Amendments 1 - 2 & Agmt - Clean Energy Corp. & Clean Energy Renewable Fuels, LLC — Redondo Beach City Council, February 18, 2025

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A THIS FORM IS NOT TO BE DUPLICATED A
RECORDING REQUESTED BY:
18059126

PUBLIC WORKS DEPARTMENTVT

ENGINEERING SERVICES DIVISION
CI5YOF REDONDO EDOBFACH BEACH IMMONUMNII
415
WHEN
PUBLIC

DIAMOND

RECORDED
WORKS
BEACH,
STRET

DEPARTMENT
MAIL

CALIFORNIA
TO:
90277

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ENGINEERING SERVICES DIVISION

CITY OF REDONDO BEACH
415 DIAMOND STREET
REDONDO BEACH, CALIFORNIA 90277

SPACE ABOVE THIS LINE RESERVED FOR RECORDERS USE

CITY OF REDONDO BEACH

PUBLIC WORKS DEPARTMENT

ENGINEERING SERVICES DIVISION

NOTICE OF COMPLETION
NOTICE IS HEREBY GIVEN:

1. The City of Redondo Beach is the Owner of that certain public improvement known as the Compressed Natural Gas Fueling Station Replacement- Construction Project, Project No. 20670.

2. Owners address is 415 Diamond Street, Redondo Beach, California 90277.

3. Work was completed on the said public improvement and was accepted by the City on March 17, 2020,

4. The Contractor on said job was Clean Energy of Dallas, Texas per contract dated February 20, 2018.

Kindly refer to Mr. Robert Vreeland on all matters relating to said contract.

5. The property on which said work of improvement was completed is in the City of Redondo Beach, County of Los Angeles, State of California and is described as the Compressed Natural Gas Fueling Station Replacement- Construction Project, Project No. 20670, located at the City of Redondo Beach Public Works Corporate Yard, 531 North Gertruda Avenue.

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3 l?(
04 Dated Andrew S. Winjef ity Engineer

VERIFICATION
The undersigned says: I am the City Engineer of the City of Redondo Beach, California, the Declarant of the foregoing Notice of Completion, that said City being the owner of the aforesaid interest or estate in the property described in the foregoing notice; that I have read the same and know the contents thereof, and the same is true to my own knowledge. I declare under penalty of perjury that the foregoing is true and correct.
540/ 207,0 ii?W
Dated Andrew S. Winje city Engineer
City of Redondo Beach, California
DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6C01CD8EOD4F

SECOND AMENDMENT TO THE AGREEMENT FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH AND CLEAN ENERGY
This Second Amendment (" Second Amendment") to the Agreement for Consulting Services between the City of Redondo Beach, a chartered municipal corporation (" City") and Clean Energy, a California corporation (" Consultant") ( collectively, the " Parties") is hereby entered into as of April 21, 2020 (" Effective Date").

A. Whereas, on February 20, 2018, City and Consultant entered into an agreement for Consultant to design, build, and maintain a " turnkey" Compressed Natural Gas (" CNG") fueling facility (" Agreement");
B. Whereas, on September 3, 2019, City and Consultant entered into a First Amendment to the Agreement to adjust the schedule and extend the term, approve a change order for additional services and a change order for bond premiums, increase the compensation to pay for the additional services and bond premiums, and enter into certain other agreements for the supply of renewable natural gas at the CNG station and for the supply of CNG at fueling sites other than the CNG station to be constructed by Consultant pursuant to the Agreement;
C. Whereas, for the supply of renewable natural gas at the CNG station, the City and Consultant' s affiliate, Clean Energy Renewable Fuels, LLC (" CERF"), entered into Transaction Confirmation Number RED001- TC01 (" Attachment 4(A)") (the " TC"); D. Whereas, Section 2( a) of Attachment 4( A) of the First Amendment provides that the City shall provide Consultant 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 the Transaction Confirmation between the 10th and 20th day of each month; E. Whereas, Section 2( c) of Attachment 4( A) provides that the City shall sign periodic attestations regarding the use of the Biogas sold hereunder as a Vehicle Fuel and on at least a quarterly basis, and at any other time requested by Consultant, City shall provide Consultant with attestations executed by an authorized officer of City which indicate that the volume of Conventional Gas and Biogas ( as applicable) delivered to the Station is consumed as a Vehicle Fuel; and
F. Whereas, the Parties now desire to amend the Agreement to incorporate the Southern California Gas Company Authorization to Receive Customer Information or Act on a Customer's Behalf to allow Consultant to request and receive billing records, billing history and all meter usage data used for bill calculation for the City' s account as required by Section 2( a) of Attachment 4( A), and incorporate the CNG Dispenser Affidavit to provide the attestations as required by Sections 2( a) and 2( c) of Attachment4( A).

NOW, THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:

DocuSign Envelope ID: 6DD40308- 4589- 4A06- 9D78- 6C01CD8EOD4F Section 1. The Agreement is hereby revised to incorporate the Authorization to Receive Customer Information or Act on a Customer' s Behalf form dated April 21, 2020 Authorization") and attached hereto as Exhibit B to Attachment No. 4( A). Pursuant to the Authorization, Consultant is authorized to request and receive billing records, billing history and all meter usage data used for bill calculation for the City' s account as described in Exhibit B to Attachment No. 4( A).

Section 2. The Agreement is hereby revised to incorporate the CNG Dispenser Affidavit dated April 21, 2020 and attached hereto as Exhibit C to Attachment No. 4( A), to provide the attestations as required by Sections 2( a) of Attachment 4(A). The City Manager or designee shall be authorized to sign subsequent affidavits under the term of the Agreement; provided, however, that the affidavits are in the same substantive form and have been approved by the City Attorney.

Section 3. The following attachments are hereby incorporated into the Agreement:

Exhibit B to Attachment No. 4( a) Transaction Confirmation Number RED001- TC01:

Authorization to Receive Customer Information or Act on a Customer' s Behalf Form Dated April 21, 2020
Exhibit C to Attachment No. 4( a) Transaction Confirmation Number RED001- TC01:

CNG Dispenser Affidavit Dated April 21, 2020
Section 4. Except as specifically amended by this Second Amendment, all other provisions of the Agreement shall remain in full force and effect.

SIGNATURES ON NEXT PAGE.

DocuSign Envelope ID: 6DD40308- 4589- 4A06- 9D78- 6C01CD8EOD4F IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of the date first set forth above.

CITY OF REDONDO BEACH,
a chartered municipal corporation
DocuSigned by:

Todd Loewenstein, Mayor Pro Tem
ATTEST:

DocuSigned by:

Lf'--
A21F2AG7
ia A br Ol aun AA& b
Eleanor Manzano, City Clerk
APPROVED AS TO FORM:

DocuSigned by:

K wub
Mic ae ebb, City Attorney

CLEAN ENERGY,
a California corporation
By:

Name:

Title:

DocuSigned by:

Jill Buchholz, Risk Manager
As Signatory to the TC:

CLEAN ENERGY

RENEWABLE FUELS, LLC
By:

Name
Title:

J. Nathan Jensen
SVP, Renewable Fuels & CLO
DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6C01CD8EOD4F IN WITNESS WHEREOF, the parties have executed this Second Amendment in Redondo Beach, California, as of the date first set forth above.

CITY OF REDONDO BEACH,
a chartered municipal corporation
Todd Loewenstein, Mayor Pro Tem
ATTEST:

Eleanor Manzano, City Clerk
APPROVED AS TO FORM:

Michael W. Webb, City Attorney

CLEAN ENERGY,
a California corporation
By: . .-. 9
Name: • ate Jensen
Title: SVP Renewables & CLO
APPROVED:

Jill Buchholz, Risk Manager
As Signatory to the TC:

CLEAN ENERGY

RENEWABLE FUELS, LLC
By: -.., 2
Name: Nathan Jensen
Title: SVP, Renewable Fuels & CLO
DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6C01CD8EOD4F ATTACHMENT NO. 4( A)
TRANSACTION CONFIRMATION NUMBER RED001- TCO1
See attached.

DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6CO1CD8EOD4F

TRANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
Date: September 3, 2019
Transaction Confirmation #:

RED001- TCO 1
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated September 3, 2019 The terms of this Transaction Confirmation are binding u pon execution by the parties.

SELLER: BUYER:

Clean Energy Renewable Fuels, LLC City of Redondo Beach Attn: Jesse Reyes
Attn: Tyler Henn Phone: 818- 399- 3769
Phone: 949- 437- 1258 Email: Jesse. Reyes@redondo. org
Fax: 949- 724- 1358
Base Contract No. RED001
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 ( 5) year anniversary of the Start Date ( the " Initial Delivery Period').

However, notwithstanding the foregoing, Buyer shall be entitled to extend the Delivery Period for one ( 1) five 5) year term ( the " Renewal Delivery Period") by notifying Seller in writing of Buyer' s intent to extend the Delivery Period at least sixty ( 60) days prior to the end of the Initial Delivery Period.

The Initial Delivery Period and any Renewal Delivery Period shall be referred to as the " Delivery Period".

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

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

MMBtus/ day 0 MMBtus/day Minimum Up to
MMBtus/ day.

EFP 200 MMBtus/ day Maximum (" Max Daily Quantity")

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o
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DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6CO1CD8EOD4F 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 # REDOOI- TCO2 ( between the parties and dated September 3, 2019 ) during such month.

The Variable Quantity shall be made up of Biogas. Buyer acknowledges that the delivered quantities of Biogas will 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, Seller shall use reasonable efforts to provide an amount of Biogas to the Delivery Point which is equal to ninety percent ( 90%) of Buyer' s Gas Quantity ( as defined below) for the applicable rolling six (6) month period ( the " Minimum Commitment"). " Buyer' s Gas Quantity" means the total amount of natural gas provided to the Station ( as defined below) based on the invoices ( which are related to the Delivery Point and the applicable rolling six ( 6) months) Buyer receives from the natural gas utility 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 ninety ( 90) days prior written notice to Seller in the event that over any consecutive six ( 6) month period, the total volume of Biogas sold by Seller to Buyer hereunder is Iess than the lesser of (a) ninety percent ( 90%) of Buyer' s Gas Quantity during such six (6) month period; and (b) the Max Daily Quantity, referenced above, multiplied by the number of days in the applicable six (6) month period.

Delivery Point: The Delivery Point shall be Buyer' s Southern California Gas Company (" SoCaIGas") 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 offifty percent ( 50%) compared to the baseline Lifecycle Greenhouse Gas Emissions.

Alternative Fuel" means any transportation fuel that is not California reformulated gasoline or a diesel fuel, including but not limited to, those fuels specified in the California Low Carbon Fuel Standard ( Cal. Code Regs. tit. 17, § 95480. 1( a)( 12) ( 2010).).

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

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

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

Contract ID# 2895
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DocuSign Envelope ID: 6DD40308- 4589- 4A06- 9D78- 6CO1CD8EOD4F 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)).

Conventional Gas" means Gas other than Biogas.

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

Disqualified Biogas" means Gas that was initially determined by the parties upon delivery to be Biogas but subsequently becomes disqualified as Biogas by not satisfying the requirements ofthe EPA Renewable Fuels Standard or the CARB LCFS.

EPA" means the United States Environmental Protection Agency EPA Renewable Fuels Standard" or " EPA RFS" means the renewable energy program and policies established by the Environmental Protection Agency and published on March 26, 2010 ( at 75 Fed. Reg. 14670) and which became effective on July 1, 2010.

Green Attributes" means any and all attributes, including Lifecycle Greenhouse Gas Emissions, associated with the production, sale and use ofBiogas as an Advanced Biofucl, Cellulosic Biofucl, low carbon fuel or Alternative Fuel as necessary to generate or claim applicable CARB LCFS Credits and EPA R1Ns.

Greenhouse Gas" means carbon dioxide ( CO2), methane ( CH4), nitrous oxide ( N2O), hydroflourocarbons, perfluorocarbons, sulphur hexafluoride, or any other substance or combination of substances that may become regulated or designated as Greenhouse Gases under any federal, state or local law or regulation, or any emission reduction registry, trading system, or reporting or reduction program for Greenhouse Gas emission reductions that is established, certified, maintained, or recognized by any international, governmental ( including U.N., federal, state, or local agencies), or non-governmental agency from time to time, in each case measured in increments of one metric tonne of carbon dioxide equivalent.

Governmental Authority" means any federal, state, local, or other governmental, regulatory or administrative agency, court, commission, department, board, or other governmental subdivision, legislature, rulemaking board, tribunal, or other governmental authority. Governmental Authority includes, without limitation, the EPA, CARB and the California Public Utilities Commission or its successor agency.

Incremental LCFS Credits" means the LCFS Credits generated from Biogas sold under this Transaction Confirmation to Buyer minus the LCFS Credits that would have been generated if the same amount of Biogas had been Conventional Gas.

Lifecycle Greenhouse Gas Emissions" means the aggregate quantity of Greenhouse Gas emissions ( including direct emissions and significant indirect emissions from land use changes), as determined by the EPA RFS or GARB, related to the full fuel lifecycle, including all stages of fuel and feedstock production and distribution, from feedstock generation or extraction through the distribution and delivery and use of the finished fuel to the ultimate consumer, where the mass values for all greenhouse gases are adjusted to account for their relative global warming potential.

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

Low Carbon Fuel Standard Credits" or " LCFS Credits" shall mean credits generated and traded under the

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Contract ID# 2895
DocuSign Envelope ID: 6DD40308- 4589- 4A06- 9D78- 6CO1CD8EOD4F 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. § 801425 ( 2011); 40 C.F.R. § 80. 1426 ( 2012).).

RIN Resale Price" shall be calculated by reference to the volume weighted average price of all R1Ns which is realized by Seller that were generated within the same calendar month as the RINs generated from the Biogas sold hereunder.

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

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) Seller represents that all Biogas sold hereunder shall be Biogas that has been produced by facilities properly registered under the EPA RFS as renewable fuel producers. c) Seller represents that all Biogas sold hereunder shall be Biogas with an approved pathway for LCFS Credit generation.
d) Buyer represents that it is not aware of any reason that would cause the Blue Gas LCFS Credits not to comply with the LCFS.

2. 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" and 201h day of each month. This obligation shall survive the termination or expiration of this Transaction Confirmation until the last day of the full calendar month following the month in which this Transaction Confirmation expired or terminated. Buyer shall maintain all records relevant to the purchase of Biogas from Seller 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 ofthe Biogas purchased hereunder as a Vehicle Fuel as it applies to the creation and sale of LCFS Credits in accordance with the requirements of GARB.
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 eriodic attestations regarding the use ofthe Biogas

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Contract 1D# 2895
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1 DocuSign Envelope ID: 6DD40308- 4589- 4A06- 9D78- 6CO1CD8EOD4F 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. d) Buyer may, at its discretion, elect to have Seller be the administrator of Buyer' s LRT account whereby Buyer creates a separate user profile and login for Seller. In the event this election is made by Buyer, Buyer shall notify Seller in writing and shall provide Seller with the applicable information requested by Seller for its separate user profile and login. Buyer acknowledges and agrees that Seller' s only responsibility in relation to such election is to input information regarding the amount of Biogas provided by Seller to Buyer during the applicable time period and Buyer remains solely responsible for all certifications, and the accuracy of such certifications, in relation to ( a) the amount of Biogas consumed during the applicable time period, and ( b) the fact that all Biogas consumed has been used as a vehicle fuel. Buyer agrees to defend, indemnify and hold Seller and its affiliates harmless from and against any and all claims, damages, liabilities, expenses, suits, and/ or costs which may arise in relation to Buyer' s LRT account except to the extent such claims, damages, liabilities, expenses, suits and/ or costs arise solely and directly based on Seller' s gross negligence or willful misconduct as evidenced by written records.

3. Hierarchy and Governing Law.

In the event of any inconsistency between the Base Contract and this Transaction Confirmation, this Transaction Confirmation shall govern. The law governing the Base Contract shall apply to this Transaction Confirmation, except to the extent that the EPA Renewable Portfolio Standards and CARB Low Carbon Fuels Standard, together with regulations and decisions promulgated thereunder, are applicable to the purchase and sales of Biogas.

4. CARB LCFS Regulated Party Status.

Pursuant to the California Code of Regulations for the Low Carbon Fuel Standard, Seller will retain the Low Carbon Fuel Standard ( LCFS) regulated party status set forth in Title 17, California Code of Regulations in §§ 95480- 95490 as an " opt -in" regulated party under California Air Resources Board as set forth in Title 17, California Code of Regulations § 95480. 3 with respect to all Biogas sold by Seller to Buyer hereunder.

Buyer will retain regulated party status set forth in Title 17, California Code of Regulations in §§ 95480- 95490 as an opt -in" regulated party under California Air Resources Board as set forth in Title 17, California Code of Regulations § 95480. 3 with respect to ail Conventional Gas purchased by Buyer at the Delivery Point.

S. LCFS Credit Generation and LCFS Credit and RIN Sales. a) For Biogas sold by Seller to Buyer hereunder, Seller shall pay Buyer:
1) One --hundred ( 100%) of the LCFS Credits Resale Price for all LCFS Credits that would have been generated by Conventional Gas ifthe Biogas provided under this Transaction Confirmation and sold as Vehicle Fuel at the Station had been Conventional Gas (the " Conventional LCFS Credits"); plus 2) Six percent ( 6%) of the LCFS Credits Resale Price for all Incremental LCFS Credits generated from Biogas Vehicle Fuel sold at the Station.

Seller shall make such payment within thirty ( 30) days of the date of SelIer' s receipt of payment for such sold LCFS Credits.
b) Buyer acknowledges that Seller and/ or its affiliates will act as a principal with respect to their own LCFS Credits and/ or as an agent with respect to LCFS Credits generated and/ or sold hereunder and Buyer hereby waives any claim against Seller and/ or its affiliates based on any conflict of interest or alleged conflict ofinterest 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

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Contract ID# 2895
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DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6C01CD8EOD4F hereunder. Seller and /or its affiliates and control persons shall owe no fiduciary obligation to Buyer with respect to the LCFS Credits generated and sold. Seller and its affiliate' s sole obligation with respect to the sale of LCFS Credits generated and/ or sold in this transaction shall be to use commercially reasonable efforts to sell such credits alongside other LCFS Credits that Seller and/ or its affiliates may market or sell based on the calendar quarter in which such credits are generated.
c) Buyer will Deliver the Blue Gas LCFS Credits on or before the ninetieth ( 901) day of the calendar quarter following the end of each calendar quarter at Buyer' s sole expense. Within thirty ( 30) days after each Delivery, Seller will provide Buyer with a report detailing the quantity of LCFS Credits that Buyer Delivered to Seller' s LCFS Account. All rights, title to and interest in and risk of loss for the Blue Gas LCFS Credits will transfer from Buyer to Seller upon Delivery. Seller shall pay Buyer eighty-five percent ( 85%) of the LCFS Credits Resale Price for each Blue Gas LCFS Credit sold by Seller. Seller shall make this payment within thirty ( 30) days of its receipt of payment for such sold Blue Gas LCFS Credits.
d) Seller shall pay Buyer the RIN Share within thirty ( 30) days of the date of Seller' s receipt of payment for such sold RINs.
e) 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 ofthe sale of any ofthe RINs generated and/ or sold hereunder. Seller and /or its affiliates and control persons shall owe no fiduciary obligation to Buyer with respect to the RINs generated and sold. Seller and its affiliate' s. sole obligation with respect to the sale of RINs generated and/ or sold in this transaction shall be to use commercially reasonable efforts to sell such credits alongside other RINs that Seller and/ or its affiliates may market or sell based on the calendar month in which such credits are generated.

6. Consultant Support.

Buyer and Seller shall work with Seller' s consultant and/ or RIN quality assurance plan (QAP) provider to ensure that it has created documentation necessary for Biogas and RIN creation in compliance with EPA requirements and LCFS Credit creation in compliance with CARB requirements. Seller shall be responsible for all ofits costs incurred for EPA RFS and LCFS compliance and RIN generation. Seller shall also be responsible for all of its costs incurred for LCFS Credit generation when such credits are generated by the Biogas provided by Seller to Buyer hereunder. Buyer shall be responsible for all of its costs incurred for LCFS Credit generation when such credits are generated by Conventional Gas,

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

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

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Contract ID# 2895 l
DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6CO1CD8EOD4F entitled to claim the reductions in greenhouse gases or emissions directly associated with the use ofthe 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 486426- 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 under Sections 5( a) and 5( d) above 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 the event that Buyer cannot utilize any Biogas for the production of a Vehicle Fuel, including but not limited to an event of Force Majeure or Event of Default, Buyer shall promptly notify Seller in writing. Any disruption due to an event of Force Majeure shall not be considered an Event of Default resulting in Early Termination under the Base Contract.

In addition to all other remedies under the Base Contract and hereunder, if Gas sold by Seller and purchased by Buyer hereunder originally deemed to be Biogas is not processed into a Vehicle Fuel, Seller will be entitled to a refund of any payment made to Buyer under Sections 5( a) and 5( d) above for the volume ofBiogas 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 ofthis 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 ifthe total amount of greenhouse gas GHG) emissions from fuel they supply in California exceeds 25, 000 MTCO2e per year. Seller will pass through any applicable AB 32 compliance costs for non-exempt gas purchased hereunder to Buyer.

