Compressed Natural Gas (CNG)
Infrastructure Program
Request for
Proposals (RFP)
March 01, 2012
1. INTRODUCTION
1.1. Company Profile
AGL Resources Inc. (Company) is an Atlanta-based energy services holding company
with operations in natural gas distribution, retail operations, wholesale services,
midstream operations and cargo shipping. As the nation’s largest natural gas-only
distributer based on customer count, the Company serves approximately 4.5 million
utility customers through its regulated distribution subsidiaries in seven states. The
Company also serves more than one million retail customers through its SouthStar
Energy Services joint venture and Nicor National, which market natural gas and related
home services. Other non-utility businesses include asset management for natural gas
wholesale customers through Sequent Energy Management, ownership and operation
of natural gas storage facilities, and ownership of Tropical Shipping, one of the largest
containerized cargo carriers serving the Bahamas and Caribbean region. The
Company is a member of the S&P 500 Index. For more information, visit
www.aglresources.com.
The Company’s subsidiary, Atlanta Gas Light (AGL), is a natural gas utility which
provides distribution service to over 1.5 million customers in Georgia. AGL is currently
seeking qualified parties interested in submitting proposals to participate in the program
described below.
1.2. BACKGROUND
The AGL Compressed Natural Gas (CNG) Infrastructure Program (Program) is intended
to stimulate development of CNG vehicle fueling stations (CNG Stations or Stations) in
Georgia. The Program was approved by order of the Georgia Public Service
Commission (GPSC or Commission) on November 29, 2011 and is available to eligible
AGL customers anywhere on AGL’s distribution system. The Commission order,
Program Summary document, examples of the rate calculations, and other useful
information can be found on AGL’s Program website: www.aglc.com/cngplan.
The Program will consist of two phases:
1. Phase I – AGL will use up to $11.57 million from the Universal Service Fund
(USF) to provide the compressor(s), storage, controls, and similar equipment
(CNG Equipment) for CNG Stations developed under the Program. Funding of
CNG Equipment under Phase I of the Program will be available for five years, or
until the USF appropriated funds are depleted, whichever comes first.
2. Phase II – Proceeds from commercial activities at the Phase I Stations will be
used to fund three additional activities described below.
Under this Program, AGL will not sell CNG directly to retail customers and will not
provide land for the CNG Stations. Instead, AGL will install, own, and maintain CNG
Equipment for project developers, such as fueling services companies, fleet operators,
city/county governments, other private enterprise, or any combination of the above
(Project Applicants or Applicants). The Project Applicants will be required to provide the
land, make any necessary site improvements, install and maintain the CNG
dispenser(s) and card reader(s), and perform the CNG Retailer function. A Project
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AGL CNG Infrastructure Program – Request for Proposals
Applicant may perform the CNG Retailer function itself or may contract with a third party
to perform this function with AGL’s consent. In each case, the entity performing the
CNG Retailer function is referred to herein as the CNG Retailer. For the purposes of
this Program, the customer-owned dispenser(s) and card reader(s), when combined
with the AGL-owned CNG Equipment, shall collectively be referred to as the CNG
Fueling Infrastructure.
Although the Program is generally predicated on all the Stations being publicly
accessible (Public Access Stations), up to twenty-five percent (25%) of the appropriated
USF funds will be set aside during the RFP process to establish CNG Stations that may
allow only limited or no access to the general public (Limited Access Stations). Limited
Access Stations will be evaluated separately during the application process and any
funds remaining from this up-to-25 percent set-aside will be available on a first come,
first served basis to any qualified Project Applicant.
The USF funds appropriated by the Commission for the Program will reimburse AGL for
the installed cost of the CNG Equipment and all resulting income tax liability from these
payments, as state law requires such payments from the USF to be treated as
Contribution in Aid of Construction (CIAC) payments.
Installation of any necessary gas mains, service lines, and metering equipment to
provide gas delivery service to the CNG Station will be handled in accordance with
AGL’s Rule 8 Non-residential Extension Policy and by a separate standard Nonresidential Extension Agreement.
AGL will bill CNG Retailers for distribution and compression services (CNG Services)
provided at the CNG Stations under the new CNG-1 rate. The CNG-1 rate schedule
includes the same delivery charges as AGL’s V-52 rate, but replaces the V-52 facilities
charge with an O&M charge and Equipment Usage Fee (EUF). The O&M charge will
allow the Company to recover actual costs incurred from providing CNG Services, such
as preventive maintenance and repairs, and will be tracked and billed separately for
each CNG Station. The EUF will be calculated based on a percentage of the installed
cost of AGL’s CNG Equipment, and adjusted on a monthly basis, depending on
utilization of the CNG Equipment at each CNG Station. The revenue from the EUF will
be collected by AGL and held in a Reserve Account maintained by AGL to fund the
Phase II activities.
The following three Phase II activities are an integral part of the overall Program and
will be funded from the proceeds of the EUF paid to AGL by CNG Retailers:
1) Eventual replacement of Phase I CNG Equipment
2) Lease buy-down for Home Refueling Appliance (HRA) program
3) Development of additional Stations under Phase II
2. MIMIMUM QUALIFYING CRITERIA AND CONTRACTUAL REQUIREMENTS
2.1. In each Project Applicant’s proposal, the Project Applicant must identify the CNG Retailer
and the owner of real property on which the CNG Station will be located (Property Owner),
which may or may not be the same entity and which may or may not be the Project
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AGL CNG Infrastructure Program – Request for Proposals
Applicant. Project Applicant, CNG Retailer and Property Owner must meet the minimum
qualifying criteria described in this Section 2.
2.2. Project Applicant must execute a standard Service Agreement (see Attachment E for the
form of Service Agreement), pursuant to which the Project Applicant, itself or through a third
party acting as CNG Retailer, will agree to perform the CNG Retailer function for an initial
term of five (5) years and will also agree, at a minimum, to the following:
a)
Meet all licensing and other requirements to operate as a CNG Retailer,
including all necessary operating permits and the payment of any related
fees;
b)
Purchase natural gas from a certificated marketer including obtaining CNG
Services under AGL’s CNG-1 Rate;
c)
Install and maintain CNG dispensers and card readers, as well as all
underground piping necessary to connect the CNG Equipment to CNG
dispensers;
d)
Make any other site improvements which may be necessary, as reasonably
determined by AGL;
e)
Perform all activities necessary to process commercial transactions for
CNG retail customers using major fleet cards and standard bank credit
cards, such as MasterCard and Visa;
f)
Post a CNG retail price expressed in dollars/cents per Gasoline Gallon
Equivalent (GGE) at each Public Access Station;
g)
Meet the insurance requirements set forth in the Service Agreement; and
h)
Show that one or more end-users of its Station, e.g. Fleet Operators, has
committed to a minimum volume for a five year term which shall be no less
than 30,000 GGE/year for the smallest available Public Access Station or
150,000 GGE/year for the smallest available Limited Access Station.
Minimum volume commitment must be commensurate with the size of
Station elected, based on the schedule of Station sizes and corresponding
minimum annual volumes as outlined in Attachment A.
2.3. Project Applicants must own or lease from the Property Owner the land on which AGL will
locate the CNG Equipment and the CNG Retailer will locate the rest of the Station, each for
a minimum five (5) year term. Project Applicants must provide convenient and unrestricted
access to CNG dispensers and card readers to the general public during normal business
hours at each Public Access Station. Project Applicants must also provide a safe working
environment for Company employees and others while on the property.
2.4. Each Property Owner will execute an Easement (see Attachment F for the form of
Easement) or such other real property lease as AGL may determine is necessary or
convenient, in AGL’s reasonable discretion. The Property Owner must agree, at a
minimum, to provide appropriate and timely access to the property where the CNG
Equipment is located, to permit AGL employees and other authorized persons to construct,
install and maintain the CNG Equipment.
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AGL CNG Infrastructure Program – Request for Proposals
3. CNG EQUIPMENT SELECTION
3.1. There is a large range of different capacities, configurations, and costs of CNG fueling
infrastructure, including, but not limited to, CNG Equipment. There are two primary types of
CNG fueling, “fast fill” or “time fill”, though stations may sometimes utilize a combination of
the two.
3.1.1. Most publicly accessible CNG stations are the fast fill configuration, in which the
compressor(s) are coupled with a volume of storage to facilitate filling the vehicles
in just a few minutes through the use of differential pressure. In fast fill stations, the
gas in storage is maintained at about 4,500 psig, so when the fueling hose is
connected to the vehicle, the pressures begin to equalize and when the pressure in
the vehicle storage cylinder rises to 3,600 psig the dispenser will shut off. The
pressure in this type of CNG station storage would drop slightly and the
compressor would start up as needed to restore it to 4,500 psig over time. If too
many vehicles arrive back to back then it is possible that the pressure in the
storage could drop too quickly and need several hours to recover.
3.1.2. A time fill approach is most efficiently employed if the vehicles to be refueled will
be parked overnight at a central location. This involves the compressor(s)
delivering gas directly to a fill post at each vehicle and slowly raising the pressure
to 3,600 psig over a period of time in all the vehicles simultaneously. There are
several benefits to time fill installations including reducing/eliminating the amount of
storage and number of metered dispensers required, reducing electrical costs, and
reducing the amount of time vehicle operators spend queuing and fueling vehicles.
Time fill can also serve to increase the capacity of a station where some vehicles
can be fueled overnight and additional vehicles can be refueled during the day.
3.2. AGL has performed preliminary engineering design and developed equipment
specifications for the CNG Equipment (see Attachment A) to be installed at each CNG
Station to provide fast fill delivery service to CNG Retailers under the CNG-1 rate. The
designs are based on the premise of using two or more compressors at each installation so
there will always be at least some level of redundancy in the event of a compressor outage.
The CNG Equipment approved under this Program is most likely to be the fast fill
configuration so that the CNG can be dispensed in about the same amount of time as the
normal fueling time for gasoline or diesel. However, the Program does not preclude a time
fill CNG Station under certain circumstances as long as the Station also includes at least
some fast fill capability for other fleets and/or the general public to utilize. In the case of a
time fill Station, the Applicant would select the same size CNG Equipment as if it were
selecting a fast fill Station. The Applicant would then be responsible for installing its own
time fill posts, piping from the compression equipment, and other required equipment. The
Applicant would still need to install at least one metered dispenser for fast fill, but this fast
fill dispenser could be installed in a “through the fence” arrangement whereby customers
could drive up and refuel without entering the CNG Station. AGL will work with Applicants
during the contracting and detailed design phase of the Project to make any modifications
necessary to accommodate the addition of time fill capabilities to the basic Station design
selected by the Applicant.
