HomeMy WebLinkAboutChena Power Hydrogen App
Renewable Energy Fund
Grant Application
AEA 09-004 Grant Application Page 1 of 13 9/2/2008
Application Forms and Instructions
The following forms and instructions are provided for preparing your application for a
Renewable Energy Fund Grant. An electronic version of the Request for Applications (RFA)
and the forms are available online at http://www.akenergyauthority.org/RE_Fund.html
The following application forms are required to be submitted for a grant recommendation:
Grant Application
Form
GrantApp.doc Application form in MS Word that includes an outline of
information required to submit a complete application.
Applicants should use the form to assure all information is
provided and attach additional information as required.
Application Cost
Worksheet
Costworksheet.doc Summary of Cost information that should be addressed
by applicants in preparing their application.
Grant Budget
Form
GrantBudget.xls A detailed grant budget that includes a breakdown of
costs by task and a summary of funds available and
requested to complete the work for which funds are being
requested.
Grant Budget
Form Instructions
GrantBudgetInstr.pdf Instructions for completing the above grant budget form.
• If you are applying for grants for more than one project, provide separate application
forms for each project.
• Multiple phases for the same project may be submitted as one application.
• If you are applying for grant funding for more than one phase of a project, provide a plan
and grant budget for completion of each phase.
• If some work has already been completed on your project and you are requesting
funding for an advanced phase, submit information sufficient to demonstrate that the
preceding phases are satisfied and funding for an advanced phase is warranted.
• If you have additional information or reports you would like the Authority to consider in
reviewing your application, either provide an electronic version of the document with
your submission or reference a web link where it can be downloaded or reviewed.
REMINDER:
• Alaska Energy Authority is subject to the Public Records Act, AS 40.25 and materials
submitted to the Authority may be subject to disclosure requirements under the act if no
statutory exemptions apply.
• All applications received will be posted on the Authority web site after final
recommendations are made to the legislature.
Renewable Energy Fund
Grant Application
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SECTION 1 – APPLICANT INFORMATION
Name (Name of utility, IPP, or government entity submitting proposal)
Chena Power, LLC
Type of Entity:
Private
Mailing Address
PO Box 58740 Fairbanks, Ak. 99711
Physical Address
Mile 55 Chena hot Springs Road
Telephone
(907)451-8104
Fax
(907)451-8151
Email
Harding247@hotmail.com
1.1 APPLICANT POINT OF CONTACT
Name
Jesse Warwick
Title
Project Manager
Mailing Address
331 Glacier Ave. Fairbanks, Ak. 99701
Telephone
(907)347-5451
Fax
(907)451-8151
Email
Harding247@hotmail.com
1.2 APPLICANT MINIMUM REQUIREMENTS
Please check as appropriate. If you do not to meet the minimum applicant requirements, your
application will be rejected.
1.2.1 As an Applicant, we are: (put an X in the appropriate box)
X An electric utility holding a certificate of public convenience and necessity under AS
42.05, or
An independent power producer, or
A local government, or
A governmental entity (which includes tribal councils and housing authorities);
Yes
1.2.2. Attached to this application is formal approval and endorsement for its project by
its board of directors, executive management, or other governing authority. If a
collaborative grouping, a formal approval from each participant’s governing
authority is necessary. (Indicate Yes or No in the box )
Yes
1.2.3. As an applicant, we have administrative and financial management systems and
follow procurement standards that comply with the standards set forth in the grant
agreement.
Yes
1.2.4. If awarded the grant, we can comply with all terms and conditions of the attached
grant form. (Any exceptions should be clearly noted and submitted with the
application.)
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Grant Application
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SECTION 2 – PROJECT SUMMARY
Provide a brief 1-2 page overview of your project.
2.1 PROJECT TYPE
Describe the type of project you are proposing, (Reconnaissance; Resource Assessment/
Feasibility Analysis/Conceptual Design; Final Design and Permitting; and/or Construction) as
well as the kind of renewable energy you intend to use. Refer to Section 1.5 of RFA.
The proposed project is a construction project. The project is the production of hydrogen gas
from electricity produced by an existing geothermal power plant. The hydrogen gas is to be used
for transportation and appliance needs.
2.2 PROJECT DESCRIPTION
Provide a one paragraph description of your project. At a minimum include the project location,
communities to be served, and who will be involved in the grant project.
Along with many communities in Alaska, Chena Power is not located directly in one of Alaska’s
larger cities making it heavily reliant on diesel and other fossil fuels. In order to offset the rising
cost of fuel, Chena Power has undertaken well known steps to greatly reduce the amount of fuel
that it requires by means of renewable energy sources. By taking these steps, Chena Power is
providing cost effective solutions for many Alaskan communities (large and small) to become
less reliant on non renewable sources of energy. Chena Power is proposing to use excess
electricity that is produced by its geothermal power plant towards the production of hydrogen gas
at Chena Hot Springs Resort. Chena Power plans to install a 60 kg/day hydrogen generation
module, a 6667 psi compression module, a 76.5 kg hydrogen storage module, and a hydrogen
dispenser module all of which will be purchased from Hydrogenics. Also in this proposal is a
plan to convert three 12 passenger vans to run off of hydrogen. This will allow Chena Power to
produce hydrogen to reduce the use of diesel in transportation and to reduce the propane in the
operation of appliances on site.
2.3 PROJECT BUDGET OVERVIEW
Briefly discuss the amount of funds needed, the anticipated sources of funds, and the nature and source
of other contributions to the project. Include a project cost summary that includes an estimated total cost
through construction.
The price for the HySTATTM A-1000D-30-10 Hydrogen Vehicle Fueling System is $1,639,450.
The cost of switching over three 12 passenger vans and one pickup truck to run off of hydrogen
is 50,000 each. The total equipment cost for the project will come out to $1,839,450.
2.4 PROJECT BENEFIT
Briefly discuss the financial benefits that will result from this project, including an estimate of economic
benefits(such as reduced fuel costs) and a description of other benefits to the Alaskan public.
This project will replace the fuel that will be used for transportation of three passenger vans and
two pick up trucks. The passenger vans travel approximately 88,000 miles per year each and the
pickup truck travels about 40,000 miles a year each.
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Grant Application
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2.5 PROJECT COST AND BENEFIT SUMARY
Include a summary of your project’s total costs and benefits below.
2.5.1 Total Project Cost
(Including estimates through construction.)
$2,482,803
2.5.2 Grant Funds Requested in this application. $1,241,402
2.5.3 Other Funds to be provided (Project match) $1,241,402
2.5.4 Total Grant Costs (sum of 2.5.2 and 2.5.3) $2,482,803
2.5.5 Estimated Benefit (Savings) $89,750
2.5.6 Public Benefit (If you can calculate the benefit in terms of
dollars please provide that number here and explain how
you calculated that number in your application.)
$
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Grant Application
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SECTION 3 – PROJECT MANAGEMENT PLAN
Describe who will be responsible for managing the project and provide a plan for successfully
completing the project within the scope, schedule and budget proposed in the application.
3.1 Project Manager
Tell us who will be managing the project for the Grantee and include a resume and references
for the manager(s). If the applicant does not have a project manager indicate how you intend to
solicit project management Support. If the applicant expects project management assistance
from AEA or another government entity, state that in this section.
The project manager is Jesse Warwick. Jesse is a chemical engineer who has experience
managing projects for a pipe insulating and fabrication shop.
3.2 Project Schedule
Include a schedule for the proposed work that will be funded by this grant. (You may include a
chart or table attachment with a summary of dates below.)
Once the grant is approved, the contract for purchasing the hydrogen generation system will need
to be completed in approximately one month. Once grant money is received and after
completion of contract with Hydrogenics, the unit will be shipped to Chena Power in 9 months.
During those nine months, Chena Power will convert the three 12 passenger vans and one pickup
truck to run off hydrogen. One month after delivery, the truck and passenger vans will start
running. At this time, excess hydrogen not used for running the vehicles will be blended in with
propane to be used in appliances around the facilities. The project will be monitored for three
years after the first vehicle runs off hydrogen power. The production and consumption of the
Hydrogen will be monitored. The efficiency of the hydrogen generator, the vehicles, and the
appliances will be closely monitored for valuable research information.
3.3 Project Milestones
Define key tasks and decision points in your project and a schedule for achieving them.
Project milestones include obtaining the hydrogen generation unit 9 months after receiving the
grant funds. Blending the hydrogen gas with propane for appliances will begin 10 months after
the grant funds are received as well as operating the vehicles on hydrogen gas for the first time.
3.4 Project Resources
Describe the personnel, contractors, equipment, and services you will use to accomplish the
project. Include any partnerships or commitments with other entities you have or anticipate will
be needed to complete your project. Describe any existing contracts and the selection process
you may use for major equipment purchases or contracts. Include brief resumes and references
for known, key personnel, contractors, and suppliers as an attachment to your application.
In addition to the Project Manager listed in section 3.1, Chena Power will contract Hydrogenics
to manufacture the equipment for the hydrogen generation, compression, storage, and
dispensing. A description of the company is provided in the appendix. Other equipment that is
integral for this project is the geothermal power plant owned and operated by Chena Power.
Chena Power has installed a new 280kW geothermal generator in addition to the 400kW already
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Grant Application
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in operation. A new deep well will be drilled at Chena in May for which the funding is already
in place. Chena Power is not on the grid, so the only way to use the power is to make hydrogen.
3.5 Project Communications
Discuss how you plan to monitor the project and keep the Authority informed of the status.
Chena Power will submit quarterly progress reports throughout the project to the Alaska Energy
Authority. Three years after the first vehicle is run on hydrogen Chena Power will submit a final
report summarizing the project and all the findings that were discovered.
3.6 Project Risk
Discuss potential problems and how you would address them.
A potential and unlikely problem would be a disruption in the source of electricity from the
geothermal power plant. If this were to occur Chena Power would operate diesel generators to
continue to produce hydrogen until the geothermal power plant is operating again.
SECTION 4 – PROJECT DESCRIPTION AND TASKS
• Tell us what the project is and how you will meet the requirements outlined in Section 2 of
the RFA. The level of information will vary according to phase of the project you propose to
undertake with grant funds.
• If you are applying for grant funding for more than one phase of a project provide a plan and
grant budget for completion of each phase.
• If some work has already been completed on your project and you are requesting funding for
an advanced phase, submit information sufficient to demonstrate that the preceding phases
are satisfied and funding for an advanced phase is warranted.
4.1 Proposed Energy Resource
Describe the potential extent/amount of the energy resource that is available.
Discuss the pros and cons of your proposed energy resource vs. other alternatives that may be
available for the market to be served by your project.
