8.2 SR 10-19-2020 - Laserfiche WebLink

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AGREEMENT This Guaranteed Energy Savings Agreement (“Agreement”), is made by and between the City of Elk River, hereafter referred to as CLIENT with an office at 13065 Orono Parkway, Elk River, MN 55330, and Apex Facility Solutions, SBC, a Minnesota Special Benefit Corporation, with its principal place of business at 403 Jackson Street, Suite 308, Anoka, MN 55303 hereafter referred to as CONTRACTOR. CLIENT and CONTRACTOR may be referred to as “Party” or collectively as “Parties.” 1.0 Recitals WHEREAS, the CLIENT is authorized under Minnesota Statutes Section 471.345 subd.13, (the Statute”) to enter into guaranteed energy savings agreements with a qualified provider not exceeding twenty years for the purpose of implementing comprehensive utility cost-savings measures to improve the energy efficiency of a municipal facility provided the cost of implementing the measures will not exceed the amount to be saved in utility operation and maintenance costs over a twenty year period and the qualified provider provides a written guarantee that the energy or operating cost savings will meet or exceed the cost of the system; and WHEREAS, CLIENT signed the Detailed Engineering Study Agreement on 8/11/2020 for CONTRACTOR to provide a Detailed Engineering Study / Technical Energy Audit at the CLIENT’s Premises; and WHEREAS, CONTRACTOR represents that it is qualified, willing and able to responsibly act as guarantor for energy, operational and maintenance cost savings (the “Savings”), and to provide or to arrange for long term debt financing as hereafter set forth; WHEREAS, CLIENT has reviewed the Project Costs and Savings and believes it to be reasonable and accurate; WHEREAS, CLIENT is authorized under the Statute to make payments required by the debt service obligation from the Savings obtained from the installation of the utility cost savings measures described herein; and WHEREAS, CLIENT has published notice of, and held a meeting in which it proposed to award the contract, the names of the Parties to the proposed contract, and the contract's purpose. NOW, THEREFORE, in consideration of the mutual benefits and obligations set forth herein, the Parties hereto agree as follows: 2.0 Definitions The terms defined in this section shall, for all purposes of this Agreement, have the meaning herein specified. “Acts of God” An Act of God is an unusual, extraordinary and sudden manifestation of an event that could not under normal circumstances have been anticipated or expected. Ordinary weather conditions of normal intensity for the locality shall not be considered as an Act of God “Change” shall mean substitutions, additions, or deletions within the scope of the Agreement as expressly approved in writing by CLIENT. “Client’s Premises” shall mean any location where Work is occurring as defined by Exhibit A of this Agreement. “Client’s Property” shall mean any material, equipment, machinery, or other items, owned or controlled by the Client that are not Owned by the Contractor. AGREEMENT Page 3 of 15