AIR PRODUCTS AND CHEMICALS, INC. 1-2011

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IVfAY 1 1 201, N-2011-057 ? S (O? OO ? p?.C????bar? HYDROGEN SUPPLY AGREEMENT (MF) This Hydrogen Supply Agreement (MF) (the "Agreement")? is made and entered as of the 1s? day of January, 2011 (the "Effective Date"), by and between Air Products and Chemicals, Inc., a Delaware corporation headquartered at 7201 Hamilton Boulevard, Allentown, Pennsylvania 1 81 95-1 501 ("Air Products"), and City of Santa Ana, a Municipal Corporation with its offices located at California ("Buyer"). 1 . Sale and Purchase (a) Hydrogen Requirements for Designated Locations. Air Products shall sell to Buyer and Buyer shall purchase from Air Products during the Term as defined below, Buyer's entire present and future purchase requirements for hydrogen (as more fully defined in Attachment 1 hereto, "Hydrogen") for Buyers hydrogen fueling activities carried out at the location set forth in such Attachment 1 (the "Designated Location). If Buyer's activities at a Designated Location are expanded or relocated to a new location, Air Products may, at its option, extend the applicability of this Agreement to such expanded activity or new location. (b) Fue/ing Limitations. [Not applicable.]. (c) No Purchases from Others, Etc. Buyer may not obtain Hydrogen by any other method, whether manufactured on-site or delivered, or purchase Hydrogen from others for use at the Designated Location in substitution for the Hydrogen Buyer is obligated to purchase from Air Products hereunder. (d) No Other Purchase Ob/igations_ Buyer represents and warrants that as of the date of first delivery of Hydrogen, Buyer will not be obligated under the terms of any other contract to purchase Hydrogen for the Designated Location from any third party. If the foregoing representation and warranty proves to be false, Buyer shall indemnify, defend and hold harmless Air Products from and against all costs, damages, liabilities, losses, costs and expenses (including reasonable legal fees) Air Products may incur in connection with any claim asserted by a third party as a result thereof. 2. Term and Termination (a) Term of Agreement. The term of this Agreement shall commence on the Effective Date and continue until March 31 , 2012 (the "Term"). 3. Delivery; Mobile Fueler Matters (a) Delivery Method. Air Products will deliver Hydrogen to the Buyer by means of a mobile fueler owned by Air Products and installed at the Designated Location while in use (the "Mobile Fueler"). Air Products, at its option, will either (i) remove the Mobile Fueler for re-filling with Hydrogen and return it to the Designated Location or (ii) deliver a Mobile F`ue(er to the Designated. Location in replacement for the Mobile Fueler already at the Designated Location. Only Air Products shall move or refill the Mobile Fueler at any time. (b) Maintenance of Mobi/e Fue/e? Air Products will maintain and repair the Mobile Fueler in accordance with its standard:_practices except for damage to the Mobile Fueler caused by Buyer or third parties, which will be paid for by Buyer. All work to repair damage to the Mobile Fueler caused by Buyer or third parties, will be undertaken by Air Products but paid for by Buyer at Air Products' standard service rates prevailing at the time such services are rendered. (c) Remote Monitoring. Air Products will remotely access the Mobile Fueler to, among other things, monitor the inventory of Hydrogen therein and undertake certain maintenance functions and will schedule replenishment of Hydrogen to avoid exhaustion of inventory: