ex_10-21.htm


    
      

      

      EXHIBIT
10.21

       

       

    

    
      
        
          	
                  

                	
                  South
      Coast

                  Air
      Quality Management District

                	
                  Contract No. 07293

                  Standard

                


        

      

    

     

    This
Contract consists of 17 pages.

    
      	 
      	 
      	 
      
	
              1.

            	
              PARTIES
      - The parties to this Contract are the South Coast Air Quality Management
      District (referred to here as “AQMD”) whose address is 21865 Copley Drive,
      Diamond Bar, California 91765-4178, and Balqon Corporation (referred to
      here as “CONTRACTOR”) whose address is 8 Rosewood, Aliso Viejo, CA
      92656.

            
	 
      	 
      
	
              2.

            	
              RECITALS

            
	 
      	 
      
	 
      	
              A.

            	
              AQMD
      is the local agency with primary responsibility for regulating stationary
      source air pollution in the South Coast Air Basin in the State of
      California. AQMD is authorized to enter into this Contract under
      California Health and Safety Code Section 40489. AQMD desires to contract
      with CONTRACTOR for services described in Attachment 1 - Statement of
      Work, attached here and made a part here by this reference. CONTRACTOR
      warrants that it is well-qualified and has the experience to provide such
      services on the terms set forth here.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              CONTRACTOR
      is authorized to do business in the State of California and attests that
      it is in good tax standing with the California Franchise Tax
      Board.

            
	 
      	 
      	 
      
	 
      	
              C.

            	
              All
      parties to this Contract have had the opportunity to have this Contract
      reviewed by their attorney.

            
	 
      	 
      	 
      
	 
      	
              D.

            	
              CONTRACTOR
      agrees to obtain the required licenses, permits, and all other appropriate
      legal authorizations from all applicable federal, state and local
      jurisdictions and pay all applicable fees.

            
	 
      	 
      	 
      
	
              3.

            	
              PERFORMANCE
      REQUIREMENTS

            
	 
      	 
      
	 
      	
              A.

            	
              CONTRACTOR
      warrants that it holds all necessary and required licenses and permits to
      provide these services. CONTRACTOR further agrees to immediately notify
      AQMD in writing of any change in its licensing status.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              CONTRACTOR
      shall submit reports to AQMD as outlined in Attachment 1 - Statement of
      Work. All reports shall be submitted in an environmentally friendly
      format: recycled paper; stapled, not bound; black and white, double-sided
      print; and no three-ring, spiral, or plastic binders or cardstock covers.
      AQMD reserves the right to review, comment, and request changes to any
      report produced as a result of this Contract.

            
	 
      	 
      	 
      
	 
      	
              C.

            	
              CONTRACTOR
      shall perform all tasks set forth in Attachment 1 - Statement of Work, and
      shall not engage, during the term of this Contract, in any performance of
      work that is in direct or indirect conflict with duties and
      responsibilities set forth in Attachment 1 - Statement of
      Work.

            
	 
      	 
      	 
      
	 
      	
              D.

            	
              CONTRACTOR
      shall be responsible for exercising the degree of skill and care
      customarily required by accepted professional practices and procedures
      subject to AQMD’s final approval which AQMD will not unreasonably
      withhold. Any costs incurred due to the failure to meet the foregoing
      standards, or otherwise defective services which require re-performance,
      as directed by AQMD, shall be the responsibility of CONTRACTOR,
      CONTRACTOR’s failure to achieve the performance goals and objectives
      stated in Attachment 1- Statement of Work, is not a basis for requesting
      re-performance unless work conducted by CONTRACTOR is deemed by AQMD to
      have failed the foregoing standards of performance.

            
	 	 	 
	 	
              E.

            	
              CONTRACTOR
      shall ensure, through its contracts with any subcontractor(s) that
      employees and agents performing under this Contract shall abide by the
      requirements set forth in this
clause.

            


    

     

    
      
        
        

      

      
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              4.

            	
              TERM
      - The term of this Contract is from the date of execution by both parties
      to May 31, 2008, unless further extended by amendment of this Contract in
      writing. No work shall commence until this Contract is fully executed by
      all parties.

            
	 
      	 
      
	
              5.

            	
              TERMINATION

            
	 
      	 
      
	 
      	
              A.

            	
              In
      the event any party fails to comply with any term or condition of this
      Contract, or fails to provide services in the manner agreed upon by the
      parties, including, but not limited to, the requirements of Attachment 1
      –
      Statement of Work, this failure shall constitute a breach of this
      Contract. The non-breaching party shall notify the breaching party that it
      must cure this breach or provide written notification of its intention to
      terminate this contract. Notification shall be provided in the manner set
      forth in Clause 10. The non-breaching party reserves all rights under law
      and equity to enforce this contract and recover
damages.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              AQMD
      reserves the right to terminate this Contract, in whole or in part,
      without cause, upon thirty (30) days’ written notice. Once such notice has
      been given, CONTRACTOR shall, except as and to the extent or directed
      otherwise by AQMD, discontinue any Work being performed under this
      Contract and cancel any of CONTRACTOR’s orders for materials, facilities,
      and supplies in connection with such Work, and shall use its best efforts
      to procure termination of existing subcontracts upon terms satisfactory to
      AQMD. Thereafter, CONTRACTOR shall perform only such services as may be
      necessary to preserve and protect any Work already in progress and to
      dispose of any property as requested by AQMD.

            
	 
      	 
      	 
      
	 
      	
              C.

            	
              CONTRACTOR
      shall be paid in accordance with this Contract for all Work performed
      before the effective date of termination under Clause 5.B. Before
      expiration of the thirty (30) days’ written notice, CONTRACTOR shall
      promptly deliver to AQMD all copies of documents and other information and
      data prepared or developed by CONTRACTOR under this Contract with the
      exception of a record copy of such materials, which may be retained by
      CONTRACTOR.

