FIXED PRICE SERVICES AGREEMENT
BETWEEN
EPRIsolutions, Inc.
AND
PowerCo US, Inc.
EPRIsolutions/SA Agreement No. EC-P1204/C3714
Proj. #: 053649
FIXED PRICE SERVICES AGREEMENT
------------------------------
This Services Agreement ("Agreement") is entered into by and between
EPRIsolutions, Inc., a Delaware corporation, with offices at 3412 Hillview
Avenue, P.O. Box 10412, Palo Alto, California 94303 ("EPRIsolutions"), and
PowerCo US, Inc. with its principal offices at 5000 Robert J. Mathews Parkway;
El Dorado Hills, CA 95762 ("CONTRACTOR"). In consideration of the mutual
covenants and agreements hereinafter set forth, the parties agree as follows:
ARTICLE 1 - Provision of Services
- ----------------------------------
1.1 General. EPRIsolutions desires to retain CONTRACTOR as an
independent contractor to perform services for EPRIsolutions, and CONTRACTOR is
willing to perform such services ("Services") on the terms set forth under this
Agreement and as described in the Schedule to Services Agreement which is
incorporated herein by reference (the "Schedule").
1.2 Independent Contractor. Nothing in this Agreement shall in any way
be construed to constitute CONTRACTOR as an agent or employee of EPRIsolutions,
but CONTRACTOR shall perform the Services hereunder as an independent
contractor. Nothing contained herein shall be construed to imply a joint venture
or principal and agent relationship between the parties and neither party shall
have any right, power or authority to create any obligation, express or implied,
on behalf of the other in connection with the performance hereunder. CONTRACTOR
agrees to furnish (or reimburse EPRIsolutions for) all tools and materials
necessary to accomplish this Agreement and shall incur all expenses associated
with performance, except as expressly provided in the Schedule to this
Agreement. Neither CONTRACTOR nor CONTRACTOR's employees or agents, if any
("CONTRACTOR's Employees"), will be eligible for any EPRIsolutions employee
benefits.
ARTICLE 2 - Price and Funds Limitation
- ---------------------------------------
Firm Fixed Price. The total fixed price to EPRIsolutions for the
equipment lease for a term of two years and the Services is set forth in the
Schedule (the "Firm Fixed Price"). EPRIsolutions shall not be obligated to pay
CONTRACTOR any amount greater than the Firm Fixed Price.
ARTICLE 3 - Invoicing and Payments
- -----------------------------------
3.1 Invoicing. Invoices shall be submitted in accordance with the
Milestone Payment Schedule set forth in the Schedule. Invoices shall refer to
the EPRIsolutions Agreement number, EC-P1204/C3714, and shall be submitted by
the CONTRACTOR to the attention of EPRIsolutions, Accounts Payable.
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3.2 Payments. Approved invoices shall be paid in full and payments
shall be directed to the CONTRACTOR's address shown on the invoice.
ARTICLE 4 - Reports
- --------------------
CONTRACTOR shall provide the reports specified in the Schedule and
agrees that it will from time to time (as specified in the Schedule) during the
term of this Agreement or any extension thereof keep EPRIsolutions advised as to
CONTRACTOR's progress in performing the Services hereunder and that CONTRACTOR
will, as requested by EPRIsolutions, prepare written reports with respect
thereto, including but not limited to administrative/financial reports as may be
set forth in the Schedule. It is understood that the time required in the
preparation of such written reports shall be considered time devoted to the
performance of CONTRACTOR's Services.
ARTICLE 5 - CONTRACTOR's Representations and Covenants
- -------------------------------------------------------
5.1 Conflicting Obligations. CONTRACTOR certifies that CONTRACTOR has
no outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude CONTRACTOR from complying
with the provisions hereof, and further certifies that CONTRACTOR will not enter
into any such conflicting agreement during the term of this Agreement.
EPRIsolutions and CONTRACTOR agree that CONTRACTOR and CONTRACTOR's Employees
are free to provide services to others during the term of this Agreement,
provided that neither CONTRACTOR nor CONTRACTOR's Employees during the term of
this Agreement engage in any such services or enter into any agreement
inconsistent with or in conflict with any provision hereof.
