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aggreko· City of Moscow 2221 W. Pullman Rd. Moscow, ID 83843 Re: Proposal 013579-102174-2 Dear Todd, 3/2S'2014 Attn: Todd Swanstrom Phone: (208) 882-2725 Fax: Email: [EMAIL REDACTED] Thank you for your interest in services provided by Aggreko LLC. I am pleased to submit the following proposal, which confirms our pricing and support services. Please keep in mind Aggreko is responsive around the clock to ensure your complete satisfaction. Overview of Services Aggreko to provide a 300 ton cooling tower, 300 gpm pump, and necessary hoses for the summer to reduce the temperature of treated water from a WWTP before being introduced into a wet land area. NOTE: The rental will begin when equipment is delivered to the Moscow WWTP and will end when the equipment is picked up at the Moscow WWTP location. Again, thank you for your interest in Aggreko. Please contact me if you have any questions or comments. I look forward to working with you. Assuring you our best attention at all times. Sincerely, Richard Qualey Sales Representative (206) 498-2350 AggrekoLLC Proposal 013579 -102 17¡2 Page 1 of 4 Aggreko, LLC 995 Valentine Avenue SE Pacific, WA 98047 Off: (206) 498-2350 Fax: 1-888-8 7694 Aggreko.com 2.0\4-30 ---PAGE BREAK--- aggreko· Anticipated Charges: (Rates Reflect Quantity) Qty 1 1 4 14 Description 300 ton Cooling Tower 300 gpm Pump 6 in Suction Hose 25 ft. 6 in Flanged Hose 25 ft. Additional Charges: Round-trip Freight @ $4,200.00 Pricing Weekly 1,500.00 200.00 280.00 700.00 4,500.00 600.00 840.00 2,100.00 Labor to assist with installation, start-up, and tear-down Not to Exceed $8,500.00 Applicable Taxes Daily rate equals 1/3 of the weekly rate. Weekly rate is 3 times the daily rate. Water Treatment for "Water Cooled" Units Aggreko requires that all cooling water circulated through Water Cooled Chillers and Cooling Towers be treated and tested by the City of Moscow Wastewater Treatment Plant while In use at your facility. Improperly or untreated water circulated through the tubes of Aggreko 'Water Cooled" units will cause efficiency loss. Continuous circulation of improperly treated water can cause severe tube fouling and mechanical failure to equipment. Failure to adhere to these requirements could result in additional charges for tube cleaning and damages. If your organization does not have a water treatment company your Aggreko sales Representative can help you find one. If your facility chooses to treat the water, periodic sampling must be performed and test results sent to Aggreko for review. Freight - Lump Sum Charges to deliver the load(s) of equipment and accessories to your site and pick up at the conclusion of the project will be $4,200.00. Delivery/Pickup standby time will be charged at $105.00 per hour during delays caused by the City of Moscow. Labor - Not To Exceed $8 ,500.00 Labor to assist with installation, start-up, and tear-down, time and materials Not To Exceed $8,500.00. Any additional technical services or customer caused service will be charged at the following rates: * $129.00 per hour straight time (8 AM-5 PM Monday-Friday) * $193.50 per hour overtime * $258.00 per hour holiday * $ 1.50 per mile travel charges, plus tolls (where applicable) Labor is charged port to port from the nearest Aggreko Service Center. If an overnight stay is required, lodging and $75.00 per diem would apply. If this proposal is accepted for delivery outside of negotiated scheduled times during normal business hours (M-F 8:00 am to 4:00 pm), a $500 mobilization fee will apply. This fee is in addition to any proposed labor and/or freight charges. Equipment Maintenance and Service It is the customer's responsibility to maintain and service equipment during the project term. Equipment servicing performed by Aggreko will be charged on a time and material basis. Proposal013579-102174-2 Page2 of 4 Aggreko, LLC 995 Valentine Avenue SE Pacific, WA 98047 Off: (206) 498-2350 Fax: 1-[PHONE REDACTED] Aggreko.com ---PAGE BREAK--- aggreko· Power Equipment Grounding In all cases where the customer is connecting and operating the generators, all equipment must be properly grounded in accordance with National Electrical Code and local code requirements prior to start up and shall be the responsibility of customer to verify compliance. The location where grounding rods are to be installed should be properly marked for location of underground utilities and other hazards prior to grounding. Customer acknowledges Aggreko is not familiar with any proposed grounding location(s), the accuracy of relevant markings or existing subsurface hazards. As such, Aggreko does not assume any liability for incorrect or ineffective grounding and customer expressly releases and shall indemnify Aggreko from any liability related to any negligent acts by the City of Moscow or its employees. Tenns, Conditions and Customer Responsibilities - All pricing based on a 28-day billing cycle. - Pending further review at the time of order, payment terms are Net 30 from date of