Resolution 35-11RECORD OF RESOLUTIONS
Resolution No.
35 -11
Passed 2Q
—
A RESOLUTION AUTHORIZING THE CITY MANAGER
TO EXECUTE AN AGREEMENT WITH IGS ENERGY TO
BE THE SOLE SUPPLIER OF NATURAL GAS TO THE
COMPRESSED NATURAL GAS FUELING FACILITY
WHEREAS, Dublin is eligible to receive grant funds from the U S. Department of Energy's "Clean
Cities FY09 Petroleum Reduction Technologies Projects for the Transportation Sector;" and
WHEREAS, 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, and to reduce vehicle emissions;
and
WHEREAS, local governments must be in partnership with an active designated "Clean Cities
Coalition" in order to be eligible to apply for such funds, and "Clean Fuels Ohio" is the Central Ohio
region's Clean Cities Coalition designee; and
WHEREAS, Clean Fuels Ohio is partnering with local governments, school districts, airport
authorities, counties and non - profits throughout the state for the purpose of requesting these funds;
and
WHEREAS, Clean Fuels Ohio has been awarded an Eleven Million Dollar ($11,000,000.00) grant
from the U.S. Department of Energy, and the City of Dublin is to receive approximately One Million
Five Hundred Thousand Dollars ($1,500,000.00) from that grant as a partnering local government;
and
WHEREAS, Dublin's request for funds was focused on Compressed Natural Gas ( "CNG "), and the
scope of the project underlying said request for funds includes: (a) the replacement of forty-four (44)
gasoline - buming vehicles with CNG - burning vehicles; (b) the design and construction of a CNG
fueling station added to Dublin's existing fueling station; and (c) modifications to the fleet
maintenance facility to allow for repairs and maintenance on CNG - buming vehicles; and
WHEREAS, Dublin desires to enter into a partnership with IGS Energy (Service Provider) and,
subject to the terms and conditions set forth herein, the Service Provider will agree to invest Two
Hundred Seventy -Five Thousand Dollars ($275,000.00) toward the necessary modifications to
Dublin's existing fueling facility and the initial replacement of forty-four (44) gasoline - buming City
vehicles; and
WHEREAS, the Service Provider will be the sole provider of natural gas to Dublin's CNG station,
and will have marketing and branding rights for the services provided; and
WHEREAS, the Service Provider is the largest independent retail supplier of natural gas in the
country and provides the size, scale, and ability to provide competitive natural gas pricing options
that would otherwise not be available to Dublin.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, —7— of its
elected members concurring, that:
Section 1. The City Manager is hereby authorized to execute an agreement with IGS Energy to
be the sole supplier of natural gas to the Compressed Natural Gas Fueling Facility.
Section 2. This Resolution shall be effective upon passage in accordance with Section 4.04(a) of the
Revised Charter.
Passed this 6 - fJl day of , 2011.
Mayor - Pres,d g Officer
ATTEST:
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Clerk of Council
CrFY OF DUBLIN-
Office of the City Manager
5200 Emerald Parkway • Dublin, OH 43017 -1090
Phone: 614 -410 -4400 • Fax: 614 -410 -4490
Memo
To: Members of Dublin City Council
From: Marsha I. Grigsby, City Manager
Date: July 1, 2011
Initiated By: Ronald L. Burns, Director of Streets and Utilities
Summary
Re: Resolution 35 -11 - Authorizing the City Manager to Execute an Agreement
with IGS Energy to be the Sole Supplier of Natural Gas to the Compressed
Natural Gas Fueling Facility
The Compressed Natural Gas Fueling Facility Project consists of modifying the City's existing
fueling facility to dispense compressed natural gas (CNG) as a fuel, modifying the City's existing
fleet maintenance facility to allow City staff to maintain and repair CNG vehicles, and replacing
44 light -duty gasoline vehicles with CNG burning vehicles. This project is expected to be finished
late December of this year.
The CNG project is being funded from multiple sources. The City was awarded a grant from the
Department of Energy and Clean Fuels Ohio for approximately $1.5 million. IGS Energy (IGS)
will contribute $275,000 in exchange for being the sole provider of natural gas to the facility. The
remainder is being funded through the City's Capital Improvement Tax Funds.
Agreement Terms
The agreement between IGS and the City of Dublin is attached for your review. The important
components of the agreement are as follows:
• The term of the agreement is five years.
• IGS will contribute $275,000.
• IGS will be the sole provider of natural gas to the facility during the term of the
agreement.
• IGS will provide natural gas at a cost equal to New York Mercantile Exchange
(NYMEX) plus $1.90 /MMBTu, and/or provide decreased pricing in the event Dublin can
guarantee the purchase of a minimum quantity of natural gas during a specific period.