3.3. AGL has developed installed cost estimates (see Attachment A) which will be used as the
denominator in calculating the Cost Effectiveness Ratio (CER) in the event AGL needs to
score the RFP applications received by Applicants, which will occur if the total requested
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AGL CNG Infrastructure Program – Request for Proposals
USF disbursements from all qualified Applicants exceeds the amount of funding
appropriated by the USF. These cost estimates can also be used as a guide to estimate
the Equipment Usage Fee (EUF) for each CNG Station, but the actual EUF charges that
will be billed to the CNG Retailer on an ongoing basis will be based on the final installation
costs pursuant to AGL’s CNG-1 rate. Applicants should note that the figures set forth on
Attachment A are estimates and may vary depending on Station conditions.
3.4. The Station designs set forth on Attachment A have been selected based on five nominal
Station capacities (sizes) and ranges of annual volumes in GGE/year. For each nominal
Station size, Applicants will have an option to select a 100% redundant design or 50%
redundant design, so each Project Applicant may select a Station design that best meets its
needs. In most cases, the Station option for 100% redundancy in a particular Station size is
the same Station design as the 50% redundant option in the next larger size. Therefore,
although there are eight possible alternative scenarios for each Applicant to select, there
are only five actual Station designs.
3.5. Example: Two proposed CNG Stations are each anchored by a fleet with an initial annual
volume of 30,000 GGE/year and growth capabilities up to 150,000 GGE/year. This
qualifies them both for a Station with a nominal delivery capacity of 75 GGE/hour requiring
150 cfm of total compressor capacity. However, one fleet may consist of 20 bi-fuel
(CNG/gasoline) pick-up trucks and the other may consist of 10 dedicated CNG shuttle
buses. The Applicant fueling bi-fuel trucks might select Option 1, the 50% redundant option
with two 75 cfm compressors, because its anchor fleet could refuel with gasoline during
occasional outages. On the other hand, the Applicant fueling shuttle buses may select
Option 2, the 100% redundant option with two 150 cfm compressors, so its anchor fleet
could still fuel at the full 75 GGE/hour rate even if one compressor is out of service.
3.6. AGL reserves the right, in its sole discretion, to modify the size of the CNG Equipment
ultimately installed for an approved Applicant if, in the opinion of AGL, the Station capacity
selected using the methodology set forth on Attachment A does not serve the public
interest.
4. APPLICANT’S RESPONSIBILITIES
4.1. The estimated total installed cost of CNG Equipment for each design does not include any
costs for the dispenser(s), land, site improvements, installation of utilities, or any other
unusual conditions. These other up-front costs are the sole responsibility of the Applicant
and could vary from minimal (such as in the case of an existing retail fueling station simply
adding a CNG dispenser) to much more significant (such as in the case of a green field
project). Please see the Roles and Responsibilities Matrix (Attachment B) for a more
complete description of the various responsibilities of AGL and Project Applicants.
4.2. Each Station size listed on Attachment A includes a minimum number of CNG dispensers
that must be provided, installed, and maintained by the Project Applicant. This includes the
high pressure tubing and other connections from the compressor location to the
dispenser(s), protective barriers, and any other installation requirements for the
dispenser(s). AGL has provided recommended dispenser specifications (see Attachment C)
to assist Applicants with selecting, purchasing, and the installation of the dispenser(s.)
Please also note while CNG dispensers are outdoor-rated and a canopy is not required,
providing a canopy over the fueling island is a generally accepted practice to ensure the
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AGL CNG Infrastructure Program – Request for Proposals
comfort of Station customers. (Inclusion of a canopy should be included in Applicant’s
description of Station location factors for RFP scoring consideration. See Section 7 of this
RFP for additional detail about RFP scoring.)
4.3. Each Station size listed on Attachment A also includes a minimum square footage
requirement and minimum shortest dimension for a square or rectangular piece of land
which must be provided by Applicant for the CNG Equipment and adequate working space
around the CNG Equipment for installation and maintenance. This does not include the
space required for the CNG dispenser(s), vehicle access, and other Program requirements.
Each Applicant should adhere to all Program requirements, applicable laws, rules and
regulations and industry best practices when planning its site layout to provide for
ingress/egress to the dispensers, adequate turning radius, and other space needs based
on the types of vehicles it anticipates refueling. Although not a requirement, AGL strongly
encourages providing for an additional 50% of square footage for installation of a possible
future compressor and/or storage to increase the Station capacity at some time in the
future. (Providing additional space for expansion should be included in Applicant’s
description of Station growth factors for RFP scoring consideration. See Section 7 of this
RFP for additional detail about RFP scoring.)
4.4. Each Station size listed on Attachment A includes a minimum annual volume to which an
Applicant must commit in order to qualify for the Program. The minimum annual volume
shall be no less than 30,000 GGE/year for the smallest available Public Access Station or
150,000 GGE/year for the smallest available Limited Access Station. Minimum volume
commitment is commensurate with the size of Station elected, and scales based on the
schedule of Station sizes and corresponding minimum annual volumes as outlined in
Attachment A. Applicants may submit annual volumes in excess of the required minimum.
The annual volumes submitted by each Applicant will be used to calculate the numerator of
the Cost Effectiveness Ratio (CER) in the event AGL needs to score the RFP applications
received by Applicants, which will occur if the total requested USF disbursements from all
qualified Applicants exceeds the amount of appropriated funds. Applicants must commit to
at least the applicable minimum annual volume set forth in Attachment A for each year of
the initial five years of operation of Applicant’s CNG Station. In the event the minimum
annual volume (or the larger volume committed to by Applicant in its application) is not met,
the CNG Retailer will be charged for the deficient volumes at the EUF rate pursuant to a
“take or pay” provision in the Service Agreement.
4.5. AGL has also provided in Attachment A an estimate of annual maintenance and operating
costs, which AGL will pass through to the CNG Retailer, however, these are provided solely
as a guide. Maintenance and any other operating costs incurred by AGL will be passed
through as actual costs over the life of the Project, pursuant to the terms of AGL’s CNG-1
rate. Actual operating and installation costs will vary, as AGL will design, construct, and
maintain the CNG Equipment based on the information submitted in the Applicant’s
proposal, site conditions, and other factors.
4.6. Applicant must apply for electrical service for its Station from its local electric utility,
establish an electric service account in its name, and be responsible for paying all invoices
for electrical service.
4.7. Applicant must comply with all federal, state and local laws, codes, ordinances, rules and
regulations with respect to the installation, maintenance, and operation of the CNG Station,
CNG dispenser(s) and other equipment for which the Applicant and/or CNG Retail will be
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AGL CNG Infrastructure Program – Request for Proposals
responsible, as well as performing the CNG Retailer function. The following list of laws,
codes, ordinances, rules and regulations is being provided for illustrative purposes only,
and AGL makes no representation or warranty whatsoever regarding the accuracy or
completeness of this list:











All construction codes and amendments thereto, as adopted by the Georgia
Department of Community Affairs (DCA)
(http://www.dca.state.ga.us/development/ConstructionCodes/index.asp);
The Rules and Regulations of the Georgia Safety Fire Commissioner
(http://www.oci.ga.gov/FireMarshal/Home.aspx);
All local permitting, plans review, and inspection requirements (a local building
officials directory and searchable database are located on the DCA website at
http://www.dca.state.ga.us/development/ConstructionCodes/programs/buildingOffic
ials.asp);
All local planning and zoning requirements (a local government planning officials
directory is located on the DCA website at
http://www.dca.state.ga.us/development/PlanningQualityGrowth/programs/downloa
ds/DirctryLocalGovPlngOfcls.pdf );
All applicable state and local licensing requirements;
The Occupational Safety and Health Act of 1970;
The Americans with Disabilities Act;
The Immigration Reform and Control Act of 1986;
O.C.G.A 13-10-91;
The Civil Rights Act of 1964, as amended, Executive Order 11246 and regulations
related thereto;
All other applicable federal, state, and local laws and regulations.
5. RFP APPLICATION
5.1. Applicant shall submit its proposal on its behalf and on behalf of the CNG Retailer and
Property Owner identified in Applicant’s proposal, if separate from Applicant. All parties
must be identified and provide letters of intent with Applicant’s proposal. Should Applicant’s
proposal be accepted, finalized agreements between Applicant and CNG Retailer and
Applicant and Property Owner, as applicable, must be submitted to AGL prior to contract
execution by AGL and Applicant.
5.2. All proposals must be submitted electronically via SharePoint.
5.3. All proposals must be submitted using the format set forth in Attachment D to ensure
consistency and completeness in the evaluation process. Any deviations from Attachment
D shall negatively affect the evaluation of that proposal.
5.4. If the Applicant takes exception to any provision of the RFP, it shall be identified in a List of
Exceptions provided with Applicant’s proposal. If the Applicant has not identified, in a List
of Exceptions, an exception to a provision of the RFP, that provision shall be deemed to
have been accepted. In addition to being graded according to the evaluation process
outlined in Section 7, AGL will assign preference to proposals that take the least amount of
exceptions to the provisions of the RFP and associated Attachments. The more exceptions
an Applicant identifies, the smaller the amount of preference AGL will assign.
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AGL CNG Infrastructure Program – Request for Proposals
5.5. Applicant must certify “Acceptance” with all terms and conditions of the Service Agreement
and Easement, or Applicant must submit any proposed revisions to the Service Agreement
and/or Easement as tracked changes/comments in a Microsoft Word document. Any
proposals that do not either provide a redlined copy of the Service Agreement and
Easement or certify “Acceptance” may be rejected by AGL. AGL encourages Applicants to
accept the Service Agreement and Easement without exception. Deviations from AGL’s
standard forms will be accepted only in limited circumstances where it is necessary to
address truly unique situations.
5.6. Applicant must submit a letter of intent from the Property Owner that it will contract with the
CNG Retailer to lease the land required to operate the selected Station size.
5.7. Applicant must submit letters of intent from fleet operator(s) to contract with the CNG
Retailer to purchase at least the minimum annual volume required for Applicant’s proposed
Station size for the initial five (5) year term (See Section 2.2 (g)). Copies of these fleet
agreements will need to be submitted to AGL before AGL will finalize documentation and
begin construction for an approved Project Applicant. Applicant may (but is not required to)
submit letters of intent from fleet(s) to purchase incremental volumes from the CNG Retailer
in excess of the minimum annual volume. AGL will not require successful Applicants to
submit copies of contracts for these incremental volumes, but the CNG Retailer will be
required to meet any higher volumes to which a successful Project Applicant has committed
in its proposal.
5.8. Two or more projects from the same Project Applicant may be combined to be scored as
one application in this RFP process. In this scenario, the annual volumes and Station costs
would be combined together to calculate one CER score for ranking against other
applications. However, each of the Project Applicant’s proposed Stations would need to
meet the minimum annual volume requirements for the proposed Station site on a
standalone basis and the CNG-1 charges for each Station would be billed separately.
