Augusta Area Fiber Optic Connectivity

Feb 1, 2023, 9:48 AM MA 18P 18022200000000000090 State of Maine MODIFICATION Master Agreement Effective Date: 02/08/18 Expiration Date: 10/31/27 Master Agreement Description: Augusta Area Fiber Optic Connectivity Buyer Information Justin Franzose 207-624-7337 ext. justin.franzose@maine.gov Issuer Information Edward Arsenault 207-624-9459 ext. Edward.Arsenault@maine.gov Requestor Information Wayne Gallant 207-624-9424 ext. wayne.e.gallant@maine.gov Agreement Reporting Categories Reason For Modification: Extension until 10/31/2027. Authorized Departments 18B BUREAU OF INFORMATION SERVICES Vendor Information Vendor Line #: 1 Vendor ID Vendor Name VC1000034334 BIDDEFORD INTERNET Alias/DBA GREAT WORKS INTERNET Vendor Address Information 43 LANDRY ST BIDDEFORD, ME 04005 US DocuSign Envelope ID:

B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 MA 18P 18022200000000000090 Feb 1, 2023, 9:48 AM Vendor Contact Information LAUREN AINSWORTH 800-232-0758 ext. finance@gwi.net Commodity Information Vendor Line #: 1 Vendor Name: BIDDEFORD INTERNET Commodity Line #: 1 Commodity Code: 72523 Commodity Description: Augusta area fiber optic connectivity Commodity Specifications: Augusta Area Fiber Optic Connectivity as per the attached specifications/Contract Agreement. Commodity Extended Description: Agreement Amount: $210,000.00 Quantity UOM Unit Price 0.00000 0.000000 Delivery Days Free On Board 0 Contract Amount Service Start Date Service End Date 0.00 02/08/18 10/31/27 Catalog Name Discount 0.0000 % Discount Start Date Discount End Date Commodity Terms and Conditions Vendor Line #: 1 Commodity Line #: 1 T&C #: 165 T&C Name: Payment Terms T&C Details: Net 30 Terms and Conditions Agreement Terms and Conditions T&C #: 165 T&C Name: T&C Details: Net 30 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 MA 18P 18022200000000000090 Feb 1, 2023, 9:48 AM Please see authorized signatures displayed on the next page DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 MA 18P 18022200000000000090 Feb 1, 2023, 9:48 AM Each signatory below represents that the person has the requisite authority to enter into this Contract. The parties sign and cause this Contract to be executed. State of Maine - Department of Administrative and Financial Services DateSignature David Morris, Acting Chief Procurement Officer Vendor Signature Date Print Representative Name and Title DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 CEOFletcher Kittredge 3/7/2023 3/8/2023 Fred Brittain Chief Info. Officer 3/13/2023 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 STATE OF MAINE GENERAL TERMS AND CONDITIONS FOR GOODS AND/OR SERVICES UNDER BUYER PURCHASE ORDERS (BPOs) AND MASTER AGREEMENTS (MAs) Page 1 of 5 1. DEFINITIONS: The following definitions are applicable to these standard terms and conditions: a. The term “Buyer” or “State” shall refer to the Government of the State of Maine or a person representing the Government of the State of Maine. b. The term “Department” or “DAFS” shall refer to the State of Maine Department of Administrative and Financial Services. c. The term “Bureau” or “BGS” shall refer to the State of Maine Bureau of General Services. d. The term “Division” shall refer to the State of Maine Division of Purchases. e. The term “Contractor”, “Vendor”, or “Provider” shall refer to the organization that is providing goods and/or services through the contract to which these standard terms and conditions have been attached and incorporated. f. The term “Contract” or “Agreement” shall refer to the contract document to which these standard terms and conditions apply, taking the format of a Buyer Purchase Order (BPO) or Master Agreement (MA) or other contractual document that is mutually agreed upon between the State and the Contractor. 2. WARRANTY: The Contractor warrants the following: a. That all goods and services to be supplied by it under this Contract are fit and sufficient for the purpose intended, and b. That all goods and services covered by this Contract will conform to the specifications, drawing samples, symbols or other description specified by the Division, and c. That such articles are merchantable, good quality, and free from defects whether patent or latent in material and workmanship, and d. That all workmanship, materials, and articles to be provided are of the best grade and quality, and e. That it has good and clear title to all articles to be supplied by it and the same are free and clear from all liens, encumbrances and security interest. Neither the final certificate of payment nor any provision herein, nor partial nor entire use of the articles provided shall constitute an acceptance of work not done in accordance with this agreement or relieve the Contractor liability in respect of any warranties or responsibility for faulty material or workmanship. The Contractor shall remedy any defects in the work and pay any damage to other work resulting therefrom, which shall appear within one year from the date of final acceptance of the work provided hereunder. The Division of Purchases shall give written notice of observed defects with reasonable promptness. 