Research Administration Office

University of California

Memo Operating Guidance

No. 87-18

June 27, 1987

Subject: Pacific Gas and Electric Company Master Agreement

This memo transmits the final version on the new UC/Pacific Gas and Electric (PG& E) Master Agreement which is now available for use. The effective dates of this agreement are June 17, 1987 through June 30, 1990 or "the last expiration date of any research project contract entered into during the effective term of this Master Agreement, whichever is later." (Section A.3.) This final version incorporates many of the campus comments we received after your review of an earlier draft of this Agreement.

Requests for services under the terms of this Master Agreement are to be implemented by mutually acceptable Research Project Contracts which are handled by individual campus Contracts and Grants Offices. The method for initiating individual research projects is described in Section B. of this Master Agreement. The Research Project Contract for individual awards is attached to the back of the Agreement.

Section III.- Consideration, B.- Terms of Payment, of the Research Project Contract is left open for the campus to negotiate mutually acceptable terms of payment. PG& E will give advance payments, if requested.

This Master Agreement has been developed as a service to campuses and is, therefore, available for use at the option of the campus.

Refer: Samuela A. Evans

ATSS 8-582-1654

(415) 642-1654

Subject Index: 22

Organization Index: P-660

David F. Mears

University Contracts and Grants

Coordinator

Enclosures


MASTER

AGREEMENT

PACIFIC GAS AND ELECTRIC COMPANY and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

THIS AGREEMENT is by and between PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, (hereinafter "PGandE"), and The REGENTS OF THE UNIVERSITY OF CALIFORNIA (hereinafter "University"), an educational institution chartered under the laws of the State of California.

WITNESSETH

WHEREAS, the mission of the University is to engage in research, education, and public service for the advancement of knowledge, and to contribute to the welfare of the people of the State of California as a public trust and,

WHEREAS, the University accepts funds and enters into agreements for research

undertakings only when such undertakings provide its faculty investigators and students with the opportunity to gain experience and knowledge of value for their teaching, education or research and the projects are suitable for the University to make worthy contributions to knowledge, and/or are suitable for rendering appropriate public service, and

WHEREAS, the University is especially qualified and equipped to perform the work and services hereinafter described which fall within its prescribed mission, and

PACIFIC GAS AND ELECTRIC COMPANY CONTRACT NO. Z19-5-274-86 PAGE 1

WHEREAS, PGandE performs research and development in fields of interest to PGandE to fulfill the company's charter as an energy supplier and contracts with outside resources to perform such research and development work, and

WHEREAS, PGandE and University have determined that it is in their mutual best interest to enter into the following MASTER AGREEMENT:

NOW THEREFORE, it is mutually agreed as follows:

SECTION A. PURPOSE AND PERIOD OF MASTER AGREEMENT

The purpose of this MASTER AGREEMENT is to set forth a schedule and standard terms and conditions under which specific agreed upon projects are to be conducted.

This MASTER AGREEMENT has been established between PGandE and the Office of The President, University of California on behalf of and for use by all University of California campuses. To facilitate and simplify the negotiation of individual RESEARCH PROJECT CONTRACTS between the parties, the terms in this MASTER AGREEMENT will be incorporated by reference. Any changes to the terms of this MASTER AGREEMENT will be by mutual written agreement between the University Contracts and Grants Coordinator, Office of the President, University of California and the Senior Contracts Analyst, Pacific Gas and Electric Company, Engineering Contracts Section, 345 Mission Street, Room 4822, San Francisco, California 94106.

This MASTER AGREEMENT shall be in effect from the date of last signature through June 30, 1990, or the last expiration date of any RESEARCH PROJECT CONTRACT entered into during the effective term of this MASTER AGREEMENT, which ever is later.

SECTION B. RESEARCH PROJECT CONTRACTS

Specific projects will be authorized by negotiated RESEARCH PROJECT CONTRACTS referring to the terms of the MASTER AGREEMENT. The RESEARCH PROJECT CONTRACTS shall set forth the work statement, period of performance, delivery schedule, budget, payment schedule, University principal investigator, PGandE technical liaison, and such special terms and conditions as may be deemed necessary by the parties thereto.

RESEARCH PROJECT CONTRACTS shall be signed by an authorized official of PGandE and by an authorized Contracts and Grants Officer of the University Campus administering the RESEARCH PROJECT CONTRACT.

