EXHIBIT 10.1


 


COOPERATIVE AGREEMENT


 


 


BETWEEN


 


 


SatCon Tecnology Corporation


(The Recipient)


 


 


AND


 


 


US Army Research
Laboratory


 


 


CONCERNING


 


 


Power Conversion Systems for Future
Army Applications


 


 


Agreement No.: W911NF-05-2-0020


Total Estimated Amount of
the Agreement: $2,865,417.00


Total Estimated
Government Funding of the Agreement: $2,865,417.00


 


CLIN 0001 is hereby
established in the amount of $275,000.00 and CLIN 0002 is hereby established in
the amount of $599,784.00.  CLIN 0001 and
CLIN 0002 are funded as set forth below. Additional CLINs may be established,
subject to the availability of funds, up to the Total Estimated Amount of the
Agreement set forth above.


 


Government Funds
Obligated: $874,784.00


Authority:  10 U.S.C. 2358


 


Accounting and Appropriation
Data:


ACRN
AA:


	
  (1) 
  Appropriation No.:

  	
   

  	
  21 5 2040 0000 0
  6N 6N7C 622120H1600 255Y

  
	
   

  	
   

  	
  ANDP00
  W71B7J5038M102 5NX1XX S18129

  
	
  (2) Requisition
  No.:

  	
   

  	
  W71B7J-5038-M102

  
	
  (3) Amount:

  	
   

  	
  $275,000.00

  
	
  (4) Applicable
  CLIN:

  	
   

  	
  000101

  
	
   

  	
   

  	
   

  
	
  ACRN AB:

  	
   

  	
   

  
	
  (1) 
  Appropriation No.:

  	
   

  	
  21 5 2040 0000 0
  6N 6N7E 622601H9111 255Y

  
	
   

  	
   

  	
  4RHE00
  MIPR5EARL2B101 52B101 S20113

  
	
  (2) Requisition
  No.:

  	
   

  	
  W71B7J-5038-M101

  
	
  (3) MIPR
  No.:

  	
   

  	
  MIPR5EARL2B101

  
	
  (4) Amount:

  	
   

  	
  $599,784.00

  
	
  (5) Applicable
  CLIN:

  	
   

  	
  000201

  



 


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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


 


6





















 


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


 


7





















 


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


 


8





















 


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  Publication Legend. 
It is herein agreed that except for the disclosure of basic information
regarding this Agreement such as membership, purpose and a general description
of the technical work, the Recipient will submit all proposed public releases
to the ARL cooperative Agreement Manager for comment prior to release.  Public releases include press releases,
specific publicity or advertisement, and articles for proposed publication or
presentation.  In addition, articles for
publication or presentation will contain an acknowledgement of support and a
disclaimer.  This should be included to
read as follows.  These statements may be
placed either at the bottom of the first page or at the end of the
paper.  “Research was sponsored by the
Army Research Laboratory and was accomplished under Cooperative Agreement
Number W911NF-05-2-0020.  The views and
conclusions contained in this document are those of the authors and should not
be interpreted as representing the official policies, either expressed or
implied, of the Army Research Laboratory or the U.S. Government.  The U.S. Government is authorized to
reproduce and distribute reprints for Government purposes notwithstanding any
copyright notation heron.”


 


ARTICLE 10    Intellectual
Property


 


In addition to the
Intellectual Property Rights contained in 32 CFR 34.25, incorporated by reference
into this Agreement, the participants recognize that this program may result in
intellectual property that is generated by the Recipient or Sub-Recipient
personnel and Government personnel. 
Should this occur, the parties agree to use their best efforts to
mutually agree to an equitable distribution of property rights and distribution
of filing fees or other administrative costs.  Should the parties reach an impasse in
determining the distribution of property rights, the parties shall resort to
the Disputes, Claims, and Appeals Process as set forth at 32 CFR
22.815.


