Loading...
HomeMy WebLinkAbout37-10 ResolutionRECORD OF RESOLUTIONS Dayton Legal Bknk, In., Fo=No. 30045 37 -10 Resolution No. Passed 20 A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE A GRANT AGREEMENT WITH CLEAN FUELS OHIO WHEREAS, Dublin participated in a grant request process to receive funding to replace 44 gasoline burning vehicles with compressed natural gas ( "CNG") burning vehicles, to modify the existing fueling facility to add CNG fuel and to modify the existing fleet maintenance facility to allow repairs and maintenance on CNG burning vehicles; and WHEREAS, Clean Fuels Ohio is the Grant Administrator for the United States Department of Energy ( "DOE "), designated to provide administrative and oversight services in connection with the grant being made to Dublin; and WHEREAS, an agreement has been prepared to memorialize the relationship of the parties; and WHEREAS, the City desires to authorize the City Manager to execute the agreement; and WHEREAS, it is important that this agreement be executed at the earliest possible date so that Clean Fuels Ohio deadlines can be met and all improvements completed by December 2011. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, -- 6 of the elected members concurring that: Section 1. The City Manager is hereby authorized to execute an agreement with Clean Fuels Ohio in substantially the same form as the agreement attached as Exhibit "A." Section 2 . This Resolution is effective upon passage in accordance with Section 4.04(a) of the Revised Charter. Passed this i day of t4 2010. Mayor - Presi@g Officer ATTEST: Clerk of Council CITY OF DUBLIN_ Office of the City Manager 5200 Emerald Parkway • Dublin, OH 43017 -1090 Phone: 614 - 410 -4400 • Fax: 614 - 410 -4490 To: Members of Dublin City Council From: Terry Foegler, City Manager ; j- Date: August 19, 2010 Initiated By: Marsha Grigsby, Deputy City Manager/Director of Finance Ron Burns, Director of Streets & Utilities Michelle Crandall, Director of Administrative Services Beth Lozier, Streets and Utilities Operations Administrator Summary Re: Resolution 37 -10 -Grant Agreement with Clean Fuels Ohio Memo Based on a previous award, the City of Dublin is eligible to receive grant funds from the U.S. Department of Energy. The funding opportunity, "Clean Cities FY09 Petroleum Reduction Technologies Projects for the Transportation Sector," was created through the American Recovery and Reinvestment Act of 2009 to fund cost - shared projects that expand the use of alternative fueled vehicles and advanced technology vehicles, as well as the installation or acquisition of infrastructure necessary to directly support an alternative fueled vehicle or advanced technology vehicle. Operation and maintenance of vehicles, infrastructure and other associated equipment acquired through the program are also allowable within specified limits. The purpose of the grant is to fund activities that will help decrease the nation's dependence on petroleum by increasing the use of alternative fuels that will lessen petroleum consumption and also reduce vehicle emissions. Local governments must be in partnership with an active designated Clean Cities Coalition in order to be eligible to apply for funds. Clean Fuels Ohio is the central Ohio region's Clean Cities Coalition designee. Clean Fuels Ohio is partnering with local governments, school districts, airport authorities, counties and non - profits around the State for the purpose of requesting these funds. Clean Fuels Ohio has been awarded an $11 million grant from the U.S. Department of Energy. The City of Dublin is to receive approximately $1.5 million based on a grant request that was submitted in October of 2009 and subsequently approved by Clean Fuels Ohio and the U.S. Department of Energy. Dublin's request was focused on Compressed Natural Gas (CNG). The scope of the project includes replacement of 44 gasoline- burning vehicles with CNG- burning vehicles, the design and construction of a CNG fueling station added to Dublin's existing fueling station, and modifications to the fleet maintenance facility to allow for repairs and maintenance on CNG - burning vehicles. Memo re. Resolution 37 -10 - Agreement with Clean Fuels Ohio August 19, 2010 Page 2 of 3 Clean Fuels Ohio is the grant applicant as well as the fiduciary for grant funds. The City of Dublin is a partner in the application and will be responsible for the administration of its portion of grant funds received. Based on grant requirements, this project must