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Home My WebLink AboutCORRESPONDENCE - RFP - 7496 LEED / SUSTAINABILITY CONSULTING SERVICES (2)1ujb ARCHITECTURAL ENERGY C 0 R P 0 R A T 1 0 N April 29, 2014 City of Fort Collins, Colorado Attn: Contracts Manager PO Box 580 Fort Collins, CO 80522 C O L 0 R A D O • C A L I F O R N I A V I R G IN IA NEW JERSEY NEW YORK 2540 Frontier Avenue, Suite 100 • Boulder, Colorado 80301 • 303.444.4149 v fr 53t024 - lub L/ 6, RE: NOTICE OF MERGER AND CONSENT TO ASSIGNMENT Dear Customer: This is to inform you that on July 1, 2014, Architectural Energy Corporation ("AEC') will enter into an agreement to merge AEC into NORESCO, Inc. ("NORESCO"). Both AEC and NORESCO are wholly -owned subsidiaries within United Technologies Corporation ("UTC") and have been operating as Energy and Sustainability Services affiliates for the past four years. Additionally, Dome -Tech, Inc., another affiliate within the Energy and Sustainability Services group will be merged into NORESCO at the same time. Throughout this process and moving forward, rest assured that our engagements with you will remain unaffected inasmuch as you will continue to receive services under the same terms and conditions, with the same expertise and without interruption. Your points of contacts will not change and neither will your rights and remedies per your contract. AEC was founded in 1982 and is a leading energy engineering and sustainable design consulting firm, providing our clients with recommendations for peak building performance over the life of their facilities. Our affiliate, NORESCO, is one of the largest energy services companies in the U.S., having guaranteed more than $3 billion in energy and operating cost savings at more than 7,000 facilities over the past 28 years. This merger is an exciting step forward, as the combined company will enable us to provide customers across all of our markets with greater access to a full suite of energy and sustainability solutions, superior financial backing and the benefits that come from our collective operational expertise and assets. Combined, the group will have more than SSO employees in 2S offices across the U.S., dedicated to servicing its customers. The main operating entity for NORESCO is NORESCO, LLC, which is also a wholly owned subsidiary of UTC. Therefore, immediately following the transaction described above, NORESCO intends to assign its rights and obligations under its existing contracts (the "Assignment') to NORESCO, LLC in order to consolidate all its business at the same main operating entity. As such, we respectfully request that you consent to the Assignment by signing the enclosed Consent to Assignment ("CTA") and returning the executed copy via email to dsheridon@noresco.com or to the address below: A13118 PAGE 3 OF 4 CONSENT TO ASSIGNMENT This Consent to Assignment ("CTA") is by and between NORESCO, Inc., ("Assignor") a Delaware Corporation, and the City of Fort Collins, Colorado ("Customer"�-. `Customer hereby consents to the assignment ("Assignment") by Assignor to NORESCO, LLC ("Assignee") of the entirety of the rights, title and interest that NORESCO may have in and to the agreements described in Exhibit A, attached hereto and incorporated herein by this reference the "Assigned Agreement(s)", as of the date of last signature hereunder (the Effective Date") under the following terms and conditions: 1. Customer hereby consents to the Assignment and waives all rights it may have to terminate the Assigned Agreement(s) or to allege a breach of or pursue remedies under the Assigned Agreement(s) solely in connection with or as a result of the Assignment. 2. Except as expressly set forth herein, nothing in this Consent to Assignment or in any written instrument or instruments evidencing the Assignment shall be construed to: (i) modify, waive, impair or otherwise affect any of the terms of the Assigned Agreement(s) with respect to Customer, on one hand, and Assignor and Assignee, on the other hand, or (ii) expand, limit or otherwise modify any of Customer's right or Assignor's rights or obligations under the Assigned Agreement(s). 3. Upon consummation of the Assignment, Assignee will assume responsibility for any liability arising out of or relating to the performance of any obligations under the Assigned Agreement(s) accruing on or after the Effective Date. 4. This CTA is limited to the Assignment, and Customer otherwise reserves its rights under the Assigned Agreement(s) to consent to any further assignment. 5. Other than explicitly provided herein, this CTA is neither a modification of nor amendment to the Assigned Agreement(s) Acknowledged and agreed to Gerry Paul sy: / City of Fort Collins, Colorado Title: Director of Purchasing & Risk Management 2014. Improving building performance since 1982 www.archenergyxom 5/30/2014 Search Results Current Search Tennst nor Is nor search for "Noresco*" returned the folbvnng i i Notice: This printed document represents only the ;your complete search results, you can dovmbad th Entlty NORESCO, LLC DUNS: 606727402 Has Active Exclusion]: No Expiration Date: 11/05/2014 SAM I System for Award Ma nagement 1.0 System for Atnard Management Glossary of your SAM search results. More results may, be avaiable. To print print lt. 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