SS Badger LMC grant application - State of Wisconsin $75,000 natural gas study.

Contract No ADIZ-9610

AGREEMENT

Between the

STATE OF WISCONSIN DEPARTMENT OF ADMINISTRATION

STATE ENERGY OFFICE

and

LAKE MICHIGAN CARFERRY SERVICE INC

THIS AGREEMENT is made and entered into by and between the State Energy Office (Division) Department of Administration (Department) representing the State ofWisconsin (collectively State) and Lake Michigan Carferry Service Inc (Contractor)

WHEREAS on behalf of the State the Department administers the State Energy Program - Alternative Fuels Use in Maritime Vessels Feasibility Study (Program) through the Division to provide funds for eligible activities and

WHEREAS it is the intention of the parties to this Agreement that all activities descnbed herein shallmiddotbe for their rqpual benefit and

WHEREAS the State has approved an award to the Contractor in the amount of $75000 for eligJble activities h~ein described and

WHEREAS the tenDs and conditions herein shall survive the perfonnance period and shallmiddot continue in full force and effect until the Contractor has compl~ted and is in compliance with all the requirements ofthis Agreement and

WHEREAS this Agreement is mutually exclusive and is distinguished from all previous Agreements between the Contractor and the State and contains the entire understanding between the parties

NOW THEREFORE in consideration oftl)~ mutual promises and dependent documents the parties hereto agree as follows

The following documents are part of this contract

I) This Contract Agreement (including all attachments and the initial workplan delivered under this contract agreement)

LAKE MICHIGAN STATE OF WISCONSIN CARFERRY SERVICE INC DEPARTMENT OF ADMINISTRATIONTA2ZRGY OFFICE

BY BY

TITLE Vice President - Shore Operations TITLE ~dministratormiddotDivision of Energy Services

DATE ___O_3~(~I_~~_d~e__~~______ DATE _O_~_2_6--l--_O_I_t_____

Page loflS

Feasibility Study for the Use of Alternative Fuels in Maritime Vessels Project Narrative

The SS Badger is a nationally recognized historic marine vessel that has served Wisconsin and

Michigan for over fifty years Her operation between the port cities of Manitowoc WI and

Ludington MI provides memorable trips for tourists as well as critical transportation for the

delivery of commercial goods and serv~s to businesses local government and rural

communities It is an essential part of the Marine Highway infrastructure connecting two states

across Lake Michigan In these difficult economic times the SS Badger brings positive economic

support to both States in broad areas that range from regular commercial delivery of seasonal

crops increased tourism to surrounding communities as well as building materials and supplies

for rural businesses The Badger generates approximately $35 million dollars in revenue and

employs over 200 people The Badger has been owned and operated by Lake Michigan Carferry

Service LMC since 1991 during that time the ship has transported an average of 124000

passengers 39000 automobiles and 1100 commercial trucks annually Lake Michigan Carferry

Service is a privately ownedmiddotcompany started by Charles Conrad who brought the ferry

operation out of bankruptcy in 1991 and reoriented the service to focus on providing a

memorable maritime experience while avoiding the hassles associated with driving around Lake

Michigan

The Wisconsin Department of Energy has offered an opportunity to qualified applicants to

explore new methods of power for-marine vessels serving ports in Wisconsin The SS Badger is -~

uniquely qualified to receive this grant and will further the goals of the State of Wisconsin while

ensuring its steady contribution to the economy For over a decade the company officials have

been exploring an alternative to its coal furnace and steam propulsion system and LMC has

invested over $250000 of its own money to date It has been our goal to convert to a new

system that is ecologically sound and economically feasible After consulting experts in the

field investing company resources attending numerous scientific conferences and meeting

with maritime fuel and engineering vendors LMC is further committed to taking all

necessary steps to achieve a new and more environmentally friendly method of operation in

the near future

The 5S Badgers operating season averages 130 days each year each day the ship burns

approximately 55 tons of Iow sulfur coal to provide steam to the ships engines as well as

powering the ancillary systems onboard This coal usage generates approximately 38 tons of

ash which is mixed with water and ejected overboard while in transit across the lake The ash

is discharged while the ship is at least 5 miles offshore and in at least 100 of water The ash

has been tested by EPA approved laboratories and methods no hazardous materials were

detectable above background levels

Feasibility Study for the Use of Alternative Fuels in Maritime Vessels Project Narrative

Up until 2008 it was believed that the Badgers historic importance as the last coal-fired steam

powered ship In the US would continue to make her exempt from existing environmental

regulations In 2008 that belief was changed when the EPA issued a revised Vessel General

Permit giving LMC until December of 3012 to eliminate the process of discharging ash into

the water LMC applied for fundJg from the TIGER II program in 2010 but was not awarded

any grant

In 2010 LMC was contacted by DTE Energy who suggested the possibility of converting the

coal-fired boilers to natural gas This conversion would eliminate the issue related to the ash

discharge as well as addressing the smoke coming from the stack and the Badger would be the

greenest ship on the Great Lakes LMC has been working with DTE Energy and numerous

other vendors on the engineering physical components and fueling aspects of this project

Internally we have invested over 1000 man hours in the natural gas conversion project which

includes trips to Washington DC Cleveland Houston and Seattle to consult with vendors or

attend conferences related to natural gas We have had a conceptual drawing of this project

created by Chapman Technical of Sturgeon Bay WI This drawing was presented to the

American Bureau of Shipping in Houston the ABS supports the plan and we were given their

approval to move forward with official engineering plans for this project

If awarded the grant funding from this program LMC would be prepared to move forward

with the engineering work in the first quarter of 2012 The engineering work must be

completed by a firm certified in naval architecturemarine engineering LMC has identified

the firm GR Bowler as qualified candidate who is familiar with similar types of conversions

The lMC Chief Engineer would work with the contracted engineers during their time on site

and would directly oversee their activities for the duration of the engineering work This

conversion should be very applicable to the other vessels faced with the need to covert their

fuel source LMC would be very willing to help apply what is learned during the engineering

phase as well as subsequent parts of the overall project As previously noted LMC has

already spent over $250000 of company money towards this conversion and this proposal

includes a 30 cost share by LMC

The attached technical drawing shows Compressed Natural Gas CNG as the fuel source there

is a possibility that Liquefied Natural Gas (LNG) could be used instead depending on how the

