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PIGGYBACK DISPENSING AGREEMENTDocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 FIGGYBAC DISPENSING AGREEMENT THIS PIGGYBACK DISPENSING AGREEMENT (the "Agreement"), dated 9.9112024 (the "Execution Date '9, is entered into by and between CITY OF CLEARWATER (the " ispenser'), a municipal corporation of the State of Florida, situated at 100 S Myrtle Ave, Clearwater, FL 33756, and OPAL Fuels Station Services LLC (the "Supplier"), a Delaware limited liability company authorized to do business in the State of Florida, with principal offices located at One North Lexington Avenue, Suite 1450, White Plains, NY 10601. WHEREAS, pursuant to Clearwater Code of Ordinances Section 2.563(1)(c), Piggyback, the Dispenser is permitted to enter into piggyback purchasing agreements; and WHEREAS, the Supplier has contracted with the City of St. Petersburg ("St. Petersburg") pursuant to which St. Petersburg appointed Supplier as its supplier of renewable natural gas pursuant to that certain Master RNG Dispensing Agreement dated October 20, 2023 and attached hereto as Attachment '1" (the "St. Petersburg Agreement"); and WHEREAS, the Dispenser and the Supplier have determined that the St. Petersburg Agreement is an acceptable agreement upon which the Dispenser and the Supplier will establish a piggyback agreement; and WHEREAS, the Supplier will supply renewable natural gas to compressed natural gas stations owned by, controlled by, or under contract with Dispenser pursuant to this Agreement. NOW, THEREFORE, in consideration of the promises contained herein, the parties hereby agree, as follows: 1. Recitals. The above stated recitals are true and correct. Capitalized terms used herein shall have the meaning ascribed in the St. Petersburg Agreement, unless otherwise defined herein. 2. Terms and Conditions; Conflict. Except as otherwise provided herein, the St. Petersburg Agreement, as in effect on the Execution Date, shall form the basis of this Agreement and is hereby incorporated by reference into and made a part of this Agreement, mutatis mutandis, as if the St. Petersburg Agreement were set forth in full in this Agreement; provided, however: (a) all references to "Contractor" in the St. Petersburg Agreement shall be replaced with Supplier, and all references to "City" in the St. Petersburg Agreement shall be deemed to mean Dispenser; A true and correct copy of the St. Petersburg Agreement is attached hereto as Attachment "1". If any provision of this Agreement conflicts with any provision of the St. Petersburg Agreement, then the provisions of this Agreement shall control. In the event that, at any time, the St. Petersburg Agreement is amended or modified, then Buyer and Seller shall confer regarding similar amendments or modifications to be made to this Agreement, as applicable. 3. Scone of Services. Appendix A to the St. Petersburg Agreement is hereby deleted in its entirety and is replaced with Appendix A-1, attached hereto. 4. City's Share. Appendix B to the St. Petersburg Agreement is hereby deleted in its entirety and is replaced with Appendix B-1, attached hereto. 1 DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 5. Transaction Confirmation. Appendix C to the St. Petersburg Agreement is hereby deleted in its entirety and is replaced by Appendix C-1, attached hereto. 6. Supplemental Terms and Conditions. The following provisions of the St. Petersburg Agreement are hereby modified as follows: A. Tenn. Section 3 of the St. Petersburg Agreement is hereby deleted in its entirety and a new Section 3 is added to read as follows: "3. Term. The initial Term of this Agreement commences on the Effective Date and terminates on October 19, 2025, unless this Agreement is earlier terminated as provided for herein. The City reserves the right to extend this agreement under the same terms and conditions for two (2) one-year periods at the end of the initial Term, provided that such extension is mutually agreed upon by both Parties in writing. References in this Agreement to "Term" includes the initial Term and all renewal Terms. " B. Notices. The address of City in the second paragraph of Section 6 of the St. Petersburg Agreement is hereby deleted in its entirety and a new second paragraph is added to read as follows: If to Dispenser: CITY: City of Clearwater d/b/a Clearwater Gas System 777 Maple St Clearwater, FL 33755 Phone: 727-562-4900 Attention: Alex Leon, Gas Assistant Director 7. Miscellaneous. A. Entire Agreement. This Agreement sets forth the entire understanding and agreement between the parties. This Agreement may only be modified or changed in writing, and such modifications and changes signed by both parties. B. Further Assurances. The parties agree to perform all such acts (including without limitation executing and delivering instruments and documents) as reasonably may be necessary to fully effectuate the intent and each and all of the purposes of this Agreement. C. Interpretation. The parties agree that the terms and provisions of this Agreement embody their mutual intent and that such terms and conditions are not to be construed more likely in favor of, nor more strictly against, either party. D. Authorizations. The execution and delivery of this Agreement, the performance of a party's obligations hereunder, and the consummation of the transactions contemplated hereby, are subject to each party's receipt of necessary consents, approvals, and/or authorizations with respect thereto. E. Counterparts. This Agreement may be executed in counterparts (including by .pdf), each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 2 DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Execution Date. OPAL Fuels Station Services LLC Coowswnw by: By: CdffFfa4� 5/14/2024 Name: Scott Ebel bach Title: EVP Sales CITY OF CLEARWATER, FLORIDA By: Bruce R. for Jennifer Poirrier Mayor City Manager Approved as to form: Michael Fuino Rnr Rosemarie Call Assistant City Attorney CiIy Clerk DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 ATTACHMENT "1" TO THE PIGGYBACK DISPENSING AGREEMENT ST. PETERSBURG AGREEMENT (Attached) DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 MASTER AGREEMENT THIS MASTER AGREEMENT, ("Agreement") is made and entered into on the 20th day of October, 2023 ("Effective Date"), by and between OPAL Fuels Station Services LLC ("Contractor") and the City of St. Petersburg, Florida, ("City") (collectively, "Parties"). WITNESSETH: NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Contractor Duties. Contractor shall perform the scope of services set forth in Appendix A of this Agreement ("Scope of Services") for the City in full and complete accordance with this Agreement, including its appendices. Appendix A and Appendix C are attached to this Agreement and made a part hereof. Without limiting the generality of the foregoing, Contractor shall (i) produce and supply renewal natural gas, (ii) generate, manage, and monetize environmental attributes associated with the use of such renewable natural gas, and (iii) remit to the City a portion of the revenues generated, all in accordance with this Agreement. 2. Agreement Components. A. The agreement components are this Agreement, the appendices to this Agreement, the attached BPA FORM, as applicable ("BPA Form"), and the following documents, which are made a part hereof by reference ("Other Documents"): (i) IFB 8717,1 dated August 11, 2023 ("Document 1") (ii) Bidder's bid, 13494, dated August 30, 2023 ("Document 2") B. In the event of an inconsistency or conflict between or among the documents referenced in this Agreement, the following order of precedence governs: (i) this Agreement, exclusive of its appendices, (ii) the appendices to this Agreement, (iii) the BPA Form, and (iv) the Other Documents. In the event of an inconsistency or conflict between or among the Other Documents, the order of precedence is the order the documents are listed above (e.g. Document 1 governs over Document 2, Document 2 governs over Document 3, etc.). 