Exhibit X-0
Xxxxxxx Xxxxxx Xxxxxxxx Xx. 00000
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ReGENco LLC
(Contractor)
Alliant Energy Corporate Services, Inc.
(as agent for each Legal Entity defined below)
GENERAL AGREEMENT
TABLE OF CONTENTS
Paragraph Title Page
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1. DEFINITIONS...................................................1
2. TERM OF AGREEMENT.............................................2
3. SCOPE OF WORK AND FEE SCHEDULE................................2
4. COMMENCEMENT AND COMPLETION OF WORK...........................2
5. METHOD OF PAYMENT.............................................3
6. SALES TAX.....................................................3
7. INDEPENDENT CONTRACTOR AND SUBCONTRACTING.....................3
8. DELIVERY......................................................5
9. ACCEPTANCE AND COMPLETION OF WORK.............................5
10. LIENS........................................................6
11. PROPRIETARY INFORMATION......................................6
12. BOND REQUIREMENT.............................................6
13. PROTECTION OF EMPLOYEES AND PUBLIC...........................7
14. INDEMNIFICATION..............................................8
15. HAZARD COMMUNICATIONS........................................8
16. LOSS OR DAMAGE...............................................9
17. INSURANCE....................................................9
18. WARRANTY....................................................10
19. REMEDIES....................................................10
20. AUDIT REVIEW................................................11
21. FORCE MAJEURE...............................................11
22. SAVING CLAUSE/INDEPENDENT TERMS.............................12
23. NONWAIVER...................................................12
24. DISPUTES AND GOVERNING LAW..................................12
25. COMMUNICATION BETWEEN THE PARTIES...........................12
26. CONTRACT DOCUMENTS..........................................13
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ATTACHED SCHEDULES
SCOPE OF WORK/PRICE SCHEDULE.......................... SCHEDULE A
SPECIAL TERMS AND CONDITIONS.......................... SCHEDULE B
SPECIAL TERMS AND CONDITIONS FOR
HAZARDOUS MATERIALS............................. SCHEDULE B(1)
CANCELLATION AND CONTINGENT DELAYS.............. SCHEDULE B(2)
WORK SCHEDULE......................................... SCHEDULE C
SPECIFICATIONS, DRAWINGS, ETC......................... SCHEDULE E
CONTRACTOR'S PROPOSAL................................. SCHEDULE F
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GENERAL AGREEMENT
This Agreement is made this 25th day of January, 2002 by and between ReGENco
LLC, a Limited Liability Company of the State of Wisconsin with offices at
0000X Xxxx Xxxxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxxxxxx 00000 ("Contractor"), and
ALLIANT ENERGY CORPORATE SERVICES, INC. ("Company") (an Alliant Energy
company) as agent for each Legal Entity described below.
IN CONSIDERATION OF the following terms and conditions, Contractor agrees to
perform Work for Company pursuant to this Agreement.
1. DEFINITIONS
Certain terms in this Agreement shall be defined as follows:
a. "Subcontractor" means any person, firm or corporation to whom the
Contractor, with the written permission of the Company, contracts,
assigns or sublets any part of the construction, maintenance,
engineering and/or general service work to be done for Company.
b. "Agreement" means the terms and conditions set out herein including
all schedules and addendums attached and incorporated as part of
the total agreement between the parties, and items specifically
incorporated therein including Company's Purchase Orders
referencing this General Agreement.
c. "Work" means all of the supervision, labor, materials, equipment,
engineering, consultation, services, and transportation, or other
facilities as may be necessary to fully perform the Agreement.
d. "Site" means the location where the Work is being performed.
e. "Company" means Alliant Energy Corporate Services, Inc., a company
incorporated under the laws of the state of Iowa, acting as agent
for and on behalf of each Legal entity listed below.
f. "Legal Entity" means Interstate Power and Light Company, and/or
Wisconsin Power and Light Company, its/their successors and assigns.
g. "Contractor" means the individual or entity identified as such in
the introductory paragraph, as well as its successors and assigns.
h. "Purchase Order(s)" means the document developed by Company and
Contractor in accordance with this Agreement. The terms and
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conditions of this Agreement shall supersede the terms and
conditions on the reverse side of the Purchase Order. Company, on
behalf of a Legal Entity, may add additional terms, including
relevant sales tax information on the front of the Purchase
Order(s), which shall be deemed binding upon Contractor, its
subcontractors, successors, and assigns.
2. TERM OF AGREEMENT
Unless otherwise terminated, this Agreement shall be in effect for a period
of one (1) year and shall automatically renew for additional one (1) year
periods. Company and Contractor may agree to a different term of agreement
if provided for in Schedule B.
3. SCOPE OF WORK AND FEE SCHEDULE
a. Contractor shall furnish all labor, supervision, training,
materials, equipment, and tools required to carry out such Work as
agreed upon and authorized by Company's Purchase Order(s) issued
pursuant to this Agreement and in accordance with pricing, wage,
salary, and equipment fee schedules, as set out in Schedule A
attached, unless otherwise specified in Company's Purchase
Order(s).
b. No Work shall be performed pursuant to the terms and conditions of
this Agreement until Contractor has received Company's Purchase
Order authorizing the Work to be performed, the starting and
completion dates, and total compensation for such Work. Contractor
shall not do extra work other than that specified by this
Agreement, unless authorized in writing by Company.
4. COMMENCEMENT AND COMPLETION OF WORK
Contractor shall commence and complete the Work as stated on each Purchase
Order issued pursuant to this Agreement, or as set out in Schedule C attached
hereto. In the event Contractor does not comply with the completion
deadline, then the Company or its Legal Entity shall have the options of
allowing Contractor to complete the Work, of declaring the Agreement breached
and retaining any funds then due Contractor as liquidated damages, or of
declaring the Agreement breached and using any legal remedy to recover its
damages. Company may cancel any portion of the Work to be performed under
this Agreement by paying to Contractor the appropriate and necessary expenses
incurred by Contractor and agreed to by Company. These remedies are
non-exclusive and are in addition to the costs provided for in Paragraph 8,
unless otherwise specified in Schedule C.
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5. METHOD OF PAYMENT
Company shall pay Contractor the sum specified in Schedule A or the Purchase
Order upon the following terms:
a. For each Legal Entity, and at each Work Site, Contractor shall
submit monthly invoices itemizing materials, labor and supplies
used on the project to verify the costs of the Work actually
completed, including materials delivered and stored on premises.
Each invoice shall reference the Company and Legal Entity contact
person(s) named in Paragraph 25. Invoices shall separately state
and itemize all applicable sales and/or use taxes, and shall
reference Legal Entity, the Purchase Order, and this Agreement.
Any additional costs and expenses shall require the prior approval
of the Company.
b. Unless otherwise provided in Schedule B, Company shall pay one
hundred (100%) percent of the amount invoiced by the thirtieth
(30th) day following receipt of Contractor's invoice, subject to
acceptance and approval of Company and Legal Entity's designated
representative in charge of the project.
c. Final payments, including any funds retained, shall be due thirty
(30) days after Contractor completes the Work; submits the final
invoice; and the Work is finally accepted in accordance with
Paragraph 9, except as provided in Paragraph 16.
d. All invoices shall be submitted for payment with supporting
documentation in duplicate to Company at the address specified in
the applicable Purchase Order.
6. SALES TAX
Sales tax shall be charged in accordance with the specifications listed on
the front of Company's Purchase Order. Where applicable, Contractor shall
itemize the amount of the sales tax separately for materials and taxable
services included in any invoice submitted to Company.
7. INDEPENDENT CONTRACTOR AND SUBCONTRACTING
a. Independent Contractor. Contractor agrees that it is an
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independent contractor and shall be at all times solely responsible
for itself, as well as its employees, agents, and Subcontractors as
to workmanship, accidents, injuries, wages, supervision and
control. Company and each Legal Entity will exercise only limited
supervision of the Work in order to keep themselves informed as to
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the progress thereof. This Agreement may not be altered in any
manner so as to change the relationship of Contractor from that of
independent contractor or to alter Contractor's responsibilities.
b. Supervision. Contractor shall employ only competent workers and
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supervisors. If requested, a competent superintendent or
Contractor's designated representative shall be at the Site at all
times during working hours to supervise the Work. Such Work shall
be conducted in cooperation with supervisors, engineers or other
employees and contractors in such a manner that the service of the
Legal Entity will not be unnecessarily interrupted.
c. Subcontracting. Contractor shall obtain Company's written
--------------
permission before subcontracting any portion of the Work, and such
permission shall not be unreasonably withheld. If permission is
given to subcontract Work, Contractor shall remain solely
responsible for satisfactory completion of the Work and shall
incorporate the terms and conditions of this Agreement into the
subcontracting agreement.
d. Suspension of Workers or Subcontractors. Company or its Legal
-------------------------------------------
Entity may, at its option, require Contractor to remove any of its
employees or Subcontractors from the Site by advising Contractor
orally or in writing and Contractor shall remove the designated
employee(s) or Subcontractor(s) as soon as practical after receipt
of such notice. Company is not required to state a reason for
requesting such removal.
e. Permits. Contractor agrees to procure all permits, easements, and
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licenses necessary or required by any statute, ordinance, rule or
regulation for carrying out the Work provided for in this Agreement.
f. Contractor will notify Company immediately if:
1) Contractor is served notice of violation of any laws,
regulations or permits that relate in any material aspect to
Work performed hereunder;
2) proceedings are commenced which could lead to revocation of
permits or licenses that relate to such Work;
3) permits or licenses relating to such Work are revoked; or
4) Contractor becomes aware that any equipment or facility
related to such Work is not in compliance with applicable laws
and regulations.
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8. DELIVERY
a. Time is of the essence in this Agreement. If the delivery of goods
or rendering of Work is not completed by the time, if any,
specified in Schedule C or Company's Purchase Order, Company, or
its Legal Entity reserves the right, without liability and in
addition to its other rights and remedies, to terminate this
Agreement by notice effective when received by Contractor as to
goods not yet shipped or Work not yet performed, and to purchase
substitute Work elsewhere and charge Contractor with any loss
incurred. All costs resulting from delays in delivery shall be at
Contractor's expense.
b. Delivery of materials, equipment and associated goods shall be
F.O.B. destination, and pursuant to the delivery schedule, if any,
set out in Schedule C or Company's Purchase Order. Title to and
risk of loss of such materials, equipment and associated goods
shall remain with Contractor until final acceptance pursuant to
Paragraph 9.
c. Payment for the materials, equipment and associated goods delivered
under this Agreement shall not constitute acceptance. Company, or
its Legal Entity shall have the right to inspect, test, and reject
such materials, equipment and associated goods during the warranty
period.
9. ACCEPTANCE AND COMPLETION OF WORK
a. Upon receipt of written notice from Contractor that the Work is
ready for final inspection or review, Company and its Legal Entity
shall have its designated representative make such inspection. If
a designated representative finds that the Work is completed, that
the lien waivers and evidence under Paragraph 9b have been
submitted, and that all obligations of Contractor have been paid as
provided, Company's Certification of Completion and Settlement
shall be issued and signed stating that the Work under this
Agreement has been completed and that the entire balance as set
forth in such Certification of Completion and Settlement is due
Contractor.
b. Before issuance of the Certification of Completion and Settlement,
Contractor shall submit evidence satisfactory to Company that all
payrolls, materials, bills, sales taxes and other indebtedness
connected with the Work have been paid, and no payment for the
balance due shall be made by Company until such evidence shall have
been submitted and waivers of liens have been furnished Company.
Issuance of a Certification of Completion and Settlement shall not
constitute a waiver of any rights or remedies of Company or its
Legal Entity, as provided in this Agreement or at law.
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c. Company may, at its discretion, accept in writing portions of the
Work without the release or waiver of any of its rights under the
terms and conditions of this Agreement or at law. Contractor's
obligation to submit supporting documentation shall remain the same
as if Company had made no partial acceptance of the Work.
10. LIENS
Contractor, for all persons employed by Contractor, for its Subcontractors,
and for all other persons performing any labor or furnishing any labor or
materials for any of the Work covered by the Agreement, hereby waives, to the
full extent permitted by law, all liens for or on account of the Work
performed or furnished and agrees that all Work furnished by Contractor or
its Subcontractors, the improvements or structures incorporating the same,
and the land to which it is appurtenant shall at all times be free and clear
of all such liens. Contractor further agrees to execute Company's
Certification of Completion and Settlement to verify the waiver of liens
prior to final payment.
11. PROPRIETARY INFORMATION
Contractor recognizes and acknowledges that certain information considered to
be proprietary or confidential by Company, including but not limited to
contractual information, trade secrets, computer codes, formulas, methods,
inventions and devices that are or may be in the future developed, used by or
in the possession of Company and applicable Legal Entity, constitutes a
valuable, special and unique asset of Company and each Legal Entity or their
other vendors. Contractor shall not, without written permission of Company,
disclose such proprietary or confidential information to any person, firm,
corporation, association or other entity for any reason or purpose
whatsoever. In the event of a breach or threatened breach by Contractor of
the provisions of this Paragraph, Company and Legal Entity shall be entitled
to an injunction restraining Contractor from so doing. Nothing herein shall
be construed as prohibiting Company or a Legal Entity from pursuing any other
remedies available to Company for such breach or threatened breach.
