This Agreement is entered into between the United States of America, hereinafter called the Government, represented by the U.S. Army Research Laboratory (ARL) , and SatCon Technology Corp. , pursuant to and under U.S. Federal Law

 

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Table of Contents

 

ARTICLES
Article 1	Scope of the Agreement
Article 2	General Definitions
Article 3	Program Management
Article 4	Staff Rotation
Article 5	Fiscal Management
Article 6	Agreement Administration
Article 7	Term of the Agreement
Article 8	Administrative Responsibility
Article 9	Public Release or Dissemination of Information
Article 10	Patent Rights
Article 11	Entire Agreement
Article 12	Governing Law/Order of Precedence
Article 13	Waiver of Rights
Article 14	Use of Technical Facilities
Article 15	Metric System of Measurement
Article 16	Liability
Article 17	Non-Assignment
Article 18	Severability
Article 19	Force Majeure
Article 20	Notices
Article 21	Performance by Foreign Nationals
ATTACHMENTS
Attachment 1	Standard Terms and Conditions for For-Profit Entities
Attachment 2	National Policy Requirements
Attachment 3	Other Certifications
Attachment 4	Annual Program Plan & Budget
Attachment 5	Reporting Requirements

 

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ARTICLE 1    Scope of the Agreement

 

1.1 Introduction

 

This Agreement is a “Cooperative Agreement” (31 USC 6305) and is awarded pursuant to 10 USC 2358 Research Projects.  The Parties agree that the principal purpose of this Agreement is for SatCon Technology Corp., hereinafter referred to as the “Recipient,” to provide its best research efforts in the support and stimulation of applied research and not the acquisition of property for the direct benefit or use of the Government.  FAR and DFARS apply only as specifically referenced herein.  This Agreement is not intended to be, nor shall it be construed as, by implication or otherwise, a partnership, a corporation, or other business organization.

 

1.2 Background and Vision Statement

 

The U.S. Army Research Laboratory (ARL) Sensors and Electron Devices Directorate (SEDD) works in many areas crucial to the success of the future Army, providing fundamental research to give commanders real-time situational awareness; rapid and precise discrimination and targeting; highly compact, lightweight energy sources; as well as mitigating techniques for use against hostile enemy threats.

 

SatCon will perform its best research to systematically investigate the design, optimization, performance limits, and technology barriers of high-power power conversion systems for future Army applications. This effort will target (but is not limited to) power conversion systems in the 500 kW output power class with nominal input voltages of 600 VDC. Topic areas covered by this effort include, but are not limited to: optimization of circuit topology, optimization of control strategies, identification of component technologies, evaluation and design of thermal management systems, evaluation and design of advanced packaging concepts, failure analysis and repair, and power conversion system development.

 

1.3 Goals/Objectives

 

The recipient shall participate in a program of coordinated research, development, and education with ARL in accordance with the Annual Program Plan, which sets forth the specific goals and objectives for the program for each program period.  The Annual Program Plans will be provided as attachments to this Agreement.  The recipient shall also comply with the reporting requirements set forth in Attachment 5.

 

                                                The Government will have continuous involvement with the recipient.  The Government will also obtain access to the research results and certain rights in data, computer codes developed, and patents pursuant to Article 10 and Attachment 1 to this agreement.  The Government and the Recipient are bound to each other by a duty of good faith and best research effort in achieving the goals of the Program.

 

                                                As a condition of this Agreement, it is herein understood and agreed that Federal funds are to be used only for costs that: (1) a reasonable and prudent person would incur, in carrying out the advanced research project herein; and (2) are consistent with the purposes stated in governing Congressional authorizations and appropriations.

 

ARTICLE 2    General Definitions

 

In addition to the Definitions set forth at 32 CFR 34.2, the following definitions apply to this Agreement:

 

2.1 Recipient  — An organization or other entity receiving a grant or cooperative agreement from a DoD Component.  For purposes of this Agreement, the Recipient is SatCon Technology Corp.

 

2.2 Party  — For purposes of this Agreement, the parties are ARL and the Recipient.

 

2.3 Cooperative Agreement Manager (CAM) — Is the Government’s technical representative from ARL charged with the overall responsibility of management and guidance of the cooperative agreement.

 

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2.4 Grants Officer — Is the Government’s principal point of contact for all administrative, financial or other non-technical issues arising under the Agreement.

 

2.5 Agreements Administrator – The Agreements Administrator has authority to administer Cooperative Agreements and, in coordination with the Grants Officer, make determination and findings related to delegated administration functions.

 

2.6 Recipient Program Manager (RPM) — The RPM is the Recipient’s technical representative charged with the Recipient’s overall responsibility of management and guidance of the cooperative agreement.