            
	 
      	 
      	 
      
	
              6.

            	
              INSURANCE

            
	 
      	 
      
	 
      	
              A.

            	
              CONTRACTOR
      shall furnish evidence to AQMD of workers’ compensation insurance for each
      of its employees, in accordance with either California or other states’
      applicable statutory requirements prior to commencement of any work on
      this Contract.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              CONTRACTOR
      shall furnish evidence to AQMD of general liability insurance with a limit
      of at least $1,000,000 per occurrence, and $2,000,000 in a general
      aggregate prior to commencement of any work on this Contract. AQMD shall
      be named as an additional insured on any such liability policy, and thirty
      (30) days written notice prior to cancellation of any such insurance shall
      be given by CONTRACTOR to AQMD.

            
	 
      	 
      	 
      
	 
      	
              C.

            	
              CONTRACTOR
      shall furnish evidence to AQMD of automobile liability insurance with
      limits of at least $100,000 per person and $300,000 per accident for
      bodily injuries, and $50,000 in property damage, or $1,000,000 combined
      single limit for bodily injury or property damage, prior to commencement
      of any work on this Contract. AQMD shall be named as an additional insured
      on any such liability policy, and thirty (30) days written notice prior to
      cancellation of any such insurance shall be given by CONTRACTOR to
      AQMD.

            


    

     

    
      
        
        

      

      
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              D.

            	
              If
      CONTRACTOR fails to maintain the required insurance coverage set forth
      above, AQMD reserves the right either to purchase such additional
      insurance and to deduct the cost thereof from any payments owed to
      CONTRACTOR or terminate this Contract for breach.

            
	 
      	 
      	 
      
	 
      	
              E.

            	
              All insurance certificates should be mailed to:
      AQMD Risk Management, 21865 Copley Drive, Diamond Bar, CA 91765-4178.
      The AQMD
      Contract Number must be included on the face of the
      certificate.

            
	 
      	 
      	 
      
	 
      	
              F.

            	
              CONTRACTOR
      must provide updates on the insurance coverage throughout the term of the
      Contract to ensure that there is no break in coverage during the period of
      contract performance. Failure to provide evidence of current coverage
      shall be grounds for termination for breach of
Contract.

            
	 
      	 
      	 
      
	
              7.

            	
              INDEMNIFICATION
      - CONTRACTOR agrees to hold harmless, indemnify, and defend
      AQMD, its officers, employees, agents, representatives, and
      successors-in-interest against any and all loss, damage, cost, or expenses
      which AQMD, its officers, employees, agents, representatives, and
      successors-in-interest may incur or be required to pay by reason of any
      injury or property damage caused or incurred by CONTRACTOR, its employees,
      subcontractors, or agents as a result of the performance of this
      Contract.

            
	 
      	 
      
	
              8.

            	
              PAYMENT

            
	 
      	 
      
	 
      	
              A.

            	
              AQMD
      shall pay CONTRACTOR a not-to-exceed fixed price of Five Hundred Twenty
      Seven Thousand Dollars ($527,000) for work performed under this Contract
      in accordance with Attachment 2 - Payment Schedule, attached here and
      included here by reference. Payment shall be made by AQMD to CONTRACTOR
      within thirty (30) days
      after approval by AQMD of an invoice prepared and furnished by
      CONTRACTOR showing services performed and referencing tasks and
      deliverables as shown in Attachment 1 - statement of work, and the amount
      of charge claimed. Each invoice must be prepared in duplicate, on company
      letterhead, and list AQMD’s Contract number, period covered by invoice,
      and CONTRACTOR’s social security number or Employer Identification Number
      and submitted to: South Coast Air Quality Management District, Attn: Matt
      Miyasato.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              AQMD
      reserves the right to disallow charges when the invoiced services are not
      performed satisfactorily in AQMD sole judgment.

            
	 
      	 
      	 
      
	
              9.

            	
              INTELLECTUAL
      PROPERTY RIGHTS - Title and full ownership rights to any
      software, documents, or reports developed under this Contract shall at all
      times remain with AQMD. Such material is agreed to be AQMD proprietary
      information.

            
	 
      	 
      
	 
      	
              A.

            	
              Rights
      of Technical Data - AQMD shall have the unlimited right to use technical
      data, including material designated as a trade secret, resulting from the
      performance of services by CONTRACTOR under this Contract. CONTRACTOR
      shall have the right to use technical data for its own
      benefit.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              Copyright
      - CONTRACTOR agrees to grant AQMD a royalty-free, nonexclusive,
      irrevocable license to produce, translate, publish, use, and dispose of
      all copyrightable material first produced or composed in the performance
      of this Contract.

            
	 
      	 
      	 
      
	
              10.

            	
              NOTICES
      - Any notices from either party to the other shall be given in writing to
      the attention of the persons listed below, or to other such addresses or
      addressees as may hereafter be designated in writing for notices by either
      party to the other. Notice shall be given by certified, express, or
      registered mail, return receipt requested, and shall be effective as of
      the date of receipt indicated on the return receipt
      card.

            


    

     

    
      
        
        

      

      
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              AQMD:

            	
              South
      Coast Air Quality Management District

            
	 	 
      	
              21865
      Copley Drive

            
	 	 
      	
              Diamond
      Bar, CA 91765-4178

            
	 	 
      	
              Attn:
      Matt Miyasato

            
	 	 
      	 
      
	 	
              CONTRACTOR:

            	
              Balqon
      Corporation

            
	 	 
      	
              8
      Rosewood

            
	 	 
      	
              Aliso
      Viejo, California 92656

            
	 	 
      	
              Attn:
      B. Samra

            


    

     

    
      	 
      	 
      	 
      
	
              11.

