On Site Gas Systems/CFD On Site Gas Systems
Fire Department 2009 APPROVED, AS TO
Appropnation #43 530 99 P O #12667 FORM BY
Contract Not To Exceed S2 928 00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES "Agreement is hereby entered into by
and between the City of Carmel Indiana acting by and through its Board of Public Works and Safety City) and On
Site Gas Systems an entity duly authorized to do business in the State of Indiana Vendor)
TERMS AND CONDITIONS
1 ACKNOWLEDGMENT, ACCEPTANCE
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement s terms and conditions
2 PERFORMANCE
City agrees to purchase the goods and/or services (the Goods and Services) from Vendor using City
budget appropnation number 43 530 99 funds Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all limes the highest technical and
industry standards
3 PRICE AND PAYMENT TERMS
31 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than Two Thousand Nine Hundred Twenty Eight Dollars ($2 928 00) (the
Estimate) Vendor shall submit an invoice to City no more than once every thirty (30) days detailing
the Goods and Services provided to City within such time penod City shall pay Vendor for such
Goods and Services within sixty (60) days after the date of City s receipt of Vendors invoice detailing
same so long as and to the extent such Goods and Services are not disputed are in accordance
with the specifications set forth in Exhibit A are submitted on an invoice that contains the information
contained on attached Exhibit B and Vendor has otherwise performed and satisfied all the terms
and conditions of this Agreement
3 2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate unless City has
previously agreed in writing to pay an amount in excess thereof
4 WARRANTY
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications descnptions and /or quotations regarding same as were provided to Vendor by City
and /or by Vendor to and accepted by City all of which documents are incorporated herein by reference and
that the Goods and Services will be delivered in a timely good and workmanlike manner and free from
defect Vendor acknowledges that it knows of City s intended use and expressly warrants that the Goods
and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City s
stated use and are fit and sufficient for their particular purpose
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Appropnation #43 530 99 P 0 #12667
Contract Not To Exceed S2 928 00
5 TIME AND PERFORMANCE
This Agreement shall become effective as of the last date on which a party hereto executes same Effective
Date) and both parties shall thereafter perform their obligatrons hereunder in a timely manner Time Is of
the essence of this Agreement
6 DISCLOSURE AND WARNINGS
If requested by City, Vendor shall promptly furnish to City in such form and detail as City may direct a list of
all chemicals materials substances and items used in or dung the provision of the Goods and Services
provided hereunder including the quantity quality and concentration thereof and any other information
relating thereto At the time of the delivery of the Goods and Services provided hereunder Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services
7 LIENS
Vendor shall not cause or permit the filing of any ken on any of City s property In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof by payment or bonding
City shall have the right to pay such lien or obtain such bond all at Vendor s sole cost and expense
8 DEFAULT
In the event Vendor (a) repudiates breaches or defaults under any of the terms or conditions of this
Agreement including Vendor s warranties (b) fails to provide the Goods and Services as specified herein
(c) fails to make progress so as to endanger timely and proper provision of the Goods'and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach or (d) becomes insolvent is placed into receivership makes a general assignment for the benefit of
creditors or dissolves each such event constituting an event of default hereunder City shall have the right to
(1) terminate all or any parts of this Agreement without liability to Vendor and (2) exercise all other nghts
and remedies available to City at law and/or in equity
9 INSURANCE AND INDEMNIFICATION
Vendor shall procure and maintain in full force and effect during the term of this Agreement with an insurer
licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers compensahon, occupational disease and /or
unemployment compensation act for bodily injunes including but not limited to personal injury sickness
disease or death of or to any of Vendors agents officers employees contractors and subcontractors and
for any injury to or destruction of property including but not limited to any loss of use resulting therefrom
