Common use of Benchmarking Report Clause in Contracts

Benchmarking Report. (A) If the Benchmarking Report determines that the prices charged for the Benchmarked Services are not Comparable Prices, then, with effect from the date of the Benchmarking Report, the amount payable to Electrabel by NuclearSub for those Benchmarked Services (should such Services continue to be provided by a member of the ENGIE Group) shall be limited to the highest charges for Comparable Services within the Comparable Sample (excluding any Comparable Services which are an Outlier) (“Benchmarked Price”) and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. For the avoidance of doubt, if the Benchmarking Report determines that charges for Comparable Services within a Comparable Sample are higher than the Costs of the Benchmarked Services, the Costs of the Benchmarked Services shall continue to apply. (B) If the amount payable for the Benchmarked Services is limited to the Benchmarked Price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) adjusted in accordance with Clause 10.3(A), Electrabel may, not less than twelve (12) months after the date of the relevant Benchmarking Report (“Original Benchmarking Report”), by written notice to NuclearSub, propose an increased price for some or all of the Benchmarked Services if Electrabel considers (acting reasonably) that the market price for such services has increased. (C) NuclearSub shall promptly consider in good faith any proposal from Electrabel under Clause 10.3(B) and, if the Parties agree an increased price for some or all of the Benchmarked Services, then with effect from the date of such agreement, the amount payable to Electrabel by NuclearSub for such Benchmarked Services will be increased to such agreed increased price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. (D) If the Parties do not agree an increased price in accordance with Clause 10.3(C), Electrabel may re-benchmark some or all of the Benchmarked Services (“Re- Benchmarked Services”) in accordance with Clauses 10.2 to 10.4 (inclusive) provided that (i) Electrabel may not re-benchmark some or all of the Benchmarked Services more than twice over the Term (once prior to Completion of the LTO Services and once from the LTO Restart Date) and (ii) Clauses 10.2 to 10.4 (inclusive) shall be deemed to be modified as required to reflect the context of the re-benchmarking. (E) If the Benchmarking Report prepared and delivered to NuclearSub pursuant to Clause 10.3(D) (the “Revised Benchmarking Report”) determines that the Revised Benchmarked Price is higher than the Benchmarked Price determined in the Original Benchmarking Report, then, subject to Clause 10.3(F), with effect from the date of the Revised Benchmarking Report, the amount payable to Electrabel by NuclearSub for those Re-Benchmarked Services shall be increased to the Revised Benchmarked Price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. For the avoidance of doubt, if the Revised Benchmarked Price is lower than the Benchmarked Price, the Benchmarked Price shall continue to apply. (F) The amount payable to Electrabel by NuclearSub for any Re-Benchmarked Services under Clause 10.3(E) shall be no greater than the amount payable under and in accordance with the relevant Subcontract with the relevant Affiliate provided that such Subcontract remains in force as at the date of the Revised Benchmarking Report and, for the avoidance of doubt (i) the Revised Benchmarked Price shall not apply to such Re-Benchmarked Service; and (ii) the Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted to reflect the amount(s) payable under and in accordance with the relevant Subcontract. (G) For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇▇ shall not be required to reimburse any amounts paid to it under this Agreement as a result of any Benchmark Review. (H) The information contained in a Benchmarking Report or a Revised Benchmarking Report shall be treated as Confidential Information.