            	
              EMPLOYEES
      OF CONTRACTOR

            
	 
      	 
      
	 
      	
              A.

            	
              AQMD
      reserves the right to review the resumes of any of CONTRACTOR employees,
      and/or any subcontractors selected to perform the work specified here and
      to disapprove CONTRACTOR choices. CONTRACTOR warrants that it will employ
      no subcontractor without written approval from AQMD. CONTRACTOR shall be
      responsible for the cost of regular pay to its employees, as well as cost
      of vacation, vacation replacements, sick leave, severance pay and pay for
      legal holidays.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              CONTRACTOR,
      its officers, employees, agents, representatives or subcontractors shall
      in no sense be considered employees or agents of AQMD, nor shall
      CONTRACTOR, its officers, employees, agents, representatives or
      subcontractors be entitled to or eligible to participate in any benefits,
      privileges, or plans, given or extended by AQMD to its
      employees.

            
	 
      	 
      	 
      
	 
      	
              C.

            	
              AQMD
      requires CONTRACTOR to be in compliance with all state and federal laws
      and regulations with respect to CONTRACTOR’s employees throughout the term
      of this Contract, including state minimum wage laws and OSHA
      requirements.

            
	 
      	 
      	 
      
	
              12.

            	
              CONFIDENTIALITY
      - It is expressly understood and agreed that AQMD may designate in a
      conspicuous manner the information which CONTRACTOR obtains from AQMD as
      confidential. CONTRACTOR agrees to:

            
	 
      	 
      
	 
      	
              A.

            	
              Observe
      complete confidentiality with respect to such information, including
      without limitation, agreeing not to disclose or otherwise permit access to
      such information by any other person or entity in any manner whatsoever,
      except that such disclosure or access shall be permitted to employees or
      subcontractors of CONTRACTOR requiring access in fulfillment of the
      services provided under this Contract.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              Ensure
      that CONTRACTOR’s officers, employees, agents, representatives, and
      independent contractors are informed of the confidential nature of such
      information and to assure by agreement or otherwise that they are
      prohibited from copying or revealing, for any purpose whatsoever, the
      contents of such information or any part thereof, or from taking any
      action otherwise prohibited under this clause.

            
	 
      	 
      	 
      
	 
      	
              C.

            	
              Not
      use such information or any part thereof in the performance of services to
      others or for the benefit of others in any form whatsoever whether
      gratuitously or for valuable consideration, except as permitted under this
      Contract.

            


    

     

    
      
        
        

      

      
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              D.

            	
              Notify
      AQMD promptly and in writing of the circumstances surrounding any
      possession, use, or knowledge of such information or any part thereof by
      any person or entity other than those authorized by this
      clause.

            
	 
      	 
      	 
      
	 
      	
              E.

            	
              Take
      at CONTRACTOR expense, but at AQMD’s option and in any event under AQMD’s
      control, any legal action necessary to prevent unauthorized use of such
      information by any third party or entity which has gained access to such
      information at least in part due to the fault of
    CONTRACTOR.

            
	 
      	 
      	 
      
	 
      	
              F.

            	
              Take
      any and all other actions necessary or desirable to assure such continued
      confidentiality and protection of such information.

            
	 
      	 
      	 
      
	 
      	
              G.

            	
              Prevent
      access to such information by any person or entity not authorized under
      this Contract.

            
	 
      	 
      	 
      
	 
      	
              H.

            	
              Establish
      specific procedures in order to fulfill the obligations of this
      clause.

            
	 
      	 
      	 
      
	 
      	
              I.

            	
              Notwithstanding
      the above, nothing herein is intended to abrogate or modify the provisions
      of Government Code Section 6250 et.seq. (Public Records
    Act).

            
	 
      	 
      	 
      
	
              13.

            	
              PUBLICATION

            
	 
      	 
      
	 
      	
              A.

            	
              AQMD
      shall have the right of prior written approval of any document which shall
      be disseminated to the public by CONTRACTOR in which CONTRACTOR utilized
      information obtained from AQMD in connection with performance under this
      Contract.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              Information,
      data, documents, or reports developed by CONTRACTOR for AQMD, pursuant to
      this Contract, shall be part of AQMD public record unless otherwise
      indicated. CONTRACTOR may use or publish, at its own expense, such
      information provided to AQMD. The following acknowledgment of support and
      disclaimer must appear in each publication of materials, whether
      copyrighted or not, based upon or developed under this
      Contract.

            


    

    
      	 
      	 
      	 
      
	 
      	 
      	
                  “This
      report was prepared as a result of work sponsored, paid for, in whole or
      in part, by the South Coast Air Quality Management District (AQMD). The
      opinions, findings, conclusions, and recommendations are those of the
      author and do not necessarily represent the views of AQMD. AQMD, its
      officers, employees, contractors, and subcontractors make no warranty,
      expressed or implied, and assume no legal liability for the information in
      this report. AQMD has not approved or disapproved this report, nor has
      AQMD passed upon the accuracy or adequacy of the information contained
      herein.”

            	
               

            


    

    
      	 
      	 
      	 
      	 
      
	 
      	
              C.

            	
              CONTRACTOR
      shall inform its officers, employees, and subcontractors involved in the
      performance of this Contract of the restrictions contained herein and
      require compliance with the above.

            
	 
      	 
      	 
      
	
              14.

            	
              NON-DISCRIMINATION
      - In the performance of this Contract, CONTRACTOR shall not discriminate
      in recruiting, hiring, promotion, demotion, or termination practices on
      the basis of race, religious creed, color, national origin, ancestry, sex,
      age, or physical or mental disability and shall comply with the provisions
      of the California Fair Employment & Housing Act (Government Code
      Section 12900 et seq.), the Federal Civil Rights Act of 1964 (P.L. 88-352)
      and all amendments thereto, Executive Order No. 11246 (30 Federal Register
      12319), and all administrative rules and regulations issued pursuant to
      said Acts and Order. CONTRACTOR shall likewise require each subcontractor
      to comply with this clause and shall include in each such subcontract
      language similar to this
clause.

