Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract Modification (1) does not diminish the capacity of the Facilities to be operated so as to meet the Contract Standards, (2) does not impair the quality, integrity, durability and reliability of the Facilities, (3) is reasonably necessary for the Company to fulfill its obligations under the Service Contract, and (4) is feasible. The implementation of any such Capital Modification shall be subject to the City's prior written approval. The Company shall not be entitled to any adjustment in the terms of this Service Contract as a result of any such Capital Modification unless approved by the City or made a condition of approval by the City in its sole discretion. SECTION 10.3. CAPITAL MODIFICATIONS DUE TO UNCONTROLLABLE CIRCUMSTANCES. Upon the occurrence of an Uncontrollable Circumstance, the Company shall propose to the City all Capital Modifications reasonably necessary to address the Uncontrollable Circumstance and to permit the Company to perform its obligations under this Service Contract. The Company shall consult with the City concerning possible means of addressing and mitigating the effect of any Uncontrollable Circumstance, and the Company and the City shall cooperate in order to minimize any delay, lessen any additional cost and modify the Facilities so as to permit compliance with the requirements resulting from the Uncontrollable Circumstance. The design and construction costs of any such Capital Modification, and any related operation, maintenance, repair and replacement costs, shall be borne by the City. The implementation of any such Capital Modification shall be subject to the City's prior written approval. SECTION 10.4. CAPITAL MODIFICATIONS AT CITY DIRECTION, The City shall have the right to make Capital Modifications at any time and for any reason whatsoever, whether and however the exercise of such rights affects this Service Contract or the Facilities, so long as the Company's rights are protected as provided in Section 10.8. The design and construction costs of any such Capital Modification made at the City's direction under this Section, and any related operation, maintenance, repair and replacement costs, shall be borne by the City. The City shall have no obligation to direct the Company to make any Capital Modification. SECTION 10.5. AVAILABLE PROCEDURES FOR IMPLEMENTING CAPITAL MODIFICATIONS. The City may, in its sole discretion, utilize any procedure available to it or required under the Applicable Law in order to implement a Capital Modification. Implementation procedures may include, without limitation and to the extent permissible under Applicable Law, (1) contracting with third parties for the implementation of the Capital Modification on a traditional design/bid/build basis, with the City rather than the Company responsible for the design and construction of the Capital Modification, or with the Company acting as the City's agent in the design/bid/build process; (2) contracting with the Company to manage a competition for design/build services to implement the Capital Modification; and (3) contracting with the Company on a sole source basis to implement the Capital Modification 71