HomeMy WebLinkAboutRES 17-183RESOLUTION NO. 17-183
BE IT RESOLVED BY THE CITY COUNCIL
OF THE CITY OF BEAUMONT:
THAT the City Manager be and he is hereby authorized to execute a ten (10) year
Operations and Maintenance Services Agreement with Trillium CNG to provide
operation and maintenance services for Compressed Natural Gas (CNG) fueling
stations located at the Beaumont Transit facility and to fund upgraded pumping facilities
to comply with newer accounting and credit card standards. The Agreement is
substantially in the form attached hereto as Exhibit "A" and made a part hereof for all
purposes.
The meeting at which this resolution was approved was in all things conducted in
strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter
551.
PASSED BY THE CITY COUNCIL of the City of Beaumont this the 19th day of
September, 2017.
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OPERATIONS AND MAINTENANCE SERVICES AGREEMENT
This OPERATIONS AND MAINTENANCE SERVICES AGREEMENT ("Agreement") is entered into this
day of '2017, ("Effective Date") by and between The City of Beaumont, Texas
("Customer"), and Trillium Transportation Fuels, LLC ("Trillium"), Each of Customer and Trillium may
individually be referred to herein as a "Party" and referred to collectively as the "Parties."
WHEREAS Customer wishes to procure certain operation and maintenance services from Trillium, and
Trillium wishes to provide the same to Customer.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the Parties
hereby acknowledge, the Parties agree as follows:
1. Equipment Upgrade. Customer agrees to procure from Trillium the equipment upgrades to the Site
(as defined below) as detailed in the attached Exhibit C ("Equipment Upgrade"). The cost of the
Equipment Upgrade shall be paid to Trillium by Customer in monthly installments as part of the
Service Charge (as defined below) throughout the first five (5) years of the Term (as defined below),
as such prices are more particularly set forth in the attached Exhibit B. In the event Customer fails
to pay any portion of the Service Charge associated with the Equipment Upgrade or otherwise fails
or refuses to permit the Equipment Upgrade Trillium shall be entitled to suspend performance of
the Services, without liability therefor and without terminating this Agreement, until such time as
the Equipment Upgrade has been completed and any due and outstanding charges related to the
same have been paid in full.
2. Management and Operation. Commencing on the Effective Date, Trillium agrees to provide
operation and maintenance services in accordance with Exhibit A (the "Services") at the certain CNG
refueling station located at 550 Milam St., Beaumont, Texas 77701 (the "Site").
Service Charges. For each calendar month of the Term, as defined below, Customer will pay Trillium
a service charge (the "Service Charge") as set forth in the attached Exhibit B. -On each anniversary of
the Effective Date, the Fixed Fee and Volumetric Fee rate components of the Service Charge will be
automatically adjusted to reflect any increases or decreases in the National Consumer Price Index
for All Urban Consumers, U.S. City Average (All Items; 1982-84 = 100) as issued by the U.S.
Department of Labor, Bureau of Labor Statistics (the "CPI").
4. Billing and Payment.
(a) Trillium will invoice Customer within thirty (30) days of the end of each calendar month
during the Term, as defined below (each such date of actual invoice issuance shall be
referred to as.an "Invoice Date"), for the Services (as described in Exhibit B) owed by
Customer in that prior calendar month. Any invoice for a partial month's Services during
the Term shall prorate the Fixed Fee based on the number of days that Company has or is
expected to provide Services during the month.
(b) The Customer shall pay each such invoice within forty-five (45) days of the Invoice Date (the
"Due Date"). If payment is not received by Trillium on or before the Due Date, Trillium shall
100177973. D 0 CX;1)
EXHIBIT "A"
commence charging Customer late payment charges equal to one and one-half percent
(1.5%) per month, calculated for the period commencing on the Due Date and ending with
the date Trillium receives full payment; provided that in no event will any interest be
payable hereunder at a rate in excess of the maximum rate permitted by applicable law. If
an invoice remains unpaid following the Due Date, Trillium may, in Trillium's sole discretion,
in addition to any other rights and remedies available under this Agreement or at law or in
equity, either (i) suspend further Services until such invoice is paid or (ii), terminate this
Agreement effective upon Customer's receipt of written notice from Trillium.
