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Signed Contract_Black Hills Energy Natural Gas Motor Vehicle Incentive Copyrighted March 6, 2017 City of Dubuque Consent Items # 14. ITEM TITLE: Signed Contracts SUMMARY: Natural Gas Motor Vehicle Incentive Agreement with Black Hills Energy/ Iowa Gas Utility Company, LP; ECIA Contract Amendments for Bus Storage Facility and the Dubuque Intermodal Center; Dubuque Area Labor- Management Council Federal Building Lease Agreement SUGGESTED DISPOSITION: Suggested Disposition: Receive and File ATTACHMENTS: Description Type Black Hills Energy/ Iowa Gas Utility Co. Agreement Supporting Documentation ECIA- Contract Amendment for Bus Storage Facility Supporting Documentation ECIA- Contract Amendment for Dubuque Intermodal Supporting Documentation Center DALMC Federal Building Lease Supporting Documentation NATURAL GAS MOTOR VEHICLE INCENTIVE AGREEMENT I. INTRODUCTION This Natural Gas Motor Vehicle Incentive Agreement ("Agreement") is between Black Hills/Iowa Gas Utility Company, LP d/b/a Black Hills Energy (hereinafter "Black Hills Energy") and City of Dubuque, Iowa (hereinafter "Customer"), for financial incentives (hereinafter "Incentive") for purchasing a natural gas vehicle or vehicles(hereafter"NGV")that operates on compressed natural gas(hereafter"CNG"),or converting a motor vehicle or vehicles to an NGV to use CNG. H. GENERAL A.. The Agreement is limited to purchase or conversion of commercial NGV fleet vehicles of Customers or businesses who intend to use as a primary source of fuel,CNG provided by Black Hills Energy or a CNG fuel station served with natural gas provided by Black Hills Energy. Black Hills Energy recognizes that Customer may,from time to time,need to fuel its NGVs at CNG fuel stations other than described above,but requires Customer to fuel its NGVs with CNG at a CNG fueling station consuming natural gas provided by Black Hills Energy to the extent reasonably possible B. The Customer agrees to purchase one or more NGVs or to convert one or more fleet motor vehicles to CNG and Black Hills Energy agrees to provide an Incentive pursuant to the terms and conditions of this Agreement. j a C. All applicable Black Hills Energy gas rules in effect at the time of execution and any amendments thereto during the term of this Agreement are incorporated into this Agreement by reference and go into effect upon receipt by Customer. This Agreement will be governed by Nebraska law. Customer agrees to abide by the terms of the Incentive schedule and any successor schedules,as well as all applicable rates,terms,and conditions,if any,contained in Black Hills Energy's gas tariffs. i III. TERM The term of this Agreement shall commence upon final approval and execution by Black Hills Energy. The Agreement shall continue for the initial term of three (3) years, and may be renewable for an additional one year term upon agreement of the parties to be negotiated at least sixty(60)days prior to the end of the initial term. IV. PURCHASE OR CONVERSION INCENTIVE N R A.. Black Hills Energy will provide an Incentive to Customer for purchasing an NGV or vehicles,and/or for the conversion of a motor vehicle or vehicles to CNG. The natural gas vehicle can either be dedicated(100%CNG),bi- fuel(CNG and gasoline),or dual fuel(CNG and diesel). B. The NGV purchase or motor vehicle conversion Incentive shall be determined as follows: • Customer agrees to acquire and/or convert five (5) city fleet vehicles to compressed natural gas as follows: o Black Hills Energy will provide Customer a NGV incentive equal to fifteen thousand dollar ($15,000) to be paid to Customer prior to 12/31/2016 conditioned upon Customer further requirement to acquires or converts one (1) light duty half-ton pick-up truck; one (1) Ford F-350 light duty dump truck and one (1) 56,000 GVW tandem axle dump truck prior to April 30, 2017. As a futher condition of qualification for the NGV incentive, upon request of Black Hills Energy, Customer shall provide Black Hills Energy with documented proof of ownership of the acquired or converted NGV vehicles described herein. o Black Hills Energy will also provide Customer an additional NGV incentive equal to twenty-eight thousand dollars ($28,000) conditioned upon Customer further 1 1 requirement to acquire two (2) fully dedicated CNG fueled solid waste refuse trucks or CNG fueled vehicles of equal size and capacity by 12/31/2018. As a futher condition of qualification for the NGV incentive,upon request of Black Hills Energy,Customer shall provide Black Hills Energy with documented proof of ownership of the acquired or converted NGV vehicles described herein. • NGV Incentives provided by Black Hills Energy to Customer for subsequent vehicles purchased or converted to CNG by Customer will be determined by Black Hills Energy in its sole discretion,and based upon results of an economic feasibility analysis performed by Black Hills Energy. C. All NGV purchases or motor vehicle conversions to use CNG must be approved by Black Hills Energy