Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract indirectly, (i) the authorization, execution, delivery, validity or enforceability of this Service Contract, or (ii) the interest of the City in the Facilities; (b) seeks to enjoin or restrict the use of the Facilities in the manner or for the purposes contemplated by this Service Contract; or (c) seeks damages, fines, remediation or any other remedy in connection with the environmental condition or any other matter pertaining to the Facilities, in any such case which can reasonably be expected to materially and adversely affect the City's or the Company's ability to comply with its obligations hereunder. (8) No Change in Law Mfecting Service Contract. No Change in Law shall have occurred after the Contract Date and before the Commencement Date that would make the authorization, execution, delivery, validity, enforceability or performance of this Service Contract a violation of Applicable Law. (B) Commencement Date Conditions for which Both Parties Have Responsibility. The City and the Company shall each use all reasonable efforts in taking such actions as may reasonably be under their control in order to satisfy the Commencement Date Conditions set forth in items (3), (4), (5), (6), (7), and (8) of subsection (A) of this Section as soon as practicable. (C) No Pavment to Either Party for Transition Period Expenses of the Other. All costs and expenses incurred by each party in performing its obligations during the Transition Period shall be for the account of such party and shall not be reimbursable by the other party except upon the occurrence of an Event of Default. (D) Tasks to be Completed Within Ninety (90) Davs Following Commencement Date. Company will complete the following tasks and deliver to the City within ninety (90) days following the Commencement Date: (1) Safety and Security Plan; (2) Updated Operations and Maintenance Manual; and (3) Updated Process flow diagram. SECTION 4.4. CLOSING THE TRANSITION PERIOD. (A) Establishment of Commencement Date. The parties shall give each other prompt notice when each Commencement Date Condition has been achieved. Upon the satisfaction or waiver of all of such Commencement Date Conditions, the parties shall hold a formal closing on a date and at a location determined by the City acknowledging such satisfaction, delivering copies of all relevant documents, and certifying that the Commencement Date has occurred. The date of such closing shall be deemed to be the Commencement Date hereunder, and thereupon the Management Period shall commence. Written documents or instruments constituting or 29