            


    

     

    
      
        
        

      

      
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              15.

            	
              SOLICITATION
      OF EMPLOYEES - CONTRACTOR expressly agrees that CONTRACTOR shall
      not, during the term of this Contract, nor for a period of six months
      after termination, solicit for employment, whether as an employee or
      independent contractor, any person who is or has been employed by AQMD
      during the term of this Contract without the consent of
      AQMD.

            
	 
      	 
      
	
              16.

            	
              PROPERTY
      AND SECURITY - Without limiting CONTRACTOR obligations with regard
      to security, CONTRACTOR shall comply with all the rules and regulations
      established by AQMD for access to and activity in and around AQMD
      premises.

            
	 
      	 
      
	
              17.

            	
              ASSIGNMENT
      - The rights granted hereby may not be assigned, sold, licensed, or
      otherwise transferred by either party without the prior written consent of
      the other, and any attempt by either party to do so shall be void upon
      inception.

            
	 
      	 
      
	
              18.

            	
              NON-EFFECT
      OF WAIVER - The failure of CONTRACTOR or AQMD to insist upon the
      performance of any or all of the terms, covenants, or conditions of this
      Contract, or failure to exercise any rights or remedies hereunder, shall
      not be construed as a waiver or relinquishment of the future performance
      of any such terms, covenants, or conditions, or of the future exercise of
      such rights or remedies, unless otherwise provided for
      herein.

            
	 
      	 
      
	
              19.

            	
              ATTORNEYS’
      FEES - In the event any action is filed in connection with the
      enforcement or interpretation of this Contract, each party shall bear its
      own attorneys’ fees and costs.

            
	 
      	 
      
	
              20.

            	
              FORCE
      MAJEURE - Neither AQMD nor CONTRACTOR shall be liable or deemed to
      be in default for any delay or failure in performance under this Contract
      or interruption of services resulting, directly or indirectly, from acts
      of God, civil or military authority, acts of public enemy, war, strikes,
      labor disputes, shortages of suitable parts, materials, labor or
      transportation, or any similar cause beyond the reasonable control of AQMD
      or CONTRACTOR.

            
	 
      	 
      
	
              21.

            	
              SEVERABILITY
      - In the event that any one or more of the provisions contained in
      this Contract shall for any reason be held to be unenforceable in any
      respect by a court of competent jurisdiction, such holding shall not
      affect any other provisions of this Contract, and the Contract shall then
      be construed as if such unenforceable provisions are not a part
      hereof.

            
	 
      	 
      
	
              22.

            	
              HEADINGS
      - Headings on the clauses of this Contract are for convenience and
      reference only, and the words contained therein shall in no way be held to
      explain, modify, amplify, or aid in the interpretation, construction, or
      meaning of the provisions of this Contract.

            
	 
      	 
      
	
              23.

            	
              DUPLICATE
      EXECUTION - This Contract is executed in duplicate. Each signed
      copy shall have the force and effect of an
  original.

            
	 
      	 
      
	
              24.

            	
              GOVERNING
      LAW - This Contract shall be construed and interpreted and the
      legal relations created thereby shall be determined in accordance with the
      laws of the State of California. Venue for resolution of any disputes
      under this Contract shall be Los Angeles County,
      California.

            


    

     

    
      
        
        

      

      
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              25.

            	
              CITIZENSHIP
      AND ALIEN STATUS

            
	 
      	 
      
	 
      	
              A.

            	
              CONTRACTOR
      warrants that it fully complies with all laws regarding the employment of
      aliens and others, and that its employees performing services hereunder
      meet the citizenship or alien status requirements contained in federal and
      state statutes and regulations including, but not limited to, the
      Immigration Reform and Control Act of 1986 (P.L. 99-603). CONTRACTOR shall
      obtain from all covered employees performing services hereunder all
      verification and other documentation of employees’ eligibility status
      required by federal statutes and regulations as they currently exist and
      as they may be hereafter amended. CONTRACTOR shall have a continuing
      obligation to verify and document the continuing employment authorization
      and authorized alien status of employees performing services under this
      Contract to insure continued compliance with all federal statutes and
      regulations.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              Notwithstanding
      paragraph A above, CONTRACTOR, in the performance of this Contract, shall
      not discriminate against any person in violation of 8 USC Section
      1324b.

            
	 
      	 
      	 
      
	 
      	
              C.

            	
              CONTRACTOR
      shall retain such documentation for all covered employees for the period
      described by law. CONTRACTOR shall indemnify, defend, and hold harmless
      AQMD, its officers and employees from employer sanctions and other
      liability which may be assessed against CONTRACTOR or AQMD, or both in
      connection with any alleged violation of federal statutes or regulations
      pertaining to the eligibility for employment of persons performing
      services under this Contract.

            
	 
      	 
      	 
      
	
              26.

            	
              APPROVAL
      OF SUBCONTRACT

            
	 
      	 
      
	 
      	
              A.

            	
              If
      CONTRACTOR intends to subcontract a portion of the work under this
      Contract, written approval of the terms of the proposed subcontract(s)
      shall be obtained from AQMD’s Executive Officer or designee prior to
      execution of the subcontract. No subcontract charges will be reimbursed
      unless such approval has been obtained.

            
	 
      	 
      	 
      
	 
      	
              B.

            	
              Any
      material changes to the subcontract(s) that affect the scope of work,
      deliverable schedule, and/or cost schedule shall also require the written
      approval of the Executive Officer or designee prior to
      execution.

