which must be consistent with any corresponding dates identified in the EAA unless the Customer agrees otherwise. 3.3A The ESCO must complete the EPC Solutions works on or before the contractual completion date. Due care and skill: The ESCO acknowledges and agrees that at all times during this Agreement it shall be under an obligation to: design the EPC Solutions with due care, skill and diligence and in accordance with good industry practice; conduct the EPC Solutions works with due care, skill and diligence and in accordance with good industry practice; take care of property and persons; and use workmanship of a standard consistent with good industry practice and which is fit for its purpose. EPC Solutions works: Following the receipt of instructions from the Customer under Clause 3.2 or approval under Clause 4, the ESCO must undertake the EPC Solutions works and any additional EPC Solutions works (as the case may be) at the premises in accordance with the relevant works specification, by the contractual completion date. During the delivery period, the ESCO shall: give the Customer reasonable prior notice of its requirements for access and storage; comply with all applicable occupational health and safety legislation and safety rules and all reasonable instructions of the Customer; meet regularly with the Customer to provide progress reports on the installation procedure; not, without first obtaining the consent of the Customer, cause or permit any act which may unreasonably interfere with the use of the premises or the core business; assume full responsibility for the care of the EPC Solutions until completion; do all things necessary to protect all people from death or injury caused by the ESCO, its employees, agents or contractors, protect all property from loss or damage and promptly make good any damage to any property including that of the Customer or third parties arising from or in connection with the EPC Solutions works; not allow the delivery of any plant, material or other things before they are reasonably required in connection with the EPC Solutions works caused by the ESCO, its employees, agents or contractors; and ensure that utility services to or from the premises are not disconnected or disrupted at any time without the Customer’s consent and are promptly reinstated. The ESCO must, and must ensure that each of its employees, agents and subcontractors, at all times comply with any policies and practices of the Customer relating to safety, identification and interruptions to the core business. The Customer must provide its
– Typical adjustment factors affecting base year energy The size, construction, condition and state of repair of the premises; The use of the premises, including the and level of occupancy of the premises, the number of employees of the Customer employed on the premises and other occupants present at the premises; The lighting, temperature, humidification and ventilation levels of the premises and any operational procedures in relation to these; The heating and air conditioning equipment and other energy-consuming equipment at the premises, and the general level of repair and efficiency of this equipment; Weather conditions, relative to those weather conditions recorded in the EAA for the base year; The addition of new plant and/or equipment; and Any failure by the Customer to observe its obligations under this Agreement and, particularly, under Clause 9.4.
Fee and penalties summary Fee/payment and clause reference Detail Payable by whom Payable when Works specification fee (3.2(d)) For preparing works specification(s) for the EPC Specification. If parties cannot agree the works specification, the Customer must pay the works specification fee (set out in schedule 1) to the ESCO Customer On Customer deciding not to progress works (or as part of the EPC Solutions works contract sum if the works do go ahead. EAA Fee (3.2, 3.8) ESCO entitled to EAA Fee for preparing the EAA (as specified in Schedule 1) Customer On Customer deciding not to progress works (3.2(d)) Or On invoice by ESCO on the commencement date (3.8(d)) (the date the Agreement is signed). EPC Solutions works contract sum (3.8) For equipments design and installation. Customer In instalments on milestones in works specification Consents expenses (3.10(b)) For any expenses incurred by ESCO in obtaining consents as for Customer. Subject to prior written approval. Customer On invoice by ESCO. Changes to EPC solutions works (4.2, 16C)) For any changes to EPC Solutions works. If Customer is to bear the cost the Customer must approve first (not to Customer (unless cost to be borne by ESCO) As set out in amended works specification.
be unreasonably withheld). Equipment maintenance (6.8) Payment for maintenance of the equipment if maintained by ESCO Customer Amount and frequency to be specified in schedule 1. Training (6.10) Customer to pay for any ongoing training to be provided by ESCO. Customer must accept quote prior to training. Customer On invoice by ESCO. Savings guarantee (8.3) Customer is guaranteed the amount of the guaranteed energy savings each year. Guaranteed by ESCO Savings shortfalls (8.5) ESCO to pay Customer any shortfall in guaranteed savings. ESCO Within 10 business days of the Customer accepting that year’s audit. Excess savings (8.6) Shortfall can be reclaimed from Customer if there is any excess savings in subsequent years. Customer will reimburse shortfall payments up to the amount of the excess savings. Excess savings not required for reimbursement will be shared between the parties. Customer ESCO to invoice Customer. Customer to pay within 15 business days of the Customer receiving notice from the ESCO of the excess savings. Measurement and verification fee (8.7) Customer to pay ESCO for measurement and verification activities. Amount Customer Timing of payment to be specified in schedule 1.