SUBCONTRACT #RF-05-HFS-003 Between THE UNLV RESEARCH FOUNDATION Box 452036 Las Vegas, Nevada 89154-2036 And ALTAIR NANOMATERIALS, INC. 204 Edison Way Reno, Nevada 89502

 

This AGREEMENT, which will be known as SUBCONTRACT #RF-05-HFS-003, is by and between The UNLV Research Foundation, hereinafter referred to as UNLVRF and Altair Nanomaterials, Inc., 204 Edison Way, Reno, Nevada 89502, hereinafter referred to as SUBCONTRACTOR.

WHEREAS, UNLVRF has been awarded Grant Number DE-FG36-03GO13063, Amendment A001, from the U.S. Department of Energy, Golden Field Office, for a project entitled “Hydrogen Filling Station; and

WHEREAS, SUBCONTRACTOR was proposed and has been approved for substantial subcontracted effort under the above referenced Grant;

NOW, THEREFORE, in consideration of the mutual covenants herein provided, the parties do agree as follows:

SUBCONTRACTOR agrees to perform the work described in APPENDIX A, SCOPE OF WORK, incorporated herewith into this agreement. SUBCONTRACTOR shall neither assign, transfer, nor delegate any rights, obligations or duties under this Subcontract without prior written consent of UNLVRF. UNLVRF may withhold consent for any reason.

UNLVRF:

Technical -

Dr. Robert F. Boehm

Technical Project Manager

UNLV Center for Energy Research

4505 Maryland Parkway Box 454027

Las Vegas, Nevada 89154-4027

(702) 895-4160

Administrative -

Janice Wiedemann

UNLV Research Foundation

Box 452036

Las Vegas, Nevada 89154-2036

(702) 363-2294

Contractual -

Thomas F. Williams

Executive Director

UNLV Research Foundation

Box 452036

Las Vegas, Nevada 89154-2036

(702) 939-4612

SUBCONTRACTOR:

Technical:

Mr. Bruce Sabacky

Altair Nanomaterials, Inc.

204 Edison Way

Reno, Nevada 89502

(775) 858-3766

***@***

Contractual:

Mr. Kenneth Lyon

Altair Nanomaterials, Inc.

204 Edison Way

Reno, Nevada 89502

(775) 858-3742

This Subcontract shall be effective for the period October 1, 2004 through December 31, 2005, unless extended by mutual agreement of the parties through an amendment to this Subcontract.

Either party may, at any time during the period of this Subcontract, terminate this Agreement with or without cause, by giving thirty (30) days written notice. Notice should be sent by registered or certified mail. In the event of termination, the parties agree to negotiate, in good faith, the payment of any work completed prior to the date of Notice of Termination and the receipt of equipment, data, reports, or other deliverables.

The total amount to perform the work identified in APPENDIX A, SCOPE OF WORK, is $500,000. The provisions of Grant DE-FG36-03GO13063 require at least 20% cost-sharing by the grantee. Therefore, UNLVRF will reimburse SUBCONTRACTOR for costs incurred in an amount not to exceed $400,000. SUBCONTRACTOR will cost-share the balance of estimated total project costs in an amount equaling at least $100,000 (refer to ARTICLE 6, COST-SHARING CONTRIBUTIONS).

APPENDIX B, BUDGET DETAIL, provides a detailed budget by Object Class Categories.

Payment Method. UNLVRF shall reimburse SUBCONTRACTOR for incurred allowable expenses not more often than monthly. SUBCONTRACTOR’s standard invoice, and a summary progress report itemizing each task identified in APPENDIX A, SCOPE OF WORK, must be submitted when requesting payment. SUBCONTRACTOR’S invoice must include Subcontract number, current and cumulative costs, and a certification as to its truth and accuracy. The invoice should also report on the amount and type of SUBCONTRACTOR’S cost share that was expended each month. Payment requests that do not follow the above guidelines shall be returned to the SUBCONTRACTOR. Payments will be made within thirty days of receipt of payment requests. Payment requests and/or any questions concerning payments should be directed to:

Elizabeth Dickson, Chief Financial Officer

UNLV Research Foundation

Box 452036

Las Vegas, Nevada 89154-2036

(702) 939-4616

SUBCONTRACTOR shall share in all allowable and allocable costs resulting from the work performed under this Subcontract. All cost sharing, including cash and third party in-kind contributions, must be verifiable from the SUBCONTRACTOR’S records. Special terms and conditions applicable to cost sharing can be found at 10 CFR 600.224.

