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Maintenance Agreement for Motor Pumps and GeneratorVILLAGE OF OAK BROOK PROFESSIONAL SERVICES AGREEMENT This AGREEMENT is dated as of the2>1 day of 2017 ("Agreement"), and is by and between the VILLAGE OF OAK BROOK, 1200 Oak Brook Road, Oak Brook, Illinois 60523 an Illinois municipal corporation ("Village'), and STEINER POWER SYSTEMS, 1275 Touhy Avenue, Elk Grave Village, Illinois 60007 ("Consultant'). IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in the Agreement, and pursuant to the Village's statutory powers, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. The Village retains the Consultant to perform, and the Consultant agrees to perform, all necessary services to perform the work in connection with the project identified below ("Services"), which Services the Consultant shall provide pursuant to the terms and conditions of this Agreement: Preventative Maintenance and Inspection Services for Cummins N855 Motor Pump S/N 60527433, Scania DS 9.52 Motor Pump SIN 5093408, and Generac 40 KW SIN 9939914 for a I year period as more fully described in the attached quote dates May 3, 2017. TIME OF PERFORMANCE. The Consultant shall perform and complete the Services as mutually agreed upon between Village and Consultant ("Time of Performance'l. SECTION 2. COMPENSATION. A. Aereement Amount. The total amount billed by the Consultant for the Services under this Agreement shall not exceed 82,193.34 including reimbursable expenses, without the prior express written authorization of the Village Manager. B. Taxes. Benefits. and Royalties. Each payment by the Village to the Consultant includes all applicable federal, state, and Village taxes of every kind and nature applicable to the Services as well as all taxes, contributions, and premiums for unemployment insurance, old age or retirement benefits, pensions, annuities, or similar benefits and all costs, royalties, and fees arising from the use of, or the incorporation into, the Services, of patented or copyrighted equipment, materials, supplies, tools, appliances, devices, processes, or inventions. All claim or right to claim additional compensation by reason of the payment of any such tax, contribution, premium, costs, royalties, or fees is hereby waived and released by Consultant. SECTION 3. REPRESENTATIONS OF CONSULTANT. The Consultant represents and certifies that the Services shall be performed in accordance with the standards of professional practice, care, and diligence practiced by recognized consultants in performing services of a similar nature in existence at the Time of Performance. The representations and certifications expressed shall be in addition to any other representations and certifications expressed in this Agreement, or expressed or implied by law, which are hereby reserved unto the Village. The Consultant further represents that it is financially solvent, has the necessary financial resources, and is sufficiently experienced and competent to perform and complete the Services in a manner consistent with the standards of professional practice by recognized consultants providing services of a similar nature. Vince India, Service Account Manager, shall be primarily responsible for carrying out the Services on behalf of the Consultant ("Key Project Personnel'. The Key Project Personnel shall not be changed without the Village's prior written approval. The Consultant shall provide all personnel necessary to complete the Services. The Consultant shall provide all personnel necessary to complete the Services. SECTION 4. INDEMNIFICATION; INSURANCE, LIABILITY. A. Indemnification. The Consultant proposes and agrees that the Consultant shall indemnify and save harmless the Village against all damages, liability, claims, losses, and expenses (including attorneys' fee) that may arise, or be alleged to have arisen, out of or in connection with the Consultant's performance of, or failure to perform, the Services or any part thereof, or any failure to meet the representations and certifications set forth in Section 4 of this Agreement. B. Insurance. The Consultant acknowledges and agrees that the Consultant shall, and has a duty to, maintain adequate