Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract The terms and conditions of any such fInancing and its impact on the Service Contract shall be negotiated by the parties, however the Company is not obligated to provide fmancing of any Capital Modification. The terms and conditions of any such financing shall include, but are not limited to, any City right to refmance any such Company fInancing and any reimbursement due the Company with respect to the unpaid principal amount of such fInancing if this Service Contract is terminated prior to the end of its scheduled Term. SECTION 10.8. COMPANY NON-IMPAIRMENT RIGHTS. (A) Company Non- Impairment. No Capital Modification, other than a Company-requested Capital ModifIcation, shall be made that materially impairs any right, materially impairs the ability to perform, imposes any material additional obligation or liability, or materially increases the costs of the Company hereunder, including operating, maintenance, repair and replacement costs related to such Capital ModifIcation. The Company shall have no right to object to any such Capital Modification, however, and such Capital Modification shall become part of the Facilities upon passing the tests for Acceptance, so long as the City affords the Company appropriate price, schedule, performance and other relief necessary to avoid any such material effect. (B) City Operating Rights. The City shall have the right, notwithstanding any other provision hereof, at its own cost and expense to operate, maintain, repair, replace and manage any Capital Modification made to the Facilities as a result of an Uncontrollable Circumstance or at the direction of the City. Any such operation, maintenance, repair, replacement and management work performed by the City shall not materially impair any right, materially impair the ability to perform, impose any material additional obligation or liability, or materially increase the costs of the Company hereunder. 74