Any cost sharing shall defray only the allowable costs of the project in accordance with the statutes, regulations, applicable cost principles, and other terms and conditions cited herein. UNLVRF shall not share any costs above and beyond the amounts obligated in this Subcontract.

SUBCONTRACTOR shall provide technical and financial reporting in accordance with the requirements and instructions set forth in APPENDIX C, REPORTING REQUIREMENTS. Failure to comply with the reporting requirements will be considered a material noncompliance with the terms of this Subcontract. Noncompliance may result in the withholding of future payments, the suspension or termination of this Subcontract, and/or the withholding of future agreements.

A willful failure to perform, a history of failure to perform, or unsatisfactory performance of this Subcontract and/or other contractual documents, may also result in a debarment action to preclude future agreements.

For purposes of this Subcontract, SUBCONTRACTOR and its employees shall be classified as an “Independent Contractor” and not as employees of UNLVRF.

Under the provisions of OMB Circular A-133, UNLVRF is required to monitor federally funded subcontractor activities. SUBCONTRACTOR must assure UNLVRF that it complies with applicable OMB circulars and that it will notify UNLVRF of completion of required audits and of any adverse findings which impact this Subcontract. Relevant OMB Circulars are available at: http://www.whitehouse.gov/omb/circulars/

SUBCONTRACTOR shall not make publicity releases in connection with this Subcontract without prior review and approval of the UNLVRF. This does not include routine announcements of awards or research results in research publications. Proposed publicity releases shall be submitted to the UNLVRF Project Manager for such review and approval.

Flow-down provisions required under the special and general provisions of Grant DE-FG36-03GO13063 or required under standard federal regulations shall apply to this Subcontract. Terms and conditions applicable to SUBCONTRACTOR are covered in APPENDIX D, SPECIAL TERMS AND CONDITIONS. Within these flow-down provisions, references to “Recipient” shall be understood to apply to SUBCONTRACTOR, and references to DOE shall be understood to apply to UNLVRF. References to “Technical Officer” and “Contracting Officer” shall be understood to mean the UNLVRF Key Personnel listed in ARTICLE 2 of this Subcontract. APPENDIX E includes the applicable intellectual property reference information.

In the event any one or more of the provisions of this Subcontract shall, for any reason, be held to be invalid, illegal, or unenforceable, then notwithstanding such provision, the remainder of this Subcontract shall remain in full force and effect, and such term or provision shall be deemed stricken.

SUBCONTRACTOR agrees to comply with all relevant local, state, and federal statutes and regulations. This Subcontract shall be governed exclusively by the laws of the State of Nevada.

SUBCONTRACTOR hereby acknowledges that UNLVRF is a separate nonprofit, educational and charitable corporate entity. It does not have the power to pledge State of Nevada and or the University of Nevada, Las Vegas (UNLV) funds or credit. Further, the State of Nevada and/or UNLV cannot assume any debts of UNLVRF. Each party to this Subcontract shall bear responsibility for its own negligent acts to the extent allowed by law.

Neither party shall be responsible to the other for failure to perform any of the obligations imposed by this Subcontract, provided such failure shall be occasioned by fire, flood, explosion, lightning, windstorm, earthquake, subsidence of soil, failure or destruction, in whole or in part, of machinery or equipment or failure of supply of materials, discontinuity in the supply of power, government interference, civil commotion, riot, war, strikes, labor disturbance, transportation difficulties, labor shortage or any cause beyond its reasonable control.

This Subcontract, together with all attachments, exhibits and other appendixes hereto, constitutes the entire agreement between the parties and supersedes all previous agreements with respect to the subject matter hereof.

The parties have executed this SUBCONTRACT #RF-05-HFS- 003:

(1)

ALTAIR NANOMATERIALS, INC.

By:_________________________________Date:______________

Name: (printed)

Title:

(2)

THE UNLV RESEARCH FOUNDATION

By:_________________________________Date:_______________

Thomas F. Williams, Executive Director

 

 

The work product under this grant and described in the following objectives will be performed as a joint effort between Altair Nanomaterials, Inc. and Hydrogen Solar.

ALTAIR SCOPE OF WORK

Altair’s scope of work for the one year duration of the project will focus on development of an iron oxide coating for the front cell anodic electrode of the H-Solar’s Tandem Cell. The development program will encompass the following primary points:

·

Determination and selection of a synthesis route for nano-scale Fe oxide (20-100 nm)

·

Testing of the Fe oxide coatings for photocatalytic activity (PCA) using solar simulation test equipment and other characterizations

·

Optimization of the PCA of the Fe oxide coating through doping, coating, particle morphology adjustment, etc.

