8.2 SR 10-19-2020 - Laserfiche WebLink

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AGREEMENT Guarantee Reconciliation: While within the guarantee term, CONTRACTOR shall perform a guarantee reconciliation at the end of each Guarantee Year and submit a guarantee reconciliation report with updated Exhibits D to the CLIENT Contact within forty-five (45) Working Days of each Guarantee Year anniversary, and at the Guarantee Term End Date. CONTRACTOR shall calculate the Total Actual Savings as set forth in Exhibit D for the immediately previous Guarantee Year. In the event that the Total Actual Savings realized by CLIENT are less than the Guaranteed Savings, CONTRACTOR shall remit an amount equal to such deficiency to CLIENT within forty-five (45) Working Days of the guarantee reconciliation submittal. Survival: This Section 11.0 survives the termination of the Agreement and terminates only upon presentation of the final Annual Report of the Technical Services Agreement by CONTRACTOR and final payment of any savings deficiencies if required. CONTRACTOR’s guarantee will be terminated if the Technical Services Agreement is cancelled by the CLIENT. 12.0 Client Responsibilities CLIENT agrees to perform the following tasks in addition to those set out in Exhibit G of this Agreement: Daily Operations: After acceptance by CLIENT of the Work performed by CONTRACTOR, CLIENT shall be responsible for all routine maintenance as set out in the original equipment manufacturer’s documentation provided by CONTRACTOR to the CLIENT. Exhibit D contains a set of operating parameters that need to be maintained to obtain the Utility Cost Savings and the Operation and Maintenance Cost Savings outlined in Exhibit D. Automatic Functions: To protect public health and safety, or CLIENT property, CLIENT may manually override any automatic function provided by CONTRACTOR’s equipment furnished hereunder or make changes in operating procedures specified. In that event, the Parties shall make the necessary changes to the established baseline. CLIENT shall grant CONTRACTOR reasonable access to the Facility to perform CONTRACTOR’s Verification Responsibilities. Energy Management System: CLIENT shall provide standard energy management system reports to CONTRACTOR for Guarantee Reconciliation when requested by CONTRACTOR. 13.0 Insurance CONTRACTOR shall maintain in full force and effect, at its expense, property, casualty, worker’s compensation and liability insurance as specifically described in Exhibit I. The insurance is for the benefit of the Facility. In the event of loss or damage to the property under this Agreement, loss payment will be made in favor of the Facility. Insurance will not be maintained after achievement of Final Completion for all Facility Improvement Measures. 14.0 Indemnification CONTRACTOR shall defend, indemnify and save and hold harmless CLIENT, its elected officials, appointed officials, agents and employees, from and against any and all claims, demands, or causes of action, and AGREEMENT Page 9 of 15