EXHIBIT 10.1
6-30-04 PIER boilerplate
STANDARD AGREEMENT
STD. 213 (NEW 06/03)
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AGREEMENT NUMBER
500-04-009
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REGISTRATION NUMBER
3360020563998
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1. This Agreement is entered into between the State Agency and the Contractor named below
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STATE AGENCY'S NAME
State Energy Resources Conservation and Development Commission (Commission)
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CONTRACTOR'S NAME
Beacon Power Corporation dba Beacon Matrix Services
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2. The term of this
Agreement is: January 12, 2005 to May 31, 2007
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3. The maximum amount
of this Agreement is: $ 1,232,854.00
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4. The parties agree to comply with the terms and conditions of the
following Exhibits which are by this reference made a part of the
Agreement:
Exhibit A - Scope of Work 17 Pages
Exhibit A - Attachments 11 Pages
Exhibit B - Budget Detail and Payment Provisions 6 Pages
Exhibit B - Attachments 6 Pages
Exhibit C* - General Terms and Conditions GTC 304 3/04
Check mark one item below as Exhibit D:
Exhibit D - Special Terms and Conditions (Attached hereto as part of this Agreement) 16 Pages
Exhibit D - *Special Terms and Conditions
Exhibit E - Additional Provisions 3 Pages
Exhibit E - Attachment 5
Exhibit F - Contacts 2 Page
Exhibit G - Definitions 3 Pages
Exhibit H - Subcontract Flow-Down Provisions 9 Pages
Items shown with an Asterisk (*), are hereby incorporated by reference and
made part of this agreement as if attached hereto. These documents can be
viewed at www.ols.dgs.ca.gov/Standard+Language.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
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CONTRACTOR California Department of
General Services Use Only
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APPROVED: JANUARY 31, 2005
DEPT OF GENERAL SERVICES
CONTRACTOR'S NAME (If other than an individual, state whether a corporation,
partnership, etc.)
Exempt per:
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Beacon Power Corporation dba Beacon Matrix Services
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BY (Authorized Signature) DATE SIGNED (Do not type)
- /s/ James M. Spiezio 1/20/05
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PRINTED NAME AND TITLE OF PERSON SIGNING
James M. Spiezio, CFO and Treasurer
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ADDRESS
234 Ballardvale Street, Wilmington, MA 01887
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STATE OF CALIFORNIA
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AGENCY NAME
State Energy Resources Conservation and Development Commission (Commission)
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BY (Authorized Signature) DATE SIGNED (Do not type)
- /s/ Cheryl Raedel 1/21/05
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PRINTED NAME AND TITLE OF PERSON SIGNING
Cheryl Raedel, Contracts Office Manager
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ADDRESS
1516 Ninth Street, Sacramento, CA 95814
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EXHIBIT A
SCOPE OF WORK
PURPOSE
The purpose of this Agreement is to fund research, development and demonstration
projects under the Energy Commission Public Interest Energy Research (PIER)
Program. The Agreement will develop flywheel and control system specifications
based on the testing of a distributed utility integration test (DUIT) facility
located in San Ramon, California.
GLOSSARY
Specific terms and acronyms used throughout this work statement are defined as
follows:
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Acronym Definition
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AGC Automatic Generator Signal
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CAISO California Independent System Operator
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CPR Critical Project Review
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CT Current Transformer
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DAS Data Acquisition System
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DOE U. S. Department of Energy
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DUA Distributed Utility Associates
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DUIT Distributed Utility Integration Test Facility
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FESS Flywheel Energy Storage System
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INGRESS Integrated Grid Responsive Energy Storage System
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ISO Independent System Operator
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kW kiloWatt - one thousand Watts of power
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MOU Memorandum of Understanding
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MW megaWatt - one million Watts of power
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PAC Project Advisory Committee
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PG&E Pacific Gas & Electric
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PT Potential Transformer
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RFP Request for Proposal
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RIG Remote Intelligence Gateway
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UCC.1 Uniform Commercial Code (Financing Statement)
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TECHNICAL TASK LIST
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Task # CPR Task Name
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1.0 N/A Administration
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2.0 Set-up Procurement Arrangements and Compile System Information
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3.0 X INGRESS Design
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4.0 INGRESS Controller Design
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5.0 Procure INGRESS System components
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6.0 X Assemble Flywheel Equipment and Fabricate Transportable Enclosure
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7.0 Ship and Install at DUIT
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8.0 INGRESS DAS Design and Integration
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9.0 Test Planning and Training
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10.0 X Development Test Execution
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11.0 Commissioning of INGRESS System at DUIT
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12.0 DAS and Benefits Data Reporting Requirements
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13.0 N/A Technology Transfer Activities
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14.0 N/A Production Readiness Plan
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KEY NAME LIST
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Task # Key Personnel Key Subcontractor(s) Key Partner(s)
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1.0 Matt Lazarewicz (Contractor)
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2.0
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3.0
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4.0 Matt Lazarewicz (Contractor)
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5.0
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6.0 Bob Downing (Contractor)
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7.0
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8.0
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9.0
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10.0 CA ISO
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11.0 CA ISO
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12.0 CA ISO
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13.0 Matt Lazarewicz (Contractor) CA ISO
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14.0 Matt Lazarewicz (Contractor)
Bob Downing (Contractor)
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Problem Statement
In order to maintain a constant frequency alternating current, the California
electric grid must constantly balance the supply of power generated with the
varying demand (load). This balance is maintained today by frequent, small
adjustments in the output of some of the generators operating on the grid. Not
all generators can be successfully operated with constantly varying output, but
those that do suffer with higher operating costs due to increased fuel
consumption and maintenance.
Frequency regulation has traditionally been a function required of integrated
utilities, but with the deregulation, it has also become a separately identified
service with its own established market prices. Frequency regulation is one of
several ancillary services that are a byproduct market available to generators.
Using Flywheel Energy Storage System (FESS) technology, frequency regulation can
be addressed for the first time as a primary application - and with higher
performance and lower operating costs.
There is now a clearly established link between the increased utilization of
renewable wind generation and a need for incremental frequency regulation. As
more and more renewable wind power is brought on line to meet state and federal
mandates, there will be an even larger increase in demand for regulation. With
the exception of hydropower, the FESS is the only means of providing regulation
without emissions.
The frequency regulation application provides a perfect match between the
attributes of the FESS and the cyclic characteristic required. Flywheels
actually store excess energy when generated power exceeds load and deliver it
when load increases. Unlike generation based frequency regulation, energy is
recycled; no fuel is consumed, and no emissions are generated. The emission free
nature of the FESS will allow for a greatly simplified and accelerated process
for siting and permitting the equipment compared to conventional generators.
The main barrier to acceptance in the market is that of introducing new
technology such as FESS to a conservative industry, which understandably places
high value on proven, long lasting and reliable equipment. The cost benefits
also have to be clear and this is not an easy task when they can be network
specific and range over a number of inter-related operational and capital cost
items. Demonstration is the key to acceptance. This project will take technical
demonstration significantly forward by use of standardized, factory-fitted
flywheel energy storage units and applying them to specific regulation
requirements in California. It will also move the analysis of costs and benefits
to a new level, with the results being audited by outside test operators,
utilities, and ISO's, with different perspectives.
Relationship to PIER Goals
This project meets the PIER goal of Improving the Reliability, Quality, and
Sufficiency of California's Electricity by demonstrating an alternative method
of regulating frequency compared to the existing practice of cycling generators.
This method will be more reliable, faster responding and have a lower operating
cost. It will also meet a second PIER goal of connecting to near-term market
applications by proving the cost-benefits in an existing network with the
involvement of key partners in the supply of electricity and ancillary services.
Goals of the Agreement
The goal of this project is to provide an Integrated Grid Response Energy
Storage System (INGRESS) to be installed and tested at the DUIT site in San
Ramon, CA. INGRESS includes seven (7) conventional flywheel systems installed in
a transportable enclosure integrated with a power electronics system and other
necessary ancillary equipment required for the FESS to operate as a single piece
of storage equipment. The DUIT demonstration will provide actual field test data
on a scaled down version of a fully operational INGRESS thereby allowing the
Energy Commission and CAISO others to assess operational and economic
performance potential of the technology and application. Additionally, this test
data will allow other similar electrical grid management agencies throughout the
nation to assess the value of this technology on their utility electric grid
systems. Flywheel and control system specifications will be developed based on
analysis and testing to accelerate the implementation and commercialization of
using FESS technology for utility grid frequency regulation.
Objectives of the Agreement
The objectives of this project are to:
o Demonstrate frequency regulation on a scaled down version as INGRESS by
following and responding to existing regulation signals used by CAISO.
o Provide demonstration of the ability of INGRESS to follow regulation
signals that change five to ten times faster than current signals.
o Provide evidence of equipment reliability and low maintenance costs.
o Provide a baseline for estimating the economic value of wider system
deployment of FESS technology for utility grid frequency regulation.
o Evaluate other benefits including voltage regulation and reactive power
output of INGRESS.
o Establish market potential, and effort required to commercialize of
FESS technology for utility grid frequency regulation.
TASK 1.0 ADMINISTRATION
MEETINGS
Task 1.1 Attend Kick-off Meeting
The goal of this task is to establish the lines of communication and procedures
for implementing this Agreement.
The Contractor shall:
o Attend a "kick-off" meeting with the Commission Contract Manager, the
Contracts Officer, and a representative of the Accounting Office. The
Contractor shall bring their Project Manager, Contracts Officer, Accounting
Officer, and others designated by the Commission Contract Manager to this
meeting. The administrative and technical aspects of this Agreement will be
discussed at the meeting. Prior to the kick-off meeting, the Commission
Contract Manager will provide an agenda to all potential meeting
participants.
The administrative portion of the meeting shall include, but not be limited
to, the following:
o Terms and conditions of the Agreement
o CPRs (Task 1.2)
o Match fund documentation (Task 1.7)
o Permit documentation (Task 1.8)
The technical portion of the meeting shall include, but not be limited to,
the following:
o The Commission Contract Manager's expectations for accomplishing tasks
described in the Scope of Work;
o An updated Schedule of Deliverables
o An updated Gantt Chart
o Progress Reports (Task 1.4)
o Technical Deliverables (Task 1.5)
o Final Report (Task 1.6)
The Commission Contract Manager shall designate the date and location of this
meeting.
Contractor Deliverables:
o An Updated Schedule of Deliverables
o An Updated Gantt Chart
o An Updated List of Match Funds
o An Updated List of Permits
Commission Contract Manager Deliverables:
o Final Report Instructions
Task 1.2 CPR Meetings
The goal of this task is to determine if the project should continue to receive
Commission funding to complete this Agreement and if it should, are there any
modifications that need to be made to the tasks, deliverables, schedule or
budget.
CPRs provide the opportunity for frank discussions between the Commission and
the Contractor. CPRs generally take place at key, predetermined points in the
Agreement, as determined by the Commission Contract Manager and as shown in the
Technical Task List above and in the Schedule of Deliverables. However, the
Commission Contract Manager may schedule additional CPRs as necessary, and any
additional costs will be borne by the Contractor.
Participants include the Commission Contract Manager and the Contractor, and may
include the Commission Contracts Officer, the PIER Program Team Lead, other
Commission staff and Management as well as other individuals selected by the
Commission Contract Manager to provide support to the Commission.
The Commission Contract Manager shall:
o Determine the location, date and time of each CPR meeting with the
Contractor. These meetings generally take place at the Commission, but they
may take place at another location.
o Send the Contractor the agenda and a list of expected participants in
advance of each CPR. If applicable, the agenda shall include a discussion
on both match funding and permits.
o Conduct and make a record of each CPR meeting. One of the outcomes of this
meeting will be a schedule for providing the written determination
described below.
o Determine whether to continue the project, and if continuing, whether or
not to modify the tasks, schedule, deliverables and budget for the
remainder of the Agreement, including not proceeding with one or more
tasks. If the Commission Contract Manager concludes that satisfactory
progress is not being made, this conclusion will be referred to the
Commission's Research, Development and Demonstration Policy Committee for
its concurrence.
o Provide the Contractor with a written determination in accordance with the
schedule. The written response may include a requirement for the Contractor
to revise one or more deliverable(s) that were included in the CPR.
The Contractor shall:
o Prepare a CPR Report for each CPR that discusses the progress of the
Agreement toward achieving its goals and objectives. This report shall
include recommendations and conclusions regarding continued work of the
projects. This report shall be submitted along with any other deliverables
identified in this Scope of Work. Submit these documents to the Commission
Contract Manager and any other designated reviewers at least 15 working
days in advance of each CPR meeting.
o Present the required information at each CPR meeting and participate in a
discussion about the Agreement.
Contractor Deliverables:
o CPR Report(s)
o CPR deliverables identified in the Scope of Work
Commission Contract Manager Deliverables:
o Agenda and a List of Expected Participants
o Schedule for Written Determination
o Written Determination
Task 1.3 Final Meeting
The goal of this task is to closeout this Agreement.
The Contractor shall:
o Meet with the Commission to present the findings, conclusions, and
recommendations. The final meeting must be completed during the closeout of
this Agreement.
This meeting will be attended by, at a minimum, the Contractor, the
Commission Contracts Officer, and the Commission Contract Manager. The
technical and administrative aspects of Agreement closeout will be
discussed at the meeting, which may be two separate meetings at the
discretion of the Commission Contract Manager.
The technical portion of the meeting shall present findings, conclusions,
and recommended next steps (if any) for the Agreement. The Commission
Contract Manager will determine the appropriate meeting participants.
The administrative portion of the meeting shall be a discussion with the
Commission Contract Manager and the Contracts Officer about the following
Agreement closeout items:
o What to do with any state-owned equipment (Options)
o Need to file UCC.1 form re: Commission's interest in patented
technology
o Commission's request for specific "generated" data (not already
provided in Agreement deliverables)
o Need to document Contractor's disclosure of "subject inventions"
developed under the Agreement
o "Surviving" Agreement provisions, such as repayment provisions and
confidential deliverables o Final invoicing and release of retention
o Prepare a schedule for completing the closeout activities for this Agreement.
Deliverables:
o Written documentation of meeting agreements and all pertinent
information
o Schedule for completing closeout activities
REPORTING
Task 1.4 Monthly Progress Reports
The goal of this task is to verify periodically that satisfactory and continued
progress is made towards achieving the research objectives of this Agreement.
The Contractor shall:
o Prepare progress reports which summarize all Agreement activities conducted
by the Contractor for the reporting period, including an assessment of the
ability to complete the Agreement within the current budget and any
anticipated cost overruns. Each progress report is due to the Commission
Contract Manager within 5 working days after the end of the reporting
period. Attachment A-2, Progress Report Format, provides the recommended
specifications.
Deliverables:
o Monthly Progress Reports
Task 1.5 Test Plans, Technical Reports and Interim Deliverables
The goal of this task is to set forth the general requirements for submitting
test plans, technical reports and other interim deliverables, unless described
differently in the Technical Tasks.
The Contractor shall:
o Submit a draft of each deliverable listed in the Technical Tasks to the
Commission Contract Manager for review and comment in accordance with the
approved Schedule of Deliverables. The Commission Contract Manager will
provide written comments back to the Contractor on the draft deliverable
within 5 working days of receipt. Once agreement has been reached on the
draft, the Contractor shall submit the final deliverable to the Commission
Contract Manager. The Commission Contract Manager shall provide written
approval of the final deliverable within 2 working days of receipt. Key
elements from this deliverable shall be included in the Final Report for
this project.
Task 1.6 Final Report
The goal of this task is to prepare a comprehensive written Final Report that
describes the original purpose, approach, results and conclusions of the work
done under this Agreement. The Commission Contract Manager will review and
approve the Final Report. The Final Report must be completed on or before the
termination date of the Agreement. Attachment A-3, Final Report Contents and
Format, provides the recommended specifications.
The Final Report shall be a public document. If the Contractor has obtained
confidential status from the Commission and will be preparing a confidential
version of the Final Report as well, the Contractor shall perform the following
subtasks for both the public and confidential versions of the Final Report.
Task 1.6.1 Final Report Outline
The Contractor shall:
o Prepare a draft outline of the Final Report.
o Submit the draft outline of Final Report to the Commission Contract Manager
for review and approval. The Commission Contract Manager will provide
written comments back to the Contractor on the draft outline within 5
working days of receipt. Once agreement has been reached on the draft, the
Contractor shall submit the final outline to the Commission Contract
Manager. The Commission Contract Manager shall provide written approval of
the final outline within 2 working days of receipt.
Deliverables:
o Draft Outline of the Final Report
o Final Outline of the Final Report
Task 1.6.2 Final Report
The Contractor shall:
o Prepare the draft Final Report for this Agreement in accordance with the
approved outline.
o Submit the draft Final Report to the Commission Contract Manager for review
and comment. The Commission Contract Manager will provide written comments
within 10 working days of receipt.
Once agreement on the draft Final Report has been reached, the Commission
Contract Manager shall forward the electronic version of this report to the
PIER Technology Transfer Group for final editing. Once final editing is
completed, the Commission Contract Manager shall provide written approval
to the Contractor within 2 working days.
o Submit one bound copy of the Final Report with the final invoice.
Deliverables:
o Draft Final Report
o Final Report
MATCH FUNDS, PERMITS, AND ELECTRONIC FILE FORMAT
Task 1.7 Identify and Obtain Matching Funds
The goal of this task is to ensure that the match funds planned for this
Agreement are obtained for and applied to this Agreement during the term of this
Agreement.
The costs to obtain and document match fund commitments are not reimbursable
through this Agreement. While the PIER budget for this task will be zero
dollars, the Contractor may utilize match funds for this task. Match funds shall
be spent concurrently or in advance of PIER funds during the term of this
Agreement. Match funds must be identified in writing, and the associated
commitments obtained before the Contractor can incur any costs for which the
Contractor will request reimbursement.
The Contractor shall:
o Prepare a letter documenting the match funding committed to this Agreement
and submit it to the Commission Contract Manager at least 2 working days
prior to the kick-off meeting:
1. If no match funds were part of the proposal that led to the
Commission awarding this Agreement and none have been identified
at the time this Agreement starts, then state such in the letter.
2. If match funds were a part of the proposal that led to the
Commission awarding this Agreement, then provide in the letter:
o A list of the match funds that identifies the:
o Amount of each cash match fund, its source, including a
contact name, address and telephone number and the task(s)
to which the match funds will be applied.
o Amount of each in-kind contribution, a description,
documented market or book value, and its source, including
a contact name, address and telephone number and the
task(s) to which the match funds will be applied. If the
in-kind contribution is equipment or other tangible or
real property, the Contractor shall identify its owner and
provide a contact name, address and telephone number, and
the address where the property is located.
o A copy of the letter of commitment from an authorized
representative of each source of cash match funding or in-kind
contributions that these funds or contributions have been
secured.
o Discuss match funds and the implications to the Agreement if they are
significantly reduced or not obtained as committed, at the kick-off
meeting. If applicable, match funds will be included as a line item in the
progress reports and will be a topic at CPR meetings.
o Provide the appropriate information to the Commission Contract Manager if
during the course of the Agreement additional match funds are received.
o Notify the Commission Contract Manager within 5 working days if during the
course of the Agreement existing match funds are reduced. Reduction in
match funds may trigger an additional CPR.
Deliverables:
o A letter regarding Match Funds or stating that no Match Funds are provided
o Letter(s) for New Match Funds
o A copy of each Match Fund commitment letter
o Letter that Match Funds were Reduced (if applicable)
Task 1.8 Identify and Obtain Required Permits and CEQA Review
The goal of this task is to obtain all permits (and cooperate with the lead
agency's CEQA review, if applicable) required for work completed under this
Agreement in advance of the date they are needed to keep the Agreement schedule
on track.
Permit costs and the expenses associated with obtaining permits are not
reimbursable under this Agreement. While the PIER budget for this task will be
zero dollars, the Contractor shall show match funds for this task. Permits must
be identified in writing and obtained before the Contractor can incur any costs
related to the use of the permits for which the Contractor will request
reimbursement.
The Contractor shall:
o Prepare a letter documenting the permits required to conduct this Agreement
and submit it to the Commission Contract Manager at least 2 working days
prior to the kick-off meeting:
1. If there are no permits required at the start of this Agreement, then
state such in the letter.
2. If it is known at the beginning of the Agreement that permits will be
required during the course of the Agreement, provide in the letter:
o A list of the permits that identifies the:
o Type of permit
o Name, address and telephone number of the permitting jurisdictions
or lead Agencies
o Schedule the Contractor will follow in applying for and obtaining
these permits
o The list of permits and the schedule for obtaining them will be discussed
at the kick-off meeting, and a timetable for submitting the updated list,
schedule and the copies of the permits will be developed. The implications
to the Agreement if the permits are not obtained in a timely fashion or are
denied will also be discussed. If applicable, permits will be included as a
line item in the progress reports and will be a topic at CPR meetings.
o If during the course of the Agreement additional permits become necessary,
then provide the appropriate information on each permit and an updated
schedule to the Commission Contract Manager.
o As permits are obtained (including air quality), send a copy of each
approved permit to the Commission Contract Manager.
o Submit copies of any documents prepared pursuant to CEQA to the Commission
Contract Manager.
o If during the course of the Agreement permits are not obtained on time or
are denied, notify the Commission Contract Manager within 5 working days.
Either of these events may trigger an additional CPR.
Deliverables:
o A letter documenting the Permits or stating that no Permits are required
o Updated list of Permits as they change during the Term of the Agreement
o Updated schedule for acquiring Permits as it changes during the Term of the
Agreement
o A copy of each approved Permit (including air quality) and any documents
prepared pursuant to CEQA.
Task 1.9 Electronic File Format
The goal of this task is to unify the formats of electronic data and documents
provided to the Commission as contract deliverables. Another goal is to
establish the computer platforms, operating systems and software that will be
required to review and approve all software deliverables.
The Contractor shall:
o Deliver documents to the Commission Contract Manager in the following
formats:
o Data sets shall be in Microsoft (MS) Access or MS Excel file format.
o PC-based text documents shall be in MS Word file format.
o Documents intended for public distribution shall be in PDF file format,
with the native file format provided as well.
o Project management documents shall be in MS Project file format.
o Request exemptions to the electronic file format in writing at least
90 days before the deliverable is submitted.