Page 7 ends

Contract ID# 2895 `
tt tt ni rs'
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DocuSign Envelope ID: 6DD40308- 4589- 4A06- 9D78- 6C0lCD8EOD4F

CITY OF REDONDO BEACH
a California municipal corporation
CLEAN ENERGY RENEWABLE FUELS, LLC, a Delaware
limited liability company
By: 8y:

Wiliam C. Brand, Mayor
Name: y } 1 l - lU
Title: V Ice
ATTEST:

By: 4g6E—
EIeanor Manzano, City Cler
APPROVED AS TO FORM:

By: L. J.

Michael W. Webb, City Attomcy
Contract. 1D# 2895
PIease note: Two signatures required for corporations
pursuant to California Corporations Code Section 313,
unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.)
Place corporate seal here

Page 8 ends

d
DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6C01CD8EOD4F

EXHIBIT A
CNG Station Location
Street Address City and State LocaI Distribution
Channel
531 North Gertruda Ave Redondo Beach CA SoCalGas

Page 9 ends

Contract ID# 2895
g
a
DocuSign Envelope ID: 6DD40308- 4589- 4A06- 9D78- 6C01CD8EOD4F EXHIBIT B TO ATTACHMENT NO. 4( A)

CNG DISPENSER AFFIDAVIT
See attached.

CNG DISPENSER AFFIDAVIT

STATE OF CALIFORNIA

COUNTY OF LOS ANGELES
I the undersigned, William C. Brand, Mayor of the City of Redondo Beach( as advised by the City of Redondo Beach Public Works Director), acting on behalf of the City of Redondo Beach, hereby attest to the following statements to the best of my knowledge and belief:

I) I oversee the supply and distribution of CNG for vehicle fuel use at the City of Redondo Beach; 2) The City of Redondo Beach owns and operates the natural gas fueling station( s) at the location( s) described in Attachment A— Qualified CNG Facilities, which is attached hereto and incorporated herein by reference. ( the Facility) which dispense CNG for use as a transportation fuel; 3) The City of Redondo Beach has entered into an agreement with Clean Energy Renewable Fuels, LLC (" CERF") for the supply of renewable natural gas to the Facility as follows:
a. The delivery period is May 1, 2020 through April 30, 2025; b. The Maximum Daily Quantity(" Max DQ") of the agreement is 200 MMBtu/day: and c. The delivery point( s) include( s) the meter( s) identified Attachment A. 4) The renewable natural gas delivered by CERF to the delivery point( s) noted above is compressed at the Facility into compressed natural gas (" CNG") for use as a transportation fuel; 5) At the Facility, the volume of natural gas withdrawn from the commercial distribution system to produce CNG for use as a transportation fuel is measured by continuous metering, and after such meter, the CNG is used as transportation fuel and for no other purpose; and
6) The City of Redondo Beach has not and will not generate RINs nor represent the fuel for sale as biogas with the ability to generate RINs to any other party.

DATED THIS 21st DAY OF APRIL, 2020

TODD LOWENSTEIN, MAYOR PRO TEM

CITY OF REDONDO BEACH

Page 1 of 3 ends

03' 26' 2020) SWAP
DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6C01CD8EOD4F Attachment A -Qualified CNG Facilities

Page 2 of 3 ends

03/ 2612020) SWAP
Meter
Address City State ZIP LDC Number
531 North Gertruda
Ave Redondo Beach CA 90277 SoCalGas 15739852

Page 2 of 3 ends

03/ 2612020) SWAP

ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

State of California kn
County of I ® s N 09.¢.1-Z. -.

On AR 2c20 before me, I\ Ro2Te2 I00-0,1 A U,\ J(AL
insert name and title of the officer)
personally appeared To& J , Loa..)p_45\-Gl n
who proved to me on the basis of satisfactory evidence to be the person( s) whose name( s) is/ are subscribed to the within instrument and acknowledged to me that he/ she/they executed the same in his/ her/ their authorized capacity( ies), and that by his/ her/ their signature( s) on the instrument the person( s), or the entity upon behalf of which the person( s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
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F " 14. Hoary ublio Califwnu Th
L• Los nn4ela cowM1y
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Commission Y 224A145
My comm. Expires Jun: e. zo Signature Seal)
u

Page 3 of 3 ends

03 2[ 120+ 0) SWAP
DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6C01CD8EOD4F EXHIBIT C TO ATTACHMENT NO. 4( A)

SOUTHERN CALIFORNIA GAS COMPANY AUTHORIZATION TO RECEIVE

CUSTOMER INFORMATION OR ACT ON A CUSTOMER' S BEHALF
See attached.
uSign Envelope ID: 6D
Southern
California
Gas Company
Se-mmpra Energy utiriity
1V
DocuSign Envelope ID: 6DD40308- 4589- 4AO6- 9D78- 6C01CD8EOD4F, 1,., ATION OR ACTON A CUSTOMER' S BEHALF

I ( CUSTOMER) AUTHORIZE THE RELEASE OF MY ACCOUNT INFORMATION AND AUTHORIZE MY AGENT TO ACT ON MY BEHALF ON THE FOLLOWING BASIS ( check one box only):

One- time authorization only ( limited to a one- time request for information and/ or the acts and functions specified above at the time of receipt of this Authorization).

One- year authorization - Requests for information and/ or for the acts and functions specified above will be accepted and processed each time requested within the 12 -month period from the date of execution of this Authorization.

RI Authorization is given for the period commencing with the date of execution until Limited in duration to three years from the date of execution.) Requests for information and/ or for the acts and functions specified above will be accepted and processed each time requested within the authorization period specified herein.

If no time period is specified, authorization will be limited to a one- time authorization.

RELEASE OF ACCOUNT INFORMATION:

The Utility will provide the information requested above, to the extent available, via any one of the following.

My (Agent) preferred format is ( check all that apply):

Hard copy via US Mail ( if applicable).

Facsimile at this telephone number:

X Electronic format via electronic mail ( if applicable) to this e- mail address:

COntraCtS@CleanenergyfUeIS. 00111
I ( Customer), Todd Lowenstein, Mayor Pro Tem ( print name of authorized signatory), declare under penalty of perjury under the laws of the State of California that I am authorized to execute this document on behalf of the Customer of Record listed at the top of this form and that I have authority to financially bind the Customer of Record. I further certify that my Agent has authority to act on my behalf and request the release of information for the accounts listed on this form and perform the specific acts and functions listed above. I understand the Utility reserves the right to verify any authorization request submitted before releasing information or taking any action on my behalf. authorize the Utility to release the requested information on my account or facilities to the above Agent who is acting on my behalf regarding the matters listed above. I hereby release, hold harmless, and indemnify the Utility from any liability, claims, demands, causes of action, damages, or expenses resulting from: 1) any release of information to my Agent pursuant to this Authorization; 2) the unauthorized use of this information by my Agent; and 3) from any actions taken by my Agent pursuant to this Authorization, including rate changes. I understand that I may cancel this authorization at any time by submitting a written request. [ This form must be signed by someone who has authority to financially bind the customer ( for example, CFO of a company or City Manager of a municipality).] e— DocuSigned by: /
310) 379- 9268

AUTHORIZED CUSTOMER SIGNATURE TELEPHONE NUMBER
Executed this day of March 2020

MONTH YEAR
at Redondo Beach, CA

CITY AND STATE WHERE EXECUTED
I ( Agent), hereby release, hold harmless, and indemnify the Utility from any liability, claims, demand, causes of action, damages, or expenses resulting from the use of customer information obtained pursuant to this authorization and from the taking of any action pursuant to this authorization, including rate changes.

AGENT SIGNATURE

COMPANY
Executed this day of

MONTH YEAR
Form 8206 Page 2 of 2
949) 437- 1203

TELEPHONE NUMBER

FIRST AMENDMENT TO THE AGREEMENT FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH AND CLEAN ENERGY
This First Amendment (" First Amendment") to the Agreement for Consulting Services between the City of Redondo Beach, a chartered municipal corporation (" City") and Clean Energy, a California corporation (" Consultant") ( collectively, the "Parties") is hereby entered into as of September 3, 2019 (" Effective Date").

RECITALS
A. On February 20, 2018, City and Consultant entered into an agreement for Consultant to design, build, and maintain a " turnkey" Compressed Natural Gas (" CNG") fueling facility ("Agreement");
B. The Parties acknowledge that due to SoCalGas and Southern California Edison upgrading the meters and transformers, the schedule set forth in Exhibit" B" of the Agreement is no longer feasible.

C. The Parties now desire to amend the Agreement to adjust the schedule and extend_the term, approve a change order for additional services and a change order for bond premiums, increase the compensation to pay for the additional services and bond premiums, and enter into certain other agreements for the supply of renewable natural gas at the CNG station and for the supply of CNG at fueling sites other than the CNG station to be constructed by Consultant pursuant to the Agreement.

NOW, THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereby agree as follows:

Section 1. The Agreement is hereby revised to incorporate the Billable Change Order dated February 27, 2019 and attached hereto as Attachment No. 1- A, and the Billable Change Order dated August 1, 2019 and attached hereto as Attachment No. 1- B, which amend Exhibit " A" ( Project Description and/ or Scope of Services) and Exhibit " C" Compensation) of the Agreement. Per the Billable Change Orders, Section 1. A of Exhibit C" of the Agreement is hereby revised to increase the total compensation amount by 39, 391. 75, for a new total compensation, including tax in the amount of$ 912, 865. 75.

Section 2. Exhibit " B" ( Schedule for Completion) of the Agreement is hereby revised to read as follows:

TERM. The term of this Agreement shall commence on March 1, 2018 and expire Fehruary- 20y 2029 (" Term"), unless otherwise terminated herein. City and Consultant may extend this Agreement for a subsequent five-year period by an amendment executed by both parties. Consultant shall complete the work specified in Sections II. A, II. B, and II. 0 of Exhibit " A" ( including startup, training, and project turnover) in accordance with the Schedule attached to the First Amendment to this Agreement as Attachment No 2 and incorporated herein by this reference.
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Section 3. City has agreed to enter into the following agreements with Consultant' s affiliate, Clean Energy Renewable Fuels, LLC (" CERF"), for the supply of renewable natural gas to the CNG station as specified in such agreements: ( 1) Base Contract for Sale and Purchase of Natural Gas in the form attached hereto in Attachment No. 3; ( 2) Transaction Confirmation Number RED001- TC01 in the form attached hereto as Attachment No. 4( a); and ( 3) Transaction Confirmation Number RED001- TCO2 in the form attached hereto as Attachment No. 4( b).

Section 4. Within five days of the date of this First Amendment, Consultant shall deliver to City executed and acknowledged performance, payment, and warranty bonds, in the forms attached hereto as Attachment No. 5. The performance and payment bonds shall each be in the amount of 100% of the price set forth in Section LA of Exhibit " C" to the Agreement; the warranty bond shall be in the amount of 10% of the price set forth in Section I. A of Exhibit " C" to the Agreement. Surety companies executing bonds must appear on the Treasury Department' s most current list ( Circular 570 as amended) and be authorized to transact business in the State of California. For clarification, the warranty bond shall be a one year bond. The performance and payment bond shall be released upon completion of construction of the fueling station and the warranty bond shall be released one year after the date of completion of construction.

Section 5. Notwithstanding Section IIIA of Exhibit " C" to the Agreement, the Parties agree that Consultant may be paid for the completion of Sections II. A, II. B, and II. 0 of Exhibit" A" by monthly progress payments. Each such request for progress payment shall be in the form of the Application and Certification for Payment attached hereto Attachment No. 6.

Section 6. Concurrently herewith, the Parties shall execute the CNG Fuel Price Agreement, substantially in the form attached hereto as Attachment No. 7.

Section 7. The following attachments are hereby incorporated into the Agreement:

Attachment No. 1- A Billable Change Order dated 2/ 27/ 19 Attachment No. 1- B Billable Change Order dated 8/ 1/ 19 Attachment No. 2 Schedule
Redondo Schedule 2019, updated 8- 11- 19]
Attachment No. 3 Base Contract for Sale and Purchase of Natural Gas Attachment No. 4( a) Transaction Confirmation Number RED001- TC01 Attachment No. 4( b) Transaction Confirmation Number RED001- TCO2 Attachment No. 5 Form of Performance, Payment, and Warranty Bonds Attachment No. 6 Application and Certification for Payment OF c00N009
2- 6;
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Attachment No. 7 CNG Fuel Price Agreement
Section 8. Except as specifically amended by this First Amendment, all other provisions of the Agreement shall remain in full force and effect.

SIGNATURES ON NEXT PAGE.
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IN WITNESS WHEREOF, the parties have executed this First Amendment in Redondo Beach, California, as of the date first set forth above.

CITY OF REDONDO BEACH, CLEAN ENERGY,
a Chartered municipal corporation a California corporation By:

William C. Brand, Mayor Name: M
Title: l/ic, e_ fres cli.erff
ATTEST: APPROVED:
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Eleanor Manzano, City rk Jill Buc• a olz, " isk Manager APPROVED AS TO FORM:
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Michael W. Webb, City Attorney
4-
ATTACHMENT NO. 1- A
BILLABLE CHANGE ORDER DATED 2/ 27/ 19
See attached.
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4675 MacArthur Court,_Suite 800
r Energy Newport:Beach, California 92660 USA
Office: 949. 437.. 1000 Fax:. 949. 724. 1397
www. cleanenergyfuels. com

BILLABLE CHANGE ORDER FORM
Project Name City of Redondo Beach CNG Fuel Facility Upgrade Work Site Address 531 N. Gertruda Ave., Redondo Beach CA Change Order No. 02
Date of Change Orde: : August 1, 2019.
item No ': Amount Scope of Work:Description
1 8, 687. 00 Payment, Performance and Warranty Bond
Total "$ 8, 6`87 00 ,'
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Furnished by: J- L, E/ / it 1,-/ '
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Date: 7.,.. :

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Accepted by: Date:
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ATTACHMENT NO. 1- B
BILLABLE CHANGE ORDER DATED 8/ 1/ 19
See attached.

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4675 MacArthur Court, Suite 800
04) CM L__.::!_,_= #, Newport Beach,_California 92660 USA Office: 949.437. 1000 Fax: 949. 724. 1397
www.cleanenergyfuels. corn
BILLABLE CHANGE. ORDER FORM.

Project Name: : City of Redondo Beach.- CNG Fueling Facility Work Site Address: 531. North Gerturuda Ave.

Redondo: Beach, CA 90277
Change Order No.: 1
Date of Change Order: 2/ 27/ 19
Description: Clean Energy will remove and replaceelectrical panel HA and refeed Generac Automatic Transfer Switch in order to accommodate future generatorpower for compressor
Item No. Amount Scope of Work Description
1 7; 647. 00 Refeed Existing Automatic Transformer Switch with new conduitand wire from:Exisitng switchgear.
2 18, 618. 00 _ Labor and materials to remove and replace panel HA 3 3, 939. 75 Clean Energy Mark up
4 500. 00 Clean Energy Project Management Fee ( 4 hours) Total $ 30, 704. 75
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ATTACHMENT NO. 2
SCHEDULE [ REDONDO SCHEDULE 2019, UPDATED 8- 11- 19]
See attached.

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Redondo Schedule 2019 updated 8- 11- 19 Sun 8/ 11/ 19
ID Task Task Name Duration Start Finish Predecessors 8 Qtr 2, 2018 0 Mode Feb Mar Apr May 1 MP4 ; R& R of CNG Fueling Facility 442 days Mon 3/ 26/ 18 Tue 12/ 3/ 19 IInfrastructure I
2 Project Initiation 2 days Mon 3/ 26/ 18 Wed 3/ 28/ 18 IA 3 Er4 Executed Contract 0 days Wed 3/ 28/ 18 Wed 3/ 28/ 18 j 3/ 28 4 Ea 11114 Project Introduction Meeting 1 day Mon 3/ 26/ 18 Mon 3/ 26/ 18 I_ 5 or4 Engineering 263 days Mon 4/ 9/ 18 Wed 4/ 10/ 19
6 lir4 60% Drawing Development 16 days 1Mon 4/ 9/ 18 Mon 4/ 30/ 18 4FS+ 9 days L I 7 or4 CoRB Review of 60% Drawings 7 wks Wed 5/ 2/ 18 Tue 6/ 19/ 18 6FS+ 1 day 8 Elm3 90% Drawing Development 17 days Thu 1/ 3/ 19 Fri 1/ 25/ 19 7FS+ 141 days 9 or4 CoRB Review of 90% Drawings 8 wks Mon 1/ 28/ 19 Fri 3/ 22/ 19 8 10 or Final drawing revisions 13 days Mon 3/ 25/ 19 Wed 4/ 10/ 19 9 11 Project:
20 21
19 15
16 17
18 13
14 Redondo
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submission
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Ready
Production
Submittal
submittal
production
to ship
Review
review
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2 0
0 1
7 26
1 16
278
20 18
day
days
days
days
day
days
wks
days
wks
days
days
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Manual
DurationThu
I
Tue
Wed
Wed
Thu
Tue
Thu
Fri
Thu
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Redondo Schedule 2019 updated 8- 11- 19 Sun 8/ 11/ 19
ID
Task Name Duration Start Finish Predecessors 8 Qtr 2, 2018 Mode
Feb Mar Apr May
22 Amended Agreement Executed 0 days Tue 9/ 3/ 19 Tue 9/ 3/ 19 23 Er4 Construction 57 days , Mon 9/ 16/ 19 Tue 12/ 3/ 19 24 Er4 Mobilization 3 days 1Mon 9/ 16/ 19 Wed 9/ 18/ 19 21FS+ 24 days, 22FS+ 9 days 25 ir4 Civil Site Work 10 days Thu 9/ 19/ 19 Wed 10/ 2/ 19 24 26 EP4 Equipment Pads 5 days Thu 10/ 3/ 19 Wed 10/ 9/ 19 25 27 Er4 Equipment Delivery 3 days Thu 10/ 10/ 19 Mon 10/ 14/ 19 17FS+ 5 days, 26 28 EP4 Mechanical Work 25 days iTue 10/ 15/ 19 Mon 11/ 18/ 19 27 29 Mr4 Electrical Work 25 days Tue 10/ 15/ 19 Mon 11/ 18/ 19 27 30 or4 Final Inspection 1 day Tue 11/ 19/ 19 Tue 11/ 19/ 19 29 31 Mr4 Start up& Commission 10 days ' Wed 11/ 20/ 19 Tue 12/ 3/ 19 32 Er4 Startup10 days Wed 11/ 20/ 19 Tue 12/ 3/ 19 30
33 Er4 Training 1 day Tue 12/ 3/ 19 Tue 12/ 3/ 19 32FF
34 Mr4 Project Turnover 0 days Tue 12/ 3/ 19 Tue 12/ 3/ 19 33FF Task L...: 1 Inactive Summary External Tasks L_... 1
Split Manual Task Tri :%-;:,?: ; 7 External Milestone ',.- Milestone Duration- only f', ......,..:-,.,:":' Deadline Project: Redondo Schedule 201
Date: Sun 8/ 11/ 19 Summary Manual Summary Rollup molislo Progress Project Summary 6- - -- ` - 1 Manual Summary Manual Progress Inactive Task Start- only C
i,9, cJro
r?` Inactive Milestone Finish- only 7
stN1- Page 2
Redondo Schedule 2019 updated 8- 11- 19 Sun 8/ 11/ 19
Qtr 3, 2018 Qtr 4, 2018 Qtr 1, 2019 Qtr 2, 2019 Qtr 3, 2019 Qtr 4, 2019 Qtr 1, 2020 Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar A. r Ma Jun Jul Au. Se. Oct Nov Dec Jan Feb 3Z13
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Task Inactive Summary t - _— External Tasks 6 i
Split Manual Task ISSINEMINISEME External Milestone
Milestone Duration- only Deadline
Project: Redondo Schedule 201
Date: Sun 8/ 11/ 19 Summary Manual Summary Rollup Progress Project Summary t"" i Manual Summary Manual Progress
Inactive Task Start- only C
r" av aro\, Inactive Milestone Finish- only
a Page'
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Redondo Schedule 2019 updated 8- 11- 19 Sun 8/ 11/ 19
Qtr 3, 2018 Qtr 4, 2018 Qtr 1, 2019 Qtr 2, 2019 Qtr 3, 2019 Qtr 4, 2019 Qtr 1, 2020 Jun Jul I Aug I Sep Oct I Nov I Dec Jan I Feb I Mar Apr I May I Jun Jul I Aug I Sep Oct I Nov I Dec Jan I Feb 9/ 3
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Task k _ u: 4_., . :„: Inactive Summary External Tasks f' i Split Manual Task 11111111WIMME11111 External Milestone • M• Milestone Duration- only Deadline
Project: Redondo Schedule 201
Date: Sun 8/ 11/ 19 Summary Manual Summary Rollup immismommisi Progress Project Summary r- " Manual Summary Manual Progress
Inactive Task Start- only C
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Inactive Milestone Finish- only 7
1,,, > Page 4
ATTACHMENT NO. 3