In 2006, Chena Power installed a 400kW geothermal power plant to eliminate the need for diesel
generators to provide electricity. The geothermal power plant generates more electricity than the
resort needs. Chena Power is not able to sell the electricity to GVEA because it is not located in
close enough proximity to the power grid. The amount of excess electricity is enough to produce
60 kg/day of hydrogen gas that can be used to replace diesel fuels used for transportation as well
as replace propane gas used for appliances around the resort. The 60 kg/day of hydrogen that will
be produce is enough to operate three 12 passenger vans, operate one pickup truck, and supply
hydrogen gas to replace propane used in the appliances.
The vehicles could be run on hydrogen fuel cells rather than hydrogen internal combustion
engines but the fuel cells don’t operate very well under the extreme cold temperatures that the
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interior of Alaska experiences. Storing the excess electricity in batteries to be used for powering
the vehicles would not be very beneficial due to the cold weather, the long ranges the vehicles
must be able to drive, and the short life of the batteries.
4.2 Existing Energy System
4.2.1 Basic configuration of Existing Energy System
Briefly discuss the basic configuration of the existing energy system. Include information about
the number, size, age, efficiency, and type of generation.
The existing energy system at Chena Power uses geothermal energy for heating the buildings and
refrigerating the ice hotel. The geothermal energy is also used to power a 400 kW power plant
that consists of two generators that are two years old. A large portion of the appliances at Chena
Power run off propane gas. The vehicles and machinery run off about 55 gallons of diesel and
gasoline a day.
4.2.2 Existing Energy Resources Used
Briefly discuss your understanding of the existing energy resources. Include a brief discussion of
any impact the project may have on existing energy infrastructure and resources.
This project will reduce the amount of diesel and propane that is used at Chena Power by taking
advantage of excess electricity. This project won’t have any impact on the existing energy
infrastructure and resources.
4.2.3 Existing Energy Market
Discuss existing energy use and its market. Discuss impacts your project may have on energy
customers.
Chena Power has only two customers that purchase energy, however the project will not have any
impact on the customers.
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Grant Application
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4.3 Proposed System
Include information necessary to describe the system you are intending to develop and address
potential system design, land ownership, permits, and environmental issues.
4.3.1 System Design
Provide the following information for the proposed renewable energy system:
• A description of renewable energy technology specific to project location
• Optimum installed capacity
• Anticipated capacity factor
• Anticipated annual generation
• Anticipated barriers
• Basic integration concept
• Delivery methods
In order to take advantage of the electricity that is produced at Chena Power by the geothermal
power plant, Chena Power is planning on using hydrogen to convert this energy into other usable
forms. The hydrogen generation unit will consist of four major components. The first component
is the electrolytic hydrogen generation module. This produces 60 kg/day of hydrogen at 131 psi
from water. The second is the compression module which takes the hydrogen from the
generation module and pressurizes it to 6250 psi. The storage module stores 76.5 kg of hydrogen
at 6667 psig. The dispenser module takes the stored hydrogen and allows it to be transferred to
the vehicles. Some of the hydrogen from the generation module would be piped into the propane
at about a 15% blend of hydrogen to reduce the amount of propane used in appliances. The
annual amount of hydrogen produce should be 21,900 kg. The vehicles will be filled on site at
Chena Power and provide a large enough range to drive to Fairbanks to complete normal tasks
and drive back to Chena Power having a range of about 200 miles.
4.3.2 Land Ownership
Identify potential land ownership issues, including whether site owners have agreed to the
project or how you intend to approach land ownership and access issues.
All land to be used is owned by the applicant.
4.3.3 Permits
Provide the following informationas it may relate to permitting and how you intend to address
outstanding permit issues.
• List of applicable permits
• Anticipated permitting timeline
• Identify and discussion of potential barriers
N/A
4.3.4 Environmental
Address whether the following environmental and land use issues apply, and if so how they will
be addressed:
• Threatened or Endangered species
• Habitat issues
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• Wetlands and other protected areas
• Archaeological and historical resources
• Land development constraints
• Telecommunications interference
• Aviation considerations
• Visual, aesthetics impacts
• Identify and discuss other potential barriers
None of the above issues apply to the project.
4.4 Proposed New System Costs (Total Estimated Costs and proposed Revenues)
The level of cost information provided will vary according to the phase of funding requested and
any previous work the applicant may have done on the project. Applicants must reference the
source of their cost data. For example: Applicants Records or Analysis, Industry Standards,
Consultant or Manufacturer’s estimates.
4.4.1 Project Development Cost
Provide detailed project cost information based on your current knowledge and understanding of
the project. Cost information should include the following:
• Total anticipated project cost, and cost for this phase
• Requested grant funding
• Applicant matching funds – loans, capital contributions, in-kind
• Identification of other funding sources
• Projected capital cost of proposed renewable energy system
• Projected development cost of proposed renewable energy system
The hydrogen generation, compression, storage, and dispensing equipment will cost $1,639,450.
Converting three 12 passenger vans, and one pick up truck to run off hydrogen will cost $50,000
each. The total equipment for the project will cost $1,839,450. The operating and maintenance
costs will be $214,451 per year. Total cost of the project will be $2,482,803. Chena Power will
provide half of the funding for this project and is requesting $1,241,402 in grant funding.
4.4.2 Project Operating and Maintenance Costs
Include anticipated O&M costs for new facilities constructed and how these would be funded by
the applicant.
• Total anticipated project cost for this phase
• Requested grant funding
The major costs for operating and maintenance of this project are the electricity and the labor that
will be involved in implementing and managing this project. The electricity is supplied by the
applicant at a cost of $.06/kWh and will cost $132,451 a year. The labor needed for this project
include the project manager, an assistant director, two summer interns, and a technician. The
labor costs will be $82,000 a year. Over a three year period the total operating and maintenance
costs will be $643,353.
4.4.3 Power Purchase/Sale
The power purchase/sale information should include the following:
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Grant Application
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• Identification of potential power buyer(s)/customer(s)
• Potential power purchase/sales price - at a minimum indicate a price range
• Proposed rate of return from grant-funded project
There will not be a purchaser of the hydrogen produced. This project will offset the current fuel
costs.
4.4.4 Cost Worksheet
Complete the cost worksheet form which provides summary information that will be considered
in evaluating the project.
Download the form, complete it, and submit it as an attachment. Document any conditions or
sources your numbers are based on here.
Renewable Energy Fund
Grant Application
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4.4.5 Business Plan
Discuss your plan for operating the completed project so that it will be sustainable. Include at a
minimum proposed business structure(s) and concepts that may be considered.
The overhead costs on this project are the most substantial of the whole project. The operating
and maintenance costs will be well below the price that is paid for diesel and propane because
Chena Power is unable to sell its electricity to larger markets. This is a similar dilemma that
many small communities in Alaska face.
4.4.6 Analysis and Recommendations
Provide information about the economic analysis and the proposed project. Discuss your
recommendation for additional project development work.
This project will provide a basis for the feasibility of hydrogen as a reliable and effective energy
source for the smaller and larger Alaskan communities. Additional project work would be to
incorporate hydrogen production into a larger scale with home heating and other energy needs
being provided by hydrogen gas.
SECTION 5– PROJECT BENEFIT
Explain the economic and public benefits of your project. Include direct cost savings,
and how the people of Alaska will benefit from the project.
The benefits information should include the following:
• Potential annual fuel displacement (gal and $) over the lifetime of the evaluated
renewable energy project
• Anticipated annual revenue (based on i.e. a Proposed Power Purchase Agreement price,
RCA tariff, or avoided cost of ownership)
• Potential additional annual incentives (i.e. tax credits)
• Potential additional annual revenue streams (i.e. green tag sales or other renewable
energy subsidies or programs that might be available)
• Discuss the non-economic public benefits to Alaskans over the lifetime of the project
This project directly replaces the use of diesel and other fossil fuels which have increased in price
like never seen before. Gasoline is used as a comparable fuel source in this section because 1kg
of hydrogen is roughly the equivalent to one gallon of gasoline, and at maximum output this
hydrogen generation unit will produce 21,900 kg of hydrogen thus being able to replace 21,900
gallons of gasoline. This project is capable of saving $84,315 ($3.85/gal) if it were to replace
gasoline. Gasoline is a cheaper form of energy compared to diesel and propane so the savings
will be more. This project will allow the state and its residents to explore the use of hydrogen
generation for energy needs for small communities where energy costs can be substantially more.
This project is also environmentally sound in that the hydrogen produces zero emissions which is
very beneficial in Fairbanks where the air quality issues in the winter are a major problem.
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SECTION 6 – GRANT BUDGET
Tell us how much your total project costs. Include any investments to date and funding sources,
how much is requested in grant funds, and additional investments you will make as an
applicant.
Include an estimate of budget costs by tasks using the form - GrantBudget.xls
The total project costs $2,482,803. Chena Power will pay for half of the costs and is requesting
the other half of $1,241,402 be funded by Alaska Energy Authority’s renewable energy grant.
Chena Power would be committed to the operation of this project because of the fuel saving
potential that hydrogen gas presents due to the low operation and maintenance costs. Additional
investments that Chena Power could make would be to convert more vehicles to hydrogen as
well as convert other combustion equipment to hydrogen.
Hydrogenics HySTAT™A-1000D-30-10
Hydrogen Vehicle Fueling System
Budgetary Proposal No. 08233 (rev.0)
For: Chena Hot Springs
Attn: Bernie Karl, Chena Power (recycle@polarnet.com )
Gwen Holdmann , University Alaska Fairbanks,
(gwen.holdmann@uaf.edu )
Contact : Rene -J. Mandeville , (rmandeville@hydrogenics.com)
Date: November 4 , 2008.
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 2 of 22
November 4, 2008
TABLE OF CONTENTS
1 EXECUTIVE BRIEF ................................................................................................................................................ 3
2 HYDROGENICS - INTRODUCTION ................................................................................................................. 4
3 SITE CONDITIONS ............................................................................................................................................... 5
4 DESCRIPTION OF OPERATION ........................................................................................................................ 5
5 EQUIPMENT DESCRIPTION – SCOPE OF SUPPLY ....................................................................................... 6
6 TECHNICAL SPECIFICATIONS AND REQUIRED UTILITIES ................................................................... 11
7 BATTERY LIMITS ................................................................................................................................................ 13
8 EXCLUSIONS ....................................................................................................................................................... 13
9 PRICE, TERMS AND DELIVERY ...................................................................................................................... 13
APPENDIX A – TERMS AND CONDITIONS OF SALE ........................................................................................ 16
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 3 of 22
November 4, 2008
1 EXECUTIVE BRIEF
Hydrogenics is pleased to offer this budgetary proposal to Chena Power in response to the inquiry
concerning Hydrogen Fueling Station Equipment. The objective of this proposal is to provide the
scope of supply for a hydrogen fueling system based on the HySTAT™A-1000d-30-10 hydrogen
generating system.
