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

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the Notice of Asset Availability. In all cases, upon completion of the Notice of Asset Availability from Licensor, the License Term shall begin. 3.5 Licensor will use commercially reasonable efforts to ensure that the requested Asset complies with all applicable Specifications and ready for Licensee's use within thirty (30) days of date of an Asset Use Authorization. 4. Access and Escort. 4.1 Handholes and Manholes. Unless otherwise specifically agreed in an AEF, Licensee will install handholes and/or manholes as a means of accessing the Licensed Conduit or Fiber. Licensee shall be responsible for all "one -call" responses and cable locate services for the Licensed Conduit or Fiber. All costs associated with Licensee's access to the Licensed Conduit or Fiber will be borne by the Licensee. The City shall not be required to install handholes or manholes for Conduit that has been installed prior to the entry of this Agreement. If necessary, Zayo may install handholes or manholes at its own cost. 4.2 Activities Around or In Licensed Assets. If Licensee's activities will be performed within four (4) feet of Licensor's Conduit System, Licensee must contact Licensor to schedule the activity at a mutually agreed time allowing for Licensor to provide an escort, at Licensor's discretion and at Licensee's cost. Escort services will be requested using the Request for Field Activity ("RFA") form attached as Exhibit B or such other form as mutually agreed in writing. For Fiber placement within a Licensed Conduit, a RFA shall be made. Licensor shall grant such access as agreed to in an RFA, provided however, that Licensor shall not delay such an access request by more than ten (10) business days of receipt of such request. Licensee shall be responsible for all costs, including Licensor's costs for an RFA for Fiber placement. Licensor's costs for RFA may include a fifteen percent (15%) markup over costs. 4.3 The Licensee shall have the right, but not the obligation, to supervise and oversee any work performed by the Licensor in or to the Licensee's facilities, at Licensee's cost. 5. Repair and Maintenance 5.1 If either Party wishes to perform any repairs or maintenance they must follow all state and local laws for any and all work within in the right of way or other locations that require approval by state and local governing bodies, this includes permits and other requirements. Zayo shall use commercially reasonable efforts to cause the Licensed Assets to continue to meet the Specifications during the License Term. Zayo shall perform all routine maintenance and operations for the shared conduit and fiber system at its own cost, provided that City shall reimburse Zayo for its proportionate share of all emergency maintenance and repair costs including but not limited to all costs associated with "one - call" responses, cable locate services and placement of a locate wire for the Licensed Conduit or Fiber and any other repair costs incurred due to damage caused by the City, plus fifteen percent (15%). Proportionate share means the number of licensed fibers divided by the total amount of fibers for the particular segment. 5.2 Routine Maintenance. From time to time, at the Zayo's reasonable discretion, and after adequate advance notice to the City (which shall be at least 72 hours), the Zayo will schedule and perform specific periodic maintenance and repair checks and services on both the Licensed Assets. This maintenance shall be provided at no cost to the City. 5.3 Emergency Maintenance. Page 4 of 14 69