Item E-12 Agenda Report — Beverly Hills City Council, January 28, 2025

AGENDA REPORT
Meeting Date: January 28, 2025
Item Number:

To: Honorable Mayor & City Council
From: Michael Hensley, Deputy Director of Public Works-Operations Craig Crowder, Fleet Manager
Subject: APPROVAL OF AN AMENDMENT TO THE AGREEMENT BETWEEN

THE CITY OF BEVERLY HILLS AND CLEAN ENERGY RENEWABLE

FUELS, LLC FOR SUPPLY OF RENEWABLE NATURAL GAS (RNG)

AND LOW CARBON FUEL STANDARD (LCFS) CREDIT

MANAGEMENT
Attachments: 1. Clean Energy Renewable Fuels Agreement #187-18

2. Biogas Regulatory Reform Rule Customer Memo

3. Clean Energy Amendment Letter

RECOMMENDATION
Staff recommends that City Council approve an Amendment with Clean Energy Renewable Fuels, LLC for supply of Renewable Natural Gas (RNG) and Low Carbon Fuel Standard (LCFS) Credit Management.

INTRODUCTION
On April 24, 2018, City Council approved an Agreement between the City of Beverly Hills and Clean Energy Renewable Fuels, LLC (“Clean Energy”) for the purchase and sale of renewable natural gas (“RNG”) and associated environmental attributes to include Low Carbon Fuel Standard (“LCFS”) credit management. 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, and this amendment incorporates the provisions of the BRRR into the agreement.

BEVERL
HILLS
id
Meeting Date: January 28, 2025

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DISCUSSION
Since 2012, the City has operated its own Compressed Natural Gas (“CNG”) fueling station. This station allows the City to comply with the Southern California Air Quality Management District (SCAQMD) rules that require use of alternative fuels in heavy-duty vehicles operating in the Los Angeles basin. These rules help to minimize mobile source emissions from on-road vehicles and reduce the use of non-renewable polluting transportation fuels, in support of the Beverly Hills Sustainable City Plan. The Clean Energy Agreement #187-18 specified above provides information on the collaboration between the City and Clean Energy to provide two unique services to the City: (1) Renewable Natural Gas (“RNG”) fuel supply and (2) Low Carbon Fuel Standard (“LCFS”) credit management. A brief overview of the LCFS program and RNG fuel supply are described below.

Low Carbon Fuel Standard Program
The LCFS program regulates transportation fuel providers, requiring a 10% reduction in carbon intensity of fuels sold by 2020 and an 80% reduction by 2050. Importers or producers of gasoline and diesel are required to purchase credits based on the carbon intensity of the overall transportation fuel use in California. Because of the importer and producer deficit, producers of fuel with a carbon intensity lower than gasoline or diesel can generate credits that can be sold to these importers or producers.

The City’s vehicle fueling operations generate LCFS credits from the use of (1) conventional natural gas also known as fossil natural gas, which is classified as “Fossil CNG”, and (2) renewable natural gas (RNG) derived from organic feedstocks including landfills and anaerobic digestion of food, agriculture, and wastewater treatment. Clean Energy provides the City with a comprehensive LCFS credit management solution on its Fossil CNG that includes:
 Opting-in the City of Beverly Hills as a regulated party, management of the City’s LCFS account
 Reporting to the California Air Resource Board (CARB) quarterly on CNG usage at the station
 Submission of annual reports, sale of credits at competitive prices generated during the quarter
 Assuming audit/compliance liability for all transactions generated under this program.

Renewable Natural Gas Fuel Supply
The use of RNG generates incremental environmental credits at a CNG station and provides a substantially lower carbon fuel as compared to Fossil CNG. The City generates additional revenue using RNG and can claim the environmental benefit of fueling with 100% RNG, which is an important sustainability message that can be shared with residents and the general public. Based on a usage of 110,000 gasoline gallon equivalents (GGEs) of annual fuel consumed at the City’s CNG station, the City has generated over $23,000 in annual RNG credit revenue. Currently, the City receives its natural gas for the compressing station through existing Southern California Gas infrastructure, and Clean Energy supplies the City with RNG through existing infrastructure with no modifications necessary. The RNG product delivers a 100% sustainable transportation fuel product while reducing greenhouse gas emissions (GHG).

Meeting Date: January 28, 2025

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In October 2024, Clean Energy sent a Customer Memo (Attachment 2) indicating rule changes from the Environmental Protection Agency (EPA), which specify new procedural requirements for entities using biogas and RNG under the Renewable Fuel Standard (RFS) program. After discussions with Clean Energy, Fleet Services and City staff determined that there was a need to amend Agreement #187-18 to add the additional responsibilities covered in the Biogas Regulatory Reform Rule (BRRR) and as indicated in the Customer Memo. The Amendment Letter (Attachment 3) provides the required changes to responsibilities as directed by the BRRR and as described in the Customer Memo. A brief overview of the Amendment Letter is described below.  Registration
o Clean Energy shall register the City in the program as described by the BRRR.
 RIN Generator
o Producer of RNG shall be the generator of the RIN’s as described by the BRRR.
 RIN Separation
o Clean Energy shall separate and record RIN’s as described by the BRRR.  RIN Generation Rate
o Determination of updated RIN generation rate.

FISCAL IMPACT
There is no direct funding impact to the City, only determinations made on responsibilities between Clean Energy and the City to support the new procedural requirements for entities using biogas and RNG under the RFS program. As indicated above, the City is projected to continue to generate over $23,000 in annual RNG credit revenue through the RFS program.

Shana Epstein,
Director of Public Works
Approved By
Attachment 1

TRANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
AGREEMENT NO.
[ 18-8 ]
Date: 4/24. 2018
Transaction Confirmation #:

BEV00J -TC0J
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated 04/24,2018. The terms of this Transaction Confirmation are binding upon execution by the parties.

SELLER: BUYER:

Clean Energy Renewable Fuels, LLC City of Beverly Hills Attn: Tyler Henn Attn: Shana Epstein, Director of Public Works Phone: 949-437-1258 Phone: 310-285-2484
Fax: 949-724-1358 Fax: 310-278-1838
Base Contract No. BEV00I
Contraet Price:

Contract Price ($/MM Btu):

The Contract Price for Conventional Gas or Biogas per MMBtu for the time period beginning on the Start Date (as defined elow) and ending on the three (3) year anniversary of the Stat Date, shall be equal to the SoCalGas Citygate First of the Month Index ("SoCalGas Ctygate") per MMBTU as published by Natural Gas Intelligence (NG]")or any successor thereto minus $0.10 per MMBtu.
[The Contract Price for Conventional Gas or Biogas per MMBtu for the time period beginning on the day after the three (3) ear anniversary of the Start Date and through the end of the Delivery Period (as defined below), shall be equal to the oCalGas Citygate price per MMBtu as published by NGl or any successor thereto.

Delivery Period: The Delivery Period shall begin on the Start Date and end on the five (5) year anniversary of the Start Date (the Initial Delivery Period").

However, notwithstanding the foregoing. Buyer shall be entitled to extend the Delivery Period for up to three (3) consecutive one (I) year terms (each a Renewal Delivery Period") by notifying Seller in writing of Buyer's intent to extend the Delivery Period at least sixty (60) days prior to the end of the Initial Delivery Period or current Renewal Delivery Period, as applicable.

The Initial Delivery Period and any Renewal Delivery Periods shall be referred to as the Delivery Period" The Start Date" shall be (a) within ninety (90) days following the day this Transaction Confirmation is executed by Seller and Buyer, and (b) determined by Seller and indicated in a written notice provided by Seller to Buyer.

ID #2278
Performance Obligation and Contract Quantity: (Select One) Firm (Fixed Quantity):

MMBtus/day
EFP
Interruptible:

Up to_
MMBtus/day.
200 MMBts/day Maximum ("Max Daily Quantity")
Firm (Variable Quantity):
0 MMBtus/day Minimum
Subject to the Max Daily Quantity, during the Delivery Period, Seller will deliver Biogas or Conventional Gas to the Delivery Point to meet Buyer's full requirements. Buyer acknowledges that the delivered quantities of Gas will fluctuate and agrees to receive all Gas, up to the Max Daily Quantity.

Buyer 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. Seller shall be the exclusive provider of Biogas and Conventional Gas to Buyer at the Delivery Point for the Delivery Period.

For the purpose of clarity, Buyer shall have no obligation to purchase Conventional Gas or Biogas beyond the volume that can be delivered to the Station Vehicle Fuel market and documented in compliance with the rules and regulations of the Low Carbon Fuel Standard and Renewable Fuel Standard, and without any modification of Buyer's existing Vehicle Fuel facility (the Station).

Delivery Point: The Delivery Point shall be Buyer's Southern California Gas Company (SoCa[Gas") meter interconnect at Buyer's California compressed natural gas (CNG") station listed in Exhibit_A (the "Station"), which is attached hereto and incorporated herein by reference.

Definitions:

Advanced Biofuel" means a renewable fuel as set fonth in the EPA RFS program (40CF.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.

Alternative 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).).
··Blue Gas LCFS Credits" means LCFS Credits which are generated by Buyer when Conventional Gas is dispensed from the Station as a Blue Gas Vehicle Fuel.

