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ENERGY SERVICES AGREEMENT BY AND BETWEEN CITY OF REDWOOD CITY AND NORESCO THIS AGREEMENT entered into this - day of - 199_, by and between CITY OF REDWOOD CITY, having its principal place of business at 1017 Middlefield Road: Redwood City, CA 94063 (hereinafter referred to as "Customer") and Northeast Energy Services, Inc., having its principal place of business at Point West Place, 111 Speen Street, Framingham, MA. 01701 and its regional office at 100 Produce Ave. South San Francisco, CA. 94080 (hereafter referred to as "NORESCO'). The signatories of this Agreement will be collectively referred to as the "Parties". WHEREAS, NORESCO has entered into an agreement (the "Utility Agreement") with Pacific Gas & Electric Company ("PG&E") under which NORESCO is obligated to reduce electric demand and usage in PG&E's service territory for a period of approximately ten (10) years; WHEREAS, Customer wishes to purchase traffic signal equipment from NORESCO (hereinafter referred to as "Equipment") described in Attachment B and provide its own installation thereof and take other actions at facility(s) in PG&E's service territory described in Attachment A (the "Property") to reduce the electric demand and usage at the Property and NORESCO wishes to offer Customer the Equipment for the installation and the taking of such actions; NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, the Parties hereby agree as follows: SECTION 1 - Scope of Work (a) NORESCO shall furnish the Equipment for the completion of the Scope of Work set forth in Attachment B, as such Scope of Work and such Attachment may be modified in accordance with this Agreement (the "System") at the Property. (b) Customer shall furnish all labor and materials to perform all work required for the completion of the Scope of Work set forth in Attachment B, as such Scope of Work and such Attachment may be modified in accordance with this Agreement (the "System") at the Property. The System shall include installation of Equipment and all services provided as described in Attachment B. (c) Customer shall be obligated to perform the Scope of Work only to the extent the System has been approved by PG&E pursuant to the Utility Agreement. NORESCO shall be obligated to perform any associated metering or methods of calculating and verifying reductions in demand or energy use pursuant to the Utility Agreement. In the event the System is not approved by the Utility, and a revised Scope of Work cannot be agreed to by the Parties, then upon written notice by NORESCO to Customer, this Agreement shall be terminated without further obligations amongst the Parties. c:\my documents\my_files\word\agreements\noresco1.doc