be completed by December 31, 2011. The grant requires approximately 60% matching funds from the City for the project. The match would come from the Streets and Utilities and Administrative Services capital improvement budgets. To minimize the need for additional funds, the vehicles included in the project will be selected from vehicles currently scheduled for replacement in the five -year capital budget. The grant requires the City to provide fuel usage and emissions data on the vehicles until December 31, 2013. Partnership with IGS Energy IGS Energy is proud to support the City of Dublin's CNG project. IGS Energy will invest S275,000 toward the necessary modifications to Dublin's existing fueling facility and the initial replacement of 44 gasoline- burning City vehicles. For this investment, IGS will be the sole provider of natural gas to the CNG station, as well as have limited marketing and branding rights to be determined. As the largest independent retail supplier of natural gas in the country, IGS provides the size, scale, and ability to provide competitive natural gas pricing options that would otherwise not be available to the City. Proiect Component Costs Replacement vehicles including conversions Fueling Facility Equipment (compressor, dispensers) Personnel /Administrative Modifications to Fleet Maintenance Building Design, Bidding and Construction Total Estimated Cost of Project: (1) $1,517,400 $ 933,300 (2) $ 29,008 (3) $ 516,000 $ 724,499 $3,720,207 Funding Sources Grant Reimbursements $1,511,099 IGS Energy Contribution $ 275,000 City of Dublin $1,934,108 Total Funding Sources: $3,720,207 (1) Of this total, $1,093,200 of these funds was previously programmed in the five -year CIP for replacement of vehicles. (2) Estimated salaries for City employee time for the administration of the project and necessary building and engineering inspections of construction. (3) A significant component of the building modifications (estimated 5300,000) is the replacement of the HVAC system. Due to the age of the system, this replacement would have been scheduled within the next five years. Memo re. Resolution 37 -10 - Agreement with Clean Fuels Ohio August 19, 2010 Page 3 of 3 Public Access Grant terms and conditions require limited public access to the fueling facility. Under these terms, staff anticipates allowing small private /public fleets to fuel CNG burning vehicles at Dublin's existing fueling facility. Examples of these fleets could include, but are not limited to, Dublin Schools, Washington Township, Stanley Steemer and IGS Energy. Recommendation Staff recommends approval of Resolution 37 -10 authorizing the City Manager to execute a grant agreement with Clean Fuels Ohio. OHIO ADVANCED TRANSPORTATION PARTNERSHIP CLEAN FUELS OHIO GRANT AWARD AGREEMENT AWARD NUMBER DE- EE0002566 This Grant Award Agreement is being made on by and between Clean Fuels Ohio and City of Dublin, also referred to as "Grantee." Clean Fuels Ohio is the Grant Administrator for the United States Department of Energy (DOE), designated to provide administrative and oversight services in connection with the grant being made to Grantee. This Agreement is being made to specify Grantee's responsibilities in regard to receiving funds pursuant to the grant: CFDA No. 81.086, Award No. DE- EE0002566. Grantee is an organization that has participated in a grant request process to receive funding to carry out certain work designed and intended to displace petroleum. The work proposed by Grantee has qualified for funding and has been awarded a grant as described below and subject to the terms and conditions of this Agreement. hi consideration of receiving the funding specified in this Agreement, Clean Fuels Ohio and Grantee agree as follows: 1. GRANT AWARD Subject to the terms and conditions specified below, and subject to the funds being made available to Clean Fuels Ohio by DOE, Grantee is awarded a grant in the amount of $1,511,100. This entire amount consists of Recovery Act funds. This award is made contingent upon satisfactory completion of all work specified herein, and reimbursement payments shall be made in accordance with the terms and conditions of this Agreement. Payment of any grant funds pursuant to this Agreement is contingent upon Clean Fuels Ohio receiving funding from DOE. Furthermore, Grantee shall provide at least $2,209,108 of cost share toward this project. 