Agenda

United States patent or copyright, if ESCO is promptly provided Notice and given authority,
information, and assistance in a timely manner for the defense of said suit or proceeding.
ESCO will pay the damages and costs awarded in any suit or proceeding so defended.
ESCO will not be responsible for any settlement of such suit or proceeding made without
its prior written consent. In case the Work, or any part thereof, as a result of any suit or
proceeding so defended is held to constitute infringement or its use by Customer is

5.15 Shutdown of Services

in the Work budget and added to the contingency line item or the Contract Price reduced by
that amount.

5.11 Utilities

The Customer shall provide and pay for water, heat, fuel and utilities consumed by ESCO or
in any additional equipmentthat may be used by ESCO during performance of the Work,
including, for example, generators. ESCO shall install and pay for any facilities or
modifications not already in existence that are necessary to access such water, heat, and
utilities during the Work.

5.12 Concealed or Unknown Conditions

or failure to perform its obligations under this Contract, then ESCO will notify Customer in
writing of the existence, extent of, and reasons for such delay. ESCO shall have no claim for
additional compensation on account of such delays but ESCO and Customer may extend
the contract time by revision to the Scope of Work for such reasonable time as they shall
agree. If Customer determines that a delay described in the first sentence of this section will
result in ESCO not completing the Work for a period of ninety (90) days or more, then

and disposal plans and document before disposal begins and document actual disposal to
Customer immediately after disposal. ESCO will be responsible for disposal of asbestos
containing building material in the boiler rooms related to the demolition of existing boilers
and piping. ESCO will use licensed asbestos abatement contractors and 3" party testing.

Excluded Materials and Activities

5.4 Relationship with Maintenance Staff

ESCO shall cooperate with Customer’s operating and maintenance personnel, train said

coordinate the Work on a planned and programmed basis including the specific actions
described in Attachment 2 - Maintenance and Service Agreement. ESCO shall deliver a
preventive maintenance schedule and procedures for any equipment installed as part of the
Work.

5.5 Material and EquipmentInstalled

5.2 Specifications of Work

5. The Work
5.1 Time for Performance and Project Acceptance

Customer shall send the Notice to Proceed to ESCO on closing financing. The Notice to
Proceed shall clearly identify which measures, defined in the Final Investment Grade Audit,

management, monitoring and verification services as described in Attachment 3 - Project
Cost. The continuing payment for monitoring and verification services and any operating
services described in Attachment 2 - Maintenance and Service Agreement shall be a
condition for the continuing effectiveness of the Performance Guarantee.

4. Price and Terms
4.1 Contract Price