STATE OF CALIFORNIA

CONTRACT REQUEST FORM (CRF) CEC-94 (Revised 01/13) CALIFORNIA ENERGY COMMISSION

A) New Agreement ROY-13-001 (To be completed by CGL Office)

B) Division Agreement Manager: MS- Phone ERDD Prab Sethi 43 916-327-1302

C) Contractor’s Legal Name Federal ID Number Community Power Corporation 54-1761111

D) Title of Project Royalty Agreement between Community Power Corporation and California Energy Commission

E) Term and Amount

Start Date End Date Amount 10/1/2004 9/30/2019 $ 0

F) Business Meeting Information Operational agreement (see CAM Manual for list) to be approved by Executive Director ARFVTP agreements under $75K delegated to Executive Director. Proposed Business Meeting Date 6/18/2014 Consent Discussion Business Meeting Presenter Prab Sethi Time Needed: 5 minutes Please select one list serve. Select Agenda Item Subject and Description Proposed resolution approving Agreement ROY-13-001 with Community Power Corporation for contract 500-03-020 to memorialize and clarify the terms of the royalty calculation. Contact: Prab Sethi

G) California Environmental Quality Act (CEQA) Compliance 1. Is Agreement considered a “Project” under CEQA? Yes (skip to question 2) No (complete the following (PRC 21065 and 14 CCR 15378)): Explain why Agreement is not considered a “Project”:

Agreement will not cause direct physical change in the environment or a reasonably foreseeable indirect physical change in the environment because this agreement will only define the terms of the royalty agreement.

2. If Agreement is considered a “Project” under CEQA: a) Agreement IS exempt. (Attach draft NOE) Statutory Exemption. List PRC and/or CCR section number: Categorical Exemption. List CCR section number: Common Sense Exemption. 14 CCR 15061 (b) (3) Explain reason why Agreement is exempt under the above section: b) Agreement IS NOT exempt. (Consult with the legal office to determine next steps.) Check all that apply Initial Study Environmental Impact Report Negative Declaration Statement of Overriding Considerations Mitigated Negative Declaration

H) List all subcontractors (major and minor) and equipment vendors: (attach additional sheets as necessary) Legal Company Name: Budget SB MB DVBE $ $ $ $ $ $ $ $ $

STATE OF CALIFORNIA

CONTRACT REQUEST FORM (CRF) CEC-94 (Revised 01/13) CALIFORNIA ENERGY COMMISSION

I) List all key partners: (attach additional sheets as necessary) Legal Company Name:

J) Budget Information

Funding Source Funding Year of Appropriation Budget List No. Amount

$ $ $ $ $ $ R&D Program Area: EGRO: Renewables TOTAL: $ Explanation for “Other” selection Reimbursement Contract #: Federal Agreement #:

K) Contractor’s Administrator/ Officer Contractor’s Project Manager Name: Robb Walt Name: Robb Walt Address: 8110 SHAFFER PKWY

Address: 8110 SHAFFER PKWY

City, State, Zip: LITTLETON, CO 80127-4128 City, State, Zip: LITTLETON, CO 80127-4128 Phone: 303-933-3135 ex

Fax: - - Phone: 303-933-3135 ex

Fax: - - E-Mail: robbepc@aol.com E-Mail: robbepc@aol.com

L) Selection Process Used (For amendments, address amendment exemption or NCB, do not identify solicitation type of original agreement. ) Solicitation Select Type Solicitation #: # of Bids: Low Bid? No Yes Non Competitive Bid (Attach CEC 96) Exempt Royalty Agreement

M) Contractor Entity Type Private Company (including non-profits) CA State Agency (including UC and CSU) Government Entity (i.e. city, county, federal government, air/water/school district, joint power authorities, university from another state)

N) Is Contractor a certified Small Business (SB), Micro Business (MB) or DVBE? No Yes If yes, check appropriate box: SB MB DVBE

O) Civil Service Considerations Not Applicable (Agreement is with a CA State Entity or a membership/co-sponsorship) Public Resources Code 25620, et seq., authorizes the Commission to contract for the subject work. (PIER) The Services Contracted:

are not available within civil service cannot be performed satisfactorily by civil service employees

are of such a highly specialized or technical nature that the expert knowledge, expertise, and ability are not available through the civil service system. The Services are of such an:

urgent temporary, or occasional nature that the delay to implement under civil service would frustrate their very purpose. Justification: Public Resources Code 25620, et seq., authorizes the Commission to contract for the subject work. (PIER)

