Common use of Counties Under Texas Local Gov’t Code § 262 Clause in Contracts

Counties Under Texas Local Gov’t Code § 262. 001 et seq. The provisions of this Section 6.4(c) shall apply only if the Customer is a county generally governed by Texas Local Gov’t Code § 262.001 et seq. In the event of Termination for Customer Convenience pursuant to Section 6.2 above, or termination for Customer Default pursuant to Section 5.2 above, Customer shall, consistent with applicable law, pay Provider a “Termination Charge” to compensate Provider for the direct damages Provider suffered as a result of Customer’s Termination for Customer Convenience or as a result of Customer’s Default, as applicable. To the extent permitted by law, the Termination Charge shall equal the sum of the following: (a) all unpaid amounts for Services actually provided prior to the termination date; (b) any portion of the NRC for the terminated Service(s) that has not yet been paid to Provider; (c) with respect to off-net Services only, any documented cancellation or termination charges or fees imposed on Provider by any third party in connection with the early termination of the Services (provided, that Provider shall use good faith, commercially reasonable efforts to mitigate such third party cancellation charges); (d) one hundred percent (100%) of all remaining MRC Customer was to pay Provider for the Service during the first (1st) year of the Service Term; (e) seventy-five percent (75%) of all remaining MRC Customer was to pay Provider for the Service during the second (2nd) year of the Service Term; (f) fifty percent (50%) of all remaining MRC Customer was to pay Provider for the Service during the third (3rd) year of the Service Term; (g) twenty- five percent (25%) of all remaining MRC Customer was to pay provider for the Service during the fourth (4th) and later years of the Service Term (if applicable); and (h) if and to the extent not already recovered by Provider pursuant to items (a) through (g) above, any additional amounts necessary in order for Provider to recoup its actual, documented out-of-pocket costs incurred in extending its communications network to reach the Service Sites at issue and install the Services at issue, calculated on a time and materials basis plus a 15% administrative mark-up. Notwithstanding anything to the contrary provided in the immediately preceding sentence, in no event shall the amount of the Termination Charge, when added to the total amount of Fees already paid by Customer to Provider for the Services at issue prior to the early termination, exceed the total amount Customer would have paid for the Services pursuant to the Service Order had the Services not been terminated early. If incurred, the Termination Charge will be due and payable by Customer within forty-five (45) days after the termination date of the Service(s) at issue. Customer acknowledges and agrees that the calculation of the Termination Charge represents a genuine estimate of Provider’s actual direct damages, is not a penalty or windfall and does not consist of consequential or exemplary damages prohibited by Texas Local Gov’t Code § 262.007(c). If this Subsection 6.4(c) is found to be unlawful, invalid and/or unenforceable, then Provider shall be entitled to such damages as are authorized by law.