04-13-15 Agenda, Packet & Committee Meeting Notice

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and increased expense of, curtailment, reduction in or loss of Bower generation production or equipment used therefor. (l)) Ameresco's total aggregate liability for an y and all injuries, damages, claims, losses, expenses or claim expenses (including attorney's fees) arising out of this Agreement from all causes or any causes, regardless of the legal theory under which habiliry is imposed, shall in all cases be linvted to the greater of the sum of the payments received by Ameresco under Section 4 or the total value of this Agreement. Such causes shall include, but not he limited to, Ameresco's negligence, errors, omissions, strict liability, breach of contract, warranty, breach of warrant' or am indemnified claims. (c) Ameresco agrees to indenmmify and hold Customer harmless from and against my and all third parts claims for damages but only to the extent such damages arise by reason of bodily injure, death or damage to propem, caused by Ameresco's negligence or ttrillful misconduct. To the extent that any such damages are covered by or under Ameresco's Commercial General 1.iabiliny Insurance policy, Ameresco shall not be required to indemoify Customer in excess of the proceeds of such policy. In no event, hotvecer, shall Aincresco be obligated to indenammify Customer to rile extent that any such injury or damage is caused by the negligence of Customer or any entity for which Customer is legally responsible. (d) Customer agrees to indeomiR-and hold harmless Ameresco, its officers, agents and employees, from and against any and all third part claims for damages but only to the extent such damages arise by reason of bodily injure, death or damage to property caused by Customer's negligence or willful misconduct.. In no event, however, shall Customer be obligated to incicnamifv Ameresco to the extent that such injury or damage is caused by the negligence of Anmcreseo or any entity for which Ameresco is legally responsible. SECTION 16 Agreement Interpretation avid Venue Hach party hereto liar had ample opportunity to review and comment on this .Agreement. 1-his Agreement shall be read and interpreted according to its plain meaning and an aombipih shall not be eoustued against either Parh•.'I'he judicia] rule of construction that a document shott](1 be nmorc strictl- construed against the draftsperson thereof shall not apple to am- provision of this Agreement. This ;Agreement Shall be governed as to all matters, whether of validity, interinetatiom, obligations, performance or otherwise eaelusir-ely br the laws of the State ill which the Project is located (the "State"). Regardless of where achmlh dclirer(d and accepted, this .A nrenmenr shall be deemed to have been delivered and acccpTeLl by all parties in the Stacy. Any mediation and legal proceedings involving the negotiation, formation, interpretation or enforcement of this A,,rectimnt may be brought in my state or federal district court having jurisdiction over the Parties. SECTION 17 Privileged and Proprietar} Information nwresco'S Systems, means, cost, in(] methodologies of cralnatnag, implementing, accomplishing and determining encrr" wrings and the terms of The Agreement for this Project shall be considered privileged and proprietary information. Customer shall use the same lm,cl of effort to protect and safeguard such information as it employs to safeguard its ott•n confidential information, provided, however, that Customer is a public entih' which has eery little information that is not open to the public. Customer shall not disclose such proprietary information without the. express written consent of an officer of Ameresco unless required to do so by statute or reg(dation. Wlien any request for disclosure of such information is made under any applicable frecdonm of information law (the " F011 ." ), Customer shall provide prompt written notice to Ameresco such that Ameresco will have time 16