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HomeMy WebLinkAboutBright Power, Inc - Solar Energy ProjectsRESOLUTION 2012-249 ADOPTED DOC ID: 7703 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-249 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MARCH 13, 2012: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute a Consulting Services Agreement between the Town of Southold and Bright Power~ Inc. regarding a Preliminary Feasibility Assessment of sites in connection with solar energy projects, at a cost not to exceed $6,750.00, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Christopher Talbot, Councilman AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell ORIGINAL CONSULTING SERVICES AGREEMENT THIS SERVICE AGREEMENT(the "Agreement')dated this_28th_day of February , 2012 is made by and between The Town of Southold (the "Client'), and Bright Power. Inc., a corporation, organized under the laws of the Stale of New York, with an address at 11 Hanover Square 15th floor, New York NY 10005(the"Consultant'). WITNESSETH: WHEREAS, Client desires to engage Consultant to provide certain consulting services upon the terms and conditions hereinafter set forth, and Consultant is prepared to perform such services upon such terms and conditions;and WHEREAS, Consultant desires to provide certain consulting services to Client; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, Client and Consultant agree as follows: 1. Scope of Services. Client hereby engages Consultant to perform a Preliminary Feasibility Assessment("The Services") of the portfolio of sites at which Client intends to develop solar energy projects as of the date above first written ('The Sites"): A)Client will provide to Consultant a comprehensive list ("List")of nine sites with their associated addresses and utility bill records or access to online data. Any Site added to List after it is initially provided by Client constitutes additional services under this agreement, and will be priced and invoiced separately. B) For the provided sites, Consultant shall provide marked up satellite imagery identifying areas available for Solar Photovoltaic(PV) installation and an accompanying table detailing projected installation area, system capacity, energy production, energy displaced and energy production broken out by the various areas of the site. C) For the Chosen Facilities, Client shall provide contact information and Consultant will collect usage and rate information for electric and natural gas utility accounts. / The final deliverable will be ument that gives a general overview of the opportunities at the Chosen sites and will include a table or spreadsheet that lists the t�&s in order of estimated solar project size. This document will also include the estimated annual energy ,production and percentage on site usage displaced. The consultant will present this information to the Client. EXCLUSIONS: • Visits to any Facility • Financial analysis 2. Compensation.As compensation for the performance of The Services, Consultant will be paid for The Services as follows: Total Contract:$6,750 $3,375 due at signing of this Agreement $3,375 due upon delivery of Preliminary Feasibility Assessment to Client 3.Term. This agreement lasts until all obligations are completed and paid. 4. Payment. Consultant will submit invoices for Services performed and expenses incurred as called for herein together with sufficient supporting data. Payment terms are net thirty(30)days, and are to be made in US dollars. Late payments or partial payment balances will be subject to one and one-half percent(1.5%)per month late fee or the maximum rate allowed by law whichever is lower. Consultant may terminate this Agreement or Attachments thereto if Client fails to pay any undisputed amount within thirty(30)days after receipt of invoice. In the event of such termination, Consultant shall have all remedies available to it under law and this Agreement. All federal, state, and/or local sales taxes based upon this Agreement, or upon the provision of the Services, or their use, shall be the responsibility of Client. Client shall pay Consultant for all such taxes as billed by Consultant. 5. Changes. Client shall have the right to make changes in writing in the Services to be performed or their sequence, schedule or duration which changes shall be commercially reasonable. Consultant shall be entitled to an equitable adjustment to the Compensation. All such adjustments to Services and Compensation must be authorized by written Amendment to this Agreement and signed by Client prior to incurring any additional costs in excess of the amounts set forth in this agreement. 6. Independent Contractor. Consultant is an independent contractor in the performance of the Services. Neither Consultant, nor any of its employees,are or shall be deemed to be an agent or employee of Client and Consultant shall remain solely responsible for the performance of the Services. Consultant has sole authority and responsibility to employ, discharge or otherwise control its employees. 