Common use of Participant’s Obligations Clause in Contracts

Participant’s Obligations. In addition to all other obligations contained in this Agreement, the Participant will fulfill the following obligations, unless otherwise approved by the IESO: (a) engage an Energy Manager within three (3) months of executing this Agreement, to complete, at a minimum, the Energy Manager Duties (Schedule “E”); (b) employ the Energy Manager on a full time basis for at least the duration of the Funding Period and the Participant shall, as soon as reasonably practicable, provide notice to the IESO confirming that the Participant has employed an Energy Manager; (c) ensure that the Energy Manager meets the Energy Manager Eligibility Criteria (Schedule “F”) and has the demonstrated technical ability to perform the Energy Manager Duties (Schedule “E”); (d) if the Energy Manager is a current employee of the Participant, the Participant will provide to the IESO a written commitment, from a senior officer, that such employee’s previous job has been or will be filled by another employee; (e) provide suitable operational support and work supplies to the Energy Manager to allow the Energy Manager to perform the Energy Manager Duties (Schedule “E”); (f) undertake Commercially Reasonable Efforts to achieve the Minimum Annual Savings Target, as evidenced by implemented Projects, documented in the Annual Report and confirmed by the Technical Reviewer; (g) ensure that at least 10% of the Confirmed Annual Energy Savings is attributed to new Projects arising from or related to the Energy Manager Duties and is not financed by any incentives received from the IESO, Enbridge Gas, the Province of Ontario, or the Government of Canada; (h) immediately report to the IESO of any financial incentives received from IESO, Enbridge Gas, the Government of Canada, any Provincial/Territorial Government, or any Municipal Government in addition to the Participant Incentive, to be used for the purposes of the Costs of Hiring an Energy Manager; and (i) immediately advise the IESO of any changes to the Project(s) or employment of the Energy Manager that may impact either: (i) the payment of the Participant Incentive under this Agreement; or (ii) the achievement of the Minimum Annual Savings Target. The Participant represents and warrants that the Energy Manager is not being employed or retained by the IESO or their respective successors or assigns and that the Participant will have no claim against the IESO or their respective successors in respect of its employment of the Energy Manager by the Participant and shall indemnify, defend and hold the IESO and their respective affiliates, and each of their respective directors, officers, employees, shareholders, advisors, and agents harmless form and against any and all claims, demands, suits, losses, damages, liabilities, penalties, obligations, payments, costs and expenses and accrued interest on, any and all related actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, settlements and compromises relating thereto and all connected reasonable lawyers' fees and reasonable disbursements) asserted by a third party against or suffered by the Participant relating to, in connection with, resulting from, or arising out of the negligence or wilful misconduct of the Energy Manager.

Participant’s Obligations. In addition to all other obligations contained in this Agreement, the Participant will fulfill the following obligations, unless otherwise approved by the IESO: (a) engage an Energy Manager within three (3) months of executing this AgreementManager, to complete, at a minimum, the Energy Manager Duties (Schedule “E”)Duties; (b) employ the Energy Manager on a full time basis for at least the duration a minimum term of the Funding Period and the Participant shall, as soon as reasonably practicable, provide notice to the IESO confirming that the Participant has employed an Energy Manager12 months; (c) ensure that the Energy Manager meets the Energy Manager Eligibility Criteria (Schedule “F”) and has the demonstrated technical ability to perform the Energy Manager Duties (Schedule “E”)Duties; (d) if the Energy Manager is a current employee of the Participant, the Participant will provide to the IESO a written commitment, from a senior officer, that that: i) such employee’s previous job has been or will be filled by another employee; or ii) such employee was previously hired by the Participant as an energy manager pursuant to an agreement that provided funding or a financial incentive paid by the IESO and/or a Local Distribution Company (LDC) to the Participant for the employment of an energy manager; (e) provide suitable operational support and work supplies to the Energy Manager to allow the Energy Manager to perform the Energy Manager Duties (Schedule “E”)Duties; (f) undertake Commercially Reasonable Efforts to achieve the Minimum Annual Savings Target, as evidenced by