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

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then the Parry with excessive Licensed Asset will not request additional AEF until the Disparate Licensed Asset Amount is corrected (meaning less than 15%). Notwithstanding the foregoing, the Parties may agree to alternate consideration to correct a Disparate Licensed Asset Amount. 2.5 Either Parry may relinquish its right to use any segment of Licensed Asset prior to the end of the License Term. If one Party relinquishes Licensed Asset which results in Disparate Licensed Asset Amount, then the Party with excessive Licensed Asset will not request additional AEF until the Disparate Licensed Asset Amount is corrected or the Parties otherwise agree. 2.6 Each Party will maintain a record of the Licensed Assets exchanged pursuant to this Agreement. Upon reasonable request by a Party, not greater than once per year, the Parties will meet to review and validate these records. 2.7 This agreement does not remove the requirement that Zayo must obtain all permits or other approval as required by law to perform any work under this agreement. Prior to a completed exchange, if either Parry is unable to obtain, through no fault of its own, permits or other approvals required to perform any work under a particular AEF, that request, and its corresponding exchange shall cease to exist and each Party shall return back into the position they were in before the agreement was made. 2.8 Following a completed exchange, if one Party loses the ability to maintain required rights for an exchanged Licensed Asset, then that Parry shall pay the other parry the fair market value for the corresponding Licensed Asset which was exchanged. 3. Asset Requests and Use Authorization. 3.1 Submission of AEF. All requests for Licensed Assets shall be made utilizing a AEF, with each Party completing information as Licensor or Licensee, as applicable, and forwarding the AEF via email to both address of a Parry as indicated below (two (2) required for back- up purposes): If to Zayo: david.boileau@zayo.com If to City: eric.compton@tukwilawa.gov joel.bush@tukwilawa.gov 3.2 When one Parry wishes to use Assets of the other Parry, such Parry will complete the Asset Request section of the AEF, and submit the form to the other Party's email addresses. Submission of an AEF to one email address but not both email addresses shall not, by itself, constitute a failure to properly submit an AEF. 3.3 Acceptance or Denial of AEF. Within fifteen (15) business days of receipt of a completed Asset Request, Licensor will complete the Asset Use Authorization section of the AEF and return the form to Licensee. Licensor's response will either authorize Licensee's use of the Asset upon Notice of Asset Availability or indicate denial of the Asset Request. 3.4 Notice of Asset Availability. Notice of Asset Availability can take place on the same date as the Asset Use Authorization if the Asset meets the Specifications on the same date. If the Notice of Asset Availability cannot take place on the same date as the Asset Use Authorization, Licensor shall send back the AEF without completion of the Notice of Asset Availability section. Licensor shall then promptly provide email notice to Licensee when the Asset is available, and Licensee shall send back the AEF for Licensor's completion of Page 3 of 14 68