2. INCORPORATION BY REFERENCE This document is deemed to be the Grant Award Agreement. This Agreement includes and expressly incorporates by reference the DOE Assistance Agreement (DE- EE0002566) in its entirety, attached hereto as Exhibits A and B. Exhibit A consists of the Assistance Agreement cover page, plus Attachments 1, 2 and 3. This Agreement includes and expressly incorporates by reference the Special Terms and Conditions for Use in Most Grants and Cooperative Agreements (DOE Terms and Conditions), attached hereto as Exhibit B. By signing this Agreement, the Grantee agrees to be bound by the DOE Terms and Conditions and to assist Clean Fuels Ohio in fulfilling all obligations and responsibilities incurred therein. 3. PERFORMANCE The work to be performed by Grantee shall begin on the date of execution of this Agreement by Clean Fuels Ohio and shall be completed before December 31, 2011. The reporting requirements specified in Paragraph 19 remain in effect until December 31, 2013. This Agreement may be extended only by a written agreement between the parties, subject to approval by DOE. Grantee's project will be managed according to the Work Plan set forth in Exhibit C and the Budget set forth in Exhibit D. In the event that Grantee determines that the project parameters and /or costs will vary from those set forth in Exhibits C and D, Grantee will notify Clean Fuels Ohio, in writing, of such variances as soon as any such determination is made. 4. REPRESENTATIONS OF GRANTEE Grantee represents that all of the information provided in the application and communications with Clean Fuels Ohio is true and accurate and that it fairly represents the condition and abilities of Grantee. Grantee further represents that it has made the necessary commitment, and possesses the necessary professional capabilities, qualifications, capacities, skilled personnel, experience, expertise and financial resources to perform the work required to comply in an effective, efficient and timely manner in accordance with the terms of this Agreement. 5. QUALITY ASSURANCE AND WARRANTY Grantee agrees to perform all work required herein in a professional and workmanlike manner in accordance with generally accepted practices for the nature of the services, work and materials required in furtherance of this Agreement. Grantee agrees that any errors or omissions in the work performed by Grantee which are reported or come to the attention of Clean Fuels Ohio during the performance of the work or within one (1) year after completion and acceptance of the work, shall be corrected or replaced by Grantee at its own expense and without any additional funding from Clean Fuels Ohio. Grantee agrees to engage only qualified, reputable suppliers, consultants, and experts. Grantee will use its best efforts to assure that any work performed under this Agreement will be pursued with due diligence and any information required to be submitted or provided hereunder will be promptly processed and provided. Grantee will maintain all data and records related to compliance with this Agreement until December 31, 2013. Grantee further warrants that all data and information delivered hereunder will be of acceptable quality and in a form and format acceptable to Clean Fuels Ohio and sufficiently complete for the needs of Clean Fuels Ohio and DOE. 6. SITE AND WORK CONDITIONS Grantee is solely responsible for determining the specifics and location of the work to be performed and for the general and local conditions. Further, Grantee is solely responsible for all matters affecting transportation; access; disposal, handling and storage of materials; availability and quality of labor; water and electric power; availability and condition of suitable roadways; climatic conditions; physical conditions at work sites and the project area as a whole; topography 2 and ground surface conditions; subsurface geology, and nature and quantity of surface and subsurface materials to be encountered; equipment and facilities needed preliminary to and during performance of the subcontract agreement; and the costs associated with such performance. The failure of Grantee to fully and properly acquaint itself with any applicable condition will not relieve it from the responsibility for properly estimating either the difficulties or the costs of successfully performing the work required in this Agreement. EQUIPMENT AND TOOLS Grantee agrees to provide at its own expense any and all such equipment and tools as are necessary for the performance of work described herein. In the event Clean Fuels Ohio should decide, after consultation with Grantee, that any or all of such equipment is, for any reason, inadequate for the purpose intended, it shall notify Grantee which shall, thereupon, make any necessary repairs, alterations, replacement or substitutions to such equipment as may be required to complete the work as required by this Agreement. 