Benchmarking Report. 3.3.1 For the purposes of this Schedule "Benchmarking Report" shall mean the report produced by the benchmarker following the Benchmark Review and as further described in this Schedule; 3.3.2 The benchmarker shall prepare a Benchmarking Report and deliver it to the Buyer, at the time specified in the plan Approved pursuant to Paragraph 3.2.3, setting out its findings. Those findings shall be required to: (Aa) If include a finding as to whether or not a Benchmarked Service and/or whether the Benchmarked Deliverables as a whole are, Good Value; (b) if any of the Benchmarked Deliverables are, individually or as a whole, not Good Value, specify the changes that would be required to make that Benchmarked Service or the Benchmarked Deliverables as a whole Good Value; and (c) include sufficient detail and transparency so that the Party requesting the Benchmarking can interpret and understand how the Supplier has calculated whether or not the Benchmarked Deliverables are, individually or as a whole, Good Value. 3.3.3 The Parties agree that any changes required to this Contract identified in the Benchmarking Report determines that shall be implemented at the prices charged for the Benchmarked Services are not Comparable Prices, then, with effect from the date direction of the Benchmarking Report, the amount payable to Electrabel by NuclearSub for those Benchmarked Services (should such Services continue to be provided by a member of the ENGIE Group) shall be limited to the highest charges for Comparable Services within the Comparable Sample (excluding any Comparable Services which are an Outlier) (“Benchmarked Price”) and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. For the avoidance of doubt, if the Benchmarking Report determines that charges for Comparable Services within a Comparable Sample are higher than the Costs of the Benchmarked Services, the Costs of the Benchmarked Services shall continue to apply. (B) If the amount payable for the Benchmarked Services is limited to the Benchmarked Price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) adjusted Buyer in accordance with Clause 10.3(A24 (Changing the contract), Electrabel may, not less than twelve . CALL-OFF SCHEDULE 1 (12) months after the date of the relevant Benchmarking Report (“Original Benchmarking Report”), by written notice to NuclearSub, propose an increased price for some or all of the Benchmarked Services if Electrabel considers (acting reasonably) TRANSPARENCY REPORTS)‌ 1.1 The Supplier recognises that the market price for such services has increased. (C) NuclearSub shall promptly consider in good faith any proposal from Electrabel under Clause 10.3(B) and, if the Parties agree an increased price for some or all of the Benchmarked Services, then with effect from the date of such agreement, the amount payable to Electrabel by NuclearSub for such Benchmarked Services will be increased to such agreed increased price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. (D) If the Parties do not agree an increased price in accordance with Clause 10.3(C), Electrabel may re-benchmark some or all of the Benchmarked Services (“Re- Benchmarked Services”) in accordance with Clauses 10.2 to 10.4 (inclusive) provided that (i) Electrabel may not re-benchmark some or all of the Benchmarked Services more than twice over the Term (once prior to Completion of the LTO Services and once from the LTO Restart Date) and (ii) Clauses 10.2 to 10.4 (inclusive) shall be deemed to be modified as required to reflect the context of the re-benchmarking. (E) If the Benchmarking Report prepared and delivered to NuclearSub pursuant to Clause 10.3(D) (the “Revised Benchmarking Report”) determines that the Revised Benchmarked Price Buyer is higher than the Benchmarked Price determined in the Original Benchmarking Report, then, subject to Clause 10.3(F), with effect from the date of the Revised Benchmarking Report, the amount payable PPN 01/17 (Updates to Electrabel by NuclearSub for those Re-Benchmarked Services shall be increased to the Revised Benchmarked Price and the relevant Annual O&M Budget or Final LTO Budget transparency principles v1.1 (as applicable) shall be adjusted accordingly. For the avoidance of doubt, if the Revised Benchmarked Price is lower than the Benchmarked Price, the Benchmarked Price shall continue to apply. (F) The amount payable to Electrabel by NuclearSub for any Re-Benchmarked Services under Clause 10.3(E) shall be no greater than the amount payable under and in accordance with the relevant Subcontract with the relevant Affiliate provided that such Subcontract remains in force as at the date of the Revised Benchmarking Report and, for the avoidance of doubt (i) the Revised Benchmarked Price shall not apply to such Re-Benchmarked Service; and (ii) the Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted to reflect the amount(s) payable under and in accordance with the relevant Subcontract. (G) For the avoidance of doubt, ▇▇▇▇▇://▇▇▇.▇▇ ▇▇.▇▇/government/publications/procurement-policy-note-0117- update-to-transparency-principles). The Supplier shall comply with the provisions of this Schedule in order to assist the Buyer with its compliance with its obligations under that PPN. 1.2 Without prejudice to the Supplier's reporting requirements set out in the Framework Contract, within three (3) Months of the Start Date the Supplier shall submit to the Buyer for Approval (such Approval not to be required to reimburse unreasonably withheld or delayed) draft Transparency Reports consistent with the content requirements and format set out in the Annex of this Schedule. 1.3 If the Buyer rejects any amounts paid to it under this Agreement as proposed Transparency Report submitted by the Supplier, the Supplier shall submit a result revised version of the relevant report for further Approval within five (5) days of receipt of any Benchmark Review. (H) The information contained notice of rejection, taking account of any recommendations for revision and improvement to the report provided by the Buyer. If the Parties fail to agree on a draft Transparency Report the Buyer shall determine what should be included. Any other disagreement in a Benchmarking Report or a Revised Benchmarking Report connection with Transparency Reports shall be treated as Confidential Informationa Dispute.

