SPECIAL PROVISIONS ATTACHED TO AND FORMING PART OF
THE BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
Dated _______________
by and between
City of Gardena
and
Clean Energy Renewable Fuels, LLC
These Special Provisions shall supplement and, where applicable, modify and supersede, the Base Contract for Sale and Purchase of Natural Gas (the “Base Contract”) by and between City of Gardena and Clean Energy Renewable Fuels, LLC. Capitalized terms used but not defined in these Special Provisions shall have the meanings ascribed to them in the Base Contract. Sections referenc ed in these Special Provisions refer to a Section of the General Terms and Conditions of the Base Contrac t, unless stated otherwise.
SECTION 1. PURPOSE AND PROCEDURES
Delete Section 1.4 in its entirety.
SECTION 15. MISCELLANEOUS
Delete Section 15.10 in its entirety.
IN WITNESS WHEREOF, the parties have executed these Special Provisions to supplement and, where applicable, to modify and supersede, the Base Contract by and between the parties.
CLEAN ENERGY RENEWABLE FUELS, LLC CITY OF GARDENA
By:____________________________________________________ Name: Robert M. Vreeland
Title: Chief Financial Officer
By:____________________________________________________ Name: Tasha Cerda
Title: Mayor
Docusign Envelope ID: 9779A4E5-BD07-447F-8D59-65B78EE3D6A0
Contract ID# 6553
TRANS
ACTION CONFIRMATION
FOR IMMEDIATE DELIVERY
Date:
Transaction Confirmation #:
COG001-TC01
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated ______________.
The terms of this Transaction Confirmation are binding upon execution by the parties.
SELLER:
Clean Energy Renewable Fuels, LLC
Attn:
Jen Komonchak
Phone: 949-437-1251
Base Contract No. COG001
BUYER:
City of Gardena
Attn:
Dana Pynn
Phone: (310) 965-8811
Contract Price:
Contract Price ($/MMBtu)
The “Contract Price” (per MMBtu) means the First of the Month Index Price for Monthly Deliveries at the Delivery Point as published by the McGraw -Hill Companies, or any successor- in-interest thereto, in the Platt publication, Inside FERC Gas Market Report, first of month publication, under the table “Market Center Spot Prices”, for the delivery Month under the column “Index”, under the table “South Louisiana”, in the row labeled “Henry Hub”.
Delivery Period: The Delivery Period shall begin on the Start Date (as defined below) and end on the two (2) year anniversary of the Start Date, provided that upon the mutual written agreement of the Parties, the Delivery Period may be extended for three (3) additional one (1) year options.
The “S
tart Date” shall be (a) within forty-five (45) days following the day this Transaction Confirmation is executed by Seller and Buyer, and (b) reasonably determined by Seller and stated in a written notice (email to suffice) provided by Seller to Buyer at least five (5) days in advance.
Performance Obligation and Contract Quantity: (Select One) Fir
m (Fixed Quantity): Firm (Variable Quantity): Interruptible:
MMBtus/day 0 MMBtus/day Minimum Up to __________
MMBtus/day.
EFP 155 MMBtus/day Maximum (“Max Daily Quantity”)
Per
formance Obligation: During each month of the Delivery Period of this Transaction Confirmation, Seller will deliver to Buyer, and Buyer will purchase, Biogas in identical corresponding volumes to Seller’s purchases of Conventional Gas (as defined below) from Buyer under Transaction Confirmation # COG001-TC02 (between the parties and dated ____________________) during such month.
Docusign Envelope ID: 593D16A0-5702-4451-908C-2B8BA07935E7
Contract ID# 6553
The Variable Quantity shall be made up of Biogas. Buyer acknowledges that the delivered quantities of Biogas will fluctuate and agrees to receive all Biogas, up to the Max Daily Quantity. Seller shall be the exclusive provider of Biogas to Buyer at the Delivery Point during the Delivery Period.
