Sacramento City Council
December 6, 2022

City of Sacramento
City Council - 2PM Report
915 I Street Sacramento, CA 95814
www.cityofsacramento.org
File ID: 2022-01862 12/6/2022 Consent Item 15.

Contract: Liquified Natural Gas (LNG) Fuel Tank Maintenance and Repairs File ID: 2022-01862
Location: Citywide
Recommendation: Pass a Motion: 1) awarding an initial one-year contract with four one-year renewal options to Clean Energy in an amount not-to-exceed $375,000 for the potential five-year term; 2) authorizing the City Manager or the City Manager’s designee to execute the contract and renewal options specified above provided that sufficient funds are available in the budget adopted for the applicable fiscal year.

Contact: Alison Kerstetter, Fleet Manager, (916) 808-1163, [email protected]; Department of Public Works
Presenter: None
Attachments:
1-Description/Analysis
2-Contract
Additional Description/Analysis
Issue Detail: The Department of Public Works, Fleet Management Division, has an ongoing requirement to purchase LNG Fuel Tank Maintenance and Repairs for the LNG fuel station at the Meadowview Service Center and the Portable LNG tank at the North Area Corporation Yard.

Policy Considerations: The recommendations in this report are in accordance with City Code Chapter 3.56.

Economic Impacts: None.

Environmental Considerations:

California Environmental Quality Act (CEQA): No environmental review is necessary because the recommendations in this report involve the purchase of fuel site

File ID: 2022-01862 12/6/2022 Consent Item 15.
maintenance and repairs and are not considered to be a project in accordance with Section 15378(b)(2) of the guidelines.

Sustainability: Not applicable.

Commission/Committee Action: None.

Rationale for Recommendation: On September 8, 2022, the Department of Public Works, Fleet Management Division, in accordance with City Code Chapter 3.56, issued a Request for Bids (RFB) for LNG Fuel Tank Maintenance and Repairs. One response was received. Fleet Management recommends awarding a contract to Clean Energy.

The bid amounts for a one-year period represents the total for the quantities selected for bid evaluation purposes only. The recommended contract amount of $375,000 reflects the amount anticipated to be expended over the potential contract period maximum for five years.

Financial Considerations: LNG fuel tank maintenance and repairs under the recommended contracts will be made from the Department of Public Works Fiscal Year (FY) 2022/23 operating budget (Fleet Fund, Fund 6501) and charged to the operating budgets of the customer departments.

Sufficient funding is available in the Department’s FY2022/23 operating budget to make repairs through June 30, 2023. Repairs made after June 30, 2023, are subject to funding availability in the adopted budget of the applicable fiscal year.

Local Business Enterprise (LBE): The minimum LBE participation requirement was waived by the Director of Public Works. Staff conducted an extensive search within the local area as well as reviewed bid history for similar services to determine potential interest in the bid. ..End

______________________________

CONTRACT

ROUTING SHEET
Contract Cover/Routing Form: Must Accompany ALL Contracts; however, it is NOT part of the contract.

General Information (Required)
Original Contract # (supplements only):

Supplement/Addendum #:

Assessor’s Parcel Number(s):

Contract Effective Date: 11/15/2022_ Contract Expiration Date (if applicable):11/14/2027

$ Amount (Not to Exceed): $ 375,000.00 Adjusted $ Amount (+/-):

Other Party:

Clean Energy

Project Title: LNG Fuel Tank Maintenance and Repair
Project #:

Bid/RFQ/RFP #:

B23153311001

City Council Approval: YES if YES, Council File ID#: 2022-01862

Contract Processing Contacts
Department: Public Works Project Manager: Alison Kerstetter

Contract Coordinator: Alison Kerstetter Email: [email protected]

Department Review and Routing

Accounting:

Supervisor:

Division Manager:

Other:

(Signature)

(Date)

(Signature) (Date)

(Signature)

(Date)
(Signature) (Date)

Special Instruction/Comments (i.e. recording requested, other agency signatures required, etc.) Recording Requested Other Party Signature Required

------------------FOR CLERK & IT DEPARTMENTS ONLY – DO NOT WRITE BELOW THIS LINE------------------

CC Rev. 12.19.2018

Form Approved by City Attorney 9-1-2020 Page 1
CONTRACT #:

CONTRACT NAME: LNG Fuel Tank Maintenance and Repair
CONTRACT PROJECT #: B23153311001
DEPARTMENT: Public Works
DIVISION: Fleet Management

CITY OF SACRAMENTO

NONPROFESSIONAL SERVICES AGREEMENT

THIS CONTRACT is made at Sacramento, California, by and between the CITY OF SACRAMENTO, a charter city and municipal corporation (“CITY”), and

Clean Energy
4675 MacArthur Court, Suite 800, Newport Beach, CA 92660 949-437-1328 / [email protected]

(“Contractor”), as of the Effective Date, as defined below.

The City and Contractor agree as follows:

1. Effective Date. This Contract shall be effective beginning November 15, 2022 .

2. Contract Documents. This Contract includes each of the following documents, which are attached or incorporated by this reference (referred to collectively as the “Contract Documents”):

Invitation to Bid, Request for Qualifications, or Request for Proposals, and any Addenda Exhibit A – Scope of Work
Exhibit B – Payment
Exhibit C – Insurance
Exhibit D – General Conditions
Purchase Orders

If there is a conflict between the terms and conditions of any document prepared or provided by the Contractor and made a part of this Contract and the other terms or conditions of the Contract, the other terms and conditions of the Contract control.

3. Services. Subject to the terms and conditions set forth in this Contract, Contractor shall provide to City the non-professional services described in Exhibit A (“Services”).

Contractor will not be compensated for non-professional services outside the scope of Exhibit A (“Additional Services”) unless, before providing Additional Services : (a) Contractor notifies City and City agrees that the Additional Services are outside the scope of Exhibit A; (b) Contractor estimates the additional compensation required for these Additional Services; and (c) City, after notice, approves in writing a Supplemental Contract specifying the Additional Services and the amount of additional compensation to be paid Contractor.

Form Approved by City Attorney 9-1-2020 Page 2
City will have no obligations whatsoever under this Contract or any Supplemental Contract, unless and until this Contract or any Supplemental Contract is approved by the City as required by the Sacramento City Code. As used in this Contract, the term “Services” includes both Services and Additional Services as applicable.

4. Payment. City shall pay Contractor at the times and in the manner set forth in Exhibit B.

Contractor shall submit all invoices to City in the manner specified in Exhibit B.

5. Facilities and Equipment. Except as set forth below, Contractor shall, at its sole cost and expense, furnish all facilities and equipment required for Contractor to perform this Contract. City shall furnish to Contractor only the facilities and equipment listed below, if any.

6. Insurance. Contractor shall, at its sole cost and expense, maintain the insurance coverage described in the attached Exhibit C.

7. General Conditions. Contractor shall comply with the terms and conditions set forth in the attached Exhibit D.

8. Non-Discrimination in Employee Benefits. This Contract may be subject to Sacramento City Code chapter 3.54, Non- Discrimination in Employee Benefits by City Contractors. A summary of the requirements, entitled "Requirements of the Non-Discrimination in Employee Benefits Code (Equal Benefits Ordinance),” can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.54. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.

Contractor's violation of Sacramento City Code chapter 3.54 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

9. Living Wage. This Contract may be subject to Sacramento City Code chapter 3.58, Living Wage.

A summary of the requirements, entitled "Living Wage Requirements", can be viewed at:
https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

The Living Wage Ordinance is applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.

Contractor acknowledges and represents that Contractor has read and understands the requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.58. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance.

Form Approved by City Attorney 9-1-2020 Page 3
Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.58 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.58.

Contractor's violation of Sacramento City Code chapter 3.58 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

In addition, for Services that constitute "Public Works" under California Labor Code Section 1720 et seq., if both prevailing wage and living wage requirements apply, Contractor shall pay the higher of the two rates.

10. Considering Criminal Conviction Information in the Employment Application Process. This Contract may be subject to the requirements of Sacramento City Code chapter 3.62, Procedures for Considering Criminal Conviction Information in the Employment Application Process . A summary of the requirements, entitled “Ban-The-Box Requirements,” can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

The Ban-The-Box Requirements are applicable to certain contracts with the City in an amount of $250,000 or more (either initial value or total value after amendment) or if the total value of all Contractor's contracts with the City is $250,000 or more over a 12-month period.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.62. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.62 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.62.

Contractor's violation of Sacramento City Code chapter 3.62 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

11. Local Business Enterprise Program . The Local Business Enterprise Program Participation Requirements ("LBE Participation Requirements") are applicable to this Contract. A summary of the requirements, entitled "LBE Participation Requirements," can be viewed at:

https://www.cityofsacramento.org/Finance/Procurement/Contract-Ordinances.

Contractor acknowledges and represents that Contractor has read and understands these requirements and shall fully comply with all applicable requirements of Sacramento City Code chapter 3.60. If requested by City, Contractor shall promptly provide any documents and information required by City to verify Contractor's compliance. Contractor shall require applicable subcontractors to fully comply with all applicable requirements of Sacramento City Code chapter 3.60 and include these requirements in all subcontracts covered by Sacramento City Code chapter 3.60.

