HomeMy WebLinkAbout2002-10-07 City Council (2)TO:
FROM:
DATE:
City of Palo Alto
C ty Manager’s Report
HONORABLE CITY COUNCIL
CITY MANAGER
OCTOBER 7, 2002
SUBJECT:APPROVAL TO JOIN THE
PARTNERSHIP AT. THE ASSOCIATE
DEPARTMENT: PUBLIC WORKS
.CMR: 395:02
CALIFORNIA FUEL CELL
PARTNER LEVEL IN
ORDER FOR THE CITY OF PALO ALTO TO HOST A TEST AND
DEMONSTRATION HYDROGEN FUELING STATION
5
RECOMMENDATION
Staff recommends that Council approve and authorize the Mayor to execute the attached
Indemnification Agreement, Confidentiality Agreement, California Fuel Cell Partnership
Safety Management Statement of Principles and The California Fuel Cell Project
Statement of Intent with the California Fuel Cell Partnership, making the City of Palo
Alto an Associate Partner in the consortium.
BACKGROUND
The California Fuel Cell Partnership is a collaborative of auto manufacturers, energy
companies, fuel cell companies, and government agencies. The intent of the partnership
is to develop a public/private project to demonstrate in California the potential for fuel
cell-powered vehicles as a safe, practical, clean and efficient alternative to vehicles
powered by internal combustion engines.
Automobile companies and fuel suppliers have joined together to demonstrate fuel cell
vehicles under real day-to-day driving conditions. The partnership expects to have up to
60 fuel cell demonstration vehicles on the road by the end of 2003. Plans are underway
to extend the project through 2007. In addition to testing the fuel cell vehicles, the
partnership is testing fuel alternatives, identifying fuel infrastructure issues and preparing
the California market for this new technology. More information about the partnership
can be found at the website <http://www.fuelcellpartnership.org/>.
The goal of the Partnership is to prepare the market for fuel cell vehicles by
demonstrating vehicle performance and demonstrating viability of fueling infrastructure,
addressing commercialization challenges, and increasing public awareness of the
groundbreaking technology. Fuel cell vehicles are quiet, hydrogen propelled vehicles,
environmentally friendly, and only emit distilled water exhaust from the tailpipe in the
form of steam, which evaporates and does not adversely affect air quality.
CMR:395:02 Page 1 of 2
DISCUSSION
A prelilninary site has been Selected for a test fueling station at the Regional Water
Quality Control Plant ("Plant"). The Plant is an ideal location because it is a secure, 24
hour, 7 day a week operation with utility hook-ups in close proximity to the selected site.
Within California, the number of fuel cell test vehicles is limited. The .proposed station
for Palo Alto can fill about three test vehicles per day. No operational difficulties for the
City are anticipated with such a test program.
The City must join the Partnership at the Associate Level in order to host a site. The
Partnership’s standard Indemnity Agreement, Confidentiality Agreement, Safety Plan
Statement of Principles, and Statement of Intent govern the relationships between the
participants in the consortium. These agreements are included in Attachments A - D.
RESOURCE IMPACT
The City will provide .in-kind support services, limited to minor operating costs (about
$500/year) for electricity and water.
POLICY IMPLICATIONS
Reconamendations for this staff report are consistent with existing City policies.
ENVIRONMENTAL REVIEW
This project is a minor project categorically exempt from the California Environmental
Quality Act.
ATTACHMENTS
Attachment A:Indemnification Agreement
Attachment B:Confidentiality Agreement
Attachment C:California Fuel Cell.Partnership Safety Management Statement of
Principles.
Attachment D:The California Fuel Cell Project Statement of Intent
PREPARED BY:James Allen, Project Engineer RWQCP
Bill Miks, ager RWQCP
GLENN S. R~-~ERTS
Director of Public Works
DEPARTMENT HEAD:
CITY MANAGER APPROVAL:
EMILY I2iARRI S ON
Assistant City Manager
CMR:395:02 Page 2 of 2
Attachment A
INDEMNIFICATION AGREEMENT
October 2001
This agreement (Agreement) is entered into by and among each of the parties listed on the
signature pages (each a "Participant" and, collectively, "Participants").
RECITALS:
1. Each of the Participants or an affiliated entity has executed the California Fuel Cell
Project Statement of Intent prior to the date of this Agreement, agreeing to develop a
public/private project to demonstrate in California .the potential for fuel celt-powered vehicles
as a safe, practical, clean, and efficient alternative to vehicles powered by internal
combustion engines.
2. THe Participants wish to clarify the potential scope of liability each part_c.pant may
have with respect to third parties as a result of a Participant’s participation in the California
Fuel Cell Project.
AGREEMENTS:
In consideration of the covenants and agreemer~tsset forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Participants agree as follows:
A. The California Fuel Cell Project is also known as the California Fuel Cell Partnership.
The Participants expressly disclaim any intention to create or form a legal partnership or an
unincorporated joint venture among any of the Participants as a result of the work conducted
under the Statement of Intent referred to in Recital 1, or this Agreement.
B.Each Participant warrants to all other Participants that:
(i) It is duly incorporated, continued, amalgamated., or formed and in good
standing in the jurisdiction in which it was incorporated, continued,_amalgamated, or formed,
or it is a duly created state, local, or federal government entity;
(ii) This Agreement has been duly authorized, executed, and delivered by such
Participant;
(iii) It has obtained every permit, consent, approval or authorization of, and has
made every declaration to or filing with, any governmental or regulatory authority that is
required in connection with the execution, delivery, and performance of this Agreement.