12. BOND REQUIREMENT
Company may require Contractor to furnish to Company a Performance and
Payment Bond, underwritten by a surety company acceptable to Company, to
guarantee the completion of the Work and the payment of all obligations,
without proof according to law, for an amount equal to one hundred (100%)
percent of the consideration of the Agreement. Contractor shall obtain and
furnish the Performance and Payment Bond with Bond costs being included in
Contract expense. Bond shall be provided to Company prior to execution of
this Agreement.
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13. PROTECTION OF EMPLOYEES AND PUBLIC
Contractor represents and warrants that:
a. Contractor is familiar with the Work Site and its environment, and
shall inspect at all times Contractor's Work to discover and
promptly take all precautions and remedies necessary to protect and
warn all employees and third parties against existing conditions or
conditions created during the progress of the Work which may
involve risk of bodily harm or property damage to all persons,
including employees or property of both parties and third parties.
b. Contractor is in full compliance with all requirements of federal,
state and local safety standards, codes and regulations applicable
to the Work ("Laws"), including those Laws applicable to the
protection of Company's and Contractor's employees and members of
the public. Said Laws include, but are not limited to the
Occupational Safety and Health Act of 1970 as amended, and those
prohibiting discrimination against any employee or applicant for
employment because of race, creed, color, sex, national origin, age
or disability.
Specifically, Contractor agrees to comply with all provisions of
Executive Order 11246, as amended by Executive Order 11375 and all
rules, regulations, and relevant orders of the Secretary of Labor
related to equal employment opportunity as in effect on the date of
this Agreement, including without limitation, the equal opportunity
clause set forth at 41 C.F.R. 60-1.4(a).
Contractor further agrees to comply with all provisions of the
Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC
2012) and all rules, regulations, and relevant orders related to
employment of Vietnam veterans as in effect on the date of this
Agreement, including without limitation, the affirmative action
clause set forth at 41 C.F.R. 60-250.4.
Contractor further agrees to comply with all provisions of the
Rehabilitation Act of 1973, as amended, and all rules, regulations,
and relevant orders related to employment of a Person with a
Disability as in effect on the date of this Agreement, including
without limitation, the equal opportunity clause set forth at 41
C.F.R. 60-741.5(a).
c. Contractor will comply fully with all federal and state
unemployment insurance laws and federal Social Security laws that
apply to the Work and to make such reports and payments as are
required.
d. Contractor will comply fully with all applicable Workers'
Compensation laws.
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e. Contractor will comply fully with all requirements of state or
federal environmental laws including environmental protection
agencies.
14. INDEMNIFICATION
a. Contractor agrees to assume all risk of loss and to defend,
indemnify and hold Company, each Legal Entity, their officers,
directors, employees and agents harmless against any and all
claims, liabilities, damages, losses, costs or expenses of whatever
nature or character for all injuries or damage of any type to any
person or property, including injuries or damage of third parties
or employees of both parties and employees of Subcontractors,
occasioned wholly or in part by any act or omission of Contractor
or its Subcontractors or of anyone directly or indirectly employed
by any of them or for whose acts any of them may be liable,
resulting from or arising out of the Work, or any of the activities
of Contractor, its employees, or any Subcontractor or its
employees, pursuant to this Agreement, whether or not such injuries
or damage are occasioned in part by Company, a Legal Entity, their
officers, directors, employees, or agents.
b. Contractor further agrees to assume all risk of loss and to defend,
indemnify and hold Company, each Legal Entity, their officers,
directors, employees, and agents harmless against any and all
claims, liabilities, damages, losses, costs or expenses of whatever
nature or character for all injuries or damage of any type to any
person or property, including injuries or damage of third parties
or employees of both parties and employees of Subcontractors,
occasioned wholly or in part by any act or omission of the
Contractor, its Subcontractors or anyone directly or indirectly
employed by any of them or for whose acts any of them may be liable
which cause or create pollution, contamination or adverse effects
on the environment, due to, but not limited to, the disposal,
discharge, escape, dispersal, release or saturation of smoke,
vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids,
gases, or hazardous substances as defined under applicable state
law, into the atmosphere, or on, onto, in or into the surface or
subsurface soil, groundwaters, or surface waters, whether or not
such injuries or damage are caused in part by Company, a Legal
Entity, their officers, directors, employees or agents.
15. HAZARD COMMUNICATIONS
Contractor and Company shall comply with all applicable hazard communication
requirements of the Occupational Safety and Health Administration (OSHA), as
codified at 29 C.F.R. 1910.1200. Contractor shall provide Material Safety
Data Sheets for any hazardous chemicals brought into Company work places by
Contractor. In addition, Contractor shall provide the necessary information
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to train its employees on each hazardous chemical to which they may be
exposed in Company work places. Suggestions for appropriate protective
measures in handling those hazardous chemicals shall also be exchanged
between Contractor and Company, at Contractor's request.
16. LOSS OR DAMAGE
Until accepted in its entirety by Company, the Work shall be at Contractor's
risk, and if any loss of or damage occurs prior to acceptance Contractor
shall, without cost to Company or any Legal Entity, promptly repair or
replace the parts so lost or damaged. All loss or damage to Contractor's
property shall be borne by Contractor. In addition, when maintenance service
is performed Contractor's liability for any loss or damage may include units
or parts of equipment upon which maintenance was not performed.
17. INSURANCE
Contractor shall provide and maintain Public Liability and Property Damage
Insurance so as to provide protection and indemnification against any and all
such claims or suits in connection with the Work which is the subject of this
Agreement. Contractor shall furnish to Company certificates issued by
insurance companies acceptable to Company showing policies carried and the
limits of coverage as follows unless otherwise provided in Schedule B:
a. Workers' Compensation Insurance for Contractor's employees to the
extent of statutory limits and Occupational Disease and Employer's
Liability Insurance for not less than $500,000.
b. Commercial General Liability Insurance, including but not limited
to Products and Completed Operations and Contractual Liability, as
applicable to Contractor's obligations under this Agreement with
limits not less than:
Personal Injury - $2,000,000 per occurrence and
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Property Damage - $2,000,000 per occurrence.
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c. Automobile Liability Insurance with limits not less than: Bodily
Injury - $1,000,000 each accident, and Property Damage - $1,000,000
each accident.
Certificates of insurance shall be on file with Company prior to execution,
shall remain in effect for the duration of this Agreement, and shall name
each Legal Entity as an additional insured. All certificates of insurance
shall state that prior to cancellation, non-renewal or any material change,
thirty-(30) days' written notice shall be given to Company. Failure of
Company to enforce the minimum insurance requirements listed above shall not
relieve Contractor of responsibility for maintaining these coverages.