5.9. All proposals received shall be considered firm and open for acceptance or rejection for a
period of at least ninety (90) calendar days after the Proposal Due Date set forth herein. All
proposals must include a statement to that effect.
5.10. Proposals may be withdrawn by written or telegraphic notice received by AGL prior to the
exact hour and date of the Proposal Due Date specified herein. A proposal also may be
withdrawn in person by an Applicant’s authorized representative, provided such authorized
representative signs a receipt for the proposal, but only if the withdrawal is made prior to
the exact hour and date of the Proposal Due Date specified herein.
5.11. An Applicant may submit an amended proposal before the Proposal Due Date. Any such
amended proposal must be a complete replacement of the Applicant’s previously
submitted proposal and must be clearly identified as such in the transmittal letter. AGL will
not merge, collate, or assemble proposal materials.
6. GENERAL INSTRUCTIONS AND SCHEDULE
6.1. All inquiries or questions concerning Project requirements or the content of this RFP should
be submitted via the SharePoint website, per instructions that will be delivered to applicants
interested in submitting proposals and in accordance with the RFP Schedule set forth
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AGL CNG Infrastructure Program – Request for Proposals
below. AGL has no responsibility to respond to questions submitted via any means other
than the SharePoint website.
6.2. RFP Schedule

RFP Issued:
March 1, 2012

Questions & Clarifications:
Not later 5:00 PM EST, March 16, 2012

Written Proposal Due Date:
April 16, 2012, 12 NOON EST

Review Period:
April 16th thru May 15th 2012

Decision:
May 15, 2012
6.3. During the Review Period, Applicants should make themselves available to present and
discuss their qualifications and experience either in person at the AGL offices in Atlanta,
Georgia, or via a conference call, at a mutually convenient day and time. AGL reserves the
right at its sole and exclusive discretion to conduct negotiations with one or more of the
Applicants, or to reject any or all proposals or portions thereof.
6.4. Starting from the Proposal Due Date until AGL has selected successful Project
Applicant(s), a blackout period will be enforced. During this time there shall be no
communication between AGL and the Applicants related to this RFP, unless initiated
by AGL for clarification(s) or presentations related to the Applicant’s proposal.
Failure to observe this requirement may result in the rejection of Applicant’s
proposal.
7. APPLICANT EVALUATIONS BY AGL
7.1. Evaluations by AGL of applications shall be based on a complete review and analysis of the
information provided by Applicant in its proposal. However, Company reserves the right to
consider information gathered from other sources when evaluating proposals.
7.2. Applicant may be disqualified for any of the following reasons:
7.2.1.
There is reason to believe that collusion exists among the Applicants;
7.2.2.
The Applicant is in arrears or has defaulted on an existing Company contract or
has defaulted on a previous Company contract;
7.2.3.
The Applicant lacks financial stability;
7.2.4.
The Applicant has failed to adhere to one or more of the provisions established
in this RFP;
7.2.5.
The Applicant has failed to submit its proposal in the format specified herein;
7.2.6.
The Applicant has failed to submit its proposal on or before the deadline
established herein; or
7.2.7.
The Applicant has failed to adhere to generally accepted ethical and
professional principles during the proposal process.
7.3. Proposals shall be considered as being "irregular" if they show any omissions, alterations of
form, additions, or conditions not called for, or irregularities of any kind. AGL reserves the
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AGL CNG Infrastructure Program – Request for Proposals
right to waive minor irregularities and mandatory requirements, provided that all responsive
proposals failed to meet the same mandatory requirements and the failure to do so does
not otherwise materially affect the proposal. This right is at the sole discretion of the
Company.
7.4. The application evaluation will be a two-step procedure. First, each application will be
reviewed to determine if it meets the minimum eligibility criteria described in this RFP.
Once all eligible applications are identified, AGL will calculate the total amount of USF
funds proposed to be committed for all eligible applications. If this amount is less than or
equal to the amount of appropriated USF funding, then all eligible applications will be
approved. If this amount is greater than the amount of appropriated USF funding, then AGL
will score the RFP applications in accordance with the procedures in Section 7.5 of this
RFP.
7.5. If scoring is required, AGL will score RFP applications using the following formula and
component weighting:
90% - Cost Effectiveness Ratio (CER) of Initial Throughput Commitment
5% - Station Location Characteristics
5% - Station Growth Potential
Total Score = CER * Location Factor * Growth Factor
Applications will first be given a Cost Effectiveness Ratio (CER) score
Where:
CER
= Cost Effectiveness Ratio (GGE/$)
= Throughput/USF Payment
ThroughputTotal = ThroughputYear 1 *1 +ThroughputYear 2 * (1 – R)1
+ … + ThroughputYear 5 * (1 –R)4
R = Annual Discount Rate = 0.10
Next, the application will be assessed based on the following criteria for location
characteristics and growth potential:
X = Station Location Characteristics Score, 0 < X < 25
Y = Station Growth Potential Score, 0 < Y < 25
Station Location Characteristics
Strategic fit for area wide coverage and/or
green corridors
Proximity to interstates/major highways for
ease of access, visibility, etc.
Proximity to other CNG Stations (farther
apart is better)
Operating hours for public access
Security, tenant/cashier available
Total
11
Points
0–5
0–5
0–5
0–5
0–5
X
AGL CNG Infrastructure Program – Request for Proposals
Score
Station Growth Potential
Additional fuel usage potential from anchor
fleet
Project Applicant’s plans for promoting
CNG and growing throughput
Population density in surrounding area
Letters of intent from other fleets in the
surrounding area
Proximity to other fleets in the area
Total
Points
0–5
Score
0–5
0–5
0–5
0–5
Y
Next, the total points from the Station Location Characteristics and Station Growth Potential
assessments are converted to weighted factors as follows:
Station Location Characteristics Factor = X / 500 + 0.95
Station Growth Potential Factor = Y / 500 + 0.95
95% < Station Location Characteristics Factor < 100%
95% < Station Growth Potential Factor < 100%
The CER, Station Location Characteristics Factor, and Station Growth Potential Factor will
be multiplied together to yield the Total Score.
RFP applications will then be funded in order of Total Score, with the highest scoring
applications funded first, until the total amount of USF funding is depleted.
7.6. During the RFP process, up to twenty-five percent (25%) of the total allocated USF funds is
available for Limited Access Stations. Proposals for Limited Access Stations are eligible to
be scored against Public Access Station applications as long as the anchor fleet for the
Limited Access Station is providing a service for the public benefit, such as a municipal fleet
or a private company engaged in waste collection for government entities. If the total
amount of funds proposed to be used for eligible Limited Access Station applications
exceeds twenty-five percent (25%) of the allocated USF funds, then only the highest
scoring Limited Access Station projects will be awarded funding, up to the twenty-five
percent (25%) cap.
8. AWARD NOTICE
8.1. Successful Applicants shall be sent a Notice of Selection with AGL’s intent of awarding
successful Applicants the opportunity to participate in the Program. Participation in the
program is contingent upon meeting all post-award obligations, including but not limited to
executing a standard Service Agreement and Easement with AGL. Post-award obligations
will be discussed in more detail with Applicants that receive Notices of Selection.
8.2. Nothing contained in this RFP or any Applicant’s proposal shall become a part of any
contract executed by AGL and Applicant, unless specifically incorporated by reference into
such executed contract.
12
AGL CNG Infrastructure Program – Request for Proposals
8.3. If a Project Applicant fails to fulfill its post-award obligations, including but not limited to
executing a standard Service Agreement and Easement with AGL, the award will be
deemed null and void.
8.4. Approved Project Applicants will have thirty (30) days to address a nullification by AGL
before it becomes final. AGL shall consider any response from a Project Applicant, but any
final decision to nullify an award shall be made by AGL in its sole discretion.
8.5. If an award is nullified, the designated USF funds that would have been applied to the
approved Project Applicant’s proposed project will be made available to other approved
Project Applicant(s).
9. GENERAL TERMS
9.1. The issuance of this RFP does not obligate AGL to enter into any contract or to undertake
any financial obligation related to the requirements in this RFP. Discussions may be
conducted with Applicant for the purpose of clarification to assure full understanding of the
Applicant’s proposal. In conducting discussions, AGL shall not disclose any confidential
information derived from proposals submitted by competing Applicants. Until notice of an
award is made by AGL, AGL reserves the right to reject any or all proposals and waive
technicalities, to re-advertise for new proposals, or to proceed with the Program in any
manner as may be considered in the best interest of AGL, consistent with the approved
GPSC Program.
9.2. Under no circumstances shall an Applicant or any of its employees, agents or affiliates
publicly identify or comment on the contents of this RFP without prior written permission
from AGL. Applicants must obtain AGL’s written approval prior to making press releases or
any announcements related to this RFP or Applicant’s proposal in response thereto. AGL
reserves the right to refuse all requests for release of this information.
9.3. Should any proposal contain proprietary information, it shall be marked by Applicant
accordingly and Company will treat this information as confidential. APPLICANTS
SHOULD NOT MARK THE ENTIRE PROPOSAL AS CONFIDENTIAL OR PROPRIETARY.
9.4. It may be necessary in the evaluation process for copies to be made of the proposals and
used internally within Company. If this is necessary, copies will only be made available to
internal personnel and will be held in confidence. Applicants should not prohibit the making
of copies of their proposals.
9.5. This RFP does not commit AGL to pay any costs incurred by any Applicant in preparation
and/or submission of a proposal or for the Applicant’s project, except as explicitly set forth
herein or in AGL’s CNG-1 rate. All costs directly or indirectly related to responding to this
RFP (including all costs incurred in supplementary documentation) will be borne by the
Applicant.
9.6. The Applicant agrees that its officers, employees or agents will not attempt to lobby or
influence a vote or recommendation related to Applicant’s proposal, directly or indirectly,
through any contact with Company’s Board members, senior executives, Program team
members or other Company or AGL employees between the date Applicant submits its
proposal and the date of award by AGL.
13
AGL CNG Infrastructure Program – Request for Proposals
9.7. All documents submitted in response to this RFP will become the property of AGL.
9.8. The RFP will be governed by the laws of the State of Georgia. The applicable law for any
legal dispute arising out of the RFP shall be the law of the State of Georgia and the parties
agree to venue in Fulton County Superior Court of the State of Georgia.
14
AGL CNG Infrastructure Program – Request for Proposals
Attachment A – CNG Equipment Selection Chart
Option
No.
Nominal
Capacity
GGE/hr.
Year 1 Volume
GGE/yr.
Compressor
Redundancy
CNG Equipment
Design:
Compressors
& Storage
Estimated
Installed
Equipment
Cost1
Estimated
Annual
Maintenance
Cost2
Minimum
Number
of 2-hose
Dispensers:
Required/
Recommended
Minimum
Square
Footage:
Total/Min.
