Laserfiche WebLink
appoint a successor operator (a "Successor Operator") to assume operational control over <br />the COUNTY Funded Network facilities. The following terms will apply in any transition of <br />operational control over the COUNTY Funded Network from CONTRACTOR to the <br />COUNTY or a Successor Operator: <br />15.1 If requested by the COUNTY, CONTRACTOR may elect to sell certain Drop <br />Facilities to the COUNTY or a Successor Operator in its sole discretion. The purchase <br />price for any such sale may be determined by a mutually agreed independent third -party <br />valuation expert. However, if any Drop Facilities are not purchased by the COUNTY or a <br />Successor Operator, CONTRACTOR will have the right to either leave all or any of the <br />Drop Facilities in place or to remove all or any portion of the Drop Facilities. If the <br />COUNTY does not purchase any applicable Drop Facilities and CONTRACTOR elects <br />to remove the Drop Facilities, the COUNTY will permit CONTRACTOR access to its <br />property to remove such facilities as reasonably requested by CONTRACTOR. <br />15.2 To the extent any COUNTY Funded Network facilities are installed on <br />CONTRACTOR -owned poles or within CONTRACTOR -owned conduit, <br />CONTRACTOR will have the right, as of the termination date, to charge the COUNTY <br />or the Successor Operator CONTRACTOR's then -standard pole attachment or conduit <br />occupancy fees for the applicable pole or conduit. If requested by CONTRACTOR, the <br />COUNTY or Successor Operator will enter into CONTRACTOR's then -standard pole <br />attachment or conduit occupancy agreement for the applicable poles or conduit. <br />However, following termination, CONTRACTOR will have the right to charge its <br />standard pole attachment or conduit occupancy fees regardless of whether the COUNTY <br />or Successor Operator enters into such an agreement, and unless otherwise provided in an <br />agreement executed by the applicable parties, such fees will be payable by the COUNTY <br />within thirty (30) days of the COUNTY's receipt of an invoice from CONTRACTOR <br />therefor. <br />15.3 To the extent any COUNTY Funded Network facilities are installed on third <br />party poles or within third party conduit or to the extent COUNTY is required to obtain <br />any other rights from third parties to install and operate the COUNTY Funded Network, <br />(collectively, "Third Party Required Rights"). Following termination, the COUNTY or a <br />Successor Operator shall assume or acquire all obligations and occupancy fees applicable <br />to third party pole attachment or conduit occupancy fees for the applicable pole or <br />conduit utilized in the COUNTY Funded Network. <br />Except as may be expressly provided in subsections (15.1) - (15.3) above, CONTRACTOR <br />will have no further obligation or liability with respect to the COUNTY Funded Network <br />following termination of this Agreement for any reason. <br />16. Defense & Indemnity Agreement: <br />The CONTRACTOR agrees to and shall defend, indemnify and hold harmless the COUNTY, <br />its Additional Insured's, appointed and elective officers, agents and employees, from and against <br />Professional Services Agreement <br />Page 7 <br />