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Confidential & Proprietary Information of Ameresco, Inc. Page 17 of 54
<br />Any waiver of any provision of this Agreement shall be in writing and shall be signed by a duly
<br />authorized agent of Ameresco and Customer. The waiver by either Party of any term or condition of
<br />this Agreement shall not be deemed to constitute a continuing waiver thereof nor of any further or
<br />future waiver of any additional right that such Party may be entitled to under this Agreement.
<br />SECTION 21 Force Majeure
<br />If either Party shall be unable to carry out any part of its obligations under this Agreement (except
<br />Customer’s obligations to make payments when due), due to causes beyond its control (“Force
<br />Majeure ”), including, but not limited to, an act of God, strikes, lockouts or other industrial
<br />disturbances, acts of public enemies, orders or restraints of any kind of the government of the United
<br />States or any state or any of their departments agencies or officials, or any other civil governmental,
<br />military or judicial authority, war, blockage, insurrection, riot, sudden action of the elements, fire,
<br />explosion, flood, earthquake, storms, utility power outage, drought, landslide, or explosion or nuclear
<br />emergency, plague, epidemic, pandemic, outbreaks of infectious disease or any other public health
<br />crisis, including quarantine or other employee restrictions, this Agreement shall remain in effect but
<br />the affected Party’s obligations shall be suspended for a period equal to the disabling circumstances,
<br />provided that:
<br />(a)the non-performing Party gives the other Party prompt written notice, unless such other Party
<br />would not be prejudiced by a delay in notification, describing the particulars of the event of Force
<br />Majeure, including the nature of the occurrence and its expected duration, and continues to furnish
<br />timely regular reports with respect thereto during the period of Force Majeure;
<br />(b)the suspension of performance is of no greater scope and of no longer duration than is
<br />required by the event of Force Majeure;
<br />(c)no obligations of either Party that arose before the event of Force Majeure causing the
<br />suspension of performance are excused as a result of the event Force Majeure;
<br />(d)the non-performing Party uses reasonable efforts to remedy its inability to perform; and
<br />(e)the Term of this Agreement shall be extended for a period equal to the number of days that
<br />the event of Force Majeure prevented the non-performing Party from performing.
<br />Any decision by Customer to close or change the use of the facilities or ECM’s at the Property, except
<br />to the extent such closure or change is itself caused by Force Majeure, shall not constitute a Force
<br />Majeure excusing Customer’s performance under this Agreement.
<br />SECTION 22 Contract Documents
<br />(a)Upon execution of this Agreement by both Parties, this Agreement and its Attachments, which
<br />are hereby incorporated herein by reference, shall constitute the entire Agreement between the Parties
<br />relating to the subject matter hereof, and shall supersede all requests for proposals, proposals, previous
<br />agreements, discussions, negotiations, correspondences, and all other communications, whether oral
<br />or written, between the Parties to the subject matter of this Agreement. Ameresco acknowledges
<br />that Attachment K is required by Indiana and local law in public contracts and that this document
<br />will be executed and notarized by Ameresco. (Exhibit K is titled Contractor’s Non-Collusion and Non-
<br />Debarment Affidavit, Certification Regarding Investment with Iran, Employment Eligibility Verification, Non-
<br />Discrimination Commitment and Certification of Use of United States Steel Products or Foundry Products.)
<br />(b)This Agreement may not be modified or amended except in writing signed by the Parties.
<br />(c)Headings are for the convenience of reference only and are not to be construed as a part of
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