section 4.0 addendums - Southern California Edison
Southern California Edison
REQUEST FOR INFORMATION
233-21314
FOR
Electric Program Investment Charge (EPIC) Addendums
DATED: FEBRUARY 2-13-14
© Southern California Edison 2013 Advanced Technology 14799 Chestnut Street, Westminster, California 92683
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RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314
TABLE OF CONTENTS
© Southern California Edison 2013 Advanced Technology 14799 Chestnut Street, Westminster, California 92683
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RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314
SECTION 1.0: INTRODUCTION
1.1 About this Document
Throughout this document, the terms “SCE” and “Edison” shall be interpreted to mean Southern
California Edison Company.
This RFI seeks comments from suppliers interested in working on demonstration projects that SCE will be paying for with funds provided under CPUC Decision 13-11-025 (herein, the EPIC Decision). See http://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M081/K773/81773445.PDF
. More information is available regarding the EPIC Decision and SCE’s EPIC program (including a list of SCE’s EPIC-Funded
Projects) is available at http://www.sce.com ( search “EPIC”).
1.2 Southern California Edison
SCE has been awarded $12.33 million per year in EPIC funds; SCE expects to expend these funds on technology demonstration and deployment projects that will improve the safety, reliability and affordability of its grid. SCE plans to use these EPIC funds to investigate and demonstrate the integration of advanced technologies into SCE’s existing electricity infrastructure and how to balance the need to meet rapidly-changing and diverse environmental and energy policy objectives while satisfying its customers’ energy needs and expectations. SCE intends to plan and execute EPIC projects that will fully utilize the $12.33M/year funding allocation for 2014 by the end of 2014.
Edison International, through its subsidiaries, is a generator and distributor of electric power and an investor in infrastructure and energy assets, including renewable energy. Headquartered in Rosemead,
California, Edison International is the parent company of Southern California Edison—a regulated electric utility—and Edison Mission Group, a competitive power generation business.
Collectively, Edison International is recognized as a premier international electric power generator, distributor and structured finance provider.
Power generation portfolio of about 14,000 megawatts
Combined assets total about $32.5 billion as of December 2009
Edison is one of the largest investor-owned electric utilities in California, serving a population of 14 million, via 4.7 million business and residential accounts in a 50,000-square-mile service area within
Central, Coastal and Southern California. Edison includes a generation business unit that operates the San
Onofre Nuclear Generating Station (SONGS) and a subsidiary, Edison Material Supply (EMS) LLC, which is responsible for procurement of materials. Supply Management is a business unit of EMS.
Please visit our web site at http://www.edison.com/ourcompany for more detailed information about
Edison International’s group of companies.
© Southern California Edison 2013 Advanced Technology
14799 Chestnut Street, Westminster, California
92683
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RFI - Electric Program Investment Charge (EPIC)
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RFI # 233-21314
SECTION 2.0: INSTRUCTIONS TO RESPONDENTS.
All correspondence associated to this RFI must be addressed to the following Edison Material Supply
Procurement Agent:
John Consedine
John.Consedine@sce.com
626-940-9683 (cell)
2.1 Timeline
The following dates have been established as milestones for this RFI. Edison reserves the right to modify or change this timeline at its absolute discretion. Respondents to this RFI should time their correspondence with Edison in accordance with these milestone dates.
Date
February 13, 2014
February 14, 2014
February 19 2014
February 21, 2014 @ 3:00 pm
February 26, 2014
March 5rd, 2014
Week of March 3rd, 2014
March 21, 2014
Activity
RFI issued to Participants
Acknowledgement Form returned no later than 5:00
PM, Pacific Daylight Time (PDT)
Pre-conference questions from Participants submitted no later than 12:00 Noon (PDT)
Participant Conference Call Main# 877.972.6054,
Participant number 1858841
SCE will provide answers to all submitted questions and distribute the Questions document to Participants no later than 12:00 Noon (PDT)
RFI responses due no later than 5:00 PM (PDT)
Analysis of submissions - recommendations
EPIC Workshop
© Southern California Edison 2013 Advanced Technology
14799 Chestnut Street, Westminster, California
92683
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RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314
2.2 Submission of Response
One (1) electronic version of your companies response submitted via email, titled in the
Subject field: Electric Program Investment Charge (EPIC) Addendums Request for Information. (RFI#233-121314) by March 5, 2014 no later than 5:00 pm to John
Consedine.
