Wave Business Solutions LLC 7/19/2016

If to Provider: If to Customer: Wave Business Solutions,LLC City of Everett 401 Parkplace Center,Suite 500 2930 Wetmore Avenue Kirkland,WA 98033 Everett,WA 98201 ATTN: Paul Koss ATTN: Contract Admini%ation Email: pkoss@wavebroadband.com Email: ITI,'f,(CS(W evert-6,0.45c)✓ With a Copy to: With a Copy to: WaveDivision Holdings,LLC 401 Parkplace Center,Suite 500 Kirkland,WA 98033 ATTN: Jim Penney Email: jpenney@wavebroadband.com Either party may change its notice address by giving notice to the other party in accordance with this Article. ARTICLE 14—REPRESENTATIONS AND COVENANTS Each Party represents and covenants to the other as follows: (i)the execution and delivery of the Agreement and the performance of its obligations hereunder have been duly authorized; (ii) the Agreement is a valid and legal agreement binding on such parties and enforceable in accordance with its terms; (iii)to the best of its knowledge and belief, it is in material compliance with all laws, rules and regulations and court and governmental orders related to the operation of its business; and (iv)it shall comply with all applicable laws and regulations when exercising its rights and performing its obligations under the Agreement. ARTICLE 15—MISCELLANEOUS 15.1 Entire Agreement;Interpretation. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof, and supersedes any and all prior oral or written agreecrnents between the Parties regarding th'e subject matter contained herein. The Agreement may only be modified or supplernehted by an instrument executed by an authorized representative of each Party. This Agreement and each of the terms and provisions of it are deemed to have been explicitly negotiated by the Parties, and the language in all parts of this Agreement shall, in all cases, be construed according to its fair meaning and not strictly for or against either of the Parties. 15.2 Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall,for any reason and to any extent, be found invalid or unenforceable, the remainder of this Agreement and the application of that provision to other persons or circumstances shall not be affected thereby,but shall instead continue in full force and effect. 15.3 No Waiver. No failure by either Party to enforce any rights hereunder will constitute a waiver of such rights. Nor shall a waiver by either Party of any particular breach or default constitute a waiver of any other breach or default or any similar future breach or default. Provider's acceptance of any payment under this Agreement will not constitute an accord or any other form of acknowledgement or satisfaction that the amount paid is in fact the correct amount, and acceptance of a payment will not release any claim by Provider for additional amounts due from Customer. 15.4 Attorneys' Fees. If any proceeding is brought by a Party to enforce or interpret any term or provision of the Agreement,the substantially prevailing Party in such proceeding will be entitled to recover,in addition to all other relief as set forth in the Agreement,that Party's reasonable attorneys'and experts'fees and expenses. 153 Relationship; No Third Party Beneficiaries. The Agreement is a commercial contract between Provider and Customer and the relationship between the Parties is that of independent contractors. Nothing in the Agreement creates any partnership, principal- agent, employer-employee or joint venture relationship between the Parties or any of their Affiliates, agents or employees for any purpose. This Agreement is for the sole benefit of Provider and Customer and is not intended to confer any rights on any other person;there are no third party beneficiaries of this Agreement. MASTER SERVICES AGREEMENT FOR ENTERPRISE SERVICES—GOVERNMENTAL CUSTOMER pg.7 Wave Business Solutions,LLC/City of Everett 06/13/2016