insurance, in an amount, and in a form and from companies, acceptable to the Village. The Consultant's maintenance of adequate insurance shall not be construed in any way as a limitation on the Consultant's liability for losses or damages under this Agreement. C. No Personal Liability. No elected or appointed official, or employee of the Village shall be personally liable, in law or in contract, to the Consultant as the result of the execution of this Agreement. SECTION 5. GENERAL PROVISIONS. A. Relationship of the Parties. The Consultant shall act as an independent contractor in providing and performing the Services. Nothing in, nor done pursuant to, this Agreement shall be construed to: (1) create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village and Consultant; or (2) to create any relationship between the Village and any subcontractor of the Contractor. B. Conflicts of Interest. The Consultant represents and certifies that, to the best of its knowledge: (1) no Village employee or agent is interested in the business of the Consultant or this Agreement; (2) as of the date of this Agreement, neither the Consultant nor any person employed or associated with the Consultant has any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement; and (3) neither the Consultant nor any person employed by or associated with the Consultant shall at any time during the term of this Agreement obtain or acquire any interest that would conflict in any manner or degree with the performance of the obligations under this Agreement. C. No Collusion. The Consultant represents and certifies that the Consultant is not barred from contracting with a unit of state or local government as a result of (1) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Consultant is contesting, in accordance with the procedures established by the appropriate revenue act, its liability for the tax or the amount of the tax, as set forth in Section 11-42.1-1 et seq. of the Illinois Municipal Code, 65 ILCS 5/11-42.1-1 et seq.; or (2) a violation of either Section 33E-3 or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 el seq. If at any time it shall be found that the Consultant has, in procuring this Agreement, colluded with any other person, firm, or corporation, then the Consultant shall be liable to the Village for all loss or damage that the Village may suffer, and this Agreement shall, at the Village's option, be null and void. D. Termination. Notwithstanding any other provision hereof, the Village may terminate this Agreement at any time upon 15 days prior written notice to the Consultant. In the event that this Agreement is so terminated, the Consultant shall be paid for Services actually performed and reimbursable expenses actually incurred, if any, prior to termination, not exceeding the value of the Services completed. E. Compliance with Laws and Grants. Consultant shall give all notices, pay all fees, and take all other action that may be necessary to ensure that the Services are provided, performed, and completed in accordance with all required governmental permits, licenses, or other approvals and authorizations that may be required in connection with providing, performing, and completing the Services, and with all applicable statutes, ordinances, rules, and regulations, including without limitation the Fair Labor Standards Act; any statutes regarding qualification to do business; any statutes prohibiting discrimination because of, or requiring affirmative action based on, race, creed, color, national origin, age, sex, or other prohibited classification, including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq., and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall also comply with all conditions of any federal, state, or local grant received by the Village or Consultant with respect to this Contract or the Services. Consultant shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi - governmental agency or body that may arise, or be alleged to have arisen, out of or in connection with Consultant's, or its subcontractors, performance of, or failure to perform, the Services or any part thereof. Every provision of law required by law to be inserted into this Contract