Using this formula, staff estimates the cost of one gasoline gallon equivalent (GGE) of
CNG at $1.13, utilizing current prices of natural gas.
• IGS will be permitted to market and sell CNG to private fleets and individual customers
with the administrative approval of the City. These customers will utilize Dublin's
facility to fuel their vehicles. The City will sell IGS compressed natural gas at cost plus
additional administrative fees, including the cost of natural gas compression, distribution
fees and dispensing.
Resolution 35 -11 Agreement with IGS Energy - Sole Supplier of Natural Gas to CNG Fueling Facility
July 1, 2011
Page 2 of 2
• IGS customers will be accounted for and invoiced by IGS. IGS will be responsible for
collecting and submitting any and all taxes on the fuel they sell to their customers.
• The City will place small decals on City vehicles stating the natural gas is supplied by
IGS. Other marketing techniques may be utilized with the administrative approval of the
City.
Cost of Natural Gas Estimates
In 1994, because natural gas is a gas and not a liquid -like gasoline, the U.S. National Institute of
Standards and Technology or NIST defined a "gasoline gallon equivalent" (GGE) as 5.660 pounds
of natural gas. This unit of measurement is a convenient and accurate method of comparing CNG
to gasoline.
As of the date of this report, gasoline was selling at most Dublin gas stations for $3.45 a gallon.
Staff estimates the City's cost of CNG to be approximately $1.13 /GGE, based on the cost of
natural gas today. Based upon the miles estimated to be driven in the new conversion vehicles,
staff estimates the City's fuel cost savings as a result of utilizing CNG to be in excess of $20,000
during the first year of operation.
Those savings are estimated to increase as the City's fleet is converted to CNG and as the price of
gasoline and diesel fuel increases in future years. If 90 percent of Dublin's fleet were CNG
vehicles, the annual savings in fuel costs would be in excess of $100,000, based on today's prices
for CNG, gasoline and diesel fuel.
Although the price of natural gas does fluctuate, it is not nearly as volatile as the price of gasoline
and diesel fuel. Historically, the price of natural gas has been much lower than the cost of
petroleum based fuels. This is expected to continue for many years in the future.
Competitive Bidding Not Required
Under Revised Charter Section 8.04(d) (Professional Services) and Dublin Codified Ordinances
Section 37.04(B) (Exceptions and Alternatives to Competitive Bidding), respectively, regarding
service contracts and contracts for the purchase of utilities such as gas, competitive bidding is not
required. The City Manager is authorized to competitively bargain the contract without further
legislative authorization provided that (1) the current operating budget provides sufficient funding
for the scope of services [Section 8.04(d)]; and (2) funds have been appropriated [Section
37.04(B)]. Both of the foregoing prerequisites have been met, and staff has determined that the
price of natural gas established in the IGS agreement is competitive.
Recommendation
Staff recommends approval of Resolution 35 -11, authorizing the City Manager to execute an
agreement with IGS Energy to be the sole supplier of natural gas to the Compressed Natural Gas
Fueling Facility.
SERVICES AGREEMENT
This Services Agreement ( "Agreement ") is made and entered into and effective on this
day of July, 2011 ( "Effective Date ") by and between the City of Dublin, Ohio ( "Dublin "),
an Ohio Municipal Corporation, with offices located at 5200 Emerald Parkway, Dublin, Ohio
43017 and Interstate Gas Supply, Inc. ( "IGS Energy" or "Service Provider "), with an office and
principal place of business located at 6100 Emerald Parkway, Dublin Ohio 43016, at times
referred to individually as "Party" and collectively as "Parties ".
Recitals
WHEREAS, Dublin is eligible to receive grant funds from the U S. Department of Energy's
"Clean Cities FY09 Petroleum Reduction Technologies Projects for the Transportation Sector";
and
WHEREAS, 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, and to reduce vehicle
emissions; and
WHEREAS, local governments must be in partnership with an active designated "Clean Cities
Coalition" in order to be eligible to apply for funds, and "Clean Fuels Ohio" is the Central Ohio
region's Clean Cities Coalition designee; and
WHEREAS, 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;
and
WHEREAS, Clean Fuels Ohio has been awarded an Eleven Million Dollar ($11,000,000.00)
grant from the U.S. Department of Energy and Dublin is to receive approximately One Million
Five Hundred Thousand Dollars ($1,500,000.00) from that grant as a partnering local
government; and
WHEREAS, Dublin's request for funds was focused on Compressed Natural Gas ( "CNG "), and
the scope of the project underlying said request for funds includes (a) the replacement of forty -
four (44) gasoline- burning vehicles with CNG- burning vehicles, (b) the design and construction
of a CNG fueling station added to Dublin's existing fueling station, and (c) modifications to the
fleet maintenance facility to allow for repairs and maintenance on CNG- burning vehicles; and
WHEREAS, Dublin desires to enter into a partnership with Service Provider, and subject to the
terms and conditions set forth herein Service Provider will agree to invest Two Hundred
Seventy -Five Thousand Dollars ($275,000.00) toward the necessary modifications to Dublin's
existing fueling facility and the initial replacement of forty -four (44) gasoline- burning City
vehicles; and
WHEREAS, Service Provider will be the sole provider of natural gas to Dublin's CNG station,
and will have marketing and branding rights for the services provided; and
WHEREAS, Service Provider is the largest independent retail supplier of natural gas in the
country and Service Provider provides the size, scale, and ability to provide competitive natural
gas pricing options that would otherwise not be available to Dublin.
NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements
herein contained, the parties, intending to be legally bound, agree as follows:
I. Performance of the Services and Further Terms
a. Service Provider shall make arrangements with Columbia Gas of Ohio, Inc.
( "Columbia ") to deliver natural gas to the Dublin CNG fueling facility. Service
Provider shall further sell the fuel to Dublin at a price to be determined by the
following methodology:
b. The price of natural gas will be determined as set forth in Exhibit A. Generally,
price is determined each month by the New York Mercantile Exchange
(NYMEX) monthly natural gas futures settlement price plus $1.90 per MMBtu
(converted to Ccf if billed by Columbia), excluding applicable taxes and
Columbia charges. The price of natural gas may be fixed for future periods of
time under this Agreement upon mutual consent of the Parties. The sum of the
price described above plus all applicable taxes, if any, plus all Columbia charges
will be referred to as the "Base Fuel Cost." An example of the Base Fuel Cost
Calculation is attached here as Exhibit A.
c. Service Provider shall have the right to market and sell fuel at the Dublin CNG
fueling station to commercial and residential consumers that utilize Dublin's
refueling card - system ( "End Use Customers "), subject to the following
conditions:
i. Dublin shall charge an administrative fee of $0.50 per gasoline gallon
equivalent ( "GGE "), which is intended to cover only Dublin's true
operating, maintenance, and administrative expenses (collectively, the
"Operating Expenses "), and not any capital costs. If the Operating
Expenses change more than 10 %, Dublin may revise the administrative
fee up to one time per year.
ii. Dublin shall invoice Service Provider for all gas dispensed to Service
Provider's End Use Customers through Dublin's refueling station, priced
at the GGE of then - current Base Fuel Cost. Dublin's invoices to Service
Provider will be itemized according to the monthly GGE consumption of
each End Use Customer's refueling card(s), and will separately identify
the GGE of then - current Base Fuel Cost, as well as Dublin's
administrative fee. Dublin shall issue invoices monthly to IGS to coincide
with Columbia's billing cycle and IGS shall pay invoices within 30 days
of receiving them. Service Provider shall be responsible for all invoicing
and collection of payments from each of its End Use Customers.
iii. Upon request, Service Provider will deliver to Dublin monthly reports that
identify the estimated consumption of Service Provider's End Use
Customers. If Dublin reasonably believes that further increases in
consumption may cause Dublin's station to exceed capacity, Dublin may
prohibit Service Provider from adding new End Use Customer accounts.
iv. In the event that there is insufficient CNG to service Dublin vehicles,
Dublin reserves the right to limit End Use Customer purchases of CNG
fuel at the Dublin site. In such event, Dublin will use its best efforts to
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provide reasonable advance written notice to Service Provider via e -mail,
as well as to End Use Customers via an alert on Dublin's website.
d. The Parties agree to work cooperatively in raising public awareness of this project
and in jointly promoting, to the extent practical, public use of the Compressed
Natural Gas fueling station. Dublin and Service Provider shall mutually
cooperate to create recognition signs at the facility that include Service Provider
signage. All signage and marketing at the site must meet Dublin's sign codes.
Dublin and Service Provider shall also cooperate to allow Dublin's CNG burning
vehicles to display Service Provider logos. Dublin shall include Service Provider
recognition in press releases and at the "ribbon cutting" as well as continuing
recognition during the term of this Agreement and any renewals on Dublin's
website with a link to Service Provider's website. Service Provider may advertise
and provide information in its billing statements and on its website regarding the
Dublin facility. The Parties shall pre- approve any use of the other Party's logo or
any information about the other Party conveyed in marketing or any other
materials made generally available to the public.
e. Service Provider shall give prompt notice to Dublin should Service Provider
observe or otherwise become aware of any fault or deficit in the project or any
nonconformance with this Agreement.
II. Obligations of Dublin
Dublin shall:
a. Maintain and operate the fueling site, which will be open twenty -four (24) hours
per day, three hundred sixty -five (365) days per year to End Use Customers.