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18. WARRANTY
a. Contractor warrants to Company and each Legal Entity that the Work
provided shall be performed by qualified and competent personnel in
accordance with industry practice and the high standards of care
and practice appropriate to the nature of the Work rendered and
that any materials, equipment and goods furnished shall be free
from defects. Contractor further warrants that upon completion the
Work covered by this Agreement shall conform in all respects to all
specifications and be fit for the particular purpose intended by
Company. Materials and equipment furnished by Contractor as part
of the Work, but designed or manufactured by others, shall be
covered by this warranty, and Contractor shall be responsible for
enforcement of any applicable manufacturers' warranties.
b. The foregoing warranties are given and accepted in addition to any
warranties of merchantability and fitness for a particular purpose
provided by the Uniform Commercial Code as adopted by the State of
whose laws govern the Work performed as specified in Paragraph 24.
19. REMEDIES
a. Upon discovering any breach of this Agreement by Contractor,
Company or its Legal Entity(ies), may pursue any and all remedies
available under law, including but not limited to requiring
Contractor, at its expense, to replace defective materials,
equipment and goods, to correct the defects or otherwise re-perform
the Work, and to replace or repair (at Company's option) any
materials, equipment, goods, or other Company property damaged as a
result of faulty Work or to terminate this Agreement. Title to and
risk of loss for any furnished materials, equipment and goods being
replaced or repaired shall remain with Contractor until completion
and final acceptance by Company of any corrective Work. In the
event of any emergency when, in the judgment of Company, delay
could cause serious loss or damage, repairs or adjustments may be
made by Company or a third party chosen by Company with reasonable
notice to Contractor, and the cost of the Work including materials
and labor shall be paid by Contractor.
b. Subject to statutes of limitations, Company may pursue the remedies
provided above including termination of the Agreement, at any time
following the date a breach of this Agreement is discovered or, by
exercise of reasonable diligence, could have been discovered.
c. No agreement varying or extending any warranties or remedies herein
will be binding unless in writing and agreed to by Contractor and
Company.
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d. Company shall have the right to delay or cancel for its convenience
further performance of all or any separable part of this Agreement
at any time by written notice to Contractor.
20. AUDIT REVIEW
Company, Legal Entity, or their designated representatives shall have access
to Contractor's records maintained pursuant to this Agreement at the
Company's premises or at Contractor's regular place of business during normal
business hours to review, audit, and verify any information connected with
this Agreement required by Company to determine the costs associated with
non-fixed price Work or cancellation of Work in progress, or to evaluate and
monitor quality assurance programs. Company shall not have a right to audit
in connection with cost(s) associated with (1) the firm portion of any
fixed-price Work, except for cancellation of Work in progress, or (2)
Contractor's published commercial rate schedule or any agreed-upon rates for
time-and-materials Work.
Copies of any material shall be made for Company at its request and
reasonable costs of reproduction shall be borne by Company. Access to
Contractor's records for the above audit purposes or for technical review
purposes relative to Contractor's performance of the Work under this
Agreement shall be granted to Company for three (3) years after acceptance of
the Work, or cancellation of this Agreement.
21. FORCE MAJEURE
It is understood that at times unavoidable delays result from causes which
may reasonably be presumed to be beyond the control of Contractor or Company,
such as: Acts of providence, floods, fortuitous events, unavoidable (from
the standpoint of Company) accidents, riots, strikes, and lock outs. Should
the progress of the Work (including delivery of equipment, goods and
materials) be or seem to be delayed at any time for such causes, Contractor
shall at once notify Company in writing of the occurrence, in order that a
record of the same may be made. Should it be decided by Company that the
delay was unavoidable, a corresponding extension of time for the completion
of the Work may be allowed by Company not to exceed the actual number of days
such unavoidable delays accrued, but it is distinctly understood that should
Contractor fail or neglect to notify Company as above provided, such omission
shall be construed as a waiver of all claims and rights to extension of time
for the completion of the Work on account of such delays. Both parties shall
in good faith use such effort as is reasonable under all the circumstances
known to that party at the time to remove or remedy the cause(s) and mitigate
the damages.
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22. SAVING CLAUSE/INDEPENDENT TERMS
Each term and condition of this Agreement is deemed to have independent
effect and the invalidity of any partial or whole paragraph or article shall
not invalidate the remaining paragraphs or articles. The obligation to
perform all of the terms and conditions of this Agreement shall remain in
effect regardless of the performance of any invalid term by the other party.
23. NONWAIVER
The failure of Company to insist on or enforce, in any instance, strict
performance by Contractor of any of the terms of this Agreement, or to
exercise any rights herein conferred shall not be construed as a waiver or
relinquishment to any extent of its right to assert or rely upon any such
terms or rights on any future occasion.
24. DISPUTES AND GOVERNING LAW
Any disputes not settled by management of the parties shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association for the Arbitration of Commercial Disputes. Contractor's
obligation to perform under this Agreement shall remain in effect during the
resolution of disputes.
Claims arising out of Work performed under this Agreement shall be governed
by the laws of the state in which an affected Legal Entity has its principle
place of business, with venue lying in the county seat thereof.
25. COMMUNICATION BETWEEN THE PARTIES
All communications related to this Agreement shall be to the persons listed
below or to such other persons that the parties may specify in writing:
CONTRACTOR: ReGENco LLC
Xxxxx X. Xxxxxx
Chief Financial Officer
0000X Xxxx Xxxxxxxxxx Xxxxxx
Xxxx Xxxxx, Xxxxxxxxx 00000
LEGAL ENTITY: WISCONSIN POWER & LIGHT COMPANY
Xxxxxx Xxxx
Supply Chain Administrator
000 Xxxxx Xxxxxx XX
Xxxxx Xxxxxx, Xxxx 00000
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LEGAL ENTITY: INTERSTATE LIGHT AND POWER COMPANY
Xxxxxx Xxxx
Supply Chain Administrator
000 Xxxxx Xxxxxx XX
Xxxxx Xxxxxx, Xxxx 00000
COMPANY: ALLIANT ENERGY CORPORATE SERVICES, INC.
Xxxxxx Xxxx
Supply Chain Administrator
000 Xxxxx Xxxxxx XX
Xxxxx Xxxxxx, Xxxx 00000
26. CONTRACT DOCUMENTS
This Agreement represents the complete understanding of the parties and shall
govern over all other documents and oral representations making all other
representations of the parties null and void. The terms and conditions of
this Agreement shall govern the following documents, unless specifically
amended as provided in Schedule B, and shall control over any conflicting
term or condition found in Schedule F or on the reverse side of Company's
Purchase Order(s). The following documents are part of this Agreement:
Company's Purchase Order Referencing This Agreement
Schedule A - Scope of Work/Price Schedule
Schedule B - Special Terms and Conditions
Schedule B(1) - Special Terms and Conditions for
Hazardous Material
Schedule B(2) - Cancellation and Contingent Delays
Schedule C - Work Schedule
Schedule D - Terms and Conditions Applicable to DAEC
Schedule E - Specifications, Drawings, Etc.
Schedule F - Contractor's Proposal
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This Agreement is executed the day and year first above written at Cedar
Rapids, Iowa.