shall be deemed to be inserted herein. F. Default. If it should appear at any time that the Consultant has failed or refused to prosecute, or has delayed in the prosecution of, the Services with diligence at a rate that assures completion of the Services in full compliance with the requirements of this Agreement, or has otherwise failed, refused, or delayed to perform or satisfy the Services or any other requirement of this Agreement ("Event of Default'), and fails to cure any such Event of Default within ten business days after the Consultant's receipt of written notice of such Event of Default from the Village, then the Village shall have the right, without prejudice to any other remedies provided by law or equity, to (1) terminate this Agreement without liability for further payment; or (2) withhold from any payment or recover from the Consultant, any and all costs, including attorneys' fees and administrative expenses, incurred by the Village as the result of any Event of Default by the Consultant or as a result of actions taken by the Village in response to any Event of Default by the Consultant. G. Assignment This Agreement may not be assigned by the Village or by the Consultant without the prior written consent of the other party. H. Notice. All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered: (1) personally; (2) by a reputable overnight courier; or by (3) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of. (a) actual receipt; (b) one business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced by a return receipt. Notices and communications to the Village shall be addressed to, and delivered at, the following address: Village of Oak Brook 1200 Oak Brook Road Oak Brook, Illinois 60523 Attention: Doug Patchin, Public Works Director Notices and eununications to the Consultant shall be addressed to, an tmd delivered at, the folhmwing address: Steins Power Systems 1275 Touby Avenue Elk Grove Village, Illinois 60007 Aaetrtion: Vince India, Service Account Manager 1. Waiver. Neither the village the Consuhnt shall be under any obligation to exercse any the rights granted to them in this Agreement except as h shall determine to be in its best interest from time to time. The failure of the Village or the Consultant to exercise at any time any such rights shall not be deemed or constiuod as a waiver ofthat right, nor shall the failure void or affect the Village's or the Consultant's right to enfotee such rights or any other rights. J• Part- Beaeflcia . No claim as a ikthirdDU Party beneftcary ander this firm, or corPoration shall be made mement y any mon. Village. against the ATTEST K. S+overaia. t a,�. Agreement and the rights of Owner and Consultant-mounder this Agreement not shell ict of `tarp sraccording to the iMm»ai laws. but not the conflict rules. of the State of IllJaoia; the venue for any legal action arising In connection with this Agreement shah be in the Circuit Corot of DuPage County, Illinois. L AIMMts. Ifanytwnflictex shall PMvall. istsbetweeothis Contract and any exhibit aracbed hereto, de tents of this Contract L Iof Con T"e pates eon n tale Consultant acknowledges that it shall, m Performing the Servlces for the Village under this Ag=mant, have atxess, or be directly or mdirecily exposed, m Confidential Information. 71x Consultmt shall hold confidential all Confidetuial lufommation and shall riot disclose yr use such Confidential Information without the ex presswritten ;onscot of the Village 71, tant steal prior use reasonable measures at dean as strict as those the Consultant US" to protect hs own confidential information. Such measures shall include, without limmmon, requrtatg employees and subcontractors of the Consultant a execute a (M -disclosure agreement before obtaining access [o Confidential information. lI&V' LL AK BROp By= Clmriotte Prtus, M111.clerk-0y' Rice F. Gluex, Viliage Manager ATTEST: Title:.b�idl P.f1 �Ss4r� C' 57RAWe �rre�e Sysrrris STEINER POWER SYSTEMS By: 169 Its: .STR/NRR POWER SYSTEMS& Generator Sales, Service & Rental 1275 Touky Ave. Elk Grove Village, IL, 60007f I-847-956-3098 Date: 5/3/2017 BILL TO: SHIP TO: Village of Oakbrook 3003 Jorie Blvd Villa e of Oakbrook (Motor Pum ) Reservoir A Oak