July 2016 consulting services agreement EPSI

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ENVIRONMENT & POWER SYSTEMS INTERNATIONAL TUCSON, ARIZONA Consulting Services Agreement 2016 Advanced Energy and Environmental Solutions for Industry VOCGEN Combined Heating, Cooling and Power

Transcript of July 2016 consulting services agreement EPSI

July 30, 2016

ENVIRONMENT & POWER SYSTEMS INTERNATIONAL

T U C S O N , A R I Z O N A

Consulting Services Agreement 2016

Advanced Energy and Environmental Solutions for Industry

VOCGEN

Combined Heating, Cooling and Power

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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ENVIRONMENT & POWER SYSTEMS INTERNATIONAL

Consulting Services Agreement

Contract Document No. 2016.000

Standard Terms and Conditions Schedule of Charges

List of Business Partners and Suppliers

Revised July 30, 2016

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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AGREEMENT Environment & Power Systems International, LLC (“COMPANY”), an Illinois LLC since 2003, in good standing pursuant to rules, regulations and statues of the Illinois Corporation Commission of the State of Illinois, shall provide business and project development engineering consulting services on behalf of ______________________________________________________________________________ ______________________________________________________________________________ hereinafter (“CLIENT”) as mutually developed and agreed between the parties as follows: ARTICLE 1. SCOPE OF SERVICES, ESTIMATED TIME SCHEDULE AND CHARGES Unless modified in writing by the parties, services under this contract identify the duties of the Company and shall not exceed those services mutually developed and agreed between the parties. CLIENT shall pay a retainer fee of twenty-five thousand dollars (USD$25,000, Retainer), or an amount agreed upon by the parties, to be applied as a draw against consulting services provided and earned against such Retainer. This Agreement shall terminate upon the expiration of two (2) years from the effective date hereof. To the extent the Company has not earned the Retainer, this Agreement shall remain in place until such time as the aggregate fee is earned and shall thereafter automatically terminate. All out-of-pocket expenses reasonably incurred, in accordance with the terms and conditions of the Agreement, up to the effective date of termination shall also be reimbursed, if invoiced within thirty days (30 days) of termination. Services described in this agreement and any future services provided under this contract represent standard environmental pollution control and regulatory affairs; energy, engineering, and technology practices and unless specifically stated, do not include analyses, explanations or justification(s) of unusual complexity. Upon identification of unusual, complex or unforeseen conditions during the course of any project, the Company will advise CLIENT in writing. If authorized by CLIENT to proceed with additional work, THE COMPANY will proceed on a time and expense basis of compensation as outlined in Article 2 unless a new or additional proposal and scope of work agreement is instituted. The estimated time schedules and the estimated charges are attached hereinto and incorporated in this Agreement. Tasks or projects requested and agreed by CLIENT may include new or revised