Infrastructure develops in our region The engineering work proposed here would be

applicable regardless ofthe form of gas To our knowledge a coal-fired steam ship has never

been converted to natural gas Therefore numerous challenges lie ahead including the design

of a fuel storage system and creating a refueling process We are confident that we will

implement natural gas as our fuel source which will enable the Badger to continue operating

Feasibility Study for the Use of Alternative Fuels in Maritime Vessels Project Narrative

and will lead the way for other vessels in our industry with similar challenges

We ask that the consideration be given to the Badger as it stands as a class of one in maritime

history Over the years the ship has received numerous awards and deSignations from the

National Trust for Historic Preservation)er steam engines have been designated an

engineering landmark by the American Society of Mechanical Engineers (see the attached list

for a full list of awards and designations) It is literally the last ship of its kind operating in the

United States By assisting in the beginning and essential steps for design ofthe conversion the

State of Wisconsin will preserve a piece of their own unique history for generations to come It

also provides an example ofthe good that comes for all when we choose to work together

with a joint vision of the future while respecting our past

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-_________________________________________===_=1_==-=~~~~J

GR Bowler Inc BUDGETARY 2261 Lake Road Ontario NY 14519 PROPOSAL 800-524-9570 Fax 315-524-8753 wwwgrbowlercom

Date Proposal

101202011 BADI02011Quote To

Lake Michicagan Carferry SelYice Badger

PHONE FAX

Item Description Qty Rate Amount

Based on the BMS ACC DIL Feed Pump and gas leak detection system 110 count the following is our budgetaty amount for engineering to generate required systems logic drawings etc needed for submittals to the ABS for review accordance to USCG NVIC 10-92 NVIC 10-92 submittals will streamline the USCG systems approval process Notes Engineering drawings etc are for the required automation systems only and does_not include piping tank boiler fabrication or any other structural drawings Expansion ofthe existing fire detection systems and submittals are not included The pricing is based on GRBowlerlnc supplying the following systems hardware Flow Level amp temperature transmitters (40) Control Valves (18) Trip Valves (28) Operator Enclosure Stations with PLC Systems (3) Burner Assemblies (4) FD Fans with VFD and Silencers (4) UPS Power Supply (2) Gas Leak Detection Systems (2)

Description Hours On board ship Survey Owners ABSIUSCG and Suppliers Correspondence

160 14000 2240000

Description Logic Configuration Hours Combined Total Analog and Discrete IO count =226 (12 hours per 10

2712 14000 3796800

Description Graphic Development Total oft 0 Graphic Screens X 10 hours per screen

100 14000 1400000

Description Hours for Submittal Drawings 120 14000 1680000 Description ABS amp USCG NVIC 10-92 NG Fueled Automation

Design Review Cost I 750000 750000

Total $9866800

Pay online at httpsllipnintuitcomg23n6rfw

Feasibility Study for the Use of Alternative Fuels in Maritime Vessels Budget Justification Form - Part I

1 PERSONNEL

Position Pay Rate Time (est Total SEO Match Work Description Title hours) Compensation Requested

Chief 4843 per 160 7748 0 7748 coordinate all Engineer hour activities with

contacted engineering firm

Vice 1923 per 40 769 0 769 direct engineering President- hour firm work Navigation monitor progress Vice 3606 per 20 721 0 721 coordinate with President- hour SEO on grant Shore administration Operations and reporting

2 FRINGE-NA

3 TRAVEL-NA

4 SUPPLlES- NA

5 EQUIPMENT - NA

6 OTHER

Description Total Cost SEO Requested Match Basis of Cost

Engineering work contracted to GRBowler Inc

98668 75000 23668 See detailed proposal from GR Bowler Inc

7 INDIRECT COSTS - NA

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Feasibility Study for the Use of Alternative Fuels in Maritime Vessels Budget Justification Form - Part II

SUMMARY - Total Project

Category Requested from SEa ($) Leverage ($) Total

Personnel 0 r Y 9Z38 9Z38

Fringe 0 0 0 Travel 0 0 0

Supplies 0 0 0 Equipment 0 0 0 Other 75000 Z3668 98668 Total Direct Costs 75000 3Z906 107906 Indirect 0 0 0 Total Year One Budget 75000 3Z906 107906

Additional Supporting Information

bull Detailed quote from GR Bowlerlnc - attached

bull Letter of support from the Great Lakes Marine Research Institute - attached

s

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October 24 2011

The Wisconsin State Energy Office 201 W Washington Avenue 3rd Floor Madison WI 53703

Dear Ms Mott

We are writing to support the grant application ofthe Lake Michigan Carferry SS Badger for the Wisconsin State Energy Office RFP Feasibility Study for the use of Alternative Fuels in Marine Applications The Great Lakes Maritime Research Institute based in the port of DuluthSuperior has recently been awarded a contract from the US Department ofTJansportatiolls Maritime Administration to study the feasibility of using natural gas as a marine fuel for Great Lakes shipping Our research plan will include interaction with the European Union that has embarked on a similar study The US EPA is aware of our research and is supportive

One part ofour study plan includes looking at the 8S Badger as a demonstration model ofa vessel that may benefit from natural gas as an alternative fuel Utilizing the SS Badger as our projects demonstration model we will be tying into Wisconsin based facilities and engineeling firnls along with the shipping route of the SS Badger between Ludington MI and Manitowoc WI

However our funding to work withtbe SS Badger is quite limited and having a supporting grant from the state of Wisconsin for Lake Michigan Carferry would allow the leveraging of funds and advance the alternative fuel study as a whole Our research while focused on the Great Lakes is intended to provide models and information that can be used nationa]Jy Our research findings will be available to the Wisconsin State Energy Office and we welcome working with your office

