04-13-15 Agenda, Packet & Committee Meeting Notice

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or equipment generated by Ameresco's construction work hereunder. (iv) Amereseo shall permit Customer or any of its representatives to enter upon the Project site to review or inspect construction work, provided, in each case, the Customer and /or its representatives make reasonable efforts to coordinate such review or inspection with Amereseo and agree to comply with all applicable federal, state and local safety laws, rules and regulations, including, without limitation, those promulgated by the U.S. Department of Labor Occupational Safety- & Health Administration. (v) Amteresco shall provide equipment manuals, as -built dm ings and other appropriate . information regarding equipment installed hereunder to Customer at or about the time of Substantial Completion (as such term is defined in Section 4). (vi) ;lmeresco shall provide the training described in Attachment II. Such training is included in the Contract Cost unless included as a separate cost in Attachment 1. SECTION 2 Ownershin of ECM(0 Ownership and title to each FCA1 or portion thereof as applicable, shall automatically pass to Customer upon Amerego's receipt of both (i) the executed Substantial Completion Certificate (Attachment D(31), or each Percent Complete Acknoe- ledgement Certificate (.LVrachment D421), (including Customer Im-ment certification) delivered pursuant to Section 4 for such ECAI or portion thereof, and (ii) the indefeasible payment in full of all of Customer's pat•ment obligations to Amereseo 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 previous sentence with respect to all HCAI or portion thereof, title to each 17C.M or portion thereof shall remain in the name of ameresco. 1f nomithstanding tae intent of the Parties, Customer is deemed to hold title to am• or all of the ICAfs 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 each such F.CM or portion thereof, Customer hereby assip is, transfers and grants to Amereseo a security interest in such I?Ctlfs. SECTION 3 Financing and Ability to Pay By its execution of this Agreement, Customer herebt- represents and warrants to ,lmeresco that Customer has taken all meeessary step., to secure adequate funds for payment of the Contract Cost. SECTION 4 Contract C Monthly Progress Payments (a) Subject to the terms of this Agreement, Amteresco shall perform the Scope of Services at a contract cost of DOUR AI11I.I0N, EIGHT HUNDRED FIFFY PINT' THOUSAND blGHT IfUNDRED NiNFXY SF.\T and 00 /100 Dollars (54,855,89771 (subject to adjustment as provided in Section 8, the "ContractCosr). (b) Upon execution of this ;agreement and deliver by Customer to ameresco of the Notice to Proceed, substantially in the form attached to this ;agreement as .attachment F, Customer shall pay Amereseo ten percent (10 "'o of the Contract Cost for mobilization. 'I11ereafter, Areresco shall submit invoices to Customer for monthly progress payanents to :ameresco