Contract Change No. 1 to DARPA Fuel Cell Hybrid Vehicle Project Agreement between SMUD and H Power Corporation

Summary

This contract change is an amendment to the original agreement between Sacramento Municipal Utility District (SMUD) and H Power Corporation for the DARPA Fuel Cell Hybrid Vehicle Project. It updates audit requirements, extends the contract term to February 28, 1999, revises cost allocation details, and clarifies property ownership, granting H Power title to project property. The amendment also specifies invoice procedures and states that all other terms of the original contract remain in effect unless specifically changed.

EX-10.47 7 ex-1047.txt EXHIBIT 10.47 EXHIBIT NO. - ----------- 10.47 - Contract Change No. 1 to SMUD I. Page 1 of 2 CONTRACT CHANGE SMUD SACRAMENTO MUNICIPAL UTILITY DISTRICT / / 6201 S. Street, P.O. Box 15830, Sacramento CA ###-###-#### ###-###-#### -------------------------- FOR INTERNAL USE ONLY -------------------------- CONTRACT NO. H-126 CHANGE NO. 1 W.O./DIST. NO. ___________ -------------- ------------ Electric Transportation Program PROJECT __________________ - ---------------------------------------------------- CONTRACT TITLE DARPA Fuel Cell Hybrid Vehicle Project COST CENTER ______________ - ---------------------------------------------------- CONTRACT SCOPE __________________________________________________ RESOURCE _________________ THIS AGREEMENT made by and between SACRAMENTO MUNICIPAL UTILITY DISTRICT, hereinafter called the District, and H Power Corporation hereinafter designated as Contractor, WITNESSETH: That the parties hereto mutually agree to the following changes in the above numbered contract between the parties, hereinafter called the "original contract": Replace paragraph 5.G.2. Audits, as follows: 2) H Power shall have an audit of Federal Financial Assistance performed in accordance with generally accepted auditing standards, "Government Auditing Standards" issued by the Comptroller General of the United States and Office of Management and Budget (OMB) Circular A-133. This audit shall be performed annually within 7 months of the end of the calendar year for each year federal funds are received including the year in which the Agreement expires or is terminated. Amend Section 6. Term as follows: Unless earlier terminated pursuant to paragraph 26 and subject to paragraph 26, this Agreement shall continue in effect until February 28, 1999. Revise paragraph 5.D Administrative & Cost Principles, as follows: Charge Costs To: Cost Center 518, Fuel Cell Hybrid - Work Order No. 702061 Cost Element 713, Program IX. This Contract Change is subject to all provisions of the original contract and all provisions of any previous Contract Changes which are not expressly superseded in this Contract Change. SACRAMENTO MUNICIPAL UTILITY DISTRICT H Power Corporation ------------------------------------ Contractor By /s/ Jan Schori 2/23/98 By /s/ Arthur Kaufman 2/27/98 --------------------------------- --------------------------------- Date Date Type Name JAN SCHORI Type Name ARTHUR KAUFMAN --------------------------- -------------------------- Title General Manager Title V.P.,Technology & Engineering ------------------------------- ------------------------------ Page 2 of 2 CONTRACT CHANGE CONTINUATION Contract No. H-126 Change No. 1 Replace Section 13, Project Property Ownership, with the following: Title to all nonexpendable and expendable tangible personal property purchased or otherwise created through the direct Project work of H Power shall be deemed to have vested in H Power upon purchase, fabrication, manufacture or by other means of acquisition. The Project vehicle which will result from completion of vehicle integration activities of H Power, as further described in the Statement of Work, will remain in complete and functional condition, with fuel cell power system installed, excepting periods of time the system may be needed for other directly related power system development activities, until such time as H Power determines that the power system must be removed, but no earlier than February 28, 1999. The Parties may extend this time by mutual written agreement. Revise paragraph 5.E.4) as follows: 4) Invoices shall be directed to: Sacramento Municipal Utility District Accounts Payable, MS B302 P.O. Box 15830 Sacramento, CA ###-###-#### This Contract Change is subject to all provisions of the original contract and all provisions of any previous Contract Changes which are not expressly superseded in this Contract Change. SACRAMENTO MUNICIPAL UTILITY DISTRICT /s/ JS /s/ AK -------- ---------- INIT. CONTRACTOR INIT.