Blue Gas Vehicle Fuel" means CNG derived from Conventional Gas and used in transportation vehicles.

Biogas"means pipeline quality Gas derived from the decomposition of organic matter that meets the EPA RFS eligibility requirements as either an Advanced Biofuel or Cellulosie Biofuel.

CARB" means 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.

ID# 2278
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 (40CF.R. $ 80.1401 (2012)). "Conventional Gas" means Gas other than Biogas.

Deliver" means Buyer shall cause its Blue Gas LCFS Credits to be electronically delivered into Seller's LCFS Account in accordance with the LCFS and the terms of this Transaction Confirmation.

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.

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.

Green Atributes" 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), methane (CH,), nitrous oxide (NO), hydroflourocarbons, per fluorocarbons, 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 LCFS Credits generated from Biogas sold under this Transaction Confirmation to Buyer minus the LCFS Credits that would have been generated if the same amount of Biogas had been Conventional Gas.

Lifecycle 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.

LCES Account" means an account containing an entity's LCFS Credits, established and maintained in accordance with the LCFS.
"Low 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.

LCESCredits Resale Price" shall be calculated by reference to the volume weighted average price of all LCFS Credits of the same annual and uarterl vintage realized bv Seller within the same calendar uarter.

ID #2278
"LRT 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 CE.R. $ 80.1425 (2011); 40C.FE.R. $ 80.1426 (2012).) "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 as the RINs generated from the Biogas sold hereunder.

RIN Share" means three percent (3%) of the RIN Resale Price for each RIN generated by the Biogas sold by Seller to Buyer under this Transaction Confirmation which is then sold by Buyer as a Vehicle Fuel at the Station.

Spot Price" means Monthly Average of Gas Daily Midpoint (GDD Average") price as published in Gas Daily Publication, Daily Price Survey, Citygate - Socal Gas.

Vehicle Fuel" means compressed natural gas (CNG) or liquefied natural gas (LNG) derived from Gas and used in transportation vehicles.

Special Conditions:

I. Representations.
(a) Buyer represents that it shall process all Conventional Gas and Biogas purchased from Seller hereunder into Vehicle Fuel which shall be distributed as Vehicle Fuel through Buyer's Station. (b) Seller represents that all Biogas sold hereunder shall be Biogas that has been produced by facilities properly registered under the EPA RFS as renewable fuel producers. (e) Seller represents that all Biogas sold hereunder shall be Biogas with an approved pathway for LCFS Credit generation.
(d) 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. Record as nd Documentation Related to Biogas and RIN and LCFS Credits Creation (a) Buyer shall provide Seller with a copy of its natural gas invoice related to the Delivery Point for the prior month (when such prior month is during the term of this Transaction Confirmation) between the I0" and 20" day of each month. This obligation 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 Conventional Gas and Biogas from Seller and use of such Conventional Gas and Biogas as a Vehicle Fuel in accordance with the requirements of CARB for the creation and sale of LCFS Credits.
(b) Seller shall maintain records relevant to the production and purchase and sale of Conventional Gas and Biogas and transportation and distribution of the Conventional Gas and 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. (e) Buyer shall provide reasonable cooperation to Seller with respect to the requirements for the generation of RINS under the EPA RFS including, without limitation, bv signing eriodic attestations rerardin the use of the Bio.as ID #2278
sold hereunder as a Vehicle Fuel. Further. on at least a quarterly basis, and at any other time requested by Seller, Buyer shall provide Seller with attestations executed by an authorized officer of Buyer which indicate that the volume of Conventional Gas and Biogas 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. Hierarchy and Governing Law.

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 Renewable Portfolio Standards and CARB Low Carbon Fuels Standard, together with regulations and decisions promulgated thereunder, are applicable to the purchase and sales of Conventional Gas or Biogas.

4. CARB LCFS Regulated Party Status
Pursuant to the California Code of Regulations for the Low Carbon Fuel Standard. Seller will retain the Low Carbon Fuel Standard (LCFS) regulated party status set fonth in Title 17, California Code of Regulations in $$ 95480-95490 as an opt-in" regulated party under California Air Resources Board as set forth in Title 17, California Code of Regulations $ 95480.3 with respect to all Biogas sold by Seller to Buyer hereunder.

Buyer will retain regulated party status set forth in Title 17, California Code of Regulations in $$ 95480-95490 as an "opt-in" regulated party under 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.

5. LCFS Credit Generation and LCFS Credit and RIN Sales. (a) For Biogas sold by Seller to Buyer hereunder, Seller shall pay Buyer: (I) one-hundred (100%) of the LCFS Credits Resale Price for all LCFS Credits that would have been generated by Conventional Gas if the Biogas provided under this Transaction Confirmation and sold as Vehicle Fuel at the Station had been Conventional Gas (the "Conventional LCES Credits"); plus (2) six percent (6%) of the LCFS Credits Resale Price for all Incremental LCFS Credits generated from Biogas Vehicle Fuel sold at the Station. Seller shall make such payment within thirty (30) days of the date of Seller's receipt of payment for such sold LCFS Credits. (b) Buyer acknowledges that Seller and/or its affiliates will act as a principal with respect to their own LCFS Credits and/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 hereunder. Seller and /or its affiliates and control persons shall owe no fiduciary obligation to Buyer with respect to the 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 alongside other LCFS Credits that Seller and/or its affiliates may market or sell based on the calendar quarter in which such credits are generated.
(c) Buyer will Deliver the Blue Gas LCFS Credits on or before the ninetieth (90") day of the calendar quarter following the end of each calendar quarter at Buyer's sole expense. Within thirty (30) days after each Delivery, Seller will provide Buyer with a report detailing the quantity of LCFS Credits that Buyer Delivered to Seller's LCFS Account. All rights, title to and interest in and risk of loss for the Blue Gas LCFS Credits will transfer from Buyer to Seller upon Delivery. Seller shall pay Buyer eighty percent (80%) of the LCFS Credits Resale Price for each Blue Gas LCFS Credit sold by Seller. Seller shall make this payment within thirty (30) days of its receipt of payment for such sold Blue Gas LCFS Credits.

ID # 2278
(d) Seller will use commercially reasonable efforts to sell all LCFS Credits generated hereunder from Biogas delivered hereunder within six (6) months of the generation of such LCFS Credits. Any outstanding Conventional LCFS Credits retained by Seller for longer than six (6) months, may, at Buyer's discretion, be transferred to Buyer in kind.
(e) Seller shall pay Buyer the RIN Share within thirty (30) days of the date of Seller's receipt of payment for such sold RINs.
(P) 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 sold. 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
Buyer 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. Seller shall be responsible for all of its costs incurred for EPA RFS and LCFS compliance and RIN generation. Seller shall also be responsible for all of its costs incurred for LCFS Credit generation when such credits are generated by the Biogas provided by Seller to Buyer hereunder. Buyer shall be responsible for all of its costs incurred for LCFS Credit generation when such credits are generated by Conventional Gas.

7. Change in Regulation
(a) Change in CARB Regulations. In the event CARB amends its regulations for the creation and sale of L.CFS Credits, Buyer and Seller shall work together and attempt to amend this Transaction Confirmation to maintain the economic arrangement set forth herein.
(b)Change in EPA Regulations. In the event that the EPA amends its regulations for the creation of RINs as related to the purchase and sale of Biogas for the production of Vehicle Fuel, Buyer and Seller shall work together and attempt to amend this Transaction Confirmation accordingly.

8. Term of this Transaction Confirmation
The term of this Transaction Confirmation shall commence upon the execution of this Transaction Confirmation by Buyer and Seller and this Transaction Confirmation shall expire on the last day of the Delivery Period.

9. Environmental Attributes and Alternative Fuel Credi
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 at the Station.

However, as 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 " lternative Fuel 'redit"% as mav be amended. for each gasoline gallon euivalent ID # 2278
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-I and is responsible for remitting any federal or state fuel taxes, if any, imposed on the subsequent sale or use of such fuel.

10. Adjustment 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 made to Buyer under Sections 5(a) and 5(e) above which is related to such Gas. This obligation shall survive the termination or expiration of this Transaction Confirmation.

I. Failure to Produce Vehicle Fuel
In the event that Buyer cannot utilize any Conventional Gas or Biogas for the production of a Vehicle Fuel, including but not limited to an event of Force Majeure or Event of Default, Buyer shall promptly notify Seller in writing. Any disruption due to an event of Force Majeure shall not be considered an Event of Default resulting in Early Termination under the Base Contract.

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 under Sections 5(a) and 5(e) above for the volume of Biogas that was not processed into a Vehicle Fuel. This obligation shall survive the termination or expiration of this Transaction Confirmation.

12. Further Assurances
Each party 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.

13. 4B 32
Effective 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.

I4. Additional Terms Applicable to Deliveries to SoCalGas.

Upon Seller's request, in writing, (a) Buyer will notify SoCalGas and will designate Seller as its energy service provider beginning on the Start Date, and (b) Buyer will assist Seller in completing all required Direct Access Service Request forms.