Brook, Illinois 60523 Oak Brook, Illinois 60523 BILL TO: SHIP TO: Village of Oakbrook 3003 Jorie Blvd Villa e of Oakbrook (Motor Pum ) Reservoir B Oak Brook, Illinois 60523 Oak Brook, Illinois 60523 BILL TO: SHIP TO: Village of Oakbrook 3003 Jorie Blvd Village of Oakbrook Generac 40KW Reservoir B 1. Oak Brook, Illinois I Oak Brook, Illinois 60523 Re: PM Quoted # VI170503-20A Thank you for the opportunity to provide our quotation for (1) site visit(s) for your generator and the associated transfer switch equipment. This agreement is complete with pricing, equipment schedules and a description page of the service options available. Please select the desired months for service and return the agreement at your convenience. Upon receipt of this agreement, our service department, @ 847-956-3098 will schedule an appropriate visit day & time. Reservoir A Model: Cummins N855 Motor Pum S/N: 60527433 PM2 Ins ection, Oil & Filter Chane $ 765.05 Reservoir B Model: Scania DS 9.52 Motor Pum S/N: 5093408 PM2 Inspection, Oil & Filter Chane $ 655.27 Model: Generac 40KW S/N. 9939914 PM2 Ins ection, Oil & Filter Chane PM1Inspection $ $ 498.08 275.00 Total $ 2,193.34 Generator Sales, Service & Rental 1275 Touhy Ave. Elk Grove Village, lL, The following pricing is based on service performed during normal business hours: 7:00ani pm Monday — Friday. Note that any additional repairs will be charged at prevailing rate at time of service. Thank you for allowing Steiner Power Systems® to assist with your service needs. Should you have any questions and/or require further information, please feel free to contact me. Sincerely, Vince India Steiner Power Systems® Service Account Manager Office: 847-956-3160 Cell: 847-812-2574 Fax: 847-439-5148 Annual Planned Maintenance Program Steiner Power Systems@ will provide a complete program of planned maintenance for the maintenance for the generator(s) listed in .on Quote Page". To maintain the equipment in good working order, factory -trained technicians will perform all planned maintenance tasks in accordance with the guidelines issued by the generator manufacturer. This planned maintenance program meets the manufacturer's requirements to properly maintain and service your equipment. All work will be performed during the normal Steiner Power Systems@ working hours unless otherwise indicated in the supplemental service section of this agreement. The annual planned maintenance program includes 2 operating inspection(s) covering the work outlined in Service Oatiorr PMZ and Option PM2. Also Steiner Power Systems@ will provide a written report of findings, corrective actions, and recommendations following each visit. ❑ JAN ❑ FEB ❑ MAR ❑ APR ❑ MAY ❑ JUN ❑ JUL ❑ AUG ❑ SEP ❑ OCT ❑ NOV ❑ DEC Supplemental Services Around -the -Clock Emergency Service — Steiner Power Systems@ technicians will respond to ensure proper and Billed Additional reliable operation of all items listed in "Quote Page". Additional services outside the scope this agreement, will be billed at our prevailing rates for field labor. Service Not Included in this Agreement Services performed outside of our normal business hours: 7:00am — 4pm, Monday - Friday. If additional service is required, Steiner Power Systems@ will make specific recommendations, including tasks required, prices and timing. Upon customer agreement, work will be performed according to specifications in a timely manner. Pricing & Payment The One year price of this agreement shall be as Per quote page plus applicable taxes, and is payable at time of service by billing your established open account. Power Systems@ reserves the right to add to any account outstanding more than thirty (30) days, a charge of one and one-half percent (1-1/2%) of the principal amount due at the end of each thirty (30) day period. Terms of this Agreement The term of this Agreement shall be one Year commencing on the date the agreement is signed. To cancel this contract, Steiner Power Systems@ must obtain your written notice 30 days before the next scheduled service date. STEINER POWER QYCTFUS' n r Generator Sales, Service & Rental 1275 Touk Ave. Elk Grove Village, IL, 60007 I- 3098 a Y a8 847-956-3098 Terms & Conditions In addition, this agreement