03-23-15 Agenda. Packet & Committee Meeting Notice

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(e) this :Agreement has been duly executed and delivered by the signatories so authorized, and constitutes each Party's legal, valid and binding obligation; (c) its execution, delivery, and performance of this Agreement shall not result in it breach or violation of, or constitute a material default under, any agreennent, lease or instrument to which it is a park° or by which it or its properties may be bound or affected; and (d) it has not received anf notice, nor to the best of its knowledge is there pending or threatened ally notice of ally violation of any applicable laws, ordinances, regulations, toles, decrees, awards, permits or orders which would materially adversely affect its ability to perform hereunder; and (e) the persons executing this agreement are f tly authorized by law to do so. SECTION 26 Additional Renresentations and Warranties of Customer Customer hereby warrants and represents to ameresco that: (a) Customer intends to cointinuc to use the Property in a manner reasonably similar to its present use; (b) Customer does not contemplate any changes to the electrical and thermal consumption characteristics of the Propert except as may have been disclosed to Ameresco by Customer in writing prior to the execution of this Agreement; (e) Customer has provided Ameresco with all records heretofore requested by Arrleresco; (d) Customer has not entered into any other agreements i ts or understandings for the Property th persons or entities other than Amereseo regarding the provision of the Scope of Services; (c) Since the date of the Audit, there has been no change, event, circumstance or development that has or could reasonably be expected to have a material adverse effect on (i) the operation or condition of the Propern, (ii) the energy usage at the Property, or (iii) the ability of Customer to perfortm its obligations hereunder; and (t) Customer has obtained all necessary govemmental, legal, administrative and ally other approval necessary for it to enter into and perfotnn this Agreement. SECTION 27 Independent Contractor Nothing in this Agrccuhent shall be eonstmed as reserving to Customer any right to exercise any control over or to direct in any respect the conduct or management of business or operations of ;\tucresco. The entire control or direction of such business and operations shall be in and shall remain in ameresco, subject only to Auneresco's performance of its obligations under this Agreenhent. Neither Amereseo nor any person perfomning any duties or enpged in any work on the Property on behalf of Amereseo shall be deemed an employee or agent of Customer. Nothing in this Section ,hall be deemed to be a waiver of Customer's right to use the Propem. 20