Form Approved by City Attorney 9-1-2020 Page 4
Contractor's violation of Sacramento City Code chapter 3.60 constitutes a material breach of this Contract, for which the City may terminate the Contract and pursue all available legal and equitable remedies.

12. Authority. The person signing this Contract for Contractor represents and warrants that he or she has read, understands, and agrees to all the Contract terms and is fully authorized to sign this Contract on behalf of the Contractor and to bind the Contractor to the performance of the Contract’s obligations.

[Signatures Page Following Exhibits]

Form Approved by City Attorney 9-1-2020 Exhibit A - Page 1

EXHIBIT A

SCOPE OF SERVICES

1. Representatives.

The CITY Representative for this Agreement is:

Alison Kerstetter / Fleet Manager
5730 24th Street, Sacramento, CA 95822
916-808-1163 / [email protected]

The CONTRACTOR Representative for this Agreement is:

John Hodgkinson / Business Development Manager
4675 MacArthur Court, Suite 800, Newport Beach, CA 92660 949-437-1328 / [email protected]

Unless otherwise provided in this Contract, a ll Contractor questions and correspondence pertaining to this Contract must be addressed to the City Representative. All City questions and correspondence must be addressed to the Contractor Representative.

2. Scope of Services. Contractor shall provide Services to City as set forth in Attachment 1 to this Exhibit A.

3. Time of Performance. The Services described in this Contract shall be provided for one year .

City may extend this Contract for up to 4 additional one-year terms, for a maximum five -year term. Contractor shall provide the Services in accordance with any schedule in Attachment 1 to this Exhibit A. Contractor shall immediately notify the City if Contractor is unable to perform Services in compliance with this Contract.

Attachment 1 to Exhibit A
Scope of Services:

CONTRACTOR shall provide Liquified Natural Gas fuel site maintenance and repair services for the City on an “as needed” basis, as determined by the City. CONTRACTOR understands and agrees that work will be assigned to CONTRACTOR on an individual job or task basis through the City’s issuance of a written notice to proceed. The jobs/tasks may involve varying levels of effort throughout the term of the Agreement. The need for services may not be continuous during the term. It is understood and agreed by CONTRACTOR that no services at all may be required by the City under this Agreement, in which case, CONTRACTOR shall not receive any compensation. If services are performed under this Agreement, total payment for said services shall not exceed that amount stated in Exhibit B for the five- year term. The City will contact CONTRACTOR regarding a specific job/task. CONTRACTOR shall not commence work on any job or task prior to receipt of a written notice to proceed from the City.

CONTRACTOR shall perform, comply with and be subject to all provisions of this Agreement regarding any work performed pursuant to such written notices to proceed.

Time of Performance:

Beginning on the “Effective Date” of this Agreement, CONTRACTOR shall provide these services for one year. Upon the mutual agreement of the parties, the Agreement may be extended for up to four additional one-year terms, for a potential five-year term. Extensions must be processed in accordance with the City Code.

General Requirements:

1. Protection of Existing Property
Contractor shall take every precaution to protect all public and private property during the performance of this contract. Any damages caused by Contractor's personnel or equipment will be promptly repaired to the condition existing before the damage or be replaced. All such costs for such repairs or replacement shall be sole responsibility of the Contractor.

2. Dismissal of Unsatisfactory Employees
The Contractor shall only furnish employees who are competent and skilled for work under this contract. If, in the opinion of the City, an employee of the Contractor is incompetent or disorderly, refuses to perform in accordance with the terms and conditions of the contract, threatens or uses abusive language while on City property, or is otherwise unsatisfactory, that employee shall be removed from all work under this contract.

Technical Specifications:

1. CONTRACTOR shall have the following certifications:
a. Title 23, California Code of Regulations, Chapter 16 b. California UST Systems Operator Certification
c. State Water Resources Control Board Tank Testing License d. California UST Service Technician License
e. California UST Inspector Certification
f. Training and Certification from Monitoring System Manufacturer g. Designated Operator Certificate issued by International Code Council. h. Any certifications required by State or Federal law.

2. Site Locations

CONTRACTOR will provide LNG fuel site maintenance and repair services at the following locations for the City of Sacramento, Fleet Management Division:

Tank Location Quantity
Tank Capacity
(US liquid gallons)
2812 Meadowview Road, Sacramento, CA 95832 4* 6,000
918 Del Paso Road, Sacramento, CA 95834 1 3,400 (ORCA Trailer)

*There are 4 LNG fuel tanks on site, but tank 52 is not operable

3. Licenses and Certificates
In addition to the requirements stated in Exhibit D, paragraph 2, CONTRACTOR shall provide copies of valid licenses and certificates for testing and repair of LNG fueling systems, including tank and piping systems, dispensers, and related equipment, and monitoring equipment, contractor’s license, and HAZWOPER certificates for each employee and/or subcontractor and their employees who may be on the job site.

These licenses and certificates shall be kept up to date and current during the entire duration of the contract and must be presented upon request by any Federal, State, or Local Official. No contractor shall perform work on equipment or at sites that require such licenses or certificates unless they are current and valid.

4. Response Times and Definitions

CONTRACTOR shall commit to responding to regular/non-emergency calls within one (1) hour and on site within four (4) hours of initial call from the City. Non-emergency problem is defined as one that does not render the fuel site inoperable.

CONTRACTOR shall commit to responding to emergency calls during regular business hours and after hours (24 hours a day /7 days a week /365 days a year) by phone within thirty (30) minutes and on site within two (2) hours of initial call from the City.

CONTRACTOR shall adhere to the definitions below when referring to billable hours. • Straight Time – 8:00 AM – 5:00 PM, Monday – Friday (excludes holidays); minimum of two hours
• Overtime – 5:00 PM – 8:00 AM, over 8 hours, weekends and holidays • Double Time – Over 12 hours
• Holidays – New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve and Christmas Day

5. Onsite Work Requirements
CONTRACTOR shall wear uniforms with Company Name and Employee Nametag visible and Company Vehicle must be properly marked with Company’s Name.

CONTRACTOR shall not have more than two (2) Service Technicians per service call without prior approval from the City.

CONTRACTOR shall perform all work in accordance with applicable City, State, and Federal Safety Standards and Regulations. Contractor shall obtain a copy of the City’s Safety Policies and Procedures from the City’s Risk Management Office.

CONTRACTOR shall check in with a City Employee and document on work order time started upon entering the job site.

CONTRACTOR shall document time completed and have work order signed by a City Employee upon job completion.

6. Maintenance and Repair of Tanks
CONTRACTOR shall provide maintenance, training, and repair services fo r all LNG fuel station equipment and shall provide parts, supplies, and accessories for whenever replacement for existing equipment is necessary.

7. Testing and Certification of Tanks

CONTRACTOR shall test and certify all LNG fuel station equipment, parts and monitoring systems.

CONTRACTOR shall update signage to reflect changes in fuel content, or as required by changes to Federal, State and Local regulations or laws.

8. Legislation Changes
CONTRACTOR shall inform the City Sacramento employee designated as the point of contact, of any pending changes to legislation that will affect the operation of the LNG fuel sites.

Written documentation of pending legislation shall be provided to the City at least 90 days prior to implementation of said changes.

The City’s point of contact for these changes is Ron Kammerer and can be reached at 916 -808- 6289.

9. Required Preventative Maintenance Program

CONTRACTOR will provide services as described below in the required preventative maintenance program.

Station Overview

1. Check and note any damage to site

2. Check and note any visible leaks

3. Listen and note any audible leaks

Facility House Keeping

1. Clean dispensers

2. Clean gauges and control cabinet

3. Check all lights and repair bulbs as needed

4. Pressure wash containment area

5. Navel jelly any rust on stainless lines

6. Vacuum dirt from between skid

7. Apply touch up paint on tank, stairs, bollards and skid as needed

LNG Fill Hose, Vet Hoses and Dispenser

1. Check for leaks, damage and wear, and repair and/or replace as needed

2. Test dispenser to assure proper operation

Valve Packing and Flanges

1. Tighten bobby bolts on all valves

2. Tighten packing on all valves, including Worchester valves

3. Tighten all flange bolts

Air System

1. Check desiccant (replace if desiccant has turned pink)

2. Snoop test air system for leaks and fix as needed

3. Check regulator set pressures

4. Check air compressor oil level and drain as needed

5. Drain water from air compressor

6. Check low air pressure switch

Conduit and Explosion Proof Fittings

1. Tighten conduit unions, cap and fittings

Air Conditioners

1. Clean filter on air conditioners

2. Assure that air conditioner is working correctly

Flame Detectors

1. Clean with cotton swab

Methane Sensor

1. Calibrate all four methane sensors

2. Clean indicator lens

3. Clean dust covers

Y-Strainers

1. Clean 1” Y-Strainers located in the LNG dispense circuits and document any unusual materials found

Vacuum Readings

1. LNG storage tank

2. LNG pump pot

3. Dispenser #1 supply

4. Small line on top of pump can

5. Dispenser #2 supply

6. Dispenser return

Control Hardware

1. Evaluate operation and check for leaks on the pressure gauges, liquid level gauges, and transmitters

2. Calibrate and repair as necessary

3. Clean control cabinet and assure that all wire terminals are tight

4. Check to assure meter is working correctly

5. Check light within control cabinet

ESD System

1. Check ESD buttons, fire eyes and methane sensors

LNG Pump

1. Record hours

2. Listen for unusual noises

3. Each 8,000 hours; Remove pump and replace with rebuilt pump (only if needed, bill separately for an additional cost)

4. Check wires that feed pump motor when pump is replaced

PRV

1. Inspect PRV’s

2. Replace / Certify PRV – (billed separately at for an additional cost)

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 1

EXHIBIT B

PAYMENT

1. Contractor’s Compensation. The total of all fees paid to the Contractor for the provision of Services as set forth in Exhibit A, including any authorized reimbursable expenses, shall not exceed the total sum of $ 375,000.00 . The payments specified in this Exhibit B shall be the only payments made to Contractor unless the City approves a Supplemental Contract.

