Item 16 - Amend Agreements for Renewable Natural Gas Fueling Station

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