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VII OPERATION AND MAINTENANCE OF THE LFG COLLECTION SYSTEM: A. General 1. Ameresco will examine the LFG Collection System equipment and flare(s) and blower(s) prior to receiving operational responsibility, and will communicate to County any defects in materials, workmanship, design or condition that Ameresco identifies. County shall promptly perform such repairs, maintenance or other work as may be needed to correct such defects (the "Corrective Work") prior to Ameresco assuming operational responsibility, and the cost of the Corrective Work shall be borne by County. Notwithstanding the foregoing, County shall not be obligated to spend in excess of $100,000 to perform the Corrective Work; provided, that if County does not perform all of the Corrective Work, then Ameresco may, as its sole remedy, terminate this Agreement by written notice to County and neither Party shall have any liability to the other. 2. During the Term of this Agreement,Ameresco shall operate the flare(s) and blower(s) and the entire LFG Collection System, regardless of its ownership or primary use, subject to the following limitations and conditions: (i) Ameresco shall use reasonable efforts to perform such operations in accordance with the guidelines attached hereto as Exhibit C. 3. Ameresco shall adjust the LFG Collection System as described in Exhibit C. 4. County shall be responsible for all repair and maintenance of all of County's Facilities existing from time to time, including the LFG Collection System, blowers and flares. Ameresco shall be responsible for the repair or replacement of any portion of County's Facilities that is damaged by the actions of Ameresco, regardless of whether such acts were intentional or negligent. 5. County shall remain ultimately responsible for compliance of the Landfill, including the LFG Collection System, blowers and flares, with all Applicable Law, including compliance testing and reporting. 6. In the event that maintenance or repairs to either Party's facilities (excluding the Plant), which are intended to maintain the reliability of gas flow and for which one Party is responsible under the terms of this Agreement, are deemed by the other Party to be necessary to comply with Applicable Laws or as necessary to insure the continuous operations of the Plant, then the Party determining that the repairs are necessary shall provide the responsible Party with written notice detailing the required repairs, and the responsible Party shall have fifteen (15) days to commence such repairs upon receipt of this notice, If the responsible Party fails to commence the required repairs during this period, the other Party shall provide notice to its intent to initiate such repairs within ten (10) calendar days, and, following such notice, may commence such repairs after the tenth (10th) day if the responsible Party has not commenced such necessary repairs. Upon provision by the non-responsible Party of reasonable documentation evidencing the repairs it has performed and associated costs, the responsible Party shall reimburse such cost. LFG Purchase Agreement 8 Foothill Sanitary Landfill Ameresco San Joaquin LLC/San Joaquin County SW-10BO35-R5