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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schedules. The terms and conditions of this Agreement shall apply to each Addendum, except to the extent expressly modified by the Addendum. Where charges are “not to exceed” a specified sum, THE COMPANY shall notify CLIENT before such sum is exceeded and the COMPANY shall not continue to provide Services beyond such sum unless CLIENT authorizes an increase in the sum. If a “not to exceed” sum is broken down into budgets for specific tasks, the task budget may be exceeded without CLIENT authorization as long as the total sum is not exceeded. ARTICLE 2. METHOD OF CHARGING AND PAYMENT CONDITIONS CLIENT agrees to pay for the services provided under Article 1 in accordance with the compensation provisions described in the proposal or agreement to which these standard terms and conditions are attached. The COMPANY shall submit invoices to CLIENT semi-monthly. The CLIENT shall pay each invoice within fifteen (15) days of the date of the invoice. Invoices unpaid after thirty-days (30-days) may be sent to a collection agency for recovery. However, if CLIENT objects to all or any portion of any invoice, CLIENT shall notify the COMPANY of the objection within ten (5) days from the date of the invoice, provide the reason(s) and explanation in writing for the objection, and pay that portion of the invoice that is not in dispute. The CLIENT shall pay an additional charge of one and one-half percent (1.5%) of the amount of the invoice per month, or the maximum percentage allowed by law, whichever is the lesser for any payment received by the COMPANY beyond the fifteen (15) day period from the date of invoice. Payment(s) thereafter shall first be applied to accrued interest and then to the unpaid principal. The additional charge shall not apply to any disputed portion of any invoice resolved in favor of the CLIENT. In the event of a legal action brought by the COMPANY against CLIENT for invoice amounts not paid, attorney’s fees, court costs and other related expenses shall be paid to the prevailing party by the other party. Unless otherwise stated herein, or in a proposal or addendum the method of charging for the Services shall be on a time and materials basis and shall be based on the Schedule of Charges in effect when the Services are performed. Compensation based on expense charges will consist of non-labor costs. Non-labor costs of purchased materials or services shall be computed on the basis of actual purchase price plus a service charge of fifteen (15) percent for commercial equipment and supplies, and fifteen (15) percent for services of outside consultants. Vehicle, or travel mileage by company or employee travel shall be $0.XX per mile. A new Schedule of Charges is issued at the beginning of each year. Unless other arrangements have been made, charges for all work, including continuing projects initiated in the prior year, will be based on the current Schedule of Charges. (See attached Schedule of Charges) CLIENT shall compensate COMPANY for any sales or value-added taxes, which apply to the Services, rendered under this Agreement and any Addendum thereto. CLIENT shall reimburse COMPANY for the amount of such taxes in addition to the compensation due for Services.

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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In addition to the above, if payment for COMPANY invoices are not maintained on a fifteen (15) day current basis, THE COMPANY may, by ten (10) days written notice to CLIENT, suspend further performance of services and withhold any and all data from CLIENT until such invoice payments are restored to a current basis. ARTICLE 3. PROFESSIONAL RESPONSIBILITY The COMPANY is employed to render a professional service only and any payments made by the CLIENT are compensation solely for such services rendered and recommendations made in carrying out the work. THE COMPANY will employ the custom of conducting its business practices in accordance with all applicable Federal, State and local laws and regulations to make findings, opinions, factual presentations and professional advice and recommendations. The Company is committed to the ethical treatment of employees, clients and the communities in which we work and will not deviate from this commitment for advantage or profit. The services to be performed by the COMPANY under this or any proposal agreement are intended solely for the benefit of the CLIENT. Nothing contained herein shall confer any rights upon or create any duties on the part of the COMPANY toward any person or persons not a party to this agreement including, but not limited to any contractor, subcontractor, supplier, or the agents, officers, employees, insurers, governmental agencies, sureties of any of them or the general public. The COMPANY agrees to indemnify, defend and hold the CLIENT harmless from and against any liability arising out of the sole negligent errors or sole negligent omissions of the COMPANY, its agents, employees or representatives in the performance of duties under the agreement. In performing construction management sand regulatory affairs consulting services, the COMPANY shall act as the agent of the CLIENT. The COMPANY’s review, or observation of work prepared or performed by other individuals, or firms employed by the CLIENT shall not relieve those individuals, or firms of complete responsibility for the adequacy of their work. It is understood that any resident engineering or professional technical observation provided by the COMPANY is for the purpose of determining compliance with technical provisions of the project specifications or project manual(s) and does not constitute any form of guarantee or insurance with respect to the performance of a contractor. The COMPANY shall not be responsible for the means, methods, appliances, procedures, techniques or sequences of construction, nor shall the COMPANY be responsible for the contractor’s failure to carry out the work in accordance with the contract documents including permits regulated by Federal, State and local laws and regulations. The COMPANY does not guarantee, or issue any form of written or oral assurance as to the