 

·

Development of a deposition technique for applying the Fe oxide to both conducting glass and conducting polymer substrates.

·

Testing of the Fe oxide coatings for electrolyte compatibility

The initial portion of the program will concentrate on the synthesis of nanometer scale Fe oxide. This effort will consist of:

·

Survey of literature addressing Fe oxide synthesis

·

Survey of commercially available nano-sized Fe oxides

·

Studies of selected one-stage and two-stage solution pyrolysis processes for synthesis of Fe oxides

·

Studies of selected low-temperature synthesis routes, including hydrothermal processing routes, and sol-gel processing of heterometal alkoxide precursors.

To evaluate each of the oxides generated by whatever method, test cells will be fabricated according the techniques already developed by Hydrogen Solar. Transfer from H-Solar to Altair of the required laboratory “know-how” for making the test cells must occur to maintain efficiency in the progress of the program. Once satisfactory test cells are made, evaluation of materials will be performed in “round robin” fashion, using solar simulator equipment at Altair and at H-S and then at “third party” laboratories.

In the evaluation of each source of Fe oxide, a means to dope the oxide will be developed and then used to study a range of appropriate doping elements and doping element concentrations.

Once an optimal group of Fe oxides is identified through variation of particle size , morphology and coating, and doping type and concentration, a deposition technique for applying the oxide in thin film on a conductive substrate will be developed. Both conductive glass and conductive polymers will be used as substrates. And again, this portion of the development program will build upon whatever deposition techniques have already been developed by H-Solar.

It is tempting to consider each of the above sections of the development program as occurring in series, with the synthesis route developed first, followed by doping strategies, and finally the deposition of the doped oxide on a substrate. And for practical reasons this is how the program will probably unfold. It is necessary, however, to be aware that each area of development impacts on other areas all the way downstream. Selection of an oxide synthesis route will impacted by the type and concentration of a desired dopant. And likewise, the selection of an oxide type and dopant will have to be considered in light of compatibility with the cell electrolyte and deposition technique.

 

 

 

 

DOE F4600.4 10-9-82		U. S. Department of Energy												OMB Control No. 1910-0400
Replaces EIA- 459c All other Editions are Obosolete		Federal Assistance Budget Information
		OMB Budget Disclosure Statement
Public reporting burder for this colection of information is estimated to average 1.87 hours per response, including the time for reviewing
instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information.
Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden, to
Office of Information Resources Management, AD-241.2 - GTN. Paperwork Reduction Project (1910-0400), U.S. Department of Energy, 1000
Independence Avenue, S.W. , Washington, DC 20585; and to the Office of Management and Budget (OMB), Paperwork Reduction Project (1910-0400)
Washington, DC 20503.
1. Program/Project Identification No.				2. Program/Project Title
DE-FG36-03GO13063 - Subcontract				Hydrogen filling station
3. Name and Address										4. Program/Project Start Date
University of Nevada, Las Vegas Research Foundation											10/1/2004
Box 451037										5. Completion Date
Las Vegas, NV 89154-1037											12/31/2004
SECTION A - BUDGET SUMMARY
Grant Program			Estimated Unobligated Funds					New or Revised Budget
Function	Federal
or Activity	Catalog No.		Federal			Non-Federal		Federal			Altair		Total
(a)	(b)		(c)			(d)		(e)			(f)		(g)
DE-FG36-03GO13063 - Subcontract	81.087							$400,000			$100,000			$500,000
5. TOTALS								$400,000			$100,000			$500,000
SECTION B - BUDGET CATEGORIES
		Grant Program, Function or Activity											Total
6. Object Class Categories		Federal				Altair	(3)		(4)				(5)
a. Personnel		$73,462				$18,365		$0			$0			$91,827
b. Fringe Benefits		$28,136				$7,034		$0			$0			$35,170
c. Travel		$4,920				$1,230		$0			$0			$6,150
d. Equipment		$112,000				$28,000		$0			$0			$140,000
e. Supplies		$20,000				$5,000		$0			$0			$25,000
f. Contractual		$0				$0		$0			$0			$0
g. Construction		$0				$0		$0			$0			$0
h. Other		$0				$0		$0			$0			$0
i. Total Direct Charges		$238,518				$59,629		$0			$0			$298,147
j. Indirect Charges		$161,482				$40,370		$0			$0			$201,852
k. TOTALS		$400,000				$100,000		$0			$0			$500,000
7. Program Income

 

 

 

 

 

 

SPECIAL TERMS AND CONDITIONS

1.