3. Term. The initial Term of this Agreement commences on the Effective Date and terminates two years thereafter on October 19, 2025, unless this Agreement is earlier terminated as provided for herein. The City reserves the right to extend this Agreement under the same terms and conditions for two (2) one (1) -year periods at the end of the initial Term, provided such extension is mutually agreed upon by both Parties in writing. References in this Agreement to "Term" includes the initial Term and all renewal Terms. 1 DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 4. Contractor Payment to the City. A. Contractor shall remit to the City a portion of the revenues generated from environmental attributes, including RINs credits, as set forth in Appendix B in accordance with the payment due dates identified in Appendix A. B. In the event Contractor receives any federal fuel tax incentive that is attributable to dispensing of CNG at the Station, Contractor shall remit the proceeds of any such tax incentive to the City within thirty (30) days after receipt of such proceeds. 5. No City Payment. The City will have no obligation to pay Contractor any fees or costs pursuant to this Agreement. 6. Indemnification. A. Contractor shall defend at its expense, pay on behalf of, hold harmless and indemnify the City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, "Indemnified Parties") from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, "Claims"), whether or not a lawsuit is filed, including, but not limited to Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities; and costs, expenses and attorneys' and experts' fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly: (i) The performance of this Agreement (including any amendments thereto) by Contractor, its employees, agents, representatives or subcontractors; or (ii) The failure of Contractor, its employees, agents, representatives or subcontractors to comply and conform with applicable Laws (as defined herein); or (iii) Any negligent act or omission of Contractor, its employees, agents, representatives, or subcontractors, whether or not such negligence is claimed to be either solely that of Contractor, its employees, agents, representatives or subcontractors, or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified Parties; or (iv) Any reckless or intentional wrongful act or omission of Contractor, its employees, agents, representatives, or subcontractors; or (v) Contractor's failure to maintain, preserve, retain, produce, or protect records in accordance with this Agreement and applicable Laws (including but not limited to Florida laws regarding public records). DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 B. The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by Contractor pursuant to this Agreement or otherwise obtained by Contractor, and the provisions of this paragraph survive the expiration or earlier termination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination. 6. Notices. Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be given by either party to the other must be in writing and will be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below. CITY: City of St. Petersburg Procurement and Supply Management Department P. O. Box 2842 St. Petersburg, FL 33731 Phone: 727-893-7027 Attention: Stephanie Swinson, Esq. CONTRACTOR: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue White Plains, NY 10601 Phone: 914-421-4900 Email: noticeofficer@opalfuels.com and jreina@opalfuels.com Attn: Juan Reina 7. Severability. Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination does not render void, invalid or unenforceable any other paragraph or portion of this Agreement. 8. Due Authority. Each party to this Agreement that is not an individual represents and warrants to the other party that (i) it is a duly organized, qualified and existing entity authorized to do business under the laws of the State of Florida, and (ii) all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 9. Assignment. Contractor shall make no assignment of this Agreement without the prior written consent of the City. Any assignment of this Agreement contrary to this paragraph is void and confers no rights upon the assignee. 10. Termination. A. The City may terminate this Agreement if Contractor fails to (i) produce an amount of BioGas (as defined in the Scope of Services) equal to the monthly prorated amount of the Target Volume (as defined in the Scope of Services) for a rolling 6 - month period or (ii) pay the City's Share as defined in (Appendix B) on the CNG actually dispensed at the Station. B. Contractor may terminate this Agreement upon thirty (30) days written notice to the City if the volume of CNG consumed at the Station (as defined in the Scope of Services) falls below sixty percent (60%) of the monthly prorated amount of the Target Volume for a rolling six (6) month period. C. The City may terminate this Agreement upon written notice to Contractor in the event Contractor defaults on any of the terms and conditions of this Agreement and such failure continues for a period of thirty (30) days following notice from the City specifying the default; provided, however, that the City may immediately terminate this Agreement, without providing Contractor with notice of default or an opportunity to cure, if the City determines that Contractor has failed to comply with any of the terms and conditions of this Agreement related to safety, indemnification or insurance coverage. D. The City may terminate this Agreement as provided in Florida Statute section 287.135 and 448.095. E. Termination of this Agreement acts as a termination of the BPA/CPA Form and the Other Documents. 11. Governing Law and Venue. The laws of the State of Florida govern this Agreement. Venue for any action brought in state court must be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court must be in the Middle District of Florida, Tampa Division, unless a division is created in St. Petersburg or Pinellas County, in which case the action must be brought in that division. Each party waives any defense, whether asserted by motion or pleading, that the aforementioned courts are an improper or inconvenient venue. Moreover, the Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction. 12. Amendment. This Agreement may be amended only in writing executed by the Parties. 13. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, whether oral or written, DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 between them. 14. Compliance with Laws. Contractor shall comply at all times with all federal, state, and local statutes, rules, regulations and ordinances, the federal and state constitutions, and the orders and decrees of lawful authorities having jurisdiction over the matter at issue (collectively, "Laws"), including but not limited to Florida laws regarding public records and all Laws related to the generation of RINs credits (e.g., 40 CFR Subpart M — Renewable Fuel Standard). Contractor hereby makes all certifications required under Florida Statute section 287.135. Contractor shall also comply with all applicable City policies and procedures. 15. Third Party Beneficiary. Notwithstanding anything to the contrary contained in this Agreement, persons or entities not a party to this Agreement may not claim any benefit hereunder or as third party beneficiaries hereto. 16. No Liens. Contractor shall not suffer any liens to be filed against any City property by reason of any work, labor, services or materials performed at or furnished to City property, to Contractor, or to anyone using City property through or under Contractor. Nothing contained in this Agreement may be construed as a consent on the part of the City to subject City property or any part thereof to any lien or liability under any Laws. 17. No Construction against Preparer of Agreement. This Agreement has been prepared by the City and reviewed by Contractor and its professional advisors. The City, Contractor and Contractor's professional advisors believe that this Agreement expresses their agreement and that it should not be interpreted in favor of either the City or Contractor or against the City or Contractor merely because of their efforts in preparing it. 18. Use of Name. Subject to the requirements of Florida laws regarding public records, neither party may use the other party's name in conjunction with any endorsement, sponsorship, or advertisement without the written consent of the named party, except that Contractor may refer to the City in client list. 19. Non -appropriation. The obligations of the City as to any funding required pursuant to this Agreement are limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City is not prohibited from pledging any legally available non -ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge will be prior and superior to any obligation of the City pursuant to this Agreement. 