Clean Fuels Ohio/Fleet Partner Agreement (2)JAQ
FLEET PARTNER AGREEMENT
THIS FLEET PARTNER AGREEMENT (the "Agreement") executed this 29th day of August,
2016 (the "Execution Date"), by and between Clean Fuels Ohio, an Ohio non-profit corporation
("CFO"), and the Consolidated City of Carmel Indiana, a(n) municipality (the "Fleet Partner"),
either or both of which may be hereinafter referred to as the Party or Parties, respectively.
RECITALS
A. CFO has been awarded funding by the US Department of Energy (the "DOE") to
implement an alternative fuel vehicle ("AFV") demonstration program in Ohio, Michigan and
Indiana titled the "Midwest DRIVES Initiative" (the "Demonstration Project"). The terms and
conditions of the Demonstration Project are set forth the DOE Assistance Agreement, which is
attached hereto as Exhibit A and incorporated herein by reference (the "DOE Agreement").
B. In furtherance of the Demonstration Project, CFO has obtained commitments from
Derives Systems for technology and/or software system ("System Provider") to provide
Q powertrain calibration software for use by public and private fleets, pursuant to certain
provider agreements (the "Provider Agreements") and subject to the System Provider
requirements set forth in Exhibit B, attached hereto.
C. The Fleet Partner desires to participate in the Demonstration Project through the use of
such technology or software system, and CFO desires to include the Fleet Partner in the
Demonstration Project, all on those terms and conditions set forth in this Agreement.
PROVISIONS
NOW, THEREFORE, for good and valuable consideration, the receipt and legal
sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Defined Terms. All capitalized terms not otherwise defined in this Agreement
shall have the definition set forth below or as set forth elsewhere in this Agreement:
(a) Confidential Information. "Confidential Information" shall mean all
Demonstration Project intellectual property, financial statements, books and records, documents,
employee data, vendors, customers, marketing studies, strategic plans, profits, costs, pricing, and
all other written (or other forms of media) or oral information which a Party and/or its affiliates
consider confidential, but shall not include information (i) which was known to the public or. in
the published literature prior to the disclosure or making available of such information to the
receiving Party, (ii) which, subsequent to the time of the disclosure or making available of such
information to the receiving Party, becomes known to the public or in the published literature
through no fault of the receiving Party, (iii) is lawfully acquired by the receiving Party from a
third Party who is not in breach of any confidentiality agreement with the disclosing Party with
respect to such information, or (iv) which the disclosing Party consents in writing to the
receiving Party's disclosure.
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(b) Demonstration Project Intellectual Property. Demonstration Project Intellectual
Property shall mean any IP directly contemplated by and resulting from the Demonstration
Project and the data and information accumulated and gathered in connection therewith.
(c) Improvements. "Improvement" shall mean all rights and interest, both tangible
and intangible, in or with respect to any improvement, development, enhancement, adaptation or
advancement derived from, connected with or relating to the subject IP.
(d) IP. "IP" shall mean patents, patent applications, copyrights, trademarks, trade
names, trade secrets, know-how, processes, procedures, techniques, designs, inventions, designs,
developments, compositions, software, data, information, statistics and all other intangible rights.
2. Inclusion as Fleet Partner. The Fleet Partner hereby agrees to participate in the
Midwest DRIVES Initiative, and to use the software and/or technology systems ("Demo
System") set forth on Exhibit B, in the course of its normal fleet operations and in accordance
with the terms and conditions of this Agreement and the DOE Agreement. This Agreement and
the right and obligations set forth herein are further subject to those terms and conditions and
further agreements set forth in Exhibit C. The Fleet Partner has closely reviewed and considered
the terms, conditions and provisions of the DOE Agreement and additional terms and conditions
set forth in Exhibits B and C. and agrees to be bound by and strictly adhere to them. In addition
to those specific requirements and standards set forth elsewhere in this Agreement, the Fleet
Partner shall:
(a) Promptly meet all schedules and deadlines set -forth herein and further outlined in
Exhibit C.
(b) Comply at all times with all applicable federal, state and local laws, rules,
regulations, ordinances, orders and directives, in connection with its use of the Demo System and
performance hereunder.
(c) The Demo System shall be used exclusively in the Territory or Geographic
Restrictions as outlined in Exhibit B.
