Beverly Hills City Council
September 9, 2025

AGENDA REPORT
Meeting Date: September 9, 2025
Item Number:

To: Honorable Mayor & City Council
From: Michael Hensley, Deputy Director of Public Works-Operations Craig Crowder, Fleet & Facilities Manager
Subject: APPROVAL OF AN 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; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $200,000 TO CLEAN ENERGY RENEWABLE
FUELS, LLC FOR FISCAL YEAR 2025-26 FOR SUPPLY OF RNG

AND LCFS CREDIT MANAGEMENT
Attachments: 1. Clean Energy RNG and LCFS Agreement No. 187-18

2. Clean Energy Agreement No. 663-23

3. Clean Energy Amendment to Transaction Confirmation(s) Agreement No. 33-25

4. City of Union City RNG Contract Transaction Confirmation, February 6, 2025

5. Clean Energy RNG and LCFS Contract Proposal Transaction Confirmation

RECOMMENDATION
Staff recommends that City Council waive the bidding requirements and find that the conformance with the bidding procedures in the Municipal Code would be contrary to the best interests of the City, move to approve a contract with Clean Energy Renewable Fuels, LLC for supply of Renewable Natural Gas (RNG) and Low Carbon Fuel Standard (LCFS) Credit Management, and approve a purchase order in the not-to-exceed amount of $200,000 to Clean Energy Renewable Fuels, LLC for supply of RNG and LCFS Credit Management.

BEVERL
HILLS
id
Meeting Date: September 9, 2025

INTRODUCTION
This report outlines the Public Works Department’s plan to renew its partnership with Clean Energy Renewable Fuels, LLC to provide two key services to the City: (1) the supply of RNG and (2) LCFS credit management, under a five-year contract. Since 2012, the City has operated its own Compressed Natural Gas (CNG) fueling station, enabling compliance with South Coast Air Quality Management District (SCAQMD) regulations that mandate the use of alternative fuels in heavy-duty vehicles operating in the Los Angeles Basin. This station also supports the City’s sustainability goals by reducing mobile source emissions and decreasing reliance on non-renewable, polluting transportation fuels.

DISCUSSION
In April 2018, City Council approved an agreement with Clean Energy Renewable Fuels, LLC for the supply of RNG and LCFS credit management (Agreement No. 187-18; Attachment 1). In December 2023, the City Manager approved a separate agreement with Clean Energy for CNG station preventive maintenance and repair services (Agreement No. 663-23; Attachment 2). In January 2025, City Council approved an amendment (Agreement No. 33-25) to the original agreement with Clean Energy to address new responsibilities required under the Environmental Protection Agency’s (EPA) Biogas Regulatory Reform Rule (BRRR) (Attachment 3).

A brief description of the RNG and LCFS programs is provided below.

LCFS Program
The City’s vehicle fueling operations are eligible to generate Low Carbon Fuel Standard (LCFS) credits from the use of:
 Conventional natural gas (also known as fossil natural gas or “Fossil CNG”)  Renewable natural gas (RNG) derived from organic feedstocks, such as:
o Landfills
o Anaerobic digestion of food waste, agricultural waste, and wastewater treatment byproducts
Clean Energy Renewable Fuels, LLC provides a comprehensive LCFS credit management solution for the City’s Fossil CNG usage, which includes:
 Opting in the City of Beverly Hills as a regulated party.  Managing the City’s LCFS account.
 Submitting quarterly CNG usage reports to the California Air Resources Board (CARB).
 Submitting annual reports.
 Selling LCFS credits generated during each quarter at competitive market prices.  Assuming audit and compliance liability for all transactions under the program.

As part of this agreement, the City receives a percentage share of the LCFS credits generated.

RNG Fuel Supply
As previously noted, the use of Renewable Natural Gas (RNG) generates additional environmental credits, specifically Renewable Identification Number (RIN) credits. RNG Meeting Date: September 9, 2025

also delivers a significantly lower carbon intensity fuel compared to Fossil CNG, allowing the City to both reduce greenhouse gas (GHG) emissions and claim the environmental benefits of fueling with 100% RNG. These sustainability efforts support the City’s environmental goals and have been shared with residents and the public as part of ongoing outreach.

Based on approximately 110,000 gasoline gallon equivalents (GGEs) of annual fuel usage at the City’s CNG station, the City has been able to generate approximately $26,600 per year in RNG credit revenue. The RNG used by the City is a 100% sustainable transportation fuel and contributes directly to GHG reductions. The City also receives a percentage share of RIN credits generated under this program.

In recent discussions with Clean Energy Renewable Fuels, LLC, and after careful evaluation of various purchasing options and pricing, staff determined it is in the best interest of the City not to proceed with its own bid process and to accept the contract proposal from Clean Energy Renewable Fuels, LLC. This proposal matches the return rates provided to the City of Union City, CA, under their agreement dated February 6, 2025 (Attachment 4) that proposes increasing the City’s share of environmental credit revenue as follows:
 Increase the LCFS Credit Generation Rate to 10%.
 Increase the RIN Credit Generation Rate to 10%.

After reviewing the proposal, staff determined it would be in the City’s best interest to utilize Clean Energy’s renewed contract for these additional reasons:

Key Justifications for Contract Renewal with Clean Energy Renewable Fuels, LLC (“Clean Energy”):
 Increased Revenue Return:
o Clean Energy is proposing to increase the City’s combined LCFS and RIN revenue from $0.19/GGE to $0.52/GGE, resulting in approximately $40,000 in additional credit revenue annually. Total credit revenue would be approximately $70,000 annually.
o The new agreement becomes effective October 1, 2025, and will supersede the existing Agreement that expires April 24, 2026. The City will also receive an incremental value of $38,200 for the seven (7) months remaining on the existing agreement term (expiring April 2026). This value indicates the additional funding received due to the increased return from the new agreement pricing as compared to the current agreement pricing.
o Competing vendors are unlikely to match this incremental value during the remaining term.
 Proven Compliance and Operational Experience:
o Since 2018, Clean Energy has managed all registration, compliance, and reporting duties for the City under the RIN and LCFS programs with no regulatory or performance issues.
o Clean Energy also serves as the City’s CNG station maintenance provider, a critical role under the EPA’s Biogas Regulatory Reform Rule (BRRR).
o Under the BRRR, Clean Energy has assumed all associated compliance responsibilities at no additional cost to the City, a service most RNG providers do not offer.

Meeting Date: September 9, 2025

 Favorable Energy Procurement Pricing:
o Clean Energy is a registered Energy Service Provider (ESP) and procures RNG at the SoCal City Gate index price without markup. o In 2024, this pricing was approximately $0.05/GGE lower than SoCal Gas Procurement, saving the City $6,250 annually.
o Most RNG providers are not ESP-registered and cannot offer this pricing advantage.
 Market Leadership and Supply Reliability:
o Clean Energy is the largest RNG supplier in California, delivering 128 million gallons in 2024 and sourcing RNG from over 100 production sites. o Their expansive portfolio has ensured a 100% RNG supply for the City over the current contract term.
o Switching suppliers could introduce supply disruptions and reduce the ability to guarantee 100% RNG usage.

To ensure continued and uninterrupted access to RNG transportation fuel and environmental credit revenue, staff recommends approval of the proposed contract with Clean Energy Renewable Fuels, LLC (Attachment 5) and the issuance of a purchase order in accordance with the terms of the agreement.

FISCAL IMPACT
Funding for this purchase order is included in the Fiscal Year 2025/26 City Councilapproved Operating budget. Renewable Natural Gas purchases are projected to total $95,000 annually with an offset of approximately $40,000 in annual RNG credit revenue.

This purchase order amount of $200,000 is requested to cover any unforeseen price escalations in Renewable Natural Gas for the remainder of the fiscal year.

Program # / Description of Fund Source Amount
49010001 - 720900 / Fuel Inventory – Petroleum Products $200,000.00 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
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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
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title
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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:

3.2. 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 difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the Contract Price from the Spot Price; or (ii) in the event of a breach by Buyer on any Day(s), payment by Buyer to Seller in an amount equal to the difference between the Contract Quantity and the actual quantity delivered by Seller and received by Buyer for such Day(s), multiplied by the positive difference, if any, obtained by subtracting the applicable Spot Price from the Contract Price. 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 unon which such amount was calculated

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). Buyer shall pay or cause to be paid all Taxes on or with respect to the Gas at the Delivery Point(s) and all Taxes after the Delivery Point(s) fa 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 anv such Taxes or charaes shall furnish the other party anv necessary documentation thereof Seller Pays Before and At 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:

10.3.2 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 may setoff any Net Settlement Amount against any margin or other collateral held by a party in connection with any Credit Support Obliaation relatina to the Contract

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
1 B0785-0001\2868275v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

CLEAN ENERGY FOR CNG STATION PREVENTATIVE

MAINTENANCE AND REPAIR SERVICES
NAME OF CONTRACTOR: Clean Energy
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Michael Haag, Account Manager CONTRACTOR’S ADDRESS: 4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
Attention: Chad Lindholm, Senior Vice
President
CONTRACTOR’S E.I.N/TAX I.D. NO.: 95-4603747
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: December 1, 2023
TERMINATION DATE: November 30, 2026
CONSIDERATION: Not to exceed per year:

Year 1: $100,000.00
Year 2: $100,000.00
Year 3: $100,000.00
Total Not to Exceed: $300,000.00, as more
particularly described in Exhibit B
DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 663-23
AGREEMENT NO.