invoice. - Customer responsible for obtaining any relevant operating permits, and shall be liable for any and all penalties, delays and damages caused by its failure to timely obtain all such permits, including reimbursement to Aggreko for any fines paid on Customer's behalf and regardless of the party to which the citation is issued. - State and local taxes apply. TAX is NOT included on any Aggreko proposal. A tax exemption certificate is required for those applicable. - Any and all required union labor - Up to full replacement insurance on equipment (Certificate must be provided prior to delivery) - All liftingfoff-loading of equipment (if applicable) - All services provided by Aggreko are subject to the MSA currently in place between the parties, if applicable and, if not. then subject to "Aggreko North America Rental Agreement Terms & Conditions". This document is attached and is incorporated herein by reference. In the event of conflict, the terms set forth herein shall control. Important Customer lnfonnation - This proprietary document has been created for Todd Swanstrom and City of Moscow, it is therefore acknowledged and agreed to honor our proprietary right to the contents of this proposal and therefore not share the ideas or concepts within. - All proposals are valid for 15 days and contingent on availability. Acceptance must be provided in writing prior to the end of the valid period. PLACING ORDER 1. TO PLACE THE ORDER: You must sign and fax to the enclosed acceptance page (last page). Once this is received your order will be processed. 2. PURCHASE ORDER: If your company uses purchase orders, please attach it to the order. 3. TAX EXEMPT? Please forward a copy of your tax exemption certificate, once received it will remain on file for four years for future business. YOU WILL BE CHARGED APPLICABLE TAX IF THE CERTIFICATE IS NOT RECEIVED PRIOR TO YOUR ACCEPTANCE OF THIS ORDER. 4. CERTIFICATE OF INSURANCE: Please provide an updated copy of your certificate of insurance. Your insurance company will be happy to provide this for you. RENTAL TERMINATION 1. TO TERMINATE THE RENTAL: Please call 800-Aggreko ([PHONE REDACTED]) to terminate the rental. Aggreko requires a minimum of 24 hours notice for arranging the decommissioning and return freight. Off hire notifications received after 5pm will be acknowledged the following day. 2. INFORMATION REQUIRED FOR TERMINATION: The Aggreko assigned Rental Agreement Number, a Purchase Order Number or the Equipment Unit Number will be required to determine the rental. Additionally, items to be collected, job location, pickup dateftime, site contact person name/phone number and decommission services (technician, de-fueling, cranefforklift and confirmation of freight carrier arrival time for return delivery) will be discussed in the call. 3. TERMINATION RECEIPT: You will receive a confirmation email within 24hrs to acknowledge your request. If you do not receive this confirmation, please contact your Aggreko Representative. A rental will not be deemed terminated without proof of termination, as set forth above. Proposal013579-102174-2 Page 3 of 4 Aggreko, LLC 995 Valentine Avenue SE Pacific, WA 98047 Off: (206) 498-2350 Fax: 1-[PHONE REDACTED] Aggreko.com ---PAGE BREAK--- aggreko· Todd Swanstrom at City of Moscow our order. Equipment delivery must be secured wilh either an approved purchase order or an aulhorized credit card. Use of a purchase order is contingent upon Aggreko credit approval. If a purchase order is not received prior to the end of lhe first billing cyde, the billable amount will be charged to lhe credit card. If credit cannot be established prior to order shipment advance payment will be required. )l Purchase Order Hard Copy o Purchase Order is NOT required for payment. Purchase Order '2-0 \ L\ - L\ 6" Amount $ z.o O o Credit Card (MasterCard, Visa, American Express, Discover accepted) ' Credit Card#: Expiration Date: _ Name on Card: Security Code: Billing Address: o Cash (Includes Money Order or Cashier's Check) If a credit card number is identified above, then Customer is deemed to have authorized, in advance, payment in full of all amounls as they become due and payable hereunder by charge to the above referenced credit card upon the issuance of a written invoice (without the need for additional signature or v.Titten authorization) as Customer's primary and preferred method of payment. Additionally, Customer acknowledges lhat since the Purchase Order amount identified above may not reflect the cost of services to be determined alter the commencement of the work. freight, fuel, labor, additional rental term, etc.) any amount so stated shall not be deemed a resbiction on Aggreko's right to charge Customer's credit card for continued obligations identified in this Proposal. BILLING INFORMATION Customer Billing Name: City of Moscow Receive invoices via email: o Yes l' If Yes. provide NP E-mail: Billing Contact Le 5 \ Billing Contact Telephone: 'ZO B Billing Address: • D • 15 0 sco vl ' C\7,,.03 \² B"3fl\3 Tax Exempt 1( Yes o No If