John.Consedine@sce.com
All email correspondence between participant and Procurement Agent must be titled in the Subject field: Electric Program Investment Charge (EPIC)
Addendums. (RFI #233-21314) and indicate a subject (i.e., Proposal, Questions, etc.).
2.3 Participant Response to Information Request
Whenever possible, please submit a detailed response to each question. There is a link to the EPIC Decision as well as an Attachment with this RFI should you want to learn more about the ruling in preparing your responses. Emphasis should be placed on clarity in answering the questions.
2.4 Termination of RFI Process
SCE reserves the right to discontinue this RFI process at any time and for any reason, and makes no commitments, implied or otherwise.
2.5 Publicity
No Respondent is permitted to announce or release any information regarding the SCE project without SCE’s prior written approval. By participating in this RFI process, each
Respondent acknowledges that it understands and agrees that SCE does not participate in, nor shall it allow any Respondent to utilize, media releases of any kind to publicize a
Respondent’s business relationship with SCE or any SCE affiliate. No Respondent is permitted to announce its involvement in or release any information to third parties regarding this process. If a Respondent is selected as a Supplier, news releases must be approved in writing by SCE prior to any contact with the media. No Respondent shall use any trade name, trademark, service mark, logos or any other information, design or device that identifies SCE in the Respondent’s sales, marketing and publicity activities, including interviews with representatives of any written publication, television station or network, or radio station or network, and references in sales materials, without SCE’s express prior written consent, which may be withheld in SCE’s sole discretion.
RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314
2.6 Disclaimer
This Information Request shall not be construed in any manner to create an obligation on the part of SCE to enter into any contract, or serve as a basis for any claim whatsoever for reimbursement of costs for efforts expended. Furthermore, the scope of this Information
Request may be revised at the option of SCE at any time, or this Information Request may be withdrawn or canceled by SCE at any time. SCE reserves the right to waive formalities and to add, modify, or delete SCE, requirements, terms or conditions prior to making the award whenever it is deemed to be in SCE’S best interest. Notwithstanding any other provision of this Information Request, Participant is hereby specifically advised that this Information Request is an informal solicitation of information only, and is not intended to be (nor is it to be construed as) engaging in formal competitive bidding pursuant to any statute, code, ordinance, rule, or regulation. Therefore, SCE shall not be obligated by any responses received by SCE or by any statements or representations, whether oral or written, that may be made by SCE, and SCE reserves the unqualified right to reject any or all information submitted hereunder for any reason whatsoever.
SCE shall be held free from any liability resulting from the use or implied use of the information submitted in any response to this Information Request. Submission of a response shall constitute the Participant's acknowledgment of this notice and the
Participant's acceptance of this disclaimer. SCE reserves the right to engage in parallel negotiations with the Participants that respond to this Information Request..
2.7 Not an Offer to Contract
This RFI is separate from the formal RFI/RFP process initiated by SCE on August, 21,
2013 for Specialty Engineering and Technical Services (SETS) (referred to herein as the
SETS RFP Process). Responses to this RFI will not be considered in the SETS RFP
Process. However, suppliers will be separately required as a part of the SETS RFP
Process to accept contract language that implements the EPIC Decision.
SECTION 3.0: PURPOSE & OVERVIEW
3.1 Purpose of RFI
This RFI seeks comments on contract language that SCE has drafted to implement the
EPIC Decision. We expect that this contract language will apply to work awarded under the SETS RFP Process or under our existing procurement process for EPIC projects.
RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314
3.2 Overview
This contract language is contained in two addendums, set out below. The Ownership
Addendum grants SCE ownership of the intellectual property created with the EPIC funds and is the preferred language. The License Addendum may be used in some cases and contains the minimum licenses required under the EPIC Decision.
We have begun to use these Addendums in our contracts for EPIC funded work. SCE wants your comments on this language, so we can determine if the language should be revised.
SECTION 4.0 ADDENDUMS
4.1 Ownership Addendum- Listed below and included as Attachment #1
The Ownership Addendum grants SCE ownership of the intellectual property created with the EPIC funds and is the preferred language.
