8.2 SR 10-19-2020 - Laserfiche WebLink

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AGREEMENT 10.0 Compensation and Payment Total Obligation: The CLIENT’s total obligation to CONTRACTOR under this Agreement, including compensation for goods, services, and reimbursable expenses, shall be Two Million, Seventy Thousand, Sixty-Seven and No/100 Dollars ($2,070,067.00). Total obligation includes and is not limited to materials provided under Exhibit K. Invoices: CLIENT will pay CONTRACTOR after CONTRACTOR presents an invoice for the work completed and the CLIENT Contact accepts the invoice. Invoices must be submitted timely and according to the schedule contained in Exhibit B. Payment shall be made within 30 days following the receipt of a correct and proper invoice for the completed delivery of the product or services. If the invoice is incorrect, defective, or otherwise improper, CLIENT will notify CONTRACTOR within ten (10) Working Days of discovering the error. Conditions of Payment: All services provided by CONTRACTOR under this Agreement must be performed to CLIENT’s satisfaction, in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. CONTRACTOR will not receive payment for Work found by CLIENT to be unsatisfactory or performed in violation of federal, state, or local law. Retention: 5% retention shall be held by CLIENT on the Work. Upon receipt of CONTRACTOR’s written notice that the Work is ready for final inspection and acceptance, and upon receipt of the final pay application for a specific Facility Improvement Measure, the CLIENT will, within 10 working days, make such inspection, and when the CLIENT finds the work acceptable under the Contract Documents and the scope of work for the Facility Improvement Measure’s Final Completion, the CLIENT Contact shall approve final payment for the Finally Complete Facility Improvement Measure and release the retention associated with the Facility Improvement Measure according to the payment requirements outlined herein. 11.0 Contractor’s Energy Savings Guarantee Guarantee Term: The term of CONTRACTOR’s Guarantee shall be the Term of the Agreement and shall survive any earlier cancellation or termination of this Agreement. CONTRACTOR’s guarantee will be terminated if the Technical Services Agreement – Performance Assurance Services are cancelled by the CLIENT. Total Guaranteed Savings: CONTRACTOR guarantees that the amount to be saved in energy and operation costs over the term of this Agreement shall be at least the “Total Guaranteed Savings” as set forth in Exhibit D which Total Guaranteed Savings are sufficient to meet or exceed the total cost of the energy conservation measures. Annual Meetings: CLIENT and CONTRACTOR shall meet at least once annually for the purpose of, reviewing utility loads, changes in utility rates, operating hours and maintenance issues of equipment installed under this Agreement, for the previous Guarantee Year. At each annual meeting, CLIENT will provide CONTRACTOR with the applicable utility rates for the previous Guarantee Year. The Parties agree to hold the Annual Meeting within thirty (30) Working Days after the final month of each Guarantee Year. In the event of chronic or material equipment failure, CLIENT and CONTRACTOR will meet within a reasonable time after a request by the CLIENT to discuss a timely cure for the failure. AGREEMENT Page 8 of 15