is subject to the Terms and Conditions included with this agreement. Terms & Conditions Note: All quotes & sales are subject to Steiner Terms & Conditions — you can find a copy at www.steinerelectric.com/terms _ Customer: Village of Oak Brook 3003 Jone Blvd Oak Brook, Illinois 60523 Ph: 630-368-5284 Cell: 630-853-5507 Fax: 630-368-5295 Attn: Darren Martens Email: dmartens@oak-brook.org X Accepted by X Vince India Title: Service Account Manager Quote # VI170503-20A lsvlyr X Approved by Steiner Power Systems® Name: Mike Kuppin er Title: General Manager .STR/NRR PowER SYCTFMS� n f •qR Generator Soles, Service & Rental 1275 Touhy Ave. Elk Grove Village, IL, 60007 1-847-956.3098 Additional Notes: .TER .CTF/NFR POWFR SYQTF".Q* p Generator Sales, Service &Renta! 1175 Touhy Ave. Elk Grove Village, IL, 60007 1-847-956-3098 Service Option - PM1 General Visual Inspection — inspect generator for foreign materials, loose or broken fittings, guards, and components. Advise any items in need of repair. A. Cooling System 1. Radiator/Heat Exchanger — visual inspection for leaks, damage, and debris. 2. Check for proper louver operation. 3. Coolant — visual inspection for correct levels and condition of coolant (rust, oil or other contaminants). Check coolant conditioner concentration and temperature protection levels. Add up to one (1) pint of coolant conditioner. 4. Check filler cap gasket and sealing surfaces. 5. Hoses and Connections — visual inspection of all hoses for deterioration, check tightness of connections. 6. Fan Drive Pulley and Fan — check for loose or worn pulleys and lube fan drive bearing. Check fan operation and clearance. 7. Fan Belts- inspect for wear and deterioration. Check tension and adjust as necessary. 8. Jacket Water Heater- inspect for proper operation. Check thermostat setting for proper coolant temperature. 9. Water pump — visual and operation inspection for leaks or unusual noises. B. Fuel System 1. Fuel Tank- visual inspection of fuel tank system for leaks and fuel level. 2. Test day tank pump for operation. 3. Inspect fuel condition for contaminants. 4. Water Trap / Separator — drain water from fuel tank or water separator. 5. Fuel line and connections- inspect for leaks and tight connections. Check line brackets. 6. Governor and Controls — inspect governor oil level. Inspect controls and linkage for proper operation. Add oil as necessary. 7. Fuel filters — Primary / Secondary — inspect for damage, leaks, and proper operation. Clean primary filter. 8. Fuel Pressure — operational check of gauge if applicable. C. Air Induction and Exhaust System 1. Air Filter Restriction Indicator— inspect for proper operation, note reading, reset indicator. 2. Air Inlet System — inspect piping and air filter housing for damaged, loose connections, and evidence of leaks. Check housing seals and gaskets. 3. Air Filter(s) Primary / Secondary — inspect, clean as necessary. Clean Air Filter housing(s) if air filter is cleaned or replaced. 4. Turbocharger — inspect for oil or exhaust leakage. Check for unusual noises and proper operation. 5. Exhaust Manifold — inspect for damage, loose or missing hardware, evidence of exhaust leakage. Inspect for oil slobbering. 6. Exhaust System — inspect silencer and piping for damage, corrosion, or leakage. Check rain cap. Check supports for vibration damage and loose connections. D. Lube Oil System 1. Oil Level — inspect for correct oil level and contamination. Visually inspect unit for leaks. 2. Oil Pressure — Operational check of gauge. 3. Operational and visual inspection of pre lube pump. 4. Crankcase Breather — inspect for proper operation. Check for proper connection and inspect hose for deterioration. Note excessive blow by. STFINFR POWFR cYQTFMe n ra v Generator Safes, Service & Rental 1275 TombAve. Elk Grove Vill .8 Y age, IL, 60007 1-847-9563098 E. Starting System 1. Batteries - inspect for damage or evidence of electrolyte leakage. Clean and tighten all battery connections. 2. Batteries - Specify Gravity - check electrolyte level and specific gravity (non maintenance batteries only). 3. Battery Charger - inspect for proper operation, loose terminals, and deteriorated wiring. 