Common use of System Acceptance Clause in Contracts

System Acceptance. The TCS Installation Work shall be deemed to have achieved the point of “System Acceptance” by the Joint Board when the following requirements have been met: (a) The Tolling Readiness Date(s) shall have occurred; (b) All Punch List items shall have been completed by TSP in accordance with Section 4.9.4, except for non-material Punch List items the aggregate value of which (as determined by mutual agreement of the Parties) is less than $50,000; (c) All Delay Liquidated Damages payable pursuant to Section 4.12 shall have been paid by TSP; (d) The Operations Tests shall have been satisfactorily conducted and completed by TSP pursuant to this Section 4.10.2 and a final test report of the results thereof shall have been received and approved by the Joint Board; (e) The System Acceptance Test shall have been satisfactorily conducted and completed by TSP pursuant to Section 4.10.3 and a final test report of the results thereof shall have been received and approved by the Joint Board; (f) All Performance Liquidated Damages payable pursuant to Section 4.10.5 shall have been paid by TSP; (g) All Performance Stipulated Damages payable pursuant to Section 4.10.7 shall have been paid by the TSP; (h) TSP shall have delivered to the Joint Board a complete set of As-Built System Documentation for the TCS as set forth in the TR; (i) A Source Code Escrow shall have been established for any Software Source Code that is required to be deposited into a Source Code Escrow pursuant to Section 20.6.3 and the Source Code Escrow Holder shall have confirmed in writing to the Joint Board that all Software Source Code that is required to be in such escrow has in fact been delivered to the Source Code Escrow by TSP; (j) The Joint Board shall have approved the End of Contract Transition Plan submitted by TSP; (k) No unremedied failure of any equipment or Work provided by TSP to comply with the System Documentation or any Contract Document or required submittal shall exist and be continuing; and (l) All other conditions to System Acceptance set forth in the TRs shall have been satisfied. TSP shall provide the Joint Board written notification when TSP determines that it has achieved System Acceptance of the TCS Installation Work pursuant to the foregoing. Within five Business Days following the Joint Board’s receipt of such notice, the Joint Board shall either (a) issue a notice of System Acceptance, or (b) notify TSP in writing setting forth why TSP’s Work has not reached the point where such a notice can be issued. If TSP and the Joint Board cannot agree as to the appropriate System Acceptance Date, such issue shall be submitted for dispute resolution in accordance with Section 19.

System Acceptance. The TCS Installation Work shall be deemed to have achieved the point of “System Acceptance” by the Joint Board when the following requirements have been met: (a) The Tolling Readiness Date(s) shall have occurred;; Indiana Finance Authority/Joint Board 54. Toll Services Agreement LSIORB Toll Services Project Execution Version (b) All Punch List items shall have been completed by TSP in accordance with Section 4.9.4, except for non-material Punch List items the aggregate value of which (as determined by mutual agreement of the Parties) is less than $50,000; (c) All Delay Liquidated Damages payable pursuant to Section 4.12 shall have been paid by TSP; (d) The Operations Tests shall have been satisfactorily conducted and completed by TSP pursuant to this Section 4.10.2 and a final test report of the results thereof shall have been received and approved by the Joint Board; (e) The System Acceptance Test shall have been satisfactorily conducted and completed by TSP pursuant to Section 4.10.3 and a final test report of the results thereof shall have been received and approved by the Joint Board; (f) All Performance Liquidated Damages payable pursuant to Section 4.10.5 shall have been paid by TSP; (g) All Performance Stipulated Damages payable pursuant to Section 4.10.7 shall have been paid by the TSP; (h) TSP shall have delivered to the Joint Board a complete set of As-Built System Documentation for the TCS as set forth in the TR; (i) A Source Code Escrow shall have been established for any Software Source Code that is required to be deposited into a Source Code Escrow pursuant to Section 20.6.3 and the Source Code Escrow Holder shall have confirmed in writing to the Joint Board that all Software Source Code that is required to be in such escrow has in fact been delivered to the Source Code Escrow by TSP; (j) The Joint Board shall have approved the End of Contract Transition Plan submitted by TSP; (k) No unremedied failure of any equipment or Work provided by TSP to comply with the System Documentation or any Contract Document or required submittal shall exist and be continuing; and (l) All other conditions to System Acceptance set forth in the TRs shall have been satisfied. TSP shall provide the Joint Board written notification when TSP determines that it has achieved System Acceptance of the TCS Installation Work pursuant to the foregoing. Within five Business Days following the Joint Board’s receipt of such notice, the Joint Board shall either (a) issue a notice of System Acceptance, or (b) notify TSP in writing setting forth why TSP’s Work has not reached the point where such a notice can be issued. If TSP and the Joint Board cannot agree as to the appropriate System Indiana Finance Authority/Joint Board 55. Toll Services Agreement LSIORB Toll Services Project Execution Version Acceptance Date, such issue shall be submitted for dispute resolution in accordance with Section 19.