prior to a Customer qualifying for the CNG Incentive payment set forth in this Agreement. V. OTHER INCENTIVES A.. Black Hills Energy may provide other financial Incentives to a Customer for vehicle wraps and/or other signage that is permanently affixed to the Customer's natural gas vehicle that promotes CNG, and/or for providing services that help market CNG. B. The other Incentives shall be as follows: • Incentive for vehicle wraps and/or signage will be for partial cost of the vehicle wrap up to a maximum of$500 each. VI. TERMINATION A. Either party has the right to terminate this Agreement if the other party fails to perform as required in this Agreement. Termination rights under this section may be exercised only after the non-breaching party notifies the breaching party of the failure to perform in writing upon giving the other party thirty (30) days written notice B. Black Hills Energy reserves the right to immediately terminate this Agreement as a result of the Customer's unsafe fueling and/or driving practices at a Black Hills Energy designated fueling station. C. Prior to the purchase of an NGV or conversion of a motor vehicle to use CNG,Black Hills Energy has the right to terminate this Agreement for any reason for its own convenience. If Black Hills Energy terminates this Agreement for convenience, Black Hills Energy shall provide Customer with thirty(30) days written notice of the termination. VII. COMMUNICATIONS A. Any formal communications concerning Incentive requests shall be in writing or in electronic form via an email or an internet message. Either party must designate by written notice any change of address to which formal communications should be sent.Formal communications shall be deemed effective when received. Written communications can be delivered either by hand or by certified delivery to the appropriate address,as follows: To the Customer: Name: Mr.John Klostermann Title: City of Dubuque,IA Public Works Director Address: 925 Kerper Court Dubuque,IA 52001-4250 Phone: (563)589-4250 2 E-mail: jklostergcityofdubuque.org To Black Hills Energy: NGV Program Manager Attn: Tim Hess 2330 N.Hoover Rd. Wichita,KS 67205 Phone: (316)316-1653 E-mail: tim.hesskblackhillscorp com VIII. INDEMNIFICATION. A.. Each party("Indemnifying Party") will indemnify,hold harmless and defend the other party and its affiliates, j officers,directors,shareholders,agents,employees,and representatives("Indemnified Party")from all claims,liabilities, r fines,interest,costs,expenses and damages(including reasonable attorney fees)incurred by the Indemnified Party for any damage,injury,death,loss or destruction of any kind to persons,property or the environment,to the extent the damage, injury, death, loss or destruction arises out of any act or omission of the Indemnifying Party or any of its servants, 1 representatives,agents,employees or subcontractors. i B. This section will not require the Indemnifying Party to indemnify or hold harmless the Indemnified Party for any losses, claims, damages, and expenses arising out of or resulting from the sole negligence of the Indemnified Party. Customer does not waive its governmental immunity by entering into this Agreement and fully retains all immunities and defenses provided by law. This section survives any termination of this Agreement. Neither the Customer nor Black Hills hi Energy are liable to each other for any special,consequential,incidental,indirect,punitive,or exemplary damages in any j way arising from or related to the performance of this Agreement. 7 C. Having considered the risks and potential liabilities that may arise out of this Agreement, the benefits of the purchase or conversion of NGVs, and in specific consideration of the promises contained in this Agreement and other valuable consideration receipt of which is acknowledged,Black Hills Energy and Customer agree that,neither Black Hills Energy nor Customer are liable to each other for any special, consequential,incidental, indirect,punitive, or exemplary damages in any way arising from or related to the performance of this Agreement. D. Customer shall carry on the purchases of NGVs or conversions of vehicles to CNG at its own risk. Nothing in this Agreement, including the payment of Incentives pursuant to the terms and conditions of the Agreement shall be deemed or considered as creating responsibility of Black Hills Energy, in any form or manner, with the purchase, conversion,operation,repair costs,replacement costs,or maintenance of the NGVs by Customer. Any accident,loss or damage caused to Customer,its employees, or others solely by an act or omission of Customer, along with any loss or damage to the NGVs,Customer,its employees,or others shall be borne solely by Customer. IX. INSURANCE COVERAGE REQUIREMENTS Customer shall maintain at its sole cost and expense during the Term of this Agreement,with insurers satisfactory to Black Hills Energy and licensed to do business in the jurisdiction where NGVs are operated using CNG and fueling at CNG fueling stations or CNG fuel stations connected to the distribution system of Black Hills Energy. The minimum insurance coverage set forth below: A. Commercial General Liability Insurance. Customer shall maintain commercial general liability with a limit of not less than$1 million each occurrence and$2 million aggregate. Among other coverage,the policy shall cover liability arising from the conversion and operation of NGVs using CNG,personal injury,and liability. 