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

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matter. No amendment or modification to this Agreement shall be valid unless in writing and signed by both Parties. The only relationship between the Parties is that of licensor and licensee with respect to the Licensed Conduit, and otherwise as independent contracting Parties, and specifically, but without limitation, the Parties are not partners in any undertaking. THIS AGREEMENT SHALL BE INTERPRETED AND ENFORCED UNDER THE LAWS OF WASHINGTON WITHOUT REGARD TO CONFLICTS OF LAWS. If any provision of this Agreement is unenforceable, it shall be deemed stricken from this Agreement and shall have no effect on any other provision. This Agreement shall be binding upon and inure to the benefit of Parties and their respective representatives, successors and assigns. Headings are for convenience only and shall not affect the interpretation of this Agreement. This Agreement shall become effective only upon execution by both Parties. Both Parties have been represented by counsel and neither Party shall be deemed to be the drafter of this document for purposes of interpreting an ambiguity against the drafter. There are no third party beneficiaries of this Agreement. "Days" shall mean calendar days, unless otherwise specified. Business days shall mean all days other than Saturdays, Sundays and Federal holidays. No waiver shall be valid unless in writing and signed by the Party against whom enforcement is sought. 20. Waiver. No delay or omission by either party to exercise any right or power occurring upon non- compliance or failure of performance by the other parry shall impair that right or power or be construed to be a waiver thereof. A waiver by either party of any of the covenants, conditions or agreements to be performed by the other parry shall not be construed to be a general waiver of any such covenants, conditions or agreements, but the same shall be and remain at all times in full force and effect. 21. Severability. In the event any term, covenant or condition of this Agreement, or the application of such term covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants and conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless a court holds that the invalid term, covenant or condition is not separable from all other terms covenants and conditions of Agreement. IN WITNESS WHEREOF, the Parties have caused this Asset Exchange Agreement to be executed by their respective duly authorized representatives as of the day and year first above written. ZAYO GROUP, LLC By: Print Name: Title: Date: CITY OF TUKWILA By: Print Name: Title: Date: Page 11 of 14 76