            
	 
      	 
      	 
      
	 
      	
              C.

            	
              The
      sole purpose of AQMD’s review is to insure that AQMD’s contract rights
      have not been diminished in the subcontractor agreement. AQMD shall not
      supervise, direct, or have control over, or be responsible for,
      subcontractor’s means, methods, techniques, work sequences or procedures
      or for the safety precautions and programs incident thereto, or for any
      failure of subcontractor to comply with any local, state, or federal laws,
      or rules or regulations.

            
	 
      	 
      	 
      
	
              27.

            	
              ENTIRE
      CONTRACT - This Contract represents the entire agreement between
      the parties hereto related to CONTRACTOR providing services to AQMD and
      there are no understandings, representations, or warranties of any kind
      except as expressly set forth herein. No waiver, alteration, or
      modification of any of the provisions herein shall be binding on any party
      unless in writing and signed by the party against whom enforcement of such
      waiver, alteration, or modification is
  sought.

            


    

     

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    IN
WITNESS WHEREOF, the parties to this Contract have caused this Contract to be
duly executed on their behalf by their authorized representatives.

    
      	 
      	 
      	 
      	 
      	 
      
	
              SOUTH
      COAST AIR QUALITY MANAGEMENT DISTRICT

            	 
      	
              BALQON
      CORPORATION

            
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	
              By:

            	/s/ Balwinder
      Samra
	 
      	 
      	 
      	
              Name:

            	      
              Balwinder
      Samra

            
	 
      	
              Dr.
      William A. Burke, Chairman, Governing Board

            	 
      	
              Title:

            	      
              Chief
      Executive Officer

            
	 
      	 
      	 
      	 
      	 
      
	
              Date:

            	 
      	 
      	
              Date:

            	      
              May
      2007

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              ATTEST:

            	 
      	 
      	 
      
	 
      	
              Saundra
      McDaniel, Clerk of the Board

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              APPROVED
      AS TO FORM:

              Kurt
      R. Wiese, District Counsel

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              By:

            	
              

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              //
      Standard Boilerplate

            	 
      	 
      	 
      
	 
      	
              Last
      Updated: 5 September, 2006

            	 
      	 
      	 
      


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
1

    STATEMENT
OF WORK FOR

    BALQON
CORPORATION

     

    Electric
Tractor

     

    In
January 2006, the AQMD Board approved the Chairman’s Clean Port Initiative,
including several action items to control criteria pollutant emissions and
cancer risks from ports and port related facilities. Recognizing the unique
legal authorities and expertise of the ports relating to operations on lands
they control, the chairman’s initiative called for the ports to take sufficient
and coordinated actions to control emissions. Subsequently, the Port of Los
Angeles (POLA) and the Port of Long Beach (POLB), in conjunction with
participation by AQMD, CARB and U.S. EPA, have developed the San Pedro Bay Ports
Clean
Air Action Plan (CAAP). The plan proposes to utilize the authorities of
the ports, including powers to establish lease conditions, port rules, tariffs
and incentives, to implement emission control strategies. The POLA and the AQMD
have also partnered on a Joint RFP to demonstrate Class 8 LNG Trucks for port
drayage, with anticipated emissions well below their diesel counterparts.
However, staff has also discussed even cleaner air technologies that have a
potential to further reduce emissions, especially for the over 1 million yearly
short trips from marine terminals to the Intermodal Container Transfer Facility
(ICTF) located in Wilmington, and nearby warehousing facilities. This project is
to develop and demonstrate an electric tow tractor that can replace existing
diesel trucks to transport containers from the marine terminals to nearby yards
or warehouses. The proposed tractor is expected to have a fast-charging battery,
an initial maximum speed of 25 mph, and a range of 40 miles per charge. As a
part of the development and testing process, these initial goals may be
re-evaluated based on test results. The design of the tractor will provide
sufficient torque and power required to tow up to a 60,000 lb cargo container.
This project will result in a demonstration of a Heavy-Duty, Zero-Emission
Truck, as well as expedite the placement of advanced technologies and zero
emission vehicles in South Coast, should the goals of this project be met.
Furthermore, there is a potential to transfer such technology to other cargo
handling equipment, including Yard Hostlers, Airport Uses, and other low-speed
tow type operations, resulting in potential emission reductions beyond 2010
Standards for on-road and off-road uses.

     

    This
project includes a sole-source contract to Balqon Corporation to conduct the
above items at a cost not to exceed $527,500 from the Clean Fuels Fund. Of the
total project cost, $263,500 were authorized by the AQMD Board in December 2006,
with the remaining funds provided by POLA through a Memorandum of Agreement with
the AQMD, which was approved by the Board in January 2007, and subsequently
executed in April 2007.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    The
following tasks will be completed during the 12 month project:

    
      	 
      	 
      	 
      
	
              1

            	
              Running
      Chassis/Cabin Assembly

            	
              Duration
      -120 Days

            


    

     

    
      	 
      	 
      	 
      
	 
      	
              CONTRACTOR
      will provide a running chassis with cabin assembly, as described in their
      technical specifications for an electric tractor, dated December 16, 2006
      and November 6, 2006, the terms of which are incorporated herein and under
      a part hereof. CONTRACTOR will also conduct the following
      tasks:

            
	 
      	 
      	 
      
	 
      	
              1.1

            	
              Test
      A - Drive Train Testing

            
	 
      	 
      	
              Measure
      energy consumption to document measurement required for

            
	 
      	 
      	
              Dynamometer
      (Dyno) testing baseline

            
	 
      	 
      	
              Evaluate
      AMP draws and rolling resistance

            
	 
      	 
      	 
      
	 
      	
              1.2

            	
              Test
      B1 - Dyno Testing

            
	 
      	 
      	
