HomeMy WebLinkAboutCalifornia Energy Commission (CEC) - 2016-11-07SUBCONTRACT No. 2017-3402
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND
CITY OF HUNTINGTON BEACH
Subcontract No. ("Subcontract" ) is entered into e -A , 2017 between The
Regents of the University of California, a corporation of the State of California, on behalf of its
Irvine campus (herein after referred to as "University") and City of Huntington Beach
(hereinafter referred to as "Subcontractor") for the delivery of services identified as defined in
Article IA, STATEMENT OF WORK, and in accordance with the terms and conditions set forth
herein.
This Subcontract is awarded under the authority of Prime Award No. EPC-15-077 ("Prime
Award") issued by California Energy Commission ("Commission").
SUBCONTRACT SCHEDULE
ARTICLE 1
PERFORMANCE AND DELIVERY
A. STATEMENT OF WORK
The statement of work to be performed under this Subcontract is described in Exhibit A.
B. KEY PERSONNEL
The key personnel representing the University and the Subcontractor shall be as follows:
Principal Investigator for University: Dr. Jack Brouwer, University of California Irvine
Key Investigator for Subcontractor: Antonia Graham, City of Huntington Beach
In the event a change in Key Investigator is necessary, the University will be notified within
thirty (30) days after the Subcontractor reasonably knows the change is necessary.
C. PERIOD OF PERFORMANCE
The period of performance of this Subcontract shall be 06/15/2016 through 07/31/2018.
D. TOTAL ESTIMATED COST
It is estimated that the total cost to the University for performance of this Subcontract shall
not exceed $90,000.
Subcontractor shall cost share in the amount of $152,900.
E. DELIVERY
All materials and services called for under this Subcontract shall be completed and delivered
to the University on or before unless extended by prior written authorization.
ARTICLE 2
COST, PAYMENT AND BILLING
A. ALLOWABLE COSTS AND FEES
Allowable costs and fees eligible for reimbursement to the Subcontractor for performance of
this Subcontract shall be determined in accordance with:
a. The budget, attached hereto and incorporated herein as Exhibit B.
b. The terms of this Subcontract.
c. The Prime Award attached hereto and incorporated herein as Exhibit C.
B. REBUDGETING
Funds may be rebudgeted between components without prior approval except where prior
approval is specifically required by the applicable terms and conditions. Any restriction on
rebudgeting listed elsewhere in this Subcontract, however, shall take precedence over the
above indicated authorities and policies.
Rebudgeting requests which require Prime Award approval should be directed to the
University's Principal Investigator for approval and then forwarded to the University's Office
of Research Administration, Sponsored Projects Administration for administrative
endorsement and transmittal to the prime agency for approval.
C. PAYMENT
Payment will be made by the University to the Subcontractor during the term of this
Subcontract, but no more frequently than monthly, consistent with the provisions of Article
2A, upon presentation of the Subcontractor's invoice. The University shall not pay any
invoice where total payments would result in a cumulative payment in excess of the
limitations imposed by Article I or where rates used to determine costs vary from those (if
shown) in Article 2A.
The University, at its option, may elect to pay any invoice in accordance with Article 2A if
the invoice is at variance with the article or may return the invoice unpaid to the
Subcontractor for correction and resubmittal.
All payments made are provisional, subject to acceptance (Article 7A), post -audit, and
adjustment. All Subcontract expenditures must occur within the approved period of
performance of this Subcontract.
D. BILLING
Invoices (Exhibit F) shall be submitted as follows:
1. No more frequently than month.
2. Referencing the Subcontract number and numerical sequence of the invoice.
3. Providing detail of expenditure in accordance with the budget categories listed.
4. Addressed to: University of California, Irvine
Advanced Power & Energy Program
221 Engineering Lab Facility
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Irvine, CA 92697-3500
Attn: Jeff Wojciechowski Owojciec@uci.edu)
Fund No. 18507
ARTICLE 3
PATENT RIGHTS
A. Pre -Existing Intellectual Property, Independently Funded Intellectual Property, and Pre-
existing Data
1. Ownership
Subcontractor agrees that if patentable discoveries or inventions are made and/or
conceived or for the first time actually reduced to practice by the Subcontractor or its
employees under the terms of this Subcontract, Subcontractor shall promptly furnish
University with complete information thereon. Disposition of all subject inventions will
be made in accordance with the provision of the Prime Award.
2. Project -relevant Pre -Existing Intellectual Property, and Project -relevant Independently
Funded Intellectual Property (collectively, "Project -relevant Intellectual Property") and
Project -relevant Pre-existing Data
a. Identification of Project -relevant Intellectual Property and Project -relevant Pre-
existing Data
i. All Project -relevant Pre-existing Intellectual Property of Key Personnel
that is owned or controlled by Subcontract is listed in Attachment 1 of the
Prime Award Agreement attached hereto as "Subcontract #2016-3355
Exhibit C." Within forty-five (45) days of becoming aware that additional
Project -relevant Pre-existing Intellectual Property of Key Personnel that is
owned or controlled by Recipient has been or will be used in the
performance of this Subcontract, Subcontractor will notify the University.
Attachment 1 of the Prime Award Agreement ("Attachment I") may be
amended by a Letter of Agreement.
ii. All Project -relevant Independently Funded Intellectual Property of Key
Personnel that is owned or controlled by the Subcontract and the source of
funding for such Intellectual Property is described in Attachment 1 of the
Prime Award Agreement. Within forty-five (45) days of becoming aware
that additional Project -relevant Independently Funded Intellectual
Property of Key Personnel that is owned and controlled by Subcontractor
has been or will be used in the performance of this Subcontract,
Subcontractor will notify the University. Attachment 1 of the Prime
Award Agreement may be amended by a Letter of Agreement.
iii. During the term of this Subcontract, Subcontractor will use reasonable
efforts to notify the University of any Project -relevant Intellectual
Property of Key Personnel that is owned or controlled by the
Subcontractor that Subcontractor becomes actually aware of, with the
qualification that Subcontractor is not in a position to guarantee that all
potential Project -relevant Intellectual Property has been identified.
iv. If Subcontractor will be using Project -relevant Pre-existing Data of Key
Personnel that is owned or controlled by Subcontractor in the performance
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of this Subcontract that have restrictions on use, such data and use
restrictions will also be identified in Attachment 1 of the Prime Award
Agreement, which may be amended by a Letter of Agreement.
b. Access to Project -Relevant Intellectual Property and Project -relevant Pre-existing
Data
The University may access Project -relevant Intellectual property identified in
Attachment 1 of the Prime Award Agreement, and Project -relevant Pre-existing
Data of Key Personnel that is owned or controlled by Subcontractor, whether or
not it is identified in Attachment 1, but only to the extent that such access to
limited to that reasonably necessary to: (a) demonstrate the validity of any
premise, postulate, or conclusion referred to or expressed in any product or report;
or (b) establish a baseline for repayment purposes. No express or implied licenses
or other rights are provided to the University under any patents, patent
applications, or other proprietary rights of the Subcontractor.
Upon the University's request, the Subcontractor will provide the University with
access to review the Subcontractor's Project -relevant Intellectual Property and
Project -relevant Pre-existing Data. If such Project -relevant Intellectual Property
or Project -relevant Pre-existing Data has been designated as Confidential
Information, the University will only disclose it under the circumstances specified
in Title 20 CCR Sections 2506, 2507, and 2508.
c. Preservation of Project -Relevant Intellectual Property
The Subcontractor will preserve any of its Project -relevant Intellectual Property at
its own expense for at least five (5) years from the Subcontractor's end date or
until the timeframe in Subcontractor's retention policy, whichever is longer.
Notwithstanding the foregoing, Subcontractor has the sole right but not the
obligation to prosecute or maintain patent protection for any of its Project -
relevant Intellectual Property and Project -relevant Pre-existing Data in Article
3(A)2.b.
B. Intellectual Property
1. Ownership
Except as otherwise specified in this Subcontract, the Subcontract owns all Intellectual
Property created, conceived or reduced to practice, discovered, made, developed, or
altered by Subcontractor in the performance of this Subcontract.
2. Data Rights
a. Pre-existing Data that will be included as a deliverable under this Subcontract will
be identified in Attachment 1. If the University provides its own pre-existing
data, the University shall mark all such data, and Subcontractor may only use it
for purpose of the Statement of Work of this Subcontract, unless such data is
otherwise publicly available.
b. At the University's expense for actual cost of duplication and delivery,
Subcontractor shall deliver additional Project Data that is specifically requested
by the University.
c. The University shall have the unrestricted right to use the Deliverable Data and
delivered Project Data, subject to applicable pre-existing use and disclosure
restrictions identified in Attachment 1 and other provisions in this Subcontract,
including but not limited to Confidentiality — Section 19 "Confidentiality" of
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Prime Award EPC-15-086 is incorporated into this Subcontract by reference and
made part of it as if set forth in full.
d. The Subcontractor shall have the unrestricted right to use Project Data, subject to
applicable use and disclosure restrictions identified in Attachment 1 and other
provisions in this Subcontract, including but not limited to Confidentiality.
3. Copyrights
a. All rights to Copyrightable Works other than Reports first created by the
Subcontractor are the property of the Subcontractor. Unless pre-existing
restrictions are listed under Attachment 1, the Subcontractor grants the State of
California, including the Commission, a fully paid -up, royalty -free, non-
exclusive, non -transferable, non-sublicensable, irrevocable license to reproduce,
prepare derivative works, distribute copies, perform publicly, and display
Copyrightable Works specified for delivery in the Statement of Work.
b. Notwithstanding 2.a. above, when the purpose of the Statement of Work is
specifically to create a Copyrightable Work for use by the Commission and that
fact is indicated in the Statement of Work, then all rights in such Copyrightable
Work will be the property of the Commission. The Commission grants to
Subcontractor a fully paid -up, royalty -free, non-exclusive, non -transferable, non-
sublicensable, irrevocable license to reproduce, prepare derivative works,
distribute copies, perform publicly, and display publicly such Copyrightable
Work for educational and research purposes and to allow other educational and
nonprofit institutions to do so for educational and research purposes.
c. Upon written request and subsequent amendment, the University may request
delivery of computer software that is not identified as a Product, but was first
created by the Subcontractor in the performance of the Statement of Work. To
the extent the Subcontractor is legally able to do so, Subcontractor shall grant the
state of California, including the Commission, a fully paid -up, royalty -free,
nonexclusive, non -transferable, non-sublicensable, irrevocable license to
reproduce, prepare derivative works, distribute copies, perform publicly, and
display publicly such software, if any, identified Attachment 1.
d. Copyrightable Works that may be patentable are also subject to the Patent Rights
clause, which will take precedence in case of a conflict.
e. The Commission may direct Subcontract to issue a no -cost, non-exclusive, non-
sublicensable, irrevocable, royalty -free, worldwide, perpetual license to
Copyrightable Works described in subparagraphs a. and b. above to Load -serving
entities and/or the third parties working with a Load -serving entity, for the Load -
serving entity's use in enhancing its service to EPIC ratepayers. This license is
for non-commercial purposes, meaning that it does not allow Load -serving
entities to sell, commercially offer or distribute Copyrightable Works to others or
in marketplace. For example, if the Subcontractor creates copyrightable software,
the Commission can give a Load -serving entity the right to use the software as
part of its operations providing service to EPIC ratepayers, but the Load -serving
entity cannot sell or distribute the software.
4. Patent Rights
a. Subject to the requirement of law, all rights to any Subject Inventions shall belong
to the Subcontractor. The State of California, including the Commission, shall
have a no -cost, non-exclusive, non -transferable, non-sublicensable, irrevocable,
royalty -free, worldwide, paid -up license to practice, or have practiced, such
Subject Invention for governmental purposes, including the Commission's
statutory objectives. A confirmatory license will be executed by the
Subcontractor to provide said license to any such Subject Invention, within ninety
(90) days after filing for patent application. Notwithstanding the foregoing and
except if the Commission exercises March -in Rights, Subcontractor has the sole
right but not the obligation to prosecute or maintain patent protection for any
Subject Invention and any time.
b. The Commission may direct Subcontract to issue a no -cost, non-exclusive, non-
sublicensable, irrevocable, royalty -free, worldwide, paid -up license to Subject
Inventions to Load -serving entities and/or the third parties working with a Load -
serving entity, solely to practice Subject Invention for non-commercial purposes,
so as to enhance the Load -serving entities' service to EPIC ratepayers. This
license is for non-commercial purposes, meaning that it does not allow Load -
serving entities to sell, commercially offer or distribute patentable works to others
or in marketplace. For example, if the Subcontractor creates patentable software,
the Commission can give a Load -serving entity the right to use the software as
part of its operations providing service to EPIC ratepayers, but the Load -serving
entity cannot sell or distribute the software.
c. If any Subject Invention that is subject to the licenses above has been designated
as Confidential Information as specified herein, all license holder will only
disclose the Subject Invention under the circumstances specified in Title 20 CCR
Sections 2506, 2507, and 2508. All license holders will ensure that their officers,
employees, and subcontractors who have access to the Subject Invention are
informed of and abide by the disclosure limitations indicated in the Confidential
Information term.
5. Commission's Right to Subject Inventions
a. March -in Rights
With respect to any Subject Invention in which Recipient has title and to the
extent permissible under Federal laws and regulations, the Commission shall have
the right to require Subcontractor or Subcontractor's Licensee to grant a
nonexclusive, partially exclusive, or exclusive license in any field of use to a
responsible applicant, upon terms that are reasonable under the circumstances, if
the Commission determines that: (i) the Subcontractor or Subcontractor's
Licensee has not taken, or is not expected to take within a reasonable time,
effective steps to achieve practical application of the Invention; or (ii) action is
necessary to alleviate health or safety needs that are not reasonably satisfied by
Subcontractor or Subcontractor's Licensee. If the Subcontractor or
Subcontractor's Licensee refuses such request, the Commission may grant such a
license itself. The parties may refer to the Federal Government's procedures for
handling march -in rights.
b. Notice of Patent
If any patent is issued for a Subject Invention, the Subcontractor will send the
University written notice of the issuance within two (2) months of the issuance
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date. The notice include the patent title, issuance number, and a general
description of the Subject Invention.
Legal Notice
The Subcontractor and all persons and/or entities obtaining an ownership interest
in Subject Inventions must include the following statement within the
specification of any United States patent application, and any subsequently issued
patent for the invention:
"This invention was made with State of California support under California
Energy Commission grant number EPC-15-086. The Energy Commission has
certain rights to this invention."
6. Access to and Preservation of Subject Inventions and Copyrightable Works
a. Access
Upon the Commission Agreement Manager's request, the Subcontractor will
provide the Commission Agreement Manager and any individuals designated by
the Commission or the CPUC with access to the Subcontractor's Subject
Inventions and to Copyrightable Works which are subject to Article 3(3)a. and b.,
in order to exercise the licenses described above, and to determine any royalty
payments due under the Subcontract.
b. Preservation
The Subcontractor will preserve Subject Inventions and Copyrightable Works
which are subject to Article 3(3)a. and b., in order to exercise the licenses
described above, at its own expenses for at least ten (10) years from the
Subcontract's end date or until the timeframe in Subcontractor's retention policy,
whichever is longer. Notwithstanding the foregoing, Subcontractor is not obliged
under this Subcontract to obtain or maintain any intellectual property protection
for Subject Inventions. Subcontractor has the sole right but not the obligation to
file a patent application for a Subject Invention, but Subcontractor will file and
prosecute a patent application for any Subject Invention which a Licensee has a
license under Article 3(4)b., upon written request by such Licensee and at
Licensee's expense.
C. Royalty Payments to the Commission
1. In consideration of the Commission providing funding for the Prime Award,
Subcontractor agrees to pay the Commission a portion of either Net Revenues or Net
Royalties under the terms and conditions hereinafter set forth. If federal funds are used in
the conception or reduction to practice of a Subject Invention, such Net Revenues or Net
Royalties calculation made for the Subcontractor's prior fiscal year. Subcontractor
agrees to pay to Commission an amount equivalent to 10% of the total cumulative Net
Royalties, less payments made by Subcontractor to Commission in previous years when
Net Royalties were positive. Payments shall be made by check and made payable to the
California Energy Commission, EPIC Fund.
2. Net Revenue. If the Subcontractor is a licenses, the Subcontractor's obligation to make
payments to the Commission shall commence upon the first sale of the Licensed Product.
Payments are payable in annual installments and are due the first day of March for the
prior fiscal year of the Subcontractor and extend until ten (10) years from the
Subcontract's end date. Subcontractor agree to pay an amount equivalent to 1.5% of the
Net Revenues by check made payable to the California Energy Commission, EPIC Fund.
D. If a Licensed Project was developed in part with Match Funds during the Subcontract term,
the Net Royalty payments will be reduced in accordance with the percentage of such
development activities that were funded with Match Funds. For example, if 20% of the
development activities that were funded with Match Funds during the Subcontract and total
cumulative Net Royalties equaled $100,000 in one year, the Subcontractor would owe the
Energy Commission $8,000 for the year (10% of $100,000 = $10,000; 80% of $10,000 =
$8,000 (the 80% coming from 100% - 80% in match funds)).
If the Energy Commission is providing funds to the Subcontractor under this Subcontract as a
project match partner and Energy Commission funds are used in part to develop a Licensed
Project, the Net Royalty payments will be reduced in accordance with the percentage of such
development activities that were funded with non -Energy Commission funds during the
Subcontract term. For example, if 80% of the development activities were funded with
Subcontract and/or third party funds during the Subcontract and Net Royalties totaled
$100,000 in one year, the Subcontract would owe the Energy Commission $2,000 for the
year (10% of $100,000 = $10,000; 20% of $10,000 = $2,000 (the 20% coming from 100% -
80% in match funds)).
E. Unless the Subcontractor makes an early buyout, total Net Royalty or Net Revenues
payments will be limited to three (3) times the amount of funds paid by the Energy
Commission under the Subcontract. The Subcontract may make an early buyout payment to
the Energy Commission without a prepayment penalty, as an alternative to making annual
royalty payments for ten (10) years following the Subcontract's end date. The payment must
be in a lump sum amount equal to one and a half (1.5) times the amount of funds paid by the
Energy Commission under the Subcontract and made within five (5) years of the
Subcontract's end date. The payment amount due under the early buyout option will not be
reduced by the percentage of Match Funds as described above.
F. Subcontractor agrees not to make any sale, license, lease, gift or other transfer to any Project
Data Subject Invention, Copyrightable Work or Licensed Project with the intent of, or for the
purpose of, depriving Commission of Net Royalties or Net Revenues hereunder Generally
this means that the Subcontract will not make any sale, license, lease or other transfer of
Project Data, Subject Invention, Copyrightable Work or Licensed Product for consideration
other than fair market value except for research, educational, or other mutually agreed to
purposes intended to serve the public benefit.
G. The Subcontractor shall maintain separate accounts within their financial and other records
for purposes of tracking royalties and revenues due to the Commission under this
Subcontract.
H. Audits on Payments to Commissions. Payment to the Commission are subject to the Audit
clause.
I. Defaults. In the event of default hereunder, the Commission shall be free to exercise all
rights and remedies available to it herein, and under law and at equity. The Subcontractor's
failure to pay when due, any amount due and payable under the terms of this Subcontract
constitutes a default under this Subcontract.
ARTICLE 4
PUBLICATIONS, COPYRIGHTS AND RIGHTS TO DATA
Prior review by University's Principal Investigator shall be obtained by Subcontractor for
publication of any research report or other publication resulting from work performed on this
Subcontract. Decisions about authorship on all publications resulting from work under the Prime
Award and this Subcontract shall be made by University's Principal Investigator and
Subcontractor's Key Investigator, prior to any such publication. Two reprints of publications
resulting from work performed in whole or in part under this Subcontract shall be submitted to
University's Principal Investigator.
Except as otherwise provided in the conditions of the Prime Award, when publications or similar
materials are developed from work supported in whole or in part by this Subcontract, the author
is free to arrange for copyright without approval. A copy of such material shall be provided to
University.
University shall have the right to publish, disclose, disseminate and use, in whole or in part, any
data and information received or developed under this Subcontract.
ARTICLE _5
ADVERTISING AND PUBLICITY
Neither the Subcontractor nor the University will use the name of the other, either expressly or
by implication, in any news, publicity release, or other fashion without the express written
approval of the other party of this Subcontract.
ARTICLE 6
ACKNOWLEDGMENT
An acknowledgment of University and Prime Award support and a disclaimer must appear in the
publication of any material, whether copyrighted or not, based on or developed under this
Subcontract, in the following terms:
This material is based on work supported by California Energy Commission under Prime
Award no. EPC-15-077 and The Regents of the University of California.
All materials except scientific articles or papers published in scientific journals must also contain
the following:
Any opinions, findings, and conclusions or recommendations expressed in this publication
are those of the author(s) and do not necessarily reflect the views of California Energy
Commission or The Regents of the University of California.
ARTICLE 7
ACCEPTANCE AND REPORTS
A. INSPECTION AND ACCEPTANCE
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All work performed under this Subcontract is subject to inspection and acceptance by the
University or its authorized representative.
B. TECHNICAL REPORTS AND DOCUMENTS
Technical progress reports are due on a quarterly basis.
Any reports required by this Subcontract shall be due within thirty (30) days of the date of
formal request.
Inspection and acceptance for all reports and documents called for under this Subcontract
shall be at the following address:
University of California, Irvine
National Fuel Cell Research Center
221 Engineering Laboratory Facility
Irvine, CA 92697-3975
Attn: Professor Jacob Brouwer
C. CLOSE-OUT
Subcontractor shall submit Patent Statement and Equipment Report (Exhibit D) and
Subcontractor's Release documents (Exhibit E) no later than sixty (60) days after termination
of this Subcontract to the billing address in order to fulfill the reporting requirements of the
Prime Award.
ARTICLE 8
SPECIAL PROVISIONS
A. RECORDKEEPING, COST ACCOUNTING, AUDIT
1. Cost Accounting
Subcontractor agrees to keep separate, complete, and correct accounting of the costs
involved in completing the Subcontract and match funded (if any) portion of this project.
Financial records, supporting documents, and all other records pertinent to this
Subcontract shall be retained for a period of four (4) years from the date of termination of
this Subcontract. The University shall have the right to examine Subcontract's books of
accounts at all reasonable times to the extent and as is necessary to verify the accuracy of
Subcontractor's reports.
Subcontracts over $10,000: University, Prime Award Sponsor, the Comptroller General
of the United States, or any of their duly authorized representatives, shall have access to
any books, documents, paper and records of Subcontractor which are directly pertinent to
this agreement for the purpose of making audits, examinations, excerpts and
transcriptions.
2. Accounting Procedures
The Subcontractor's costs shall be determined on the basis of the Subcontractor's
accounting system procedures and practices employees as of the effect date of this
Subcontract, provided that the Subcontractor shall use generally accepted accounting
principles and cost reimbursement practices. The Subcontractor's cost accounting
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practices used in accumulating and reporting costs during the performance of this
Subcontract shall be consistent with the practices used in estimating costs of any proposal
to which this Subcontract relates; provided that such practices are consistent with the
other terms of this Subcontract and provided, further, that such costs may be accumulated
and reported in greater detail during performance of this Subcontract. The
Subcontractor'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 Subcontract.
3. Allowability of Costs
a. Allowable Costs
The costs for which the Subcontractor shall be reimbursed under this Subcontract
include all costs, direct and indirect, incurred in the performance of work that are
identified in the Subcontract budget. Costs must be incurred within the period of
performance of the Subcontract. Factors to be considered in determining whether
an individual item of cost is allowable include (i) reasonableness of the item, (ii)
appropriate use of the allocability of the item to the work, (iii) applicable federal
cost principles incorporated by reference in this Subcontract, and (iv) the terms
and conditions of this Subcontract.
b. Unallowable Costs
The following is a description of some specific items of cost that are unallowable;
provided, however, that the fact that a particular item of cost is not included shall
not mean that it allowable. Details concerning the allowability of costs are
available from the Prime Award Sponsor's Accounting Office.
i. Profit or Fees, Contingency Costs, Imputed Costs, Fines and
Penalties, Losses, Excess Profit Taxes and increased rates for this
Subcontract
ii. The University will pay for state
iii. or local state or use taxes on expenditures.
C. Except as provided for in this Subcontract, Subcontractor shall use the federal
regulations incorporated by reference in this Subcontract when determining
allowable and unallowable costs. In the event of a conflict, this Subcontract takes
precedence over the federal regulations.
4. Audit Rights
Subcontractor 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 Subcontract. The University may audit such accounting
records at all reasonable times with prior notice by the University. 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 the University of the Subcontractor's final invoice.
However, performance of any such interim audits by the University does not preclude
further audit.
5. Refund
If the University determines, that any invoiced and paid amounts exceed the actual
allowable incurred costs, Subcontractor shall repay such amount to the University within
thirty (30) days of request or as otherwise agreed by the University and Subcontractor. If
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the University does not receive such repayment, the University shall be entitled to
withhold further payments under this Subcontract to the Subcontractor or seek repayment
from the Subcontractor.
6. Match Funds
If the budget includes a match funds requirement, the Subcontractor's commitment of
resources, as described in this Subcontract, is a required expenditure for receipt of
Subcontract funds. Subcontract funds will be released only if the required percentages of
march funds are expended. The Subcontractor must maintain accounting records
detailing the expenditure of the march funds reported as match funds expenditures on the
Subcontractor's request for payment.
B. ASSIGNMENT
This Subcontract may not be assigned in whole or in part without the prior written consent of
the University.
C. TERMINATION
1. Default
In the event of any default of this Subcontract, University may, without prejudice to any
of its other legal remedies, terminate this Subcontract upon five (5) days written notice to
Subcontractor.
2. For Cause
This Subcontract may be terminated by either party upon thirty (30) days written notice
to the other party, except that the termination of the Prime Award concurrently terminates
this Subcontract with the same date. In such event, Subcontractor agrees to use all
reasonable efforts to mitigate its expenses and obligations.
The term "for cause" includes, but it not limited to, the following reasons:
a. Loss or redirection of funding for this Subcontract,
b. Significant change in Prime Award Sponsor's policy such that the work being
funded would not be supported by the Prime Award Sponsor;
c. Change in Prime Award Sponsor's staffing such that the work being funded
can be done by staff of Prime Award Sponsor.
3. Allowable Costs
The federal regulations incorporated into this Subcontract and Prime Agreement attached
hereto as Exhibit C shall be used to determine allowable termination costs, but not in
excess of the total amount of the Subcontract.
D. TITLE TO EQUIPMENT
Title to equipment (initial cost of $5000 or more and an expected service life of two (2) years
or more) purchased by the Subcontractor pursuant to the terms of this Subcontract shall vest
in the Subcontractor provided prime agency has not reserved the right to take or transfer title.
E. INDEMNIFICATION
Subcontractor shall defend, indemnify and hold University, its officers, employees and
agents harmless from and against any and all liability, loss, expense, attorneys' fees, or
claims for injury or damages arising out of the performance of this Subcontract but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for
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injury or damages are caused by or result from the negligent or intentional acts or omissions
of Subcontractor, its officers, agents or employees.
University shall defend, indemnify and hold Subcontractor, its officers, employees and
agents harmless from and against any and all liability, loss, expense, attorneys' fees, or
claims for injury or damages arising out of the performance of this Subcontract but only in
proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for
injury or damages are caused by or result from the negligent or intentional acts or omissions
of University, its officers, agents or employees.
F. PRIME AWARD
All applicable provisions contained in Prime Award No. EPC-15-086 from California Energy
Commission shall be binding upon the Subcontractor, and the Subcontractor hereby agrees to
comply with same. A copy of the Prime Award is attached to this Subcontract as Exhibit C.
G. CERTIFICATIONS
1. Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered
Transactions
(a) The prospective lower tier participant certifies, by execution of this subcontract, that
neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department of agency.
(b) Where the prospective lower tier participant is unable to certify to any of the
statements in this certification such prospective participant shall attach an explanation to
this proposal.
2. Restriction on Lobbying (in all subcontracts over $100,000 under federal grants, contract,
and cooperative agreements).
Subcontractor in executing this Subcontract is certifying that as of December 23, 1989, it
neither has used nor will use any appropriated federal funds to lobby for or otherwise
influence the awarding or amending of this Subcontract, and that it will disclose the use
of any non-federal funds used for these purposes.
H. Travel and Per Diem
1. Those trips already identified in the Budget are considered approved when this
Subcontract goes into effect. Travel not listed in the Budget of this Subcontract shall
require prior written authorization from the University. When requesting such
approval, Subcontractor will identify who shall travel, the purpose of the travel and
the destination.
2. Subcontractor must document travel expenses in its financial records as follows:
i. Expenses must be detailed.
ii. Expenses must be listed by trip, including date and times of departure and return.
iii. Subcontractor must retain receipts for travel expenses claimed for audit and
verification.
3. Travel not listed in the Budget of this Subcontract shall require prior written
authorization, via e-mail or other means, from University.
Standard of Performance
13
1. Subcontractor and their employees in the performance of Subcontractor's work
under this Subcontract shall be responsible for exercising the degree of skill and care
required by customarily accepted good professional practices and procedures used in
scientific and engineering research fields.
2. The failure of a project to achieve the technical or economic goals stated in the
Statement of Work is not a basis for the University to determine that the work is
unacceptable, unless the work conducted by the Subcontractor is deemed to be have
failed the foregoing standard of performance.
3. In the event that Subcontractor fails to perform in accordance with the foregoing
standard of performance, the University shall seek to negotiate in good faith an
equitable resolution satisfactory to both parties.
4. Nothing contained in this section is intended to limit any of the rights or remedies
which the parties may have under the law.
J. 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 Subcontract.
K. Nondiscrimination Statement of Compliance
During the performance of this Subcontract, Subcontractor shall not unlawfully
discriminate, harass or allow harassment, against any employee or applicant for
employment because of sex, sexual orientation, race, color, ancestry, religious creed,
national origin, physical disability (including HIV and AIDS), mental disability, medical
condition (cancer), age (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.
Subcontractors shall comply with provisions of the Fair Employment and Housing Act
(Government Code Sections 12990 et seq.) and the applicable regulations promulgated
hereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable
regulations of the Fair Employment and Housing 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 Subcontract by reference and made a part
of it as if set forth in full. Subcontractor shall give written notice of their obligations
under this section to labor organizations with which they have a collective bargaining or
other Subcontract.
L. Survival of Terms
It is understood and agreed that certain provisions shall survive the completion or
termination date of this Subcontract of any reason. The provisions include, but are not
limited to:
1. Recordkeeping, Cost Accounting and Auditing
2. Equipment
3. Pre -Existing Intellectual Property, Independently Funded Intellectual Property, and
Pre-existing Data
4. Intellectual Property
5. Royalty Payments to the Energy Commission
6. Access to Sites and Records
M. Definitions
14
1. Confidential Information: any data or information that is proprietary to the
Disclosing Party, allowed to be kept confidential under the California Public
Records Act (Government Code Section 6250 et seq.) or other applicable law, and
not publicly known at the time of disclosure to the receiving party.
2. Copyrightable Work means any copyrighted work as defined under U.S. copyright
law to which the Subcontractor or Match Fund has acquired title that is first created
in the performance of the Statement of Work under this Subcontract and is not a
scholarly work.
3. Data means information, regardless of the form or medium including, but not limited
to drawing, lists, findings, computations, notes, diagrams, data files, statistical
records and other research data.
4. Pre-existing Data means Data possessed or owned by the Subcontractor that exists
prior to the Subcontract start date or developed during the Subcontract without
Commission or Match Funds.
5. Project means the entire effort undertaken by Subcontractor in the performance of
this Subcontract and consisting of the work funded in whole or in part by the Prime
Award.
6. Project -relevant Pre-existing Data means Pre-existing Data used by Subcontractor in
the performance of the Statement of Work conducted under this Subcontract.
7. Project Data means Data that is first produced in the performance of this Subcontract
by Subcontractor or a Match Funds partner. Project Data does not include a
researcher's laboratory notebook, but may include the Data contained therein.
8. Deliverable Data means Project Data that is identified in the Statement of Work and
required to be delivered to the University or Commission.
9. 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 projects, objects, machinery, apparatus, implements or
tools purchased, used or constructed with the Project, including those products,
objects, machinery, apparatus, implements or tools from which over thirty percent
(30%) of the equipment is composed of Materials purchase for the Project. For
purposes of determining depreciated value of equipment used in the Subcontract, the
Project shall terminate at the end of the normal useful life of the equipment
purchased, funded and/or developed with Prime Award funds. The Energy
Commission may determine the normal useful life of such equipment.
10. Key Personnel are employees of the Subcontractor who are both listed in the
Subcontract and 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 that outcome of the project.
11. Independently Funded Intellectual Property means Intellectual Property created,
conceived, discovered, made, developed, altered, or reduced to practice by the
Subcontractor during or after the Subcontract term without Commission or Match
Funds, and any associated proprietary rights to these items that are obtained with
Energy Commission or Match Funds, such as patent and copyright.
12. Intellectual Property means inventions, technologies, designs, drawings, software,
formulas, compositions, processes, techniques, works of authorship, trademarks,
15
service marks, logs, and any associated proprietary rights to these terms, such as
patent and copyright, including and any upgrades or revisions to these items.
13. Licensed Product means any project commercialized by a Licensee that embodies or
utilizes Project Data, a Subject Invention or Copyrightable Work.
14. Licensee means the organization that is granted commercial rights to Project Data, a
Subject Invention or Copyrightable Work develop any of these into a commercial
product that is made available to the public in the marketplace or otherwise sold.
15. Load -serving entity means a company or other organization that provides electricity
to EPIC ratepayers.
16. Match Funds means cash or in -kind contributions shown in the approved budget,
Exhibit B, and provided by Subcontractors or other parties that will be used in
performance of this Subcontract.
17. Match Fund Partner means an entity providing Match Funds that does not receive
any Commission funds.
18. Materials means the substances used in constructing a finished object, commodity,
device, article or product.
19. Net Revenues means the total of the gross invoice prices of Licensed Product sold,
less the sum of the following actual and customary deductions where applicable:
cash, quantity discounts; sales, use, tariff, import/export duties or other excise taxes
imposed upon particular sales; transportation charges; and allowance or credits to
customers because of rejections or returns.
20. Net Royalties means gross licensing income, including royalties and fees, received
by Subcontractors from a Licensee as consideration for commercially licensing any
Subject Invention, Copyrightable Work, or Project Data, less the following:
a. Legal or other direct expenses (that are not otherwise reimbursed under an option
or license agreement from a third party) of patenting, protecting and preserving
patent, copyright and related property rights, maintaining patents and other such
costs, taxes, or reimbursements as may be necessary or required by law, except
patent infringement expenses;
b. Inventor or author shares in accordance with Subcontractor's patent or copyright
policy; and
c. Direct expenses include operating expenses of Subcontractor which are
customarily reimbursed by royalty payments.
Net Royalties do not include any payments to joint holders nor research funding
accepted by Subcontractor in association with an option or licensing agreement. Net
Royalties shall be aggregated cumulatively, over time for each disclosed Subject
Invention, Copyrightable Work, or Project Data.
21. Ownership means exclusive possession and control of all rights to property,
including the right to use and transfer property.
22. Pre-existing Intellectual Property means Intellectual Property that the Subcontractor
owned and possessed prior to the effective date of this Subcontract and that have not
been developed, altered, or reduced to practice with Energy Commission or Match
Funds, and any associated proprietary rights to these items that are obtained without
Energy Commission or Match Funds, such as patent and copyright.
16
23. Products means all tangible research products first made by Subcontractor, or Match
Fund Partners in the performance of this Subcontract and specified for delivery in
the Statement of Work, but not a Subject Invention nor a Copyrightable Work.
24. Project -relevant Pre-existing Intellectual Property means Pre-existing Intellectual
Property used by Subcontractor or Match Fund Partners in the performance of the
Statement of Work conducted under this Subcontract.
25. Project -relevant Independently Funded Intellectual Property means Independently
Funded Intellectual Property used by Subcontractor or Match Fund Partners in the
performance of the Statement of Work under this Subcontract.
26. Report means all required reports specified for delivery to the University in the
Statement of Work.
27. Subject Invention means any patentable invention or discovery that is either:
a. Conceived and first actually reduced to practice (actually reduced to practice or
constructively reduced to practice by the filing of a patent application) in the
performance of the Statement of Work;
b. Conceived in the performance of the Statement of Work and first reduced to
practice in the performance of the Statement of Work conducted under this
Subcontract or within forty-two (42) months after the completion of the
Statement of Work;
c. Conceived prior to the effective date of this Subcontract or conceived without
Energy Commission funds and reduced to practice in the performance of the
Statement of Work, provided that such conception is not encumbered by any
obligations owed to a third party other than the U.S. Government.
ARTICLE 9
NOTICE AND CONTACTS
A. Notices shall be directed to the appropriate individual(s) noted below.
UNIVERSITY CONTACTS
Principal Investigator
Name: Dr. Jack Brouwer
Address: National Fuel Cell Research Center
221 Engineering Laboratory Facility
Irvine, CA 92697-3975
Telephone: 949-824-8191
Email: jbrouwer@uci.edu
Authorized Official
Name: Grace J. Park
Address: UCI, Office of Research
5171 California Avenue, Suite 150
Irvine, CA 9269-17600
Telephone: 949-824-7218
Email: parkgj@uci.edu
SUBCONTRACT CONTACTS
Key Investillator
Name: Antonia Graham, Assistant to the City
Manager
Address: 2000 Main Street
Huntington Beach, CA 92648
Telephone: (714) 536-5537
Email: Antonia. grahamLasurfcity-hb.org
Authorized Official
Name: Fred Wilson, City Manager
Address: 2000 Main Street
Huntington Beach, CA 92648
Telephone: (714) 375-8465
Email: Fred.Wilsonnsurfcity-hb.org
17
Financial Contact Financial Contact
Name: Jeff Wojciechowski Name: Sunny Han, Finance Project Manager
Address: Advanced Power & Energy Program Address: 2000 Main Street
221 Engineering Lab Facility Huntington Beach, CA 92648
Irvine, CA 92697-3550 Telephone: (714) 536-5907
Telephone: 949-824-7302 Email: Sunny.Han@surfcity-hb.org
Email: jwojciec@uci.edu
B. Whenever any notice is to be given hereunder, it shall be in writing and shall be deemed
received, if delivered by courier on a business day, on the day delivered, or on the second
business day following mailing, if sent by first-class certified or registered mail, postage
prepaid.
ARTICLE 11
CONTENTS AND ORDER OF PRECEDENCE
Attached to this subcontract are the following exhibits:
EXHIBIT A - Statement of Work
EXHIBIT B - Cost Estimate
EXHIBIT C - Prime Award No. EPC-15-077
EXHIBIT D - Patent Statement and Equipment Report
EXHIBIT E - Subcontractor's Release
EXHIBIT F - Invoice Form
Insofar as these instruments apply to this subcontract together with the instruments previously
enumerated and those listed below, they constitute the entire agreement and understanding
between the University and Subcontractor. In the event of an inconsistency in this Subcontract,
the inconsistency shall be resolved by giving precedence in the following order.
1. Subcontract Schedule
2. Prime Award No. EPC-15-077
ARTICLE 12
GOVERNING LAW
This Subcontract shall be governed by the laws of the State of California without regard to its
conflicts of law principles.
ARTICLE 13
ENTIRE AGREEMENT, WAIVERS, AND AMENDMENTS
This Subcontract contains the full and complete agreement between the two parties. All
modifications must be in writing and signed by the University's Institutional Official and the
Subcontractor's Contracting Officer. No verbal agreements or conversations with any officer or
18
employee of either party shall affect or modify any of the terms and conditions of this
Subcontract.
APPROVED AND AGREED:
The Regents of the University of California
By:
Name: Grace J. Park
Title: Subcontract Manager
Date: 2/ /S ' !%
Subcontractor:
City of Huntington Beach
By: 4J4,
City Manager
By:7T
City Clerk
APPROVED AS TO FORM:
Date: 9C1_A 201 acv-4-
INITIATED ND AP OVED:
Y.
Assistant- anager
M
19
EXHIBIT 13
FINAL 17 December 2015
Budget and Budget Justification
The budget that is required for the City of Huntington Beach to participate in the proposed effort is
presented in Table 1 below. This budget estimate includes support of salaries for Antonia Graham,
Energy and Sustainability Manager/Assistant to the City Manager, Sunny Han, Finance Project
Manager, and Kirsten Graham, Energy and Sustainability Intern. The travel costs are for
collaboration meetings in Irvine and attendance at local conferences to highlight the work being
done in the Oak View Community, while the materials and supplies costs are for computer
software and hardware as well as publication expenses. Indirect costs are assessed at City of
Huntington Beach rate of 10% de minimus rate of total direct costs per 2 CFR 200.331(a)(4).
Benefits rates are calculated individually based on the individuals salary — this varies.
Note that the CEC budget request for each of the budget categories sums to a total of $90,000. A
significant amount of cost share is provided by the City of Huntington Beach in the form of salary
and benefits for staff that will directly participate in the project.
Table 1. Proposed Budget Details, for the Project
Budget Item:
CEC
Cost Share
Total
Amount
Amount
Salaries* This is
the fully burdened
$60,000
$152,900
rate for the three
project employees
Employee benefits
0
Tuition and Fees
0
0
Equipment
0
0
Materials &
$28,000
Supplies
Travel
$2,000
Subcontracts
Other Direct Costs
Indirect Costs
TOTALS:1
$90,000
$152,900
EXHIBIT C
RECIPIENT
The Regents of the University of California, Irvine
campus
AGREEMENT NUMBER
EPC-15-077
ADDRESS
AGREEMENT TERM
6/15/2016 to 7/31/2018
University of California, Irvine
The effective date of this Agreement is either the start date or the approval
Office of Research Administration
date by the California Energy Commission, whichever is later. The
California Energy Commission shall be the last party to sign. No work is
5171 California, Suite 150
authorized, nor shall any work begin, until on or after the effective date.
PROJECT DESCRIPTION
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
Page(s): 21
Exhibit A — Attachments
Page(s): 2
Exhibit B — Budget
Page(s): 27
Exhibit B — Attachments
Page(s): 0
Exhibit C — General Terms and Conditions
Page(s): 33
Exhibit C — Attachments
Page(s): 4
Exhibit D - Contacts
Page(s): 1
$ 1,500,000
$ 8101998
$ 2,310,998
The undersigned parties have read the attachments to this agreement and will comply with the standards and requirements contained therein.
CALIFORNIA ENERGY COMMISSION
RECIPIENT
AUTHORIZED SIGNATURE
DATE
AUTHORIZED SIGNATURE
DATE
NAME
Rachel L. Grant Kiley
NAME
TITLE
Contracts, Grants and Loans Office Manager
TITLE
CALIFORNIA ENERGY COMMISSION ADDRESS
1516 9th Street, MS 1, Sacramento, CA 95814
EXHIBIT C
SECTION
1.