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies shall promptly provide
City upon request with copies of all such policies and shall provide that such insurance policies shall not be
canceled without thirty (30) days pnor notice to City Vendor shall Indemnify and hold harmless City from and
against any and ail liabilihes claims demands or expenses (including but not limited to reasonable attorney
fees) for injury death and/or damages to any person or property ansing from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor s use of City property
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Appropriation #43 330 99 P 0 #12667
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Vendor further agrees to indemnify defend and hold harmless City and its officers, officials agents and
employees from all claims and suits of whatever type including but not limited to all court costs attomey
fees and other expenses caused by any act or omission of Vendor and/or of any of Vendor s agents
officers employees contractors or subcontractors in the performance of this Agreement These
indemnification obligations shall survive the termination of this Agreement
10 GOVERNMENT COMPLIANCE
Vendor agrees to comply with all federal state and local laws executive orders rules regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement and all relevant
provisions thereof are incorporated herein by this reference Vendor agrees to indemnify and hold harmless
City from any Toss damage and/or liability resulting from any such violation of such laws orders rules
regulations and codes This indemnification obligation shall survive the termination of thrs Agreement
11 NONDISCRIMINATION
Vendor represents and warrants that it and all of its officers employees agents contractors and
subcontractors shall comply with all laws of the United States the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire tenure terms conditions and pnvileges of
employment and any other matter related to their employment or subcontracting because of race religion
color sex handicap national ongin ancestry age disabled veteran status and /or Vietnam era veteran
status
12 NO IMPLIED WAIVER
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof
13 NON ASSIGNMENT
Vendor shall not assign or pledge this Agreement whether as collateral for a loan or otherwise and shall not
delegate its obligations under this Agreement without City s pnor wntten consent
14 RELATIONSHIP OF PARTIES
The relationship of the parties hereto shall be as provided for in this Agreement and neither Vendor nor any
of its officers employees contractors subcontractors and agents are employees of City The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement
15 GOVERNING LAW LAWSUITS
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana
except for its conflict of laws provisions The parties agree that in the event a lawsuit is filed hereunder they
waive their nght to a jury tnal agree to file any such lawsuit in an appropriate court in Hamilton County
Indiana only and agree that such court is the appropriate venue for and has junsdichon over same
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On Site Gas Systems
Fire Deparmient 2009
Appropnanon #43 530 99 P O #12667
Contract Not To Exceed $2 928 00
16 SEVERABILITY
If any term of this Agreement is invalid or unenforceable under any statute regulation ordinance executive
order or other rule of law such term shall be deemed reformed or deleted but only to the extent necessary to
comply with same and the remaining provisions of this Agreement shall remain in full force and effect
17 NOTICE
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U S certified mail return receipt requested to the party to be notified at the address specified
herein
If to City City of Carmel
One Civic Square
Cannel Indiana 46032
ATTN Keith Smith Fire Chief
AND
Douglas C Haney City Attorney
Department of Law
One Civic Square
Carmel Indiana 46032
If to Vendor On Site Gas Systems
35 Budney Road
Newington CT 06111
Telephone 860 667 8888 ext 221
E Mail
ATTENTION Dick Lusso
Notwithstanding the above notice of termination under paragraph 18 hereinbelow shall be effective if given
orally as long as wntten notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice
18 TERMINATION
181 Notwithstanding anything to the contrary contained in this Agreement City may upon notice to
Vendor immediately terminate this Agreement for cause in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropnated or encumbered to pay for the Goods and
Services to be provided hereunder In the event of such termination Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination unless the parties have previously agreed in
writing to a greater amount
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Fire Depanmcnt 2009
