EXHIBIT B-2
[REGENCO LOGO]
AGREEMENT FOR ENGINEERING SERVICES BETWEEN
ALLIANT ENERGY ("CUSTOMER") AND REGENCO LLC
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1. DESCRIPTION OF SERVICES
Engineering Services are provided by engineering personnel for such
areas as turbine and generator studies, special tests, metallurgical
analysis, ultrasonic inspections with NDE, QA, etc.
2. CONDITIONS OF SALE
Unless otherwise agreed to in writing by an authorized representative
of ReGENco LLC, these Standard Terms shall be a part of each proposal
and contract for Engineering Services.
3. WARRANTY
ReGENco LLC warrants that it will exercise professional competence in
the performance of Engineering Services it provides.
ReGENco LLC assumes no responsibility that the Engineering Services
furnished will achieve the results intended by the Customer.
Any remedy, at ReGENco LLC's discretion, is limited to providing
service to the same extent as the original service.
4. DELAYS, SUSPENSION, DEFERMENT
If the work is suspended or delayed due to causes beyond the control
of ReGENco LLC, such as, but not limited to, act of God, act of
government, act of Customer, war, fire, flood, strike, or sabotage,
the time of performance shall be extended for a period of time equal
to the period of the delay and its consequences. The Customer shall,
in writing, notify ReGENco LLC of a suspension, including the
anticipated term, or cancellation in advance of the effective date.
ReGENco LLC shall be due a price adjustment, based on ReGENco LLC's
ability to reasonably relocate manpower during the suspension period,
or reasonable and proper cancellation charges.
5. PERMITS AND TAXES
The Customer shall, at his own expense, secure any work permits, labor
permits, tax exemption certificates, or any other authorization which
may be required to permit the Field Representative to perform the
requested services.
Any applicable duties or sales, use, excise, value-added or similar
taxes will be added to the price and invoiced separately. In lieu
thereof, the Customer may provide ReGENco LLC with an exemption or
direct-pay certificate acceptable to the taxing authorities.
If a valid exemption certificate is provided after an invoice has been
issued, a credit or refund of the taxes will be issued to Customer
after such taxes have been received in full by ReGENco LLC from the
taxing authorities.
6. SUBSTITUTION OF PERSONNEL
ReGENco LLC's commitment is to meet its obligations, but does not
guarantee the involvement of specific individuals. It's understood
that, ReGENco LLC may at any time, and at its discretion, assign any
of its people resources to meet its obligations, and as necessary to
substitute any of its personnel.
7. MODIFICATIONS
It is recognized that the nature of the services provided is such that
changes in the scope of the services as originally contemplated may
occur. ReGENco LLC will undertake additional services within the
normal scope of such services but reserves the right to require the
Customer to confirm in writing any expansion of the services and
delivery originally ordered. Pending receipt of requested written
confirmation,
Agreement for Engineering Services Between
Alliant Energy ("Customer") and ReGENco LLC
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ReGENco LLC may trust the Customers verbal communications. Any changes
in services performed by ReGENco LLC pursuant to such written or oral
orders or instructions may necessitate a price adjustment to the
Contract.
8. HAZARD COMMUNICATION
Customer acknowledges that 29 CFR 1910.1200 entitled Hazard
Communication may be applicable to the services under this contract
and if it is, Customer is in compliance therewith. Furthermore,
Customer agrees it will provide ReGENco LLC (whose employees in the
performance of this contract may be exposed to Customer's equipment)
with the same information Customer is required to provide to it's own
employees pursuant to 29 CFR 1910.1200.
Customer shall indemnify and hold ReGENco LLC harmless from any loss,
liability or claim resulting from Customer's failure to comply with
this clause.
9. LIMITATION OF LIABILITY & INDEMNITY
Consequential damages shall not apply in this contract. Damages for
warranty claims is only for the value of defective services and
materials supplied by ReGENco LLC. In any case, damage and/or warranty
claims must not exceed the total value of the base contract.
Customer agrees to indemnify and hold ReGENco LLC harmless from any
claims, lawsuits, actions, losses or liability arising from or in
connection with any Customer furnished information which is defective,
erroneous, or unsuitable for the purpose intended.
10. GENERAL
Unless made in writing and agreed to by an authorized ReGENco LLC
representative, changes to these terms will not be binding on ReGENco
LLC.
ReGENco LLC will comply with all laws, rules and regulations. The
Customer will comply with OSHA or similar federal, state, or local
laws during any operation or use of the equipment.
ReGENco LLC shall not be responsible for the acts and workmanship of
the employees, contractors, subcontractors, or agents of the Customer.
This contract cannot be assigned by the Customer without the written
consent of ReGENco LLC.
Assignment of this contract to a third party invalidates the
agreement.
11. GOVERNING LAW
The interpretation of this contract shall be governed by the laws of
the State of Wisconsin, USA.
12. OTHER SERVICES
Engineering Services furnished by ReGENco LLC (when specified) shall
be governed by these Terms and Conditions for Engineering Services.
13. COMPLETE AGREEMENT
This contract contains the complete agreement between the parties. Any
other previous or related agreements (including letters of intent or
purchase orders issued by the Customer), representations, warranty, or
conditions not incorporated in this contract shall not be binding on
either party.
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (Title)
President & CEO ----------------------------
ReGENco LLC Alliant Energy
Date: Date:
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Agreement for Engineering Services Between
Alliant Energy ("Customer") and ReGENco LLC
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