Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract on a design/build basis. While it is the intention of the City to have the Company operate, maintain, repair, replace and manage Capital Modifications on an integrated basis with the Facilities, the City is not obligated to do so and may contract for such services with a third party, so long as any such third party contract does not impair the Company's rights under Section 10.8. Company shall not be liable for actions of those third parties engaged by the City, nor shall Company be liable for any damages, penalties or fines related to those services provided by third parties engaged by the City. The City may determine to proceed with an implementation procedure for Capital Modification at any time, whether before or after entering into negotiations with the Company under the optional implementation procedure specified under Section 10.6. No alternative implementation procedure for Capital Modifications shall impair the Company's rights under Section 10.8. SECTION 10.6. OPTIONAL PROCEDURE FOR IMPLEMENTING CAPITAL MODIFICATIONS. (A) Preliminary Company Plan and City Review. At the request of the City and upon the consent of the Company, the Company shall prepare and deliver to the City, at the Company's cost and expense, a preliminary plan for the implementation of the Capital Modification. The preliminary plan shall include recommendations as to technology, design, construction, equipment, materials, and operating and performance impacts. Preliminary schedule and capital and operating cost estimates shall be included, together with an assessment of possible alternatives. The preliminary plan shall specifically evaluate reasonable altematives to the mix of Capital Modifications and changed operating and management practices which the Company is recommending. The City shall review the Company's preliminary plan and recommendations, and undertake discussions with the Company in order to reach agreement on a basic approach to the Capital Modification. (B) Formal Companv Implementation Proposal. Following agreement on a basic approach to the Capital Modification, at the request of the City and upon the consent of the Company, the Company shall submit a formal implementation proposal to the City, at the Company's cost and expense, for the City's consideration. The implementation proposal shall contain (1) a Company services element, to be implemented through an amendment to this Service Contract, and (2) a third party construction services element, to be implemented through third party contracting. The Company services element shall contain (a) the Company's offer to perform design, construction management and acceptance testing services with respect to the Capital Modification for a fixed price, and shall include a guarantee of the performance of the Capital Modification through an acceptance test and either a good faith estimate of total construction costs or a guaranteed maximum construction price, if so requested by the City and agreed to by the Company, and (b) the Company's offer to operate, maintain, repair, replace and manage the Capital Modification following construction and acceptance for a fixed fee or a fixed and variable fee to be added to the Service Fee, and shall 72