2.
3.
4.
5.
6.
7.
8.
9.
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
EXHIBIT C
EPIC UC TERMS AND CONDITIONS
TABLE OF CONTENTS
PAGE NO.
GrantAgreement....................................................................................................................2
Attachments and References...............................................................................................2
ApplicableLaws......................................................................................................................3
DueDiligence..........................................................................................................................3
Prod ucts...................................................................................................................................
3
Reports.....................................................................................................................................
3
Legal Statement on Reports and Products.......................................................................4
Amendments...........................................................................................................................
5
Contracting and Procurement Procedures........................................................................6
Permitsand Clearances........................................................................................................8
Equipment................................................................................................................................
8
Termination..............................................................................................................................
8
Traveland Per Diem..............................................................................................................9
Standard of Performance......................................................................................................9
Paymentof Funds................................................................................................................10
Recordkeeping, Cost Accounting, and Auditing.............................................................12
Indemnification......................................................................................................................15
Workers' Compensation Insurance...................................................................................15
Confidentiality........................................................................................................................15
Pre -Existing Intellectual Property, Independently Funded Intellectual
Property, and Pre-existing Data........................................................................................17
IntellectualProperty.............................................................................................................19
Royalty Payments to the Energy Commission................................................................23
GeneralProvisions...............................................................................................................25
Certifications and Compliance...........................................................................................26
Definitions..............................................................................................................................
29
EXHIBIT C
I. TASK ACRONYMITERM LISTS
A. Task List
Task #
CPR
Task Name,Oil 9611"
1
General Project Tasks
2
Develop AEC Design and Planning Tool
3
Develop Smart Community Micro rid Energy Management Model
4
X
Develop Case Studies on Various Integration Designs
5
Develop Master Community Design
6
Develop Financial and Business Models
7
Develop Outreach Strategy
8
Evaluation of Project Benefits
9
Technology/Knowledge Transfer Activities
B. Acronym/Term List
AEC Advanced Energy Community
CAM Commission Agreement Manager
CAO Commission Agreement Officer
CPR Critical Project Review
TAC Technical Advisory Committee
II. PURPOSE OF AGREEMENT, PROBLEM/SOLUTION STATEMENT, AND GOALS AND
OBJECTIVES
A. Purpose of Agreement
The purpose of this Agreement is to fund the development of extensible tools and to plan and
design the integrated set of energy infrastructure and advanced energy technology approaches
for accelerating the deployment of Advanced Energy Communities (AEC).
B. Problem/ Solution Statement
Problem
There is lack of optimal integration approaches of smart grid technologies, combined cooling
heating and power generation with high temperature fuel cells, energy storage technologies,
and renewable energy utilization, for greater electricity reliability, lower costs, increased safety
and Zero Net Energy future in the community level.
Solution
The Regents of the University of California (Recipient), on behalf of the Irvine campus, will
develop tools, plan, design, and evaluate integrated sets of advanced energy technologies and
solutions at a pilot/community scale and to validate its benefits to California Investor -Owned -
Please see subtask 1.3 in Part III of the Scope of Work (General Project Tasks) for a description of
Critical Project Review (CPR) Meetings.
EXHIBIT C
Utilities ratepayers and California Independent System Operator in various case studies and
designs. To accelerate the deployment of AECs throughout the state, applied research is
needed to integrate and optimize the promising new energy innovations into a unified system
that efficiently interacts with the existing community electrical grid/infrastructure/buildings,
serves various end -uses, obtains performance data for scale -up, and performs cost -benefit
analyses for demonstrating economic feasibility. Master community design tools and
approaches and integration and control strategies for innovative energy technologies will be
advanced in this project, which will accelerate the development of and establish technical and
economic readiness for deployment of AECs throughout the State. The tools will be extensible
and the AEC designs will be replicable to other communities throughout California with
transferable knowledge, technologies, and findings.
C. Goals and Objectives of the Agreement
Agreement Goals
The goal of this Agreement is to: develop extensible tools and to plan and design the integrated
set of energy infrastructure and advanced energy technology approaches to convert the
community of Oak View into an AEC that can be easily replicable for use in similar communities.
Ratepayer Benefits :2 This Agreement will result in the ratepayer benefits of greater electricity
reliability, lower costs, and increased safety. The reliability is increased by 1) local renewable
energy resources are being utilized in the AEC and could serve the critical loads inside the
community without interruption, 2) providing mobility in case of an emergency through electric
vehicle charging stations in adjacent communities, 3) the AEC could provide ancillary services
to the grid during normal operations, and 4) the AEC could provide black -start capability, (the
ability to keep the system running during a power outage). The AEC design will provide lower
costs and economic benefit to the ratepayers by 1) reducing the transmission/distribution
losses, 2) reducing the need for new transmission infrastructure and 3) providing a less
expensive method in achieving the state's 50% renewable goal and environmental goals. Lastly,
this replicable AEC design will also significantly reduce greenhouse gas emissions and criteria
emissions compared to the grid as a whole, as it incorporates more renewables, leading to
increased ratepayer safety and health benefits.
Technological Advancement and Breakthroughs:' This Agreement will support the development
and commercialization of technological advancements and breakthroughs that overcome
barriers to the achievement of the State of California's statutory energy goals by: 1) maximize
the use of the renewable energy sources in the community, 2) help mitigate the increasing
renewable intermittency impact on the local utility grid, 3) reduce the emissions from the
community, and 4) improve the grid reliability and resiliency from community level. This
Agreement will support development and commercialization of technological advancements that
overcome barriers to achieving the state's increase use of renewable energy goal. This
Agreement will advance the integration of emerging and proven green energy technologies, with
2 California Public Resources Code, Section 25711.5(a) requires projects funded by the Electric Program
Investment Charge (EPIC) to result in ratepayer benefits. The California Public Utilities Commission,
which established the EPIC in 2011, defines ratepayer benefits as greater reliability, lower costs, and
increased safety (See CPUC "Phase 2" Decision 12-05-037 at page 19, May 24, 2012,
http://docs.cpuc.ca.gov/PublishedDocs/WORD PDF/FINAL DECISION/167664.PDF).
3 California Public Resources Code, Section 25711.5(a) also requires EPIC -funded projects to lead to
technological advancement and breakthroughs to overcome barriers that prevent the achievement of the
state's statutory and energy goals.
EXHIBIT C
various end -uses in the community scale. The knowledge gained from the integration of
technologies with the end -uses will be valuable to communities throughout California.
Agreement Objectives
The objectives of this Agreement are to:
• Develop and establish an AEC Design and Planning Tool to provide insights and
recommendations on various integration and deployment options for the Oak View
community,
• Develop and establish a Smart Community Microgrid Energy Management Model that can
simulate and evaluate the impacts and performance characteristics of the suite of clean
energy technologies and systems that will be implemented in the AECs,
• Carry out case studies to evaluate various designs and integration strategies; the design
effort will include, but not be limited to, combinations of Energy Efficiency Measures,
supplemental local renewable energy sources, energy storage systems, novel uses of the
natural gas system, clean power generation systems with combined cooling, heating and
power, and Smart -grid technologies that will be evaluated for the best value in terms of
economic, environmental and technical performance,
• Propose a Master Community Design for the Oak View community from the case studies,
and establish a Master Community Design for a generic community,
• Develop financial and business models for AEC design and develop a market facilitation
plan,
• Develop an outreach strategy for educating the building industry, utilities, government
agencies, communities and other interested parties regarding the benefits of using an
integrated set of advanced energy technologies to revitalize and energize a community,
make it an AEC, and produce jobs and educational benefits.
EXHIBIT C
III. TASK 1 GENERAL PROJECT TASKS
PRODUCTS
Subtask 1.1 Products
The goal of this subtask is to establish the requirements for submitting project products (e.g.,
reports, summaries, plans, and presentation materials). Unless otherwise specified by the
Commission Agreement Manager (CAM), the Recipient must deliver products as required below
by the dates listed in the Project Schedule (Part V). Products that require a draft version are
indicated by marking "(draft and final)" after the product name in the "Products" section of the
task/subtask. If "(draft and final)" does not appear after the product name, only a final version of
the product is required. With respect to due dates within this Scope of Work, "days" means
working days.
The Recipient shall:
For products that require a draft version, including the Final Report Outline and Final Report
• Submit all draft products to the CAM for review and comment in accordance with the
Project Schedule (Part V). The CAM will provide written comments to the Recipient on
the draft product within 15 days of receipt, unless otherwise specified in the task/subtask
for which the product is required.
• Consider incorporating all CAM comments into the final product. If the Recipient
disagrees with any comment, provide a written response explaining why the comment
was not incorporated into the final product.
Submit the revised product and responses to comments within 10 days of notice by the
CAM, unless the CAM specifies a longer time period, or approves a request for
additional time.
For products that require a final version only
• Submit the product to the CAM for acceptance. The CAM may request minor revisions or
explanations prior to acceptance.
For all products
• Submit all data and documents required as products in accordance with the following:
Instructions for Submitting Electronic Files and Developing Software:
o Electronic File Format
Submit all data and documents required as products under this Agreement in an
electronic file format that is fully editable and compatible with the Energy
Commission's software and Microsoft (MS) -operating computing platforms, or with
any other format approved by the CAM. Deliver an electronic copy of the full text of
any Agreement data and documents in a format specified by the CAM, such as
memory stick or CD-ROM.
The following describes the accepted formats for electronic data and documents
provided to the Energy Commission as products under this Agreement, and
establishes the software versions that will be required to review and approve all
software products:
EXHIBIT C
— Data sets will be in MS Access or MS Excel file format (version 2007 or later),
or any other format approved by the CAM.
— Text documents will be in MS Word file format, version 2007 or later.
— Documents intended for public distribution will be in PDF file format. The
Recipient must also provide the native Microsoft file format.
— Project management documents will be in Microsoft Word file format, version
2007 or later.
o Software Application Development
Use the following standard Application Architecture components in compatible
versions for any software application development required by this Agreement (e.g.,
databases, models, modeling tools), unless the CAM approves other software
applications such as open source programs:
— Microsoft ASP. NET framework (version 3.5 and up). Recommend 4.0.
— Microsoft Internet Information Services (IIS), (version 6 and up) Recommend
7.5.
— Visual Studio. NET (version 2008 and up). Recommend 2010.
— C# Programming Language with Presentation (UI), Business Object and Data
Layers.
— SQL (Structured Query Language).
— Microsoft SQL Server 2008, Stored Procedures. Recommend 2008 R2.
— Microsoft SQL Reporting Services. Recommend 2008 R2.
— XML (external interfaces).
Any exceptions to the Electronic File Format requirements above must be approved in
writing by the CAM. The CAM will consult with the Energy Commission's Information
Technology Services Branch to determine whether the exceptions are allowable.
MEETINGS
Subtask 1.2 Kick-off Meeting
The goal of this subtask is to establish the lines of communication and procedures for
implementing this Agreement.
The Recipient shall:
• Attend a "Kick-off' meeting with the CAM, the Commission Agreement Officer (CAO),
and any other Energy Commission staff relevant to the Agreement. The Recipient will
bring its Project Manager and any other individuals designated by the CAM to this
meeting. The administrative and technical aspects of the Agreement will be discussed at
the meeting. Prior to the meeting, the CAM will provide an agenda to all potential
meeting participants. The meeting may take place in person or by electronic
conferencing (e.g., WebEx), with approval of the CAM.
The administrative portion of the meeting will include discussion of the following:
o Terms and conditions of the Agreement;
o Administrative products (subtask 1.1);
o CPR meetings (subtask 1.3);
o Match fund documentation (subtask 1.7);
o Permit documentation (subtask 1.8);
EXHIBIT C
o Subcontracts (subtask 1.9); and
o Any other relevant topics.
The technical portion of the meeting will include discussion of the following:
o The CAM's expectations for accomplishing tasks described in the Scope of Work;
o An updated Project Schedule;
o Technical products (subtask 1.1);
o Progress reports and invoices (subtask 1.5);
o Final Report (subtask 1.6);
o Technical Advisory Committee meetings (subtasks 1.10 and 1.11); and
o Any other relevant topics.
Provide an Updated Project Schedule, List of Match Funds, and List of Permits, as
needed to reflect any changes in the documents.
The CAM shall:
• Designate the date and location of the meeting.
• Send the Recipient a Kick-off Meeting Agenda.
Recipient Products:
• Updated Project Schedule (if applicable)
• Updated List of Match Funds (if applicable)
• Updated List of Permits (if applicable)
CAM Product:
• Kick-off Meeting Agenda
Subtask 1.3 Critical Project Review (CPR) Meetings
The goal of this subtask is to determine if the project should continue to receive Energy
Commission funding, and if so whether any modifications must be made to the tasks, products,
schedule, or budget. CPR meetings provide the opportunity for frank discussions between the
Energy Commission and the Recipient. As determined by the CAM, discussions may include
project status, challenges, successes, advisory group findings and recommendations, final
report preparation, and progress on technical transfer and production readiness activities (if
applicable). Participants will include the CAM and the Recipient, and may include the CAO and
any other individuals selected by the CAM to provide support to the Energy Commission.
CPR meetings generally take place at key, predetermined points in the Agreement, as
determined by the CAM and as shown in the Task List on page 1 of this Exhibit. However, the
CAM may schedule additional CPR meetings as necessary. The budget will be reallocated to
cover the additional costs borne by the Recipient, but the overall Agreement amount will not
increase. CPR meetings generally take place at the Energy Commission, but they may take
place at another location, or may be conducted via electronic conferencing (e.g., WebEx) as
determined by the CAM.
The Recipient shall:
• Prepare a CPR Report for each CPR meeting that: (1) discusses the progress of the
Agreement toward achieving its goals and objectives; and (2) includes recommendations
and conclusions regarding continued work on the project.
EXHIBIT C
Submit the CPR Report along with any other Task Products that correspond to the
technical task for which the CPR meeting is required (i.e., if a CPR meeting is required
for Task 2, submit the Task 2 products along with the CPR Report).
Attend the CPR meeting.
Present the CPR Report and any other required information at each CPR meeting.
The CAM shall:
• Determine the location, date, and time of each CPR meeting with the Recipient's input.
• Send the Recipient a CPR Agenda and a List of Expected CPR Participants in advance
of the CPR meeting. If applicable, the agenda will include a discussion of match funding
and permits.
• Conduct and make a record of each CPR meeting. Provide the Recipient with a
Schedule for Providing a Progress Determination on continuation of the project.
• Determine whether to continue the project, and if so whether modifications are needed
to the tasks, schedule, products, or budget for the remainder of the Agreement. If the
CAM concludes that satisfactory progress is not being made, this conclusion will be
referred to the Deputy Director of the Energy Research and Development Division.
• Provide the Recipient with a Progress Determination on continuation of the project, in
accordance with the schedule. The Progress Determination may include a requirement
that the Recipient revise one or more products.
Recipient Products:
• CPR Report(s)
• Task Products (draft and/or final as specified in the task)
CAM Products:
• CPR Agenda
• List of Expected CPR Participants
• Schedule for Providing a Progress Determination
• Progress Determination
Subtask 1.4 Final Meeting
The goal of this subtask is to complete the closeout of this Agreement.
The Recipient shall:
• Meet with Energy Commission staff to present project findings, conclusions, and
recommendations. The final meeting must be completed during the closeout of this
Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The
meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval
of the CAM.
The technical and administrative aspects of Agreement closeout will be discussed at the
meeting, which may be divided into two separate meetings at the CAM's discretion.
o The technical portion of the meeting will involve the presentation of findings,
conclusions, and recommended next steps (if any) for the Agreement. The CAM will
determine the appropriate meeting participants.
o The administrative portion of the meeting will involve a discussion with the CAM and
the CAO of the following Agreement closeout items:
— Disposition of any state-owned equipment.
EXHIBIT C
— Need to file a Uniform Commercial Code Financing Statement (Form UCC-1)
regarding the Energy Commission's interest in patented technology.
— The Energy Commission's request for specific "generated" data (not already
provided in Agreement products).
— Need to document the Recipient's disclosure of "subject inventions"
developed under the Agreement.
— "Surviving" Agreement provisions such as repayment provisions and
confidential products.
— Final invoicing and release of retention.
• Prepare a Final Meeting Agreement Summary that documents any agreement made
between the Recipient and Commission staff during the meeting.
• Prepare a Schedule for Completing Agreement Closeout Activities.
• Provide All Draft and Final Written Products on a CD-ROM or USB memory stick,
organized by the tasks in the Agreement.
Products:
• Final Meeting Agreement Summary (if applicable)
• Schedule for Completing Agreement Closeout Activities
• All Draft and Final Written Products
EXHIBIT C
REPORTS AND,INVO/CES
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Subtask 1.5 Progress Reports and Invoices
The goals of this subtask are to: (1) periodically verify that satisfactory and continued progress
is made towards achieving the project objectives of this Agreement; and (2) ensure that invoices
contain all required information and are submitted in the appropriate format.
The Recipient shall:
• Submit a monthly Progress Report to the CAM. Each progress report must:
o Summarize progress made on all Agreement activities as specified in the scope of
work for the preceding month, including accomplishments, problems, milestones,
products, schedule, fiscal status, and an assessment of the ability to complete the
Agreement within the current budget and any anticipated cost overruns. See the
Progress Report Format Attachment for the recommended specifications.
• Submit a monthly or quarterly Invoice that follows the instructions in the "Payment of
Funds" section of the terms and conditions, including a financial report on Match Fund and
in -state expenditures.
Products:
• Progress Reports
• Invoices
Subtask 1.6 Final Report
The goal of this subtask is to prepare a comprehensive Final Report that describes the original
purpose, approach, results, and conclusions of the work performed under this Agreement. The
CAM will review and approve the Final Report, which will be due at least two months before the
Agreement end date. When creating the Final Report Outline and the Final Report, the Recipient
must use a Style Manual provided by the CAM.
Subtask 1.6.1 Final Report Outline
The Recipient shall:
• Prepare a Final Report Outline in accordance with the Style Manual provided by the
CAM. (See Task 1.1 for requirements for draft and final products.)
Recipient Products:
• Final Report Outline (draft and final)
CAM Product:
• Style Manual
• Comments on Draft Final Report Outline
• Approval of Final Report Outline
EXHIBIT C
Subtask 1.6.2 Final Report
The Recipient shall:
• Prepare a Final Report for this Agreement in accordance with the approved Final Report
Outline, Style Manual, and Final Report Template provided by the CAM with the
following considerations:
o Ensure that the report includes the following items, in the following order:
— Cover page (required)
— Credits page on the reverse side of cover with legal disclaimer (required)
— Acknowledgements page (optional)
— Preface (required)
— Abstract, keywords, and citation page (required)
— Table of Contents (required, followed by List of Figures and List of
Tables, if needed)
— Executive summary (required)
— Body of the report (required)
— References (if applicable)
— Glossary/Acronyms (If more than 10 acronyms or abbreviations are used,
it is required.)
— Bibliography (if applicable)
— Appendices (if applicable) (Create a separate volume if very large.)
— Attachments (if applicable)
o Ensure that the document is written in the third person.
o Ensure that the Executive Summary is understandable to the lay public.
— Briefly summarize the completed work. Succinctly describe the project
results and whether or not the project goals were accomplished.
— Identify which specific ratepayers can benefit from the project results
and how they can achieve the benefits.
— If it's necessary to use a technical term in the Executive Summary,
provide a brief definition or explanation when the technical term is first
used.
o Follow the Style Guide format requirements for headings, figures/tables, citations,
and acronyms/abbreviations.
o Ensure that the document omits subjective comments and opinions. However,
recommendations in the conclusion of the report are allowed.
o Include a brief description of the project results in the Abstract.
• Submit a draft of the report to the CAM for review and comment. The CAM will provide
written comments to the Recipient on the draft product within 15 days of receipt.
• Consider incorporating all CAM comments into the Final Report. If the Recipient
disagrees with any comment, provide a written response explaining why the comment
was not incorporated into the final product.
• Submit the revised Final Report and responses to comments within 10 days of notice by
the CAM, unless the CAM specifies a longer time period or approves a request for
additional time.
• Submit one bound copy of the Final Report to the CAM along with Written Responses to
Comments on the Draft Final Report.
EXHIBIT C
Products:
• Final Report (draft and final)
• Written Responses to Comments on the Draft Final Report
CAM Product:
• Written Comments on the Draft Final Report
MATCH�FUNDS, PERMITS, AND SUBCONTRACTS
Subtask 1.7 Match Funds
The goal of this subtask is to ensure that the Recipient obtains any match funds planned for this
Agreement and applies them to the Agreement during the Agreement term.
While the costs to obtain and document match funds are not reimbursable under this
Agreement, the Recipient may spend match funds for this task. The Recipient may only spend
match funds during the Agreement term, either concurrently or prior to the use of Energy
Commission funds. Match funds must be identified in writing, and the Recipient must obtain any
associated commitments before incurring any costs for which the Recipient will request
reimbursement.
The Recipient shall:
• Prepare a Match Funds Status Letter that documents the match funds committed to this
Agreement. If no match funds were part of the proposal that led to the Energy
Commission awarding this Agreement and none have been identified at the time this
Agreement starts, then state this in the letter.
If match funds were a part of the proposal that led to the Energy Commission awarding
this Agreement, then provide in the letter:
o A list of the match funds that identifies:
— The amount of cash match funds, their source(s) (including a contact name,
address, and telephone number), and the task(s) to which the match funds
will be applied.
— The amount of each in -kind contribution, a description of the contribution type
(e.g., property, services), the documented market or book value, the 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 Recipient must identify its
owner and provide a contact name, address, telephone number, and the
address where the property is located.
o A copy of a letter of commitment from an authorized representative of each source of
match funding that the funds or contributions have been secured.
At the Kick-off meeting, discuss match funds and the impact on the project if they are
significantly reduced or not obtained as committed. If applicable, match funds will be
included as a line item in the progress reports and will be a topic at CPR meetings.
Provide a Supplemental Match Funds Notification Letter to the CAM of receipt of
additional match funds.
Provide a Match Funds Reduction Notification Letter to the CAM if existing match funds
are reduced during the course of the Agreement. Reduction of match funds may trigger
a CPR meeting.
EXHIBIT C
Products:
• Match Funds Status Letter
• Supplemental Match Funds Notification Letter (if applicable)
• Match Funds Reduction Notification Letter (if applicable)
Subtask 1.8 Permits
The goal of this subtask is to obtain all permits 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, with the exception of costs incurred by University of California recipients.
Permits must be identified and obtained before the Recipient may incur any costs related to the
use of the permit(s) for which the Recipient will request reimbursement.
The Recipient shall:
• Prepare a Permit Status Letter that documents the permits required to conduct this
Agreement. If no permits are required at the start of this Agreement, then state this in the
letter. If permits will be required during the course of the Agreement, provide in the letter:
o A list of the permits that identifies: (1) the type of permit; and (2) the name, address,
and telephone number of the permitting jurisdictions or lead agencies.
o The schedule the Recipient will follow in applying for and obtaining the permits.
The list of permits and the schedule for obtaining them will be discussed at the Kick-off
meeting (subtask 1.2), and a timetable for submitting the updated list, schedule, and
copies of the permits will be developed. The impact on the project 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 progress reports and will be a topic at CPR meetings.
If during the course of the Agreement additional permits become necessary, then
provide the CAM with an Updated List of Permits (including the appropriate information
on each permit) and an Updated Schedule for Acquiring Permits.
Send the CAM a Copy of Each Approved Permit.
If during the course of the Agreement permits are not obtained on time or are denied,
notify the CAM within 5 days. Either of these events may trigger a CPR meeting.
Products:
• Permit Status Letter
• Updated List of Permits (if applicable)
• Updated Schedule for Acquiring Permits (if applicable)
• Copy of each Approved Permit (if applicable)
Subtask 1.9 Subcontracts
The goals of this subtask are to: (1) procure subcontracts required to carry out the tasks under
this Agreement; and (2) ensure that the subcontracts are consistent with the terms and
conditions of this Agreement.
The Recipient shall:
• Manage and coordinate subcontractor activities in accordance with the requirements of
this Agreement.
• Incorporate this Agreement by reference into each subcontract.
EXHIBIT C
• Include any required Energy Commission flow -down provisions in each subcontract, in
addition to a statement that the terms of this Agreement will prevail if they conflict with
the subcontract terms.
• If required by the CAM, submit a draft of each Subcontract required to conduct the work
under this Agreement.
• Submit a final copy of the executed subcontract.
• Notify and receive written approval from the CAM prior to adding any new
subcontractors (see the discussion of subcontractor additions in the terms and
conditions).
Products:
• Subcontracts (draft if required by the CAM)
TECHNICAL ADfVISORY COMMITTEE E x`
Subtask 1.10 Technical Advisory Committee (TAC)
The goal of this subtask is to create an advisory committee for this Agreement. The TAC should
be composed of diverse professionals. The composition will vary depending on interest,
availability, and need. TAC members will serve at the CAM's discretion. The purpose of the TAC
is to:
• Provide guidance in project direction. The guidance may include scope and
methodologies, timing, and coordination with other projects. The guidance may be based
on:
o Technical area expertise;
o Knowledge of market applications; or
o Linkages between the agreement work and other past, present, or future projects
(both public and private sectors) that TAC members are aware of in a particular area.
• Review products and provide recommendations for needed product adjustments,
refinements, or enhancements.
• Evaluate the tangible benefits of the project to the state of California, and provide
recommendations as needed to enhance the benefits.
• Provide recommendations regarding information dissemination, market pathways, or
commercialization strategies relevant to the project products.
The TAC may be composed of qualified professionals spanning the following types of
disciplines:
• Researchers knowledgeable about the project subject matter;
• Members of trades that will apply the results of the project (e.g., designers, engineers,
architects, contractors, and trade representatives);
• Public interest market transformation implementers;
• Product developers relevant to the project;
• U.S. Department of Energy research managers, or experts from other federal or state
agencies relevant to the project;
• Public interest environmental groups;
• Utility representatives;
• Air district staff; and
• Members of relevant technical society committees.
EXHIBIT C
The Recipient shall:
• Prepare a List of Potential TAC Members that includes the names, companies, physical
and electronic addresses, and phone numbers of potential members. The list will be
discussed at the Kick-off meeting, and a schedule for recruiting members and holding
the first TAC meeting will be developed.
• Recruit TAC members. Ensure that each individual understands member obligations and
the TAC meeting schedule developed in subtask 1.11.
• Prepare a List of TAC Members once all TAC members have committed to serving on
the TAC.
• Submit Documentation of TAC Member Commitment (such as Letters of Acceptance)
from each TAC member.
Products:
• List of Potential TAC Members
• List of TAC Members
• Documentation of TAC Member Commitment
Subtask 1.11 TAC Meetings
The goal of this subtask is for the TAC to provide strategic guidance for the project by
participating in regular meetings, which may be held via teleconference.
The Recipient shall:
• Discuss the TAC meeting schedule with the CAM at the Kick-off meeting. Determine the
number and location of meetings (in -person and via teleconference) in consultation with
the CAM.
• Prepare a TAC Meeting Schedule that will be presented to the TAC members during
recruiting. Revise the schedule after the first TAC meeting to incorporate meeting
comments.
• Prepare a TAC Meeting Agenda and TAC Meeting Back-up Materials for each TAC
meeting.
• Organize and lead TAC meetings in accordance with the TAC Meeting Schedule.
Changes to the schedule must be pre -approved in writing by the CAM.
• Prepare TAC Meeting Summaries that include any recommended resolutions of major
TAC issues.
Products:
• TAC Meeting Schedule (draft and final)
• TAC Meeting Agendas (draft and final)
• TAC Meeting Back-up Materials
• TAC Meeting Summaries
EXHIBIT C
IV. TECHNICAL TASKS
Products that require a draft version are indicated by marking "(draft and final)" after the
product name in the "Products" section of the task/subtask. If "(draft and final)" does not appear
after the product name, only a final version of the product is required. Subtask 1.1 (Products)
describes the procedure for submitting products to the CAM.
TASK 2 DEVELOP AEC DESIGN AND PLANNING TOOL
The goal of this task is to develop an AEC Design and Planning Tool.
The Recipient shall:
• Conduct site investigations throughout the Oak View community to explore opportunities
for multiple energy efficiency, control and generation technologies, analyze site
constraints, opportunities and needs, meet and interview stakeholders.
• Identify key building- and community -scale energy systems and strategies that could be
employed in the AEC. Potential examples include:
o Advanced HVAC strategies and controls.
o Advanced lighting and controls.
o Zero energy buildings.
o Recovering waste heat from commercial and industrial buildings for use in residential
heating.
o Waste -to -energy district thermal systems.
o Rooftop/community solar.
• Develop various Building Energy Simulation Tools based on the possible building- and
community -scale energy systems and strategies identified earlier in this task and submit
to CAM for approval.
• Develop the AEC Design and Planning Tool that will provide insights and
recommendations on various integration and deployment options for the community.
o Establish a baseline case from inputs including basic information on the community.
o Include potential clean energy technology and integration strategy options.
• Develop a draft System Integration Report which will include: results from the work
performed earlier in this task, concepts for integration of the technologies, results from
building and built environment simulations, and an overall draft design of the integrated
suite of advanced energy technologies suggested for the community.
• Submit the draft System Integration Report to key stakeholders, and CAM for review and
feedback.
• Revise the draft report based on feedback from key stakeholders, and CAM and submit
a final System Integration Report to the CAM for approval.
Products:
• Building Energy Simulation Tools
• AEC Design and Planning Tool
• System Integration Report (draft and final)
TASK 3 DEVELOP SMART COMMUNITY MICROGRID ENERGY MANAGEMENT MODEL
The goal of this task is to simulate and evaluate the impact and performance characteristics of
the suite of clean energy technologies and systems that will be implemented in the AEC.
The Recipient shall:
EXHIBIT C
Develop the Smart Community Microgrid Energy Management Model that will simulate
and evaluate the impact and performance characteristics of the set of clean energy
technologies that will be implemented in the AEC. The model will also evaluate multiple
energy and resources dispatch control approaches and support the development of
optimized control strategies in the AEC.
Using the model developed earlier in the task, conduct building energy modeling and
utilities analysis to:
o Support overall energy needs analysis (current and future)
o Perform risk/sensitivity analysis for load growth and fluctuations (e.g., weather,
building usage changes, technology adoption, etc.)
o Perform energy efficiency measure optimization, analyzing multiple energy efficiency
strategies in concert with production and storage solutions for microgrid optimization
from a control and first cost basis.
o Perform demand management analysis, in concert with the energy efficiency
analysis, to support effective active control of the microgrid with usage, production,
and storage constraints on multiple time scales.
Develop and submit to the key stakeholders, TAC, and CAM, a draft Model Development
Report, including:
o Discussion of the different modeling and analyses performed earlier in the task, and
results from this work.
o Recommended set of clean energy technologies.
o Summary of control and management strategies investigated.
o Optimized control and management strategies being recommended for the AEC.
Prepare a Summary of the Draft Model Development Report presentation slide deck to
present to the TAC, key stakeholders, and CAM at a TAC Meeting.
Revise the report to incorporate feedback from the stakeholders, TAC, and CAM, and
submit a final Model Development Report to the CAM for approval.
Products:
• Smart Community Microgrid Energy Management Model
• Model Development Report (draft and final)
• Summary of the Draft Model Development Report presentation slide deck
TASK 4 DEVELOP CASE STUDIES ON VARIOUS INTEGRATION DESIGNS
The goal of this task is to develop an optimized roadmap for the AEC, both technically and
financially. Case studies will be developed to evaluate various designs and integration
strategies for the AEC.
The Recipient shall:
• Develop AEC case studies with a combination of hypothetical energy efficiency
measures, supplemental local renewable energy sources, energy storage systems,
electric and gas utility systems, clean power generation system with combined heat and
power, and smart -grid technologies, based on the recommendations and results gained
in Task 3. The case studies will:
o Quantify the economic and environmental benefits and technical performance.
o Identify technical challenges encountered in each case.
o Document any prospective regulatory, administrative, planning and permitting issues
during the process.
EXHIBIT C
• Develop a technology and infrastructure plan for the AEC case studies, including: (1)
microgrid controls platform, (2) communications infrastructure, (3) building controls
integration, and (4) measurement and verification and metering infrastructure.
• Draft an AEC Case Study Report, including, but not limited to:
o A description of each of the case studies performed earlier in this task.
o Delineation of the benefits and technical performance.
o Summary of any prospective technical, regulatory, or administrative challenges
encountered.
o Summary of the planning and permitting process for each case study.
o The technology and infrastructure plan for the AEC case studies.
• Submit the draft AEC Case Study Report to the TAC, key stakeholders, and the CAM for
review and comment.
• Revise the report based on stakeholder, TAC, and
AEC Case Study Report to the CAM for approval.
• Prepare a CPR Report in accordance with subtask 1
• Participate in a CPR meeting.
Products:
AEC Case Study Report (draft and final)
CPR Report
CAM feedback, and submit a final
3 (CPR Meetings).
TASK 5 DEVELOP MASTER COMMUNITY DESIGN
The goal of this task is to develop a master community design for both the Oak View AEC, as
well as a more generic design to be used as a model for duplication in other communities.
The Recipient shall:
• Develop a draft Oak View AEC Master Community Design report for the community
based upon the findings from the case studies. The design shall include, but not be
limited to:
o Descriptions of the proposed location(s) for the development.
o Tentative maps, engineering designs of proposed buildings, streets, and community
spaces.
o Energy technologies to be deployed, any water conservation features and water
saving technologies.
o Potential interconnection sites and advanced energy infrastructure.
o Technology deployment and phasing, procurement, funding and operations
strategies.
o How these elements are combined in a systems approach.
• Submit a draft of the Oak View AEC Master Community Design report to the key
stakeholders, TAC, and CAM for review and comments.
• Prepare a Summary of the Draft Oak View AEC Master Community Design Report
presentation slide deck to present to the key stakeholders, TAC, and CAM at a TAC
Meeting.
• Revise the Oak View AEC Master Community Design report based on stakeholder, TAC,
and CAM feedback, and submit a final Oak View Master Community Design report to the
CAM for approval.
• Develop a generic Master Community Design report to serve as a model for other
communities.
EXHIBIT C
Products:
• Oak View AEC Master Community Design report (draft and final)
• Summary of the Draft Oak View AEC Master Community Design presentation slide deck
• Master Community Design report
TASK 6 DEVELOP FINANCIAL AND BUSINESS MODELS
The goal of this task is to develop financial and business model(s) for the Master Community
Design that showcases innovative financing strategies that can help make the AEC more
financially attractive in comparison with other similar community developments without
advanced energy attributes. These models will explore the use of multiple low -interest financing
mechanisms that are available to the City, as well as clean energy funding, that the City may
garner from the air quality management district.
The Recipient shall:
• Develop financial and business model(s) for the City to consider for implementation of
the AEC based on the case studies developed in Task 4, and the master design
recommendations provided in Task 5. A combination of structures and finance sources
will be examined to appropriately capture the flow of risks and benefits to all
stakeholders in the community, including the utilities, local government, residents,
business owners, etc. Multiple financial elements that will be assessed shall include, but
not be limited to:
o Private and public debt financing.
o Equipment leases.
o Power Purchase Agreements.
o Property Assessed Clean Energy financing.
o On -bill repayment mechanisms.
o Insurance.
• Collaborate with key project stakeholders (including the City), as well as financial
institutions, to assess feasibility, risk, and total costs.
• Develop a draft AEC Financial and Business Model Report to include, but not be limited
to, a discussion on the models developed and results from earlier subtasks, as well as
recommendations.
• Submit the draft AEC Financial and Business Model Report to key stakeholders
(including the City), the TAC, and the CAM for review and feedback. Revise the draft
AEC Financial and Business Model Report based on feedback from the stakeholders,
TAC, and CAM, and submit a final report to the CAM.
• Upon feedback from the City as to which financial and business model they prefer,
prepare and submit to the CAM, an AEC Financial and Business Model.
Products:
• AEC Financial and Business Model Report (draft and final)
• AEC Financial and Business Model
TASK 7 DEVELOP OUTREACH STRATEGY
The goal of this task is to educate the building industry, government agencies, other
communities and other interested parties on the benefits of using an integrated set of advanced
energy technologies in an AEC to revitalize a community and produce educational benefits.
EXHIBIT C
The Recipient shall:
• Develop outreach strategies that produce educational benefits to key stakeholders and
interested parties, on implementing an AEC.
• Develop an Outreach Strategy Repot that provides a plan that is specific to providing
educational information about the benefits of an AEC for Huntington Beach and other
communities throughout the state, and provide to the CAM for approval.
• Implement the outreach and education in the community, according to the Outreach
Strategy Report.
• Summarize the activities conducted in earlier subtasks as part of the Outreach Strategy,
in an Outreach Activity Repot and submit it to the CAM for approval.
Products:
• Outreach Strategy Report
• Outreach Activity Report
TASK 8 EVALUATION OF PROJECT BENEFITS
The goal of this task is to report the benefits resulting from this project.
The Recipient shall:
• Complete three Project Benefits Questionnaires that correspond to three main intervals
in the Agreement: (1) Kick-off Meeting Benefits Questionnaire; (2) Mid-term Benefits
Questionnaire; and (3) Final Meeting Benefits Questionnaire.
• Provide all key assumptions used to estimate projected benefits, including targeted
market sector (e.g., population and geographic location), projected market penetration,
baseline and projected energy use and cost, operating conditions, and emission
reduction calculations. Examples of information that may be requested in the
questionnaires include:
o For Product Development Projects and Project Demonstrations:
— Published documents, including date, title, and periodical name.
— Estimated or actual energy and cost savings, and estimated statewide energy
savings once market potential has been realized. Identify all assumptions
used in the estimates.
— Greenhouse gas and criteria emissions reductions.
— Other non -energy benefits such as reliability, public safety, lower operational
cost, environmental improvement, indoor environmental quality, and societal
benefits.
— Data on potential job creation, market potential, economic development, and
increased state revenue as a result of the project.
— A discussion of project product downloads from websites, and publications in
technical journals.
— A comparison of project expectations and performance. Discuss whether the
goals and objectives of the Agreement have been met and what
improvements are needed, if any.
o Additional Information for Product Development Projects:
Outcome of product development efforts, such copyrights and license
agreements.
EXHIBIT C
— Units sold or projected to be sold in California and outside of California.
— Total annual sales or projected annual sales (in dollars) of products
developed under the Agreement.
— Investment dollars/follow-on private funding as a result of Energy
Commission funding.
— Patent numbers and applications, along with dates and brief descriptions.
o Additional Information for Product Demonstrations:
— Outcome of demonstrations and status of technology.
— Number of similar installations.
— Jobs created/retained as a result of the Agreement.
o For Information/Tools and Other Research Studies:
— Outcome of project.
— Published documents, including date, title, and periodical name.
— A discussion of policy development. State if the project has been cited in
government policy publications or technical journals, or has been used to
inform regulatory bodies.
— The number of website downloads.
— An estimate of how the project information has affected energy use and
cost, or have resulted in other non -energy benefits.
— An estimate of energy and non -energy benefits.
— Data on potential job creation, market potential, economic development,
and increased state revenue as a result of project.
— A discussion of project product downloads from websites, and publications
in technical journals.
— A comparison of project expectations and performance. Discuss whether
the goals and objectives of the Agreement have been met and what
improvements are needed, if any.
• Respond to CAM questions regarding responses to the questionnaires.
The Energy Commission may send the Recipient similar questionnaires after the Agreement
term ends. Responses to these questionnaires will be voluntary.
Products:
• Kick-off Meeting Benefits Questionnaire
• Mid-term Benefits Questionnaire
• Final Meeting Benefits Questionnaire
TASK 9 TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES
The goal of this task is to develop a plan to make the knowledge gained, experimental results,
and lessons learned available to the public and key decision makers.
The Recipient shall:
• Prepare an Initial Fact Sheet at start of the project that describes the project. Use the
format provided by the CAM.
EXHIBIT C
• Prepare a Final Project Fact Sheet at the project's conclusion that discusses results.
Use the format provided by the CAM.
• Prepare a Technology/Knowledge Transfer Plan that includes:
o An explanation of how the knowledge gained from the project will be made available
to the public, including the targeted market sector and potential outreach to end
users, utilities, regulatory agencies, and others.
o A description of the intended use(s) for and users of the project results.
o Published documents, including date, title, and periodical name.
o Copies of documents, fact sheets, journal articles, press releases, and other
documents prepared for public dissemination. These documents must include the
Legal Notice required in the terms and conditions. Indicate where and when the
documents were disseminated.
o A discussion of policy development. State if project has been or will be cited in
government policy publications, or used to inform regulatory bodies.
o The number of website downloads or public requests for project results.
o Additional areas as determined by the CAM.
• Conduct technology transfer activities in accordance with the Technology/Knowledge
Transfer Plan. These activities will be reported in the Progress Reports.
• When directed by the CAM, develop Presentation Materials for an Energy Commission -
sponsored conference/workshop(s) on the project.
• When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the
California Energy Commission.
• Provide at least (6) six High Quality Digital Photographs (minimum resolution of
1300x500 pixels in landscape ratio) of pre and post technology installation at the project
sites or related project photographs.
• Prepare a Technology/Knowledge Transfer Report on technology transfer activities
conducted during the project.
Products:
• Initial Fact Sheet (draft and final)
• Final Project Fact Sheet (draft and final)
• Presentation Materials (draft and final)
• High Quality Digital Photographs
• Technology/Knowledge Transfer Plan (draft and final)
• Technology/Knowledge Transfer Report (draft and final)
V. PROJECT SCHEDULE
Please see the attached Excel spreadsheet.
EXHIBIT C
Agreement Term: 06-15-2016 to 07-31-2018
Within this Scope of Work, "days" means working days. Changes to due dates must be approved in writing by the CAM, and may require
approval by the Energy Commission's Executive Director or his/her designee.
Task/
Subtask #
Task/Subtask Name
Meeting;Name
Product(s)
01 Due Date ;
i �'
1
General Project Tasks
1.1
Products
1.2
Kick-off Meeting
Kick-off Meetings ;
10/10/2016
Updated Project Schedule (if
applicable)
7 days after determination of
the need to update the
documents
Updated List of Match Funds (if
applicable)
Updated List of Permits (if applicable)
CAM Product y
Kick-off Meeting Agenda
7 days prior to the kick-off
meeting
1.3
CPR Meeting
CPR Meeting,#;1 `,.,
`1
10/25/2017
CPR Report
15 days prior to the CPR
Task Products
meeting
CAM Products.