20. City Consent and Action. A. For purposes of this Agreement, any required written permission, consent, acceptance, approval, or agreement by the City means the approval of the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws. B. For purposes of this Agreement, any right of the City to take any action permitted, allowed, or required by this Agreement may be exercised by the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws. 21. Captions. Captions are for convenience only and do not control or affect the meaning or construction of any of the provisions of this Agreement. 22. Books and Records. Contractor shall prepare in accordance with generally accepted accounting practice and shall keep, at the address for delivery of notices set forth in this Agreement, accurate books of account. All books and records with respect to this Agreement must be kept by Contractor and must be open to examination or audit by the City for the Term and for the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies. Nothing herein may be construed to allow destruction of records that may be required to be retained longer by the statutes of the State of Florida. 23. Survival. All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to those obligations and rights related to indemnification, survive such expiration or earlier termination. 24. Force Majeure. In the event that either party hereto is delayed or hindered in or prevented from the performance required hereunder by reason of acts of God, failure of power, public health emergencies, strikes, lockouts, labor troubles, riots, war, insurrection, or other reason of like nature not the fault of the party ("Permitted Delay"), such party will be excused for the period of time equivalent to the delay caused by such Permitted Delay. Notwithstanding the foregoing, any extension of time for a Permitted Delay will be conditioned upon the party seeking an extension of time delivering written notice of such Permitted Delay to the other party within ten (10) days of the event causing the Permitted Delay. 25. No Waiver. No provision of this Agreement will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver may be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Agreement will be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the City's consent respecting any action by Contractor does not constitute a waiver of the requirement for obtaining the City's consent respecting any subsequent action. 26. Permits and Licenses. Contractor shall obtain any and all necessary permits, licenses, certifications and approvals which may be required by any government agency in connection with Contractor's performance of this Agreement. Upon request of the City, 6 DocuSign Envelope ID: 78222A07-BA13-4851-A92E-8279BF9F38C4 Contractor shall provide the City with written evidence of such permits, licenses, certifications and approvals. 27. Successors and Assigns. This Agreement inures to the benefit of and is enforceable by and against the Parties, their heirs, personal representatives, successors, and assigns, including successors by way of reorganization. 28. Subcontract. The hiring or use of outside services or subcontractors in connection with the performance of Contractor's obligations under this Agreement is not permitted without the prior written approval of the City, which approval may be withheld by the City in its sole and absolute discretion. Contractor shall promptly pay all subcontractors and suppliers. 29. Relationship of Parties. Nothing contained herein may be deemed or construed by the Parties, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the Parties, it being understood and agreed that nothing contained herein, nor any acts of the Parties, may be deemed to create any relationship between the Parties other than the relationship of independent contractors and principals of their own accounts. 30. Contract Adjustments. A. Either party may propose additions, deletions or modifications to the Scope of Services ("Contract Adjustments") in whatever manner such party determines to be reasonably necessary for proper compliance with this Agreement. Proposals for Contract Adjustments must be submitted to the non -requesting party in the form agreed to by the Parties. Contract Adjustments must be effectuated through amendments to this Agreement made in accordance with this Agreement. B. There may be no increase in the Services Pricing or the Maximum Annual Price on account of any Contract Adjustment made necessary or appropriate as a result of the mismanagement, improper act, or other failure of Contractor or its employees, agents or subcontractors to properly perform their obligations and functions under this Agreement. C. In the event Contractor proposes a Contract Adjustment and the City does not approve such Contract Adjustment, Contractor will continue to perform the original Scope of Services in accordance with the terms and conditions of this Agreement. D. Notwithstanding anything to the contrary contained in this Agreement, there may be no increase in the Services Pricing or the Maximum Annual Price except pursuant to an amendment to this Agreement made in accordance with this Agreement. 31. Warranties. In addition to any other warranties that may exist, Contractor warrants to the City that the services required to be performed by Contractor pursuant to this Agreement 7 DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 will be performed in a workmanlike manner consistent with industry standards reasonably applicable to the performance of such services. 32. Exclusive Agreement. The City hereby grants to Contractor exclusive rights to the environmental attributes, including RINs credits, attributable to the Station during the Term. Nothing contained in this Agreement may be construed to limit the City's ability to receive any federal or state tax incentives, grants, or credits associated with the use of CNG -fueled vehicles or RNG-fueled vehicles. 33. Contractor Personnel. The City reserves the right to require Contractor to replace any persons performing services pursuant to this Agreement, including but not limited to Contractor's employees and any affiliates' or subcontractors' employees, whom the City judges to be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the City. 34. Public Records. A. Contractor shall (i) keep and maintain public records (as defined in Florida's Public Records law) required by the City to perform the services pursuant to this Agreement; (ii) upon request from the City Clerk's Office, provide the City (at no cost to the City) with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided under Florida's Public Records law or other applicable Laws; (iii) ensure that public records in Contractor's possession that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by applicable Laws for the Term and after the expiration or earlier termination of this Agreement; and (iv) after the expiration or earlier termination of this Agreement, at the City's request, either transfer, at no cost, to the City all public records in Contractor's possession within ten (10) days following the City's request and/or keep and maintain any public records required by the City to perform the services pursuant to this Agreement. If Contractor transfers all public records to the City upon the expiration or earlier termination of this Agreement, Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If Contractor keeps and maintains public records upon the expiration or earlier termination of this Agreement, Contractor shall meet all applicable requirements for retaining public records in accordance with this Agreement and all applicable Laws. At the City's request, Contractor shall provide all electronically stored public records to the City in a format approved by the City. B. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, AS TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CITY CLERK'S OFFICE (THE CUSTODIAN OF PUBLIC RECORDS) DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 AT (727) 893-7448, CITY.CLERV&STPETE.ORG, OR 175 FIFTH ST. N., ST. PETERSBURG FL 33701. C. Nothing contained herein may be construed to affect or limit Contractor's obligations including but not limited to Contractor's obligations to comply with all other applicable Laws and to maintain books and records pursuant to this Agreement. 35. Execution of Agreement. This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts collectively constitute a single original Agreement. Additionally, each party is authorized to sign this Agreement electronically using any method authorized by applicable law or City policy, including any of the following: (i) a typed name on an electronic document; (ii) an image of a physical signature sent via email, fax, or other electronic transmission method; (iii) clicking a button to indicate agreement or acceptance in an electronic signature system; or (iv) a handwritten signature that is digitally captured on a touch device such as a tablet or smartphone. (REMAINDER OF PAGE INTENTIONALLY LEFT BANK) DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and date first above written. OPAf14 J STATION SERVICES LLC: Sat f it11/a�c. By'� 174 40521313012402 .. Scott Edelbach Print: Title: Executive vice Presi dent CITY OF ST. PETERSBURG, FLORIDA: ATTEST .—DocuSigned by: S{t,,au►.it, SWitn,Sov, B ti—A145E8759F46477... Stephanie Swinson, Director Procurement & Supply Management DocuSigned by: 7FFE25873DCF4B2... (SEAL) City Clerk (Designee) P '1AititigutiKontract Approved: e—OD &Vail as to Form and Content: B 015AD4297959410... Print: Robert Turner Project Manager `—OCD66E65988C4A3... City Attorney (Designee) 00704196 (Acknowledgment of Contractor) Under penalties of perjury, I declare that I am authorized by the Company to execute the foregoing Agieem by. Sc* tittioat(4, B y`—FF44B52BB0124B2... Scott Edelbach Print: DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS Appendix A Scope of Services 1. Background The City has one compressed Natural Gas facility where pipeline -quality natural gas is converted into compressed natural gas ("CNG") for use as a transportation fuel for the City's Solid Waste fleet. The volume of natural gas withdrawn from the commercial distribution system for the City of St. Petersburg Compressed Natural Gas station located 2601 20th Avenue. N St. Petersburg Florida, 33713 (the "Station") is measured by continuous metering. The CNG is used as a transportation fuel ("Vehicle Fuel") and for no other purpose. The City purchases natural gas pursuant to an agreement with Interconn Resources, LLC. The natural gas utilized by the City for the Station is transported and metered by Peoples Gas System (PGS) TECO Energy. The City's volume of natural gas withdrawn from the commercial distribution system for the City's Station in FY 2022 was 518,832 DGE (Diesel Gallon Equivalent). 2. Scope of Work Contractor shall supply into the commercial distribution system, at no charge to the City, an amount of Renewable Natural Gas/Biogas (hereinafter, "Biogas-derived CNG") equal to or greater than the actual volumes dispensed at the CNG Station for the immediately preceding 12 -month period (hereinafter, "Target Volume"). Additionally, Contractor shall manage and monetize all environmental attributes, including Renewable Identification Numbers (RINs) credits, associated with the supply and consumption of such Biogas-derived CNG, and shall remit to the City a portion of the revenues generated from such credits as described herein. Contractor shall start suppling the City with RNG nominations on December 1, 2023 ("Start Date"). 3. Contractor Responsibilities At a minimum, Contractor shall provide and meet the following responsibilities: a. Produce Biogas-derived CNG i. Produce and provide Biogas-derived CNG into the commercial distribution system in an amount equal to or greater than the monthly prorated amount of the Target Volume per month (i.e., 35,417 DGE per month). DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS b. Generate Environmental Attributes, including RINs credits i. During the Term, Contractor will have the right and responsibility, at Contractor's sole cost and expense, to generate and monetize any and all regulatory or voluntary credits, including RINs Credits, from environmental attributes associated with the use of Biogas-derived CNG associated with the Station's dispensing of Vehicle Fuel. ii. In accordance with the federal Renewal Fuel Standard ("RFS"), Contractor will ascribe environmental attributes, including RINs credits, to the CNG dispensed by City of St. Petersburg for use as Vehicle Fuel such that the CNG is deemed RNG-derived CNG, and in order for the RINs to be properly generated. The City of St. Petersburg will continue to obtain its supply of natural gas for converting into CNG under its own agreement(s) with third - party suppliers. For the avoidance of doubt, it is understood by the Parties that deliveries hereunder do not include physical gas delivery directly to the Station by Contractor. iii. Contractor will retain the value of any environmental attributes and associated credits it generates from the use of Biogas-derived CNG associated with the Station's dispensing of Vehicle Fuel. iv. The City hereby disclaims any interest in and represents and warrants that it has not and will not grant any interest in, any environmental attributes that are or may be attributed to Vehicle Fuel dispensed at the Station during the Term. The City will continue to receive any federal or state fuel tax incentives, credits, or grants associated with the use of CNG/RNG as Vehicle Fuel. c. Remit Payment to the City i. Contractor shall pay the City's Share (as defined in Appendix B) on the amount of CNG actually dispensed at the Station, as measured on a MCF basis based on information provided to Contractor by the local gas utility (currently, Peoples Gas System (PGS) TECO Energy) or directly from utility billing information. ii. Contractor shall remit the City's Share (as defined herein) of revenue from RINs credits no later than one hundred and twenty (120) days after the end of each calendar quarter. Contractor' s payment to the City must be accompanied by a statement setting forth the calculation of the City's Share. iii. The City will advise Contractor of material changes in business or other DocuSign Envelope ID: 75222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS conditions that could result in a more than twenty percent (20%) change in the Target Volume for any upcoming annual period during the Term. No later than sixty (60) days prior to the anniversary of the Effective Date of the Agreement, the City and Contractor may mutually agree to adjust the Target Volume for the upcoming annual period of the Term. 4. City's Responsibilities At a minimum, City shall provide and meet the following responsibilities: a. Continue to obtain a supply of natural gas from the applicable utility or other source to the Station. b. On a monthly basis, the City will provide Contractor with applicable billing documentation and receipts from the City's natural gas provider documenting all volumes of natural gas dispensed as Vehicle Fuel from the Station to show that the City dispensed an amount of CNG equal to a minimum of the monthly prorated amount of the Target Volume. The City will provide necessary documentation showing that the CNG dispensed at the Station is for use as Vehicle Fuel. c. The City will grant exclusive rights