 

2.7 Annual Program Plan (APP) and Budget — Is the annual baseline document which details the scope, schedule, principal investigator(s), collaboration, staff rotation, and educational opportunities for the research activities.  It also includes the financial expression of the project, which serves as the resource allocation/commitment for the research activities.  The Budget shall include the sum of both Federal and non-Federal shares, as appropriate.

 

ARTICLE 3    Program Management

 

3.1 ARL Cooperative Agreement Manager (CAM).    The ARL Cooperative Agreement Manager (CAM) is:

 

Dr. Wes Tipton

U.S. Army Research Laboratory

ATTN:  AMSRD-ARL-SE-DP

2800 Powder Mill Road

Adelphi, MD 20783-1197

Phone: (301) 394-5209

Fax No.: (301) 394-0310

Email Address: wtipton@arl.army.mil

 

3.2 Recipient Program Manager (RPM).    The Recipient Program Manager (RPM) is:

 

Mr. Laban (Ted) Lesster

SatCon Technology Corporation

27 Drydock Avenue

Boston, MA 02210-2377

Phone: (410) 694-0447

Fax: (410) 859-1702

Email: ted.lesster@satcon.com

 

3.3 Cooperative Agreement Manager (CAMC). – The ARL CAM is responsible for the overall management and guidance of the cooperative agreement.  The CAM, together with the RPM will form the Cooperative Agreement Management Committee (CAMC).  Other advisory members may be added by either the CAM, or the RPM, by mutual agreement, when their presence will prove beneficial to the research. The CAMC will prepare and approve the Annual Program Plan.

 

3.4 Management and Program Structure – The CAMC shall be responsible for the management and integration of the party’s collaborative efforts under this agreement including programmatic, technical and reporting.

 

3.5 Annual Program Planning Process – The APP shall serve as the annual baseline document, which details the scope, schedule, principal investigator(s), staff rotation, educational opportunities, and resource allocation/commitment of the research activities. Along with the APP, the Recipient shall include a list of foreign nationals proposed to perform during the period in accordance with the notification required by Article 21.  This list shall be updated as necessary during the course of the year. The Annual Program Plan for year 1 will be incorporated under the Agreement as Attachment 4 at time of award.

 

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Beginning 6 months after initial award, the RPM and ARL CAM will collaborate and prepare the Annual Program Plan (APP) for year 2. Within 10 days of submission, the Grants Officer, in conjunction with the RPM and ARL CAM, will approve the APP and associated budget for year 2. This process shall continue for the length of the Agreement. As part of this process, one or more site visits may be required. In addition, the ARL CAM or his representatives will have the right to make visits as needed during the year to assess or coordinate performance.

 

During the course of performance, if it appears that research milestones will not be met, the RPM will provide a proposed adjustment to the APP for approval by the ARL CAM.  In addition, the ARL CAM may from time to time request that additional research be added to the APP.

 

ARTICLE 4 Staff Rotation and On-Site Collaboration

 

4.1  Salary and Travel Costs .  All salary and travel costs associated with the rotation of government personnel will be borne by the Government.  All salary and travel costs associated with staff rotation or on-site collaboration of recipient personnel will be paid for with funding provided under this agreement.

 

4.2  Host Facility Regulations.   All personnel in rotational assignments or on-site collaboration are required to comply with the safety, environmental, security, and operational regulations or requirements of the host facility.

 

4.3  Administrative Support.   The host facility will provide adequate office space, communications connections, administrative support, and office supplies, if available, for researchers in long-term rotational assignments.  Should it become necessary to procure equipment to facilitate a rotational assignment, the Annual Program Plan should reflect the need for said equipment, and the costs will be borne under the cooperative agreement.

 

ARTICLE 5    Fiscal Management

 

5.1  Allocation of Recipient Funds

 

5.1.1  Restrictions on the Use of Government Funds.   Government funds provided under this Agreement must be allocated by the Recipient exclusively for the execution and operation of the APP or Agreement Scope.  Government funds shall not be utilized to support the Recipient’s operations or administration unrelated to this Agreement.

 

5.1.2 Obligation.   In no case shall the Government’s financial obligation exceed the amount obligated on this Agreement or by amendment to the Agreement.  The total Government funding amount estimated for performance of this Agreement is $2,865,417.00, subject to the availability of funds.  The amount of Government funds allotted and available for payment is $874,784.00.  It is estimated that such funds shall be sufficient to cover performance through twelve (12) months from date of agreement award.  The Government is not obligated to reimburse the Recipient for expenditures in excess of the amount of obligated funds allotted by the Government.

 

5.1.3 Incremental Funding.   The Government may obligate funds to this Agreement incrementally.  In the event that this Agreement is funded incrementally, the Government anticipates that from time to time additional amounts will be allotted to this agreement by unilateral modification, until the total amount for performance of this Agreement has been funded.  To minimize interruption of effort due to lack of funds, the Recipient shall notify the Grants Officer in writing whenever the amount of funds obligated under this agreement when added to anticipated costs in the next 60 days will exceed 75% of the amount allotted.