By executing this Transaction Confirmation, Buyer understands and agrees that: (i) it shall at all times, notwithstanding anything to the contrary herein, remain responsible for payment of its core gas transportation service received from SoCalGas; (ii) it will continue to receive an invoice from SoCalGas for transportation and other access charges and Buyer will be responsible for payment of all invoices it receives from SoCalGas; and (iii) it is responsible for all Franchise Fees under Tariff Rate Schedule G-NGVI and any Utility Users Tax that a city or county may require as a result of Buyer receiving its gas commodity through Seller. Buyer agrees to release and hold harmless. defend and indemnify the applicable utilitv from and against anv liability. claims. demands. causes of ID #2278
action, damages and/or expenses resulting from or in connection with any improper use of its gas consumption information.

I5. Nominations
At least 7 days prior to the first day of each calendar month during the Delivery Period, Buyer shall provide Seller with its Gas nominations for the following month (the Monthly Nomination"). In the event Buyer does not provide the Monthly Nomination to Seller at least 7 days prior to the first day of the month, Seller shall determine the applicable month's Monthly Nomination based on historical usage.

For each month that Buyer's Gas consumption at the Delivery Point exceeds the Monthly Nomination, Buyer shall be deemed to have purchased the excess Gas from Seller for the applicable Spot Price plus $0.025 per MMBtu.

For each month that Buyer's Gas consumption at the Delivery Point is less than the Monthly Nomination, Buyer will be deemed to have sold the excess Gas to Seller for the applicable Spot Price minus $0.025 per MMBtu.

IN WITNESS WHEREOF:

Buyer and Seller hereto have caused this Transaction Confirmation to be executed the day and year first above written.

ID # 2278

CITY OF BEVERLY HILLS
a California municipal corporation
ATTEST:

By:

APPROVED AS TO FORM:
%. Ake(l..Gs%)
Laurence S. Wiener, City Attorney
TO�ENT:

Sharon L' Heureux Dressel, Risk Manager
ID # 2278
CLEAN ENERGY RENEWABLE FUELS. LLC,
a Delaware limited liability company
(Please note: Two signatures required for
corporations pursuant to California
Corporations Code Section 313, unless
corporate documents authorize only one person
to sign this Agreement on behalf of the
corporation.)
Place corporate seal here
Title:

EXHIBIT A
CNG Station Location City Loral Distribution
Channel
345 North Foothill Road Beverly Hills SoCalGas
ID # 2278

SPECIAL PROVISIONS ATTACHED TO AND FORMING PART OF

THE BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
Dated April 24 ,2018
by and between
City of Beverly Hills
And
Clean Energy Renewable Fuels, LLC
Section 15.10
In Section 15.10 is hereby amended by deleting the following language in the Section in order to comply with any applicable law, order, regulation, or exchange rule"and replacing the deleted language with "in order to comply with any applicable law, order, regulation, or exchange rule, including, without limitation, the California Public Records Act".
•
/ ey4 54Be rlv Hills ARY NAME Clean Enere Renewable Fuels, LLC ,/IA i ] SIGNATURE
~,-1 '
Bv I '-
Julian A'Goid, M.D PRINTED NAME ' Tyler Henn
I Mavor Tue VP& General Mana0er
I
thy of Heverh 1Hills signatures sontme for t lean I nerg Renewable l els II( Cy o Leverh Hills peal lrovrions Attached / ,., anJ 1,•nmni: l'arl 1111hc IIJ,,: l unlr.id h•r ',,1k and l'un.h -..: ,,r Nmurnl <• - I1Isl
l f4)lf.ts AM
title
"';r;;_J'
( f1) G,ru;VII) / �_)7'_!'!.1_ ('
-----
I AURINKIS I NMR SW4NII 1IN
(it Attorne Detor of Puble Works
SHARON THI UR DRIS5II
Risl Manager
I
Base Contract for Sale and Purchase of Natural Gas
This Base Contract is entered into as of the following date: April 24,_2018 The parties to this Base Contract are the following

PARTY A PARTY NAME PARTY B
City of Beverly Hills Clean Enere Renewable Fuels. LLC
345 North Foothill Road 4675 MacArthur Count, Suite B00 Beverly Hils, CA 90210 ADDRESS Newport Beach, CA 92660
BUSINESS www.cleanenergyfuels .com

WEBSITE
CONTRACT 8Evoo1 NUMBER
D-UN-S8
NUMBER
( US FEDERAL ( US FEDERAL 27-5411503

OTHER TAX ID NUMBERS OTHER
California JURISDICTION OF Delaware

ORGANIZATION
Corporation LLC D Corporation ( LLC
Limited Partnership Partnership COMPANY TYPE Limited Partnership Partnership LLP ( Other Municipal LLP Other.

Corp» ration

GUARANTOR

IF APPLICABLE

CONTACT INFORMATION
City of Reverty th Clea Energy Renewable fuels. 4LG
ATTN sh stein, Director of ublie Word COMMERCIAL ATTN: Iver Henn TEL (210)285-244 FAX TEL (9491 417.1284
EMAL:sot«we rtvhil EMA: r inn ' n.n. l.con
City et Revert its Glean foes Renewable fuels. AG
ATTN Shan fetein, Directer et Pubic. Words ATTN. Iler Henn • SCHEDULING
TEL4 (310)2462494 AX TEL# 0491 47.13284
ft4AL.pt4.4.4 EMAIL: er 4n hr if ' 0on
It et 8every tie Hean tnetq enewgte fut. AAATTN. Shara fantain. Directer at Public. Word. • CONTRACT AND ATTN. Iver HennLEGAL NOTICES TEL# (101285.2494 AX TEL 08481 427.1284
FMAt ll EMAIL e l . '
City ot Bevard Hilt Glen fnerg Renewable fats. AA.G
ATTN 8haw Genin, Oirester etPvblis. er.
• CREDIT
ATTN- 1int iann
TEL4 (10128$-2494 FAX TEL (941 421.124
EMAL: f
••• EMAIL.:

Git ot Reverty ih Glau feta newbie fas. AA.G
ATTN. Sana festein, Oirester etPb#is. Wr + TRANSACTION ATTN Int ienn TEL (310\)285-2494 FAX CONFIRMATIONS TEL (41 4327.1284
EMAL: %cos.ti ls EMAIL:

ACCOUNTING INFORMATION
Git et Revert ti Glen fnsg Renewable fats. AL.GATTN Sha fast«in, Directer of Puubli. Word. • INVOICES ATTN Dint ienn TEL4 (3101285-2494 FAX + PAYMENTS TEL (9491427.124
EMAIL [email protected]
SETTLEMENTS EMAL: lit.Henn(cleanarstue.c.or
BANK. WIRE TRANSFER BANK.

ABA: ACCT: NUMBERS ABA ACCT.

OTHER DETAILS: (IF APPLICABLE) OTHER DETAILS:

BANK: ACH NUMBERS BANK:

ABA: ACCT: (IF APPLICABLE) ABA: ACCT:

OTHER DETAILS: OTHER DETAILS:

ATTN: City of Beverly His Clean Energy Renewable Fuels, LLC ADDRESS: 45 North Foothill Road CHECKS ATTN ADDRESS. 4675 MacArthur Ct, Suite 800 Bevent Hill8, CA 90210 (IF APPLICABLE) Newport Beach, CA 92660 Copynight 0 2006 North American Energy Standards Board, Inc AI Rights Reserved
ID# 1572
NAESB Standard 6.3.1
September 5, 2006
(CE re 08 01 2014)
Base Contract for Sale and Purchase of Natural Gas
(Continued)
This Base Contract incorporates by reference for all purposes the General Terms and Conditions for Sale and Purchase of Natural Gas published by the North American Energy Standards Board. The parties hereby agree to the following provisions offered in said General Terms and Conditions. In the event the parties fail to check a box, the specified default provision shall apply. Select the appropriate box(es] fromn each section '
Section 1.2 D Oral (default)y Section 10.2 ( No Additional Events of Default (default) Transaction OR Additional
Procedure f Written Events of Indebtedness Cross Default Default Party A
Section 2.7 ( 2Business Days after receipt (default
Confirm Deadline OR Party B:

D Business Days after receipt
Transactional Cross Default
Specified Transactions
Section 2.8 181 Seller (default)
Confirming Party OR
Buyer
D
Section 3.2 g Cover Standard (default) Section 10.3.1 181 Early Termination Damages Apply (default) Performance OR Early
Obligation Spot Price Standard Termination OR
Damages
D Early Termination Damages Do Not Apply
Note: The following Spot Price Publication applies to both of the immediately orecedina Section 10.3.2 ( Other Agreement Setoffs Apply (default) Other
Sec U tion 2.31 ( Gas Daily Midpoint (default) Agreement Bilateral (default) Spot Pnice OR Setoffs D Triangular Publication
OR
Other Agreement Setoffs Do Not Apply
Section 6 U Buyer Pays At and Afer Delivery Point (default') Taxes OR
Seller Pays Before and At Delivery point
Section 7.2 181 25 Day of Month following Month of delivery Section 15.5 California Payment Date (default) Choice Or Law OR
Dav of Month followina Month of delivery
Section 7.2 Wire transfer (default) Section 15.10 ( Confidentiality applies (default) Method of Payment
r
Automated Clearinghouse Credit (ACH) Confidentiality OR Check Confidentiality does not apply
Section 7.7 ( Netting applies (default)
Netting OR
Nettin does not aolv
[Special Provisions Number of sheets attached 1
Addendum(s):

IN WITNESS MEREOF, the parties hereto have executed this Base Contract in duplicate II (t fBeVe h44e PARTY NAME Clean Enerau Renewable Fuels. LLC [(/l I 11/L SIGNATURE -
Bv '----- ,v Bv '- '-
I Ju%liaa l A. Gold. M.D. PRINTED NAM Tyler Henn
I Mavor nu Vice President
?Py"ght 9 2006 North American Energy standards Board, inc NAESB Standard 6.3.1 AII Rigl ts Reserved Page 2of 14 September 5, 2006
(CE rev 08.01 14)
City of Beverly Hills signatures continue for Clean Energy Renewable Fuels, LLC -- City of Beverly Hills Base Contract for Sale and Purchase of Natural Gas
ATTEST
C#%- ity Cler
(SEAL

APPROVED AS TO FORM
ah.04A Gs.,)

LAURENCE S WIENER
City Attorney
I
APPROVE°JOCO
'!!A·EPSTEIN
Director of Pubt.)

