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SCADA Communications Upgrade Optimization Project**o.rrur1"o"$oL'r?[9fltII3Rfr*rn, This AGREEMENT is dated as of the !l+i\., ", Nmnhc 20tB ("Agreement'), andis by and between the vILLAGE oF OAK BROOK, an lllinois municipal corporation ("Village'), and CONCENTRIC INTEGMTION, 8678 NDGEFIELD ROAD, C RYSTA L LA KE, I LL I NO IS 600 I 2 (" Consultanf'). 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 l. 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 (".Serur'ces"), which Services the Consultant shall provide pursuant to the terms and conditions of this Agreement: SCADA Communications Upgrade and Optimization Project as morc fully desuibed in the attached proposal dated September 13,2018 SECTION 2. TIME OF PERFORMANCE. The Consultant shall perform the Services as mutually agreed upon by the Village and Consultant ("Time of Performance"). SECTION 3. COMPENSATION. A. Asreement Amount. The total amount billed by the Consultant for the Services under this Agreement shall not exceed $44,700.00, including reimbursable expenses, without the prior express written authorization of the Village Manager. The terms for payment to the Consultant shall be as follows: Net 30 daysfollowing completion andJinal approval by the Village. B. Taxes. Benefits. and Rovalties. 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 4.REPRESENTAT10NS 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 cefiifications 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. Michel D. Klein, PE, 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 5. INDEMNIFICATIONI INSURANCE: LIABILITY. A. Indemnification. The Consultant proposes and agrees that the Consultant shall indemni! and save harmless the Village, its officers, officials, employees and volunteers, against all damages, liability, claims, losses, and expenses (including attorneys' fee) that may arise out of or in connection with the Consultant's negligent 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 Liabilitv. No elected or appointed official, or employee of the Village shall be personally liable, in law or in confract, to the Consultant as the result of the execution of this Agreement. SECTION 6. 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: ( I ) create the relationship of principal and agent, employer and employee, partners, or joint venturers between the Village Consultant; or (2) to create any relationship between Village and any subcontractor of the Contractor. B. Conflicts of Interest. The Consultant represents and ceftifies that, to the best of its knowledge: (l) 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 (l) a delinquency in the payment of any tax administered by the Illinois Department of Revenue unless the Con'sultant 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 l1-42.1-l et seq. of the Illinois Municipal Code, 65 ILCS 5/l l-42.1-l 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-l et 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 govemmental 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/l-l0l 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 Confract or the Services, Consultant shall be solely liable for any fines or civil penalties that are imposed by any governmental or quasi- govemmental 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 Conhact 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 satisry the Services or any other requirement of this Agreement ("Event of Defoult'), and fails to cure any such Event of Default within ten business days after the Consultant's receipt of wriften 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 equify, to (l) 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, incuned 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. Assisnment. 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: ( I ) personally ; (2) by a reputable ovemight 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 retum neceipt. 