at the Station during the term to Contractor to supply Biogas-derived CNG, and the City will not claim any other environmental credits therefrom. The City agrees to cooperate to ensure that the Station is compliant with legal and regulatory requirements related to the dispensing of CNG at the Station. The City will be responsible for purchasing and coordinating all utility pipeline gas for the daily station operations. d. The City will maintain all records relating to the Station for a period of five years after the expiration of the Term. 5. Account Management Contractor shall provide Travis Yeomans as the Account Manager, who will be readily available during normal business hours to administer the Agreement. Contractor shall obtain written approval of the City prior to reassigning the Account Manager, and Contractor is responsible for notifying the City of any changes in contact information. Account Manager's responsibilities shall include, but are not limited to, overseeing all aspects of implementation, servicing, reporting, and issue resolution. Replacement of the Account Manager, upon written approval by the City, must be with personnel of equal or greater ability and qualifications. Contractor' s replacement of the Account Manager will not be grounds for an increase in the modification of the City's Share or extension of the time for completion of the services required. The City will consider unauthorized change of Account Manager as a material breach of the Agreement and grounds for termination. 6. Non -Performance a. Contract Administrator shall conduct inspection immediately after the Start Date and advise the Procurement Department in writing regarding satisfactory resolution or of any remaining deficiencies. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS b. In the event the Contractor consistently fails to perform per the Agreement requirements, the City may terminate the Agreement with cause and Contractor may be removed from the bidder's list for up to a three-year period. 7. Safety a. Contractor shall be responsible for ensuring that Contractor's staff follow all established safety regulations pertaining to the work to be performed per OSHA and/or City standards. b. Contractor's employees will keep doors closed and locked while servicing facilities after hours or when instructed by Facility Manager or Representative. 8. Training Contractor shall provide all job skills training and safety training required for its employees. Safety training shall instruct employees on the correct and safe use of the safety equipment required and of general safety procedures for the job and materials handling requirements. 9. Addition and Deletion of Service Locations a. City reserves the right to add or delete service locations at any time during the term of the Agreement. Contractor shall visit new sites and provide a quote for service(s) within five business days of request by the City. Upon written approval from the City Project Manager, Contractor shall begin servicing new locations within 10 business days of the date of the written notice. Written notice shall be made via electronic Purchase Order from the Procurement and Supply Management Department. b. Contractor shall provide services at all requesting City locations, including but not limited to city facilities which are managed by third party firms. Upon request by the management firm, Contractor shall provide services, billed to the third -party management firm, at the same prices extended to the city under this Agreement. 10. Annual Target Volume Target Volume for the first annual period is 425,000 DGE and will change annually based upon and equal the actual volumes dispensed at the CNG Station for the immediately preceding 12 -month period. 11. Suspension of Service The City may, without prior notice to Contractor, temporarily suspend services at specific sites throughout the Term of the Agreement at its sole discretion in the event of a supply interruption, failure of the compression system, or full system failure. 12. Conditions for Acceptance The U.S Environmental Protection Agency must first approve the CNG station as eligible pathway for RINs. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS Appendix B Contractor will pay the City's share ("City's Share") on all volume supplied by Contractor in an amount to be calculated as follows: 5% of the revenue from the D3 RINs generated in respect to the CNG dispensed at the Station. Example for illustrative purposes only: If D3 RINs were trading at $3.40 per RIN (equal to $39.87 per MMBtu), that would equate to $1.99 per MMBtu [$39.87 x .05 = $1.99J or $0.2922 per DGE payable to the City. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 EXHIBIT C TRANSACTION CONFIRMATION (Attached) DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS Appendix C Transaction Confirmation 1 October 02, 2023 This Transaction Confirmation No. 1 ("TC No. 1") is subject to the Master Agreement between City of St. Petersburg ("Dispenser") and OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC ("Supplier") dated as of October 20, 2023 (the "Master Agreement"). The terms of this TC No.1 are binding upon execution by the Parties. Capitalized terms not otherwise defined in this TC No. 1 have the meanings ascribed to such terms in the Master Agreement. To the extent that there is any conflict in the terms and conditions between this Transaction Confirmation and the Master Agreement, the terms and conditions of the Master Agreement shall prevail unless the Transaction Confirmation expressly states that it is superseding the Master Agreement with respect to a specific provision. Dispenser: City of St. Petersburg 2601 20th Avenue. N St. Petersburg Florida, 33713 Attn: Victoria Amerson E-mail: Victoria.Amerson@stpete.org Supplier: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue White Plains, NY 10601 http://www.opalfuels.com Attn: Juan Reina Phone: 914-421-4900 Email: noticeofficer@opalfuels.com and jreina@opalfuels.com Dispenser Share: • 5 % of the RIN Value and For purposes of calculating the Dispenser Share, the RNG Contract Quantity shall be measured each month and aggregated over the course of each calendar year of the Delivery Period (each, an "Annual Period") of this Transaction Confirmation, commencing on the Start Date. Supplier shall pay the Dispenser Share to the Dispenser no later than one hundred and twenty (120) days from the end of the applicable calendar quarter during which the RNG was dispensed by Dispenser at the Station. RNG Contract Quantity: Supplier shall supply minimum of 60% of the actual volume dispensed at the Station ("Minimum Volume Amount" or "Target Volume"). The Station is projected to dispense 425,000 DGE annually. The RNG Contract Quantity shall be measured on a pro -rata basis monthly for purposes of determining compliance with this Transaction Confirmation. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-82798F9F38C4 OPAL `T/ FUELS In the event that Supplier fails to supply the Station with RNG at the applicable Minimum Volume Amount, Supplier hereby guarantees payment to Dispenser of the Dispenser Share with respect to the shortfall, i.e., the difference between (i) the amount of RNG supplied by Supplier for the period, and (ii) Minimum Volume Amount. Dispenser shall advise Supplier promptly of any material changes in business conditions that could result in more than a twenty percent (20%) change in the RNG Contract Quantity on an annual basis. No later than sixty (60) days prior to each annual anniversary date of this Transaction Confirmation, Dispenser and Supplier shall adjust estimates for the aggregate RNG Contract Quantity for the upcoming year which shall be equal to the actual volume dispensed for the immediately preceding year. Delivery Period: Start Date: December 1, 2023 End Date: The initial term of the Agreement will be for two years with two one-year renewal periods by mutual agreement of the Parties. List of Station: 2601 20th Avenue. N St. Petersburg Florida, 33713 Meter No. and Gas Utilities Serving the Stations to be provided by Dispenser prior to start date and incorporated into this TC by Supplier: Additional Conditions: None. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 EXHIBIT A - 1 SCOPE OF SERVICES (Attached) DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS Appendix A-1 Scope of Services The City has two Compressed Natural Gas facilities where pipeline -quality natural gas is converted into compressed natural gas ("CNG") for use as a transportation fuel for the City's Solid Waste fleet. The volume of natural gas withdrawn from the commercial distribution system for the City of Clearwater Compressed Natural Gas station located at [insert address] (the "Station") is measured by continuous metering. The CNG is used as a transportation fuel ("Vehicle Fuel") and for no other purpose. The City purchases natural gas pursuant to an agreement with Florida Gas Utility. The natural gas utilized by the City for the Station is transported and metered by Clearwater Gas System, a department of the City of Clearwater The City's volume of natural gas withdrawn from the commercial distribution system for the City's Station in FY 2023 was 360,000 DGE (Diesel Gallon Equivalent). 13. Scope of Work Contractor shall supply into the commercial distribution system, at no charge to the City, an amount of Renewable Natural Gas/Biogas (hereinafter, "Biogas-derived CNG") equal to or greater than the actual volumes dispensed at the CNG Station for the immediately preceding 12 -month period (hereinafter, "Target Volume"). Additionally, Contractor shall manage and monetize all environmental attributes, including Renewable Identification Numbers (RINs) credits, associated with the supply and consumption of such Biogas-derived CNG, and shall remit to the City a portion of the revenues generated from such credits as described herein. Contractor shall start suppling the City with RNG nominations on [6/1/2024] ("Start Date"). 14. Contractor Responsibilities At a minimum, Contractor shall provide and meet the following responsibilities: a. Produce Biogas-derived CNG i. Produce and provide Biogas-derived CNG into the commercial distribution system in an amount equal to or greater than the monthly prorated amount of the Target Volume per month (i.e., 30,000 DGE per month). DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS b. Generate Environmental Attributes, including RINs credits i. During the Term, Contractor will have the right and responsibility, at Contractor's sole cost and expense, to generate and monetize any and all regulatory or voluntary credits, including RINs Credits, from environmental attributes associated with the use of Biogas-derived CNG associated with the Station's dispensing of Vehicle Fuel. ii. In accordance with the federal Renewal Fuel Standard ("RFS"), Contractor will ascribe environmental attributes, including RINs credits, to the CNG dispensed by City of Clearwater for use as Vehicle Fuel such that the CNG is deemed RNG-derived CNG, and in order for the RINs to be properly generated. The City of Clearwater will continue to obtain its supply of natural gas for converting into CNG under its own agreement(s) with third - party suppliers. For the avoidance of doubt, it is understood by the Parties that deliveries hereunder do not include physical gas delivery directly to the Station by Contractor. iii. Contractor will retain the value of any environmental attributes and associated credits it generates from the use of Biogas-derived CNG associated with the Station's dispensing of Vehicle Fuel. iv. The City hereby disclaims any interest in and represents and warrants that it has not and will not grant any interest in, any environmental attributes that are or may be attributed to Vehicle Fuel dispensed at the Station during the Term. The City will continue to receive any federal or state fuel tax incentives, credits, or grants associated with the use of CNG/RNG as Vehicle Fuel. c. Remit Payment to the City i. Contractor shall pay the City's Share (as defined in Appendix B) on the amount of CNG actually dispensed at the Station, as measured on a MCF basis based on information provided to Contractor by the local gas utility (currently, Clearwater Gas System, a department of the City of Clearwater) or directly from utility billing information. ii. Contractor shall remit the City' s Share (as defined herein) of revenue from RINs credits no later than one hundred and twenty (120) days after the end of each calendar quarter. Contractor's payment to the City must be accompanied by a statement setting forth the calculation of the City's Share. iii. The City will advise Contractor of material changes in business or other DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38G4 OPAL FUELS conditions that could result in a more than twenty percent (20%) change in the Target Volume for any upcoming annual period during the Term. No later than sixty (60) days prior to the anniversary of the Effective Date of the Agreement, the City and Contractor may mutually agree to adjust the Target Volume for the upcoming annual period of the Term. 15. City's Responsibilities At a minimum, City shall provide and meet the following responsibilities: a. Continue to obtain a supply of natural gas from the applicable utility or other source to the Station. b. On a monthly basis, the City will provide Contractor with applicable billing documentation and receipts from the City's natural gas provider documenting all volumes of natural gas dispensed as Vehicle Fuel from the Station to show that the City dispensed an amount of CNG equal to a minimum of the monthly prorated amount of the Target Volume. The City will provide necessary documentation showing that the CNG dispensed at the Station is for use as Vehicle Fuel. c. The City will grant exclusive rights at the Station during the term to Contractor to supply Biogas-derived CNG, and the City will not claim any other environmental credits therefrom. The City agrees to cooperate to ensure that the Station is compliant with legal and regulatory requirements related to the dispensing of CNG at the Station. The City will be responsible for purchasing and coordinating all utility pipeline gas for the daily station operations. d. The City will maintain all records relating to the Station for a period of five years after the expiration of the Term. 16. Account Management Contractor shall provide Travis Yeomans as the Account Manager, who will be readily available during normal business hours to administer the Agreement. Contractor shall obtain written approval of the City prior to reassigning the Account Manager, and Contractor is responsible for notifying the City of any changes in contact information. Account Manager's responsibilities shall include, but are not limited to, overseeing all aspects of implementation, servicing, reporting, and issue resolution. Replacement of the Account Manager, upon written approval by the City, must be with personnel of equal or greater ability and qualifications. Contractor's replacement of the Account Manager will not be grounds for an increase in the modification of the City' s Share or extension of the time for completion of the services required. The City will consider unauthorized change of Account Manager as a material breach of the Agreement and grounds for termination. 17. Non -Performance a. Contract Administrator shall conduct inspection immediately after the Start Date and advise the Procurement Department in writing regarding satisfactory resolution or of any remaining deficiencies. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS b. In the event the Contractor consistently fails to perform per the Agreement requirements, the City may terminate the Agreement with cause and Contractor may be removed from the bidder's list for up to a three-year period. 18. Safety a. Contractor shall be responsible for ensuring that Contractor's staff follow all established safety regulations pertaining to the work to be performed per OSHA and/or City standards. b. Contractor's employees will keep doors closed and locked while servicing facilities after hours or when instructed by Facility Manager or Representative. 