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and increased expense of, curtailment, reduction it) or loss of power generation production or
<br />equipment used therefor.
<br />pr) Ameresco's total aggregate liabilitj' for any and all injuries, damages, claims, losses, expenses
<br />or claim expenses (including attorney's fees) arising out of this Agreement from all causes or
<br />any causes, regardless of the legal theory under which liability is imposed, shall in all cases be
<br />limited to the greater of the sum of the payments received by :Amcresco under Section # or
<br />the total value of this Agreement. Such causes shall include, but not be limited to, Amcresco's
<br />negligence, errors, omissions, strict liability, ])reach of contract, warranty, breach of warranty
<br />or any indemnified claims.
<br />(e) Amcresco agrees to indemnify and hold Customer harmless from and against any and all third
<br />part` claims for damages but only to the extent such damages arise by reason of bodily injury,
<br />death or damage to property caused by Amcresco s negligence or cuillful misconduct. '17o the
<br />extent that any such damages are covered by or under Ameresco's Commercial Gencral
<br />Liability Insurance policy, Ameresco shall not he required to indemnify Customer in excess of
<br />the proceeds of such policy. In no event, however, shall Ameresco be obligated to indemvufi
<br />Customer to the extent that all y such injury or damage is caused by the negligence of Customer
<br />or any entity for which Customer is legdly responsible.
<br />(d) Customer agrees to indemnify and hold harnikss Amcresco, its officers, agents and employees,
<br />firm and against any and all third part' claims for damages but only to the extent such damages
<br />arise by reason of bodily injury, death or damage to proper, caused by Customer's negligence
<br />or willful misconduct.. ht no event, however, shall Customer be obligated to indemnify
<br />Ameresco to the extent that such injury or damage is caused by the negligence of :Amcresco
<br />or any entity for which Amcresco is legally responsible.
<br />SECTION 16 Agreemen t Interpretation and Venue
<br />]---,tell party hereto has had ample opportunity to review and comment on this ,agreement. Tlris
<br />Agreement shall be read and integnrted according to its plain memring and an ambiguity shall not be
<br />construed against either Part•. Thejudicid rule ofconstructinn that a document should be more strietl
<br />construed against the draftsperson thereof shall not apply to any provision of this .agreement.
<br />This ;agreement shall he governed as to all matters, whether of ealiclit', inteq)rctations, obligations,
<br />performance or othenvisc exclusively by the laws of the State in which the Project is located (the
<br />"State "). Regardless of where actually delivered and accepted, this Agreement shall be deemed to have
<br />been delivered and accepted by all parties in the State. Any mediation and Icgal proceedings involving
<br />the negotiation, formation, interprcration or enforcement of this .Agreement may be brought in any
<br />state or federal district court haying juri .,diction over the Parties.
<br />SECTION 17 Privileged and Proprietary Information
<br />;Amereseo's systems, means, cost, and methodologies of evaluating, implementing, accomplishing and
<br />determining encijy sayings and the tenor of the Agreement for this Project shall be considered
<br />privileged and proprietary information. Customer shall use the same level of effort to protect and
<br />safeguard such information as it employs to safeguard its oNvii confidential information, provided,
<br />however, that Customer is a public entity which has very little information that is not open to the
<br />public. Customer shall not disclose such proprietary information yvithout the express written consent
<br />of an officer of Ameresco unless required to do so by statute or regulation. Mien any request for
<br />disclosure of such information is made under any applicable freedom of information law (the "P011," ),
<br />Customer shall provide prompt written notice ro .Ameresco such that Ameresco will have the
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