Research Administration Office

University of California

Memo Operating Requirement

No. 83-29

September 14, 1983

Subject: Revised UC/EPRI Master Agreement

Enclosure 1 is a revised version of the UC/EPRI Master Agreement which was originally issued pursuant to Contract & Grant Memo 82-23 dated May 12, 1982. This revised agreement replaces the earlier version of the agreement. (Please note, however, that C& G Memo 82-83 remains i effect). The revision contains three minor changes that are more favorable to the University and which were initiated by EPRI in response to efforts by the Council on Governmental Relations (COGR) to improve EPRI's agreement terms with University contractors.

The following is a summary of the revisions:

ARTICLE 3, Costs and Payments:

EPRI is shifting from a calendar year funding commitment cycle to an academic year funding cycle (September i through August 31). This means that EPRI's funding-for all University work will be based on an academic year that begins September I and ends August 31. Annual commitments of funds for ongoing contracts are to be converted to the academic year cycle. Three funding cycle options have been provided for conversion, depending upon a contract's particular starting date.

ARTICLE 10, Property:

10.2(a) has been revised to allow the University to retain title to all tangible property with a unit cost of $25,000 or less (previously, title to all tangible property vested in EPRI). The requirement has also been added that the University. is to notify EPRI within 3 working days should any property loss occur.

10.2(b) has been added to the property provisions to give title to the University for all other tangible property acquired pursuant to subarticle 10.1. This was added to conform to the new $25,000 threshold amount in 10.2(a) by making it clear that property acquired under 10.1 belongs to the University.

10.3 has been revised to conform to the new $25,000 threshold amount as well by requiring that property costing $25,000 or more be identified and labeled by the University (previously all tangible property costing $500 or more was required to be identified and labeled).

SCHEDULE TO AGREEMENT

9. ADMINISTRATIVE/FINANCIAL REPORTS

The financial reporting requirements have been revised to be based on the total Contract Cost Limitation as follows: no financial reports are required if the contract is less than $10,000; quarterly reports are required for contracts $10,000 to $100,000; and monthly reports are required for contracts over $100,000.

Refer: Mona Litrownik

(415) 642-1654

ATSS 8-582-1654

Subject Index: 22

Organization Index: P-050

David F. Mears

University Contracts and Grants Coordinator

Enclosure


ENCLOSURE 1 TO C& G MEMO NO. 83-29

EPRI/ruc-830901/83

AGREEMENT

AGREEMENT between ELECTRIC POWER RESEARCH INSTITUTE, INC., a District of Columbia nonprofit corporation ("EPRI"), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, an educational institution chartered under the laws of the State of California ("INSTITUTION").

WITNESSETH:

WHEREAS, EPRI is organized to promote, conduct, and sponsor research and development with respect to the production, transmission, distribution, and utilization of electric energy; and

WHEREAS, the INSTITUTION is equipped and qualified to perform research and development directed toward these objectives; and

WHEREAS, EPRI desires to contribute to the cost of additional research and development by the INSTITUTION in connection with the work described herein, and to obtain the results thereof for its benefit and the benefit of its members and the public; and

WHEREAS, the primary purpose of this research Agreement, including the Schedule to Agreement, is to develop and to transfer intangible information for the benefit of EPRI, its members, and the public.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter set forth, the parties agree as follows:

ARTICLE 1

Scope of Work; Period of Performance

1.1 The INSTITUTION shall perform the work ( the "Work" ) set forth in the schedule attached hereto and made a part hereof (the "Schedule"). INSTITUTION warrants that it has the legal right to perform the Work hereunder, and to give EPRI the rights and perform the duties set forth in this Agreement including (but not restricted to) rights in patents and data as provided for hereinafter.

1.2 Performance of the Work shall be supervised by the INSTITUTION under the general monitoring of a project manager as designated by EPRI in the Schedule. EPRI, at any time, may designate a new or alternate project manager. EPRI will provide the INSTITUTION with a written notification if and when a new or alternate project manager is appointed.

1.3 The period or periods of performance of the Work shall be as set forth in the Schedule. All the Work, including submission of the final technical report as provided in Article 4, shall be completed during such period or periods of performance.

1.4 Whenever the INSTITUTION knows that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the timely performance of the Work, the INSTITUTION shall within ten (10) days give EPRI notice thereof, including all relevant information with respect thereto, and may request an extension of time to perform the Work.

ARTICLE 2

Changes in the Work

2.1 EPRI may, at any time, with the written mutual agreement of the INSTITUTION, (a) make changes within the general scope of the Work, including but not limited to (i)revising or adding to the Work or terminating portions thereof, or (ii) revising the period or schedule of performance, or (b) require the INSTITUTION to suspend all or any part of the Work.

2.2 Upon mutual agreement of such notice of change, the INSTITUTION shall immediately take all necessary steps to comply therewith and to minimize the incurrence of costs allocable to any portion of the Work terminated or suspended.

2.3 If any notice of change under this Article 2 causes an increase or decrease in the total estimated cost of (the "Contract Cost Limitation"), or the time required for performance of, this Agreement, or otherwise effects any other portion of this Agreement, an equitable adjustment shall be made by EPRI in the Contract Cost Limitation, or time of performance, or any other provision as effected. Any request by the INSTITUTION for equitable adjustment under this Subarticle must be asserted within thirty (30) days from the date of acceptance by the INSTITUTION of the notification of change. Any dispute relating to an equitable adjustment to be made pursuant to this Subarticle shall be submitted to arbitration in accordance with Article 15.

The INSTITUTION shall continue to perform the Work (including Work the subject of an equitable adjustment) to completion during any arbitration of any such dispute.