STATE OF CALIFORNIA

CONTRACT REQUEST FORM (CRF) CEC-94 (Revised 01/13) CALIFORNIA ENERGY COMMISSION

P) Payment Method A. Reimbursement in arrears based on:

Itemized Monthly Itemized Quarterly Flat Rate One-time B. Advanced Payment

C. Other, explain: N/A. This is a royalty agreement.

Q) Retention 1. Is Agreement subject to retention? No Yes If Yes, Will retention be released prior to Agreement termination? No Yes

R) Justification of Rates N/A. This is a royalty agreement.

S) Disabled Veteran Business Enterprise Program (DVBE) 1. Exempt (Interagency/Other Government Entity) 2. Meets DVBE Requirements DVBE Amount:$ DVBE %: Contractor is Certified DVBE Contractor is Subcontracting with a DVBE: 3. Contractor selected through CMAS or MSA with no DVBE participation. 4. Requesting DVBE Exemption (attach CEC 95)

T) Miscellaneous Contract Information 1. Will there be Work Authorizations? No Yes 2. Is the Contractor providing confidential information? No Yes 3. Is the Contractor going to purchase equipment? No Yes 4. Check frequency of progress reports Monthly Quarterly 5. Will a final report be required? No Yes 6. Is the agreement, with amendments, longer than a year? If yes, why? No Yes

The Department of General Services has agreed to give the Commission blanket authority to execute multi-year contracts to support the Commission's RD&D Programs.

U) The following items should be attached to this CRF (as applicable) 1. Exhibit A, Scope of Work N/A Attached 2. Exhibit B, Budget Detail N/A Attached 3. CEC 96, NCB Request N/A Attached 4. CEC 30, Survey of Prior Work N/A Attached 5. CEC 95, DVBE Exemption Request N/A Attached 6. CEQA Documentation N/A Attached 7. Resumes N/A Attached 8. CEC 105, Questionnaire for Identifying Conflicts Attached

Agreement Manager Date Office Manager Date Deputy Director Date

STATE'OF CALIFORNIA - THE RESOURCES AG8 JERRY BROWN, GOVERNOR•CALIFORNIA ENERGY COMMISSION 1516 NINTH STREET ~ SACRAMENTO, CA 95814-5512 www.energy.ca.gov ~

ROYALTY AGREEMENT NUMBER ROY-13-001 BETWEEN

Community Power Corporation and the California Energy Commission for Contract Number 500-03-020

Community Power Corporation (CPC) and the California Energy Commission (Energy Commission or CEC) entered into Contract Number 500-03-020, dated January 27,2004. The contract was required in order to demonstrate in California new modular biopower technology developed by CPe. Section 19 of the contract terms and conditions requires CPC to pay Energy Commission a royalty of 1.5% of the "Sales Price" on the sale of each and every "project-related product", commencing from the date that project-related products are first sold and extending for 15 years thereafter.

CPC developed and demonstrated various modular biopower systems in California using mainly funds provided by the United States government and CPC's own funds; however, CPC did use some Energy Commission funds to develop and scale up certain technical components. This Royalty Agreement clearly identifies the specific project- related products developed using Energy Commission funds, and thereby resolves any ambiguity over the application of Section 19 to these project- related products and establishes clear royalty obligations under the Royalty Agreement.

Therefore, in consideration of the above circumstances the Energy Commission and CPC agree to the following royalty payment conditions and terms:

• Royalties required under the Royalty Agreement shall hereinafter apply solely to the following three project-related products first reduced to practice by CPC under the referenced contract:

1) Char Collector and Removal Assembly, 2) Oxygen Sensor/Feedback System, and 3) Heat Exchanger Tube O-Ring Seals

• The three project-related products developed using Energy Commission funds are components within sub-systems of a modular biopower system developed using CPC and US Government funds.

• The location by sub-system and purpose of each project-related product is as follows:

ROY-13-001 Community Power Corporation

• e

Component Name of Project-

related Products

Sub-system Containing

Component Purpose

Char collector and removal

assembly

Syngas Cleaning Collect char and ash

automatically to permit

continuous operation

Engine oxygen sensor/feedback

system

Power Production Improve the control ofthe

combustion of syngas in the

engine

Heat exchanger tube a-ring seals Syngas Cooling Eliminate the requirement to

weld the cooling tubes in the

heat exchanger

• Royalties shall apply to the sale of the above project-related products regardless of the manufacturer and whether they are new, refurbished, or remanufactured.

