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Confidential & Proprietary Information of Ameresco, Inc. <br />Page 46 of 54 <br />Reporting of Routine and Non-Routine Adjustments <br />Both Ameresco and Customer share responsibility in identifying routine and non-routine adjustments. <br />Ameresco will monitor key parameters and perform site visits as required per the measurement and <br />verification plan. If, during the course of these actions, Ameresco identifies operations or changes to <br />the buildings or systems that would result in a baseline adjustment, Ameresco will notify Customer <br />accordingly as outlined in the measurement and verification plan. Customer is obligated to notify <br />Ameresco when material changes occur within the facilities and provide additional information, if <br />required, to perform baseline adjustments, including, but not limited to, equipment submittals, building <br />plans, and dates that such changes occurred. Ameresco will calculate baseline adjustments, when <br />required, and submit the results to Customer and its agents. <br />Guarantee Reconciliation <br />If, for any Guarantee Year during the M&V Term, the Guaranteed Savings is not achieved, as <br />evidenced by the fact that the Annual Savings as detailed in the M&V Report is less than the <br />Guaranteed Savings for the same period, Ameresco shall pay Customer the amount (the “Savings <br />Shortfall”) by which the Guaranteed Savings exceeds the Annual Savings, or, by mutual written <br />agreement of the Parties, in lieu of making a payment of the Savings Shortfall Ameresco may rectify <br />the Savings Shortfall through installation of additional ECM(s) or modifications. Such payment, <br />installation or modification shall be the sole and exclusive remedy of Customer in the event of a Savings <br />Shortfall. Any such payments shall be included in the aggregate savings total for purposes of future <br />Guarantee Reconciliations. <br />In addition, in the event of a Savings Shortfall, Ameresco shall have the right but not the obligation, at <br />Ameresco’s sole discretion and expense, to install additional ECM(s) or modifications to mitigate any <br />future Savings Shortfall with the approval of Customer, such approval not to be unreasonably withheld, <br />conditioned or delayed. If, in any Guarantee Year, the Annual Savings exceed the Guaranteed Savings <br />for such Guarantee Year, the excess savings will be used first to reimburse Ameresco for any Savings <br />Shortfall payments made in previous years, whether such payment was made in cash or through <br />installation of additional ECMs, with the balance included in the Annual Savings amount for the <br />succeeding Guarantee Year. <br />Dispute Resolution <br />Any dispute, claim or disagreement of any kind or nature between the Parties arising out of or in <br />connection with this M&V Plan, Adjustment to the Baseline or the Savings Guarantee shall be resolved <br />in accordance with the Dispute Resolution procedures set forth in Section 13 of the Agreement.