THEREFORE, for and in consideration of the mutual covenants and consideration set forth in this Agreement, the Parties do hereby agree as follows: 1. Definitions. The following terms, whether in the singular or in the plural, when used in this Agreement shall have the meaning specified in this Section 1. Use of the word "or" when describing "Fiber or Conduit" is not intended to mean or convey that it is exclusively one or the other unless the context specifically requires. 1.1 Authorizations: All governmental or municipal approvals and authorizations; all rights-of- way and pole attachment agreements; and all leases, licenses, consents or other agreements necessary for the Licensor to construct, install, maintain and repair its Conduit System and to license portions of the Conduit System to a third parry. 1.2 Asset: Conduit or Fiber within a Party's Conduit System or otherwise agreed between the Parties. 1.3 Asset Exchange Form (or "AEF"): The form exchanged between the Parties via email or hardcopy, to communicate and agree to information related to an Asset Request, Asset Use Authorization, and Notice of Asset Availability, as shown on Exhibit A. 1.4 Asset Request: A formal request for a license to use Conduit or Fiber, within a specific portion of the other Party's Conduit System (either the City Conduit System or the Zayo Conduit System as defined), made by completion of the Asset Request section of an AEF. 1.5 Asset Use Authorization: Unless rejected upon request, Licensor's acceptance and grant to an Asset Request providing authorization to license specific Conduit or Fiber. The Asset Use Authorization is executed by completing the Asset Use Authorization section of the Asset Exchange Form. 1.6 City Conduit System- Existing Conduit or Fiber, owned by City, as more particularly described on an AEF or exhibits attached thereto; provided that, subject to the terms of this Agreement, such Conduit or Fiber may be modified ftom time -to -time in City's sole discretion provided such modifications do not impact Licensee use of the Licensed Conduit or Fiber unless otherwise permitted herein. 1.7 Conduit: Conduit which (a) was installed for the purpose of, or capable of being used for, communication fiber installation in accordance with Bellcore Standards, (b) is located in the City, and (c) is owned by either Zayo or City, as the context requires. 1.8 Conduit System: Either the City Conduit System or the Zayo Conduit System, as context requires. 1.9 Fiber: dark (unlit) fiber optic cable of one or more fibers owned by either the City or Zayo, as the case may be, and as specified in an AEF or exhibits attached thereto. Page 1 of 14 66