8. ACCEPTANCE OR CORRECTION OF DEFECT In addition to other reporting requirements, Grantee shall notify Clean Fuels Ohio when the work has been completed. Upon receiving notice of completion, Clean Fuels Ohio will review and inspect the work and acceptor reject the work. In the event the work or any part thereof does not substantially conform to any or all of the requirements of this Agreement, Grantee shall promptly, and without additional compensation, correct all nonconforming work or submit to Clean Fuels Ohio a mutually acceptable written plan for correction of the work. In the event Grantee fails or refuses to make any reasonably requested corrections, Clean Fuels Ohio may, after consultation with Grantee, make such correction and Grantee shall be liable for any costs incurred. Any such costs or expenses may be charged to Grantee or withheld from any grant funds otherwise payable to Grantee. 9. PREAPPROVAL AND REIMBURSEMENT Grantee must submit a bid solicitation draft to Clean Fuels Ohio for preapproval. Furthermore, Grantee must submit to Clean Fuels Ohio a Vendor Justification/Price Verification Form prior to executing contracts with vendors to supply vehicles, equipment, and materials to Grantee. Clean Fuels Ohio will review the form and will make a good faith effort to notify Grantee in 5 to 7 business days whether to proceed with purchases and /or work. Payments for work done by Grantee or its subcontractors in furtherance of this Agreement will be made on a reimbursement basis only. All invoices for reimbursement of work - related expenses shall be submitted by Grantee within one month of being approved by Grantee. An Inventory Summary Form must be submitted with each invoice to Clean Fuels Ohio. For infrastructure projects, a Construction Expense Form must be submitted to Clean Fuels Ohio with all requests for reimbursement. 3 Grantee shall submit reimbursement requests and forms to: Clean Fuels Ohio 3400 N. High St., Ste. 430 Columbus, OH 43202 Attention: Megan Miller 10. INDEPENDENT STATUS Unless certain provisions of Section 21, Termination under this Agreement are activated, Grantee shall perform and provide all work, services and materials under this Agreement as an independent agent and shall have no work - related connection with Clean Fuels Ohio. All work, services, and materials required herein shall be performed or provided by Grantee under its sole supervision, management, direction and control. Clean Fuels Ohio shall have no connection with nor any liability for the work or materials provided under this Agreement, and Clean Fuels Ohio shall look to Grantee for satisfactory completion of the proposed work only, and shall have no right at any time to direct or supervise Grantee or Grantee's agents or employees in the performance of the work or as to the manner, means and method by which work or labor is performed. All persons, labor, or employees furnished by Grantee pursuant to this Agreement, and all representatives of Grantee, shall be and remain the agents or employees of Grantee only and shall not at any time or for any purpose whatsoever be considered to be employees or agents of Clean Fuels Ohio. 11. INSURANCE All insurance coverage carried by Grantee providing any coverage under this Agreement shall extend to and, where appropriate, shall include Clean Fuels Ohio as an additional insured. Insurance coverage shall not be less than the following: a. Worker's Compensation and Occupational Disease Insurance to comply with the laws of the state in which the work is performed and Coverage B, Employer's Liability Insurance with a limit of not less than $1,000,000. b. Comprehensive General Liability Insurance covering operations performed under this Agreement with minimum limits of $1,000,000.00 for bodily injury for each occurrence and $1,000,000.00 for property damage for each occurrence. C. Automobile Liability Insurance covering all owned, nonowned and hired motor vehicles used in connection with the work including minimum limits of $1,000,000.00 for bodily injury per person with $3,000,000.00 aggregate total for each occurrence, and $1,000,000.00 for property damage liability for each occurrence. d. Any such policies of insurance