HomeMy WebLinkAboutItem 16 - Amend Agreements for Renewable Natural Gas Fueling Station Public Works Agency
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Item # 16
City of Santa Ana
20 Civic Center Plaza, Santa Ana, CA 92701
Staff Report
December 20, 2022
TOPIC: Amend Agreements for Renewable Natural Gas Fueling Station
AGENDA TITLE
Approve Appropriation Adjustment and Amend Agreements with OPAL Fuels Station
Services, LLC. for the Design, Construction and Maintenance of a Renewable Natural
Gas Fueling Station (Non-General Fund)
RECOMMENDED ACTION
1. Approve an appropriation adjustment recognizing fund balance of $1,138,300 in
the Air Quality Improvement Fund (AB 2766), Prior Year Carryforward revenue
account, and appropriating the same amount into the Air Quality Improvement
(AB2766) and Fleet Services- Air Quality Improvement expenditure account.
(Requires five affirmative votes)
2. Authorize the City Manager to execute an amendment to the Design and Build
Agreement with OPAL Fuels Station Services, LLC. (formerly TruStar Energy,
LLC.) to provide services for Phase I–Design and Phase II–Equipment
Procurement and Construction of a new compressed natural gas (CNG) fueling
station at the City Corporate Yard, in amount not to exceed $4,972,151, for an
amended term to begin December 20, 2022, and expire upon City’s acceptance of
project, subject to non-substantive changes approved by the City Manager and
City Attorney.
3. Authorize the City Manager to execute an amendment to the Service Agreement
with OPAL Fuels Station Services, LLC. (formerly TruStar Energy, LLC) to provide
services to maintain the CNG fueling station at the City Corporate Yard, in an
amount not to exceed $595,129, for a five-year term to begin upon City’s
acceptance of project, with one five-year renewal option, subject to non-
substantive changes approved by the City Manager and City Attorney.
4. Authorize the City Manager to execute an amendment to the Environmental
Attribute Agreement with OPAL Fuels Station Services, LLC. (formerly TruStar
Energy, LLC) for a term beginning January 1, 2023 and expiring September 30,
Amend Agreements for CNG Station
December 20, 2022
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2032, with provisions for annual renewals, subject to non-substantive changes
approved by the City Manager and City Attorney.
DISCUSSION
The City’s Public Works Agency utilizes a variety of heavy equipment and trucks to deliver
street maintenance, water, and sewer services. The City has recently completed its goal
of transitioning all heavy equipment from diesel fuel to natural gas fuels and it is necessary
to replace and upgrade the existing compressed natural gas (CNG) fuel station, located
at the City’s Corporate Yard, which has surpassed its useful life, to allow for fast and
efficient fueling with a publicly-accessible station.
On August 17, 2021, at the conclusion of a competitive bidding process, City Council
awarded three agreements to TruStar Energy, LLC. (TruStar), now known as OPAL Fuels
Station Services, LLC. (OPAL), to: 1) construct a new compressed renewable natural gas
(RNG) fueling station at the City’s Corporate Yard, 2) maintain the facility, and 3) supply
RNG. RNG is an environmentally superior fuel alternative to standard CNG as it is
produced by harvesting harmful greenhouse gasses from landfills and waste processing
facilities and is classified as a low carbon fuel by the California Air Resources Board’s
(CARB) Low Carbon Fuel Standard. The Low Carbon Fuel Standard creates a market
for offsetting greenhouse gas credits for RNG dispensing facilities allowing for RNG
dispensers to sell their credits and generate revenue.
Originally, the scope of work was for a limited scale upgrade of the existing CNG station
and did not include a publicly-accessible fuel station. The project was to be financed by
OPAL in exchange for 100% of the RNG credits and the City’s guaranteeing a certain
volume of RNG dispensed.
Since that time, staff has re-evaluated the fueling needs, contract terms, and identified
alternative funds to complete a broader reaching scope of work that would meet the City’s
full fueling needs. As such, staff approached OPAL about amending the original
agreements and requested that OPAL submit a proposal for a new turn-key, RNG fueling
station which adds a publicly-accessible fuel station.
Approval of the amended and restated Design-Build Agreement (Exhibit 1) will allow
greater flexibility in design to better meet the needs of the City’s fleet, reduce long-term
fuel costs to the City, and allow for a publicly accessible RNG fueling.