ARTICLE 3

Costs and Payments

3.1 EPRI shall pay to the INSTITUTION, in accordance with the provisions of Subarticle 3.4, a total amount up to but not to exceed $...*

(the "Contract Cost Limitation"). Except as provided in Subarticle 2.3, EPRI shall not be obligated to pay the INSTITUTION for costs incurred in excess of the Contract Cost Limitation, and the INSTITUTION shall not be obligated to continue performance under the Agreement or to incur costs in excess of the Contract Cost Limitation unless and until EPRI increases the Contract Cost Limitation.

3.2 Select Option 1, 2 or 3:

( )Option 1

January - April

3.2 EPRI support of the Work under this Agreement is conditional upon commitment of funds for each academic year of the INSTITUTION. EPRI has committed $__*__ for the Work through August 31,198'. This commitment is the maximum amount that the INSTITUTION is authorized to expend or have committed for the Work as of that date. EPRI anticipates the commitment of funds for succeeding academic years, if any, as set forth in the Schedule and shall notify the INSTITUTION of such commitment(s) or any changes in funding for succeeding academic years. In the event EPRI fails to commit funds to support the Work, and such failure results in a reduction in the Scope of Work, the INSTITUTION may elect to treat such failure as a termination by EPRI pursuant to Article 12. Unless the INSTITUTION is notified otherwise by EPRI, unexpended commitments may be carried forward into succeeding academic years, if any. In no event, however, shall EPRI be obligated for costs in excess of the total commitment through any academic years.

( )Option 2

May - August

3.2 EPRI support of the Work under this Agreement is conditional upon commitment of funds for each academic year of the INSTITUTION. EPRI has committed $__*__ for the Work through August 31,198'. This commitment is the maximum amount that the INSTITUTION is authorized to expend or have committed for the Work as of August 31,198'. Effective September 1, 198*, EPRI hereby commits an additional $__*__ for the Work through August 31, 198*. The sum of these commitments is the maximum amount that the INSTITUTION is authorized to expend or have committed for the Work as of August 31,198'. EPRI anticipates the commitment of funds for succeeding academic years, if any, as set forth in the Schedule and shall notify the INSTITUTION of such commitment(s) or any changes in funding for succeeding academic years. In the event EPRI fails to commit funds to support the Work, and such failure results in a reduction in the Scope of Work, the INSTITUTION may elect to treat such failure as a termination by EPRI pursuant to Article 12. Unless the INSTITUTION is notified otherwise by EPRI, unexpended commitments may be carried forward into succeeding academic years, if any. In no event, however, shall EPRI be obligated for costs in excess of the total commitment through any academic years.

( )Option 3

September - December

3.2 EPRI support of the Work under this Agreement is conditional upon commitment of funds for each academic year of the INSTITUTION. EPRI has

committed $__*__ for the Work through August 31, 198*. This commitment is the maximum amount that the INSTITUTION is authorized to expend or have

committed for the Work as of that date. EPRI anticipates the commitment of funds for succeeding academic years, if any, as set forth in the Schedule and shall notify the INSTITUTION of such commitment(s) or any changes in funding for succeeding academic years. In the event EPRI fails to commit funds to support the Work, and such failure results in a reduction in the Scope of Work, the INSTITUTION may elect to treat such failure as a termination by EPRI pursuant to Article 12. Unless the INSTITUTION is notified otherwise by EPRI, unexpended commitments may be carried forward into succeeding academic years, if any. In no event, however, shall EPRI be obligated for costs in excess of the total commitment through any academic years.

3.3 The INSTITUTION agrees to use its best efforts to perform the Work for the Contract Cost Limitation specified in Subarticle 3.1. If, however, the INSTITUTION has reason to believe that costs which it expects to incur in the performance of the Work in the next succeeding thirty (30) days, when added to all costs previously incurred, will exceed 75% of the Contract Cost Limitation or if at any time the INSTITUTION has reason to believe that the total cost for the performance of the Agreement will be greater or substantially less than the Contract Cost Limitation, it shall notify EPRI in writing to that effect, giving its revised estimate of such total cost for the performance of the Work.

3.4 Except as otherwise may be provided in the Schedule, EPRI shall retain two percent (2%) of the costs from each invoice received and approved by EPRI, up to a cumulative maximum of two percent (2%) of the Contract Cost Limitation, or $10,000, whichever is less, to be paid to the INSTITUTION in a lump sum upon receipt by EPRI of the INSTITUTION's final report as provided in Article 4. Invoices for costs incurred shall be submitted on a monthly basis. Each invoice shall contain an itemized statement of costs claimed to have been incurred by the INSTITUTION in the performance of the Agreement during the period covered by such invoice including a breakout of major categories of expenses in accordance with the Schedule. The INSTITUTION's direct and indirect costs shall be determined on the basis of the INSTITUTION's normal accounting procedures and shall be in accordance with generally. accepted accounting principles consistently applied. The INSTITUTION's costs shall include all costs, direct and indirect, incurred in the performance of the Work or reasonably incidental to such performance including any applicable sales, use, or property taxes assessed INSTITUTION for Work performed hereunder or assessed on equipment or materials purchased by INSTITUTION on behalf of EPRI; provided, however, such costs shall not include those taxes from which EPRI has been determined to be exempt. The INSTITUTION shall execute all documents and take such steps as reasonably necessary to obtain the benefits of tax exemptions for which EPRI is eligible. Details concerning EPRI's tax exemptions, if any, and documents evidencing such exemptions will be made available to the INSTITUTION. However, all costs to be reimbursed for travel must be provided for in the Schedule, or in writing by the project manager.