Deliverables:
o A letter requesting exemption from the Electronic File Format (if
applicable)
TECHNICAL TASKS
Unless otherwise provided in the individual Task, the Contractor shall prepare
all deliverables in accordance with the requirements in Task 1.5.
As per MOU# 500-03-100 "Cooperation on Electric Energy Storage (EES)
Demonstration Projects in California," the Contractor is to submit an additional
copy of each deliverable to the U.S. Department of Energy contact:
Garth P. Corey
Sandia National Laboratories
Department of Energy
PO Box 5800 MS-0710
Albuquerque, NM 87185-0710
Task 2.0 Set-up Procurement Arrangements and Compile System Information
The goal of this task is to compile the appropriate technical information
necessary to develop and finalize the INGRESS design. Component specifications
will be completed and provided to the appropriate vendors.
The Contractor shall:
o Prepare specifications, purchase orders, or sub contracts for each of the
following:
o Upgraded motor supplier (E&A)
o Power conditioning module supplier (to be determined)
o System controller supplier (Reciprocal Design)
o Container contractor
o Switchgear supplier
o DUIT facility (DUA)
Deliverables:
o Copies of system and component technical specifications
Task 3.0 INGRESS Design
The goal of this task is to produce the complete design package for the INGRESS
system components and system transportable enclosure. System schematics and
layout will be completed including assembly instructions. The INGRESS system
design will be supported with appropriate safety case documentation and
analyses. The design will show all necessary interfaces.
The Contractor shall:
o Develop an INGRESS schematic including component definition.
o Develop assembly procedures for installation in the container.
o Develop enclosure design for installation at the DUIT site in
San Ramon, CA.
o Develop descriptions of system operations and limitations.
o Prepare the draft INGRESS Design Report suitable for installation and
evaluation of INGRESS at the DUIT site. This document shall include,
but not be limited to the following:
o System design drawings for the INGRESS
o Descriptions of system operations and limitations
o Safety considerations and factors
o Other information as appropriate
o Prepare the CPR Report
o Participate in the CPR
o Modify the draft INGRESS Design Report in accordance with the comments
received during the Critical Project Review. Once agreement has been
reached on the draft, the Contractor shall submit the final deliverable
to the Commission Contract Manager. The Commission Contract Manger
shall provide written approval of the final report within 10 working
days of receipt. Key elements of this document shall be included in the
Final Report for this project.
Deliverables:
o Draft INGRESS Design Report.
o CPR Report
o Final INGRESS Design Report.
Task 4.0 INGRESS Controller Design
The goal of this task is to develop a Frequency Regulation Control System
(hereafter referred to as the "INGRESS Controller"). The INGRESS Controller is
composed of two separate controlling modules. The first controller module is
connected to the flywheel system and will manage the power flow within and to
and from the INGRESS as a function of the regulation signal and status of the
energy storage units. Input and outputs to the INGRESS Controller will be
defined along with algorithms and signal interface specifications. The INGRESS
Controller will be connected within the INGRESS.
The second controller is a dispatch and control signal module and will be
developed to interface between the CAISO and the INGRESS Controller. This module
will work through the internet and eliminate the need for expensive RIG signal
conditioning.
The Contractor shall:
o Prepare the draft INGRESS Controller Design Report for a complete
system suitable for installation and evaluation at the DUIT site. This
document shall include, but not be limited to the following:
o Definition of the control logic and hardware specifications for the
INGRESS Controller.
o Factory Acceptance Test procedures for the INGRESS Controller.
o Definition of the control logic and hardware specifications for the
Dispatch and Control Signal Module.
o Factory Acceptance Test procedures for the Dispatch and Control Signal
Module.
o System Schematic including component definition.
o Assembly procedures for installation at the DUIT site.
o Descriptions of system operations and limitations.
o Safety procedures.
Deliverables:
o Draft INGRESS Controller Design Report.
o Final INGRESS Controller Design Report.
Task 5.0 Procure INGRESS System Components
The goal of this task is to ensure that the INGRESS System and ancillary
equipment are procured and shipped to Beacon for assembly into the transportable
container.
The Contractor shall:
o Arrange, coordinate, and manage shipping of FESS components to
Contractor's facility.
o Monitor suppliers and perform component acceptance testing with
specifications in accordance with the INGRESS System Design Report and the
INGRESS Controller Design Report.
Deliverables:
o Copies of shipping documentation
o Acceptance test documentation
Task 6.0 Assemble Flywheel Equipment and Fabricate Transportable Enclosure
The goal of this task is to ensure that the INGRESS is assembled properly and
installed in the transportable enclosure per the assembly procedures and
applicable codes. The System will be checked out at Contractor and then sent to
the DUIT site.
The Contractor shall:
o Document through photography the major components, along with enclosure
fabrication and assembly of the INGRESS and INGRESS Controller.
o Fabricate the enclosure for the INGRESS according to the INGRESS Design
Report enclosure drawings.
o Assemble the flywheel systems in accordance with the INGRESS Design Report
Schematics and assembly procedures.
o Complete checkout and assure all systems are properly connected and
functioning in accordance with the INGRESS Design Report.
o Prepare the CPR Report
o Participate in the CPR
o Modify the appropriate draft INGRESS Design Reports in accordance with the
comments received during the CPR. Once agreement has been reached on the
draft, the Contractor shall submit the final deliverable to the Commission
Contract Manager. The Commission Contract Manger shall provide written
approval of the final report within 10 working days of receipt. Key
elements of this document shall be included in the Final Report for this
project.
Deliverables:
o Photos of all major components and assembly
o Assembly documentation showing compliance with assembly procedures
and codes.
o Completed INGRESS
o Draft INGRESS Design Report
o CPR Report
o Final INGRESS Design Report
Task 7.0 Ship and Install at DUIT
The goal of this task is to ensure that the INGRESS and INGRESS Controller are
shipped from Contractor to the DUIT site in San Ramon, CA.
The Contractor shall:
o Prepare the INGRESS and INGRESS Controller for shipment.
o Arrange, coordinate, and manage shipping of the INGRESS and the INGRESS
Controller from Contractor to the DUIT site.
o Install the INGRESS and INGRESS Controller at the DUIT site.
o Notify the Commission Contract Manager that the INGRESS and INGRESS
Controller has arrived and been installed at the test site.
Deliverables:
o Copies of shipping documentation
o INGRESS installation confirmation letter
Task 8.0 INGRESS DAS Design and Integration
The goal of this task is to design the physical structure of the DAS required
for the INGRESS, and to integrate the INGRESS DAS with the existing DAS at the
DUIT site. This may require the addition of sensing/monitoring devices external
to the INGRESS System (CT's and PT's), identification and installation of
monitoring points within the INGRESS System, and the physical integration of the
measurement points with the existing DUIT DAS system.
The Contractor shall:
o Prepare an INGRESS DAS Design and Integration Plan. This plan shall
include, but not be limited to:
o Identification of monitoring points, both internal and external to
the INGRESS.
o A schematic diagram showing how the INGRESS DAS is integrated into
the existing DAS at the DUIT site
o Develop procedures and criteria for testing the installed DAS system
o Build and test the DAS according to the approved INGRESS DAS Design and
Integration Plan.
o Prepare an INGRESS DAS Design and Integration Report. The report shall
include, but not be limited to, the following:
o Final INGRESS DAS design and schematics
o Test procedures and Criteria
Deliverables:
o Draft INGRESS DAS Design and Integration Plan
o Final INGRESS DAS Design and Integration Plan
o Draft INGRESS DAS Design and Integration Report
o Final INGRESS DAS Design and Integration Report
Task 9.0 Test Planning and Training
The goal of this task is to assure all test requirements, equipment and
procedures are defined prior to initial checkout of the INGRESS. In conjunction
with DUIT site and PG&E test personnel, develop procedures for operation of the
INGRESS to evaluate its operation for a variety of regulation input signals.
The Contractor shall:
o Prepare a draft INGRESS Site Level Performance Testing Plan that includes
but is not limited to:
o Details of the procedures for performing the frequency regulation tests
o Resources required to perform the tests
o Proposed schedule for the tests
o DAS needs.
o Procedures to evaluate secondary benefits such as system reactive
power, and voltage regulation capability.
o Details of the test reports and results format.
Deliverables:
o Draft INGRESS Site Level Performance Testing Plan
o Final INGRESS Site Level Performance Testing Plan
Task 10.0 Development Test Execution
The goal of this task is to operate the INGRESS throughout a variety of
operating conditions and test signals to establish its capabilities to provide
frequency regulation. Mechanical durability testing will be completed to show
operating characteristics and limit checks. Tuning and optimizing of the control
system will be performed. Tests will also be performed to evaluate secondary
benefits including Reactive Power and Voltage Regulation.
The Contractor shall:
o Complete a Development Performance Test in accordance with the INGRESS
Site Level Performance Testing Plan.
o Ensure DUA provides the resources to operate equipment other than the
flywheel system as defined in the INGRESS Site Level Performance
Testing Plan and the appropriate Operation and Maintenance Technical
Manuals.
o Complete a Draft INGRESS Performance Test Report in accordance with the
INGRESS Site Level Performance Testing Plan.
o Prepare the CPR Report
o Participate in the CPR
o Modify the Draft INGRESS Performance Test Report documents in
accordance with the comments received during the CPR. Once agreement
has been reached on the draft, the Contractor shall submit the Final
Dem Smart FESS System Site Level Performance Test Report to the
Commission Contract Manager. The Commission Contract Manger shall
provide written approval of this final report within 10 working days of
receipt. Key elements of this document shall be included in the Final
Report for this project.
Deliverables:
o Draft INGRESS System Site Level Performance Test Report
o CPR Report
o Final INGRESS System Site Level Performance Test Report
Task 11.0 Commissioning of INGRESS System at DUIT
The goal of this task is to ensure that the Demonstration Smart Energy Matrix
FESS System is checked out and operational at the DUIT site for of frequency
regulation on the CAISO system. At this point the system has been operated
through all anticipated conditions, and is ready go on line and provide working
regulation over an extended time.
The Contractor shall:
o Develop INGRESS Commissioning Plan
o Develop INGRESS Operation and Maintenance Plan.
o Work with contractors and DUIT test personnel to assure all systems are
properly assembled and operated in accordance with the INGRESS
Commissioning and Operation and Maintenance Plans.
o Complete test procedures in accordance with the INGRESS Commissioning and
INGRESS Operation and Maintenance Plans.
o Coordinate commissioning with PG&E personnel.
o Assure registration and permits to provide regulation to the CAISO, is in
place.
o Coordinate the AGC signal. Assure requirements are defined and a system is
in place to send signals from CA ISO to the INGRESS.
o Complete official qualification of the INGRESS to follow AGC signal.
o Provide a letter notifying the Commission Contract Manager that the INGRESS
has completed commissioning.
o Prepare an INGRESS Commissioning Report for the in accordance with the
INGRESS Commissioning Plan.
Deliverables:
o Draft INGRESS System Commissioning Plan
o Final INGRESS System Commissioning Plan
o Draft INGRESS System Operation and Maintenance Plan
o Final INGRESS System Operation and Maintenance Plan
o INGRESS Commissioning Report
Task 12.0 DAS and Benefits Data Reporting Requirements
The goal of this task is to obtain performance data from the INGRESS and to
report operational and economic performance of the installation in a format that
can be disseminated to the general public. Operational data will be collected
for a minimum of six months.
The Contractor shall:
o Prepare a DAS Implementation Plan. This plan shall include, but not be
limited to, the following:
o A method for providing secure communications capabilities for remote
access and uploading of daily operational data to a central data
collection site assigned responsibility for Data Management activities
under a separate contract issued by DOE.
o Characteristics of the selected DAS, which must at a minimum record the
following:
o Voltage at input to the INGRESS
o Current at input to the INGRESS
o System duty cycle count
o INGRESS fault contact to indicate Failures/Problems,
o The DAS shall accommodate the secure storage of at least 365 days
of historical data on site, and all data shall be time stamped with
resolution to 1 second.
o Any flowcharts and operating manuals for the DAS.
o Method for obtaining historical utility system performance data.
Utility system performance data prior to the installation of the
demonstration system is required in order to provide credible baseline
data on electrical system performance before and after the installation
of the demonstration system. This data shall include, but not be
limited to, load profiles, peaks, overloads, faults, power quality
events, and any other information required to fully characterize the
operation of the electrical utility at the demonstration site prior to
installation of the demonstration system.
o Procure a DAS system according to the approved DAS Implementation Plan.
o Prepare a DAS System Test Plan. This test plan shall include, but not be
limited to:
o a description of the process to be tested
o the rationale for why the tests are required
o predicted performance based on calculations or other analyses
o test objectives and technical approach
o a test matrix showing the number of test conditions and replicated runs
o a description of the facilities, equipment, and instrumentation
required to conduct the tests
o a description of test procedures, including:
o parameters to be controlled and how they will be controlled;
o parameters to be measured and instrumentation to measure them;
o calibration procedures to be used;
o recommended calibration interval; and
o maintenance of the test log.
o a description of the data analysis procedures
o a description of quality assurance procedures
o contingency measures to be considered if the test objectives are not
met
o Build and test the DAS system according to the approved DAS System Test
Plan.
o Prepare a DAS System Test Report. The Test Report shall include, but not
be limited to, the following:
o test results
o analysis
o conclusions
o recommendations
o photographs as appropriate.
o Collect historical CAISO frequency regulation system performance data
according to the approved DAS Implementation Plan for a time period of
at least six months prior to system commissioning.
o Run and manage the DAS.
o Provide a secure access to data collected by the DAS that allows daily
uploading of operational data to a central site. Protocols for
supporting this remote data upload requirement shall be coordinated
with the DOE's Data Management Contractor prior to the implementation
of the system to ensure standard communications protocol is used to
fulfill this requirement. All data shall be time stamped with
resolution to 1 second.
o Prepare DAS operational summary information each month, and include
this information in the Monthly Progress Reports described in
Administrative Task 1.4. This information shall include, but not be
limited to, the following:
o A written summary of the economic benefit derived for the month
o A written summary of all operations and maintenance activities for the
month
o System dispatch information and use patterns associated with the
project
o Energy consumption breakdown of parasitic loads introduced by the
demonstration system
o System performance under typical utility fault conditions (e.g.
lightning strikes)
o System performance under user fault conditions (e.g. fault in customer
plant)
o System reliability, failure rates, and performance summary
o Utility system operational data after installation of the demonstration
system
o A comparison, after the 2-month anniversary of system commissioning, of
DAS data to the historical utility system performance data collected in
this Task.
o Prepare benefits data information, and include this information every
six months in the Monthly Progress Reports described in Administrative
Task 1.4. This information should be sufficient to demonstrate the
economic benefits defined in the original proposal.
o Prepare Annual DAS Reports. These reports shall consolidate all the
monthly DAS operational summary information and the quarterly benefits
data information and summarize the operation of the system for the
preceding year.
o Operate the INGRESS in the data collection mode for a minimum of six
months.
Deliverables:
o Draft DAS Implementation Plan
o Final DAS Implementation Plan
o Draft DAS System Test Plan
o Final DAS System Test Plan
o Draft DAS System Test Report
o Final DAS System Test Report
o Draft Annual DAS Reports
o Final Annual DAS Reports
Task 13.0 Technology Transfer Activities
The goal of this task is to develop a Technology Transfer Plan to address that
the knowledge gained from this effort will be shared with industry, California
ratepayers, potential future customers and other interested parties.
The Contractor shall:
o Prepare a Technology Transfer Plan. This plan will address as a minimum:
o Overview of the project and project status.
o Expected benefits when the project was proposed.
o Observed benefits and values demonstrated during the project.
o Future market opportunities for this demonstrated technology.
o List of proposed technical presentations, project orientations, project
tours and other activities where information will be transferred to
appropriate individuals, organizations and agencies, including series
of Open Days for representatives from the California Utilities.
o Conduct technology transfer activities in accordance with the
Technology Transfer Plan.
Deliverables:
o Draft Technology Transfer Plan.
o Final Technology Transfer Plan.
o Technology transfer presentations and activities as defined in the
Technology Transfer Plan.
Task 14.0 Production Readiness Plan
The goal of this task is define specifications for a product level Smart Energy
Matrix FESS System based on testing and studies completed during this project.
The Contractor shall:
o Prepare a Production Readiness Plan. This plan will address as a minimum:
o Required stored energy and power Output
o System size and weight.
o System electrical ratings and limits
o System cyclic and life requirements
o System cost Targets
o Technology Maturity and ability to meet proposed Specifications
Deliverables:
o Draft Production Readiness Plan
o Final Production Readiness plan
Exhibit A
Attachment A-1
Schedule of Deliverables and Due Dates
Planned Planned
Start Completion
Task No Task Name Deliverable(s) Date Date PIER Funds Match Funds
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.0 Administration
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.1 Attend Kick-off Meeting An Updated Schedule of Deliverables 1/12/2005 1/31/2005 3,121 3,000
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
An Updated Gantt Chart
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
An Updated List of Match Funds
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
An Updated List of Permits
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Schedule for Recruiting PAC Members (optional)
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.2 CPR Meetings CPR Report(s) 2/15/2005 12/31/2005 31,583 3,000
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
CPR deliverables identified in this Scope of Work
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Commission Contract Manager Agenda and a List of Expected Participants
Deliverables
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Schedule for Written Determination
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Written Determination
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.3 Final Meeting Written documentation of meeting agreements6/1/2006 6/30/2006 13,121 3,000
and all pertinent information
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Schedule for completing closeout activities
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.4 Monthly Progress Reports Monthly Progress Reports 2/4/2005 6/30/2006 25,154 0
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.5 Test Plans, Technical Reports and Interim 2/4/2005 6/30/2006 0 0
Deliverables
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.6 Final Report 4/30/2006 8/31/2006 23,413 0
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.6.1 Final Report Outline Draft Outline of the Final Report 4/30/2006 5/31/2006 0 0
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final Outline of the Final Report 5/31/2006 6/30/2006
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.6.2 Final Report Draft Final Report 6/30/2006 7/31/2006 0 0
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final Report 7/31/2006 8/31/2006
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.7 Identify and Obtain Matching A letter regarding Match Funds or stating 1/12/2005 1/31/2005 0 0
Funds that no Match Funds are provided
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Letter(s) for New Match Funds
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
A copy of each Match Fund commitment letter
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Letter that Match Funds were Reduced (if applicable)
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.8 Identify and Obtain Required A letter documenting the Permits or stating1/12/2005 8/1/2005 0 0
Permits that no Permits are required
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Updated list of Permits as they change during the Term of the
Agreement
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Updated schedule for acquiring Permits as it changes during the
Term of the Agreement
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
A copy of each approved Permit
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
1.9 Electronic File Format A Letter requesting exemption from the 1/12/2005 1/31/2005 0 0
Electronic File Format(if applicable)
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
- ----------------------------------------------------------------------------------------------------------------------------------
Administrative Tasks Sub-Total: 106,392 9,000
- ------------------------------------------------------------------------------------------------------------- ----------- --------
Technical Tasks
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 2 Set Up Procurement Arrangements Copies of system and component technical 1/12/2005 1/30/2005 5,000 13,884
and Compile System Information specifications
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 3 INGRESS Design Draft INGRESS Design Report 1/12/2005 1/30/2005 0 16,205
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Critical Project Review CPR Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS Design Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 4 INGRESS Controller Design Draft INGRESS Controller Design Report 1/12/2005 5/30/2005 56,000 64,289
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS Controller Design Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 5 Procure INGRESS System ComponentsAcceptance test documentation 2/1/2005 5/30/2005 658,000 121,900
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Copies of shipping documentation
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 6 Assemble Flywheel Equipment and Photos of all major components and 3/15/2005 6/15/2005 0 106,808
Fabricate Transportable assembly
Enclosure
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Assembly documentation showing compliance with assembly
procedures and codes
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Completed INGRESS
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Draft INGRESS Design Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Critical Project Review CPR Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS Design Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 7 Ship and Install at DUIT Copies of shipping documentation 6/30/2005 7/30/2005 19,881 0
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
INGRESS installation confirmation letter
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 8 INGRESS DAS Design and Draft INGRESS DAS Design and Integration 5/15/2005 8/15/2005 74,723 0
Integration Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS DAS Design and Integration Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Draft INGRESS DAS Design and Integration Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS DAS Design and Integration Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 9 Test Planning and Training Draft INGRESS Site Level Performance 6/15/2005 8/30/2005 68,140 0
Testing Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS Site Level Performance Testing Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 10 Development Test Execution Draft INGRESS System Site Level 8/30/2005 10/30/2005 38,692 0
Performance Test Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Critical Project Review CPR Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS Performance Test Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 11 Commisioning of INGRESS System Draft INGRESS System Commissioning Plan 10/30/2005 11/30/2005 41,014 3,000
at DUIT
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS System Commissioning Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Draft INGRESS System Operation and Maintenance Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final INGRESS System Operation and Maintenance Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
INGRESS Commissioning Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 12 DAS and Benefits Data Reporting Draft DAS Implementation Plan 11/15/2005 5/15/2006 64,935 2,000
Requirements
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final DAS Implementation Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Draft DAS System Test Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final DAS System Test Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Draft DAS System Test Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final DAS System Test Report
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Draft Annual DAS Reports
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final Annual DAS Reports
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 13 Technology Transfer Activities Draft Technology Transfer Plan 1/12/2005 2/29/06 50,539 5,000
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final Technology Transfer Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Technology transfer presentations and activities as defined in
the Technology Transfer Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Task 14 Production Readiness Plan Draft Production Readiness Plan 6/15/2005 6/15/2006 49,539 5,000
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Final Production Readiness Plan
- -------- ------------------------------- ------------------------------------------ ------------ ------------ ---------- ---------
Technical Tasks Sub-Total: 1,126,462 338,087
- -------------------------------------------------------------------------------------------------- ---------------- --------------
Total $ 1,232,854 $ 347,087
- ------------------------------------------------------ --------------------- --------------------- ---------------- --------------
EXHIBIT A
ATTACHMENT A-1
GANTT CHART
- ---------
Task START DATE END DATE
- ---------
T --------------------------------------- --------------------------------------- ---------------------------------------
1.1 Attend Kick-off Meeting January, 2005 January, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
1.2 CPR Meetings February, 2005 October, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
1.3 Final Meeting June, 2006 June, 2006
--------------------------------------- --------------------------------------- ---------------------------------------
1.4 Monthly Progress Reports January, 2005 June, 2006
--------------------------------------- --------------------------------------- ---------------------------------------
1.5 Test Plans, Technical Reports and Interim January, 2005 June, 2006
Deliverables
--------------------------------------- --------------------------------------- ---------------------------------------
1.6 Final Report August, 2006 August, 2006
--------------------------------------- --------------------------------------- ---------------------------------------
1.7 Identify and Obtain Match Funds January, 2005 January, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
1.8 Identify and Obtain Required Permits January, 2005 August, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
1.9 Electronic File Format January, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
2 Set Up Procurement Arrangements and Compile December, 2004 February, 2005
System Information
--------------------------------------- --------------------------------------- ---------------------------------------
3 INGRESS design February, 2005 February, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
4 INGRESS Controller Design January, 2005 August, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
5 Procure INGRESS System Components February, 2005 June, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
6 Assemble Flywheel Equipment and Fabricate February, 2005 June, 2005
Transportable Enclosure
--------------------------------------- --------------------------------------- ---------------------------------------
7 Ship and Install at DUIT June, 2005 August, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
8 INGRESS DAS Design and Integration June, 2005 July, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
9 Test Planning and Training June, 2005 August, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
10 Development Test Execution July, 2005 August, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
11 Commisioning of INGRESS System at DUIT September, 2005 November, 2005
--------------------------------------- --------------------------------------- ---------------------------------------
12 DAS and Benefits Data Reporting Requirements November, 2005 June, 2006
--------------------------------------- --------------------------------------- ---------------------------------------
13 Technology Transfer Activities January, 2005 April, 2006
--------------------------------------- --------------------------------------- ---------------------------------------
14 Production Readiness Plan June, 2005 July, 2006
--------------------------------------- --------------------------------------- ---------------------------------------
ATTACHMENT A-2
CONTENT AND FORMAT OF PROGRESS REPORTS - RECOMMENDED
PROGRESS REPORT for
FESS for Grid Frequency Regulation, 500-04-009
December 2004
Contractor Project Manager: Jim Arseneaux
Commission Project Manager: Pramod Kulkarni
What we planned to accomplish this period
[This is taken directly from the section on "What we expect to accomplish during
the next period" from the last progress report.]
