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withheld and shall be made no later than forty-five [45] days from notice of completion of the <br />Work provided by the CONTRACTOR. <br />13. Operation of the Project. Except as set forth in the Contracts: <br />A) The operations and management of the Project, including, but not limited to, marketing, <br />pricing and expansion of services shall be CONTRACTOR's sole responsibility; and <br />B) The COUNTY shall not have any managerial rights or other rights to control, whether <br />by ownership or otherwise, CONTRACTOR or the Proiect. <br />C) CONTRACTOR's Project Manager will keep the COUNTY's Project Manager up to <br />date on the Project as it progresses. Placement of large components on utility poles will <br />be done to minimize the aesthetic impact on the area and the COUNTY's Project <br />Manager should be consulted as necessary for location options in areas that have high <br />visual appeal, such as in front of homes. <br />14. Ownership of the Work Product; Proprietary Rights. It is anticipated that the Project <br />Contribution as defined in Section 5 above will be used to furnish, construct, and install fiber <br />facilities from CONTRACTOR-designated termination points to facilitate all "drop-points" <br />within COUNTY, state, or private rights of way (such facilities, the "COUNTY-Funded <br />Network"). The parties agree that the COUNTY-Funded Network will be owned as follows: <br />A) The COUNTY will retain ownership of and title to the COUNTY-Funded <br />Network, but the COUNTY hereby grants CONTRACTOR the exclusive right <br />to operate the COUNTY-Funded Network as described in the EXHIBIT B for <br />the purposes described and subject to the terms and conditions set forth in this <br />contract. <br />B) For clarity, the COUNTY-Funded Network inclusive of all network, <br />equipment and facilities required to deliver services to all end users is <br />described in the Description of COUNTY Funded Network facilities (Exhibit <br />A-3), and such network, equipment, and facilities will be deemed owned by <br />the COUNTY to the extent provided in Exhibit A-3. However, ownership of <br />and title to all other facilities furnished by CONTRACTOR in connection <br />with the Project, including, without limitation, any facilities designated as <br />CONTRACTOR-owned on Exhibit A-3 and the CONTRACTOR-Funded <br />Facilities, will remain with CONTRACTOR. <br />Except as expressly set forth in the Contracts, CONTRACTOR will have sole ownership rights <br />to any drawings, specifications and any documents prepared by CONTRACTOR under the <br />Contracts shall be the property of CONTRACTOR and CONTRACTOR shall be deemed the <br />author of such documents and retain all common law, statutory and other rights thereto unless <br />CONTRACTOR defaults on this Contract, in which instance CONTRACTOR shall transfer any <br />such drawings, specifications or other documents prepared by CONTRACTOR under this <br />Professional Services Agreement <br />Page 17