 


ARTICLE 11   
Entire Agreement


 


This
Agreement along with all Attachments constitutes the entire agreement between
the parties concerning the subject matter hereof and supersedes any prior
understandings or written or oral agreement relative to said matter.  In the event of a conflict between the terms
of the Agreement and its attachments, the terms of the Agreement shall govern.


 


ARTICLE 12    Governing Law/Order of Precedence


 


The
Agreement shall be enforced in accordance with applicable federal law and
regulations, directives, circulars or other guidance as specified in this
Agreement.  When signed, this Agreement
shall become binding on the Recipient and the Government to be administered in
accordance with the DoD Grant and Agreement
Regulations as they apply to the particular recipient or sub-recipient
concerned.  In the event a conflict
exists between the provisions of this Agreement and the applicable law,
regulations, directives, circulars or other guidance, the Agreement provisions
are subordinate.


 


ARTICLE 13   
Waiver of Rights


 


 Any waiver of any requirement contained in
this Agreement shall be by mutual agreement of the parties hereto.  Any waiver shall be reduced to writing and a
copy of the waiver shall be provided to each Party.  Failure to insist upon strict performance of
any of the terms and conditions hereof, or failure or delay to exercise any
rights provided herein or by law, shall not be deemed a waiver of any rights of
any Party hereto.


 


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ARTICLE 14   
Use of Technical Facilities


 


To the
maximum extent practical, the Recipient agrees to use the technical reference
facilities of the Defense Technical Information Center, 8725 John J. Kingman
Road, Suite 0944, Ft. Belvoir, VA 
22060-6218 (Internet address: http://www.dtic.mil) and all other
sources, whether United States Government or private, for purpose of surveying
existing knowledge and avoiding needless duplication of scientific and
engineering effort.


 


ARTICLE 15   
Metric System of Measurement


 


The
Metric Conversion Act of 1975 as amended by the Omnibus Trade and
Competitiveness Act of 1988 and implemented by Executive Order 12770 gives
preference to the metric system.  The
Recipient shall ensure that the metric system is used to the maximum extent
practicable in performance of this Agreement.


 


ARTICLE 16   
Liability


 


No Party to this
Agreement shall be liable to any other Party for any property of that other
Party consumed, damaged, or destroyed in the performance of this Agreement,
unless it is due to the negligence or misconduct of the Party or an employee or
agent of the Party.


 


ARTICLE 17  
Non-Assignment


 


This
Agreement may not be assigned by any Party except by operation of law resulting
from the merger of a party into or with another corporate entity.


 


ARTICLE 18  
Severability


 


If any
clause, provision or section of this Agreement shall be held illegal or
invalid by any court, the invalidity of such clause, provision or section shall
not affect any of the remaining clauses, provisions or sections herein and this
Agreement shall be construed and enforced as if such illegal or invalid clause,
provision or section had not been contained herein.


 


ARTICLE 19  
Force Majeure


 


Neither
Party shall be in breach of this Agreement for any failure of performance
caused by any event beyond its reasonable control and not caused by the fault
or negligence of that Party.  In the
event such a force majeure event occurs, the Party unable to perform shall
promptly notify the other Party and shall in good faith maintain such partial
performance as is reasonably possible and shall resume full performance as soon
as is reasonably possible.


 


ARTICLE 20   Notices


 


All
notices and prior approvals required hereunder shall be in writing and shall be
addressed to the parties identified on the Agreement cover page and Article 8.  Notices shall be effective upon signature of
the Grants Officer.


 


ARTICLE 21  FOREIGN NATIONALS PERFORMING UNDER AGREEMENT


 


In accordance with 8
U.S.C. 1324a, it is unlawful to hire for employment in the U.S. an individual
without verifying that individual’s employment authorization.  8 CFR 274a.2 VERIFICATION OF EMPLOYMENT
ELIGIBILITY identifies the official documents that establish employment
eligibility.


