Topic:"Contract Terms" in M08604

c.380, as amended from 32 time to time. 33 (b) "Agreement" means this agreeme nt between NSPI and EfficiencyOne including 34 all Schedules attached hereto. 35 (c) "Business Day" means Monday to Friday, except federal , provincial, and civi...

AI summary The text defines key terms in a supply agreement between NSPI and EfficiencyOne, including the 'EECA Plan' approved by the UARB. It outlines contractual obligations, definitions of consequential losses, and references to schedules and approvals by regulatory bodies.

ays unless Business Day is 2 specified, (ii) weeks and months shall refer to calendar weeks and months, 3 respectively, and (iii) years shall refer to calendar years; 4 U) in computing any period of time prescribed or allowed under this Ag...

AI summary The text defines key terms, establishes rules for computing time periods, and outlines the hierarchy of documents in case of conflicts. It emphasizes the complementary nature of Contract Documents and specifies that Sections 1–27 take precedence over schedules.

r performance of the EECA. EfficiencyOne 24 and its Subcontractors shall not cause, permit or suffer the Release of a Hazardous 25 Substance in contravention of any Environmental Laws. 26 8.2 Notwithstanding any other provision in this Agr...

AI summary The agreement mandates EfficiencyOne to comply with environmental laws, indemnify NSPI against hazardous substance releases, and uphold contractual obligations including capacity, authority, and performance guarantees. EfficiencyOne must also ensure no breaches of environmental regulations occur during project execution.

tion, proceeding, breach, default or financial circumstance that would 3 adversely affect EfficiencyOne's ability to perform its obligations under this 4 Agreement; 5 (d) it will furnish all labour, materials, products, tools, and other ne...

AI summary EfficiencyOne's obligations under the EECA agreement include ensuring performance, compliance with laws, obtaining permits, and acting as the Franchise Holder. The agreement outlines requirements for labor, materials, permits, and adherence to federal, provincial, and municipal regulations.

ion by EfficiencyOne contrary to the terms of 20 this Agreement or the Act, or in consequence of EfficiencyOne's contravention of CASL. 21 12. PERFORMANCE REQUIREMENTS AND EVALUATIONS 22 12.1 EfficiencyOne's performance under the terms of...

AI summary The text outlines contractual obligations between EfficiencyOne and NS Power under the Electricity Efficiency and Conservation Act, including performance evaluation requirements set by the UARB, force majeure provisions, and compliance with CASL. It emphasizes adherence to legal standards and mitigation of disruptions.

is Agreement by EfficiencyOne excepting only to the extent caused by 17 the negligence or wilful misconduct of NSPI or NSPl's directors, officers, servants, 18 agents or employees. 19 14.3 NSPI agrees to indemnify and save harmless Efficie...

AI summary The agreement between NSPI and EfficiencyOne includes mutual indemnification clauses, excluding liability for negligence or wilful misconduct by either party. NSPI agrees to indemnify EfficiencyOne against liabilities arising from breaches of the agreement, except those caused by EfficiencyOne's negligence. The provisions cover legal costs, claims, and various legal theories including breach of contract and tort.

its employees, agents or 19 representatives; and 20 (b) NSPl's liability for payment of the Contract Price pursuant to the Agreement or 21 the Act. 22 16. INSURANCE 23 16.1 EfficiencyOne shall obtain, maintain and pay for, during the entir...

AI summary The document outlines insurance requirements for EfficiencyOne under an agreement with NSPI, mandating general liability and environmental impairment coverage with specified limits. NSPI is named as an additional insured, and policies must be primary and non-contributing with other insurance.

f 32 interest and blanket contractual liability. 33 (b) Environmental impairment insurance with limits of not less than five million 34 dollars ($5,000,000); 35 (c) Automobile liability insurance in respect of licensed vehicles shall have...

AI summary The text outlines insurance requirements for EfficiencyOne under an EECA agreement with NSPI, specifying coverage limits for environmental impairment, automobile liability, and property insurance, including subrogation restrictions. These terms are part of contractual obligations ensuring liability protection and financial safeguards.

ately upon receipt of such termination notice, EfficiencyOne will 13 Supply Agreement 1 discontinue all EECA under this Agreement and will only finish such portions of the 2 EECA as may be necessary to preserve and protect the EECA already...

AI summary The agreement outlines termination procedures for EfficiencyOne's EECA obligations, requiring them to discontinue services upon notice and fulfill remaining obligations. EfficiencyOne must return unspent funds and provide transition assistance to NSPI, with compensation for services rendered. The agreement is subject to UARB supervision.

.................................... ................................... 6 6 5. NOTIFICATION OF SIGNIFICANT CHANGES..................................................................6 7 6, SAFETY.................................. .............

