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FIBER FACILITIES CONSTRUCTION AND PROVISION OF SERVICES AGREEMENT THIS FIBER FACILITIES CONSTRUCTION AND PROVISION OF SERVICES AGREEMENT (the "Agreement") is made this 29th day of January 2009, by and between OneCommunity, an Ohio non-profit corporation, having its principal office at 800 West St. Clair Avenue, Cleveland, Ohio 44113 and the Village of Mayfield, Ohio, having its principal office at 6622 Wilson Mills Road, Mayfield Village, Ohio 44143 (the "Village"). OneCommunity and the Village may collectively be referred to as "Parties," and each individually may be referred to as "Party." WHEREAS, OneCommunity, will be constructing a fiber ring consisting of ninety-six (96) strands of fiber on behalf of the Village (the "System") along the route depicted in Exhibit 1 attached hereto; WHEREAS, the Village will own the System and engage OneCommunity to operate and deliver services over the System in accordance with the terms and conditions set forth below; WHEREAS, OneCommunity will operate the System and provide the services necessary to deliver connectivity to the Village and to other interested third parties; and WHEREAS, in addition, OneCommunity desires to acquire from the Village, and the Village desires to provide to OneCommunity, an exclusive, indefeasible right to use ("IRU") eight (8) of the ninety-six (96) strands (the "OneCommunity Fibers") of optical fibers to be installed in the System in accordance with the terms and conditions set forth below and in the IRU Agreement attached hereto as Exhibit 2. NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions set forth herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: Section 1. Definitions. Capitalized terms and phrases used in this Agreement will have the following meanings for purpose of this Agreement only: ~• "Acceptance Date" means the date of the Village's acceptance of all Major Segments of the Fibers in accordance with the Certificate of Final Acceptance attached hereto as Exhibit 3. "Acceptance Standards" means the standards set forth in Exhibit 7 with respect to the testing and condition of the Fibers. "Cable" means the fiber optic cable included in the System and fibers contained therein, including the OneCommunity Fibers and associated splicing connections, splice boxes and vaults, and conduit. As of 09/29/2009