Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract any hourly Company employee employed full time at the Facilities. The City or its designated successor operator shall extend any such job offer within 30 days of the expiration or termination of this Service Contract. The Company shall assist and cooperate with any such employee transition. (C) Continuity of Service and Technical Support. Upon the termination of the Company's right to perform this Service Contract under Section 12.2 or 12.7 or upon the expiration of this Service Contract under Section 3.1, the Company, at the request and direction of the City, shall provide for an effective continuity of service and the smooth and orderly transition of management back to the City or any replacement operator designated by the City. Such services shall be for a period of up to 180 days and shall include providing technological advice and support and delivering any plans, drawings, renderings, blueprints, operating manuals, computer programs, or other information useful or necessary for the City or any replacement operator designated by the City to perform the Contract Services. Company's Proprietary Information is specifically exduded from this Section. In the event the City requests ongoing utilization of the Company's resources in connection with such services, such as the on-site presence of Company employees, the Company may require, as a condition of providing the services, that the City agree to reimburse the Company for the cost of the services. (D) Company Payment of Costs. Upon the termination or expiration of this Service Contract, the Company shall be obligated to pay the costs and expenses of undertaking its obligations under subsection 12.8(A}. If the Company fails to comply with any obligation under this Section, the City may perform such obligation and the Company shall pay on demand all reasonable costs thereof subject to Cost Substantiation. SECTION 12.9. SURVIVAL OF CERTAIN PROVISIONS UPON TERMINATION. All representations and warranties of the parties hereto contained in Article II hereof and the rights and obligations of the parties hereto pursuant to Sections 1.2(H), 9.l(E), 12.1, 12.3, 12.4, 12.6, 12.7, 12.8, 13.2, 13.3, 15.4 and 15.8(D) hereof shall survive the termination of this Service Contract. No termination of this Service Contract shall (1) limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination, or (2) preclude either party from impleading the other party in any Legal Proceeding originated by a third party as to any matter occurring during the Term of this Service Contract. SECTION 12.10. NO WAIVERS. No action of the City or the Company pursuant to this Service Contract (including any investigation or payment), and no failure to act, shall constitute a waiver by either party of the other party's compliance with any term or provision of this Service Contract. No course of dealing or delay by the City or the Company in exercising any right, power or remedy under this Service Contract shall operate as a waiver 91