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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outcome of applications or submissions of technical work prepared by the COMPANY to regulatory agencies having jurisdiction. Work prepared by the COMPANY shall be carried out according to ordinances and regulations of regulatory agencies having jurisdiction; however, interpretation of ordinances and regulations is solely at the discretion of the regulatory agency. The COMPANY represents that the Services shall be performed, within the limits prescribed by the CLIENT and in a manner consistent with the level of care and skill ordinarily exercised by other professional engineering consultants engineers under similar circumstances at the time the Services are performed. No other representations to CLIENT express or implied, and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document, or otherwise. ARTICLE 4. LIMITATIONS OF LIABILITY The COMPANY shall maintain during the life of the Agreement and Project the following minimum public liability and property damage insurance to cover claims for injuries, including accidental death as well as from claims for property damages, which may arise from performance under the agreement as required by CLIENT or such insurance shall be provided by CLIENT and cover the COMPANY to facilitate the work. Comprehensive General Liability Insurance; combined single limit of: $ 2,000,000 Automobile Insurance: $ 100,000 combined single limit Statutory workers compensation and employer liability insurance The liability of the COMPANY, its employees, agents and subcontractors for CLIENT’s claim of loss, death, damage, or expense, including, without limitation, CLIENT’s claims of contribution and indemnification with respect to third part claims relating to services rendered or obligations imposed under this Agreement, including all Addenda, shall not exceed the aggregate under this Agreement: (1) The total sum of $50,000 for CLIENT’s Claim arising out of: (a) Any actual or potential environmental pollution or contamination, including, without limitation, any actual or threatened release of toxic, irritant, pollutant, or waste gases, liquids, or solid materials, or failure to detect or properly evaluate the presence of such substances, except to the extent such release, threatened release or failure to detect or evaluate is caused by the COMPANY’s gross negligence or willful misconduct; and (b) Professional negligence, including errors, omissions, or other professional acts, and including unintentional breach of contract; and (2) The total sum of $100,000 of CLIENT’s Claims arising out of negligence, or other causes

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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which the COMPANY has any legal liability, other than as described in (1)(a) and (b) above. In no event shall either CLIENT, or the COMPANY be liable for consequential damages, including without limitation, loss of use, or loss of profits incurred by one another, or their subsidiaries or successors regardless of whether such damages are caused by breach of contract, willful misconduct, negligent acts or omissions, or other wrongful act of either of them. CLIENT agrees to defend and hold the COMPANY harmless from any claims arising from construction and other on-site activities using contract documents prepared by the COMPANY or work under observation by the COMPANY for the CLIENT that are not the result of the COMPANY’S sole negligent errors or omissions. ARTICLE 5. CONSTRUCTION PROCEDURES Unless expressly provided herein or in an Addendum (and then only to the extent expressly defined), the COMPANY, except for its own services, shall not specify construction procedures, manage or supervise construction; shall not be responsible for the acts or omissions of contractors, or other parties on the project; and shall not have control or charge of and shall not be responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs for contractors. In the event the COMPANY, by Addendum, expressly assumes health and safety responsibility for certain concerns such as toxic concerns, the acceptance of such responsibility shall not be deemed an acceptance of responsibility for other health and safety requirements such as those relating to Services, unless expressly provided otherwise. The COMPANY’S testing or inspection of portions of the work of other parties on a project shall not relieve such other parties from their responsibility for performing their work in accordance with applicable plans, specifications, and safety requirements. ARTICLE 6. RECOGNITION OF RISK CLIENT recognizes that environmental conditions will often vary from those encountered at the times and locations where data are observed, or obtained by the COMPANY and that limited data can result in uncertainty with respect to the interpretation of these conditions, despite the use of due professional care. CLIENT recognizes that, while necessary for investigations and work, commonly used methods, or investigative techniques and tasks such as confined space entry, or wastewater discharges involve an inherent risk. ARTICLE 7. INDEMNIFICATION If any claim is brought against the CLIENT, and/or the COMPANY, its employees, agents and subcontractors (hereinafter for purposes of this Article 7 referred to collectively as “the Parties”), by a third party, relating in any way to services under this Agreement, including all addenda, the contribution and indemnification rights and obligations of the CLIENT and the COMPANY, subject to the limitations of liability under Article 6 above, shall be determined as follows:

