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11. GOVERNING LAW
<br />- - This Agreement shall be construed and enforced in
<br />accordance with, and the validity and performance hereof shall
<br />be governed by the laws of the State of Minnesota. In addition,
<br />- this Agreement shall comply in ail respects with the terms and
<br />conditions of the Grant. If the terms of the Grant conflict with
<br />any term herein, the term shall .be read consistent with the
<br />Grant. The venue for all proceedings related to this Agreement
<br />shall be a state or federal court of competent jurisdiction in
<br />Minnesota.
<br />12. FORCE MAJEURE
<br />Neither Party shall be liable for any failure of performance
<br />hereunder due to causes beyond its reasonable control
<br />including, but not limited to, acts of God, fire, explosion,
<br />vandalism, cable cut, flood, storm, or other similar catastrophe,
<br />any law, order, regulation, direction, action or request of the
<br />government, or any department, agency, commission, court,
<br />orr-bureau of a government, or any civil or military authority,
<br />national :emergency, insurrection, riot, war, strike, lockout, or
<br />work stoppage (each, a "Force Majeure Event"). The Party
<br />claiming relief under this Section shall notify the other Party of
<br />the occurrence or existence of the Force Majeure Event and of
<br />the termination of such event in the event Company is unable
<br />to deliver Services as a result of a Force Majeure Event,
<br />County shall not be obligated to pay for the Services so
<br />affected for as long as the Company is unable to deliver the
<br />Services.
<br />13. ADDITIONAL PROVISIONS
<br />13.1 This Agreement (including ail Service Order(s),
<br />appendices, exhibits, attachments and/or schedules attached
<br />hereto) constitutes the entire understanding between the
<br />parties relating to the rights herein granted and the obligations
<br />herein assumed and correctly sets forth the rights, duties, and
<br />obligations of each party to the other as of the date of this
<br />Agreement; provided, however, that this Agreement shat not
<br />affect or modify the terms or applicability of the Fiber
<br />Agreement or any other agreement regarding other subject
<br />matters to which Zayo and County are parties. Any prior
<br />Agreements, promises, negotiations or representations
<br />regarding the subject matter of this Agreement not expressly
<br />set forth in this Agreement are of no fore; or effect. No
<br />alteration or variation of the terms of any provision shall be
<br />valid unless made in writing and signed by a duly authorized
<br />representative of Zayo and the County. In'the event that any
<br />one or more of the provisions of this Agreement shall for any
<br />reason be held to be invalid or unenforceable, the remaining
<br />provisions of this Agreement shall be unimpaired, and shall
<br />remain in effect and be binding upon the parties. The Services
<br />provided by Zayo are subject to the condition that they will not
<br />be used for any unlawful purposes. This Agreement shall
<br />benefit and bind the successors, affiliates and assigns of the
<br />Parties. No course of dealing between the Parties and no
<br />failure. to exercise any right hereunder shall be construed as a
<br />waiver of any provision hereof.
<br />14. PREVAILING PARTY
<br />In the event that suit is brought or an attorney is retained
<br />by either Party to enforce the terms of this Agreement or to
<br />collect any money as due hereunder or to collect any money
<br />damages for breach hereof, --the prevailing Party shall be
<br />entitled to recover, in addition to any other remedy, the
<br />Rev. 9/1109
<br />reimbursement of reasonable attorneys fees, court costs, costs
<br />of investigation and other related expenses incurred in
<br />connection therewith.
<br />15. NO PARTNERSHIP.
<br />This Agreement does not create a partnership, joint
<br />venture or agency relationship between Zayo and County.
<br />Neither party shall have any authority to bind the other party to
<br />any agreement, understanding or other instrument, in any
<br />manner whatsoever. Zayo is and shall remain an independent
<br />-contractor-with respect -to any. and atl.Services. provided under.,
<br />this Agreement. Zayo acknowledges and agrees, on its behalf
<br />and on behalf of its subcontractors, that it is not entitled to
<br />receive any of the benefits received by County employees and
<br />is not eligible for workers' or unemployment compensation
<br />benefits through the County. Zayo also acknowledges, on its
<br />behalf and on behalf of its subcontractors, and agrees, that no
<br />withholding or deduction for state or federal income taxes,
<br />FICA; FUTA, or otherwise,will be made from the payments
<br />due Zayo and that it is Zayo's sole obligation to comply with the
<br />applicable provisions of all federal and state tax laws.
<br />16. BINDING EFFECT
<br />• This Agreement shall be binding upon and inure to the
<br />benefit of the parties hereto and their respective successors
<br />and assigns. County shall not assign, delegate, or transfer any
<br />of its rights or obligations hereunder without Zayo's prior
<br />written consent. However, either party- shall be allowed to
<br />assign this Agreement, in whole or in part to a parent,
<br />subsidiary or affiliate whether as a result of a merger or a sale
<br />of all or substantially all of the stock or assets of the assigning
<br />party: Each of the undersigned hereby state that he/she has
<br />full authority to enter into this Agreement and hereby accepts
<br />this Agreernent on behalf of the companies identified below.
<br />17. NOTICES
<br />Notices under this Agreement shall be in writing and
<br />delivered iiy calf ed mail, return receipt requested, or by
<br />nationally recognized courier to the persons whose navies and
<br />business addresses appear below, and such notice shall be
<br />effective on the date of receipt, or refusal of delivery, by the
<br />receiving Party.
<br />Page 4 of 19
<br />If to Zayo:
<br />Zayo Bandwidth, LLC
<br />Attn: General Counsel, Legal
<br />400 Centennial Pkwy, Suite 200
<br />Louisville CO 80027
<br />Billing Disputes:
<br />Zayo Bandwidth, LLC
<br />Attn: Accounts Receivables
<br />400 Centennial Pkwy, Suite 200
<br />Louisville, CO 80027
<br />Order Modifications or Cancellations:
<br />Zayo Bandwidth, LLC
<br />7010 Snowdrift Drive
<br />Allentown, PA 18106
<br />1-800-390-6094
<br />
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