SHARON LHEUREUX DRESSEL
Risk Manager
General Terms and Conditions
Base Contract for Sale and Purchase of Natural Gas
SECTION 1. PURPOSE AND PROCEDURES
1,1, These General Terms and Conditions are intended to facilitate purchase and sale transactions of Gas on a Firm or Interruptible basis. "Buyer" refers to the party receiving Gas and "Seller" refers to the party delivering Gas. The entire agreement be tween the Dartei s sh a II be 1h e C on lracl as d e fi n ed n Section 2 . 9 The parties have selected either the "Oral Transaction Procedure" or the "Written Transaction Procedure" as indicated on the Base Contract.

Oral Transaction Procedure:

1.2. The parties will use the following Transaction Confirmation procedure. Any Gas purchase and sale transaction may be effectuated in an EDI transmission or telephone conversation with the offer and acceptance constituting lhe agreement of the parties. The parties shall be legally bound from the time they so agree to transaction terms and may each rely thereon. Any such transaction shall be considered a writing" and to have been signed'. Notwithstanding the foregoing sentence, the parties agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section 1.2 (Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on any Trans action Confirmation as the identification and authentication of Confirming Party. If the Transaction Confirmation contains any provisions other than those relating to the commercial terms of the transaction (i.e., price, quantity, performance obligation, delivery point, period of delivery and/or transportation conditions), which modify or supplement the Base Contract or General Terms and Conditions of this Contract (e.g., arbitration or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 1.3 but must be expressly agreed to by both parties; provided that the foregoing shall not invalidate anv transaction aareed to bv the parties.

Written Transaction Procedure:

1.2 The parties will use the following Transaction Confirmation procedure. Should the parties come to an agreement regarding a Gas purchase and sale transaction for a particular Delivery Period, the Confirming Party shall, and the other party may, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting Transaction Confirmations or the passaae of the Confirm Deadline without obiection from the receivina partv. as provided in Section 1.3

1.3. Ifasending party's Transaction Confirmation is materially different from the receiving party's understanding of the agreement referred to in Section 1.2, such receiving party shall notify the sending party via facsimile, EDI or mutually agreeable electronic means by the Confirm Deadline, unless such receiving party has previously sent a Transaction Confirmation to the sending party. The failure of the receiving party to so notify the sending party in writing by the Confirm Deadline constitutes the receiving party's agreement to the terms of the transaction described in the sending party's Transaction Confirmation. If there are any material differences between timely sent Transaction Confirmations governing the same transaction, then neither Transaction Confirmation shall be binding until or unless such differences are resolved including the use of any evidence that clearly resolves the differences in the Transaction Confirmations. In the event of a conflict among the terms of (1) a binding Transaction Confirmation pursuant to Section 1.2, (i) the oral agreement of the parties which may be evidenced by a recorded conversation, where the parties have selected the Oral Transaction Procedure of the Base Contract, (ii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the documents shall govern in the priority listed in this sentence

1.4. The parties agree that each party may electronically record all telephone conversations with respect to this Contract between their respective employees, without any special or further notice to the other party. Each party shall obtain any necessary consent of its agents and employees to such recording. Where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, the parties agree not to contest the validity or enforceability of telephonic recordings entered into in accordance with the requirements of this Base Contract
SECTION 2. DEFINITIONS
The terms set forth below shall have the meaning ascribed to them below. Other terms are also defined elsewhere in the Contract and shall have the meanings ascribed to them herein.

2.1. "Additional Event of Default" shall mean Transactional Cross Default or Indebtedness Cross Default, each as and if selected by the parties pursuant to the Base Contract

2.2. "Affiliate shall mean, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control of any entity or person means ownership of at least 50 percent of the voting power of the entity or person

2.3. "Alternative Damages" shall mean such damages, expressed in dollars or dollars per MMBtu, as the parties shall agree upon in the Transaction Confirmation, in the event either Seller or Buyer fails to perform a Firm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer.

2.4. "Base Contract shall mean a contract executed by the parties that incorporates these General Terms and Conditions by reference; that specifies the agreed selections of provisions contained herein; and that sets forth other information required herein and any Special Provisions and addendum(s) as identified on page one.

2.5. "British thermal unit" or "Btu" shall mean the International BTU, which is also called the Btu (TT).

2.6. "Business Day(s)" shall mean Monday through Friday, excluding Federal Banking Holidays for transactions in the U.S.

2.7. "Confirm Deadline" shall mean 5.00 p.m. in the receiving party's time zone on the second Business Day following the Day a Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5:.00 p.m. in the receiving party's time zone, it shall be deemed received at the opening of the next Business Day

2.8. "Confirming Party" shall mean the party designated in the Base Contract to prepare and forward Transaction Confirmations to the other party.

2.9, "Contract" shall mean the legally-binding relationship established by (i) the Base Contract, (i) any and all binding Transaction Confirmations and (ii) where the parties have selected the Oral Transaction Procedure in Section 1.2 of the Base Contract, any and all transactions that the parties have entered into through an EDI transmission or by telephone, but that have not been confirmed in a binding Transaction Confirmation, all of which shall form a single integrated agreement between the parties.

2.10. "Contract Price" shall mean the amount expressed in U.S. Dollars per MMBtu to be paid by Buyer to Seller for the purchase of Gas as agreed to by the parties in a transaction

2.11, "Contract Quantity" shall mean the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction 212 "Cover Standard", as referred to in Section 3.2, shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to () if Buyer is the performing party, obtain Gas, (or an alternate fuel if elected by Buyer and replacement Gas is not available), or (ii) if Seller is the performing party, sell Gas, in either case, at a price reasonable for the delivery or production area, as applicable, consistent with the amount of notice provided by the nonperforming party; the immediacy of the Buyer's Gas consumption needs or Seller's Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the nonperforming party.

2.13. "Credit Support Obligation(s)" shall mean any obligation(s) to provide or establish credit support for, or on behalf of, a party to this Contract such as cash, an irrevocable standby letter of credit, a margin agreement, a prepayment, a security interest in an asset, guaranty, or other good and sufficient security of a continuing nature.

2.14. "Day" shall mean a period of 24 consecutive hours, coextensive with a "day" as defined by the Receiving Transporter in a particular transaction.

2.15, "Delivery Period" shall be the period during which deliveries are to be made as agreed to by the parties in a transaction.

2.16. "Delivery Point(s)" shall mean such point(s) as are agreed to by the parties in a transaction 217. "EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract

2.18. "EFP" shall mean the purchase, sale or exchange of natural Gas as the "physical" side of an exchange for physical transaction involving gas futures contracts. EFP shall incorporate the meaning and remedies of "Firm", provided that a party's excuse for nonperformance of its obligations to deliver or receive Gas will be governed by the rules of the relevant futures exchange regulated under the Commodity Exchange Act

2.19, "Flem" shall mean that either party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure; provided, however, that during Force Majeure interruptions, the party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by the Transporter

2.20. "Gas" shall mean any mixture of hydrocarbons and noncombustible gases in a gaseous state consisting primarily of methane.

2.21, "Guarantor" shall mean any entity that has provided a guaranty of the obligations of a party hereunder.

2.22. "Imbalance Charges" shall mean any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomination requirements

2.23. "Indebtedness Cross Default" shall mean if selected on the Base Contract by the parties with respect to a party, that it or its Guarantor, if any, experiences a default, or similar condition or event however therein defined, under one or more agreements or instruments, individually or collectively, relating to indebtedness (such indebtedness to include any obligation whether present or future, contingent or otherwise, as principal or surety or otherwise) for the payment or repayment of borrowed money in an aggregate amount greater than the threshold specified in the Base Contract with respect to such party or its Guarantor, if any, which results in such indebtedness becoming immediately due and payable

2.24. "Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4.3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/or receipts is confirmed by Transporter.

2.2S, "MMBtu" shall mean one million British thermal units, which is equivalent to one dekatherm

2.26. "Month" shall mean the period beginning on the first Day of the calendar month and ending immediately prior to the commencement of the first Day of the next calendar month.

2.27. "Payment Date" shall mean a date, as indicated on the Base Contract, on or before which payment is due Seller for Gas received by Buyer in the previous Month.

2.28. "Receiving Transporter" shall mean the Transporter receiving Gas at a Delivery Point, or absent such receiving Transporter, the Transporter delivering Oas at a Delivery Point.