BASE CONTRACT FOR SALE AND PURCHASE OF NATURAL GAS
See attached.
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Base Contract for Sale and Purchase of Natural Gas
This Base Contract is entered into as of the following date: September 3, 2019 The parties to this Base Contract are the following:

PARTY A

PARTY B

PARTY NAME
City of Redondo Beach Clean Energy Renewable Fuels, LLC Public Works Department 4675 MacArthur Court, Suite 800 531 North Gertruda Ave. ADDRESS Newport Beach, CA 92660 Redondo Beach, CA 90277
www. redondo. org BUSINESS WEBSITE www.cleanenergyfuels.com CONTRACT NUMBER RED001
D- U- N-S® NUMBER
US FEDERAL: US FEDERAL: 27-5411503
OTHER: TAX ID NUMBERS OTHER:

California JURISDICTION OF
Delaware ORGANIZATION
Corporation LLC Corporation LLC
Limited Partnership Partnership COMPANY TYPE Limited Partnership Partnership LLP Other: a City LLP Other:

GUARANTOR

IF APPLICABLE)

CONTACT INFORMATION
City of Redondo Beach Clean Energy Renewable Fuels, LLC ATTN: Jesse Reyes COMMERCIAL ATTN:- Tyler Henn
TEL#: 818- 399- 3769 TEL#: ( 949) 437- 1258
EMAIL: jesse. reyes@redondo. org EMAIL: [email protected] City of Redondo Beach Clean Energy Renewable Fuels, LLC ATTN: Jesse Reyes ATT• TN: N Tyler Henn
TEL#: 818-399- 3769 TEL#: ( 949) 437- 1258
EMAIL: jesse. reyes@redondo. org EMAIL: tyler. henn@cleanenergyfuels. com City of Redondo Beach Clean Energy Renewable Fuels, LLC ATTN: Jesse Reyes CONTRACT AND ATTN: Tyler Henn

LEGAL NOTICES
TEL#: 818- 399- 3769 TEL#: ( 949) 437- 1258
EMAIL: jesse: reyes@redondo. org EMAIL: tyler. henn @cleanener gyfuels. com City of Redondo Beach Clean Energy Renewable Fuels, LLC ATTN: Jesse Reyes ATTN: Tyler Henn
CREDIT
TEL#: 818- 399- 3769 EL#: ( 949) 437- 1258
EMAIL: jesse. reyes@redondo. org EMAIL: t yler. henn @cleanener gyfuels. com City of Redondo Beach Clean Energy Renewable Fuels, LLC ATTN: Jesse Reyes TRANSACTION ATTN: Tyler Henn
TEL#: 818- 399-3769 CONFIRMATIONS TEL#: ( 949) 437- 1258 EMAIL: jesse.reyes@redondo. org EMAIL: [email protected]

ACCOUNTING INFORMATION
City of Redondo Beach Clean Energy Renewable Fuels, LLC ATTN: Jesse Reyes INVOICES
ATTN: . Tyler Henn
TEL#: 818-399-3769

PAYMENTS

SETTLEMENTS
TEL#: ( 949) 437- 1258
EMAIL: jesse. reyes@redondo. org EMAIL: ty ler.henn@ cleanenergyfuels. com BANK: WIRE TRANSFER BANK:

ABA: ACCT: NUMBERS ABA: ACCT:

OTHER DETAILS: IF APPLICABLE) OTHER DETAILS:

BANK:

ACH NUMBERS BANK:

ABA: ACCT: ABA: ACCT:

IF APPLICABLE) OTHER DETAILS: OTHER DETAILS:

ATTN: Public Works Department, Attn: Mike Klein ATTN: Clean Energy Renewable Fuels, LLC ADDRESS: 531 North Gertruda Ave.

CHECKS
ADDRESS: 4675 MacArthur Ct. Suite 800
Redondo Beach, CA 90277 IF APPLICABLE) Newport Beach, CA 92660 Copyright© 2006 North American Energy Standards Board, Inc. NAESB Standard 6. 3. 1 All Rights Reserved September 5,.. at :\
ID# 2649 CE rev. 08.01401pA.c`'`
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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 0 Oral( default) Section 10. 2 ® No Additional Events of Default( default) Transaction OR Additional
Procedure Written Events of Indebtedness Cross Default
Default
Section 2. 7 Party A: 2 Business Days after receipt( default) Confirm Deadline OR
Party B:
5 Business Days after receipt
Transactional Cross Default
Specified Transactions:

Section 2.8 N Seller( default)
Confirming Party OR
Buyer
0 Section 3. 2 Cover Standard( default) Section 10. 3. 1 ® Early Termination Damages Apply( default) Performance OR Early Obligation Spot Price Standard Termination OR
Damages
Early 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 Apply( default).

Other
Section 2. 31 Gas Daily Midpoint( default) Agreement Bilateral( default) Spot Price OR Setoffs
Publication 0 Triangular
OR
Other Agreement Setoffs Do Not Apply
Section 6 Buyer Pays At and After Delivery Point( default) Taxes OR
Seller Pays Before and At Delivery Point
Section 7. 2
25th Day of Month following Month of delivery Section 15. 5: ' California Payment Date default) Choice Of Law OR
Day of Month following Month of delivery
Section 7. 2 0 Wire transfer( default) Section 15. 10 ®: Confidentiality applies( default) Method of Payment Automated Clearinghouse Credit( ACH) Confidentiality OR Check Confidentiality does not apply
Section 7. 7 Netting applies( default)
Netting OR
Netting does not apply
Special Provisions Number of sheets attached:

Addendum( s):

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IN WITNESS WHEREOF, the parties hereto have executed this Base Contract in duplicate.

CITY OF REDONDO BEACH CLEAN ENERGY RENEWABLE FUELS, LLC, a a California municipal corporation Delaware limited liability company By: i B
William C. Brand, Mayor . . f T LE1Q_- H
Title: V tCe Pe.E5000
ATTEST:

By: i f ,
autoi Name:. 7i
By:

Title: , 0 4 Co Lo i"
Eleanor Manzano, City Cle
Please note: Two signatures required for
corporations pursuant to California Corporations
Code Section 313, unless corporate documents
APPROVED AS TO FORM: authorize only one person to sign this Agreement on behalf of the corporation.)
By:

Place corporate seal here
Michael W. Webb, City Attorney
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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 agree that Confirming Party shall, and the other party may, confirm a telephonic transaction by sending the other party a Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means within three Business Days of a transaction covered by this Section 1. 2 ( Oral Transaction Procedure) provided that the failure to send a Transaction Confirmation shall not invalidate the oral agreement of the parties. Confirming Party adopts its confirming letterhead, or the like, as its signature on any 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, record that agreement on a Transaction Confirmation and communicate such Transaction Confirmation by facsimile, EDI or mutually agreeable electronic means, to the other party by the close of the Business Day following the date of agreement. The parties acknowledge that their agreement will not be binding until the exchange of nonconflicting Transaction Confirmations or the 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 thetransaction 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 Contract and shall have the meanings ascribed to them herein..

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

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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 ofthe voting power of the entity or person.

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

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

2. 5. British thermal unit" or" Btu" shall mean the International BTU, which is also called the Btu( 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 the Day a Transaction Confirmation is received or, if applicable, on the Business Day agreed to by the parties in the Base Contract; provided, if the Transaction Confirmation is time stamped after 5: 00 p. m. in the receiving party' s time zone, it shall be deemed received at the opening of the next Business Day.

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

2. 9. Contract" shall mean the legally- binding relationship established by ( i) the Base Contract, ( 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 per MMBtu to be paid by Buyer to Seller for the purchase of Gas as agreed to by the parties in a transaction.

2. 11. " Contract Quantity" shall mean the quantity of Gas to be delivered and taken as agreed to by the parties in a transaction.

2. 12. " Cover Standard", as referred to in Section 3. 2, shall mean that if there is an unexcused failure to take or deliver any quantity of Gas pursuant to this Contract, then the performing party shall use commercially reasonable efforts to ( 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, consistent with:
the amount of notice provided by the nonperforming party; the immediacy of the Buyer's Gas consumption needs or Seller's Gas sales requirements, as applicable; the quantities involved; and the anticipated length of failure by the nonperforming party.

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

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

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

2. 16. " Delivery Point( s)" shall mean such point( s) as are agreed to by the parties in a transaction.

2. 17. " EDI" shall mean an electronic data interchange pursuant to an agreement entered into by the parties, specifically relating to the communication of Transaction Confirmations under this Contract.

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

2. 19. " 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 interruptions, the party invoking Force Majeure may be responsible for any Imbalance Charges as set forth in Section 4. 3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/ or receipts is confirmed by the Transporter.

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

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

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

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

2. 24. " Interruptible" shall mean that either party may interrupt its performance at any time for any reason, whether or not caused by an event of Force Majeure, with no liability, except such interrupting party may be responsible for any Imbalance Charges as set forth in Section 4. 3 related to its interruption after the nomination is made to the Transporter and until the change in deliveries and/ or receipts is confirmed by Transporter.

2. 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 anyother 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 locationclosest 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 which a price or range of prices is published that next follows the relevant Day.

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

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

2. 34. " Termination Option" shall mean the option of either party to temiinate a"transaction in the event that the other party fails to perform a Firm obligation to deliver Gas in the case of Seller orto 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 theparties 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 equal to the positive difference, if any, between the purchase price paid by Buyer utilizing the Cover Standard and the Contract Price, adjusted for commercially reasonable differences in. transportation costs to or from the Delivery Point( s), multiplied by the difference between the Contract Quantity and the quantity actually delivered by Seller for such Day(s) excluding any quantity for which no replacement is available; or ( ii) in the event of a breach by Buyer on any Day( s), payment by Buyer to Seller in the amount equal to the positive difference, if any, between the Contract Price and the price received by Seller utilizing the Cover Standard for the resale of such Gas, adjusted for commercially reasonable differences in transportation- costs to or from the Delivery Point( s), multiplied by the difference between the Contract Quantity and the quantity actually taken by Buyer for such Day( s) excluding any quantity for which no sale is available; and ( 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 thirdparty, and no such Copyright© 2006 North American Energy Standards Board, Inc. NAESB Standard 6. 3. 1 All Rights Reserved Page 6 of 14 September 5, 2006
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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.

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 containing the Termination Option will designate the length of nonperformance triggering the Termination Option and the procedures for exercise thereof, how damages for nonperformance will be compensated, and how liquidation costs will be calculated.

SECTION 4. TRANSPORTATION, NOMINATIONS, AND IMBALANCES

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

4. 2. The parties shall coordinate their nomination activities, giving sufficient time to meet the deadlines of the affected Transporter( s).

Each party shall give the other party timely prior Notice, sufficient to meet the requirements of all Transporter( s) involved in the transaction, of the quantities of Gas to be delivered and purchased each Day. Should either party become aware that_actual deliveries at the Delivery Point(s) are greater or lesser than the Scheduled Gas, such party shall promptly notify the other party.

4. 3. The parties shall use commercially reasonable efforts to avoid imposition of any Imbalance Charges. If Buyer or Seller receives an invoice from a Transporter that includes Imbalance Charges, the parties shall determine the validity as well as the cause of such Imbalance Charges. If the Imbalance Charges were incurred as a result of Buyer' s receipt of quantities. of Gas greater than or less than the Scheduled Gas, then Buyer shall pay for such Imbalance Charges or reimburse Seller for such Imbalance Charges paid by Seller. If the Imbalance Charges were incurred as a result of Sellers 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 indicatedon 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 anygovernment 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 parry' 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 Copyright© 2006 North American Energy Standards Board, Inc. NAESB Standard 6. 3. 1 All Rights Reserved Page 7 of 14 September 5, 2006
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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.

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 supporting documentation acceptable in industry practice to support the amount paid or disputed without undue delay. In the event the parties are unable to resolve such dispute, either party may pursue any remedy available at law or in equity to enforce its rights pursuant to this Section.

7. 5. If the invoiced party failsto remitthe 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 madeunderthe 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 payment required to be made pursuant to the: terms of any Credit Support Obligation or pursuant to Section 7. 3 shall be subject to netting under this Section. If the, parties have executed a separate netting agreement, the terms and conditions therein shall prevail to the extent inconsistent herewith.

SECTION 8. TITLE, WARRANTY, AND INDEMNITY

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

8. 2. - Seller warrants that it will have the right: to convey and- will transfer good and merchantable title to all Gas sold hereunder and delivered by it to Buyer, free and clear of all liens, encumbrances, and claims. EXCEPT AS PROVIDED IN THIS SECTION 8. 2 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 beforetitle 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 agree that the delivery of and the transfer of title to all Gas under this Contractshall 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 delivered into the United States, and shall be responsible for entry and entry summary filings as well as the payment of duties, taxes and fees, if any, and all applicable record keeping requirements.

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8. 5. Notwithstanding the other provisions ofthis 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 made pursuant to the Base Contract(" Notices") shall be made to the addresses specified in writing by the respective parties from time to time.

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

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

9. 4. The party receiving a commercially acceptable Notice of change in payment instructions or other payment information shall not be obligated to implement such change until ten Business Days after receipt of such Notice.

SECTION 10. FINANCIAL RESPONSIBILITY

10. 1. If either party(" X").has reasonable grounds for insecurity regarding the performance of any obligation under this Contract whether or not then due) by. the . other party (" Y") ( including, without limitation, the occurrence of a material change in the creditworthiness of Y or its Guarantor, if applicable), X may demand Adequate Assurance of Performance. " Adequate Assurance of Performance" shall mean sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to X, including, but not limited to cash, a standby irrevocable letter of credit, a prepayment, a securityinterest 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 orcaseunder any bankruptcy or similar law for the protection of creditors or have such petition filed or proceeding commenced against it;..(iii) otherwise become bankrupt or insolvent( however evidenced); ( iv) be unable to pay its debts as they fall due; ( v) have a receiver, provisional liquidator, conservator, custodian,; trustee or other similar official appointed with respect to it or substantially all of its assets; ( vi) fail to perform any obligation to the other party with respect to any Credit Support Obligations relating to the Contract; ( vii) fail to give-Adequate Assurance of Performance under Section 10. 1 within 48 hours but at least one Business Day of a written request by the other party; ( viii) not have paid any amount due the other party hereunder on or before the second Business Day following writt"en. 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: immediately withhold and/ or suspend deliveries or payments upon Notice and/ or to terminate and liquidate the transactions under the Contract, in the manner provided in. Section 10. 3; inaddition to any and all other remedies available hereunder.

10. 3. If an Event of Default hasoccurred and is continuing, the Non- Defaulting Party shall have the right, by Notice to the Defaulting Party, to designate a Day, no earlier than the Day such Notice is given and no later than 20 Days after such Notice is given, as an early termination date ( the " Early Termination Date") for the liquidation and termination pursuant to Section 10. 3. 1 of all transactions under the Contract, each a " Terminated Transaction". On the Early Termination Date, all transactions will terminate, other than those transactions, if any, that may not be liquidated and terminated under applicable law (" Excluded Transactions"), which Excluded Transactions must be liquidated and terminated as soon thereafter as is legally permissible, and upon termination shall be' a Terminated Transaction and be valued consistent with Section 10.3. 1 below.' With,respect to each Excluded Transaction, 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 Copyright© 2006 North American Energy Standards Board, Inc. NAESB Standard 6. 3. 1 All Rights Reserved Page 9 of 14 September 5, 2006
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Transaction at its Market Value, so that each amount equal to the difference between such Market Value and the Contract Value, as defined below, of such Terminated Transaction( s) shall be due to the Buyer under the Terminated Transaction( s) if such Market Value exceeds the Contract Value and to the Seller if the opposite is the case; and ( y) where appropriate, discount each amount then due under clause ( x) above to present value in a commercially reasonable manner as of the Early Termination Date ( to take account of the period between the date of liquidation and the date on which such amount would have otherwise been due pursuant to the relevant Terminated Transactions).

For purposes of this Section 10. 3. 1, " Contract Value" means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the Contract Price, and " Market Value" means the amount of Gas remaining to be delivered or purchased under a transaction multiplied by the market price for a similar transaction at the Delivery Point determined by the Non- Defaulting Party in a commercially reasonable manner. To ascertain the Market Value, the Non- Defaulting Party may consider, among other valuations, any or all of the settlement prices of NYMEX Gas futures contracts, quotations from leading dealers in energy swap contracts or physical gas trading markets, similar sales or purchases and any other bona fide third- party offers, all adjusted for the length of the term and differences intransportation costs. A party shall not be required to enter into a replacement transaction( s) in order to determine the Market Value. Any extension( s) of the term of a transaction to which parties are not bound as of the Early Termination Date ( including but not limited. to "evergreen provisions") shall not be considered in determining Contract Values and Market Values. For the avoidance of doubt, any option pursuant to which one party has the right to extend the 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 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.

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 amounts) (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 anyexcess cash margin or excess cash collateral) owed by the Non- Defaulting Party or its Affiliates to the Defaulting Party. under any other agreement or arrangement; '( iv) any Net Settlement Amount owed to the Defaulting Party against any amount(s) ( including any excess cash margin or excess cash collateral) owed by the Defaulting Party to. the Non- Defaulting Party or its Affiliates under any other agreement or arrangement; and/ or ( v) any Net Settlement Amount owed to the Defaulting Party against any amount( s) ( including any excess cash margin or excess cash collateral) owed by the Defaulting Party or its Affiliates to the Non- Defaulting Party under any other agreement or arrangement.

Other Agreement Setoffs Do Not Apply:

10. 3. 3. If any obligation that is to be included in any netting, aggregation or setoff pursuant to Section 10. 3.2 is unascertained, the Non- Defaulting Party may in good faith estimate that obligation and net, aggregate or setoff, as applicable, in respect of the estimate, subject to the Non- Defaulting Party accounting to the Defaulting Party when the obligation is ascertained.

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Any amount not then due which is included in any netting, aggregation or setoff pursuant to Section 10. 3. 2 shall be discounted to net present value in a commercially reasonable manner determined by the Non- Defaulting Party.

10. 4. As soon as practicable after a liquidation, Notice shall be given by the Non- Defaulting Party to the Defaulting Party of the Net Settlement Amount, and whether the Net Settlement Amount is due to or due from the Non- Defaulting Party. The Notice shall include a written statement explaining in reasonable detail the calculation of the Net Settlement Amount, provided that failure to give such Notice shall not affect the validity or enforceability of the liquidation or give rise to any claim by the Defaulting Party against the Non- Defaulting Party. The Net Settlement Amount as well as any setoffs applied against such amount pursuant to Section 10. 3. 2, shall be paid by the close of business on the second Business Day following such Notice, which date shall not be earlier than the Early Termination Date. Interest on any unpaid portion of the Net Settlement Amount as adjusted by setoffs, shall accrue from the date due until the date of payment at a rate equal to the lower of( i) the then-effective prime rate of interest published under" Money Rates" by The Wall Street Journal, plus two percent per annum; or( ii) the maximum applicable lawful interest rate.

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

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

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

SECTION 11. FORCE MAJEURE

11. 1. Except with regard to a party' s obligation to make payment( s) due under Section 7, Section 10. 4, and Imbalance Charges under Section 4, neither party shall be liable to the other for failure to perform a Firm obligation, to the extent such failure was caused by Force Majeure. The term" Force Majeure as employed herein means any cause not reasonably within the control of theparty 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 orfailure 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, insurrectionsorwars, 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 oflaw promulgated 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) economichardship, 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 wholeor in part, the pass through of costsresulting 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 supplyor depletionof 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 anythingto 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 ih effect until the expiration of the latest Delivery Period of any transaction( s). The rights of either party pursuant to Section 7. 6; Section 10, Section 13, the obligations to make payment hereunder, and the obligation of either party to indemnify the other, pursuant hereto shall survive the termination of the Base Contract or any transaction.

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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 THE 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 NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE

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

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

SECTION 14. MARKET DISRUPTION
If a Market Disruption Event has occurred then the parties shall negotiate in good faith to agree on a replacement price for the Floating Price ( or on a method for determining a replacement price for the Floating Price) for the affected Day, and if the parties have not so agreed on or before the second Business Day following the affected Day then the replacement price for the Floating Price shall be determined within the next-two following Business Days with each party obtaining, in good faith and from nonaffiliated 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 theaverageof the other party' s two quotes shall determine the replacement price for the Floating Price.

Floating Price" means the price or a factor of the price agreed to in the transaction as being based upon a specified index.

Market Disruption Event" means, with respect to an index-specified for a transaction;, any of the following events: ( a) the failure of the index to announce or publish information necessary for determining the Floating Price; ( b) the failure of trading to commence or the permanent discontinuation or material suspension of trading on the exchange or market acting as the index; ( c) the temporary or permanent discontinuance or unavailability of the index; ( d) the temporary or permanent closing of any exchange, acting as the index; or ( e) both parties agree that a material change in the formula for or the method of determining the Floating Price has occurred.. Forthe 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, transferand 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, riles, 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.

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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 party of any proceeding of which it is aware which may result in disclosure of the terms of any transaction( other than as permitted hereunder) and use reasonable efforts to prevent or limit the disclosure. The existence of this Contract is not subject to this confidentiality obligation. Subject to Section 13, the parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with this confidentiality obligation. The terms of any transaction hereunder shall be kept confidential by the parties hereto for one year from the expiration of the transaction.

