Agenda packet — Clovis City Council, December 5, 2022

December 05, 2022 - 1 - 5:58 PM A G E N D A • C I T Y C O U N C I L M E E T I N G

December 5, 2022 6:00 PM Council Chamber

In compliance with the Americans with Disabilities Act, if you need special assistance to access the City Council Chamber to participate at this meeting, please contact the City Clerk or General Services Director at (559) 324 -2060 (TTY – 711). Notificatio n 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to the Council Chamber.

The Clovis City Council meetings are open to the public at the physical address listed above. There are numerous ways to participate in the City Council meetings: you are able to attend in person; you may submit written comments as described below; you may participate by calling in by phone (see “Verbal Comments” below); and you may view the meeting which is webcast and acces sed at www.cityofclovis.com/agendas

Written Comments

 Members of the public are encouraged to submit written comments at:
www.cityofclovis.com/agendas at least two (2) hours before the meeting (4:00 p.m.). You will be prompted to provide:

 Council Meeting Date
 Item Number
 Name
 Email
 Comment

 Please submit a separate form for each item you are commenting on.

 A copy of your written comment will be provided to the City Council noting the item number.

If you wish to make a verbal comment, please see instructions below.

 Please be aware that any written comments received that do not specify a particular agenda item will be marked for the general public comment portion of the agenda.

 If a written comment is received after 4:00 p.m. on the day of the meeting, efforts will be made to provide the comment to the City Council during the meeting. However, staff cannot guarantee that written comments received after 4:00 p.m. will be provided to City Council during the meeting. All written comments received prior to the end of the meeting will be made part of the record of proceedings.

Council Chamber, 1033 Fifth Street, Clovis, CA 93612 (559) 324-2060 www.cityofclovis.com
1 December 05, 2022 - 2 - 5:58 PM Verbal Comments

 If you wish to speak to the Council on an item by telephone, you should contact the City Clerk at (559) 324-2060 no later than 4:00 p.m. the day of the meeting.

 You will be asked to provide your name, phone number, and your email. You will be emailed instructions to log into Webex to participate in the meeting. Staff recommends participants log into the Webex at 5:30 p.m. the day of the meeting to perform an audio check.

 All callers will be placed on mute, and at the appropriate time for your comment your microphone will be unmuted.

 In order for everyone to be heard, please limit your comments to 5 minutes or less, or 10 minutes per topic

Webex Participation

 Reasonable efforts will be made to allow written and verbal comment from a participant communicating with the host of the virtual meeting. To do so, a participant will need to chat with the host and request to make a written or verbal comment. The host w ill make reasonable efforts to make written and verbal comments available to the City Council. Due to the new untested format of these meetings, the City cannot guarantee that these written and verbal comments initiated via chat will occur. Participants desiring to make a verbal comment via chat will need to ensure that they accessed the meeting with audio transmission capabilities.

CALL TO ORDER
FLAG SALUTE - Councilmember Ashbeck

ROLL CALL
ORDINANCES AND RESOLUTIONS - With respect to the approval of resolutions and ordinances, the reading of the title shall be deemed a motion to waive a reading of the complete resolution or ordinance and unless there is a request by a Councilmember that the resolution or ordinance be read in full, further reading of the resolution or ordinance shall be deemed waived by unanimous consent of the Council.

CONSENT CALENDAR - Items considered routine in nature are to be placed upon the Consent Calendar. They will all be considered and voted upon in one vote as one item unless a Councilmember requests individual consideration. A Councilmember’s vote in favor of the Consent Calendar is considered and recorded as a separate affirmative vote in favor of each action listed. Motions in favor of a doption of the Consent Calendar are deemed to include a motion to waive the reading of any ordinance or resolution on the Consent Calendar. For adoption of ordinances, only those that have received a unanimous vote upon introduction are considered Consent items.

2 December 05, 2022 - 3 - 5:58 PM

1. Administration - Approval - Minutes from the November 14, 2022, Council Meeting.

2. Finance – Receive and File – Investment Report for the Month of July 2022.

3. Finance – Receive and File – Treasurer’s Report for the Month of July 2022.

4. General Services - Approval - Waive Formal Bidding or Proposal Requirements and Authorize Lease of Copiers through Cooperative Purchase Contract between OMNIA Partners and Kyocera.

5. General Services – Approval – Waive the City’s Usual Purchasing Requirements and Authorize the Purchase of Eight (8) Ram Promaster Minibuses and Three (3) Class E 32’ Freightliner Buses for $2,074,048.63 Utilizing the CalACT Competitive Bid Award; and Approval – Res. 22-___, Amending the 2022-2023 Transit Budget by $349,048.63 in Previously Received State Transit Assistance Funds.

6. General Services – Approval – Waive the City’s Formal Purchasing Requirements and Authorize the Purchase of Remix by Via Route Planning Software for $88,000 for Five Years of Service; and Approval – Res. 22 -___, Amending the 2022 -2023 Transit Budget by $18,500 in Previously Received State Transit Assistance funds for the First Year of Service.

7. Planning and Development Services – Approval – Final Acceptance for CIP 22 -01 Rubberized Cape Seal 2022.

8. Planning and Development Services - Approval – Res. 22 -___, Annexation of Miscellaneous Properties to the Landscape Maintenance District No. 1.

9. Public Utilities – Approval – Authorize the Purchase of Supervisory Control and Data Acquisition Human Machine Interface (SCADA HMI) Software from Inductive Automation, LLC for $52,081.60; and Approval – Waive Formal Proposal Procedures and Authorize the City Manager to Enter into an Agreement with TESCO Controls, Inc. to Integrate the new SCADA HMI Software for $279,315.

10. Public Utilities – Approval – Waive Formal Request for Proposal Procedures and Authorize the City Manager to Enter into an Agreement with Clean Energy Renewable Fuels, LLC, for Supply of Renewable Natural Gas for City Fleet Fueling and for Management of Natural Gas Fuel Revenue Credits.

11. Public Utilities – Approval – Authorize the Execution of a Real Property Purchase and Sale Agreement for the Property Located at 8761 E. Barstow Avenue, Clovis, CA from Darlene A. Millhollin and Janet Stockton, Co-Trustees of the Darlene A. Millhollin Trust, in the Amount of $3,403,000; and Approval – Authorize Staff to Develop an Agreement Memorializing a $1,701,500 Inter -Fund Loan from the Water Enterprise Fund to the Parks and Acquisition Developer Fund; and Approval – Res. 22-___, Amending the 2022-2023 Water Enterprise and Water Developer Budge ts to Allocate Funds in the Amount of $3,403,000 for Purchase of the Property.

12. Public Utilities – Approval – Authorize the Execution of a Real Property Purchase and Sale Agreement to Acquire Property Located at 1589/1599 Menlo Avenue, Clovis, CA from Janet Stockton in the Amount of $796,000; and Approval – Authorize the Execution of a Land Lease Agreement with Janet Stockton for Property Located at 1589/1599 Menlo Avenue, Clovis, CA; and Approval – Res. 22-___, Amending the 2022-2023 Water, Sewer, and Refuse Enterprise Budgets to Allocate $796,000 for Purchase of the Property.

PRESENTATIONS/PROCLAMATIONS

13. Presentation of Proclamation Recognizing Betsy Sandoval for her Years of Service to the Clovis Unified School District Board.
3 December 05, 2022 - 4 - 5:58 PM

COUNCIL ITEMS

14. Consider Approval – First Amendment to City Manager Employment Agreement.

Staff: Shonna Halterman, General Services Director
Recommendation: Approve

PRESENTATIONS/PROCLAMATIONS

15. Presentation of Proclamations to Mayor Flores and Councilmember Whalen by Mayor Pro Tem, Lynne Ashbeck.

16. Presentation of Plaques to Mayor Flores and Councilmember Whalen by Mayor Pro Tem Lynne Ashbeck.

17. Presentation of Bronco Billy Bronze Statues to Mayor Flores and Councilmember Whalen by Mayor Pro Tem Lynne Ashbeck.

18. Presentation of City of Clovis Street Signs to Mayor Flores and Councilmember Whalen by Public Utilities Director, Scott Redelfs.

COUNCIL ITEMS

19. Council Comments.

PUBLIC COMMENTS - This is an opportunity for the members of the public to address the City Council on any matter within the City Council’s jurisdiction that is not listed on the Agenda. In order for everyone to be heard, please limit your comments to 5 minutes or less, or 10 minutes per topic. Anyone wishing to be placed on the Agenda for a s pecific topic should contact the City Manager’s office and submit correspondence at least 10 days before the desired date of appearance.

ADJOURNMENT
CHRISTMAS TREE LIGHTING CEREMONY – 7:00 P.M.

MEETINGS AND KEY ISSUES
Regular City Council Meetings are held at 6:00 P.M. in the Council Chamber. The following are future meeting dates:

Dec. 12, 2022 (Mon.) City Council Reorganization
Dec. 19, 2022 (Mon.)
Jan. 3, 2023 (Tue.) To be Cancelled
Jan. 9, 2023 (Mon.)
Jan. 17, 2023 (Tue.)

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CLOVIS CITY COUNCIL MEETING

November 14, 2022 6:00 P.M. Council Chamber

Meeting called to order by Councilmember Ashbeck at 6:02 Flag Salute led by Councilmember Whalen

Roll Call: Present: Councilmembers Ashbeck, Bessinger, Mouanoutoua, Whalen, Mayor Flores

PUBLIC COMMENTS – 6:05

Norman Morrison, Dry Creek Preserve resident, shared concerns regarding traffic issues on Clovis streets adjacent to the Dry Creek Preserve.

Charles Brough, resident, shared complaints regarding street signage and crosswalk markings at Gettysburg and Armstrong Avenues where Gettysburg Elementary School is located.

Paul Pierce, resident, commented on traffic issues near Fowler and Nees Avenues.

Rich Meisner, St. Martha’s Pantry representative, shared concerns with the Pantry moving out of Clovis and no longer serving Clovis residents.

CONSENT CALENDAR – 6:28

Councilmember Whalen abstained from voting on Item 10 as he owns property within 1,000 feet of the project site.

Motion by Councilme mber Ashbeck, seconded by Councilmember Bessinger, that the items on the Consent Calendar, with the exception of Item 10, be approved. Motion carried by unanimous vote.

1. Administration - Approval - Minutes from the November 7, 2022, Council Meeting.

2. Finance - Approved - Res. 22-130, Budget Amendment to Increase Expenditures Related to Approved Negotiated Salary and Benefit Adjustments.

3. General Services – Approved – Waive Formal Bidding or Proposal Requirements and Authorize Purchase of Office Supplies through Cooperative Purchase Contract between OMNIA Partners and Office Depot.
4 Planning and Development Services - Approved – Res. 22 -131, Final Map Tract 6292, located at the northeast area of Clovis Avenue and Shepherd Avenue (Lennar Homes of California, LLC).

5. Planning and Development Services - Approved – Res. 22-132, Annexation of Proposed Tract 6292, located at the northeast area of Clovis Avenue and Shepherd Avenue to the Landscape Maintenance District No. 1 of the City of Clovis (Lennar Homes of California, LLC).
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6. Planning and Development Services - Approved – Res. 22 -133, Final Map Tract 6342, located at the northeast area of Clovis Avenue and Shepherd Avenue (Lennar Homes of California, LLC).

7. Planning and Development Services – Approved – Res. 22-134, Annexation of Proposed Tract 6342, located at the northeast area of Clovis Avenue and Shepherd Avenue to the Landscape Maintenance District No. 1 of the City of Clovis (Lennar Homes of California, LLC).

8. Planning and Development Ser vices - Approved – Res. 22 -135, Final Map Tract 6344, located at the northeast area of Clovis Avenue and Shepherd Avenue (Lennar Homes of California, LLC).

9. Planning and Development Services - Approved – Res. 22-136, Annexation of Proposed Tract 6344, lo cated at the northeast area of Clovis Avenue and Shepherd Avenue to the Landscape Maintenance District No. 1 of the City of Clovis (Lennar Homes of California, LLC).

11. Planning and Development Services - Approved – Bid Award for CIP 19 -15, Gettysburg/Norwich Alley Reconstruction – Villa Avenue to Gettysburg Avenue, and Authorize the City Manager to Execute the Contract on Behalf of the City.

12. Public Utilities – Approved – Contract Award for the Purchase of a Lo w-NOx Flare at the Clovis Landfill, and Authorize the City Manager to Execute the Contract on Behalf of the City.

13. Public Utilities – Approved – Waive Formal Bidding Requirements and Authorize the Purchase of a Global Street Sweeper from Terry Equipment Inc. Using the Sourcewell Purchasing Contract.

6:29 – ITEM 10 - Planning and Development Services – Approved – Final Acceptance for Final Map for Tract 6348, located at the northeast corner of West Nees and North Timmy Avenues (Gleneagles Homes, Gary McD onald Homes). (Councilmember Whalen has a conflict of interest on this item)

Motion for approval by Councilmember Ashbeck, seconded by Councilmember Bessinger.

Motion carried 4-0-0-1, with Councilmember Whalen abstaining.

COUNCIL ITEMS – 6:30

6:30 – ITEM 14 - APPROVED - CONFIRMATION OF C ITY MANAGER’S APPOIN TMENT OF ECONOMIC DEVELOPMENT, HOUSING AND COMMUNICATIONS DIRECTOR.

Motion for approval by Councilmember Ashbeck, seconded by Councilmember Whalen.

Motion carried by unanimous vote.

6:38 – ITEM 15 – APPROVED – CHANGE OF COUNCIL MEETING SCHEDULE.

Motion for approval by Councilmember Bessinger, seconded by Councilmember Ashbeck.

Motion carried by unanimous vote.

ADMINISTRATIVE ITEMS – 6:39

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6:39 – ITEM 16 - CONSIDER VARIOUS ITE MS ASSOCIATED WITH ±923 ACRES OF

PROPERTY LOCATED NOR TH OF SHEPHERD AVENU E GENERALLY BETWEEN SUNNYSIDE AVENUE AND NORTH CARSON AVENUE (BIG DRY CREEK DAM):

Jeff Harris, Wilson Homes representative, commented on the process of the bringing this property into the sphere of influence and addressed questions by the Council.

Tro, representative of various property owners, shared concerns regarding annexation and not wanting to connect to City water services.

Norman Morrison, Dry Creek Preserve resident, commented on the lack of noticing and concerns regarding development in the area.

Lloyd Buckner, Dry Creek Preserve resident, commented on the impacts of development to transportation.

Nathaniel Wiebert, County resident, shared concerns regarding traffic and water as the City continues to grow.

Arakel Arisian, Heritage Development Company representative, commented on the development of the Heritage Grove area.

Paul Pierce, resident, commented on the traffic impacts of new development.

Jim S., County resident, commented on the lack of noticing.

Craig Howard, County resident, requested for the City Council to postpone action on this item because of the lack of noticing.

16A - APPROVED – RES. 22-137, A REQUEST AUTHORIZ ING THE CITY MANAGER

TO EXECUTE A CONSULT ANT AGREEMENT BETWEE N THE CITY OF CLOVIS AND

DE NOVO PLANNING GRO UP FOR THE PREPARATI ON OF AN ENVIRONMENT AL IMPACT REPORT AND RELATED SERVICES.

Motion for approval by Councilmember Whalen, seconded by Councilmember Mouanoutoua. Motion carried by unanimous vote.

16B - APPROVED – RES. 22-138, A REQUEST ALLOWING FOR THE PREPARATION

AND SUBMITTAL OF AN APPLICATION TO THE F RESNO COUNTY LOCAL A GENCY

FORMATION COMMISSION TO AMEND THE CITY O F CLOVIS SPHERE OF INFLUENCE TO INCLUDE ±923 ACRES.

Motion for approval by Councilmember Whalen, seconded by Councilmember Mouanoutoua. Motion carried by unanimous vote.

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8:39 – ITEM 17 - CONSIDER VARIOUS ITE MS ASSOCIATED WITH C LOVIS LANDMARK

SQUARE, LOCATED ON THE NORTH SIDE OF THIRD STREE T AT VETERANS MEMORIAL PARKWAY.

Mayor Flores abstained from hearing and voting on this item because he owns property within 1,000 feet of the project site.

17A. RECEIVED AND FILED – UPDATE ON LANDMARK SQUARE CONSTRUCTION.

17B. APPROVED – RES. 22 -139, AMENDING THE 2022 -2023 COMMUNITY INVESTMENT PROGRAM (CIP) BUDGET FOR THE LANDMARK SQUARE PROJECT.

Motion for approval by Councilmember Whalen, seconded by Councilmember Mouanoutoua. Motion carried 4-0-0-1 with Mayor Flores abstaining.

9:06 – ITEM 18 - ADOPTED – ORD. 22-10, AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF CLOVIS AMEND ING SECTIONS 8.1.02, 8.2.101, 8.5.101, 8 .6.101, 8.15.101,

8.16.101, 8.17.101 O F TITLE 8 OF THE CLO VIS MUNICIPAL CODE PERTA INING TO ADOPTION OF 2022 CAL IFORNIA BUILDING, EL ECTRICAL, MECHANICAL , PLUMBING, RESIDENTIAL, ENERGY AND GREEN BUILDING STANDARDS C ODES. (VOTE: 4-0-1 WITH COUNCILMEMBER WHALEN ABSENT)

Motion for approval by Councilmember Ashbeck, seconded by Councilmember Bessinger.

Motion carried by unanimous vote.

9:08 – ITEM 19 - ADOPTED – ORD. 22-11, AMENDING VARIOUS S ECTIONS OF TITLE 4, CHAPTER 4.4, ARTICLE 1 OF THE CLOVIS MUN ICIPAL CODE RELATING TO THE CALIFORNIA FIRE CODE. (VOTE: 4-0-1 WITH COUNCILMEMBER WHALEN ABSENT)

Motion for approval by Councilmember Ashbeck, seconded by Councilmember Bessinger.

Motion carried by unanimous vote.

CITY MANAGER COMMENTS – 9:09

COUNCIL COMMENTS – 9:09

CLOSED SESSION – 9:16

ITEM 20 - GOVERNMENT CODE SECTION 54957 PUBLIC EMPLOYMENT PE RFORMANCE EVALUATION TITLE: CITY MANAGER

ITEM 21 - GOVERNMENT CODE SECT ION 54957.6 CONFERENCE WITH LABO R NEGOTIATORS AGENCY DESIGNATED REPRESENTATIVES: CITY ATTORNEY, SCOTT G.

CROSS UNREPRESENTED EMPLOYEE: CITY MANAGER

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Mayor Flores adjourned the meeting of the Council to December 5, 2022

Meeting adjourned: 10:20 p.m.

______________________________ ________________________________ Mayor City Clerk
9 AGENDA ITEM NO. 1.

TO: Mayor and City Council
FROM: Finance Department
DATE: December 5, 2022
SUBJECT: Finance – Receive and File – Investment Report for the Month of July 2022.

ATTACHMENTS: 1. Distribution of Investments

2. Monthly Investment Transactions

3. Certificates of Deposit

4. Municipal Securities

5. Graph of July 31, 2022 Treasury Rates

Attached is the Investment Report for the month of July 2022. Shown in Attachment 1 is the distribution of investments which lists all the individual securities owned by the City with the book and market values. Book value is the actual price paid for the investment. Market value is the amount that the investment is worth if sold in the open market. The market value (which fluctuates daily) that is used in the report is as of the last working day of the month.

Attachment 2 reflects the monthly investment transactions for the month of July 2022.

Attachment 3 list s the certificates of deposit. Attachment 4 lists the municipal securities.

Attachment 5 is a graph of Treasury rates on July 31, 2022.

The investment of the City’s funds is performed in accordance with the adopted Investment Policy. Funds are invested with the following objectives in mind:

1. Assets are invested in adherence with the safeguards and diversity of a prudent investor.

2. The portfolio is invested in a manner consistent with the primary emphasis on preservation of the principal, while attaining a high rate of return c onsistent with this guideline. Trading of securities for the sole purpose of realizing trading profits is prohibited.

3. Sufficient liquidity is maintained to provide a source for anticipated financial obligations as they become due.

10 AGENDA ITEM NO. 2.

4. Investments may be made, consistent with the Investment Policy Guidelines, in fixed income securities maturing in three years or less and can be extended to five years with the City Manager’s approval.

The Finance Department invests the City’s assets with an expectation of achieving a total rate of return at a level that exceeds the annualized rate of return on short -term government guaranteed or insured obligations (90 -day Treasury bills) and to assure that the principal is preserved with minimal risk of depreciation or loss. In periods of rising interest rates, the City of Clovis portfolio return may be less than that of the annualized 90 -day Treasury bill. In periods of decreasing interest rates, the City of Clovis portfolio return may be greater than the annualized 90-day Treasury bill. The current 90-day Treasury bill rate (annualized) is 0.43%.

The rate of return for the City of Clovis portfolio is 1.27%. The goal for the City of Clovis investment return is 120% of the 90-day Treasury bill rate. The current rate of return is 294% of the Treasury bill rate.

In accordance with the Investment Policy, the investment period on each investment does not exceed three years and can be extended to five years with the City Manager’s approval. As of July 2022, the average investment life of the City’s investment portfolio is 1.22 years.

Current Investment Environment and Philosophy
During the month of July 2022, the federal funds rate was increased to 2.25%-2.50%. On July 31, 2022, the Treasury yield curve increased from 3-month to 6-month notes, then decreased slightly to 10-year notes.

Certificates of Deposit (CD’s)
The City purchases both negotiable and non -negotiable Certificates of Deposit (CD’s).

Although negotiable CD’s can be tr aded, it is the City’s policy to buy and hold all CD’s.

Negotiable CD’s are held by U.S. Bank, a third party custodian. Non-negotiable CD’s are held in the City’s safe.

Purchases and Maturities
 0 government securities were purchased.
 0 government securities were called or matured.
 4 certificates of deposit totaling $1,000,000 were purchased.  1 certificate of deposit totaling $250,000 matured.
 1 municipal security totaling $3,505,000 was purchased.