I I
2 B0785-0001\2868275v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

CLEAN ENERGY FOR CNG STATION PREVENTATIVE

MAINTENANCE AND REPAIR SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”) and Clean Energy (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able toA perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
CONTRACTOR shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONTRACTOR which are not expressly authorized by this Agreement will not be reimbursed by CITY. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 3 B0785-0001\2868275v3.doc
Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or her designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR. Excess liability may be used in combination with primary limits of liability insurance to meet the required limits of insurance.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement.

DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 4 B0785-0001\2868275v3.doc
(3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereo
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on a form approved by CITY, showing that the aforesaid policies are in effect in the required amounts.

CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming thCITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss, including, without limitation, attorney’s fees and costs arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All indemnification duties of CONTRACTOR shall survive termination or expiration of the Agreement.

DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 5 B0785-0001\2868275v3.doc
Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon thirty calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) Either party may terminate this Agreement for cause immediately, which shall include but not be limited to, any breach or default of the terms and conditions of the Agreement. (c) In the event of termination or cancellation of this Agreement, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge at CONTRACTOR’s principal place of business during normal business hours as often as CITY deems necessary. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 6 B0785-0001\2868275v3.doc
creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

Section 25. Warranty. For all services and/or equipment provided by CONTRACTOR pursuant to this Agreement, the warranty language contained at the following link is hereby incorporated by reference: https://www.cleanenergyfuels.com/clean-energy-standard-warranty.

Section 26. Force Majeure. Neither CONTRACTOR nor CITY shall be liable for failure to perform, except for payment obligations which are specifically excluded from this Section 26, when such failure is occasioned or caused by circumstances reasonably beyond its control, including, but not limited to fires, typhoons, hurricanes, severe weather, floods, volcanic eruptions, pandemics, quarantines, national emergencies, war, civil disturbances, acts of terrorism, interruptions in utility services, the cessation of providing necessary products or services to CONTRACTOR by any supplier to CONTRACTOR, third party labor disputes, catastrophic equipment failures due to extraordinary events beyond the control of CONTRACTOR, acts of God, , or any future laws, rules, regulations, orders, or acts of any local, state, federal, or provincial government. CONTRACTOR is not responsible for damage resulting from any and all acts of DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 7 B0785-0001\2868275v3.doc
nature, including, but not limited to fire, flood, power outages, surges, blackouts, brownouts, suction side gas supply problems , deficiencies in regulators, meters, supply lines, etc.; damage from impacts or , vehicle drive-away accidents caused by someone other than CONTACTOR, including but not limited to fill hose nozzles, vented valves and related hardware, vehicle side defects or deficiencies, or vandalism.

Section 27. Liability Limitation. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE

OTHER PARTY FOR SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EXCEPT

HOWEVER IN CONNECTION WITH A CLAIM MADE AGAINST EITHER PARTY BY A THIRD

PARTY, PROVIDED THAT SUCH CLAIM ARISES OUT OF OR RESULTS FROM A CLAIM

WITHIN THE SCOPE OF THE INDEMNITY OBLIGATIONS OF CONTRACTOR OR CITY, AS APPLICABLE, UNDER THIS AGREEMENT.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation

NANCY HUNT-COFFEY
City Manager
CONTRACTOR: Clean Energy

CHAD LINDHOLM
Senior Vice President
ROBERT M. VREELAND
Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER SHANA E. EPSTEIN
City Attorney Director of Public Works
MICHAEL V. HENSLEY
Deputy Director of Public Works – Operations
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 11th December 23
8 B0785-0001\2868275v3.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall perform preventative maintenance (“Maintenance Services”) and repair services at CITY’S Compressed Natural Gas (“CNG”) station, located at 9335 West Third Street in CITY (the “Station”).

The following is a sample checklist used by CONTRACTOR service technicians to perform the monthly Maintenance Services. CONTRACTOR shall be entitled to deviate from and modify such checklist as appropriate in CONTRACTOR’s reasonable judgement.

ROUTINE INSPECTION CHECKLIST (Monthly)
Compressor Maintenance:

Check the service log sheet and maintenance records for outstanding items Check/record compressor inlet pressure
Check/record inter-stage pressures and temperatures as compressor approaches final discharge pressure set point and compare with design
Check/record oil pressure
Visually inspect compressor hoses, tubing, piping, and valves for leaks and abnormalities Visually inspect gas panels for leaks and abnormalities Listen for any abnormal sounds such as banging or hissing, to indicate problem areas Check priority panel for proper functioning
Check oil levels on compressor
Check and record shut down or warning history
Check coolant pump and motor
Check all belts for proper tension, alignment and signs of excessive wear Drain inter-stage scrubbers and all filters
Drain recovery tank sump and vent header
Visually inspect all pressure relief devices for signs of failure or leakage Snoop test piping/tubing/hoses for gas leaks
Verify inlet control valve operation

Dispenser/Fill Post Maintenance:

Check the service log sheet
Visually inspect hoses, nozzles and 3-way valves for leaks, damage and abnormalities DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 9 B0785-0001\2868275v3.doc
Visually inspect tubing, piping and valves for leaks and abnormalities Drain inlet filters
Check snubbers
Check valve sequencing
Visually inspect all pressure relief devices for signs of failure or leakage Snoop test piping/tubing/hoses for gas leaks
Verify ESD control function
Lubricate breakaways

Gas Dryer/Storage Maintenance:

Check the service log sheet.

Check/record Dryer inlet pressure.

Check and drain condensates from ground storage. Record any abnormalities.

Check dryer dew point alarm settings.

Check dryer dew point reading, regenerate dryer if necessary.

Drain all dryer pre/after filter housings, condensate tanks and record amount of condensate collected.

Check SRV, Service Date, signs of leakage.

Listen for any abnormal sounds such as banging or hissing, to indicate problem areas.

For the avoidance of any doubt, the following are not included in the Maintenance Services or the Maintenance Services Fee and will be billed separately by CONTRACTOR, as identified in Exhibit B:
 Call Outs, as described in Exhibit B;
 All replacement wear and tear parts and consumables (i.e. oil, filters, etc.); and  Any required certifications and/or calibrations.

Call Outs:

In the event CITY desires to have CONTRACTOR go to the Station to perform services other than the Maintenance Services, CITY may call CONTRACTOR’s Operations Center to schedule a “Call Out”, and CITY shall compensate CONTRACTOR at the rates set forth in Exhibit B.

II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention Non-Emergency DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 10 B0785-0001\2868275v3.doc
Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 11 B0785-0001\2868275v3.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) Rates/Compensation
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this agreement in an not to exceed One Hundred Thousand Dollars ($100,000.00) per year. The total fee under this agreement shall not exceed Three Hundred Thousand Dollars ($300,000.00), including all labor, materials, taxes, and expenses.

Maintenance Services Fee:

On a monthly basis, during the Term, CITY shall pay CONTRACTOR the following amount for its performance of the Maintenance Services:

Description Rate (per month)
The “Maintenance Services
Fee”
$2,100 + applicable fees, assessments and taxes (including, without limitation, taxes which are measured based on the selling price) per month*
Call Outs:

For each Call Out, CITY shall be billed for such service at the applicable hourly rate described below multiplied by the number of hours the CONTRACTOR technician(s) expended traveling to and from the Station and at the Station; however, in the event CONTRACTOR’s cumulative time traveling to, and from, the Station and onsite at the Station is less than three (3) hours, CITY will be billed as if CONTRACTOR had been at the Station for three (3) hours. CITY will be billed for any equipment, parts and/or materials that CONTRACTOR supplies for the performance of the Call Out services at the rate described below.