held or obtained by Grantee or its subcontractors, if any, whether required by this Agreement or not, shall be endorsed to waive any and all claims by the underwriters or insurers, including subrogation, against Clean Fuels Ohio, its officers, directors, agents, employees and invitees, for any injuries, deaths, losses or damages covered by such policies. e. Grantee shall furnish Clean Fuels Ohio with certificates of the above insurance coverage or certification of self - insured status. These certificates must provide that the insurance will not be materially changed or cancelled without thirty (30) days prior written notice to Clean Fuels Ohio. 12. CARBON CREDITS hi the event Grantee should receive or be awarded any carbon credits issued under the Midwest Greenhouse Gas Accord, or any other organization or government agency with authority or jurisdiction to issue such carbon credits or other similar instruments, which are earned, achieved or attributable to the work or modifications performed under or as a result of this Agreement, Clean Fuels Ohio shall receive ownership or control of one -fourth (1/4) of all such credits. Furthermore, Grantee agrees to protect and preserve Clean Fuels Ohio's interest in said carbon credits and agrees to transfer, assign or otherwise convey such interest to Clean Fuels Ohio. Clean Fuels Ohio agrees that any funds distributed to Clean Fuels Ohio through carbon credits issued under this paragraph will be used by Clean Fuels Ohio for education, outreach, and /or funding of other alternative fuel transportation projects. The terms of this paragraph will terminate after five (5) years of actual carbon credit funding to Clean Fuels Ohio unless the parties otherwise agree. 13. LAWS AND REGULATIONS Grantee agrees to comply with all federal, state, and local laws and regulations with regard to the performance of this Agreement and the employment of Grantee's employees and to pay all federal, state, and local taxes and contributions arising from such employment. Grantee agrees to perform the work in a safe and reasonable manner and adhere to all applicable federal and state safety standards and regulations. 14. QUALIFICATIONS AND CONDUCT OF PERSONNEL Each of Grantee's employees or subcontractors performing work under this Agreement shall be appropriately qualified and trained for the duties to be performed under this Agreement. All of Grantee's employees and subcontractors shall comply with all federal, local, and contractual rules, policies, laws, and procedures regarding conduct, safety, and security. In addition, Grantee must document that all subcontractors and vendors are not listed at www.enls.gov /eels /search.do Clean Fuels Ohio reserves the right to object to any person, employee or entity assigned by Grantee to perform work under this Agreement if the qualifications listed in this paragraph are not met. 15. EXCUSED PERFORMANCE Failure to perform the services or duties under this Agreement by either party may be excused in the event the failure is caused by acts of God or other similar causes beyond the reasonable control of such party. Funding of this grant is contingent upon Clean Fuels Ohio 5 receiving the grant proceeds from DOE. Clean Fuels Ohio shall have no liability for the lass of funds due to the failure or refusal of the funding agency to provide funding or the failure or termination of funding by any branch of the government. 16. INDEMNIFICATION To the extent permitted by law, Grantee shall defend, indemnify, protect and hold Clean Fuels Ohio harmless as well as its officers, directors, agents, employees and invitees, from and against any claim, demand, or liability of any kind resulting from, occurring in connection with or arising out of the performance or nonperformance of this Agreement, including reasonable attorneys' fees and expenses incurred in connection therewith except for such liability that results from the gross negligence or willful misconduct of Clean Fuels Ohio. 17. RIGHT OF AUDIT The accounts and books of Grantee, insofar as they relate to the work performed under this Agreement or funding received pursuant to this Agreement, may be reviewed and audited by Clean Fuels Ohio, or its agents, and DOE, or its agents, at reasonable times and from time to time during the course of this Agreement and for a period of twenty -four (24) months after the date of termination of the Agreement or final acceptance of the work by Clean Fuels Ohio, whichever is later. In the event that such audit or audits reveal any error or discrepancy of any nature whatever, such error or discrepancy will be promptly corrected, and any monies owing and due either Clean Fuels Ohio or Grantee will be promptly paid or adjusted by the other party. This audit right is in addition to, and not in any way in lieu of, any other right of Clean Fuels Ohio hereunder. The terms of this paragraph shall remain in effect beyond termination of this Agreement. 