Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract most recently completed fiscal year and quarterly period. Since the Contract Date, there shall not have occurred any change, financial or otherwise, in the condition of the Company that would materially and adversely affect the ability of the Company to perform its respective obligations under this Service Contract. (9) Documents Evidencing Required Activities. The Company shall have provided to the City copies of all filings and reports conducted, prepared or obtained with respect to or evidencing the Company's activities pursuant to this Section. (10) Representations. The representations of the Company set forth III Section 2.2 shall be true and correct in all material respects as of the Commencement Date as if made on and as of the Commencement Date, and the Company shall deliver to the City a certificate of an authorized officer of each to that effect. (B) Access to Facilities During Transition Period. The execution of this Service Contract shall be deemed to constitute the granting to the Company of a right of access to the Facilities for Company purposes. The Company shall assume all risks associated with such activities. (C) Notice of Default. The Company shall provide to the City, promptly following the receipt thereof, copies of any notice of default, breach or non-compliance received under or in connection with any Govemmental Approval or Subcontract pertaining to the Transition Period. SECTION 4.2. CITY TRANSITION PERIOD RESPONSIBILITIES. The City shall use good faith efforts to satisfy the following City responsibilities as soon as practicable after the Contract Date, each of which shall be a condition precedent to the occurrence of the Commencement Date. (1) Govemmental Approvals. The City shall cooperate with the Company in the submittal of all applications for the Governmental Approvals, if any, which the Company is obligated to submit pursuant to subsection 4. 1 (A)(3). The City shall take all other steps which are necessary under Applicable Law to obtain all Governmental Approvals required to be obtained by the City before the Commencement Date for the performance of the Contract Services (2) Service Contract Approvals. The City shall make all submittals and take all other action which is reasonably necessary under Applicable Law in order to apply for any required Service Contract Approval. (3) Transfer of Management Responsibilities. The City shall transfer management responsibility for the Facilities to the Company, as necessary, as of the Commencement Date, and shall provide for an orderly transfer of responsibility to the Company. 27