What we actually accomplished this period
[Concise description of major activities and accomplishments.]
How we are doing compared to our plan
[Explain the differences, if any, between the planned and the actual
accomplishments. Describe what needs to be done, if anything, to get back on
track.]
Significant problems or changes
[Describe any significant technical or fiscal problems. Request approval for
significant changes in scope of work, revised milestone due dates, changes in
key personnel assigned to the project, or reallocation of budget cost
categories. If none, include the following statement: "Progress and expenditures
will result in project being completed on time and within budget."]
What we expect to accomplish during the next period
[Concise description of major activities and accomplishments expected. This
will be transferred to the next progress report]
Status of Milestones and Deliverables:
[This should be the complete list as contained in the revised scope of work.
Highlight differences between actual and planned.]
Description Start Date Due Date Status (%)
- ----------------------------------------------------------------------------------------------------------------------
Planned Actual Planned Actual
Identify top 3 assessment candidates 4/15/12 4/15/12 5/1/12 5/1/12 Ontime 100%
Develop test plan 4/20/12 4/10/12 7/7/12 6/10/12 Ahead
100%
Analyze experimental data 5/1/12 6/1/12 1/1/13 2/1/13 Delayed 25%
[OBJECT OMITTED]
Overall schedule for the _______________________ project.
[Planned is solid blue, actual is red striped. This work flow diagram needs to
correlate with the schedule in Exhibit A. This example has been prepared as a
Word Picture, but a comparable Excel diagram or Gantt chart is fine.]
Overview of Fiscal Status: (See invoices for detail.)
[It is useful to track the rate of expenditure of project funds. The most useful
way to do this is to compare the actual expenditure rate with the planned
expenditure rate. You get the planned rate at the beginning of the project, so
it becomes a baseline. If you change course at a critical project review, you
should show the original and the modified baseline, and then track against the
new one.]
Photographs:
Include photographs where appropriate to document progress. The photos shall be
shot with color print film or be very high quality digital photos (at least 300
dpi).
Evidence of Progress:
If there is a long time between interim deliverables, then attach evidence of
the progress being made (e.g., test data, product mock-ups, field site
descriptions, preliminary analyses) to the progress reports to allow the
Commission Contract Manager to review contract progress and gauge the quality of
research results.
Notes:
The tracking for tasks and money is generally done at the major task level, but
this depends on the project and fiscal controls.
Notice that there is no technical detail in these reports. This should come in
specific deliverables so that critical project management information does not
get lost. If the contractor is reporting monthly, but submitting invoices
quarterly, then use the three monthly reports as an equivalent quarterly report.
Do not make them write another report just to get paid.
The progress report on each project should be 1-2 pages long (plus photographs)
and take about 1 hour to prepare for each reporting period.
ATTACHMENT A-3
FINAL REPORT CONTENTS AND FORMAT - RECOMMENDED
PIER Final Reports contain the following sections:
Cover Page and Title Page
Legal Notice
Acknowledgement Page
Abstract
Preface
Executive Summary
Table of Contents
Introduction
Project Approach
Project Outcomes
Conclusions and Recommendations
Endnotes
References
Glossary
Appendices
Attachments
Cover Page and Title Page
Please create one page with the following information. It will be used to create
the cover and title pages.
o Title of the Report
o Name of primary author(s) or principal investigator
o Author's company, organization or affiliation
o Location of author's company, organization or affiliation (City, State)
o Name of Energy Commission Project Manager
o PIER Program Area
o PIER Program Area Lead
o Agreement Number
o Amount of Agreement (Total including amendments.)
o Publication Number (Ask Julie Talbert, (916) 653-6029 for this number.)
o Publication Date (Month and Year. Verify with Julie Talbert.)
Legal Notice
Use the following notice:
Legal Notice
This report was prepared as a result of work sponsored by the California
Energy Commission, (Energy Commission). It does not necessarily represent the
views of the Commission, its employees, or the State of California. The
Commission, the State of California, its employees, contractors, and
subcontractors make no warranty, express or implied, and assume no legal
liability for the information in this report; nor does any party represent that
the use of this information will not infringe upon privately owned rights. This
report has not been approved or disapproved by the Commission nor has the
Commission passed upon the accuracy or adequacy of this information in this
report.
NOTE: The abbreviations "CEC" or "Commission" are not allowed in final reports.
Acknowledgement Page
This is the place for the author or principal investigator to acknowledge or
express appreciation to those who participated in the project. This may be a
paragraph, or a list of names, and if appropriate their affiliations.
Table of Contents
Sections to be included in the Table of Contents are as follows:
Abstract
Preface
Executive Summary
1. Introduction
o Background and Overview (Why this project was necessary)
o Project Objectives (What you planned to accomplish)
o Report Organization
2. Project Approach (What you did to accomplish your objectives)
3. Project Outcomes (What happened)
4. Conclusions and Recommendations
o Conclusions (What you learned from what happened)
o Commercialization Potential
o Recommendations (What you think should occur next)
o Benefits to California
Endnotes
References
Glossary
List of Figures
List of Tables
Appendix A--All technical papers, articles, and presentations
Appendices B thru X
Attachments
Abstract
This section should be the technical counterpart to the Executive Summary. Less
marketing and sales oriented than the Executive Summary. This should be similar
to what you would find in a technical trade periodical. Limited to 250 words,
essentially a very brief Executive Summary. The Abstract covers the purpose,
objectives, outcomes and conclusions. Contains 5-10 keywords for computer
searches. Geared toward a more technical audience.
Preface
Fill in the Contractor's name, Agreement number, report title,
organization, and research area, and numbers in the second to the last
paragraph. Use the following Preface:
Preface
The PIER Program supports public interest energy research and
development that will help improve the quality of life in California by
bringing environmentally safe, affordable, and reliable energy services
and products to the marketplace.
The PIER Program, managed by the Commission, annually awards up to $62
million to conduct the most promising public interest energy research
by partnering with Research, Development, and Demonstration (RD&D)
organizations, including individuals, businesses, utilities, and public
or private research institutions.
PIER funding efforts are focused on the following six RD&D program
areas:
o Buildings Energy Efficiency End Use
o Industrial/Agricultural/Water End-Use Energy Efficiency
o Renewable Energy
o Environmentally-Preferred Advanced Generation
o Energy-Related Environmental Research
o Energy Systems Integration.
What follows is the Final Report for the [Contractor's Name,]
[Agreement Number,] conducted by the
[Company/Organization/Affiliation]. The report is entitled [Report
Title]. This project contributes to the [PIER Program Area] program.
For more information on the PIER Program, please visit the Commission's
Web Site at: http://www.energy.ca.gov/research/index.html or contact
the Commission's Publications Unit at (916) 654-5200.
Executive Summary
A Final Report in miniature, containing all key information, summarizes the
introduction, purpose, project objectives, project outcomes, conclusions,
recommendations and Benefits to California. It is intended to be short and
bullet formatting is suggested. Assume a non-technical, management-level
readership. You may want to write this as if you will hand it out at a trade
show. Emphasize the benefits of the project and include who should care and why.
Put on the hat of an inquisitive, reasonably well-educated lay reader who may be
interested in purchasing or implementing the subject technology. Pretend that
they just paid for this research project and they want to understand how and why
you spent their money.
If your project has more than one project, repeat this organization for each
project area. The Executive Summary needs to summarize the report, not present
new information found nowhere else in the document. Go to the Commission's Web
Site for further examples.
Introduction
o Background and Overview (Why this project was necessary.) - Provide
relevant background; identify this project's subject area and state the
goals of this research. Use Stages and Gates terminology, where
appropriate, to identify what stage the project has reached in its path to
market. Refer to the Agreement for this information.
o Project Objectives (What you planned to accomplish.) - Present the
technical and economic objectives for your project. The objectives need to
contain the way(s) to measure or know the success of having reached the
objective. Use Stages and Gates terminology where appropriate. These should
be taken from the Agreement and should reflect any changes made during
critical project reviews or at other times during the course of the
project. (Describe why these changes were made in the Project Approach
section.)
Each objective shall be separately identified, a useful form is:
Project objectives were to:
o Verify (an action verb followed by relevant text)....
o Determine....
o Measure....
o Develop....
o Report Organization - Provides a roadmap to the rest of the report. If
there are separate final reports for a multitasked project, set the context
in Background section and refer the reader to their location here.
Project Approach
This section discusses the tasks you undertook and your approach to the research
(What you did to accomplish your objectives). Discuss the testing procedures you
undertook and the system modifications and improvements you made. Project
Outcomes This is where you present your results (What happened.) Organize this
section so that results are presented in the same order as the objectives. A
short version of each Outcome should be stated in bullet form. Supporting
paragraphs that describe each Outcome should follow each bullet.
There can be more Outcomes than there were Objectives. For example, there may be
more than one Outcome per Objective. It is also possible to have an
unanticipated Outcome during your research. However, you can not have stranded
objectives; all Objectives, whether met or not, must be discussed in this
section. If this section is particularly long, then it is useful to create a
summary at the end of this section where all of the bullets are drawn together
as a summary.
Conclusions and Recommendations
o Conclusions (What you learned from what happened.) - Organize the
Conclusions in the same order as Objectives and Outcomes. You may have
Conclusions that are broader than individual Objectives and Outcomes.
Please present these after you present the individual Conclusions.
Conclusions must be drawn from evidence presented in the report.
o Commercialization Potential - This is where you should directly address
Stages and Gates. Explain where your project is in Stages and Gates. If
your project had a task to prepare a Production Readiness Plan or a similar
effort related to assessing where the research is in relationship to being
used in its relevant markets (i.e., Stages and Gates), this is the place to
discuss that task.
o Recommendations (What you think should occur next.) - Recommendations
should derive from the Conclusions presented. Recommendations specific to
individual Objectives, Outcomes and Conclusions should be presented in the
original order. General Recommendations should follow. Use Stages and Gates
terminology where appropriate. What is the next stage for this project?
o Benefits to California - This section discusses two issues: (1) What
benefits has California already received from this Agreement, if
applicable, and (2) if this project is successful and the results widely
used, how will California benefit? These benefits need to be related to the
problems this research was intended to address. Refer to the Introduction
section of the report.
Endnotes
Endnotes are preferred to footnotes.
Glossary
If there are more than 10 acronyms then a glossary with definitions for each
acronym should be provided at the end of the report.
References
This is where you list all documents referred to in the body of the report. List
references in standard bibliographic format. Be sure to check that shorthand
references contained in the body of the report are accurate. Any documents
referred to in the Appendices should be listed in the reference section in the
appropriate Appendix.
Appendices
Designated by Roman numerals.
Attachments
If absolutely required, designated by Roman numerals.
ATTACHMENT A-4
RESUMES
Matt Lazarewicz
Chief Technology Officer
Beacon Power Inc. dba Beacon Matrix Services
A Registered Professional Engineer in the Commonwealth of Massachusetts and
received both Bachelor's and Master's Degrees in Mechanical Engineering from the
Massachusetts Institute of Technology. Mr. Lazarewicz also completed his
Master's Degree in Management at the Massachusetts Institute of Technology Sloan
School of Management.
Mr. Lazarewicz served as Vice President of Engineering at Beacon Power from
February 1999 to February 2002 when he was named Vice President & Chief
Technical Officer. Prior to joining Beacon Power, Mr. Lazarewicz worked for 25
years in the General Electric in various capacities in Power Systems and
Aircraft Engines. He progressed through a variety of positions in design,
manufacturing, quality, marketing, and product support in both military and
commercial applications. Prior to leaving GE he served as the mechanical design
manager for the F414 engine used in the Navy front line F/A18 fighter. He won
the GE Aircraft Engines "Engineer of the Year" and the Department of Defense
"Excellence in Acquisition" Awards for his leadership of this project.
===============================================================================
Jim Arseneaux
Flywheel System Manager
Beacon Power Inc. dba Beacon Matrix Services
Mr. Arseneaux is the Flywheel Design Leader within Beacon Power
Corporation. He is responsible for integrating the flywheel design activities
including rotor design and analysis, along with design of the ancillary
components such as the motor, structures and bearings. During the last three
years he has been responsible for design of mechanical components in Beacon's
2kWhr and 6kWhr flywheels, which have shown unprecedented reliability. Prior to
joining Beacon Power Corporation, Mr. Arseneaux worked at GE for 24 years in a
variety of Mechanical Engineering and Management roles developing components for
high- speed turbo-machinery and aircraft engines. He has a track record of
bringing new technology from concept to production for military fighter engines,
commercial turbofans, helicopters installations, and tank engines. He has a B.S.
degree in Mechanical Engineering from Tufts University, and an M.S. in
Mechanical Engineering from Northeastern University.
===============================================================================
Robert Downing
Manufacturing Team Leader
Beacon Power Inc. dba Beacon Matrix Services
As Manufacturing Leader he is responsible for taking Beacon Power's designs
off the drawing board and into a working unit. Pushing in the design phase with
concurrent engineering techniques to deliver the product to market faster is one
of his prime objectives. During the last four years he has been responsible for
introducing new manufacturing processes to Beacon Power Corp such as automated
welding, automated assembly of rotors, and rotor balancing. Prior to joining
Beacon Power Corporation, Mr. Downing worked at GE Aircraft Engines for 15 years
in a variety of Manufacturing Management roles from machine shop sub-components
to final engine assembly. From roles that started as front line supervisor
through Production control to Quality Team Leader he has the background to keep
Beacon Power Corp manufacturing on track. His training at GE includes
Manufacturing Development Program, "A" course graduate, and Six Sigma green
belt. He has a B.S. degree in Mechanical Engineering from Northeastern
University
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
1. INVOICING PROCEDURES
For services satisfactorily rendered, and upon receipt and approval of
the invoices, the Energy Commission agrees to compensate the Contractor
for actual expenditures incurred in accordance with the rates specified
in Exhibit B, Budget Attachment. Contractor's actual rates cannot
exceed the rates specified in Exhibit B, Budget Attachment.
Invoices shall be submitted in duplicate not more frequently than monthly.
The Energy Commission will accept computer generated or electronically
transmitted requests provided the Contractor sends a hard copy the same day
to the address in Exhibit F.
California Energy Commission
Accounting Office, MS-2
1516 Ninth Street
Sacramento, California 95814
A request for payment shall consist of, but is not limited to:
A. An invoice that is a list of the actual expenses
incurred during the billing period. The rates cannot
exceed the rates specified in Exhibit B, Budget
Attachment. The invoice list must include:
1) Agreement number, date prepared, and billing period.
2) Contractor's actual hourly labor rates by individual.
Rates may be billed on the invoice as fully loaded
rates.
3) Operating expenses, including equipment, travel,
miscellaneous.
4) Subcontractor invoices, identifying small business
and Disabled Veteran Business Enterprise (DVBE) firms
and a copy of each DVBE invoice.
5) Fees (fringe, direct and indirect overheads, general
and administrative, profit, etc.) These costs must be
shown for all items not included in a fully loaded
hourly rate.
6) Match fund expenditures.
7) By task: cumulative amounts, budgeted, billed to
date, current billing, and balance of funds. 8) Work
authorization number, if applicable.
B. As detailed in Exhibit A:
1) A report that documents the progress of the Scope of
Work during the billing period, and
2) Any other deliverables due during the billing period.
2. BUDGET CONTINGENCY CLAUSE
It is mutually agreed that if the Budget Act of the current year and/or
any subsequent years covered under this Agreement does not appropriate
sufficient funds for the work identified in Exhibit A, this Agreement
shall be of no further force and effect. In this event, the State shall
have no liability to pay any funds whatsoever to Contractor or to
furnish any other consideration under this Agreement and Contractor
shall not be obligated to perform any provisions of this Agreement.
If funding for any fiscal year is reduced or deleted by the Budget Act
for purposes of this program, the State shall have the option to
either: cancel this Agreement with no liability occurring to the State,
or offer an Agreement amendment to Contractor to reflect the reduced
amount.
3. TRAVEL AND PER DIEM RATES
Contractor shall be reimbursed for travel and per diem expenses using
the same rates provided to non-represented state employees. The
Contractor must pay for travel in excess of these rates. Contractor may
obtain current rates from the Energy Commission's Web Site at
www.energy.ca.gov/contracts.
A. Travel identified in Exhibit B, Budget Attachment is approved
and does not require further authorization.
B. Travel that is not included in Exhibit B, Budget Attachment
shall require prior written authorization from the Contract
Manager. Energy Commission will reimburse travel expenses from
the Contractor's office location.
C. Contractor must retain documentation of travel expenses in its
financial records listed by trip including dates and times of
departure and return. Receipts for travel expenses claimed
must be retained by Contractor (receipts are not required for
travel meals or incidentals within current allowable rates).
4. RETENTION
Energy Commission shall retain from each invoice ten per cent (10%) of
that invoice, excluding equipment invoices. The retained amount shall
be held by the Energy Commission and released to Contractor only upon
the Energy Commission's approval that work has been satisfactorily
completed and the Final Report (if required) has been received and
approved. Contractor must submit a separate invoice for the retained
amount.
Retention may be released upon completion of tasks that are considered
separate and distinct, i.e., the task is a stand-alone piece of work
and could be done without the other tasks. Exhibit B, Budget
Attachment, identifies the tasks for which retention may be released
prior to the end of the Agreement. Tasks for administration or
management of the Agreement and/or subcontractors are not considered
separate and distinct tasks.
5. PAYMENT TERMS
Check all that apply:
X Monthly
Quarterly
One-Time Payment
Itemized
Flat Rate
X In Arrears
Advance Payment to Public Prime Contractor Not to Exceed
$ or % of the Agreement Amount
---- ----
Advance Payment to Private Prime Contractor for Public
Subcontractor, (PRC section 25620.3(d))
Not to Exceed $ or % of the Subcontract Amount
--- ----
Reimbursement/Revenue
Other (Explain)
6. CONDITIONS FOR PAYMENT
A. Payment shall only be made in accordance with Exhibit B,
Budget Attachment.
B. Each request for payment is subject to Contract Manager's
approval.
C. Payments shall be made to Contractor for undisputed invoices.
An undisputed invoice is an invoice submitted by the
Contractor for services rendered and for which additional
evidence is not required to determine its validity. The
invoice will be disputed if all deliverables due for the
billing period have not been received and approved or if the
invoice is inaccurate. If the invoice is disputed, the
Contractor will be notified via a Dispute Notification Form
within 15 working days of receipt of the invoice
D. Payment will be made in accordance with, and within the time
specified, in Government Code Chapter 4.5, commencing with
Section 927.
E. Final invoice must be received by the Energy Commission no
later than 30 calendar days after the Agreement termination
date.
7. RECORDKEEPING, COST ACCOUNTING AND AUDITING
A. Cost Accounting
Contractor agrees to keep separate, complete, and correct
accounting of the costs involved in developing, installing,
constructing, and testing of Project-Related Products and
Rights funded under the Energy Commission-funded portion of
this Agreement as well as keep separate, complete, and correct
account of the Economic Benefits from Project-Related Products
and Rights.
B. Accounting Procedures
The Contractor's costs shall be determined on the basis of the
Contractor's accounting system procedures and practices
employed as of the effective date of this Agreement. The
Contractor's cost accounting practices used in accumulating
and reporting costs during the performance of this Agreement
shall be consistent with the practices used in estimating
costs for any proposal to which this Agreement relates;
provided that such practices are consistent with the other
terms of this Agreement and provided, further, that such costs
may be accumulated and reported in greater detail during
performance of this Agreement. The Contractor's accounting
system shall distinguish between direct costs and indirect
costs. All costs incurred for the same purpose, in like
circumstances, are either direct costs only or indirect costs
only with respect to costs incurred under this Agreement.
C. Allowability of Costs
Except as provided for in this Agreement, the Contractor shall
use the applicable Federal Office of Management and Budget
(OMB) Circulars A-87, A-21, A-122, or Federal Acquisition
Regulations (FAR) Part 31 in determining allowable and
unallowable costs. In the event of a conflict, this Agreement
takes precedence over the OMB Circulars and/or FAR. Factors to
be considered in determining whether an individual item of
cost is allowable include: (i) reasonableness of the item;
(ii) allowability of the item to the work; (iii) the
appropriate use of applicable Federal OMB Circulars or FAR;
and, (iv) the terms and conditions of this Agreement.
Applicable OMB circulars and FAR may be found at
www.whitehouse.gov/omb and www.arnet.gov/far/.
1) Allowable Costs
Allowable costs may include all costs, direct and
indirect, incurred in the performance of work
identified in the Contractor's proposal, if
applicable, and capped as specified in Exhibit B,
Budget Attachment. Costs must be incurred within the
term of the Agreement. The Energy Commission will pay
for State or local sales or use taxes on the services
rendered or equipment, parts or software supplied to
the Energy Commission pursuant to this Agreement.
2) Unallowable Costs
Some examples of unallowable costs include:
contingency costs, imputed costs, fines and
penalties, losses on agreements, excess profit taxes,
and increased rates and fees for this Agreement.
The State of California is exempt from Federal excise
taxes, and no payment will be made for any taxes
levied on employee's wages.
C. Audit Rights
Contractor shall maintain books, records, documents, and other
evidence, based on the procedures set forth above, sufficient
to reflect properly all costs claimed to have been incurred in
performing this Agreement. The Energy Commission, an agency of
the State or, at the Energy Commission's option, a public
accounting firm designated by Energy Commission, may audit
such accounting records at all reasonable times with prior
notice by Energy Commission. Energy Commission shall bear the
expense of such audits. It is the intent of the parties that
such audits shall ordinarily be performed not more frequently
than once every twelve (12) months during the performance of
the work and once at any time within three (3) years following
payment by Energy Commission of the Contractor's final
invoice. However, performance of any such interim audits by
Energy Commission does not preclude further audit.
E. Audit Cost
The cost of the audit shall be borne by the Energy Commission
except when the results of the audit reveal an error
detrimental to the Energy Commission that exceeds ten percent
(10%) of the amount audited, or $5000 (whichever is greater);
or if a royalty audit, ten percent (10%) of the total
royalties due in the period audited. In this event, Contractor
agrees to reimburse Energy Commission for reasonable costs and
expenses incurred by the Energy Commission in conducting such
audit.
F. Refund to Energy Commission
If the Energy Commission determines that any invoiced and paid
amounts exceed the actual allowable and incurred costs,
Contractor shall repay such amounts to Energy Commission
within thirty (30) days of request or as otherwise agreed to
in writing by the Energy Commission and Contractor. If the
Energy Commission does not receive such repayments, Energy
Commission shall be entitled to withhold further payments to
the Contractor.
8. BUDGET DETAIL
Budget Detail is contained in the Attachment to this Exhibit.
Exhibit B
Budget Summary
- ---------------------------------------------------------------------- ------------------ ------------------ ------------------
Summary Project Budget PIER
Reimbursable
Task Costs Task Match Funds Total Task Costs
------------------ ------------------ ------------------
- ---------------------------------------------------------------------- ------------------ ------------------ ------------------
Task 1 Administration 106,392 9,000 115,392
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Project Technical Activities
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 2 Set Up Procurement Arrangements and Compile System 5,000 13,884 18,884
Information
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 3 INGRESS Design 0 16,205 16,205
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 4 INGRESS Controller Design 56,000 64,289 120,289
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 5 Procure INGRESS System Components 658,000 121,900 779,900
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 6 Assemble Flywheel Equipment and Fabricate 0 106,808 106,808
Transportable Enclosure
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 7 Ship and Install at DUIT 19,881 0 19,881
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 8 INGRESS DAS Design and Integration 74,723 0 74,723
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 9 Test Planning and Training 68,140 0 68,140
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 10 Development Test Execution 38,692 0 38,692
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 11 Commisioning of INGRESS System at DUIT 41,014 3,000 44,014
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 12 DAS and Benefits Data Reporting Requirements 64,935 2,000 66,935
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 13 Technology Transfer Activities 50,539 5,000 55,539
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Task 14 Production Readiness Plan 49,539 5,000 54,539
- ----------------- ---------------------------------------------------- ------------------ ------------------ ------------------
Technical Activities Subtotals 1,126,462 338,087 1,464,549
---------------------------------------------------- ------------------ ------------------ ------------------
------------------
---------------------------------------------------- ------------------ ------------------
Total PIER Cost Total Match Funds Total Project
Cost
------------------ ------------------ ------------------
Project Totals 1,232,854 347,087 1,579,941
---------------------------------------------------- ------------------ ------------------ ------------------
EXHIBIT B, ATTACHMENT 1
PRIME CONTRACTOR PIER BUDGET
- ---------------------------------------------------------------- --------------
Budget for PIER Reimbursement PIER
to Prime Contractor Reimburs-
ableTask
Costs
- ---------------------------------------------------------------- ------------
1.0 Project Administration Activities
- -------------- ------------------------------------------------- ------------
1.1 Attend Kick-off Meeting 13,121
- -------------- ------------------------------------------------- ------------
1.2 CPR Meetings 31,583
- -------------- ------------------------------------------------- ------------
1.3 Final Meeting 13,121
- -------------- ------------------------------------------------- ------------
1.4 Monthly Progress Reports 25,154
- -------------- ------------------------------------------------- ------------
1.5 Test Plans, Technical Reports and Interim 0
Deliverables
- -------------- ------------------------------------------------- ------------
1.6 Final Report 23,413
- -------------- ------------------------------------------------- ------------
1.6.1 Final Report Outline 0
- -------------- ------------------------------------------------- ------------
1.6.2 Final Report
- -------------- ------------------------------------------------- ------------
1.7 Identify and Obtain Matching Funds 0
- -------------- ------------------------------------------------- ------------
1.8 Identify and Obtain Required Permits 0
- -------------- ------------------------------------------------- ------------
1.9 Electronic File Format 0
- -------------- ------------------------------------------------- ------------
Administration Activities Subtotals 106,392
- -------------- ------------------------------------------------- ------------
- ----------------------------------------------------------------------------
Project Technical Activities (Delete rows as necessary)
- -------------- ---------------------------------------------------------------
Task 2 Set Up Procurement Arrangements and Compile 5,000
System Information
- -------------- ------------------------------------------------- ------------
Task 3 INGRESS Design 0
- -------------- ------------------------------------------------- ------------
Task 4 INGRESS Controller Design 56,000
- -------------- ------------------------------------------------- ------------
Task 5 Procure INGRESS System Components 658,000
- -------------- ------------------------------------------------- ------------
Task 6 Assemble Flywheel Equipment and Fabricate 0
Transportable Enclosure
- -------------- ------------------------------------------------- ------------
Task 7 Ship and Install at DUIT 19,881
- -------------- ------------------------------------------------- ------------
Task 8 INGRESS DAS Design and Integration 74,723
- -------------- ------------------------------------------------- ------------
Task 9 Test Planning and Training 68,140
- -------------- ------------------------------------------------- ------------
Task 10 Development Test Execution 38,692
- -------------- ------------------------------------------------- ------------
Task 11 Commisioning of INGRESS System at DUIT 41,014
- -------------- ------------------------------------------------- ------------
Task 12 DAS and Benefits Data Reporting Requirements 64,935
------------------------------------------------- ------------
- --------------
Task 13 Technology Transfer Activities 50,539
------------------------------------------------- ------------
- --------------
Task 14 Production Readiness Plan 49,539
------------------------------------------------- ------------
- --------------
Technical Activities Subtotals 1,126,462
------------------------------------------------- ------------
- -------------------------------------------------------------------------------
Prime Contractor Total PIER
Reimburs-
able Cost
------------------------------------------------- ------------
PIER Reimbursable Totals 1,232,854
-----------------------------
Total project expenses = 972,000
Total overhead & profit = 135,180
-----------------------------
(1) Each project operating expense should include, if applicable,
direct overhead.
(2) Subcontracts worth $100,000 or 25% of the total award, whichever is less.
(3) Prime Contractor profit not allowed on Subcontractor invoices
and profit cannot exceed 10% of the PIER funds allocated to the Task.
EXHIBIT B, ATTACHMENT 2
PRIME CONTRACTOR MATCH BUDGET
- ---------------------------------------------------------------- -------------
Budget for Match Funding Prime's
Supplied by Prime Contractor Total Task
Match Funds
- ---------------------------------------------------------------- -------------
1.0 Project Administration Activities
- --------------- ------------------------------------------------ ------------
1.1 Attend Kick-off Meeting 3,000
- --------------- ------------------------------------------------ ------------
1.2 CPR Meetings 3,000
- --------------- ------------------------------------------------ ------------
1.3 Final Meeting 3,000
- --------------- ------------------------------------------------ ------------
1.4 Monthly Progress Reports 0
- --------------- ------------------------------------------------ ------------
1.5 Test Plans, Technical Reports and Interim 0
Deliverables
- --------------- ------------------------------------------------ ------------
1.6 Final Report 0
- --------------- ------------------------------------------------ ------------
1.6.1 Final Report Outline 0
- --------------- ------------------------------------------------ ------------
1.6.2 Final Report 0
- --------------- ------------------------------------------------ ------------
1.7 Identify and Obtain Matching Funds 0
- --------------- ------------------------------------------------ ------------
1.8 Identify and Obtain Required Permits 0
- --------------- ------------------------------------------------ ------------
1.9 Electronic File Format 0
- --------------- ------------------------------------------------ ------------
Administration Activities Subtotals 9,000
- --------------- ------------------------------------------------ ------------
--------------------------------------------------------------------------
Project Technical Activities (Delete rows as necessary)
- --------------- -------------------------------------------------------------
Task 2 Set Up Procurement Arrangements and Compile 13,884
System Information
- --------------- ------------------------------------------------ ------------
Task 3 INGRESS Design 16,205
- --------------- ------------------------------------------------ ------------
Task 4 INGRESS Controller Design 64,289
- --------------- ------------------------------------------------ ------------
Task 5 Procure INGRESS System Components 121,900
- --------------- ------------------------------------------------ ------------
Task 6 Assemble Flywheel Equipment and Fabricate 106,808
Transportable Enclosure
- --------------- ------------------------------------------------ ------------
Task 7 Ship and Install at DUIT 0
- --------------- ------------------------------------------------ ------------
Task 8 INGRESS DAS Design and Integration 0
- --------------- ------------------------------------------------ ------------
Task 9 Test Planning and Training 0
- --------------- ------------------------------------------------ ------------
Task 10 Development Test Execution 0
- --------------- ------------------------------------------------ ------------
Task 11 Commisioning of INGRESS System at DUIT 3,000
- --------------- ------------------------------------------------ ------------
Task 12 DAS and Benefits Data Reporting Requirements 2,000
------------------------------------------------ ------------
- ---------------
Task 13 Technology Transfer Activities 5,000
------------------------------------------------ ------------
- ---------------
Task 14 Production Readiness Plan 5,000
------------------------------------------------ ------------
- ---------------
Technical Activities Subtotals 338,087
------------------------------------------------ ------------
------------------------------------------------ ------------
Prime Contractor Total Match
Funds
------------------------------------------------ ------------
Match Funds Totals 347,087
-----------------------------
Total project expenses = 140,000
Total overhead & profit = 107,316
-----------------------------
EXHIBIT B, ATTACHMENT 3
PRIME CONTRACTOR'S UNLOADED PERSONNEL HOURLY RATES AND BENEFITS
** HOURLY RATE TABLE WITHHELD FROM FILING - PERSONAL AND CONFIDENTIAL **
*For each person or job classification, list the unloaded hourly rates in the
columns for the entire term of the Agreement, as shown on the Std. 213.
Projected rates are acceptable and expected, average rates are not acceptable.
Providing hourly rate ranges (e.g., $50 - $75) for a given period of time is
also acceptable. If awarded an Agreement, the rates in your proposal become part
of the signed Agreement and may not be changed. Thus, you cannot bill for more
than the rate or the top of the rate range provided for the given period of
time. Your actual rates cannot exceed the rates specified in this exhibit.
** List the names and job classifications for everyone from this
company/organization that will be directly billed to this project. If names are
not known, list the job classifications. Individuals added after the Agreement
is awarded must fall into one of the classifications and rates listed, so
include all classifications that could be directly billed to this project.
EXHIBIT B, ATTACHMENT 4
PRIME CONTRACTOR'S CALCULATION OF FRINGE BENEFITS, INDIRECT OVERHEAD, GENERAL ADMINISTRATIVE EXPENSES, AND PROFIT
RATES
- ------------------------------------------------------- ----------- ------------- ----------------------- ----------
Rates (percentages) for time intervals from the start Fringe Indirect General & Profit
of the project through the date as shown on the Std. Benefits Overhead (P) (10%
213. (FB) (OH) Administrative (GA) Max)
- ------------------------------------------------------- ----------- ------------- ----------------------- ----------
From: 1/1/2004 To: 1/1/2005 19% 128% 0% 10%
- ------------- -------------- ----------- -------------- ----------- ------------- ----------------------- ----------
From: 1/1/2005 To: 1/1/2006 19% 128% 0% 10%
- ------------- -------------- ----------- -------------- ----------- ------------- ----------------------- ----------
From: 1/1/2006 To: 1/1/2007 19% 128% 0% 10%
- ------------- -------------- ----------- -------------- ----------- ------------- ----------------------- ----------
From: 1/1/2007 To: 1/1/2008 19% 128% 0% 10%
- ------------- -------------- ----------- -------------- ----------- ------------- ----------------------- ----------
From: To: % % % %
- ------------- -------------- ----------- -------------- ----------- ------------- ----------------------- ----------
- ---------------------------------------- ---------------------------------------------------------------------------
Expense Items in the Budget Provide the formula that is used to calculate
the amount that is shown in Spreadsheets the budget for each of
these categories.
- ---------------------------------------- ---------------------------------------------------------------------------
Fringe Benefits Direct Labor X 0.19
- ---------------------------------------- ---------------------------------------------------------------------------
Indirect Overhead Direct labor X 1.28
- ---------------------------------------- ---------------------------------------------------------------------------
General & Administrative Direct Labor X 0.0
- ---------------------------------------- ---------------------------------------------------------------------------
Profit* (Direct labor + (FB) + (OH) ) X 0.1
- ---------------------------------------- ---------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
List items you include in each category (e.g., vacation, retirement plan,
telephone, secretarial, rent/lease, insurance, etc.)
- --------------------------------------------------------------------------------------------------------------------
- ---------------------------------------- ---------------------------------------- ----------------------------------
Fringe Benefits Indirect Overhead General & Administrative
- ---------------------------------------- ---------------------------------------- ----------------------------------
Vacation Engineering Management
Health/Dental Insurance (partial) Research & Development
Overtime Depreciation on Equip.
Life & Disability Insurance Building, Occupancy, Utilities
401(k) Match Training
Legal & Audit
Office Supplies
* Prime Contractor profit not allowed on Subcontractor invoices.
EXHIBIT B, ATTACHMENT 5
PRIME CONTRACTOR'S DIRECT LABOR HOURS BY TASK
-------------------------------------------------------------------------------------------------------
Administrative Tasks (Hours)
-------------------------------------------------------------------------------------------------------
- ---------------------------
Job Classification/Title 1.1 Attend 1.2 1.3 1.4 Progress 1.6 1.10 1.11 Total by
Kick-Off CPR Meetings Final Reports Final Report Establish Conduct PAC Person/
Meeting Meeting the PAC Meetings Position
- --------------------------- ------------- ------------- ----------- ------------ -------------- ---------- ------------ -----------
Chief Technology Officer 16 44 16 20 20 116
- --------------------------- ------------- ------------- ----------- ------------ -------------- ---------- ------------ -----------
Flywheel Team leader 16 44 16 20 20 116
- --------------------------- ------------- ------------- ----------- ------------ -------------- ---------- ------------ -----------
Application Engineer 16 44 16 40 40 156
- --------------------------- ------------- ------------- ----------- ------------ -------------- ---------- ------------ -----------
Test Engineer 0 40 40 80
- --------------------------- ------------- ------------- ----------- ------------ -------------- ---------- ------------ -----------
Control Engineer 0 40 40 80
- ----------------- ----------------------- ------------- ----------- ---------- ---------------- ---------- ------------ -----------
Structures Engineer 0 40 25 65
- --------------------------- ------------- ------------- ----------- ------------ -------------- ---------- ------------ -----------
0
- --------------------------- ------------- ------------- ----------- ------------ -------------- ---------- ------------ -----------
Totals 48 132 48 200 185 0 0 613
- ----------------------------------------- ------------- ------------ ----------- -------------- ---------- ------------ -----------
---------------------------------------------------------------------------------------------------
Technical Tasks (Hours)
---------------------------------------------------------------------------------------------------
Task 2 Task 3 Task 4 Task 5 Task 6 Task 7 Task 8 Task 9
-------------- ----------- ---------- --------- ------------ ------------ ------------- -----------
- ---------------------------
Job Classification/Title Set Up INGRESS INGRESS Procure Assemble Ship and INGRESS DAS Test
Procurement Design Controller INGRESS Flywheel Install at Design and Planning
Arrangements Design System Equipment and DUIT Integration and
and Compile Components Fabricate
System Transportable
Information Enclosure
- --------------------------- -------------- ---------- ----------- --------- ------------- ------------ ------------- -----------
Chief Technology Officer 10 10 10 0 0 0 10 10
- ----------------- --------- -------------- ---------- ----------- --------- ------------- ------------ ------------- -----------
Flywheel Team leader 20 20 40 20 80 10 20 40
- --------------------------- -------------- ---------- ----------- --------- ------------- ------------ ------------- -----------
Aplication Engineer 20 20 40 20 20 40 20 40
- --------------------------- -------------- ---------- ----------- --------- ------------- ------------ ------------- -----------
Test Engineer 20 20 100 20 100 40 20 20
- --------------------------- -------------- ---------- ----------- --------- ------------- ------------ ------------- -----------
Control Engineer 20 20 300 20 100 20 20 40
- --------------------------- -------------- ---------- ----------- --------- ------------- ------------ ------------- -----------
Structures Engineer 20 40 20 160 40 10 20
- --------------------------- -------------- ---------- ----------- --------- ------------- ------------ ------------- -----------
Assembly Technician 900 40
- --------------------------- -------------- ---------- ----------- --------- ------------- ------------ ------------- -----------
Totals 110 130 490 100 1360 190 100 170
- --------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Technical Tasks (Hours) Continued
---------------------------------------------------------------------------------------------------
Task 10 Task 11
-------------- ----------- ----------
- ---------------------------
Job Classification/Title Development Commisioning of Total by
Test Execution INGRESS System Person/
at DUIT Position
- --------------------------- ---------------- ---------------- ------------
Chief Technology Officer 50
- ----------------- --------- ---------------- ---------------- ------------
Flywheel Team leader 40 40 330
- --------------------------- ---------------- ----------------- -----------
Aplication Engineer 40 40 300
- --------------------------- ---------------- ----------------- -----------
Test Engineer 340
- --------------------------- ---------------- ----------------- -----------
Control Engineer 40 580
- --------------------------- ---------------- ----------------- -----------
Structures Engineer 20 330
- --------------------------- ---------------- ----------------- -----------
Assembly Technician 940
- --------------------------- ---------------- ----------------- -----------
Totals 100 120 2870
- --------------------------------------------------------------------------
---------------------------------------------------------------
Technical Tasks (Hours)
---------------------------------------------------------------
Task 12 Task 13 Task 14
----------------- --------------- ------------- ---------------
- ---------------------------
Job Classification/Title DAS and Technology Production Total by
Benefits Data Transfer Readiness Person/
Reporting Activities Plan Position
Requirements
- --------------------------- ----------------- --------------- ------------- ---------------
Chief Technology Officer 40 40 80
- --------------------------- ----------------- --------------- ------------- ---------------
Flywheel Team leader 20 100 100 220
- --------------------------- ----------------- --------------- ------------- ---------------
Aplication Engineer 20 100 100 220
- --------------------------- ----------------- --------------- ------------- ---------------
Test Engineer 40 40 80
- --------------------------- ----------------- --------------- ------------- ---------------
Control Engineer 40 40 80
- --------------------------- ----------------- --------------- ------------- ---------------
Structures Engineer 40 40 80
- --------------------------- ----------------- --------------- ------------- ---------------
Totals 40 360 360 760
- --------------------------- ----------------- --------------- ------------- ---------------
EXHIBIT B, ATTACHMENT 6
PRE-APPROVED TRAVEL, EQUIPMENT LIST, MATERIALS LIST, AND
MISCELLANEOUS EXPENDITURES
- ----------------------------------------------------------------------------------------------------------------------------------
Pre-approved Travel List *
- ----------------------------------------------------------------------------------------------------------------------------------
Task No. Trip Purpose Location Who Amount
- ----------------------------------------------------------------------------------------------------------------------------------
1.1 Attend Kickoff Meeting 3 Trips at $2000. Boston to Program Manager, CTO, Application $6,000
California Engineer
- ----------------------------------------------------------------------------------------------------------------------------------
1.2 Attend CPR Meetings 6 Trips at $2000. Boston to Program Manager, CTO, Application $12,000
California Engineer
- ----------------------------------------------------------------------------------------------------------------------------------
1.6 Attend Final Meeting 3 Trips at $2000. Boston to Program Manager, CTO, Application $6,000
California Engineer
- ----------------------------------------------------------------------------------------------------------------------------------
2 Trips to suppliers to negotiate 5 trips at $1000. Boston to Manufacturing and Engineering $5,000
contracts Midwest(electronics supplier), and
TBD container supplier, and machine
shops
- ----------------------------------------------------------------------------------------------------------------------------------
4 Control System design and Checkout 3 trips at ~ $2000. Control System Manufacturing and Engineering $6,000
Engineer to supplier then to
California Test site
- ----------------------------------------------------------------------------------------------------------------------------------
8 FESS Data Acquisition System Boston to Cal to review Data Program Manger $2,000
Acquisition system with DUIT
- ----------------------------------------------------------------------------------------------------------------------------------
9 Test Planning and Training Boston to Cal to review to review Appliaction Engineer $2,000
Proceedures with DUIT
- ----------------------------------------------------------------------------------------------------------------------------------
10 Development Test Execution Boston to Cal to review to witness Appliaction Engineer $2,000
test with DUIT
- ----------------------------------------------------------------------------------------------------------------------------------
11 Commisioning System At DUIT Site Boston to Cal to review to witness Program Manger $2,000
test with DUIT
- ----------------------------------------------------------------------------------------------------------------------------------
13 Technology Transfer Boston to Cal to review plan with Program Manger, CTO $4,000
CAISO, CEC etc.
- ----------------------------------------------------------------------------------------------------------------------------------
14 Production Readiness Boston to Cal to review plan with Program Manger, CTO $3,000
CAISO, CEC etc.
- ----------------------------------------------------------------------------------------------------------------------------------
* Travel is reimbursed at state rates. Total $50,000
-----------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Equipment
- ----------------------------------------------------------------------------------------------------------------------------------
Task No. Name of Equip. Description Purpose Amount
- ----------------------------------------------------------------------------------------------------------------------------------
5 INGRESS Module Each System includes a transportable Energy Storage Surface System for $638,000
enclosure, seven flywheels, power Utility Grid Frequency Regulation
electronics and ancillary equipment.
- ----------------------------------------------------------------------------------------------------------------------------------
5 INGRESS Dispatch Controller Controller hardware and software to Low cost approach to receiving the $20,000
communicate regulation signal from
the CA ISO via the Internet to
dispatch the INGRESS to follow the
ISO signal. Based on adapting ISO signal and dispatching the
Connected Energy approach to a regulation service.
specific regulation device.
- ----------------------------------------------------------------------------------------------------------------------------------
Total $658,000
------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Material's)
- ----------------------------------------------------------------------------------------------------------------------------------
Task No. Descriptions of Material(s) Amount
- ----------------------------------------------------------------------------------------------------------------------------------
1 to 14 None $0
- ----------------------------------------------------------------------------------------------------------------------------------
Total $0
------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------------
Miscellaneous Expenditures
- ----------------------------------------------------------------------------------------------------------------------------------
Task No. Descriptions of Expenditures Amount
- ----------------------------------------------------------------------------------------------------------------------------------
7 Freight and shipment $10,000
- ----------------------------------------------------------------------------------------------------------------------------------
7 Insurance and Warranty $10,000
- ----------------------------------------------------------------------------------------------------------------------------------
Total $20,000
------------------------------------------------------------
EXHIBIT C
GENERAL TERMS AND CONDITIONS
PLEASE NOTE: This page will not be included with the final Agreement. The
General Terms and Conditions will be included in the Agreement by reference to
Internet site: www.dgs.ca.gov/contracts choose Standard Language for use in
Standard Agreements or if this Agreement is with another State agency, choose
Interagency Agreement. The exact terms to be used will be those appearing on the
Web Site the date the Agreement is signed by Contractor.
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
1. AGREEMENT MANAGEMENT
A. The Contractor Project Manager may not be replaced without
Contract Manager's prior written approval. Such approval shall
not be unreasonably withheld. The Contractor Project Manager
is responsible for the day-to-day Project status, decisions
and communications with the Contract Manager.
B. The Energy Commission may change the Contract Manager by
notice given to Contractor at any time signed by the
Commission Contracts Officer. The Contract Manager is
responsible for the day-to-day Agreement status, decisions and
communications with the Contractor Project Manager. The
Contract Manager will review and approve all Project
deliverables, reports and invoices.
2. PERSONNEL, SUBCONTRACTORS, AND DISABLED VETERAN BUSINESS
ENTERPRISES (DVBEs)
A. Key Personnel
Contractor's Key Personnel may not be substituted without the
Contract Manager's prior written approval. Such approval shall
not be unreasonably withheld.
B. Key Subcontractors
Contractor's Key Subcontractors may not be substituted without the Contract
Manager's prior written approval. Such approval shall not be
unreasonably withheld.
C. Agreements with Subcontractors
If subcontractors are needed to perform any portion of this
Agreement, the following criteria must be met and Contractor
shall manage the performance of the subcontractors.
1) Nothing contained in this Agreement or otherwise, shall create any
contractual relationship between the State and any subcontractors, and
no subcontract shall relieve the Contractor of its responsibilities
and obligations hereunder. The Contractor agrees to be as fully
responsible to the State for the acts and omissions of its
subcontractors or persons either directly or indirectly employed by
any of them as it is for the acts and omissions of persons directly
employed by the Contractor. The Contractor's obligation to pay its
subcontractors is an independent obligation from the State's
obligation to make payments to the Contractor. As a result, the State
shall have no obligation to pay or to enforce the payment of any
monies to any subcontractor.
2) Contractor shall be responsible for establishing and maintaining
contractual agreements with and the reimbursement of each of the
subcontractors for work performed in accordance with the terms of this
Agreement. Contractor shall be responsible for scheduling and
assigning subcontractors to specific tasks in the manner described in
this Agreement, coordinating subcontractor accessibility to Energy
Commission staff, and submitting completed products to the Contract
Manager. Upon request by the Contract Manager, Contractor shall
provide with copies of all contractual agreements with key
subcontractors.
3) Contractors who are subcontracting with University of California may
use the terms and conditions negotiated by the Energy Commission with
University of California for their subcontracts. Contractors who are
subcontracting with DOE may use the terms and conditions negotiated by
the Energy Commission with DOE for their subcontracts.
4) Flowdown provisions that shall be included in subcontracts are listed
below. The language to include in each subcontract is detailed in
Exhibit H. This language is similar to the provisions in this
Agreement, but has been modified for use in subcontracts.
o Standard of Performance
o Recordkeeping, Cost Accounting & Auditing
o Audit
o Purchase of Equipment
o Rights of Parties Regarding Deliverables,
Data, and Intellectual Property
o Limitation on Disclosure of Information
o No Further Assignments
o Non-Discrimination
o Stop Work
o Termination
o Access to Sites and Records
o Conflict of Interest
o Legal Notice
o Survival
5) All subcontracts entered into pursuant to this Agreement shall be
subject to examination and audit by the Bureau of State Audits for a
period of three (3) years after final payment under the Agreement.
D. Additions, Removal, or Substitutions of Subcontractors
Any subcontractor change shall be subject to the following
conditions:
1) Contractor shall provide the Energy Commission with a
copy of its contracting policies and procedures for
selecting subcontractors. The Commission Contracts
Officer shall evaluate the Contractor's process to
determine if it is in substantial accord with the
State's process. The Commission Contracts Officer
will provide a written determination to the
Contractor. The Commission Contracts Officer will
retain this set of contracting policies and
procedures until the final audit of Project records.
2) If Contractor's process is acceptable, Contractor may
use its process to solicit and select subcontractors.
If, however, Contractor's process does not
substantially meet the State's requirements,
Contractor shall solicit a minimum of three (3) bids
or provide justification, in advance, to the
Commission Contracts Officer, as to why a competitive
process is not appropriate.
3) Thirty (30) days prior to using new policies and
procedures, the Contractor shall notify the
Commission Contracts Officer and provide a detailed,
written description of the changes. The Commission
Contracts Officer will provide a written
determination to the Contractor stating whether the
revised policies and procedures are still in
substantial accord with the State's process.
E. Disabled Veteran Business Enterprise (DVBE) Changes
The Contractor shall use the DVBE companies identified in this
Agreement. Contractor's failure to adhere to the DVBE
participation may be cause for termination. In the event a
replacement of a DVBE is necessary, the Contractor shall
request written approval, in advance, from the Contract
Manager and the Commission Contracts Officer. The procedure
for replacing any DVBE is:
1. Contractor shall inform Contract Manager and
Commission Contracts Officer in writing of the reason
for the DVBE replacement.
2. Contractor shall attempt to replace the DVBE with a
new DVBE providing the same services or identify
other services in the Agreement a new DVBE could
provide. Contractor shall complete revised DVBE
certification forms (provided by the Commission
Contracts Officer) identifying the new DVBE. If
replacement is not a DVBE, Contractor shall complete
steps in compliance with good faith efforts and
submit appropriate DVBE documentation to the
Commission Contracts Officer.
3. CHANGES TO THE AGREEMENT
A. Budget Reallocations
Contractor shall provide reasonable advance notification to
the Contract Manager of any anticipated budget reallocations.
Budget reallocations that do not substantially change the
Scope of Work will be made in the following manner. Contractor
may reallocate a task budget up to fifteen percent (15%) of
the original task amount, with prior written notification to
the Contract Manager. Reallocations of more than fifteen
percent (15%) of an original task budget require prior written
approval of the Contract Manager and the Energy Commission's
Program Team Lead. Contract Manager will notify the Contractor
Project Manager in writing of the approval within ten (10)
working days. The Contract Manager shall send approved changes
in a revised Exhibit B, Budget Attachment to the Commission
Contracts Officer.
B. Significant Changes
Significant changes to this Agreement must be approved at an
Energy Commission business meeting through a formal amendment.
Significant changes include, but are not limited to:
o change of Contractor's legal name
o change of Contractor
o changes in order to disencumber funds
o changes to Exhibit A that reasonably modify the purpose of the
Agreement
o changes to Exhibit A that extend the due dates beyond the term of the
Agreement
o changes to Exhibit B that increase the amount of the Agreement
o changes to Exhibit B that increase rates or fees
o reallocations to Exhibit B, Budget Attachment that substantially
change Exhibit A.
Contractor shall submit a request in writing to the Contract
Manager with a copy to the Commission Contracts Officer for
any significant change. The Contract Manager will notify the
Contractor Project Manager of the appropriate Energy
Commission action within ten (10) working days.
C. Non-Significant Changes
Changes that are not significant to the Agreement do not need
to be approved at an Energy Commission Business Meeting
through a formal amendment. These changes shall be documented
in a Letter of Agreement.
4. STANDARD OF PERFORMANCE
Contractor shall be responsible in the performance of
Contractor's/subcontractor's work under this Agreement for exercising
the degree of skill and care required by customarily accepted good
professional practices and procedures used in scientific and
engineering research fields. Any costs for failure to meet these
standards, or otherwise defective services, which require
re-performance, as directed by Contract Manager or its designee, shall
be borne in total by the Contractor/subcontractor and not the Energy
Commission. In the event the Contractor/subcontractor fails to perform
in accordance with the above standard the following will apply. Nothing
contained in this clause is intended to limit any of the rights or
remedies that the Energy Commission may have under law.
A. Contractor/subcontractor will re-perform, at its own expense,
any task that was not performed to the reasonable satisfaction
of the Contract Manager. Any work re-performed pursuant to
this clause shall be completed within the time limitations
originally set forth for the specific task involved.
Contractor/subcontractor shall work any overtime required to
meet the deadline for the task at no additional cost to the
Energy Commission.
B. The Contract Manager shall provide a new schedule for the
re-performance of any task pursuant to this clause in the
event that re-performance of a task within the original time
limitations is not feasible.
C. If the Contract Manager directs the Contractor not to
re-perform a task, the Contract Manager and Contractor Project
Manager shall negotiate a reasonable settlement for
satisfactory services rendered. No previous payment shall be
considered a waiver of the Energy Commission's right to
reimbursement.
D. The failure of a Project to achieve the technical or economic
goals stated in the Scope of Work is not a basis for the
Energy Commission to determine that the work is unacceptable,
unless the work conducted by the Contractor/subcontractor is
deemed by the Energy Commission to have failed the foregoing
standard of performance.
E. In the event that Contractor/subcontractor fails to perform in
accordance with the foregoing standard of performance, the
Contract Manager and the Contractor Project Manager shall seek
to negotiate in good faith an equitable resolution
satisfactory to both parties. If such a resolution cannot be
reached, the parties shall work through the Energy
Commission's dispute resolution process described in the
Disputes clause.
5. PERFORMANCE EVALUATION
Consistent with Public Contract Code Sections 10367 through 10371, the
Energy Commission shall, upon completion of this Agreement, prepare a
performance evaluation of the Contractor. Upon filing an unsatisfactory
evaluation with the Department of General Services, Office of Legal
Services (DGS) the Energy Commission shall notify and send a copy of
the evaluation to the Contractor within fifteen (15) days. The
Contractor shall have thirty (30) days to prepare and send statements
to the Energy Commission and DGS defending Contractor's performance.
The Contractor's statement shall be filed with the evaluation in the
Energy Commission's Contract file and with DGS for a period of
thirty-six (36) months and shall not be a public record.
6. REPORTS, DELIVERABLES, AND INFORMATION DISCLOSURE
A. Reports and Deliverables
1) All public reports and deliverables shall be
delivered to the Energy Commission Accounting Office
address listed in Exhibit F.
2) All confidential reports and deliverables shall be
delivered to the Contracts Officer listed in Exhibit
F in a sealed envelope marked "Confidential
Deliverable."
B. Legal and Copyright Notices
All documents prepared for this Agreement that will be
released to the public in hard copy, electronic, or Web Site
format including but not limited to reports, deliverables,
articles submitted for publication, and all reprints, shall
include the following:
LEGAL NOTICE
THIS REPORT WAS PREPARED AS A RESULT OF WORK
SPONSORED BY THE CALIFORNIA ENERGY COMMISSION (ENERGY
COMMISSION). IT DOES NOT NECESSARILY REPRESENT THE
VIEWS OF THE ENERGY COMMISSION, ITS EMPLOYEES, OR THE
STATE OF CALIFORNIA. THE ENERGY COMMISSION, THE STATE
OF CALIFORNIA, ITS EMPLOYEES, CONTRACTORS, AND
SUBCONTRACTORS MAKE NO WARRANTY, EXPRESS OR IMPLIED,
AND ASSUME NO LEGAL LIABILITY FOR THE INFORMATION IN
THIS REPORT; NOR DOES ANY PARTY REPRESENT THAT THE
USE OF THIS INFORMATION WILL NOT INFRINGE UPON
PRIVATELY OWNED RIGHTS. THIS REPORT HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE ENERGY COMMISSION NOR
HAS THE ENERGY COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION IN THIS REPORT.
COPYRIGHT NOTICE
(C)[YEAR OF FIRST PUBLICATION OF DELIVERABLE],
[THE COPYRIGHT HOLDER'S NAME]
ALL RIGHTS RESERVED.
C. Limitations on Contractor Disclosure of Agreement Information
1) Contractor must receive approval from the Contract Manager before
disclosing to any third party the contents of any draft deliverable or
report.
2) After any document submitted has become a part of the public records
of the State, Contractor may, if it wishes to do so at its own
expense, publish or utilize the document, and shall include the legal
and copyright notices required above.
3) In the event any public statement is made by the Energy Commission as
to the role of Contractor or the content of any deliverable or report,
the Contractor may, if it believes such statement to be incorrect,
state publicly what it believes is correct.
4) No record that is provided by the Energy Commission to Contractor for
Contractor's use in performing this Agreement and which has been
designated as Confidential Information, or is the subject of a pending
application for confidential designation, except as provided in Title
20, CCR section 2505 and following (and amendments), shall be
disclosed by Contractor, unless disclosure is ordered by a court of
competent jurisdiction (Title 20 CCR section 2507.). At the election
of the Contract Manager, the Contractor, its employees and any
subcontractor shall execute a confidentiality agreement, supplied by
the Contract Manager or Commission Contracts Officer.
5) Contractor acknowledges that each of its officers, employees, and
subcontractors who are involved in the performance of this Agreement
will be informed of these restrictions and be directed to abide by the
above terms.
D. Limitations on Energy Commission Disclosure of Information Contractor
Considers Confidential
1) Data provided to the Energy Commission by Contractor, which Data the
Energy Commission has not already designated as Confidential
Information and which Contractor seeks to have designated as
confidential, or is the subject of a pending application for
confidential designation, shall not be disclosed by the Energy
Commission except as provided in Title 20 CCR Sections 2506 and 2507
(and amendments), unless disclosure is ordered by a court of competent
jurisdiction.
2) It is the Energy Commission's intent to use and release Project
results such as deliverables and Data in a manner calculated to
further PIER while protecting proprietary or patentable interests of
the parties. Therefore, the Energy Commission agrees not to disclose
information that Contractor considers confidential, without first
providing a copy of the disclosure document for review and comment by
Contractor. Contractor shall have no less than ten (10) working days
for review and comment and, if appropriate, to make an application for
confidential designation pursuant to Title 20 CCR section 2505 (and
amendments) on some or all of the information. The Energy Commission
shall consider the comments of Contractor and use professional
judgment in revising the disclosure document accordingly.
7. PUBLIC HEARINGS
If public hearings on the Scope of Work are held during the period of
the Agreement, Contractor will make available to testify the personnel
assigned to this Agreement. The Energy Commission will reimburse
Contractor for compensation and travel of the personnel at the
Agreement rates for the testimony which the Energy Commission requests.
8. DISPUTES
In the event of a Contract dispute or grievance between Contractor and
the Energy Commission, both parties shall follow the procedure below.
Contractor shall continue with the responsibilities under this
Agreement during any dispute.
A. Commission Dispute Resolution
The Contractor shall first discuss the problem informally with
the Contract Manager. If the problem cannot be resolved at
this stage, the Contractor must direct the grievance together
with any evidence, in writing, to the Commission Contracts
Officer. The grievance must state the issues in the dispute,
the legal authority or other basis for the Contractor's
position and the remedy sought. The Commission Contracts
Officer and the Program Office Manager must make a
determination on the problem within ten (10) working days
after receipt of the written communication from the
Contractor. The Commission Contracts Officer shall respond in
writing to the Contractor, indicating a decision and
explanation for the decision. Should the Contractor disagree
with the Commission Contracts Officer's decision, the
Contractor may appeal to the second level.
The Contractor must prepare a letter indicating why the
Commission Contracts Officer's decision is unacceptable,
attaching to it the Contractor's original statement of the
dispute with supporting documents, along with a copy of the
Commission Contracts Officer's response. This letter shall be
sent to the Energy Commission's Executive Director within ten
(10) working days from receipt of the Commission Contracts
Officer's decision. The Executive Director or designee shall
meet with the Contractor to review the issues raised. A
written decision signed by the Executive Director or designee
shall be returned to the Contractor within twenty (20) working
days of receipt of the Contractor's letter. The Executive
Director may inform the Energy Commission of the decision at
an Energy Commission business meeting. Should the Contractor
disagree with the Executive Director's decision, the
Contractor may appeal to the Energy Commission at a regularly
scheduled business meeting. Contractor will be provided with
the current procedures for placing the appeal on an Energy
Commission business meeting agenda.
B. Binding Arbitration
Should the Energy Commission's Dispute Resolution procedure
above fail to resolve an Agreement dispute or grievance to the
satisfaction of either party, the Contractor and Energy
Commission mutually may elect to have the dispute or grievance
resolved through binding arbitration. If one party does not
agree, the matter shall not be submitted to arbitration. The
arbitration proceeding shall take place in Sacramento County,
California, and shall be governed by the commercial
arbitration rules of the American Arbitration Association
(AAA) in effect on the date the arbitration is initiated. The
dispute or grievance shall be resolved by one (1) arbitrator
who is an expert in the particular field of the dispute or
grievance. The arbitrator shall be selected in accordance with
the AAA commercial arbitration rules. If arbitration is
mutually decided by the parties, arbitration is in lieu of any
court action and the decision rendered by the arbitrator shall
be final and may not be appealed to a court through the civil
process). However, judgment may be entered upon the
arbitrator's decision and is enforceable in accordance with
the applicable law in any court having jurisdiction over this
Agreement. The demand for arbitration shall be made no later
six (6) months after the date of the Agreement's termination,
despite when the dispute or grievance arose, and despite the
applicable statute of limitations for a suit based on the
dispute or grievance. If the parties do not mutually agree to
arbitration, the parties agree that the sole forum to resolve
a dispute is California state court.
The cost of arbitration shall be borne by the parties as
follows:
1) The AAA's administrative fees shall be borne equally by the parties;
2) The expense of a stenographer shall be born by the party requesting a
stenographic record;
3) Witness expenses for either side shall be paid by the party producing the
witness;
4) Each party shall bear the cost of its own travel expenses;
5) All other expenses shall be borne equally by the parties, unless the
arbitrator apportions or assesses the expenses otherwise as part of the
award.
At the option of the parties, any or all of these arbitration
costs may be deducted from any balance of Agreement funds.
Both parties must agree, in writing, to utilize Agreement
funds to pay for arbitration costs.
9. TERMINATION
A. Purpose
The parties agree that because the Energy Commission is a
state entity and contracts on behalf of all Californian
ratepayers, it is necessary for the Energy Commission to be
able to terminate, at once, upon the default of Contractor and
to proceed with the work required under the Agreement in any
manner the Energy Commission deems proper. Contractor
specifically acknowledges that the termination of the
Agreement by the Energy Commission under the terms set forth
below is an essential term of the Agreement, without which the
Energy Commission would not enter into the Agreement.
Contractor further agrees that upon any of the events
triggering the termination of the Agreement by the Energy
Commission, the Energy Commission has the right to terminate
the Agreement, and it would constitute bad faith of the
Contractor to interfere with the immediate termination of the
Agreement by the Energy Commission.
B. Breach
The Energy Commission shall provide the Contractor written
notice of intent to terminate due to Contractor's breach.
Contractor will have fifteen (15) calendar days to fully
perform or cure the breach. In the event Contractor does not
cure the breach within fifteen (15) days, the Energy
Commission may, without prejudice to any of its other
remedies, terminate this Agreement upon five (5) calendar days
written notice to Contractor. In such event, Energy Commission
shall pay Contractor only the reasonable value of the
satisfactorily performed services rendered by Contractor
before the notice of termination, as may be agreed upon by the
parties or determined by a court of law, but not in excess of
the Agreement maximum payable.