ReGENco LLC
CONTRACTOR
By: /s/ Xxxxx X. Xxxxxx
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Title: Chief Financial Officer
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Xxxxx X. Xxxxxx
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(Print Name)
ALLIANT ENERGY CORPORATE
SERVICES, INC.
(an Alliant Energy company)
COMPANY
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Title: Xxxxxx X. Xxxxxx
Vice President Performance
Engineering and Environmental
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Alliant Energy Contract No. ________
SCHEDULE A
SCOPE OF WORK/PRICE SCHEDULE
1. SCOPE OF WORK
The purpose of this Agreement is to set forth the terms and conditions for
the performance of certain types of Work on a project-by-project basis, and
as generally described below. The description of Work for a particular
project may be more definitely described in Company's Purchase Order(s) or
other Work authorization document, the issuance of which authorizes the
commencement of such Work pursuant to these terms and conditions, and which
references this Agreement by number.
Contractor shall perform the following Work for Company's Legal Entity
pursuant to the terms and conditions, and attached schedules:
Contractor shall provide engineering, material, equipment, labor and
supervision required to perform the Work on Company's steam and combustion
turbines as set forth in Company's Purchase Order(s) or Company's
Amendment(s) to this General Agreement. Said Work may include but not be
limited to the following:
Generator Inspection Steam Path Audit
Generator Testing Turbine Parts - Provide new and
refurbished parts
Generator Repair Parts and Services Turbine Rotating and Stationary Repairs
Exciter Inspections Technical Services and Direction
Exciter Testing Steam Path Repairs
Exciter Repair Parts and Service Laser Alignments
2. PRICE SCHEDULE
Contractor shall perform its obligations under this Agreement in accordance
with the following Price Schedule. The Price Schedule may be amended by
agreement of the parties to take into account extra or deleted Work
authorized in writing by Company:
Pricing shall be defined by Company's Purchase Order(s) or Amendment(s) to
this General Agreement.
Contractor shall perform additional Work on a time and material basis if so
authorized by Company. The Cost of such additional Work shall be pursuant to
the rates documented in Contractor's proposal as set forth in Schedule F of
this Agreement.
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Alliant Energy Contract No. ________
Legal Approval ________
SCHEDULE B
SPECIAL TERMS AND CONDITIONS
Notwithstanding any terms and conditions to the contrary, the following terms
and conditions shall apply to this Agreement:
1. Paragraph 2 -- TERM OF AGREEMENT is replaced with the following:
Unless otherwise terminated, this Agreement shall be in effect for a period
of three (3) years, and shall expire on December 31, 2004. Company or
Contractor may terminate this Agreement upon thirty- (30) days written notice
to the non-terminating party.
2. Paragraph 4 - COMMENCMENT AND COMPLETION OF WORK is modified to remove
the words "and retaining any funds then due Contractor as liquidated damages"
in the second sentence.
3. Paragraph 8a - DELIVERY is replaced with the following:
Time is of the essence in this Agreement. If the delivery of goods or
rendering of Work is not completed by the time, if any, specified in Schedule
C or Company's Purchase Order, Company, or its Legal Entity reserves the
right, without liability and in addition to its other rights and remedies, to
terminate this Agreement by three (3) days written notice effective when
received by Contractor as to goods not yet shipped or Work not yet performed,
and to purchase substitute Work elsewhere and charge Contractor with any loss
incurred, provided such costs do not exceed what it would have cost
Contractor to complete such or Work, plus twenty (20%) percent.
4. Paragraph 8c - DELIVERY is replaced with the following:
Payment for the materials, equipment and associated goods delivered under
this Agreement shall not constitute acceptance. Company, or its Legal Entity
shall have the right to inspect, test, and reject such materials, equipment
and associated goods.
5. Paragraph 14a -- INDEMNIFICATION is replaced with the following:
Contractor agrees to assume all risk of loss and to defend, indemnify and
hold Company, each Legal Entity, their officers, directors, employees and
agents harmless against any and all claims, liabilities, damages, losses,
costs or expenses of whatever nature or character for all injuries or damage
of any type to any person or property, including injuries or damage of third
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parties or employees of both parties and employees of Subcontractors, to the
extent occasioned by any act or omission of Contractor or its Subcontractors
or of anyone directly or indirectly employed by any of them or for whose acts
any of them may be liable, that result from or arise out of the Work, or any
of the activities of Contractor, its employees, or any Subcontractor or its
employees, pursuant to this Agreement.
The indemnity obligations set out in this Paragraph 14a are subject to
Contractor's receipt of written notice from Company of any claim, action,
notice or occurrence which may give rise to Company's exercise of the
indemnity provisions herein. Company shall use all reasonable efforts to
provide Contractor with its full cooperation in and investigation and defense
necessary to fulfill Contractor's obligations hereunder.
6. Paragraph 14b - INDEMNIFICATION is replaced with the following:
Contractor further agrees to assume all risk of loss and to defend, indemnify
and hold Company, each Legal Entity, their officers, directors, employees,
and agents harmless against any and all claims, liabilities, damages, losses,
costs or expenses of whatever nature or character for all injuries or damage
of any type to any person or property, including injuries or damage of third
parties or employees of both parties and employees of Subcontractors,
occasioned wholly or in part by any act or omission of the Contractor, its
Subcontractors or anyone directly or indirectly employed by any of them or
for whose acts any of them may be liable which cause or create pollution,
contamination or adverse effects on the environment, due to, but not limited
to, the disposal, discharge, escape, dispersal, release or saturation of
smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids, gases,
or hazardous substances as defined under applicable state law, into the
atmosphere, or on, onto, in or into the surface or subsurface soil,
groundwaters, or surface waters.
7. Paragraph 14f - INDEMNIFICATION is added to this Agreement:
It is the intent of the parties hereto that where fault, acts or omissions
are determined to be contributory, principals of comparative negligence will
be followed and each party shall bear the proportionate costs of any loss,
damage, expense and liability attributable to that party's negligence, acts
or omissions.
8. Paragraph 16 - LOSS OR DAMAGE is replaced with the following:
Until accepted in its entirety by Company, the Work shall be at Contractor's
risk for so long as the Work is under Contractor's care, custody and control,
including but not limited to parts or equipment being shipped to Company, and
if any loss or damage occurs prior to acceptance, Contractor shall, without
cost to Company or any Legal Entity, promptly repair or replace the parts so
lost or damaged. All loss of damage to Contractor's property shall be borne
by Contractor. In addition, when maintenance service is performed,
Contractor's liability for any loss or damage may include units or parts of
equipment upon which maintenance was not performed.
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9. Paragraph 18a - WARRANTY is modified by removing the word "high" in the
third line of the first sentence and by removing the words "any and all" in
the third line of the second sentence.
10. Xxxxxxxxx 00x - XXXXXXXX is replaced with the following:
THE WARRANTIES CONTAINED IN THIS PARAGRAPH 18 ARE THE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESSED OR IMPLIED.
