Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract this Service Contract. The City shall not be deemed to be in breach or default hereunder as a result of any delay or failure in the issuance or approval of any such Governmental Approval. SECTION 15.10. ASSIGNMENT. (A) By the Company. The Company shall not assign, transfer, convey, lease, encumber or otherwise dispose of this Service Contract, its right to execute the same, or its right, title or interest in all or any part of this Service Contract, whether legally or equitably, by power of attomey or otherwise, without the prior written consent of the City. Any such approval given in one instance shall not relieve the Company of its obligation to obtain the prior written approval of the City to any further assignment. Any assignment of this Service Contract which is approved by the City shall require the assignee of the Company to assume the performance of and observe all obligations, representations and warranties of the Company under this Service Contract, which shall remain in full force and effect during the Term hereof. (B) Hy the City. The City may not assign its rights or obligations under this Service Contract without the prior written consent of the Company. The City may, however, assign its rights and obligations under this Service Contract, without the consent of the Company, to another Govemmental Body if such assignee assumes, and is legally capable of discharging, the duties and obligations of the City hereunder. SECTION 15.11. LIMITED RECOURSE TO CITY. No recourse shall be had to the general fund or general credit of the City for any obligation of the City which may arise hereunder, or for any Loss-and-Expense of any nature arising from the performance or non- performance of the City's obligations hereunder. The sole recourse of the Company for all such amounts shall be to the funds held in the City's water jwastewater enterprise fund. All amounts held in the water jwastewater enterprise fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the Company. SECTION 15.12. FURTHER AGREEMENTS. The parties may agree that the Company shall perform services in addition to those constituting the Contract Services as of the Contract Date. The scope of such additional services, and the Company's additional compensation therefor, shall be negotiated by the parties and their agreement with respect thereto shall be reflected in a Contract Administration Memorandum or amendment to this Service Contract, as appropriate, and shall thereupon become part of the Contract Services. Any such agreement shall be authorized by appropriate action of the Company and the City as required by Applicable Law. SECTION 15.13. COMPLIANCE WITH MATERIAL AGREEMENTS. The Company shall comply with its obligations under agreements of the Company which are material to the performance of its obligations under this Service Contract. The City shall comply with its obligations under agreements of the City which are material to the performance of its obligations hereunder. 105