(c) In the event Customer disputes the amount properly due hereunder, Customer shall
promptly pay all amounts reflected on the invoice, and -the Parties will work together in
good faith to resolve any such dispute pursuant to this Agreement. If, at any time, the
Parties agree that there has been an overcharge, Trillium will promptly refund the same. In
no event will any adjustment be made with respect to amounts paid or required to be paid
hereunder unless written claim is made therefor not later than twelve (12) months following
the date such amount was paid.
(d) Trillium will retain from the price per GGE, defined as Gas Gallon Equivalent, paid by
Customer's Third Party customers, defined as all customers of the Refueling Station other
than Customer, in partial payment of its fee for its operation and management services
hereunder, an amount equal to the Service Charge (as described in Exhibit B , plus $0.0625
per GGE. Any excess amount received by Trillium from the sale of CNG by Trillium to
Customer's Third Parry customers over and above that portion retained by Trillium in partial
payment of its fee will be paid to the Customer within thirty (30) days following the end of
each calendar month during the Term, with any late payments bearing interest at one and
one-half percent (1.51) per month calculated from the date due until the date paid.
5. Customer's Covenants. In addition to payment of the Service Charge and other terms and
conditions contained herein, the Customer agrees and covenants as follows:
(a) Customer shall designate to Trillium in writing the name and pertinent contact information
for the individual who shall act as the primary point of contact for the Customer relating to
the Services (the Customer's "Designated Representative"). The initial Designated
Representative is Bill Munson, Beaumont Municipal Transit General Manager. The
Designated Representative shall further be responsible for assisting Trillium in securing the
Site in the event of an emergency.
(b) Customer shall provide Trillium with continuous and uninterrupted access to the Site.
Notwithstanding any other provision in this Agreement, Trillium will not be responsible for
any delays in performance due to Customer's failure to grant Trillium access to the Site.
(c) Customer shall. provide at its cost and expense any maintenance and inspection obligations
designated as Customer's as set forth on Exhibit A.
(d) Customer agrees to limit access to the Site to its employees, the employees of Customer's
fleet customers, Customer's public customers engaged in refueling natural gas vehicles and
to authorized personnel and vendors of the Customer or Trillium who are working with or
performing work on the Site. Trillium will have no responsibility whatsoever with respect to
f 00177973. D OCX;1)2
any party who gains access to the Site, whether such access is authorized or unauthorized,
other than employees or authorized agents of Trillium.
6. Term and Termination.
(a) The term (the "Term") of this Agreement will commence on the Effective Date and will
continue in full force and effect until the tenth (10th) anniversary of the Effective Date. (the
"Primary Termination- Date") Unless a Party provides not less than thirty (30) days prior
written notice to the other Party of their intent to terminate this Agreement, this
Agreement will continue beyond the Primary Termination Date on a month to month basis,
and thereafter either Party may terminate this Agreement by providing the other Party not
less than thirty (30) days' notice of such desire to terminate.
(b) Except as provided in Section 6(c), if pursuant to Section 6(a) either Party delivers a written
notice to the other stating that it intends to terminate this Agreement, the Parties agree
that upon receipt of such written notice, this Agreement will terminate at the end of the
calendar month following such notice.
(c) Upon the termination of this Agreement, neither Party will have any further liability or
obligation hereunder, other than any liability or payment obligation or other obligation
arising out of this Agreement that has accumulated and remains to be performed as of the
date of termination hereof.
7. Taxes. Customer is responsible for the payment of any and all taxes, fees and assessments
imposed on the sale or delivery of CNG at or from the Site.