7. Limitation of Liability. In no event shall either party, its principals, members or employees be liable for consequential, special, indirect, incidental, punitive or exemplary damages,costs, expenses,or losses(including without limitation, lost profits and opportunity costs). 8. Force Majeure. Neither party shall be liable for any delay or failure in performance if the delay or failure in performance is due to force majeure events. Force majeure events are acts of God, fire, flood, explosion, strikes, sabotage, civil insurrection, acts of terrorism, injunctions, and any other cause beyond the reasonable control of either party. s 9. Termination. Unless terminated sooner in accordance with its terms, this Agreement shall terminate on the completion of all Services. Either party may terminate this Agreement without cause upon thirty (30) days' prior written notice. If Client terminates this Agreement without cause, Client shall pay Consultant for all Services performed and costs and/or expenses incurred by Consultant in connection with the Services. In the event either party breaches a material term or condition of this Agreement, the non-breaching party shall give written notice of such breach to the breaching party. Upon receipt of such written notice, the breaching party shall immediately cease any activities on behalf of the non-breaching party. If the party in breach has not cured the breach within ten (10) days of the notice to the reasonable satisfaction of the non-breaching party, the non- breaching party may terminate this Agreement immediately in writing. Any termination hereunder shall not relieve the parties of any payment or other obligations or causes of actions incurred or arising hereunder prior to the date of termination. 10. Confidential Information. The term "Confidential Information"shall mean all written information clearly marked "CONFIDENTIAL"or oral information identified as confidential at time of disclosure and re-disclosed in writing within ten (10) days of such oral disclosure, marked "CONFIDENTIAL" and delivered to Consultant that relates to the Services hereunder including any technical, financial or business information relating in any way to Client's business or that of its affiliated or subsidiary companies, which Consultant otherwise obtains during the performance of the Services. Consultant agrees that such Confidential Information (i) shall not at any time be used for any purpose other than the performance of the Services, and(ii)shall, for a period of two(2)years following termination of this Agreement, be held in strictest confidence.Consultant agrees to take all necessary precautions to limit disclosure of such information to those on a need to know basis in connection with performance of the Services, and all such persons, including its employees, to whom the Confidential Information is disclosed will be informed of the confidentiality obligations imposed by this Agreement. Consultant shall be responsible for breaches of its confidentiality obligations by any person to whom it discloses such information. 11.Assignment. Neither party may assign,transfer or delegate any of the rights or obligations hereunder without the prior written consent of the other party which shall not be unreasonably withheld.This Agreement shall be binding upon and shall inure to the benefit of each of the parties and their permitted sucressom and assigns. 12. Entire Agreement. This Agreement (including all attachments hereto) supersedes all prior written representations, understanding or agreements relating to this engagement. No modification or amendment to this Agreement shall be valid or binding unless in writing and signed by an authorized representative of each party. 13. Dispute Resolution. Each party agrees to negotiate in good faith to resolve any dispute between the parties with respect to this Agreement prior to pursuing any legal remedies that may be available to it. If a dispute arises between Client and Consultant regarding the application or interpretation of any provisions of this Agreement, the aggrieved party shall promptly notify the other party in writing of the dispute within ten(10)days after such dispute arises. If the parties shall have failed to resolve the dispute within ten (10)days after delivery of such notice, each party shall nominate a senior officer of its organization to meet at any mutually agreed upon location, to resolve the dispute. Should the parties be unable to resolve the dispute to their mutual satisfaction within ten (10)days after such nomination, or any other mutually agreeable time period,the parties agree to consider, in its sole discretion, resolution of the dispute through alternative dispute resolution ("ADR") devices, including mediation. Each party shall be responsible for its own expenses and an equal share of any ADR expenses incurred to resolve the dispute. If the parties are still unable to resolve their differences after good faith consideration of a resolution through ADR, each party shall have the right to pursue all other legal or equitable remedies. The existence of any dispute or controversy under this Agreement or the pendency of the dispute settlement or resolution procedures set forth herein shall not in and of themselves relieve or excuse a party from its ongoing duties and obligations under this Agreement. 