CPR Agenda
5 days prior to the CPR
List of Expected CPR Participants
meeting
Schedule for Providing a Progress
Determination
15 days after CPR meeting
Progress Determination
As indicated in the Schedule
for Providing a Progress
Determination
1.4
Final Meeting
Final Meetirig;
6/10/2018
Final Meeting Agreement Summary (if
applicable)
Schedule for Completing Agreement
7 days after the final meeting
Closeout Activities
All Draft and Final Written Products
1.5
Progress Reports and
Progress Reports
10 days after the first of each
Invoices
month
Invoices
10 days after the first of each
month or quarter
1.6.1
Final Report Outline
Draft Final Report Outline
1/31/2018
Final Report Outline
1 week following suggested
edits from CAM on Draft Final
Report Outline
CAM Product
Style Manual
At least 2 months prior to the
final report outline due date
Comments on Draft Final Report
10 days after receipt of the
Outline
Draft Final Report Outline
Approval of Final Report Outline
10 days after receipt of the
Final Report Outline
1.6.2
Final Report
Draft Final Report
3/30/2018
Final Report
5/31/2018
CAM Products:".:
Comments on Draft Final Report
30 days after receipt of the
Outline
Draft Final Report
1.7
Match Funds
Match Funds Status Letter
2 days prior to the kick-off
meeting
Supplemental Match Funds Notification
10 days after receipt of
Letter(if applicable)
additional match funds
Match Funds Reduction Notification
10 days after any reduction of
Letter (if applicable)
match funds
EXHIBIT C
11.8 1 Permits
1.9 Subcontracts
1.10 Technical Advisory
Committee (TAC)
1.11 TAC Meetinas
12
13
Develop AEC Design and
Planning Tool
Develop Smart Community
Microgrid Energy
Management Model
TAC Meeting #1
Permit Status Letter
Updated List of Permits (if applicable)
Updated Schedule for Acquiring
Permits (if applicable)
Copy of Each Approved Permit (if
applicable)
Draft Subcontracts (if required by the
List of Potential TAC Members
List of TAC Members
Documentation of TAC Member
TAC Meeting Summaries
Building Energy Simulation Tool
AEC Design and Planning Tool
Draft System Integration Report
Final System Integration Report
Smart Community Microgrid Energy
Management Model
Draft Model Development Report
Final Model Development Report
2 days prior to the kick-off
10 days after determination of
the need for a new permit
7 days after receipt of each
permit
As determined by the CAM
2 days prior to the kick-off
meeting
7 days after finalization of the
TAC
7 days after receipt of the
documentation
7/31 /2017
1 /25/2018
20 days after the kickoff
meeting
10 days after the first TAC
meeting
20 days prior to each TAC
meeting
7 days prior to each TAC
meeting
10 days after each TAC
7/10/2017
7/10/2017
8131 /2017
Summary of the Draft Model Development
Report presentation slide deck
2 days prior to the 1 st TAC
Meeting
4
Develop Case Studies on
CPR Meeting
Draft AEC Case Study Report
10/10/2017
Various Integration Designs
Final AEC Case Study Report
11/30/2017
5
Develop Master Community
Draft Oak View AEC Master Community
1/10/2018
Design
Design Report
Final Oak View AEC Master Community
3/15/2018
Design Report
Summary of the Draft Oak View AEC
2 days prior to the 2nd TAC
Master Community Design presentation
Meeting
slide deck
Master Community Design Report
3/30/2018
6
Develop Financial and
Draft AEC Financial and Business
3/15/2018
Business Models
Model Report
Final AEC Financial and Business
4/30/2018
Model Report
AEC Financial and Business Model
4/30/2018
7
Develop Outreach Strategy
Outreach Strategy Report
10/31/2017
Outreach Activity Report
5/31/2018
EXHIBIT C
Evaluation of Project Benefits I (Kick-off Meeting Benefits Questionnaire 1 10/31/2016
Mid-term Benefits Questionnaire 7/31/2017
Final Meeting Benefits Questionnaire 513l/2018
EXHIBIT C
9 Technology/Knowledge
Transfer Activities
Draft Initial Fact Sheet
11/15/2016
Final Initial Fact Sheet
2 weeks after receipt of CAM
feedback on Draft Initial Fact
Sheet
Draft Final Project Fact Sheet
4/2/2018
Final Project Fact Sheet
5/31/2018
Draft Presentation Materials
1 week before the scheduled
meeting or outreach event, as
directed by CAM
Final Presentation Materials
2 days before the scheduled
meeting or outreach event, as
directed by CAM
Hiqh Qualitv Diqital Photooranhs
As directed by CAM
Draft Technology/Knowledge Transfer 19/1/2017
Final Technology/Knowledge Transfer 2 weeks after receipt of CAM
Plan feedback on Draft
Technology/Knowledge
Draft Technology/Knowledge Transfer 14/30/2018
Final Technology/Knowledge Transfer 15/31/2018
EXHIBIT C
Funds Spent in CA
The Regents of the University of Ca
AN
rUf1U5 JNUfll III %.,IA
ie
EXHIBIT C
Category Budget
Name of Organization National Renewable Energy Laboratory
H Contractor/Recipient
[J] Subcontractor
❑ Small Business [] Micro Business
❑
Disabled Veteran Business Enterprise
Energy
Cost Category
CommissionMatch
Share
Total
Reimbursable
Share
Direct Labor -
123,060-
$
104,005�
227;065
y$
'Y$
Fringe Benefits ..
$
40;487
$ ,
WI
34;217
$
74 704
Total Labor
$
163,547
$
38,222Ov
$
301,769
Travel
$
-
$ ,
8,900
Ate';
$
$900
Equipment
$
$ y
y
N',
2_"
$
_
Materials/Miscellaneous
$�
$
Subcontractors
$
,1
Total Other Direct Costs
$
$8
900
$b 8,900
Indirect Costs
$-; .: y186,453
$
52,878
$ % ��239,331
Profit (not allowed for grant
recipients)-
z
$.
Total Indirect' and Profit
$
1$6453
$��
52,878
$
239,331
�350,000
Grand Totals
$
$ ,.
200,000,
$
,.550,00,Q
�J
Amount of Funds Spent in CA
$
Percentage of Funds
Spent in CA
'
25%
EXHIBIT C
EXHIBIT C
EPIC UC TERMS AND CONDITIONS
1. Grant Agreement
This grant agreement (Agreement) between the California Energy
Commission (Energy Commission, or Commission) and the Recipient is funded by
the Electric Program Investment Charge (EPIC), an electricity ratepayer surcharge
authorized by the California Public Utilities Commission (CPUC).
Project refers to the entire effort undertaken and planned by the Recipient,
including the work co -funded by the Commission. The project may coincide with or
extend beyond the Agreement period. Project tasks refer to the work elements of
the project. Typically, there are distinct projects tasks within the project being paid
for by the Commission under this Agreement.
This Agreement is comprised of the grant funding award, the Terms and
Conditions, and all attachments. These Terms and Conditions are standard
requirements for EPIC grant awards. The Energy Commission may impose special
conditions in this grant Agreement which address the unique circumstances of this
project. Special conditions that conflict with these standard provisions take
precedence. Any special conditions are attached to this Agreement.
All work and/or the expenditure of funds (Energy Commission -reimbursed and/or
match share) must occur within the approved term of this Agreement. The Energy
Commission cannot authorize any payments until all parties sign this Agreement.
The start term of this Agreement is either the specified start term or the date the
Energy Commission signs the Agreement, whichever is later. The Energy
Commission will only sign the Agreement after the Recipient signs it and it has
been approved at an Energy Commission Business Meeting.
2. Attachments and References
The following are attached and hereby expressly incorporated into this Agreement.
A. The funding solicitation for the project supported by this Agreement
B. The Recipient's proposal submitted in response to the solicitation, but in the
event of a conflict between the proposal and this Agreement, this Agreement
prevails
C. Confidentiality Exhibit (if applicable)
D. Intellectual Property Exhibit (if applicable)
E. Special Conditions (if applicable)
The federal regulations identified below are incorporated by reference as part of
this Agreement. These Terms and Conditions and any Special Conditions take
precedence over the regulations:
2 CFR Part 200 (See cost principles in Subpart E, Sections 200.400 et seq.
See procurement standards in Subpart D, Sections 200.317 et seq.)
EXHIBIT C
3. Applicable Laws
Recipient agrees to abide by all federal, state, and local laws and regulations
applicable to the project even if they are not stated in this Agreement.
Recipient also asserts that it follows the Information Practices Act ("IPA") as
codified at California Civil Code sections 1798 et seq. To the extent that Recipient
will collect or otherwise have access to Personal Information as defined in the
IPA in carrying out the Scope of Work of this Agreement, Recipient will follow the
requirements of the IPA. Subject to applicable IPA disclosure restrictions, other
applicable pre-existing use and disclosure restrictions identified in Attachment 1,
or any other provisions in this Agreement, including but not limited to
Confidentiality, Recipient may provide the Commission access to Personal
Information collected under this Agreement only for the purpose of verifying
aspects of the Recipient's analysis. The Commission takes no ownership
interest in or license to the Personal Information.
4. Due Diligence
The Recipient is required to take timely actions which, taken collectively, move this
project to completion. The Commission Agreement Manager will periodically
evaluate the schedule for completion of Scope of Work tasks. If the Commission
Agreement Manager determines (1) the Recipient is not being diligent in completing
the tasks in the Scope of Work or (2) the time remaining in the funding award is
insufficient to complete all project work tasks not later than the Agreement term
date, the Project Manager shall consult with the Recipient to determine whether the
tasks will be completed according to schedule. If completion cannot be completed
on schedule or by a mutually agreeable extension in time, the Energy Commission
may, without prejudice to any of its remedies, terminate this Agreement in
accordance with the Termination provisions stated in Section 12.
5. Products
Unless otherwise directed, draft copies of all Products identified in the Scope of
Work shall be submitted to the Energy Commission's Accounting Office at the
address below. The Accounting Office will forward Products to the Commission
Agreement Manager for review and comment. The Recipient will submit an original
and two copies of the final version of all Products to the Accounting Office.
California Energy Commission
Accounting Office
1516 Ninth Street, MS-2
Sacramento, CA 95814
6. Reports
A. Submission of Reports
All Reports will be submitted to the Accounting Office at the address listed in
Section 5 above. The Commission Agreement Manager (CAM) will provide
the reporting components, style, and formatting requirements to the Principal
Investigator.
0:/CI1:31IN
B. Progress Reports
The Recipient shall prepare progress Reports on the schedule provided and
in the manner and form specified in the Scope of Work. The Recipient shall
prepare progress Reports, which summarize all grant activities conducted
by the Recipient for the reporting period, including an assessment of the
ability to complete the project within the current budget and any anticipated
cost overruns.
C. Final Reports
The Recipient shall prepare a final Report outline, draft final Report and final
Report on the schedule provided in the Scope of Work. The final Report
shall describe the original purpose, approach, results and conclusions of the
work done under this Agreement.
The Payment Request for the final payment (including any retention) may
only be submitted after the final Report is completed and the Commission
Agreement Manager has verified that all work has been completed in
accordance with the requirements of this Agreement.
D. Rights in Reports
The Energy Commission retains ownership and copyright rights in all
Reports produced and delivered pursuant to this Agreement, including the
right to grant others any or all copyright rights in such materials. The Energy
Commission grants Recipient a fully paid -up, royalty -free, nonexclusive,
nontransferable, nonsublicensable, irrevocable license to reproduce,
prepare derivative works, distribute copies, perform publicly, and display
publicly such Reports for educational and research purposes and to allow
other educational and nonprofit institutions to do so for educational and
research purposes.
E. Failure to Comply with Reporting Requirements
Failure to comply with the reporting requirements contained in this award will
be considered a material noncompliance with the terms of the award.
7. Legal Statement on Reports and Products
No Product or Report produced as a result of work funded by this program shall be
represented to be endorsed by the Energy Commission, and all such Products or
Reports shall include the following statement:
LEGAL NOTICE
EXHIBIT C
This document was prepared as a result of work sponsored by the
California 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 document; 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 of
the information in this report.
8. Amendments
A. Procedure for Requesting Changes
The Recipient must submit a written request to the Commission
Agreement Manager for any change to the Agreement. The request must
include:
A brief summary of the proposed change;
ii. A brief summary of the reason(s) for the change; and
iii. The revised section(s) of the Agreement, with changes made in
underline/ strikeout format.
B. Approval of Changes
Certain changes to the Agreement (e.g., changes that increase the
Agreement amount or substitute one Recipient for another) must be
approved at a Commission business meeting or by the Executive Director
(or his/her designee). Generally, changes that are not significant to the
Agreement may be documented in a Letter of Agreement signed by both
parties (electronic signatures are acceptable). See Attachment 2 for a
sample Letter of Agreement.
The Contract Agreement Manager or Contract Agreement Officer will
provide the Recipient with guidance regarding the level of Commission
approval required for a proposed change.
C. Personnel or Subcontractor Changes
All changes below require advance written approval by the Commission
Agreement Manager, in addition to the appropriate level of Commission
approval as described in subsection B.
Replacement of Key Personnel, Subcontractors, and Vendors
The Commission Agreement Manager must provide advance written
approval of the replacement of Key Personnel, Key Subcontractors,
and Key Vendors who are both identified in the Agreement and are
critical to the outcome of the project, such as the Project Manager.
ii. Assignment of New Personnel to an Existing Job Classification
EXHIBIT C
If the Recipient or a subcontractor seeks to assign new personnel
who are critical to the outcome of the project to a job classification
identified in Exhibit B, the Recipient or subcontractor must submit the
individual's resume and proposed job classification and rate to the
Commission Agreement Manager for approval. The proposed rate
may not exceed the maximum rate identified for the job classification.
Neither the Recipient nor any subcontractor may use the job
classifications or rates of their subcontractors for personnel.
iii. Promotion of Existing Personnel to an Existing Job Classification
Recipient or subcontractor personnel that are identified in Exhibit B
may be assigned to a higher -paying job classification identified in
Exhibit B.
iv. Addition of Subcontractors
In order to add subcontractors to Exhibit B, the Commission
Agreement Manager must submit a "Subcontractor Addition" form to
the Commission Agreement Officer. The form identifies the new
subcontractor, bidding method used (competitive or non-competitive),
and the tasks the new subcontractor will perform.
V. Addition of Job Classifications
vi. Increased Rates that Exceed the Rates Identified in Exhibit B.
vii. Increased total costs above the total grant award amount. The
Commission will not be liable for expenses exceeding the total grant
award amount, unless an amendment has been approved.
9. Contracting and Procurement Procedures
This section provides general requirements for an agreement between the
Recipient and a third party ("subcontractor").
Subcontracting criteria are specified in the applicable federal regulations
incorporated by reference in this Agreement. The Energy Commission will defer to
the Recipient's own regulations and procedures as long as they reflect applicable
state and local laws and regulations and are not in conflict with the minimum
standards specified in this Agreement and any Code of Federal Regulations
incorporated by reference in this Agreement.
Upon request, the Recipient must submit to the Commission Agreement Manager a
copy of all solicitations for services or products required to carry out the terms of
this Agreement, copies of the proposals or bids received, and copies of
subcontracts executed.
The Recipient is responsible for handling all contractual and administrative issues
arising out of or related to any subcontracts it enters into under this Agreement.
All subcontracts except those with U.S. Department of Energy National
Laboratories must incorporate all of the following:
EXHIBIT C
A. A clear and accurate description of the material, products, or services to be
procured as well as a detailed budget and timeline.
B. Provisions which allow for administrative, contractual, or legal remedies in
instances where subcontractors violate or breach contract terms, and
provide for such sanctions and penalties as may be appropriate.
C. Provisions for termination by the Recipient including termination procedures
and the basis for settlement.
D. Any additional requirements specified in the federal regulations incorporated
by reference in this Agreement.
E. Further assignments shall not be made to any third or subsequent tier
subcontractor without additional advance written consent of the Energy
Commission's Grants Officer.
All subcontracts except those with U.S. Department of Energy National
Laboratories must also incorporate language conforming to the following provisions
specified in this Agreement and contain the following provisions:
A. Standard of Performance
B. Nondiscrimination
C. Indemnification
D. Pre -Existing Intellectual Property, Independently Funded Intellectual
Property, and Pre-existing Data
E. Intellectual Property
F. Royalty Payments to the Energy Commission
G. Travel and Per Diem
H. Equipment
I. Recordkeeping, Cost Accounting, and Auditing
J. Access to Sites and Records
K. Legal Notice
L. Survival of the following sections:
i. Recordkeeping, Cost Accounting and Auditing
ii. Equipment
iii. Pre -Existing Intellectual Property, Independently Funded
Intellectual Property, and Pre-existing Data
iv. Intellectual Property
V. Royalty Payments to the Energy Commission
vi. Access to Sites and Records
EXHIBIT C
Nothing contained in this Agreement or otherwise, shall create any contractual
relation between the Energy Commission and any subcontractors, and no
subcontract shall relieve the Recipient of its responsibilities and obligations
hereunder.
Recipient shall be responsible for establishing and maintaining contractual
agreements with and reimbursement of each subcontractor for work performed in
accordance with the terms of this Agreement.
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 years
after final payment under this Agreement.
Failure to comply with the above requirements may result in the termination of this
Agreement.
10. Permits and Clearances
The Recipient is responsible for ensuring all necessary permits and environmental
documents are prepared and clearances are obtained from the appropriate
agencies.
11. Equipment
Title to equipment acquired by the Recipient with grant funds shall vest in the
Recipient. The Recipient shall use the equipment in the project or program for
which it was acquired as long as needed, whether or not the project or program
continues to be supported by grant funds and shall not encumber the property
without Commission Agreement Manager approval.
Recipient should refer to the applicable federal regulations incorporated by
reference in this Agreement for additional equipment requirements.
12. Termination
A. Default
In the event of any default of this Agreement, the Commission may,
without prejudice to any of its other legal remedies, terminate this
Agreement upon five (5)-days written notice to UC.
B. For Cause
The Commission may, for cause, and at its option, terminate this
Agreement upon giving thirty (30)-days advance written notice to UC. In
such event, UC agrees to use all reasonable efforts to mitigate its
expenses and obligations.
The term "for cause" includes, but is not limited to, the following reasons:
Loss or redirection of State or Federal funding for this Agreement;
ii. Significant change in State or Commission policy such that the
work or Product being funded would not be supported by the
Commission;
EXHIBIT C
iii. Change in Commission's staffing such that the work or Product
being funded can be done by staff of the Commission.
C. Allowable Costs
The federal regulations incorporated into this agreement shall be used to
determine allowable termination costs, but not in excess of the total
amount of the Agreement.
13. Travel and Per Diem
A. Recipient shall be reimbursed for travel and per diem for trips in accordance
with the Regents -approved rates for University of California (UC)
employees. Recipient shall provide a copy of the current Regents -approved
rates to the Energy Commission upon request. Travel expenses in excess of
Regents -approved rates cannot be reimbursed.
B. Those trips already identified in the Budget section are considered approved
when this Agreement goes into effect. Travel not listed in the Budget section
of this Agreement shall require prior written authorization from the
Commission Agreement Manager. When requesting such approval,
Recipient will identify who shall travel, the purpose of travel and the
destination.
C. Any Department of Energy (DOE) authorized travel shall be reimbursed on
the same basis as the DOE approved rates in effect during this Agreement.
D. UC must document travel expenses in its financial records as follows:
i. Expenses must be detailed using the current UC Regents / DOE -
approved rates.
ii. Expenses must be listed by trip, including dates and times of
departure and return.
iii. UC/DOE must retain receipts for travel expenses claimed for audit
and verification.
E. Travel not listed in the Budget section of this Agreement shall require prior
written authorization, via e-mail or other means, from the Commission
Agreement Manager.
14. Standard of Performance
A. Recipient, its subcontractors and their employees in the performance of
Recipient's work under this Agreement shall be responsible for exercising
the degree of skill and care required by customarily accepted good
professional practices and procedures used in scientific and engineering
research fields.
EXHIBIT C
B. 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 Recipient
or its subcontractors is deemed by the Energy Commission to have failed
the foregoing standard of performance.
C. In the event that Recipient or its subcontractor fails to perform in
accordance with the foregoing standard of performance, the Commission
Agreement Manager and the Recipient Project Manager shall seek to
negotiate in good faith an equitable resolution satisfactory to both parties.
D. Nothing contained in this section is intended to limit any of the rights or
remedies which the Energy Commission may have under law.
15. Payment of Funds
A. Payment Requests
Unless indicated otherwise in Special Conditions, the Recipient may request
payment from the Energy Commission at any time during the term of this
Agreement, but no more frequently than monthly, although it is preferred that
payment requests be submitted with the progress reports.
Payments will generally be made on a reimbursement basis for Recipient's
expenditures, i.e., after the Recipient has paid for a service, product,
supplies, or other approved budget item. No reimbursement for food or
beverages shall be made other than allowable per diem charges.
Funds in this award have a limited period in which they must be
expended. All Recipient expenditures must occur within the approved term
of this Agreement.
B. Advance Payment
UC may make advance payments to UC campuses, Federal
Laboratories, California State Agencies, the California State
University and Community College systems, and Federal Agencies.
UC shall not provide advance payment without prior written approval
from both the Commission Agreement Manager and the Commission
Agreement Officer.
ii. UC can submit the first invoice for advance payment at any time.
Thereafter, Contractor shall submit all invoices for advance payment
on a quarterly basis.
iii. If the estimated period of performance exceeds ninety (90) days and
the estimated cost exceeds $25,000, the Commission shall advance
funds incrementally. In such a case, UC will initially invoice the
Commission in an amount sufficient to permit the work to proceed for
one hundred and eighty (180) days and thereafter invoice the
Commission to maintain approximately a ninety (90) day period that
is funded in advance.
EXHIBIT C
iv. A reconciliation report, reflecting actual costs, shall be submitted
every quarter after the initial advance payment. This report is due
within 30 days after the end of each quarter. The reconciliation report
shall include detail as provided in the Payment Request Format
clause below.
V. Other than the initial advance payment, the Commission Agreement
Manager will approve advance payments provided that the
Commission Agreement Manager has received and accepted the
Reports, and any other required Products for the previous period.
vi. Upon completion or termination of this Agreement, Contractor shall
refund any excess funds to the Commission within sixty (60) calendar
days.
C. Payment Request Format
A request for payment shall consist of, but not be limited to, the following:
i. Agreement number, date prepared, and billing period.
ii. Operating expenses, including equipment, travel, miscellaneous,
and materials.
iii. A report of Match Funds expenditures (actual cash and in -kind
services).
iv. Fees (fringe, direct and indirect overheads, general and
administrative, profit, etc.). Identify actual and cumulative amounts
by budget category.
V. A report of the in -State expenditures associated with the request for
payment and the cumulative -to -date of in -State expenditures for the
project. This report can be listed on the request for payment or
appended to it as an attachment.
vi. A copy of the UC General Ledger for the request for payment
period.
The Energy Commission will accept computer -generated or electronically
transmitted invoices without backup documentation provided that the
Recipient sends a hardcopy the same day.
Recipient shall submit all invoices to the following address:
California Energy Commission
Accounting Office
EPIC Grant Program
1516 Ninth Street, MS-2
Sacramento, CA 95814
D. Release of Funds
EXHIBIT C
Each invoice is subject to both Commission Agreement Manager and
Commission Grants Officer approval. The Commission Agreement Manager
will not process any payment request during the Agreement term if the
following conditions have not been met:
All required Products and Reports have been submitted and are in
accordance with the Standard of Performance Clause.
All applicable special conditions have been met.
iii. All appropriate permits or permit waivers from governmental agencies
have been issued to the Recipient and copies have been received by
the Commission Agreement Manager.
Payments shall be made to the Recipient only for undisputed invoices. An
undisputed invoice is an invoice executed by the Recipient for project
expenditures, that meets all payment conditions of the Agreement, and for
which additional evidence is not required to make payment. The invoice may
be disputed if all Products due for the billing period have not been received
and approved, if the invoice is inaccurate, or if it does not comply with the
terms of this Agreement. If the invoice is disputed the Recipient will be
notified via a Dispute Notification Form within 15 working days of receipt of
the invoice. On any disputed invoice, the Commission shall withhold
payment only on that portion of the invoice that is disputed.
E. Indirect Costs
For any of the 10 University of California (UC) campuses and the UC Office
of the President, whether funds are received through a prime award or
through a subaward from another UC location, the maximum indirect cost
rate allowable under this Agreement is 25% of Modified Total Direct Cost
(MDTC).
F. Retention
No retention will be withheld under this Agreement.
G. State Controller's Office
Payments are made by the State Controller's Office.
16. Recordkeeping, Cost Accounting, and Auditing
A. Cost Accounting
Recipient agrees to keep separate, complete, and correct accounting of the
costs involved in completing the grant and match funded (if any) portion of
this project. The Energy Commission or its agent shall have the right to
examine Recipient's books of accounts at all reasonable times to the extent
and as is necessary to verify the accuracy of Recipient's reports.
B. Accounting Procedures
EXHIBIT C
The Recipient's costs shall be determined on the basis of the Recipient's
accounting system procedures and practices employed as of the effective
date of this Agreement, provided that the Recipient shall use generally
accepted accounting principles and cost reimbursement practices. The
Recipient'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
Recipient'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
Allowable Costs
The costs for which the Recipient shall be reimbursed under this
Agreement include all costs, direct and indirect, incurred in the
performance of work that are identified in the grant Budget. 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) appropriate use
of the allocability of the item to the work, (iii) applicable federal cost
principles incorporated by reference in this Agreement, and (iv) the
terms and conditions of this Agreement.
ii. Unallowable Costs
The following is a description of some specific items of cost that are
unallowable; provided, however, that the fact that a particular item of
cost is not included shall not mean that it is allowable. Details
concerning the allowability of costs are available from the Energy
Commission's Accounting Office.
a. Profit or Fees, Contingency Costs, Imputed Costs, Fines and
Penalties, Losses, Excess Profit Taxes and increased rates
for this Agreement (if not otherwise approved by the Energy
Commission as described in Section 8 of this Agreement).
b. The Energy Commission will pay for state or local sales or
use taxes on expenditures. The State of California is exempt
from Federal excise taxes.
iii. Except as provided for in this Agreement, Recipient shall use the
federal regulations incorporated by reference in this Agreement
when determining allowable and unallowable costs. In the event of a
conflict, this Agreement takes precedence over the federal
regulations.
EXHIBIT C
D. Audit Rights
Recipient 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 the Energy Commission,
may audit such accounting records at all reasonable times with prior notice
by the Energy Commission. The 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 the Energy Commission of the
Recipient's final invoice. However, performance of any such interim audits
by the Energy Commission does not preclude further audit.
Recipient 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
source documentation pertaining to the performance of this Agreement.
Recipient agrees to maintain such records for possible audit for a
minimum of three (3) years after final payment, unless a longer period of
record retention is stipulated. Recipient 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, Recipient agrees to include a similar right
of the state to audit records and interview staff in any subcontract related
to performance of this Agreement.
E. Refund to the Energy Commission
If the Energy Commission determines, that any invoiced and paid amounts
exceed the actual allowable incurred costs, Recipient shall repay such
amounts to the Energy Commission within thirty (30) days of request or as
otherwise agreed by the Energy Commission and Recipient. If the Energy
Commission does not receive such repayments, the Energy Commission
shall be entitled to withhold further payments under this Agreement to the
Recipient or seek repayment from the Recipient.
F. Match Funds
If the Budget includes a Match Funds requirement, the Recipient's
commitment of resources, as described in this Agreement, is a required
expenditure for receipt of Energy Commission funds. Grant funds will be
released only if the required percentages of Match Funds are expended.
The Recipient must maintain accounting records detailing the expenditure of
the Match Funds (actual cash and in -kind services) reported as Match
Funds expenditures on the Recipient's request for payment.
EXHIBIT C
17. Indemnification
Recipient shall defend, indemnify and hold the State of California and its agencies
(including the Energy Commission and the California Public Utilities Commission),
their respective officers, employees and agents harmless from and against any and
all liability, loss, expense, attorneys' fees, or claims for injury or damages arising
out of the performance of this Agreement but only in proportion to and to the extent
such liability, loss expense, attorneys' fees or claims for injury or damages are
caused by or result from the negligent or intentional acts or omissions of Recipient,
its officers, agents or employees.
The Energy Commission shall defend, indemnify and hold Recipient, its officers,
employees and agents harmless from and against any and all liability, loss
expense, attorneys' fees or claims for injury or damages arising out of the
performance of this Agreement but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees or claims for injury or damages are caused
by or result from the negligent or intentional acts or omissions of the State of
California, its officers, agents or employees.
18. Workers' Compensation Insurance
A. Recipient hereby warrants that it carries Worker's Compensation Insurance
for all of its employees who will be engaged in the performance of this
Agreement, and agrees to furnish to the Commission Agreement Manager
satisfactory evidence of this insurance at any time the Commission
Agreement Manager may request.
B. If Recipient is self -insured for worker's compensation, it hereby warrants
such self-insurance is permissible under the laws of the State of California
and agrees to furnish to the Commission Agreement Manager satisfactory
evidence of this insurance at any time the Commission Agreement Manager
may request.
19. Confidentiality
A. Identification of Confidential Information
For purposes of this Agreement, "Confidential Information" means
any data or information that is proprietary to the Disclosing Party,
allowed to be kept confidential under the California Public Records
Act (Government Code §6250 et seq.) or other applicable law, and
not publicly known at the time of disclosure to the receiving party.
The obligations contained in this clause shall not apply to any
confidential information which:
a. After disclosure becomes publicly known otherwise than through
a breach by the receiving arty, its officers, employees, agents or
contractors;
EXHIBIT C
b. Can be shown by reasonable proof by the receiving party to
have reached its hands otherwise than by being communicated
by the other party including being known to it prior to disclosure,
or having been developed by or for it wholly independently of
the other party or having been obtained from a third party
without any restriction on disclosure on such third party of which
the recipient is aware, having made due enquiry;
c. Is required by law, regulation or order of a competent authority
(including any regulatory or governmental body or securities
exchange) to be disclosed by the receiving party, provided that,
where practicable, the disclosing party is given reasonable
advance notice of the intended disclosure and provided that the
relaxation of the obligations of confidentiality shall only last for
as long as necessary to comply with the relevant law, regulation
or order and shall apply solely for the purposes of such
compliance; or
d. Is approved for release, in writing, by an authorized
representative of the disclosing party.
ii. Attachment 1 to this Exhibit contains a description of the Products
and Reports which contain Confidential Information, per agreement
of the Recipient and the Energy Commission. The Energy
Commission will not disclose the Confidential Information, except as
provided in subsection B. The parties shall redact the Confidential
Information from these Products and Reports prior to any public
disclosure of the Products.
iii. If additional Confidential Information is developed or collected during
the course of this Agreement (beyond that described in Attachment
1), the Recipient will follow the procedures for a request for
designation of Confidential Information as specified in Title 20
California Code of Regulations (CCR) Section 2505.
The Energy Commission's
confidentiality determination.
Confidential Information may
Letter of Agreement (see th
e
iv. When submitting Products and Reports containing Confidential
Information, the Recipient will mark each page of any document
containing Confidential Information as "confidential", and present it in
a sealed package to the Contracts, Grants, and Loans Office.
EXHIBIT C
The Commission Agreement Manager may require the Recipient to
submit a non -confidential version of the Product or Report, if it is
feasible to separate the Confidential Information from the non -
confidential information. The Recipient is not required to submit such
Products in a sealed package.
B. Disclosure of Confidential Information
Disclosure of Confidential Information by the Energy Commission may
only be made pursuant to 20 CCR 2506, 2507, and 2508. All confidential
data, records, Products, or Reports that are legally disclosed by the
Recipient or any other entity become public records and are no longer
subject to the above confidentiality designation.
20. Pre -Existing Intellectual Property, Independently Funded Intellectual Property,
and Pre-existing Data
A. Ownership
The Energy Commission makes no ownership, license, or royalty claims to
Pre-existing Intellectual Property, Independently Funded Intellectual
Property, Pre-existing Data, Project -relevant Pre-existing Intellectual
Property, Project -relevant Independently Funded Intellectual Property, or
Project -relevant Pre-existing Data.
B. Project -relevant Pre -Existing Intellectual Property, and Project -relevant
Independently Funded Intellectual Property (collectively, "Project -relevant
Intellectual Property") and Project -relevant Pre-existing Data
i. Identification of Project -relevant Intellectual Property and Project -
relevant Pre-existing Data
a. All Project -relevant Pre-existing Intellectual Property of Key
Personnel that is owned or controlled by Recipient is listed in
Attachment 1 to this Exhibit. Within sixty (60) days of becoming
aware that additional Project -relevant Pre-existing Intellectual
Property of Key Personnel that is owned or controlled by
Recipient has been or will be used in the performance of this
Agreement, Recipient will notify the Energy Commission.
Attachment 1 may be amended by a Letter of Agreement (see
the "Amendments" section).
b. All Project -relevant Independently Funded Intellectual Property of
Key Personnel that is owned or controlled by Recipient and the
source of funding for such Intellectual Property is described in
Attachment 1 to this Exhibit. Within sixty (60) days of becoming
aware that additional Project -relevant Independently Funded
Intellectual Property of Key Personnel that is owned or controlled
by Recipient has been or will be used in the performance of this
Agreement, Recipient will notify the Energy Commission.
Attachment 1 may be amended by a Letter of Agreement (see
the "Amendments" section).
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c. During the term of this Agreement, Recipient will use reasonable
efforts to notify the Energy Commission of any Project -relevant
Intellectual Property of Key Personnel that is owned or controlled
by Recipient that Recipient becomes actually aware of, with the
qualification that Recipient is not in a position to guarantee that all
potential Project -relevant Intellectual Property has been
identified.
d. If Recipient will be using Project -relevant Pre-existing Data of
Key Personnel that is owned or controlled by Recipient in the
performance of this Agreement that have restrictions on use,
such data and use restrictions will also be identified in
Attachment 1, which may be amended by a Letter of Agreement
(see the "Amendments" section).
Access to Project -Relevant Intellectual Property and Project -relevant
Pre-existing Data
The Energy Commission and California Public Utilities Commission
may access Project -relevant Intellectual property identified in
Attachment 1, and Project -relevant Pre-existing Data of Key
Personnel that is owned or controlled by Recipient, whether or not it
is identified in Attachment 1, but only to the extent that such access
is limited to that reasonably necessary to: (a) demonstrate the
validity of any premise, postulate, or conclusion referred to or
expressed in any Product or Report; or (b) establish a baseline for
repayment purposes. No express or implied licenses or other rights
are provided to the Energy Commission and CPUC under any
patents, patent applications, or other proprietary rights of the
Recipient.
Upon the Commission Agreement Manager's request, the Recipient
will provide the Commission Agreement Manager and any
reviewers designated by the Energy Commission or the CPUC with
access to review the Recipient's Project -relevant Intellectual
Property and Project -relevant Pre-existing Data. If such Project -
relevant Intellectual Property or Project -relevant Pre-existing Data
has been designated as Confidential Information as specified in
Section 19, the Energy Commission will only disclose it under the
circumstances specified in Title 20 CCR Sections 2506, 2507, and
2508.
EXHIBIT C
iii. Preservation of Project -Relevant Intellectual Property
The Recipient will preserve any of its Project -relevant Intellectual
Property at its own expense for at least five (5) years from the
Agreement's end date or until the timeframe in Recipient's retention
policy, whichever is longer. Notwithstanding the foregoing, Recipient
has the sole right but not the obligation to prosecute or maintain
patent protection for any of its Project -relevant Intellectual Property
at any time.
The Energy Commission and the CPUC will have reasonable access
to the Project -relevant Intellectual Property and Project -relevant Pre-
existing Data throughout the retention period for purposes specified
in this Section 20 of the Agreement.
C. All terms of this Section 20 above will be flowed down to Subcontractors,
including the access rights to Project -relevant Intellectual Property and
Project -relevant Pre-existing Data in part B.ii.
21. Intellectual Property
A. Ownership
Except as otherwise specified in this Agreement, the Recipient owns all
Intellectual Property created, conceived or reduced to practice, discovered,
made, developed, or altered by Recipient in the performance of this
Agreement.
B. Data Rights
Pre-existing Data that will be included as a deliverable under this
Agreement will be identified in Attachment 1. If the Commission
provides its own pre-existing data, the Commission shall mark all
such data, and Recipient and its subcontractors may only use it for
purposes of the Scope of Work of this Agreement, unless such data
is otherwise publicly available.
ii. At the Commission's expense for actual cost of duplication and
delivery, Recipient shall deliver additional Project Data that is
specifically requested by the Commission.
iii. The Commission and CPUC shall have the unrestricted right to use
the Deliverable Data and delivered Project Data, subject to
applicable pre-existing use and disclosure restrictions identified in
Attachment 1 and other provisions in this Agreement, including but
not limited to Confidentiality.
iv. The Recipient shall have the unrestricted right to use Project Data,
subject to applicable use and disclosure restrictions identified in
Attachment 1 and other provisions in this Agreement, including but
not limited to, Confidentiality.
EXHIBIT C
C. Copyrights
All rights in Copyrightable Works other than Reports first created by
the Recipient are the property of the Recipient. Unless pre-existing
restrictions are listed under Attachment 1, the Recipient grants The
State of California, including the Commission, a fully paid -up, royalty -
free, non-exclusive, non -transferable, non-sublicensable, irrevocable
license to reproduce, prepare derivative works, distribute copies,
perform publicly, and display publicly Copyrightable Works specified
for delivery to the Commission in the Scope of Work, to fulfill the
State of California's governmental purposes, including the
Commission's statutory objectives.
ii. Notwithstanding C.i. directly above, when the purpose of the Scope
of Work is specifically to create a Copyrightable Work for use by the
Commission and that fact is indicated in the Scope of Work, then all
rights in such Copyrightable Work will be the property of the
Commission. The Commission grants to Recipient a fully paid -up,
royalty -free, non-exclusive, non -transferable, non-sublicensable,
irrevocable license to reproduce, prepare derivative works, distribute
copies, perform publicly, and display publicly such Copyrightable
Work for educational and research purposes and to allow other
educational and nonprofit institutions to do so for educational and
research purposes.
iii. Upon written request and subsequent amendment, the Commission
may request delivery of computer software that is not identified as a
Product, but was first created by the Recipient in the performance of
the Scope of Work. To the extent the Recipient is legally able to do
so, Recipient shall grant the State of California, including the
Commission, a fully paid -up, royalty -free, nonexclusive, non-
transferable, non-sublicensable, irrevocable license to reproduce,
prepare derivative works, distribute copies, perform publicly, and
display publicly such software to fulfill the State of California's
governmental purposes, including the Commission's statutory
objectives, subject to restrictions, if any, identified in Attachment 1.
iv. Copyrightable Works that may be patentable are also subject to the
Patent Rights clause, which will take precedence in case of a
conflict.
EXHIBIT C
V. The Commission may direct Recipient to issue a no -cost, non-
exclusive, non-sublicensable, irrevocable, royalty -free, worldwide,
perpetual license to Copyrightable Works described in
subparagraphs i. and iii. above to Load -serving entities and/or the
third parties working with a Load -serving entity, for the Load -serving
entity's use in enhancing its service to EPIC ratepayers. This
license is for non-commercial purposes, meaning that it does not
allow Load -serving entities to sell, commercially offer or distribute
Copyrightable Works to others or in the marketplace. For example,
if the Recipient creates copyrightable software, the Commission can
give a Load -serving entity the right to use the software as part of its
operations of providing service to EPIC ratepayers, but the Load -
serving entity cannot sell or distribute the software.
D. Patent Rights
i. Subject to the requirements of law, all rights to any Subject
Inventions shall belong to the Recipient. The State of California,
including the Commission, shall have a no -cost, non-exclusive, non-
transferable, non-sublicensable, irrevocable, royalty -free, worldwide,
paid -up license to practice, or have practiced, such Subject Invention
for governmental purposes, including the Commission's statutory
objectives. A confirmatory license will be executed by the Recipient
to provide said license to any such Subject Invention, within ninety
(90) days after filing of patent application. Notwithstanding the
foregoing and except if the Commission exercises March -in Rights,
Recipient has the sole right but not the obligation to prosecute or
maintain patent protection for any Subject Invention at any time.
ii. The Commission may direct Recipient to issue a no -cost, non-
exclusive, non-sublicensable, irrevocable, royalty -free, worldwide,
paid -up license to Subject Inventions to Load -serving entities
and/or third parties working with a Load -serving entity, solely to
practice Subject Inventions for non-commercial purposes, so as to
enhance the Load -serving entities' service to EPIC ratepayers.
This license is for non-commercial purposes, meaning that it
does not allow Load -serving entities to sell, commercially offer or
distribute patentable works to others or in the marketplace. For
example, if the Recipient creates patentable software, the
Commission can give a Load -serving entity the right to use the
software as part of its operations of providing service to EPIC
ratepayers, but the Load -serving entity cannot sell or distribute the
software.
EXHIBIT C
iii. If any Subject Invention that is subject to the licenses above has
been designated as Confidential Information as specified in Section
19, all license holders will only disclose the Subject Invention under
the circumstances specified in Title 20 CCR Sections 2506, 2507,
and 2508. All license holders will ensure that their officers,
employees, and subcontractors who have access to the Subject
Invention are informed of and abide by the disclosure limitations in
Section 19.
iv. Copyrightable Works that may be patentable are also subject to the
Patent Rights clause, which will take precedence in case of a
conflict.
E. Energy Commission's Rights to Subject Inventions
March -in Rights
With respect to any Subject Invention in which Recipient has title and
to the extent permissible under Federal laws and regulations, the
Energy Commission shall have the right to require Recipient or
Recipient's Licensee to grant a nonexclusive, partially exclusive, or
exclusive license in any field of use to a responsible applicant, upon
terms that are reasonable under the circumstances, if the Energy
Commission determines that: a) the Recipient or Recipient's
Licensee has not taken, or is not expected to take within a
reasonable time, effective steps to achieve practical application of
the Invention; or b) action is necessary to alleviate health or safety
needs that are not reasonably satisfied by Recipient or Recipient's
Licensee. If the Recipient or Recipient's Licensee refuses such
request, the Commission may grant such a license itself. The
parties may refer to the Federal Government's procedures for
handling march -in rights.
ii. Notice of Patent
If any patent is issued for a Subject Invention, the Recipient will send
the Commission Agreement Manager and Commission Agreement
Officer written notice of the issuance within three (3) months of the
issuance date. The notice must include the patent title, issuance
number, and a general description of the Subject Invention.
iii. Legal Notice
The Recipient and all persons and/or entities obtaining an ownership
interest in Subject Inventions must include the following statement
within the specification of any United States patent application, and
any subsequently issued patent for the invention:
"This invention was made with State of California support under
California Energy Commission grant number XXX-XX-XXX. The
Energy Commission has certain rights to this invention."
EXHIBIT C
F. Access to and Preservation of Subject Inventions and Copyrightable Works
Access
Upon the Commission Agreement Manager's request, the Recipient
will provide the Commission Agreement Manager and any
individuals designated by the Commission or the CPUC with access
to the Recipient's Subject Inventions and to Copyrightable Works
which are subject to Sections 21.C.i and 21.C.iii., in order to
exercise the licenses described above, and to determine any royalty
payments due under the Agreement.
ii. Preservation
The Recipient will preserve Subject Inventions and Copyrightable
Works which are subject to Sections 21.C.i and 21.C.iii, in order to
exercise the licenses described above, at its own expense for at
least ten (10) years from the Agreement's end date or until the
timeframe in Recipient's retention policy, whichever is longer.