Call Out Rates
Description Rate (Labor rates are per hour and equipment, parts and materials rates are as needed)
Labor Rates
Monday – Friday 8:00 a.m. to
5:00 p.m.
$170.00 per hour* + applicable fees, assessments and taxes (including, without limitation, taxes which are measured based on the selling price)
Labor Rates
Monday – Friday 5:01 p.m. to
7:59 a.m. and weekends &
holidays
$250.00 per hour* + applicable fees, assessments and taxes (including, without limitation, taxes which are measured based on the selling price)
DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D 12 B0785-0001\2868275v3.doc
Call Out Rates
Equipment & Parts & Materials
CONTRACTOR list price minus 15% + applicable fees,
assessments and taxes (including, without limitation, taxes which are measured based on the selling price)
* CITY shall be charged $1.00 per mile for each mile over one hundred (100) miles that a service technician needs to drive to arrive at the Station.
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: D358E500-67EA-45DC-BFE9-69C2DF60724D Certificate Of Completion
Envelope Id: D358E50067EA45DCBFE969C2DF60724D Status: Completed Subject: Complete with DocuSign: Clean Energy - CNG Station Maintenance Source Envelope:

Document Pages: 12 Signatures: 7 Envelope Originator:

Certificate Pages: 3 Initials: 1 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
12/4/2023 1:29:43 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Chad Lindholm
[email protected]
Senior Vice President
Clean Energy
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 63.151.242.42
Sent: 12/4/2023 1:39:36 PM
Viewed: 12/4/2023 2:20:48 PM
Signed: 12/5/2023 7:36:24 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Robert M. Vreeland
[email protected]
CFO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 174.243.247.232
Signed using mobile
Sent: 12/4/2023 1:39:36 PM
Resent: 12/6/2023 7:38:06 AM
Viewed: 12/6/2023 3:54:36 PM
Signed: 12/6/2023 3:56:25 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: 12/6/2023 3:56:27 PM
Viewed: 12/6/2023 4:12:32 PM
Signed: 12/6/2023 4:12:38 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 12/6/2023 4:12:41 PM
Resent: 12/8/2023 9:27:33 AM
Viewed: 12/8/2023 9:34:00 AM
Signed: 12/8/2023 9:34:30 AM
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: 12/8/2023 9:34:32 AM
Viewed: 12/8/2023 9:43:52 AM
Signed: 12/8/2023 10:02:57 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: 12/8/2023 10:02:59 AM
Viewed: 12/8/2023 10:40:15 AM
Signed: 12/8/2023 10:41:45 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 198.245.189.166
Sent: 12/8/2023 10:41:47 AM
Resent: 12/11/2023 7:33:16 AM
Viewed: 12/11/2023 10:54:23 AM
Signed: 12/11/2023 10:54:27 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 12/11/2023 10:54:28 AM
Viewed: 12/11/2023 2:53:40 PM
Signed: 12/11/2023 2:54:02 PM
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
Mike Haag
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 12/4/2023 1:39:37 PM
Viewed: 12/4/2023 1:49:19 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
COPIED
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/4/2023 1:39:37 PM
Certified Delivered Security Checked 12/11/2023 2:53:40 PM Signing Complete Security Checked 12/11/2023 2:54:02 PM Completed Security Checked 12/11/2023 2:54:02 PM
Payment Events Status Timestamps
Attachment 3
Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC444 72869 Clean
Energy
Amendment to Transaction Confirmation(s)
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,
AGREEMENT NO.
1 33-25 1
November 12, 2024
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 of2005 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 #: BEV00I-TC0I (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

80785-000 I \3063682v I .doc
Docusign Envelope ID: 7817BA25-A647-4288-953D-F7CC44472869 Clean
Energy
Amendment to Transaction Confirmation(s)
Shana Epstein
Director of Public Works
City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
RE: Amendment to Transaction Confirmation(s)
AGREEMENT NO.
1 33-25
1 November 12, 2024
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 of2005 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 #: BEV00l-TC0l (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 Page I
B0785-0001 \3063682v I .doc
Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869 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 "Kl RINs") may not be separated from RNG and become separated RINs (known as "Kl RINs") until the RNG is used as a transportation fuel as defined by the RFS. The Parties agree that CERF will separate K 1 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.

80785-0001 \3063682v I .doc
Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869 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 K 1 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 Confinnation(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.

80785-000 I \3063682v I .doc
Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869 AGREED AND ACCEPTED:
' \/ ', , ' ', I I / , r., ATTEST:

By: __,~~&.a-A -"-""d~~k~l ____ . ---
HUMA AHMED, City Clerk
I
Dated: February 1, 2025 ·)
APPROVED AS TO FORM:

By: b41AklM/L S OJju41,r
LAURENCE S. WIENER
City Attorney
[Signatures continue]
80785-000 I \3063682v I .doc
Very truly yours,
Clean Energy Renewable Fuels, LLC
By: ~~YT Vvul&tl
Name: Robert Vreeland
Title: Chief Financial Officer

CITY OF BEYERL Y HILLS
By: l,,su.r ' fritbllJA,
LESTER J. FRIEDMAN, Mayor
APPROVED AS TO CONTENT:

By: Nw1~ etw.t-C,ffi~ NA CY HUNT-OFFEY
City Manager a~
By: Sk.w..tt -e. 1;filn.i"" SHANA E:PSTEIN
Director of Public Works

Docusign Envelope ID: 7817BA25-A647-4288-953D-F7CC44472869 AGREED AND ACCEPTED:

Very truly yours,
Clean Energy Renewable Fuels, LLC
By: KW \Mela.lName: Robert Vreeland
Title: Chief Financial Officer

CITY OF BEYERL Y HILLS
ATTEST:

By: lkr ), Fru.lad.

LESTER J. FRIEDMAN, Mayor
By: _ua. luck.

HUMA AHMED, City Clerk
Dated: February 1, 2025
APPROVED AS TO FORM:
t
•
APPROVED AS TO CONTENT:

By: lauruL. S lEuL
LAURENCE S. WIENER
City Attorney
[Signatures continue]
B0785-000 I \3063682v I .doc

By: get.4ff N@?ICY HUNT-COFFEY
City Manager e
By: Sluu. E. Epkuaie.

SHANA E. EPSTEIN
Director of Public Works
Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869 City Council Approval Date: January 28, 2025

80785-000 I \3063682v I .doc
By: m~-V:?t~
MICHAEL V. HENSLEY
Deputy Director of Public Works -
Operations Division

SHARON L'HEUREUX DRESSEL
Risk Manager
By: - 0~t4-N-T ........ Hh-N ....... ~Y ........ l ....... ~ ........ ;-----D-sT_E_IN ___ _ Purchasing Services Manager
Docusign Envelope ID: 7817BA25-A647-428B-953D-F7CC44472869 City Council Approval Date: January 28, 2025
80785-000 I \3063682v I .doc

By: 7A.4 • ta
MICHAEL V. HENSLEY
Deputy Director of Public Works -
Operations Division

SHARON L'HEUREUX DRESSEL
Risk Manager
"{tit,ton
Purchasing Services Manager
Odocusign_
Certificate Of Completion
Envelope Id: 7817BA25-A64 7-428B-953D-F7CC444 72869 Status: Completed Subject: Complete with Docusign: BRRR Letter Amendment to Clean Energy Renewable Fuels, LLC Agreement Source Envelope:

Document Pages: 4
Certificate Pages: 3
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 9
Initials: 1
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
1/13/2025 10:54:49 AM
Signer Events
Robert Vreeland
robe rt. [email protected]
CFO
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

Not Offered via DocuSign
Holder: Erin Justus
[email protected]
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 4.43.176.115
~ S, (}.)iUAU
Signature Adoption: Pre-selected Style
Using IP Address: 69.75.7.194
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Envelope Originator:

Erin Justus
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Location: DocuSign
Timestamp
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: 1/21/202511:19:42 AM
Signed: 1/21/2025 11 :21 :17 AM
Sent: 1/21/2025 11 :21 :19 AM
Viewed: 1/21/2025 11 :26:22 AM
Signed: 1/21/2025 11 :26:44 AM
Sent: 1/21/2025 11 :26:46 AM
Viewed: 1/21/2025 4:22:36 PM
Signed: 1/21/2025 4:22:41 PM
Sent: 1/21/2025 4:22:42 PM
Viewed: 1/21/2025 4:48:24 PM
Signed: 1/21/2025 4:48:29 PM
D docusign
Certificate Of Completion
Envelope Id: 7817BA25-A647-428B-953D-F7CC44472869 Status: Completed Envelope Originator:

Erin Justus
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Signatures: 9
Initials: 1
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Subject: Complete with Docusign: BRRR Letter Amendment to Clean Energy Renewable Fuels, LLC Agreement Source Envelope:

