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Confidential & Proprietary Information of Ameresco, Inc.Page 6 of 54 <br />(ii)Lead Paint: Ameresco’s Scope of Services is predicated on the viability of the Project <br />without Ameresco’s encountering or disturbing lead paint or being required to <br />perform abatement or providing any notice or taking any other action with respect to <br />lead paint. Customer hereby represents and warrants to Ameresco that there is no <br />exposed lead paint in any area in which Ameresco shall be performing the Scope of <br />Services. If Ameresco encounters lead paint in any area where it is to perform the <br />Scope of Services, which performance would require disturbing lead paint, and <br />Ameresco reasonably believes that such paint may be lead paint, Customer, upon <br />Ameresco’s written request, shall either (a) at Customer’s cost, lawfully perform tests <br />or cause tests to be performed in order to determine whether such paint contains lead <br />and shall provide a test report to Ameresco; or (b) abandon the Project and terminate <br />this Agreement. If such test report demonstrates the presence of lead paint or <br />Ameresco reasonably believes that performing its services under this Agreement is <br />likely to cause the disturbance of lead paint in such a manner as to require Ameresco <br />to provide any notification or take any actions pursuant to any federal, state or local <br />laws, rules, or regulations and Ameresco notifies Customer of the same, Customer <br />shall: (x) at its cost, cause the lead paint to be lawfully removed, or otherwise abated <br />in accordance with applicable laws, rules and regulations; or (y) abandon the Project <br />and terminate this Agreement. Under no circumstances, shall Ameresco be required <br />to perform services which cause the disturbance of lead paint. If lead paint materially <br />affects the Project Schedule, Ameresco, at its sole option, may demobilize and cease <br />construction in the area affected by the presence of lead paint until such time as <br />Customer has elected and performed one of the options afforded Customer as <br />described in this Subsection. If Customer does not promptly take action as provided <br />herein or notifies Ameresco that it shall not take such action, Ameresco may, at its <br />sole option, either remove the affected area from its Scope of Services (and make <br />commensurate adjustments to its rights and obligations) or terminate this Agreement <br />in its entirety. Customer shall be responsible for payment of the portion of Scope of <br />Services implemented prior to such termination. Customer shall be responsible for <br />any and all costs (including termination) incurred by Ameresco that relate to the <br />presence of lead paint. <br />(d)Compliance With Law: Ameresco shall, at its expense, comply with and obtain all applicable <br />licenses and permits required by federal, state and local laws in connection with (i) the installation of <br />the ECMs and (ii) the operation and/or maintenance of the ECMs (to the extent that Ameresco agrees <br />to perform such operations and/or maintenance services). In the event that Ameresco cannot procure <br />any such license or permit in light of a requirement that Customer is required to do so, the Parties shall <br />work jointly to obtain such permit or license. <br />(e)Taxes: Customer represents that it is a tax exempt entity and that it shall cooperate with <br />Ameresco and provide Ameresco with appropriate resale exemption documentation so that Ameresco <br />may attempt to establish that it is not obligated to pay taxes, fees and assessments or other charges of <br />any character which may be imposed or incurred by any governmental or public authority as an incident <br />to title to, or operation of the ECM(s) which would otherwise be levied upon or in respect to said <br />interest component or of the ECM(s). Notwithstanding the foregoing, Customer shall pay (or, if <br />applicable, reimburse Ameresco for the payment of) all property, sales taxes, use taxes or other fees <br />and assessments associated with Scope of Services. Customer shall have no liability for taxes measured <br />by the net income of Ameresco. <br />(f)Monitoring, Measurement and Verification: To the extent provided for in Attachment G, <br />Ameresco will supply such ongoing monitoring, measurement and verification services (the “M&V <br />Services”) during the Term, as such term is defined in Section 5, at a cost to Customer as set forth in <br />Section 4 and Attachment I. <br />(g)Duties, Obligations and Responsibilities of Ameresco: