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EXHIBIT 3 <br />THIS AMENDED AND RESTATED MAINTENANCE <br />AGREEMENT FOR CNG STATION WITH OPAL FUELS STATION SERVICES <br />THIS AMENDED AND RESTATED MAINTENANCE AGREEMENT <br />("Agreement") is entered into this 20"' day of December 2022, by and between OPAL Fuels Station <br />Services LLC (Formerly TruStar Energy, LLC) ("Contractor"), and the City of Santa Ana, a charter city <br />and municipal corporation duly organized and existing under the Constitution and laws of the State of <br />California ("City"). <br />RECITALS <br />A. The City desires to retain a contractor having special skill and knowledge to design, build and <br />maintain a new CNG station to be located at 21.5 South Center St, Santa Ana, CA 92703 <br />("Project"). <br />B. For this purpose, the City issued Request for Proposal No. 20-095, by which the City invited <br />proposals for the Project. Following evaluation by the City of all the proposals that were submitted, <br />Contractor was selected to complete the Project. <br />C. On March 2, 2021, the City entered into a Contractor Agreement (Maintenance) with TruStar <br />Energy, LLC to provide operation and maintenance services for a turnkey CNG station (the <br />"Original Maintenance Agreement"). <br />D. On August 17, 2021, the City entered into Agreement #A-2021-147 ("Original Design -Build <br />Agreement") with TruStar Energy, LLC to provide Design, Engineering, Equipment, Construction <br />and Commissioning for a turnkey CNG Station. <br />E. In 2022, TruStar Energy, LLC changed its name to OPAL Fuels Station Services LLC <br />F. Pursuant to the Original Desigti-Build Agreement, the Project was to be designed and constructed <br />in a two-phase approach given that the City had only secured funding for design (Phase 1), but had <br />not secured funding for construction (Phase 2), which includes the equipment procurement, <br />installation of said equipment and construction of the project. <br />G. The term of the Original Maintenance Agreement was to commence upon completion of activities <br />under the Original Design -Build Agreement. <br />H. The City has secured full funding for the both phases of the Project, which will allow greater <br />flexibility in design by including a public serving station (industry standard), better meet the <br />needs of the City's fleet, and reduce long-term fuel costs to the City. <br />Accordingly, City and Contractor have concluded an Amended and Restated Design -Build <br />Agreement for CNG Station, of even date herewith (the "Amended and Restated Design -Build <br />Agreement") <br />Page 1 of 10 <br />