HomeMy WebLinkAboutTrillium Transportation Fuels - Letter of Intent - 8.21.23DocuSign Envelope ID: E6240CEC-F1A7-4A9B-853D-99FE547962A0
CITY OF
TERLOO
Community of Opportunity
August 10, 2023
Trillium Transportation Fuels, LLC
2929 Allen Parkway
Houston, TX 77019
Re: Letter of Intent — Renewable Natural Gas Projects
Greetings:
Waste Management Services Dept.
3505 Easton Ave. Waterloo, IA 50702
Phone: (319) 291-4553
CITYOFWATERLOOIOWA.COM
Your company ("Proposer") has been preliminarily selected by the City of Waterloo
("City") for award of contracts pursuant to the Request for Qualifications/Proposals for the
Development of Renewable Natural Gas Projects ("RFQ/RFP"), issued on or about February 7,
2023. The basic purpose of this letter of intent ("LOI") is to affirm the City's preliminary decision,
based on the proposal and documents relating thereto that you submitted to City on or about April
21, 2023 (the "Submittal") for design, construction, and operation of renewable natural gas
projects at the City's wastewater treatment plant and anaerobic lagoon (collectively, the "RNG
Projects"). This LOI further serves to provide the essential framework for the parties' further
progress toward execution of definitive agreements.
This LOI does not purport to express or summarize all of the terms, conditions,
specifications, plans or other provisions to be contained in any of the agreements that the parties
may enter into as described in and contemplated by the RFQ/RFP and the Submittal (collectively,
the "Definitive Agreements"). The parties intend to negotiate the Definitive Agreements during
the Exclusivity Period described below and may enter into such agreements before the end of the
Exclusivity Period. Except as set forth herein, no legally binding obligations on the parties will be
created, implied, or inferred regarding the RNG Projects until the execution of a Definitive
Agreement(s).
With the foregoing in mind, it is proposed that the following terms will govern the further
conduct of the parties during the Exclusivity Period:
1. Exclusive dealing. For a period of four (4) months after the execution of this LOI
(the "Exclusivity Period"), Proposer will have the exclusive right to negotiate the Definitive
Agreements with the City. Proposer shall have the option to extend the Exclusivity Period for an
additional sixty (60) days if it provides written notice of its exercise of such option to the City
before the last day of the Exclusivity Period and pays to the City a non-refundable extension fee
of $5,000.00.
Page 1 LET7ER OF INTENT
DocuSign Envelope ID: E6240CEC-F1A7-4A9B-853D-99FE547962A0
CITY OF
%J4TERLO 0
IOWA
Community of Opportunity
Waste Management Services Dept.
3505 Easton Ave. Waterloo, IA 50702
Phone: (319) 291-4553
CITYOFWATERLOOIOWA.COM
2. Insurance. If Proposer intends to conduct any further inspections, testing or other
activities at any project site, it shall first provide to the City proof of insurance meeting
requirements of the RFQ/RFP.
3. Indemnification. Proposer agrees that the indemnification requirements set forth
in Section V.6 of the RFQ/RFP shall be in force during the Exclusivity Period.
4. No activities. Until the execution and delivery of the Definitive Agreements,
Proposer is not permitted to undertake any activities that alter or modify any real estate, buildings,
fixtures, equipment or other property of the City at or relating to any project site, without the prior
written consent of the City's Public Works Director or Waste Management Services Operations
Director.
5. Terms and Conditions.
a. The terms, conditions and provisions to be contained in the Definitive
Agreements and any related documents or instruments shall substantially
conform to the RFQ/RFP and Submittal inclusive of and subject to Proposer's
Exceptions and Clarifications stated therein.
6. Confidentiality. The parties shall keep in strict confidence all Definitive
Agreement negotiations and any proprietary information shared during the Exclusivity Period.
The parties may also choose to enter into a separate non -disclosure agreement.
7. Governing Law. This LOI shall be governed by the substantive laws of the State
of Iowa.
8. Counterparts. This LOI may be executed in any number of counterparts, each of
which shall be an original, and all of which, when taken together, shall constitute one document.
This LOI shall be binding upon and inure to the benefit of the parties, and it shall become
effective upon the date of execution and delivery by both parties. Each party represents that the
person signing this LOI on its behalf has been duly authorized to do so.
[signatures on next page]
Page 2 LETTER OF INTENT
DocuSign Envelope ID: E6240CEC-F1A7-4A9B-853D-99FE547962A0
CITY OF
Vt,y4TERLOO
IOWA.
Community of Opportunity
Waste Management Services Dept.
3505 Easton Ave. Waterloo, IA 50702
Phone: (319) 291-4553
CITYOFWATERLOOIOWA.COM
CITY OF WATERLOO, IOWA TRILLIUM TRANSPORTATION FUELS,
LLC
By: Qum -an 9crE
DocuSigned by:
SIGNED
By: --
Quentin Hart, Mayor Ryan Erickson V'itt'lls tient
Date: 8/21/2023
Date: August 10, 2023
Page 3 LETTER OF INTENT