The Environmental Attribute Agreement, which allowed for OPAL to claim 100% of the
available California Air Resources Board (CARB) and United States Environmental
Protection Agency (EPA) credits for dispensing RNG will also be restated as part of this
action. Staff determined that this arrangement, which was intended to cover initial capital
costs, presented too much risk and was not in the City’s best interest. Staff recommends
approving the Master RNG Dispensing Agreement (Exhibit 2), which allows the City to
Amend Agreements for CNG Station
December 20, 2022
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capture a percentage of the CARB and EPA annual credits valued at $0.67 per gasoline
gallon equivalent (GGE), and fund the capital improvements with City funds.
The amended Maintenance Agreement (Exhibit 3) allows for a fully maintained and
warrantied RNG dispensing station as well as maintaining the public-facing station and
facilitating the administration of credit card transactions.
Staff recommends amending the Design-Build Agreement, RNG Dispensing
Agreement, and Maintenance Agreement with OPAL Fuels Station Services, LLC to
better serve the renewable natural gas fueling needs of both the City and the community
at large.
ENVIRONMENTAL IMPACT
There is no environmental impact associated with the actions. However, according to the
California Air Resources Board and the United States Environmental Protection Agency,
the use of CNG vehicles and RNG in place of gasoline or diesel has an immediate positive
impact on air quality by reducing greenhouse gas emissions.
FISCAL IMPACT
Design-Build Agreement: Funds identified for the design and construction portions of this
project totaling $4,972,151, including the requested appropriation adjustment, are shown
below. Water and Sewer Enterprise Funds used for this portion of the project will be
budgeted in future fiscal years and will be recovered through exclusion of the standard
fuel markup incurred by other City departments or sections.
Fiscal
Year
Accounting
Unit
Fund
Description
Accounting Unit,
Account Description Amount
2022-23 03117101-
66220
Air Quality
Improvement
Fleet Services-Air
Quality Improvement,
Improvements Other
Than Buildings
$1,138,300
2023-24 06017641-
66400 Water Water Maintenance,
Machinery & Equipment $3,333,851
2023-24 05617640-
66400
Sanitary
Sewer
Service
Sanitary Sewer Service,
Machinery & Equipment $500,000
Total $4,972,151
Maintenance Agreement: The five-year operation and maintenance agreement, with one,
five-year renewal option, will be budgeted in the fiscal year in which the City anticipates
the construction will be completed and appropriated in future fiscal years as shown below.
Revenue from the sale of RNG credits, estimated be $50,920 per year at $0.67 per GGE,
will help offset the maintenance costs and will be received into Stores & Property Control
revenue account 07617002-56001.
Amend Agreements for CNG Station
December 20, 2022
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Fiscal
Year
Accounting
Unit
Fund
Description
Accounting Unit,
Account Description Amount
2023-24 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $54,600
2024-25 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $55,637
2025-26 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $56,694
2026-27 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $57,772
2027-28 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $58,869
Renewal Option:
2028-29 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $59,988
2029-30 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $61,128
2030-31 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $62,289
2031-32 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $63,473
2032-33 07617102-
63300
Stores &
Property
Control
Stores & Property
Control, Gas & Diesel $64,679
TOTAL $595,129
EXHIBIT(S)
1. Design-Build Agreement
2. RNG Dispensing Agreement
3. Maintenance Agreement
Submitted By: Nabil Saba, P.E., Executive Director – Public Works Agency
Amend Agreements for CNG Station
December 20, 2022
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Approved By: Kristine Ridge, City Manager
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THIS AMENDED AND RESTATED DESIGN-BUILD
AGREEMENT FOR CNG STATION WITH OPAL FUELS STATION SERVICES
THIS AMENDED AND RESTATED DESIGN-BUILD AGREEMENT
(“Agreement”) is entered into this 20th 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
(“Pro ject”).
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 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
the terms and conditions hereinafter set forth, the part ies agree as follows:
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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 a ny
extension periods exercised under 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 t he Contract Price so t hat Cont ractor 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 t he following information at a min imu m: (i)
Contractor’s invoice number, (ii) beginning and ending dates for services, (iii) City project
number and/or name (if applicable), (iv) work si te address/location (if applicable), and (v)
tasks or deliverables co mpleted and % of total services completed. Within fifteen (15)
business da ys of r eceipt, 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 Ci ty shall be made wi thin for ty-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 RFP 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,
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equipment, and services to be provided by Contractor.
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 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 are not embodied herein. Nothing contained in this Agreement shall create, nor be
interpreted to create, privity or any other 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 the following 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 construction 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
construction 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 to City 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 terms of a change order or supplemental
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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 of such 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
no tes 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 WORK
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.
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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 hardscaping, 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 with the 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,
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.
10. 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 04) or the general
aggregate limit shall be twice the required occurrence limit.