The Hydrogenics product line provides the option to integrate several different station modules.
These system components can be: generation, compression, storage, dispensing and/or power
generation modules. This proposal includes following modules:
1. Electrolytic hydrogen generation module
2. Compression module
3. Storage module
4. Dispensing module
The HySTAT™-A-1000D-30-10 hydrogen generation and purification module will produce 60 kg/day
(30 NCMH) at a pressure of 131 psig (9 barg). The hydrogen purity shall be greater than 99.998%
suitable for fuel cell vehicles. A compression module consisting of a diaphragm compressor will
boost the hydrogen pressure to 425 barg (6250 psig).
The storage module consists of six ASME steel vessels for a total capacity of 76.5 kg at a design
pressure of up to 453 barg (6667 psig) maximum pressure. The flow of hydrogen between the
compression module, storage module and dispenser is directed by a gas control panel which is
controlled by the station‟s automatic control s ystem.
The proposed dispenser module is comprised of a single hose and nozzle. The dispenser will have
vehicle to dispenser communication as per the CaFCP protocol rev 6.1.The dispenser has an
integrated HMI to provide fueling instructions to operators.
The proposed station scope includes standard integrated safety systems, factory acceptance
testing, equipment certification by a NRTL, and an engineering design/docum entation package. The
site services include verification of installation, station commissioning, standard site acceptance
test, and a two day training program.
Site specific items such as approvals, site preparation, unloading of equipment, connection to
utilities, interconnections between equipment, and inspections by third parties are by others.
In addition, this proposal offers the following key value propositions:
Safety: Hydrogenics hydrogen systems are recognised for their excellent safety record.
Minimal site and operations impact: Hydrogenics standard modules enable portability, flexibility
and expandability by minimizing hydrogen storage requirements and set back distances, reducing
civil construction, and overall footprint.
Ease of operation: Hydrogenics‟ HySTAT™A systems are user friendly and require a minimal
amount of an operator‟s time. The system runs automatically with built-in controls and failsafe
systems.
Training: Hydrogenics customer support team offers comprehensive operator training to ensure
complete confidence and safety for industrial applications.
System Efficiency: Industry leading efficiency saves overall energy consumption.
Codes and Standards Expertise: The Hydrogenics team of experts are available to provide
guidance and support to local approval authorities in the application of newly adopted hydrogen
codes and standards.
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 4 of 22
November 4, 2008
2 HYDROGENICS - INTRODUCTION
2.1 Corporate Introduction
Hydrogenics Corporation (www.hydrogenics.com) is a leading global developer of clean energy
solutions, advancing the Hydrogen Economy by commercializing hydrogen and fuel cell products.
The Company has gained recognition from key customers for developing innovative solutions through
solid hands-on competency and comprehensive system integration knowledge and skills.
Hydrogenics offers a portfolio of products and capabilities serving the hydrogen and energy markets
of today and tomorrow. The Company‟s two areas of business include onsite hydrogen generation,
multi-application fuel cell power modules (5-65 kW) and related services. These products serve a
range of commercial applications in industrial, transportation and energy markets.
The Hydrogenics 95,000 ft² headquarters is located in Mississauga, Canada with R&D and production
capacity. With approximately 150 employees worldwide, the Company has additional facilities and
offices in Belgium, Germany, Japan, United States, Russia, China, and India. The HySTAT TMA
systems are manufactured in our ISO 9000 certified facility in Belgium .
Hydrogenics is listed as a publicly traded company on the NASDAQ (HYGS) and the Toronto Stock
Exchange (HYG).
2.2 Brief History
In 2005, Hydrogenics acquired Stuart Energy Systems Corporation, the world's leading developer
and supplier of electrolytic hydrogen infrastructure solutions. Stuart Energy integrated its proprietary
hydrogen generation technology with products from corporate partners to serve existing and
emerging markets for industrial, distributed power generation and transportation applications. Stuart
Energy was founded in 1948 and to date has supplied more than 1,200 hydrogen plants in more than
100 countries.
Hydrogenics‟ supplies on-site hydrogen generation systems to the world‟s leading industrial gas
companies including Air Liquide, Air Products, and BOC/ Linde. Other key customers include General
Motors (GM), Toyota, Chevron, Shell, John Deere, Dow Corning, and Itochu Corporation of Japan.
2.3 Safety
Hydrogenics delivers a safe operating environment to its customers by virtue of its culture, design
features, and expertise. The Company‟s products have been proven in real world applications time
and time again to produce the high purity hydrogen required for a variety of purpose s in a completely
safe manner. Throughout its 59 year history of providing electrolyser systems, Hydrogenics has
demonstrated an exemplary safety record at its production facilities and in its installations around the
world.
2.4 Quality Assurance
Hydrogenics is recognized for the high level of quality that is provided in our products and services.
This level of quality is maintained through accreditations awarded by international third party
organizations. Hydrogenics holds the certification for:
o ISO 9001 quality management system, issued by Bureau Veritas Quality International
o ISO 14001 environmental management system, issued by Bureau Veritas Quality International
o OHSAS 18001 occupational health & safety management system, issued by Bureau Veritas
Quality International
o PED and ASME certified workshop
o National board registration
o As well as various other registrations for Europe, Russia, Australia and a number of other
countries
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 5 of 22
November 4, 2008
The quality assurance program in place within the factory as well as the service performed by on-site
meet the requirements of the above standards.
2.5 Project Management Excellence
Hydrogenics has demonstrated the ability to deliver hydrogen infrastructure commitments in a timely
and cost effective manner, whether the scope is for equipment only, or for a complete turnkey
installation. Through this and other hydrogen infrastructure projects, Hydrogenics is dedicated to
reinforcing the immediate role of hydrogen to be produced on-site and on-demand, in a safe and cost
effective manner.
2.6 Hydrogen Codes and Standards Expertise
Hydrogenics has substantial experience in product design, compliance and consulting on applicable
standards. The following is a sample of the various codes and standards committees that
Hydrogenics has participated on:
NFPA Industrial and Medical Gases (NFPA 50, 50A, 51, 51A, 50B, 55, 560)
NFPA Vehicular Alternative Fuel Systems (NFPA 52 and 57)
NFPA Hydrogen Coordination Group
ISO TC 197 WG 8, ISO 22734 Hydrogen Gas Generators using the Water Electrolysis Process
US Fuel Cell Council Codes and Standards
CTFCA Codes and Standards Committee
ICC Mechanical Code Committee
ASME Task Force on Portable Tanks
3 SITE CONDITIONS
In preparing this proposal, the following parameters were assumed. If there are any discrepancies
between these and the actual parameters, Hydrogenics must be advised immediately in order to
incorporate the necessary modifications.
3.1 Site Ambient Conditions
Temperature: -40°F (-40°C) minimum, 86°F(30°C) maximum
Relative Humidity: 95%
Location Outdoors
Seismic unrated
Note:
The prices quoted in this proposal are based on the above data. If any of the above is incorrect,
Hydrogenics reserves the right to revise scope and /or price to account for changes in design.
4 DESCRIPTION OF OPERATION
4.1 Modes of Operation
The electrolyser has three (3) modes of operation:
Stop: No production, and the internal pressure is close to atmospheric. Restarting the electrolyser
requires a purge with inert gas. The stop mode typically occurs in the case of complete system shut
down for maintenance activities.
Standby: No production, but the internal pressure is maintained at the set-point pressure. The
advantage of the standby mode is that the system stays pressurized and ready for production.
Hence, there is no need to purge the system prior to restarting the unit and the production starts
back almost instantly.
Run: The electrolyzer produces hydrogen between 20% and 100% of rated capacity (turndown
capability). The production rate is controlled by the pressure at the consumer‟s line. If pressure in
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 6 of 22
November 4, 2008
the delivery line drops, the DC current to the electrolytic stack(s) increase s automatically to
generate additional hydrogen to match the customer‟s demand.
4.2 Process Description
During the run mode of operation:
The feed water is treated in an integrated reverse osmosis system to purify the feed water to the
quality required by the electrolyser.
The feed water is then sent to a small break tank within the electrolyser module and is automatically
fed to the electrolytic cells through a series of control valves and separator/rinsing vessels. The
electrolytic cells are bi-polar and convert the H2O into H2 and O2. The electrolysis reaction will
consume approximately of 1 liter of deionized water per NCM of hydrogen produced. The H2 and O2
pass through separate gas/liquid separators and rinsers. The gases are cooled through a two stage
of gas rinsing and a condensing heat exchanger. The system is designed so that the condensate
from the separators and rinsers is sent back, by gravity, to the electrolysis stack. The KOH stays
inside the system and its concentration only needs to be checked every six months.
After gas rinsing, the H2 has a purity level of 99.8% and is sent to the integrated purification system.
Purification equipment consist of a deoxo drier where a catalytic purifier is used to remove O2 and a
twin tower dryer removes moisture in the H2 stream, resulting in a gas with purity of 99.998%. The
remaining impurities are:
N2 12 ppm
O2 2 ppm
H2O 1ppm (-75°C Atm. Dew Pt.)
CO/CO2 0.1 ppm
After gas rinsing, the O2 has a purity level of 99.7% and is vented to atmosphere.
5 EQUIPMENT DESCRIPTION – SCOPE OF SUPPLY
5.1 Hydrogen Generation Module – Standard Features
The following items are standard on HySTAT™A-1000D-30-10 Outdoor systems.
5.1.1 Control System
The control system ensures the smooth automatic and safe operation of the electrolyser. The
electrolyser is fully automatic and designed to operate with minimal operator intervention. Moreover,
through data logging system run time, and valve cycles are counted to provide the generation unit
operators information to guide preventive maintenance scheduling. This data is available at the HMI
and also remotely through the monitoring software system.
5.1.2 Transformer-Rectifier
The transformer-rectifier is required to transform the AC current of the grid to the DC-power
necessary for the electrolysis process. The DC current is controlled automatically by the system
allowing hydrogen to be produced on-demand, as previously described in Modes of Operation. The
current control also ensures the safe depressurization of the unit in case of a power failure.
5.1.3 Back-Up Power Supply (UPS)
A back-up battery is included to control all of the critical parameters of the system during a power
failure. The hydrogen production will be stopped, and the unit will automatically go to standby mode.