Please feel free to contact me or the Executive Director ofGreat Lakes Maritime Research Institute Carol Wolosz at 218middot726middot7446 ifwe can provide any additional information to support the grant request for Lake Michigan Carfeny SS Badger

Richard D Stewart PhD CTL Co-Director Great Lakes Maritime Research Institute wwwglmrLorg Director Trans amp Logistics Research Center

TRANSPORTATION AND LOGJSTICS RESEARCH CENTER Erlllnson Hall Suite S bull Belknap amp Catlin bull PO Box 2000 bull Superior WI 54880-4500

Phone 715-394-8254 FAX 715-394-8374

Contract No ADl2-9610

GENERAL TERMS AND CONDITIONS

ARTICLE 1 REVIEW

Liaison with the State shall be through the Division Administrator ofthe State Energy Office (the Division) within the Department ofAdministration (the Department) who shall represent the States interest in review ofquality quantity rate ofprogress timeliness ofservices and related considerations as outlined in this Agreement Liaison with the Contractor shall be through Patrick McCarthy who shall represent the Contractors interest regarding Agreement performance financial records and related consid~tions

ARTICLE 2 APPLICABLE LAW

This Agreement shall be governed by the Laws ofthe State of Wisconsin Venue shall lie in the County ofDane In addition the Contractor pledges to abide by and comply with the following requirements

1 Contract funds shall not be used to supplant existing funding otherwise budgeted or planned for projects outside of this program whether under local state or federal law without the consent ofthe State

2 The Contractor its agents and employees shall observe all relevant provisions ofthe Ethics Code for Public Officials under Wis Stat Sees 1941 et seq ~d 1959 et seq

ARTICLE 3 LEGAL RELATIONS AND INDEMNIFICATION

The Contractor shall at all times comply with and observe all federal and state laws and published circulars local laws ordinances and regulations which are in effect during the period of this Agreement and which in any manner affect the work or its conduct

In carrying out any provisions of this Agreement or in exercising any power or authority contracted to the Contractor thereby there shall be no personal liability upon the State it being understood that in such matters the Division and the Department act as agents and representatives ofthe State

The Contractor shall indemnify and hold h~ess the State and all ofits officers agents and employees from all suits actions or claims of any character brought for or on account ofany injuries or damages received by any persons or property resulting from the operations ofthe Contractor or ofany of its agents or subcontractors in performing work under this Agreement The Contractor shall indemnify and hold harmless the State and all ofits officers agents and employees from all suits actions or claims of any character brought for or on account ofany obligations arising out ofagreements between Contractor and subcontractor(s) to perform services or otherwise suppJy products or services The Contractor shall also hold the State harmless for any audit disallowance related to the allocation ofadministrative costs under this Agreement irrespective ofwhether the audit is ordered by federal or state agencies or by the courts

Ifan audit is required by federal law and if the Contractor is also the recipient of State funds under the same or a separate contract program then the State funded programs shall also be included in the scope ofthe federally required audit

ARTICLE 4 SCOPE OF WORK

The Contractor shall supply or provide for all the necessary personnel equipment and materials (except as may be otherwise provided herein) to accomplish the tasks set forth on the attached Scope of Work and Budget (AITACHMENTS A and B respectively) In the event of a conflict between the summary in Attachments A and B and the application andlor other supporting documents previously submitted to the State by the Contractor Attachment~ A and B shall control Changes to the Scope ofWork may be made only by written agreement ofboth the State and the Contractor

ARTICLES STANDARDSOFPERFORMANCE

The Contractor shall perform the project and activities as set forth in the Contract Application and described herein in accordance with those standards established by statute administrative rule the Division and any applicable professiohal standards

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Contract No ADl2-9610

ARTICLE 6 PERIOD OF PERFORMANCE

The effective period of this Agreement shall be from the date this Agreement is signed by the State through June 30t 2013 unless otherwise provided for by amendment to this Agreement

ARTICLE 7 SUBLET OR ASSIGNMENT OF AGREEMENT

The Contractor its agents or subcontractors shall not sublet or assign all or any part of the work under this Agreement without prior written approval of the State The S~ reserves the right to reject any subcontractor after notification The Contractor must provide the State with a copy ofany executed subcontract or accepted subcontractor bid for the purpose of administering this Agreement which relates to activities funded and which exceeds the amount shown in A ITACHMENT B The Contractor shall be responsible for all matters involving any subcontractor engaged under this Agreement including contract compliance performance and dispute resolution between itself and a subcontractor The State bears no responsibility for subcontractor compliance performance or dispute resolution hereunder

ARTICLE 8 DISCLOSURE STATE PUBLIC OFFICIALS AND EMPLOYEES

If a State public official (as defined in section 1942 Wis Stats) or an organization in which a State public official holds at least a 10 interest is a party to this Agreement this Agreement is voidable by the State imless appropriate disclosure is made to the State ofWisconsin Government Accountability Board 212 East Washington Ave Third Floor Madison Wisconsin 53703 telephone (608)-266middot8005

The Contractor shall not engage theservices of any person or persons now employed by the State including any department commission or board thereof to provide services relating to this Agreement without the prior written consent of the State and the employer ofsuch person or persons

ARTICLE 9 NONDISCRIMINATION IN EMPLOYMENT

The Contractor shall not discriminate against any employee or applicant for employment because of age race religion color handicap sex physical condition developmental disability as defined in section 5101(5) Wis Stats sexual orientation or national origin This includes but is not limited to employment upgrading demotion or transfer recruitment or recruitment advertising layoff or termination rates ofpayor other forms of compensation and selection for training including apprenticeship Except with respect to sexual orientation the Contractor shall take affinnative action to ensure equal employment opportunities The Contractor shall post in conspicuous places available for employees and applicants for employment notices to be provided by the State setting forth the provisions of the nondiscrimination clause

Contracts estimated to be over twenty-five thousand dollars ($25000) require the submission ofa written affirmative action plan by the Contractor An exemption occurs from this requirement if the CQntractor has a workforce ofless than twentymiddot five (25) employeesmiddot Within fifteen (15) working days after this Agreement is executed the Contractor must submit the plan to the State for approval Instructions on preparing the plan and technical assistance regarding this clause are available from the State