In the event that disclosureis required by a governmental body or applicable law, the party subject to such requirement may disclose the material terms of this Contract to the extent so required, but shall promptly notify the other party, prior to disclosure, and shall cooperate ( consistent with the disclosing party' s legal obligations) with the other party' s efforts to obtain protective orders or similar restraints with respect to such disclosure at the expense of the other party.

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

15. 12. Any original executed Base Contract, Transaction Confirmation or other related document may be digitally copied, photocopied, or stored oncomputer 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 recordsof 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 OFI1TLE, NONINFRINGEMENT, 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.

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F

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: BUYER:

Attn: Attn:

Phone: Phone:

Fax: Fax:

Base Contract No. Base Contract No.

Transporter: Transporter:

Transporter Contract Number: Transporter Contract Number:

Contract Price: $ MMBtu or
Delivery Period: Begin: End:

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

MMBtus/ day MMBtus/ day Minimum Up to MMBtus/ day
0 EFP V
MMBtus/ day Maximum. .
subject to Section 4. 2. at election of
0 Buyer or 0 Seller
Delivery Point( s):

If a pooling point is used, list a specific geographic and pipeline location): .

Special Conditions:

Seller: Buyer:

By: By:,
Title: Title:

Date: Date:

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ATTACHMENT NO. 4(A)
TRANSACTION CONFIRMATION NUMBER RED001- TC01
See attached.

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TRANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
Date: September 3, 2019
Transaction Confirmation#:

RED001- TC01
This Transaction Confirmation is subject to the Base Contract between Seller and Buyer dated The terms of this Transaction Confirmation are binding ulon execution by the parties.

SELLER: BUYER:

Clean Energy Renewable Fuels, LLC City of Redondo Beach Attn: Jesse Reyes
Attn: Tyler Henn Phone: 818- 399- 3769
Phone: 949- 437- 1258 Email: [email protected]
Fax: 949- 724- 1358
Base Contract No. RED001
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( 5) year anniversary of the Start Date( the" Initial Delivery Period").

However, notwithstanding the foregoing, Buyer shall be entitled to extend the Delivery Period for one( 1) five 5) year term( the" Renewal Delivery Period") by notifying Seller in writing of Buyer' s intent to extend the Delivery Period at least sixty( 60) days prior to the end of the Initial Delivery Period.

The Initial Delivery Period and any Renewal Delivery Period shall be referred to as the" Delivery Period".

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

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

MMBtus/ day 0 MMBtus/ day Minimum Up to
MMBtus/day.

EFP 200 MMBtus/ day Maximum(" Max Daily Quantity")

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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# RED001- TCO2 ( between the parties and dated during such month.

The Variable Quantity shall be made up ofBiogas. Buyer acknowledges that the delivered quantities ofBiogas will 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, Seller shall use reasonable efforts to provide an amount of Biogas to the Delivery Point which is equal to ninety percent( 90%) of Buyer' s Gas Quantity( as defined below) for the applicable rolling six( 6) month period( the" Minimum Commitment"). " Buyer' s Gas Quantity" means the total amount of natural gas provided to the Station( as defined below) based on the invoices ( which are related to the Delivery Point and the applicable rolling six( 6) months) Buyer receives from the natural gas utility 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 ninety( 90) days prior written notice to Seller in the event that over any consecutive six( 6) month period, the total volume of Biogas sold by Seller to Buyer hereunder is less than the lesser of: (a) ninety percent( 90%) of Buyer' s Gas Quantity during such six( 6) month period; and( b) the Max Daily Quantity, referenced above, multiplied by the number of days in the applicable six( 6) month period.

Delivery Point: The Delivery Point shall be Buyer' s Southern California Gas Company(" SoCalGas") 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).).

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

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

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

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oos. Contract ID# 2895 a _ r:
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CARE" 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)).

Conventional Gas" means Gas other than Biogas.

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

EPA" means the United States Environmental Protection Agency.

EPA Renewable Fuels Standard" or" EPA RFS" means the renewable energy program and policies established by the Environmental Protection Agency and published on March 26, 2010 ( at 75 Fed. Reg. 14670) and which became effective on July 1, 2010.

Green Attributes" means any and all attributes, including Lifecycle Greenhouse Gas Emissions, associated with the production, sale and use ofBiogas as an Advanced Biofuel, Cellulosic Biofuel, low carbon fuel or Alternative Fuel as necessary to generate or claim applicable CARE 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.

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 GARB, related to the full fuel lifecycle, including all stages of fuel and feedstock production and distribution, from feedstock generation or extraction through the distribution and delivery and use of the finished fuel to the ultimate consumer, where the mass values for all greenhouse gases are adjusted to account for their relative global warming potential.

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

Low Carbon Fuel Standard Credits" or" LCFS Credits" shall mean credits generated and traded under the

Page 3 ends

Contract ID# 2895 z 1~ " Y
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.

LRT" means the reporting tool established in accordance with LCFS and required by CARE 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 as the RINs generated from the Biogas sold hereunder.

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

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

Special Conditions:

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 10th and
20th day of each
month. This obligation shall survive the termination or expiration of this Transaction Confirmation until the last day of the full calendar month following the month in which this Transaction Confirmation expired or terminated. Buyer shall maintain all records relevant to the purchase of Biogas from Seller 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

Page 4 ends

Contract ID# 2895 A '
qTY A TVP Y' S
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. d) Buyer may, at its discretion, elect to have Seller be the administrator of Buyer' s LRT account whereby Buyer creates a separate user profile and login for Seller. In the event this election is made by Buyer, Buyer shall notify Seller in writing and shall provide Seller with the applicable information requested by Seller for its separate user profile and login. Buyer acknowledges and agrees that Seller' s only responsibility in relation to such election is to input information regarding the amount of Biogas provided by Seller to Buyer during the applicable time period and Buyer remains solely responsible for all certifications, and the accuracy of such certifications, in relation to ( a) the amount ofBiogas consumed during the applicable time period, and( b) the fact that all Biogas consumed has been used as a vehicle fuel. Buyer agrees to defend, indemnify and hold Seller and its affiliates harmless from and against any and all claims, damages, liabilities, expenses, suits, and/ or costs which may arise in relation to Buyer' s LRT account except to the extent such claims, damages, liabilities, expenses, suits and/ or costs arise solely and directly based on Seller' s gross negligence or willful misconduct as evidenced by written records.

3. Hierarchy and Governing Law.

4. CARB LCFS Regulated Party Status.

Pursuant to the California Code of Regulations for the Low Carbon Fuel Standard, Seller will retain the Low Carbon Fuel Standard( LCFS) regulated party status set forth in Title 17, California Code of Regulations in§§ 95480- 95490 as an" opt-in" regulated party under California Air Resources Board as set forth in Title 17, California Code of Regulations § 95480. 3 with respect to all Biogas sold by Seller to Buyer hereunder.

Buyer will retain regulated party status set forth in Title 17, California Code of Regulations in§§ 95480- 95490 as an opt-in" regulated party under California Air Resources Board as set forth in Title 17, California Code of Regulations § 95480.3 with respect to all Conventional Gas purchased by Buyer at the Delivery Point.

S. LCFS Credit Generation and LCFS Credit and RIN Sales. a) For Biogas sold by Seller to Buyer hereunder, Seller shall pay Buyer:
1) One- hundred( 100%) of the LCFS Credits Resale Price for all LCFS Credits that would have been generated by Conventional Gas ifthe Biogas provided under this Transaction Confirmation and sold as Vehicle Fuel at the Station had been Conventional Gas( the" Conventional LCFS Credits"); plus 2) Six percent( 6%) of the LCFS Credits Resale Price for all Incremental LCFS Credits generated from Biogas Vehicle Fuel sold at the Station.

Seller shall make such payment within thirty( 30) days of the date of Seller' s receipt of payment for such sold LCFS Credits.
b) Buyer acknowledges that Seller and/ or its affiliates will act as a principal with respect to their own LCFS Credits and/ or as an agent with respect to LCFS Credits generated and/ or sold hereunder and Buyer hereby waives any claim against Seller and/ or its affiliates based on any conflict ofinterest or alleged conflict ofinterest 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 Contract ID# 2895

Page 5 ends

4. OP;
awid,
v;
Yss
hereunder. Seller and/ or its affiliates and control persons shall owe no fiduciary obligation to Buyer with respect to the LCFS Credits generated and sold. Seller and its affiliate' s sole obligation with respect to the sale of LCFS Credits generated and/ or sold in this transaction shall be to use commercially reasonable efforts to sell such credits alongside other LCFS Credits that Seller and/ or its affiliates may market or sell based on the calendar quarter in which such credits are generated.
c) Buyer will Deliver the Blue Gas LCFS Credits on or before the ninetieth( 90th) day ofthe calendar quarter following the end of each calendar quarter at Buyer' s sole expense. Within thirty( 30) days after each Delivery, Seller will provide Buyer with a report detailing the quantity of LCFS Credits that Buyer Delivered to Seller' s LCFS Account. All rights, title to and interest in and risk of loss for the Blue Gas LCFS Credits will transfer from Buyer to Seller upon Delivery. Seller shall pay Buyer eighty- five percent( 85%) of the LCFS Credits Resale Price for each Blue Gas LCFS Credit sold by Seller. Seller shall make this payment within thirty( 30) days of its receipt of payment for such sold Blue Gas LCFS Credits.
d) Seller shall pay Buyer the RIN Share within thirty( 30) days of the date of Seller' s receipt of payment for such sold RINs.
e) 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 ofthe sale of any ofthe 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' ssole obligation with respect to the sale of RINs generated and/ or sold in this transaction shall be to use commercially reasonable efforts to sell such credits alongside other RINs that Seller and/ or its affiliates may market or sell based on the calendar month in which such credits are generated.

6. Consultant Support.

Buyer and Seller shall work with Seller' s consultant and/ or RIN quality assurance plan( QAP) provider to ensure that it has created documentation necessary for Biogas and RIN creation in compliance with EPA requirements and LCFS Credit creation in compliance with CARB requirements. Seller shall be responsible for all of its costs incurred for EPA RFS and LCFS compliance and RIN generation. Seller shall also be responsible for all ofits costs incurred for LCFS Credit generation when such credits are generated by the Biogas provided by Seller to Buyer hereunder. Buyer shall be responsible for all ofits costs incurred for LCFS Credit generation when such credits are generated by Conventional Gas.

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

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

Page 6 ends

Contract ID# 2895 4#11
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. Adjustmentfor Disqualified Biogas
In addition to other remedies available under the Base Contract and hereunder, if Gas sold by Seller and purchased by Buyer hereunder originally deemed to be Biogas becomes classified as Disqualified Biogas and such disqualification did not occur based on an act or omission of Seller, Seller will be entitled to a refund of any payment made to Buyer under Sections 5( a) and 5( d) above which is related to such Gas. This obligation shall survive the termination or expiration of this Transaction Confirmation.

In addition to all other remedies under the Base Contract and hereunder, if Gas sold by Seller and purchased by Buyer hereunder originally deemed to be Biogas is not processed into a Vehicle Fuel, Seller will be entitled to a refund of any payment made to Buyer under Sections 5( a) and 5( d) above for the volume of Biogas that was not processed into a Vehicle Fuel. This obligation shall survive the termination or expiration of this Transaction Confirmation.

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.

Page 7 ends

Contract ID# 2895
Z7gry' JTTt FlI Y' S"
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CITY OF REDONDO BEACH CLEAN ENERGY RENEWABLE FUELS, LLC, a Delaware a California municipal corporation limited liability company By: By:

William C. Brand, Mayor Ty 1 E
1 I_\
Name:—.71 lJ C-- kA-v\ 1v
Title: \)
ATTEST:

BY: b. i.,_. i 1111111.;.. 1111111.;.

Name: LRAM . 7) f
By: RUM I
Title: ro `. ' meqd- Sk CJetr
Eleanor Manzano, City Cler
Please note: Two signatures required for corporations
pursuant to California Corporations Code Section 313,
unless corporate documents authorize only one person to APPROVED AS TO FORM: sign this Agreement on behalf of the corporation.) E¢ a:/'
Place corporate seal here
By: 4!,
Michael W. Webb, City Attorney

Page 8 ends

Contract. ID# 28953rra`
r,

EXHIBIT A
CNG Station Location
Street Address City and State Local Distribution
Channel
531 North Gertruda Ave Redondo Beach, CA SoCalGas

Page 9 ends

Contract ID# 2895 s '
rv rgn vs
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ATTACHMENT NO. 4(B)
TRANSACTION CONFIRMATION NUMBER RED001- TCO2
See attached.

A<
p5E0,
pITViiiUf'
INl..

TRANSACTION CONFIRMATION

FOR IMMEDIATE DELIVERY
Date: September 3, 2019
Transaction Confirmation#:

RED001- TCO2
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: BUYER:

City of Redondo Beach Clean Energy Renewable Fuels, LLC Attn: Jesse Reyes
Phone: 818- 399- 3769 Attn: Tyler Henn
Email: Jesse. Reyes@redondo. org Phone: 949- 437- 1258
Fax: 949- 724- 1358
Base Contract No. RED001
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 commence on the first( 1S`) day ofthe Delivery Period of Transaction Confirmation# RED001- TC01 between the parties and dated and shall end on the last day of the Delivery Period of Transaction Confirmation# RED001- TC01 by and between Buyer and Seller.

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

MMBtus/ day 0 MMBtus/ day Minimum Up to
MMBtus/day.

EFP 200 MMBtus/ day Maximum
Performance Obligation: During every month of the Delivery Period ofthis 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# RED001- TC01) from Buyer under Transaction Confirmation# RED001- TC01 during such month.

Delivery Point: The Delivery Point shall be Seller' s Southern California Gas Company(" SoCalGas") meter interconnect at Seller' s California compressed natural gas (" CNG") station listed in Exhibit A, which is attached

Page 1 ends

PESONQ0 Contract ID# 2896
a ppppp,
90 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.

CITY OF REDONDO BEACH CLEAN ENERGY RENEWABLE FUELS, LLC, a Delaware a California municipal corporation limited liability company By: By.

William C. Brand,MayorName: T / 1 L 1` lTG
1 l, Ef\I
Title: Vice .{P'12 N
1 ,
ATTEST:

BBY: 41;_ AA.,,,/
ctir,—,,
Name: IFSIMMIEM
Lei' / Title: r 0 T Co i1ir. By: F/6{AA°
Eleanor Manzano, City Clerk
Please note: Two signatures required for corporations
pursuant to California Corporations Code Section 313,
unless corporate documents authorize only one person to APPROVED AS TO FORM: sign this Agreement on behalf of the corporation.) XII `/ " Place comorate seal here
By;
Ilhh CC// JJ
Michael W. Webb, City Attorney

Page 2 of 3 ends

Contract ID# 2896
r4
1 Exhibit A
CNG Station Location
Street Address City and State Local Distribution
Channel
531 North Gertruda Ave Redondo Beach, CA SoCalGas

Page 3 of 3 ends

Contract ID# 2896 roFPE°°
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ATTACHMENT NO. 5

FORM OF PERFORMANCE, PAYMENT, AND WARRANTY BONDS
See attached.

O' Ci 11 [ t:
bary )T
L-,
Zv
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irerwariliril rtic rad
Bond 0226460
KNOW ALL:PERSONS:SY THESE PRESENTS that
WHEREAS, the: City.Of Redbridolleach California (' City") liasaward d Clean Energy
4675 MacArthur Court, Suite 800, Newport Beach, CA,92660' Nettie and address of Contractor)
Priricipaio,) :
a, colt:Mot,(" C,Onlraciu.) 2fOr the described as folloWs:

City FuelingStation Replacement Protect, JOb, No.-20610 WHEREAS, Principal is required under the terms of the Contract to a bond for faithful performance ofthe Coritiact
NOW, THEREFORE, we, the Principal, and
Berkley Insurance Company, 1250 E. Diehl Road, Suite 200, Naperville, IL 60563 Name and address of Surety)
Surety") a dull?' admitted surety insurer tinder' the laws of the State of California, , as, Surety, are held and firmly bound unto the City in the penal sum of Eight Hundred Sixty-Eight Thousand Six Hundred
Forty- Four and 75/ 100 Dollars ($ 868, 644. 75 this amount being not
lesss:
thanOne. hundred percent( 100%) of the total contract price, in lawful money of the United States of America, for the payment of which: sum well and truly to be made, we bind ourselves, our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly bythese presents..

THE CONDITION OF ,THIS OBLIGATION IS SUCH THAT, ifthe hereby bound Principal; • its heirs, executors, administrators, successors Or assigns, Shall in all things-Stand: to and abide by, and will and truly keep, and perform all the undertakings, terms, covenants, conditions and agreements in the Contract and any alteration thereof made as therein provided, on the Principal' s part to be kept and performed, all; within the time and in the. manner therein specified, and in all respects according to their true intent and moaning, and, shall Indemnify and' hold harrniess,the City, its officers, agents, and others as therein provided, then this obligation shall become bull and void.„otherwise, it shall be and remain in full force and effect In case suit is brought upon this bond, Surety further agrees to pay all court costs Incurred by the City in the suit and reasonable attorneys' fees.in' an: amount fixed by the court, FURTHER the Surety forvalue. Teceived, hereby stipulates and agrees' thatE no change, extension of time, alteration, addition ormodification to the terms of the Contract or of the work to be performed thereunder, or the specifications for :the same; shall in any way affect its obligations under this bond, and it does hereby waive notice of Such change, extension of 13A
t•vA, " sy s
q
time, alteration,; addition; or modification to the terms of the Contract or to the work.'or to the:
specifications thereunder.

IN WITNESS WHEREOF, AWQ,:(?) identical counterparts of thiststrumenf,, eadtvof which shall for all, purposes be deemed an original, hereof, have been duly executed by Principal and Surety; On the date set forth below, the name of each corporate party being' hereto affixed and theSe, presents, duly signed . by its undersigned representative( s) pursuant to authority of its governing, body.

Date: August 28, 2019
Principari
usitirety.

Clean Energy Berkley Insuranace Company
N/ A
Na' e: Pi-T-011,u AO 7izar1T Name:. Melissa Schmidt
Its: ,( 51) Ova. 6Eir`1 its: Attorney- in- Fact
By: By: N/ A
Name: Name:,
Its:, Its:

Seal) SOal),

CITYOF REDONDO BEACH

APPROVED ASTOSURETY APPROVED AS TO FORM

AND PRINCIPAL AMOUNT
By; ( By:

Nsic anager City Attorney
Note; This bondmmtbe executed in duplicate and dated. All signatures must be notarized, arid evidence of.the' euthority61 any person signing as attorney- in-fact must be attached. 44*),
LA
State of Illinois }
ss.

County of DuPage }
On August 28, 2019, before me, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared Melissa Schmidt known to me to be Attorney- in-Fact of Berkley Insurance Company the corporation described in and that executed the within and foregoing instrument, and known to me to be the person who executed the said instrument in behalf of the said corporation, and he duly acknowledged to me that such corporation executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year stated in this certificate above.

My Commission Expires 3/ 29/ 20 ,
Yf

OFFICIAL SEAL
DAWN L. MORGAN
s NOTARY PUBLIC, STATE OF ILLINOIS
awn L. Morgan, Notary Pub ' My Commission Expires Mar 29, 2020 No. BI- 112f

POWER OF ATTORNEY

BERKLEY INSURANCE COMPANY

WILMINGTON, DELAWARE
NOTICE: The warning found elsewhere in this Power ofAttorney affects the validity thereof. Please review,carefully.

KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY ( the " Company"), a corporation duly v' organized and existing under the laws of the State of Delaware, having its principal office in Greenwich, CT, has made, constituted n ._ and appointed, and does by these presents make, constitute and appoint: James L Moore; Stephen T. Kazmer; Dawn L. Morgan; 6' - Kelly A. Gardner; Jennifer J.McComb; Elaine Marcus; Melissa Schmidt; Tariese M.Pisciotto; Diane M. R„ bright; or Sines, 2 Aydin, ofHUB International Midwest Limited of Downers Grove, IL its true and lawful Attorney-in-Fact, to sign its name as E surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the c.e, exception ofFinancial Guaranty Insurance, providing that no single obligation shall exceed Fifty Million and 00/ 100 U.S. Dollars Ig 72 ( U.S.$ 50, 000, 000. 00), to the same. extent as if such bonds had been duly executed and acknowledged by the regularly elected i:E officers of the Company at its principal office in their own proper persons.