Market Environment
 During July the federal funds rate was increased to 2.25%-2.50%.  On July 31, the yield curve increased from 3 -month to 6-month notes, then decreased slightly to 10-year notes. See Attachment 5, Graph of Treasury Rates on July 31, 2022.

Prepared by: Jeffrey Blanks, Deputy Finance Director

Reviewed by: City Manager AH

11 AGENDA ITEM NO. 2.

STATED

DAYS TO

MATURITY

NET BOOK MARKET YIELD TO INTEREST INVEST MATURIT Y FROM COST VALUE VALUE * MATURIT Y RATE DATE DATE 7/31/2022

GOV'T SECURITIES
FFCB 3,005,250 3,001,715 2,998,410 1.625% 1.625% 11/27/19 08/22/22 22 FHLB 6,065,100 6,021,482 5,997,300 2.000% 2.000% 10/31/19 09/09/22 40 FFCB 2,984,460 2,994,423 2,994,180 1.375% 1.375% 11/27/19 10/11/22 72 FFCB 5,008,500 5,003,235 4,989,250 1.600% 1.600% 01/23/20 10/13/22 74 FHLB 8,045,600 8,018,286 6,477,250 1.875% 1.875% 12/19/19 12/09/22 131 FHLB 5,047,500 5,019,684 6,477,250 1.875% 1.875% 01/23/20 12/09/22 131 FAMCMTN 8,544,965 8,521,148 8,426,645 1.350% 1.350% 02/27/20 02/27/23 211 FHLB 5,255,000 5,128,598 4,984,287 2.125% 2.125% 03/26/20 03/10/23 222 FHLB 13,579,800 13,282,915 12,909,153 2.125% 2.125% 04/30/20 03/10/23 222 FFCB 5,000,000 5,000,000 4,783,750 0.250% 0.250% 03/01/21 03/01/24 579 FFCB 1,999,000 1,999,174 1,920,860 0.300% 0.300% 03/24/21 03/18/24 596 FHLB 5,000,000 5,000,000 4,785,200 0.350% 0.350% 06/07/21 06/07/24 677 FHLB 4,969,000 4,972,423 4,767,750 1.050% 1.050% 01/20/22 11/15/24 838 FHLB 3,980,000 3,982,075 3,856,800 1.750% 1.750% 02/28/22 02/28/25 943 FHLB 4,000,000 4,000,000 3,877,360 2.750% 2.750% 04/25/22 04/25/25 999 FAMCMTN 3,947,600 3,953,028 3,764,480 0.750% 0.750% 12/16/21 07/28/25 1,093 FAMCMTN 4,948,500 4,953,442 4,667,200 0.600% 0.600% 10/14/21 09/08/25 1,135 FHLB 4,963,000 4,966,655 4,590,000 0.580% 0.580% 09/08/21 02/11/26 1,291 FHLB 3,922,000 3,928,967 3,692,440 0.750% 0.750% 12/16/21 02/24/26 1,304 FFCB 4,967,500 4,969,955 4,592,300 0.940% 0.940% 10/14/21 09/28/26 1,520 FHLB 3,649,200 3,649,200 3,709,440 1.150% 1.150% 06/29/22 10/28/26 1,550 FHLB 5,988,000 5,988,899 5,650,680 1.250% 1.250% 11/24/21 11/24/26 1,577 FHLB 5,127,757 5,119,620 4,856,750 2.125% 2.125% 01/20/22 12/11/26 1,594 FHLB 4,043,250 4,043,250 4,122,450 1.020% 1.020% 06/29/22 02/24/27 1,669 FHLB 3,695,200 3,714,537 3,648,720 0.900% 0.900% 03/31/22 02/26/27 1,671 FHLB 4,000,000 4,000,000 3,973,040 2.375% 2.375% 03/08/22 03/08/27 1,681 SECURITIES TOTAL 131,736,182$ 131,232,711 $ $127,512,945 LAIF 74,651,233$ 74,651,233 $
Municipal Issuance 28,505,000$ 26,994,880 $
Sweep Account (Union Bank) 51,872,996$ 51,872,996 $ TOTAL CD'S 13,245,000$ 12,948,633 $
TOTAL INVESTMENTS 299,506,940$ 293,980,687 $
* Market values for securities obtained from US Bank.

City of Clovis
Distribution of Investments
As of July 31, 2022
ATTACHMENT 1
12 AGENDA ITEM NO. 2.

Activity Maturity
Institution Description Activit y Amount Market Value Rate Date Date CHABOT LAS POSITAS Mun Iss. Purchase 3,505,000 3,505,000 1.080% 07/27/22 08/01/26 AMERICAN FIRST CD Purchase 250,000 250,000 3.250% 07/15/22 07/15/25 AMERICAN NATL CD Purchase 250,000 250,000 3.100% 07/27/22 07/28/25 TCM BANK CD Purchase 250,000 250,000 3.350% 07/28/22 07/28/25 TRUSTONE FINL CR UN CD Purchase 250,000 250,000 3.250% 07/19/22 07/21/25 MORGAN STANLEY CD Maturity 250,000 250,000 2.100% 07/25/22 07/25/22

PORTFOLIO DATA
Current Month (07/22)
Book Market
CD'S 13,245,000 $ 12,948,633 $
Gov't Securities* 131,232,711 127,512,945
Municipal Securities 28,505,000 26,994,880
LAIF 74,651,233 74,651,233
Sweep Account (Union Bank) 51,872,996 51,872,996
TOTAL 299,506,940 $ 293,980,687 $
Prior Month (06/22)
Three Months Previous (04/22)
Book Market Book Market
CD'S 12,495,000 $ 12,207,735 $ CD'S 11,745,000 $ 11,541,842 $ Gov't Securities* 131,232,711 127,006,620 Gov't Securities* 135,597,608 131,674,865 Municipal Securities 25,000,000 23,571,510 Municipal Securities 18,185,000 17,212,328 LAIF 74,511,731 74,511,731 LAIF 74,511,731 74,511,731
Sweep Account (Union Bank) 71,690,282 71,690,282 Sweep Account (Union Bank) 46,053,688 46,053,688 TOTAL 314,929,724 $ 308,987,878 $ TOTAL 286,093,027 $ 280,994,454 $ Six Months Previous (01/22)
One Year Previous (07/21)
Book Market Book Market
CD'S 10,485,000 $ 10,501,351 $ CD'S 10,235,000 $ 10,372,581 $ Gov't Securities* 137,948,058 137,093,595 Gov't Securities* 118,200,318 119,368,101 Municipal Securities 9,465,000 9,313,433 Municipal Securities 5,900,000 5,904,708 LAIF 74,453,060 74,453,060 LAIF 74,364,940 74,364,940
Sweep Account (Union Bank) 42,660,508 42,660,508 Sweep Account (Union Bank) 45,219,191 45,219,191 TOTAL 275,011,626 $ 274,021,947 $ TOTAL 253,919,449 $ 255,229,521 $ *Adjusted Quarterly for Premium/Discount Amortization
As of July 31, 2022
Monthly Investment Transactions
City of Clovis
ATTACHMENT 2
13 AGENDA ITEM NO. 2.

MARKET INTEREST INVEST MATURITY MATURITY FROM INTEREST
Negotiable CDs COST PRICE RATE DATE DATE 07/31/22 FREQUENCY Capital One Ntnl Assn 250,000 249,992. 50 2.150% 08/07/19 08/08/22 8 QUARTERLY Everbanke USA Salt Lake City 250,000 249,985.00 2.050% 08/07/19 08/08/22 8 QUARTERLY Raymond James Bank 250,000 249,935.00 1.900% 08/23/19 08/23/22 23 QUARTERLY Ally Bank 250,000 249,837.50 1.850% 09/19/19 09/19/22 50 QUARTERLY Usalliance Federal Credit Union 250,000 249,850.00 2.850% 09/30/19 09/30/22 61 QUARTERLY Morgan Stanley Bank 250,000 249,725.00 2.100% 10/17/19 10/17/22 78 MONTHLY Lafayette Fed Cr Un 250,000 249,430.00 1.700% 11/22/19 11/22/22 114 MONTHLY Live Oak Banking Co. 250,000 249,327.50 1.750% 12/11/19 12/12/22 134 QUARTERLY Wells Fargo Natl Bk West 250,000 249,365.00 1.800% 12/13/19 12/13/22 135 QUARTERLY Valley Cent Svgs Bk 250,000 248,977.50 1.700% 01/15/20 01/17/23 170 QUARTERLY Sallie Mae Bank 250,000 249,152.50 1.900% 01/23/20 01/23/23 176 QUARTERLY Servisfirst Bank 250,000 248,527.50 1.600% 02/21/20 02/21/23 205 MONTHLY Celtic Bank 250,000 248,230.00 1.550% 03/13/20 03/13/23 225 MONTHLY Axos Bank 250,000 248,075.00 1.550% 03/26/20 03/27/23 239 MONTHLY Nicolet Natl Bank 250,000 247,252.50 0.900% 03/27/20 03/27/23 239 MONTHLY Centerstate Bank 250,000 246,962.50 0.900% 03/30/20 03/30/23 242 MONTHLY Bank Leumi 250,000 247,872.50 1.450% 03/31/20 03/31/23 243 MONTHLY Discover Bank 250,000 247,835.00 1.350% 04/02/20 04/03/23 246 MONTHLY Berkshire Bank 250,000 247,525.00 1.300% 04/08/20 04/06/23 249 MONTHLY American Express 250,000 246,985.00 1.100% 04/21/20 04/21/23 264 MONTHLY New York Cmnty Bank 250,000 240,580.00 0.350% 12/11/20 12/11/23 498 QUARTERLY Transportation Alliance Bk 250,000 238,192.50 0.250% 03/12/21 03/12/24 590 QUARTERLY Preferred Bank 250,000 237,897.50 0.250% 03/25/21 03/25/24 603 QUARTERLY Bankunited Natl Assn 245,000 233,818.20 0.450% 03/31/21 04/01/24 610 QUARTERLY Greenstate Credit Union 250,000 236,910.00 0.450% 06/16/21 06/17/24 687 QUARTERLY Eaglemark Savings Bank 250,000 236,430.00 0.400% 06/30/21 06/28/24 698 QUARTERLY Texas Exchange Bk 250,000 236,660.00 0.500% 07/09/21 07/09/24 709 QUARTERLY BMW Bk North Amer 250,000 236,547.50 0.550% 07/30/21 07/30/24 730 QUARTERLY Toyota Finl Svgs 250,000 236,260.00 0.650% 09/09/21 09/09/24 771 QUARTERLY State Bk India 250,000 236,110.00 0. 650% 09/17/21 09/17/24 779 QUARTERLY Ubs Bank Usa 250,000 235,432.50 0.750% 11/17/21 11/18/24 841 QUARTERLY Webbank Salt Lake City 250,000 235,295.00 0.750% 11/29/21 11/29/24 852 QUARTERLY Medallion Bank Salt Lake City 250,000 235,707.50 0.900% 12/20/21 12/20/24 873 QUARTERLY Beal Bank 250,000 235,550.00 0.950% 01/19/22 01/15/25 899 QUARTERLY Barclays Bk 250,000 239,362.50 1.700% 03/09/22 03/10/25 953 QUARTERLY Goldman Sachs Bk 250,000 239,052.50 1.650% 03/09/22 03/10/25 953 QUARTERLY Safra National Bk 250,000 241,085.00 2.000% 03/23/22 03/24/25 967 QUARTERLY Pentagon Federal Cr Un 250,000 240,987.50 2.000% 03/28/22 03/28/25 971 QUARTERLY Beal Bank 250,000 242,245.00 2.200% 04/06/22 04/02/25 976 QUARTERLY JP Morgan Chase 250,000 244,130.00 2.500% 04/08/22 04/08/25 982 QUARTERLY First Natl Bank 250,000 242,140.00 2.200% 04/12/22 04/11/25 985 QUARTERLY One Community Bank 250,000 245,245.00 2. 700% 04/29/22 04/29/25 1,003 QUARTERLY Americu Credit Union 250,000 245,882.50 2.800% 05/02/22 05/02/25 1,006 QUARTERLY Synchrony Bank Retail 250,000 247,790.00 3.100% 05/20/22 05/20/25 1,024 QUARTERLY Connexus Credit Union 250,000 247,085.00 3.000% 05/26/22 05/27/25 1,031 QUARTERLY Bmo Harris Bank 250,000 248,027.50 3.150% 06/17/22 06/17/25 1,052 QUARTERLY Saco Biddeford 250,000 245,962.50 2.850% 06/17/22 06/17/25 1,052 QUARTERLY Baxter Credit Union 250,000 250,000.00 3.400% 06/28/22 06/30/25 1,065 QUARTERLY Capital One Bank 250,000 249,360.00 3. 350% 06/29/22 06/30/25 1,065 QUARTERLY American First Cr Un 250,000 248,620.00 3.250% 07/15/22 07/15/25 1,080 QUARTERLY Trustone Financial Cr Un 250,000 248,620.00 3.250% 07/19/22 07/21/25 1,086 QUARTERLY American Natl Bank 250,000 247,512.50 3.100% 07/27/22 07/28/25 1,093 QUARTERLY TCM Bank 250,000 249,292.50 3.350% 07/28/22 07/28/25 1,093 QUARTERLY Negotiable CD TOTAL 13,245,000$ 12,948,633 $
CD TOTAL 13,245,000$ 12,948,633 $
City of Clovis
Certificates of Deposit
As of July 31, 2022
ATTACHMENT 3
14 AGENDA ITEM NO. 2.

MARKET INTEREST INVEST MATURITY MATURITY FROM INTEREST
Municipal Securities COST PRICE RATE DATE DATE 07/31/22 FREQUENCY Huntington Beach Pension Bond 1,000,000 971,050 0.381% 04/01/21 06/15/23 319 QUARTERLY Fresno Unified Taxable Go Ref Bond 500,000 486,340 0.462% 09/30/20 08/01/23 366 QUARTERLY Pomona Cali Uni Sch Dist Go Bond 815,000 793,851 0.534% 10/20/20 08/01/23 366 QUARTERLY San Jose CA USD Ref Bond 775,000 752,897 0.221% 01/20/21 08/01/23 366 QUARTERLY Vista CA USD Ref Bond 750,000 728,573 0.221% 01/20/21 08/01/23 366 QUARTERLY William Hart Cali HS Go Bond 1,000,000 971,270 0.366% 12/23/20 08/01/23 366 QUARTERLY Jefferson Cali Elem Sch Dist Go Bond 710,000 688,551 0.399% 10/27/20 09/01/23 397 QUARTERLY Santa Rosa Calif Watr Ref Bond 350,000 340,085 0.578% 12/01/20 09/01/23 397 QUARTERLY California St Univ Ref Bond 3,455,000 3,335,906 0.475% 04/01/22 11/01/23 458 QUARTERLY Santa Ana College Ref Bond 440,000 417,872 0.644% 12/17/21 08/01/24 732 QUARTERLY Antelope Valley CA Ref Bond 750,000 715,448 1.767% 05/12/22 08/01/25 1,097 QUARTERLY Chabot Las Positas Cmnty Clg Bond 1,490,000 1,397,784 0.880% 04/29/22 08/01/25 1,097 QUARTERLY Santa Ana CCD Ref Bond 250,000 232,205 0.744% 05/12/22 08/01/25 1,097 QUARTERLY Los Angeles CA USD Ref Bond 1,000,000 930,750 1.455% 11/15/21 07/01/26 1,431 QUARTERLY Chabot Las Positas Cmnty Clg CA 3,505,000 3,234,134 1.080% 07/27/22 08/01/26 1,462 QUARTERLY Chaffey CA High School Ref Bond 1,565,000 1,523,152 2.475% 06/30/22 08/01/26 1,462 QUARTERLY Huntington Beach HS Dist Ref Bond 3,305, 000 3,027,876 1.208% 04/29/22 08/01/26 1,462 QUARTERLY Placentia Yorba USD Ref Bond 1,110,000 1, 019,868 1.070% 05/31/22 08/01/26 1,462 QUARTERLY San Diego CA Cmnty Ref Bond 470,000 455,040 2.299% 04/29/22 08/01/26 1,462 QUARTERLY San Ramon Valley CA USD Ref Bond 2,125,000 1,954,766 1.147% 11/03/21 08/01/26 1,462 QUARTERLY Sonoma Cnty Jr College Ref Bond 2,000,000 1,940,780 2.447% 06/30/22 08/01/26 1,462 QUARTERLY Fremont CA USD Ref Bond 1,140,000 1,076, 684 2.000% 05/31/22 08/01/27 1,827 QUARTERLY Mun. Securities TOTAL 28,505,000$ 26,994,880 $
Municipal Securities TOTAL 28,505,000$ 26,994,880 $
City of Clovis
Municipal Securities
As of July 31, 2022
ATTACHMENT 4
15 AGENDA ITEM NO. 2.

Treasury Rates as of July 31, 2022
3 month Treasury bill 2.41
6 month Treasury bill 2.91
2 Yr Treasury note 2.89
3 Yr Treasury note 2.83
5 Yr Treasury note 2.70
10 Yr Treasury note 2.67

CITY OF CLOVIS

FINANCE DEPARTMENT
JULY 31, 2022 TREASURY RATES
As indicated in the above graph, treasuries increase from 3-month to 6-month notes, then decrease slightly to 10-year notes.
0 0.5
1 1.5
2 2.5
3 3.5
4 3 month
Treasury bill
6 month
Treasury bill
2 Yr Treasury
note
3 Yr Treasury
note
5 Yr Treasury
note
10 Yr
Treasury note

INTEREST RATES

TREASURIES
TREASURY RATES ON JULY 31, 2022
ATTACHMENT 5
16 AGENDA ITEM NO. 2.

TO: Mayor and City Council
FROM: Finance Department
DATE: December 5, 2022
SUBJECT: Finance – Receive and File – Treasurer’s Report for the Month of July 2022.

ATTACHMENTS: 1. Summary of Cash Balances

2. Summary of Investment Activity

3. Investments with Original Maturities Exceeding One Year

Attached for the Council’s information is the Treasurer’s Report for the month ended July 31, 2022.

Pursuant to Section 41004 of the Government Code of the State of California, the City Treasurer is required to submit a monthly report of all receipts, disbursements, and fund balances.

Attachment 1 provides a summary of the beginning balance, total receipts, total disbursements, ending balance for all funds, and a listing, by fund, of all month end fund balances. Attachment 2 summarizes the investment activity for the month and distribution, by type of investment, held by the City. Attachment 3 lists all investments with original maturities exceeding one year as of the month ended July 31, 2022.

Prepared by: Jeffrey Blanks, Deputy Finance Director

Reviewed by: City Manager AH

17 AGENDA ITEM NO. 3.

Previous Balance 4,733,180.84$
Deposits 54,571,235.15
Disbursements (54,434,424.63)
Current Balance 4,869,991.36$

FUNDS BALANCE
100 General Fund 19,951,993.42 $
201 Local Transportation 20,535,237.61
202 Parking and Business Improvements 135,515.06
203 Off Highway Use 71,295.21
204 Community Facilities District 2020-1 103,702.77 205 Senior Citizen Memorial Trust 55,175.93
207 Landscape Assessment District 6,920,578.50
208 Blackhorse III (95-1) Assessment District 103,010.77 301 Park & Recreation Acquisition 12,004,549.10
305 Refuse Equipment Reserve 2,151,591.31
310 Special Street Deposit Fund 40,470,401.72
313 Successor Agency 699,170.09
314 Housing Successor Agency 1,327,142.13
402 1976 Fire Bond Redemption 25,475.23
404 1976 Sewer Bond Redemption Fund 411,524.15
501 Community Sanitation Fund 15,463,509.12
502 Sewer Service Fund 37,134,923.53
504 Sewer Capital Projects-Users 524,140.82
506 Sewer Capital Projects-Developer 3,987,721.25
507 Water Service Fund 41,510,490.09
508 Water Capital Projects-Users 7,142,335.27
509 Water Capital Projects-Developer 13,078,865.16 515 Transit Fund 4,233,195.79
540 Planning & Development Services 16,461,599.20
601 Property & Liability Insurance 312,568.64
602 Fleet Maintenance 21,942,289.33
603 Employee Benefit Fund 1,161,896.43
604 General Government Services 35,499,019.26
701 Curb & Gutter Fund 162,651.43
703 Payroll Tax & Withholding Fund 1,448,664.48
712 Temperance/Barstow Assmt Dist (98-1) 76,756.19 713 Shepherd/Temperance Assmt Dist (2000-1) 5,796.81 715 Supp Law Enforcement Serv 2,293.51
716 Asset Forfeiture 201,320.80
720 Measure A-Public Safety Facility Tax 1,607.26
736 SA Admin Trust Fund 1,421.40
741 SA Debt Service Trust Fund (943,636.28)
747 Housing Successor Trust Fund 1,137.98
SUBTOTALS 304,376,930.47$
999 Invested Funds (299,506,939.11)
TOTAL 4,869,991.36$
Statement of Cash Balances
As of July 31, 2022
City of Clovis
ATTACHMENT 1
18 AGENDA ITEM NO. 3.

Balance of Investments Previous Month End 314,929,723.22 $ Time Certificates of Deposit Transactions
Investments 1,000,000.00
Withdrawals (250,000.00)
Total CD Changes 750,000.00
Other Changes
Government Securities 0.00
Local Agency Investment Fund 139,501.56
Municipal Securities 3,505,000.00
Sweep Account (19,817,285.67)
Total Other Changes (16,172,784.11)
Balance of Investments Current Month End 299,506,939.11$ Insured CD's 13,245,000.00
Government Securities 131,232,709.85
US Treasury Notes 0.00
Local Agency Investment Fund 74,651,232.78
Municipal Securities 28,505,000.00
Sweep Account 51,872,996.48
Investment Total 299,506,939.11$
City of Clovis
Distribution of Investments
As of July 31, 2022
City of Clovis
Summary of Investment Activity
For the month of July 31, 2022
ATTACHMENT 2
19 AGENDA ITEM NO. 3.