Benchmarking Report. 7.1 The Trusted Third Party shall produce a Benchmarking Report in accordance with the timetable determined in accordance with the agreed Benchmarking Notice. The Benchmarking Report, which will be reviewed at each meeting of the enGage Board, shall include the following: (A) If the Trusted Third Party’s findings and trend analysis; (B) the Trusted Third Party’s opinion as to whether each Benchmarked Service and the Benchmarked Services as a whole are Good Value; (C) the Trusted Third Party’s opinion regarding the quality and competitiveness or otherwise of the Benchmarked Services; and (D) the Trusted Third Party’s recommendation if any Benchmarked Service is not Good Value, or the Benchmarked Services as a whole are not Good Value, the changes that would be required to the Benchmarked Services, the Charges and/or the Services Levels that would be required to make that Benchmarked Service, or those Benchmarked Services, Good Value. 7.2 The Benchmarking Report will be made available to members of the Operations Board one (1) Working Day after the approval of the Benchmarking results by the AUTHORITY and the CONTRACTOR. The Operations Board will have an obligation to pass the Benchmarking Report determines that on to other boards as required and as outlined in Schedule 13 (Governance & Reporting). 7.3 The Trusted Third Party shall involve the prices charged for Benchmark Managers during the Benchmarked Services are not Comparable Prices, then, with effect from the date production of the Benchmarking Report and send a copy of the final Benchmarking Report to each of the Parties inviting a formal response to the Benchmarking Report, . 7.4 The Intellectual Property Rights in the amount payable Benchmarking Report shall belong to Electrabel by NuclearSub for those Benchmarked Services (should such Services continue and vest in the AUTHORITY. 7.5 The AUTHORITY shall retain the right to use the results of the Benchmarking exercise including the Benchmarking Report in any way which it chooses subject to the undertakings of confidentiality contained in this Agreement and other confidentiality obligations in the confidentiality agreement entered into with the Trusted Third Party in accordance with paragraph 4.6. The AUTHORITY will notify the CONTRACTOR if the results are to be provided used for any additional purpose and the AUTHORITY will be bound by a member the confidentiality arrangements in this Agreement. 7.6 Within fifteen (15) Working Days of the ENGIE GroupBenchmarking Report the CONTRACTOR shall produce and issue to the AUTHORITY a draft Action Plan that will address the issues identified in the Benchmarking Report. The draft Action Plan will include a: (A) timetable of implementing improvements to the Service Levels; (B) timetable of implementing improvements or additional services or the technology used to provide the Services; (C) timetable of implementing any proposed changes in methods of working (leading to increased efficiencies); (D) timetable for implementing any reduction in Charges; and/or (E) any combination of the above. 7.7 The AUTHORITY has five (5) Working Days to accept and/or propose amendments to the draft Action Plan, and such amendments shall be limited incorporated into a revised Action Plan where the CONTRACTOR’s draft Action Plan: (A) has any significant negative impacts on the AUTHORITY; (B) sets out a timetable or timetables that could, in the AUTHORITY’s reasonable belief be either faster or more cost effective with no significant impact on the CONTRACTOR; (C) has no impact assessment on costs and ▇▇▇▇▇▇▇; (D) is not comprehensive as a response to the highest charges for Comparable Services within Benchmarking Report; or (E) would slow down or reverse the Comparable Sample (excluding any Comparable Services which are an Outlier) (“Benchmarked Price”) and trend of positive continuous improvements in the relevant Annual O&M Budget or Final LTO Budget (as applicable) delivering of the Services. 7.8 Any change resulting from the Action Plan shall be adjusted accordinglyagreed as a Change under Change Control Procedure. For the avoidance of doubt, if Benchmarking Reports shall not result in any increase to the Charges (either individually or in aggregate) or any decrease in the performance of any Services. 