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 Director2 Notices and communications to the Consult8nt shall be addrcssed to, 8nd delivcrcd at, the following address: Conc.ntsic Integr ion t67t Ridgcficld Road Crystal L€kg nlinois 60012 Attcntion: Michael D. Klein, PE Automation Dcpartmcnl Manager l. Wrivlr. Nei$cr lhe Villsge nor the Consultrnt shall bc uDder Eny obligstion to exocise any of the rights glalted io them in this Agreanent exccpt as it shsll determine to be ir its b€st intcrcst ftom time to time. Thc failure of thc Villago or the Coo3ultart to exercise at 8ny time any slch rights shall not b€ deemsd or construed 8s a waiver offrat right, nor shall thc failurc void or atrect tte Villsge's or thc Consultanfs rigit to cnforc€ such rigbts ot any othcr righs. J. Thlrd Prrty BcpeficbIa. No claim as E third party beneficiary undcr this Agrccmcr* by any penor; firm, or corporation shsll bc made or b€ vslid sgainsr thc Villagc. K SgfgjgC-l4gg,lCA. This Agrcan€ shall be ATTEST: Deputy Secretary govemed by, consfired snd enforccd in accordancc with the inlem8l lawt but not the conflicts of laws rulca, of$e State of Illinois. Vcnue for any rcrion arisilg our of rhis Agre€ment shall be in the Circuit Coufl for DuPoge County, lllinois. L Erhlbib rnd Other &rccmcois, lf ary conrlicl exisrj b€twecr| thk Agrcqne and any cxhibit afiachcd hqeto or any othcr Agrecment b€tween 0rc panics rclrting to this tsans8ctior, the lems of this Agrcemart shall prevsil. M. No ltlsclosurc of Confidc irl loforn.tlotr by ths Cotrsulisrl The Conrultrnt rcbowlcdgcs that it shEll, in performing thc Scrviccs for dre Village under tbis Agrc€mcnt, have access, or bc dirtctty or indiredly e)eosed, to Confidential Information. The ConsulEtt shall hold confrdemial all Confid.ntirl lnfomation and shall not disclose or usr such CoDfidcntial InfoEnation withoul thc Exprcss prio, writren comscnt of thc Village. Thc Consuhanl shall us€ reasonable m€Esur€c al lesst as stict 8s ihosc thc CotrsulirDi usas to prstrct iB orvn confirhntial inffination. Such melsur€s shall ircludq without limitrtion, rcquiring employees and subcontracbE of thc Consultrot to exccut! a noltdlsclosuIc aglcmcrt bcforc obuining acccss to Confi dcntial l[fomation. By: Title: Riccsrdo F. Gincx, Village Manager Automation Department Manager "11563377 v: ATTACHMENT A Cr9′οSα ′″● `eaScρ te“bι ″′3,2θ ′3)4 CONCENTRICINTEGRATION September 13, 2018 Mr. Rick Valent Public Works Superintendent Village of Oak Brook 12OO Oak Brook Road Oak Brook, lL 60523 Subiect: SCADA Communications Upgrade - Proposal for Consulting Services Concentric Project Number: 180368.50 Dear Mr. Valent: Concentric lntegration, LLC (Concentric) recently completed a pilot proiect implementing Supervisory Control and Data Acquisition (SCADA) cellular communications for the East Tower and Station A, as those sites were having intermittent communication issues. Based on that proiect's success, and aging radio SCADA communication infrastructure at other sites, the Village has requested a Proposal from Concentric to implement cellular communications at the remaining five remote water system facilities: Well 6, Well 7, West Tower, 35th St. DWC, and Station B. The pilot project included a cellular router at the main polling site to allow for cellular communications to the East Tower and Station A. Although this architecture is suitable for a couple of remote sites, it becomes cost prohibitive as more remote sites are added since the amount of cellular data used is essentially doubled (all data traverses through the cellular router at the master site), and thus results in a higher monthly cost. Concentric recommends that the Village consider having an lntegrated Services Router (lSR) installed at the SCADA master site that is configured to establish a secure Virtual Private Network (VPN) connection to Verizon. ln this architecture, the data from the remote sites travels on the Verizon Private Network to a Verizon data center(s) where it then connects to the Village's ISR through the lnternet using the secure VPN connection. We recommend the Village maintain the existing cellular router at the SCADA master site as a backup in case of an lnternet outage. During the pilot project, Concentric also discovered that data flow between sites is not optimized for radio system communication. This Project includes revisions to the data transmissron between sites to simplify and optimize the communications. Following is Concentric's Proposal for this Project. 8678 Ridgefield Rd., Crystal Lake, lL 5OO12. 815-788-3600 . wwwgoconcentric.com CONCENTRIC tNTEGRAT:ON Scope of Services Equipment Concentric will provide the following equipment: 1. Five (5) Cisco lR8O9 (or similar current model) cellular routers with power supply, mounting accessories, and one year of SMARTnet support from Cisco. 2. Five (5) 4G cellular radio antennas. 3. One (1) Cisco 2911 lntegrated Services Router with one year of SMARTnet support from Cisco. Subcontractor Provide the services of a qualified antenna subcontractor to install cellular antennas at Well 6, the West Tower, and the 35th St. DWC sites. These sites are not amenable to mounting the cellular antenna indoors. Labor Proiect Manaaement 1. Plan, schedule, and coordinate activities that must be performed to complete the Project. Desiqn 1. Provide network design to include the additional five sites in the Verizon Customer Private Network (CPN) and integrate with the SCADA system. Provide simple network diagram depicting the design. 