Investment
Balance At Stated
Institution Face Value Amortized Cost Maturity Rate
FFCB 3,000,000.00 3,001,715 8/22/2022 1.625%
FHLB 6,000,000.00 6,021,482 9/9/2022 2.000%
FFCB 3,000,000.00 2,994,423 10/11/2022 1.375%
FFCB 5,000,000.00 5,003,235 10/13/2022 1.600%
FHLB 5,000,000.00 5,019,684 12/9/2022 1.875%
FHLB 8,000,000.00 8,018,286 12/9/2022 1.875%
FAMCMTN 8,500,000.00 8,521,148 2/27/2023 1.350%
FHLB 13,000,000.00 13,282,915 3/10/2023 2.125%
FHLB 5,000,000.00 5,128,598 3/10/2023 2.125%
FFCB 5,000,000.00 5,000,000 3/1/2024 0.250%
FFCB 2,000,000.00 1,999,174 3/18/2024 0.300%
FHLB 5,000,000.00 5,000,000 6/7/2024 0.350%
FHLB 5,000,000.00 4,972,423 11/15/2024 1.050%
FHLB 4,000,000.00 3,982,075 2/28/2025 1.750%
FHLB 4,000,000.00 4,000,000 4/25/2025 2.750%
FAMCMTN 4,000,000.00 3,953,028 7/28/2025 0.750%
FAMCMTN 5,000,000.00 4,953,442 9/8/2025 0.600%
FHLB 5,000,000.00 4,966,655 2/11/2026 0.580%
FHLB 4,000,000.00 3,928,967 2/24/2026 0.750%
FFCB 5,000,000.00 4,969,955 9/28/2026 0.940%
FHLB 4,000,000.00 3,649,200 10/28/2026 1.150%
FHLB 6,000,000.00 5,988,899 11/24/2026 1.250%
FHLB 5,000,000.00 5,119,620 12/11/2026 2.125%
FHLB 4,500,000.00 4,043,250 2/24/2027 1.020%
FHLB 4,000,000.00 3,714,537 2/26/2027 0.900%
FHLB 4,000,000.00 4,000,000 3/8/2027 2.375%
Original Maturities Exceeding One Year
As of July 31, 2022
City of Clovis
ATTACHMENT 3
20 AGENDA ITEM NO. 3.

TO: Mayor and City Council
FROM: General Services Department
DATE: December 5, 2022
SUBJECT: General Services - Approval - Waive Formal Bidding or Proposal Requirements and Authorize Lease of Copiers through Cooperative Purchase Contract between OMNIA Partners and Kyocera.

ATTACHMENTS: None

CONFLICT OF INTEREST
None.

RECOMMENDATION
For Council to waive formal bidding or proposal requirements and authorize staff to lease copiers through a competitively bid Cooperative Purchase Contract between OMNIA Partners and Kyocera through May 31, 2023, and any approved extension periods, up to and including May 31, 2025.

EXECUTIVE SUMMARY
The City is currently contracting with C.A. Reding for the leasing of copiers through December 15, 2022. Staff recommends utilizing the OMNIA Partners cooperative purchase contract with Kyocera for acquisition of copiers. Waiving the City’s formal bidding or proposal process for procuring leases for copiers and instead using a competitively bid cooperative purchase contract is authorized by Clovis Municipal Code Section 2.7.06(a) and Section IV.C. of the City’s Purchasing Manual.

Kyocera was recently awarded a three (3) year contract by OMNIA Partners from June 1, 2020, through May 31, 2023, with two (2) 1-year renewal options. OMNIA Partners, Public Sector is a public sector purchasing organization for state and local governments, K-12 education, colleges, and universities. All contracts awarded by OMNIA have been competitively solicited and publicly awarded by a government entity serving as the lead agency while utilizing industry best practices and processes. The solicitation and award process used by OMNIA is comparable to the City’s formal proposal process for the procurement of equipment/copiers and purchasing/leasing through this cooperative purchase contract is authorized pursuant to Section IV.C. of the City’s Purchasing Manual.

21 AGENDA ITEM NO. 4.

BACKGROUND
The City is currently leasing copiers with C.A . Reding through December 15, 2022. Staff recommends utilizing the OMNIA Partners cooperative contract for the leasing of copie rs with Kyocera via a third-party agreement with California Business Machines.

California Business Machines, the local Kyocera copier dealer located in Fresno, CA , formally served as the City’s copier leasing vendor from 2014 to 2019 with an excellent service record among staff. California Business Machines proposes to provide the City a complete service, inclusive of OMNIA Partners guaranteed lowest pricing per OMNIA Contract #R191102.

Procurement
Region 4 Education Service Center (ESC), as the Principal Procurement Agency, has partnered with OMNIA Partners to make the resultant contract (also known as the “Master Agreement” in materials distributed by OMNIA Partners) from this solicitation available to other public agencies nationally, including state and local governmental entities, public and private primary, secondary and higher education entities, non -profit entities, and agencies for the public benefit (“Publ ic Agencies”), through OMNIA Partners’ cooperative purchasing program. The Region 4 ESC is acting as the contracting agency for any other Public Agency that elects to utilize the resulting Master Agreement. Use of the Master Agreement by any Public Agency is preceded by their registration with OMNIA Partners (a “Participating Public Agency”).

Kyocera was awarded Contract #R191102, a cooperative contract offered through OMNIA Partners, formally known as National IPA and U.S. Communities. OMNIA Partners is a cooperative purchasing organization, offering cooperative contracts to the public sector which have been competitively solicited and publicly awarded by a lead agency using applicable procurement laws and regulations.

The lead agency in this case, Region 4 ESC, issued a Request for Proposals (RFP) for copiers as detailed in the RFP 19 -11 Kyocera Document Solutions America, Inc. Cooperative Contract | Contract Documentation (OMNIApartners.com). The RFP’s public notice was listed in multiple states on numerous occasions. Five proposals were submitted and evaluated by an evaluation committee. Kyocera was the awarded agency and entered into a contract with Region 4 ESC, from June 1, 2020 , through May 31, 2023, with options for two (2) 1 -year extensions through May 31, 2025.

The City of Clovis is a registered member with OMNIA Partners and has utilized their services in the past with a high level of satisfaction.

FISCAL IMPACT
The City is expecting to lease 15 copiers. Depending upon models selected by the departments, the total annual cost is approximately $25,000. The City’s projected needs for copiers are within the FY22/23 budget allocation for these products.

22 AGENDA ITEM NO. 4.

REASON FOR RECOMMENDATION
Staff recommends authorizing use of OMNIA cooperative contract with Kyocera through a third- party agreement with California Business Machines. California Business Machines has serviced the City for copier leases in the past with a great reputation among City staff.

Pursuant to the City’s purchasing requirements, purchases of items/services exc eeding $60,000.00 require City Council approval following a formal bidding or proposal process, unless waived by the City Council. Waiving the City’s formal bidding or proposal process for procuring a contract for the leasing of copiers and instead using a competitively bid cooperative purchase contract is authorized by Clovis Municipal Code, Section 2.7.06(a) and Section IV.C. of the City’s Purchasing Manual.

ACTIONS FOLLOWING APPROVAL
Staff will forward copier request forms to each department for their selection of desired unit and forward 60-month leases for City Manager to sign . The remaining initial contract term is from June 1, 2020 – May 31, 2023, and may thereafter be extended annually one year at a time for a total of two (2) years (up to May 31, 2025) upon mutual agreement of OMNIA and Kyocera.

Prepared by: Stephen Frankian, Facilities Maintenance and Purchasing Manager

Reviewed by: City Manager AH

23 AGENDA ITEM NO. 4.

TO: Mayor and City Council
FROM: General Services
DATE: December 5, 2022
SUBJECT: General Services – Approval – Waive the City’s Usual Purchasing Requirements and Authorize the Purchase of Eight (8) Ram Promaster Minibuses and Three (3) Class E 32’ Freightliner Buses for $2,074,048.63 Utilizing the CalACT Competitive Bid Award; and Approval – Res. 22 -___, Amending the 2022 -2023 Transit Budget by $349,048.63 in Previously Received State Transit Assistance Funds.

ATTACHMENTS: 1. Resolution 22-___, and Budget Amendment

2. Quote from Creative Bus Sales

CONFLICT OF INTEREST
None.

RECOMMENDATION
For the City Council to waive the usual purchasing requirements and authorize the City Manager to approve the purchase of eight (8) Ram Promaster Minibuses and three ( 3) Class E 32’ Freightliner buses for $2,074,048.63 utilizing the California Association for Coordinated Transportation (CalACT) competitive bid award; and for the City Council to approve a resolution amending the 2022-2023 Transit budget to add $349,048.63 in previously received State Transit Assistance Funds.

EXECUTIVE SUMMARY
Staff recommends the purchase of eight (8) Ram Promaster Minibuses and three (3) Class E 32’ Freightliner as replacement and additional vehicles to be used for Round Up and Stageline transit services. The purchase will aid in the delivery of transportation services to passengers using paratransit and fixed-route services. The cost of eight minibuses is $1,310,100.04, and the cost of three Class E buses is $763,948.59, for a total of $ 2,074,048.63. There will be an additional nominal cost for installation of a two-way radio in each vehicle. The costs for the buses, minibuses, and associated expenses will be paid through a combination of State Transit Assistance (STA) and Senate Bill 1 State of Good Repair (SB1 SGR) funds already received.

24 AGENDA ITEM NO. 5.

BACKGROUND
Vehicle Purchase
In 2010, following the end of the Caltrans purchasing cooperative, the California Association for Coordinated Transportation (CalACT) created a purchasing cooperative administered by Basin Transit Authority to assist small and medium sized transit agencies with vehicle procurements.

In 2021, CalACT completed its most recent extension of the contract and renewed the cooperative for transit vehicles using multiple vendors for a variety of buses, vans, and zero - emission vehicles. In early 2022, CalACT was requested to impose force majeure pricing on the cooperative due to unforeseen hyperinflation of chassis prices and materials and wages. A comprehensive Cost Analysis for Bus and Vans was completed and in August 2022, and a new pricing structure was published which reflected increases ranging from 9.26% - 62.4%, depending upon the vehicle.

The CalACT purchasing cooperative awards bid positions in accordance with the Federal Transit Administration and California Department of Transportation regulations and has been audited by both agencies with no findings. The purchasing cooperative is also compliant with Buy America requirements. The purchase of transit vehicles requires technical expertise and a broad scope of knowledge of bus manufacturing concepts. By utilizing the cooperative, Clovis Transit can purchase the vehicles our operation needs at a competitive cost. More than 250 transit agencies, including Caltrans, have purchased vehicles from the CalACT purchasing cooperative.

Like Caltrans did prior to the formation of the CalACT purchasing cooperative, CalACT charges a 1.5% procurement fee.

Vehicle specifications and options were listed in the CalACT request for proposal and the vendor’s proposals. These specifications meet or exceed the transit operation’s desired vehicle design and capacity. The minibuses are designed to hold up to seven (7) passenger or three (3) passengers using mobility devices, yet they are operated by a driver with a regular Class C license. This will provide additional flexibility to the transit operation during the chronic commercial license driver shortage.

Additionally, this purchase includes three Class E 32’ Freightliner buses to replace three 2008 Glaval buses with high milage. Clovis Transit currently has three 2017 Freightliner 32’ buses in service on Stageline which have been reliable.

FY2022-2023 Transit Budget Amendment
A budget amendment is required for the FY2022 -2023 budget to account for expenditure of $349,048.63 in previously received State Transit Assistance (STA) as follows:

Transit Fund 515: Increase expenditure budget for vehicle purchase by $349,048.63 for the vehicle purchase. The increase will be added to the already budgeted amount for FY 2022-23.

FISCAL IMPACT
Adequate State Transit Assistance (STA) and SB1 State of Good Repair (SB1 SGR) funds are held in the City’s Transit fund account for the purchase of the vehicles. Those funds will be added to the current budget with the budget amendment shown in Attachment 1.

25 AGENDA ITEM NO. 5.

Pricing for the recommended purchase is as follows:

 Proposed eight (8) Ram Promaster Minibuses including tax, options, and procurement fee: $1,310,100.04.
 Proposed three (3) Class E 32’ Freightliners including tax, options, and procurement fee:
$763,948.59

Total: $2,074,048.63
__________________________________________________________________________

Details regarding pricing are in the quote from Creative Bus Sales in Attachment 2.

REASON FOR RECOMMENDATION
Public transit vehicles are generally retired after 12 years of service and/or 250,000 miles. Clovis Transit’s fleet currently has 12 vehicles over 250,000 miles with an average of 317,668 miles, the highest at 364,701 miles. The chosen vehicles have performed well, and the minibuses can be operated by drivers with a Class C license, thereby providing additional flexibility to operations staff to maintain service levels. Clovis Transit’s use of the CalACT bid is within the City of Clovis Purchasing Policy, Section IV, C, 1, b, (1).

ACTIONS FOLLOWING APPROVAL
Finance will amend the Transit FY2022 -2023 budget to reflect the budgetary changes to expenditure accounts. A purchase order will be prepared for the City Manager’s approval and the vehicles will be ordered. The vehicles are expected to be delivered in 240 days.

Prepared by: Amy Hance, General Services Manager

Reviewed by: City Manager AH

26 AGENDA ITEM NO. 5.

Attachment 1
RESOLUTION 22-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVIS
APPROVING AMENDMENTS TO THE FY 2022-2023

GENERAL SERVICES DEPARTMENT

WHEREAS, the City Council adopted the FY2022-23 Budget on June 13, 2022; and

WHEREAS, the City of Clovis has previously received State Transit Assistance (STA) funds for transit capital purchases; and

WHEREAS, prior allocations of STA funds were not expended and remain in the Transit Fund awaiting allocation; and

WHEREAS, the City Council has approved the expenditure of STA and SB1 State of Good Repair (SB1 SGR) for the purchase of eight (8) new wheelchair accessible minibuses and three (3) Class E 32’ buses; and

WHEREAS, the STA funds were not originally included in the FY 2022-23 General Services budget.

NOW, THEREFORE BE IT RESOLVED, that the City of Clovis hereby approves the budget amendment shown in the “Summary of Expenditures/Revenues by Department” “Summary of Expenditures/Revenues by Fund”, attached as Attachment A.

* * * * * * *

The foregoing Resolution was introduced and adopted at a regular meeting of the City Council of the City of Clovis held on December 5, 2022, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

DATED: December 5, 2022

______________________________ ______________________________ Mayor City Clerk

27 AGENDA ITEM NO. 5.

Attachment A

SUMMARY OF EXPENDITURES BY DEPARTMENT

DEPARTMENT – GENERAL SERVICES

Transit $349,048.63
TOTAL DEPARTMENT $349,048.63

SUMMARY OF EXPENDITURES BY FUND

Transit $349,048.63
TOTAL FUND $349,048.63

SUMMARY OF REVENUES BY DEPARTMENT

DEPARTMENT – GENERAL SERVICES

Transit $349,048.63
TOTAL DEPARTMENT $349,048.63

SUMMARY OF REVENUE BY FUND

Transit $349,048.63
TOTAL FUND $349,048.63

NET GENERAL FUND SUPPORT

TOTAL $0

28 AGENDA ITEM NO. 5.

ATTACHMENT 229
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39 AGENDA ITEM NO. 5.

TO: Mayor and City Council
FROM: General Services
DATE: December 5, 2022
SUBJECT: General Services – Approval – Waive the City’s Formal Purchasing Requirements and Authorize the Purchase of Remix by Via Route Planning Software for $88,000 for Five Years of Service; and Approval – Res. 22 -___, Amending the 2022 -2023 Transit Budget by $18, 500 in Previously Received State Transit Assistance funds for the First Year of Service.

ATTACHMENTS: 1. Resolution 22-___, and Budget Amendment

2. Remix Software Quote

3. Remix Terms and Conditions

CONFLICT OF INTEREST
None.

RECOMMENDATION
For the City Council to authorize the City Manager to approve the purchase of Remix by Via Route Planning Software for three years of service with an option for two one -year extensions; and for the City Council to approve a resolution amending the 2022-2023 Transit budget to add $18,500 previously received State Transit Assistance Funds for the first year of service.

EXECUTIVE SUMMARY
Staff recommends the purchase of Remix by Via to be utilized for fixed-route bus service route planning. The purchase will support Clovis Transit’s goal to prov ide efficient and convenient transportation to passengers using Stageline bus services. The total cost of the software over five (5) years is $ 88,000. The costs for the software and associated expenses will be paid through funds already received.

BACKGROUND
Software Purchase
In preparation for the opening of the new Transit Center at Landmark Square , Transit staff is currently working on a comprehensive route redesign project for Stageline bus services. Staff established three objectives for this project: 1) improve fixed -route passenger service, 2) improve operational efficiency, and 3) bring down operation costs. Staff met with several different 40 AGENDA ITEM NO. 6.
vendors to determine if there was a route d esign software that would meet the objectives. Out of the five vendors, Remix by Via offered an innovative solution that met all three objectives and was the only solution that automatically integrated US Census Data and CalEnviroScreen map data directly into the design process. This data, which includes all Census, demographic, and SB535 disadvantaged communities required information, is critical to planning public transit routes that are equitable. Remix by Via also provides detailed costing information that can be viewed by route, bus, passenger, or hour. The ease with which the data is available within the route planning software is highly desirable.

An additional advantage of Remix by Via is that it is used by City of Fresno’s Transportation Department for route planning of Fresno Area Express bus lines. By utilizing the same software, Clovis and Fresno will be able t o coordinate service, make necessary changes, and provide seamless service between the two systems easily and efficiently. Transit passengers frequently travel on both Fresno and Clovis public transit systems and any improvement in coordination will be beneficial.

Remix by Via software program has many features, including:

 Ability to design and implement routes, and easily evaluate efficiencies to determine where improvements can be made.

 User-friendly and intuitive interface for staff that provides all the necessary data to create smart bus routes that may create cost savings.

 Blocking, run-cutting, and rostering options are included.

 Includes ability to coordinate multimodal travel options.

 The software can be used to design microtransit zones if desired in the future.

Remix by Via is currently used by hundreds transit agencies throughout the United States with a high degree of satisfaction. Agencies experienced swift resolution to customer service inquiries, increases in ridership and passenger satisfaction, and a decline in operational costs.

FY2022-2023 Transit Budget Amendment
A budget amendment is required for the FY202 2-2023 budget to account for expenditure of $18,500 in previously received State Transit Assistance as follows:

 Transit Fund 515: Increase expenditure budget for software purchase by $18,500 for the first year of dispatching software service.

FISCAL IMPACT
Adequate State Transit Assistance (STA) funds are held in the City’s Transit fund account for the purchase of the software. Those funds will be added to the current budget with the budget amendment shown in Attachment 1.

41 AGENDA ITEM NO. 6.

Pricing for the recommended purchase is as follows:

Annual Fees (based on a total fixed route fleet size of 14 vehicles):

Year of Contract Cost
Year One $13,500 + $5,000 Installation Fee
Year Two $15,000
Year Three $16,500
Year Four (Optional ext.) $18,000
Year Five (Optional ext.) $20,000

Five Year Total: $88,000
__________________________________________________________________________

REASON FOR RECOMMENDATION
Remix by Via is a route design solution with the capability of providing design and planning that is intuitive and easily modified. The software will allo w staff to design routes that passenger - friendly, more efficient, and improve public transit services to passengers. Remix by Via is used by City of Fresno’s Fresno Area Express transit planners, which will provide opportunities not currently available for coordination between the two services.

Clovis Transit is requesting a waiver from formal bid procedures due to the lack of viable vendors for this specified purchase as specified within the City of Clovis Purchasing Manual and Procedures, Section IV C,1, b, (2).

ACTIONS FOLLOWING APPROVAL
Amendment of the Transit FY2022-2023 budget to reflect the budgetary changes to expenditure accounts. A contract will be prepared for the City Manager’s approval and the software will be ordered.

Prepared by: Amy Hance, General Services Manager

Reviewed by: City Manager AH

42 AGENDA ITEM NO. 6.

Attachment 1
RESOLUTION 22-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVIS
APPROVING AMENDMENTS TO THE FY 2022-2023

GENERAL SERVICES DEPARTMENT

WHEREAS, the City Council adopted the FY2022-23 Budget on June 13, 2022; and

WHEREAS, the City of Clovis has previously received State Transit Assistance (STA) funds for transit capital purchases; and

WHEREAS, prior allocations of STA funds were not expended and remain in the Transit Fund awaiting allocation; and

WHEREAS, the City Council has approved the expenditure of STA for the purchase of Remix by Via route planning software; and

WHEREAS, the STA funds were not originally included in the FY 202 2-23 General Services budget.

NOW, THEREFORE BE IT RESOLVED, that the City Council of The City of Clovis hereby approves the budget amendment shown in the “Summary of Expenditures/Revenues by Department” “Summary of Expenditures/Revenues by Fund”, attached as Attachment A.

* * * * * * *

The foregoing resolution was introduced and adopted at a regular meeting of the City Council of the City of Clovis held on December 5, 2022, by the following vote, to wit.

AYES:

NOES:

ABSENT:

ABSTAIN:

DATED: December 5, 2022

______________________________ ______________________________ Mayor City Clerk

43 AGENDA ITEM NO. 6.

Attachment A

SUMMARY OF EXPENDITURES BY DEPARTMENT

DEPARTMENT – GENERAL SERVICES

Transit $18,000
TOTAL DEPARTMENT $18,000

SUMMARY OF EXPENDITURES BY FUND

Transit $18,000
TOTAL FUND $18,000

SUMMARY OF REVENUES BY DEPARTMENT

DEPARTMENT – GENERAL SERVICES

Transit $18,000
TOTAL DEPARTMENT $18,000

SUMMARY OF REVENUE BY FUND

Transit $18,000
TOTAL FUND $18,000

NET GENERAL FUND SUPPORT

TOTAL $0

44 AGENDA ITEM NO. 6.

Remix Proposal for Clovis
Transit
Nick Chin, Clovis Transit
Date: October 25, 2022
By: Remix Technologies, LLC.