2. Pricing. Contractor shall be paid as set forth in Exhibit A or Attachment 1 to this Exhibit B and any applicable special provisions included in the request for bids or proposals. If there is a conflict between Exhibit A or Exhibit B and the Special Provisions, Exhibit A or Exhibit B controls.

3. Contractor’s Reimbursable Expenses. “Reimbursable Expenses” are limited to actual expenditures of Contractor for expenses that are necessary for the proper satisfaction of the Contract and are only payable if specifically authorized in advance in writing by the City.

4. Miscellaneous Charges. No additional charges will be allowed unless specified in the Contract, including charges for transportation, fuel, containers, packing, or disposal.

5. Payments to Contractor. Contractor is responsible for supplying all documentation necessary to verify invoices to the City’s satisfaction.

A. Payment terms are NET 30 days, unless the Contractor offers a prompt payment discount that was accepted by the City or as otherwise stated in this Contract. Any prompt payment discounts will be computed from the date of acceptance by the City, or from the date an invoice is received, whichever occurs later.

B. Invoices must be submitted to either of the addresses specified below. (1) Email. Submit email invoices and any attachments to:
[email protected]

(2) Postal Mail. If emailing is not an option, mail to:

A/P Processing Center
City of Sacramento
915 I Street, Floor 4
Sacramento, CA 95814-2608
C. All invoices submitted by CONTRACTOR must contain the following information:

(1) Job/Project Name
(2) CITY’s current Purchase Order Number
(3) Contractor’s Invoice Number
(4) Date of Invoice Issuance
(5) Work Order Number (if applicable)
(6) CITY representative identified on the Purchase Order (7) Contractor’s remit address

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 2 (8) Itemized description of items billed under Invoice
(9) Itemized description of all authorized Reimbursable Expenses (10) Itemized description of all applicable taxes (sales, use, excise, etc.) (11) Amount of Invoice (itemize all authorized Reimbursable Expenses) (12) Total Billed to Date under Contract (if applicable)

D. Items must be separated into Goods, Services, and Reimbursable Expenses. All applicable sales, use, excise, or similar taxes, including federal excise tax, must be itemized separately on the invoice. Invoices that do not conform to the format outlined above will be returned to Contractor for correction. City is not responsible for delays in payment to Contractor resulting from Contractor’s failure to comply with the invoice format described above.

E. For Goods only, a bill of lading number and weight of shipment will be shown for shipments on the Government Bill of Lading.

F. Unless otherwise specified in this Contract, partial payments will not be made by the City and payment will not be due until the completion of the Goods order. No payment precludes the City’s right to inspect. Requests for payment status should be addressed to the City Representative for this Contract.

6. Additional Services. Additional Services shall be provided only when a Supplemental Contract authorizing the Additional Services is approved in writing by the City in accordance with the City’s contract amendment procedures. The City reserves the right to perform any Additional Services with its own staff or to retain other contractors to perform the Additional Services.

7. Accounting Records of Contractor. During performance of this Contract and for a period of three years after completi on of performance, Contractor shall maintain all account ing and financial records related to this Contract, in accordance with generally accepted accounting practices, including records of Contractor’s costs for performance under this Contract and records of Contractor’s Reimbursable Expenses. Contractor shall keep and make records available for inspection and audit by representatives of the City upon reasonable written notice.

8. Tax Payments. Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation here under, including estimated taxes, and shall provide CITY with proof of the payment upon request. Contractor hereby agrees to indemnify CITY for any claims, losses, costs, fees, liabilities, damages or injuries suffered by CITY arising out of Contractor’s breach of this section.

9. Public Works Requirements. [To be completed by the City Representative:]

The services provided under this Contract include [check one if applicable]:
________ Construction work in an amount exceeding $25,000;

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 3 ________ Land Surveying, material testing, or inspection services provided for a City construction project during the design, pre -construction, construction, or post-construction phases of the project; or

________ Alteration, demolition, repair, or maintenance wo rk in an amount exceeding $15,000.

If any of the lines is checked above , this Contract includes “Public Work” under the California Labor Code and is subject to the following requirements:

A. Payment of Prevailing Wages: Contractor and any subcontractor(s) performing any Public Work shall comply with t he provisions of Sacramento City Code section 3.60.180 and applicable provisions of the California Labor Code, which require, among other things, that Contractor and all subcontractors pay not less than the prevailing rate of wages, as determined by the Director of the California Department of Industrial Relations (“DIR”) in accordance with California Labor Code section 1773. Contractor and every subcontractor shall maintain payroll records an d submit certified payrolls and other labor compliance documentation electronically when and as required by CITY. In addition, Labor Code Section 1771.4 requires the Contractor and any subcontractor performing any Public Work to furnish electronic payroll records directly to the Labor Commissioner. Contractor shall include these requirements in every subcontract.

This Agreement is subject to compliance monitoring and enforcement by the DIR, as specified in California Labor Code section 1771.4. The Contractor and any subcontractor will be subject to withholding and penalties for violation of prevailing wage requirements in accordance with applicable law, including Labor Code Sections 1726, 1741, 1771.5, and 1775, and City Code Section 3. 60.180. Questions regarding the City’s Labor Compliance Program should be directed to the City Representative.

B. DIR Registration : California Labor Code Section 1725.5 requires the Contractor and all subcontractors performing Public Works services to be currently registered with the DIR, as specified in California Labor Code Section 1725.5. California Labor Code Section 1771.1 provides that a contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal (subject to the requirements of Section 4104 of the California Public Contract Code), or engage in the performance of any contract for Public Work, unless currently registered and qualified to perform Public Work in accordance with California Labor Code Section 1725.5.

Further information can be found on DIR’s website at http://www.dir.ca.gov/Public - Works/Contractors.html. The above summary is provided solely for informational purposes and does not in any way affect the Contractor’s and subcontractors’ obligation to comply in all respects with all other applicable laws and regulations. The Contractor shall disseminate these provisions to all subcontractors.

Before the performance of work by Contractor or any subcontractor(s) under this Contract, Contractor shall furnish Contractor’s and any subcontractors’ current DIR registration number(s). The Contractor’s current DIR registration number and the

Form Approved by City Attorney 9-1-2020 Exhibit B - Page 4 current DIR registration number of all subcontractors will be listed on the Subcontractor and LBE Participation Verification Form, incorporated herein.

C. Workers’ Compensation Certification. In accordance with California Labor Code Section 1861, by signing this C ontract, Contractor acknowledges and represents that Contractor is aware of the provisions of section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and that Contractor will comply with the provisions of the Labor Code before commencing performance under this Contract.

D. Apprentices. If this Contract is for the performance of any Public Work, and the amount of the Contract is $30,000 or more, the Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.190, Section 1777.5 et seq. of the California Labor Code, and implementing regulations set forth in Title 8 of the California Code of Regulations, governing the employment of apprentices. The Contractor and any subcontractors performing Public Work will be subject to penalties for apprenticeship violations in accordance with Labor Code Section 1777.7.

E. Working Hours. If this Contract is for the performance of any Public Work, Contractor and any subcontractors performing any Public Work under this Contract must comply with and be subject to enforcement under, the provisions of Sacramento City Code Section 3.60.180 and California Labor Code Section 1810 et seq., governing the working hours of employees performing Public Work.

F. Failure to Comply with Labor Compliance. If all applicable labor compliance requirements are not met, the City will have the right to withhold or reject a payment request and/or invoice, in whole or in part, without in any way relieving Contractor or its subcontractors of any obligations under this Contract.

G. Subcontractors. The Contractor shall include these provisions A through F in every subcontract or sub -agreement for any subcontractors performing work under this Contract.

Attachment 1 to Exhibit B
Billable Rates
For work authorized by the City in accordance with the terms of the Agreement, CONTRACTOR shall be paid at the following rates.

1. LABOR RATE

A. REGULAR / NON-EMERGENCY SERVICE CALLS: Regular/Non-Emergency calls shall be defined as a problem that does not render the fuel site inoperable. Response time of no more than four (4) hours of the initial call from the City required.

