Milestone Payment and Adjustments Clause Samples
The Milestone Payment and Adjustments clause defines how payments are structured and made based on the achievement of specific project milestones. Typically, this clause outlines the schedule of payments tied to the completion of defined deliverables or phases, and may include provisions for adjusting payment amounts if milestones are delayed, modified, or not fully met. Its core function is to align payment with project progress, incentivizing timely performance and providing a clear mechanism for handling changes or issues that arise during the project.
Milestone Payment and Adjustments.
10.1.1 Subject to Sections 10.1.2.1, 10.1.2.2 and 5.10.8, IFA agrees to make payments (each a “Milestone Payment”) in the amounts as calculated pursuant to Exhibit 10 and according to the schedule set forth in Exhibit 4 (in the aggregate, the “Milestone Payment Amount”). The Milestone Payments are payments IFA chooses to make as an economic measure in lieu of larger Availability Payments, in order to maximize the overall value to IFA of this Agreement.
10.1.1.1 IFA has entered into an agreement (the “Milestone Agreement”) with the Department, pursuant to which the Department will agree to make payments to IFA for deposit with the Project Trustee in an amount at least equal to the Milestone Payments owed by IFA under this Agreement. The Milestone Payments are limited obligations of the IFA, payable solely from the amounts held by the Project Trustee under the Project Trust Agreement for this purpose. The obligation of the IFA to make Milestone Payments does not constitute an indebtedness of the State or any political subdivision thereof within the meaning or application of any constitutional provision or limitation. The obligation of the IFA to make Milestone Payments does not constitute a pledge of the faith, credit or taxing power of the State or any political subdivision thereof within the meaning or application of any constitutional provision or limitation. The IFA has no taxing power. The Developer has no right to have taxes levied or compel appropriations by the Indiana General Assembly for any payment of the Milestone Payments.
10.1.1.2 In the Milestone Agreement, the Department covenants that it will do all things lawfully within its power to obtain and maintain funds from which to meet its payment obligations to IFA under the Milestone Agreement, including, but not limited to, requesting an appropriation in an amount sufficient to meet its payment obligations to IFA under the Milestone Agreement in writing at a time sufficiently in advance of the date for payment thereof so that an appropriation may be made in the normal State budgetary process, using its bona fide best efforts to have such request approved, and exhausting all available reviews and appeals in the event such request is not approved. In addition, the IFA hereby covenants that it
10.1.1.3 IFA hereby covenants and agrees to use its best efforts to enforce the provisions of the Milestone Agreement and the obligations of the Department thereunder.
10.1.1.4 IFA shall provide written not...
Milestone Payment and Adjustments. 4.9.4.1 Subject to Sections 4.9.4.3 and 4.9.4.5, Developer shall be entitled to receive from the Department the payment (“Milestone Payment”) in the amount (“Milestone Payment Amount”) set for in Appendix 4. The Milestone Payment is a payment chosen to be made by the Department as an economic measure in lieu of larger Availability Payments, in order to maximize the overall value to the Department of this Agreement, and is not intended and shall not be construed as a progress payment or retention under California Law.
4.9.4.2 Developer shall submit an invoice in a format acceptable to the Department’s chief financial officer for the Milestone Payment. The Department shall make payment to Developer of the Milestone Payment Amount within 45 days after the Department receives (a) the invoice in the proper format issued on or after the Substantial Completion Date and (b) Developer’s written report on determination of adjustments to the Milestone Payment pursuant to Section 4.9.4.3 and Appendix 4.
4.9.4.3 The Milestone Payment shall be subject to adjustment in accordance with Appendix 4. Developer acknowledges that such adjustments to the Milestone Payment are reasonable liquidated damages in order to compensate the Department for damages it will incur by reason of Developer’s failure to comply with the performance standards for O&M Work applicable to the period prior to Substantial Completion. Such damages include:
1. The Department’s increased costs of administering this Agreement, including the increased costs of legal, accounting, monitoring, oversight and overhead, and could also include obligations to pay or reimburse Governmental Entities with regulatory jurisdiction over the Project for violation of applicable Governmental Approvals or for their increased costs of monitoring and enforcing Developer’s compliance with applicable Governmental Approvals;
2. Potential harm and future costs to the Department from reduction in the condition and Design Life of the Project;
3. Potential harm to the credibility and reputation of the Department’s transportation improvement program with other Governmental Entities, with policy makers and with the general public who depend on and expect availability of service;
4. Potential harm and detriment to the general pubic, which may include loss of the use, enjoyment and benefit of the Project and of facilities connecting to the Project;
5. Loss of economic benefits by other Governmental Entities owning and operating transpor...
Milestone Payment and Adjustments. 4.9.4.1 Subject to Sections 4.9.4.3 and 4.9.4.5, Developer shall be entitled to receive from the Department the payment (“Milestone Payment”) in the amount (“Milestone Payment Amount”) set for in Appendix 4. The Milestone Payment is a payment chosen to be made by the Department as an economic measure in lieu of larger Availability Payments, in order to maximize the overall value to the Department of this Agreement, and is not intended and shall not be construed as a progress payment or retention under California Law.
Milestone Payment and Adjustments.
10.1.1 Subject to Sections 10.1.2.1 and 10.1.2.2, IFA agrees to make payments (each a “Milestone Payment”) in the amounts as calculated pursuant to Exhibit 10 (Payment Mechanism) and according to the schedule set forth in Section 4 of Exhibit 10 (in the aggregate, the “Milestone Payment Amounts”).
Milestone Payment and Adjustments.
4.9.4.1 Subject to Sections 4.9.4.3 and 4.9.4.5, Developer shall be entitled to receive from the Department the payment (“Milestone Payment”) in the amount (“Milestone Payment Amount”) set for in Appendix 4. The Milestone Payment is a payment chosen to be made by the Department as an economic measure in lieu of larger Availability Payments, in order to maximize the overall value to the Department of this Agreement, and is not intended and shall not be construed as a progress payment or retention under California Law.
4.9.4.2 Developer shall submit an invoice in a format acceptable to the Department’s chief financial officer for the Milestone Payment. The Department shall make payment to Developer of the Milestone Payment Amount within 45 days after the Department receives (a) the invoice in the proper format issued on or after the Substantial Completion Date and (b) Developer’s written report on determination of adjustments to the Milestone Payment pursuant to Section 4.9.4.3