3. Establishment of RESEARCH PROJECT CONTRACTS.

University initiated. Faculty Principal Investigators (PI's) of

University may submit proposals via the PI's campus Contracts and Grants Office either through the University-wide Energy Resources Group (UERG) or directly to the PGandE Research Development and Demonstration (RD& D) Program Unit. PGandE prefers that proposals be submitted via UERG. If a proposal is submitted directly to PGandE, a copy should be submitted to UERG for information. UERG's address is:

Director

University-wide Energy Resources Group

University of California, Berkeley

Bldg., T-g, Room 216

Berkeley, CA 94720

PGandE initiated. PGandE, through its RD& D Program Unit, may make a request for a proposal for research directly to a University PI via the PI's Campus Contracts and Grants Office or through. UERG. If the PGandE request is to UERG, UERG shall coordinate the response to PGandE's request for proposal. Submission of the University's response to the request shall be as set forth in 3.a above.

RESEARCH PROJECT CONTRACTS authorized by PGandE resulting from a proposal shall be sent by PGandE to the Contracts and Grants Office of the Campus on which the PI has academic appointment. PGandE shall also send a copy of the RESEARCH PROJECT CONTRACT to UERG. The PI will provide copies of deliverables under the RESEARCH PROJECT CONTRACT to PGandE and a copy to UERG.

SECTION C. GENERAL

RESEARCH PROJECT CONTRACTS shall be subject to the following terms and conditions.

1. INDEPENDENT CONTRACTOR

In assuming and performing the obligations of this MASTER AGREEMENT, University is an independent contractor and shall not be eligible for any benefits which PGandE may provide its employees, except as expressly provided for in this MASTER AGREEMENT. All persons, if any, hired by University shall be employees or subcontractors of University and shall not be construed as employees or agents of PGandE in any respect.

DELEGATION OF UNIVERSITY'S DUTIES

University shall not contract with any independent consultants or subcontractors without the prior written approval of PGandE nor shall the duties of University under this MASTER AGREEMENT or any RESEARCH PROJECT CONTRACT be delegated without the prior written approval of PGandE. Unless otherwise expressly agreed by PGandE, University shall remain responsible for the quality and timeliness of performance notwithstanding any delegation.

3. STANDARD OF PERFORMANCE

University agrees that the work under this MASTER AGREEMENT shall be performed with the degree of skill and care that is required by current, good, and sound professional procedures and practices and in conformance with generally accepted professional standards prevailing at the time the work is performed.

4. PUBLICATION

University retains the right to publish the results of the research under this MASTER AGREEMENT and any RESEARCH PROJECT CONTRACTS.

University shall submit all proposed publications, papers or other written summaries of the data or an outline of any proposed oral presentation, to PGandE at least thirty (30) days prior to (i) submission of written materials for publication, or (ii) a proposed oral disclosure to a third party, for identification of patentable inventions or disclosure of PGandE proprietary data as set forth in Section C.10. In the event PGandE believes an enabling description of patentable subject matter is contained in such writing or outline, it shall notify University within fifteen (15) days after receipt by PGandE and, if University concurs, publication or disclosure will be withheld (a) for a period not to exceed thirty (30) additional days after notice by PGandE to University, to permit preparation and filing of appropriate patent application(s), or (b) until a United States patent application thereon has been prepared and filed thereon, or (c) until University and PGandE mutually agree in writing that no patent applications shall be prepared or filed, whichever of (a), (b) or (c) is earlier in time.

Subject to Section C.5., PGandE shall have for its use the rights to use, reproduce, or publish the information in the progress and final technical reports provided by University under this MASTER AGREEMENT.