Appropriation X143 530 99 P 0 412667
Contract Not To Exceed $2 928 00
18 2 City may terminate this Agreement at any hme upon thirty (30) days prior notice to Vendor In the
event of such termination Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination except
that such payment amount shall not exceed the Estimate_amount in effect at the time of termination
unless the parties have previously agreed in wnting to a greater amount
19 REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authonzed to enter into this Agreement and that the persons
executing this Agreement have the authonty to bind the party which they represent
20 ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from hme to time request Vendor to provide additional goods
and services to City When City desires additional goods and services from Vendor the City shall notify
Vendor of such additional goods and services desired as well as the time frame in which same are to be
provided Only after City has approved Vendors hme and cost estimate for the provision of such addihonal
goods and services has encumbered sufficient monies to pay for same and has authorized Vendor in
wnting to provide such additional goods and services shall such goods and services be provided by Vendor
to City A copy of the City s authorization documents for the purchase of addihonal goods and services shall
be numbered and attached hereto in the order in which they are approved by City
21 TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18
hereinabove this Agreement shall be to effect from the Effective Date through December 31 2009 and
shall on the first day of each January thereafter automatically renew for a penod of one (1) calendar year
unless otherwise agreed by the parties hereto
22 HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit expand or otherwise alter the meaning of any provision hereof
23 BINDING EFFECT
The parties and their respective officers officials agents partners, successors assigns and legal
representatives are bound to the other with respect to all of the covenants terms warranties and obligations
set forth in Agreement
24 NO THIRD PARTY BENEFICIARIES
This Agreement gives no nghts ar benefits to anyone other than City and Vendor
25 ADVICE OF COUNSEL
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement and enter into same
freely voluntanly and without any duress undue influence or coercion
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Appropnat]on #43 530 99 P O #12667
Contract Not To Exceed $2 928 00
26 ENTIRE AGREEMENT
This Agreement together with any exhibits attached hereto or referenced herein constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof and supersedes all prior oral
or written representations and agreements regarding same Notwithstanding any other term or condition set
forth herein but subject to paragraph 16 hereof to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement the term or condition contained in this Agreement shall govem and prevail
This Agreement may only be modified by written amendment executed by both parties hereto or their
successors in interest
IN WITNESS WHEREOF the parties hereto have made and executed this Agreement as follows
CITY OF CARMEL INDIANA ON SITE GAS SYSTEMS
by and through its Board of Public
Works and Safety
By By t'90
James Brain V Pres :Jag icer utA horized Signature
Date A /6 l nrokeA�
M 'c7t 1
Pnnted Name
Mary AP Bur Me b-r
Date x 6 F
-1r Title
Lon t S Wat .d M mb r FID(TIN O C Z X7 2.4&
Date 9�/p?
SSN if Sole Propnetor K
ATTEST
Date .x 7—/e{
4
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Date
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EQUIPMENT LEASE
This Equipment Lease (this Lease') is made and entered Into as of Tuly 1 2009 by and
between ON SITE GAS SYSTEMS, INC, a Connecticut corporation, with its principal place of
business at 35 Budney Road, Newington CT (the Lessee and Carmel fire Department with as
principal place of business at 2 Civic Square, Carmel IN 46032 (the Lessor
In consideration of the following covenants and conditions, Lessor leases to Lessee and
Lessee leases from Lessor all those items of Equipment described on Schedule A to this Lease (the
Equipment at such rate of rental and for such periods of time as are stated in such Schedule A
subject to the following terms and conditions
1 Location of Equipment f he Equipment shall be located at Lessee's facility set forth on
Schedule A during all the lease penod and shall not be removed from that location without Lessor's
pnor written consent
2 Care of Equipment Lessee shall use the Equipment in a careful and proper manner and
shall comply with all laws, ordinances, and regulations relating to the possession use, or
maintenance of the Equipment