Ownership Addendum
This addendum contains requirements that must be met for EPIC-Funded Projects, as further described herein.
FAILURE TO COMPLY WITH THESE EPIC REQUIREMENTS MAY BE
TREATED BY SCE AS A CONTRACTUAL BREACH AND MAY DISQUALIFY
YOU FROM PERFORMING WORK ON EPIC-FUNDED PROJECTS IN THE
FUTURE.
BACKGROUND INFORMATION
A.
The California Public Utilities Commission on November 14, 2013 issued
Decision 13-11-025 (herein referred to as the “EPIC Decision”) which approves SCE’s use of an Electric Program Investment Charge (“EPIC”) for funding research projects that meet EPIC Decision requirements (“EPIC
Funded Projects”).
B.
This addendum describes EPIC Decision requirements that apply when you are performing work covered by the EPIC Decision.
TERMS
1. When any intellectual property is created or developed as part of an EPIC Funded
Project, SCE owns the intellectual property (referred to herein as “EPIC Funded
Intellectual Property”). The term “EPIC Funded Intellectual Property” includes inventions, discoveries, software, programs, development tools, methodologies, specifications, processes, know-how, blueprints, drawings, designs, patterns, copyrights, copyrightable subject matter, formulae, data, databases, findings, results, computer
RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314 models, products, technology, trade secrets, proprietary information, and confidential information, or any other similar rights, whether or not patentable.
2. Contractor shall within 30 days of conception notify SCE of any EPIC-Funded
Intellectual Property that may be patentable. When requested by SCE, Contractor shall file a timely patent application to protect EPIC Funded Intellectual Property with patentable subject matter. When new EPIC Funded Intellectual Property is not patentable, then Contractor shall take reasonable steps to preserve the value of the EPIC
Funded Intellectual Property for the benefit of SCE and SCE’s ratepayers. With copyrighted materials, this includes identifying the materials as copyrighted and, with trade secrets, this includes restricting disclosure under an appropriate nondisclosure agreement. SCE’s ownership rights include a right to patent the EPIC Funded
Intellectual Property (or to allow the State of California to do so) if the Contractor (if) does not patent the EPIC Funded Intellectual Property or (ii) does not patent the EPIC
Funded Intellectual Property in a manner that benefits ratepayers funding the EPIC
Funded Project. When asked, Contractor shall assist SCE or the State of California in obtaining a patent for EPIC funded Intellectual Property or in licensing the EPIC Funded
Intellectual Property, which may occur through a third party that is authorized to grant licenses for SCE.
Ownership Addendum
3. Contractor grants the State of California a perpetual, royalty free, non-exclusive license in the EPIC Funded Intellectual Property for government purposes, including reporting the results of EPIC Funded Projects to the California Energy Commission,
California Governor’s office, and the Legislature. When requested by SCE, this license to the State of California shall be sub-licensable by the State of California.
4. Contractor will indemnify and hold harmless the California Public Utilities
Commission, the California Energy Commission (“CEC”), and their employees free from any liability for use of EPIC Funded Intellectual Property. This indemnification obligation is in addition to any other indemnification provisions agreed to by Contractor and applies to all forms of liability including liability due to actual or alleged infringement, property damage or personal injury. The CPUC and CEC may enforce this provision directly against you as a third party beneficiary of this indemnification provision, without such enforcement being limited by any other contracts or contract language.
5. Data, findings, results, computer products and other products developed through
EPIC Funded Products will not be maintained confidential unless SCE agrees to do so in an attachment to this Addendum. When SCE agrees as part of an Addendum that certain
Contractor information will be maintained as confidential information, then Contractor may be required to prepare a second version of its documents and deliverables, excluding
(or masking) information that SCE identifies as “confidential information.”
6. Contractor shall not disclose any SCE confidential information, (including, without limitation, all EPIC Funded Intellectual Property and Confidential Information of
SCE defined as such in a Purchase Order), to a third party without the prior written permission of SCE. Any restrictions on SCE’s ability to disclose Contractor confidential
RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314 information (including, without limitation, any Confidential Information of Contractor as defined in a Purchase Order) , where such restrictions are contrary to public disclosure requirements in the EPIC Decision, shall not apply unless SCE agrees these restrictions are consistent with the EPIC Decision.