Alyssa Overheul
1 ATTACHMENT 2
45 AGENDA ITEM NO. 6.

About Remix
Our vision is to empower cities to manage all aspects of transportation and createequitable, safe, and accessible outcomes.

Remix is the only company that brings together the complete transportation picture in a singlesoftware platform. We build products that help cities develop the best transportation outcomes fortheir communities. The company was founded in 2014 out of Code for America, and has partneredexclusively with government agencies since its founding.

Our technology enables you to see your data in one place, plan a holistic network, and buildconsensus across stakeholders. Remix focuses on technology and expertise that enablestransportation professionals to do their best work through easy-to-use, visual tools to analyze anddesign more livable cities, where multiple modes of transportation can thrive.

Over 375 governments around the world leverage Remix’s transportation platform. We bring theunique expertise of working directly with over 11,000 transportation professionals to build acloud-based software platform that helps local governments build more livable communities. In2021, we joined the Via Transportation, Inc. family and now have a global community of over 600customers around the world. 2 46
AGENDA ITEM NO. 6.

Product Overview
The core data platform enables three distinct workﬂows for transportation professionals anddecision-makers, powered by open data and open source tools. By pulling data insights into theplanning process, local governments can design better transportation networks, safer, moremultimodal streets, and seamless integration between public and private transportation.

EXPLOREAccess and visualize all of your transportation data ﬁrstGather context and explore problems through quick insights for custom-drawnand existing geographical boundaries TRANSIT PLANNING + SCHEDULINGPlan transit from vision through implementationDesign, evaluate, and collaborate all in one place - from a small detour to a fullsystem redesign, and everything in between. Once your plan is set, take yourvision through to blocking, runcutting, and rostering.

STREET DESIGNDesign streets for the multimodal cityExplore new street design concepts, use data to inform decisions, and move yourideas forward, faster.

ON-DEMAND PLANNING
Plan an integrated network across modesCoordinate a multimodal transportation network that ﬁt the diversity of yourcommunity, while understanding the impacts to operational constraints. 3 47
AGENDA ITEM NO. 6.

Remix Transit Proposal for Clovis Transit
Prepared for Nick Chin, Clovis Transit. By Alyssa Overheul, [email protected]). Date: October 25, 2022 What do I getwith a RemixLicense?
A full transit planning platform for your entire agency. It’s an annualsubscription for unlimited users, and includes:
● Fast and accurate sketch planning using existing stop infrastructure● Instant demographic impact analysis● Instant cost estimates● Customizable vehicle blocking for accurate cost estimates ● Unlimited exports (excel, shapeﬁle, KML, frequency-based GTFS, high-resolutionimage)● Unlimited custom data layers (polygon-based shapeﬁles)● Unlimited GTFS uploads● Public engagement and share features● Travel-time isochrone visualizations● Title VI Engine (US) - generate a service equity analysis in less than 10 minutes● Timetables – generate and customize timepoints and segment-level runtimes● Export timetables into excel● Consistent and regular product improvements / feature launches Customersupport?
Our Success Team brings years of transit experience and works with you todevelop a customized Success Plan. Each plan has three parts:

1. Onboard (First 60 Days): Identify a ﬁrst project and work on it together.- Workshops, Project-Assisted Training, Individual Sessions, Video Guides

2. Plan (Months 2+): Bring your plans to life with Remix.- Regular Check-ins, Best Practices Blog, Remix Webinars, Remix Conference

3. Measure Results (Months 6+): Document your return on investment (ROI).- Develop ROI Report, Set Yearly Goals, Manage Renewal, Plan Ahead Technicalrequirements?
Remix is entirely web-based and software-as-a-service (SaaS). ● Everything is in the cloud -- no installations or downloads. Can access fromanywhere.● Every user gets a login + password● Remix works on the latest version of Google Chrome, Microsoft Edge, and Firefox● Agency-wide annual subscription -- no maintenance fees. 4 48
AGENDA ITEM NO. 6.

Remix Explore for Clovis Transit
What do I get withRemix Explore?
A full data management platform for your entire staff. It’s ampliﬁes yourRemix license with:
● US Census data in key demographic areas, including: Population Density,Population Growth, Jobs, Public Transit to Work, Minority, Poverty, Car-FreeHouseholds, Seniors, Youth, Disability, Limited English, and more datasets.● Geographic data including Political Boundaries: Cities, Counties, Zip Codes, andCensus-designated places● Custom polygon-based shapeﬁles provided by your agency● Data self-uploads● Custom datasets provided by your agency, including:● Shared mobility infrastructure data, including docked Bikeshare● Movement data, including trafﬁc speeds data● Line and point-based shapeﬁles, including bike infrastructure network 5 49
AGENDA ITEM NO. 6.

Remix Service OrderThis Service Order ( the “Order”) is entered into between Remix Technologies, LLC, a Delaware limited liability corporation("Company"), and Clovis Transit ("Customer") and will become effective as of the Effective Date (deﬁned below in the Order).

Scope of Services & Terms
Effective Date December 1, 2022
Commitment Term 5 Years 12/1/2022 - 11/30/2027
Remix TransitPlanning PlatformLicense
Total Contract Value: $88,000 USD / 5 Years● Annual Fees + $5,000 USD Installation Fee Year One: $13,500 USD based on a total ﬁxed route ﬂeet of ~14 vehicles Year Two: $15,000 USD based on a total ﬁxed route ﬂeet of ~14 vehicles Year Three: $16,500 USD based on a total ﬁxed route ﬂeet of ~14 vehicles Year Four: $18,000 USD based on a total ﬁxed route ﬂeet of ~14 vehicles Year Five: $20,000 USD based on a total ﬁxed route ﬂeet of ~14 vehicles Includes:● Remix licenses for an unlimited number of users within the Customer’sorganization.● Software as a Service (SaaS): fully hosted, cloud-based web platform.● Platform functionality as described on page 1 with continuous improvementsreleased throughout the course of the contract● Dedicated Customer Success staff● Premium Enterprise Support: response to requests in 1 business day Marketing Terms Willingness to work with Remix to develop a case study, mutually agreeable pressrelease, ability to use Customer as a reference.

Additional Services Customer acknowledges that additional services, such as access to Company’s(including its afﬁliates) proprietary technology platform used to establish, monitor,operate and/or manage ﬁxed-route and demand responsive transit networks, may beadded to this Agreement at an additional cost during the Term.

Payment Terms Fees invoiced annually in advance of access, payable in 30 days from the date ofinvoice.

Signatures on following page
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AGENDA ITEM NO. 6.

This Order incorporates the Terms and Conditions (“Terms”) found at URL:https://www.remix.com/service-terms.Inthe event of a conﬂict or inconsistency between the Terms and this Order, the Terms will control, except to the extentthat this Order expressly states that it supersedes speciﬁc language in the Terms. Capitalized terms not otherwisedeﬁned here will have the meaning ascribed to them in the Terms. By signing below, the parties agree to the Orderand the Terms.

Clovis Transit Remix Technologies, LLC
Signature:____________________________________________________ Signature: ___________________________________________________ Name: _______________________________________________________ Name:
________________________________________________________ Title: ________________________________________________________ Title:
_________________________________________________________ Date: ________________________________________________________ Date:
_________________________________________________________ Billing Contact Name: ___________________________________ Email: _______________________________ Phone:
____________________________
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AGENDA ITEM NO. 6.

TO: Mayor and City Council
FROM: Planning and Development Services Department
DATE: December 5, 2022
SUBJECT: Planning and Development Services – Approval – Final Acceptance for CIP 22-01 Rubberized Cape Seal 2022.

ATTACHMENTS: 1. Vicinity Map

CONFLICT OF INTEREST
None.

RECOMMENDATION
For the City Council to accept the contracted work performed as complete and authorize recording of the notice of completion.

EXECUTIVE SUMMARY
The project involved installing chip seal binder and rubberized cape seal in various areas of the City of Clovis. The construction involved approximately 71,000 square yards of rubberized cape seal and approximately 251,000 square yards of Type II slurry seal at various additional streets by American Asphalt South, Inc. The work included removal of all existing traffic striping, markings and markers, furnishing and installation/application of asphalt rubber chip seal, Type II slurry seal, traffic control, street sweeping, cleanup, traffic striping and all other items or details required as described in the Contract Documents.

BACKGROUND
The bid opening was on March 22, 2022, and the project was awarded by City Council on April 4, 2022, to the lowest responsible bidder, which was determined to be American Asphalt South, Inc. The project was completed in accordance with the construction documents and within the total contract time allowed.

122
AGENDA ITEM NO. 7.

FISCAL IMPACT

1. Contract Award Amount $1,203,993.09

2. Cost Increases/Decreases - resulting from differences between ($8,456.76) estimated quantities used for award and actual quantities installed

3. Contract Change Orders $0.00

4. Liquidated Damages Assessed $0.00
Final Contract Cost $1,195,536.33
The Project was supported by Measure C pass through funding through the City Community Investment Program. The portion of the project located in the Blackhorse subdivision was funded by assessment district proceeds.

REASON FOR RECOMMENDATION
The Public Utili ties Department, City Engineer, Engineering Inspector , and Project Engineer agree that the work performed by the contractor is in accordance with the project plans and specifications and has been deemed acceptable. The contractor, American Asphalt South, Inc., has requested final acceptance.

ACTIONS FOLLOWING APPROVAL

1. The notice of completion will be recorded; and

2. All remaining retention funds will be released no later than 35 calendar days following recordation of the notice of completion, provided no lie ns have been filed. Retention funds may be released within 60 days after the date of completion, provided no liens have been filed, with “completion” defined as the earlier of either (a) beneficial use and occupancy and cessation of labor, or (b) acceptanc e by the City Council per Public Contract Code Section 7107(c)(2).

Prepared by: Nav Chahal, Engineering Inspector

Reviewed by: City Manager AH

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AGENDA ITEM NO. 7.

Attachment 1
City of Clovis Project Locations
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AGENDA ITEM NO. 7.

TO: Mayor and City Council
FROM: Planning and Development Services Department
DATE: December 5, 2022
SUBJECT: Planning and Development Services - Approval – Res. 22 -___, Annexation of Miscellaneous Properties to the Landscape Maintenance District No. 1.

ATTACHMENTS: 1. Res. 22-___

CONFLICT OF INTEREST
None.

RECOMMENDATION
For the City Council to approve Resolution 22 -___ approving annexation of miscellaneous properties into City of Clovis Landscape Maintenance District (LMD) No. 1.

EXECUTIVE SUMMARY
The developers / property owners of the properties listed in Attachment A have submitted executed landscape maintenance covenants, copies of which are on file with the City Clerk, indicating consent to annexation of the subject property into the City of Clovis Landscape Maintenance District No. 1. This action will annex each of these properties into the Landscape Maintenance District so that they can be assessed for maintenance costs within their respective areas.

BACKGROUND
Council formed the original district on July 15, 1985, for the purpose of funding the maintenance of landscaped areas and parks. These properties are being brought to Council for annexation to the district as a group rather than separately in an effort to conserve staff resources and Council’s time. Under the provisions of the Landscaping and Lighting Act of 1972, if all of the owners of property proposed for annexation provide written consent to annexation, then noticing, hearing, and filing of an Engineer’s Report is not required.

Under the provisions of the Landscaping and Lighting Act of 1972, and in accordance with Article XIII C and Article XIII D of Proposition 218, all the owners of property proposed for annexation have provided a written request and consent to annexation, and have executed a covenant (petition) indicating acceptance of the annual assessment. 125
AGENDA ITEM NO. 8.

FISCAL IMPACT
This project will add any landscaped areas and will incrementally increase maintenance revenue through annual assessments from the annexed properties. Current year to date status of landscape maintenance district facilities is as follows:

Various LMD’s Year to Date
Under Consideration

LMD Landscaping added: 0.000 acres 11.535 acres

Resource needs added: 0.000 person 1.154 person

The resource needs estimate is based on 1 person per 10 acres of landscaped area.

REASON FOR RECOMMENDATION
The property owners for the miscellaneous properties have requested or cons ented to annexation into the City of Clovis LMD No. 1.

ACTIONS FOLLOWING APPROVAL
The miscellaneous properties shall become a part of the City of Clovis LMD No. 1 and will be assessed next year for maintenance costs.

Prepared by: Jeff Brown, Engineer II

Reviewed by: City Manager AH

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AGENDA ITEM NO. 8.

Attachment 1
RESOLUTION 22-___

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVIS
APPROVING ANNEXATION TO LANDSCAPING MAINTENANCE DISTRICT NO. 1 OF THE

CITY OF CLOVIS

WHEREAS, City of Clovis Landscape Maintenance District No. 1 ("District") was formed by Resolution No. 85 -78, adopted July 15, 1985, pursuant to Part 2 of Division 15 of the Streets and Highways Code (Landscape and Lighting Act of 1972), herein the "Act"; and

WHEREAS, all of the owners of property proposed to be annexed to the District consisting of proposed developments as described in Attachment A attached hereto and incorporated herein by reference, have consented to said annexation and such annexation may be ordered without notice and hearing or filing of engineer's report, or both.

NOW, THEREFORE, BE IT RESOLVED, that the City of Clovis as follows:

1. That the public interest and convenience require that certain property described in Attachment A attached hereto and by reference incorporated herein be annexed into Landscape Maintenance District No. 1 of the City of Clovis for the maintenance and servicing of landscaping facilities.

2. The City Clerk shall receive and file the maps showing the boundaries of the areas annexed as set forth in Attachment A which boundaries shall be used for assessment proceedings until and unless a change of organization is approved pursuant to the Act.

* * * * *

The foregoing resolution was introduced and adopted at a regular meeting of the City Council of the City of Clovis held on December 5, 2022, by the following vote, to wit.

AYES:

NOES:

ABSENT:

ABSTAIN:

DATED: December 5, 2022

______________________________ ______________________________ Mayor City Clerk
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AGENDA ITEM NO. 8.

Attachment A

Miscellaneous properties to be added to the Landscape Maintenance District No. 1 of the City of Clovis:

Project Number Address Developer/Owner
1 Building Permit No. 22-
02886 375 N. Argyle Ave
King Assests 2 LLC, A Wyoming
Limitied Liability Company
2 SPR 2021-004 622 N Pollasky Ave
Gary K. Shahbazian and
Deborah A. Shahbazian
3 Building Permit No. 07-
2070 1455 Gibson Ave Mary E. Martinez
4 Building Permit No. 08-
1670 92 N. Pollasky Ave Darryl H. Johnson
5 Building Permit No. 09-
2165 155 Rall Avenue
Dorn Management, LLC, A
California Limited Liability
Company
6 Building Permit No. 07-
03615 647 W. Keats Ave Lee Phillips
7 Building Permit No. 08-
2789 691 W. Norwich Ave James A. Heisdorf
8 Building Permit No. 08-
1730 381 W. Swift Ave Francisco Romero Aguayo
9 Building Permit No. 09-
0954 124 Caesar Ave
Michael M Sobeck and Sandra
Sobeck
10 Building Permit No. 08-
2774 184 Caesar Ave
Mark A. Reynders and Jo Linda
Reynders
11 Building Permit No. 08-
1586 3051 Terry Ave Patricia S. Coulter
12 Parcel Map 2022-002 NWC of Villa Ave and Sierra Ave
Gleneagle Homes, a California
Corporation
13 Building Permit No. 07-
2937 95 W. National Ave
James Williams and Allana
Charisce Williams
14 Building Permit No. 08-
1430 1450 Bullard Ave
Guadalupe Sandoval and
Socorro Sandoval
15 Building Permit No. 10-
0193 230 Seventh Street
Raul Bustamante and Margarita
Bustamante
16 Building Permit No. 11-
0352 1108 Third Street
Christopher J Netzley and
Sherry Netzley

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AGENDA ITEM NO. 8.

17 Building Permit No. 11-
0211 2560 Villa Ave Ismael Martinez
18 Building Permit No. 985-
2011 21 N Woodworth Ave Christine S Lingenfelter
19 Building Permit No. 09-
02419 993 Rosebrook Drive
Virginio J. Manzano and
Gabriela Manzano
20 Building Permit No. 09-
2323 126 Mitchell Ave Alan M Vong and Jeannie Lai
21 Building Permit No. 10-
0153 2605 DeWitt Ave
Ky Tong Vong and Tanie Chiomi
Vong
22 Building Permit No. 09-
1360 1056 DeWitt Ave Lois M Bishop
23 Building Permit No. 10-
2358 338 W Antonio Drive
Patrick L Maddox and Joye R
Maddox
24 Building Permit No. 09-
2418 79 W Ashcroft Ave Anita Heath
25 Building Permit No. 09-
0539 1524 Beverly Ave Panut S Willaims
26 Building Permit No. 08-
3022 3094 Adler Ave Carl F. Larsen
27 Building Permit No. 10-
2238 1534 San Gabriel Ave
Allan W Braswell and Heidi
Braswell
28 Building Permit No. 10-
1554 1382 Rall Ave
Perry W Coy, Jr. and Emma Lee
Coy
29 Building Permit No. 10-
0828 2300 Burgan Ave Lori Ann Ravizza
30 Building Permit No. 10-
0834 1451 Burgan Ave
Lloyd L. Wilfong, Jr. and
Danielle C. Wilfong
31 Building Permit No. 10-
2035 2036 Mitchell Ave
Gene D Sims and Cindy L
Langley
32 Building Permit No. 08-
1652 1549 Douglas Ave
Albert Sheakalee and Lorik
Sheakalee
33 Building Permit No. 08-
0980 2160 Santa Ana Ave Gary J. Dixon and Gina O. Dixon 34 Building Permit No. 07-
3017 582 Timmy Ave Adrian Pena and Alicia B. Pena
35 Building Permit No. 11-
0274 1959 Swift Ave Naomi R Isaak
36 Building Permit No. 08-
02336 1831 Richert Ave Gary L. Morris and Teri Morris
37 Building Permit No. 08-
1817 3551 Sunnyside Ave Greg W. Austin

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AGENDA ITEM NO. 8.

TO: Mayor and City Council
FROM: Public Utilities Department
DATE: December 5, 2022
SUBJECT: Public Utilities – Approval – Authorize the Purchase of Supervisory Control and Data Acquisition Human Machine Interface ( SCADA HMI) Software from Inductive Automation, LLC for $52,081.60; and Approval – Waive Formal Proposal Procedures and Authorize the City Manager to Enter into an Agreement with TESCO Controls, Inc. to Integrate the new SCADA HMI Software for $279,315.

ATTACHMENTS: None.

CONFLICT OF INTEREST
None.

RECOMMENDATION

1. For the City Council to award the request for proposal (RFP) to Inductive Automation, LLC and authorize the purchase of their Supervisory Control and Data Acquisition (SCADA) Human Machine Interface (HMI) software in the amount of $52,081.60; and

2. For the City Council to waive the City’s formal request for proposal (RFP) procedures and authorize the City Manager to execute a contract with TESCO Controls, Inc. (TESCO) in the amount of $279,315.00 to provide professional services for integrating the new SCADA HMI software.

EXECUTIVE SUMMARY
The existing City water wells, reservoirs, and sewer lift stations are currently running on a 10- year-old version of SCADA HMI software from Wonderware. This software does not meet current industry standards in security, functionality, compatibility, and support and needs to be upgraded. The system was integrated by TESCO in 2013 to provide remote control, monitoring, and data collection for various water and sewer facilities throughout the City.

Staff issued a Request for Proposals (RFP) to purchase a suitable SCADA HMI software upgrade on July 1, 2022, and received four (4) timely responses. Staff evaluated and scored the proposals and determined that Inductive Automation is the recommended software supplier based on their proposal, qualifications, experience, and cost. 130
AGENDA ITEM NO. 9.

Staff is recommending that Council award the contract for the purchase of SCADA HMI software to Inductive Automation in the amount of $52,081.60 and authorize the City Manager to execute a contract on behalf of the City.

Staff is also requesting that Council waive formal proposal procedures and a uthorize the City Manager to execute a contract to TESCO to be the system integrator for this project, authorized by Clovis Municipal Code Section 2.7.06(a) and Section IV.C. of the City’s Purchasing Manual .

TESCO is a Gold Certified system integrator for Inductive Automation, and fully understand the City’s SCADA environment. The current SCADA system was integrated by TESCO in 2013, as well as all prior SCADA HMI systems dating back to 1982.

BACKGROUND
The City of Clovis uses a Supervisory Control and Data Acquisition (SCADA) system to monitor, maintain, and control approximately 60 sites in the City, including wells, pump stations, lift stations, and reservoirs. The existing SCADA system for the City water wells , reservoirs, and sewer lift stations consists of physical servers and Human Machine Interface (HMI) software developed by Wonderware and integrated by TESCO. It has been in operation for almost 10 years without any updates to the software and is no longer supported by the manufacturer. In preparation for a SCADA HMI upgrade, s taff purchased and deployed a virtualized server infrastructure last year to replace the outdated physical servers and to eventually host the new HMI software.

Staff developed and issued a Request for Proposals (RFP) for the SCADA HMI software on July 1, 2022. Four (4) proposals were received, as follows:

Vendor HMI Software
AVEVA (Formerly Wonderware) InTouch
ICONICS GENESIS64
Inductive Automation Ignition
Trihedral VTScada

The proposal from Inductive Automation met all system and user requirements, demonstrated the ability to conform to current industry standards in SCADA security , provided the second lowest cost proposal, and is headquartered in California , providing support during the City’s normal business hours when needed. The total cost for the proposed SCADA HMI software package is $52,081.60.

