Amendment to Transaction Confirmation(s)
February 18, 2025
Andrew Winje,
Public Works Director
531 N. Gertruda Ave.
Redondo Beach
CA 90277
RE: Amendment to Transaction Confirmation(s)
Dear Director Winje ,
Clean Energy Renewable Fuels, LLC (“CERF”) and City of Redondo Beach, a chartered municipal city (the “City”, and together with CERF, each a “Party” and collectively, the “Parties”) have entered into one or more transaction confirmations for the purchase and sale of renewable natural gas (“RNG”) and associated environmental attributes. On July 12, 2023, the U.S. Environmental Protection Agency (“EPA”) published a final rulemaking known as the Biogas Regulatory Reform Rule, 88 Fed. Reg. 44468 (“BRRR”), that makes certain amendments to the regulations governing the U.S. Renewable Fuel Standard Program under the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007 (“RFS”) governing the generation of renewable identification numbers (“RINs”) on RNG. Due to the regulatory changes of the BRRR, by their execution of this letter (“Letter Amendment”) and as of the date of such execution, the Parties hereby agree to amend the following transaction confirmation(s) in the manner set forth herein:
1. RED001-TC01 (as further amended, modified or supplemented from time to time) (Collectively the “Transaction Confirmation(s)”).
Amendments to the Transaction Confirmation(s)
1. Maintaining the Benefits and Burdens of the Transaction Confirmation(s). The Parties acknowledge the changes and modifications to the RFS contained in the BRRR, the impact of which necessitates modifications to the Parties’ obligations under the Transaction Confirmation(s). The Parties hereby modify their respective responsibilities under the Transaction Confirmation(s) only to the extent necessary to comply with the BRRR, in a manner that is least disruptive to the legal and commercial terms of the Transaction Confirmation(s), and in a manner that preserves the original economic bargain and allocation of risks between the Parties as memorialized in the Transaction Confirmation(s), except as otherwise stated in this Letter Amendment.
2. Cooperation. The Parties agree that they shall cooperate with each other, share documentation and provide access to facilities owned or operated by each Party such that
RINs can be validly generated under the RFS as amended by the BRRR. In regard to the City’s obligations under this paragraph, such cooperation shall consist of the City (i) providing CERF with a copy of the City’s natural gas invoices pursuant to Special Condition 2(a) of the Transaction Confirmation(s) and (ii) providing a signed and notarized annual affidavit attesting that the volume of RNG delivered to the Station (as defined in the Transaction Confirmation(s)) was used as a Vehicle Fuel (as defined in the Transaction Confirmation(s)).
3. Registration. The Parties acknowledge that the BRRR requires entities owning RNG or biogas on which RINs are generated to register with the EPA under the RFS in accordance with their respective roles. The Parties agree that CERF shall register with the EPA in accordance with the BRRR.
4. RIN Generator. The Parties agree that the producer of the RNG that is the subject of the Transaction Confirmation(s) shall be the generator of the RINs on the RNG as required by the RFS as amended by the BRRR.
5. RIN Separation. The Parties acknowledge that assigned RINs (known as “K1 RINs”) may not be separated from RNG and become separated RINs (known as “K2 RINs”) until the RNG is used as a transportation fuel as defined by the RFS. The Parties agree that CERF will separate K1 RINs into K2 RINs when the RNG is withdrawn from the natural gas commercial pipeline system or used or dispensed as transportation fuel at the Station(s) (as defined in the Transaction Confirmation(s)).
6. RIN Generation Rate. The Parties agree that if the Transaction Confirmation(s) establish a “RIN Generation Rate” (as defined in the Transaction Confirmation(s)), (i) the RIN Generation Rate shall equal 11.6935 beginning on January 1, 2025, and (ii) any reference to “11.727” in the formula for RIN Payment (as defined in the Transaction Confirmation(s)) shall be deemed deleted and replaced with “11.6935” beginning on January 1, 2025.
7. Other Necessary Amendments. To the extent not expressly addressed herein and recognizing that guidance and practical custom will be received by the EPA and will be developed by commercial parties during the implementation of the BRRR, the Parties shall without undue delay implement any other or further amendments, modifications, or changes reasonably necessary to conform their performance to the requirements of the BRRR, provided that CERF shall give notice to the City at least sixty (60) days prior to the effective date of any such requirements of the BRRR not expressly addressed herein.
If you are in agreement with the terms of this Letter Amendment, please sign below. This Letter Amendment may be executed in any number of counterparts or by electronic transmission (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., DocuSign or EchoSign), each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. The date of your
signature below shall be the effective date of this Letter Amendment, and upon which the terms of this Letter Amendment shall become a binding agreement between the Parties.
Very truly yours,
Clean Energy Renewable Fuels, LLC
By:
Name: Robert Vreeland
Title: Chief Financial Officer
AGREED AND ACCEPTED:
City of Redondo Beach
By:
Name: James A. Light
Title: Mayor
Date: February 18, 2025