C. For Cause
The Energy Commission may, for cause, and at its option,
terminate this Agreement upon giving thirty (30) calendar days
advance written notice to Contractor. In such event,
Contractor agrees to use all reasonable efforts to mitigate
its expenses and obligations. Energy Commission will pay
Contractor for services rendered and expenses incurred within
thirty (30) days after notice of termination which could not
by reasonable efforts of Contractor have been avoided, but not
in excess of Agreement maximum payable. Contractor agrees to
relinquish possession of equipment purchased for this
Agreement with Energy Commission funds to Energy Commission,
or Contractor may, with approval of Energy Commission,
purchase the equipment as provided by the terms of this
Agreement.
The term "for cause" includes, but is not limited to, the following reasons:
o Partial or complete loss of Match Funds;
o Reorganization to a business entity unsatisfactory to the Energy
Commission;
o Retention or hiring of subcontractors, or replacement or addition of
Key Personnel that fail to perform to the standards and requirements
of this Agreement;
o Failure to utilize the DVBE subcontractors/vendors in Contractor's
proposal;
o Contractor is not able to pay its debts as they become due and/or
Contractor is in default of an obligation that impacts Contractor's
ability to perform under this Agreement;
o Significant change in State or Energy Commission policy such that the
work or product being funded would not be supported by the Energy
Commission; or
o In the case of a technical support Agreement, changes in Energy
Commission staff such that Energy Commission staff can do the work or
product being funded.
10. WAIVER
No waiver of any breach of this Agreement shall be held to be a waiver
of any other or subsequent breach. All remedies afforded in this
Agreement shall be taken and construed as cumulative, that is, in
addition to every other remedy provided therein or by law. The failure
of the Energy Commission to enforce at any time any of the provisions
of this Agreement, or to require at any time performance by Contractor
of any of the provisions, shall in no way be construed to be a waiver
of those provisions, nor in any way affect the validity of this
Agreement or any part of it or the right of the Energy Commission to
thereafter enforce each and every such provision.
11. CAPTIONS
The clause headings appearing in this Agreement have been inserted for
the purpose of convenience and ready reference and do not define,
limit, or extend the scope or intent of the clauses.
12. PRIOR DEALINGS, CUSTOM OR TRADE USAGE
In no event shall any prior course of dealing, custom or trade usage
modify, alter, or supplement any of these terms.
13. NOTICE
Legal notice must be given using any of the following delivery methods:
U.S. Mail, overnight mail, or personal delivery, providing evidence of
receipt to the person identified in Exhibit F of this Agreement for
legal notices. Delivery by fax or e-mail is not considered legal notice
for the purpose of this paragraph. This paragraph is not intended to
apply to normal, daily communication between the parties related to
progress of the work. This paragraph applies to situations where notice
is required to be given by this Agreement or the parties are asserting
their legal rights and remedies.
Notice shall be effective when received, unless a legal holiday for the
State commences on the date of the attempted delivery. In which case,
the effective date shall be postponed until the next business day.
14. STOP WORK
The Commission Contracts Officer may, at any time, by written notice to
Contractor, require Contractor to stop all or any part of the work
tasks in this Agreement. Stop work orders may be issued for reasons
such as a Project exceeding budget, standard of performance, out of
scope work, delay in Project schedule, misrepresentations and the like.
A. Compliance. Upon receipt of such stop work order, Contractor
shall immediately take all necessary steps to comply therewith
and to minimize the incurrence of costs allocable to work
stopped.
B. Equitable Adjustment. An equitable adjustment shall be made by
Energy Commission based upon a written request by Contractor.
Such adjustment request must be made by Contractor within
thirty (30) days from the date of the stop work order.
C. Canceling a Stop Work Order. Contractor shall resume the work
only upon receipt of written instructions from the Commission
Contracts Officer.
15. RIGHTS OF PARTIES REGARDING DELIVERABLES, DATA, AND INTELLECTUAL PROPERTY
A. Energy Commission's Rights in Deliverables
Deliverables and reports specified for delivery to the Energy
Commission under this Agreement shall become the property of
the Energy Commission. The Energy Commission may use, publish,
and reproduce the deliverables and reports subject to the
provisions of the Reports clause, "Limitations on Energy
Commission Disclosure of Information."
B. Rights in Technical, Generated, and Deliverable Data
1) Contractor's Rights
All Data (Technical, Generated and Deliverable Data)
produced under this Agreement shall be the property
of the Contractor, limited by the license retained by
the Energy Commission in 2) below, and the rights the
Energy Commission has in deliverables specified above
in Clause A.
2) Energy Commission's Rights
Contractor shall provide the Contract Manager and any
designated reviewer(s) with a copy of all Technical,
Generated and Deliverable Data produced under the
Agreement, when requested. Contractor is not required
to copy and submit Data the Contract Manager has
identified as being unusable to the Energy Commission
and the PIER program such as raw data that is too
disaggregated or voluminous for practical
application. Such Data shall be retained at the
Contractor's facility for inspection, review and
possible copying by the Contract Manager for a
minimum of three (3) years after final payment unless
a longer period of records retention is stipulated.
Upon request by Contract Manager, Contractor shall
provide the Contract Manager and any designated
reviewer(s) access to review Technical and Generated
Data produced in the course of this Agreement that is
not requested to be delivered to the Energy
Commission.
For all Data (Technical, Generated and Deliverable)
produced under this Agreement, the Energy Commission
retains a no-cost, non-exclusive, non-transferable,
irrevocable, royalty-free, worldwide, perpetual
license to use, publish, translate, produce and to
authorize others to produce, translate, publish and
use the Data, subject to the provisions of the
Reports clause "Limitation on Energy Commission
Disclosure of Information."
C. Exclusive Remedy
In the event the Energy Commission intends to publish or has
disclosed Data the Contractor considers confidential, the
Contractor's exclusive remedy is a civil court action for
injunctive relief. Such court action shall be filed in
Sacramento County, California.
D. Waiver of Consequential Damages
IN NO EVENT WILL THE ENERGY COMMISSION BE LIABLE FOR ANY
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED ON BREACH
OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR
ANY OTHER LEGAL THEORY FOR THE DISCLOSURE OF CONFIDENTIAL
INFORMATION OR INFORMATION CONTRACTOR CONSIDERS CONFIDENTIAL,
EVEN IF THE ENERGY COMMISSION HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. DAMAGES THAT THE ENERGY COMMISSION
WILL NOT BE RESPONSIBLE FOR INCLUDE, BUT ARE NOT LIMITED TO,
LOSS OF PROFIT; LOSS OF SAVINGS OR REVENUE; LOSS OF GOODWILL;
LOSS OF USE OF THE PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST
OF CAPITAL; COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES, OR
SERVICES; DOWNTIME; THE CLAIMS OF THIRD PARTIES INCLUDING
CUSTOMERS; AND INJURY TO PROPERTY.
E. Proprietary Data
Proprietary Data owned by the Contractor shall remain with the
Contractor throughout the term of this Agreement and
thereafter. The extent of Energy Commission's access to the
same and the testimony available regarding the same shall be
limited to that reasonably necessary to demonstrate, in a
scientific manner to the satisfaction of scientific persons,
the validity of any premise, postulate or conclusion referred
to or expressed in any deliverable or to establish a baseline
for repayment purposes. Upon request by Contract Manager,
Contractor shall provide the Contract Manager and any
designated reviewer(s) access to review Contractor's
Proprietary Data produced in the course of this Agreement that
is not requested to be delivered to the Energy Commission. The
Energy Commission shall not disclose any Contractor
Proprietary Data accessed or reviewed to any third party.
F. Preservation of Data
Any Data that is reserved to the Contractor by the express
terms hereof, and Proprietary Data and Trade Secrets that have
been utilized to support any premise, postulate or conclusion
referred to or expressed in any deliverable hereunder, shall
be preserved by the Contractor at the Contractor's own expense
for a minimum of three (3) years after final payment, unless a
longer period of records retention is stipulated.
G. Destruction of Data
Before the expiration of three (3) years or the stipulated
records retention period and before changing the form of or
destroying any Data (including Technical, Generated,
Deliverable and Proprietary) or Trade Secrets, the Contractor
shall notify Energy Commission of any such contemplated action
and Energy Commission may, within thirty (30) days after said
notification, determine whether it desires said Data to be
further preserved. If Energy Commission so elects, the expense
of further preserving said Data shall be paid for by the
Energy Commission. Contractor agrees that Energy Commission
may at its own expense, have reasonable access to said Data
throughout the time during which said Data is preserved.
Contractor agrees to use its best efforts to identify
competent witnesses to testify in any court of law regarding
said Data or, at Energy Commission's expense, to furnish such
competent witnesses.
H. Patent Rights
Patent rights for Subject Inventions will be the property of
Contractor, subject to the Energy Commission retaining a
no-cost, nonexclusive, nontransferable, irrevocable,
royalty-free, worldwide perpetual license to use or have
practiced for or on behalf of the State of California the
Subject Invention(s) for governmental purposes. Contractor
must obtain agreements to effectuate this clause with all
persons or entities, except for the U.S. Department of Energy
(DOE), obtaining ownership interest in the patented Subject
Invention(s). Previously documented (whether patented or
unpatented under the patent laws of the United States of
America or any foreign country) inventions are exempt from
this sub clause.
I. March-In Rights
The Contractor shall forfeit and assign to the Energy
Commission, at the Energy Commission's request, all rights to
a Subject Invention if either: 1) Contractor fails to apply
for a patent on Subject Inventions(s) developed under this
Agreement within six (6) months of conceiving or first
actually reducing the technology to practice, or, 2)
Contractor or assignee has not taken, or is not expected to
take within a reasonable time, effective steps to achieve
practical application of the Subject Invention. In this event,
the Contractor agrees to relinquish all rights, subject to DOE
reserved rights, to the Subject Invention to the Energy
Commission. The Energy Commission will have the unfettered
right to use and/or dispose of the rights in whatever manner
it deems most suitable to help transfer the Technology into
the market place, including but not limited to, seeking patent
protection, or licensing the Subject Invention.
J. Energy Commission's Rights to Invention
Contractor and all persons and/or entities obtaining an
ownership interest in Subject Invention(s) shall include
within the specification of any United States patent
application, and any patent issuing thereon covering a Subject
Invention, the following statement:
THIS INVENTION WAS MADE WITH STATE OF CALIFORNIA SUPPORT UNDER
CALIFORNIA ENERGY COMMISSION AGREEMENT NUMBER 500-04-009. THE
ENERGY COMMISSION HAS CERTAIN RIGHTS TO THIS INVENTION.
K. Energy Commission's Interest in Inventions
If Contractor or any subcontractor perfects a patent
application on any Subject Invention, Contractor shall notify
the Commission Contract Manager and Energy Commission
Contracts Officer. Energy Commission Contracts Officer will
complete and file a Uniform Commercial Code (UCC.1) Financing
Statement with the Secretary of State's Office.
L. Copyrights
1) Copyrightable work first produced under this
Agreement shall be owned by the Contractor, limited
by the license granted to the Energy Commission in 2)
below.
2) Contractor agrees to grant the Energy Commission a
royalty-free, no-cost, nonexclusive, irrevocable,
nontransferable, worldwide, perpetual license to
produce, translate, publish, use and dispose of, and
to authorize others to produce, translate, publish,
use and dispose of all copyrightable work first
produced or composed in the performance of this
Agreement.
3) Contractor will apply copyright notices to all
documents prepared for this Agreement that will be
released to the public including reports,
deliverables, articles submitted for publication, and
all reprints, using the following form or such other
form as may be reasonably specified by Energy
Commission.
(C)[YEAR OF FIRST PUBLICATION
OF DELIVERABLE], [THE
COPYRIGHT HOLDER'S NAME].
ALL RIGHTS RESERVED.
4) Software
In the event software is developed that is not a
deliverable under the Agreement, Contractor shall
have the right to copyright and/or patent such
software and grants the Energy Commission a
royalty-free, no-cost, non-exclusive, irrevocable,
non-transferable, worldwide, perpetual license to
produce and use the software, its derivatives and
upgrades for governmental purposes.
M. Intellectual Property Indemnity
Contractor warrants that Contractor will not, in supplying
work under this Agreement's Scope of Work, knowingly infringe
or misappropriate any intellectual property right of a third
party, and that it will conduct a reasonable investigation of
the intellectual property rights of third parties to avoid
such infringement. Contractor will defend and indemnify Energy
Commission 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) to the extent arising out of: (i) any third
party claim that a deliverable infringes any patent,
copyright, trade secret or other intellectual property right
of any third party, or (ii) any third party claim arising out
of the negligent or other tortious act(s) or omission(s) by
the Contractor, its employees, subcontractors or agents, in
connection with or related to the deliverables or the
Contractor's performance thereof under this Agreement.
16. PURCHASE OF EQUIPMENT
A. Equipment identified in this Agreement is approved
for purchase.
B. Equipment not identified in this Agreement shall be
subject to prior written approval from the Contract
Manager.
C. All equipment purchased with Energy Commission funds
is subject to the following terms and conditions:
1) The Commission Contracts Officer will complete and
file a Uniform Commercial Code (UCC.1) Financing
Statement with the Secretary of State's Office.
Invoices for equipment purchases associated with a
UCC.1 will not be processed until the UCC.1 has been
filed with the Secretary of State's Office.
2) Title to all non-expendable equipment purchased in
part or in whole with Energy Commission funds shall
remain with the Energy Commission.
3) Contractor shall assume all risk for maintenance,
repair, destruction and damage to equipment while in
the possession or subject to the control of
Contractor. Contractor is not expected to repair or
replace equipment that is intended to undergo
significant modification or testing to the point of
damage/destruction as part of the work described in
Exhibit A, Scope of Work.
D. Upon termination or completion of this Agreement, Energy Commission may:
1) if requested by the Contractor, authorize the
continued use of such equipment to further energy
research in the public interest;
2) by mutual agreement with the Contractor, allow the
Contractor to purchase such equipment for an amount
not to exceed the residual value of the equipment as
of the date of termination or completion of this
Agreement; or,
3) request that such equipment be delivered to the
Energy Commission with any costs incurred for such
return to be borne by the Energy Commission.
17. BUSINESS ACTIVITY REPORTING
A. Contractor shall promptly notify the Contract Manager of the occurrence of
any of the following:
1) A change of address.
2) A change in the business name or ownership.
3) The existence of any litigation or other legal proceeding affecting
this Agreement.
4) The occurrence of any casualty or other loss to Project personnel,
equipment or third parties.
5) Contractor's receipt of notice of any claim or potential claim against
Contractor for patent, copyright, trademark, service mark and/or trade
secret infringement that could affect the Energy Commission's rights.
B. Contractor shall not change or reorganize the type of business entity under
which it does business except upon prior written notification to the Energy
Commission. A change of business entity or name change requires an
amendment assigning or novating the Agreement to the changed entity. In the
event the Energy Commission is not satisfied that the new entity can
perform as the original Contractor, the Energy Commission may terminate
this Agreement as provided in the Termination clause.
18. REVIEW AND NOTICE OF CONFLICTING TERMS
Contractor warrants and attests that it has conducted a detailed review of
the terms and conditions of its existing related third-party agreements and
has identified all known or reasonably foreseeable conflicts with this
Agreement's terms and conditions and has disclosed the conflicts in writing
to the Energy Commission prior to executing this Agreement. In the event
further conflicts are identified, Contractor and Energy Commission agree
that these conflicts shall be addressed using the procedure described in
the Disputes clause. Nothing in this Agreement is intended to nullify or
obviate any prior third-party agreements executed by Contractor. However,
the Energy Commission may terminate this Agreement if the conflict impairs
or diminishes the value of this Agreement.
19. ACCESS TO SITES AND RECORDS
The Energy Commission staff or its representatives shall have
reasonable access to all Project sites and to all records related to
this Agreement.
20. ASSURANCES
The Energy Commission reserves the right to seek further written
assurances from the Contractor and its team that the work of the
Project under the Agreement will be performed consistent with the terms
of the Agreement.
21. SURVIVAL
It is understood and agreed that certain Agreement clauses shall
survive the completion or termination of this Agreement for any reason.
The Agreement clauses include, but are not limited to:
o Recordkeeping, Cost Accounting and Auditing
o Indemnification
o Disputes
o Termination
o Rights of Parties Regarding Deliverables, Data, and Intellectual
Property
o Purchase of Equipment
o Business Activity Reporting
o Access to Sites and Records
o Royalty Payments to Energy Commission
22. INTERPRETATION OF TERMS
This Agreement shall be conducted in accordance with the terms and
conditions of the solicitation, if applicable. The Contractor's
proposal is not attached, but is expressly incorporated by reference
into this Agreement. In the event of conflict or inconsistency between
the terms of this Agreement and the solicitation or proposal, this
Agreement shall be considered controlling.
EXHIBIT E
ADDITIONAL PROVISIONS
The following clauses may or may not be included in Agreement, Contracts Officer
to decide when developing this Exhibit if any of the following clauses apply to
the specific Scope of Work or if an additional clause or term is needed.
1. CONFIDENTIALITY
A. Information Considered Confidential
All Contractor information considered confidential at the
commencement of this Agreement is designated in the Attachment
to this Exhibit.
B. Confidential Deliverables: Labeling and Submitting Confidential Information
Prior to the commencement of this Agreement, the parties have
identified in the Attachment to this Exhibit, specific
Confidential Information to be provided as a deliverable. All
such confidential deliverables shall be marked, by the
Contractor, as "Confidential" on each page of the document
containing the Confidential Information and presented in a
sealed package to the Commission Contracts Officer.
(Non-confidential deliverables are submitted to the Contract
Manager.) All Confidential Information will be contained in
the "confidential" volume: no Confidential Information will be
in the "public" volume.
C. Submittal of Unanticipated Confidential Information as a Deliverable
The Contractor and the Energy Commission agree that during
this Agreement, it is possible that the Contractor may develop
additional data or information not originally anticipated as a
confidential deliverable. In this case, Contractor shall
follow the procedures for a request for designation of
Confidential Information specified in 20 CCR 2505. The Energy
Commission's Executive Director makes the determination of
confidentiality. Such subsequent determinations may be added
to the list of confidential deliverables in the Attachment to
this Exhibit.
D. Disclosure of Confidential Information
Disclosure of Confidential Information by the Energy
Commission may only be made pursuant to 20 CCR 2506 and 2507.
All confidential data, records or deliverables that are
legally disclosed by the Contractor or any other entity become
public records and are no longer subject to the above
confidentiality designation.
2. INTELLECTUAL PROPERTY ITEMS DEVELOPED PRIOR TO THIS AGREEMENT
A. Intellectual property information is designated in the
Attachment to this Exhibit.
B. The Energy Commission makes no claim to intellectual property
that existed prior to this Agreement and was developed without
Energy Commission funding.
C. The Contractor gives notice that the items listed in the
Attachment to this Exhibit have been developed without Energy
Commission funding and prior to the start of this Agreement.
This list represents a brief description of the prior
developed intellectual property. A detailed description of the
intellectual property, as it exists on the effective date of
this Agreement, may be necessary if Energy Commission funds
are used to further develop the listed intellectual property.
This information will assist the parties to make an informed
decision regarding intellectual property rights and possible
repayment obligations.
3. ROYALTY PAYMENTS TO ENERGY COMMISSION
In consideration of Energy Commission providing funding to Contractor,
Contractor agrees to pay Energy Commission royalties under the
following terms and conditions.
A. Contractor agrees to pay Energy Commission a royalty of one
and one-half percent (1.5%) of the Sale Price on Sales of all
Project-Related Products and Rights that the Contractor
receives.
B. Contractor's obligation to make payments to Energy Commission
shall commence from the date Project-Related Products and
Rights are first sold and shall extend for a period of fifteen
(15) years thereafter. Payments are payable in annual
installments and are due the first day of March in the
calendar year immediately following the year during which
Contractor receives Gross Revenues.
C. Early Buyout. Contractor has the option of paying its royalty
obligations to Energy Commission without a pre-payment
penalty, provided Contractor makes the royalty payment within
two (2) years from the date at which royalties are first due
to the Energy Commission. Royalty payment must be in a lump
sum amount equal to two (2) times the amount of funds drawn
down on the Agreement.
D. Contractor agrees not to make any Sale, license, lease, gift
or other transfer of any Project-Related Products and Rights
with the intent of, or for the purpose of, depriving Energy
Commission of royalties hereunder. Generally, this means that
Contractor will not make any Sale, license, lease or other
transfer of Project-Related Products and Rights for
consideration other than fair market value. Further,
Contractor agrees that such activity constitutes breach of
this Agreement and that Contractor agrees to repay within
sixty (60) days the amount due under C above (Early Buyout).
E. Contractor acknowledges that a late payment of royalties owed
to the Energy Commission will cause the Energy Commission to
incur costs not contemplated by the parties. If a royalty
payment is not paid when due, Contractor agrees to pay the
Energy Commission a late fee equal to two percent (2%) of the
payment due. Additionally, Contractor agrees that royalty
payments not paid within fifteen (15) days of the due date
shall thereupon become debt obligations of Contractor to the
Energy Commission, due upon demand and bearing interest at the
maximum interest rate allowed by law.
F. Contractor shall maintain separate accounts within its
financial and other records for purposes of tracking
components of Sales and royalties due to Energy Commission
under this Agreement.
G. Payments to Energy Commission are subject to audit as provided
for under the Recordkeeping, Cost Accounting and Auditing
clause.
H. In the event of default hereunder, Energy Commission shall be
free to exercise all rights and remedies available to it
herein, and under law and at equity. The Contractor's failure
to pay when due, any amount due and payable shall cause
default under this Agreement.
4. CONFLICT OF INTEREST
A. Contractor agrees to continuously review new and upcoming
Projects in which members of the Contractor team may be
involved for potential conflicts of interest. Contractor shall
report its findings in its progress report.
B. Contractor shall submit a completed Fair Political Practices
Commission Form 700, "Statement of Economic Interests" for
each consultant directed by the Contract Manager, in
consultation with the Energy Commission's Chief Counsel's
Office to file a statement.
C. No person, firm, or subsidiary thereof who has been awarded a
consulting services agreement may submit a bid for, nor be
awarded an agreement for, the provision of services,
procurement of goods or supplies, or any other related action
which is required, suggested, or otherwise deemed appropriate
in the end product of the consulting services agreement. This
does not apply to any person, firm, or subsidiary thereof who
is awarded a subcontract of a consulting services agreement
which amounts to no more than ten percent (10%) of the total
monetary value of the consulting services agreement.