This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, o- t, without giving effect to' the principles of conflicts of laws thereof. This Power of Attorney is granted pursuant to the following resolutions which were duly and validly adopted at a meeting of the Board of Directors of the Company held on January 25, 2010:

E o RESOLVED, that, with respect to the Surety business written by Berkley Surety, the Chairman of the Board, Chief Executive o - Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant Secretary are' o
o E hereby authorized to execute powers of attorney authorizing and qualifying the attorney- in-fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal o Q
of the Company to powers of attorney executed pursuant hereto; and said officers may remove any such attorney- in-fact and

1.-— 2
RE
revoke. any power of attorney previously granted; and further that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or E^ _
Z.• other suretyship obligations specificallynamed therein, and theyhave no authority tobind the Company except the manner and to the extent therein stated; and further

2. RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney- in-fact named; and a cn further
E RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any a, T, power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or ro . other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as g • c though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any 2 E person or persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have v'
o ceased to be such at the time when such instruments shall be issued. o- LT-- IN WITNESS WHEREOF, the Coinpany has caused these presents to be signed and attested by its appropriate officers and its 0 1
corporate seal hereunto affixed this q day of A. S-r. , totb t
Attest: 7/ Berkle Insurance Canpany,
a ( Seal) By By lv-7_ 4/
C. tea+- Ira . Lede an Jef • e . , fter
Cu,. ,
a: Executive Vice President& Secretary en o i - esident „ a-4:

WARNING: THIS POWER INVALID IF NOT PRINTED ON BLUE" BERKLEY” SECURITY PAPER.

STATE OF CONNECTICUT)
a ss:
o' 2; COUNTY OF FAIRFIELD )
0 Sworn to before me, a Notary Public in the State of Connecticut, this a" day of i Vr 7.01$, by Ira S. Lederman c and Jeffrey M. 1- taller who are sworn to me to be the Executive Vice Pre ' de t and Secretary, n the Senior Vice President, V respectively, of Berkley Insurance CompattglARIA C. RUNDBAI< EN C L. Q` = NOTARY PUBLIC G?/ U ` '/ 4Y-/0-4 o; MY COMMISSION EXPIRES otary Public, State of Connecticut C7 APRIL 30, 2019
Z ` 2 CERTIFICATE
i
I, the undersigned, Assistant Secretary of BERKLEY INSURANCE COMPANY, DO HEREBY CERTIFY that the foregoing is a true, correct u and complete copy of the original Power of Attorney; that said Power of.Attorney has not been revoked or rescinded and the the authority of the Attorney- in-Fact set forth therein, who executed the bond or undertaking to which this Power of Attorney is attach-. i. i 1 force and effect as of this date.
28th
Y of i''
0 Given under my hand and seal of the Company, this. da August, 2 4°, 1
1Pr
Seal) jJ/. i.':
ichael . u' tli0 ' 1
Please verify th'e authenticity of-the 'instrument attached to this Power by
To111- Free Telephone: (800) 4.56=5480; or
Electronic Mail; BSGlnquiry@berkleysur: ety corn
Any, written notices; inquiries,, claims=or deMa.nds to:the Sur-.sty on the bond attached to this:Powershbuldi bedirected to:

Berkley Surety
412. Mount Kemble Ave,
Suite 31ON
Morristown, NJ 0? 960
Attention: Surety claims De.partrnent
Or
Email; BSGClaimpbe. rkleysurety: coma
Please include with all:communications the bond number and the name•of the pririclpai on th:e bond. Where a. dialer' is.<being; ass.erted, please set forth generally the basis of the claim.' In the case, of a payment or performance bond, please also identify the project to' which the bond pertains.

Berkley Surety is• a member:company of W R. Berkley Corporationythat underwrites suretybusiness. on' behalf. of Berkley Insurance Company, Berkley Regional Insurance Company and corolina Casualty Insurance :Company.

IE- 611
Labor and Atatei10)',
Bond NO 0226460
KNOW ALL PERSONS BY THESE PRESENTS that
WHPREAS, the OifY.OfliedOrido. Beach: California (" city") haoewardedio' Clean Energy
407,5.:MecArthor'Court; Suite 800, Newport Beach, CA 92660 Name and addreSSofeontroetor). '
rPrinarPer), a contract:(" esontreer) for the described as follows:

City'Fueling' Station Replacement Project, joll.No. 20670' WHEREAS,,,Principal is required under the terms of the.contrabt,end:the California Civil Code secure the payment. of',claimsof laborer., mechanics,: niaterialrheii, and other persons as PrOvid00. by low
0V,V;,,-THEREFORE; we, the undersigned Principal, and
Berkley Insurance Company, 1250 E. Diehl Road, Suite 200, Naperville, IL 60563 Narnondaddrass of Surety)
Surety") a duly admitted surety insurer under the. laws of the State of California, as VOYtunAg si4e41- 6ht Rg'isaAtirgl'HuitiitiVad untothe City in the penal sum Of, Forty Four and 7511nn Dollars ($ 868, 644. 75 thEsgmount being not less than one hunctrodparcant1100%) of the total contract price, in lawful money of the United States of America, for the payment of' which sum well' ericf,00(00 be made, we bind ourselves, our. exoeufor8,: adniinietratorei, kAoceseore,, and aaaigne, jointiy, and severally, firrniyhythese, oresente
THE CONOTON OF THIS OBLIGATION IS SUCH THAT, if hereby bound Principal, its heirs, executors, administrators, etiooesporeor assigns, or subcontractors shall fail to pay any Of the persons named in Section' 3181 of the California Civil Code, or any amounts due under the Unerriployment. Insurance Code with respect to work or labor performed under the Contract, or for any amounts lequired to,. be deducted, withheld, and paid over to. the Employment Development Department frOm the, wages Of, ernolOyets. of the.,Principal and subcontractors pursuant to Section 13030 of the Unemployment Insurance eede„ oth-,Tp4pOtto work or labor. performed under the EContract, he Surety will pay forthe same in an amount not the penal sum'§ p991f19C.1 in this bond, this obligation shall become null end. libid. This. bend shall inure tolhe:benefit of any of the persons named in Section 3181 OflheColiforpie Civil goOp, so as to give a_right„of'abtiOrf•to,SUCh-iSersoris or their assigns in any suit Oropgi* upon the bond.

In, case.suit is brought upon this bond, Surety further agrees to.-payellieburt costs incurred by the City[ lite suit and reasonable attorneystfeeeineriemount fixed hy,the cciurt.

FURTHER,,thoiSutetY,:fOr value received, hereby stipulates pridiagreas that novohange, extension of time,' alteration, addition or modifieation• to the terms of the Contract, or Of the work to be performed, thereunder, or the:, specifications for the same, shall in any way affect its. r1,421c,451
1 obligations. 4nder' this bond,, and it hereby waive notice of, any' suCh change,, e),(ten§ iOn' of time; alteration,. addition, or modification to the termsof the Contract or to: the Work or to. the specifications thereunder.

IN WITNESS WHEREOF, two ( 2) identical counterparts Of this instrument, each of which shall for all purposes be deemed an original hereof,. have been duly executed by Principal and Surety, on the date set forth below, the narrie of eaCh corporate party being hereto affixed and these presents duly ,signed by its undersigned representative(s) pursuant to authority of its governing body.

Date: August 28, 2019
Principal" Sure1ty"
Clean Energy Berkley Insurance Company
N/ A
By: 1,4/2/4), ByCA440-6014411-
N a M aarr Name: Melissa Schmidt
Its: t< Qat). Its: Attorney- in- Fact
ByN/A
Name: Name:

Its:,
Seal) Seal)
CITY OF REDONDO.BEACH
APPROVED AS-TO'SURPTY' APPrtiVgDAS:1"0-.FORIVI

AND PRINCIPAL AMOUNT
By: 4/14r / t%), ( 1(4,
isk lvJnager City Attorney
Note This bond must be executed in duplicate and dated, All signatures Must be notarized, and evidence of the authority of any sighlrig" aS attorney- in- fact MuSt, be attached. foot,
04,,,
No. BI- 112f

POWER OF ATTORNEY

BERKLEY INSURANCE COMPANY

WILMINGTON, DELAWARE
NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereof. Please review carefully.

KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY ( the " Company"), a corporation, duly N
organized and-existing under the laws ofthe State of Delaware, having its principal office in Greenwich, CT, has made, constituted and appointed, and does by these presents make, constitute and appoint: James L Moore; Stephen T. Kamer; Dawn L. Morgan; 3 - Kelly A. Gardner; Jennifer J. McComb; Elaine Marcus; Melissa Schmidt; Tariese M.Pisciotto; Diane M. Rubright; or Sinem Aydin ofHUB International Midwest Limited of Downers Grove, IL its true and lawful Attorney-in-Fact, to, sign its name as surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the cu exception of Financial Guaranty Insurance, providing that no single obligation shall exceed Fifty Million and 00/ 100 U.S. Dollars U.S.$ 50, 000, 000. 00), to the same extent as if such bonds had been duly executed and acknowledged by the regularly elected co officers of the Company at its principal office in their own proper persons.

This Power of Attorney shall be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, t without giving effect to the principles of conflicts of laws thereof This Power of Attorney is granted pursuant to the following resolutions which were duly and validly adopted ata meeting of the Board of Directors of the Company held on January 25, 2010:

E-. a RESOLVED, that, with respect to the.Surety business written by Berkley Surety, the Chairman of theBoard, Chief Executive u Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant Secretary are c
hereby authorized to execute powers of attorney authorizing and qualifying the attorney-in-fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal o. . ofthe Company to powers of attorney executed pursuant hereto; and said officers may remove any such attorney-in-fact and revoke any power of attorney previously granted; and further RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or other suretyship obligations specifically named therein, and theyy have no authority to bind the Company except in the manner and to the extent therein stated; and further
RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney- in-fact named; and o
further
6e • RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any power of attorney or certification thereof authorizing the execution and deliveryof any bond, undertaking, recognizance, or N other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as G though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any E person or persons who shall have been such officer or officers of the Company, notwithstanding the fact that they may have ceased to be such at the time when such instruments shall be issued. 0o
0 IN WITNESS WHEREOF, the Company has caused these presents to be signed and attested by its appropriate officers and its o. e corporate seal hereunto affixed this g" day of Qa - s-r Attest: kr Compan(
Seal) By
o.v lra Lede an Jef • e; 4fter
o
Executive Vice President& Secretary en o i • esident
v' WARNING: THIS POWER INVALID IF NOT PRINTED ON BLUE" BERKLEY" SECURITY PAPER.

STATE OF CONNECTICUT)
o
v. Ss:
o' 2' COUNTY OF FAIRFIELD )
6 Sworn to before me, a Notary Public in the State of Connecticut, this aril
day of_ J b( 7.01$, by Ira S. Lederman
and Jeifrcy Ivl. J" tafter who are sworn to me to be the Executive Vice Pre ' de t and Secretary, n the Senior Vice President, V' respectively, of Berkley Insurance CompartglARIA C. RUNDBAKEN

NOTARY PUBLIC
I a MY COMMISSION EXPIRES otary Public, State of Connecticut C7 ~' APRIL 30, 2019
4 4 CERTIFICATE
I, the undersigned, Assistant Secretary of BERKLEY INSURANCE COMPANY, DO HEREBY CERTIFY that the foregoing is a true, correct and complete copy of the original Power of Attorney; that said Power of Attorney has not been revoked or rescinded and th. the authority of the Attorney- in-Fact set forth therein, who executed the bond or undertaking to which this Power of Attorney is. attach-. i i I force and effect as of this date.
28th August, 20 • Given under my hand and seal of the Company, this day of Seal) LiV.
chael- . u' It; 07 i/
Please. verify the authenticity of the instrurtieht. 6ttached to this Power by:

Toll- Free Telephone' ( 8,i00) 4$ 6,-5486; or
Electronic Mail 13.5GInquirv@berkleysuretv: corn
Any written, nptiCes, inquiries; claims: or demands to the Surety on the bond a,ttached to thisTowef shbuldibe directed to:

Berkley Surety
4121Mount Kemble Ave.

Suite 310N
Morristovvn, NJ 07960
Attention : Surety claims Department
Or
Email BSGClaimpberkleystirety:COrrt
Please include with all communications the bond numberand the name of the principal on the bond. Where a Clair-ills being: asserted; please set forth generally the baSis, of the clairnIn the case, d'a payment or performance bond, please also identify the project to:which the bond pertains,:

Berkley Surety is, a member company of W. R Berkley Corporation that underWriteSsUrety bogne$$,Mbehalf of Berkley Insurance Company; Berkley, RegionalInSutanceCOMpariy Ond Carolina Casualty Insurance tornpany.

State of Illinois }
ss.

County of DuPage }
On August 28, 2019, before me, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared Melissa Schmidt known to me to be Attorney- in-Fact of Berkley Insurance Company the-corporation described in and that executed the within and foregoing instrument, and known to me to be the person who executed the said instrument in behalf of the said corporation, and he duly acknowledged to me that such corporation executed the same.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year stated in this certificate above.

M Commission Expires 3/ 29/ 20 OFFICIAL SEAL
DAMN L. MORGAN
4 NOTARY PUBLIC, STATE OF ILLINOIS
Dawn L. Morgan, Notary Pu c My Commission Expires Mar 29, 2020 i' it -.:. —
3 n, y_.....v q- ': v+• rJ g...,. , a ':

VV01.07;:iFay
Bond NoNO. 0226460
KNOW ALL, PERSONS BY THESE PRESENTS that:

WHEREAS, the' CityWRedondbaeacli, California(" City"), has awardedla Cleart, EnOtOk
4675: itgadAithtit COUtiSuita80q, INeWliortBeach, tk9266.0..

Name- and address of COntractor)("
PrillciP. 1"),. a PontrePtcntOntraP,e),10,f-theVork.desoribed as FYPIHITStatkri RePlaceMerit, Project, Job No. 20670'
WHEREAS, the Principal is required. to furnish a bond ii-E-ponnedion-With saidcontract. guaranteeing the„WOrkMariShiparid.: Materiala. thereof.

NOW, THEREFORE, We; thedndersignotLContradtOr and Surety, are. heldfitnilYboUnd untoihe-City irt the,penal.edniof Eight Hundred Sixty- Eight Thousand. Six Hundred Forty- Four and 75/ 100 Dollars ($ 888,644 75 this amount being not less than ten perPent:( 1076), bf,tba total COhtraaptioa, be paid to the City, its successors and assigns, fOrswhiohlpayrrient will and truly to bariade.WebindbUtPialVes,' OUr,heirP, egoCiitoit, administrators, successors, and assigns, jointly and severally,
THE CONDITIONDETHIS OBLIGATIONIS- SU.CH THAT, if botitid Princiálfäils t make at its expense, in-pedeelPrettorethe" worktyfull compliance with the reguirementsicifthe; abovementioned contract or any modifications or .amendments thereto; any and`.:all repairs and replacements madenecessaryby defects in materials or poor workmanship that become evident Within one ), year' after' tha date of final payment to the' Contrebtor-„,or if tha.COntraCtbe fails'tO hold the City harmless from claims of any" kind.: arising from damage due to: said. defects in materials orpoor.:ikorKmanShio, then the Surety or sureties shall pay to City and the City shall be entitled to tiE06, ( 10; U$ 0..th0 full amount of the Warranty, Eonci set forth above, or any portion thereof aiffident to partnit,city9tonyboiltraeldit or subcontractors selected by the City to do the Work in aider to restore it; tO fullOOtplitAride,' with :tho requirements: Of the ' Oriteadt Or modifications or amendments thereto, and:sufficient:le bold lhe:CitybarrrileSafrOrnblairria arising frorbr,optects' IbmOteriolp or poor workmanship, otherwise, the above obligations shall be void As a part of the obligation secured hereby and in addition to theface/ ampunt specified, costs and reasonable expenses and fees',shaft be included, including reasonable attorney'Y , '•s fees incurred by City in successfully, enforcing this oblidation,. all to be taxed as costs and included in any judgment rendered:,
IN WITNESS WHEREOF, two( 2) identical counterparts of this in$trombot,' each off which shall for all purposes be deemed:an original hereof, have been duly executed by Principal and Surety, on the date, set forth below, the name ptepch corporate party being beretilaffiked and these presents duly, signed• by its :undersigned: representative(s) : pursuant to authority of its governing body..

V**
Date: August 28, 2019
PrinClpal" Surety"
Clean Energy Berkley Insurance Company
N/ A
BY: / t/,
r
By; LAV/ i/Z0.z4 -&
Na 460 4A) Name Melissa Schmidt
Its: Mt e e-Da . Its: Attorney- in- Fact
By: By: N/ A
Name: Name:

Its: Its:,
Seal)' Seal)

CITY OF REDONDO,,BEACH'
APPROVED AS TO SURETY APPROVED AS TO FpRiin

AND PRINCIPAL AMOUNT
By:, ZC2 4% 11
ger pity AttorneY
Note: This bond must be executed in duplicate and dated. All sighatures, mbstibe notarized, and evidence of the authority Of any perSOri eidhifig as attOrney-in-faCt must-be attached. 4-comG4.
s.
4,441-- 11
No. BI- 1121

POWER OF ATTORNEY

BERKLEY INSURANCE COMPANY
WILMINGTON, DELAWARE .

NOTICE: The warning found elsewhere in this Power of Attorney affects the validity thereof. Please review carefully.

KNOW ALL MEN BY THESE PRESENTS, that BERKLEY INSURANCE COMPANY ( the " Company"),: a corporation duly a' organized and existing under the laws of the State of Delaware, having its principal office in Greenwich, CT, has made, constituted a . • and appointed, and does by these presents make, constitute and appoint: James L Moore; Stephen T.Kamer; Dawn L. Morgan; Kelly A. Gardner; Jennifer J.McComb; Elaine Marcus; Melissa Schmidt; Tariese M.Pisciotto; Diane M. Rubright; or Sinem Aydin of HUB International Midwest Limited of Downers Grove, IL its true and lawful Attorney-in-Fact, to; sign its name as surety only as delineated below and to execute, seal, acknowledge and deliver any and all bonds and undertakings, with the exception of Financial Guaranty Insurance, providing that no single obligation shall exceed Fifty Million and 00/ 100 U.S. Dollars U. S.$ 50, 000, 000. 00), to the same extent as if such bonds had been duly executed and acknowledged by the regularly elected N : officersof the Company at its principal office in their own proper persons.

F2 This Power of Attorney shall. be construed and enforced in accordance with, and governed by, the laws of the State of Delaware, o: v• without giving effect to the principles of conflicts of laws thereof This Power of Attorney is granted pursuant to the following Ciresolutions which were duly and validly adopted at a meeting of the Board of Directors of the Company held on January 25, 2010:

E-• a, RESOLVED, that, with respect to the Surety business written by Berkley Surety, the Chairman of the Board, Chief Executive Officer, President or any Vice President of the Company, in conjunction with the Secretary or any Assistant Secretary are o:r hereby authorized to execute powers of attorney authorizing and qualifying the attorney- in-fact named therein to execute bonds, undertakings, recognizances, or other suretyship obligations on behalf of the Company, and to affix the corporate seal a.=. of the Company to powers of attorney executed pursuant hereto; and said officers may remove any such attorney-in-fact and o revoke any power of attorney previously granted; and further cJ, RESOLVED, that such power of attorney limits the acts of those named therein to the bonds, undertakings, recognizances, or f-7 other suretyship obligations specifically.named therein, and they have no authority to bind the Company except in the manner eo'
and to the extent therein stated; and further
RESOLVED, that such power of attorney revokes all previous powers issued on behalf of the attorney-in-fact named; and a bu further
RESOLVED, that the signature of any authorized officer and the seal of the Company may be affixed by facsimile to any iE
r• power of attorney or certification thereof authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligation of the Company; and such signature and seal when so used shall have the same force and effect as c though manually affixed. The Company may continue to use for the purposes herein stated the facsimile signature of any a
person or persons who shall have been such officer or officers of the Company, notwithstanding the,fact that they may have a ceased to be such at the time when such instruments shall be issued. o a: . IN WITNESS WHEREOF, the Company has caused these presents to be signed and attested by its appropriate officers and its o'V° corporate seal hereunto affixed this day of 2.9 t
C . 2' Attest: Berkle Insurance Company
Seal) By. f By
g. lra . Lede an Jef eAft.er
Executive Vice President& Secretary en o iesident
o a WARNING: THIS POWER INVALID IF NOT PRINTED ON BLUE" BERKLEY" SECURITY PAPER.

CL, V.• STATE OF CONNECTICUT)
a. ss:
o COUNTY OF FAFRrI); LD )
Sworn to before me, a Notary Public in the State of Connecticut, this all
day of_ d 101 Sf, by Ira S. Lederman
g. 5 and Jeffrey M. Haller who are sworn to me to be the Executive Vice Pre ' de t and Secretary, n the Senior Vice President, respectively, of Berkley Insurance CompartglARIAC. RUNDBAKEN NOTARY PUBLIC 1, C
I• a MY COMMISSION EXPIRES otary Public, State of Connecticut 24 APRIL 30, 2019
4 4 CERTIFICATE
I, the undersigned, Assistant Secretary of BERKLEY INSURANCE COMPANY, DO HEREBY CERTIFY that the foregoing is a true, correct 2 and complete copy of the original Power ofAttorney; that said Power ofAttorney has not been revoked or rescinded and th• the authority of the F. Attorney- in-Fact set forth therein, who executed the bond or undertaking to which this Power of Attorney is attach • ' 1 force and effect as of this date.
28th August, 20 • Given under my hand and seal of the Company, this day of r' Seal)
0:
40",/, 04111707,
05r
J/.'ii": s.
ichael u'
fgi./
Pleaseverify the:autheritititV of the InStrub.ielltattpdhed to this Power by:

Telephone: ( 800) 450,-5486; OF
Electronic Wit g5Glriquirvg•berklievsuretv.corn
Any written notiCesinquiries, claimsor demands to the Surety on the bond attached to this' Power should; be direpted. to:

Berkley Surety
412:Mount Kemble Ave:

Suite 310N
Morristown, Ni 07960
AtteritiOn: Surety claims Department
Or
mt@ rkleysurety'..corri,
Please include with all communications the bond number and the'na•me.of the principal ortthe bond. Where a claim. 1S- being. asserted, please set forth generally the basis of the claim. In the case of'a payment or performance bond,: please. also identify the project to* hich the bond pertains,,
Berkley Surety, is, a member company Of, W. Berkley Corporation that underwrites stirety business on of Berkley Insurance Compa,ny, I3erkl,ey Regional Insurance Company andtarolina Casualty Insurance Company.

