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EXHIBIT C <br />MAINTENANCE AGREEMENT <br />MONITORING AND MAINTENANCE SPECIFICATIONS AND PROCEDURES <br />1. GENERAL <br />This Exhibit describes the policies and procedures that will be utilized to monitor and maintain the <br />Delivered Facilities. Each Party shall ensure that the respective facilities are maintained according to the <br />Monitoring and Maintenance Specifications and Procedures specified herein, through application of <br />commercially reasonable and accepted industry standards, and in accordance with manufacturers' <br />specifications. The purpose and result of monitoring and maintenance shall be to assure (in the case of <br />routine maintenance), or restore (in the case of non - routine maintenance) the functionality of the Zayo <br />Conduit and City Conduit. The parties reserve the right to mutually modify procedures as appropriate to <br />ensure that performance specifications are achieved. <br />2. RESOURCES <br />Each Party will perform cable and conduit maintenance and repair around the clock, on a twenty -four (24) <br />hour per day, seven (7) days per week basis (24x7). Each Party shall be available during normal business <br />hours (7:00 a.m. to 5:00 p.m.) and during off -hours (before 7:00 a.m., after 5:00 p.m., weekends and <br />holidays). <br />Each party shall establish a Maintenance Center (or "Network Operations Center," or "NOC ") and assign <br />a dedicated maintenance manager to oversee and coordinate day -to -day maintenance activities. The <br />Maintenance Center shall be equipped to receive alarms twenty -four (24) hours per day, seven (7) days <br />per week, three - hundred - sixty -five (365) days per year. The maintenance manager shall be responsible for <br />ensuring that preventative, corrective, and emergency maintenance activities are carried out in a timely <br />fashion and that maintenance activities are coordinated with the other Party. <br />Each Party shall provide qualified personnel, office services, vehicles, and all tools and materials required <br />for the safe and proper performance of maintenance procedures. Specifically, each Party shall retain and <br />maintain all appropriate equipment necessary for routine and preventative maintenance as well as <br />corrective maintenance and emergency restoration. <br />3. ROUTINE MAINTENANCE <br />Each Party shall perform routine and preventative maintenance of the system, including the following: <br />• Each Party shall patrol the route on a regularly scheduled basis. During these patrols, each Party will <br />ensure that "Call- Before - You -Dig" (CBYD) right -of -way marker signs are in place and undamaged. <br />Damaged and/or missing signs will be replaced. <br />• Each Party shall establish membership in the local CBYD program, and perform all cable and conduit <br />locate activities required to protect the respective Conduits. <br />4. NON - ROUTINE MAINTENANCE <br />All maintenance other than Routine Maintenance as described in Section 3 above shall be deemed to be <br />Non - Routine Maintenance. Each Party shall provide telephone number(s) to the other Party for the <br />purpose of reporting Service Affecting Conditions to that Party. When reporting a .Service Affecting <br />Page 14 of 17 <br />