EXPLANATION OF AWARD CONTENTS

These special terms and conditions neither restate all of the provisions of the applicable statutes and regulations, nor represent an exhaustive listing of all requirements applicable to this award. Rather, they are emphasized by inclusion here because (1) they are invoked with high frequency or (2) their violation is a matter of serious concern. In addition to the provisions of this appendix, the sections listed below of 10 Code of Federal Regulations (CFR) 600 are specifically emphasized:

10 CFR 600.3, Definitions

10 CFR 600, 26, Funding

10 CFR 600,121, Standards for Financial Management Systems

10 CFR 600.125, Revision of Budget and Program Plans

10 CFR 600.127, Allowable Costs

10 CFR 600 can be found at:

2.

ORDER OF PRECEDENCE

Any inconsistency in this award shall be resolved by giving precedence in the following order: (1) statutory provisions; (2) 10 CFR Part 600 and any other applicable Subpart Program Rule(s), Executive Orders and applicable OMB Circular provisions; (3) DOE F 4600.1, NFAA and all its attachments; and (4) the UNLVRF application.

3.

PAYMENT PROVISIONS

The [DOE] Contracting Officer may have vouchers and statements of costs, which are recorded against this award, verified at any time prior to the end of the required retention period for award records. These cost verification reviews may cover all costs recorded or any portion thereof as determined by the Contracting Officer. Each payment shall be subject to reduction of amounts in the related invoice or voucher, which are found by the Contracting Officer, on the basis of audit, not to constitute allowable costs. If a final audit of costs has not been performed prior to close out of the award, DOE or its successor agency shall have the right to recover an appropriate amount after fully considering the recommendations on disallowed costs resulting from the final audit when conducted.

4.

STATEMENT OF FEDERAL STEWARDSHIP

DOE will exercise normal Federal stewardship in overseeing the program activities performed under this grant. These activities will include, but are not limited to, conducting site visits; reviewing performance and financial reports; temporary intervention in unusual circumstances to correct deficiencies which develop during a project; ascertaining compliance with terms and conditions; and reviewing technical performance after project completion to insure that the grant’s objectives are accomplished.

5.

PROJECT SITE ACCESS

At the request of the Contracting Officer or Project Officer, the Recipient shall provide Government officials and interested members of the public as determined by DOE, with access to the project site to observe project operations, except where access must be limited due to valid safety or security concerns. Requests for access shall be submitted in a reasonable amount of time in advance.

The Recipient shall provide access at reasonable times and within reasonable limitations on the number of people during each visit.

Access for the interested members of the public may generally be restricted to certain areas such that proprietary information and expertise is not compromised. The Recipient shall have access approval rights but shall not unreasonably withhold such approval.

6.

LOBBYING RESTRICTIONS

The Recipient agrees that none of the funds obligated on this award shall be expended, directly or indirectly, to influence Congressional action on any legislation or appropriation matters pending before Congress, other than to communicate to members of Congress as described in 18 U.S.C. 1913. This restriction is in addition to those prescribed elsewhere in statute and regulation.

7.

PUBLIC ACCESS TO INFORMATION

The Recipient recognizes that any documents it submits to DOE under this award are subject to public disclosures under the Freedom of Information Act (“Act”), as amended, and the DOE Implementing Regulations (10 CFR 1004). The Act requires public access to information in DOE’s possession, unless that information is protected under an exemption to the Act and does not require Recipients, their sub-recipients or their contractors to permit public access to their records. An exemption to the Act protects confidential or proprietary, commercial information, personnel information, financial information and trade secrets submitted by the Recipient provided that such information has not previously been made available to the public. Prior to responding to a request for the Recipient’s information in the possession of DOE, DOE will obtain the Recipient’s opinions on whether the information should be exempted.

8.

ACKNOWLEDGMENT OF DOE SUPPORT IN ANY PUBLICATIONS

Publication of the results of this award is encouraged subject to any applicable restrictions in 10 CFR 600.27 (Patents and Data Provisions). Any article published shall include an acknowledgment that the research was supported, in whole or in part, by a DOE award (with award number) and a statement that such support does not constitute an endorsement by DOE of the views expressed in this article.

9.