2.29. "Scheduled Gas" shall mean the quantity of Gas confirmed by Transporter(s) for movement, transportation or management.

2.30. "Specified Transaction(s)" shall mean any other transaction or agreement between the parties for the purchase, sale or exchange of physical Gas, and any other transaction or agreement identified as a Specified Transaction under the Base Contract.

2.31. "Spot Price " as referred to in Section 3.2 shall mean the price listed in the publication indicated on the Base Contract, under the listing applicable to the geographic location closest in proximity to the Delivery Point(s) for the relevant Day, provided, if there is no single price published for such location for such Day, but there is published a range of prices, then the Spot Price shall be the average of such high and low prices. If no price or range of prices is published for such Day, then the Spot Price shall be the average of the following: (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next precedes the relevant Day; and (i) the price (determined as stated above) for the first Day for which a price or range of prices is published that next follows the relevant Day.

2.32. "Transaction Confirmation" shall mean a document, similar to the form of Exhibit A, setting forth the terms of a transaction formed pursuant to Section 1 for a particular Delivery Period

2.33. "Transactional Cross Default" shall mean if selected on the Base Contract by the parties with respect to a party, that it shall be in default, however therein defined, under any Specified Transaction.

2.34. "Termination Option" shall mean the option of either party to terminate a transaction in the event that the other party fails to perform a Frm obligation to deliver Gas in the case of Seller or to receive Gas in the case of Buyer for a designated number of days during a period as specified on the applicable Transaction Confirmation

2.35, "Transporter(s)" shall mean all Gas gathering or pipeline companies, or local distribution companies, acting in the capacity of a transporter, transporting Gas for Seller or Buyer upstream or downstream, respectively, of the Delivery Point pursuant to a particular transaction.

SECTION 3. PERFORMANCE OBLIGATION

3.1, Seller agrees to sell and deliver, and Buyer agrees to receive and purchase, the Contract Quantity for a particular transaction in accordance with the terms of the Contract. Sales and purchases will be on a Firm or Interruptible basis, as agreed to by the parties in a transaction
The parties have selected either the "Cover Standard" or the "Soot Price Standard" as indicated on the Base Contract.

Cover Standard:

3.2. The sole and exclusive remedy of the parties in the event of a breach of a Firm obligation to deliver or receive Gas shall be recovery of the following: (i) in the event of a breach by Seller on any Day(s), payment by Seller to Buyer in an amount equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation costs to or from the Delivery Point(s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day(s) excluding any quantity for which no sale is available; and (ii) in the event that Buyer has used commercially reasonable efforts to replace the Gas or Seller has used commercially reasonable efforts to sell the Gas to a third party, and no such replacement or sale is available for all or any portion of the Contract Quantity of Gas, then in addition to (i) or (i) above, as applicable, the sole and exclusive remedy of the performing party with respect to the Gas not replaced or sold shall be an amount equal to any unfavorable difference between the Contract Price and the Spot Price, adjusted for such transportation to the applicable Delivery Point, multiplied by the quantity of such Gas not replaced or sold. Imbalance Charges shall not be recovered under this Section 3.2, but Seller and/or Buyer shall be responsible for Imbalance Charges, if any, as provided in Section 4.3. The amount of such unfavorable difference shall be payable five Business Days after presentation of the performing party's invoice, which shall set forth the basis upon which such amount was calculated.

Soot Price Standard:

3.3. Notwithstanding Section 3.2, the parties may agree to Alternative Damages in a Transaction Confirmation executed in writing by both parties

3.4. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated.

SECTION 4. TRANSPORTATION, NOMINATIONS, AND IMBALANCES

4.1, Seller shall have the sole responsibility for transporting the Gas to the Delivery Point(s). Buyer shall have the sole responsibility for transporting the Gas from the Delivery Point(s).

4.2. The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter(s) Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter(s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party

4.3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer's receipt of quantities of Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Seller's delivery of quantities of Gas greater than or less than the Scheduled Gas, then Seller shall pay for such Imbalance Charges or reimburse Buyer for such imbalance Charges paid by Buyer.

SECTION 5. QUALITY AND MEASUREMENT
All Gas delivered by Seller shall meet the pressure, quality and heat content requirements of the Receiving Transporter. The unit of quantity measurement for purposes of this Contract shall be one MMBtu dry. Measurement of Gas quantities hereunder shall be in accordance with the established procedures of the Receiving Transporter.

SECTION 6 . TAXES
The parties have selected either "Buyer Pays At and After Delivery Point" or "Seller Pays Before and At Delivery Point" as indicated on the Base Contract.

Buver Pavs At and After Delivery Point:

Seller shall pay or cause to be paid all taxes, fees, levies, penalties, licenses or charges imposed by any government authority ( Taxes") on or with respect to the Gas prior to the Delivery Point(s) and all Taxes at the Delivery Point(s). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas after the Delivery Point(s) If a party is required to remit or pay Taxes that are the other party s responsibility hereunder, the party responsible for such Taxes shall promptly reimburse the other party for such Taxes. Any party entitled to an exemption from any such Taxes or charges shall furnish the other nartu gnv necessary documentation thereof SECTION 7. BILLING, PAYMENT, AND AUDIT
71, Seller shall invoice Buyer for Gas delivered and received in the preceding Month and for any other applicable charges, providing supporting documentation acceptable in industry practice to support the amount charged. If the actual quantity delivered is not known by the billing date, billing will be prepared based on the quantity of Scheduled Gas. The invoiced quantity will then be adjusted to the actual quantity on the following Month's billing or as soon thereafter as actual delivery information is available.

7.2. Buyer shall remit the amount due under Section 7.1 in the manner specified in the Base Contract, in immediately available funds, on or before the later of the Payment Date or 10 Days after receipt of the invoice by Buyer, provided that if the Payment Date is not a Business Day, payment is due on the next Business Day following that date. In the event any payments are due Buyer hereunder, payment to Buyer shall be made in accordance with this Section 7.2

7.3. In the event payments become due pursuant to Sections 3.2 or 3.3, the performing party may submit an invoice to the nonperforming party for an accelerated payment setting forth the basis upon which the invoiced amount was calculated. Payment from the nonperforming party will be due five Business Days after receipt of invoice.

7.4. fthe invoiced party, in good faith, disputes the amount of any such invoice or any part thereof, such invoiced party will pay such amount as it concedes to be correct, provided, however, if the invoiced party disputes the amount due, it must provide supporting documentation acceptable in industry practice to support the amount paid or disputed without undue delay. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section

7.5. fthe invoiced party fails to remit the full amount payable when due, interest on the unpaid portion shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum; or (i) the maximum applicable lawful interest rate.

7.6. Aparty shal have the night, at its own expense, upon reasonable Notice and at reasonable times, to examine and audit and to obtain copies of the relevant portion of the books, records, and telephone recordings of the other party only to the extent reasonably necessary to verify the accuracy of any statement, charge, payment, or computation made under the Contract This night to examine, audit, and to obtain copies shall not be available with respect to proprietary information not directly relevant to transactions under this Contract. All invoices and bilings shall be conclusively presumed final and accurate and all associated claims for under- or overpayments shall be deemed waived unless such invoices or billings are objected to in writing, with adequate explanation and/or documentation, within two years after the Month of Gas delivery. All retroactive adjustments under Section 7 shall be paid in full by the party owing payment within 30 Days of Notice and substantiation of such inaccuracy.

7.7. Unless the parties have elected on the Base Contract not to make this Section 7.7 applicable to this Contract, the parties shall net all undisputed amounts due and owing, and/or past due, arising under the Contract such that the party owing the greater amount shall make a single payment of the net amount to the other party in accordance with Section 7; provided that no payment required to be made pursuant to the terms of any Credit Support Obligation or pursuant to Section 7.3 shall be subject to netting under this Section. If the parties have executed a separate netting agreement, the terms and conditions therein shal prevail to the extent inconsistent herewith.

SECTION 8. TITLE, WARRANTY, AND INDEMNITY

8.1. Unless otherwise specifically agreed, title to the Gas shall pass from Seller to Buyer at the Delivery Point(s). Seller shall have responsibility for and assume any liability with respect to the Gas prior to its delivery to Buyer at the specified Delivery Point(s).

Buyer shall have responsibility for and assume any liability with respect to said Gas after its delivery to Buyer at the Delivery Point(s)

8.2. Seller warrants that it will have the right to convey and will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8.2 ANO IN SECTION 15.8, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, ARE DISCLAIMED.

8.3. Seller agrees to indemnify Buyer and save it harmless from all losses, liabilities or claims including reasonable attorneys' fees and costs of court ("Claims"), from any and all persons, arising from or out of claims of title, personal injury (including death) or property damage from said Gas or other charges thereon which attach before title passes to Buyer. Buyer agrees to indemnify Seller and save it harmless from all Clairs, from any and all persons, arising from or out of claims regarding payment, personal injury (including death) or property damage from said Gas or other charges thereon which attach after title passes to Buyer.