However, Dublin cannot guarantee the fueling facility will available during
certain periods due to maintenance, breakdowns, annual testing, and other
disruptions, both foreseeable and unforeseeable. Dublin will use its best efforts to
provide reasonable advance written notice of any regularly scheduled
maintenance and other disruptions in service to Service Provider via e -mail, as
well as to End Use Customers via an alert on Dublin's website.
b. Assist the Service Provider by placing at its disposal all available information
pertinent to the Services for the project.
c. Use its best efforts to secure release of other data applicable to the project held by
others.
d. Give prompt notice to the Service Provider should Dublin observe or otherwise
become aware of any fault or deficit in the project or any nonconformance with
this Agreement.
e. Pay to Service Provider (or Columbia Gas of Ohio if through a consolidated bill)
each monthly invoice in MMBtu (or Ccf, if billed by Columbia) for all natural gas
delivered to Dublin's refueling center , priced according to section I(A) of this
Agreement.
III. Term and Termination
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a. This Agreement will begin the first month that the station is operational and
continue for five years (the "Primary Term "), and it will automatically renew on
an annual basis thereafter (with each such year constituting a "Secondary Term ").
Any automatic renewal may be cancelled by Dublin or Service Provider
delivering written notice to the other at least 60 days before the automatic renewal
date.
b. Early Termination Either party's early termination of this Agreement may harm
the other. In the event this Agreement is terminated by Dublin prior to its natural
expiration, Dublin will pay to Service Provider the full unpaid amount due for all
natural gas delivered under this Agreement through the date of this early
termination. Further, Dublin shall honor all outstanding contractual commitments
that Service Provider has made to any Dublin CNG fueling station End Use
Customer none of which shall extend beyond neither the Primary Term nor a
validly entered Secondary Term. Also, if Dublin and Service Provider agreed to a
fixed price and Dublin terminates this Agreement before the natural expiration of
any Term, Dublin will pay to Service Provider the amount equal to the positive
difference, if any, between the then - current Agreement price minus the then -
current market price times the volumes hedged by Service Provider under the
then - current Term. If Dublin and Service Provider agreed to a fixed price and
Service Provider terminates this Agreement before the natural expiration of any
Term, Service Provider will pay to Dublin the amount equal to the positive
difference, if any, between Dublin's reasonable cost of cover minus the then -
current Agreement price for all volumes Service provider failed to deliver.
IV. Service Provider Payment for Designation as Exclusive Provider of Natural Gas to
CNG Fueling Station
a. Dublin is participating in a grant agreement with Clean Fuels Ohio in order to
obtain funding for the replacement of forty -four (44) gasoline burning vehicles
with CNG- burning vehicles, the design, and construction of a CNG fueling
station, and modifications to the fleet maintenance facility to allow for repairs and
maintenance on CNG- burning vehicles. To assist in that endeavor and in
consideration of being named the sole and exclusive provider of natural gas to the
CNG fueling station, Service Provider shall provide Dublin with a cash
contribution to the project of Two Hundred Seventy -Five Thousand Dollars
($275,000.00) in the following manner:
i. 10 %, which amounts to Twenty -Seven Thousand Five Hundred Dollars
($27,500.00) upon execution of this Agreement;
ii. 40 %, which amounts to One Hundred Ten Thousand Dollars
($110,000.00) upon Dublin's delivery of a fully executed copy of the
fueling station construction contract to Service Provider;
iii. 50 %, which amounts to One Hundred Thirty -Seven Thousand Five
Hundred Dollars ($137,500.00) upon Dublin's certification of completion
of construction and readiness for operation of the fueling station.
V. Relationship of the Parties.
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a. The parties acknowledge and agree that Service Provider is an independent
contractor and is not an agent or employee of Dublin. Nothing in this Agreement
shall be construed to create a relationship between Service Provider and Dublin in
the nature of a partnership, association, or joint venture. IGS understands and
agrees that its employees are not entitled to employee benefits, including but not
limited to worker's compensation and employment insurance coverage,
retirement, and disability from Dublin.
VI. Default
a. If either party believes the other party has defaulted or breached this Agreement
that party shall send written notice to the other party detailing the claimed default
or breach and specifying a reasonable time to cure and a reasonable method to
cure. Neither party to this Agreement shall initiate any legal action against the
other in a court or before a regulatory authority without first giving the other party
a reasonable opportunity to remedy the alleged defect or failure. In the event of
legal proceedings before a court or regulatory authority, the prevailing party shall
be entitled to compensation for reasonable attorney fees and expenses by the non -
prevailing party.
