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Compressed Natural Gas (CNG) Infrastructure Program

Request for

Proposals (RFP)

March 01, 2012

2 AGL CNG Infrastructure Program – Request for Proposals

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


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 Non-residential 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


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.


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


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


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


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/buildingOfficials.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/downloads/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.


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


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


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 Points Score Strategic fit for area wide coverage and/or green corridors

0 – 5

Proximity to interstates/major highways for ease of access, visibility, etc.

0 – 5

Proximity to other CNG Stations (farther apart is better)

0 – 5

Operating hours for public access 0 – 5 Security, tenant/cashier available 0 – 5 Total X


Station Growth Potential Points Score Additional fuel usage potential from anchor fleet

0 – 5

Project Applicant’s plans for promoting CNG and growing throughput

0 – 5

Population density in surrounding area 0 – 5 Letters of intent from other fleets in the surrounding area

0 – 5

Proximity to other fleets in the area 0 – 5 Total 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.


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.


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.

15 AGL CNG Infrastructure Program – Request for Proposals – Attachment A

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’

2 100% 2 x 150 cfm 36,000 cf

$836,000 $35,000 1/2 1050 sq. ft. /25’

3 150 60,000 – 159,999 50% 2 x 150 cfm 36,000 cf

$836,000 $35,000 2/2 1050 sq. ft. /25’

4 100% 2 x 400 cfm 36,000 cf

$1,105,000 $51,200 2/2 1225 sq. ft. /25’

5 400 160,000 – 299,999 50% 2 x 400 cfm 36,000 cf

$1,105,000 $51,200 2/3 1225 sq. ft. /25’

6 100% 3 x 500 cfm 72,000 cf

$1,685,000 $87,400 2/3 1600 sq. ft. /25’

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.


Note 2: AGL’s maintenance costs shown are estimates and will vary with final equipment selection, station throughput, and other operating conditions. Applicants

will be billed actual maintenance costs in accordance with AGL’s CNG-1 rate.

Attachment B – Roles and Responsibilities

AGL USF CNG STATION ROLES AND RESPONSIBILITIES MATRIX


DESCRIPTION DESIGN PERMITTING7 PROCUREMENT CONSTRUCTION OWNERSHIP OPERATION &

MAINT.8

Station Site and Site Improvements1 Developer Developer Developer Developer Developer Developer

CNG Compression, Storage, & Controls2 AGL Developer AGL AGL AGL AGL

CNG Dispensing3 Developer Developer Developer Developer Developer Developer

Electric Service to all Station Equipment4 Developer Developer Developer Developer Developer Developer

Gas Service/Metering for CNG Compression Skid5 AGL AGL AGL AGL AGL AGL

Communication Line for CNG Compression Skid6 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.

2CNG 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.

3CNG 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.

4Electric 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.

5Gas 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.

6Developer 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.

7AGL 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.

8AGL will require right of ingress/egress from the station site during construction and for ongoing operation and maintenance.

18 AGL CNG Infrastructure Program – Request for Proposals – Attachment C

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

19 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, MBR2J 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

20 AGL CNG Infrastructure Program – Request for Proposals – Attachment D

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: ________________________________________________________________

21 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

22 AGL CNG Infrastructure Program – Request for Proposals – Attachment E

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 CNG Equipment Cost. The total installed cost of the CNG Equipment.


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.


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 Service Term. Term for provision of CNG Service as defined in Section 4.1 of this Agreement.

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 Obligations of Project Applicant.


(a) Project Applicant, itself or through an approved subcontractor acting in the capacity of CNG Retailer, shall:

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


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. Each Party represents and warrants to the other Party as follows:

(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


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 Termination for Cause.


(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.


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


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.


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


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, franchisor-franchisee 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


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)


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:


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


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

37 AGL CNG Infrastructure Program – Request for Proposals – Attachment F

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 described in a deed dated the day of , , recorded in Deed Book , Page , respectively, in the Office of the Clerk of the Superior Court of County, Georgia.


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.


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.


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]


IN WITNESS WHEREOF, this Agreement is signed and sealed as of the Effective Date.

UNOFFICIAL WITNESS: _________________________________ Name_____________________ WITNESS: _________________________________ Name_____________________

[PROPERTY OWNER]

By: ____________________________

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: _______________________.


Signed Seal and Delivered AGLC: in the presence of:

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:


EXHIBIT A


EXHIBIT B

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