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be performed by or under the direction of CONTRACTOR. Unscheduled Maintenance will consist of: "Emergency Unscheduled Maintenance" in response to an alarm identification by CONTRACTOR' Network Operations Center ("NMC"), or notification by any third party of any failure, interruption, or impairment in the operation of the Network Asset, or any event imminently likely to cause the failure, intemrption or impairment in the operation of the Network Facilities. ii)"Non-Emergency Unscheduled Maintenance" in response to any potential service-affecting situation to prevent any failure, intemuption, or impairment in the operation of the Network Asset. C) Relocation. For clarity, CONTRACTOR's right to maintain the Network Asset includes the right for CONTRACTOR to relocate county's Network Asset should it determine such a relocation is necessary or advisable. Circumstances in which CONTRACTOR may relocate all or any county's Network Asset include, but are not limited to, the following: (i) if a third party with legal authority to do so orders or threatens to order such relocation (e.g., through filing or threatening to file a condemnation suit), (ii) in order to comply with applicable laws, (iii) to prevent or abate interference with or interruption of the Network Facilities, or an uffeasonable risk thereof, due to the existence of physical conditions (e.g. rock slides, seismic conditions), (iv) to reduce governmental fees or taxes assessed against it or the COLTNTY if mutually agreed by the parties, or (v) if it determines to do so in its reasonable business judgment. Any relocation of the Network Assets will be performed at CONTRACTOR's sole cost and expense unless such relocation is requested or required by or as a result of the COUNTY, in which case the Parties will negotiate an appropriate Change Order under or amendment to the Agreement apporlioning the cost of such relocation between them. CONTRACTOR will perform any relocation in accordance with its normal business practices and in a manner that complies with the specifications and requirements set forth in the Agreement and that does not unreasonably interrupt service on the Fibers. In the event of any required relocation, the COUNTY will cooperate as reasonably requested by CONTRACTOR to secure alternate routes for the Network Assets and to interface with third parties as needed to accomplish the relocation. 11. Network Monitoring and Repair Standards. CONTRACTOR will operate and maintain a Network Monitoring Center (NMC) staffed twenty-four Q$ hours aday, seven (7) days a week by trained and qualified personnel available either on-call or virtual / on-site in the CONTRACTOR's sole discretion. CONTRACTOR' maintenance employees will be available for dispatch twenty-four (24) hours a day, seven (7) days a week. CONTRACTOR will respond immediately to any Emergency Unscheduled Maintenance activity; and where commercially Professional Services Agreement Page28 i)