If the power is not restored within twenty minutes, the remaining power of the back-up battery will
allow the PLC to gradually depressurize the system, and restore all parameters in a safe position. For
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 7 of 22
November 4, 2008
safety purposes, the operator must manually reset the system by turning the ke y switch to restart the
unit.
5.1.4 ROS-based System
Hydrogenics will supply an optional Reverse Osmosis System (ROS) to treat the incoming source of
potable water to remove ions and contaminants. The potable water must meet minimal purity
requirements before it is treated in the ROS. ROS will have a small dosing pump to add anti-scalent
to the feedwater.
5.1.5 The Gas Generator
The core component of the electrolyser is the electrolysis stack. The cell stack consists of circular
electrolytic cells, each containing two electrodes and an advanced proprietary alkaline inorganic ion -
exchange type membrane. The electrolyte is a 30% solution of KOH in water. The electrolytic stack is
the most efficient in the industry and is inorganic and free of asbestos. The electrolytic cells use a bi-
polar design: each electrode carries a positive and negative charge on opposite sides of the same
electrode plate. The result is an ultra-compact and low maintenance electrolyser, free of rotating
electrolyte pumps.
HySTAT™A Electrolytic Stack
5.1.6 Cooling of the Hydrogen Generator
Cooling of the electrolyser is required to maintain the temperatures at the optimum levels for efficient
operation of the electrolytic stacks and to remove the KOH and moisture from the hydrogen stream.
In order to ensure sufficient cooling at all times, Hydrogenics has included a separate closed loop
cooling system with air cooled condenser dry cooler. This eliminates the need for external cooling
water.
5.1.7 Hydrogen Purification Package
The standard hydrogen purification package consists of a catalytic purifier and a proprietary thermally
regenerated hydrogen gas dryer. The oxygen content in the hydrogen stream is reduced to less than
2 ppm. The moisture content in the hydrogen stream is reduced to an atmospheric dew point of less
than -75°C.
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November 4, 2008
5.1.8 Closed Loop Cooling and Chiller
In order to ensure sufficient drying of the H2 to an atmospheric dew point of -75°C, an integrated
chiller and closed loop cooling system has been included.
5.1.9 Enclosure for Hydrogen Generation Unit
The Hydrogen Generation Unit‟s electrical and control and gas generating modules are installed in
modified ISO containers. The HySTAT™A-1000D-30-10 consists of a weather protected 40‟ ISO
enclosure. Access doors have been added to allow service of to the units‟ internal systems. Inside the
container, the gas generation and electrical control modules are separated by a gas tight wall.
5.2 Hydrogen Generation Module – Optional Features
The following options are recommended for this application.
5.2.1 Remote Access Software
A windows-based remote access software package allows designated customer personnel to
remotely monitor parameters of the HySTAT™A at anytime form either on-site or off-site facilities.
The software that runs this environment is a Software Control and Data Acquisition (SCADA) system,
displaying the process status in real time. Moreover, the user can also control the gas g eneration,
start (from standby) and stop the equipment and adjust the operating set points. Both a PC and
remote connection (LAN or ISDN) are needed to run this software.
5.2.2 Instrument Air
The compressed air requirements for the purification and compression equipment will be provided
by an optional independent air compressor. The air from the compressor will be dried by a dryer to
protect the valves and other pneumatic components.
40‟ Container Enclosure for the HySTAT™A-60 Generation Unit
o
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November 4, 2008
5.3 Gas Compression Module
The electrolytic hydrogen cell stacks operate with an output hydrogen gas pressure of 9 barg
without the need for compressors. In order to boost the hydrogen pressure for storage, a diaphragm
compression module is included with the HySTAT™A-1000D-30-10 system.
The purified and dried hydrogen proceeds from the discharge of each respective dryer vessel to a
pre-compressor buffer tank. The buffer tank stores a small volume of gas to allow for the
compressor to be constantly fed without interruption or transients during operation. The Gas
Compression Module will be housed in the same 40ft. ISO container as the HySTAT unit and fully
integrated with the HySTAT plc. Cooling for the compressor is integrated with the closed loop
system of the gas generator.
5.4 Hydrogen Storage Module
The hydrogen storage module consists of six ASME
cylinders configured in a three bank cascades system with
a total storage of 76.5 kg. The vessels will have a
maximum design pressure of 6667 psig. The system
comes complete with pressure gauges, safety relief
valves, engineered wet stamp, grit blasting, painting, and a
nitrogen purge.
(May not be exactly as shown)
Safety relief valves (SRV), one per vessel, will be connected to each vessel with a means of
isolating the SRV‟s from its respective vessel. The SRV isolation valves will be lockable in fully open
and fully closed positions. A ¼” needle valve, shall be provided between each isolation valve and
SRV to allow for the depressurization of the inlet of the SRV after closure of the isolation valve.
The storage comes complete with a connection point for a vent stack. The vent stack connection is
sized to maximum flow conditions per CGA G5.5 Hydrogen Vent Systems. The system includes
liquid filled pressure gauges, one per bank, complete with block and bleed valves, located on the
vessel side of the manual isolation valves, and manual valves, one per bank to allow for evacuation
of each bank on an individual basis. Outlets of the valves will connect directly to the same vent
outlet as described for the SRV‟s above. Sample ports, one per bank, ¼” needle valve complete
with plug. Dump valves will be provided on each bank for manual evacuation of system for purging
purposes.
The storage system shall have provision for overhead lifting. The system shall be suitably and
permanently marked to indicate lifting points. Electrical bonding and grounding points will be
included by way of two non ferrous grounding lugs per structural assembly.
5.5 Gas Control Panel
A three-bank gas control panel (GCP) comprised of priority valves for directing hydrogen from the
compression system into storage and sequencing control valves that control the flow of hydrogen
from the storage system to the dispenser is included. The GCP is controlled by the HySTAT plc
using signals from the dispenser and compression system controls.
5.6 Dispensing Module
The dispenser system is comprised of a „fast fill‟ metered, single hose, single pressure dispenser.
The dispenser comes complete with a hose and breakaway assembly, industry standard nozzle and
retractable grounding cable. The dispenser will automatically terminate the fill once the target
pressure is achieved.
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November 4, 2008
5.7 Factory Acceptance Test
Hydrogenics will perform a factory acceptance test (FAT) and provide a copy of the test report prior
to shipment. A witness test at our facility can also be performed for an additional fee.
5.8 Permitting and Approvals
To enable the approval and permitting process to proceed smoothly for the group leading this
process, a Hydrogenics approvals expert is available to answer questions and provide information to
the station engineering firm.
5.9 Engineering and Project Management Service
In addition to the equipment and hardware, Hydrogenics will supply up to one hundred hours of
engineering and project management services to enable the station design by Chena Power and their
designates. The Hydrogenics manager will work closely with the project management team to ensure
the project remains on schedule.
Travel costs associated with the above service are not included and will be billed separately.
5.10 Verification of installation, Supervision, Commissioning and Training Services
Field services of 2 competent Field Engineers/Technicians are included for the Verification of the
installation and commissioning of the system.
A training program for up to ten (10) operators and maintenance personnel is also included. The
session will consist of one in-classroom session of approximately 8 hours in length, and one hands
on training session of approximately 8 hours in length. All Hydrogenics expenses including travel ,
accommodation and living expenses will be billed separately. Delays beyond the control of
Hydrogenics shall be billed at standard daily rates. Commissioning consumables such as nitrogen for
purging are not included.
5.11 Critical Spares and Wear Parts
Critical spares and wear parts for one (1) year of operation are included with this proposal.
Nitrogen for occasional purging is not included.
5.12 Documentation
Standard documentation to be provided will include following:
The manual(s) will be supplied in the English language on 1 printout and 1 electronic version
in pdf format via CD.
One overall factory acceptance test certificate, signed by the Quality & Safety manager. This
test certificate indicates that all tests, standard in our test program, or as agreed upon within
the contract, are fulfilled and covers all underlying test certificates.
A technical file including the following items on 1 printout and 1 electronic version on CD
P&IDs (Process & Instrumentation diagrams)
Equipment outline drawings for outdoor housing
MSDS sheets
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November 4, 2008
6 TECHNICAL SPECIFICATIONS AND REQUIRED UTILITIES
Module 1: Hydrogen Generation
Model HySTAT™A-1000D-30-10
Net Hydrogen Flow 1140 SCFH (30 Nm³/hr)
Purity > 99.998%
O2 2ppm
H20 1ppm (-75°C Atm. Dew Pt.)
N2 < 12 ppm
CO and CO2 < 1 ppm
Pressure after the
Electrolyser
145psig (10 bar)
Quantity Electrolyte ~93 US Gallons (350 liters)
Dimensions 40 ft (6.1 m) L x 8 ft (2.4m) W x 9.5 ft (2.9m) H per container
Operating Weight 23,000 kg (50,600 lbs) per container
Module 2: Hydrogen Compression
Type Two Stage Diaphragm
Suction Pressure 131psig (9 bar)
Discharge Pressure 7000psig (483bar)
Flow Rate 1140 SCFH (30 Nm³/hr)
Dimensions 6 ft (1.8 m) L x 5 ft (1.5m) W x 8 ft (2.4 m) H
Operating Weight 5,910 kg (13,000lbs) (included above)
Module 3: Hydrogen Storage
Vessel Type ASME UPV Code Section VIII, Div. 1, Appendix 22
Safety Factor 3 to 1
Material SA372, Grade J Class 70
Design Pressure 6667 psig (453bar)
Quantity 6 vessels arranged in 2 frame of 3 bottles wide by 1 high
Max. Storage Capacity 76kg at 6250psig
Dimensions 16”OD x 18‟long tubes
Operating Weight 32,000lbs
Gas Control Panel
Dimensions 1.524 m (60”) L x 0.356 m (14”) W x 1.83 m (72”)H
Operating Weight 455kg (1000 lbs)
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November 4, 2008
Module 4: Hydrogen Dispensing
Fill Rate 4 kg/min (Maximum)
Temperature
Compensated Fill
Pressure
350 bar
Dimensions 0.8 m x 1.1 m x 1.5 m (2.7 ft x 3.5 ft x 5ft)
Operating Weight 680 kg (1500 lbs)
The following utilities are to be provided by the site.