C. Indemnification Rights for Participants.
C.1. The Participants intend that each Participant will be responsible for its own actions and
the actions of its affiliates, officers, directors, employees and agents ("Representatives") to
the extent allowable by applicable law. Except as otherwise specifically provided in an
agreement by two or more Participants which is ancillary to the California Fuel Cell Project,
each Participant agrees to indemnify and hold harmless each other Participant and its
Representatives from and against any and all loss, claim, damage, liability, cost, and
expense (including reasonable legal expenses) for third-party claims which arise out of the
California Fuel Cell Project to the extent such losses, claims, damages, liabilities, costs, or
expenses are caused by active or passive negligence or intentional acts or omissions of the
Indemnifying Participant (as defined below) or any of its Representatives.
C.2. The Participants understand that the California Tort Claims Act (Government Code
sections 814 et seq.) provides the basis for the liability of California public entity Participants.
Nothing in this Agreement alters any claimant’s or Participant’s obligation to follow the
procedural provisions of the California Tort Claims Act. The Participants understand that the
individual California state public agency entities are not authorized to "indemnify".non-public
entities, that the State of California manages its liability through the California Tort Claims Act
process, and that non-public entity Participants have access to all available remedies through
that process.
C.3. The Participants further understand that claims against the federal public agency
Participants are subject to the Federal Tort Claims Act (FTCA) and must be processed in
accordance with the procedures set forth in 10 C.F.R. section 1014 et seq.
D. Indemnification Procedures
D.1. Any Participant (or Representative) that seeks indemnification from another Participant
shall promptly notify the Participant from which indemnification is sought. For the purposes of
this Agreement, the Participant seeking indemnification is "the Indemnified Participant," and
the Participant(s) from which indemnification is sought is "the Indemnifying Participant."
D.2. In the event that the IndemnifYing Participant is a California State or local
governmental entity, notice must be provided in accordance with the applicable provisions of
the California Tort Claims Act. In the event that the Indemnifying Participant a federal public
agency Participant, notice of an administrative claim must be provided in accordance with the
FTCA and 10 C.F.R. 1014.2.
D.3. Where the Indemnifying Participant is not a governmental entity, the failure to notify
the Indemnifying Participant will not relieve the Indemnifying Participant from any obligation
which it may have to an Indemnified Participant, except to such extent that the failure to notify
prejudices the Indemnifying Participant.
D.4. In the event that an action is brought by a third party against any of the Participants (or
Representative), and such Participant(s) believe that indemnification from another Participant
is appropriate, the involved Participants agree to work together to determine how the third-
2
party action will be handled. The involved Participants will use commercially reasonable
efforts to resolve the indemnification issues between and among themselves.
D.5.An Indemnified Participant may, at its own cost and risk, participate in the defense of a
matter with counsel of its own choosing.
D.6. An Indemnified Participant shall undertake all commercially reasonable efforts to
mitigate any damages and shall provide all assistance reasonably requested by the
Indemnifying Participant or Participants for the defense and resolution of the matter.
D.7. If an Indemnifying Participant enters into a settlement agreement or consen[ decree in
an action that also involves an Indemnified Participant, the Indemnifying Participant will
obtain the consent of the Indemnified Participant before entering into the settlement
agreement or consent decree. The Indemnified Participant will not unreasonably withhold or
delay its consent.
E.Miscellaneous
E.1. All notices or other communications given or made under this Agreement must be in
writing and must be delivered by hand, against written receipt or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the Participants at their respective
addresses appearing on Schedule A. Notices wil be deemed given on the date of receipt, or,
if mailed, three business days after mailing, except notices of change of address, which will
be deemed given when received. Notwithstanding the above, if notice is to be provided to a
California state or local government entity Participant, then notice must be provided in
accordance with the California Tort Claims Act. If notice is to be provided to the federal
public agency Participant, notice of an administrative claim must be provided in accordance
with the FTCA and 10 C.F.R. 1014.2.
E.2. All the terms and provisions of this Agreement will be construed in accordance with
and governed by the internal laws of the .State of California, regardless of where this
Agreement may be executed by the Participants.
E.3. This Agreement constitutes the entire agreement among the Participants with respect
to the subject matter hereof and may be amended only by a writing executed by all
Participants.
E.4. This Agreement shall be binding on and inure to the benefit of each of the Participants
and their respective heirs,, legal representatives, successors, and assigns.
E.5. The invalidity or unenforc~ability of any provision of this Agreement will not affect the
validity or enforceability of any other provision of this Agreement.
E.6. The waiver by any Participant of a breach of any provision of this Agreement will not
operate, or be construed, as a waiver of any subsequent breach of any provision of this
Agreement.
E.7. This agreement does not obligate or commit funds, not shall it be the basis for the
transfer of funds.
E.8. This Agreement may be executed in one or more parts, each of which will be deemed
an original, but all of which together will constitute one and the same instrument.
E.9. The headings used in this Agreement for various sections and subsections are
provided only for informational purposes and do not have any legal effect.
This Agreement has been executed by each Participant on ttqe date next to the Participant’s
authorized signature.
As full partners:
For:DaimlerChrysler Research and Technology North America, Inc.
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Peter Schaefer
Vice President and Chief Operating Officer
Think Mobility, LI-C
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
John R. Wallace
Executive Director, Th!nk Group
General Motors
Full member of the CaFCP
By:
Name:
Title:
Date:
Alan Weverstad
Director, Mobile Emissions and Fuel Efficiency Team
4
For:Honda R and D Americas, Inc.
Full member of the CaFCP
For:
By:
Name: Ben Knight
Title: Vice President
Date:
Hyundai America Technical Center, Inc.
Full member of the CaFCP
For:
By:
Name: Young’Woo Kim
Title: President
Date:
Nissan Technical Center North America, Inc.
Full member of the CaFCP
For:
By:
Name: Shigeo Ishida
Title: President
Date:
Toyota
Full member of the CaFCP
By:
Name:
Title:
Date:
Kyo Hattori
Senior Executive Engineer
For:Volkswagen of America, Inc.
