Res 2005-127 - Laserfiche WebLink

Home Browse Search

City of San Marcos/Guadalupe-Blanco River Authority Water Treatment Facilities Service Contract Article IV - Transition Period Authority's charges related to the ongoing operation of the Plant pursuant to the existing Service Contract. The Authority's charges under the existing Service Contract shall cease with the Commencement Date of this Service Contract. SECTION 4.4. CLOSING THE TRANSITION PERIOD. (A) Establishment of Commencement Date. The parties shall give each other prompt notice when each Commencement Date Condition has been achieved. Upon the satisfaction or waiver of all of such Commencement Date Conditions, the parties shall hold a formal closing on a date and at a location determined by the parties acknowledging such satisfaction, delivering copies of all relevant documents, and certifying that the Commencement Date has occurred. The date of such closing shall be deemed to be the Commencement Date hereunder, and thereupon the Initial Term shall commence. Written documents or instruments constituting or evidencing satisfaction of the Commencement Date Conditions shall be furnished to each party for review prior to the Commencement Date to the extent practicable. (B) Failure of Conditions. If by the date that is 90 days following the Contract Date (as such date may be extended day-for-day by any third party Legal Proceeding or Uncontrollable Circumstance, which has a material bearing upon the ability of the parties to proceed with the transactions contemplated hereby, but not later than the fIrst anniversary of the Contract Date), or such later date upon which the City and the Authority may agree, any of the Commencement Date Conditions are not satisfied, or have not been waived, either party may, by notice in writing to the other party, terminate this Service Contract, effective on the date stated in the notice. Neither party shall be liable to the other for the termination of this Service Contract pursuant to this Section (including any termination resulting from a Legal Proceeding which has the effect of invalidating this Service Contract or the City's authorization thereof) except to the extent that such party breaches its obligations under Sections 4.1 or 4.2, respectively, and each of the parties shall bear its respective costs and expenses incurred in seeking to satisfy the Commencement Date Conditions. SECTION 4.5. CITY UTILITY CONTRACTS. [(A) Current Workscope. The City Utility Contracts are those contracts to which the City is a party as of the Contract Date under which the City has agreed to perform services of various kinds for other Govemmental Bodies or commercial entities, such as asset operation and maintenance services, and water wheeling services. Commencing on the Commencement Date, the Authority shall coordinate with and provide information to the City to assist the City in complying with its obligations under the City Utility Contracts existing as of the Commencement Date; provided, however, that the Authority shall have no obligation to perform any construction services thereunder. The City shall make any payments that may be due under the City Utility Contracts and shall enforce performance by the counterparty to all of the City Utility Contracts. All payments for 29