18. CHANGES The parties to this Agreement may, with the consent of DOE, make changes within the general scope of this Agreement. If any such change requires an increase or decrease in the cost of or in the time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the (1) price, (2) performance schedule, and (3) in such other provisions of this Agreement as may be so affected. Any changes to this Agreement must be executed in writing. 19. INSPECTIONS AND REPORTS Clean Fuels Ohio, or its authorized agents, and DOE, or its authorized agents, have the right, at all reasonable times, to inspect, or otherwise evaluate the performance of the work during the project and also after completion. Grantee shall provide reasonable facilities' access and assistance for the safety and convenience of Clean Fuels Ohio's and DOE's representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly hinder or delay any work being performed under this Agreement. Grantee shall submit to Clean Fuels Ohio all reports and reporting information required by the Agreement and its Exhibits, including all information required by the DOE Terms and Conditions (Exhibit B), according to a schedule set forth by Clean Fuels Ohio. Grantee shall cooperate with Clean Fuels Ohio by providing information deemed necessary by Clean Fuels Ohio to furnish all reports listed in the attached Federal Assistance Reporting Checklist and Instructions from the DOE's Assistance Agreement (Attachment 3 of Exhibit A). The reporting requirements extend until December 31, 2013. In regard to vehicle purchases, Grantee shall monitor and document all performance of vehicles for a period of 24 months after deployment. Documentation shall include fuel usage, mileage or hours of operation, fuel costs, emissions, operation record, operations schedule, maintenance record, maintenance schedule, lessons learned, and economic improvements. Grantee shall maintain the cost sharing ratio throughout the grant project and submit copies of records documenting the cost sharing expenditures to Clean Fuels Ohio. As indicated in DOE's Terms and Conditions, DOE reserves the right to amend the reporting requirements to request more frequent and more detailed reporting. In addition, Clean Fuels Ohio reserves the right to amend the reporting requirements to request more frequent and more detailed reporting. 20. ASSIGNMENT AND SUBCONTRACTING This Agreement shall be binding on the parties hereto, their successors and assigns, provided, however, that this Agreement may not be assigned to any other person or party without the prior written consent of Clean Fuels Ohio, nor shall Grantee subcontract all or any portion of the work hereunder without the prior written consent of Clean Fuels Ohio. Grantee must submit a list of subcontractors to Clean Fuels Ohio. Each subcontractor must agree to the terms and conditions of this Agreement as well as be eligible to receive federal funds. 21. TERMINATION This Agreement may be terminated by Clean Fuels Ohio in the event: a. Any or all of the work to be performed under this Agreement should be terminated or abandoned by Grantee; b. This Agreement or any part thereof shall be assigned or subcontracted by Grantee without the prior written approval of Clean Fuels Ohio; C. Grantee becomes insolvent or unable to meet its payroll or other current obligations; is adjudicated as bankrupt; has an involuntary petition in bankruptcy filed against it; makes an assignment for the benefit of creditors; files a petition for an arrangement, composition or compromise with its creditors under any applicable laws; or has a trustee or other officer appointed to take charge of its assets; d. Clean Fuels Ohio determines that Grantee is refusing or failing to properly perform work required hereunder or is not meeting schedule requirements or that Grantee is performing work under the Agreement in bad faith or not in accordance with the terms hereof, or e. Grantee has performed any part of this Agreement in a fraudulent manner. Clean Fuels Ohio will notify Grantee of any such determination in writing. In