Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract to any compensation for services provided subsequent to receiving any notice of termination for an Event of Default under this Section, except as agreed to by the parties under Section 12.8{C). SECTION 12.4. Limitation on Termination Damages. The maximum amount of damages payable by the Company to the City for termination of the Service Contract upon an Event of Default by the Company under this Section shall be $10,000,000 as adjusted annually by the Service Fee Adjustment Factor. This subsection shall not limit any other obligation of the Company hereunder. No loss, damage or amount of any kind shall be applied against this limitation amount other than damages payable by the Company to the City for termination of this Service Contract upon an Event of Default by the Company, including the following: (1) any economic, construction or operating losses sustained by the Company, or any other party in connection with this Service Contract, or any other agreement relating to the Facilities; (2) any claims, losses and liabilities to third parties in any Legal Proceeding; (3) any fines, penalties or other amounts paid to any Governmental Body; (4) any indemnity payments made to the City hereunder; and (5) any non-performance damages paid to the City prior to the date of termination. SECTION 12.5. EVENTS OF DEFAULT BY THE CITY. (A) Events of Default Permitting Termination. Each of the following shall constitute an Event of Default by the City upon which the Company, by notice to the City, may terminate this Service Contract: (1) Representations and Warranties. Any representation or warranty of the City hereunder was false or inaccurate in any material respect when made, and the legality of this Service Contract or the ability of the City to carry out its obligations hereunder is thereby adversely affected; or (2) Failure to Pavor Perform. The failure, refusal or other default by the City in its duty: (1) to pay the amount required to be paid to the Company under this Service Contract within 60 days following the due date for such payment; or (2) to perform any other material obligation under this Service Contract (unless such default is excused by an Uncontrollable Circumstance or Company Breach). (3) Insolvency. The insolvency of the City as determined under the Bankruptcy Code; (4) Voluntary Bankruptcy. The fIling by the City of a petition of voluntary bankruptcy under the Bankruptcy Code; the consenting of the City to the filing of any bankruptcy or reorganization petition against the Company under the Bankruptcy 86