TESCO has been the City’s sole system integrator and supplier of telemetry equipment for the SCADA system for the City water wells and sewer lift stations system since 1982. TESCO is also a Gold Certified system integrator for Inductive Automation. The proposed cost to integrate the new SCADA HMI software is $279,315.00.

131
AGENDA ITEM NO. 9.

FISCAL IMPACT
Funds were included in this fiscal year’s Water and Sewer Enterprise budgets. Sufficient funds are available for the anticipated costs of the project. Annual support and maintenance for the software is estimated to be $8,300 per year and will be budgeted for each fiscal year.

REASON FOR RECOMMENDATION
Sufficient funds have been budgeted to upgrade the existing SCADA system that has reached its end of support for both hardware and software. With the new virtualized server infrastructure already in place, a new SCADA HMI software and integration is all that remains to keep the system current.

TESCO has been the City’s sole system integrator and supplier of telemetry equipment for the SCADA system since 1982. TESCO is familiar with the City’s SCADA environment and have provided reliable support over the span of forty years . Staff is confident in TESCO’s ability to integrate the new SCADA HMI software to allow for continued operations of the City’s vital water and sewer facilities.

ACTIONS FOLLOWING APPROVAL
Staff will prepare a purchase order for the City Manager’s approval for the purchase of the SCADA HMI software from Inductive Automation, and the City Manager will execute a contract with Tesco to provide professional services for integrating the new SCADA HMI software.

Prepared by: Hung Vu, Sr. Information Technology Analyst

Reviewed by: City Manager AH

132
AGENDA ITEM NO. 9.

TO: Mayor and City Council
FROM: Public Utilities Department
DATE: December 5, 2022
SUBJECT: Public Utilities – Approval – Waive Formal Request for Proposal Procedures and Authorize the City Manager to Enter into an Agreement with Clean Energy Renewable Fuels, LLC , for Supply of Renewable Natural Gas for City Fleet Fueling and for Management of Natural Gas Fuel Revenue Credits.

ATTACHMENTS: 1. Base Agreement

2. Special Provisions Agreement

3. Fossil Transaction Agreement

4. RNG Transaction Agreement

CONFLICT OF INTEREST
None.

RECOMMENDATION
For the City Council to waive the City’s formal request for proposal (RFP) procedures and authorize the City Manager to execute an agreement with Clean Energy Renewable Fuels, LLC (Clean Energy), for the supply of environmentally friendly Renewable Natural Gas (RNG) for the Solid Waste Division’s Compressed Natural Gas (CNG) fleet, and for the management of natural gas fuel revenue credits over a three -year period, with the option for two additional one-year extensions.

EXECUTIVE SUMMARY
The P ublic Utilities Department dispenses approximately 250,000 gasoline gallon equivalent (GGE) units per year . An estimated $175,000 could be saved annually via the proposed agreement at the current Renewable Identification Number (RIN) and Low Carbon Fuel Standard (LCFS) rates. Staff seeks to enlist and partner with a reputable vendor, Clean Energy, to supply RNG to the Public Utilities Department’s CNG transportation fueling station and to provide management of program credits made available to CNG operators and users through CARB and EPA agencies. This action is at no cost to the City and there are no modifications required to the existing infrastructure or CNG-powered equipment.

133
AGENDA ITEM NO. 10.

Staff requests waiving formal proposal procedures and recommends piggybacking on an RFP solicited by Gold Coast Transit District, located in Oxnard, California. This is authorized by Clovis Municipal Code Section 2.7.06(a) and Section IV.C. of the City’s Purchasing Manual . Clean Energy was selected based on a competitive proposal and staff recommends the same contract terms are used. Staff also received and reviewed a proposal from a second reputable RNG supplier and the proposal offered by Clean Energy is more favorable to the City.

BACKGROUND
The California Air Resources Board (CARB) developed the Low Carbon Fuel Standard (LCFS) program to reduce carbon intensity of transportation fuels used in California by 10% by 2020.

These CARB regulations allow producers of lo w carbon fuels, including fossil Compressed Natural Gas (CNG), to earn LCFS credits. Consequently, the Public Utilities Department, with its own CNG fueling operation, qualifies to participate in this state program.

The Low Carbon Fuel Standard (LCFS) is a C alifornia state program that regulates transportation fuel providers and requires them to achieve an 80% reduction in carbon emissions by 2050. The Renewable Fuel Standard (RFS) is a federal program that has a goal to achieve 50% renewable transportation fuels in the US by 2030. These programs allow producers of renewable low carbon fuel, like RNG, to generate LCFS and RIN credits so long as the fuel is being used for transportation purposes.

RNG is methane captured from the decomposition of organic materials at landfills, agricultural facilities, and wastewater treatment plants. The pipeline quality bio-methane is injected into the natural gas pipeline grid and CNG that is currently used will be displaced with RNG. This "displacement” significantly reduces the carbon footprint because for every unit of RNG injected into the pipeline, an equal unit of fossil fuel is not extracted from the earth.

The eligible credits generated are based on the amount dispensed from the Public Utilities Department’s CNG pumping station. This station serves approximately 40 CNG vehicles within the Solid Waste Division.

FISCAL IMPACT
The Fleet Maintenance budget will continue to include sufficient funds to pay PG&E for natural gas costs. A copy of the PG&E invoices will be provided to Clean Energy. LCFS credits will be generated and paid to the City on a quarterly basis and RIN credits will be paid on a monthly basis. The total estimated annual savings is $175,000, which is approximately 70% of the total natural gas costs paid to PG&E annually for fuel used at the Fleet CNG station . These savings will ultimately be passed to the Solid Waste Division via reduced fuel costs to their operations and maintenance budget.

REASON FOR RECOMMENDATION
Staff recommends authorizing the Public Utilities Department to enter into an agreement wit h Clean Energy to supply RNG and provide natural gas fuel revenue credit management for a three-year term with an option for two one -year extension periods. This action will allow the Public Utilities Department to receive a proportionate share of the reve nues generated from credits available through the state and federal natural gas fuel credit incentive programs. 134
AGENDA ITEM NO. 10.

Pursuant to the City’s purchasing requirements, purchases of items/services exceeding $60,000.00 require City Council approval following a formal bidding or proposal process, unless waived by the City Council. Waiving the City’s formal bidding or proposal process for procuring a contract for RNG and related services and “piggybacking” on a competitively bid purchase contract by another public agency in California is authorized by Clovis Municipal Code Section

2.7.06(a) and Section IV.C. of the City’s Purchasing Manual.

ACTIONS FOLLOWING APPROVAL
The attached agreements will be signed, initiating the purchase of RNG from Clean Energy and allowing the Public Utilities Department to receive offsetting revenue derived from credits from the state and federal incentive programs.

Prepared by: Paul Armendariz, Assistant Public Utilities Director

Reviewed by: City Manager AH
135
AGENDA ITEM NO. 10.

Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved September 5, 2006
ID # 5241 (CE rev. 06.05.2020)
Base Contract for Sale and Purchase of Natural Gas
This Base Contract is entered into as of the following date: ___________________________ The parties to this Base Contract are the following:

PARTY A
City of Clovis

PARTY NAME PARTY B
Clean Energy Renewable Fuels, LLC
155 N. Sunnyside Avenue
Clovis, CA 93611 ADDRESS 4675 MacArthur Court, Suite 800 Newport Beach, CA 92660
www.cityofclovis.com BUSINESS WEBSITE www.cleanenergyfuels.com CONTRACT NUMBER CLS001
D-U-N-S® NUMBER
US FEDERAL: ____________
 OTHER:

AX ID NUMBERS
US FEDERAL: 27-5411503
 OTHER:

JURISDICTION OF
ORGANIZATION Delaware
Corporation  LLC
 Limited Partnership  Partnership
 LLP  Other:

COMPANY TYPE
Corporation LLC
 Limited Partnership  P artnership
 LLP  Other:

GUARANTOR
(IF APPLICABLE)

CONTACT INFORMATION
City of Clovis
ATTN: Paul Armendariz
TEL#: ( 559) 324- 2649
EMAIL: [email protected]
 COMMERCIAL
Clean Energy Renewable Fuels, LLC
ATTN: J en Komonchak
TEL#: (
949) 437- 1251
EMAIL: [email protected]
City of Clovis
ATTN: Paul Armendariz
TEL#: (559) 324-26 49
EMAIL: [email protected]
 SCHEDULING
Clean Energy Renewable Fuels, LLC
ATTN: J
en Komonchak
TEL#: (
949) 437- 1251
EMAIL: [email protected]
City of Clovis
ATTN: Paul Armendariz
TEL#: (559) 324-26 49
EMAIL: [email protected]
 CONTRACT AND

LEGAL NOTICES
Clean Energy Renewable Fuels, LLC
ATTN: J en Komonchak
TEL#: (
949) 437- 1251
EMAIL: [email protected]
City of Clovis
ATTN: Paul Armendariz
TEL#: (559) 324-26 49
EMAIL: [email protected]
 CREDIT
Clean Energy Renewable Fuels, LLC
ATTN: J
en Komonchak
TEL#: (
949) 437- 1251
EMAIL: [email protected]
City of Clovis
ATTN: Paul Armendariz
TEL#: (559) 324-26 49
EMAIL: [email protected]
 TRANSACTION

CONFIRMATIONS
Clean Energy Renewable Fuels, LLC
ATTN: J en Komonchak
TEL#: (
949) 437- 1251
EMAIL: [email protected]

ACCOUNTING INFORMATION
City of Clovis
ATTN: Paul Armendariz
TEL#: (559) 324-26 49
EMAIL: [email protected]
 INVOICES
 PAYMENTS
 SETTLEMENTS
Clean Energy Renewable Fuels, LLC
ATTN: J
en Komonchak
TEL#: (9
49) 437-1251
EMAIL: [email protected]
BANK:

ABA: ACCT:

OTHER DETAILS:

WIRE TRANSFER

NUMBERS
( IF APPLICABLE)
BANK:

ABA: ACCT:

OTHER DETAILS:

BANK:

ABA: ACCT:

OTHER DETAILS:

ACH NUMBERS
(IF APPLICABLE)
BANK:

ABA: ACCT:

OTHER DETAILS:

ATTN: City of Clovis
ADDRESS: 155 N Sunnyside Avenue
Clovis, CA 93611
CHECKS
(IF APPLICABLE)
ATTN: Clean Energy Renewable Fuels, LLC
ADDRESS: 4675 MacArthur Ct, Suite 800
Newport Beach, CA 92660
ATTACHMENT 1
136
AGENDA ITEM NO. 10.

Copyright © 2006 North American Energy Standards Board, Inc. NAESB Standard 6.3.1 All Rights Reserved Page 2 of 13 September 5, 2006
(CE rev. 06.05.2020)
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) from each section:

Section 1.2
Transaction
Procedure
O ral (default)
OR
Written
Section 10.2
Additional
Events of
Default
No Additional Events of Default (default)
 I
ndebtedness Cross Default
 P
arty A: __________________
 P
arty B: __________________
 T
ransactional Cross Default
S pecified Transactions:
___________________________________________
Section 2.7
Confirm Deadline
2 B usiness Days after receipt (default)
OR
5 B usiness Days after receipt
Section 2.8
Confirming Party
Seller (default)
OR
 Buyer
Section 3.2
Performance
Obligation
Cover Standard (default)
OR
 Spot Price Standard
Section 10.3.1
Early
Termination
Damages
E arly Termination Damages Apply (default)
OR
 E
arly Termination Damages Do Not Apply
Note: The following Spot Price Publication applies to both of the immediately preceding. Section 10.3.2
Other
Agreement
Setoffs
O ther Agreement Setoffs Apply (default)
B ilateral (default)
T riangular
OR
 O
ther Agreement Setoffs Do Not Apply
Section 2.31
Spot Price
Publication
G as Daily Midpoint (default)
OR

Section 6
Taxes
Buyer Pays At and After Delivery Point (default)
OR
 Seller Pays Before and At Delivery Point
Section 7.2
Payment Date
25th Day of Month following Month of delivery
(default)
OR
 Day of Month following Month of delivery
Section 15.5
Choice Of Law
California
Section 7.2
Method of Payment
Wire transfer (default)
 Automated Clearinghouse Credit (ACH)
Check
Section 15.10
Confidentiality
Confidentiality applies (default)
OR
 Confidentiality does not apply
Section 7.7
Netting
N etting applies (default)
OR
 Netting does not apply
Special Provisions Number of sheets attached: 8
Addendum(s): Biogas Addendum
IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate.

City of Clovis PARTY NAME Clean Energy Renewable Fuels, LLC By:

SIGNATURE
By:

John Holt PRINTED NAME Robert M. Vreeland
City Manager TITLE Chief Financial Officer
137
AGENDA ITEM NO. 10.

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 between the parties shall be the Contract as defined in 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 the 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 a gree 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 Transaction 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 any transaction agreed to by 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, re cord that agreement on a Transaction Confirm ation 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 passage of the Confirm Deadline without objection from the receiving party, as provided in Section 1.3.

1.3. If a sending 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 (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) 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, (iii) 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 Contr act 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. 138
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(CE rev. 08.01.14)

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 (IT).

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 t he 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, (ii) any and all binding Transaction Confirmations and (iii) 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 p er 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.

2.12. "Cover Standard", as ref erred 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 (i) 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, consist ent 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.

2.17. "EDI" shall mean an electronic data interchange pursuant to an agreem ent 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. "Firm" 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 interrupt ions, 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 nomina tion 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 agreem ents 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 Contrac t with respect to such party or its Guarantor, if any, which results in such indebtedness becoming immediately due and payable. 139
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(CE rev. 08.01.14)

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 deli veries and/or receipts is confirmed by Transporter.

2.25. "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 Gas 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 (ii) the price (determined as stated above) for the first Day for w hich 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 Firm 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 “Spot 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 e qual 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 (iii) 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 (ii) 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. 140
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Spot Price Standard:

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

3.4. In addition to Sections 3.2 and 3.3, the parties may provide for a Termination Option in a Transaction Confirmation executed in writing by both parties. The Transaction Confirmation containin g 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.

Buyer Pays 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). 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 party any 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 party any necessary documentation thereof.

SECTION 7. BILLING, PAYMENT, AND AUDIT

7.1. 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.

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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. If the 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 suppor ting 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. If the 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 (ii) the maximum applicable lawful interest rate.

7.6. A party shall have the right, 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 right 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 billings 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 paymen t required to b e 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 shall prevai l 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 c onvey 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 AND 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 Claims, 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 agr ee 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 19 U.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 deli vered 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. All Transaction Confirmations, invoices, payment instructions, and other communications m ade 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 142
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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 right 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 Supper 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 right, at its sole election, to immediat ely 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 tho se 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 T erminated Transaction and be valued consistent with Section 10.3.1 below. With respect to each Excluded Transaction, its actual termination date shall be the Early Termination Date for purposes of Section 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 Damages 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 (x) 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 purchas ed 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 143
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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 transa ction(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 right to extend th e term of a transaction shall be considered in determining Contract Values and Market Values. The rate of interest used in calculating net present value shall be determined by the Non-Defaulting Party in a commercially reasonable manner.

Early Termination Damages Do Not 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, the amount owed (whether or not then due) by each party with respect to all Gas delivered an d 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 S ection 3.2), for which payment has not yet been made by the party that owes such payment 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 Agreement Setoffs Apply:

Bilateral Setoff Option:

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; (ii) 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 Defa ulting 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 Apply:

10.3.3. If any obligation that is to be included in any netting, aggregation or setoff pursuant to Secti on 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 obligat ion 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 writt en 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 Defaulti ng 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. 144
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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 pr omulgated by a governmental authority having jurisdiction. Seller and Buyer shall make reasonable efforts to avoid the adverse impacts of a Force Majeure and to resolve the event or occurrence once it has occurred in order to 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; (ii) the party claiming excuse failed to remedy the condition and to resume the performance of such covenants or obligations with reasonable dispatch; or (iii) 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 c osts 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 indemni fy 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 SHALL BE T HE SOLE AND EXCLUSIVE REMEDY. A PARTY’S LIABILITY

HEREUNDER SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND 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 LIMITED 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 145
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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 Floatin g Price shall be determined within the next two following Busines s 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 Pr ice. "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 f ailure 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 tempor ary or permanent discontinuance or unavailabi lity 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 ha s 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, rights 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 (i) 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 subject 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 rights 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 , (iii) 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 pa rty 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 146
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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 prote ctive 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 Contr act, 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, NAESB 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. 147
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TRANSACTION CONFIRMATION EXHIBIT A

FOR IMMEDIATE DELIVERY

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:
_______________________________________________
_______________________________________________
_______________________________________________
Attn: ___________________________________________
Phone: _________________________________________
Fax: ___________________________________________
Base Contract No. ________________________________
Transporter: _____________________________________
Transporter Contract Number: _______________________

BUYER:
_______________________________________________
_______________________________________________
_______________________________________________
Attn: ___________________________________________
Phone: _________________________________________
Fax: ___________________________________________
Base Contract No. ________________________________
Transporter: _____________________________________
Transporter Contract Number: _______________________

Contract Price: $ /MMBtu 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  EFP MMBtus/day Maximum
subject to Section 4.2. at election of
 Buyer or  Seller

Delivery Point(s): ________________________
(If a pooling point is used, list a specific geographic and pipeline location):

Special Conditions:

Seller: __________________________________________

By: ____________________________________________

Title: ___________________________________________

Date: __________________________________________

Buyer: __________________________________________

By: ____________________________________________

Title: ___________________________________________

Date: __________________________________________

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PECIAL PROVISIONS ATTACHED TO AND FORMING PART OF

THE BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
Dated ______________, 2022
by and between
City of Clovis (“Buyer”)
and
Clean Energy Renewable Fuels, LLC (“CERF” or “Seller”)
Section 1. Purpose & Procedures
In Section 1.2: (i) add the phrase “or other electronic means of communication” after “conversation” and before “with” in the second line; and (ii) insert “of communication” after “electronic means” in the sixth line.

D
elete Section 1.3 and replace it with the following:
“1.3. If a sending 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 material differences between timely sent Transaction Confirmations governing the same transaction, or if the receiving Party has timely objected to the terms of the sending Party’s Transaction Confirmation, such transaction remains valid and the Parties remain legally bound thereby, however, both Parties shall in good faith attempt to resolve such differences. Once such material differences are resolved, the Confirming Party shall transmit a written Transaction Confirmation to the other Party, and such Transaction Confirmation shall be accepted (or disputed) pursuant to the provisions of this Section 1.3. The provisions of this Section 1.3 may be repeated as many times as necessary to produce a written Transaction Confirmation that is accepted or deemed accepted by the receiving Party. In the event of a conflict among the terms of (i) a binding Transaction Confirmation pursuant to Section 1.2, (ii) the oral agreement of the Parties (which may be evidenced by a recording of such transaction, oral testimony, data in a computer system, trade tickets, and/or notes), where the Parties have selected the Oral Transaction Procedure of the Base Contract, (iii) the Base Contract, and (iv) these General Terms and Conditions, the terms of the items shall govern in the priority listed in this sentence.”
A
dd the following before the “.” at the end of the second sentence in Section 1.4:
“; provided, further that the party responsible for obtaining the consent of its agents and employees to such recordings shall indemnify, defend and hold the other party harmless from any and all losses, liabilities, claims, damages, judgments, costs and expenses, including but not limited to reasonable attorneys’ fees and costs of court, arising from or out of such party’s failure to obtain the consent of its agents and employees to such recordings.” Se
ction 2. Definitions
Definition of “Payment Date” in Section 2.27 shall be deleted and replaced with the following: “Payment Date” shall mean a date, as indicated on the Base Contract, on or before which payment is due from one party to the other as set forth in Section 7.” D
efinition of “Spot Price” in Section 2.31 shall be amended by deleting the last sentence. “If no price or range of prices is published for such Day, then the Spot Price shall be determined in accordance with Section 14 as modified herein.” A
dd the following at the end of Section 2:

2.36 “Governmental Requirement(s)” shall mean any applicable laws, statutes, ordinances, orders, rules, regulations, rulings, decrees, or policies having the effect of law and/or official governmental actions, whether of a federal, state, local or tribal nature.

2.37 “New Taxes” shall mean any Taxes that (i) were not in effect on the date the transaction was entered into, or (ii) were not imposed by any taxing entity on a transaction on the date such transaction was entered into.

2.38 “Regulatory Event” shall mean a Governmental Requirement(s) (including but not limited to ones related to market rate caps (whether temporary or permanent), regulatory market requirements (such as those occurring under Dodd Frank), New Taxes, c limate change assessments, environmental regulations, export/import assessments, etc.) promulgated after the date of a transaction, which renders a party (the “Affected Party”) unable to continue to perform, either in whole or in part, because (i) such transaction is illegal or unenforceable, or (ii) the Government Requirement(s) materially changes the commercial and economic circumstances existing as of the date of the transaction and as a result negatively and significantly impacts the Affected Party’s original economic expectations under the transaction.

2.39 “Taxes” shall mean any and all taxes, charges, licenses, levies, fees, penalties, permits, assessments, charges, or increases on any of the foregoing, (whether sales, use, gross receipts, excise, customs, duties or otherwise) which are claimed to be due by any federal, state, local or tribal government or any other governmental agency having jurisdiction to do so. The term “Taxes” shall not include any employment or franchise taxes imposed upon either party, nor any tax based upon a party’s income or net worth.” S
ection 3. Performance Obligation
Add the following as Section 3.5:
“3.5 In the event that the Contract Price for a transaction is a Fixed Price (as defined below), and such transaction (a) has a Firm performance obligation, and (b) a Delivery Period of at least one Month, then, notwithstanding anything to the contrary in this Contract, including, without limitation, anything in Sections 3.2 or 11 of this Contract:

ATTACHMENT 2
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(i
) if, upon the occurrence of an event of Force Majeure, and as a result of the event of Force Majeure (a) Seller is unable to sell and deliver or (b) Buyer is unable to purchase and receive, the Contract Quantity of Fixed Price Gas, either in whole or in part, for such transaction, (
ii) then, for the duration of the event of Force Majeure, for each Day that Seller is unable to sell and deliver, or Buyer is una ble to purchase and receive, such Fixed Price Gas, as set out in Section 3.5(i) above, the following settlement obligations between the parties shall apply:
a. i
f the FOM Price (as defined below) exceeds the Fixed Price, Seller shall pay Buyer the difference between the FOM Price and the Fixed Price for each MMBtu of such Gas not delivered and/or received on that Day, or b. if the Fixed Price exceeds the FOM Price, Buyer shall pay Seller the difference between the Fixed Price and the FOM Price for each MMBtu of such Gas not delivered and/or received on that Day.

