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

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1 ARTICLE 1 GENERAL PROVISIONS 1.1 This Agreement, including all Attachments, Exhibits, and Schedules referenced herein (hereinafter the "Agreement") dated ___December 10th, 2024___ (the "Effective Date") by and between Veregy IN, LLC doing business as “Veregy” (collectively referred to hereinafter “VEREGY”), with a principal place of business at 6406 Castleway Court, Bldg. 37 Suite 100, Indianapolis, IN 46250 and (“CUSTOMER”) with a principal place of business at 227 West Jefferson Blvd., South Bend, IN 46601. (collectively the "Parties"). 1.2 EXTENT OF AGREEMENT: This Agreement, including all attachments and exhibits hereto, represents the entire agreement between CUSTOMER and VEREGY and supersedes all prior negotiations, representations or agreements. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by: (1) a written amendment signed by both CUSTOMER and VEREGY; and (2) a Change Order. None of the provisions of this Agreement shall be modified, altered, changed or voided by any subsequent Purchase Order issued by CUSTOMER, which relates to the subject matter of this Agreement. 1.3 As used in this Agreement, the term “Work” means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by VEREGY to fulfill VEREGY’s obligations, as described in Attachment A and otherwise set forth in the Contract Documents. The Work may constitute the whole or a part of the Project. The Work specifically excludes certain design and construction, which are the subject of separate agreements between CUSTOMER and parties other than VEREGY. 1.4 The Project is the total construction of which the Work performed by VEREGY under this Agreement may be the whole or a part and which may include construction by the CUSTOMER and by separate contractors. 1.5 The Contract Documents consist of this Agreement, its attachments, exhibits, schedules, and addenda and shall include the Performance Bond and/or the Labor and Materials Payment Bond, as required by IC 4-13.6-7-6, IC 4-13.6-7-7 and IC 36-112-5. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by VEREGY. The Contract Documents are complementary, and what is required by one shall be binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them. 1.6 Installation Schedule means that schedule set out in Attachment B describing the Parties’ intentions respecting the times by which the components or aspect of the Work therein set forth shall be installed and/or ready for acceptance or beneficial use by CUSTOMER. ARTICLE 2 VEREGY'S RESPONSIBILITIES 2.1 VEREGY Services 2.1.1 VEREGY shall be responsible for construction of the Project, except as otherwise set forth in the Construction Documents. 2.1.2 VEREGY shall secure permits necessary for the Work. 2.1.3 VEREGY shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless VEREGY needs to provide such services in order to carry out VEREGY’s responsibilities for construction means, methods, techniques, sequences and procedures. 2.2 Responsibilities with Respect to the Work