claiming a tax exemption for this order, a valid Sales Tax Exemption Certificate must be provided to Aggreko prior to the end of the first billing cycle; if a certificate is not received prior to that time, applicable taxes will be charged. If a certificate is provided after the invoice date, the exemption wlll be reflected In subsequent billings. Certificate of Liability Insurance: O Has been Provided O To be provided (Aggreko as additional insured) SITE INFORMATION ± Site Contact: 1) cll'.ll i:w O. V\ S.W". Site Contact Telephone: Site Address: \ · MosC-Ow 1 8>3d4e Delivery Method: c Aggreko Delivery O Customer Pick-Up Aggreko Technician Required? Yes O No Delivery Date: ·1 \ C - \ L\ Delivery nme: B ³ Do By signing this Acceptance, I certify that I am authorized to enter Into this agreement on behalf of Lessee. I also certify that such acceptance or delivery of Aggreko's rental equipment shall be deemed an acceptance of lhe existing MSA between the parties, if applicable, and, if not, then subject to Aggreko's North American Rental Agreement Terms & Conditions, which are attached and incorporated herein by reference. Printed Name: B b L..L- l-A.MSf- Proposal 0 13579- 102174-2 Page4 of 4 Aggreko, LLC 995 Valentine Avenue SE Pacific, WA 98047 Off: (206) 498-2350 Fax: 1-[PHONE REDACTED] Aggreko.com ---PAGE BREAK--- AGGREKO NORTH AMERICA RENT AL AGREEMENT TERMS & CONDITIONS l . DEFINITIONS a. "Lessee" shall mean the party to this contract identified herein other than the Aggreko entity identified on the face of this Agreement. b. "Lessor" shall mean the Aggreko entity identified on the face of this Agreement. 2. RENTAL PERIOD: The rental will begin when the rental equipment, accessories and related spare parts and supplies covered by this agreement (the "Equipment") is delivered to the point of delivery and will end when the Equipment is returned to Lessor's freight carrier at the point of delivery. 3. DETERMINATION OF RENTAL CHARGES: Lessee shall pay for the rental period on each piece of Equipment named in the list of equipment in this agreement, including any parts encompassed thereby, at the rate herein stipulated. 4. PAYMENT: All rentals and other charges due under this agreement are due and payable within 30 days from the date of invoice, provided applicable credit limits are approved by Lessor, failing which rentals shall be due and payable in advance on a weekly basis to Lessor at the address set forth in this Agreement and in which case payment for the minimum rental period shall be due before the delivery of the Equipment to Lessee or the latter's agent or carrier, unless otherwise agreed in writing. In addition to its termination rights, Lessor, in Lessor's sole discretion, may change payment terms to advance billing and payment due upon receipt, if Lessee becomes delinquent on any payments due and owing, under this Agreement or any other rental agreement. All overdue payments, for all charges, including damages and losses, shall bear interest at the lesser of 18% per annum or the highest amount otherwise allowed by law without prejudice to Lessor's rights and in particular without prejudice to Lessor's right contained in Section 16 to terminate this agreement for non-payment of rental. Any invoicing requirements of Lessee must be provided in advance of the rental or will be deemed waived. 5. LOADING, UNLOADING AND TRANSPORTATION: Lessee shall bear the expense of and responsibility for unloading and reloading the Equipment at Lessee's receiving point, including all injuries and damages resulting therefrom, and shall pay all demurrage charges incurred at the shipping or receiving points. Lessee shall be responsible for shipping expenses from the original point of shipment to Lessee's receiving point and all return shipping expenses to Lessor's yard or such other point as Lessor shall in writing direct, regardless of whether these costs are advanced by Lessor. However, if Lessor directs Lessee in writing to return all Equipment to a place other than Lessor's yard, then Lessee shall pay the shipping expenses up to but not beyond the amount that would have been required to return the Equipment to Lessor's yard. Lessee must have an authorized agent available to sign a bill of lading upon delivery of the Equipment by the carrier. If no agent is provided at the time of delivery, Lessee authorizes Lessor's employee to execute the bill of lading as Lessee's agent and such execution shall be deemed an acceptance of the condition of the Equipment upon delivery, and for all losses occurring to the Equipment thereafter while in Lessee's possession, except as expressly set forth in Section 19 below. 6. RECALLING AND RETURNING NOTICE: Lessor may recall any or all Equipment upon thirty (30) days written notice to Lessee and Lessee may return any or all Equipment upon like notice to Lessor. In the event of recall, Lessee shall remain responsible for any loading, unloading, and transportation costs as referred to in Section 5. 