~ Failure to comply with the conditions of this clause may result in the declaration of fontractor ineligibility the termination ofthis Agreement or the withholding of funds

ARTICLE 10 SMALL BUSINESS AND MlNORITY -OWNED BUSINESSES

The Contractor shall make positive efforts to utilize small business and minoritymiddotowned business sources ofsupplies and services Such efforts should allow these sources the maximum feasible opportunity to compete for contracts or subcontracts to be performed utilizing state or federal funds

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Contract No ADll-9610

ARTICLE 11 TERMINATION AT WILL

The State may terminate this Agreement at any time at its sole discretion upon thirty (30) days written notice to the Contractor Upon tennination the States liability shall be limited to the actual costs incurred in carrying out the project as ofthe date oftennination plus any termination expenses baving prior written approval of the State The Contractor may request in writing to terminate this Agreement At its discretion the State may approve the tennination request Ifthe termination request is approved the State and the Contractor shall mutually agree upon the tennination date Upon termination the Contractor shall refund to the State any payment made by the State to the Contractor that exceeds actual costs incurred in carrying out the project as ofthe jate of tennination

ARTICLE 12 TERMINATION FOR NON-APPROPRIATION

The State reserves the right to terminate this Agreement in whole or in part without penalty due to non-appropriation of necessar-y funds by the Legislature

ARTICLE 13 CANCELLATION FOR CAUSE

The State may cancel this Agreement if through any cause the Contractor fails to fulfill its obligations hereunder in a timely and proper manner or violates any ofthe provisions of this Agreement The State shall give the Contractor 30 days written notice of its intent to cancel under this provision during which time the Contractor may cure the default or violation Upon cancellation the States liability shall be limited to any undisputed costs incurred in carrying out the project as of1he date ofcancellation In the event this Agreement is canceled by the State the Contractor shall refund to the State any payment made by the State to tOe Contractor which exceeds actual costs incurred in carrying out the project as ofthe date of cancelJation

ARTICLE 14 FAILURE TO PERFORM

The State reserves the right to suspend payment of funds if required reports are not provided to the State on a timely basis or ifperformance of contracted activities is not evidenced The State further reserves the right to suspend payment of funds under this Agreement ifthere are deficiencies related to the required reports or if performance of contracted activities is not evidenced on other contracts between the State and the Contractor in whole or in part

The Contractors management and financial capability including but not limited to audit results and perfonnance may be taken into consideration in any or all future determinations by the State and may be a factor in a decision to withhold payment and may be cause for termination ofthis Agreement

ARTICLE IS PUBLICATIONS

The Contractor may publish materials produced under this Agreement subject to the following conditions

a) All materials produced under this Agreement shall become the property ofthe Department ofAdministration and may be copyrighted in its name The Contractor reserves a royalty-free nonexclusive and irrevocable license to reproduce pubJish otherwise use and to authorize others to use such materials for government purposes

b) The following notation shall be carried on all articles reports publications or other documents resulting from this Agreement

This (article report publication or document) is funded (in whole or in part) by the Wisconsin Department of Administration State Energy Office

under the tenns and conditions oftbis Agreement

ARTICLE 16 ENTIRE AGREEMENT AND AMENDMENT

This Agreement and all Attachments comprise the entire Agreement ofboth parties This Agreement may be amended at the discretion ofthe State but only in writing signed by both parties

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Contract No AD12-9610

ARTICLE 17 SEVERABILITY

If any provision ofthis Agreement shall be adjudged to be unlawful or contrary to public policy then that provision shall be deemed null and void and severable from the remaining provisions and shall in no way affect the validity ofthis Agreement

ARTICLE 18 SURVIVAL OF REQUIREMENTS

Unless otherwise authorized in writing by the Stat$- the terms and conditions of this Agreement shan survive the performance period and shall continue in full force and effect until the Contractor has completed and is in compliance with all of its requirements

ARTICLE 19 WAIVER

Failure or delay on the part of either party to exercise any right power privilege or remedy hereunder shall not constitute a waiver thereof A waiver ofany default shall not operate as a waiver ofany other default or of the same type ofdefault on a future occasion

ARTICLE 10 FORCE MAJEURE

Either partys performance of any part of this Agreement shall be excused to the extent that it is hindered delayed or otherwise made impractical by reason of flood riot fire explosion war acts or omissions of the other party or any other cause whether similar or dissimilar lo those listed beyond the reasonable control ofthat party If any such event occurs the non-performing party shall make reasonable efforts to notify the other party of the nature of such condition and the extent ofthe delay and shall make reasonable good faith efforts to resume performance as soon as possible

ARTICLE 11 ASSIGNMENT

This Agreement and the obligations duties and undertakings of the Contractor described herein may not be assigned or delegated by the Contractor without the express written consent of the State and any attempted assignment or delegation without such consent shall be void

ARTICLE 11 EXTRA WORK

Ifthe State desires to have the Contractor perform work or render services other than provided for by the expressed intent of this Agreement such work shall be considered as Extra Work subject to written amendment to this Agreement setting forth the nature and scope thereof and the compensation therefor as determined by mutual agreement between the State and the Contractor Work under such amendment shall not proceed unless and until so authorized by the State Any such continuance ofservice which would cause compensation to exceed the total amount of this Agreement shall be contingent upon the above provision and the appropriation ofnecessary funds by the Legislature

FISCAL TERMS AND CONDITIONS

ARTICLE 13 AVAILABILITY OF FUNDS

The appropriation from which payments are to be made is authorized under Sections 1654 (federal fund spending authority)

ARTICLE 24 VARIANCES

Contract variances may be permissible as outlined in ATTACHMENT A A variance shall not be used to authorize a revision of the amount awarded or a change in the performance period Such changes must be made by amendment to the Agreement

ARTICLE 15 LIMITATION ON COSTS

The States contribution to the total cost both direct and indirect ofperforming the tasks under this Agreement shall not exceed Seventy-Five Thousand dollars (57500000) for Bligible Costs (see Budget attached as ATTACHMENT B)

