AGREEMENT #9 - UCNG DAILY TEMPORARY MOBILE CNG FUELING SERVICE FOR CLEARWATER GASULTIMATE CNG, LLC
3185 Wheatland Farms Drive
Oakton, Virginia, 22124
Agreement #9
UCNG Daily Temporary Mobile CNG Fueling
Service for Clearwater Gas in Clearwater, FL
Service provided by Ultimate CNG LLC (UCNG) to Clearwater Gas: Deliveries at the Fueling Site
of compressed natural gas (CNG) by UCNG employees eleven (11) hours per day, live (5) days per
week, from 6:30 a.m. until 5:00 p.m. Monday through Friday (herein after, the Work Day). UCNG
shall deploy the UCNG FuelMuleTM each Work Day for use during this Engagement to augment the
use of the Clearwater Gas on-site ANGI compressor. The UCNG FuelMuleTM compressor shall be
utilized for as many as eight hours each Work Day during the Term of this Engagement.
Additionally, UCNG shall provide a Gas Transport Module for use at the Site during the Engagement
Period which will commence on Saturday, June 1, 2019 and continue through Friday, August 30,
2019.
Fueling Site: The Clearwater Gas Fueling Site located at 1020 Ilercules Avenue, Clearwater
Florida. Clearwater Gas shall provide no -cost access to the Fueling Site for UCNG to fulfill its
obligations under this Agreement, including parking for UCNG equipment throughout the term of
this Agreement.
Source of CNG: UCNG is dependent upon Clearwater Gas as a natural gas source at the Fueling Site
referred to above. This Site is the exclusive source of natural gas required for use in the UCNG
FuelMuleTM under this Agreement. UCNG shall acquire natural gas from this site and Clearwater
Gas acknowledges that UCNG shall have no obligation to deliver more CNC than it is able to obtain,
using commercially reasonable efforts, and no damages shall accrue because of such inability.
UCNG's Mobile CNG Fueling Service during the Temporary Mobile CNG Fueling Period: The
Temporary Mobile CNG Fueling Period (herein after; the Engagement Period) for this Project will be ,
for a 13 -week period. The UCNG Service Offering in this Purchase Order Proposal is expected to
commence on Saturday, June 1, 2019 and continue through Friday, August 30, 2019. The anticipated
cost is approximately $275,600.
The mobile CNG fueling services provided to Clearwater Gas by UCNG during this Engagement
Period shall consist of three cost components.
• The first cost component is the dedicated use of the UCNG FuelMuleTM and a qualified
UCNG employee FuelMuleTM Operator during all Work Days throughout the Engagement
Period. Compression from the FuelMuleTm will be available throughout each day and shall be
used in compression mode for up to eight hours of compression time during each Work Day.
• The second cost component is the use of a primary UCNG Gas Transport Module (GTM) on-
site to assist with CNG fueling of the City of Clearwater Trucks and other large commercial
vehicles that come to the Station. A second GTM will also be made available to Clearwater
Gas and if so needed can also be utilized on-site during the Engagement Period as well.
[A04.02(64 /224182111
ULTIMATE CNG, LLC
3185 Wheatland Farms Drive
Oakton, Virginia, 22124
A) The first cost component is a FuelMuleTM Operation and Usage Fee of 518,500 per
Week. The Weekly FuelMuleTM Operation and Usage Fee includes:
• Dedicated use of the UCNG FuelMuleTM as well as an UCNG employee FuelMule"'
Operator each Work Day from 6:30 a.m. until 5:00 p.m. The FuelMuleTM will be
available for gas compression for up to eight hours per Work Day. All compression
hours required beyond eight hours per Work Day shall be Invoiced at $295.00 per
hour.
b) The second cost component is a GTM Usage Fee of $700 per Week. The Weekly
GTM Usage Fee includes:
• Dedicated use of a UCNG GTM. This Fee does not include the salary and benefits for
a weekly UCNG employee Fueling TechnicianlGTM Operator each Work Day from
6:30 a.m. until 5:00 p.m. The GTM will be available for dispensing high pressure
natural gas throughout each Work Day. An additional GTM can be made available for
another fee of $2,100 per week.
cl The third cost component is for a UCNG GTM Operator/Fueling Technician of
$2.000 per Week.
• Dedicated use of a UCNG employee Fueling Technician/GTM Operator from 6:30
a.m. until 5:00 p.m. The GTM employee will be available for dispensing high
pressure natural gas into awaiting City of Clearwater Trucks and other large
commercial vehicles. This cost component will only be utilized during routine
maintenance of the FuelMuleTM unit or any other unforeseen events that require
additional staffing at the Clearwater fueling site.