7. MAINTENANCE, OPERATION AND REPAIRS: Unless otherwise agreed upon in writing, Lessee shall not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent. Lessee shall at its own expense operate, maintain and keep in good repair the Equipment and return it in the same condition in which it was received. Specifically Lessee must: Ensure that the Equipment is operated by qualified personnel in accordance with applicable manufacturer's guidelines and instructions. Ensure that the Equipment is used for applications within the capacity ratings of the Equipment. Comply with all applicable federal, state and local laws and regulations in connection with operating, handling and transporting the Equipment. Inspect the Equipment on a regular basis. Supply all fuel, coolants and lubricants necessary to operate the Equipment. Immediately notify Lessor of any known problems or malfunctions or suspected malfunctions or problems or those that should reasonably be known or suspected upon regular inspection that are necessary to keep the Equipment in good running order. Perform all routine and minor repairs and maintenance necessary to keep the Equipment in good running order, unless otherwise agreed in writing. Replace all broken or worn out parts on the Equipment for which Lessee is responsible under Section 9, unless otherwise agreed in writing, and notify Lessor immediately of any broken or worn out parts on the Equipment. Return the Equipment in a clean and unmarred condition. 8. INSPECTION: Before the Equipment is loaded for transit to Lessee, Lessee may require an inspection thereof by a qualified inspector. If Lessee does not inspect the Equipment before it is loaded for transit, then Lesĸee is conclusively deemed to have accepted that the Equipment is in good running order without broken or worn out parts and in a clean and unmarred condition unless subsequently, within twenty-four (24) hours of delivery, it is determined that said equipment was broken or consisted of worn out parts prior to delivery to Lessee. Lessor shall have the right at any time and from time to time to enter the premises occupied by the Equipment and shall be given free access thereto and afforded necessary facilities for the purpose of inspection and removal. 9. DAMAGE TO EQUIPMENT: Lessee shall be liable to Lessor for all Joss or damage to the Equipment, while it is in the possession of Lessee, except for normal wear and tear, for loss or damage caused by Lessor's negligence, or as limited by Section 19. Subject to the provisions of Section 8 hereof, Lessee shall advise Lessor within seven days of the receipt of the Equipment of any shortages or damage claim which it might have and unless such notice is given within such period such claim for shortage or damage shall be invalid and unenforceable. In the event of partial loss or damage to the Equipment, Lessee shall immediately notify Lessor of such, and if its failure to so notify Lessor results in additional or consequential damage to Lessor, Lessee agrees to pay for all such damages. The repair of the damaged Equipment will be governed by Section 19. 10. INDEMNIFICATION: LESSEE SHALL RELEASE, INDEMNIFY, DEFEND AND HOLD LESSOR HARMLESS AGAINST ANY CLAIM, DEMAND, LOSS, DAMAGE, LIABILITY, LAWSUIT, CAUSE OF ACTION, JUDGMENT, PENALTY AND/OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES, COURT COSTS AND OTHER COSTS OF SUIT) ON ACCOUNT OF PROPERTY DAMAGE OR LOSS, OR PERSONAL INJURIES (INCLUDING ILLNESS, DISABILITY OR DEATH) RESULTING FROM THE OPERATION, USE OR HANDLING OF THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER, TO THE EXTENT CAUSED BY THE NEGLIGENCE OR FAULT OF LESSEE AND/OR A THIRD PARTY. 11. INSURANCE AND AUTHORITY: Lessee shall at Lessee's own expense and for all relevant periods maintain commercially appropriate levels of insurance or self-insurance with respect to the obligations assumed by Lessee hereunder, and Lessee represents that it has all requisite authority to assume the obligations assumed by Lessee hereunder. 12. LEGAL EXPENSES: Lessee shall pay all costs, charges and expenses including reasonable attorney's fees incurred in retaking possession of the Equipment hereby rented, in the collection of any sums which may be due and owing Lessor by Lessee, including but not limited to the defense of any action brought against Lessor for damages caused by the Equipment to any person while the Equipment is in the possession of Lessee to the extent of the obligations assumed by Lessee hereunder. The Equipment shall be deemed to be in the possession of Lessee for all purposes of this agreement from the time Lessee begins loading it for transit from Lessor's yard until the time that Lessee has completed unloading the Equipment at Lessor's yard or such other points as Lessor shall in writing direct, except as otherwise limited herein. V4.2.14 ---PAGE BREAK--- 13. ENVIRONMENTAL FEES: Lessee shall pay the reasonable environmental fees identified in the Agreement. 