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 such period of time (in any event not more than 30 days in the case of an overdue payment and for all other matters 120 days from the initial default notice) as the City shall continue with due diligence to carry out to completion all such actions. (C) Termination Liquidated Damages During the Initial Term. (1) If this Service Contract is terminated by the Authority for cause as a result of an Event of Default by the City, the City shall pay the Authority, as liquidated damages upon any such termination, the same amount which would be payable under subsection 11.4(A) if this Service Contract were terminated during the Initial Term, according to the month of termination, at the election of the City for convenience and without cause. SECTION 11.4. CITY CONVENIENCE TERMINATION DURING THE TERM OF THE SERVICE CONTRACT. (A) Termination Right and Fee. The City shall have the right at any time during the Term of the Service Contract, exercisable in its sole discretion, for its convenience and without cause, to terminate this Service Contract upon 180 days' written notice to the Authority. If the City exercises its right to terminate the Service Contract pursuant to this Section following the Commencement Date, the City shall pay the Authority a convenience termination fee equal to the sum of: (1) $200,000 reduced by IJl20 of such amount for each month which has elapsed following the Commencement Date and including the month in which the termination date occurs, plus (2) the Authority's reasonable substantiated demobilization costs, provided, however, that such costs shall not exceed $50,000 escalated by the Service Fee Adjustment Factor, and (3) if the Authority has provided financing for any Capital Modifications approved by the City pursuant to Section 9.7, the debt payoff or defeasance amount based on the fmancing methodology approved by the City at the time the fmancing was effectuated. If this Service Contract is renewed pursuant to Section 3.2, then the convenience termination fee payable during the Renewal Term shall be one-half of items (1) and (2) above and identical to item (3) above. (B) Uncontrollable Circumstances. In the event an Uncontrollable Circumstance causes a total constructive loss of the Plant, or in the event an Uncontrollable Circumstance causes an extraordinary increase in City costs, and thereupon the City elects to exercise its right of convenience termination under this Section, the amount specified in item (1) of subsection (A) of this Section shall be excluded from the termination fee payable by the City. A "total constructive loss" for this purpose shall be deemed to have occurred: (1) if so determined by the casualty insurance carrier; or (2) if the Plant is substantially inoperable for a period of at least six months following the occurrence of the Uncontrollable Circumstance. "An extraordinary increase" in City costs shall be deemed to have occurred for this purpose if costs proposed to be paid to the Authority resulting from the Uncontrollable Circumstance would cause an increase of more than 10% from the prior Contract Year or an increase of more than 40% in the aggregate of the total Service Fee payable under this Service Contract (excluding the 75