19. Training Contractor shall provide all job skills training and safety training required for its employees. Safety training shall instruct employees on the correct and safe use of the safety equipment required and of general safety procedures for the job and materials handling requirements. 20. Addition and Deletion of Service Locations a. City reserves the right to add or delete service locations at any time during the term of the Agreement. Contractor shall visit new sites and provide a quote for service(s) within five business days of request by the City. Upon written approval from the City Project Manager, Contractor shall begin servicing new locations within 10 business days of the date of the written notice. Written notice shall be made via electronic Purchase Order from the Procurement and Supply Management Department. b. Contractor shall provide services at all requesting City locations, including but not limited to city facilities which are managed by third party firms. Upon request by the management firm, Contractor shall provide services, billed to the third -party management firm, at the same prices extended to the city under this Agreement. 21. Annual Target Volume Target Volume for the first annual period is 360,000 DGE and will change annually based upon and equal the actual volumes dispensed at the CNG Station for the immediately preceding 12 -month period. 22. Suspension of Service The City may, without prior notice to Contractor, temporarily suspend services at specific sites throughout the Term of the Agreement at its sole discretion in the event of a supply interruption, failure of the compression system, or full system failure. 23. Conditions for Acceptance The U.S Environmental Protection Agency must first approve the CNG station as eligible pathway for RINs. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 EXHIBIT B - 1 (Attathed) DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS Appendix B-1 Contractor will pay the City's share ("City's Share") on all volume supplied by Contractor in an amount to be calculated as follows: 5% of the revenue from the D3 RINs generated in respect to the CNG dispensed at the Station. Example for illustrative purposes only: If D3 RINs were trading at $3.40 per RIN (equal to $39.87 per MMBtu), that would equate to $1.99 per MMBtu [$39.87 x .05 = $1.99] or $0.2922 per DGE payable to the City. DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 EXHIBIT C-1 TRANSACTION CONFIRMATION (Attached) DocuSign Envelope ID: 7B222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS Appendix C-1 Transaction Confirmation 1 April 22, 2024 This Transaction Confirmation No. 1 ("TC No. 1") is subject to the Master Agreement between City of Clearwater ("Dispenser") and OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC ("Supplier") dated as of April 22, 2024 (the "Master Agreement"). The terms of this TC No.1 are binding upon execution by the Parties. Capitalized terms not otherwise defined in this TC No. 1 have the meanings ascribed to such terms in the Master Agreement. To the extent that there is any conflict in the terms and conditions between this Transaction Confirmation and the Master Agreement, the terms and conditions of the Master Agreement shall prevail unless the Transaction Confirmation expressly states that it is superceding the Master Agreement with respect to a specific provision. Dispenser: City of Clearwater d/b/a Clearwater Gas System 777 Maple St Clearwater, FL 33755 Phone: 727-562-4900 Attention: Alex Leon, Gas Assistant Director Supplier: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue White Plains, NY 10601 www.opalfuels.com Attn: Juan Reina Phone: 914-421-4900 Email: noticeofficer@opalfuels.com and jreina@opalfuels.com Dispenser Share: • 5 % of the RIN Value and For purposes of calculating the Dispenser Share, the RNG Contract Quantity shall be measured each month and aggregated over the course of each calendar year of the Delivery Period (each, an "Annual Period") of this Transaction Confirmation, commencing on the Start Date. Supplier shall pay the Dispenser Share to the Dispenser no later than one hundred and twenty (120) days from the end of the applicable calendar quarter during which the RNG was dispensed by Dispenser at the Station. RNG Contract Quantity: Supplier shall supply minimum of 60% of the actual volume dispensed at the Station ("Minimum Volume Amount"). The Station is projected to dispense 51,282 MMBtu or approximately 400,000 GGE. The RNG Contract Quantity shall be measured on a pro - rata basis monthly for purposes of determining compliance with this Transaction Confirmation. OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC — One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com DocuSign Envelope ID: 78222A07-BA13-4851-A92E-8279BF9F38C4 OPAL FUELS In the event that Supplier fails to supply the Station with RNG at the applicable Mininum Volume Amount, Supplier hereby guarantees payment to Dispenser of the Dispenser Share with respect to the shortfall, i.e., the difference between (i) the amount of RNG supplied by Supplier for the period, and (ii) Minimum Volume Amount. Dispenser shall advise Supplier promptly of any material changes in business conditions that could result in more than a twenty percent (20%) change in the RNG Contract Quantity on an annual basis. No later than sixty (60) days prior to each annual anniversary date of this Transaction Confirmation, Dispenser and Supplier shall adjust estimates for the aggregate RNG Contract Quantity for the upcoming year which shall be equal to the actual volume dispensed for the immediately preceding year. Delivery Period: Start Date: 6/1/2024 End Date: The Agreement will terminate on October 19, 2025 with two one-year renewal periods by mutual agreement of the Parties. List of Stations: • 1005 Old Coachman Road, Clearwater, FL 33765 • 1020 N Hercules Ave, Clearwater FL 33765 Meter No. and Gas Utilities Serving the Stations to be provided by Dispenser prior to start date and incorporated into this TC by Supplier: Additional Conditions: None. OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC — One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com iLpetersaur www.stJuLsrU Solicitation No. 8717,1 Solicitation No. 8717,1 1.1 General Information Title IFB 8717,1: Compressed Natural Gas Description 405-13: Compressed Natural Gas The City of St. Petersburg ("City") is soliciting bids from qualified firms to provide renewable natural gas. Amendment Date 22 -AUG -2023 07:53:57 Amendment Amendment No. 1 to extend the close date to August 31, 2023 at 3:OOPM and Description provide additional time to upload questions and answers. Preview Date 22 -AUG -2023 07:53:59 Close Date 31 -AUG -2023 15:01:00 Time Zone Eastern Time Quote Style Sealed Outcome Blanket Purchase Agreement Note Pre -Bid Meeting Date: Wednesday, August 16, 2023 Time:10:00 AM EST Join Zoom Meeting https://zoom.us/j/92833680761 Meeting ID: 928 3368 0761 One tap mobile +13052241968„92833680761# US +16469313860„92833680761# US Open Date Award Date Buyer Email 22 -AUG -2023 07:53:59 Not Specified Amerson, Victoria Victoria.Amerson@stpete.org All questions regarding this solicitation must be emailed to victoria.amerson@stpete.org no later than 12:OOPM., August 18,2023. 