Full member of the CaFCP
By:
Name:
Title:
Date:
Kevin M. McDonald
Staff Attorney
5
For:Atlantic Richfield Company
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Peter Histon
Senior Advisor, Transportation and Fuels
ExxonMobil Research and Engineering Company
Full member of the CaFCP
For:
By:
Name: W.R.K. Innes
Title: President
Date:
Shell Oil Products Company
Full member of the CaFCP
For:
By:
Name: S.T. Nunnally
Title: Vice President
Date:
Texaco Energy Systems, Inc.
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Graham H. Batcheler ’
President
Ballard Power Corporation
Full member of the CaFCP
By:
Name: Firoz Rasul
Title: Chairman
Date:
By:
Name:
Title:
Date:
Noordin Nanji
Corporate
Secretary
6
For:Internationa Fuel Cell, LLC
Full member of the CaFCP
By:
Name:
Title:
Date:
Daniel Kelly
Vice President, Transportation Business
For:Xcellsis Corporation
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Rick Cooper
Chief Executive Officer
State of California Air Resources Board
Full member of tne CaFCP
For:
By:
Name:
Title:
Date:
Michael P. Kenny
Executive Officer
State of California Energy Commission
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
William J. Keese
Chairman, California Energy Commission
South Coast Air Quality Management District
Full member of the CaFCP
By:
Name: Dr. William Burke
Title: Chairman, South Coast Air Quality Management District Governing Board
Date:
For:U.S. Department of Energy
Full member of the CaFCP
For:
By:
Name: Thomas J. Gross
Title: Deputy Assistant Secretary for Transportation Technology
Date:
By:
Name: Barbara Goodman
Title: Director,. NREL Center for Transportation Technologies and Systems
Midwest Research Institute, National Renewable Energy Laboratory
Date:
U.S. Department of Transportation
Full member of the CaFCP
By.:
Name:
Title:
Date:
Timothy Klein
Associate Administrator for Innovation Research and Education
As associate partners:
For:Air Products and Chemicals, Inc.
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
Arthur T. Katsaros
Group Vice President, Engineered Systems and Development
Hydrogen Burner Technology
Associate member of the CaFCP
By:
Name:
Title:
Date:
James Goffi
Chief Operating Officer
8
For:Methanex Corporation
Associate member of the CaFCP
For:.
By:
Name:
Title:
Date:
Randall Miller
Senior Vice President
Assistant General Counsel
and Corporate Secretary
Pacific Gas and Electric
Associate member of the CaFCP
By:
Name:
Title:
Date:
Ronald Britton
Senior Vice
President
Emerging Energy Applications
For:
By:
Name:
Title:
Date:
Brian Stokes
Principle Technical Consultant
Praxair, Inc.
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
C.M. Krichbaum
Vice President, Business Management, NAIG
Proton Energy
Associate member of the CaFCP
By:
Name:
Title:
Date:
William F. Smith
Vice President, New Business
For:Stuart Energy
Associate member of the CaFCP
By:
Name:
Title:
Date:
Kevin G. Casey
Vice President, Business Development
For:Alameda Contra Costa Transit District
Associate member of the CaFCP
By:
Name:
Title:
Date:
Rick .Fernandez
General Manager
For:SunLine Transit Agency
Associate member of the CaFCP
By:
Name:
Title:
Date:
Richard Cromwell 111
General Manager and Executive Officer
For:Santa Clara Valley Transit Agency
Associate member of the CaFCP
By:
Name:
Title:
Date:
Peter M. Cipolla "
General Manager
10
Attachment B
CONFIDENTIALITY AGREEMENT
October 2001
This agreement ("Agreement") is entered into byand among each of the parties listed on the
signature pages (each a "Participant" and, collectively, "Participants").
RECITALS:
1. Each of the Participants or an affiliated entity has executed the California Fuel Cell
Project Statement of Intent prior to the date of this Agreement, agreeing to develop a
public/private project to demonstrate in California the potential for fuel cell-powered vehicles
as a safe, practical, clean, and efficient alternative to vehicles powered by internal
combustion engines.
2. The California Fuel Cell Project is also known as the California Fuel Cell Partnership.
The Participants expressly disclaim any intention to create or form a legal partnership or an
unincorporated joint venture among any of the Participants as a result of the California Fuel
Cell Project or this Agreement.
3. The Participants expect that certain information provided to or created by and shared.
among the Participants in connection with the work of the California Fuel Cell Project may be
confidentialT or proprietary, and/or trade secret. For purposes of this Agreement, all such
information will be referred to as "confidential information." The Participants intend to use
such confidential information solely for the purposes of the California Fuel Cell Project.
AGREEMENTS:
In consideration of the covenants and agreements set forth herein, and for Other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Participants agree as follows:
A. This Agreement is effective as of May 1, 1999 and supercedes any confidentiality
provisions outlined in any previous Statement 0f.lntent or any previous lega!.agreement
relating to the California Fuel Cell Project.
B. - The Participants agree that information which a Participant deems to be confidential
information will be designated as such by the Participant whose information it is. Information
obtained from other Participants will not be considered confidential by a recipient who is a
Participant, ("Receiving Participant") if, through no breach of this Agreement,
(a)it is or becomes publicly known;
(b)it has been previously disclosed without restriction;
(c) it is possessed by a Participant before receipt from the disclosing Participant
("Disclosing Participant"), as shown by tangible evidence; or
(d) it is or has been independently developed by the Receiving Participant.
B.1. A Participant will designate written confidential information by marking documents
"Confidential" or otherwise designating its proprietary nature
B.2. A Participant may designate that information is confidential but may be disclosed to
some Participants but not to others. Such information will be marked with "Confidential, for
disclosure only to (named Participants)," orsubstantially similar language.
B.3. All oral or visual disclosures of confidential information made under this Agreement
shall be designated as confidential at time of disclosure by the Disclosing Participant to the
Receiving Participant, shall be summarized in writing by the Disclosing Participant
designating the date of oral or visual disclosure and a written summary shall be provided to
the Receiving Participant within thirty (30) days following the oral or visual disclosure. The
Receiving Participant must make any objection in writing to the contents of the written
summary within thirty (30) days of receipt.
