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<br />Energy Services Agreement 5 04/21/2026
<br />shall immediately notify the City in writing of the unavailability and shall only be excused from
<br />furnishing said materials with the City’s written consent.
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<br />12. COMPLETION. The Work shall be considered completed upon written approval by the City,
<br />provided that the City’s approval shall not be unreasonably withheld. The nature of the Work
<br />consists of multiple projects and/or sites, as eventually to be populated as Exhibit B. Once work on
<br />a project or a site is deemed by the ESCO to be substantially complete (that is available for
<br />beneficial use by the City with the scope of work for that site or project functioning as required)
<br />and concurrence is provided by the City, except for minor items (a punch list), ESCO will provide a
<br />written Notice of Substantial Completion for that site or project to the City. Final Completion, as
<br />previously noted, will occur once the entire scope of work is complete for all sites and projects.
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<br />13. CORRECTION OF ERRORS. ESCO shall perform, at its own cost, without reimbursement from
<br />the City, any work necessary to correct errors or omissions caused by ESCO’s failure to comply
<br />with the standard of care required herein.
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<br />14. WARRANTY. ESCO warrants that the equipment and systems provided under this Agreement
<br />shall be free from defects in material and workmanship arising from normal usage for a period of
<br />one year from the date of beneficial uses. Within the warranty period, if City provides written notice
<br />to ESCO of any such defects within 30 days after the appearance or discovery of such defect,
<br />ESCO shall, at its option, repair or replace the defective equipment and return said equipment to
<br />City. These warranties do not extend to any equipment which has been repaired by others,
<br />abused, altered, or misused, or which has not been properly and reasonably maintained. All
<br />transferable manufacturer warranties associated with the equipment will be transferred to the City.
<br />These warranties are in lieu of all other warranties, expressed or implied, including but not limited
<br />to those of merchantability and fitness for a specific purpose
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<br />15. LIABILITY. Neither party shall be liable to the other for any special, indirect, or consequential
<br />damages arising in any manner from the equipment, material, or systems furnished or the work
<br />performed pursuant to this Agreement.
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<br />16. REBATES, UTILITY INCENTIVES. Unless otherwise stated in the Agreement, or cash flow
<br />analysis, any and all rebates, incentives that are earned through the course of this project from
<br />public or private utilities, municipalities, development City’s or state funding, with the exception of
<br />lighting rebates, are 100% the property of the City or their designee. Lighting rebates are 100%
<br />the property of ESCO and are used to reduce the project cost to the City. The paperwork,
<br />inspections and verification required to collect these monies (except for lighting rebates) are the
<br />sole responsibility of the City.
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<br />17. DELAYS. ESCO shall not be liable for any delay in the performance of the Work resulting from or
<br />attributed to acts of circumstance beyond ESCO’s control, including acts of God, riots, labor
<br />disputes, conditions of the premises, or acts or omissions of the City. If City delays project for
<br />greater than 60 calendar days, ESCO can recover any cost inflation on unbilled materials that
<br />were either stored or yet to be purchased.
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<br />18. DISPUTES. The Dispute Resolution Provisions require that each Claim be in writing, served on
<br />the other party, describing specific details of the dispute relating to changes in Work or claim for
<br />additional compensation, within seven calendar days of the occurrence of the condition. This
<br />notice must be provided via certified mail. For a reasonable period commencing on the day written
<br />notice of dispute was provided, but not to exceed 30 calendar days, the parties shall in good faith
<br />attempt to resolve the dispute. If the parties are unable to resolve the Dispute during this period,
<br />the parties shall proceed as required by Public Contract Code Sections 9204 and 20104, et seq.
<br />Effective January 1, 1991, Section 20104 et seq., of the Public Contract Code presc ribes a
<br />process utilizing informal conferences, non -binding judicial supervised mediation, and judicial
<br />Docusign Envelope ID: 2FACAA06-C000-8E3B-8363-DD2D556A0D51Docusign Envelope ID: 8C132635-A597-8F5D-8082-3EB7B8AE19BF
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