Res 2005-127 - Laserfiche WebLink

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City of San Marcos/Guadalupe-Blanco River Authority Service Contract Water Treatment Facilities Article XI - Breach. Default, Remedies and Termination Authority to the City shall include the costs of (1) making necessary repairs and replacements to the Facilities, if any, (2) completing any applicable Capital Modifications which the Authority requested if any, then under construction, (3) remediating any public health and safety problems, and (4) paying all unpaid fines and penalties payable to any Govemmental Body, in each case to the extent such actions are necessitated or costs incurred as a result of the breach of this Service Contract by the Authority. Such termination damages shall also include all reasonable costs incurred by the City in the process of procuring, negotiating and impIementing a new service contract with a replacement operator, if any, less any cost savings the City receives due to terminating the Service Contract with the Authority. (D) Limitation on Termination Damages. The maximum amount of damages payable by the Authority to the City for termination of the Service Contract upon an Event of Default by the Authority under this Section shall be the lesser of: (1) the City's actual damages, if any; or (2) the Base Service Fee applicable for the year in which the termination occurs. SECTION 11.3. EVENTS OF DEFAULT BY THE CITY. (A) Events of Default Permitting Termination. Each of the following shall constitute an Event of Default by the City upon which the Authority, by notice to the City, may terminate this Service Contract: (1) Representations and Warranties. Any representation or warranty of the City hereunder was false or inaccurate in any material respect when made, and the legality of this Service Contract or the ability of the City to carry out its obligations hereunder is thereby adversely affected; or (2) Failure to Pavor Perform. The failure, refusal or other default by the City in its duty: (1) to pay the amount required to be paid to the Authority under this Service Contract within 60 days following the due date for such payment; or (2) to perform any other material obligation under this Service Contract (unless such default is excused by an Uncontrollable Circumstance or Authority Breach). (B) Notice and Cure Opportunity. No such default described in subsections (A)(I) or (A)(2) of this Section shall constitute an Event of Default giving the Authority the right to terminate this Service Contract for cause under this subsection unless: (1) The Authority has given prior written notice to the City stating that a specified default exists which gives the Authority a right to terminate this Service Contract for cause under this Section, and describing the default in reasonable detail; and (2) The City has not initiated within a reasonable amount of time and continued with due diligence to carry out to completion all actions reasonably necessary to correct the default and prevent its recurrence; except that if the City shall have initiated within such reasonable time and continued with due diligence to carry out to completion all such actions, the default shall not constitute an Event of Default during 74