C. The Participants agree to limit access to information des gnated, as confidential
information to those employees, consultants, or other representatives (and employees,
consultants, or other representatives of affiliates) with a need to see the confidential
information and who are under a written obligation of confidentiality similar to the undertaking
herein. With respect to each disclosure of confidential information under this Agreement, the
Receiving Participant’s obligation to limit access as set out in this Paragraph C shall continue
for a period of four (4) years after disclosure of such confidential information from Disclosing
Participant.
C.1. The Participants agree to use procedures at least as protective as their respective
internal procedures for handling confidential information.
C.2. The Participants agree that confidential information provided by one Participant to
another Participant will not be shared with any other Participant, except with the prior consent
of the Participant pro~!iding the confidential information, if the Participant providing the
confidential information has designated the confidential information as not to be shared.
D. The Participants understand that the California Public Records Act (California
Government Code sections 6250 et seq.) applies to records in the custody of California state
and local public agencies.
D.1. The California public agency Participants agree to exert reasonable efforts to maintain
the confidentiality of confidential information, within the limitations of the California Public
Records Act. The federal public agency Participants will use their best efforts to protect
confidential information.
2
D.2. If a California public agency Participant receives a request from a third_paEty for
confidential information that is covered under this Agreement, the California public agency
Participant will:
(a) Notify each Participant (the "Disclosing Participant(s)") whose confidential
information is requested by such third party;
(b) Except where the Disclosing Participant(s) agree(s) in writing to allow
disclosure of such confidential information to the third party making such request, follow all
applicable legal procedures, including the public agency’s applicable regulations or guidelines
pertaining to the protection and disclosure of the public agency’s records.
D.3.. A Participant whose confidential information is the subject of a Public Records Act
request to a California public agency may participate in, or, with the public agency’s consent,
undertake the defense of, litigation seeking to compel the disclosure of the Participant’s
confidential information.
D.4. A Participant whose confidential information is the subject of a Public Records Act
request to a California public agency will reimburse the California public agency if attorneys’
fees and costs are assessed against the California public agency in connection with litigation
to compel disclosure of the Participant’s confidential information.
D.5. If a federal public agency Participant receives a request under the federal Freedom of ’
Information Act from a third party for confidential information that is covered by this
Agreement, the federal public agency Participant will:
(a)Notify each Disclosing Participant; and
(b) Except where the Disclosing Participant(s) agree(s) in writing to allow
disclosure of such confidential information to the third party making such request, follow all
applicable legal procedures pertaining to the protection and disclosure of the public agency’s
records, including the agency’s applicable guidelines or regulations.
E1 Any Participant that receives a request from a third party for confidential information
covered under this Agreement in the context of a legal proceeding and otherwise, including
but not limited to state court actions, federal court actions, and administrative actions
(including California Board of Control claims), will:
and
(a)Notify each Disclosing Participant whose confidential information is requested;
(b) Except where the Disclosing Participant(s) agree(s) in writing to allow
disclosure of such confidential information to the third party making such request, exert
commercially reasonable efforts to maintain the confidentiality of the information, or, if the
information must be disclosed, seek such protective measures and processes (e.g., in
camera review, redaction, protective order) as are available.
3
(c) Allow the Participant whose confidential information is requested to participate
in the defense against the disclosure of the confidential information, at that Participant’s cost
and risk.
E.2. Each Participant that receives a request from a third party for confidential information
covered under this Agreement ("Protecting Participant") agrees to use commercially
reasonable efforts to assert all applicable legal protections and privileges reasonably
available to prevent disclosure of such confidential information, except where the Disclosing
Participant(s) agree(s) in writing to allow disclosure of such confidential informatio.n to the
third party making such request. Without limiting Paragraph D.4. above, the Disclosing
Participant will reimburse the Protecting Participant for all costs, including without limitation,
reasonable attorneys’ fees, reasonably_incurred by such Protecting Party in complying with
this Agreement.
F. Miscellaneous
F.1. All notices or other communications given or made under this Agreement must be in
writing and must be delivered by hand, against written receipt, or mailed by registered or
certified mail, return receipt requested, postage prepaid, to the Participants at their respective
addresses appearing on Schedule A. Notices will be deemed given on the date of receipt, or,
if mailed, three business days after mailing, except notices of change of address, which will
be deemed given when received.
F.2. All the terms and provisions of this Agreement will be construed in accordance with
and governed by the internal laws of the State of California, regardless of where this
Agreement may be executed by the Participants, except for the federal Participants, to which
federal law will apply.
F.3. This Agreement constitutes the entire agreement among the Participants with respect
to the subject matter hereof and may be amended only by a writing executed by all
Participants.
F.4. This Agreement shall be binding on and inure to the benefit of each of the Participants
and their respective heirs, legal representatives, successors, and assigns.
F.5. The invalidity or unenforceability of any provision of this Agreement will not affect the
validity or enforceability of any other provision of this Agreement.
F.6. The waiver by any Participant of a breach of any provision of this Agreement will not
operate, or be construed, as a waiver of any subsequent breach of any provision of this
Agreement.
F.7. This Agreement may be executed in one or more parts, each of which will be deemed
an original, but all of which together will constitute one and. the same instrument.
4
F.8. The headings used in this Ag[-eement for various sections and subsections are
provided only for informational purposes and do not have any legal effect.
F.9. This Agreement shall expire and terminate upon the expiration or termination of the
California Fue Cell Project/California Fuel Cell Partnership except in the case of
confidentiality and non-use provisions set forth in Section C which shall survive expiration or
termination.
This Agreement has been executed by each Participant on the date next to the Participant’s
authorized signature.
As full partners:
For:DaimlerChrysler Research and Technology North America, Inc.
