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OPAL FUELS STATION SERVICES, LLC (FROMERLY TRUSTAR ENERGY, LLC)
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OPAL FUELS STATION SERVICES, LLC (FROMERLY TRUSTAR ENERGY, LLC)
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Last modified
8/19/2024 10:29:43 AM
Creation date
2/1/2023 1:41:05 PM
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Contracts
Company Name
OPAL FUELS STATION SERVICES, LLC (FROMERLY TRUSTAR ENERGY, LLC)
Contract #
A-2022-243
Agency
Public Works
Council Approval Date
12/20/2022
Insurance Exp Date
1/1/2024
Notes
For Insurance Please See Notice of Compliance
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EXHIBIT 2 <br />OPAL <br />Master RNG Dispensing Agreement December 20, 2022 <br />Set forth below are the terms and conditions of this master agreement (the "Master Agreement") pursuant to <br />which City of Santa Ana ("Dispenser") appoints OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC, <br />("Supplier") as supplier of renewable natural gas ('RNG') at the Stations (as defined below). Dispenser and <br />Supplier are each sometimes referred to herein as a Party or, together, as Parties to this Master <br />Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the <br />glossary of terms attached hereto as Appendix A. <br />1. Dispensing Program. During the Term, Supplier will supply RNG to compressed natural gas ("CNG") <br />stations owned by, or controlled by, or under contract with Dispenser listed in the applicable transaction <br />confirmation (substantially in the form attached hereto as Appendix B, each a "Transaction <br />Confirmation"), as may be amended from time -to -time as provided below (collectively, the "Stations") <br />and Dispenser will accept such RNG for dispensing at the Stations, in accordance with the terms and <br />conditions of this Master Agreement and the applicable Transaction Confirmation(s). <br />In exchange for Dispenser's ascription of the Environmental Attributes to the dispensing of RNG and <br />provision of related documentation to Supplier as set forth in this Master Agreement and the applicable <br />Transaction Confirmations, Supplier will pay Dispenser the Dispenser Share, as defined in the applicable <br />Transaction Confirmation. <br />2. Term of Master Agreement <br />Start Date: January 1, 2023 <br />End Date: later of (i) the expiration date of any open Transaction Confirmation issued in accordance with <br />this Master Agreement, or (ii) September 30, 2032. <br />Renewals: There will be automatic renewals of this Master Agreement of one year unless either party <br />terminates by providing written notice to the other party at least 180 days prior to the end of the <br />expiration of the Term. <br />3. Exclusivity. Dispenser hereby grants Supplier the exclusive rights to the to the Environmental <br />Attributes associated with all Vehicle Fuel dispensed as Biogas by Dispenser at the Stations during the <br />Term of this Master Agreement and the associated Transaction Confirmations. <br />4. Qualified Facility Requirements and Registrations. In order to be included in the Dispensing <br />Program, the Stations must be Qualified Facilities and have completed Registrations. Dispenser and <br />Supplier agree to cooperate to (i) to ensure that the Stations are Qualified Facilities and are compliant <br />with all applicable legal or regulatory requirements, and (ii) obtain and maintain the required <br />Registrations, eligible pathway approvals and certifications for the Stations. <br />5. General Obligations. During the Term of this Master Agreement, Supplier shall, at Supplier's cost <br />and expense, generate and monetize any and all regulatory or voluntary credits, including RINs and <br />LCFS Credits, from Environmental Attributes, howsoever entitled, associated with all Vehicle Fuel <br />dispensed as Biogas by Dispenser at the Stations. Except as relates to the Dispenser Share, Supplier <br />will be entitled to retain the value of such Environmental Attributes, provided, however, that <br />Dispenser shall continue to receive any federal or state alternative fuel tax credits associated with the <br />use of CNG as Vehicle Fuel. <br />Dispenser hereby disclaims any interest in, and represents and warrants that it has not and will not grant <br />any interest in, any Environmental Attributes that are or may be attributed to Vehicle Fuel dispensed as <br />Biogas by Dispenser at any Station during the Term of this Master Agreement. <br />6. Environmental Attributes. In accordance with the federal Renewable Fuel Standard Program <br />("RFS"), for each Transaction Confirmation under this Master Agreement, Supplier will ascribe <br />OPAL Fuels Station Services LLC, f/k/a PoStar Energy LLC - One North Lexington Avenue, White Plains, NY 10601 • v^vW 000lfuels corn <br />
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