Dimension
1
75
30,000 – 59,999
50%
2 x 75 cfm
36,000 cf
$642,000
$25,600
1/2
900 sq. ft. /25’
100%
2 x 150 cfm
36,000 cf
$836,000
$35,000
1/2
1050 sq. ft. /25’
50%
2 x 150 cfm
36,000 cf
$836,000
$35,000
2/2
1050 sq. ft. /25’
100%
2 x 400 cfm
36,000 cf
$1,105,000
$51,200
2/2
1225 sq. ft. /25’
50%
2 x 400 cfm
36,000 cf
$1,105,000
$51,200
2/3
1225 sq. ft. /25’
100%
3 x 500 cfm
72,000 cf
$1,685,000
$87,400
2/3
1600 sq. ft. /25’
2
3
150
60,000 – 159,999
4
5
400
160,000 – 299,999
6
7
750
300,000 – 599,999
67%
3 x 500 cfm
72,000 cf
$1,685,000
$87,400
3/4
1600 sq. ft. /25’
8
1500
> 600,000
67%
3 x 1000 cfm
72,000 cf
$2,302,000
$125,000
3/4
2650 sq. ft. /30’
Note1: Cost of CNG Equipment to be installed by AGL are estimates only and will change based on final equipment design, equipment purchase costs, and site
conditions.
15
AGL CNG Infrastructure Program – Request for Proposals – Attachment A
Note 2: AGL’s maintenance costs shown are estimates and will vary with final equipment selection, station throughput, and other operating conditions. Applicants
AGL USF CNG STATION ROLES AND RESPONSIBILITIES MATRIX
will be billed actual maintenance costs in accordance with AGL’s CNG-1 rate.
Attachment B – Roles and Responsibilities
16
AGL CNG Infrastructure Program – Request for Proposals
DESCRIPTION
Station Site and Site Improvements1
CNG Compression, Storage, & Controls2
CNG Dispensing
3
4
Electric Service to all Station Equipment
Gas Service/Metering for CNG Compression Skid
Communication Line for CNG Compression Skid
6
5
DESIGN
Developer
PERMITTING7
Developer
PROCUREMENT
Developer
CONSTRUCTION
Developer
OWNERSHIP
Developer
OPERATION &
MAINT.8
Developer
AGL
Developer
AGL
AGL
AGL
AGL
Developer
Developer
Developer
Developer
Developer
Developer
Developer
Developer
Developer
Developer
Developer
Developer
AGL
AGL
AGL
AGL
AGL
AGL
Developer
Developer
Developer
Developer
Developer
Developer
NOTES:
1
Station Site and Site Improvements includes providing the land and associated improvements required for the station - grading, paving, curbing, drainage,
lighting, security, etc. Any traffic or vehicle flow studies are also included.
2
CNG Compression, Storage, & Controls includes the compression equipment (compressor skid, high pressure storage, and controls), concrete mounting pad for
compression equipment, fencing around pad, and protective bollards.
3
CNG Dispensing includes the CNG vehicle dispenser(s); tubing between dispenser(s) and compression equipment; instrumentation, control, and power
wiring/conduit between dispenser(s) and compression equipment; emergency shutdown buttons/wiring as required that are remote from the compression
equipment pad; and any other equipment desired by the Developer such as card readers, dispenser islands, canopies, communication lines, etc.
4
Electric Service to all Station Equipment includes installation of an electric service from local utility (if not already at site) and power wiring/conduit to the
compression equipment and any other station equipment as required such as lights, dispensers, card readers, etc. Local electric utility will likely design,
construct, own, operate, and maintain the electric service up to and including the power meter.
5
Gas Service/Metering for CNG Compression Skid includes installation of new natural gas service and meter set to serve the compression equipment.
Construction costs exceeding the Allowable Investment calculated for the gas service/meter set will be borne by the Developer.
6
Developer will be responsible for establishing a communication line to the CNG Compression equipment for remote monitoring and any associated monthly
charges from the carrier. The specifications for this communication line are to be determined, but it may be wired or wireless and could be an Internet
connection or a dedicated line.
7
AGL will provide design drawings and specifications for compression equipment and pad to Developer to include in overall site permitting package for submittal
of state fire marshal, local building, and any other permit applications, as required. AGL can assist in the review of the permit documents prior to submittal.
8
AGL will require right of ingress/egress from the station site during construction and for ongoing operation and maintenance.
17
AGL CNG Infrastructure Program – Request for Proposals
Attachment C – Recommended Dispenser Specifications
The following specifications apply to the fast fill fueling dispenser(s) to be installed by Project
Applicant as part of the Program. Combinations of single and dual hose, 3000 PSI and 3600 PSI fills
will be needed to suit the CNG Station’s site-specific needs. These specifications are general to
enable the Applicant to select from various manufacturers.
CNG Fueling Dispenser Requirements
1. Dispenser to be compliant as a minimum to NFPA 52, NFPA 70, ASME B31.3
2. Temperature and pressure compensated fills to NGV code algorithm
3. Mass flow meter – NIST Weights and Measures approved. Accuracy ±1%.
4. UL/CSA components only.
5. Sequenced dispensing valves in the dispenser with three line input for high, mid and low
banks
CNG Fueling Dispenser Recommendations
1. High hose style steel cabinet, powder coated or stainless steel
2. Single or dual hose Configurations.
3. Line filters mounted in dispenser (hi, mid and low)
4. Dispenser internal tubing ½”- ¾” stainless steel, Nominal MAWP 5000 PSI
5. Standard Flow Hoses shall be ½” x 12 ft. long with 5000 PSIG MAWP, shall have ILB1 inline
breakaway mechanisms with check valves, and be electrically conductive. Retractor or High
Hose configuration shall keep hose from contacting ground when nozzle is in its keeper.
Nozzles shall be OPW Sherex CT1000.
6. High Flow Transit Hoses shall be ¾” x 12 ft. long with 5000 PSIG MAWP, shall have ILB5
inline breakaway mechanisms with check valves, and be electrically conductive. Retractor or
High hose configuration shall keep hose from contacting ground when nozzle is in its
keeper. Nozzles shall be OPW Sherex CT5000.
7. Fill pressure to 3600 PSIG @ 70°F. Safety relief valve per code set at 4500 PSIG
8. Fill pressure to 3000 PSIG @ 70°F. Safety relief valve per code set at 3750 PSIG
9. Pulse Calibration - Dispenser shall generate 100 pulse-count per mass of CNG dispensed
(i.e. 100 pulses per gasoline-gallon equivalent of CNG). Calibrate dispensers to 5.660 lb. of
natural gas equals 1 GGE.
10. Venting for nozzles may be piped to a remote location or at top of dispenser.
11. Remote Fuel Management System is preferred but the CRIND system (Integral Card
Reader) will also be acceptable. Receipt printer is recommended for client verification of
transaction.
12. Interface with Fuel Management terminal. Furnish connections between each dispenser and
the fuel management terminal for the following signals: handle switch, low-voltage meter
pulser and ‘authorize’ signal. Conductors of different voltages shall be routed in separate
conduits
18
AGL CNG Infrastructure Program – Request for Proposals – Attachment C
13. Dispensers Required Electrical supply - 120VAC 60 HZ.
14. Dispenser display shall be able to show GGE or DGE, total fuel dispensed, price per unit of
measure and total price dispensed. Back-lit displays are required for transactions.
15. Dispenser vendor to supply and install required programming and training. Sites with existing
fuel dispensing will normally have an FMS for transactions and data recording, so the new
CNG dispenser data system would be required connect to the existing system. Contact
Manufacturer for compatibility of the systems.
Sample CNG Dispenser Manufacturers:
Kraus Global
25 Paquin Road
Winnipeg, MB
R2J 3V9 CANADA
Telephone: (512) 663-7292
Tulsa Gas Technologies
10117 E. 48th Street
Tulsa, OK 74146
Telephone: (918) 665-2641
ANGI Energy Systems
15 Plumb Street
Milton, WI 53563
Telephone: (800) 955-4626
19
AGL CNG Infrastructure Program – Request for Proposals – Attachment C
Attachment D – Application Form
1) Date: ______________________________
2) Project Name: ______________________________________________________________
3) Proposed CNG Station Site Address: ____________________________________________
4) Project Applicant Company Name(s): ____________________________________________
Contact Person: _________________________________________________________
Address: _______________________________________________________________
Phone: ________________________________________________________________
E-mail: ________________________________________________________________
5) CNG Retailer (Company Name) if separate from Project Applicant:
______________________________________________________________________
Contact Person: _________________________________________________________
Address: _______________________________________________________________
Phone: ________________________________________________________________
E-mail:_________________________________________________________________
6) Property Owner (Company Name) if separate from Project Applicant:
______________________________________________________________________
Contact person: _________________________________________________________
Address: _______________________________________________________________
Phone: ________________________________________________________________
E-mail: ________________________________________________________________
7) Fleet(s) Providing Letter(s) of Intent (Company Name): ______________________________
Contact person: _________________________________________________________
Address: _______________________________________________________________
Phone: ________________________________________________________________
20
AGL CNG Infrastructure Program – Request for Proposals – Attachment D
E-mail: ________________________________________________________________
8) Station Requested from CNG Equipment Selection Chart (Indicate Option 1 – 8): _________
9) Type of Station (Public Access or Limited Access): _________________________________
10) Minimum Annual Volume (GGE/Year):
Year 1: _______________________
Year 2: _______________________
Year 3: _______________________
Year 4: _______________________
Year 5: _______________________
11) Information for RFP Scoring Criteria - Attach separate sheet to describe the following:
A. Location Characteristics
1) Strategic fit for area wide coverage and/or green corridors
2) Proximity to interstates/major highways for ease of access, visibility, etc.
3) Proximity to other CNG Stations (farther apart is better)
4) Operating hours for public access
5) Security, tenant/cashier available
B. Growth Potential
1) Additional fuel usage potential from anchor fleet
2) Project Applicant’s plans for promoting CNG and growing throughput
3) Population density in surrounding area
4) Letters of interest/intent for possible incremental usage (beyond the volumes
submitted above) from other fleets in the surrounding area
5) Proximity to other fleets in the area
21
AGL CNG Infrastructure Program – Request for Proposals – Attachment D
Attachment E – Service Agreement
AGL CNG INFRASTRUCTURE PROGRAM
SERVICE AGREEMENT
THIS SERVICE AGREEMENT (this “Agreement”) is made and entered into as of this ___ day of
_________, 20__ (the “Effective Date”), by and between Atlanta Gas Light Company, a Georgia corporation
(“Company”) and
(“Project Applicant”; together with Company, the “Parties”,
and each of them a “Party”).