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Peter Schaefer
Vice President and Chief Operating Officer
Think Mobility, LLC
Full member of the CaFCP
By:
Name:
Title:
Date:
John R. Wallace
Executive Director, Th!nk Group
For:General Motors
Full member of the CaFCP
By:
Name:
Title:
Date:
Alan Weverstad
Director, Mobile Emissions and Fuel Efficiency Team
5
For:Honda R and D Americas, Inc.
Full member of the CaFCP
For:
By:
Name: Ben Knight
Title: Vice President
Date:
Hyundai America Technical Center, Inc.
Full member of the CaFCP
For:
By:
Name! Young Woo Kim
Title: President
Date:
Nissan Technical Center North America, Inc.
Full member of the CaFCP
For:
By:
Name: Shigeo Ishida
Title: President
Date:
Toyota
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Kyo Hattori
Senior Executive Engineer
Volkswagen of America, Inc
Full member of the CaFCP
By:
Name:
Title:
Date:
Kevin M. McDonald
Staff Attorney
6
For:Atlantic Richfield Company
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Peter Histon
Senior Adviso.r, Transportation and Fuels
ExxonMobil Research and Engineering Company
Full member of the CaFCP
For:
By:
Name: W. R. K. Innes
Title: President
Date:
Shell Oil Products Company
Full member of the CaFCP
For:
By:
Name: S.T. Nunnally
Title: Vice President
Date:
Texaco Energy Systems, Inc
Full member of the CaFCP
By:
Name: Graham H. Batcheler
Title: President
Date:
For:Ballard Power Corporation
Full member of the CaFCP
By:
Name: Firoz Rasul
Title: Chairman
Date:
By:
Name:
Title:
Date:
Noordin Nanji
Corporate
Secretary
For:International Fuel Cell, LLC
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Daniel Kelly
Vice President, Transportation Business
Xcellsis Corporation
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Rick Cooper
Chief Executive Officer
State of California Air Resources Board
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Michael P. Kenny
Executive Officer
State of California Energy Commission
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
William J. Keese
Chairman, California Energy Commission
South Coast Air Quality Management District
Full member of the CaFCP
By:
Name: Dr. William Burke
Title: Chairman, South Coast Air Quality Management District Governing Board
Date:
For:U.S. Department of Energy
Full member of the CaFCP
For:
By:
Name: Thomas J. Gross
Title: Deputy Assistant Secretary for Transportation Technology
Date:
By:
Name: Barbara Goodman
Title: Director, NREL Center for Transportation Technologies and Systems
Midwest Research Institute, National Renewable Energy Laboratory
Date:
U.S. Department of Transportation
Full member of the CaFCP
By:
Name:
Title:
Date:
Timothy Klein
Associate Administrator for Innovation Research and Education
As associate partners:
For:Air Products and Chemicals, Inc.
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
Arthur T. Katsaros
Group Vice President, Engineered Systems and Development
Hydrogen Burner Technology
Associate member of the CaFCP
By:.
Name:
Title:
Date:
James Goffi
Chief Operating Officer
For:Methanex Corporation
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
Randall Miller
Senior Vice President
Assistant General Counsel
and Corporate Secretary
Pacific Gas and Electric
Associate member of the CaFCP
By:
Name:
Title:
Date:
Ronald Britton
Senior Vice
President
Emerging Energy Applications
For:
By:
.Name:
Title:
Date:
Brian Stokes
Principle Technical Consultant
Praxair, Inc.
Associate member Of the CaFCP
For:
By:¸
Name:
Title:
Date:
C.M.. Krichbaum
Vice President, Business Management, NAIG
Proton Energy
Associate member of the CaFCP
By:
Name:
Title:
Date:
William F. Smith
Vice President, New Business
10
For:Stuart Energy
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
Kevin G. Casey
Vice President, Business Development
Alameda Contra Costa Transit District
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
Rick Fernandez
General Manager
SunLine Transit Agency
Associate memb.er of the CaFCP
For:
By:
Name:
Title:
Date:
Richard Cromwell III
General Manager and Executive Officer
Santa Clara Valley Transit Agency
Associate member of the CaFCP
By:
Name:
Title:
Date:
Peter M. Cipolla
General Manager
11
FUEL CELL
DaimlerChrysler
Ford Motor Company
GM
Honda
Hyundai
Nissan
Toyota
Volkswagen
Ballard Power Systems
International Fuel Cells
XCELLSiS
BP
ExxonMobil
Shell
Texaco
California Enviroimental
Protection Agency,
Air Resources Baaed
California Energy Commission
South Coast AQMD
U.S. Department of Energy
U.S. Deportment
of Tronspoltation
California Fuel Cell Partnership
3300 Industrial Blvd.
Suite 1000
West Sacramento, CA 95691
www.fuelcellpa~tnership.org
Attachment C
California Fuel Cell Partnership
Safety 14anagernent
Statement of Principles
The management of The California Fuel Cell Partnership expects that there
will be no accidents, and no harm to people or the environment as a result
of our operations. Safety is the personal responsibility of every member of
management and staff from each of the partners.
Accountability for HSE rests clearly with line management -- the CaFCP
Steering Team, the CaFCP Management team and Site Managers for each
of the partners located on-site at the West Sacramento headquarters
facility. The CaFCP Steering Team delegates overall accountability for
HSE at the West Sacramento facility~to.the CaFCP Program .Manager,
Catherine Lentz. The CaFCP Program Manager is accountable for
ensuring that HSE systems and procedures are in place and maintained,
and that agreed management procedures are implemented and effective.
All partner Site Managers are accountable for the actions of their staff- for
ensuring their staff adhere to the CaFCP HSE system and work safely at
all times.
The management of HSE will be discharged by a regularly reviewed and
updated set of guidelines and HSE management procedures (the CaFCP
Safety Plan), which will be understood and adhered to by all staff at the
West Sacramento facility. The CaFCP Safety Plan seeks to build a culture
of safety awareness and incident prevention, establishes safe work
practices, describes facility safety systems and safety management tools,
and details emergency response procedures.