Description Number Unit
Minimum Time Charged* 2 hours

Description Cost Unit
Straight Time $181.18 per hour
Over Time** $271.77 per hour
Double Time $362.36 per hour
Travel $181.18 per hour

B. EMERGENCY SERVICE CALLS: Response time of no more than two (2) hours of the initial call from the City required.

Description Number Unit
Minimum Time Charged* 2 hours
Description Cost Unit
Emergency Call Out Charge during regular business
hours (8:00 AM - 5:00 PM, Monday - Friday) $181.18 per hour Emergency Call Out Charge during non-business
hours (5:01 PM – 7:59 AM, weekends and holidays) $271.77 per hour Travel $181.18 per hour

*Minimum Time Charged includes travel time, actual time to reach location billed at an hourly rate. **Overtime – paid over 8 hours; 5:00 PM – 8:00 AM, weekends and holidays.

2. SCHEDULED INSPECTION AND MAINTENANCE
Description Cost Unit
Inspection and Maintenance Program

$10,925.00
per 92
day or
quarter
Additional Costs at Quarterly Visit
a) Re-certify relief valves / valve $2,112.68 per valve b) All other specific annual tasks as a group N/A per visit

No price changes to manufacturer pricing is permitted during the first two years of the contract. If the contract extends beyond two years, prices quoted may be made subject to adjustment, based solely upon manufacturer price increase/decrease. Successful Bidder shall provide the City a written request and proof of any such manufacturer increases/decreases. Such requests shall be addressed to Fleet Management and shall be accompanied by written verifications of said price increases issued by the manufacturer. A minimum (30) day advance notice period shall be required for such requests. Requests for price increases adjustments are subject to the review and approval of the City. If an increase is granted by the City, the increase in cost shall not increase greater than 3% from the prior year. In the event of a price decline, the benefit of such lower prices shall be immediately extended to the City.

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 1

EXHIBIT C

INSURANCE

1. Insurance Requirements. During the entire term of this Contract, Contractor shall maintain the insurance coverage described in the Insurance Terms below. Full compensation for all premiums that Contractor is required to pay for the insurance coverage described herein shall be included in the compensation specified under this Contract. No additional compensation will be provided for Contractor's insurance premiums. Any available insurance proceeds in excess of the specified minimum limits and coverages shall be available to the City.

Contractor's liability to the City is not in any way limited to or affected by the amount of insurance coverage required or carried by the Contractor in connection with this Contract.

2. General Liability Minimum Scope and Limits of Insurance Coverage. Commercial General Liability Insurance is required providing coverage at least as broad as ISO CGL Form 00 01 on an occurrence basis for bodily injury, including death, of one or more persons, property damage, and personal injury, arising out of activities performed by or on behalf of the Contractor and subcontractors, products and completed operations of Contractor and subcontractors, and premises owned, leased, or used by Contractor and subcontractors, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide contractual liability and products and completed operations coverage for the term of the policy.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects general liability arising out of: activities performed by or on behalf of Contractor and subcontractors; products and completed operations of Contractor and subcontractors; and premises owned, leased, or used by Contractor and subcontractors.

3. Automobile Liability Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)

_X_ Automobile Liability Insurance is required providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non-owned and/or hired autos as appropriate to the operations of the Contractor.

The City, its officials, employees and volunteers shall be covered by policy terms or endorsement as additional insureds as respects auto liability.

___ No automobile liability insurance is required , and by signing this Contract, Contractor certifies as follows:

“Contractor certifies that a motor vehicle will not be used in the performance of any work or services under this agreement. If, however, Contractor does transport items under this Contract, or this Contract is amended to require any employees of Contractor to use a

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 2 vehicle to perform services under the Contract, Contractor understands that it must maintain and provide evidence of Automobile Liability Insu rance providing coverage at least as broad as ISO Form CA 00 01 for bodily injury, including death, of one or more persons, property damage and personal injury, with limits of not less than one million dollars ($1,000,000) per occurrence. The policy shall provide coverage for owned, non - owned and/or hired autos as appropriate to the operations of the Contractor.”

4. Excess Insurance . The minimum limits of insurance required above may be satisfied by a combination of primary and umbrella or excess insurance coverage, provided that any umbrella or excess insurance contains, or is endorsed to contain, a provision that it will apply on a primary basis for the benefit of the City, and any insurance or self-insurance maintained by City, its officials, employees, or volunteers will be in excess of Contractor's umbrella or excess coverage and will not contribute to it.

5. Workers’ Compensation Minimum Scope and Limits of Insurance Coverage. (Check the applicable provision.)

_X_ Workers’ Compensation Insurance is required with statutory limits and Employers' Liability Insurance with limits of not less than one million dollars ($1,000,000). The Workers' Compensation policy shall include a waiver of subrogation in favor of the City.

___ No work or services will be performed on or at CITY facilities or CITY Property, therefore a Workers’ Compensation waiver of subrogation in favor of the CITY is not required.

___ No Workers’ Compensation insurance is required, and by signing this Contract, Contractor certifies as follows:

“Contractor certifies that its business has no employees, and that it does not employ anyone, and is therefore exempt from the legal requirements to provide Workers' Compensation insurance. If, however, Contractor hires any employee during the term of this Contract, Contractor understands that Workers’ Compensation with statutory limits and Employer’s Liability Insurance with a limit of not less than one million dollars ($1,000,000) is required. The Workers’ Compensation policy will include a waiver of subrogation in favor of the City.”

6. Other Insurance Provisions. The policies must contain, or be endorsed to contain, the following provisions:

A. Contractor's insurance coverage, including excess insurance, shall be primary insurance as respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers will be in excess of Contractor's insurance and will not contribute with it.

B. Any failure to comply with reporting provisions of the policies will not affect coverage provided to the City, its officials, employees or volunteers.

C. Coverage shall state that Contractor's insurance applies separately to each insured

Form Approved by City Attorney 9-1-2020 Exhibit C - Page 3 against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

D. Contractor shall provide the City with 30 days written notice of cancellation or material change in the policy language or terms.

7. Acceptability of Insurance. Insurance must be placed with insurers with a Bests' rating of not less than A:VI. Self-insured retentions, policy terms or other variations that do not comply with the requirements of this Exhibit C must be declared to and approved by the City in writing before execution of this Contract.

8. Verification of Coverage.

A. Contractor shall furnish City with certificates and required endorsements evidencing the insurance required. Certificates of insurance must be signed by an authorized representative of the insurance carrier. Copies of policies shall be delivered to the City Representative on demand.

B. Contractor shall send all insurance certificates and endorsements, including policy renewals, during the term of this Contract directly to:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564

C. Certificate Holder must be listed as:

City of Sacramento
c/o Exigis LLC
PO Box 947
Murrieta, CA 92564

D. The City may withdraw its offer of Contract or cancel this Contract if the certificates of insurance and endorsements required have not been provided before execution of this Contract. The City may withhold payments to Contractor and/or cancel the Contract if the insurance is canceled or Contractor otherwise ceases to be insured as required herein.

9. Subcontractor Insurance Coverage . Contractor shall require and verify that all subcontractors maintain insurance coverage that meets the minimum scope and limits of insurance coverage specified in this Exhibit C.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 1

EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor.

A. It is understood and agreed that Contractor (including Contractor’s employees) is an independent contractor and that no relationship of employer -employee exists between the parties hereto for any purpose whatsoever. Neither Contractor nor Contractor’s assigned personnel will be entitled to any benefits payable to CITY employees. CITY is not required to make any deductions or withholdings from the compensation payable to Contractor under the provisions of this Contract, and Contractor will be issued a Form 1099 for its services hereunder. As an independent contractor, Contractor hereby agrees to indemnify and hold CITY harmless from any and all claims that may be made against CITY based upon any contention by any of Contractor’s employees or by any third p arty, including any state or federal agency, that an employer -employee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Contract or by reason of the nature and/or performance under this Contract.

B. It is further understood and agreed by the parties that Contractor, in the performance of its obligations, is subject to the City’s control and direction as to the designation of tasks to be performed and the results to be accomplished under this Contract, but not as to the means, methods, or sequence used by Contractor for accomplishing the results. To the extent that Contractor obtains permission to, and does, use CITY facilities, space, equipment or support services in the performance of this Contract, this use will be at the Contractor’s sole discretion based on the Contractor’s determination that the use will promote Contractor’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Contract, the CITY does not require that Contractor use CITY facilities, equipment or support services or work in CITY locations in the performance of this Contract. As used in this Contract, "sole discretion" or "sole judgment" means that the party authorized to exercise its discretion or judgment may do so based on an unfettered assessment of its own interests, without considering how its decision affects the other party, and unconstrained by the implied covenant of good faith and fair dealing.

C. If, in the performance of this Contract, any third persons are employed by Contractor, such persons will be entirely and exclusively under the direction, supervision, and control of Contractor. Except as otherwise provided in this Contract, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Contractor.

It is further understood and agreed that Contractor will issue W -2 or 1099 Forms for income and employment tax purposes for all Contractor’s assigned personnel and subcontractors.

D. The provisions of this section will survive any expiration or termination of this Contract.

Nothing in this Contract creates an exclusive relationship between CITY and Contractor.

Contractor may represent, perform services for, or be employed by any additional persons or companies so long as Contractor does not violate the provisions of Section 5, below.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 2

2. Licenses; Permits, Etc. Contractor represents and warrants that Contractor has, and shall maintain at all times during the term of this Contract at its sole cost and expense, all licenses, permits, qualifications, and approvals of any nature that are legally required for Contractor to practice its profession or fulfill the terms of this Contract , including a City Business Operations Tax Certificate and any required certification issued by the California Secretary of State.