B
uyer and Seller acknowledge and agree that there is no minimum amount of Biogas that will be delivered by Seller to the Delivery Point during the Delivery Period and that Seller shall determine, in Seller’s sole discretion, the amount of Biogas Seller delivers to the Delivery Point.
Delivery Point: The Delivery Point shall be Buyer’s Southern California Gas Company (“SoCalGas”) meter interconnect at Buyer’s California compressed natural gas (“CNG”) station listed in Exhibit A (“Station”), which is attached hereto and incorporated herein by reference.
Definitions:
“Advanced Biofuel” means a renewable fuel as set forth in the EPA RFS program (40 C.F.R. § 80.1401 (2012)), other than ethanol derived from corn starch, and which must achieve a Lifecycle Greenhouse Gas Emission displacement of fifty percent (50%) compared to the baseline Lifecycle Greenhouse Gas Emissions. “A
lternative Fuel” means any transportation fuel that is not California reformulated gasoline or a diesel fuel, including but not limited to, those fuels specified in the California Low Carbon Fuel Standard (Cal. Code Regs. tit. 17, § 95480.1(a)(12) (2010).).
“B
lue Gas LCFS Credits” means LCFS Credits which are generated by Seller when Conventional Gas is dispensed from the Station as a Blue Gas Vehicle Fuel.
“B
lue Gas Vehicle Fuel” means CNG derived from Conventional Gas and used in transportation vehicles. “B
iogas” or “RNG” means pipeline quality Gas derived from the decomposition of organic matter that meets the EPA RFS eligibility requirements as either an Advanced Biofuel or Cellulosic Biofuel. “CARB” m
eans the California Air Resources Board or its successor agency and policies established under the California Low Carbon Fuel Standard Regulation, (Cal. Code Regs. tit. 17, §§ 95480 – 90 (2010).), (collectively, the “LCFS”) applying to any transportation fuel that is sold, supplied, or offered for sale in California. “Cellulosic Biofuel” means a renewable fuel derived from any cellulose, hemi- cellulose or lignin that has lifecycle greenhouse gas emissions that are at least sixty percent (60%) less than the Baseline Lifecycle Greenhouse Gas emissions (as set forth in the EPA RFS program (40 C.F.R. § 80.1401 (2012)). “CI” or “ Carbon Intensity” means the quantity of life cycle greenhouse gas emissions, per unit of fuel energy, expressed in grams of carbon dioxide equivalent per megajoule (gCO2e/ML) as defined in the LCFS (as amended or replaced with a subsequent program).
“Conventional Gas” means Gas other than Biogas.
“Disqualified Biogas ” means Gas that was initially determined by the parties upon delivery to be Biogas but subsequently becomes disqualified as Biogas by not satisfying the requirements of the EPA Renewable Fuels Standard or the CARB LCFS.
“EPA” means the United States Environmental Protection Agency.
Docusign Envelope ID: 593D16A0-5702-4451-908C-2B8BA07935E7
Contract ID# 6553
“EPA Renewable Fuels Standard” or “EPA RFS” means the renewable energy program and policies established by the Environmental Protection Agency and published on March 26, 2010 (at 75 Fed. Reg. 14670) and which became effective on July 1, 2010.
“First Fuel Reporting Entity” means the first entity responsible for reporting in the LRT -CBTS (LCFS reporting tool-credit and banking transfer system) for a given amount of fuel. This is the entity that initially holds the status as the fuel reporting entity and the credit or deficit generator but may transfer either status pursuant to sections 95483 or 95483.1.