11. Paragraph 18c - WARRANTY is added to this Agreement:
The warranty period is twelve- (12) months from date of first commercial
operation or eighteen (18) months from date of shipment, whichever first
occurs, and unless otherwise specified on Company's Purchase Order(s) or
Amendment(s) to this Agreement.
12. Paragraph 19a - REMEDIES is modified to insert the word "reasonable"
before the word "costs" and in the last line, after "Contractor" add
"provided however that such cost does not exceed what it would have cost
Contractor, plus twenty (20%) percent."
13. Paragraph 19b - REMEDIES is deleted.
15. New Paragraph 30 - LIMITATION OF LIABILTIY is added to this Agreement:
Contractor's liability with respect to direct property damage claims whether
it is a result of breach of contract, breach of warranty, tort (including
negligence), strict liability or otherwise, for all losses or damages arising
out of or in connection with goods sold or services furnished under this
Agreement, or any amendment thereto, shall be as follows:
------------------------------------------- ---------------------------------------------------------------
Contract Amount - $ Total Liability of Contractor Not to Exceed - $
------------------------------------------- ---------------------------------------------------------------
< 50,000 4 Times the Contract Amount
------------------------------------------- ---------------------------------------------------------------
> 50,000 to < 100,000 3 Times the Contract Amount
-
------------------------------------------- ---------------------------------------------------------------
> 100,000 to < 250,000 2 Times the Contract Amount
-
------------------------------------------- ---------------------------------------------------------------
> 250,000 to < 500,000 500,000.00
-
------------------------------------------- ---------------------------------------------------------------
> 500,000 to < 750,000 750,000.00
-
------------------------------------------- ---------------------------------------------------------------
> 750,000 to < 1,000,000 1,000,000
-
------------------------------------------- ---------------------------------------------------------------
> 1,000,000 Contract Amount
-
------------------------------------------- ---------------------------------------------------------------
In no event shall either party be liable for indirect incidental or
consequential damages (other than death or bodily injury), including but not
limited to loss of profits or revenue or downtime costs.
Said limitation of liability applies solely to direct property damage claims
and shall not be construed as a limitation on death, bodily injury or third
party claims.
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16. Schedule C, Paragraph 1b - WORK SCHEDULE, is modified so that the words
"to" in the third line is replaced with the words "take steps to".
17.. Schedule C, Paragraph 1c - WORK SCHEDULE is replaced with the following:
The parties agree that any deadlines for completion of the Work, including
those specified in the Work Schedule set forth in Paragraph 2 below, are an
essential part of this Agreement, and that time is of the essence. It is
agreed that Company is actually damaged by Contractor's failure to comply
with any deadline for delivery or completion of the Work, and that Company
will withhold from funds due, or that may become due, to Contractor, an
amount equal to that specified on Company's Purchase Order(s) or Amendments
to this General Agreement for each and every calendar day beyond the
completion date established, that the Work is not completed, except as such
time is extended in accordance with Paragraph 21.
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SCHEDULE B(1)
SPECIAL TERMS AND CONDITIONS FOR
HAZARDOUS MATERIAL
The following terms and conditions shall apply to this Agreement:
A. Paragraph 1 - DEFINITIONS is revised by adding new Subparagraph i, which
reads as follows:
1i. "Hazardous Material" means and includes asbestos or any substance
containing asbestos, polychlorinated biphenyl's, any explosives,
radioactive materials, chemicals known or suspected to cause cancer
or reproductive toxicity, pollutants, effluents, contaminants,
emissions, infectious wastes, any petroleum or petroleum-derived
waste or product or related materials and any items defined as
hazardous, special or toxic materials, substances or waste under
any hazardous material law. "Hazardous Material Laws" collectively
means and includes any present local, state or federal law relating
to public health, safety or the environment including without
limitation, the Resource Conservation and Recovery Act, as amended
("RCRA"), 42 U.S.C. Section 6901 et seq., the Comprehensive
-- ---
Environmental Response, Compensation, and Liability Act
("CERCLA"), 42 U.S.C. Section 9601 et seq., as amended by the
-- ---
Superfund Amendments and Reauthorization Act of 1986
("XXXX"), the Clean Air Act, as amended, 42 U.S.C. Section
7401 et seq., the Hazardous Materials Transportation Act, 49
-- ---
U.S.C. Section 5101 et seq., the Clean Water Act, 33 U.S.C.
-- ---
Section 1251 et seq., the Toxic Substances Control Act, 15
-- ---
U.S.C. Section 2601 et seq., the Safe Drinking Water Act, 42 U.S.C.
-- ---
Section 300f et seq., the Uranium Mill Tailings Radiation Control
-- ---
Act, 42 U.S.C. Section 7901 et seq., the Occupational Safety and
-- ---
Health Act, 29 U.S.C. Section 655 et seq., the Federal
-- ---
Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136
et seq., the National Environmental Policy Act, 42 U.S.C. Section
-- ---
4321 et seq., the Noise Control Act, 42 U.S.C. Section 4901 et
-- --- --
seq., and the Emergency Planning and Community Right-to-Know Act,
---
42 U.S.C. Section 11001 et seq., and the amendments, regulations,
-- ---
orders, decrees, permits, licenses or deed restrictions now or
hereafter promulgated thereunder.
B. Paragraph 13 - PROTECTION OF EMPLOYEES AND PUBLIC is revised to add
Subparagraph f as follows:
13f. Contractor shall receive and accept title, risk of loss, and all
other incidents, rights, and obligations of ownership to Hazardous
Material when the Hazardous Material is accepted by Contractor for
loading on Contractor's transport vehicles or when the Hazardous
Material is delivered to Contractor's work site, whichever event
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first occurs. If Contractor and Company have agreed in writing
that title will pass at an earlier time, such agreement will govern.
C. Paragraph 14 - INDEMNIFICATION is revised to add new Subparagraphs c, d,
and e as follows:
14c. Contractor further agrees, at its sole cost and expense, to
indemnify, defend and hold Company, each Legal Entity, their
officers, directors, employees and agents harmless against any
loss, liability, damage, expenses, claims, penalties, fines,
injunctions, suits, proceedings, disbursements or expenses
(including, without limitation, attorneys' and experts' fees and
disbursements and court costs) (collectively, the "Liabilities")
arising under any Hazardous Material Law, or any other Liabilities
which Company becomes obligated to pay resulting from release of
all or any part of the Hazardous Material prior to the completion
of Contractor's performance under this Agreement, to the extent
that the release results from Contractor's acts or omissions.
14d. Company, or its affected Legal Entity, may require Contractor to
assume the burden and expense of defending all suits,
administrative proceedings and disputes of any description with all
persons, entities, political subdivisions or government agencies
arising out of the matters to be indemnified under this Agreement.