 


10





















 


Prior to performance of
work by a foreign national as a result of this agreement, the employer shall
provide the Grants Officer the name of the foreign national and identify the
type of form(s) produced for verification of employment status.  Should the foreign national’s performance
require access to DoD facilities, the employer shall
coordinate with the sponsor providing access, in order to submit the following:


 


1. Individual’s Name


2. Citizenship


3. Date and Location of
the Visit


4. Purpose of the Visit


5. Passport Number


6. Employer’s
Verification of Work Authorization


 


 


11





















 


ATTACHMENT 1   
Standard Terms and Conditions Applicable to For-Profit Entities


 


Department of Defense Grant and Agreement Regulations  (DoDGARS)


DoD 3210.6-R and 32 CFR Parts 21-37


 


Award, administration,
and performance under this agreement is subject to the
requirements of the DoD Grant and Agreement Regulations (32 CFR Parts 21 –
37).  The following references indicate
the awarding agency’s decision on specific issues.


 


32 CFR 34.1(b)(2)(ii) Sub-Awards


For-profit organizations
that receive prime awards covered by this part shall apply to each sub-award
the administrative requirements that are applicable to the particular type of
sub-recipient (see 32 CFR parts 32 and 34)


 


32 CFR 34.11 Standards for Financial Management
Systems


The Agency does not
guarantee or insure the repayment of money borrowed by the Recipient (see section 11(b)).  Fidelity bond coverage is not required (see section 11(c)).


 


32 CFR 34.12 Payment


This Agreement will
employ the reimbursement method of payment (see 32 CFR 34.12(a)(1)).  This Agreement
does not provide for advance payments (see section 12(a)(2)).  (See Article 5, subparagraphs 5.1.2
through 5.1.4).  See Article 5 –
Fiscal Management for specifics concerning the payment process.


 


32 CFR 34.13 Cost Share or Match


This provision is
applicable only if cost share or match is proposed.  Should cost share or match be included, the
parties to this agreement will mutually agree to its allowability, valuation,
and necessary documentation.


 


32 CFR 34.14 Program Income


Should this agreement
result in the generation of program income, the recipient shall account for
said funds, add them to the funds committed to the project, and they shall be
used to further the program objectives. 
The recipient shall have no obligation to the Government for program
income earned after the expiration of the program.  Costs incident to the generation of program
income may be deducted from gross income to determine program income, provided
these costs have not been charged to the award document.  The Patent and Trademark Amendments (35
U.S.C. Chapter 18) apply to inventions made under this award.


 


32 CFR 34.15 Revision of Budget/Program Plans


See Article 6 of
this agreement.


 


32 CFR 34.16  Audit


For profit Recipient(s)
of this award are required to submit audit reports to the following address:


 


	
  Grants Officer:
  Patricia J. Fox

  	
   

  	
  Agreement
  Administrator:

  
	
  Phone: (919) 549-4272

  	
   

  	
  DCMA Boston

  
	
  Fax: (919) 549-4373

  	
   

  	
  495 Summer
  Street

  
	
  Email:
  patricia.fox@us.army.mil

  	
   

  	
  Boston, MA 02210-2138

  
	
   

  	
   

  	
   

  
	
  DCAA Boston
  Branch Office

  	
   

  	
  Other:

  
	
  101 Merrimac
  St., Suite 82

  	
   

  	
  Audit reports
  may be requested from the DoD

  
	
  Boston, MA 02114-4719

  	
   

  	
  Inspector
  General, or any of the Department of Army

  
	
   

  	
   

  	
  Policy
  directorates.

  



 


12





















 


32 CFR 34.17 Allowable Costs


The For-Profit costs
principles in 48 CFR parts 31 and 231 (Federal Acquisition Regulation and
Defense Acquisition Regulations Supplement) as well as the supplemental
information on allowability of audit costs in the 32 CFR 34.16(f) are
applicable.


 


32 CFR 34.18 Fee/Profit


This Agreement does not
provide for the payment of fee/profit to the recipient or subrecipients.