Notwithstanding the foregoing, Recipient is not obliged under this
Agreement to obtain or maintain any intellectual property protection
for Subject Inventions. Recipient has the sole right but not the
obligation to file a patent application for a Subject Invention, but
Recipient will file and prosecute a patent application for any Subject
Invention which a Licensee has a license under Section 21.D.ii.,
upon written request by such Licensee and at Licensee's expense.
G. All terms of this Section 21 above will be flowed down to Subcontractors.
22. Royalty Payments to the Energy Commission
A. In consideration of the Commission providing funding to the UC, UC agrees
to pay the Commission a portion of either Net Revenues or Net Royalties
under the terms and conditions hereinafter set forth. If federal funds are
used in the conception or reduction to practice of a Subject Invention, such
Net Revenues or Net Royalties shall be used by the State of California in a
manner consistent with Title 35 United States Code (USC), Section 202,
subdivision (c)(7) to the extent this USC Section applies).
Net Royalties. The UC's obligation to make payments to the
Commission shall commence from the date that the Net Royalties
calculation is positive and extend until ten (10) years from the
Agreement's end date. Payments are payable in annual installments
and are due the first day of March for Net Royalties calculation made
for the UC's prior fiscal year. UC agrees to pay to Commission an
amount equivalent to 10% of the total cumulative Net Royalties, less
payments made by UC to Commission in previous years when Net
Royalties were positive. Payments shall be made by check and
made payable to the California Energy Commission, EPIC Fund.
EXHIBIT C
ii. Net Revenues. If the UC is the licensee, the UC's obligation to make
payments to the Commission shall commence upon the first sale of
the Licensed Product. Payments are payable in annual installments
and are due the first day of March for the prior fiscal year of the UC
and extend until ten (10) years from the Agreement's end date. UC
agrees to pay an amount equivalent to 1.5% of the Net Revenues by
check made payable to the California Energy Commission, EPIC
Fund.
B. If a Licensed Product was developed in part with Match Funds during the
Agreement term, the Net Royalty payments will be reduced in accordance
with the percentage of such development activities that were funded with
Match Funds. For example, if 20% of the development activities were
funded with Match Funds during the Agreement and total cumulative Net
Royalties equaled $100,000 in one year, the Recipient would owe the
Energy Commission $8,000 for the year ( 10% of $100,000 = $10,000;
80% of $10,000 = $8,000 (the 80% coming from 100% - 20% in match
funds)).
If the Energy Commission is providing funds to the Recipient under this
Agreement as a project match partner and Energy Commission funds are
used in part to develop a Licensed Product, the Net Royalty payments will
be reduced in accordance with the percentage of such development
activities that were funded with non -Energy Commission funds during the
Agreement term. For example, if 80% of the development activities were
funded with Recipient and/or third party funds during the Agreement and
Net Royalties totaled $100,000 in one year, the Recipient would owe the
Energy Commission $2,000 for the year (10% of $100,000 = $10,000;
20% of $10,000 = $2,000 (the 20% coming from 100% - 80% in match
funds)).
C. Unless the Recipient makes an early buyout, total Net Royalty or Net
Revenue payments will be limited to three (3) times the amount of funds
paid by the Energy Commission under the Agreement. The Recipient may
make an early buyout payment to the Energy Commission without a pre-
payment penalty, as an alternative to making annual royalty payments for
ten (10) years following the Agreement's end date. The payment must be
in a lump sum amount equal to one and a half (1.5) times the amount of
funds paid by the Energy Commission under the Agreement and made
within five (5) years of the Agreement's end date. The payment amount
due under the early buyout option will not be reduced by the percentage of
Match Funds as described above.
EXHIBIT C
D. UC agrees not to make any sale, license, lease, gift or other transfer of any
Project Data Subject Invention, Copyrightable Work or Licensed Product
with the intent of, or for the purpose of, depriving Commission of Net
Royalties or Net Revenues hereunder. Generally, this means that the UC
will not make any sale, license, lease or other transfer of Project Data,
Subject Invention, Copyrightable Work or Licensed Product for
consideration other than fair market value except for research, educational,
or other mutually agreed to purposes intended to serve the public benefit.
E. UC hall maintain separate accounts within their financial and other records
for purposes of tracking royalties and revenues due to the Commission
under this Agreement.
F. Audits on Payments to Commission. Payments to the Commission are
subject to the Audit clause.
G. Defaults. In the event of default hereunder, the Commission shall be free to
exercise all rights and remedies available to it herein, and under law and at
equity. UC's failure to pay when due, any amount due and payable under
the terms of this contract constitutes a default under this Agreement.
23. General Provisions
A. Governing Law
It is hereby understood and agreed that this Agreement shall be governed
by the laws of the State of California as to interpretation and performance.
B. Independent Capacity
The Recipient, and the agents and employees of the Recipient, in the
performance of this Agreement, shall act in an independent capacity and not
as officers or employees or agents of the State of California.
C. Assignment
Without the written consent of the Energy Commission in the form of a
formal written amendment, this Agreement is not assignable or transferable
by Recipient either in whole or in part.
D. Timeliness
Time is of the essence in this Agreement.
E. Unenforceable Provision
In the event that any provision of this Agreement is unenforceable or held to
be unenforceable, then the parties agree that all other provisions of this
Agreement have force and effect and shall not be affected thereby.
F. 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.
EXHIBIT C
G. Assurances
The Energy Commission reserves the right to seek further written
assurances from the Recipient and its team that the work of the project
under this Agreement will be performed consistent with the terms of the
Agreement.
H. Notification of Important Occurrences
Recipient shall promptly notify the Energy Commission of the occurrence
of any of the following:
i. A change of address.
ii. The existence of any litigation or other legal proceeding affecting
the project.
iii. The occurrence of any casualty or other loss to project personnel,
equipment or third parties.
iv. Receipt of notice of any claim or potential claim against Recipient
for patent, copyright, trademark, service mark and/or trade secret
infringement that could affect the Energy Commission's rights.
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.
J. Survival of Terms
It is understood and agreed that certain provisions shall survive the
completion or termination date of this Agreement for any reason. The
provisions include, but are not limited to:
i. "Payments of Funds"
ii. "Equipment"
iii. "Notification of Important Occurrences"
iv. "Termination"
V. "Recordkeeping, Cost Accounting, and Auditing"
vi. "Indemnification"
vii. "Pre -Existing Intellectual Property, Independently Funded
Intellectual Property, and Pre-existing Data"
viii. "Intellectual Property"
ix. "Royalty Payments to the Energy Commission"
X. "Access to Sites and Records"
24. Certifications and Compliance
A. Federal, State & Local Laws
Recipient shall comply with all applicable federal, state and local laws, rules
and regulations.
EXHIBIT C
B. Nondiscrimination Statement of Compliance
During the performance of this Agreement, Recipient and its
subcontractors shall not unlawfully discriminate, harass or allow
harassment, against any employee or applicant for employment because
of sex, sexual orientation, race, color, ancestry, religious creed, national
origin, physical disability (including HIV and AIDS), mental disability,
medical condition (cancer), age (40), marital status, and denial of family
care leave. Recipient and its subcontractors shall insure that the
evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. Recipient
and its subcontractors shall comply with the provisions of the Fair
Employment and Housing Act (Government Code Sections 12990 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 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 of it as if set forth in full. Recipient and its
subcontractors shall give written notice of their obligations under this
section to labor organizations with which they have a collective bargaining
or other Agreement.
The Recipient shall include the nondiscrimination and compliance
provisions of this section in all subcontracts to perform work under this
Agreement.
C. Drug Free Workplace Certification
By signing this Agreement, the Recipient hereby certifies under penalty of
perjury under the laws of the State of California that the Recipient will
comply with the requirements of the Drug -Free Workplace Act of 1990
(Government Code Section 8350 et seq.) and will provide a drug -free
workplace by taking the following actions:
Publish a statement notifying employees that unlawful manufacture,
distribution, dispensation, possession, or use of a controlled
substance is prohibited and specifying actions to be taken against
employees for violations as required by Government Code Section
8355(a).
ii. Establish a Drug -Free Awareness Program as required by
Government Code Section 8355(b) to inform employees about all of
the following:
a. The dangers of drug abuse in the workplace;
b. The person's or organization's policy of maintaining a drug -free
workplace;
c. Any available counseling, rehabilitation, and employee assistance
programs; and
d. Penalties that may be imposed upon employees for drug abuse
violations.
iii. Provide, as required by Government Code Section 8355(c), that
every employee who works on the proposed project:
a. Will receive a copy of the company's drug -free policy statement;
b. Will agree to abide by the terms of the company's statement as a
condition of employment on the project.
Failure to comply with these requirements may result in suspension of
payments under the Agreement or termination of the Agreement or both,
and the Recipient may be ineligible for any future state awards if the Energy
Commission determines that any of the following has occurred: 1) the
Recipient has made false certification, or 2) violates the certification by
failing to carry out the requirements as noted above.
D. National Labor Relations Board Certification (Not applicable to public
entities)
Recipient, by signing this Agreement, does swear under penalty of perjury
that no more than one final unappealable finding of contempt of court by a
Federal Court has been issued against the Recipient within the immediately
preceding two year period because of the Recipient's failure to comply with
an order of a Federal Court which orders the Recipient to comply with an
order of the National Labor Relations Board.
E. Child Support Compliance Act (Applicable to California Employers)
For any agreement in excess of $100,000, the Recipient acknowledges that:
It recognizes the importance of child and family support obligations
and shall fully comply with all applicable state and federal laws
relating to child and family support enforcement, including, but not
limited to, disclosure of information and compliance with earnings
assignment orders, as provided in Chapter 8 (commencing with
section 5200) of Part 5 of Division 9 of the Family Code; and
ii. To the best of its knowledge is fully complying with the earnings
assignment orders of all employees and is providing the names of
all new employees to the New Hire Registry maintained by the
California Employment Development Department.
F. Air or Water Pollution Violation
Under the state laws, the Recipient shall not be:
In violation of any order or resolution not subject to review
promulgated by the State Air Resources Board or an air pollution
control district;
EXHIBIT C
ii. Subject to cease and desist order not subject to review issued
pursuant to Section 13301 of the Water Code for violation of waste
discharge requirements or discharge prohibitions; or
iii. Finally determined to be in violation of provisions of federal law
relating to air or water pollution.
G. Americans with Disabilities Act
By signing this Agreement, Recipient assures the State that it complies with
the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101, et
seq.), which prohibits discrimination on the basis of disability, as well as
applicable regulations and guidelines issued pursuant to the ADA.
H. Union Activity
By signing this Agreement, the Recipient hereby certifies that Recipient will
not use grant funds for any expenses to assist, promote, or deter union
organizing. Any Recipient that makes expenditures to assist, promote, or
deter union organizing shall maintain records sufficient to show that state
funds have not been used for those expenditures (Government Code
Section 16645.2).
Payment
Costs for this Agreement shall be computed in accordance with State
Administrative Manual Section 8752 and 8752.1.
25. Definitions
A. Agreement Period is the length of this Agreement between the Energy
Commission and the Recipient. The Recipient's Project may coincide with
or extend outside the Agreement Period.
B. Confidential Information any data or information that is proprietary to the
Disclosing Party, allowed to be kept confidential under the California Public
Records Act (Government Code §6250 et seq.) or other applicable law, and
not publicly known at the time of disclosure to the receiving party.
C. Copyrightable Work means any copyrighted work as defined under U.S.
copyright law to which the Recipient, a Subcontractor, or a Match Fund
Partner has acquired title that is first created in the performance of the
Scope of Work under this Agreement and is not a scholarly work.
D. Data means information, regardless of the form or medium including, but
not limited to drawings, lists, findings, computations, notes, diagrams, data
files, statistical records and other research data.
E. Pre-existing Data means Data possessed or owned by the Recipient or
by a third party (including Subcontractors) that exists prior to the
Agreement start date or developed during the Agreement without
Commission or Match Funds.
EXHIBIT C
F. Project -relevant Pre-existing Data means Pre-existing Data used by
Recipient or Subcontractors in the performance of the Scope of Work
conducted under this Agreement
G. Project Data means Data that is first produced in the performance of this
Agreement by Recipient, a Subcontractor or a Match Funds partner.
Project Data does not include a researcher's laboratory notebook, but may
include the Data contained therein.
H. Deliverable Data means Project Data that is identified in the Scope of
Work and required to be delivered to the Commission.
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. Key Personnel are employees of the Recipient who are both listed in the
Agreement and 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.
K. Independently Funded Intellectual Property means Intellectual Property
created, conceived, discovered, made, developed, altered, or reduced to
practice by the Recipient or a third party during or after the Agreement
term without Energy Commission or Match Funds, and any associated
proprietary rights to these items that are obtained without Energy
Commission or Match Funds, such as patent and copyright.
L. Intellectual Property means inventions, technologies, designs, drawings,
software, formulas, compositions, processes, techniques, works of
authorship, trademarks, service marks, logos, and any associated
proprietary rights to these items, such as patent and copyright, including
and any upgrades or revisions to these items.
M. Licensed Product means any product commercialized by a Licensee that
embodies or utilizes Project Data, a Subject Invention, or Copyrightable
Work.
EXHIBIT C
N. Licensee means the organization (or its affiliates, joint venture or
sublicensee) that is granted commercial rights to Project Data, a Subject
Invention or Copyrightable Work to develop any of these into a commercial
product that is made available to the public in the marketplace or otherwise
sold.
O. Load -serving entity means a company or other organization that provides
electricity to EPIC ratepayers.
P. Match Funds means cash or in -kind (non -cash) contributions shown in the
approved budget, Exhibit B, and provided by Recipient, Subcontractors, or
other parties that will be used in performance of this Agreement.
Q. Match Fund Partner means an entity providing Match Funds that does not
receive any Commission funds.
R. Materials means the substances used in constructing a finished object,
commodity, device, article or product.
S. Net Revenues means the total of the gross invoice prices of Licensed
Product sold, less the sum of the following actual and customary deductions
where applicable: cash; quantity discounts; sales, use, tariff, import/export
duties or other excise taxes imposed upon particular sales; transportation
charges, and allowance or credits to customers because of rejections or
returns.
T. Net Royalties means gross licensing income, including royalties and fees,
received by UC from a Licensee as consideration for commercially licensing
any Subject Invention, Copyrightable Work, or Project Data, less the
following:
Legal or other direct expenses (that are not otherwise reimbursed
under an option or license agreement from a third party) of patenting,
protecting and preserving patent, copyright and related property
rights, maintaining patents and other such costs, taxes, or
reimbursements as may be necessary or required by law, except
patent infringement expenses;
ii. Inventor or author shares in accordance with UC's, patent or
copyright policy; and
iii. Direct expenses include operating expenses of UC which are
customarily reimbursed by royalty payments.
Net Royalties do not include any payments to joint holders nor research
funding accepted by Recipient or a Subcontractor in association with an
option or licensing agreement. Net Royalties shall be aggregated
cumulatively, over time for each disclosed Subject Invention, Copyrightable
Work, or Project Data.
U. Ownership means exclusive possession and control of all rights to
property, including the right to use and transfer property.
EXHIBIT C
V. Subcontractor is the same as a Subrecipient and means an entity that is
performing research and has received Agreement funds via a subaward
arrangement appropriate for that entity from the prime UC location awarded
this grant Agreement. A Subcontractor may include not -for -profit and for -
profit organizations, Federal laboratories, or any part of the University of
California, such as a campus or the Lawrence Berkeley National
Laboratory. This definition does not include vendors providing goods and
services.
W. Key Subcontractor is a Subcontractor that is critical to the outcome of
the project. For example, the Subcontractor may have expertise in the
particular field or have experience that is not available from another
source. Replacing these entities may affect the outcome of the project.
X. Pre-existing Intellectual Property means Intellectual Property that the
Recipient or a third party owned or possessed prior to the effective date of
this Agreement and that have not been developed, altered, or reduced to
practice with Energy Commission or Match Funds, and any associated
proprietary rights to these items that are obtained without Energy
Commission or Match Funds, such as patent and copyright.
Y. Products means all tangible research products first made by Recipient,
Subcontractors, or Match Fund Partners in the performance of this
Agreement and specified for delivery to the Commission in the Scope of
Work, but not a Subject Invention nor a Copyrightable Work.
Z. Project refers to the entire effort undertaken and planned by the Recipient
under this Agreement and consisting of the work co -funded in whole or in
part by the Energy Commission.
AA. Project -relevant Pre-existing Intellectual Property means Pre-existing
Intellectual Property used by Recipient, Subcontractors, or Match Fund
Partners in the performance of the Scope of Work conducted under this
Agreement.
BB. Project -relevant Independently Funded Intellectual Property means
Independently Funded Intellectual Property used by Recipient,
Subcontractors, or Match Fund Partners in the performance of the Scope
of Work conducted under this Agreement.
CC. Report means all required reports specified for delivery to the Commission
in the Scope of Work.
DD. Sale means the act of selling, leasing or otherwise transferring, providing,
or furnishing for use for any consideration.
Sell means to make or cause to be made a Sale.
EE. Sold means to have made or caused to be made a Sale.
FF. Sales Price means the price at which Licensed Product is sold, excluding
sales tax.
EXHIBIT C
GG. Subject Invention means any patentable invention or discovery that is
either:
Conceived and first actually reduced to practice (actually reduced
to practice or constructively reduced to practice by the filing of a
patent application) in the performance of the Scope of Work;
ii. Conceived in the performance of the Scope of Work and first
reduced to practice in the performance of the Scope of Work
conducted under this Agreement or within forty-two (42) months
after the completion of the Scope of Work,
iii. Conceived prior to the effective date of this Agreement or
conceived without Energy Commission funds and reduced to
practice in the performance of the Scope of Work, provided that
such conception is not encumbered by any obligations owed to a
third party other than the U.S. Government.
HH. 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.
II. 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.
JJ. UC is used to refer to the one legal entity of The Regents of the University
of California, or any subdivision or campus thereof.
KK. Vendor. A dealer, distributor, merchant or other seller providing goods or
services that are required for the performance of the Scope of
Work. Vendors are not considered Subcontractors and are subject to the
normal terms and conditions of the University's procurement process.
LL. Key Vendor is a Vendor that is critical to the outcome of the project. For
example, the Vendor may have expertise in the particular field or have
experience that is not available from another source. Replacing these
entities may affect the outcome of the project.
EXHIBIT C
EXHIBIT C - ATTACHMENT 1
Confidential Products and Project -Relevant Pre -Existing and Independently
Funded Intellectual Property
1 Instructions'"-
Identification of Confidential Information
Prior to the effective date of the Agreement, the Recipient must identify in Section 2
of this attachment any products (or information contained within products) that it
considers to be confidential. If the Energy Commission agrees that the information is
confidential, it will not disclose it except as provided in Section 19 (Confidentiality) of
these terms and conditions.
During the Agreement, if the Recipient develops additional information not originally
anticipated as confidential, it must follow the procedures for a request for designation of
confidential information specified in Title 20 California Code of Regulations (CCR) Section
2505.
The Energy Commission's Executive Director will make the confidentiality determination.
Following this determination, the confidential information may be added to this attachment
through a Letter of Agreement (see Section 6 (Amendments) and Attachment 2 (Sample
Letter of Agreement)). The Energy Commission will not disclose information subject to an
application for confidential designation except as provided in Section 19.
• When submitting products containing confidential information, the Recipient must
mark each page of any document containing confidential information as "confidential" and
present it in a sealed package to the Contracts, Grants, and Loans Office.
The Commission Agreement Manager may require the Recipient to submit a non -
confidential version of the product, if it is feasible to separate the confidential information
from the non -confidential information.
Identification of Proiect-Relevant Independently Funded and Pre -Existing Intellectual Property
The Recipient must identify all project -relevant pre-existing intellectual property and
project -relevant independently funded intellectual property in Section 3 of this attachment
prior to the effective date of the Agreement, or within sixty (60) days of becoming aware
that the property has been or will be used to support a premise, postulate, or conclusion
referred to or expressed in any product under the Agreement. This attachment may be
amended by a Letter of Agreement (see Section 6 (Amendments) and Attachment 2
(Sample Letter of Agreement)).
o "Project -relevant pre-existing intellectual property" and "project -relevant
independently funded intellectual property" mean pre-existing and
independently funded intellectual property used to support a premise, postulate, or
conclusion referred to or expressed in any product under the Agreement.
o "Pre-existing intellectual property" means: (a) inventions, technologies,
designs, drawings, data, software, formulas, compositions, processes, techniques,
works of authorship, trademarks, service marks, and logos that the Recipient or a
third party owned or possessed prior to the effective date of this Agreement and
that have not been developed, altered, or reduced to practice with Energy
Commission or match funds; and (b) associated proprietary rights to these items
that are obtained without Energy Commission or match funds, such as patent and
EXHIBIT C
copyright
o "Independently funded intellectual property" means: (a) inventions,
technologies, designs, drawings, data, software, formulas, compositions,
processes, techniques, works of authorship, trademarks, service marks, and logos
that are created, conceived, discovered, made, developed, altered, or reduced to
practice by the Recipient or a third party during or after the Agreement term without
Energy Commission or match funds; and (b) associated proprietary rights to these
items that are obtained without Energy Commission or match funds, such as
patent and copyright.
"Works of authorship" does not include written products created for Agreement
reporting and management purposes, such as reports, summaries, lists, letters,
agendas, schedules, and invoices. The Commission owns such products
regardless of their funding source.
• Failure to identify project -relevant pre-existing or independently funded intellectual
property in this attachment may result in the property's designation as "intellectual
property" that is subject to licenses and royalties, as described in Sections 21 (Intellectual
Property) and 22 (Royalty Payments to the Commission).
EXHIBIT C
The Energy Commission designates the following products (or information contained within
products) as confidential, in accordance with Title 20 California Code of Regulations Section
2505(c)(2)(13).
NONE
Product name
NA (Not Applicable) No Confidential Information included
Task/subtask number
Information to be kept
❑ Entire product
confidential
❑ Selected information within product (describe below; be as
specific as possible):
Legal basis for
❑ California Public Records Act, located in California
confidentiality designation
Government Code Sections 6250 et seq. (identify the
relevant section(s) and subsections(s) below):
❑ Other law (identify below, including the relevant section(s)
and subsections(s)):
Term of confidentiality
MM-DD-YY to MM-DD-YY
Trade secrets only
Answer the following questions if the product/information described above is considered a
trade secret (i.e., confidential business information that provides the business with a
competitive advantage):
1. What is the nature of the competitive advantage provided by the product/information?
2. How would the competitive advantage be lost by disclosure? (generally describe the
value of the product/information and the ease or difficulty with which it may be
legitimately acquired or duplicated by others).
EXHIBIT C
NONE
Name/Title of Intellectual Property
NA (Not applicable)
Type of Intellectual Property
❑ Project -relevant pre-existing intellectual property
❑ Project -relevant independently funded intellectual
property
❑ Invention ❑ Process
❑ Technology ❑ Technique
❑ Design ❑ Work of Authorship
❑ Drawing ❑ Trademark/ Service mark
❑ Data ❑ Logo
❑ Software
❑ Formula
Registered or Pending
❑ Copyright ❑ Patent ❑Trademark/ Service mark
Intellectual Property (i.e.,
Name of owner:
copyrights, patents, or
Number and date:
trademarks that are registered
or pending with the U.S.
For pending applications
Copyright Office or the U.S.
Name of applicant:
Patent and Trademark Office)
Application number and date:
Unregistered Intellectual
❑ Copyright ❑ Trademark/ Service mark
Property
❑ Trade Secret
Name of owner:
Description of how the property
will be or has been used to
support a premise, postulate, or
conclusion referred to or
expressed in any product under
the Agreement
EXHIBIT C
RECIPIENT AGREEMENT NUMBER
The Regents of the University of California, Irvine EPC-15-077
campus
ADDRESS AGREEMENT TERM
6/15/2016 to 7/31 /2018
University of California, Irvine The effective date of this Agreement is either the start date or the approval
date by the California Energy Commission, whichever is later. The
Office of Research Administration California Energy Commission shall be the last party to sign. No work is
5171 California, Suite 150 authorized, nor shall any work begin, until on or after the effective date.
PROJECT DESCRIPTION
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
Page(s):
21
Exhibit A — Attachments
Page(s):
2
Exhibit B — Budget
Page(s):
27
Exhibit B — Attachments
Page(s):
0
Exhibit C — General Terms and Conditions
Page(s):
33
Exhibit C — Attachments
Page(s):
4
Exhibit D - Contacts
Page(s):
1
$ 175007000
$ 8107998
$ 2,310,998
The undersigned parties have read the attachments to this agreement and will comply with the standards and requirements contained therein.
CALIFORNIA ENERGY COMMISSION
RECIPIENT
AUTHORIZED SIGNATURE
DATE
AUTHORIZED SIGNATURE
DATE
NAME
Rachel L. Grant Kiley
NAME
TITLE
Contracts, Grants and Loans Office Manager
TITLE
CALIFORNIA ENERGY COMMISSION ADDRESS
1516 9th Street, MS 1, Sacramento, CA 95814
EXHIBIT C
California Energy C' mission,
Recipient.
Commission Agreement Manager:
Project Manager:
Rachel Salazar
Jacob Brouwer
California Energy Commission
University of California, Irvine
1516 Ninth Street, MS-51
Irvine, CA 92697-3550
Sacramento, CA 95814
Phone: (949) 824-7302 ext 11-221
Phone: (916) 445-5316
Fax: (949) 824-7423
Fax: (916) 327-1353
e-mail: jbrouwer@uci.edu
e-mail: Rachel.Salazar@energy.ca.gov
Commission Agreement Officer:
Administrator:
Brad Worster
Natalie Nodianos — Principal C&G Officer
California Energy Commission
University of California, Irvine
1516 Ninth Street, MS-18
Office of Research Administration
Sacramento, CA 95814
5171 California, Suite 150
Phone: (916) 654-4299
Irvine, CA 92697-7600
Fax: (916) 654-4423
Phone: (949) 824-8109
e-mail: Brad.Worster@energy.ca.gov
Fax: (949) 824-2094
e-mail: natalie.nodianos@uci.edu
Accounting Officer:
Accounting Officer:
Eyob Zeleke
Rebecca Tangen
California Energy Commission
UCI Contract & Grant Accounting
1516 Ninth Street, MS-2
1400 Biological Sciences III
Sacramento, CA 95814
Irvine, CA 92697-1050
Phone: (916) 654-4871
Phone: (949) 824-6828
Fax: (916) 653-1435
Fax: (949) 824-3895
e-mail: Eyob.Zeleke@energy.ca.gov
e-mail: rtangen@uci.edu
Legal Notices:
Legal Notices:
Tatyana Yakshina
Natalie Nodianos — Principal C&G Officer
Grants Manager
University of California, Irvine
1516 9th Street, MS-1
Office of Research Administration
Sacramento, CA 95814
5171 California, Suite 150
Phone: (916) 654-4204
Irvine, CA 92697-7600
Fax: (916) 654-4076
Phone: (949) 824-8109
e-mail: Tatyana.Yakshina(c),energy.ca.gov
Fax: (949) 824-2094
e-mail: natalie.nodianos@uci.edu
Subaward No.:
Reporting Period:
Principal Investigator:
UNIVERSITY OF CALIFORNIA, IRVINE
OFFICE OF RESEARCH ADMINISTRATION
INVENTION STATEMENT
EXHIBIT D
Invention was was not conceived or first actually reduced to practice in the
performance of work during the subaward reporting period.
EQUIPMENT REPORT
Equipment was was not purchased during the subaward reporting period.
If equipment was purchased during the subaward period, please provide the following
information.
Description of the equipment item
Manufacturer, model number, and serial number
Cost charged to the subaward
Acquisition date
Signature of Principal Investigator Date
Signature of Authorizing Official Date
EXHIBIT E
SUBCONTRACTOR'S RELEASE
Pursuant to the terms of Subcontract Number under prime Grant/Contract
Number for the period through and
in consideration of the sum of which has been paid under Subcontract to
(hereinafter called the Subcontractor) or to its
assignees, if any, the Subcontractor, upon payment of the said sum by THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA, University of California, Irvine (hereinafter called University) does remise, release, and
discharge the University, its officers, agents, and employees, of and from all liabilities, obligations,
claims and demands whatsoever under or arising from the said subcontract.
IN WITNESS WHEREOF, this release has been executed this
20
Subcontractor
By
Title
Certificate (To be completed by an officer other than the one certifying above.)
certify that I am
(Name of official)
(Official Title)
of the
corporation named as subcontractor in the foregoing release, that
(Official certifying above)
who signed said release on behalf of the Subcontractor was then
(Official Title)
of said corporation; that said release was duly signed form and on behalf of said corporation by
authority of its governing body is within the scope of its corporate powers.
(Name and Title of Official Certifying this form)
day of
Date: , ,.�.....�_.a.,
Total Award A
Voucher Number:
Subcontractor: I
Remittance Address: F
Subcontract No.
Contractor
Contractor's Fund Number
Period of Claim
Remittance Information:
Federal Tax I.D.
Accounts Receivable Contact
Telephone #
Maior Cost Elements
Salaries and Wages
Supplies and Expenses
Equipment/Facilities
Travel
Employee Benefits
Other
T.. a_I /`....a
Previously Claimed
Current Claim
The Regents of the University of California
Current Period
EXHIBIT F
SAMPLE INVOICE
Cumulative to Date
Certification: By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and
accurate, and that all expenditures, disbursements and cash receipts are for the puposes and objectives set forth in the terms
and condition of the award. I am aware that any false, ficticious, or fraudulent information, or the omission of any material fact,
may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code
Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).
Subrecipient Official Authorized
Date
UCI Principal Investigator Signature of Approval Date
University of
California, Irvine
Grace J. Park, J.D.
Subcontract Manager
Sponsored Projects Administration
Office of Research
141 Innovation, Suite 250
Irvine, CA 92697-7600
(949) 824-7218
(949) 824-2094 (Fax)
parkgj@uci.edu
www.research.uci.edu
Dept. ID AD-16-029 Page 1 of 3
Meeting Date: 11/7/2016
A.�.�.c��
CITY OF HUNTINGTON BEACH
REQUEST FOR. CITY COUNCIL ACTION
MEETING DATE: 11/7/2016
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Antonia Graham, Assistant to the City Manager
SUBJECT: Approve and accept California Energy Commission (CEC) Grant Funding
Support in the amount of $90,000 through the University of California Irvine
(UCI) for the Electric Power Investment Program Challenge (EPIC): Accelerating
the deployment of Advanced Energy Communities (AEC); and, approve
appropriation of grant funds received
Statement of Issue:
In December 2015, the University of California Irvine (UCI) Advanced Power and Energy Program
(APEP) approached the City to partner on a grant application through the California Energy
Commission (CEC) and the Electric Power Investment Program (EPIC) to create an advanced
energy community within the City. In March 2016, UCI was notified that the CEC had selected the
UCI Team to complete a major applied research project to accelerate the deployment of Advanced
Energy Communities (AEC). This Request for Council Action formally accept the City's portion of
grant funds in the amount of $90,000 from UCI to fund Phase I of the EPIC Challenge.
Financial Impact:
The City will receive $90,000 from the California Energy Commission via the University of California
Irvine. There is no requirement for matching funds.
Recommended Action:
A) Authorize the City Manager or his designee to accept grant funds from the California Energy
Commission through the University of California Irvine; and,
B) Authorize the City Manager or his designee to execute the grant sub -contract by and between
the City of Huntington Beach and the University of California Irvine; and,
C) Accept the grant funds in the amount of $90,000 and appropriate the funds for the EPIC
Challenge Program.
Alternative Action(s):
Do not approve and direct staff how to proceed.
Analysis:
The City of Huntington Beach has been a leader in energy efficiency, leading the way for many
neighboring municipalities. The City's efficiency efforts have received awards from many local,
regional, and national organizations. Additionally, these efforts have garnered attention from the
Department of Energy, the National Renewable Energy Laboratory, and local universities. The
H B -12 7- Item 6. - I
Dept. ID AD-16-029 Page 2 of 3
Meeting Date: 11/7/2016
success of many of our efficiency initiatives is what led the team at UCI to contact the City and seek
a partnership on the EPIC Challenge.
The EPIC program was established in 2012 by the California Public Utilities Commission and is
administered by the CEC. The program provides funding for applied research and development,
technology, demonstration and deployment, and market facilitation for clean energy technologies.
The specific funding opportunity through the EPIC Program that UCI and the City were successful
in obtaining was through the EPIC Challenge: Accelerating the Deployment of Advanced
Energy Communities. The purpose of the solicitation is to fund a competition that will challenge
project teams to develop innovative and replicable approaches for accelerating the deployment of
Advanced Energy Communities (AEC). The City was one of four communities chosen from
Southern California to compete. The only other City within Orange County to have received an
EPIC Challenge Grant in recent years was the City of Lake Forest in 2015.
The City is part of team UCI, a built environment technology developer (Altura Associates, Inc.), the
investor -owned utilities (SCE and Southern California Gas Company), and a national laboratory
(National Renewable Energy Laboratory) to address the EPIC Challenge — to develop innovative
and replicable approaches for accelerating the deployment of AEC in SCE and Southern California
Gas Company service territories. The project teams that develop the best approaches will then be
eligible to compete for the second phase of additional funding to fully realize (implement and
construct) their vision of an AEC.
Advanced Energy Communities are communities that:
• Minimize the need for new energy infrastructure costs such as transmission and distribution
upgrades.
• Provide energy savings by achieving and maintaining zero net energy community status
(accounting for behavior and increasing loads from vehicle and appliance electrification).
• Support grid reliability and resiliency by incorporating technologies such as energy storage.
• Provide easier grid integration and alignment with the California Public Utilities
Commission's (CPUC) Long -Term Procurement Plan, and the California Independent
System Operator's local capacity requirements process.
• Are financially attractive from a market standpoint (developers, home buyers, renters).
• Provide affordable access to renewable energy generation, energy efficiency upgrades, and
water efficiency and reuse technologies that reduce electricity consumption for all electric
ratepayers within the community.
• Makes use of smart -grid technologies throughout the community.
Projects will be funded in two phases. Phase I focuses on the development of innovative planning,
permitting, and financing approaches for Advanced Energy Communities, as well as the
development of a real world conceptual design of an Advanced Energy Community. Recipients of
Phase I funding will be eligible to compete for Phase II funding, which will support the build -out of
an Advanced Energy Community that was proposed during Phase I.
Together with funding and support from Southern California Edison and Southern California Gas
Company the team will receive a total of $1.9 million to develop and apply master community
design tools and to integrate innovative, high efficiency, and sustainable energy technologies into
Huntington Beach's Oak View neighborhood. This neighborhood was chosen because the
requirements of the program called for these technologies to be studied in a disadvantaged
community.
The City will receive $90,000 to coordinate collaboration with community groups and residents, and
will provide detailed information on existing community energy usage, provide information on
energy infrastructure, and activities that occur in the community; which includes City facilities. Staff
Item 6. - 2 HB -128-
Dept. ID AD-16-029 Page 3 of 3
Meeting Date: 11/7/2016
and the UCI project team have already met with private property owners and the non-profit housing
partners in the Oak View neighborhood. The property owners recognize the benefits of reducing
energy usage and creating job opportunities through the workforce development component of the
grant. The research from this project will enable the City to take the findings and apply for funding
from other federal, state, and local agencies, like the South Coast Air Quality Management District,
to apply for projects throughout the City.
Environmental Status:
The project involves a grant to conduct a study and develop a plan to convert communities,
including the Oak View community of Huntington Beach, into an Advanced Energy Community.
The project is exempt pursuant to the California Environmental Quality Act (CEQA) Guidelines
Section 15262, which exempts projects involving only feasibility or planning studies for possible
future actions which the City has not approved, adopted, or funded, does not require the
preparation of an EIR or Negative Declaration, and does not have a legally binding effect on later
activities. The project does not propose construction or physical development and, as such, would
not reuslt in adverse physical changes in the environment. The project would not legally require or
commit the City to going forward with any project or plan identified in the study. It should be noted
that future projects, as defined by CEQA, identified in the study would be subject to environmental
review pursuant to CEQA if and when they go forward as a proposed project.
Strategic Plan Goal:
Improve quality of life
Attachment(s):
1. Award Notification from the California Energy Commission
2. Draft Subcontract Between the Regents of the University of California and the City of
Huntington Beach
3. Letters of Support
HB -129- Item 6. - 3
M I � � f."Tol � E, I - iy� I 14: L,
STATE OF CALIFORNIA— NATURAL RESOURCES AGENCY EDMUND G. BROWN JR., Governor
CALIFORNIA ENERGY COMMISSION
1516 NINTH STREET
SACRAMENTO, CA 95814-5512
www.energy.ca.gov
NOTICE OF PROPOSED AWARD (NOPA)
The EPIC Challenge: Accelerating the Deployment of Advanced Energy Communities
GFO-15-312
March 25, 2016
On November 24, 2015, the California Energy Commission released a competitive solicitation
titled "The EPIC Challenge: Accelerating the Deployment of Advanced Energy Communities"
under the Electric Program Investment Charge (EPIC) Program. The purpose of this solicitation
is to fund a competition that will challenge project teams comprised of building developers, local
governments, technology developers, researchers, utilities, and other project partners to
develop innovative and replicable approaches for accelerating the deployment of Advanced
Energy Communities. Up to $48,253,180 million in EPIC funding is available for grants awarded
under this solicitation. This NOPA identifies selected projects for Groups 1 to 4. An
amendment to this solicitation manual with additional details and criteria for Phase II will
be provided at a future date. Eligible applicants will be required to submit a new proposal
that meets the additional criteria of the Phase II solicitation manual amendment.
The Energy Commission received ten proposals for Group 1, seven proposals for Group 2, five
proposals for Group 3, and six proposals for Group 4 by the due date of February 17, 2016. The
proposals were screened, reviewed, evaluated and scored using the criteria in the solicitation.
The attached "Notice of Proposed Award" identifies the Applicants that are recommended for
funding by Energy Commission staff and includes the recommended funding amount and score.
The total amount recommended for Group 1 is $5,813,555. The total amount recommended for
Group 2 is $2,957,388. The total amount recommended for Group 3 is $4,156,030. The total
amount recommended for Group 4 is $5,997,996.
Funding of the proposed projects resulting from this solicitation is also contingent upon the
approval of the projects at a publicly noticed Energy Commission Business Meeting and
execution of a grant agreement. If the Energy Commission is unable to timely execute a funding
agreement with the Applicant, the Energy Commission, at its sole discretion, reserves the right
to cancel or otherwise modify the pending award.
This notice is being mailed to the Applicants of this solicitation and is also posted on the Energy
Commission's website at: www.energV.ca.gov/contracts/.
For information, please contact Janna Franks by phone at (916) 654-4921 or by email at
Janna.Franks@energy.ca.gov.
Janna Franks
Commission Agreement Officer
California Energy Commission
1516 Ninth Street, MS-18
Sacramento, CA 95814
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11B -13-5-
Item 6. - 9
ATTACHMENT #2
SUBCONTRACT No. 2016-
BETWEEN
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
AND
CITY OF HUNTINGTON BEACH
Subcontract No. ("Subcontract" ) is entered into , 2016 between The
Regents of the University of California, a corporation of the State of California, on behalf of its
Irvine campus (herein after referred to as "University") and City of Huntington Beach
(hereinafter referred to as "Subcontractor") for the delivery of services identified as defined in
Article IA, STATEMENT OF WORK, and in accordance with the terms and conditions set forth
herein.
This Subcontract is awarded under the authority of Prime Award No. EPC-15-077 ("Prime
Award") issued by California Energy Commission ("Commission").
SUBCONTRACT SCHE DULE
ARTICLE 1
PERFORMANCE AND DELIVERY
A. STATEMENT OF WORK
The statement of work to be performed under this Subcontract is described in Exhibit A.
B. KEY PERSONNEL
The key personnel representing the University and the Subcontractor shall be as follows:
Principal Investigator for University: Dr. Jack Brouwer, University of California Irvine
Key Investigator for Subcontractor: Antonia Graham, City of Huntington Beach
In the event a change in Key Investigator is necessary, the University will be notified NvitMn
thirty (30) days after the Subcontractor reasonably knows the change is necessary.
C. PERIOD OF PERFORMANCE
The period of performance of this Subcontract shall be through
D. TOTAL ESTIMATED COST
It is estimated that the total cost to the University for performance of this Subcontract shall
not exceed $90,000.
Subcontractor shall cost share in the amount of $152,900 in the form of salaries and benefits.
E. DELIVERY
All materials and services called for under this Subcontract shall be completed and delivered
to the University on or before unless extended by prior written authorization.
Item 6. - 10 D0/1462801Do HB -136-
ARTICLE 2
COST, PAYMENT AND BILLING
A. ALLOWABLE COSTS AND FEES
Allowable costs and fees eligible for reimbursement to the Subcontractor for performance of
this Subcontract shall be determined in accordance with:
a. The budget, attached hereto and incorporated herein as Exhibit B.
b. The terms of this Subcontract.
c. The Prime Award attached hereto and incorporated herein as Exhibit C.
B. REBUDGETING
Funds may be rebudgeted between components without prior approval except where prior
approval is specifically required by the applicable terms and conditions. Any restriction on
rebudgeting listed elsewhere in this Subcontract, however, shall take precedence over the
above indicated authorities and policies.
Rebudgeting requests which require Prime Award approval should be directed to the
University's Principal Investigator for approval and then forwarded to the University's Office
of Research Administration, Sponsored Projects Administration for administrative
endorsement and transmittal to the prime agency for approval.
C. PAYMENT
Payment will be made by the University to the Subcontractor during the term of this
Subcontract, but no more frequently than monthly, consistent with the provisions of Article
2A, upon presentation of the Subcontractor's invoice. The University shall not pay any
invoice where total payments would result in a cumulative payment in excess of the
limitations imposed by Article I D or where rates used to determine costs vary from those (if
shown) in Article 2A.
The University, at its option, may elect to pay any invoice in accordance with Article 2A if
the invoice is at variance with the article or may return the invoice unpaid to the
Subcontractor for correction and resubmittal.
All payments made are provisional, subject to acceptance (Article 7A), post -audit, and
adjustment. All Subcontract expenditures must occur within the approved period of
performance of this Subcontract.
D. BILLING
Invoices (Exhibit F) shall be submitted as follows:
1. No more frequently than month.
2. Referencing the Subcontract number and numerical sequence of the invoice.
2
t 6-550on46280/Do H B -137- Item 6. - 11
3. Providing detail of expenditure in accordance with the budget categories listed.
4. Addressed to: University of California, Irvine
Advanced Power & Energy Program
221 Engineering Lab Facility
Irvine, CA 92697-3500
Attn: Jeff Wojciechowski 0,",ojciec@uci.edu)
Fund No.