14. SUBLETTING & ASSIGNMENT: Lessee shall not re-rent any Equipment nor shall Lessee assign or transfer any interest in this agreement without the prior written consent of Lessor. If the Equipment is re-rent, Lessee shall require its customer, the end user and any third party in contractual privity in between to be bound by the tenns and conditions hereof. Any person or entity to which this Contract is assigned pursuant to the provisions of the U.S. Bankruptcy Code, 11 U.S.C. Section 101 et. seq., shall be deemed without further act or deed to have assumed all of the obligations arising under the rental agreement to which these terms and conditions apply on and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confinning such assumption, however a party's failure to deliver such documentation shall not relieve that party or its successor of the obligations created herein. 15. RENTAL OF NON-SCHEDULED ITEMS: In the event Lessor is asked to supply boilers, transformers, electrical distribution equipment, large centrifugal air compressors, or other goods or services that are provided to Lessor by a third party vendor, Lessor shall not be under any obligation to provide such products or services unless Lessee also agrees to additional tenns and conditions that may be imposed on Lessor by such third party vendors, which are incorporated herein by reference. 16. TERMINATION OF THE AGREEMENT: If any of the following events occur Lessee fails to make payment in accordance with the terms of this agreement and such failure continues for a period of five days, (ii) Lessee becomes bankrupt, insolvent or makes an assignment for the benefit of its creditors, (iii) Lessee fails to maintain and/or operate or to return the Equipment as provided by this agreement, (iv) Lessee fails to maintain the insurance required by Section 11, Lessor reasonably believes that Lessee is unable to comply with the payment terms hereof as a result of delays in payment under this Agreement or any other rental agreement with Lessor or is likely to become bankrupt, insolvent or make an assignment for the benefit of its creditors, (vi) Lessee violates any material provision hereof (vii) the Equipment is lost, damaged, stolen, destroyed or seized by a governmental agency after it had been placed in the possession of Lessee, (viii) Lessor has a reasonable belief that there is an unusual risk of damage to the Equipment or that Lessee cannot adequately protect the Equipment, or (iv) a force Majeure event that lasts longer than two weeks, then Lessor may at its option. after three days notice in writing of such event terminate this agreement, retrieve the Equipment wherever it may be found without becoming liable for damages or for trespass, and/or, in addition to any other remedies Lessor may have, recover all amounts due together with any damages for injury to the Equipment and all expenses incurred in recovering, retrieving or repossessing the Equipment. 17. WARRANTY: Lessee has selected the Equipment rented hereunder for its own purposes and Lessee expressly disclaims any reliance upon any statements or representations made by Lessor. EXCEPT FOR SATISFACTORY RATED OPERATION OF THE EQUIPMENT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE EQUIPMENT AND LESSOR HEREBY DISCLAIMS SAME. Lessor's liability under this Section 17 is limited to repairing or replacing (at the discretion of Lessor) any Equipment not perfonning according to rated operation. 18. AUTHORITY OF AGENTS: The execution hereof by an agent of Lessee shall conclusively establish the authority of such agent to contract herein, unless Lessor receives written notification to the contrary prior to the loading of the Equipment for transit. 19. SPECIAL CONDITIONS: Notwithstanding any provisions contained herein to the contrary: a. If the Equipment goes down for maintenance or repairs while in Lessee's service, Lessee may notify Lessor and if Lessee elects to return the down Equipment, Lessor will make arrangements to send Lessee Equipment to replace it. Lessee will be charged for all applicable transportation costs if said equipment malfunction is determined to be Lessee's responsibility. b. If the Equipment goes down for maintenance or repairs while in Lessee's service due to Lessee's negligent or careless act and Lessee elects not to return the down Equipment, Lessor will send a qualified technician to repair it Lessee shall pay for travel time, mileage, labor, and parts for the services of each such technician if said need is detennined to be Lessee's responsibility. (ii) If Lessor detennines that the required maintenance or repairs is Lessor's responsibility, the labor and parts required for repair will be provided at no charge to Lessee. (iii) If Lessor detennines that any maintenance or repairs (including those resulting from improper maintenance or the failure to perform required maintenance,) is Lessee's responsibility, then Lessee agrees to pay, within thirty (30) days from receipt of Lessor's invoice, all applicable transportation costs, travel time, mileage, labor, and parts for the repair, even if service is perfonned by Lessor upon return of the Equipment. Additionally, the parties hereto