R2018-92 Authorizing an Indeasible Right of Use Agreement and Assocated Sales Order with Millikin University to Obtain Dark Fiber

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"Person" means any individual, corporation, partnership, Limited Liability Company,joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. "Proportionate Share" means, with respect to Customer, CITY, or any other Person that is an interest holder, and for each segment, the Costs shall be shared as follows: (a) if the affected segment includes any conduit housing the Dark Fiber, the Pro Rata Share of Costs shall be allocated equally among all of the affected conduits and (b) the Costs related to the conduit carrying the Dark Fiber plus Costs specifically related to fibers optic strands within such conduit, shall be allocated between Customer and the CITY and other Persons that are interest holders based on the ratio to which the number of Dark Fiber bears to the total number of fiber optic strands in such conduit. If this fraction varies over portions of a particular segment, then the Pro Rata Share shall be equal to the weighted average (weighted by length as set forth in the CITY's As-Built Drawings) of such relevant portions. For example, if the fraction for 100 feet of the affected segment is 0.1 and the fraction for the remaining 50 feet of the affected segment is 0.07, the weighted average for the entire segment would be 0.09. "Splice Point" means a location along the fiber path where there is a handhold and a splice case. ARTICLE 2 FIBER SYSTEM The CITY Fiber System will generally connect the"A"and"Z"endpoints identified in Exhibit A. (attached hereto and incorporated by reference). The route between each set of end points is hereafter referred to as a"Segment". CITY shall use commercially reasonable efforts to complete and test the dark fiber and provide a Completion Notice to Customer on or before the Completion Date of PoJonhrr' 1.1 2018 set forth in Exhibit A. ARTICLE 3 RIGHTS IN THE FIBER SYSTEM 3.1 As of the Effective Date, CITY shall grant to Customer and Customer shall receive from CITY(a) an exclusive indefeasible right of use of dark fibers set forth in Exhibit A that will be specifically identified by CITY in the Cable ("Dark Fiber"), and (b) the associated and non- exclusive indefeasible right to use the Associated Property, all such rights upon and subject to the terms and conditions set forth in this Agreement(collectively, the "IRU"). 3.2 The IRU does not include the right of Customer to own, control, maintain, modify or revise the Dark Fiber or any Associated Property in CITY facilities, the right of physical access to the Fiber System, the right to encumber the Fiber System in any manner, or the right to use any other portion of the Fiber System, except as expressly set forth herein. 3.3 CITY shall retain legal title in the fiber assets throughout the duration of the IRU, and nothing in this agreement shall convey any legal title to real or personal property, nor shall it 5