Authorizing and Approving the Execution Traffice Signals - LED

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and to JCI, ATTN: General Counsel -Controls, 507 East Michigan Street, Milwaukee, Wisconsin, 53202, and to South Bend at the address listed on page 1 of this Performance Contract with copies to (i} its City Clerk at the address listed on page 1 of this Performance Contract; (ii) the City Attorney, City of South Bend Department of Law, 227 West Jefferson, 1400 County-City Building, South Bend, Indiana 46601; and (iii) the City of South Bend Board of Public Works, 227 West Jefferson, 1300 County-City Building, South Bend, Indiana 46601. 17. ADDITIONAL TERMS. A. Any failure of JCI to require strict performance by South Bend, or any waiver by JCI of any requirement under this Agreement, does not consent to or waive any subsequent failure or breach by South Bend. B. If any provision of this Agreement is invalid under any applicable law, that provision shall not apply, but the remaining provisions shall apply as written. ' C. The captions and titles in this Agreement are for convenience only and shall not affect the interpretation or meaning of this Agreement. D. This Agreement is the full Agreement between JCI and South Bend as of the date it is signed. AA previous conversations, correspondence, agreements, or representations related to this Agreement (including any Project Development Agreement) are not part of the Agreement between JCI and South Bend and are superceded by this Agreement. E. This Agreement shall be construed in accordance with the laws of the state of Indiana. F. In accordance with I.C. 36-1-12.5-5(d)(4), payments by South Bend are subject to annual appropriation by its fiscal .body and do not constitute an indebtedness of the City of South Bend within the meaning of a constitutional or statutory debt limitation. G. In accordance with I.C. 36-1-12.5-5(e), this Agreement is subject to I.C. 5-16-7, as amended from time-to-time, which governs the wage scale of contractors' and subcontractors' employees. H. The undersigned persons executing and delivering this Agreement on behalf of the respective parties represent and certify that they are empowered by proper resolution of the Board of Director or governing body to execute and deliver this Agreement and that all necessary corporate action has been taken and done. NOTICE JCI MAKES NO WARRANTIES AS TO THE EQUIPMENT EXCEPT AS SET FORTH ABOVE. Dated June 25, 2007 SOUTH BEND: Timothy A. Rouse, Council President South Bend Common Council JOHNSON CONTROLS, INC. David M. Peters, Regional Solutions Manager Johnson Controls, Inc. Dr. David Varner, Chairperson Public Works and Property Vacation Committee South Bend Common Council ATTEST: John Voorde, City Clerk Page 5 of 20 Performance Contract (Rev 14) SB LED Contract_15June 2007_FINAL(ver7)