5. RIGHTS IN DATA, PATENTS, COPYRIGHT

a. OWNERSHIP RIGHTS

Pursuant to academic policies of University, University shall own and control all proposals, protocols, information, results and computer programs (.Data) developed for or in the course of the research projects covered by this MASTER AGREEMENT, including the exclusive right to copyright, and the rights to publish, disclose, disseminate or use in whole or in part such Data in the open literature or otherwise. PGandE shall have, for its internal use only, the right to use and reproduce the Data specified to be delivered hereunder. In the event PGandE wishes to use such Data for the manufacture of a product, or for sale or for commercial use of a product or a service, exclusive of use for obtaining Government product or service approvals, PGandE shall negotiate in good faith with the University appropriate commercial licenses containing reasonable terms and conditions.

b. PATENT RIGHTS

All rights to New Inventions arising from research conducted under this MASTER AGREEMENT shall belong to University and shall be disposed of in accordance with University policy as follows:

(1) If PGandE pays all direct and indirect costs of the research project, including an amount equivalent to a pro rata share of the Principal Investigator's salary, PGandE shall be given a right of first refusal to obtain an exclusive, royalty-bearing license to any patentable New Invention conceived and first actually reduced to practice during the course of the research project. Said license shall contain reasonable terms and shall require diligent performance by PGandE for the timely commercial development and early marketing of such New Invention.

(2) If PGandE does not pay all direct and indirect costs including an amount equal to the pro-rata share of the Principal Investigator's salary, and to the extent that University shall have the legal right to do so, University shall offer to PGandE a non-exclusive, royalty bearing license to any patentable New Invention conceived and first actually reduced to practice during the course of the research project. Said license shall contain reasonable terms and shall require diligent performance by PGandE for the timely commercial development and early marketing of such New Invention.

(3) If PGandE pays only a salary or stipend in support of a fellowship or research assistantship, then to the extent that the University shall have the legal right to do so, University shall consider offering a license to PGandE.

c. DISCLOSURE

University shall promptly disclose to PGandE Technical Management and Administration Interfaces designated in the individual Research Project Contract, on a confidential basis, any patentable inventions or discoveries (New Invention) which are conceived and first actually reduced to practice during the course of the research project, and PGandE shall advise the University in writing within sixty (60) days after receipt of disclosure by PGandE whether or not PGandE wishes to secure such license. If PGandE wishes to secure a license, it will be offered in accordance with Section C.5. If PGandE elects not to secure such license, rights to the New Invention disclosed hereunder shall be disposed of in accordance with University policies, with no further obligation to PGandE.

6. INDEMNIFICATION

University shall indemnify PGandE, its officers, agents and employees against all loss, damage, expense and liability resulting from injury to or death of persons, including, but not limited to, employees of PGandE or University or injury to property, including, but not limited to, damage to property of PGandE or University, provided such injury to persons or damage to property are due or claimed to be due to the negligent acts or omissions of The Regents of the University of California, its officers, employees, agents or any other person or persons under its direct supervision and control. University shall on PGandE's request defend any action, claim, or suit asserting a claim covered by this indemnity. University shall pay all costs that may be incurred by PGandE in enforcing this indemnity including reasonable attorney's fees.

In addition to the above, the University will cause its subcontractors to defend, indemnify and hold the University and PGandE harmless to the same extent as, or similar to the limits as stipulated in Section C., Paragraph 8, Insurance Requirements.

7. INCIDENTAL AND CONSEQUENTIAL DAMAGES

PGandE shall not be liable for incidental or consequential damages including, but not limited to, loss of profits, commitments to subcontractors, rental or lease agreement(s), and personal services contracts unless expressly authorized in writing by PGandE as required in Section C., Paragraph 11, TERMINATION.

8. INSURANCE REQUIREMENTS

a. WORKERS' COMPENSATION

University (Office of the President - Risk Management Department) shall furnish PGandE a certificate of Workers' Compensation Insurance or equivalent Self-Insurance indicating compliance with all applicable labor codes, acts, laws or statutes, whether federal or state. This certificate shall provide 30 days written notice to PGandE prior to cancellation, termination, alteration or material change of such insurance, or program of self insurance.

b. LIABILITY INSURANCE

University shall, at its own expense, maintain during the performance of this MASTER AGREEMENT:

(1) Business Automobile Liability Insurance, with coverages for bodily injury and property damage for owned, hired, and non-owned vehicles, with a Combined Single Limit of no less than $2,000,000 for any one occurrence.

