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HomeMy WebLinkAboutOPAL FUELS STATION SERVICES, LLC (FROMERLY TRUSTAR ENERGY, LLC)INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES � - 2 - 2,023 CLERK OF COUNCIL —'— DATE: FCD 0 12023 A-2022-243 THIS AMENDED AND RESTATED DESIGN -BUILD AGREEMENT FOR CNG STATION WITH OPAL FUELS STATION SERVICES =i�l2lla THIS AMENDED AND RESTATED DESIGN -BUILD AGREEMENT lF) ("Agreement") is entered into this 20`h day of December 2022 (the "Effective Date"), by and between OPAL Fuels Station Services LLC (Formerly TruStar Energy, LLC) ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a contractor having special skill and knowledge to design, build and maintain a new CNG station to be located at 215 South Center St, Santa Ana, CA 92703 (' Project' . B. For this propose, the City issued Request for Proposal No. 20-095, by which the City invited proposals for the Project. Following evaluation by the City of all the proposals that were submitted, Contractor was selected to complete the Project. C. On August 17, 2021, the City entered into Agreement #A-2021-147 ("Original Agreement") with TruStar Energy, LLC to provide Design, Engineering, Equipment, Construction and Commissioning for a turnkey CNG Station. D. In 2022, TruStar Energy, LLC changed its name to OPAL Fuels Station Services LLC. E. Pursuant to the Original Agreement, the Project was to be designed and constructed in a two- phase approach given that the City had only secured funding for design (Phase 1), but had not secured funding for construction (Phase 2), which includes the equipment procurement, installation of said equipment and construction of the project. F. The City has secured full funding for the both phases of the Project, which will allow greater flexibility in design by including a public serving station (industry standard), better meet the needs of the City's fleet, and reduce long-term fuel costs to the City. G. In accordance with the terms and conditions of the Agreement, the parties desire to amend the compensation and scope of work of the Original Agreement, and amend and restate the Original Agreement as provided herein. NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: NOW THEREFORE, in consideration of the mutual and respective promises, and subject to theterms and conditions hereinafter set forth, the parties agree as follows: 1 SCOPE OF SERVICES Contractor shall perform design and construction services as set forth in Section 3, Design -Build Documents, which incorporates the scope of work attached hereto as Exhibit A and incorporated herein by reference. Contractor shall exercise reasonable skill and judgment in the procurement and provision of the Work, as defined herein, consistent with the applicable industry practices and the terms and conditions of the Design Build Documents. 2. COMPENSATION City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended under this Agreement shall not exceed $4,972,150.98 during the term of this Agreement, including any extension periods exercised tinder Section 3 (the "Contract Price"). After the City issues the Notice to Proceed for the Work, the City shall render a down payment of $994,430.20 ("Down Payment") from the Contract Price so that Contractor may order equipment and commence the Work specified in the Design -Build Documents. All invoices for work performed under this Agreement shall be submitted in a format approved by the City. Invoices shall include the following information at a minimum: (i) Contractor's invoice number, (ii) beginning and ending dates for services, (iii) City project number and/or name (if applicable), (iv) work site address/location (if applicable), and (v) tasksor deliverables completed and % of total services completed. Within fifteen (15) business days of receipt, City shall notify Contractor in writing if City has any objection to any invoice. City shall be deemed to have approved all invoices for which it has not made a timely written objection. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 3. DESIGN -BUILD DOCUMENTS The complete Agreement consists of the "Design -Build Documents" as defined by the Standard Specifications for Public Works Construction (the "Greenbook"), Exhibit A, all design documents hereafter prepared by Contractor and approved by City in accordance with this Agreement, other documents listed in this Agreement, Request for Proposals ("RFP") No. 20-095, Contractor's Proposal No. Q-00390 to City's REP dated July 7, 2022, and any modifications, including without limitation Change Orders, issued after execution of this Agreement. All such documents are incorporated herein by reference and made a part of this Agreement. This Agreement is intended to be an integral whole and shall be interpreted as internally consistent and in accordance with section 2-5.2 of the "Greenbook". Work required by any page, part, or portion of the Agreement shall be deemed to be required work as if called for in the whole Agreement, and no claim for extra work shall be based upon the fact that the description of the work in question is incomplete. "Work" shall mean the design, construction, and related services required to fulfill Contractor's obligations under the Design -Build Documents, whether completed or partially completed, and includes all labor, materials, equipment, and services to be provided by Contractor. This Agreement may not be modified except by written instrument signed by the City andby an authorized representative of Contractor. The parties agree that any terms or conditions of any other instrument that are inconsistent with, or in addition to, the terns and conditions hereof,shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. Nothing contained in this Agreement shall create, nor be interpreted to create, privity or anyother relationship whatsoever between City and any person except Contractor. 4. CHANGES IN THE WORK a. City's Right to Order Changes. Changes in the Work under this Agreement, consisting of additions, deletions, revisions, or any combination thereof, may be ordered unilaterally by City without invalidating the Agreement. Such changes shall be communicated by Change Order or supplemental agreement, as applicable. Contractor shall proceed diligently with any changes, and same shall be accomplished in strict accordance with thefollowing terms and conditions as set forth herein. "Change Order" means a written instrument signed by City requesting a change in the Work. b. Changes and Extensions of Time. All Change Orders, changes requested by Contractor, or extensions of time occurring during constriction of the Project related to actual construction work shall be accomplished within the term and schedule set forth in section 5 unless not reasonably practicable. All changes to the scope of design services or extensions of the agreed -upon design schedule during the design process shall be made by mutual agreement of City and Contractor, and claims for an increase in design compensation due to a change in the scope of design construction work or for an extension of time to the design schedule shall be made in writing within seven (7) calendar days after occurrence of the event that gives rise to the claim. All requests for additional compensation due to a change in the scope of design services, and all requests for an extension of time to the design schedule, shall include sufficient backup documentation for City to reasonably understand the request and the amount of time or compensation requested and to determine the merits of the request. c. Adjustments to Price or Time. Upon the occurrence of a Change Order for constriction work that increases the cost of the construction work, the price will thereafter include such cost of the construction work and services attributable to such change to the extent allowed by Paragraph (b) above. The failure of Contractor to provide notice in writing toCity in accordance with Paragraph (b) of any request for an increase in price or for an extension of time shall constitute a waiver by Contractor of any entitlement thereto. d.Continuing Duty to Perform Construction Work and Make Payment. In the event the parties are unable to agree on the terns of a change order or supplemental agreement, then Contractor shall continue to diligently perform the design services and the construction work, including any change directed by City by change order or supplemental agreement, and shall keep thorough records of the cost of performance ofnich change order or supplemental agreement. e. Fiduciary Relationship. Contractor recognizes and accepts a fiduciary relationship of trust and confidence hereby established between Contractor and City and agrees that it shall at all times in good faith use its best efforts to advance City's interests and agrees to perform the design services and the construction work in professional manner. 5. TERM AND SCHEDULE OF WORK This Agreement shall commence on the Effective Date and shall terminate upon the City's acceptance of the Project via a "Notice of Completion" unless terminated earlier in accordance with Section 16 of the Agreement. The City shall issue a Notice to Proceed to Contractor once the following requirements are met: (1) Full execution of this Agreement; (2) the City has rendered the Down Payment to Contractor; and (3) Contractor has provided satisfactory proof to the City of insurance and bonds as required by this Agreement. The Notice to Proceed issued by the City shall specify the date the Contractor is to commence the work specified in Exhibit A ("Date of Commencement"). The Contractor shall achieve substantial completion of the Work, as determined by the City, not later than 365 days from the Date of Commencement. Time is of the essence with respect to all time limits for performance of the Work set forth in the Design -Build Documents. The term of this Agreement may be extended upon a writing executed by the City Manager and City Attorney. Upon completion of all work under this Agreement, ownership and title to all reports, documents, tracings, plans, specifications, estimates and maps prepared or obtained under the terms of this Agreement shall be delivered to, and become the property of City. Basic survey notes and sketches, charts, computations, and other data prepared or obtained pursuant to this Agreement shall be made available upon request of the City without restriction or limitation on their use. Contractor shall furnish the City all necessary copies of data needed to complete the review and approval process. 6. GENERAL. REQUIREMENTS OF THE WORT{ Contractor shall perform the Work in compliance with applicable laws, statutes, ordinances, codes, rules, and regulations. If Contractor performs Work contrary to applicable laws, statutes, ordinances, codes, rules, or regulations; Contractor shall assume responsibility for such Work and shall bear the costs attributable to correction. Contractor shall be responsible to City for acts and omissions of Contractor's employees, consultants, subcontractors, or others employed or retained by Contractor in connection with the Project or Work. Contractor shall provide City access to the Work in preparation and progress wherever located. 7. PROTECTION OF PERSONS AND PROPERTY Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Work Contractor shall be responsible for the safety of, and reasonable protection to prevent damage, injury, or loss to (i) employees performing the Work and other persons who may be affected thereby, (ii) the Work and materials and equipment to be incorporated therein, and (iii) other property at the Work site or adjacent thereto, including without limitation hadscaping, landscaping, structures and utilities not designated for removal, relocation, or replacement in the course of construction. 8. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq.,and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the Work is being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply withthe Prevailing Wage Laws 9. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, orto allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 10. INSURANCE Coverage shall be at least as broad as: Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 7 (scheduled), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Contractor's profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. Waiver of Subrogation Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be 6 satisfied by either the named insured or Entity. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the Entity. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 11. BOND Contractor shall, after award of this Contract, furnish two bonds to be approved by the City, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithftil performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the City. Contractor shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 12. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise, to the proportionate extent, from the negligent acts or omissions of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relate to the Work and services described in section 1 of thisAgreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, ,judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising fiom this Agreement, provided, however, that in no event shall Contractor be obligated to indemnify City for any claims to the proportionate extent caused by the active negligence or willful misconduct of City, its officers, agents, employees, consultants, special counsel, and representatives. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 13. CONFIDENTIALITY If one party ("Recipient") receives from the other party ("Discloser") information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Recipient agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, provided however that Recipient may disclose such information to those of its (and, where applicable, its affiliates') directors, officers, employees, accountants, attorneys, financial advisors, and financing parties (collectively, "Representatives") who have a need to know such information or as required by federal and state public disclosure laws. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the City or Contractor disclosed in a publicly available source; (c) is in rightful possession of the City or Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. City acknowledges and agrees that some or all of the Confidential Information may be material and/or price sensitive information relating to the securities of Contractor's parent company OPAL Fuels Inc. Accordingly, provisions of applicable securities laws may restrict or prohibit transacting in securities of OPAL Fuels Inc. while City and its Representatives are in possession of the Confidential Information. City agrees that it will (and will inform its Representatives of its obligations to) comply at all times with applicable securities laws and stock exchange regulations, particularly those relating to insider trading and market abuse. 14. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests; director indirect, which would conflict. in any manner with performance of services specified under this Agreement. 15. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person ormailed by fist class or certified mail, postage prepaid, or sent by fax communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702- 1988 Fax 714-647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-5635 9 and City Attorney for the City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6515 To Contractor: OPAL Fuels Station Services LLC Attn: Scott Edelbach Executive Vice President10225 Philadelphia Ct, Rancho Cucamonga Rancho Cucamonga, CA 91730 With a copy to: OPAL Fuels Station Services LLC Attn: General Counsel One North Lexington. Avenue, Suite 1450 White Plains, New York 10601 Email: noticeofficer@opalfiiels.com A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by thetransmitting fax machine, addressed as set forth above. For purposes of calculating these time fiames, weekends, federal, state, County or City holidays shall be excluded. 16. ASSIGNMENT Inasmuch as this, Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services that are the subject to thisAgreement performed by City personnel or by other consultants retained by City. Notwithstanding the foregoing, Contractor may collaterally assign this Agreement to any entity providing debt or equity financing in conjunction with such financing. 10 17. TERMINATION Either party may terminate this Agreement for convenience and without cause upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination,subject to the following conditions: a. Asa condition of such payment, the Executive Director may require Contractor to deliver tothe City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. DEFAULT 18.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Design -Build Documents, or is in breach of any provision of the Design -Build Documents, City may give written notice of default to Contractor in the manner specified in this Agreement, with a copy to Contractor's performance bond surety. 18.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Design -Build Documents within ten (10) business days after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor wilt commence to cure the breach within ten (10) Days (or such longer time as City and Contractor may reasonably agree) and will diligently and continuously prosecute such cure to completion within a reasonable time by the parties. 18.3 Remedies Upon Default. If Contractor fails to cure any default of this Agreement within the time period set forth in this Section, then City may pursue any remedies available under law or equity, including, without limitation, the following: 18.3.1 City may, without terminating the Agreement, engage others to perform the Work or portion thereof that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor related to such portion of Work, reserving to itself all rights to losses related thereto. 18.3.2 Terminate the Design -Build Contract for Default. City shall have the right to terminate this Agreement, in whole or in part, upon the faihrre of Contractor to promptly cure any default as required by this Section. City's election to terminate the Agreement for 11 default shall be communicated by giving Contractor a written notice of termination in the manner specified in this Agreement. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. Upon completion of the Work by the City, Contractor shall be entitled to payment for the Work performed and unpaid as of the date of termination. 18.3.3 Invoke the Performance Bond. City may, with or without terminating the Agreement and reserving to itself all rights to losses related thereto, exercise its rights under the Performance Bond. 18.4 Additional Provisions. All rights and remedies wider this Agreement are cumulative, and shall be in addition to those rights and remedies available in law or in equity, except as expressly set forth herein. 18.5 WAIVER OF CONSEQUENTIAL DAMAGES. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, REVENUE, AND BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, PRODUCT LIABILITY, FUNDAMENTAL BREACH, OR OTHERWISE ARISING FROM OR RELATED TO THIS AGREEMENT REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, THIS SECTION SHALL NOT LIMIT CONTRACTOR'S OBLIGATION TO INDEMNIFY CITY AS PROVIDED IN SECTION 12. 18.6 LIMITATION OF LIABILITY. CITY HEREBY EXPRESSLY AGREES THAT IN NO EVENT SHALL CONTRACTOR'S CUMULATIVE LIABILITY TO CITY ARISING FROM THE WORK (WHETHER SUCH LIABILITY ARISES OUT OF BREACH OF CONTRACT, GUARANTEE OR WARRANTY, NEGLIGENCE, PRODUCT LIABILITY, INDEMNITY, OR ANY OTHER LEGAL THEORY) EXCEED AN AMOUNT EQUAL TO THE CONTRACT PRICE. THIS LIMITATION OF LIABILITY IS INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THIS LIMITATION OF LIABILITY IS OF THE ESSENCE OF THIS AGREEMENT, AND CITY HAS BEEN INFORMED, UNDERSTANDS, AND AGREES THAT THIS LIMITATION OF LIABILITY IS A MATERIAL CONDITION TO CONTRACTOR'S PRICING FOR, AND AGREEMENT TO ASSUME, ITS OBLIGATIONS UNDER THIS AGREEMENT 19. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibitedby applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employerand shall comply with all applicable federal, state and local laws and regulations. 12 20. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreementshall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement. 21. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals,waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 22. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement,and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held bythe signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forthin the body of this Agreement. c. If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term of this Agreement shall be valid and be enforced to the fullest extent permitted by law. d. No action or failure to act by City or Contractor shall constitute a waiver of a right or duty afforded them under this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing. [Signatures on the following page] 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: JOSE MONTOYA Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA P.E. Executive Director of Public Works Agency CITY OF SANTA ANA KKISTINE RIDGE City Manager CONTRACTOR By: SCOTT EDELBACH Title: Executive Vice President 14 EXHIBIT A OPAL FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022 CNG Time Fill/Fast Fill Fueling Station Proposal Created Exclusively for City of Santa Ana 07/07/2022 Opal Fuek- 10225 Philadelphia Court, Rancho Cucamonga, 91730 1 909-793-3700 1 (fax) 909-793-8056 1 w .opalfuee corn OPAL FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022 L7enerai Mation Layout for city of Santa Ana t � 1� f �� Y � r�•�• ,g. Tt Mlk I Opal Fuels- 10225 Philadelphia Caul. Rancho Cucamonga, 91730 1909-793-3700 1 (fox) 909-7938056 1 �.opolfuek.com FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 Opal Fuels is pleased to offer the following proposal for a time fill/fast fill station at the following location: City of Santa Ana 215 South Center Street Santa Ana, CA 92703 This 100%turnkey proposal addresses the following requirements: - Design, Planning, Permitting, Equipment, Construction, Start Up and Training This proposal includes (2) 200 HP Compressors, 60,290 scf (476 GGE) High Pressure Storage, Defuel Hose, 40 time -fill hoses (10 wall mounted, 30 Caisson Mounted) and 1 Dual Hose Fast - Fill Island with Card Reader. Use the table below to determine the production capability of this proposal COMPRESSOR PERFORMANCE CAPACITY [1 DGE = 135 cubic feet / 1 GGE = 123.57 cubic feet] Per Min. Per Min. Per Hr. Per Hr. Per 6 Hr. Per 6 Hr. Per 12 Hr. Per 12 Hr. Compressor Production Production Production Production Production Production Production Production GGE DGE GGE DGE GGE DGE GGE DGE 1 3.59 3.29 215.40 197.40 1292.40 1184.40 2584.80 2368.80 2 7.18 6.58 430.80 394.80 2584.80 2368.80 5169.60 4737.60 The Time -Fill Station as quoted has the following dispensing capabilities. Equipment: Time fill 40 vehicles with 35 GGE in: 3.25 hours with 2 compressors Time fill 40 vehicles with 35 GGE in: 6.50 hours with 1 compressors The Fast -Fill Station as quoted has the following dispensing capabilities. Equipment: • City of Dispenser Cabinets: 1 • Qty of Standard Flow Hoses: 1 • Qty of Commercial High -Flow Hoses: 1 The compression scenario is based off an inlet pressure of 30 PSIG with adequate flow. Lower pressures will affect the production by lowering the per minute/hour production. Opal Fuels- 10225 Philadelphia Court, Rancho Cucamonga. 