Agmt11 Astound Broadband, LLC Maintenance Agreement

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• 1.6 "Minor Failure" means any I -Net failure, interruption, impairment, or degradation that does not result in an Outage or that does not require Emergency Unscheduled Maintenance. 1.7 "Non- Emergency Unscheduled Maintenance" means unscheduled, non - routine maintenance and repair relating to, caused by, or in connection with any potential service - affecting situation that is necessary or desirable to prevent any failure, interruption, impairment, or degradation in the I -Net that does not qualify as Scheduled Maintenance and that does not qualify as Emergency Unscheduled Maintenance, including any splicing or re- splicing required in such circumstances. 1.8 "Outage" means, with respect to the I -Net, loss of connectivity directly related to the Astound Fiber System. 1.9 "Scheduled Maintenance" means all routine necessary or desirable I -Net maintenance, repair, checks, inspections, and services, including (a) testing to establish quality assurance thresholds on the Astound Fiber System; (b) establishing and maintaining membership in the local "Call- Before - You -Dig" program; and (c) splicing or re- splicing into the Astound Fiber System. 1.10 "Services" means the maintenance services that City is purchasing and that Astound is providing under this Agreement as set forth in Section 2. 1.11 "Unscheduled Maintenance" means unscheduled, non - routine I -Net maintenance and repair that is not included in Scheduled Maintenance, including Emergency Unscheduled Maintenance and Non- Emergency Unscheduled Maintenance. 2. MAINTENANCE SERVICES 2.1 Services. During the term of this Agreement, Astound or such contractors, agents or representatives determined by Astound in its sole discretion, will provide the following services in connection with the I -Net. a. Scheduled Maintenance. Astound will undertake Scheduled Maintenance in the ordinary course of business consistent with its standard practices. b. Unscheduled Maintenance. (i) Notice. If City receives information that the I -Net is damaged or otherwise requires Unscheduled Maintenance, then City will notify Astound of such situation by calling Astound at 1- 888 -317- 0488 or at such other number or by using such other contact means as may be provided to City by Astound from time to time. If Astound receives information that the I -Net is damaged or otherwise requires Unscheduled Maintenance, then Astound will notify City of such situation by calling City at (650) 780 -7600 or at such other number or by using such other contact means as may be provided to Astound by City from time to time. (ii) Major Failure Corrective Actions. For each Major Failure, at a minimum, and without limiting any other provisions contained in this Agreement, Astound will (A) have an Astound technician and /or its subcontractor on site within four hours after Astound first becomes aware of the Major Failure, regardless of whether such Major Failure occurs during normal business hours or during after - hours, weekends, or holidays; (B) promptly upon arriving at the affected site or sites, determine the actions required to correct and repair the damage, problem, and /or situation as quickly as possible; (C) subject to any limitations imposed by objectively verifiable safety issues or to superior site access priority rights held by others, promptly begin such corrections and repairs; (D) use commercially reasonable efforts to complete such corrections and repairs; and (E) correct and repair active or in -use fiber strands before correcting or repairing fiber strands that are not active or not in -use; (iii) Minor Failure Corrective Actions. For each Minor Failure, Astound and /or its subcontractor will (A) have an Astound technician and /or its subcontractor on site within 72 hours after Astound first Page 2 of 10 ATTY /AGR 2011.052 Astound 52711