(2) Commercial General Liability Insurance for bodily injury, property damage, and personal injury, with limits as follows:

a) General Aggregate (Other Than Product)

$10,000,000

b) Products/Complete

Operations Aggregate

$ 5,000,000

c) Personal and Advertising Injury

$ 1,000,000

d) Each Occurrence

$ 1,000,000

e) Fire Damage (any one fire)

$ 250,000

f) Medical Expense (any one person)

$ 15,000

c. ENDORSEMENTS AND ADDITIONAL INSURANCE PROVISIONS

(1) PGandE will be named as an additional insured with respect to all liabilities arising out of performance of RESEARCH PROJECT CONTRACTS under this MASTER AGREEMENT listed on the above certificate between The Regents of the University of California and Pacific Gas and Electric Company, provided such liabilities are due or claimed to be due to the negligence of The Regents, its officers, agents, employees and other persons under its direction and control only.

(2) The University will cause its subcontractor(s) in the performance of RESEARCH PROJECT CONTRACTS to obtain and keep in force, insurance identical or similar to that required in paragraph 8.b.

Such insurance shall name University and PGandE as an additional insured with respect to subcontractor's negligent acts or omissions.

(3) It is agreed that coverage is extended with respect to liability assumed by the University under contracts or agreements with PGandE.

(4) The inclusion of more than one insured under this policy shall not operate to impair the rights of one insured against another insured and the coverages afforded by this policy Shall apply as through separate policies had been issued to each insured. The inclusion of more than one insured shall not, however, operate to increase the limit of the insurer's liability.

(5) It is understood and agreed that any other insurance carried by PGandE which may be applicable, shall be deemed excess to the University's insurance provided liabilities are due or claimed to be due to the negligence of The Regents, its officers, agents, employees and other persons under its direction and control only.

(6) PGandE shall not, by reason of its inclusion under this policy, incur liability for payment of premium for this policy.

(7) In the event of reduction in coverage or cancellation of this insurance, the insurer agrees to mail 30 days advance notice of such reduction or cancellation to PGandE, 77 Beale Street, Room E-280, San Francisco, California, 94106, Attention: Manager of Insurance. A copy of all insurance documents shall also be sent to Mr. Clifford DeCuir, 345 Mission Street, Room 4822, San Francisco, California 94106.

9. VISITS AND INSPECTIONS

PGandE and any of its authorized representatives shall have the right during ordinary business hours to visit and inspect the offices of the University 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 prior arrangements are made with the University's P.I. University shall 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.

10. CONFIDENTIALITY OF PGandE PROPRIETARY DATA

In the course of performing the services under this MASTER AGREEMENT, University may have access to confidential, commercial or personal information concerning, but not limited to, technological, ratemaking, legislative, and personnel matters and practices of PGandE, its subsidiaries, affiliates, or members of the public, hereinafter called "PG& E proprietary data". PGandE will label such information with proper legend in writing. University agrees to use the same care it uses with respect to its own confidential information to prevent disclosure of any such information without the prior written approval of PGandE. This provision shall not apply to information which: 1) is in the public domain at the time of disclosure to University by PGandE or, through no fault or action on the University's part, becomes a part of the public domain subsequent to the date of receipt; 2) is known by University, as evidenced by appropriate documentation, prior to obtaining the same from PGandE; or 3) was disclosed to the University by a third party having a bona fide right to disclose same to any party.

11. TERMINATION

a. Either party may terminate this MASTER AGREEMENT or RESEARCH PROJECT CONTRACT(s) issued hereunder upon ninety (90) days written notice to the other.

b. With respect to individual RESEARCH PROJECT CONTRACT(S), if the University is either unable or unwilling to perform a RESEARCH PROJECT CONTRACT, and after the matter has been discussed between the parties, PGandE may terminate the RESEARCH PROJECT CONTRACT upon seven (7) days written notice to the University.

c. This MASTER AGREEMENT may be terminated by either party with respect to issuance of new RESEARCH PROJECT CONTRACTS. If this MASTER AGREEMENT is terminated, the terms of this MASTER AGREEMENT shall remain in effect and applicable to individual RESEARCH PROJECT CONTRACTS until the RESEARCH PROJECT CONTRACTS are completed and closed out. Termination of this MASTER AGREEMENT will not terminate individual RESEARCH PROJECT CONTRACTS unless the termination notice specifically terminates a subordinate RESEARCH PROJECT CONTRACT. Termination of RESEARCH PROJECT CONTRACT will not terminate this MASTER AGREEMENT.

d. In the event of the termination of any RESEARCH PROJECT CONTRACT hereunder, University shall be entitled to payments of all costs and uncancelable obligations incurred prior to the date of termination and reasonable closeout costs.

