HomeMy WebLinkAboutOPAL FUELS STATION SERVICES, LLC (FROMERLY TRUSTAR ENERGY, LLC) (3)INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
Cf A <
CLERK OF COUNCIL
DATE:
A-2022-245
o THIS AMENDED AND RESTATED MAINTENANCE
N AGREEMENT FOR CNG STATION WITH OPAL FUELS STATION SERVICES
0
— THIS AMENDED AND RESTATED MAINTENANCE AGREEMENT
Cie_ ("Agreement') is entered into this 20" day of December 2022, by and between OPAL, Fuels Station
Services LLC (Formerly TruStar Energy, LLC) ("Contractor"), and the City of Santa Ana, a charter city
and municipal corporation duly organized and existing under the Constitution and laws of the State of
California ("City'.
Pw A Te< l i go, Z �- (5M)1
RECITALS
A. The City desires to retain a contractor having special skill and knowledge to design, build and
maintain a new CNG station to be located at 21.5 South Center St, Santa Ana, CA 92703
("Project").
B. For this purpose, the City issued Request for Proposal No. 20-095, by which the City invited
proposals for the Project. Following evaluation by the City ofall 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 4A-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")
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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 wort( 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.
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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,
b. 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 Porm 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,
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4. Professional Lrability(Frrors and Omissions) Insurance appropriates to the Contractors
profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000
aggregate.
If the Contractor maintains broader coverage and/or higher limits than the minimums shown
above, the City requires and shall be entitled to the broader coverage and/or the higher limits
maintained by the contractor. Any available insurance proceeds in excess of the specified
minimum limits of insurance and coverage shall be available to the City.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional
insureds on the CGL policy with respect to liability arising out of work or operations performed
by or on behalf of the Contractor including materials, parts, or equipment 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 fors if later revisions used).
Primary Coverage
Foi 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 oflnsurers
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 Policdes
If any of the required policies provide coverage on a claims -made basis:
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1. The Retroactive Date must be shown and must be, before the date of the contract or the
beginning of contract work.
2. Insurance mast be maintained and evidence of insurance must be provided for at least j ve
(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 mast
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 ofthe applicable policy language effecting coverage required
by this clause) and a copy of the Declarations and Endorsement Page of the CCL policy listing all
policy endorsements to Entity before work begins. However, failure to obtain the required
documents prior to the workbeginning 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. INDEMNfFICATIQN
Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liabilitylby 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 suffer ed, .
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 in' demnity shall be limited, to the extent required by Civil.
Code Section 2782.8, to claims that arise out of, pertain to, or retate to the negligence, recklessness,
or willful misconduct of the Contractor. r+ }
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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 patty ("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 agmes 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.
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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 acid 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 sucii case
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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 Skate 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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully
set forth in the body of this Agreement.
C. If any provision of this Agreement or the application thereof to any person or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons or circumstances
other than those as. to which it is held invalid or unenforceable, shall not be affected
thereby, and each such term of this Agreement, shall be valid and be enforced to the
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fullest extent permitted by law.
d. No action or failure to act by City or Contractor shall constitute a waiver of a right
or duty afforded them under this Agreement, nor shall such action or failure to act
constitute approval of or acquiescence in a breach thereunder, except as may be
specifically agreed in writing
21. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement
shall be in writing and shall be deemed to be properly given if delivered in person or mailed by
first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in
the manner provided in this Section, to the following persons:
,To City:
Cleric of the City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
To Contractor:
Opal Fuels Station Services LLC
Attn: Douglas Howell
Vice President of Service & Maintenance
3570 81st Street NW
Oronoco, MN 5596013mail: dhowell@opal:fuels.com
Page 9 of 10
With a copy to:
OPAL Fuels Station Services LLC
Attn: General Counsel
One North Lexington Avenue, Suite 1450
White Plains, New York 10601
Email: noticeofficer@opalfuels.com
A 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 facsimile machine, addressed as set forth above. For purposes of calculating these
time fi•ames, weekends, federal, state, County or City holidays shall be excluded.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
(;et k orthe Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
City Attorney
Bv:
Jose Montoya
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Nabil Saba
Executive Director
Public Works Agency
CITY OF SANTA ANA
Kristine Ridge
City Manager
1A Howell
President of Service & Maintenance
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A PA
y Douglas Howell, Vice President of Service & Maintenance
FUELS ^ 3570 81"Street NW
Oronoco, MN 55960 • 507-208-9278
dhowell@opalfuels.com
SERVICE AGREEMENT— ALL INCLUSIVE 100% WARRANTY
Date: 7/20/2022
City of Santa Ana
215 South Center St
Santa Ana, CA 92703
Location and estimated annual station production:
- 215 South Center St, Santa Ana, CA — 77,000 GGE
The locations referred to in above are referred to herein collectively as the "CNG Stations" and each
individually as a "CNG Station."