State of Illinois }
ss.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and year stated in this certificate above.

M Commission Expires 3/ 29/
2 SEAL
DAWN L. iORGAN
lD, Q( NOTARY PUBLIC, STATE OF ILLINOIS
Dawn L. Morgan, Notary a My Commission Expires Mar 29, 2020 1 ATTACHMENT NO. 6

APPLICATION AND CERTIFICATION FOR PAYMENT
See attached.
o µEooryDpeeQ.

CfiV TiQFl Sr
L w
g
eilii°414 Clean Energy
North America' s leader in dean transportation
APPLICATION AND CERTIFICATION FOR PAYMENT AIA DOCUMENT G702 PAGE ONE OF 2 PAGES TO OWNER: PROJECT: CNG Fueling Stn APPLICATION NO: Distribution to:

City of Redondo Beach Upgrades . - APPLICATION DATE: OWNER 531 N:.Gertruda Ave ARCHITECT
1 edondo Beach CA_ 9027:7
a
PERIOD TO: CONTRACTOR
FROM CONTRACTOR:

Clean Energy: :•
4675 MacArthur Court Suite. 00.. PROJECT NOs:

Newport Beach CA 92'660 i ' • ••
CONTRACT FOR: CONTRACT DATE:

CONTRACTOR' S APPLICATION FOR PAYMENT The undersigned Contractor certifies that to the best of the Contractor's knowledge, Application is made for payment, as shown below, in connection with the Contract. information and belief the Work covered by this Application for Payment has been Continuation Sheet, AIA Document G703, is attached. completed in accordance with the Contract Documents, that all amounts have been paid by the Contractor for Work for which previous Certificates for Payment were issued and payments received from the Owner, and that current payment shown herein is now due.

I. ORIGINAL CONTRACT SUM 83.7; 940.00

2. Net change by Change Orders 39,391; 75 CONTRACTOR: CLEAN ENERGY

3. CONTRACT SUM TO DATE( Line 1± 2) 877,33L75

4. TOTAL COMPLETED& STORED TO 0.00 '
DATE ( Column Hon G703) By: Date:

5. RETAINAGE: 0% JTotal Project Retention- Do not change 0% of Completed Work 0. 00 State of: County of:

Column E+ F on G703) Subscribed and sworn to before me this day of b. : 0% of Stored Material 0. 00 Notary Public:

Column G on G703) My Commission expires:

Total Retainage( Lines 5a+ 5b or
Total in Column J of G703) 0.00

6. TOTAL EARNED LESS RETAINAGE 0.00
Line 4 Less Line 5 Total)

7. LESS PREVIOUS CERTIFICATES FOR
PAYMENT( Line 6 from prior Certificate) 0. 00

8. CURRENT PAYMENT DUE 0. 00

9. BALANCE TO FINISH, INCLUDING RETAINAGE 877, 331. 75
Line 3 less Line 6)

CITY OF REDONDO BEACH PROJECT MANAGER APPROVAL

CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS
Total changes approved 0.00
in previous months by Owner 0.00
Total approved this Month 0. 00 By: Date:

TOTALS 0. 00 0. 00
NET CHANGES by Change Order 39, 391. 75
AIA DOCUMENT G702' APPLICATION AND CERTIFICATION FOR PAYMENT• 1992 EDITION' AIA®' O 1992 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVE., N.W., WASHINGTON, DC 20006-5292 Users may obtain validation of this document by requesting a completed AIA Document D401- Certification of Document' s Authenticity from the Licensee. t... " m Amount of$ 877, 331. 75 excludes tax.
0 a4.cy
eil'•,,,
k) Clean Energy®
North America' s leader in clean transportation
CONTINUATION SHEET AIA DOCUMENT G703 PAGE 2 OPa PAGES
AIA Document G702, APPLICATION AND CERTIFICATION FOR PAYMENT, containing CNG Fueling Stn APPLICATION NO: 0 Contractors signed certification is attached. Upgrades APPLICATION DATE: 1/ 0/ 1900 In tabulations below, amounts are stated to the nearest dollar. 0 PERIOD TO: 1/ 0/ 1900 Use Column Ion Contracts where variable retainage for line items may apply. ARCHITECTS PROJECT NO:

A B C D E I F G H I 3
Item CE WORK COMPLETED BALANCE RETAINAGE
No. Code DESCRIPTION OF WORK SCHEDULED FROM PREVIOUS THIS PERIOD MATERIALS TOTAL TO FINISH ( IF VARIABLE RATE) VALUE APPLICATION PRESENTLY STORED COMPLETED and STORED ( H'. D) D- H) E+ F) NOT IN E OR F) To Date( E+ F+ G)
Design
1 Engineering& Project Management 36, 938. 00 0. 00% 36, 938. 00. 0. 00 2 0. 00
3 R00
Equipment
4 Compressor 176, 316. 00 0. 00% 176, 316; 00 0, 00
5 Dryer 37, 477R0
6 Priority Panel 34, 369. 00 0. 00% ' 34, 369; 00 0. 00 7 Dispensers 52, 279. 00
8 Timefill Posts 13, 599. 00 o. 00 13 599. 00 000
9 Communication Panel 10, 632. 00 0. 00%$ 10, 632:00 • 0. 00` 10 Motor Control Center 21, 687. 00 0. 00% 21, 687.05 0: 00 11 Miscellaneous Equipment 5, 228. 00 0. 001 5, 228. 00 0: 00 12 Freight 13, 748. 00 0. 00% 13, 748. 00 - 0. 00
13 0. 00
14 0. 00
Construction
15 General Conditions 119, 456. 00 0. 00% 119, 456. 00- _ 0. 00 16 Site Work 50, 265. 00 0. 00% 50. 265. 00 - 0. 00
17 Concrete 32, 130. 00 0. 00% - $ 32, 130. 00 000
1s Equipment 29, 121. 00 0. 00% 29, 121. 00 0. 00
19 Mechanical 78, 188. 00 0.00% , 78, 188. 00 vim'
20 Electrical 115, 257. 00 0.00% 115, 257. 00 0. 00
Commissioning
21 Start- up& Commissioning 11, 250. 00 0. 00% 11, 250, so 0..00 22 ao. 00
23 0. 00
24 0. 00
25 0. 00
26 0. 00
tl Gry
JJ?( ym
3-1-
1' O k 1, 4`, i THE THE GGCUMENr M1Ea1CANm5TRUTE G] n3 CONTINen H E SMEET5 em rue" 92K92 EONpN AVS 01992 MS 1, 1: 7ttN2KAVEWE, N. W., WASHINGTON, G. G. 21006. 232 0703- 1992 J
1; - OHO, .
eskAe,ii) Clean Energy
North America' s leader in clean transportation
CONTINUATION SHEET AIA DOCUMENT G703 PAGE core PAGES
AIA Document 0702, APPLICATION AND CERTIFICATION FOR PAYMENT, containing CNG Fueling Stn APPLICATION NO: 0 Contractors signed certification is attached. Upgrades APPLICATION DATE: 1/ 0/ 1900 In tabulations below, amounts are stated to the nearest dollar. 0 PERIOD TO: 1/ 0/ 1900 Use Column Ion Contracts where variable retainage for line items may apply. ARCHITECTS PROJECT NO:

A 0 C D E I F G H 1 1
Item CE WORK COMPLETED BALANCE RETAINAGE
No. Code DESCRIPTION OF WORK SCHEDULED FROM PREVIOUS THIS PERIOD MATERIALS TOTAL TO FINISH ( IF VARIABLE RATE) VALUE APPLICATION PRESENTLY STORED COMPLETED and STORED ( H- D) D- H) E+ F) NOT IN E OR F) To Date( E+ F+G) 0. 0%
27 0. 00
28 0. 00
Taxes
29 Tax( added at completion)
o. 00
30 0. 00
31 0. 00
32 0. 00
33 0. 00
34 0. 00
35 0. 00
36 0. 00
37 0. 00
Change Orders
Please select the appropriate category code from cost code billing summary below and enter in the red highlight cells. Click+ to expand input area.

I . 1' - Reefeed existing transformer 30, 704. 75 0. 00% 30, 704. 75 0. 00 2 2 Bond 8, 687. 00

0. 00% 8, 687. 00 0. 00
3 0. 00
4 0. 00
5 0. 00
6 0. 00
7 0. 00
8 0. 00
9 0. 00
10 0. 00
II

0. 00
12 .

0. 00
13 0. 00
14 0. 00
15 0. 00
16 0. 00
17 .

0. 00
18 0. 00
19 0. 00
20 0. 00
21 0. 00
22 0. 00
23 0. 00
24 0. 00
25 : "

0. 00
gTyG,
5 m NA DGGIMENT G1N. 000nNUATION SHEET FOR G702- 1592 E1310001• NA0• 0' OM cTwcfltre3 THE AMERICAN 0ISTITGTE OF MHi OTEOTS. 1735 NEW VOSS AVENUE, N. W.. WASHINGTON, G. G. 200065233 0703- 1992 G. 6
t32
aa°
eirrif) Clean Energy
North America' s leader in clean transportation
CONTINUATION SHEET AIA DOCUMENT G703 PAGE 2OF2 PAGES
AIA Document G702, APPLICATION AND CERTIFICATION FOR PAYMENT, containing CNG Fueling Stn APPLICATION NO: 0 Contractor' s signed certification is attached. Upgrades APPLICATION DATE: 1/ 0/ 1900 In tabulations below, amounts are stated to the nearest dollar. 0 PERIOD TO: 1/ 0/ 1900 Use Column Ion Contracts where variable retainage for line items may apply. ARCHITECT' S PROJECT NO:

A B C D E I F G H I J
Item CE WORK COMPLETED BALANCE RETAINAGE
No. Code DESCRIPTION OF WORK SCHEDULED FROM PREVIOUS THIS PERIOD MATERIALS TOTAL TO FINISH ( IF VARIABLE RATE) VALUE APPLICATION PRESENTLY STORED COMPLETED and STORED ( H+ D) D- H) E+ F) NOT IN E OR F) To Date( E+ F+ G) 0: 0%
26 0. 00
27 0. 00
28 29
0: 00
30 0. 00
31 32

0. 00
33 0. 00
34 •

0. 00
35 36
37 0. 00
38 000
39 0. 00
40 IS/ @ r1ITB3
For.G7ean Energy. Use., -:..- 2.-..--,. 7-;,...,-' ,' " . -;.'' . .. f.
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Cost Code Billing Summary Schedule Value This Period . Materials Stored Total This Period Current Pay App 6005 Division 1- General Conditions so. 00 0. 00 so. 00 Woo , 0. 00 6010 Division 2- Site Construction o. 00 so. 00 so. 00 Moo Moo 6015 Division 3- Concrete 0. 00 0. 00 so.00 0. 00 0. 00 6020 Division 4- Masonry 0. 00 0. 00 so. 00 moo moo
6025 Divison 5- Metals 0. 00 so. 00 so. 00 0. 00 0. 00
6045 Divison 9- Finishes so. 00 0. 00 moo so. 00 0. 00
6050 Division 10 Special Construction 0. 00 Moo so.00 Moo 0. 00 6075 Division 15- Mechanical moo so. 00 so. 00 so. 00 Moo 6080 Division 16- Electrical son so: oo so. 00 0. 00 Moo TOTAL so. 00 so. 00 so. 00 so. 00 so. 00
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y0 NA DGCUNIENT G703• CONTINUATION SHEET FOR G702- 1992 EDITION- NIS•® 1992 1,
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4 THE AMEAMERICANAN INSTITUTE OF ARCHNECTS, 1735 NEW YORK AVENUE, N. W., WASHINGTON, D. C. 200075232 G703- 1992 ATTACHMENT NO. 7

CNG FUEL PRICE AGREEMENT
See attached.
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CNG FUEL PRICE AGREEMENT
Effective Date September 3, 2019
Customer City of Redondo Beach, a Chartered Municipal Corporation Term Commences on the Effective Date and ends on. February 20, 2028 Stations The public access CE CNG stations located at:
a. 20500 Madrona Ave, Torrance, CA 90503;
b. 23924 S. Figueroa St., Carson, CA 90745;
c. 10400 Aviation Blvd, Los Angeles, CA 90045;
d. 9601 Aviation Blvd, Los Angeles, CA 90045; and
e. 9131 Aviation Blvd, Inglewood, CA 90301; plus
f.
any public access CNG station which is owned or operated by CE and is located within 25 miles of Customer' s city hall.

Fuel Type Compressed natural gas(" CNG")
Gallon Equivalent Gasoline gallon equivalent(" GGE")
Fuel Price Customer' s Fuel Price for its purchases of CNG from the Stations shall be equal to the applicable posted retail rate, per GGE, minus$

0. 50 per GGE.

Special Provisions 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 MTCO2e per year. Clean Energy will pass through any applicable AB 32 compliance costs for nonexempt natural gas, purchased hereunder to. Customer.

As an incentive, within a commercially reasonable period after the Effective Date, CE will issue a credit to Customer' s Clean Energy account for$ 91, 982.

This Fuel Price Agreement(" Agreement") is entered into on the Effective Date between Customer and Clean Energy, a California corporation(" CE") located at 4675 MacArthur Court, Suite 800, Newport Beach, California 92660. Customer and CE are referred to collectively as the" Parties" and individually as. a" Party". The Parties desire to establish rates for Customer' s purchase of the Fuel Type for its natural gas vehicles. The Parties hereby agree to the following:

1. Fuel Price.

Customer shall pay CE the Fuel Price for each Gallon Equivalent of the Fuel Type sold to Customer at the Stations. Customer shall complete the Fuel Card Application attached as Exhibit A), comply with its terms and conditions and use its Clean Energy Fuel Card( s) for its purchases of the Fuel Type from the Stations during the Term.

CE will invoice Customer directly and Customer must pay each invoice within 15 days of the invoice date. IF PERMITTED BY LAW, CE SHALL PASS THROUGH TO CUSTOMER ANY SURCHARGES INCURRED BY CE RELATED TO CUSTOMER' S PAYMENT OF ITS INVOICES THROUGH USE OF A CREDIT CARD.

2. Term and Termination.

The term of this Agreement shall begin on the Effective Date and end automatically at the end of the Term; provided, however, Customer or CE may terminate this Agreement at any time upon 30 days written notice to the other Party.

3. Miscellaneous
Customer may not assign any of its rights or delegate its performance arising under or relating to this Agreement, whether by merger, operation of law or otherwise, to a third party without CE' s prior written consent. All matters arising under or relating to this Agreement will be governed by the laws of the State of California. Neither Party shall have any liability to the other Party for incidental, special or consequential damages, including lost profits and business interruption damages, arising under this Agreement or the transactions contemplated hereby. Each Party giving a notice under this Agreement will give the notice in writing and delivered via personal delivery or overnight carrier to the Party' s address set forth in this Agreement or to such other address designated by such Party. No change, amendment or modification of any of the provisions of this Agreement will be binding unless in writing that identifies itself as an amendment to this Agreement. This Agreement constitutes the final agreement between the Parties and supersedes all prior and contemporaneous negotiations and agreements relating to the subject matter of this Agreement. This Agreement may be executed in one or more counterparts, with the same effect as if the parties had signed the same document. Each counterpart so executed will be deemed to be an original, and all such counterparts will be construed together and will constitute one agreement. Neither Party shall disclose the terms of this Agreement to any third party unless required by law or regulation.

By directing their authorized representative to execute below, the Parties hereby agree to be bound by this Agreement.

CLEAN ENERGY CITY OF R BEACH
By:
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By:

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Name: RVben ivi. vreei3TTd , Lar o u• l Name: William C. Brand Title: eta' up Title: Mayor ATTEST:

Address: 4675 MacArthur Court, Suite 800 Address: 415 Diamond Street Newport Beach, CA 92660 Redondo Beach, CA 90277
APPROV D AS TO FORM; ELEANOR MANZANO, CIV CLERK
G /
CITY ATTORNEY 4; ' r
EXHIBIT A TO ATTACHMENT NO. 7

FUEL CARD AGREEMENT/ PAY-AS-YOU-GO APPLICATION
See attached.

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Please mail or fax application to
Customer Service at:
4675 MacArthur Court, Suite 800,
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Newport Beach, CA 92660
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Clean.Energy Fax:( 949) 724- 1397
Call:( 866) 809- 4869

PAY- AS-YOU- GO APPLICATION
This Application consists of the Credit Application and the Terms and Conditions.

Both documents must be signed and returned to CLEAN ENERGY to process your application.

SECTION 1. Please print all information clearly.
atinoi 1= 11.do Beach
Tax ID No.: ( if applicable)
y 95- 6000767
Customer First Name: Middle Initial: Last Name:
gtrgejddert Aress:ruda Ave
Apt./ Suite#:
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City:Redondo Beach StatetA Zip: 90277
Billing Address( if different from Street address)( No P. O. Boxes):

City: State: Zip:

Phone Number: ( ) Fax Phone: ( )
Drivers License Number/ State of Issuance Social Security Number ECTION 2. Ownership, Credit References, Payment Options.

Company Structure:

Corporation Partnership USole Proprietorship glGovernment Non Profit Other Tax Exempt?: No Yes Tax Exempt Status: ( must supply exemption certificates for all boxes checked) Federal UState County y7Municipal School 501C UDecal State: Expiration Date: / / Type of Business: Municipality Years in Business:

Credit References( attach additional sheets if necessary) Name: Address: Account Number: Telephone No.:

ICredit/ Debit Card( Check One): Visa MasterCard American Express NOTE:

IF PERMITTED BY
LAW, YOU SHALL PAY Cardholder' s Name: ANY SURCHARGES
INCURRED BY CLEAN _.

ENERGY RELATED TO Credit/ Debit Card Number: V-Code: YOUR PAYMENT TO F °" CLEAN ENERGY VIA4D
Expiration( mm/ YYYY): I

CREDIT CARO
SECTION 3. Additional Information.

How many natural gas vehicles will you be operating?
What is the Maximum Gallon Capacity of your Vehicle? Number of fueling cards requested:

Would you like a name or vehicle ID assigned to each card? U Yes No If yes, please list on separate paper Would you like a driver ID prompt? Yes No Would you like an Odometer Prompt? U Yes No SECTION 4. Authorization.

I have reviewed the information provided by Applicant on this application, and certify that the information is complete, true and correct and that any other financial information Applicant gives is true and correct. Applicant authorizes Clean Energy to investigate the references, statements and other information for the purposes of credit evaluation, renewals or extensions of credit, and for the purpose of taking collection action on any extension of credit. The undersigned hereby certifies that he or she is duly-. w rized to sign this application on behalf of Applicant and that the Applicant hereby agrees to the to diti ns stated in this application
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Clean Energy Use Only f
Customer Account#: Card# s( attach list if necessary):

Accounting Approval: Credit Rating/ Score:

Marketing Approval: Credit Limit:

Accounting Disapproval: 1 Score/ Reason: I
ATTEST: Date card( s) Issued: By:

Page 1 of 3 ends

Effective July 2019
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ELEANOR MIANZAY .- J
LERK
Terms and Conditions
By signing the attached fueling application (" Application") requesting a Pay-As-You- Go In the event of a default, at Issuer' s option, the full amount owing by fueling card (" Card" or" Fuel Card") from CLEAN ENERGY (" Issuer"), the Applicant( also Cardholder shall become immediately due and payable. Cardholder referred to as" Cardholder" and sometimes referred to hereafter as" you") agrees as follows: agrees to pay all reasonable costs of collecting the amount due, including court costs and attorney' s fees to the extent permitted by law. If You authorize CLEAN ENERGY to charge the credit card identified on the Application( the Cardholder defaults under this agreement, upon payment of all unpaid Credit Card") for all natural gas purchases from CLEAN ENERGY natural gas stations using balances due Issuer, Cardholder may request that their account be your Fuel Card, at the price posted at such stations or at the price( s) agreed to by reinstated and fueling privileges at CLEAN ENERGY owned or operated Cardholder and Issuer pursuant to a separate agreement between Cardholder and Issuer. natural gas stations returned. Issuer reserves the right to reject such a You authorize CLEAN ENERGY to charge the Credit Card for such fueling charges in request by Cardholder, however, if such a request is granted by Issuer, a various amounts, and at such times ( and frequency) as Issuer may, in its sole discretion, $ 25. 00 per card reactivation fee shall apply and become immediately due determine. You agree that in the event any Credit Card charge is not honored, you remain by Cardholder. obligated to pay to CLEAN ENERGY the amounts due, together with any applicable late charges, along with any Credit Card fees for such denied charges. Amendments: The terms of this agreement may be amended by Issuer at any time by providing written notice to Cardholder at Cardholder' s last If your Credit Card denies payment of any fuel charge, CLEAN ENERGY shall have the known address in writing at least fifteen ( 15) days before the date on right, in its sole discretion, to terminate your fueling privileges at that time, and you agree to which the amendment becomes effective. Any amendment will not require deliver the Fuel Card to CLEAN ENERGY immediately upon demand. the written consent of Cardholder. In the event that the Cardholder does not agree to the amendment, Cardholder will notify Issuer in writing, return You will promptly review your Fuel Card statement and notify Issuer if you have any the Card to Issuer, and pay the balance under the terms of the agreement questions regarding any charges. Charges not questioned within 30 days will be deemed prior to the amendment effective date. valid.