 


32 CFR 34.20 through 34.25 Property Standards


For-Profit Recipients may
only purchase real property and equipment under this Agreement with the prior
approval of the Grants Officer. 
Government approved Program Plans that include a budget indicating real
property or equipment purchases will provide sufficient evidence of the
required Grants Officer approval.


The Recipient receives
conditional title to all real property and equipment purchased under this
Agreement.  ARL reserves the right to
transfer title to any and all equipment or real property purchased under this
Agreement to the Federal Government or to eligible third parties upon
conclusion of this Agreement.


For-Profit organizations
other than small business concerns shall comply with 35 U.S.C. 210(c ) and Executive Order 12591 (3 CFR, 1987 Comp., p.220)
which codifies a Presidential Memorandum on Government Patent Policy dated February 18,
1983.


ARL reserves the right to
obtain, reproduce, publish, or otherwise use for Federal Government purpose the
data first produced under this award, and authorize others to receive,
reproduce, publish, or otherwise use such data for Federal purposes.


 


32 CFR 34.30 through 34.31 Procurement Standards


ARL reserves the right to
review prior to award procurement documents such as request for proposals, or
invitations for bids, independent cost estimates etc., during performance under
this award. (see 32 CFR 34.31(b))


 


32 CFR 34.41  Reports


See Attachment 5 of this
Agreement.


 


32 CFR 34.42  Records


 


32 CFR 34.50 through 34.52 Termination and Enforcement


In addition to the
termination processes set forth at 32 CFR 34.51, this Agreement may also be
terminated by the Grants Officer should available funds be insufficient to
accomplish the goals or intent of the Agreement, or other convenience of the
Government.


 


32
CFR 22.815 Claims, Disputes and Appeal


The Agency and Recipient
will employ Alternative Dispute Resolution to resolve issues which arise during
the performance of agreement.  The Agency
and Recipient recognize that disputes arising under this agreement are best
resolved at the local working level by the parties directly involved.  All Parties are encouraged to be imaginative
in designing mechanisms and procedures to resolve disputes at this level.  Any dispute arising under the agreement,
which is not disposed of by agreement of the parties at the working level shall
be submitted jointly to a senior manager of Agency and Recipient or their
designee(s) for resolution (see section 815(c)(2)).  The Grant Appeal Authority is the Director of
Agency (see section 815(e)(2)).  Pending the resolution of any dispute or
claim pursuant to this Article, the Parties agree that performance of all obligations
shall be pursued diligently in accordance with the Agreement.


 


32 CFR 34.61 through 34.63  After-the-Award Requirements


Appendix A to Part 34
– Contract Provisions


All contracts awarded by
the Recipient, including those for amounts less than the simplified acquisition
threshold, shall contain the following provisions as applicable:


 • Equal Employment Opportunity
(E.O. 11246, as amended by E.O. 11375, and supplemented by 41 CFR Chapter 60)


 • Copeland “Anti-Kickback”
Act (18 U.S.C. 874 and 40 U.S.C. 276c)


 • Contract Work Hours and Safety
Standards Act (40 U.S.C. 327-333)


 


13





















 


 • Rights to Inventions Made
Under a Contract, Grant, or Cooperative Agreement (37 CFR Part 401)


 • Clean Air Act (42 U.S.C. 7401
et seq.) and the Federal Water Pollution Control Act (33 U.S.C. 1251 et. seq.)


 • Byrd Anti-Lobbying Amendment
(31 U.S.C. 1352)


 • Debarment and Suspension
(E.O.s 12549 and 12689)


 


14





















 


ATTACHMENT
2    National Policy Requirements


National Policy Requirements


 


By signing this Agreement
or accepting funds under this Agreement, the recipient assures that it will
comply with applicable provisions of the national policies on the following
topics:


 


1.
Nondiscrimination


 


a.  On the basis of race,
color, or national origin, in Title VI of the Civil Rights Act of 1964 (42
U.S.C. 2000d, et seq.), as implemented by DoD regulations at 32 CFR part 195.