7. This Addendum is based on an attached description of the work to be performed
(which is incorporated by reference herein) and a sole source determination by SCE that was based on this work scope. Except when such a determination is made, work related to this EPIC Project is subject to SCE’s competitive solicitation processes.
8. Contractor shall comply with all applicable requirements issued by the CPUC or
CEC for work on an EPIC Funded Project.
9. For EPIC funded work, this Addendum adds language and overrides inconsistent or contrary language in existing Purchase Orders and any related contract documents
(except for subsequent Change Orders issued that modify or amend this Addendum).
This Addendum has no effect on work for projects that are not EPIC Funded Projects.
RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314
4.2 License Addendum - Listed below and included as Attachment #2
The License Addendum may be used in some cases and contains the minimum licenses required under the EPIC Decision.
License Addendum
This addendum contains requirements that must be met for EPIC-Funded Projects.
FAILURE TO COMPLY WITH THESE EPIC REQUIREMENTS WILL BE A BREACH OF
THIS AGREEMENT AND MAY DISQUALIFY YOU FROM PERFORMING WORK ON
EPIC-FUNDED PROJECTS IN THE FUTURE.
BACKGROUND INFORMATION
A.
The California Public Utilities Commission on November 14, 2013 issued Decision 13-11-
025 (herein referred to as the “EPIC Decision”) which approves Edison’s use of an Electric
Program Investment Charge (“EPIC”) for funding research projects that meet EPIC
Decision requirements (“EPIC Funded Projects”).
B.
This Change Order adds the EPIC Decision requirements into your Purchase Orders with
SCE that are identified above; these new requirements apply when you are performing work covered by the EPIC Decision.
TERMS
1. When any intellectual property is created or developed as part of an EPIC Funded
Project, then Contractor shall be deemed hereunder to have granted SCE a license in this intellectual property (referred to herein as “EPIC Funded Intellectual Property”). This license shall be royalty free, cost-free, perpetual, non-exclusive, irrevocable, transferable, and sublicensable. SCE also may license or transfer the EPIC Funded Intellectual Property to a third party, including the State of California, to license to third parties on SCE’s behalf. The term
“EPIC Funded Intellectual Property” includes inventions, discoveries, software, programs, development tools, methodologies, specifications, processes, know-how, blueprints, drawings, designs, patterns, copyrights, copyrightable subject matter, formulae, data, databases, findings, results, computer models, products, technology, trade secrets, proprietary information, and confidential information, or any other similar rights, whether or not patentable.
2. Contractor grants the State of California a perpetual, royalty free, non-exclusive license in the EPIC Funded Intellectual Property for government purposes, including reporting the results of EPIC Funded Projects to the California Energy Commission, California Governor’s office, and the Legislature. When requested by SCE, this license to the State of California shall be sub-licensable by the State of California.
3. Contractor shall within 30 days of conception notify SCE of any EPIC-Funded
Intellectual Property that may be patentable. When requested by SCE, Contractor shall file a timely patent application to protect EPIC Funded Intellectual Property with patentable subject matter. When new EPIC Funded Intellectual Property is not patentable, then Contractor shall
RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314 take reasonable steps to preserve the value of the EPIC Funded Intellectual Property for the benefit of SCE’s ratepayers. With copyrighted materials, this includes identifying the materials as copyrighted and, with trade secrets, this includes restricting disclosure under an appropriate nondisclosure agreement. SCE and the State of California have the right to patent the EPIC
Funded Intellectual Property if the Contractor (i) within a reasonable time period, fails to apply to patent the EPIC Funded Intellectual Property or (ii) does not patent the EPIC Funded
Intellectual Property in a manner that benefits the ratepayers funding the EPIC Funded project.
When asked, Contractor shall assist SCE or the State of California in exercising these rights.
4. Contractor will indemnify and hold harmless the California Public Utilities
Commission, the California Energy Commission (“CEC”), and their employees, who shall be intended third party beneficiaries hereof, free from any liability for use of EPIC Funded
Intellectual Property. This indemnification obligation is in addition to any other indemnification provisions agreed to by Contractor and applies to all forms of liability including liability due to actual or alleged infringement, property damage or personal injury.