4. Starting Motor - inspect electrical connection and wiring, Operational check for abnormal engagement and cranking noises. 5. Alternator - inspect for proper operation, loose connections, and mounting hardware. Check belts, pulleys and voltage output. F. Engine Monitors and Safety Controls 1. Safety Controls - inspect for proper operation, loose connections and wiring deterioration, check all safety controls for proper operation. 2. Remote Annunciators and Alarms - inspect and test all panels and system alarms for proper operation. G. Power Generator 1. Slip Ring and Brushes - remove and inspect brushes and clean slip rings. Adjust as necessary (if so equipped). 2. Space Heaters - inspect for proper operation. 3. Generator Rear Bearing -lubricate if applicable. 4. Vibration Isolators - check for proper adjustment and condition. H. Control Panel 1. Start Controls - Manual / Auto - check for proper operation. Check automatic start. 2. Voltmeter - operational check for correct readings. Check voltage level, voltage gain, and voltage drop adjustment. 3. Ammeter - operational check for correct readings. Load and no load readings, if possible. I. Operational Test 1. Cold start engine, check for abnormal noises, leaks, and vibrations; run 30 minutes. 2. Check operation of all safety devices including water temperature, oil pressure, over speed, over crank, etc. 3. Check and record amps, volts, oil pressure, water temperature, fuel pressure, frequency and kilowatt -output (if possible). 4. Check and record time for startup for signal delay, engine start, load pick up automatic load transfer and load retransfer. 5. Restore system to automatic operation. Service Option - PM2 (Includes All services Level I Inspection PLUSE THESEADDITIONAL SERVICES) A. Fuel System 1. Filters -remove primary & secondary filters inspect for contamination & install new filters. B. Lube Oil System I. Change oil filters) and engine oil. 2. Crankcase Breather -inspect and clean. A. Breakers and ATS 1. Circuit Breakers - inspect for free movement and tightness of connections 2. Automatic Transfer Switch- inspect for proper operation and tightness of connections (performed at time of PM only with customer authorization) Note: Oil and Filter Replacement Oil and filter replacement are performed during a PM2 also identified as an annual or full service. The manufacture recommends the oil and filters to be replaced after an hourly run rate of 150 hours up to and including 250 hours of operation based on the (make and model of the engine) or (12) months whichever comes first. Some models may require an oil and filter change after the first 50 hours of operation. Check your Operating and Maintenance manual for exact details .STEINER POWFR QYSTFMC"' Generator Sales, Service & Rental 1175 Touhl• Ave. Elk Grove Village, IL, 60007 1-847-956-3098 Optional Services available at additional cost A. Replacement Batteries B. Engine oil sample and analysis C. Engine coolant sample and analysis D. Cooling System 1. Coolant — Drain, Flush and refill (Standard HD, Long Life, and Propylene Glycol per original fill). 2. Thermostats — Replacement E. Diesel fuel polishing F. Vibration testing 1. Check the engine (6) locations and the generator at three (3) locations. Test components and record readings to plot any changes. G. Device Thermal Scanning H. Generator load testing 1. Test generator set with load banks for two (2) hours. Record data and note engine -operating condition. Load unit incrementally to 1000/. run capacity for quoted test time. 2. Four (9) hours testing available Generator Sales, Service & Rental 1275 Fou by Ave. Elk Grove Vi Rage, IL, 6 000 7 Planned Maintenance and Inspection Agreement: Terms & Conditions Exclusions It Is understood Nat the following are not the reswnslbllity of Steiner Power Systems® under this Agreement: A. Operation of the equipment. B. Services, repairs or replacement necessitated by misuse, improper operation of covered equipment against Steiner Power Systems® recommendations, or negligence of customer, customer's employees, agents, contractors m Invitees. C. Replacement of equipment/components due to corrosion, lack of proper water treatment, vibration, electrolytic action, or muses beyond Steiner Power