3. TAXES: Contractor agrees that, unless otherwise indicated in the order, the prices herein do not include federal, state, or local sales or use tax from which an exemption is available for purposes of this order. Contractor agrees to accept and use tax exemption certificates when supplied by the Division as applicable. In case it shall ever be determined that any tax included in the prices herein was not required to be paid by Contractor, Contractor agrees to notify the Division and to make prompt application for the refund thereof, to take all proper steps to procure the same and when received to pay the same to the Division. 4. PACKING AND SHIPMENT: Deliveries shall be made as specified without charge for boxing, carting, or storage, unless otherwise specified. Articles shall be suitably packed to secure lowest DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 Revised 1/10/2014 Page 2 of 5 transportation cost and to conform to the requirements of common carriers and any applicable specifications. Order numbers and symbols must be plainly marked on all invoices, packages, bills of lading, and shipping orders. Bill of lading should accompany each invoice. Count or weight shall be final and conclusive on shipments not accompanied by packing lists. 5. DELIVERY: Delivery should be strictly in accordance with delivery schedule. If Contractor's deliveries fail to meet such schedule, the Division, without limiting its other remedies, may direct expedited routing and the difference between the expedited routing and the order routing costs shall be paid by the Contractor. Articles fabricated beyond the Division’s releases are at Contractor’s risk. Contractor shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet delivery schedule, and, unless otherwise specified herein, no deliveries shall be made in advance of the Division’s delivery schedule. Neither party shall be liable for excess costs of deliveries or defaults due to the causes beyond its control and without its fault or negligence, provided, however, that when the Contractor has reason to believe that the deliveries will not be made as scheduled, written notice setting forth the cause of the anticipated delay will be given immediately to the Division. If the Contractor’s delay or default is caused by the delay or default of a subcontractor, such delay or default shall be excusable only if it arose out of causes beyond the control of both Contractor and subcontractor and without fault of negligence or either of them and the articles or services to be furnished were not obtainable from other sources in sufficient time to permit Contractor to meet the required delivery schedule. 6. FORCE MAJEURE: The State may, at its discretion, excuse the performance of an obligation by a party under this Agreement in the event that performance of that obligation by that party is prevented by an act of God, act of war, riot, fire, explosion, flood or other catastrophe, sabotage, severe shortage of fuel, power or raw materials, change in law, court order, national defense requirement, or strike or labor dispute, provided that any such event and the delay caused thereby is beyond the control of, and could not reasonably be avoided by, that party. The State may, at its discretion, extend the time period for performance of the obligation excused under this section by the period of the excused delay together with a reasonable period to reinstate compliance with the terms of this Agreement. 7. INSPECTION: All articles and work will be subject to final inspection and approval after delivery, notwithstanding prior payment, it being expressly agreed that payment will not constitute final acceptance. The Division of Purchases, at its option, may either reject any article or work not in conformity with the requirements and terms of this order, or re-work the same at Contractor’s expense. The Division may reject the entire shipment where it consists of a quantity of similar articles and sample inspection discloses that ten (10%) percent of the articles inspected are defective, unless Contractor agrees to reimburse the Division for the cost of a complete inspection of the articles included in such shipment. Rejected material may be returned at Contractor’s risk and expense at the full invoice price plus applicable incoming transportation charges, if any. No replacement of defective articles of work shall be made unless specified by the Division. 