 


b.
 On the basis of sex
or blindness, in Title IX of the Education Amendments of 1972 (20 U.S.C. 1681,
et seq.). (Applicable to Educational Institutions only)


 


c.  On the basis of age, in
the Age Discrimination Act of 1975 (42 U.S.C. 6101, et seq.), as implemented by
Department of Health and Human Services regulations at 45 CFR part 90.


 


d.  On the basis of
handicap, in Section 504 of the Rehabilitation Act of 1973 (29 U.S.C.
794), as implemented by Department of Justice regulations at 28 CFR part 41 and
DoD regulations at 32 CFR part 56.


 


2.  Live Organisms.  For human subjects, the Common Federal Policy
for the Protection of Human Subjects, codified by the Department of Health and
Human Services at 45 CFR part 46 and implemented by the Department of Defense
at 32 CFR part 219.


 


3.
Environmental Standards.


 


a.  Comply with the
applicable provisions of the Clean Air Act (42 U.S.C. 7401, et. Seq.)  and Clean Water Act (33
U.S.C. 1251, et. seq.), as implemented by Executive Order 11783 [3 CFR, 1971-1075
Comp., p. 799] and Environmental Protection Agency (EPA) rules at 40 CFR part
15.  In accordance with the EPA rules,
the Recipient further agrees that it will:


 


•
Not use any facility on the EPA’s List of Violating Facilities in performing
any award that is nonexempt under 40 CFR 15.5, as long as the facility remains
on the list.


 


•
Notify the awarding agency if it intends to use a facility in performing this
award that is on the List of Violating Facilities or that the Recipient knows
has been recommended to be placed on the List of Violating Facilities.


 


b.  Identify to the awarding
agency any impact this award may have on the quality of the human environment,
and provide help the agency may need to comply with the National Environmental


 


Policy Act (NEPA, at 42
U.S.C. 4231, et. seq.) and to prepare Environmental Impact Statements or other
required environmental documentation.  In
such cases, the recipient agrees to take no action that will have an adverse
environmental impact (e.g., physical disturbance of a site such as breaking of
ground) until the agency provides written notification of compliance with the
environmental impact analysis process.


 


4.  Officials Not to Benefit.  No member of or delegate to Congress, or
resident commissioner, shall be admitted to any share or part of this Agreement
or to any benefit arising from it, in accordance with 41 U.S.C. 22.


 


5.  Preference for U.S. Flag Carriers.  Travel supported by U.S. Government funds
under this Agreement shall use U.S. -flag air carriers (air carriers holding
certificates under 49 USC 41102) for international air transportation of people
and property to the extent that such service is available, in accordance with
the International Air Transportation Fair Competitive Practices Act of 1974 (49
USC 40118) and the interpretative guidelines issued by the Comptroller General
of the United States in the March 31, 1981, amendment to the Comptroller
General Decision B138942.


 


15





















 


6.  Cargo Preference.  The recipient agrees that it will comply with
the Cargo Preference Act of 1954 (46 U.S.C. 1241), as implemented by Department
of Transportation regulations at 46 CFR 381.7, which require that at least 50
percent of equipment, materials or commodities procured or otherwise obtained
with U.S. Government funds under this agreement, and which may be transported
by ocean vessel, shall be transported on privately owned U.S.-flag commercial
vessels, if available.


 


7.  Military Recruiters.  As a condition for receipt of funds available
to the Department of Defense (DoD) under this award, the recipient agrees that
it is not an institution of higher education (as defined in 32 CFR part 216)
that has a policy of denying, and that it is not an institution of higher
education that effectively prevents, the Secretary of Defense from obtaining
for military recruiting purposes:  (A) entry
to campuses or access to students on campuses; or (B) access to directory
information pertaining to students.  If
the recipient is determined, using the procedures in 32 CFR part 216, to be
such an institution of higher education during the period of performance of
this agreement, and therefore to be in breach of this clause, the Government
will cease all payments of DoD funds under this agreement and all other DoD
grants and cooperative agreements to the recipient, and it may suspend or
terminate such grants and agreements unilaterally for material failure to
comply with the terms and conditions of award.