8.4. The parties agree that the delivery of and the transfer of title to all Gas under this Contract shall take place within the Customs Territory of the United States (as defined in general note 2 of the Harmonized Tariff Schedule of the United States 19U.S.C. $1202, General Notes, page 3); provided, however, that in the event Seller took title to the Gas outside the Customs Territory of the United States, Seller represents and warrants that it is the importer of record for all Gas entered and delivered into the United States, and shall be responsible for entry and entry summary filings as well as the payment of duties, taxes and fees, if any, and all applicable record keeping requirements

8.5, Notwithstanding the other provisions of this Section 8, as between Seller and Buyer, Seller will be liable for all Claims to the extent that such arise from the failure of Gas delivered by Seller to meet the quality requirements of Section 5.

SECTION 9. NOTICES
9,1, Al Transaction Confirmations, invoices, payment instructions, and other communications made pursuant to the Base Contract ("Notices") shall be made to the addresses specified in writing by the respective parties from time to time

9.2 All Notices required hereunder shall be in writing and may be sent by facsimile or mutually acceptable electronic means, a nationally recognized overnight courier service, first class mail or hand delivered

9.3. Notice shall be given when received on a Business Day by the addressee. In the absence of proof of the actual receipt date, the following presumptions will apply. Notices sent by facsimile shall be deemed to have been received upon the sending party's receipt of its facsimile machine's confirmation of successful transmission. If the day on which such facsimile is received is not a Business Day or is after five p.m. on a Business Day, then such facsimile shall be deemed to have been received on the next following Business Day. Notice by overnight mail or courier shall be deemed to have been received on the next Business Day after it was sent or such earlier time as is confirmed by the receiving party. Notice via first class mail shall be considered delivered five Business Days after mailing

9.4, The party receiving a commercially acceptable Notice of change in payment instructions or other payment information shall not be obligated to implement such change until ten Business Days after receipt of such Notice SECTION 10. FINANCIAL RESPONSIBILITY

10.1. If either party (X") has reasonable grounds for insecurity regarding the performance of any obligation under this Contract (whether or not then due) by the other party (Y") (including, without limitation, the occurrence of a material change in the creditworthiness of Y or its Guarantor, if applicable), X may demand Adequate Assurance of Performance. "Adequate Assurance of Performance" shall mean sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to X, including, but not limited to cash, a standby irrevocable letter of credit, a prepayment, a security interest in an asset or guaranty. Y hereby grants to X a continuing first priority security interest in, lien on, and night of setoff against all Adequate Assurance of Performance In the form of cash transferred by Y to X pursuant to this Section 10.1. Upon the return by X to Y of such Adequate Assurance of Performance, the security interest and lien granted hereunder on that Adequate Assurance of Performance shall be released automatically and, to the extent possible, without any further action by either party

10.2. In the event (each an "Event of Default") either party (the "Defaulting Party") or its Guarantor shall: (i) make an assignment or any general arrangement for the benefit of creditors; (ii) file a petition or otherwise commence, authorize, or acquiesce in the commencement of a proceeding or case under any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it; (iii) otherwise become bankrupt or insolvent (however evidenced); (iv) be unable to pay its debts as they fall due; (v) have a receiver, provisional liquidator, conservator, custodian, trustee or other similar official appointed with respect to it or substantially all of its assets; (vi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating to the Contract; (vii) fail to give Adequate Assurance of Performance under Section 10.1 within 48 hours but at least one Business Day of a written request by the other party; (viii) not have paid any amount due the other party hereunder on or before the second Business Day following written Notice that such payment is due; or ix) be the affected party with respect to any Additional Event of Default; then the other party (the "Non-Defaulting Party") shall have the night, at its sole election, to immediately withhold and/or suspend deliveries or payments upon Notice and/or to terminate and liquidate the transactions under the Contract, in the manner provided in Section 10.3, in addition to any and all other remedies available hereunder.

10.3. If an Event of Default has occurred and is continuing, the Non-Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an early termination date (the Early Termination Date") for the liquidation and termination pursuant to Section 10.3.1 of all transactions under the Contract, each a "Terminated Transaction" On the Early Termination Date, all transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law ("Excluded Transactions"), which Excluded Transactions must be liquidated and terminated as soon thereafter as is legally permissible, and upon termination shall be a Terminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, itt s a ct ua Aterminir at1ti on daa tes hot a b» e th e Eaart iv Termi. nanfii on Dt. ate fc tor purposes o fSe cti ion 10.3.1 The parties have selected either "Early Termination Damages Apply" or "Early Termination Damages Do Not Apply" as indicated on the Base Contract.

Early Termination Damaaes Apply:

10.3.1. As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, (i) the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section

3.2), for which payment has not yet been made by the party that owes such payment under this Contract and (ii) the Market Value, as defined below, of each Terminated Transaction. The Non-Defaulting Party shall () liquidate and accelerate each Terminated Transaction at its Market Value, so that each amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Terminated Transaction(s) shall be due to the Buyer under the Terminated Transaction(s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and (y) where appropriate, discount each amount then due under clause (x) above to present value in a commercially reasonable manner as of the Early Termination Date (to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions)
For purposes of this Section 10.3.1, "Contract Value" means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the Contract Price, and Market Value" means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the market price for a similar transaction at the Delivery Point determined by the Non-Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non-Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas trading markets, similar sales or purchases and any other bona fide third-party offers, all adjusted for the length of the term and differences in transportation costs. A party shall not be required to enter Into a replacement transaction(s) in order to determine the Market Value. Any extension(s) of the term of a transaction to which parties are not bound as of the Early Termination Date (including but not limited to "evergreen provisions") shall not be considered in determining Contract Values and Market Values. For the avoidance of doubt, any option pursuant to which one party has the night to extend the term of a transaction shall be considered in determining Contract Values and Market Values The rate of interest used in calculatina net present value shall be determined bv the Non-Defaultina Partv in a commercially reasonable manner.

Early Termination Damaaes Do Not Applv:

10.3.1. As of the Early Termination Date, the Non-Defaulting Party shall determine, in good faith and in a commercially reasonable manner, the amount owed (whether or not then due) by each party with respect to all Gas delivered and received between the parties under Terminated Transactions and Excluded Transactions on and before the Early Termination Date and all other applicable charges relating to such deliveries and receipts (including without limitation any amounts owed under Section

3.2). for which pavment has not vet been made bv the partv that owes such pavment under this Contract.

The parties have selected either "Other Agreement Setoffs Apply" or "Other Agreement Setoffs Do Not Apply" as indicated on the Base Contract.

Other Aareement Setoffs Aonlv:

Bilateral Setoff Option:

10.3.2. The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the "Net Settlement Amount"). At its sole option and without prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff any Net Settlement Amount against (i) any margin or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract; and (ii) any amount(s) (including any excess cash margin or excess cash collateral) owed or held by the party that is entitled to the Net Settlement Amount under any other agreement or arrangement between the parties.

Triangular Setoff Option:

10.3.2 The Non-Defaulting Party shall net or aggregate, as appropriate, any and all amounts owing between the parties under Section 10.3.1, so that all such amounts are netted or aggregated to a single liquidated amount payable by one party to the other (the Net Settlement Amount"). At its sole option, and without prior Notice to the Defaulting Party, the Non-Defaulting Party is hereby authorized to setoff (i) any Net Settlement Amount against any margin or other collateral held by a party in connection with any Credit Support Obligation relating to the Contract, (i) any Net Settlement Amount against any amount(s) (including any excess cash margin or excess cash collateral) owed by or to a party under any other agreement or arrangement between the parties; (iii) any Net Settlement Amount owed to the Non-Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Non-Defaulting Party or its Affiliates to the Defaulting Party under any other agreement or arrangement; (iv) any Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party to the Non-Defaulting Party or its Affiliates under any other agreement or arrangement; and/or (v) any Net Settlement Amount owed to the Defaulting Party against any amount(s) (including any excess cash margin or excess cash collateral) owed by the Defaulting Party or its Affiliates to the Non-Defaulting Party under any other agreement or arrangement.

Other Agreement Setoffs Do Not Applv:

10.3.3. If any obligation that is to be included in any netting, aggregation or setoff pursuant to Section 10.3.2 is unascertained, the Non-Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non-Defaulting Party accounting to the Defaulting Party when the obligation is ascertained. Any amount not then due which is included in any netting, aggregation or setoff pursuant to Section 10.3.2 shall be discounted to net present value in a commercially reasonable manner determined by the Non-Defaulting Party

10.4. As soon as practicable after a liquidation, Notice shall be given by the Non-Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from the Non-Defaulting Party.The Notice shall include a written statement explaining in reasonable detail the calculation of the Net Settlement Amount, provided that failure to give such Notice shall not affect the validity or enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non-Defaulting Party.The Net Settlement Amount as well as any setoffs applied against such amount pursuant to Section 10.3.2, shall be paid by the close of business on the second Business Day following such Notice, which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount as adjusted by setoffs, shall accrue from the date due until the date of payment at a rate equal to the lower of (i) the then-effective prime rate of interest published under "Money Rates" by The Wall Street Journal, plus two percent per annum; or (ii) the maximum applicable lawful interest rate.

10.5, The parties agree that the transactions hereunder constitute a "forward contract" within the meaning of the United States Bankruptcy Code and that Buyer and Seller are each "forward contract merchants" within the meaning of the United States Bankruptcy Code

10.6. The Non-Defaulting Party's remedies under this Section 10 are the sole and exclusive remedies of the Non-Defaulting Party with respect to the occurrence of any Early Termination Date. Each party reserves to itself all other rights, setoffs, counterclaims and other defenses that it is or may be entitled to arising from the Contract.