ARTICLE 3
PATENT RIGHTS
A. Pre -Existing Intellectual Property, Independently Funded Intellectual Property, and Pre-
existing Data
Ownership
Subcontractor agrees that if patentable discoveries or inventions are made and/or
conceived or for the first time actually reduced to practice by the Subcontractor or its
employees under the terms of this Subcontract, Subcontractor shall promptly furnish
University with complete information thereon. Disposition of all subject inventions will
be made in accordance with the provision of the Prime Award.
2. Project -relevant Pre -Existing Intellectual Property, and Project -relevant Independently
Funded Intellectual Property (collectively, "Project -relevant Intellectual Property") and
Project -relevant Pre-existing Data
3.
a. Identification of Project -relevant Intellectual Property and Project -relevant Pre-
existing Data
i. All Project -relevant Pre-existing Intellectual Property of Key Personnel
that is owned or controlled by Subcontract is listed in Attachment I of the
Prime Award Agreement attached hereto as "Subcontract #2016-3355
Exhibit C." Within forty-five (45) days of becoming aware that additional
Project -relevant Pre-existing Intellectual Property of Key Personnel that is
owned or controlled by Recipient has been or will be used in the
performance of this Subcontract, Subcontractor will notify the University.
Attachment 1 of the Prime Award Agreement ("Attachment 1") may be
amended by a Letter of Agreement.
ii. All Project -relevant Independently Funded Intellectual Property of Key
Personnel that is owned or controlled by the Subcontract and the source of
funding for such Intellectual Property is described in Attaclunent 1 of the
Prime Award Agreement. Within forty-five (45) days of becoming aware
that additional Project -relevant Independently Funded Intellectual
Property of Key Personnel that is owned and controlled by Subcontractor
3
Item 6. - 12 00/146280/Do HB -13 a-
has been or will be used in the performance of this Subcontract,
Subcontractor will notify the University. Attachment I of the Prime
Award Agreement may be amended by a Letter of Agreement.
iii. During the term of this Subcontract, Subcontractor will use reasonable
efforts to notify the University of any Project -relevant Intellectual
Property of Key Personnel that is owned or controlled by the
Subcontractor that Subcontractor becomes actually aware of, with the
qualification that Subcontractor is not in a position to guarantee that all
potential Project -relevant Intellectual Property has been identified.
iv. If Subcontractor will be using Project -relevant Pre-existing Data of Key
Personnel that is owned or controlled by Subcontractor in the performance
of this Subcontract that have restrictions on use, such data and use
restrictions will also be identified in Attachment 1 of the Prime Award
Agreement, which may be amended by a Letter of Agreement.
b. Access to Project -Relevant Intellectual Property and Project -relevant Pre-existing
Data
The University may access Project -relevant Intellectual property identified in
Attachment 1 of the Prime Award Agreement, and Project -relevant Pre-existing
Data of Key Personnel that is owned or controlled by Subcontractor, whether or
not it is identified in Attachment 1, but only to the extent that such access to
limited to that reasonably necessary to: (a) demonstrate the validity of any
premise, postulate, or conclusion referred to or expressed in any product or report;
or (b) establish a baseline for repayment purposes. No express or implied licenses
or other rights are provided to the University under any patents, patent
applications, or other proprietary rights of the Subcontractor.
Upon the University's request, the Subcontractor will provide the University -with
access to review the Subcontractor's Project -relevant Intellectual Property and
Project -relevant Pre-existing Data. If such Project -relevant Intellectual Property
or Project -relevant Pre-existing Data has been designated as Confidential
Information, the University will only disclose it under the circumstances specified
in Title 20 CCR Sections 2506, 2507, and 2508.
c. Preservation of Project -Relevant Intellectual Property
The Subcontractor will preserve any of its Project -relevant Intellectual Property at
its own expense for at least five (5) years fiom the Subcontractor's end date or
until the timeframe in Subcontractor's retention policy, whichever is longer.
Notwithstanding the foregoing, Subcontractor has the sole right but not the
obligation to prosecute or maintain patent protection for any of its Project -
relevant Intellectual Property and Project -relevant Pre-existing Data in Article
3(A)2.b.
4
16-5500/146280/Do 11B _1;g_ Item 6. - 13
B. Intellectual Property
Ownership
Except as otherwise specified in this Subcontract, the Subcontract owns all Intellectual
Property created, conceived or reduced to practice, discovered, made, developed, or
altered by Subcontractor in the performance of this Subcontract.
2. Data Rights
a. Pre-existing Data that will be included as a deliverable under this Subcontract will
be identified in Attachment 1. If the University provides its own pre-existing
data, the University shall mark all such data, and Subcontractor may only use it
for purpose of the Statement of Work of this Subcontract, unless such data is
otherwise publicly available.
b. At the University's expense for actual cost of duplication and delivery,
Subcontractor shall deliver additional Project Data that is specifically requested
by the University.
The University shall have the unrestricted right to use the Deliverable Data and
delivered Project Data, subject to applicable pre-existing use and disclosure
restrictions identified in Attachment 1 and other provisions in this Subcontract,
including but not limited to Confidentiality—. Section 19 "Confidentiality" of
Prime Award EPC--15-086 is incorporated into this Subcontract by reference and
made part of it as if set forth in full.
d. The Subcontractor shall have the unrestricted right to use Project Data, subject to
applicable use and disclosure restrictions identified in Attachment 1 and other
provisions in this Subcontract, including but not limited to Confidentiality.
3. Copyrights
a. All rights to Copyrightable Works other than Reports first created by the
Subcontractor are the property of the Subcontractor. Unless pre-existing
restrictions are listed under Attachment 1, the Subcontractor grants the State of
California, including the Commission, a fully paid -up, royalty -free, non-
exclusive, non -transferable, non-sublicensable, irrevocable license to reproduce,
prepare derivative works, distribute copies, perform publicly, and display
Copyrightable Works specified for delivery in the Statement of Work.
b. Notwithstanding 2.a. above, when the purpose of the Statement of Work is
specifically to create a Copyrightable Work for use by the Commission and that
fact is indicated in the Statement of Work, then all rights in such Copyrightable
Work will be the property of the Commission. The Commission grants to
Subcontractor a fully paid -up, royalty -free, non-exclusive, non -transferable, non-
sublicensable, irrevocable license to reproduce, prepare derivative works,
5
ooi146280mo
Item 6. - 14 H B -140-
distribute copies, perform publicly, and display publicly such Copyrightable
Work for educational and research purposes and to allow other educational and
nonprofit institutions to do so for educational and research purposes.
c. Upon written request and subsequent amendment, the University may request
delivery of computer software that is not identified as a Product, but was first
created by the Subcontractor in the performance of the Statement of Work. To
the extent the Subcontractor is legally able to do so, Subcontractor shall grant the
state of California, including the Commission, a fully paid -up, royalty -free,
nonexclusive, non -transferable, non-sublicensable, irrevocable license to
reproduce, prepare derivative works, distribute copies, perform publicly, and
display publicly such software, if any, identified Attachment 1.
d. Copyrightable Works that may be patentable are also subject to the Patent Rights
clause, which will take precedence in case of a conflict.
e. The Commission may direct Subcontract to issue a no -cost, non-exclusive, non-
sublicensable, irrevocable, royalty -free, worldwide, perpetual license to
Copyrightable Works described in subparagraphs a. and b. above to Load -serving
entities and/or the third parties working with a Load -serving entity, for the Load -
serving entity's use in enhancing its service to EPIC ratepayers. This license is
for non-commercial purposes, meaning that it does not allow Load -serving
entities to sell, commercially offer or distribute Copyrightable Works to others or
in marketplace. For example, if the Subcontractor creates Copyrightable software,
the Commission can give a Load -serving entity the right to use the software as
part of its operations providing service to EPIC ratepayers, but the Load -serving
entity cannot sell or distribute the software.
4. Patent Rights
a. Subject to the requirement of law, all rights to any Subject Inventions shall belong
to the Subcontractor. The State of California, including the Commission, shall
have a no -cost, non-exclusive, non -transferable, non-sublicensable, irrevocable,
royalty -free, worldwide, paid -up license to practice, or have practiced, such
Subject Invention for governmental purposes, including the Commission's .
statutory objectives. A confirmatory license will be executed by the
Subcontractor to provide said license to any such Subject Invention, within ninety
(90) days after filing for patent application. Notwithstanding the foregoing and
except if the Commission exercises March -in Rights, Subcontractor has the sole
right but not the obligation to prosecute or maintain patent protection for any
Subject Invention and any time.
b. The Commission may direct Subcontract to issue a no -cost, non-exclusive, non-
sublicensable, irrevocable, royalty -free, worldwide, paid -up license to Subject
Inventions to Load -serving entities and/or the third parties working with a Load -
serving entity, solely to practice Subject Invention for non-commercial purposes,
6
16-5500/146280/DO H g - 1 4 1 - Item 6. - 15
so as to enhance the Load -serving entities' service to EPIC ratepayers. This
license is for non-commercial purposes, meaning that it does not allow Load -
serving entities to sell, commercially offer or distribute patentable works to others
or in marketplace. For example, if the Subcontractor creates patentable software,
the Commission can give a Load -serving entity the right to use the sofhvare as
part of its operations providing service to EPIC ratepayers, but the Load -serving
entity cannot sell or distribute the software.
c. If any Subject Invention that is subject to the licenses above has been designated
as Confidential Information as specified herein, alf license holder will only
disclose the Subject Invention under the circumstances specified in Title 20 CCR
Sections 2506, 2507, and 2508. All license holders will ensure that their officers,
employees, and subcontractors who have access to the Subject Invention are
informed of and abide by the disclosure limitations indicated in the Confidential
Information terra.
5. Commission's Right to Subject Inventions
a. March -in Right
With respect to any Subject Invention in which Recipient has title and to the
extent permissible under Federal laws and regulations, the Commission shall have
the right to require Subcontractor or Subcontractor's Licensee to grant a
nonexclusive, partially exclusive, or exclusive license in any field of use to a
responsible applicant, upon terms that are reasonable under the circumstances, if
the Commission determines that: (i) the Subcontractor or Subcontractor's
Licensee has not taken, or is not expected to take within a reasonable time,
effective steps to achieve practical application of the Invention; or (ii) action is
necessary to alleviate health or safety needs that are not reasonably satisfied by
Subcontractor or Subcontractor's Licensee. If the Subcontractor or
Subcontractor's Licensee refuses such request, the Commission may grant such a
license itself. The parties may refer to the Federal Government's procedures for
handling march -in rights.
b. Notice of Patent
If any patent is issued for a Subject Invention, the Subcontractor will send the
University written notice of the issuance within two (2) months of the issuance
date. The notice include the patent title, issuance number, and a general
description of the Subject Invention.
c. Legal Notice
The Subcontractor and all persons and/or entities obtaining an ownership interest
in Subject Inventions must include the following statement within the
specification of any United States patent application, and any subsequently issued
patent for the invention:
Item 6. - 16 00na6280/DO HB -142-
"This invention was made with State of California support under California
Energy Commission grant number EPC-15-086. The Energy Commission has
certain rights to this invention."
6. Access to and Preservation of Subject Inventions and Copyrightable Works
a. Access
Upon the Commission Agreement Manager's request, the Subcontractor will
provide the Commission Agreement Manager and any individuals designated by
the Commission or the CPUC with access to the Subcontractor's Subject
Inventions and to Copyrightable Works which are subject to Article 3(3)a. and b.,
in order to exercise the licenses described above, and to determine any royalty
payments due under the Subcontract.
b. Preservation
The Subcontractor will preserve Subject Inventions and Copyrightable Works
which are subject to Article 3(3)a, and b., in order to exercise the licenses
described above, at its own expenses for at least ten (10) years from the
Subcontract's end date or until the timeframe in Subcontractor's retention policy,
whichever is longer. Notwithstanding the foregoing, Subcontractor is not obliged
under this Subcontract to obtain or maintain any intellectual property protection
for Subject Inventions. Subcontractor has the sole right but not the obligation to
file a patent application for a Subject Invention, but Subcontractor will file and
prosecute a patent application for any Subject Invention which a Licensee has a
license under Article 3(4)b., upon written request by such Licensee and at
Licensee's expense.
C. Royalty Payments to the Commission
In consideration of the Commission providing funding for the Prime Award,
Subcontractor agrees to pay the Commission a portion of either Net Revenues or Net
Royalties under the terms and conditions hereinafter set forth. If federal funds are used in
the conception or reduction to practice of a Subject Invention, such Net Revenues or Net
Royalties calculation made for the Subcontractor's prior fiscal year. Subcontractor
agrees to pay to Commission an amount equivalent to 10% of the total cumulative Net
Royalties, less payments made by Subcontractor to Commission in previous years when
Net Royalties were positive. Payments shall be made by check and made payable to the
California Energy Commission, EPIC Fund.
2. Net Revenue. If the Subcontractor is a licenses, the Subcontractor's obligation to make
payments to the Commission shall commence upon the first sale of the Licensed Product.
Payments are payable in annual installments and are due the first day of March for the
prior fiscal year of the Subcontractor and extend until ten (10) years from the
8
16-55001146280/DO HB -143- Item 6. - 17
Subcontract's end date. Subcontractor agree to pay an amount equivalent to 1.5% of the
Net Revenues by check made payable to the California Energy Commission, EPIC Fund.
D. If a Licensed Project was developed in part with Match Funds during the Subcontract term,
the Net Royalty payments will be reduced in accordance with the percentage of such
development activities that were funded with Match Funds. For example, if 20% of the
development activities that were funded with Match Funds during the Subcontract and total
cumulative Net Royalties equaled $100,000 in one year, the Subcontractor would owe the
Energy Commission $8,000 for the year (10% of $100,000 = $10,000; 80% of $10,000 =
$8,000 (the 80% coming froin 100% - 80% in match funds)).
If the Energy Commission is providing funds to the Subcontractor under this Subcontract as a
project match partner and Energy Commission funds are used in part to develop a Licensed
Project, the Net Royalty payments will be reduced in accordance with the percentage of such
development activities that were funded with non -Energy Commission funds during the
Subcontract term. For example, if 80% of the development activities were funded with
Subcontract and/or third party funds during the Subcontract and Net Royalties totaled
$100,000 in one year, the Subcontract would owe the Energy Commission $2,000 for the
year (10% of $100,000 = $10,000; 20% of $10,000 = $2,000 (the 20% coming from 100% -
80% in match funds)).
E. Unless the Subcontractor makes an early buyout, total Net Royalty or Net Revenues
payments will be limited to three (3) times the amount of funds paid by the Energy
Commission under the Subcontract. The Subcontract may make an early buyout payment to
the Energy Commission without a prepayment penalty, as an alternative to making annual
royalty payments for ten (10) years following the Subcontract's end date. The payment must
be in a lump sum amount equal to one and a half (1.5) times the amount of funds paid by the
Energy Commission under the Subcontract and made within five (5) years of the
Subcontract's end date. The payment amount due under the early buyout option will not be
reduced by the percentage of Match Funds as described above.
F. Subcontractor agrees not to make any sale, license, lease, gift or other transfer to any Project
Data Subject Invention, Copyrightable Work or Licensed Project with the intent of, or for the
purpose of, depriving Commission of Net Royalties or Net Revenues hereunder Generally
this means that the Subcontract will not make any sale, license, lease or other transfer of
Project Data, Subject Invention, Copyrightable Work or Licensed Product for consideration
other than fair market value except for research, educational, or other mutually agreed to
purposes intended to serve the public benefit.
G. The Subcontractor shall maintain separate accounts within their financial and other records
for purposes of tracking royalties and revenues due to the Commission under this
Subcontract.
H. Audits on Payments to Commissions. Payment to the Commission are subject to the Audit
clause.
9
Item 6. - 18 00n46280/Do H13.144-
I. Defaults. In the event of default hereunder, the Commission shall be free to exercise all
rights and remedies available to it herein, and under law and at equity. The Subcontractor's
failure to pay when due, any amount due and payable under the terms of this Subcontract
constitutes a default under this Subcontract.
ARTICLE 4
PUBLICATIONS, COPYRIGHTS AND RIGHTS TO DATA
Prior review by University's Principal Investigator shall be obtained by Subcontractor for
publication of any research report or other publication resulting from work performed on this
Subcontract. Decisions about authorship on all publications resulting from work under the Prime
Award and this Subcontract shall be made by University's Principal Investigator and
Subcontractor's Key Investigator, prior to any such publication. Two reprints of publications
resulting from work performed in whole or in part under this Subcontract shall be submitted to
University's Principal Investigator.
Except as otherwise provided in the conditions of the Prime Award, when publications or similar
materials are developed from work supported in whole or in part by this Subcontract, the author
is free to arrange for copyright without approval. A copy of such material shall be provided to
University.
University shall have the right to publish, disclose, disseminate and use, in whole or in part, any
data and information received or developed under this Subcontract.
ARTICLE 5
ADVERTISING AND PUBLICITY
Neither the Subcontractor nor the University will use the name of the other, either expressly or
by implication, in any news, publicity release, or other fashion without the express written
approval of the other party of this Subcontract.
ARTICLE 6
ACKNOWLEDGMENT
An acknowledgment of University and Prime Award support and a disclaimer must appear in the
publication of any material, whether copyrighted or not, based on or developed under this
Subcontract, in the following terms:
This material is based on work supported by California Energy Commission under
Prime Award no. and The Regents of the University of California.
All materials except scientific articles or papers published in scientific journals must also contain
the following:
10
16-5500/146280/Do HB -145- Item 6. - 19
Any opinions, findings, and conclusions or recommendations expressed in this publication
are those of the author(s) and do not necessarily reflect the views of California Energy
Commission or The Regents of the University of California.
ARTICLE 7
ACCEPTANCE AND REPORTS
A. INSPECTION AND ACCEPTANCE
All work performed under this Subcontract is subject to inspection and acceptance by the
University or its authorized representative.
B. TECHNICAL REPORTS AND DOCUMENTS
Technical progress reports are due on -- basis.
Any reports required by this Subcontract shall be due within thirty (30) days of the date of
formal request.
Inspection and acceptance for all reports and documents called for under this Subcontract
shall be at the following address:
University of California, Irvine
National Fuel Cell Research Center
221 Engineering Laboratory Facility
Irvine, CA 92697-3975
Attn: Professor Jacob Brouwer
C. CLOSE-OUT
Subcontractor shall submit Patent Statement and Equipment Report (Exhibit D) and
Subcontractor's Release documents (Exhibit E) no later than sixty (60) days after termination
of this Subcontract to the billing address in order to fulfill the reporting requirements of the
Prime Award.
ARTICLE 8
SPECIAL PROVISIONS
A. RECORDKEEPING, COST ACCOUNTING, AUDIT
1. Cost Accounting
Subcontractor agrees to keep separate, complete, and correct accounting of the costs
involved in completing the Subcontract and match funded (if any) portion of this project.
Financial records, supporting documents, and all other records pertinent to this
Subcontract shall be retained for a period of four (4) years from the date of termination of
this Subcontract. The University shall have the right to examine Subcontract's books of
I
Item 6. - 20 00/146280/Do H B -146-
accounts at all reasonable times to the extent and as is necessary to verify the accuracy of
Subcontractor's reports.
Subcontracts over $10,000: University, Prime Award Sponsor, the Comptroller General
of the United States, or any of their duly authorized representatives, shall have access to
any books, documents, paper and records of Subcontractor which are directly pertinent to
this agreement for the purpose of making audits, examinations, excerpts and
transcriptions.
2. Accounting Procedures
The Subcontractor's costs shall be determined on the basis of the Subcontractor's
accounting system procedures and practices employees as of the effect date of this
Subcontract, provided that the Subcontractor shall use generally accepted accounting
principles and cost reimbursement practices. The Subcontractor's cost accounting
practices used in accumulating and reporting costs during the performance of this
Subcontract shall be consistent with the practices used in estimating costs of any proposal
to which this Subcontract relates; provided that such practices are consistent with the
other terms of this Subcontract and provided, further, that such costs may be accumulated
and reported in greater detail during performance of this Subcontract. The
Subcontractor'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 Subcontract.
3. Allowability of Costs
a. Allowable Costs
The costs for which the Subcontractor shall be reimbursed under this Subcontract
include all costs, direct and indirect, incurred in the performance of work that are
identified in the Subcontract budget. Costs must be incurred within the period of
performance of the Subcontract. Factors to be considered in determining whether
an individual item of cost is allowable include (i) reasonableness of the item, (ii)
appropriate use of the allocability of the item to the work, (iii) applicable federal
cost principles incorporated by reference in this Subcontract, and (iv) the terms
and conditions of this Subcontract.
b. Unallowable Costs
The following is a description of some specific items of cost that are unallowable;
provided, however, that the fact that a particular item of cost is not included shall
not mean that it allowable. Details concerning the allowability of costs are
available from the Prime Award Sponsor's Accounting Office.
i. Profit or Fees, Contingency Costs, Imputed Costs, Fines and
Penalties, Losses, Excess Profit Taxes and increased rates for this
Subcontract
12
16-5500/146280/DO 1413 -147- Item 6. - 21
ii. The University will pay for state
or local state or use taxes on expenditures.
C. Except as provided for in this Subcontract, Subcontractor shall use the federal
regulations incorporated by reference in this Subcontract when determining
allowable and unallowable costs. In the event of a conflict, this Subcontract takes
precedence over the federal regulations.
4. Audit Rights
Subcontractor 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 perforning this Subcontract. The University may audit such accounting
records at all reasonable times with prior notice by the University. It is the intent of the
parties that such audits shall ordinarily be performed not mare 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 the University of the Subcontractor's final invoice.
However, performance of any such interim audits by the University does not preclude
further audit.
5. Refund
If the University detennines, that any invoiced and paid amounts exceed the actual
allowable incurred costs, Subcontractor shall repay such amount to the University within
thirty (30) days of request or as otherwise agreed by the University and Subcontractor. If
the University does not receive such repayment, the University shall be entitled to
withhold further payments under this Subcontract to the Subcontractor or seek repayment
from the Subcontractor.
6. Match Funds
If the budget includes a match funds requirement, the Subcontractor's commitment of
resources, as described in this Subcontract, is a required expenditure for receipt of
Subcontract fiends. Subcontract funds will be released only if the required percentages of
march funds are expended. The Subcontractor must maintain accounting records
detailing the expenditure of the march funds reported as match funds expenditures on the
Subcontractor's request for payment.
B. ASSIGNMENT
This Subcontract may not be assigned in whole or in part without the prior written consent of
the University.
13
Item 6. - 22 Oo/14628o/Do 11B - 148_
C. TERMINATION
1. Default
In the event of any default of this Subcontract, University may, without prejudice to any
of its other legal remedies, terminate this Subcontract upon five (5) days written notice to
Subcontractor.
2. For Cause
This Subcontract may be terminated by either party upon thirty (30) days written notice
to the other party, except that the termination of the Prune Award concurrently terminates
this Subcontract with the same date. In such event, Subcontractor agrees to use all
reasonable efforts to mitigate its expenses and obligations.
The terra "for cause" includes, but it not limited to, the following reasons:
a. Loss or redirection of funding for this Subcontract;
b. Significant change in Prime Award Sponsor's policy such that the work being
funded would not be supported by the Prime Award Sponsor;
c. Change in Prime Award Sponsor's staffing such that the work being funded
can be done by staff of Prime Award Sponsor.
3. Allowable Costs
The federal regulations incorporated into this Subcontract and Prime Agreement attached
hereto as Exhibit C shall be used to determine allowable termination costs, but not in
excess of the total amount of the Subcontract.
D. TITLE TO EQUIPMENT
Title to equipment (initial cost of $5000 or more and an expected service life of two (2) years
or more) purchased by the Subcontractor pursuant to the terms of this Subcontract shall vest
in the Subcontractor provided prime agency has not reserved the right to take or transfer title.
E. INDEMNIFICATION
Subcontractor shall defend, indemnify and hold University, its officers, employees and
agents harmless from and against any and all liability, loss, expense, attorneys' fees, or
claims for injury or damages arising out of the performance of this Subcontract but only in
proportion to and to the extent such Iiability, loss, expense, attorneys' fees, or claims for
injury or damages are caused by or result from the negligent or intentional acts or omissions
of Subcontractor, its officers, agents or employees.
University shall defend, indemnify and hold Subcontractor, its officers, employees and
agents harmless from and against any and all liability, loss, expense, attorneys' fees, or
claims for injury or damages arising out of the performance of this Subcontract but only in
14
16-5500/146280/Do H B -149- Item 6. - 23
proportion to and to the extent such liability, loss, expense, attorneys' fees, or claims for
injury or damages are caused by or result from the negligent or intentional acts or omissions
of University, its officers, agents or employees.
F. PRIME AWARD
All applicable provisions contained in Prime Award No. EPC-15-086 from California Energy
Commission shall be binding upon the Subcontractor, and the Subcontractor hereby agrees to
comply with same. A copy of the Prime Award is attached to this Subcontract as Exhibit C.
G. CERTIFICATIONS
1. Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered
Transactions
(a) The prospective lower tier participant certifies, by execution of this subcontract, that
neither it nor its principals is presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from participation in this transaction by any
Federal department of agency.
(b) Where the prospective lower tier participant is unable to certify to any of the
statements in this certification such prospective participant shall attach an explanation to
this proposal.
2. Restriction on Lobbying (in all subcontracts over $100,000 under federal grants, contract,
and cooperative agreements).
Subcontractor in executing this Subcontract is certifying that as of December 23, 1989, it
neither has used nor will use any appropriated federal funds to lobby for or otherwise
influence the awarding or amending of this Subcontract, and that it will disclose the use
of any non-federal funds used for these purposes.
H. Travel and Per Diem
1. Those trips already identified in the Budget are considered approved when this
Subcontract goes into effect. Travel not listed in the Budget of this Subcontract shall
require prior written authorization from the University. When requesting such
approval, Subcontractor will identify who shall travel, the purpose of the travel and
the destination.
2. Subcontractor must document travel expenses in its financial records as follows:
i. Expenses must be detailed.
ii. Expenses must be listed by trip, including date and times of departure and return.
15
Item 6. - 24 00/146280/D0 F-1 13 - 15 0-
iii. Subcontractor must retain receipts for travel expenses claimed for audit and
verification.
3. Travel not listed in the Budget of this Subcontract shall require prior written
authorization, via e-mail or other means, from University.
I. Standard of Performance
Subcontractor and their employees in the performance of Subcontractor's work
under this Subcontract shall be responsible for exercising the degree of skill and care
required by customarily accepted good professional practices and procedures used in
scientific and engineering research fields.
2. The failure of a project to achieve the technical or economic goals stated in the
Statement of Work is not a basis for the University to determine that the work is
unacceptable, unless the work conducted by the Subcontractor is deemed to be have
failed the foregoing standard of performance.
3. In the event that Subcontractor fails to perform in accordance with the foregoing
standard of performance, the University shall seek to negotiate in good faith an
equitable resolution satisfactory to both parties.
4. Nothing contained in this section is intended to limit any of the rights or remedies
which the parties may have under the law.
J. 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 Subcontract.
K. Nondiscrimination Statement of Compliance
During the performance of this Subcontract, Subcontractor shall not unlawfully
discriminate, harass or allow harassment, against any employee or applicant for
employment because of sex, sexual orientation, race, color, ancestry, religious creed,
national origin, physical disability (including HIV and AIDS), mental disability, medical
condition (cancer), age (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.
Subcontractors shall comply with provisions of the Fair Employment and Housing Act
(Government Code Sections 12990 et seq.) and the applicable regulations promulgated
hereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable
regulations of the Fair Employment and Housing 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 Subcontract by reference and made a part
of it as if set forth in full. Subcontractor shall give written notice of their obligations
under this section to labor organizations with which they have a collective bargaining or
other Subcontract.
16
16-5500i146280nDo ti B _ I -5 I _ Item 6. - 25
L. Survival of Terms
It is understood and agreed that certain provisions shall survive the completion or
termination date of this Subcontract of any reason. The provisions include, but are not
limited to:
1. Recordkeeping, Cost Accounting and Auditing
2. Equipment
3. Pre -Existing intellectual Property, Independently Funded Intellectual Property, and
Pre-existing Data
4. Intellectual Property
5. Royalty Payments to the Energy Commission
6. Access to Sites and Records
M. Definitions
1. Confidential Information: any data or information that is proprietary to the
Disclosing Party, allowed to be kept confidential under the California Public
Records Act (Government Code Section 6254 et seq.) or other applicable law, and
not publicly known at the time of disclosure to the receiving party.
2. Copyrightable Work means any copyrighted work as defined under U.S. copyright
law to which the Subcontractor or Match Fund has acquired title that is first created
in the performance of the Statement of Work under this Subcontract and is not a
scholarly work.
3. Data means information, regardless of the form or medium including, but not limited
to drawing, lists, findings, computations, notes, diagrams, data files, statistical
records and other research data.
4. Pre-existing Data means Data possessed or owned by. the Subcontractor that exists
prior to the Subcontract start date or developed during the Subcontract without
Commission or Match Funds.
5. Project means the entire effort undertaken by Subcontractor in the performance of
this Subcontract and consisting of the work funded in whole or in part by the Prime
Award.
6. Project -relevant Pre-existing Data means Pre-existing Data used by Subcontractor in
the performance of the Statement of Work conducted under this Subcontract.
17
Item 6. - 2600/146280/DO HB -152-
7. Project Data means Data that is first produced in the performance of this Subcontract
by Subcontractor or a Match Funds partner. Project Data does not include a
researcher's laboratory notebook, but may include the Data contained therein.
8. Deliverable Data means Project Data that is identified in the Statement of Work and
required to be delivered to the University or Commission.
9. 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 projects, objects, machinery, apparatus, implements or
tools purchased, used or constructed with the Project, including those products,
objects, machinery, apparatus, implements or tools from which over thirty percent
(30%) of the equipment is composed of Materials purchase for the Project. For
purposes of determining depreciated value of equipment used in the Subcontract, the
Project shall terminate at the end of the normal useful life of the equipment
purchased, funded and/or developed with Prime Award funds. The Energy
Commission may determine the normal useful life of such equipment.
10. Key Personnel are employees of the Subcontractor who are both listed in the
Subcontract and 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 that outcome of the project.
11. Independently Funded Intellectual Property means Intellectual Property created,
conceived, discovered, made, developed, altered, or reduced to practice by the
Subcontractor during or after the Subcontract teen without Commission or Match
Funds, and any associated proprietary rights to these items that are obtained with
Energy Commission or Match Funds, such as patent and copyright,
12. Intellectual Property means inventions, technologies, designs, drawings, software,
formulas, compositions, processes, techniques, works of authorship, trademarks,
service marks, logs, and any associated proprietary rights to these terms, such as
patent and copyright, including and any upgrades or revisions to these items.
13, Licensed Product means any project commercialized by a Licensee that embodies or
utilizes Project Data, a Subject Invention or Copyrightable Work.
14. Licensee means the organization that is granted commercial rights to Project Data, a
Subject Invention or Copyrightable Work develop any of these into a commercial
product that is made available to the public in the marketplace or otherwise sold.
15. Load -serving entity means a company or other organization that provides electricity
to EPIC ratepayers.
16. Match Funds means cash or in -kind contributions shown in the approved budget,
Exhibit B, and provided by Subcontractors or other parties that will be used in
performance of this Subcontract.
18
16-5500/146280/DO HB -153-
Item 6. - 27
17. Match Fund Partner means an entity providing Match Funds that does not receive
any Commission funds.
18. Materials means the substances used in constructing a finished object, commodity,
device, article or product.
19. Net Revenues means the total of the gross invoice prices of Licensed Product sold,
less the sum of the following actual and customary deductions where applicable:
cash, quantity discounts; sales, use, tariff, import/export duties or other excise taxes
imposed upon particular sales; transportation charges; and allowance or credits to
customers because of rejections or returns.
20. Net Royalties means gross licensing income, including royalties and fees, received
by Subcontractors fi-om a Licensee as consideration for commercially licensing any
Subject Invention, Copyrightable Work, or Project Data, less the following:
a. Legal or other direct expenses (that are not otherwise reimbursed under an option
or license agreement from a third party) of patenting, protecting and preserving
patent, copyright and related property rights, maintaining patents and other such
costs, taxes, or reimbursements as may be necessary or required by law, except
patent infringement expenses;
b. Inventor or author shares in accordance with Subcontractor's patent or copyright
policy; and
c. Direct expenses include operating expenses of Subcontractor which are
customarily reimbursed by royalty payments.
Net Royalties do not include any payments to joint holders nor research funding
accepted by Subcontractor in association with an option or licensing agreement. Net
Royalties shall be aggregated cumulatively, over time for each disclosed Subject
Invention, Copyrightable Work, or Project Data,
21. Ownership means exclusive possession and control of all rights to property,
including the right to use and transfer property.
22. Pre-existing Intellectual Property means Intellectual Property that the Subcontractor
owned and possessed prior to the effective date of this Subcontract and that have not
been developed, altered, or reduced to practice with Energy Commission or Match
Funds, and any associated proprietary rights to these items that are obtained without
Energy Commission or Match Funds, such as patent and copyright.
23. Products means all tangible research products first made by Subcontractor, or Match
Fund Partners in the performance of this Subcontract and specified for delivery in
the Statement of Work, but not a Subject Invention nor a Copyrightable Work.
we,
Item 6. - 28 00/146280/DO H B -154-
24. Project -relevant Pre-existing Intellectual Property means Pre-existing Intellectual
Property used by Subcontractor or Match Fund Partners in the performance of the
Statement of Work conducted under this Subcontract.
25. Project -relevant Independently Funded Intellectual Property means Independently
Funded Intellectual Property used by Subcontractor or Match Fund Partners in the
performance of the Statement of Work under this Subcontract.
26. Report means all required reports specified for delivery to the University in the
Statement of Work.
27. Subject Invention means any patentable invention or discovery that is either:
a. Conceived and first actually reduced to practice (actually reduced to practice or
constructively reduced to practice by the filiaig of a patent application) in the
performance of the Statement of Work;
b. Conceived in the performance of the Statement of Work and first reduced to
practice in the performance of the Statement of Work conducted under this
Subcontract or within forty-two (42) months after the completion of the
Statement of Work;
c. Conceived prior to the effective date of this Subcontract or conceived without
Energy Commission funds and reduced to practice in the performance of the
Statement of Work, provided that such conception is not encumbered by an),
obligations owed to a third party other than the U.S. Government.
ARTICLE 9
NOTICE AND CONTACTS
A. Notices shall be directed to the appropriate individual(s) noted below.
UNIVERSITY CONTACTS
Principal Investigator
Name: Dr. Jack Brouwer
Address: National Fuel Cell Research Center
221 Engineering Laboratory Facility
Irvine, CA 92697-3975
Telephone: 949-824-8191
Email: jbrouwer@uci.edu
SUBCONTRACT CONTACTS
Key Investitzator
Name: Antonia Graham, Assistant to the City
Manager
Address: 2000 Main Street
Huntington Beach, CA 92648
Telephone: (714) 536-5537
Email: Antonia.grahaingsurfcity-hb.or
16-5500/146280/DO
20
«g -1 55-
Item 6. - 29
Authorized Official
Name: Grace J. Park
Address: UCI, Office of Research
5171 California Avenue, Suite 150
Irvine, CA 9269-7600
Telephone: 949-824-7218
Email: parkgj@uci.edu
Financial Contact
Name: Jeff Wojciechowski
Address: Advanced Power & Energy Program
221 Engineering Lab Facility
Irvine, CA 92697-3550
Telephone: 949-824-7302
Email: jwojciec@uci.edu
Authorized Official
Name: Fred Wilson, City Manager
Address: 2000 Main Street
Huntington Beach, CA 92648
Telephone: (714) 375-8465
Email: Fred. Wilson a,surfcity-lib.or�
Financial Contact
Name: Sunny Han, Finance Project Manager
Address: 2000 Main Street
Huntington Beach, CA 92648
Telephone: (714) 536-5907
Email: Sunny.Han@surfcity-hb.org
B. Whenever any notice is to be given hereunder, it shall be in writing and shall be deemed
received, if delivered by courier on a business day, on the day delivered, or on the second
business day following mailing, if sent by first-class certified or registered mail, postage
prepaid.
ARTICLE 11
CONTENTS AND ORDER OF PRECEDENCE
Attached to this subcontract are the following exhibits:
EXHIBIT A - Statement of Work
EXHIBIT B - Cost Estimate
EXHIBIT C - Prime Award No.
EXHIBIT D - Patent Statement and Equipment Report
EXHIBIT E - Subcontractor's Release
EXHIBIT F - Invoice Form
Insofar as these instruments apply to this subcontract together with the instruments previously
enumerated and those listed below, they constitute the entire agreement and understanding
between the University and Subcontractor. In the event of an inconsistency in this Subcontract,
the inconsistency shall be resolved by giving precedence in the following order.
1. Subcontract Schedule
2. Prime Award No. EPC-15-077
Item 6. - 30 00i146280/Do
21
HB -156-
ARTICLE 12
GOVERNING LAW
This Subaward shall be governed by the laws of the State of California without regard to its
conflicts of law principles.
ARTICLE 13
ENTIRE AGREEMENT, WAIVERS, AND AMENDMENTS
This Subcontract contains the full and complete agreement between the two parties. All
modifications must be in writing and signed by the University's Institutional Official and the
Subcontractor's Contracting Officer. No verbal agreements or conversations with any officer or
employee of either party shall affect or modify any of the terms and conditions of this
Subcontract.
APPROVED AND AGREED:
The Regents of the University of California Subcontractor:
City of Huntington Beach
By: By:
Title: Subcontract Officer By:
Date:
City Manager
City Clerk
APPROVED AS TO?TORM:
In
City Attorney D �o
1NI AN APPRO D:
Ass s ity Manager
16-5500/ 1 Q 6280/DO
22
HB -157-
Item 6. - 31
EXHIBIT A
STATEMENT OF WORK (SOW)
City of Huntington Beach
The EPIC Challenge: Accelerating the Deployment of Advanced Energy Communities
GFO-15-312
Feb 08, 2016
In support of the University Of California's response to California Energy Commission GFO-15-
312 entitled "Huntington Beach Advanced Energy Community Blueprint: A Scalable, Replicable,
and Cost -Effective Model for the Future" the City of Huntington Beach commits to
accomplishing the following statement of work (SOW):
• Support site investigation to explore opportunities for multiple energy efficiency and
power generation technologies.
• Support the building energy modeling and utilities analysis.
• Support development of an overall energy master plan for the Oak View Community.
• Take responsibility for arranging meetings and organizing outreach and publicity events
with the community of Oak View.
• Utilize the City's Public Information Officer to disseminate project updates and
information to the public through a variety of social and traditional media platforms.
• Work with UCI, Altura, NREL and local property owners to create a robust stakeholder
group.
o Lead the engagement process with all stakeholders
• Work with Altura and UCI to evaluate and establish acceptable financing mechanisms
for converting communities into AEC
Item 6. - 32 tag-i,S-
EXHIBIT !i
FINAL 17 December 2015
Budget and Budget Justification
The budget that is required for the City of Huntington Beach to participate in the proposed effort is
presented in Table 1 below. This budget estimate includes support of salaries for Antonia Graham,
Energy and Sustainability Manager/Assistant to the City Manager, Sunny Han, Finance Project
Manager, and Kirsten Graham, Energy and Sustainability Intern. The travel costs are for
collaboration meetings in Irvine and attendance at local conferences to highlight the work being
done in the Oak View Community, while the materials and supplies costs are for computer
software and hardware as well as publication expenses. Indirect costs are assessed at City of
Huntington Beach rate of 10% de minimus rate of total direct costs per 2 CFR 200.331(a)(4).
Benefits rates are calculated individually based on the individuals salary —this varies.
Note that the CEC budget request for each of the budget categories sums to a total of $90,000. A
significant amount of cost share is provided by the City of Huntington Beach in the form of salary
and benefits for staff that will directly participate in the project.
Table 1. Proposed 6zrdget Details for• the project
Budget Item:
CEC
Cost Share
Total
Amount
Amount
Salaries* This is
the fully burdened
$60,000
$152,900
rate for the three
project employees
Employee benefits
0
Tuition and Fees
0
0
Equipment
0
0
Materials &
$28,000
Supplies
Travel
$2,000
Subcontracts
Other Direct Costs
Indirect Costs
TOTALS:J
$90,000
1 $152,900
FIB _ISg_ Item 6. - 33
EXHIBIT C
RECIPIENT
The Regents of the University of California, Irvine
campus
AGREEMENT NUMBER
EPC-15-077
ADDRESS
AGREEMENTTERM
6/15/2016 to 7/31 /2018
University of California, Irvine
The effective date of this Agreement is either the start date or the approval
Office of Research Administration
date by the California Energy Commission, whichever is later. The
California Energy Commission shall be the last party to sign. No work is
5171 California, Suite 150
authorized, nor shall any work begin, until on or after the effective date.
PROJECT DESCRIPTION
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
Page(s): 21
Exhibit A — Attachments
Page(s): 2
Exhibit B — Budget
Page(s): 27
Exhibit B — Attachments
Page(s): 0
Exhibit C — General Terms and Conditions
Page(s): 33
Exhibit C — Attachments
Page(s): 4
Exhibit D - Contacts
Page(s): 1
$ 1,500,000
$ 810,998
$ 21310,998
The undersigned parties have read the attachments to this agreement and will comply with the standards and requirements contained therein.
CALIFORNIA ENERGY COMMISSION
RECIPIENT
AUTHORIZED SIGNATURE
DATE
AUTHORIZED SIGNATURE
DATE
NAME
Rachel L. Grant Kiley
NAME
TITLE
Contracts, Grants and Loans Office Manager
TITLE
CALIFORNIA ENERGY COMMISSION ADDRESS
1516 9th Street, MS 1, Sacramento, CA 95814
Item 6. - 34 11B _160-
EXHIBIT C
SECTION
1.
2.
3.
4.
5.
6.
7.
8.
9.
10
11
12
13
14
15
16
17
18
19
20
21.
22.
23.
24.
25.
EXHIBIT C
EPIC UC TERMS AND CONDITIONS
TABLE OF CONTENTS
GrantAgreement.......................................................................................
Attachments and References..................................................................
ApplicableLaws.........................................................................................
DueDiligence.............................................................................................
Products......................................................................................................
Reports........................................................................................................
Legal Statement on Reports and Products ..........................................
Amendments..............................................................................................
Contracting and Procurement Procedures ...........................................
Permits and Clearances...........................................................................
Equipment...................................................................................................
Termination.................................................................................................
Traveland Per Diem.................................................................................
Standard of Performance.........................................................................
Paymentof Funds.....................................................................................
Recordkeeping, Cost Accounting, and Auditing ..................................
Indemnification
PAGE NO.