5.2 Compliance with Laws. CONTRACTOR agrees to comply with present and
future applicable labor and employment laws, including, but not limited to
health, safety and environmental laws, regulations and orders.
5.3 Report Income. CONTRACTOR shall report as income all compensation
received by CONTRACTOR pursuant to this Agreement and pay all employment and
other applicable taxes thereon in a timely manner.
5.4 Standard of Care. CONTRACTOR and its employees agree to perform
Services with a standard of care, skill and diligence normally provided by a
professional person in the performance of services of the type rendered
hereunder.
5.5 Safety. CONTRACTOR agrees to perform Services in a safe manner and
in compliance with all customary safety practices.
ARTICLE 6 - Intellectual Property Rights
- -----------------------------------------
6.1 Ownership and Lease Possession Rights. CONTRACTOR shall own all
right, title, and interest in and to all tangible and intangible equipment and
information provided to EPRIsolutions by CONTRACTOR. EPRIsolutions shall own all
rights to possession and use of the equipment during the two year lease term and
shall own all right title and interest in and to information and test results
generated by EPRIsolutions and any reports based on their tests of CONTRACTOR'S
supplied Stirling engine equipment. CONTRACTOR shall be provided copies of any
reports resulting from the testing of CONTRACTOR'S supplied Stirling engine
prepared by EPRIsolutions and shall have the right to use and disseminate such
reports in the course and scope of its business.
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6.2 Copyright Notices. EPRIsolutions will apply copyright notices to
all copyrightable reports, indicating EPRIsolutions ownership of the copyrights
in the item.
The year in the notice shall be the first year of publication or, if
unpublished, the year in which the item was completed.
6.3 Notice of Inventions and Discoveries. Whenever any invention or
discovery is made, conceived or first reduced to practice by CONTRACTOR or
CONTRACTOR' Employees or subcontractors (if any) in the performance of this
Agreement, CONTRACTOR shall promptly furnish ERPIsolutionswith complete
information thereon in a format acceptable to EPRIsolutions including, without
limitation, a written description thereof giving the date of invention and names
of the inventors and others involved in its development.
6.4 Agreements with Employees. Except as otherwise authorized in
writing by the parties CONTRACTOR and EPRIsolutions will obtain written
agreements with their Employees as necessary to effectuate the purposes of this
Agreement.
6.5 No Claim. CONTRACTOR agrees that it will not assert or establish or
assist any third party with respect to any claim for Intellectual Property
Rights inconsistent with those granted to EPRIsolutions herein.
6.6 EPRIsolutions' Rights. Except as expressly authorized in writing by
CONTRACTOR, EPRIsolutions shall have no rights to use, sell, distribute,
publish, reproduce, modify, create derivative works of, make, or have made the
Technology.
6.7 Computer Programs. CONTRACTOR agrees that any computer programs and
related software delivered to EPRIsolutions under this Agreement shall be
checked by CONTRACTOR to determine if it is free of viruses that are detectable
using accepted industry practice at the time of delivery to EPRIsolutions. In
addition, any such software delivered to other organizations, including but not
limited to other EPRIsolutions contractors and electric utility companies, shall
also be checked by CONTRACTOR to determine if it is free of such viruses.
CONTRACTOR shall label all software diskettes and other electronic media with
the date and method used to check for virus contamination, and prior to delivery
to EPRIsolutions or other organizations promptly replace any such software found
to contain virus contamination as of that time with the software free of known
viruses.
ARTICLE 7 - Confidentiality
- ----------------------------
7.1 Restrictions on Disclosure and Use. The CONTRACTOR and
EPRIsolutions acknowledge that during the term of this Agreement they will be
exposed to certain information concerning each others business and technology
and related information which is confidential or proprietary to the other and is
not generally known to the public ("Confidential Information"). Without limiting
the foregoing, the Technology shall be deemed to be Confidential Information.
