Agmt99 Noresco - Laserfiche WebLink

Browse Search

(d) (e) Customer shall be responsible for disposal of all non-hazardous equipment and materials rendered useless as a result of the installation of the System. In addition, Customer shall be responsible for the handling, transportation and disposal of all PCB contaminated ballasts in strict accordance with local, state and federal regulations. Customer shall comply with and obtain at its expense all licenses and permits required by federal, state and local law in connection with the installation, operation and maintenance of the energy conservation measures ("ECM's") of the System. Notwithstanding the foregoing, Customer shall be responsible for all taxes arising from or in connection with Customer's participation in this Agreement and the benefits to Customer hereunder. NORESCO shall report to the Customer taxable income incurred by the Customer as a result of this Agreement when required to do so by law. Customer shall reimburse NORESCO for any taxes, permits or fees not in effect on the date of this Agreement, but for which NORESCO may become liable during the Term of this Agreement. SECTION 2 - Compensation and Payment (a) Upon the delivery and acceptance of material from NORESCO by Customer, Customer shall pay NORESCO the amount set forth in Attachment D. Payments represented in Attachment D are payable in full within fifteen (15) calendar days of receipt of invoice by NORESCO. (b) Amounts not paid to NORESCO on the date specified in Attachment D shall accrue interest at the lesser of (a) two and one-half (2 1/2), percentage points greater than the prime rate established from time to time by Fleet Bank of Massachusetts or (b) the greatest rate of interest permitted by law. (c) In addition to the payment amount set forth in Attachment D, and in consideration of the Customer's right to use and possess the System, Customer shall pay rent hereunder ("Rent") in the amounts and times set forth in Attachment C. Each installment of Rent includes a principal component and an interest component, as detailed on Attachment C. Attachment C may include multiple Rent schedules, each of which shall relate to a separate location as reflected in Attachment A. In the event of material damage or destruction of the System, Customer's Rent obligation shall be subject to abatement to the extent required under applicable law. (d) Customer's obligation to pay any installment of Rent hereunder shall be reduced by an amount ("the PG&E Credit") equal to the amount payable by PG&E to NORESCO pursuant to PG&E's Utility Agreement with NORESCO. Customer and NORESCO acknowledge and agree that as long as Customer does not experience a Change in Use and does not remove or discontinue use of the System as described in Section 9, the PG&E Credit shall be sufficient to fully offset Customer's obligation to pay Rent hereunder and NORESCO shall not look to Customer for any such payment. (e) On any date on which Rent is payable hereunder, as set forth in Attachment C, Customer shall have the right to purchase NORESCO'S interest in the System (or discrete portion thereof as described in this paragraph), provided Customer shall not then be in default of any obligation hereunder.; The purchase price shall be equal to the aggregate unpaid principal component of Rent under the applicable Rent schedule in Attachment C (excluding Rent otherwise due and payable on the purchase date). If and to the extent that Attachment C includes more than one Rent schedule, Customer's purchase option shall extend to the portion of the System at each location separately, such that Customer may elect to purchase NORESCO'S interest in the System at any particular location reflected in a Rent schedule without affecting the remaining locations and Rent schedules. SECTION 3 - Ownership of System Ownership of and title to the System and all its components shall remain in NORESCO until the earlier of (a) the date all Rent has been paid in full hereunder or (b) Customer shall have exercised its right to purchase NORESCO'S interest in the System pursuant to Section 2(e), at c:\my documents\mLfiles\word\agreements\noresco1.doc 2