8. INVOICE: The original and duplicate invoices covering each and every shipment made against this order showing Contract number, Vendor number, and other essential particulars, must be forwarded promptly to the ordering agency concerned by the Vendor to whom the order is issued. Delays in receiving invoice and also errors and omissions on statements will be considered just cause for withholding settlement without losing discount privileges. All accounts are to be carried in the name of the agency or institution receiving the goods, and not in the name of the Division of Purchases. DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 Revised 1/10/2014 Page 3 of 5 9. ALTERATIONS: The Division reserves the right to increase or decrease all or any portion of the work and the articles required by the bidding documents or this agreements, or to eliminate all or any portion of such work or articles or to change delivery date hereon without invalidating this Agreement. All such alterations shall be in writing. If any such alterations are made, the contract amount or amounts shall be adjusted accordingly. In no event shall Contractor fail or refuse to continue the performance of the work in providing of articles under this Agreement because of the inability of the parties to agree on an adjustment or adjustments. 10. TERMINATION: The Division may terminate the whole or any part of this Agreement in any one of the following circumstances: a. The Contractor fails to make delivery of articles, or to perform services within the time or times specified herein, or b. If Contractor fails to deliver specified materials or services, or c. If Contractor fails to perform any of the provisions of this Agreement, or d. If Contractor so fails to make progress as to endanger the performance of this Agreement in accordance with its terms, or e. If Contractor is adjudged bankrupt, or if it makes a general assignment for the benefit of its creditors or if a receiver is appointed on account of its insolvency, or f. Whenever for any reason the State shall determine that such termination is in the best interest of the State to do so. In the event that the Division terminates this Agreement in whole or in part, pursuant to this paragraph with the exception of 8(f), the Division may procure (articles and services similar to those so terminated) upon such terms and in such manner as the Division deems appropriate, and Contractor shall be liable to the Division for any excess cost of such similar articles or services. 11. NON-APPROPRIATION: Notwithstanding any other provision of this Agreement, if the State does not receive sufficient funds to fund this Agreement and other obligations of the State, if funds are de- appropriated, or if the State does not receive legal authority to expend funds from the Maine State Legislature or Maine courts, then the State is not obligated to make payment under this Agreement. 12. COMPLIANCE WITH APPLICABLE LAWS: Contractor agrees that, in the performance hereof, it will comply with applicable laws, including, but not limited to statutes, rules, regulations or orders of the United States Government or of any state or political subdivision(s) thereof, and the same shall be deemed incorporated herein by reference. Awarding agency requirements and regulations pertaining to copyrights and rights in data. Access by the grantee, the subgrantee, the Federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives to any books, documents, papers and records of the Contractor which are directly pertinent to that specific contract for the purpose of making audit, examination, excerpts, and transcriptions. Retention of all required records for three years after grantees or subgrantees make final payments and all other pending matters are closed. Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act, (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15). (Contracts, subcontracts, and subgrants of amounts in excess of $100,000). Mandatory standards and policies relating to energy efficiency which are DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 Revised 1/10/2014 Page 4 of 5 contained in the state energy conservation plan issued in compliance with Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871). 13. INTERPRETATION: This Agreement shall be governed by the laws of the State of Maine as to interpretation and performance. 14. DISPUTES: The Division will decide any and all questions which may arise as to the quality and acceptability of articles provided and installation of such articles, and as to the manner of performance and rate of progress under this Contract. The Division will decide all questions, which may arise as to the interpretation of the terms of this Agreement and the fulfillment of this Agreement on the part of the Contractor. 15. ASSIGNMENT: None of the sums due or to become due nor any of the work to be performed under this order shall be assigned nor shall Contractor subcontract for completed or substantially completed articles called for by this order without the Division’s prior written consent. No subcontract or transfer of agreement shall in any case release the Contractor of its obligations and liabilities under this Agreement. 16. STATE HELD HARMLESS: The Contractor agrees to indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, material men, laborers and other persons, firm or corporation furnishing or supplying work, services, articles, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Contractor in the performance of this Agreement. 