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6.G. - Page 7 of 40 MASTER SERVICES AGREEMENT This Master Services Agreement ("Master Agreement") is dated as of September 4, 2013 and is between ASTOUND BROADBAND, LLC ("Provider") and CITY OF REDWOOD CITY ("Customer"). This Master Agreement sets forth the general terms and conditions applicable to Customer's purchase of one or more communications or related services (individually or collectively, "Services") from Provider pursuant to an Order (as defined below). ARTICLE 1. ORDERS FOR AND DELIVERY OF SERVICE 1.1 Submission and Acceptance of Qrderfsl. Not a Purchose Agreement, This Master Agreement is not an agreement to purchase or provide Services. Any such agreement or commitment may be entered Into by Provider and Customer only pursuant to an Order (each, an "Order" and collectively, "Orders"). Each Order will set forth the specific terms of the Services to be provided by Provider and will incorporate the terms of this Master Agreement by reference. In the event any term or condition of an Order directly contradicts this Master Agreement, the term or condition of the Order will control. Customer may submit an Order requesting Services and containing the duration for which Provider will provide the Services ("Service Term"). Unless stated otherwise in the Order, Services will continue on a month to month basis at the expiration of the Service Term at Provider's then current rates. Provider shall notify Customer of acceptance of the Order, such acceptance being at Provider's sole discretion, by delivering in writing the date by which Provider shall endeavor to install Services (the "Install Date") or by delivering the Services. Renewal Orders will be deemed accepted by Provider's continuation of Services. Customer shall pay Provider's then current charges for moves, adds or changes agreed to by Provider with respect to any Order or Services. The Master Agreement and any Order are collectively referred to as the "Agreement," 1.2 Customer Premises: Title to Eauipment. (A) If access to non -Provider facilities is required for the installation, maintenance or removal of Provider equipment, Customer shall, at its expense, secure such right of access and shall arrange for the provision and maintenance of power and HVAC as needed for the proper operation of such equipment. (B) Unless stated otherwise in the applicable Order, Customer is solely responsible for the acquisition, installation, maintenance and repair of any and all equipment necessary to receive Services, (C) If, under the applicable Order, Provider provides equipment, network facilities and other property in order to provide Services, title to all such equipment, network facilities and other property of Provider (including software) provided by Provider is and will always remain with Provider. Such equipment, network facilities and other Provider property will not become fixtures of any Customer premises and must be returned to Provider at any time Services are discontinued in the condition in which they were received, subject to ordinary wear and tear. Customer shall not sell, lease, assign or create or permit to be created any liens, encumbrances or security interests on Provider's equipment, network facilities or other property. 1.3 Scheduled. Mainten_army and_Local Access. Scheduled maintenance will not normally result in Services interruption. If scheduled maintenance requires Services interruption, Provider shall: (1) provide Customer reasonable advance notice, (ii) work with Customer to minimize such interruptions, and (iii) use commercially reasonable efforts to perform such maintenance between midnight and 11;00 a,m. local time. If Customer obtains third party local access services, Customer shall; (i) provide Provider with circuit facility and firm order commitment information and design layout records to enable crossconnects to Provider Services (provided by Provider subject to applicable charges), (ii) cooperate with Provider (including providing necessary authorizations) respecting circuit grooming, and (iii) where related Services are disconnected, provide Provider a written disconnection firm order commitment from the relevant third party provider, ARTICLE 2. BILLING AND PAYMENT AT-TY/AGR/2013.176/ASTOUND BROAPBANO- MSA REV: 10-07.13 MLG 2013 ASTOUND BROADBAND Proprietary and Confidential 131