AI summary The text outlines contractual clauses covering notification of changes, safety, property protection, environmental compliance, EfficiencyOne's covenants, subcontractor management, confidentiality, performance requirements, force majeure, indemnity, liability limits, and insurance provisions.

mended from 32 time to time. 33 (b) “Agreement” means this agreement between NSPI and EfficiencyOne including 34 all Schedules attached hereto. 35 (c) “Business Day” means Monday to Friday, except federal, provincial, and civic 36 holidays...

AI summary The document outlines a supply agreement between Nova Scotia Power Inc. (NSPI) and EfficiencyOne, defining key terms such as 'Agreement,' 'Contract Price,' and 'EECA Plan.' The agreement includes provisions for defining events of default and other contractual obligations.

Business Day is 2 specified, (ii) weeks and months shall refer to calendar weeks and months, 3 respectively, and (iii) years shall refer to calendar years; 4 (j) in computing any period of time prescribed or allowed under this Agreement, t...

AI summary The text defines key contractual terms, including the calculation of time periods and the hierarchical precedence of agreement sections. It emphasizes mutual collaboration in drafting and prohibits presumptions about preparation responsibilities or adverse interpretations against either party.

Sections 1 to 27; 23 (b) Schedule “A” - Electricity Efficiency and Conservation Activities; and 24 (c) all other Schedules. 25 2. TERM & RESERVATION OFRIGHTS 26 2.1 The term of this Agreement shall be one (1) year from the Effective Date a...

AI summary This agreement outlines a one-year term (2019) for NSPI to purchase Electricity Efficiency and Conservation Activities (EECA) from EfficiencyOne, with compliance to the Act and UARB oversight. It emphasizes professional execution, environmental safety, and adherence to legal requirements.

r performance of the EECA. EfficiencyOne 24 and its Subcontractors shall not cause, permit or suffer the Release of a Hazardous 25 Substance in contravention of any Environmental Laws. 26 8.2 Notwithstanding any other provision in this Agr...

AI summary The agreement outlines EfficiencyOne's obligation to comply with environmental laws and prohibits the release of hazardous substances. It also requires EfficiencyOne to indemnify NSPI against any costs arising from such releases or breaches of environmental regulations.

liance by any suppliers and Subcontractors; 23 (i) it is the Franchise Holder pursuant to the Act; 24 (j) it is not a non-resident of Canada for the purposes of the Income Tax Act, 25 (k) it will execute or cause to be made, done and execu...

AI summary The agreement outlines EfficiencyOne's obligations to deliver the EECA, including subcontracting without NSPI approval, ensuring compliance with licensing laws, and notifying UARB/NSPI of supply disruptions. EfficiencyOne remains fully responsible for subcontractor performance and adherence to contractual terms.

l be in breach of its obligations under this Agreement where failure to 27 perform or delay in performance of any obligation is due, wholly or in part, to a Force 28 Majeure Event. 29 13.2 Each Party shall notify the other Party promptly o...

AI summary The agreement outlines Force Majeure provisions requiring prompt notification and mitigation efforts to address disruptions. It clarifies that certain failures, such as EfficiencyOne's, do not qualify as Force Majeure. Section 14 introduces an indemnity clause, though its details are truncated.

10 ■ Supply Agreement 1 15.2 EfficiencyOne’s total liability to NSPI with respect to the performance or non­ 2 performance under this Agreement or for any actions undertaken in connection with or 3 related to this Agreement shall be limite...

AI summary The Supply Agreement between EfficiencyOne and NSPI limits each party's liability to $2 million, with exceptions for indemnification, wilful misconduct, fraud, and refund obligations under the Act. EfficiencyOne's liability excludes third-party claims, while NSPI's liability excludes payment obligations under the Contract Price.

NSPI or its employees, agents or 19 representatives; and 20 (b) NSPI’s liability for payment of the Contract Price pursuant to the Agreement or 21 the Act. 22 16. INSURANCE 23 16.1 EfficiencyOne shall obtain, maintain and pay for, during t...

AI summary The text outlines insurance requirements for EfficiencyOne under a contract with NSPI, mandating general liability and environmental impairment coverage with minimum limits of $5 million. NSPI is named as an additional insured, and policies must be primary and non-contributing with NSPI's other insurance.

32 interest and blanket contractual liability. 33 (b) Environmental impairment insurance with limits of not less than five million 34 dollars ($5,000,000); 35 (c) Automobile liability insurance in respect of licensed vehicles shall have li...

AI summary The text outlines insurance requirements for EfficiencyOne under a supply agreement, including environmental impairment insurance, automobile liability coverage with specific limits, and property insurance. It specifies that property insurance must cover full replacement value without allowing subrogation claims against NSPI.

ion, and it shall be EfficiencyOne's duty and responsibility to impose upon each Subcontractor the same responsibilities and obligations imposed upon EfficiencyOne under such provisions. 16.4 EfficiencyOne agrees to provide proof of insura...