.................. 2
.................. 2
.................. 3
.................. 3
.................. 3
.................. 3
.................. 4
.................. 5
.................. 6
.................. 8
R
............ 8
............ 9
............ 9
..........10
..........12
......................................................................................................................15
Workers' Compensation Insurance ...................................
Confidentiality........................................................................
Pre -Existing Intellectual Property, Independently
Property, and Pre-existing Data ........................................
Intellectual Property.............................................................
Royalty Payments to the Energy Commission ................
General Provisions...............................................................
Certifications and Compliance ...........................................
Definitions..............................................................................
...................................15
...................................15
Funded Intellectual
.................................17
.................................19
................................. 23
................................. 25
................................. 26
................................. 29
HB -161- Item 6. - 35
EXHIBIT C
I. TASK ACRONYM/TERM LISTS
A. Task List
Task #
CPR'
Task Name
1
General Project Tasks
2
Develop AEC Design and Planning Tool
3
Develop Smart Community Micro rid Energy Management Model
4
X
Develop Case Studies on Various Integration Designs
5
Develop Master Community Design
6
Develop Financial and Business Models
7
Develop Outreach Strategy
8
Evaluation of Project Benefits
9
Tech nolo /Knowled e Transfer Activities
B. Acronym/Term List
Acronym/Term
Meaning
AEC
Advanced Energy Community
CAM
Commission Agreement Manager
CAO
Commission Agreement Officer
CPR
Critical Project Review
TAC
Technical Advisory Committee
II. PURPOSE OF AGREEMENT, PROBLEM/SOLUTION STATEMENT, AND GOALS AND
OBJECTIVES
A. Purpose of Agreement
The purpose of this Agreement is to fund the development of extensible tools and to plan and
design the integrated set of energy infrastructure and advanced energy technology approaches
for accelerating the deployment of Advanced Energy Communities (AEC).
B. Problem/ Solution Statement
Problem
There is lack of optimal integration approaches of smart grid technologies, combined cooling
heating and power generation with high temperature fuel cells, energy storage technologies,
and renewable energy utilization, for greater electricity reliability, lower costs, increased safety
and Zero Net Energy future in the community level.
Solution
The Regents of the University of California (Recipient), on behalf of the Irvine campus, will
develop tools, plan, design, and evaluate integrated sets of advanced energy technologies and
solutions at a pilot/community scale and to validate its benefits to California Investor -Owned -
Please see subtask 1.3 in Part III of the Scope of Work (General Project Tasks) for a description of
Critical Project Review (CPR) Meetings.
Item 6. - 36 HB -162-
EXHIBIT C
Utilities ratepayers and California Independent System Operator in various case studies and
designs. To accelerate the deployment of AECs throughout the state, applied research is
needed to integrate and optimize the promising new energy innovations into a unified system
that efficiently interacts with the existing community electrical grid/infrastructure/buildings,
serves various end -uses, obtains performance data for scale -up, and performs cost -benefit
analyses for demonstrating economic feasibility. Master community design tools and
approaches and integration and control strategies for innovative energy technologies will be
advanced in this project, which will accelerate the development of and establish technical and
economic readiness for deployment of AECs throughout the State. The tools will be extensible
and the AEC designs will be replicable to other communities throughout California with
transferable knowledge, technologies, and findings.
C. Goals and Objectives of the Agreement
Agreement Goals
The goal of this Agreement is to: develop extensible tools and to plan and design the integrated
set of energy infrastructure and advanced energy technology approaches to convert the
community of Oak View into an AEC that can be easily replicable for use in similar communities.
Ratepayer Benefits :2 This Agreement will result in the ratepayer benefits of greater electricity
reliability, lower costs, and increased safety. The reliability is increased by 1) local renewable
energy resources are being utilized in the AEC and could serve the critical loads inside the
community without interruption, 2) providing mobility in case of an emergency through electric
vehicle charging stations in adjacent communities, 3) the AEC could provide ancillary services
to the grid during normal operations, and 4) the AEC could provide black -start capability, (the
ability to keep the system running during a power outage). The AEC design will provide lower
costs and economic benefit to the ratepayers by 1) reducing the transmission/distribution
losses, 2) reducing the need for new transmission infrastructure and 3) providing a less
expensive method in achieving the state's 50% renewable goal and environmental goals. Lastly,
this replicable AEC design will also significantly reduce greenhouse gas emissions and criteria
emissions compared to the grid as a whole, as it incorporates more renewables, leading to
increased ratepayer safety and health benefits.
Technological Advancement and Breakthroughs:' This Agreement will support the development
and commercialization of technological advancements and breakthroughs that overcome
barriers to the achievement of the State of California's statutory energy goals by: 1) maximize
the use of the renewable energy sources in the community, 2) help mitigate the increasing
renewable intermittency impact on the local utility grid, 3) reduce the emissions from the
community, and 4) improve the grid reliability and resiliency from community level. This
Agreement will support development and commercialization of technological advancements that
overcome barriers to achieving the state's increase use of renewable energy goal. This
Agreement will advance the integration of emerging and proven green energy technologies, with
2 California Public Resources Code, Section 25711.5(a) requires projects funded by the Electric Program
Investment Charge (EPIC) to result in ratepayer benefits. The California Public Utilities Commission,
which established the EPIC in 2011, defines ratepayer benefits as greater reliability, lower costs, and
increased safety (See CPUC "Phase 2" Decision 12-05-037 at page 19, May 24, 2012,
http://docs.cpuc.ca.gov/PublishedDocs/WORD PDF/FINAL DECISION/167664.PDF).
3 California Public Resources Code, Section 25711.5(a) also requires EPIC -funded projects to lead to
technological advancement and breakthroughs to overcome barriers that prevent the achievement of the
state's statutory and energy goals.
IAB -163_ Item 6. - 37
EXHIBIT C
various end -uses in the community scale. The knowledge gained from the integration of
technologies with the end -uses will be valuable to communities throughout California.
Agreement Objectives
The objectives of this Agreement are to:
• Develop and establish an AEC Design and Planning Tool to provide insights and
recommendations on various integration and deployment options for the Oak View
community,
• Develop and establish a Smart Community Microgrid Energy Management Model that can
simulate and evaluate the impacts and performance characteristics of the suite of clean
energy technologies and systems that will be implemented in the AECs,
• Carry out case studies to evaluate various designs and integration strategies; the design
effort will include, but not be limited to, combinations of Energy Efficiency Measures,
supplemental local renewable energy sources, energy storage systems, novel uses of the
natural gas system, clean power generation systems with combined cooling, heating and
power, and Smart -grid technologies that will be evaluated for the best value in terms of
economic, environmental and technical performance,
• Propose a Master Community Design for the Oak View community from the case studies,
and establish a Master Community Design for a generic community,
• Develop financial and business models for AEC design and develop a market facilitation
plan,
• Develop an outreach strategy for educating the building industry, utilities, government
agencies, communities and other interested parties regarding the benefits of using an
integrated set of advanced energy technologies to revitalize and energize a community,
make it an AEC, and produce jobs and educational benefits.
Item 6. - 38 HB -164-
EXHIBIT C
III. TASK 1 GENERAL PROJECT TASKS
PRODUCTS
Subtask 1.1 Products
The goal of this subtask is to establish the requirements for submitting project products (e.g.,
reports, summaries, plans, and presentation materials). Unless otherwise specified by the
Commission Agreement Manager (CAM), the Recipient must deliver products as required below
by the dates listed in the Project Schedule (Part V). Products that require a draft version are
indicated by marking "(draft and final)" after the product name in the "Products" section of the
task/subtask. If "(draft and final)" does not appear after the product name, only a final version of
the product is required. With respect to due dates within this Scope of Work, "days" means
working days.
The Recipient shall:
For products that require a draft version, including the Final Report Outline and Final Report
• Submit all draft products to the CAM for review and comment in accordance with the
Project Schedule (Part V). The CAM will provide written comments to the Recipient on
the draft product within 15 days of receipt, unless otherwise specified in the task/subtask
for which the product is required.
• Consider incorporating all CAM comments into the final product. If the Recipient
disagrees with any comment, provide a written response explaining why the comment
was not incorporated into the final product.
Submit the revised product and responses to comments within 10 days of notice by the
CAM, unless the CAM specifies a longer time period, or approves a request for
additional time.
For products that require a final version only
• Submit the product to the CAM for acceptance. The CAM may request minor revisions or
explanations prior to acceptance.
For all products
• Submit all data and documents required as products in accordance with the following:
Instructions for Submitting Electronic Files and Developing Software:
o Electronic File Format
Submit all data and documents required as products under this Agreement in an
electronic file format that is fully editable and compatible with the Energy
Commission's software and Microsoft (MS) -operating computing platforms, or with
any other format approved by the CAM. Deliver an electronic copy of the full text of
any Agreement data and documents in a format specified by the CAM, such as
memory stick or CD-ROM.
The following describes the accepted
provided to the Energy Commission
establishes the software versions that
software products:
formats for electronic data
as products under this
will be required to review
and documents
Agreement, and
and approve all
H B-165- Item 6. - 39
EXHIBIT C
— Data sets will be in MS Access or MS Excel file format (version 2007 or later),
or any other format approved by the CAM.
— Text documents will be in MS Word file format, version 2007 or later.
— Documents intended for public distribution will be in PDF file format. The
Recipient must also provide the native Microsoft file format.
— Project management documents will be in Microsoft Word file format, version
2007 or later.
o Software Application Development
Use the following standard Application Architecture components in compatible
versions for any software application development required by this Agreement (e.g.,
databases, models, modeling tools), unless the CAM approves other software
applications such as open source programs:
— Microsoft ASP. NET framework (version 3.5 and up). Recommend 4.0.
— Microsoft Internet Information Services (IIS), (version 6 and up) Recommend
7.5.
— Visual Studio.NET (version 2008 and up). Recommend 2010.
— C# Programming Language with Presentation (UI), Business Object and Data
Layers.
— SQL (Structured Query Language).
— Microsoft SQL Server 2008, Stored Procedures. Recommend 2008 R2.
— Microsoft SQL Reporting Services. Recommend 2008 R2.
— XML (external interfaces).
Any exceptions to the Electronic File Format requirements above must be approved in
writing by the CAM. The CAM will consult with the Energy Commission's Information
Technology Services Branch to determine whether the exceptions are allowable.
MEETINGS
Subtask 1.2 Kick-off Meeting
The goal of this subtask is to establish the lines of communication and procedures for
implementing this Agreement.
The Recipient shall:
• Attend a "Kick-off' meeting with the CAM, the Commission Agreement Officer (CAO),
and any other Energy Commission staff relevant to the Agreement. The Recipient will
bring its Project Manager and any other individuals designated by the CAM to this
meeting. The administrative and technical aspects of the Agreement will be discussed at
the meeting. Prior to the meeting, the CAM will provide an agenda to all potential
meeting participants. The meeting may take place in person or by electronic
conferencing (e.g., WebEx), with approval of the CAM.
The administrative portion of the meeting will include discussion of the following:
o Terms and conditions of the Agreement;
o Administrative products (subtask 1.1);
o CPR meetings (subtask 1.3);
o Match fund documentation (subtask 1.7);
o Permit documentation (subtask 1.8);
Item 6. - 40 H B - i «-
EXHIBIT C
o Subcontracts (subtask 1.9); and
o Any other relevant topics.
The technical portion of the meeting will include discussion of the following:
o The CAM's expectations for accomplishing tasks described in the Scope of Work;
o An updated Project Schedule;
o Technical products (subtask 1.1);
o Progress reports and invoices (subtask 1.5);
o Final Report (subtask 1.6);
o Technical Advisory Committee meetings (subtasks 1.10 and 1.11); and
o Any other relevant topics.
Provide an Updated Project Schedule, List of Match Funds, and List of Permits, as
needed to reflect any changes in the documents.
The CAM shall:
• Designate the date and location of the meeting.
• Send the Recipient a Kick-off Meeting Agenda.
Recipient Products:
• Updated Project Schedule (if applicable)
• Updated List of Match Funds (if applicable)
• Updated List of Permits (if applicable)
CAM Product:
• Kick-off Meeting Agenda
Subtask 1.3 Critical Project Review (CPR) Meetings
The goal of this subtask is to determine if the project should continue to receive Energy
Commission funding, and if so whether any modifications must be made to the tasks, products,
schedule, or budget. CPR meetings provide the opportunity for frank discussions between the
Energy Commission and the Recipient. As determined by the CAM, discussions may include
project status, challenges, successes, advisory group findings and recommendations, final
report preparation, and progress on technical transfer and production readiness activities (if
applicable). Participants will include the CAM and the Recipient, and may include the CAO and
any other individuals selected by the CAM to provide support to the Energy Commission.
CPR meetings generally take place at key, predetermined points in the Agreement, as
determined by the CAM and as shown in the Task List on page 1 of this Exhibit. However, the
CAM may schedule additional CPR meetings as necessary. The budget will be reallocated to
cover the additional costs borne by the Recipient, but the overall Agreement amount will not
increase. CPR meetings generally take place at the Energy Commission, but they may take
place at another location, or may be conducted via electronic conferencing (e.g., WebEx) as
determined by the CAM.
The Recipient shall:
• Prepare a CPR Report for each CPR meeting that: (1) discusses the progress of the
Agreement toward achieving its goals and objectives; and (2) includes recommendations
and conclusions regarding continued work on the project.
HB -167- Item 6. - 41
EXHIBIT C
Submit the CPR Report along with any other Task Products that correspond to the
technical task for which the CPR meeting is required (i.e., if a CPR meeting is required
for Task 2, submit the Task 2 products along with the CPR Report).
Attend the CPR meeting.
Present the CPR Report and any other required information at each CPR meeting.
The CAM shall:
• Determine the location, date, and time of each CPR meeting with the Recipient's input.
• Send the Recipient a CPR Agenda and a List of Expected CPR Participants in advance
of the CPR meeting. If applicable, the agenda will include a discussion of match funding
and permits.
• Conduct and make a record of each CPR meeting. Provide the Recipient with a
Schedule for Providing a Progress Determination on continuation of the project.
• Determine whether to continue the project, and if so whether modifications are needed
to the tasks, schedule, products, or budget for the remainder of the Agreement. If the
CAM concludes that satisfactory progress is not being made, this conclusion will be
referred to the Deputy Director of the Energy Research and Development Division.
• Provide the Recipient with a Progress Determination on continuation of the project, in
accordance with the schedule. The Progress Determination may include a requirement
that the Recipient revise one or more products.
Recipient Products:
• CPR Report(s)
• Task Products (draft and/or final as specified in the task)
CAM Products:
• CPR Agenda
• List of Expected CPR Participants
• Schedule for Providing a Progress Determination
• Progress Determination
Subtask 1.4 Final Meeting
The goal of this subtask is to complete the closeout of this Agreement.
The Recipient shall:
• Meet with Energy Commission staff to present project findings, conclusions, and
recommendations. The final meeting must be completed during the closeout of this
Agreement. This meeting will be attended by the Recipient and CAM, at a minimum. The
meeting may occur in person or by electronic conferencing (e.g., WebEx), with approval
of the CAM.
The technical and administrative aspects of Agreement closeout will be discussed at the
meeting, which may be divided into two separate meetings at the CAM's discretion.
o The technical portion of the meeting will involve the presentation of findings,
conclusions, and recommended next steps (if any) for the Agreement. The CAM will
determine the appropriate meeting participants.
o The administrative portion of the meeting will involve a discussion with the CAM and
the CAO of the following Agreement closeout items:
- Disposition of any state-owned equipment.
Item 6. - 42 1iB _16g_
EXHIBIT C
- Need to file a Uniform Commercial Code Financing Statement (Form UCC-1)
regarding the Energy Commission's interest in patented technology.
- The Energy Commission's request for specific "generated" data (not already
provided in Agreement products).
- Need to document the Recipient's disclosure of "subject inventions"
developed under the Agreement.
- "Surviving" Agreement provisions such as repayment provisions and
confidential products.
- Final invoicing and release of retention.
• Prepare a Final Meeting Agreement Summary that documents any agreement made
between the Recipient and Commission staff during the meeting.
• Prepare a Schedule for Completing Agreement Closeout Activities.
• Provide All Draft and Final Written Products on a CD-ROM or USB memory stick,
organized by the tasks in the Agreement.
Products:
• Final Meeting Agreement Summary (if applicable)
• Schedule for Completing Agreement Closeout Activities
• All Draft and Final Written Products
FIB - 169- Item 6. - 43
EXHIBIT C
REPORTS AND INVOICES
Subtask 1.5 Progress Reports and Invoices
The goals of this subtask are to: (1) periodically verify that satisfactory and continued progress
is made towards achieving the project objectives of this Agreement; and (2) ensure that invoices
contain all required information and are submitted in the appropriate format.
The Recipient shall:
• Submit a monthly Progress Report to the CAM. Each progress report must:
o Summarize progress made on all Agreement activities as specified in the scope of
work for the preceding month, including accomplishments, problems, milestones,
products, schedule, fiscal status, and an assessment of the ability to complete the
Agreement within the current budget and any anticipated cost overruns. See the
Progress Report Format Attachment for the recommended specifications.
• Submit a monthly or quarterly Invoice that follows the instructions in the "Payment of
Funds" section of the terms and conditions, including a financial report on Match Fund and
in -state expenditures.
Products:
• Progress Reports
• Invoices
Subtask 1.6 Final Report
The goal of this subtask is to prepare a comprehensive Final Report that describes the original
purpose, approach, results, and conclusions of the work performed under this Agreement. The
CAM will review and approve the Final Report, which will be due at least two months before the
Agreement end date. When creating the Final Report Outline and the Final Report, the Recipient
must use a Style Manual provided by the CAM.
Subtask 1.6.1 Final Report Outline
The Recipient shall:
• Prepare a Final Report Outline in accordance with the Style Manual provided by the
CAM. (See Task 1.1 for requirements for draft and final products.)
Recipient Products:
• Final Report Outline (draft and final)
CAM Product:
• Style Manual
• Comments on Draft Final Report Outline
• Approval of Final Report Outline
Item 6. - 44 HB -170-
EXHIBIT C
Subtask 1.6.2 Final Report
The Recipient shall:
• Prepare a Final Report for this Agreement in accordance with the approved Final Report
Outline, Style Manual, and Final Report Template provided by the CAM with the
following considerations:
o Ensure that the report includes the following items, in the following order:
- Cover page (required)
- Credits page on the reverse side of cover with legal disclaimer (required)
- Acknowledgements page (optional)
- Preface (required)
- Abstract, keywords, and citation page (required)
- Table of Contents (required, followed by List of Figures and List of
Tables, if needed)
- Executive summary (required)
- Body of the report (required)
- References (if applicable)
- Glossary/Acronyms (If more than 10 acronyms or abbreviations are used,
it is required.)
- Bibliography (if applicable)
- Appendices (if applicable) (Create a separate volume if very large.)
- Attachments (if applicable)
o Ensure that the document is written in the third person.
o Ensure that the Executive Summary is understandable to the lay public.
- Briefly summarize the completed work. Succinctly describe the project
results and whether or not the project goals were accomplished.
- Identify which specific ratepayers can benefit from the project results
and how they can achieve the benefits.
- If it's necessary to use a technical term in the Executive Summary,
provide a brief definition or explanation when the technical term is first
used.
o Follow the Style Guide format requirements for headings, figures/tables, citations,
and acronyms/abbreviations.
o Ensure that the document omits subjective comments and opinions. However,
recommendations in the conclusion of the report are allowed.
o Include a brief description of the project results in the Abstract.
• Submit a draft of the report to the CAM for review and comment. The CAM will provide
written comments to the Recipient on the draft product within 15 days of receipt.
• Consider incorporating all CAM comments into the Final Report. If the Recipient
disagrees with any comment, provide a written response explaining why the comment
was not incorporated into the final product.
• Submit the revised Final Report and responses to comments within 10 days of notice by
the CAM, unless the CAM specifies a longer time period or approves a request for
additional time.
• Submit one bound copy of the Final Report to the CAM along with Written Responses to
Comments on the Draft Final Report.
«B_ii1_ Item 6.-45
EXHIBIT C
Products:
• Final Report (draft and final)
• Written Responses to Comments on the Draft Final Report
CAM Product:
• Written Comments on the Draft Final Report
MATCH FUNDS, PERMITS, AND SUBCONTRACTS
Subtask 1.7 Match Funds
The goal of this subtask is to ensure that the Recipient obtains any match funds planned for this
Agreement and applies them to the Agreement during the Agreement term.
While the costs to obtain and document match funds are not reimbursable under this
Agreement, the Recipient may spend match funds for this task. The Recipient may only spend
match funds during the Agreement term, either concurrently or prior to the use of Energy
Commission funds. Match funds must be identified in writing, and the Recipient must obtain any
associated commitments before incurring any costs for which the Recipient will request
reimbursement.
The Recipient shall:
• Prepare a Match Funds Status Letter that documents the match funds committed to this
Agreement. If no match funds were part of the proposal that led to the Energy
Commission awarding this Agreement and none have been identified at the time this
Agreement starts, then state this in the letter.
If match funds were a part of the proposal that led to the Energy Commission awarding
this Agreement, then provide in the letter:
o A list of the match funds that identifies:
— The amount of cash match funds, their source(s) (including a contact name,
address, and telephone number), and the task(s) to which the match funds
will be applied.
— The amount of each in -kind contribution, a description of the contribution type
(e.g., property, services), the documented market or book value, the 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 Recipient must identify its
owner and provide a contact name, address, telephone number, and the
address where the property is located.
o A copy of a letter of commitment from an authorized representative of each source of
match funding that the funds or contributions have been secured.
• At the Kick-off meeting, discuss match funds and the impact on the project if they are
significantly reduced or not obtained as committed. If applicable, match funds will be
included as a line item in the progress reports and will be a topic at CPR meetings.
• Provide a Supplemental Match Funds Notification Letter to the CAM of receipt of
additional match funds.
• Provide a Match Funds Reduction Notification Letter to the CAM if existing match funds
are reduced during the course of the Agreement. Reduction of match funds may trigger
a CPR meeting.
Item 6. - 46 I]B -172-
EXHIBIT C
Products:
• Match Funds Status Letter
• Supplemental Match Funds Notification Letter (if applicable)
• Match Funds Reduction Notification Letter (if applicable)
Subtask 1.8 Permits
The goal of this subtask is to obtain all permits 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, with the exception of costs incurred by University of California recipients.
Permits must be identified and obtained before the Recipient may incur any costs related to the
use of the permit(s) for which the Recipient will request reimbursement.
The Recipient shall:
• Prepare a Permit Status Letter that documents the permits required to conduct this
Agreement. If no permits are required at the start of this Agreement, then state this in the
letter. If permits will be required during the course of the Agreement, provide in the letter:
o A list of the permits that identifies: (1) the type of permit; and (2) the name, address,
and telephone number of the permitting jurisdictions or lead agencies.
o The schedule the Recipient will follow in applying for and obtaining the permits.
The list of permits and the schedule for obtaining them will be discussed at the Kick-off
meeting (subtask 1.2), and a timetable for submitting the updated list, schedule, and
copies of the permits will be developed. The impact on the project 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 progress reports and will be a topic at CPR meetings.
If during the course of the Agreement additional permits become necessary, then
provide the CAM with an Updated List of Permits (including the appropriate information
on each permit) and an Updated Schedule for Acquiring Permits.
Send the CAM a Copy of Each Approved Permit.
If during the course of the Agreement permits are not obtained on time or are denied,
notify the CAM within 5 days. Either of these events may trigger a CPR meeting.
Products:
• Permit Status Letter
• Updated List of Permits (if applicable)
• Updated Schedule for Acquiring Permits (if applicable)
• Copy of each Approved Permit (if applicable)
Subtask 1.9 Subcontracts
The goals of this subtask are to: (1) procure subcontracts required to carry out the tasks under
this Agreement; and (2) ensure that the subcontracts are consistent with the terms and
conditions of this Agreement.
The Recipient shall:
• Manage and coordinate subcontractor activities in accordance with the requirements of
this Agreement.
• Incorporate this Agreement by reference into each subcontract.
H B -173- Item 6. - 47
EXHIBIT C
• Include any required Energy Commission flow -down provisions in each subcontract, in
addition to a statement that the terms of this Agreement will prevail if they conflict with
the subcontract terms.
• If required by the CAM, submit a draft of each Subcontract required to conduct the work
under this Agreement.
• Submit a final copy of the executed subcontract.
• Notify and receive written approval from the CAM prior to adding any new
subcontractors (see the discussion of subcontractor additions in the terms and
conditions).
Products:
• Subcontracts (draft if required by the CAM)
TECHNICAL ADVISORY COMMITTEE
Subtask 1.10 Technical Advisory Committee (TAC)
The goal of this subtask is to create an advisory committee for this Agreement. The TAC should
be composed of diverse professionals. The composition will vary depending on interest,
availability, and need. TAC members will serve at the CAM's discretion. The purpose of the TAC
is to:
• Provide guidance in project direction. The guidance may include scope and
methodologies, timing, and coordination with other projects. The guidance may be based
on:
o Technical area expertise;
o Knowledge of market applications; or
o Linkages between the agreement work and other past, present, or future projects
(both public and private sectors) that TAC members are aware of in a particular area.
• Review products and provide recommendations for needed product adjustments,
refinements, or enhancements.
• Evaluate the tangible benefits of the project to the state of California, and provide
recommendations as needed to enhance the benefits.
• Provide recommendations regarding information dissemination, market pathways, or
commercialization strategies relevant to the project products.
The TAC may be composed of qualified professionals spanning the following types of
disciplines:
• Researchers knowledgeable about the project subject matter;
• Members of trades that will apply the results of the project (e.g., designers, engineers,
architects, contractors, and trade representatives);
• Public interest market transformation implementers;
• Product developers relevant to the project;
• U.S. Department of Energy research managers, or experts from other federal or state
agencies relevant to the project;
• Public interest environmental groups;
• Utility representatives;
• Air district staff; and
• Members of relevant technical society committees.
Item 6. - 48 H B -1 74-
EXHIBIT C
The Recipient shall:
• Prepare a List of Potential TAC Members that includes the names, companies, physical
and electronic addresses, and phone numbers of potential members. The list will be
discussed at the Kick-off meeting, and a schedule for recruiting members and holding
the first TAC meeting will be developed.
• Recruit TAC members. Ensure that each individual understands member obligations and
the TAC meeting schedule developed in subtask 1.11.
• Prepare a List of TAC Members once all TAC members have committed to serving on
the TAC.
• Submit Documentation of TAC Member Commitment (such as Letters of Acceptance)
from each TAC member.
Products:
• List of Potential TAC Members
• List of TAC Members
• Documentation of TAC Member Commitment
Subtask 1.11 TAC Meetings
The goal of this subtask is for the TAC to provide strategic guidance for the project by
participating in regular meetings, which may be held via teleconference.
The Recipient shall:
• Discuss the TAC meeting schedule with the CAM at the Kick-off meeting. Determine the
number and location of meetings (in -person and via teleconference) in consultation with
the CAM.
• Prepare a TAC Meeting Schedule that will be presented to the TAC members during
recruiting. Revise the schedule after the first TAC meeting to incorporate meeting
comments.
• Prepare a TAC Meeting Agenda and TAC Meeting Back-up Materials for each TAC
meeting.
• Organize and lead TAC meetings in accordance with the TAC Meeting Schedule.
Changes to the schedule must be pre -approved in writing by the CAM.
• Prepare TAC Meeting Summaries that include any recommended resolutions of major
TAC issues.
Products:
• TAC Meeting Schedule (draft and final)
• TAC Meeting Agendas (draft and final)
• TAC Meeting Back-up Materials
• TAC Meeting Summaries
HB -175- Item 6. - 49
EXHIBIT C
IV. TECHNICAL TASKS
Products that require a draft version are indicated by marking "(draft and final)" after the
product name in the "Products" section of the task/subtask. If "(draft and final)" does not appear
after the product name, only a final version of the product is required. Subtask 1.1 (Products)
describes the procedure for submitting products to the CAM.
TASK 2 DEVELOP AEC DESIGN AND PLANNING TOOL
The goal of this task is to develop an AEC Design and Planning Tool.
The Recipient shall:
• Conduct site investigations throughout the Oak View community to explore opportunities
for multiple energy efficiency, control and generation technologies, analyze site
constraints, opportunities and needs, meet and interview stakeholders.
• Identify key building- and community -scale energy systems and strategies that could be
employed in the AEC. Potential examples include:
o Advanced HVAC strategies and controls.
o Advanced lighting and controls.
o Zero energy buildings.
o Recovering waste heat from commercial and industrial buildings for use in residential
heating.
o Waste -to -energy district thermal systems.
o Rooftop/community solar.
• Develop various Building Energy Simulation Tools based on the possible building- and
community -scale energy systems and strategies identified earlier in this task and submit
to CAM for approval.
• Develop the AEC Design and Planning Tool that will provide insights and
recommendations on various integration and deployment options for the community.
o Establish a baseline case from inputs including basic information on the community.
o Include potential clean energy technology and integration strategy options.
• Develop a draft System Integration Report which will include: results from the work
performed earlier in this task, concepts for integration of the technologies, results from
building and built environment simulations, and an overall draft design of the integrated
suite of advanced energy technologies suggested for the community.
• Submit the draft System Integration Report to key stakeholders, and CAM for review and
feedback.
• Revise the draft report based on feedback from key stakeholders, and CAM and submit
a final System Integration Report to the CAM for approval.
Products:
Building Energy Simulation Tools
AEC Design and Planning Tool
System Integration Report (draft and final)
TASK 3 DEVELOP SMART COMMUNITY MICROGRID ENERGY MANAGEMENT MODEL
The goal of this task is to simulate and evaluate the impact and performance characteristics of
the suite of clean energy technologies and systems that will be implemented in the AEC.
The Recipient shall:
Item 6. - 50 HB -176-
EXHIBIT C
Develop the Smart Community Microgrid Energy Management Model that will simulate
and evaluate the impact and performance characteristics of the set of clean energy
technologies that will be implemented in the AEC. The model will also evaluate multiple
energy and resources dispatch control approaches and support the development of
optimized control strategies in the AEC.
Using the model developed earlier in the task, conduct building energy modeling and
utilities analysis to:
o Support overall energy needs analysis (current and future)
o Perform risk/sensitivity analysis for load growth and fluctuations (e.g., weather,
building usage changes, technology adoption, etc.)
o Perform energy efficiency measure optimization, analyzing multiple energy efficiency
strategies in concert with production and storage solutions for microgrid optimization
from a control and first cost basis.
o Perform demand management analysis, in concert with the energy efficiency
analysis, to support effective active control of the microgrid with usage, production,
and storage constraints on multiple time scales.
Develop and submit to the key stakeholders, TAC, and CAM, a draft Model Development
Report, including:
o Discussion of the different modeling and analyses performed earlier in the task, and
results from this work.
o Recommended set of clean energy technologies.
o Summary of control and management strategies investigated.
o Optimized control and management strategies being recommended for the AEC.
Prepare a Summary of the Draft Model Development Report presentation slide deck to
present to the TAC, key stakeholders, and CAM at a TAC Meeting.
Revise the report to incorporate feedback from the stakeholders, TAC, and CAM, and
submit a final Model Development Report to the CAM for approval.
Products:
• Smart Community Microgrid Energy Management Model
• Model Development Report (draft and final)
• Summary of the Draft Model Development Report presentation slide deck
TASK 4 DEVELOP CASE STUDIES ON VARIOUS INTEGRATION DESIGNS
The goal of this task is to develop an optimized roadmap for the AEC, both technically and
financially. Case studies will be developed to evaluate various designs and integration
strategies for the AEC.
The Recipient shall:
• Develop AEC case studies with a combination of hypothetical energy efficiency
measures, supplemental local renewable energy sources, energy storage systems,
electric and gas utility systems, clean power generation system with combined heat and
power, and smart -grid technologies, based on the recommendations and results gained
in Task 3. The case studies will:
o Quantify the economic and environmental benefits and technical performance.
o Identify technical challenges encountered in each case.
o Document any prospective regulatory, administrative, planning and permitting issues
during the process.
1113 -177- Item 6. - 51
EXHIBIT C
• Develop a technology and infrastructure plan for the AEC case studies, including: (1)
microgrid controls platform, (2) communications infrastructure, (3) building controls
integration, and (4) measurement and verification and metering infrastructure.
• Draft an AEC Case Study Report, including, but not limited to:
o A description of each of the case studies performed earlier in this task.
o Delineation of the benefits and technical performance.
o Summary of any prospective technical, regulatory, or administrative challenges
encountered.
o Summary of the planning and permitting process for each case study.
o The technology and infrastructure plan for the AEC case studies.
• Submit the draft AEC Case Study Report to the TAC, key stakeholders, and the CAM for
review and comment.
• Revise the report based on stakeholder, TAC, and CAM feedback, and submit a final
AEC Case Study Report to the CAM for approval.
• Prepare a CPR Report in accordance with subtask 1.3 (CPR Meetings).
• Participate in a CPR meeting.
Products:
• AEC Case Study Report (draft and final)
• CPR Report
TASK 5 DEVELOP MASTER COMMUNITY DESIGN
The goal of this task is to develop a master community design for both the Oak View AEC, as
well as a more generic design to be used as a model for duplication in other communities.
The Recipient shall:
• Develop a draft Oak View AEC Master Community Design report for the community
based upon the findings from the case studies. The design shall include, but not be
limited to:
o Descriptions of the proposed location(s) for the development.
o Tentative maps, engineering designs of proposed buildings, streets, and community
spaces.
o Energy technologies to be deployed, any water conservation features and water
saving technologies.
o Potential interconnection sites and advanced energy infrastructure.
o Technology deployment and phasing, procurement, funding and operations
strategies.
o How these elements are combined in a systems approach.
• Submit a draft of the Oak View AEC Master Community Design report to the key
stakeholders, TAC, and CAM for review and comments.
• Prepare a Summary of the Draft Oak View AEC Master Community Design Report
presentation slide deck to present to the key stakeholders, TAC, and CAM at a TAC
Meeting.
• Revise the Oak View AEC Master Community Design report based on stakeholder, TAC,
and CAM feedback, and submit a final Oak View Master Community Design report to the
CAM for approval.
• Develop a generic Master Community Design report to serve as a model for other
communities.
Item 6. - 52 HB -178-
EXHIBIT C
Products:
• Oak View AEC Master Community Design report (draft and final)
• Summary of the Draft Oak View AEC Master Community Design presentation slide deck
• Master Community Design report
TASK 6 DEVELOP FINANCIAL AND BUSINESS MODELS
The goal of this task is to develop financial and business model(s) for the Master Community
Design that showcases innovative financing strategies that can help make the AEC more
financially attractive in comparison with other similar community developments without
advanced energy attributes. These models will explore the use of multiple low -interest financing
mechanisms that are available to the City, as well as clean energy funding, that the City may
garner from the air quality management district.
The Recipient shall:
• Develop financial and business model(s) for the City to consider for implementation of
the AEC based on the case studies developed in Task 4, and the master design
recommendations provided in Task 5. A combination of structures and finance sources
will be examined to appropriately capture the flow of risks and benefits to all
stakeholders in the community, including the utilities, local government, residents,
business owners, etc. Multiple financial elements that will be assessed shall include, but
not be limited to:
o Private and public debt financing.
o Equipment leases.
o Power Purchase Agreements.
o Property Assessed Clean Energy financing.
o On -bill repayment mechanisms.
o Insurance.
• Collaborate with key project stakeholders (including the City), as well as financial
institutions, to assess feasibility, risk, and total costs.
• Develop a draft AEC Financial and Business Model Report to include, but not be limited
to, a discussion on the models developed and results from earlier subtasks, as well as
recommendations.
• Submit the draft AEC Financial and Business Model Report to key stakeholders
(including the City), the TAC, and the CAM for review and feedback. Revise the draft
AEC Financial and Business Model Report based on feedback from the stakeholders,
TAC, and CAM, and submit a final report to the CAM.
• Upon feedback from the City as to which financial and business model they prefer,
prepare and submit to the CAM, an AEC Financial and Business Model.
Products:
• AEC Financial and Business Model Report (draft and final)
• AEC Financial and Business Model
TASK 7 DEVELOP OUTREACH STRATEGY
The goal of this task is to educate the building industry, government agencies, other
communities and other interested parties on the benefits of using an integrated set of advanced
energy technologies in an AEC to revitalize a community and produce educational benefits.
HB - i i9_ Item 6. - 53
EXHIBIT C
The Recipient shall:
• Develop outreach strategies that produce educational benefits to key stakeholders and
interested parties, on implementing an AEC.
• Develop an Outreach Strategy Report that provides a plan that is specific to providing
educational information about the benefits of an AEC for Huntington Beach and other
communities throughout the state, and provide to the CAM for approval.
• Implement the outreach and education in the community, according to the Outreach
Strategy Report.
• Summarize the activities conducted in earlier subtasks as part of the Outreach Strategy,
in an Outreach Activity Report and submit it to the CAM for approval.
Products:
• Outreach Strategy Report
• Outreach Activity Report
TASK 8 EVALUATION OF PROJECT BENEFITS
The goal of this task is to report the benefits resulting from this project.
The Recipient shall:
• Complete three Project Benefits Questionnaires that correspond to three main intervals
in the Agreement: (1) Kick-off Meeting Benefits Questionnaire; (2) Mid-term Benefits
Questionnaire; and (3) Final Meeting Benefits Questionnaire.
• Provide all key assumptions used to estimate projected benefits, including targeted
market sector (e.g., population and geographic location), projected market penetration,
baseline and projected energy use and cost, operating conditions, and emission
reduction calculations. Examples of information that may be requested in the
questionnaires include:
o For Product Development Proiects and Project Demonstrations:
— Published documents, including date, title, and periodical name.
— Estimated or actual energy and cost savings, and estimated statewide energy
savings once market potential has been realized. Identify all assumptions
used in the estimates.
— Greenhouse gas and criteria emissions reductions.
— Other non -energy benefits such as reliability, public safety, lower operational
cost, environmental improvement, indoor environmental quality, and societal
benefits.
— Data on potential job creation, market potential, economic development, and
increased state revenue as a result of the project.
— A discussion of project product downloads from websites, and publications in
technical journals.
— A comparison of project expectations and performance. Discuss whether the
goals and objectives of the Agreement have been met and what
improvements are needed, if any.
o Additional Information for Product Development Projects:
— Outcome of product development efforts, such copyrights and license
agreements.
Item 6. - 54 HB -180-
EXHIBIT C
— Units sold or projected to be sold in California and outside of California.
— Total annual sales or projected annual sales (in dollars) of products
developed under the Agreement.
— Investment dollars/follow-on private funding as a result of Energy
Commission funding.
— Patent numbers and applications, along with dates and brief descriptions.
o Additional Information for Product Demonstrations:
— Outcome of demonstrations and status of technology.
— Number of similar installations.
— Jobs created/retained as a result of the Agreement.
o For Information/Tools and Other Research Studies:
— Outcome of project.
— Published documents, including date, title, and periodical name.
— A discussion of policy development. State if the project has been cited in
government policy publications or technical journals, or has been used to
inform regulatory bodies.
— The number of website downloads.
— An estimate of how the project information has affected energy use and
cost, or have resulted in other non -energy benefits.
— An estimate of energy and non -energy benefits.
— Data on potential job creation, market potential, economic development,
and increased state revenue as a result of project.
— A discussion of project product downloads from websites, and publications
in technical journals.
— A comparison of project expectations and performance. Discuss whether
the goals and objectives of the Agreement have been met and what
improvements are needed, if any.
• Respond to CAM questions regarding responses to the questionnaires.
The Energy Commission may send the Recipient similar questionnaires after the Agreement
term ends. Responses to these questionnaires will be voluntary.
Products:
• Kick-off Meeting Benefits Questionnaire
• Mid-term Benefits Questionnaire
• Final Meeting Benefits Questionnaire
TASK 9 TECHNOLOGY/KNOWLEDGE TRANSFER ACTIVITIES
The goal of this task is to develop a plan to make the knowledge gained, experimental results,
and lessons learned available to the public and key decision makers.
The Recipient shall:
• Prepare an Initial Fact Sheet at start of the project that describes the project. Use the
format provided by the CAM.
HB -181- Item 6. - 55
EXHIBIT C
• Prepare a Final Project Fact Sheet at the project's conclusion that discusses results.
Use the format provided by the CAM.
• Prepare a Technology/Knowledge Transfer Plan that includes:
o An explanation of how the knowledge gained from the project will be made available
to the public, including the targeted market sector and potential outreach to end
users, utilities, regulatory agencies, and others.
o A description of the intended use(s) for and users of the project results.
o Published documents, including date, title, and periodical name.
o Copies of documents, fact sheets, journal articles, press releases, and other
documents prepared for public dissemination. These documents must include the
Legal Notice required in the terms and conditions. Indicate where and when the
documents were disseminated.
o A discussion of policy development. State if project has been or will be cited in
government policy publications, or used to inform regulatory bodies.
o The number of website downloads or public requests for project results.
o Additional areas as determined by the CAM.
• Conduct technology transfer activities in accordance with the Technology/Knowledge
Transfer Plan. These activities will be reported in the Progress Reports.
• When directed by the CAM, develop Presentation Materials for an Energy Commission -
sponsored conference/workshop(s) on the project.
• When directed by the CAM, participate in annual EPIC symposium(s) sponsored by the
California Energy Commission.
• Provide at least (6) six High Quality Digital Photographs (minimum resolution of
1300x500 pixels in landscape ratio) of pre and post technology installation at the project
sites or related project photographs.
• Prepare a Technology/Knowledge Transfer Report on technology transfer activities
conducted during the project.
Products:
• Initial Fact Sheet (draft and final)
• Final Project Fact Sheet (draft and final)
• Presentation Materials (draft and final)
• High Quality Digital Photographs
• Technology/Knowledge Transfer Plan (draft and final)
• Technology/Knowledge Transfer Report (draft and final)
V. PROJECT SCHEDULE
Please see the attached Excel spreadsheet.
Item 6. - 56 HB -182-
tANlblI L
Agreement Term: 06-15-2016 to 07-31-2018
Within this Scope of Work, "days" means working days. Changes to due dates must be approved in writing by the CAM, and may require
approval by the Energy Commission's Executive Director or his/her designee.