3 Operation of Equipment Lessee shall permit the Equipment to be operated only b)
competent and qualified employees, and shall Insure that the Equipment is not subjected to careless
or needlessly rough usage
4 Feed Air Requirement Air supplied to the generator included in the Equipment must be
between 1009738°C and 33 °F /0 5 °C, with a water dew point of 40 °r /5 °C or below Air at
temperatures higher or lower than this may cause damage not covered by warrant) Likewise,
moisture content higher than that specified may damage the adsorbent material and void the
warranty
5 Identification of Equipment If at any time Lessor supplies Lessee with labels, plates, or
other markings stating that the Equipment is owned by Lessor, Lessee shall affix and keep such
labels, plates, or other markings in a prominent place on the Equipment Lessee shall not alter,
disfigure, or cover up any such marks of identification displayed on the Equipment Lessee
authorized Lessor to file such UCC financing statemcnts as may be appropnate to evidence Lessor's
interests in the Equipment, naming Lessee as debtor or lessee
6 Alterations Lessee agrees that it will make no alterations in or to the Equipment without
obtaining pnor written permission from Lessor All additions to and improvements of the
Equipment of any kind shall immediately become the property of Lessor and subject to the terms of'
this Lease
7 Maintenance and Repair Lessee agrees to keep the Equipment in good repair and
operating condition, allowing for reasonable wear and tear Lessee shall maintain the Equipment in
accordance with the manufacturer's recommended guidelines and using only genuine maintenance
1 packages and spare parts purchased from the manufacturer Lessee agrees to pay all expenses of
maintaining and repairing the Equipment Expenses of' maintenance and repair shall include labor
matenal, parts and similar items
524782x02 EXHIBIT A 9)
8 Lessor's Right of Inspection Lessor shall have the nght at any time during Lessee's
normal business hours, to enter the premises occupied by the Equipment and shall be given free
access to and afforded necessary facilities for the purpose of inspecting the Equipment
9 Delivery and Set Up of Equipment Lessor shall have the equipment delivered to the
location of Lessee s facility as per Schedule A Lessee shall be responsible for all delivery costs
including but not limited to shipping, unloading uncrating, installation and start up Lessee may
request the assistance of Lessor for installation and start up of the equipment If Lessor assists with
the installation and start up then Lessor s current standard service rates shall apply
10 Return of Equipment On expirahon.of the lease penod specified on Schedule A for any
particular item of Equipment, Lessee, at its own expense shall deliver such stein of Equipment in
good condition ordinary wear and teal resulting from proper use alone excepted, and free and clear
of encumbrances, to Lessor s facility located at 35 Budney Road, Newington, Connecticut or to
such other location as Lessor may designate that does not increase the cost of delivery
11 Lease Cannot be Cancelled This Lease cannot be cancelled and Lessee agrees that all
payment obligations are unconditional
12 Acceptance of Equipment Lessee shall immediately inspect each item of Equipment
delivered pursuant to this Lease, and shall notify Lessor in wasting of any discrepancies between
such item of Equipment and the descnption, statement of condition, and valuation of such item of
Equipment as agreed to on Schedule A If Lessor receives no such written notice within ten (10)
days after delivery of any item of Equipment, Lessee will be conclusively presumed to have
accepted the Equipment as specified in Schedule A
13 Risk of Loss or Damage Lessee assumes all risks of loss of and damage to the Equipment
from any cause and agrees to return it to Lessor in as good conditions as when received, normal
wear and tear excepted No loss of or damage to the Equipment shall impair any obligation of
Lessee udder this Lease and all such obligations shall continue in full force and effect until
otherwise discharged
14 Loss or Damage In event of loss of or damage to the Equipment Lessee at the option of
Lessor, shall
(a) Place the Equipment in good repair
(b) Replace the Equipment with equivalent Equipment purchased from the same
manufacturer, which Equipment shall become the property of Lessor and subject to this Lease, or
(c) Pay Lessor therefor in cash the Purchase Price of the Equipment, as set forth on
Schedule A
On payment by Lessee of the Purchase Price of lost or damaged Equipment pursuant to
paragraph (c) of this section this Lease shall terminate with respect to such items of Equipment and
Lessee shall become entitled thereto, as owner of such items of Equipment Any insurance
