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1. Program and Measure Installation:
<br />Lime Energy Services Co. (the “Company”) will install, in a good and workmanlike manner,
<br />the measures described in the Scope of Work, (the “Measures”). The Company shall use
<br />commercially reasonable efforts to install the Measures within thirty (30) days of the
<br />participating customer (the “Participating Customer”) signing this Small Business Energy
<br />Saver Program Participation Agreement (this “Agreement”). The Company shall furnish all
<br />preliminary audit requirements, labor, equipment, materials and such other items
<br />reasonably required for the installation of the Measures (collectively, the “Work”) unless
<br />noted as an exception on Proposed Scope of Work. The Work to be provided under the
<br />Small Business Energy Saver Program (the “Program”) is limited to work directly associated
<br />with the evaluation and installation of Measures and shall in no way include work by the
<br />Company in connection with the correction of any existing safety issues or building code
<br />violations, whether apparent or hidden, nor shall Company or the Installation Contractor be
<br />obligated to identify or notify Participating Customer of any such safety issues or building
<br />code violations. An independent contractor (the “Installation Contractor”) shall be hired by
<br />the Company to install the Measures at Participating Customer’s property (the “Premises”).
<br />The Installation Contractor shall permanently disable (make them unfit for reuse) all lamps
<br />replaced pursuant to this Participation Agreement. The disposal of any lighting equipment
<br />which is removed as a part of the Work will be the responsibility of the Company. When
<br />undertaking the installation, the Installation Contractor or the Company, at their sole
<br />discretion, may choose not to make the installation of the Measures for reasons related to
<br />safety, health concerns, code violations, discovery of unforeseen conditions, the presence
<br />of asbestos or other reasons that may result in higher than anticipated installation costs.
<br />Notwithstanding anything to the contrary herein, the Company reserves the right to amend
<br />or rescind and terminate the offer set forth in this Agreement at any time, including after the
<br />execution of this Agreement, if in the Company’s sole discretion, the cost, timing or
<br />availability of products or services regarding this Agreement changes or if there are
<br />changes materially that require Measures that are not approved for the Program incentives.
<br />The Company shall provide the Participating Customer notice of such amendment or
<br />rescission and termination by email, in person, or by phone. All Work shall be performed
<br />during normal business hours, Monday through Friday unless the Participating Customer,
<br />Company and Installation Contractor agree otherwise. In this case the Company shall not
<br />be entitled to any additional compensation for Work performed outside of such normal
<br />business hours unless agreed to in writing between the Company and Participating
<br />Customer. The Company shall use commercially reasonable efforts to make timely delivery
<br />and installation of equipment. In no event will the Company be responsible for lost or
<br />reduced savings or financial incentives due to delays in completion of the Work. In the
<br />event that the Work spans multiple days, the Installation Contractor may store equipment
<br />and materials at the Participating Customer’s facility. Title to equipment and material shall
<br />remain with the Company until it is fully paid for by Participating Customer. Risk of loss for
<br />equipment and material shall pass to Participating Customer at the time equipment and/or
<br />material is delivered to the Premises. Customer shall provide Company and Installation
<br />Contractor with reasonable access to all necessary areas of the Premises during agreed
<br />upon days and hours.
<br />The Company or Installation Contractor may discover a condition at the premises that
<br />prohibits installation of certain Measures, a condition that requires installation of additional
<br />measures, and/or a condition that requires different quantities of certain Measures. These
<br />additional Measures may include Measures that were omitted from the original Proposed
<br />Scope of Work due to certain conditions including but not limited to missed rooms,
<br />miscounts, code violations, or other unforeseen omissions, collectively to be known as "the
<br />Amended Measures." In the event that the Company or Implementation Contractor
<br />discovers a condition the requires Amended Measures, the participating Customer hereby
<br />consents to allow Company to install or cause to be installed (through the Installation
<br />Contractor) such Amended Measures without further notice to or authorization from
<br />Participating Customer, provided that the installation of the Amended Measures does not
<br />increase the Customer Price by more than ten percent (10%). Following the installation of
<br />any Amended Measures, the Company shall provide the Participating Customer with a
<br />Revised Scope of Work that lists the Amended Measures and their corresponding energy
<br />savings metrics. In the case of a Measure that was not installed due to a condition on or at
<br />the Premises, the Revised Scope of Work shall note that such Measure was not installed. In
<br />the event that the installation of any Amended Measures will increase the Customer Price
<br />by more than ten percent (10%), then Company shall notify the Participating Customer and
<br />shall obtain written approval from the Participating Customer before proceeding with or
<br />directing any installation of the Amended Measure(s).
<br />If the actual cost at completion of the installation is less than the estimated cost, or if the
<br />Company chooses not to install Measures in accordance with this agreement, the Company
<br />shall adjust the Participating Customer’s contribution and the final invoice accordingly. If the
<br />Participating Customer has selected aPayment Plan or Extended Payment Option, the
<br />customer’s monthly payment shall be adjusted to reflect any applicable decrease in the total
<br />amount due from Participating Customer.