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Contract No AD12-9610

Changes to this Agreement that do not affect the Budget total may be made by written agreement of both the State and the Contractor

ARTICLE 26 ELIGIBLE COSTS

Eligible Costs are those costs which can be audited and which are directly attributable to contracted activities and identified and approved in the Contract Application

1 No Eligible Costs subject to reimbJfsement by this Agreement may be incurred prior to the execution of this Agreement unlesspreviousJy approved in writing by the State

2 Costs only as identified in the Budget and described in the Scope of Work are allowed

3 All methods ofcharging expenses against this Agreement shall be submitted for review and approval by the State

ARTICLE 27 REIMBURSEMENT OF FUNDS

The Contractor shall return to the State or other appropriate governmental agency or entity any funds paid to the Contractor in excess of the allowable costs under this Agreement Ifthe Contractor fails to return excess funds the State may deduct the appropriate amount from subsequent payments due to the Contractor from the State The State also reserves the right to recover such funds by any other leg~ means including litigation ifnecessary

The Contractor shall be responsible for reimbursement to the State for any disbursed funds which are determined by the State to have been misused or misappropriated The State may also require reimbursement offunds if the State detennines that any provision ofthis Agreement has been violated Any reimbursement of funds which is required by the State with or without termination shall be due within forty-five (45) days after giving written notice to the Contractor

ARTICLE 28 LIMITED USE OF PROGRAM FUNDS

This Agreement is a mutually exclusive Agreement The Contractor shall not apply funds authorized pursuant to other Program Agreements toward the activities for which funding is authorized by this Agreement nor shall funding authorized by this Agreement be used toward the activities authorized pursuant to other Program Agreements The word funds as used in this Article does not include Program income

ARTICLE 29 FINANCIAL MANAGEMENT

The Contractor agrees to maintain a financial management system that complies with the rules and regulations required by the Program funding source described in ATTACHMENT A and with standards established by the State to assure funds are spent in accordance with law and to assure that accounting records for funds received under this Agreement are sufficiently segregated from other Agreements programs andor projects

ARTICLE 30 METHOD OF PAYMENT

Payments are to be used exclusively for costs incurred during the Performance Period The Department shall make payment to the Contractor upon receipt of quarterly invoices submitted to the following address

AmandaMott Department ofAdministration Division of Energy Services WI State Energy Office 101 East Wilson St 6th Floor Madison WI 53703

a) Inyoices shall reflect costs incurred by approved Budget line item Invoices should be accompanied by written documentation ofcosts

b) The final invoice should be submitted to the Division no later than sixty (60) days following termination of this Agreement

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Contract No AD12-9610

ADMINISTRATIVE TERMS AND CONDITIONS

ARTICLE 31 SINGLE AUDIT REOUIREljENT

The Contractor shall have a certified annual audit perfonned utilizing Generally Accepted Accounting Principles and Generally Accepted Auditing Standards

NOTE The funding source (federal or state) oft4is Contract is identified in Attaclunent B

FederalFunded Awards

Governmental Contractors or their assignees that expend $300000 or more in a single year from awards which funding originated from Federal Government sources shall comply with the Single Audit Act of 1996 OMS Circular A-l33 and the State Single Audit Guidelines issued by the Department Audit reports are due to the State within thirty (30) days from issuance of the report but no later than nine (9) months after the end of the audit period

Non-profit Contractors or their assignees that expend $300000 or more in a single year from awards which fundiug originated from Federal Government sources shall comply with the Single Audit Act of 1996 OMS Circular A-133 and the State Single Audit Guidelines issued by the Department In addition a separate footnote or schedule shall be included listing all awards which funding originated from State Government sources and the total cash expended under each of those awards for the year under audit Audit reports are due to the State within thirty (30) days from issuance of the report but no later than nine (9) months after the end of the audit period

For-profit Contractors or their assignees that expend $300000 or more in a single year from awards which funding originated from Federal Government sources shall have a certified annual audit perfonned utilizing Generally Accepted Accounting Principles Generally Accepted Auditing Standards and Government Auditing Standards In addition a separate footnote or schedule shall be included listing all awards for which funding originated from Federal Government sources and the total cash expended under each ofthose awards for the year under audit Audit reports are due to the State within thirty (30) days from issuance ofthe report but no later than nine (9) months after the end of the audit period

One (1) copy ofthe Audit along with the Management Letter shall be submitted to the address listed below Responses and corrective action to be taken by managemenfmust be included for any fmdings or comments issued by the auditor

If the combined total expended from all funding originating from Federal Government sources is less than $300000 in a single year the Contractor or its assignee shall confinn in writing that the above audit requirements are not applicable This confumation shall be submitted to the address listed below

State Funded Awards

Governmental Non-profit and For-profit Contractors or their assignees that expend $100000 or more in a single year from awards for which funding originated from State Government sources shall have a certified annual audit performed utilizing Generally Accepted Accounting Principles Generally Accepted Auditing Standards and Government Auditing Standards In addition a separate footnote or schedule shall be included listing all awards for which funding originated from State Government sources and the total cash expended under each ofthose awards for the year under audit Audit reports are due to the State within thirty (30) days from issuance ofthe report but no later than nine (9) months after the end of the audit period

One (I) copy of the Audit along with the Management Letter shall be submitted to the address listed below Responses and corrective action to be taken by management must be included for any findings or comments issued by the auditor

If the combined total expended from all funding originating from State Government sources is less than $100000 in a single year the Contractor or its assignee shall confirm in writing that the above audit requirements are not applicable This confirmation shall be submitted to the address listed below

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Contract No AD12-9610

Submit To

Send one copy of the Audit and Management Letter the letter confmning that the audit requirements are not applicable to

Chief Accountant Wisconsin Department of Administration Division of Ackhinistrative Services 10 1 East wilson Street Madison Wisconsin 53703

