SPWRAP Agreement For Professional Services 1-21-2010

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work to be performed may be by telephone, email or other suitable communication. 3. Compensation. For Technical Services, LOWER will be compensated on the basis of the time its staff or subcontractors spend providing the services described in the Scope of Work. LOWER's time will be charged at the hourly rates set forth on Exhibit B. The hourly rates may be revised by mutual agreement of the Parties on an annual basis. Expenses incurred as part of Technical Services by LOWER pursuant to the Scope of Work and direction from SPWRAP will be reimbursed at LOWER's actual cost. For Administrative Services, LOWER will be compensated for calendar year 2010 at an annual sum of $12,000 to be paid by SPWRAP to LOWER at $1,000 per month by the fifth day of each month beginning January 5, 2010. The annual payment amount will be reviewed each year by both parties prior to September V Annual adjustments may be made upon the mutual consent of both parties. 4. Limit on Spending Authority for Technical Services. After discussion with and approval by the Technical Contact, LOWER is authorized to purchase parts, supplies and materials, rent equipment, and/or engage subcontractors, as necessary for operations and maintenance of facilities for which it has responsibility pursuant to this Agreement. LOWER and the Technical Contact shall advise SPWRAP of significant maintenance items unbudgeted by SPWRAP sufficiently in advance of costs being incurred that the proposed expenses can be authorized by the SPWRAP Board of Directors. 5. Billing and Payment for Technical Services. On a monthly or less frequent basis, LOWER will submit an invoice to SPWRAP's Technical Contact for services provided since the previous invoice. Such invoices will summarize, on a monthly basis, for each person billing time to SPWRAP, the amount of time spent and the tasks performed. In order to do monthly summaries, LOWER internally will keep a daily log of hours worked for Technical Services reviewable by SPWRAP if desired. LOWER's invoices shall contain separate invoices from subcontractors where Contact Persons have agreed that SPWRAP shall pay such subcontractors directly. SPWRAP shall pay LOWER and /or its subcontractors the invoiced amounts by the end of the month at the latest in which the invoice is received by SPWRAP. LOWER may submit invoices to SPWRAP from approved subcontractors more frequently than monthly to ensure timely payments to subcontractors and SPWRAP will pay such invoices as soon as practical, but not more than 20 days after receipt. Due to the prior approval for Technical Services noted in paragraph 4, disputes should not occur but LOWER and SPWRAP Contact Persons will try to resolve any disputes between LOWER, SPWRAP and a subcontractor before bringing them to the SPWRAP and LOWER Boards of Directors for resolution. If such resolution cannot be made between LOWER, SPWRAP and the subcontractor for pre - approved work performed, resolution 2 Prof Svc Agr SPWRAP -LOWER — 1 -19 -10