8. Licenses, Permits and Utilities. Trillium, at its sole expense, will secure all necessary permits,
licenses, variances, consents, certificates and other authorizations required to perform the Services at
the Site (collectively, the "Permits"), at Trillium's expense. Customer will, at .its sole expense, make
available to Trillium all utility services required to perform the Services at the Site, including all gas,
electrical, water, sewer and storm drain lines. Notwithstanding any other provision hereof, Trillium may
terminate this Agreement by written notice to Customer in the event Trillium is unable, through
reasonable commercial efforts to obtain such Permits deemed necessary by Trillium for Trillium's
performance under this Agreement.
9. Warranty. With respect to Services performed regarding the installation or assembly by Trillium
of new equipment or any additional new or replacement equipment during the Term, Trillium warrants
that same will be free from defects in material and workmanship for a period of twelve (12) months
after initial start-up of the new equipment or new or replacement equipment. If any failure to :conform
to the above warranty is reported in writing to Trillium within said period, Trillium will, at its option,
correct such nonconformity by suitable repair of the equipment or by furnishing and installing a
replacement part. The effects of corrosion, impurities in gas and ordinary wear and tear are specifically
excluded from the above warranty. Trillium will not be responsible for any repairs or replacements
performed by Customer or others without Trillium's prior written approval. With respect to all
components of the equipment furnished by Trillium but manufactured by others, Trillium will pass all
warranties of the manufacturers of such components to Customer to the full extent to which such
warranties may be passed to Customer. TRILLIUM MAKES NO OTHER WARRANTIES OF WHATSOEVER
NATURE, EXPRESS OR IMPLIED, CONCERNING THE EQUIPMENT, IT BEING THE INTENTION OF TRILLIUM
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AND CUSTOMER TO NEGATE EXPRESSLY AND TO EXCLUDE ALL OTHER WARRANTIES, INCLUDING
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY
PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY
DESCRIPTION OF THE EQUIPMENT, AND ANY OTHER WARRANTIES WHATSOEVER CONTAINED IN OR
CREATED BY LAW.
10. Indemnification.
(a) Customer. Customer will indemnify, defend and hold Trillium, its affiliates and their
respective officers, directors, agents, insurers and employees harmless from and against
any and all claims, demands, damages, costs, expenses, actions, proceedings, liabilities
or losses, of whatsoever nature (including reasonable attorney's fees), for any injury to
or death of persons, or for damage or loss to property of Trillium, Customer or a third
party ("Claims") arising out of any negligent act or omissions or any intentional
wrongdoing of Customer its performance or non-performance under, or otherwise in
connection with, this Agreement; provided, however, that Customer will not be
obligated to defend or indemnify Trillium against any Claim to the extent caused by any
negligent act or omission or any intentional wrongdoing of the Trillium.
(b) Trillium. Trillium will indemnify, defend and hold Customer, its affiliates and their
respective officers, directors, agents, insurers and employees harmless from and against
any and all Claims, arising out of any negligent act or omissions or any intentional
wrongdoing of Trillium its performance or non-performance under, or otherwise in
connection with, this,Agreement; provided, however, that Trillium will not be obligated
to defend or indemnify Customer against any Claim to the extent caused by any
negligent act or omission or any intentional wrongdoing of the Customer.
(c) Survival. The provisions of this Section 10 will survive termination of this Agreement.
11. Disputes. In the event of a dispute between the Parties arising from this Agreement, the
Parties' respective authorized representatives having day to day responsibility for the matters governed
by this Agreement shall attempt in good faith to resolve the dispute. In the event the dispute is not
resolved within five (5) days following negotiations by such authorized representatives, the dispute shall
the dispute shall be referred to the respective executive level officers of the Parties, who shall attempt
in good faith to resolve the dispute. In the event the dispute is not resolved within fifteen (15) days
following referral of the dispute to such executive officers, the Parties may proceed to pursue such
other rights and remedies (including equitable remedies) as may be available.