ARTICLE 32 EXAMINATION OF RECORDS

The State shall have access and the right at any time to examine audit excerpt transcribe and copy on the Contractors premises any directly pertinent records and computer tiles of the Contractor involving transactions relating to this Agreement Similarly the State shall have access at any time to examine audit test and analyze any and all physical projects subject to this Agreement If the material is held in an automated format the Contractor shall provide copies of these materials in the automated format or such computer fIle as may be requested by the State Such material shall be retained for three years by the Contractor following fmal payment on the Agreement

This provision shall also apply in ~ event ofcancellation or termination ofthis Agreement The Contractor shall notify the State in writing ofany planned conversion or destruction ofthese materials at least 90 days prior to such action Any charges for copies provided by the Contractor ofbooks documents papers records computer files or computer printouts shall not exceed the actual cost thereof to the Contractor and shall be reimbursed by the State

The minimum acceptable (mancial records for the project consist of 1) Documentation of employee time 2) Documentation ofall equipment materials supplies and travel expenses 3) Inventory records and supporting documentation for allowable equipment purchased to carry out the project scope 4) Documentation and justification of methodology used in any in-kind contributions 5) Rationale supporting allocation of space charges 6) Rationale and documentation of any indirect costs (submitted with initial invoice) 7) Documentation of Agreement Services and Materials and 8) Any other records which support charges to project funds The Contractor must maintain sufficient segregation of project accounting records from other projects or programs

ARTICLE 33 PERFORMANCE REPORTS AND INVOICES

The Contractor shall submit Invoices accompanied by Performance Reports to the State on a quarterly basis as long as this Agreement is in effect These Invoices and Performance Reports shan detail the uses ofthe funds received under this Agreement how funds have been expended and the amounts expended during the immediately preceding fIscal period until all funds have been expended Performance Reports must identify the status ofprogress oftasks as provided in the Scope of Work The Final Performance Report shall be submitted no later than 60 days following termination ofthis Agreement It shall include a summary ofthe work performed a data report in a form that is consistent with State standards a final financial report and a short narrative of problems and achievements all ofwhich shall be consistent with any format instructions provided by the State Additional reporting may be required as identified in ATTACHMENT A Scope of Work

SPECIAL TERMS AND CONDITIONS

ARTICLE 34 COMPETITIVE PROCUREMENT PRACTICES

The Contractor shall utilize State ofWisconsin competitive procurement practices for products and services purchased as a result of this award Where state and local procurement practices differ state rules standards policies and practices shall take precedence

ARTICLE 35 REASONABLE COSTS

The Contractor shall control unit costs for products and services procured as a result ofthis Agreement to the state average experience

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ARTICLE 36 AUDITS

Con1ractor shall perfonn an Agreed upon Procedures Audit on request This audit shall consist ofprocedures and questions agreed upon by the State and the Auditor and shall expand beyond the scope of that provided for under the Wisconsin State Single Audit Guideline requirements

ARTICLE 37 EQUIPMENT ACCOUNlABIJJTY

Title to equipment purchased with funds provided under this Agreement shall vest in the Contractors name unless otherwise specified by an attachment Disposition of any equipment shall be in accordance with applicable property disposaJ procedures

ARTICLE 38 PATENT INFRINGEMENT

The Contractor selling to the State of Wisconsin the articles described herein guarantees the articles were manufactured or produced in accordance with applicable federal labor laws Further that the sale or use ofthe articles described herein shall not infringe any United States patent The Contractor covenants that it shall at its own expense defend every suit which shall be brought against the State of Wisconsin (provided that such Contractor is promptly notified ofsuch suit and all papers therein are delivered to it) for any alleged infringement ofany patent by reason of the sale of use ofsuch articles and agrees that it shall pay all costs danages and profits recoverab1e in any such suit

ARTICLE 39 PROGRAM INCOME

Program income means gross income received by the Contractor that is directly generated from the use ofthe Agreement award including but not limited to repayments of funds that had been previously provided to eligible beneficiaries interest earned on any or all Agreement funds obtained from the State proceeds derived after the Agreement close out from the disposition ofreal property acquired with any or all funds provided under this Agreement or interest earned on Program income pending its disposition

All Program income shall be recorded and u~ed in accordance with the rules and regulations ofthe Program funding source described herein Ifat any time changes in the use of Program income are considered the Contractor shall submit a plan detailing the proposed uses of Program income to the State for approval Should the Contractor decide following Agreement close out to discontinue using Program income for such purposes the Contractor shall return the Program income balance and any additional Program income accrued to the State by January 31 of the following year

ARTICLE 40 TRAINING - WORKSHOPS - SEMINARS - EXHIBIT SPACE

Ifany portion ofthe funds shall be used to support training workshops seminars exhibit space etc the Wisconsin Department of Administration State Energy Office shal1 receive complimentary registrations andor exhibitlbootb space if requested

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ATTACHMENT A SCOPE OF WORK

Lake Michigan Carferry Service Inc

In the event ofconflict between the provisions of the Tenns and Conditions and the Scope of Work and Budget the provisions in the Scope ofWork and Budget shall take precedent

Summary

In cooperation with the State Energy Office (8EO) the Lake Michigan Carferry Service Inc will participate in the State Energy Program - Feasibility 8tudy for the Use of Alternative Fuels in Maritime Vessels and wiIllook into alternatives to its coal furnace and steam propulsion system the design engineering and costs of implementing a lower emitting and more sustainable natural gas propulsion system including onboard fuel storage for the 8S Badger The overall goal of this project is to design the necessary conversions for the existing coal fred boilers to burn natural gas as well as developing a budget and timeline for that conversion

Site Specific Deliverab1es and Milestones

1 Move forward with design engineering work as specified in the proposal (submitted in response to the RFA) in the first quarter of2012 by an engineering firm certified in naval architecturemarine engineering (GR Bowler) to convert the existing coal fired boilers to burn natural gas

2 Explain whether other alternative fuels were researched and if so why a particular fuel waswas not chosen Please include an analysis of those results

3 Explain the boiler design(s) researched and why the particular design(s) researched werewere not chosen Provide the chosen design Please include an analysis of those results

4 Develop and submit a budget for the actual conversion from the coal fired boiler system to bum natural gas

S Develop and submit a timeline to implement and build the preferred boiler system

