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services will be pursuant to separate service agreements between OneCommunity, the Customers <br />and/or other third parties. <br />3.4 Maintenance, Extensions, and Relocations. <br />3.4.1. Maintenance. The Village acknowledges that, during the Term, all Routine and <br />Non-Routine Maintenance of the System as described in Exhibit 4 attached hereto, as well as all <br />relocations of the conduit/innerduct of the System, will be performed exclusively by, and will be <br />the sole responsibility of, OneCommunity. <br />3.4.2 The Village will pay OneCommunity an annual fee of seven thousand dollars <br />($7,000.00) ("the Maintenance Fee") to perform all Routine Maintenance of the System and <br />relocations of the Fibers. OneCommunity will invoice the Village for the first annual <br />Maintenance Fee within ten (10) days of the Acceptance Date and annually thereafter. <br />3.4.3 OneCommunity will perform all Non-Routine Maintenance of the System, as well <br />as any required relocations and extensions. OneCommunity will invoice the Village for the <br />associated Costs and provide detailed supporting documentation of the expenses related to the <br />associated goods and services. <br />3.4.4 Invoices for the Maintenance Fee and for any Non-Routine Maintenance will be <br />payable to OneCommunity within thirty (30) banking days of the Village's receipt of such <br />invoice. Any amounts not paid within the time period set forth in this Section will be subject to <br />the interest rate set forth in Section 3.1.3. <br />3.4.5 Notwithstanding the foregoing: <br />3.4.5.1 to the extent the Village is obligated to reimburse OneCommunity for all <br />or a portion of the Costs incurred pursuant to other sections of this Agreement, such alternative <br />reimbursement obligations may apply instead of the obligations set forth in this Section; and <br />3.4.5.2 the Village's obligation to pay all of OneCommunity's Costs for <br />relocations under this Section will apply only to the extent OneCommunity relocates the Fibers <br />(i) for bona fide operational, safety or security reasons, (ii) under legal compulsion, (iii) under <br />bona fide threat of legal compulsion, (iv) pursuant to the Village's direction, or (v) pursuant to <br />Section 3.6 herein. <br />3.5 To the extent a third party not having an interest in the System or the Fibers reimburses <br />some or all of OneCommunity's Costs, OneCommunity will reduce the Costs by the amount of <br />such reimbursement for purposes of computing the Village's payment obligation under this <br />Section. OneCommunity will either reflect such reduction in its invoice or will promptly refund <br />such reduction when it receives such reimbursement. <br />3.6 Relocation Procedures. <br />3.6.1 Except as otherwise provided herein, if OneCommunity determines in its <br />reasonable business judgment, or is required by a third party with legal authority to do so, to <br />relocate all or any portion of the System or any of the facilities used or required in performing <br />5 As of 01/29/2009 <br />