3.5 (a) Upon the request and at the expense of EPRI, the accounting records for direct costs maintained by the INSTITUTION in the performance of the Work shall be subject at all reasonable times to audit by EPRI or at the option of EPRI an independent public accounting firm acceptable to both parties. It is the intent of the parties that such audits shall be performed not more frequently than once every twelve (12) months during the performance of the Work. In addition, EPRI may have such an audit performed at any time within one (1) year following completion or termination of this Agreement. It is understood that the indirect rates charged to EPRI shall be predetermined rates approved by the cognizant U.S. government audit agency. The INSTITUTION shall provide EPRI with certification of such predetermined rates.

3.5 (b) Except for subcontracts for the purchase of standard commercial products on a fixed price basis or as may otherwise be authorized in writing by EPRI, the INSTITUTION will insert in all subcontracts exceeding $100,000 provisions making this Subarticle 3.5 applicable to the subcontractor.

ARTICLE 4 Reports

4.1 The INSTITUTION shall submit technical progress reports to the EPRI project manager at such regular intervals as set forth in the Schedule. Such reports shall be in sufficient detail to disclose all Work accomplished and results achieved during the reporting period. In addition, such reports shall include a summary in nontechnical language which briefly describes the project and sets forth the important results and contents of the report. The INSTITUTION shall submit to EPRI in final form the number of copies Of each technical progress report as set forth in the Schedule.

4.2 (a) Upon the completion or termination of the Work, the INSTITUTION shall submit to EPRI a comprehensive final technical report summarizing the state-of-the-art and covering all Work accomplished and results achieved under this Agreement, and including conclusions and recommendations derived therefrom. The final report shall include a complete disclosure of all materials, processes and equipment employed, and shall be in such full, clear, concise, and exact detail, including data such as mathematical, graphic, and written descriptive materials and other means of disclosure appropriate in the circumstances, to enable any person skilled in the art to achieve the results of the Work performed under this Agreement. The INSTITUTION shall furnish, to the extent applicable, drawings, specifications, and the necessary operating and maintenance instructions concerning any equipment, item or process developed under the Agreement to enable any person skilled in the art to make and use such equipment and perform such process by application of the most advanced state of the art achieved in the performance of this Agreement. Where appropriate, the final report shall also include recommendations for further improvements which would advance the future state of the art based on knowledge acquired in the performance of the Work. The final report will be submitted to EPRI in preliminary form for review and comment at least forty five (45) days prior to expiration of the Agreement. EPRI will, on a best efforts basis, provide to the INSTITUTION its review comments on the draft report so as to allow the INSTITUTION to deliver the final report to EPRI by the expiration of the Agreement. The INSTITUTION will provide EPRI with a reproducible (camera-ready) master of the accepted final report and the number of copies of such report as set forth in the Schedule. Any documentary report or tangible item developed and furnished under this Agreement is intended solely for the purpose of communicating and transferring intangible information relating to research.

4.2 (b) INSTITUTION shall conspicuously identify, as specified in the Schedule to Agreement, all inventions and discoveries made or conceived by INSTITUTION or its employees in the course of or under this Agreement that INSTITUTION knows or should reasonably know are described in any manner in such final report.

4.3 If requested by EPRI, the INSTITUTION shall submit to EPRI a report of current and relevant research, or all studies made in planning the Work and in developing background research for the Work, including citation references to all such background research compiled in connection with the performance of this Agreement. The INSTITUTION shall be entitled to an equitable adjustment in the Contract Cost Limitation, if necessary, for the furnishing of such a report.

4.4 The parties contemplate that in the performance of the Work the INSTITUTION may furnish, under mutually acceptable terms and conditions, proprietary information which is generally related to the subject matter of this Agreement but has been developed by the INSTITUTION and its staff apart from this Agreement and which is confidential to the INSTITUTION. If the INSTITUTION furnishes such information, the INSTITUTION shall clearly identify it as '(INSTITUTION's) Proprietary Information." Such identification, in and of itself, however, shall not be considered conclusive in any determination of whether such information is developed by the INSTITUTION apart from this Agreement or whether such information is confidential to the INSTITUTION. In the event EPRI determines that background data or information owned by the INSTITUTION is essential to the complete understanding and utilization of the information produced under this Agreement, then provided it has a legal right to do so, the INSTITUTION shall make this information available on a nondiscriminatory and reasonable royalty basis to whomever EPRI so designates.

4.5 The following disclosure or legal notice, as appropriate, shall be affixed to each report required to be furnished to EPRI hereunder:

(a) Progress or Preliminary Reports to EPRI

"DISCLOSURE"

This report has not been reviewed to determine whether it contains patentable subject matter, nor has the accuracy of its information or conclusions been evaluated. Accordingly, the report is not to be considered a published report and is not available for general distribution and its distribution is limited to employees and advisors of EPRI for the sole purpose of evaluating the progress and future course of the project described in the report. Until the report has been reviewed and evaluated, it should be neither disclosed to others nor reproduced, wholly or partially, without written consent of EPRI.

(b) Final Report to EPRI

"LEGAL NOTICE"

This report was prepared by the organization(s) named below as an account of work sponsored by the Electric Power Research Institute, Inc. (EPRI). Neither EPRI, members of EPRI, the organization(s) named below, nor any person acting on their behalf: (a) makes any warranty, express or implied, with respect to the use of any information, apparatus, method, or process disclosed in this report or that such use may not infringe privately owned rights; or (b) assumes any liabilities with respect to the use of, or for damages resulting from the use of, any information, apparatus, method, or process disclosed in this report.