Required Utilities
Feed Water
Requirement Potable water
Temperature 90 oF (32oC) Maximum
Flow Rate 1 L of water per Nm3 H2 produced
Pressure Min. ~ 1.4 barg (20 psig) minimum
Pressure Max. ~ 3.4 barg (50 psig) maximum
Electrical and Control
Voltage 480 V AC, 60 Hz, 3 ph
Total Consumption 5.8 kWh/Nm3 of H2 produced *
Consumption
Breakdown
5.2 kWh/Nm3 – Cell Stack-Peripheral Equipment
(Excludes Heating of container when required)
0.6 kWh/ Nm3 – Compression System
Data Dedicated analog phone line for web enabled system
monitoring
Electrical Equipment To NEMA and NEC Standards
Nitrogen Purge Gas
Quality Industrial grade
Minimum pressure 58.psig (4 bar)
Maximum pressure 145 psig (10 bar)
Quantity per purge 38 SCF (1Nm3)
Not required for normal operation ; purging is required before start-up or when
pressure drops below 2.18 psig (0.15 barg)
*Note: Electrical load to be confirmed at detailed engineering stage.
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November 4, 2008
7 BATTERY LIMITS HYSTAT-A ENCLOSURE (40FT. CONTAINER)
Electric Power: Incoming power supply terminals at the HySTAT™A unit.
Hydrogen Gas: Connection at the HySTAT™A unit
Oxygen Gas: Outlet of vent on equipment
Vents: Exhaust pipe outlets as required for safety.
Feed Water: Connection at the HySTAT™A unit
Condensate Drainage: Connection at the HySTAT™A unit
Instrument Air: Connection at the HySTAT™A unit
Nitrogen: Connection at the HySTAT™A unit
9 EXCLUSIONS
The following items are not included in the scope of this proposal:
Drawings, data, calculations of a proprietary nature
Any civil work (foundations, drawings, walkways, anchor bolts)
Consumables (nitrogen required for occasional purging)
Any utilities (power, feed water)
Interconnecting materials
Any material/equipment outside the battery limit
Materials or building, lighting, ventilation and heating outside of HySTAT™A/Compressor enclosure
Pipe and conduit supports outside of HySTAT™A/Compressor enclosure
Oxygen cleaning of locally installed components or pipe work
Field services (installation, maintenance, etc. except as noted herein)
Heat tracing and insulation, if required
Management of site preparation activities including permitting, inspections, and approvals
Insurance, duty, brokerage and applicable taxes
On site testing or testing equipment beyond Hydrogenics standard tests
Site power distribution panel
FMEA or HAZOP by Hydrogenics
10 PRICE, TERMS AND DELIVERY
The following figures are for budgetary purposes and are to act as a basis for further discussions.
Price USD
HySTAT™A Model
Standard Features
Outdoor, 40ft ISO Enclosure
Reverse Osmosis Based Water Treatment
Forced Air Closed Loop Electrolyte Cooling System
Deoxo Dryer -75°C Atmospheric Dew Point, 2ppm O2
Chiller based gas cooling
Vent stacks
Cold Weather Option
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 14 of 22
November 4, 2008
ASME/NEC Compliance
Packaging for Sea Shipment
Optional Features
Instrument Air Compressor
Remote Monitoring and SCADA
Automatic N2 purge (HySTAT and HPS)
Automatic re-start (PT-U)
Critical Spare Parts
Wear Parts for One Year Operation
Compression Module
Includes:
Dual Stage Diaphragm Compressor
Engineering and balance of compression module
Integrated control and I/O with Electrolyser PLC
Housed in the same 40ft. container as HySTAT unit
Storage Module
Includes:
Storage Vessel, ASME 94.8 ft³ , QTY. 6 Framed
Arranged in 3 Bank Cascade with 76kg Total Storage
Gas Control Panel
Engineering and balance of storage module
Integrated control and I/O with Electrolyser PLC
Dispensing Module
Includes:
Single Hose Single Pressure Hydrogen Dispenser, 350barg (5075psig)
Integrated control and I/O with Electrolyser PLC
Services
Verification of Installation, Commissioning and Training
Totals
Grand Total (USD) Ex Works Mississauga, Canada 1,639,450
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 15 of 22
November 4, 2008
.
.
Price: One-Million, Six Hundred and Thirty-Nine Thousand, Four Hundred and Fifty
United States Dollars
Validity: Valid through 60 days Subject to escalation due to fluctuations in Euro/US
exchange rates. Any escalation shall be calculated at the time of order. Rates as
posted by Bank of Canada.
Warranty: Eighteen (18) months from delivery or twelve (12) months from date of
commissioning (whatever occurs first).
Terms: Ex-Works Mississauga, Canada, as per INCOTERMS 2000
Terms of Payment: 30% Of purchase price within 30 days of completion of contract documents.
Balance of the purchase price, to be paid as follows:
40% 90 days after ARO
30% At readiness for shipment.
(All Invoices due upon receipt)
Delivery: Approx. 8 months from the date of receipt of all the following:
Executed contract, or written acceptance by Hydrogenics of any counter
proposal or purchase order.
Necessary final specifications or complete information required for
engineering on the equipment
Receipt of down payment
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 16 of 22
November 4, 2008
APPENDIX A – TERMS AND CONDITIONS OF SALE
The following terms and conditions of sale (the “Terms”) form part of the contract between Hydrogenics
Corporation (“Hydrogenics”) and the customer (“Customer”) named on the Quotation to which these Terms are
attached, and apply to the sale of all products and equipment (together, “Products”) and the provision of a ll
services (“Services”) identified in the Quotation and/or the Purchase Order, by Hydrogenics to Customer.
These Terms shall prevail notwithstanding any general terms or conditions contained in the Purchase Order
submitted by Customer, and unless otherwise expressly agreed in writing, any offers or quotations, and any
information contained in brochures and price-lists, shall not be binding on Hydrogenics. In the event of any
inconsistency between the terms of any documents comprising the Contract, they s hall have precedence in the
following order:
These terms and conditions and any additional terms and conditions appended hereto:
The Purchase Order (not including, the Buyer‟s standard terms and conditions, to the extent attached to
the Purchase Order);
The Quotation; and
Any other documents specified in the Purchase Order
1. Definitions
As used in these Terms, the following capitalized terms shall be defined as follows:
“Contract” means the contract between Hydrogenics and Customer, consisting of the Quotat ion, the Purchase Order, these Terms
and any other document executed by both parties which references the Quotation or the Purchase Order.
“Purchase Order” means a purchase order submitted by Customer to Hydrogenics, which specifically references the Quota tion and/or
the Products and Services referenced in the Quotation, and accepted by Hydrogenics in writing, provided that any reference to a
Purchase Order shall not include any general terms and conditions of sale incorporated therein.
“Quotation” means the quotation submitted by Hydrogenics to Customer, to which these Terms are attached.
2. Purchase Price
2.1 Unless otherwise specified on the Quotation and/or the Purchase Order, all prices are stated in United States dollars, except for
Contracts with Hydrogenics Europe, which are stated in Euros. No variation in price will be accepted unless confirmed by Hydrogenics in
writing. Unless otherwise stated, prices do not include costs of packing, shipment or insurance coverage, state, provincial or federal sales,
use, services, excise, value added or other taxes imposed by any governmental authority, import duties, export duties, or any o ther taxes,
customs duties or consular fees, all of which, if applicable, will be for the account of Customer.
2.2 If any taxes are required to be withheld from any payment due to Hydrogenics hereunder, Customer shall: (a) increase the amount
of such payment so that Hydrogenics will receive a net amount (after deduction and withholding of all taxes) equal to the amo unt otherwise
due hereunder; (b) pay such taxes to the appropriate taxing authority for the account of Hydrogenics; and (c) as promptly as possible
thereafter, send Hydrogenics an original receipt showing payment thereof, together with such additional documentary evidence as
Hydrogenics may from time to time reasonably require.
3. Terms of Payment
3.1 Subject to the rest of this paragraph, all amounts due under this Contract may be paid by way of certified/bank -guaranteed cheque
or wire transfer, or other method of payment mutually agreed upon by Customer and Hydrogenics. If at any time Hydrogenics has
reasonable doubt as to Customer‟s solvency or ability to pay amounts owing hereunder, Hydrogenics may, at its discretion, imp ose
additional conditions before performing (or continuing to perform) the Contract, including but not limited to requiring Customer to pay the
purchase price in advance or to furnish adequate security in the amount which Customer has outstanding to Hydrogenics under t he
Contract, imposing additional invoice conditions or requiring payment to be made and/or security furnished by means of documentary credit
(including irrevocable letters of credit) and/or a bank guarantee, issued by a first-class bank in the jurisdiction of the applicable Hydrogenics
party.
3.2 Unless otherwise specified on the Quotation or the Purchase Order, all banking charges related to payment shall be for the account
of Customer.
3.3 All payments shall be made by Customer without any rebate, deduction or set-off of any kind.
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 17 of 22
November 4, 2008
3.4 If, at Customer‟s request, Hydrogenics performs any work before full agreement has been reached with regard to the price and
conditions for payment for such work, Customer shall pay Hydrogenics therefor in accordance with Hydrogenics‟ then current fe es and
prices, and otherwise in accordance with the provisions of this Article 3.
4. Delivery
4.1 Unless otherwise specified on the Quotation or the Purchase Order, Products will be delivered Ex Works as per INCOTERMS, 2000
the address of the applicable Hydrogenics party identified above. The obligation to insure, and the risk in the Products, will pass to
Customer when such delivery is made.
4.2 Hydrogenics shall notify Customer as soon as reasonably possible of the time at which Products are ready to be delivered to
Customer, and Customer shall take delivery of the Products as soon as possible but in any event no later than twenty -eight (28) days
following such notification. If Customer fails to take physical possession of the Products or fails to do so within such twe nty-eight (28) day
period, such failure shall constitute a breach by Customer of this Contract, without prior notice of default being required. In s uch event,
Hydrogenics shall be entitled to store the Products at the risk and at the expense of Customer or to sell the Products t o a third party.
Customer shall remain liable for payment of the purchase price, plus interest and costs (by way of compensation), but if Hydr ogenics sells
the Products to a third party, such liability shall be reduced by the net proceeds of the sale.
4.3 If a delivery or implementation schedule is executed by the parties which specifically references the Quotation or the Purchase
Order and certain Products and/or Services listed therein, then such schedule shall apply to the delivery and installation of such P roducts
and/or Services.
4.4 Unless otherwise specified on the Quotation or the Purchase Order, Hydrogenics shall use commercially reasonably efforts to m eet
any delivery or implementation dates agreed to by the parties, provided, however, that notwithstandi ng any other provision hereof,
Hydrogenics shall not be liable for any delays or defaults in the manufacture or delivery of any Products or the provision of any Services
supplied hereunder and shall not be liable for any failure to provide notice of any su ch delays or defaults to Customer. Without limiting the
generality of the foregoing, Hydrogenics shall not be liable for any delays or defaults resulting from the actions of any thi rd party.
