Authorizing and Approving the Execution Traffice Signals - LED

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2. TERM.. The Term of this Agreement shall begin on the Commencement Date, which shall be July 7, 2007 or, if no date is included, the date of this Agreement. If the Work is divided into phases or individual projects for which individual prices have been negotiated, then separate Commencement Dates shall apply to each phase or individual project. The Work shall be completed by the Substantial Completion Date, which shall be the earlier of: (a) the date on which South Bend executes a Certificate of Substantial Completion; or (b) 270 days after the Commencement Date, subject to adjustments as set forth in Paragraph 3 below. If the Work is divided into phases or individual projects for which individual prices have been negotiated, then separate Substantial Completion Dates shall apply to each phase or individual project. Substantial Completion means that JCI has provided sufficient materials and services to permit South Bend to operate the Equipment or achieve the intended Project Benefits. The Services shall commence on the Substantial Completion Date and shall continue for 120 months. The term of the Assured Performance Guarantee (see Schedule 2) shall coincide with the term of the Services Schedule (see Schedule 3). If for any reason, South Bend cancels or breaches this Agreement, including but not limited to the Service Schedule, the Assured Performance Guarantee shall automatically terminate. The Payment Term shall be defined in Price and Payment Term Schedule (Schedule 4). 3. DELAYS. If JCI is delayed in the commencement or completion of the Work and/or Services by causes beyond its control and without its fault or negligence, including but not limited to inability to access property, fire, flood, labor disputes, unusual delays in deliveries, abnormal adverse weather conditions, acts of God, acts of war and acts of terrorism or by failure by South Bend to perform its obligations under the Performance Contract and Schedules or failure by South Bend to cooperate with JCI in the timely completion of the Work, then JCI shall provide written notice to South Bend of the existence, extent of, and reason for such delays. An equitable adjustment in Substantial Compietion Date, Payment Terms and Assured Performance Guarantee shall be made as a result. ACCESS. South Bend is responsible to provide JCI, its subcontractors and/or its agents reasonable and safe access to all facilities and properties that-are in South Bend's control which are subject to the Work and Services contained in this Agreement. South Bend further agrees to assist JCI, its subcontractors and/or its agents to gain access to facilities and properties that are not controlled by South Bend which are subject to the Work and Services contained in this Agreement. An equitable adjustment in Substantial Completion Date, Payment Terms and Assured Performance Guarantee shall be made as a result of any failure to grant such access. 4. CERTIFICATE OF SUBSTANTIAL COMPLETION. The Certificate of Substantial Completion to be executed by South Bend shall include: a. an acknowledgement by South Bend of the buildings or Improvement Measures substantially completed and the Substantial Completion Date for each building or Improvement Measure; b. an acknowledgment by South Bend of receipt of manuals and training provided by JCI under the Agreement; c. an acknowledgement by South Bend of the warranty start date and warranty period; d. a punchlist of items remaining to be completed by JCI and, e. an acknowledgement by South Bend that (i) changes of frre or alarm control points may significantly alter a life safety system, and contribute to a dangerous or life-threatening situation. (ii) changes to fire or alarm points may also require approval of local fire authority; changes to other control points may be linked to the life safety system and affect it; and after each such change, the life safety system should be exercised to see that its integrity has not been violated and it functions properly, as was intended. (iii) JCI does not warrant against system malfunction caused by improper use, misuse or wrong entry of data by South Bend, and JCI shall not be liable for situations or damages that are the direct result of user-generated databases. 5. TAXES, PERMITS, AND FEES. JCI shall be responsible for obtaining all permits and related permit fees associated with the Work and Services. JCI shall pay sales, consumer, use, and other similar taxes and shall secure and pay for Page 2 of 20 Performance Contract (Rev 14) S8 LED Contract_15June 2007_FINAL(ver7)