The CONTRACTOR and ERPIsolutions agree that during and after the term of this
Agreement they will not use, disclose or communicate any Confidential
Information of the other to third parties or employees except: (i) those
employee(s) who are required to have access to the Confidential Information in
order to enable the CONTRACTOR or EPRIsolutions to carry out the purposes of any
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Agreement, and who first shall have been informed of the duties and obligations
as stated herein; or (ii) any third party as to which the CONTRACTOR or
EPRIsolutions obtains prior written authorization from the other, and who first
shall have signed a confidentiality agreement containing the same duties and
obligations as stated herein, and (iii) in accordance with the provisions and
for the purposes of this Agreement, and will not disclose any Confidential
Information to any third Party without the prior written consent of the
disclosing party. With the exception of the Technology, if either party
furnishes any of its Confidential Information to the other, the disclosing party
shall clearly mark or otherwise designate it as "Proprietary Information."
7.2 Exceptions. The provisions of this Article 7 shall not apply to
Confidential Information to the extent that such information is:
(a) generally known or otherwise in the public domain prior to
disclosure hereunder, or becomes so known subsequent to such disclosure through
no fault of the non-disclosing party;
(b) received by CONTRACTOR or EPRIsolutions after the Effective
Date of this Agreement without restriction from a third party not under an
obligation to EPRIsolutions or CONTRACTOR not to disclose it and otherwise not
in violation of EPRIsolutions' or CONTRACTOR'S rights; or
(c) furnished to any third party by EPRIsolutions or CONTRACTOR
without a similar restriction on the third party's rights.
7.3 Third Party Information From EPRIsolutions or CONTRACTOR. During
the term of this Agreement, neither ERPIsolutions nor CONTRACTOR will improperly
use or disclose any proprietary information or trade secrets of any former or
current employer or other person or entity with which CONTRACTOR or
EPRIsolutions has an agreement or duty to keep in confidence; and CONTRACTOR
will not bring onto the premises of EPRIsolutions any unpublished document or
proprietary information belonging to such employer, person or entity unless
consented to in writing by such employer, person or entity.
7.4 Court Order. In the event documents related to the Technology or
other documents relating to this Agreement are subpoenaed or otherwise required
to be produced or made available to a third party by order of a court or
governmental administrative agency, the disclosing party shall promptly notify
the other in writing and allow twenty (20) days from receipt by the disclosing
party of such notice, for response by the disclosing party before producing such
documents. Each party will cooperate with the other in obtaining a protective
court order or take such other action as may be appropriate under the
circumstances.
ARTICLE 8 - Indemnification
- -----------------------------
CONTRACTOR will protect, defend, indemnify and hold EPRIsolutions, and
any EPRIsolutions-arranged cofunder(s), harmless from and against any claim,
lawsuit or other proceeding, loss, cost, liability or expense (including court
costs and reasonable fees of attorneys and other professionals) arising out of
or resulting from: (i) any claim that the exercise of the rights granted to
EPRIsolutions herein infringes any proprietary right of any third party, and
(ii) any negligent act or failure to act of CONTRACTOR, its subcontractors,
agents, or employees in connection with or related to the Services or the
performance thereof under this Agreement, except for losses, costs, liabilities
or expenses due to EPRIsolutions', or any EPRIsolutions-arranged cofunder's,
negligence.
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ARTICLE 9 - Insurance
- -----------------------
9.1 Evidence of Coverage Immediately after the effective date of this
agreement and prior to commencing work, CONTRACTOR, and each of its
subcontractors shall furnish to EPRIsolutions certificates of insurance, the
types and amounts of coverage in limits not less than those specified below and
expiration date(s) of each applicable policy. CONTRACTOR shall name
EPRIsolutions as additional insured under each applicable policy and the
certificate shall include a provision requiring CONTRACTOR's insurers or their
agents to give EPRIsolutions thirty (30) days written notice prior to
cancellation, nonrenewal, or material alteration of any policy. CONTRACTOR shall
notify EPRIsolutions immediately of any cancellation or change in coverage in
such policy or policies. The cost of such insurance shall be borne by the
CONTRACTOR.