acknowledge that the Equipment is unique in design and manufacture, and as to Lessor, it is inherently valuable as rental equipment. Therefore, in the event of damage to the Equipment for which Lessee is responsible under Section 9, regardless of whether ultimately deemed a total loss, Lessor and Lessee agree that the loss to Lessor comprises, in addition to the replacement value (which is identified on the rental agreement or Aggreko's bill of lading, or, if not identified thereon, then as identified in the Equipment Replacement Values table, which is available at ſko.com/Nort hAmerica/uscful of busincss.aspx and is incorporated herein by reference) or cost of labor and parts to repair the Equipment, transportation costs, travel time, mileage, and other such incidental costs, the loss of use of such rental Equipment (rentals) until it can be fully repaired or replaced. In such event, Lessee shall also be liable for, and agrees to pay within thirty (30) days from receipt of Lessor's invoice, the loss of use and rentals which such damaged Equipment could have produced, at Lessor's then current published rental rate, for such period of time which elapses from the loss until the Equipment can be repaired or replaced. 20. TAXES AND FEES: Lessee shall pay all license fees, registration fees, assessments, duties and taxes which may now or hereafter be imposed upon the ownership, possession, lease or use of the Equipment, excepting only those based on Lessor's net income or exempted by law. Lessee shall notify Lessor of the receipt of any tax notices, tax reports or inquiries or notices from taxing or other authorities concerning taxes, fees or assessments. 2 1. COMPLIANCE WITH LAWS: Lessee shall comply with all environmental and other laws, rules and regulations with regard to the operation of the Equipment including any local, state or Federal Air Quality Legislation. 22. OWNERSHIP OF EQUIPMENT; ENCUMBRANCES: The Equipment is, and shall at all times remain, the property of Lessor, and Lessee shall have no right, title or interest therein, or thereto except the right of possession and use of the Equipment pursuant to the terms of this agreement. Lessee shall not remove or deface any plate or marking on the Equipment identifying Lessor as the owner of the Equipment or the manufacturer's serial number. The Equipment is, and shall at all times remain, personal property of Lessor notwithstanding that the Equipment or any part thereof may now be, or hereafter become, in any manner affixed or attached to any other personal or real property. Lessee shall keep the Equipment free and clear of any and all levies, liens, security interests and encumbrances of any kind, and shall give Lessor prompt notice of any attachment or judicial process affecting the Equipment. 23. LIMITED LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING, BUT IN NO WAY LIMITED TO LOSS OF USE, LOSS OF REVENUES, PROFITS OR ANTICIPATED PROFITS, LOST LABOR TIME, LOST OR SPOILED PRODUCT, DELAY, LIQUIDATED OR PUNITIVE DAMAGES. 24. SCOPE OF DAMAGES: LESSOR'S LIABILITY AND INDEMNITY OBLIGATIONS, IF ANY, SHALL IN NO EVENT EXCEED THE TOTAL RENTALS RECEIVED FROM LESSEE BY LESSOR FOR THE EQUIPMENT WHICH IS THE SUBJECT OF CLAIM OR DISPUTE. 25. NOTICE: For purposes of this agreement, notice shall be provided and deemed made by the following methods only: by U.S. certified or registered Mail, return receipt requested, postage prepaid, on the date the return receipt is signed or, if not signed and/or accepted, on the date the return V4.214 ---PAGE BREAK--- receipt establishes the first attempt at delivery was made by 24 hour nationally reputable private courier delivery service Federal Express, UPS, DHL), 24 hours after it is delivered to the private courier, by hand delivery, upon delivery and acknowledgement of receipt by the party to whom it is delivered or by email, with proof of delivery receipt. Notice shall be provided to Lessor at Aggreko, LLC, 4607 W. Admiral Doyle Drive, New Iberia, Louisiana 70560 and to Lessee at the address identified on the front page of this agreement or at any other address subsequently provided to Lessor by Lessee by any method providing in this Section 25. 26. ENTIRE AGREEMENT; GOVERNING LAW; VENUE: This agreement constitutes the entire agreement between Lessor and Lessee, and supercedes any representations, warranties or agreements (written or oral) heretofore made or entered into between the parties relating to the Equipment rental and related services. Without limiting the foregoing, no "click-through", "browse-wrap'', or other terms which Lessor may be required to "accept" to access a Lessee's website or portal shall have any force or effect. This contract is governed by the laws of the requisite country and state (or judicial district) where the contract is performed, as set forth below. Additionally, as set forth below, the parties hereto further submit to the jurisdiction of the federal and state (or judicial district) courts of the state in which the work is to be performed. Lessor and Lessee hereby irrevocably consent to the jurisdiction of the federal and state (or judicial district) courts listed above, and shall be bound by any judgments rendered thereby after all appeals taken. If any provision of this Agreement shall otherwise contravene or be invalid under the laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity, such contravention or invalidity shall not invalidate all of the provisions of this Agreement, but rather this Agreement shall be reformed and construed as not to contain the such provision or provisions, but only to the extent that they are contravening or are invalid under the laws of that state or jurisdiction. All other provisions of the Agreement shall remain in full force and effect. 