EXHIBIT B-1
[REGENCO LOGO]
AGREEMENT FOR EQUIPMENT REPAIR BETWEEN
ALLIANT ENERGY ("CUSTOMER")AND REGENCO LLC
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1. PRICING POLICY
Prices do not include disassembly or resassembly of Equipment on Site
unless otherwise stated in the proposal.
2. PROPRIETARY INFORMATION
ReGENco LLC may have a proprietary interest in information that is
furnished in accordance with this Contract. Customer will keep in
confidence and will not disclose any such information, which is
specifically designated, as being proprietary to ReGENco LLC without
the prior written permission of ReGENco LLC or use any such
information for other than the purpose for which it is supplied.
3. WITNESS OF TESTS OR PROCEDURES
Customer shall have reasonable access to the areas of ReGENco LLC's
facility where work under this Contract is being performed to enable
Customer to observe tests on the work. ReGENco LLC, if requested, will
inform the Customer of those tests and procedures, which can be
witnessed. Should Customer elect to witness specific tests, Customer
must so specify such requirement in ample time to permit ReGENco LLC
to include said witness tests in the schedule. ReGENco LLC, if
requested, will advise Customer of the schedule of such tests.
However, no rescheduling of tests or delays in manufacturing or
shipment will be made to accommodate such inspection. ReGENco LLC will
exercise reasonable efforts to secure similar rights with respect to
the inspection of Customer's work at Supplier's premises.
4. SENDING EQUIPMENT OR CUSTOMER'S MATERIAL
Prior to sending any Equipment or Customer's Material to ReGENco LLC,
the Customer must obtain authorization and shipping instructions from
ReGENco LLC.
The Equipment or Customer's Material must be sent with complete
identification in accordance with instructions furnished by ReGENco
LLC. In no event will ReGENco LLC be responsible for Equipment or
Customer's Material sent without proper authorization and
identification.
All Equipment or Customer's Material arriving at ReGENco LLC's
facility is inspected for hazardous content. Any abatement or other
clean up required necessitates a price adjustment to the contract.
5. CONDITIONS OF SALE
Unless otherwise agreed to in writing by an authorized representative
of ReGENco LLC, these Standard Terms shall be a part of each proposal
and contract for Shop Repair and/or Technical Services.
6. SCOPE
ReGENco LLC will furnish to Customer Shop Repair, and/or Technical
Services, as specified in the proposal and/or in accordance with this
Contract.
7. WARRANTY
ReGENco LLC warrants that the work performed by ReGENco LLC on
Customer's Equipment, including any materials supplied by ReGENco LLC,
will be free of defects in workmanship and material for one year from
date of shipment of Customer's Equipment to Customer.
If ReGENco LLC is promptly notified in writing that the work fails to
conform to this warranty during the warranty period as specified
above, ReGENco LLC will at its discretion and expense correct each
nonconformity by adjustment or repair or replacement of the defective
portion of the work.
Agreement for Equipment Repair Between
Alliant Energy ("Customer")and ReGENco LLC
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Customer assumes all responsibility and expense for removal,
reinstallation, and freight in connection with the foregoing remedies.
THE WARRANTY STATED ABOVE IS EXPRESSLY IN LIEU OF ALL OTHER
WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
MERCHANTABILITY OR OF FITNESS, AND CONSTITUTES THE ONLY WARRANTY OF
REGENCO LLC WITH RESPECT TO THE SERVICES PERFORMED AND MATERIAL(S) OR
PART(S) FURNISHED UNDER THIS CONTRACT.
8. DELIVERY, TITLE AND RISK OF LOSS OR DAMAGE
Delivery of each component of Equipment shall be made when said
component is placed Free On Board carrier at ReGENco LLC's facility.
Legal and equitable title and risk of loss or damage to each such
component of the Equipment shall pass from ReGENco LLC to Customer
upon Delivery.
Customer's Material sent to ReGENco LLC for Shop Repair or Customer's
Material or Equipment being returned pursuant to the provisions of the
Warranty or Patents Articles of the Agreement will be delivered by
Customer at its expense to the repair or manufacturing plant
designated by ReGENco LLC where the work is to be performed. Title to
such Equipment or Customer's material will remain at all times with
Customer. Risk of loss or damage to such Equipment or Customer's
Material will transfer to ReGENco LLC upon its arrival on board the
carrier at the repair or manufacturing plant and will transfer back to
Customer upon its delivery to the carrier at the repair or
manufacturing plant after the work is performed. Delivery of
Customer's Material shall be made when the item is placed Free On
Board carrier at the repair or manufacturing plant after work is
performed. When repair work is performed by ReGENco LLC at the Site,
title and risk of loss or damage to the Equipment, to Customer's
Material and to other property shall remain at all times with
Customer.
9. SHIPMENT
Unless otherwise agreed to, all shipments shall be Free On Board point
of shipment, and at Customer's risk and expense. ReGENco LLC may make
partial shipments.
10. DELAYS, SUSPENSION, DEFERMENT
If the work is suspended or delayed due to causes beyond the control
of ReGENco LLC, such as, but not limited to, act of God, act of
government, act of Customer, war, fire, flood, strike, or sabotage,
the time of performance shall be extended for a period of time equal
to the period of the delay and its consequences. If the work is
suspended because of such a delay, ReGENco LLC reserves the right to
withdraw the Field Representative without liability to Customer. The
Customer shall, in writing, notify ReGENco LLC of a suspension,
including the anticipated term, or cancellation in advance of the
effective date. ReGENco LLC will make every reasonable effort to
furnish a Field Representative on the date work is rescheduled to
start but the availability of a Field Representative is not assured
for the rescheduled date.
