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

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(a) Within two (2) hours after a Zayo receives a trouble report of imminent or actual failure or impairment of the Licensed Conduit or Fiber, the Zayo shall commence all commercially reasonable efforts to repair such failure or impairment to cause the Licensed Conduit or Fiber to meet the Specifications. At a minimum, such commercially reasonable efforts shall include dispatching at least one service technician (or more if commercially reasonably prudent to do so) to the source of the reported problem. (b) Within four (4) hours after Zayo receives a trouble report of the type described in section (a), upon the City's request, Zayo shall provide adequate assurance that Zayo is diligently pursuing remedial action. If the Zayo fails to initiate and diligently pursue repair within six (6) hours after the trouble report, then the City may, but shall not be obligated to, effect reasonable repair or replacement to restore the Licensed Conduit or Fiber to the Specifications ("Self Help"). Zayo shall reimburse the City for all reasonable costs and expenses for Self Help incurred within forty-five (45) days after receipt of an invoice which shall include backup documentation for all charges. If the City performs Self Help, the City shall be responsible to perform such Self Help in a professional and workmanlike manner in accordance with industry standards and if necessary shall indemnify Zayo in accordance with 12.2. (c) If the City does not elect to repair the Licensed Conduit or Fiber pursuant to subsection (b), and Zayo fails to restore the Licensed Conduit or Fiber to the Specifications within twelve (12) hours after the trouble report, then upon the City's request, Zayo shall review its Conduit System and propose alternate Licensed Assets with the same end points and capacity at least equal to the capacity or fiber count of the failed Licensed Conduit or Fiber, if available. If such alternative Licensed Asset is not available, the City may terminate the Licensed Asset pursuant to the terms of this Agreement. (d) Notice of interruption arising from relocation, condemnations and Force Majeure (as defined in Section 14) events shall be treated as a trouble report for purposes of this Section 5 and shall require prompt notice via email to both address of a Party 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 6. Term. The term of this Agreement, shall begin on the Effective Date, and shall end on the expiration of the last AEF License Term. Each License Term shall begin upon receipt of Notice of Asset Availability, and shall end on the last day of the AEF License Term. 7. Representations Regarding Authorizations. 7.1 Licensor represents, warrants and covenants that: (a) it has obtained, and will use commercially reasonable efforts to maintain all Authorizations throughout any License Term; and (b) it has the full right and authority under the Authorizations to enter into this Agreement and perform its obligations hereunder, and the same will not violate the Authorizations (with or without the giving of notice or the lapse of time or both) or require any consent, approval, filing or notice under the Authorizations or under Page 5 of 14 70