12. Insurance.
(a) Trillium Insurance Requirements. Trillium agrees to obtain and maintain the following
types and amounts of insurance coverage for the entire Term of this Agreement to
insure against any and all liabilities, claims, losses, damages or expenses resulting from
activities related to the Services provided hereunder:
(i) Workman's Compensation and Employer's Liability Insurance as required by the
state or province of the Site;
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(ii) Comprehensive Automobile and Vehicle Liability Insurance covering claims for
injuries to vehicles, including on-site and off-site operations, and owned, non -
owned or hired vehicles, with $2,000,000 combined limits, together with any
appropriate endorsements and coverage relating to the maintenance and operation
of the Site;
(iii), Commercial General Liability Insurance covering claims for personal injury or
damage to property arising out of a negligent act or omission of Trillium and any of
its employees, agents or Subcontractors, with limits of $5,000,000 in the aggregate.
The policies listed in (ii) and (iii) above will name the Customer and its parent and affiliated
companies as additional insured. Trillium shall supply proper certificates of insurance on
request.
(b) Customer Insurance Requirements. Customer agrees to obtain and maintain the following
types and amounts of insurance coverage for the entire Term of this Agreement to insure
against any and all liabilities, claims, losses, damages or expenses resulting from its use of
the equipment on the Site:
(i) Workman's Compensation and Employer's Liability Insurance as required by the
state or province of the Site;
(ii) Comprehensive Automobile and Vehicle Liability Insurance covering claims for
injuries to vehicles, including on-site and off-site operations, and owned, non -
owned or hired' vehicles, with $2,000,000 combined limits, together with any
appropriate endorsements and coverage relating to the use by Customer of the
equipment;
(iii) Commercial General Liability Insurance covering claims for personal injury or
damage to property arising out of a negligent act or omission of Customer and any
of its employees, agents or subcontractors, with limits of $5,000,000 in the
aggregate.
The policies listed in (ii) and (iii) above shall name Trillium and its parent and affiliated
companies as additional insured. Customer shall supply proper certificates of insurance to
Trillium upon request.
13. Limitation of Liability. The remedies of Customer set forth herein are exclusive, and the total
liability of Trillium with respect to this Agreement or the equipment and Services furnished hereunder,
in connection with the performance or breach thereof, or from the manufacture, sale, delivery, repair,
replacement of equipment or provision Services covered by or furnished under this Agreement, whether
based on contract, warranty, negligence, indemnity, strict liability or otherwise, will not exceed the cash
consideration actually received by the Trillium under this Agreement. Trillium shall not, under any
circumstances, be liable to Customer for any defect in or failure or malfunction of the equipment
resulting in loss of use, lost profits or revenue, interest, lost goodwill, work stoppage, impairment of
other goods, loss by reason of shutdown or non -operation, increased expenses of operation, cost of
purchase of replacement fuel or claims of Customer or customers of Customer for service interruption
whether or not such loss or damage is based on contract, warranty, negligence, indemnity, strict liability
or otherwise. Neither Party, under any circumstances, shall be liable to the other Party for any
consequential, incidental, indirect, special or punitive damages arising out of this Agreement or any
breach thereof. The provisions of this Section 13 shall survive termination of the Agreement.
14. Governing Law and Venue. CUSTOMER AND TRILLIUM AGREE THAT THIS AGREEMENT WILL BE
INTERPRETED AND GOVERNED UNDER THE LAWS OF THE STATE OF TEXAS. Each Party hereby
100177973.DOCX;1}5
irrevocably submits itself to the original and exclusive jurisdiction of -the state and federal courts sitting
in the state of Texas and the Parties agree that venue for any mediation, arbitration or litigation shall be
Harris County, Houston, Texas.
15. Counterparts. This Agreement may be executed simultaneously in one or more counterparts,
each of which will be deemed an original and all of which together will constitute one instrument. The
use of facsimile or PDF signatures for the execution of this Agreement shall be legal and binding and
shall have the same force and effect as if originally signed.