91730 1 909-793-3700 1 (fox) 909-793-8056 I �.opolfuels.com OPAL FUELS Performance Characteristics of Quoted Dispensers with Storage 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 Hose Type Flow Rating Hose Hose GPM GPM per 15 GPM per GPM per 4 Min Hour Hours Standard Flow Hoses Max. 14 GPM Avg. Fill 5 GPM 1 5 75 300 1200 per hose Commercial High Flow Max. 25 GPM Avg. Fill 9 GPM Hoses per hose 1 9 135 540 2160 Total 2 14 210 840 3360 Opal Fuels looks forward to earning your valued business. Steve Breeze Opol Fuels Sales Representative Opal Fuels- 10225 Philadelphia Court. Rancho Cucamonga, 917M 1 909-793-3700 1 Ifox) 709-793-8056 1 v dpolfuels.com O OPAL V FUELS TIME FILL/FAST FILL STATION EQUIPMENT OVERVIEW 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 DESIGN AND ENGINEERING (to be performed by Opal Fuels) Opal Fuels will initially meet to understand the requirements of your proposed station. At Opal Fuels's discretion Opal Fuels will provide exhibit drawings. The design will be based off the conceptual layout for the location. Upon signed agreement and 20% down payment, a final design will include PE -stamped CAD drawings for each phase of the project, including but not limited to: electrical, mechanical and civil for permitting purposes. Opal Fuels will acquire all permits necessary for complete build in all phases of construction. Design and construction will consider industry standards and all executable local, State, and/or Federal building codes as interpreted by the Fire Marshall and/or building inspector with regional jurisdiction. PROJECT MANAGEMENT A dedicated project manager is assigned to each project for the duration of the project. The assigned project manager is involved with the project from the design phase throughout the construction and startup. The project manager will be 100% responsible for all of the daily activity at the job site and will report construction progress to the customer's designated contact on a weekly basis. This project manager is responsible to ensure that all Opal Fuels employees and subcontractors follow Opal Fuels and Customer safety and site policies. The project management fee includes site equipment mobilization, Opal Fuels employee travel & lodging and project management. START UP LABOR Includes certified equipment technician on site for four days, on site operations and maintenance training and one site follow-up visit by technician in first six months after start up. UTILITY EXTENSIONS REQUIRED BY CUSTOMER • A single High Speed Broadband Internet (RJ45) connection for CP-400 Communication (3MB minimum - 7MB optimal) package is required at the compressor staging area. • A second phone line is required for customers using a gas broker for a telemetric meter. • A third High Speed Broadband Internet (RJ45) connection (3MB minimum - 7MB optimal) is required for customers using a credit card reader for public fuel dispensing or private fleet information collection. Electrical Service • A 800 amp electrical service is required at the compressor staging area from your Electric Utility provider - 277/480, 3 phase 4-wire service. Natural Gas Service • 30 psi pressure capable of delivering 53280 cubic feet of natural gas per hour, with the gas meter located at the compressor staging area. Note: (lower pressures can be acceptable for the production of CNG at the designated site location. Lower pressures will drop the hourly production rate of CNG). The customer is responsible to provide all electrical, phone and gas service as required within 25 feet of the compressor compound and responsible for all associated costs. Opal Fuels will work with your local utilities to validate existing service and determine what necessary upgrades are required to satisfy utilities requirements. Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga. 91730 1 909-793-3700 1 ffax) 909-793-8056 1 �.opalfue6.com OPAL FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 Assumptions: Opal Fuels takes no responsibility for the unforeseen. Opal Fuels assumes that the soil is not contaminated and is suitable for backfill, Opal Fuels- 10225 Philadelphia Court, Rancho Cucamonga, 91730 1 909-793-3700 1 (fax) 909-793-9056 1 wwv+.opalfuels.com OPAL FUELS EQUIPMENT OVERVIEW 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 Please find a full station order summary [including quantities] at the end of this proposal. 2 Ariel - ANGI 300 JGQ 200 hp - 25psi - 444 scfm Compressor: Lubricated, Reciprocating, Balanced, Opposed Number of Stages: 4 Manufacturer: ANGI COMPRESSOR ENCLOSURE The ANGI 300 compressor comes standard with a power -coated sheet metal enclosure with access doors and removable panels. The maximum emitted noise from the skid is 78 dBa @ 10' (typical for enclosed skids). Unless specified by the customer, the enclosure comes painted in white with a gray skid. Included options include one enclosure light and an IR gas detector. CONSTRUCTION Piping 2" diameter and smaller is of socket weld construction. Piping construction methods shall conform to ANSI B31.3 3. Flanged piping joints shall use spiral -wound, metallic gaskets. Tubing shall be of seamless ASTM-316 type of adequate pressure rating. Tube fittings 1/2" or smaller shall be Hoke brand or Swagelok brand. Tube fittings 1/2" or larger shall be Parker "Seal-lok" fittings with face seal 0-rings. All carbon steel surfaces shall be adequately prepped and painted using industrial epoxy paint. All components shall be suitably braced. INLET SYSTEM Inlet connection: Varies based on site conditions. 2. Inlet Valve: Solenoid valve. 3. Inlet Filter: Particulate filter with serviceable, removable filter made of stainless steel mesh construction. 4. Inlet Flex Hose to be provided, manual isolation valve to be provided, with construction start up strainer to be provided. CAPTIVE RECOVERY SYSTEM Complete skid -mounted captive recovery system for filter blow -down and unloaded starts and stops. The system includes a 100-gallon, vertical ASME tank rated for 600 psig. The recirculation system includes a high -flow recirculation regulator, system relief valve and receiver tank drain. SKID CONSTRUCTION The NG300 Single Unit Skid measures 12' L x 7'-6" W x 8'-5" H, and weighs 15,000 Ibs and built to Ariel Compressor Packaging Standards. The open skid is made of welded, structural beams. The main beams are full -depth steel channel or tubes. Rigid mounting surfaces are provided for the compressor and driver. The skid is designed with an overhead support frame and hold-down bolt holes are provided at four (4) external and two (2) internal locations. FILTRATION Serviceable filtration is provided on the inlet of the compressor, on all inter -stage circuits and prior to discharge. The inlet particulate filter comes with a serviceable element made of stainless steel mesh construction. Coarse coalescing filters with stainless steel oil knock -out elements are provided on all inter -stage circuits. Pre -coalescing and fine - coalescing final filters are provided on the discharge circuit for oil elimination. Control Specifications Control System ANGI CCS Compressor Control System PLC Make / Model Panel, Control, Compressor, Horner Electric RX371 1/0 Opal Fuels- 10225 Philadelphia Court, Rancho Cucamonga, 91730 1 909-793-3700 1 Ifox) 909-793-8056 1 �.opolfuels.com COPAL FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 1/0 Arrangement (Max 1/0 Indicated) 32 DI / 16 DO / 20 Al / 4 AO Mounting Location of Controller On -skid, UL NINNY, mounted in NEMA 3R Enclosure Electrical Classification of Control Panel Class I Div II Per NFPA 86 Operator Interface Panel mounted graphical display, pilot lamps and key switches Available Network Connections CsCAN, Ethernet, Modbus*, DeviceNet INSTRUMENTATION STANDARD INSTRUMENTATION: Analog: Inlet Pressure Transducer, Interstage Pressure Transducer, Discharge Pressure Transducer, Interstage Discharge Pressure RTD, Compressor Oil Pressure Transducer. OPTIONAL ANALOG INSTRUMENTATION INCLUDED: Enclosure Gas Level (%LEL). DIGITAL INSTRUMENTATION: ESD Active Dry Contact, Hi Gas Level ELECTRIC MOTOR Manufacturer: WEG Baldor or Equal / Operating Speed —1785 rpm /NEMA, TEFC, Class 1 DIV 2 / 3-phase—460/60 Hz Opal Fuels -10225 Philadelphia Coud. Rancho Cucamonga, 91730 1 909-793-3700 1 (fox) 909-793-8056 1 w ,opalfuelvcom OPAL FUELS COMPRESSOR AREA EQUIPMENT 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022 Manual Transfer Switch - 800 amp (400 total hp max) - Qty 1 - Included BACKUP GENERATOR PROVISIONS - 800 Amp / 400 hp Total hp Capacity: Compressor control system includes a backup generator hook up provision capable of running either compressor A or compressor B in the event of power loss. Design includes a manual transfer switch to change power from primary power source to back up power. The system requires a backup power generator (not included) sized to produce: [350 KVA per 200 hp compressor] or [700 KVA per two 200 hp compressors] or [700 KVA per one 400 hp compressor.] (3) 37' Tubes - 60,290 scf - 476 GGE - Qty 1 - Included Each tube is 37120" OD x 1.303" MW. Nominal water volume for three tubes is 168.9 cu.ft. Nominal CNG capacity for three tubes is 60,290 scf @ 5,500 psi. Total fuel capacity for three tubes is 476 GGE. Tubes comply with NFPA 52.4.4.5 (ASME Compliance). Includes 1" ball valves, NPT fittings, I-beam construction and vent stack. Compressor Pad(s) - Qty 2 - Included Excavation, conduit, backfill and compaction, concrete pad, bollard protection Pad for Storage Tanks - Qty 1 - Included Concrete Pad for Storage Tanks Housekeeping Pad - concrete - Qty 1 - Included The finished area around the compressor pads will be finished with 4 inches of concrete. Opal Fuels job site container (Required) - Qty 1 - Included Delivery and retrieval of Opal Fuels job site container Trenching & backfill from utility to CNG equipment compound through concrete - Included Trenching & backfill from utility to CNG equipment compound through concrete Electrical Base (for compressor(s)) - Qty 2 - Included Electrical Base for ANGI 300/600 Compressor(s) Electrical conduits & Wire from Existing Switchboard to CNG equipment compound - 650' - Included Electrical conduits from utility to CNG equipment compound $ per linear ft / no wire 20' Dual -Head LED Parking Lot Light for Compound Area - Qty 1 - Included A dual 400-watt LED lamp mounted on a one-piece aluminum post. Each lamp enclosure measures 15" x 22". This light post includes dual LED lamp enclosures. The light post is 20' in height and mounted in a 18' concrete caisson. FF / TF Buffer Storage Panel 2 Zone - Qty 1 - Included Priority buffer panel capable of dispensing CNG for fast fill, is included for high -flow capability. 1" Buffer -Valve panel includes ESD valve mounted and racked to storage in NEMA 1 Panel. Ideal for applications where average vehicle fill is more than 30 GGE/DGE. Compatible with high -flow CNG nozzles that can flow up to 25 GGE per minute average 9 GGE per minute flow capacity or greater. Includes Qty. 1 buffer valve in 1 cabinet. One buffer panel controls the filling operation for up to 3 dispensers. The 1" time fill valve is included in the same cabinet for time fill application to provide Opal Fuek- 10M Philadelphia Court, Rancho Cucamonga, 91730 1 909-793-3700 1 (fax) 909-793-BO56 I "n'+w.opalfuels.com FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022 temperature compensation and time of day operation for time fill applications. Typically at least 1 storage bottle is required per zone. FF Filter assembly (6 filters at priority panel) - Qty 1 - Included There will be dual Parker high-pressure filters installed between the compressor discharge and the dispensers to catch any oil bypass and contaminants before CNG is dispensed into the trucks. The filters will be located on a stand next to the priority panel for maximum effectiveness. One set of two (2) filters will be located at the discharge outlet of the high bank, mid bank, and low bank on the storage vessels. Filter stand includes a 99.5% 3/4A¢A?A? JS3B-10 pre-coalescer filter and 1A¢A?A? JS4C 99.9% final filter. Flow Meter for Time Fill Metering - Qty 4 - Included Flow Meter CNG050 - 40 to 4444 scfm capacity constructed of stainless steel, pressure rated to 5,000 psi. Temperature rated from -40°F to +247°F. Mass flow accuracy to ± .5%. Rated for hazardous area installation. Weights and Measures rated. Reads in liters, DGE, or GGE. All-weather rated. GD-036-S-M-460-150-4 - 1230 scfm @ 30 psi - Qty 1 - Included ANGI single tower manual regen dryer, 36" vessel, 150 psi design pressure, 4" class 150 flanges. Includes digital dew point monitor, isolation and bypass valves, blower, heater, cooler, water separator and collection tank to regenerate the desiccant. Requires 460/3/60 power. Mechanical Base High/Low Pressures for compressor(s) [REQUIRED] - Qty 2 - Included Base High/Low Pressure per compressor Regulator and Flex Hose for compressor(s) [REQUIRED] - Qty 2 - Included MLP - Regulator and Flex Hose per Compressor Install Main Gas Line (House Line) from Utility Meter set to compressor area Under 100 PSI (HDPE) - Included Install Main Gas Line (House Line) from Utility Meter set to compressor area Under 100 PSI (HDPE) Motor Starter Panel - Dual 200HP - Qty 1 - Included The motor starter panel is designed to perform several different custom functions within the compressor design - as well as a soft start for your electric motor. The other functions include, but are not limited to: dryer power, enclosure power, gas detection power, time -fill panel power, cooling fan power, ESD for time -fill line power, and spares for future options. Motor Starter Cooling Fan - Qty 1 - Included A cooling fan kit is added to the side of the motor starter enclosure to cool motor starter panels rated at 105F°. This option will extend the maximum operating temperature to 120°F ambient conditions. Rated for single, dual or triple motor starters. Opal Fuels Wireless Communication Panel - Qty 1 - Included Opal Fuels Wireless Communication Panel: An Opal Fuels engineered wireless full-time equipment monitoring system which includes: email and text messaging for system faults, continuous time -based logging of system operating parameters, continuous event -based logging of system events. The system provides local web server for real-time and logged data display. Provides for remote access for Opal Fuels data collection and support via secure VPN connection. Also provides Network Address Translation [NAT] for secure interface to the customer's network. Opal Fuels- 10225 Philadelphia Court, Rancho Cucamonga. 