10.7 With respect to this Section 10, if the parties have executed a separate netting agreement with close-out netting provisions, the terms and conditions therein shall prevail to the extent inconsistent herewith.

SECTION 11. FORCE MAJEURE

11.1. Except with regard to a party's obligation to make payment(s) due under Section 7, Section 10.4, and Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term "Force Majeure" as employed herein means any cause not reasonably within the control of the party claiming suspension, as further defined in Section 11.2

11.2. Force Majeure shall include, but not be limited to, the following: (i) physical events such as acts of God, landslides, lightning, earthquakes, fires, storms or storm warnings, such as hurricanes, which result in evacuation of the affected area, floods, washouts, explosions, breakage or accident or necessity of repairs to machinery or equipment or lines of pipe; (ii) weather related events affecting an entire geographic region, such as low temperatures which cause freezing or failure of wells or lines of pipe; (iii) interruption and/or curtailment of Firm transportation and/or storage by Transporters; (iv) acts of others such as strikes, lockouts or other industrial disturbances, riots, sabotage, insurrections or wars, or acts of terror, and (v) governmental actions such as necessity for compliance with any court order, law, statute, ordinance, regulation, or policy having the effect of law promulgated by a governmental authority having junsdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once ii has occurred in order lo resume performance.

11.3. Neither party shall be entitled to the benefit of the provisions of Force Majeure to the extent performance is affected by any or all of the following circumstances: (i) the curtailment of interruptible or secondary Firm transportation unless primary, in-path, Firm transportation is also curtailed; (i) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (ii) economic hardship, to include, without limitation, Seller's ability to sell Gas at a higher or more advantageous price than the Contract Price, Buyer's ability to purchase Gas at a lower or more advantageous price than the Contract Price, or a regulatory agency disallowing, in whole or in part, the pass through of costs resulting from this Contract, (iv) the loss of Buyer's market(s) or Buyer's inability to use or resell Gas purchased hereunder, except, in either case, as provided in Section 11.2, or (v) the loss or failure of Seller's gas supply or depletion of reserves, except, in either case, as provided in Section 11.2.

The party claiming Force Majeure shall not be excused from its responsibility for Imbalance Charges

11.4, Notwithstanding anything to the contrary herein, the parties agree that the settlement of strikes, lockouts or other industrial disturbances shall be within the sole discretion of the party experiencing such disturbance.

11.5, The party whose performance is prevented by Force Majeure must provide Notice to the other party. Initial Notice may be given orally; however, written Notice with reasonably full particulars of the event or occurrence is required as soon as reasonably possible. Upon providing written Notice of Force Majeure to the other party, the affected party will be relieved of its obligation, from the onset of the Force Majeure event, to make or accept delivery of Gas, as applicable, to the extent and for the duration of Force Majeure, and neither party shall be deemed to have failed in such obligations to the other during such occurrence or event.

11.6. Notwithstanding Sections 11.2 and 11.3, the parties may agree to alternative Force Majeure provisions in a Transaction Confirmation executed in writing by both parties.

SECTION 12. TERM
This Contract may be terminated on 30 Day's written Notice, but shall remain in effect until the expiration of the latest Delivery Period of any transaction(s). The rights of either party pursuant to Section 7.6, Section 10, Section 13, the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the Base Contract or any transaction SECTION 13. LIMITATIONS

FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE Of DAMAGES SHAU. BE THE SOLE AND EXCLUSIVE REMEDY. A PARTY'S LIABILITY HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, ANO All OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, A PARTY'S LIABILITY SHALL BE UM I TEO TO DIRECT ACTUAL DAMAGES ONLY. SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS

EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE,

EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE

LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR

CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE

LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR

OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS.

SECTION 14. MARKET DISRUPTION
If a Market Disruption Event has occurred then the parties shall negotiate in good faith to agree on a replacement price for the Floating Price (or on a method for determining a replacement price for the Floating Price) for the affected Day, and if the parties have not so agreed on or before the second Business Day following the affected Day then the replacement price for the Floating Price shall be determined within the next two following Business Days with each party obtaining, in good faith and from non-affiliated market participants in the relevant market, two quotes for prices of Gas for the affected Day of a similar quality and quantity in the geographical location closest in proximity to the Delivery Point and averaging the four quotes. If either party fails to provide two quotes then the average of the other party's two quotes shall determine the replacement price for the Floating Price. "Floating Price" means the price or a factor of the price agreed to in the transaction as being based upon a specified index. "Market Disruption Event" means, with respect to an index specified for a transaction, any of the following events: (a) the failure of the index to announce or publish information necessary for determining the Floating Price; (b) the failure of trading to commence or the permanent discontinuation or material suspension of trading on the exchange or market acting as the index, (c) the temporary or permanent discontinuance or unavailability of the index; (d) the temporary or permanent closing of any exchange acting as the index; or (e) both parties agree that a material change in the formula for or the method of determining the Floating Price has occurred. For the purposes of the calculation of a replacement price for the Floating Price, all numbers shall be rounded to three decimal places. If the fourth decimal number is five or greater, then the third decimal number shall be increased by one and if the fourth decimal number is less than five, then the third decimal number shall remain unchanged SECTION 15. MISCELLANEOUS

15.1, This Contract shall be binding upon and inure to the benefit of the successors, assigns, personal representatives, and heirs of the respective parties hereto, and the covenants, conditions, nights and obligations of this Contract shall run for the full term of this Contract No assignment of this Contract, in whole or in part, will be made without the prior written consent of the non-assigning party (and shall not relieve the assigning party from liability hereunder), which consent will not be unreasonably withheld or delayed; provided, either party may (l) transfer, sell, pledge, encumber, or assign this Contract or the accounts, revenues, or proceeds hereof in connection with any financing or other financial arrangements, or (ii) transfer its interest to any parent or Affiliate by assignment, merger or otherwise without the prior approval of the other party. Upon any such assignment, transfer and assumption, the transferor shall remain principally liable for and shall not be relieved of or discharged from any obligations hereunder.

15.2. If any provision in this Contract is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Contract.

15.3. No waiver of any breach of this Contract shall be held to be a waiver of any other or subsequent breach 15,4. This Contract sets forth all understandings between the parties respecting each transaction subect hereto, and any prior contracts, understandings and representations, whether oral or written, relating to such transactions are merged into and superseded by this Contract and any effective transaction(s). This Contract may be amended only by a writing executed by both parties. 15,5, The interpretation and performance of this Contract shall be governed by the laws of the jurisdiction as indicated on the Base Contract, excluding, however, any conflict of laws rule which would apply the law of another jurisdiction

15.6, This Contract and all provisions herein will be subject to all applicable and valid statutes, rules, orders and regulations of any governmental authority having jurisdiction over the parties, their facilities, or Gas supply, this Contract or transaction or any provisions thereof

15.7. There is no third party beneficiary to this Contract 15,8. Each party to this Contract represents and warrants that it has full and complete authority to enter into and perform this Contract.

Each person who executes this Contract on behalf of either party represents and warrants that it has full and complete authority to do so and that such party will be bound thereby.
15,9. The headings and subheadings contained in this Contract are used solely for convenience and do not constitute a part of this Contract between the parties and shall not be used to construe or interpret the provisions of this Contract.

15.10. Unless the parties have elected on the Base Contract not to make this Section 15.10 applicable to this Contract, neither party shall disclose directly or indirectly without the prior written consent of the other party the terms of any transaction to a third party (other than the employees, lenders, royalty owners, counsel, accountants and other agents of the party, or prospective purchasers of all or substantially all of a party's assets or of any nights under this Contract, provided such persons shall have agreed to keep such terms confidential) except (i) in order to comply with any applicable law, order, regulation, or exchange rule, (ii) to the extent necessary for the enforcement of this Contract, (i) to the extent necessary to implement any transaction, (iv) to the extent necessary to comply with a regulatory agency's reporting requirements including but not limited to gas cost recovery proceedings; or (v) to the extent such information is delivered to such third party for the sole purpose of calculating a published index. Each party shall notify the other party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction (other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction In the event that disclosure is required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall cooperate (consistent with the disclosing party's legal obligations) with the other party's efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party.

15.11, The parties may agree to dispute resolution procedures in Special Provisions attached to the Base Contract or in a Transaction Confirmation executed in writing by both parties

15.12. Any original executed Base Contract, Transaction Confirmation or other related document may be digitally copied, photocopied, or stored on computer tapes and disks (the Imaged Agreement"). The Imaged Agreement, if introduced as evidence on paper, the Transaction Confirmation, if introduced as evidence in automated facsimile form, the recording, if introduced as evidence in its original form, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings will be admissible as between the parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the recording, the Transaction Confirmation, or the Imaged Agreement on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence.