(d) All the Demo Systems shall be used only in the course of normal fleet
transportation operations consistent with the Fleet Partner's customary business (and for no other
purpose) and by the Fleet Partner's employees and any agents expressly authorized by CFO in
advance.
(e) Ensure that its employees and agents (to the extent authorized) operating vehicles
with such Demo Systems are (i) properly licensed and certified to operate the Vehicles utilizing
the Demo System under all applicable laws and regulations, (ii) experienced, trained and
competent to operate the Vehicles, and (iii) do not have a criminal history or other history of
excessive traffic violations.
(f) Make itself reasonably available for consultations, conferences and meetings with
CFO personnel and third parties designated by CFO including but not limited to Clean Cities
Coalition project partners and CFO contractors, to discuss the Demonstration Project and related
matters, upon CFO's request.
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3. Data. (a) CFO, its partners or agents will be responsible for equipping Fleet
Partner Vehicles with such data logging equipment as is necessary for conducting the
Demonstration Project (the "Data Logging Equipment") and the Fleet Partner shall not acquire
any interest in or to such equipment. The Fleet Partner agrees to all terms and conditions of this
Agreement pertaining to the use, data reporting and operation of the Data Logging Equipment
under this Agreement and the DOE Agreement. The Fleet Partner will ensure that Data Logging
Equipment is operated in accordance with instructions for use provided by CFO and/or its
partners or agents under this Agreement and shall not tamper with or disable the Data Logging
Equipment. The Fleet Partner shall use its commercially reasonable effort to ensure the safety
and security of the Data Logging Equipment and shall be responsible for the cost to repair or
replace the Data Logging Equipment should the same be damaged or stolen while in use by the
Fleet Partner. The Fleet Partner shall notify (as soon as practicable and no later than within
twenty-four (24) hours, unless on weekends and then notice shall be given as soon as practicable
on the following business day) CFO and/or its partner or agent designated under this Agreement
to receive such notice of any Demo System and/or Data Logging Equipment damage,
malfunction or failure to perform. The Fleet Partner will grant CFO and its partners and agents
immediate access to the Demo System and, should a malfunction of the Data Logging
Equipment occur that requires repair. The Fleet Partner shall not attempt to repair any Demo
System or Data Logging Equipment. (b) Fleet Partner agrees to log and provide CFO, its
partners or agents, as requested, qualitative Demo System use information such as driver
experience and general information about vehicle handling and performance and any other
information as set forth in Exhibit C.
4. Demo System Ownership and Maintenance. The Demo System will remain the
property of the System Provider and the Fleet Partner shall acquire no ownership to or interest in
any Demo System as a result of this Agreement. CFO shall work with System Providers to
ensure that Demo System(s) are installed in good working condition. If applicable, the Fleet
Partner will ensure that the Demo System is operated in accordance with instructions for use
provided by CFO and/or its partners or agents under this Agreement and shall not tamper with or
disable the Demo System. If the Demo System includes equipment to be installed in Fleet
Partner's vehicles, Fleet Partner shall use its commercially reasonable effort to ensure the safety
and security of the Demo System equipment and shall be responsible for the cost to repair or
replace the Demo System equipment should the same be damaged due to improper operation by
Fleet Partner or stolen while in use by the Fleet Partner.
5. Insurance. The Fleet Partner shall provide proof of insurance and is responsible
for damages.
6. Reporting Obligations. On a no less than monthly basis, the Fleet Partner shall
provide CFO with a written report detailing the use and performance of the Demo System and
such other information as CFO may reasonably request, all in such format as CFO shall provide
to the Fleet Partner. In addition, Fleet Partner shall comply with all reporting obligations set
forth in Exhibit C.
7. Intellectual Property. The Fleet Partner acknowledges and agrees that it shall not
acquire any ownership of or right or interest to any Demonstration Project Intellectual Property
used in connection with or resulting from the Demonstration Project. In the event that Fleet
Partner contends that any information being submitted constitutes a Trade Secret under
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applicable law and is confidential, Fleet Partner is required to clearly and promptly identity to
CFO such trade secret prior to the time they are submitted to CFO or incorporated into any
deliverable or used in proving any information or report hereunder.