16. Assignment. This Agreement will be binding upon and inure to the benefit of the Parties to this
Agreement and their respective successors and permitted assigns. Neither Party may assign this
Agreement without obtaining the prior written consent of the other Party (which consent will not be
unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (a) either Party may
assign this Agreement and its rights and obligations underthis Agreement to any of the assigning Party's
affiliates, or to a third Party in conjunction with the sale of all or substantially all of its assets, upon
notice to, but without the consent of the non -assigning Party, and (b) Trillium may subcontract all or any
part of the Services provided hereunder.
17. Third Party Beneficiaries. The Parties expressly understand and agree that nothing contained in
this Agreement is intended to confer upon any other person any rights, benefits or remedies of any kind
or character whatsoever, and no person will be deemed a third party beneficiary under or by reason of
this Agreement.
18. Expenses. Except as maybe specifically provided for elsewhere in this Agreement, each Party to
this Agreement will pay and discharge all the expenses incurred by it in connection with the negotiation
of this Agreement and the consummation of the transactions contemplated hereby.
19. Integration. THIS AGREEMENT (and incorporated exhibits) REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.
20. Amendment, Waiver and Severability. This Agreement cannot be amended, supplemented or
modified except by an instrument in writing signed by each Party. No failure or delay of either Party in
enforcing its rights hereunder shall act 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 set forth herein.
If any provision of this Agreement, is declared void or otherwise unenforceable, such provision shall be
deemed to have been severed from this Agreement, and the remaining provisions of this Agreement
shall continue in full force and effect.
21. Force Majeure. The term "force majeure" as used herein means laws, regulations or acts of
duly constituted governmental authority, acts of God, strikes, lockouts, or other industrial disturbances,
acts of the public enemy, events similar to those of September II, 200 I, war, blockades, insurrections,
stormy, freezing or inclement weather, riots, epidemics, landslides, lightening, earthquakes, fires,
storms, floods, washouts, arrests and restraints of governments and people, civil disturbances,
explosions, breakage or accident to machinery or lines of pipe, exhaustion or depletion of supplies of
gas, freezing of wells, equipment or lines of pipe, electrical power outages, fuel shortages or partial or
complete curtailment or interruption of deliveries by Trillium's or Customer's suppliers or transporters,
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failure of any governmental entity, agency or official to timely furnish Trillium or Customer with any
required permit or approval and any other causes, whether of the kind herein enumerated or otherwise,
not reasonably within the control of the Party claiming force majeure and which by the exercise of due
diligence such Party is unable to prevent or overcome.
(a) Excused Performance. If any Party hereto is rendered unable, either wholly or partially,
by force majeure from carrying out its obligations under this Agreement, it is agreed
that the obligations of Trillium and Customer (other than obligations of Customer to
pay any amounts due hereunder), insofar as they are affected by such force majeure,
will be suspended during the continuance of the inability so caused, but for no longer
period. If an event of force majeure occurs, the Party experiencing same must promptly
notify the other Party in writing of the circumstances and the expected duration of the
force majeure event.
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(b) Termination. If an event of force majeure which precludes the delivery or receipt of
natural gas under this Agreement occurs and continues for thirty (30) or more
consecutive days, or if the nature of a force majeure event is such that it is reasonably
likely that performance hereunder will be precluded for a period of thirty (30) or more
consecutive days, then each Party hereto will have the right to terminate this
Agreement on not less than thirty (30) days prior written notice to the non -terminating .
Party.
22. Laws. Each of the Parties hereunder shall perform its obligations in a good and workmanlike
manner and in compliance with all applicable laws, regulations, codes, and ordinances, including,
without limitation, those relating -to human health, the environment, natural resources, and worker
safety (collectively, the "Law" or "Laws"). Each Party shall prepare, file and maintain all reports required
by Law to be prepared or filed with any governmental authority concerning its performance under this
Agreement and shall retain the same for a *period of two (2) years from the date of preparation thereof
orfor such longer time period as may be legally required.
23. Endorsements. Except as otherwise be required by law, Trillium and Customer each agree that
it will not use the logo or name of the other Party in connection with any publicity, release,
endorsement or announcement, without the prior written consent of the other Party hereto.