DISCLAIMER: The purposes of this Contract are to facilitate trade, avoid misunderstandings and make more definite the terms of contracts of purchase and sale of natural gas Further, NAE SB does not mandate the use of this Contract by any party NAESB DISCLAIMS AND EXCLUDES, AND ANY USER OF

THIS CONTRACT ACKNOWLEDGES AND AGREES TO NAESB'S DISCLAIMER OF, ANY AND ALL WARRANTIES, CONDITIONS OR

REPRESENTATIONS, EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THIS CONTRACT OR ANY PART THEREOF, INCLUDING

ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR

ANY PARTICULAR PURPOSE (WHETHER OR NOT NAESB KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT

AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. EACH USER OF THIS CONTRACT ALSO AGREES THAT UNDER NO CIRCUMSTANCES WILL NAESB BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY USE OF THIS CONTRACT.

TRANSACTION CONFIRMATION

FOR IMMEDIATE DEUVERY

EXHIBIT A
Letterhead/Logo Date: ·-- Transaction Confirmation #
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated The terms of this Transaction Confirmation are binding unless disputed in writing within 2 Business Days of receipt unless otherwise specified in the Base Contract
SELLER: BUYER:

Attn: Attn:

Phone: Phone:

Fax. fax.

Base Contract No. Base Contract No.

Transporter: Transporter.

Transporter Contract Number: Transporter Contract Number:

Contract Price $ IMMBtu or
Delivery Period: Begin End: '
Performance Obligation and Contract Quantity: (Select One) Firm (Fixed Quantity): Firm (Variable Quantity): Interruptible:

MMBtus/day MMBtus/day Minimum Up to MMBtus/day
I EFP MMBtus/day Maximum
subject to Section 4.2. at election of
I Buyer or Seller
Delivery Point(s):
(If a pooling point is used, list a specific geographic and pipeline location):

Special Conditions:

Seller: Buyer
By By
Title Title:

Date: Date:

Attachment 2

CUSTOMER MEMO
Re: RENEWABLE FUEL STANDARD (“RFS”) SET RULE CHANGES:

BIOGAS REGULATORY REFORM RULE (“BRRR”)
Date: October 1, 2024
Effective: January 1, 2025

EXECUTIVE SUMMARY
The EPA finalized its Renewable Fuel Standard (“RFS”) Set rule which established annual Renewable Volume Obligations (RVO”) targets for 2023-2025. Additionally, it also included Biogas Regulatory Reform Rule (“BRRR”), which established new procedural requirements for entities using biogas and RNG under the RFS program. All CNG and LNG pathways are impacted by BRRR, and all participants must complete new registration processes and assign roles for each of their counterparties.

RNG RIN SEPARATOR ROLE
• A party qualifies to be the RIN Separator for a station, only if the entity; o (a) dispensed the fuel
o (b) withdraws the RNG from the commercial pipeline
o (c) oversees the production of renewable CNG or LNG
 RNG Fuel Supplier & O&M services count and can qualify. • Only one party can be registered as the RIN Separator for a station at a time. • Monthly reports to the EPA that include the location where NG is dispersed as transport fuel and the volume of NG in BTU LHV dispersed as transport fuel. • Quarterly reports to EPA that summarize monthly report details. o Name and location of the natural gas commercial pipeline system where the RNG was withdrawn from the natural gas commercial pipeline system. o Volume of RNG, in BTU LHV, withdrawn from the natural gas commercial pipeline system during the reporting period by withdrawal location. o Volume of renewable CNG/LNG, in BTU LHV, dispensed during the reporting period by withdrawal location.

ITEM NEW OLD
4 defined roles - Biogas Producer, No defined roles or registration RNG Producer, RIN Owner, and RIN requirements. The generator Facility oles Separator, with each party having to generates the RlN and can separate it register in EPA's Central Data or have the Marketer or station owner Exchange System. separate it.

Clean Energy
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
949.437.1000
CleanEnergyFuels.com
• Most CNG/LNG dispensing locations do not meet the requirements under 40 CFR

80.155, an Alternative Measurement Protocol (AMP) is needed. • RFS Reports Due:

Monthly;
RIN Separations in EPA Moderated Transaction System (EMTS).

Quarterly;
RFS0107 - Owned RINs during the reporting period. 80.1451(c)(2) RFS5200 - All RNG RIN separators that separated RNG RINs during the calendar quarter.

Annually;
Attest - Owns any RINs during a calendar year. 80.1464(c) Affidavits – Stating the fuel was used for transportation.

ROLE OF CE
• Based on each scenario, for the 3rd party station owner: CE can be the RIN separator, the agent, or just RIN Owner.
o If CE is the RIN Separator, only need to access our EMTS to separate.  CE to register stations and AMP to EPA.
 If CE is the RNG Fuel Supplier or O&M for a 3rd party owned station, CE has the option to be the RIN Separator under 40 CFR 80.125(d).  Reporting obligations are on CE.
o If CE is the agent, that would result in CE to associate and establish to gain access to the 3rd party EMTS account to separate RINs.
 3rd Party to register stations and AMP to EPA.
 Reporting obligations are on the 3rd party. CE can do the reporting as long as the contract specifies and both parties agree.
 Monthly RIN Separation is on CE through association.
• An Agent can be assigned in CDX to separate RINs.
o If CE is the RIN Owner and the 3rd party is the RIN Separator, no other actions are needed. We will only transfer RINs based on the contract.

Reporting obligations for CE for only RIN transfer activity.  3rd Party to register stations and AMP to EPA.
 Reporting obligations are on the 3rd party.
 Monthly RIN Separation is on 3rd party.
• Per 40 CFR 80.135(b)(1), new registrations must register stations as RIN Separator at least 60 days prior to BRRR RNG allocations at that station. Must register by Oct 31st for timely EPA approval.
o Unsure how long EPA approval will be.
• Next steps are based on contract amendments to which action CE will perform.

Clean Energy
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
949.437.1000
CleanEnergyFuels.com
Attachment 3

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B0785-0001\3063682v1.doc
Amendment to Transaction Confirmation(s)
November 12, 2024
Shana Epstein
Director of Public Works
City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
RE: Amendment to Transaction Confirmation(s)
Dear Ms. Epstein,
Clean Energy Renewable Fuels, LLC (“CERF”) and City of Beverly Hills, a California municipal corporation (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. Transaction Confirmation #: BEV001-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 Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869 YT a clean
Energy

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RINs can be validly generated under the RFS as amended by the BRRR. Such cooperation shall include, but is not limited to, sharing, completing and assisting the other Party or third parties with product transfer documents, affidavits, reports, records, measurement records, sampling and testing requirements of the RFS as amended by the BRRR.

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 while CERF shall register with the EPA in accordance with the BRRR, both Parties covenant that they will cooperate with one another to ensure the registration of all entities taking ownership of RNG and biogas used as a feedstock to produce RNG that is the subject of the Transaction Confirmation(s).

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. The Parties agree that if the Transaction Confirmation(s) contain a section titled “Regulatory Hinderance,” the Parties shall conduct their actions in accordance with the Regulatory Hinderance section.

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.

Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869

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B0785-0001\3063682v1.doc
Very truly yours,
Clean Energy Renewable Fuels, LLC
By:

Name: Robert Vreeland
Title: Chief Financial Officer
AGREED AND ACCEPTED:

CITY OF BEVERLY HILLS

By:

LESTER J. FRIEDMAN, Mayor
ATTEST:

By:

HUMA AHMED, City Clerk
Dated:

APPROVED AS TO FORM: APPROVED AS TO CONTENT:

By: By:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
By:

SHANA E. EPSTEIN
Director of Public Works
[Signatures continue]

Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869

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B0785-0001\3063682v1.doc
By:

MICHAEL V. HENSLEY
Deputy Director of Public Works –
Operations Division

By:

SHARON L’HEUREUX DRESSEL
Risk Manager

By:

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869 Certificate Of Completion
Envelope Id: 7817BA25-A647-428B-953D-F7CC44472869 Status: Sent Subject: Complete with Docusign: BRRR Letter Amendment to Clean Energy Renewable Fuels, LLC Agreement Source Envelope:

Document Pages: 4 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
1/13/2025 10:54:49 AM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Robert Vreeland
[email protected]
CFO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 4.43.176.115
Sent: 1/13/2025 11:03:24 AM
Resent: 1/15/2025 7:30:17 AM
Resent: 1/16/2025 8:09:53 AM
Resent: 1/21/2025 7:33:05 AM
Viewed: 1/21/2025 11:19:42 AM
Signed: 1/21/2025 11:21:17 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Laurence S. Wiener
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 69.75.7.194
Sent: 1/21/2025 11:21:19 AM
Viewed: 1/21/2025 11:26:22 AM
Signed: 1/21/2025 11:26:44 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 1/21/2025 11:26:46 AM
Viewed: 1/21/2025 4:22:36 PM
Signed: 1/21/2025 4:22:41 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 1/21/2025 4:22:42 PM
Viewed: 1/21/2025 4:48:24 PM
Signed: 1/21/2025 4:48:29 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
? docusign
Signer Events Signature Timestamp
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 1/21/2025 4:48:31 PM
Resent: 1/22/2025 8:09:31 AM
Viewed: 1/22/2025 9:00:26 AM
Signed: 1/22/2025 9:00:39 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 1/22/2025 9:00:41 AM
Viewed: 1/22/2025 11:34:45 AM
Signed: 1/22/2025 11:34:59 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Galeas
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/13/2025 11:03:24 AM
Payment Events Status Timestamps

Beverly Hills City CouncilJanuary 28, 2025

Beverly Hills City Council
January 28, 2025