8. Information Sharing. CFO will ensure that Fleet Partner is provided with data
collected and if applicable, any final report generated in connection with the Demonstration
Project and which pertains to Fleet Partner's use of Demo System(s) under this Agreement.
9. Term and Termination.
(a) Term. The term of this Agreement shall commence on the Effective Date through
the date set forth on Exhibit C (the "Term"), unless earlier terminated as provided herein.
Specific terms for the provision and use of each Demo System are set forth in Exhibit B (each a
"System Term") and any System Term shall terminate no later than the end of the Term
(including as earlier terminated as described below). The Fleet Partner agrees to keep the Demo
System in active use throughout the Term. The Term and System Term may be extended upon
CFO's reasonable request in order to complete any outstanding data gathering relating to the
Demonstration Project, but in no case such any extension be for longer than three (3) months
without the Fleet Partner's consent.
(b) Termination for Convenience. CFO shall have the right to terminate this
Agreement at any time for any reason or no reason effective upon ten (10) days' written notice to
the Fleet Partner.
(c) Default by Fleet Partner. CFO shall have the option to terminate this Agreement
effective upon written notice to the Fleet Partner upon any of the following events of default:
(i) The Fleet Partner commits or permits a breach of, or default in, any of its
duties, liabilities or obligations hereunder and fails to fully cure or remedy such failure, breach or
default within five (5) days after written notice from CFO to the Fleet Partner specifying the
nature of such failure, breach or default; or
(ii) The Fleet Partner shall file a voluntary petition in bankruptcy, or shall be
adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute or law relating to bankruptcy, insolvency or other relief for debtors,
whether federal or state, or shall seek, consent to or acquiesce in the appointment of any trustee,
receiver, conservator or liquidator of the Fleet Partner or of all or any substantial part of its
properties (the term "acquiesce," as used herein, being deemed to include, but not be limited to,
the failure to file a petition or motion to vacate or discharge any order, judgment or decree
providing for such appointment within the time specified by law); or a court of competent
jurisdiction shall enter an order, judgment or decree approving a petition filed against the Fleet
Partner seeking any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute or law relating to bankruptcy,
insolvency or other relief for debtors, whether federal or state;
(d) Termination of Underlying Contracts. This Agreement shall automatically
terminate without constituting a default or breach on the part of either Party upon the termination
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of either the DOE Agreement or the Provider Agreement applicable to the Demo System for any
reason.
(e) Survival. Sections 4, 7, 8, 9, 11 and 14 shall survive the termination of this
Agreement.
10. Representations.
(a) CFO's Representations, Warranties and Covenants. CFO hereby represents,
warrants and covenants to the Fleet Partner as follows:
(i) it is duly authorized to enter into this Agreement and has taken all
necessary corporate action to obtain such authorization and that no consent of, or notice to, any
other individual, private entity or governmental authority is required in connection with the
execution, delivery, and performance of this Agreement; and
(ii) this Agreement, when properly executed by both Parties, will constitute a
legal, valid and binding agreement, enforceable by the Fleet Partner in accordance with its terms.
(b) Fleet Partner's Representations, Warranties and Covenants. The Fleet Partner
hereby represents, warrants and covenants to CFO as follows:
(i) it is duly authorized to enter into this , Agreement and has taken all
necessary action to obtain such authorization, and that no consent of, or notice to, any other
individual, private entity or governmental authority is required in connection with the execution,
delivery and performance of this Agreement;
(ii) this Agreement, when properly executed by both parties, will constitute a
legal, valid, and binding agreement, enforceable by CFO in accordance with its terms;
(iii) that it has been provided access to and has reviewed the DOE Agreement
and understands the obligations, duties and standards imposed by it upon the Fleet Partner's
performance hereunder;
11. Intentionally omitted.
12. Relationship of the Parties; Authority. The Parties shall at all times be acting and
performing as independent contractors, and this Agreement shall not be construed as creating any
partnership, joint venture, employment or similar relationship between the Parties or an
employment relationship between CFO and, any employee or contractor of the Fleet Partner. The
Fleet Partner shall have no authority to bind CFO with respect to any contract or obligation or
waive any right or interest held by CFO without CFO's prior written consent.