ReGENco LLC shall be due a price adjustment, based on ReGENco LLC's
ability to reasonably relocate manpower during the suspension period,
or reasonable and proper cancellation charges.
11. PERMITS AND TAXES
The Customer shall, at his own expense, secure any work permits, labor
permits, tax exemption certificates, or any other authorization which
may be required to permit the Field Representative to perform the
requested services.
Any applicable duties or sales, use, excise, value-added or similar
taxes will be added to the price and invoiced separately. In lieu
thereof, the Customer may provide ReGENco LLC with an exemption or
direct-pay certificate acceptable to the taxing authorities.
If a valid exemption certificate is provided after an invoice has been
issued, a credit or refund of the taxes will be issued to Customer
after such taxes have been received in full by ReGENco LLC from the
taxing authorities.
Agreement for Equipment Repair Between
Alliant Energy ("Customer")and ReGENco LLC
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12. TERMS OF PAYMENT
Net 30 days, in U.S. Dollars, from the dated invoice.
13. NONTERMINATION
Customer may not terminate for convenience or direct suspension of
performance except on mutually acceptable terms.
14. SUBSTITUTION OF PERSONNEL
ReGENco LLC's commitment is to meet its obligations, but does not
guarantee the involvement of specific individuals. It's understood
that, ReGENco LLC may at any time, and at its discretion, assign any
of its people resources to meet its obligations, and as necessary to
substitute any of its personnel.
15. MODIFICATIONS
It is recognized that the nature of the services provided is such that
changes in the scope of the services as originally contemplated may
occur. ReGENco LLC will undertake additional services within the
normal scope of such services but reserves the right to require the
Customer to confirm in writing any expansion of the services and
delivery originally ordered. Pending receipt of requested written
confirmation, ReGENco LLC may trust the Customers verbal
communications. Any changes in services performed by ReGENco LLC
pursuant to such written or oral orders or instructions may
necessitate a price adjustment to the Contract.
16. STORAGE
Any equipment on which manufacture or shipment is delayed by causes
within the Customer's control, or by causes which affect the
Customer's ability to receive the equipment, may be placed in storage
by ReGENco LLC at Customer's account and risk. Customer's equipment or
materials may be placed in storage by ReGENco LLC with all costs paid
by the Customer if the Customer is for any reason unwilling or unable
to receive shipment.
17. PATENTS & COPYRIGHTS
ReGENco LLC shall only pay costs and damages awarded for suits against
the Customer or its vendors for only those findings that ReGENco LLC's
standard commercial products or services infringe a United States
patent or copyright (except if the Customer requested ReGENco LLC to
incorporate a design or modification infringement). This Customer must
promptly notify ReGENco LLC of any such claim and ReGENco LLC must be
able to control the settlement or defense against the claim, at its
own expense. THIS PARAGRAPH SETS FORTH ReGENco LLC's ONLY LIABILITY
REGARDING PATENTS AND COPYRIGHTS.
18. HAZARD COMMUNICATION
Customer acknowledges that 29 CFR 1910.1200 entitled Hazard
Communication may be applicable to the services under this contract
and if it is, Customer is in compliance therewith. Furthermore,
Customer agrees it will provide ReGENco LLC (whose employees in the
performance of this contract may be exposed to Customer's equipment)
with the same information Customer is required to provide to it's own
employees pursuant to 29 CFR 1910.1200.
Customer shall indemnify and hold ReGENco LLC harmless from any loss,
liability or claim resulting from Customer's failure to comply with
this clause.
Agreement for Equipment Repair Between
Alliant Energy ("Customer")and ReGENco LLC
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19. LIMITATION OF LIABILITY & INDEMNITY
Consequential damages shall not apply in this contract. Damages for
warranty claims is only for the value of defective services and
materials supplied by ReGENco LLC. In any case, damage and/or warranty
claims must not exceed the total value of the base contract.
Customer agrees to indemnify and hold ReGENco LLC harmless from any
claims, lawsuits, actions, losses or liability arising from or in
connection with any Customer furnished information which is defective,
erroneous, or unsuitable for the purpose intended.
20. GENERAL
Unless made in writing and agreed to by an authorized ReGENco LLC
representative, changes to these terms will not be binding on ReGENco
LLC.
ReGENco LLC will comply with all laws, rules and regulations. The
Customer will comply with OSHA or similar federal, state, or local
laws during any operation or use of the equipment.
ReGENco LLC shall not be responsible for the acts and workmanship of
the employees, contractors, subcontractors, or agents of the Customer.
This contract cannot be assigned by the Customer without the written
consent of ReGENco LLC.
Assignment of this contract to a third party invalidates the
agreement.
21. GOVERNING LAW
The interpretation of this contract shall be governed by the laws of
the State of Wisconsin, USA.
22. OTHER SERVICES
Engineering & Specialty Services furnished by ReGENco LLC (when
specified) shall be governed by the Standard Terms for Engineering &
Specialty Services.
23. COMPLETE AGREEMENT
This contract contains the complete agreement between the parties. Any
other previous or related agreements (including letters of intent or
purchase orders issued by the Customer), representations, warranty, or
conditions not incorporated in this contract shall not be binding on
either party.
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John C. Bobrowich (Title)
President & CEO -----------------------------------
ReGENco LLC Alliant Energy
Date: Date:
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Agreement for Equipment Repair Between
Alliant Energy ("Customer")and ReGENco LLC
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