27. CHANGES, MODIFICATIONS, WAIVERS, ETC: Changes, modifications, waivers, additions or amendments to the terms and conditions of this agreement shall be binding on Lessor only if such are in writing and signed by a duly authorized representative of Lessor. The failure of Lessor to enforce, at any time or for any period of time, any of the provisions of this agreement shall not constitute a waiver of such provisions or of the right of Lessor to enforce each and every provision. 28. FORCE MAJEURE: If the performance by either party of any of its obligations shall in any way be prevented, interrupted or hindered as a consequence of an Act of God, war, civi I disturbance, riot, strike, lockout, fire, earthquake or other natural calamities, legislation or restriction of any government or other authority, force majeure or any other circumstances beyond the reasonable control of such party, the obligations of the party concerned shall be wholly or partially suspended during the continuance and to the extent of such prevention of interruption or hindrance. 29. RESTRICTIONS ON EMPLOYMENT. Lessee shall not employ any employee of Lessor who performed work, directly or indirectly, on behalf or for the benefit of Lessee for twelve months following the last date Lessor's employee performed such work. 30. CONFIDENTIALITY. Unless required by law or all bids are made known to all competing vendors as part of the bidding process, Lessee shall keep all competitive bidding information submitted by Lessor confidential, regardless of whether said information is marked "Confidential". Lessor's bid materials, this Agreement, if different, and any derivative works resulting therefrom are confidential and proprietary to Lessor. As such, Customer acknowledges the confidential and proprietary nature thereof and shall maintain its confidentiality, only use the confidential information for the purpose thereof, provide such confidential information only to those employees and other parties with the need to know and require all such individuals to be bound by the terms contained herein. These restrictions on use and disclosure shall not apply to any information independently developed by Lessee, as evidenced by documentation in its possession, or which is lawfully received free of restriction from another source having the right to so furnish such Information; (ii) after it has become generally available to the public without breach of this Agreement by Lessee; or (iii) ordered or required to be released pursuant to applicable law, regulation, or a verifiable court order, provided that each party has been given notice of and, to the extent possible, an opportunity to contest such order. All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, designs, works of authorship or other know how developed or created by Lessor prior to or during the course of performing work for Lessee, or developed jointly with Lessee, shall belong exclusively to Lessor. Lessor shall have the exclusive right to, and shall bear all of the costs of, acquiring intellectual property rights, such as patents and copyrights, for any inventions or developments associated with this Agreement and the work or derivative work developed as a result thereof. 3 1. APPLICABILITY OF TERMS & CONDITIONS: The terms and conditions hereof shall be deemed accepted and binding upon Lessee upon transfer of custody of the Equipment to the carrier for delivery to Lessee's receiving point, regardless of whether the Rental Agreement is signed by Lessee. To the extent these terms and conditions or Lessor's proposal are in conflict with any terms and conditions provided by Lessee, the terms and conditions hereof shall dictate. Notwithstanding any provision therein to the contrary, unless otherwise expressly agreed in writing and evidenced by signature of both parties, any terms attached to a purchase order or other customer-provided document are expressly rejected and shall have no force or effect. To the extent these terms and conditions are in conflict with any terms and conditions of a master service agreement with Lessee, the terms and conditions of the master service agreement shall dictate, unless the conflict is acknowledged in writing in which the parties expressly agree to conflicting tenns. 