13. Severability. In the event that one or more of the terms and conditions of this
Agreement should be held invalid by a court of competent jurisdiction, the validity of the
remaining terms and conditions of this Agreement shall not be affected; provided, however, that
CFO may elect to terminate this Agreement if a material term or condition hereof is so deemed
invalid.
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14. Governing Law; Venue. This Agreement shall be construed in all respects to be in
accordance with, and any dispute arising hereunder shall be governed by, the substantive and
procedural laws of the State of Indiana. The Parties hereby irrevocably consent to the exclusive
jurisdiction of the courts of the State of Indiana in Hamilton County, and the United States
District Court for the Southern District of Indiana, and waive any contention that any such court
is an improper venue for enforceability of this Agreement. Notwithstanding the foregoing, to the
extent any action, claims, demand or dispute is subject to a specified venue under the DOE
Agreement, the Parties hereby agree to submit such matter to such specified venue as described
in the DOE Agreement.
15. Assignment of Contract. Neither Party may assign or transfer this Agreement or
any rights or liabilities herein, in whole or in part, without the prior written consent of the other
party, which consent shall not be unreasonably withheld.
16. Modification of Agreement. This Agreement constitutes the entire agreement
between the Parties hereto. To be effective, any modification of this Agreement must be in
writing and signed by the Party to be charged thereby.
17. Headings. The headings of the paragraphs of this Agreement are inserted for
convenience of reference only and shall not in any manner affect the construction or meaning of
anything contained herein or govern the rights or liabilities of the Parties hereto.
18. Interpretation. Whenever the context requires, all words used in the singular
number shall be deemed to include the plural and vice versa, and each gender shall include any
other gender. The use herein of the word "including," when following any general statement,
term or matter, shall not be construed to limit such statement, term or matter to the specific items
or matters set forth immediately following such word or to similar items or matters, whether or
not non -limiting language (such as "without limitation," or "but not limited to," or words of
similar import) is used with reference thereto, but rather shall be deemed to refer to all other
items or matters that could reasonably fall within the broadest possible scope of such general
statement, term or matter.
19. Notices. All notices, requests and communications required or permitted
hereunder shall be in writing and shall be sufficiently given and, deemed to have been given and
received upon personal delivery or, if mailed, upon the date mailed if sent by certified or
registered mail or a nationally recognized overnight courier service addressed as follows:
If to CFO: Clean Fuels Ohio
530 West Spring Street, Suite 250
Columbus, Ohio 43215
Attn: Sam Spofforth
With a copy to: Ice Miller LLP
250 West Street
Columbus, Ohio 43215
Attn: Sarah E. Lynn
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If to Fleet Partner: City of Carmel
3400 West 131th Street,
Carmel, Indiana 46074
Attention: Fleet Director
With a copy to: Douglas C. Haney
Corporate Counsel
One Civic Square
Carmel IN. 46032
Notice of a change in address of one of the Parties shall be given in writing to the other Party as
provided above, but shall be effective only upon actual receipt.
20. Confidentiality. The parties acknowledge that they will acquire Confidential
Information and knowledge respecting the confidential affairs of one another and their affiliates
in various phases of their businesses. The parties agree to keep secret and retain in the strictest
confidence all such Confidential Information and not to disclose the same to anyone outside such
party, whether during or after the term of this Agreement, except in the course of and to the
extent necessary to perform the obligations hereunder. Confidential Information shall be used
only to carry out the obligations of the parties hereunder and not for the benefit of any other
party or in the furtherance of any other purpose. Fleet Partner shall not disclose any information
unless it has the express right to disclose such information and if it owes no duty of
confidentiality to a third party with respect to such information. The receiving party shall (i) use
Confidential Information only for the purposes described in this Agreement or such other
purposes as the disclosing party may approve in writing, (ii) restrict access to and use of
Confidential Information to its employees and agents for whom such access and use is required
to perform hereunder and who are bound by obligations of confidentiality at least as strict as
those set forth in this Section. The obligation of confidentiality under this paragraph shall extend
for a period of ten (10) years after the disclosure of Confidential Information under this
Agreement. In the event a receiving party is required by court or administrative order, applicable
law or the DOE Agreement to disclose any Confidential Information, it may do so without
liability hereunder.