Document Pages: 4
Certificate Pages: 3
Record Tracking
Status: Original
1/13/2025 10:54:49 AM
Signer Events
Robert Vreeland
robe rt. [email protected]
CFO
Security Level: Email, Account Authentication
(None)
Holder: Erin Justus
[email protected]
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 4.43.176.115
Location: DocuSign
Timestamp
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: 1/21/202511:19:42AM
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)
lwwu S. iuur
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
Signer Events
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None)
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)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
City Manager
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
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 104.28.85.109
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 107.185.139.203
Signed using mobile
Signature
Timestamp
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
Sent: 1/22/2025 9:00:41 AM
Viewed: 1/22/2025 11 :34:45 AM
Signed: 1/22/2025 11 :34:59 AM
Sent: 1/22/2025 11 :35:01 AM
Resent: 1/29/2025 8:53:39 AM
Viewed: 1/29/2025 3:37:13 PM
Signed: 1/29/2025 3:37:20 PM
Sent: 1/29/2025 3:37:22 PM
Viewed: 1/31/2025 4:55:10 PM
Signed: 1/31/2025 4:55:30 PM
Sent: 1/31/2025 4:55:34 PM
Viewed: 1/31/2025 10:37:21 PM
Signed: 1/31/2025 10:37:34 PM
Sent: 1/31/2025 10:37:36 PM
Viewed: 2/1/2025 6:51 :50 AM
Signed: 2/1/2025 6:52:04 AM
Tlmestamp
Signer Events
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None)
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)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
City Manager
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
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 104.28.85.109
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 107.185.139.203
Signed using mobile
Signature
Timestamp
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
Sent: 1/22/2025 9:00:41 AM
Viewed: 1/22/2025 11 :34:45 AM
Signed: 1/22/2025 11 :34:59 AM
Sent: 1/22/2025 11 :35:01 AM
Resent: 1/29/2025 8:53:39 AM
Viewed: 1/29/2025 3:37:13 PM
Signed: 1/29/2025 3:37:20 PM
Sent: 1/29/2025 3:37:22 PM
Viewed: 1/31/2025 4:55:10 PM
Signed: 1/31/2025 4:55:30 PM
Sent: 1/31/2025 4:55:34 PM
Viewed: 1/31/202510:37:21 PM
Signed: 1/31/202510:37:34 PM
Sent: 1/31/2025 10:37:36 PM
Viewed: 2/1/2025 6:51 :50 AM
Signed: 2/1/2025 6:52:04 AM
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
Adrianne Tarazon COPIED Sent: 1/31/2025 4:55:33 PM
[email protected]
Executive Assistant to City Council
Policy & Management
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling COPIED Sent: 1/31/2025 4:55:33 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Galeas COPIED Sent: 2/1/2025 6:52:05 AM
[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
Certified Delivered Security Checked 2/1/2025 6:51 :50 AM Signing Complete Security Checked 2/1/2025 6:52:04 AM
Completed Security Checked 2/1/2025 6:52:05 AM
Payment Events Status Timestamps
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
Adrianne Tarazon COPIED Sent: 1/31/2025 4:55:33 PM
[email protected]
Executive Assistant to City Council
Policy & Management
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling COPIED Sent: 1/31/2025 4:55:33 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Galeas COPIED Sent: 2/1/2025 6:52.05 AM
[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
Certified Delivered Security Checked 2/1/2025 6:51 :50 AM Signing Complete Security Checked 2/1/2025 6:52.04 AM
Completed Security Checked 2/1/2025 6:52:05 AM
Payment Events Status Timestamps
Attachment 4
02/06
February 06, 2025
Docusign Envelope ID: 9EB5F9A6-2EA8-4C2B-8DA9-69EB932AF7ED

TRANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
Date: __ , 2025
Transaction Confirmation#:

UNC001-TC05
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated December 20, 2016.

The terms of this Transaction Confirmation are binding upon execution by the parties. As of January 1, 2025, this Transaction Confirmation is deemed to have terminated and superseded that certain Transaction Confirmation# UNC001-TC03 between Seller and Buyer dated May 30, 2018.

SELLER: BUYER:

Clean Energy Renewable Fuels, LLC City of Union City
Attn: Jen Komonchak Attn: Joan Malloy
Phone: 949-437-1251 Phone: 510-675-5344
Base Contract No. UNC00l
Contract Price:

Contract Price ($/MMBtu)
The "Contract Price" (per MMBtu) means the First of the Month Index Price for Monthly Deliveries at the Delivery Point as published by the McGraw-Hill Companies, or any successor-in-interest thereto, in the Platt publication, Inside FERC Gas Market Report, first of month publication, under the table "Market Center Spot Prices", for the delivery Month under the column "Index", under the table "South Louisiana", in the row labeled "Henry Hub".

Delivery Period: The Delivery Period of this Transaction Confirmation commenced on January 1, 2025 and shall end on December 31, 2029. Thereafter, the Delivery Period shall automatically renew for consecutive one (1) year renewal terms unless either party provides the other party with written notice of termination at least one hundred twenty (120) days prior to the applicable renewal date.

Performance Obligation and Contract Quantity: (Select One) Firm (Fixed Quantity): Firm (Variable Quantity): Interruptible:

MMBtus/day Q MMBtus/day Minimum Upto
MMBtus/day.
□ EFP 250 MMBtus/day Maximum ("Max Daily Quantity")
Performance Obligation: During each month of the Delivery Period of this Transaction Confirmation, Seller will deliver to Buyer, and Buyer will purchase, Biagas in identical corresponding volumes to Seller's purchases of Conventional Gas ( as defined below) from Buyer under Transaction Confirmation # UN COO l-TC06 (between the parties and dated ) during such month.

The Variable Quantity shall be made up of Biagas. Buyer acknowledges that the delivered quantities of Biagas will fluctuate and agrees to receive all Biagas, up to the Max Daily Quantity. Seller shall be the exclusive provider of Contract ID# 6983

Docusign Envelope ID: 9EB5F9A6-2EA8-4C2B-8DA9-69EB932AF7ED Biogas to Buyer at the Delivery Point(s) during the Delivery Period.

Buyer and Seller acknowledge and agree that there is no minimum amount of Biogas that will be delivered by Seller to the Delivery Point(s) during the Delivery Period and that Seller shall determine, in Seller's sole discretion, the amount of Biogas Seller delivers to the Delivery Point(s).

Delivery Point(s): The Delivery Point(s) shall be Buyer's Pacific Gas and Electric Company ("PG&E") meter interconnect(s) at Buyer's California compressed natural gas ("CNG") station(s) listed in Exhibit A ("Station(s)"), which is attached hereto and incorporated herein by reference.

Definitions:
"Advanced Biofuel" means a renewable fuel as set forth in the EPA RPS program (40 C.F.R. § 80.1401 (2012)), other than ethanol derived from corn starch, and which must achieve a Lifecycle Greenhouse Gas Emission displacement of fifty percent (50%) compared to the baseline Lifecycle Greenhouse Gas Emissions. "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.l(a)(12) (2010).).
"Blue Gas LCFS Credits" means LCFS Credits which are generated by Seller when Conventional Gas is dispensed from the Station(s) as a Blue Gas Vehicle Fuel.
"Blue Gas Vehicle Fuel" means CNG derived from Conventional Gas and used in transportation vehicles. "Biogas" or "RNG" means pipeline quality Gas derived from the decomposition of organic matter that meets the EPA RPS eligibility requirements as either an Advanced Biofuel or Cellulosic 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. "Cellulosic Biofuel" means a renewable fuel derived from any cellulose, hemi-cellulose or lignin that has lifecycle greenhouse gas emissions that are at least sixty percent (60%) less than the Baseline Lifecycle Greenhouse Gas emissions (as set forth in the EPA RFS program (40 CF.R. $ 80.1401 (2012)). "CI" or "Carbon Intensity" means the quantity of life cycle greenhouse gas emissions, per unit of fuel energy, expressed in grams of carbon dioxide equivalent per megajoule (gCO2e/ML) as defined in the LCFS (as amended or replaced with a subsequent program).
"Conventional Gas" means Gas other than Biogas.
"Disqualified Biogas" means Gas that was initially determined by the parties upon delivery to be Biagas but subsequently becomes disqualified as Bio gas 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.

Contract ID# 6983
Docusign Envelope ID: 9EB5F9A6-2EA8-4C2B-8DA9-69EB932AF7ED "First Fuel Reporting Entity" means the first entity responsible for reporting in the LRT-CBTS (LCFS reporting tool-credit and banking transfer system) for a given amount of fuel. This is the entity that initially holds the status as the fuel reporting entity and the credit or deficit generator but may transfer either status pursuant to sections 95483 or 95483.1.
"Green Attributes" means any and all attributes, including Lifecycle Greenhouse Gas Emissions, associated with the production, sale and use of Biagas as an Advanced Biofuel, Cellulosic Biofuel, low carbon fuel or Alternative Fuel as necessary to generate or claim applicable CARB LCFS Credits and EPA R!Ns. "Greenhouse Gas" means carbon dioxide (CO»), methane (CH;), nitrous oxide (NO), hydroflourocarbons, perfluorocarbons, sulphur hexafluoride, or any other substance or combination of substances that may become regulated or designated as Greenhouse Gases under any federal, state or local law or regulation, or any emission reduction registry, trading system, or reporting or reduction program for Greenhouse Gas emission reductions that is established, certified, maintained, or recognized by any international, governmental (including U.N., federal, state, or local agencies), or non-governmental agency from time to time, in each case measured in increments of one metric tonne of carbon dioxide equivalent.
"Governmental Authority" means any federal, state, local, or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority. Governmental Authority includes, without limitation, the EPA, CARB and the California Public Utilities Commission or its successor agency. "Incremental LCFS Credits" means the number ofLCFS Credits generated from the use of Biagas Vehicle Fuel that exceed the number ofLCFS Credits (if any) that would have been generated using the lesser of: (a) the CI of the default CNG pathway used for Conventional Gas; or (b) the compliance curve set by CARB: "Benchmarks for Diesel Fuel and Fuels used as a Substitute for Diesel Fuel" (as defined from time to time in Title 17 of the California Code of Regulations for the Low Carbon Fuel Standard).
"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.
"LCFS 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. "LCFS Credits Resale Price" shall be calculated by reference to the volume weighted average price of all LCFS Credits of the same annual and quarterly vintage realized by Seller within the same calendar quarter. "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 ofrenewable fuel as set forth in Regulation of Fuels and Fuel Additives: Changes to Renewable Fuel Standard Program, 75 Fed. Reg. 16484 (March 26, 2010) (codified at 40 C.F.R. § 80.1425 (2011); 40 C.F.R. § 80.1426 (2012).). "RIN Resale Price" shall be calculated by reference to the volume weighted average price of all R!Ns which is realized by Seller that were generated within the same calendar month.