Assignment: Cardholder will not assign or transfer the Card without the Cardholder agrees that:( i) the rights set forth herein and the credit extended hereunder shall prior written consent of Issuer. Issuer may assign all or part of this only be used for business and commercial purposes and not personal, family or household agreement or Cardholder debts, in its sole discretion, without prior notice. use; and( ii) Cardholder acknowledges and agrees that it is solely responsible for taking all safety precautions related to and obtaining any training necessary for the safe fueling of Governing Law: This agreement and any transactions under the natural gas vehicles at the Stations. Cardholder hereby releases CE from all loss, damage, agreement shall be governed by the laws of the State of Delaware. or injury whatsoever, known or unknown, arising out of or in any manner related to its or its agents' use of the Stations. Severability: If any provision of this agreement or the application thereof to any person or circumstance shall, to any extent, be held in any proceeding You will immediately report to Issuer any changes to your name, mailing address, telephone to be invalid or unenforceable, the remainder of this agreement shall be number, and any changes to the Credit Card number or expiration date. valid and enforceable to the fullest extent permitted by law.

Unauthorized Use: You will promptly notify Issuer if the Fuel Card is lost or stolen. Entire Agreement This agreement, as it may be amended by Issuer as Cardholder must pay for charges made by Cardholder or by anyone authorized by permitted by the paragraph" Amendments" above, is the entire agreement Cardholder to use the Fuel Card. Cardholder will not be responsible for unauthorized use of between Issuer and Cardholder regarding the extension of credit from the Fuel Card which occurs after you notify Issuer orally or in writing to the following Issuer to Cardholder and supersedes all prior agreements between Issuer address: CLEAN ENERGY, 4675 MacArthur Court, Suite 800, Newport Beach, CA 92660 and Cardholder relating to the subject matter of this agreement. 866. 809. 4869). Unless otherwise allowed pursuant to applicable law, liability for unauthorized use shall not exceed$ 50. 00. Release and Indemnity: You hereby release CLEAN ENERGY from all loss, damage, or injury whatsoever, known or unknown, arising out of or in Payment: Cardholder will pay Issuer at the place indicated on the statement all credit any manner connected with the use of or performance of Card. You agree obligations under this agreement. Cardholder must pay the full amount shown on each to indemnify, protect and hold harmless CLEAN ENERGY and its agents statement by the due date indicated on the statement. If Issuer does not receive payment in from all liability for any loss, damage or injury to persons or property full by the due date on Cardholder' s statement, Issuer may charge Cardholder a late fee of arising from or related to the Card.

1. 5% per month or the maximum allowed by law. Issuer may use a collection agency to collect late payments and Cardholder agrees to pay collection agency fees which Issuer may Charges for Damages: In the event of station damage, such as, but not incur to collect payment. Cardholder acknowledges and agrees that it will be billed in the limited to, a drive- away whereby the fueling hose is forcibly removed applicable unit of measure as determined by Clean Energy( Diesel Gallon Equivalent( DGE) because the hose was not disconnected from the vehicle, and the or Gasoline Gallon Equivalent( GGE)). Cardholder is determined to be responsible, CLEAN ENERGY may charge the Cardholder its actual costs to repair the damage per occurrence for Termination of Agreement: Issuer or Cardholder may terminate this agreement at any time. such damages.

Following termination, you will remain responsible for payment of amounts you owe, if any, under this agreement. If such unpaid charges are not promptly remitted, you may become Number of Cards: If you request and receive ten or more cards from liable for additional service charges, fines, or penalties, in accordance with applicable law. If Issuer, you also agree to be responsible for all unauthorized use of the this Agreement is terminated at any time for any reason, CLEAN ENERGY will charge a cards notwithstanding the language set forth above, to the extent

35. 00 reactivation fee per card( subject to change in CLEAN ENERGY' s sole and absolute permitted by law. discretion) to reinstate fueling privileges at CLEAN ENERGY owned or operated stations.

Notwithstanding anything to the contrary, Issuer makes no representation Cardholder' s Duties: The Card is property of the Issuer, and the Cardholder will surrender or warranty regarding the quality, specification or content of natural gas the Card on demand. Issuer may revoke or repossess the Card at any time. Cardholder will dispensed from the stations. not use the Card to obtain credit in excess of Cardholder' s credit limits.

YOUR BILLING RIGHTS- KEEP THIS NOTICE FOR FUTURE USE
Credit: Issuer may request that credit reporting agencies provide credit history reports This notice contains important information about your rights and our regarding Cardholder in connection with any extension of credit. After written request by responsibilities under the Fair Credit Billing Act.

Cardholder, Issuer will provide Cardholder with the names and addresses of all credit reporting agencies who provide credit history reports to Issuer in connection with any NOTIFY US IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR extension of credit to Cardholder. All transactions under this agreement, including the BILL amount of credit extended, the balance outstanding at any time, and any failure to comply If you think your bill is wrong, or if you need more information about a with the terms of this agreement may be reported to credit reporting agencies. transaction on your bill, write us on a separate sheet at the address listed on your bill. Write to us as soon as possible. We must hear from you no Default: Any of the following events shall constitute default under this agreement and later than sixty( 60) days after we sent you the first bill on which the error require the immediate payment of all amounts due under this agreement. or problem appeared. You can telephone us, but doing so will not a) Cardholder' s failure to make any payment by the due date under this agreement; preserve your rights. b) The total balance due under this agreement exceeds the applicable credit limit( if applicable); In your letter, give us the following information:
c) Cardholder' s failure to comply with any other term of this agreement; Your name and account number. d) Cardholder becomes the subject of bankruptcy or insolvency proceedings; or The dollar amount of the suspected error. e) Cardholder dissolves or ceases to exist. Describe the error and explain, if you can, why you believe there is an error.

If you need more information, describe the item you are not sure about.

Page 2 of 3 ends

Effective July 2019 D
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YOUR RIGHTS AND OUR RESPONSIBILITIES AFTER WE RECEIVE YOUR WRITTEN The federal Equal Credit Opportunity Act prohibits creditors from NOTICE discriminating against applicants on the basis of race, color, religion, We must acknowledge your letter within thirty( 30) days, unless we have corrected the error national origin, sex, marital status, age ( provided the applicant has the by then. Within ninety( 90) days, we must either correct the error or explain why we believe capacity to enter into a binding contract), because all or part of the the bill was correct. applicant' s income derives from any public assistance program, or because the applicant has in good faith exercised any right under the After we receive your letter, we cannot try to collect any amount you question, or report you Consumer Credit Protection Act. The federal agency that administers as delinquent. We can continue to bill you for the amount you question, including late compliance with this law concerning this creditor is the Federal Trade charges, and we can apply any unpaid amount against your credit limit. You do not have to Commission, Equal Credit Opportunity, Washington, DC 20580. pay any questioned amount while we are investigating, but you are still obligated to pay the parts of your bill that are not in question. If your application for business credit is denied or conditionally approved, you have the right to a written statement of the specific reasons for the If we find that we made a mistake on your bill, you will not have to pay any late charges denial or conditional approval. To obtain the statement, please contact related to any questioned amount If we didn' t make a mistake, you may have to pay late Clean Energy at 4675 MacArthur Court, Suite 800, Newport Beach, CA charges, and you will have to make up any missed payments on your questioned amount. In 92660( 866. 809. 4869) within 60 days from the date you are notified of our either case, we will send you a statement of the amount you owe and the date that it is due. decision. We will send you a written statement of reasons for the denial within 30 days of receiving your request for the statement If you fail to pay the amount that we think you owe, we may report you as delinquent.

However, if our explanation does not satisfy you and you write to us within ten days telling us that you still refuse to pay, we must tell anyone we report you to that you have a question about your bill. And, we must tell you the name of anyone we reported you to. We must tell anyone we report you to that the matter has been settled between us when it finally is.

If we don' t follow these rules, we can' t collect the first$ 50 of the questioned amount, even if your bill was correct.

I HAVE READ THE ABOVE TERMS AND CONDITIONS OF THIS AGREEMENT AND ACCEPT AND CONSENT TO THE TERMS AND CONDITIONS STATED.

AO.

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ELEANOR MA ANO, C ia' ERIC

Page 3 of 3 ends

Effective July
20190.

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AGREEMENT FOR CONSULTING SERVICES

BETWEEN THE CITY OF REDONDO BEACH

AND CLEAN ENERGY
THIS AGREEMENT FOR CONSULTING SERVICES (this "Agreement") is made between the City of Redondo Beach, a Chartered Municipal Corporation (" City") and Clean Energy, a California Corporation (" Consultant" or "Contractor").

The parties hereby agree as follows:

1. Description of Project or Scope of Services. The project description or scope of services to be provided by Consultant, and any corresponding responsibilities of City, or services required to be performed by City are set forth in Exhibit "A."

2. Term and Time of Completion. Consultant shall commence and complete the project or services described in Exhibit " A" in accordance with the schedule set forth in Exhibit " B".

3. Compensation. City agrees to pay Consultant for work performed in accordance with Exhibit " C".

GENERAL PROVISIONS

1. Independent Contractor. Consultant acknowledges, represents and warrants that Consultant is not a regular or temporary employee, officer, agent, joint venturer or partner of the City, but rather an independent contractor. This Agreement shall not be construed as a contract of employment. Consultant shall have no rights to any benefits which accrue to City employees unless otherwise expressly provided in this Agreement. Due to the independent contractor relationship created by this Agreement, the City shall not withhold state or federal income taxes, the reporting of which shall be Consultant' s sole responsibility.

2. Brokers. Consultant acknowledges, represents and warrants that Consultant has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.

3. City Property. All plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Agreement shall upon request be delivered to the City within a reasonable time, and the rights thereto shall be deemed assigned to the City. If applicable, Consultant shall prepare check prints upon request. Said plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials, 1 -
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shall be specific for the project herein and shall not be used by the City for any other project without Consultant' s consent. Notwithstanding the foregoing, Consultant shall not be obligated to assign any proprietary software or data developed by or at the direction of Consultant for Consultant' s own use; provided, however, that Consultant shall, pursuant to Paragraph 14 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of any such proprietary software or data.

4. Inspection. If the services set forth in Exhibit " A" shall be performed on City or other public property, the City shall have the right to inspect such work without notice. If such services shall not be performed on City or other public property, the City shall have the right to inspect such work upon reasonable notice.

Inspections by the City shall not relieve or minimize the responsibility of Consultant to conduct any inspections Consultant has agreed to perform pursuant to the terms of this Agreement. Consultant shall be solely liable for said inspections performed by Consultant. Consultant shall certify in writing to the City as to the completeness and accuracy of each inspection required to be conducted by Consultant hereunder.

5. Services. The project or services set forth in Exhibit " A" shall be performed to the full satisfaction and approval of the City. In the event that the project or services set forth in Exhibit " A" are itemized by price in Exhibit " C", the City in its sole discretion may, upon notice to Consultant, delete certain items or services set forth in Exhibit " A", in which case there shall be a corresponding reduction in the amount of compensation paid to Consultant. City shall furnish Consultant to the extent available, with any City standards, details, specifications and regulations applicable to the Project and necessary for the performance of Consultant' s services hereunder. Notwithstanding the foregoing, any and all additional data necessary for design shall be the responsibility of Consultant.

6. Records. Consultant, including any of its subcontractors shall maintain full and complete documents and records, including accounting records, employee time sheets, work papers, and correspondence pertaining to the project or services set forth in Exhibit " A". Consultant, including any of its subcontractors shall make such documents and records available for City review or audit upon request and reasonable notice, and shall keep such documents and records, for at least four 4) years after Consultant's completion of performance of this Agreement.

Copies of all pertinent reports and correspondence shall be furnished to the City for its files.

7. Changes and Extra Work. All changes and/ or extra work under this Agreement shall be performed and paid for in accordance with the following:

Only the City Council, City Manager, or the Department Head responsible for the administration of, or supervision of the scope of work under, this Agreement may 2 -
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authorize extra and/ or changed work. Consultant expressly recognizes that other City personnel are without authorization to either order extra and/ or changed work or waive contract requirements. Failure of Consultant to secure the written authorization for such extra and/ or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Consultant thereafter shall be entitled to no compensation whatsoever for performance of such work.

If Consultant is of the opinion that any work which Consultant has been directed to perform is beyond the scope of this Agreement and constitutes extra work, Consultant shall promptly notify the City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Agreement and constitutes extra work. In the event that the City determines that such work does constitute extra work, City shall provide extra compensation to Consultant on a fair and equitable basis. A written amendment providing for such compensation for extra work shall be executed by Consultant and the City.

8. Additional Assistance. If this Agreement requires Consultant to prepare plans and specifications, Consultant shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Consultant shall issue any necessary addenda to the plans and specifications as requested. In the event Consultant is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of this Agreement.

9. Professional Ability. Consultant acknowledges, represents and warrants that Consultant is skilled and able to competently provide the services hereunder, and possesses all professional licenses, certifications, and approvals necessary to engage in its occupation. City has relied upon the professional ability and training of Consultant as a material inducement to enter into this Agreement.

Consultant shall perform in accordance with generally accepted professional practices and standards of Consultant' s profession.

10. Business License. Consultant shall obtain a Redondo Beach Business License before performing any services required under this Agreement. The failure to so obtain such license shall be a material breach of this Agreement and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual circumstances without necessitating any modification of this Agreement to reflect such waiver. 11 . Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Agreement at any time prior to completion by Consultant of the project or services hereunder, immediately upon written notice to Consultant. In the event of any such termination, Consultant shall be compensated for: ( 1) all 3 -
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authorized work satisfactorily performed prior to the effective date of termination; and ( 2) necessary materials or services of others ordered by Consultant for this Agreement, prior to Consultant' s receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, and further provided that Consultant is not able to cancel such orders. Compensation for Consultant in such event shall be determined by the City in accordance with the percentage of the project or services completed by Consultant; and all of Consultant' s finished or unfinished work product through the time of the City' s last payment shall be transferred and assigned to the City. In conjunction with any termination of this Agreement, the City may, at its own expense, make copies or extract information from any notes, sketches, computations, drawings, and specifications or other data, whether complete or not.

12. Termination in the Event of Default. Should Consultant fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Agreement, the City may immediately terminate this Agreement by giving written notice of such termination, stating the reasons for such termination. Consultant shall be compensated as provided immediately above, provided, however, there shall be deducted from such amount the amount of damages if any, sustained by the City by virtue of Consultant' s breach of this Agreement.

13. Conflict of Interest. Consultant acknowledges, represents and warrants that Consultant shall avoid all conflicts of interest ( as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Agreement. Consultant further acknowledges, represents and warrants that Consultant has no business relationship or arrangement of any kind with any City official or employee with respect to this Agreement. Consultant acknowledges that in the event that Consultant shall be found by any judicial or administrative body to have any conflict of interest ( as defined above) with respect to this Agreement, all consideration received under this Agreement shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Agreement for one ( 1) year.

14. Indemnity Design Professional Services. In connection with its design professional services and to the maximum extent permitted by law, Consultant shall hold harmless and indemnify City, and its officials, officers, employees, agents, and designated volunteers ( collectively, " Indemnitees"), with respect to any and all claims, demands, causes of action, damages, injuries, liabilities, losses, costs or expenses, including reimbursement of attorneys' fees and costs of defense, which arise out of, pertain to, or relate to in whole or in part to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, subcontractors, or agents in the performance of its design professional services under this Agreement.
4 -
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a. Other Indemnities. In connection with any and all claims, demands, causes of action, damages, injuries, liabilities, losses, costs or expenses, including attorneys' fees and costs of defense ( collectively, "Damages" hereinafter) not covered by the foregoing paragraph, and to the maximum extent permitted by law, Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Damages, which arise out of, pertain to, or relate to the acts or omissions of Consultant or any of its officers, employees, subcontractors, or agents in the performance of this Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of the City. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Damages. Notwithstanding the foregoing, nothing in this Section 14 shall be construed to encompass Indemnitees' active negligence to the limited extent that this Agreement is subject to Civil Code Section 2782( b). Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant or Indemnitees. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement. b. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Consultant because the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement.
c. Waiver of Right of Subrogation. Consultant, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees.

15. Insurance. Consultant shall comply with the requirements set forth in Exhibit " D." Insurance requirements that are waived by the City' s Risk Manager do not require amendments or revisions to this Agreement.

16. Non- Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Agreement.

17. Compliance with Laws. Consultant shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Agreement, including without limitation all environmental laws, employment laws, and nondiscrimination laws. a. Acknowledgement. Consultant acknowledges that eight ( 8) hours labor constitutes a legal day' s work. Consultant shall comply with and be bound by Labor Code Section 1810. Consultant shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Consultant shall, as a penalty to the City, forfeit twentyfive dollars ($ 25) for each worker employed in the performance of this 5 -
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Agreement by the Consultant or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight ( 8) hours in any one ( 1) calendar day and forty ( 40) hours in any one calendar week. Pursuant to Labor Code section 1815, work performed by employees of Consultant in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/ 2 times the basic rate of pay. For every subcontractor who will perform work on the project, Consultant shall be responsible for such subcontractor' s compliance with Labor Code Sections 1810, 1813 and 1815, and Consultant shall include in the written contract between it and each subcontractor copies of Labor Code Sections 1810, 1813 and 1815 and a requirement that each subcontractor shall comply with these aforementioned sections. Consultant shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor' s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor comply with Labor Code Sections 1810, 1813 and 1815, Consultant shall diligently take corrective action to halt or rectify the failure.
b. Prevailing Wages. City and Consultant acknowledge that this project is a public work to which prevailing wages apply. Consultant shall comply with the Agreement to Comply with California Labor Law Requirements set forth in Exhibit " E", which is attached hereto and incorporated by reference.

18. Limitations upon Subcontracting and Assignment. Consultant acknowledges that the services which Consultant shall provide under this Agreement are unique, personal services which, except as otherwise provided herein, Consultant shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in the City' s sole and absolute discretion. In the event that the City, in writing, approves any assignment or subletting of this Agreement or the retention of subcontractors by Consultant, Consultant shall provide to the City upon request copies of each and every subcontract prior to the execution thereof by Consultant and subcontractor. Any attempt by Consultant to assign any or all of its rights under this Agreement without first obtaining the City' s prior written consent shall constitute a material default under this Agreement.

The sale, assignment, transfer or other disposition, on a cumulative basis, of twenty- five percent ( 25%) or more of the ownership interest in Consultant or twenty-five percent (25%) or more the voting control of Consultant (whether Consultant is a corporation, limited liability company, partnership, joint venture or otherwise) shall constitute an assignment for purposes of this Agreement.

Further, the involvement of Consultant or its assets in any transaction or series of transactions ( by way of merger, sale, acquisition, financing, transfer, leveraged buyout or otherwise), whether or not a formal assignment or hypothecation of this Agreement or Consultant' s assets occurs, which reduces Consultant' s assets or 6 -
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net worth by twenty-five percent (25%) or more shall also constitute an assignment for purposes of this Agreement.

19. Subcontractors. Consultant shall provide properly skilled professional and technical personnel to perform any approved subcontracting duties. Consultant shall not engage the services of any person or persons now employed by the City without the prior written approval of City, which approval may be withheld in the City' s sole and absolute discretion.

20. Integration. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Consultant and City may be used to assist in the interpretation of the exhibits to this Agreement.

21. Amendment. This Agreement may be amended or modified only by a subsequent written amendment executed by both parties.

22. Conflicting Provisions. In the event of a conflict between the terms and conditions of this Agreement and those of any exhibit or attachment hereto, this Agreement proper shall prevail. In the event of a conflict between the terms and conditions of any two or more exhibits or attachments hereto, those prepared by the City shall prevail over those prepared by Consultant.

23. Non- Exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Consultant hereunder shall be non- exclusive, and City reserves the right to employ other contractors in connection with the project.

24. Exhibits. All exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit " A" which does not pertain to the project description, proposal, or scope of services (as applicable) to be provided by Consultant, or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Agreement.

25. Time of Essence. Time is of the essence of this Agreement.

26. Confidentiality. To the extent permissible under law, Consultant shall keep confidential its obligations hereunder and the information acquired during the performance of the project or services hereunder.

27. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Agreement shall not be considered " third parties."

28. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of aaooi,
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law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District.

29. Attorneys' Fees. In the event either party to this Agreement brings any action to enforce or interpret this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys' fees ( including expert witness fees) and costs.

