Phase 2 – Implementation Clause Samples

Phase 2 – Implementation. Stantec will provide procurement and management of design services for the Phase 2 plant expansion.

Phase 2 – Implementation. (a) If the Owner decides to proceed with the design and implementation of the energy and water conservation measures described in the Financial Grade Audit Report, the Parties shall execute a mutually-acceptable energy services agreement (the “ESA”). If the Parties enter into an ESA which includes the scope of work in the Financial Grade Audit Report, Ameresco will not ▇▇▇▇ Owner for the Audit Price, but will include such Audit Price in the cost of the work to be performed under the ESA. (b) In the event Owner decides not to proceed with the implementation of the energy conservation measures or Owner has not executed an ESA with Ameresco within sixty (60) days after receiving the Financial Grade Audit Report, Owner shall pay Ameresco the Audit Price within thirty (30) calendar days from receipt of a proper invoice. (c) Owner acknowledges that the price for the Project is based on the market cost as of the date of the Financial Grade Audit Report, for steel, copper and similar raw materials incorporated into equipment and material used for the Project. Price increases for such equipment and materials after the Financial Grade Audit Report was issued may either result in a project price increase or a corresponding decrease in the project size.

Phase 2 – Implementation. Promptly following delivery of the Phase 2 Notice, the Parties agree to take all actions necessary to commence the transition of their respective spectrum usage to the spectrum designations shown in the Phase 2 Spectrum Plan (the “Phase 2 Transition”), so that the L-band spectrum will be available for the Parties’ respective use in ITU Region 2 in accordance with the Phase 2 Spectrum Plan as soon as practicable (consistent with the orderly transition of all the Parties’ respective affected customers and affected services), and in any event the Phase 2 Transition shall be completed no later than twenty-four (24) months following the date of issuance of the Phase 2 Notice (the date that is 24 months following the date of issuance of the Phase 2 Notice is referred to herein as the “Phase 2 Completion Date”). Moreover, a reasonable delay of up to nine (9) months may be permitted for the Parties to complete the Phase 2 Transition, provided that the obligated Party promptly provides notice to the other Parties of any potential delay as soon as such Party becomes aware of the possibility of the same. For such purposes, “reasonable delay” shall mean any delay caused either by (1) required regulatory approvals that are not obtained despite the Party’s best commercial efforts undertaking to obtain such approvals on a timely basis to avoid such delay; and/or (2) regulatory compliance or requirements that cause delay despite the Party’s best commercial efforts undertaking to expedite such compliance and the performance of such requirements; and/or (3) inability to avoid delay because of third party hardware or software component obsolescence, shortages, or development, distribution, change-out or installation delays or similar events that were beyond the reasonable control of the obligated Party, provided, however, that in any event falling under items (1) to (3) above the timely obligations under this Agreement (including with respect to Phase 2 Transition activities) are not conditioned or qualified in any way by (a) the rights of Inmarsat or its distribution partners and their service providers (provided that it is understood that delays caused by end customers shall fall potentially within the criteria of item (3) above provided the same was beyond the reasonable control of the obligated Party using best commercial efforts undertaken to expedite timely transition), (b) the costs to be incurred by Inmarsat, or the liability that Inmarsat may incur to any of its Rel...

Phase 2 – Implementation. (a) If the Owner decides to proceed with the design and implementation of any ”Projects” described in the IGA Report, the Parties shall execute a mutually-acceptable Performance Contract Agreement (the “Contract”) that will include all applicable project development cost and Ameresco will not bill the Owner the IGA Breakage Fee. (b) Owner acknowledges that if Ameresco prepares and identifies a workable project that qualifies under Local Government Code 302 and Owner does not proceed with Phase 2 of the Project within 90 days after delivery of the IGA Report, Ameresco will be entitled to the IGA Breakage Fee payment in full of such amount within thirty (30) days after Ameresco’s submission of an invoice for such amount to Owner. (c) Owner acknowledges that the price for the Project is based on the market cost as of the date of the IGA Report, for steel, copper and similar raw materials incorporated into equipment and material used for the Project. Price increases for such equipment and materials after the IGA Report was issued may either result in a project price increase or a corresponding decrease in the project size, but once the Contract to complete the Project is executed by both parties, the Project price will not be contingent on those fluctuations. (d) In the event Owner instructs Ameresco to include additional facilities or expand the scope of the IGA as defined in Schedule A (“Pemises and Scope of Work”), the Owner shall compensate Ameresco for the Additional Work at a mutually agreed upon price, which will be reflected as an increase to IGA Price. Additional scope items could include, but not limited to, water and/or wastewater treatment and distribution systems, co- generation projects, park and sports lighting, renewable energy projects, lift stations, etc.