4.5 Customer acknowledges and agrees that Hydrogenics will not be li able for any damage or claims arising from shipment packaging
or loss or damage in transit. Unless otherwise specified on the Quotation or the Purchase Order, all shipping costs, freight forwarding and
insurance will be for the account of Customer.
4.6 In the event that Customer contracts to receive the Products supplied via express or air express shipments, Customer may direct
that the Products be so shipped, and the cost of such shipment will be for the account of Customer, unless otherwise expressl y stipulated.
5. Provision of Products and Services – Customer‟s Obligations
5.1 Customer shall co-operate with and assist Hydrogenics by providing to Hydrogenics such information, access to personnel and
other resources and materials as Hydrogenics reasonably requires to perform any Services to be provided by Hydrogenics hereunder,
including any installation and implementation of any Products by Hydrogenics. Without limiting the generality of the foregoi ng, Customer
shall:
5.1.1 provide Hydrogenics with full, free, safe and timely access to its premises and facilities reasonably necessary for any
installation and other Services to be provided hereunder;
5.1.2 ensure that, prior to delivery of any Products or Services, Customer‟s premises are sufficiently prepared for the
installation thereof including, without limitation, installation of necessary power and climate control facilities or other
additional facility supplies or connections required for the operation of the Products or Services; and
5.1.3 ensure that, prior to the applicable delivery/performance date, it has obtained any and all necessary regulatory consents
or approvals relating to the installation of the Products or provision of the Services.
5.2 Hydrogenics shall not be responsible for any inability or delay in performing the Services hereunder, and Customer shall indemnify
and hold Hydrogenics harmless from and against, any losses, costs and damages incurred by Hydrogenics as a result of Customer‟s failure
to fulfill the foregoing obligations.
5.3 No Product supplied under this Contract, or any part thereof, shall be used in connection with or as a part of any activity or process
involving nuclear fission or fusion, or any activity or process involving any use or handling of any radioactive material, including any
fissionable substance. . If any such Product or part thereof is so used by Customer or others, Hydrogenics may terminate the Contract and
Customer shall hold Hydrogenics harmless and indemnify Hydrogenics against any and all loss, expense, damage or liability of every kind,
whether in contract, tort (including negligence) or otherwise, arising out of such use.
5.4 Unless otherwise specified on the Quotation or the Purchase Order, Customer shall reimburse Hydrogenics for all out -of-pocket
expenses incurred by Hydrogenics in the provision of Services hereunder, including without limitation, costs incurred during the installation
and testing of Products on behalf of Customer.
5.5 Unless otherwise specified on the Quotation or the Purchase Order, if Hydrogenics‟ representatives travel t o Customer‟s location for
the supply of Products or Services (including pursuant to Article 9 or 13), Customer shall pay Hydrogenics for all costs (inc luding out of
pocket expenses) incurred by Hydrogenics and all working and travelling hours of Hydrogenic s‟ personnel. Hydrogenics shall provide
Customer with an estimate of such hours. If Customer is not located within a reasonable daily commute from Hydrogenics facil ity, then (i)
Hydrogenics‟ representatives shall have the right to return to Hydrogenics‟ facility after having been away for fourteen days (including
travelling hours), unless otherwise agreed between Hydrogenics and Customer; (ii) Hydrogenics shall be entitled to at least f our (4) weeks
between the date of executing this Contract and the date of dispatching a Hydrogenics‟ representative to Customer‟s location, in order to
make appropriate personnel and travel arrangements, and to at least two (2) weeks notice if any changes to such arrangements are
required.
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 18 of 22
November 4, 2008
5.6 Unless otherwise specified on the Quotation or the Purchase Order, if Hydrogenics‟ representatives travel to Customer‟s location
outside of Hydrogenics‟ home country, then Customer shall, in addition to the obligations set out in section 5.5:
- arrange and pay for the necessary hotel accommodations in a hotel that fulfils the normal standards applicable, and has a good
name and reputation, in Hydrogenics‟ home country;
- arrange and pay for daily transportation to and from Customer‟s location with a means of transport that fulfils the normal
standards in Hydrogenics‟ home country including safety standards with regards to drivers and vehicles;
- pay any commuting time which exceeds one half hour one way, as working time;
- arrange and pay for a return ticket, with an airline that fulfils the normal standards applicable, and has a good name and
reputation, in Hydrogenics‟ home country; and
- assist in getting all necessary medical aid if Hydrogenics‟ representative falls ill or suffers any injury during his/her sta y abroad,
provided that any related costs will be refunded by Hydrogenics or its insurance company upon submission of detailed invoices
6. Reservation of Title
6.1 As long as title in the Products rests with Hydrogenics or as long as a security interest is established therein, Customer sh all not be
entitled to dispose of the Products or to pledge such Products as security, except that Customer may resell any Products which are
inventory of Customer sold in the normal conduct of its business. If the Customer sells or otherwise disposes of Products in contravention
of this section, Hydrogenics may claim a security interest against the third-party buyer arising from the sale of the Products and the
Customer hereby undertakes to cooperate in the registration of such security interest, if any.
7. Specifications
7.1 The parties may execute a statement of work and/or specifications (“Specifications”), which set out in greater detail the Ser vices to
be provided and the Products to be sold by Hydrogenics hereunder, and if such Specifications explicitly reference this C ontract and the
Products and Services to which they apply, then such Specifications shall be considered part of this Contract.
7.2 Any changes to any Specifications may only be made with the prior written consent of Hydrogenics, and in any such circumstanc es
Hydrogenics may make a reasonable adjustment to the total price to compensate for any additional costs thereby incurred by Hyd rogenics.
Hydrogenics reserves the right to make changes in details of design, construction, arrangement or equipment as shall, in its judgment, result
in improved performance of the Products or Services supplied hereunder, without Customer‟s approval, provided that such chang es do not
result in any increase in the price charged to Customer, and no such change shall give rise to any right of cancellation or return on the part
of Customer. Any other changes will only be made with approval of Customer.
8. Subcontractors
8.1 Hydrogenics retains the right to unilaterally subcontract any aspect of the manufacture or delivery of the Products or Services
supplied hereunder to any third party(s) and nothing herein will be construed so as to limit such right.
9. Testing and Acceptance
9.1 Customer agrees to accept Products at Hydrogenics‟ facility prior to shipping upon Hydrogenics undertaking Factory Acc eptance
Testing (FAT) in accordance with protocols established with Customer. If Customer chooses not to attend FAT, Hydrogenics may upon
completion of FAT deliver Products to Customer, and Customer is thereafter deemed to have accepted Products. Custome r‟s sole remedy
with respect to Products shall be the warranty set forth in these terms and conditions.
9.2 If FAT is not undertaken at Hydrogenics‟ facilities, Customer shall have, upon delivery of any Products to Customer or, where
applicable, upon completion of any installation or implementation thereof to be done by Hydrogenics, Customer shall have five (5) days to
examine and test the general function and operation of the Products, and evaluate such function and operation to determine wh ether the
Products contain any defects. In the event any such defects exist, Customer shall, within such five (5) day period, give Hydrogenics written
notice thereof, and upon receipt of such notice, Hydrogenics shall use commercially reasonable efforts to correct such defe cts as soon as
practical thereafter. Upon discovery of any defect, Customer shall immediately cease using the Product concerned. If Custom er does not
provide such written notice of defect to Hydrogenics within such five (5) day period, Customer shall be deemed to have accepted the
Products upon expiration of such period.
10. Confidential Information
10.1 Both during and after the term of this Contract, Customer agrees as follows:
10.1.1 During the term of this Contract, Customer may receive or acquire knowledge of certain Confidential Information of
Hydrogenics. For the purposes of this Contract, the term “Confidential Information” shall mean any and all data and
information, written or oral, provided by Hydrogenics to Customer which, unless otherwise expressly exclude d in writing,
shall be deemed confidential. For greater certainty, the term “Confidential Information” shall include information which
relates, in any way, to the business and operations of Hydrogenics, the Products and Services, any and all other
proprietary information of Hydrogenics and its affiliates of any nature or kind, technical data, trade secrets or know-how,
research, business plans, product plans, services, software, developments, processes, technology, designs, drawings,
marketing, finances or other business information, compilations, business opportunities, notes, memoranda, or other
documents or records which are provided to the Customer or are generated by a review of any of the foregoing. Where
any combination of information disclosed hereunder consists of Confidential Information and non-Confidential
Information, all of such information shall be deemed to be Confidential Information for the purposes of this Contract.
10.1.2 Customer shall protect the Confidential Information of Hydrogenics from unauthorized use or disclosure and shall use at
least the same degree of care with regard thereto as it uses to protect its own Confidential Information of a like nature.
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 19 of 22
November 4, 2008
10.1.3 Customer shall use and reproduce the Confidential Information of the Hydrogenics only a s permitted under this
Contract or as needed to perform its duties hereunder.
10.1.4 Customer shall not disclose or otherwise permit access to the Confidential Information of Hydrogenics to any third party,
without Hydrogenics‟ prior written consent.
10.1.5 Customer shall limit the disclosure of, and access to, Confidential Information to only those employees and permitted
contractors and subcontractors (collectively, the “Representatives”) who need to know such Confidential Information for
the purposes of complying with their respective obligations hereunder, and are informed of the confidential nature of
such information.
10.1.6 Customer shall be responsible for any breach of the provisions of this section by it or any of their Representatives, and
shall take all reasonable, necessary and appropriate steps to safeguard the Confidential Information from disclosure to
anyone other than as permitted hereby. Without limiting the foregoing, Customer shall not, without the express prior
written authorization of Hydrogenics: (i) disclose or allow disclosure of any Confidential Information to any persons
except as expressly contemplated herein; or (ii) make or allow to be made any copies of or otherwise reproduce the
Confidential Information, or any part thereof, except solely as required for the purposes of complying with its obligations
under this Contract.
Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) at the time of dis closure is in the
public domain; (ii) after disclosure becomes a part of the public domain to the extent that such becoming known or available was not as a
result of a breach by Customer of its obligations hereunder; (iii) Customer can prove was independently developed by Customer or known
by Customer on a non-confidential basis prior to its disclosure to Customer by Hydrogenics; (iv) is hereafter lawfully disclosed to Customer
by a third party which, to the best of Customer‟s knowledge, has a legal right to disclose the same or is otherwise not prohi bited from
transmitting such information by a contractual, legal or fiduciary obligation; or (v) is required to be disclosed by Customer in accordance with
applicable law, upon prior notification to Hydrogenics.