14. Data and Information. Client shall cooperate with Consultant in the performance of the Services, including without limitation, providing Consultant with timely access of data, information and personnel of Client. Client shall provide access to The Facilities as necessary to perform The Services. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Consultant for the purposes of the performance by Consultant for its services hereunder. 15. Miscellaneous. (a)This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to the application of principles of conflicts of laws. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York situated within the City of New York as the exclusive forums for any legal proceeding arising out of or relating to this Agreement. (b)If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction,for any reason,then,to the full extent permitted by law (i) all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (ii)such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision hereof, and (iii)any court or arbitrator having jurisdiction thereover will have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. (c) No waiver by either party of any default in the performance of this Agreement shall apply to or be deemed a waiver of any prior or subsequent default hereunder. IN WITNESS WHEREOF, each of the parties hereto has executed this instrument, or caused this instrument to be executed as of the date written below. Client: / L Consultant: �� 2 SOCIC'1�� Bri hPower I By: p By; Name: S .c f /4; \�s�e. { Name,James Hannah Date: Date: / Z RESOLUTION 2012-427 °°`* ADOPTED DOC ID: 7867 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-427 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON MAY 11, 2012: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute a Consulting Services Agreement between the Town of Southold and Bright Power. Inc., in connection with the installation of a Solar Photovoltaic (PV) System at the Town's Landfill and Collection Center, at a cost of$19,000.00 plus approved performance payments, subject to the approval of the Town Attorney. �p�QY1L, Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED (UNANIMOUS] MOVER: Christopher Talbot, Scott Russell SECONDER:Albert Krupski Jr., Councilman AYES: Ruland, Talbot, Doherty, Krupski Jr., Russell ABSENT: Louisa P. Evans CONSULTING SERVICES AGREEMENT This Agreement made and entered into this IL1i) day of May, 2012 between The Town of Southold ("Client") and Bright Power, Inc., a New York corporation, with offices at 11 Hanover Square, 21st Floor, New York, NY 10005 ("Consultant's. WITNESSETH: WHEREAS, Client desires to engage Consultant to provide certain consulting services upon the terms and conditions hereinafter set forth, and Consultant is prepared to perform such services upon such terms and conditions; and WHEREAS, Consultant desires to provide certain consulting services to Client; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, Client and Consultant agree as follows: 1. Scope of Services. Client hereby engages Consultant to perform energy consulting services. Attachments to this Agreement are Task Orders containing specific tasks, definitions, services, terms and payment schedule ("Task Orders') and are considered to be an integral part of the Agreement. 2. Compensation. As compensation for the performance of the Services, Consultant will be paid for the Services in the manner and in the amounts set forth in the Psk Orders. 3. Payment. Consultant will submit SQ invoices for Services performed and expenses incurred as called for in Task Orders together with sufficient supporting data. Payment terms are net thirty (30). Late payments or partial payment balances will be subject to one and one-half percent (1.5%) per month late fee or the maximum rate allowed by law whichever is lower. Consultant may terminate this Agreement or Attachments thereto if Client fails to pay any undisputed amount within thirty(30)days after receipt of invoice. In the event of such termination, Consultant shall have all remedies available to it under law and this Agreement. All federal, state, and/or local sales taxes based upon this Agreement, or upon the provision of the Services, or their use, shall be the responsibility of Client. Client shall pay Consultant for all such taxes as billed by Consultant. 4. Period of Performance. Effective as of the date of this Agreement, Consultant shall commence the furnishing of the Services and diligently and expeditiously perform the Services in accordance with the Task Order(s). 5. Chances. Client shall have the right to make changes in writing in the Services to be performed or their sequence, schedule or duration which changes shall be commercially reasonable. Consultant shall be entitled to an equitable adjustment to the Compensation. All such adjustments to Services and Compensation must be authorized by written Amendment to this Agreement and/or Attachment A and/or the relevant Task Orders) and signed by Client prior to incurring any additional costs in excess of the amounts set forth in the relevant Task Order(s). 