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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 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 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
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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
faithful 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
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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 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.
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 disclo se 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
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confidentiality; (d) is required to be dis closed 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,
direct or 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
or mailed by first 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
10
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 President 10225
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@opalfuels.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 the transmitting fax machine, addressed as set forth above. For purposes of
calculating these time frames, 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 this Agreement 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.
11
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. As a condition of such payment, the Executive Director may require Contractor to deliver
to the 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
will 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 failure of Contractor to promptly
cure any default as required by this Section. City’s election to terminate the Agreement for
12
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 under 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
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.
13
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
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.
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 exe mptions. 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 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. I f any provis ion of t his Agreement or t he app lication t hereof to any person or
circ umstance sha ll, t o any extent , be inva lid or unenforceable, t he remainder of t his
Agreement, or t he application of such t erm or pro vision to persons or circ umstances ot her
t han t hose as to which it is held inva lid or unenforceable, shall not be affect ed t hereby,
and each such t erm of t his Agreement shall be va lid and be enforced to t he fu llest 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]
14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST: CITY OF SANTA ANA
___________________________ ________________________
KRISTINE RIDGE
Clerk of the Council City Manager
APPROVED AS TO FORM:
Sonia R. Carvalho, City Attorney
_____________________________
By: JOSE MONTOYA
Assistant City Attorney
RECOMMENDED FOR APPROVAL: CONTRACTOR
__________________________ _______________________________
NABIL SABA P.E. By: SCOTT EDELBACH
Executive Director of Title: Executive Vice President
Public Works Agency
EXHIBIT A
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
CNG Time Fill/Fast Fill Fueling Station Proposal
Created Exclusively for City of Santa Ana
07/07/2022
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
General Station Layout for City of Santa Ana
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
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]
Compressor
Per Min.
Production
GGE
Per Min.
Production
DGE
Per Hr.
Production
GGE
Per Hr.
Production
DGE
Per 6 Hr.
Production
GGE
Per 6 Hr.
Production
DGE
Per 12 Hr.
Production
GGE
Per 12 Hr.
Production
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:
• Qty 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.
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
Performance Characteristics of Quoted Dispensers with Storage
Hose Type Flow Rating Hose
QTY GPM GPM per 15
Min
GPM per
Hour
GPM per 4
Hours
Standard Flow Hoses Max. 14 GPM Avg. Fill 5 GPM
per hose 1 5 75 300 1200
Commercial High Flow
Hoses
Max. 25 GPM Avg. Fill 9 GPM
per hose 1 9 135 540 2160
Total 2 14 210 840 3360
Opal Fuels looks forward to earning your valued business.
Steve Breeze
Opal Fuels Sales Representative
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
TIME FILL/FAST FILL STATION EQUIPMENT OVERVIEW
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.
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
Assumptions: Opal Fuels takes no responsibility for the unforeseen. Opal Fuels assumes that the soil is not
contaminated and is suitable for backfill.
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
EQUIPMENT OVERVIEW
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 O-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 lbs 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 I/O
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
I/O Arrangement (Max I/O Indicated) 32 DI / 16 DO / 20 AI / 4 AO
Mounting Location of Controller On-skid, UL NNNY, 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
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
COMPRESSOR AREA EQUIPMENT
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 37'L 20" 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
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
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% 3/4� JS3B-10 pre-coalescer
filter and 1� 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.
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
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 B402/B402T, 3A:40B:C/ 25-gallon water equivalent
• Safety Signs at dispenser area
• Safety Signs at dispenser area and time fill areas
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
TIME-FILL/FAST-FILL AREA AND EQUIPMENT
TIME-FILL/FAST FILL DISPENSER PROVISION - 1 Cabinet(s) - Included
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 - Qty 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) - Qty 10 - Included
The guardrail and steel posts supplied and installed for the guardrail mounting system are composed of
galvanized steel. Posts are typically spaced 7' on 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. - Qty 30 - Included
When choosing caisson protection, the area will include 3' tall - 4" concrete-filled steel protective bollards
anchored in an 18" dia. base, 3' in 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 - Qty 1 - Included
Rental for equipment offload at site
Electrical per Dual Time Fill Post - Qty 20 - Included
Electrical per Dual Time Fill Post
Comdata Credit Card Reader - Qty 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 - Qty 1 - Included
Credit Card Reader Installation Labor
Weights and Measures - Qty 1 - Included
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
Weights and Measures Certification for public resale.