The following is the basis for determining the value of prior and future royalty obligations.

1) The date of first sale for the three project-related products was October 1, 2004. The royalty obligation extends for 15 years from this date and therefore ends on September 30, 2019.

2) The project-related products sold to date have been contained in sub-systems of four different capacity modular biopower systems as follows: 25 kW, 50 kW, 75 kW and 100 kW.

3) The selling prices of each of the three project-related products by system capacity are as follows:

Selling Price of CEC Project Related Products For Each

Different System Capacity

Project Related Products First

Reduced to Practice Using Funding

From CEC 25 kW

Char Collector/Removal Assembly S 9,395

a-Ring Seals S 85

Oxygen Sensor S 735

Totals S 10,215

)

50 kW

S 10,312

S 92

S 796

S 11,201

75 kW

S 11,178

S 99

$ 857

S 12,135

100kW

S 16,583

S 142

S 1,225

$ 17,950

2 ROY-13-001 Community Power Corporation

e • 4) The total number of systems sold to date by capacity and due date of royalty payment are

as follows: Number of Systems by Capacity

Royalty Payment Due Date 25kW 50kW 75kW 100kW

0

0

0

1

1

0

1

0

0

3

March 15, 2005 0 3 0

March 15, 2006 3 0 0

March 15, 2007 4 0 0

March 15, 2008 1 0 1

March 15, 2009 3 0 0

March 15, 2010 3 0 0

March 15, 2011 1 0 0

March 15, 2012 0 0 0

March 15, 2013 0 0 0

Total 15 3 1

• The following table shows the royalty for each project-related product calculated by multiplying its sales price in 3) above times 1.5%:

Royalty per System (1.5% of selling price)

Project Related Products First

Reduced to Practice Using Funding

From CEC 25 kW 50kW 75kW 100kW

Char Collector/Removal Assembly $ $ $ $

140.93

1.28

11.02

153.23

$ 154.69

$ 1.38

$ 11.94

$ 168.01

$ 167.68

$ 1.49

$ 12.86

$ 182.03

$ 248.75

$ 2.13

$ 18.37

$ 269.25

a-Ring Seals

Oxygen Sensor

Totals

• The royalty per system shall remain fixed for the full 15-year duration ofthis agreement for each of the above project-related products depending on the capacity of the modular biopower system sold.

• If a new capacity modular biopower system is sold that uses any of the project-related products, a royalty per system will be established based on the new selling price of the project­related product times 1.5%.

A check for $5,629.95 comprising a royalty of $3,792.23 plus $1,837.72 in interest and penalties was submitted to Energy Commission on October 23,2012. The updated Royalty Payment Report is hereby submitted as Attachment A (06/1812014) to this agreement. Royalties shall be paid by check and delivered to the Energy Commission Accounting Office address indicated below.

• All provisions of Section 19 terms and conditions of the Contract Number 500-03-020 remain in force.

• Consistent with Section 19 terms and conditions of the Contract Number 500-03-020 Attachment A will updated annually on March 31 st.

3 ROY-13-001 Community Power Corporation

• e

acnelurant Title: Contracts Office Mana"j;ter

o?dJ~ILj ­Contact Information: State of California California Energy Commission Contact Name: Prab Sethi Address: 1516 Ninth St, MS-43

Sacramento, CA 95814 Phone: (916) 327-1302 Fax: (916) 327-1717 Email: jbeyer@energy.state.ca.us

Contract Officer: Rachel Grant (916) 654-4379

Accounting Office: Molly Zhong (916) 653-8555

Community Power Corporation

~C~

~/v-S/;V

Contractor Community Power Corporation Contact Name: Kevin Buelke Address: 8110 Shaffer Parkway

Littleton, CO 80127 Phone: (303) 933-3135 Fax: (303) 933- 1497 Email: kbuelke@alutiiq.com

4 ROY-I3-001 Community Power Corporation

California Energy Commission Public Interest Energy Research (PIER) Program

Annual Royalty Payment Report Contract Numbers 500-03-020 Please man checks to: Contractor Name Community Power Corporation California Energy Commission