6. Independent Contractor. Consultant is an independent contractor in the performance of the Services. Neither Consultant, nor any of its employees, are or shall be deemed to be an agent or employee of Client and Consultant shall remain solely responsible for the performance of the Services. Consultant has sole authority and responsibility to employ, discharge or otherwise control its employees. 7. Performance Standards. Consultant shall perform the Services in compliance with all applicable laws, codes and regulations and exercise the degree of skill and care in accordance with generally accepted professional and industry standards of professional firms performing similar services and in compliance with any other standards expressly set forth in any Task Order as to the services described in such Task Order. Consultant further warrants that the Services will be performed by qualified personnel. Except to the extent of any warranty or warranties expressly set forth in a task order, consultant disclaims all other warranties, either express or implied, including without limitation, warranties of merchantability and fitness for a particular purpose. S. Limitation of Liability. In no event shall either party, its principals, members or employees be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including without limitation, lost profits and opportunity costs). Consulting Services Agreement—Bright Power, Inc. 1 9. Force Majeure. Neither party shall be liable for any delay or failure in performance if the delay or failure in performance is due to force majeure events. Force majeure events are acts of God, fire, flood, explosion, strikes, sabotage, civil insurrection, acts of terrorism, injunctions, and any other cause beyond the reasonable control of either party. 10. Termination. Unless terminated sooner in accordance with its terms, this Agreement shall terminate on the completion of all Services. Either party may terminate this Agreement without cause upon thirty(30)days'prior written notice. If Client terminates this Agreement without cause, Client shall pay Consultant for all Services performed and costs and/or expenses incurred by Consultant in connection with the Services. In the event either party breaches a material term or condition of this Agreement, the non-breaching party shall give written notice of such breach to the breaching parry. Upon receipt of such written notice, the breaching party shall immediately cease any activities on behalf of the non-breaching parry. If the party in breach has not cured the breach within ten(10)days of the notice to the reasonable satisfaction of the non-breaching parry, the non- breaching party may terminate this Agreement immediately in writing. Any termination hereunder shall not relieve the parties of any payment or other obligations or causes of actions incurred or arising hereunder prior to the date of termination. 11. Confidential Information. The term "Confidential Information" shall mean all written information clearly marked "CONFIDENTIAL" or oral information identified as confidential at time of disclosure and re-disclosed in writing within ten (10) days of such oral disclosure, marked "CONFIDENTIAL" and delivered to Consultant that relates to the Services hereunder including any technical, financial or business information relating in any way to Client's business or that of its affiliated or subsidiary companies,which Consultant otherwise obtains during the performance of the Services. Consultant agrees that such Confidential Information (i)shall not at any time be used for any purpose other than the performance of the Services, and (ii) shall, for a period of two (2) years following termination of this Agreement, be held in strictest confidence. Consultant agrees to take all necessary precautions to limit disclosure of such information to those on a need to know basis in connection with performance of the Services, and all such persons, including its employees, to whom the Confidential Information is disclosed will be informed of the confidentiality obligations imposed by this Agreement. Consultant shall be responsible for breaches of its confidentiality obligations by any person to whom it discloses such information. 12. Assignment. Neither parry may assign, transfer or delegate any of the rights or obligations hereunder without the prior written consent of the other party which shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of each of the parties and their permitted successors and assigns. 13. Notices. Notices shall be effective hereunder only if in writing addressed to Steve Chironis or Sean Singh for Client and to Andrew McNamara or James Hannah for Consultant. Notices shall be deemed delivered to the party if (1) delivered personally to the party, or(2) directed to the telecopy number of the party, or(3) sent by first class or overnight mail (postage prepaid)to the above address(or such other address as provided by notice from the party). 