1.2 Terms Effective Start Date Ship -To Address Payment Terms FOB Currency Total Agreement Amount (USD) Not Specified SANITATION SANITATION DEPARTMENT CITY OF ST PETERSBURG 2001 28TH ST N Saint Petersburg, FL 33713 United States NET 30 FOB Destination USD (US Dollar) Not Specified Effective End Date Not Specified Bill -To Address ACCOUNTS PAYABLE FINANCE DEPARTMENT ACCOUNTS PAYABLE CITY OF ST PETERSBURG PO BOX 1257 Saint Petersburg, FL 33731 United States Carrier Freight Terms Price Precision Minimum Release Amount (USD) Common Carrier Prepaid Any Not Specified City of St. Petersburg Page 1 of 8 Solicitation No. 8717,1 1.3 Requirements 1. Company name (full legal name). Type Provide your answer below 2. Federal identification number. Type Provide your answer below 3. Street address, telephone, P.O. Box, zip code, state and email. Type Provide your answer below 4. Company ownership. If incorporated, the state and date of incorporation. Type Provide your answer below 5. Year the company was founded. Type Provide your answer below City of St. Petersburg Page 2 of 8 Solicitation No. 8717,1 6. Address and phone number of the office providing the service. Type Provide your answer below 7. Name, phone number, email address, and title of contact person. This person must be capable of committing the company to an agreement with the City. Type Provide your answer below 8. Number of employees, both locally and nationally. Type Provide your answer below 9. Number of years company has operated under this name. Type Provide your answer below 10. Brief description of the nature of the company's business. Type Provide your answer below City of St. Petersburg Page 3 of 8 Solicitation No. 8717,1 11. Number of years company has been in present business. Type Provide your answer below 12. Type of business organization (sole proprietorship, partnership, corporation, limited liability company). Type Provide your answer below 13. Company's bank of record. Type Provide your answer below 14. Is the bidder registered with the Florida Department of State, Division of Corporations (Sunbiz)? (Y/N) Type Please indicate your response: NO YES 15. Is the bidder a City certified Small Business Enterprise (SBE)? If Yes please provide your certificate number. (Y/N) Type Provide your answer below City of St. Petersburg Page 4 of 8 Solicitation No. 8717,1 16. Describe any litigation that the bidder has been a party to in the last five years where it was alleged that the bidder breached a contract for similar services with a client/customer and describe any contracts for similar services that the bidder failed to complete for similar services. Describe the facts and status of any such litigation or contract. Type Provide your answer below 17. Identify any government entity that has debarred or otherwise prohibited the Bidder from responding to its competitive solicitations within the last five years. Describe the circumstances surrounding such debarment or other prohibition. Type Provide your answer below 1. Bid Acceptances Period The bidder confirms that prices will remain firm for a period of ninety (90) days. (Y/N) Type Please indicate your response: NO YES 2. Warranty The bidder fully warrants all material, equipment and services against poor and inferior quality or workmanship for a period of one (1) year from date of final acceptance. Copies or descriptions of all manufacturer's(s') warranties shall accompany bid for the item(s) proposed. The description(s) shall include the length and scope of the warranties. (Y/N) Type Please indicate your response: NO YES 3. Insurance The bidder hereby certifies that he or she has reviewed and understands the insurance requirements specified in the IFB. Should the bidder be awarded the contract for the work, bidder further certifies that it City of St. Petersburg Page 5 of 8 Solicitation No. 8717,1 can meet the specified requirements for insurance, including insurance coverage of the subcontractors, and agrees to name the City of St. Petersburg as additional insured for the work specified. (Y/N) Type Please indicate your response: NO YES 4. License The bidder certifies that he/she possess a valid State of Florida Contractor's License for the classification(s) of work specified in the contract documents. Bidders must show copies of their contractor's license number, classification and expiration date on their bid. Please attached a PDF of your license. Type Please indicate your response: NO YES 5. E -Verify The bidder acknowledges that it has read, understands and will comply with Florida Statute section 448.095 pertaining to required use of the U.S. Department of Homeland Security's E -Verify system. Should the City terminate the contract with the bidder for violation of s. 448.09(1), bidder may not be awarded a contract with the City for at least one year. (Y/N) Type Please indicate your response: NO YES 1. The bidder acknowledges that its bid is subject to Public Records laws (Chapter 119, Florida Statutes). (Y/N) Type Please indicate your response: NO YES 2. Has the bidder identified any trade secrets or confidential information in its bid? (Y/N) Type Please indicate your response: NO YES 1. The bidder certifies that it takes no exceptions to the terms and conditions of the solicitation. (Y/N) Type Provide your answer below City of St. Petersburg Page 6 of 8 Solicitation No. 8717,1 2. If exceptions are taken, specify in the space provided. If No exceptions are taken, please enter "N/A" to proceed. Type Provide your answer below 1. Provide the number of full-time employees directly on bidder's payroll as of submission date. Type Provide your answer below 2. Does bidder agree to comply with the Living Wage requirements set forth in the St. Petersburg City Code? (Y/N) Type Please indicate your response: NO YES 1.4 Attachments Appendix A, Scope of Services File Appendix A, Scope of Services Appendix B, Pricing Schedule File Appendix B, Pricing Schedule Agreement File Agreement General Terms File General Terms Special Terms Living Wage File Special Terms Living Wage City of St. Petersburg Page 7 of 8 Solicitation No. 8717,1 2 Price Schedule 2.1 Line Information 1 Compressed Natural Gas 1 DOLLA R City of St. Petersburg Page 8 of 8 IFE No. 8717,1 Compressed Natural Gas 405-13 Compressed Natural Gas Tori Amerson Item No. Description Qty. UOM Clean Energy Newport Beach, CA Unit Price 405-13 Compressed Natural Gas ea Annual SubTotal: 3 -Year Agreement Total: 2% City of St. Petersburg Bid Tabulation Procurement and Supply Management NOTE: COST IS CALCULATED BY % OF THE REVEUNE FROM THE D3 RIN5 GENERATED IN RESPECT TO THE CNG DISPENSED AT THE STATION. Trillium Transportation Fuels LLC dba Trillium CNG Houston, TX Unit Price 3% 2023-499 A RESOLUTION ACCEPTING THE BID AND APPROVING THE AWARD OF A TWO-YEAR AGREEMENT WITH TWO ONE-YEAR RENEWAL OPTIONS TO OPAL FUELS LLC FOR SUPPLYING RENEWABLE COMPRESSED NATURAL GAS ("CNG") FOR THE SANITATION DEPARTMENT AND REMITTING TO THE CITY 5% OF THE REVENUE FROM THE D3 RINS CREDITS GENERATED IN RESPECT TO THE CNG DISPENSED AT THE CITY'S CNG STATION; AUTHORIZING THE MAYOR OR MAYOR'S DESIGNEE TO EXECUTE ALL DOCUMENTS NECESSARY TO EFFECTUATE THIS TRANSACTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Procurement & Supply Management Department received three (3) bids for Compressed Natural Gas ("CNG") pursuant to IFB No. 8717,1 dated August 2, 2023; and WHEREAS, OPAL Fuels LLC ("Opal") has met the specifications, terms and conditions of IFB 8717,1; and WHEREAS, Opal will supply into the commercial distribution system, at no charge to the City, an amount of Renewable Compressed Natural Gas ("CNG") equal to or greater than 475,000 THERMS annually; and WHEREAS, Opal will manage and monetize all environmental attributes, including Renewable Identification Numbers (RINs) credits, associated with Opal's supply and the City's consumption of CNG, and Opal will remit to the City 5% of the revenues generated from such credits; and WHEREAS, the Procurement and Supply Management Department, in cooperation with the Sanitation Department, recommends approval of this Resolution. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of St. Petersburg, Florida that the bid is accepted and the award of a two-year agreement with two one- year renewal options to OPAL Fuels LLC for supplying renewable Compressed Natural Gas ("CNG") for the Sanitation Department and remitting to the City 5% of the revenue from the D3 RINS credits generated in respect to the CNG dispensed at the City's CNG station is hereby approved. BE IT FURTHER RESOLVED that the Mayor or his designee is authorized to execute all documents necessary to effectuate this transaction. This Resolution shall become effective immediately upon its adoption. 2023-499 Page 2 Adopted at a regular session of the City Council held on the 5'h day of October 2023. ATTEST: Brandi Gabbard, Chair-Councilmember Presiding Officer of the City Council Chan Srinivasa, City Clerk