Address 14800 Grasslands Dr. Attn: Accounting Office, Royalty Payment Englewood, CO 80112 1516 Ninth Street, MS-2

Phone 303.933.3135 Sacramento, CA 95814

I Royalty Calculation

I Interest on Late Payments Late Payment Penalty

Starts March 17 Starts March 2

Report # Calendar Gross Revenue from PIER Royalty Interest # of Annual Daily Total Interest Late Total Late Total Royalty Year for the Sale of Project- Royalty Payment, Accrual Days Interest Interest Penalty Penalty Payment which Related Products or Rate of Due March I for Start Date Late Rate in Rate Rate of + Penalty

Royalties Rights 1.5% Prior Year (3/17/20xx) Contract (Annual 2% + Interest for this are Due Payment Date Rate/365) Period

Example Only on First Line

Example 2005 $ 6,500,000.00 1.5% $ 97,500.00 3/17/2006

2 10.00% 0.02740% $ 53.42 2.0% $ 1,950.00 $ 99,5033/18/2006

I 2005 $ 33,602.00 1.5% $ 504.03 3/15/2005

3398 10.00% 0.02740% $ 469.23 2.0% $ 10.08 $ 9837/312014

2 2006 $ 30,645.00 1.5% $ 459.68 3/1512006 3033 10.00% 0.02740% $ 381.97 2.0% $ \9.19 $ 851

7/3/2014

3 2007 $ 40,861.00 1.5% $ 612.92 3/15/2007

2668 10.00% 0.02740% $ 448.02 2.0% $ 12.26 $ 1,0737/3/2014

4 2008 $ 40,300.00 1.5% $ 604.50 3/15/2008

2302 10.00% 0.02740% $ 381.25 2.0% $ 12.09 $ 9987/312014

5 2009 $ 48,596.00 1.5% $ 728.94 3/15/2009

1937 10.00% 0.02740% $ 386.84 2.0% $ 14.58 $ 1,1307/3/2014

6 2010 $ 30,645.00 1.5% $ 459.68 3/15/2010

1572 10.00% 0.02740% $ 197.98 2.0% $ 9.19 $ 667 7/3/2014

7 2011 $ 28,165.00 1.5% $ 422.48 3/1512011 1207 10.00% 0.02740% $ 139.71 2.0% $ 8.45 $ 571 7/312014

8 2012 $ 1.5% $- 3/1512012 841 10.00% 0.02740% $ 2.0% $- $-

7/3/2014 - -

9 2013 $ 1.5% $- 3/1512013 476 10.00% 0.02740% $ 2.0% $- $- - -

7/312014

10 1.5% $ - 0 10.00% 0.02740% $ - 2.0% $ - $ -

II 1.5% $ - 0 10.00% 0.02740% $ - 2.0% $ - $ -

12 1.5% $ - 0 10.00% 0.02740% $ - 2.0% $ - $ -

13 1.5% $ - 0 10.00% 0.02740% $ - 2.0% $ - $ -

14 1.5% $ - 0 10.00% 0.02740% $ - 2.0% $ - $ -

15 1.5% $ - 0 10.00% 0.02740% $ - 2.0% $ - $ -

Totals $ 252,814.00 $ 3,792.21 $ 2,404.99 $ 75.84 $ 6273.04 g

PIER Royalty Payment Report

e

e

0: rg 7/1/2014

RESOLUTION NO: 15-0311 STATE OF CALIFORNIA STATE ENERGY RESOURCES CONSERVATION AND DEVELOPMENT COMMISSION RESOLUTION - RE: COMMUNITY POWER CORPORATION RESOLVED, that the State Energy Resources Conservation and Development Commission (Energy Commission) adopts the staff CEQA findings contained in the Agreement Request Form; and RESOLVED, that the Energy Commission approves Agreement ROY-13-001 with Community Power Corporation for contract 500-03-020 to memorialize and clarify the terms of the royalty calculation; and FURTHER BE IT RESOLVED, that the Executive Director or his/her designee shall execute the same on behalf of the Energy Commission.

CERTIFICATION The undersigned Secretariat to the Commission does hereby certify that the foregoing is a full, true, and correct copy of a Resolution duly and regularly adopted at a meeting of the California Energy Commission held on March 11, 2015. AYE: [List of Commissioners] NAY: [List of Commissioners] ABSENT: [List of Commissioners] ABSTAIN: [List of Commissioners] Harriet Kallemeyn, Secretariat