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

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1.10 License or Licensed Asset: Asset Use Authorization by City or Zayo, as the case may be, to use the Licensed Conduit or Fiber for the License Term. 1.11 License Term: The term of each license for use of Licensed Conduit or Fiber, as further defined in Article 6 of this Agreement. 1.12 Licensee: The Parry authorized under this Agreement and an AEF to use Licensed Conduit or Fiber within the other Party's Conduit System. 1.13 Licensor: The Parry granting a License pursuant to an Asset Use Authorization. 1.14 Notice of Asset Availability: Notice from Licensor to Licensee that the Licensed Conduit or Fiber meets the Specifications and is available for Licensee's use, provided by completion of the Notice of Asset Availability section of the Asset Exchange Form. 1.15 Specifications: The minimum specifications identified on an AEF that Licensed Conduit or Fiber must meet as a precondition to the Notice of Asset Availability. 1.16 Zayo Conduit System: Existing Conduit or Fiber owned by Zayo, as described on an AEF or exhibits attached thereto. on Exhibit A; provided that, subject to the terms of this Agreement, such Conduit or Fiber may be modified from time -to -time in Zayo's sole discretion provided such modifications do not impact Licensee use of the Licensed Conduit or Fiber unless otherwise permitted herein. 2. Exchanging Assets. 2.1 As set forth in an executed AEF, City agrees, subject to the terms and conditions of this Agreement, to grant a License to Zayo to use available Conduit or Fiber within City's Conduit System, including the right and permission to access and use any City easement(s) that the City's Conduit System routes through. This only applies to those easements that the City is authorized to grant access to Zayo and Zayo receives permission to access from the City. As set forth in an executed AEF, Zayo agrees, subject to the terms and conditions of this Agreement, to grant a License to City to use commercially available Conduit or Fiber within Zayo's Conduit System. Nothing in this agreement shall purport to give the City the right to resell any Fiber it may acquire in this Agreement. Each segment of conduit or fiber strands licensed will entitle the Licensor to the same amount of conduit or fiber strands on the Licensee's Conduit System. 2.2 City and Zayo agree that the assets to be exchanged must be available at the time of the AEF exchange. 2.3 City and Zayo agree that the intent of the Parties is that the Licensed Assets exchanged between the Parties will remain balanced and approximately equal. The Parties agree that the initial AEF's executed by the Parties on the same date as the Effective Date are an equal exchange of Licensed Assets. Further AEF equity analysis will consider Licensed Asset type, length (on a linear foot or a mile -for -mile basis, whichever is most applicable to the request), capacity and location as agreed between the Parties. Licensed Assets within the central business area, will be calculated at twice its length for purposes of exchanges of Assets outside the central business area. 2.4 If the amount of a Licensed Asset that one Parry has Licensed, as to Conduit to Conduit or Fiber to Fiber amounts, exceeds the amount of Licensed Asset that the other Party has Licensed, and the difference is greater than 15% ("Disparate Licensed Asset Amount"), Page 2 of 14 67