GESC for Olive WTP Solar Proj No 124-050 - Ameresco

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Non -Routine Adjustments Non -routine adjustments are changes to the baseline energy consumption due to factors that are significant to the energy consumption but do not vary predictably. Factors resulting in non -routine adjustments include, but are not limited to, additions or reductions to the area of a building, changes to the use of a building, installation, modification, or replacement of equipment, and changes to the building envelope. Non -routine adjustments, if required according to the respective measurement and verification plan, will be performed once and will be effective for the remainder of the Guarantee Period. If non -routine adjustments result in a reduction of energy savings and are beyond the control of Ameresco, the value of the Savings Guarantee will be reduced by the magnitude of the routine adjustment. Reporting of Routine and Non -Routine Adjustments Both Ameresco and Customer share responsibility in identifying routine and non -routine adjustments. Ameresco will monitor key parameters and perform site visits as required per the measurement and verification plan. If, during the course of these actions, Ameresco identifies operations or changes to the buildings or systems that would result in a baseline adjustment, Ameresco will notify Customer accordingly as outlined in the measurement and verification plan. Customer is obligated to notify Ameresco when material changes occur within the facilities and provide additional information, if required, to perform baseline adjustments, including, but not limited to, equipment submittals, building plans, and dates that such changes occurred. Ameresco will calculate baseline adjustments, when required, and submit the results to Customer and its agents. Guarantee Reconciliation If, for any Guarantee Year during the M&V Term, the Guaranteed Savings is not achieved, as evidenced by the fact that the Annual Savings as detailed in the M&V Report is less than the Guaranteed Savings for the same period, Ameresco shall pay Customer the amount (the "Savings Shortfall") by which the Guaranteed Savings exceeds the Annual Savings, or, by mutual written agreement of the Parties, in lieu of making a payment of the Savings Shortfall Ameresco may rectify the Savings Shortfall through installation of additional ECM(s) or modifications. Such payment, installation or modification shall be the sole and exclusive remedy of Customer in the event of a Savings Shortfall. Any such payments shall be included in the aggregate savings total for purposes of future Guarantee Reconciliations. In addition, in the event of a Savings Shortfall, Ameresco shall have the right but not the obligation, at Ameresco's sole discretion and expense, to install additional ECM(s) or modifications to mitigate any future Savings Shortfall with the approval of Customer, such approval not to be unreasonably withheld, conditioned or delayed. If, in any Guarantee Year, the Annual Savings exceed the Guaranteed Savings for such Guarantee Year, the excess savings will be used first to reimburse Ameresco for any Savings Shortfall payments made in previous years, whether such payment was made in cash or through installation of additional ECMs, with the balance included in the Annual Savings amount for the succeeding Guarantee Year. Dispute Resolution Any dispute, claim or disagreement of any kind or nature between the Parties arising out of or in connection with this M&V Plan, Adjustment to the Baseline or the Savings Guarantee shall be resolved in accordance with the Dispute Resolution procedures set forth in Section 13 of the Agreement. Confidential & Proprietary Information of Ameresco, Inc. Page 36 of 56