 


16





















 


ATTACHMENT 3   
Other Certifications


 


The
following Certifications, which have been executed by the Recipient prior to
award of this Agreement are on file with the issuing office, and are hereby
incorporated herein by reference:


 


a. Certification at
Appendix A to 32 CFR Part 28 Regarding Lobbying


b. Certification at Appendix
A to 32 CFR Part 25 Regarding Debarment, Suspension, and Other
Responsibility Matters


c.  Certification at
Appendix C to 32 CFR Part 25 Regarding Drug-Free Workplace Requirements


 


17





















 


ATTACHMENT 4 Annual Program Plan and Budget


 


ANNUAL PROGRAM PLAN


 


For


 


COOPERATIVE AGREEMENT


W911NF-05-2-0020


 


Between


 


SatCon Technology Corporation


RPM: Mr. Laban (Ted) Lesster


 


And


 


U.S. Army Research Laboratory


CAM: Dr. Wes Tipton


 


Concerning


 


Power Conversion Systems for Future Army Applications


 


 


Period of
Performance:  12 Months commencing upon
effective date of Award


 


18





















 


The Recipient shall
participate in a program of coordinated research, development and education with
ARL as set forth below.


 


(CLIN
0001)


Task
1.1  — High-voltage
converter product improvement


The Recipient shall,
based on Government recommendation and requirements, improve the performance
and operability of the existing high-voltage, DC-DC converter developed by
SatCon Technologies, Inc. Improvements may include, but are not limited
to, soft-start circuit for expanded input voltage ranges, output rectifier
protection circuits, and dual-power operation.


 


Task 1.2 — Power converter failure analysis and repair


The Recipient shall
perform evaluations of damaged high-voltage DC-DC converters developed by
SatCon Technologies, Inc., determine the cause of failure, repair and
analyze of the failure, and make recommendations on how to prevent similar
damage in the future.


 


Task 1.3 — Power conversion technology consultation and
development


The Recipient shall
provide to the Government: design support, engineering consultation, and
analyses related to the field of power electronics. The Recipient shall, at the
request of the Government and subject to available funds, develop and deliver
to the Government prototype power conversion systems of common interest to the
Recipient and the Government. These systems may be evaluated by the Government
for use in future Army systems.


 


(CLIN
0002)


Task 2.1 — System configuration study


The Recipient shall, based on Government recommendations and requirements,
perform a series of first-order designs to assess the relative performance,
volume, and cost of potential power generation systems.


 


Task 2.2 — Permanent Magnet generator design and fabrication


Based on the results of
Task 2.1, the Recipient shall build/buy a permanent magnet generator that
conforms to the overall system requirements. The generator shall be use 80°C
coolant fluid and shall be able to deliver approximately 400 kW of electrical
power at a nominal voltage 610 VDC through the power conversion electronics.
Maximum power generation shall occur at input shaft speeds in the range of 3000
to 3600 rpm. Power delivery of approximately 50 kW (at 610 VDC) shall be
provided at input shafts speeds of approximately 1000 rpm.


 


Task 2.3 — Power conversion system design and fabrication


The Recipient shall
design and fabricate the power conversion electronics required to provide approximately
400 kW at a nominal output voltage of 610 VDC using the generator developed in
Task 2.2. These electronics shall provide for variable speed power regulation
and shall use digital control schemes where applicable. The Recipient shall
provide to the Government all mechanical, thermal, electrical, and electronic
design details of the power generation system and its components. The Recipient
shall provide to the Government all simulation models and control code used in
the development and operation of the power generation system.


 


Task 2.4 — Initial system evaluation


The Recipient and ARL
shall perform (jointly) preliminary evaluations of the generator and power
conversion systems to verify operation.