[Organization(s) that prepared this report:]

ARTICLE 5

Data

5.1 The INSTITUTION agrees to maintain (in sufficient detail as will properly reflect all Work done and results achieved in the performance of this Agreement) books, records, reports, research notes, charts, graphs,

comments, computations, analyses, recordings, photographs, computer program and documentation thereof, computer information storage means, samples of materials, and other graphic or written data generated in connection with the Work (the "Data").

5.2 All Data produced, generated or procured under this Agreement, including under any subcontracts, shall become the property of INSTITUTION and copies of such Data shall be delivered to EPRI upon request; provided, however, that the INSTITUTION shall not be required to retain any Data not requested by EPRI within one (1) year from the date of final payment to the INSTITUTION hereunder, and provided, further, that until such delivery to EPRI, the INSTITUTION agrees to permit representatives of EPRI to examine and review at reasonable times all Data still in the possession of the INSTITUTION.

5.3 Subject to the provisions of Article 6, EPRI and INSTITUTION may publish, reproduce, distribute, and use all or any part of the Data, in any manner and for any purpose, without limitation, and may authorize others to do the same. The INSTITUTION agrees that it will not assert or establish any claim to a statutory copyright protection on any such Data, whether published or unpublished. EPRI represents that its purpose in obtaining the results of the research under this Agreement is to make said results available for use and beneficial application by the general public and to further scientific and technological knowledge in the area of research covered hereunder. Prior to disclosure to the public by EPRI, the INSTITUTION agrees not to publish or make available to others, except representatives of EPRI, any Data or information concerning Data without first notifying the EPRI project manager and allowing thirty (30) days for response, subject, however, to the provisions regarding patent approval set forth in Article 6. However, the INSTITUTION may retain copies of reports made pursuant to Article 4 and, prior to any public disclosure by EPRI, use the information contained in such reports in its internal operations, including internal dissemination to its student body and its own staff and faculty for educational purposes. In the event any Data developed under or documents relating to this Agreement are subpoenaed or otherwise required to be produced or made available to a third party by order of a court or governmental administrative agency within one (1) year from the date of final payment to the INSTITUTION, the INSTITUTION shall promptly notify EPRI in writing and allow ten (10) days for response by EPRI before producing such Data or documents. INSTITUTION will cooperate with EPRI in obtaining a protective court order or take such other action as may be appropriate under the circumstances.

5.4 Any computer programs first developed by the INSTITUTION during the course of the Work or modified for use in this Work will be supplied to EPRI in a form which may be used by others independently of INSTITUTION's internal programs or computer configurations. The programs will be transmitted to EPRI in a machine-independent language, such as FORTRAN IV, on punched cards or magnetic tape in the number of copies set forth in the Schedule. Suitable documentation, a written program description, and copies of the source program shall also be supplied as set forth in the Schedule. Title and ownership of programs first developed during the course of the Agreement shall reside in EPRI. Title and ownership of any INSTITUTION owned programs modified for use during and due to the Work will remain with the INSTITUTION; however, EPRI shall have the right to use and distribute to others such modified INSTITUTION programs subject to mutually agreeable terms as provided in the Schedule.

5.5 Except as otherwise authorized in writing by EPRI, the INSTITUTION will insert in all subcontracts provisions making this Article 5 applicable to the subcontractor and its employees.

ARTICLE 6

Inventions and Patents

6.1 It is recognized and acknowledged by the INSTITUTION that one of the purposes of EPRI in obtaining the research provided herein is to secure the tangible benefit of the scientific and technological knowledge developed under this Agreement for use by the general public on a nondiscriminatory basis. Therefore, whenever any invention or discovery is made or conceived by the INSTITUTION or its employees in the course of or under this Agreement, the INSTITUTION shall promptly furnish EPRI with complete information thereon including, without limitation, a written description thereof giving the date of invention, naming the inventors and others involved in the development thereof. Subject to Subarticle 6.4 of this Article 6, the INSTITUTION and EPRI will then evaluate the invention or discovery and if EPRI determines that a patent should be applied for, the INSTITUTION shall undertake to obtain the patent at EPRI's expense in the United States and such foreign Jurisdictions as EPRI directs. With respect to any U.S. patent application filed by the INSTITUTION or on any invention or discovery made or conceived in the course of the Contract by the INSTITUTION or its agents, the Contractor will incorporate in the first paragraph of the U.S. patent application the following statement: "The invention described herein was made in the course of, or under, a contract (add EPRI RP number) with the Electric Power Research Institute." The INSTITUTION shall have title to any such invention or discovery. In the event EPRI determines that a patent should not be applied for, the INSTITUTION reserves the right to undertake to obtain the patent at INSTITUTION's expense. If the patent is obtained at INSTITUTION's expense, Subarticles 6.2 and 6.3 of this Article 6 shall not apply and the INSTITUTION shall handle the patent in accordance with its usual practices, subject, however, to a royalty-free, nonexclusive, irrevocable license to EPRI with right to sublicense to its member utilities and other U.S. utilities.

6.2 Recognizing that under this Agreement EPRI is funding all the direct and indirect costs of the research project, the INSTITUTION agrees to grant EPRI without additional cost to EPRI an exclusive license insofar as the INSTITUTION may legally grant such rights for the life of any patent which may ensue as a result of this Agreement.