14. Entire Agreement. This Agreement (including all attachments hereto) supersedes all prior written representations, understanding or agreements relating to this engagement. No modification or amendment to this Agreement shall be valid or binding unless in writing and signed by an authorized representative of each parry. 15. Dispute Resolution. Each party agrees to negotiate in good faith to resolve any dispute between the parties with respect to this Agreement prior to pursuing any legal remedies that may be available to it. If a dispute arises between Client and Consultant regarding the application or interpretation of any provisions of this Agreement, the aggrieved party shall promptly notify the other party in writing of the dispute within ten (10) days after such dispute arises. If the parties shall have failed to resolve the dispute within ten (10) days after delivery of such notice, each party shall nominate a senior officer of its organization to meet at any mutually agreed upon location, to resolve the dispute. Should the parties be unable to resolve the dispute to their mutual satisfaction within ten (10) days after such nomination, or any other mutually agreeable time period, the parties agree to consider, in its sole discretion, resolution of the dispute through alternative dispute resolution ("ADR") devices, including mediation. Each party shall be responsible for its own expenses and an equal share of any ADR expenses incurred to resolve the dispute. If the parties are still unable to resolve their differences after good faith consideration of a resolution through ADR, each party shall have the right to pursue all other legal or equitable remedies. The existence of any dispute or controversy under this Agreement or the pendency of the dispute settlement or resolution procedures set forth herein shall not in and of themselves relieve or excuse a party from its ongoing duties and obligations under this Agreement. 16. Data and Information. client shall cooperate with Consultant in the performance of the Services, including without limitation, providing Consultant with timely access of data, information and personnel of Client. Client shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to Consultant for the purposes of the performance by Consultant for its services hereunder. Consulting Services Agreement—Bright Power, Inc. 2 17. Miscellaneous. (a) This Agreement shall be construed in accordance with the laws of the State of New York without giving effect to the application of principles of conflicts of laws. The parties hereby irrevocably submit to the jurisdiction of the courts of the State of New York situated within the City of New York as the exclusive forums for any legal proceeding arising out of or relating to this Agreement. (b) If any provision of this Agreement is held invalid, illegal or unenforceable in any jurisdiction,for any reason, then,to the full extent permitted by law(i)all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intent of the parties hereto as nearly as may be possible, (ii) such invalidity, illegality or unenforceability will not affect the validity, legality or enforceability of any other provision hereof, and (iii) any court or arbitrator having jurisdiction thereover will have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law. (c) No waiver by either party of any default in the performance of this Agreement shall apply to or be deemed a waiver of any prior or subsequent default hereunder. IN WITNESS WHEREOF, each of the parties hereto has executed this instrument, or caused this instrument to be executed as of the date written below. Client Consultant Town of S thold Bright Power, Inc. B • By: Name: Scott A. Russell, SupervisorName: James Hannah Date: May 11 . 2012 Date: Consulting Services Agreement—Bright Power, Inc. 3 ATTACHMENT A TASK ORDER Pertaining to CONSULTING SERVICES AGREEMENT Between Town of Southold ("Client') and Bright Power,Inc. ("Consultant') Contract Date: May I 1 . 2012 Scope of Services: Consultant shall perform the following services for the following Properties in the Town of Southold as requested by the Client: Town Landfill, located at 6155 Cox Lane, Cutchouge, NY Town Collection Center, located at 6155 Cox Lane Cutchouge, NY Town Community Center,located on Peconic Lane, Southold, NY Feasibility Study Consultant shall conduct a study to assess the feasibility of installing a solar photovoltaic(PV)system at Properties. This study shall include the following components: • Analysis of New York/Suffolk County technical requirements for Solar PV systems • Analysis of environmental constraints, including shading , available area, and topography • Analysis of economic feasibility of installing a solar energy system • One site visit to each site • Confirm approximate sizing of the solar electric system for the site based on location, site characteristics, orientation, and roof or site size and roof inclination, topography • Assessment of available solar PV modules and mounting systems • Estimate installation cost for proposed system and/or expected lease amount • Concepts for mounting/attachment details • Engage with LIPA to determine if interconnection is feasible at site • Work with electrical, environmental, and