              Conduct
      200 miles static testing to check system; temperature - controller, motor,
      drive train

            
	 
      	 
      	
              Finalize
      motor, controller settings; drive line design

            
	 
      	 
      	 
      
	 
      	
              1.3

            	
              Test
      B2 - Dyno Testing

            
	 
      	 
      	
              Conduct
      a continuous speed test @20 mph (100% State of Charge);

            
	 
      	 
      	
              Loaded
      and Unloaded

            
	 
      	 
      	
              Finalize
      battery pack selection; readjust motor/controller
  setting

            
	 
      	 
      	 
      
	 
      	
              1.4

            	
              Test
      C - Field Test at POLA

            
	 
      	 
      	
              Conduct
      speed test; acceleration testing; grade testing @3% loaded and 16%
      unloaded

            
	 
      	 
      	
              Finalize
      controller setting; regenerative braking setting; motor cooling;
      controller cooling; compressor
setting

            


    

     

    
      	 
      	 
      	 
      
	
              2

            	
              Completed
      Vehicle Assembly and Delivery to POLA

            	
              Duration
      -180 Days

            


    

     

    
      	 
      	 
      	 
      
	 
      	
              2.1

            	
              CONTRACTOR
      shall conduct compliance review to Federal Motor Vehicle Safety Standards
      (FMVSS) 101-104, 106-108, 111, 115, 119, 120, 124, and 205 and conduct the
      following test program:

            
	 
      	 
      	 
      
	 
      	 
      	
              Test
      D - Field Test at POLA

            
	 
      	 
      	
              Conduct
      Air Conditioning operation and Steering System Testing

            
	 
      	 
      	
              Speed
      Test; acceleration test; brake test; grade test

            
	 
      	 
      	 
      
	 
      	
              2.2

            	
              AQMD,
      CONTRACTOR and POLA will jointly design and conduct a field evaluation in
      real world application for a 30 day period. The goal of this testing will
      be to evaluate fast charging performance, battery performance and
      reliability, as well as include operator
  training.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              2.3

            	
              CONTRACTOR
      shall provide a report of the 30 days field application evaluation to POLA
      and AQMD summarizing the usage, problems, and measures taken to address
      the problem.

            
	 
      	 
      	 
      
	 
      	
              2.4

            	
              CONTRACTOR
      shall make the tractor available for outreach activities by AQMD and POLA
      will have access to further testing and demonstration of the vehicle for
      an additional 180 days and such requests will not be unreasonably withheld
      by the CONTRACTOR. Operator of the vehicle during the extended testing or
      outreach period shall maintain, at their own expense, the vehicle to
      CONTRACTOR defined maintenance requirements during operation of the
      vehicle.

            


    

     

    TIME / FUNDING
SCHEDULE

     

    
      
        
          	
                  TASK

                	 
      	
                  Scheduled

                  Completion
      Date

                  (From
      Contract

                  Execution)

                	 
      	
                  AQMD
      

                  ($)

                	 
      	
                  POLA

                  ($)

                	 
      
	
                  Contract
      Execution

                	 
      	 
      	
                  0

                	 
      	 
      	
                   

                	 
      	 
      	
                  250,000

                	* 
      
	
                  1
      - Design Verification Testing

                	 
      	 
      	
                  120
      Days

                	 
      	 
      	
                  194,000

                	 
      	 
      	 
      	 
      
	
                  2
      - Field Testing & Reporting

                	 
      	 
      	
                  6
      Months

                	 
      	 
      	
                  60,000

                	 
      	 
      	
                  13,500

                	 
      
	
                  Submit
      Draft Final Report

                	 
      	 
      	
                  7
      Months

                	 
      	 
      	
                  5,000

                	 
      	 
      	 
      	 
      
	
                  Submit
      Final Report & 2-Page Project Synopsis

                	 
      	 
      	
                  8
      Months

                	 
      	 
      	
                  4,500

                	 
      	 
      	 
      	 
      
	
                  Total

                	 
      	 
      	
                   

                	 
      	
                  $

                	
                  263,500

                	 
      	
                  $

                	
                  263,500

                	 
      


        

      

    

     

    * POLA
has agreed to provide a large portion of their funding to cover the upfront
costs immediately after contract execution.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    DELIVERABLES

     

    
      
        	
                1.

              	
                Updates

              


      

    

     

    CONTRACTOR
shall update AQMD Project Officer by voice or email weekly or as desired.
Additionally, CONTRACTOR should schedule on a quarterly basis, face-to-face
meetings of the project partners.

    
      	 
      	 
      
	
              2.

            	
              Progress
      Reports

            


    

     

    CONTRACTOR
shall provide progress reports, as defined in Attachment 2 - Payment Schedule,
to POLA and AQMD for review, comment, and approval. Two stapled copies of each
quarterly progress reports due by the date included in the schedule of
milestones, and once a year, a 2 page summary report noted in item (5) below.
CONTRACTOR shall submit one copy of each quarterly progress report to AQMD’s
Project Officer and one copy to AQMD’s Contracts Administrator - Technology
Advancement in conjunction with the invoice for the same period. Each quarterly
progress report shall include, but not be limited to, the
following:

    
      	 
      	 
      	 
      
	 
      	
              a)

            	
              Reference
      to AQMD contract number, title of project and reporting time period, and
      the following subheadings and description thereof.

            
	 
      	 
      	 
      
	 
      	
              b)

            	
              Description
      of work completed during the reporting period, including a discussion of
      problems encountered and how those problems were resolved; and other
      relevant activities.

            
	 
      	 
      	 
      
	 
      	
              c)

            	
              When
      available, color photographs of the experimental apparatus and any results
      that can be better transmitted photographically.

            
	 
      	 
      	 
      
	 
      	
              d)

            	
              Discussion
      of work planned for the next reporting period.