“Green Attributes” means any and all attributes, including Lifecycle Greenhouse Gas Emissions, associated with the production, sale and use of Biogas as an Advanced Biofuel, Cellulosic Biofuel, low carbon fuel or Alternative Fuel as necessary to generate or claim applicable CARB LCFS Credits and EPA RINs. “Greenhouse Gas” means carbon dioxide (CO
2), methane (CH4), nitrous oxide (N2O), hydroflourocarbons, perfluorocarbons, sulphur hexafluoride, or any other substance or combination of substances that may become regulated or designated as Greenhouse Gases under any federal, state or local law or regulation, or any emission reduction registry, trading system, or reporting or reduction program for Greenhouse Gas emission reductions that is established, certified, maintained, or recognized by any international, governmental (including U.N., federal, state, or local agencies), or non-governmental agency from time to time, in each case measured in increments of one metric tonne of carbon dioxide equivalent.
“Governmental Authority” means any federal, state, local, or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority. Governmental Authority includes, without limitation, the EPA, CARB and the California Public Utilities Commission or its successor agency. “Incremental LCFS Credits” means the number of LCFS Credits generated from the use of Biogas Vehicle Fuel that exceed the number of LCFS Credits (if any) that would have been generated using the lesser of: (a) the CI of the default CNG pathway used for Conventional Gas; or (b) the compliance curve set by CARB: “Benchmarks for Diesel Fuel and Fuels used as a Substitute for Diesel Fuel” (as defined from time to time in Title 17 of the California Code of Regulations for the Low Carbon Fuel Standard).
“L
ifecycle Greenhouse Gas Emissions” means the aggregate quantity of Greenhouse Gas emissions (including direct emissions and significant indirect emissions from land use changes), as determined by the EPA RFS or CARB, related to the full fuel lifecycle, including all stages of fuel and feedstock production and distribution, from feedstock generation or extraction through the distribution and delivery and use of the finished fuel to the ultimate consumer, where the mass values for all greenhouse gases are adjusted to account for their relative global warming potential.
“L
CFS Account” means an account containing an entity’s LCFS Credits, established and maintained in accordance with the LCFS.
“L
ow Carbon Fuel Standard Credits” or “LCFS Credits” shall mean credits generated and traded under the California Air Resources Board Low Carbon Fuel Standard, with each credit equal to one metric tonne of Carbon Dioxide reductions as compared to the baseline CO2 emissions under the Low Carbon Fuel Standard. “L
CFS Credits Resale Price” shall be calculated by reference to the volume weighted average price of all LCFS Credits of the same annual and quarterly vintage realized by Seller within the same calendar quarter. “L
RT” means the reporting tool established in accordance with LCFS and required by CARB to submit annual compliance and quarterly progress reports and track LCFS Credits. “Renewable Identification Number” or “RIN” is a number generated to represent a volume of renewable fuel as set forth in Regulation of Fuels and Fuel Additives: Changes to Renewable Fuel Standard Program, 75 Fed. Reg. 16484 (March 26, 2010) (codified at 40 C.F.R. § 80.1425 (2011); 40 C.F.R. § 80.1426 (2012).).
Docusign Envelope ID: 593D16A0-5702-4451-908C-2B8BA07935E7
Contract ID# 6553
“RIN Resale Price” shall be calculated by reference to the volume weighted average price of all RINs which is realized by Seller that were generated within the same calendar month. “V
ehicle Fuel” means CNG or liquefied natural gas (LNG) derived from Gas and used in transportation vehicles.
Spe
cial Conditions:
1. Representations.
(a) B
uyer represents that it shall process all Biogas purchased from Seller hereunder into Vehicle Fuel which shall be distributed as Vehicle Fuel through Buyer’s Station. (
b) W
hen applicable, Buyer represents that it is not aware of any reason that would cause the Blue Gas LCFS Credits not
to comply with the LCFS.
2. Records and Documentation Related to Biogas and RIN and LCFS Credits Creation. (
a) B
uyer shall provide Seller with a copy of its natural gas invoices related to the Delivery Point for the prior month (when such prior month is during the term of this Transaction Confirmation) between the 10th and 20th day of each month.