e. University shall not knowingly enter into any agreements, commitments, or subcontracts which would incur significant cancellation costs without prior written approval of PGandE. Such written approval is a condition precedent to the payment of any cancellation charges pertaining to such agreements, commitments, or subcontracts by PGandE. This condition may be met by University explicitly disclosing any such agreements, commitments or subcontracts in the budget proposed to PGandE, and PGandE's acceptance of the budget and issuance of a RESEARCH PROJECT CONTRACT. Any reports, drawings, or other documents resulting from effort prior to termination shall be delivered to PGandE. University shall, upon receipt of termination notice, take immediate steps to reduce the incurrence of additional cost and shall terminate any outstanding orders, subcontracts and other obligations.

f. In no event shall PGandE's financial liability exceed the contract maximum set forth in the terminated RESEARCH PROJECT CONTRACT.

12. FORCE MAJEURE

Neither PGandE nor University shall be considered in default in the performance of its obligations under this MASTER AGREEMENT, except obligations to make payments hereunder for work previously performed, to the extent that the performance of any such obligation is prevented or delayed by any cause, existing or future, which is beyond the reasonable control of the affected party. In the event either party claims that performance of its obligations was prevented or delayed by any such cause, that party shall promptly notify the other part of that fact and of the circumstances preventing or delaying performance. Such party so claiming a cause-delayed performance shall endeavor, to the extent reasonable, to remove the obstacles which preclude performance.

13. CHANGES WITHIN THE SCOPE OF A RESEARCH PROJECT CONTRACT

PGandE may, at any time, with the written mutual agreement of University, make changes within the general scope of the RESEARCH PROJECT CONTRACT, including but not limited to (a) revising the work described in the RESEARCH PROJECT CONTRACT or terminating portions thereof, or (b) revising the period or schedule of performance.

Upon mutual agreement of such notice of change, University shall immediately take all necessary steps to comply therewith and to minimize the incurrence of costs allocable to any portion of the RESEARCH PROJECT CONTRACT terminated.

If any notice of change causes an increase or decrease in the contract maximum of or the time required for performance of the RESEARCH PROJECT CONTRACT, or otherwise effects any other portion of the RESEARCH PROJECT CONTRACT, an equitable adjustment shall be made by PGandE in the contract maximum, or time of performance, or any other provisions as affected. Any request by University for equitable adjustment under this paragraph must be asserted within thirty (30) days from the date of acceptance by University of the notification of change.

14. ADDITIONAL WORK OR COST BEYOND THE SCOPE OF A RESEARCH PROJECT CONTRACT

Before proceeding with any work involving possible claims for compensation beyond the Contract maximum specified in the RESEARCH PROJECT CONTRACT, University shall submit in writing to PGandE a detailed description of the additional work and an estimate of the cost of such work. University shall provide PGandE with:

Description of work to be performed including detailed breakdown by identifiable tasks.

- Estimated cost of each task.

- Expected date of completion of each task.

University shall not proceed with any such additional work prior to receiving written authorization by Supplemental Agreement ( PGandE uses the Change Order form for this purpose) issued to the University by PGandE.

15. UNIVERSITY'S USE OF PGandE PROPERTY

All records, reports, computer programs, written procedures, and materials, documents, or data in whatever form provided by PGandE for University's use in performance of services under this MASTER AGREEMENT remain the property of PGandE and shall be returned to PGandE immediately upon completion of University's use or upon written request by PGandE.

16. DELIVERY AND RETENTION OF RESEARCH RECORDS

To the extent PGandE does not otherwise specifically request delivery of records or results, University agrees to retain all records and results of work performed under a RESEARCH PROJECT CONTRACT for a period of not less than two years from the date the final report is submitted to PGandE. At PGandE's request, University will deliver a copy of any or all original field notes, investigative notes, tests, photographs, records, calculations, summaries, reports, and records produced and collected in the course of the work performed under the RESEARCH PROJECT CONTRACT. The University will provide copies, upon PGandE request, up to a cost of $50.00. Should the cost exceed $50.00, an amount to cover the cost of providing copies will be negotiated at that time.