structural engineers and other professionals retained or employed by Town to assess feasibility of solar deployment at Town facilities - review of load limits,existing conditions,topography,usable area,current maintenance requirements,settlement &cap repair plans(landfill),storm water management,and erosion control together with the relevant Town professional • Recommend best practices to ensure a safe installation that minimizes the impact of the solar installation on Town facilities • Hold preliminary discussions with potential bidders to identify issues and ensure buy-in Review of project ownership models • Review site assessment, closure plan (for landfill), and closure certification approval (for landfill) Deliverable: Feasibility report Bid Specification • Dimensioned visual of solar PV layout and definition of allowable areas for solar installation Development of technical specifications detailing the criteria that PV System as a whole as well as individual components(Modules, Racking, Inverters, Balance of Systems, and Monitoring) - Client may provide their standard standard bid package,if available to which Consultant will attach the technical spedfications and bid requirements • Development of bid criteria and list of information bidders are required to provide • Development of list of at least five qualified bidders for the project Up to three conference calls and one meeting to review bid specification details with Client or prospective bidders • Coordination of pre-bid walkthrough meeting • Creation and management of bid deadlines Consulting Services Agreement—Bright Power, Inc. 4 Deliverables:Technical bid specification and bidders list Bid Review and Contractor Selection • Follow up phone calls with bidders to request additional detail and/or clarify aspects of proposal(s) • Creation of bid matrix for levelized comparison of bidders • Up to one conference calls and one meeting with Client to review bidders • Recommend bidders)to Client • Due diligence review of Town's preferred bidder • Up to two follow up conference calls with chosen bidder to ensure prompt submission of deliverables to LIPA Deliverables: Bid matrix, recommended bidder report Assumptions, Exclusions and Clarifications: (where applicable) • Detailed structural and/or electrical plans will be completed by others(note: we assume that for purposes of bid specification, relevant drawings and surveys already in the Town's possession will be sufficient to orient bidders. Similarly, the winning contractor will be responsible for completing all drawings associated with the PV system design) • FedEx and courier expense to be invoiced monthly, at cost plus 10% administrative fee. • Blueprinting and duplication expenses to be invoiced monthly,at cost plus 10%administrative fee. • The Town of Southold's structural and electrical engineers as well as other relevant professionals will make themselves fully available to support and assist in all work outlined above Payment: Feasibility Phase total contract amount for Landfill and Collection Center: $10,500 Feasibility Phase total contract amount for Landfill, Collection Center and Community Center: $13,000 1. $5,250 due on contract signing ($6,500 if Community Center is included) 2. $5,250 due on delivery of the feasibility report($6,500 if Community Center is included) Bid Specification, Bid Review and Contractor Selection Phase total contract amount for Landfill, Collection Center: $8,500 Bid Specification, Bid Review and Contractor Selection Phase total contract amount for Landfill, Collection Center and Community Center: $11,000 1. $4,250 due upon notice to proceed with bid specification from Client($5,500 if Community Center is included) 2. $3,500 due upon delivery of bid matrix and bidder report($4,500 if Community Center is included) 3. $750 due upon selected bidder's submission to LIPA($1,000 if Community Center is included) Performance Payment 1. Eighteen percent(18%)of the gross first year lease payment for sites accepted by LIPA to be paid upon receipt of first year lease payment by Client from lessee. If Client would like to have the Community Center included in the above scope of work, please place your initials inside the below box. If no initials are placed in this box, then the scope of work outlined in this contract shall only apply to the Landfill and Collection Center. Initials F] Consulting Services Agreement—Bright Power, Inc. 5 Terms This Task Order is valid from the Contract Date through December 31", 2012 (Termination Date"), and maybe extended at any time by mutual agreement, in writing, of both parties. If the Consultant performs less than the specified number of hours of work, the hours remaining at the end of this agreement may be allocated to future work on this project at the discretion of the Client for a period of up to six months after the Termination Date. Client, however, is bound to payment obligations beyond the Termination Date. Client Consultant Townof Sou old Bright Power, Inc. By: By: Name: Scott A. Russell, Supervisor Name: James Hannah Date: May 11, 2012 Date: Consulting Services Agreement—Bright Power, Inc. 6