7.9 Notwithstanding paragraph 7.6 above, the CONTRACTOR will implement (within thirty (30) days) any reductions in the Charges recommended in the Benchmarking Report determines that charges relate to the CONTRACTOR utilising for Comparable any other customer Services within for which the AUTHORITY has been charged on an investment basis or which was originally provided as a Comparable Sample are higher than service solely for the Costs AUTHORITY. 7.10 Subject to paragraph 7.11, any reductions in the Charges shall be calculated by using an agreed formula and with the agreement of both Parties. Using this formula a calculation of the Benchmarked Services, revised payments due in the Costs future from the AUTHORITY will be agreed and implemented. 7.11 Any reductions in the Charges in respect of Hosting Services shall be calculated by using the following formula: (A) Ongoing services that were originally provided for the sole use of the Benchmarked AUTHORITY shall be apportioned from the date that the Hosting Services shall continue commenced being shared in proportion to applythe use made by each customer. (B) If Charges relating to shared investment shall be apportioned on the following basis: total sharing of investment allocated x number of Invoice Periods elapsed (nearest whole Invoice Period). (1) Where the total sharing of investment allocated is determined for each element within the Hosting Services that applies. This is calculated as follows: (a) Step 1: Identify the elements within the Hosting Services which apply; (b) Step 2: Identify the number of actual additional customers; (c) Step 3: Establish the amount payable to be calculated by absorbing the relevant proportion of the CONTRACTOR Cost of Financing across each of the elements identified in Step 1 as appropriate. The Trusted Third Party will need to consider whether other elements that make up the Hosting Set-Up Charge that are overheads, for example, corporate contributions, should be absorbed so as not to distort the purpose of this paragraph 7.11; (d) Step 4: For each element divide the amount calculated at Step 3 by the number of Invoice Periods for the Benchmarked provision of the Hosting Services is limited to the Benchmarked Price AUTHORITY; (e) Step 5: For each element divide the amount calculated at Step 4 by the number identified at Step 2 (plus one to represent the AUTHORITY); (f) Step 6: For each new customer identify which element forms part of its Hosting Service; (2) Using this formula there will be: (a) Step 7: A calculation of payments due to the AUTHORITY for the period between the contracted date of commencement of the Hosting Services with the new customer and the relevant Annual O&M Budget or Final LTO Budget (as applicable) adjusted in accordance with Clause 10.3(A), Electrabel may, not less than twelve (12) months after the date of the relevant Benchmarking Report. This is payable by reducing the Charges in the next available period(s); and (b) Step 8: A calculation of payments due to the AUTHORITY for the period between the date of the Benchmarking Report (“Original Benchmarking Report”), by written notice to NuclearSub, propose an increased price and the contracted date for some or all the end of the Benchmarked Hosting Services if Electrabel considers provided to the new customer or the contracted date for the end of the Hosting Services provided to the AUTHORITY (acting reasonably) that whichever is the market price for such services has increasedearlier). This is deducted from the remaining contract period on either an Invoice Period or annual basis, whichever is appropriate. (C) NuclearSub An illustrative example is provided at Schedule 9, Annex A and is also on CD-Rom available from the CONTRACTOR. 7.12 The CONTRACTOR shall promptly consider in good faith any proposal from Electrabel under Clause 10.3(Bonly be entitled to dispute a Benchmarking Report if it notifies the AUTHORITY and the Trusted Third Party of its objections within five (5) and, if the Parties agree an increased price for some or all Working Days of receipt of the Benchmarked Services, then with effect from Benchmarking Report. The CONTRACTOR may only dispute the date of such agreement, Benchmarking Report if it reasonably considers that the amount payable to Electrabel by NuclearSub for such Benchmarked Services will be increased to such agreed increased price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. (D) Trusted Third Party has made a