|
ORIGINAL
<br /> MAINTENANCE AGREEMENT
<br /> This Maintenance Agreement (this "Agreement"), dated \A rd , 2011 (the "Effective Date "), is made
<br /> between Astound Broadband, LLC, a Washington limited liability company ( "Astound ") and the City of Redwood City,
<br /> California ( "City "). In this Agreement, Astound and City are sometimes individually referred to as a "Party," and are
<br /> collectively referred to as the "Parties."
<br /> BACKGROUND
<br /> On August 28, 2000, City granted a cable television franchise (the "Local Franchise ") to RCN Telecom Services,
<br /> Inc. ( "RCN ") and on March 13, 2007, pursuant to the City's duly granted consent, RCN assigned all of its right, title and
<br /> interest in the Local Franchise to Astound. Subsequently, Astound obtained and is currently providing cable television
<br /> and other lawful services to customers in the City pursuant to the authority of that certain California Video Franchise
<br /> Certificate, Franchise No. 0028, as amended the "State Video Franchise ") issued in accordance with the Digital
<br /> Infrastructure and Video Competition Act ( "DIVCA "). The terms of the Local Franchise, which expired on February 28,
<br /> 2009 (the "Local Franchise Expiration Date "), required the franchisee to construct and maintain an Institutional
<br /> Network (the "I- Net ") for City in accordance with the terms of the Local Franchise and related documentation and for
<br /> City to pay the franchisee for constructing the I -Net but not the cost of I -Net maintenance. DIVCA requires a State
<br /> Video Franchise holder to comply with the I -Net requirements contained in a Local Franchise until that Local Franchise
<br /> expires. Accordingly, Astound was required to maintain the relevant segments of the I -Net at no charge until the Local
<br /> Franchise Expiration Date. This Agreement sets forth the terms under which Astound will continue to provide the I -Net
<br /> to the City at no charge, and will continue to provide maintenance services for the I -Net for the fee specified herein
<br /> following the Local Franchise Expiration Date.
<br /> AGREEMENT
<br /> For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
<br /> agree as follows:
<br /> 1. DEFINITIONS. As used in this Agreement:
<br /> 1.1 "Astound Fiber System" means the Astound -owned fiber system composed of one or more
<br /> individual single mode fiber optic strands terminating at the Astound fiber panels located within each of the buildings
<br /> identified in Exhibit A.
<br /> 1.2 "Authorized Use" means —any lawful municipal use by City acting in its government capacity
<br /> consistent with Section 2.2 herein.
<br /> 1.3 Emer enc Unscheduled Maintenance" means unscheduled, non-routine m '
<br /> a; v aintenance and
<br /> repair relating to, caused by, or in connection with any failure, interruption, impairment, or degradation in the
<br /> operation of the I -Net, or any event likely to cause any imminent failure, interruption, impairment, or degradation,
<br /> including any such maintenance and repair in response to (a) any Outage; or (b) any event likely to cause an
<br /> imminent I -Net failure, interruption, impairment, and /or degradation, or likely to cause an imminent Outage, in
<br /> each case including any necessary or desirable splicing or re- splicing.
<br /> 1.4 "Institutional Network (or I- Net)" means four (4) single mode optical fibers in the Astound fiber
<br /> sheath that are part of the Astound Fiber System and are dedicated for the sole use, but not ownership, of City in
<br /> forming a network to serve the dedicated City buildings identified on Exhibit A.
<br /> 1.5 "Major Failure" means any I -Net failure, interruption, impairment, or degradation that results in an
<br /> Outage, or that otherwise requires Emergency Unscheduled Maintenance.
<br /> Page 1 of 10
<br /> ATTY /AGR 2011.052 Astound
<br /> 52711
<br />
|