91730 1 909-793-3700 1 Ifol 909-793-8056 I w .opalfuels.com OPAL FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 EMERGENCY SHUTDOWN AND FIRE EXTINGUISHERS TO MEET BUILDING CODE - Included Shutdowns are located at compressor area and dispenser area. • Includes Emergency Shutdown Switch at dispenser area • Fire Extinguisher- 5 lb./ 20 BC/model 13402/6402T, 3A:40B:C/ 25-gallon water equivalent • Safety Signs at dispenser area • Safety Signs at dispenser area and time fill areas Opal Fuels- 10225 Philadelphia Court, Rancho Cucamonga, 91730 1 909-793-3700 [ (fax) 909-793-8056 1 `^'wN'.opal uels.com OPAL FUELS TIME-FILL/FAST-FILL AREA AND EQUIPMENT TIME-FILL/FAST FILL DISPENSER PROVISION - 1 Cabinet(s) - Included 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022 Trenching & backfill from compressor to TF/FF equipment through concrete - Included Trenching & backfill from compressor to TF/FF equipment through concrete Dispenser Island with 4 Bollards - Qtv 1 - Included The dispenser will be mounted at a fueling island within 150' of the compressor compound area. The concrete fueling island is approximately 4' wide x 8' long and raised 6" from the surface. The dispenser island is protected by 4' diameter 3' high concrete -filled steel bollards. Each fuel island will be designed to accept up to two Class 8 trucks at one time. In -Ground Post with Guard Rail Protection (per parking space) - Qtv 10 - Included The guardrail and steel posts supplied and installed for the guardrail mounting system are composed of galvanized steel. Posts are typically spaced 7on center and are anchored 36" - 60" below the ground surface. Guardrail height is set at 36" above the surface level. The time -fill post will be mounted in an 18" dia. x 3' deep concrete base. High-pressure piping and electrical conduit will be run above ground behind the guardrail on a separate galvanized -steel post mounting structure. Guardrail protection is typically mounted 18" away from the time -fill post. A dual -sided guardrail system will typically require 36" of total space when measuring outside - to -outside dimensions. Post Mounted on Above -Ground Caisson - with Bollard Protection (per parking space) Select for single or dual time fill posts. - Qtv 30 - Included When choosing caisson protection, the area will include 3' tall - 4" concrete -filled steel protective bollards anchored in an 18" dia. base, 3in depth spaced 4' on center. Each caisson will contain separate conduit for the high-pressure gas and electrical service. When choosing this option, all high-pressure piping and electrical conduit is run underground between the time -fill posts/caissons. Crane Rental - Qtv 1 - Included Rental for equipment offload at site Electrical per Dual Time Fill Post - Qtv 20 - Included Electrical per Dual Time Fill Post Comdata Credit Card Reader - Qtv 1 - Included Includes wireless modem for IP connection, fuel management system and on-line training for public billing. Requires monthly phone plan with wireless provider. Provides real-time fueling transactions and takes all credit cards and allows for private card (customer) transactions. Comdata charges 2% for all Comdata cards. Features photo of each transaction at card reader, paperless receipts emailed to card holder at transaction time, higher transaction limits per fill on Comdata card transactions (up to $1000.00 based on credit). Credit Card Reader Installation Labor - Qtv 1 - Included Credit Card Reader Installation Labor Weights and Measures - Qtv 1 - Included Opal Fuels- 10225 Philadelphia Court. Rancho Cucamonga, 71730 1 909-793-3700 1 [fox) 909-793-8056 I �.opalfuels.com O OPAL. V FUELS Weights and Measures Certification for public resale. 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 16' x 24' - I Fuel Island / 2 Lane (4 Lights) - ON 1 - Included Canopy - 16 ft w x 24 ft L x 17 ft H -x 36" white fascia - 4 lights, gutters, 2 support columns (2 vehicles). Includes above -ground drainage [standard downspout] unless underground drainage is specified. Dispenser Installation (Buffer) - Included Dispenser installation for buffer tank (single line) gas distribution. MHP - Per Dual Time Fill Post (required) - Qtv 20 - Included Dual -hose time -fill posts will be supplied and installed in the time -fill mounting system. Each Quad hose post includes: Qty. (2) receiver for fill hose nozzle and Heavy duty retractor for fill hose. Includes a Shut off valve, Safety and Warning signs, Grounding rod with 3/8-16 grounding stud welded on with double clad plated nuts. Posts are installed in a concrete base 18" in diameter and 3' in depth. Holster style post hook up - eliminates freeze up of nozzle to post. Posts are constructed of 3" x 3" square steel tube with on -post atmospheric gas exhaust vent, located at the top of the post. The top of the post measures 10' high from ground mounting surface. Prepped, painted "Safety Yellow'. Travel - Included Project Management Dual TF post with hoses - Qtv 20 - Included Dual -Hose Post with 25 ft hose (NGV 1 Type 2) - {QTY) TF filter assembly (2 filters on stand per TF run) - Qtv 1 - Included There will be Parker High pressure filters installed on the beginning of the Time -Fill Line to catch any oil bypass and contaminants before CNG is dispensed into the trucks. Filter stand includes a 99.5% 3/4" JS3B-10 pre- coalescer filter and 1" JS4C 99.9% final filter. De -Fueling Post to Compressor - Qtv 1 - Included This includes a 1 U tall post with vent on one end. The post has a standard de -fueling hose with a BDN nozzle. The BDN nozzle hooks up to most all de -fueling ports on CNG fueling boxes. The de -fueling post must be located outside where it can safely vent CNG to the atmosphere. The operator hooks up the de -fueling hose to the de -fueling port on the vehicle fuel system. A manual valve actuates the function and safely drains the gas from the fuel tanks. The manual system will drain the fuel system tanks down to approximately 200 psi of gas pressure. The second feature allows you to move the valve to a position that will take the CNG off the storage and pull it through the inlet gas line feeding the compressor. There is a discharge line installed between the de -fueling panel and the inlet line of the compressor. This second option can be used when the compressor is operating. This system will typically drain the tanks in entirety providing the vehicles fuel system check valves allow it to be completely drained. The post typically will be mounted in a 3' deep, 18" diameter concrete base. This system requires installation at the compressor area with gas line tie ins to the inlet gas feed to the compressors. This is an approved IFC practice. Commissioning Two + Compressors - Included Start up labor and commissioning for two or more compressors for a municipal station build. Opal Fuels- 10225 Philadelphia Court, Rancho Cucamonga, 917W 1 909-793-3700 1 (fax) 909-793-8056 I �.opalfuels.com OPAL FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 MHP from compressor to TF run (ff) - Qty 150 - Included Trenching for mechanical high pressure originating from the compressor to each individual time fill run. Electrical conduits from compressor to TF/FF equipment - Included Electrical conduits from compressor to TF/FF equipment ANGI - Buffer - Combo DUAL -HOSE Hiqh Flow / Low Flow (1/2" and 3/8" Hoses) - Qtv 1 - Included BUFFER - COMBO DUAL -HOSE 1200 scfm 3/8" mainline / 3500 scfm 1 /2" mainline CNG dispenser housed within an ANGI Series II Cabinet. This dispenser includes standard holsters, 3600 fueling pressure and OPW CT1000 / CT5000 nozzles. This dispenser is designed for cascade applications and utilizes a Micro Motion CNG 050 Flow Meter per each hose. Temperature compensation is set at 3600 PSIG at 70aF. The dispenser has the capability of filling two vehicles simultaneously. Opal Fuels- 10225 Philadelphia Court. Rancho Cucamonga, 91730 1 909-793-3700 1 (tax) 909-7938056 1 w .opolfuels.com OPAL FUELS WARRANTY OVERVIEW 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022 WARRANTY TERM Opal Fuels Operations/Mechanics start up training on site at Customer location for a minimum of up to four (4) days and will initiate warranty start date with equipment manufacturer. Warranty term is 12 months from CNG station startup/commissioning date. CONSTRUCTION AND TIME -FILL POST WARRANTY Opal Fuels offers a one-year warranty on station construction, time -fill posts and hard piping due to manufacturer defects and workmanship. Warranty on these items includes labor 8 material. For warranty issues and clarifications related to station construction and time -fill hoses contact: Customer Service/Warranty Opal Fuels 3570 81 st St NW, Oronoco MN 55960 Phone: +1 (844) 226-0256 Email: servicedept@opalfuels.com COMPRESSOR EQUIPMENT WARRANTY ANGI compressor equipment warranty of 1 year from date of commissioning: Other equipment items may include longer warranties. Warranty on compressor, dryer, control equipment is parts only unless otherwise specified. For warranty issues and clarifications contact: Customer Service ANGI International, LLC. 305 West Delavan Drive, Janesville, WI 53546 Phone: 800-955-4626 / Fax 608-531-2635 Email: service@angiinternational.com Warranty Detail Construction -All construction related items Methane Detection System (Shop) Compressor (ANGI components) All other quoted equipment (dryers, dispensers, etc.) Compressors (Ariel Only) All components Cylinder bodies, Pistons, Piston Rods 12 months from start date Parts and Labor 12 months from start date Parts Only 12 months from start date 12 months from start date 12 months from start date 24 months from start date Crankshaft, Crankshaft Casting, Connecting Rods, Crossheads, 36 months from start date Crosshead Guide Castings Opal Fuels- 10225 Philadelphia Court. Rancho Cucamonga, 91730 1909-793-3700 1 [fax) 909-793-8056 1 w .opalfuels.com Parts and Labor Parts Only Parts and Labor Parts Only Parts Only OPAL FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022 Crankshaft, Crankshaft Casting, Connecting Rods, Crossheads, Crosshead Guide Castings when maintained with 100% Ariel OEM 72 months from start date Parts Only replacement parts Compressors (Quincy - ANGI 50) All components 12 months from start date Parts Only Sauer (All Compressor Components) 24 months from start date Parts and Labor Warranty terms are as of Jan. 2020 and are subject to revision. Technical Assistance ANGI shall provide technical manuals, drawings and/or instructional materials with the equipment purchased hereunder. Unless the sale is of equipment only, ANGI shall provide the services of such number of technicians as may in its sole discretion be required to assist in start-up and in training of purchasers' employees in installation, operation and maintenance of the equipment purchased hereunder. Such technicians shall be provided on an advisory basis only. Purchaser acknowledges that the technical materials supplied are proprietary to ANGI and that the goods manufactured by ANGI are based upon patents, trade secrets, confidential and proprietary information developed by, and the exclusive property of ANGI and its affiliates. For service issues contact: Customer Service ANGI International, LLC. 305 West Delavan Drive, Janesville, WI 53546 Phone 800-955-4626 / Fax 608-531-2635 E-mail - service@angiinternational.com Opal Fuels National Service Manager Contact Service and Technical support available via phone: Opal Fuels 3570 81 st St NW, Oronoco MN 55960 Phone: +1 (844) 226-0256 Email: servicedept@opalfuels.com Opal Fuels- 10225 Philodelphia Court. Rancho Cucamonga, 91730 1 909-793-3700 1 (fox) 909-793-8056 1 w .opalfuels.com FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022 PRICING AND PAYMENT TERMS Payment Schedule • 20% down payment with order • Remainder to be progress billed as work is completed and equipment Qualifications • Pricing is in US Dollars and is based on equipment supply • Assuming expedited plan -check through the city and Fire Marshall, we could expect a station delivery and commissioning within 12 months from date of order • Opal Fuels' General Conditions of Supply apply to this quotation • Warranty is Equipment Manufacturers standard 1-year parts only warranty; labor is excluded. Engineering Price Design and Engineering $63,084.45 Permitting $10,200.00 Equipment MTS for Backup Generator $33,549.08 Buffer Storage $128,520.00 Compressors $627,432.60 Compound Lighting $9,562.50 Fast Fill $205,113.09 Electrical $4,417.88 Flow Meters $28,682.40 Inlet Gas Dryer $117,189.08 Motor Starter $54,270.38 Remote Monitoring $9,990.90 Time Fill $102,210.45 Defuel Panel & Hose $11,880.00 Construction Civil $1,581,457.36 Electrical $857,729.00 Mechanical Pressures $739,978.36 Project Management $214,200.00 Commissioning $32,397.75 Freight $17,000.00 Taxes $123,285.70 TOTAL PRICE WITH TAXES $4,972,150.98 Total Price Without Applicable Taxes $4,848,865.28 Required Down Payment $994,430.20 Opal Fuels - 10225 Philadelphia Court. Rancho Cucamonga. 