Res 2005-105 - Laserfiche WebLink

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The City of San Marcos Facilities Service Contract Code; or the f1ling by the City of a petition to reorganize the City pursuant to the Bankruptcy Code; and (5) Involuntary Bankruptcy. The issuance of an order of a court of competent jurisdiction appointing a receiver, liquidator, custodian or trustee of the City or of a major part of the City's property, respectively, or the f1ling against the City of a petition to reorganize the City or pursuant to the Bankruptcy Code, which order shall not have been discharged or which filing shall not have been dismissed within 90 days after such issuance or filing, respectively. (B) Notice and Cure Opportunity. No such default described in subsections (A)(I) or (A)(2) of this Section shall constitute an Event of Default giving the Company the right to terminate this Service Contract for cause under this subsection unless: (1) The Company has given prior written notice to the City stating that a specified default exists which gives the Company a right to terminate this Service Contract for cause under this Section, and describing the default in reasonable detail; and (2) The City has not initiated within a reasonable amount of time (in any event not more than 30 days from the initial default notice) and continued with due diligence to carry out to completion all actions reasonably necessary to correct the default and prevent its recurrence. If the City initiates within a reasonable time and continues with due diligence to carry out to completion all such actions, the default shall not constitute an Event of Default during such period of time (in any event not more than 120 days from the initial default notice) as the City shall continue with due diligence to carry out to completion all such actions. SECTION 12.6. COMPANY REMEDIES UPON CITY EVENT OF DEFAULT. The right of termination provided under this Section upon an Event of Default by the City is not exclusive. If this Service Contract is terminated by the Company for an Event of Default by the City, the Company shall have the right to pursue a cause of action for actual damages and to exercise all other remedies which are available to it under this Service Contract and under Applicable Law. SECTION 12.7. CITY CONVENIENCE TERMINATION DURING THE MANAGEMENT PERIOD. (A) Termination Right and Fee. The City shall have the right at any time during the Management Period, exercisable in its sole discretion, for its convenience and without cause, to terminate this Service Contract upon 90 days' written notice to the Company. If the City exercises its right to terminate the Service Contract pursuant to this Section following the Commencement Date, the City shall pay the Company a convenience termination fee equal to the sum of: (1) $200,000 reduced by 1/120 of such amount for each month which has elapsed following the Commencement Date and including the month in which the 87