17. SOLICITATION: The Contractor warrants that it has not employed or written any company or person, other than a bona fide employee working solely for the Contractor to solicit or secure this Agreement, and it has not paid, or agreed to pay any company, or person, other than a bona fide employee working solely for the Contractor any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon, or resulting from the award for making this Agreement. For breach or violation or this warranty, the Division shall have the absolute right to annul this agreement or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 18. WAIVER: The failure of the Division to insist, in any one or more instances, upon the performance of any of the terms, covenants, or conditions of this order or to exercise any right hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such term, covenant, or condition or the future exercise of such right, but the obligation of Contractor with respect to such future performance shall continue in full force and effect. 19. MATERIAL SAFETY: All manufacturers, importers, suppliers, or distributors of hazardous chemicals doing business in this State must provide a copy of the current Material Safety Data Sheet (MSDS) for any hazardous chemical to their direct purchasers of that chemical. 20. COMPETITION: By accepting this Contract, Contractor agrees that no collusion or other restraint of free competitive bidding, either directly or indirectly, has occurred in connection with this award by the Division of Purchases. DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 Revised 1/10/2014 Page 5 of 5 21. INTEGRATION: All terms of this Contract are to be interpreted in such a way as to be consistent at all times with this Standard Terms and Conditions document, and this document shall take precedence over any other terms, conditions, or provisions incorporated into the Contract. DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 Amendment rev. July 2019 Upon final approval by the Division of Procurement Services, a case details page will be made part of this contract. AMENDMENT DATE: 3/6/2023 ADVANTAGE CONTRACT #: MA 18P 18022200000000000090 DEPARTMENT AGREEMENT #: NA AMENDMENT AMOUNT: $ 0.00 This Amendment, is between the following Department of the State of Maine and Provider: State of Maine DEPARTMENT DEPARTMENT: Department of Administrative and Financial Services, Office of Information Technology Address: 51 Commerce Drive City: Augusta State: ME Zip Code: 04 PROVIDER PROVIDER: BIDDEFORD INTERNET Address: 43 LANDRY ST City: BIDDEFORD State: ME Zip Code: 04005 Provider’s Vendor Customer #: Each signatory below represents that the person has the requisite authority to enter into this Contract Amendment. The parties sign and cause this Contract Amendment to be executed. Department of Administrative and Financial Services, Office of Information Technology ____________________________________________ Frederick Brittain, Chief Information Officer Date AMENDMENT Department of BIDDEFORD INTERNET N/A Signature Representative Name and Title Date Signature Fletcher Kittredge , CEO Date DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 3/7/2023 3/8/2023 2 of 5 The contract is hereby amended as follows: (Check and complete all that apply) ☒ Amended Period: Original Start Date: 7/25/2012 Current End Date: 10/31/2022 Amendment Start Date: 11/1/2022 New End Date: 10/31/2027 Reason: Extension ☒ Amended Contract Amount: Amount of Adjustment: $ New Contract Amount: $ $650/monthly Reason: ☒ Amended Scope of Work: The Scope of work in Rider A is amended as follows: See below ☐ Other: Reason: All other terms and conditions of the original contract and subsequent contract amendments remain in full force and effect. CODING LINE TOTAL FUND DEPT UNIT SUB UNIT OBJ PROGRAM PROGRAM PERIOD BOND FUNDING FISCAL YEAR $ LINE TOTAL FUND DEPT UNIT SUB UNIT OBJ PROGRAM PROGRAM PERIOD BOND FUNDING FISCAL YEAR $ (Departments - Attach separate sheet as needed for additional coding.) The following will be deleted from Master Agreement: Under GENERAL TERMS AND CONDITIONS FOR GOODS AND/OR SERVICES UNDER BUYER PURCHASE ORDERS (BPOs) AND MASTER AGREEMENTS (MAs) Page 3 of 5 10. TERMINATION: The Division may terminate the whole or any part of this Agreement in any one of the following circumstances: a. The Contractor fails to make delivery of articles, or to perform services within the time or times specified herein, or b. If Contractor fails to deliver specified materials or services, or c. If Contractor fails to perform any of the provisions of this Agreement, or d. If Contractor so fails to make progress as to endanger the performance of this Agreement in accordance with its terms, or e. If Contractor is adjudged bankrupt, or if it makes a general assignment for the benefit of its creditors or if a receiver is appointed on account of its insolvency, or DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 3 of 5 f. Whenever for any reason the State shall determine that such termination is in the best interest of the State to do so The following will be added to the Master Agreement: The State of Maine Office