Task/
Task/Subtask Name
Meeting Name
Product(s)
Due Date
Subtask #
1
General Project Tasks
1.1
Products
1.2
Kick-off Meeting
Kick-off Meeting
10/10/2016
Updated Project Schedule (if
applicable)
7 days after determination of
the need to update the
documents
Updated List of Match Funds (if
applicable)
Updated List of Permits (if applicable)
CAM Product
Kick-off Meeting Agenda
7 days prior to the kick-off
meeting
1.3
CPR Meeting
CPR Meeting #1
10/25/2017
CPR Report
15 days prior to the CPR
Task Products
meeting
CAM Products
CPR Agenda
5 days prior to the CPR
List of Expected CPR Participants
meeting
Schedule for Providing a Progress
Determination
15 days after CPR meeting
Progress Determination
As indicated in the Schedule
for Providing a Progress
Determination
1.4
Final Meeting
Final Meeting
6/10/2018
Final Meeting Agreement Summary (if
applicable)
Schedule for Completing Agreement
7 days after the final meeting
Closeout Activities
All Draft and Final Written Products
1.5
Progress Reports and
Progress Reports
10 days after the first of each
Invoices
month
Invoices
10 days after the first of each
month or quarter
1.6.1
Final Report Outline
Draft Final Report Outline
1/31/2018
Final Report Outline
1 week following suggested
edits from CAM on Draft Final
Report Outline
CAM Product
Style Manual
At least 2 months prior to the
final report outline due date
Comments on Draft Final Report
10 days after receipt of the
Outline
Draft Final Report Outline
Approval of Final Report Outline
10 days after receipt of the
Final Report Outline
1.6.2
Final Report
Draft Final Report
3/30/2018
Final Report
5/31/2018
CAM Products
Comments on Draft Final Report
30 days after receipt of the
Outline
Draft Final Report
1.7
Match Funds
Match Funds Status Letter
2 days prior to the kick-off
meeting
Supplemental Match Funds Notification
10 days after receipt of
Letter(if applicable)
additional match funds
Match Funds Reduction Notification
10 days after any reduction of
Letter (if applicable)
match funds
HB - j g;_ Item 6. - 57
txhlltlI U
Task/
Subtask #
Task/Subtask Name
Meeting Name
Product(s)
Due Date
1.8
Permits
Permit Status Letter
2 days prior to the kick-off
meeting
Updated List of Permits (if applicable)
10 days after determination of
the need for a new permit
Updated Schedule for Acquiring
Permits if a licable
Copy of Each Approved Permit (if
applicable)
7 days after receipt of each
permit
1.9
Subcontracts
Draft Subcontracts (if required by the
CAM)
As determined by the CAM
Final Subcontracts
1.10
Technical Advisory
Committee (TAC)
List of Potential TAC Members
2 days prior to the kick-off
meeting
List of TAC Members
7 days after finalization of the
TAC
Documentation of TAC Member
Commitment
7 days after receipt of the
documentation
1.11
TAC Meetings
TAC Meeting #1
7/31/2017
TAC Meeting #2
1/25/2018
Draft TAC Meeting Schedule
20 days after the kickoff
meeting
Final TAC Meeting Schedule
10 days after the first TAC
meeting
Draft TAC Meeting Agendas
20 days prior to each TAC
meeting
TAC Meeting Back-up Materials
Final TAC Meeting Agenda
7 days prior to each TAC
meetin
TAC Meeting Summaries
10 days after each TAC
meeting
Technical Tasks
2
Develop AEC Design and
Planning Tool
Building Energy Simulation Tools
4/5/2017
AEC Design and Planning Tool
4/5/2017
Draft System Integration Report
5/5/2017
Final System Integration Report
6/5/2017
3
Develop Smart Community
Microgrid Energy
Management Model
Smart Community Microgrid Energy
Management Model
7/10/2017
Draft Model Development Report
7/10/2017
Final Model Development Report
8/31 /2017
Summary of the Draft Model Development
Report presentation slide deck
2 days prior to the 1 st TAC
Meeting
4
Develop Case Studies on
Various Integration Designs
CPR Meeting
Draft AEC Case Study Report
Final AEC Case Study Report
10110/2017
11 /30/2017
5
Develop Master Community
Design
Draft Oak View AEC Master Community
Design Report
1 /10/2018
Final Oak View AEC Master Community
Design Report
3/15/2018
Summary of the Draft Oak View AEC
Master Community Design presentation
slide deck
2 days prior to the 2nd TAC
Meeting
Master Community Design Report
3/30/2018
6
Develop Financial and
Business Models
Draft AEC Financial and Business
Model Report
3/15/2018
Final AEC Financial and Business
Model Report
4/30/2018
AEC Financial and Business Model
4/30/2018
7
Develop Outreach Strategy
Outreach Strategy Report
10/31 /2017
Outreach Activity Report
5/31/2018
Item 6. - 58 xB - 1 84-
txHIbII U
Task/ Task/Subtask Name Meeting Name Product(s) Due Date
Subtask #
of Project Benefits I lKick-off Meeting Benefits Questionnaire 1 10/31/2016
Mid-term Benefits Questionnaire 7/31/2017
Final Meeting Benefits Questionnaire 5/31/2018
KB _1 8;- Item 6. - 59
Task/
Task/Subtask Name
Meeting Name
Product(s)
Due Date
Subtask #
9
Technology/Knowledge
Draft Initial Fact Sheet
11/15/2016
Final Initial Fact Sheet
2 weeks after receipt of CAM
Transfer Activities
feedback on Draft Initial Fact
Sheet
Draft Final Project Fact Sheet
4/2/2018
Final Project Fact Sheet
5/31 /2018
Draft Presentation Materials
1 week before the scheduled
meeting or outreach event, as
directed by CAM
Final Presentation Materials
2 days before the scheduled
meeting or outreach event, as
directed by CAM
High Quality Digital Photographs
As directed by CAM
Draft Technology/Knowledge Transfer
9/1/2017
Plan
Final Technology/Knowledge Transfer
2 weeks after receipt of CAM
Plan
feedback on Draft
Technology/Knowledge
Transfer Plan
Draft Technology/Knowledge Transfer
4/30/2018
ort
l Technology/Knowledge Transfer
5/31/2018
Report
Item 6. - 60 HQ -186-
txrlIbI I U
Funds Spent in CA
The Regents of the University of California, Irvine
Funds Spent in CA
Total Energy
Percentage of
Commission
Amount of Funds to be Spent
Funds to be
Reimbursable
in California
Spent in
Share
California
$ 1,500,000.00
$ 1,234,274.00
82%
KB -187- Item 6. - 61
tAl-1 I b I I V
Category Budget
Name of Organization National Renewable Energy Laboratory
❑ Contractor/Recipient [2] Subcontractor
❑ Small Business ❑ Micro Business ❑ Disabled Veteran Business Enterprise
Cost Category
Energy
Commission
Reimbursable
Share
Match Share
Total
Direct Labor
$
123,060
$
104,005
$
227,065
Fringe Benefits
$
40,487
$
34,217
$
74,704
Total Labor
$
163,547
$
138,222
$
301,769
Travel
$
-
$
8,900
$
8,900
Equipment
$
-
$
-
$
-
Materials/Miscellaneous
$
-
$
-
$
-
Subcontractors
$
-
$
-
$
-
Total Other Direct Costs
$
-
$
8,900
$
8,900
Indirect Costs
$
186,453
$
52,878
$
239,331
Profit (not allowed for grant
recipients)
$
_
$
_
$
_
Total Indirect and Profit
$
186,453
$
52,878
$
239,331
Grand Totals
$
350,000
$
200,000
$
550,000
Amount of Funds Spent in CA
$
88,834
Percentage of Funds
Spent in CA
25%
Item 6. - 62 HB -188-
EXHIBIT C
EXHIBIT C
EPIC UC TERMS AND CONDITIONS
1. Grant Agreement
This grant agreement (Agreement) between the California Energy
Commission (Energy Commission, or Commission) and the Recipient is funded by
the Electric Program Investment Charge (EPIC), an electricity ratepayer surcharge
authorized by the California Public Utilities Commission (CPUC).
Project refers to the entire effort undertaken and planned by the Recipient,
including the work co -funded by the Commission. The project may coincide with or
extend beyond the Agreement period. Project tasks refer to the work elements of
the project. Typically, there are distinct projects tasks within the project being paid
for by the Commission under this Agreement.
This Agreement is comprised of the grant funding award, the Terms and
Conditions, and all attachments. These Terms and Conditions are standard
requirements for EPIC grant awards. The Energy Commission may impose special
conditions in this grant Agreement which address the unique circumstances of this
project. Special conditions that conflict with these standard provisions take
precedence. Any special conditions are attached to this Agreement.
All work and/or the expenditure of funds (Energy Commission -reimbursed and/or
match share) must occur within the approved term of this Agreement. The Energy
Commission cannot authorize any payments until all parties sign this Agreement.
The start term of this Agreement is either the specified start term or the date the
Energy Commission signs the Agreement, whichever is later. The Energy
Commission will only sign the Agreement after the Recipient signs it and it has
been approved at an Energy Commission Business Meeting.
2. Attachments and References
The following are attached and hereby expressly incorporated into this Agreement.
A. The funding solicitation for the project supported by this Agreement
B. The Recipient's proposal submitted in response to the solicitation, but in the
event of a conflict between the proposal and this Agreement, this Agreement
prevails
C. Confidentiality Exhibit (if applicable)
D. Intellectual Property Exhibit (if applicable)
E. Special Conditions (if applicable)
The federal regulations identified below are incorporated by reference as part of
this Agreement. These Terms and Conditions and any Special Conditions take
precedence over the regulations:
2 CFR Part 200 (See cost principles in Subpart E, Sections 200.400 et seq.
See procurement standards in Subpart D, Sections 200.317 et seq.)
HB -189- Item 6. - 63
EXHIBIT C
3. Applicable Laws
Recipient agrees to abide by all federal, state, and local laws and regulations
applicable to the project even if they are not stated in this Agreement.
Recipient also asserts that it follows the Information Practices Act ("IPA") as
codified at California Civil Code sections 1798 et seq. To the extent that Recipient
will collect or otherwise have access to Personal Information as defined in the
IPA in carrying out the Scope of Work of this Agreement, Recipient will follow the
requirements of the IPA. Subject to applicable IPA disclosure restrictions, other
applicable pre-existing use and disclosure restrictions identified in Attachment 1,
or any other provisions in this Agreement, including but not limited to
Confidentiality, Recipient may provide the Commission access to Personal
Information collected under this Agreement only for the purpose of verifying
aspects of the Recipient's analysis. The Commission takes no ownership
interest in or license to the Personal Information.
4. Due Diligence
The Recipient is required to take timely actions which, taken collectively, move this
project to completion. The Commission Agreement Manager will periodically
evaluate the schedule for completion of Scope of Work tasks. If the Commission
Agreement Manager determines (1) the Recipient is not being diligent in completing
the tasks in the Scope of Work or (2) the time remaining in the funding award is
insufficient to complete all project work tasks not later than the Agreement term
date, the Project Manager shall consult with the Recipient to determine whether the
tasks will be completed according to schedule. If completion cannot be completed
on schedule or by a mutually agreeable extension in time, the Energy Commission
may, without prejudice to any of its remedies, terminate this Agreement in
accordance with the Termination provisions stated in Section 12.
5. Products
Unless otherwise directed, draft copies of all Products identified in the Scope of
Work shall be submitted to the Energy Commission's Accounting Office at the
address below. The Accounting Office will forward Products to the Commission
Agreement Manager for review and comment. The Recipient will submit an original
and two copies of the final version of all Products to the Accounting Office.
California Energy Commission
Accounting Office
1516 Ninth Street, MS-2
Sacramento, CA 95814
6. Reports
A. Submission of Reports
All Reports will be submitted to the Accounting Office at the address listed in
Section 5 above. The Commission Agreement Manager (CAM) will provide
the reporting components, style, and formatting requirements to the Principal
Investigator.
Item 6. - 64 HB -190-
EXHIBIT C
B. Progress Reports
The Recipient shall prepare progress Reports on the schedule provided and
in the manner and form specified in the Scope of Work. The Recipient shall
prepare progress Reports, which summarize all grant activities conducted
by the Recipient for the reporting period, including an assessment of the
ability to complete the project within the current budget and any anticipated
cost overruns.
C. Final Reports
The Recipient shall prepare a final Report outline, draft final Report and final
Report on the schedule provided in the Scope of Work. The final Report
shall describe the original purpose, approach, results and conclusions of the
work done under this Agreement.
The Payment Request for the final payment (including any retention) may
only be submitted after the final Report is completed and the Commission
Agreement Manager has verified that all work has been completed in
accordance with the requirements of this Agreement.
D. Rights in Reports
The Energy Commission retains ownership and copyright rights in all
Reports produced and delivered pursuant to this Agreement, including the
right to grant others any or all copyright rights in such materials. The Energy
Commission grants Recipient a fully paid -up, royalty -free, nonexclusive,
nontransferable, nonsublicensable, irrevocable license to reproduce,
prepare derivative works, distribute copies, perform publicly, and display
publicly such Reports for educational and research purposes and to allow
other educational and nonprofit institutions to do so for educational and
research purposes.
E. Failure to Comply with Reporting Requirements
Failure to comply with the reporting requirements contained in this award will
be considered a material noncompliance with the terms of the award.
7. Legal Statement on Reports and Products
No Product or Report produced as a result of work funded by this program shall be
represented to be endorsed by the Energy Commission, and all such Products or
Reports shall include the following statement:
LEGAL NOTICE
HB -191- Item 6. - 65
EXHIBIT C
This document was prepared as a result of work sponsored by the
California 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 document; 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 of
the information in this report.
8. Amendments
A. Procedure for Requesting Changes
The Recipient must submit a written request to the Commission
Agreement Manager for any change to the Agreement. The request must
include:
A brief summary of the proposed change;
ii. A brief summary of the reason(s) for the change; and
iii. The revised section(s) of the Agreement, with changes made in
underline/ strikeout format.
B. Approval of Changes
Certain changes to the Agreement (e.g., changes that increase the
Agreement amount or substitute one Recipient for another) must be
approved at a Commission business meeting or by the Executive Director
(or his/her designee). Generally, changes that are not significant to the
Agreement may be documented in a Letter of Agreement signed by both
parties (electronic signatures are acceptable). See Attachment 2 for a
sample Letter of Agreement.
The Contract Agreement Manager or Contract Agreement Officer will
provide the Recipient with guidance regarding the level of Commission
approval required for a proposed change.
C. Personnel or Subcontractor Changes
All changes below require advance written approval by the Commission
Agreement Manager, in addition to the appropriate level of Commission
approval as described in subsection B.
Replacement of Key Personnel, Subcontractors, and Vendors
The Commission Agreement Manager must provide advance written
approval of the replacement of Key Personnel, Key Subcontractors,
and Key Vendors who are both identified in the Agreement and are
critical to the outcome of the project, such as the Project Manager.
ii. Assignment of New Personnel to an Existing Job Classification
Item 6. - 66 FIB - 1 92-
EXHIBIT C
If the Recipient or a subcontractor seeks to assign new personnel
who are critical to the outcome of the project to a job classification
identified in Exhibit B, the Recipient or subcontractor must submit the
individual's resume and proposed job classification and rate to the
Commission Agreement Manager for approval. The proposed rate
may not exceed the maximum rate identified for the job classification.
Neither the Recipient nor any subcontractor may use the job
classifications or rates of their subcontractors for personnel.
iii. Promotion of Existing Personnel to an Existing Job Classification
Recipient or subcontractor personnel that are identified in Exhibit B
may be assigned to a higher -paying job classification identified in
Exhibit B.
iv. Addition of Subcontractors
In order to add subcontractors to Exhibit B, the Commission
Agreement Manager must submit a "Subcontractor Addition" form to
the Commission Agreement Officer. The form identifies the new
subcontractor, bidding method used (competitive or non-competitive),
and the tasks the new subcontractor will perform.
V. Addition of Job Classifications
vi. Increased Rates that Exceed the Rates Identified in Exhibit B.
vii. Increased total costs above the total grant award amount. The
Commission will not be liable for expenses exceeding the total grant
award amount, unless an amendment has been approved.
9. Contracting and Procurement Procedures
This section provides general requirements for an agreement between the
Recipient and a third party ("subcontractor").
Subcontracting criteria are specified in the applicable federal regulations
incorporated by reference in this Agreement. The Energy Commission will defer to
the Recipient's own regulations and procedures as long as they reflect applicable
state and local laws and regulations and are not in conflict with the minimum
standards specified in this Agreement and any Code of Federal Regulations
incorporated by reference in this Agreement.
Upon request, the Recipient must submit to the Commission Agreement Manager a
copy of all solicitations for services or products required to carry out the terms of
this Agreement, copies of the proposals or bids received, and copies of
subcontracts executed.
The Recipient is responsible for handling all contractual and administrative issues
arising out of or related to any subcontracts it enters into under this Agreement.
All subcontracts except those with U.S. Department of Energy National
Laboratories must incorporate all of the following:
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EXHIBIT C
A. A clear and accurate description of the material, products, or services to be
procured as well as a detailed budget and timeline.
B. Provisions which allow for administrative, contractual, or legal remedies in
instances where subcontractors violate or breach contract terms, and
provide for such sanctions and penalties as may be appropriate.
C. Provisions for termination by the Recipient including termination procedures
and the basis for settlement.
D. Any additional requirements specified in the federal regulations incorporated
by reference in this Agreement.
E. Further assignments shall not be made to any third or subsequent tier
subcontractor without additional advance written consent of the Energy
Commission's Grants Officer.
All subcontracts except those with U.S. Department of Energy National
Laboratories must also incorporate language conforming to the following provisions
specified in this Agreement and contain the following provisions:
A. Standard of Performance
B. Nondiscrimination
C. Indemnification
D. Pre -Existing Intellectual Property, Independently Funded Intellectual
Property, and Pre-existing Data
E. Intellectual Property
F. Royalty Payments to the Energy Commission
G. Travel and Per Diem
H. Equipment
I. Recordkeeping, Cost Accounting, and Auditing
J. Access to Sites and Records
K. Legal Notice
L. Survival of the following sections:
i. Recordkeeping, Cost Accounting and Auditing
ii. Equipment
iii. Pre -Existing Intellectual Property, Independently Funded
Intellectual Property, and Pre-existing Data
iv. Intellectual Property
V. Royalty Payments to the Energy Commission
vi. Access to Sites and Records
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EXHIBIT C
Nothing contained in this Agreement or otherwise, shall create any contractual
relation between the Energy Commission and any subcontractors, and no
subcontract shall relieve the Recipient of its responsibilities and obligations
hereunder.
Recipient shall be responsible for establishing and maintaining contractual
agreements with and reimbursement of each subcontractor for work performed in
accordance with the terms of this Agreement.
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 years
after final payment under this Agreement.
Failure to comply with the above requirements may result in the termination of this
Agreement.
10. Permits and Clearances
The Recipient is responsible for ensuring all necessary permits and environmental
documents are prepared and clearances are obtained from the appropriate
agencies.
11. Equipment
Title to equipment acquired by the Recipient with grant funds shall vest in the
Recipient. The Recipient shall use the equipment in the project or program for
which it was acquired as long as needed, whether or not the project or program
continues to be supported by grant funds and shall not encumber the property
without Commission Agreement Manager approval.
Recipient should refer to the applicable federal regulations incorporated by
reference in this Agreement for additional equipment requirements.
12. Termination
A. Default
In the event of any default of this Agreement, the Commission may,
without prejudice to any of its other legal remedies, terminate this
Agreement upon five (5)-days written notice to UC.
B. For Cause
The Commission may, for cause, and at its option, terminate this
Agreement upon giving thirty (30)-days advance written notice to UC. In
such event, UC agrees to use all reasonable efforts to mitigate its
expenses and obligations.
The term "for cause" includes, but is not limited to, the following reasons:
Loss or redirection of State or Federal funding for this Agreement;
ii. Significant change in State or Commission policy such that the
work or Product being funded would not be supported by the
Commission;
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EXHIBIT C
iii. Change in Commission's staffing such that the work or Product
being funded can be done by staff of the Commission.
C. Allowable Costs
The federal regulations incorporated into this agreement shall be used to
determine allowable termination costs, but not in excess of the total
amount of the Agreement.
13. Travel and Per Diem
A. Recipient shall be reimbursed for travel and per diem for trips in accordance
with the Regents -approved rates for University of California (UC)
employees. Recipient shall provide a copy of the current Regents -approved
rates to the Energy Commission upon request. Travel expenses in excess of
Regents -approved rates cannot be reimbursed.
B. Those trips already identified in the Budget section are considered approved
when this Agreement goes into effect. Travel not listed in the Budget section
of this Agreement shall require prior written authorization from the
Commission Agreement Manager. When requesting such approval,
Recipient will identify who shall travel, the purpose of travel and the
destination.
C. Any Department of Energy (DOE) authorized travel shall be reimbursed on
the same basis as the DOE approved rates in effect during this Agreement.
D. UC must document travel expenses in its financial records as follows:
i. Expenses must be detailed using the current UC Regents / DOE -
approved rates.
ii. Expenses must be listed by trip, including dates and times of
departure and return.
iii. UC/DOE must retain receipts for travel expenses claimed for audit
and verification.
E. Travel not listed in the Budget section of this Agreement shall require prior
written authorization, via e-mail or other means, from the Commission
Agreement Manager.
14. Standard of Performance
A. Recipient, its subcontractors and their employees in the performance of
Recipient's work under this Agreement shall be responsible for exercising
the degree of skill and care required by customarily accepted good
professional practices and procedures used in scientific and engineering
research fields.
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EXHIBIT C
B. 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 Recipient
or its subcontractors is deemed by the Energy Commission to have failed
the foregoing standard of performance.
C. In the event that Recipient or its subcontractor fails to perform in
accordance with the foregoing standard of performance, the Commission
Agreement Manager and the Recipient Project Manager shall seek to
negotiate in good faith an equitable resolution satisfactory to both parties.
D. Nothing contained in this section is intended to limit any of the rights or
remedies which the Energy Commission may have under law.
15. Payment of Funds
A. Payment Requests
Unless indicated otherwise in Special Conditions, the Recipient may request
payment from the Energy Commission at any time during the term of this
Agreement, but no more frequently than monthly, although it is preferred that
payment requests be submitted with the progress reports.
Payments will generally be made on a reimbursement basis for Recipient's
expenditures, i.e., after the Recipient has paid for a service, product,
supplies, or other approved budget item. No reimbursement for food or
beverages shall be made other than allowable per diem charges.
Funds in this award have a limited period in which they must be
expended. All Recipient expenditures must occur within the approved term
of this Agreement.
B. Advance Payment
UC may make advance payments to UC campuses, Federal
Laboratories, California State Agencies, the California State
University and Community College systems, and Federal Agencies.
UC shall not provide advance payment without prior written approval
from both the Commission Agreement Manager and the Commission
Agreement Officer.
ii. UC can submit the first invoice for advance payment at any time.
Thereafter, Contractor shall submit all invoices for advance payment
on a quarterly basis.
iii. If the estimated period of performance exceeds ninety (90) days and
the estimated cost exceeds $25,000, the Commission shall advance
funds incrementally. In such a case, UC will initially invoice the
Commission in an amount sufficient to permit the work to proceed for
one hundred and eighty (180) days and thereafter invoice the
Commission to maintain approximately a ninety (90) day period that
is funded in advance.
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EXHIBIT C
iv. A reconciliation report, reflecting actual costs, shall be submitted
every quarter after the initial advance payment. This report is due
within 30 days after the end of each quarter. The reconciliation report
shall include detail as provided in the Payment Request Format
clause below.
V. Other than the initial advance payment, the Commission Agreement
Manager will approve advance payments provided that the
Commission Agreement Manager has received and accepted the
Reports, and any other required Products for the previous period.
vi. Upon completion or termination of this Agreement, Contractor shall
refund any excess funds to the Commission within sixty (60) calendar
days.
C. Payment Request Format
A request for payment shall consist of, but not be limited to, the following:
i. Agreement number, date prepared, and billing period.
ii. Operating expenses, including equipment, travel, miscellaneous,
and materials.
iii. A report of Match Funds expenditures (actual cash and in -kind
services).
iv. Fees (fringe, direct and indirect overheads, general and
administrative, profit, etc.). Identify actual and cumulative amounts
by budget category.
V. A report of the in -State expenditures associated with the request for
payment and the cumulative -to -date of in -State expenditures for the
project. This report can be listed on the request for payment or
appended to it as an attachment.
vi. A copy of the UC General Ledger for the request for payment
period.
The Energy Commission will accept computer -generated or electronically
transmitted invoices without backup documentation provided that the
Recipient sends a hardcopy the same day.
Recipient shall submit all invoices to the following address:
California Energy Commission
Accounting Office
EPIC Grant Program
1516 Ninth Street, MS-2
Sacramento, CA 95814
D. Release of Funds
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EXHIBIT C
Each invoice is subject to both Commission Agreement Manager and
Commission Grants Officer approval. The Commission Agreement Manager
will not process any payment request during the Agreement term if the
following conditions have not been met:
All required Products and Reports have been submitted and are in
accordance with the Standard of Performance Clause.
ii. All applicable special conditions have been met.
iii. All appropriate permits or permit waivers from governmental agencies
have been issued to the Recipient and copies have been received by
the Commission Agreement Manager.
Payments shall be made to the Recipient only for undisputed invoices. An
undisputed invoice is an invoice executed by the Recipient for project
expenditures, that meets all payment conditions of the Agreement, and for
which additional evidence is not required to make payment. The invoice may
be disputed if all Products due for the billing period have not been received
and approved, if the invoice is inaccurate, or if it does not comply with the
terms of this Agreement. If the invoice is disputed the Recipient will be
notified via a Dispute Notification Form within 15 working days of receipt of
the invoice. On any disputed invoice, the Commission shall withhold
payment only on that portion of the invoice that is disputed.
E. Indirect Costs
For any of the 10 University of California (UC) campuses and the UC Office
of the President, whether funds are received through a prime award or
through a subaward from another UC location, the maximum indirect cost
rate allowable under this Agreement is 25% of Modified Total Direct Cost
(MDTC).
F. Retention
No retention will be withheld under this Agreement.
G. State Controller's Office
Payments are made by the State Controller's Office.
16. Recordkeeping, Cost Accounting, and Auditing
A. Cost Accounting
Recipient agrees to keep separate, complete, and correct accounting of the
costs involved in completing the grant and match funded (if any) portion of
this project. The Energy Commission or its agent shall have the right to
examine Recipient's books of accounts at all reasonable times to the extent
and as is necessary to verify the accuracy of Recipient's reports.
B. Accounting Procedures
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EXHIBIT C
The Recipient's costs shall be determined on the basis of the Recipient's
accounting system procedures and practices employed as of the effective
date of this Agreement, provided that the Recipient shall use generally
accepted accounting principles and cost reimbursement practices. The
Recipient'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
Recipient'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
Allowable Costs
The costs for which the Recipient shall be reimbursed under this
Agreement include all costs, direct and indirect, incurred in the
performance of work that are identified in the grant Budget. 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) appropriate use
of the allocability of the item to the work, (iii) applicable federal cost
principles incorporated by reference in this Agreement, and (iv) the
terms and conditions of this Agreement.
ii. Unallowable Costs
The following is a description of some specific items of cost that are
unallowable; provided, however, that the fact that a particular item of
cost is not included shall not mean that it is allowable. Details
concerning the allowability of costs are available from the Energy
Commission's Accounting Office.
a. Profit or Fees, Contingency Costs, Imputed Costs, Fines and
Penalties, Losses, Excess Profit Taxes and increased rates
for this Agreement (if not otherwise approved by the Energy
Commission as described in Section 8 of this Agreement).
b. The Energy Commission will pay for state or local sales or
use taxes on expenditures. The State of California is exempt
from Federal excise taxes.
iii. Except as provided for in this Agreement, Recipient shall use the
federal regulations incorporated by reference in this Agreement
when determining allowable and unallowable costs. In the event of a
conflict, this Agreement takes precedence over the federal
regulations.
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EXHIBIT C
D. Audit Rights
Recipient 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 the Energy Commission,
may audit such accounting records at all reasonable times with prior notice
by the Energy Commission. The 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 the Energy Commission of the
Recipient's final invoice. However, performance of any such interim audits
by the Energy Commission does not preclude further audit.
Recipient 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
source documentation pertaining to the performance of this Agreement.
Recipient agrees to maintain such records for possible audit for a
minimum of three (3) years after final payment, unless a longer period of
record retention is stipulated. Recipient 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, Recipient agrees to include a similar right
of the state to audit records and interview staff in any subcontract related
to performance of this Agreement.
E. Refund to the Energy Commission
If the Energy Commission determines, that any invoiced and paid amounts
exceed the actual allowable incurred costs, Recipient shall repay such
amounts to the Energy Commission within thirty (30) days of request or as
otherwise agreed by the Energy Commission and Recipient. If the Energy
Commission does not receive such repayments, the Energy Commission
shall be entitled to withhold further payments under this Agreement to the
Recipient or seek repayment from the Recipient.
F. Match Funds
If the Budget includes a Match Funds requirement, the Recipient's
commitment of resources, as described in this Agreement, is a required
expenditure for receipt of Energy Commission funds. Grant funds will be
released only if the required percentages of Match Funds are expended.
The Recipient must maintain accounting records detailing the expenditure of
the Match Funds (actual cash and in -kind services) reported as Match
Funds expenditures on the Recipient's request for payment.
HB _201 - Item 6. - 75
EXHIBIT C
17. Indemnification
Recipient shall defend, indemnify and hold the State of California and its agencies
(including the Energy Commission and the California Public Utilities Commission),
their respective officers, employees and agents harmless from and against any and
all liability, loss, expense, attorneys' fees, or claims for injury or damages arising
out of the performance of this Agreement but only in proportion to and to the extent
such liability, loss expense, attorneys' fees or claims for injury or damages are
caused by or result from the negligent or intentional acts or omissions of Recipient,
its officers, agents or employees.
The Energy Commission shall defend, indemnify and hold Recipient, its officers,
employees and agents harmless from and against any and all liability, loss
expense, attorneys' fees or claims for injury or damages arising out of the
performance of this Agreement but only in proportion to and to the extent such
liability, loss, expense, attorneys' fees or claims for injury or damages are caused
by or result from the negligent or intentional acts or omissions of the State of
California, its officers, agents or employees.
18. Workers' Compensation Insurance
A. Recipient hereby warrants that it carries Worker's Compensation Insurance
for all of its employees who will be engaged in the performance of this
Agreement, and agrees to furnish to the Commission Agreement Manager
satisfactory evidence of this insurance at any time the Commission
Agreement Manager may request.
B. If Recipient is self -insured for worker's compensation, it hereby warrants
such self-insurance is permissible under the laws of the State of California
and agrees to furnish to the Commission Agreement Manager satisfactory
evidence of this insurance at any time the Commission Agreement Manager
may request.
19. Confidentiality
A. Identification of Confidential Information
For purposes of this Agreement, "Confidential Information" means
any data or information that is proprietary to the Disclosing Party,
allowed to be kept confidential under the California Public Records
Act (Government Code §6250 et seq.) or other applicable law, and
not publicly known at the time of disclosure to the receiving party.
The obligations contained in this clause shall not apply to any
confidential information which:
a. After disclosure becomes publicly known otherwise than through
a breach by the receiving arty, its officers, employees, agents or
contractors;
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EXHIBIT C
b. Can be shown by reasonable proof by the receiving party to
have reached its hands otherwise than by being communicated
by the other party including being known to it prior to disclosure,
or having been developed by or for it wholly independently of
the other party or having been obtained from a third party
without any restriction on disclosure on such third party of which
the recipient is aware, having made due enquiry;
c. Is required by law, regulation or order of a competent authority
(including any regulatory or governmental body or securities
exchange) to be disclosed by the receiving party, provided that,
where practicable, the disclosing party is given reasonable
advance notice of the intended disclosure and provided that the
relaxation of the obligations of confidentiality shall only last for
as long as necessary to comply with the relevant law, regulation
or order and shall apply solely for the purposes of such
compliance; or
d. Is approved for release, in writing, by an authorized
representative of the disclosing party.
ii. Attachment 1 to this Exhibit contains a description of the Products
and Reports which contain Confidential Information, per agreement
of the Recipient and the Energy Commission. The Energy
Commission will not disclose the Confidential Information, except as
provided in subsection B. The parties shall redact the Confidential
Information from these Products and Reports prior to any public
disclosure of the Products.
iii. If additional Confidential Information is developed or collected during
the course of this Agreement (beyond that described in Attachment
1), the Recipient will follow the procedures for a request for
designation of Confidential Information as specified in Title 20
California Code of Regulations (CCR) Section 2505.
The Energy Commission's Executive Director will make the
confidentiality determination. Following this determination, the
Confidential Information may be added to Attachment 1 through a
Letter of Agreement (see the "Amendments" section). The Energy
Commission will not disclose the Confidential Information subject to
an application for confidential designation except as provided in this
subsection.
iv. When submitting Products and Reports containing Confidential
Information, the Recipient will mark each page of any document
containing Confidential Information as "confidential", and present it in
a sealed package to the Contracts, Grants, and Loans Office.
HB -203- Item 6. - 77
EXHIBIT C
The Commission Agreement Manager may require the Recipient to
submit a non -confidential version of the Product or Report, if it is
feasible to separate the Confidential Information from the non -
confidential information. The Recipient is not required to submit such
Products in a sealed package.
B. Disclosure of Confidential Information
Disclosure of Confidential Information by the Energy Commission may
only be made pursuant to 20 CCR 2506, 2507, and 2508. All confidential
data, records, Products, or Reports that are legally disclosed by the
Recipient or any other entity become public records and are no longer
subject to the above confidentiality designation.
20. Pre -Existing Intellectual Property, Independently Funded Intellectual Property,
and Pre-existing Data
A. Ownership
The Energy Commission makes no ownership, license, or royalty claims to
Pre-existing Intellectual Property, Independently Funded Intellectual
Property, Pre-existing Data, Project -relevant Pre-existing Intellectual
Property, Project -relevant Independently Funded Intellectual Property, or
Project -relevant Pre-existing Data.
B. Project -relevant Pre -Existing Intellectual Property, and Project -relevant
Independently Funded Intellectual Property (collectively, "Project -relevant
Intellectual Property") and Project -relevant Pre-existing Data
i. Identification of Project -relevant Intellectual Property and Project -
relevant Pre-existing Data
a. All Project -relevant Pre-existing Intellectual Property of Key
Personnel that is owned or controlled by Recipient is listed in
Attachment 1 to this Exhibit. Within sixty (60) days of becoming
aware that additional Project -relevant Pre-existing Intellectual
Property of Key Personnel that is owned or controlled by
Recipient has been or will be used in the performance of this
Agreement, Recipient will notify the Energy Commission.
Attachment 1 may be amended by a Letter of Agreement (see
the "Amendments" section).
b. All Project -relevant Independently Funded Intellectual Property of
Key Personnel that is owned or controlled by Recipient and the
source of funding for such Intellectual Property is described in
Attachment 1 to this Exhibit. Within sixty (60) days of becoming
aware that additional Project -relevant Independently Funded
Intellectual Property of Key Personnel that is owned or controlled
by Recipient has been or will be used in the performance of this
Agreement, Recipient will notify the Energy Commission.
Attachment 1 may be amended by a Letter of Agreement (see
the "Amendments" section).
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EXHIBIT C
c. During the term of this Agreement, Recipient will use reasonable
efforts to notify the Energy Commission of any Project -relevant
Intellectual Property of Key Personnel that is owned or controlled
by Recipient that Recipient becomes actually aware of, with the
qualification that Recipient is not in a position to guarantee that all
potential Project -relevant Intellectual Property has been
identified.
d. If Recipient will be using Project -relevant Pre-existing Data of
Key Personnel that is owned or controlled by Recipient in the
performance of this Agreement that have restrictions on use,
such data and use restrictions will also be identified in
Attachment 1, which may be amended by a Letter of Agreement
(see the "Amendments" section).
Access to Project -Relevant Intellectual Property and Project -relevant
Pre-existing Data
The Energy Commission and California Public Utilities Commission
may access Project -relevant Intellectual property identified in
Attachment 1, and Project -relevant Pre-existing Data of Key
Personnel that is owned or controlled by Recipient, whether or not it
is identified in Attachment 1, but only to the extent that such access
is limited to that reasonably necessary to: (a) demonstrate the
validity of any premise, postulate, or conclusion referred to or
expressed in any Product or Report; or (b) establish a baseline for
repayment purposes. No express or implied licenses or other rights
are provided to the Energy Commission and CPUC under any
patents, patent applications, or other proprietary rights of the
Recipient.
Upon the Commission Agreement Manager's request, the Recipient
will provide the Commission Agreement Manager and any
reviewers designated by the Energy Commission or the CPUC with
access to review the Recipient's Project -relevant Intellectual
Property and Project -relevant Pre-existing Data. If such Project -
relevant Intellectual Property or Project -relevant Pre-existing Data
has been designated as Confidential Information as specified in
Section 19, the Energy Commission will only disclose it under the
circumstances specified in Title 20 CCR Sections 2506, 2507, and
2508.
H B -205- Item 6. - 79
EXHIBIT C
iii. Preservation of Project -Relevant Intellectual Property
The Recipient will preserve any of its Project -relevant Intellectual
Property at its own expense for at least five (5) years from the
Agreement's end date or until the timeframe in Recipient's retention
policy, whichever is longer. Notwithstanding the foregoing, Recipient
has the sole right but not the obligation to prosecute or maintain
patent protection for any of its Project -relevant Intellectual Property
at any time.
The Energy Commission and the CPUC will have reasonable access
to the Project -relevant Intellectual Property and Project -relevant Pre-
existing Data throughout the retention period for purposes specified
in this Section 20 of the Agreement.
C. All terms of this Section 20 above will be flowed down to Subcontractors,
including the access rights to Project -relevant Intellectual Property and
Project -relevant Pre-existing Data in part B.ii.
21. Intellectual Property
A. Ownership
Except as otherwise specified in this Agreement, the Recipient owns all
Intellectual Property created, conceived or reduced to practice, discovered,
made, developed, or altered by Recipient in the performance of this
Agreement.
B. Data Rights
i. Pre-existing Data that will be included as a deliverable under this
Agreement will be identified in Attachment 1. If the Commission
provides its own pre-existing data, the Commission shall mark all
such data, and Recipient and its subcontractors may only use it for
purposes of the Scope of Work of this Agreement, unless such data
is otherwise publicly available.
ii. At the Commission's expense for actual cost of duplication and
delivery, Recipient shall deliver additional Project Data that is
specifically requested by the Commission.
iii. The Commission and CPUC shall have the unrestricted right to use
the Deliverable Data and delivered Project Data, subject to
applicable pre-existing use and disclosure restrictions identified in
Attachment 1 and other provisions in this Agreement, including but
not limited to Confidentiality.
iv. The Recipient shall have the unrestricted right to use Project Data,
subject to applicable use and disclosure restrictions identified in
Attachment 1 and other provisions in this Agreement, including but
not limited to, Confidentiality.
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EXHIBIT C
C. Copyrights
All rights in Copyrightable Works other than Reports first created by
the Recipient are the property of the Recipient. Unless pre-existing
restrictions are listed under Attachment 1, the Recipient grants The
State of California, including the Commission, a fully paid -up, royalty -
free, non-exclusive, non -transferable, non-sublicensable, irrevocable
license to reproduce, prepare derivative works, distribute copies,
perform publicly, and display publicly Copyrightable Works specified
for delivery to the Commission in the Scope of Work, to fulfill the
State of California's governmental purposes, including the
Commission's statutory objectives.
ii. Notwithstanding C.i. directly above, when the purpose of the Scope
of Work is specifically to create a Copyrightable Work for use by the
Commission and that fact is indicated in the Scope of Work, then all
rights in such Copyrightable Work will be the property of the
Commission. The Commission grants to Recipient a fully paid -up,
royalty -free, non-exclusive, non -transferable, non-sublicensable,
irrevocable license to reproduce, prepare derivative works, distribute
copies, perform publicly, and display publicly such Copyrightable
Work for educational and research purposes and to allow other
educational and nonprofit institutions to do so for educational and
research purposes.
iii. Upon written request and subsequent amendment, the Commission
may request delivery of computer software that is not identified as a
Product, but was first created by the Recipient in the performance of
the Scope of Work. To the extent the Recipient is legally able to do
so, Recipient shall grant the State of California, including the
Commission, a fully paid -up, royalty -free, nonexclusive, non-
transferable, non-sublicensable, irrevocable license to reproduce,
prepare derivative works, distribute copies, perform publicly, and
display publicly such software to fulfill the State of California's
governmental purposes, including the Commission's statutory
objectives, subject to restrictions, if any, identified in Attachment 1.
iv. Copyrightable Works that may be patentable are also subject to the
Patent Rights clause, which will take precedence in case of a
conflict.
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EXHIBIT C
V. The Commission may direct Recipient to issue a no -cost, non-
exclusive, non-sublicensable, irrevocable, royalty -free, worldwide,
perpetual license to Copyrightable Works described in
subparagraphs i. and iii. above to Load -serving entities and/or the
third parties working with a Load -serving entity, for the Load -serving
entity's use in enhancing its service to EPIC ratepayers. This
license is for non-commercial purposes, meaning that it does not
allow Load -serving entities to sell, commercially offer or distribute
Copyrightable Works to others or in the marketplace. For example,
if the Recipient creates copyrightable software, the Commission can
give a Load -serving entity the right to use the software as part of its
operations of providing service to EPIC ratepayers, but the Load -
serving entity cannot sell or distribute the software.
D. Patent Rights
Subject to the requirements of law, all rights to any Subject
Inventions shall belong to the Recipient. The State of California,
including the Commission, shall have a no -cost, non-exclusive, non-
transferable, non-sublicensable, irrevocable, royalty -free, worldwide,
paid -up license to practice, or have practiced, such Subject Invention
for governmental purposes, including the Commission's statutory
objectives. A confirmatory license will be executed by the Recipient
to provide said license to any such Subject Invention, within ninety
(90) days after filing of patent application. Notwithstanding the
foregoing and except if the Commission exercises March -in Rights,
Recipient has the sole right but not the obligation to prosecute or
maintain patent protection for any Subject Invention at any time.
ii. The Commission may direct Recipient to issue a no -cost, non-
exclusive, non-sublicensable, irrevocable, royalty -free, worldwide,
paid -up license to Subject Inventions to Load -serving entities
and/or third parties working with a Load -serving entity, solely to
practice Subject Inventions for non-commercial purposes, so as to
enhance the Load -serving entities' service to EPIC ratepayers.
This license is for non-commercial purposes, meaning that it
does not allow Load -serving entities to sell, commercially offer or
distribute patentable works to others or in the marketplace. For
example, if the Recipient creates patentable software, the
Commission can give a Load -serving entity the right to use the
software as part of its operations of providing service to EPIC
ratepayers, but the Load -serving entity cannot sell or distribute the
software.
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iii. If any Subject Invention that is subject to the licenses above has
been designated as Confidential Information as specified in Section
19, all license holders will only disclose the Subject Invention under
the circumstances specified in Title 20 CCR Sections 2506, 2507,
and 2508. All license holders will ensure that their officers,
employees, and subcontractors who have access to the Subject
Invention are informed of and abide by the disclosure limitations in
Section 19.
iv. Copyrightable Works that may be patentable are also subject to the
Patent Rights clause, which will take precedence in case of a
conflict.