6.3 EPRI shall grant sublicenses, upon request, on a nondiscriminatory basis to all responsible applicants on a reasonable royalty-bearing basis. EPRI shall have the right to determine the reasonableness of the royalty and other conditions of sublicenses; but if in a particular case it appears after diligent efforts that no responsible party is willing to pay more than a nominal royalty, EPRI shall consult with the INSTITUTION as to other potential sublicensees. If, after such consultation EPRI remains unable to secure a normal commercial royalty, EPRI shall then be entitled to sub-license for a nominal royalty or royalty-free "In such case. EPRI agrees to share all royalties resulting from this Agreement equally with the INSTITUTION.

6.4 Any such invention or discovery which the parties agree should not be patented shall be published, with appropriate acknowledgment of EPRI research support, and thereby placed in the public domain.

6.5 No claim for compensation other than that provided in Article 3, Subarticles 6.1 and 6.3, or as otherwise provided in the Agreement shall be asserted by the INSTITUTION or its employees with respect to any invention or discovery made or conceived in the course of or under this Agreement.

6.6 Except as otherwise authorized in writing by EPRI, the INSTITUTION will obtain patent agreements to effectuate the purposes of Subarticles 6.1, 6.2, and 6.3 of this Article 6 from all persons who perform any part of the Work under this Agreement, except such clerical and manual labor personnel as will not have access to technical data.

6.7 It is recognized that during the course of the Work under this Agreement, the INSTITUTION or its employees may from time to time desire to publish information regarding scientific or technical developments made or conceived in the course of or under this Agreement. In order that premature public disclosure of such information will not adversely affect the patent interests of EPRI or the INSTITUTION, patent approvals for release and publication of such information shall be secured from the EPRI project manager prior to any such release or publication, which approval shall not be unreasonably withheld and EPRI will on a best efforts basis provide such review within thirty (30)days.

6.8 Except as otherwise authorized in writing by EPRI, the INSTITUTION will insert in all subcontracts provisions making this Article 6 applicable to the subcontractor and its employees, for all subcontracts pertaining to the Work hereunder.

6.9 If the INSTITUTION has any dominant and relevant background patent or data rights and EPRI determines such rights to be needed for full utilization of foreground inventions or discoveries developed under this Agreement, the INSTITUTION agrees to make available upon EPRI's request to whomever EPRI may designate such background rights on a nondiscriminatory, reasonable royalty basis. If under any provision of this Agreement the INSTITUTION is obligated to grant background patent or data rights to EPRI or its designees, then it is understood and agreed that the INSTITUTION shall preserve such background patents for EPRI and its designees in any assignment or transfer of such background rights, and that any such assignment or transfer shall be subject to EPRI's prior written approval.

ARTICLE 7 Visits and Inspections

7.1 EPRI and any of its authorized representatives shall have the right during ordinary business hours to visit and inspect the Work being conducted in any offices and research facilities of the INSTITUTION and its subcontractors, if any, and the site or sites at which the Work is being performed, to the extent that such visits do not unreasonably interfere with the Work and, when applicable, subject to compliance with applicable security regulations of the United States Government provided that EPRI provides advance notice to the INSTITUTION and specifies the purpose of the visit so that appropriate arrangements can be made as required in Subarticle 7.2.

7.2 The INSTITUTION shall provide, and shall require its subcontractors hereunder, if any, to provide, all reasonable facilities and assistance for the safety and convenience of such representatives during their visits, including making personnel engaged in the performance of the Work available for consultation at all reasonable times.

ARTICLE 8 Key Personnel

The individuals set forth in the Schedule are considered essential to the Work being performed under this Agreement. If an individual designated as a key person in the Schedule ceases to be employed by the INSTITUTION or is unable to provide the anticipated level of effort stated in the budget, the INSTITUTION shall provide advance notice to EPRI, explain the reasons for the changes and propose specific staffing changes to meet the performance requirements of the Agreement at a level reasonably equivalent to the performance expected by the originally accepted key personnel and at the effort levels in the budget.

ARTICLE 9 Publicity Releases

9.1 No publicity releases (including news releases and advertising). relating to this Agreement and the Work hereunder (other than a brief announcement upon contract execution) shall be issued by either party or by any subcontractor without the prior written approval of the other party. Such approval shall not be unreasonably withheld. Any inquiry the INSTITUTION receives from news media concerning this contract will be referred to the EPRI Communications Division for coordination prior to response. This Article shall not govern the publication of the results of research, as provided in Subarticle 5.3.

9.2 Any technical paper, article, publication, or announcement of advances generated in connection with Work done under this Agreement, during the period of performance of the Agreement or in the future, shall acknowledge EPRI as the sponsor of the Work.

9.3 Except as otherwise authorized in writing by the parties, the INSTITUTION will insert in all subcontracts provisions making the above Subarticles 9.1 and 9.2 applicable to the subcontractor and its employees.

ARTICLE 10 Property

10.1 Except as set forth in the Schedule or Attachment thereto, no equipment, material, or test apparatus with a unit acquisition cost of $500 or more shall be purchased with EPRI funds, nor shall any improvement, modification or construction of real or personal property be made with EPRI funds, unless such purchase or expenditure has been specifically approved in writing by EPRI. To the extent that the parties hereto have agreed to the same, the Schedule contains an itemized listing of such authorized purchases and expenditures. Authorization for purchase shall not be granted, except in unusual circumstances, for test equipment and other apparatus which can have general application to other than the Work hereunder.

10.2 (a) Unless otherwise specified in the Schedule or amendment to this Agreement, the title to all tangible property with a unit cost of $25,000 or more, including without limitation material, equipment, structures and test apparatus, which is purchased, constructed, or produced with EPRI funds during the performance of this Agreement, shall vest at the time of acquisition in EPRI. The INSTITUTION acquires such property on behalf of EPRI. Within six months following completion of the Work or open notification that the items are no longer in use, whichever is sooner, EPRI shall, at EPRI's expense, arrange for sale or disposal, including, if mutually acceptable, sale to the INSTITUTION. The INSTITUTION shall exercise reasonable care in the custody and maintenance of such property while in its control and should any loss occur, INSTITUTION shall notify EPRI within 3 working days of such loss.

