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

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based upon the percentage of the Project colisbltction and equipment procurement completed at the end of each month, so that Ameresco is paid the percentage of the Contract Cost that is commensurate with the percentagc of conplction of the Scope of Services. A Percent Complete Acknowledgement Certificate in the form attached hereto as Attachment D (2) will lie executed by Customer during each month of the construction period shoeing the percent complete and monthly payment clue. Customer shall make payment to Ameresco, within thirty -five (35) days after the submission. of each such invoice, for non - disputed charges. Customer shall not unreasonably yvithhold, condition or delay the execution and deliver :y of ant• Percent Complete Acknowledgement Certificate after Customerreceives authorization to execute the sane from Customer's Board of Public \\ -irks. (c) Upon Substantial Completion of the installation of an Ii-Ch1, Ameresco will deliver to Customer a Substantial Completion Certificate in the form of Attachment D (3). \ \'ithin fifteen (15) calendar days after receipt of each Sulistsntial Completion Certificate, Customer shall complete, execute and deliver to Ameresco each such Substantial Completion, Certificate. As used in this Agreement the term "Substantial Completion" shall mein that each subject P;CII has been installed by Aieresco, and, if such I iCh'1 is equipment, such equipment is then operating ill a manner such that Customer is deriving beneficial use thereof. A Deliven• and Acceptance Certificate, in the. form of Attachment ll(1), shall be executed by Customer upon Substantial Completion of they imstallariom of the final LCl\I. Customer shall not unreasonable withhold, condition or delay the execution and delivery of any Substantial Completion Certificate or the Delivery and Acceptance Certificate. (d) Within thirty -five (35) days follm ing the first day of each Guarantee Year; as such term is defined in Section 6, Customer shall pay Ameresco the additional amounts set forth on. Attachment 1, Measurement and Verification Pee Schedule, as an annual fee for measurement and verification services. (c) All pa \'meets made be (_ustomcr under this Agreement Shall be made in accordance with the provisions of the Indiana Prompt Payment Act, IC 5 -175 ct seq. SECTION 5 Term This term of this Agreement (the "Term'), shall bc„in on the (late first above written and shall remain ill effect throt\gh the " Guarantee Period' as such term is defined in attachment C unless terminated prior to such date, as provided for in Section 6, 12, 14 or Artaeh rent C of this agreement. At any ti after the date of the Delivery and Acceptance Certificate, Customer mac terminate this ,\greement upot sixty (60) days prior written notice to Ameresco, provided that Custanter has paid to Ameresco all amounts due as set forth in Sectioo 4 (including, without limitation, pro -rata portions thereof accrued under Sections 4(b), (� uul.ltrachmcmr 1 and pursuant to any Change Order.) 'Termination of this Agreement shall also terminate the Guarantee Period. Anything in this Agreement to the contran nonyithstandiug, Customer shall not be relieved of its obligation to par Ameresco when duc all amounts which accrued prior to such termination. SECTION 6 Savinonns Guarantee To the extent set forth in Attachment C, and solely ill accordance with Attachment C, Ameresco guarantees that the "Annual Savings' (as defined bc•]ow) to be achieved as a result of installation slid operation of the PCI\Is shall equal or exceed the Guaranteed Savings (as defined in : \ttachntcnt C) aver the "Guarantee Period' (as defined im : \ttachmtcnt C). The 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 EChls. .