The CaFCP.Steering Team approves the CaFCP Safety Plan, dated April
25, 2001, and delegates to the Program Manager the authority to revise
and update the plan as needed per the Management of Change protocol.
contained in the plan.
For:DaimlerChrysler Research and Technology North America, Inc.
By:
Name: Prof. Dr. Ferdinand Panik,
The California Fuel Cell Partnership is a collaboration in which several companies and government entities
are independent participanls. It is not a joint venture, legal partnership, or unincorporated association.
For:Think Mobility, LLC
By:
Name: John R. Wallace
For: Honda R and D Americas, Inc.
By:
Name: Ben Knight
For:Hyundai America Technical Center, Inc.
By:
Name: Dr. Young Woo Kim
For:General Motors
By:
Name:
For:Nissan Technical Center North America, Inc.
By:
Name: Shigeo Ishida
For:Toyota Technical Center U.S.A., Inc.
By:
Name:
CaFCP Safety Management Statement of Principles
April 25, 2001
For:Volkswagen of America, Inc.
By:
Name: Stuart Johnson
For: BP
By:
Name: Peter Histon
For:ExxonMobil Research and Eng neering Company
By:
Name:
For:Shell Oil Products Company
By:
Name: Don Huberts
For:Texaco Energy Systems, Inc
By:
Name: Graham Batchelor
For:Ballard Power Corporation
By:
Name: Firoz Razul
For:XCELLSiS
By:
Name: Rick Cooper
CaFCP Safety Management Statement of Principles
April 25, 2001
For: International Fuel Cell, LLC
For:
By:
Name: Dan Kelly
State of California Air Resources Board
For:
By:
Name: Alan C. Lloyd, Ph.D.
State of California Energy Commission
By:
Name: William J. Keese
For:South Coast Air Quality Managemen{ District
For:
¯ By:
Name: Dr. William Burke
U.S. Department of Energy
For:
By:
Name: Tom J. Gross
U.S. Department of Transportation
By:
Name:
CaFCP Safety Management Statement of Principles
April 25, 2001
Attachment D
The California Fuel Cell Project Statement of Intent
The signatories to this statement have agreed to develop a public/private project
to demonstrate in California the potential for fuel cell-powered vehicles as a safe,
practical, clean and efficient alternative to vehicles powered by internal
combustion engines.
The California Fuel Cell Project ("The Project") seeks to achieve four main goals:
1) Demonstrate vehicle technology. The Project will demonstrate the potential of
fuel cell electric vehicles by operating and testing such vehicles in California.
Participants will evaluate the performance characteristics of the vehicles in a
variety of real-world applications.
2) Demonstrate ’the viability of alternative fuel infrastructure technology. The
Project will demonstrate the viability of hydrogen and methanol stations being
integrated into the existing commercial fuel infrastructure. The Project will also
develop fuel composition standards for fuel cell electric vehicles.
3) Explore the path to commercialization. The Project will investigate the path to
commercializing fuel cell electric vehicles by identifying potential problems,
developing solutions, engaging participants in developing the best means for
implementing solutions, and recommending specific steps for government to
assist in the commercialization process.
4) Increase public awareness. The Project will develop and implement a
coordinated outreach plan to enhance public knowledge and opinion about fuel
cell electric vehicles.as a means for preparing the market for commercialization
The Project is committed to promoting fuel cell vehicle commercialization as a
means of moving toward a sustainable energy future, increasing energy
efficiency and reducing or eliminating criteria pollutants and greenhouse gas
emissions.
Program Operation
The Project will be directed by a steering committee comprised of one
representative of each full partner. Decisions, will be made on a consensus
basis of the participants, with the exception of direction regarding manufacturing,
use, and control of prototype vehicles, which will be made solely by the
manufacturer of the vehicles.
Participation in the Project is entirely voluntary, and participants may terminate
their involvement at any time for any reason.
Vehicles and equipment utilized in the program remain the exclusive property of
the manufacturer if so desired by the manufacturer. Buses, however, should be
sold to and operated by interested operators (e.g. transit authorities). The
participants agree there will be no attempt to reverse-engineer the vehicles or
equipment that are a part of this program.
Project Scope and Timing
The Project will be divided into three phases. The decision to move forward from
one phase to the next will always depend on the results of the preceding phase
supporting a decision to move to the next phase
Phase I -- through 1999: During this phase participants will share non-
proprietary / non-confidential information, seek fuel provider and other vehicle
manufacturer participation and develop project plans (i.e. vehicle, infrastructure
and public outreach plans).
Phase II -- 2000 through 2001: This phase will demonstrate approximately 20
cars and 1 bus using hydrogen fuel and operating under control of the vehicle
manufacturers.
Phase III -- 2002 through 2003: This phase will demonstrate approximately 60
cars and 20 buses using hydrogen or methanol fuel. Initially the cars would
remain under the close control of the vehicle manufacturers, but expansion to a
limited number of fleet customers could begin in 2003.
Non-Binding Nature of this Statement of Intent
This Statement of Intent shall ~serve as a basis for the participants to develop the
project. It does not create any legal rights and obligations between the
participants. This Statement of Intent supersedes all previous Statements of
Intent.
Project Participants
This Statement of Intent hasbeen executed by each Participant on the date next
to the Participant’s authorized signature.
2
As furl partners:
For:DaimlerChrysler Research and Technology North America, Inc.
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Peter Schaefer
Vice President and Chief Operating Officer
Think Mobility, LLC
Full member of the CaFCP
By:
Name:
Title:
Date:
John R. Wallace
Executive Director, Th!nk Group
For:General Motors
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Alan Weverstad
Director, Mobile Emissions and Fuel Efficiency Team
Honda R and D Americas, Inc.
Full member of the CaFCP
By:
Name: Ben Knight
Title: Vice President
Date:
3
For:Hyundai America Technical Center, Inc.