10.2 (b) The title to all other tangible property acquired pursuant to subarticle 10.1 shall vest at the time of acquisition in the INSTITUTION.

10.3 The INSTITUTION shall identify each end item of property with a unit cost of $25,000 or more which falls under the provisions of the preceding subarticle 10.2(a) by a label to be provided by EPRI. The INSTITUTION shall maintain a listing of said nonconsumable tangible property acquired hereunder which is the property of EPRI; such list, as a minimum, shall refer to the item description, supplier name, acquisition cost, general location and EPRI property tag number; and, where appropriate, the manufacturer's model number and serial number. The INSTITUTION's property records" will be maintained in such a manner as to facilitate compliance with local property tax requirements, if any. A copy of the property listing, then current, shall be provided to EPRI at annual intervals during the term of this project, and within sixty (60) days of the conclusion or termination of this project. Additionally, the INSTITUTION will prepare on EPRI's behalf any property tax documents as may be required by local taxing authorities.

10.4 No modification to or affixation of property which would result in a permanent improvement or change to the real or personal property of INSTITUTION or a third party shall take place without EPRI's written authorization (which may be set forth in the Schedule or in a subsequent written consent by EPRI). Such authorization shall detail what portion of the overall cost shall be charged to EPRI, and what disposition of the improvement or change shall be made at the completion of the Work hereunder. In the event such improvement or change to said real or personal property is authorized, INSTITUTION shall, upon the completion of the effort involved, provide EPRI with a report detailing the costs incurred, and a description of the change or improvement, including the location where it may be found.

ARTICLE 11 Insurance

11.1 The INSTITUTION shall obtain and maintain Workmen's Compensation and/or all other Social Insurance and General Liability Insurance in accordance with the requirements set forth in the Schedule to Agreement.

11.2 The INSTITUTION shall deliver to EPRI on an annual basis certificates evidencing the insurance coverages required of the INSTITUTION in Subarticle 11.1. At the request of EPRI, the INSTITUTION shall require

similar certificates to be submitted to EPRI from its subcontractors.

ARTICLE 12 Termination

This Agreement may be terminated in whole by EPRI at any time upon thirty (30) days written notice to the INSTITUTION. In full discharge of any obligations to the INSTITUTION in respect of this Agreement and such termination, EPRI shall pay for costs and noncancelable commitments incurred prior to the date of termination and fair closeout costs in accordance with Article 3. The INSTITUTION shall take all reasonable steps to minimize termination costs. In no event, however, shall EPRI be obligated to pay the INSTITUTION any amount in excess of the total funds committed by EPRI up to the time of termination to support the Work.

ARTICLE 13 Notices

All notices to EPRI under this Agreement shall be in writing and sent to:

Electric Power Research Institute, Inc.

Attn: Director, Contracts Department

3412 Hillview Avenue

P, O. Box. 1041 2

Palo Alto, CA 94303

All notices to the INSTITUTION under this Agreement shall be in writing and sent to:

Attn:

13.3 Either party may change its above address by notice to the other in accordance herewith, and any such change shall take effect immediately upon receipt of such notice.

ARTICLE 14 Assignment; Subcontracting

14. 1 This Agreement may not be assigned, in whole or in part, by either party without the prior written consent of the other party.

14.2 Where any portion of the Work requires subcontracting, the INSTITUTION will select a subcontractor only with the consent of the EPRI project manager. In addition, the INSTITUTION will obtain the prior written consent of EPRI Contracts Department if any part of the Work hereunder is to be subcontracted by the INSTITUTION and if the subcontract: (a) is proposed to exceed $10,000; (b) is one of a number of subcontracts, under this Agreement, with a single subcontractor for the same or related supplies or services which, in the aggregate, are expected to exceed $10,000; or (c) has experimental, developmental, or research Work as one of its purposes. Notwithstanding any such consent (a) EPRI shall not bear any liability to the INSTITUTION or any subcontractor arising out of any act or omission of the INSTITUTION or any subcontractor, and (b) any subcontracting by the INSTITUTION shall not relieve it of any responsibility for the performance of the Work hereunder.

14.3 In the event a subcontract as set forth above is canceled or terminated, the INSTITUTION will so advise EPRI and obtain EPRI's prior written consent in any subcontractor termination cost settlement for such costs to be allowable under this Agreement. EPRI's consent will not be unreasonably withheld.

ARTICLE 15 Arbitration

Any dispute arising out of or relating to the rights or obligations of either party under this Agreement, or any breach thereof, shall be settled by arbitration conducted in the City of San Francisco, California, in accordance with the rules then obtaining of the American Arbitration Association. The award rendered by the arbitrators shall be final, and judgment may be entered upon it in any court having jurisdiction thereof. Unless otherwise directed by EPRI in writing, the INSTITUTION shall continue to perform the Work during any arbitration.

ARTICLE 16 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

ARTICLE 17 Benefit; Entire Agreement; Effective Date

17.1 This Agreement is binding upon and shall inure to the benefits of the parties hereto, their representatives, successors and assigns., No failure or successive failures on the part of EPRI, its successors or assigns, to enforce any covenant or agreement, and no waiver or successive waivers on its or their part of any condition of this Agreement shall operate as a discharge of such covenant, agreement, or condition, or render the same invalid, or impair the right of EPRI, its successors and assigns, to enforce the same in the event of any subsequent breach or breaches by the INSTITUTION, its successors or assigns.

