Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract resubmitted, with or without change, and this paragraph shall apply to such resubmitted request as it applies to an original request. Any Service Fee adjustment request which is not rejected or deemed rejected shall take effect as of the next monthly billing period thereafter, or as otherwise agreed to by the parties. SECTION 11.9. ANNUAL SETTLEMENT. Within 60 days after the end of each Contract Year, the Company shall provide to the City an annual settlement statement (the "Annual Settlement Statement") setting forth the actual aggregate Service Fee payable with respect to such Contract Year and a reconciliation of such amount with the amounts actually paid by the City with respect to such Contract Year. The City or the Company, as appropriate, shall pay all known and undisputed amounts within 30 days after receipt or delivery of the Annual Settlement Statement. If any amount is then in dispute or is for other reasons not defmitely known at the time the Annual Settlement Statement is due, the Annual Settlement Statement shall identify the subject matter and reasons for such dispute or uncertainty and, in cases of uncertainty, shall include a good faith estimate by the Company of the amount in question. When the dispute is resolved or the amount otherwise finally determined, the Company shall me with the City an amended Annual Settlement Statement which shall, in all other respects, be subject to this Section. SECTION 11.10. BILLING STATEMENT DISPUTES. If the City disputes any amount billed by the Company, the City may either (1) pay the disputed amount when otherwise due, and provide the Company with a written objection indicating the amount that is being disputed and providing all reasons then known to the City for its objection to or disagreement with such amount, or (2) withhold payment of the disputed amount and provide the Company with written objection as aforesaid within the time when such amount would otherwise have been payable. When any billing dispute is finally resolved, if payment by the City to the Company of amounts withheld or reimbursement to the City by the Company of amounts paid under protest is required, such payment or reimbursement shall be made within 45 days of the date of resolution, with interest at the Overdue Rate calculated from the original due date. SECTION 11.11. COMPLIANCE WITH INTERNAL REVENUE SERVICE REV. PROC. 97-13. It is the intent of the City and the Company that the Service Contract shall be construed and applied so as to constitute a management contract that does not result in private business use of property financed by the City within the meaning and intent of IRS Revenue Procedure 97-13. Accordingly, any provision in the Service Contract to the contrary notwithstanding, the City and the Company will agree that the City shall be under no obligation to, and shall not, pay compensation for services to the Company for any Contract Year, if such payment, or any portion thereof, would result in less than 80% of the Company's compensation for services for such Contract Year being based on a periodic fixed fee or would 81