RECITALS:
WHEREAS, Company has accepted an application from Project Applicant for participation in the AGL
CNG Infrastructure Program as approved by Orders of the Georgia Public Service Commission
(“Commission”) entered November 29, 2011 and January 3, 2012 in Docket No. 32499, a program designed to
foster the development of a market in Georgia to provide CNG to individuals and businesses to fuel motor
vehicles through CNG fueling located at fueling stations open to the general public in addition to serving fleet
customers;
WHEREAS, the Parties desire for the provision by Company to Project Applicant of general Natural Gas
delivery service to be provided under separate agreement between Project Applicant and a certificated
Marketer selected by Project Applicant and such natural gas delivery services shall be governed by Company’s
Tariff;
WHEREAS, the Parties desire for the provision by Company of certain services to convert Natural Gas to
CNG at pressures suitable for CNG storage and delivery into CNG Dispensers and such services shall be
governed by Company’s Tariff; and
WHEREAS, the Parties desire for Project Applicant to operate a CNG Station for a period of not less than
five years;
NOW, THEREFORE, in consideration of the terms, conditions, covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, and in order to effectuate the above arrangement, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
The following terms, as used in this Agreement, have the following meanings:
1.1
Commission. Commission has the meaning set forth in the Recitals.
1.2
Compressed Natural Gas (CNG). Natural Gas modified by mechanical equipment and
dispensed at high pressure, typically 3,600 pounds per square inch gauge (p.s.i.g.), suitable for Natural Gas to
be utilized as an energy source for the propulsion of motor vehicles.
1.3
CNG Dispenser. Equipment at CNG Station provided by Project Applicant and required for
use by CNG Station customers in delivering CNG to motor vehicles, as described in more detail in Exhibit A
attached hereto and incorporated herein.
1.4
CNG Equipment. All devices, equipment and supporting components owned by Company
and necessary, as determined by Company in its sole discretion, for Company to provide CNG Service to
Project Applicant, including, without limitation, service lines, dryer, compressor(s), controls, and storage
vessels, together with all piping and supporting components, as described in more detail in Exhibit A.
1.5
22
CNG Equipment Cost. The total installed cost of the CNG Equipment.
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
1.6
Card Reader. Automated device provided by Project Applicant for use by CNG Station
customers for payment capable of performing all functions necessary to process commercial transactions for
retail customers using major fleet account cards and standard bank credit or debit cards, such as MasterCard,
Visa, etc.
1.7
CNG Retailer. A person or entity that acquires Natural Gas from a certificated Marketer,
contracts with Company to convert Natural Gas to CNG, and sells CNG at the CNG Station for the propulsion
of motor vehicles in accordance with the terms of Company’s CNG-1 Rate as contained in Company’s Tariff.
The CNG Retailer function may be performed by Project Applicant or by a third party, provided that any such
third party shall be considered a subcontractor hereunder.
1.8
CNG Service. The conversion by Company of Natural Gas delivered to Project Applicant’s
CNG Station to CNG at pressures suitable for CNG storage and delivery into CNG Dispensers in accordance
with the terms of Company’s CNG-1 Rate as contained in Company’s Tariff.
1.9
CNG Station. The location at which Project Applicant will install CNG Dispensers and Card
Readers and Company will install CNG Equipment, including the Property, together with all improvements
and appurtenances owned or leased by Project Applicant, the design and nominal capacity of which is
described in more detail in Exhibit A. For the purposes of this Agreement, the CNG Station address is set
forth in Exhibit A.
1.10
Customer Investment Percentage (CIP). The percentage determined by dividing Project
Applicant’s payment for the CNG Equipment by the total CNG Equipment Cost.
1.11
Equipment Usage Fee (EUF). An annual fee calculated based on ten percent (10%) of the
actual CNG Equipment Cost, billed in twelve (12) equal monthly installments, and adjusted based on the
nominal capacity utilization of the CNG Station for the current period, where daily capacity is the nominal
delivery capacity over an 8 hour day, further adjusted to reflect the actual capital contribution invested by
Project Applicant in the CNG Equipment. The annual EUF for the CNG Station will be calculated as follows:
EUF = CNG Equipment Cost x 10% x UP x (1 – CIP).
1.12
Gasoline Gallons Equivalent (GGE). The amount of CNG required to equal the energy
content of one liquid gallon of gasoline.
1.13
General Public Access Station. CNG Station that provides access to individual motor
vehicle customers who may not have a contractual agreement with Project Applicant or the CNG Retailer.
1.14
Guaranteed Throughput. The minimum GGE of CNG on an annual basis (cumulatively) to
be utilized by Project Applicant at the CNG Station for each year of the Service Term as specified in Section
2.2(d) of this Agreement.
1.15
Initial Service Term. The initial Service Term for provision of CNG Service as defined in
Section 4.1 of this Agreement.
1.16
Laws. All applicable laws (including those arising under common law) statutes, codes, rules,
regulations, reporting or licensing requirements, ordinances and other pronouncements having the effect of the
law of the United States, any foreign country or any domestic or foreign state, county, city or other political
subdivision, including those promulgated, interpreted or enforced by any governmental or quasi-governmental
authority.
1.17
Limited Access Station. CNG Station located on a premise that does not offer public access
to the Property or where use of the CNG Dispenser is limited to customers who maintain contractual
relationships with Project Applicant or the CNG Retailer.
23
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
1.18
Minimum Throughput. The minimum GGE of CNG on an annual basis (cumulatively) to be
utilized by Project Applicant at the CNG Station for each year of the Service Term in order to qualify for the
requested CNG Equipment as specified in Section 2.2(d) of this Agreement.
1.19
Natural Gas. Any mixture of hydrocarbons or of hydrocarbons and non-combustible gases in
a gaseous state, consisting predominately of methane.
1.20
Property. The real property owned or leased by Project Applicant where the CNG Station
(including the CNG Equipment) will be located.
1.21
Service Effective Date. The date of commencement of CNG Service as defined in Section
4.1 of this Agreement.
1.22
Agreement.
Service Term.
Term for provision of CNG Service as defined in Section 4.1 of this
1.23
Tariff. The rates, rules and regulations in connection with any and all services offered by
Company, which are now or may hereafter be made effective, issued or promulgated by the Commission and
as may be amended from time to time with the approval of the Commission.
1.24
Term. Term of this Agreement as defined in Section 4.1 of this Agreement.
1.25
Termination Date. End date of this Agreement as defined in Section 4.1 of this Agreement.
1.26
Utilization Percentage (UP). The percentage determined by first dividing the average daily
usage (CCF) in the last meter reading cycle by 1.22 CCF/GGE to convert to GGE and then by dividing this
number by the daily capacity of the CNG Equipment, where daily capacity is the nominal delivery capacity
over an 8 hour day.
ARTICLE 2
SERVICES, RIGHTS, AND OBLIGATIONS
2.1
Services Provided by Company.
(a)
Company shall construct and install CNG Equipment pursuant to an installation
schedule to be mutually agreed upon by the Parties.
(b)
During the Service Term, Company shall provide to the CNG Retailer CNG Service
in accordance with the terms of Company’s CNG-1 Rate as contained in Company’s Tariff.
(c)
Company has the sole responsibility and hereby agrees to provide and maintain all
CNG Equipment necessary, as determined by Company in its sole discretion, for the provision of CNG Service
to the CNG Station. Company shall determine the capacity and operational features of the CNG Equipment,
which, at a minimum, shall include: post-meter piping, dryer, compressor(s), controls, and storage vessels,
along with all devices, equipment and supporting components necessary to maintain and operate the CNG
Equipment.
2.2
24
Obligations of Project Applicant.
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
(a)
CNG Retailer, shall:
Project Applicant, itself or through an approved subcontractor acting in the capacity of
1.
Meet all licensing and other requirements to operate as a fueling retailer,
including all necessary operating permits and the payment of any related fees;
2.
During the Service Term, purchase Natural Gas from a certificated Marketer
and obtain CNG Services pursuant to Company’s CNG-1 Rate as contained in Company’s Tariff;
3.
Procure, install and maintain, with a capacity to meet forecasted demand, all
CNG Dispensers for use in delivering CNG to motor vehicles and all necessary Card Readers at the CNG
Station, as well as all underground piping necessary to connect the CNG Equipment to CNG Dispensers;
4.
Perform all functions not expressly designated herein as Company’s
responsibility necessary to operate CNG Station during the Service Term, including but not limited to
obtaining electric power to the Property, which shall be provided by the applicable electric utility provider,
establishing a communication line to CNG Equipment for remote monitoring, and providing lighting and other
reasonable security measures as determined by Project Applicant in its reasonable discretion;
5.
Provide a safe working environment for Company employees and others
while on the Property and use its best efforts to protect CNG Equipment from damage or injury;
6.
[For General Public Access Stations] During the Service Term, post the unit
price for CNG available for General Public Access customers at the CNG Station on a dollars/cents per GGE
basis;
7.
[For Limited Access Stations] During the Service Term, provide convenient
and unrestricted access to CNG Dispensers and Card Readers to its customers, in accordance with the terms of
Project Applicant or CNG Retailer’s contractual relationship with such customers [For General Public
Access Stations] During the Service Term, provide convenient and unrestricted access to CNG Dispensers and
Card Readers to the general public during normal business hours, as determined by Project Applicant in its
reasonable discretion; and
8.
Comply with all applicable Laws.
(b)
Project Applicant shall own or lease the Property and shall make any site
improvements to the Property which may be necessary, as reasonably determined by Company, to install and
maintain the CNG Equipment and to operate the CNG Station.
(c)
In accordance with Rule 6 of Company’s Tariff, Project Applicant shall make or
procure satisfactory conveyance to Company of all easements and rights-of-way, including but not limited to,
the right of unrestricted and free access, ingress and egress over, upon the Property and all other rights,
privileges, and easements that Company deems appropriate, necessary or convenient for the full
enjoyment and use of the CNG Station. All such easements and rights-of-way shall provide for Company’s
right to remove any and all of Company’s property, including but not limited to CNG Equipment, upon
termination of this Agreement. Project Applicant shall be solely responsible for any and all costs associated
with the procurement of all such easements and rights-of-way. Such easements and rights-of-way shall
provide, at a minimum, the following:
1.
Appropriate and timely access to the Property to permit Company employees
and other authorized persons to construct and install the CNG Equipment in accordance with Section 2.1(a) of
this Agreement;
2.
Appropriate and timely access to the Property to permit Company employees
and other authorized persons to maintain the CNG Equipment in accordance with Section 2.1(c) of this
Agreement; and
25
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
3.
Appropriate and timely access to the Property to permit Company employees
and other authorized persons to remove any and all of Company’s property, including but not limited to CNG
Equipment, upon termination of this Agreement.
