HomeMy WebLinkAboutContract 52344-A1R3Docusign Envelope ID: 5F6D503D-AB7C-4605-9090-406F72EEDD94 CSC No. 52344-Al R3
FIRST AMENDMENT AND THIRD RENEWAL TO
BIOGAS PURCHASE AND SALE AGREEMENT
This First Amendment and Third Renewal to Biogas Purchase and Sale Agreement (this
"Amendment"), 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 effective 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 which may be renewed
for two additional 12-month terms by mutual agreement of the Parties. Pursuant to that certain First Renewal
of Biogas Purchase and Sale Agreement (CSN 52344 R-1), effective May 13, 2022 and that certain Second
Renewal of Biogas Purchase and Sale Agreement (CSN 52344 R-2), effective October 13, 2023, the Biogas
Agreement was renewed until October 19, 2024.
C. Since the original Effective Date, a number of events have transpired including the
construction and third -party operation of a biosolids drying facility as part of the WWTP, as that term is
defined in the Biogas Agreement.
D. The Parties hereby mutually agree to amend and modify the Biogas Agreement to bring
terms and understandings current and to provide the ability to extend the Term by adding additional renewal
options, in each case as set forth herein.
Agreement
NOW, THEREFORE, in consideration of the promises and mutual covenants and conditions
contained herein, Seller and Buyer agree as follows:
1. Section 2.1. Section 2.1 of the Biogas Agreement is hereby amended by adding subsection
2.1.1 as follows:
Section 2.1.1 Additional Renewals. In conjunction with section 2.1, the Term of this
Agreement may be extended for up to five additional one-year renewals only upon the
mutual written agreement of the Parties, in their discretion.
2. Section 3.2. From and after the Effective Date, Section 3.2 of the Biogas Agreement is
replaced in its entirety as follows:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Docusign Envelope ID: 5F6D503D-AB7C-4605-9090-406F72EEDD94
Section 3.2. Exclusive Riaht to Biogas. Subject to the terms and conditions of this
Agreement, during the Term, Buyer will have the exclusive right to purchase all Biogas
produced by the WWTP and delivered to the Delivery Point; provided, however, that Seller
may retain quantities of Biogas produced at the WWTP as it deems reasonably necessary or
desirable for its own use or consumption. Notwithstanding the foregoing, Seller shall not,
under any circumstances, (i) sell, transfer, convey or provide any Biogas produced at the
WWTP to any person or entity, except for the sole use at the WWTP and (ii) process any
Biogas retained pursuant to this Section 3.2, including to produce Renewable Natural Gas.
3. Section 9.2(d). Section 9.2(d) of the Biogas Agreement is hereby replaced in its entirety as
follows:
(d) Seller fails to make available to Buyer all of the Biogas, other than as a result of an event
of Force Majeure or as permitted pursuant to Section 3.2.
4. Renewal. The Parties hereby exercise their right to renew the Biogas Agreement, as
amended, and extend the Term for one (1) additional year. Therefore, the Term, as extended, shall expire
October 19, 2025.
5. Background Incorporation. The Background set forth above are incorporated herein by
reference and shall be deemed terms and provisions hereof with the same force and effect as if fully set
forth in this Section 5.
6. 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.
7. 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.
8. 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.
9. 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: 5F6D503D-AB7C-4605-9090-406F72EEDD94
IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the
Effective Date.
HINDER MORGAN ARLINGTON RNG LLC
By: (YAi� A4-66M
Name: Craig Moore
Title: Vice President; Chief Commercial Officer,
RNG
CITY OF FORT WORTH, TEXAS
By: William Johnson (0 t7,202411:55CDT)
Name: William Johnson
Title: Assistant City Manager 10/07/2024
Date:
APPROVAL RECOMMENDED:
Ck7risf0p11eJ' ffarder
Christopher Harder (Oct 4, 202414:12 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.
4nes McDonald, P.E.
Sr. Capital Projects Officer
APPROVED AS TO FORM AND LEGALITY:
Douglas Black (Oct 4, 202417:01 CDT)
Douglas W. Black
Sr. Assistant City Attorney
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Jannette S. Goodall
City Secretary
M&C: N/A
Date: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
[Signature page to First Amendment and Third Renewal to Biogas Purchase and Sale Agreement]
Signature:5��
Email: allison.tidwell@fortworthtexas.gov