This provision shall survive the termination of this Agreement.

30. Claims. Any claim by Consultant against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six ( 6) months after accrual of the cause of action.

31. Interpretation. Consultant acknowledges that it has had ample opportunity to seek legal advice with respect to the negotiation of this Agreement. This Agreement shall be interpreted as if drafted by both parties.

32. Warranty. In the event that any product shall be provided to the City as part of this Agreement, Consultant warrants as follows: Consultant possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets all specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one ( 1) year from the date of delivery; and the product shall be fit for its intended purpose( s). Notwithstanding the foregoing, consumable and maintenance items such as light bulbs and batteries) shall be warranted for a period of thirty ( 30) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Consultant, at Consultant's expense, including shipping.

Consultant shall not be liable under this warranty for an amount greater than the amount set forth in Exhibit " C" hereto.

33. Severance. Any provision of this Agreement that is found invalid or unenforceable shall be deemed severed, and all remaining provisions of this Agreement shall remain enforceable to the fullest extent permitted by law.

34. Authority. City warrants and represents that upon City Council approval, the Mayor of the City of Redondo Beach is duly authorized to enter into and execute this Agreement on behalf of City. The party signing on behalf of Consultant warrants and represents that he or she is duly authorized to enter into and execute this Agreement on behalf of Consultant, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Agreement on behalf of Consultant.
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35. Waiver. The waiver by the City of any breach of any term or provision of this Agreement shall not be construed as a waiver of any subsequent breach.

SIGNATURES FOLLOW ON NEXT PAGE
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IN WITNESS WHEREOF, the parties have executed this Agreement in Redondo Beach, California, as of this 20th day of February, 2018.

CITY OF REDONDO BEACH CLEAN ENERGY, A CALIFORNIA

CORPORATION
2/- By: ki,t4- f/
William C. Brand, Mayor Name:^,, ei-I- M. Ur-ee
Title: C° p ryiGin c2i two'
ATTEST: APPROVED:
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Eleanor Manzano, C Clerk Jill Buc olz ' k Manager
APPROVED AS TO FORM:
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Michael W. Webb, City Attorney
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1 EXHIBIT " A"

PROJECT DESCRIPTION AND/ OR SCOPE OF SERVICES
I. PROJECT DESCRIPTION. Consultant shall design, build and maintain a complete turnkey" Compressed Natural Gas (" CNG") vehicle fueling facility to replace the City's existing inoperable CNG facility. The new CNG facility shall be capable of providing fast fill and time-fill fueling for more than 30 vehicles.

II. CONSULTANT' S DUTIES
Consultant shall perform the following duties.

A. GENERAL DUTIES

1. Comply with all applicable federal, state, and local codes and regulations, including but not limited to, ensuring the design drawings and construction work comply with the most recent edition of the following codes and standards as supplemented, amended, or otherwise modified by the state of California.
a. National Fire Protection Association ( NFPA) 30A 2012, Motor Fuel Dispensing Facilities & Repair Garages
b. NFPA 52 2013, Vehicular Gaseous Fuel Systems
c. All other applicable federal, state, and local codes and regulations.

2. Obtain all permits, and execute any other documentation required by the City, Los Angeles County, South Coast Air Quality Management District SCAQMD), and State regulatory agencies. Provide copies of all permits and other documentation to the City.

3. Plan, coordinate, and obtain approval of all required inspections by the City, County and State agencies. Provide performance test results gathered from the commissioning of the station that show a calculated flow rate of at least 188 Standard Cubic Feet per Minute ( SCFM) of CNG.

B. PLANS AND CONTRACT DOCUMENTS

1. Provide submittals for the following products, equipment and materials for review and approval by the City.
a. CNG- compressor skid- skids.
b. Motor-starter panel.
c. Gas dryer.
d. Dispensing equipment.
e. Two emergency shutdown buttons.
f. Piping and tubing that conveys natural gas or CNG.
g. Pressure regulators and valves, if needed
h. Remote monitoring panel.
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2. Prepare plans utilizing AutoCAD. Consultant shall provide an initial 30% plan set to include at least a basic equipment plan, single- line diagram, and a flow schematic. Prepare a preliminary 60% plan set, which shall include the following submittals at a minimum.
a. Demolition plan.
b. Site plan ( paving, entrances, manways, vaults).
c. Preliminary structural plan ( including structural calculations), which will be provided if Consultant determines they are necessary. d. Piping plan.
e. Piping process diagram / P& ID.
f. Electrical plans and schematics.
g. Initial catalog cuts for equipment and material.

3. Upon completion of 60% and 90% plans, submit three ( 3) sets of plans and accompanying material to the City for review.

4. Include the following components in the final plans and contract documents including technical specifications).
a. General sheets — title sheet, general notes, index to sheets, bench marks horizontal control, vicinity and location maps.
b. Civil sheets — rough and final grading, demolition, site piping ( inlet and outlet) and profiles, site improvements, sewer, civil detail. c. Mechanical sheets — General notes P& ID, piping and tubing plans compressors, piping, tubing, valve and fittings, miscellaneous metal items, hardware & mechanical details.
d. Structural sheets — general notes and details, foundation, longitudinal transverse sections, miscellaneous sections, and section details. e. Electrical — electrical symbols notes and abbreviations, electrical service, transformer, single line diagram, motor control center, conduit schedule, panel connections, connection diagram, and electrical site plan.
f. Safety signage plans and details, as well as all other plans and details as may be required by AHJ' s.

5. Provide final plans in AutoCAD along with a set of original mylars for reproduction in 22" x34" and 11" x17" formats. Submit the final set of plans and specifications on digital media on CD ROM in Microstation version 8 or AutoCAD or DFX and Microsoft Word file formats.

6. Maintenance Manual
a. Provide the City with three ( 3) identical bound sets of O& M manuals for the facility, including repair, maintenance and parts bulletins for all major components and systems, such as vessels, compressor skids, gas dryer, motors and motor starters, actuated valves, programmable 12 -
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logic controller ( PLC), filters, dispensers and hoses. Include recommended spare parts list ( RSPL) for all listed
components. Provide the O& M manual in PDF format on CDR or USB flash drive, including content and organization that matches the bound set. Include a text-searchable index in the PDF to the City for approval at least 30 days prior to the planned Facility startup. b. Summary Manufacturer Data. Include a listing of manufacturers and serial numbers for all compressor frames and cylinders, compressor skids, gas dryer, storage vessels, and dispensers.
c. Updates. During the O& M term, provide the City with incremental O& M- manual updates for any equipment or components that are replaced or added and that are not listed in the original manuals, with updated content provided in both bound and PDF/ CDR/ flash- drive formats.

C. SUPPLIES AND CONSTRUCTION

1. Possess a Class " A" State of California License.

2. Provide equipment fabrication and deliver a rehabilitated and fully operational CNG fueling station to the City.

3. Clear the work area; verify that existing equipment foundations are satisfactory; lay pipe, tubing and conduits; install all mechanical and electrical systems; paint; furnish and install all required materials and equipment; provide facility testing services, provide facility startup, cleanup assistance, and training.

4. Provide one CEC (formerly IMW) 150 HP CEC Clean 2. 0, capable of providing 188 SCFM at 8 psig. Enclose the compressor in a sound attenuated enclosure designed for a marine environment.

5. Provide a motor control center (MCC) for compressor.

6. Provide one steel- reinforced cement pad for the MCC, electrical wiring feed from existing switchboard panel to the MCC, and electrical wiring feed from MCC to the compressors.

7. Provide one single tower gas dryer, equipped with Digital Dew Point meter, sensor, manual regeneration and alarm.

8. Replace existing discharge and dispenser- supply lines with 1/ 2" diameter stainless steel tubing. List all CNG tubing and rated for 5000 PSIG working pressure. Protect all SS tubing routed underground by a continuous sleeve to prevent contact with dirt and ground water. Protect all aboveground SS 13 - Ntxe,,
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tubing from impact with a walkover bridge where appropriate and ensure they are properly supported and anchored.

9. Upon City's request, provide a Kraus dual- hose dispenser with one Sherex 5000 heavy duty nozzle, and one Sherex 1000 light duty nozzle compatible with the City' s existing fuel management system and compliant with the Department of Agriculture Weights and Measurements regulations. Ensure the dispenser includes 3- bank sequencing, inlet- coalescing filters and 1/ 2" process lines throughout and hoses are 12' x 1/ 2" with inline breakaways.

10. Provide three Clean Energy Cryogenics dual hose fueling posts. 11 . Replace existing discharge and dispenser-supply lines with 1/ 2" diameter stainless steel tubing. List all CNG tubing and ensure the tubing is rated for 5000 PSIG working pressure. Protect all SS tubing routed underground with a continuous sleeve to prevent contact with dirt and ground water. Protect all aboveground SS tubing from impact with a walkover bridge where appropriate and ensure the tubing is properly supported and anchored.

12. Obtain all permits required in Section A and submit plans for City approval by all applicable departments.

13. Provide all interconnecting piping/tubing, valves, mechanical fittings, conduits, wiring, electrical fittings to completely install new equipment and systems. Ground all new equipment and systems that could come in contact with the electrical system. Unless otherwise noted herein, ensure all machinery is able to utilize existing site utility services, including without limitation, wiring the new motor-starter panel to the existing electrical service related to the electrical power supply or the service needed to power the proposed CNG system.

14. Conduct all testing and commissioning activities as required by all laws, regulations, and standards to provide a completely operable and " turnkey" fueling station.

15. Conduct training of City' s personnel in the operation and maintenance of the new equipment and systems.

16. Provide a CNG priority-valve panel that automatically controls and routes the flow of CNG from all compressor discharges to either the time- fill supply line, the three existing CNG- storage vessels, or the fast-fill dispenser.

Ensure the valve panel has 1/ 2" process lines throughout and include external pressure gauges for each line.

17. Provide a dedicated DSL Data connectivity separate from the City' s network so monitoring and communication with equipment will be on Consultant' s 14 -
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own network. Ensure monitoring capabilities include automatic callout via text and email message in case of any shutdown fault, allow web- based remote login to monitor compressor-fault and - run status, compressor pressures and temperatures, and allow changing of settings remotely with password protection. Connect monitoring via DSL line, local IP connection or cellular data as directed by the City. The nearest City/local IP switch is located at 531 North Gertruda Ave.

18. Provide rust proofing for Stainless steel doors on the communications box and the dispenser compressor.

19. Provide a retail price discount of $ 0. 50 per Gasoline Gallon Equivalent GGE) below the posted retail price to all City vehicles, Beach City Transit vehicles, and at any retail Clean Energy fueling facility located within a 20 mile radius of 531 North Gertruda Ave, Redondo Beach. CA 90277, including but not limited to, the following stations.
a. City of Torrance. 20500 Madrona Ave, Torrance, CA 90503 b. City of Carson. 23924 S Figueroa St, Carson, CA 90745 c. LAX South. 10400 Aviation Blvd, Los Angeles, CA 90045 d. LAX Central ( Hertz). 9601 Aviation Blvd, Los Angeles, CA 90045 e. LAX North. 9131 Aviation Blvd, Inglewood, CA 90301

20. Provide assistance with grant applications where applicable and when requested by the City. Assist with managing grant contracts and their reporting requirements.

D. OPERATIONS AND MAINTENANCE SERVICES

1. Provide ongoing maintenance services, including a one- year warranty period, for a period of ten years. In the event the Agreement is extended a subsequent five year term pursuant to Exhibit " B", Consultant shall continue to provide these maintenance services.

2. Include all labor, consumables, repair, rebuild and replacement costs in the maintenance.

3. Provide all planned preventative maintenance and repairs of the entire CNG facility with experienced and qualified maintenance personnel who have at least three years of experience in maintaining similar CNG equipment. Maintain the function and performance of the CNG system as specified except to the extent, the damage was caused by parties outside Consultant' s control.

4. Provide a 24- hour toll-free telephone number for emergency equipment repairs. Perform preventative maintenance in accordance with the written maintenance schedules of the respective equipment manufacturers for the CNG facility required in Section I. B. 6 above.
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5. Provide a maximum 4- hour response time for non- emergency and 2- hour on all emergency related repairs.

III. CITY' S DUTIES
City will provide electric power and gas at existing switch gear and inlet gas piping respectively.
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EXHIBIT " B"

SCHEDULE FOR COMPLETION
TERM. The term of this Agreement shall commence on March 1, 2018 and expire February 29, 2028 (" Term"), unless otherwise terminated herein. City and Consultant may extend this Agreement for a subsequent five-year period by an amendment executed by both parties. Consultant shall complete Section I. A, I. B, and I. 0 of Exhibit A" within 33 weeks of the City's notice to proceed.
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EXHIBIT " C"

COMPENSATION
Provided Consultant is not in default under this Agreement, Consultant shall be compensated as provided below.

I. AMOUNT
A. GENERAL DUTIES/ PLANS & CONTRACT DOCUMENTS/ SUPPLIES & CONSTRUCTION ( SECTIONS I. A, I. B, AND I. C). Consultant shall be paid in accordance with the following schedule

TASK AMOUNT
Fixed Fee for Design/ Build/ Equipment, including
Rust Protection and Kraus Dual Hose Dispenser 837, 940
Sales Tax for Equipment 35, 534
Total 873, 474
B. OPERATIONS AND MAINTENANCE SERVICES. Consultant shall be paid monthly as follows.

O& M Costs
Therms ( minimum
will be billed at 8, 000 8, 000— 9, 500— 11, 000— _ 12, 500 15, 000— therms) 9, 499 10, 999 12, 499 — 14, 999 16, 499 16, 500 + O& M cost per Therm 0. 33 $ 0. 30 $ 0. 30 $ 0. 30 $ 0. 28 $ 0. 245 Payment for the O& M Services is based on a throughput of natural gas measured in therms as metered by Southern California Gas Company. The monthly fee includes all materials, labor, and overhead for CNG facility, including without limitation consumables, repairs, taxes, insurances, management, telecommunication, and related expenses.

This monthly fee shall be adjusted annually ( commencing on the anniversary of this Agreement) based on the Consumer Price Index— All Urban Consumers - Los Angeles- Riverside- Orange County. The base month for calculating the inflation adjustment shall be the first full month of the O& M Services and the annual adjustment.

II. METHOD OF PAYMENT. Invoices must be itemized, adequately detailed, based on accurate records, and in a form reasonably satisfactory to City. 18 -
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Consultant may be required to provide back-up material upon request.

Consultant shall submit invoices as follows.

A. GENERAL DUTIES/ PLANS & CONTRACT DOCUMENTS/ SUPPLIES & CONSTRUCTION. Consultant shall provide invoices indicating the services performed and the corresponding fee for the task as described in Section I of this Exhibit " C" for approval and payment.

B. MAINTENANCE. Consultant shall provide monthly invoice indicating the operations and maintenance services performed for approval and payment.

III. SCHEDULE FOR PAYMENT.

A. GENERAL DUTIES/ PLANS & CONTRACT DOCUMENTS/ SUPPLIES & CONSTRUCTION. Consultant shall be paid within forty-five ( 45) days after the completion of the Sections I. A, I. B, and I. C; provided, however, that services are completed to the City' s reasonable satisfaction.

B. MAINTENANCE. Consultant shall be paid within forty-five ( 45) days of City' s receipt of the monthly invoice; provided, however, that services are completed to the City' s reasonable satisfaction.

IV. NOTICE. Written notices to City and Consultant shall be given by registered or certified mail, postage prepaid and addressed to or personally served on the following parties.

Consultant: Clean Energy
4675 MacArthur Court, Suite 800
Newport Beach, California 92660
Attention: Derek Turbide
City: City of Redondo Beach
Public Works Department
531 North Gertruda Ave.

Redondo Beach, CA 90277
Attention: Mike Klein
All notices, including notices of address changes, provided under this Agreement are deemed received on the third day after mailing if sent by registered or certified mail.

Changes in the respective address set forth above may be made from time to time by any party upon written notice to the other party.
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EXHIBIT " D"

INSURANCE REQUIREMENTS FOR CONSULTANTS
Without limiting Consultant' s indemnification obligations under this Agreement, Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees.

Minimum Scope of Insurance
Coverage shall be at least as broad as:

Insurance Services Office Commercial General Liability coverage ( occurrence form CG 0001).

Insurance Services Office form number CA 0001 ( Ed. 1/ 87) covering Automobile Liability, code 1 ( any auto).

Workers' Compensation insurance as required by the State of California.

Employer's Liability Insurance.

Errors and Omissions liability insurance appropriate to the consultant's profession.

Architects' and Engineers' coverage.

Minimum Limits of Insurance
Consultant shall maintain limits no less than:

General Liability: $ 1, 000, 000 per occurrence for bodily injury, personal injury and property damage. The general aggregate limit shall apply separately to this project/ location.

Automobile Liability: $ 1, 000, 000 per accident for bodily injury and property damage.

Employer' s Liability: $ 1, 000, 000 per accident for bodily injury or disease.

Errors and Omissions liability: $ 1, 000, 000 per occurrence.

Deductibles and Self- Insured Retentions
Any deductibles or self- insured retentions must be declared to and approved by the City. At the option of the City, either: ( 1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers or ( 2) the Consultant shall provide a financial guarantee20 - I
satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Other Insurance Provisions
The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:

Additional Insured Endorsement:

General Liability: The City, its officers, elected and appointed officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of work performed by or on behalf of the Consultant. General liability coverage can be provided in the form of an endorsement to the Consultant' s insurance, or as a separate owner' s policy.

Automobile Liability: The City, its officers, elected and appointed officials, employees, and volunteers are to be covered as insureds with respect to liability arising out of automobiles owned, leased, hired or borrowed by or on behalf of the Consultant.

For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its officers, elected and appointed officials, employees, and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant' s insurance and shall not contribute with it.

Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty ( 30) days prior written notice by certified mail, return receipt requested, has been given to the City.

Each insurance policy shall be endorsed to state that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverages afforded shall apply as though separate policies had been issued to each insured.

Errors and Omissions policy, if written on a claims made basis, shall be maintained by the Consultant for a period of one year after the completion of the project.

Each insurance policy shall be in effect prior to awarding the contract and each insurance policy or a successor policy shall be in effect for the duration of the project.

The maintenance of proper insurance coverage is a material element of the contract and failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract on the Consultant' s part.

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0 Acceptability of Insurers
Insurance is to be placed with insurers with a current A. M. Best' s rating of no less than A:VII and which are authorized to transact insurance business in the State of California by the Department of Insurance.

Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on the City authorized forms provided with the contract specifications. Standard ISO forms which shall be subject to City approval and amended to conform to the City' s requirements may be acceptable in lieu of City authorized forms. All certificates and endorsements are to be received and approved by the City before the contract is awarded. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications at any time.

Subcontractors
Consultant shall include all subcontractors as insured under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

Risk Management
Consultant acknowledges that insurance underwriting standards and practices are subject to change, and the City reserves the right to make changes to these provisions in the reasonable discretion of its Risk Manager.
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EXHIBIT " E"

AGREEMENT TO COMPLY WITH CALIFORNIA LABOR LAW REQUIREMENTS

1. Contractor acknowledges that the project as defined in this Agreement between Contractor and the City, to which this Agreement to Comply with California Labor Law Requirements is attached and incorporated by reference, is a " public work" as defined in Division 2, Part 7, Chapter 1 ( commencing with Section 1720) of the California Labor Code (" Chapter 1"), and that this Agreement is subject to ( a) Chapter 1, including without limitation Labor Code Section 1771 and ( b) the rules and regulations established by the Director of Industrial Relations (" DIR") implementing such statutes. Contractor shall perform all work on the project as a public work. Contractor shall comply with and be bound by all the terms, rules and regulations described in 1( a) and 1( b) as though set forth in full herein.

2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

3. Pursuant to Labor Code Section 1771. 4, Contractor shall post job site notices, as prescribed by regulation.

4. Pursuant to Labor Code Section 1773. 2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement.

5. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. The Contractor shall, as a penalty to the City, forfeit the maximum amount allowable by law for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor.

6. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to ( 1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, ( 2) certify and make such payroll records available for inspection as provided by Section 1776, and ( 3) inform the City of the location of the records.

7. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777. 5, 1777. 6 and 1777. 7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects.

Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within sixty ( 60) days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to the City a verified statement of the journeyman and apprentice hours performed under this Agreement. 23 -
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8. Contractor acknowledges that eight ( 8) hours labor constitutes a legal day' s work. Contractor shall comply with and be bound by Labor Code Section 1810.

Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. The Contractor shall, as a penalty to the City, forfeit twenty- five dollars ($ 25) for each worker employed in the performance of this Agreement by the Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight 8) hours in any one ( 1) calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of 8 hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 1 and 1/ 2 times the basic rate of pay.

9. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."

10. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor' s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor' s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages.

Contractor shall diligently take corrective action to halt or rectify any failure.

11. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend ( at Contractor' s expense with counsel acceptable to the City) the City, its officials, officers, employees, agents, independent contractors, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity ( including Contractor, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive termination of the Agreement. 24 - oF °"°

Redondo Beach City CouncilFebruary 18, 2025

Redondo Beach City Council
February 18, 2025