21. Third Party BeneficiarX. The applicable System Provider is expressly made a
third -party beneficiary of this Agreement and is entitled to enforce the terms and conditions set
forth therein and the obligations of the Fleet Partner thereunder. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any third party other than the
Parties and their respective permitted successors and permitted assigns, any rights or remedies
under or by reason of this Agreement.
22. Fleet Partner Required Provisions.
(a) Non-discrimination. CFO and its directors, officers, agents, employees and
contractors shall not discriminate against any employee or applicant for employment to
be employed in the performance of this Agreement, with respect to her or his hire, tenure,
terms, conditions, or privileges of employment, or any matter directly or indirectly
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related to employment, because of her or his race, sex, sexual orientation, gender identity,
religion, color, national origin, ancestry, age, disability, or United States military service
veteran status. Breach of this section shall be regarded as a material breach of this
Agreement.
(b) Conflict of Interest. CFO certifies and warrants that it nor any of its directors,
officers, agents, employees, or contractors who will participate in the performance of this
Agreement (i) has or will have any conflict of interest, direct or indirect, with the
Consolidated City of Carmel and Hamilton County, Indiana.
(c) Debarment and Suspension.
(i) CFO certifies, by entering into this Agreement, that neither it nor its
principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from or ineligible for
participation in any Federal assistance program by any Federal department
or agency, or by any department, agency or political subdivision of the
State of Indiana. The term "principal" for purposes of this Agreement
means an officer, director, owner, partner, key employee, or other person
with primary management or supervisory responsibilities, or a person who
has a critical influence on or substantive control over the operations of
CFO.
(ii) CFO certifies, by entering into this Agreement, that it does not engage in
investment activities in Iran as more particularly described in IC 5-22-
16.5.
(iii) CFO shall provide immediate written notice to the Fleet Partner if, at any
time after entering into this Agreement, CFO learns that its certifications
were erroneous when submitted, or CFO is debarred, suspended, proposed
for debarment, declared ineligible, has been included on a list or received
notice of intent to include on a list created pursuant to IC 5-22-16.5,
voluntarily excluded from or becomes ineligible for participation in any
Federal assistance program. Any such event shall be cause for termination
of this Agreement.
(iv) CFO shall not subcontract with any party which is debarred or suspended
or is otherwise excluded from or ineligible for participation in any Federal
assistance programs by any Federal department or agency, or by any
department, agency or political subdivision of the State of Indiana.
(d) Post -Employment Restrictions. CFO certifies to the Fleet Partner that no e
employee, contract employee, or contractor of CFO:
(i) Participated in any way in the solicitation, negotiation, or awarding of this
Agreement while previously employed by an agency of the City of Carmel or
Hamilton County for a period of one (1) year prior to the execution of this
Agreement;
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(ii) For a period of one (1) year after such employee ceased supervising the
administration or performance of this Agreement on behalf of an agency of
the City of Carmel or Hamilton County, shall perform any functions on
behalf of CFO under this Agreement with respect to the Fleet Partner, unless
the employee's former agency has consented to the employee's performance
for CFO in writing;
Violation of this certification shall constitute a material breach of this Agreement
and, upon such a violation, the Fleet Partner may terminate this Agreement. In
addition, upon a violation of this certification, the Fleet Partner shall report such
violation to the Office of Corporation Counsel who may, at its discretion, debar
CFO from eligibility for future city and/or county purchasing, bids, contracts,
and/or projects.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
CFO:
CLEAN FUELS OHIO,
an Ohio non-profit corporation
Its: June 12, 2017
FLEET PARTNER:
Approved and Adopted thO day of `� , 2017
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
7_�_i-7
bl/�
Mary Annrke, Member
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Date: ),5--1
Lori S. Watson, Mem r
Date: "7
EXHIBIT A
DOE ASSISTANCE AGREEMENT
[see attached]
EXHIBIT B
DEMO VEHICLE LIST AND SPECIAL TERMS AND CONDITIONS
[See Attached]
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Exhibit A
ASSISTANCE AGREEMENT
I. Award No.
2. Modification No.
3. Effective Date 14.
CFDA No.