17.2 This Agreement constitutes the entire Agreement between the parties and supersedes all previous agreements and understandings relating to the Work. This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties.

17.3 This Agreement shall be effective as of the date of commencement of the period of performance as set forth in the Schedule.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives.

ELECTRIC POWER RESEARCH INSTITUTE, INC.

By

Name and Title

Date of Signature

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

By

Name and Title

Date of Signature

*This Agreement, including the Schedule to Agreement language has been standardized except where indicated by an asterisk for all research project contracts between EPRI and all campuses of the University of California. No changes shall be made to this language unless coordinated and mutually approved in writing by the Office of Financial and Business Management, Systemwide Administration, University of California and Manager of Contract Negotiations, EPRI. Language and blanks identified by an asterisk may be changed or completed by mutual agreement between Contract and Grant Officers at the university of California campuses and the Manager of Contract Negotiations at EPRI.


SCHEDULE TO AGREEMENT between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

and ELECTRIC POWER RESEARCH INSTITUTE, INC.

1. STATEMENT OF WORK

1.1 *

2. PROJECT MANAGER AND COORDINATION

Coordination with the designated EPRI project manager will be maintained during the period of this research effort. Briefings of the progress of the Work, in addition to the reporting schedule listed, will be provided as required.

2.1

Pursuant to Subarticle 1.2 of the Agreement, * is the designated EPRI project manager. Reports, communications, and questions of a technical nature should be routed to the project manager at the following address:

Electric Power Research Institute

341 2 Hillview Avenue

P.O. Box 1041 2

Palo Alto, CA 94303

2.2

Matters of a contractual nature, including but not limited to Agreement term, funding, period of performance, changes, termination, and all items affecting the Contract Cost Limitation, shall be sent to or by EPRI in accordance with Article 13.1 of the Agreement with an information copy to the above designated project manager, and to the INSTITUTION, in accordance with Subarticle 13.1 of the Agreement, with an information copy to the key personnel in Paragraph 7 of the Schedule.

3. PERIOD OF PERFORMANCE

The period of performance shall be commencing *, 198*, and ending *, 198*.

*Note: To be established during contract negotiations.

COST

4.1

As set forth in Subarticle 3.1 of the Agreement, the estimated total cost

to EPRI for the Agreement shall not exceed $ * (the "Contract Cost Limitation"). This Contract Cost Limitation is based on cost elements, including billing rates and expanses as follows:

Budget

4.2

Any deviation between actual charges to EPRI under each category and the estimates Set forth above shall not affect the basis on which the INSTITUTION may be paid as set forth in Article 3 of the Agreement. The above indirect cost rates are the INSTITUTION's current published rates for non-federal projects. The indirect rates for the INSTITUTION's accounting period in which the project is initiated are predetermined fixed for that period. Indirect rates for future accounting periods are the published provisional rates however, the published predetermined fixed rates established for the period in which direct expenditures are actually incurred will be applied to those expenditures. The INSTITUTION, as soon as possible but not later than 120 days after the expiration of its fiscal year, shall submit to EPRI's Manager of Contract Cost Analysis a copy of its revised predetermined fixed and future provisional indirect rate or rates for the forthcoming accounting periods. If the above required notification is not received, the predetermined or provisional rates set forth in the Schedule will be considered ceiling rates for the purposes of reimbursement of indirect cost under this Agreement.

Charges shall not be accrued for any travel performed outside the contiguous 48 United States unless said travel is included in the Budget for this Agreement. All travel within or outside of the United States will be reimbursed only on a coach fare basis.

4.4

In accordance with the provisions of Article 3.2 of the Agreement, EPRI anticipates annual commitment of funds for succeeding academic years as follows:

198* $ *

198* $ *

5. INVOICING AND PAYMENT

5.1

Subject to the provisions of Article 3 of the Agreement, EPRI will pay the INSTITUTION upon receipt and approval of monthly invoices, which will include cumulative expenditures as well as expenditures for current billing period, and which are to be submitted in quadruplicate. Each such invoice will include an itemized statement of direct and indirect cost in the same cost elements as specified in the estimated cost expenditures (Budget) set forth in Paragraph 4.1 above. Supporting detailed information will be furnished as reasonably required by the EPRI Controller at the time the invoice is submitted. The period of work covered, including the beginning and ending dates, must be specified on each invoice. Equipment purchased, subject to Article 11, will be identified in an attachment to the invoice showing the date acquired, vendor, model number, quantity and unit cost. (A copy of the paid invoice(s) for the item(s) can be attached in lieu of listing in a separate invoice attachment. Additionally, a final invoice will be submitted for the amount of retention (withholding) to be paid to the INSTITUTION by EPRI upon receipt of the INSTITUTION's final report as provided in Article 4.

Requests for payment with accompanying invoices should refer to EPRI Project RP * - * and should be submitted by the INSTITUTION to EPRI, Attention: Finance Office, 3412 Hillview Avenue, P.O. Box 10412, Palo Alto, CA 94303.

Payments by EPRI for invoices submitted in accordance with this Agreement shall be directed to the following address:

Attn:

6. TECHNICAL REPORTS

6.1 The INSTITUTION shall submit to the project manager on a __*__ basis,

____ progress reports with respect to the Work. Each report will identify the percentage (%) of time expended by each of the key personnel during the period being reported.

6.2 Results of the research project will be presented in detailed annual reports if required by EPRI.

6.3 The notices, pursuant to subarticle 4.5 of the Agreement, shall be affixed to all progress, preliminary, final technical reports or other reports intended for publication by EPRI furnished by the INSTITUTION to EPRI hereunder.