17. AUDIT RIGHTS

University shall maintain, preserve, and make available for inspection, audit and reproduction, up to two years following the submission of the final invoice, the books, records, agreements and other documents used in documenting any direct costs incurred and billed to PGandE during the performance of a RESEARCH PROJECT CONTRACT. The indirect costs charged to PGandE will be at rates calculated in accordance with Federal Government regulation, audited and negotiated with the cognizant Federal Government Audit Agency and approved by the University Board of Regents for use with all sponsors. The indirect cost rates will not be subject to audit or negotiation by PGandE. In addition, University shall include similar audit right provisions for University and PGandE in all cost reimbursement contracts over $100,000 which transfer a part of the substantive work to subcontractors.

If any such audit reveals any inaccuracies in the billings, the necessary adjustment shall be made promptly by either party.

18. PUBLIC TESTIMONY

It is further agreed between the parties that if requested by PGandE, and if the University Principal Investigator remains in the employ of the University and is available at the time of the request, he/she shall provide testimony in their individual capacity, not as an employee of the University, before the California Public Utilities Commission or any other public agency to substantiate the data, reports, or materials supplied to PGandE. Reasonable fees for such testimony will be negotiated at that time.

19. EQUAL OPPORTUNITY REGULATIONS

During the performance of this MASTER AGREEMENT and to the extent that Federal Equal Opportunity regulations may be applicable to this MASTER AGREEMENT, the University agrees to comply with all provisions of those orders and regulations included by summary or reference in the following paragraphs. Reference to Contracts below shall mean RESEARCH PROJECT CONTRACTS.

a. EQUAL OPPORTUNITY AGREEMENT, Executive Order No. 11246 of September 24, 1965

(Contracts exceeding $10,000) Provides that University shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin and further that University shall take affirmative action to ensure that applicant and employees are treated without regard to their race, color, religion, sex, or national origin.

b. CERTIFICATION OF NONSEGREGATED FACILITIES, Subpart 22.810(1), Federal Acquisition Regulations

(Contracts exceeding $10,000) University shall not maintain or provide segregated facilities for its employees and will not permit its employees to perform their services at any location under its control where segregated facilities are maintained.

c. LISTING OF EMPLOYMENT OPENINGS, Executive Order No. 11701

(Contracts of $10,000 or more) University shall list employment openings with the Employment Development Department in accordance with the Veterans Employment and Readjustment Act of 1972 and Executive Order No. 11701. The contract clause set forth in Federal Acquisition Regulation 52,222-35 is incorporated herein by reference.

d. UTILIZATION OF SMALL BUSINESS CONCERNS AND SMALL DISADVANTAGED BUSINESS CONCERNS (JUNE 1985)

(Contracts exceeding $10,000) It is the policy of the Government that Small Business Concerns and Small Disadvantaged Business Concerns shall have the maximum practicable opportunity to participate in the performance of Government contracts. University agrees to use its best efforts to carry out this policy in the award of its subcontracts to the fullest extent consistent with the efficient performance of this Agreement.

e. EMPLOYMENT OF THE HANDICAPPED, Section 741.3, Rehabilitation Act of 1973

(Contracts exceeding $2,500) The affirmative action clause in Federal Acquisition Regulation 52.222-36 and the regulations contained in Part 741 of the Rehabilitation Act of 1973 are incorporated by reference in this Agreement.

f. FILING EEO-1 FORMS AND PREPARING AFFIRMATIVE ACTION PLAN

(Contracts of $50,000 or more) If the value of this Agreement is $50,000 or more and the University has 50 or more employees, the University agrees to file appropriate EEO-1 forms in accordance with existing regulations and maintain a current written affirmative action compliance program at each establishment at which University has 50 or more employees.

g. VIETNAM ERA VETERANS READJUSTMENT ASSISTANCE, Act of 1972, Title 41, Chapter 60, Part 250

(Contracts of $10,000 or more) The affirmative action clause and the regulations pertaining to the employment of disabled veterans and veterans of the Vietnam Era are incorporated by reference in this Agreement.

20. COMPLIANCE WITH LAWS

University shall comply with all applicable federal, state, and local laws, rules, and regulations and shall obtain all applicable licenses and permits for the conduct of its business and the performance of the work called for in this MASTER AGREEMENT.

21. CHOICE OF LAWS

This MASTER AGREEMENT shall be construed and interpreted in accordance with the laws of the State of California excluding any choice of law rules which may direct the application of the laws of another jurisdiction.