(d)
Project Applicant shall maintain contracts with one or more end-users of CNG to
utilize at the CNG Station a Minimum Throughput of [___________] GGE of CNG on an annual basis
(cumulatively) for each 12-month period of the Service Term (each, a “Term Year”). In addition, Project
Applicant guarantees that it will utilize at the CNG Station a minimum GGE of CNG on an annual basis
(cumulatively) for each Term Year as follows:
Guaranteed Throughput
Term Year 1:
GGE
Term Year 2:
GGE
Term Year 3:
GGE
Term Year 4:
GGE
Term Year 5:
GGE
Each Term Year shall begin on the annual anniversary date of the Service Effective Date.
(e)
Project Applicant shall give immediate notice to Company when any leakage of
Natural Gas is discovered, with confirmation in writing, and Project Applicant shall take all precautions that
are reasonable under the circumstances and is appropriate to Project Applicant’s operations. Project Applicant
shall not use any flame or light of any character, electrical switches or other equipment that might produce a
spark, or other igniting medium, in the proximity of escaping gas or do or suffer to be done any act which
would ignite such Natural Gas, and shall shut off the flow of Natural Gas immediately.
2.3
Option of Project Applicant to Purchase CNG Equipment. At any time after the
expiration of the Initial Service Term, provided no default under this Agreement has occurred during the
Service Term, Project Applicant shall have the option to purchase from Company all CNG Equipment on the
Property at the higher of the pro rata depreciated net book value or the market value of the CNG Equipment.
Project Applicant shall exercise this option by providing Company with one hundred eighty (180) days prior
written notice.
2.4
Reservation of Rights. All rights not expressly granted to Project Applicant herein are
reserved to Company.
2.5
Cooperation. Each Party shall reasonably cooperate with the other Party to permit such Party
to perform its duties and obligations under this Agreement in a timely manner.
2.6
Authority of the Parties. Each Party acknowledges and agrees that it has no authority to act
on behalf of the other Party other than as set forth in this Agreement or to enter into any contract or to incur
any liability on behalf of the other Party, except with prior written consent of an authorized officer of such
Party. Each Party covenants that it shall not at any time represent, either orally or in writing, that it has any
right, power or authority with respect to the other Party not expressly granted to the other Party by such Party.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
3.1
Representations and Warranties of Company and Project Applicant.
represents and warrants to the other Party as follows:
Each Party
(a)
It is a corporation, limited liability company or partnership, as applicable, duly organized,
validly existing and in good standing under the laws of the state of its incorporation or organization and is duly
26
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
qualified to do business under the laws of each jurisdiction where, because of the nature of its activities or its
ownership or lease of properties, such qualification is required, and has the requisite power and authority to
enter into this Agreement and the transactions contemplated hereby and to perform its obligations hereunder.
(b)
It has duly authorized the execution, delivery and performance of this Agreement and has
taken all action necessary or appropriate to ensure that this Agreement, when executed and delivered by such
Party and when duly executed and delivered by the other Party, will constitute its valid and legally binding
obligation, enforceable in accordance with its terms, except to the extent that its enforceability may be limited
by bankruptcy, insolvency and other applicable laws affecting creditors’ rights, and by equitable principles
related to enforceability (whether in equity or at law).
(c)
The execution and delivery of this Agreement, such Party’s performance of its obligations
hereunder and the consummation of the transactions contemplated herein are within the requisite powers of
such Party and will not (i) conflict with or constitute a breach of such Party’s organizational documents; or
(ii) conflict with, constitute a default or result in the termination of, or accelerate or permit the acceleration of
any performance under any indenture, mortgage, deed of trust, or other material lien, lease, contract, note,
order, judgment, decree or other material agreement, instrument or restriction of any kind to which such Party
is a party or by which it or any of its properties are or may be bound or affected.
(d)
This Agreement is the legal, valid and binding obligation of such Party, enforceable against
such Party in accordance with its terms, except to the extent that its enforceability may be limited by
bankruptcy, insolvency and other applicable laws affecting creditors’ rights, and by equitable principles related
to enforceability.
(e)
There is no litigation or other dispute resolution or governmental proceeding pending or, to the
knowledge of such Party, threatened against or affecting such Party (or any of its directors, officers or
employees) that would adversely affect its ability to perform its obligations herein.
3.2
Disclaimer of Warranties. OTHER THAN AS SPECIFICALLY SET FORTH HEREIN,
NEITHER OF THE PARTIES MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES,
EXPRESS OR IMPLIED, DIRECTLY OR INDIRECTLY, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OR USE, WITH RESPECT TO, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES TO BE
PERFORMED HEREUNDER BY SUCH PARTY OR THE RESULTS OBTAINED THEREBY.
ARTICLE 4
TERM; TERMINATION
4.1
Term. The term of this Agreement shall commence as of the Effective Date and shall
terminate upon expiration of the Service Term, unless earlier terminated as provided in Section 4.2 (the
“Termination Date”). The period from the Effective Date through the Termination Date is herein called the
“Term”. The provision of CNG Service under this Agreement shall commence on a date mutually agreed
upon by the Parties to coincide with the first day of a month as soon as practicable, but in any event within
ninety (90) days, after installation of the CNG Equipment is complete (the “Service Effective Date”) and shall
continue until the Termination Date. The period from the Service Effective Date through the Termination
Date is herein called the “Service Term”. The initial Service Term shall commence on the Service Effective
Date and shall continue for a period of five (5) years (the “Initial Service Term”). The Service Term shall
automatically renew for successive twelve (12) month periods at the end of the Initial Service Term or any
renewal period, unless a Party provides the other Party with at least ninety (90) days prior written notice of its
intent to not renew the Service Term. If any such notice is given, the Service Term will expire at the end of
the then-current term.
4.2
27
Termination for Cause.
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
(a)
Each Party may immediately terminate this Agreement in the event that the other
Party breaches any material obligation hereunder, and such breach remains uncured for thirty (30) days after
written notice of such breach is delivered to the other Party; provided, however, that if such breach is
susceptible of cure and the other Party undertakes diligent efforts to cure the breach, the thirty (30) day period
will be extended for so long as necessary to effect the cure.
(b)
Should either Party (i) make a general assignment for the benefit of creditors;
(ii) institute liquidation proceedings or proceedings to be adjudicated as voluntarily bankrupt; (iii) consent to
the filing of a petition of bankruptcy against it; (iv) be adjudicated by a court of competent jurisdiction as
being bankrupt or insolvent; (v) seek reorganization under any bankruptcy act; (vi) consent to the filing of a
petition seeking such reorganization; or (vii) have a decree entered against it by a court of competent
jurisdiction appointing a receiver, liquidator, trustee, or assignee in bankruptcy or in an insolvency covering all
or substantially all of such Party’s property or providing for the liquidation or dissolution of such Party’s
property or business affairs; then, in any such event, the other Party, at its option and without prior notice, may
terminate this Agreement effective immediately.
(c)
Should Project Applicant fail to meet the Guaranteed Throughput for the CNG Station
and fail to pay the resulting EUF charges to Company as described in Section 7.2 of this Agreement,
Company, at its option and without prior notice, may terminate this Agreement effective immediately.
(d)
Should Project Applicant fail to meet the Minimum Throughput for the CNG Station
for a period of twelve (12) consecutive months, Company, at its option and without prior notice, may terminate
this Agreement effective immediately, regardless of whether Project Applicant has paid EUF charges to
Company as described in Section 7.2 of this Agreement.
(e)
If, at any point during the Term of this Agreement, the Commission issues an Order
terminating the AGL CNG Infrastructure Program as approved by Orders entered November 29, 2011 and
January 3, 2012 in Docket No. 32499, Company, at its option and without prior notice, may terminate this
Agreement effective immediately.
4.3
Suspension of Service. If Company determines in its sole discretion that Project Applicant
has failed to provide a safe environment as set forth in Section 2.2(a)(5), Company shall have the right to
suspend maintenance services and other on-site services without liability until such time that the Property is
deemed safe by Company.
4.4
Effect of Termination.
(a)
Upon termination or expiration of this Agreement, Project Applicant shall pay to
Company any portion of the any remaining EUF charge then accrued under the then approved CNG-1 Rate
and properly payable under this Agreement.
(b)
Notwithstanding the exercise by any party of its rights under this Section 4, no
termination of this Agreement shall relieve either Party of its liability for the payment or performance of any
obligation accrued prior to the Termination Date (including any indemnification obligation arising hereunder,
whether or not notice of such indemnification claim has been given before such termination, or of any rights or
obligations under any other provisions, which, by their meaning or content, are intended to survive the
termination hereof).
(c)
Upon termination of this Agreement for any reason, Company shall remove CNG
Equipment located at the CNG Station at its discretion.
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AGL CNG Infrastructure Program – Request for Proposals – Attachment E
ARTICLE 5
INDEMNIFICATION; LIMITATION OF LIABILITY
5.1
Indemnification.
(a)
Indemnification by Company. Company shall indemnify, defend and hold harmless
Project Applicant, its affiliates, their respective successors and assigns, and their respective officers, directors,
employees, consultants, agents and representatives from any liability, damage, diminution in value, loss, cost,
claim or expense, including reasonable attorneys’ fees and expenses that result from or arise out of: (i) the
breach or inaccuracy of any of Company’s representations or warranties in this Agreement; (ii) the breach of
any of Company’s covenants or agreements in this Agreement; or (iii) any violations of Law by Company in
performing its obligations in connection with this Agreement.
(b)
Indemnification by Project Applicant. Project Applicant shall indemnify, defend and
hold harmless Company, its affiliates, their respective successors and assigns, and their respective officers,
directors, employees, consultants, agents and representatives from any liability, damage, diminution in value,
loss, cost, claim or expense, including reasonable attorneys’ fees and expenses that result from or arise out of:
(i) the breach or inaccuracy of any of Project Applicant’s representations or warranties in this Agreement;
(ii) the breach of any of Project Applicant’s covenants or agreements in this Agreement; (iii) any violations of
Law or governmental rules or regulations by Project Applicant in performing its obligations in connection with
this Agreement; (iv) any and all claims brought by or on the behalf of the CNG Retailer [if separate from
Project Applicant] or the owner of the Property [if separate from Project Applicant]; (v) third party claims
for physical injury or property damage not directly caused by CNG Equipment or Company’s negligence or
willful misconduct; or (vi) the theft of or injury to the CNG Equipment not directly caused by Company’s
negligence or willful misconduct.
5.2
Interruption of Natural Gas Service. In case the supply of Natural Gas in interrupted,
curtailed or cut off by Company pursuant to the terms of this Agreement, the then approved CNG-1 Rate,
Company’s Tariff, or for any other cause or reason authorized or prescribed by law, or by order, rule or
directive of any governmental body having jurisdiction, Company shall not be held liable for damages on
account of such failure in service or any consequences resulting therefrom or from the restoration of service
thereafter.
