Authorizing and Approving the Execution Traffice Signals - LED

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Schedule 2 ASSURED PERFORMANCE GUARANTEE SCHEDULE 1. DEFINITIONS. The following terms are defined for purposes of this Schedule as follows: Annual Guaranteed Project Benefits are the portion of the Total Guaranteed Project Benefits to be achieved in any one year of the Guarantee Term, calculated and adjusted as set forth in this Schedule. Annual Project Benefits are the Project Benefits achieved for any one year of this Agreement. Baseline is the mutually agreed upon calculated figures and/or usage amounts that reflect existing conditions and assumptions as set forth in Schedule 2, Exhibit 6. Billable Usage Increases are the incremental increases in billable usage that occur as a result of guaranteed meter efficiency improvements as calculated in (Schedule 2, Exhibit 6) pursuant to billing information. as provided by South Bend. Equipment is the product(s) installed by JCI, its subcontractors and/or its agents as outlined in Schedule 1 (Scope of Work). Guarantee Term is the term of this Assured Performance Guarantee. As outlined in paragraph 2 of this Agreement, the Guarantee Term shall coincide with the term of Services and shall be 120 months from the Substantial Completion Date, unless terminated earlier. Installation Period means the period between the Commencement Date and the first day of the month following the Substantial Completion Date. For purposes of the annual reconciliation, Project Benefits achieved during the Installation Period shall be considered Project Benefits achieved during the first year of the Guarantee Term. Measured Project Benefits are achieved and calculated as set forth in paragraph 3, Reconciliation, of this Schedule. Non-Measured Project Benefits are the Project Benefits that have been agreed by the parties will be deemed achieved on the Substantial Completion Date and are set forth in Exhibit 2 of this Schedule. JCI and South Bend agree that Non-Measured Project Benefits may include, but are not limited to, future capital or operational costs avoided as a result of this Agreement. South Bend agrees and acknowledges that JCI shall not be responsible for the achievement of such Project Benefits, as the actual realization of those Project Benefits is not within JCI's control. South Bend acknowledges that it has evaluated sufficient information to believe that the Non-Measured Project Benefits will occur. As a result, Non-Measured Project Benefits shall not be measured or monitored at any time during the Guarantee Term, but rather shall be deemed achieved on the Substantial Completion Date. Project Benefits are the Measured savings, cost avoidance &/or Billable Usage increases that occur in the Guarantee Term plus the Non-Measured savings, cost avoidance &/or Billable Usage increases achieved for that year as set forth in paragraph 3, Reconciliation, of this Schedule. Project Benefits Shortfall is the amount by which the Annual Guaranteed Project Benefits exceeds the Annual Project Benefits in any one-year of the Guarantee Term. Project Benefits Surplus is the amount by which the Annual Project Benefits that exceed the Annual Guaranteed Project Benefits in any one-year of the Guarantee Term. Service is the scope of work provided by JCI, its subcontractors and/or its agents as outlined in Schedule 3 (Service Schedule). Total Guaranteed Project Benefits are the Total Guaranteed Project Benefits to be achieved during the entire Guarantee Term, calculated and adjusted as set forth in this Schedule. Total Project Benefits are the Project Benefits achieved during the entire term of this Agreement. Z. GUARANTEE. Subject to the terms and conditions of this Agreement, JCI guarantees that South Bend will achieve $1,927,309 of Total Guarantee Project Benefits during the Term of the Agreement. Page 8 of 20 Aerformance Contract (Rev 14) SB LED Contract_15June 2007_FINAL(ver7)