N
otwithstanding anything to the contrary in this Transaction Confirmation, in the event Seller does not receive the invoice within the time period identified above, Seller shall: (1) not have any obligation to Buyer to make any payment to Buyer (including, without limitation, the Seller’s Payment) which relates to the month in which it did not receive a corresponding natural gas invoice (the “Missed Month”); (2) not have any obligation to supply Biogas during the Missed Month, and therefore, shall not generate any credits (neither RINs nor LCFS Credits); and (3) treat such Missed Month as if Seller, sold and Buyer, purchased 0 MMBtus of Biogas during such month and such treatment shall not be considered a breach of any of the obligations of Seller pursuant to this Transaction Confirmation. In the event there are three (3) consecutive Missed Months, Seller may terminate this Transaction Confirmation, based on Buyer’s default, upon a written notice to Buyer which shall specify the effective date of termination.
This obligation to provide the relevant invoice(s) shall survive the termination or expiration of this Transaction Confirmation until the last day of the full calendar month following the month in which this Transaction Confirmation expired or terminated. Buyer shall maintain all records relevant to the purchase of Biogas from Seller and use of such Biogas as a Vehicle Fuel in accordance with the requirements of the CARB for the creation and sale of LCFS Credits.
(b
)
Seller shall maintain records relevant to the production and purchase and sale of Biogas and transportation and di
stribution of the Biogas purchased hereunder as a Vehicle Fuel as it applies to the creation and sale of LCFS Credits in accordance with the requirements of CARB.
(c) B
uyer shall provide reasonable cooperation to Seller with respect to the requirements for the generation of RINS under the EPA RFS including, without limitation, by signing periodic attestations regarding the use of the Biogas s
old hereunder as a Vehicle Fuel. Further, on at least a quarterly basis, and at any other time requested by Seller, B
uyer shall provide Seller with attestations executed by an authorized officer of Buyer which indicate that the volume of Conventional Gas and Biogas (as applicable) delivered to the Station is consumed as a Vehicle Fuel.
Buyer shall provide Seller with such attestations no later than thirty (30) days after Seller’s written request.
3. H
ierarchy and Governing Law.
Docusign Envelope ID: 593D16A0-5702-4451-908C-2B8BA07935E7
Contract ID# 6553
In the event of any inconsistency between the Base Contract and this Transaction Confirmation, this Transaction Confirmation shall govern. The law governing the Base Contract shall apply to this Transaction Confirmation, except to the extent that the EPA RFS and CARB Low Carbon Fuels Standard, together with regulations and decisions promulgated thereunder, are applicable to the purchase and sale of Biogas.
4. CARB LCFS Fuel Reporting Entity Status.
P
ursuant to the California Code of Regulations for the Low Carbon Fuel Standard, Seller will retain the Low Carbon Fuel Standard (LCFS) First Fuel Reporting Entity status as set forth in Title 17, California Code of Regulations in § 95483 with respect to all Biogas sold by Seller to Buyer hereunder (the “Purchased Biogas”).
B
uyer will elect to not be the First Fuel Reporting Entity for Conventional Gas (referred to as “Fossil CNG” in the California Code of Regulations in §§ 95483) as set forth in Title 17, California Code of Regulations in § 95483, and designates Seller as the First Fuel Reporting Entity for Conventional Gas under the California Air Resources Board as set forth in Title 17, California Code of Regulations § 95480.3 with respect to all Conventional Gas purchased by Buyer at the Delivery Point during the Delivery Period (the “Purchased Conventional Gas”).
B
uyer and Seller agree that: (A) for Conventional Gas, the original First Fuel Reporting Entity (Buyer) per subsections (1)(A) through (1)(E) will not generate credits or deficits in the LCFS and will instead provide the amount of fuel dispensed, and other required information pursuant to sections 95483.2(b)(8), 95491 and 95491.1, to the contractually designated entity (Seller) for the purpose of LCFS reporting and credit or deficit generation; and (B
) the
contractually designated entity (Seller) accepts all LCFS responsibilities as the First Fuel Reporting Entity f
or Conventional Gas and as a credit or deficit generator, as applicable.