Full member of the CaFCP
By:
Name: Young Woo Kim
Title: President
Date:
For:Nissan Technical Center North America, Inc.
Full member of the CaFCP
By:
Name: Shigeo Ishida
Title: President
Date:
For:Toyota
Full member of the CaFCP
By:
Name:
Title:
Date:
Kyo Hattori
Senior Executive Engineer
For:Volkswagen of America, Inc.
Full member of the CaFCP
By:
Name:
Title:
Date:
Kevin M. McDonald
Staff Attorney
For:Atlantic Richfield Company
Full member of the CaFCP
By:
Name:
Title:
Date:
Peter Histon
Senior Advisor, Transportation and Fuels
4
For: ExxonMobil Research and Engineering Company
Full member of the CaFCP
By:
Name: W.R.K. Innes
Title: President
Date:
For:Shell Oil Products Company
Full member of the CaFCP
For:
By:
Name: S, T. Nunnally
Title: Vice President
Date:
Texaco Energy Systems, Inc.
Full member of the CaFCP
For:
By:
Name: Graham H. Batcheler
Title: President
Date:
Ballard Power Corporation
Full member of the CaFCP
For:
By:
Name: Firoz Rasul
Title: Chairman
Date: ¯
International Fuel Cell, LLC
Full member of the CaFCP
By:
Name:
Title:
Date:
Noordin Nanji
Corporate
Secretary
By:
Name:
Title:
Date:
Daniel Kelly
Vice President, Transportation Business
5
For:Xcellsis Corporation
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
Rick Cooper
Chief Executive Officer
State of California Air Resources Board
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
MiChael P. Kenny
Executive Officer
State of California Energy Commission
Full member of the CaFCP
For:
By:
Name:
Title:
Date:
William J. Keese
Chairman, California Energy Commission
South Coast Air Quality Management District
Full member of the CaFCP
For:
By:
Name: Dr. William Burke
Title: Chairman, South Coast Air Quality Management District Governing Board
Date:
U.S. Department of Energy
Full member of the CaFCP
By:
Name:
Title:
Date:
Thomas J. Gross
Deputy Assistant Secretary for Transportation Technology
6
For:
By:
Name: Barbara Goodman
Title: Director, NREL Center for Transportation Technologies and
Systems
Midwest Research Institute, National Renewable Energy Laboratory
Date:
U.S. Department of Transportation
Full member of the CaFCP
By:
Name:
Title:
Date:
Timothy Klein
Associate Administrator for Innovation Research and Education
As associate partners:
For:
For:
Air Products and Chem ca s, Inc.
Associate member of the CaFCP
By:
Name:
Title:
Date:
Arthur T. Ka’~saros
Group Vice President, Engineered Systems and Development
Hydrogen Burner Technology
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
James Goffi
Chief Operating Officer
Methanex Corporation
Associate member of the CaFCP
By:
Name:
Title:
Randall Miller
Senior Vice President
Assistant General Counsel
By:
Name:
Title:
Ronald Britton
Senior Vice
President
Date:
and Corporate Secretary
Date:
Emerging Energy
Applications
For:Pacific Gas and Electric
Associate member of the CaFCP
By:
Name:
Title:
Date:
Brian Stokes
Principle Technical Consultant
For:Praxair, Inc.
Associate member of the CaFCP
By:
Name:
Title:
Date:
C.M. Krichbaum
Vice President, Business Management, NAIG
For:Proton Energy
Associate member of the CaFCP
By:
Name: William F. Smith
Title: Vice President, New Business
Date:
For:Stuart Energy
Associate member of the CaFCP
By:
Name:
Title:
Date:
Kevin G. Casey
Vice President, Business Development
For:Alameda Contra Costa Transit District
Associate member of the CaFCP
By:
8
Name: Rick Fernandez
Title: General Manager
Date:
For:SunLine Transit Agency
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
Richard Cromwell III
General Manager and Executive Officer
Santa Clara Valley Transit Agency
Associate member of the CaFCP
By:
Name:
Title:
Date:
Peter M. Cipolla
General Manager
9
SECTION 2: TRANSIT AGENCIES
The undersigned transit agency has agreed to participate as an associate partner
in the California Fuel Cell Project ("The Project"), as described in the preceding
Statement of Intent and this addendum. A representative of the transit agency
will be added to the transit bus subcommittee of the partnership’s working group.
The Project participants plan to demonstrate a total of five fuel cell buses using
hydrogen fuel during Phase II (2000 through 2001) and a total of 20 fuel cell
buses using hydrogen fuel during Phase III (2002 through 2003). The placement
of these buses among the participating transit agencies will be determined by the
Project participants.
The participating transit agency will help:
For:
a) demonstrate the viability of fuel cell buses in regular transit service,
including fueling infrastructure
b) raise public awareness of fuel cell bus technology
Alameda Contra Costa Transit District
Associate member of the CaFCP
By:
Name:
Title:
Date:
Rick Fernandez
General Manager
For:SunLine Transit Agency
Associate member of the CaFCP
By:
Name:
Title:
Date:
Richard Cromwell III
General Manager and Executive Officer
For:Santa Clara Valley Transit Agency
Associate member of the CaFCP
By:
Name:
Title:
Date:
Peter M. Cipolla
General Manager
10
SECTION 3: FUEL PROVIDERS
The undersigned fuel provider has agreed to participate in the California Fuel
Cell Project ("The Project"), as described in the preceding Statement of Intent
and this addendum. A representative of the full partner fuel providers.will be
added to the steering committee.
The Project participants recognize that fuel and fueling infrastructure are of vital
importance to the-successful demonstration and commercialization of fuel cell
electric vehicles. The participating fuel provider will help:
a) Demonstrate the viability of alternative fuel infrastructure technology,
b) Develop fuel composition standards, and
c) Explore the path to commercializing fuel cell electric vehicles, including
the development of a commercial fueliBg infrastructure. "
The Project participants acknowledge that vehicle technology will determine the
fuel used by fuel cell electric vehicles. The Project intends to demonstrate.
hydrogen and methanol fuel cell electric vehicles, as these technologies are
ready for demonstration. It is not the intent of the Project participants to exclude
other fuels (e.g., petroleum-based fuels). Project participants may choose to
include these fuels if the appropriate vehicle technology becomes available for
demonstration.