Contractor shall pay promptly upon entry, any nonappealable order,
fine, judgment or other final resolution of any claim or dispute
arising out of the matters indemnified under this Agreement and
shall pay promptly when due any such fines, penalties or agreed
settlements arising out of the matters indemnified under this
Agreement. In the event that such payment is not made, Company, in
its sole discretion, may proceed to file suit against Contractor to
compel such payment.
14e. Contractor shall also reimburse Company all amounts which Company
or its Legal Entity(ies) are required to pay under any law imposing
liability without regard to fault as generator of the Hazardous
Material for the environmental cleanup of any location where the
Hazardous Material has been placed, stored, or disposed in the
performance of the Work, due to the acts or omissions of Contractor.
D. Paragraph 18 - WARRANTY is revised to add Subparagraph c as follows:
18c. Contractor represents and warrants to Company and each Legal Entity
that Contractor understands the risk presented to persons, property
and the environment in the handling, transportation, storage,
treatment and disposal of Hazardous Material to be managed pursuant
to this Agreement. Contractor's subcontractors shall be qualified
to perform the Work hereunder and will do so in a safe and
workmanlike manner and in compliance with all governmental laws,
2
regulations, and orders. Contractor and/or any Subcontractors
employed by Contractor will possess and maintain all permits,
licenses, certificates and approvals necessary for the performance
of Work hereunder.
E. Paragraph 27 - DRIVER AND VEHICLE QUALIFICATIONS is added to this
Agreement and shall read as follows:
27a. Contractor covenants that the transportation, storage and disposal
of the Hazardous Material will be done by means of facilities and
vehicles which are fully licensed or registered by appropriate
federal, state and local authorities as required, including but not
limited to, the following:
1) Contractor's vehicles shall have proper Environmental
Protection Agency "EPA" identification numbers; and
2) Contractor's vehicles shall be registered to haul and
transport Hazardous Material in all states through which they
might pass between the originating Site of the Hazardous
Material and the disposal facilities.
27b. Contractor warrants that Contractor's drivers shall furnish proof
that they have been trained in the proper handling and
transportation of Hazardous Material, and have passed written
examinations and physical examinations prior to transportation of
the Hazardous Material. Drivers shall also be familiar and will
comply with procedures designed to protect the public and the
environment.
27c. Contractor warrants that Contractor's vehicles have been inspected
prior to any transportation of Company's Hazardous Material and
that Contractor's vehicles carry proper emergency equipment, spill
kits, and secondary containment for containers with liquid.
27d. Contractor's drivers shall be cognizant of and comply with proper
loading requirements, such as bulk loading procedures and securing
loads for transport and inspection of containers as well as
compliance with emergency response procedures, and the notification
procedures and emergency contingency plans in case an emergency
arises.
27e. Contractor's drivers shall have in their possession a Hazardous
Material emergency response book and Contractor's drivers shall be
familiar and will comply with the contents of said guide book,
including proper shipping names, hazard classes, EPA ID numbers and
labels.
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27f. Contractor's drivers shall be familiar and will comply with the
proper container marking, proper labeling for Hazardous Material
and proper placement of placards in the transportation of Hazardous
Material.
F. Paragraph 28 - COMPLIANCE WITH LAWS is added to this Agreement and shall
read as follows:
28a. Contractor shall perform the Work in compliance with any and all
federal, state and local laws and regulations pertaining thereto,
in effect as of the date of the Work, including, but not limited
to, Hazardous Material Laws, and, Contractor shall be responsible
for (1) identifying the need for, and (2) modifying or obtaining,
in Company's or a Legal Entity's name where applicable or
necessary, any permits or licenses, specifically including air
emission permits, required by any statute, ordinance, rule or
regulation for carrying out the Work contemplated by this
Agreement. Company shall be responsible for (1) providing review
and prior approval to all permit determinations, permit
applications, and associated correspondence, (2) serving as the
primary interface with governmental agencies on permitting issues,
and (3) providing all other reasonably necessary assistance to
Contractor in satisfying Contractor's responsibility identified in
the foregoing sentence.
Contractor will notify Company and affected Legal Entity
immediately if (1) Contractor is served notice of violation of any
Laws, regulations or permits that relate in any material aspect to
Work performed hereunder; (2) proceedings are commenced which could
lead to revocation of permits or licenses that relate to such Work;
(3) permits or licenses relating to such Work are revoked; or (4)
Contractor becomes aware that any equipment or facility related to
such Work is not in compliance with applicable laws and regulations.
28b. Company represents and Contractor acknowledges that a Legal
Entity's Site may be a conditionally exempt small quantity
generator ("CESQG") of Hazardous Material. Company desires that
such Site remain CESQG at all times during the performance of the
Work. To this end, Contractor shall use its best efforts to
remove, transport and dispose of Hazardous Material generated at
the Site by Contractor or Subcontractor ("Contractor's Waste")
under its own generator EPA I.D. Number. In the event that
Contractor is unable to use a separate EPA I.D. Number to manage
Contractor's Waste and such wastes must be managed under the
applicable Legal Entity's facility number, then the following
provisions shall apply: Contractor shall generate no Hazardous
Material pursuant to the performance of the Work, and shall use
only non-hazardous substitutes for paints, solvents, or any other
materials which have the potential to constitute Hazardous Material
when used or disposed. In the event Contractor believes that
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non-hazardous substitutes are not reasonably available and
Contractor has no reasonable alternative but to generate Hazardous
Material, Contractor shall: (1) coordinate with Company's
Environmental/Safety Specialist in advance of the generation of the
Contractor's Waste, such coordination to include but not be limited
to (a) providing an MSDS for each material which will be included
in the Contractor's Waste, (b) providing evidence satisfactory to
the Environmental/Safety Specialist that non-hazardous substitutes
are not reasonably available, and (c) providing any other
information which the Environmental/Safety Specialist may
reasonably require for purposes of compliance with Hazardous
Material Laws; (2) obtain the Environmental/Safety Specialist's
prior approval, which will not be unreasonably withheld, as to the
timing of the generation of the Contractor's Waste; and (3)
notwithstanding the foregoing, in no event, generate more than
fifty (50) pounds of Contractor's Waste in any calendar month
without the prior approval of the Environmental/Safety Specialist,
which approval will not be unreasonably withheld. In the event
that Contractor's failure to comply with any of the provisions of
this Subparagraph during any particular month causes Company to
lose its CESQG status, Contractor shall be responsible for all
direct costs associated with Company's compliance with "Small
Quantity Generator" or "Large Quantity Generator" status, as those
terms are commonly used in Hazardous Material Laws.
28c. In the event Contractor or any of its agents causes any spills or
releases of any Hazardous Material into the environment which
require reporting to local, state and/or federal agencies or
remediation under any local, state or federal law, Contractor shall
be responsible for ensuring timely and adequate compliance with
reporting or remediation requirements, and will immediately provide
Company with the details, status, and compliance efforts associated
with the spill or release and will coordinate all compliance
activities with Company's Environmental/Safety Specialist.