The $21,200.00 Weekly Fueling Service Fee included as the first, second and third
components listed above will cover ALL costs associated with UCNG's mobile CNG fueling
service including:
• Daily use of multiple pieces of UCNG Equipment, including the UCNG
FuelMuleTM and UCNG GTM.
• Capital depreciation, maintenance and wear and tear on all components of UCNG
equipment required to deliver natural gas to City of Clearwater Trucks and other
large commercial vehicles at the Fueling Site.
• Salary and Benefits, daily transportation, overnight accommodations, per diem
expenses, etc. for two UCNG employees (FuelMuleTM Operator and GTM
Operator/ Fueling Technician) required to dispense CNG fuel into the City of
Clearwater Trucks and other large commercial vehicles each Work Day.
• Insurance and all other associated UCNG mobile fueling costs.
1A04-02064 /224182/11
ULTIMATE CNG, LLC
3185 Wheatland Farms Drive
Oakton, Virginia, 22124
Motor Fueir/E,xcise Tax: Any taxes associated with the acquisition, dispensing and consumption of
CNG pursuant to this agreement (sales, use and/or motor fuels taxes, excise tax, etc., excluding
income tax) shall be the responsibility of Clearwater Gas.
Term of the Agreement: The term of this Agreement ("Agreement #9") shall commence on
Saturday, June 1, 2019 and continue through Friday, August 30, 2019, or longer as necessary and as
agreed to by both parties. Clearwater Gas may terminate by providing forty-eight (48) -hours written
notice to UCNG.
Payment Terms: Invoices will be prepared on a weekly basis. Payment terms are net 30 days from
the date of the Invoice.
Standard Terms that are attached hereto are incorporated as an integral part of this Agreement.
Agreed and accepted this -7 - day of May, 2019.
Agreement for UCNG Daily Temporary Mobile CNG Fueling Service for Clearwater Gas
in Clearwater, FL (Agreement #9)
ULTIMATE CNG, LLC
By:
Brian P. Fimian
Chief Operations Officer
Countersigned:
-- CV•o(lcikCrAtIC°S
George N. Cretekos
Mayor
Approved as to form:
Laura Mahony
fissiS74ntf Cir` 4+04/1
1A04.02064 1224182111
CITY OF CLEARWATER, FLORIDA
By:
Attest:
William 13. Horne 11
City Manager
Rosemarie Call
C cry 61 -Cie -K.
��raLr ' ULTIMATE CNG, LLC
X-
3185 Wheatland Farms Drive
Oakton, Virginia, 22124
Standard Terms:
Minimum Term; Take or Pay. The parties agree that Client shall pay the fees set forth for: (i) a
minimum Term of 23 days, whether or not Client makes use of any of the fueling services and
whether or not it takes delivery of any CNG and (ii) each Weekly Service Fee the during the Term
and the UCNG Equipment Mobilization charge, whether or not Client makes use of the fueling
services during such delivery period and whether or not it takes delivery of any CNG. In the event
fees are payable by Client even though it does not make use of fueling services, the amounts payable
are intended to be an estimate of the amount that would be necessary to compensate UCNG for
standing ready to provide the services and for the actual damages (including without limitation loss of
bargain) it would suffer if this Agreement or the Term were terminated earlier than the end of the
minimum Term. The parties acknowledge and agree that the amount set forth above is a reasonable
estimate of such actual damages.
Fueling Site. Client grants to UCNG, at no cost, a non-exclusive license to access and use the fueling
site during the Term (i) to supply UCNG's equipment at the fueling site with natural gas, (ii) to use
the fueling site as contemplated hereby and in compliance with all applicable environmental, safety,
land use, zoning and other laws and regulations and (iii) to store UCNG's GTMs and related delivery
equipment, and personal vehicles of UCNG's personnel at the fueling site. Such license shall be
irrevocable during the Term. Such license is not gratuitous, but is given in exchange for the UCNG's
undertakings in this Agreement. Client shall allow UCNG to limit access to UCNG's equipment and
the immediate area surrounding it as reasonably required to ensure the safe and efficient operation of
the UCNG's equipment.
Additional Payment Terms. Each invoice shall be deemed accurate in the absence of manifest error.
Any amount payable by Client under this Agreement and not paid when due shall bear interest,
payable on demand, until such past -due amount is paid in full at the rate of 12% per annum, provided
that such rate of interest shall not exceed the maximum rate permitted by applicable law.