the event Grantee fails or refuses to remedy any such default or issue, for any reason, within the time frame established by Clean Fuels Ohio, after receipt of written notice of any such situation, Clean Fuels Ohio may, after consultation with Grantee, terminate the Agreement, withhold any amounts otherwise due under this Agreement, and /or terminate Grantee's right to proceed with all or any portion of the work. Thereupon, Clean Fuels Ohio shall have the right to abandon such work or to complete such work by whatever method it may deem expedient, including employing other persons including other subcontractors. The expense of so completing such work, together with a reasonable charge for administering any additional contracts for such completion, will be charged to Grantee, and such expense will be deducted by Clean Fuels Ohio from such grant monies as may be due or may at any time thereafter become due to Grantee. 22. INTELLECTUAL PROPERTY Grantee agrees that all information obtained by Clean Fuels Ohio hereunder is or may be in the public domain and available for public inspection. Grantee may copyright any work that is subject to copyright and was developed, or for which ownership was purchased, under this award. Clean Fuels Ohio reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish or otherwise use the work for its purposes and to authorize others to do so. hi the event that Grantee contends that any information being submitted is subject to the trade secret laws of the state of Ohio and is confidential, Grantee is required to clearly and promptly identify to Clean Fuels Ohio such trade secrets at the time they are being submitted to the appropriate authority. 23. MARKETING, PUBLIC RELATIONS AND SIGNAGE Grantee agrees to cite Clean Fuels Ohio and the DOE Clean Cities Grant in communications intended for promotional or educational purposes or to generate public awareness. Grantee agrees to include Clean Fuels Ohio in any public relations or media events associated with performance of this Agreement. Grantee shall apply specific signage to vehicles and /or fueling infrastructure as directed by Clean Fuels Ohio and DOE, as long as such signage complies with the provisions of the Dublin Sign Code. Grantee must keep the signage on the vehicles and infrastructure throughout the grant period. If state law prohibits applying signage to a specific vehicle, then Grantee shall utilize an alternate form of publicity that recognizes DOE Clean Cities and Clean Fuels Ohio and the specific fuel technology. 24. NONDISCRIMINATION, EEO, AFFIRMATIVE ACTION Grantee agrees to abide by all federal and state laws, regulations, and policies regarding nondiscrimination in employment, affirmative action and equal employment opportunity, and shall prohibit discrimination against employment candidates or employees on the basis of race, sex, religion, color or national origin, age, sexual orientation, disability, or Vietnam era status. In addition, Grantee will comply with all rules and regulations attached to this Agreement. 25. A133 FEDERAL AUDIT REQUIREMENTS If Grantee receives more than $500,000 in federal funds in a federal fiscal year, Grantee will comply with all applicable A133 Federal Audit Requirements. 26. ENTIRE AGREEMENT This Agreement is the entire understanding and agreement between the parties, and the Agreement includes any attachments and exhibits to the Agreement which are incorporated herein by reference and made a part of this Agreement. 27. CLEAN FUELS OHIO MEMBERSHIP Grantee agrees to make a good faith effort to maintain membership with Clean Fuels Ohio during the grant period. 28. DISPUTES The validity and the effect of this Agreement, its interpretation, operations and all questions arising with respect to performance under this Agreement shall be determined by Clean Fuels Ohio. In the event there are any unresolved issues or disputes, the parties agree to make a good faith effort to resolve these issues prior to either party taking any legal action. 29. LAWS OF OHIO This agreement shall be construed and interpreted under the laws of the State of Ohio. Clean Fuels Ohio Signature Printed Name Title Date City of Dublin Signature Printed Name Title Date EXHIBITS Exhibit A Assistance Agreement Cover Page Attachment 1: Intellectual Property Provisions Attachment 2: Statement of Project Objectives Attachment 3: Federal Assistance Reporting Checklist and Instructions Exhibit B DOE Special Terms and Conditions Exhibit C Work Plan Exhibit D Budget 10