G. Paragraph 29 - WASTE CHARACTERIZATION is added to this Agreement and
shall read as follows:
29a. Contractor shall have the right to reject or revoke acceptance of
any Hazardous Material that does not materially conform to the
characterization provided to Contractor by Company. Contractor
shall sample and test all Hazardous Material upon receipt, in order
to determine to Contractor's satisfaction that the Hazardous
Material is in conformance with Company's representation.
29b. If Contractor rejects or revokes acceptance of any Hazardous
Material, Contractor shall immediately orally notify Company of
such rejection or revocation of acceptance and the manner in which
the Hazardous Material is rejected and shall confirm such oral
5
notification in writing within five (5) business days. In the
event of any such rejection or revocation, Contractor shall also,
with Company's assistance and approval, pursue all other reasonable
means of hauling and transporting the Hazardous Material from the
originating Site.
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SCHEDULE B(2)
CANCELLATION AND CONTINGENT DELAYS
1. DELAYS AND CANCELLATION
a. Notwithstanding any of the provisions contained herein, Company
shall have the right to delay or cancel for its convenience further
performance of all or any separable part of this Agreement at any
time by written notice to Contractor. On the date of such delay or
cancellation stated in the notice, Contractor shall discontinue all
Work pertaining to this Agreement, shall place no additional
orders, and shall preserve and protect materials on hand purchased
for or committed to this Agreement, Work in progress and completed
Work both in Contractor's and in its suppliers' plants pending
Company's instructions, and shall dispose of same in accordance
with Company's instructions. Contractor's sole remedy for any
delay or cancellation shall be as stated herein.
b. In the event of delay (requested by Company), Company shall as soon
as practicable establish Work and delivery schedules and a
completion date. The price set forth in Schedule A shall be
adjusted for reasonable and necessary expenses resulting from the
delay as substantiated by documentation satisfactory to and
verified by Company unless notice of delay is given prior to the
date shown in Schedule C for deferred procurement of materials.
c. In the event of cancellation, payment to Contractor or refund to
Company, if any, shall be based on that portion of the Work
satisfactorily performed to the date of cancellation, including
reimbursement for reasonable overhead and profit on such completed
Work, plus reasonable and necessary expenses resulting from the
cancellation as substantiated by documentation satisfactory to and
verified by Company, disposition of Work and material on hand, and
amounts previously paid by Company. Cancellation payment shall
include actual, reasonable and proper costs incurred by Contractor
prior to Company's cancellation less the salvage value of the
procured materials. In the alternative, at Company's sole
discretion, Company may require Contractor to complete the
manufacture of goods using the procured materials. In that case
Company will pay Contractor the actual, reasonable and proper cost
incurred by Contractor less the resale value of the finished goods
utilizing the procured materials. The resale value will be
determined based upon similar sales made in good faith and in a
commercially reasonable manner.
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d. In no event shall Contractor be entitled to any loss of prospective
profits, contribution to overhead or incidental, consequential or
other damages due to or associated with Work canceled or delayed.
e. Contractor shall deliver or assign all goods with all applicable
warranties or dispose of goods as directed by Company prior to
final payment.
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Alliant Energy Contract No. ________
SCHEDULE C
WORK SCHEDULE
Contractor shall perform its obligations under this Agreement in accordance
with the agreed upon Work Schedule as set forth in Paragraph 2 below, unless
a Recovery Schedule has been submitted and approved by Company as set forth
in Paragraph 1 below:
1. RECOVERY SCHEDULE
a. Upon failure to meet the Work Schedule below and upon request by
Company, Contractor shall submit within three (3) days a Recovery
Schedule for Company approval. The Recovery Schedule shall show
the means, method, productivity, and manloading that Contractor
deems necessary to make the agreed upon schedule recovery. All
Work required by the Recovery Schedule shall not be considered
extra Work for which extra compensation is due.
b. Failure to submit a satisfactory Recovery Schedule shall result in
a retention of payment of all amounts otherwise due or to become
due under this Agreement until Company approval is granted. Should
Contractor fail to comply within seven (7) days of Company's
request, Company may employ additional labor, machinery, tools,
equipment or materials as is necessary to complete the Work
promptly and recover from Contractor all costs incurred in doing
so. At its option, Company may deduct such recovery costs from any
sums otherwise then due or to become due to Contractor under this
Agreement.
c. The parties agree that any deadlines for completion of the Work,
including those specified in the Work Schedule set forth in
Paragraph 2 below, are an essential part of this Agreement, and
that time is of the essence. It is agreed that Company is actually
damaged by Contractor's failure to comply with any deadline for
delivery or completion of the Work, and that Company will withhold
from funds due, or that may become due, to Contractor, an amount
equal to ______ ($______) dollars, for each and every calendar day
beyond the completion date established, that the Work is not
completed, except as such time is extended in accordance with
Paragraph 21. The liquidated damages awarded pursuant to this
paragraph shall not be the Company's exclusive remedy, and shall be
in addition to the provisions of Paragraphs 8, 14, 16, 18 and 19,
in this General Agreement.
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2. WORK SCHEDULE
The Work Schedule will be determined on a project-by-project basis and as set
forth in Company's Purchase Order(s) or Amendment(s) to this General
Agreement.
2
SCHEDULE E
SPECIFICATIONS, DRAWINGS, ETC.
SCHEDULE F
CONTRACTOR'S PROPOSAL
ReGENco LLC Owner Rate Plan
Effective July 30, 2001
Owner
Pricing
Generator - Shop Repair
-----------------------
Technician $64.08
Specialized Technician 64.08
Turbine - Shop Repair
---------------------
Technician $69.33
Specialized Technician 69.33
Turbine and Generator Machining
-------------------------------
Light $69.33
Medium 69.33
Heavy 69.33
Project Management $91.58
------------------
Technical Direction $91.58
-------------------
Engineering
-----------
Engineer $91.58
Principal Engineer 91.58
Hourly Field Service
--------------------
Technician $68.33
Lead 68.33
Xxxxxxx 68.33
Third party materials and travel expenses (including per diem) will be priced
at 107.5% of ReGENco's cost.
Definitions
-----------
Straight Time The first eight hours of the normal work shift Monday through
-------------
Friday (except holidays).
Overtime The work hours in excess of normal first eight hours Monday
--------
through Friday, but less than twelve hours in the shift. The
first twelve hours on Saturday. A 25% surcharge shall apply to
all "Overtime" work.
Sunday &
--------
Holiday Time All hours in excess of twelve in any one day. All hours
------------
worked on Sundays. All hours worked on designated ReGENco LLC
holidays. A 50% surcharge shall apply to all "Sunday & Holiday
Time" work.