ATTACHMENT 1
EXHIBIT E
CONFIDENTIAL DELIVERABLES AND PRE-EXISTING
INTELLECTUAL PROPERTY LISTS
PART I: CONFIDENTIAL DELIVERABLES
Pursuant to 20 California Code of Regulations section 2505(c)(2)(B), the Energy
Commission designates the following as confidential.
X No Confidential Deliverables,
OR
Confidential Deliverables:
PART II: PRE-EXISTING INTELLECTUAL PROPERTY
Contractor has identified the following intellectual property as pre-existing
the effective date of this Agreement and is required for performance of this
Agreement but is not a deliverable.
No Pre-existing Intellectual Property
OR
Pre-existing Intellectual Property (Please insert "none" in the types
that do not apply):
PATENTS ISSUED
- --------------------------- --------------- --------------- ------------ ----------- ------------- -----------------------
Title Patent Number Inventor/ File Date Issue/ Country Description
Assignee Grant Date
(Owner)
- --------------------------- --------------- --------------- ------------ ----------- ------------- -----------------------
Flywheel System with 6,347,925 Beacon Power 6/29/00 2/19/02 USA Self-contained vacuum
Parallel Pumping Corp. maintenance system
Arrangement
- --------------------------- --------------- --------------- ------------ ----------- ------------- -----------------------
Multiple Flywheel Energy 6,614,132 Beacon Power 11/30/01 9/2/03 USA Masterless
Storage System Corp. paralleling of
flywheel outputs
- --------------------------- --------------- --------------- ------------ ----------- ------------- -----------------------
Heat Energy Dissipation 6,675,872 Beacon Power 9/12/02 1/13/04 USA Heat-pipe cooling of
Device for a FESS Corp. a flywheel
- --------------------------- --------------- --------------- ------------ ----------- ------------- -----------------------
Permanent Magnet Motor 6,741,007 Beacon Power 1/30/03 5/25/04 USA Motor assembly in
Assembly Having a Device Corp. which a shield covers
and Method of Reducing the magnet,
Parasitic Losses preventing the
magnetic flux lines
from impacting the
stator
- --------------------------- --------------- --------------- ------------ ----------- ------------- -----------------------
Dual Stiffness Bearing 6,747,378 Beacon Power 2/20/03 6/8/04 USA Bearing system
Damping System Corp. comprising flexible
dampers and rigid
bumpers
- --------------------------- --------------- --------------- ------------ ----------- ------------- -----------------------
PATENT APPLICATIONS
- ------------------------------------ ----------------- ------------------------------------------------------------------
Title File Date Public Description (2-3 sentences)
- ------------------------------------ ----------------- ------------------------------------------------------------------
- ------------------------------------ ----------------- ------------------------------------------------------------------
Device for cooling a bearing; 2/13/03 Flexible device for conduction cooling of
a ball bearing assembly flywheel energy storage system using such a bearing
cooling device and methods related thereto
- ------------------------------------ ----------------- ------------------------------------------------------------------
- ------------------------------------ ----------------- ------------------------------------------------------------------
Repulsive lift systems, flywheel 3/20/03 A method for passively-repulsively
lifting a rotor assembly of a energy storage systems utilizing flywheel energy
storage system such systems and methods related thereto
- ------------------------------------ ----------------- ------------------------------------------------------------------
- ------------------------------------ ----------------- ------------------------------------------------------------------
Mesh bearing damper for an energy 5/30/02 A fluid-free mesh-bearing damper for a
flywheel energy storage storage rotor device.
- ------------------------------------ ----------------- ------------------------------------------------------------------
- ------------------------------------ ----------------- ------------------------------------------------------------------
Composite flywheel rim with 3/13/03 A composite rim including multiple
fiber-based, co-mingled co-mingled fiber layers and layers, wherein the strength
and/or stiffness of the layers methods for manufacturing same increases from the
innermost layer of the rim to the outermost
layer.
- ------------------------------------ ----------------- ------------------------------------------------------------------
- ------------------------------------ ----------------- ------------------------------------------------------------------
Crash management system for 4/3/03 System designed to leave the rim intact and capable of safely
implementation in flywheel systems remaining spinning even after one or more FESS component
failures have occurred.
- ------------------------------------ ----------------- ------------------------------------------------------------------
- ------------------------------------ ----------------- ------------------------------------------------------------------
Flexible bearing damping system, 3/13/03 A bearing damping system for damping vibrations and conducting
energy storage system using such a heat from vibration-producing, heat-generating devices.
system, and a method related
thereto
- ------------------------------------ ----------------- ------------------------------------------------------------------
- ------------------------------------ ----------------- ------------------------------------------------------------------
Methods, systems, and apparatus 8/15/03 A method for regulating, more particularly the fine tune
for regulating frequency of regulation, of AC frequency of the electrical power supplied on
generated power using flywheel an electrical distribution system or grid.
energy storage systems with
varying load and/or power
generation
- ------------------------------------ ----------------- ------------------------------------------------------------------
- ------------------------------------ ----------------- ------------------------------------------------------------------
A power converter for integration 5/28/03 A system of photovoltaic panels with integral DC to DC
in a solar panel and systems converters with outputs connected to a common, regulated DC bus.
related thereto
- ------------------------------------ ----------------- ------------------------------------------------------------------
TRADE SECRETS
- ------------------------------------ ---------------------------------------------------------------------------------
Title Public Description (2-3 sentences)
- ------------------------------------ ---------------------------------------------------------------------------------
- ------------------------------------ ---------------------------------------------------------------------------------
Rim mounting method Method for attaching a fiber-composite rim to an aluminum hub with interference.
- ------------------------------------ ---------------------------------------------------------------------------------
- ------------------------------------ ---------------------------------------------------------------------------------
Matrix formulation Specific chemical components of the epoxy matrix for the
fiber-composite rims.
- ------------------------------------ ---------------------------------------------------------------------------------
- ------------------------------------ ---------------------------------------------------------------------------------
Composite hub Design and fabrication of a hub made of fiber-composite material.
- ------------------------------------ ---------------------------------------------------------------------------------
- ------------------------------------ ---------------------------------------------------------------------------------
Touchdown bearing system System for catching a
magnetically-suspended flywheel in case of
a bearing system failure.
- ------------------------------------ ---------------------------------------------------------------------------------
- ------------------------------------ ---------------------------------------------------------------------------------
Run-out sensor Non-contact method of sensing the position of the flywheel.
- ------------------------------------ ---------------------------------------------------------------------------------
COPYRIGHTS
- ---------------- --------------- -------------- ------------ ---------- ------------- -----------------------
Title Copyright Owner File Date Issue/ Country Description
Number Grant
Date
- ---------------- --------------- -------------- ------------ ---------- ------------- -----------------------
- ---------------- --------------- -------------- ------------ ---------- ------------- -----------------------
N.A.
- ---------------- --------------- -------------- ------------ ---------- ------------- -----------------------
Trademarks
- ------------------- -------------- ---------------------- ---------- ------------- ------------ ----------------------------
Title Copyright Owner File Date Issue/ Country Description
Number Grant Date
- ------------------- -------------- ---------------------- ---------- ------------- ------------ ----------------------------
- ------------------- -------------- ---------------------- ---------- ------------- ------------ ----------------------------
Beacon Power 2682335 Beacon Power Corp 9/21/00 2/4/03 USA Beacon Power
- ------------------- -------------- ---------------------- ---------- ------------- ------------ ----------------------------
Disclosure Memos
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
TitlDisclosure Date Memo Number, if Public Description (2-3 sentences)
applicable
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Hub: Lantern 3/12/1999 99-001 Metal symmetrical lantern-shaped hub.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Hub: Bell 3/12/1999 99-001 Metal symmetrical bell-shaped hub.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Hub: Filament Wound Mid 1997 99-002 Composite hub filament-wound on a mandrel.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Hub: Stiff Spool 4/20/2001 01-002 Attach a composite rim to shaft with a spool shaped hub
of sufficient stiffness to prevent rotor natural
frequency from being within the operating range.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Hub: Stiff Wave 4/20/01 01-003 Attach a composite rim to shaft with a wave shaped hub
of sufficient stiffness to prevent rotor natural
frequency from being within the operating range.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: Integral Woven 06/06/2000 00-011 Extend radial reinforcements of a composite rim into hub.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: High-glass Press Fit 6/21/2000 00-013 Rim with multiple composite layers with varying
properties.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: Steel Wound 8/10/2000 00-014 Rim wound with steel wire.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: Thermoplastic Wide Tape 4/08/2001 01-007 Rim made with a pre-preg thermoplastic tape.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: Hybrid Composite 4/08/2001 01-008 Rim with multiple composite layers with various
materials including steel.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: 6 kWh version 10/12/2000 01-010 Improvement to a pending patent to allow rim to store 6
kWh of energy.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: Vapor Barrier 9/04/2001 01-011 Apply a barrier to the rim to prevent/ control
outgassing.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: Liquid Thermoplastic 12/09/2002 02-012 Use a new liquid thermoplastic precursor to create a rim
Wound using heated filament winding methods.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Rim: Liquid Thermoplastic 12/09/2002 02-013 Dry filament wind and RTM a rim.
Infusion
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Vacuum: Feed-Thru/ Connector 7/2000 00-012 Low cost waterproof Glass to Metal feed-through and
connector system.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Vacuum: Getter Pump Control 6/21/2001 02-001 Replace timed getter pump activation with automatic
Algorithm cycles that are triggered based on performance measures.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Repulsive Radial 3/09/1999 99-008 Permanent magnets arranged in such a manner as to
repulse each other radially.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Custom Outer-Race 3/09/1999 00-008 Outer race of the rolling element bearing designed to
improve the heat transfer rate of the bearing.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Touch-Down Bearing 5/05/2000 00-010 Method to reduce the operational clearance of back-up
bearings used with active radial magnetic bearings.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Bore Magnetic 6/21/2001 01-009 Magnetically couple the shaft to the rim using alignment
Coupling/ Suspension. magnets at the top and bottom of the rim.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Quill System 10/01/2001 01-012 Use a quill shaft to connect the rim to the hub and
motor.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Oil Lube System 1/30/2001 02-002 Oil reservoir and pump to lubricate a bearing.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Combined 10/09/2001 02-003 Spring plate for bearing pre-load.
Radial/Axial Spring
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Conical Auxiliary 6/14/2002 03-002 Conical back-up bearings used with active radial
Bearing magnetic bearings.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Bearing: Low Loss Bearing 2/2003 03-004 Combination of ball bearing, axial lift coil and passive
System magnetic bearing to create a low-loss system.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Damper: Passive PM 9/10/1996 99-006 Provides damping non-contact using only magnets, copper,
and iron.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Damper: Active 03/10/2000 00-002 Replace mechanical bearings with active magnetic dampers.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Damper: Integral 10/29/2001 03-005 Combined centering and axial preload spring into a
Spring-Damper damper.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Motor: Slotless Motor 3/09/1999 99-007 PM rotor, radially magnetized with alternating N-S poles
(2 or more), and slotless stator.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Motor: Dual Air-Gap Machine 1/24/2002 02-007 Cup shaped PM rotor with magnets on ID and OD.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Motor: Hybrid PM - 4/10/2002 02-009 A compound PM/induction motor with the control method.
Induction Machine
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Electronics: Matrix 12/13/2001 01-016 Use a matrix converter between the high frequency output
Converter of the flywheel PM generator and the 60 Hz load.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Electronics: Remaining Time 2/12/2001 02-006 Estimate the operating time left in a flywheel using
Algorithm speed, rate of change in speed, and current.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Thermal: Self-Pumping Rotor 8/06/2002 02-010 Immerse tube end in oil and use rotation to drive oil to
Cooling top of tube.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Application: Peak Load 2/13/2002 02-004 Use flywheels to avoid peak power costs.
Shaving
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Application: DG Transient 2/13/2002 02-005 Use flywheels to provide power for load peak transients.
Following
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Application: Multi-source 9/19/02 02-011 Combines three AC sources at the load: one of which is a
Paralleling prime source and two of which are DC-to-AC inverters
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Application: PV/ Flywheel 1/07/03 03-001 Connect both the 60 Hz output inverter and motor drive
System inverter directly to the PV panel.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Misc: Transportation Lock 10/28/1999 00-009 Use an electrically actuated device to lock or unlock
the rotor from outside the vacuum housing.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Misc: Transportation Lock 3/28/2002 02-008 Use a sealed mechanical screw to lock the rotor for
transportation.
- ----------------------------- ------------------- ---------------------- ----------------------------------------------------------
Exhibit F
List of Contacts
* List Withheld *
EXHIBIT G
DEFINITIONS
A. Affiliate of the Contractor means any natural person, corporation,
partnership, joint venture, sole proprietorship or other business entity
directly or indirectly through one or more intermediaries, controlling,
controlled by, or under common control with the Contractor. The term
"control" (including the terms "controlled by" and "under common control
with") means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by agreement, or otherwise. For
purposes of this Agreement, it is presumed that ownership or control of the
voting power of more than fifty percent (50%) of the voting stock or
partnership interests in an entity constitutes control of that entity.
B. Agreement Budget refers to Energy Commission reimbursable and Contractor's
Matching Fund expenditures for that portion of the Project covered by the
Agreement.
C. Agreement Period is the length of this Agreement between the Energy
Commission and the Contractor. The Contractor's Project may coincide with
or extend outside the Agreement Period.
D. Date means calendar date.
E. Agreement Start Date is the date the Contractor may begin work that incurs
expenses for which the Energy Commission will reimburse the Contractor. No
work may begin until Department of General Services (DGS) approves the
Agreement.
F. Agreement End Date is the date the Contractor must stop work that incurs
expenses for which the Energy Commission will reimburse the Contractor.
G. Confidential Information is information Contractor has submitted to the
Energy Commission and has satisfactorily identified and which the Energy
Commission has agreed to designate as confidential pursuant to Title 20 CCR
2501 and following (and amendments).
H. Economic Benefit for a Project co-funded using Energy Commission funds
means the realization of economic gain or other tangible benefits by the
Contractor or Affiliate of the Contractor (except bona fide third party
purchasers of Contractor's commercial products) through the use of
Project-Related Products and Rights, including but not limited to,
operation, sale, distribution or manufacturing; or by any other
transaction, including but not limited to, grant, rent, loan, equity,
option, transfer, license or other fee; or by Otherwise Disposing of the
Project-Related Products and Rights. The Energy Commission may rely upon
professional accounting opinion in making a final determination of the
dollar value of Gross Revenues, and such determination shall be the basis
for calculating the royalty payment due the Energy Commission.
I. Equipment is defined as having a useful life of at least one year, having
an acquisition unit cost of at least $5,000, and purchased with Energy
Commission funds. Equipment means any products, objects, machinery,
apparatus, implements or tools purchased, used or constructed within the
Project, including those products, objects, machinery, apparatus,
implements or tools from which over thirty percent (30%) of the equipment
is composed of Materials purchased for the Project. For purposes of
determining depreciated value of equipment used in the Agreement, the
Project shall terminate at the end of the normal useful life of the
equipment purchased, funded and/or developed with Energy Commission funds.
The Energy Commission may determine the normal useful life of such
equipment.
J. Gross Revenues means the gross Sales Price, rentals and other amounts
received by Contractor from or on account of the Sale, lease, or other
transfer or use of Project-Related Products and Rights, less sales tax
paid. Gross Revenues shall be determined as above and in accordance with
appropriate Federal cost principles and any Economic Benefit.
11. Key Partners are participants in the Project who are not receiving PIER
funds or are not providing Match Funds but are integral to the outcome of
the Project. Key Partners may be providing space, testing facilities,
demonstration sites or a manufacturer or other implementer of the Project
results.
12. Key Personnel are employees or consultants of the Contractor who are
critical to the outcome of the Project. For example, they may have
expertise in the particular field, or have experience that is not available
from another source. Replacing these individuals may affect the outcome of
the Project.
13. Key Subcontractors are contractors, subcontractors or vendors to the
Contractor and who are critical to the outcome of the Project. As with Key
Personnel, Key Subcontractors may have expertise in the particular field,
or have experience that is not available from another source and
replacement may significantly affect the Project. An employee of the
Contractor's subcontractor or vendor may also qualify as "key."
14. Match Fund Participant means any party that supplies Match Funds to the
Project.
15. Match Funds means cash or in-kind (non-cash) contributions provided by
Contractor, subcontractors or other parties that will be used in
performance of this Agreement.
16. Materials means the substances used in constructing a finished object,
commodity, device, article or product.
17. Otherwise Disposing Of means (1) Project-Related Products and Rights not
sold but delivered by the Contractor or Affiliate of the Contractor to
others regardless of the basis for compensation, if any; and (2)
Project-Related Products and Rights put into use by the Contractor or any
third party for any purpose other than testing or evaluation of the
Project-Related Products and Rights.
18. Project refers to the entire effort undertaken and planned by the
Contractor and consisting of the work co-funded by the Energy Commission.
The Project may coincide with or extend beyond the Agreement period.
19. Project-Related Products and Rights means any and all inventions,
discoveries, machines, designs, computer software, products, devices,
mechanisms, methods, protocols, processes, algorithms, flowcharts,
diagrams, trade secrets, data, copyrights, patents, trademarks, proprietary
rights, and the like created or made or discovered or first reduced to
practice by the Contractor or other third party as a result, in whole or in
part, of the Agreement award(s) and any and all updates, revisions,
modification, enhancements, derivations, variations, additions,
continuations, renewals, and extensions thereto and all proceeds and
products therefrom.
20. Sale is sale, license, lease, gift or other transfer of Project-Related
Product and Rights.
21. Sales Price means Gross Revenues, excluding normal returns and allowances
such as sales tax, freight and insurance, if applicable, derived from a
Sale.
22. Subject Invention means any and all invention or discovery conceived, or
first actually reduced to practice in the course of or under the Energy
Commission-funded portion of this Agreement (i.e., that portion of this
Agreement for which Contractor has invoiced the Energy Commission and
received reimbursement) and includes any art, method, process, machine,
manufacture design or composition of matter, or any new and useful
improvement thereof, whether patented or unpatented, under the patent laws
of the United States of America or any foreign country.
23. Technology refers to the general subject area where the product or
innovation will be used. For example, solar thermal electric generation is
a Technology area; direct steam generation is an innovation in this
Technology area.
24. Terms Relating to Data
1) Technical Data or Data as used throughout this Agreement means
recorded information regardless of form or characteristic, of a
scientific or technical nature and used in the performance of this
Agreement. It may, for example, document research; document
experimental, developmental, demonstration, or engineering work; or be
usable or used to define a design or process; or to procure, produce,
support, maintain, or operate material. The data may be graphic or
pictorial delineations in media such as drawings or photographs, test
specifications or related performance or design type documents or
computer software (including computer programs, computer software data
bases, and computer software documentation). Examples of Technical
Data include manufacturing techniques and methods, machinery, devices
such as tools, products, or components, research and engineering data,
engineering drawings and associated lists, specifications, engineering
calculations, standards, process sheets, manuals, technical reports,
catalog item identification, and related information. Technical Data
as used herein does not include financial reports, cost analyses and
other information incidental to administration of this agreement.
2) Proprietary Data is such data as Contractor has identified in a
satisfactory manner as being under Contractor's control prior to
commencement of performance of this Agreement, and which Contractor
has reasonably demonstrated as being of a proprietary nature either by
reason of copyright, patent or trade secret doctrines in full force
and effect at the time when performance of this Agreement is
commenced. Proprietary Data also includes data of a proprietary nature
produced during the course of this Agreement that is produced by
Contractor or its subcontractors at their own expense.
3) Generated Data is that data that the Contractor collects, collates,
records, deduces, reads out or postulates for use in the performance
of this Agreement. In addition, any electronic data processing
program, model or software system developed or substantially modified
by the Contractor in the performance of this Agreement at Energy
Commission expense, together with complete documentation thereof,
shall be treated as Generated Data.
4) Deliverable Data is that data which, under the terms of this
Agreement, is required to be delivered to the Energy Commission.
25. A Trade Secret is any formula, plan, pattern, process, tool, mechanism,
compound, procedure, production data, or compilation of information which
is not patented and which is generally known only to certain individuals
with a commercial concern and are using it to fabricate, produce or
compound an article of trade or a service having commercial value and which
gives its user an opportunity to obtain a business advantage over
competitors who do not know or use it.
EXHIBIT H
PUBLIC INTEREST ENERGY RESEARCH (PIER) SUBCONTRACT
FLOW-DOWN PROVISIONS
The following language must be included in all subcontracts executed by PIER
contractors. This language is the minimum that must be contained in
subcontracts. Contractor may include other provisions as well. Contractor should
use this template and fill in the name of the Contractor and Subcontractor as
appropriate in each place where there is a _____ blank.
=============================================================================
This Agreement is funded by or funded in part by the California Energy
Commission (Energy Commission) Public Interest Energy Research (PIER) Program.
_______ [Contractor] entered into a prime contract with the Energy Commission.
This Agreement between ______ [Contractor] and ______ [Subcontractor] is a
subcontract to the prime contract.
1. STANDARD OF PERFORMANCE
__________ [Subcontractor] shall be responsible in the performance of
______'s [Subcontractor] work under this Agreement for exercising the
degree of skill and care required by customarily accepted good professional
practices and procedures used in scientific and engineering research
fields. Any costs for failure to meet these standards, or otherwise
defective services, which require re-performance, as directed by _______
[Contractor], shall be borne in total by the ______ [Subcontractor] and not
the Energy Commission or ________ [Contractor]. In the event the ______
[Subcontractor] fails to perform in accordance with the above standard the
following will apply:
A. ________ [Subcontractor] will re-perform, at its own expense, any
task, that was not performed to the reasonable satisfaction of ______
[Contractor]. Any work re-performed pursuant to this clause shall be
completed within the time limitations originally set forth for the
specific task involved. ________ [Subcontractor] shall work any
overtime required to meet the deadline for the task at no additional
cost to _____ [Contractor].
B. _______ [Contractor] shall provide a new schedule for the
re-performance of any task pursuant to this clause in the event that
re-performance of a task within the original time limitations is not
feasible.
