5.15 Shutdown of Services
ESCO hereby acknowedges that continuous operation of services, including but not limited
to heat, water, domestic hot water, electricity, gas, sanitary facilities, elevators, fire alarms
or protections, and access to the property, or common areas is essential to the operation of
the Customer's properties as reflected in the Standards of Comfort. If any such service, or
access to the property, or any common area is to be discontinued for any period of time in
order to perform the Work (including actions described within the Scope of Work), ESCO
shall give the Customer as much notice in writing as is practicable, but in no event less than
seven (7) days in which event the Customer shall, by written response, approve
unconditionally or with conditions such shutdown of services and the timing thereof.
The use of any portion of the Premises by ESCO for parking or staging areas for the Work
shall be expressly approved by Customer prior to the Commencement of the Work. Such
conditional approval may include a requirement for ESCO to provide and pay for temporary
services, may limit the time period for which services or access may be shut down, or may
require other actions, accommodations or expenditures on the part of ESCO. With respect
to fire alarm or other fire protections, ESCO shall also notify the local fire department of any
shutdown of service and notify the fire department when such service is restored.
The Customer acknowedges that such shutdowns may be necessary to perform the Work
from time to time and will not unreasonably withhold approval. The Customer agrees to
communicate with occupants on plans to shut down services or access and temporary
measures, if any, which will be made in such circumstances.
5.16 Indemnification and Limitation of Liability (Non-Patent or Copyright)
ESCO shall be responsible for the Work and take all precautions for preventing injuries to
persons and property in or about the Work and shall bear the costs of all losses or damages
resulting from or on account of the Work. ESCO shall pay or cause payment to be made for
all labor performed or furnished and for all material used or employed in carrying out this
Contract. ESCO shall assume the defense of, indemnify and hold harmless the Customer
and its officers and agents from all claims relating to:
1) Labor performed or furnished and materials used or employed for the Work;
2) Injuries to any person received or sustained by or from ESCO and its employees,
subcontractors and its employees, any agents, suppliers and invitees indoing
the Work, or as a consequence of any improper materials, implements of
labor used or employed therein; and
3) Any act, omission, or neglect of ESCO and any employees, subcontractors
and employees, agents, suppliers and invitees.
5.17 Indemnification (Patent and Copyright)
(a) ESCO will, at its own expense, defend or at its option settle any suit or proceeding
brought against Customer in so far as itis based on an allegation that any Work(induding
parts thereof), or use thereof for its intended purpose, constitutes an infringement ofany
16 ESCO Contract — Nashua Schools & EEI, Inc.
