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

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7 shall promptly inspect the Work performed by VEREGY identified therein and execute each such Final Completion Certificate as soon as reasonably possible, but in no event later than ten (10) days after delivery of the same by VEREGY, unless CUSTOMER provides VEREGY with a written statement identifying specific material performance deficiencies that it wishes VEREGY to correct. VEREGY will use reasonably diligent efforts to correct all such material deficiencies and will give written notice to CUSTOMER when all such items have been corrected. The Parties intend that a Final Completion Certificate will be executed for the Work as soon as all Work is installed and operating. Execution and delivery by CUSTOMER of such Final Completion Certificate with respect to the Work shall constitute "Final Completion" of such Work performed by VEREGY pursuant to the Scope of Work. ARTICLE 6 PRICE AND PAYMENT 6.1 Price 6.1.1 The price for the Work is Two Million Two Hundred Sixty Seven Thousand Eight Hundred Thirty One Dollars ($2,267,831.00), subject to the adjustments set forth in Articles 5 and 7. The price for 1st year of Ongoing Services is Four Thousand One Hundred Dollars ($4,100). The annual prices for ongoing Measurement & Verification with Guaranteed Savings Reconciliation Reporting and ongoing Services are given in Attachment C. 6.1.2 The price is based upon laws, codes and regulations in existence as of the date this Agreement is executed. Any changes in or to applicable laws, codes and regulations affecting the cost of the Work shall be the responsibility of CUSTOMER and shall entitle VEREGY to an equitable adjustment in the price and schedule. 6.1.3 The price will be modified for delays caused by CUSTOMER and for Changes in the Work, all pursuant to Article 7. 6.1.4 The license fees for all licensed software are included in the price to be paid by CUSTOMER as identified in this Article 6. 6.1.5 Removed 6.1.6 The Contract Price does not include the items of work specifically excluded in Attachment A. If CUSTOMER requests VEREGY to perform any of the work expressly excluded in said Attachment, the cost for this additional work, plus VEREGY’s overhead and profit, shall be added to the Contract Price. 6.2 Payment 6.2.1 Upon execution of this Agreement, CUSTOMER shall pay or cause to be paid to VEREGY the full price for the Work, in accordance with the Payment Schedule, Attachment C. Payment shall be made net thirty (30) days of invoice date. 6.2.2 If a progress payment is not paid by the due date, VEREGY reserves the right (without further notice) to immediately stop work until the progress payment then due is made, increased by the amount of VEREGY’s costs of shutdown, delay and startup and, in such event, VEREGY will not be liable or responsible for any damages, costs or delays whatsoever due to such work stoppage. VEREGY reserves the right (without further notice) to terminate this Agreement altogether if work is stopped for thirty (30) or more days (whether or not consecutive days) because of a failure to make progress payments, and, in such event, also reserves the right to recover payment for all work executed and losses from stoppage of the work including reasonable overhead and profit. ARTICLE 7 CHANGES IN THE PROJECT 7.1 A Change Order is a written order signed by CUSTOMER and VEREGY authorizing a change in the Work or adjustment in the price, or a change to the Installation Schedule described in Attachment B. Each Change Order shall