VII. Indemnification.
a. Professional Liability. Relative to any and all claims, losses, damages, liability
and cost, the Service Provider agrees to indemnify and save Dublin, its officers,
officials, and employees harmless from and against any and all suits, actions, or
claims for property losses, damages or personal injury claimed to arise from a
negligent act, error or omission by the Service Provider or its employees.
b. Non - Professional Liability (General Liability). To the fullest extent permitted by
law, the Service Provider shall indemnify, defend and hold harmless Dublin, its
officers, officials, employees or any combination thereof, from and against
claims, damages, losses and expenses, including but not limited to attorneys' fees,
arising out of the acts or omissions of the Service Provider, provided that such
claim, damage, loss or expenses is attributable to bodily injury, sickness, disease
or death, or to injury to or destruction of property including loss of use resulting
therefrom, but only to the extent caused to in whole or in part by the acts or
omissions of the Service Provider, any subconsultant(s) of the Service Provider,
its agent, or anyone directly or indirectly employed by them or anyone for whose
acts they may be liable, regardless of whether or not such claim damage, loss or
expense is caused in part by a party indemnified hereunder. Such obligations
shall not be construed to negate, abridge, or reduce other rights or obligations of
indemnity which would otherwise exist as to a party or person described in this
paragraph.
VIII. Insurance
a. The Service Provider shall secure and maintain, at its own expense, insurance for
protection from claims under Worker's Compensation acts, claims for damages
because of bodily injury including personal injury, sickness or disease or death of
any and all employees or of any person other than such employees, and from
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claims or damages because of injury to or destruction of property including loss
of use resulting therefrom, and any other insurance prescribed by laws, rules,
regulations, ordinances, codes or orders.
b. The Service Provider shall secure and maintain, at its own expense, General
Liability insurance in an amount not less than One Million Dollars
($1,000,000.00) per occurrence.
c. The above referenced insurance shall be maintained in full force and effect during
the life of this Agreement and for one year beyond. Certificates showing that the
Service Provider is carrying the above referenced insurance in at least the above
specified minimum amounts shall be furnished to, and approved by, Dublin prior
to the provision of services under this Agreement and before Dublin is obligated
to make any payments to the Service Provider for the services performed and
CNG supplied under this Agreement. All such Certificates, with the exception of
those for Worker's Compensation, shall clearly reflect that the City of Dublin is
an "Additional Insured."
IX. Hazardous Substances /Environmental Laws
a. As used here the following terms shall have the following meanings:
i. Environmental Laws. "Environmental Laws" shall mean all federal, state,
or local laws relating to pollution or protection of human health or the
environment, including, without any limitation, the Comprehensive
Environmental Response Compensation and Liability Act of 1980
( "CERCLA "), as amended, 42 U.S.C. §9601 et seq., the Resource
Conservation and Recovery Act of 1976 ( "RCRA "), 42 U.S.C. §6901 et
seq., and laws relating to emissions, discharges, releases or threatened
releases of any Hazardous Substance into the environment (including
without limitation ambient air, surface water, ground water or land), or
otherwise relating to the generation, manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling of Hazardous
Substances and any and all regulations, codes, standards, plans, orders,
decrees, judgments, injunctions, notices or demand letters issued, entered,
promulgated or approved thereunder.
ii. Hazardous Substance. "Hazardous Substance(s)" shall mean any
pollutant, contaminant, hazardous, toxic or dangerous waste, substance or
material, or any other substance or material regulated or controlled
pursuant to any Environmental Law, including, without limiting the
generality of the foregoing, asbestos, PCBs, petroleum products (including
crude oil, natural gas, natural gas liquids, liquefied natural gas or synthetic
gas) or any other substance defined as a Hazardous Substance, "extremely
hazardous waste ", "a restricted hazardous waste ", "hazardous material ",
"hazardous chemical ", "hazardous waste ", "regulated substance ", "a toxic
chemical ", "a toxic substance ", or other similar term in any Environmental
Law.
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b. Each of the parties agrees that it will not use, generate, store, or dispose of any
Hazardous Substances on, under, about, or within the Natural Gas System and its
appurtenances in violation of any Environmental Laws.
X. Public Records
a. As used here the following terms shall have the following meanings:
i. "Infrastructure record" means any record that discloses the configuration
of a public office's or chartered nonpublic school's critical systems
including, but not limited to, communication, computer, electrical,
mechanical, ventilation, water, and plumbing systems, security codes, or
the infrastructure or structural configuration of the building in which a
public office or chartered nonpublic school is located. "Infrastructure
record" does not mean a simple floor plan that discloses only the spatial
relationship of components of a public office or chartered nonpublic
school or the building in which a public office or chartered nonpublic
school is located.
ii. "Security record" means any of the following:
1. Any record that contains information directly used for protecting
or maintaining the security of a public office against attack,
interference, or sabotage;
2. Any record assembled, prepared, or maintained by a public office
or public body to prevent, mitigate, or respond to acts of terrorism,
including any of the following:
3. Those portions of records containing specific and unique
vulnerability assessments or specific and unique response plans
either of which is intended to prevent or mitigate acts of terrorism,
and communication codes or deployment plans of law enforcement
or emergency response personnel;
4. (ii) Specific intelligence information and specific investigative
records shared by federal and international law enforcement
agencies with state and local law enforcement and public safety
agencies;
5. (iii) National security records classified under federal executive
order and not subject to public disclosure under federal law that are
shared by federal agencies, and other records related to national
security briefings to assist state and local government with
domestic preparedness for acts of terrorism.
