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 20 of 54 SECTION 28 Negligent/Wrongful Acts Neither Party to this Agreement shall be liable for any negligent or wrongful acts, either of commission or omission, chargeable to the other. This Agreement shall not be construed as seeking to either enlarge or diminish any obligation or duty owed by one Party against the other Party or against third parties. SECTION 29 Further Documents and Events The Parties shall execute and deliver all documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Agreement. Customer shall execute all documents which may be reasonably required for Ameresco to obtain all licenses, permits and governmental approvals required by Ameresco for installation and operation of the ECM(s). Ameresco’s obligations hereunder are also subject to obtaining all such licenses, permits and governmental approvals as are required to perform its obligations under this Agreement. Customer agrees that Ameresco shall have the right to all environmental, energy, tax, financial, and electrical-related attributes, rights, credits, deductions, benefits and characteristics associated with or arising out of the transactions contemplated by this Agreement or associated with the ECMs or with the energy, capacity or electrical savings created under this Agreement, howsoever created or recognized. Customer shall provide Ameresco all reasonable assistance in perfecting its rights to such attributes, rights, credits, benefits and characteristics. SECTION 30 Third Party Beneficiaries The Parties hereto do not intend to create any rights for, or grant any remedies to, any third-party beneficiary of this Agreement. SECTION 31 Notifications of Governmental Action - Occupational Safety and Health The Parties shall notify each other as promptly as is reasonably possible upon becoming aware of an inspection under, or any alleged violation of, the Occupational Safety and Health Act or any other provision of federal, state or local law, relating in any way to the undertakings of either Party under this Agreement. SECTION 32 Appropriations; Termination for Convenience (a)Customer shall take all necessary and timely action during the Term to obtain funds and maintain appropriations sufficient to satisfy its obligations under this Agreement. (b)The foregoing notwithstanding, subsequent to the date of the Delivery and Acceptance Certificate, this Agreement may be terminated by Customer in accordance with the provisions of this Section 32. Customer shall provide notice to Ameresco of its election to terminate no later than ninety (90) days in advance of the end of the then current Guarantee Year. The termination shall become effective on the last day of said Guarantee Year. The termination of this Agreement by Customer shall release Ameresco from its obligation to provide maintenance, monitoring and training services after the effective date of termination, as well as its obligation to provide the Savings Guarantee after the termination date; provided, however, that Customer is responsible for payment for maintenance, monitoring and training services performed in accordance with the terms of this Agreement prior to the termination date and Ameresco shall remain responsible for any Savings Shortfall (as defined in Attachment C) payments due Customer prior to the date of termination.