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

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Customer and Ameresco are independent of one another surd shall have no other relationship relating to or arising out of this Agreement. Neither Party shall have or hold itself our ns having the right or authority to bind or create liability for the other by its intentional or negligent act or omission, or to make am contract or otherwise assume any obligation or responsibility in the name of or on behalf of the other Party. SECTION 28 Negligent /Wrongful Acts Neither Party to this Agreement shall be liable for any negligent or wrongfid 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 or against third parties. SECTION 29 Further Documents and Events 'I•le Parties shall execute and deliver all cocuments 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, financial, and electrical - related tax attributes, rights, credits, deductions, benefits and characteristics associated with or arising out of the transactions contemplated by this .agreement or associated with the I :CAk or with the energy, capacity or electrical sayings created under this ;agreement, howsoever created or recognized. Customer shall provide Anieresco 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 arm remedies to, amp third party beuc5eiary of this :agreement. SECTION 31 Notifications of Governmental Action - Occupational Safety and Health •lhe Parties shall notify each other as promptly as is reasonable possible upon becoming aware of an inspection under, or am alleged violation of, the Occupational Safety and I lealth .act or am other provision of federal, state or local law, relating in anc way to the undertaking,- of either Pam under this Agreement. SECTION 32 Termination for Convenience Customer shall take all necessary and timely action during the Term to obtain funds mud maintain appropriations sufficient to satisfy its obligations under this Agreement. The foregoing notwithstanding, subsequent to the dare 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 thirty (30) clays in advance of the end of the them current Guarantee Year. The termination shall become effective on the 21