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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(1) If any negligence, breach of contract, or willful misconduct of the COMPANY causes any damage, injury or loss by the third party, then the COMPANY and CLIENT shall indemnify the other against any loss of judgment on a comparative responsibility basis under comparative negligence principles (CLIENT responsibility to its agents, employees, and other contractors); (2) Unless the COMPANY was guilty of negligence, breach of contract, or willful misconduct which in whole, or in part caused the damage, injury, or loss asserted in the third party claim, the CLIENT shall indemnify the COMPANY against the claim, liability, loss, legal fees and consulting fees. CLIENT recognizes that projects such as operating and maintaining pollution control facility or managing hazardous waste, or materials, may not perform as anticipated by the Company, even if the Services are performed in accordance with the level of care and skill ordinarily exercised by professional consultants and contractors under similar circumstances. (3) To the fullest extent permitted by law, the CLIENT shall indemnify and hold harmless the COMPANY for all liability arising from the risks described in this Agreement in excess of the limit of liability set forth therein, unless such liability is caused by the gross negligence or willful misconduct of the COMPANY. ARTICLE 8. RIGHT OF ENTRY The CLIENT grants to the COMPANY right of entry to Client owned facilities. If the CLIENT does not own the project site, the Client warrants that permission has been granted for a right of entry from time to time by the COMPANY and its employees, agents and subcontractors for the purpose of providing the Services. The CLIENT will provide notification to the COMPANY regarding work entry times and any changes in workdays, hours, or points of entry procedures. ARTICLE 9. INDEPENDENT CONTRACT OR STATUS AND SUBCONTRACTS Unless and only to the extent specifically provided to the contrary, the COMPANY shall be an independent contractor and shall have responsibility for and control over the details and means for providing the Services. The COMPANY can use subcontractors to perform services usually performed by subcontractors. If the COMPANY wishes to use a subcontractor where it is not customary to do so, the COMPANY shall obtain prior written approval or subsequent written confirmation from CLIENT. To the extent that CLIENT insists upon the signing of manifests for the disposal of hazardous substances by THE COMPANY’s agents or employees, such signing shall be a CLIENT’s agent or employee so that the COMPANY will not be considered to be a generator, transporter, or disposer of such substances, and CLIENT shall indemnify the COMPANY against any claim or loss resulting from such signing. ARTICLE 10. SAMPLES, CUTTINGS, AND HAZARDOUS SUBSTANCES The COMPANY shall preserve such soil, rock, water, air and other samples obtained from the project site as it deems necessary for the project for not longer than forty-five (45) days, unless otherwise legally required, after the issuance of any document that includes the data obtained from those samples, unless other arrangements are mutually agreed upon in writing. At any time, CLIENT can request in writing that the COMPANY destroy samples, and hazardous substances,

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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unless other arrangements are made and are mutually agreed upon in writing. ARTICLE 11. OWNERSHIP AND MAINTENANCE OF DOCUMENTS Unless otherwise specified in this Agreement, or in an Addendum and provided that the COMPANY has been fully paid for the Services, CLIENT shall have the right to use the documents, maps, photographs, drawings and specifications resulting from the COMPANY’s efforts on the project, except for designs, drawings, and specifications identified as proprietary data for purposes reasonably contemplated by the parties. The COMPANY shall have the right, but shall not be obligated to retain copies of all such materials and shall have the right to use the same for any purpose unless such use would be expected to cause harm to CLIENT. CLIENT shall specify in advance, in writing and be charged for all arrangements for special or extended-period maintenance of such materials by the COMPANY. The COMPANY retains the right of ownership with respect to any patentable concepts, engineering or applications and designs of processes or systems or copyrightable materials arising from its Services. Reuse of any material, or documents described by the CLIENT on extensions of this project, or any other project with the COMPANY’s written authorization shall be at CLIENT’s risk and therefore, CLIENT agrees to indemnify, defend, and hold harmless the COMPANY from all claims, damages, and expenses, including attorney’s fees, arising out of such unauthorized reuse. ARTICLE 12. CONFIDENTIALITY The COMPANY, upon CLIENT’s request, shall have its employees, agents, and subcontractors sign reasonable and customary confidentiality agreements furnished by CLIENT. ARTICLE 13. CLIENT ACTION TO BE TAKEN Prior to the commencement of the Services, and thereafter, CLIENT shall notify the COMPANY of any known potential, or possible health or safety hazard, or condition existing on or near the project site upon which the Services are being performed by the COMPANY, its agents, employees, or subcontractors with particular reference to hazardous substances, or conditions. If hazardous substances, or conditions are discovered during the performance of the Services that are different in type, amount or concentration from those disclosed to the COMPANY prior to commencement of the Services, then, upon notification CLIENT and the COMPANY shall seek to determine the equitable adjustment (if any) to be made to the Addendum. If the parties are unable to agree, the Addendum will be terminated in accordance with the termination for convenience provisions of this Agreement. CLIENT shall compensate the COMPANY for any emergency measures necessary for health and safety. CLIENT shall have the responsibility for properly reporting the discovery of hazardous substances to appropriate authorities. CLIENT shall correctly show, on plans to be furnished to the COMPANY, the location of