F
or the purpose of this Section 3.5:
“Fixed Price” means, a Contract Price for a transaction that is expressed as a flat dollar amount for the Month of delivery, excluding any transactions that have been entered into after the last trading day (as defined by the NYMEX) for the applicable Month. Subject to the foregoing exclusion, “Fixed Price” also includes any transaction containing a Contract Price or a component of a Contract Price that has been converted f rom a floating price mechanism (i.e., a NYMEX/first of the month index basis component and a fixe d price or floating price component, or a NYMEX/first of the month index priced component with a fixed basis component) to a flat dollar amount for the Month of delivery, either upon the mutual agreement of the parties or as a result of a party exercising a pricing “trigger” option in the Contract. For the purpose of clarity, the parties agree that all transactions providing for puts, calls, collars, swaptions, caps, and floors shall constitute transactions for a Fixed Price. “FOM Price” means the price per MMBtu, stated in the same currency as the transaction subject to such event of Force Majeure, for the first of the Month delivery, either as the NYMEX settlement price or as an index price published in the first issue of a publication commonly accepted by the natural gas industry (selected by the Seller in a commercially reasonable manner) for the Month of such event of Force Majeure for the geographic location closest in proximity to the Deliv ery Point(s) for the relevant Day, adjusted for the basis differential between the Delivery Point(s) and the NYMEX or such published geographic loca tion as determined by the Seller in a commercially reasonable manner.”
A
dd the following as Section 3.6:
“3
.6 If a Regulatory Event occurs and the Affected Party is unable, after using commercially reasonable efforts, to avoid the inab ility to perform or the negative and significant economic impacts, the Affected Party shall be entitled to terminate and liquidate the transaction(s) affected by such Regulatory Event (the “Affected Transaction(s)”), subject to the following conditions:
(i) The Affected Party must give the Non-Affected Party at least ten (10) Business Days’ prior Notice of its intent to terminate and liquidate the Affected Transaction(s). The Notice shall be the “Regulatory Event Notice to Terminate”, and shall specify the Early Termination Date, which shall be not more than twenty (20) Business Days after the date of the Regulatory Event Notice to Terminate. On the Early Termination Date, the Affected Party shall determine damages in accordance with Section 10 of the Contract; provided however, that any and all costs otherwise allowed under Section

10.3.1. shall be excluded from the calculation, and provided further that the Market Value for each terminated transaction shall be determined by using the mid-point, as it may be estimated, between the bid price and the ask price for each terminated transaction to reflect that neither party is the Defaulting Party and accordingly the intent of the parties is not to ascertain liquidated damages from a Non-Defaulting party’s perspective. The respective parties shall have the same rights and remedies related to the calculation and dispute of the resulting Net Settlement Amount(s) owed with respect to the termination and liquidation of the Terminated Transactions as those set forth in Section 10 of the Contract; and (ii) Nothing herein shall prevent the other party from disputing whether the Affected Party has the right to terminate and liquidate the Affected Transaction(s).”
A
dd the following as Section 3.7:
“3.7 Provided further that the parties agree that with respect to any Gas delivered under a Transaction Confirmation, Gas shall be deemed delivered in the following order, (i) any Fixed Price Gas (as defined in Section 3.5) under such transaction; (ii) the Baseload Volume under such transaction; and (iii) any Swing Gas under such transaction.” To the extent that th e terms “Baseload Quantity” or “Swing Gas” are applicable, such terms shall be defined in the relevant Transaction Confirmation.

S
ection 6. Taxes
Add “6.1” before “Seller” of “Buyer Pays At and After the Delivery Point:” in Section 6.

A
dd the following as new Sections 6.2 and 6.3 to “Buyer Pays At and After the Delivery Point:” of Section 6:
“6
.2 Gross Receipts and Consumption, and Compensating Taxes . For clarity, the Contract Price does not include any applicable state or local, gross receipts, compensating, utility, transaction privilege, sales or use tax which may be assessed as a result of sales of or use of Gas hereunder, whether measured by quantity or revenues (“Gross Receipts” or “Compensating Tax”). If there is such a Gross Receipts and/or Compensating Tax, either of which being applicable to that quantity of Gas sold to or used by Buyer hereunder, Seller will invoice Buyer and Bu yer will pay Seller the amount of the Gross Receipts or Compensating Tax and Seller will remit same as required by the applicable law.

6.3 P
rotest and Payment. 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, except to the extent either party has filed, or provides prior notice to the other party that it will timely file, a good faith protest, contest, dispute or complaint with the taxing authority or applicable court w ith jurisdiction, which tolls the requirement to pay such Taxes. Any party is entitled to make such good faith protests, contests, disputes or complaints with the applicable 150
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taxing authority or applicable court with jurisdiction or to file for a request for refund f or such Taxes already paid in a timely manner as to any Taxes that it is responsible to pay or remit or for which it is responsible to pay or reimburse the other party . In the event either party makes such filings, the other party shall cooperate with such filing party by providing any relevant information within that party’s possession, which will support the filing party’s filing upon request by and as specified by the filing party . Upon the issuance by the taxing authority or court of a final, non-appealable order, which lifts the tolling of an obligation to pay and requires payment of the applicable Taxes, and absent a stay of such order, the responsible party shall either pay directly to the applicable taxing authority, or reimburse the other party for, such Taxes and any other amounts (including interest) required by such order. Any party entitled to an exemption from any such Taxes or charges shall furnish the other party any necessary documentation thereof.”

7. Billing, Payment and Audit

In Section 7.6, add the following at the end of the next to last sentence before the “.”:
“; provided, however, that the finality of all invoices and billings shall not apply to (i) Taxes, (ii) any adjustments made by Transporter(s) under the terms of its app licable tariff, or (iii) if applicable, payments related to Green Attributes such as but not limited to RINs or LCFS Credits and the responsible party under the Contract shall continue to be responsible for such amounts”

In Section 7.7 add the following after the words “subject to netting under this Section” at the end of the first sentence:
“and provided further, however, that the party due payment under Section 7.3 may net all undisputed sums due thereunder against any amounts payable by it when making payments under Section 7.”

Section 8. Title, Warranty, and Indemnity
Delete Section 8.4 in its entirety.

Section 9. Notices
In the first sentence of Section 9.4 delete the words “commercially acceptable”.

Section 10. Financial Responsibility
Section 10.2 shall be amended by (i) deleting the words “or its Guarantor” in the first line of such Section; (ii) deleting the word “or” before “(ix)” in such Section; and (iii) adding the following immediately after the “;” in subclause (ix) of such Section:

“(x) fail to perform or breach any other material obligation, representation or warranty under this Contract (except to the extent such failure constitutes a separate Event of Default, and except for such Party’s obligations to deliver or receive G as (the exclusive remedy for which is provided in Section 3) if such failure is not remedied within three (3) Business Days after receipt of written notice; or (xi) consolidate or amalgamate with, or merge with or into, or transfer all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer (a) the resulting, surviving or transferee entity fails to assume all the obligations of suc h Party under this Contract to which it or its predecessor was a Party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party, (b) the benefits of any credit support provided under this Contract as a result of a Credit Support Obligation fail to extend to the performance by such resulting, surviving or transferee entity of its obligations hereunder, or (c) the resulting entity’s creditworthiness is materially weaker than that of such Party immediately prior to such action.”

Add the following at the end before the “.” in the last sentence of Section 10.2:
“provided that no suspension of performance shall continue for more than ten (10) Days unless an Early Termination Date has been declared and the Defaulting Party given Notice thereof in accordance with Section 10.3.”

In Section 10.3.1:
(i) Replace the words "(whether or not then due)" with the words "(whether or not yet invoiced or due)” in the second line;

(ii) Insert the following: “(either firm or indicative)” after “physical gas trading markets” in the sixth line of the secon d paragraph of Section 10.3.1, and insert “any other information available to the Non-Defaulting Party, either internally or supplied to it by one or more third parties, including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data for the relevant markets”, before “all adjusted for the length of term…” in the sixth line of the second paragraph of Section 10.3.1.;

(iii) Add the following provision at the end of the second paragraph:

“In determining the Early Termination Damages, damages shall be attributable only to Terminated Transactions for Firm Gas transactions. The parties understand and appreciate that utilizing good faith and commercial ly reasonab le efforts, the Non - Defaulting Party should obtain quotes or other reliable third party information authorized under the terms of this Contract for the purposes of calculating the Net Settlement Amount(s), and that to the extent such information is receive d from such third parties such information is to be preferred and utilized over internal information and valuations.”;

(iv) Add the following as the third paragraph of Section 10.3.1. “Early Termination Damages Apply”:

“The Non-Defaulting Party shall also aggregate the costs that the Non-Defaulting Party incurs in liquidating and accelerating each Terminated Transaction, or otherwise settling obligations arising from the cancellation and termination of each Terminated Transaction, including brokerage fees, com missions, and other similar transaction costs and expenses reasonably incurred by the 151
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Non-Defaulting Party including costs associated with hedging its obligations, transaction costs associated with obtaining replacement suppliers or markets (e.g. brokerage fees, or other such payments), additional transportation costs, and like costs incurred in moving the replacement Gas to or from the Delivery Point, and reasonable attorneys’ fees and other reasonable litigation costs incurred in connection with enforcing its rights under this Contract (collectively “Costs”) and such Costs shall be due to the Non-Defaulting Party.”; and

(v) Adding the following provision as the fourth paragraph:

“The purpose of calculating the Market Value with respect to a Terminated Transaction shall be the determination of the amount that would be incurred or realized by the Non-Defaulting Party to replace or to provide the economic equivalent of the remaining payments or deliveries in respect of the Terminated Transaction.”.

Delete the words “and without prior Notice to the Defaulting Party” in the second sentence of Section 10.3.2 “Other Agreements Setoffs Apply”.

Add the following at the end of Section 10.3.2. “Other Agreements Setoffs Apply”:
“The obligations of the Non-Defaulting Party, the Non-Defaulting Party’s Affiliates, the Defaulting Party and the Defaulting Party’s Affiliates under this Contract or otherwise in respect of such amounts shall be deemed satisfied and discharged to the extent of any such Setoff. For this pur pose, the amounts subject to the Setoff may be converted at the applicable prevailing exchange rate into U.S. Dollars by the Non -Defaulting Party. The Non- Defaulting Party will give the Defaulting Party Notice of any Setoff effected under this section provided that failure to give such notice shall not affect the validity of the Setoff. Nothing in this paragraph shall be deemed to create a charge or other security interest. The rights provided by this Section are in addition to and not in limitation of a ny other right or remedy (including any right to Setoff, counterclaim, or otherwise withhold payment) to which a party may be entitled (whether by operation of law, contract or otherwise). “Setoff” as used herein means setoff, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the Non-Defaulting Party is entitled or subject to (whether arising under this Contract, another contract, applicable law or otherwise) that is exercised by, or imposed on, the Non-Defaulting Party.”

Section 10.4 is hereby amended by:

(i) Deleting the second sentence and replacing it with the following:

“The Notice shall include a written statement explainin g in reasonable detail the calculation of the Net Settlement Amount, and the reduction of such amount(s) by (a) the application of any margin, collateral or security by the Non- Defaulting Party against such Net Settlement Amount, or (b) any Setoffs allowed under the terms of this Contract (such adjusted amount after the exercise of rights under (a) or (b) being defined as the “Final Settlement Amount”)”;

(ii) Adding the following sentence after the insert in (i) above:

“The Non -Defaulting Party’s failure to give such Notice of the Net Settlement Amount/Final Settlement Amount calculations shall not affect the validity or enforceability of the liquidation and termination of the Terminated Transaction, or give rise to any claim by the Defaulting Party against the Non-Defaulting Party with respect to the Non- Defaulting Party becoming the Defaulting Party due to its failure to timely fulfill such obligation; however, such failure shall extend the start of the time period that the Defaulting Party may dispute the calculations as provided for in this Section 10.4.until such detailed Notice is appropriately given by the Non-Defaulting Party.”;

(iii) Replacing “second” in the sixth line with “fifth”;

(iv) Adding the following as Section 10.4.1.:

“10.4.1. Notwithstanding anything herein to the contrary, if the Non-Defaulting Party owes the Net Settlement Amount/Final Settlement Amount to the Defaulting Party, the Non-Defaulting Party shall not be required to pay to the Defaulting Party the Net Settlement Am ount/Final Settlement Amount, nor shall interest be owed on such amount, until (i) the Non -Defaulting Party receives confirmation satisfactory to it, in its reasonable discretion, that all other obligations of any kind whatsoever of the Defaulting Party to make any payments to the Non -Defaulting Party under this Contract and transactions hereunder, or under any other agreements between the parties, which are due and payable, have been paid (or netted, Setoff, recouped, or the like) in full; and (ii) the Defaulting Party executes a release in a form satisfactory to the Non -Defaulting Party that acts as the final resolution of the amounts due and owing as the Net Settlement Amount/Final Settlement Amount under the terms of this Contract and transactions hereunder. To the extent that either party believes that bankruptcy court approval of the release is required, the Non-Defaulting Party may withhold payment of the Net Settlement Amount/Final Settlement Amount until such time as appropriate court approval has been obtained and is final and non-appealable.”; and

(v) Adding the following as Section 10.4.2.:

“10.4.2. Notwithstanding anything set forth in the Contract, nothing shall in any manner preclude the Defaulting Party from disputing the Non-Defaulting Party’s calculation of the Net Settlement Amount or the Final Settlement Amount.

In the event the Defaulting Party disputes the calculation of the Net Settlement Amount/Final Settlement Amount, such 152
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party shall notify the other Non- Defaulting Party of such disput e within five (5) Business Days of the date the Non- Defaulting Party provides the Notice required under this Section 10.4 to the Defaulting Party; provided, further that as soon as commercially reasonable thereafter, the Defaulting Party shall provide a statement showing its calculation of the Net Settlement Amount/Final Settlement Amount. In the event of a dispute as to the Net Settlement Amount/Final Settlement Amount, the Defaulting Party shall, if applicable, within the time prescribed in Section 10.4, pay the undisputed amount of the Net Settlement Amount/Final Settlement Amount to the Non-Defaulting Party. If the parties have not been able to resolve their dispute within five (5) Business Days of receipt of Notice of such dispute, the parties shall be entitled to pursue their respective rights and remedies in a court of competent jurisdiction. Dur ing the five (5) Business Day period, the parties shall exchange, in addition to the detailed information otherwise required under the Contract supporting their initial Net Settlement Amount/Final Settlement Amount calculations, such other information, including quotations, that such party is utilizing to justify its position. Each party shall submit its detailed calculation of the Net Settlement Amo unt/Final Settlement Amount, as the same may be revised by the parties after the exchange of the information required hereunder.”

Delete Section 10.5 in its entirety and replace with the following:
“10.5 “Each party further represents and warrants to the other party that (i) this Base Contract and all transaction(s) governed by the Base Contract constitute "forward contracts" and/or “swap agreements” within the meaning of the United States Bankruptcy Code (the “Code”) ; (ii) it is a “forward contract merchant” within the meaning of the Code with respect to any transactions that constitute “forward contracts”; (iii) it is a “swap participant” within the meaning of the Code with respect to any transactions that constitute “swap agreements”; (iv) the Contract is a “master netting agreement for purposes of the Code; (v) it is a “master netting agreement participant” for purposes of the Code; (vi) all payments made or to be made on its behalf pursuant to the Contract, including the application by a party of any collateral or security to any amounts due and owing to such party, constitute "settlement payments" within the meaning of the Code; (vii) all transfers of collateral or security by it or on its behalf under the Contract constitute "margin payments" within the meaning of the Code; and (viii) its rights under Section 10, “Financial Responsibility”, of the Contract constitute a “contractual right to liquidate, terminate or accelerate” or “contractual right to liquidate, terminate, accelerate, or offset under a master netting agreement and across contracts” the transactions within the meaning of the Code. Each party further agrees that the other party is not a “utility” as such term is used in 11 U.S.C. Section 366, and each party agrees to waive and not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding involving such party. In addition, each party agrees that, for any Gas actually consumed (rather than resold) by such party, if Gas is not delivered pursuant to this Contract, the local gas distribution utility for such party is the provider of last resort and can supply such party ’s Gas consumption needs.”

Section 11. Force Majeure
In Section 11.2:
(i) Delete the “and” in front of “(v)”;
(ii) Insert the following before the period at the end of the first sente nce: “and (vi) the occurrence of a Regulatory Event. If a party declares an event of Force Majeure based upon the event described in (vi), the event of Force Majeure shall terminate upon the earlier to occur of (a) the time the declaring party provides Notice that there is no longer an event of Force Majeure; (b) the time a party liquidates and terminates the Affected Transaction(s) on the Early Termination Date in accordance with Section 3.6, or ( c) the expir ation of twenty (20) Business Days after the claiming party provides Notice of the event of Force Majeure, unless a Regulatory Event Notice to Terminate has been provided in accordance with Section 3.6.”; and

Add the following as Section 11.7:
“11.7 Without restricting the generality of the foregoing, if an event of Force Majeure occurs, the party affected may, in its sole discretion and without notice to the other party, determine not to make a claim of Force Majeure and to waive its rights hereunder as they would apply to such event.

Such determination or waiver shall not preclude the affected party from claiming Force Majeure in respect of any subsequent event, including any event that is substantially similar to the event in respect of which such determination or waiver is made.”

Add the following as Section 11.8:
“11.8 If an event of Force Majeure impairs or prevents Seller from delivering or Buyer from purchasing Gas under this Contract and such event of Force Majeure continues (i) for a continuous period of time greater than ninety (90) Days or (ii) for more than one hundred and eighty (180) cumulative Days during any calendar year, the party not claiming the event of Force Majeure may terminate and liquidate the transactions affected by such ev ent of Force Majeure utilizing the same methodology (including rights and remedies) set forth under Section 3.6 for terminating a nd liquidating Affected Transactions with respect to Regulatory Events. ”

Section 12. Term
Delete the second sentence and replace it with the following:
“The rights of either party pursuant to: (i) Section 7, (ii) Section 10, (iii) Section 13, (iv) Section 14, (v) Section 15, (vi) the obligations to make payment hereunder, and ( vii) the obligation of either party to indemnify the other pursuant hereto, shall survive the termination of the Base Contract or any transaction.”

Section 14. Market Disruption
Delete Section 14. and replace it with the following:
“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 153
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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 attempting to obtain, in good faith and from non-affiliated mar ket participants in the relevant market, at least four 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. Once the parties obtain the quotes, the following methodology shall be used to determine the replacement price for the Floating Price:
(i) if each party obtains four or more quotes, the arithmetic mean of the quotations, excluding the highest and lowest values, shall be utilized; (ii) if one party obtains four or more quotes and the other party obtains less than four, the highest and lowest values of all obtained quotes shall be excluded and the arithmetic mean of the remaining quotations shall be utilized; or (iii) if both parties obtain less than four quotes, the parties shall resort to the negotiation process set out in Section 15.16 to resolve the dispute with the quotes being only indicative of an illiquid market which shall allow both parties to utilize other industry information, including internal valuations to resolve the dispute. For purposes of the foregoing sentence, if more than one quotation is the same as another quotation, and such quotations are the highest and/or lowest values, only one of the quotations shall be excluded. "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 mar ket 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) 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 i ncreased by one and if the fourth decimal number is less than five, then the third decimal number shall remain unchanged.”

Section 15. Miscellaneous
Delete Section 15.3 in its entirety and replace with the following:
“15.3 No waiver of any breach of this Contract, or delay, failure or refusal to exercise or enforce any rights under this Contract, shall be held to be a waiver of any other or subsequent breach, or be construed as a waiver of any such right then existing or arising in the future.”

In second line of Section 15.10, add the following:
“or any financial information provided by a party under the terms of this Contract” after “the terms of any transaction”.

Add the following as Section 15.13:
“15.13 EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,

PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY

WAY RELATING TO THIS CONTRACT OR THE PERFORMANCE OR NONPERFORMANCE OF OBLIGATIONS ARISING UNDER OR IN CONNECTION WITH THIS CONTRACT.”

Add the following as Section 15.14:
“15.14 This Contract shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the manner in which this Contract was negotiated, prepared, drafted or executed.”

Add the following as Section 15.15:
“15.15 Each party will be deemed to represent to the other party each time a transaction is entered into that: (i) it is acting for its own acc ount, and it has made its own independent decisions to enter that transaction and as to whether that transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary; (ii) it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that transaction; it being understood that information and explana tions related to the terms and conditions of a transaction shall not be considered investment advice or a recommendation to enter into that transaction; (iii) no communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that transaction; (iv) it is capable of assessing the merits (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that transaction; (v) it is capable of assuming, and assumes, the risks of that transaction; and (vi) the other party is not acting as a fiduciary for, or an advisor to, it in respect of that transaction.”