5.3
Limitation of Liability. THE AGGREGATE LIABILITY OF COMPANY FOR ANY AND
ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH
CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR
OTHERWISE) UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO
THE TOTAL AMOUNT PAID FOR THE SERVICES PURCHASED HEREUNDER. EACH PARTY
HERETO AGREES THAT EACH OTHER PARTY SHALL NOT BE LIABLE TO SUCH PARTY OR
ANYONE ACTING THROUGH SUCH PARTY UNDER ANY LEGAL THEORY (INCLUDING,
WITHOUT LIMITATION, BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY
OTHER LEGAL THEORY) FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR
EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.
ARTICLE 6
INSURANCE
6.1
Insurance Requirements. Unless otherwise agreed to in writing, Project Applicant will, at
its own expense, carry and maintain during the Term of this Agreement the insurance coverage (with
companies satisfactory to Company) in amounts no less than what is specified on Exhibit B attached hereto
and incorporated herein. All insurance policies or bonds required by this Agreement will be issued by
insurance companies licensed to do business within the state of Georgia with an A.M. Best Rating of not less
than "A- VII." Project Applicant will also be responsible for ensuring that its subcontractors (including, for
29
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
the avoidance of doubt, any entity performing the CNG Retailer function) comply with the insurance
requirements of this Section 6.
6.2
Waiver of Subrogation. Project Applicant agrees to waive, and will require its insurers to
waive, all rights of subrogation against Company, its directors, officers, and employees because of any
payment made under such insurance policies. Project Applicant shall not assert against Company, and hereby
waives to the extent legally possible to do so, any claims for any losses, damages, liabilities and expenses
(including attorney fees and disbursements) incurred or sustained by Project Applicant or another, to the extent
the same are covered by the types of insurance required in this Section 6 or, if providing more coverage, the
coverage actually carried by Project Applicant. Project Applicant shall cause all policies to contain a waiver
of subrogation clause. The provisions of this paragraph are intended to restrict recovery, as against Company,
to the insurance required to be maintained and to waive fully, for the benefit of Company, any rights and/or
claims that might give rise to a right of subrogation by any insurance carrier. In no event may any insurance
carrier of Project Applicant seek to recover against Company through a subrogated claim.
6.3
Material Change. Project Applicant shall notify Company of any material change or
cancellation of such policies with at least thirty (30) days prior written notice. “Material change” shall be
defined for the purpose of this Section 6 as follows: (i) a change from providing insurance through an A.M.
Best rated insurer to using a self-insurance program; (ii) a reduction in limits resulting in Project Applicant not
being able to meet the insurance requirements set forth in this Section 6; (iii) a change in coverage types from
occurrence to claims-made coverage; (iv) a change in any policy that would prohibit Project Applicant from
designating Company as additional insured as required by this Section 6; or (v) a change in any policy that
would prohibit waiver of subrogation as required by this Section 6; or (vi) a change to the expiration date of
the policy. In the event of cancellation of any insurance required on the part of Project Applicant hereunder,
Project Applicant shall obtain replacement insurance with a properly licensed insurer (as described in Section
6.1) as soon as possible which insurance shall be effective and in full force and effect as of or earlier than the
effective time of cancellation of the cancelled insurance, to the effect that there shall be no lapse in coverage.
All policies except Professional Liability and Worker's Compensation must be endorsed to name as additional
insureds: AGL Resources Inc., its subsidiaries, affiliated companies, their officers, directors and employees.
Project Applicant will notify Company of any losses or damages arising out of work performed under this
Agreement for which a claim might be made against Company.
6.4
Certificate of Insurance. On or prior to the Effective Date, and on an annual basis and at any
time coverage is renewed thereafter, and upon a “Material Change” or replacement of a cancelled policy,
Project Applicant will provide Company with a certificate of insurance evidencing such required coverage.
Unless otherwise notified in writing by Company, Project Applicant will provide a copy of such certificate to
Company and send a copy to AGL Resources Inc., Insurance Compliance, P.O. Box 12010-AR, Hemet,
California 92546-8010. Project Applicant will not commence work until all of the insurance required herein
will have been obtained and approved by Company. In the event that any of the liability insurance policies
required under this Agreement are written on a claims made basis, Project Applicant warrants that any
retroactive date applicable to coverage under such policy precedes the Effective Date and that continuous
coverage will be maintained or an extended discovery period will be exercised for a period of three (3) years
commencing from the Termination Date. To the extent that Project Applicant or its subcontractors utilize
deductibles in conjunction with the insurance required by this Agreement, all deductible expenses will be
assumed by Project Applicant or its subcontractors and will be considered as Project Applicant’s or its
subcontractors’ expenses and not part of the normal expenses associated with this Agreement. To the extent
any insurance required of Project Applicant herein overlaps with coverage maintained by Company, Project
Applicant’s insurance shall be deemed primary and non-contributory. The insurance provisions of this
Agreement are not intended to diminish or limit any indemnification obligations on the part of Project
Applicant as expressly set forth in this Agreement. Additionally, the limits required in Exhibit B are intended
as minimum limits and do not serve to cap Project Applicant’s insurance policies requirements.
30
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
ARTICLE 7
DEFAULT BY PROJECT APPLICANT
7.1
Payment of EUF Charges. Upon any default under this Agreement by Project Applicant,
Project Applicant shall be responsible for the payment to Company of any and all remaining annual EUF
charges as specified in the then approved CNG-1 Rate for the unexpired then-current Service Term.
7.2
Failure to Meet Guaranteed Throughput. If, at any point during the Service Term, Project
Applicant should fail to meet the Guaranteed Throughput for the CNG Station, all annual EUF charges to be
paid by Project Applicant to Company as specified in the then approved CNG-1 Rate shall be calculated using
the volume of CNG specified in the Guaranteed Throughput to determine the Utilization Percentage instead of
the actual metered usage.
ARTICLE 8
MISCELLANEOUS
8.1
Force Majeure. Rule 12 of Company’s Tariff shall apply to all terms of this Agreement.
8.2
Notices. All notices, requests, claims, demands and other communications hereunder shall be
in writing and shall be deemed to have been duly given when delivered (a) in person; (b) by any national
overnight courier or other service providing evidence of delivery, or by registered or certified mail (postage
prepaid, return receipt requested); or (c) by facsimile or email with a copy delivered the next business day by
any overnight courier or other service providing evidence of delivery, to the respective parties at the following
addresses:
To Company:
Ian M. Skelton
Director, Natural Gas Vehicles Business Development
AGL Resources Inc.
Ten Peachtree Place
Atlanta, Georgia 30309
Fax: (404) 584-3499
With a copy, which shall not constitute notice, to:
Jeffery Brown
Senior Vice President and Deputy General Counsel
AGL Resources Inc.
Ten Peachtree Place
Atlanta, Georgia 30309
Fax: (404) 584-3714
To Project Applicant:
Attention:
Telephone:
Fax:
or to such other address (or fax number, if applicable) as the Party to whom notice is given may have
previously furnished to the others in writing in the manner set forth above (provided that notice of any change
of address or fax number shall be effective only upon receipt thereof). Notwithstanding the foregoing, notices
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AGL CNG Infrastructure Program – Request for Proposals – Attachment E
with respect to curtailment or restoration of Natural Gas or with respect to “force majeure” shall be sufficient
if given by Company in writing or orally in person or by telephone to the person or one of the persons
designated from time to time by Project Applicant as authorized to receive such notices. If Project Applicant
shall not have made such designation or, if made, Company is unsuccessful in its efforts promptly to establish
communication with the person or one of the person so designated, then in any such event said notice shall be
sufficient if given by Company to any person or persons who are on said premises or who answer Project
Applicant’s telephone.
8.3
Independent Contractors. The Parties are independent contractors under this Agreement,
which shall not be construed to create any employment relationship, partnership, joint venture, franchisorfranchisee or agency relationship that did not already exist prior to the Effective Date, or to authorize any
Party to enter into any commitment or agreement binding on the other Party except as expressly stated herein.
The Parties have no authority to make statements, warranties, or representations or to create any liabilities on
behalf of the other.
8.4
Entire Agreement. This Agreement and the documents and schedules referred to herein
contain the complete agreement between the Parties and supersede any prior understandings, agreements or
representations by or between the Parties, written or oral, which may have related to the subject matter hereof
in any way; provided, however, that this provision is not intended to abrogate any other written agreement
between the Parties executed with or after this Agreement.
8.5
Amendment and Waiver. The Parties may not amend or modify this Agreement except as
may be agreed upon by a written instrument executed by the Parties. No waiver of any provision hereunder or
any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent
breach or default.
8.6
Successors and Assigns. This Agreement and all of the provisions hereof shall be binding
upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this
Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated by either
Party (including, without limitation, delegation of the CNG Retailer function to a third party) without the prior
written consent of the other Party, except that Company may delegate any or all of its rights, interests or
obligations hereunder to a third party without consent of Project Applicant.
8.7
Third-Party Beneficiaries. The parties to this Agreement do not intend this Agreement to
benefit or create any right or cause of action in or on behalf of any person or entity other than Company and
Project Applicant.
8.8
Severability. Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to
be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of
this Agreement.
8.9
Governing Law; Venue. This Agreement shall be governed by and construed in accordance
with the laws of the State of Georgia, without giving effect to any choice or conflict of law provision or rule
that would cause the application of the laws of any other jurisdiction. Any legal action or proceeding with
respect to this Agreement shall be brought in the Superior Court of Fulton County, Georgia, or in any court of
the United States of America for the Northern District of Georgia, and, by execution and delivery of this
Agreement, Project Applicant and Company each hereby accepts for itself and in respect to its property,
generally and unconditionally, the jurisdiction of aforesaid courts. The Parties hereby irrevocably waive trial
by jury, and Project Applicant and Company each hereby irrevocably waive any objection, including any
objection to the laying of venue or based on the grounds on forum non conveniens, which it may now or
hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Project
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AGL CNG Infrastructure Program – Request for Proposals – Attachment E
Applicant and Company each further irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or
certificated mail, postage prepaid to the address set forth in Section 8.2 of this Agreement and such service
will become effective three (3) days after such mailing. Nothing in this Agreement shall affect the right of
Company or Project Applicant to serve process in any other manner permitted by Law.
8.10
No Strict Construction; Headings. The language used in this Agreement shall be deemed to
be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be
applied against any Party. The headings used in this Agreement are for reference purposes only and shall not
affect in any way the meaning or interpretation of this Agreement.
8.11
Counterparts; Delivery. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which together shall constitute but one and the same
instrument. The Parties agree that this Agreement may be executed and delivered by facsimile or other
electronic transmission.