Certificates of Insurance identifying the Purchase Order shall be sent
to:
EPRIsolutions, Inc.
Attn: Contracts Manager
3412 Hillview Avenue
Palo Alto, CA 94304
9.2 Social Insurance. CONTRACTOR and EPRIsolutions shall obtain and
maintain Workers' Compensation insurance, State Disability insurance, and/or all
other Social Insurance for their respective employees in accordance with the
statutory requirements of the jurisdiction in which the Services will be
performed.
9.3 Liability Insurance. CONTRACTOR shall carry Commercial General
Liability insurance, including Contractual Liability insurance, covering all of
CONTRACTOR's operations under this Agreement, with minimum limits of five
hundred thousand dollars ($500,000) per occurrence, including without
limitation, bodily injury, personal injury, and property damage.
ARTICLE 10 - Term and Termination
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10.1 Term. The term of this Agreement is set forth in the Schedule and
will continue until the expiration date therein or until the date of termination
as provided below.
10.2 Termination. This Agreement may be terminated for any reason by
EPRIsolutions upon thirty (30) days' written notice to CONTRACTOR.
(a) in the event of default due to non-performance or
non-delivery by the CONTRACTOR, CONTRACTOR is obligated to return all milestone
payments or advance funds made to CONTRACTOR by EPRIsolutions.
10.3 Survival. Upon such termination all rights and duties of the
parties toward each other shall cease except:
(a) that EPRIsolutions shall be obliged to pay, within thirty
(30) days of the effective date of termination, all amounts owing to CONTRACTOR
for earned but unpaid Services and related expenses (if any) in accordance with
the provisions hereof; and
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(b) the provisions of Article 2 (Price and Funds Limitation),
Article 3 (Invoicing and Payments), Article 5 (CONTRACTOR's Representations and
Covenants), Article 6 (Intellectual Property Rights), Article 7
(Confidentiality), Article 8 (Indemnification) Article 9 (Insurance), Article 12
(Dispute Resolution), Article 14 (Property) and Article 15 (Miscellaneous) shall
survive termination of this Agreement.
ARTICLE 11 - Notices
- ---------------------
All notices or communications required or permitted under this
Agreement shall be in writing and personally delivered or sent by registered or
certified mail or by telecopy or facsimile transmission to the address of each
party as set forth herein or to such other address as either party may
substitute by written notice to the other.
EPRIsolutions, Inc. PowerCo US, Inc.
Attn: Contracts Manager Attn: Mr. David Moard
3412 Hillview Avenue 5000 Robert J. Mathews Parkway
P. O. Box 10412 El Dorado Hills, CA 95762
Palo Alto, CA 94303 FAX No.: 916-933-8177
FAX No.: 650-855-8588
Article 12 - Dispute Resolution
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If a dispute arises out of or relating to this Agreement, or any breach
thereof, and if such dispute cannot be settled through direct negotiation, the
parties shall submit the dispute to nonbinding mediation with a mediator
mutually agreed upon by the parties. The mediation may be initiated by the
written request of either party to the other party and shall commence within
fifteen (15) days of receipt of such notice, unless otherwise agreed by the
parties. In the event of the failure of any mediation, the dispute shall be
submitted to and settled by arbitration conducted in the County of Santa Clara,
California, in accordance with the rules then in effect of the American
Arbitration Association by one (1) arbitrator appointed in accordance with such
rules. The award rendered by the arbitrators shall be final and binding, and
judgment may be entered upon it in any court having jurisdiction thereof.
Notwithstanding the foregoing, the parties may apply to any court of competent
jurisdiction for a temporary restraining order, preliminary injunction, or other
interim or conservatory relief, as necessary, without breach of this arbitration
agreement and without any abridgment of the powers of the arbitrators. Unless
otherwise directed by CONTRACTOR in writing, EPRIsolutions shall continue to
perform its obligations hereunder during any arbitration or litigation.