Contract ID# 6983
Docusign Envelope ID: 9EB5F9A6-2EA8-4C2B-8DA9-69EB932AF7ED "Vehicle Fuel" means CNG or liquefied natural gas (LNG) derived from Gas and used in transportation vehicles.

Special Conditions:

1. Representations.
(a) Buyer represents that it shall process all Biogas purchased from Seller hereunder into Vehicle Fuel which shall be distributed as Vehicle Fuel through Buyer's Station(s). (b) When applicable, Buyer represents that it is not aware of any reason that would cause the Blue Gas LCFS Credits not to comply with the LCFS.

2. Records and Documentation Related to Biagas and RJN and LCFS Credits Creation. (a) Buyer shall provide Seller with a copy of its natural gas invoices related to the Delivery Point(s) for the prior month (when such prior month is during the term of this Transaction Confirmation) between the 10" and 20" day of each month.

Notwithstanding anything to the contrary in this Transaction Confirmation, in the event Seller does not receive the invoice within the time period identified above, Seller shall: (1) not have any obligation to Buyer to make any payment to Buyer (including, without limitation, the Seller's Payment) which relates to the month in which it did not receive a corresponding natural gas invoice (the "Missed Month"); (2) not have any obligation to supply Biogas during the Missed Month, and therefore, shall not generate any credits (neither RINs nor LCFS Credits); and (3) treat such Missed Month as if Seller, sold and Buyer, purchased O MMBtus of Bio gas during such month and such treatment shall not be considered a breach of any of the obligations of Seller pursuant to this Transaction Confirmation. In the event there are three (3) consecutive Missed Months, Seller may terminate this Transaction Confirmation, based on Buyer's default, upon a written notice to Buyer which shall specify the effective date of termination.

This obligation to provide the relevant invoice(s) shall survive the termination or expiration of this Transaction Confirmation until the last day of the full calendar month following the month in which this Transaction Confirmation expired or terminated. Buyer shall maintain all records relevant to the purchase ofBiogas from Seller and use of such Bio gas as a Vehicle Fuel in accordance with the requirements of the CARB for the creation and sale ofLCFS Credits.
(b) Seller shall maintain records relevant to the production and purchase and sale ofBiogas and transportation and distribution of the Biogas purchased hereunder as a Vehicle Fuel as it applies to the creation and sale ofLCFS Credits in accordance with the requirements of CARB.
(c) Buyer shall provide reasonable cooperation to Seller with respect to the requirements for the generation of RINS under the EPA RFS including, without limitation, by signing periodic attestations regarding the use of the Biogas 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 (as applicable) delivered to the Station(s) 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 RFS and CARB Low Carbon Fuels Standard, together with regulations and decisions promulgated thereunder, are applicable to the purchase and sale of Biogas.

Contract ID# 6983
Docusign Envelope ID: 9EB5F9A6-2EA8-4C28-8DA9-69EB932AF7ED

4. CARB LCFS Fuel Reporting Entity Status.

Pursuant to the California Code of Regulations for the Low Carbon Fuel Standard, Seller will retain the Low Carbon Fuel Standard (LCFS) First Fuel Reporting Entity status as set forth in Title 17, California Code of Regulations in§ 95483 with respect to all Biogas sold by Seller to Buyer hereunder (the "Purchased Biogas").

Buyer will elect to not be the First Fuel Reporting Entity for Conventional Gas (referred to as "Fossil CNG" in the California Code of Regulations in§§ 95483) as set forth in Title 17, California Code of Regulations in $ 95483, and designates Seller as the First Fuel Reporting Entity for Conventional Gas under the California Air Resources Board as set forth in Title 17, California Code of Regulations § 95480.3 with respect to all Conventional Gas purchased by Buyer at the Delivery Point(s) during the Delivery Period (the "Purchased Conventional Gas").

Buyer and Seller agree that: (A) for Conventional Gas, the original First Fuel Reporting Entity (Buyer) per subsections (l)(A) through (l)(E) will not generate credits or deficits in the LCFS and will instead provide the amount of fuel dispensed, and other required information pursuant to sections 95483.2(b)(8), 95491 and 95491.1, to the contractually designated entity (Seller) for the purpose of LCFS reporting and credit or deficit generation; and (B) the contractually designated entity (Seller) accepts all LCFS responsibilities as the First Fuel Reporting Entity for Conventional Gas and as a credit or deficit generator, as applicable.

Any deficits generated based on Seller's status as the First Fuel Reporting Entity for the Purchased Biogas or the Purchased Conventional Gas shall be deemed to be Buyer's sole financial responsibility; and therefore, in the event any deficits are generated based on Seller's status as the First Fuel Reporting Entity for the Purchased Biogas or the Purchased Conventional Gas, notwithstanding anything to the contrary in this Transaction Confirmation or the Base Contract, Seller may: (1) offset any deficits with Incremental LCFS Credits or other LCFS Credits generated by Seller based on the Purchased Biogas and Purchased Conventional Gas (if any), a portion or all of which would have been paid to Buyer pursuant to the Seller's Payment; and/or (2) purchase LCFS Credits equal to the deficit with Buyer being financial responsible (Seller will invoice Buyer) for all costs incurred by Seller to purchase such LCFS Credits (including, without limitation, the price per LCFS Credit paid by Seller to the applicable third party credit seller multiplied by the number of LCFS Credits that need to be purchased to satisfy the deficit); and/or (3) invoice Buyer for all amounts (including, without limitation, any attorney's fees or broker fees) Seller incurred based on such deficit(s). Buyer shall remit payment to Seller within fifteen (15) days of its receipt of a Seller invoice pursuant to this Section. Buyer shall be deemed to have received an invoice from Seller three (3) days after the invoice is sent to Buyer.

5. LCFS Credit and RIN Sales.
(a) Seller shall remit payments to Buyer as described in this Transaction Confirmation and Exhibit B, Payment Schedule.
(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 ofLCFS 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 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 ersons shall owe no fiduciar obli ation to Bu er with res ect to the RINs enerated and

Contract ID# 6983
Docuslgn Envelope ID: 9EB5F9A6-2EA8-4C28-8DA9-69EB932AF7ED 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.

7. Regulatory Hinderance.

In the event that: (a) the RFS and/or LCFS are materially modified, repealed, stayed, enjoined, or end prior to the end of the Delivery Period; or (b) a regulatory change (1) makes the sale of the Biogas and conversion thereto into vehicle fuel and the coincident generation of RINs and/or LCFS Credits illegal or impossible, or (2) hinders Seller's performance of its obligations under this Transaction Confirmation; ( each event shall be referred to as a "Regulatory Hinderance"), then Buyer and Seller shall work together to renegotiate the affected terms of this Transaction Confirmation. If Buyer and Seller do not agree on an amendment to the Transaction Confirmation within sixty (60) days from the date the Seller initiated renegotiation, then either Buyer or Seller shall have the right to terminate the Transaction Confirmation. In the event of termination, the process described in Section 10.3 of the Base Contract shall be followed except that (y) references therein to the "Defaulting Party" and to the "NonDefaulting Party" will be deemed references to Buyer and to Seller, respectively, and (z) no early termination damages will apply to the termination, and therefore, the process described in "Early Termination Damages Do Not Apply" in Section I 0.3.1 of the Base Contract shall be followed.

8. Environmental Attributes and Alternative Fuel Credit Buyer is not entitled to any RINS, LCFS Credits generated from Biogas provided under this Transaction Confirmation, or other environmental attributes that may be attributed to or generated from the Biogas delivered under this Transaction Confirmation other than as specifically stated herein. Seller's retention and/or sale of RINS and/or LCFS Credits generated from the Biogas delivered under this Transaction Confirmation shall not limit Buyer's ability to report the purchase of Biogas and applicable reductions in greenhouse gases or emissions directly associated with the use of Biogas in its transportation fleet. Seller represents and warrants that no other entity is entitled to claim the reductions in greenhouse gases or emissions directly associated with the use of the Biogas provided hereunder as a transportation fuel other than Buyer.

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 ("Alternative Fuel Credit"), as may be amended, for each gasoline gallon equivalent of Conventional Gas or Biogas dispensed from the Station(s). The parties agree that Buyer will be considered the "Alternative Fueler" as defined in Proposed Treasury Regulation Section 48-6426-1 and is responsible for remitting any federal or state fuel taxes, if any, imposed on the subsequent sale or use of such fuel.

9. 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 which is related to such Gas. This obligation shall survive the termination or expiration of this Transaction Confirmation.