of Information Technology (OIT) seeks to extend the Biddeford/GWI dark fiber plant in the Augusta Maine area for a period of five (5) years. This plant consists of twenty four (24) strands of single mode dark fiber connectivity between the Cross Office Building (210 State Street) and the Central Maine Commerce Center (45 Commerce Drive). All strands will be for the sole use of the State of Maine OIT. The vendor will continue to be responsible for all built out installation points as provided across the OIT specified demarcation points, and all ongoing dark fiber support and maintenance costs for the period of the contract. Vendor must maintain their registration with the Maine Public Utilities Commission to do business as a CLEC, ILEC or dark fiber provider. Existing Specifications shall be maintained: 1. Twenty four (24) dedicated strands of single mode G.652.D compliant fiber optic connecting the Cross Office Building (210 State Street basement telecommunications room) to the Central Maine Commerce Center (45 Commerce Drive OTT's MDF telecommunications room). 2. Maximum length not to exceed 10 kilometers with a maximum loss of .25dB/km at 1550nm. 3. Fusion spliced connections with a loss of no more than .20 dB/splice and ,75dB/connector. 4. All single mode fiber optic cable will be terminated on a rack mounted patch panel. All patch panel terminations will utilize SC connectors. 5. Vendor is responsible for all aerial licenses (pole attachments), conduit access and/or other right of way permits required. State conduit space (pathway) from Civic Center Drive to the Central Maine Commerce Center and from Sewall Street to the Cross Office Building may be utilized. 6. Vendor is responsible for coordinating with utilities for all make ready work required in utility spaces. 7. Vendor will be responsible for coordinating installation in State and leased buildings with OIT. 8. Prior to acceptance Vendor has conducted a fiber condition test and provided the State with a report of the results. Testing was be conducted on each fiber strand with calibrated OTDR equipment by a qualified fiber testing technician at 1310nm and 1550nm wave lengths. Testing consisted of bi-directional span testing recording the loss of each splice and over all span loss measurements. Each fiber path was tested in an A-to-Z, then Z-to-A manner with results added together and divided by two to calculate a bi-directional average. Maintenance 1. Vendor is responsible for all maintenance of the dark fiber strands. This includes but is not limited to, routine preventative, repairs, troubleshooting, problem resolution, utility work, and attachment/right of way leases. 2. Vendor will fix any repair or replace any fiber that results in the maximum loss specifications being exceeded. 3. Vendor must provide 7 x 24-hour response and restorations service. This service includes a respond to trouble reports within two hours and complete restoration within 24 hours. The initial response will include an overview of the problem, estimated time to repair, and a point of contact. DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 4 of 5 After initial response, vendor will provide updates no less than every 2 hours, until full restoration. If requested, an incident report is to be provided to OIT within five (5) working days of service restoration. 4. Vendor will identify a twenty-four (24) hour, seven (7) day a week procedure for reporting troubles. The procedure must include a toll-free trouble reporting number. 5. Vendor will notify OIT of service affecting maintenance no less than 72 hours in advance of the planned outage. Maintenance and Repair of the Fiber Optic Cable Emergency Maintenance. During the Term of this Agreement, Provider shall perform maintenance and repair on the fiber optic cable to correct any failure, interruption or impairment of the Strands (reasonable wear and tear, and reasonable resulting changes in quality, excepted). When trouble is encountered on the Strands, Department shall provide such assistance, diagnostic or otherwise, as may be reasonably necessary to assist Provider in its maintenance and repair activities, including without limitation the locating of any fault within the fiber optic cable. During the Term of this Agreement, the parties agree to the following Emergency maintenance standards: (a) Provider shall respond to any failure, interruption or impairment in the operation of the Strands within two (2) hours after Provider has actual knowledge, whether by means of receiving a report from Department or otherwise, of any such failure, interruption or impairment and (b) Provider shall use commercially reasonable efforts to have the Strands restored to proper working order within twenty-four (24) hours of any such failure, interruption or impairment. Ordinary Maintenance. During the Term of this Agreement, Provider will schedule from time to time and perform at its own cost specific periodic maintenance and repair checks and services of the fiber optic cable during the Term. To the extent such work shall involve