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EXHIBIT B <br />Network Operations and Indefeasible Right to Use Agreement <br />1. Subject Matter. This Exhibit sets forth the relationship between the County and Contractor <br />in regard to the ownership interest in, use of, and daily operation and maintenance of the County <br />Funded Network, as described in Exhibit A3 (the "County Funded Network Facilities". The <br />parties acknowledge that the County Funded Network includes the following network assets: <br />fiber optic cable ("Cable") and fibers contained therein ("Fibers") and associated splicing <br />connections, splice boxes and vaults, and conduit ("Network Assets"), all as described in Exhibit <br />A3. <br />The County and Contractor's obligations as set forth herein will only commence when the <br />County Funded Network is are funded, constructed, accepted, and put into operation by <br />Contractor as contemplated here, provided, however, that prior to completion of the County <br />Funded Network, Contractor may start marketing, pricing, and expanding services to be provided <br />pursuant to this Exhibit B, including providing such services in the County Funded Network that <br />has been built out. Such operations shall be Contractor's sole responsibility. <br />2. County Network Term. The County's term of ownership of the County Funded Network will <br />be twenty-five (25) years as set forth in Exhibit A, Section 14.A. ("County Network Term"). <br />The County Network Term shall not renew as the Contractor will own the County Funded <br />Network upon expiration of the County Network Term. Upon expiration of the County Network <br />Term, all of Contractor's obligations to the County set forth in the Agreement shall cease. <br />3. Grant of Indefeasible Right to Use and Exclusive Operating Authority. During the County <br />Network Term County grants Contractor an indefeasible right to use ("IRU") the Fibers in the <br />County Funded Network, subject to the Open Network Access provision set forth below, and <br />confers upon Contractor the exclusive right and obligation to maintain and operate the Network <br />Assets in total for commercial purposes. Except as set out in the Open Network Access <br />provisions below, the County will have no right to access any physical Fibers within any Cable, <br />to enter and splice any splice boxes and vaults, or access any electronic devices connected to the <br />County Funded Network. Contractor will undertake all work to interconnect the Fibers and to <br />construct, install, maintain, and repair the associated conduit, cable, and appurtenances as <br />described in Exhibit A3. <br />For clarity, except for the Open Network Access provisions below, it is the County's intent to <br />transfer complete use of and exclusive operating control over the County Funded Network to <br />Contractor, and the County acknowledges that it will have no right to manage or control <br />Contractor's operation or maintenance of the County Funded Network Facilities under this <br />Agreement. Additionally, while the County will maintain legal ownership of the County Funded <br />Network during the County Network Term, it may not, during the County Network Term, sell, <br />assign, or otherwise transfer any of the County Funded Network without Contractor's prior <br />written consent. Contractor may condition any such consent on any such sale, assignment, or <br />transfer being explicitly made subject to and conditioned upon the continuation of Contractor's <br />Professional Services Agreement <br />Page 23 of 35 <br />