10.2 Proprietary Rights. Customer acknowledges and agrees that all Confidential Information of Hydrogenics is the sole and exclusive
property of Hydrogenics and/or its licensors and that Hydrogenics owns all right, title and interest in and to such Confident ial Information,
and any portion thereof, regardless of whether any of the Confidential Information came into being before or after the entering into of this
Contract.
10.3 Return of Confidential Information. At any time, upon the request of Hydrogenics, Customer shall, within five (5) days of such
request (i) return all the Confidential Information (other than information about Products purchased and fully paid for by Customer which
Customer requires in order to use such Products in accordance with the terms hereof) provided by Hydrogenics without retainin g copies
thereof; or (ii) at the direction of Hydrogenics, arrange for the destruction of the Confidential Information and ensure that a ll media through
which Confidential Information has been stored shall be destroyed or erased. Customer shall then confirm to Hydrog enics that all
Confidential Information has been so returned, destroyed or erased. Customer further agrees that the return and/or destructio n of such
Confidential Information shall not relieve Customer from any of its confidentiality obligations hereunder.
10.4 Breach. Customer agrees and acknowledges that monetary damages alone would not be a sufficient remedy for unauthorized
disclosure of the Confidential Information and that Hydrogenics would be irreparably harmed if any of the provisions of this Article 10 were
not performed strictly in accordance with their respective terms. Accordingly, Hydrogenics shall be entitled to specific per formance and
injunctive or other equitable relief as a remedy for any such breach or violation by Customer or its Representat ives, which relief shall be in
addition to all of the remedies available at law or in equity.
10.5 Notice of Breach. Customer shall promptly notify Hydrogenics if Customer becomes aware of any breach or violation of the
foregoing confidentiality provisions and shall provide Hydrogenics with all reasonable assistance in connection with any action or proceeding
against a third party which Hydrogenics may institute in connection therewith.
11. Intellectual Property
11.1 Customer acknowledges and agrees that Hydrogenics shall remain the sole and exclusive owner of all intellectual property
incorporated in the Products sold and Services provided to Customer hereunder, including but not limited to all software, pat ents, trade
marks, rights in designs, trade, business or domain names, copyright, topography rights (whether registered or not) and any applications to
register or rights to apply for registration of any of the foregoing, rights in inventions, know-how, trade secrets and other Confidential
Information, rights in databases, design principles, specifications, algorithms, source codes, documentation, operating principles,
methodologies and all other intellectual property rights of a similar or corresponding character which may now or in the futu re exist in any
part of the world, and all upgrades, changes, modifications or alternations thereto, whether developed in consultation with Hydrogenics or by
Hydrogenics alone (the “Intellectual Property”).
11.2 Upon payment for Products and/or Services, Hydrogenics will grant a royalty-free, non-exclusive and, subject to the rest of this
paragraph, non-assignable license to Customer to use the Intellectual Property as necessary for the use and operation of the Product(s)
and/or enjoyment of the Services, within the specified operating parameters. Any software supplied with the Product(s) is licensed only for
use with the Product(s) in connection with which it is supplied, in its supplied form. To the extent that Customer has the r ight to re-sell or
otherwise dispose of any of the Products as set out in section 6.3 hereof, such right shall only permit Customer to sub-license the
Intellectual Property to the purchaser of such Products in accordance with the terms of the license granted to Customer hereu nder.
Customer may make, and shall be solely responsible for making, one (1) back-up copy of any software supplied by Hydrogenics with the
Product(s), including any data used or generated in connection with such software. In addition, unless otherwise specified on the Quotation
or the Purchase Order, any corrections, updates or other modifications in connection with such software made available by Hydrogenics to
Customer shall be chargeable to Customer at Hydrogenics' then current fees and prices for such services.
11.3 Customer agrees that it will not disassemble, analyse or reverse-engineer any Products (including software) supplied to it by
Hydrogenics.
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 20 of 22
November 4, 2008
12. Warranties by Customer
12.1 Customer hereby represents and warrants to Hydrogenics as follows:
12.1.1 it has the full right, power, legal capacity and authority to perform its obligations under the Contract;
12.1.2 the entering into of this Contract will not conflict with, or result in, a breach of the terms, conditions or provisions of, or
constitute a default under, any agreement to which it is bound;
12.1.3 it is a corporation, duly organized and in good standing under the laws of the jurisdiction of its incorporation and will
maintain such status; and
12.1.4 the person(s) signing this Contract on its behalf has been duly authorized by all necessary corporate action, and this
Contract has been duly and validly executed and constitutes its legal, valid and binding obligation enforceable against it
in accordance with its terms.
13. Warranties by Hydrogenics
13.1 Hydrogenics‟ obligation under this warranty is limited to repairing or replacing, at Hydrogenics‟ discretion, any Product which
Hydrogenics, upon examination, determines to be defective during the applicable warranty period, or subject to the agreement of the
parties, to reduce the purchase price of any such Product by the amount agreed. Hydrogenics obligations set out in this section are
Customer‟s sole and exclusive remedy for breach of warranty and fulfillment of such obligations shall discharge Hydrogenics a nd relieve it of
any other obligation to pay compensation or damages for breach of such warranty. No additional warranty period or obligation shall apply to
replacement parts supplied by Hydrogenics.
13.2 This warranty will only apply to defects due to defective material and/or poor workmanship. This warranty will not apply to defects
that may arise from:
13.2.1 normal wear and tear;
13.2.2 improper operation or handling, negligence, improper use, and improper maintenance; and
13.2.3 any unauthorized modification of the Product(s) or any part thereof.
13.3 Subject to the qualifications set out herein, Hydrogenics warrants that:
13.3.1 all Services will be performed in a workmanlike manner; and
13.3.2 for electrolyser products and any other products part of our OnSite Generation family of products supplied
hereunder will be free from material defects in material and workmanship for a period of twelve (12) months from
the date of shipment of the applicable Product or a period not exceeding eighteen (18) months for any product or
equipment manufactured by Hydrogenics from the date of the bill of lading issued in respect of such Products.
13.3.3 Any fuel cell and other products part of our Power Generation family of products supplied hereunder will be free
from material defects in material and workmanship for a period which is the lesser of six (6) months from date of
shipment of such Product to Customer or five hundred (500) hours of operation of such Product.
13.4 The warranty shall not apply to consumable items forming part of the Products including filters, seals, gaskets and batteries
supplied by Hydrogenics. Hydrogenics obligation in connection with such equipment and other products or components, supplied by third
parties, shall be limited to assisting Customer in obtaining warranty service from the manufacturer of such equipment and oth er products.
13.5 Title to any defective Product that is replaced by Hydrogenics shall pass to Hydrogenics upon installation of the replacement
Product. All Products shall remain fully at the risk of Customer, notwithstanding any repairs made to them by Hydrogenics.
This warranty covers costs of materials and telephone and online support (if available) only. All other costs shall not be borne by
Hydrogenics and shall be charged to Customer.
13.6 No order may be cancelled and no Products may be returned for credit, repair or replacement without the prior written consent of
Hydrogenics. In the event that any unauthorized return shipment is made to Hydrogenics, Hydrogenics reserves the right to re fuse such
shipment. If Hydrogenics chooses in its sole discretion to accept a returned product it may charge Customer a restocking fee of 30% of the
purchase price. All shipment costs incurred in connection with the delivery of a Product to Hydrogenics pursuant to this war ranty will be for
the account of Customer. All shipment costs incurred in connection with the delivery of a returned Product or a replacement thereof to
Customer pursuant to this warranty will be for the account of Hydrogenics.
13.7 Customer shall give Hydrogenics all such assistance as Hydrogenics may require for the purpose of examining defects repo rted
pursuant to Article 9 and warranty claims made pursuant to this Article 13, including giving Hydrogenics the opportunity to m ake an on-site
investigation. Complaints will only be considered provided Hydrogenics is given the opportunity to verify that the complaint is valid and
genuine.
13.8 Except as expressly set out herein, all Products are provided on an “as -is” basis, and Hydrogenics expressly disclaims all other
warranties, express or implied by law, custom or trade, including implied warranties of condition, merchantability or fitness for purpose.
Without limiting to generality of the foregoing, all figures, measurements, names, weights and/or other descriptions of the P roducts as
included in the Specifications have been carefully prepared but Hydrogenics cannot guarantee that no variations will occur. Models or
drawings shown or supplied shall merely be indications of the Products concerned.
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 21 of 22
November 4, 2008
13.9 The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980) shall not be applicable to
this Contract.
13.10 During the applicable warranty period, Hydrogenics will provide warranty services and technical assistance in connection with its
Product(s) and the operation thereof during regular business hours on weekdays, excluding holidays. Such Services and assistance may
be provided, at Hydrogenics discretion, remotely via telephone, email or via the Internet, and in such case Hydrogenics shall provide the
technical resources required to diagnose and resolve issues remotely, at no additional charge to Customer. If Customer so requests or if
Hydrogenics determines that an issue cannot be resolved remotely, then Hydrogenics shall travel to Customer‟s site to resolve problems,
and Customer shall pay Hydrogenics‟ then current fees f or such on-site Services plus reasonable costs and expenses, as further specified
in Article 5 above. Under no circumstances will Hydrogenics be liable for any damages or losses arising out of the supply of such Services
or assistance, nor will it be liable with regard to any omission in relation thereto.
14. Limitation of Liability
14.1 Except in the event of gross negligence or wilful misconduct of Hydrogenics, Customer shall indemnify Hydrogenics against any
losses, damages, costs, interest or claims of third parties, irrespective of the reason for which such claims are filed, arising from or relating
to the use of the Products or Services.
15. Insurance
15.1 Where reasonably required by Hydrogenics, Customer shall provide proof to Hydrogenics that it has in place
commercial/comprehensive general liability insurance in a minimum amount reasonably determined by Hydrogenics, on property damage,
bodily injury and personal injury.
16. Termination
16.1 If Customer fails to fulfill any of its obligations under this Contract, such failure shall constitute a breach of this Contract by
Customer, and Hydrogenics shall be entitled, without any prior notice or judicial intervention, to (i) suspend further performance of the
Contract and any other directly related contracts; and/or (ii) to terminate the Contract and any other directly related contracts in whole or in
part; all without prejudice to any of Hydrogenics‟ other rights under the Contract or under any other contract with Customer and without
Hydrogenics being bound to pay any compensation whatsoever.