manifest error. If the Parties do not agree an increased price CONTRACTOR does dispute any Benchmarking Report in accordance with Clause 10.3(C), Electrabel may re-benchmark some or all of this paragraph 7.12 the Benchmarked Services (“Re- Benchmarked Services”) in accordance with Clauses 10.2 to 10.4 (inclusive) provided that (i) Electrabel may not re-benchmark some or all of the Benchmarked Services more than twice over the Term (once prior to Completion of the LTO Services and once from the LTO Restart Date) and (ii) Clauses 10.2 to 10.4 (inclusive) matter shall be deemed to be modified as required to reflect the context of the re-benchmarking. (E) If the Benchmarking Report prepared and delivered to NuclearSub pursuant to Clause 10.3(D) (the “Revised Benchmarking Report”) determines that the Revised Benchmarked Price is higher than the Benchmarked Price determined in the Original Benchmarking Report, then, subject to Clause 10.3(F), dealt with effect from the date of the Revised Benchmarking Report, the amount payable to Electrabel by NuclearSub for those Re-Benchmarked Services shall be increased to the Revised Benchmarked Price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. For the avoidance of doubt, if the Revised Benchmarked Price is lower than the Benchmarked Price, the Benchmarked Price shall continue to apply. (F) The amount payable to Electrabel by NuclearSub for any Re-Benchmarked Services under Clause 10.3(E) shall be no greater than the amount payable under and in accordance with the relevant Subcontract with the relevant Affiliate provided that such Subcontract remains in force as at the date of the Revised Benchmarking Report and, for the avoidance of doubt (i) the Revised Benchmarked Price shall not apply to such Re-Benchmarked Service; and (ii) the Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted to reflect the amount(s) payable under and in accordance with the relevant SubcontractDispute Resolution Procedure. (G) For the avoidance of doubt, ▇▇▇▇▇▇▇▇▇▇ shall not be required to reimburse any amounts paid to it under this Agreement as a result of any Benchmark Review. (H) The information contained in a Benchmarking Report or a Revised Benchmarking Report shall be treated as Confidential Information.

Benchmarking Report. 3.3.1 For the purposes of this Schedule "Benchmarking Report" shall mean the report produced by the benchmarker following the Benchmark Review and as further described in this Schedule; 3.3.2 The benchmarker shall prepare a Benchmarking Report and deliver it to the Relevant Authority, at the time specified in the plan Approved pursuant to Paragraph 3.2.3, setting out its findings. Those findings shall be required to: (Aa) If include a finding as to whether or not a Benchmarked Ser- vice and/or whether the Benchmarked Deliverables as a whole are, Good Value; (b) if any of the Benchmarked Deliverables are, individually or as a whole, not Good Value, specify the changes that would be required to make that Benchmarked Service or the Benchmarked Deliverables as a whole Good Value; and (c) include sufficient detail and transparency so that the Party requesting the Benchmarking can interpret and understand Framework Ref: RM6170 Print Management Services Project Version: v1.0 96 how the Supplier has calculated whether or not the Bench- marked Deliverables are, individually or as a whole, Good Value. 3.3.3 The Parties agree that any changes required to this Contract identified in the Benchmarking Report determines that shall be implemented at the prices charged for the Benchmarked Services are not Comparable Prices, then, with effect from the date direction of the Benchmarking Report, the amount payable to Electrabel by NuclearSub for those Benchmarked Services (should such Services continue to be provided by a member of the ENGIE Group) shall be limited to the highest charges for Comparable Services within the Comparable Sample (excluding any Comparable Services which are an Outlier) (“Benchmarked Price”) and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. For the avoidance of doubt, if the Benchmarking Report determines that charges for Comparable Services within a Comparable Sample are higher than the Costs of the Benchmarked Services, the Costs of the Benchmarked Services shall continue to apply. (B) If the amount payable for the Benchmarked Services is limited to the Benchmarked