any interruption in Department’s use of the Strands, Provider shall: (a) provide notice to Department of such schedule prior to performing any such maintenance and repair; and (b) use commercially reasonable efforts to schedule the same so as to minimize the impact on Department’s use of the Strands. Maintenance of Department’s Equipment and Accessories. Provider shall have no maintenance or repair responsibility with respect to any portion of Department’s network on Department’s side of each Splice Point. Nothing contained in this Agreement shall be construed to obligate Provider to operate, maintain or repair any of Department’s Equipment and Accessories. Department shall periodically inspect Department’s Equipment and Accessories and shall be obligated, at its sole cost and expense, to keep, operate, maintain and repair Department’s Equipment and Accessories in accordance with the Codes and Provider’s Underlying Rights. All maintenance and repair work performed by Department or any Third Party on behalf of Department, shall be carried out by persons qualified under the Codes to perform such work, and with respect to any non-routine repair work, such work will be coordinated with Provider. The provisions and requirements of Section 7.4 hereof, regarding (i) the certifications of persons performing work, and (ii) notification and prior authorization to perform work in and around Provider’s facilities or a Utility’s facilities shall apply to any work performed under this Section 8.2. Department shall at all times perform or cause to be performed its repair and maintenance work in accordance with the applicable provisions of the Codes. Provider reserves the right to require and prescribe prior advance notice and consent for any repair or maintenance work on Department’s facilities, taking into account the location of the fiber optic cable and any requirements imposed under Provider’s Underlying Rights. DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92 5 of 5 Excluded Maintenance. In the event that it is necessary for Provider to undertake any repair, replacement or relocation work relating to the fiber optic cable, which is not the responsibility of Provider, as set forth above, Department agrees to reimburse Provider for such cost reasonably incurred by Provider if the department is notified in advance with accompanying quotes or estimates. Relocation And Re-Designation Of Strands If, following the Completion Date, Provider is required by a party with legal authority to do so to relocate a portion the fiber optic cable, Provider shall provide Department reasonable notice of such requirement, and Provider shall be permitted to proceed with such relocation. In the event that such relocation requires the removal, re-splicing, and/or reconnection of any of Department’s Equipment and Accessories, Department shall, upon notice from Provider, promptly cause such action to be taken at its sole cost and expense. Damage to Facilities. Damage to Fiber Optic Cable. Department shall exercise due care to avoid damaging the fiber optic cable, the Utility’s facilities, and any other Provider equipment or facilities or the equipment or facilities of Third Parties attached to, or making use of, the Utility’s facilities. Department assumes all responsibility for loss from any damage to such facilities caused by Department’s employees, agents or contractors. Department shall make an immediate report to Provider and any other user of the occurrence of any such damage and agrees to reimburse the respective parties for all costs and losses incurred in making repairs. In addition to the foregoing indemnities and without limiting the application or effect thereof, Department hereby agrees and acknowledges that it shall be liable to Provider for any and all damages to Provider’s facilities resulting from or caused by the use of the fiber optic cable by Department, its agents or employees or assigns, including without limitation, the operation and maintenance of Department’s Equipment and Accessories. Damage to Department’s Equipment and Accessories. Provider shall exercise due care to avoid damaging Department’s Equipment and Accessories. Except as provided in Section 5.1, Provider assumes all responsibility for loss from any damage to such facilities caused by Provider’s employees, agents or contractors. Provider shall make an immediate report to Department and any other user of the occurrence of any such damage and agrees to reimburse Department for all costs and losses incurred in making repairs. Except as provided in Section 12.1 hereof, in addition to the foregoing indemnities and without limiting the application or effect thereof, Provider hereby agrees and acknowledges that it shall be liable to Department, for any and all damages to Department’s Equipment and Accessories resulting from or caused by Provider’s maintenance of the fiber optic cable. INVOICES AND PAYMENTS: The Department will pay the provider as follows: $650.00 monthly for 5 consecutive years. DocuSign Envelope ID: B305626B-8C5B-4BE0-B1AD-8868CEC5DC92