A
ny deficits generated based on Seller’s status as the First Fuel Reporting Entity for the Purchased Biogas or the Purchased Conventional Gas shall be deemed to be Buyer’s sole financial responsibility; and therefore, in the event any deficits are generated based on Seller’s status as the First Fuel Reporting Entity for the Purchased Biogas or the Purchased Conventional Gas, notwithstanding anything to the contrary in this Transaction Confirmation or the Base Contract, Seller may: (1) offset any deficits with Incremental LCFS Credits or other LCFS Credits generated by Seller based on the Purchased Biogas and Purchased Conventional Gas (if any), a portion or all of which would have been paid to Buyer pursuant to the Seller’s Payment; and/or (2) purchase LCFS Credits equal to the deficit with Buyer being financial responsible (Seller will invoice Buyer) for all costs incurred by Seller to purchase such LCFS Credits (including, without limitation, the price per LCFS Credit paid by Seller to the applicable third party credit seller multiplied by the number of LCFS Credits that need to be purchased to satisfy the deficit); and/or (3) invoice Buyer for all amounts (including, without limitation, any attorney’s fees or broker fees) Seller incurred based on such deficit(s). Buyer shall remit payment to Seller within fifteen (15) days of its receipt of a Seller invoice pursuant to this Section. Buyer shall be deemed to have received an invoice from Seller three (3) days after the invoice is sent to Buyer.
5. L
CFS Credit and RIN Sales.
(a)
Seller shall remit payments to Buyer as described in this Transaction Confirmation and Exhibit B, Payment Schedule.
(b) B
uyer acknowledges that Seller and/or its affiliates will act as a principal with respect to their own LCFS Credits an
d/or as an agent with respect to LCFS Credits generated and/or sold hereunder and Buyer hereby waives any claim against Seller and/or its affiliates based on any conflict of interest or alleged conflict of interest of Seller and/or its affiliates with respect to the manner, price or terms of the sale of any of the LCFS Credits generated and/or sold h
ereunder. Seller and /or its affiliates and control persons shall owe no fiduciary obligation to Buyer with respect to t
he LCFS Credits generated and sold. Seller and its affiliate’s sole obligation with respect to the sale of LCFS Credits generated and/or sold in this transaction shall be to use commercially reasonable efforts to sell such credits al
ongside other LCFS Credits that Seller and/or its affiliates may market or sell based on the calendar quarter in which such credits are generated.
Docusign Envelope ID: 593D16A0-5702-4451-908C-2B8BA07935E7
Contract ID# 6553
(c) Buyer acknowledges that Seller and/or its affiliates will act as a principal with respect to their own RINs and/or as an agent with respect to RINs generated and/or sold hereunder and Buyer hereby waives any claim against Seller and/or its affiliates based on any conflict of interest or alleged conflict of interest of Seller and/or its affiliates with respect to the manner, price or terms of the sale of any of the RINs generated and/or sold hereunder. Seller and /or its affiliates and control persons shall owe no fiduciary obligation to Buyer with respect to the RINs generated and s
old. Seller and its affiliate’s sole obligation with respect to the sale of RINs generated and/or sold in this transaction shall be to use commercially reasonable efforts to sell such credits alongside other RINs that Seller and/or its affiliates may market or sell based on the calendar month in which such credits are generated.
6. Consultant Support.
B
uyer and Seller shall work with Seller’s consultant and/or RIN quality assurance plan (QAP) provider to ensure that it has created documentation necessary for Biogas and RIN creation in compliance with EPA requirements and LCFS Credit creation in compliance with CARB requirements.
7. R
egulatory Hinderance.