22. NONWAIVER

The waiver by either party of any breach of any term, covenant, or condition contained in this MASTER AGREEMENT or any default in the performance of any obligations under this MASTER AGREEMENT shall not be deemed to be a waiver of any other breach or default of the same or any other term, covenant, condition, or obligation. Nor shall any waiver of any incident of breach or default constitute a continuing waiver of same.

23. ENFORCEABILITY

In the event that any of the provisions or the application of any of the provisions of this MASTER AGREEMENT are held to be illegal or invalid by a court of competent jurisdiction, PGandE and University shall negotiate an equitable adjustment in the provisions of this MASTER AGREEMENT with a view toward effectuating the purpose of this MASTER AGREEMENT. The illegality or invalidity of any of the provisions or the application of any of the provisions of this MASTER AGREEMENT shall not affect the legality or enforceability of the remaining provisions of the MASTER AGREEMENT.

24. INTEGRATION

This MASTER AGREEMENT contains the entire agreement and understanding between the parties as to the subject matter of the MASTER AGREEMENT. It merges and supersedes all prior or contemporaneous agreements, commitments, representations, writings, and discussions between University and PGandE, whether oral or written, and has been induced by no representations, statements, or agreements other than those expressed herein. Neither University nor PGandE shall be bound by any prior or contemporaneous obligations, conditions, warranties, or representations with respect to the subject matter of this MASTER AGREEMENT.

For the University of California:

David F. Mears

University Contracts and Grants

Coordinator

For Pacific Gas and Electric Company:

PACIFIC GAS AND ELECTRIC COMPANY PAGE 25

Gregor M. Rueger

Vice President - Electric

Resources Planning and

Development


PGandE Contract No.

RESEARCH PROJECT CONTRACT

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA (UNIVERSITY) and PACIFIC GAS AND ELECTRIC COMPANY, 77 Beale Street, San Francisco, CA 94106 (PGandE), a California Corporation, agree as follows

I. GENERAL CONDITIONS

This RESEARCH PROJECT CONTRACT is issued pursuant to and incorporates the terms of the MASTER AGREEMENT between the University and PGandE dated

II. SPECIFIC CONDITIONS

A. SCOPE OF WORK

University shall perform the work described below and, except as otherwise provided, shall furnish all labor, equipment, and materials required.

B. WORK SCHEDULE

University's Services shall start on ___ and be completed by ___.

C. LOCATION

University's services shall be performed at ___.

D. INTERFACE (Representatives of PGandE and the University) For PGandE:

Technical Management

Administration

Mr. Clifford J. DeCuir

Pacific Gas and Electric Company

Engineering Contracts Section

345 Mission Street, Room 4822

San Francisco, CA 94106

Telephone: 415/972-1043

For University:

Technical Management

(Principal Investigator)

Administration

(Contract and Grant Officer)

E. QUALITY ASSURANCE Not applicable

III. CONSIDERATION

A. PAYMENT AND BUDGET

1. Cost Reimbursement Provision

As full consideration for performance of the Scope of Work, PGandE will pay University on a time and expense (cost reimbursement) basis in accordance with this Contract. The Contract maximum is $____ which shall not be exceeded without the prior written authorization of PGandE. This Contract amount shall be inclusive of all taxes incurred.

The budget agreed to for the Scope of Work is in Attachment A, which is made a part of this contract. It is understood that the budget is a sum to be applied to performance of the work and that the University may reallocate amounts within the total sum as required to perform the work.

- Or -

2. Fixed Price Provision

As full consideration for performance of the Scope of Work, PGandE will pay University a fixed price of $____. This amount shall not be exceeded without the prior written authorization of PGandE. This fixed-priced amount shall be inclusive of all taxes incurred. The estimated budget supporting the fixed price is in Attachment A.

B. TERMS OF PAYMENT

All payments will be made, subject to PGandE approval, within thirty (30) days after receipt of an invoice prepared in accordance with University procedures.

Payment will be

C. INVOICE INSTRUCTIONS

University shall send invoices for each payment, showing Contract number, to.'

Mr. Clifford J. DeCuir

PACIFIC GAS AND ELECTRIC COMPANY

345 Mission Street, Room 4822

San Francisco, CA 94106