6.4 Pursuant to Subarticle 4.2 (a) of the Agreement, the INSTITUTION shall prepare and furnish to EPRI a final report. The final report shall contain a covering sheet which shall specify whether:

(a) The final report contains no patentable inventions or discoveries, OR

(b) The final report contains patentable inventions or discoveries and the INSTITUTION shall indicate on the cover sheet the page and paragraph or pages and paragraphs on which such patentable invention or discovery is described in said final report.

(c) If the final report contains patentable inventions or discoveries, then, in a separate copy from the original of the final report, the INSTITUTION shall underline or otherwise conspicuously identify that information on the page or pages of said copy where such information appears in the final report.

The final report shall be submitted to EPRI in preliminary form for review and comment forty five (45) days prior to the expiration of the Agreement. An abstract shall be included on the first page, and limited to one page. It shall contain a brief statement of the problem being addressed, the methods used, and the principal conclusions. The first section of the final report following the contents page. shall contain a summary of the project results. The INSTITUTION will provide EPRI with a reproducible (camera-ready) master of the final report. All reports shall be prepared in accordance with the EPRI typing mats which will be provided by EPRI.

The INSTITUTION, upon written request, will be furnished up to fifty (50) copies for its own use. Additional copies will be furnished upon payment to EPRI of the actual cost of such additional copies.

6.5 Unless an exception is granted in writing by EPRI, the INSTITUTION shall use both units of modernized metric system (SI) and "English" or typical trade measurement equivalents in all reports and technical papers. The more commonly used unit will be shown first, followed by the less common unit in parentheses. However, express authority is provided for use of the following standard units of measurement without a metric equivalent:

Btu

Barrel (of oil or oil substitute)

Ton (short) of coal or coal equivalent

Standard Cubic Foot (gas) (60 degrees F at 1 atmosphere)

7. KEY PERSONNEL

The following individual(s) is(are) identified as key person(nel) for performance of the Work under this Agreement:

Any change in key personnel associated with this project shall be made in accordance with Article 8 of the Agreement.

8. INSURANCE

8.1 The INSTITUTION shall obtain and maintain Workmen's Compensation and/or all other Social Insurance in accordance with the statutory requirements of the jurisdiction in which the work will be performed. The INSTITUTION shall carry General Liability Insurance, operations under this Agreement, in the minimum amount of five hundred thousand dollars ($500,000).

8.2 The INSTITUTION shall require that its subcontractors carry Workmen's Compensation and General Liability Insurance (including Contractual Liability Insurance) as above, in at least the following minimum amounts:

Personal Injury:

$250,000/person

$100,000/accident

Property Damage:

$500,000/accident

9. ADMINISTRATIVE/FINANCIAL REPORTS

9.1 No financial reporting is required as the Contract Cost Limitation is less than $10,000.

(_) The Contract Cost Limitation is between $10,000 and $100,000.

After execution of the Contract, the Institution is required to submit a Contractor Cost Performance Report (EPRI Form 177 7/81R). The "Initial Forecast" is to cover the period of performance of the Agreement. Thereafter, in the months of March, May, August and December, using EPRI Form 177 7/81R, the Institution is required to report the "Actual Incurred Cost" that has been recorded during the previous period and a "Revised Forecast" to complete the Work. The "Initial Forecast" and the subsequent reports shall be provided in accordance with the requirements set forth in the attached Contractor Cost Performance Report; an example of a completed report is also attached. All completed forms are to be sent to:

(_) The Contract Cost Limitation is greater than $100,000.

9.2 After execution of the contract, the Institution is required to submit a Contractor Cost Performance Report (EPRI Form 177 7/81R). The "Initial Forecast" is to cover the period of performance of the Agreement. Each month thereafter, using EPRI Form EPRI 177 7/81R, the Institution is required to report the "Actual Incurred Cost" that has been recorded during the previous month and a "Revised Forecast" to complete the work. The "Initial Forecast" and the subsequent monthly reports shall be provided in accordance with the requirements set forth in the attached Contractor Cost Performance Report; an example of a completed report is also attached. All completed forms are to be sent to:

NOTE #1:

Electric Power Research Institute

Attn: Management Performance Systems

3412 Hillview Avenue

Post Office Box 10412

Palo Alto, CA 94303

This information may be submitted to EPRI Management Performance Systems by telecopier--(415) 493-5299.

NOTE #2: Processing of invoices may be delayed pending receipt of the required information.

In addition to the requirement above (EPRI 177), the INSTITUTION shall provide Milestone Identification (EPRI 181 ) and Contract Schedule Performance (EPRI 172). This is to be accomplished in accordance with the instructions set forth in the attached forms.

9.3 INSTITUTION shall issue in accordance with Article 6 of the Agreement, Invention/Discovery notice letters whenever any invention or discovery is made or conceived by the INSTITUTION or its employees in the course of or under Work funded directly or indirectly by this Agreement, and shall require such notices be issued by its subcontractors.

9.4 Upon completion or termination of the Agreement, the INSTITUTION will provide a mutually acceptable release to EPRI of all contract claims and obligations.

10. SUMMARY OF DELIVERABLE REQUIREMENTS

(Description, due date and shipping address for hardware, computer programs, technical and administrative/financial reports, etc.)

Please attach this sheet to the FRONT of the document when it is returned for REVISIONS

Type of Document: Agreement

Contractor: Regents of University of California

Negotiator:

W67-

CON- 1 New Input _Date _Ope

CON-1 Last Rev. # Date _Ope

Unofficial Master # ruc 830901

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