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Digester Tenant Operating Services Agreement
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EXHIBIT "I"
Form of Master Services Agreement
DIGESTER TENANT OPERATING SERVICES AGREEMENT
This DIGESTER TENANT OPERATING SERVICES AGREEMENT (this "Agreement") is entered into as of [ ] by and between [DIGESTER TENANT NAME],
a [STATE] limited liability company (together with its successors and permitted assigns, the "Digester Tenant") and [CONTRACTOR NAME],
a [STATE] limited liability company (together with its successors and permitted assigns, the "Contractor"). The Digester Tenant and Contractor are each referred to individually in this Agreement as a "Party" and collectively as the "Parties."
RECITALS
The Digester Tenant is currently or shall be a party to a Lease and Feedstock Supply Agreement by and between the Digester Tenant and its landlord thereunder (as amended, the "LFSA"), pursuant to which, among other things, the Digester Tenant leases from its landlord the Premises (as defined in the LFSA).
Pursuant to the LFSA, the Digester Tenant will construct, own, and operate a bio-digester and/or biogas production system (the "System") that produces biogas containing bio-methane from the collected raw, wet, untreated digester gas (collectively, the "BioGas").
The Digester Tenant has entered into that certain BioGas Sale and Purchase Agreement with [CLUSTER PARENT NAME], a [STATE] limited liability company (the "Cluster Parent") (as amended, the "BioGas Sale and Purchase Agreement") pursuant to which the Cluster Parent has agreed to purchase the BioGas from the Digester Tenant.
The Cluster Parent is the owner of (i) certain interconnected collection and gathering pipelines that are necessary to collect Biogas, as well as (ii) the upgrading facility where the BioGas will be upgraded to a commodity-grade methane (such commodity-grade methane, the "Upgraded Gas").
The Cluster Parent will sell the Upgraded Gas to one or more third parties, pursuant to one or more gas purchase and sale agreements, including, without limitation, (i) that certain NAESB Base Contract for Sale and Purchase of Natural Gas, dated as of , by and between the Cluster Parent and [COMPANY] ("[COMPANY]"), and (ii) that certain Biogas Purchase Transaction Confirmation, dated as of [DATE], by and between the Cluster Parent and [GAS PURCHASER NAME] and any other biogas purchase transaction confirmation that is entered into pursuant to the agreement described in (i).
Contractor was established for the purposes of supplying labor, materials, supplies, resources and knowledge necessary to operate and maintain the System.
By this Agreement, the Digester Tenant desires to engage Contractor to provide the Services (as defined below), and Contractor is willing to undertake such engagement, in each case on the terms and conditions set forth herein.
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Digester Tenant Operating Services Agreement
Lease Agreements