FOREIGN TRAVEL REQUIREMENTS

Foreign travel is any travel outside Canada and the United States and its territories and possessions or for Recipients located in another country, travel outside that country. The International Air Transportation Fair Competitive Practices Act of 1973 (49 U.S.C. 1517) (Fly America Act) requires Federal Recipients to use U.S. Flag carriers for Government-financed international air travel to the extent these carriers are available. A Recipient contemplating the use of non-U.S. flag carriers shall consult with the Specialist [UNLVRF Project Manager] prior to the trip.

10.

LIABILITIES AND LOSSES

Except as provided in the Federal Tort Claims Act, DOE assumes no responsibility with respect to any damages or loss arising out of any activities undertaken with the financial support of this award. DOE and the Recipient make no express or implied warranty as to the conditions of the research, or any intellectual property, or products made or developed under this award, or the ownership, merchantability or fitness for a particular purpose of the research or resulting product.

11.

PERMITS AND RESPONSIBILITIES

The Recipient shall be responsible for obtaining any necessary licenses and/or permits and for complying with applicable Federal, state and municipal laws, codes, and regulations in connection with the execution of the work hereunder. The Recipient shall take proper safety and health precautions to protect the workers, the public, the environment, and property.

12.

AMERICAN-MADE EQUIPMENT AND PRODUCTS

It is the sense of the Congress that, to the greatest extent practicable, all equipment and products purchased with funds made available under this award should be American-made.

13.

NOTICE REGARDING UNALLOWABLE COSTS AND LOBBYING ACTIVITIES

Recipients are cautioned to carefully review the allowable cost and other provisions applicable to expenditures under this award. If funds are spent for purposes or in amounts inconsistent with the allowable cost principles or any other provisions governing expenditures DOE may pursue a number of remedies against the Recipient, including, in appropriate circumstances, recovery of such funds, termination of the award, suspension or debarment of the Recipient from future awards, and criminal prosecution for false statements.

Particular care should be taken by the Recipient to comply with the provisions prohibiting the expenditure of funds for lobbying and related activities. This award may be used to describe and to encourage or support political activities such as the collection and dissemination of information related to potential, planned or pending legislation.

14.

INSOLVENCY, BANKRUPTCY OR RECEIVERSHIP

The Recipient shall immediately notify DOE of: (i) its intent to, or its parent’s intent to, institute a voluntary case seeking liquidation or reorganization under the Bankruptcy Act; (ii) its consent to the institution of an involuntary case under the Bankruptcy Act against it; (iii) the filing of any similar proceeding for or against the Recipient or its parent, or its consent to, the dissolution, winding-up, or readjustment of Recipient’s debts, appointment of a receiver, conservator, trustee, or other officer with similar powers over the Recipient, under any other applicable state or Federal law; or (iv) the insolvency of the Recipient due to its inability to pay its debts generally as they become due.

DOE can unilaterally suspend payments under this Award, or if determined necessary, can unilaterally terminate this Award if reasonable cause exists for DOE to believe that the Recipient is insolvent due to facts which indicate the Recipient is unable to pay its obligations as they mature in the ordinary course of business, or if the Recipient, its parent, or creditors of the recipient, files a petition in bankruptcy against it, or if a court of competent jurisdiction appoints a receiver, trustee, liquidator or conservator with control over the business affairs of the recipient. In such instances, DOE may terminate the award in whole or in part, or suspend payments, if it is determined in the best interests of DOE to do so.

Nonprofit organizations are subject to the intellectual property requirements at 10 CFR 600.13:

(http://www1.pr.doe.gov/f600a27.html and http://www1.pr.doe.gov/f600b136.html)

The patent provisions of this agreement cover all inventions made (reduced to practice for the first time) or conceived in the course of, or under, this Subcontract. Any such inventions should be reported directly to:

Intellectual Property Law Division

U.S. Department of Energy

Chicago Operations Office

9800 S. Cass Avenue

Argonne, IL 60439

(630) 252-2166

A written disclosure of each invention must be forwarded to DOE’s Chicago Operations Office within two months after the inventor discloses the invention to the SUBCONTRACTOR. SUBCONTRACTOR is further required to promptly notify DOE’s Chicago Operations Office of the acceptance of any manuscript describing the invention for publication or of any on sale or public use planned for the invention.

If the SUBCONTRACTOR decides to retain title under the subcontract, SUBCONTRACTOR must notify the DOE’s Chicago Operations Office of its election to retain title within two years of disclosing the invention to DOE, but, in any event, at least sixty (60) days prior to the end of the one-year statutory period initiated by publication, on sale, or public use.

 

 

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