            
	 
      	 
      	 
      
	
              3.

            	
              Draft
      Report

            


    

     

    Three
stapled copies of draft final report shall be submitted for review, comment, and
approval by the date specified In Attachment 2 - Payment Schedule. CONTRACTOR
shall submit three copies of the draft final report to AQMD’s Program Officer,
as well as an electronic copy in Microsoft Word format. This document shall be
considered in the public domain, in conformance with the California Public
Records Act (Government Code Section 6250 et seq.). Any trade secret information
may be submitted to AQMD in a separate report in which the trade secret
information is specifically identified. AQMD agrees to treat such trade secret
information in accordance with its Public Records Act guidelines relating to
trade secret information. AQMD shall complete its review of the draft final
report within two months of its receipt from CONTRACTOR, through CONTRACTOR’S
representative. The draft final report shall include, but not be limited to, the
following:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	 
      	a)	Reference
      to AQMD contract number, title of project and project
    period.
	 	 	 
	 
      	
              b)

            	
              Project
      background and objectives.

            
	 
      	 
      	 
      	 
      
	 
      	
              c)

            	
              An
      executive summary up to three pages in length to
  include:

            
	 	 	 
	 
      	 
      	
              •

            	
              a
      short, definitive statement of the problem/project;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              •

            	
              objective
      of the project, including emission control objectives or
      goals;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              •

            	
              reference
      to AQMD Rules if applicable;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              •

            	
              subject
      of the project including the technology;

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              •

            	
              conclusions
      (potential emissions impact, cost implications, and other
      implications);

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              •

            	
              recommendations
      (design changes/optimization, other applications of the technology, and
      commercialization paths); and acknowledgment of all project
      sponsors.

            
	 
      	 
      	 
      	 
      
	 
      	
              d)

            	
              A
      detailed description of the scope of work. A copy of the statement of work
      should be attached as an Appendix.

            
	 
      	 
      	 
      	 
      
	 
      	
              e)

            	
              Analysis
      of data from testing and measurement of emissions, performance,
      durability, etc. should be in the main body of the report. The graphical
      presentation of the data analysis, particularly bar graphs, is
      recommended. The actual data and the testing protocols used should be
      attached as Appendices.

            
	 
      	 
      	 
      	 
      
	 
      	
              f)

            	
              Each
      Task proposed in the Statement of Work should have its own chapter.
      Findings or results of each task should be discussed in these chapters,
      and should include the following:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              •

            	
              Discussion
      of actions completed

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              •

            	
              Discussion
      of risks and corrective actions

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              •

            	
              Task
      Performance

            
	 
      	 
      	 
      	 
      
	 
      	
              g)

            	
              Problems
      - A discussion of significant problems encountered during the contract and
      how they were resolved. If a problem is not resolved within 30 days and
      the converted vehicle is removed, a detailed explanation of issues and
      their subsequent resolution shall be included in the reports. If a problem
      was not resolved, the report shall contain an explanation of the
      technology’s short comings and the specific needs for technology
      advancement. Furthermore, the contractor shall specifically discuss any
      problems associated with a 25 mph operation.

            
	 
      	 
      	 
      	 
      
	 
      	
              h)

            	
              Results
      - A discussion of the expected project results versus what was actually
      achieved.

            
	 
      	 
      	 
      	 
      
	 
      	
              i)

            	
              Costs
      - A comparison and discussion of expected versus actual AQMD contract
      costs.

            
	 
      	 
      	 
      	 
      
	 
      	
              j)

            	
              Copies
      of news releases, media and technical articles on the
    project.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	 
      	
              k)

            	
              Discussion
      of commercial feasibility of the technology including a (quantitative)
      cost comparison of the proposed technology with competing technologies.
      Key cost elements need to be identified.

            
	 
      	 
      	 
      
	 
      	
              I)

            	
              Recommendations,
      including design and engineering requirements for an electric tractor to
      operate at up to 40 mph, as well as a plan for full CARB and DOT
      Certification.

            
	 
      	 
      	 
      
	
              4.

            	
              Final
      Report

            


    

     

    CONTRACTOR
shall submit three stapled originals as well as an electronic copy in Microsoft
Word format of the final report incorporating AQMD’s comments, no later than the
date specified in Attachment 2-Payment Schedule. This document shall be
considered in the public domain, in conformance with the California Public
Records Act (Government Code Section 6250 et seq.). Any trade secret information
may be submitted to AQMD in a separate report in which the trade secret
information is specifically identified. AQMD agrees to treat trade secret
information in accordance with its Public Records Act guidelines relating to
trade secret information.

    
      	 
      	 
      
	
              5.

            	
              Two-Page
      Project Synopsis

            


    

     

    CONTRACTOR
shall submit a 2-page project synopsis, along with the final report. Attachment
3 to this contract provides the format and content to be used for this synopsis.
In addition to a hard copy, CONTRACTOR shall provide the synopsis in an
electronic version, using Microsoft WORD. All color photographs and images shall
be embedded within the synopsis AND provided separately in digital format, such
as .ppt, .tif. or .jpg, on a CD or sent electronically.

    
      	 
      	 
      
	
              6.

            	
              Photo
      Documentation

            


    

     

    CONTRACTOR
shall provide to the AQMD a set of color photographs, documenting the entire
development and testing.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    ATTACHMENT
2

    PAYMENT
SCHEDULE FOR

    SALOON
CORPORATION

     

    The cost
of this project to AQMD shall not exceed $263,500. Total cost of the proposed
project is estimated to be $527,000, with the remainder $263,600 provided to
AQMD from POLA through an agreement and used to supplement the Clean Fuel Funds.
POLA has agreed to provide a large portion of their funding to cover the upfront
costs immediately after contract execution.