3 B. Automobile Liability. Customer shall maintain automobile liability with a limit of not less than$1,000,000 each accident arising from the purchase or conversion or operation of an NGV. Such insurance shall cover liability arising out of the use of any NGV including owned,hired,and non-owned NGVs. C. Umbrella or Excess Liability Insurance. Umbrella or excess liability insurance in excess of Employers Liability, General Liability and Automobile Liability with a limit of not less than$1 million per occurrence.Any aggregate limits on this policy shall not be impaired as of the date the Customer commences the purchase or conversion of NGVs using CNG. D. Policy Requirements. All policies,with the exception of workers'compensation insurance policies, shall name Black Hills Energy,its affiliates,officers,directors,shareholders,agents,employees,and representatives as an additional insured and shall contain a severability of interest provision. All policies shall waive subrogation. The insurance applies on a primary and non-contributory basis with respect to any other insurance or self-insurance available to Black Hills p Energy. Any deductibles or self-insured retentions carried by Customer are the sole responsibility of Customer. Any combination of primary and excess liability insurance amounts shall be acceptable in order to satisfy this requirement. E. Evidence of Insurance. Prior to the payment of Incentives under this Agreement and upon any change in insurers or material change to policies,Customer shall furnish Black Hills Energy with a certificate of insurance executed by a duly authorized representative of each insurer,showing compliance with the insurance requirements set forth herein. Customer Q shall deliver the certificate to Black Hills Energy. F. Notice. Customer shall provide a minimum of thirty(30)days advance written notice to Black Hills Energy in the event of cancellation,material change or non-renewal of the policy. X. RIGHT TO NGV CNG DATA AND TAXES. A. Black Hills Energy has the right to collect, use, or distribute all vehicle performance data relating to the I� Customer's natural gas vehicle operations. B. Customer is solely responsible for and shall properly account for and pay all taxes that arise as part of the purchase of its NGV,the conversion of a motor vehicle to an NGV,or receipt of the CNG Incentive payments paid by Black Hills Energy to Customer under this Agreement. XI. ENVIRONMENTAL AND SAFETY COMPLIANCE. b �d A. Customer shall observe and comply with all federal, state and local environmental laws,rules, regulations, policies,and orders. Customer is solely responsible for violation of environmental laws,rules,regulations,policies,and orders related to the purchase of an NGV or conversion of a motor vehicle to use CNG. B. Customer shall comply with all applicable local,state and federal safety laws,regulations,ordinances and codes related to conversion of a motor vehicle to NGV or related to the operation of NGVs. Customer shall take all reasonable and necessary safety precautions for the prevention of accidents and injury to persons and property. Customer hereby represents that all employees, agents and representatives, including Customer's subcontractors' employees,who will operate NGVs and who fuel at CNG fuel stations using natural gas or CNG provided by Black Hills Energy are trained in the use of CNG in NGV vehicles. Customer shall be responsible for requiring its employees to comply with any reasonable instructions or training when using CNG from fuel stations operated by Black Hills Energy. XH. EXHIBITS The attached Exhibits are subject to the terms and conditions set forth in this Agreement,and are hereby incorporated herein by reference. Any conflict between the terms of this agreement and the Exhibit shall be construed in favor or the Exhibit. XIII. FEDERAL AND STATE JURISDICTION 4 I This agreement is subject to and controlled by any applicable federal,state,or local law,governmental regulations of any agency holding subject matter jurisdiction over this agreement,or any applicable Company tariff,policy, practice or procedure. The terms and conditions of this agreement may be unilaterally changed by Company from time to time when deemed appropriate or necessary to revise the agreement to ensure compliance with a change in applicable statutes,governmental regulations,or Company tariff;policy,practice or procedure. IN WITNESS WHEREOF,Black Hills Energy and Customer do hereby execute this Agreement. BLACK HI LS E ERGY By: Title: NG gram Manager ,tom h Date:_ -/ ®/ �r CUSTOMER Title: Date: n a p 5