Clean Energy Agreement – Fourth Amendment
PROFESSIONAL SERVICES AGREEMENT
FOURTH AMENDMENT
This Fourth Amendment (“Fourth Amendment”) to the Professional Services Agreement by and between City of Commerce, a Municipal Corporation (“City”) and Clean Energy, a California corporation (“CE”), dated as of July 6, 2010 (as further amended, modified or supplemented from time to time, the “Agreement”) is made and executed, by and between City and CE, to be effective as of September 9, 2025 (“Fourth Amendment Effective Date”).
City and CE are, from time to time, referred to herein collectively as the “Parties”.
Capitalized terms used, but not defined herein shall have the meaning ascribed to such term in the Agreement.
RECITALS:
A. City and Consultant previously entered into a professional services agreement dated July 6, 2010, for services related to supplying liquefied natural gas, operational services, training, and maintenance services for the City of Commerce liquefied natural gas and compressed natural gas (LNG/CNG) fueling station (“Master Agreement”); and
B. The parties subsequently amended the Master Agreement. The First Amendment was approved on December 4, 2012.
C. The Second Amendment was approved on August 27, 2019.
D. The Third Amendment was approved on April 7, 2020.
E. The City and Consultant desire to amend the Master Agreement as set forth herein.
AMENDMENTS:
NOW, THEREFORE, City and Consultant agree as follows:
1. The scope and fee set forth in the Master Agreement are updated and expanded as outlined in this Fourth Amendment and incorporated by reference.
2. Amendment to Section 1- Scope of Services and Schedule of Performance.
Section 1 is hereby amended by replacing the hourly maintenance fees in the Clean Energy Agreement – Fourth Amendment
Pricing section in Appendix C with the following rates and adding the following language below the rates:
$120 per hour (Monday-Friday, 8:00 am- 5:00 pm)
$185 per hour (all other times and days)
Beginning September 1, 2026 and on each January 1st thereafter during the Term of this Agreement, the Labor Rates above shall be increased by the change in the United States Bureau of Labor Consumer Price Index All Items, for All Urban Consumers, Los Angeles-Long Beach-Anaheim, California (1982-1984=100), as published by the United States Department of Labor, Bureau of Labor Statistics, from the Fourth Amendment Effective Date for the first adjustment, or the date of the last adjustment for each subsequent adjustment, through the date of the current adjustment.
3. Amendment to Section 3- Term of the Agreement. Section 3 is hereby deleted in its entirety and replaced with the following:
“The City elects to exercise its final three (3) year extension term. This agreement can be extended for an additional three (3) years by mutual agreement between both parties via written notice. Beginning on the effective date of the applicable extension term and on each one year anniversary thereof, the per LNG gallon delivery price of $0.549 (as previously increased under prior extensions) shall be increased by the change in the United States Bureau of Labor Statistics Consumer Price Index All Items, for All Urban Consumers, Los Angeles-Anaheim-Riverside, California (1982-84=100), from the Effective Date of this Agreement for the first such adjustment, or the date of the last adjustment for each subsequent adjustment. The initial term and any extension term are referred to herein as the “Term.”
4. Terms and Conditions of the Agreement. Other than as expressly set forth in this Fourth Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect and shall apply to this Fourth Amendment; provided that to the extent there is a conflict between the terms of this Fourth Amendment and the terms of the Agreement, the terms of this Fourth Amendment shall control to the extent of such conflict.
5. Governing Law. This Fourth Amendment shall be governed by and construed, interpreted, and enforced in accordance with the laws of the State of California, not including choice of law rules and principles.
6. Counterparts. This Fourth Amendment may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one and the same agreement. Signatures to this Fourth Clean Energy Agreement – Fourth Amendment
Amendment transmitted by facsimile, email, portable document format (or .pdf) or by any other electronic means intended to preserve the original graphic and pictorial appearance of this Fourth Amendment shall have the same effect as the physical delivery of the paper document bearing original signature.
Electronic Signatures. Each Party agrees that this Fourth Amendment and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Fourth Amendment or such other documents are the same as handwritten signatures for all purposes.
7. Except as expressly amended herein, all of the terms and conditions of the Master Agreement shall remain in full force and effect and are ratified by each Party. The Master Agreement, First Amendment, the Second Amendment, Third Amendment, and this Fourth Amendment contain the entire contract of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. The parties agree that if any provisions of this Fourth Amendment conflict with the Master Agreement, then the provisions of this Fourth Amendment shall prevail. If any portion of this Fourth Amendment is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, for good and valuable consideration, the receipt and sufficiency of which is acknowledged by both City and Consultant, City and Consultant have executed this Fourth Amendment to the Master Agreement as of the date first above written.
Clean Energy Agreement – Fourth Amendment
City: City of Commerce
Signature: _________________________
Name: Ivan Altamirano
Title: Mayor
Date: _________________________
Attest:
Signature: __________________________
Name: Lena Shumway
Title: City Clerk
Date: __________________________
Approved as to Form:
Signature: __________________________
Name: Noel Tapia
Title: City Attorney
Date: __________________________
Clean Energy Fuels
Signature: ___________________________
Name: ___________________________
Title: ___________________________
Date: ___________________________