GESC for Olive WTP Solar Proj No 124-050 - Ameresco

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However, should Customer representative and Ameresco's project manager fail to arrive at a mutual decision as to the Dispute within ten (10) business days after notice to both individuals of such Dispute, such Dispute will be submitted to a representative from management of both Parties who shall meet in person or by phone within ten (10) business days after either Party gives the other Party written notice of the Dispute (the "Dispute Notice"). The Dispute Notice shall set forth in reasonable detail the aggrieved Party's position and its proposal for resolution of the Dispute. If the Dispute is not resolved within thirty (30) calendar days after the first meeting of the Parties, then the Parties shall endeavor to resolve the Dispute by mediation. A request for mediation shall be made in writing and delivered to the other Party. The request may be made concurrently with the filing of any and all remedies at law or in equity but, in such event, mediation shall proceed in advance of any proceedings filed in a judicial forum, which shall be stayed pending mediation for a period of sixty (60) days from the date of filing, unless stayed for a longer period of time by agreement of the Parties or court order. The Parties shall share the fees of the mediation equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. If the Parties do not resolve the Dispute through informal dispute resolution or mediation, either Party is free to pursue any other available remedy in law or at equity. SECTION 14 Insurance and Bonds (a) By Ameresco: Ameresco shall provide and maintain at its expense the following insurance coverage: (i) Workers' Compensation and Employer's Liability Insurance as required by applicable State law. (ii) Commercial General Liability Insurance, including contractual liability, Bodily Injury per person, $1 million; Bodily Injury per occurrence, $1 million; Property Damage per occurrence, $1 million; Personal Injury per occurrence, $1 million. (iii) Comprehensive Automobile Liability Insurance, including owned, non -owned and hired automotive equipment of, Bodily Injury per person, $1 million; Bodily Injury per occurrence, $1 million; Property Damage per occurrence, $1 million. Ameresco shall deliver to Customer a Certificate of Insurance naming Customer as an additional insured party under paragraphs (ii) and (iii), above. (b) Ameresco shall deliver to Customer Payment and Performance Bonds in a sum equal to the Contract Cost conditioned upon faithful performance of the Agreement by Ameresco, for the implementation of the ECM(s) as it may be from time to time modified by Change Orders within ten (10) days of issuance of a Notice to Proceed. Notwithstanding any provision to the contrary herein, any payment and performance bonds associated with this Agreement guarantee only the performance of the installation portion of this Agreement, and shall not be construed to guarantee the performance of. (1) any efficiency or energy savings guarantees, (2) any support or maintenance service agreement, or (3) any other guarantees or warranties with terms beyond one (1) year in duration from the completion of the installation portion of this Agreement. (c) By Customer: Without limiting any of its obligations or liabilities under this Agreement, Customer shall provide and maintain at its expense, insurance coverage consistent with the requirements of Subsection 1044 above, and its obligations under this Agreement. Confidential & Proprietary Information of Ameresco, Inc. Page 14 of 56