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

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on the ability to perform; failure to provide such notice shall preclude recovery under this provision. Such delay shall cease as soon as practicable and written notification of same shall be provided. The time of completion shall be extended by Agreement modification for a period of time equal to the time that the results or effects of such delay prevented the delayed party from performing in accordance with this Agreement. 15. Assignment. City shall use the Licensed Conduit or Fiber for City's own use. Under no circumstances shall City resell, lease, license, provide an IRU, or otherwise provide use of Licensed Conduit or Fiber Stands, to any third party. Notwithstanding, Zayo may assign this Agreement in its entirety without the City's consent, to an entity in which such Zayo or its parent company directly or indirectly owns a majority of the voting interests, or to any person, firm or corporation into or with which it may be merged or consolidated or that purchases all or substantially all of Zayo's assets by providing notice of such assignment to the City. 16. Notice. 16.1 Other than notice for AEF and maintenance, all other notices, to be effective, must be in writing and delivered by pre -paid commercial overnight delivery service, or by first class mail, return receipt requested, addressed as follows: If to Zayo: Zayo Group, LLC ATTN: General Counsel 1805 29' Street, Suite 2050 Boulder, CO 80301 If to City: CITY of Tukwila ATTN: IT Manager 6300 Southcenter Blvd Tukwila, WA 98168 Either Party may change its notice address(es) by written notice to the other Party. 16.2 Notice shall be effective on the date of the addressee's receipt or refusal, as the case may be. 17. Dispute Resolution and Governing Law. In the event of any claim or dispute under or in connection with this Agreement, the Parties shall negotiate in good faith to resolve the claim or dispute or, upon the failure to resolve such claim or dispute through good faith negotiations, this Agreement shall be governed by and construed in accordance with the laws of the State of Washington without giving effect to the principles of conflicts of laws. Venue for any dispute arising under this Agreement shall be in Pierce County Superior Court. 19. Miscellaneous. This Agreement, including all Exhibits, sets forth the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior understandings and agreements on such subject Page 10 of 14 75