Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract termination date occurs, plus (2) the Company's reasonable cost substantiated demobilization costs, and (3) if the Company has provided financing for any Capital Modifications approved by the City pursuant to Section 10.7, the unpaid value thereof based on the financing methodology approved by the City at the time the fmancing was effectuated. (H) Uncontrollable Circumstances. In the event an Uncontrollable Circumstance causes a total constructive loss of the Facilities 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 Facilities is substantially inoperable for a period of at least six months following the occurrence of the Uncontrollable Circumstance. (C) Corporate Integrity. In the event a significant integrity issue is raised regarding the Company, and thereupon the City elects to exercise its right of convenience termination under this Section, the amounts specified in items (1) and (2) of subsection (A) of this Section shall be excluded from the termination fee payable by the City. A "significant integrity issue" shall mean the felony conviction of the Company, for an act knowingly committed by a person acting under the control and supervision of the Company, such act to have been directly related to the Company's provision of the Contract Services hereunder. (D) Payment of Amounts Owing Through the Termination Date. Upon any termination pursuant to this Section, the Company shall also be paid all amounts due for the Contract Services up to the date of termination. (E) Termination Fee Payment Contingent Upon Surrender of Possession. The City shall have no obligation to pay the applicable termination fee provided for under this Section except concurrently with the surrender of possession and control by the Company of the Facilities to the City. (F) Adequacy of Termination Payment. The Company agrees that the applicable termination fee provided in this Section shall fully and adequately compensate the Company and all Subcontractors for all foregone potential profits, and charges of any kind whatsoever (whether foreseen or unforeseen), induding initial transition and mobilization costs and demobilization, employee transition and other similar wind-down costs, attributable to the termination of the Company's right to perform this Service Contract. (G) Consideration for Convenience Termination Payment. The right of the City to terminate this Service Contract for its convenience and in its sole discretion in accordance with this Section constitutes an essential part of the overall consideration for this Service Contract, and the Company hereby waives any right it may have under Applicable Law to assert that the City owes the Company a duty of good faith dealing in the exercise of such right. 88