Add the following as Section 15.16:
“15.16 Where the negotiation process is specifically prescribed to resolve a dispute under this Contract, the parties shall seek to resolve the dispute by negotiations between senior executives who have authority to settle the controversy. Either party may initiate this negotiation process by written Notice to the other party outlining that party’s position regarding the dispute (“Negotiation Notice”). The senior executives shall meet at a mutually acceptable time and place within fifteen (15) Business D ays after the date of the Negotiation Notice to exchange relevant information concerning the dispute and to attempt to resolve the dispute. If a senior executive intends to be accompanied at a meeting by an attorney, the other party ’s senior executive shall be given at least three Business Days’ Notice of such intention and may also be accompanied by an attorney. All negotiati ons are confidential and shall be treated as compromise and settlement negotiations under the Federal Rules of Evidence or any simi lar applicable rules of evidence. If the parties are unable to resolve the dispute after the meeting, either party may pursue it rights and remedies in a court of competent jurisdiction.”

Add the following as Section 15.17:
“15.17 WAIVER OF RIGHTS : SELLER AND BUYER (A) CERTIFY THAT THEY ARE NOT “CONSUMERS” WITHIN THE MEANING OF THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT, SUBCHAPTER E OF CHAPTER 17, SECTIONS 17.41 ET SEQ., AS AMENDED (THE “DTPA”), A LAW THAT GIVES CONSUMERS SPECIAL RIGHT S AND PROTECTIONS, AND (B) EACH WAIVES ITS RIGHTS UNDER THE DTPA. AFTER CONSULTATION WITH AN ATTORNEY OF ITS OWN SELECTION, EACH PARTY VOLUNTARILY CONSENTS TO THIS WAIVER. BY THIS PROVISION, EACH PARTY 154
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INTENDS TO WAIVE ANY RIGHT TO SUE UNDER THE DTPA FOR ANY CLAIM ARISING FROM OR RELATING IN ANY WAY

TO THIS CONTRACT, INCLUDING BUT NOT LIMITED TO THE NEGOTIATION, PERFORMANCE OR BREACH OF THE CONTRACT. THIS WAIVER IS IN ADDITION TO ANY OTHER DEFENSE THAT EITHER PARTY MAY HAVE TO A DTPA CLAIM, INCLUDING BUT NOT LIMITED TO A DEFENSE THAT THE PARTIES ARE NOT "CONSUMERS" WITHIN THE MEANING OF THE STATUTE OR THAT THE CLAIM IS SUBJECT TO THE EXEMPTIONS ENUMERATED IN THE STATUTE.”

[Signature page follows]

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CLEAN ENERGY RENEWABLE FUELS, LLC CITY OF CLOVIS
By:____________________________________________________ Name: Robert M. Vreeland
Title: Chief Financial Officer
By:____________________________________________________ Name: John Holt
Title: City Manager

[NAESB Special Provisions]
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Contract ID# 5243
TR

ANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
Date: , 2022
Transaction Confirmation #:

CLS001-TC02
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated ______________.

The terms of this Transaction Confirmation are binding upon execution by the parties.

SELLER:

City of Clovis
Attn: Paul Armendariz
Phone: 559-324-2649
BUYER:

Clean Energy Renewable Fuels, LLC
Attn
: Jen Komonchak
Phone: 949-437-1251
Base Contract No. CLS001
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, unde r 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 shall commence on the first (1st) day of the Delivery Period of Transaction Confirmation # CLS001-TC01, between the parties and dated ___________________, and shall end on the last day of the Delivery Period of Transaction Confirmation # CLS001-TC01, by and between Buyer and Seller.

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

MMBt us/day 0 MMBtus/day Minimum Up to __________
MMBtus/day.
 EFP 100 MM Btus/day Maximum
Performance Obligation: During every month of the Delivery Period of this Transaction Confirmation, Buyer will purchase, and Seller will be obligated to sell, Gas in identical corresponding volumes to Seller’s purchases of Biogas (as defined in Transaction Confirmation # CLS001-TC01) from Buyer under Transaction Confirmation # CLS001- TC01 during such month.

Delivery Point: The Delivery Point shall be Seller’s Pacific Gas and Electric Company (“PG&E”) meter interconnect at Seller’s California compressed natural gas (“CNG”) station listed in Exhibit A, which is attached ATTACHMENT 3
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hereto and incorporated herein by reference, at which point title to the Gas sold by Seller to Buyer under this Transaction Confirmation will transfer from Seller to Buyer.

Special Conditions:

1. Hierarchy and Governing Law. In the event of any inconsistency between the Base Contract and this Transaction Confirmation, this Transaction Confirmation shall govern.

Seller: City of Clovis Buyer: Clean Energy Renewable Fuels, LLC By: _______________________________ By: ______________________________

Name: John Holt Name: Robert M. Vreeland

Title: City Manager Title: Chief Financial Officer

Date: _______________________________ Date: ______________________________

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Contract ID# 5243

Exhibit A

CNG Station Location
Street Address City and State Local Distribution
Channel
155 North Sunnyside Avenue Clovis, CA PG&E

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Contract ID# 5242
T

RANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
Date: , 2022
Transaction Confirmation #:

CLS001-TC01
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated ______________.

The terms of this Transaction Confirmation are binding upon execution by the parties.

SELLER:

Clean Energy Renewable Fuels, LLC
A
ttn: Jen Komonchak
Phone: 949-437-1251
Base Contract No. CLS001
BUYER:

City of Clovis
A
ttn: Paul Armendariz
Phone: 559-324-2649
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 shall begin on the Start Date and end on the five-year (5) anniversary of the Start Date.

The “Start Date” shall be (a) within forty-five (45) days following the day this Transaction Confirmation is executed by Seller and Buyer, and (b) reasonably determined by Seller and stated in a written notice (email to suffice) provided by Seller to Buyer at least five (5) days in advance.

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

MMB tus/day 0 MMBtus/day Minimum Up to __________
MMBtus/day.
 EFP 100 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, Biogas in identical corresponding volumes to Seller’s purchases of Conventional Gas (as defined below) from Buyer under Transaction Confirmation # CLS001-TC02 (between the parties and dated ____________________) during such month.

The Variable Quantity shall be made up of Biogas. Buyer acknowledges that the delivered quantities of Biogas will ATTACHMENT 4
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fluctuate and agrees to receive all Biogas, up to the Max Daily Quantity. Seller shall be the exclusive provider of Biogas to Buyer at the Delivery Point during 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 which is equal to one- hundred percent (100%) 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 (as defined below) based on the invoices (which are related to the Delivery Point and the applicable rolling six (6) month) Buyer receives 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) one-hundred percent (100%) 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: The Delivery Point shall be Buyer’s Pacific Gas and Electric Company (“PG&E”) meter interconnect at Buyer’s California compressed natural gas (“CNG”) station listed in Exhibit A (“Station”), 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).).

“Brown Gas LCFS Credits” means LCFS Credits which are generated by Seller when Conventional Gas is dispensed from the Station as a Brown Gas Vehicle Fuel.

“Brown 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 Cal ifornia 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. 161
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“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 Biog as 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 re sponsible 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, r ulemaking 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 potential.

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“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 Biogas purchased from Seller hereunder into Vehicle Fuel which shall be distributed as Vehicle Fuel through Buyer’s Station. (b) When applicable, Buyer represents that it is not aware of any reason that would cause the Brown 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 for the prior month (when such prior month is during the term of this Transaction Confirmation) between the 10 th 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.

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 Biogas from Seller 163
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and use of such Biogas as a Vehicle Fuel in accordance with the requirements of the CARB for the creation and sale of LCFS Credits.
(b) Seller shall maintain records relevant to the production and purchase and sale of Biogas and transportation and distribution of the 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.
(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 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.

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 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 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.
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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 “Non- Defaulting 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. As used herein, “Biogas Supply Source” means a third party who sells Biogas to Seller which Seller sells to Buyer hereunder.

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 165
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Contract ID# 5242
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. 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.

Seller: Clean Energy Renewable Fuels, LLC Buyer: City of Clovis By: _______________________________ By: ______________________________

Name: Robert M. Vreeland Name: John Holt

Title: Chief Financial Officer Title: City Manager

Date: _______________________________ Date: ______________________________

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Contract ID# 5242

EXHIBIT A

CNG Station Location
Street Address City and State Local Distribution
Channel
155 North Sunnyside Avenue Clovis, CA PG&E
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EXHIBIT B
Payment Schedule
Calendar
Year
RNG
MMBtu
CI Number Used by Seller to
Determine Payment to Buyer.
(This CI Number is allocated at
the gas meter for the
determination of payment to
Buyer regardless of the actual
CI of the RNG supplied.)
LCFS Diesel
Compliance
Curve CI

Number of LCFS
Credits generated per
MMBtu of
Conventional Gas
(“Brown Gas Credit
Generation Rate”)

Number of 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 LCFS Credit
Generation Rate
Number of
RINs
generated per
RNG MMBtu
(“RIN
Generation
Rate”)
Buyer
Percentage of
RIN Credit
Generation
Rate
2022
1 48.00 90.41 0.00205680 0.02973267 60% 11.727 10%
2023
1 48.00 89.15 0.00097648 0.02973267 60% 11.727 10%
2024
1 48.00 87.89 0.00000000 0.02962883 60% 11.727 10%
2025
1 48.00 86.64 0.00000000 0.02855709 60% 11.727 10%
2026
1 48.00 85.38 0.00000000 0.02747676 60% 11.727 10%
2027
1 48.00 84.13 0.00000000 0.02640502 60% 11.727 10%

Terms and Conditions:

(1) Within thirty (30) 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 (11.727 x [(cumulative Gas MMBtus dispensed from the Station (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 thirty (30) 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:

(i) [LCFS Credits Resale Price] x
[(Brown Gas Credit Generation Rate) x (cumulative Gas MMBtus dispensed from the Station (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 )];

plus

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(ii) [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 Gas MMBtus dispensed from the Station (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) ]].

(3) The RIN Payment and the LCFS Payment shall collectively be referred to as the “Seller Payment ”. Specifically, and only, for the purposes of determining the Seller Payment, and subject to Buyer’s compliance with the Buyer Minimum Commitment and Section 2(a) of the Special Conditions, all Gas supplied to the Station 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 num ber 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.

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AGENDA ITEM NO. 10.
1 BIOGAS SUPPLY ADDENDUM

This Biogas Supply Addendum (this “ Addendum”) is made and entered into effective as of ______________________ (the “Effective Date”), by and between Clean Energy Renewable Fuels, LLC (“Seller”), a Delaware limited liability company and City of Clovis (“Buyer”).

WHEREAS Buyer and Seller are parties to that certain NAESB Base Contract for Sale and Purchase of Natural Gas dated _____________________________ (as amended, supplemented or modified by the parties from time to time) (the “Base Contract”); and

WHEREAS, the parties desire to set forth the additional terms and conditions related to Transaction Confirmations for the purchase and sale of Biogas whereby Buyer will be the party purchasing and receiving the Biogas and Seller will be the party selling and delivering the Biogas.

NOW, THEREFORE, in consideration of the premises and agreements set forth hereinafter, the sufficiency of such consideration being acknowledged by the parties, the parties hereby agree as follows:

ARTICLE I. DEFINITIONS AND INTERPRETATION

1.1 Definitions. The following terms when used herein will have the meanings set forth below. Capitalized terms used in this Addendum but not defined herein are as defined in the Base Contract.

“Addendum” has the meaning set forth in the preamble.

“Base Contract” has the meaning set forth in the preamble.

“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 Cellulosic Biofuel.

“Biogas Supply Source” has the meaning set forth in the applicable Transaction Confirmation.

“Calendar Quarter” means each individually the periods January 1 through March 31, April 1 through June 30, July 1 through September 30 and October 1 through December 31.

“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 C.F.R. § 80.1401 (2012)).

“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 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 Attributes ” means any and all attributes, including Lifecycle Greenhouse Gas Emissions, associated with the 170
AGENDA ITEM NO. 10.
2 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.

“Green Attribute Program ” means any federal, state or local program for Greenhouse Gas emission reductions that is established, certified, maintained, or recognized by any international, governmental (including U.N., U.S. federal, state, or local agencies), or non-governmental agency from time to time.

“Green Attribute Regulator” means the governmental agency responsible for the oversight and administration of the relevant Green Attribute Program.

“Green Premium” means the price premium per MMBtu of Biogas added to the market Gas price that may account for the generation of the Green Attributes.

“Greenhouse Gas” means carbon dioxide (CO
2), 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 .

“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.

“Lifecycle Greenhouse Gas Emissio ns” 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 .

“Project” means a Biogas production project which produces Biogas.

“Renewable Biogas” or “RNG” has the same meaning as Biogas.

“Renewable Identification Number (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).) .

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

ARTICLE II. SPECIFIC TERMS OF PURCHASE AND SALE

In addition to the terms and conditions set forth in the Base Contract, the following terms and conditions will govern the purchase and sale of Biogas.

2.1 Transaction Confirmation. A Transaction Confirmation will be entered into by the parties for each transaction in connection with this Addendum and will be governed by the provisions of this Addendum , together with the Base Contract.

Notwithstanding any provision of the Base Contract concerning transaction procedures, the parties agree that any Transaction Confirmation must be executed by both parties in order for the Transaction to be binding upon the parties.

2.2 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 Addendum (including pursuant to any audit of this Addendum and/or the Transaction Confirmation by a third party).

2.3 Indemnifications.

In addition to the indemnity obligations set forth in Section 8.3 of the Base Contract and notwithstanding any and all 171
AGENDA ITEM NO. 10.
3 limitations on damages set forth herein, Seller agrees to indemnify Buyer and save them harmless from all Claims arising out of any third- party claim from any and all persons, arising from or out of (i) all claims or losses of any kind and all persons arising from any Seller -provided falsehood, material inaccuracy or misleading statement or information in any supporting documentation, including, without limitation, registrations or any attestation related to RINs or LCFS Credits generation delivered under the Contract, (ii) Seller’s gross negligence or willful misconduct, or (iii) Seller’s breach of the Contract.

In addition to the indemnity obligations set forth in Section 8.3 of the Base Contract and notwithstanding any and all limitations on damages set forth herein, Buyer agrees to indemnify Seller and save them harmless from all Claims arising out of any third party claim based on (i) any Buyer -provided falsehoods, misrepresentations, material inaccuracies or misleading statement in any supporting documentation, including, without limitation, registrations or any attestation related to RINs or LCFS Credits, supplied by Buyer to Seller , (ii) Buyer’s gross negligence or willful misconduct , or (iii) Buyer’s breach of the Contract.

ARTICLE III. ARBITRATION

3.1 Any unresolved dispute arising out of or relating to this Contract, or the breach, termination or validity thereof, shall be finally settled in accordance with the American Arbitration Association (“AAA”) rules for commercial arbitration in effect on the date of this Addendum. The arbitrators shall be independent and selected by AAA. If the total amount in dispute is less than One Million US Dollars ($1,000,000) there shall be a single (1) arbitrator. If the total amount in di spute is One Million US Dollars ($1,000,000) or greater, there shall be three (3) arbitrators. The award of the arbitrators shall be accompanied by a reasoned opinion. The United States Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the arbitra tion clause in this Addendum. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be Orange County, California, and the language of the arbitration shall be English. Ex cept to the extent expressly provided in the Contract , the arbitrators are not empowered to award consequential, indirect, special, punitive or exemplary damages, and each Party hereby irrevocably waives any damages in excess of actual damages. Either Part y may apply to the arbitrators seeking injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any i nterim or provisional relief that is necessary to protect the rights or property of that Party, pending the establishment of the arbitral tribunal (or pending the arbitral tribunal’s determination of the merits of the controversy). The courts of the State of California shall have jurisdiction to hear any action to compel arbitration or any other judicial proceedings with respect to this Addendum.

ARTICLE IV. MISCELLANEOUS

5.1 Audit, Finality of Invoices. In addition to the audit provisions set forth in Section 5.1 of the Base Contract, the parties agree that the finality of all invoices and billings shall not apply to payments related to Green Attributes and the responsi ble party under the Contract shall continue to be responsible for such amounts.

5.2 A uthority to Execute. Each of the parties to this Addendum represents and warrants that, as of the Effective Date: (i) it has full and complete authority to enter into and perform this Addendum; (ii) the person who executes this Addendum on its behalf has full and complete authority to do so and is empowered to bind it thereby; and (iii) it is not insolvent and has not sought protection from its creditors under the United States Bankruptcy Code, or under any similar laws.

5.3 Miscellaneous. This Addendum may be executed in multiple counterparts, each of which will constitute an original and all of which together will constitute one and the same instrument. The headings and subheadings contained in this Addendum are used solely for convenience and shall not be used to construe or interpret the provisions of this Addendum. The language used in this Addendum is the product of both parties’ efforts and each party irrevocably waives the benefit of any rule of contract construction which disfavors the drafter of a contract or the drafter of specific language in a contract. In the event of any inconsistency between this Addendum, Transaction Confirmation and the Base Contract, the terms to govern shall be in the following priority: (i) Transaction Confirmation, (ii) Addendum, and (iii) Base Contract.

5.4 Survival of Terms . To the extent that this Addendum is terminated, the parties agree that any and all terms and conditions of this Addendum that are necessary to effectuate the parties’ rights and remedies as a result of an Event of Default will survive the termination of this Addendum until such time as the rights and remedies and all disputes related thereto are fully and finally resolved.

5.5 Governing Law. The law governing the Base Contract shall apply to this Addendum, except to the extent that the Green Attribute Regulator, together with regulations and decisions promulgated under such Green Attribute Program, are applicable to the purchase and sales of Biogas.

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AGENDA ITEM NO. 10.
4 5.6 Amendment to Base Contract.
(i) The following definition is added to Section 2 of the Base Contract:
“Contract Price” shall mean, as applicable, the quantity of Gas, or RINs, or LCFS Credits to be delivered and taken as agreed to by the parties in a transaction.

(ii) Section 10.2(viii) of the Base Contract is amended by deleting the word “second” and replacing it with the word “fifth.” In addition, the following shall be added before the period: “(vii) makes any material misrepresentation or material inaccuracy or misleading statement in any supporting documentation, including, without limitation, registrations or any attestation related to RIN or LCFS Credit generation based on Biogas purchased under this Contract which results in material liability being incurred by the other party which is not cured within thirty (30) Business Days or such longer period is required to cure such event if the party attempting such cure is utilizing commercially reasonable efforts to do so; (viii) commits any material fraudu lent act; or (ix) breach or fail to perform any other material obligation under this Contract (except to the extent such failure constitutes a separate Event of Default, and except for such party’s obligations to deliver or receive Firm Gas, Biogas, RINs o r LCFS Credits (the exclusive remedy for which is provided in Section 3)) if such failure is not remedied within thirty (30) Business Days after receipt of written Notice or such longer period is required to cure such event if the party attempting such cure is utilizing commercially reasonable efforts to do so.”

(iii) In Section 7.6, add the following at the end of the first sentence: “; provided, however, that such documents are not subject to any work product or attorney-client privilege protections”. In addition, add the following at the end of the next to last sentence before the “.”: “; provided, however, that the finality of all invoices and billings shall not apply to (i) Taxes, (ii) any adjustments made by Transporter(s) under the terms of its applicable tariff, or (iii) payments related to Green Attributes, RINs or LCFS Credits; and the responsible party under the Contract shall continue to be responsible for such amounts”.

(iv) In Section 15.10: (i) in the second line, add “or any financial information provided by a party under the terms of this Contract” after “the terms of any transaction” and (ii) in the third line add “Affiliates, auditors,” before “employees”.

IN WITNESS WHEREOF, and with the intent to be legally bound, the parties hereto have caused this Addendum to be executed by their duly authorized officers or representatives as of the Effective Date.

Seller: Clean Energy Renewable Fuels, LLC

Buyer: City of Clovis

By: _______________________________ By: ______________________________

Name: Robert M. Vreeland Name: John Holt

Title: Chief Financial Officer Title: City Manager

Date: _______________________________ Date: ______________________________

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Barstow Avenue, Clovis , CA from Darlene A. Millhollin and Janet Stockton, Co-Trustees of the Darlene A. Millhollin Trust , in the Amount of $3,403,000; and Approval – Authorize Staff to Develop an Agreement Memorializing a $1,701,500 Inter-Fund Loan from the Water Enterprise Fund to the Parks and Acquisition Developer Fund; and Approval – Res. 22-___, Amending the 2022 -2023 Water Enterprise and Water Developer Budgets to Allocate Funds in the Amount of $3,403,000 for Purchase of the Property.

ATTACHMENTS: 1. Location and Vicinity Map

2. Purchase Agreement and Joint Escrow Instructions

3. Resolution and Budget Amendment

CONFLICT OF INTEREST
None.

RECOMMENDATION

1. For the City Council to authorize the execution of a real property purchase and sale agreement for the property located at 8761 E. Barstow Avenue, Clovis, CA with Darlene A.

Millhollin and Janet Stockton, Co-Trustees of the Darlene A. Millhollin Trust , in the amount of $3,403,000; and

2. For the City Council to authorize staff to develop and execute an agreement memorializing a $1,701,500 inter-fund loan from the Water Enterprise Fund to the Parks and Acquisition Developer Fund (Parks); and

3. For the City Council to approve a resolution amending the 2022-2023 Water Enterprise and Water Developer budgets to allocate $3,403,000 to purchase the property.

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AGENDA ITEM NO. 11.

EXECUTIVE SUMMARY
Approval of this request would allow the City Manager to sign the agreement and execute the purchase of real property located at 8761 E. Barstow Avenue (APN 554-052-26), located in the southeast area of Barstow and Leonard Avenues . The property is bordered by the Enterprise Canal on the north, the Dog Creek on the south , and Agua Dulce on the west . The fair market value of the property was appraised at $ 3,403,000 and staff negotiated the property purchase at this price. The property would be used as a park site per the 2014 General Plan, with a water feature that would function as a recharge basin.

The purchase price of the property will be split proportionately between the Parks, Water Developer, and Water Enterprise Funds based on the planned development of the site . Staff evaluated the Water Developer and Water Enterprise Funds and determined there are adequate funds to pay for the property purchase. However, there are currently not sufficient funds in the Parks account to pay outright for its proportionate share. To finance the Parks portion of the purchase of the property, staff is recommending a $ 1,701,500 inter-fund loan from the Water Enterprise Fund to the Parks Fund. If approved, staff will work with the City Auditor and the City Attorney to formalize an agreement that will memorialize the terms of the loan. Once completed, staff will return to Council for consideration. Staff has evaluated and determined that the Water Enterprise Fund has an adequate fund balance to loan the Parks Fund the specified amount for a term not to exceed ten (10) years.

