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

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based upon the percentage of the Project constnvetion and equipment lirocuretncnt completed at the end of each mouth, so that Aneresco is paid the percentage of die Contract Cost that is commensurate with the percentage of completion of the Scope of Services. A 13ercent Complete Acknowledgement Certificate in the form attached hereto as Attachment D (2) will be executed by Customer during each month of the construction period showing the percent complete and monthly payment due. Customer shall make paynment to Ameresco, within thirty -five (35) days after the submission of each such invoice, for non - disputed charges. Customer shall not unreasonably withhold, condition or delay the execution and delivery of am Percent Complete Acknowledgement Certificate after Customer receives authorvation to execute the same from Customer's Board of Public V arks. (C) Upon Substantial Completion of the installation of an F.Chf, Ameresco will deliver to Customer a Substantial Completion Certificate in the form of JVrachment D (3). Within fifteen (15) calendar days after receipt of each Substantial Completion Certificate, Customer shall complete, execute and deliver to Amereseo each such Substantial Completion Certificate. As used in this Agreement the tout "Substandal Completion" shall nmean that each subject IiCM has been installed by Anmcreseo, and, if such ECM is equipment, such equipment is then operating in a manner such that Customer is deriving beneficial use thereof: A Delivery and Acceptance Certificate, in the form of Attachment D(1), shall be executed by Customer upon Substantial Completion of the installation of the final I ?CM. Customer shall not unreasonably withhold, condition or delay the execution and deliycny of any Substantial Completion Certificate or the Deliveq- and Acceptance Certificate. (d) Within thirty -fire (35) days following the first day of each Guarantee Year. as such term is defined in Section 6, Customer shall pay Amcreseo the additional amounts set forth oil Attachment 1, Measurement and Verification Pee Schedule, as an annual fee for measurement and verification services. (c) All pa1'mamts made by Customer under this Agreement .shall be made in accordance xvith the provisions of the Indiana Prompt Payment Act, IC 5 -17 -5 et seq. SECTION 5 Term This tern of this . \greemcnt (the "Term"), shall begin on the date first above u-ritten and shall remain in effect through the " Guarantee Period' as such term is defined in Attachment C unless terminated prior to such date, as provided for in Section 6, L, 1-f or attachment C of this Agreement. At any tinmee after the date of the De•liven• and acceptance Certificate, Customer ntaw tenninate this Agreetent upon sixty (611) days prior Nvn.tren notice to Amereseo, provided that Customer has paid to Aneresco all amounts title as set forth in Section { (including, Nyirhout limitation, pro -tnta portions thereof accrued under Sections, 4(b), c( 11 and. \rrachmcnt 1 and pursuant to any Change Order.) Termination of this Agreement shall also terminate the Guarantee Period. Anything in this agreement to the contrary nottvithstauding, Customer shall not be relieved of its obligation to pay ; \nmc esco when due all aomouur.+ which accrued prior to such termination. SECTION 6 Savings Guarantee To the extent set forth in Attachment C, and solely ill accordance with Attachment (:, Amereseo guarantees that the "Annual Savings" (as defined below) to be achieved as a result of installation and operation of the 1:CAIs ,hall equal or exceed the Guaranteed Savings (as defined in attachment C) over the "Guarantee Period' (as defined in Attachment (:). "llte first "Guarantee Year "shall be the consecutive twelve (12) month period beginning With the first day of the month following the date of Substantial Completion of the ECliS. .