E. Energy Commission's Rights to Subject Inventions
March -in Rights
With respect to any Subject Invention in which Recipient has title and
to the extent permissible under Federal laws and regulations, the
Energy Commission shall have the right to require Recipient or
Recipient's Licensee to grant a nonexclusive, partially exclusive, or
exclusive license in any field of use to a responsible applicant, upon
terms that are reasonable under the circumstances, if the Energy
Commission determines that: a) the Recipient or Recipient's
Licensee has not taken, or is not expected to take within a
reasonable time, effective steps to achieve practical application of
the Invention; or b) action is necessary to alleviate health or safety
needs that are not reasonably satisfied by Recipient or Recipient's
Licensee. If the Recipient or Recipient's Licensee refuses such
request, the Commission may grant such a license itself. The
parties may refer to the Federal Government's procedures for
handling march -in rights.
ii. Notice of Patent
If any patent is issued for a Subject Invention, the Recipient will send
the Commission Agreement Manager and Commission Agreement
Officer written notice of the issuance within three (3) months of the
issuance date. The notice must include the patent title, issuance
number, and a general description of the Subject Invention.
iii. Legal Notice
The Recipient and all persons and/or entities obtaining an ownership
interest in Subject Inventions must include the following statement
within the specification of any United States patent application, and
any subsequently issued patent for the invention:
"This invention was made with State of California support under
California Energy Commission grant number XXX-XX-XXX. The
Energy Commission has certain rights to this invention."
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F. Access to and Preservation of Subject Inventions and Copyrightable Works
Access
Upon the Commission Agreement Manager's request, the Recipient
will provide the Commission Agreement Manager and any
individuals designated by the Commission or the CPUC with access
to the Recipient's Subject Inventions and to Copyrightable Works
which are subject to Sections 21.C.i and 21.C.iii., in order to
exercise the licenses described above, and to determine any royalty
payments due under the Agreement.
Preservation
The Recipient will preserve Subject Inventions and Copyrightable
Works which are subject to Sections 21.C.i and 21.C.iii, in order to
exercise the licenses described above, at its own expense for at
least ten (10) years from the Agreement's end date or until the
timeframe in Recipient's retention policy, whichever is longer.
Notwithstanding the foregoing, Recipient is not obliged under this
Agreement to obtain or maintain any intellectual property protection
for Subject Inventions. Recipient has the sole right but not the
obligation to file a patent application for a Subject Invention, but
Recipient will file and prosecute a patent application for any Subject
Invention which a Licensee has a license under Section 21.D.ii.,
upon written request by such Licensee and at Licensee's expense.
G. All terms of this Section 21 above will be flowed down to Subcontractors.
22. Royalty Payments to the Energy Commission
A. In consideration of the Commission providing funding to the UC, UC agrees
to pay the Commission a portion of either Net Revenues or Net Royalties
under the terms and conditions hereinafter set forth. If federal funds are
used in the conception or reduction to practice of a Subject Invention, such
Net Revenues or Net Royalties shall be used by the State of California in a
manner consistent with Title 35 United States Code (USC), Section 202,
subdivision (c)(7) to the extent this USC Section applies).
Net Royalties. The UC's obligation to make payments to the
Commission shall commence from the date that the Net Royalties
calculation is positive and extend until ten (10) years from the
Agreement's end date. Payments are payable in annual installments
and are due the first day of March for Net Royalties calculation made
for the UC's prior fiscal year. UC agrees to pay to Commission an
amount equivalent to 10% of the total cumulative Net Royalties, less
payments made by UC to Commission in previous years when Net
Royalties were positive. Payments shall be made by check and
made payable to the California Energy Commission, EPIC Fund.
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ii. Net Revenues. If the UC is the licensee, the UC's obligation to make
payments to the Commission shall commence upon the first sale of
the Licensed Product. Payments are payable in annual installments
and are due the first day of March for the prior fiscal year of the UC
and extend until ten (10) years from the Agreement's end date. UC
agrees to pay an amount equivalent to 1.5% of the Net Revenues by
check made payable to the California Energy Commission, EPIC
Fund.
B. If a Licensed Product was developed in part with Match Funds during the
Agreement term, the Net Royalty payments will be reduced in accordance
with the percentage of such development activities that were funded with
Match Funds. For example, if 20% of the development activities were
funded with Match Funds during the Agreement and total cumulative Net
Royalties equaled $100,000 in one year, the Recipient would owe the
Energy Commission $8,000 for the year ( 10% of $100,000 = $10,000;
80% of $10,000 = $8,000 (the 80% coming from 100% - 20% in match
funds)).
If the Energy Commission is providing funds to the Recipient under this
Agreement as a project match partner and Energy Commission funds are
used in part to develop a Licensed Product, the Net Royalty payments will
be reduced in accordance with the percentage of such development
activities that were funded with non -Energy Commission funds during the
Agreement term. For example, if 80% of the development activities were
funded with Recipient and/or third party funds during the Agreement and
Net Royalties totaled $100,000 in one year, the Recipient would owe the
Energy Commission $2,000 for the year (10% of $100,000 = $10,000;
20% of $10,000 = $2,000 (the 20% coming from 100% - 80% in match
funds)).
C. Unless the Recipient makes an early buyout, total Net Royalty or Net
Revenue payments will be limited to three (3) times the amount of funds
paid by the Energy Commission under the Agreement. The Recipient may
make an early buyout payment to the Energy Commission without a pre-
payment penalty, as an alternative to making annual royalty payments for
ten (10) years following the Agreement's end date. The payment must be
in a lump sum amount equal to one and a half (1.5) times the amount of
funds paid by the Energy Commission under the Agreement and made
within five (5) years of the Agreement's end date. The payment amount
due under the early buyout option will not be reduced by the percentage of
Match Funds as described above.
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D. UC agrees not to make any sale, license, lease, gift or other transfer of any
Project Data Subject Invention, Copyrightable Work or Licensed Product
with the intent of, or for the purpose of, depriving Commission of Net
Royalties or Net Revenues hereunder. Generally, this means that the UC
will not make any sale, license, lease or other transfer of Project Data,
Subject Invention, Copyrightable Work or Licensed Product for
consideration other than fair market value except for research, educational,
or other mutually agreed to purposes intended to serve the public benefit.
E. UC hall maintain separate accounts within their financial and other records
for purposes of tracking royalties and revenues due to the Commission
under this Agreement.
F. Audits on Payments to Commission. Payments to the Commission are
subject to the Audit clause.
G. Defaults. In the event of default hereunder, the Commission shall be free to
exercise all rights and remedies available to it herein, and under law and at
equity. UC's failure to pay when due, any amount due and payable under
the terms of this contract constitutes a default under this Agreement.
23. General Provisions
A. Governing Law
It is hereby understood and agreed that this Agreement shall be governed
by the laws of the State of California as to interpretation and performance.
B. Independent Capacity
The Recipient, and the agents and employees of the Recipient, in the
performance of this Agreement, shall act in an independent capacity and not
as officers or employees or agents of the State of California.
C. Assignment
Without the written consent of the Energy Commission in the form of a
formal written amendment, this Agreement is not assignable or transferable
by Recipient either in whole or in part.
D. Timeliness
Time is of the essence in this Agreement.
E. Unenforceable Provision
In the event that any provision of this Agreement is unenforceable or held to
be unenforceable, then the parties agree that all other provisions of this
Agreement have force and effect and shall not be affected thereby.
F. 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.
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G. Assurances
The Energy Commission reserves the right to seek further written
assurances from the Recipient and its team that the work of the project
under this Agreement will be performed consistent with the terms of the
Agreement.
H. Notification of Important Occurrences
Recipient shall promptly notify the Energy Commission of the occurrence
of any of the following:
i. A change of address.
ii. The existence of any litigation or other legal proceeding affecting
the project.
iii. The occurrence of any casualty or other loss to project personnel,
equipment or third parties.
iv. Receipt of notice of any claim or potential claim against Recipient
for patent, copyright, trademark, service mark and/or trade secret
infringement that could affect the Energy Commission's rights.
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.
J. Survival of Terms
It is understood and agreed that certain provisions shall survive the
completion or termination date of this Agreement for any reason. The
provisions include, but are not limited to:
i. "Payments of Funds"
ii. "Equipment"
iii. "Notification of Important Occurrences"
iv. "Termination"
V. "Record keeping, Cost Accounting, and Auditing"
vi. "Indemnification"
vii. "Pre -Existing Intellectual Property, Independently
Intellectual Property, and Pre-existing Data"
viii. "Intellectual Property"
ix. "Royalty Payments to the Energy Commission"
X. "Access to Sites and Records"
24. Certifications and Compliance
A. Federal, State & Local Laws
Funded
Recipient shall comply with all applicable federal, state and local laws, rules
and regulations.
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B. Nondiscrimination Statement of Compliance
During the performance of this Agreement, Recipient and its
subcontractors shall not unlawfully discriminate, harass or allow
harassment, against any employee or applicant for employment because
of sex, sexual orientation, race, color, ancestry, religious creed, national
origin, physical disability (including HIV and AIDS), mental disability,
medical condition (cancer), age (40), marital status, and denial of family
care leave. Recipient and its subcontractors shall insure that the
evaluation and treatment of their employees and applicants for
employment are free from such discrimination and harassment. Recipient
and its subcontractors shall comply with the provisions of the Fair
Employment and Housing Act (Government Code Sections 12990 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 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 of it as if set forth in full. Recipient and its
subcontractors shall give written notice of their obligations under this
section to labor organizations with which they have a collective bargaining
or other Agreement.
The Recipient shall include the nondiscrimination and compliance
provisions of this section in all subcontracts to perform work under this
Agreement.
C. Drug Free Workplace Certification
By signing this Agreement, the Recipient hereby certifies under penalty of
perjury under the laws of the State of California that the Recipient will
comply with the requirements of the Drug -Free Workplace Act of 1990
(Government Code Section 8350 et seq.) and will provide a drug -free
workplace by taking the following actions:
Publish a statement notifying employees that unlawful manufacture,
distribution, dispensation, possession, or use of a controlled
substance is prohibited and specifying actions to be taken against
employees for violations as required by Government Code Section
8355(a).
ii. Establish a Drug -Free Awareness Program as required by
Government Code Section 8355(b) to inform employees about all of
the following:
a. The dangers of drug abuse in the workplace;
b. The person's or organization's policy of maintaining a drug -free
workplace;
c. Any available counseling, rehabilitation, and employee assistance
programs; and
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EXHIBIT C
d. Penalties that may be imposed upon employees for drug abuse
violations.
iii. Provide, as required by Government Code Section 8355(c), that
every employee who works on the proposed project:
a. Will receive a copy of the company's drug -free policy statement;
b. Will agree to abide by the terms of the company's statement as a
condition of employment on the project.
Failure to comply with these requirements may result in suspension of
payments under the Agreement or termination of the Agreement or both,
and the Recipient may be ineligible for any future state awards if the Energy
Commission determines that any of the following has occurred: 1) the
Recipient has made false certification, or 2) violates the certification by
failing to carry out the requirements as noted above.
D. National Labor Relations Board Certification (Not applicable to public
entities)
Recipient, by signing this Agreement, does swear under penalty of perjury
that no more than one final unappealable finding of contempt of court by a
Federal Court has been issued against the Recipient within the immediately
preceding two year period because of the Recipient's failure to comply with
an order of a Federal Court which orders the Recipient to comply with an
order of the National Labor Relations Board.
E. Child Support Compliance Act (Applicable to California Employers)
For any agreement in excess of $100,000, the Recipient acknowledges that:
It recognizes the importance of child and family support obligations
and shall fully comply with all applicable state and federal laws
relating to child and family support enforcement, including, but not
limited to, disclosure of information and compliance with earnings
assignment orders, as provided in Chapter 8 (commencing with
section 5200) of Part 5 of Division 9 of the Family Code; and
ii. To the best of its knowledge is fully complying with the earnings
assignment orders of all employees and is providing the names of
all new employees to the New Hire Registry maintained by the
California Employment Development Department.
F. Air or Water Pollution Violation
Under the state laws, the Recipient shall not be:
In violation of any order or resolution not subject to review
promulgated by the State Air Resources Board or an air pollution
control district;
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EXHIBIT C
ii. Subject to cease and desist order not subject to review issued
pursuant to Section 13301 of the Water Code for violation of waste
discharge requirements or discharge prohibitions; or
iii. Finally determined to be in violation of provisions of federal law
relating to air or water pollution.
G. Americans with Disabilities Act
By signing this Agreement, Recipient assures the State that it complies with
the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. 12101, et
seq.), which prohibits discrimination on the basis of disability, as well as
applicable regulations and guidelines issued pursuant to the ADA.
H. Union Activity
By signing this Agreement, the Recipient hereby certifies that Recipient will
not use grant funds for any expenses to assist, promote, or deter union
organizing. Any Recipient that makes expenditures to assist, promote, or
deter union organizing shall maintain records sufficient to show that state
funds have not been used for those expenditures (Government Code
Section 16645.2).
Payment
Costs for this Agreement shall be computed in accordance with State
Administrative Manual Section 8752 and 8752.1.
25. Definitions
A. Agreement Period is the length of this Agreement between the Energy
Commission and the Recipient. The Recipient's Project may coincide with
or extend outside the Agreement Period.
B. Confidential Information any data or information that is proprietary to the
Disclosing Party, allowed to be kept confidential under the California Public
Records Act (Government Code §6250 et seq.) or other applicable law, and
not publicly known at the time of disclosure to the receiving party.
C. Copyrightable Work means any copyrighted work as defined under U.S.
copyright law to which the Recipient, a Subcontractor, or a Match Fund
Partner has acquired title that is first created in the performance of the
Scope of Work under this Agreement and is not a scholarly work.
D. Data means information, regardless of the form or medium including, but
not limited to drawings, lists, findings, computations, notes, diagrams, data
files, statistical records and other research data.
E. Pre-existing Data means Data possessed or owned by the Recipient or
by a third party (including Subcontractors) that exists prior to the
Agreement start date or developed during the Agreement without
Commission or Match Funds.
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F. Project -relevant Pre-existing Data means Pre-existing Data used by
Recipient or Subcontractors in the performance of the Scope of Work
conducted under this Agreement
G. Project Data means Data that is first produced in the performance of this
Agreement by Recipient, a Subcontractor or a Match Funds partner.
Project Data does not include a researcher's laboratory notebook, but may
include the Data contained therein.
H. Deliverable Data means Project Data that is identified in the Scope of
Work and required to be delivered to the Commission.
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. Key Personnel are employees of the Recipient who are both listed in the
Agreement and 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.
K. Independently Funded Intellectual Property means Intellectual Property
created, conceived, discovered, made, developed, altered, or reduced to
practice by the Recipient or a third party during or after the Agreement
term without Energy Commission or Match Funds, and any associated
proprietary rights to these items that are obtained without Energy
Commission or Match Funds, such as patent and copyright.
L. Intellectual Property means inventions, technologies, designs, drawings,
software, formulas, compositions, processes, techniques, works of
authorship, trademarks, service marks, logos, and any associated
proprietary rights to these items, such as patent and copyright, including
and any upgrades or revisions to these items.
M. Licensed Product means any product commercialized by a Licensee that
embodies or utilizes Project Data, a Subject Invention, or Copyrightable
Work.
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EXHIBIT C
N. Licensee means the organization (or its affiliates, joint venture or
sublicensee) that is granted commercial rights to Project Data, a Subject
Invention or Copyrightable Work to develop any of these into a commercial
product that is made available to the public in the marketplace or otherwise
sold.
O. Load -serving entity means a company or other organization that provides
electricity to EPIC ratepayers.
P. Match Funds means cash or in -kind (non -cash) contributions shown in the
approved budget, Exhibit B, and provided by Recipient, Subcontractors, or
other parties that will be used in performance of this Agreement.
Q. Match Fund Partner means an entity providing Match Funds that does not
receive any Commission funds.
R. Materials means the substances used in constructing a finished object,
commodity, device, article or product.
S. Net Revenues means the total of the gross invoice prices of Licensed
Product sold, less the sum of the following actual and customary deductions
where applicable: cash; quantity discounts; sales, use, tariff, import/export
duties or other excise taxes imposed upon particular sales; transportation
charges; and allowance or credits to customers because of rejections or
returns.
T. Net Royalties means gross licensing income, including royalties and fees,
received by UC from a Licensee as consideration for commercially licensing
any Subject Invention, Copyrightable Work, or Project Data, less the
following:
Legal or other direct expenses (that are not otherwise reimbursed
under an option or license agreement from a third party) of patenting,
protecting and preserving patent, copyright and related property
rights, maintaining patents and other such costs, taxes, or
reimbursements as may be necessary or required by law, except
patent infringement expenses;
ii. Inventor or author shares in accordance with UC's, patent or
copyright policy; and
iii. Direct expenses include operating expenses of UC which are
customarily reimbursed by royalty payments.
Net Royalties do not include any payments to joint holders nor research
funding accepted by Recipient or a Subcontractor in association with an
option or licensing agreement. Net Royalties shall be aggregated
cumulatively, over time for each disclosed Subject Invention, Copyrightable
Work, or Project Data.
U. Ownership means exclusive possession and control of all rights to
property, including the right to use and transfer property.
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EXHIBIT C
V. Subcontractor is the same as a Subrecipient and means an entity that is
performing research and has received Agreement funds via a subaward
arrangement appropriate for that entity from the prime UC location awarded
this grant Agreement. A Subcontractor may include not -for -profit and for -
profit organizations, Federal laboratories, or any part of the University of
California, such as a campus or the Lawrence Berkeley National
Laboratory. This definition does not include vendors providing goods and
services.
W. Key Subcontractor is a Subcontractor that is critical to the outcome of
the project. For example, the Subcontractor may have expertise in the
particular field or have experience that is not available from another
source. Replacing these entities may affect the outcome of the project.
X. Pre-existing Intellectual Property means Intellectual Property that the
Recipient or a third party owned or possessed prior to the effective date of
this Agreement and that have not been developed, altered, or reduced to
practice with Energy Commission or Match Funds, and any associated
proprietary rights to these items that are obtained without Energy
Commission or Match Funds, such as patent and copyright.
Y. Products means all tangible research products first made by Recipient,
Subcontractors, or Match Fund Partners in the performance of this
Agreement and specified for delivery to the Commission in the Scope of
Work, but not a Subject Invention nor a Copyrightable Work.
Z. Project refers to the entire effort undertaken and planned by the Recipient
under this Agreement and consisting of the work co -funded in whole or in
part by the Energy Commission.
AA. Project -relevant Pre-existing Intellectual Property means Pre-existing
Intellectual Property used by Recipient, Subcontractors, or Match Fund
Partners in the performance of the Scope of Work conducted under this
Agreement.
BB. Project -relevant Independently Funded Intellectual Property means
Independently Funded Intellectual Property used by Recipient,
Subcontractors, or Match Fund Partners in the performance of the Scope
of Work conducted under this Agreement.
CC. Report means all required reports specified for delivery to the Commission
in the Scope of Work.
DD. Sale means the act of selling, leasing or otherwise transferring, providing,
or furnishing for use for any consideration.
Sell means to make or cause to be made a Sale.
EE. Sold means to have made or caused to be made a Sale.
FF. Sales Price means the price at which Licensed Product is sold, excluding
sales tax.
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EXHIBIT C
GG. Subject Invention means any patentable invention or discovery that is
either:
Conceived and first actually reduced to practice (actually reduced
to practice or constructively reduced to practice by the filing of a
patent application) in the performance of the Scope of Work;
ii. Conceived in the performance of the Scope of Work and first
reduced to practice in the performance of the Scope of Work
conducted under this Agreement or within forty-two (42) months
after the completion of the Scope of Work;
iii. Conceived prior to the effective date of this Agreement or
conceived without Energy Commission funds and reduced to
practice in the performance of the Scope of Work, provided that
such conception is not encumbered by any obligations owed to a
third party other than the U.S. Government.
HH. 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.
II. 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.
JJ. UC is used to refer to the one legal entity of The Regents of the University
of California, or any subdivision or campus thereof.
KK. Vendor. A dealer, distributor, merchant or other seller providing goods or
services that are required for the performance of the Scope of
Work. Vendors are not considered Subcontractors and are subject to the
normal terms and conditions of the University's procurement process.
LL. Key Vendor is a Vendor that is critical to the outcome of the project. For
example, the Vendor may have expertise in the particular field or have
experience that is not available from another source. Replacing these
entities may affect the outcome of the project.
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EXHIBIT C
EXHIBIT C - ATTACHMENT 1
Confidential Products and Project -Relevant Pre -Existing and Independently
Funded Intellectual Property
1. Instructions
Identification of Confidential Information
Prior to the effective date of the Agreement, the Recipient must identify in Section 2
of this attachment any products (or information contained within products) that it
considers to be confidential. If the Energy Commission agrees that the information is
confidential, it will not disclose it except as provided in Section 19 (Confidentiality) of
these terms and conditions.
During the Agreement, if the Recipient develops additional information not originally
anticipated as confidential, it must follow the procedures for a request for designation of
confidential information specified in Title 20 California Code of Regulations (CCR) Section
2505.
The Energy Commission's Executive Director will make the confidentiality determination.
Following this determination, the confidential information may be added to this attachment
through a Letter of Agreement (see Section 6 (Amendments) and Attachment 2 (Sample
Letter of Agreement)). The Energy Commission will not disclose information subject to an
application for confidential designation except as provided in Section 19.
When submitting products containing confidential information, the Recipient must
mark each page of any document containing confidential information as "confidential" and
present it in a sealed package to the Contracts, Grants, and Loans Office.
The Commission Agreement Manager may require the Recipient to submit a non -
confidential version of the product, if it is feasible to separate the confidential information
from the non -confidential information.
Identification of Project -Relevant Independently Funded and Pre -Existing Intellectual Property
The Recipient must identify all project -relevant pre-existing intellectual property and
project -relevant independently funded intellectual property in Section 3 of this attachment
prior to the effective date of the Agreement, or within sixty (60) days of becoming aware
that the property has been or will be used to support a premise, postulate, or conclusion
referred to or expressed in any product under the Agreement. This attachment may be
amended by a Letter of Agreement (see Section 6 (Amendments) and Attachment 2
(Sample Letter of Agreement)).
o "Project -relevant pre-existing intellectual property" and "project -relevant
independently funded intellectual property" mean pre-existing and
independently funded intellectual property used to support a premise, postulate, or
conclusion referred to or expressed in any product under the Agreement.
o "Pre-existing intellectual property" means: (a) inventions, technologies,
designs, drawings, data, software, formulas, compositions, processes, techniques,
works of authorship, trademarks, service marks, and logos that the Recipient or a
third party owned or possessed prior to the effective date of this Agreement and
that have not been developed, altered, or reduced to practice with Energy
Commission or match funds; and (b) associated proprietary rights to these items
that are obtained without Energy Commission or match funds, such as patent and
HB _z2)1 - Item 6. - 95
EXHIBIT C
copyright
o "Independently funded intellectual property" means: (a) inventions,
technologies, designs, drawings, data, software, formulas, compositions,
processes, techniques, works of authorship, trademarks, service marks, and logos
that are created, conceived, discovered, made, developed, altered, or reduced to
practice by the Recipient or a third party during or after the Agreement term without
Energy Commission or match funds; and (b) associated proprietary rights to these
items that are obtained without Energy Commission or match funds, such as
patent and copyright.
"Works of authorship" does not include written products created for Agreement
reporting and management purposes, such as reports, summaries, lists, letters,
agendas, schedules, and invoices. The Commission owns such products
regardless of their funding source.
• Failure to identify project -relevant pre-existing or independently funded intellectual
property in this attachment may result in the property's designation as "intellectual
property" that is subject to licenses and royalties, as described in Sections 21 (Intellectual
Property) and 22 (Royalty Payments to the Commission).
Item 6. - 96 H B -222-
EXHIBIT C
2. Confidential Products and/or Confidential Information Contained within Products
The Energy Commission designates the following products (or information contained within
products) as confidential, in accordance with Title 20 California Code of Regulations Section
2505(c)(2)(B).
NONE
Product name
NA Not Applicable No Confidential Information included
Task/subtask number
Information to be kept
❑ Entire product
confidential
❑ Selected information within product (describe below; be as
specific as possible):
Legal basis for
❑ California Public Records Act, located in California
confidentiality designation
Government Code Sections 6250 et seq. (identify the
relevant section(s) and subsections(s) below):
❑ Other law (identify below, including the relevant section(s)
and subsections(s)):
Term of confidentiality
MM-DD-YY to MM-DD-YY
Trade secrets only
Answer the following questions if the product/information described above is considered a
trade secret (i.e., confidential business information that provides the business with a
competitive advantage):
1. What is the nature of the competitive advantage provided by the product/information?
2. How would the competitive advantage be lost by disclosure? (generally describe the
value of the product/information and the ease or difficulty with which it may be
legitimately acquired or duplicated by others).
HB -223- Item 6. - 97
EXHIBIT C
3. Project -Relevant Pre -Existing Intellectual Property and Project -Relevant Independently
Funded Intellectual Property
The Recipient has identified the following items as "project -relevant pre-existing intellectual
property" and/or "project -relevant independently funded intellectual property," as defined in
Sections 20 (Pre -Existing and Independently Funded Intellectual Property) and 25 (Definitions) of
these terms and conditions. The Commission makes no ownership, license, or royalty claims to
this property, and may only access it for the purposes described in Section 20.
NONE
Name/Title of Intellectual Property
NA (Not applicable)
Type of Intellectual Property
❑ Project -relevant pre-existing intellectual property
❑ Project -relevant independently funded intellectual
propert
❑ Invention ❑ Process
❑ Technology ❑ Technique
❑ Design ❑ Work of Authorship
❑ Drawing ❑ Trademark/ Service mark
❑ Data ❑ Logo
❑ Software
❑ Formula
Registered or Pending
❑ Copyright ❑ Patent ❑Trademark/ Service mark
Intellectual Property (i.e.,
Name of owner:
copyrights, patents, or
Number and date:
trademarks that are registered
or pending with the U.S.
For pending applications
Copyright Office or the U.S.
Name of applicant:
Patent and Trademark Office)
Application number and date:
Unregistered Intellectual
❑ Copyright ❑ Trademark/ Service mark
Property
❑ Trade Secret
Name of owner:
Description of how the property
will be or has been used to
support a premise, postulate, or
conclusion referred to or
expressed in any product under
the Agreement
Item 6. - 98 KB -224-
EXHIBIT C
RECIPIENT
The Regents of the University of California, Irvine
campus
AGREEMENT NUMBER
EPC-15-077
ADDRESS
AGREEMENTTERM
6/15/2016 to 7/31 /2018
University of California, Irvine
The effective date of this Agreement is either the start date or the approval
Office of Research Administration
date by the California Energy Commission, whichever is later. The
California Energy Commission shall be the last party to sign. No work is
5171 California, Suite 150
authorized, nor shall any work begin, until on or after the effective date.
PROJECT DESCRIPTION
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
Page(s): 21
Exhibit A — Attachments
Page(s): 2
Exhibit B — Budget
Page(s): 27
Exhibit B — Attachments
Page(s): 0
Exhibit C — General Terms and Conditions
Page(s): 33
Exhibit C — Attachments
Page(s): 4
Exhibit D - Contacts
Page(s): 1
$ 195009000
$ 810,998
$ 2,310,998
The undersigned parties have read the attachments to this agreement and will comply with the standards and requirements contained therein.
CALIFORNIA ENERGY COMMISSION
RECIPIENT
AUTHORIZED SIGNATURE
DATE
AUTHORIZED SIGNATURE
DATE
NAME
Rachel L. Grant Kiley
NAME
TITLE
Contracts, Grants and Loans Office Manager
TITLE
CALIFORNIA ENERGY COMMISSION ADDRESS
1516 9th Street, MS 1, Sacramento, CA 95814
1-1B _z-2,_ Item 6. - 99
EXHIBIT C
California Energy Commission
Recipient
Commission Agreement Manager:
Project Manager:
Rachel Salazar
Jacob Brouwer
California Energy Commission
University of California, Irvine
1516 Ninth Street, MS-51
Irvine, CA 92697-3550
Sacramento, CA 95814
Phone: (949) 824-7302 ext 11-221
Phone: (916) 445-5316
Fax: (949) 824-7423
Fax: (916) 327-1353
e-mail: jbrouwer@uci.edu
e-mail: Rachel.Salazar@energy.ca.gov
Commission Agreement Officer:
Administrator:
Brad Worster
Natalie Nodianos — Principal C&G Officer
California Energy Commission
University of California, Irvine
1516 Ninth Street, MS-18
Office of Research Administration
Sacramento, CA 95814
5171 California, Suite 150
Phone: (916) 654-4299
Irvine, CA 92697-7600
Fax: (916) 654-4423
Phone: (949) 824-8109
e-mail: Brad.Worster@energy.ca.gov
Fax: (949) 824-2094
e-mail: natalie.nodianos@uci.edu
Accounting Officer:
Accounting Officer:
Eyob Zeleke
Rebecca Tangen
California Energy Commission
UCI Contract & Grant Accounting
1516 Ninth Street, MS-2
1400 Biological Sciences III
Sacramento, CA 95814
Irvine, CA 92697-1050
Phone: (916) 654-4871
Phone: (949) 824-6828
Fax: (916) 653-1435
Fax: (949) 824-3895
e-mail: Eyob.Zeleke@energy.ca.gov
e-mail: rtangen@uci.edu
Legal Notices:
Legal Notices:
Tatyana Yakshina
Natalie Nodianos — Principal C&G Officer
Grants Manager
University of California, Irvine
1516 9th Street, MS-1
Office of Research Administration
Sacramento, CA 95814
5171 California, Suite 150
Phone: (916) 654-4204
Irvine, CA 92697-7600
Fax: (916) 654-4076
Phone: (949) 824-8109
e-mail: Tatyana.Yakshina(a-).energy.ca.gov
Fax: (949) 824-2094
e-mail: natalie.nodianos@uci.edu
Item 6. - 100 HB -226-
EXHIBIT C
Subaward No.:
Reporting Period:
Principal Investigator:
UNIVERSITY OF CALIFORNIA, IRVINE
OFFICE OF RESEARCH ADMINISTRATION
INVENTION STATEMENT
EXHIBIT D
Invention was was not conceived or first actually reduced to practice in the
performance of work during the subaward reporting period.
EQUIPMENT REPORT
Equipment was was not purchased during the subaward reporting period.
If equipment was purchased during the subaward period, please provide the following
information.
Description of the equipment item
Manufacturer, model number, and serial number
Cost charged to the subaward
Acquisition date
Signature of Principal Investigator Date
Signature of Authorizing Official Date
HB -227- Item 6. - 101
EXHIBIT C
EXHIBIT E
SUBCONTRACTOR'S RELEASE
Pursuant to the terms of Subcontract Number under prime Grant/Contract
Number for the period through and
in consideration of the sum of which has been paid under Subcontract to
(hereinafter called the Subcontractor) or to its
assignees, if any, the Subcontractor, upon payment of the said sum by THE REGENTS OF THE UNIVERSITY
OF CALIFORNIA, University of California, Irvine (hereinafter called University) does remise, release, and
discharge the University, its officers, agents, and employees, of and from all liabilities, obligations,
claims and demands whatsoever under or arising from the said subcontract.
IN WITNESS WHEREOF, this release has been executed this
20
Subcontractor
By
Title
Certificate (To be completed by an officer other than the one certifying above.)
certify that I am
(Name of official)
(Official Title)
of the
corporation named as subcontractor in the foregoing release, that
(Official certifying above)
who signed said release on behalf of the Subcontractor was then
(Official Title)
of said corporation; that said release was duly signed form and on behalf of said corporation by
authority of its governing body is within the scope of its corporate powers.
(Name and Title of Official Certifying this form)
day of
Item 6. - 102 «B -228-
EXHIBIT C
Date: I
Total Award Amourj"+-
Voucher Number: I
Subcontractor:
Remittance Address:
Subcontract No.
Contractor
Contractor's Fund Number
Period of Claim
Remittance Information:
Federal Tax I.D.
Accounts Receivable Contact
Telephone #
The Regents of the University of California
EXHIBIT F
SAMPLE INVOICE
Major Cost Elements Current Period Cumulative to Date
Salaries and Wages
Supplies and Expenses
Equipment/Facilities
Travel
Employee Benefits
Other
Total Cost
Previously Claimed
Current Claim
Certification: By signing this report, I certify to the best of my knowledge and belief that the report is true, complete, and
accurate, and that all expenditures, disbursements and cash receipts are for the puposes and objectives set forth in the terms
and condition of the award. I am aware that any false, ficticious, or fraudulent information, or the omission of any material fact,
may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code
Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).
Subrecipient Official Authorized Date
UCI Principal Investigator Signature of Approval Date
HB _229_ Item 6. - 103
ATTACHMENT #3
��r}}�
Oaz,- 1
Renewal Partnership
PO Box 3476 1 Huntington Beach, CA 192605 1 714-596-7063 1 www.oak-view.org
February 1, 2016
Professor Tack Brouwer, Associate Director
Advanced Power and Energy Program
University of California
Irvine, CA 92697-3550
RE: Letter vfsupport for University of California's response to California Energy Commission GFO-
15-312 entitled "Huntington Beach Advanced Euerg)) Community Blueprint: A scalable,
Replicable, and Cost -Effective Model for the Future "
Dear Professor Brouwer:
Oak View Renewal Partnership (OVRP) supports the City of Huntington Beach and the Advanced Power
Energy Program at the University of California, Irvine on the UCI-APEP proposed effort entitled
"Huntington Beach Advanced Energy Community Blueprint: A Scalable, Replicable, and Cost -Effective
Model for the Future." As a response to the California Energy Commission's Electric Program
Investment Charge (CEC EPIC) solicitation GFO-15-312, we support the submission of this proposal.
OVRP's mission seeks to empower the residents of the Oak View community in Huntington Beach while
serving as a model for community development. OVRP prides itself on being a strong, grassroots non-
profit organization whose place -based focus and 20-year history has positioned us to help identify and
address the roots of poverty within a one community.
We believe that this initiative will provide transformative opportunities to the residents of Oak View and
we look forward partnering with the City on this project.
Sincerely,
0
� IiCGcJ U �cjwa ;
Yesenia V. Ochoa
Executive Director
Oak View Renewal Partnership
Item 6. - 104 HB -2130-
STATE CAPITOL
P.O. BOX 942849
SACRAMENTO, CA 94249-0074
(916)319-2074
FAX (916) 319-2174
February 5, 2016
AT�zZt�arnt�zT, rgzstafurr
A
MATTHEW HARPER
ASSEMBL YMEMBER. SEVENTY-FOURTH DISTRICT
Mr. Robert B. Weisenmiller
California Energy Commission
1516 Ninth Street, MS-29
Sacramento, CA 95814-5512
Dear Mr. Weisenmiller,
DISTRICT OFFICE
1503 SOUTH COAST DRIVE, SUITE 205
COSTA MESA, CA 92626
(714) 668-2100
FAX (714) 668-2104
I am writing to you today to express my support for the City of Huntington Beach's grant
application for Phase I of the Electric Program Investment Charge (EPIC) Program. The City
of Huntington Beach has partnered with the University of California (UC) Irvine's Advanced
Power and Energy Program (APEP) to convert the disadvantaged Oak View community of
Huntington Beach into an Advanced Energy Community (AEC).
Revitalization of environmental justice areas is a high priority for the City, UC Irvine, and
the California Energy Commission (CEC). Through collaborative approaches with local
governments, developers, researchers, and utilities, Phase I of the EPIC Program
emphasizes the development of innovative planning, permitting, and financing approaches
to building replicable AECs. The proposed project will design and evaluate integrated sets
of advanced energy technologies and solutions at a pilot/community scale to validate its
benefits to California Investor -Owned -Utilities, ratepayers, and California Independent
System Operator in various case studies and designs.
I strongly support the City of Huntington Beach's joint project with UC Irvine to accelerate
the deployment of Advanced Energy Communities and ask you to consider their
application. Should you have any questions regarding this project, please do not hesitate to
contact my office at (714) 668-2100.
Sincerely,
Matthew Harper
Assemblymember, 74th District
1113 _2; I - Item 6. - 105
MICELLE STEEL
SUPERVISOR, SECOND DISTRICT
ORANGE COUNTY HALL OF ADMINISTRATION
333 W. SANTA ANA BLVD., P.O. BOX 687, SANTA ANA, CALIFORNIA 92702-0687
PHONE (714) 834-3220 FAX (714) 834-6109 michelle.steelCmocgov.com
February 15, 2016
Robert B. Weisenmiller
Chair, California Energy Commission
1516 Ninth Street, MS-29
Sacramento, CA 95814-5512
Dear Chairman Weisenmiller,
I am writing to express illy strong support for the City of Huntington Beach's grant application for Phase I of the Electric
Program Investment Charge (EPIC) Program. The City of Huntington Beach has partnered with University of California
(UC), Irvine's Advanced Power and Energy Program (APEP) to convert the disadvantaged Oak View Corn III Lill ity of
Huntington Beach into an Advanced Energy Community (AEC).
Revitalization of Environmental Justice areas is a high priority for the City, UC Irvine, and the California Energy
Commission (CEC). Through collaborative approaches with local governments, developers, researchers, and utilities, Phase
I of the EPIC Program emphasizes the development of innovative planning, permitting, and financing approaches to building
replicable AECs. The proposed project ",will design and evaluate integrated sets of advanced energy technologies and
solutions at a pilot/community scale to validate its benefits to California Investor -Owned -Utilities, ratepayers, and
California hidependent System Operator in various case studies and desi-is.
The proposed master- community design and the integration of the innovative energy technologies in this project will
advance development and establish technical and economic readiness for accelerating the deployment of AEC tiu-oughaut
the State. The desiai will be replicable to other communities throughout California with transferable knowledge and
technologies.
t strongly support the City of Huntington Beach's joint project with UC Irvine to accelerate the deployment oI' Advanced
Energy Communities and ask you to consider their application. Should you leave any questions regarding this project, please
do not hesitate to contact my office.
SillMichelle Steel
Orange County Supervisor, District 2
Cc: Commissioner Karen Douglas
Commissioner David Hochschild
Commissioner Andrew McAllister
Commissioner Janea Scott
Item 6. - 106 HB -232-
_�1,�, � �`!�;Uf�;;
January 29, 2016
Professor Jack Brouwer, Associate Director
Advanced Power and Energy Program
University of California
Irvine, CA 92697-3550
RE: Letter of supportfor University of California's response to California Energy Commission GFO-
15-312 entitled "Huntington Beach Advanced Energy Community Blueprint: A Scalable,
Replicable, and Cost -Effective Model for the Future"
Dear Professor Brouwer:
CIELO is pleased to support the initiatives of the City of Huntington Beach and the Advanced Power and
Energy Program at the University of California, Irvine on the UCI-APEP proposed effort entitled
"Huntington Beach Advanced Energy Community Blueprint: A Scalable, Replicable, and Cost -Effective
Model for the Future." We support the submission of this proposal in response to the California Energy
Commission's Electric Program Investment Charge (CEC EPIC) solicitation GFO-IS-312.
CIELO is focused on developing new businesses and jobs in the Huntington Beach community,
specifically the Oak View neighborhood. We believe this opportunity would be beneficial to the
residents of the Oak View community.
We look forward to supporting you and the city in this project.
Sincerely,
v�
John Hobson
CEO, CIELO
16787 Beach Blvd, Ste 233 • Huntington Beach, CA 92647 • (949) 891-2044 • www.cielocommunity.org
Tax ID #61-1495237
HB _23 3_ Item 6. - 107
Fikes, Cathy
From: Alex Turek <aturek@gridalternatives.org>
Sent: Monday, November 07, 2016 5:00 PM
To: CITY COUNCIL
Subject: Comment in Support of Huntington Beach CEC EPIC Grant
Attachments: CityofHB_CECGrantSupport_110716.pdf
To whom it may concern:
Attached you will find GRID Alternatives Greater Los Angeles' letter of support for the City of Huntington
Beach and the University of California - Irvine's CEC EPIC grant.
Please do not hesitate to reach out with any questions.
Thank you,
Alex
Alex Turek I Multifamily Development Manager
GRID Alternatives Greater Los Angeles
1338 S. Flower St. I Los Angeles, CA 90015
o: 310-579-9196 1 f: 310-388-0288
19.--
Website I Facebook I Twitter I Photo Gallery
Hi
November 7, 2016
To: Councilmember Dave Sullivan
Councilmember Barbara Delgleize
Councilmember Billy O'Connell
Councilmember Erik Peterson
Councilmember Jill Hardy
Councilmember Mike Posey
As the nation's largest non-profit solar installer, GRID Alternatives (GRID) understands how the lives of low- and
moderate -income families can be greatly improved through the installation of solar. Not only do these households
stand to benefit the most from the additional income of monthly utility bill savings, but their quality of life is also
improved through the creation of well -paid green career opportunities in a solar industry that has realized twenty
percent job growth for three consecutive years. To this end, GRID views each of its installations as a job training
opportunity. To date, over 7,600 solar systems and 27+ MW of solar capacity has been installed for low income
families. This has allowed us to provide over 28,800 job trainees with hands-on rooftop experience, linking many
of these job trainees to full time positions in the industry. We believe an equitable clean economy should include
the deployment of new technologies in the state's most economically and environmentally disadvantaged
communities; constructed and installed with a workforce reflective of its citizenry across all income levels.
For these reasons, GRID Alternatives Greater Los Angeles (GRID GLA) is emphatically in support of the City of
Huntington Beach's and the University of California — Irvine's (UCI) California Energy Commission (CEC) Electric
Program Investment Charge (EPIC) Advanced Energy Community Blueprint grant. The grant provides Huntington
Beach a unique opportunity to sere as a model for our state and showcase how best to achieve net zero energy
at the neighborhood level — a critical milestone for California's carbon -free future. In addition, not only does this
grant allow the city to be a testbed for technological innovation, it concurrently offers the opportunity to transform
one of its most economically disadvantaged neighborhoods in the Oak view community.
While Phase I of this grant enables researchers to understand the full scale of this opportunity, a potential Phase
II will leverage CEC funds to actually implement and achieve a net -zero Oak View community. Phase II also
brings with it a significant opportunity to train up a local community workforce of whom will be a primary catalyst
behind the community's transformation. GRID GLA, in conjunction with the City of Huntington Beach and UCI, has
already considered this opportunity, and have begun preliminary discussions with local trade schools and
community advocates to design a community workforce development program. The potential impact of this grant
opportunity is indeed immeasurable.
GRID GLA urges Huntington Beach City Council to provide its support for this innovative and transformative CEC
EPIC grant. The City has already proven to be a leader in clean energy and sustainability for Orange County and
with this continued research, can truly become a model for the rest of California and the world.
Sincerely,
Alex Turek
Multifamily Development Manager
GRID Alternatives Greater Los Angeles
Gtii7 A ,errai �-eGr:,.<ter _A i3:8 South rovve r Str2e�. 0 310.735.9762 L in oq a@
gn altert.itiies.ory
cos Angeles, CA 90015 F 310.388.0288 W gridla.org