91730 1 909-793-3700 1 (fax) 909-793-8056 1 w .opolfuels.com FUELS 07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31 /2022 Opal Fuels- 10225 Philadelphio Court, Rancho Cucamonga, 91730 1 909-793-3700 1 (fax) 909-793-8056 1 w apalfuels.cam EXHIBIT 2 OPAL 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 OPAL Fuels Station Services LLC, f/k/a PoStar Energy LLC - One North Lexington Avenue, White Plains, NY 10601 • v^vW 000lfuels corn OPAL Environmental Attributes (as defined below) to the CNG dispensed by Dispenser for use as Vehicle Fuel in accordance with the applicable Transaction Confirmation, such that (i) the CNG is RNG-derived CNG, and (ii) the associated renewable identification numbers ("RINs") and LCFS Credits, if any, are properly generated. The Transaction Confirmations under this Master Agreement do not include physical gas delivery and Dispenser will be responsible for purchasing and coordinating all utility pipeline gas required for daily operations of the Stations. Supplier will retain the value of any Environmental Attributes generated from the RNG Contract Quantity under the applicable Transaction Confirmation(s), provided, however, that Dispenser will continue to receive any federal or state fuel tax incentives or credits associated with such RNG Contract Quantity under the applicable Transaction Confirmation(s). "Environmental Attributes" mean any and all credits, allowances, benefits, attributes, aspects, characteristics, claims, reductions, offsets or allowances, or similar benefits of any type associated with the avoidance of fossil fuel consumption, greenhouse gas emissions or lifecycle greenhouse gas emissions, other pollutant emissions and other environmental benefits, howsoever entitled or named, including all such attributes required to generate credits under any federal, state, local or other law as now in effect, or as subsequently amended, enacted or adopted, attributable to biogas resources, renewable natural gas and/or natural gas, including but not limited to RINs under the RFS, any state low carbon fuel standards, carbon offsets, carbon allowances, tax incentives or credits in connection with the production or sale of RNG, and renewable energy credits or similar fuels programs or benefits. 7. Documentation. Supplier will be responsible for (i) the documentation of the contractual pathways, (ii) Registration of the Stations, and (iii) certification of the RINs and LCFS Credits with the EPA and CARE, respectively, including all costs associated with such documentation, Registrations and certifications. Dispenser will assist Supplier with such efforts, as necessary, including, but not limited to, providing: (A) the physical address of the Stations and access to the Stations; (B) gas utility meter numbers of the Stations; (C) gas utility metering tickets; (D) an electronic copy of the Stations' monthly gas utility bill within five days of receipt from the utility; (E) other documentation necessary to determine volumes of CNG dispensed at the Stations; (F) documentation necessary for compliance with Law or generation of Environmental Attributes; and (G) the necessary affidavits stating that the CNG dispensed at the Stations is dispensed for use as a Vehicle Fuel. 8. Mutual Indemnity; Limitation of Liability. Each party agrees to indemnify and hold harmless the other party from and against any penalties assessed by the EPA, CARB or other agency in connection with a breach by such party of its obligations under this Master Agreement or any associated Transaction Confirmation(s); provided that each party's obligation under this Section 11 will not apply to the extent the penalty or penalties arose (i) from disallowance of the transaction structure as contemplated by the relevant Transaction Confirmation(s) or a change in law, so long as the action or inaction of such party occurred prior to receiving notice of such disallowance or change in law or (ii) as a result of the other party's breach of this Master Agreement or associated Transaction Confirmation(s); provision of incorrect, false or incomplete data; or gross negligence or willful misconduct. 9. Default. A default in respect of this Master Agreement shall be deemed to occur when, with respect to either party: (i) A Party breaches any material representation or warranty made in this Master Agreement by that Party in any material respect, or any material representation or warranty of that Party proves to have been incorrect or misleading in any material respect when made under this Master OPAL Fuels Station Services LLC, f/k/a imSfor Energy LLC—One Notts Lexington Avenue, White Plains. NY 10601 • w ooalfuels com OPAL FUELS Agreement and same is not remedied to the other Party's reasonable satisfaction within thirty (30) days after receipt of written notice thereof; provided however, then, so long as the defaulting Party has begun all reasonable efforts to cure such Default and within ten (10) days after the Notice of Default is diligently pursuing the curing of such Default then the defaulting Party shall have an additional period of twenty (20) days from receipt of such Notice of Default (or sixty (60) days total) within which to cure the Default; (ii) A Party fails to perform any material covenant or obligation set forth in this Master Agreement or any applicable Transaction Confirmation issued hereunder, if such failure is not remedied to the other Party's reasonable satisfaction within thirty (30) days after receipt of written notice thereof, provided, however, that the failure or omission of either Party to comply with the RFS or LCFS will not constitute a Default for a period of thirty (30) days following receipt of written notice of such failure to perform, so long as such Party has taken and is taking commercially reasonable steps to cure such compliance failure or omission; or (iii) A Party (a) makes an assignment or any general arrangement for the benefit of creditors; (b) files a petition or otherwise commences, authorizes, or acquiesces in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or has such petition filed or proceeding commenced against it; (c) otherwise becomes bankrupt or insolvent (however evidenced); (d) is unable to pay its debts as they fall due; (e) has a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets. Each of the foregoing events described in clauses (i)-(iii) above shall be referred to herein as a "Default." 10. Remedies. Upon the occurrence of a Default with respect to a Party (such party, the "Defaulting Party'), the non -defaulting Party (the "Performing Party") shall in its sole discretion and upon five (5) Business Days' notice to the Defaulting Party, be entitled to do any one or more of the following: (i) suspend its performance under this Agreement, (ii) terminate this Agreement effective upon the date of such notice, and (iii) proceed against the Defaulting Party for damages. Notwithstanding the foregoing, (a) in the event that Supplier fails to pay the Dispenser Share, and such failure is due to disruptions in the supply of Biogas, as provided in a written notice of same from Supplier to Dispenser, either party may terminate the Transaction Confirmation associated with such Station for which Supplier failed to make such payment on 30 days' written notice to the other Party, and Dispenser's damages shall be limited to the Dispenser Share calculated as the difference between (i) the applicable pro-rata RNG Contract Quantity for a rolling six (6)-month period prior to such notice and (ii) the Vehicle Fuel dispensed at the Station for the same period with respect to each such Station. Except as otherwise expressly limited herein, the Performing Party's rights hereunder are in addition to, and not in limitation or exclusion of, any other rights that it may have (whether by agreement, operation of law, equitable principles or otherwise). 11. Change in Law. In the event a legislative, executive, judicial, administrative, or regulatory body materially changes or updates any applicable law, regulation, rule, protocol or interpretative guidance that results in an adverse impact (A) in respect of the costs or benefits of the Dispensing Agreement to either Party or (B) to either Party's ability to comply with the RFS, or any other applicable Law, then, promptly upon written request by the affected Party, the Parties shall enter into good faith negotiations to amend the Dispensing Agreement to maintain the original intent and economic position of each Party. If, after sixty (60) days of the initiation of such negotiations, the Parties cannot resolve to their mutual satisfaction a mutually agreeable solution to the Change in Law, either Party may terminate the Dispensing Agreement on seven (7) days' written notice to the other Party. 12. Force Majeure. Neither Parry shall be liable to the other for failure to perform an obligation, to the extent such failure was caused by Force Majeure. Neither Party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following OPAL Fuels Station Services LLC, F/k/a T,uStar Energy LLC - One North Lexington Avenue, White Plains, NY 10601 • www aoalfuels corn OPAL FUELS circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in - path, Firm transportation is also curtailed; (ii) the Party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; (iii) economic hardship; (iv) the loss of Dispenser's or Supplier's market(s), as applicable; or (v) the loss or failure of Gas or Environmental Attribute supplies or depletion of reserves, as applicable. Notwithstanding anything to the contrary herein, the Parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the Party experiencing such disturbance and shall not entitle such Party to the benefits of the provisions of Force Majeure. The Party whose performance is prevented by Force Majeure must provide Notice to the other Party. Initial notice may be given orally; however, written notice with reasonably full particulars of the event or occurrence is required as soon as reasonably practicable after the occurrence of the Force Majeure event. Upon providing written notice of Force Majeure to the other Party, the affected Party will be relieved of its obligation, from the onset of the Force Majeure event, to perform its obligations to the extent impeded by, and for the duration of, such event of Force Majeure, and neither Party shall be deemed to have failed in such obligations to the other Party during such occurrence or event. 13. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Master Agreement shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the Dispenser, and on the next Business Day if sent after normal business hours of the Dispenser or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section: If to Dispenser: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With at copy to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-5635 If to Supplier: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue, Suite 1450 White Plains, NY 10601 Attn: Juan Reina E-mail: noticeofficer(aDopalfuels.com OPAL Fuels Stafion Services LLC, f/k/o ttuStor Energy LLC—One North Lexington Avenue, White Plains, NY 10601 • www.00alfuels Coro OPAL FUELS With a copy to: OPAL Fuels LLC One North Lexington Avenue, Suite 1450 White Plains, NY 10601 Attn: General Counsel E-mail: noticeofficer@opalfuels.com 14. Headings. The headings in this Master Agreement are for reference only and shall not affect the interpretation of this Master Agreement. 15. Severability. If any term or provision of this Master Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Master Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify this Master Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 16. Entire Agreement. This Master Agreement constitutes the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. 17. Successors and Assigns. This Master Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Except as provided in this Section, neither Party may assign its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, assignment of this Master Agreement by either Party is permitted without the consent of the other party if (i) the assignee is an affiliate of the assigning Party, (ii) the assigning Party can demonstrate that the same personnel will be responsible for executing this Agreement following such assignment and (iii) the assigning entity accepts all of rights and obligations under this Agreement. Following any assignment permitted to in this Section, the assigning Party shall be released from any and all obligations or liabilities arising under, or relating to, this Master Agreement attributable to the period following the effective date of such assignment. Either Party may, however, with the other Party's written consent, collaterally assign its rights under this Agreement to a lender or other party providing financing. 18. No Third -Party Beneficiaries. This Master Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Master Agreement. 19. Amendment and Modification; Waiver. This Master Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Master Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. OPAL Fuels Station Services LLC. F/k/a TruStar Energy LLC-One North Lexington Avenue, White Plains. NY 10601 • w aoaltuels com OPAL FUELS Acknowledged and agreed, ATTEST: Clerk of the Council APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: JOSE MONTOYA Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA P.E. Executive Director of Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR �cett�w!el,�a� By: SCOTT EDELBACH Title: Executive Vice President OPAL Fuels Station Services LLC, f/k/o TmStor Energy LLC - One North Lexington Avenue, White Plains. NY 10601 • ..00alfuels com OPAL FUELS Appendix A Glossary of Terms Biogas: means the methane derived from the breakdown of organic matter that: (i) meets the qualifications for D3 RINs (i.e., cellulosic biofuel) under the EPA's RFS regulations; (ii) meets the definition of biogas or biomethane as defined by the RFS and applicable state -level fuel credit programs; and (iii) meets the common carrier pipeline gas quality specifications as provided by the local utility or transmission company for the applicable injection point. CARB: means the California Air Resources Board or its successor. CI Score or Carbon Intensity Score: means the carbon intensity score under the LCFS regulations Cellulosic Biofuel: has the meaning ascribed to "cellulosic biofuel" under § 80.1401 of the RFS. EPA: the U.S. Environmental Protection Agency or its successor agency. Force Majeure: any cause not reasonably within the control of the Party claiming suspension, including, but not limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of firm transportation and/or storage by transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, epidemics, pandemics, insurrections or wars, or acts of terror; and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having jurisdiction, including, without limitation, relating to or as a result of the events described in the preceding clauses (i) through (iv). Gas: any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane, including natural gas, as well as other types of gas, such as biogas produced from animal waste, agricultural waste, landfill gas or digester gas, that is cleaned to pipeline quality and injected into the pipeline system, in each case excluding any Environmental Attributes associated therewith. Gasoline Gallon Equivalent or GGE: equals 128,142 Btu. Conversely, 1 MMBtu equals 7.8 GGEs. Law: any U.S. or state statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any applicable governmental authority. LCFS Credit Value: means total LCFS value calculated using a Cl score of -200 and the monthly average market price for the LCFS Credits as published by OPIS for the month that the Biogas-derived CNG was dispensed by Dispenser. LCFS or Low Carbon Fuel Standard: the California Low Carbon Fuel Standard administered by CARB set forth in the California Code of Regulations at Title 17, Section 95480 et seq., as amended, restated or supplemented to date. LCFS Credits: credits generated and traded under the LCFS, with each credit equal to one metric tonne of carbon dioxide reductions as compared to the baseline CO2 emissions under the LCFS. OPAL Fuels Station Services LLC, f/k/o TmStor Energy LLC— One North Lexington Avenue, White Plains, NY 10401 • w 000lfuels com OPAL FUELS OPIS: means the Oil Price Index Service. Person: an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity. Qualified Facility: a facility where Gas is withdrawn from a commercial distribution system, converted into CNG and sold or otherwise provided for use as a Vehicle Fuel, wherein such facility would meet the requirements for RIN generation and, if such facility is located in California LCFS Credit generation, if the withdrawn Gas was Biogas. Registration: registration of the Qualified Facilities, Parties, Biogas or pathways, as applicable, with the EPA, CARB, or other governmental or certifying entity, as applicable, such that the Biogas produced from the Project is RIN-eligible or LCFS Credit -eligible, as applicable. RIN Value: means total RIN value, in dollars per MMBtu, calculated by multiplying 11.727 by the monthly average market price for D3 Cellulosic Biofuel RINs according to OPIS. The monthly average will be for the month that the Biogas-derived CNG was dispensed by Dispenser. Vehicle Fuel: CNG or other transportation fuel derived from RNG or Gas that qualifies for receipt of a RIN under the EPA Renewable Fuel Standard and, to the extent dispensed as transportation fuel in California, receipt of an LCFS Credit under the LCFS. Appendix B Transaction Confirmation No. 1 September 28, 2022 This Transaction Confirmation No. 1 ("TC No. 1") is subject to the Master Agreement between City of Santa Ana (`Dispenser") and OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC ("Supplier") dated as of September 28, 2022 (the "Master Agreement'). The terms of this TC No. are binding upon execution by the Parties. Capitalized terms not otherwise defined in this TC No. 1 have the meanings ascribed to such terms in the Master Agreement. To the extent that there is any conflict in the terms and conditions between this Transaction Confirmation and the Master Agreement, the terms and conditions of the Master Agreement shall prevail unless the Transaction Confirmation expressly states that it is superseding the Master Agreement with respect to a specific provision. Dispenser: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-5635 Supplier: OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC One North Lexington Avenue OPAL Fuels Station Services LLC, f/k/o TruStor Energy LLC—One North Lexington Avenue, White Plains, NY 10601 • v✓.vw ooaltuels eom OPAL White Plains, NY 10601 www.opalfuels.com Attn: Juan Reina Phone: 914-421-4900 Email: noticeofficer@opalfuels.com and ireina(a)opalfuels.com Dispenser Share: • $0.67 which includes RIN & LCFS credit values For purposes of calculating the Dispenser Share, the RNG Contract Quantity shall be measured each month and aggregated over the course of each calendar year of the Delivery Period (each, an "Annual Period") of this Transaction Confirmation, commencing on the Start Date. Supplier shall pay the Dispenser Share to the Dispenser no later than one hundred and twenty (120) days from the end of the applicable calendar quarter during which the RNG was dispensed by Dispenser at the Station. For avoidance of doubt, Supplier shall provide Dispenser with LCFS Credit Value that is the equivalent of what Dispenser would have received had such LCFS Credits been generated in respect of RNG having a Cl Score of -200. RNG Contract Quantity: Supplier shall supply 100% of the actual volume dispensed at the Station ("Minimum Volume Amount'). The Station is projected to dispense 9,872 MMBtu or approximately 77,000.00 GGE annually. The RNG Contract Quantity shall be measured on a pro-rata basis monthly for purposes of determining compliance with this Transaction Confirmation. In the event that Supplier fails to supply the Station with RNG at the applicable Minimum Volume Amount, Supplier hereby guarantees payment to Dispenser of the Dispenser Share with respect to the shortfall, i.e., the difference between (i) the amount of RNG supplied by Supplier for the period, and (ii) Minimum Volume Amount. Dispenser shall advise Supplier promptly of any material changes in business conditions that could result in more than a twenty percent (20%) change in the RNG Contract Quantity on an annual basis. No later than sixty (60) days prior to each annual anniversary date of this Transaction Confirmation, Dispenser and Supplier shall adjust estimates for the aggregate RNG Contract Quantity for the upcoming year which shall be equal to the actual volume dispensed for the immediately preceding year. Delivery Period: Start Date: January 1, 2023 End Date: September 30, 2032 List of Station(s): 215 South Center Street Santa Ana, CA 92704 Meter No. and Gas Utilities Serving the Stations to be provided by Dispenser prior to start date and incorporated into this TC No. 1 by Supplier: Additional Conditions: None. OPAL Fuels Stafian Services LLC, f/k/o TroSfar Energy LLC - One North Lexington Avenue, White Plains, NY 10601 • w ooalfuels corn OPAL FUELS Each of the Parties caused its authorized representative to execute this TC No.1 where indicated below as of the date first written above. City of Santa Ana OPAL FUELS STATION SERVICES LLC, f/k/a TruStar Energy LLC By: Name: Kristine Ridge Title: City Manager Title: OPAL Fuels Raton Services LLC, f/k/a TruStar Energy LLC-One North Lexington Avenue, White Plains, NY 10601 • w v 000lfuels corn EXHIBIT 3 THIS AMENDED AND RESTATED MAINTENANCE AGREEMENT FOR CNG STATION WITH OPAL FUELS STATION SERVICES THIS AMENDED AND RESTATED MAINTENANCE AGREEMENT ("Agreement") is entered into this 20"' day of December 2022, by and between OPAL Fuels Station Services LLC (Formerly TruStar Energy, LLC) ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a contractor having special skill and knowledge to design, build and maintain a new CNG station to be located at 21.5 South Center St, Santa Ana, CA 92703 ("Project"). B. For this purpose, the City issued Request for Proposal No. 20-095, by which the City invited proposals for the Project. Following evaluation by the City of all the proposals that were submitted, Contractor was selected to complete the Project. C. On March 2, 2021, the City entered into a Contractor Agreement (Maintenance) with TruStar Energy, LLC to provide operation and maintenance services for a turnkey CNG station (the "Original Maintenance Agreement"). D. On August 17, 2021, the City entered into Agreement #A-2021-147 ("Original Design -Build Agreement") with TruStar Energy, LLC to provide Design, Engineering, Equipment, Construction and Commissioning for a turnkey CNG Station. E. In 2022, TruStar Energy, LLC changed its name to OPAL Fuels Station Services LLC F. Pursuant to the Original Desigti-Build Agreement, the Project was to be designed and constructed in a two-phase approach given that the City had only secured funding for design (Phase 1), but had not secured funding for construction (Phase 2), which includes the equipment procurement, installation of said equipment and construction of the project. G. The term of the Original Maintenance Agreement was to commence upon completion of activities under the Original Design -Build Agreement. H. The City has secured full funding for the both phases of the Project, which will allow greater flexibility in design by including a public serving station (industry standard), better meet the needs of the City's fleet, and reduce long-term fuel costs to the City. Accordingly, City and Contractor have concluded an Amended and Restated Design -Build Agreement for CNG Station, of even date herewith (the "Amended and Restated Design -Build Agreement") Page 1 of 10 J. In the same way, the parties desire to amend the term, compensation and scope of work of the Original Maintenance Agreement, and amend and restate same as provided herein. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended under this Agreement shall not exceed $595,129 during the term of this Agreement, including any extension periods exercised under Section 3. This sum shall be comprised of $54,600 for the first twelve (12) months with an annual increase of 1.9% for the duration of the Term. b. Payment by City shall be made within forty-five days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Within fifteen (15) business days of receipt, City shall notify Contractor in writing if City has any objection to any invoice. City shall be deemed to have approved all invoices for which it has not made a timely written objection. 3. TERM This Agreement shall become effective upon the City's acceptance of the CNG station Project via a "Notice of Completion" ("Effective Date") for a five (5) year term with the option for the City to grant up to a one (1) five (5) year renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. Page 2 of 10 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the proposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 0 4) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 7 (scheduled), or if Contractor has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Page 3 of 10 4. Professional Liability (Errors and Omissions) Insurance appropriates to the Contractors profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. If the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment fionished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage For any claims related to this contract, the Contractor's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. Notice of Cancellation Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the City. Waiver of'Subrogation Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions Self -insured retentions must be declared to and approved by the City. The City may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related 'investigation, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Entity. Acceptability oflusurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than ANII, unless otherwise acceptable to the Entity. Claims Made Policies If any of the required policies provide coverage on a claims -made basis: Page 4 of 10 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work 2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage Contractor shall furnish the Entity with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Entity before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor's obligation to provide them. The Entity reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that Entity is an additional insured on insurance required from subcontractors. Special Risks or Circumstances Entity reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives fiom liabilityfor personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise, to the proportionate extent, from the negligent operations of the Contractor, its subcontractors, ,agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising' from this Agreement, provided, however, that in no event shall Contractor be obligated to indemnify city for any claims to the proportionate extent caused by the active negligence or willful misconduct of City, its officers, agents, employees, consultants, special counsel, and representatives .. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. Page 5 of 10 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in comiection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If one party ("Recipient") receives from the other party ("Discloser") information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Recipient agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care, provided however that Recipient may disclose such information to those of its (and, where applicable, its affiliates') directors, officers, employees, accountants, attorneys, financial advisors, and financing parties (collectively, "Representatives") who have a need to know such information or as required by federal and state public disclosure laws. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the City or Contractor disclosed in a publicly available source; (c) is in rightful possession of the City or Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. City acknowledges and agrees that some or all of the Confidential Information may be material and/or price sensitive information relating to the securities of Contractor's parent company OPAL Fuels Inc. Accordingly, provisions of applicable securities laws may restrict or prohibit transacting in securities of OPAL Fuels Inc. while City is in possession of the Confidential Information. City agrees that it will (and will inform its Representatives of its obligations to) comply at all times with applicable securities laws and stock exchange regulations, particularly those relating to insider trading and market abuse. Page 6 of t0 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NONDISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City persomiel or by other contractors retained by City. Notwithstanding the foregoing, Contractor may collaterally assign this Agreement to any entity providing debt or equity financing in conjunction with such financing. 16. TERMINATION Either party may terminate this Agreement for convenience and without cause upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case Page 7 of 10 such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shalt be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. C. If any provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term of this Agreement shall be valid and be enforced to the Page 8 of 10 fullest extent permitted by law. d. No action or failure to act by City or Contractor shall constitute a waiver of a right or duty afforded them under this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed in writing 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Nabil Saba Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-5635 To Contractor: Opal Fuels Station Services LLC Attn: Douglas Howell Vice President of Service & Maintenance 3570 81st Street NW Oronoco, MN 55960Email: dhowell@opalfuels.com Page 9 of 10 With a copy to: OPAL Fuels Station Services LLC Attn: General Counsel One North Lexington Avenue, Suite 1450 White Plains, New York 10601 Email: noticeofficer@opalfuels.com A patty may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above, For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Ey:'I` Jose Montoya Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba Executive Director Public Works Agency CITY OF SANTA ANA Kristine Ridge City Manager President of Service & Maintenance Page 10 of 10 EXHIBIT A OOPAL Douglas Howell, Vice President of Service & Maintenance V FUELS 357081"Street NW Oronoco, MN 55960 • 507-208-9278 dhowell@opalfuels.com SERVICE AGREEMENT —ALL INCLUSIVE 100% WARRANTY Date: 7/20/2022 City of Santa Ana 215 South Center St Santa Ana, CA 92703 Location and estimated annual station production: - 215 South Center St, Santa Ana, CA — 77,000 GGE The locations referred to in above are referred to herein collectively as the "CNG Stations" and each individually as a "CNG Station." SERVICE TYPE INCLUDED IN ALL INCLUSIVE AGREEMENT: Each visit will include but will not be limited to the elements outlined under the "Preventative Maintenance General Terms". • All consumables • All service parts • All compressor major and minor rebuilds — including electric motors • All equipment warranty and parts fulfillment —100% full coverage during the tetra of the agreement • All scheduled required labor • All unscheduled, emergency, labor • Weekly and Bi-Weekly service visits with a minimum of 5 hours on site at each visit • 365/24/7 station remote monitoring • On site response time on full station outage — 6 hours or less • On site response time for partial station outage — 24 hours or less • Dedicated service van and technician • On site storage of daily and weekly required consumables OPAL Fuels will offer the additional ongoing services related to the installed Public Fueling Dispenser. • OPAL Fuels will service the public Comdata Fuel Management System • Estimated monthly volume — 1,000 Gallons • The City of Santa Ana will pay the monthly service charge is to keep the Comdata system active to support 3rd party credit cards. The monthly fee to support the Comdata system is included in the total charges identified in the maintenance agreement. • OPAL Fuels will work with the City of Santa Ana Accounting to set up accounts with common credit card companies such as Visa, Mastercard, AMEX and Heartland for Clearing card transactions. In addition to the annual Comdata activation fee, there is a settlement fee of 3-6% on the amount of fuel dispensed charged by the credit card companies for each card transaction. SERVICE AGREEMENT —ALL INCLUSIVE 100% WARRANTY The City of Santa Ana will get a check direct from the bank (Clearing House for Credit Cards) with the amount charged to the customer minus the 3-6% fee. Opal Fuels will install a Wireless Communication Panel on site to provide real time/minute by minute status of each CNG Station. This Communication Panel will log station operation and activity to help predict maintenance failures before they happen. This information will be available on a cloud -based server for both Opal Fuels and the customer. This allows Opal Fuels to provide 365/24/7 station monitoring. OPAL FUELS SUPPORT: For emergency 24-hour service: (844) 236-7562 For parts & oil: Cathy Cartland, ccartland(&opalfuels.com, D:(678) 283-0213 0:(844) 226-0256 For billing questions: Valerie Sweig, vsweie(o),opalfuels.com, D:(507) 218-4502 0:(844) 226- 0256 PREVENTATIVE MAINTENANCE — GENERAL TERMS: • A Opal Fuels technician will be on site weekly/bi-weekly to provide maintenance services. • A Opal Fuels technician will visit with the site manager at the beginning of the site visit to get a list of any known deficiencies that require attention and need correction. • Opal Fuels personnel shall prepare and provide the client with a (PM) Service Report at the conclusion of each (PM) or repair event. This report shall detail (PM) activities, actions taken, and list potential future hard parts replacement events. • Opal Fuels shall perform such (PM) services during normal business days and hours of operation. • Opal Fuels personnel will not remove hazardous waste materials (used oil) from customer's jobsite. Customer shall provide Opal Fuels with approved containers for the disposal of subject hazardous waste materials. • Opal Fuels will provide 100% parts, service, and warranty on each CNG Station during the Term. If there is damage created to the station that is not part of ongoing wear and tear of CNG operations, Opal Fuels will invoice for any damaged parts and labor caused by customer negligence such as trucks driving away with connected hoses and equipment hit and damaged by trucks. Prior to invoicing, Opal Fuels will discuss damage with the customer site manager and get sign off for the repairs. Customer will reserve the rights to replace or repair customer damaged items at their own expense. • Opal Fuels will not be responsible for damages due to acts of nature, such as fire, flood, unusually severe weather, etc., resulting in additional costs due to interruption of electrical power or other utilities, equipment failure or damage reasonably beyond its control. Customer and Opal Fuels shall notify each other as soon as reasonably