SERVICE TYPE INCLUDED IN ALL INCLUSIVE AGREEMENT:
Each visit will include but will not be limited to the elements outlined under the "Preventative
Maintenance General Terms
• All consumables
• All service parts
• All compressor major and minor rebuilds — including electric motors
• All equipment warranty and parts fulfillment —100% fill coverage during the tern of the
agreement
• All scheduled required labor
• All unscheduled, emergency, labor
• Weekly and Bi-Weekly service visits with a minimum of 5 hours on site at each visit
• 365/24/7 station remote monitoring
• On site response time on full station outage — 6 hours or less
• On site response time for partial station outage — 24 hours or less
• Dedicated service van and technician
• On site storage of daily and weekly required consumables
OPAL Fuels will offer the additional ongoing services related to the installed Public Fueling Dispenser.
• OPAL Fuels will service the public Comdata Fuel Management System
• Estimated monthly volume — 1,000 Gallons
• The City of Santa Ana will pay the monthly service charge is to keep the Comdata system active
to support 3rd party credit cards. The monthly fee to support the Comdata system is included in
the total charges identified in the maintenance agreement.
• OPAL Fuels will work with the City of Santa Arta Accounting to set up accounts with common
credit card companies such as Visa, Mastercard, AMEX and Heartland for Clearing card
transactions.
In addition to the annual Comdata activation fee, there is a settlement fee of 3-6% on the amount
of fuel dispensed charged by the credit card companies for each card transaction.
SERVICE AGREEMENT— ALL INCLUSIVE 100% WARRANTY
The City of Santa Ana will get a check direct from the bank (Clearing House for Credit Cards)
with the amount charged to the customer minus the 3-6% fee.
Opal Fuels will install a Wireless Communication Panel on site to provide real time/minute by minute
status of each CNG Station. This Communication Panel will log station operation and activity to help
predict maintenance failures before they happen. This information will be available on a cloud -based
server for both Opal Fuels and the customer. This allows Opal Fuels to provide 365/24/7 station
monitoring.
OPAL FUELS SUPPORT:
For emergency 24-hour service: (844) 236-7562
For parts & oil: Cathy Cartland, ccartland(d)opalfuels.com, D:(678) 283-0213 0:(844) 226-0256
For billing questions: Valerie Sweig, vsweig(d�onalhiels.com, D:(507) 218-4502 0:(844) 226-
0256
PREVENTATIVE MAINTENANCE — GENERAL TERMS:
• A Opal Fuels technician will be on site weekly/bi-weekly to provide maintenance services.
• A Opal Fuels technician will visit with the site manager at the beginning of the site visit to get a
list of any known deficiencies that require attention and need correction.
• Opal Fuels personnel shall prepare and provide the client with a (PM) Service Repots at the
conclusion of each (PM) or repair event. This report shall detail (PM) activities, actions taken,
and list potential future hard parts replacement events.