24. Notices. All notices, requests and communications hereunder will be in writing and will be
deemed to be received when mailed, correctly addressed and by certified mail or nationally recognized
overnight courier, to the respective Parties at their respective addresses reflected below. Any Party
may, by proper written notice hereunder to the other Party, change the address to which notice will
thereafter be sent to such Party.
f 00177973. D O CX;1}7
CUSTOMER CONTACT INFORMATION:
The City of Beaumont -
State of Organization: Texas
Principal Place of Business:
550 Milani St.
Beaumont, Texas 77701
Phone: (409) 835-7895
Address for Notices:
550 Milam St.
Beaumont, Texas 77701
Attn: Bill Munson
Phone: (409) 835-7895
E-mail: bmunson@beaumonttransit.com
TRILLIUM CONTACT INFORMATION:
TRILLIUM TRANSPORTATION FUELS, LLC
State of Organization: Delaware
Principal Place of Business:
2929 Allen Parkway, Suite 4100
Houston, Texas 77019
Phone: (713) 332-5726
Fax: (713) 354-5357
Address for Notices:
Trillium Transportation Fuels, LLC
2929 Allen Parkway, Suite 4100
Houston, Texas 77019
Attn: General Counsel
Phone: (405)-302-6793
Fax: (405) 463-3793
E-mail: morris.collie@musketcorp.com
25. Intellectual Property. Proprietary documents, software or techniques of any kind ("Intellectual
Property") that may be used in conjunction with equipment or the Services provided under this
Agreement shall not become the property of Customer if it was developed by Trillium. Customer is not
allowed to publish or otherwise share such Intellectual Property with third Parties. All intellectual
property rights of Trillium in the equipment, materials, services, programs, processes and all other
matters related to the equipment or Services provided hereunder shall remain the sole property of
Trillium. All ideas, discoveries, inventions, computer programs, developments, original works of
authorship, systems documentation, trade secrets, and technical know-how that are conceived, devised,
invented, developed or reduced to practice or tangible medium by Trillium, its contractors or
employees, whether individually or jointly with others, that relate, indirectly or directly, to the
equipment or Services provided hereunder, shall be the sole property of Trillium, and, except as may be
provided in this Agreement, Trillium shall have no obligation to assign or to cause any of its contractors
or employees to assign any of Trillium's rights therein to Customer or any other party.
26. Default. If at any time either Party (a "Defaulting Party") fails to perform any of its material
duties or obligations under this Agreement; the other Party (the "Non -defaulting Party"), upon five (5)
days written notice to the Defaulting Party if the default is a payment default or upon fifteen (15) days
written notice to the Defaulting Party if the default is one other than a payment default, may terminate
this Agreement effective as of the end of such five (e) or fifteen (15) day period; provided, however, that
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the Non -Defaulting Party may not terminate this Agreement pursuant to this Section 26 if the Defaulting
Party cures the subject default within the applicable period described above, or has commenced and is
diligently pursuing to cure such breach or default if the breach or default is not one that can be cured
within fifteen (15) days.
27. Termination of Prior Agreement. Customer and Pinnacle CNG Company, predecessor in interest
to Trillium, previously entered in to that certain Natural Gas Refueling Management and Maintenance
Services agreement dated as of November 8, 2006 (the "Prior Agreement"). The Parties acknowledge
and agree that the intent of this Agreement is, among other things, to amend and restate the terms of
the Prior Agreement. Accordingly,, as of the Effective Date, the Prior Agreement is hereby terminated,
restated, and replaced in its entirety with this Agreement. Notwithstanding the foregoing, any
obligations of the Parties under the Prior Agreement which accrued prior to the Effective Date but
remain unsatisfied shall carry on in accordance with Section 4.2(c) of the Prior Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed by their duly
authorized representatives, effective as of the date first above set forth.