ARTICLE 13 - Publicity Releases
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13.1 Prior Approval. CONTRACTOR may not issue any publicity releases
(including news releases and advertising) relating to this Agreement and the
Services performed hereunder (other than a brief announcement upon execution of
this Agreement) without the prior written approval of EPRIsolutions. Such
approval shall not be unreasonably withheld. Any inquiry CONTRACTOR receives
from news media concerning this Agreement will be referred to the EPRIsolutions
Public Information Department for coordination prior to response.
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13.2 Credit to EPRIsolutions. Any technical paper, article,
publication, or announcement of advances generated in connection with Services
performed under this Agreement, during the Period of Performance or thereafter,
shall give credit to EPRIsolutions. Nothing contained in this subarticle shall
be deemed to grant CONTRACTOR any license with respect to the results of the
Services.
ARTICLE 14 - Property
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14.1 Prior Approval. No equipment shall be purchased with EPRIsolutions
funds, nor shall any improvement, modification or construction of real or
personal property be made with EPRIsolutions funds, unless such purchase or
expenditure has been specifically approved in writing by EPRIsolutions.
Authorization for purchase shall not be granted, except in unusual
circumstances, for equipment that can have general application to services other
than the Services hereunder. Any property purchased pursuant to this Article
shall be used only for the performance of the Services.
14.2 Title. Title to all tangible property, which is purchased with
EPRIsolutions funds during the performance of this Agreement, shall vest at the
time of acquisition in EPRIsolutions. CONTRACTOR shall identify, maintain and
dispose of EPRIsolutions property as instructed by EPRIsolutions.
14.3 Identification. CONTRACTOR shall identify each item of property
that has a unit cost of $1,000 or more by a label. A copy of the then current
property list shall be provided to EPRIsolutions' Corporate Audit Manager
annually during the term of this Agreement and upon completion of the Services
or termination of this Agreement.
ARTICLE 15 - Miscellaneous
- ---------------------------
15.1 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without reference to
conflict of law principles.
15.2 Assignment. This Agreement may not be assigned, in whole or in
part, by either party without the prior written consent of the other party.
15.3 Benefit. Subject to Subarticle 15.2 above, this Agreement is
binding upon and shall inure to the benefit of the parties hereto, their
representatives, successors and permitted assigns.
15.4 Waiver. No failure or successive failures on the part of either
party, its successors or assigns, to enforce any covenant or agreement, and no
waiver or successive waivers on its or their part of any condition of this
Agreement shall operate as a discharge of such covenant, agreement, or
condition, or render the same invalid, or impair the right of either party, its
successors and assigns, to enforce the same in the event of any subsequent
breach or breaches by the other party hereto, its successors or assigns.
15.5 Subcontract Flow-Down Requirements. Except as otherwise authorized
in writing by EPRIsolutions, CONTRACTOR will assure that the provisions listed
below are inserted in all subcontracts related to this Agreement so that the
provisions are applicable to the subcontractor and its employees: Article 2
(Price and Funds Limitation), Article 5 (CONTRACTOR's Representations and
Covenants), Article 6 (Intellectual Property Rights), Article 7
(Confidentiality), Article 8 (Indemnification) Article 9 (Insurance), Article 12
(Dispute Resolution), Article 13 (Publicity Releases), Article 14 (Property) and
Article 15 (Miscellaneous).
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15.6 Entire Agreement. This Agreement, including the Schedule and all
other exhibits, attachments or schedules attached hereto, constitutes the entire
Agreement between the parties and supersedes all previous agreements and
understandings relating to the subject matter hereof. This Agreement may not be
altered, amended, or modified except by a written instrument signed by the duly
authorized representatives of both parties.
15.7 Effective Date. This Agreement shall be effective as of the date
of commencement of the term as set forth in the Schedule.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives.
PowerCo US, Inc. EPRIsolutions, Inc.
By: _________________________________ By: _______________________________
Print Name: _________________________ Print Name: Diane M. Babcock
Title: ______________________________ Title: Contracts Manager
Date: ________________________________ Date: ______________________________
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SA-SCHED
Proj. No.: 053649
SCHEDULE TO SERVICES AGREEMENT
between
EPRIsolutions, Inc.
and
PowerCo US, Inc.
