R2018-96 Authorizing an Amendment to the Services Agreement with Johnson Controls CP 2018-07

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EXHIBIT B Schedule 2 Benefits achieved for the applicable year plus any Non-Measured Project Benefits applicable to such period and advise Customer of same. Customer acknowledges and agrees that if, for any reason, it(i)cancels, or terminates receipt of M&V Services, (ii)fails to pay for M&V Services in accordance with Schedule 4, (iii)fails to fulfill any of its responsibilities necessary to enable JCI to complete the Work and provide the M&V Services, or(iv) otherwise cancels, terminates or materially breaches this Agreement, the Assured Performance Guarantee shall automatically terminate and JCI shall have no liability hereunder. C. Project Benefits Shortfalls or Surpluses. i. Proiect Benefits Shortfalls. If an Annual Project Benefits Shortfall occurs for any one year of the Guarantee Term, JCI shall, at its discretion and in any combination, (a) set off the amount of such shortfall against any unpaid balance Customer then owes to JCI, (b)where permitted by applicable law, increase the next year's amount of Annual Project Benefits by the amount of such shortfall, (c) pay to Customer the amount of such shortfall, or(d)subject to Customer's agreement, provide to Customer additional products or services, in the value of such shortfall, at no additional cost to Customer.* ii. Proiect Benefits Surpluses. If an Annual Project Benefits Surplus occurs for any one year of the Guarantee Term, JCI may, at its discretion and in any combination, (a)apply the amount of such surplus to set off any subsequent Annual Project Benefit Shortfall during the Guarantee Term, or(b)bill Customer for the amount of payments made pursuant to Section C(i)(c) above and/or the value of the products or services provided pursuant to clause C(i)(d)above, in an amount not to exceed the amount of such surplus.* iii. Additional Improvements. Where an Annual Project Benefits Shortfall has occurred, JCI may, subject to Customer's approval(which approval shall not be unreasonably withheld, conditioned, or delayed), implement additional Improvement Measures, at no cost to Customer, which may generate additional Project Benefits in future years of the Guarantee Term. *In the event JCI is providing an Assured Performance Guarantee under Schedule 2,Annual Project Benefits Shortfalls and Annual Project Benefits Surpluses under each such Schedule shall be reconciled against one another. Performance Contract(Rev 15) Johnson Controls,Inc.—Proprietary 0 2008 Johnson Controls,Inc. 11