TRILLIUM TRANSPORTATION FUELS, LLC
By:
Name:
Title:
Date:
The City of Beaumont
By:
Name:
Title:
Date:
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Exhibit A
Operations and Maintenance Services
R E,MO�T E MO N iT O R N �G — jS ER� IFClET�Q ?O�CCU1�RA�FTE RsT Hg,E�NIE W 'E Q1Ul1PME�+NTIUIPGRA DE�
Company will provide 24 hour per day, 7 days per week remote monitoring of the Customer's Equipment,
which includes the following activities:
• Reviewing all station alarms and reset.
• Reset remotely when possible according to manufacturer recommendations.
• Notifying Customer's Designated Representative immediately when Equipment is inoperable or within
twenty-four (24) hours, if Equipment is operable, but requires maintenance.
• Responding to Customer calls to Company's 24/7 customer service line at 1-800-920-1166.
• Maintain controls software (HMI upgrades, Windows patches, antivirus software, etc.).
• Remote diagnostics and analysis of station performance.
• Recommend corrective action to improve performance.
• Manage internet/communication accounts and fees.
TRANSACT ON MANAGEMENT—SERVIGE TO OCCUR AFTETHW
R E NEEQUIP ENT
UPGRADE
Company will provide transaction management processing for customer fills at station. This includes the
following activities:
• Manage transaction management software (Comdata's Petroleader system).
• Troubleshoot card failures and issues.
• Provide access to Petroleader account.
• Remote system resets and manual transactions.
• Installation of software upgrades.
• Pay annual software support fees.
• Manage internet/communication accounts and fees.
Customer will be responsible for the following:
• Credit card or Fleet card merchant processing accounts and related fetes.
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E QIJIP.ME NT REPAIRS & MA�INT E NAtN,C E
Company will provide regularly scheduled Site inspections and Equipment maintenance by a trained
technician according to the frequency noted below. This includes:
• Full replacement of all damaged parts for the CNG station Equipment.
• All routine and manufacturer recommended maintenance services for the CNG station Equipment
including but not limited to those activities listed in the table below. Note that for purposes of the
table, to the extent not included in a listed piece of Equipment, "Station" refers to every
component of Equipment including, Facility Control Panels, Safety Systems and Electrical Gear.
Customer will be responsible for the following:
• Repair costs associated with damage to include parts and labor caused to the CNG station
Equipment by CNG station users (i.e., drive -offs). Such repair Services will be completed by
Company, but billed to Customer at the following rates: $95.00 per hour for labor; Cost plus 15%
for parts.
• Any landscaping, snow removal, trash removal, or temporary restroom maintenance services.
Activity Equipmentreguencv
Complete Station Check Report Station
Weekly
Visual Site Inspection Station
Weekly
Check fittings for Gas Leaks Station
Weekly
Monitor/Record Station Operating Parameters Station
Weekly
Check Equipment Fault History Station
Weekly
Check Dispensers for Gas Leaks Dispensers
Weekly
Check Hoses and Nozzles Dispensers
Weekly
Drain Filters from Dispensers Dispensers
Weekly
Check Frame Oil Pressure Compressor
Weekly
Check Frame Oil Level Compressor
Weekly
Check Lubricator Block Indicator Compressor
Weekly
Check Packing Vents Compressor
Weekly
Check for Gas Leaks Compressor
Weekly
Check for Oil Leaks Compressor
Weekly
Check Operating Pressures and Temps Compressor
Weekly
Check Lube Oil Level Compressor
Weekly
Check for Abnormal Noise Compressor