 


The parties to this
Agreement will periodically review the progress or accomplishment of the above
goals. Based upon this review, the parties may mutually agree to adjust the
goals. Should this adjustment impact the budget or significantly alter the
program goals the Grants Officer shall issue a modification to this Agreement
evidencing same in accordance with Article 6.2.


 


19





















 


Budget CLIN 0001


 


	
  Direct Labor

  	
   

  	
  $

  	
  80,475.00

  	
   

  
	
  Fringe

  	
   

  	
  27,361.00

  	
   

  
	
  Overhead

  	
   

  	
  64,380.00

  	
   

  
	
  Materials

  	
   

  	
  29,864.00

  	
   

  
	
  G&A

  	
   

  	
  69,776.00

  	
   

  
	
  Other Direct Costs

  	
   

  	
  3,144.00

  	
   

  
	
  Total Cost

  	
   

  	
  $

  	
  275,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


Budget CLIN 0002


 


	
  Direct Labor

  	
   

  	
  $

  	
  175,518.00

  	
   

  
	
  Fringe

  	
   

  	
  59,676.00

  	
   

  
	
  Overhead

  	
   

  	
  140,414.00

  	
   

  
	
  Materials

  	
   

  	
  65,136.00

  	
   

  
	
  G&A

  	
   

  	
  152,184.00

  	
   

  
	
  Other Direct Costs

  	
   

  	
  6,856.00

  	
   

  
	
  Total Cost

  	
   

  	
  $

  	
  599,784.00

  	
   

  



 


20





















 


ATTACHMENT 5  Reporting Requirements


 


A.  MONTHLY
HBCU/MI REPORT


The
Recipient shall provide a monthly accounting evidencing the distribution of
funds provided under this agreement to educational institutions that qualify as
HBCU or MI organizations.


 


B.  QUARTERLY
REPORT


Throughout
the term of the Agreement, the Recipient shall submit or otherwise provide a
quarterly report (government fiscal quarter). 
Two (2) copies shall be submitted or otherwise provided to the CAM,
and one (1) copy shall be submitted or otherwise provided to the
Agreements Administration Office.  A copy
of the letter of transmittal shall be submitted or otherwise provided to the
Agreements Office.  The report shall
contain two (2) major sections:


 


Technical Status Report.  The technical status report will detail
technical progress to date on research milestones, all problems, technical
issues or major developments during the reporting period.  The technical status report will include a
report on the status of the collaborative activities during the reporting
period.  The technical status report will
include the utilization of subject inventions by the Recipient.


 


Business Status Report.  The business status report will provide
summarized details of the resource status of this Agreement, including the
status of contributions by the Recipient. 
This report should compare the resource status with any payment and
expenditure schedules or plans provided in the original agreement.  Any major deviations shall be explained along
with discussion of adjustment actions proposed.


 


C.  JOINT PAPERS AND PRESENTATIONS:


When
determined necessary by the CAM periodic joint papers and presentations will be
given.


 


D.  JOURNAL
ARTICLES


Journal
articles in general and joint ARL/Recipient journal articles are strongly
encouraged as a major reporting mechanism of this research effort.


 


E.  ANNUAL AND
FINAL REPORTS


1.  The Recipient shall submit an Annual Report
making full disclosure of all major technical developments and progress for the
preceding 12 months of effort within sixty (60) calendar days of completion of
the effort and for each additional 12 months of effort, through the life of
this agreement. The report will also provide an accounting of all Federal funds
expended during the term of the Agreement. 
With the approval of the Cooperative Agreement Manager, reprints of
published articles may be attached to the Final Report.


 


The Recipient shall make
distribution of the Final report as follows:


 


Cooperative
Agreement Manager - 1 original plus 1 copy;


Agreement
Administration Office - 1 copy, and the


Grants
Officer - 1 copy of the letter of transmittal only.


One (1) copy
of the Final Report shall be provided to:


 


Defense
Technical Information Center (DTIC)


8725
John J. Kingman Road, Suite 0944


Ft.
Belvoir, VA  22060-6218.


 


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