Amendment to Base Contract for Retail Sale and Purchase of Natural Gasthat certain Base Contract for Retail Sale and Purchase of Natural Gas dated December 11, 2013 any addenda thereto , and the Transaction Confirmation dated April 10, 2024 (#SCG00004-003) and City of Riverside, California is made and entered into this ___ day of ________ 20__. Any terms capitalized but not defined herein shall have their respective meanings as set forth in the Base Contract and Transaction Confirmation. RECITALS WHEREAS, the Parties desire to amend certain provisions in the Base Contract and Transaction Confirmation. NOW, THEREFORE, in consideration of the mutual promises herein contained, and intending to be legally bound hereby, the parties agree as follows: 1. Additional Definitions. The following definitions shall be added to the Transaction Confirmation in the appropriate alphabetical order, with enumeration adjusting accordingly: a. b. c. d. e. record for all transactions involving RINs. f. generated by the RNG producer and may be transferred downstream with such volume of RNG. g. of RNG by the RIN Separator. h. i. j. officer or employee of the company under the laws of incorporation of the state in which the company is incorporated and who is legally liable for the information submitted by the company. k. l. 88 FR 44468), or any additions or modifications thereto, collectively with other referenced materials therein. m. natural gas commercial pipeline system, produced or oversaw the production of renewable CNG/LNG, or the party that used or dispensed for use the renewable CNG/LNG as transportation fuel. n. Standard Cubic Feet.
4. Nature of Service. Section 2.1 of the Transaction Confirmation is deleted in its entirety and replaced with the following: 2.1 Supplier shall deliver, and be the exclusive provider of, Environmental Attributes to Customer shall provide Supplier with rights to LCFS and RFS Credits created under the LCFS and RFS Regulations. In accordance with the terms of Sections 7 and 15 of this Transaction Confirmation, all LCFS and RFS Credits created at the Fueling Station(s) shall be the sole property of Supplier, and Supplier shall compensate Customer for the value of those credits, but at no time shall this Contract be construed as a purchase or sale of LCFS Credits from Fueling Station(s). 2.1.1. Irrespective of the entity delivering gas to Customer, Supplier shall make best efforts to meet . The volume of Environmental Attributes to be delivered to Customer shall be approximately equal to 150,000 per year, the equivalent of Gas consumption of 1,500,000 Therms annually. 2.1.2. Customer agrees that Gas delivered to the Fueling Station(s) will be for use as CNG as a Vehicle Fuel only and will be used for no other purposes. 5. Allocation of Heavy Duty and Light Duty Vehicle Use. Section 8.1 of the Transaction Confirmation shall be amended as follows: a. The reference to Section 95484(c)removed and replaced 95484(b) b. (14,000 pounds or less gross vehicle weight)shall be deleted in its entirety. 6. Calculation of LCFS Credits Earned Each Month. Section 9.2.1 of the Transaction Confirmation shall be deleted in its entirety. 7. Calculation of RINs and Monthly Payment: Section 12 of the Transaction Confirmation shall be amended as follows: a. The heading of Section 12 Calculation of RINs and Monthly Payment b. The calculation in Section 12.1 shall be deleted in its entirety and replaced with the following: PAYMENTRINs = THERMSMONTH x 1.16935 x PRICEMONTH x RIN SHARING% Where THERMSMONTH = The total number of therms consumed in a month 1.16935 = the number of RIN Credits per therm of Gas consumed PRICEMONTH= The monthly average RIN priceRIN SHARING% = The RIN Sharing Percentage c. The following shall be added as new Section 12.6 to the Transaction Confirmation: 12.6. The Parties agree that the credit creation rates for future years are subject to the future publications, or amendment, to the current rule and shall be added to this Transaction Confirmation by amendment once such revisions are available. 8. Termination. Section 14.1 of the Transaction Confirmation shall be modified to 9. Regulatory Requirements for RINs. The following shall be added as a new Section 15 to the Transaction Confirmation: 15. REGULATORY REQUIREMENT FOR RINs 15.1 The meter used to monitor the RNG consumed as transportation fuel or used to withdraw natural gas from the United States Natural Gas distribution system, must abide shall The payments outlined in Section 12 shall not be owed to Customer until the AMP is approved by EPA. If an AMP is not approved by EPA during the term, then Customer or Supplier can terminate this Agreement with sixty (60) days written notice to the other party of its intent to terminate the Agreement. 15.2. The BRRR requires all EPA RFS participants to register under EMTS in accordance with their respective roles. The Parties shall cooperate with one another to effect the foregoing, including with respect to coordinating activities to assist necessary third parties with respect to any such registration. 15.2.1 Supplier shall transfer K1 RINs to Customer with the RNG to be used as transportation fuel. The RIN Separator shall be responsible for demonstrating that such RNG was used as transportation fuel. 15.2.2 Customer represents and warrants that it meets at least one of the criteria of a RIN Separator as defined under the BRRR. Customer shall perform all tasks required of it under the BRRR, including, but not limited to, designating an RCO and maintaining an account within the EMTS. The RCO shall be responsible for the RIN separation process as well as the transfer of the separated RINs to monthly basis, including the creation of associated PTDs. The Parties agree that the K1 RINs shall be transferred with the RNG from Supplier to Customer for K2 separation. 15.2.3 Customer shall designate Supplier as its agent to complete certain tasks on its behalf, including, but not limited, RIN separation and administrative tasks, as such activities be allowed and described under the BRRR. Customer shall remain ultimately responsible for these and all other actions required of Customer under the BRRR, whether performed by Supplier or Customer. 15.2.4 Customer shall provide to Supplier all meter information necessary for the generation and separation of RINs, to include but not be limited to the name and location of withdrawal point where RNG was taken from the natural gas pipeline, quantity of RNG in MMBtu LHV and SCF withdrawn, quantity of CNG dispensed, dispensing locations, and the quantity of CNG in MMBtu LHV and SCF. 15.2.5 To implement the Regulation, the Parties agree to cooperate with each other and support the transition of all reasonably necessary administrative and regulatory processes and requirements, including, but not limited to, requirements related to documentation (including, without limitation, PTDs, and affidavits whether from Customer or EPA RFS participants downstream of Customer), recordkeeping, reporting, RNG measurement, sampling, and testing. 15.3 Annual RIN Attestation audits shall RIN Separator. Supplier shall LCFS and RIN payments by the associated cost. Supplier shall use commercially 15.4 To the extent not expressly addressed herein and recognizing that guidance and practical custom shall be received by the EPA and shall 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. 10. Ratification. Except as specifically amended herein, the terms of the Base Contract and Transaction Confirmation shall remain in full force and effect. [Signature Page Follows] IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. SupplierGHI Energy, LLC By: _____________________________Name: ___________________________Title: ____________________________CITY OF RIVERSIDE, a Californiacharter city and municipal corporation By: _____________________________ City ManagerAttest:City ClerkCertified as to Availability of Funds:By:Chief Financial OfficerApproved as to Form:By: Deputy City Attorney Anthony CoxVice PresidentTamara KellyWitness for GHI