In the event that: (a) the RFS and/or LCFS are materially modified, repealed, stayed, enjoined, or end prior to the end of the Delivery Period; or (b) a regulatory change (1) makes the sale of the Biogas and conversion thereto into vehicle fuel and the coincident generation of RINs and/or LCFS Credits illegal or impossible, or (2) hinders Seller’s performance of its obligations under this Transaction Confirmation; (each event shall be referred to as a “Regulatory Hinderance”), then Buyer and Seller shall work together to renegotiate the affected terms of this Transaction Confirmation. If Buyer and Seller do not agree on an amendment to the Transaction Confirmation within sixty (60) days from the date the Seller initiated renegotiation, then either Buyer or Seller shall have the right to terminate the Transaction Confirmation. In the event of termination, the process described in Section 10.3 of the Base Contract shall be followed except that (y) references therein to the “Defaulting Party” and to the “Non- Defaulting Party” will be deemed references to Buyer and to Seller, respectively, and (z) no early termination damages will apply to the termination, and therefore, the process described in “Early Termination Damages Do Not Apply” in Section 10.3.1 of the Base Contract shall be followed. As used herein, “Biogas Supply Source” means a third party who sells Biogas to Seller which Seller sells to Buyer hereunder.
8. E
nvironmental Attributes and Alternative Fuel Credit
Buyer is not entitled to any RINS, LCFS Credits generated from Biogas provided under this Transaction Confirmation, or other environmental attributes that may be attributed to or generated from the Biogas delivered under this Transaction Confirmation other than as specifically stated herein. Seller’s retention and/or sale of RINS and/or LCFS Credits generated from the Biogas delivered under this Transaction Confirmation shall not limit Buyer’s ability to report the purchase of Biogas and applicable reductions in greenhouse gases or emissions directly associated with the use of Biogas in its transportation fleet. Seller represents and warrants that no other entity is entitled to claim the reductions in greenhouse gases or emissions directly associated with the use of the Biogas provided hereunder as a transportation fuel other than Buyer.
A
s between the parties, to the extent available, Buyer shall be solely entitled to claim 100% of the federal Alternative Fuel Credit (defined below) revenue as allowed or may be allowed under Sections 6426 and 6427 of the Internal Revenue Code of 1986 (“Alternative Fuel Credit”), as may be amended, for each gasoline gallon equivalent of Conventional Gas or Biogas dispensed from the Station. The parties agree that Buyer will be considered the “Alternative Fueler” as defined in Proposed Treasury Regulation Section 48-6426-1 and is responsible for remitting any federal or state fuel taxes, if any, imposed on the subsequent sale or use of such fuel.
9. A
djustment for Disqualified Biogas
In addition to other remedies available under the Base Contract and hereunder, if Gas sold by Seller and purchased by Buyer hereunder originally deemed to be Biogas becomes classified as Disqualified Biogas and such disqualification did not occur based on an act or omission of Seller, Seller will be entitled to a refund of any payment Docusign Envelope ID: 593D16A0-5702-4451-908C-2B8BA07935E7
Contract ID# 6553
made to Buyer which is related to such Gas. This obligation shall survive the termination or expiration of this Transaction Confirmation.
10. Failure t
o Produce Vehicle Fuel
In addition
to all other remedies under the Base Contract and hereunder, if Gas sold by Seller and purchased by Buyer hereunder originally deemed to be Biogas is not processed into a Vehicle Fuel, Seller will be entitled to a refund of any payment made to Buyer for the volume of Biogas that was not processed into a Vehicle Fuel. Further, if any Purchased Conventional Gas is not processed into a Vehicle Fuel, Seller will be entitled to a refund of any payment made to Buyer which relates to the volume of Purchased Conventional Gas that was not processed into a Vehicle Fuel. This obligation shall survive the termination or expiration of this Transaction Confirmation.
11. Further Assura
nces
Each part
y will provide the other party such cooperation, additional documentation, certifications or other information as may be reasonably necessary to carry out the purposes of this Transaction Confirmation (including pursuant to any audit of this Transaction Confirmation by a Governmental Authority) and in order for title to the conveyed Green Attributes to vest in the Seller in connection with the purchase and sale of the Contract Quantity of Biogas.