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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subsurface structures, such as pipes, tanks, cables and utilities. If the Services require the COMPANY to investigate the location of such underground utilities, then, consistent with the agreed upon scope of such investigation, the COMPANY shall be obligated to perform the investigation in accordance with reasonable standards of care. The COMPANY shall not be responsible for damage to underground structures which occurs despite the use of due care. CLIENT shall provide the COMPANY in writing all criteria, design, and construction standards, including all other information relating to CLIENT’s requirements for the project. CLIENT shall give the COMPANY prompt written notice of any suspected deficiency in the Services. CLIENT, with reasonable promptness, shall provide required approvals and decisions. ARTICLE 14. DELAYS In the event that the COMPANY’S field or technical work is interrupted due to causes outside of its control, the COMPANY shall be equitably compensated (in accordance with the COMPANY’s current Schedule of Charges) for the additional labor, equipment and other charges associated with maintaining its work force and available equipment during the interruption; or at the option of CLIENT for such similar charges that are incurred by the COMPANY for demobilization and subsequent remobilization. In no event shall the COMPANY be required to maintain a field force in standby status in the field for a period in excess of five (5) calendar days. Except for the foregoing provision, neither party shall hold the other party responsible for damages, or delays in performance caused by force majeure, acts of God, nor other events beyond the control of the other party, or otherwise could not have been reasonably foreseen and prevented. For this purpose, such acts or events shall include without limitation, unusual weather, or circumstances affecting performance including floods, epidemics, war, riots, strikes, lockouts, or other industrial disturbances, protest demonstrations, unanticipated site conditions, and inability, with reasonable diligence, to supply personnel, equipment or material for the Services. Should such acts, or events occur both parties shall use their best efforts to overcome the difficulties arising and to resume as soon as reasonably possible the normal pursuit of the Services. Delays within the scope of this Article, which cumulatively exceed thirty days (30 days), shall at the option of either party make the applicable proposal, or Addendum subject to termination for convenience, or to renegotiation. ARTICLE 15. SUSPENSION OF WORK CLIENT may at any time by ten (10) days written notice suspend performance by the COMPANY. If payment of invoices by CLIENT is not maintained on a fifteen (15) day current basis, THE COMPANY may by a ten (10) day written notice to the CLIENT, suspend further