32. COUNTERPARTS: This Agreement, including Lessor's proposal and these terms and conditions by reference therein, may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed to be one and the same agreement. Signatures of acceptance may be exchanged by facsimile, scan or e-mail, and each party agrees to be bound by its own telecopied or electronically submitted signature, and to accept the telecopy or electronic signature of the other party. Alternatively, acceptance of Lessor's proposal and these tenns and conditions by reference therein may be made by email acknowledgement. V4.2.14 ---PAGE BREAK--- PURCHASE ORDER CITY OF MOSCOW WASTEWATER TREATMENT PLANT (208) 882-2725 Date: 5/9/2014 Name of Firm: Aggreko LLC Street Address: 995 Valentine Avenue SE City, State, Zip Pacific, WA 98047 Telephone: [PHONE REDACTED] Fax: 1-[PHONE REDACTED] Please Check Proper classification Operations I I Repairs Project: Cooling Tower Pilot Project Item No. Quantitv I I I 1 300 Ton Cooling Tower 1 300 gpm Pump 1 6" Suction Hose - 25' 1 6" Flanaed Hose - 25' 1 Round Trip Freight PO# 2014-45 Shipping Address: City of Moscow WWTP 2221 W. Pullman Rd. Moscow, ID 83843 Account# 330-330-70-770-66 e-mail [EMAIL REDACTED] website Aqgreko.com Equipment x I Estimated Cost $ 4,500.00 $ 600.00 $ 840.00 $ 2,100.00 $ 4,200.00 Installation, Startup, and Teardown Labor (Not to 1 Exceed Price) Is this a budgeted item Budgeted Amount Bill to: City of Moscow Attn: Les MacDonald P.O. Box 9203 Moscow ID, 83843 Yes $ 8,500.00 TOTAL $ 20,740.00 No Approved-Supervisor ---PAGE BREAK--- ST-101 Idaho State Tax Commission EF000149 06-24-11 SALES TAX RESALE OR EXEMPTION CERTIFICATE oscow _ D. qzo_'3 City \1 'l)AC\ T\ C. State wP\ Zip Code City Stale G\ oseow 1. Buying for Resale. I will sell. rent, or lease the goods I am buying in the regular course of my business. \D a. Primary nature of business Describe the products you sell, lease, or rent b. Check the block that applies: D Idaho registered retailer. Seller's permit number _ D Wholesale only, no retail sales (required - see instructions) D Out-of-state retailer, no Idaho business presence 2. Producer Exemptions (see instructions). I will put the goods purchased to an exempt use in the business indicated below. Check the block that applies and complete the required information. D Logging Exemption D Broadcasting Exemption D Publishing Free Newspapers D Production Exemption (check one): D Farming D Ranching D Manufacturing D Processing D Fabricating D Mining Lisi the products you produce: 3. Exempt Buyer. All purchases are exempt, and no permit number is required. Check the block that applies. 0 Advocates for Survivors of 0 Center for Independent Living D Nonprofit Children's Free Domeslic Violence and mergency Medical Service Agency Dental Service Clinic Sexual Assault, Inc. . D D Federal/Idaho Government Entity Nonprofit Hospital American Indian Tribe 0 . . . D D Forest ProtecUve Assoc1at1on Nonprofit Museum American Red Cross 0 0 D Senior Citizen Center D State/Federal Credit Union D Volunteer Fire Department D Idaho Foodbank Warehouse, Inc. Nonprofit School Amtrak O 0 D Nonprofit Canal Company Qualifying Health Organization Blind Services Foundation, Inc. (see instructions for list) 4. Contractor Exemptions (see instructions). a. Invoice, purchase order, or job number to which this claim applies b. City and state where job is located c. Project owner name d. This exempt project is: (check appropriate box) D In a nontaxing state. (To qualify, materials must become part of the real property.) D An agricultural irrigation project. D For production equipment owned by a producer who qualifies for the production exemption. 5. Other Exempt Goods and Buyers (see instructions). D Aircraft used to transport passengers or freight for hire D Aircraft purchased by nonresident for out-of-state use D American Indian buyer holding Tribal l.D. No. _ This form doesn't apply to vehicles or boats. See instructions. D Church buying goods for food bank or to sell meals to members D Food bank or soup kitchen buying food or food service goods 0 Glider kits for !RP-registered vehicles 0 Heating fuel D Livestock sold at a public livestock market D Medical items that qualify 0 Pollution control items 0 Research and development goods D equipment, or aerial tramway component D Other goods or entity exempt by law under the following statute (required: ) Buyer: Read and sign. I certify that all statements I have made on this form are true and correct to the best of my knowledge. I understand that falsification of this certificate for the purpose of evading payment of tax is a misdemeanor. Other penalties may a/so apply. or Driver's License No. and State of Issue 8 /DOO '22( Seller: Each exemption a customer may claim on this form has special rules (see instructions). It's your responsibility to learn the rules. You must charge tax to any customers and on any goods that don't qualify for a claimed exemption and are taxable by law. • This form may be reproduced. • This form is valid only if all information is complete. • The seller must keep this form.