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EXHIBIT B NETWORK OPERATIONS 1. Subject Matter. This Agreement ("Agreement") is for the establishment of a relationship between the COIINTY and CONTRACTOR (each a"Party" and collectively "Parties") in regard to the ownership interest in and daily operation and maintenance of the County Funded Network in Exhibit A-3 (the "County Funded Network Facilities"). The Parlies acknowledge that the County Funded Network Facilities include fiber optic cable ("Cable") and fibers contained therein ("Fibers") and associated splicing connections, splice boxes and vaults, and conduit, all as described in Exhibit A-3. The COUNTY and CONTRACTOR's obligations under this agreement will only commence when the Network Assets are funded, constructed, accepted, and put into operation by CONTRACTOR as contemplated in the agreement, provided however, that prior to completion of the Network Assets, CONTRACTOR may start marketing, pricing and expansion of services to be provided under this Agreement and may start providing such services may be provided for the COLINTY's portion of the Network that have been built out. Such operations shall be CONTRACTOR's sole responsibility. 2. Term. The "Initial Term" of this agreement will be twenty (20) years from the Effective Date. The term of this agreement will automatically renew for consecutive five (5) year terms (each a "Renewal Term") upon expiration of the Initial Term or any applicable Renewal Term, unless either Parly provides the other Party with written notice of non-renewal at least one hundred and eighty (180) days prior to the expiration of the then current term. The Initial Term together with all applicable Renewal Terms are collectively referred to in this Agreement as the "Term." 3. Grant of Exclusive Operating Authority. As described in this agreement, legal title to the COUNTY Funded Network facilities is and will continue to be held by the COUNTY, and nothing in this Agreement will convey any legal title in the COUNTY Funded Network to CONTRACTOR. However, during the term of this Agreement, CONTRACTOR will have the exclusive right and obligation to maintain and operate the Network Assets in total for commercial purposes. Except as set out in the Open Network Access provisions below, the COLINTY will have no right to access any physical Fibers within any Cable, to enter any splice or CONTRACTOR vault or access any electronic devices connected to the County Funded Network. CONTRACTOR will undertake all work to interconnect the Fibers and to construct, install, maintain, and repair the associated conduit, cable and appurtenances as described in Exhibit ,A.3. For clarity, except for the Open Network Access provisions below, it is the COUNTY's intent to transfer complete and exclusive operating control over the County Funded Network to CONTRACTOR, and the COTJNTY acknowledges that it will have no right to manage or control Professional Services Agreement Page22