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Home My WebLink AboutContract 52344-R2DocuSign Envelope ID: F5EF2B7A-531C-4C49-9B27-59568DE6FFD4 CSC No. 52344-R2 SECOND RENEWAL OF BIOGAS PURCHASE AND SALE AGREEMENT This Second Renewal of Biogas Purchase and Sale Agreement (this "Agreement"), effective as of the date subscribed below by Seller's designated signatory (the "Effective Date"), is by and between Kinder Morgan Arlington RNG LLC, a Texas limited liability company (f/k/a MAS Arlington RNG, Ltd. and f/k/a Renovar Arlington Ltd.) ("Buyer") and the City of Fort Worth, Texas, a municipal corporation ("Seller"). Buyer and Seller may be referred to herein individually as a "Party" and collectively as the "Parties". Background A. Seller and Buyer have previously executed and delivered that certain Biogas Purchase and Sale Agreement dated as of May 23, 2019 (the "Biogas Agreement") (City Secretary No. 52344, M&C C- 29124) pursuant to which Buyer has contracted to purchase from Seller Biogas generated by the Village Creek Water Reclamation Facility to be processed by Buyer into RNG. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Biogas Agreement. B. The Commencement Date under the Biogas Agreement was October 19, 2019. Pursuant to Section 2 of the Biogas Agreement, the initial term was for thirty-six (36) months and may be extended and renewed up to two additional 12-month terms by mutual agreement of the Parties. C. Seller and Buyer previously executed and delivered that certain First Renewal of Biogas Purchase and Sale Agreement, effective May 13, 2022, extending and renewing the Biogas Agreement for one additional one (I) -year term. D. The Parties hereby mutually agree to extend and renew the Biogas Agreement for an additional one (1)-year term. NOW, THEREFORE, in consideration of the promises and mutual covenants and conditions contained herein, Seller and Buyer agree as follows: Agreement 1. Term. The Parties hereby exercise their right to renew the Biogas Agreement and extend the Term for one (1) additional year. Therefore, the Term, as extended, shall expire October 19, 2024. 2. WWTP Construction Commissioning. Seller anticipates that construction at WWTP including scrubbers, flares, piping, controls, etc. will be completed in summer/fall of 2024. Seller reserves the right to utilize biogas for startup testing and commissioning of newly completed construction provided that (a) Seller will use best effort to coordinate outage events to Buyer; (b) Seller shall provide Buyer with written notice at least 30 working days prior to its utilization of biogas for startup testing and commissioning of newly completed construction, which notice shall include a milestone schedule and anticipated volume impact in notice, including approximate outage days; (c) Seller shall endeavor to minimize the amount of biogas needed for startup testing and commissioning and (d) Seller shall deliver all biogas not needed for startup testing and commissioning to Buyer. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DocuSign Envelope ID: F5EF2B7A-531C-4C49-9B27-59568DE6FFD4 3. No Other Modification. Except as expressly modified and amended hereby, the Biogas Agreement shall remain in full force and effect and, as modified herein, is hereby ratified and affirmed by the Parties. 4. Entire Agreement; Conflicting Provisions. The Biogas Agreement, as amended hereby, sets forth the entire understanding of the Parties. To the extent of any conflict between the Biogas Agreement and this Agreement, this Agreement shall prevail. 5. Amendment. No amendment, modification or waiver of this Agreement shall be binding unless executed in writing by all Parties, or in the case of a waiver, by the Party granting such waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided in writing. 6. Construction of Agreement. Each Party and its respective legal counsel have reviewed and revised this Agreement. Neither Party nor its respective legal counsel shall be construed to be the drafter or primary drafter of this Agreement. In the event of any dispute regarding the construction of this Agreement or any of its provisions, ambiguities, or questions of interpretations shall not be construed more in favor of one Party than the other; rather, questions or interpretation shall be construed equally as to each Party. [Signatures appear on the following page] 2 DocuSign Envelope ID: F5EF2B7A-531C-4C49-9B27-59568DE6FFD4 IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date. HINDER MORGAN ARLINGTON RNG LLC By: (Y'ai� Aub t, Name: Craig Moore Title: Vice President; Chief Commercial Officer, RNG Date: October 19, 2023 [Signat e page to Sec nd Renewal of Biogas Purchase and Sale Agreement] DocuSign Envelope ID: F5EF2B7A-531C-4C49-9B27-59568DE6FFD4 CITY OF FORT WORTH, TEXAS T� 8ct�(4 By; Dana Burghdoff (Oct A, 2023 CDT) Name: Dana Burghdoff Title: Assistant City Manager APPROVAL RECOMMENDED: chris1-00har Harder Christopher Harder (Oct 20, 2023 07:12 CDT) Christopher Harder, P.E. Director, Water Department Contract Compliance Manager: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. 9�vvice� McZSu�u�Cr7 James McDonald (Oct 20, 2023 06:54 CDT) James McDonald Sr. Capital Projects Officer APPROVED AS TO FORM AND LEGALITY: i DBlack (Oct 20, 202316:31 CDT) Douglas W. Black Sr. Assistant City Attorney ATTEST: Fonr�aa poi pro °9dd Oro -1d � ,,ins aIInaa�nto°�°c°asa Jannette S. Goodall City Secretary M&C: C-29124 Date: May 14, 2019 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX [Signa e age Sec nd Renewal f Bi gas P chase and Sale Ag eemen ]