2. Modify (mark up) existing control panel drawings to include the new cellular radios. Proqrammino 1. Configure the lntegrated Services Router to establish a VPN connection to Verizon to allow the remote site SCADA data to be transmitted to the master SCADA site via the Verizon CPN. 2. Configure the cellular routers to communicate using the Verizon CPN. 3. Modify Programmable Logic Controller (PLC) lP addressing to use the Verizon CPN in lieu of the existing radio system. PrOleCt#180368.50 Page No.2 CONCENTRIC I I{ T E G R AT I O N 4. Modify Operator lnterface Terminal (OlT) lP addressing. 5. Modify PLC programming, OIT program configuration, and SCADA software tag database to simplify and optimize data routing between sites. lnstallation and Testina 1. lnstall Cisco integrated services router at Village Hall and connect to the existing lnternet connection. Link to the master PLC using the existing fiber optic cabling. 2. lnstall Cisco cellular routers at the five sites: Well 6, Well 7, West Tower, 35th St. DWC, and Station B. 3. Test communications to confirm proper operation. Concentric Assumptions / Owner (Village of Oak Brook) Responsibilities Owner will procure and have a business-class, reliable lnternet or network connection at the location of the master PLC prior to startup and installation. The lnternet connection will require at least one static lP address to be available. Evaluation of alternatives, installation, and monthly recurring costs for the lnternet connection will be the responsibility of the Owner. Concentric requests an opportunity to review the lnternet contract prior to signing. Owner will provide site access for installation, programming, and startup during the Owner's normal business days and working hours. Work outside of this time can be agreed upon as needed, provided Concentric can secure the site(s) upon departure. Owner understands that all existing equipment to remain is assumed to be in good, working order. ln the event that any other equipment does not perform as-expected, Concentric will work with the Owner to repair, as-needed, under a separate contract. Owner will dispose of /recycle any removed equipment. 1.4Project # 18O368.50 Pase No. 3 CONCENTRICINTECRAT10N Annuai support This Project will add additional hardware and software to the Owner, some of which has support or maintenance associated with it. Concentric recommends Owner maintain applicable support agreements once the initial support/warranty periods expire. On this Project, we have included the following support agreements, that all begin approximately at the date the product is shipped (not necessarily the date it is onsite) and last for periods varying from one year to three years. Following is the recommended support and estimated amounts for renewals each year (this is provided solely for budgetary purposes and will need to be quoted at the time of renewal): Description 2018 2019 2020 2021 Cisco SMARTnet for 291l Router lncluded $735 $770 $810 Project Schedule Our estimated project schedule will be agreed upon at the project kickoff meeting. Warranty The warranty listed in the attached Standard Terms & Conditions document (Paragraph 13): EI DOES apply tr DOES NOT apply Fee Our fee for the above scope is a lump sum of $44,7OO. This agreement is valid for 90 days from the date of this Proposal. Terms & Conditions Refer to attached Standard Terms & Conditions document. Project#180368.50 Page No.4 Cisco SMARTnet forlR809 Routers $1,050 Total :nc:lded $1,785 CONCENTRICiNTEGRAT10N Acceptance lf this proposalis acceptable,please sign one copy and return to us.Feelfree to contact rne if you have any questions. Sincerely, CONCENttRIC INTEGRA丁 |ON,LLC Michael D. Klein, PE Automation Department Manager MDK ACCEPTED BY: TITLE: DATE: Above signature implies acceptance of the attached STANDARD TERMS & CONDTTTONS O:S PrOleCt#18036850 Page No.5 CONCENTRIClNTEORAT10N Standard Terms&Conditions '1. The submitted proposal and thesg Standard Terms & Conditions constitute and are herein r€ferred to as the Agreement.2. Concentric lntegration is h€teln referred to as concentric, and the party wlth whom concentric is entering intolhis Agreernent with is hereln referred to asOwner.3. Conc€ntric may submit requests for Periodic progress payments for s€rvices rendered. Payrnents shall b€ dug and owing by the Owner upon r€ceipt ofconcentric's invoice for services. Payrnents to corrcentric after sixty (60) consecutive calendar days from the date of concentric's