)E-EE0007027
08/06/201581:086
5. Awarded To
3. Sponsoring Office
7. Period of Performance
;LEAN FUELS OHIO
Energy Effcy & Renewable Energy
kttn: SAM SPOFFORTH
08/06/2015
through
530 W SPRING ST
08/05/2016
3TE 250
:OLUMBUS OH 43215
3. Type of Agreement
9. Authority
10. Purchase Request or Funding Document No.
❑ Grant
See Page 2
15EE003139
Q Cooperative Agreement
❑, Other
11. Remittance Address
12. Total Amount
13. Funds Obligated
;LEAN FUELS OHIO
Govt. Share: $500,000.00
This action: $500,000.00
kttn: SAM SPOFFORTH
330 W SPRING ST
Cost Share $511,264.00
Total $500,000.00
3TE 250
:OLUMBUS OH 432152345
Total $1,011,264.00
14. Principal Investigator
15. Program Manager 16.
Administrator
Sam Spofforth / 614-884-7336
Darren L. Stevenson
DEPT OF ENERGY
sam@cleanfuelsohio.org
Phone:. 412-386-4746
NATIONAL ENERGY TECH LAB
3610 Collins Ferry Road
PO BOX 880
Morgantown WV 26507-0880
17. Submit Payment Requests To
18. Paying Office
19. Submit Reports To
Payment - Direct Payment
OR -for NETL (Morgantown)
See Attachment 2
from U.S. Dept of Treasury
U.S. Department of Energy
Oak Ridge Financial Service Center
P.O. Box 4787.
Oak.Ridge TN 37831
?0. Accounting and Appropriation Data
H. Research Title and/or Description of Project
4IDWEST DRIVES INITIATIVE: DEMONSTRATING RELIABLE INNOVATIVE VEHICLE ENERGY SOLUTIONS
For the Recipient
For the United States of America
!2. Signature of Person Authorized to Sign
25. Signature of Grants/Agreements Officer
Signature on File
!3. Name and Title
24. Date Signed
26. Name of Officer
27. Date Signed
Lisa A. Kuzniar
08/06/2015
'.ONTINUATION SHEET REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF
DE-EE0007027 2 128
LAME OF OFFEROR OR CONTRACTOR
,LEAN FUELS OHIO
TEM NO.
(A)
SUPPLIES/SERVICES
(B)
allANTITY
(C)
UNIT
(D)
UNIT PRICE
E
AMOUNT
(F)
DUNS Number: 102519092
Block 9. Authority:
PL 102-386, Energy Policy Act (EPact) of 1992,
amended by PL 109-58, EPAct 2005
Project Period: 08/06/2015 - 08/05/2017
Budget Period 1: 08/06/2015 - 08/05/2016
Budget Period 2: 08/06%2016 - 08/05/2017
Recipient Business Point of Contact:
Barbara McClung / 614-884-7336
Barbara@cleanfuelsohio.org
DOE Award Administrator:
Kellyn Cassell, 304-285-4554
kellyn.cassell@netl.doe.gov
ASAP: YES Extent Competed: COMPETED Davis -Bacon
Act: NO PI: Sam Spofforth
Fund: 05450 Appr Year: 2014 Allottee: 31 Report
Entity: 220520 Object Class: 41999 Program:
1004893 Project: 0000000 WFO: 0000000 Local Use:
0000000
JULY 2004
Exhibit B
Special Terms and Conditions for Participating Demo Vehicle(s) or Systems/Software
Midwest D.R.I.V.E.S. Initiative: Demonstrating Reliable Innovative Vehicle Energy Solutions
DE-EE0007027
The Software Provider, Derive Systems desires to participate in the Demonstration Project by providing AFV's
for use by. Fleet Partners pursuant to Fleet Agreement, and desires to facilitate such relationships, including the
following special terms and conditions set forth in this Exhibit.
1. Defined Demo Software and Associated Data Loggers(s). The following implements are
dedicated to this project:
(a) Scope l (Demo Software Only/Data Loggers Provided by Clean Fuels Ohio): Derive Systems will
provide software for each data loggers allotted. In general, we expect to have 4 to 6 vehicles in the
test based upon the scarcity of data loggers, split 50/50 between control and treatment, for each
participating entity. If more data loggers -are available, we will support with corresponding demo
software.
(b) Scope 2 Demo Software and Data Loggers both provided by Derive Systems Derive will have no
less than 4 vehicles monitored for any single entity participating in a demonstration,. these vehicles
will be split 50/50 between control and treatment.
