Agmt11 Astound Broadband, LLC Maintenance Agreement

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• Effective Date and that are beyond such Party's reasonable control, whether or not similar to the foregoing (a "Force Majeure Event "), but only for so long as such Force Majeure Event remains applicable 11. SUCCESSION AND ASSIGNABILITY 11.1 Successors and Assigns. This Agreement will be binding upon and inure to the Parties' benefit and to the Parties' respective permitted successors or assigns. 11.2 Astound Assignment. Nothing in this Agreement prevents Astound from selling or otherwise disposing of any portion of the I -Net provided that, if such a sale or other disposition occurs, then Astound will condition such sale or other disposition as subject to City's rights under this Agreement. Subject to the foregoing provisions of this Section 11.2, Astound may assign this Agreement and may assign its rights and /or delegate its obligations and liabilities under this Agreement, either in whole or in part, to any person or entity. Astound will deliver to City written notice of any such assignment or delegation. 11.3 City Assignment. The rights, obligations and liabilities under this Agreement are specific to City. City may not assign its rights and /or delegate its obligations and liabilities under this Agreement, either in whole or in part, by operation of law or otherwise, to any person or entity. 12. MISCELLANEOUS 12.1 Dispute Resolution. If any dispute arises out of or relates to this Agreement, or any actual or alleged breach of this Agreement, and if the Parties cannot resolve the dispute through good faith negotiations, then the Parties must promptly submit the dispute to the project leaders of each Party and each project leader must negotiate in good faith to resolve the dispute within 14 days after the dispute's submission. If the project leaders are unable to reach agreement to the satisfaction of each Party within that 14 -day period, then the project leaders may submit the dispute to a City Department head or the City Manager and to an executive officer of Astound, respectively. The Department Head /City Manager and Astound executive officer must negotiate in good faith to resolve the situation in at least one face -to -face meeting to be held within 30 days after the dispute is submitted to them. If the Parities cannot resolve the dispute, or either Party's representative fails to attend the face -to -face meeting, then either Party may pursue any remedy available at law or in equity that is not expressly limited by the terms of this Agreement. The prevailing Party in any action initiated to interpret, defend, or enforce the terms or conditions of this Agreement will be entitled to receive such prevailing Party's costs of suit, including reasonable attorney's fees, from the non - prevailing Party. 12.2 Notices. Any demand, notice, or other communication to be given to a Party in connection with this Agreement will be given in writing and will be given by personal delivery by registered or certified mail, return receipt requested, or by commercial overnight delivery service addressed to the recipient as specified below or to such other address or individual as may be designated by notice given by the Party to the other Party. Any demand, notice, or other communication given by: (i) overnight mail will be conclusively deemed to have been given the next business day, (ii) personal delivery will be conclusively deemed to have been given on the day of actual delivery, and (iii) if given by registered or certified mail return receipt requested, on the receipt date. Astound: City of Redwood City: Page 7 of 10 ATTY /AGR 2011.052 Astound 52711