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becomes aware of the Minor Failure, regardless of whether such Minor Failure occurs during normal business hours or
<br /> during after - hours, weekends, or holidays; and (B) to correct and repair the damage, problem, and /or situation;
<br /> (iv) Cooperation. When performing Astound's obligations under this Agreement,
<br /> Astound will reasonably cooperate with City to share all information relevant to Astound's obligations under this
<br /> Agreement.
<br /> 2.2 City Obligations. In using the I -Net, City will not physically, electronically, or inductively conflict with,
<br /> interfere with, or otherwise adversely affect the Astound Fiber System and will use the -I -Net only for its Authorized
<br /> Use. The City will not use the I -Net for commercial purposes or use or permit use of the I -Net to provide services to
<br /> third parties or use or permit use of the I -Net where any such use will compete with the video, voice, data, data
<br /> transport or collocation services of Astound. However, the City may use the I -Net where such use is part of a shared
<br /> services agreement with a non - profit agency located in any City facility specified in Exhibit A and such use will only
<br /> occur in those City I -Net facilities. If the City elects to contract for video, voice, data, data transport or colocation
<br /> services where such services will use the I -Net, the City will advise Astound of the opportunity to submit a quote or a
<br /> bid. City is solely responsible for ownership, maintenance and repair of all equipment and facilities located/ installed on
<br /> the City side of the Astound fiber termination panel. City is obligated to provide all maintenance services that are not
<br /> identified in Section 2.1 herein.
<br /> 2.3 Relocation and Restoration. If Astound receives notice of any request, stated intention, or stated
<br /> plan by any third -party or City to move, replace, and /or relocate any Astound Fiber System segment location,
<br /> alignment, and /or grade and if such action would materially affect the I -Net (each a "Relocation Request "), then
<br /> Astound will pay for such "Relocation Request ", except if Astound elects not to participate in the relocation project.. If
<br /> Astound's election not to participate will materially affect City's use of the I -Net, Astound will advise City of its intention
<br /> to make such an election and discuss with City in good faith possible ways to preserve the I -Net. If Astound otherwise
<br /> moves, replaces, and /or changes the location, alignment, and /or grade of any such Astound Fiber System (each, a
<br /> "Voluntary Relocation "), then Astound will notify City in writing of such Voluntary Relocation and Astound will pay the
<br /> costs of a Voluntary Relocation.
<br /> 2.4 City Notice, Access, and Control Rights. Astound will strive to give City as much advance notice as
<br /> practicable and at least seventy two (72) hours advance notice before performing any Services which may affect the
<br /> performance of the I -Net.
<br /> 2.5 City Responsibilities. Where applicable, City will assist with obtaining City permits for maintenance
<br /> work under this Agreement.
<br /> 3. CONSIDERATION
<br /> 3.1 Maintenance Fees. During the Term, City will pay Astound the following fees (the "Consideration "):
<br /> (a) The initial fee (for the 12 -month period from March 10, 2011 through March 9, 2012)
<br /> will be $2,362 and will be due and payable 45 days following the Effective Date.
<br /> (b) The fee for each subsequent 12 -month period (from March 10 of the then current year
<br /> to March 9 of the next succeeding year) during the Term will be the fee for the immediately preceding 12 -month
<br /> period plus three (3) percent. By way of example, the fee for the second 12 -month period (from March 10, 2012
<br /> through March 9, 2013) will be $2433 and the fee for the third 12 -month period (from March 10, 2013 through
<br /> March 9, 2014) will be $2506. The payment for each subsequent 12 -month period will be due and payable forty
<br /> five (45) days following receipt of invoice. For purposes of clarity, the Consideration for the first three years of this
<br /> Agreement will be as follows:
<br /> 12 Month Period Annual Increase Compensation
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<br /> ATTY /AGR 2011.052 Astound
<br /> 52711
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