3. Time. Time is off the essence in the performance of this Contract. Contractor shall devote the necessary time and effort to its performance under this Contract. Neither party will be considered in default of this Contract, to the extent that party’s performance is prevented or delayed by any cause, present or future, that is beyond the reasonable control of that party.

4. Contractor Not Agent. Except as City may specify in writing, Contractor and Contractor’s personnel have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor and Contractor’s personnel shall have no authority, express or implied, to bind City to any obligations whatsoever.

5. Conflicts of Interest. Contractor covenants that neither it, nor any officer or principal of its firm, has or will acquire any interest, directly or indirectly, that would conflict in any manner with the City’s interests or that would in any way hinder Contractor’s performance under this Contract.

Contractor further covenants that in the performance of this Contract, no person having any such interest will be employed by it as an officer, employee, agent or subcontractor, without the City’s written consent.

Contractor agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the City’s interests during the performance of this Contract. If Contractor is or employs a former officer or employee of the City, Contractor and any former City officer or employee shall comply with the provisions of Sacramento City Code Section 2.16.090 pertaining to appearances before the City Council or any City department, board, commission, or committee.

6. Hazardous Substances. "Hazardous Substances" means any substance, material, waste, or other pollutant or contaminant that is or becomes designated, classified, or regulated as hazardous or toxic under any law, regulation, rule, order, decree, or other governmental requirement now in effect or later enacted. If Contractor is shipping Hazardous Substances, Contractor must supply a Safety Data Sheet ("SDS") with the first shipment of Hazardous Substances to each City location receiving the Hazardous Substances. If the content of an SDS is revised, Contractor must provide a revised SDS to each City location receiving Hazardous Substances.

7. Confidentiality of City Information. During performance of this Contract, Contractor may gain access to and use City information regarding inventions, machinery, products, prices, apparatus, costs, discounts, future plans, business affairs, governmental affairs, processes, trade secrets, technical matters, systems, facilities, customer lists, product design, copyright, data, and other vital information (hereafter collectively referred to as “City Information”) that are valuable, special and unique assets of the City.

Contractor agrees to protect all City Information and treat it as strictly confidential, and further agrees that Contractor shall not at any time, either directly or indirectly, divulge, disclose or

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 3 communicate in any manner any City Information to any third party without the City’s prior written consent.

In addition, Contractor must comply with all City policies governing the use of the CITY network and technology systems, as set forth in applicable provisions of the City of Sacramento Administrative Policy Instructions # 30. A violation by Contractor of this section is a material violation of this Contract and shall justify legal and equitable relief.

8. Contractor Information.

A. City shall have full ownership and control, including ownership of any copyrights, of all information prepared, produced, or provided by Contractor under this Contract. In this Contract, the term “information” means and includes: an y and all work product, submittals, reports, plans, specifications, and other deliverables consisting of documents, writings, handwritings, typewriting, printing, photostatting, photographing, computer models, and any other computerized data and every other means of recording any fo rm of information, communications, or representation, including letters, works, pictures, drawings, sounds, or symbols, or any combination thereof. Contractor shall not be responsible for any unauthorized modification or use of such information for other than its intended purpose by City.

B. Contractor shall fully defend, indemnify and hold harmless City, its officers and employees, and each of them, from and against any and all claims, actions, lawsuits or other proceedings alleging that all or any part of the information prepared, produced, or provided by Contractor under this Contract infringes upon an y third party’s trademark, trade name, copyright, patent or other intellectual property rights. City shall make reasonable efforts to notify Contractor not later than ten days after City is served with any such claim, action, lawsuit or other proceeding . However, City’s failure to provide notice within the ten-day period does not relieve Contractor of its obligations hereunder, which survive any termination or expiration of this Contract.

C. All proprietary and other information received from Contractor by City, whether received in connection with Contractor’s proposal to City or in connection with Contractor’s performance, will be disclosed upon receipt of a request for disclosure, in accordance with the California Public Records Act; provided, however, tha t, if any information is set apart and clearly marked “trade secret” when it is provided to City, City shall give notice to Contractor of any request for the disclosure of such information. The Contractor will then have five days from the date it receives notice to petition the court for a protective order to prevent the disclosure of the information. The Contractor shall have sole responsibility for defense of the actual “trade secret” designation of such information.

D. The parties understand and agree that any failure by Contractor to respond to the notice provided by City and seek a protective order, in accordance with the provisions of subsection C, above, constitutes a complete waiver by Contractor of any rights regarding the information designated “trade secret” by Contractor, and the information will be disclosed by City in accordance with the Public Records Act.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 4

9. Notification of Material Changes in Business. Contractor agrees that if it experiences any material changes in its business, including a reorganization, refinancing, restructuring, leveraged buyout, bankruptcy, name change, or loss of key personnel, it will immediately notify the City of the changes. Contractor also agrees to immediately notify the City of any condition that may jeopardize the scheduled delivery or fulfillment of Contractor's obligations to the City under this Contract.

10. Standard of Performance. Contractor shall perform in the manner and according to the standards currently observed by a competent practitioner of Contractor’s profession in California and in compliance with all requirements of this Contract . All products that Contractor delivers to City under this Contract must be prepared in a professional manner and conform to the standards of quality normally observed by a person currently practicing in Contractor’s profession.

Contractor shall assign only competent personnel to perform on its behalf un der this Contract.

Contractor must notify the City in writing of any changes in Contractor’s staff assigned to perform under this Contract, before any performance by the new staff member . I f the City, in its sole discretion, determines that any person assigned by the Contractor to perform under this Contract is not performing in accordance with the standards required herein, City shall provide notice to Contractor. Contractor shall immediately remove the assigned person upon receipt of the notice.

11. Performance or Different Terms and Conditions. The City's subsequent performance will not be construed as either acceptance of additional or different terms and conditions or a counteroffer by the Contractor, nor will the City's subsequent performance be viewed as acceptance of any provision of the Uniform Commercial Code, as adopted by any State, that is contrary to the terms and conditions contained herein. Contractor's performance shall conform to the applicable requirements of the Sacramento City Charter, Sacramento City Code, and all applicable State and Federal laws, and all the requirements of this Contract. The California Commercial Code will apply except as otherwise provided in the Contract.

12. Emergency/Declared Disaster Requirements. If an emergency is declared by the City Manager, or if any portion of the City is declared a disaster area by the county, state or federal government, this Contract may be subjected to increased usage. The Contractor shall serve the City during a declared emergency or disaster, subject to the same terms and conditions that apply during non- emergency / non-disaster conditions. The pricing set forth in this Contract will apply, without mark-up, regardless of the circumstances. If the Contractor is unable to fulfill the terms of the Contract because of a disruption in its chain of supply or service, then the Contractor shall provide proof of the disruption. Acceptable forms of proof will include a letter or notice from the Contractor's source stating the reason for the disruption

13. Term; Suspension; Termination.

A. This Contract is effective on the Effective Date and continues in effect until both parties have fully performed their respective obligations under this Contract, unless sooner terminated as provided herein.

B. City shall have the right at any time to suspend Contractor’s performance hereunder, in whole or in part, by giving a written notice of suspension to Contractor. Upon receipt of

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 5 such notice, Contractor shall immediately suspend its activities under this Contract, as specified in the notice.

C. The City shall have the right to terminate this Contract at any time by giving a written notice of termination to Contractor. Upon receipt of such notice , Contractor shall immediately cease performance under this Contract as specified in the notice. If the City terminates this Contract:

(1) Contractor shall, not later tha n five days after receipt of the notice, deliver all information prepared under this Contract to the City.

(2) The City shall pay Contractor the reasonable value of Goods or Services provided by Contractor before termination; provided, however, City shall not in any manner be liable for lost profits that might have been made by Contractor had the Contract not been terminated or had Contractor completed performance required by this Contract. Contractor shall furni sh to the City any financial information requested by the City to determine the reasonable value of the Goods or Services provided by Contractor. The foregoing is cumulative and does not affect any right or remedy that City may have in law or equity.

14. Default by Contractor. In case of default by the Contractor, the City reserves the right to procure the Goods or Services from other sources and deduct from any monies due, or that may thereafter become due to the Contractor, the difference between the price named in this Contract and the actual cost to the City to procure from an alternate source. Prices paid by the City will be considered the prevailing market price at the time such purchase is made.

15. Guarantee and Warranty. Contractor assumes design responsibility and warrants the articles to be free from design defect and suitable for the purposes intended by City. If it is determined by the City that the Goods and Services do not meet the minimum requirements of this Contract, the Contractor shall correct the same at Contractor's sole expense.

A. The Contractor agrees that the Goods and Services furnished under this Contract will be covered by the industry standard or better warranty.

B. Contractor further warrants that the Goods and Services furnished under this Contract will be covered by the most favorable commercial warranties the Contractor gives to any customer for the Goods and Services and that the rights and remedies provided herein are in addition to and do not limit any rights afforded to the City at law or equity, or by any other clause of this Contract.