invoic€ for services shallinclude an additional hte payment charge computed Owner an annual rate of twelve percent (tzx) from date of Coacentric's invoice; and Concentric may,after giving seven (7) days written notice to the Owner, suspend services under this Agreement until Concentric has been paid in full all amounts due forservices, expenses, ard late payment charges.4. This Agreement may be terminated, in whole or in part, by either party if the other party substantiatly fails to fulfilt its obligations under this Agreementthrough no fault of the terminating part!4 or tt|€ Owner may terminate this Agreement, in whole or in part, fior its convenience. However, no srihterminataon may be effected unless the terminating party gives the other party: (I) not less than ten Ob) calendar days written notice by certified mait ofintent to terminate, and (2) an opportunity for a meeting with the terminating-party before termination- tf this Agreement is terminated-by either party, Concentric shall be paid for services performed to the effective date of terminition, including reimbursable expJnses. h the event of contract termination,the Owner shall receive reproducible copies of Drawings, Custom Developed Applications and other documents completed by concentric.5. concentric agrees to hold harmless and indemnify the Owner and each of its officers, agents and employees from any and attiiability claims, losses, ordamages, to the extent that srch claims, losses, or damages are caused by Concentric'Jnegtigence ln the performanie of the services under thisAEreement, but not inchrding liability that may be due to the sole negligence of the owner or other consultanB, contractors or subcontractors working forth€ owner, or their officgrt agents and employees. ln the €vent claims, lossss, or damages are caused by the joint or concurrent negligence ot concentricand the Owner they shalt b€ borne by each party in proportion to its negtigence.5' The Owner acknowledgG that concentrk is a Limited Liability compani ano not a Professional service corporation, and further acknowl€dges that th€corporate entity. as tfie party to this contract, expressly avoids contrscting for individual responsibility of itj officers, directors, o, employeei.7' The ownet and concenttk agree that any claim rnade by either party arising out of any act 6f tne otfier partrr: oranv oflcer, oirector, orLmployee of theother partv ln the execrrtion or performatrce of th€ Agreement, shall be mad; sobty agiinst the other partv iio "oi]"aMiduatty or iointty agiinit sucnoffic€r, dirsctor, or emdoyees.8' For the duration of the ptoiect, concentric shall procure and maintain insurance for protection from claims under worker,s compensation acts, claims fordamages becaus€ of bodily injury including personal injury, sickness or diseas€ or death of any and a[ employees or of any person other than suchemployees, and ftom claims.or damages because of inrury to or destruction of property incluiing toss of use resutting tLi"rrorn, all€ged to arise fromConcentric's negligpnce in the performance of services under this Agreement. ihe'Owner shall & named as an aaAitlonat insured on-Concentric,s generalliability insutance policy. The limits of liabllity for the insurance required by this Subgection are as foilows: Workers Compensation: Statutory Limits Excess Umbrella Laabilittn 3S,OOO,OOO per claim and aggregate General Liability; sl,ooo,ooo per claim,/ $2,ooo,ooo aggregate professional Liabitity: 3looo,ooo p€r claim Automobi!e Liabi:ity: sl,000,000 combined sing!e∥mit 35,OOO,OOO a99regate9. Notwithstanding any other provision of this Agreement, and to th€ fullest extent permitted by law, the total liability, in the aggregato, of concentric andtheir officers, directors, employees, agents, and any of them, to the Owner and anyone claiming by, through or under ttre owner, for any and all claims,losses, costs or demages whatsoever arising out of, resulting from or in any way related to the prolect or lne agreement from any causl o, causes,lncluding but not limited to the negligence, professional errors or omisslons, strict liability or breach of contract or warranty expressed or lmplied ofconcentric or their officers, directors, employees, agents or any of them, hereafter referred to as the, owne/s claims,, shall not exceed the total insuranceproceeds available to pay on behalf ofor to concentric by their insurers ln settlement or satisfaction of owne/s Claimj uncter the t€rms and conditions ofconcentric's insurance policies applicable thereto, including all covered payments made by those insurers for fees, costs and expenses or investigation,claims adjustmenL defense