C. In the event ________ [Subcontractor] fails to perform in accordance
with the foregoing standard of performance, ______ [Contractor] and
_______ [Subcontractor] shall seek to negotiate in good faith an
equitable resolution satisfactory to both parties.
2. RECORDKEEPING, COST ACCOUNTING AND AUDITING
A. Recordkeeping. ______ [Subcontractor] shall maintain all records,
documents or other evidence relating to direct and indirect expenses
reimbursed to ________ [Subcontractor] hereunder, and to hours of
employment on this Agreement by all employees of ________
[Subcontractor] for which ________ [Contractor] is billed. These
records shall be sufficient to reflect all costs claimed to have been
incurred in performing this Agreement.
B. Accounting Procedures. _______'s [Subcontractor] costs shall be
determined on the basis of the ______'s [Subcontractor] accounting
system procedures and practices employed as of the effective date of
this Agreement. _______'s [Subcontractor] accounting system shall
distinguish between direct costs and indirect costs. All costs
incurred for the same purpose, in like circumstances, are either
direct costs only or indirect costs only with respect to costs
incurred under this Agreement.
C. Allowability of Costs.
1) Allowable Costs. Allowable costs may include all costs, direct
and indirect, incurred in the performance of work and capped as
identified in the budget for this Agreement. Costs must be
incurred within the term of the Agreement. Factors to be
considered in determining whether an individual item of cost is
allowable include (i) reasonableness of the item, (ii)
allowability of the item to the work, and (iii) the terms and
conditions of this Agreement.
2) Unallowable Costs. Some examples of unallowable costs include:
contingency costs, imputed costs, fines and penalties, losses on
contracts, excess profit taxes, and increased contract rates and
fees for this Agreement.
3. AUDIT
_________ [Subcontractor] agrees that the Energy Commission, the Department
of General Services, the Bureau of State Audits, or their designated
representative shall have the right to review and to copy any records and
supporting documentation pertaining to the performance of this Agreement.
______ [Subcontractor] agrees to maintain such records for possible audit
for a minimum of three (3) years after final payment, unless a longer
period of records retention is stipulated. ______ [Subcontractor] agrees to
allow the auditor(s) access to such records during normal business hours
and to allow interviews of any employees who might reasonably have
information related to such records. Further, ______ [Subcontractor] agrees
to include a similar right of the State to audit records and interview
staff in any subcontract between ______ [Subcontractor] and a third party
related to performance of this Agreement ("lower tier subcontracts").
4. PURCHASE OF EQUIPMENT
If equipment is purchased with Energy Commission funds, the following
applies:
A. Equipment is defined as having a useful life of at least one year,
having an acquisition unit cost of at least $5,000, and purchased with
Energy Commission funds. Equipment means any products, objects,
machinery, apparatus, implements or tools purchased, used or
constructed within the Project, including those products, objects,
machinery, apparatus, implements or tools from which over thirty
percent (30%) of the equipment is composed of materials purchased for
the Project. For purposes of determining depreciated value of
equipment used in the Agreement, the Project shall terminate at the
end of the normal useful life of the equipment purchased, funded
and/or developed with Energy Commission funds. The Energy Commission
may determine the normal useful life of such equipment.
B. Materials means the substances used in constructing a finished object,
commodity, device, article or product.
C. Title to all non-expendable equipment purchased in part or in whole
with Energy Commission funds shall remain with the Energy Commission.
The Energy Commission will complete and file a UCC.1 with the
Secretary of State's Office for all such equipment.
D. _______ [Subcontractor] shall assume all risk for maintenance, repair,
destruction and damage to equipment while in the possession or subject
to the control of ______ [Subcontractor]. ______ [Subcontractor] is
not expected to repair or replace equipment that is intended to
undergo significant modification or testing to the point of
damage/destruction.
E. Upon termination of this Agreement, the Energy Commission may:
1) if requested by _____ [Contractor], authorize ______'s
[Subcontractor] continued use of such equipment to further energy
research in the public interest,
2) by mutual agreement with ______ [Contractor], allow ______
[Subcontractor] to purchase such equipment for an amount not to
exceed the residual value of the equipment as of the date of
termination of this Agreement, or
3) request that such equipment be delivered to the Energy Commission
with any costs incurred for such return to be borne by the Energy
Commission.
5. RIGHTS OF PARTIES REGARDING DELIVERABLES, DATA & INTELLECTUAL PROPERTY
A. Energy Commission's Rights in Deliverables
Deliverables and reports specified for delivery to the _____
[Contractor] for the Energy Commission's use under this Agreement
shall become the property of the Energy Commission. The Energy
Commission may use, publish, and reproduce the deliverables and
reports subject to the provisions of clause 6 below.
B. Rights in Technical, Generated, and Deliverable Data
1) ________'s [Subcontractor's] Rights. All technical, generated and
deliverable data produced under this Agreement shall be limited
by the license retained by the Energy Commission in 2) below, and
the rights the Energy Commission has in deliverables specified
above in A).
2) Energy Commission's Rights. _______ [Subcontractor] shall provide
Energy Commission Contract Manager (through ______ [Contractor]),
with a copy of all technical, generated and deliverable data
produced under this Agreement when requested by the Energy
Commission. ________ [Subcontractor] is not required to copy and
submit data the Energy Commission Contract Manager has identified
as being unusable to the Energy Commission and the PIER program
such as raw data that is too disaggregated or voluminous for
practical application. Such Data shall be retained at _______'s
[Subcontractor's] facility for inspection, review and possible
copying by the Contract Manager for a minimum of three (3) years
after final payment unless a longer period of records retention
is stipulated.
Upon request by Contractor or Contract Manager, _______
[Subcontractor] shall provide the Energy Commission Contract
Manager and any designated reviewer(s), access to review
technical and generated data produced in the course of this
Agreement that is not requested to be a deliverable.
For all technical, generated and deliverable data produced under
this Agreement, the Energy Commission retains a no-cost,
non-exclusive, non-transferable, irrevocable, royalty-free,
worldwide, perpetual license to use, publish, translate, produce
and to authorize others to produce, translate, publish and use
the data, subject to the provisions of clause 6 below.
C. Exclusive Remedy. In the event the Energy Commission intends to
publish or has disclosed data _____ [Subcontractor] considers
confidential, ______'s [Subcontractor's] exclusive remedy is a civil
court action for injunctive relief. Such court action shall be filed
in Sacramento County, Sacramento, California.
D. Waiver of Consequential Damages.
IN NO EVENT WILL THE ENERGY COMMISSION BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES BASED ON BREACH OF WARRANTY,
BREACH OF CONTRACT, NEGLIGENCE, STRICT TORT, OR ANY OTHER LEGAL THEORY
FOR THE DISCLOSURE OF _______'s [SUBCONTRACTOR'S] CONFIDENTIAL
RECORDS, EVEN IF THE ENERGY COMMISSION HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. DAMAGES THAT THE ENERGY COMMISSION WILL
NOT BE RESPONSIBLE FOR INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF
PROFIT; LOSS OF SAVINGS OR REVENUE; LOSS OF GOODWILL; LOSS OF USE OF
THE PRODUCT OR ANY ASSOCIATED EQUIPMENT; COST OF CAPITAL; COST OF ANY
SUBSTITUTE EQUIPMENT, FACILITIES, OR SERVICES; DOWNTIME; THE CLAIMS OF
THIRD PARTIES INCLUDING CUSTOMERS; AND INJURY TO PROPERTY.
E. Proprietary Data. Proprietary data owned by _______ [Subcontractor]
shall remain with ____ [Subcontractor] throughout the term of this
Agreement and thereafter. The extent of _____ [Contractor] or Energy
Commission access to the same and the testimony available regarding
the same shall be limited to that reasonably necessary to demonstrate,
in a scientific manner to the satisfaction of scientific persons, the
validity of any premise, postulate or conclusion referred to or
expressed in any deliverable hereunder. Upon request by ____
[Contractor] or Energy Commission Contract Manager, _____
[Subcontractor] shall provide Energy Commission Contract Manager and
any designated reviewer(s) access to review ______ [Subcontractor's]
proprietary data produced in the course of this Agreement that is not
requested to be a deliverable. ____________ [Contractor] shall not
disclose any ___________'s [Subcontractor] proprietary data access or
reviewed to any third party.
F. Preservation of Data. Any data that is reserved to ________
[Subcontractor] by the express terms hereof, and pre-existing
proprietary or confidential data that have been utilized to support
any premise, postulate or conclusion referred to or expressed in any
deliverable hereunder, shall be preserved by ______ [Subcontractor] at
______'s [Subcontractor] own expense for a period of not less than
three years after final payment, unless a longer period or record
retention is stipulated.
G. Destruction of Data. Before the expiration of three years and before
changing the form of or destroying any technical, generated or
deliverable data or trade secrets, _______ [Subcontractor] shall
notify __________ [Contractor] of any such contemplated action and
Energy Commission may, within thirty (30) days after said
notification, determine whether it desires said data to be further
preserved. If Energy Commission so elects, the expense of further
preserving said data shall be paid for by the Energy Commission.
_________ [Subcontractor] agrees that Energy Commission may at its own
expense, have reasonable access to said data throughout the time
during which said data is preserved. _______ [Subcontractor] agrees to
use its best efforts to identify competent witnesses to testify in any
court of law regarding said data or, at Energy Commission's expense,
to furnish such competent witnesses.
H. Patent Rights. Ownership of patent rights between ____ [Contractor]
and ______ [Subcontractor] is not addressed in this paragraph.
However, the Energy Commission retains certain patent rights in its
prime contract with _____ [Contractor]. ____ [Subcontractor]
acknowledges the following minimum Energy Commission patent rights for
subject inventions: The Energy Commission retains a no-cost,
nonexclusive, nontransferable, irrevocable, royalty-free, worldwide
perpetual license to use or have practiced for or on behalf of the
State of California subject invention(s) for governmental purposes.
The owner of subject invention(s) must obtain agreements to effectuate
this clause with all persons or entities, except for the U.S.
Department of Energy (DOE), obtaining ownership interest in the
patented subject invention(s). Previously documented (whether patented
or unpatented under the patent laws of the United States of America or
any foreign country) inventions are exempt from this provision.
I. March-In Rights. If __________ [Subcontractor] is the owner of a
subject invention, _______ [Subcontractor] shall forfeit and assign to
the Energy Commission, at the Energy Commission's request, all rights
on a subject invention if either: 1) ___________ [Subcontractor] fails
to apply for a patent on subject inventions(s) developed under this
Agreement within six months of conceiving or first actually reducing
to practice the technology; or 2) _______ [Subcontractor] or assignee
has not taken, or is not expected to take within a reasonable time,
effective steps to achieve practical application of the subject
invention. In this event, _____ [Subcontractor] agrees to relinquish
all rights, subject to DOE reserved rights, on the subject invention
to the Energy Commission. The Energy Commission will have the
unfettered right to use and/or dispose of the rights in whatever
manner it deems most suitable to help transfer the technology into the
market place, including but not limited to, seeking patent protection,
or licensing the invention.
J. Energy Commission's Rights to Invention. ________ [Subcontractor] and
all persons and/or entities obtaining an ownership interest in subject
invention(s) shall include within the specification of any United
States patent application, and any patent issuing thereon covering a
subject invention, the following statement:
THIS INVENTION WAS MADE WITH STATE OF CALIFORNIA SUPPORT UNDER
CALIFORNIA ENERGY COMMISSION AGREEMENT NUMBER 500-04-009. THE ENERGY
COMMISSION HAS CERTAIN RIGHTS TO THIS INVENTION.
K. Energy Commission's Interest in Inventions. If _____ [Subcontractor]
perfects a patent application on any subject invention, ______
[Subcontractor] shall notify Contractor in order for the Energy
Commission to prepare and file a Uniform Commercial Code (UCC.1)
Financing Statement with the Secretary of State's Office.
L. Copyrights.
1) If ______[Subcontractor] is the owner of a copyright, _____
[Subcontractor] agrees to grant the Energy Commission a
royalty-free, no-cost nonexclusive, irrevocable, nontransferable
worldwide, perpetual license to produce, translate, publish, use
and dispose of, and to authorize others to produce, translate,
publish, use and dispose of all copyrightable material first
produced or composed in the performance of this Agreement.
2) ______ [Subcontractor] will apply copyright notices to all
deliverables using the following form or such other form as may
be reasonably specified by _________ [Contractor].
(C)[YEAR OF FIRST PUBLICATION OF DELIVERABLE], [THE COPYRIGHT
HOLDER'S NAME]. ALL RIGHTS RESERVED.
3) In the event ____ [Subcontractor] develops software that is not a
deliverable under the Agreement, and if _____ [Subcontractor] is
the owner of the software, ______ [Subcontractor] shall grant the
Energy Commission a royalty-free, no-cost, non-exclusive,
irrevocable, non-transferable, worldwide, perpetual license to
produce and use the software, its derivatives and upgrades for
governmental purposes.
M. Intellectual Property Indemnity. _______ [Subcontractor] warrants that
______ [Subcontractor] will not, in its supplying of the work under
this Agreement, knowingly infringe or misappropriate any intellectual
property right of a third party, and that it will conduct a reasonable
investigation of the intellectual property rights of third parties to
avoid such infringement. _____ [Subcontractor] will defend and
indemnify ______ [Contractor] and Energy Commission 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) to the extent arising out of: (i) any third party
claim that a deliverable infringes any patent, copyright, trade secret
or other intellectual property right of any third party, or (ii) any
third party claim arising out of the negligent or other tortious
act(s) or omission(s) by _____ [Subcontractor], its employees, lower
tier subcontractors or agents, in connection with or related to the
deliverables or the _____'s [Subcontractor's] performance thereof
under this Agreement.
6. LIMITATION ON DISCLOSURE OF INFORMATION
A. __________ [Subcontractor] must receive approval from ______
[Contractor] before disclosing to any third party the contents of any
draft deliverable or report.
B. After any document submitted has become a part of the public records
of the State, _______ [Subcontractor] may, if it wishes to do so at
its own expense, publish or utilize the same, and shall include the
Legal and Copyright Notices required above.
C. In the event any public statement is made by the Energy Commission as
to the role of _____[Subcontractor] or the content of any deliverable
or report, ____ [Subcontractor] may, if it believes such statement to
be incorrect, state publicly what it believes is correct.
D. No record that is provided to ______ [Subcontractor] by the Energy
Commission or ____ [Contractor] for _______'s [Subcontractor's] use in
performing this Agreement and which has been designated as
confidential information, or is the subject of a pending application
for confidential designation, except as provided in Title 20, CCR
Section 2505 and following (and amendments), shall be disclosed by
______ [Subcontractor], unless disclosure is ordered by a court of
competent jurisdiction. At the election of ______ [Contractor] or the
Energy Commission Contract Manager, ____ [Subcontractor], its
employees and any lower tier subcontractor shall execute a
confidentiality agreement supplied by _______ [Contractor] or Energy
Commission.
E. _______ [Subcontractor] acknowledges that each of its officers,
employees, and lower tier subcontractors who are involved in the
performance of this Agreement will be informed about these
restrictions and be directed to abide by the above terms.
F. Data provided to the Energy Commission by ______ [Subcontractor],
which data the Energy Commission has not already agreed to keep
confidential and which _____ [Subcontractor] seeks to have designated
as confidential, or is the subject of a pending application for
confidential designation, will not be disclosed by the Energy
Commission except as provided in Title 20 CCR Sections 2506 and 2507
(and amendments), unless disclosure is ordered by a court of competent
jurisdiction.
7. NO FURTHER ASSIGNMENTS
_______ [Subcontractor] shall not make any assignment of this Agreement to
any third party without advance written consent of the ______ [Contractor].
8. NON-DISCRIMINATION
During the performance of this Agreement, ______ [Subcontractor] and any of
its lower tier subcontractors shall not unlawfully discriminate, harass, or
allow harassment against any employee or applicant for employment because
of sex, race, color, ancestry, religious creed, national origin, physical
disability (including HIV and AIDS), mental disability, medical condition
(cancer), age (over 40), marital status, and denial of family care leave.
______ [Subcontractor] shall insure that the evaluation and treatment of
their employees and applicants for employment are free from such
discrimination and harassment. _______ [Subcontractor] shall comply with
the provisions of the Fair Employment and Housing Act (Government Code
Section 12990 (a-f) et seq.) and the applicable regulations promulgated
thereunder (California Code of Regulations, Title 2, Section 7285 et seq.).
The applicable regulations of the Fair Employment and Housing Energy
Commission implementing Government Code Section 12990 (a-f), set forth in
Chapter 5 of Division 4 of Title 2 of the California Code of Regulations,
are incorporated into this Agreement by reference and made a part hereof as
if set forth in full. ______ [Subcontractor] shall give written notice of
its obligations under this clause to labor organizations with which they
have a collective bargaining or other Agreement. _______ [Subcontractor]
shall include the nondiscrimination and compliance provisions of this
clause in all subcontracts between ______ [Subcontractor] and a lower tier
subcontractor to perform work under this Agreement.
9. STOP WORK
________ [Contractor] may, at any time, by written notice to _______
[Subcontractor], require ______ [Subcontractor] to stop all or any part of
the work tasks in this Agreement. Stop work orders may be issued for
reasons such as a Project exceeding budget, standard of performance, out of
scope work, delay in Project schedule, misrepresentations and the like.
A. Compliance. Upon receipt of such stop work order, _______
[Subcontractor] shall immediately take all necessary steps to comply
therewith and to minimize the incurrence of costs allocable to work
stopped.
B. Equitable Adjustment. An equitable adjustment shall be made by ______
[Contractor] based upon a written request by _______ [Subcontractor].
C. Canceling a Stop Work Order. _______ [Subcontractor] shall resume the
work only upon receipt of written instructions from the _______
[Contractor].
10. TERMINATION
[NOTE: SUBCONTRACT MUST CONTAIN TERMINATION RIGHTS OF THE CONTRACTOR
SIMILAR TO THE CAUSE/FOR CAUSE OPTIONS BELOW. Contractor may use its own
standard termination language as long as Contractor retains the right to
terminate with and without cause. Contractor may use the language below if
it does not have standard termination language. Contractor may add a right
of Subcontractor to terminate, but Subcontractor's right to terminate is
not encouraged, so sample language is not included here.]
This Agreement may be terminated as follows:
A. In the event of breach by _________ [Subcontractor] of the conditions
in this Agreement, __________ [Contractor] may, without prejudice to
any of its legal remedies, terminate this Agreement for cause, upon
five days written notice to ______[Subcontractor].
B. _________[Contractor], may at its option, terminate this Agreement
without cause, upon giving 30 days written notice to _______
[Subcontractor]. In such event, _____ [Subcontractor] agrees to use
all reasonable efforts to mitigate its expenses and obligations under
this Agreement.
11. ACCESS TO SITES & RECORD
_____ [Contractor] and Energy Commission staff or its representatives shall
have reasonable access to all Project sites and all records related to this
Agreement. ______ [Subcontractor] shall ensure the same access rights for
all lower tier subcontractors.
12. CONFLICT OF INTEREST
A. Conflicts in General. _____ [Subcontractor] agrees to continuously
review new and upcoming Projects in which members of the _____
[Subcontractor] team may be involved for potential conflicts of
interest and report potential conflicts to _______ [Contractor].
NOTE: Section B applies to subcontracts under PIER Tech support contracts:
B. Contracting.
1) Bidding Activities. _________ [Subcontractor] agrees not to bid
as an independent consultant on the following:
a) A request for proposal (RFP) or Project on which _______
[Contractor] or _____ [Subcontractor] has provided
assistance under this Agreement.
b) Every related RFP or subject that currently receives
assistance or receives assistance during this Agreement
under the PIER Program or intends to apply for such
assistance under the PIER Program and makes that fact known
to ________ [Contractor] or _________ [Subcontractor].
2) Reviewing, Evaluation & Assistance Activities. _______
[Subcontractor] shall be disqualified from participating in the
review, evaluation, or assistance of:
a) Any Project seeking assistance under the PIER Program for
which ____ [Subcontractor] has become an independent
consultant in a situation not covered by 1) above; or,
b) Any Project for which, within twelve (12) months prior to
the start date of this Agreement or at any time during this
Agreement, _____ [Subcontractor] has provided assistance
under a separate agreement to the Project proponent that is
seeking assistance for the same Project under the PIER
Program.
3) Lower Tier Subcontractors _____ [Subcontractor] shall require
each of its lower tier subcontractors who will be involved in the
performance of this Agreement to agree to the above terms. The
terms of this paragraph shall remain in effect for the duration
of this Agreement.
13. LEGAL NOTICE
All documents prepared for this Agreement that will be released to the
public in hard copy, electronic or website format including but not limited
to reports, deliverables, articles submitted for publication, and all
reprints shall include the following:
LEGAL NOTICE
THIS REPORT WAS PREPARED AS A RESULT OF WORK SPONSORED BY THE
CALIFORNIA ENERGY COMMISSION (ENERGY COMMISSION). IT DOES NOT
NECESSARILY REPRESENT THE VIEWS OF THE ENERGY COMMISSION, ITS
EMPLOYEES, OR THE STATE OF CALIFORNIA. THE ENERGY COMMISSION,
THE STATE OF CALIFORNIA, ITS EMPLOYEES, CONTRACTORS, AND
SUBCONTRACTORS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AND
ASSUME NO LEGAL LIABILITY FOR THE INFORMATION IN THIS REPORT;
NOR DOES ANY PARTY REPRESENT THAT THE USE OF THIS INFORMATION
WILL NOT INFRINGE UPON PRIVATELY OWNED RIGHTS. THIS REPORT HAS
NOT BEEN APPROVED OR DISAPPROVED BY THE ENERGY COMMISSION NOR
HAS THE ENERGY COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THE INFORMATION IN THIS REPORT.
14. SURVIVAL
It is understood and agreed that certain clauses shall survive
completion or termination of this Agreement for any reason. The clauses
include but are not limited to:
o Recordkeeping, Cost Accounting and Auditing
o Audit
o Purchase of Equipment
o Rights of Parties Regarding Deliverables, Data and Intellectual
Property
o Access to Sites and Records