Price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) adjusted Relevant Authority in accordance with Clause 10.3(A), Electrabel may, not less than twelve (12) months after the date 24 of the relevant Benchmarking Report Core Terms (“Original Benchmarking Report”), by written notice to NuclearSub, propose an increased price for some or all of Changing the Benchmarked contract) Framework Ref: RM6170 Print Management Services if Electrabel considers (acting reasonably) Project Version: v1.0 97 1.1 The Supplier recognises that the market price for such services has increased. (C) NuclearSub shall promptly consider in good faith any proposal from Electrabel under Clause 10.3(B) and, if the Parties agree an increased price for some or all of the Benchmarked Services, then with effect from the date of such agreement, the amount payable to Electrabel by NuclearSub for such Benchmarked Services will be increased to such agreed increased price and the relevant Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted accordingly. (D) If the Parties do not agree an increased price in accordance with Clause 10.3(C), Electrabel may re-benchmark some or all of the Benchmarked Services (“Re- Benchmarked Services”) in accordance with Clauses 10.2 to 10.4 (inclusive) provided that (i) Electrabel may not re-benchmark some or all of the Benchmarked Services more than twice over the Term (once prior to Completion of the LTO Services and once from the LTO Restart Date) and (ii) Clauses 10.2 to 10.4 (inclusive) shall be deemed to be modified as required to reflect the context of the re-benchmarking. (E) If the Benchmarking Report prepared and delivered to NuclearSub pursuant to Clause 10.3(D) (the “Revised Benchmarking Report”) determines that the Revised Benchmarked Price Buyer is higher than the Benchmarked Price determined in the Original Benchmarking Report, then, subject to Clause 10.3(F), with effect from the date of the Revised Benchmarking Report, the amount payable PPN 01/17 (Updates to Electrabel by NuclearSub for those Re-Benchmarked Services shall be increased to the Revised Benchmarked Price and the relevant Annual O&M Budget or Final LTO Budget transparency principles v1.1 (as applicable) shall be adjusted accordingly. For the avoidance of doubt, if the Revised Benchmarked Price is lower than the Benchmarked Price, the Benchmarked Price shall continue to apply. (F) The amount payable to Electrabel by NuclearSub for any Re-Benchmarked Services under Clause 10.3(E) shall be no greater than the amount payable under and in accordance with the relevant Subcontract with the relevant Affiliate provided that such Subcontract remains in force as at the date of the Revised Benchmarking Report and, for the avoidance of doubt (i) the Revised Benchmarked Price shall not apply to such Re-Benchmarked Service; and (ii) the Annual O&M Budget or Final LTO Budget (as applicable) shall be adjusted to reflect the amount(s) payable under and in accordance with the relevant Subcontract. (G) For the avoidance of doubt, ▇▇▇▇▇://▇▇▇.▇▇ ▇▇.▇▇/government/publications/procurement-policy-note-0117- update-to-transparency-principles). The Supplier shall comply with the provisions of this Schedule in order to assist the Buyer with its compliance with its obligations under that PPN. 1.2 Without prejudice to the Supplier's reporting requirements set out in the Framework Contract, within three (3) Months of the Start Date the Supplier shall submit to the Buyer for Approval (such Approval not to be required to reimburse unreasonably withheld or delayed) draft Transparency Reports consistent with the content requirements and format set out in the Annex of this Schedule. 1.3 If the Buyer rejects any amounts paid to it under this Agreement as proposed Transparency Report submitted by the Supplier, the Supplier shall submit a result revised version of the relevant report for further Approval within five (5) days of receipt of any Benchmark Review. (H) The information contained notice of rejection, taking account of any recommendations for revision and improvement to the report provided by the Buyer. If the Parties fail to agree on a draft Transparency Report the Buyer shall determine what should be included. Any other disagreement in a Benchmarking Report or a Revised Benchmarking Report connection with Transparency Reports shall be treated as Confidential Informationa Dispute.