possible following the occurrence of an event as described. Additional costs for replacement or repair will be discussed with the customer and signed off prior to invoicing. • All major compressor rebuilds will be done by Ariel or Sauer factory trained and certified compressor master technicians. • Below are the tasks required to maintain each CNG Station that Opal Fuels will be providing along with weekly inspection reports filled out by the site technicians and made available to the customer. SERVICE AGREEMENT —ALL INCLUSIVE 100% WARRANTY PREVENTATIVE MAINTENANCE SCHEDULE- Maintenance Checklist and Duties Guideline performed by Opal Fuels. Tasks included in PM agreement are done by Opal Fuels factory trained field service technicians. Compressors & Related Equipment Lo in • Log ruining hours • Log temperatures • Log suction pressure • Log inter -stage pressures • Log oil levels and usage Compressors • Check oil consumption and oil levels • Check leak rate of mechanical seals • Drain effluents from receiver tank • Leak check pressurized loop — look and listen for leaks • Run to operating conditions; if able • Record operating temperatures • Record operating pressures • Record motor FLA • Observe & record unusual conditions • Observe compressor control operations • Observe priority or buffer fill operation • Fill vehicles as available • Observe dispenser operations • Check gas dryer operations • Inspect suction filter; change as required • Replace all inter -stage filter elements, as applicable to manufacturers requirements • Exchange motion work oil and filter; as applicable and to manufacturers requirements • Clean motion work oil strainer during oil changes • Inspect clean discharge check valves • Check inter -stage check valves for contamination • Clean v-belt grooves of flywheel and motor pulleys • Check condition of v-belt and belt tension • Cleantinspection suction/discharge valves of all stages • Grease/lubricate motor bearings • Check condensate collecting tank for contamination • Check all flexible hoses for signs of deterioration or damage • Inspect v-belts for proper wear and alignment • Torque all cylinder heads (machine warm and in standstill condition) Dispensers- Fast Fill (if applicable) • Verify on/off switch operations • Visually inspect tubing, piping, and valves for leaks and abnormalities SERVICE AGREEMENT — ALL INCLUSIVE 100% WARRANTY • Check and drain inlet filters • Check valve sequencing • Visually inspect all pressure relief devices for signs of failure or leakage • Verify ESD control functions and safety equipment • Verify on/off switch operations • Verify ESD control functions • Verify 4,250-psig maximum fill pressure limits Dispensers —Time Fill • Visually inspect tubing, piping, and valves for leaks and abnormalities • Check and drain inlet filters • Verify ESD control functions and safety equipment Methane Gas Detection Sensors • Verify and test operations • Test equipment to meet OEM design criteria • Repair and replace defective equipment Inlet Gas Dryer • Monthly — Drain pre -filter, blower house, and sump • Monthly — check differential pressure across pre -filter and after -filter elements. Replace if required when gauge is approaching red zone or 3-5 PSID • Monthly — check dewpoint for reading below -40F. If above, then regenerate dryer • Monthly — check and maintain operating conditions: pressure, flow, temperature within the design of parameters of the dryer. • Six Months — recalibrate/check span of moisture analyzer • Six Months — replace pre -filter, after -filter, and separator elements if needed • Annually — regenerate dyer, check regeneration cycle to ensure working properly i 1000 Hours — change oil in blower 2000 Hour Intervals • Post compression coalescing filter element replacement • Compressor frame oil replacement (crankcase oil) • Compressor frame oil replacement (crankcase oil filter) • Compressor oil strainer element cleaning • Force feed lubricator box lube oil replacement • Force feed lubricator filter replacement • Compressor interstage coalescing filter element replacement • Driver motor lubrication (grease bearings per manufacturers recommendations) 3000 Hour Intervals • Post compression coalescing filter element replacement 4000 & 8000 Hour Intervals — Compressor Rebuild • Post compression coalescing filter element replacement • Compressor frame oil replacement (crankcase oil) • Compressor frame oil replacement (crankcase oil filter) • Compressor oil strainer element cleaning • Force feed lubricator box lube oil replacement. SERVICE AGREEMENT —ALL INCLUSIVE 100% WARRANTY • Force feed lubricator filter replacement • Compressor interstage coalescing filter element replacement • Driver motor lubrication (grease bearings per manufacturers recommendations) • Compressor valves (rebuild or replace) • Measure & record all internal critical clearances (per Ariel specifications) • Replace any out of spec components • Compressor piston ring/rider band replacement • Compressor packing rebuild or replacement • Check all compressor critical fasteners for proper torque (nozzles, valve caps, heads, packing cases, etc.) • Compressor soft foot measure & record (correct if needed per Ariel spec) • Compressor to driver alignment & record (correct if needed per Ariel spec) "Il J5 r �, .,�)�,ia (:c un �, � �xflYr✓' 7.'E a `'� P."- 4 . �. 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Good Repair WA It V<niAy xht PrekMeiPe^i�Na4wsm5mrage VPsseEsan lobed•open tnsoeR euw SLDrq,+P °br3lgnt d�damagelnsr[ -,Pts e W'.m; Oiorhy Psmer g rtr�ing 4ordamaga a cbsPr.P.:pena_ron ofi E'seP arhy Pollee ark mmmh Jrai•. hst Comer+stive si t?:s SERVICE AGREEMENT —ALL INCLUSIVE 100% WARRANTY TruStar Energy Daily In free, 3v Cwwava Goad Re'P* N/A i check Las Dryrzrcoeatralder wralafms astl Paws check fa damage 3 Check Filter Dthnnamal Pressure Ganges a•Me rumlm& a Chad De`w PI [Record an page') S Check Heat Trace ed�r[I. Cold andkil 0. Diryemlm Defuig4nftm Wd Tim FIN PI See Canweam eel.. GCad Repair N/A t Check overall condaknof all Sgnage and Labeling mthe Disperser and alme"I Areas _ Check olPsranon of atl'work Ligbls and Flood Lighto in ree Dispenser andTime Fhl Maas Chaco f ip Eathigayshers enspetmn due, charge, casddion, and placemen amPm9 eskmpmant conapan n l a VUU41: y inspett Dispenses LCD Duplayiar dreads ark' damage s check the Dinpedder ear xoiuefaunmdes a lope@horses, rnouI.,vants.nd breakaways far WAS or damage T Inspect hkank madrtkn/opentme anddean wnh degreaser spray dmottle, isdirty or cky 9 aspect aazpgaser operation and coal vehicle fiaeiing from Dipenser a Check the Winking Passel staves far fau'tslalaams to Cheek the cmkdianigaaraaon of the DefMI;ngdone, areakanny DCV1Ce5, Ma'Q9e YIka Coal 11 ImspeCl all 7101 .4 Dkect-fdl posts, reels, bees & tom nectmns Y1 etdy upaatian of On/Off IMI on Tina-PII and Dneli!i tJo::les and l ubricate nab: with Silo one spar Labricamt a railed 13 Obt a velllhJehng*mn, Tore Poll ssRion 13 4W,Flew hseters are displaying flow an dashboard danng fue nor=rent mare tell Detection See Carron[ wise Good Repair N/A a 1 Pre�Canpresswn hoes, fmirigs ®valves cram Gas aaevrw Drier A Dryer mndaruckes, idings, va'l,,M, Ranges & finer heuvngs 3 Sapp"y Wass aroma Server w Comprcssars 1 al can,tenans, liturI veil.& iI housings inside Oars,., andesure frt hgs'& vatvaSrI 9wffer/Primdy panel ahYz be" mad after buffer Stange IL:e:il Dfrect Filler, onner..iaas & feelings aL an OeNaanhent Sea w ed.. sGal weal ss Gil E Daes SiN nerd ail rvp:a-e'ed' I Na i '¢esCaaeck Gallon see and reQuest Dueto �OOYIICIdS: [three Secdene and ku#bI each mmmentl SERVICE AGREEMENT -ALL INCLUSIVE 100% WARRANTY TruStar Energy F-017370 Fd9371 F49372 Inspectim Comp 91 Comp #2 Cmp #3 fbffgpmmr 5lpfv: Il,urs F-49373 ConV #4 F-40374 Conip #5 Comp #6 Cmp #7 Comp #8 a.ir;•P�pp Tv Wl ' XNNTah Cwf WMePwJp FUPIdu' mar Pae& .mmT, ev!nomm.w lYll fiat T P wbe erP�bzl• *.vat ux ear 4mras P:nninGB ty.Temp a•�eFMr —' t pi rjmphcTZ: ffl u . 0F5Y511pps paL WFiX-rmP••• Ipl�pe-WPW h6 _ Ta Tex, Aea.Ta A-e:a.a h§ IXil-r tia: Oe::. a hs D yf A un�r4:a Oa Tea.D Molnr Sn.x-aS-A_ad n�m'.!:-arivtglpanel NLt[ Em A:nnbgfcop Temp Mamr VaI pPead'm'.'Mc:: :u•mdgaxIXLL 1'ahn4e , .., "r;anc Texp iPmnum• (®reim�Fgmm�u� hg A.nr:r u la T[.rP n•�a�Y cop• aIT,S =FanNl l I DgF par�:y!@m,.T p prmurt• laT,i-'s aas a:u Xvnal. hi, A:ini!'P aOa TerrD JurznaSe Tenp' Lf T,a61ID3FanWW-nl Ve f Terc pi'g 0,. 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Ovmiom, MN SSBW Rancho Cucamonga„ Cd 91139 r"41Z 75R P4D3YTS3-3]99 avatr�apc avaaroneryy.cmm� SERVICE AGREEMENT -ALL INCLUSIVE 100% WARRANTY Zavala, Talisa From: City of Santa Ana <certificate-request@ctraxjdidata.com> Sent: Monday, January 30, 2023 11:27 AM To: Sbreeze@opalfuels.com; Fernandez, Armando; certificates@robinsins.com; Aguirre, Robert; Zavala, Talisa Subject: Internal Notice of Compliance NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITH AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Opal Fuels Station Services LLC Name: Project TBD (042) Number: Project This Amended And Restated Design -Build Agreement For CNG Station Name: With Opal Fuels Station Services The Certificate of4insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coverage(s) are: TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME NUMBER DATE Risk Management AUTOMOBILE LIABILITY TRAU305122 06/02/2023 01/19/2023 GL Dec Endorsements 1.19.23.pdf Risk Management GENERAL LIABILITY EPK139845 06/02/2023 01/19/2023 GL Dec Endorsements 1.19.23.pdf Risk Management GENERAL LIABILITY EPK139845 06/02/2023 01/19/2023 GL Dec Endorsements 1.19.23.pdf WORKERS COMPENSATION AND cert_NYC_City of EMPLOYERS' LIABILITY 71827340AOS 01/01/2024 01/20/2023 Santa Ana_l1189116 9.pdf 1 ACCOR" CERTIFICATE OF LIABILITY INSURANCE DATE03/03/2025/2025IYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA, LLC. 1166 Avenue of the Americas(A/C, CONTACT NAME' PHONE FAX No Ext : A/C, No E-MAIL ADDRESS: New York, NY 10036 INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Federal Insurance Company 20281 CN 101 642634-OPAL-GAWU-24-26 INSURED Opal Fuels Station Services LLC INSURER B : Bankers Standard Insurance Cc 18279 10225 Philadelphia Ct. INSURER C : Rancho Cucamonga, CA 91730 INSURER D INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: NYC-012238959-05 REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR OF INSURANCE ADDLSUBRTYPE INSD WVD POLICY NUMBER POLICY EFF MM/DDIYYYYI POLICY EXP iMMIDDIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY ❑ PRO ❑ LOC JECT PRODUCTS - COMP/OP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTYDAMAGE Per accident $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY L $ UMBRELLALIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N❑ (Mandatory in NH) NIA 7182-73-40 AOS � � 7183-34-98 CA & NH 01/01/2025 01/01/2025 01/01/2026 01/01/2026 PER OTH- X STATUTE ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Digitally signed Tu Tran N9rYr,an "APPROVED N 2025.03_20 9 u Ye n 08.41.05.0 00 By Tu Tran Nguyen at 8:40 am, Mar 20, 202511 CERTIFICATE HOLDER CANCELLATION City of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn,Public Works Agency THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 220 S. Daisy Avenue, M-85 ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92703 AUTHORIZED REPRESENTATIVE © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CALIFORNIA WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT This endorsement applies only to the insurance provided by the policy because California is shown in Item 3A. of the Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule, where you are required by a written contract to obtain this waiver from us. You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. Schedule 1. [❑y Specific Waiver Name of person or organization E 3 (R) Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish this waiver. Operations: ALL CALIFORNIA OPERATIONS Premium: The premium charge for this endorsement shall be 1 % percent of the California premium developed on payroll in connection with work performed for the above person(s) or organization(s) arising out of the operations described. 4. Minimum Premium: Authorized Representative This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective 01-01-25 Policy No. 71833498 Insured OPAL FUELS LLC Insurance Company Federal Insurance Company Countersigned By Endorsement No. Premium $ Incl . WC 90 03 75 (0511 S) Inwmd copy