2. Defined Demo Vehicle(s) Parameters. The vehicles dedicated to this project shall comply with
the following parameters:
(a) Overall Project Timeframe: Derive is committed to any maximum length, minimum timeframe for a
single iteration is 90 days.
(b) Fleet Demonstration Periods:
a. Scope 1 equal to overall project timeframe.
b. Scope 2 equal to 60 — 90 days for each iteration. This timeframe is based upon the independent
contractual limitation that Derive has with FleetCarma, Vision Fleet's data logger service provider.
(c) Geographic Restrictions: None
(d) . Vehicle Mileage Restrictions: None
(e) Additional Restrictions: Limited to light-duty and medium -duty trucks, vans, and law enforcement
vehicles produced by Ford and GM from 2008 to 2015, with minor exceptions.
Vehicle Gross Weight
Example
Weight
Avg. MPG
.Class 1
SUV Mini Pickup
< 6,000 lbs.
22.5 mpg
Exhibit B
Special Terms and Conditions for Participating Demo Vehicle(s) or Systems/Software
Midwest DA.I.V.E.S. Initiative: Demonstrating Reliable Innovative Vehicle Energy Solutions
DE-EE0007027
Class 26,001-10,000
Example
lbs.
12.5 mpg
1
Cars, On ly
$199.00
$249.00 :.
2
Crew Size Pickup Full Size. Pickup utility Van
$299.00
$349.00
Class 310,001-14,000
Poi&& NO&O
lbs.
10.5 mpg
3
Mini. Bus Walk In
$349.00
$399.00
Class 4
O� , P01O'
14,001-16,000 lbs.
9.5 mpg
5
Landscape utility Large Walk In City Delivery
$425.00
$475.00
Class 5
1&0 WO POKOk
.16,001-19,500 lbs.
9 mpg
Bucket City. Delivery Large Walk In
Fixed Upfront Pricing Model (FUN — Speed -Only:
Class Remark Speed -Only MSRP
Speed LD Class 1-4 $179
Speed;MD Class 5-6 $249
Speed HD Class 7-8 $899
Fixed Upfront Pricing Model (FUP) — Fuel Economy
Class
Example
Speed & Idle MSRP
Full Economy MSRP
1
Cars, On ly
$199.00
$249.00 :.
2
Full Size Pick-up
$299.00
$349.00
--__- PPV
-----Law Enforcement
$329.00 .-
— ----$379.00'-_�---
3
Mini -Bus
$349.00
$399.00
„.4 ••..Walk-ins
$349,00
$399.00 re'
5
Large Walk-in
$425.00
$475.00
2
Exhibit B
Special Terms and Conditions for Participating Demo Vehicle(s) or Systems/Software
Midwest D.R.I.V.E.S. Initiative: Demonstrating Reliable Innovative Vehicle Energy Solutions
DE-EE0007027
FUP provisos:
All prices above exclude any applicable taxes
Software licenses will be sold to end-users at product MSRP
- End-user prices that are below MSRP must remain confidential between the end-user, reseller, and Derive (if
applicable)
Hardware devices are $150 each..This fee is waived if more than 5 licenses are purchased (> 5 licenses). All
software licenses require proprietary hardware in order to complete the upload process. While the hardware
may appear similar, the firmware inside each Derive Systems' device is OEM specific.
- Example: A client who purchases 5 Ford software licenses and 5 GM licenses would require two
devices, one for the Fords and one for GMs, incurring a two separate $150 charges.
3. Vehicle Title/Plating/Re2istration Provisions. The vehicles dedicated to this project shall
comply with the following parameters:
(a) N/A
4. Vehicle Distribution Arrangements. The vehicles dedicated to this project shall comply with
the following parameters:
(a) Local Distributor/Dealer Networks: Derive will provide technicians for both demo software and data
logger installs.
(b) Other Transport/Distribution Arrangements: Entity vehicles must be available during a one day period
for installation. Derive requests 5 working days of notification to schedule tech. visit for install
(c) Equipment Installation/Removal Provisions: Participating entities are financially responsible for
insuring that data loggers, provided under Scope 2, finish the demo period in the .same condition
relative to the start of the demo period, minus reasonable wear and tear.