AI summary The agreement outlines EfficiencyOne's obligations to subcontractors, annual insurance requirements for NSPI, and intellectual property rights. EfficiencyOne retains ownership of its brands, while NSPI's brands are exclusively owned by NSPI. Both parties must return or destroy each other's intellectual property upon termination.

tion from NSPI return or destroy, as instructed by NSPI, the NSPI Brands. Supply Agreement 1 18. LIENS AND CLAIMS 2 18.1 EfficiencyOne shall indemnify and hold harmless NSPI, NSPI’s parent and their 3 subsidiaries and affiliates (collectiv...

AI summary EfficiencyOne is required to indemnify NSPI and its affiliates against losses, costs, and legal fees arising from liens or claims related to subcontractors or third parties involved in the Electricity Efficiency and Conservation Act (EECA). This obligation covers claims for payment, liens, or encumbrances on NSPI's property.

.................................... ................................... 6 6 5. NOTIFICATION OF SIGNIFICANT CHANGES..................................................................6 7 6, SAFETY.................................. .............

AI summary The document outlines contractual terms and conditions, including notifications, safety protocols, property protection, environmental considerations, EfficiencyOne's covenants, subcontractor management, confidentiality, performance requirements, force majeure, indemnity, liability limits, and insurance. These sections form part of a legal agreement or regulatory framework involving EfficiencyOne.

..........................................16 27 26. GENERAL........................ 17 Supply Agreement for Compliance Filina - ' - -1- EFFICIENCYONE 2019 DSM FILING 2019 Snpply Agreement 1 27. SURVIVAL.... ....................... ...........

AI summary The document outlines a 2019 supply agreement between EfficiencyOne and Nova Scotia Power Inc. (NSPI) for compliance filing, including schedules related to electricity efficiency activities, compensation, performance requirements, and confidentiality. The agreement became effective January 1, 2019.

mended from 32 time to time. 33 (b) “Agreement” means this agreement between NSPI and EfficiencyOne including 34 all Schedules attached hereto. 35 (c) “Business Day” means Monday to Friday, except federal, provincial, and civic 36 holidays...

AI summary The text defines key terms in a supply agreement between NSPI and EfficiencyOne, including definitions for 'Agreement,' 'Contract Price,' 'EECA Plan,' and 'Event of Default,' among others. The document outlines contractual obligations and reference materials.

idelines, orders, approvals, notices, permits or directives having the force of 20 law, in effect as at the date hereof and as may be brought into effect at future 21 date. 22 (k) “Force Majeure Event” means any event or circumstance not r...

AI summary The text defines 'Force Majeure Event' as unforeseeable events beyond a party's control, including natural disasters and acts of government, while explicitly excluding delays due to negligence, breaches, or legal violations. Adverse weather not specified in the list is also excluded.

any costs, liabilities or damages arising out of a settlement of a claim by 27 the indemnified party, with or without the consent of the indemnifying 28 party. 29 (q) "Law” means the common law, the law of equity and all federal or provinc...

AI summary The text defines legal terms in a supply agreement between Nova Scotia Power Inc. (NSPI) and EfficiencyOne, including liability, applicable laws, and significant changes. It references the Act and environmental regulations affecting the agreement.

er” and words of similar or like 25 import refer to this entire Agreement and not to any particular Section, Schedule 26 or other subdivision of this Agreement; 27 (e) references to a particular “Section” or “Schedule” are, unless otherwis...

AI summary The text defines interpretive rules for a supply agreement, clarifying terms like 'Section,' 'Schedule,' and references to laws. It emphasizes that terms should be construed broadly, with attachments and amendments included, and that references to laws are current as of any given time.

r performance of the EECA. EfficiencyOne 24 and its Subcontractors shall not cause, permit or suffer the Release of a Hazardous 25 Substance in contravention of any Environmental Laws. 26 8.2 Notwithstanding any other provision in this Agr...

AI summary The agreement outlines EfficiencyOne's obligations to comply with environmental laws, including prohibitions on hazardous substance releases, and requires indemnification of NSPI for any resulting costs. EfficiencyOne also warrants its capacity to perform under the contract and ensures no adverse factors will hinder compliance.

liance by any suppliers and Subcontractors; 23 (i) it is the Franchise Holder pursuant to the Act; 24 (j) it is not a non-resident of Canada for the purposes of the Income Tax Act, 25 (k) it will execute or cause to be made, done and execu...

AI summary EfficiencyOne retains full responsibility for delivering the EECA, even when subcontracting, and must notify UARB and NSPI of potential supply disruptions. Subcontractors do not require NSPI's prior approval, but EfficiencyOne remains liable for their performance.

ts and omissions of Subcontractors and of persons directly or indirectly 5 employed by them, as if they were acts and omissions of persons directly employed by 6 EfficiencyOne. 7 10.3 Nothing contained in the Contract Documents shall creat...