• Opal Fuels shall perform such (PM) set -vices dining nonual 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 tabor caused by customer
negligence such as trucks driving away with connected hoses and equipment hit and damaged by
trucks. Prior to invoicing, Opal Fuels will discuss damage with the customer site manager and get
sign off for the repairs. Customer will reserve the rights to replace or repair customer damaged
items at their own expense.
• Opal Fuels will not be responsible for damages due to acts of nature, such as fire, flood, unusually
severe weather, etc., resulting in additional costs due to interruption of electrical power or other
utilities, equipment failure or damage reasonably beyond its control. Customer and Opal Fuels
shall notify each other as soon as reasonably possible following the occurrence of an event as
described. Additional costs for replacement or repair will be discussed with the customer and
signed off prior to invoicing.
• All major compressor rebuilds will be done by Ariel or Sauer factory trained and certified
compressor master technicians.
• Below are the tasks required to maintain each CNG Station that Opal Fuels will be providing
along with weekly inspection reports filled out by the site technicians and made available to the
customer.
SERVICE AGREEMENT— ALL INCLUSIVE 100% WARRANTY
PREVENTATIVE MAINTENANCE SCHEDULE- Maintenance Checklist and Duties Guideline
performed by Opal Fuels.
Tasks included in P.11 agreement are done ky Opal Fuels fhctnrr brained Gehl service techniciarr.c,
Compressors & Related Equipment
LoL2ing
• Log running hours
• Log temperatures
• Log suction pressure
• Log inter -stage pressures
• Log oil levels and usage
Compressors
• Check oil consumption and oil levels
• Check leak rate of mechanical seals
• Drain effluents from receiver tank
• Leak check pressurized loop — look and listen for leaks
• Run to operating conditions; if able
• Record operating temperatures
• Record operating pressures
• Record motor FLA
• Observe & record unusual conditions
• Observe compressor control operations
• Observe priority or buffer fill operation
• Fill vehicles as available
• Observe dispenser operations
• Check gas dryer operations
• Inspect suction filter: change as required
• Replace all inter -stage filter elements, as applicable to manufacturers requirements
• Exchange motion work oil and filter; as applicable and to manufacturers requirements
• Clean motion work oil strainer during oil changes
• Inspect clean discharge check valves
• Check inter -stage check valves for contamination
• Clean v-belt grooves of flywheel and motor pulleys
• Check condition of v-belt and belt tension
• Cleardinspection 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 aligmitent
• Torque all cylinder heads (machine warns and in standstill condition)
Dispensers- Fast Fill (if applicable)
• Verify on/off switch operations
• Visually inspect tubing, piping, and valves for leaks and abnormalities
SERVICE AGREEMENT - ALL INCLUSIVE t00% 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 fimctions
• Verify 4,250-psig maximum fill pressure limits
Dispensers -Time Pill
• Visually inspect tubing, piping, mid valves for leaks and abnormalities
• Check and drain inlet filters
• Verify ESD control functions and safety equipment
Methane Gas Detection Sensors
• Verify and test operations
• Test equipment to meet OEM design criteria
• Repair and replace defective equipment
Inlet Gas Dryer
• Monthly - Drain pre -filter, blower house, and sump
• Monthly - check differential pressure across pre -filter and after -filter elements. Replace if
required when gauge is approaching red zone or 3-5 PSID
• Monthly - check dewpoint for reading below -40F. If above, then regenerate dryer
• Monthly - check and maintain operating conditions: pressure, flow, temperature within the design
of parameters of the dryer.