6 Complete all project (including all engirieering work as specified in the proposal submitted in response to the RFA) work by June 30 20121

7 Once project work is complete provide the SEO with performance data (see reporting requirements below) until June 302013

8 Submit complete documentationinvoices related to work performed including match for reimbursement

9 Write a fmal report including the above-listed and other information on the project

10 Comp1y with the Special Terms and Conditions provided by the US DOE (see Attachment A-I)

Requirements

1 The Lake Micbigan Carferry Service Inc must be in compliance with the Environmental Protection Agency rule for discharging coal ash effluent applicable to the SS Badger on December 31 2013 If the Lake Micbigan Carferry Service Inc is not in compliance with the applicable EPA regulation for discharging coal ash effluent on December 312013 the company must refund the entire $75000 grant to the Wisconsin SEO Ifno EPA rule regarding discharging coal ash effluent is in place for the 8S Badger as of December 31 2013 and the Lake Micbigan Carferry Service Inc is still dumping coal ash etlluent into Lake Michigan as of this date the company must return the entire $75000 grant to the Wisconsin State Energy Office

2 The Lake Michigan Carferry Service Inc and its representatives or agents will not release any press or public announcements re1ated to this grant without the consent ofthe Wisconsin State Energy Office

1 All invoices must be submitted to the Wisconsin State Energy Office no later than June 292012 Page 10 of 15

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Contract No AD12middot9610

Other

I The State of Wisconsin does not take any position on the national historic landmark designation sought by the Lake Michigan Carferry Service Inc

2 The State of Wisconsin would like car ferry service between Manitowoc WI and Ludington MI to continue and that is the primary reason for this grant

Funding

Funding in the amount ofS75OOO is provideq by the US DOE State Energy Program monies to cover the cost of understanding the feasibility of alternatives to its coal furnace and steam propulsion system the design engineering and costs of implementing a 10wer emitting and more sustainable natural gas propulsion system including onboard fuel storage for the SS Badger There is no match requirement however Lake Michigan Carferry Service Inc has agreed to a $32906 match for the project

Invoicing

Submit all the required documentation to the SEO after work is complete After review and approval funds will be distributed for reimbursement

Period of Performance

This contract becomes effective on the date it is signed by the SEO and terminates on June 30 2013 All work on this project must be completed June 30 2012 No work conducted prior to the execution ofthe contract is eligible for reimbursement

Reporting Requirements

Reporting requirements detailed below are subject to changes by the SEO throughout the period ofperformance Compliance with any changes to reporting is required

QUARTERLY

The Lake Michigan Carferry Service Inc is required to submit quarterly reports via the following time line until June 30 2013

ReJ)ortine Period Report Due January 1st March 31 st April 15111

April 1st - June 30Ul July IStD

July I $I -September 30111 October 15t1l

October 1 at _ December 3151 January ISIl1

UntH June 30 2012 the report should contain the following information 1 Project DevelopmentlStatus Information 2 Alternative fuels researched and results of why a particular fuel waswas not chosen and analysis ofthose

results 3 Boiler Designs researched including analysis ofwhy specific designs werewere not chosen 4 Budget ofsystem design 5 Timeline to implement the preferred system 6 Lessons learned and continuous improvement efforts 7 Other

After June 30 2012 and until June 30 2013 the report should contain the following information 1 Progress on conversion to and implementation ofCNGILNG or other alternative propulsion system 2 Status ofEnvironmental Protection Agency rule for discharging coal ash effluent applicable to the SS

Badger and the Lake Michigan Carferry Service Incos compliance status 3 Other

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Contract No AD12-9610

SPECIAL STATUS REPORTS A report is required (via email) as soon as possible after any ofthe following events occur

1 Developments that have a significant favorable impact on the project 2 Problems delays or adverse conditions which materially impair the ability to meet the objectives of the award

or which may require the SEO or the US DOE to respond to questions relating to such events from the public Report on any of the following incidents and include the anticipated impact and remedial action to be taken to correct or resolve the problemcondition

a Any single fatality or injuries requiring hospitalization of five or more individuals b Any signiijcant environmen~l permit violation c Any verbal or written Notice ofViolation ofany Environmental Safety and Health statutes d Any incident which canses a significant process or hazard control system failure e Any event which is anticipated to cause a significant schedule slippage or cost increase f Any damage to Government-owned equipment in excess of$SOOOO andor g Any other incident that has the potential for high visibility in the media

FINAL REPORT Provide information for a final report that is due 60 days after the contract terminates on June 30 2013

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Contract No AD12-9610

ATTACHMENT A-I

us DEPARTMENT OF ENERGY PROVISIONS

RESOLUTION OF CONFLICTING CONDITIONS Any apparent inconsistency between Federal statutes and regulations and the provisions contained in this award must be referred to the US US DOE Award Administrator for guidance

STATEMENT OF FEDERAL STEW ARDSmp US DOE will exercise normal Federal stewardship in overseeing the project activities performed under this award Stewardship activities include but are not limited to conducting site visits reviewing performance and financial reports providing technical assistance andor temporary intervention in unusual circumstances to correct deficiencies which develop during the project assuring compliance with terms and conditions and reviewing technical performance after project completion to ensure that the award objectives have been accomplished

SITE VISITS US DOEs authorized representatives have the right to make site visits at reasonable times to review project accomplishments and management control systems and to provide technical assistance if required You must provide and must require your subawardees to provide reasonable access to facilities office space resources and assistance for the safety and convenience ofthe government representatives in the performance of their duties All site visits and evaluations must be performed in a manner that US DOE not unduly interfere with or delay the work