Thefuel provider will not be obligated to provide any confidential or proprietary
information or technology except pursuant to separately negotiated confidentiality
or license agreements.
As full partners:
For:Atlantic Richfield Company
Full member of the CaFCP
By:
Name:
Title:
Date:
Peter Histon
Senior Advisor, Transportation and Fuels
11
For:ExxonMobil Research and Engineering Company
Full member of the CaFCP
For:
By:
Name: W.R.K. Innes
Title: President
Date:
Shell Oil Products Company
Full member of the CaFCP
For:
By:
Name: S. T, Nunnally
Title: Vice President
Date:
Texaco Energy Systems, Inc.
Full member of the CaFCP
By:
Name: Graham H. Batcheler
Title: President
Date:
As associate partners:
For:Air Products and Chemicals, Inc.
Associate member of the CaFCP
By:
Name:
Title:
Date:
Arthur T. Katsaros
Group Vice President, Engineered Systems and Development
12
For:Hydrogen Burner Technology
Associate member of the CaFCP
For:
For:
By:
Name:
Title:
Date:
James Goffi
Chief Operating Officer
Methanex Corporation
Associate member of the CaFCP
By:
Name:
Title:
Randall Miller -: . .
Senior Vice President
Assistant General Counsel
and Corporate Secretary
Date:
Pacific Gas and Electric
Associate member of the CaFCP
By:
Name:
Title:
Date:
Ronald Britton
Senior Vice
President
Emerging Energy
Applications
For:
By:
Name:
Title:
Date:
Brian Stokes
Principle Technical Consultant
Praxair, Inc.
Associate member of the CaFCP
By:
Name:
Title:
Date:
C.M. Krichbaum
Vice President, Business Management, NAIG
13
For:Proton Energy
Associate member of the CaFCP
For:
By:
Name:
Title:
Date:
William F. Smith
Vice President, New Business
Stuart Energy
Associate member of the CaFCP
By:
Name:
Title:
Date:
Kevin G. Casey
Vice President, Business Development
14
SECTION 4: VEHICLE MANUFACTURERS
In Phase II of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately__ cars using
operating under the control of the vehicle manufacturer.
fuel and
In Phase III of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using fuel.
Initially the cars would remain under the close control of the vehicle
manufacturers, but expansion to a limited number Of fleet customers could begin
in 2003.
For:DaimlerChrysler Research and Technology North America, Inc.
Full member of the CaFCP ’
By:
Name:
Title:
Date:
Peter Schaefer
Vice President and Chief Operating Officer
In Phase II of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using
operating under the control of the vehicle manufacturer.
fuel and
In Phase III of the Project as described in the Statement of ntent, the
undersigned will demonstrate approximately_ cars using fuel.
Initially the cars would remain under the close control of the vehicle
manufacturers, but expansion to a limited number of fleet customers could begin
in 2003.
For:.Think Mobility, LLC
Full member of the CaFCP
By:
Name:
Title:
Date:
John R. Wallace
Executive Director, Th!nk Group
15
In Phase II of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using
operating under the control_of the vehicle manufacturer.
fuel and
In Phase III of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using fuel.
Initially the cars would remain under the close control of the vehicle
manufacturers, but expansion to a limited number of fleet customers could begin
in 2003.
For:General Motors
Full member of the CaFCP
By:
Name:
Title:
Date:
Alan Weverstad
Director, Mobile Emissions and Fuel EfficiencyTeam
In Phase II of the Project as described in the Statement of Intent, the
undersigned wi!l demonstrate approximately __ cars using
operating under the control of the vehicle manufacturer.
fuel and
In Phase 111 of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using fuel.
Initially the cars would remain under the close control of the vehicle
manufacturers, but expansion to a limited number of fleet customers could begin
in 2003.
For:Honda R and D Americas, Inc.
Full member of the CaFCP
By:
Name: Ben Knight
Title: Vice President
Date:
In Phase II of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using
operating under the control of the vehicle manufacturer.
In Phase Ill of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using
Initially the cars would remain under the close control of the vehicle
fuel and
fuel.
16
manufacturers, but expansion to a limited number of fleet customers could begin
in 2003.
For:Hyundai America Technical Center, Inc.
Full member of the CaFCP
By:
’Name: Young Woo Kim
Title: President
Date:
In Phase II of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately cars .using
operating under the control of the vehicle manufacturer.
fuel and
In Phase Ill of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately _ cars using fuel.
Initially the cars would remain under the close control of the vehicle
manufacturers,, but expansion to a limited number of fleet customers could begin
in 2003.
For:Nissan Technical Center North America, Inc.
Full member of the CaFCP
By:
Name: Shigeo Ishida
Title: President
Date:
17
In Phase II of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using
operating under the control of the vehicle manufacturer.
fuel and
In Phase III of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using fuel.
Initially the cars would remain under the close control of the vehicle
manufacturers, but expansion to a limited number of fleet customers could begin
in 2003.
For:Toyota
Full member of the CaFCP
By:
Name:
Title:
Date:
Kyo Hattori
Senior Executive Engineer
In Phase II of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using
operating under the control of the vehicle manufacturer.
fuel and
In Phase III of the Project as described in the Statement of Intent, the
undersigned will demonstrate approximately __ cars using fuel.
Initially the cars would remain under the close control of the vehicle
manufacturers, but expansion to a limited number of fleet customers could begin
in 2003.
For:Volkswagen of America, Inc.
Full member of the CaFCP
By:
Name:
Title:
Date:
Kevin M. McDonald
Staff Attorney
18