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(E) "Delivered Facilities" shall mean the facilities as described in Exhibit A and this
<br />Agreement received by the City or Zayo, respectively.
<br />(F) "Governmental Authority" shall mean any federal, state, regional, county, city,
<br />municipal, local, territorial, or tribal government, or any public or quasi - public authority,
<br />whether foreign or domestic, or any department, agency, bureau or other administrative
<br />or regulatory body obtaining authority from any of the foregoing, including without
<br />limitation, courts, public utilities and sewer authorities.
<br />(G) "Person" shall mean any individual, corporation, partnership, limited liability company,
<br />joint venture, association, joint -stock company, trust, unincorporated organization,
<br />government or any agency or political subdivision thereof or any other entity.
<br />(H) "Rights -of -Way" shall mean those City -owned streets, roads and public rights -of -way
<br />identified on Exhibit A, attached hereto and incorporated herein by reference.
<br />(1)
<br />(J)
<br />"Underlying Rights" shall mean all deeds, leases, easements, rights -of -way agreements,
<br />licenses, franchises, grants, contracts and other rights, titles and interests to use real
<br />property of any third Person, which are necessary for the construction, placement,
<br />location, installation, operation, use, lease, rental, maintenance, repair or replacement of
<br />the Delivered Facilities.
<br />"Work" shall mean all necessary installation, management, engineering, placement,
<br />make - ready, preparatory and construction work required to be completed by Zayo, as
<br />further described in Exhibit A, which is required in order to effectuate the Exchange.
<br />(K) "Zayo - Installed Conduit and Fiber" shall mean the approximately one mile of new 1.25"
<br />conduit and two miles of 24 count fiber optic cable provided, constructed and installed by
<br />Zayo and dedicated to the City as depicted on Exhibit A, attached hereto and
<br />incorporated herein by reference.
<br />3. Transfer of Title, License and Exchange of Right to Use Delivered Facilities and Associated
<br />Property.
<br />A. Title to Zayo - Installed Conduit and Fiber. Zayo shall construct, install and transfer title to
<br />the City the Zayo - Installed Conduit and Fiber. Concurrent with the execution of the Completion Notice
<br />described in Section 4, Zayo shall execute and a deliver to the City a bill of sale conveying to the City, for
<br />no further consideration, the Zayo - Installed Conduit and Fiber.
<br />B. License in City Conduit and Rights -of -Way. City shall provide to Zayo a non - exclusive
<br />license in the existing City Conduit and Rights -of -Way for the installation and maintenance of Zayo-
<br />owned fiber optic cable and the Zayo - Installed Conduit and Fiber as depicted on Exhibit A, for the Term
<br />of this Agreement. The City Conduit is being licensed to Zayo "as -is" without warranty of any kind,
<br />express or implied, including any warranty of merchantability or fitness for a particular purpose. If the
<br />City Conduit is not continuous and capable of the installation of fiber optic cable, Zayo shall give notice
<br />to the City of any problems with the City Conduit, and Zayo may, upon the City' s written consent, repair,
<br />at its expense any City Conduit that is not continuous.
<br />C. Associated Property. The conveyance under Section 3.A and the license under Section
<br />3.B shall include the associated and nonexclusive right to use the Associated Property of the applicable
<br />Delivered Facilities. All of the foregoing actions set forth in this Section 3 are collectively referred to
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