C. Any additional warranties provided by law, including the warranty of merchantability and warranty of fitness for a particular purpose will remain in full force and effect and inure to the City's benefit. City reserves all rights and remedies provided by law for breach of any applicable warranty related to the Goods and Services.

D. City's inspections, approval, acceptance, or payment for all or part of any Goods and

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 6 Services will in no way affect City's warranty rights.

16. Indemnity.

A. Indemnity: Contractor shall defend, hold harmless, and indemnify City, its officers, and employees, and each and every one of them, from and against all actions, damages, costs, liabilities, claims, demands, losses, judgments, penalties, and expenses of every type and description, whether arising on or off the site of the work or services performed under this Contract, including any fees and costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), including Liabilities for personal injury or death, damage to personal, real, or intellectual property, damage to the environment, contractual or other economic damages, or regulatory penalties, arising out of or in any way connected with performance of or failure to perform this Contract by Contractor, any subcontractor (including lower-tier subcontractors) or agent of Contractor, their respective officers and employees, and anyone else for whose acts of omissions any of them may be liable, whether or not the Liabilities (i) are caused in part by a party indemnified hereunder, or (ii) are litigated, settled, or reduced to judgment; provided that the foregoing indemnity does not apply to liability for damages for death or bodily injury to persons, injury to property, or other loss, damage, or expense, to the extent arising from the active negligence or willful misconduct of, or defects in design furnished by, City, its agents, servants, or independent contractors who are directly responsible to City, except when such agents, servants, or independent contractors are under the supervision and control of Contractor or any subcontractor (including lower-tier subcontractors) or agent of Contractor.

B. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Contract will not affect or limit any of City’s rights under this Section, nor will the limits of any insurance limit the liability of Contractor hereunder. This Section will not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of section 8.B., above.

C. Survival. The provisions of this section will survive any expiration or termination of this Contract.

17. Funding Availability.

A. This Contract is subject to the budget and fiscal provisions of the Charter and the Sacramento City Code.

B. The City’s payment obligation under this Contract will not exceed the amount of funds appropriated and approved for this Contract by the Sacramento City Council.

C. This Section shall govern over any other contrary provision of the Contract.

18. Equal Employment Opportunity. During the performance of this Contract, Contractor, for itself,

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 7 its assignees and successors in interest, agrees as follows:

A. Compliance With Regulations: Contractor shall comply with all state, local, and federal anti-discrimination laws and regulations, including the Executive Order 11246 entitled “Equal Opportunity in Federal Employment ,” as amended by Executive Order 11375, 12086, and 13672, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), referred to collectively as the “Regulations.”

B. Nondiscrimination: Contractor, with regards to the work performed by it after award and before completion of the work under this Contract, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Contractor shall not participate either directly or indirectly in discrimination prohibited by the Regulations.

C. Solicitations for Subcontractors, Including Procurement of Materials and Equipment: In all solicitations either by competitive bidding or negotiations made by Contractor for work to be performed under any subcontract, including all procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor’s obligation under this Contract and the Regulations relative to nondiscrimination on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation.

D. Information and Reports: Contractor shall provide all information and reports required by the Regulations, or by any orders or instructions issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the City to be pertinent to ascertain compliance with the Regulations, orders and instructions. Where any information required of Contractor is in the exclusive possession of another who fails or refuses to furnish this information, Contractor shall so certify to the City, and shall set forth what efforts it has made to obtain the information.

E. Sanctions for Noncompliance: In the event of noncompliance by Contractor with the nondiscrimination provisions of this Contract, the City shall impose any sanctions it determines are appropriate including:

(1) Withholding of payments to Contractor under this Contract until Contractor complies;
(2) Cancellation, termination, or suspension of this Contract, in whole or in part.

F. Incorporation of Provisions: Contractor shall incl ude the provisions of subsections A through E, above, in every subcontract, including procurement of materials and leases of equipment, unless exempted by the Regulations, or by any order or instructions issued pursuant thereto. The City may direct Contractor to take specific actions to enforce these provisions, including sanctions for noncompliance; provided, however, that if Contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, Contractor may request that the City join such litigation to protect the City’s interests.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 8

19. Entire Agreement. This Contract, includ ing all Exhibits and documents referenced herein , contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had before the execution of this Contract. No alteration to the terms of this Contract shall be valid unless approved in writing by Contractor, and by City, in accordance with applicable provisions of the Sacramento City Code.

20. Modification of Contract . The Contractor shall take no direction from any City employee that changes the executed terms and conditions of the Contract, including Exhibit A, or any change that impacts the cost, price, or schedule, before receiving a written, signed modification to the Contract.

21. Severability. If a court with jurisdiction rules that any portion of this Contract or its application to any person or circumstance is invalid or unenforceable, the remainder of this Contract will not be affected thereby and will remain valid and enforceable as written, to the greatest extent permitted by law.

22. Waiver. Neither the City’s acceptance of, or payment for, any Goods or Services, nor any waiver by either party of any default, breach or condition precedent, will be construed as a waiver of any provision of this Contract, nor as a waiver of any other default, breach or condition precedent or any other right hereunder. No waiver will be effective unless it is in writing and signed by the waiving party.

23. Governing Law. This Contract shall be governed, construed and enforced in accordance with the laws of the State of California , except that the rule of interpretation in California Civil Code section 1654 will not apply. Venue of any litigation arising out of this Contract will lie exclusively in the state trial court or Federal District Court located in Sacramento County in the State of California, and the parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

24. Assignment Prohibited. The expertise and experience of Contractor are material considerations for this Contract. City has a strong interest in the qualifications and capability of the persons and entities that will fulfill the obligations imposed on Contractor under this Agreement. In recognition of this interest, Contractor shall not assign any right or obligation pursuant to this Contract without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect.

25. Binding Effect. This Contract is binding on the heirs, executors, administrators, successors and assigns of the parties, subject to the provisions of Section 24, above.

26. Compliance with Laws. The Contractor shall be responsible for strict compliance with all applicable laws, regulations, court orders and other legal requirements applicable to the work to be accomplished under the Contract, including the California Occupational Safety and Health Act and all applicable safety orders issued by the Division of Occupational Safety and Health, Department of Industrial Relations, State of California, and all applica ble requirements of Underwriters Laboratories and the Federal Communication Commission.

Form Approved by City Attorney 9-1-2020 Exhibit D - Page 9

27. Debarment Certification
A. Pursuant to 2 CFR, Part 200, and applicable Executive Orders, the City is restricted in its ability to contract with certain parties th at are debarred, suspended, or otherwise excluded or ineligible for participating in Federal assistance programs or activities. By signing this Agreement, CONTRACTOR warrants and certifies under penalty of perjury under the laws of the State of California that Contractor, including any owner, partner, director, officer, or principal of the CONTRACTOR, or any person in a position with management responsibility or responsibility for the administration of federal funds:

(1) Is not presently debarred, suspend ed, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency;

(2) Has not within a three -year period preceding this certification been convicted of or had a civil judgment rendered against it for: commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public transaction or contract (federal, state, or local); violation of federal or state antitrust statutes; or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, receiving stolen property, or other criminal felony;

(3) Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (b) above; or

(4) Has not, within a three -year period preceding this certification, had one or more public contracts (federal, state, or local) or transactions terminated for cause or default.

(5) Has not been notified, within a three-year period preceding this certification, been notified of any delinquent Federal taxes in an amount that exceeds $3,500 for which the liability remains unsatisfied. Federal taxes are considered delinquent if the tax liability has been finally determined and the taxpayer is delinquent in making payment, as defined in Section 52.209-5 of the Federal Acquisition Regulations.

B. CONTRACTOR further warrants and certifies that it shall not knowingly enter into any transaction with any subcontractor, material supplier, or vendor who is debarred, suspended, declared ineligible, or voluntarily excluded from covered transactions by any federal or state department/agency. Any exceptions to the warranties and certifications in this Section must be disclosed to the City.

C. Exceptions will not necessarily result in denial of recommendation for award, but will be considered in determining Contractor’s responsibility. Disclosures must indicate to whom exceptions apply, the initiating agency, and dates of action.

D. City will review the Federal Government’s System for Award Management Exclusions maintained by the General Services Administr ation for eligibility, prior to the execution of this Agreement. The CONTRACTOR shall provide immediate written notice to the City if, at any time prior to execution, the CONTRACTOR learns this certification is erroneous or has become erroneous by reason o f changed circumstances. If it is later determined that the Contractor’s warranties and certification in this Section were erroneous, the City may terminate this Agreement for default.

GOODS and NPSA Signature Page – Approved by CAO 11-1-2019 Executed as of the day and year first above stated.