implemented Projects, documented in the Annual Report and confirmed by the Technical Reviewer;; and (g) ensure that at least 10% of the Confirmed Minimum Annual Energy Savings Target is attributed to new Projects arising from or related to the Energy Manager Duties and is not financed by any incentives received from the IESO, Enbridge Gas, the Province of Ontario, Ontario or the Government of Canada; (h) immediately report to the IESO of any financial incentives received from IESO, Enbridge Gas, the Government of Canada, any Provincial/Territorial Government, or any Municipal Government in addition to the Participant Incentive, to be used for the purposes of the Costs of Hiring an Energy Manager; and (i) immediately advise the IESO of any changes to the Project(s) or employment of the Energy Manager that may impact either: (i) the payment of the Participant Incentive under this Agreement; or (ii) the achievement of the Minimum Annual Savings Target. The Participant represents and warrants that the Energy Manager is not being employed or retained by the IESO or their respective successors or assigns and that the Participant will have no claim against the IESO or their respective successors in respect of its employment of the Energy Manager by the Participant and shall indemnify, defend and hold the IESO and their respective affiliates, and each of their respective directors, officers, employees, shareholders, advisors, and agents harmless form and against any and all claims, demands, suits, losses, damages, liabilities, penalties, obligations, payments, costs and expenses and accrued interest on, any and all related actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, settlements and compromises relating thereto and all connected reasonable lawyers' fees and reasonable disbursements) asserted by a third party against or suffered by the Participant relating to, in connection with, resulting from, or arising out of the negligence or wilful misconduct of the Energy Manager.

Participant’s Obligations. In addition to all the other obligations contained in this Agreement, the Participant will fulfill the following obligations, unless otherwise approved by the IESO: (a) engage an Energy Manager within three (3) months of executing this AgreementManager, to complete, at a minimum, the Energy Manager Duties (Schedule duties attached hereto in SCHEDULE “EB”); (b) the Participant will employ the Energy Manager on a full time basis for at least the duration a minimum term of the Funding Period 12 months and the Participant shall, as soon as reasonably practicable, provide notice to the IESO confirming that the Participant has employed an Energy Manager; (c) will ensure that the Energy Manager meets is professionally designated as a Certified Engineering Technician, Certified Engineering Technologist, Certified Energy Manager (CEM), Energy Manager In Training (EMIT) provided such EMIT successfully completes the CEM examination by the end of the first term of the Energy Manager Eligibility Criteria Manager’s employment, a licensed professional engineer in the province of Ontario (Schedule “F”) and has P Eng.), with a strong background in energy management, or such other appropriate qualifications as may be approved by the demonstrated technical ability to perform the Energy Manager Duties (Schedule “E”)LDC in its sole discretion; (dc) if the Energy Manager is a current employee of the Participant, the Participant will provide to the IESO LDC a written commitment, commitment from a senior officer, officer that such employee’s previous job will be or has been or will be filled by another employee; (d) no later than the tenth (10) Business Day prior to the 90th day of the commencement of the Energy Manager’s employment, the Participant will deliver a written notice to the LDC confirming that the Participant will continue to employ the Energy Manager for the balance of the term of this Agreement; (e) provide suitable operational support and work supplies to the Energy Manager to allow the Energy Manager to perform the Energy Manager Duties their duties as detailed in Section3 (Schedule “E”)a)of this agreement; (f) undertake Commercially Reasonable Efforts to achieve the Minimum Annual Savings TargetTarget or the Adjusted Annual Savings Target within 12 months after the Energy Manager’s start date or the anniversary thereof, if applicable, as evidenced by implemented Projects, documented in Projects and as verified using the Annual Report International Performance Measurement and confirmed by the Technical Reviewer;Verification Protocol (IPMVP); and (g) ensure that at least 10% of the Confirmed Annual Energy Savings Target is attributed to new Projects arising from or related to the Energy Manager Duties Manager’s duties set out in SCHEDULE “B” and is not financed by any incentives received from the IESO, Enbridge Gas, IESO or an LDC or the Province of Ontario, Ontario or the