 

5.1.4 Payments

The Recipient shall submit an original and two (2) copies of all vouchers (SF 270 “Request for Advance or Reimbursement”) to the Agreement Administrator for payment approval. The Recipient shall submit separate vouchers for each CLIN and clearly designate the appropriate CLIN on the voucher.  After written verification of progress towards or achievement of the research milestones by the CAM, and approval by the Agreement

 

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Administrator, the vouchers will be forwarded to the payment office within ten (10) calendar days of receipt of the voucher.  The Payment Office will make payments via EFT within 20 calendar days of receipt of transmittal.

 

Payments will be made no more frequently than monthly and will be based on reimbursement of actual expenditures as monitored against the Budget Plan contained in the APP.  Once the CAM has verified that the Recipient has expended best efforts towards the successful achievement of the research goals, payment will be authorized.

 

ARTICLE 6    Agreement Administration

 

6.1  Modifications to this Agreement.   Any Party who wishes to modify this Agreement shall, upon reasonable notice of the proposed modification to the other Party, confer in good faith with the other Party to determine the desirability of the proposed modification.  Modifications shall not be effective until a written modification is signed by the Agreement signatories or their successors.  Administrative modifications may be unilaterally executed by the Grants Officer or by the Agreements Administrator.

 

6.2  Requirements for Approval for Changes to the Program Budget and Annual Program Plan.   This provision highlights Agency decisions on the terms and conditions of 32 CFR 32.25 and 32 CFR 34.15 as applicable.  During the course of performance, the Grants Officer, in coordination with the CAM, will have approval authority for certain specific changes to the APP including but not limited to:

 

a. Changes in the scope or the objective of the program, APP, or research milestones;

 

b. Change in the key personnel specified in the proposal or award document;

 

c. The absence for more than three months, or a 25% reduction in time devoted to the project, by the approved project director or principal investigator;

 

d. The need for additional Federal funding;

 

e. The inclusion of pre-award costs.  All such costs are incurred at the Recipient’s risk;

 

f. Any sub-award, transfer, or contracting out of substantive program performance under an award, unless described in the application and funded in the approved awards.

 

6.3  No-Cost Period of Performance Extension .  In accordance with the DoD Grant and Agreement Regulations (DoD 3210.6-R), the Recipient may initiate a request for a one-time, no-cost extension to the period of performance.  The request may not include additional Federal funds, nor change the approved objectives or scope of the program.

 

ARTICLE 7    Terms of the Agreement, Suspension, and Termination

 

7.1        Term of the Agreement.   The basic term of this Agreement shall commence upon the effective date and continue through thirty-six (36) months, subject to the availability of funds.

 

ARTICLE 8    Administrative Responsibility

 

8.1 The Agreements Office

 

U.S. Army RDECOM Acquisition Center

Research Triangle Park Division

ATTN: AMSRD-ACC-R

 

For FedEx etc. use:

4300 S. Miami Blvd

 

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Durham, NC 27703

 

For USPS use:

P.O. Box 12211

Research Triangle Park, NC 27709

 

Grants Officer: Patricia J. Fox

Phone: (919) 549-4272

Fax: (919) 549-4373

Email: patricia.fox@us.army.mil

 

Agreement Specialist: Richard Burkes

Phone: (919) 549-4295

Fax: (919) 549-4373

Email: richard.burkes@us.army.mil

 

8.2 Agreement Administrator

 

DCMA Boston

495 Summer Street

Boston, MA 02210-2138

 

8.3 The Recipient Address and Point of Contact

 

Danny Wong

SatCon Technology Corporation

27 Drydock Avenue

Boston, MA 02210-2377

Phone: (617) 897-2459

Fax: (617) 897-2427

Email: danny.wong@satcon.com

 

8.4 The Payment Office

 

DFAS COLUMBUS CENTER – HQ0337

DFAS-CO/NORTH ENTITLEMENT OPERATIONS

P.O. Box 182266

Columbus, OH 43218-2266

 

8.5 Address of Payee

 

SatCon Technology Corporation

27 Drydock Avenue

Boston, MA 02210-2377

 

ARTICLE 9    Public Release or Dissemination of Information

 

9.1 Open Publication Policy.   Notwithstanding the reporting requirements of this Agreement, parties to this Agreement favor an open-publication policy to promote the commercial acceptance of the technology developed under this Agreement, but simultaneously recognize the necessity to protect proprietary information.

 

9.2  Prior Review of Public Releases.   The Parties agree to confer and consult with each other prior to publication or other disclosure of the results of work under this Agreement to ensure that no classified or proprietary information is released.  Prior to submitting a manuscript for publication or before any other public disclosure, each

 

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Party will offer the other Party ample opportunity (not to exceed 60 days) to review such proposed publication or disclosure, to submit objections, and to file application letters for patents in a timely manner.

 

9.3  Publi