this Contract shall become the property of the Customer as needed or upon the termination
of the Contract. Customer shall be entitled to any currently or future available credits other
than those agreed to by the Parties to be assigned to the ESCO, i.e. utility rebates, or rights
of use associated with the reduction of energy use, particular technologies employed in or
any attributes associated with the Work.
9.9 Certificates
ESCO certifies as follows:
1) Certificate of Authorization: If ESCO is a corporation, each person executing this
Contract on behalf of ESCO hereby covenants, represents and warrants that
ESCO is a duly incorporated or duly qualified (if foreign) corporation and is
authorized to do business in the State of New Hampshire (a copy of evidence
thereof to be supplied to the Customer upon request); and that each person
executing this Contract on behalf of ESCO is an officer of ESCO and that he
or she is duly authorized to execute, acknowledge and deliver this Contract
to the Customer, a copy of a corporate resolution to this effect is attached
hereto as Attachment 9 - Corporate Resolution.
2) Tax Compliance Certification: Each person signing this Contract on behalf of
ESCO hereby certifies, under the penalties of perjury, thatto the best of
his/ner knowedge and belief, ESCO has complied with any and all
applicable state taxlaws.
3) Certificate of Non-collusion: The undersigned certifies under penalties of penury
that this Contract has been made in good faith and without collusion or
fraud with any other person. As used in this certification, the word “person”
shall mean any natural person, business, partnership, corporation, union,
committee, club, or other organization, entity of group of individuals.
4) Foreign Corporation: ESCO, if a foreign corporation, hereby certifies that it is in
compliance with Title 7 Chapter 1.1 of the General Laws of New
Hampshire and that the name and address of the resident agent is
included with Attachment 9 - Corporate Resolution.
9.10 Assignment
ESCO shall not assign, transfer, convey, or otherwise dispose of this Contract, or any part
hereof, or its right, title or interest in the same or any part thereof, without the prior written
consent of the Customer provided, however, that Customer may not unreasonably withhold
or delay its consent to an assignment of its interest in this Contract to a corporate affiliate
and provided further that ESCO may without the consent of Customer assign its rights for
payments under this Contract to any financial institution, lender or investor in connection
with a leasing or financing arrangement for the ECMs/OCMs. ESCO shall not otherwise
assign by power-of-attomey, or otherwise, any of the moneys due or to become due and
payable under this Contract, without the prior written consent of the Customer.
9.11 Applicable Law and Severability
30 ESCO Contract — Nashua Schools & EEI, Inc.