5. Vehicle Maintenance Provisions.. The vehicles dedicated to this project shall comply with the
following parameters:
(a) Limited to light-duty and medium -duty trucks, vans, and law enforcement vehicles produced by Ford
and GM from 2008 to 2014, with minor exceptions.
(b) Demo Vehicle Maintenance Provided: Entities participating must reasonably ensure that vehicles
have complied with OEM recommended PM schedules.
(c) Local Distributor/Dealer Networks: NA
(d) Fleet Demo Partner Maintenance Obligations: NA
(e) Other Maintenance Arrangements: NA
3
Exhibit B
Special Terms and Conditions for Participating Demo Vehicle(s) or Systems/Software
Midwest D.R.I.V.E.S. Initiative: Demonstrating Reliable Innovative Vehicle Energy Solutions
DE-EE0007027
6. Demo Vehicle Data Logging Provisions. The vehicles dedicated to this project shall comply
with the following parameters:
(a) Demo Vehicle Data Logger Provisions: Clean Fuels Ohio must allow duty cycle deviation analysis
fiom baseline review, followed by control vs. treatment comparison in both MPG and gal/hr in order
to see the effect of speed -governing appropriately for fleets that do/don't employ this feature.
7. Demo Vehicle Fleet Targets.- The vehicles dedicated to this project shall comply with the
following parameters:
(a) Fleet Demo Targets: Municipal fleets with a bias towards the law enforcement community
8. Available Demo. Partner Sales Incentives. The vehicles dedicated to this project shall comply .
with the following parameters:
(b) Equipment Sales Incentives: 15% discount for municipalities/law enforcement agencies that
purchase following their participation in a demo.
4
Exhibit C
Special Terms and Conditions for Participating Fleets
Midwest D.R.I.V.E.S. Initiative: Demonstrating Reliable Innovative Vehicle Energy Solutions
DE-EE0007027
The Fleet Partner, City,of;Carmel desires to participate in the Demonstration Project by demoing
AFV's supplied by Vehicle Providers, and desires to facilitate such relationships, including the
following special terms and conditions set forth in this Exhibit.
Defined Demo Vehicle Provider & Vehicle(s). The vehicles dedicated to this project
shall be defined as follows:
(a) Technology Provider: [Derives _Systems]
(b) Vehicle System(s): [µDerives SystemsyPowertrain Calibration Software
Timeframe For Vehicle Demo. The vehicles dedicated to this project shall comply with
the following parameters:
(a) Vehicle Demo Timeframe: [Yet to be determined
Vehicle Pick-up & Drop-off Arrangements. The vehicles dedicated to this project
shall comply with the following parameters:
(a) Vehicle Pick-up Logistics [Software willrbe removed by Derives_ System :if the City;
of Carmel
desires 1,
(b) Vehicle Drop-off Logistics: [Software will be,mstalled by Derives System YEmployeel
Vehicle Fueling Arrangements. The vehicles dedicated to this project shall comply
with the following parameters:
(a) . Local Fueling Provider/Distributor: [N/A]
Data Provision. The fleet partner dedicated to this project shall comply with the
following parameters:
(a) Pre -demo Qualitative Survey Fleet participant agrees to complete a ' pre -demo
qualitative survey generated by Clean Fuels Ohio prior to demo period start date
(b) . Basic Usage and Fleet Baseline Data: Fleet participant agrees to complete a
worksheet provided by Clean Fuels Ohio including basic current vehicle usage and
pertinent information on similar conventional fuel fleet vehicles currently in -use
1
Exhibit C
Special Terms and Conditions for Participating Fleets
Midwest D.R.I.V.E.S. Initiative: Demonstrating Reliable Innovative Vehicle Energy Solutions
DE-EE0007027
(c) Post -demo Qualitative Survey Fleet participant agrees to complete a post -demo
qualitative survey generated by.Clean Fuels Ohio subsequent to the completion of the
demo period
Additional Demo Vehicle Terms & Conditions. The vehicles dedicated to this project
shall comply with the following parameters:
(a) Additional Provision 1. '[City of Carmel will allow FleetCarma Data Loggers it be
installed in ? ^with Drives Systems_];
(b) Additional Provision 1:� ,[City of Carmel will allow .FleetCarma Data Loggers
installed in five (?) in a control group for non -software system analysis. All data
loggers will be installed August 30, 2016 to start the analysis of vehicle performance
2