Systems® control. D. Inspections, alterations or replacements required by Insurance companies, municipal or governmental authorities. E. Replacement of major components which cannot be repaired due to age or unavailability of replacement parts. F. Replacement ar servicing of equipment or components such as fuses, starters, circuit breakers, disconnect switches, electrical and control wrong, sbwWmj supports, and decorative casings unless specifically included in this Agreement. G. In the event that repairs or replacements performed by Steiner Power Systems@ are a recoverable cost or an allowable claim wrier any Policy of Insurance underS which Customer is an Insured party [primary, additional, or otherwise] or a loss payee, Customer agrees W present such claim to the insurer and to diligently pursue such claim, and Customer further agrees that Steiner Power Systems® shall be "also to Payment for such repairs a replacements to the extent Customer receives payment from the Insurer. Upon request by Steiner Power Systems® Customer shall assign its rights under and for such claim to Steiner Power Systems@. H. The work shall not Include the detection, abatement, encapsulation, or removal of asbestos or produces, materials, Or equipment contalning asbestos or any other hazardous material. Customer shall ratify Steiner power Systems® In wrong I any hazardous materials, including without limitation asbestos, are Present at the jobsite. Customer shall take adequate precautions to protect Stoner Power Systems& Its employees, agents and subcontractors from such hazardous material and will arrange for others to remove or encapsulate such halardous materials if necessary for the performance of the Wqk. Customer agrees N indemnify and save Steiner Power Systems& its employees, agents and subcontractors harmless from and against any loss, Injury [including death) or liability or any nature arising out of or resulting from exposure of any person or property W hazadous materials at the jobshe. INSPECTION If Steiner Power Systems@ should find any equipment covered under this Agreement to be in reed of repair and replacement, Steiner Power Systems® will Inform the Customer In writing of the equipment condition and the proposed comeco a action. When Steiner Power Symms& so ratifies the Customer, It Is urderstwo Nat Steiner Pourer Systems@ will not be responsible for the present or future repair, replacement, or operablEry of the equipment until such orae as theequipment Is restored to r condition acceptable d Steiner Power Systems®. Customer Responsibilities In order to permit Steiner Power Systems® to popery perform the services included In this Agreement, Customer agrees: A. To provide reasonable and timely access to all equipment covered in this Agreement B. To allow Stelner Pourer Systems@ W start and stop equipment as necessary C. To provide conditions for the proper functioning of the equipment covered in this Agreement. Limitation of Liability All claims, causes of action, or legal proceedings against Steiner Power Systems@ arising from Customers performance or nonperformance hereunder must be commenced by Customer within the express warranty period sPedficd below. Failure to commence any such claim, use of action, or legal proceeding within such period shall constlW e a voluntary and knowing waver t ereaf by Customer. IN NO EVENT SHALL STEINER POWER SYSTEMS@ LIABILITY FOR DIRECT OR COMPENSATORY DAMAGES EXCEED THE PAYMENTS RECEIVED BY STEINER POWER SYSTEMS@ FROM CUSTOMER HEREUNDER WITH RESPECT TO THE ALLEGEDLY DEFECTIVE WORKMANSHIP OR MATERIALS FURNISHED BY STEINER POWER SYSTEMS@ TO CUSTOMER, NOR SHALL STEINER POWER SYSTEMS@ BE LIABLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, THESE LIMITATIONS SHALL APPLY UNDER ALL THEORIES OF LIABILITY OR CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. WARRANTY STEINER POWER SYSTEMS@ WARRANTS THAT THE WORK PERFORMED HEREUNDER SHALL BE DONE IN WORKMANLIKE MANNER AND THAT ALL PARTS AND COMPONENTS USED BY STEINER POWER SYSTEMS@ SHALL BE FREE FROM DEFECTS IN WORKMANSHIP AND MATERIALS. THIS WARRANTY SHALL BE EFFECTIVE FOR A PERIOD OF SIX (6) MONTHS FORM THE DATE THE WORK IS DONE OR UNTIL THE DATE ON WHICH THIS AGREEMENT TERMINATES, WHICHEVER