+ Six Months - recalibrate/chock span of moisture analyzer
• Six Mouths - replace pre -filter, after -filter, and separator elements if needed
• Annually - regonerate dyer, check regeneration cycle to ensure working properly
• 1000 Hours - change oil in blower
2000 Hour Intervals
• Post compression coalescing filter element replacement
• Compressor frame oil replacement (crankcase oil)
• Compressor frame oil replacement (cranlcase oil filter)
• Compressor oil strainer element cleaning
• Force feed lubricator box lube oil replacement
• Force feed lubricator filter replacement
• Compressor interstage coalescing filter element replacement
• Driver motor lubrication (grease bearings per manufacturers recommendations)
3000 Hour Intervals
• Post compression coalescing filter element replacement
4000 & 8000 Hour Intervals - Compressor Rebuild
• Post compression coalescing filter element replacement
• Compressor frame oil replacement (crankcase oil)
• Compressor frame oil replacement (crankcase oil filter)
• Compressor oil strainer element cleaning
• Force feed lubricator box lube oil replacement. -
i B225 Phdadelnhia Ccud Or:e;y; r5; �Xirgton Avc- WOO- Sveci dw
,Rancho Ccicaawgfj. GA 9! 7:30 at+.?e Pla-ts: C1Y'IOG01 O n;r ocn. AJh! 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, eto.)
• Compressor soft foot measure & record (correct if needed per Ariel spec)
• Compressor to driver aligmnent & record (correct if needed per Ariel spec)
70215 r''!�i!nde!phia CmM O;:a Nr):it Lexington A.c 35 at;? street (vtV
B.a�et!t> currnnntra. CA Si--0 jy ;+ta F'ia+ns, P!Y Nc9is;i a - a5vc':G
SERVICE AGREEMENT —ALL INCLUSIVE 100"InWARRANTY
TruStar
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TruStar
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chalk Fee=aG+gvshe•s nspecv o, date. c+an,e. d n.:n a�d aa,:em a-t amen.. _-a pmam >s'q oald
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flat. Sectic"a and hem a War. li(h COmmemk
SERVICE AGREEMENT - ALL INCLUSIVE 100% WARRANTY
TruStar
Energy
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"Conn 75M O N%V voint re3ding G -16C ro aB to -. 1e0]'e re?en of dryer
"'OP = Differenval Pressure - Change fiher 0 1 10 od a
SERVICE AGREEMENT - ALL INCLUSIVE 100% WARRANTY
TruStar
Energy Sery
Service ®fi¢
Garpam¢ ��¢
33?931r. StrccS 314/
1W22S Fnl:6eluhia Q.
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Wncho iuomona. C� 91i30
f8=t:Z36-]562
fMYJli9}}:00 .ervlcdepr$eu;crene �� cored
SERVICE AGREEMENT - ALL INCLUSIVE 100% WARRANTY
One Non'bLayng-oo Ave
Rancho !11,caoiooga. CA Mmo Altil"M K, NclF, 0
Amov
Zavala, Talisa
From: City of Santa Ana <certificate-request@ctraxjdidata.com>
Sent: Monday, January 30, 2023 11:27 AM
To: Sbreeze@opalfuels.com; Fernandez, Armando; certificates@robinsins.com; Aguirre,
Robert; Zavala, Talisa
Subject: Internal Notice of Compliance
NOTICE OF COMPLIANCE
CITISTAFF: PRINT THIS PAGE AND INCLUDE %%IT[I AGREEMENT FO IIIE CLERK OF THE ( 0( NC'II-
Contractor Opal Fuels Station Services LLC
Name:
Project TBD (042)
Number:
Project This Amended And Restated Design -Build Agreement For CNG Station
Name: With Opal Fuels Station Services
The Certificate otdnsurance (COI) submitted indicates that the coverages are in compliance with the
insurance requirements. No further action is required at this time.
The compliant coverage(s) are:
TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME
NUMBER DATE
Risk Management
AUTOMOBILE LIABILITY
TRAU305122
06/02/2023
01/19/2023
GL Dec
Endorsements
1.19.23.pdf
Risk Management
GENERAL LIABILITY
EPK139845
06/02/2023
01/19/2023
GL Dec
Endorsements
1.19.23.pdf
Risk Management
GENERAL LIABILITY
EPK139845
06/02/2023
01/19/2023
GL Dec
Endorsements
1.19.23.pdf
WORKERS COMPENSATION AND
cert_NYC_City of
EMPLOYERS' LIABILITY
71927340AOS
01/01/2024
01/20/2023
Santa
Ana— II189116_9.pdf
1