CITY OF SACRAMENTO
A Municipal Corporation

By: _____

Print name: Hector Barron

Title: Assistant City Manger

For: Howard Chan, City Manager

ATTEST:

______
City Clerk

APPROVED AS TO FORM:

______
City Attorney

Attachments

Exhibit A Technical Specifications
Exhibit B Payment
Exhibit C Insurance
Exhibit D General Conditions

GOODS and NPSA Signature Page – Approved by CAO 11-1-2019 CONTRACTOR:

______________________________________

NAME OF FIRM

______________________________________
Federal I.D. No.

______________________________________
State I.D. No.

______________________________________
City of Sacramento Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY (check one):

_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation (may require 2 signatures)
_____ Limited Liability Company
_____ Other (please specify: ______________)

______________________________________
Signature of Authorized Person

______________________________________
Print Name and Title

______________________________________
Additional Signature (if required)

______________________________________
Print Name and Title

LLETTIERI -- 7
'ICONIC" L.----- CERTIFICATE OF LIABILITY INSURANCE DATE GAM/DIDAWYY) 9/23/2022
THIS CERTIFICATE IS ISSUED AS A MATl'ER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER License # 0757776
HUB International Insurance Services Inc.
4695 MacArthur Court
Suite 600
Newport Beach, CA 92660
AME' Kimberly Shippey _NCONTACT
PHONE FAX
(A/C, No, Ext): (A/C, No):

E-MAIL AppREss• kimberly.shippey®hubinternational.com
INSURER(S) AFFORDING COVERAGE NAIC #
INSURER A : Federal Insurance Company 20281

INSURED
Clean Energy, a California corporation
4675 MacArthur Court, Suite 800
Newport Beach, CA 92660
INSURER B : Pacific Indemnity Company 20346
INSURER C:

INSURER D :

INSURER E :

INSURER F :

NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR

LTR TYPE OF INSURANCE ADDL
INSD
SUBR WVD POUCY NUMBER POUCY EFF IMNIMDFCCIY1 POLICY EXP OMM/DOPCIYY1 LIMITS

A X COMMERCIAL GENERAL LIABIUTY
X x 3581-68-98 11/30/2021 11/30/2022
EACH OCCURRENCE $ 1,000,000
CLAIMS-MADE X OCCUR Ritilirsi RE Rn SI‘C ige I $ 1,000,000 MED EXP (Any one person) $ 10,000
PERSONAL & ADV INJURY $ 1,000,000
GEM. AGGREGATE
POLICY
OTFIER:

X

LIMIT APPLIES
5E81: X
PER
LOC
GENERAL AGGREGATE $ 2,000,000
PRODUCTS - COMP/OP AGG $ 2,000,000
A
X

AUTOMOBILE UABIUTY

ANY AUTO
OWNED AUTOS ONLY
EURO AU I US ONLY

SCHEDULED AUTOS
lAibitleiS ONE
X x 7352-19-89 11/3012021 11/30/2022

COMBINED SINGLE LIMIT
1E/tacsid $ 1,00%000
BODILY INJURY (Per person) $
BODILY INJURY (Per accident) $
PROPERTY DAMAGE (Fer accident) $
$

A X UMBRELLA UAB

EXCESS LIAB
— OCCUR
CLAIMS-MADE 7986-07-91 11/30/2021 11/30/2022
EACH OCCURRENCE $ 15,000,000
AGGREGATE $ 15,000,000
DED RETENTION $ $

B WORKERS COMPENSATION AND EMPLOYERS' UABILITY
ANY PROPRIETORIPARTNER/EXECUTIVE OFFICER/MEMGER EXCLUDED? (Mandatory In NH) If yes, describe under
DESCRIPTION OF OPERATIONS below
Y / N
., 1)1 N /A
x 7173-64-18 11/30/2021 11/30/2022

X EUTUT OTH-R
Et. EACH ACCIDENT $ 1,000,000
EL DISEASE - EA EMPLOYEE $ 1,000,000
E.L. DISEASE - POLICY LIMIT $ 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If mo e space is required) Re: LNG Fuel Tank Maintenance and Repel
The City of Sacramento, its officials, its employees, and volunteers are Included as additional insured as respects general liability and auto liability, as required by written contract, and is primary and non-contributory, subject to the tenns and conditions of the policy and attached forms. Waiver of subrogation applies as respects general liability, auto liability, and workers' compensation, as required by written contract, per the attached forms. Excess liability is following form. Separation of insureds applies. 30 day notice of cancellation, except 10 days for non-payment

CERTIFICATE HOLDE
City of Sacramento
CIO Exigis LLC
P.O. Box 4668 ECM-#35050
New York, NY 10168-4668
I

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
ceatedoatin_
i
ACORD 25 (2016/03)

@ 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
Policy No. 7352-19-89

COMMERCIAL AUTOMOBILE
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT
This endorsement modifies insurance provided under the following:
borrow in your business or your personal
affairs.

C. Lessors as Insureds
Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add the following:
e. The lessor of a covered "auto" while the
"auto" is leased to you under a written
agreement if:
(1) The agreement requires you to
provide direct primary insurance for
the lessor; and
(2) The "auto" is leased without a driver.

Such leased "auto" will be considered a
covered "auto" you own and not a covered
"auto" you hire.

However, the lessor is an "insured" only
for "bodily injury" or "property damage"
resulting from the acts or omissions by:

1. You:

2. Any of your "employees" or agents;
Or

3. Any person, except the lessor or
any "employee" or agent of the
lessor, operating an "auto" with the
permission of any of 1. and/or 2.
above.

D. Persons And Organizations As Insureds
Under A Written Insured Contract
Paragraph A.1 - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is
amended to add the following:
f. Any person or organization with respect to
the operation. maintenance or use of a
covered "auto", provided that you and
such person or organization have agreed
under an express provision in a written
"insured contract". written agreement or a
written permit issued to you by a
governmental or public authority to add
such person or organization to this policy
as an "insured".

However. such person or organization is
an "insured" only:

BUSINESS AUTO COVERAGE FORM
This endorsement modifies the Business Auto Coverage Form.

1. EXTENDED CANCELLATION CONDITION
Paragraph A.2.b. - CANCELLATION - of the
COMMON POLICY CONDITIONS form IL 00 17 is
deleted and replaced with the following:
b. 60 days before the effective date of cancellation if we cancel for any other reason.

2. BROAD FORM INSURED
A. Subsidiaries and Newly Acquired or Formed
Organizations As Insureds
The Named Insured shown in the Declarations is
amended to include:

1. Any legally incorporated subsidiary in which
you own more than 50% of the voting stock on
the effective date of the Coverage Form.

However. the Named Insured does not include
any subsidiary that is an "insured" under any
other automobile policy or would be an
"insured" under such a policy but for its
termination or the exhaustion of its Limit of
Insurance.

2. Any organization that is acquired or formed by
you and over which you maintain majority
ownership. However. the Named Insured
does not include any newly formed or acquired
organization:
(a) That is an "insured" under any other
automobile policy:
(b) That has exhausted its Limit of Insurance
under any other policy; or
(c) 180 days or more after its acquisition or
formation by you, unless you have given
us written notice of the acquisition or
formation.

Coverage does not apply to "bodily injury" or
"property damage" that results from an "accident"
that occurred before you formed or acquired the
organization.

B. Employees aslnsureds
Paragraph A.1. - WHO IS AN INSURED - of
SECTION II - LIABILITY COVERAGE is amended to
add the following:
d. Any "employee" of yours while using a
covered "auto" you don't own. hire or
Form 16-02-0292 (Rev. 11-16)

"Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation,
maintenance or use of a covered
"auto": and
(2) for "bodily injury" or "property damage"
caused by an "accident" which takes
place after:
(a) You executed the "insured
contract" or written agreement; or
(b) The permit has been issued to
you.

3. FELLOW EMPLOYEE COVERAGE
EXCLUSION B.5. - FELLOW EMPLOYEE - of
SECTION II - LIABILITY COVERAGE does not apply.

4. PHYSICAL DAMAGE - ADDITIONAL TEMPORARY

TRANSPORTATION EXPENSE COVERAGE
Paragraph A.4.a. - TRANSPORTATION EXPENSES
- of SECTION III - PHYSICAL DAMAGE
COVERAGE is amended to provide a limit of $50 per
day for temporary transportation expense, subject to a
maximum limit of $1,000.

5. AUTO LOAN/LEASE GAP COVERAGE
Paragraph A. 4. - COVERAGE EXTENSIONS - of
SECTION III - PHYSICAL DAMAGE COVERAGE is
amended to add the following:
c. Unpaid Loan or Lease Amounts
In the event of a total "loss" to a covered "auto", we will pay any unpaid amount due on the loan or lease for a
covered "auto" minus:
1 The amount paid under the Physical Damage
Coverage Section of the policy; and

2. Any:
a. Overdue loan/lease payments at the time of
the "loss";
b. Financial penalties imposed under a lease for
excessive use, abnormal wear and tear or
high mileage:
c. Security deposits not returned by the lessor:
d. Costs for extended warranties. Credit Life
Insurance, Health, Accident or Disability
Insurance purchased with the loan or lease;
and
e. Carry-over balances from previous loans or
leases.

We will pay for any unpaid amount due on the loan or
lease if caused by:

1. Other than Collision Coverage only if the
Declarations indicate that Comprehensive
Coverage is provided for any covered "auto":

2. Specified Causes of Loss Coverage only if the
Declarations indicate that Specified Causes of
Loss Coverage is provided for any covered "auto"
Or

3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any
covered "auto.

