Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract (4) Representations. The representations of the City set forth in Section 2.1 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 City shall deliver to the Company a certificate of an authorized officer to that effect. SECTION 4.3. COMMENCEMENT DATE CONDITIONS. (A) Commencement Date Conditions Defined. The obligations of the Company and the City to proceed with their respective obligations hereunder during the Operation Period shall not commence until all of the following conditions (the "Commencement Date Conditions") are satisfied or waived by both parties: (1) Company Transition Period Responsibilities. The Company shall have fulfilled all of its responsibilities with respect to the Transition Period under Section 4.1. (2) City Transition Period Responsibilities. The City shall have fulfilled all of its responsibilities with respect to the Transition Period under Section 4.2. (3) Governmental Approvals. All Governmental Approvals required for the commencement of the Contract Services shall have been issued or obtained and shall be in full force and effect. (4) Service Contract Approvals. All required Service Contract Approvals, if any, shall have been issued or obtained and shall be in full force and effect. (5) Inventory and Assessment. An inventory of all City Facilities Property shall have been conducted as required by Section 9.2, and the parties shall have agreed on such inventory and condition assessment for purposes of such Section. (6) Acceptability and Effectiveness of Documents. All of the documents and instruments identified in this Section shall be in form and substance reasonably satisfactory to both parties, and shall be valid, in full force and effect and enforceable against each party thereto on the Commencement Date. It is understood that any such document, instrument or agreement, the form of which is set forth in a Transaction Form, that is executed and delivered in substantially such form, is and shall be deemed to be in form and substance satisfactory to the parties. No such document, instrument or agreement shall be subject to the satisfaction of any outstanding condition precedent except those expressly to be satisfied after the Commencement Date. No party to any such document, instrument or agreement shall have repudiated or be in default or imminent default thereunder, and each party shall have received such certificates or other evidence reasonably satisfactory to it of such facts as such party shall have reasonably requested. (7) Legal Proceedings. There shall be no Legal Proceeding pending before or by any Governmental Body which: (a) challenges, or might challenge, directly or 28