16.2 If Customer (i) shall admit in writing its inability to pay its debts generally as they come due, (ii) shall commit an act of bankruptcy or
insolvency, go into compulsory liquidation or file or have filed against it any petition or action for relief under any bankruptcy, reorganization,
insolvency or moratorium law, or any other law or laws for the relief of, or relating to, debtors or take or have taken again st it any action in
furtherance of any of the foregoing; (iii) shall have a receiver or trustee appointed to take possession of its properties or have granted
(provisional) suspension of payments or (iv) shall cease or threaten to cease carrying on business in its normal course or di scontinue or
wind up its business or dispose of all or a significant part of its business or assets or an encumbrancer, lien holder or a person acting on its
behalf takes possession of all or a substantial part of its assets, then this Contract and all other contracts with Customer shall be
automatically terminated, unless Hydrogenics informs Customer upon reasonable notice that Hydrogenics demands performance of (a part
of) the Contract (and any other contracts), in which case Hydrogenics shall be entitled, without further notice of default re quired for that
purpose (i) to suspend further performance of the Contract (and any other contracts) concerned until payment has been sufficien tly secured;
and/or (ii) to suspend all payment obligations to the Customer (if any); entirely without prejudice to any of Hydrogen ics‟ other rights under
this Contract or any other contract with Customer and without Hydrogenics being bound to pay any compensation whatsoever.
16.3 If an event as referred to in section 16.1 or 16.2 occurs and any amounts remain owing to Hydrogenics hereunder, all amounts
owing by Customer to Hydrogenics under this Contract and any other contracts between Customer and Hydrogenics shall be immedi ately
payable in full and Hydrogenics shall be entitled to recover any Products delivered to Customer hereunder, whether fully paid for or not, and
to exercise all rights of a secured party in order to enforce its right to payment and its security interest as set out in se ction 6.2 above. In
such event, Hydrogenics and its agent(s) shall be entitled to enter upon the p remises of Customer to recover the Products. Customer shall
be required to take the necessary measures so as to enable Hydrogenics to enforce its rights. Customer shall be liable to co mpensate
Hydrogenics for any and all costs incurred by Hydrogenics, in order to enforce its rights hereunder.
17. Force Majeure
17.1 If as a consequence of Force Majeure (defined below) Hydrogenics is prevented from fulfilling its obligations to Customer, su ch
obligations shall be suspended for the duration of the event of Force Majeure.
17.2 If the event of Force Majeure has continued for twelve months, each party shall be entitled to cancel the Contract in whole o r in
party by written notification.
17.3 “Force Majeure” on the part of Hydrogenics shall mean any event beyond the control of Hydrogenics which prevents Hydrogenics
from fulfilling all or any of its obligations to Customer under this Contract or by reason of which Hydrogenics cannot reason ably be required
to fulfill such obligations, regardless whether such event was foreseeable at the time of the conclusion of the Contract. Force Majeure event
shall include but not be limited to: war (whether declared or not), riot, terrorism, fire, flood or other acts of God, strik es and lock-outs,
stagnation or other problems occurring during production at the works of Hydrogenics or the works of Hydrogenics‟ suppliers and/or during
transport, whether performed by Hydrogenics or by third parties, and/or measures imposed by any gove rnment authority, as well as the
failure to obtain any licences from the authorities.
17.4 Hydrogenics shall notify Customer of any (foreseeable) event of Force Majeure as soon as possible.
18. Miscellaneous
18.1 This Contract and all rights under it may not be assigned or transferred by Customer directly or indirectly, by operation of law or
otherwise, without the prior written consent of Hydrogenics. Hydrogenics may assign its rights and obligations hereunder to any party upon
Proposal No. 08233(rev.0) COMMERCIALLY CONFIDENTIAL Page 22 of 22
November 4, 2008
reasonable written notice to Customer. Upon such assignment, Hydrogenics shall be relieved of its obligations hereunder, provided that the
assignee expressly assumes such obligations, and confirms that it is bound by and will perform all such obligations as if it was an original
signatory.
18.2 This Contract constitutes the entire agreement between Customer and Hydrogenics with regard to the Products and Services to be
supplied hereunder and, except as specifically incorporated by reference herein, supersedes all prior agreements, understandi ngs,
negotiations and discussions, whether oral or written, of Customer and Hydrogenics. There are no warranties, representations or other
agreements between Customer and Hydrogenics in connection with the Products or Services to be supplied hereunder except as
specifically set forth in this Contract. No supplement, modification or amendment of the Contract will be binding unless exec uted in writing
by Customer and Hydrogenics, and a facsimile signature or electronic confirmation will be sufficient to confirm suc h modification or
amendment.
18.3 The construction, validity and performance of the Contract will be governed by laws of Ontario and the laws of Canada applica ble
therein. All disputes arising in connection with the Contract will be finally settled under the Rules of Conciliation and Arbitration of the
International Chamber of Commerce by a single arbitrator appointed in accordance with such rules, and the place of arbitration will be (i) for
all Contracts other than those with Hydrogenics Europe, Toronto, Canada, and (ii) for all Contracts with Hydrogenics Europe or Hydrogenics
GmbH, either Toronto, Canada or Paris, France, as selected by Hydrogenics Europe or Hydrogenics GmbH in its sole discretion.
Notwithstanding any other provision hereof, if a dispute arising hereunder relates to the non-payment or alleged non-payment of any
amounts by Customer to Hydrogenics, then Hydrogenics may take any action, including commencing any action in court, in any fo rum or
jurisdiction it considers appropriate or convenient to enforce its right to payment hereunder.
18.4 No failure or delay by either party in exercising any right, power or privilege under the Contract shall operate as a waiver thereof,
nor will any single or partial exercise preclude any other or further exercise of any right, power or privilege under the Contract. No waiver
shall be binding on either party unless provided in writing and signed by such party.
18.5 If any term or other provision of the Contract is invalid, illegal or incapable of being enforced by any l aw or public policy, all other
terms and provisions of the Contract shall nevertheless remain in full force and effect.
18.6 Hydrogenics reserves the right to publish the fact that it has contracted to supply Customer with the Products or Services or dered
hereunder.
18.7 The provisions of Articles 6, 10, 11, 12, 14, Section 16.3 and this Section 18.7 shall survive the termination of this Contract.
18.8 All notices provided for in this Contract will be written and directed to the party to whom delivered or given and will b e delivered or
given at the address set out above for Hydrogenics and at the address set out on the front page of this Contract for Customer . All notices
will be: (i) personally delivered; (ii) sent by fax (iii) sent by registered mail; or (iv) sent by overnight courier. Each party may change its
details for notices from time to time by giving written notice of such change to the other party in accordance with this sect ion. All notices of
termination and breaches shall be given by overnight courier.
Renewable Energy Fund
Application Cost Worksheet
Please note that some fields might not be applicable for all technologies or all project
phases. Level of information detail varies according to phase requirements.
1. Renewable Energy Source
The Applicant should demonstrate that the renewable energy resource is available on a
sustainable basis.
Annual average resource availability. 400kW geothermal
Unit depends on project type (e.g. windspeed, hydropower output, biomasss fuel)
2. Existing Energy Generation
a) Basic configuration (if system is part of the Railbelt 1 grid, leave this section blank)
i. Number of generators/boilers/other 2
ii. Rated capacity of generators/boilers/other 400kW
iii. Generator/boilers/other type Geothermal generators
iv. Age of generators/boilers/other 2 years
v. Efficiency of generators/boilers/other $.06/kWhr
b) Annual O&M cost (if system is part of the Railbelt grid, leave this section blank)
i. Annual O&M cost for labor
ii. Annual O&M cost for non-labor
c) Annual electricity production and fuel usage (fill in as applicable) (if system is part of the
Railbelt grid, leave this section blank)
i. Electricity [kWh] 400 kW
ii. Fuel usage
Diesel [gal] 22,000 gal
Other
iii. Peak Load
iv. Average Load
v. Minimum Load
vi. Efficiency
vii. Future trends
d) Annual heating fuel usage (fill in as applicable)
i. Diesel [gal or MMBtu]
ii. Electricity [kWh]
1 The Railbelt grid connects all customers of Chugach Electric Association, Homer Electric Association, Golden
Valley Electric Association, the City of Seward Electric Department, Matanuska Electric Association and Anchorage
Municipal Light and Power.
RFA AEA 09-004 Application Cost Worksheet revised 9/26/08 Page 1
Renewable Energy Fund
iii. Propane [gal or MMBtu] 10,000 gal (cooking, appliances, etc.)
iv. Coal [tons or MMBtu]
v. Wood [cords, green tons, dry tons]
vi. Other
3. Proposed System Design
a) Installed capacity 60 kg/day hydrogen gas= 21,900 kg/year hydrogen gas
b) Annual renewable electricity generation
i. Diesel [gal or MMBtu]
ii. Electricity [kWh]
iii. Propane [gal or MMBtu]
iv. Coal [tons or MMBtu]
v. Wood [cords, green tons, dry tons]
vi. Other
4. Project Cost
a) Total capital cost of new system $1,839,450
b) Development cost
c) Annual O&M cost of new system $214,451
d) Annual fuel cost
5. Project Benefits
a) Amount of fuel displaced for
i. Electricity
ii. Heat 500 gal propane (appliances)
iii. Transportation 22,000 gal diesel
b) Price of displaced fuel Diesel $52,000 ($4/gal) Propane $35,000 ($3.5/gal)
c) Other economic benefits Zero emmisions
d) Amount of Alaska public benefits
6. Power Purchase/Sales Price
a) Price for power purchase/sale NA
RFA AEA 09-004 Application Cost Worksheet revised 9/26/08 Page 2
Renewable Energy Fund
RFA AEA 09-004 Application Cost Worksheet revised 9/26/08 Page 3
7. Project Analysis
a) Basic Economic Analysis
Project benefit/cost ratio $89,750 / $2,482,803
Payback Approx 20years assuming continual rise in fuel price.
Alaska Energy Authority - Renewable Energy FundBUDGET INFORMATIONBUDGET SUMMARY:Milestone or Task Federal Funds State FundsLocal Match Funds (Cash)Local Match Funds (In-Kind)Other FundsTOTALS1 Purchase H2 Generator $819,725.00 $819,725.00 $1,639,450.002 Convert 4 vehicles to H2 $50,000.00 $50,000.00 $100,000.003 Manage and opperate$0.004$0.005$0.006$0.00Milestone # or Task #BUDGET CATAGORIES:123456TOTALSDirect Labor and Benefits $246,000.00 $246,000.00Travel, Meals, or Per Diem$0.00Equipment $1,639,450.00 $100,000.00$1,739,450.00Supplies$0.00Contractual Services$0.00Construction Services$0.00Other Direct Costs $397,353.00$397,353.00TOTAL DIRECT CHARGES $1,639,450.00 $100,000.00 $643,353.00 $0.00 $0.00 $0.00RFA AEA09-004 Budget Form