FIRST OCCURS, THE CUSTOMERS REMEDY, SHOULD ANY BREACH OF THE WARRANTY OCCUR, SMALL BE FOR STEINER POWER SYSTEMS@ TO REPAIR OR REPLACE ANY PARTS OR COMPONENTS FURNISHED BY STEINER POWER SYSTEMS@ WHICH ARE SHOWN TO STEINER POWER SYSTEMS@ SATISFACTION TO BE DEFECTIVE, PROVIDED THAT CUSTOMER GIVES STEINER POWER SYSTEMS@ NOTICE PROMPTLY UPON DISCOVERY OF THE DEFECT. THE WARRANTY AND REMEDIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES, EMPRESSOR IMPLIED, IN LAW OR IN FACT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE EMPRESS WARRANTIES CONTAINED IN THIS PARAGRAPH SET FORTH CUSTOMERS SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF A DEFECT IN WORKMANSHIP OR MATERIALS TERMINATION STEINER POWER SYSTEMS@ MAY TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO CUSTOMER IN THE EVENT THAT (1) AY SUMS OR MONIES DUE AND PAYABLE UNDER THIS AGREEMENT ARE NOT PAID WHEN DUE, OR (2) ALTERATIONS, ADDITIONS, OR REPAIRS ARE MADE TO COVERED EQUIPMENT BY OTHERS. EITHER PARTY MAY TERMINATE THIS AGREEMENT UPON THE ANNIVERSARY DATE OF THIS AGREEMENT PROVIDED THAT WRITTEN NOTICE OF SUCH TERMINATION IS RECEIVED BY THE OTHER PARTY AT LEAST THIRTY (30) DAYS PRIOR TO THE ANNIVERSARY DATE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OF ANY REASON BECAUSE OF SUCH TERMINATION AT THE ANNIVERSARY DATE. DISPUTES AND CHOICE OF LAW THIS CONTRACT SHALL BE DEEMED TO HAVE BEEN ENTERED INTO AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS. ALL CLAIMS, DISPUTES AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS CONTRACT, OR THE BREACH THEREOF, SHALL, IN LIEU OF COURT ACTION, BE SUBMITTED TO ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, EXCEPT THERE SHALL BE A SINGLE ARBITRATION WHO SHALL RENDER A WRITTEN OPINION. ANY JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION, THE SITE OF THE ARBITRATION SHALL BE CHICAGO, ILLINOIS. ALL CLAIMS ARISING OUT OF OR RELATING TO THE PERFORMANCE OR NON-PERFORMANCE OF THIS CONTRACT MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CLAIM AROSE. FAILURE OF EITHER PARTY TO COMPLY WITH THIS LIMITATION SHALL CONSTITUTE A VOLUNTARY AND KNOWING WAIVER OF SUCH CLAIMS. Generator Sates, Service & Rental 1175 Touky Ave. Elk Grove Village, IL, 60007 COSTS TO STEINER POWER SYSTEMS IN THE EVENT IT BECOMES NECESSARY FOR STEINER POWER SYSTEMS@ TO INCUR ANY COSTS OR EXPENSES IN THE COLLECTION OF MONIES DUE FROM CUSTOMER, OR TO ENFORCE ANY OF ITS RIGHTS HEREUNDER, CUSTOMER, UPON DEMAND, SHALL REIMBURSE MINER POWER SYSTEMS® FOR ALL SUCH COSTS AND EXPENSES (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY'S FEES). ENTIRE AGREEMENT WHEN EXECUTED BY THE PARTIES AND APPROVED BY A MANAGER OF STEINER POWER SYSTEMS@, THIS AGREEMENT CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES COVERED HEREIN. NO OTHER REPRESENTATIONS, WARRANTIES, OR SFATEMENTS (WHETHER EXPRESSED IN CUSTOMERS PURCHASE ORDER OR OTHERWISE) SHALL BE BINDING UPON STEINER POWER SYSTEMS@ UNLESS EXPRESSLY AGREED TO IN WRITING By AN OFFICER OF STEINER ELECTRIC COMPANY. ASSIGNMENT CUSTOMER SHALL NOT ASSIGN THIS CONTRACT OR ANY INTEREST THEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF STEINER POWER SYSTEMS@. ANY ACTUAL OR ATTEMPTED ASSIGNMENT WITHOUT STEINER POWER SYSTEMS@ CONSENT SHALL ENTITLE STEINER POWER SYSTEMS@, AT ITS SOLE OPTION, TO CANCEL THIS CONTRACT, AND IN SUCH EVENT, STEINER POWER SYSTEMS@ SHALL BE ENTITLED TO PAYMENT FOR ALL WORK PERFORMED AND MATERIALS FURNISHED TO THE DATE OF CANCELLATION, AS WELL AS REASONABLE COMPENSATION FOR LOST INCOME AND PROFITS. PRICES AND TERMS TERMS OF PAYMENT FOR GOODS SHIPPED AND/OR SERVICES RENDERED HEREUNDER SHALL BE NET ON RECEIPT OF INVOICE. STEINER POWER SYSTEMS@ RESERVES THE RIGHT TO ADD TO ANY ACCOUNT OUTSTANDING MORE THAN (30) DAYS A CHARGE OF (1-Vz %) OF THE PRINCIPAL AMOUNT DUE AT THE END OF EACH (30) DAY PERIOD, UNLESS EXPRESSLY STATED DIFFERENTLY ON THE INVOICE OR QUOTATION. PRICES DO NOT INCLUDED ANY PRESENT OR FUTURE SALES, USE, EXCISE, VALUE- ADDED OR SIMILAR TAXES, WHICH, WHERE APPLICABLE, SHALL BE PAID BY THE CUSTOMER. THE COMPANY IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS. QUOTATIONS QUOTED PRICES ARE VOID AFTER 30 DAYS FROM DATE OF QUOTATION UNLESS OTHERWISE SPECIFIED.