(EC-P1204/C3714)
"Assessment of 3 kW Stirling Engine/Generator"
This Schedule to Services Agreement between EPRIsolutions and CONTRACTOR,
hereby incorporates by reference those terms and conditions of the Agreement
between the parties.
1. Scope of Services
1.1 Introduction
------------
PowerCo the marketing and business development arm of Ocean
Power has the North American rights to sell and distribute
Stirling engines for the distributed generation market. Sigma
Elektroteknisk of Norway is a developer of Stirling engines in
Europe and is a subsidiary of Ocean Power. EPRIsolutions and
Ocean Power /PowerCo wish to collaborate on the test and
evaluation of market entry Stirling Engines and pilot the market
introduction of beta systems to North American energy companies.
As part of the first phase of the market entry roll out plan,
EPRIsolutions wishes to conduct a technology assessment, and
baseline testing and validation of a Sigma beta Stirling
engine-generator. Such tests and assessments will provide
information for energy companies considering participation in
the beta program and provide data on the robustness of the
technology; its ability to achieve targeted performance goals,
and operational characteristics.
1.2 Objectives:
----------
The objective of this effort is to test and evaluate Sigma
Stirling Engine via testing of a 3 kW engine generator.
1.3 Scope of Work/Task Description:
------------------------------
A. Task 1: Procure and ship a 3 kW Stirling Engine. In this
task PowerCo will deliver and arrange shipping of a 3 kW
Stirling engine to EPRI's EPRI-Peac facility in Knoxville,
Tn. The specification for the unit and the standard
package is detailed in Attachment A. PowerCo's conditions
for this unit are outlined in Attachment A.
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Task 1 Deliverable: Delivery of a 3 kW Stirling Engine
Generator to EPRI-Peac test facility. Installation and
Operating Manual identifying detailed performance
specifications of the unit including anticipated
efficiency, thermal output and operational envelope.
B. Task 2: Baseline Tests of Residential Fuel Cell Systems.
EPRI-PEAC under contract to EPRIsolutions will conduct
baseline tests based on a test plan to be developed
between the parties.
EPRIsolutions will develop the test plan and review it
with PowerCo prior to start of baseline testing. EPRI-Peac
will conduct baseline testing: including performance
(efficiency), emissions, power quality and interconnection
tests related to IEEE 1547. The length of the test program
shall not exceed 6 months.
Task 2 Deliverable. Test plan . Monthly test report
summaries.
C. Task 3: Reporting
EPRIsolutions shall prepare and deliver a draft final
report at the conclusion of the testing effort. The report
shall include:
1. A description of the Stirling Engine technology
(information to be provided by PowerCo)
2. Status of the technology development effort
3. Description of the 3 kW system test plan, objectives
and test results.
4. Test data and operational results and findings
including:
- electrical and thermal efficiency
- electrical power quality and transient
characteristics
- thermal energy quality
- start-up and shut down characteristics
- assessment of reliability and availability
- Environmental emissions and noise (noise
measurements may be misleading given the engine
container enclosure)
5. Assess design codes and standards for
installation/operation
6. Future R&D needs, issues and gaps prior to commercial
use.
7. Description of the beta unit program, schedule,
pricing (PowerCo)
A draft report shall be delivered to PowerCo for review
and comment prior to release to EPRIsolution's members.
2. project management & Key personnel
2.1 David Moard may be reached at 916-933-8100 and is the key person
for performance of the Services under this Agreement.
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2.2 The designated EPRIsolutions Project Manager for this Agreement
is David Thimsen, who may be reached at 650-855-651-592-6799.
3. Term
The period of performance ("Term") of this Agreement shall be from
November 1, 2001 through December 31, 2002, unless terminated earlier
under the provisions of Article 10 of the Agreement.
4. FIRM FIXED PRICE
4.1 The total Firm Fixed Price is $79,000 for the lease of
equipment, services and shipping costs.