REPORTING REQUIREMENTS a Requirements The reporting requirements for this award are identified on the Federal Assistance Reporting Checklist US DOE F 46002 attached to this award Failure to comply with these reporting requirements is considered a material noncompliance with the terms of the award Noncompliance may result in withholding of future payments suspension or termination ofthe current award and withholding of future awards A willful failure to perform a history offailure to perform or unsatisfactory performance of this andor other financial assistance awards may also result in a debarment action to preclude future awards by Federalagencies

b Dissemination of scientifictechnical reports Scientifictechnical reports submitted under this award will be disseminated on the Internet via the US DOE Information Bridge (wwwostigovlbridge) unless the report contains patentable material protected data or SBIRISTIR data Citations for journal articles produced under the award will appear on the US DOE Energy Citations Database (wwwostigovenergycitations)

c Restrictions Reports submitted to the US DOE Information Bridge must not contain any Protected Personal Identifiable Information (PH) limited rights data (proprietary data) classified information information subject to export control classification or other information not subject to release

PUBLICATIONS a You are encouraged to publish or otherwise make publicly available the results of the work conducted under the award

b An acknowledgment of Federal support and a disclaimer must appear in the publication ofany material whether copyrighted or not based on or developed under this project as follows

Acknowledgment This material is based upon work supported by the Department of Energy under Award Number DEshyFG26-07NT43169

Disclaimer This report was prepared as an account of work sponsored by an agency of the United States Government Neither the United States Government nor any agency thereof nor any oftheir employees makes any warranty express or implied or assumes any legal liability or responsibility for the accuracy completeness or usefulness of any information apparatus product or process disclosed or represents that its use would not infringe privately owned rights Reference herein to any specific commercial product process or service by trade name trademark manufacturer or otherwise US DOEs not necessarily constitute or imply its endorsement recommendation or favoring by the United States Government or any agency thereof The views and opinions ofauthors expressed herein do not necessarily state or reflect those ofthe United States Government or any agency thereof

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Contract No AD12-9610

FEDERAL STATE AND MUNICIPAL REOUIREMENTS You must obtain any required pennits and comply with applicable federal state and municipal laws codes and regulations for work perfonned under this award

NON RESEARCH AND DEVLOPMENT bull INTELLECTUAL PROPERTY PROVISIONS Nonprofit organizations are subject to the intellectual property requirements at 10 CFR 600 136(a) (c) and (d) For all other organizations the following intellectual property QWvisions shall apply

(a) Recipients may copyright any work that is subject to copyright and was developed or for which ownership was purchased under an award US DOE reserves a royalty free nonexclusive and irrevocable right to reproduce publish or otherwise use the work for Federal purposes and to authorize others to do so

(b) The US DOE has the right to (1) obtain reproduce publish or otherwise use the data first produced under an award and (2) authorize others to receive reproduce publish or otherwise use such data for Federal purposes

LOBBYING RESTRICTIONS By accepting funds under this award you agree that none of the funds obligated on the award shall be expended directly or indirectly to influence congressional action on any legislation or appropriation matters pending before Congress other than to communicate to Members ofCongress as described in 18 USC 1913 This restriction is in addition to those prescribed elsewhere in statute and regulation -

NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EOUIPMENT AND PRODUCTS - SENSE OF CONGRESS It is the sense ofthe Congress that to the greatest extent practicable all equipment and products purchased with funds made available under this award should be American-made

DECONTAMINATION ANDOR DECOMMISSIONING (PampD) COSTS Notwithstanding any other provisions of this Agreement the Government shall not be responsible for or have any obligation to the recipient for (i) Decontamination andor Decommissioning (OampD) ofany of the recipients facilities or (U) any costs which may be incurred by the recipient in connection with the DampD of any of its facilities due to the perfonnance of the work under this Agreement whether said work was performed prior to or subsequent to the effective date of this Agreement

lllSTORIC PRESERVATION Prior to the expenditure of Federal funds to alter any structure or site the Recipient is required to comply with the requirements of Section 106 of the National Historic Preservation Act (NHPA) consistent with US DOEs 2009 letter of delegation of authority regarding the NHPA Section 106 applies to historic properties that are listed in or eligible for listing in the National Register of Historic Places In order to fulfill the requirements ofSection 106 the recipient must contact the State Historic Preservation Officer (SHPO) and if applicable the Tribal Historic Preservation Officer (THPO) to coordinate the Section 106 review outlined in 36 CPR Part 800 SHPO contact information is available at the following link httpllwwwncshpoorgfindiindexhtm THPO contact information is available at the following link httpwwwnatbpooramaphtml

Section llO(k) of the NHPA applies to US DOE funded activities Recipients shall avoid taking any action that results in an adverse effect to historic properties pending compliance with Section 106

Recipients should be aware that the US DOE Contracting Officer will consider the recipient in compliance with Section 106 of the NHPA only after the Recipient has submitted adequate background documentation to the SHPOITHPO for its review and the SHPOITHPO has provided written concurrence to the Recipient that it US DOEs not object to its Section 106 fmding or determination Recipient shall provide a copy ofthis concurrence to the Contracting Officer

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ATTACHMENT B BUDGET

In the event of conflict between the provisions of the Terms and Conditions and the Scope of Work and Budget the provisions in the Scope of Work and Budget shall take precedent

Category Amount

1) Subcontracting $ ___l75=ltgtOO-O

___7111 -lr

2) Contractor Match (Subcontracting amp PersonnelAdmin) $ ___3290=6

TOTAL PROJECT COST $ ___-=1~07u90=6

SUB-TOTAL $ Sll00O

Page 15 of 15

Feulbility Study for the Use of Alternative Fuels In Maritime Vessell

Feasibility Study for the Use of Alternative Fuels in Maritime Vessels

Cover Page

Primary Contact Name First Last

Primary Contact Title j L t

Mailing Address Po 13o( (0

Zip ~

Phonea31 f5L13 sC8 Faxi-3

Employer ID Number W-9 3lt6 11981 i) I Amount Requested $ 75 ocx)

DUNS f$5blto3~33~ Match $ 3d19exo Date 0 b i

Submit three (3) hard copies of the complete application by Friday October 28 2011 at 1200 PM (noon) CDT to

Amanda Mott Energy Projects Spedallst Wisconsin State Energy Office 201 W Washington Ave 3nf Fl Madison WI 53703

And one l electronic copy to seowisconsingov

Date Received

o Letter Sent Date

Reviewed by Score oA 0 R

Contract End Date