03-23-15 Agenda. Packet & Committee Meeting Notice

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or equipment generated by Amcresco's construction work heretuxlet (iv) Ameresco shall permit Customer or any of its representatives to enter upon the Project site to review or inspect constriction work, provided, in each case, the Customer and /or its representatives make reasonable efforts to coordinate such review or inspection with Ameresco nod agree to comply with all applicable federal, state and local safety laws, ndes and regulations, including, without hnritatlon, those prorutlgated by the U.S. Department of labor Occupational Safet R Health Administration. (v) Ameresco shall provide equipment titanuals, as -built dranings and other appropriate . information regarding equipment installed hereunder to Customer at or about the time of Substantial Completion (as such tens is defined in Section 4). (vi) Ameresco shall provide the training described in Attachment IL Such training is included in the Contract Cost unless included as a separate cost in Attachment 1. SECTION 2 Ownership of ECM(s) Ownership and title to each ]:CAI or portion thereof, as applicable, shall automatically pass to Customer upon Amcresco's receipt of both (i) the executed Substantial Completion Certificate (AttaehmL'mt D(.3i), or each Percent Complete Acknowledgement Certificate (attachment D421), (including Customer payment certification) delivered pursuant to Section 4 for such T3CAI or portion thereof, acid (ii) the indefeasible payment in full of all of Customer's paymxmt obligations to Ameresco pursuant to such Substantial Completion Certificate or Percent Complete Acknowledgement Certificate for such installed 1CAI or portion thereof. Prior to satisfaction of the conditions set forth in (i) and (ii) in the precious sentence with respect to an I?CAI or portion thereof, title to each L'•CAI or portion thereof shall remain in the name of Amieresco. If, notwithstanding the intent of the Parties, Customer is deemed to hold title to any or all of the fi.CAls or portion thereof prior to the satisfaction of the conditions set forth in (i) and (ii) above, as security for the payment in full of the Customer's obligations with respect to rich such IiC,JNI or portion thereof, Customer licreby assimis transfers and grants to Ameresco a security interest in such IiCAIs. SEC'T'ION 3 Financing and Ability to Pa} 13y its execution of this agreement, Customer hereby represent, and warrants to Ameresco that Customer has raker all accessary steps to secure adequate finds for payment of the Contract Cost. SECTION 4 Contract Cosg Monthly Progress Payments (a) Subject to the terms of this Agreement, Amtcresco shall perform the Scope of Services at a contract cost of I-OUR MILLION, EIGHT HUNDRED FIPPY FIVL TIiOUSAND LIGHT IIL'NDRIiD NiNFI-Y SFYIIN and 00/100 Dollars ($4,855,897)1 (subject to adjustment as provided in Section 8, the "Contract Cost). (b) Upon execution of this ;lgrecment and deliver- by Customer to Ameresco of the Notice to Proceed, substantialh in the form attached to this Agreement as Attachment E, Customer still] pay Ameresco ten percent (10"'0) of the Contract Cost for mobilization. 'Ilereafter, Ameresco shall submit invoices to Customer for monthly progress payments to Ameresco