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The Illuminating Company
<br />CUSTOMER WORK APPROVAL AND PAYMENT DESIGNATION
<br />FORM 1039 (REV. 10-05) PAGE 2 OF 2
<br />TERMS AND CONDITIONS
<br />The Illuminating Company and Owner agree the terms and conditions herein shall constitute the complete and final agreement between the parties, superseding all other
<br />agreements, written or oral. These terms and conditions may not be modified hereafter except by written agreement of The Illuminating Company.
<br />CONDITIONS
<br />BILLING AND PAYMENT In ihe event that The Iiluminating Company perForms the agreed to work prior to payment, The Illuminating Company will invoice Owner for the work pertormed pursuant
<br />to this Agreement Payment shall be made to The Illuminating Company upon Owner's receipt of invoice. All invoices past due thirty (30) days or more shali be charged
<br />? the lesser of one and one-half percent (1 '/:%) per month or the maximum rate of interest allowable by law. Owner agrees to reimburse The Illuminating Company in full
<br />for ali costs of collection, including attomey fees, incurred or paid by The IlluminaGng Company in connection with coliecting, or attempting to collect, any amounts due
<br />under this Agreement.
<br />INDEMNIFICATION Owner agrees for itself, its successors and assigns, to defend, indemnify and save The Iliuminating Company, its successors and assigns, harmless from all claims,
<br />demands, damages, losses, judgments, actions or causes of actions, costs or expenses, including litigation expenses and legal fees, in connection therewith or related
<br />thereto, including lack of authority to enter into this Agreement, asserted by or for any person or persons for personal injuries, death, or property damage caused by,
<br />arising out of, or in any way related to the work performed by The Illuminating Company under this Agreement, unless initiated or proximately caused by the sole
<br />negligence of The Illuminating Company. Notwithstanding the foregoing, The IlluminaHng Company shall have no responsibility to the Owner or third parties if the work
<br />scope as defined by Owner violates the rights of or causes damage to any third party or govemmental authority.
<br />LIMITATION OF LIABILITY Neither The Illuminating Company, its affiliated companies, its subcontractors, nor its employees shall be liable for loss of anticipated profits, loss by reason of plant or
<br />other facility shutdown, non-operation or increased expense of operation, service interruption, claims of Owner's customers, subcontractors, vendors or suppliers, cost
<br />of money, loss of use of capital or revenue arising out of The Illuminating Company's work or out of or in connec6on with Owner's use, or inability to use, the faclities, or
<br />for any special, incidental or consequential damages of any nature, arising at any time or from any cause whatsoever.
<br />FORCE MAJEURE Neither party shall be liable ta the other for any expenses, loss or damage resulting from delays or prevention of pertormance arising from causes beyond its reasonable
<br />control caused by fire, flood, accident, strike, civil commotion, govemmental or military authority, insurrection, riots, embargoes, unavoidable delays in transportation,
<br />acts of God, or public enemy.
<br />ASSIGNMENT This Agreement shall be binding upon and insure to the benefit of the parties hereof, their successors and assigns. Owner, however, shall not assign to any other
<br />person or association not affiliated with Owner any rights or privileges hereby granted, or authorize any person or association not affiliated with Owner ihe exercise of
<br />any rights or privileges herein provided for, without the written consent of The Illuminating Company.
<br />ARBITRATION Any question in dispute between the parties arising out of the Agreement (except any claim for damages because of bodily injuries, including death at any time resulting
<br />therefrom, except for any claim for damages because of injuries to or destruction of property and, except for major breach or repudiation with respect to this Agreement)
<br />which Is not amicably settled shall be submitted to final and binding arbitration. Such arbitration shall be conducted in Cleveland, Ohio, before an arbitrator mulually
<br />acceptable to the parties; provided, however, that should the parties be unable to agree, the arbitrator shall be selected by the presiding Judge of the Court of Common
<br />Pleas of Cuyahoga County, Ohio. The request for arbitration shall be in writing setGng forth the claim or claims to be arbitrated and the remedy sought. It shall be
<br />delivered to the other party within 90 days of the occurrence giving rise to the dispute. Any failure to request arbitration within such 90-day period shall be deemed a
<br />waiver of the right to arbitrate the Gaim upon which the dispute is based.
<br />NON-WAIVER The failure of either party to insist or enforce in any instance strict performance of any of the terms hereof or to exercise any of ils rights herein shall not be construed as
<br />a waiver or relinquishment to any extent of its rights to assert or rely upon such terms on any future occasion.
<br />APPLICABLE LAW This Agreement shall be governed in all respects by the laws of the State of Ohio and only the Courts of Ohio, or Federal Courts in Ohio shall have jurisdiction.
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