6. (c) A school safety plan adopted pursuant to section 3313.536 of
the Revised Code.
b. Dublin's status as an Ohio City generally subjects the records created under this
agreement to Ohio's public records laws. However, Infrastructure records and
Security records are not public records under O.R.C. §149.433(C) and as such
IGS shall not release any of these records without the express permission of
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Dublin. IGS agrees to cooperate with Dublin in responding to public records
requests and to indemnify Dublin should IGS' failure to cooperate appropriately
result in damages of any kind to Dublin.
XL Right to Audit
a. Service Provider guarantees that the individuals employed by the Service Provider
in any capacity, including but not limited to, employees, subcontractors and
independent contractors, are authorized to work in the United States. The Service
Provider represents that it has completed the I -9 verification process for all
individuals the Service Provider has performing services for Dublin. Dublin
maintains the right to audit the Form I -9s for all individuals the Service Provider
has performing services for Dublin every six (6) months. Dublin will provide the
Service Provider with five (5) days advanced written notice of its intent to
perform a Form I -9 audit. In response to Dublin's audit request, the Service
Provider shall provide copies of all Form I -9s and any supporting documentation
for all individuals who the Service Provider had performing services for Dublin at
any time subsequent to the date upon which Dublin gave notice of the preceding
Form I -9 audit.
b. The Service Provider agrees to indemnify Dublin in accordance with the
Indemnification Section of this Agreement for any issue arising out of the Service
Provider's hiring or retention of any individual who is not authorized to work in
the United States.
XIL Taxes, Credits and Cooperation
a. Service Provider has the following identification number for income tax purposes:
31- 1286758.
b. Service Provider is subject to and responsible for the administration of all
applicable federal, state, and local taxes.
c. Dublin represents that it is a tax- exempt entity and evidence of this tax - exempt
status shall be provided to Service Provider upon written request. Service
Provider hereby further agrees to withhold all municipal income taxes due or
payable under the provisions of Chapter 35 of the Codified Ordinances of Dublin,
Ohio, for wages, salaries and commissions paid to its employees and further
agrees that any of its subcontractors shall be required to agree to withhold any
such municipal income taxes due under such chapter for Services performed
under this Agreement.
d. The parties acknowledge that the technology and services that are the subject of
this Agreement are not yet widely used and developed. Both the Federal and state
governments continue to apply various taxes and at times credits to the sale and
use of Natural Gas as an alternative vehicle fuel. In light of that constantly
changing landscape, the Parties agree as follows:
i. Credits or taxes applicable to the parties as a result of their position in this
Agreement shall be the property or responsibility of the individual party to
which they may apply.
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ii. To the extent the participation of a party is required to obtain credits that
may be available to the other, the party not eligible for the credit shall
cooperate in securing the applicable credits.
iii. The parties shall use their best efforts to reform this agreement to the
extent necessary to maximize the returns for each of them with respect to
taxes and credits that currently exist or may become applicable to the
products and services that are the subject of this Agreement.
XIIL Assignment
a. Neither party may assign this Agreement without obtaining express, written
consent from the other party prior to assignment.
XIV. Entire Agreement/Amendment
a. This Agreement constitutes the entire understanding of the parties hereto with
respect to the subject matter hereof and supersedes all prior negotiations,
discussions, undertakings and agreements between the parties. This Agreement
may be amended or modified only by a writing executed by the duly authorized
officers of the parties hereto. It is understood and agreed that this Agreement may
not be changed, modified, or altered except by an instrument, in writing, signed
by both parties in accordance with the laws of the State of Ohio.
XV. Discrimination
a. No discrimination for reason of race, religion, sex, age, or country of national
origin shall be permitted or authorized by Dublin and /or Service Provider in
connection with the Services.
b. Nothing in this Agreement shall require the commission of any discriminatory act
contrary to any law or any rules or regulations of any union, guild, or similar body
having jurisdiction over the Services of Service Provider.
XVL Governing Law/Venne
a. Any controversy or claim, whether based upon contract, statute, tort, fraud,
misrepresentation, or other legal theory, related directly or indirectly to this
Agreement, whether between the Parties, or of any of the Parties' employees,
agents, or affiliated businesses, will be resolved under the laws of the State of
Ohio, in any court of competent jurisdiction in Franklin County, Ohio.