4.2 Milestone Payment Schedule: Invoices shall be approved for
payment after completion and acceptance of the Milestone(s)
below.
Milestone Date Amount
--------- ---- ------
Start of Project November 1, 2001 $35,550
Delivery of Stirling Generator set June 1, 2002 $35,550
Six (6) months after delivery of Stirling Generator set December 1, 2002 $7,900
4.3 All invoices shall make reference to this Agreement number No.
EC-P1204/C3714 and shall be mailed to EPRIsolutions at the
following address:
EPRIsolutions, Inc.
Attn: Accounts Payable
3412 Hillview Avenue
P.O. Box 10412
Palo Alto, CA 94303
5. Technical/Administrative Reports
5.1 The CONTRACTOR shall submit to the EPRIsolutions Project Manager
on a monthly basis technical progress reports with respect to
the Services in the format set forth in Attachment B to this
Agreement.
5.2 EPRIsolutions interim and final reports prepared by the
CONTRACTOR under this Agreement shall be submitted to
EPRIsolutions in the form of electronic computer media such as
floppy disk in accordance with the EPRIsolutions required format
at the time of the report preparation. Current format available
at website www.epri.com or telephone 800-492-4882. The
electronic files shall be virus checked and accompanied by a
hard copy printout that will be used by EPRIsolutions for
verification purposes only. Failure to comply with report
preparation requirements shall be corrected by CONTRACTOR at its
sole expense.
5.3 Unless an exception is granted in writing by EPRIsolutions,
CONTRACTOR shall use both units of modernized metric system (SI)
and "English" or typical trade measurement equivalents in all
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reports and technical papers. The more commonly used unit will
be shown first, followed by the less common unit in parentheses.
However, express authority is provided for use of the following
standard units of measurement without a metric equivalent:
Btu
Barrel (of oil or oil substitute)
Ton (short) of coal or coal equivalent
Standard Cubic Foot (gas) (60(degree)F at 1 atmosphere)
6. FINAL RELEASE
6.1 Upon completion of the Services, and EPRIsolutions' receipt of
all deliverables in compliance with this Agreement, or upon any
earlier termination hereof, Contractor will provide to
EPRIsolutions a mutually acceptable release of EPRIsolutions
from all contract claims and obligations hereunder.
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Attachment A
PowerCo Stirling Engine Procurement Scope
-----------------------------------------
1. PowerCo will provide a complete and functional 3 kW generator.
2. PowerCo will ship the unit to EPRI-Peac test facility in Knoxville, Tn.
Stirling Engine Generator Specification package requirements:
------------------------------------------------------------
A. Complete SI-76 Stirling PCP with burner and engine
control
B. Complete container with separate control room and
personnel access door. Container is an ISO shipping
container (10' x 8'6" x 8' L x H x W) with estimate
weight of 4500 lbs.
C. 110V basic installation (lighting)
D. Cooling system with necessary pumps and cooler
E. Computer control system for operation and data logging
H. Natural gas system with piping and valves
I. Safety system, pressure release and fire alarm
J. Installation, and Operating Manuel.
3. Title of the unit will remain with PowerCo.
4. PowerCo will provide all maintenance and service requirements during
the 6-month lease period.
5. Operating limits and specifications shall be provided and reviewed with
the EPRI-Peac test engineer.
6. PowerCo shall provide support as needed for installation, start-up, and
normal operation.
Additional Terms of Agreement
1. EPRIsolutions is responsible for installation per PowerCo
requirements.
2. EPRIsolutions shall make test data and information available
to PowerCo via informal monthly reports and provide a final
report.
3. EPRIsolutions will be responsible for the cost of any repair
of equipment as a result of miss-use outside the normal
operating range. PowerCo. will review with EPRI-PEAC test
engineer the normal operating limits for the system.
4. EPRIsolutions will receive an option in the form of Powerco
U.S., Inc. stock warrants for a value equal to the equipment
lease $75,000.00, exercisable after return of the equipment
to CONTRACTOR and any time after conclusion of the program at
the market value at the time of exercise.
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