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ENERGY AND WATER EFFICIENCY SERVICES AGREEMENT <br /> This Energy and Water Efficiency Services Agreement, referred to herein as <br /> "Agreement", dated as of June 17, 2013, by and between Johnson Controls, Inc., a Wisconsin <br /> Corporation, duly authorized to do business in the State of Illinois, referred to herein as the <br /> "COMPANY" and the City of Decatur, Illinois, an Illinois Municipal Corporation, referred to <br /> hereafter as the "CITY" for the purpose of providing efficiency measures (EMs), consisting of <br /> services, systems and facilities designed to reduce energy consumption and operating costs in <br /> buildings owned and operated by the CITY which are referred to herein as the "Premises", and <br /> improve operating efficiencies and water utility metering systems. The CITY and the <br /> COMPANY are also referred to herein as the "Party" or "Parties" as appropriate. <br /> RECITALS <br /> WHEREAS, the COMPANY was selected by the CITY as a qualified provider to provide <br /> professional services which will result in decreased energy consumption and costs and <br /> improve operating efficiencies and water utility metering systems, and which services may <br /> include but are not limited to the following: energy and water use analyses, the design and <br /> delivery of EMs which consist of systems and devices, guaranteed efficiency improvements, <br /> the training of designated CITY employees, and the measurement, verification and reporting of <br /> efficiency improvements as provided herein; and <br /> WHEREAS, under separate agreement with the CITY, the COMPANY has performed a <br /> comprehensive Energy and Water Efficiency Audit and has prepared an Energy and Water <br /> Efficiency Audit Report (the "Report") which has been approved and accepted by the CITY as <br /> evidenced by the Report and CITY's Acceptance Certification as set forth in Exhibit IV; and <br /> WHEREAS, the COMPANY has agreed to guarantee a level of energy savings and <br /> efficiency improvements to be achieved as the result of the professional services to be <br /> provided under this Agreement; and <br /> NOW, THEREFORE, in consideration of the mutual promises and covenants contained <br /> herein, and intending to be legally bound hereby, the CITY and the COMPANY hereby <br /> covenant and agree as follows: <br /> ARTICLE 1: THE COMPANY'S RIGHTS AND RESPONSIBILITIES <br /> 1.1 Independent Company Status. The COMPANY is an independent Company and <br /> in providing its services under this Agreement, shall not represent to any third party that its <br /> authority is greater than that granted to it under the terms of this Agreement. <br /> 1.2 Legal Responsibility. The COMPANY shall perform or cause to be performed the <br /> Work and all other services required by this Agreement. The COMPANY shall assure that all <br /> of the Work is accomplished in a workmanlike manner and that all services which require the <br /> exercise of professional skills or judgment shall be accomplished by professionals qualified <br /> and competent in the applicable discipline and appropriately licensed in the State of Illinois, if <br /> required by law. All Project Documents which are required to be prepared by the COMPANY <br /> shall be in accord with all applicable codes, standards and regulations and shall be prepared <br /> by qualified personnel. Where required by Illinois law, Project Documents shall bear the stamp <br /> 1 <br />