Res 2005-127 - Laserfiche WebLink

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City of San Marcos/Guadalupe-Blanco River Authority Water Treatment Facilities Service Contract Article IV - Transition Period (6) Acceptability and Effectiveness of Documents. All of the documents and instruments identified in this Section shall be in form and substance reasonably satisfactory to both parties, and shall be valid, in full force and effect and enforceable against each party thereto on the Commencement Date. It is understood that any such document, instrument or agreement, the form of which is set forth in a Transaction Form, that is executed and delivered in substantially such form, is and shall be deemed to be in form and substance satisfactory to the parties. No such document, instrument or agreement shall be subject to the satisfaction of any outstanding condition precedent except those expressly to be satisfied after the Commencement Date. No party to any such document, instrument or agreement shall have repudiated or be in default or imminent default thereunder, and each party shall have received such certificates or other evidence reasonably satisfactory to it of such facts as such party shall have reasonably requested. (7) Legal Proceedings. There shall be no Legal Proceeding pending before or by any Govemmental Body which: (a) challenges, or might chalIenge, directly or indirectly, (i) the authorization, execution, delivery, validity or enforceability of this Service Contract, or (ii) the interest of the City in the Facilities; (b) seeks to enjoin or restrict the use of the Facilities in the manner or for the purposes contemplated by this Service Contract; or (c) seeks damages, fmes, remediation or any other remedy in connection with the environmental condition or any other matter pertaining to the Facilities, in any such case which can reasonably be expected to materially and adversely affect the City's or the Authority's ability to comply with its obligations hereunder. (8) No Change in Law Mfecting Service Contract. No Change in Law shall have occurred after the Contract Date and before the Commencement Date that would make the authorization, execution, delivery, validity, enforceability or performance of this Service Contract a violation of Applicable Law. (B) Commencement Date Conditions for which Both Parties Have Responsibility. The City and the Authority shall each use all reasonable efforts in taking such actions as may reasonably be under their control in order to satisfy the Commencement Date Conditions set forth in items (3), (4), (5), (6), (7), and (8) of subsection (A) of this Section as soon as practicable. (C) No Payment to Either Party for Transition Period Expenses of the Other. All costs and expenses incurred by each party in performing its obligations during the Transition Period shall be for the account of such party and shall not be reimbursable by the other party except upon the occurrence of an Event of Default. However, during the Transition Period, the Authority may continue to charge the City and the City will continue to pay the 28