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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performance until such payment is restored to a current basis. Suspension for any reason exceeding fifteen (15) days shall, at the option of THE COMPANY, make the applicable Addendum subject to termination, or to renegotiation. All suspensions shall extend the time schedule for performance in a mutually satisfactory manner and the COMPANY shall be paid for Services performed including the charges incurred prior to the suspension date, plus suspension charges. Suspension charges shall include, without limitation, the placing of documents and analyses in order; personnel and equipment rescheduling, or reassignment adjustments and all other related charges incurred directly attributable to suspension. ARTICLE 16. TERMINATION CLIENT may terminate all, or any portion of the Services for convenience, at its option, by sending a written Notice of Termination to the COMPANY. The COMPANY may similarly terminate for convenience in the event of delays, or suspensions exceeding thirty (30) days as provided in the foregoing articles. The Notice of Termination shall specify when and which work will be discontinued and when termination shall be effective. No later than fifteen (15) days after termination, CLIENT shall pay the COMPANY upon invoice for Services performed and charges prior to termination, plus termination charges. Termination charges shall include, without limitation, the management of project documents and analyses, personnel and equipment de-mobilization, rescheduling, or reassignment adjustments and all other related charges incurred directly attributable to termination. Either party can terminate this Agreement, or an Addendum for cause if the other commits a material, incurable or uncured breach of this Agreement. Termination shall be effective ten (10) days after receipt of a Notice of Termination, unless a later date is specified in the Notice. The Notice of Termination shall contain specific reasons for termination and both parties shall cooperate in good faith to cure the causes for termination stated in the Notice. Termination shall not be effective if reasonable action to cure the breach has been taken before the effective date of the termination. In the event of termination for cause the COMPANY shall be paid the same as in the case of the termination for convenience and the parties shall have their remedies at law as to any other rights and obligations between them subject to the other terms and conditions of this Agreement. CLIENT and the COMPANY recognize that professional standards and ethics govern the Services. If circumstances arise which, in the COMPANY’s opinion, preclude it for professional or ethical reasons from continuing performance, THE COMPANY shall advise CLIENT of that fact. The parties shall immediately attempt to arrive at a mutually satisfactory solution. If this cannot be done to the satisfaction of both parties, either may terminate in which case CLIENT shall compensate the COMPANY in accordance with this Article. ARTICLE 17. COMPLIANCE WITH LAW The COMPANY and the CLIENT will use reasonable care to comply with applicable laws in effect at the time the Services are performed, which, to the best of their knowledge, information, and belief apply to their respective obligations under this Agreement and State and Federal law.

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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CLIENT shall pay for any reasonable additional charges by the COMPANY for services required on the part of the COMPANY to comply with laws, or regulations which become effective after the execution of the Agreement, or any Addenda to this Agreement. ARTICLE 18. ASSIGNMENTS Neither party to this Agreement shall assign its duties and obligations hereunder without the prior written consent of the other party. ARTICLE 19. GOVERNING LAW Unless otherwise provided in an Addendum, the law of the state where the project is located will govern the validity of this Agreement, its interpretation and performance and remedies for contract breach, or any other claims related to this Agreement. If the project is located in more than one state, the law of the state where most of the Services are performed shall govern. The provisions of this Agreement shall be enforced to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable, the provision shall be construed and applied in a way that comes as close as possible to expressing the intention of the provisions and that saves the validity and enforceability of the provision. ARTICLE 20. TIME BAR TO LEGAL ACTION All legal actions by either against the other for breach of this Agreement, or any Addendum, or for the failure to perform in accordance with the applicable standard of care, however denominated, and that are essentially based upon such breach, or failure, shall be barred two (2) years from the time claimant knew, or should have known of its right to make a claim, but in any event not later than four (4) years from the substantial completion of the Services. ARTICLE 21. NO THIRD PARTY RIGHTS This Agreement shall not create any rights, or benefits to parties other than CLIENT and the COMPANY. ARTICLE 22. INTEGRATED WRITING This Agreement constitutes a final and complete repository of the agreements between CLIENT and THE COMPANY. It supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written, relating to the subject matter of this Agreement. Modifications of this Agreement shall not be binding unless made in writing and signed by an Authorized Representative of each party. ARTICLE 23. ARBITRATION All claims, disputes and other matters in question between the parties to this Agreement arising out of, or relating to, this Agreement, or the breach thereof, shall be decided by arbitration rules of the American Arbitration Association, then pertaining, unless the parties mutually agree otherwise in writing. The losing party shall pay legal fees.