524782x01 2 "EXHIBIT 4
proceeds actually paid to Lessee or Lessor pursuant to the insurance maintained by Lessee as
required by Section 17 below shall be applied to pav the cost of repair pursuant to paragraph (a) the
purchase pnce of' replacement equipment pursuant to paragraph (b), or the Purchase Price of the
Equipment pursuant to paragraph (c)
15 Liability and Indemnity for Personal Injuries and Losses Liability for all losses, injury
disability, and death of woikers and other persons caused by operating handling, or transporting the
Equipment dunng the term of this Lease shall be assumed by Lessee, and Lessee shall indemnify
and hold Lessor harmless from and against all such liability
16 Lessee's Duty to Insure Lessee, at all times shall keep the Equipment insured in the
amount equal to the full replacement cost of the Equipment, for all nsks of loss or damage from
every cause whatsoever Such insurance shall name Lessor its successors and assigns as their
interests may appear, as additional insured and as loss'payee with respect to the Equipment The
insurance policies shall provide that the insurer will give Lessor thirty (30) days pnor written
notice of any changes to or cancellation of such policies Lessee shall provide Lessor with
satisfactory evidence of required insurance before the inception of this Lease The proceeds of such
insurance shall be applied as provided in Section 15
17 Taxes and Fees, UCC Lessee shall pay all taxes, assessments, and license and registration
fees on the Equipment during the term of this Lease and furnish to Lessor satisfactory proof that
such payment has been made before such taxes assessments or fees become delinquent
18 Events Constituting Default The following events shall constitute default under this
Lease
(a) The nonpayment by Lessee for a penod of ten (10) days of any sum required to be
paid by Lessee,
(b) The nonperformance by Lessee of any other covenant or condition of this Lease that
is not cured within ten (10) days after notice from Lessor
(c) Any affirmative act of insolvency by Lessee, or the filing by Lessee of any petition
under any bankruptcy reorganization, insolvency, or moratorium law or any law for the relief of,
or relating to, debtors
(d) The filing of any involuntafv petition under any bankruptcy statute against Lessee or
the appointment of any receiver or trustee to take possession of the property of Lessee, unless such
petition or appointment is set aside or withdrawn or ceases to be in effect witlun sixty (60) days of
the date of the filing or appointment, or
(e) The subjection of any of Lessee's property to any levy, seizure assignment
application or sale for or by any creditor or governmental agency
19 Lessor's Right to Prevent Default Should Lessee fail to make any payment or do any act
as provided in this Lease Lessor shall have the light, but not the obligation without notice to or
324782 v 02 3 3
"EXHIBIT .1 1 If
demand on Lessee and without releasing Lessee from any obligation to make or do the same, and
to pay purchase, contest, or compromise any encumbrance charge, or hen that in the soleJudgment
of Lessor appears to affect the Equipment, and, in exercising any such nghts incur any liability and
expend whatever amounts in Lessor's reasonable discretion it may deem necessary All expenses so
incurred by Lessor shall be, without demand, immediately due and payable by Lessee and shall bear
interest at the rate of fourteen percent (14 per annum until paid
20 Lessor's Rights on Default On the occurrence of any of the events defined in Section 19
as constituting default, Lessor may without notice to or demand on Lessee
(a) Terminate this Lease,
(b) Declare due sue for and receive from Lessee the sum of all rents and other amounts
due and owing under this Lease plus the sum of the rents and other amounts to become payable
during the balance of the term of this Lease plus, if the Equipment is not returned to Lessor, the fair
market value thereof,
(c) Take possession of the Equipment (without any court order or other process of law)
and lease any portion of it, for such period and such amount, and to such persons, as Lessor shall
elect, and apply the proceeds of any such leasing, after deducting all costs and expenses incurred in
connection with the recovery, repair, storage, and renting of the Equipment, in payment of the
amounts and other obligations due from Lessee to Lessor under this Lease Lessee remaining
responsible for any deficiency, or
(d) Take possession of the Equipment (without any court order or other process of law)
and sell any portion if it at public or pnvate sale without demand or notice of intention to sell, and
apply the proceeds of any such sale, after deducting all costs and expenses incurred in connection