Taxes. If any Sales Tax or Excise Tax is applicable to the transactions contemplated hereby, then
Client shall (i) pay to UCNG all Sales Taxes and Excise Taxes payable by Client and collectible by
UCNG as a result of the services and payments hereunder, (ii) pay directly to the relevant taxing
authority when due all Sales Taxes and Excise Taxes payable by it directly to a taxing authority as a
result of the services and payments hereunder and (iii) pay or reimburse UCNG promptly on demand
for all Sales Taxes and Excise Taxes payable by UCNG as a result of the services and payments
hereunder. Such payments shall be in addition to, and without deduction from or otherwise reducing,
the compensation payable hereunder. "Sales Tax" means any U.S. or foreign federal, state or local
sales, use, value added, transfer or similar tax, assessment or fee which is payable on the purchase
and sale of goods generally (with limited exceptions), but not including any Income Tax. "Excise
Tax" means any U.S. or foreign federal, state or local tax, assessment or fee which is payable as a
result of the purchase, sale, transportation, supply or use of CNG or uncompressed natural gas or the
other transactions contemplated hereby, but not including any Sales Tax or Income Tax. "Income
Tax" means any U.S. or foreign federal, state or local tax levied upon UCNG's or Client's net
income, or levied upon its gross receipts in lieu of a net income tax.
1A04-02864 1224182!1
ULTIMATE CNG, LLC
3185 Wheatland Farms Drive
Oakton, Virginia, 22124
No Other Use. Client shall not, in any event, resell any compressed natural gas handled by UCNG or
use it for any purpose other than as transportation fuel for the vehicle into which it is delivered by
UCNG pursuant to this Agreement.
Service Provider Only; Force Majeure. UCNG shall not be responsible for delays, failures or
omissions arising out of causes beyond its control and not occasioned by UCNG's fault or
negligence, including without limitation: acts of God, war, armed hostilities, riots, fires, floods,
storms, freezing weather, earthquakes, serious accidents, expropriation, condemnation or confiscation
of property, governmental acts or failure to act (whether or not under legal authority), interruption of
natural gas supplies, change in specifications of natural gas purchased by it, strikes or labor troubles
or failure or delay in transportation. Delays arising from the foregoing causes may be longer than the
period of time such cause (such as a strike, governmental shutdown or riots) existed.
The parties agree that a delay arising out of the causes referred to above will be material or indefinite
only if it exceeds one year.
Warranties; Limitations.
Client represents and warrants to UCNG that it has selected (and will select) all the vehicles that it
seeks to have UCNG refuel without any involvement on the part of UCNG, and that Client has
determined that the design, function, performance and specifications of such vehicles, their engines
and their fuel storage and delivery systems are suitable for Client's purposes and consistent with
CNG that meets the standards and specifications set forth in this Agreement.
The parties agree that, in determining the foreseeability of any Toss or damage arising out of any
breach of this Agreement, each will be charged only with such knowledge of the other's business,
requirements and intended use of vehicles as has been formally disclosed to the other party in writing
before making this Agreement.
Amendment; No Waivers. Any provision of this Agreement may be amended or waived if, and only
if, such amendment or waiver is in writing and signed, in the case of an amendment, by each party
hereto or, in the case of a waiver, by the party against whom the waiver is to be effective. No failure
or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.
Integration. This Agreement constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all prior agreements, understandings and negotiations, both
written and oral, among any of the parties with respect to the subject matter of this Agreement.
Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida. If a dispute between or among the parties relating to this Agreement
becomes the subject of litigation, the prevailing party in such dispute (as determined by the court)
shall be entitled to recover reasonable attorneys' fees, costs and expenses incurred in connection
therewith from the other party.
HOLD HARMLESS/INDEMNIFICATION: UCNG shall defend, indemnify, save and hold the City
harmless from any and all claims, suits, judgements and liability for death, personal injury, bodily
injury, or property damage arising directly from its negligent performance under the Agreement, or a
1A04-02061 1224182/11
ULTIMATE CNG, LLC
3185 Wheatland Farms Drive
Oakton, Virginia, 22124
subsequent purchase order entered into by City and UCNG, its employees, subcontractors, or assigns,
including legal fees, court costs, or other legal expenses. UCNG acknowledges that it is solely
responsible for complying with the terms of the Agreement or a purchase order arising out of the
agreement.
Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.
1A04-02064 1224182/1