The CPUC and CEC may enforce this provision directly against you as a third party beneficiary of this indemnification provision, without such enforcement being limited by any other contracts or contract language.
5. Data, findings, results, computer products and other products developed through EPIC
Funded Products will not be maintained confidential unless SCE agrees to do so in an attachment to this Addendum. When SCE agrees as part of an Addendum that certain
Contractor information will be maintained as confidential information, then Contractor may be required to prepare a second version of its documents and deliverables, excluding (or masking) information that SCE identifies as “confidential information.”
6. Contractor shall not disclose any SCE confidential information, (including, without limitation, all EPIC Funded Intellectual Property and Confidential Information of SCE defined as such in a Purchase Order), to a third party without the prior written permission of SCE.
Any restrictions on SCE’s ability to disclose Contractor confidential information (including, without limitation, any Confidential Information of Contractor as defined in a Purchase Order), where such restrictions are contrary to public disclosure requirements in the EPIC Decision, shall not apply unless SCE agrees these restrictions are consistent with the EPIC Decision.
7. This Change Order is based on a sole source determination by SCE. Except when such a determination is made, work related to this EPIC Project is subject to SCE’s competitive solicitation processes.
8. Contractor shall comply with all applicable requirements issued by the CPUC or CEC for work on an EPIC Funded Project.
9. For EPIC funded work, this Addendum adds language and overrides inconsistent or contrary language in the above referenced Purchase Orders and any related contract documents
(except for subsequent Change Orders issued that modify or amend this Change Order). This
Change Order has no effect on work for projects that are not EPIC Funded Projects.
RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314
SECTION 5.0: QUESTIONS
We would like to use the next EPIC workshop, scheduled for March 21, 2014, to seek any necessary clarifications to the EPIC Decision that may be necessary in order to implement requirements contained in the EPIC Decision. The following questions are designed to help determine if clarification to language in the EPIC Decision is needed.
5.1 Questions.
Question 1: If selected to perform EPIC-funded work, would you be willing to agree to indemnify the
CEC and CPUC for their use of Intellectual Property (IP) created by you as part of your work on an
EPIC-Funded Project? If not, is there other indemnification language you will accept? If so, what language will you accept? Please provide as much detail as possible.
Question 2: If selected to perform EPIC-funded work, would you be willing to agree that any information you provide to us can be treated as public information? If not, what types of information do you believe need to be protected as confidential information? Explain why these categories should be protected. (e.g., does your company have a policy on how it treats confidential information?)
Question 3: If selected to perform EPIC-funded work, would you be willing to agree to the treatment of intellectual property as required by the EPIC Decision (hereafter, “IP”) and specified in the addendum. In particular:
A.
Are you willing to timely disclose your inventions and cooperate in patenting them?
B.
Will you be willing to assign your IP to SCE? If not, will you grant licenses to the
IP as specified in the Addendum?
Question 4: If we were to ask you to obtain materials or equipment from third parties for use in an
EPIC-Funded Project, or if we allow you to subcontract a part of your work on an EPIC-Funded
Project to a third party, will you select the third party provider through a competitive solicitation process that is consistent with the EPIC Decision? Will you provide us with documentation that describes your selection process?
Question 5: If we allow you to use third parties to complete activities that are included in your work scope, then you will need to secure agreement from these third parties to comply with the EPIC
Decision and applicable language from the EPIC Addendums. Do you see any problem in obtaining this agreement? Please describe the problems you expect to encounter.
Question 6: Are there other requirements in the EPIC Decision that you would be unwilling (or unable) to accept? If so, please identify these and identify alternatives that would be acceptable to you.
Question 7: If there is language in either of the Addendums that your company is unwilling to accept, can you identify that language, explain your concerns and provide any alternative language that you would like considered (and why the alternative language is consistent with the EPIC Decision).
RFI - Electric Program Investment Charge (EPIC)
Addendums
RFI # 233-21314
SECTION 6.0: Attachments
Attachment 1, Ownership Addendum- Same document embedded in the RFI
Attachment 2, License Addendum - Same document embedded in the RFI
Attachment 3, EPIC Decision Document - or available at http://docs.cpuc.ca.gov/PublishedDocs/Published/G000/M081/K773/81773445.PDF
Attachment 4, Questions/Responses Form
