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 12 of 54 Ameresco receives such notification or otherwise determines that such a change has occurred, it may make appropriate revisions to the Attachments to reflect any adjustment to the baseline or the Guaranteed Savings amount. Ameresco may also make retroactive adjustments to the baseline or calculation of Annual Savings if Customer has not provided timely notice and any payments shall be retroactively reconciled to reflect the changed baseline. (i)Energy Usage Data: Customer shall make available to Ameresco, on an ongoing basis for the Term of this Agreement, copies of all energy bills, energy usage data, and any and all other such data maintained by Customer, including remote access to the Monitoring System or Customer’s network server for purposes of collecting such data, as may be requested by Ameresco, which are required for it to perform all of its obligations under this Agreement. (j)Insurance and Risk of Loss or Damage: Without limiting any of its obligations or liabilities under this Agreement, Customer shall, at its expense, provide and maintain at all times during the Term of this Agreement, sufficient insurance against the loss, theft of or damage to the ECM(s), related equipment, and all equipment installed hereunder, for the full replacement value thereof. Customer’s Commercial General Liability insurance shall be primary for any property damage or bodily injury during the performance of the Work. Upon Substantial Completion of an ECM, Customer assumes all risk of loss of or damage to such ECM from any cause excepting loss or damage caused by Ameresco’s negligence or willful misconduct. In the event of loss or damage to any equipment installed hereunder, Customer shall promptly notify Ameresco and promptly return the same to good repair with the proceeds of any insurance received to the cost of such repair or demand that Ameresco perform such repair, in which case Ameresco shall promptly do so for such compensation to which the Parties agree. If Customer determines that any of the ECM(s) are lost, stolen, confiscated, destroyed or damaged beyond repair, Customer shall replace the same with like equipment in good repair in a timely fashion under the circumstances. If at any time after the date of the Delivery and Acceptance Certificate and after Customer’s complete payment to Ameresco in accordance with Subsection 4(a), as such amount may be modified from time to time in accordance with this Agreement, any fire, flood, other casualty, or condemnation renders a majority of the Property incapable of being occupied and renders the ECMs or the equipment installed hereunder inoperable and, in the case of a casualty, the affected portion of such ECMs or equipment is not reconstructed or restored within one hundred twenty (120) days from the date of such casualty, Ameresco and/or Customer may terminate this Agreement by delivery of a written notice to the other Party. Upon such termination, Customer shall pay Ameresco any amounts, or pro-rata portions thereof, under Subsections 4(b), (c), (d) and (e), Attachment I and any Change Order, which accrued prior to such termination. Ameresco may also make appropriate adjustments to the baseline or the Guaranteed Savings amount to reflect the impact of such casualty or condemnation, including corresponding revisions to the Attachments. (k)Telephone and Internet: Customer shall install and maintain telephone lines and pay all associated costs for the ECM(s) telephone lines or applicable energy management system communication systems. Ameresco may use Customer’s LAN for the purposes of any energy management system that may be included in the Scope of Work. (l)Protection: Customer shall at all times act reasonably to protect the ECM(s) from loss or damage to the same extent and in the same manner in which it protects the Property. (m)Alteration: Except in cases of emergency, Customer shall not move, alter or change the ECM(s) in any way that may cause a reduction in the level of efficiency or savings generated by the ECM or the equipment installed hereunder without obtaining Ameresco’s written approval, which shall not be unreasonably withheld. (n)Storage: Customer shall provide rent free space for Ameresco, or any of its subcontractors,