XVIL Severability
a. If any provision of this Agreement is held invalid or unenforceable, such
provision shall be deemed deleted from this Agreement and shall be replaced by a
valid, mutually agreeable and enforceable provision which so far as possible
achieves the same objectives as the severed provision was intended to achieve,
and the remaining provisions of this Agreement shall continue in full force and
effect.
XVIIL Paragraph Headings
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a. Paragraph headings are inserted in this Agreement for convenience only and are
not to be used in interpreting this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of July,
2011.
CITY OF DUBLIN, OHIO
C
Marsha Grigsby, City Manager
IGS ENERGY
BY:
ITS:
Approved as to Form:
Stephen J. Smith, Law Director
CERTIFICATION OF FUNDS
I hereby certify that the funds required to meet the City's obligation, payment, or
expenditure under this Agreement have been lawfully appropriated or authorized for such
purpose and are free from any obligation now outstanding.
Director of Finance
Date
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Exhibit "A"
Pricing Example
NYMEX price per Dth 1
IGS Agreement price adder per Dth
IGS charges to Dublin per Dth
Conversion factor for Dth to Mcf 2
"Base Fuel Cost" I IGS charges to Dublin per Mcf
Columbia Gas of Ohio distribution charges per Mcf 3
"Base Fuel Cost" in Mcf
Conversion factor for Mcf to GGE 4
"Base Fuel Cost" per GGE
Dublin administrative fee for "Operating Expenses" per GGE
Applicable taxes, if any, per GGE
$ 4.28
+ 1.90
$ 6.18
x 1.034
$ 6.39
+ 1.47
$ 7.86
8.475
$ 0.93
$ 0.50
+ 0.00
IGS fee per GGE + 0.20
Price to "End Use Customer" in GGE 1.48
This is the May 2011 NYMEX price as of 4:20 p.m. on April 19, 2011. The monthly settlement price
for May 2011 has not yet been established.
2 This is Columbia Gas of Ohio's heat content -to- volume conversion factor for GTS accounts as of April
19, 2011. The conversion factor for choice accounts is 1.0242, which in this example would result in
IGS charges to Dublin of $ 6.33 per Mcf.
3 This assumes no PIPP charge (which would add approximately $0.02 per GGE for both GTS and
choice accounts). The distribution charges were calculated for a GTS account consuming 7,000 Mcf
annually. The distribution charges would be greater for a choice account consuming 2,000 Mcf
annually —but partially offset by the lower conversion factor identified in the footnote above, resulting
in a net increase of $0.49 per Mcf compared to the sample GTS account.
° This GGE conversion factor is based on (a) one GGE being equal to 114,118.8 BTU (see the
National Conference on Weights and Measures), and (b) Columbia Gas of Ohio's heat -to- volume
conversion factor for GTS accounts as of April 19, 2011. This yields a result of 1 Mcf = 8.475 GGE.
For choice accounts, the result would be 1 Mcf = 8.556 GGE, yielding a "Base Fuel Cost" that is
$0.06 higher per GGE than for the GTS account.
11
FORINSTRUCTIONAL USE ONLY * * * * * * * * * * * * * * * * * * * * * **
I:� �e1 �l:l � 7i7:� �K�]►�il � � � � I �[HY�lIJ:a �]►�ile\ 7i7:�►�il
Forms not conforming to the specifications listed below or not submitted to the
appropriate agency or office will not be processed.
To complete this form, you will need a copy of the Terrorist Exclusion List for
reference. The Terrorist Exclusion List can be found on the Ohio Homeland Security
Web site at the following address:
http: / /www.homelandsecurity .ohio.gov /dma /dma.asp
Be sure you have the correct DMA form. If you are applying for a state issued
license, permit, certification or registration, the "State Issued License" DMA form
must be completed (HLS 0036). If you are applying for employment with a
government entity, the "Public Employment" DMA form must be completed (HLS
0037). If you are obtaining a contract to conduct business with or receive funding
from a government entity, the "Government Business and Funding Contracts" DMA
form must be completed (HLS 0038).
Your DMA form is to be submitted to the issuing agency or entity. "Issuing agency or
entity" means the government agency or office that has requested the form from you
or the government agency or office to which you are applying for a license,
employment or a business contract. For example, if you are seeking a business
contract with the Ohio Department of Commerce's Division of Financial Institutions,
then the form needs to be submitted to the Department of Commerce's Division of
Financial Institutions. Do NOT send the form to the Ohio Department of Public
Safety UNLESS you are seeking a license from or employment or business contract
with one of its eight divisions listed below.
Department of Public Safety Divisions
Administration Ohio Homeland Security*
Ohio Bureau of Motor Vehicles Ohio Investigative Unit
Ohio Emergency Management Agency Ohio Criminal Justice Services
Ohio Emergency Medical Services Ohio State Highway Patrol
* DO NOT SEND THE FORM TO OHIO HOMELAND SECURITY UNLESS
OTHERWISE DIRECTED. FORMS SENT TO THE WRONG AGENCY OR ENTITY
WILL NOT BE PROCESSED.
* * * * * * * * * * * * * * * * * * * * * ** FOR INSTRUCTIONAL USE ONLY***************************
12
r OHIO DEPARTMENT OHIO DEPARTMENT OF PUBLIC SAFETY
OF PUBLIC SAFETY DIVISION OF HOMELAND SECURITY
" ° ° ° "'.. " " "" ° " - http:/ /vvw..homeIandsecurity.ohio.gov
GOVERNMENT BUSINESS AND FUNDING CONTRACTS
In accordance with section 2909.33 of the Ohio Revised Code
DECLARATION REGARDING MATERIAL ASSISTANCE /NONASSISTANCE TO A TERRORIST ORGANIZATION
This form serves as a declaration by an applicant for a government contract or funding of material assistance /nonassistance to an
organization on the U.S. Department of State Terrorist Exclusion List ( "TEL "). Please see the Ohio Homeland Security Division Web site
for a copy of the TEL.
Any answer of "yes' to any question, or the failure to answer "no to any question on this declaration shall serve as a disclosure that
material assistance to an organization identified on the U.S. Department of State Terrorist Exclusion List has been provided. Failure to
disclose the provision of material assistance to such an organization or knowingly making false statements regarding material
assistance to such an organization is a felony of the fifth degree.
For the purposes of this declaration, "material support or resources' means currency, payment instruments, other financial securities,
funds, transfer of funds, financial services, communications, lodging, training, safe houses, false documentation or identification,
communications equipment, facilities, weapons, lethal substances, explosives, personnel, transportation, and other physical assets,
except medicine or religious materials.
COMPLETE THIS SECTION ONLY IF YOU ARE AN INDEPENDENT CONTRACTOR
LAST NAME
FIRST NAME
MI
HOMEADDRESS
CITY
STATE
ZIP
COUNTY
HOME PHONE
WORK PHONE
COMPLETE THIS SECTION ONLY IF YOU ARE A COMPANY, BUSINESS OR ORGANIZATION
BUSINESS /ORGANIZATION NAME
PHONE
BUSINESS ADDRESS
CITY
STATE
ZIP
COUNTY
BUSINESS /ORGANIZATION REPRESENTATIVE NAME
TITLE
DECLARATION
In accordance with section 2909.32 (A)(2)(b) of the Ohio Revised Code
For each question, indicate either "yes," or "no" in the space provided. Responses must be truthful to the best of your knowledge.
1. Are you a member of an organization on the U.S. Department of State Terrorist Exclusion List?
❑ Yes
❑ No
2. Have you used any position of prominence you have with any country to persuade others to support an organization on the U.S.
Department of State Terrorist Exclusion List?
❑ Yes
❑ No
3. Have you knowingly solicited funds or other things of value for an organization on the U.S. Department of State Terrorist Exclusion
List?
❑ Yes
❑ No
4. Have you solicited any individual for membership in an organization on the U.S. Department of State Terrorist Exclusion List?
❑ Yes
❑ No
5. Have you committed an act that you know, or reasonably should have known, affords "material support or resources" to an
organization on the U.S. Department of State Terrorist Exclusion List?
❑ Yes
❑ No
6. Have you hired or compensated a person you knew to be a member of an organization on the U.S. Department of State Terrorist
Exclusion List, or a person you knew to be engaged in planning, assisting, or carrying out an act of terrorism?
❑ Yes
❑ No
If an applicant is prohibited from receiving a government contract or funding due to a positive indication on this form, the applicant
may
request the Ohio Department of Public Safety to review the prohibition. Please seethe Ohio Homeland Security Web site for information
on how to file a request for review.
CERTIFICATION
I hereby certify that the answers I have made to all of the questions on this declaration are true to the best of my knowledge. I
understand that if this declaration is not completed in its entirety, it will not be processed and I will be automatically
Memo re.
[Date}
Page 14 of 14
disqualified. I understand that I am responsible for the correctness of this declaration. I understand that failure to disclose the
provision of material assistance to an organization identified on the U.S. Department of State Terrorist Exclusion List, or
knowingly making false statements regarding material assistance to such an organization is a felony of the fifth degree. I
understand that any answer of "yes" to any question, or the failure to answer "no" to any question on this declaration shall
serve as a disclosure that material assistance to an organization identified on the U.S. Department of State Terrorist
Exclusion List has been provided by myself or my organization. If I am signing this on behalf of a company, business or
organization, I hereby acknowledge that I have the authority to make this certification on behalf of the company, business or
organization referenced above on of this declaration.
APPLICANT SIGNATURE DATE
X
14