12. AB 32
Effect
ive January 2015, transportation fuel suppliers in California are subject to the Cap and Trade regulations under AB 32. AB 32 requires fuel suppliers to purchase compliance instruments if the total amount of greenhouse gas (GHG) emissions from fuel they supply in California exceeds 25,000 MTC02e per year. Seller will pass through any applicable AB 32 compliance costs for non-exempt gas purchased hereunder to Buyer.
Seller: Clean Energy Renewable Fuels, LLC Buyer: City of Gardena By: _______________________________ By: ______________________________ Name: Robert M. Vreeland
Title: Chief Financial Officer
Date: _______________________________
Name: Tasha Cerda
Title: Mayor
Date
: _______________________________
Docusign Envelope ID: 593D16A0-5702-4451-908C-2B8BA07935E7 8/2/2024
Contract ID# 6553
EXH
IBIT A
CNG Station Location(s)
Street Address City and State Local Distribution Channel Meter Number 13999 S Western Ave Gardena, CA SoCalGas 000015849007
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EXHIBIT B
Payment Schedule
Calendar
Year
RNG
MMBtu
CI Number Used by Seller to
Determine Payment to Buyer.
(This CI Number is allocated at
the gas meter for the
determination of payment to
Buyer regardless of the actual
CI of the RNG supplied.)
LCFS
Compliance
Curve CI
Number of Incremental
LCFS Credits generated per
RNG MMBtu based on
corresponding CI number (as
shown in this table) for such
RNG (“LCFS Credit
Generation Rate”)
Buyer
Percentage of
LCFS Credit
Generation Rate
Number of
RINs
generated per
RNG MMBtu
(“RIN
Generation
Rate”)
Buyer
Percentage of
RIN Credit
Generation
Rate
2024 1 48 87.89 0.02973267 60% 11.727 10%
2025 1 48 86.64 0.02738150 60% 11.6395 10%
2026 1 48 85.38 0.02522085 60% 11.6395 10%
2027* 1 48 84.13 0.02307736 60% 11.6395 10%
2028* 1 48 82.87 0.02091671 60% 11.6395 10%
2029* 1 48 81.62 0.01877322 60% 11.6395 10%
*If
the Delivery Period is extended by the parties pursuant to the Delivery Period section of this Transaction Confirmation Te
rms and Conditions:
(1) W
ithin thirty (30) days of Seller’s receipt of payment for all RINs generated during the prior month, Seller will pay Buyer the “ RIN Payment” which is described below:
[[
applicable Calendar Year Buyer Percentage of RIN Credit Generation Rate as shown in the table above] x (11.727 x [(cumulative Gas MMBtus dispensed from the Stations (as determined in accordance with Seller’s LCFS and RFS compliance protocol) during the applicable calendar month where such month is within the Delivery Period)] x [RIN Resale Price])] (2) W
ithin thirty (30) days of Seller’s receipt of payment for all LCFS Credits generated during the prior calendar quarter, Seller will pay Buyer the “ LCFS Payment” which is described below:
[L
CFS Credits Resale Price] x [(applicable Calendar Year Buyer Percentage of LCFS Credit Generation Rate as shown in the table above) x [(applicable LCFS Credit Generation Rate) x ((cumulative Gas MMBtus dispensed from the Stations (as determined in accordance with Seller’s LCFS and RFS compliance protocol) during the applicable calendar quarter where such calendar quarter is within the Delivery Period) ]]. (3) T
he RIN Payment and the LCFS Payment shall collectively be referred to as the “Seller Payment ” or “Seller’s Payment”. Specifically, and only, for the purposes of determining the Seller Payment, and subject to Buyer’s compliance with Section 2(a) of the Special Conditions, all Gas suppli ed to the Stations is deemed to be RNG with the applicable CI Number shown in the table above for the applicable calendar year. Buyer acknowledges and agrees that the CI for the actual Biogas supplied by Seller to Buyer pursuant to this Transaction Confirmation will vary over the Delivery Period, however, the CI number used to determine the Seller Payments will not vary from the applicable numbers described above, except in the event of a Missed Month as described in Section 2(a) of the Special Conditions.