16' x 24' - 1 Fuel Island / 2 Lane (4 Lights) - Qty 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) - Qty 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 - Qty 20 - Included
Dual-Hose Post with 25 ft hose (NGV 1 Type 2) - {QTY}
TF filter assembly (2 filters on stand per TF run) - Qty 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 - Qty 1 - Included
This includes a 10' 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.
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
MHP from compressor to TF run (ft) - 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 High Flow / Low Flow (1/2" and 3/8" Hoses) - Qty 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 70°F. The dispenser has the capability
of filling two vehicles simultaneously.
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
WARRANTY OVERVIEW
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 & material.
For warranty issues and clarifications related to station construction and time-fill hoses contact:
Customer Service/Warranty
Opal Fuels
3570 81st 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 12 months from start date Parts and Labor
Methane Detection System (Shop) 12 months from start date Parts Only
Compressor (ANGI components) 12 months from start date Parts and Labor
All other quoted equipment (dryers, dispensers, etc.) 12 months from start date Parts Only
Compressors (Ariel Only)
All components 12 months from start date Parts and Labor
Cylinder bodies, Pistons, Piston Rods 24 months from start date Parts Only
Crankshaft, Crankshaft Casting, Connecting Rods, Crossheads,
Crosshead Guide Castings 36 months from start date Parts Only
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
Crankshaft, Crankshaft Casting, Connecting Rods, Crossheads,
Crosshead Guide Castings when maintained with 100% Ariel OEM
replacement parts
72 months from start date Parts Only
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 81st St NW, Oronoco MN 55960
Phone: +1 (844) 226-0256
Email: servicedept@opalfuels.com
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
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.
Schedule of Values Price Item
Engineering
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
07/07/2022 - Proposal No: Q-00390 Quote Valid until: 12/31/2022
Opal Fuels - 10225 Philadelphia Court, Rancho Cucamonga, 91730 | 909-793-3700 | (fax) 909-793-8056 | www.opalfuels.com
OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
Master RNG Dispensing Agreement December 20, 2022
Set forth below are the terms and conditions of this master agreement (the “Master Agreement”) pursuant to
which City of Santa Ana (“Dispenser”) appoints OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC,
(“Supplier”) as supplier of renewable natural gas (“RNG”) at the Stations (as defined below). Dispenser and
Supplier are each sometimes referred to herein as a Party or, together, as Parties to this Master
Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the
glossary of terms attached hereto as Appendix A.
1. Dispensing Program. During the Term, Supplier will supply RNG to compressed natural gas (“CNG”)
stations owned by, or controlled by, or under contract with Dispenser listed in the applicable transaction
confirmation (substantially in the form attached hereto as Appendix B, each a “Transaction
Confirmation”), as may be amended from time-to-time as provided below (collectively, the “Stations”)
and Dispenser will accept such RNG for dispensing at the Stations, in accordance with the terms and
conditions of this Master Agreement and the applicable Transaction Confirmation(s).
In exchange for Dispenser’s ascription of the Environmental Attributes to the dispensing of RNG and
provision of related documentation to Supplier as set forth in this Master Agreement and the applicable
Transaction Confirmations, Supplier will pay Dispenser the Dispenser Share, as defined in the applicable
Transaction Confirmation.
2. Term of Master Agreement.
Start Date: January 1, 2023
End Date: later of (i) the expiration date of any open Transaction Confirmation issued in accordance with
this Master Agreement, or (ii) September 30, 2032.
Renewals: There will be automatic renewals of this Master Agreement of one year unless either party
terminates by providing written notice to the other party at least 180 days prior to the end of the
expiration of the Term.
3. Exclusivity. Dispenser hereby grants Supplier the exclusive rights to the to the Environmental
Attributes associated with all Vehicle Fuel dispensed as Biogas by Dispenser at the Stations during the
Term of this Master Agreement and the associated Transaction Confirmations.
4. Qualified Facility Requirements and Registrations. In order to be included in the Dispensing
Program, the Stations must be Qualified Facilities and have completed Registrations. Dispenser and
Supplier agree to cooperate to (i) to ensure that the Stations are Qualified Facilities and are compliant
with all applicable legal or regulatory requirements, and (ii) obtain and maintain the required
Registrations, eligible pathway approvals and certifications for the Stations.
5. General Obligations. During the Term of this Master Agreement, Supplier shall, at Supplier’s cost
and expense, generate and monetize any and all regulatory or voluntary credits, including RINs and
LCFS Credits, from Environmental Attributes, howsoever entitled, associated with all Vehicle Fuel
dispensed as Biogas by Dispenser at the Stations. Except as relates to the Dispenser Share, Supplier
will be entitled to retain the value of such Environmental Attributes, provided, however, that
Dispenser shall continue to receive any federal or state alternative fuel tax credits associated with the
use of CNG as Vehicle Fuel.
