Contract - Guaranteed Energy Savings Proj No 124-015 - Veregy

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6 3.11 In addition to the price set forth in Article 6 of this Agreement, CUSTOMER shall pay any present and future taxes or any other governmental charges now or hereafter imposed by existing or future laws with respect to the sale, transfer, use, ownership or possession of the Work provided hereunder, excluding taxes on VEREGY’s net income. ARTICLE 4 SUBCONTRACTS 4.1 At its exclusive option, VEREGY may subcontract some or all of the Work. VEREGY, as soon as practicable after execution of the Agreement, shall furnish in writing to CUSTOMER, if requested by CUSTOMER, the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. CUSTOMER will promptly reply to VEREGY in writing stating whether or not CUSTOMER has reasonable objection to any such proposed person or entity. Failure of CUSTOMER to reply promptly shall constitute notice of no reasonable objection. Notwithstanding anything herein to the contrary. VEREGY shall require that any subcontractor entering into a subcontract of one hundred fifty thousand dollars ($150,000) or more for the performance of any part of the Project to be properly qualified under IC 4-13.6 et seq. and that the subcontractor shall complete at least fifteen percent (15%) of the work (measured in dollars of the total contract price) with its own forces and shall comply with the applicable provisions of IC 4-13.6 and IC 5-16-13 et seq. 4.2 VEREGY certifies that it will verify the state and federal suspension and debarment status for all subcontractors receiving funds under this Contract and shall immediately notify the CUSTOMER if any subcontractor becomes debarred or suspended, and shall, at the CUSTOMER’s request take all steps required to terminate its contractual relationship with the subcontractor for work to be performed under this Contract. 4.2 A Subcontractor is a person or entity who has a direct contract with VEREGY to provide work, labor and materials in connection with the Work. The term Subcontractor does NOT include any separate contractors employed by CUSTOMER or such separate contractors' subcontractors. 4.3 For the purposes of this Agreement, no contractual relationship shall exist between CUSTOMER and any Subcontractor. VEREGY shall be responsible for the management of its Subcontractors in their performance of their Work. Unless otherwise expressly agreed to, VEREGY shall not be responsible for the management or supervision or the performance of any work by any of CUSTOMER’s employees, contractors or subcontractors. 4.4 CUSTOMER shall not hire any of VEREGY’s Subcontractors without the prior written approval of VEREGY. 4.5 In accordance with CUSTOMER’S MWBE Ordinance Chapter 14.5 et. al, VEREGY agrees to meet the predetermined minority and women goals established for this contract as prescribed by CUSTOMER. VEREGY agrees to track its payments to its subcontractors through CUSTOMER’S MWBE compliance software and shall notify CUSTOMER of any change in or deviation from its expected MWBE participation. ARTICLE 5 INSTALLATION AND ACCEPTANCE 5.1 The Work to be performed under this Agreement shall be commenced and substantially completed as set forth in the Installation Schedule attached hereto as Attachment B. 5.2 If VEREGY is delayed at any time in the progress of performing its obligations under this Agreement by any act of neglect of CUSTOMER or of any employee or agent of CUSTOMER or any contractor employed by CUSTOMER; or by changes ordered or requested by CUSTOMER in the Work performed pursuant to this Agreement;, fire, unusual delay in transportation or deliveries, adverse weather conditions or other events or occurrences which could not be reasonably anticipated; or unavoidable casualties; or any other problem beyond VEREGY's reasonable control (an "Excusable Delay"), then the time for performance of the obligations affected by such Excusable Delay shall be extended by the period of any delay actually incurred as a result thereof. 5.3 VEREGY shall provide a Final Completion Certificate as designated in Attachment G for the Work provided pursuant to the Scope of Work identified in Attachment A. Upon receipt of each Final Completion Certificate, CUSTOMER