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(4) In the event CARB modifies the LCFS CI benchmarks for diesel during the term of this Transaction Confirmation, the numbers above shall be proportionally adjusted b y S
eller to maintain the economic intent of the parties as of the day they entered into this Transaction Confirmation. Upon the determination of such adjustment by Seller, Seller shall provide Buyer with a new table which upon Seller’s transmission of such updated table to Buyer shall be deemed t o automatically supersede and replace the t
able above.
Docusign Envelope ID: 593D16A0-5702-4451-908C-2B8BA07935E7
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TR
ANSACTION CONFIRMATION
FOR IMMEDIATE DELIVERY
Date:
Transaction Confirmation #:
COG001-TC02
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated ______________.
The terms of this Transaction Confirmation are binding upon execution by the parties.
SELLER:
City of Gardena
Attn
: Dana Pynn
Phone: (310) 965-8811
BUYER:
Clean Energy Renewable Fuels, LLC
Attn
: Jen Komonchak
Phone: 949-437-1251
Base Contract No. COG001
Contract Price:
Contract Price ($/MMBtu)
The “Contract Price” (per MMBtu) means the First of the Month Index Price for Monthly Deliveries at the Delivery Point as published by the McGraw -Hill Companies, or any successor -in-interest thereto, in the Platt publication, Inside FERC Gas Market Report , first of month publication, under the table “Market Center Spot Prices”, for the delivery Month under the column “Index”, under the table “South Louisiana”, in the row labeled “Henry Hub”.
Delivery Period: The Delivery Period shall commence on the first (1st) day of the Delivery Period of Transaction Confirmation # COG001-TC01, between the parties and dated ___________________, and shall end on the last day of the Delivery Period of Transaction Confirmation # COG001-TC01, by and between Buyer and Seller.
Performance Obligation and Contract Quantity: (Select One) Fi
rm (Fixed Quantity): Firm (Variable Quantity): Interruptible:
MMBtus/day 0 MMBtus/day Minimum Up to __________
MMBtus/day.
EFP 155 MMBtus/day Maximum
Pe
rformance Obligation: During every month of the Delivery Period of this Transaction Confirmation, Buyer will purchase, and Seller will be obligated to sell, Gas in identical corresponding volumes to Seller’s purchases of Biogas (as defined in Transaction Confirmation # COG001-TC01) from Buyer under Transaction Confirmation # COG001- TC01 during such month.
Delivery Point: The Delivery Point shall be Seller’s Southern California Gas Company (“SoCalGas”) meter interconnect at Seller’s California compressed natural gas (“CNG”) station listed in Exhibit A, which is attached Docusign Envelope ID: E46E27BB-577D-4C81-B2DB-F7A00681BFCA
Contract ID# 6554
hereto and incorporated herein by reference, at which point title to the Gas sold by Seller to Buyer under this Transaction Confirmation w ill transfer from Seller to Buyer.
Special Conditions:
1. Hierarchy and Governing Law. In the event of any inconsistency between the Base Contract and this Transaction C
onfirmation, this Transaction Confirmation shall govern.
Seller: City of Gardena Buyer: Clean Energy Renewable Fuels, LLC By: _______________________________ By: ______________________________ Name: Name: Robert M. Vreeland
Title: Title: Chief Financial Officer D
ate: ___
____________________________ Date: __
____________________________
Tasha Cerda
Mayor
Docusign Envelope ID: E46E27BB-577D-4C81-B2DB-F7A00681BFCA 8/2/2024
Contract ID# 6554
E
xhibit A
CNG Station Location(s)
Street Address City and State Local Distribution Channel Meter Number 13999 S Western Ave Gardena, CA SoCalGas 000015849007
Docusign Envelope ID: E46E27BB-577D-4C81-B2DB-F7A00681BFCA