ARCHIVED REPORTS_2011_1 - Laserfiche WebLink

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I. No Impairment Except when required to do so by State or Federal law, statute, regulation, or directive by a State or Federal regulatory agency with jurisdiction over the Foothill Landfill, County shall not take actions that would reduce the amount or diminish or impair the value of Governmental Incentives, Environmental Attributes or Tax Credits to Ameresco, its affiliates and the parties they may contract with. Such actions include, but are not limited, to taking or claiming credits, deductions, payments or benefits. J. Future Modifications The parties agree that if, in the future, it becomes economically advantageous to restructure the form of their contractual relationship(but not the underlying economics or allocation of risk)to take advantage of Environmental Attributes, Governmental Incentives or Tax Credits, the parties shall so restructure the form of their relationship. Notwithstanding anything in this Agreement, Environmental Attributes, Governmental Incentives and Tax Credits shall be the sole property of Ameresco, K. Consent and Approval Whenever County's or Ameresco's consent or approval is required under the terms and conditions of this Agreement, said consent or approval shall not be unreasonably withheld. L. Independent Contractor Status Ameresco is an independent contractor, not an agent or employee of County. M. No Partnership or Joint Venture 1. Nothing in this Agreement shall be construed to render County a partner,joint venture or associate in any relationship with Ameresco other than that of landlord and tenant, nor shall this Agreement be construed to authorize either to act as agent for the other. N. Title to LFG County represents and warrants that it has good and marketable title to all of the LFG from the Landfill, unencumbered by any lien, encumbrance or other right of any third party. Further, County shall protect, defend and indemnify Ameresco from and against any claim that LFG passing the Transfer Point is or was subject to any lien, encumbrance or other right of any third party. XII INSURANCE During the term of this Agreement, Ameresco, at Ameresco's sole cost and expense, shall procure and maintain in full force, insurance policies with at least the following minimum coverage (which may be provided by a combination of more than one policy, including "umbrella" or excess liability policies): LFG Purchase Agreement 14 Foothill Sanitary Landfill Ameresco San Joaquin LLC/San Joaquin County SW-106035-R5