     

    
      
        	 
      	 
      	 
      	
                SCHEDULE OF
      PAYMENTS

                from
      contract execution

              
	 
      	
                SCHEDULE
      OF MILESTONES

              	 
      	
                Date

              	 
      	
                Amount
      ($)

              
	
                1

              	
                Contract
      Execution

              	 
      	 
      	
                0
      Days

              	 
      	
                $

              	
                250,000

              
	
                2

              	
                Submit
      Progress Report # 1 after Completion of Task 1

              	 
      	 
      	
                120
      Days

              	 
      	
                $

              	
                194,000

              
	
                3

              	
                Submit
      Progress Report #2 after Completion of Task 2

              	 
      	 
      	
                180
      Days

              	 
      	
                $

              	
                73,500

              
	
                4

              	
                Submit
      Draft Final Report

              	 
      	 
      	
                7
      Months

              	 
      	
                $

              	
                5,000

              
	
                5

              	
                Submit
      Final Report & 2-Page Project Synopsis

              	 
      	 
      	
                8
      Months

              	 
      	
                $

              	
                4,500

              
	 
      	
                Total

              	 
      	 
      	 
      	 
      	
                $

              	
                527,000

              


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Attachment
      3

              


      

    

     

    
      	 
      	 
      
	
              AQMD
      Contract #

            	
              Date
      of Publication (as month year)

            


    

     

    Project
Title

     

    Contractor

    Prime
contractor and significant subcontractors.

     

    Cosponsors

    List
cosponsors from highest contributor to lowest.

     

    Project
Officer

    AQMD project manager
name.

     

    Background

    This
section is a brief introduction describing the need for the technology
and/or
clean fuel, as defined by rules and regulations/mandates of AQMD, ARB,
EPA, DOE, etc. If applicable, describe other relevant factors, such as economic
issues, energy savings, etc.

     

    Project
Objective

    This
section should briefly describe the project objectives as originally stated in
the Board (or EO) letter. If the objective evolved significantly during the
contracting procedure, it should be noted how and
why.

     

    Technology
Description

    This
section describes the general principles of operation and emissions control
approach of the technology and/or clean fuel involved in the
project.

     

    If
applicable, discuss how the principle of operation differs from other, currently
available equipment. This includes describing what the “advancement” actually is
over currently available technologies.

     

    Status

    This
section describes the status or progress of the project. If the project was
completed, provide the date of completion and note that the final report is on
file with complete technical details of the project. Describe major project
events, such as the development / testing / delivery of hardware (if
applicable). If the project was terminated or ended prematurely you still need
to file this report. Regardless of how it ended, per SB 199 you must describe
any unanticipated problems that were encountered during the project, and how
they were (or were not) resolved. If “fatal” problems were encountered, this
section will be the heart of the report, since it would be unlikely that major
benefits or emissions reductions were realized in a terminated
project

     

    Picture
of technology that has been supported with AQMD/Technology Advancement
cosponsorship, if applicable. The picture, preferably a photograph, should
clearly illustrate the technology. The size of the image should be about
3x3 to fit this two column format. The picture of the technology should be
positioned on the front page

     

    Results

    This
section summarizes all available emissions results and key performance
characteristics. Performance is meant in the broadest terms, including (as
applicable) emissions, energy efficiency, operation and
maintenance requirements, overall environmental impacts, and performance
tradeoffs. The primary emphasis of this section is the presentation of project
data.

     

    Performance
results should be summarized using clear, graphical depictions whenever
possible:

     

    Graph
or table summarizing key performance characteristics. Graphs are preferred over
tables when possible. Graphical data presented should show the most
representative data of the project’s/technology’s performance. One graph would
be preferred, but no more than two data presentations in this
document.

     

    Measured
performance is to be compared with the objectives/goals set for the project.
Comparisons should focus on targeted emissions reductions and/or other key
performance goals (e.g. range for electric vehicles).

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    There
should also be a brief discussion of performance tradeoffs. That is, did
achieving one performance characteristic goal, such as emissions, compromise
another performance characteristic, such as efficiency.

     

    Benefits

    This
section crystallizes the above-noted performance characteristics into project
benefits, e.g., reduced emissions, increased efficiency, reduced global warming
gases, or other environmental benefits. The potential emissions inventory impact
of this technology applied in the South Coast Air Basin must be estimated based
on performance results of this project and some estimate of market penetration
(concisely state assumptions).

     

    It
clearly describes how those actual benefits compare with the benefits that were
anticipated at the project’s start. Be as detailed as possible, including
discussion of overall environmental impacts and benefits. Address the question
of whether the technology may reduce an air pollutant while improving (or
worsening) problems with water pollution, solid waste, global warming, toxic
emissions, etc.

     

    Project
Costs

    Tins
brief section describes the actual costs of the program (AQMD’s funding
contribution as well as the overall cost sharing) and how they compare with the
originally projected costs of the project as stated in the Board (or EO) letter.
Cost information can be presented
graphically, in a table, or in paragraph form. This section does not address
cost effectiveness or cost of commercialization.

     

    Commercialization
and Applications

    This
section describes the anticipated or potential applications of the demonstrated
technology and/or clean fuel. If applicable, discuss follow on projects to
further improve the technology. If available or applicable, discuss expected
costs of control and cost-effectiveness in the context of currently available
technologies. Cost data should be noted as estimates or projections, especially
since TA projects are often “first of a kind.”

     

    Prospects
for commercialization should include a discussion of the potential size of the
target or primary market, and if there is another market segment or application
that could use the technology, Discussion of the commercial status of the
technology should address questions such as: (1) how close to a commercial
product is it; (2) what work remains to bring it to market; (3) when could it be
made commercially available and competitive; and (4) what barriers remain before
the technology can be commercialized.

     

     

    9