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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ARTICLE 24. NOTICES, SIGNATURES AND AUTHORIZED REPRESENTATIVES The following signatories of this Agreement are the Authorized Representatives of CLIENT and THE COMPANY for the execution of this Agreement. Each Agreement shall set forth the name and address of the respective Authorized Representatives of the parties of the administration of that Addendum. Any information or notices required or permitted under this Agreement or any Addendum shall be deemed to have been sufficiently given if in writing and delivered either personally or by mail to the undersigned representative or any other Authorized Representative identified in the applicable Addendum. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly Authorized Representatives, as follows: Client Environment & Power Systems

International, LLC

Authorized Representative Signature

Authorized Representative Signature

Steven E. Sexton Name

Name

CEO & Managing Director Title

Title

Date of Signature

Date of Signature

[Balance of Page is Blank]

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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SCHEDULE OF CHARGES

This Schedule of Charges applies to services rendered in the current year and/or until a new Schedule of Charges is issued. Unless other arrangements have been made, charges for services, including continuing projects initiated in the prior year, will be based on the new Schedule of Charges produced annually. The full day rate will be the minimum charge for any portion of a day. HOURLY FIELD & OFFICE LABOR RATES

Labor Category Straight Time Travel Billing Code Principal, Sr. Consultant (PSC) 200.00 120.00 1 Dir. of Engineering/Business Development 175.00 100.00 2 Project Manager (PM) 125.00 70.00 3 Mechanical Engineer 100.00 45.00 3 Electrical Engineer 100.00 45.00 3 Design Engineer 100.00 45.00 3 Chemical Engineer 100.00 45.00 3 Environmental Scientist (ES) 100.00 40.00 4 Certified Industrial Hygienist (CIH) 100.00 45.00 4 Industrial Hygienist (IH) 80.00 40.00 5 Environmental Specialist II (ESII) 70.00 40.00 6 Environmental Specialist I (ESI) 65.00 40.00 7 Compliance Manager (CM) 125.00 45.00 7 Foreman (FM) 100.00 40.00 8 Hazmat Technician (HT) 60.00 30.00 9 Administrative Manager (AM) 60.00 30.00 10 Clerical/General Office (CGO) 45.00 30.00 11

Hours in excess of eight (8) hour day will be charged at time and one-half, double time rates will be charged after 12 hours in one 24-hour period. Rates do not include instrumentation and personal protective equipment. Materials and supplies not included on the COMPANY’s standard materials and time schedule will be billed at cost plus 15%. Travel and per diem expenses will be billed at cost plus 15%. Analytical charges will be charged at cost plus 15%. Waste disposal and transportation charges will be billed at cost plus 15%. Fuel and supplies for equipment will be charged at cost plus 15%. The cost of communications including routine office computer equipment, word processing equipment, and computer control of project costs, telephone, and postage, facsimile and in-house reproduction will be charged at two percent (2%) of the total labor charges. Rates for personal protective equipment, specialized field equipment, dedicated air or water sampling equipment and specialized computer software/hardware will be included in all proposals for such work. Other direct expenses identifiable to the project including (but not limited to) the examples listed below will be charged at cost times 1.15. Personnel Expenses Travel, subsistence and vehicle rentals incurred by personnel while on project activities Subcontracts and outside consultants and services Equipment, or sample shipping Special supplies including drafting, printing, photos, and reference materials Expendable materials such as containers and chemicals Special fees, licenses, permits, insurance, bonds, etc.

ENGINEERING CONSULTING SERVICES AGREEMENT CONTRACT DOCUMENT NO. 2016.000

COPYRIGHT©2016ENVIRONMENT & POWER SYSTEMS INTERNATIONAL - ALL RIGHTS RESERVED TELEPHONE +1 520.414.9472 ♦ EMAIL [email protected]

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BUSINESS PARTNERS AND SUPPLIERS

1. GLHN Architects and Engineers http://glhn.com/

a. VOCGEN CHP Project Engineering and Design

i. Planning

ii. Site Investigation

iii. Commissioning

2. Enercon Engineering, Inc. http://www.enercon-eng.com/

a. VOCGEN Power Generator and Other Product Manufacturing

i. Planning

ii. Commissioning

3. Petrotech, Inc. http://www.petrotechinc.com/

a. VOCGEN and Plant Operational Controls Integration

i. Communications

4. Vericor Power Systems https://www.vericor.com/

a. Gas Turbine Engine Manufacturing