(Signatures begin on following page)
33
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
IN WITNESS WHEREOF, this Services Agreement has been executed as of the day and year first
above written.
“PROJECT APPLICANT”:
By:
Name:
Title:
“COMPANY”:
By:
Name:
Title:
34
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
EXHIBIT A
DESCRIPTION OF CNG STATION, CNG DISPENSER AND CNG EQUIPMENT
CNG Station Address
CNG Station Design
Nominal Capacity
Description of CNG Equipment
Description of CNG Dispenser
35
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
EXHIBIT B
INSURANCE
Workers' Compensation:
(A) Workers' Compensation: Statutory
(B) Employer's Liability:
(1) Bodily Injury by Accident, for Each Accident:
$1,000,000
(2) Bodily Injury for Each Employee by Disease:
$1,000,000
(3) Policy Limit for Bodily Injury by Disease:
$1,000,000
Commercial General Liability:
Written on a per occurrence basis to include coverage for: Broad Form Property Damage; Bodily
Injury; Personal Injury; Blanket Contractual Liability; Products/Completed Operations.
(A) Combined Single Limit per Occurrence:
$1,000,000
(B) General Aggregate:
$2,000,000
(C) Personal & Adv Injury per Occurrence:
$1,000,000
(D) Fire Legal Liability per Occurrence:
$100,000
(E) Medical Expense per Person per Occurrence:
$5,000
This policy will be primary and non-contributory.
Automotive Liability:
Such policy will include coverage for all vehicles owned, hired, non-hired, non-owned and borrowed
by Project Applicant in the performance of the Services covered by this Agreement.
Combined Single Limit:
$1,000,000
Umbrella Liability
Combined Single Limit:
$3,000,000
Pollution Liability
Limit:

$1,000,000
The Certificate of Insurance must include the following information:
o Waiver of Subrogation for Workers Compensation, General Liability and
Pollution Liability
o Additional Insured status for General Liability, Auto Liability and
Pollution Liability
Certificate holder Address:
AGL Resources Inc
Attn: Insurance Compliance
P O Box 12010-AR
Hemet, CA 92546-8010
36
AGL CNG Infrastructure Program – Request for Proposals – Attachment E
Attachment F – Easement Agreement
(Space above this line for Recorder’s use.)
THIS INSTRUMENT WAS PREPARED BY,
AND AFTER RECORDING RETURN TO:
Atlanta Gas Light Company
Ten Peachtree Place
Dept. 1355
Atlanta, Georgia 30309
STATE OF GEORGIA
[[
]] COUNTY
ATLANTA GAS LIGHT COMPANY
EASEMENT AGREEMENT
This Easement Agreement (the “Agreement”) is made and entered into as of the _____
day of ________, 2012 (the “Effective Date”) by [[PROPERTY OWNER]], having an address
at [[
]] (the “Property Owner”) and ATLANTA GAS LIGHT
COMPANY, a Georgia corporation with its principal offices located at Ten Peachtree Place,
Dept. 1355, Atlanta, Georgia 30309, (hereinafter the “AGLC”).
WHEREAS, Property Owner is the owner of real property more particularly shown on
Exhibit “A” attached to this Agreement (the “Easement Property”); and is the owner of the fee
simple title to land lying in Land Lot , of the
District,
County,
Georgia,
as
day of
,
, recorded in Deed Book
, Page
described in a deed dated the
, respectively, in the Office of the Clerk of the Superior Court of
County,
Georgia.
37
AGL CNG Infrastructure Program – Request for Proposals – Attachment F
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. Grant of Easement. Property Owner hereby grants and conveys AGLC the following
easements, rights and privileges:
a) An exclusive easement to install, maintain, operate, repair, replace and use Compressed
Natural Gas Equipment which shall consist of all devices, equipment and supporting
components necessary to convert natural gas to compressed natural gas (“CNG”) and
deliver CNG to be utilized as an energy source for the propulsion of motor vehicles,
including without limitation service lines, dryer, compressor(s), controls, and storage
cascade(s) (“CNG Equipment”) on the Easement Property; and
b) A non-exclusive easement of unrestricted and free access, ingress and egress over, upon
and across the Easement Property and all other rights, privileges, and easements
necessary or convenient for the full enjoyment and use of the Easement Property and the
exercise of the easement rights granted hereunder.
The location of such CNG Equipment on the Easement Property is depicted on Exhibit
“B”. The CNG Equipment, including all pipes, tubing, attachments, equipment,
accessories and appurtenances, installed hereunder and owned by AGLC (collectively,
the “Facilities”) shall, for the entire Term of this Agreement, remain the property of
AGLC, and AGLC shall have the right to inspect, remove, repair, improve, relocate the
same, and make such changes, alterations, substitutions, and additions in and to the
Facilities as AGLC may from time of time deem advisable, but in no event shall AGLC
be obligated to refill any hole, re-landscape, or reseed the Easement Property and related
improvements over, under, upon and across the Easement Property.
2. Term. Unless earlier terminated by written agreement of Property Owner and AGLC,
this Agreement and the easements, right of ways and privileges conveyed herein shall
terminate on the date that is one (1) year following termination of that certain Service
Agreement, dated ______, 20__, by and between AGLC and [PROJECT
APPLICANT].
3. Non-interference with Use of Easement Area. AGLC shall, at all times, have the right
to use the Easement Property for the purposes set forth in this Agreement, and any use or
activity by any other party that is inconsistent with the permitted uses of AGLC shall be
strictly prohibited. Construction of any buildings or other structures on, or any grading,
digging, or filling of the Easement Property shall not be permitted without the express
written consent of AGLC. AGLC shall have the right to trim, cut and remove trees,
brush, foliage, roots and other vegetation from within the Easement Property whenever in
AGLC’s reasonable judgment the same shall be necessary for the convenient and safe
exercise of the rights herein granted. This right shall not relieve Property Owner of any
duty to trim, cut and remove trees and brush to prevent danger or hazard to property or
persons.
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AGL CNG Infrastructure Program – Request for Proposals – Attachment F
4. Compliance with Applicable Laws. AGLC shall, at all times, and at its sole cost and
expense, comply with applicable laws and regulations in connection with this Agreement,
including, without limitation, obtaining and maintaining all required governmental
permits and approvals relating to the CNG Equipment.
5. Indemnification. AGLC shall defend, indemnify and hold Property Owner’s Agents
(defined below) harmless from and against all liability for damage to property or injury to
persons caused by the activities of AGLC, its agents, contractors and employees on the
Easement Property or otherwise in connection with this Agreement, except to the extent
that such liability or loss is caused by any willful misconduct or negligent acts or
omissions of Property Owner or its agents, employees, contractors, guests, invitees,
licensees and permittees (collectively, “Property Owner’s Agents”).
6. Transferability. AGLC shall have the full right and authority from time to time to lease,
sell, assign, transfer, or convey the easement, rights, title and interests granted to it
pursuant to this Agreement without the prior written consent of Property Owner.
7. Title. Property Owner covenants that it is seized of and has the right to convey the
easements, right of way, rights and privileges contained in this Agreement and that
AGLC shall have quiet and peaceable possession, use of the easements, right of way,
rights and privileges, and Property Owner shall execute such further assurances thereof as
may be required.
8. Binding Effect. The easements granted hereunder shall be binding upon and inure to the
benefit of successors, executors, heirs, administrators and permitted assigns of Property
Owner and AGLC, shall burden the Property Owner's property and run with the land.
9. Entire Agreement; Other Easements. This Agreement supersedes all prior discussion
and agreements between the parties and contains the entire agreement between the parties
with respect to the Easement and the other matters described herein. In the event AGLC
currently has any other easement or easements pertaining in whole or part to the
Easement area as shown on Exhibit B, then the provisions of such other easements and
this Agreement shall be cumulative provided, however, in the event of any conflict
between the terms of this Agreement and the terms of any other easements, the terms of
this Agreement shall apply.
10. Severability. If any of the provisions of this Agreement are hereinafter expressly
declared by a court of competent jurisdiction to be invalid or unenforceable, then any
such provision shall be canceled and severed from this Agreement and the other
provisions of this Agreement shall continue in full force and effect.
11. Enforcement. AGLC shall have the right to take any action, whether at law or at equity,
to enforce or prevent the interference with, the easements, rights and privileges granted in
this Agreement.
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AGL CNG Infrastructure Program – Request for Proposals – Attachment F
12. Headings. The headings of this Agreement are for convenience only, shall in no way
define or limit the scope or content of this agreement, and shall not be considered in any
construction or interpretation of the provisions of this Agreement or any part of the
Agreement.
13. Construction. No provision of this Agreement shall be construed against or interpreted
to the disadvantage of any party by reason of such party having or being deemed to have
prepared to drafted such provision.
14. Exhibits. Each and every exhibit referred to or otherwise mentioned in this Agreement is
attached to this Agreement and shall be construed to be a part of this Agreement by such
reference or other mention at each point at which such reference or other mention occurs,
in the same manner and with the same effect as if each exhibit were set forth in full and at
length every time such terms or used.
15. Authority. The parties warrant and represent one to the other that they have full power
and authority to enter into this Agreement.
[Remainder of Page Intentionally Blank; Signature Page Follows]
40
AGL CNG Infrastructure Program – Request for Proposals – Attachment F
IN WITNESS WHEREOF, this Agreement is signed and sealed as of the Effective Date.
[PROPERTY OWNER]
UNOFFICIAL WITNESS:
_________________________________
Name_____________________
By: ____________________________
WITNESS:
_________________________________
Name_____________________
STATE OF
COUNTY OF
The forgoing instrument was acknowledged before me this ___________ day of
________________________________
20___
by
___________________,
the
_________________________ of ________________, on behalf of the corporation. He
personally appeared before me, is personally known to me.
_______________________________________
Notary Public
My commission expires: _______________________.
41
AGL CNG Infrastructure Program – Request for Proposals – Attachment F
Signed Seal and Delivered
in the presence of:
AGLC:
ATLANTA GAS LIGHT COMPANY,
a Georgia corporation
WITNESS:___________________________ By: ____________________________________
Print Name:_________________________
WITNESS:_____________________________
Print Name:____________________________(CORPORATE SEAL)
STATE OF
COUNTY OF
The forgoing instrument was acknowledged before me this ___________ day of
________________________________
20___
by
___________________,
the
_________________________ of Atlanta Gas Light Company, on behalf of the corporation. He
personally appeared before me, is personally known to me.
(SEAL)
Notary Public
____________________________________
Print Name
Commission Expires:
42
AGL CNG Infrastructure Program – Request for Proposals – Attachment F
EXHIBIT A
43
AGL CNG Infrastructure Program – Request for Proposals – Attachment F
EXHIBIT B
44
AGL CNG Infrastructure Program – Request for Proposals – Attachment F