Staff is re questing Council to approve a resolution to amend the 2022 -2023 Water Enterprise and Water Developer budgets to account for the additional expenditures for the requested property purchase. The Water Enterprise and Water Developer Funds would pay the purchase price and escrow costs , and the Water Enterprise Fund would be repaid by the Parks Fund based on proportionate share.

BACKGROUND
Per Council authorization, staff negotiated for the potential property purchase at 8761 E. Barstow Avenue to be developed dually as a park and a recharge basin . Staff initially received authorization from Council to negotiate for the purchase of the property on August 1, 2022.

The 2014 General Plan designates the land use of the property at 8761 E. Barstow Avenue (APN 554 -052-26) as a future park. The purchase of this property will allow for the future development of the property as a park per the General Plan. In addition, the 2017 Water Master Plan Update plans for 80 acres of intentional recharge. Due to the loc ation of the property adjacent to the Enterprise Canal, which is used to convey the City’s surface water to the Surface Water Treatment Plant (SWTP), this property presents a unique opportunity for the City to meet multiple planning goals by developing thi s property as an open space park with an intentional recharge basin that serves as a water feature for the park.

Staff negotiated a purchase price based on the market valuation (appraisal) performed by James G. Palmer Appraisals, Inc. The appraisal valued the property at $3, 403,000 and staff provided an offer of $3,40 3,000 that was accepted by the seller. Staff believes the appraised value is 175
AGENDA ITEM NO. 11.
warranted for the reasons listed above. Execution of the proposed agreement will allow the City to open an escrow account and complete the property purchase transaction.

FISCAL IMPACT
The purchase price of the property is $3,40 3,000. There will be some minor incidental costs in escrow; however, those costs are unknown at this time. Staff expects the costs to be less than $5,000 and will be paid from existing department budget authorizations. Funds will be budgeted for this property purchase in the Water Enterprise and Water Developer accounts as per the attached Budget Amendment (Attachment 3). There will be no fiscal impact to the General Fund and the Water Enterprise account has available funding to cover the initial property purchase.

The Parks and Water Developer Funds will be responsible to cover their proportionate share of the property purchase. The Parks proportionate share is 50% of the purchase price , which is $1,701,500. The Water Developer share is $1,276,125, and the remaining share of $425,375 is the responsibility of the Water Enterprise Fund. Currently, there are not sufficient funds in Parks to pay for the ir portion of the property outright. Staff is recommending utilizing a loan from the Water Fund to finance the purchase, with future development impact fees paying down the loan.

The loan will be paid back potentially with interest based on the City’s current LAIF rate (currently

1.35%).

REASON FOR RECOMMENDATION
Acquisition of the property would provide a site to develop a City park as designated in the 2014 General Plan. In addition, the location of the site allows a unique opportunity to develop an intentional recharge basin on this site that would double as a water feature for the park.

ACTIONS FOLLOWING APPROVAL

1. The City Mana ger will execute the property purchase agreement and all other necessary documents to close escrow.

2. Funds will be appropriated in the City of Clovis 2022 -2023 Water Enterprise and Water Developer budgets for purchase of the property as specified in the at tached Budget Amendment (Attachment 3).

3. Staff will work with the City Auditor and the City Attorney’s office to formalize an agreement that will memorialize the terms of the loan between the Water Enterprise Fund and the Parks Fund. Once completed, staff will return to council for consideration.

Prepared by: Scott Redelfs, Public Utilities Director

Reviewed by: City Manager AH

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Willow
Peach
Clovis
Sunnyside
Fowler
Armstrong
Temperance
Locan
De Wolf
Shepherd
Teague
Nees
Alluvial
Herndon
Sierra
Bullard
Barstow
Shaw
Gettysburg
Ashlan
Dakota
Leonard
Highland
Minnewawa
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CITY LIMITS SPHERE OF INFLUENCE

VICINITY MAP
PUD - 8761 Barstow Avenue Property Purchase
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ATTACHMENT 2
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ORDER NO. : 1411025440

EXHIBIT A
The land referred to is situated in the County of Fresno, City of Clovis, State of California, and is described as follows:

Parcel A of Parcel Map 2020-05 according to the map thereof filed for record December 18, 2020 in Book 76 of Parcel Maps at pages 44 through 47, inclusive, Fresno County Records APN: 554-052-26
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ATTACHMENT 3
RESOLUTION NO. 22-

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVIS

APPROVING AN AMENDMENT TO THE ANNUAL BUDGET FOR
FISCAL YEAR 2022-2023

WHEREAS, the City Council adopted the 2022-2023 Budget on June 13, 2022; and

WHEREAS, the City Council is amending the 20 22-2023 Budget to include Water Enterprise and Water Developer expenditures to purchase property associated with a 2014 City of Clovis General Plan Park Site; and

WHEREAS, the expenditures were not included in the 2022-2023 Budget.

NOW, THEREFORE BE IT RESOLVED , the City of Clovis approves the budget amendment as shown in the “Summary of Expenditures by Department” and “Summary of Expenditures by Fund,” attached as Attachment A.

* * * * *

The foregoing Resolution was introduced and adopted at a regular meeting of the City Council of the City of Clovis held on December 5, 2022, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

DATED: December 5, 2022

Mayor City Clerk

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ATTACHMENT A

SUMMARY OF EXPENDITURES BY DEPARTMENT
Department
Public Utilities Department
Water Enterprise $2,126,875.00
Total $2,126,875.00

Planning and Development Services
Water Developer $1,276,125.00
Total $1,276,125.00

SUMMARY OF EXPENDITURES BY FUND
Fund
Water Enterprise $2,126,875.00
Water Developer $1,276,125.00
Total $3,403,000.00

NET GENERAL FUND SUPPORT
Total $0

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TO: Mayor and City Council
FROM: Public Utilities Department
DATE: December 5, 2022
SUBJECT: Public Utilities – Approval – Authorize the Execution of a Real Property Purchase and Sale Agreement to Acquire Property Located at 1589/1599 Menlo Avenue, Clovis, CA from Janet Stockton in the Amount of $796,000; and Approval – Authorize the Execution of a Land Lease Agreement with Janet Stockton for Property Located at 1589/1599 Menlo Avenue, Clovis, CA; and Approval – Res. 22-___, Amending the 2022- 2023 Water, Sewer , and Refuse Enterprise Budgets to Allocate $796,000 for Purchase of the Property.

ATTACHMENTS: 1. Location and Vicinity Map

2. Purchase Agreement, Joint Escrow Instructions , and Land Lease Agreement

3. Resolution and Budget Amendment

CONFLICT OF INTEREST
None

RECOMMENDATION

1. For the City Council to authorize the execution of a real property purchase and sale agreement for the property located at 1589/1599 Menlo Avenue, Clovis , CA with Janet Stockton in the amount of $796,000;

2. For the City Council to authorize the execution of a land lease agreement and all other necessary documents with Janet Stockton for property located at 1589/1599 Menlo Avenue, Clovis, CA; and

3. For the City Council to approve a Resolution amending the 2022 -2023 Water, Sewer, and Refuse Enterprise budgets to allocate $796,000 to purchase the property.

EXECUTIVE SUMMARY
Approval of this request would allow the City Manager to sign the agreement and execute the purchase of real property located at 1589/1599 Menlo Avenue (APN 491-140-30S), adjacent to 189
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the southeast portion of the City of Clovis Corporation Yard. The fair market value of the property was appraised at $796,000 and staff negotiated the property purchase at this price.

The purchase of this property will allow for the necessary expansion of the City of Clovis Corporation Yard as operations continue to grow. The Public Utilities Department will be able to fully utilize the property at the expiration of the land lease agreement with Janet Stockton, which will occur on October 31, 2030 . This property would be utilized to expand future City of Clovis maintenance operations to alleviate congestion at the Corporation Yard and would provide for additional needed space for the growing Water, Sewer, and Refuse operations. The site also includes access onto Menlo Avenue for ingress and egress of City vehicles.

Approval of this request would also authorize the City Manager to sign a land lease agreement with the current owner of the property. The land lease agreement would allow Ms. Janet Stockton to lease the property until October 2030 , when it is anticipated t hat the City would need the additional spac e. The land lease agreement is a no -fee agreement included as part of the negotiated property purchase. It is important to secure the property now due to the importance of the location adjacent to the City of Clov is Corporation and the long -term benefit to City operations.

Staff is requesting Council approve a resolution to amend the 2022 -2023 Water, Sewer, and Refuse budgets to account for the additional expenditures for the requested property purchase.

The three Enterprise funds of Water, Sewer, and Refuse would each fund one-third (1/3) of the purchase price and escrow costs due to the projected use of the new facility. Other operational sections could also use the new facility and lease the space accordingly.

BACKGROUND
Per Council authorization, staff negotiated for the potential property purchase at 1589/1599 Menlo Avenue for the expansion of maintenance and operations of the Public Utilities Department. The addition of this property would provide the Public Utilities Department with additional space to locate a portion of operations and maintenance staff, vehicles, and storage.

The property has existing warehouse space that will be very beneficial in the future. Staff initially received authorization from Council to negotiate for the purchase of the property on August 1, 2022.

The Corporation Yard will become increasingly limited in space as the city continues to grow at a rapid pace. It is necessary th at the Public Utilities Department continues to find additional space to house maintenance staff, vehicles, and operational materials. The Public Utilities Department has also been looking for a site to potentially operate future shredding and recycling events and an area that could be used as an additional sandbag pick-up location for City of Clovis residents. The existing Corporation Yard was not designed with ease of public access or public convenience in mind. This site will provide more convenient access for the public.

The site consists of slightly more than three-quarters (0. 85) of an acre of land and has approximately 7,950 square f eet of building. The building improvements are divided into approximately 6,000 square feet of steel framed warehouse space and approximately 1,950 square feet of wood framed office space. The warehouse will be used for operations and storage, 190
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as the warehouse facilities in the Corporation Yard are being used near their maximum limits.

The office spaces would be used for staff as needed for effective operations.

Staff negotiated a purchase price based on the market valuation (appraisal) performed by James G. Palmer Appraisals, Inc. The appraisal valued the property at $796,000 and staff provided an offer of $796,000 that was accepted by the seller. A condition of the sale includes entering into a land lease agreement with the seller that will allow her to continue using the property until October 2030, when it is anticipated that the City would need the additional space. Staff believes the appraised value and the negotiated lease agreement is warranted for the following reasons:
1) As opposed to a negotiated option to purchase the property at the end of an 8-10 year period, this arrangement allows the City the certainty of concluding the purchase of the property now so that the acquisition is complete. This is preferred over an option agreement that would not allow for the sale to be complete for many years and likely at a higher price. 2) The location adjacent to the Corporation Yard allows future staff to fully utilize the site in conjunction with existing operations at the Corporation Yard . 3) The site fronts Menlo Avenue, giving the Public Utilities Department a much-needed access point for ingress and egress . 4) As the city continues to develop and grow, the Public Utilities Department needs to grow with it to continue providing the exceptional service that City of Clovis residents expect. The addition of this property will allow for additional storage, parking, and housing of staff to meet expectations. Execution of the proposed agreement will allow the City to open an escrow account and complete the property purchase transaction.

The site would primarily be used for Water, Sewer, and Refuse operations. Other o perations may be located at the new facility and would fund their portion of office and ground space as appropriate. Enterprise funds are available for purchase of this property. Each Enterprise fund will share in one-third of the costs to purchase the property. A budget amendment for the Water, Sewer, and Refuse funds will need to be done to allocate the expenditures for their share of the property purchase.

FISCAL IMPACT
The purchase price of the property is $7 96,000. There will be some minor incidental costs in escrow; however, those costs are unknown at this time. Staff expects the costs to be less than $5,000 and will be paid from existing department budget authorizations. Funds will be budgeted for this proper ty purchase in the Water , Sewer, and Refuse Enterprise accounts as per the attached budget amendment (Attachment 3). There will be no fiscal impact to the General Fund and all three Enterprise accounts have available funding to cover their share of the pro perty purchase. Each of the three Enterprise funds will pay one -third of the purchase price, which is $265,334 per fund.

REASON FOR RECOMMENDATION
Acquisition of the property would provide the additional area needed for future growth of the Public Utilities Department. The property is in an ideal location and will be used to house staff, provide parking for future growth , provide a convenient location for public interaction, and provide for additional operational area and storage.

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ACTIONS FOLLOWING APPROVAL

1. The City Manager will execute the property purchase agreement, land lease agreement, and all other necessary documents to close escrow.

2. Funds will be appropriated in the City of Clovis 2022 -2023 Water, Sewer, and Refuse Enterprise budgets for purchase of the property , as specified in the attached budget amendment (Attachment 3).

Prepared by: Scott Redelfs, Public Utilities Director

Reviewed by: City Manager AH
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ORDER NO. : 1411025439

EXHIBIT A
The land referred to is situated in the County of Fresno, City of Clovis, State of California, and is described as follows:

The East 112 feet of that portion of the North half of the Southeast quarter of the Southwest quarter of the Northeast quarter of Section 4, Township 13 South, Range 21 East, Mount Diablo Base and Meridian, according to the U.S. Government Survey thereof lying South of a line running in an Easterly and Westerly direction, said line beginning 626.35 feet North of the Southwest corner of said Northeast quarter of said Section 4 and running Easterly to a point 644.24 feet North of the Southeast quarter of the Southwest quarter of said Northeast quarter.

Except the Southerly 30 feet thereof.

EXCEPTING THEREFROM, however, an undivided 1/2 interest in and all oil, gas, petroleum, naptha and other hydrocarbon substances and minerals of whatsoever king and nature in, upon or beneath the property hereinabove described, together with all easements and rights necessary or convenient for the production storage and transportation thereof, and the exploration and testing of the said real property, and also the right to drill for, produce and use water from said real property in connection with drilling or mining operations thereon, an reserved in a deed from Aram Marzoian, to Carl A. Poison and wife, dated January 15, 1945, and recorded February 3, 1945, as Document No. 4877, in Book 2228, Page 277, of Official Records.

APN: 491-140-30
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EXHIBIT B
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ORDER NO. : 1411025439

EXHIBIT A
The land referred to is situated in the County of Fresno, City of Clovis, State of California, and is described as follows:

Except the Southerly 30 feet thereof.

APN: 491-140-30
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Office Warehouse Property 1589 Menlo Avenue - Clovis June 2022 - (9707A) Page - 1 - Executive Summary PROPERTY DESCRIPTION Property Name Office Warehouse Property Address 1589 Menlo Avenue City, State, Zip Clovis, California 93611 County Fresno MSA Fresno Property Type Industrial Site Description Site Area 36,960 SF Road Frontage (LF) 132’ NS Menlo Avenue Orientation Internal Shape Rectangular Zoning M-2 Description Heavy Manufacturing Flood Zone Zone X – FEMA #06019C1585H Improvement Description Building Area 7,952 SF Year Built 1990 Quality Average Condition Average Market Class Class “C” Construction Type Steel Frame / Aluminum Real Estate Tax Data Assessor Parcel Number(s) 491-140-30S Total Assessed Value $412,754.00 Real Estate Taxes $ 4,983.72 MARKET BOUNDARIES North Herndon Avenue South Barstow Avenue East Fowler Avenue West Clovis Avenue HIGHEST & BEST USE Land as Vacant Industrial Property as Improved Current Use PROPERTY VALUATION Valuation Type Fee Simple Sales Comparison Approach $ 796,000 Cost Approach Not Applicable Income Capitalization Approach $ 769,000 Final Value Opinion $ 796,000 APPRAISAL DATES Report Date June 07, 2022 Date of Inspection May 20, 2022 Date of Valuation May 20, 2022 Exposure Time 12 Months 213
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ATTACHMENT 3
RESOLUTION NO. 22-

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CLOVIS

APPROVING AN AMENDMENT TO THE ANNUAL BUDGET FOR
FISCAL YEAR 2022-2023

WHEREAS, the City Council adopted the 2022-2023 Budget on June 13, 2022; and

WHEREAS, the City Council is amending the 20 22-2023 Budget to include Water , Sewer, and Refuse expenditures to purchase property associated with City of Clovis maintenance operations and other beneficial uses; and

WHEREAS, the expenditures were not included in the 2022-2023 Budget.

* * * * *

The foregoing Resolution was introduced and adopted at a regular meeting of the City Council of the City of Clovis held on December 5, 2022, by the following vote, to wit:

AYES:

NOES:

ABSENT:

ABSTAIN:

DATED: December 5, 2022

Mayor City Clerk

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ATTACHMENT A

SUMMARY OF EXPENDITURES BY DEPARTMENT
Department
Public Utilities Department $796,000.00
Water $265,333.33
Sewer $265,333.33
Refuse $265,333.34
Total $796,000.00

SUMMARY OF EXPENDITURES BY FUND
Fund
Water $265,333.33
Sewer $265,333.33
Refuse $265,333.34
Total $796,000.00

NET GENERAL FUND SUPPORT
Total $0

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TO: Mayor and City Council
FROM: General Services
DATE: December 5, 2022
SUBJECT: Consider Approval – First Amendment to City Manager Employment Agreement.

Staff: Shonna Halterman, General Services Director
Recommendation: Approve
ATTACHMENTS: 1. City Manager Employment Agreement dated November 1, 2021

2. First Amendment to City Manager Employment Agreement

CONFLICT OF INTEREST
None.

RECOMMENDATION
For City Council to approve the First Amendment to City Manager Employment Agreement (Attachment 2), which sets forth the terms and conditions of the employment of John Holt as City Manager, effective January 1, 2022, through December 31, 2024.

EXECUTIVE SUMMARY
The City Council appointed John Holt as the City Manager effective January 1, 2022, and approved an employment agreement which sets forth the terms and conditions of that appointment (Attachment 1). The Council originally set the City Manager’s ann ual salary at Step 1 of the City Manager’s salary schedule that was in effect on January 1, 2022. Approving this First Amendment will place the City Manager at Step 2 of the salary schedule effective as of January 1, 2023 (Attachment 2), with a monthly sa lary of $21,112, and $253,344 annual salary.

BACKGROUND
The City Council appointed John Holt as the City Manager effective January 1, 2022, and approved an employment agreement which sets forth the terms and conditions of that appointment.

City salary schedules provide for 5 steps, with 5% increases from one step to the next . New City employees who perform according to City standards are eligible to receive annual step 217
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increases based on performance until they have reached the highest step. After recently evaluating the City Manager’s performance, the City Manager and Council are authorized to agree to an amendment to the Employment Agreement for a salary step increase to Step 2 of the current City Manager salary schedule , which amounts to a 5% increase to the current salary. Below is an excerpt of the City Manager’s monthly salary from the Management Salary Schedule as approved by Council on August 1, 2022.

Position Step 1 Step 2 Step 3 Step 4 Step 5
City Manager 20,116 21,122 22,178 23,287 24,451

It should be noted that since the approval of the City Manager Employment Agreement on November 1, 2021, the City Council approved changes to the salary schedule on July 5, 2022, and on August 1, 2022, which resulted in increases to the steps on the City Manager salary schedule. Step 2 of the current City Manager salary schedule is $21,112 monthly, and $253,344 annually. If the First Amendment is approved, Mr. Holt will begin receiving this salary effective as of January 1, 2023. In accordance with the Employment Agreement, Mr. Holt shall also be entitled to receive cost of living adjustments made applicable to all executive management employees, including those that may become effective in fiscal years 2023/2024.

FISCAL IMPACT
There are sufficient funds available in the Administration budget to accommodate the step increase. The salary increase from Step 1 to Step 2 for the City Manager position is $12,072 per year.

REASON FOR RECOMMENDATION
City Manager employment agreements and amendments require approval by the City Council in open session.

ACTIONS FOLLOWING APPROVAL
The First Amendment will be executed by all parties and a personnel action form will be prepared consistent with the terms of the Employment Agreement as amended.

Prepared by: Shonna Halterman, General Services Director

Reviewed by: City Manager AH
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

CITY MANAGER, CITY OF CLOVIS

This First Amendment to Employment Agreement (“First Amendment”) is entered into effective January 1, 2023, between the City of Clovis (“City”) and John Holt (“Holt”), with respect to the following Recitals, which are a substantive part of this Agreement:

RECITALS

A. City and Holt entered into a City Manager Employment Agreement on November 1, 2021, effective January 1, 2022, (“Agreement”), under which City placed Holt at Step 1 of the City Manager’s salary schedule.

B. The City Council approved subsequent changes to the City Manager salary schedule on July 5, 2022, and August 1, 2022, which resulted in increases to the steps on the salary schedule.

C. City desires to place Holt on Step 2 of the current City Manager’s salary schedule, which is a monthly salary of $21,112, and an annual salary of $253,344.

NOW, THEREFORE, City and Holt agree as follows:

AGREEMENT

1. Section 3 of the Agreement is amended to read as follows:

3. Salary. Holt shall be placed on Step 2 of the City Manager’s salary schedule, effective as of January 1, 2023. Holt shall not be entitled to receive any step increases but will be entitled to cost of living adjustments made applicable to all executive management employees. Following Holt’s December performance evaluation as addressed in Section 5 herein, City and Holt may mutually agree to a contract amendment implementing a salary step increase.

2. Except as expressly set forth herein, all other terms of the Agreement shall remain unchanged and in full force and effect, and the Agreement shall be interpreted to give full force and effect to this First Amendment.

CITY OF CLOVIS CITY MANAGER

By: _______________________________ By: _________________________ Jose Flores, Mayor John Holt

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ATTACHMENT 2
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Clovis City CouncilDecember 5, 2022

Clovis City Council
December 5, 2022