Res 2005-105 - Laserfiche WebLink

Home Browse Search

The City of San Marcos Facilities Service Contract (H) LiQuidated Damages. This Service Contract provides for the payment of liquidated damages in certain circumstances of nonperformance, breach and default. Each party agrees that the damaged party's actual damages in each such circumstance would be difficult or impossible to ascertain and that the liquidated damages provided for herein with respect to each such circumstance are intended to place the damaged party in the same economic position as it would have been in had the circumstance not occurred. Except for Company's indemnification requirements set forth in Section 13.3, such liquidated damages shall constitute the only remedy in such circumstances against the nonperforming, breaching or defaulting party, regardless of legal theory. (I) Causing Performance. A party shall itself perform, or shall cause to be performed, the obligations affirmatively undertaken by such party under this Service Contract, subject to any limitations specifically imposed hereby with respect to Subcontractors or otherwise. (J) Party Bearing the Cost of Performance. All obligations undertaken by each party hereto shall be performed at the cost of the party undertaking the obligation, unless the other party has explicitly agreed herein to bear all or a portion of the cost either directly or by reimbursement to the other party or through an adjustment to the Service Fee. (K) Assistance. The obligations of a party to cooperate with, to assist or to provide assistance to the other party hereunder shall be construed as an obligation to use the party's personnel resources to the extent reasonably available in the context of performing their normal duties, and not to incur material additional overtime or third party expense unless requested and reimbursed by the assisted party. (L) Interpolation. If any calculation hereunder is to be made by reference to a chart or table of values, and the reference calculation falls between two stated values, the calculation shall be made on the basis of linear interpolation. (M) Good Industry Practice. Good Industry Practice shall be utilized hereunder, among other things, to implement, and in no event displace or lessen the stringency of, the Contract Standards. In the event that, over the course of the Term of this Service Contract, Good Industry Practice evolves in a manner which in the aggregate materially and adversely affects the cost of compliance therewith by the Company, the Company shall be relieved of its obligation to comply with such evolved Good Industry Practice unless the City agrees to adjust the Service Fee on a Cost Substantiation basis to account for such additional costs. Except to the extent that the Company is relieved of its obligation to comply with such evolved Good Industry Practice, as provided above, in no event shall any evolution of Good Industry Practice, or any City election to payor not pay any such additional costs, relieve the Company of its obligations hereunder. 19