Resolution No 35-2021 - Ameresco Inc. Qualified Provider Approval Guaranteed Energy Savings Contract Morris

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Confidential & Proprietary Information of Ameresco, Inc. Page 9 of 54 amounts not paid to Ameresco onor before the due dates specified in Subsections 4(b) and (d), shall accrue interest at the interest rate prespecified in any Prompt Payment Act applicable to Customer or, if no such rate is specified, at thePrime rate of interest as published in the Wall Street Journal for major banks or such lower rate as is prescribed by applicable law. SECTION 5 Term This term of this Agreement (the “Term ”), shall begin on the date first above written and shall remain in effect through the “Guarantee Period ” as such term is defined in Attachment C, unless terminated prior to such date, as provided for in this Agreement. Termination of this Agreement shall also terminate the Guarantee Period. Anything in this Agreement to the contrary notwithstanding, Customer shall not be relieved of its obligation to pay Ameresco when due all amounts which accrued prior to such termination. SECTION 6 Savings Guarantee To the extent set forth in Attachment C, and solely in accordance with Attachment C, Ameresco guarantees that the “Annual Savings ” (as defined below) to be achieved as a result of installation and operation of the ECMs shall equal or exceed the Guaranteed Savings (as defined in Attachment C) over the “Guarantee Period ” (as defined in Attachment C). For purposes of this Savings Guarantee, the following assumptions and provisions shall apply: (a)Ameresco guarantees that the Guaranteed Savings will be achieved by operation and beneficial use of all ECMs taken in the aggregate, but does not guarantee the savings amount achieved by each ECM individually. (b)The total cumulative savings achieved by the combined ECMs, determined as provided in the M&V Plan, shall be deemed the total “Annual Savings ”. Calculation of the Annual Savings shall be performed under, and governed by, the methods, formulas, and procedures described in the Measurement and Verification Plan set forth in Attachment G (the “M&V Plan”). (c)As it relates to the Annual Savings and this Savings Guarantee, the term “Guarantee Year” shall mean the consecutive twelve (12) month period beginning with the first day of the month following the date of Substantial Completion of the ECMs, and each similar twelve (12) month period thereafter. (d)Ameresco’s obligations in respect of this Savings Guarantee are subject to Customer performing all of its maintenance, repair, service and other obligations under this Agreement, including, without limitation, performance of its obligations in Section 10 and maintenance of the Standards of Service and Comfort set forth in Attachment J, if any, which may affect achievement of the Guaranteed Savings. If Customer fails to perform its obligations under this Agreement or interferes with, or permits any third party to take any action which, in the reasonable opinion of Ameresco, may prevent the achievement of the Guaranteed Savings under this Agreement, Ameresco may, after providing Customer thirty (30) days advance notice, adjust the Annual Savings amount during the period in which such savings were affected to reflect the impact such actions had on same. Ameresco’s rights set forth herein shall not be in limitation of any other rights it is entitled to by law or under this Agreement. Any disputes regarding achievement of Guaranteed Savings or any M&V Report delivered pursuant to Attachment G shall be resolved in accordance with the dispute resolution provisions of Section 13. SECTION 7 Right of Entry/Space