AI summary The agreement outlines subcontractor liability, confidentiality obligations, performance evaluation criteria under the UARB, and force majeure provisions. EfficiencyOne is responsible for securing NSPI's personal information and indemnifying NSPI for breaches, including CASL violations. Performance is measured via UARB-established metrics in Schedule C.

One, or others for whom EfficiencyOne is responsible 2 constitute an event of Force Majeure or result in an extension of the time to perform the 3 EECA. 4 14. INDEMNITY 5 14.1 EfficiencyOne shall assume all risk of loss, damage or injury,...

AI summary EfficiencyOne assumes liability for losses caused by its actions, excluding those due to NSPI's negligence, and agrees to indemnify NSPI against claims arising from breaches of the agreement, except when NSPI is at fault. The clause also addresses Force Majeure events affecting performance timelines.

heory whatsoever including without limitation, claims 29 based upon breach of contract, failure to meet performance guarantees, tort (including 30 negligence) and strict liability. 31 14.5 EfficiencyOne shall defend, indemnify and hold har...

AI summary EfficiencyOne agrees to indemnify NSPI against third-party claims of intellectual property infringement related to EECA obligations, covering legal fees and settlements. Both parties limit liability for consequential losses arising from agreement performance or non-performance.

10 ■ Supply Agreement 1 15.2 EfficiencyOne’s total liability to NSPI with respect to the performance or non­ 2 performance under this Agreement or for any actions undertaken in connection with or 3 related to this Agreement shall be limite...

AI summary The supply agreement between EfficiencyOne and NSPI limits each party's liability to $2 million, except for indemnification obligations, wilful misconduct, fraud, or refund obligations. EfficiencyOne's liability excludes third-party claims and refunds, while NSPI's liability excludes payments for the contract price.

NSPI or its employees, agents or 19 representatives; and 20 (b) NSPI’s liability for payment of the Contract Price pursuant to the Agreement or 21 the Act. 22 16. INSURANCE 23 16.1 EfficiencyOne shall obtain, maintain and pay for, during t...

AI summary The document outlines contractual obligations between NSPI and EfficiencyOne, focusing on liability provisions and insurance requirements. EfficiencyOne must maintain specific insurance coverage, including general liability and environmental impairment policies, with NSPI named as an additional insured. These terms are part of the agreement's contractual framework.

32 interest and blanket contractual liability. 33 (b) Environmental impairment insurance with limits of not less than five million 34 dollars ($5,000,000); 35 (c) Automobile liability insurance in respect of licensed vehicles shall have li...

AI summary The text outlines insurance requirements for EfficiencyOne under a supply agreement related to the EECA. It mandates environmental impairment insurance, automobile liability coverage, and property insurance with specific limits and conditions, including subrogation restrictions against NSPI.

ally liable or responsible used in performance of the EECA for the full replacement value, which insurance shall not allow subrogation claims by the insurer against NSPI. (e) To the extent that the EECA includes the provision of profession...

AI summary The document outlines insurance requirements for EfficiencyOne (E1) under the EECA agreement with Nova Scotia Power Inc. (NSPI), including professional liability, workers' compensation, and consequences for non-compliance. NSPI may recover insurance costs if E1 fails to maintain required policies, and E1 must cover deductibles and ensure subcontractor compliance.

ion, and it shall be EfficiencyOne's duty and responsibility to impose upon each Subcontractor the same responsibilities and obligations imposed upon EfficiencyOne under such provisions. 16.4 EfficiencyOne agrees to provide proof of insura...

AI summary The agreement outlines EfficiencyOne's responsibility to enforce subcontractor obligations, annual insurance proof requirements, and intellectual property ownership terms. NSPI acknowledges EfficiencyOne's branding rights, while NSPI's brands remain its exclusive property. Both parties must return or destroy each other's intellectual property upon termination.

pon receipt of such termination notice, EfficiencyOne will 13 Supply Agreement 1 discontinue ail EECA under this Agreement and will only finish such portions of the 2 EECA as may be necessary to preserve and protect the EECA already in pro...

AI summary The text outlines termination clauses in a supply agreement between EfficiencyOne and NSPI, detailing obligations upon termination, including discontinuation of EECA activities, financial claims, and transition assistance. It also notes UARB's supervisory role and defines events of default.

r other officer having similar powers over either Party its business or 39 assets, or the making of any assignment by either Party for the benefit of its 40 creditors. 14 Supply Agreement 1 20.5 If a breach notified pursuant to Sections 20...

AI summary The text outlines contractual clauses for breach correction, termination rights upon default, and notification procedures in a supply agreement between Nova Scotia Power Inc. (NSPI) and EfficiencyOne. It specifies conditions for curing breaches, the role of the UARB in termination applications, and detailed mailing addresses for both parties.