6. RENTAL AGENCY

EXPENSE
Paragraph A. 4. - COVERAGE EXTENSIONS - of

SECTION III - PHYSICAL DAMAGE COVERAGE
is amended to add the following:

Form: 16-02-0292 (Rev. 11-16)
d. Rental Expense
We will pay the following expenses that you or
any of your "employees" are legally obligated
to pay because of a written contract or
agreement entered into for use of a rental
vehicle in the conduct of your business:

MAXIMUM WE WILL PAY FOR ANY ONE
CONTRACT OR AGREEMENT:

1. $2,500 for loss of income incurred by the
rental agency during the period of time that
vehicle is out of use because of actual
damage to, or "loss" of, that vehicle, including
income lost due to absence of that vehicle for
use as a replacement;

2. $2,500 for decrease in trade-in value of the
rental vehicle because of actual damage to
that vehicle arising out of a covered "loss"; and

3. $2,500 for administrative expenses incurred
by the rental agency, as stated in the contract
or agreement.

4. $7,500 maximum total arnount for paragraphs
, 2. and 3. combined.

7. EXTRA EXPENSE - BROADENED COVERAGE
Paragraph A.4. - COVERAGE EXTENSIONS - of

SECTION III - PHYSICAL DAMAGE COVERAGE
is amended to add the following:
e. Recovery Expense
We will pay for the expense of returning a
stolen covered "auto" to you.

8. AIRBAG COVERAGE
Paragraph B.3.a. - EXCLUSIONS - of SECTION
III - PHYSICAL DAMAGE COVERAGE does not
apply to the accidental or unintended discharge of
an airbag. Coverage is excess over any other
collectible insurance or warranty specifically
designed to provide this coverage.

9. AUDIO, VISUAL AND DATA ELECTRONIC

EQUIPMENT - BROADENED COVERAGE
Paragraph C.1.b. - LIMIT OF INSURANCE - of
SECTION III - PHYSICAL DAMAGE is deleted
and replaced with the following:
b. $2,000 is the most we will pay for "loss" in any
one "accident" to all electronic equiprnent that
reproduces, receives or transmits audio, visual
or data signals which, at the time of "loss", is:
(1) Permanently installed in or upon the
covered "auto" in a housing, opening or
other location that is not norrnally used by
the "auto" manufacturer for the installation
of such equipment:
(2) Removable frorn a permanently installed
housing unit as described in Paragraph

2.a. above or is an integral part of that
equiprnent; or
(3) An integral part of such equipment.

10. GLASS REPAIR-WAIVER OF DEDUCTIBLE

"Includes copyrighted material of Insurance Services Office, Inc with its permission" Under Paragraph D. - DEDUCTIBLE - of

SECTION III - PHYSICAL DAMAGE COVERAGE
the following is added:

No deductible applies to glass damage if the glass
is repaired rather than replaced.

11. TWO OR MORE DEDUCTIBLES
Paragraph D.- DEDUCTIBLE - of SECTION III -
PHYSICAL DAMAGE COVERAGE is amended to
add the following:

If this Coverage Form and any other Coverage
Form or policy issued to you by us that is not an
automobile policy or Coverage Form applies to the
same "accident", the following applies:

1. If the deductible under this Business Auto
Coverage Form is the smaller (or smallest)
deductible, it will be waived: or

2. If the deductible under this Business Auto
Coverage Form is not the smaller (or smallest)
deductible. it will be reduced by the amount of
the smaller (or smallest) deductible.

12. AMENDED DUTIES IN THE EVENT OF

ACCIDENT, CLAIM, SUIT OR LOSS
Paragraph A.2.a. - DUTIES IN THE EVENT OF
AN ACCIDENT, CLAIM. SUIT OR LOSS of
SECTION IV - BUSINESS AUTO CONDITIONS is 15.
deleted and replaced with the following:
a. In the event oraccident», claim, "suit" or
"loss", you must promptly notify us when the
"accident" is known to:
(1) You or your authorized representative. if
you are an individual;
(2) A partner, or any authorized
representative. if you are a partnership:
(3) A member, if you are a limited liability
company: or
(4) An executive officer. insurance manager.
or authorized representative, if you are an
organization other than a partnership or 16.
limited liability company.

Knowledge of an "accident", claim, "suit" or
"loss" by other persons does not imply that the
persons listed above have such knowledge.

Notice to us should include:
(1) How, when and where the "accident" or
"loss" occurred;
(2) The "insured's" name and address: and
(3) To the extent possible. the names and

17. addresses of any injured persons or
witnesses.

13. WAIVER OF SUBROGATION
Paragraph A.5. - TRANSFER OF RIGHTS OF
RECOVERY AGAINST OTHERS TO US of
SECTION IV - BUSINESS AUTO CONDITIONS is
deleted and replaced with the following:

5. We will waive the right of recovery we would
otherwise have against another person or
organization for "loss" to which this insurance
applies, provided the "insured" has waived
their rights of recovery against such person or
organization under a contract or agreement
that is entered into before such "loss".

To the extent that the "insured's" rights to
recover damages for all or part of any
payment made under this insurance has not
been waived, those rights are transferred to
us. That person or organization must do
everything necessary to secure our rights and
must do nothing after "accident" or "loss" to
impair them. At our request. the insured will
bring suit or transfer those rights to us and
help us enforce them.

14. UNINTENTIONAL FAILURE TO DISCLOSE

HAZARDS
Paragraph B.2. - CONCEALMENT,
MISREPRESENTATION or FRAUD of SECTION
IV- BUSINESS AUTO CONDITIONS - is deleted
and replaced with the following:

If you unintentionally fail to disclose any hazards
existing at the inception date of your policy. we will
not void coverage under this Coverage Form
because of such failure.

AUTOS RENTED BY EMPLOYEES
Paragraph B.5. - OTHER INSURANCE of

SECTION IV - BUSINESS AUTO CONDITIONS -
is amended to add the following:
e. Any "auto" hired or rented by your "employee"
on your behalf and at your direction will be
considered an "auto" you hire. If an
"employee's" personal insurance also applies
on an excess basis to a covered "auto" hired
or rented by your "employee" on your behalf
and at your direction, this insurance will be
primary to the "employee's" personal
insurance.

HIRED AUTO - COVERAGE TERRITORY
Paragraph B.7.b.(5). - POLICY PERIOD,
COVERAGE TERRITORY of SECTION IV -
BUSINESS AUTO CONDITIONS is deleted and
replaced with the following:
(5) A covered "auto" of the private passenger
type is leased, hired. rented or borrowed
without a driver for a period of 45 days or
less: and

RESULTANT MENTAL ANGUISH COVERAGE
Paragraph C. of - SECTION V - DEFINITIONS is
deleted and replaced by the following:
"Bodily injury" means bodily injury, sickness or
disease sustained by any person, including
mental anguish or death as a result of the "bodily
injury" sustained by that person.

Form: 16-02-0292 (Rev. 11-16)

"Includes copyrighted material of Insurance Services Office, Inc. with its permission" POLICY NUMBER: 7352-19-89 COMMERCIAL AUTO
16-02-0316 Ed. 10 14
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NON-CONTRIBUTORY LIABILITY

INSURANCE
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM
Wth respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement.

This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below.

Named Insured: CLEAN ENERGY, A CA CORPORATION

SCHEDULE
Name(s) Of Person(s) Or Organization(s):

PERSONS OR ORGANIZATIONS DESCRIBED IN THE WHO IS AN INSURED

SECTION OF THIS CONTRACT AND THAT YOU ARE OBLIGATED, PURSUANT TO

A WRITTEN CONTRACT OR AGREEMENT, TO PROVIDE WTH PRIMARY INSURANCE AS IS AFFORDED BY THIS POLICY.

Information required to complete this Schedule, if not shown above, will be shown in the Declarations.

The following is added to Item 5. - "Other
Insurance" of Item B. - "General Conditions" under
Section IV - "Business Auto Conditions":
e. Regardless of the provisions of Paragraph 5.a.
through d. above, for any liability arising out of the
ownership, maintenance, use, rental, lease, loan, hire
or borrowing by an "insured" of a covered "auto" for
which an "insured" is contractually obligated to
provide primary insurance coverage to a client, this
Coverage Form will be primary and non-contributory
with respect to the Persons or Organizations in the
schedule, regardless of the availability or existence of other collectible insurance under any other Coverage
Form or policy that applies on a primary basis.
16-02-0316 Ed. 10 14 Page 1 of 1

WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC124
WC 00 03 13
(4-84)

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
This endorsement changes the policy to which it is attached affective on the inception data of the policy unless a different data is indicated below.
(The following "attaching clause" need be completed only when this endorsement Is Issued subsequent to preparation of the pcdcy.) This endorsement, affective on 11/30/2021 at 12:01 A. M. standard time, forms a part of (Dide)
Policy No. 7173-64-18 of the PACIFIC INDEMNITY COMPANY (NAME OF INSURANCE COMPANY)
Issued to Clean Energy, a California corporation
Endorsement No. 01
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the parson or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.* This agreement shall not operate directly or indirectly to benefit any one not named in the Schedule.

Schedule

ANY PERSON OR ORGANIZATION WHEN REQUIRED BY WRITTEN CONTRACT SIGNED PRIOR TO THE DATE OF AN OCCURRENCE COVERED BY THIS POLICY.

WC 124 (4-84)
WC 00 03 13 Copyright 1983National Council onCompensation insurance. Page 1 of 1