Dispenser hereby disclaims any interest in, and represents and warrants that it has not and will not grant
any interest in, any Environmental Attributes that are or may be attributed to Vehicle Fuel dispensed as
Biogas by Dispenser at any Station during the Term of this Master Agreement.
6. Environmental Attributes. In accordance with the federal Renewable Fuel Standard Program
(“RFS”), for each Transaction Confirmation under this Master Agreement, Supplier will ascribe
OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
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 CARB,
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 TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
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 Party 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 TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
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@opalfuels.com
OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
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• www.opalfuels.com
20. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Master Agreement (and
all Transaction Confirmations issued hereunder) shall be governed by and construed in accordance with
the internal laws of the State of California without giving effect to any choice or conflict of laws provision
or rule (whether of the State of California or any other jurisdiction) that would permit or require the
application of the laws of a different jurisdiction. ANY LEGAL SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR BASED UPON THIS MASTER AGREEMENT OR ANY TRANSACTION
CONFIRMATIONS MAY BE INSTITUTED IN CENTRAL DISTRICT OF CALIFORNIA – SOUTHERN
DIVISION COURT OR THE COURTS OF THE STATE OF CALIFORNIA, IN EACH CASE LOCATED IN
THE COUNTY OF ORANGE IN THE CITY OF SANTA ANA, AND EACH PARTY IRREVOCABLY
SUBMITS TO THE EXCLUSIVE ORIGINAL JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT,
ACTION OR PROCEEDING. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY
OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH
COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES KNOWINGLY,
VOLUNTARILY AND INTELLIGENTLY WAIVES THEIR RESPECTIVE RIGHT TO A JURY TRIAL IN
ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS MASTER AGREEMENT OR
ANY TRANSACTION CONFIRMATION.
21. Counterparts. This Master Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall be deemed to be one and the same Master
Agreement. A signed copy of this Master Agreement delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as delivery of an original signed
copy of this Master Agreement.
[Signatures on the following page]
OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
Acknowledged and agreed,
ATTEST: CITY OF SANTA ANA
___________________________ ________________________
KRISTINE RIDGE
Clerk of the Council City Manager
APPROVED AS TO FORM:
Sonia R. Carvalho, City Attorney
_____________________________
By: JOSE MONTOYA
Assistant City Attorney
RECOMMENDED FOR APPROVAL: CONTRACTOR
__________________________ _______________________________
NABIL SABA P.E. By: SCOTT EDELBACH
Executive Director of Title: Executive Vice President
Public Works Agency
OPAL Fuels Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
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 CI 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/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
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/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
White Plains, NY 10601
www.opalfuels.com
Attn: Juan Reina
Phone: 914-421-4900
Email: noticeofficer@opalfuels.com and jreina@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.
1 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 CI
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 Station Services LLC, f/k/a TruStar Energy LLC – One North Lexington Avenue, White Plains, NY 10601• www.opalfuels.com
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: _____________________________ By: ___________________________
Name: Kristine Ridge Name:_________________________
Title: City Manager Title: _________________________
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 20th 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 215 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 Design-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.
I. 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 purposes 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 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.
Page 3 of 10
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 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 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
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:
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 from 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 connection 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 10
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 personnel 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 shall 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.
c.
All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
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:
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
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
EXHIBIT A
Douglas Howell, Vice President of Service & Maintenance
3570 81st 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”.
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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 term of the
agreement
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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.
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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.
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
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:
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For emergency 24-hour service: (844) 236-7562
For parts & oil: Cathy Cartland, ccartland@opalfuels.com, D:(678) 283-0213 O:(844) 226-0256
For billing questions: Valerie Sweig, vsweig@opalfuels.com, D:(507) 218-4502 O:(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.
•
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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.
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
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
Logging
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Log running hours
Log temperatures
Log suction pressure
Log inter-stage pressures
Log oil levels and usage
Compressors
Check oil consumption and oil levels•
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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
Clean/inspection 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
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
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
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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
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Verify and test operations
Test equipment to meet OEM design criteria
Repair and replace defective equipment
Inlet Gas Dryer
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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
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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.
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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
1000 Hours – change oil in blower
2000 Hour Intervals
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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
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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.
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
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)
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960
SERVICE AGREEMENT – ALL INCLUSIVE 100% WARRANTY
10225 Philadelphia Court
Rancho Cucamonga, CA 91730
One North Lexington Ave
White Plains, NY 10601
3570 81st Street NW
Oronoco, MN 55960