Government of Canada; (h) immediately report to the IESO of any financial incentives received from IESO, Enbridge Gas, the Government of Canada, any Provincial/Territorial Government, or any Municipal Government in addition to the Participant Incentive, to be used for the purposes of the Costs of Hiring an Energy Manager; and (i) immediately advise the IESO of any changes to the Project(s) or employment of the Energy Manager that may impact either: (i) the payment of the Participant Incentive under this Agreement; or (ii) the achievement of the Minimum Annual Savings Target. The Participant represents and warrants that the Energy Manager is not being employed or retained by the IESO or the LDC or their respective successors or assigns and that the Participant will have no claim against the IESO or the LDC or their respective successors in respect of its employment of the Energy Manager by the Participant and shall indemnify, defend and hold the IESO and the LDC and their respective affiliates, and each of their respective directors, officers, employees, shareholders, advisors, and agents harmless form and against any and all claims, demands, suits, losses, damages, liabilities, penalties, obligations, payments, costs and expenses and accrued interest on, any and all related actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, settlements and compromises relating thereto and all connected reasonable lawyers' fees and reasonable disbursements) asserted by a third party against or suffered by the Participant relating to, in connection with, resulting from, or arising out of the negligence or wilful misconduct of the Energy Manager.

Participant’s Obligations. In addition to all other obligations contained in this Agreement, the Participant will fulfill the following obligations, unless otherwise approved by the IESO: (a) : engage an Energy Manager within three (3) months of executing this Agreement, to complete, at a minimum, the Energy Manager Duties (Schedule “E”); (b) ; employ the Energy Manager on a full time basis for at least the duration of the Funding Period and the Participant shall, as soon as reasonably practicable, provide notice to the IESO confirming that the Participant has employed an Energy Manager; (c) ; ensure that the Energy Manager meets the Energy Manager Eligibility Criteria (Schedule “F”) and has the demonstrated technical ability to perform the Energy Manager Duties (Schedule “E”); (d) ; if the Energy Manager is a current employee of the Participant, the Participant will provide to the IESO a written commitment, from a senior officer, that such employee’s previous job has been or will be filled by another employee; (e) ; provide suitable operational support and work supplies to the Energy Manager to allow the Energy Manager to perform the Energy Manager Duties (Schedule “E”); (f) ; undertake Commercially Reasonable Efforts to achieve the Minimum Annual Savings Target, as evidenced by implemented Projects, documented in the Annual Report and confirmed by the Technical Reviewer; (g) ; ensure that at least 10% of the Confirmed Annual Energy Savings is attributed to new Projects arising from or related to the Energy Manager Duties and is not financed by any incentives received from the IESO, Enbridge Gas, the Province of Ontario, or the Government of Canada; (h) ; immediately report to the IESO of any financial incentives received from IESO, Enbridge Gas, the Government of Canada, any Provincial/Territorial Government, or any Municipal Government in addition to the Participant Incentive, to be used for the purposes of the Costs of Hiring an Energy Manager; and (i) and immediately advise the IESO of any changes to the Project(s) or employment of the Energy Manager that may impact either: (i) : the payment of the Participant Incentive under this Agreement; or (ii) or the achievement of the Minimum Annual Savings Target. The Participant represents and warrants that the Energy Manager is not being employed or retained by the IESO or their respective successors or assigns and that the Participant will have no claim against the IESO or their respective successors in respect of its employment of the Energy Manager by the Participant and shall indemnify, defend and hold the IESO and their respective affiliates, and each of their respective directors, officers, employees, shareholders, advisors, and agents harmless form and against any and all claims, demands, suits, losses, damages, liabilities, penalties, obligations, payments, costs and expenses and accrued interest on, any and all related actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, settlements and compromises relating thereto and all connected reasonable lawyers' fees and reasonable disbursements) asserted by a third party against or suffered by the Participant relating to, in connection with, resulting from, or arising out of the negligence or wilful misconduct of the Energy Manager.

Participant’s Obligations. In addition to all the other obligations contained in this Agreement, the Participant will fulfill the following obligations, unless otherwise approved by the IESO: (a) engage enter into an employment agreement with the Energy Manager within three (3) months of executing this AgreementManager, to completewhich will contain, at a minimum, the Energy Manager Duties (duties attached hereto in Schedule “EB”), and respect the terms and conditions of such employment agreement; (b) the Participant will employ the Energy Manager on a full time basis for at least the duration of the Funding Period and the Participant shall, as soon as reasonably practicable, provide notice to the IESO confirming that the Participant has employed an Energy Manager; (c) will ensure that the Energy Manager meets is professionally designated as a certified engineering technician or technologist, Certified Energy Manager, or a licensed professional engineer in the province of Ontario, with a strong background in commercial, institutional or industrial energy use, as applicable, and energy management. Training for the certified energy manager program may be made available by the IESO and, if made available, the Energy Manager Eligibility Criteria (Schedule “F”) and has the demonstrated technical ability to perform shall attend such certified energy manager program unless the Energy Manager Duties is already designated as a Certified Energy Manager by the Association of Energy Engineers. Notwithstanding whether training for the certified energy manager program is made available by the IESO, the Participant shall ensure that the Energy Manager is designated as a Certified Energy Manager within one (Schedule “E”)1) year of the Energy Manager’s employment start date; (dc) if the Energy Manager is a current employee of the Participant, the Participant will provide to the IESO a written commitment, commitment from a senior officer, officer that such employee’s previous job has been or will be filled by another employee; (d) no later than the tenth (10) Business Day prior to the 90th day of the commencement of the Energy Manager’s employment, the Participant will deliver a written notice to the IESO confirming that the Participant will continue to employ the Energy Manager for the balance of the term of the Energy Manager’s employment agreement; (e) provide suitable operational support and work supplies to the Energy Manager to allow the Energy Manager to perform their duties under the Energy Manager Duties (Schedule “E”)employment agreement; (f) undertake Commercially Reasonable Efforts to achieve the Minimum Annual Savings Target, as adjusted, for each 12 month period of this Agreement commencing as of the Energy Manager’s employment start date or an anniversary thereof as evidenced by implemented Projects, documented in Projects or issuance of purchase orders for Projects to be implemented and as verified using the Annual Report International Performance Measurement and confirmed by the Technical Reviewer;Verification Protocol (IPMVP) as a guideline; and (g) ensure that at least 10% of the Confirmed Annual Energy Savings Target is attributed to new Projects arising from or related to the Energy Manager Duties Manager’s duties set out in Schedule “B” and is not financed by any incentives received from the IESO, Enbridge Gas, the Province of Ontario, or the Government of Canada; (h) immediately report to the IESO of any financial incentives received from IESO, Enbridge Gas, the Government of Canada, any Provincial/Territorial Government, or any Municipal Government in addition to the Participant Incentive, to be used for the purposes of the Costs of Hiring an Energy Manager; and (i) immediately advise the IESO of any changes to the Project(s) or employment of the Energy Manager that may impact either: (i) the payment of the Participant Incentive under this Agreement; or (ii) the achievement of the Minimum Annual Savings Target. The Participant represents and warrants that the Energy Manager is not being employed or retained by the IESO or their respective successors or assigns and that the Participant will have no claim against the IESO or their respective successors in respect of its employment of the Energy Manager by the Participant and shall indemnify, defend and hold the IESO and their respective affiliates, and each of their respective directors, officers, employees, shareholders, advisors, and agents harmless form and against any and all claims, demands, suits, losses, damages, liabilities, penalties, obligations, payments, costs and expenses and accrued interest on, any and all related actions, suits, proceedings for personal injury (including death) or property damage, assessments, judgments, settlements and compromises relating thereto and all connected reasonable lawyers' fees and reasonable disbursements) asserted by a third party against or suffered by the Participant relating to, in connection with, resulting from, or arising out of the negligence or wilful misconduct of the Energy Manager.