<br />Dimmer Disclosure: LED’s proposed for installation on lighting circuits with
<br />existing dimmers, as detailed in the scope of work under this contract, may
<br />require the installation of an LED-compatible dimmer(s). Lime Energy does not
<br />guarantee operation of LED’s on lighting circuits currently operated by existing
<br />dimmer(s), nor their compatibility with newly installed dimmer(s), and is not
<br />responsible for any costs incurred by dimmer replacement(s) or installation
<br />thereof.
<br />Construction or Product Warranty Questions
<br />For participating SBES customers, please call 1.855.232.1042 or visit
<br />www.sbeswarranty.com for any construction questions and/or warranty related
<br />issues.
<br />3. Confidentiality:
<br />Without limiting the generality or specificity of any other provision of this Participation
<br />Agreement or any other agreement between Participating Customer and Company,
<br />Company and any subcontractor of Company’s agrees to comply with all applicable
<br />laws, rules and regulations regarding the use, disclosure, protection and safeguarding
<br />of personally identifiable information (“PII”) that Company creates or receives from or
<br />on behalf of Duke Energy Carolinas, LLC (Duke Energy) relating to the Work.
<br />Company shall only use PII for the purpose of providing the Work and will not use or
<br />disclose PII for any other purpose, including Company’s own purposes.
<br />Except to the extent necessary to provide the Work, Company shall not use PII to
<br />create any de-identified or aggregated data without prior written consent of the
<br />Participating Customer. Company shall comply with and conform to recognized
<br />common body of knowledge standards and best practices regarding information
<br />security relating to sensitive data such as PII. Company will use and disclose only the
<br />minimum necessary amount of PII to accomplish the intended purpose of the Work.
<br />Company will employ administrative, physical, and technical safeguards to prevent the
<br />unauthorized use, insecure disclosure, compromise, or loss of PII. Upon completion of
<br />the Work, Company shall return or destroy all PII, keep no copies of PII, and certify in
<br />writing to the Participating Customer that such return or destruction is complete.
<br />Company will immediately report to Participating Customer any suspected or actual
<br />security incident involving any systems containing PII and any use, disclosure,
<br />compromise, or loss of PII not authorized under this Participation Agreement.
<br />Company will fully cooperate with Participating Customer in response to any such
<br />incident. Company will report to Participating Customer and fully cooperate with
<br />Participating Customer in responding to any complaints or questions regarding
<br />Company’s or Duke Energy's privacy practices regarding PII. Company shall comply
<br />with all privacy and security policies relating to PII of Duke Energy that Duke Energy
<br />provides to Company. Company agrees to defend, indemnify and hold harmless Duke
<br />Energy and Participating Customer and their respective parent, officers, directors,
<br />agents, affiliates, distributors, franchisees and employees against any loss,
<br />proceeding, lawsuit, claim, demand, damage, expense, or cost, including reasonable
<br />attorneys’ fees (including allocated costs for in house legal services) (“Liabilities”)
<br />arising out of any act or omission related to or a failure of Company to comply with the
<br />terms of this section of the Participation Agreement. In the event of any conflict
<br />between the indemnification provision in this section and any other indemnification
<br />provision(s) in the Participation Agreement, the indemnity provision more specific to
<br />the Liabilities shall apply.
<br />a Workmanship Warranty – The Company shall warranty all workmanship for a
<br />period of one (1) year from the completion date of the Work. Participating
<br />Customer’s sole remedy with respect to such warranty shall be Company’s
<br />repair of any defective installation.
<br />b.Material Warranty - For all material defects the Company will pass through the
<br />material warranty periods provided by the manufacturer or distributor of any
<br />material or equipment installed by Company at the Premises as part of the
<br />Work. The Company will act on the Participating Customer’s behalf to get
<br />replacement product or credit for any material or equipment that fails within the
<br />warranty period. Manufacturer warranty periods for eligible equipment from the
<br />date of installation are as follows: Lamps – 1 year; LED Exit Signs –10 years;
<br />Ballasts – 5 years; Fixtures – 1 year; Occupancy Sensors – 5 years; LED lamps
<br />– 5 years; LED fixtures – 5 to 10 years (depending on type/manufacturer); LED
<br />wall packs – 5 to 10 years (depending on type/manufacturer); LED Screw-ins –
<br />5 years
<br />c.Energy Savings Disclaimer - Neither Duke Energy nor the Company
<br />guarantees that the installed Measures will save any level of energy or result in
<br />the reduction in Customer’s electric utility bill. For lighting improvements,
<br />estimated kilowatt hour energy savings displayed in this Agreement are
<br />calculated according to the wattage saved per line in the Proposed Scope of
<br />Work multiplied by the annual hours of use per line that were indicated at the
<br />time of the energy assessment.
<br />The Company makes no other warranties, whether express or implied, with respect to
<br />the Work, including without limitation, all warranties with respect to merchantability
<br />and fitness for a particular purpose.
<br />2. Warranty and Disclaimers:
<br />The Company shall provide the following warranties against all defects in material or
<br />workmanship, unless caused by the action or inaction of the Participating Customer, its
<br />agents, subcontractors, vendors or such other party under the control of the Participating
<br />Customer:
<br />Initial:
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<br />Participation Agreement
<br /> Proposal Provided By:DEC00044506.50 Page 8
<br />DocuSign Envelope ID: 69370BFA-5538-4B9E-BA17-E7F5AC496936
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