Weekly
Check for Abnormal Vibration Compressor
Weekly
Check and Confirm Safety Shutdown Function Compressor
Monthly
Lubricate Motors Compressor
Monthly
Lubricate Fan Bearings Compressor
Monthly
Service Air Dryer Air Compressor
Monthly
Check/Change Compressor Coalescing Filter Compressor
6 Months
Check/Change Dispenser Coalescing Filters Dispenser
6 Months
Change Air Compressor Oil Air Compressor
6 Months
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ActivifiyRAW ` I
%R' Egu�, m nt r
ie9u_e iEry=M
Check/Drain Storage Vessels
Storage
6 Months
Check/Tighten Fan Belts
Compressor
6 Months
Change Oil Filter
Compressor
6 Mos or 4,000 hrs
Change Oil (or as needed)
Compressor
6 Mos or 4,000 hrs
Check Crankcase for Foreign Material
Compressor
6 Mos or 4,000 hrs
Check/Re-Torque Base Bolts
Compressor
6 Mos or 4,000 hrs
Check/Replace High Pressure Piston Rings
Compressor
6 Mos or 4,000 hrs
Check Main Bearing Clearance
Compressor
Annual or 8,000 Hrs
Check Crosshead Guide Clearance
Compressor
Annual or 8,000 Hrs
Inspect/Replace Valves
Compressor
Annual or 8,000 Hrs
Inspect Cylinder Bore
Compressor
Annual or 8,000 Hrs
Inspect/Replace Piston Rings
Compressor
Annual or 8,000 Hrs
Inspect/Replace Piston Rods
Compressor
Annual or 8,000 Hrs
Rebuild Cylinder Packing Cases
Compressor
Annual or 8,000 Hrs
Inspect/Re-align Coupling
Compressor
Annua'I or 8,000 Hrs
Check/Record Rod Run Out
Compressor
Annual or 8,000 Hrs
Check/Replace DNFT
Compressor
Annual or 8,000 Hrs
Pressure Test Lubricator Distribution Blocks
Compressor
Annual or 8,000 Hrs
Check all Compressor Safety Shutdowns
Station
Annual
Check ESD Operation
Station
Annual
Check all Station Shutdowns
Station
Annual
Test Dispenser Hoses
Dispenser
Annual
Check/Test Pressure Relief Valves
Station
Annual
Check Auxiliary Gears and Chain
Compressor
2 Yrs or 16,000 Hrs
Rebuild Oil Wiper Cases
Compressor
2 Yrs or 16,000 Hrs
Check Main/Connecting Rod Bearing Clearance
Compressor
4 Yrs or 32,000 Hrs
Check Crosshead Guide Clearance
Compressor
4 Yrs or 32,000 Hrs
Check Crosshead Pin Bushing
Compressor
4 Yrs or 32,000 Hrs
Check Piston Ring Groove
Compressor
4 Yrs or 32,000 Hrs
Replace Main and Connecting Rod Bearings
Compressor
6 Yrs or 48,000 Hrs
Replace Lubricator Distribution Blocks
Compressor
6 Yrs or 48,000 Hrs
Replace Crosshead Bushings
Compressor
6 Yrs or 48,000 Hrs
{00177973.DOCX;1}12
Exhibit B
Service Charge
Pursuant to Section 3, the Service Charge shall be calculated as follows, plus any applicable sales or use
taxes:
Total Service Charge = Fixed Fee + Volumetric Fee, Where:
"Fixed Fee" means a flat monthly fee in the amount and for the applicable portion of the Term
set forth in the box below.
"Volumetric Fee" means $0.34 per Gasoline Gallon Equivalent ("GGE") of CNG dispensed at the
Site during a calendar month. The Customer's monthly natural gas utility bills shall be provided._
to Trillium and will serve as the basis for this calculation.
Year Amount owed per month
1-5 $0.34/GGE + $3,250 Fixed Fee
6-10 $0.34/GGE + $2,050, Fixed Fee
*Third Party Customer Fee $0.0625/GGE
* "Customer's Third Party Customers" means all customers of the Refueling Station other than
Customer.
{00177973.DOCX;1}13
Exhibit C
Equipment Upgrade
•6 '0 " 0'0 0 8 ' ' '�D
, MW_
Card Reader
Replace existing stand-alone card reader and receipt
printer with two (2) Comdata outdoor payment pedestals
Controls and
Upgrade existing Pinnacle controls system and PC -Charge
Transaction
transaction management system to one (1) Allen-Bradley
Management Systems
based controls system and one (1) Comdata transaction
management system
{00177973. D 0 CX;1}14