with the recovery, repair, storage and sale of the in payment of the amounts and other obligations
due from Lessee to Lessor under this Lease, Lessee remaining responsible for any deficiency All
such amounts owing to Lessor shall bear interest at the rate of fourteen percent (14 per annum
until paid
21 Governing Law This Lease shall be governed by and construed under the laws of the State
of Connecticut without regard to its conflicts of laws pnnciples
22 Status of Equipment The Equipment leased under this Lease is, and will at all times
remain, personal property even though it or any part of it may now be or may become, in any
manner attached to or embedded in or permanently resting on real property or improvements
thereon
23 Ownership of Equipment Title to the Equipment shall at all times remain in Lessor unless
transferred to Lessee by sale, and Lessee shall have only the right to retain the possession of such
Equipment pursuant to the conditions of this Lease Lessee shall give Lessor immediate notice of
an claim, levy hen or legal process issued against the Equipment
24 Confidentiality Lessee shall not provide or show Lessor s equipment, manuals, drawings,
parts list, or other information to other companies or individuals that produce or deliver PSA
membrane cylinder or cryogenic gas products or systems
524782 02 4 "EXHIBIT ff
25 Limitation of Effects of Wan ers No delay or omission to exercise any tight, power or
remedy accruing to Lessor on any breach or default by I essee under this Lease will impair any such
right power or remedy of Lessor, nor shall it be construed to be a waiver of any such breach of
default, or an acquiescence therein, or of any similar breach or default thereafter occumng, nor shall
any waiver of any single breach or default be deemed a waiver of any other breach or default
26 Assignment Lessee shall not assign this Lease or any Fquipment leased under the Lease
or any Interest in this Lease or Equipment and shall not suffer to exist any security interest or hen
on the Equipment, without Lessors prior written consent A merger, consolidation or other
transaction resulting in a change in the ownership of a majority of Lessee's business shall be
deemed an assignment for purposes of such restriction Lessee shall not sublet the Equipment or
any item of it, without Lessor's prior written consent Any purported assignment or subletting in
violation of such restrictions shall be null and void
27 Lease Applicable to Successors and Assigns The rights and obligations under this Lease
shall inure to and be binding on Lessor's and Lessee's respective successors and assigns subject,
however, to the provisions of Section 27
28 Attorneys' Fees In the event that any action is filed in relation to this Lease the
unsuccessful party in the action shall pay to the successful party in addition to all other sums that
either party may be called on to pay, a reasonable sum for the successful party s attorneys fees
29 Severability This Lease embodies the entire agreement between the parties It may not be
modified or terrunated except as provided herein or by other written agreement If any provision of
this Lease is invalid, such provision shall be considered deleted from this Lease and shall not
invalidate the remaining provisions
30 Execution of Lease fhis Lease shall not be binding on Lessor until it has been executed by
a proper officer of Lessor at its offices m Connecticut, and until the receipt and acceptance of the
initial lease payment
31 Termination of Lease Unless otherwise terminated, this Lease will continue in force until
all of the Equipment has been ultimately disposed of by return to Lessor or purchase by Lessee and
until all of the obligations of the parties under this Lease have been discharged
32 Warranties Subject to Lessee s compliance with all use requirements and limitations set
forth in this Agreement including all schedules Lessor warrants that the generator system included
in the Equipment will produce pfbduct which meets or exceeds the specifications set forth on
Schedule A for a period of twelve (12) months from the date of installation and start up of such
system LESSOR MAKES NO OTHER WARRANTIES EXPRESS OR IMPLIED AS TO THE
EQUIPMENT LEASED, AND ASSUMES NO RESPONSIBILITY FOR i 1 S CONDITION
33 Notices Any notice to be given under this Lease shall be mailed to the party to be notified
at the address set forth at the beginning of this Lease, 15y registered or certified mail with postage
prepaid, and shall be deemed given when so mailed
524762x02 5 "EXHIBIT 5 II
IN WITNESS WHEREOF, each party has caused this Lease to be executed on the date set
forth in the Introductory paragraph of this Lease
LESSOR LESSEE
ON SITE GAS SYSTEMS, INC
By By
Name Name
Title CPC) Title
"EXHIBIT a
524782 v 02 6