and appeal.'lO. conc€ntric is responsible for the quality, technical accuracy, timely completion, and coordination of all Designs, orawings, custom Developed Applicationsand other services fu.nished or required under this Agreement, and shall endeavor to perform such serviceiwith the sa--e sritt and iudgment which can bereasonably expected from similarly situat€d professionats. The Owner may, at any ti.ne, by written order, make changes within the general scope of this Agreement in the services to be performed by Concentric. lfsuch changes cause an increase or decrease in concentric's fee or time required for'performancl of any services under this agreement, whether or notchanged by any order, an equitable adiustment shall be made and this agreement shall be modified in writing accorJingiy. No se-ic" for which anadditional compensation witl be charged by Concentric shall be furnished without the written authorization & ttre Owner.All Drawings, Custom oeveloped Applications, and other documents prepared or furnished by Concentric pursuant to this Agreement are instruments ofservice in resp€ct to the project, and concentric shall retain the right of reuse of said documents and electionic rnedi. by anct at the discretion ofconcentric whether or not the project is completed. Electronic copies of concentric's documents for information and reierence in connection with the useand occupancy of the ptoiect by the Owner and others shall be delivered to and become the property of the owner; however, conc€ntric,s documents arenot intended or tepres€fited to be suitable for reuse by the owner or others on additions or extensions of the projeit, or on any other proiect. Any suchreuse without veriFcation or adaptation by concentric for the specific purpose intended will be at the owners soie risk and without liability or legalexposure to concentric, and the owner shall indemnify and hold harmless Concentric from all claims, damages, losses and expenses inctuding attorneys,fees arising out of or resulting therefrom. concentric warants that the services ptovided fot unde. this Agreement will be completed in a good and workmanlike manner in accordance withapplicable codes, ordinances. regulations or othet legal owner. For a period of one 0) year afterlhe owner receives beneiiciat use of the installation,concentric will ptovid€ a limited warranty to the owner for any defect due to iaprop"i matlrials or workmanship supptied by concentric. Any suchwarranty provided to owner shall be provided by concentric without expense to the owner for the on€ (l) year period described herein. coNcENTRtc,SWARRANTY ls A LIMITED WARRANTY FoR A PERIoD oF oNE O) YEAR FROM THE DATE oF BENEFtctAL Usi oF THE tNsTALLATtoN. itris warraniy islimited to onlv defects in material end workmanship on products purchased and fully installed by concentrk and exctudes derects caused by improper use,abuse, accident, acts-of-God (including. but not limit€d ao lightning), atteration, or oiher conditions beyond concentiii t-iJniror, as oetermined byconcentric, and all oralnufacturer's products or workmanship as covered by their respective warranties. For manufucturer,s products oI workmanshioconcentric will delivet to owner all manufacturers' warranties of proclucts. lN coNsiDERATtoN oF THE LlMtrED WARRANTv coNTAtNED HERETN THEOWNER AGREES AND ACKNOWLEDGES THAT SUCH WARRANTY REPLACES ALL OTHER WARRANTIES EITHER EXPRESS OR IMPLIED INCLUDING BUTNOT LIMITED To AI'IY WARRANTIES oF MERCHANTABILITY oR FITNESS FOR A PARTICULAR PURPOSE. Concentric's warranty is timited to repair o,replacement of a defective product without cost to the owner. owNER wAlvEs ALL cLAtMs To tNctDENTAL OR CONSaOUENTIAL DAMAGES. Thislimited wartanty extends only to the opner and not to subs€quent buyers/owners. owner must giye written notice of a defect wltnin the one (l) yearwarranty period described above- ln the event of any dispute between the owner and concentric, such dispute shall b€ resotved in accordance with theseStandard Terms & Conditions and the Agreement. Any provision or part thereof of this Agreement held to be void or unenforceable under any law shall be deemed stricken, and all remaining provisions shallcontinue to be valid and binding upon the perties. The parties agree that this Agreement shali be reformed to reptace sui'tritricken provision or partthereof with a valid and enforceable provision which comes as close as possiblJto expressing the intention of the stricken provision. This Agreement contains and embodies the entire and integrated agreement between partie; hereto and supersedes all prior negotiations, representations,or agreements, eithet written or oral.