10. Failure to Produce Vehicle Fuel

Contract ID# 6983
Docuslgn Envelope ID: 9EB5F9A6-2EA8-4C28-8DA9-69EB932AF7ED In addition to all other remedies under the Base Contract and hereunder, if Gas sold by Seller and purchased by Buyer hereunder originally deemed to be Biogas is not processed into a Vehicle Fuel, Seller will be entitled to a refund of any payment made to Buyer for the volume of Biogas that was not processed into a Vehicle Fuel. Further, if any Purchased Conventional Gas is not processed into a Vehicle Fuel, Seller will be entitled to a refund of any payment made to Buyer which relates to the volume of Purchased Conventional Gas that was not processed into a Vehicle Fuel. This obligation shall survive the termination or expiration of this Transaction Confirmation.

11. Further 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.

12. AB 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.

13. Biagas Regulatory Reform Rule
The parties acknowledge that on July 12, 2023, the 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 EPA RFS related to the generation ofRINs on RNG. 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 RlNs 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.

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 Seller shall register with the EPA as the RIN separator in accordance with the BRRR, and that the producer of the RNG that is the subject of this Transaction Confirmation shall be the generator of the RINs on the RNG as required by the RFS as amended by the BRRR.

The parties acknowledge that assigned RINs (known as "KI 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 Seller will separate Kl RlNs 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).

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, and the parties shall conduct any such actions in accordance with Special Condition No. 7 of this Transaction Confirmation.

SIGNATURES ON NEXT PAGE

Contract ID# 6983
Robert M. Vreeland
Chief Financial Officer
02/10/2025
Docuslgn Envelope ID: 9EB5F9A6-2EA8-4C2B-8DA9-69EB932AF7ED Seller: Clean Energy Renewable Fuels, LLC
o6otL Vold
Name:

Buyer:

By:

Name: Joan Malloy
By:

Title:

Date:

Contract ID# 6983
Title:

Date:

City Manager
2/1/2025

Docusign Envelope ID: 9EB5F9A6-2EA8-4C28-8DA9-69EB932AF7ED

EXHIBIT A
CNG Station Location(s)
Street Address City and State Local Distribution Channel Meter Number 34650 7 St. Union City PG&E 47864663
Contract ID# 6983

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0 Final Audit Report 2025-02-10
Created:

By:

Status:

Transaction ID:
2025-02-07
Jen Komonchak ([email protected])
Signed
CBJCHBCAABAADW5oqt-6yZUtY4i9sff9WRjSnmiRy93M
Union City - CERF TC# UNC001-TC05 (RNG)
Feb 6, 2025
"Union City - CERF TC# UNC001-TC05 (RNG) Feb 6, 2025" H istory
Document created by Jen Komonchak ([email protected]) 2025-02-07 - 6:33:18 PM GMT
Document emailed to Robert M. Vreeland ([email protected]) for signature 2025-02-07 - 6:33:23 PM GMT
Email viewed by Robert M. Vreeland ([email protected]) 2025-02-10 - 6:19:13 PM GMT
Document e-signed by Robert M. Vreeland ([email protected]) Signature Date: 2025-02-10 - 6:19:48 PM GMT - Time Source: server Agreement completed.
2025-02-10 - 6:19:48 PM GMT
[ Adobe Acrobat sign
Attachment 5

Contract ID# 7113
B0785-0001\3147607v2.doc

TRANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
Date:__________
Transaction Confirmation #:

BEV001 – TC02
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated April 24, 2018. The terms of this Transaction Confirmation are binding upon execution by the parties. As of October 1, 2025, this Transaction Confirmation shall terminate and supersede that certain Transaction Confirmation # BEV001-TC01 between Seller and Buyer dated April 24, 2018.

SELLER:

Clean Energy Renewable Fuels, LLC
Attn: Jen Komonchak
Phone: 949-437-1251
Base Contract No. BEV001
BUYER:

City of Beverly Hills
Attn: Shana Epstein, Director of Public Works
Phone: 310-285-2484
Fax: 310-278-1838

Contract Price:

Contract Price ($/MMBtu)
The “Contract Price” for Conventional Gas or Biogas per MMBtu (as defined below) shall be equal to the SoCal Citygate First of the Month Index per MMBTU as published by Natural Gas Intelligence or any successor thereto.

Delivery Period: The Delivery Period shall begin on October 1, 2025 and shall end on September 30, 2030.

However, notwithstanding the foregoing, Buyer shall be entitled to extend the Delivery Period for up to three (3) consecutive one (1) year terms by notifying Seller in writing of Buyer’s intent to extend the Delivery Period at least one hundred twenty (120) days prior to the applicable renewal date.

Performance Obligation and Contract Quantity: (Select One) Firm (Fixed Quantity): Firm (Variable Quantity): Interruptible:

MMBtus/day 0 MMBtus/day Minimum Up to __________
MMBtus/day.
 EFP 200 MMBtus/day Maximum (“Max Daily Quantity”)
Performance Obligation: Subject to the Max Daily Quantity, during the Delivery Period, Seller will deliver Biogas and/or Conventional Gas to the Delivery Point(s) to meet Buyer’s full requirements. Buyer acknowledges that the Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc
delivered quantities of Gas will fluctuate and agrees to receive all Gas, up to the Max Daily Quantity. Seller shall be the exclusive provider of Biogas and Conventional Gas to Buyer at the Delivery Point(s) for the Delivery Period.

Subject to the terms of this Transaction Confirmation and the Max Daily Quantity described above, during each consecutive six (6) month period beginning on the first day of the Delivery Period and ending on the last day of the Delivery Period, and as long as such six (6) month period does not contain a Missed Month (as defined below), Seller shall use reasonable efforts to provide an amount of Biogas to the Delivery Point(s) which is equal to ninety percent (90%) of Buyer’s Gas Quantity (as defined below) for the applicable rolling six (6) month period (the “Minimum Commitment”). “Buyer’s Gas Quantity” means the total amount of natural gas provided to the Station(s) (as defined below) based on the invoices (which are related to the Delivery Point(s) and the applicable rolling six (6) month) from the natural gas utility (and provides to Seller pursuant to Section 2(a) below) but limited to such portion of the gas which is deemed to have been actually consumed as a Vehicle Fuel (as determined in accordance with Seller’s LCFS and RFS compliance protocol).

Beginning on the one (1) year anniversary of the first day of the Delivery Period, Buyer may, as its sole and exclusive remedy for any failure by Seller to comply with the Minimum Commitment described above, terminate this Transaction Confirmation upon written notice, with the termination date determined as described in the following sentence, in the event that over any consecutive six (6) month period, as long as such six (6) month period does not contain a Missed Month, the total volume of Biogas sold by Seller to Buyer hereunder is less than the lesser of: (a) ninety percent (90%) of Buyer’s Gas Quantity during such six (6) month period; and (b) the Max Daily Quantity, referenced above, multiplied by the number of days in the applicable six (6) month period. The termination date will be the first day after the end of the LCFS reporting calendar quarter in which the written termination notice was received by Seller. Seller will provide a written notice to Buyer which indicates the termination date.

Delivery Point(s): The Delivery Point(s) shall be Buyer’s Southern California Gas Company (“SoCalGas”) meter interconnect(s) at Buyer’s California compressed natural gas (“CNG”) station(s) listed in Exhibit A (“Station(s)”), which is attached hereto and incorporated herein by reference.

Definitions:
“Advanced Biofuel” means a renewable fuel as set forth in the EPA RFS program (40 C.F.R. § 80.1401 (2012)), other than ethanol derived from corn starch, and which must achieve a Lifecycle Greenhouse Gas Emission displacement of fifty percent (50%) compared to the baseline Lifecycle Greenhouse Gas Emissions. “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 Seller when Conventional Gas is dispensed from the Station(s) as a Blue Gas Vehicle Fuel.
“Blue Gas Vehicle Fuel” means CNG derived from Conventional Gas and used in transportation vehicles. “Biogas” or “RNG” means pipeline quality Gas derived from the decomposition of organic matter that meets the EPA RFS eligibility requirements as either an Advanced Biofuel or Cellulosic Biofuel. “CARB” 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.

Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc
“Cellulosic Biofuel” means a renewable fuel derived from any cellulose, hemi-cellulose or lignin that has lifecycle greenhouse gas emissions that are at least sixty percent (60%) less than the Baseline Lifecycle Greenhouse Gas emissions (as set forth in the EPA RFS program (40 C.F.R. § 80.1401 (2012)). “CI” or “Carbon Intensity” means the quantity of life cycle greenhouse gas emissions, per unit of fuel energy, expressed in grams of carbon dioxide equivalent per megajoule (gCO2e/ML) as defined in the LCFS (as amended or replaced with a subsequent program).
“Conventional Gas” means Gas other than Biogas.
“Disqualified Biogas” means Gas that was initially determined by the parties upon delivery to be Biogas but subsequently becomes disqualified as Biogas by not satisfying the requirements of the EPA Renewable Fuels Standard or the CARB LCFS.
“EPA” means the United States Environmental Protection Agency. “EPA Renewable Fuels Standard” or “EPA RFS” means the renewable energy program and policies established by the Environmental Protection Agency and published on March 26, 2010 (at 75 Fed. Reg. 14670) and which became effective on July 1, 2010.
“First Fuel Reporting Entity” means the first entity responsible for reporting in the LRT-CBTS (LCFS reporting tool-credit and banking transfer system) for a given amount of fuel. This is the entity that initially holds the status as the fuel reporting entity and the credit or deficit generator but may transfer either status pursuant to sections 95483 or 95483.1.
“Green Attributes” means any and all attributes, including Lifecycle Greenhouse Gas Emissions, associated with the production, sale and use of Biogas as an Advanced Biofuel, Cellulosic Biofuel, low carbon fuel or Alternative Fuel as necessary to generate or claim applicable CARB LCFS Credits and EPA RINs. “Greenhouse Gas” means carbon dioxide (CO2), methane (CH4), nitrous oxide (N2O), hydroflourocarbons, perfluorocarbons, sulphur hexafluoride, or any other substance or combination of substances that may become regulated or designated as Greenhouse Gases under any federal, state or local law or regulation, or any emission reduction registry, trading system, or reporting or reduction program for Greenhouse Gas emission reductions that is established, certified, maintained, or recognized by any international, governmental (including U.N., federal, state, or local agencies), or non-governmental agency from time to time, in each case measured in increments of one metric tonne of carbon dioxide equivalent.
“Governmental Authority” means any federal, state, local, or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority. Governmental Authority includes, without limitation, the EPA, CARB and the California Public Utilities Commission or its successor agency. “Incremental LCFS Credits” means the number of LCFS Credits generated from the use of Biogas Vehicle Fuel that exceed the number of LCFS Credits (if any) that would have been generated using the lesser of: (a) the CI of the default CNG pathway used for Conventional Gas; or (b) the compliance curve set by CARB: “Benchmarks for Diesel Fuel and Fuels used as a Substitute for Diesel Fuel” (as defined from time to time in Title 17 of the California Code of Regulations for the Low Carbon Fuel Standard).
“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 Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc
potential.
“LCFS 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. “LCFS Credits Resale Price” shall be calculated by reference to the volume weighted average price of all LCFS Credits of the same annual and quarterly vintage realized by Seller within the same calendar quarter. “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 C.F.R. § 80.1425 (2011); 40 C.F.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. “Vehicle Fuel” means CNG or liquefied natural gas (LNG) derived from Gas and used in transportation vehicles.

Special Conditions:

1. 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(s). (b) When applicable, Buyer represents that it is not aware of any reason that would cause the Blue Gas LCFS Credits not to comply with the LCFS.

2. Records and Documentation Related to Biogas and RIN and LCFS Credits Creation. (a) Buyer shall provide Seller with a copy of its natural gas invoices related to the Delivery Point(s) for the prior month (when such prior month is during the term of this Transaction Confirmation) between the 10th and 20th day of each month.

Notwithstanding anything to the contrary in this Transaction Confirmation, including without limitation, the terms in the “Performance Obligation and Contract Quantity” Section above, in the event Seller does not receive the invoice within the time period identified above, Seller shall: (1) not have any obligation to Buyer to make any payment to Buyer (including, without limitation, the Seller’s Payment) which relates to the month in which it did not receive a corresponding natural gas invoice (the “Missed Month”); (2) not have any obligation to supply Biogas during the Missed Month, and therefore, shall not generate any credits (neither RINs nor LCFS Credits); and (3) treat such Missed Month as if Seller, sold and Buyer, purchased 0 MMBtus of Biogas during such month and such treatment shall not be considered a breach of any of the obligations of Seller pursuant to this Transaction Confirmation. In the event there are three (3) consecutive Missed Months, Seller may terminate this Transaction Confirmation, based on Buyer’s default, upon a written notice to Buyer which shall specify the effective date of termination.

Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc
This obligation to provide the relevant invoice(s) shall survive the termination or expiration of this Transaction Confirmation until the last day of the full calendar month following the month in which this Transaction Confirmation expired or terminated. Buyer shall maintain all records relevant to the purchase of 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 it applies to the creation and sale of LCFS Credits in accordance with the requirements of CARB. (c) Buyer shall provide reasonable cooperation to Seller with respect to the requirements for the generation of RINS under the EPA RFS including, without limitation, by signing periodic attestations regarding the use of the Biogas 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 (as applicable) delivered to the Station(s) 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 RFS and CARB Low Carbon Fuels Standard, together with regulations and decisions promulgated thereunder, are applicable to the purchase and sale of Conventional Gas and Biogas.

4. CARB LCFS Fuel Reporting Entity Status.

Pursuant to the California Code of Regulations for the Low Carbon Fuel Standard, Seller will retain the Low Carbon Fuel Standard (LCFS) First Fuel Reporting Entity status as set forth in Title 17, California Code of Regulations in § 95483 with respect to all Biogas sold by Seller to Buyer hereunder (the “Purchased Biogas”).

Buyer will elect to not be the First Fuel Reporting Entity for Conventional Gas (referred to as “Fossil CNG” in the California Code of Regulations in §§ 95483) as set forth in Title 17, California Code of Regulations in § 95483, and designates Seller as the First Fuel Reporting Entity for Conventional Gas under the California Air Resources Board as set forth in Title 17, California Code of Regulations § 95480.3 with respect to all Conventional Gas purchased by Buyer at the Delivery Point(s) during the Delivery Period (the “Purchased Conventional Gas”).

Buyer and Seller agree that: (A) for Conventional Gas, the original First Fuel Reporting Entity (Buyer) per subsections (1)(A) through (1)(E) will not generate credits or deficits in the LCFS and will instead provide the amount of fuel dispensed, and other required information pursuant to sections 95483.2(b)(8), 95491 and 95491.1, to the contractually designated entity (Seller) for the purpose of LCFS reporting and credit or deficit generation; and (B) the contractually designated entity (Seller) accepts all LCFS responsibilities as the First Fuel Reporting Entity for Conventional Gas and as a credit or deficit generator, as applicable.

Any deficits generated based on Seller’s status as the First Fuel Reporting Entity for the Purchased Biogas or the Purchased Conventional Gas shall be deemed to be Buyer’s sole financial responsibility; and therefore, in the event any deficits are generated based on Seller’s status as the First Fuel Reporting Entity for the Purchased Biogas or the Purchased Conventional Gas, notwithstanding anything to the contrary in this Transaction Confirmation or the Base Contract, Seller may: (1) offset any deficits with Incremental LCFS Credits or other LCFS Credits generated by Seller based on the Purchased Biogas and Purchased Conventional Gas (if any), a portion or all of which would have paid to Buyer pursuant to the Seller’s Payment; and/or (2) purchase LCFS Credits equal to the deficit with Buyer being financial responsible (Seller will invoice Buyer) for all costs incurred by Seller to purchase such LCFS Credits (including, without limitation, the price per LCFS Credit paid by Seller to the applicable third party credit seller Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc
multiplied by the number of LCFS Credits that need to be purchased to satisfy the deficit); and/or (3) invoice Buyer for all amounts (including, without limitation, any attorney’s fees or broker fees) Seller incurred based on such deficit(s). Buyer shall remit payment to Seller within fifteen (15) days of its receipt of a Seller invoice pursuant to this Section. Buyer shall be deemed to have received an invoice from Seller three (3) days after the invoice is sent to Buyer.

5. LCFS Credit and RIN Sales.
(a) Seller shall remit payments to Buyer as described in this Transaction Confirmation and Exhibit B, Payment Schedule.
(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 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.

7. Regulatory Hinderance.

In the event that: (a) the RFS and/or LCFS are materially modified, repealed, stayed, enjoined, or end prior to the end of the Delivery Period; or (b) a regulatory change (1) makes the sale of the Biogas and conversion thereto into vehicle fuel and the coincident generation of RINs and/or LCFS Credits illegal or impossible, or (2) hinders Seller’s performance of its obligations under this Transaction Confirmation; (each event shall be referred to as a “Regulatory Hinderance”), then Buyer and Seller shall work together to renegotiate the affected terms of this Transaction Confirmation. If Buyer and Seller do not agree on an amendment to the Transaction Confirmation within sixty (60) days from the date the Seller initiated renegotiation, then either Buyer or Seller shall have the right to terminate the Transaction Confirmation. In the event of termination, the process described in Section 10.3 of the Base Contract shall be followed except that (y) references therein to the “Defaulting Party” and to the “NonDefaulting Party” will be deemed references to Buyer and to Seller, respectively, and (z) no early termination damages will apply to the termination, and therefore, the process described in “Early Termination Damages Do Not Apply” in Section 10.3.1 of the Base Contract shall be followed.

Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc

8. Environmental Attributes and Alternative Fuel Credit Buyer is not entitled to any RINS, LCFS Credits generated from Biogas provided under this Transaction Confirmation, or other environmental attributes that may be attributed to or generated from the Biogas delivered under this Transaction Confirmation other than as specifically stated herein. Seller’s retention and/or sale of RINS and/or LCFS Credits generated from the Biogas delivered under this Transaction Confirmation shall not limit Buyer’s ability to report the purchase of Biogas and applicable reductions in greenhouse gases or emissions directly associated with the use of Biogas in its transportation fleet. Seller represents and warrants that no other entity is entitled to claim the reductions in greenhouse gases or emissions directly associated with the use of the Biogas provided hereunder as a transportation fuel other than Buyer.

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 (“Alternative Fuel Credit”), as may be amended, for each gasoline gallon equivalent of Conventional Gas or Biogas dispensed from the Station(s). The parties agree that Buyer will be considered the “Alternative Fueler” as defined in Proposed Treasury Regulation Section 48-6426-1 and is responsible for remitting any federal or state fuel taxes, if any, imposed on the subsequent sale or use of such fuel.

9. 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 which is related to such Gas. This obligation shall survive the termination or expiration of this Transaction Confirmation.

10. Failure to Produce Vehicle Fuel
In addition to all other remedies under the Base Contract and hereunder, if Gas sold by Seller and purchased by Buyer hereunder originally deemed to be Biogas is not processed into a Vehicle Fuel, Seller will be entitled to a refund of any payment made to Buyer for the volume of Biogas that was not processed into a Vehicle Fuel. Further, if any Purchased Conventional Gas is not processed into a Vehicle Fuel, Seller will be entitled to a refund of any payment made to Buyer which relates to the volume of Purchased Conventional Gas that was not processed into a Vehicle Fuel. This obligation shall survive the termination or expiration of this Transaction Confirmation.

11. Further 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.

12. AB 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.

Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc

13. Additional Terms Applicable to Deliveries to SoCalGas Buyer and Seller acknowledge and agree that Buyer will designate Seller as the California Core Transport Agent for the Delivery Point(s). Upon Seller’s request, in writing, 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 GT-NGU 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 utility from and against any liability, claims, demands, causes of action, damages and/or expenses resulting from or in connection with any improper use of its gas consumption information.

14. Biogas Regulatory Reform Rule
The parties acknowledge that on July 12, 2023, the 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 EPA RFS related to the generation of RINs on RNG. The parties agree that they shall cooperate with each other, share documentation and provide access to facilities owned or operated by each party such that RINs can be validly generated under the RFS as amended by the BRRR. 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.

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 Seller shall register with the EPA as the RIN separator in accordance with the BRRR, and that the producer of the RNG that is the subject of this Transaction Confirmation shall be the generator of the RINs on the RNG as required by the RFS as amended by the BRRR.

The parties acknowledge that assigned 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 Seller will separate assigned 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).

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, and the parties shall conduct any such actions in accordance with Special Condition No. 7 of this Transaction Confirmation. [Signatures Follow]
Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc

CLEAN ENERGY RENEWABLE FUELS, LLC,
a Delaware limited liability company

CITY OF BEVERLY HILLS,
a California municipal corporation
By: By:

Name: BARCLAY F. CORBUS Name: SHARONA R. NAZARIAN, PsyD Title:

Senior Vice President, Strategic
Development & Renewable Fuels Title: Mayor
Date: Date:

ATTEST:

By: (SEAL)
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
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: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1 September 3, 2025 | 17:45 EDT

Contract ID# 7113
B0785-0001\3147607v2.doc

EXHIBIT A
CNG Station Location(s)
Street Address City and State Local Distribution Channel Meter Number 345 North Foothill Road Beverly Hills,
CA
SoCalGas 13485439
Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc

EXHIBIT B
Payment Schedule
Calendar
Year
RNG
MMBtu
CI Number Used by Seller
to Determine Payment to
Buyer. (The actual CI of
the RNG supplied to the
Station(s) may be different).

Buyer
Percentage of
LCFS Credit
Generation Rate
Incremental LCFS Credits generated
per RNG MMBtu based on
corresponding CI Number (as shown
in this table) for such RNG ("LCFS
Credit Generation Rate")
Buyer Percentage
of RIN Credit
Generation Rate
Number of RINs
generated per
RNG MMBtu
("RIN
Generation
Rate")
2025 1 -200 10% 0.2606 10% 11.6935
2026 1 -200 10% 0.2593 10% 11.6935
2027 1 -200 10% 0.2580 10% 11.6935
2028 1 -200 10% 0.2566 10% 11.6935
2029 1 -200 10% 0.2553 10% 11.6935
2030 1 -200 10% 0.2540 10% 11.6935
2031* 1 -200 10% 0.2499 10% 11.6935
2032* 1 -200 10% 0.2458 10% 11.6935
2033* 1 -200 10% 0.2418 10% 11.6935
*Subject to the renewal provisions of the Delivery Period section of this Transaction Confirmation Terms and Conditions:
(1) Within forty-five (45) days of Seller’s receipt of payment for all RINs generated during the prior month, Seller will pay Buyer the “RIN Payment” which is described below:
[[applicable Calendar Year Buyer Percentage of RIN Credit Generation Rate as shown in the table above] x (applicable RIN Generation Rate as shown in the table above x [(cumulative Biogas MMBtus delivered by Seller to the Station(s) (as determined in accordance with Seller’s LCFS and RFS compliance protocol) during the applicable calendar month where such month is within the Delivery Period)] x [RIN Resale Price])] (2) Within forty-five (45) days of Seller’s receipt of payment for all LCFS Credits generated during the prior calendar quarter, Seller will pay Buyer the “LCFS Payment” which is described below:
[LCFS Credits Resale Price] x [(applicable Calendar Year Buyer Percentage of LCFS Credit Generation Rate as shown in the table above) x [(applicable LCFS Credit Generation Rate) x ((cumulative Biogas MMBtus delivered by Seller to the Station(s) (as determined in accordance with Seller’s LCFS and RFS compliance protocol) during the applicable calendar quarter where such calendar quarter is within the Delivery Period)]].

Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1

Contract ID# 7113
B0785-0001\3147607v2.doc
(3) The RIN Payment and the LCFS Payment shall collectively be referred to as the “Seller Payment” or “Seller’s Payment”. Specifically, and only, for the purposes of determining the Seller Payment, and subject to Buyer’s compliance with Section 2(a) of the Special Conditions, all Biogas supplied to the Station(s) is deemed to be RNG with the applicable CI Number shown in the table above for the applicable calendar year. Buyer acknowledges and agrees that the CI for the actual Biogas supplied by Seller to Buyer pursuant to this Transaction Confirmation will vary over the Delivery Period, however, the CI number used to determine the Seller Payments will not vary from the applicable numbers described above except in the event of a Missed Month as described in Section 2(a) of the Special Conditions. (4) In the event CARB modifies the LCFS CI benchmarks for diesel during the term of this Transaction Confirmation, the numbers above shall be proportionally adjusted by Seller to maintain the economic intent of the parties as of the day they entered into this Transaction Confirmation. Upon the determination of such adjustment by Seller, Seller shall provide Buyer with a new table which upon Seller’s transmission of such updated table to Buyer shall be deemed to automatically supersede and replace the table above.

Docusign Envelope ID: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1 Certificate Of Completion
Envelope Id: 1C52DB13-F9B0-4974-9AAF-476FF74DC3D1 Status: Sent Subject: Complete with Docusign: Clean Energy Renewable Fuels - City of Beverly Hills - RNG Source Envelope:

Document Pages: 12 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
9/3/2025 1:52:31 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Barclay F. Corbus
[email protected]
trustee
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 4.43.176.115
Sent: 9/3/2025 2:01:29 PM
Viewed: 9/3/2025 2:45:43 PM
Signed: 9/3/2025 2:45:52 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.97.137.23
Signed using mobile
Sent: 9/3/2025 2:45:53 PM
Viewed: 9/3/2025 3:38:42 PM
Signed: 9/3/2025 3:38:56 PM
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: 139.104.2.224
Signed using mobile
Sent: 9/3/2025 3:38:59 PM
Viewed: 9/3/2025 3:59:44 PM
Signed: 9/3/2025 4:00:11 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: 9/3/2025 4:00:12 PM
Viewed: 9/3/2025 4:22:08 PM
Signed: 9/3/2025 4:22:17 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:
2603:8001:6e07:fdde:564f:bef:ae58:e689
Signed using mobile
Sent: 9/3/2025 4:22:19 PM
Viewed: 9/3/2025 4:30:31 PM
Signed: 9/3/2025 4:31:35 PM
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: 198.245.189.177
Sent: 9/3/2025 4:31:37 PM
Viewed: 9/3/2025 5:08:57 PM
Signed: 9/3/2025 5:13:56 PM
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)
Sent: 9/3/2025 5:13:59 PM
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
Sharona R. Nazarian
[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
John Hodgkinson
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 9/3/2025 2:44:56 PM
Viewed: 9/3/2025 2:53:41 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jessika Vasquez
[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 9/3/2025 2:01:29 PM
Envelope Updated Security Checked 9/3/2025 2:44:56 PM
Payment Events Status Timestamps

I COPIED