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LICENSE AND EXCHANGE AGREEMENT
<br />THIS LICENSE AND EXCHANGE AGREEMENT ( "Agreement ") dated this � day of
<br />, 2014, is made by and between the City of Louisville, Colorado, a Colorado home rule
<br />municipal corporation, ( "City ") and Zayo Group, LLC, its parent and Affiliates, a Delaware limited
<br />liability company ( "Zayo "). Zayo and City may also be collectively referred to as the "Parties" or,
<br />individually as a "Party."
<br />WHEREAS, the City owns certain conduit facilities within the boundaries of the City of
<br />Louisville, Colorado ( "City Conduit ") and owns public rights -of -way within the City; and
<br />WHEREAS, Zayo is a telecommunications provider that owns, operates and maintains metro
<br />fiber networks in multiple cities; and
<br />WHEREAS, Zayo desires to license from the City portions of the City Conduit and rights -of way
<br />for the installation of its fibers and conduit as depicted on Exhibit A, attached hereto and incorporated
<br />herein by reference; and
<br />WHEREAS, in exchange for the use of the City Conduit and rights -of -way, Zayo will install and
<br />construct additional conduit and fiber for the City' s use; and
<br />WHEREAS, each Party recognizes the efficiencies realized in exchanging certain facilities in
<br />support of their own business purposes to effectuate the operations desired by both Parties and is willing
<br />to exchange such facilities simultaneously in accordance with the terms and conditions set forth herein.
<br />NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions and obligations
<br />contained herein, and intending to be legally bound hereby, the Parties hereby agree as follows:
<br />1. Incorporation of Recitals. The above recitals are true and correct and are incorporated herein by
<br />this reference as a part of this Agreement.
<br />2. Definitions. For the purposes of this Agreement, the following terms are defined:
<br />(A) "Affiliate" shall mean, with respect to any Party, any other Party, who directly or
<br />indirectly controls, is controlled by, or is under common control with that Party. As used
<br />in this definition, "control" means the possession, directly or indirectly, of the power to
<br />direct or cause the direction of the management or policies of a Party, whether by way of
<br />equity ownership, contract or otherwise.
<br />(B) "Associated Property" shall mean, with respect. to Delivered Facilities, the following
<br />described property necessary for the use of the Zayo - Installed Conduit and Fiber or the
<br />City Conduit, as applicable, solely for the limited purposes described in this Agreement:
<br />manholes and hand - holes. As used in this Agreement, the term "Associated Property"
<br />does not include any telecommunications equipment.
<br />(C) "Claim" shall mean all suits, actions, damages, claims, losses, fines, judgments, costs and
<br />expenses (including reasonable attorneys', accountants', experts' fees and disbursements
<br />and costs of appeal) of any kind or character.
<br />(D) "City Conduit" shall mean the conduit network owned by the City that is identified on
<br />Exhibit A.
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